Annual Report of Employee Stock Plans (11-k)

Date : 06/28/2019 @ 9:30PM
Source : Edgar (US Regulatory)
Stock : Dow Inc (DOW)
Quote : 43.375  0.215 (0.50%) @ 7:54PM

Annual Report of Employee Stock Plans (11-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K

(Mark One)
þ
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018     

OR

¨
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to     

Commission file number: 001-38646

A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:

THE DOW CHEMICAL COMPANY EMPLOYEES' SAVINGS PLAN

B.
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Dow Inc.
2211 H.H. Dow Way
Midland, MI 48674
(989) 636-1000

DuPont de Nemours, Inc. (formerly known as DowDuPont Inc.)
c/o The Dow Chemical Company
2030 Dow Center
Midland, MI 48674
(989) 636-1000
(Former name or former address, if changed since last report)

REQUIRED INFORMATION

Financial statements for the years ended December 31, 2018 and 2017 , supplemental schedule for the year ended December 31, 2018 , and Report of Independent Registered Public Accounting Firm.












The Dow Chemical
Company Employees'
Savings Plan
Financial Statements as of and for the Years Ended
December 31, 2018 and 2017 and Supplemental
Schedule for the Year Ended December 31, 2018



                                            

THE DOW CHEMICAL COMPANY EMPLOYEES' SAVINGS PLAN
TABLE OF CONTENTS



Report of Independent Registered Public Accounting Firm
Plan Committee and Plan Participants
The Dow Chemical Company Employees’ Savings Plan
Midland, Michigan
Opinion on the Financial Statements
We have audited the accompanying statement of net assets available for benefits of The Dow Chemical Company Employees’ Savings Plan (the “Plan”) as of December 31, 2018, the related statement of changes in net assets available for benefits for the year then ended and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying Schedule of Assets Held at the End of Year as of December 31, 2018 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ BDO USA, LLP
BDO USA, LLP
Grand Rapids, Michigan
June 28, 2019
We have served as the Plan’s auditor since 2019.


1


Report of Independent Registered Public Accounting Firm


To the Plan Administrator and Plan Participants
The Dow Chemical Company Employees’ Savings Plan

Opinion on the Financial Statements
We have audited the accompanying statement of net assets available for benefits of The Dow Chemical Company Employees’ Savings Plan (the “Plan”) as of December 31, 2017 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets of the Plan as of December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
The Plan’s management is responsible for these financial statements. Our responsibility is to express an opinion on the Plan’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.


/s/ PLANTE & MORAN, PLLC
Plante & Moran, PLLC
Flint, Michigan
June 26, 2018

We served as the Plan’s auditor from 2010 through 2018.


2



THE DOW CHEMICAL COMPANY EMPLOYEES' SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2018 and 2017

 
2018
2017

Allocated Participant Directed
Unallocated Non-participant Directed
Total
Allocated Participant Directed
Unallocated Non-participant Directed
Total
Assets







Investments - at fair value (Notes 3 and 4)
$
8,315,896,596

$
350,275,026

$
8,666,171,622

$
9,468,123,830

$
727,199,386

$
10,195,323,216

Fully benefit-responsive investment contracts - at contract value
2,024,506,428


2,024,506,428

2,160,384,796


2,160,384,796

Receivables - interest, dividends and other
7,948,721

1,631

7,950,352

4,073,137

3,693

4,076,830

Receivables - participant notes
113,531,034


113,531,034

114,458,502


114,458,502

Total Assets
$
10,461,882,779

$
350,276,657

$
10,812,159,436

$
11,747,040,265

$
727,203,079

$
12,474,243,344

Liabilities
 
 
 
 
 
 
LESOP loan payable (Note 5)
$

$
25,673,299

$
25,673,299

$

$
39,129,934

$
39,129,934

Other payables
4,952,913

1,240,196

6,193,109

4,393,126

1,890,244

6,283,370

Total Liabilities
$
4,952,913

$
26,913,495

$
31,866,408

$
4,393,126

$
41,020,178

$
45,413,304

Net Assets Available For Benefits
$
10,456,929,866

$
323,363,162

$
10,780,293,028

$
11,742,647,139

$
686,182,901

$
12,428,830,040

See Notes to Financial Statements.



3


THE DOW CHEMICAL COMPANY EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2018
 
Allocated Participant Directed
Unallocated Non- Participant Directed
Total
Additions
 
 
 
Investment income (loss)
 
 
 
Net realized/unrealized loss on investments
$
(1,020,756,198
)
$
(123,990,381
)
$
(1,144,746,579
)
Interest and dividends
158,402,928

11,795,448

170,198,376

Total investment loss
(862,353,270
)
(112,194,933
)
(974,548,203
)
Employer contributions
501,217


501,217

Employee contributions
289,017,379


289,017,379

Interest on participant notes receivable
4,575,842


4,575,842

Allocation of 3,611,043 shares of common stock of DowDuPont Inc., at market
247,718,466


247,718,466

Total additions
$
(320,540,366
)
$
(112,194,933
)
$
(432,735,299
)
Deductions
 
 
 
Distributions and withdrawals
$
960,363,428

$

$
960,363,428

Administrative expenses
1,632,780


1,632,780

Interest expense

2,906,340

2,906,340

Allocation of 3,611,043 shares of common stock of DowDuPont Inc., at market

247,718,466

247,718,466

Total deductions
$
961,996,208

$
250,624,806

$
1,212,621,014

Net decrease
$
(1,282,536,574
)
$
(362,819,739
)
$
(1,645,356,313
)
Transfers in
651,634


651,634

Transfers out
(3,832,333
)

(3,832,333
)
Net Assets Available for Benefits
 
 
 
Beginning of year
11,742,647,139

686,182,901

12,428,830,040

End of year
$
10,456,929,866

$
323,363,162

$
10,780,293,028

See Notes to Financial Statements.

4


THE DOW CHEMICAL COMPANY EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

1.
DESCRIPTION OF THE PLAN
The following description of The Dow Chemical Company Employees' Savings Plan (the “Plan”) provides only general information. Participants should refer to the plan document or Summary Plan Description for the legal description of the Plan's provisions.

General - The Plan is a defined contribution plan consisting of (1) a profit sharing plan with a cash or deferred feature which is intended to qualify under Sections 401(a) and 401(k) of the Internal Revenue Code as of 1986, as amended (“Code”) and (2) a leveraged employee stock ownership plan (“LESOP”) which is intended to qualify as a stock bonus plan under Sections 401(a) and 4975(e)(7). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. The Plan covers any person who is, or becomes, a regular employee of The Dow Chemical Company (the "Company" or “TDCC”), or of certain of TDCC's subsidiaries, including former employees with balances in the Plan, subject to certain eligibility service requirements for part-time employees.

Merger - Effective August 31, 2017, pursuant to the merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017, TDCC and E. I. du Pont de Nemours and Company ("Historical DuPont") each merged with subsidiaries of DowDuPont Inc. ("DowDuPont") and, as a result, TDCC and Historical DuPont became subsidiaries of DowDuPont (the "Merger"). TDCC and Historical DuPont did not merge their defined contribution plans as a result of the Merger. See Note 7 for additional information.

Employee Contributions - Plan participants generally may elect to contribute from 0.5% to 40% of their compensation, depending on the participant's eligible pay, limited to a 0.5% minimum contribution. The maximum yearly gross compensation pre-tax or Roth 401(k) contribution made through payroll deductions was $18,500 in 2018 . Participants who attained age 50 before the end of the plan year were eligible to make additional catch-up contributions in the amount of $6,000 in 2018 . Plan participants may elect to increase, decrease, suspend, or resume compensation deferrals at any time. New elections are effective as soon as practicable after the request is processed. Newly hired eligible employees not electing to enroll (within 60 days of being hired) are automatically enrolled to contribute 3% of their eligible pay to the Plan, unless the employee elects to opt out. The automatic contributions will increase by 1% each year effective April 1 until the contribution rate reaches 6%, unless the employee designates otherwise. The contributions default to the applicable BTC Lifepath Fund based on the employee's date of birth, unless otherwise designated by the employee. Effective January 1, 2019, the Plan was amended to automatically enroll newly hired eligible employees to contribute 6% of their eligible pay to the Plan, with annual 1% increases each April 1 until the contribution rate reaches 10%, unless otherwise designated by the employee.

Company Contributions - In general, the Company's matching contribution provides a 100% match on the first 2% of eligible pay deferrals and a 50% match of the next 4% of eligible pay deferrals. Legacy Rohm and Haas Company employees' Company matching contributions are calculated as 100% of the first 3% of eligible pay deferrals and a 50% match of the next 3% of eligible pay deferrals. For legacy Dow Silicones Corporation employees hired prior to January 1, 2006, the Company's matching contribution provides a 100% match on the first 3% of eligible pay deferrals and 50% on the next 2% of eligible pay deferrals; and for those hired on and after January 1, 2006 and prior to September 1, 2016, the Company's matching contribution provides a 100% match on the first 3% of eligible pay deferrals and 50% on the next 4% of eligible pay deferrals. During 2018, the Company's matching contribution was made from the LESOP in the form of DowDuPont stock. Employees were permitted to divest their DowDuPont stock at any time and elect one of the other investment options available to them under the Plan. See Note 7 for additional information.

In accordance with the provisions of the Plan, the Plan is required to release shares in proportion to the principal and interest paid on the LESOP loan as a percentage of beginning of year outstanding principal and interest. The shares released from unallocated LESOP shares are allocated to participants to satisfy the Company's matching requirements.

Except as otherwise provided by the Plan, if the required contributions are less than the value of shares released, the difference is allocated to eligible participants in the form of contingent matching contributions, and then to eligible participants, as an “Excess Employee Stock Ownership Program ("ESOP") Shares Distribution” contribution. For the year ended December 31, 2018 , the total number of shares allocated as contingent matching contributions and Excess ESOP Shares Distribution contributions amounted to 1,412,383 shares of DowDuPont common stock, with a market value of $75,534,260 . The Company allocated these shares to the participants in March 2019 .


5


If the required Company matching contributions under the provisions of the Plan are greater than the value of the shares released, the Company is required to make an additional contribution to cover the shortfall. No such Company contributions were required or made for the year ended December 31, 2018 .

Dividends - Participants invested in DowDuPont stock funds may elect to receive dividends as a distribution rather than reinvesting dividends within the participant account. See Note 7 for additional information.

Account Valuation - Participant account balances reflect the total contributions made to the Plan by employees and the Company, plus investment results, less expenses and withdrawals.

Vesting - Participants are immediately vested in all amounts credited to their plan account, including employee contributions, Company contributions, and investment earnings.

Benefits Distribution - Benefits are generally distributable upon termination of employment as a lump-sum payment or partial withdrawal or may be deferred until minimum distributions are required by law. The plan makes a lump-sum payment to terminated participants who have a balance that does not exceed $1,000. Active employees may request in-service distributions upon the attainment of age 59-1/2. Active employees under the age of 59-1/2 may request a distribution in the event of a financial hardship as defined by the Plan.

Participant Notes Receivable - Active participants, retirees and terminated participants may borrow from their employee contributions, plus earnings on those contributions, with a minimum note receivable of $1,000. Participant notes receivable are limited to the smaller of:

50% of the total account balance or
$50,000 less the highest outstanding participant note receivable balance in the preceding 12 months

Note receivable repayments for active employees are made through payroll deductions, on an after tax basis, with a minimum term of six months and a maximum of 60 months for any purpose other than the purchase of a primary residence; and a minimum term of six months and a maximum of 120 months for participant note receivable for the purpose of purchasing a primary residence. Repayments, both interest and principal, are credited to the participant's account and are allocated among the fund options according to the participant's current investment election. A fixed interest rate is applied to the note receivable. This rate is generally equal to the prime rate on the last day of each calendar quarter before the loan is processed. The range of interest rates on notes receivable outstanding at December 31, 2018 and 2017 was 3.25% to 10.5% .
Investments - Participants direct the investment of their contributions into various investment options offered by the Plan.

Related Party and Party-In-Interest Transactions - Administrative expenses of the trustee are charged to the Plan. The net assets of the Plan are held by Fidelity Management Trust Company (“Fidelity”), who acts as independent trustee, custodian and recordkeeper for all the investments in the Plan. Fidelity manages certain plan investments. All transactions with Fidelity qualify as party-in-interest transactions.

Plan investments include shares of common stock of TDCC's parent company as of December 31, 2018, DowDuPont Inc., and the Plan holds notes receivable from Plan participants. See Note 7 for additional information.

The Plan has a loan outstanding with Dorintal Reinsurance, Ltd., a related party. See Note 5 for additional information.

Amendment or Termination - The Plan does not have an expiration date. The Company may at any time terminate, amend, or modify the Plan, subject to certain rights of the Plan participants. Upon termination of the Plan, each participant is entitled to receive the entire balance in his or her account in accordance with the terms of the Plan.


2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting - The financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets

6


available for benefits and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.

Investment Valuation and Income Recognition - Investments in the Plan consisting of common stock of DowDuPont, mutual funds, certain money market funds and common stock are stated at fair value based upon the quoted market value of such securities at year end. The investments in common/collective trusts are valued at net asset value per share (or its equivalent) of the fund, based on the fair market values of the underlying net assets. There are no redemption restrictions or unfunded commitments on these investments. Temporary investments are investments in short‑term money market funds in the respective investment funds. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) in the fair value of investments includes the Plan's gains and losses on investments bought and sold as well as held during the year.

Investments of the Interest Income Fund (“Fund”) included in the Plan consist of Synthetic Guaranteed Investment Contracts (“Synthetic GICs”), a money market fund, and a common collective trust fund. All of the Plan's Synthetic GICs are fully benefit-responsive and are recorded at contract value. Contract value is the amount participants would normally receive if they were to initiate permitted transactions under the terms of the Plan. Contract value represents deposits made to the contract plus earnings at guaranteed crediting rates less withdrawals and applicable fees. Synthetic GICs operate similarly to an insurance company separate account investment contract, except that the assets are placed in a separate custodial account (owned by the Plan) rather than such assets being held in a separate account of the insurance company. A Synthetic GIC is a wrap contract paired with an underlying investment or investments, usually a portfolio, owned by the Plan, of high-quality, intermediate term fixed income securities or common/collective trusts holding similar investments. The Plan purchases a wrapper contract from financial services institutions.

In addition to holding certain assets, Synthetic GICs include features designed to provide participant liquidity at book value as well as periodic interest crediting rates. The liquidity feature is also known as “benefit responsiveness.” Synthetic GICs may be issued by banks, insurance companies and other financial institutions.

The Synthetic GICs provide for prospective crediting interest rate adjustments based on the interest earnings and fair value of the underlying assets. The crediting interest rates are reset monthly and the contracts guarantee that the crediting interest rates cannot be less than zero.

Certain events may limit the ability of the Plan to transact at contract value with the insurance company and the financial institution issuer. Such events include the following: (i) amendments to the plan documents (including complete or partial plan termination or merger with another plan); (ii) changes to the Plan's prohibition on competing investment options or deletion of equity wash provisions; (iii) bankruptcy of the plan sponsor or other plan sponsor events (e.g., divestitures or spin offs of a subsidiary) which cause a significant withdrawal from the Plan; or (iv) the failure of the Plan to qualify for exemption from federal income taxes or any required exemption of prohibited transaction under ERISA. The plan administrator does not believe that the occurrence of any such event that may limit the Plan's ability to transact at contract value is probable.

Synthetic GICs generally impose conditions on both the Plan and the issuer. If an event of default occurs and is not resolved, the non-defaulting party may terminate the contract. The following may cause the Plan to be in default: a breach of material obligation under the contract; a material misrepresentation; or a material amendment to the plan agreement. The issuer may be in default if it breaches a material obligation under the investment contract; makes a material misrepresentation; or is acquired or reorganized and the successor issuer does not satisfy the investment or credit guidelines applicable to issuers. If, in the event of default of an issuer, the Plan were unable to obtain a replacement investment contract, losses may occur if the market value of the Plan's assets, which were covered by the contract, is below the contract value. The Plan may seek to add additional issuers over time to diversify the Plan's exposure to such risk, but there is no assurance the Plan may be able to do so. The combination of the default of an issuer and an inability to obtain a replacement agreement could render the Plan unable to achieve its objective of maintaining a stable contract value. The terms of an investment contract generally provide for settlement of payments only upon termination of the contract or total liquidation of the covered investments. Generally, payments will be made pro rata, based on the percentage of investments covered by each issuer. Contract termination occurs whenever the contract value or market value of the covered investments reaches zero or upon certain events of default.

If the contract terminates due to issuer default (other than a default occurring because of a decline in its rating), the issuer will generally be required to pay to the Plan the excess, if any, of contract value over market value on the date of termination. If a contract terminates due to a decline in the ratings of the issuer, the issuer may be required to pay to the Plan the cost of acquiring a replacement contract (i.e., replacement cost) within the meaning of the contract. If the contract terminates when the market value equals zero, the issuer will pay the excess of contract value over market value to the Plan to the extent necessary for the Plan to

7


satisfy outstanding contract value withdrawal requests. Contract termination also may occur by either party upon election and notice.

Changes in fixed income market conditions and interest rates may affect the yield to maturity and the market value of the underlying investments. Such changes could have a material impact on the Synthetic GIC's future interest crediting rates. In addition, participant withdrawals from and transfers out of the Interest Income Fund made according to Plan provisions are paid at contract value but funded through the market value liquidation of the underlying investments. This process of funding participant withdrawals and transfers from market value liquidations of underlying investments may also have an effect on future interest crediting rates.

Participant Notes Receivable - Participant notes receivable are recorded at their unpaid principal balances plus any accrued interest. Participant notes receivable are written off when deemed uncollectible.

Benefits Payable - Amounts payable to persons who have withdrawn from participation are not recorded as a liability of the Plan. Benefits payable to participants who had withdrawn from participation in the Plan as of December 31, 2018 and 2017 were insignificant.

Federal Income Tax Status - The Internal Revenue Service has determined and informed the Company by a letter dated September 2, 2014 that the Plan is qualified and the trust established under the Plan is tax exempt under the appropriate sections of the Internal Revenue Code (the “Code”). Although the Plan has been amended since receiving the determination letter, the plan administrator believes the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code.

In accordance with guidance on accounting for uncertainty in income taxes, management evaluated the Plan's tax position and does not believe the Plan has any uncertain tax positions that require disclosure or adjustment to the financial statements. The Plan is subject to routine audits by taxing authorities; however, there are currently no audits for any tax periods in progress.

Risks and Uncertainties - The Plan invests in various investment instruments, including shares of the common stock of DowDuPont. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.


3.
LEVERAGED EMPLOYEE STOCK OWNERSHIP PLAN INVESTMENTS

The Plan's investment in The Dow Chemical Company LESOP, at December 31, 2018 and 2017 , is presented in the following table:

 
2018
2017
 
Allocated
Unallocated
Allocated
Unallocated
Shares of DowDuPont Common Stock
15,286,397

6,527,850

15,491,810

10,138,893

Cost
$
71,914,375

$
134,156,362

$
74,895,954

$
188,524,586

Fair Value
$
817,516,512

$
349,109,418

$
1,103,326,708

$
722,091,959



4.
FAIR VALUE

Accounting standards require certain assets and liabilities be reported at fair value in the financial statements and provide a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value.

For investments classified as Level 1 (measured using quoted prices in active markets), the total fair value is either the price of the most recent trade at the time of the market close or the official close price as defined by the exchange in which the asset is most actively traded on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs.

For investments classified as Level 2 (measured using significant other observable inputs), where the Level 1 process is not available, the underlying assets are valued based on the price a dealer would pay for the security or similar securities, adjusted for

8


any terms specific to that security. Market inputs are obtained from well established and recognized vendors of market data and placed through tolerance/quality checks.

For investments classified as Level 3, the total fair value is based on significant unobservable inputs including assumptions where there is little, if any, market activity for the investment.

The investment's fair value level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The following table presents information about certain assets of the Plan measured at fair value on a recurring basis.

Assets Measured at Fair Value on a Recurring Basis
December 31, 2018
December 31, 2017
Total
Level 1
Total
Level 1
DowDuPont Inc. Common Stock:
 
 
 
 
Allocated participant directed
$
1,715,552,832

$
1,715,552,832

$
2,263,079,811

$
2,263,079,811

Unallocated non-participant directed
349,109,418

349,109,418

722,091,959

722,091,959

Common stock
30,217,099

30,217,099

33,004,235

33,004,235

Mutual funds
1,455,450,162

1,455,450,162

1,592,970,412

1,592,970,412

Temporary investments - Money market funds: 1
 
 
 
 
Allocated participant directed
91,270,469

91,270,469

74,071,704

74,071,704

Unallocated non-participant directed
1,165,608

1,165,608

5,107,427

5,107,427

Total categorized assets at fair value
$
3,642,765,588

$
3,642,765,588

$
4,690,325,548

$
4,690,325,548

Fair value measured at net asset value per share: 2
 
 
 
 
Common/collective trusts
5,023,406,034

 
5,504,997,668

 
Total assets at fair value
$
8,666,171,622

 
$
10,195,323,216

 
1.
The Plan sponsor reviewed the Plan's temporary investments and determined such investments are valued using quoted prices in active markets. Prior period amounts were updated to conform with the current year presentation.
2.
Investments in common/collective trusts are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statements of net assets available for benefits.


The Plan's policy is to recognize transfers between levels of the fair value hierarchy as of the actual date of the event of change in circumstances that caused the transfer. There were no significant transfers between levels of the fair value hierarchy during 2018 .


5.
LEVERAGED EMPLOYEE STOCK OWNERSHIP PLAN AND LOAN PAYABLE

The Plan consists of a profit sharing plan with a cash or deferred feature which is intended to qualify under Sections 401(a) and 401(k) of the Code and an ESOP that is intended to qualify (as a stock bonus plan) under Sections 401(a) and 4975(e)(7) of the Code. The ESOP consists of (i) a leveraged employee stock ownership plan ("LESOP"), and (ii) the DowDuPont stock funds. The LESOP includes (i) the assets of the Suspense Account and (ii) a LESOP Stock Fund which (A) shall consist of shares of DowDuPont common stock acquired with the proceeds of exempt loans, and allocated to participant accounts, and (B) shall provide for such subaccounts as described in the definition of “LESOP Account” in Section 1.3 in the Plan and as further necessary. The portion of the Plan invested in the DowDuPont stock funds constitutes part of the employee stock ownership plan under Section 4975(e)(7) of the Code. The Trustee or its nominee votes all unallocated shares under the LESOP. See Note 7 for additional information.

The Plan has a loan outstanding with Dorintal Reinsurance, Ltd., a related party. At December 31, 2017 , the loan bore interest at 10.03% and was scheduled to mature in 2020. The loan was refinanced in December 2018 and currently bears interest at 4% and matures in 2024. The Plan uses dividends paid on unallocated shares of DowDuPont common stock to make the scheduled quarterly principal and interest payments. If needed, the Plan may use dividends paid on allocated shares of DowDuPont common stock to make these scheduled payments. Dividends from allocated shares were used to pay principal and interest in 2018 . These dividends were replaced by an equal value of shares released in accordance with the release fraction. The Company is required to make a cash contribution to fund any quarterly shortages in common stock dividends paid as compared to required principal and interest payments. There was no shortfall and no Company cash contribution for the year ended December 31, 2018 . DowDuPont declared common stock dividends of $1.52 per share during 2018 . See Note 7 for additional information.


9


Interest expense for the year ended December 31, 2018 is $2,906,340 . The minimum principal payments on the refinanced loan to maturity are as follows:

Minimum Loan Principal Payment to Maturity
 
2019
$
4,485,698

2020
4,667,836

2021
4,857,368

2022
5,054,596

2023
5,259,834

Thereafter
1,347,967

Total
$
25,673,299



6.
RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500 as of December 31, 2018 and 2017 :

Reconciliation of Net Assets Available for Benefits per the Financial Statements to Form 5500 at December 31,
2018
2017
Net Assets Available for Benefits per the Financial Statements
$
10,780,293,028

$
12,428,830,040

Adjustment from Contract Value to Fair Value for Fully Benefit-responsive Synthetic GICs
(13,747,381
)
16,499,744

Net Assets Available for Benefits per Form 5500
$
10,766,545,647

$
12,445,329,784


For the year ended December 31, 2018 , the following is a reconciliation of total investment loss per the financial statements to Form 5500:

Reconciliation of Net Decrease in Net Assets Available for Benefits per the Financial Statements to Form 5500 for 2018
 
Net decrease in net assets available for benefits per the financial statements
$
(1,645,356,313
)
Adjustment from contract value to fair value for fully benefit-responsive synthetic GICs
(30,247,125
)
Net income (loss) per Form 5500
$
(1,675,603,438
)


7.
SUBSEQUENT EVENTS
After the Merger as discussed in this annual report, DowDuPont announced its intent to pursue, subject to the receipt of approval by the Board of Directors of DowDuPont and customary closing conditions, the separation of its agriculture business, specialty products business and materials science business through a series of tax efficient transactions. As a result of these transactions, DowDuPont formed two wholly-owned subsidiaries: Dow Inc., to serve as a holding company for its materials science business, and Corteva, Inc., to serve as a holding company for its agriculture business.

On April 1, 2019, DowDuPont completed the distribution of Dow Inc. ("Dow Inc. Distribution"). Additionally, Dow Inc. commenced trading under the symbol “DOW” on the New York Stock Exchange on April 2, 2019. Fund unit trading for the Plan commenced on April 4, 2019. Prior to the commencement of unit trading on April 4, 2019, participants in the Plan who held DowDuPont stock fund units as of the close of business on March 29, 2019 received one unit of Dow Inc. stock funds for every three units of DowDuPont stock funds. No fractional units of Dow Inc. stock funds were issued. Instead, cash in lieu of any fractional units was paid and invested in the Plan money market fund. The DowDuPont common stock funds are closed to new investments within the Plan. Effective April 1, 2019, participants may elect to receive Dow Inc. stock fund dividends as a distribution rather than reinvesting dividends within the participant accounts and DowDuPont stock fund dividends are no longer eligible for distribution to participants.


10

                                            

As a result of the Dow Inc. Distribution, the LESOP stock funds held both Dow Inc. common stock and DowDuPont common stock. Additionally, the Company continued to be the sponsor of the Plan and was no longer a part of the DowDuPont controlled group, and DowDuPont common stock ceased to be an employer security with respect to the Plan under Section 407 of ERISA. Consequently, all DowDuPont common stock was sold and the proceeds were reinvested in Dow Inc. common stock. Future scheduled quarterly principal and interest payments on the loan outstanding with Dorintal Reinsurance, Ltd., will be made using dividends paid on unallocated shares of Dow Inc. common stock and allocated shares of Dow Inc. common stock, if needed. Additionally, Company matching contributions following April 1, 2019 are made from the LESOP in the form of Dow Inc. stock.

On June 1, 2019, DowDuPont completed the distribution of Corteva, Inc. (“Corteva, Inc. Distribution”). Additionally, Corteva, Inc. commenced trading under the symbol “CTVA” on the New York Stock Exchange on June 3, 2019. Fund unit trading for the Plan commenced on June 5, 2019. Prior to the commencement of unit trading on June 5, 2019, participants in the Plan who held DowDuPont stock fund units as of the close of business on May 31, 2019 received one unit of Corteva, Inc. stock funds for every three units of DowDuPont stock funds. No fractional units of Corteva, Inc. stock funds were issued. Instead, cash in lieu of any fractional units was paid to and invested in the Plan money market fund. The Corteva, Inc. stock funds are closed to new investments within the Plan. Following the Corteva, Inc. Distribution, DowDuPont continues to hold the specialty products business and changed its registered name from "DowDuPont Inc." to "DuPont de Nemours, Inc." ("DuPont"). The DowDuPont stock funds held in the account as of the close of business on May 31, 2019 were renamed DuPont stock funds and commenced trading on June 5, 2019.

Employees may divest their DowDuPont (now DuPont), Dow Inc., and Corteva, Inc. stock funds at any time and elect one of the other investment options available to them under the Plan.

In connection with the Dow Inc. Distribution and the Corteva, Inc. Distribution, DowDuPont, Dow Inc., and Corteva, Inc. entered into an employee matters agreement, effective as of April 1, 2019 (“Employee Matters Agreement”). The Employee Matters Agreement sets forth, among other matters that, as a result of the Dow Inc. Distribution, Plan participants aligned with DowDuPont’s agriculture business and specialty products business ceased contributions to the Plan. Additionally, Dow Inc. employees previously aligned with Historical DuPont’s material science business were allowed to enter the Plan as new participants when those entities formally adopted the Plan as of April 1, 2019. No Plan assets were transferred to or from the Plan as a result of the Dow Inc. Distribution. At the participant’s discretion, their assets in former plans can be rolled into the Plan.

11





SUPPLEMENTAL SCHEDULE

12


THE DOW CHEMICAL COMPANY EMPLOYEES' SAVINGS PLAN
PLAN SPONSOR: THE DOW CHEMICAL COMPANY
 
EMPLOYER IDENTIFICATION NO. 38-1285128
 
PLAN NO. 002
 
 
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
INCLUDING APPENDICES A - E
 
AS OF DECEMBER 31, 2018
 
 
 
(c)
 
 
 
 
Description of Investment
 
 
 
(b)
Including Maturity Date,
(d)
(e)
 
Identity of Issuer, Borrower,
Rate of Interest, Collateral,
Cost or Contract
Current
(a)
Lessor, or Similar Party
Par, or Maturity Value
Value
Value
*
DowDuPont Inc.:



 
DowDuPont Stock
 DowDuPont Stock
**
$
898,036,320

 
LESOP
 Allocated LESOP - DowDuPont Stock
**
817,516,512

 
LESOP
 Unallocated LESOP - DowDuPont Stock
$
134,156,362

349,109,418

 
Lilly Pre 91 Stock
 Common Stock
**
2,729,256

 
Lilly Post 90 Stock
 Common Stock
**
7,251,015

 
Linde Stock Fund
 Common Stock
**
20,236,828

 
T. Rowe Price US Treasury Fund
 Common/Collective Trust
**
102,702,665

 
PIM Total Return Inst
 Mutual Fund
**
184,629,412

 
TRP IS MID CP EQ GR
 Mutual Fund
**
461,309,289

 
NB Genesis R6
 Mutual Fund
**
218,928,263

 
TRP High Yield Inst
 Mutual Fund
**
125,142,801

 
BTC LP IDX RETIRE N
 Common/Collective Trust
**
125,097,813

 
BTC LP IDX 2020 N
 Common/Collective Trust
**
240,071,291

 
BTC LP IDX 2025 N
 Common/Collective Trust
**
285,838,082

 
BTC LP IDX 2030 N
 Common/Collective Trust
**
266,656,486

 
BTC LP IDX 2035 N
 Common/Collective Trust
**
179,923,905

 
BTC LP IDX 2040 N
 Common/Collective Trust
**
140,971,548

 
BTC LP IDX 2045 N
 Common/Collective Trust
**
122,535,340

 
BTC LP IDX 2050 N
 Common/Collective Trust
**
99,199,625

 
BTC LP IDX 2055 N
 Common/Collective Trust
**
90,017,136

 
BTC LP IDX 2060 N
 Common/Collective Trust
**
5,289,655

 
ACWI ex-US IMI Index
 Common/Collective Trust
**
185,781,067

 
American Century U.S. Real Estate Securities Trust
 Common/Collective Trust
**
70,563,353

 
Vang Inst 500 IDX TR
 Common/Collective Trust
**
1,480,733,411

 
Vang Inst Ext Mkt
 Common/Collective Trust
**
375,849,437

 
Vang Inst Tot Bd IDX
 Common/Collective Trust
**
167,740,075

 
Vang Global Equity
 Mutual Fund
**
193,369,788

 
Vang Dev Mkt IDX IP
 Mutual Fund
**
139,512,891

 
Vang Convertible Sec
 Mutual Fund
**
27,671,732

 
Vang LT Treasury ADM
 Mutual Fund
**
45,529,650

 
PIM Com Real Ret I
 Mutual Fund
**
11,773,643

 
PIM Real Return Inst
 Mutual Fund
**
47,582,693

 
Small Cap:



 
BTC Russel 2000 Index Fund
Common/Collective Trust
**
296,719,283

 
Emerging Markets IDX:



 
Emerging Markets Non-Lend
 Common/Collective Trust
**
103,060,692

 
      Forward
 
 
$
7,889,080,375

 
 
 
 
 
*
Represents a party-in-interest to the Plan
 
 
 
**
Cost information not required
 
 
 

13


THE DOW CHEMICAL COMPANY EMPLOYEES' SAVINGS PLAN
PLAN SPONSOR: THE DOW CHEMICAL COMPANY
 
EMPLOYER IDENTIFICATION NO. 38-1285128
 
PLAN NO. 002
 
 
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
INCLUDING APPENDICES A - E
 
AS OF DECEMBER 31, 2018
 
 
 
(c)
 
 
 
 
Description of Investment
 
 
 
(b)
Including Maturity Date,
(d)
(e)
 
Identity of Issuer, Borrower,
Rate of Interest, Collateral,
Cost or Contract
Current
(a)
Lessor, or Similar Party
Par, or Maturity Value
Value
Value
 
Forward
 
 
$
7,889,080,375

 
 
 
 
 
*
Fidelity Contrafund Pool CL 2
 Common/Collective Trust
**
684,655,170

*
Fidelity Govt MM Portfolio Inst Class
Money Market
**
29,932,288

 
Non-Interest Bearing Cash
Temporary Investments
**
82

*
Fidelity Short Term Investment Fund
Money Market
**
62,503,707

*
Participant Loans
Interest recorded at prime rate (3.25% - 10.5%)
**
113,531,034

 
Total
 
 
$
8,779,702,656

 
 
 
 
 
*
Represents a party-in-interest to the Plan
 
 
(continued)

**
Cost information not required
 
 
 

14


THE DOW CHEMICAL COMPANY EMPLOYEES' SAVINGS PLAN
PLAN SPONSOR: THE DOW CHEMICAL COMPANY
 
EMPLOYER IDENTIFICATION NO. 38-1285128
 
PLAN NO. 002
 
 
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
INCLUDING APPENDICES A - E
 
AS OF DECEMBER 31, 2018
 
 
 
(c)
 
 
 
 
Description of Investment
 
 
 
(b)
Including Maturity Date,
(d)
(e)
 
Identity of Issuer, Borrower,
Rate of Interest, Collateral,
Cost or Contract
Current
(a)
Lessor, or Similar Party
Par, or Maturity Value
Value
Value
 
Pacific Life:
 
 
 
 
G- 27523.01.0001 (see underlying assets at Appendix A)
PIMCO, Western; evergreen;
 
 
 
 
Synthetic GIC
**
$
256,308,783

 
Voya Retirement & Annuity:
 
 
 
 
    60031-A
    IGT Invesco ShrtTrm Bond:
 
 
 
 
evergreen; Common/collective trusts
**
438,684,793

 
    60090 (see underlying assets at Appendix B)
Various Securities, maturity dates,
 
 
 
 
and asset types
**
3,734,098

 
Transamerica:
 
 
 
 
MDA01078TR (see underlying assets at Appendix C)
IGT Invesco ShrtTrm Bond,
 
 
 
 
Dow NISA; evergreen; Synthetic GIC
**
387,714,046

 
RGA:
 
 
 
 
RGA 00036 (see underlying assets at Appendix E)
IGT Invesco ShrtTrm Bond; Wellington
 
 
 
 
Dow, evergreen; Synthetic GIC
**
221,970,544

 
Prudential Insurance:
 
 
 
 
 GA-62233 (see underlying assets at Appendix D)
Jennison, evergreen;
 
 
 
 
Synthetic GIC
**
356,240,483

 
    GA-63084
IGT Invesco ShrtTrm Bond;
 
 
 
 
evergreen; Common/collective trusts
**
36,781,793

 
Met Tower Life:
 
 
 
 
38025
IGT INVESCO ShrtTrm Bond;
 
 
 
    (see underlying assets at Appendix E)
Wellington Dow; evergreen;
**
323,071,888

 
 
MacKay Shields Dow; evergreen;
 
 
 
 
Synthetic GIC
 
 
 
Total guaranteed investment contracts
 
 
$
2,024,506,428

 
Total
 
 
$
10,804,209,084

 
 
 
 
 
*
Represents a party-in-interest to the Plan
 
 
 
**
Cost information not required
 
 
 


15



THE DOW CHEMICAL COMPANY EMPLOYEES' SAVINGS PLAN
PLAN SPONSOR: THE DOW CHEMICAL COMPANY, INC.                    
EMPLOYER IDENTIFICATION NO. 38-1285128                    
PLAN NO. 002                
APPENDIX A - UNDERLYING ASSETS FOR PACIFIC LIFE G-27523.01.0001                    
December 31, 2018
 
 
 
(c)
 
 
 
(b)
Face Value
 
 (e)
 
Identity of Issue, Borrower,
or Number
 (d)
 Current
(a)
Lessor or Similar Party
of Shares
 Cost
 Value
 
ABBVIE INC
3.200% 11/06/2022 DD 05/14/15
800,000

$
798,424

$
788,051

 
ABBVIE INC
3.600% 05/14/2025 DD 05/14/15
650,000

668,636

623,474

 
AMERICAN EXPRESS CREDIT CORP
2.250% 05/05/2021 DD 05/05/16
270,000

272,519

264,214

 
AMERICAN HONDA FINANCE CORP
VAR RT 11/05/2021 DD 09/06/17
700,000

697,158

689,871

 
AMERICAN INTERNATIONAL GROUP I
4.125% 02/15/2024 DD 10/02/13
1,500,000

1,544,339

1,506,135

 
AMGEN INC
2.700% 05/01/2022 DD 05/01/15
300,000

299,145

293,769

 
ANTHEM INC
2.950% 12/01/2022 DD 11/21/17
600,000

599,718

585,144

 
ARGENT SECURITIES INC A W10 M1
VAR RT 10/25/2034 DD 09/09/04
246,348

244,658

243,190

 
AT&T INC
3.400% 05/15/2025 DD 05/04/15
750,000

731,798

706,238

 
AT&T INC
4.300% 02/15/2030 DD 08/15/18
2,049,000

2,059,798

1,936,285

 
AUTODESK INC
3.125% 06/15/2020 DD 06/05/15
800,000

822,336

796,856

 
BANC OF AMERICA MORTGAGE A 1A1
VAR RT 02/25/2034 DD 01/01/04
8,841

8,886

8,857

 
BANK 2017-BNK7 BNK7 ASB
3.265% 09/15/2060 DD 09/01/17
1,000,000

1,029,960

987,760

 
BANK OF AMERICA CORP
VAR RT 12/20/2028 DD 12/20/17
1,052,000

1,059,004

982,726

 
BANK OF AMERICA CORP
4.100% 07/24/2023 DD 07/23/13
2,800,000

2,925,580

2,837,996

 
BARCLAYS PLC
3.200% 08/10/2021 DD 08/10/16
2,400,000

2,410,924

2,332,440

 
BAT CAPITAL CORP
VAR RT 08/15/2022 DD 11/15/18
500,000

504,030

494,970

 
BAYER US FINANCE II LLC 144A
VAR RT 06/25/2021 DD 06/25/18
700,000

700,000

690,676

 
BEAR STEARNS ALT-A TRUS 11 2A2
VAR RT 11/25/2034 DD 09/01/04
70,929

69,908

69,774

 
BMW US CAPITAL LLC 144A
VAR RT 04/12/2021 DD 04/12/18
1,000,000

1,000,000

990,270

 
BPCE SA
4.000% 04/15/2024 DD 04/15/14
1,300,000

1,327,690

1,305,096

 
BPCE SA
2.500% 07/15/2019 DD 07/15/14
400,000

398,068

398,464

 
CALIFORNIA ST
7.950% 03/01/2036 DD 04/01/10
500,000

620,800

527,880

 
CALIFORNIA ST
VAR RT 04/01/2047 DD 04/27/17
1,400,000

1,400,000

1,389,962

 
CGMS COMMERCIAL MORTGAG B1 AAB
3.243% 08/15/2050 DD 08/01/17
2,300,000

2,360,131

2,284,176

 
CHARTER COMMUNICATIONS OPERATI
4.464% 07/23/2022 DD 07/23/16
500,000

537,530

504,805

 
CITIGROUP COMMERCIAL GC11 AAB
2.690% 04/10/2046 DD 04/01/13
348,111

347,255

346,103

 
CITIGROUP COMMERCIAL GC29 AAB
2.984% 04/10/2048 DD 04/01/15
700,000

715,230

695,576

 
CITIGROUP COMMERCIAL MO B2 AAB
3.962% 03/10/2051 DD 03/01/18
700,000

720,960

724,899

 
CITIGROUP COMMERCIAL MO P8 AAB
3.268% 09/15/2050 DD 09/01/17
1,100,000

1,132,985

1,092,476

 
CITIGROUP INC
3.400% 05/01/2026 DD 05/02/16
2,800,000

2,830,354

2,633,736

 
COBB-MARIETTA COLISEUM & EXHIB
2.700% 01/01/2022 DD 09/09/15
650,000

650,000

648,739

 
COMCAST CORP
2.850% 01/15/2023 DD 01/14/13
500,000

489,095

490,280

 
COMM 2013-CCRE11 MORT CR11 ASB
3.660% 08/10/2050 DD 10/01/13
600,000

626,814

607,902

 
COMM 2014-CCRE19 MORT CR19 ASB
3.499% 08/10/2047 DD 08/01/14
800,000

823,980

809,472

 
COMM 2015-DC1 MORTGAGE DC1 ASB
3.142% 02/10/2048 DD 03/01/15
400,000

411,995

400,116

 
COMM 2016-COR1 MORTGA COR1 ASB
2.972% 10/10/2049 DD 10/01/16
500,000

505,645

494,435

 
COMMIT TO PUR FNMA SF MTG
3.000% 02/01/2034 DD 02/01/19
4,200,000

4,153,406

4,186,476

 
COMMIT TO PUR FNMA SF MTG
3.500% 02/01/2034 DD 02/01/19
5,300,000

5,337,266

5,360,367

 
COMMIT TO PUR FNMA SF MTG
4.000% 01/01/2049 DD 01/01/19
5,300,000

5,349,688

5,402,714


16


THE DOW CHEMICAL COMPANY EMPLOYEES' SAVINGS PLAN
PLAN SPONSOR: THE DOW CHEMICAL COMPANY, INC.                    
EMPLOYER IDENTIFICATION NO. 38-1285128                    
PLAN NO. 002                
APPENDIX A - UNDERLYING ASSETS FOR PACIFIC LIFE G-27523.01.0001                    
December 31, 2018
 
COMMIT TO PUR GNMA II JUMBOS
4.000% 01/20/2049 DD 01/01/19
5,200,000

5,242,250

5,324,332

 
CREDIT SUISSE AG/NEW YORK NY
3.625% 09/09/2024 DD 09/09/14
1,000,000

1,003,200

981,190

 
CREDIT SUISSE AG/NEW YORK NY
3.000% 10/29/2021 DD 10/29/14
900,000

894,600

888,588

 
CSAIL 2015-C1 COMMERCIA C1 ASB
3.351% 04/15/2050 DD 03/01/15
400,000

411,998

401,252

 
CSAIL 2015-C4 COMMERCIA C4 ASB
3.617% 11/15/2048 DD 11/01/15
1,000,000

1,075,039

1,011,340

 
CVS HEALTH CORP
4.100% 03/25/2025 DD 03/09/18
1,600,000

1,600,965

1,584,032

 
DAIMLER FINANCE NORTH AME 144A
2.300% 02/12/2021 DD 11/14/17
1,400,000

1,397,074

1,366,008

 
DAIMLER FINANCE NORTH AME 144A
VAR RT 05/04/2020 DD 05/04/18
800,000

800,000

795,544

 
DELL INTERNATIONAL LLC / 144A
4.420% 06/15/2021 DD 06/01/16
800,000

842,048

798,680

 
DELL INTERNATIONAL LLC / 144A
5.450% 06/15/2023 DD 06/01/16
400,000

436,568

407,056

 
DEUTSCHE BANK AG/NEW YORK NY
4.250% 10/14/2021 DD 04/14/18
1,200,000

1,197,156

1,173,300

 
DOMINION ENERGY GAS HOLDINGS L
2.500% 12/15/2019 DD 12/08/14
800,000

806,728

794,080

 
DUKE ENERGY CORP 144A
VAR RT 05/14/2021 DD 05/16/18
500,000

500,000

497,620

 
ECMC GROUP STUDENT L 2A A 144A
VAR RT 05/25/2067 DD 08/10/17
772,402

772,402

783,192

 
EMD FINANCE LLC 144A
2.400% 03/19/2020 DD 03/19/15
1,000,000

1,000,360

989,820

 
ENBRIDGE INC
2.900% 07/15/2022 DD 07/07/17
800,000

780,298

774,208

 
ENERGY TRANSFER OPERATING LP
4.150% 10/01/2020 DD 09/19/13
200,000

209,190

201,208

 
ENERGY TRANSFER PARTNERS LP /
5.750% 09/01/2020 DD 09/11/13
800,000

837,096

821,032

 
ENTERPRISE PRODUCTS OPERATING
6.500% 01/31/2019 DD 04/03/08
500,000

531,915

501,100

 
ESC LEHMAN BRTH HLD
0.000% 05/02/2018 DD 04/24/08
1,800,000

944,180

35,100

 
ESC LEHMAN BRTH HLD ESCROW
0.000% 11/24/2013 DD 01/22/08
900,000

484,667

17,100

 
FEDERAL HOME LN BK CONS BD
3.375% 12/08/2023 DD 12/09/13
1,300,000

1,326,620

1,339,715

 
FEDERAL HOME LN BK CONS BD
2.125% 02/11/2020 DD 02/09/18
800,000

798,536

796,256

 
FEDERAL HOME LN MTG CORP
1.625% 09/29/2020 DD 09/29/17
1,500,000

1,497,285

1,476,525

 
FEDERAL HOME LN MTG CORP
2.375% 02/16/2021 DD 02/16/18
3,000,000

2,992,080

2,989,590

 
FEDERAL NATL MTG ASSN
1.875% 09/24/2026 DD 09/27/16
2,000,000

1,838,240

1,860,900

 
FEDERAL NATL MTG ASSN
2.000% 01/05/2022 DD 01/09/17
6,400,000

6,389,922

6,305,280

 
FEDERAL NATL MTG ASSN
2.375% 01/19/2023 DD 01/23/18
1,200,000

1,193,292

1,191,024

 
FEDERAL NATL MTG ASSN
1.750% 09/12/2019 DD 07/28/14
20,000,000

19,887,400

19,877,800

 
FHLMC POOL #1G-1744
VAR RT 08/01/2035 DD 09/01/05
181,063

181,563

188,793

 
FHLMC POOL #78-0605
VAR RT 06/01/2033 DD 06/01/03
320,904

320,704

336,090

 
FHLMC POOL #84-6183
VAR RT 01/01/2024 DD 10/01/95
10,314

9,869

10,506

 
FHLMC POOL #G0-8835
3.500% 08/01/2048 DD 08/01/18
593,016

587,735

592,862

 
FHLMC POOL #G0-8841
3.500% 09/01/2048 DD 09/01/18
7,415,148

7,349,107

7,413,146

 
FHLMC MULTICLASS MTG
3.389% 03/25/2024 DD 06/01/14
1,000,000

1,029,951

1,016,920

 
FHLMC MULTICLASS MTG 3225 HF
VAR RT 10/15/2036 DD 10/15/06
395,251

397,104

397,828

 
FHLMC MULTICLASS MTG 3843 FE
VAR RT 04/15/2041 DD 04/15/11
448,365

449,486

447,764

 
FHLMC MULTICLASS MTG 3843 FG
VAR RT 04/15/2041 DD 04/15/11
448,365

449,486

451,472

 
FHLMC MULTICLASS MTG 4559 AF
VAR RT 03/15/2042 DD 03/01/16
1,401,844

1,403,596

1,399,573

 
FHLMC MULTICLASS MTG 4736 CD
3.000% 08/15/2046 DD 11/01/17
663,362

653,100

661,478

 
FHLMC MULTICLASS MTG K006 AX1
VAR RT 01/25/2020 DD 04/01/10
2,154,411

21,135

15,339

 
FHLMC MULTICLASS MTG K007 X1
VAR RT 04/25/2020 DD 06/01/10
379,327

4,681

3,820

 
FHLMC MULTICLASS MTG K008 X1
VAR RT 06/25/2020 DD 09/01/10
446,099

8,993

7,414

 
FHLMC MULTICLASS MTG K065 A1
2.864% 10/25/2026 DD 07/01/17
679,281

692,829

677,087

 
FHLMC MULTICLASS MTG W5FX AFX
VAR RT 04/25/2028 DD 06/01/18
2,400,000

2,342,856

2,399,472


17


THE DOW CHEMICAL COMPANY EMPLOYEES' SAVINGS PLAN
PLAN SPONSOR: THE DOW CHEMICAL COMPANY, INC.                    
EMPLOYER IDENTIFICATION NO. 38-1285128                    
PLAN NO. 002                
APPENDIX A - UNDERLYING ASSETS FOR PACIFIC LIFE G-27523.01.0001                    
December 31, 2018
 
FIDELITY NATIONAL INFORMATION
5.000% 10/15/2025 DD 10/20/15
139,000

158,142

144,591

 
FNMA POOL #0072163
VAR RT 02/01/2028 DD 02/01/89
2,321

2,302

2,283

 
FNMA POOL #0112511
VAR RT 09/01/2020 DD 01/01/91
685

689

679

 
FNMA POOL #0303298
VAR RT 01/01/2025 DD 04/01/95
2,029

2,083

2,034

 
FNMA POOL #0323919
VAR RT 08/01/2029 DD 08/01/99
11,509

11,049

12,004

 
FNMA POOL #0361373
VAR RT 07/01/2026 DD 09/01/96
13,379

13,718

13,726

 
FNMA POOL #0MA2705
3.000% 08/01/2046 DD 07/01/16
733,285

763,476

715,158

 
FNMA POOL #0MA3304
3.000% 02/01/2048 DD 02/01/18
593,839

571,385

578,975

 
FNMA GTD REMIC P/T 11-47 GF
VAR RT 06/25/2041 DD 05/25/11
1,075,295

1,079,663

1,086,703

 
FNMA GTD REMIC P/T 15-79 FE
VAR RT 11/25/2045 DD 10/25/15
697,612

693,579

698,079

 
FNMA GTD REMIC P/T 16-11 CF
VAR RT 03/25/2046 DD 02/25/16
792,778

790,301

794,356

 
FNMA GTD REMIC P/T 17-M12 A1
2.815% 06/25/2027 DD 10/01/17
1,485,753

1,500,584

1,475,620

 
FNMA GTD REMIC P/T 17-M8 A1
2.654% 05/25/2027 DD 07/01/17
500,125

505,108

498,199

 
FNMA GTD REMIC P/T 18-M12 FA
VAR RT 08/25/2025 DD 09/01/18
998,312

996,669

996,825

 
FORD CREDIT AUTO OWNE 1 A 144A
2.260% 11/15/2025 DD 05/15/14
1,000,000

999,751

996,920

 
FORD MOTOR CREDIT CO LLC
5.875% 08/02/2021 DD 08/01/11
650,000

712,992

666,621

 
FORD MOTOR CREDIT CO LLC
2.597% 11/04/2019 DD 11/04/14
800,000

793,720

791,168

 
FORD MOTOR CREDIT CO LLC
4.134% 08/04/2025 DD 08/04/15
900,000

937,629

810,702

 
GATX CORP
VAR RT 11/05/2021 DD 11/06/17
800,000

800,000

791,760

 
GENERAL ELECTRIC CO
2.700% 10/09/2022 DD 10/09/12
800,000

762,576

742,344

 
GENERAL ELECTRIC CO
4.650% 10/17/2021 DD 10/17/11
430,000

477,489

431,290

 
GENERAL MOTORS FINANCIAL CO IN
4.375% 09/25/2021 DD 09/25/14
500,000

524,475

500,970

 
GENERAL MOTORS FINANCIAL CO IN
VAR RT 10/04/2019 DD 10/06/16
800,000

803,400

803,248

 
GNMA POOL #0434797
8.500% 07/15/2030 DD 07/01/00
5,028

5,218

5,352

 
GNMA POOL #0434944
8.500% 11/15/2030 DD 11/01/00
2,585

2,683

2,658

 
GNMA POOL #0434985
8.500% 12/15/2030 DD 12/01/00
4,688

4,858

4,757

 
GNMA POOL #0486116
8.500% 07/15/2030 DD 07/01/00
9,172

9,508

9,192

 
GNMA POOL #0494885
8.500% 03/15/2030 DD 03/01/00
1,010

1,047

1,012

 
GNMA POOL #0498147
8.500% 12/15/2029 DD 12/01/99
309

320

310

 
GNMA POOL #0511172
8.500% 01/15/2030 DD 01/01/00
522

541

526

 
GNMA POOL #0520979
8.500% 09/15/2030 DD 09/01/00
4,875

5,059

5,531

 
GNMA POOL #0521829
8.500% 05/15/2030 DD 05/01/00
4,173

4,327

4,604

 
GNMA POOL #0531197
8.500% 06/15/2030 DD 06/01/00
7,887

8,175

7,926

 
GNMA POOL #0698036
6.000% 01/15/2039 DD 01/01/09
20,383

22,208

21,868

 
GNMA POOL #0782190
6.000% 10/15/2037 DD 10/01/07
3,663

3,991

3,973

 
GNMA POOL #0782449
6.000% 09/15/2038 DD 10/01/08
28,812

31,392

30,911

 
GNMA GTD REMIC P/T 17-57 WF
VAR RT 12/20/2045 DD 04/01/17
735,760

735,272

733,759

 
GNMA II POOL #0003001
8.500% 11/20/2030 DD 11/01/00
5,461

5,640

6,229

 
GNMA II POOL #0008089
VAR RT 12/20/2022 DD 12/01/92
25,914

26,352

26,344

 
GNMA II POOL #0008913
VAR RT 07/20/2026 DD 07/01/96
10,223

10,105

10,525

 
GNMA II POOL #0080022
VAR RT 12/20/2026 DD 12/01/96
10,840

10,887

11,161

 
GNMA II POOL #0080354
VAR RT 12/20/2029 DD 12/01/99
25,238

25,826

26,118

 
GOLDMAN SACHS GROUP INC/THE
5.250% 07/27/2021 DD 07/27/11
100,000

99,946

103,809

 
GOLDMAN SACHS GROUP INC/THE
5.750% 01/24/2022 DD 01/24/12
2,400,000

2,722,008

2,512,872

 
GOLDMAN SACHS GROUP INC/THE
4.000% 03/03/2024 DD 03/03/14
400,000

420,300

394,708


18


THE DOW CHEMICAL COMPANY EMPLOYEES' SAVINGS PLAN
PLAN SPONSOR: THE DOW CHEMICAL COMPANY, INC.                    
EMPLOYER IDENTIFICATION NO. 38-1285128                    
PLAN NO. 002                
APPENDIX A - UNDERLYING ASSETS FOR PACIFIC LIFE G-27523.01.0001                    
December 31, 2018
 
GOLDMAN SACHS GROUP INC/THE
VAR RT 06/05/2023 DD 06/05/17
600,000

600,000

575,994

 
GOLDMAN SACHS GROUP INC/THE
3.750% 05/22/2025 DD 05/22/15
200,000

201,482

191,354

 
HARLEY-DAVIDSON FINANCIAL 144A
VAR RT 03/02/2021 DD 11/28/18
1,000,000

1,000,000

999,990

 
HSBC HOLDINGS PLC
3.600% 05/25/2023 DD 05/25/16
900,000

915,877

894,861

 
HSBC HOLDINGS PLC
VAR RT 06/19/2029 DD 06/19/18
1,500,000

1,522,230

1,486,860

 
HYUNDAI AUTO LEASE B A2B 144A
VAR RT 12/16/2019 DD 05/31/17
456,304

456,304

456,309

 
IMPERIAL BRANDS FINANCE P 144A
3.750% 07/21/2022 DD 07/21/15
1,000,000

1,059,420

991,950

 
JACKSON NATIONAL LIFE GLO 144A
VAR RT 06/11/2021 DD 06/11/18
800,000

800,000

795,000

 
JAPAN BANK FOR INTERNATIONAL C
2.500% 06/01/2022 DD 06/01/17
500,000

499,510

492,865

 
JOHN DEERE CAPITAL CORP
VAR RT 09/10/2021 DD 09/10/18
800,000

800,000

792,016

 
JP MORGAN MORTGAGE TRUS A2 4A1
VAR RT 05/25/2034 DD 04/01/04
35,298

35,105

35,225

 
JPMBB COMMERCIAL MORTG C17 ASB
3.705% 01/15/2047 DD 12/01/13
582,048

609,264

588,340

 
JPMBB COMMERCIAL MORTG C21 ASB
3.428% 08/15/2047 DD 07/01/14
1,200,000

1,235,996

1,203,048

 
JPMBB COMMERCIAL MORTG C24 ASB
3.368% 11/15/2047 DD 10/01/14
1,000,000

1,029,996

1,000,760

 
JPMDB COMMERCIAL MORTGA C4 ASB
2.994% 12/15/2049 DD 11/01/16
900,000

926,999

879,156

 
JPMORGAN CHASE & CO
3.200% 01/25/2023 DD 01/25/13
1,000,000

1,036,420

985,430

 
JPMORGAN CHASE & CO
3.625% 05/13/2024 DD 05/13/14
3,000,000

3,128,610

2,980,020

 
KANSAS ST DEV FIN AUTH REVENUE
2.927% 04/15/2021 DD 08/20/15
950,000

950,000

948,309

 
KEYBANK NA/CLEVELAND OH
2.500% 12/15/2019 DD 11/24/14
250,000

256,076

248,465

 
KINDER MORGAN ENERGY PARTNERS
4.300% 05/01/2024 DD 05/02/14
500,000

516,530

499,255

 
KINDER MORGAN ENERGY PARTNERS
3.500% 09/01/2023 DD 02/28/13
1,500,000

1,480,858

1,457,055

 
KRAFT HEINZ FOODS CO
VAR RT 02/10/2021 DD 08/10/17
800,000

800,000

793,360

 
LEASEPLAN CORP NV 144A
2.875% 01/22/2019 DD 10/22/15
300,000

302,871

299,889

 
LEHMAN BRTH HLD (RICI) ESCROW
0.000% 12/28/2017 DD 12/21/07
2,000,000

1,998,520


 
LLOYDS BANK PLC
VAR RT 05/07/2021 DD 05/08/18
400,000

400,000

395,968

 
LLOYDS BANKING GROUP PLC
VAR RT 11/07/2023 DD 11/07/17
900,000

900,000

852,237

 
LLOYDS BANKING GROUP PLC
4.050% 08/16/2023 DD 08/16/18
800,000

799,784

790,336

 
LOS ANGELES CA MUNI IMPT CORPL
3.432% 11/01/2021 DD 11/19/15
450,000

450,000

456,242

 
LOS ANGELES CNTY CA PUBLIC WKS
2.560% 12/01/2019 DD 09/02/15
870,000

870,000

867,199

 
LOS ANGELES CNTY CA REDEV REFU
2.000% 09/01/2023 DD 08/25/16
800,000

792,424

769,424

 
MAJAPAHIT HOLDING BV 144A
7.750% 01/20/2020
600,000

627,000

623,838

 
MASTR ADJUSTABLE RATE M 15 1A1
VAR RT 12/25/2034 DD 11/01/04
14,362

14,430

14,330

 
MERRILL LYNCH MORTGAGE A1 2A1
VAR RT 02/25/2034 DD 02/01/04
132,613

133,162

132,547

 
METROPOLITAN LIFE GLOBAL 144A
2.300% 04/10/2019 DD 04/10/14
550,000

549,280

549,065

 
METROPOLITAN LIFE GLOBAL 144A
VAR RT 09/07/2020 DD 09/07/18
1,300,000

1,300,000

1,291,446

 
MIAMI-DADE CNTY FL AVIATION RE
3.285% 10/01/2023 DD 08/30/18
800,000

800,000

809,136

 
MORGAN STANLEY
4.000% 07/23/2025 DD 07/23/15
2,000,000

2,131,000

1,973,100

 
MORGAN STANLEY
5.750% 01/25/2021 DD 01/25/11
2,000,000

2,298,480

2,085,300

 
MORGAN STANLEY BANK OF C13 ASB
3.557% 11/15/2046 DD 12/01/13
499,440

518,893

504,520

 
MORGAN STANLEY BANK OF C16 A4
3.600% 06/15/2047 DD 06/01/14
900,000

957,516

908,010

 
MORGAN STANLEY CAPITAL HR2 ASB
3.509% 12/15/2050 DD 12/01/17
700,000

720,984

703,990

 
MOTEL 6 TRUST 2017 MTL6 A 144A
VAR RT 08/15/2034 DD 09/11/17
765,518

765,518

752,589

 
NATIONAL RURAL UTILITIES COOPE
VAR RT 06/30/2021 DD 07/26/18
1,000,000

1,000,000

992,320

 
NAVIENT STUDENT LOA 3A A1 144A
VAR RT 07/26/2066 DD 04/20/17
196,640

196,640

196,699

 
NAVIENT STUDENT LOA 4A A1 144A
VAR RT 06/27/2067 DD 09/20/18
922,546

922,546

920,710


19


THE DOW CHEMICAL COMPANY EMPLOYEES' SAVINGS PLAN
PLAN SPONSOR: THE DOW CHEMICAL COMPANY, INC.                    
EMPLOYER IDENTIFICATION NO. 38-1285128                    
PLAN NO. 002                
APPENDIX A - UNDERLYING ASSETS FOR PACIFIC LIFE G-27523.01.0001                    
December 31, 2018
 
NAVIENT STUDENT LOAN 5A A 144A
VAR RT 06/25/2065 DD 08/11/16
552,021

552,021

556,134

 
NEW YORK CITY NY TRANSITIONAL
3.480% 08/01/2026 DD 09/25/18
1,000,000

1,000,000

995,320

 
NEW YORK ST URBAN DEV CORP REV
2.100% 03/15/2022 DD 03/23/17
1,640,000

1,639,229

1,617,384

 
NISSAN MOTOR ACCEPTANCE C 144A
VAR RT 09/21/2021 DD 09/21/18
1,000,000

1,000,000

980,290

 
NORTH CAROLINA ST TURNPIKE AUT
6.700% 01/01/2039 DD 07/29/09
345,000

385,579

345,000

 
NORTH CAROLINA ST TURNPIKE AUT
6.700% 01/01/2039 DD 07/29/09
255,000

284,993

255,839

 
ORACLE CORP
2.950% 11/15/2024 DD 11/09/17
900,000

898,578

876,501

 
OVERSEAS PRIVATE INVT CORP
3.790% 06/15/2034 DD 03/17/14
1,046,404

1,046,894

1,086,920

 
PENSKE TRUCK LEASING CO L 144A
3.050% 01/09/2020 DD 12/11/14
800,000

822,952

796,584

 
PETROBRAS GLOBAL FINANCE BV
6.250% 03/17/2024 DD 03/17/14
200,000

200,980

202,900

 
PIONEER NATURAL RESOURCES CO
7.500% 01/15/2020 DD 11/13/09
850,000

1,041,905

883,269

 
PORT OF SEATTLE WA REVENUE
7.000% 05/01/2036 DD 07/16/09
750,000

876,195

760,388

 
PROTECTIVE LIFE GLOBAL FU 144A
2.161% 09/25/2020 DD 09/27/17
900,000

900,000

883,944

 
PUBLIC SERVICE ELECTRIC & GAS
1.900% 03/15/2021 DD 03/03/16
460,000

464,951

449,190

 
QUALCOMM INC
3.000% 05/20/2022 DD 05/20/15
400,000

399,848

393,520

 
QVC INC
4.850% 04/01/2024 DD 03/18/14
1,500,000

1,536,930

1,449,510

 
RECKITT BENCKISER TREASUR 144A
2.375% 06/24/2022 DD 06/26/17
800,000

799,248

768,376

 
REILLY MTG ASSOC 91ST FHA PROJ
VAR RT 02/01/2023 DD 11/04/99
7,693

7,886

7,702

 
RELIANCE STANDARD LIFE GL 144A
2.500% 04/24/2019 DD 04/24/14
1,000,000

997,670

997,540

 
REYNOLDS AMERICAN INC
6.875% 05/01/2020 DD 11/01/15
700,000

751,531

728,399

 
ROYAL BANK OF SCOTLAND GROUP P
3.875% 09/12/2023 DD 09/12/16
1,100,000

1,100,437

1,054,559

 
SABINE PASS LIQUEFACTION LLC
5.750% 05/15/2024 DD 11/15/14
1,000,000

1,117,630

1,043,360

 
SAN JOSE CA REDEV AGY SUCCESSO
3.125% 08/01/2028 DD 12/21/17
800,000

754,056

769,344

 
SANTANDER UK GROUP HOLDINGS PL
3.125% 01/08/2021 DD 01/08/16
1,150,000

1,165,658

1,128,978

 
SANTANDER UK PLC
VAR RT 11/15/2021 DD 11/15/18
400,000

400,000

396,288

 
SBA TOWER TRUST 144A
2.898% 10/15/2044 DD 10/15/14
900,000

900,000

894,699

 
SLC STUDENT LOAN TRUST 20 1 A3
VAR RT 02/15/2025 DD 06/15/05
303,073

302,742

302,931

 
SLC STUDENT LOAN TRUST 20 2 A3
VAR RT 03/15/2027 DD 09/28/05
402,737

401,856

402,504

 
SLC STUDENT LOAN TRUST 20 2 A5
VAR RT 09/15/2026 DD 09/19/06
943,022

935,092

941,400

 
SLM STUDENT LOAN T 10 A7B 144A
VAR RT 10/25/2029 DD 04/25/18
600,000

600,000

599,484

 
SLM STUDENT LOAN T 3A A6B 144A
VAR RT 10/25/2064 DD 04/25/14
1,000,000

988,125

1,002,480

 
SLM STUDENT LOAN TRUST 20 1 A5
VAR RT 01/26/2026 DD 01/25/07
290,812

289,904

289,856

 
SLM STUDENT LOAN TRUST 20 3 A5
VAR RT 10/25/2024 DD 04/13/05
163,163

161,760

163,009

 
SLM STUDENT LOAN TRUST 20 4 A3
VAR RT 01/25/2027 DD 05/19/05
346,011

344,173

344,315

 
SLM STUDENT LOAN TRUST 20 8 A5
VAR RT 01/27/2025 DD 09/14/06
1,001,223

997,782

997,229

 
SMBC AVIATION CAPITAL FIN 144A
4.125% 07/15/2023 DD 07/30/18
500,000

498,965

502,270

 
SOCIETE GENERALE SA 144A
2.625% 09/16/2020 DD 09/16/15
1,150,000

1,144,975

1,136,246

 
SOUTHERN POWER CO 144A
VAR RT 12/20/2020 DD 11/20/17
800,000

800,000

790,136

 
SOUTHWEST AIRLINES CO
2.750% 11/06/2019 DD 11/06/14
500,000

498,980

498,135

 
STRYKER CORP
3.500% 03/15/2026 DD 03/10/16
800,000

764,936

769,280

 
TECH DATA CORP
3.700% 02/15/2022 DD 01/31/17
400,000

400,804

392,448

 
TELEFONICA EMISIONES SA
5.877% 07/15/2019 DD 07/06/09
650,000

722,605

657,787

 
TELEFONICA EMISIONES SA
5.462% 02/16/2021 DD 02/16/11
900,000

1,000,629

932,715

 
TEVA PHARMACEUTICAL FINANCE NE
2.200% 07/21/2021 DD 07/21/16
600,000

577,740

551,526

 
THORNBURG MORTGAGE SECUR 4 2A1
VAR RT 09/25/2037 DD 08/01/07
67,723

67,696

67,506


20


THE DOW CHEMICAL COMPANY EMPLOYEES' SAVINGS PLAN
PLAN SPONSOR: THE DOW CHEMICAL COMPANY, INC.                    
EMPLOYER IDENTIFICATION NO. 38-1285128                    
PLAN NO. 002                
APPENDIX A - UNDERLYING ASSETS FOR PACIFIC LIFE G-27523.01.0001                    
December 31, 2018
 
TOYOTA MOTOR CREDIT CORP
VAR RT 05/17/2022 DD 05/17/18
1,100,000

1,100,000

1,087,812

 
TYSON FOODS INC
3.950% 08/15/2024 DD 08/08/14
700,000

756,035

695,940

 
U S TREASURY NOTE
1.500% 08/15/2026 DD 08/15/16
100,000

97,093

92,250

 
U S TREASURY NOTE
1.875% 07/31/2022 DD 07/31/17
5,700,000

5,712,246

5,581,782

 
U S TREASURY NOTE
2.250% 10/31/2024 DD 10/31/17
2,650,000

2,670,489

2,605,798

 
U S TREASURY NOTE
2.250% 02/15/2021 DD 02/15/18
4,500,000

4,492,441

4,475,565

 
U S TREASURY NOTE
2.750% 08/31/2023 DD 08/31/18
4,000,000

3,967,344

4,044,840

 
U S TREASURY NOTE
2.875% 11/30/2023 DD 11/30/18
1,300,000

1,307,313

1,322,646

 
U S TREASURY NOTE
1.750% 03/31/2022 DD 03/31/15
3,000,000

3,005,156

2,932,740

 
U S TREASURY NOTE
1.375% 04/30/2021 DD 04/30/16
4,800,000

4,791,609

4,681,488

 
U S TREASURY NOTE
2.250% 02/15/2027 DD 02/15/17
3,100,000

3,088,293

3,010,162

 
U S TREASURY NOTE
2.000% 04/30/2024 DD 04/30/17
4,100,000

4,063,164

3,991,719

 
U S TREASURY NOTE
2.375% 05/15/2027 DD 05/15/17
6,480,000

6,554,333

6,344,309

 
U S TREASURY NOTE
2.000% 05/31/2024 DD 05/31/17
5,200,000

5,217,976

5,059,444

 
UBS COMMERCIAL MORTGAGE C4 ASB
3.366% 10/15/2050 DD 10/01/17
500,000

514,982

496,035

 
UBS COMMERCIAL MORTGAGE C7 ASB
3.586% 12/15/2050 DD 12/01/17
800,000

823,995

807,176

 
UBS GROUP FUNDING SWITZER 144A
VAR RT 08/15/2023 DD 08/15/17
1,600,000

1,600,000

1,538,864

 
UBS-BARCLAYS COMMERCIAL C5 AAB
2.687% 03/10/2046 DD 02/01/13
418,428

416,403

415,670

 
UNIV OF CALIFORNIA CA REVENUES
2.719% 05/15/2024 DD 09/28/17
700,000

700,000

685,713

 
UTAH ST
3.539% 07/01/2025 DD 09/30/10
1,350,000

1,450,802

1,382,346

 
VERIZON COMMUNICATIONS INC
3.376% 02/15/2025 DD 08/16/17
2,589,000

2,561,966

2,512,391

 
VOLKSWAGEN GROUP OF AMERI 144A
2.450% 11/20/2019 DD 11/20/14
500,000

499,500

495,235

 
WELLS FARGO & CO
VAR RT 01/24/2023 DD 01/24/17
1,600,000

1,600,000

1,584,528

 
WELLS FARGO & CO
3.300% 09/09/2024 DD 09/09/14
2,500,000

2,488,775

2,418,350

 
WELLS FARGO COMMERCIAL C30 ASB
3.412% 09/15/2058 DD 08/01/15
800,000

856,438

803,712

 
WELLS FARGO COMMERCIAL C35 ASB
2.788% 07/15/2048 DD 07/01/16
600,000

617,980

588,750

 
WESTJET AIRLINES LTD 144A
3.500% 06/16/2021 DD 06/16/16
1,000,000

1,025,000

991,300

 
WISCONSIN ST GEN FUND ANNUAL A
1.899% 05/01/2022 DD 08/16/16
800,000

800,000

773,968

 
YALE UNIVERSITY
2.086% 04/15/2019 DD 04/10/14
350,000

357,884

349,587

 
ZIMMER BIOMET HOLDINGS INC
3.550% 04/01/2025 DD 03/19/15
800,000

826,712

760,360

 
COMMIT TO PUR FNMA SF MTG
3.500% 01/01/2034 DD 01/01/19
5,000,000

(5,042,578
)
(5,042,578
)
 
COMMIT TO PUR FNMA SF MTG
3.000% 01/01/2034 DD 01/01/19
4,200,000

(4,138,969
)
(4,138,969
)
 
COMMIT TO PUR FNMA SF MTG
3.000% 02/01/2034 DD 02/01/19
4,200,000

(4,153,406
)
(4,153,406
)
 
COMMIT TO PUR FNMA SF MTG
3.500% 01/01/2034 DD 01/01/19
300,000

(302,555
)
(302,555
)
 
COMMIT TO PUR FNMA SF MTG
3.500% 01/01/2034 DD 01/01/19
300,000

(301,500
)
(301,500
)
 
COMMIT TO PUR FNMA SF MTG
3.500% 01/01/2034 DD 01/01/19
5,000,000

(5,025,781
)
(5,025,781
)
 
COMMIT TO PUR FNMA SF MTG
3.500% 02/01/2034 DD 02/01/19
5,300,000

(5,337,266
)
(5,337,266
)
 
COMMIT TO PUR FNMA SF MTG
4.000% 01/01/2049 DD 01/01/19
5,300,000

(5,349,688
)
(5,349,688
)
 
COMMIT TO PUR FNMA SF MTG
3.000% 01/01/2034 DD 01/01/19
(4,200,000
)
4,156,688

4,156,688

 
COMMIT TO PUR FNMA SF MTG
3.500% 01/01/2034 DD 01/01/19
(300,000
)
302,320

302,320

 
COMMIT TO PUR FNMA SF MTG
3.500% 01/01/2034 DD 01/01/19
(300,000
)
302,555

302,555

 
COMMIT TO PUR FNMA SF MTG
3.500% 01/01/2034 DD 01/01/19
(5,000,000
)
5,042,578

5,042,578

 
COMMIT TO PUR FNMA SF MTG
3.500% 01/01/2034 DD 01/01/19
(5,000,000
)
5,038,672

5,038,672

 
COMMIT TO PUR GNMA II JUMBOS
4.000% 01/20/2049 DD 01/01/19
5,200,000

(5,242,250
)
(5,242,250
)
 
FHLMC POOL #1G-1744
VAR RT 08/01/2035 DD 09/01/05
(618
)
618

618


21


THE DOW CHEMICAL COMPANY EMPLOYEES' SAVINGS PLAN
PLAN SPONSOR: THE DOW CHEMICAL COMPANY, INC.                    
EMPLOYER IDENTIFICATION NO. 38-1285128                    
PLAN NO. 002                
APPENDIX A - UNDERLYING ASSETS FOR PACIFIC LIFE G-27523.01.0001                    
December 31, 2018
 
FHLMC POOL #78-0605
VAR RT 06/01/2033 DD 06/01/03
(5,493
)
5,493

5,493

 
FHLMC POOL #84-6183
VAR RT 01/01/2024 DD 10/01/95
(182
)
182

182

 
FHLMC MULTICLASS MTG 4559 AF
VAR RT 03/15/2042 DD 03/01/16
(59,205
)
59,205

59,205

 
90DAY EURO$ FUTURE (CME)
EXP JUN 19
112

(7,125
)
(7,125
)
 
90DAY EURO$ FUTURE (CME)
EXP DEC 19
62

52,700

52,700

 
US 5YR NOTE FUTURE (CBT)
EXP MAR 19
165

297,508

297,508

 
US ULTRA BOND (CBT)
EXP MAR 19
(16
)
(135,125
)
(135,125
)
 
INTEREST BEARING CASH
TEMPORARY INVESTMENTS
 
4,989,153

4,989,153

 
TOTAL UNDERLYING ASSETS
 
 
$
261,864,478

253,202,827

 
ADJUSTMENT FROM MARKET TO CONTRACT VALUE
 
 
3,105,956

 
CONTRACT VALUE
 
 
 
$
256,308,783



22


THE DOW CHEMICAL COMPANY EMPLOYEES' SAVINGS PLAN
PLAN SPONSOR: THE DOW CHEMICAL COMPANY, INC.            
EMPLOYER IDENTIFICATION NO. 38-1285128            
PLAN NO. 002        
APPENDIX B - UNDERLYING ASSETS FOR VOYA RETIREMENT & ANNUITY 60090            
December 31, 2018