Dow.com
2014 Investor Forum
Howard Ungerleider Chief Financial Officer November 13, 2014
Some of our comments today include statements about our expectations for the future. Those expectations involve risks and uncertainties. Dow cannot guarantee the accuracy of any forecasts or estimates, and we do not plan to update any forward-looking statements if our expectations change. If you would like more information on the risks involved in forward-looking statements, please see our Annual Report and our SEC filings. In addition, some of our comments reference non-GAAP financial measures. Where available, presentation of and reconciliation to the most directly comparable GAAP financial measures and other associated disclosures are provided on the Internet at www.dow.com/investors.
SEC Disclosure Rules
™Trademark of The Dow Chemical Company or an affiliated company of Dow. “EBITDA” is defined as earnings (i.e., “Net Income”) before interest, income taxes, depreciation and amortization. “Adjusted EBITDA” is defined as EBITDA excluding the impact of Certain items. “Adjusted EBITDA margin” is defined as “Adjusted EBITDA” as a percentage of reported net sales. “Adjusted EPS” is defined as earnings per share excluding the impact of Certain items. “Net Debt” equals total debt (“Notes payable” plus “Long-term debt due within one year” plus “Long-Term Debt”) minus “Cash and cash equivalents.” “Net Debt to Total Capitalization” ratio is defined as “Net Debt” divided by “Net Capital.” “Net Capital” is defined as “Total Equity” + “Redeemable Noncontrolling Interest” + “Net Debt.” “Net Debt to EBITDA” is defined as “Net Debt” divided by “Adjusted EBITDA.” “TTM” is defined as trailing twelve months. “Total Capital” is defined as total assets minus non-interest bearing liabilities. “Adjusted Return on Capital” is defined as TTM “Adjusted Net Operating Profit After Tax” divided by average “Total Capital.” “Adjusted Sales” for joint ventures is defined as sales for joint ventures less sales to Dow and/or other Dow joint ventures. “Net Debt” for joint ventures excludes debt owed to Dow and/or other Dow joint ventures. “Total Shareholder Return” is defined as stock price appreciation plus dividends paid.
Our Priorities Going Forward
Maintain strong focus on rewarding shareholders
Fully capitalize on growth levers
Make further strategic choices: Go deeper and narrower to drive the next level of long-term growth
Maintain Strong Focus on Rewarding Shareholders
Providing Clarity into Dow’s Segments
Maximizing Financial Strength
Looking Forward
Announcing New Segments Aligned to Dow’s Strategy
Foundation of Core Strengths Support the Entire Franchise Cost Advantaged Feedstocks in Every Region Scale & Operational Excellence Molecular and Physical Integration
Global Reach ― Marketing, Business & Operations Expertise in Science & Technology Strong Brand Value
Propylene ~60% Chlorine ~90%
Ethylene ~80% Acrylic Monomer~80%
Performance Materials & Chemicals Performance Plastics Agricultural Sciences Consumer Solutions
Infrastructure Solutions
Revenue: $14.9B Adj. EBITDA: $2.1B
Revenue: $22.6B Adj. EBITDA: $4.4B
Revenue: $7.2B Adj. EBITDA: $0.9B
Revenue: $8.5B Adj. EBITDA: $1.1B
Revenue: $4.6B Adj. EBITDA: $1.0B
3Q14 Trailing Twelve Months Revenue and Adj. EBITDA data
New Segments Aligned to Dow’s Strategy and Priorities Performance Materials
& Chemicals Performance Plastics
+161 bps +269 bps
ExxonMobil, Borealis, Braskem, LyondellBasell, INEOS, Westlake, Mitsui,
Nova
15.8%
19.3%
10.6%
14.0%
Stepan, BASF, Huntsman, Eastman, Bayer, Axiall,
Mitsui, Momentive
Leading integrated franchise with strong market fundamentals
Sadara and USGC Ethylene cycle
Strong integrated franchise(s)
Chlorine carve-out PDH and Sadara Productivity Drive
Agricultural Sciences Consumer Solutions Infrastructure
Solutions
+205 bps +121 bps Adj. EBITDA Margin TTM1, Change
Strategic Levers
Benchmark
21.8%
12.5%
14.6%
21.9%
13.4%
13.3%
Monsanto, Syngenta, Bayer, NuFarm, BASF,
DuPont, FMC
Cabot Micro, Croda, DuPont, Sumitomo,
Clariant, Stepan, Johnson Controls
RPM, Valspar, Kemira, Sherwin-Williams, Akzo Nobel, Arkema, Owens Corning, Pall,
PPG, Celanese
Dow
Benchmark
Solid positions in key market segments
Leading technology platforms
PDH and productivity drive for acrylic chain
Leading positions in attractive markets
Leading technology platform and strong innovation pipeline
Attractive market fundamentals
Aggressive growth funding to expand leading innovation pipeline
1) Trailing Twelve Months 3Q14 vs. Trailing Twelve Months 3Q13 2) 3Q14 Trailing Twelve Months Revenue and EBITDA data as available, otherwise Trailing Twelve Months 2Q14
-18 bps
Adj. EBITDA Margin TTM2 %
2013 Corporate EBITDA: ~$(925)MM
Insurance Operations Forex, Audit Fees, etc. NBD & Ventures Area Management
Environmental Operations Asbestos-Related
Defense/Resolution
Legacy ~$(250)MM
Enhancing Transparency and Accountability
Corporate Segment Changes
NBD is New Business Development
Business Related Costs ~$(500)MM
Enterprise Activities & Governance ~$(175)MM
Segments Now Own 100% of Business-Related Costs
Business leaders have clear visibility of costs
Business leaders accountable
Improved transparency with peer comparisons
2013 New Corporate:
~$(425)MM
Productivity: Delivering More with Less
Manufacturing & Engineering
2015 Productivity
Enterprise Level Activities
Supply Chain
Increase maintenance & raw materials efficiency
Improve asset utilization, yield & reliability
Optimize resource allocation
Improve S&OP process
Optimize Order to Cash
Eliminate stranded costs from portfolio actions
Optimize structural costs
Business Services
Leverage new ERP system
Procurement optimization
Specific Actions
Accelerating Productivity to Mitigate Headwinds and Drive Earnings Growth
Value Identified
~$300MM Target in 2015
Target: $1B
2015 2016 2017
Joint Venture Portfolio Optimization
Objectives: Access to low-cost feedstocks, differentiated technology and/or market access
Principal Joint Ventures represent ~90% of equity earnings
Increasing ability to consolidate earnings from growth-enabling JV’s, while reducing ownership in commodity product lines
JVs under review for Dow participation strategy and equity: Dow Corning, Kuwait JVs and Siam Cement Group
Dow Proportionate Share
Dollars in millions (unaudited) 2013 2012
Sales $8,129 $7,882
Adjusted Sales(1) $6,205 $6,040
EBITDA(2) $1,584 $1,016
Depreciation & Amortization $418 $365
EBITDA in Excess of Equity Earnings $637 $423
Equity Earnings $946 $593
Net Debt(3) $3,529 $1,855
(1) Adjusted Sales defined as Sales for these joint ventures less sales to Dow and/or to other Dow joint ventures. (2) EBITDA defined as earnings (i.e., “Net Income”) before interest, income taxes, depreciation and amortization. (3) Net Debt excludes debt owed to Dow and / or to other Dow joint ventures.
Principal Joint Ventures — Total
Dollars in millions (unaudited) 2013 2012
Sales $18,277 $17,662
Adjusted Sales(1) $13,649 $13,189
EBITDA(2) $3,293 $2,032
Depreciation & Amortization $951 $773
Maintain Strong Focus on Rewarding Shareholders
Providing Clarity into Dow’s Segments
Maximizing Financial Strength
Looking Forward
Strategy and Growth Catalysts Accelerate Earnings
Improving Earnings Profile Through the Cycle
EBITDA Rising as Self-Help Actions Gain Traction
Investments Will Deliver Significant Future Growth
4
5
6
7
8
9
10
$B
Adjusted EBITDA (TTM)
0
1
2
3
4
5
6
7
8
9
Recessions Mid-Point
$B
Annual Adjusted EBITDA ’0
8 -
‘09
‘02
’03
-’0
4
’11
-’1
3
Average over Identified Periods
TTM defined as Trailing Twelve Months
Focused Execution is Driving Higher Profitability
Increasing Adjusted ROC
0
1
2
3
$/s
har
e
Adjusted EPS Growth
0%
2%
4%
6%
8%
10%
12%
TSR Performance*
0%
5%
10%
15%
20%
25%
30%
35%
1 yr 3 yr 5 yr
Dow S&P Chem S&P 500
*Annualized Total Shareholder Return calculations as of November 7, 2014
TTM
TTM
8 Consecutive Quarters of YOY Adjusted EPS, EBITDA and EBITDA Margin Growth
TTM defined as Trailing Twelve Months
0
0.1
0.2
0.3
0.4
0.5
0.6
10
15
20
25
Inte
rest
Exp
ense
($
B)
Net
Deb
t ($
B)
Net Debt Interest Expense
Maintaining a Strong Balance Sheet
Maintaining Financial Flexibility
Reducing Debt L/T Maturity Due In 5 YRs Ratios Below Historic Avg
0
0.5
1
1.5
2
2.5
3
3.5
4
0
10
20
30
40
50
60
Net D
ebt : EB
ITDA
Net
Deb
t : C
apit
al
Net Debt : Capital Net Debt : EBITDA
0.0
0.5
1.0
1.5
2.0
2.5
3.0
2015 2016 2017 2018 2019
$B
$0.0
$0.2
$0.4
$0.6
$0.8
$1.0
$1.2
$1.4
$1.6
$1.8
'09 '10 '11 '12 '13 '14 '15 Est.
Div
iden
ds
Dec
lare
d ‒
$/s
h
Committed to Rewarding Our Shareholders
Increasing Annual Dividend to $1.68/sh
Increased Dividend by 14% and Announced New $5B Repurchase Program
Dividend Yield vs. Peers
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
4.0%
4.5%
BASF Dow LYB DD HUN ALB EMN MON CE PPG WLK
After Announced Dividend Increase
Source: Capital IQ — October 31, 2014
0.0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4Q13 1Q14 2Q14 3Q14
Shar
e R
epu
rch
ases
‒ $
B
$4.5 Billion Repurchase Program to be Completed by Year-End
TTM
$1.1B Remaining for 4Q14
TTM defined as Trailing Twelve Months
Maintain Strong Focus on Rewarding Shareholders
Providing Clarity into Dow’s Segments
Maximizing Financial Strength
Looking Forward
2015 Modeling Assumptions Dow Assumptions
Global real GDP: ~3% — U.S.: ~3% — Europe: ~1% — China and India: ~6-7%
Sadara Polyethylene Start-up: 2H15
PDH RTO: mid‒2015
Capital expenditures of $3.9 billion
Interest expense ~$250 million/QTR
Corporate Segment ~$400‒450 million/yr
Effective tax rate: 26‒29%
Dow Assumptions Tailwinds & Self-Help
Cycle
PDH
Productivity (costs)
Operating Rates
Organic Growth
Headwinds
Sadara Commissioning
Pension
Salary Inflation
Forex
Levers to Deliver Sustainable and Increasing Cash Flow
Capital Expenditures Peak in 2015
Ris
k M
itig
atio
n Accelerate productivity timeline
Optimize capital expenditures
Reduce working capital
Maintain operational excellence
Portfolio management
Max
imiz
e Continue to increase shareholder
remuneration
Maintain strong financial flexibility
Fund growth investments
2014 2015 2016 2017 2018
$ B
illio
n
Economic Assumptions: Base Case
Sources of Cash
Cash from Operations
Sources of Additional Upside Ethylene Cycle Productivity Portfolio Management Targeted Marketing & Innovation
Financial Priorities Moving Forward
Continue to improve ROC with a goal to return 3% above our cost of capital
Drive 10% average annual EPS growth over the long-term
Maintain capital structure that provides financial flexibility to invest for organic growth, reward shareholders — Convert preferred shares — Maintain a solid investment grade credit rating — Post-2015, drive capex spending toward D&A levels
Continue to increasingly reward shareholders — complete $9.5B share buyback program in line with increasing cash flow, maintain dividend yield in line with historic ratios
Segment Recast Changes
PRIOR SEGMENT BUSINESS
Agricultural Sciences Crop Protection
Seeds
Coatings and Infrastructure Solutions
Performance Monomers
Dow Coating Materials
Dow Water and Process Solutions
Dow Building and Construction
Electronics and
Functional Materials
Dow Electronic Materials
Functional Materials
Performance Materials
Dow Oil, Gas & Mining
Dow Plastics Additives
Oxygenated Solvents
Polyglycols, Surfactants & Fluids
Chlorinated Organics
Epoxy
Propylene Oxide/ Propylene Glycol
Polyurethanes
Dow Formulated Systems
Dow Automotive Systems
Amines
Feedstocks and Energy
Ethylene Oxide/ Ethylene Glycol
Chlor-Alkali / Chlor-Vinyl
Energy
Hydrocarbons
Performance Plastics
Dow Packaging and Specialty Plastics
Dow Elastomers
Dow Electrical and Telecommunications
BUSINESS NEW SEGMENT
Crop Protection Agricultural Sciences
Seeds
Consumer Care Consumer Solutions
Dow Automotive Systems
Dow Electronic Materials
Dow Building and Construction
Infrastructure Solutions Dow Coating Materials
Energy and Water Solutions
Performance Monomers
Chlor-Alkali and Vinyl
Performance Materials &
Chemicals
Chlorinated Organics
Epoxy
Industrial Solutions
Polyurethanes
Dow Elastomers
Performance Plastics
Dow Electrical and Telecommunications
Dow Packaging and Specialty Plastics
Energy
Hydrocarbons
PRIOR SEGMENTS NEW SEGMENTS