Dow Chemical 2014 Annual Report Download

Download and view the complete annual report

Please find the complete 2014 Dow Chemical annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 186

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186



DECISIVE. DISCIPLINED.
Delivering on Our Priorities.
The Dow Chemical Company
2014 Annual Report

Table of contents

  • Page 1
    DECISIVE. DISCIPLINED. Delivering on Our Priorities. The Dow Chemical Company 2014 Annual Report

  • Page 2
    ... customers and the world need, we are strengthening Dow ...for now and for the future. Contents 1 Financial Highlights 2 Chairman's Letter to Stockholders 6 2014 Achievements 8 Corporate Governance: Board of Directors, Dow Executive Operating Team and Corporate Officers 10 Strategic Growth Levers...

  • Page 3
    ...-looking statements whether because of new information, future events or otherwise, except as required by securities and other applicable laws. References to "Dow" or the "Company" mean The Dow Chemical Company and its consolidated subsidiaries, unless otherwise expressly noted. 2014 Annual Report...

  • Page 4
    ... sales. 3 2 The Dow Chemical Company Adjusted Return on Capital is on a trailing twelve-month basis and defined as Adjusted Net Operating Profit After Tax divided by Average Total Capital. "Adjusted Net Operating Profit After Tax" is defined as Adjusted Net Income plus Preferred Stock Dividends...

  • Page 5
    ... peripheral slow-growth markets. Additionally, and critically for this value-growth strategy, in 2014, our scientists achieved a record number of patents. Sales from patentadvantaged products today represent more than 20 percent of Dow's revenue - enabling future margin expansion opportunities...

  • Page 6
    ... our joint ventures, either through acquisition - like we are currently doing with Univation - or by diluting or divesting our ownership. We formed new operating segments to better align our businesses within their key, integrated chemical and plastics value chains and end-market orientation...

  • Page 7
    ...) - Reward our shareholders via share buybacks and dividend increases Ú Combination of Low-Cost and Value-Add Products Enables Superior Value Creation Throughout the Cycle Andrew N. Liveris President, Chief Executive Officer and Chairman of the Board February 13, 2015 2014 Annual Report 5

  • Page 8
    ... is part of the Company's U.S. Gulf Coast investments to capitalize on low-cost shale gas and enable growth in many of Dow's high-margin, technology-enabled businesses. A world-scale ethylene production facility is under construction in Freeport, Texas. • Dow opens Pack Studios Shanghai, one...

  • Page 9
    ...Golden Gate Capital for $1.215 billion. 2014 Annual Report 7 • Reinforcing its commitment to increasingly reward shareholders, Dow's Board of Directors declares its second dividend increase in 2014 - up 14 percent, from $0.37 per share to $0.42 per share in the fourth quarter, and announces a new...

  • Page 10
    ... Vice President, Corporate President and Chief Financial Officer, The Boeing Company Director since 2005 Jeff M. Fettig Chairman and Chief Executive Officer, Whirlpool Corporation Dow Lead Director Director since 2003 Mark Loughridge Former Chief Financial Officer, IBM Director since January 1, 2015...

  • Page 11
    ..., Business Operations Heinz Haller Executive Vice President and President of Dow Europe, Middle East, Africa and India Joe E. Harlan Chief Commercial Officer and Vice Chairman, Market Businesses Peter Holicki Corporate Vice President, Manufacturing and Engineering and Environment, Health and Safety...

  • Page 12
    ...our customers in key end-markets, build leading businesses and accelerate growth for our shareholders. Advantaged Low-Cost Position Our investments in advantaged feedstocks in the Middle East and on the U.S. Gulf Coast are enabling Dow to capitalize on global growth opportunities and drive increased...

  • Page 13
    ... a record number for the Company. Patent-advantaged sales now represent more than 20 percent of our revenue. Dow has delivered, on average, more than 1,000 basis points of margin premium over non-patented products over the past five years. 13 12 11.5 11 10.5 2010 22% 2011 20% 12.5 2012 2013...

  • Page 14
    ... 14.5% Agricultural Sciences Consumer Solutions Total Sales $7,290 (dollars in millions) Crop Protection Seeds 78% 22% Total Sales $4,639 (dollars in millions) Consumer Care Dow Automotive Systems Dow Electronic Materials 29% 25% 46% 12 The Dow Chemical Company 1 Adjusted EBITDA margin is...

  • Page 15
    ... Chemicals Performance Plastics Total Sales $8,429 (dollars in millions) Dow Building & Construction Dow Coating Materials Energy & Water Solutions Performance Monomers 21% 28% 24% 27% Total Sales $15,114 (dollars in millions) Chlor-Alkali and Vinyl Chlorinated Organics Epoxy Industrial Solutions...

  • Page 16
    ... to develop and bring to market plant biotechnology and crop protection solutions for sustainable food systems across the globe. For example, Brazil is increasingly becoming one of Dow AgroSciences' priority markets - with the agreement to purchase Coodetec's seeds business as a key proof point to...

  • Page 17
    ...of technology-based products and solutions to customers in approximately 180 countries and in high-growth sectors such as electronics, water, energy, automotive and agriculture. Our core capabilities amplify the scale and efficiency of our targeted marketing, R&D efforts and leveraged share services...

  • Page 18
    ... in cash flow from operations, excluding the K-Dow award. The Company's ongoing focus on growth in targeted markets, productivity and margin expansion resulted in a more than $320 million increase versus 2013 - representing a second consecutive year of record cash flow from operations on this basis...

  • Page 19
    ... growth and further reward our shareholders through continued share buyback, a competitive dividend and solid investment. Next Productivity Tranche ($1 billion by 2017) Manufacturing and Engineering Supply Chain Business Services Enterprise-Level Activities 50% 25% 20% 5% 2014 Annual Report...

  • Page 20
    ... Goals into our market-driven strategy and our corporate processes has saved resources and supported the Company's actions to drive operational efficiency and growth. Benefits include: Maximizing Growth from Science-Driven Innovation $5.7 billion in revenue in 2013 from products highly advantaged by...

  • Page 21
    ...percentage of sales from Dow products that are highly advantaged by sustainable chemistry increased from 7.1 percent in 2012 to 10 percent, or $5.7 billion, in 2013 - reaching our 2015 Sustainability Goal target. Highly Advantaged Sales 2015 Goal 10% Addressing Climate Change, Energy Efficiency and...

  • Page 22
    ... Charge related to Dow Corning's Clarksville, Tennessee, site abandonment Chlorine value chain separation costs Loss on early extinguishment of debt Adjustment of uncertain tax provision Total certain items Dilutive effect of assumed preferred stock conversion into shares of common stock Reported...

  • Page 23
    ... interests - Preferred stock dividends Net Income Available for The Dow Chemical Company Common Stockholders 2014 $ 8,944 2,747 51 983 $ 5,265 1,426 67 340 $ 3,432 2013 $ 10,545 2,681 41 1,101 $ 6,804 1,988 29 340 $ 4,447 Adjusted EBITDA Calculation In millions Twelve Months Ended December 31...

  • Page 24
    ... value per share by being the most valuable and respected science company in the world. Corporate Strategy Invest in a market-driven portfolio of advantaged and technology-enabled businesses that create value for our shareholders and customers Combination of low-cost and value-add products enables...

  • Page 25
    ... the registrant is a shell company (as defined in Rule 12b-2 of the Act). The aggregate market value of voting common stock held by non-affiliates as of June 30, 2014 (based upon the closing price of $51.46 per common share as quoted on the New York Stock Exchange), was approximately $61.4 billion...

  • Page 26
    ... Exhibits, Financial Statement Schedules. 141 143 Directors, Executive Officers and Corporate Governance. Executive Compensation. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Certain Relationships and Related Transactions, and Director Independence...

  • Page 27
    The Dow Chemical Company and Subsidiaries FORWARD-LOOKING STATEMENTS Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to business plans, objectives, and expected operating results, and the assumptions upon which those ...

  • Page 28
    ... reported in five operating segments: Agricultural Sciences, Consumer Solutions, Infrastructure Solutions, Performance Materials & Chemicals and Performance Plastics. Strategy Dow's strategy is to invest in a market-driven portfolio of advantaged and technology-enabled businesses that create value...

  • Page 29
    ... providing crop protection and seed/plant biotechnology products and technologies, urban pest management solutions and healthy oils. The business invents, develops, manufactures and markets products for use in agricultural, industrial and commercial pest management, and food service. The segment has...

  • Page 30
    ... the peak sales period in the northern hemisphere. CONSUMER SOLUTIONS The Consumer Solutions segment consists of three global businesses: Consumer Care, Dow Automotive Systems and Dow Electronic Materials. These global businesses develop and market customized materials using advanced technology and...

  • Page 31
    ... the businesses to the human element. Developing performance-enhancing solutions that enable customers to differentiate their products in the global pharmaceutical, food, home and personal care markets, Consumer Care provides the expertise that makes end-use products better so consumers feel...

  • Page 32
    ... include Ashland, BASF, Bayer, JSR Micro and Shin-Etsu Chemical. Joint Ventures The Consumer Solutions segment includes a portion of the Company's share of the results of Dow Corning Corporation, a joint venture that manufactures silicone and silicone products, which is owned 50 percent by the...

  • Page 33
    ... The Infrastructure Solutions segment is comprised of an industry-leading portfolio of businesses utilizing advanced technology to deliver products such as architectural and industrial coating applications, building insulation, adhesives, microbial protection for the oil and gas industry, and water...

  • Page 34
    ... the Company's share of the results of Dow Corning Corporation, a joint venture that manufactures silicone and silicone products, which is owned 50 percent by the Company. PERFORMANCE MATERIALS & CHEMICALS The Performance Materials & Chemicals segment is comprised of five technology-driven, customer...

  • Page 35
    ... of major national and international oil companies. Performance Materials & Chemicals back-integration into feedstocks supports a low-cost manufacturing base and consistent, reliable product supply. Dow is a full-service supplier with a global technical service network located close to the customer...

  • Page 36
    ... on the basis of quality, technology and price. Key competitors include Axiall, BASF, Bayer, Hexion, Huntsman and Olin. Distribution The Performance Materials & Chemicals segment markets its products primarily through the Company's sales force and also utilizes distributors worldwide. Joint Ventures...

  • Page 37
    ... Performance Plastics segment includes chemical divisions of major national and international oil companies, which provide competition in the United States and abroad. Dow competes worldwide on the basis of product quality, product supply, technology, price and customer service. Performance Plastics...

  • Page 38
    ...Co. This business was reported in the Performance Plastics segment through the date of divestiture. Future Investments The Company announced a number of investments in the U.S. Gulf Coast to take advantage of increasing supplies of low-cost natural gas and NGLs derived from shale gas. As a result of...

  • Page 39
    ... Company purchases natural gas, primarily to generate electricity, and purchases electric power to supplement internal generation. Expenditures for hydrocarbon feedstocks and energy accounted for 38 percent of the Company's production costs and operating expenses for the year ended December 31, 2014...

  • Page 40
    ...is to protect the results of its research for use in operations and licensing. Dow is also party to a substantial number of patent licenses and other technology agreements. The Company had revenue related to patent and technology royalties totaling $388 million in 2014, $327 million in 2013 and $448...

  • Page 41
    ...Univation Technologies, LLC ("Univation"), which will result in Univation becoming a wholly owned subsidiary of Dow. The transaction is expected to close in the first half of 2015, pending regulatory approvals. See Note 8 to the Consolidated Financial Statements for additional information regarding...

  • Page 42
    ..., Health & Safety Operations General Counsel and Executive Vice President President, Chief Executive Officer and Chairman of the Board Corporate Vice President and Treasurer Corporate Vice President, Human Resources and Aviation Corporate Vice President, Research & Development 2014 Charles...

  • Page 43
    ... on the basis of product quality, price, technology and customer service. Increased levels of competition could result in lower prices or lower sales volume, which could have a negative impact on the Company's results of operations. Economic conditions around the world, and in certain industries in...

  • Page 44
    ... of Union Carbide disposing of its asbestos-related claims, including future defense costs, could have a material impact on the Company's results of operations and cash flows for a particular period and on the consolidated financial position of the Company. The Company, among others, was named as...

  • Page 45
    ... manufacturing operations, sales and marketing activities, and/or implementation of these projects is not successful, it could adversely affect the Company's financial condition, cash flows and results of operations. The Company has also announced a number of portfolio management actions, including...

  • Page 46
    ...Changes in the market value of plan assets, investment returns, discount rates, mortality rates, regulations and the rate of increase in compensation levels may affect the funded status of the Company's plans and could cause volatility in the net periodic benefit cost, future funding requirements of...

  • Page 47
    PART I, Item 1B. Unresolved Staff Comments. UNRESOLVED STAFF COMMENTS None. The Dow Chemical Company and Subsidiaries 23

  • Page 48
    ... major production sites, the Company has plants and holdings in the following geographic areas: Asia Pacific: Canada: Europe, Middle East, Africa and India: Latin America: United States: 40 manufacturing locations in 11 countries. 6 manufacturing locations in 3 provinces. 54 manufacturing locations...

  • Page 49
    ..., Asbestos-Related Matters of Union Carbide Corporation in Management's Discussion and Analysis of Financial Condition and Results of Operations, and Note 14 to the Consolidated Financial Statements. Environmental Matters The Company received an Administrative Complaint dated May 23, 2013 from the...

  • Page 50
    ...the complaint in its entirety. On November 18, 2014, the Court granted Plaintiff's motion for reargument on one count, alleging that the 2012 proxy failed to include the approximate number of persons eligible to receive awards under the 2012 Plan. The Company believes the lawsuit to be without merit...

  • Page 51
    PART I, Item 4. Mine Safety Disclosures. MINE SAFETY DISCLOSURES Not applicable. The Dow Chemical Company and Subsidiaries 27

  • Page 52
    ... PURCHASES OF EQUITY SECURITIES The principal market for the Company's common stock is the New York Stock Exchange, traded under the symbol "DOW." Quarterly market and dividend information can be found in Quarterly Statistics at the end of Part II, Item 8. Financial Statements and Supplementary Data...

  • Page 53
    ... common share - diluted Cash dividends declared per share of common stock Book value per share of common stock Year-end Financial Position Total assets Long-term debt Financial Ratios Research and development expenses as percent of net sales Income before income taxes as percent of net sales Return...

  • Page 54
    ... are reported in five operating segments: Agricultural Sciences, Consumer Solutions, Infrastructure Solutions, Performance Materials & Chemicals and Performance Plastics. In 2014, 37 percent of the Company's sales were to customers in North America; 34 percent were in Europe, Middle East, Africa and...

  • Page 55
    ... for shareholders. The Company is driving proactive portfolio management and productivity actions, efficiently managing capital and investing for long-term growth. Net sales for 2014 were $58.2 billion, up 2 percent from $57.1 billion in 2013, with volume up 2 percent and price flat. Sales increased...

  • Page 56
    ... announced new reportable segments which reflect Dow's strategy to be low-cost and fully integrated across key value chains. On November 12, 2014, the Company announced it signed a definitive agreement to sell ANGUS Chemical Company to Golden Gate Capital for $1.215 billion. The transaction closed...

  • Page 57
    ... from the Company at the end of March 2015. The Company also announced that Johanna Söderström was named Corporate Vice President of Human Resources and Aviation. • • • • • • • • Dow's results of operations and financial condition for the year ended December 31, 2014 are...

  • Page 58
    ... in purchased feedstock and energy costs and increased performance-based compensation costs. Gross margin in 2013 was reduced by $181 million for asset impairments and related costs, including the shutdown of manufacturing facilities in the Chlor-Alkali and Vinyl business, Energy & Water Solutions...

  • Page 59
    ... in Consumer Solutions. See Notes 9 and 11 to the Consolidated Financial Statements for additional information on this impairment. The Company performs annual goodwill impairment tests during the fourth quarter of the year. In 2014, the Company performed qualitative testing for 9 of the 14 reporting...

  • Page 60
    ...and other costs associated with the contribution of development costs to Sadara (reflected in Corporate). During 2012, Dow Corning's sales of solar-grade polycrystalline silicon products declined, driven by depressed prices and declining sales volume that resulted from the July 2012 Chinese Ministry...

  • Page 61
    ... were more than offset by foreign currency exchange losses, venture capital investment losses and $49 million of transaction expenses related to the planned separation of the Company's chlorine value chain (reflected in Corporate). In 2013, sundry income (expense) - net included a gain of $2.161...

  • Page 62
    ... 24 to the Consolidated Financial Statements for additional information concerning noncontrolling interests. Preferred Stock Dividends Preferred stock dividends of $340 million were recognized in 2014, 2013 and 2012. These dividends related to the Company's Cumulative Convertible Perpetual Preferred...

  • Page 63
    ... diluted earnings per share (reported U.S. GAAP amount). (7) The Company used "Net Income Attributable to The Dow Chemical Company" when calculating diluted earnings per share (reported U.S. GAAP amount) for the twelve-month period ended December 31, 2013, as it excludes preferred dividends of $340...

  • Page 64
    ... of the Dow Consumer and Industrial Solutions global business - Dow Pharma and Food Solutions - SAFECHEM, previously aligned with the Chlorinated Organics global business • Dow Automotive Systems, previously aligned with the Performance Materials segment • Dow Electronic Materials INFRASTRUCTURE...

  • Page 65
    ... costs (i.e., information systems, finance, human resources, legal, supply chain, etc.) are now fully allocated to the segments. In addition, long-term performance-based compensation expense, including the Employee Stock Purchase Plan, stock options, deferred stock and performance deferred stock...

  • Page 66
    SALES VOLUME AND PRICE BY OPERATING SEGMENT AND GEOGRAPHIC AREA Sales Volume and Price by Operating Segment and Geographic Area 2014 Percent change from prior year Volume Price Total Volume Operating Segments: Agricultural Sciences 3% (1)% 2% 11% Consumer Solutions 3 (1) 2 3 Infrastructure Solutions...

  • Page 67
    ... solutions and healthy oils. The business invents, develops, manufactures and markets products for use in agricultural, industrial and commercial pest management, and food service. Agricultural Sciences consists of two businesses - Crop Protection and Seeds. Agricultural Sciences In millions Sales...

  • Page 68
    ...Consumer Solutions segment consists of three global businesses - Consumer Care, Dow Automotive Systems and Dow Electronic Materials - and includes a portion of the Company's share of the results of Dow Corning, a joint venture of the Company. Consumer Care includes Dow Home, Institutional & Personal...

  • Page 69
    ...the following businesses: Dow Building & Construction, Dow Coating Materials, Energy & Water Solutions, and Performance Monomers; and includes a portion of the Company's share of the results of Dow Corning, a joint venture of the Company. Infrastructure Solutions In millions Sales Price change from...

  • Page 70
    .... Industrial Solutions reported lower volume, primarily due to the expiration of a low margin marketing agreement in Asia Pacific in 2013. Chlor-Alkali and Vinyl volume increased in all geographic areas, except North America, driven by higher downstream demand in the chlorine chain. Epoxy reported...

  • Page 71
    ... in 2013 as higher propylene and energy costs, decreased sales volume and increased SG&A costs partially offset higher equity earnings, higher selling prices, decreased spending on planned maintenance turnarounds and improved operating rates. Performance Materials & Chemicals Outlook for 2015...

  • Page 72
    ... Energy sales, price increased 4 percent and volume increased 1 percent. Despite production outages in North America in the second and third quarters of 2014, Dow Packaging and Specialty Plastics volume improved due to price/volume management, most notably in Europe where declining feedstock costs...

  • Page 73
    ... crude oil prices. The Company has a number of investments in the U.S. Gulf Coast to take advantage of increasing supplies of low-cost natural gas and natural gas liquids derived from shale gas including a new on-purpose propylene production facility (expected start-up in mid-2015) and a new world...

  • Page 74
    ...19 to the Consolidated Financial Statements for additional information. On October 2, 2014, the Company announced it signed a definitive agreement with ExxonMobil Chemical Company for an ownership restructure of Univation, which will result in Univation becoming a wholly owned subsidiary of Dow. The...

  • Page 75
    ...debt and a $73 million loss included in equity earnings related to project development and other costs associated with Sadara. See Notes 3, 8, 11 and 16 to the Consolidated Financial Statements for additional information on these charges. LIQUIDITY AND CAPITAL RESOURCES The Company had cash and cash...

  • Page 76
    ... Consolidated Financial Statements for capital expenditures by operating segment. Cash Flows from Financing Activities Cash used in financing activities in 2014 included purchases of treasury stock, which totaled $4.2 billion and resulted in the completion of the Company's initial $4.5 billion share...

  • Page 77
    ...to an increase in gross debt from the issuance of $2 billion of senior unsecured notes and a reduction in equity that resulted from $4.2 billion of treasury stock purchases, unfavorable adjustments to the Company's defined benefit pension plans, primarily due to lower discount rates, and unfavorable...

  • Page 78
    ... in the Company's credit ratings will increase borrowing costs on certain indentures and could have a negative impact on the Company's ability to access credit markets. Dividends For the years ended December 31, 2014, 2013, and 2012, the Company paid dividends to common and preferred shareholders as...

  • Page 79
    ... information related to the share repurchase program, see Part II. Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities and Note 21 to the Consolidated Financial Statements. Pension Plans The Company has defined benefit pension plans...

  • Page 80
    ..., efficiently managing cash, and investing in people, markets and assets for long-term growth. The Company expects to benefit from achieving key strategic milestones during 2015. The first production units at Sadara, Dow's strategic joint venture in the Middle East, are expected to come on-line. Dow...

  • Page 81
    ..., GDP growth rates, long-term hydrocarbon and energy prices, equity and credit market activity, discount rates, foreign exchange rates and overall financial performance. Qualitative factors assessed at the reporting unit level include, but are not limited to, changes in industry and market structure...

  • Page 82
    ... on reporting unit fair value calculations include the discount rate and terminal value NOPAT growth rate. For the 2014 impairment testing, management completed sensitivity analysis on both of these key assumptions using a 100 basis point increase in the discount rate and a 100 basis point decrease...

  • Page 83
    ... for the following reporting units, using key assumptions for the discounted cash flow analysis: Dow Coating Materials, Dow Plastics Additives, Epoxy, Performance Monomers and Polyurethanes. In completing the fair value analysis for the 2013 impairment test, management evaluated the reasonableness...

  • Page 84
    ... in order of increasing subjectivity, taxable income in prior carryback years, the future reversals of existing taxable temporary differences, tax planning strategies and forecasted taxable income using historical and projected future operating results. At December 31, 2014, the Company had deferred...

  • Page 85
    ... with suppliers, customers and joint venture partners. Dow's EH&S policies helped the Company achieve excellent EH&S performance in 2014. Dow's injury/illness rates and process safety performance were excellent in 2014, and the Company is favorably positioned to achieve its 2015 Sustainability Goals...

  • Page 86
    ... costs associated directly with GHG emissions (such as cap and trade systems or carbon taxes), which are primarily related to energy use. It is difficult to estimate the potential impact of these regulatory matters on energy prices. Reducing Dow's overall energy usage and GHG emissions through new...

  • Page 87
    ... of GHG emissions including the unsustainable use of energy. Dow's energy plan provides the roadmap: • Conserve - aggressively pursue energy efficiency and conservation • Optimize - increase and diversify energy resources • Accelerate - develop cost-effective, clean, renewable and alternative...

  • Page 88
    ... to income on a pretax basis related to operating the Company's current pollution abatement facilities totaled $762 million in 2014, $720 million in 2013 and $717 million in 2012. Capital expenditures for environmental protection were $78 million in 2014, $102 million in 2013 and $145 million in...

  • Page 89
    ... claims, including future defense costs, could have a material impact on the Company's results of operations and cash flows for a particular period and on the consolidated financial position of the Company. The table below provides information regarding asbestos-related claims filed against...

  • Page 90
    ..., Latin America, Middle East, Africa and India. The main objective of interest rate risk management is to reduce the total funding cost to the Company and to alter the interest rate exposure to the desired risk profile. Dow uses interest rate swaps, "swaptions," and exchange-traded instruments...

  • Page 91
    ...a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of The Dow Chemical Company and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each...

  • Page 92
    ... - diluted Dividends declared per share of common stock Weighted-average common shares outstanding - basic Weighted-average common shares outstanding - diluted See Notes to the Consolidated Financial Statements. (In millions, except per share amounts) For the years ended December 31 $ $ 2014 58...

  • Page 93
    ... Comprehensive Income (Loss) Attributable to The Dow Chemical Company See Notes to the Consolidated Financial Statements. The Dow Chemical Company and Subsidiaries (In millions) For the years ended December 31 $ 2014 3,839 $ 2013 4,816 $ 2012 1,100 (19) (1,227) (1,861) (83) (3,190) 649 35...

  • Page 94
    ...500,000,000 shares of $2.50 par value each; issued 2014: 1,242,763,276 shares; 2013: 1,221,557,253 shares) Additional paid-in capital Retained earnings Accumulated other comprehensive loss Unearned ESOP shares Treasury stock at cost (2014: 85,168,571 shares; 2013: 8,152,030 shares) The Dow Chemical...

  • Page 95
    ... and divested companies: Accounts and notes receivable Proceeds from interests in trade accounts receivable conduits Inventories Accounts payable Other assets and liabilities Cash provided by operating activities Investing Activities Capital expenditures Construction of assets pending sale-leaseback...

  • Page 96
    ... Balance at end of year Treasury Stock Balance at beginning of year Purchases Issuances - compensation plans Balance at end of year The Dow Chemical Company's Stockholders' Equity Non-redeemable Noncontrolling Interests Total Equity See Notes to the Consolidated Financial Statements. 2014 $ 4,000...

  • Page 97
    ... Interests Operating Segments and Geographic Areas NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements of The Dow Chemical Company and its subsidiaries ("Dow" or the "Company") were...

  • Page 98
    ... estimable. Cash and Cash Equivalents Cash and cash equivalents include time deposits and investments with maturities of three months or less at the time of purchase. Financial Instruments The Company calculates the fair value of financial instruments using quoted market prices whenever available...

  • Page 99
    ... down to fair value, establishing a new cost basis. Revenue Sales are recognized when the revenue is realized or realizable, and the earnings process is complete. Approximately 99 percent of the Company's sales in 2014 related to sales of product (99 percent in 2013 and 99 percent in 2012). The...

  • Page 100
    ... date. Annual tax provisions include amounts considered sufficient to pay assessments that may result from examinations of prior year tax returns; however, the amount ultimately paid upon resolution of issues raised may differ from the amounts accrued. The Company recognizes the financial statement...

  • Page 101
    ...millions Consumer Solutions Infrastructure Solutions Performance Materials & Chemicals Performance Plastics Corporate Total 4Q12 Restructuring charges Adjustments to 4Q12 Restructuring charges 2013 - Performance Plastics 2014 - Performance Materials & Chemicals Net 4Q12 Restructuring charges Costs...

  • Page 102
    ...:50 joint venture, the Company determined its equity investment in NUC to be other-than-temporarily impaired and recorded a $9 million write-down of its interest in NUC against the Performance Plastics segment in the fourth quarter of 2012. Dow divested its ownership interest in NUC on July 1, 2013...

  • Page 103
    ... Operating Segment Costs Associated with Exit or Disposal Activities $ 4 $ 146 - $ 150 $ - (1) (15) 134 $ In millions Infrastructure Solutions Performance Materials & Chemicals Corporate Total 1Q12 Restructuring charges Adjustment to 1Q12 Restructuring charges: 2012 - Infrastructure Solutions 2013...

  • Page 104
    ...the Performance Materials & Chemicals segment. • • During the fourth quarter of 2012, the Company recorded a favorable adjustment to the 1Q12 Restructuring charge related to the impairment of long-lived assets and other assets of $4 million, impacting the Infrastructure Solutions segment. The...

  • Page 105
    ...customer contracts and lists, process technology, business know-how and certain intellectual property. The transaction closed on January 30, 2015. Divestiture of ANGUS Chemical Company On November 12, 2014, the Company signed a definitive agreement to sell ANGUS Chemical Company ("ANGUS"), currently...

  • Page 106
    ...ownership interest in Dow Kokam LLC ("Dow Kokam") to MBP Investors, LLC. The Company recorded a pretax gain of $26 million on the sale, included in "Sundry income (expense) - net" in the consolidated statements of income and reflected in Corporate. In the fourth quarter of 2012, the Company recorded...

  • Page 107
    ...In the fourth quarter of 2014, MEGlobal purchased the noncontrolling interest of a subsidiary, which resulted in a $3 million reduction in the permanent difference. The Company and Saudi Arabian Oil Company formed Sadara Chemical Company ("Sadara") to build and operate a worldscale, fully integrated...

  • Page 108
    ... Ta Phut Olefins Company Limited (3) MEGlobal (1) Sadara Chemical Company The SCG-Dow Group: Siam Polyethylene Company Limited Siam Polystyrene Company Limited Siam Styrene Monomer Co., Ltd. Siam Synthetic Latex Company Limited Univation Technologies, LLC (4) Ownership Interest 2014 2013 2012 50% 50...

  • Page 109
    ... to manage the operations of manufacturing sites and the construction of new facilities; licensing and technology agreements; and marketing, sales, purchase and lease agreements. The Company sells excess ethylene glycol produced at Dow's manufacturing facilities in the United States and Europe to...

  • Page 110
    ... the fair value of a reporting unit is less than its carrying value. The qualitative factors assessed at the Company level include, but are not limited to, GDP growth rates, long-term hydrocarbon and energy prices, equity and credit market activity, discount rates, foreign exchange rates and overall...

  • Page 111
    ... units. The Company utilized a discounted cash flow methodology to calculate the fair value of the reporting units. Based on the fair value analysis, management concluded that fair value exceeded carrying value for all reporting units except Dow Formulated Systems. Management completed the second...

  • Page 112
    ... at December 31, 2013. Presented net of cash collateral, as disclosed in Note 11. Cost approximates fair value for all other financial instruments. Investments The Company's investments in marketable securities are primarily classified as available-for-sale securities. Investing Results In millions...

  • Page 113
    ... Exchange Traded Funds that represent the S&P 500 index or an S&P 500 sector or subset; the Company also has holdings in Exchange Traded Funds that represent emerging markets. The Company considers the evidence to support the recovery of the cost basis of a security including volatility of the stock...

  • Page 114
    ... Company's impairment analysis resulted in an $18 million reduction in the cost basis of these investments for the year ended December 31, 2014; the analysis in 2013 resulted in a $6 million reduction for the year ended December 31, 2013. Risk Management Dow's business operations give rise to market...

  • Page 115
    ... of debt discount" in the consolidated statements of income. The short-cut method is used when the criteria are met. At December 31, 2014 and 2013, the Company had no open interest rate swaps designated as fair value hedges of underlying fixed rate debt obligations. Net Foreign Investment Hedges...

  • Page 116
    ... gross aggregate notionals of outstanding commodity contracts: Dec 31, 2014 0.2 15.0 91.0 0.5 Dec 31, 2013 Notional Volume Unit 0.3 million barrels - kilotons - kilotons 5.2 million million British thermal units Commodity Ethane Gasoline Naphtha Price Spread Natural Gas The Company also uses...

  • Page 117
    ... Basis at December 31, 2014 Assets at fair value: Cash equivalents (2) Interests in trade accounts receivable conduits (3) Equity securities (4) Debt securities: (4) Government debt (5) Corporate bonds Derivatives relating to: (6) Commodities Foreign currency Total assets at fair value Liabilities...

  • Page 118
    ... using quoted prices in active markets), 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 on which the asset is most actively traded on the last trading day of the period, multiplied by the number...

  • Page 119
    ..., including assumptions a market participant would use to measure the fair value of the group of assets, which included projected cash flows. 2013 Fair Value Measurements on a Nonrecurring Basis As a result of Dow's announcement of its new market-driven growth strategy, the Company recognized a $178...

  • Page 120
    ... information. In the fourth quarter of 2012, the Company performed its annual goodwill impairment testing utilizing a discounted cash flow methodology as its valuation technique. As a result of this testing, the Company recognized a $220 million goodwill impairment charge related to its Dow...

  • Page 121
    ... and investments (1) Foreign exchange loss Gain on termination of ethylene off-take agreement Chlorine value chain separation costs K-Dow settlement (2) Gain on sale of Polypropylene Licensing and Catalysts business (3) Loss on early extinguishment of debt Gain on sale of a 7.5 percent ownership...

  • Page 122
    ... tables provide the earnings per share calculations for the years ended December 31, 2014, 2013 and 2012: Net Income for Earnings Per Share Calculations - Basic In millions Net income attributable to The Dow Chemical Company Preferred stock dividends Net income attributable to participating...

  • Page 123
    ... on a pretax basis related to environmental remediation totaled $227 million in 2014, $203 million in 2013 and $197 million in 2012. Capital expenditures for environmental protection were $78 million in 2014, $102 million in 2013 and $145 million in 2012. Midland Off-Site Environmental Matters On...

  • Page 124
    ... damage trustees released their "Natural Resource Damage Assessment Plan for the Tittabawassee River System Assessment Area." At December 31, 2014, the accrual for these off-site matters was $62 million (included in the total accrued obligation of $706 million). At December 31, 2013, the Company had...

  • Page 125
    ...& Planning Corporation ("ARPC") in January 2003, Union Carbide increased its December 31, 2002 asbestos-related liability for pending and future claims for the 15-year period ending in 2017 to $2.2 billion, excluding future defense and processing costs. Since then, Union Carbide has compared current...

  • Page 126
    .... Summary The amounts recorded by Union Carbide for the asbestos-related liability and related insurance receivable described above were based upon current, known facts. However, future events, such as the number of new claims to be filed and/or received each year, the average cost of disposing of...

  • Page 127
    ... were also named and fined. As a result, the Company recognized a loss contingency of $85 million related to the fine in the fourth quarter of 2006. After appeals were exhausted, the Dow Entities paid the fine, including accrued interest, on August 12, 2013, and this proceeding is now considered...

  • Page 128
    ... impact on the results of operations, financial condition and cash flows of the Company. Purchase Commitments The Company has numerous agreements for the purchase of ethylene-related products globally. The purchase prices are determined primarily on a cost-plus basis. Total purchases under these...

  • Page 129
    ..., which have expiration dates ranging from less than one year to seven years, and trade financing transactions in Latin America, which typically expire within one year of inception. The Company's current expectation is that future payment or performance related to the non-performance of others is...

  • Page 130
    ...$ 2013 44 2 (22) 24 (1) In the fourth quarter of 2014, the Company recorded a pretax charge of $100 million for a warranty accrual adjustment related to an exited business. The charge was included in "Cost of sales" in the consolidated statements of income and reflected in Infrastructure Solutions...

  • Page 131
    ... on the sale of these receivables ($17 million loss for the years ended December 31, 2013 and December 31, 2012), which is included in "Interest expense and amortization of debt discount" in the consolidated statements of income. The Company's interests in the conduits are carried at fair value and...

  • Page 132
    ...98 $ 26,479 $ 1,079 $ 2013 34 $ 25,864 $ 1,028 $ 2012 57 25,828 2,650 (1) Presented in "Operating Activities" in the consolidated statements of cash flows. Following is additional information related to the sale of receivables under these facilities: Trade Accounts Receivable Sold at December 31...

  • Page 133
    ...2019, 2021 and 2024, at various interest rates averaging 2.94 percent. The Company also repaid $346 million of long-term debt related to the purchase of an ethylene production facility (see Note 19 for additional information), redeemed $124 million of tax-exempt bonds at maturity and repurchased $51...

  • Page 134
    ... consolidated statements of income and reflected in Corporate. During 2012, the Company issued $281 million aggregate principal amount of InterNotes with varying maturities in 2017, 2019 and 2022, at various interest rates averaging 2.95 percent; and approximately $367 million of long-term debt was...

  • Page 135
    ... Weighted-Average Assumptions for All Pension Plans Discount rate Rate of increase in future compensation levels Expected long-term rate of return on plan assets Benefit Obligations at December 31 2014 2013 2012 3.60% 4.54% 3.88% 4.13% 4.15% 3.96% - - - Net Periodic Costs for the Year 2014 2013 4.54...

  • Page 136
    ... for Other Postretirement Benefits Discount rate Expected long-term rate of return on plan assets Initial health care cost trend rate Ultimate health care cost trend rate Year ultimate trend rate to be reached Benefit Obligations at December 31 2014 2013 2012 3.68% 4.37% 3.67% -% -% -% 7.06...

  • Page 137
    ...All Significant Plans Defined Benefit Pension Plans In millions 2014 2013 2012 Service cost $ 411 $ 471 $ 378 $ Interest cost 1,096 1,012 1,093 Expected return on plan assets (1,322) (1,248) (1,262) Amortization of prior service cost (credit) 22 25 26 Amortization of unrecognized (gain) loss 500 788...

  • Page 138
    ...loss (gain) Prior service cost (credit) Pretax balance in AOCL at end of year $ $ 10,345 81 10,426 $ $ (1) The 2014 plan amendments include a change in post-termination interest rates in the U.S. and new legislation in The Netherlands. (2) The 2013 impact primarily relates to settlements associated...

  • Page 139
    ... return strategies. At December 31, 2014, plan assets totaled $19.6 billion and included no Company common stock. At December 31, 2013, plan assets totaled $18.8 billion and included no Company common stock. In 2013, the Company received $32 million from residual plan assets after the completion...

  • Page 140
    ... income funds Fixed income derivatives Total fixed income securities Alternative investments: Real estate Private equity Absolute return Total alternative investments Other investments Total pension plan assets at fair value (1) Includes no Company common stock. Quoted Prices in Active Markets for...

  • Page 141
    ... using quoted prices in active markets), 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 on which the asset is most actively traded on the last trading day of the period, multiplied by the number...

  • Page 142
    ..., total fair value is based on significant unobservable inputs including assumptions where there is little, if any, market activity for the investment. Investment managers or fund managers provide valuations of the investment on a monthly or quarterly basis. These valuations are reviewed for...

  • Page 143
    ... ventures relates to arrangements between the joint ventures and the Company, involving the majority of the output on take-or-pay terms with pricing ensuring a guaranteed return to the joint ventures. The fourth joint venture owns and operates a membrane chlor-alkali manufacturing facility located...

  • Page 144
    ... the right to purchase shares of the Company's common stock at a discounted price. The Company also grants stock-based compensation to employees and non-employee directors in the form of stock incentive plans, which include stock options, deferred stock, performance deferred stock and restricted...

  • Page 145
    ... Exercise Price - 38.13 38.13 38.13 38.13 Additional Information about Employee Stock Purchase Plan In millions, except per share amounts Weighted-average fair value per share of purchase rights granted Total compensation expense for ESPP Related tax benefit Total amount of cash received from the...

  • Page 146
    ...64 24 (1) Difference between the market price at exercise and the price paid by the employee to exercise the options. Total unrecognized compensation cost related to unvested stock option awards of $40 million at December 31, 2014 is expected to be recognized over a weighted-average period of 0.68...

  • Page 147
    ... targets, such as return on capital and relative total shareholder return, over a predetermined period, generally one to three years. Compensation expense related to performance deferred stock awards is recognized over the lesser of the service or performance period. Changes in the fair value...

  • Page 148
    ...Certain executive employees may opt to receive a cash payment equal to the value of the stock award on the date of delivery. Additional Information about Performance Deferred Stock Total fair value of performance deferred stock vested and delivered (1) Related tax benefit Total compensation expense...

  • Page 149
    ... a period of time. On November 12, 2014, the Board of Directors announced a new $5 billion tranche to its share buy-back program, with the repurchase of the Company's common stock timed to proceeds received from portfolio management actions and increases in operating cash flows. As a result of these...

  • Page 150
    ... Purchase Plan, for options exercised as well as for the release of deferred, performance deferred and restricted stock out of treasury stock or as new common stock shares. The number of treasury shares issued to employees under the Company's stock-based compensation programs was 7.1 million in 2014...

  • Page 151
    ... 31, 2014, $16,139 million at December 31, 2013 and $14,504 million at December 31, 2012. It is not practicable to calculate the unrecognized deferred tax liability on undistributed earnings. Total Gross Unrecognized Tax Benefits In millions Balance at January 1 Increases related to positions...

  • Page 152
    ... income tax Earliest Open Year 2014 2013 2007 2007 2008 2009 2010 2009 2012 2011 2006 2006 2009 2008 2013 2012 2009 2008 2011 2009 2012 2011 2004 2004 2004 2004 (1) Amended returns filed in 2014 for years 2008 and 2009. The Company is currently under examination in a number of tax jurisdictions...

  • Page 153
    ... of year Net hedging results (net of tax of $(25), $5, $(9)) Reclassification to earnings - Cost of sales (net of tax of $2, $(8), $13) (1) (4) Balance at end of period Total accumulated other comprehensive loss $ 2014 160 $ 41 (59) (1) 141 $ 476 (1,239) 12 (751) $ (5,460) (2,516) 315 14 2013 147...

  • Page 154
    ... presented. Dow is a diversified, worldwide manufacturer and supplier of products used primarily as raw materials in the manufacture of customer products and services. The Company serves the following industries: appliance; automotive; agricultural; building and construction; chemical processing...

  • Page 155
    ...gas industry, and water technologies. Infrastructure Solutions consists of four global businesses: Dow Building & Construction, Dow Coating Materials, Energy & Water Solutions and Performance Monomers. The Infrastructure Solutions segment also includes a portion of the Company's share of the results...

  • Page 156
    ...and venture capital); environmental operations; gains and losses on the sales of financial assets; severance costs; non-business aligned litigation expenses (including asbestos-related defense costs and reserve adjustments); and, foreign exchange results. The Company operates 201 manufacturing sites...

  • Page 157
    ... 1,081 542 292 Includes revenues generated by transfers of product to Agricultural Sciences from other segments, generally at market-based prices. Other transfers of products between operating segments are generally valued at cost. See Note 11 for information regarding intangible asset impairment...

  • Page 158
    ... per share amount calculated for the year. (2) Composite price as reported by the New York Stock Exchange. (3) For the quarter ended June 30, 2013 and the year ended December 31, 2013, an assumed conversion of the Company's Cumulative Convertible Perpetual Preferred Stock, Series A into shares of...

  • Page 159
    PART II, Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. The Dow Chemical Company and Subsidiaries 135

  • Page 160
    ... Control Over Financial Reporting During 2014, the Company completed the implementation of a new enterprise resource planning ("ERP") system that delivered a new generation of information systems and work processes for all Dow businesses. The Company has updated the internal control processes and...

  • Page 161
    ...8. Financial Statements and Supplementary Data. Deloitte & Touche LLP's report on the Company's internal control over financial reporting is referenced therein and included herein. February 13, 2015 /s/ ANDREW N. LIVERIS Andrew N. Liveris President, Chief Executive Officer and Chairman of the Board...

  • Page 162
    ... the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company and the financial statement schedule listed in the Index at Item 15(a)2 as of and for the year ended December 31, 2014 and our report dated February 13, 2015 expressed an unqualified...

  • Page 163
    The Dow Chemical Company and Subsidiaries PART II, Item 9B. Other Information. OTHER INFORMATION None. 139

  • Page 164
    ... Information with respect to beneficial ownership of Dow common stock by each Director and all Directors and executive officers of the Company as a group is contained in the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company to be on held May 14, 2015...

  • Page 165
    ..., dated December 11, 2014. Computation of Ratio of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividend Requirements. Subsidiaries of The Dow Chemical Company. Consent of Independent Registered Public Accounting Firm. Analysis, Research & Planning Corporation's Consent...

  • Page 166
    ... used to fair value the Company's interests held in trade accounts receivable conduits. See Notes 11 and 15 to the Consolidated Financial Statements for further information. (2) Deductions represent: Notes and accounts receivable written off Reclassification of reserve for cash discounts and returns...

  • Page 167
    ..., thereunto duly authorized. THE DOW CHEMICAL COMPANY By Date /s/ R. C. EDMONDS R. C. Edmonds, Vice President and Controller February 12, 2015 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant...

  • Page 168
    The Dow Chemical Company and Subsidiaries Trademark Listing The following trademarks or service marks of The Dow Chemical Company and certain affiliated companies of Dow appear in this report: ACRYSOL, ADSORBSIA, AFFINITY, AMBERJET, AMBERLYST, AQUASET, AQUCAR, AVANSE, BETAMATE, BIOBAN, DOW, DOWEX,...

  • Page 169
    ... Dow Chemical Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. Shareholders' Agreement, dated as of October 8, 2011, between Dow Saudi Arabia Holding B.V. and Performance Chemicals Holding Company, incorporated by reference to Exhibit 99.1 to The Dow Chemical Company Current Report...

  • Page 170
    ... Chemical Company Annual Report on Form 10-K for the year ended December 31, 2013. Support Agreement, dated November 20, 2014, by and among The Dow Chemical Company and Third Point LLC, Third Point Partners Qualified L.P., Third Point Partners L.P., Third Point Offshore Master Fund L.P., Third Point...

  • Page 171
    ... and Company-Paid Life Insurance Plan, incorporated by reference to Exhibit 10(o) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2002. KEIP is a component of the annual pension benefits listed in and incorporated by reference to the definitive Proxy Statement...

  • Page 172
    ...Deferral Plan, effective for deferrals after January 1, 2005,dated December 11, 2014. Employment agreement dated February 14, 2006, between Heinz Haller and The Dow Chemical Company, incorporated by reference to Exhibit 10(ii) to The Dow Chemical Company Annual Report on Form 10-K for the year ended...

  • Page 173
    ... Stock Dividend Requirements. Code of Ethics for Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, incorporated by reference to Exhibit 14 to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2003. Subsidiaries of The Dow...

  • Page 174
    The Dow Chemical Company and Subsidiaries Exhibit Index DESCRIPTION EXHIBIT NO. 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE XBRL Instance Document. XBRL Taxonomy Extension Schema Document. XBRL Taxonomy Extension Calculation Linkbase Document. XBRL Taxonomy Extension Definition Linkbase ...

  • Page 175
    ... stock dividends Adjustment to pretax basis (at 35 percent) Preferred stock dividends - pretax Combined fixed charges and preferred stock dividend requirements Ratio of earnings to combined fixed charges and preferred stock dividend requirements $ For the Years Ended December 31 2014 2013 2012...

  • Page 176
    ... financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 13, 2015 /s/ ANDREW N. LIVERIS Andrew N. Liveris President, Chief Executive Officer...

  • Page 177
    ... or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 13, 2015 /s/ HOWARD I. UNGERLEIDER Howard I. Ungerleider Chief Financial Officer and Executive Vice President 3. 4. 5. 153

  • Page 178
    ... Exchange Act of 1934; and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 2. /s/ ANDREW N. LIVERIS Andrew N. Liveris President, Chief Executive Officer and Chairman of the Board February 13, 2015...

  • Page 179
    ... Exchange Act of 1934; and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 2. /s/ HOWARD I. UNGERLEIDER Howard I. Ungerleider Chief Financial Officer and Executive Vice President February 13, 2015...

  • Page 180
    (THIS PAGE INTENTIONALLY LEFT BLANK) 156

  • Page 181
    (THIS PAGE INTENTIONALLY LEFT BLANK) 157

  • Page 182
    (THIS PAGE INTENTIONALLY LEFT BLANK) 158

  • Page 183
    (THIS PAGE INTENTIONALLY LEFT BLANK) 159

  • Page 184
    ... Dow common stock on December 31 of the first year of the charts, and show the value of that investment over time until December 31, 2014, with all dividends reinvested in stock. Hypothetical investments of $100 in the Standard & Poor's 500 Stock Index and the Standard & Poor's 500 Chemicals Index...

  • Page 185
    ... (Customer Information Group) or (989) 832 1556 (800) 232 2436 (Customer Service Center) (989) 636 1000 (Dow Operator/Switchboard) For calls originating outside the United States and Canada, the international dialing code is +1. Investor Relations The Dow Chemical Company 2030 Dow Center Midland...

  • Page 186
    ... jointly developed by MS Technologies and Dow AgroSciences. Regulatory approvals are pending for Enlist herbicide solution and crops containing Enlist herbicide tolerance traits. The information presented here is not an offer for sale. Always read and follow label directions. ® Responsible Care...