Dow Chemical 2015 Annual Report Download - page 66

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Dividends
For the years ended December 31, 2015, 2014, and 2013, the Company paid dividends to common and preferred shareholders
as noted below:
Dividends Paid at December 31
In millions, except per share amounts 2015 2014 2013
Dividends paid, per common share $ 1.68 $ 1.43 $ 0.96
Dividends paid to common shareholders $ 1,913 $ 1,680 $ 1,139
Dividends paid to preferred shareholders $ 340 $ 340 $ 340
On October 21, 2015, the Board of Directors declared a quarterly dividend of $0.46 per share, payable January 29, 2016, to
stockholders of record on December 31, 2015. On February 11, 2016, the Board of Directors announced the declaration of a
quarterly dividend of $0.46 per share, payable April 29, 2016, to stockholders of record on March 31, 2016. Since 1912, the
Company has maintained or increased the amount of the quarterly dividend, adjusted for stock splits, with the exception of
February 12, 2009. During this 104-year period, Dow has increased the amount of the quarterly dividend 52 times
(approximately 13 percent of the time), reduced the dividend once and maintained the amount of the quarterly dividend
approximately 87 percent of the time.
On December 10, 2015, the Board of Directors declared a quarterly dividend of $85 million to Cumulative Convertible
Perpetual Preferred Stock, Series A shareholders of record on December 15, 2015, which was paid on January 4, 2016. On
February 11, 2016, the Board of Directors declared a quarterly dividend of $85 million, payable on April 1, 2016, to the
Cumulative Convertible Perpetual Preferred Stock, Series A shareholders of record on March 15, 2016. Ongoing dividends
related to Cumulative Convertible Perpetual Preferred Stock, Series A will accrue at the rate of $85 million per quarter, and are
payable quarterly subject to Board of Directors’ approval.
Share Repurchase Program
On February 13, 2013, the Board of Directors approved a share buy-back program, authorizing up to $1.5 billion to be spent on
the repurchase of the Company's common stock. On January 29, 2014, the Board of Directors announced an expansion of the
Company's share buy-back authorization, authorizing an additional amount not to exceed $3 billion to be spent on the
repurchase of the Company's common stock over 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 actions, the total
authorized amount of the share repurchase program is $9.5 billion. As of December 31, 2015, the Company has spent
$7.2 billion on repurchases of common stock under the share buy-back program.
On October 5, 2015, (i) the Company completed the transfer of its U.S. Gulf Coast Chlor-Alkali and Vinyl, Global Chlorinated
Organics and Global Epoxy businesses ("chlorine value chain") into a new company ("Splitco"), (ii) participating Dow
shareholders tendered, and the Company accepted, Dow shares for Splitco shares in a public exchange offer, and (iii) Splitco
merged with a wholly owned subsidiary of Olin Corporation in a tax-efficient Reverse Morris Trust transaction (collectively,
the "Transaction"). Dow shareholders who participated in the public exchange offer tendered 34.1 million shares of Dow
common stock in exchange for 100 million shares of Splitco. As a result of this non-cash share exchange offer, the Company
included the 34.1 million tendered shares as part of the share repurchase program and recorded an increase of $1,523 million in
“Treasury stock at cost” in the consolidated balance sheets, which was valued based on Dow’s opening stock price on October
5, 2015. See Note 6 to the Consolidated Financial Statements for additional information on this Transaction.
On December 11, 2015, the Company and DuPont announced that their boards of directors unanimously approved a definitive
agreement under which the companies will combine in an all-stock merger of equals strategic combination. The combined
company will be named DowDuPont. This transaction is expected to close in the second half of 2016, subject to customary
closing conditions, including regulatory approvals. As a result of this pending transaction, the Company will not repurchase
shares under the share repurchase program until after the shareholder vote on the DowDuPont merger. The Company expects to
complete approximately $2 billion of share repurchases in 2016.
For additional 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 22 to the Consolidated Financial Statements.