The Dow Chemical Company

Transcription

1 The Dow Chemical Company 3Q 2015 Earnings Conference Call October 22, 2015 The Dow Chemical Company

2 SEC Disclosure Rules 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 forwardlooking 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 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. Operating EBITDA is defined as EBITDA excluding the impact of Certain Items. Operating EBITDA Margin is defined as Operating EBITDA as a percentage of reported net sales. Operating EPS is defined as earnings per share excluding the impact of Certain Items. Adjusted Sales is defined as Net Sales less prior period divestitures and current period acquisitions. Operating Return on Capital is on a trailing twelve-month basis and defined as Adjusted Net Operating Profit After Tax divided by Average Total Capital. Free Cash Flow is defined as Cash from Operations less Capital Expenditures. 2

3 Agenda 3Q 2015 Overview Segment Results and Outlook Dow s Near-Term Focus (Next Months) 3

4 Dow Reports 3Q 2015 Results Operating EPS rises to $0.82 up 14% YoY Operating EBITDA reaches $2.4B up $70MM YoY Continued margin expansion, demand growth and self-help actions Operating EBITDA margins expand to 19.6%, up 370 bps YoY Sales decline 16% YoY; Volume up 2% Volume driven by strong demand in packaging, transportation and infrastructure Cash from operations rises to $2.5B in the quarter up $700MM YoY Dow returns $1.9B through 3Q to shareholders through declared dividends and share repurchases 12th Consecutive Quarter of Year-Over-Year Operating EPS, EBITDA and EBITDA Margin Expansion 4

5 Financial Performance Metrics (on a trailing twelve-month basis) Operating EPS Operating ROC Dividend Payout Ratio $ % 70% $ % $ % 60% $2.50 9% $2.00 8% 50% $1.50 7% 40% $1.00 6% Target: 10% average annual EPS Target: return 3% above Cost of Capital Yearly declared dividend per share/operating EPS Calculated on dividends declared Target: 45% of Net Income Operating EBITDA (in $MM) $10,000 $9,000 $8,000 $7,000 $6,000 $5,000 Cumulative Share Buy-Back ($MM) $6,000 $5,000 $4,000 $3,000 $2,000 $1,000 $0 Cash Flow (in $MM) $9,000 FCF TTM CAPEX TTM $7,500 $6,000 $4,500 $3,000 $1,500 $0 Excluding the impact of K-Dow Cash from Operations Capital Expenditures = Free Cash Flow $17.3B Cash Flow From Operations; $11B Returned to Shareholders; 430bps Improvement in TTM ROC Since 1Q13 5

6 3Q15 Financial Performance 3Q15 3Q14 B/(W) Net Sales ($MM) $12,036 $14,405 $(2,369) Sales ex. Acquisitions and Divestitures ($MM) $11,943 $14,269 $(2,326) EBITDA ($MM) $2,923 $2,271 $652 Operating EBITDA ($MM) $2,353 $2,283 $70 EBITDA Margin 24.3% 15.8% +850 bps Operating EBITDA Margin 19.6% 15.8% +370 bps EPS $1.09 $0.71 $0.38 Operating EPS $0.82 $0.72 $0.10 Delivering on Financial Priorities 6

8 (in millions) Agricultural Sciences Continued Strategy Execution in a Challenging Macro Environment Quarterly Financial Performance Competitive Environment with Weak Commodity Prices $0 3Q14 3Q15 0% New Crop Protection product sales increased 40% vs SQLY, and 8%, YTD led by spinetoram insecticide and ISOCLAST Insecticide Lower sales driven by industry-wide inventory and currency pressures more than offsetting higher volume gains in EMEAI and North America 1 ; Latin America was impacted by delayed buying decisions in Argentina -$10 -$20 -$30-1% -1% -2% Achieved significant regulatory milestones with the approval of ENLIST Cotton Seeds Results aided by significant improvement in YoY SG&A and R&D costs -$40 -$50-3% -3% -4% Regional Business Conditions Vary Asia Pacific Flat overall with Japan driving demand North America Volume gains, record harvest expected for 2015, soft market Latin America High channel inventories, Argentina and Brazil economic headwinds, now #2 market share position in Brazilian corn Europe Volume growth driven by Crop Protection but with currency headwinds Op. EBITDA 3Q14 Sales: $1,408MM 3Q15 Sales: $1,167MM Op. EBITDA Margin 3Q14 Op. EBITDA: $(15)MM 3Q15 Op. EBITDA: $(39)MM 1. On an ex. acquisitions and divestitures basis 8

9 (in millions) Consumer Solutions Operating EBITDA Growth Driven by Strength in Semiconductor and Automotive Markets Quarterly Financial Performance Dow Automotive Systems Quarterly Operating EBITDA Record Growth in both OEM and aftermarket Double-digit volume increases in North America, coupled with growth in EMEAI, offset a weaker Asia and Latin America Growing above industry due to innovation in structural adhesives Adoption of structural adhesives has significant market headroom Consumer Care Growth in Pharma, Personal Care and Cellulosics Volume gains were realized in Latin America and EMEAI Shifting focus from lower value industrial applications toward food, pharma and personal care Continued strength in high-value portions of cellulosics chain $310 $290 $270 $250 $230 $210 $190 $170 $150 24% 3Q14 Op. EBITDA 3Q14 Sales: $1,183MM 3Q15 Sales: $1,108MM 26% 3Q15 Op. EBITDA Margin 30% 25% 20% 15% 10% 5% 0% 3Q14 Op. EBITDA: $283MM 3Q15 Op. EBITDA: $289MM Dow Electronic Materials Operating EBITDA up on Semiconductor and Display, Offset by Interconnect Increased demand for Dow semiconductor technologies growing faster than ~2-3% expected full year MSI 1 Interconnect Technologies was down due to lackluster PC demand Display profitability improved by self-help actions and targeting high-value applications; Upgrading portfolio and exiting low margin businesses in film-based applications 1. Millions of Square Inches of silicon processed 9

10 (in millions) Infrastructure Solutions Value-Add Products Drive Performance; Energy Market and Monomers Stabilizing Quarterly Financial Performance Dow Building & Construction Record Quarterly Operating EBITDA Margin expansion driven by strength in methyl cellulosics, XPS spray foams, GREAT STUFF Polyurethane Spray Foam Volume growth in most regions, strength in EMEAI, weakness in Latin America Growing faster than global construction markets due to innovative products Dow s proprietary flame retardant technology provides attractive licensing income $340 $320 $300 $280 $260 $240 16% 17% 30% 25% 20% 15% 10% Dow Coating Materials, Perf. Monomers Double-Digit Coatings Volume Growth in EMEAI More Than Offset by Continued Monomers Weakness Margin over raw materials improved in coatings vs SQLY Global monomers industry remains in trough-like conditions Dow captive use Performance Monomers is increasing, reducing impact of trough conditions in the acrylic acid chain $220 $200 3Q14 Op. EBITDA 3Q14 Sales: $2,167MM 3Q15 Sales: $1,900MM 3Q15 Op. EBITDA Margin 5% 0% 3Q14 Op. EBITDA: $343MM 3Q15 Op. EBITDA: $325MM Energy & Water Solutions Strong Water Market Almost Offsets Energy Market Headwinds Strong Water business with double-digit growth in industry-leading reverse osmosis solutions Energy-led declines in North America were partially offset by volume growth in all other regions Weak conditions in energy market are stabilizing 10

11 (in millions) Performance Materials & Chemicals Polyurethanes Delivers Strong Performance; More than Offset by Industrial Solutions Quarterly Financial Performance Epoxy / Chlor-Alkali and Vinyl Operating EBITDA Increases Managed Epoxy pricing despite falling raw material costs, driving improved margins Successfully completed Dow Chlorine Products divestiture on Oct. 5, 2015 $700 $600 $500 $400 $300 15% 17% 30% 25% 20% 15% Industrial Solutions Earnings Down on Compressed Glycol Margins and Divestitures Oxygenated Solvents improves on margin expansion Pressure from Asian producers impacted equity earnings and amines profitability $200 $100 $0 3Q14 3Q15 10% 5% 0% Alcohols volume impacted by change in long-term supply arrangement Op. EBITDA Op. EBITDA Margin 3Q14 Sales: $3,891MM 3Q15 Sales: $3,142MM 3Q14 Op. EBITDA: $596MM 3Q15 Op. EBITDA: $540MM Polyurethanes Strength in Greater China and Europe Broader market participation and startup of Thailand polyols plant drove volume growth Strong underlying demand in Europe as growth in specialty markets drive share gains New polyols facility in Thailand drives share gain in Asia, with emphasis in flat slab and coatings, adhesives, sealants and elastomers (CASE) markets 11

12 (in millions) Performance Plastics Record Performances with High Demand for Dow Products Quarterly Financial Performance Dow Packaging and Specialty Plastics Record Quarterly Op. EBITDA Record quarterly PE volume, led by packaging sales into emerging markets, including double-digit gains in Latin America and Greater China $1,400 $1,200 $1,000 22% 29% 35% 30% 25% Global operating rates remain high; inventory across the chain is tight $800 20% Higher asset reliability allowed the segment ex. Hydrocarbons and Energy to set a new production record in the quarter and over the trailing twelve months $600 $400 15% 10% Dow Elastomers Record Quarterly Op. EBITDA Transportation market remains strong in EMEAI and North America Footwear and infrastructure continue double-digit growth Commercial flooring and roofing applications showing strength in North America $200 $0 3Q14 Op. EBITDA 3Q14 Sales: $5,686MM 3Q15 Sales: $4,665MM 3Q15 Op. EBITDA Margin 5% 0% 3Q14 Op. EBITDA: $1,245MM 3Q15 Op. EBITDA: $1,349MM Dow Electrical and Telecommunications Strong Volume Performance Strong and stable demand in Asia Pacific, EMEAI and North America Volume gains driven by Dow technology which enables long-life power cables 12

13 Value Chain Ownership Critical to Long-Term Success Sources of Value Vary Over Time Ethane/Naphtha Spread Ethylene/Naphtha Margin PE/Ethylene Margin 100% 80% 60% 40% 20% 0% TTM Source: 2014 IHS Shareholder Capacity; Internal Dow; Bloomberg TTM TDCC Operating EBITDA ($B) $3.0 $8.6 $5.3 $9.3 $9.6 Brent Oil Price ($/bbl) $25 $55 $63 $99 $58 1 Optimizing Integrated Returns Run to maximize integrated volumes Grow physical capacity Best-in-class reliability Americas and Middle East gas-based economics Europe LPG enables margin optimization across by-product price swings Oil-to-gas spread sets a higher earnings base Markets are tightening, driving higher integrated PE margins Dow differentiation adds a high return layer of consistent value on top of energy and supply/demand dynamics 1. TTM as of 2Q15 for operating EBITDA and Brent Crude Oil price is Jan. 1 through Aug. 31,

14 Capacity and Demand (B lbs.) Global Operating Rate Capacity and Demand (B lbs.) Global Operating Rate Integrated Polyethylene and Elastomers Balances Remain Favorable Global Ethylene Demand / Capacity / Operating Rate Demand Capacity Operating Rate 100% 95% Balances expected to tighten over next several years % 85% Oil uncertainties lead to >7MMT of project delays or 9MMT under pressure % 75% Supply risks persist as industry continues to operate an aging fleet Global Polyethylene Demand / Capacity / Operating Rate Demand Capacity Operating Rate 95% 90% 85% 80% 75% 70% Reasonable delays with projects under construction and as new participants climb the experience curve (Iran and China) Iranian export capacity destined for Chinese HDPE market and other highly commoditized applications Source: Dow IHS

15 2016 4Q Modeling Guidance End-markets YoY volumes expected to be marginally up versus SQLY, ex. acquisitions and divestitures Hydrocarbons and Energy $100MM up over PQ; down ~$700MM vs SQLY Turnaround costs expected to be flat YoY and $40-60MM lower versus PQ Productivity program on track to reduce costs by $300MM with reductions ramping into 2H Currency impact on EBITDA approx. $ MM in the quarter Equity Earnings Sadara costs will ramp approx. $75-100MM versus SQLY, EE excluding Sadara $20-40MM down vs. SQLY and better $40-50MM over PQ Divestitures impact is expected to lower revenue by $ B, EBITDA by $ MM and D&A by $35-50MM vs. SQLY Tax rate is expected to be between 24-27% on an operating basis and 10-13% on an as reported basis Share count reduced by DCP transaction and additional $1B share buy back Ag market expected to be down 3-5% sequentially Turnaround costs expected to be flat to down $30-75MM vs. PY Pension expense expected to be lower YoY by $ MM Equity Earnings, excluding Sadara, expected to be lower by $75-150MM sequentially; Sadara expected to be flat Tax rate expected to be in the range of 25-28% Capital expenditures of approx. $3.5B for the year 15

17 Commitments: Our Priorities Going Forward Operational Excellence Portfolio Management Growth Engines Returning Cash to Owners Driving costs out and operating rates up Productivity target of $1B over 3 yrs Make further strategic choices: Go deeper and narrower to drive the next level of long-term growth Divestment target of $7B-$8.5B (Dow Chlorine Products) Fully capitalize on growth levers Innovation Sadara USGC Maintain strong focus on rewarding shareholders Dividend and share buyback 17

18 Delivering on Our Commitments from Operational Excellence Commitment $1.75B productivity program (2013) $1B productivity program ( ) Sell out/sell up driving higher op. rate through differentiation Result Completed $1.75B 2013 productivity program; YTD have completed $208MM of program Increased operating rate 470bps 1 8th consecutive qtr YoY volume growth, ex. Acquisitions and divestitures Portfolio Management Growth Engines Returning Cash to Owners M&A proceeds $7B-$8.5B Joint Venture focus Innovation Sadara USGC 10% EPS growth 45% payout ratio $9.5B by 2017 share buyback $12B in pre-tax consideration DCP, AgroFresh, SBH, Angus Univation LLC Patent advantaged sales represent >20% of Dow s revenue and deliver >1,000bps margin premium Polyols plant in Thailand Quantum Dots (4Q15) RO investments starting up in 4Q15 PDH starting up in 4Q Sadara first products (2015) LA3 starting up in 1Q16 Tx9 plus four new derivatives and two debottlenecks all on track for year CAGR of 21% on EPS Exceeded 45% payout ratio over last 5 yrs $6.5B share buybacks completed 2 $4.3B 3 of dividends paid (since YE 2012) 1. On a trailing twelve month basis. 2. Includes $1.5B share buyback from DCP transaction. 3. 1Q13 dividend paid in advance, in 4Q12. 18

19 Near-Term Focus (Next Months) Execution focus continue to grow earnings and cash flow Dow 10.0 program; $1B of cost reductions in 3 yrs Successfully start-up our large assets in Saudi Arabia and USGC $2.5B/yr EBITDA from USGC $500MM/yr equity income from Sadara Drive clarity on future of our large JVs Kuwait Dow Corning Further define/refine our portfolio Clarity on DAS best owner decision exploring all options to maximize shareholder value Drive increased earnings growth, focus on EVA, increasing cash flow returning cash to shareholders 19

20 Dow to Optimize Ownership in Kuwaiti JVs Phase 1: EQUATE acquires MEGlobal for total equity consideration of $3.2B Dow to receive $1.5B in pre-tax proceeds Expected to close by YE 2015 Will drive efficiencies and cost savings due to existing synergies between MEGlobal and EQUATE Phase 2: Dow and PIC have agreed that Dow will further reduce its overall ownership interest in Greater EQUATE Timeline mid-2016 MEGlobal to build MEG plant on U.S. Gulf Coast Dow to Reduce Equity Base and Liberate Cash Capture growth in a highly strategic region of the world Drive expansion of MEGlobal s geographic footprint Final location of the asset is contingent upon pending incentives Phase 1 Releases $1.5B in Proceeds While Expanding MEGlobal Capacity Note: These transactions have been documented via a non-binding Heads of Agreements, subject to finalization of definitive agreements. ~$2.9B Revenue in 2013 Producer of ethylene, PE, ethylene glycol and styrene Marketed throughout Middle East, Asia, Africa and Europe ~$4.8B Revenue in 2013 World leader in the manufacture and marketing of ethylene glycol MEGlobal to Build MEG Plant on USGC MEGlobal increases USGC shale exposure New assets will be globally competitive 20

23 De-Commoditized Portfolio Ramping Value-Priced Businesses Low Beta Price Volatility High Beta EM RO DAS Lower Volatility Drives Earnings Reliability Since 2009 $15B revenue divested $1.6B EBITDA divested $17B pre-tax equivalent realized AgroFresh Elastomers PU Systems ANGUS Acrylics Chain B&C Auto Energy SBH Consumer Care DMC C8 LLDPE Polyurethanes LDPE Polycarbonate Latex Optimal Polypropylene ABS Kuwaiti JVs Refining Polystyrene Dow Chlorine Products Styrene MEGlobal Divest Invest 23

25 Returning Cash to Our Shareholders Dividend Increase to $1.84 per Share Higher earnings drive dividends higher New historic dividend level $2.00 $1.75 $1.50 $1.25 $1.00 Annualized Dividends Declared Cumulative Share Buy-Back ($MM) $10,000 $8,000 $6,000 $4,000 $2,000 $0 Complete $5B Share Buy-Back $0.5B share buybacks in 1Q15 Olin transaction resulted in $1.5B of common share buybacks in 4Q15 $1B of additional share buybacks in 4Q15 Target to complete remaining $2B of open program in 2016 $10B Cash to Shareholders Since 3Q12 25

26 Building Blocks Platforms Solutions Dow s Unique Growth Drivers Low Cost Monomers Ethylene Propylene Science + Engineering High-Throughput Research Catalyst Discovery & Ligand Synthesis Polymer Science Materials Science Formulation Sciences Process Engineering High-Performance Computer Modeling Key Markets Packaging Transportation Energy/Water Electronics Consumer Construction Durables & Industrial Agriculture Unique, Low-Cost Integration and Innovation Capabilities Underpinned by Operational and Commercial Excellence 26

27 World-Class Unique Capabilities Enable Successful Business Platforms Catalyst Discovery & Synthesis Formulation High-Throughput Science Research Analytical Sciences FR-63 Polymeric Flame Retardant Process Engineering Formulation Sciences METEOR EO Catalyst Technology Spinetoram Materials Science 27

28 Going Forward Market outlook favors Dow portfolio Self-help/Productivity actions will continue Dow has the team that has delivered, and will continue to do so 28

29 Market Outlook North America remains robust; Europe demand is rising China demand driven by consumer needs and is growing Gradual recovery of oil market keeps gas-based cracking advantaged Other emerging markets showing growth, except Brazil Plastics chain supply/demand dynamics tightening and has upside New materials enabling further light-weighting of cars and expansion into adjacent markets Urbanization driving demand in polyurethanes, electronics, elastomers, construction and automotive Demand for Dow s Products Drives Long-Term Value Growth 29

30 Going Forward Market outlook favors Dow portfolio Self-help/Productivity actions will continue Dow has the team that has delivered, and will continue to do so 30

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32 Ethane Usage (MBD) Ethane Surplus / Deficit (MBD) Propane Supply/Demand (MBD) Propane Exports/(Imports) (MBD) NGL Balances Remain Favorable US Ethane Supply / Demand Balance US Propane Supply / Demand Balance 2,750 1,000 2,200 1,500 2, , ,000 1,200 2, , , , , , , , , ,000 1, Surplus Supply Demand Surplus Domestic Demand Domestic Supply 32

33 Relative Portion of Dow Revenue Developed Asia Eastern Europe, ME, Africa, India Developing Asia Latin America Western Europe US & Canada Market Pulse 3Q15 Heat Map 3Q 15 Up 3X GDP or greater Flat Demand Growth 3Q 15 Down Double digit or greater Market Lower Participation >$1B Participation in 2014 Construction Packaging Agriculture Consumer & Food Electronics Durables & Industrials Transportation Energy & Water Relative Portion of Dow Revenue October

34 Agricultural Sciences Dollars in millions 3Q15 3Q14 Sales $1,167 $1,408 Adjusted Sales* $1,151 $1,366 Adj. Price (11%) Adj. Volume (5%) Operating EBITDA ($39) ($15) Equity earnings (included in EBITDA) $2 $1 *Adjusted sales excludes the impact of divestitures and acquisitions. 3Q15 Trends vs. 3Q14 Adjusted Sales Price Volume Crop Protection $ $ $ Seeds $ $ $ 34

35 Consumer Solutions Dollars in millions 3Q15 3Q14 Sales $1,108 $1,183 Price (8%) Volume 2% EBITDA $289 $283 Equity earnings (included in EBITDA) $14 $34 3Q15 Trends vs. 3Q14 Sales Price Volume Consumer Care $ $ # Dow Automotive Systems $ $ # Dow Electronic Materials $ $ 35

36 Infrastructure Solutions Dollars in millions 3Q15 3Q14 Sales $1,900 $2,167 Price (14%) Volume 2% EBITDA $325 $343 Equity earnings (included in EBITDA) $25 $56 3Q15 Trends vs. 3Q14 Sales Price Volume Dow Building & Construction $ $ # Dow Coating Materials $ $ # Energy & Water Solutions $ $ $ Performance Monomers $ $ # 36

37 Performance Materials & Chemicals Dollars in millions 3Q15 3Q14 Sales $3,142 $3,891 Adjusted Sales* $3,142 $3,797 Adj. Price (17%) Adj. Volume 0% EBITDA $540 $596 Equity earnings (included in EBITDA) $54 $80 *Adjusted sales excludes the impact of divestitures and acquisitions. 3Q15 Trends vs. 3Q14 Adjusted Sales Price Adj. Volume Chlor-Alkali and Vinyl $ $ # Chlorinated Organics $ $ $ Epoxy $ $ # Industrial Solutions $ $ $ Polyurethanes $ $ # 37

38 Performance Plastics Dollars in millions 3Q15 3Q14 Sales $4,665 $5,686 Adjusted Sales* $4,588 $5,686 Adj. Price (24%) Adj. Volume 5% Adj. Price excluding Hydrocarbons & (16%) Adj. Volume Energy 4% EBITDA $1,349 $1,245 Equity earnings (included in EBITDA) $50 $64 *Adjusted sales excludes the impact of divestitures and acquisitions. 3Q15 Trends vs. 3Q14 Adjusted Sales Price Volume Dow Elastomers $ $ # Dow Electrical and Telecommunications $ $ # Dow Packaging and Specialty Plastics $ $ # Energy $ $ # Hydrocarbons $ $ # 38

39 Reconciliation of Non-GAAP Financial Measures Three Months Ended Nine Months Ended In millions 09/30/15 09/30/14 09/30/15 09/30/14 Operating EBITDA $2,353 $2,283 $7,206 $6,921 Certain Items 570 (12) 1,157 (30) EBITDA $2,923 $2,271 $8,363 $6,891 - Depreciation and amortization ,921 2,055 + Interest Income Interest expense and amortization of debt discount Income Before Income Taxes $2,063 $1,342 $5,782 $4,147 - Provision for income taxes ,630 1,147 - Net income attributable to noncontrolling interests Preferred stock dividends Net Income Available for The Dow Chemical Company Common Stockholders $1,290 $852 $3,818 $2,698 39

40 Supplemental Information - 3Q15 Certain Items Impacting Results In millions, except per share amounts (Unaudited) Pretax Impact (1) Net Income (2) EPS - Diluted (3)(4) Three Months Ended Three Months Ended Three Months Ended 09/30/15 09/30/14 09/30/15 09/30/14 09/30/15 09/30/14 Operating Results - adjusted to exclude certain items (non-gaap measures) $959 $860 $0.82 $0.72 Gain on divestiture of AgroFresh business $621 $366 $0.32 Costs associated with portfolio and productivity actions ($51) ($12) ($35) ($8) ($0.03) ($0.01) Total certain items $570 ($12) $331 ($8) $0.29 ($0.01) Dilutive effect of assumed preferred stock conversion into shares of common stock ($0.02) N/A Reported (GAAP amounts) (5)(6) $1,290 $852 $1.09 $0.71 (1) Impact on "Income Before Income Taxes." (2) "Net Income Available for The Dow Chemical Company Common Stockholders." (3) "Earnings per common share - diluted." (4) For the three- and nine-month periods ended September 30, 2015, conversion of the Company's Cumulative Convertible Perpetual Preferred Stock, Series A ("Preferred Stock") into shares of the Company's common stock was excluded from the calculation of "Diluted earnings per share adjusted to exclude certain items" as well as the earnings per share impact of certain items because the effect of including them would have been antidilutive. (5) For the three- and nine-month periods ended September 30, 2015, an assumed conversion of the Company's Preferred Stock into shares of the Company's common stock was included in the calculation of diluted earnings per share (reported GAAP amount). (6) The Company used "Net Income Attributable to The Dow Chemical Company" when calculating diluted earnings per share (reported GAAP amount) for the three- and nine-month periods ended September 30, 2015, as it excludes quarterly preferred dividends of $85 million. 40

41 Additional Supplemental Information - 3Q15 Certain Items Impacting Results In millions, except per share amounts (Unaudited) Pretax Impact (1) Net Income (2) EPS - Diluted (3) (4) Nine Months Ended Nine Months Ended Nine Months Ended 09/30/15 09/30/14 09/30/15 09/30/14 09/30/15 09/30/14 Operating Results - adjusted to exclude certain items (non-gaap measures) $2,997 $2,717 $2.58 $2.26 2Q15 Restructuring charges ($375) ($246) ($0.21) Gain on divestiture of AgroFresh business $621 $366 $0.32 Univation step acquisition $349 $351 $0.30 Gain on divestiture of ANGUS Chemical Company $670 $451 $0.39 Divestiture of Sodium Borohydride business $18 ($9) ($0.01) Costs associated with portfolio and productivity actions ($126) ($30) ($92) ($19) ($0.08) ($0.02) Total certain items $1,157 ($30) $821 ($19) $0.71 ($0.02) Dilutive effect of assumed preferred stock conversion into shares of common stock ($0.05) N/A Reported GAAP Amounts (5) (6) $3,818 $2,698 $3.24 $2.24 (1) Impact on "Income Before Income Taxes." (2) "Net Income Available for The Dow Chemical Company Common Stockholders." (3) "Earnings per common share - diluted." (4) For the three- and nine-month periods ended September 30, 2015, conversion of the Company's Cumulative Convertible Perpetual Preferred Stock, Series A ("Preferred Stock") into shares of the Company's common stock was excluded from the calculation of "Diluted earnings per share adjusted to exclude certain items" as well as the earnings per share impact of certain items because the effect of including them would have been antidilutive. (5) For the three- and nine-month periods ended September 30, 2015, an assumed conversion of the Company's Preferred Stock into shares of the Company's common stock was included in the calculation of diluted earnings per share (reported GAAP amount). (6) The Company used "Net Income Attributable to The Dow Chemical Company" when calculating diluted earnings per share (reported GAAP amount) for the three- and nine-month periods ended September 30, 2015, as it excludes quarterly preferred dividends of $85 million. 41

42 Certain Items Affecting Results- 3Q15 Certain items increasing (decreasing) EBITDA by operating segment In millions Three Months Ended Nine Months Ended 09/30/15 09/30/14 09/30/15 09/30/14 Agricultural Sciences $621 $ $607 $ Consumer Solutions (67) Infrastructure Solutions (27) Performance Materials & Chemicals 688 Performance Plastics 337 Corporate (51) (12) (381) (30) Total ($570) ($12) $1,157 ($30) 42

43 Supplemental Information Results in the third quarter of 2015 were impacted by the following items: Pretax gain of $621 million related to the divestiture of the AgroFresh business, included in "Sundry income (expense) - net" in the consolidated statements of income and reflected in Agricultural Sciences. Pretax charge of $51 million for nonrecurring transaction costs associated with portfolio and productivity actions, including the planned separation of a significant portion of the Company s chlorine value chain, implementation costs associated with the Company's 2Q15 restructuring program and other productivity actions (collectively Costs associated with portfolio and productivity actions ). These charges are included in "Cost of sales" ($6 million), "Selling, general and administrative expenses" ($10 million) and "Sundry income (expense) - net" ($35 million) in the consolidated statements of income and reflected in Corporate. Results in the third quarter of 2014 were unfavorably impacted by the following item: Pretax charge of $12 million for costs associated with portfolio and productivity actions, included in "Sundry income (expense) - net" in the consolidated statements of income and reflected in Corporate. In addition to the items described above for the third quarter of 2015, results for the nine-month period ended September 30, 2015 were also impacted by the following items: Pretax restructuring charges of $375 million. On April 29, 2015, Dow's Board of Directors approved actions to further streamline the organization and optimize the Company s footprint as a result of the pending separation of a significant portion of Dow s chlorine value chain. These actions, which will further accelerate Dow s value growth and productivity targets, will result in a reduction of approximately 1,750 positions across a number of businesses and functions and adjustments to the Company's asset footprint to enhance competitiveness. As a result of these actions, the Company recorded pretax restructuring charges of $375 million in the second quarter of 2015 consisting of costs associated with exit or disposal activities of $10 million, severance costs of $196 million and asset write-downs and write-offs of $169 million. The impact of these charges is shown as "Restructuring charges" in the consolidated statements of income and reflected in the Company's segment results as follows: Agricultural Sciences ($14 million), Consumer Solutions ($67 million), Infrastructure Solutions ($27 million), Performance Plastics ($12 million) and Corporate ($255 million). Pretax gain of $670 million on the February 2, 2015, divestiture of ANGUS Chemical Company, included in "Sundry income (expense) - net" in the consolidated statements of income and reflected in Performance Materials & Chemicals. Pretax gain of $349 million (after-tax gain of $351 million) related to the step acquisition of Univation Technologies, LLC, previously a 50:50 joint venture. The gain, which is included Performance Plastics, included a $361 million pretax gain on the step acquisition (after-tax gain of $359 million), included in "Sundry income (expense) - net" in the consolidated statements of income, and a pretax loss of $12 million (after-tax loss of $8 million) for a one-time increase in "Cost of sales" related to the fair value step-up of inventories assumed in the step acquisition. Pretax gain of $18 million (after-tax loss of $9 million) on the January 30, 2015, divestiture of the Sodium Borohydride business. The pretax gain was included in "Sundry income (expense) - net" in the consolidated statements of income and reflected in Performance Materials & Chemicals. Pretax charge of $75 million for costs associated with portfolio and productivity actions, included in "Selling, general and administrative expenses ($6 million) and "Sundry income (expense) - net" ($69 million) in the consolidated statements of income and reflected in Corporate. In addition to the item described above for the third quarter of 2014, results for the nine-month period ended September 30, 2014 were also unfavorably impacted by the following item: Pretax charge of $18 million for costs associated with portfolio and productivity actions. The charge was included in "Sundry income (expense) - net" in the consolidated statements of income and reflected in Corporate. 43

44 Emerging Geographies Dow defines emerging geographies as the following: Eastern Europe, including Russia Asia Pacific, excluding Japan, Australia and New Zealand Latin America India Middle East Africa 44

45 Principal Joint Ventures Although Dow participates in many joint ventures, the most significant joint ventures from a financial perspective are: Dow Corning Corporation EQUATE Petrochemical Company K.S.C. The Kuwait Olefins Company K.S.C. The Kuwait Styrene Company K.S.C. MEGlobal Sadara Chemical Company The SCG-Dow Group Map Ta Phut Olefins Company Limited 45

46 Preliminary Results for Principal Joint Ventures Dollars in millions (unaudited) Principal Joint Ventures - Total 3Q15 3Q14 Dollars in millions (unaudited) Dow Proportionate Share Sales $4,175 $4,977 Sales $1,867 $2,170 Adjusted Sales (1) $3,204 $3,733 Adjusted Sales (1) $1,471 $1,664 EBITDA (2) $636 $650 EBITDA (2) $294 $311 Depreciation & Amortization $213 $227 Depreciation & Amortization $96 $104 EBITDA in Excess of Equity Earnings $157 $101 Equity Earnings $137 $210 Net Debt (3) $4,570 $4,509 3Q15 3Q14 (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. 46

47 Reconciliation of Equity Earnings Quarterly Average Equity Earnings excluding certain items $241 $240 $281 $197 $181 $278 $259 $175 Equity Earnings excluding certain items, for the year , ,112 1, Certain items: Dow Corning Restructuring / asset abandonment (29) (89) Equipolymers impairment (65) Sadara related development and other costs (73) Gain on collection of impaired note receivable 86 Equity in earnings of noconsolidated affiliates $964 $959 $1,122 $787 $630 $1,112 $1,223 $536 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 Equity Earnings excluding certain items $230 $228 $322 $254 $251 $227 $229 $221 $168 $272 $135 Certain items: Dow Corning restructuring/asset abandonment (500) Dow Corning implant liability adjustment 407 Formulated electrolytes manufacturing join venture (10) Equity in earnings of nonconsolidated affiliates $230 $228 $322 $264 $251 $227 $229 $128 $168 $272 $135 47

48 Global Operating Rates as a Percent of Capacity Year QTR YTD Q 83% 83% 2Q 84% 83% 3Q 83% 83% 4Q 72% 80% Q 83% 83% 2Q 78% 81% 3Q 83% 81% 4Q 78% 81% Q 82% 82% 2Q 78% 80% 3Q 82% 81% 4Q 82% 81% Q 83% 83% 2Q 82% 83% 3Q 88% 85% 4Q 86% 85% Q 84% 84% 2Q 84% 84% 3Q 86% 85% 48