Delaware
|
|
38-1285128
|
State or other jurisdiction of
incorporation or organization
|
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $2.50 per share
|
|
New York Stock Exchange
|
|
|
PAGE
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Business
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Risk Factors
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Unresolved Staff Comments
|
||
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Properties
|
||
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Legal Proceedings
|
||
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Mine Safety Disclosures
|
||
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
||
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|
|
Selected Financial Data
|
||
|
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
||
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Quantitative and Qualitative Disclosures About Market Risk
|
||
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Financial Statements and Supplementary Data
|
||
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
||
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Controls and Procedures
|
||
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Other Information
|
||
|
|
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|
||
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|
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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
|
||
|
|
|
Principal Accounting Fees and Services
|
||
|
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|
|
||
|
|
|
Exhibits, Financial Statement Schedules
|
||
|
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
Business
|
Market Segments
|
Technologies
|
Semiconductor Technologies
|
Integrated circuit fabrication for memory and logic
|
CMP consumables, photolithography materials
|
Interconnect Technologies
|
Printed circuit board, electronics and industrial finishing
|
Interconnect metallization and imaging process chemistries
|
Display Technologies
|
Display materials
|
Display films and filters, OLED materials
|
Growth Technologies
|
New and emerging technologies
|
Advanced chip packaging materials, metalorganic precursors, optical and ceramic materials
|
Business
|
Major Products
|
Applications/Market Segments
|
Dow Building and Construction
|
AQUASET™ acrylic thermosetting resins, DOW™ latex powders, FROTH-PAK™ foam insulation and sealants, GREAT STUFF™ insulating foam sealants and adhesives, RHOPLEX™ and PRIMAL™ acrylic polymer emulsions, STYROFOAM™ brand insulation products, WALOCEL™ cellulose ethers, XENERGY™ high performance insulation
|
Delivering energy efficiency and durability to new and retrofit construction; insulation, weatherization and air sealing; caulks and sealants; elastomeric roof coatings; exterior insulation finishing systems; roof tiles; siding coatings; roofing and solar energy collector
|
Dow Coating Materials
|
ACRYSOL™ Rheology Modifiers, AVANSE™ acrylic binders, EVOQUE™ Pre-Composite Polymer, FORMASHIELD™ acrylic binder, RHOPLEX™ acrylic resin, TAMOL™ Dispersants
|
Acrylic binders; architectural paint and coatings; dispersants; rheology modifiers; surfactants for both architectural and industrial applications
|
Dow Water and Process Solutions
|
DOW ADSORBSIA™ selective media, DOW EDI™ modules, DOWEX™ and AMBERJET™ ion exchange resins, DOWEX™ OPTIPORE™ polymeric adsorbent resins, DOW FILMTEC™ reverse osmosis and nanofiltration elements, TEQUATIC™ PLUS fine particle filter, AMBERLYST™ polymeric catalysts
|
Providing the right, cost effective separation technology for water treatment and filtration; energy (power, oil and gas); pharmaceutical; food and beverage; chemical processing
|
Performance Monomers
|
Acrylates, methacrylates, vinyl acetate monomers
|
Super absorbents, water treatment, flocculants and detergents, crylic sheets, coatings, inks and paints, molding compounds, impact modifiers and electronic displays, adhesives, textiles, automotive and architectural safety glass
|
|
Crop Application
|
|||||||||
Key Product Lines
|
Canola
|
Cereals
|
Corn
|
Cotton
|
Range and Pasture
|
Rice
|
Soybeans
|
Sunflower
|
Trees, Fruits and Vegetables
|
Others
|
Insecticides
|
x
|
x
|
x
|
x
|
|
x
|
x
|
x
|
x
|
x
|
Fungicides
|
|
x
|
|
|
|
x
|
x
|
|
x
|
x
|
Herbicides
|
x
|
x
|
x
|
x
|
x
|
x
|
x
|
x
|
x
|
x
|
Seeds, Traits and Oils
|
x
|
x
|
x
|
x
|
x
|
|
x
|
x
|
|
x
|
Other
|
|
|
x
|
|
|
|
|
|
x
|
x
|
Key Product Lines
|
Brands
|
Insecticides
|
LORSBAN™; RADIANT™; SENTRICON™; TELONE™; TRACER™
|
Fungicides
|
DITHANE™
|
Herbicides
|
BROADWAY™; CLINCHER™; FENCER™; GARLON™; LONTREL™; MILESTONE™; PRIMUS™; STARANE™; SURESTART™; TORDON™
|
Seeds, Traits and Oils
|
AGROMEN™ seeds; BRODBECK™ seeds; DAIRYLAND SEED™; Grand Valley Hybrids; HYLAND™ seeds; MYCOGEN™ seeds; NEXERA™; PFISTER™ seeds; PHYTOGEN™; PRAIRIE BRAND SEEDS™; Renze Seeds; TRIUMPH™ seed
|
Other
|
HARVISTA™; N-SERVE™; RIPELOCK™
|
(1)
|
Smartstax
® and POWERCORE
™ multi-event technology developed by Dow AgroSciences LLC and Monsanto. Smartstax
®, the
Smartstax
® logo, POWERCORE™ and the POWERCORE™ logo are trademarks of Monsanto Technology, LLC.
|
(2)
|
Components of the ENLIST™ Weed Control System have not yet received regulatory approvals; approvals are pending.
|
Business
|
Major Products
|
Applications/Market Segments
|
Amines
|
Chelants, ethanolamines, ethyleneamines, isopropanolamines
|
Agriculture, construction, consumer and institutional goods, electronics, home and personal care, industrial applications, paper, transportation, utilities
|
Chlorinated Organics
|
Chloroform, methyl chloride, methylene chloride, perchloroethylene, trichloroethylene
|
Cleaning applications, construction, fluoropolymers, pharmaceuticals, refrigerants, water treatment
|
Dow Automotive Systems
|
Composites, polyurethane foams, composite, elastic and structural adhesives, acoustical foam, one-coat adhesives
|
Automotive, transportation
|
Dow Formulated Systems
|
Formulated epoxy and polyurethane systems
|
Construction insulation, commercial appliances, composites, flooring, footwear, furniture, industrial applications, infrastructure, wind energy solutions
|
Dow Oil, Gas & Mining
|
Demulsifiers, drilling and completion fluids, heat transfer fluids, perchloroethylene, rheology modifiers, scale inhibitors, shale inhibitors, specialty amine solvents, surfactants, water clarifiers
|
Enhanced oil recovery, gas processing, oil and gas exploration and production, oil and gas transmission, power, refining
|
Dow Plastics Additives
|
Additives for the processing and modification of thermoplastic and thermosetting plastic materials
|
Building and construction, consumer goods, electronics, packaging, transportation
|
Epoxy
|
Epoxy resins, hardeners and intermediates
|
Civil engineering, composites, consumer goods, electrical laminates, infrastructure
|
Oxygenated Solvents
|
Acetone derivatives, butyl glycol ethers, glycol ethers, low-VOC solvents, methyl isobutyl
|
Agriculture, coatings, consumer and industrial goods, electronics, lubricant additives
|
Polyglycols, Surfactants & Fluids (PS&F)
|
Heat-transfer fluids, polyalkylene glycol, polyethylene glycol, surfactants
|
Aircraft deicing, consumer goods, industrial goods, infrastructure, food, pharmaceutical, transportation
|
Polyurethanes
|
Polyether polyols, methylene diphenyl diisocyanate ("MDI"), toluene diisocyanate ("TDI")
|
Appliances, automotive, bedding, building and construction, electronics, flooring, footwear, furniture, industrial, infrastructure, packaging and transportation
|
Propylene Oxide / Propylene Glycol (PO/PG)
|
Propylene oxide (produced via the chlorohydrin process; also produced using hydrogen peroxide to propylene oxide manufacturing technology
(1)
), propylene glycol, synthetic glycerine
|
Aircraft deicing fluids, animal feed, beverages, cosmetics, food and flavorings, heat transfer fluids, hydraulic and brake fluids, paints and coatings, pharmaceuticals, unsaturated polyester resins, urethanes
|
(1)
|
Hydrogen peroxide to propylene oxide manufacturing technology is utilized by MTP HPPO Manufacturing Company Limited, a Thailand-based consolidated variable interest entity ultimately owned 50 percent by the Company and 50 percent by SCG Chemicals Co. Ltd.; and BASF DOW HPPO Production B.V.B.A., a Belgium-based joint venture ultimately owned 100 percent by HPPO Holding & Finance C.V., which is owned 50 percent by the Company and 50 percent by BASF.
|
•
|
Map Ta Phut Olefins Company Limited - effective ownership is 32.77 percent of which the Company directly owns 20.27 percent and indirectly owns 12.5 percent through its equity interest in Siam Polyethylene Company Limited and Siam Synthetic Latex Company Limited. This Thailand-based company manufactures propylene and ethylene.
|
•
|
A portion of the results of Sadara Chemical Company - a development-stage Saudi Arabian company that will manufacture chlorine, ethylene and propylene for internal consumption and will produce and sell high-value added chemical products and performance plastics; owned 35 percent by the Company.
|
Business
|
Major Products
|
Applications/Market Segments
|
Dow Elastomers
|
Elastomers, polyolefin plastomers, ethylene propylene diene monomer elastomers ("EPDMs")
|
Adhesives, footwear, housewares, infrastructure, sports recreation, toys and infant products, transportation
|
Dow Electrical and Telecommunications
|
Wire and cable insulation, semiconductive and jacketing compound solutions, bio-based plasticizers
|
Building and construction, electrical transmission and distribution infrastructure, telecommunications infrastructure
|
Dow Packaging and Specialty Plastics
|
Acrylics, polyethylene, low-density polyethylene, linear low-density polyethylene, high-density polyethylene, polyolefin emulsions, polyolefin plastomers
|
Adhesives, food and specialty packaging, hygiene and medical, industrial and consumer packaging, photovoltaic
|
•
|
Univation Technologies, LLC - a United States-based company that develops, markets and licenses the UNIPOL™ polyethylene process technology and related catalysts, including metallocene catalysts; owned 50 percent by the Company.
|
•
|
EQUATE Petrochemicals Company K.S.C. - a Kuwait-based company that manufactures ethylene, polyethylene and ethylene glycol; owned 42.5 percent by the Company.
|
•
|
The Kuwait Olefins Company K.S.C. - a Kuwait-based company that manufactures ethylene and ethylene glycol; owned 42.5 percent by the Company.
|
•
|
The SCG-Dow Group consists of Siam Polyethylene Company Limited - owned 50 percent; Siam Polystyrene Company Limited - owned 50 percent; Siam Styrene Monomer Co., Ltd. - owned 50 percent; and Siam Synthetic Latex Company Limited - owned 50 percent. These Thailand-based companies manufacture polyethylene, polystyrene, styrene and latex.
|
•
|
Sadara Chemical Company - a development-stage Saudi Arabian company that will manufacture chlorine, ethylene and propylene for internal consumption and will produce and sell high-value added chemical products and performance plastics; owned 35 percent by the Company.
|
•
|
Dow Packaging and Specialty Plastics: An ELITE™ polymer production unit will be built in Freeport, Texas; and a Low Density Polyethylene (LDPE) production unit will be built in Plaquemine, Louisiana.
|
•
|
Dow Elastomers: A NORDEL™ metallocene EPDM production unit will be built in Plaquemine, Louisiana; and a High Melt Index (HMI) AFFINITY™ polymer production unit will be built in Freeport, Texas.
|
•
|
MEGlobal - headquartered in Dubai, United Arab Emirates and manufactures and markets monoethylene glycol, diethylene glycol and polyethylene terephthalate resins; owned 50 percent by the Company.
|
•
|
EQUATE Petrochemicals Company K.S.C. - a Kuwait-based company that manufactures ethylene, polyethylene and ethylene glycol; owned 42.5 percent by the Company.
|
•
|
The Kuwait Olefins Company K.S.C. - a Kuwait-based company that manfactures ethylene and ethylene glycol; owned 42.5 percent by the Company.
|
•
|
The SCG-Dow Group consists of Siam Polyethylene Company Limited - owned 50 percent; Siam Polystyrene Company Limited - owned 50 percent; Siam Styrene Monomer Co., Ltd. - owned 50 percent; and Siam Synthetic Latex Company Limited - owned 50 percent. These Thailand-based companies manufacture polyethylene, polystyrene, styrene and latex.
|
Patents Owned at December 31, 2013
|
||||||
|
|
United States
|
|
|
Foreign
|
|
Electronic and Functional Materials
|
|
1,049
|
|
|
3,864
|
|
Coatings and Infrastructure Solutions
|
|
607
|
|
|
2,887
|
|
Agricultural Sciences
|
|
706
|
|
|
2,789
|
|
Performance Materials
|
|
586
|
|
|
2,547
|
|
Performance Plastics
|
|
720
|
|
|
2,975
|
|
Feedstocks and Energy
|
|
68
|
|
|
213
|
|
Corporate
|
|
143
|
|
|
281
|
|
Total
|
|
3,879
|
|
|
15,556
|
|
Principal Nonconsolidated Affiliate
|
|
Ownership Interest
|
|
Business Description
|
|
Dow Corning Corporation
|
|
50.00
|
%
|
|
A U.S. company that manufactures silicone and silicone products
|
EQUATE Petrochemical Company K.S.C.
|
|
42.50
|
%
|
|
A Kuwait-based company that manufactures ethylene, polyethylene and ethylene glycol
|
The Kuwait Olefins Company K.S.C.
|
|
42.50
|
%
|
|
A Kuwait-based company that manufactures ethylene and ethylene glycol
|
Map Ta Phut Olefins Company Limited
(1)
|
|
32.77
|
%
|
|
A Thailand-based company that manufactures propylene and ethylene
|
MEGlobal
|
|
50.00
|
%
|
|
A company, headquartered in Dubai, United Arab Emirates, that manufactures and markets monoethylene glycol, diethylene glycol and polyethylene terephthalate resins
|
Sadara Chemical Company
|
|
35.00
|
%
|
|
A development-stage Saudi Arabian company that will manufacture chlorine, ethylene and propylene for internal consumption and will produce and sell high-value added chemical products and performance plastics
|
The SCG-Dow Group
|
|
|
|
|
|
Siam Polyethylene Company Limited
|
|
50.00
|
%
|
|
A Thailand-based company that manufactures polyethylene
|
Siam Polystyrene Company Limited
|
|
50.00
|
%
|
|
A Thailand-based company that manufactures polystyrene
|
Siam Styrene Monomer Co., Ltd.
|
|
50.00
|
%
|
|
A Thailand-based company that manufactures styrene
|
Siam Synthetic Latex Company Limited
|
|
50.00
|
%
|
|
A Thailand-based company that manufactures latex
|
Univation Technologies, LLC
|
|
50.00
|
%
|
|
A United States-based company that develops, markets and licenses the UNIPOL™ polyethylene process technology and sells related catalysts, including metallocene catalysts
|
(1)
|
The Company's effective ownership of Map Ta Phut Olefins Company Limited is 32.77 percent, of which the Company directly owns 20.27 percent and indirectly owns 12.5 percent through its equity interest in Siam Polyethylene Company Limited and Siam Synthetic Latex Company Limited.
|
Name - Age
|
Present Position with Registrant
|
Year Elected to be an Officer
|
Other Business Experience since January 1, 2009
|
Ronald C. Edmonds, 56
|
Vice President and Controller
|
2009
|
Business Finance Vice President for Performance Plastics and Chemicals and Market Facing Businesses 2007 to June 2009. Vice President and Assistant Controller July 2009 to November 2009. Present position held since November 2009.
|
James R. Fitterling, 52
|
Executive Vice President, Feedstocks, Performance Plastics and Supply Chain
|
2010
|
President Basic Plastics 2007 to 2009. Vice President Corporate Development 2009 to August 2010. Dow Executive Vice President and President, Plastics and Hydrocarbons August 2010 to September 2011. Executive Vice President and President, Feedstocks & Energy and Corporate Development September 2011 to September 2012. Executive Vice President, Feedstocks, Performance Plastics, Asia and Latin America September 2012 to December 2013. Present position held since December 2013.
|
Gregory M. Freiwald, 60
|
Chief Human Resources Officer, Aviation, Corporate Affairs, and Executive Vice President
|
2008
|
Senior Vice President, Human Resources and Corporate Affairs 2008 to 2009. Present position held since 2009.
|
Heinz Haller, 58
|
Chief Commercial Officer, President of Dow Europe, Middle East and Africa, and Executive Vice President
|
2006
|
Executive Vice President, Performance Plastics and Chemicals 2007 to 2009. Executive Vice President, Health, Agriculture and Infrastructure Group February 2009 to May 2009. Executive Vice President, Performance Systems May 2009 to August 2010. Executive Vice President and Chief Commercial Officer August 2010 to September 2012. Present position held since September 2012.
|
Joe E. Harlan, 54
|
Executive Vice President, Chemicals, Energy and Performance Materials
|
2011
|
Executive Vice President of Electro and Communications Business, 3M Company 2004 to 2009. Executive Vice President of Consumer & Office Business, 3M Company 2009 to August 2011. Executive Vice President, Performance Materials September 2011 to September 2012. Present position held since September 2012.
|
Peter Holicki, 53
|
Corporate Vice President, Manufacturing and Engineering, and Environment, Health & Safety Operations
|
2014
|
Global Manufacturing Vice President, Hydrocarbons May 2009 to October 2012. Vice President for Manufacturing & Engineering Europe, Middle East & Africa May 2009 to October 2012. Vice President of Operations for Europe, Middle East and Africa and the Ethylene Envelope October 2012 to December 2013. Present position held since 2014.
|
Charles J. Kalil, 62
|
General Counsel, Corporate Secretary, and Executive Vice President
|
2004
|
General Counsel 2004 to date and Corporate Secretary 2005 to date. Executive Vice President 2008 to date.
|
David E. Kepler, 61
|
Executive Vice President, Chief Sustainability Officer and Chief Information Officer
|
2000
|
Chief Information Officer 1998 to date. Corporate Vice President with responsibility for eBusiness 2000 to date. Responsibility for Business Services 2004 to date. Chief Sustainability Officer 2007 to date. Executive Vice President 2008 to date.
|
Andrew N. Liveris, 59
|
President, Chief Executive Officer and Chairman of the Board
|
2003
|
President and Chief Executive Officer 2004 to date and Chairman 2006 to date.
|
Fernando Ruiz, 58
|
Corporate Vice President and Treasurer
|
2001
|
Corporate Vice President and Treasurer 2001 to date.
|
A. N. Sreeram, 46
|
Corporate Vice President, Research & Development
|
2013
|
Vice President, Research & Development, Dow Advanced Materials 2009 to October 2013. Present position held since October 2013.
|
Howard I. Ungerleider, 45
|
Executive Vice President, Advanced Materials
|
2011
|
Vice President, Investor Relations 2008 to March 2011. Senior Vice President and President, Performance Plastics March 2011 to September 2012. Present position held since September 2012.
|
William H. Weideman, 59
|
Chief Financial Officer and Executive Vice President
|
2006
|
Vice President and Controller 2006 to November 2009. Vice President and Interim Chief Financial Officer November 2009 to March 2010. Dow Executive Vice President and Chief Financial Officer March 2010 to date. Executive Vice President of Finance, Dow AgroSciences and Corporate Strategic Development since September 2012.
|
|
Segment using manufacturing facility
|
|||||
Location
|
Electronic and Functional Materials
|
Coatings
and
Infrastructure
Solutions
|
Agricultural
Sciences
|
Performance
Materials
|
Performance Plastics
|
Feedstocks
and Energy
|
United States:
|
|
|
|
|
|
|
Plaquemine, Louisiana
|
x
|
x
|
|
x
|
x
|
x
|
Hahnville (St. Charles), Louisiana
|
x
|
x
|
|
x
|
x
|
x
|
Louisville, Kentucky
|
|
x
|
|
x
|
x
|
|
Midland, Michigan
|
x
|
x
|
x
|
x
|
x
|
x
|
Freeport, Texas
|
x
|
|
x
|
x
|
x
|
x
|
Seadrift, Texas
|
|
|
|
x
|
x
|
x
|
Texas City, Texas
|
|
x
|
|
x
|
|
x
|
Deer Park, Texas
|
x
|
x
|
|
|
|
|
Canada:
|
|
|
|
|
|
|
Fort Saskatchewan, Alberta
|
|
|
|
|
x
|
x
|
Joffre, Alberta
|
|
|
|
|
|
x
|
Germany:
|
|
|
|
|
|
|
Boehlen
|
|
x
|
|
|
|
x
|
Bomlitz
|
|
|
|
x
|
|
|
Leuna
|
|
|
|
|
x
|
|
Schkopau
|
x
|
x
|
|
x
|
x
|
x
|
Stade
|
x
|
|
x
|
x
|
|
x
|
Terneuzen, The Netherlands
|
|
|
|
x
|
x
|
x
|
Tarragona, Spain
|
|
|
|
x
|
x
|
x
|
Bahia Blanca, Argentina
|
|
|
|
|
x
|
x
|
Candeias, Brazil
|
|
|
|
x
|
|
|
Map Ta Phut, Thailand
|
x
|
x
|
|
x
|
x
|
|
United States:
|
73 manufacturing locations in 25 states.
|
Canada:
|
6 manufacturing locations in 3 provinces.
|
Europe, Middle East and Africa:
|
51 manufacturing locations in 18 countries.
|
Latin America:
|
29 manufacturing locations in 5 countries.
|
Asia Pacific:
|
42 manufacturing locations in 11 countries.
|
Issuer Purchases of Equity Securities
|
|
Average price paid per share
|
|
|
Total number of shares purchased as part of the Company's publicly announced share repurchase program
(1)
|
|
|
Approximate dollar value of shares that may yet be purchased under the Company's publicly announced share repurchase program
(1)
|
|
||||
Period
|
Total number of shares purchased
|
|
|||||||||||
October 2013
|
238,000
|
|
|
$
|
39.32
|
|
|
238,000
|
|
|
$
|
1,356,458,256
|
|
November 2013
|
2,613,300
|
|
|
$
|
39.37
|
|
|
2,613,300
|
|
|
$
|
1,253,577,619
|
|
December 2013
|
1,533,869
|
|
|
$
|
39.17
|
|
|
1,533,869
|
|
|
$
|
1,193,489,017
|
|
Fourth quarter 2013
|
4,385,169
|
|
|
$
|
39.30
|
|
|
4,385,169
|
|
|
$
|
1,193,489,017
|
|
(1)
|
On February 13, 2013, the Company announced 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. Purchases under this program began in May 2013.
|
In millions, except as noted
(Unaudited)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|||||
Summary of Operations
(1)
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
57,080
|
|
$
|
56,786
|
|
$
|
59,985
|
|
$
|
53,674
|
|
$
|
44,875
|
|
Net income from continuing operations
|
4,816
|
|
1,100
|
|
2,784
|
|
2,321
|
|
566
|
|
|||||
Per share of common stock (in dollars):
|
|
|
|
|
|
||||||||||
Net income from continuing operations per common share - basic
|
3.72
|
|
0.71
|
|
2.06
|
|
1.75
|
|
0.22
|
|
|||||
Net income from continuing operations per common share - diluted
|
3.68
|
|
0.70
|
|
2.05
|
|
1.72
|
|
0.22
|
|
|||||
Cash dividends declared per share of common stock
|
1.28
|
|
1.21
|
|
0.90
|
|
0.60
|
|
0.60
|
|
|||||
Book value per share of common stock
|
22.59
|
|
17.73
|
|
19.28
|
|
19.23
|
|
18.42
|
|
|||||
Year-end Financial Position
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
69,501
|
|
$
|
69,605
|
|
$
|
69,224
|
|
$
|
69,588
|
|
$
|
66,018
|
|
Long-term debt
|
16,820
|
|
19,919
|
|
18,310
|
|
20,605
|
|
19,152
|
|
|||||
Financial Ratios
|
|
|
|
|
|
||||||||||
Research and development expenses as percent of net sales
|
3.1
|
%
|
3.0
|
%
|
2.7
|
%
|
3.1
|
%
|
3.3
|
%
|
|||||
Income from continuing operations before income taxes as percent of net sales
|
11.9
|
%
|
2.9
|
%
|
6.0
|
%
|
5.2
|
%
|
1.0
|
%
|
|||||
Return on stockholders’ equity
|
19.4
|
%
|
5.0
|
%
|
13.1
|
%
|
11.0
|
%
|
2.0
|
%
|
|||||
Debt as a percent of total capitalization
|
39.0
|
%
|
48.8
|
%
|
48.0
|
%
|
51.3
|
%
|
51.4
|
%
|
(1)
|
Adjusted to report sale of the Calcium Chloride business in 2009 as discontinued operations.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Page
|
•
|
On March 14, 2013, the Company announced the Dow Polypropylene Licensing and Catalysts business was being marketed for divestment, as part of the Company's ongoing commitment to portfolio management. The business was sold to W.R. Grace and Co. on December 2, 2013 for $
490 million
, net of working capital adjustments and costs to sell.
|
•
|
On March 18, 2013, the Company announced its intention to build several new Performance Plastics production units on the U.S. Gulf Coast, further connecting the Company's U.S. manufacturing operations with cost-advantaged feedstocks resulting from increasing supplies of shale gas in North America. These production units will support expected profitable growth of the Company's high value Performance Plastics franchise. On August 27, 2013, the Company announced the location of these four new production units:
|
◦
|
Dow Packaging and Specialty Plastics: An ELITE™ polymer production unit will be built in Freeport, Texas; and a Low Density Polyethylene (LDPE) production unit will be built in Plaquemine, Louisiana.
|
◦
|
Dow Elastomers: A NORDEL™ metallocene ethylene propylene diene monomer ("EPDM") production unit will be built in Plaquemine, Louisiana; and a High Melt Index (HMI) AFFINITY™ polymer production unit will be built in Freeport, Texas.
|
•
|
On June 17, 2013, the Company announced the signing of the main financing for Sadara Chemical Company ("Sadara") whereby Sadara entered into definitive agreements with certain export agencies, commercial banks and the Public Investment Fund of the Kingdom of Saudi Arabia for approximately $10.5 billion of additional project financing ("Additional Project Financing"). The Additional Project Financing closed on June 28, 2013, bringing the total project financing for Sadara to approximately $12.5 billion.
|
•
|
On December 2, 2013, the Company announced the planned carve-out of a portion of its chlorine chain, including the Company's U.S. Gulf Coast Chlor-Alkali/Chlor-Vinyl business, the global Chlorinated Organics business and the Epoxy business, in preparation for transactions involving select chlorine and derivative businesses over the next 12-24 months.
|
•
|
Dow was named to the Dow Jones Sustainability World Index - the 13th time the Company has received this recognition since the index was launched.
|
•
|
Dow earned an A+ Rating by UN Global Compact Communication on Progress for its 2012 Global Reporting Initiative (GRI) Sustainability Report - the 6th year in a row Dow has received this designation.
|
•
|
Dow was named to the Thomson Reuters 2013 Top 100 Global Innovators - the Company has received this recognition in each of the three years since the program was launched.
|
•
|
Dow was named by Chief Executive Magazine as one of the 40 best companies for leaders for the second consecutive year.
|
•
|
Dow was awarded the 2013 U.S. Presidential Green Chemistry Challenge Award for its EVOQUE™ Pre-Composite Polymer Technology which helps coatings formulators improve paint performance while using less titanium dioxide.
|
•
|
Dow AgroSciences received registration in the United States for sulfoxaflor, a new insecticidal active ingredient that offers extremely effective control of many important sap-feeding insect pests.
|
•
|
Dow and its joint venture partner Tasnee Sahara Olefins Company announced the mechanical completion of the first acrylic monomer production facility in the Middle East. The plant will help provide a reliable, cost-advantaged supply of acrylic emulsion polymers for coatings and adhesives applications to support growth in emerging geographies.
|
•
|
Dow AgroSciences and Monsanto Company reached new cross-licensing agreements to enable the creation of next-generation
SmartStax® corn, including additional insect protection and access to Dow AgroSciences' new ENLIST™ Weed Control System herbicide-tolerant trait, pending regulatory approval.
|
•
|
Dow inaugurated its new Northeast Technology Center, a state-of-the-art innovation hub for Dow’s Advanced Materials businesses. Located in Collegeville, Pennsylvania, the technology center is one of Dow’s largest global research and development hubs and serves key end-markets including electronics, consumer non-durables, infrastructure, transportation and energy.
|
•
|
Dow Packaging and Specialty Plastics launched Pack Studios Freeport, the first of four Pack Studio centers around the globe, to help customers turn packaging ideas into innovative solutions. Once fully launched, studios will be located in Freeport, Texas; São Paulo, Brazil; Horgen, Switzerland; and Shanghai, China.
|
•
|
Dow’s SILVADUR™ antimicrobial technology for fabrics and EVOQUE™ Pre-Composite Polymer Technology for paints won R&D 100 Awards.
|
•
|
The Polyurethanes business launched two expansion projects to meet customer needs in Asia Pacific and the United States. The business will construct a polyether polyols facility at the Company’s Map Ta Phut, Thailand site. In addition, the Company will increase its polyol and copolymer capacity as a result of debottlenecking at its Freeport, Texas facility.
|
•
|
Dow Water and Process Solutions announced the global launch of TEQUATIC™ PLUS fine particle filter. The cost-effective, high-performance filter will be supported by a new manufacturing center in Menlo Park, California.
|
•
|
On July 30, 2013, the Company announced that Bill Banholzer, Chief Technology Officer and Executive Vice President, had elected to retire. A. N. Sreeram was named Corporate Vice President of Research and Development, effective August 1, 2013.
|
•
|
On December 31, 2013, Carol Williams, Executive Vice President, Manufacturing and Engineering, Supply Chain and Environmental, Health and Safety ("EH&S") relinquished her line responsibilities and will retire from Dow later in 2014.
|
Production Costs and Operating Expenses
|
|||||||||
Cost components as a percent of total
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Hydrocarbon feedstocks and energy
|
|
38
|
%
|
|
37
|
%
|
|
42
|
%
|
Salaries, wages and employee benefits
|
|
15
|
|
|
13
|
|
|
13
|
|
Maintenance
|
|
4
|
|
|
4
|
|
|
4
|
|
Depreciation
|
|
4
|
|
|
4
|
|
|
4
|
|
Restructuring charges
|
|
—
|
|
|
3
|
|
|
—
|
|
Supplies, services and other raw materials
|
|
39
|
|
|
39
|
|
|
37
|
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Certain Items Impacting Results
|
Pretax
Impact
(1)
|
|
Impact on
Net Income
(2)
|
|
Impact on
EPS
(3) (4)
|
||||||||||||||||||||||||||||||
In millions, except per share amounts
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||||||
Adjusted to exclude certain items (non-GAAP measures)
|
|
|
|
|
|
|
$
|
2,981
|
|
|
$
|
2,249
|
|
|
$
|
2,959
|
|
|
$
|
2.48
|
|
|
$
|
1.90
|
|
|
$
|
2.54
|
|
||||||
Certain items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Asset impairments and related costs
|
$
|
(181
|
)
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
(124
|
)
|
|
—
|
|
|
(51
|
)
|
|
(0.10
|
)
|
|
—
|
|
|
(0.05
|
)
|
||||||
Warranty accrual adjustment of exited business
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
(0.03
|
)
|
|||||||||
Restructuring implementation costs
|
(40
|
)
|
|
(1
|
)
|
|
—
|
|
|
(29
|
)
|
|
(1
|
)
|
|
—
|
|
|
(0.03
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Research and development expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Restructuring implementation costs
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Selling, general and administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Restructuring implementation costs
|
(2
|
)
|
|
(21
|
)
|
|
—
|
|
|
(2
|
)
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|||||||||
Amortization of intangibles:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Asset impairments and related costs
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Goodwill impairment loss
|
—
|
|
|
(220
|
)
|
|
—
|
|
|
—
|
|
|
(220
|
)
|
|
—
|
|
|
—
|
|
|
(0.19
|
)
|
|
—
|
|
|||||||||
Restructuring charges (credits)
(5)
|
22
|
|
|
(1,343
|
)
|
|
—
|
|
|
21
|
|
|
(951
|
)
|
|
—
|
|
|
0.02
|
|
|
(0.82
|
)
|
|
—
|
|
|||||||||
Acquisition-related integration expenses
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|||||||||
Equity in earnings of nonconsolidated affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Gain on collection of impaired note receivable
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
0.07
|
|
|||||||||
Dow Corning restructuring and asset abandonment
|
—
|
|
|
(89
|
)
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
—
|
|
|
(0.07
|
)
|
|
—
|
|
|||||||||
Sadara development and other costs
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
(0.06
|
)
|
|
—
|
|
|||||||||
Asset impairments at a formulated electrolytes joint venture
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Sundry income (expense) - net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Gain from K-Dow settlement
|
2,161
|
|
|
—
|
|
|
—
|
|
|
1,647
|
|
|
—
|
|
|
—
|
|
|
1.37
|
|
|
—
|
|
|
—
|
|
|||||||||
Gain (Loss) on sale of contract manufacturing business
|
—
|
|
|
8
|
|
|
(42
|
)
|
|
—
|
|
|
8
|
|
|
44
|
|
|
—
|
|
|
0.01
|
|
|
0.04
|
|
|||||||||
Gain on sale of Polypropylene Licensing and Catalysts business
|
451
|
|
|
—
|
|
|
—
|
|
|
356
|
|
|
—
|
|
|
—
|
|
|
0.29
|
|
|
—
|
|
|
—
|
|
|||||||||
Gain on sale of a 7.5 percent interest in Freeport LNG Development, L.P.
|
87
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
0.06
|
|
|
—
|
|
|
—
|
|
|||||||||
Gain on sale of ownership interest in Dow Kokam
|
26
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|||||||||
Loss on early extinguishment of debt
|
(326
|
)
|
|
(123
|
)
|
|
(482
|
)
|
|
(205
|
)
|
|
(78
|
)
|
|
(314
|
)
|
|
(0.17
|
)
|
|
(0.06
|
)
|
|
(0.27
|
)
|
|||||||||
Provision for income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Uncertain tax position adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(276
|
)
|
|
—
|
|
|
—
|
|
|
(0.23
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Tax valuation allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(264
|
)
|
|
—
|
|
|
—
|
|
|
(0.23
|
)
|
|||||||||
Total certain items
|
$
|
2,183
|
|
|
$
|
(1,862
|
)
|
|
$
|
(606
|
)
|
|
$
|
1,466
|
|
|
$
|
(1,407
|
)
|
|
$
|
(557
|
)
|
|
$
|
1.21
|
|
|
$
|
(1.20
|
)
|
|
$
|
(0.49
|
)
|
Dilutive effect of assumed preferred stock conversion into shares of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
||||||||||||
Reported U.S. GAAP Amounts (6) (7)
|
|
|
|
|
|
|
$
|
4,447
|
|
|
$
|
842
|
|
|
$
|
2,402
|
|
|
$
|
3.68
|
|
|
$
|
0.70
|
|
|
$
|
2.05
|
|
(1)
|
Impact on "Income Before Income Taxes."
|
(2)
|
Impact on "Net Income Available for The Dow Chemical Company Common Stockholders."
|
(3)
|
Impact on "Earnings per common share - diluted."
|
(4)
|
For the year ended December 31, 2013, conversion of the Company's Cumulative Convertible Perpetual Preferred Stock, Series A 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)
|
"Restructuring charges (credits)" in 2012 include $304 million of asset impairments and severance costs related to Dow Kokam LLC ("Dow Kokam") which, at the time of the charge, was owned 63.6 percent by Dow. The Dow Kokam restructuring impact on "Net Income Available for The Dow Chemical Company Common Stockholders" was reduced by $7 million of tax credits and $108 million of net loss attributable to noncontrolling interests. The Company's share of the Dow Kokam charge, after tax and noncontrolling interests, was $189 million.
|
(6)
|
For the year ended December 31, 2013, an assumed conversion of the Company's Cumulative Convertible Perpetual Preferred Stock, Series A into shares of the Company's common stock was included in the calculation of 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 million.
|
Electronic and Functional Materials
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Sales
|
|
$
|
4,591
|
|
|
$
|
4,481
|
|
|
$
|
4,599
|
|
Price change from comparative period
|
|
(2
|
)%
|
|
(2
|
)%
|
|
6
|
%
|
|||
Volume change from comparative period
|
|
4
|
%
|
|
(1
|
)%
|
|
3
|
%
|
|||
Equity earnings
|
|
$
|
112
|
|
|
$
|
94
|
|
|
$
|
104
|
|
EBITDA
|
|
$
|
1,040
|
|
|
$
|
958
|
|
|
$
|
1,084
|
|
Certain items impacting EBITDA
|
|
$
|
—
|
|
|
$
|
(73
|
)
|
|
$
|
—
|
|
Coatings and Infrastructure Solutions
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Sales
|
|
$
|
7,132
|
|
|
$
|
6,898
|
|
|
$
|
7,200
|
|
Price change from comparative period
|
|
(1
|
)%
|
|
(6
|
)%
|
|
13
|
%
|
|||
Volume change from comparative period
|
|
4
|
%
|
|
2
|
%
|
|
(4
|
)%
|
|||
Volume change, excluding divestitures
|
|
4
|
%
|
|
2
|
%
|
|
(1
|
)%
|
|||
Equity earnings
|
|
$
|
121
|
|
|
$
|
50
|
|
|
$
|
321
|
|
EBITDA
|
|
$
|
832
|
|
|
$
|
823
|
|
|
$
|
1,167
|
|
Certain items impacting EBITDA
|
|
$
|
(60
|
)
|
|
$
|
(134
|
)
|
|
$
|
(60
|
)
|
Agricultural Sciences
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Sales
|
|
$
|
7,137
|
|
|
$
|
6,382
|
|
|
$
|
5,655
|
|
Price change from comparative period
|
|
1
|
%
|
|
3
|
%
|
|
5
|
%
|
|||
Volume change from comparative period
|
|
11
|
%
|
|
10
|
%
|
|
11
|
%
|
|||
Equity earnings
|
|
$
|
6
|
|
|
$
|
1
|
|
|
$
|
4
|
|
EBITDA
|
|
$
|
969
|
|
|
$
|
977
|
|
|
$
|
913
|
|
Performance Materials
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Sales
|
|
$
|
13,415
|
|
|
$
|
13,608
|
|
|
$
|
14,647
|
|
Price change from comparative period
|
|
—
|
%
|
|
(6
|
)%
|
|
12
|
%
|
|||
Volume change from comparative period
|
|
(2
|
)%
|
|
(1
|
)%
|
|
(7
|
)%
|
|||
Volume change, excluding divestitures
|
|
(2
|
)%
|
|
—
|
%
|
|
1
|
%
|
|||
Equity losses
|
|
$
|
(64
|
)
|
|
$
|
(92
|
)
|
|
$
|
(31
|
)
|
EBITDA
|
|
$
|
1,436
|
|
|
$
|
1,036
|
|
|
$
|
1,748
|
|
Certain items impacting EBITDA
|
|
$
|
(23
|
)
|
|
$
|
(590
|
)
|
|
$
|
(119
|
)
|
Performance Plastics
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Sales
|
|
$
|
14,645
|
|
|
$
|
14,479
|
|
|
$
|
16,257
|
|
Price change from comparative period
|
|
4
|
%
|
|
(4
|
)%
|
|
12
|
%
|
|||
Volume change from comparative period
|
|
(3
|
)%
|
|
(7
|
)%
|
|
(5
|
)%
|
|||
Volume change, excluding divestitures
|
|
(1
|
)%
|
|
1
|
%
|
|
4
|
%
|
|||
Equity earnings
|
|
$
|
359
|
|
|
$
|
134
|
|
|
$
|
303
|
|
EBITDA
|
|
$
|
4,549
|
|
|
$
|
3,018
|
|
|
$
|
3,440
|
|
Certain items impacting EBITDA
|
|
$
|
457
|
|
|
$
|
(26
|
)
|
|
$
|
86
|
|
•
|
Dow Packaging and Specialty Plastics: An ELITE™ polymer production unit will be built in Freeport, Texas; and a Low Density Polyethylene (LDPE) production unit will be built in Plaquemine, Louisiana.
|
•
|
Dow Elastomers: A NORDEL™ metallocene EPDM production unit will be built in Plaquemine, Louisiana; and a High Melt Index (HMI) AFFINITY™ polymer production unit will be built in Freeport, Texas.
|
Feedstocks and Energy
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Sales
|
|
$
|
9,854
|
|
|
$
|
10,695
|
|
|
$
|
11,302
|
|
Price change from comparative period
|
|
(3
|
)%
|
|
(2
|
)%
|
|
27
|
%
|
|||
Volume change from comparative period
|
|
(5
|
)%
|
|
(3
|
)%
|
|
7
|
%
|
|||
Equity earnings
|
|
$
|
539
|
|
|
$
|
452
|
|
|
$
|
561
|
|
EBITDA
|
|
$
|
858
|
|
|
$
|
718
|
|
|
$
|
940
|
|
Certain items impacting EBITDA
|
|
$
|
21
|
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
•
|
results of insurance company operations;
|
•
|
results of Ventures (which includes new business incubation platforms focused on identifying and pursuing new commercial opportunities);
|
•
|
Venture Capital;
|
•
|
gains and losses on sales of financial assets;
|
•
|
stock-based compensation expense and severance costs;
|
•
|
asbestos-related defense and resolution costs;
|
•
|
foreign exchange results;
|
•
|
non-business aligned technology licensing and catalyst activities;
|
•
|
environmental operations;
|
•
|
enterprise level mega project activities; and
|
•
|
certain corporate overhead costs and cost recovery variances not allocated to the operating segments.
|
Corporate
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Sales
|
|
$
|
306
|
|
|
$
|
243
|
|
|
$
|
325
|
|
Equity losses
|
|
$
|
(39
|
)
|
|
$
|
(103
|
)
|
|
$
|
(39
|
)
|
EBITDA
|
|
$
|
861
|
|
|
$
|
(1,939
|
)
|
|
$
|
(1,507
|
)
|
Certain items impacting EBITDA
|
|
$
|
1,788
|
|
|
$
|
(1,032
|
)
|
|
$
|
(513
|
)
|
Sales Volume and Price by Operating Segment and Geographic Area
|
|||||||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||
Percent change from prior year
|
|
Volume
|
|
|
Price
|
|
|
Total
|
|
|
Volume
|
|
|
Price
|
|
|
Total
|
|
|
Volume
|
|
|
Price
|
|
|
Total
|
|
Operating Segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Electronic and Functional Materials
|
|
4
|
%
|
|
(2
|
)%
|
|
2
|
%
|
|
(1
|
)%
|
|
(2
|
)%
|
|
(3
|
)%
|
|
3
|
%
|
|
6
|
%
|
|
9
|
%
|
Coatings and Infrastructure Solutions
|
|
4
|
|
|
(1
|
)
|
|
3
|
|
|
2
|
|
|
(6
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
13
|
|
|
9
|
|
Agricultural Sciences
|
|
11
|
|
|
1
|
|
|
12
|
|
|
10
|
|
|
3
|
|
|
13
|
|
|
11
|
|
|
5
|
|
|
16
|
|
Performance Materials
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
12
|
|
|
5
|
|
Performance Plastics
|
|
(3
|
)
|
|
4
|
|
|
1
|
|
|
(7
|
)
|
|
(4
|
)
|
|
(11
|
)
|
|
(5
|
)
|
|
12
|
|
|
7
|
|
Feedstocks and Energy
|
|
(5
|
)
|
|
(3
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
7
|
|
|
27
|
|
|
34
|
|
Total
|
|
—
|
%
|
|
1
|
%
|
|
1
|
%
|
|
(2
|
)%
|
|
(3
|
)%
|
|
(5
|
)%
|
|
(1
|
)%
|
|
13
|
%
|
|
12
|
%
|
Geographic Areas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
—
|
%
|
|
2
|
%
|
|
2
|
%
|
|
(2
|
)%
|
|
(3
|
)%
|
|
(5
|
)%
|
|
(2
|
)%
|
|
13
|
%
|
|
11
|
%
|
Europe, Middle East and Africa
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
(8
|
)
|
|
(4
|
)
|
|
17
|
|
|
13
|
|
Rest of World
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
2
|
|
|
10
|
|
|
12
|
|
Total
|
|
—
|
%
|
|
1
|
%
|
|
1
|
%
|
|
(2
|
)%
|
|
(3
|
)%
|
|
(5
|
)%
|
|
(1
|
)%
|
|
13
|
%
|
|
12
|
%
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||
Percent change from prior year
|
|
Volume
|
|
|
Price
|
|
|
Total
|
|
|
Volume
|
|
|
Price
|
|
|
Total
|
|
|
Volume
|
|
|
Price
|
|
|
Total
|
|
Operating Segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Electronic and Functional Materials
|
|
4
|
%
|
|
(2
|
)%
|
|
2
|
%
|
|
(1
|
)%
|
|
(2
|
)%
|
|
(3
|
)%
|
|
3
|
%
|
|
6
|
%
|
|
9
|
%
|
Coatings and Infrastructure Solutions
|
|
4
|
|
|
(1
|
)
|
|
3
|
|
|
2
|
|
|
(6
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
13
|
|
|
12
|
|
Agricultural Sciences
|
|
11
|
|
|
1
|
|
|
12
|
|
|
10
|
|
|
3
|
|
|
13
|
|
|
11
|
|
|
5
|
|
|
16
|
|
Performance Materials
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|
1
|
|
|
13
|
|
|
14
|
|
Performance Plastics
|
|
(1
|
)
|
|
4
|
|
|
3
|
|
|
1
|
|
|
(4
|
)
|
|
(3
|
)
|
|
4
|
|
|
13
|
|
|
17
|
|
Feedstocks and Energy
|
|
(5
|
)
|
|
(3
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
7
|
|
|
27
|
|
|
34
|
|
Total
|
|
—
|
%
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
(4
|
)%
|
|
(3
|
)%
|
|
4
|
%
|
|
14
|
%
|
|
18
|
%
|
Geographic Areas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
—
|
%
|
|
2
|
%
|
|
2
|
%
|
|
—
|
%
|
|
(2
|
)%
|
|
(2
|
)%
|
|
1
|
%
|
|
13
|
%
|
|
14
|
%
|
Europe, Middle East and Africa
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
1
|
|
|
(5
|
)
|
|
(4
|
)
|
|
4
|
|
|
18
|
|
|
22
|
|
Rest of World
|
|
6
|
|
|
—
|
|
|
6
|
|
|
1
|
|
|
(3
|
)
|
|
(2
|
)
|
|
6
|
|
|
10
|
|
|
16
|
|
Total
|
|
—
|
%
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
(4
|
)%
|
|
(3
|
)%
|
|
4
|
%
|
|
14
|
%
|
|
18
|
%
|
(1)
|
Excludes sales related to Nippon Unicar Company Limited, divested on July 1, 2013; sales of the Polypropylene business, divested on September 30, 2011; and sales of Dow Haltermann, divested during 2011.
|
Cash Flow Summary
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
7,823
|
|
|
$
|
4,075
|
|
|
$
|
3,879
|
|
Investing activities
|
|
(1,469
|
)
|
|
(2,687
|
)
|
|
(1,994
|
)
|
|||
Financing activities
|
|
(4,731
|
)
|
|
(2,530
|
)
|
|
(3,362
|
)
|
|||
Effect of exchange rate changes on cash
|
|
(1
|
)
|
|
16
|
|
|
(121
|
)
|
|||
Cash assumed in initial consolidation of variable interest entities
|
|
—
|
|
|
—
|
|
|
3
|
|
|||
Summary
|
|
|
|
|
|
|
||||||
Increase (Decrease) in cash and cash equivalents
|
|
$
|
1,622
|
|
|
$
|
(1,126
|
)
|
|
$
|
(1,595
|
)
|
Cash and cash equivalents at beginning of year
|
|
4,318
|
|
|
5,444
|
|
|
7,039
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
5,940
|
|
|
$
|
4,318
|
|
|
$
|
5,444
|
|
Net Working Capital at December 31
In millions
|
|
2013
|
|
|
2012
|
|
||
Current assets
|
|
$
|
24,977
|
|
|
$
|
23,684
|
|
Current liabilities
|
|
11,971
|
|
|
11,493
|
|
||
Net working capital
|
|
$
|
13,006
|
|
|
$
|
12,191
|
|
Current ratio
|
|
2.09
|
:1
|
|
2.06
|
:1
|
||
Days-sales-outstanding-in-receivables
|
|
46
|
|
|
46
|
|
||
Days-sales-in-inventory
|
|
70
|
|
|
71
|
|
Capital Expenditures Summary
|
|
|
|
|
|
|
||||||
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Capital expenditures
|
|
$
|
2,302
|
|
|
$
|
2,614
|
|
|
$
|
2,687
|
|
Spending by project type:
|
|
|
|
|
|
|
||||||
Projects related to additional capacity for new and existing products
|
|
55
|
%
|
|
43
|
%
|
|
36
|
%
|
|||
Projects related to environmental protection, safety, loss prevention and industrial hygiene
|
|
14
|
%
|
|
20
|
%
|
|
15
|
%
|
|||
Other (primarily shared infrastructure and plant maintenance/health)
|
|
31
|
%
|
|
37
|
%
|
|
49
|
%
|
Committed and Available Credit Facilities at December 31, 2013
|
||||||||||||||
In millions
|
|
Effective Date
|
|
Committed Credit
|
|
|
Credit Available
|
|
|
Maturity Date
|
|
Interest
|
||
Five Year Competitive Advance and Revolving Credit Facility
|
|
October 2011
|
|
$
|
5,000
|
|
|
$
|
5,000
|
|
|
October 2016
|
|
Floating rate
|
Bilateral Revolving Credit Facility
|
|
October 2012
|
|
170
|
|
|
170
|
|
|
October 2016
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
March 2013
|
|
100
|
|
|
100
|
|
|
March 2014
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
March 2013
|
|
300
|
|
|
300
|
|
|
October 2016
|
|
Floating rate
|
||
Term Loan Facility
|
|
March 2013
|
|
300
|
|
|
—
|
|
|
March 2016
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
April 2013
|
|
200
|
|
|
200
|
|
|
April 2016
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
October 2013
|
|
200
|
|
|
200
|
|
|
October 2016
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
October 2013
|
|
100
|
|
|
100
|
|
|
October 2016
|
|
Floating rate
|
||
Total Committed and Available Credit Facilities
|
|
|
|
$
|
6,370
|
|
|
$
|
6,070
|
|
|
|
|
|
Total Debt at December 31
In millions
|
|
2013
|
|
|
2012
|
|
||
Notes payable
|
|
$
|
443
|
|
|
$
|
396
|
|
Long-term debt due within one year
|
|
697
|
|
|
672
|
|
||
Long-term debt
|
|
16,820
|
|
|
19,919
|
|
||
Gross debt
|
|
$
|
17,960
|
|
|
$
|
20,987
|
|
Cash and cash equivalents
|
|
$
|
5,940
|
|
|
$
|
4,318
|
|
Net debt
|
|
$
|
12,020
|
|
|
$
|
16,669
|
|
Gross debt as a percent of total capitalization
|
|
39.0
|
%
|
|
48.8
|
%
|
||
Net debt as a percent of total capitalization
|
|
30.0
|
%
|
|
43.1
|
%
|
Rating Agency
|
Long-Term Rating
|
Short-Term Rating
|
Outlook
|
Standard & Poor’s
|
BBB
|
A-2
|
Stable
|
Moody’s Investors Service
|
Baa2
|
P-2
|
Stable
|
Fitch Ratings
|
BBB
|
F2
|
Stable
|
Dividends Paid at December 31
In millions, except per share amounts
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Dividends paid, per common share
|
$
|
0.96
|
|
|
$
|
1.46
|
|
|
$
|
0.80
|
|
Dividends paid to common shareholders
|
$
|
1,139
|
|
|
$
|
1,710
|
|
|
$
|
918
|
|
Dividends paid to preferred shareholders
|
$
|
340
|
|
|
$
|
340
|
|
|
$
|
340
|
|
Contractual Obligations at December 31, 2013
|
Payments Due by Year
|
|
|
||||||||||||||||||||||||
In millions
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019 and
beyond
|
|
|
Total
|
|
|||||||
Long-term debt – current and noncurrent
(1)
|
$
|
697
|
|
|
$
|
407
|
|
|
$
|
1,366
|
|
|
$
|
775
|
|
|
$
|
930
|
|
|
$
|
13,678
|
|
|
$
|
17,853
|
|
Deferred income tax liabilities – noncurrent
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
718
|
|
|
718
|
|
|||||||
Pension and other postretirement benefits
|
902
|
|
|
911
|
|
|
958
|
|
|
817
|
|
|
677
|
|
|
3,816
|
|
|
8,081
|
|
|||||||
Other noncurrent obligations
(3)
|
24
|
|
|
383
|
|
|
310
|
|
|
298
|
|
|
173
|
|
|
2,227
|
|
|
3,415
|
|
|||||||
Uncertain tax positions, including interest and penalties
(4)
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
341
|
|
|
349
|
|
|||||||
Other contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Minimum lease commitments
|
249
|
|
|
244
|
|
|
218
|
|
|
181
|
|
|
151
|
|
|
1,580
|
|
|
2,623
|
|
|||||||
Purchase commitments – take-or-pay and throughput obligations
|
2,858
|
|
|
2,580
|
|
|
2,175
|
|
|
1,924
|
|
|
1,818
|
|
|
6,883
|
|
|
18,238
|
|
|||||||
Purchase commitments – other
(5)
|
149
|
|
|
21
|
|
|
19
|
|
|
17
|
|
|
16
|
|
|
32
|
|
|
254
|
|
|||||||
Expected cash requirements for interest
(6)
|
935
|
|
|
910
|
|
|
888
|
|
|
866
|
|
|
816
|
|
|
7,404
|
|
|
11,819
|
|
|||||||
Total
|
$
|
5,822
|
|
|
$
|
5,456
|
|
|
$
|
5,934
|
|
|
$
|
4,878
|
|
|
$
|
4,581
|
|
|
$
|
36,679
|
|
|
$
|
63,350
|
|
(1)
|
Excludes unamortized debt discount of
$336 million
. Includes $41 million of capital lease obligations.
|
(2)
|
Deferred income tax liabilities may vary according to changes in tax laws, tax rates and the operating results of the Company. As a result, it is impractical to determine whether there will be a cash impact to an individual year. All noncurrent deferred income tax liabilities have been reflected in “2019 and beyond.”
|
(3)
|
Annual payments to resolve asbestos litigation will vary based on changes in defense strategies, changes in state and national law, and claims filing and resolution rates. As a result, it is impractical to determine the anticipated payments in any given year. Therefore, the majority of the noncurrent asbestos-related liability of
$434 million
has been reflected in “2019 and beyond.”
|
(4)
|
Due to uncertainties in the timing of the effective settlement of tax positions with the respective taxing authorities, the Company is unable to determine the timing of payments related to its uncertain tax positions, including interest and penalties. Amounts beyond the current year are therefore reflected in “2019 and beyond.”
|
(5)
|
Includes outstanding purchase orders and other commitments greater than $1 million, obtained through a survey conducted within the Company.
|
(6)
|
Cash requirements for interest was calculated using current interest rates at December 31, 2013, and includes approximately $2.24 billion of various floating rate notes.
|
•
|
Conserve - aggressively pursue energy efficiency and conservation
|
•
|
Optimize - increase and diversify energy resources
|
•
|
Accelerate - develop cost-effective, clean, renewable and alternative energy sources
|
•
|
Transition - to a sustainable energy future
|
Environmental Sites
|
|
Dow-owned Sites
(1)
|
|
Superfund Sites
(2)
|
||||||||
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Number of sites at January 1
|
|
290
|
|
|
286
|
|
|
126
|
|
|
120
|
|
Sites added during year
|
|
3
|
|
|
8
|
|
|
2
|
|
|
11
|
|
Sites closed during year
(3)
|
|
(93
|
)
|
|
(4
|
)
|
|
(7
|
)
|
|
(5
|
)
|
Number of sites at December 31
|
|
200
|
|
|
290
|
|
|
121
|
|
|
126
|
|
(1)
|
Dow-owned sites are sites currently or formerly owned by Dow, where remediation obligations are imposed in the United States by the Resource Conservation Recovery Act or analogous state law. At December 31, 2013, 64 of these sites (150 sites at December 31, 2012) were formerly owned by Dowell Schlumberger, Inc., a group of companies in which the Company previously owned a 50-percent interest. Dow sold its interest in Dowell Schlumberger in 1992.
|
(2)
|
Superfund sites are sites, including sites not owned by Dow, where remediation obligations are imposed by Superfund Law.
|
(3)
|
The increase in the number of Dow-owned sites closed during 2013 is primarily due to expiration of the term of an agreement with Schlumberger, which expiration terminated Dow’s remediation obligations at a large number of sites formerly owned by Dowell Schlumberger.
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Claims unresolved at January 1
|
|
33,449
|
|
|
53,225
|
|
|
62,582
|
|
Claims filed
|
|
12,069
|
|
|
9,627
|
|
|
7,810
|
|
Claims settled, dismissed or otherwise resolved
|
|
(16,513
|
)
|
|
(29,403
|
)
|
|
(17,167
|
)
|
Claims unresolved at December 31
|
|
29,005
|
|
|
33,449
|
|
|
53,225
|
|
Claimants with claims against both UCC and Amchem
|
|
(8,331
|
)
|
|
(9,542
|
)
|
|
(16,304
|
)
|
Individual claimants at December 31
|
|
20,674
|
|
|
23,907
|
|
|
36,921
|
|
Total Daily VAR by Exposure Type at December 31
|
2013
|
|
2012
|
||||||||||||
In millions
|
Year-end
|
|
|
Average
|
|
|
Year-end
|
|
|
Average
|
|
||||
Commodities
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
7
|
|
|
$
|
8
|
|
Equities
|
$
|
13
|
|
|
$
|
12
|
|
|
$
|
12
|
|
|
$
|
14
|
|
Foreign exchange
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest rate
|
$
|
167
|
|
|
$
|
160
|
|
|
$
|
159
|
|
|
$
|
166
|
|
Composite
|
$
|
173
|
|
|
$
|
164
|
|
|
$
|
159
|
|
|
$
|
176
|
|
/s/ DELOITTE & TOUCHE LLP
|
(In millions, except per share amounts) For the years ended December 31
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Net Sales
|
$
|
57,080
|
|
|
$
|
56,786
|
|
|
$
|
59,985
|
|
Cost of sales
|
47,594
|
|
|
47,792
|
|
|
51,029
|
|
|||
Research and development expenses
|
1,747
|
|
|
1,708
|
|
|
1,646
|
|
|||
Selling, general and administrative expenses
|
3,024
|
|
|
2,861
|
|
|
2,788
|
|
|||
Amortization of intangibles
|
461
|
|
|
478
|
|
|
496
|
|
|||
Goodwill impairment loss
|
—
|
|
|
220
|
|
|
—
|
|
|||
Restructuring charges (credits)
|
(22
|
)
|
|
1,343
|
|
|
—
|
|
|||
Acquisition-related integration expenses
|
—
|
|
|
—
|
|
|
31
|
|
|||
Equity in earnings of nonconsolidated affiliates
|
1,034
|
|
|
536
|
|
|
1,223
|
|
|||
Sundry income (expense) - net
|
2,554
|
|
|
(27
|
)
|
|
(316
|
)
|
|||
Interest income
|
41
|
|
|
41
|
|
|
40
|
|
|||
Interest expense and amortization of debt discount
|
1,101
|
|
|
1,269
|
|
|
1,341
|
|
|||
Income Before Income Taxes
|
6,804
|
|
|
1,665
|
|
|
3,601
|
|
|||
Provision for income taxes
|
1,988
|
|
|
565
|
|
|
817
|
|
|||
Net Income
|
4,816
|
|
|
1,100
|
|
|
2,784
|
|
|||
Net income (loss) attributable to noncontrolling interests
|
29
|
|
|
(82
|
)
|
|
42
|
|
|||
Net Income Attributable to The Dow Chemical Company
|
4,787
|
|
|
1,182
|
|
|
2,742
|
|
|||
Preferred stock dividends
|
340
|
|
|
340
|
|
|
340
|
|
|||
Net Income Available for The Dow Chemical Company Common Stockholders
|
$
|
4,447
|
|
|
$
|
842
|
|
|
$
|
2,402
|
|
|
|
|
|
|
|
||||||
Per Common Share Data:
|
|
|
|
|
|
||||||
Earnings per common share - basic
|
$
|
3.72
|
|
|
$
|
0.71
|
|
|
$
|
2.06
|
|
Earnings per common share - diluted
|
$
|
3.68
|
|
|
$
|
0.70
|
|
|
$
|
2.05
|
|
|
|
|
|
|
|
||||||
Common stock dividends declared per share of common stock
|
$
|
1.28
|
|
|
$
|
1.21
|
|
|
$
|
0.90
|
|
Weighted-average common shares outstanding - basic
|
1,186.2
|
|
|
1,169.7
|
|
|
1,149.0
|
|
|||
Weighted-average common shares outstanding - diluted
|
1,290.4
|
|
|
1,176.4
|
|
|
1,158.2
|
|
(In millions) For the years ended December 31
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Net Income
|
$
|
4,816
|
|
|
$
|
1,100
|
|
|
$
|
2,784
|
|
Other Comprehensive Income (Loss), Net of Tax
|
|
|
|
|
|
||||||
Net change in unrealized gains (losses) on investments
|
13
|
|
|
69
|
|
|
(33
|
)
|
|||
Translation adjustments
|
148
|
|
|
256
|
|
|
(295
|
)
|
|||
Adjustments to pension and other postretirement benefit plans
|
2,535
|
|
|
(1,861
|
)
|
|
(1,263
|
)
|
|||
Net gains (losses) on cash flow hedging derivative instruments
|
(7
|
)
|
|
16
|
|
|
(6
|
)
|
|||
Total other comprehensive income (loss)
|
2,689
|
|
|
(1,520
|
)
|
|
(1,597
|
)
|
|||
Comprehensive Income (Loss)
|
7,505
|
|
|
(420
|
)
|
|
1,187
|
|
|||
Comprehensive income (loss) attributable to noncontrolling interests, net of tax
|
29
|
|
|
(82
|
)
|
|
42
|
|
|||
Comprehensive Income (Loss) Attributable to The Dow Chemical Company
|
$
|
7,476
|
|
|
$
|
(338
|
)
|
|
$
|
1,145
|
|
(In millions, except share amounts) At December 31
|
2013
|
|
|
2012
|
|
||
Assets
|
|||||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents (variable interest entities restricted - 2013: $147; 2012: $146)
|
$
|
5,940
|
|
|
$
|
4,318
|
|
Accounts and notes receivable:
|
|
|
|
||||
Trade (net of allowance for doubtful receivables - 2013: $148; 2012: $121)
|
4,935
|
|
|
5,074
|
|
||
Other
|
4,712
|
|
|
4,605
|
|
||
Inventories
|
8,303
|
|
|
8,476
|
|
||
Deferred income tax assets - current
|
743
|
|
|
877
|
|
||
Other current assets
|
344
|
|
|
334
|
|
||
Total current assets
|
24,977
|
|
|
23,684
|
|
||
Investments
|
|
|
|
||||
Investment in nonconsolidated affiliates
|
4,501
|
|
|
4,121
|
|
||
Other investments (investments carried at fair value - 2013: $2,056; 2012: $2,061)
|
2,541
|
|
|
2,565
|
|
||
Noncurrent receivables
|
365
|
|
|
313
|
|
||
Total investments
|
7,407
|
|
|
6,999
|
|
||
Property
|
|
|
|
||||
Property
|
55,114
|
|
|
54,366
|
|
||
Less accumulated depreciation
|
37,660
|
|
|
36,846
|
|
||
Net property (variable interest entities restricted - 2013: $2,646; 2012: $2,554)
|
17,454
|
|
|
17,520
|
|
||
Other Assets
|
|
|
|
||||
Goodwill
|
12,798
|
|
|
12,739
|
|
||
Other intangible assets (net of accumulated amortization - 2013: $3,270; 2012: $2,785)
|
4,314
|
|
|
4,711
|
|
||
Deferred income tax assets - noncurrent
|
1,964
|
|
|
3,333
|
|
||
Asbestos-related insurance receivables - noncurrent
|
86
|
|
|
155
|
|
||
Deferred charges and other assets
|
501
|
|
|
464
|
|
||
Total other assets
|
19,663
|
|
|
21,402
|
|
||
Total Assets
|
$
|
69,501
|
|
|
$
|
69,605
|
|
Liabilities and Equity
|
|||||||
Current Liabilities
|
|
|
|
||||
Notes payable
|
$
|
443
|
|
|
$
|
396
|
|
Long-term debt due within one year
|
697
|
|
|
672
|
|
||
Accounts payable:
|
|
|
|
||||
Trade
|
4,590
|
|
|
5,010
|
|
||
Other
|
2,290
|
|
|
2,327
|
|
||
Income taxes payable
|
435
|
|
|
251
|
|
||
Deferred income tax liabilities - current
|
133
|
|
|
95
|
|
||
Dividends payable
|
467
|
|
|
86
|
|
||
Accrued and other current liabilities
|
2,916
|
|
|
2,656
|
|
||
Total current liabilities
|
11,971
|
|
|
11,493
|
|
||
Long-Term Debt (variable interest entities nonrecourse - 2013: $1,360; 2012: $1,406)
|
16,820
|
|
|
19,919
|
|
||
Other Noncurrent Liabilities
|
|
|
|
||||
Deferred income tax liabilities - noncurrent
|
718
|
|
|
837
|
|
||
Pension and other postretirement benefits - noncurrent
|
8,176
|
|
|
11,459
|
|
||
Asbestos-related liabilities - noncurrent
|
434
|
|
|
530
|
|
||
Other noncurrent obligations
|
3,302
|
|
|
3,353
|
|
||
Total other noncurrent liabilities
|
12,630
|
|
|
16,179
|
|
||
Redeemable Noncontrolling Interest
|
156
|
|
|
147
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Preferred stock, series A ($1.00 par, $1,000 liquidation preference, 4,000,000 shares)
|
4,000
|
|
|
4,000
|
|
||
Common stock (authorized 1,500,000,000 shares of $2.50 par value each;
issued 2013: 1,213,405,223 shares; 2012: 1,203,292,822 shares)
|
3,054
|
|
|
3,008
|
|
||
Additional paid-in capital
|
3,928
|
|
|
3,281
|
|
||
Retained earnings
|
21,407
|
|
|
18,495
|
|
||
Accumulated other comprehensive loss
|
(4,827
|
)
|
|
(7,516
|
)
|
||
Unearned ESOP shares
|
(357
|
)
|
|
(391
|
)
|
||
Treasury stock at cost (2013: 8,152,030 shares; 2012: zero shares)
|
(307
|
)
|
|
—
|
|
||
The Dow Chemical Company’s stockholders’ equity
|
26,898
|
|
|
20,877
|
|
||
Noncontrolling interests
|
1,026
|
|
|
990
|
|
||
Total equity
|
27,924
|
|
|
21,867
|
|
||
Total Liabilities and Equity
|
$
|
69,501
|
|
|
$
|
69,605
|
|
(In millions) For the years ended December 31
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
4,816
|
|
|
$
|
1,100
|
|
|
$
|
2,784
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
2,681
|
|
|
2,698
|
|
|
2,883
|
|
|||
Provision (Credit) for deferred income tax
|
113
|
|
|
(465
|
)
|
|
1
|
|
|||
Earnings of nonconsolidated affiliates less than (in excess of) dividends received
|
(129
|
)
|
|
287
|
|
|
(207
|
)
|
|||
Pension contributions
|
(865
|
)
|
|
(903
|
)
|
|
(806
|
)
|
|||
Net gain on sales of investments
|
(135
|
)
|
|
(19
|
)
|
|
(39
|
)
|
|||
Net gain on sales of property, businesses and consolidated companies
|
(582
|
)
|
|
(74
|
)
|
|
(25
|
)
|
|||
Net gain on sales of ownership interests in nonconsolidated affiliates
|
(30
|
)
|
|
—
|
|
|
(61
|
)
|
|||
Other net loss
|
37
|
|
|
48
|
|
|
10
|
|
|||
Goodwill impairment loss
|
—
|
|
|
220
|
|
|
—
|
|
|||
Asset impairments and related costs
|
184
|
|
|
—
|
|
|
—
|
|
|||
Restructuring charges (credits)
|
(22
|
)
|
|
1,343
|
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
329
|
|
|
123
|
|
|
482
|
|
|||
Excess tax benefits from share-based payment arrangements
|
(23
|
)
|
|
(76
|
)
|
|
(23
|
)
|
|||
Changes in assets and liabilities, net of effects of acquired and divested companies:
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
(915
|
)
|
|
(2,534
|
)
|
|
(2,184
|
)
|
|||
Proceeds from interests in trade accounts receivable conduits
|
1,028
|
|
|
2,650
|
|
|
1,737
|
|
|||
Inventories
|
130
|
|
|
(871
|
)
|
|
(702
|
)
|
|||
Accounts payable
|
(408
|
)
|
|
261
|
|
|
376
|
|
|||
Other assets and liabilities
|
1,614
|
|
|
287
|
|
|
(347
|
)
|
|||
Cash provided by operating activities
|
7,823
|
|
|
4,075
|
|
|
3,879
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(2,302
|
)
|
|
(2,614
|
)
|
|
(2,687
|
)
|
|||
Construction of assets pending sale / leaseback
|
—
|
|
|
—
|
|
|
(113
|
)
|
|||
Proceeds from sale / leaseback of assets
|
42
|
|
|
—
|
|
|
119
|
|
|||
Proceeds from sales of property and businesses
|
660
|
|
|
77
|
|
|
670
|
|
|||
Acquisitions of businesses
|
—
|
|
|
(2
|
)
|
|
(8
|
)
|
|||
Purchases of previously leased assets
|
—
|
|
|
—
|
|
|
(30
|
)
|
|||
Investments in consolidated companies, net of cash acquired
|
(21
|
)
|
|
(37
|
)
|
|
(218
|
)
|
|||
Proceeds from sales of consolidated companies
|
—
|
|
|
—
|
|
|
56
|
|
|||
Investments in and loans to nonconsolidated affiliates
|
(137
|
)
|
|
(285
|
)
|
|
(248
|
)
|
|||
Distributions and loan repayments from nonconsolidated affiliates
|
46
|
|
|
130
|
|
|
295
|
|
|||
Proceeds from sales of ownership interests in nonconsolidated affiliates
|
66
|
|
|
—
|
|
|
93
|
|
|||
Purchases of investments
|
(462
|
)
|
|
(509
|
)
|
|
(797
|
)
|
|||
Proceeds from sales and maturities of investments
|
639
|
|
|
553
|
|
|
874
|
|
|||
Cash used in investing activities
|
(1,469
|
)
|
|
(2,687
|
)
|
|
(1,994
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Changes in short-term notes payable
|
(37
|
)
|
|
(116
|
)
|
|
(844
|
)
|
|||
Proceeds from issuance of long-term debt
|
959
|
|
|
3,347
|
|
|
3,624
|
|
|||
Payments on long-term debt
|
(4,272
|
)
|
|
(3,988
|
)
|
|
(5,337
|
)
|
|||
Purchases of treasury stock
|
(307
|
)
|
|
—
|
|
|
(19
|
)
|
|||
Proceeds from issuance of common stock
|
386
|
|
|
295
|
|
|
236
|
|
|||
Proceeds from sales of common stock
|
—
|
|
|
—
|
|
|
98
|
|
|||
Issuance costs for debt and equity securities
|
(7
|
)
|
|
(22
|
)
|
|
(27
|
)
|
|||
Excess tax benefits from share-based payment arrangements
|
23
|
|
|
76
|
|
|
23
|
|
|||
Distributions to noncontrolling interests
|
(55
|
)
|
|
(72
|
)
|
|
(42
|
)
|
|||
Contributions from noncontrolling interests
|
58
|
|
|
—
|
|
|
184
|
|
|||
Dividends paid to stockholders
|
(1,479
|
)
|
|
(2,050
|
)
|
|
(1,258
|
)
|
|||
Cash used in financing activities
|
(4,731
|
)
|
|
(2,530
|
)
|
|
(3,362
|
)
|
|||
Effect of Exchange Rate Changes on Cash
|
(1
|
)
|
|
16
|
|
|
(121
|
)
|
|||
Cash Assumed in Initial Consolidation of Variable Interest Entities
|
—
|
|
|
—
|
|
|
3
|
|
|||
Summary
|
|
|
|
|
|
||||||
Increase (Decrease) in cash and cash equivalents
|
1,622
|
|
|
(1,126
|
)
|
|
(1,595
|
)
|
|||
Cash and cash equivalents at beginning of year
|
4,318
|
|
|
5,444
|
|
|
7,039
|
|
|||
Cash and cash equivalents at end of year
|
$
|
5,940
|
|
|
$
|
4,318
|
|
|
$
|
5,444
|
|
(In millions) For the years ended December 31
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Preferred Stock
|
|
|
|
|
|
||||||
Balance at beginning of year and end of year
|
$
|
4,000
|
|
|
$
|
4,000
|
|
|
$
|
4,000
|
|
Common Stock
|
|
|
|
|
|
||||||
Balance at beginning of year
|
3,008
|
|
|
2,961
|
|
|
2,931
|
|
|||
Common stock issued
|
46
|
|
|
47
|
|
|
30
|
|
|||
Balance at end of year
|
3,054
|
|
|
3,008
|
|
|
2,961
|
|
|||
Additional Paid-in Capital
|
|
|
|
|
|
||||||
Balance at beginning of year
|
3,281
|
|
|
2,663
|
|
|
2,286
|
|
|||
Common stock issued
|
340
|
|
|
248
|
|
|
206
|
|
|||
Stock-based compensation and allocation of ESOP shares
|
307
|
|
|
370
|
|
|
171
|
|
|||
Balance at end of year
|
3,928
|
|
|
3,281
|
|
|
2,663
|
|
|||
Retained Earnings
|
|
|
|
|
|
||||||
Balance at beginning of year
|
18,495
|
|
|
19,087
|
|
|
17,736
|
|
|||
Net income available for The Dow Chemical Company common stockholders
|
4,447
|
|
|
842
|
|
|
2,402
|
|
|||
Dividends declared on common stock (per share - 2013: $1.28; 2012: $1.21;
2011: $0.90)
|
(1,520
|
)
|
|
(1,419
|
)
|
|
(1,037
|
)
|
|||
Dividend equivalents on participating securities
|
(15
|
)
|
|
(15
|
)
|
|
(14
|
)
|
|||
Balance at end of year
|
21,407
|
|
|
18,495
|
|
|
19,087
|
|
|||
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
||||||
Balance at beginning of year
|
(7,516
|
)
|
|
(5,996
|
)
|
|
(4,399
|
)
|
|||
Other comprehensive income (loss)
|
2,689
|
|
|
(1,520
|
)
|
|
(1,597
|
)
|
|||
Balance at end of year
|
(4,827
|
)
|
|
(7,516
|
)
|
|
(5,996
|
)
|
|||
Unearned ESOP Shares
|
|
|
|
|
|
||||||
Balance at beginning of year
|
(391
|
)
|
|
(434
|
)
|
|
(476
|
)
|
|||
Shares acquired
|
(11
|
)
|
|
(11
|
)
|
|
(5
|
)
|
|||
Shares allocated to ESOP participants
|
45
|
|
|
54
|
|
|
47
|
|
|||
Balance at end of year
|
(357
|
)
|
|
(391
|
)
|
|
(434
|
)
|
|||
Treasury Stock
|
|
|
|
|
|
||||||
Balance at beginning of year
|
—
|
|
|
—
|
|
|
(239
|
)
|
|||
Purchases
|
(307
|
)
|
|
—
|
|
|
(19
|
)
|
|||
Issuance to employees and employee plans
|
—
|
|
|
—
|
|
|
258
|
|
|||
Balance at end of year
|
(307
|
)
|
|
—
|
|
|
—
|
|
|||
The Dow Chemical Company’s Stockholders’ Equity
|
26,898
|
|
|
20,877
|
|
|
22,281
|
|
|||
Noncontrolling Interests
|
|
|
|
|
|
||||||
Balance at beginning of year
|
990
|
|
|
1,010
|
|
|
803
|
|
|||
Net income (loss) attributable to noncontrolling interests
|
29
|
|
|
(82
|
)
|
|
42
|
|
|||
Distributions to noncontrolling interests
|
(55
|
)
|
|
(73
|
)
|
|
(43
|
)
|
|||
Capital contributions (noncash - 2013: $-; 2012: $97; 2011: $-)
|
58
|
|
|
97
|
|
|
37
|
|
|||
Consolidation of variable interest entities
|
—
|
|
|
37
|
|
|
31
|
|
|||
Conversion of note payable to preferred shares of a subsidiary
|
—
|
|
|
—
|
|
|
158
|
|
|||
Cumulative translation adjustments
|
(43
|
)
|
|
—
|
|
|
(18
|
)
|
|||
Deconsolidation of noncontrolling interest
|
52
|
|
|
—
|
|
|
—
|
|
|||
Other
|
(5
|
)
|
|
1
|
|
|
—
|
|
|||
Balance at end of year
|
1,026
|
|
|
990
|
|
|
1,010
|
|
|||
Total Equity
|
$
|
27,924
|
|
|
$
|
21,867
|
|
|
$
|
23,291
|
|
Note
|
|
Page
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
6
|
||
7
|
||
8
|
||
9
|
||
10
|
||
11
|
||
12
|
||
13
|
||
14
|
||
15
|
||
16
|
||
17
|
||
18
|
||
19
|
||
20
|
||
21
|
||
22
|
||
23
|
||
24
|
4Q12 Restructuring Charges by Operating Segment
|
|
Costs Associated with Exit or Disposal Activities
|
|
|
|
|
Impairment of Long-Lived Assets, Other Assets and Equity Method Investments
|
|
|
|
||||||
In millions
|
|
|
Severance Costs
|
|
|
|
Total
|
|
||||||||
Electronic and Functional Materials
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
43
|
|
|
$
|
48
|
|
Coatings and Infrastructure Solutions
|
|
—
|
|
|
—
|
|
|
16
|
|
|
16
|
|
||||
Performance Materials
|
|
14
|
|
|
—
|
|
|
178
|
|
|
192
|
|
||||
Performance Plastics
|
|
7
|
|
|
—
|
|
|
19
|
|
|
26
|
|
||||
Feedstocks and Energy
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
||||
Corporate
|
|
13
|
|
|
375
|
|
|
313
|
|
|
701
|
|
||||
Total 4Q12 Restructuring charges
|
|
$
|
39
|
|
|
$
|
375
|
|
|
$
|
576
|
|
|
$
|
990
|
|
Adjustments to 4Q12 Restructuring charges
|
|
|
|
|
|
|
|
|
||||||||
2013 - Performance Plastics
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||
Net 4Q12 Restructuring charges
|
|
$
|
33
|
|
|
$
|
375
|
|
|
$
|
576
|
|
|
$
|
984
|
|
•
|
As a result of weak global demand for lithium-ion batteries, the Company recorded a pretax impairment charge of
$303 million
related to the write-down of Dow Kokam LLC's long-lived assets, impacting Corporate. At the time of the impairment, Dow had a
63.6 percent
ownership interest in Dow Kokam LLC. The impact to Dow, after adjustments for income taxes and the portion attributable to noncontrolling interests, was
$189 million
.
|
•
|
In response to global economic conditions and competitive dynamics, the decision was made to shut down and/or consolidate a number of manufacturing facilities, with an impact of
$246 million
, summarized as follows:
|
•
|
A Dow Automotive Systems diesel particulate filters manufacturing facility in Midland, Michigan was shut down, resulting in the write-down of assets associated with this facility of
$114 million
, impacting the Performance Materials segment. The facility was shut down in the fourth quarter of 2012.
|
•
|
Certain Oxygenated Solvents manufacturing facilities in Texas City, Texas were consolidated and/or shut down, resulting in an asset write-down of
$36 million
against the Performance Materials segment. The assets were shut down in the fourth quarter of 2012.
|
•
|
An asset write-down of
$17 million
for a sodium borohydride manufacturing facility in Delfzijl, The Netherlands was recorded against the Electronic and Functional Materials segment in the fourth quarter of 2012. The manufacturing facility was shut down in the third quarter of 2013.
|
•
|
Two Interconnect Technologies manufacturing facilities, one in Lucerne, Switzerland and the other in Marlborough, Massachusetts, will be shut down, resulting in a charge in the fourth quarter of 2012 related to the write-down of assets of
$13 million
against the Electronics and Functional Materials segment. The manufacturing facility in Massachusetts was shut down in the fourth quarter of 2013; the manufacturing facility in Switzerland is expected to be shut down in the fourth quarter of 2014.
|
•
|
An asset write-down of
$10 million
for a polyethylene manufacturing facility in Tessenderlo, Belgium was recorded against the Performance Plastics segment in the fourth quarter of 2012. The manufacturing facility was shut down in the second quarter of 2013.
|
•
|
Certain Dow Building and Construction manufacturing assets in Midland, Michigan were shut down in the fourth quarter of 2012. As a result, an asset write-down of
$9 million
was recorded against the Coatings and Infrastructure Solutions segment.
|
•
|
Dow Formulated Systems manufacturing capacity was consolidated in the United States, resulting in the shut down of a Solon, Ohio manufacturing facility and an asset write-down of
$5 million
in the fourth quarter of 2012, impacting the Performance Materials segment. The manufacturing facility was shut down in the third quarter of 2013.
|
•
|
The decision was made to shut down a number of small manufacturing, research and development, and administrative facilities to optimize the assets of the Company. Write-downs of
$42 million
were recorded in the fourth quarter of 2012, impacting Performance Materials (
$20 million
), Electronic and Functional Materials (
$13 million
), Coatings and Infrastructure Solutions (
$4 million
) and Corporate (
$5 million
). These facilities are expected to be shut down no later than the fourth quarter of 2014.
|
•
|
Certain capital projects were canceled resulting in the write-off of project spending of
$8 million
against the Feedstocks and Energy (
$7 million
) and Coatings and Infrastructure Solutions (
$1 million
) segments.
|
•
|
Due to a change in the Company's strategy regarding its ownership in Nippon Unicar Company Limited ("NUC"), a 50:50 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.
|
•
|
The fourth quarter of 2012 restructuring charge also included the write-off of other assets associated with plant closures totaling
$10 million
. These charges are reflected in the results of the operating segments impacted by the restructuring activities.
|
4Q12 Restructuring Activities
|
|
Costs Associated with Exit or Disposal Activities
|
|
|
|
|
Impairment of Long-Lived Assets, Other Assets and Equity Method Investments
|
|
|
|
||||||
In millions
|
|
|
Severance Costs
|
|
|
|
Total
|
|
||||||||
Restructuring charges recognized in the fourth quarter of 2012
|
|
$
|
39
|
|
|
$
|
375
|
|
|
$
|
576
|
|
|
$
|
990
|
|
Charges against the reserve
|
|
(9
|
)
|
|
—
|
|
|
(576
|
)
|
|
(585
|
)
|
||||
Cash payments
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
||||
Reserve balance at December 31, 2012
|
|
$
|
30
|
|
|
$
|
367
|
|
|
$
|
—
|
|
|
$
|
397
|
|
Adjustments to the reserve
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||
Cash payments
|
|
(5
|
)
|
|
(228
|
)
|
|
—
|
|
|
(233
|
)
|
||||
Reserve balance at December 31, 2013
|
|
$
|
19
|
|
|
$
|
139
|
|
|
$
|
—
|
|
|
$
|
158
|
|
1Q12 Restructuring Charges by Operating Segment
|
|
Costs Associated with Exit or Disposal Activities
|
|
|
|
|
Impairment of Long-Lived Assets and Other Assets
|
|
|
|
||||||
In millions
|
|
|
Severance Costs
|
|
|
|
Total
|
|
||||||||
Electronic and Functional Materials
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
17
|
|
Coatings and Infrastructure Solutions
|
|
4
|
|
|
—
|
|
|
37
|
|
|
41
|
|
||||
Performance Materials
|
|
146
|
|
|
—
|
|
|
40
|
|
|
186
|
|
||||
Corporate
|
|
—
|
|
|
113
|
|
|
—
|
|
|
113
|
|
||||
Total 1Q12 Restructuring charges
|
|
$
|
150
|
|
|
$
|
113
|
|
|
$
|
94
|
|
|
$
|
357
|
|
Adjustment to 1Q12 Restructuring charges:
|
|
|
|
|
|
|
|
|
||||||||
2012 - Coatings and Infrastructure Solutions
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||
2013 - Coatings and Infrastructure Solutions
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
2013 - Performance Materials
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
||||
Net 1Q12 Restructuring charges
|
|
$
|
134
|
|
|
$
|
113
|
|
|
$
|
90
|
|
|
$
|
337
|
|
•
|
The Company evaluated its facilities that manufacture STYROFOAM™ brand insulation and as a result, the decision was made to shut down facilities in Balatonfuzfo, Hungary; Estarreja, Portugal; and Charleston, Illinois. In addition, a facility in Terneuzen, The Netherlands was idled and impaired. Write-downs associated with these facilities of
$37 million
were recorded in the first quarter of 2012 against the Coatings and Infrastructure Solutions segment. The Netherlands facility was shut down at the end of the second quarter of 2012. The remaining facilities were shut down in the fourth quarter of 2012.
|
•
|
The decision was made to shut down and/or consolidate certain manufacturing assets in the Polyurethanes and Epoxy businesses in Texas and Germany. Write-downs associated with these assets of
$15 million
were recorded in the first quarter of 2012 against the Performance Materials segment. The manufacturing assets in Texas were shut down in the second quarter of 2012. The German manufacturing assets were shut down in 2012.
|
•
|
Certain capital projects were canceled resulting in the write-off of project spending of
$42 million
against the Performance Materials (
$25 million
) and Electronic and Functional Materials (
$17 million
) segments.
|
1Q12 Restructuring Activities
|
|
Costs Associated with Exit or Disposal Activities
|
|
|
|
|
|
|
|
|||||||
In millions
|
|
|
Severance Costs
|
|
|
Impairment of Long-Lived Assets and Other Assets
|
|
|
Total
|
|
||||||
Restructuring charges recognized in the first quarter of 2012
|
|
$
|
150
|
|
|
$
|
113
|
|
|
$
|
94
|
|
|
$
|
357
|
|
Adjustments to the reserve
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||
Charges against the reserve
|
|
—
|
|
|
—
|
|
|
(90
|
)
|
|
(90
|
)
|
||||
Cash payments
|
|
(45
|
)
|
|
(82
|
)
|
|
—
|
|
|
(127
|
)
|
||||
Noncash settlements
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
||||
Foreign currency impact
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Reserve balance at December 31, 2012
|
|
$
|
56
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
87
|
|
Adjustments to the reserve
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
||||
Cash payments
|
|
(15
|
)
|
|
(28
|
)
|
|
—
|
|
|
(43
|
)
|
||||
Noncash settlements
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
||||
Foreign currency impact
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Reserve balance at December 31, 2013
|
|
$
|
16
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
19
|
|
Restructuring Reserve Assumed from Rohm and Haas
In millions
|
Severance
Costs
|
|
|
Reserve balance at December 31, 2010
|
$
|
12
|
|
Cash payments
|
(7
|
)
|
|
Adjustments to reserve
|
(6
|
)
|
|
Foreign currency impact
|
1
|
|
|
Reserve balance at June 30, 2011
|
$
|
—
|
|
Inventories at December 31
In millions
|
2013
|
|
|
2012
|
|
||
Finished goods
|
$
|
4,717
|
|
|
$
|
4,880
|
|
Work in process
|
1,948
|
|
|
1,910
|
|
||
Raw materials
|
760
|
|
|
866
|
|
||
Supplies
|
878
|
|
|
820
|
|
||
Total inventories
|
$
|
8,303
|
|
|
$
|
8,476
|
|
Property at December 31
In millions
|
|
Estimated Useful
Lives (Years)
|
|
|
2013
|
|
|
2012
|
|
||
Land
|
|
—
|
|
|
$
|
907
|
|
|
$
|
916
|
|
Land and waterway improvements
|
|
15-25
|
|
|
1,404
|
|
|
1,377
|
|
||
Buildings
|
|
5-55
|
|
|
4,945
|
|
|
4,886
|
|
||
Machinery and equipment
|
|
3-20
|
|
|
39,971
|
|
|
39,828
|
|
||
Utility and supply lines
|
|
5-20
|
|
|
2,446
|
|
|
2,350
|
|
||
Other property
|
|
3-50
|
|
|
2,430
|
|
|
2,267
|
|
||
Construction in progress
|
|
—
|
|
|
3,011
|
|
|
2,742
|
|
||
Total property
|
|
|
|
$
|
55,114
|
|
|
$
|
54,366
|
|
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Depreciation expense
|
|
$
|
2,051
|
|
|
$
|
2,057
|
|
|
$
|
2,177
|
|
Manufacturing maintenance and repair costs
|
|
$
|
2,325
|
|
|
$
|
2,188
|
|
|
$
|
2,247
|
|
Capitalized interest
|
|
$
|
78
|
|
|
$
|
84
|
|
|
$
|
90
|
|
Principal Nonconsolidated Affiliates at December 31
|
|
Ownership Interest
|
|||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Compañía Mega S.A. (1)
|
|
N/A
|
|
|
N/A
|
|
|
28
|
%
|
Dow Corning Corporation
|
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
EQUATE Petrochemical Company K.S.C.
|
|
42.5
|
%
|
|
42.5
|
%
|
|
42.5
|
%
|
The Kuwait Olefins Company K.S.C.
|
|
42.5
|
%
|
|
42.5
|
%
|
|
42.5
|
%
|
Map Ta Phut Olefins Company Limited (2)
|
|
32.77
|
%
|
|
32.77
|
%
|
|
N/A
|
|
MEGlobal
|
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
Sadara Chemical Company (3)
|
|
35
|
%
|
|
35
|
%
|
|
N/A
|
|
The SCG-Dow Group:
|
|
|
|
|
|
|
|||
Siam Polyethylene Company Limited
|
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
Siam Polystyrene Company Limited
|
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
Siam Styrene Monomer Co., Ltd.
|
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
Siam Synthetic Latex Company Limited
|
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
Univation Technologies, LLC
|
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
(1)
|
Compañia Mega S.A. is no longer considered a principal nonconsolidated affiliate as of the fourth quarter of 2012. The Company continues to maintain a
28 percent
equity interest in this nonconsolidated affiliate.
|
(2)
|
Map Ta Phut Olefins Company Limited was added as a principal nonconsolidated affiliate in the fourth quarter of 2012. The Company's effective ownership of Map Ta Phut Olefins Company Limited is
32.77 percent
, of which the Company directly owns
20.27 percent
and indirectly owns
12.5 percent
through its equity interest in Siam Polyethylene Company Limited and Siam Synthetic Latex Company Limited.
|
(1)
|
The summarized income statement information for 2013 and 2012 do not include the results for Compañia Mega S.A. which is no longer considered a principal nonconsolidated affiliate as of the fourth quarter of 2012.
|
(2)
|
The summarized income statement information for 2011 does not include the results for Map Ta Phut Olefins Company Limited and Sadara Chemical Company as these entities became principal nonconsolidated affiliates in 2012.
|
2013 Goodwill
|
Electronic
and
Functional
Materials
|
|
|
Coatings and
Infrastructure
Solutions
|
|
|
Ag
Sciences
|
|
|
Perf
Materials
|
|
|
Perf Plastics
|
|
|
Feedstocks
and Energy
|
|
|
Total
|
|
|||||||
In millions
|
|
|
|
|
|
|
|||||||||||||||||||||
Gross goodwill at Jan 1, 2013
|
$
|
4,945
|
|
|
$
|
4,052
|
|
|
$
|
1,558
|
|
|
$
|
1,169
|
|
|
$
|
1,381
|
|
|
$
|
63
|
|
|
$
|
13,168
|
|
Accumulated impairments at Jan 1, 2013
|
—
|
|
|
—
|
|
|
—
|
|
|
(429
|
)
|
|
—
|
|
|
—
|
|
|
(429
|
)
|
|||||||
Net goodwill at Jan 1, 2013
|
$
|
4,945
|
|
|
$
|
4,052
|
|
|
$
|
1,558
|
|
|
$
|
740
|
|
|
$
|
1,381
|
|
|
$
|
63
|
|
|
$
|
12,739
|
|
Acquisition of a seed company
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||||
Sale of Dow Plastics Additives product line
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||||
Foreign currency impact
|
18
|
|
|
24
|
|
|
—
|
|
|
1
|
|
|
14
|
|
|
—
|
|
|
57
|
|
|||||||
Net goodwill at Dec 31, 2013
|
$
|
4,963
|
|
|
$
|
4,076
|
|
|
$
|
1,563
|
|
|
$
|
738
|
|
|
$
|
1,395
|
|
|
$
|
63
|
|
|
$
|
12,798
|
|
Accumulated impairments at Dec 31, 2013
|
—
|
|
|
—
|
|
|
—
|
|
|
429
|
|
|
—
|
|
|
—
|
|
|
429
|
|
|||||||
Gross goodwill at Dec 31, 2013
|
$
|
4,963
|
|
|
$
|
4,076
|
|
|
$
|
1,563
|
|
|
$
|
1,167
|
|
|
$
|
1,395
|
|
|
$
|
63
|
|
|
$
|
13,227
|
|
2012 Goodwill
|
Electronic
and
Functional
Materials
|
|
|
Coatings and
Infrastructure
Solutions
|
|
|
Ag
Sciences
|
|
|
Perf
Materials
|
|
|
Perf Plastics
|
|
|
Feedstocks
and Energy
|
|
|
Total
|
|
|||||||
In millions
|
|
|
|
|
|
|
|||||||||||||||||||||
Gross goodwill at Jan 1, 2012
|
$
|
4,934
|
|
|
$
|
4,041
|
|
|
$
|
1,558
|
|
|
$
|
1,168
|
|
|
$
|
1,375
|
|
|
$
|
63
|
|
|
$
|
13,139
|
|
Accumulated impairments at Jan 1, 2012
|
—
|
|
|
—
|
|
|
—
|
|
|
(209
|
)
|
|
—
|
|
|
—
|
|
|
(209
|
)
|
|||||||
Net goodwill at Jan 1, 2012
|
$
|
4,934
|
|
|
$
|
4,041
|
|
|
$
|
1,558
|
|
|
$
|
959
|
|
|
$
|
1,375
|
|
|
$
|
63
|
|
|
$
|
12,930
|
|
Lightscape Materials, Inc
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
(220
|
)
|
|
—
|
|
|
—
|
|
|
(220
|
)
|
|||||||
Foreign currency impact
|
8
|
|
|
11
|
|
|
—
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
26
|
|
|||||||
Net goodwill at Dec 31, 2012
|
$
|
4,945
|
|
|
$
|
4,052
|
|
|
$
|
1,558
|
|
|
$
|
740
|
|
|
$
|
1,381
|
|
|
$
|
63
|
|
|
$
|
12,739
|
|
Accumulated impairments at Dec 31, 2012
|
—
|
|
|
—
|
|
|
—
|
|
|
429
|
|
|
—
|
|
|
—
|
|
|
429
|
|
|||||||
Gross goodwill at Dec 31, 2012
|
$
|
4,945
|
|
|
$
|
4,052
|
|
|
$
|
1,558
|
|
|
$
|
1,169
|
|
|
$
|
1,381
|
|
|
$
|
63
|
|
|
$
|
13,168
|
|
Other Intangible Assets at December 31
|
2013
|
|
2012
|
||||||||||||||||||||
In millions
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
||||||
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Licenses and intellectual property
|
$
|
1,774
|
|
|
$
|
(908
|
)
|
|
$
|
866
|
|
|
$
|
1,729
|
|
|
$
|
(747
|
)
|
|
$
|
982
|
|
Patents
|
125
|
|
|
(109
|
)
|
|
16
|
|
|
120
|
|
|
(100
|
)
|
|
20
|
|
||||||
Software
|
1,186
|
|
|
(591
|
)
|
|
595
|
|
|
1,047
|
|
|
(548
|
)
|
|
499
|
|
||||||
Trademarks
|
686
|
|
|
(345
|
)
|
|
341
|
|
|
691
|
|
|
(285
|
)
|
|
406
|
|
||||||
Customer related
|
3,622
|
|
|
(1,181
|
)
|
|
2,441
|
|
|
3,688
|
|
|
(974
|
)
|
|
2,714
|
|
||||||
Other
|
154
|
|
|
(136
|
)
|
|
18
|
|
|
158
|
|
|
(131
|
)
|
|
27
|
|
||||||
Total other intangible assets, finite lives
|
$
|
7,547
|
|
|
$
|
(3,270
|
)
|
|
$
|
4,277
|
|
|
$
|
7,433
|
|
|
$
|
(2,785
|
)
|
|
$
|
4,648
|
|
IPR&D
(1)
, indefinite lives
|
37
|
|
|
—
|
|
|
37
|
|
|
63
|
|
|
—
|
|
|
63
|
|
||||||
Total other intangible assets
|
$
|
7,584
|
|
|
$
|
(3,270
|
)
|
|
$
|
4,314
|
|
|
$
|
7,496
|
|
|
$
|
(2,785
|
)
|
|
$
|
4,711
|
|
Amortization Expense
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Other intangible assets, excluding software
(1)
|
|
$
|
461
|
|
|
$
|
478
|
|
|
$
|
496
|
|
Software, included in “Cost of sales”
|
|
$
|
67
|
|
|
$
|
63
|
|
|
$
|
94
|
|
Investing Results
|
|
|
|
|
|
||||||
In millions
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Proceeds from sales of available-for-sale securities
|
$
|
486
|
|
|
$
|
514
|
|
|
$
|
764
|
|
Gross realized gains
|
$
|
66
|
|
|
$
|
40
|
|
|
$
|
44
|
|
Gross realized losses
|
$
|
(4
|
)
|
|
$
|
(11
|
)
|
|
$
|
(14
|
)
|
(1)
|
Unrealized losses of 12 months or more were less than $1 million.
|
(2)
|
U.S. Treasury obligations, U.S. agency obligations, agency mortgage-backed securities and other municipalities' obligations.
|
(1)
|
Included in “Other investments” in the consolidated balance sheets.
|
(2)
|
U.S. Treasury obligations, U.S. agency obligations, agency mortgage-backed securities and other municipalities’ obligations.
|
(3)
|
Cost includes fair value adjustments of
$22 million
at
December 31, 2013
and
$23 million
at
December 31, 2012
.
|
(4)
|
Presented net of cash collateral, as disclosed in Note
11
.
|
(5)
|
For 2013, includes interest rate derivative component of cross currency swaps, which was less than $1 million at December 31, 2013.
|
Commodity
|
Dec 31, 2013
|
|
|
Dec 31,
2012 |
|
|
Notional Volume Unit
|
Corn
|
2.7
|
|
|
1.9
|
|
|
million bushels
|
Crude Oil
|
0.5
|
|
|
0.4
|
|
|
million barrels
|
Ethane
|
1.0
|
|
|
1.8
|
|
|
million barrels
|
Naphtha
|
3.0
|
|
|
90.0
|
|
|
kilotons
|
Natural Gas
|
82.9
|
|
|
186.0
|
|
|
million million British thermal units
|
Soybeans
|
0.8
|
|
|
1.3
|
|
|
million bushels
|
Commodity
|
Dec 31,
2013 |
|
|
Dec 31,
2012 |
|
|
Notional Volume Unit
|
Ethane
|
0.3
|
|
|
1.0
|
|
|
million barrels
|
Natural Gas
|
5.2
|
|
|
33.0
|
|
|
million million British thermal units
|
Basis of Fair Value Measurements
on a Recurring Basis
at December 31, 2013
In millions
|
Quoted Prices
in Active
Markets for
Identical Items
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Counterparty
and Cash
Collateral
Netting
(1)
|
|
|
Total
|
|
|||||
Assets at fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash equivalents
(2)
|
$
|
—
|
|
|
$
|
2,912
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,912
|
|
Interests in trade accounts receivable conduits
(3)
|
—
|
|
|
—
|
|
|
1,227
|
|
|
—
|
|
|
1,227
|
|
|||||
Equity securities
(4)
|
760
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
797
|
|
|||||
Debt securities:
(4)
|
|
|
|
|
|
|
|
|
|
||||||||||
Government debt
(5)
|
—
|
|
|
564
|
|
|
—
|
|
|
—
|
|
|
564
|
|
|||||
Corporate bonds
|
—
|
|
|
695
|
|
|
—
|
|
|
—
|
|
|
695
|
|
|||||
Derivatives relating to:
(6)
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodities
|
3
|
|
|
11
|
|
|
—
|
|
|
(3
|
)
|
|
11
|
|
|||||
Foreign currency
|
—
|
|
|
65
|
|
|
—
|
|
|
(20
|
)
|
|
45
|
|
|||||
Total assets at fair value
|
$
|
763
|
|
|
$
|
4,284
|
|
|
$
|
1,227
|
|
|
$
|
(23
|
)
|
|
$
|
6,251
|
|
Liabilities at fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(7)
|
$
|
—
|
|
|
$
|
19,467
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,467
|
|
Derivatives relating to:
(6)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rates
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Commodities
|
4
|
|
|
2
|
|
|
—
|
|
|
(4
|
)
|
|
2
|
|
|||||
Foreign currency
|
—
|
|
|
33
|
|
|
—
|
|
|
(20
|
)
|
|
13
|
|
|||||
Total liabilities at fair value
|
$
|
4
|
|
|
$
|
19,507
|
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
19,487
|
|
(1)
|
Cash collateral amounts represent the estimated net settlement amount when applying netting and set-off rights included in master netting arrangements between the Company and its counterparties and the payable or receivable for cash collateral held or placed with the same counterparty.
|
(2)
|
Treasury Bills and money market funds included in "Cash and cash equivalents" in the consolidated balance sheets and held at amortized cost, which approximates fair value.
|
(3)
|
Included in “Accounts and notes receivable – Other” in the consolidated balance sheets. See Note
15
for additional information on transfers of financial assets.
|
(4)
|
The Company’s investments in equity and debt securities are primarily classified as available-for-sale and are included in “Other investments” in the consolidated balance sheets.
|
(5)
|
U.S. Treasury obligations, U.S. agency obligations, agency mortgage-backed securities and other municipalities’ obligations.
|
(6)
|
See Note
10
for the classification of derivatives in the consolidated balance sheets.
|
(7)
|
See Note
10
for information on fair value measurements of long-term debt.
|
Basis of Fair Value Measurements
on a Recurring Basis
at December 31, 2012
In millions
|
Quoted Prices
in Active
Markets for
Identical Items
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Counterparty
and Cash
Collateral
Netting
(1)
|
|
|
Total
|
|
|||||
Assets at fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash equivalents
(2)
|
$
|
—
|
|
|
$
|
1,953
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,953
|
|
Interests in trade accounts receivable conduits
(3)
|
—
|
|
|
—
|
|
|
1,057
|
|
|
—
|
|
|
1,057
|
|
|||||
Equity securities
(4)
|
702
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
740
|
|
|||||
Debt securities:
(4)
|
|
|
|
|
|
|
|
|
|
||||||||||
Government debt
(5)
|
—
|
|
|
565
|
|
|
—
|
|
|
—
|
|
|
565
|
|
|||||
Corporate bonds
|
—
|
|
|
756
|
|
|
—
|
|
|
—
|
|
|
756
|
|
|||||
Derivatives relating to:
(6)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rates
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Commodities
|
9
|
|
|
22
|
|
|
—
|
|
|
(5
|
)
|
|
26
|
|
|||||
Foreign currency
|
—
|
|
|
55
|
|
|
—
|
|
|
(21
|
)
|
|
34
|
|
|||||
Total assets at fair value
|
$
|
711
|
|
|
$
|
3,390
|
|
|
$
|
1,057
|
|
|
$
|
(26
|
)
|
|
$
|
5,132
|
|
Liabilities at fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(7)
|
$
|
—
|
|
|
$
|
23,762
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,762
|
|
Derivatives relating to:
(6)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest Rates
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
Commodities
|
16
|
|
|
11
|
|
|
—
|
|
|
(20
|
)
|
|
7
|
|
|||||
Foreign currency
|
—
|
|
|
41
|
|
|
—
|
|
|
(21
|
)
|
|
20
|
|
|||||
Total liabilities at fair value
|
$
|
16
|
|
|
$
|
23,820
|
|
|
$
|
—
|
|
|
$
|
(41
|
)
|
|
$
|
23,795
|
|
(1)
|
Cash collateral amounts represent the estimated net settlement amount when applying netting and set-off rights included in master netting arrangements between the Company and its counterparties and the payable or receivable for cash collateral held or placed with the same counterparty.
|
(2)
|
Treasury Bills and money market funds included in "Cash and cash equivalents" in the consolidated balance sheets and held at amortized cost, which approximates fair value.
|
(3)
|
Included in “Accounts and notes receivable – Other” in the consolidated balance sheets. See Note
15
for additional information on transfers of financial assets.
|
(4)
|
The Company’s investments in equity and debt securities are primarily classified as available-for-sale and are included in “Other investments” in the consolidated balance sheets.
|
(5)
|
U.S. Treasury obligations, U.S. agency obligations, agency mortgage-backed securities and other municipalities’ obligations.
|
(6)
|
See Note
10
for the classification of derivatives in the consolidated balance sheets.
|
(7)
|
See Note
10
for information on fair value measurements of long-term debt.
|
Fair Value Measurements Using Level 3 Inputs for Interests Held in Trade Receivable Conduits
(1)
|
2013
|
|
|
2012
|
|
||
In millions
|
|||||||
Balance at January 1
|
$
|
1,057
|
|
|
$
|
1,141
|
|
Gain included in earnings
(2)
|
—
|
|
|
8
|
|
||
Purchases
|
1,198
|
|
|
2,558
|
|
||
Settlements
|
(1,028
|
)
|
|
(2,650
|
)
|
||
Balance at December 31
|
$
|
1,227
|
|
|
$
|
1,057
|
|
(1)
|
Included in “Accounts and notes receivable – Other” in the consolidated balance sheets.
|
(2)
|
Included in "Selling, general and administrative expenses" in the consolidated statements of income.
|
Basis of Fair Value Measurements
on a Nonrecurring Basis |
|
Significant
Other Unobservable Inputs |
|
|
Total
Losses
|
|
||
In millions
|
|
(Level 3)
|
|
|
||||
2013
|
|
|
|
|
||||
Assets at fair value:
|
|
|
|
|
||||
Long-lived assets, other assets and equity method investments
|
|
$
|
127
|
|
|
$
|
(178
|
)
|
2012
|
|
|
|
|
||||
Assets at fair value:
|
|
|
|
|
||||
Long-lived assets, other assets and equity method investments
|
|
$
|
45
|
|
|
$
|
(693
|
)
|
Goodwill
|
|
$
|
—
|
|
|
$
|
(220
|
)
|
2011
|
|
|
|
|
||||
Assets at fair value:
|
|
|
|
|
||||
Long-lived assets, other assets and equity method investments
|
|
$
|
—
|
|
|
$
|
(27
|
)
|
Sundry Income (Expense) – Net
|
|
|
|
|
|
|
||||||
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Gain on sales of other assets and investments
(1)
|
|
$
|
98
|
|
|
$
|
81
|
|
|
$
|
119
|
|
Foreign exchange loss
|
|
(31
|
)
|
|
(51
|
)
|
|
(53
|
)
|
|||
Dividend income
|
|
3
|
|
|
1
|
|
|
25
|
|
|||
K-Dow settlement
(2)
|
|
2,161
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of Polypropylene Licensing and Catalysts business
(3)
|
|
451
|
|
|
—
|
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
|
(329
|
)
|
|
(123
|
)
|
|
(482
|
)
|
|||
Gain on sale of a 7.5 percent ownership interest in Freeport LNG Development, L.P.
|
|
87
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of ownership interest in Dow Kokam LLC
(3)
|
|
26
|
|
|
—
|
|
|
—
|
|
|||
Reclassification of cumulative translation adjustments
(4)
|
|
21
|
|
|
—
|
|
|
33
|
|
|||
Gain (loss) on sale of a contract manufacturing business
(5)
|
|
—
|
|
|
8
|
|
|
(36
|
)
|
|||
Gain on consolidation of a joint venture
|
|
—
|
|
|
—
|
|
|
21
|
|
|||
Other-net
|
|
67
|
|
|
57
|
|
|
57
|
|
|||
Total sundry income (expense) – net
|
|
$
|
2,554
|
|
|
$
|
(27
|
)
|
|
$
|
(316
|
)
|
(1)
|
The 2013 gain on sales of other assets and investments also included a
$21 million
gain reported as "Reclassification of cumulative translation adjustments."
|
(2)
|
See Note
14
for additional information.
|
(3)
|
See Note
5
for additional information.
|
(4)
|
Cumulative translation adjustments reclassified from "Accumulated other comprehensive income (loss)" into income resulted from transactions that qualified as a complete liquidation of an investment in a foreign entity.
|
(5)
|
The 2011 loss on the sale of a contract manufacturing business also included a
$6 million
loss reported as "Reclassification of cumulative translation adjustments."
|
Other Income Statement Information
|
|
|
|
|
|
|
||||||
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Provision for doubtful receivables
(1)
|
|
$
|
59
|
|
|
$
|
13
|
|
|
$
|
18
|
|
Net Income for Earnings Per Share Calculation - Basic
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Net income
|
|
$
|
4,816
|
|
|
$
|
1,100
|
|
|
$
|
2,784
|
|
Net (income) loss attributable to noncontrolling interests
|
|
(29
|
)
|
|
82
|
|
|
(42
|
)
|
|||
Net income attributable to The Dow Chemical Company
|
|
$
|
4,787
|
|
|
$
|
1,182
|
|
|
$
|
2,742
|
|
Preferred stock dividends
|
|
(340
|
)
|
|
(340
|
)
|
|
(340
|
)
|
|||
Net income attributable to participating securities
(1)
|
|
(38
|
)
|
|
(13
|
)
|
|
(30
|
)
|
|||
Net income attributable to common stockholders
|
|
$
|
4,409
|
|
|
$
|
829
|
|
|
$
|
2,372
|
|
Earnings Per Share Calculations - Basic
Dollars per share
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Net income
|
|
$
|
4.06
|
|
|
$
|
0.94
|
|
|
$
|
2.42
|
|
Net (income) loss attributable to noncontrolling interests
|
|
(0.02
|
)
|
|
0.07
|
|
|
(0.03
|
)
|
|||
Net income attributable to The Dow Chemical Company
|
|
$
|
4.04
|
|
|
$
|
1.01
|
|
|
$
|
2.39
|
|
Preferred stock dividends
|
|
(0.29
|
)
|
|
(0.29
|
)
|
|
(0.30
|
)
|
|||
Net income attributable to participating securities
(1)
|
|
(0.03
|
)
|
|
(0.01
|
)
|
|
(0.03
|
)
|
|||
Net income attributable to common stockholders
|
|
$
|
3.72
|
|
|
$
|
0.71
|
|
|
$
|
2.06
|
|
Net Income for Earnings Per Share Calculation - Diluted
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Net income
|
|
$
|
4,816
|
|
|
$
|
1,100
|
|
|
$
|
2,784
|
|
Net (income) loss attributable to noncontrolling interests
|
|
(29
|
)
|
|
82
|
|
|
(42
|
)
|
|||
Net income attributable to The Dow Chemical Company
|
|
$
|
4,787
|
|
|
$
|
1,182
|
|
|
$
|
2,742
|
|
Preferred stock dividends
(2)
|
|
—
|
|
|
(340
|
)
|
|
(340
|
)
|
|||
Net income attributable to participating securities
(1)
|
|
(38
|
)
|
|
(13
|
)
|
|
(30
|
)
|
|||
Net income attributable to common stockholders
|
|
$
|
4,749
|
|
|
$
|
829
|
|
|
$
|
2,372
|
|
Earnings Per Share Calculations - Diluted
Dollars per share
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Net income
|
|
$
|
3.73
|
|
|
$
|
0.93
|
|
|
$
|
2.40
|
|
Net (income) loss attributable to noncontrolling interests
|
|
(0.02
|
)
|
|
0.07
|
|
|
(0.03
|
)
|
|||
Net income attributable to The Dow Chemical Company
|
|
$
|
3.71
|
|
|
$
|
1.00
|
|
|
$
|
2.37
|
|
Preferred stock dividends
(2)
|
|
—
|
|
|
(0.29
|
)
|
|
(0.29
|
)
|
|||
Net income attributable to participating securities
(1)
|
|
(0.03
|
)
|
|
(0.01
|
)
|
|
(0.03
|
)
|
|||
Net income attributable to common stockholders
|
|
$
|
3.68
|
|
|
$
|
0.70
|
|
|
$
|
2.05
|
|
Additional Share Count Information
Shares in millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Weighted-average common shares - basic
|
|
1,186.2
|
|
|
1,169.7
|
|
|
1,149.0
|
|
Plus dilutive effect of stock options and awards
|
|
7.4
|
|
|
6.7
|
|
|
9.2
|
|
Plus dilutive effect of assumed conversion of preferred stock
(3)
|
|
96.8
|
|
|
—
|
|
|
—
|
|
Weighted-average common shares - diluted
|
|
1,290.4
|
|
|
1,176.4
|
|
|
1,158.2
|
|
Stock options and deferred stock awards excluded from EPS calculations
(4)
|
|
47.4
|
|
|
52.6
|
|
|
44.7
|
|
(1)
|
Deferred stock awards are considered participating securities due to Dow's practice of paying dividend equivalents on unvested shares.
|
(2)
|
Preferred stock dividends were not added back in the calculation of diluted earnings per share for the periods ended December 31, 2012 and 2011 because the effect of adding them back would have been antidilutive.
|
(3)
|
Conversion of the Cumulative Convertible Perpetual Preferred Stock, Series A into shares of the Company’s common stock was excluded from the calculation of diluted earnings per share for the periods ended December 31, 2012 and 2011 because the effect of including them would have been antidilutive.
|
(4)
|
These outstanding options to purchase shares of common stock and deferred stock awards were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.
|
Receivables for Asbestos-Related Costs at December 31
In millions
|
2013
|
|
|
2012
|
|
||
Receivables for defense and resolution costs – carriers with settlement agreements
|
$
|
66
|
|
|
$
|
154
|
|
Receivables for insurance recoveries – carriers without settlement agreements
|
25
|
|
|
25
|
|
||
Total
|
$
|
91
|
|
|
$
|
179
|
|
Fixed and Determinable Portion of Take-or-Pay and
Throughput Obligations at December 31, 2013
In millions
|
|||
2014
|
$
|
2,858
|
|
2015
|
2,580
|
|
|
2016
|
2,175
|
|
|
2017
|
1,924
|
|
|
2018
|
1,818
|
|
|
2019 and beyond
|
6,883
|
|
|
Total
|
$
|
18,238
|
|
Guarantees at December 31, 2013
In millions
|
Final
Expiration
|
|
Maximum Future
Payments
|
|
|
Recorded
Liability
|
|
||
Guarantees
|
2021
|
|
$
|
5,074
|
|
|
$
|
137
|
|
Residual value guarantees
|
2021
|
|
708
|
|
|
27
|
|
||
Total guarantees
|
|
|
$
|
5,782
|
|
|
$
|
164
|
|
Guarantees at December 31, 2012
In millions
|
Final
Expiration
|
|
Maximum Future
Payments
(1)
|
|
|
Recorded
Liability
|
|
||
Guarantees
|
2021
|
|
$
|
1,544
|
|
|
$
|
48
|
|
Residual value guarantees
(2)
|
2021
|
|
637
|
|
|
31
|
|
||
Total guarantees
|
|
|
$
|
2,181
|
|
|
$
|
79
|
|
(1)
|
The Company was indemnified by a third party for
$49 million
if required to perform under a
$98 million
guarantee.
|
(2)
|
Does not include the residual value guarantee related to the Company's variable interest in an owner trust; see Note
19
.
|
Asset Retirement Obligations
|
||||||||
In millions
|
|
2013
|
|
|
2012
|
|
||
Balance at January 1
|
|
$
|
92
|
|
|
$
|
88
|
|
Additional accruals
|
|
5
|
|
|
2
|
|
||
Liabilities settled
|
|
(2
|
)
|
|
(6
|
)
|
||
Accretion expense
|
|
1
|
|
|
1
|
|
||
Revisions in estimated cash flows
|
|
(8
|
)
|
|
7
|
|
||
Other
|
|
1
|
|
|
—
|
|
||
Balance at December 31
|
|
$
|
89
|
|
|
$
|
92
|
|
Interests Held at December 31
|
|
|
|
||||
In millions
|
2013
|
|
|
2012
|
|
||
Carrying value of interests held
|
$
|
1,227
|
|
|
$
|
1,057
|
|
Percentage of anticipated credit losses
|
0.71
|
%
|
|
0.73
|
%
|
||
Impact to carrying value - 10% adverse change
|
$
|
1
|
|
|
$
|
1
|
|
Impact to carrying value - 20% adverse change
|
$
|
2
|
|
|
$
|
2
|
|
Cash Proceeds
|
|
|
|
|
|
||||||
In millions
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Sale of receivables
|
$
|
34
|
|
|
$
|
57
|
|
|
$
|
16
|
|
Collections reinvested in revolving receivables
|
$
|
25,864
|
|
|
$
|
25,828
|
|
|
$
|
28,609
|
|
Interests in conduits
(1)
|
$
|
1,028
|
|
|
$
|
2,650
|
|
|
$
|
1,737
|
|
Trade Accounts Receivable Sold at December 31
|
|
|
|
||||
In millions
|
2013
|
|
|
2012
|
|
||
Delinquencies on sold receivables still outstanding
|
$
|
138
|
|
|
$
|
164
|
|
Trade accounts receivable outstanding and derecognized
|
$
|
2,494
|
|
|
$
|
2,294
|
|
Cash Proceeds
|
|
|
|
|
|
||||||
In millions
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Sale of participating interests
|
$
|
59
|
|
|
$
|
64
|
|
|
$
|
143
|
|
Collections reinvested in revolving receivables
|
$
|
48
|
|
|
$
|
58
|
|
|
$
|
120
|
|
Trade Accounts Receivable at December 31
In millions
|
2013
|
|
|
2012
|
|
||
Derecognized from the consolidated balance sheets
|
$
|
15
|
|
|
$
|
13
|
|
Outstanding in the consolidated balance sheets
|
195
|
|
|
283
|
|
||
Total accounts receivable in select Asia Pacific entities
|
$
|
210
|
|
|
$
|
296
|
|
Notes Payable at December 31
In millions
|
2013
|
|
|
2012
|
|
||
Notes payable to banks
|
$
|
300
|
|
|
$
|
319
|
|
Notes payable to related companies
|
137
|
|
|
66
|
|
||
Notes payable trade
|
6
|
|
|
11
|
|
||
Total notes payable
|
$
|
443
|
|
|
$
|
396
|
|
Year-end average interest rates
|
3.23
|
%
|
|
3.14
|
%
|
Long-Term Debt at December 31
In millions
|
2013
Average
Rate
|
|
|
2013
|
|
|
2012
Average
Rate
|
|
|
2012
|
|
||
Promissory notes and debentures:
|
|
|
|
|
|
|
|
||||||
Final maturity 2013
|
—
|
|
|
$
|
—
|
|
|
6.01
|
%
|
|
$
|
404
|
|
Final maturity 2014
|
5.33
|
%
|
|
399
|
|
|
6.86
|
%
|
|
1,138
|
|
||
Final maturity 2015
|
2.89
|
%
|
|
56
|
|
|
5.82
|
%
|
|
1,290
|
|
||
Final maturity 2016
|
2.53
|
%
|
|
805
|
|
|
2.54
|
%
|
|
789
|
|
||
Final maturity 2017
|
5.65
|
%
|
|
491
|
|
|
5.88
|
%
|
|
890
|
|
||
Final maturity 2018
|
5.43
|
%
|
|
570
|
|
|
5.59
|
%
|
|
840
|
|
||
Final maturity 2019 and thereafter
|
5.94
|
%
|
|
12,200
|
|
|
5.96
|
%
|
|
12,148
|
|
||
Other facilities:
|
|
|
|
|
|
|
|
||||||
U.S. dollar loans, various rates and maturities
|
1.44
|
%
|
|
490
|
|
|
2.30
|
%
|
|
288
|
|
||
Foreign currency loans, various rates and maturities
|
3.18
|
%
|
|
1,140
|
|
|
3.50
|
%
|
|
1,336
|
|
||
Medium-term notes, varying maturities through 2023
|
3.76
|
%
|
|
1,143
|
|
|
4.26
|
%
|
|
1,132
|
|
||
Pollution control/industrial revenue bonds, varying maturities through 2038
|
5.59
|
%
|
|
518
|
|
|
5.67
|
%
|
|
718
|
|
||
Capital lease obligations
|
—
|
|
|
41
|
|
|
—
|
|
|
21
|
|
||
Unamortized debt discount
|
—
|
|
|
(336
|
)
|
|
—
|
|
|
(403
|
)
|
||
Long-term debt due within one year
|
—
|
|
|
(697
|
)
|
|
—
|
|
|
(672
|
)
|
||
Long-term debt
|
—
|
|
|
$
|
16,820
|
|
|
—
|
|
|
$
|
19,919
|
|
Committed and Available Credit Facilities at December 31, 2013
|
||||||||||||||
In millions
|
|
Effective Date
|
|
Committed Credit
|
|
|
Credit Available
|
|
|
Maturity Date
|
|
Interest
|
||
Five Year Competitive Advance and Revolving Credit Facility
|
|
October 2011
|
|
$
|
5,000
|
|
|
$
|
5,000
|
|
|
October 2016
|
|
Floating rate
|
Bilateral Revolving Credit Facility
|
|
October 2012
|
|
170
|
|
|
170
|
|
|
October 2016
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
March 2013
|
|
100
|
|
|
100
|
|
|
March 2014
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
March 2013
|
|
300
|
|
|
300
|
|
|
October 2016
|
|
Floating rate
|
||
Term Loan Facility
|
|
March 2013
|
|
300
|
|
|
—
|
|
|
March 2016
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
April 2013
|
|
200
|
|
|
200
|
|
|
April 2016
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
October 2013
|
|
200
|
|
|
200
|
|
|
October 2016
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
October 2013
|
|
100
|
|
|
100
|
|
|
October 2016
|
|
Floating rate
|
||
Total Committed and Available Credit Facilities
|
|
|
|
$
|
6,370
|
|
|
$
|
6,070
|
|
|
|
|
|
(a)
|
the obligation to maintain the ratio of the Company’s consolidated indebtedness to consolidated capitalization at no greater than
0.65
to
1.00
at any time the aggregate outstanding amount of loans under the Five Year Competitive Advance and Revolving Credit Facility Agreement dated October 18, 2011 equals or exceeds
$500 million
,
|
(b)
|
a default if the Company or an applicable subsidiary fails to make any payment, including principal, premium or interest, under the applicable agreement on other indebtedness of, or guaranteed by, the Company or such applicable subsidiary in an aggregate amount of
$100 million
or more when due, or any other default or other event under the applicable agreement with respect to such indebtedness occurs which permits or results in the acceleration of
$400 million
or more in the aggregate of principal, and
|
(c)
|
a default if the Company or any applicable subsidiary fails to discharge or stay within 60 days after the entry of a final judgment against the Company or such applicable subsidiary of more than
$400 million
.
|
Weighted-Average Assumptions
for All Pension Plans
|
|
Benefit Obligations
at December 31
|
|
Net Periodic Costs
for the Year
|
||||||||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Discount rate
|
|
4.54
|
%
|
|
3.88
|
%
|
|
4.93
|
%
|
|
3.88
|
%
|
|
4.93
|
%
|
|
5.38
|
%
|
Rate of increase in future compensation levels
|
|
4.15
|
%
|
|
3.96
|
%
|
|
4.14
|
%
|
|
3.96
|
%
|
|
4.14
|
%
|
|
4.16
|
%
|
Expected long-term rate of return on plan assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.47
|
%
|
|
7.60
|
%
|
|
7.86
|
%
|
Weighted-Average Assumptions
for U.S. Pension Plans
|
|
Benefit Obligations
at December 31
|
|
Net Periodic Costs
for the Year
|
||||||||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Discount rate
|
|
4.92
|
%
|
|
4.02
|
%
|
|
4.98
|
%
|
|
4.02
|
%
|
|
4.98
|
%
|
|
5.51
|
%
|
Rate of increase in future compensation levels
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Expected long-term rate of return on plan assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.85
|
%
|
|
7.83
|
%
|
|
8.18
|
%
|
U.S. Plan Assumptions for Other
Postretirement Benefits
|
|
Benefit Obligations
at December 31
|
|
Net Periodic Costs
for the Year
|
||||||||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Discount rate
|
|
4.37
|
%
|
|
3.67
|
%
|
|
4.66
|
%
|
|
3.67
|
%
|
|
4.66
|
%
|
|
5.15
|
%
|
Expected long-term rate of return on plan assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1.00
|
%
|
|
3.60
|
%
|
Initial health care cost trend rate
|
|
7.45
|
%
|
|
7.84
|
%
|
|
8.28
|
%
|
|
7.84
|
%
|
|
8.28
|
%
|
|
8.70
|
%
|
Ultimate health care cost trend rate
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year ultimate trend rate to be reached
|
|
2020
|
|
|
2019
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
|
2019
|
|
Net Periodic Benefit Cost for All Significant Plans
|
||||||||||||||||||||||||
|
|
Defined Benefit Pension Plans
|
|
Other Postretirement Benefits
|
||||||||||||||||||||
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
||||||
Service cost
|
|
$
|
471
|
|
|
$
|
378
|
|
|
$
|
347
|
|
|
$
|
19
|
|
|
$
|
17
|
|
|
$
|
15
|
|
Interest cost
|
|
1,012
|
|
|
1,093
|
|
|
1,121
|
|
|
78
|
|
|
92
|
|
|
100
|
|
||||||
Expected return on plan assets
|
|
(1,248
|
)
|
|
(1,262
|
)
|
|
(1,305
|
)
|
|
—
|
|
|
(1
|
)
|
|
(6
|
)
|
||||||
Amortization of prior service cost (credit)
|
|
25
|
|
|
26
|
|
|
28
|
|
|
(4
|
)
|
|
(4
|
)
|
|
(1
|
)
|
||||||
Amortization of unrecognized loss
|
|
788
|
|
|
519
|
|
|
374
|
|
|
4
|
|
|
1
|
|
|
1
|
|
||||||
Curtailment/settlement/other
(1) (2)
|
|
5
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
9
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
1,053
|
|
|
$
|
754
|
|
|
$
|
561
|
|
|
$
|
97
|
|
|
$
|
114
|
|
|
$
|
109
|
|
(1)
|
Included
$9 million
of curtailment costs recorded in 2012 related to the 4Q12 Restructuring plan (see Note
3
).
|
(2)
|
The 2013 impact primarily relates to settlements associated with the wind-up of a Canadian pension plan.
|
Estimated Future Benefit Payments at December 31, 2013
|
||||||||
In millions
|
|
Defined Benefit Pension Plans
|
|
|
Other Postretirement Benefits
|
|
||
2014
|
|
$
|
1,263
|
|
|
$
|
160
|
|
2015
|
|
1,280
|
|
|
157
|
|
||
2016
|
|
1,305
|
|
|
152
|
|
||
2017
|
|
1,333
|
|
|
145
|
|
||
2018
|
|
1,378
|
|
|
141
|
|
||
2019 through 2023
|
|
7,401
|
|
|
636
|
|
||
Total
|
|
$
|
13,960
|
|
|
$
|
1,391
|
|
Strategic Weighted-Average Target Allocation of Plan
Assets for All Significant Plans
|
||
Asset Category
|
Target Allocation
|
|
Equity securities
|
39
|
%
|
Fixed Income securities
|
38
|
%
|
Alternative investments
|
22
|
%
|
Other investments
|
1
|
%
|
Total
|
100
|
%
|
Basis of Fair Value Measurements of
Pension Plan Assets at December 31, 2013
|
|
Quoted Prices
in Active
Markets for
Identical Items
|
|
|
Significant
Other
Observable
Inputs
|
|
|
Significant
Unobservable
Inputs
|
|
|
|
|||||
In millions
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Total
|
|
||||
Cash and cash equivalents
|
|
$
|
83
|
|
|
$
|
1,179
|
|
|
$
|
—
|
|
|
$
|
1,262
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. equity
(1)
|
|
$
|
2,759
|
|
|
$
|
695
|
|
|
$
|
—
|
|
|
$
|
3,454
|
|
Non-U.S. equity – developed countries
|
|
2,014
|
|
|
1,122
|
|
|
2
|
|
|
3,138
|
|
||||
Emerging markets
|
|
648
|
|
|
574
|
|
|
10
|
|
|
1,232
|
|
||||
Convertible bonds
|
|
23
|
|
|
326
|
|
|
—
|
|
|
349
|
|
||||
Equity derivatives
|
|
5
|
|
|
(27
|
)
|
|
—
|
|
|
(22
|
)
|
||||
Total equity securities
|
|
$
|
5,449
|
|
|
$
|
2,690
|
|
|
$
|
12
|
|
|
$
|
8,151
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and municipalities
|
|
$
|
—
|
|
|
$
|
1,154
|
|
|
$
|
—
|
|
|
$
|
1,154
|
|
U.S. agency and agency mortgage-backed securities
|
|
—
|
|
|
313
|
|
|
—
|
|
|
313
|
|
||||
Corporate bonds – investment grade
|
|
—
|
|
|
1,397
|
|
|
—
|
|
|
1,397
|
|
||||
Non-U.S. governments – developed countries
|
|
—
|
|
|
1,075
|
|
|
—
|
|
|
1,075
|
|
||||
Non-U.S. corporate bonds – developed countries
|
|
—
|
|
|
838
|
|
|
2
|
|
|
840
|
|
||||
Emerging market debt
|
|
—
|
|
|
106
|
|
|
—
|
|
|
106
|
|
||||
Other asset-backed securities
|
|
—
|
|
|
113
|
|
|
15
|
|
|
128
|
|
||||
High yield bonds
|
|
—
|
|
|
178
|
|
|
20
|
|
|
198
|
|
||||
Other fixed income funds
|
|
—
|
|
|
243
|
|
|
200
|
|
|
443
|
|
||||
Fixed income derivatives
|
|
(1
|
)
|
|
(31
|
)
|
|
—
|
|
|
(32
|
)
|
||||
Total fixed income securities
|
|
$
|
(1
|
)
|
|
$
|
5,386
|
|
|
$
|
237
|
|
|
$
|
5,622
|
|
Alternative investments:
|
|
|
|
|
|
|
|
|
||||||||
Real estate
|
|
$
|
30
|
|
|
$
|
33
|
|
|
$
|
1,338
|
|
|
$
|
1,401
|
|
Private equity
|
|
—
|
|
|
—
|
|
|
1,017
|
|
|
1,017
|
|
||||
Absolute return
|
|
—
|
|
|
611
|
|
|
406
|
|
|
1,017
|
|
||||
Total alternative investments
|
|
$
|
30
|
|
|
$
|
644
|
|
|
$
|
2,761
|
|
|
$
|
3,435
|
|
Other investments
|
|
$
|
—
|
|
|
$
|
317
|
|
|
$
|
40
|
|
|
$
|
357
|
|
Total pension plan assets at fair value
|
|
$
|
5,561
|
|
|
$
|
10,216
|
|
|
$
|
3,050
|
|
|
$
|
18,827
|
|
Basis of Fair Value Measurements of
Pension Plan Assets at December 31, 2012
|
|
Quoted Prices
in Active
Markets for
Identical Items
|
|
|
Significant
Other
Observable
Inputs
|
|
|
Significant
Unobservable
Inputs
|
|
|
|
|||||
In millions
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Total
|
|
||||
Cash and cash equivalents
|
|
$
|
20
|
|
|
$
|
599
|
|
|
$
|
—
|
|
|
$
|
619
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. equity
(1)
|
|
$
|
2,143
|
|
|
$
|
318
|
|
|
$
|
—
|
|
|
$
|
2,461
|
|
Non-U.S. equity – developed countries
|
|
1,989
|
|
|
1,203
|
|
|
4
|
|
|
3,196
|
|
||||
Emerging markets
|
|
728
|
|
|
487
|
|
|
9
|
|
|
1,224
|
|
||||
Convertible bonds
|
|
—
|
|
|
243
|
|
|
—
|
|
|
243
|
|
||||
Equity derivatives
|
|
3
|
|
|
19
|
|
|
—
|
|
|
22
|
|
||||
Total equity securities
|
|
$
|
4,863
|
|
|
$
|
2,270
|
|
|
$
|
13
|
|
|
$
|
7,146
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and municipalities
|
|
$
|
—
|
|
|
$
|
1,464
|
|
|
$
|
2
|
|
|
$
|
1,466
|
|
U.S. agency and agency mortgage-backed securities
|
|
—
|
|
|
432
|
|
|
—
|
|
|
432
|
|
||||
Corporate bonds – investment grade
|
|
—
|
|
|
1,626
|
|
|
—
|
|
|
1,626
|
|
||||
Non-U.S. governments – developed countries
|
|
—
|
|
|
1,039
|
|
|
1
|
|
|
1,040
|
|
||||
Non-U.S. corporate bonds – developed countries
|
|
—
|
|
|
802
|
|
|
1
|
|
|
803
|
|
||||
Emerging market debt
|
|
—
|
|
|
72
|
|
|
—
|
|
|
72
|
|
||||
Other asset-backed securities
|
|
—
|
|
|
122
|
|
|
15
|
|
|
137
|
|
||||
High yield bonds
|
|
—
|
|
|
287
|
|
|
21
|
|
|
308
|
|
||||
Other fixed income funds
|
|
—
|
|
|
228
|
|
|
218
|
|
|
446
|
|
||||
Fixed income derivatives
|
|
1
|
|
|
119
|
|
|
—
|
|
|
120
|
|
||||
Total fixed income securities
|
|
$
|
1
|
|
|
$
|
6,191
|
|
|
$
|
258
|
|
|
$
|
6,450
|
|
Alternative investments:
|
|
|
|
|
|
|
|
|
||||||||
Real estate
|
|
$
|
32
|
|
|
$
|
30
|
|
|
$
|
1,224
|
|
|
$
|
1,286
|
|
Private equity
|
|
—
|
|
|
—
|
|
|
991
|
|
|
991
|
|
||||
Absolute return
|
|
—
|
|
|
527
|
|
|
300
|
|
|
827
|
|
||||
Total alternative investments
|
|
$
|
32
|
|
|
$
|
557
|
|
|
$
|
2,515
|
|
|
$
|
3,104
|
|
Other investments
|
|
$
|
—
|
|
|
$
|
364
|
|
|
$
|
42
|
|
|
$
|
406
|
|
Total pension plan assets at fair value
|
|
$
|
4,916
|
|
|
$
|
9,981
|
|
|
$
|
2,828
|
|
|
$
|
17,725
|
|
Fair Value Measurement of Level 3
Pension Plan Assets
|
|
Equity Securities
|
|
|
Fixed Income Securities
|
|
|
Alternative Investments
|
|
|
Other Investments
|
|
|
Total
|
|
|||||
In millions
|
||||||||||||||||||||
Balance at January 1, 2012
|
|
$
|
16
|
|
|
$
|
100
|
|
|
$
|
2,328
|
|
|
$
|
42
|
|
|
$
|
2,486
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Relating to assets sold during 2012
|
|
(5
|
)
|
|
2
|
|
|
(59
|
)
|
|
—
|
|
|
(62
|
)
|
|||||
Relating to assets held at Dec 31, 2012
|
|
(3
|
)
|
|
19
|
|
|
193
|
|
|
—
|
|
|
209
|
|
|||||
Purchases, sales and settlements
|
|
7
|
|
|
141
|
|
|
(54
|
)
|
|
—
|
|
|
94
|
|
|||||
Transfers into (out of) Level 3, net
|
|
(2
|
)
|
|
(4
|
)
|
|
99
|
|
|
—
|
|
|
93
|
|
|||||
Foreign currency impact
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||
Balance at December 31, 2012
|
|
$
|
13
|
|
|
$
|
258
|
|
|
$
|
2,515
|
|
|
$
|
42
|
|
|
$
|
2,828
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Relating to assets sold during 2013
|
|
—
|
|
|
42
|
|
|
176
|
|
|
—
|
|
|
218
|
|
|||||
Relating to assets held at Dec 31, 2013
|
|
—
|
|
|
(32
|
)
|
|
67
|
|
|
(1
|
)
|
|
34
|
|
|||||
Purchases, sales and settlements
|
|
2
|
|
|
(27
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
(31
|
)
|
|||||
Transfers (out of) Level 3, net
|
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Foreign currency impact
|
|
—
|
|
|
(2
|
)
|
|
8
|
|
|
—
|
|
|
6
|
|
|||||
Balance at December 31, 2013
|
|
$
|
12
|
|
|
$
|
237
|
|
|
$
|
2,761
|
|
|
$
|
40
|
|
|
$
|
3,050
|
|
Basis of Fair Value Measurements of Other
Postretirement Benefit Plan Assets at
December 31, 2012
|
|
Quoted Prices
in Active
Markets for
Identical Items
|
|
|
Significant
Other
Observable
Inputs
|
|
|
|
|||||
In millions
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
Total
|
|
||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
Fixed income securities
|
|
—
|
|
|
58
|
|
|
58
|
|
||||
Total assets at fair value
|
|
$
|
—
|
|
|
$
|
65
|
|
|
$
|
65
|
|
Assets and Liabilities of Consolidated VIEs at December 31
In millions
|
|
2013
|
|
|
2012
|
|
||
Cash and cash equivalents
(1)
|
|
$
|
147
|
|
|
$
|
146
|
|
Other current assets
|
|
143
|
|
|
129
|
|
||
Property
|
|
2,646
|
|
|
2,554
|
|
||
Other noncurrent assets
|
|
105
|
|
|
139
|
|
||
Total assets
(2)
|
|
$
|
3,041
|
|
|
$
|
2,968
|
|
Current liabilities (nonrecourse 2013: $318; 2012: $261)
|
|
$
|
664
|
|
|
$
|
261
|
|
Long-term debt (nonrecourse 2013: $1,360; 2012: $1,406)
|
|
1,392
|
|
|
1,752
|
|
||
Other noncurrent liabilities (nonrecourse 2013: $69; 2012: $99)
|
|
69
|
|
|
99
|
|
||
Total liabilities
|
|
$
|
2,125
|
|
|
$
|
2,112
|
|
(1)
|
Included
$1 million
at
December 31, 2013
(
$2 million
at
December 31, 2012
) specifically restricted for the construction of a manufacturing facility.
|
(2)
|
All assets were restricted at
December 31, 2013
and
December 31, 2012
.
|
Weighted-Average Assumptions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Dividend yield
|
|
3.89
|
%
|
|
3.34
|
%
|
|
2.5
|
%
|
Expected volatility
|
|
29.93
|
%
|
|
38.39
|
%
|
|
34.61
|
%
|
Risk-free interest rate
|
|
1.08
|
%
|
|
0.95
|
%
|
|
1.71
|
%
|
Expected life of stock options granted during period (years)
|
|
7.8
|
|
|
7.6
|
|
|
7.4
|
|
Life of Employee Stock Purchase Plan (months)
|
|
5
|
|
|
6
|
|
|
6
|
|
Employee Stock Purchase Plan
|
|
2013
|
|||||
Shares in thousands
|
|
Shares
|
|
|
Exercise
Price
|
|
|
Outstanding at beginning of year
|
|
—
|
|
|
—
|
|
|
Granted
|
|
8,298
|
|
|
$
|
27.05
|
|
Exercised
|
|
(7,311
|
)
|
|
$
|
27.05
|
|
Forfeited/Expired
|
|
(987
|
)
|
|
$
|
27.05
|
|
Outstanding and exercisable at end of year
|
|
—
|
|
|
—
|
|
Additional Information about Employee Stock Purchase Plan
In millions, except per share amounts
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Weighted-average fair value per share of purchase rights granted
|
|
$
|
7.20
|
|
|
$
|
8.32
|
|
|
$
|
11.39
|
|
Total compensation expense for ESPP
|
|
$
|
60
|
|
|
$
|
79
|
|
|
$
|
123
|
|
Related tax benefit
|
|
$
|
22
|
|
|
$
|
29
|
|
|
$
|
46
|
|
Total amount of cash received from the exercise of purchase rights
|
|
$
|
198
|
|
|
$
|
166
|
|
|
$
|
197
|
|
Total intrinsic value of purchase rights exercised
(1)
|
|
$
|
68
|
|
|
$
|
41
|
|
|
$
|
98
|
|
Related tax benefit
|
|
$
|
25
|
|
|
$
|
15
|
|
|
$
|
36
|
|
(1)
|
Difference between the market price at exercise and the price paid by the employee to exercise the purchase rights.
|
Stock Options
|
|
2013
|
||||||||||||||
|
|
1988 Plan
|
|
2012 Plan
|
||||||||||||
Shares in thousands
|
|
Shares
|
|
|
Exercise
Price
(1)
|
|
|
Shares
|
|
|
Exercise Price
(1)
|
|
||||
Outstanding at January 1, 2013
|
|
68,868
|
|
|
$
|
35.82
|
|
|
—
|
|
|
$
|
—
|
|
||
Granted
|
|
—
|
|
|
$
|
—
|
|
|
17,080
|
|
|
$
|
32.16
|
|
||
Exercised
|
|
(7,700
|
)
|
|
$
|
25.13
|
|
|
—
|
|
|
$
|
—
|
|
||
Forfeited/Expired
|
|
(1,893
|
)
|
|
$
|
42.15
|
|
|
(57
|
)
|
|
$
|
32.16
|
|
||
Outstanding at December 31, 2013
|
|
59,275
|
|
|
$
|
37.01
|
|
|
17,023
|
|
|
$
|
32.16
|
|
||
Remaining contractual life in years
|
|
|
|
4.71
|
|
|
|
|
9.11
|
|
||||||
Aggregate intrinsic value in millions
|
|
$
|
476
|
|
|
|
|
|
$
|
208
|
|
|
|
|||
Exercisable at December 31, 2013
|
|
47,487
|
|
|
$
|
37.45
|
|
|
—
|
|
|
$
|
—
|
|
||
Remaining contractual life in years
|
|
|
|
3.98
|
|
|
|
|
—
|
|
||||||
Aggregate intrinsic value in millions
|
|
$
|
368
|
|
|
|
|
|
$
|
—
|
|
|
|
(1)
|
Weighted-average per share
|
Additional Information about Stock Options
In millions, except per share amounts
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Weighted-average fair value per share of options granted
|
|
$
|
6.99
|
|
|
$
|
9.38
|
|
|
$
|
10.64
|
|
Total compensation expense for stock option plans
|
|
$
|
101
|
|
|
$
|
106
|
|
|
$
|
88
|
|
Related tax benefit
|
|
$
|
37
|
|
|
$
|
39
|
|
|
$
|
33
|
|
Total amount of cash received from the exercise of options
|
|
$
|
188
|
|
|
$
|
137
|
|
|
$
|
147
|
|
Total intrinsic value of options exercised
(1)
|
|
$
|
102
|
|
|
$
|
64
|
|
|
$
|
66
|
|
Related tax benefit
|
|
$
|
38
|
|
|
$
|
24
|
|
|
$
|
24
|
|
(1)
|
Difference between the market price at exercise and the price paid by the employee to exercise the options.
|
Deferred Stock
|
|
2013
|
||||||||||||
|
|
1988 Plan
|
|
2012 Plan
|
||||||||||
Shares in thousands
|
|
Shares
|
|
|
Grant Date
Fair Value
(1)
|
|
|
Shares
|
|
|
Grant Date
Fair Value
(1)
|
|
||
Nonvested at beginning of year
|
|
10,957
|
|
|
$
|
32.70
|
|
|
209
|
|
|
$
|
30.49
|
|
Granted
|
|
—
|
|
|
$
|
—
|
|
|
3,747
|
|
|
$
|
32.13
|
|
Vested
|
|
(4,162
|
)
|
|
$
|
27.79
|
|
|
—
|
|
|
$
|
—
|
|
Canceled
|
|
(139
|
)
|
|
$
|
36.60
|
|
|
(24
|
)
|
|
$
|
33.11
|
|
Nonvested at end of year
|
|
6,656
|
|
|
$
|
35.76
|
|
|
3,932
|
|
|
$
|
32.05
|
|
(1)
|
Weighted-average per share
|
Additional Information about Deferred Stock
In millions, except per share amounts
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Weighted-average fair value per share of deferred stock granted
|
|
$
|
32.13
|
|
|
$
|
33.81
|
|
|
$
|
37.60
|
|
Total fair value of deferred stock vested and delivered
(1)
|
|
$
|
137
|
|
|
$
|
252
|
|
|
$
|
123
|
|
Related tax benefit
|
|
$
|
51
|
|
|
$
|
93
|
|
|
$
|
46
|
|
Total compensation expense for deferred stock awards
|
|
$
|
104
|
|
|
$
|
129
|
|
|
$
|
124
|
|
Related tax benefit
|
|
$
|
39
|
|
|
$
|
48
|
|
|
$
|
46
|
|
(1)
|
Includes the fair value of shares vested in prior years and delivered in the reporting year.
|
Performance Deferred Stock Awards
|
|
Target
Shares
Granted
(1)
|
|
|
Grant Date
Fair Value
(2)
|
|
||||
Shares in thousands
|
|
|
||||||||
Year
|
|
Plan
|
Performance Period
|
|
||||||
2013
|
|
2012 Plan
|
January 1, 2013 - December 31, 2015
|
|
1,321
|
|
|
$
|
32.16
|
|
2012
|
|
1988 Plan
|
January 1, 2012 – December 31, 2014
|
|
1,205
|
|
|
$
|
34.00
|
|
2011
|
|
1988 Plan
|
January 1, 2011 – December 31, 2013
|
|
1,109
|
|
|
$
|
38.07
|
|
(1)
|
At the end of the performance period, the actual number of shares issued can range from
zero
to
250 percent
of the target shares granted.
|
(2)
|
Weighted-average per share
|
Performance Deferred Stock
|
|
2013
|
||||||||||||
|
|
1988 Plan
|
|
2012 Plan
|
||||||||||
Shares in thousands
|
|
Target
Shares Granted (1) |
|
|
Grant Date
Fair Value
(2)
|
|
|
Target Shares Granted
(1)
|
|
|
Grant Date Fair Value
(2)
|
|
||
Nonvested at beginning of year
|
|
2,254
|
|
|
$
|
35.92
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
—
|
|
|
$
|
—
|
|
|
1,321
|
|
|
$
|
32.16
|
|
Vested
|
|
(1,065
|
)
|
|
$
|
38.06
|
|
|
—
|
|
|
$
|
—
|
|
Canceled
|
|
(1
|
)
|
|
$
|
37.57
|
|
|
(5
|
)
|
|
$
|
32.16
|
|
Nonvested at end of year
|
|
1,188
|
|
|
$
|
34.00
|
|
|
1,316
|
|
|
$
|
32.16
|
|
(1)
|
At the end of the performance period, the actual number of shares issued can range from
zero
to
250 percent
of the target shares granted.
|
(2)
|
Weighted-average per share
|
Additional Information about Performance Deferred Stock
|
|
|
|
|
||||||||
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Total fair value of performance deferred stock vested and delivered
(1)
|
|
$
|
14
|
|
|
$
|
68
|
|
|
$
|
77
|
|
Related tax benefit
|
|
$
|
5
|
|
|
$
|
25
|
|
|
$
|
28
|
|
Total compensation expense for performance deferred stock awards
|
|
$
|
62
|
|
|
$
|
21
|
|
|
$
|
36
|
|
Related tax benefit
|
|
$
|
23
|
|
|
$
|
8
|
|
|
$
|
13
|
|
(1)
|
Includes the fair value of shares vested in prior years and delivered in the reporting year.
|
Domestic and Foreign Components of Income Before Income Taxes
|
||||||||||||
In millions
|
|
2013
(1)
|
|
|
2012
(2)
|
|
|
2011
|
|
|||
Domestic
|
|
$
|
3,979
|
|
|
$
|
(401
|
)
|
|
$
|
386
|
|
Foreign
|
|
2,825
|
|
|
2,066
|
|
|
3,215
|
|
|||
Total
|
|
$
|
6,804
|
|
|
$
|
1,665
|
|
|
$
|
3,601
|
|
(1)
|
In 2013, the domestic component of "Income Before Income Taxes" included a gain of
$2.195 billion
related to the K-Dow arbitration and a
$451 million
gain related to the sale of Dow's Polypropylene Licensing and Catalysts business.
|
(2)
|
In 2012, the domestic component of "Income Before Income Taxes" was significantly impacted by the Company's 1Q12 and 4Q12 restructuring charges.
|
Provision for Income Taxes
|
||||||||||||||||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||||||||||||||
In millions
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
||||||||||||||||||
Federal
|
|
$
|
805
|
|
|
$
|
278
|
|
|
$
|
1,083
|
|
|
$
|
241
|
|
|
$
|
(312
|
)
|
|
$
|
(71
|
)
|
|
$
|
36
|
|
|
$
|
(244
|
)
|
|
$
|
(208
|
)
|
State and local
|
|
42
|
|
|
(73
|
)
|
|
(31
|
)
|
|
9
|
|
|
(10
|
)
|
|
(1
|
)
|
|
12
|
|
|
(13
|
)
|
|
(1
|
)
|
|||||||||
Foreign
|
|
1,028
|
|
|
(92
|
)
|
|
936
|
|
|
780
|
|
|
(143
|
)
|
|
637
|
|
|
768
|
|
|
258
|
|
|
1,026
|
|
|||||||||
Total
|
|
$
|
1,875
|
|
|
$
|
113
|
|
|
$
|
1,988
|
|
|
$
|
1,030
|
|
|
$
|
(465
|
)
|
|
$
|
565
|
|
|
$
|
816
|
|
|
$
|
1
|
|
|
$
|
817
|
|
Reconciliation to U.S. Statutory Rate
|
|
|
|
|
||||||||
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Taxes at U.S. statutory rate
|
|
$
|
2,381
|
|
|
$
|
583
|
|
|
$
|
1,260
|
|
Equity earnings effect
|
|
(276
|
)
|
|
(115
|
)
|
|
(459
|
)
|
|||
Foreign income taxed at rates other than 35%
(1)
|
|
(76
|
)
|
|
(76
|
)
|
|
(242
|
)
|
|||
U.S. tax effect of foreign earnings and dividends
|
|
102
|
|
|
13
|
|
|
218
|
|
|||
Goodwill impairment losses
|
|
—
|
|
|
77
|
|
|
—
|
|
|||
Discrete equity earnings
(2)
|
|
—
|
|
|
48
|
|
|
—
|
|
|||
Change in permanent reinvestment assertions
|
|
—
|
|
|
(236
|
)
|
|
—
|
|
|||
Change in valuation allowances
|
|
(197
|
)
|
|
135
|
|
|
367
|
|
|||
Unrecognized tax benefits
|
|
243
|
|
|
122
|
|
|
35
|
|
|||
Federal tax accrual adjustments
|
|
29
|
|
|
4
|
|
|
8
|
|
|||
Sale of a contract manufacturing subsidiary
(3)
|
|
—
|
|
|
—
|
|
|
(231
|
)
|
|||
Joint venture reorganization
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|||
Gain from K-Dow arbitration
(4)
|
|
(212
|
)
|
|
—
|
|
|
—
|
|
|||
Other – net
|
|
(6
|
)
|
|
10
|
|
|
(44
|
)
|
|||
Total tax provision
|
|
$
|
1,988
|
|
|
$
|
565
|
|
|
$
|
817
|
|
Effective tax rate
|
|
29.2
|
%
|
|
33.9
|
%
|
|
22.7
|
%
|
(1)
|
Includes the tax provision for statutory taxable income in foreign jurisdictions for which there is no corresponding amount in “Income Before Income Taxes.”
|
(2)
|
Includes nonrecurring charges related to equity in earnings of nonconsolidated affiliates.
|
(3)
|
The Company recognized a tax benefit of
$231 million
related to the sale of a contract manufacturing subsidiary, which was reduced by a
$95 million
valuation allowance in 2011.
|
(4)
|
In 2013, the K-Dow arbitration award generated a tax rate benefit of
$212 million
due to the tax treatment of certain components of the award. See Note
14
for further information.
|
Deferred Tax Balances at December 31
|
|
2013
|
|
2012
|
||||||||||||
In millions
|
|
Deferred Tax
Assets
(1)
|
|
|
Deferred Tax
Liabilities
|
|
|
Deferred Tax
Assets
(1)
|
|
|
Deferred Tax
Liabilities
|
|
||||
Property
|
|
$
|
62
|
|
|
$
|
2,165
|
|
|
$
|
58
|
|
|
$
|
2,128
|
|
Tax loss and credit carryforwards
|
|
2,012
|
|
|
—
|
|
|
1,954
|
|
|
—
|
|
||||
Postretirement benefit obligations
|
|
3,619
|
|
|
1,150
|
|
|
4,900
|
|
|
1,291
|
|
||||
Other accruals and reserves
|
|
1,901
|
|
|
392
|
|
|
2,167
|
|
|
329
|
|
||||
Intangibles
|
|
113
|
|
|
827
|
|
|
218
|
|
|
994
|
|
||||
Inventory
|
|
217
|
|
|
197
|
|
|
240
|
|
|
179
|
|
||||
Long-term debt
|
|
—
|
|
|
600
|
|
|
—
|
|
|
599
|
|
||||
Investments
|
|
137
|
|
|
111
|
|
|
317
|
|
|
183
|
|
||||
Other – net
|
|
1,143
|
|
|
794
|
|
|
1,168
|
|
|
642
|
|
||||
Subtotal
|
|
$
|
9,204
|
|
|
$
|
6,236
|
|
|
$
|
11,022
|
|
|
$
|
6,345
|
|
Valuation allowances
|
|
(1,112
|
)
|
|
—
|
|
|
(1,399
|
)
|
|
—
|
|
||||
Total
|
|
$
|
8,092
|
|
|
$
|
6,236
|
|
|
$
|
9,623
|
|
|
$
|
6,345
|
|
(1)
|
Included in current deferred tax assets are prepaid tax assets totaling
$205 million
in
2013
and
$218 million
in
2012
.
|
Total Gross Unrecognized Tax Benefits
|
|
|
|
|
||||||||
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Balance at January 1
|
|
$
|
409
|
|
|
$
|
339
|
|
|
$
|
319
|
|
Increases related to positions taken on items from prior years
|
|
385
|
|
|
66
|
|
|
5
|
|
|||
Decreases related to positions taken on items from prior years
|
|
(137
|
)
|
|
(32
|
)
|
|
(11
|
)
|
|||
Increases related to positions taken in the current year
|
|
10
|
|
|
53
|
|
|
70
|
|
|||
Settlement of uncertain tax positions with tax authorities
|
|
(393
|
)
|
|
(9
|
)
|
|
(21
|
)
|
|||
Decreases due to expiration of statutes of limitations
|
|
(8
|
)
|
|
(8
|
)
|
|
(23
|
)
|
|||
Balance at December 31
|
|
$
|
266
|
|
|
$
|
409
|
|
|
$
|
339
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
||||||||
In millions
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Unrealized Gains on Investments at beginning of year
|
$
|
147
|
|
|
$
|
78
|
|
|
$
|
111
|
|
Net change in unrealized gains (losses) (net of tax of $25, $29, $(8))
|
55
|
|
|
84
|
|
|
(12
|
)
|
|||
Reclassification to earnings - Net sales (net of tax of $(20), $(8), $(15))
(1)
|
(42
|
)
|
|
(13
|
)
|
|
(25
|
)
|
|||
Reclassification to earnings - Sundry income (expense) - net (net of tax of $-, $(1), $2)
(1)
|
—
|
|
|
(2
|
)
|
|
4
|
|
|||
Balance at end of period
|
$
|
160
|
|
|
$
|
147
|
|
|
$
|
78
|
|
Cumulative Translation Adjustments at beginning of year
|
328
|
|
|
72
|
|
|
367
|
|
|||
Translation adjustments (net of tax of $(6), $97, $(26))
|
169
|
|
|
256
|
|
|
(262
|
)
|
|||
Reclassification to earnings - Sundry income (expense) - net
(2)
|
(21
|
)
|
|
—
|
|
|
(33
|
)
|
|||
Balance at end of period
|
$
|
476
|
|
|
$
|
328
|
|
|
$
|
72
|
|
Pension and Other Postretirement Benefit Plans at beginning of year
|
(7,995
|
)
|
|
(6,134
|
)
|
|
(4,871
|
)
|
|||
Prior service credit arising during period (net of tax of $1, $-, $1)
(3)
|
5
|
|
|
—
|
|
|
1
|
|
|||
Net gain (loss) arising during period (net of tax of $876, $(1,037), $(657))
(3)
|
1,984
|
|
|
(2,222
|
)
|
|
(1,524
|
)
|
|||
Amortization of prior service cost included in net periodic pension costs (net of tax of $6, $7, $8)
(3)
|
15
|
|
|
15
|
|
|
19
|
|
|||
Amortization of net loss included in net periodic pension costs (net of tax of $266, $174, $130)
(3)
|
531
|
|
|
346
|
|
|
241
|
|
|||
Balance at end of period
|
$
|
(5,460
|
)
|
|
$
|
(7,995
|
)
|
|
$
|
(6,134
|
)
|
Accumulated Derivative Gain (Loss) at beginning of year
|
4
|
|
|
(12
|
)
|
|
(6
|
)
|
|||
Net hedging results
|
10
|
|
|
(7
|
)
|
|
(1
|
)
|
|||
Reclassification to earnings - Cost of sales (net of tax of $(8), $13, $(4))
(1) (4)
|
(17
|
)
|
|
23
|
|
|
(5
|
)
|
|||
Balance at end of period
|
$
|
(3
|
)
|
|
$
|
4
|
|
|
$
|
(12
|
)
|
Total accumulated other comprehensive loss
|
$
|
(4,827
|
)
|
|
$
|
(7,516
|
)
|
|
$
|
(5,996
|
)
|
(4)
|
Accumulated Derivative Gain (Loss) for 2012 and 2011 was presented in accordance with newly implemented ASU 2013-02.
|
Operating Segment Information
|
|
Electronic
and
Functional
Materials
|
|
|
Coatings
and
Infra-
structure
Solutions
|
|
|
Ag
Sciences
|
|
|
Perf
Materials
|
|
|
Perf Plastics
|
|
|
Feed-stocks
and Energy
|
|
|
Corp
|
|
|
Total
|
|
||||||||
In millions
|
||||||||||||||||||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sales to external customers
|
|
$
|
4,591
|
|
|
$
|
7,132
|
|
|
$
|
7,137
|
|
|
$
|
13,415
|
|
|
$
|
14,645
|
|
|
$
|
9,854
|
|
|
$
|
306
|
|
|
$
|
57,080
|
|
Intersegment revenues
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
40
|
|
|
(137
|
)
|
|
—
|
|
||||||||
Equity in earnings (losses) of nonconsolidated affiliates
|
|
112
|
|
|
121
|
|
|
6
|
|
|
(64
|
)
|
|
359
|
|
|
539
|
|
|
(39
|
)
|
|
1,034
|
|
||||||||
Restructuring charges (credits)
(2)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(15
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
||||||||
EBITDA
(3)
|
|
1,040
|
|
|
832
|
|
|
969
|
|
|
1,436
|
|
|
4,549
|
|
|
858
|
|
|
861
|
|
|
10,545
|
|
||||||||
Total assets
|
|
11,067
|
|
|
11,438
|
|
|
7,058
|
|
|
9,850
|
|
|
10,920
|
|
|
5,772
|
|
|
13,396
|
|
|
69,501
|
|
||||||||
Investment in nonconsolidated affiliates
|
|
579
|
|
|
1,140
|
|
|
88
|
|
|
100
|
|
|
1,289
|
|
|
224
|
|
|
1,081
|
|
|
4,501
|
|
||||||||
Depreciation and amortization
|
|
425
|
|
|
466
|
|
|
189
|
|
|
666
|
|
|
707
|
|
|
128
|
|
|
100
|
|
|
2,681
|
|
||||||||
Capital expenditures
|
|
139
|
|
|
181
|
|
|
319
|
|
|
159
|
|
|
332
|
|
|
1,172
|
|
|
—
|
|
|
2,302
|
|
||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sales to external customers
|
|
$
|
4,481
|
|
|
$
|
6,898
|
|
|
$
|
6,382
|
|
|
$
|
13,608
|
|
|
$
|
14,479
|
|
|
$
|
10,695
|
|
|
$
|
243
|
|
|
$
|
56,786
|
|
Intersegment revenues
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
107
|
|
|
—
|
|
|
43
|
|
|
(150
|
)
|
|
—
|
|
||||||||
Equity in earnings (losses) of nonconsolidated affiliates
|
|
94
|
|
|
50
|
|
|
1
|
|
|
(92
|
)
|
|
134
|
|
|
452
|
|
|
(103
|
)
|
|
536
|
|
||||||||
Goodwill impairment loss
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
220
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
220
|
|
||||||||
Restructuring charges (credits)
(2)
|
|
65
|
|
|
53
|
|
|
—
|
|
|
378
|
|
|
26
|
|
|
7
|
|
|
814
|
|
|
1,343
|
|
||||||||
EBITDA
(3)
|
|
958
|
|
|
823
|
|
|
977
|
|
|
1,036
|
|
|
3,018
|
|
|
718
|
|
|
(1,939
|
)
|
|
5,591
|
|
||||||||
Total assets
|
|
11,448
|
|
|
11,630
|
|
|
6,367
|
|
|
11,073
|
|
|
11,193
|
|
|
5,276
|
|
|
12,618
|
|
|
69,605
|
|
||||||||
Investment in nonconsolidated affiliates
|
|
462
|
|
|
1,041
|
|
|
86
|
|
|
167
|
|
|
1,264
|
|
|
128
|
|
|
973
|
|
|
4,121
|
|
||||||||
Depreciation and amortization
|
|
420
|
|
|
476
|
|
|
176
|
|
|
703
|
|
|
673
|
|
|
141
|
|
|
109
|
|
|
2,698
|
|
||||||||
Capital expenditures
|
|
268
|
|
|
269
|
|
|
316
|
|
|
287
|
|
|
264
|
|
|
1,163
|
|
|
47
|
|
|
2,614
|
|
||||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sales to external customers
|
|
$
|
4,599
|
|
|
$
|
7,200
|
|
|
$
|
5,655
|
|
|
$
|
14,647
|
|
|
$
|
16,257
|
|
|
$
|
11,302
|
|
|
$
|
325
|
|
|
$
|
59,985
|
|
Intersegment revenues
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
23
|
|
|
(114
|
)
|
|
—
|
|
||||||||
Equity in earnings (losses) of nonconsolidated affiliates
|
|
104
|
|
|
321
|
|
|
4
|
|
|
(31
|
)
|
|
303
|
|
|
561
|
|
|
(39
|
)
|
|
1,223
|
|
||||||||
Acquisition-related integration expenses
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
31
|
|
||||||||
EBITDA
(3)
|
|
1,084
|
|
|
1,167
|
|
|
913
|
|
|
1,748
|
|
|
3,440
|
|
|
940
|
|
|
(1,507
|
)
|
|
7,785
|
|
||||||||
Total assets
|
|
11,386
|
|
|
11,935
|
|
|
5,746
|
|
|
10,936
|
|
|
11,583
|
|
|
5,116
|
|
|
12,522
|
|
|
69,224
|
|
||||||||
Investment in nonconsolidated affiliates
|
|
350
|
|
|
1,104
|
|
|
50
|
|
|
198
|
|
|
1,376
|
|
|
127
|
|
|
200
|
|
|
3,405
|
|
||||||||
Depreciation and amortization
|
|
439
|
|
|
548
|
|
|
167
|
|
|
635
|
|
|
754
|
|
|
212
|
|
|
128
|
|
|
2,883
|
|
||||||||
Capital expenditures
|
|
247
|
|
|
365
|
|
|
352
|
|
|
567
|
|
|
251
|
|
|
886
|
|
|
19
|
|
|
2,687
|
|
(1)
|
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.
|
(2)
|
See Note
3
for information regarding restructuring charges.
|
(3)
|
A reconciliation of EBITDA to “Income Before Income Taxes” is provided below.
|
(4)
|
See Note
9
for information regarding the goodwill impairment loss.
|
(5)
|
See Note
4
for information regarding acquisition-related integration expenses.
|
Reconciliation of EBITDA to “Income Before Income Taxes”
In millions
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
EBITDA
|
|
$
|
10,545
|
|
|
$
|
5,591
|
|
|
$
|
7,785
|
|
- Depreciation and amortization
|
|
2,681
|
|
|
2,698
|
|
|
2,883
|
|
|||
+ Interest income
|
|
41
|
|
|
41
|
|
|
40
|
|
|||
- Interest expense and amortization of debt discount
|
|
1,101
|
|
|
1,269
|
|
|
1,341
|
|
|||
Income Before Income Taxes
|
|
$
|
6,804
|
|
|
$
|
1,665
|
|
|
$
|
3,601
|
|
Geographic Area Information
|
|
United States
|
|
|
Europe,
Middle East
and Africa
|
|
|
Rest of World
|
|
|
Total
|
|
||||
In millions
|
||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
||||||||
Sales to external customers
|
|
$
|
18,712
|
|
|
$
|
18,244
|
|
|
$
|
20,124
|
|
|
$
|
57,080
|
|
Long-lived assets
|
|
$
|
9,320
|
|
|
$
|
3,210
|
|
|
$
|
4,924
|
|
|
$
|
17,454
|
|
2012
|
|
|
|
|
|
|
|
|
||||||||
Sales to external customers
|
|
$
|
18,391
|
|
|
$
|
19,185
|
|
|
$
|
19,210
|
|
|
$
|
56,786
|
|
Long-lived assets
|
|
$
|
8,953
|
|
|
$
|
3,374
|
|
|
$
|
5,193
|
|
|
$
|
17,520
|
|
2011
|
|
|
|
|
|
|
|
|
||||||||
Sales to external customers
|
|
$
|
19,374
|
|
|
$
|
20,840
|
|
|
$
|
19,771
|
|
|
$
|
59,985
|
|
Long-lived assets
|
|
$
|
8,651
|
|
|
$
|
3,546
|
|
|
$
|
5,102
|
|
|
$
|
17,299
|
|
The Dow Chemical Company and Subsidiaries
|
Selected Quarterly Financial Data
|
In millions, except per share amounts (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
|
|
1st
|
|
|
2nd
|
|
|
3rd
|
|
|
4th
|
|
|
Year
|
|
|||||
Net sales
|
|
$
|
14,383
|
|
|
$
|
14,577
|
|
|
$
|
13,734
|
|
|
$
|
14,386
|
|
|
$
|
57,080
|
|
Cost of sales
|
|
11,707
|
|
|
12,103
|
|
|
11,716
|
|
|
12,068
|
|
|
47,594
|
|
|||||
Gross margin
|
|
2,676
|
|
|
2,474
|
|
|
2,018
|
|
|
2,318
|
|
|
9,486
|
|
|||||
Restructuring charges (credits)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
|||||
Net income available for common stockholders
|
|
550
|
|
|
2,340
|
|
|
594
|
|
|
963
|
|
|
4,447
|
|
|||||
Earnings per common share - basic
(1)
|
|
0.46
|
|
|
1.96
|
|
|
0.50
|
|
|
0.80
|
|
|
3.72
|
|
|||||
Earnings per common share - diluted
(1) (2)
|
|
0.46
|
|
|
1.87
|
|
|
0.49
|
|
|
0.79
|
|
|
3.68
|
|
|||||
Common stock dividends declared per share of common stock
|
|
0.32
|
|
|
0.32
|
|
|
0.32
|
|
|
0.32
|
|
|
1.28
|
|
|||||
Market price range of common stock:
(3)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
|
34.83
|
|
|
36.00
|
|
|
41.08
|
|
|
44.99
|
|
|
44.99
|
|
|||||
Low
|
|
30.63
|
|
|
29.81
|
|
|
32.05
|
|
|
38.04
|
|
|
29.81
|
|
In millions, except per share amounts (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2012
|
|
1st
|
|
|
2nd
|
|
|
3rd
|
|
|
4th
|
|
|
Year
|
|
|||||
Net sales
|
|
$
|
14,719
|
|
|
$
|
14,513
|
|
|
$
|
13,637
|
|
|
$
|
13,917
|
|
|
$
|
56,786
|
|
Cost of sales
|
|
12,285
|
|
|
12,200
|
|
|
11,368
|
|
|
11,939
|
|
|
47,792
|
|
|||||
Gross margin
|
|
2,434
|
|
|
2,313
|
|
|
2,269
|
|
|
1,978
|
|
|
8,994
|
|
|||||
Goodwill impairment loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
220
|
|
|
220
|
|
|||||
Restructuring charges
|
|
357
|
|
|
—
|
|
|
—
|
|
|
986
|
|
|
1,343
|
|
|||||
Net income (loss) available for common stockholders
|
|
412
|
|
|
649
|
|
|
497
|
|
|
(716
|
)
|
|
842
|
|
|||||
Earnings (loss) per common share - basic
(1)
|
|
0.35
|
|
|
0.55
|
|
|
0.42
|
|
|
(0.61
|
)
|
|
0.71
|
|
|||||
Earnings (loss) per common share - diluted
(1)
|
|
0.35
|
|
|
0.55
|
|
|
0.42
|
|
|
(0.61
|
)
|
|
0.70
|
|
|||||
Common stock dividends declared per share of common stock
|
|
0.25
|
|
|
0.32
|
|
|
0.32
|
|
|
0.32
|
|
|
1.21
|
|
|||||
Market price range of common stock:
(3)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
|
36.00
|
|
|
36.08
|
|
|
32.48
|
|
|
32.95
|
|
|
36.08
|
|
|||||
Low
|
|
29.27
|
|
|
29.27
|
|
|
28.45
|
|
|
27.45
|
|
|
27.45
|
|
(1)
|
Due to an increase in the share count and the allocation of income to participating securities, the sum of the four quarters may not equal the earnings per share amount calculated for the year.
|
(2)
|
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 the Company's common stock was included in the calculation of earnings per common share - diluted. See Note
13
for additional information.
|
(3)
|
Composite price as reported by the New York Stock Exchange.
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and Directors of the Company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.
|
/s/ ANDREW N. LIVERIS
|
|
|
|
/s/ WILLIAM H. WEIDEMAN
|
Andrew N. Liveris
|
|
|
|
William H. Weideman
|
President, Chief Executive Officer and
|
|
|
|
Chief Financial Officer and
|
Chairman of the Board
|
|
|
|
Executive Vice President
|
|
|
|
|
|
/s/ RONALD C. EDMONDS
|
|
|
|
|
Ronald C. Edmonds
|
|
|
|
|
Vice President and Controller
|
|
|
|
|
/
S
/ DELOITTE & TOUCHE LLP
|
Deloitte & Touche
LLP
|
Midland, Michigan
|
February 14, 2014
|
The Dow Chemical Company and Subsidiaries
|
PART IV, Item 15. Exhibits, Financial Statement Schedules.
|
(a)
|
The following documents are filed as part of this report:
|
(1)
|
The Company’s
2013
Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8. Financial Statements and Supplementary Data.
|
(2)
|
Financial Statement Schedules – The following Financial Statement Schedule should be read in conjunction with the Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm included in Part II, Item 8. Financial Statements and Supplementary Data:
|
Schedule II
|
|
Valuation and Qualifying Accounts
|
(3)
|
Exhibits – See the Exhibit Index for the exhibits filed with this Annual Report on Form 10-K or incorporated by reference. The following exhibits are filed with this Annual Report on Form 10-K:
|
Exhibit No.
|
|
Description of Exhibit
|
10(a)(ii)
|
|
An Amendment to The Dow Chemical Company Executives' Supplemental Retirement Plan, effective as of July 19, 2013.
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividend Requirements.
|
21
|
|
Subsidiaries of The Dow Chemical Company.
|
23(a)
|
|
Consent of Independent Registered Public Accounting Firm.
|
23(b)
|
|
Analysis, Research & Planning Corporation’s Consent.
|
31(a)
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31(b)
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32(a)
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32(b)
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
Additions to reserves for doubtful receivables charged to other accounts were classified as "Accounts and notes receivable - Other" in the consolidated balance sheets. These reserves relate to the Company's sale of trade accounts receivable. Anticipated credit losses in the portfolio of receivables sold are 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)
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
|
Deductions represent:
|
|
|
|
|
|
|
||||||
|
Notes and accounts receivable written off
|
|
$
|
28
|
|
|
$
|
62
|
|
|
$
|
18
|
|
|
Reclassification of reserve for cash discounts and returns to accounts receivable
|
|
—
|
|
|
21
|
|
|
—
|
|
|||
|
Credits to profit and loss
|
|
7
|
|
|
1
|
|
|
3
|
|
|||
|
Sale of trade accounts receivable (see Note 15 to the Consolidated Financial Statements)
|
|
1
|
|
|
3
|
|
|
—
|
|
|||
|
Miscellaneous other
|
|
2
|
|
|
5
|
|
|
4
|
|
|||
|
|
|
$
|
38
|
|
|
$
|
92
|
|
|
$
|
25
|
|
THE DOW CHEMICAL COMPANY
|
||
|
|
|
By
|
|
/
S
/ R. C. EDMONDS
|
|
|
R. C. Edmonds, Vice President and Controller
|
Date
|
|
February 13, 2014
|
|
|
|
|
|
||
By
|
|
/
S
/ A. A. ALLEMANG
|
|
By
|
|
/
S
/ A. N. LIVERIS
|
|
|
A. A. Allemang, Director
|
|
|
|
A. N. Liveris, Director, President, Chief Executive Officer and Chairman of the Board
|
Date
|
|
February 13, 2014
|
|
Date
|
|
February 13, 2014
|
|
|
|
|
|
||
|
|
|
|
|
|
|
By
|
|
/
S
/ A. BANGA
|
|
By
|
|
/
S
/ P. POLMAN
|
|
|
A. Banga, Director
|
|
|
|
P. Polman, Director
|
Date
|
|
February 13, 2014
|
|
Date
|
|
February 13, 2014
|
|
|
|
|
|
||
|
|
|
|
|
|
|
By
|
|
/
S
/ J. K. BARTON
|
|
By
|
|
/
S
/ D. H. REILLEY
|
|
|
J. K. Barton, Director
|
|
|
|
D. H. Reilley, Director
|
Date
|
|
February 13, 2014
|
|
Date
|
|
February 13, 2014
|
|
|
|
|
|
||
|
|
|
|
|
|
|
By
|
|
/
S
/ J. A. BELL
|
|
By
|
|
/
S
/ J. M. RINGLER
|
|
|
J. A. Bell, Director
|
|
|
|
J. M. Ringler, Director
|
Date
|
|
February 13, 2014
|
|
Date
|
|
February 13, 2014
|
|
|
|
|
|
||
|
|
|
|
|
|
|
By
|
|
/
S
/ R. C. EDMONDS
|
|
By
|
|
/
S
/ R. G. SHAW
|
|
|
R. C. Edmonds, Vice President and Controller
|
|
|
|
R. G. Shaw, Director
|
Date
|
|
February 13, 2014
|
|
Date
|
|
February 13, 2014
|
|
|
|
|
|
||
|
|
|
|
|
|
|
By
|
|
/
S
/ J. M. FETTIG
|
|
By
|
|
/
S
/ W. H. WEIDEMAN
|
|
|
J. M. Fettig, Lead Director
|
|
|
|
W. H. Weideman, Chief Financial Officer and Executive Vice President
|
Date
|
|
February 13, 2014
|
|
Date
|
|
February 13, 2014
|
The Dow Chemical Company and Subsidiaries
|
Trademark Listing
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
|
|
|
Exhibit Index
|
|
|
|
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
2(b)
|
Agreement and Plan of Merger, dated as of July 10, 2008, among The Dow Chemical Company, Ramses Acquisition Corp. and Rohm and Haas Company, incorporated by reference to Exhibit 2.1 to The Dow Chemical Company Current Report on Form 8-K filed on July 10, 2008.
|
2(c)
|
Joint Venture Formation Agreement, dated November 28, 2008, between The Dow Chemical Company and Petroleum Industries Company (K.S.C.), incorporated by reference to Exhibit 2.1 to The Dow Chemical Company Current Report on Form 8-K filed on February 19, 2009.
|
2(c)(i)
|
Deed Regarding Arbitration Award Payment, dated as of May 6, 2013, between The Dow Chemical Company and Petroleum Industries Company (K.S.C.), incorporated by reference to Exhibit 2(c)(i) to The Dow Chemical Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
|
2(e)
|
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 on Form 8-K/A filed on June 27, 2012.
|
2(e)(i)
|
First Amendment, effective June 1, 2012, to the Shareholders' Agreement, dated as of October 8, 2011, between Performance Chemicals Holding Company, Dow Saudi Arabia Holding B.V., Saudi Arabian Oil Company, Dow Europe Holding B.V. and The Dow Chemical Company, incorporated by reference to Exhibit 99.1 to The Dow Chemical Company Current Report on Form 8-K filed on February 14, 2013.
|
3(i)
|
The Restated Certificate of Incorporation of The Dow Chemical Company as filed with the Secretary of State, State of Delaware on May 17, 2010, incorporated by reference to Exhibit 3(i) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.
|
3(i)(a)
|
Certificate of Designations for the Cumulative Convertible Perpetual Preferred Stock, Series A, as originally filed with the Secretary of State, State of Delaware on March 31, 2009, incorporated by reference to Exhibit 3.1 to The Dow Chemical Company Current Report on Form 8-K filed on April 1, 2009; and as re-filed with the Secretary of State, State of Delaware on May 17, 2010.
|
3(ii)
|
The Bylaws of The Dow Chemical Company, as amended and re-adopted in full on October 12, 2011, effective October 12, 2011, incorporated by reference to Exhibit 99.1 to The Dow Chemical Company Current Report on Form 8-K filed on October 13, 2011.
|
4
|
Indenture, dated as of April 1, 1992, between The Dow Chemical Company and the First National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4.1 to The Dow Chemical Company's Registration Statement on Form S-3, File No. 333-88617 (the "S-3 Registration Statement")), as amended by the Supplemental Indenture, dated as of January 1, 1994, between The Dow Chemical Company and The First National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4.2 to the S-3 Registration Statement), as amended by the Second Supplemental Indenture, dated as of October 1, 1999, between The Dow Chemical Company and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as trustee (incorporated by reference to Exhibit 4.3 to the S-3 Registration Statement), as amended by the Third Supplemental Indenture, dated as of May 15, 2001, between The Dow Chemical Company and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as trustee (incorporated by reference to Exhibit 4.4 to The Dow Chemical Company's Registration Statement on Form S-4, File No. 333-67368); and all other such indentures that define the rights of holders of long-term debt of The Dow Chemical Company and its consolidated subsidiaries as shall be requested to be furnished to the Securities and Exchange Commission pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.
|
4(a)
|
Indenture, dated May 1, 2008, between The Dow Chemical Company and The Bank of New York Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to Post-Effective Amendment No. 1 to The Dow Chemical Company's Registration Statement on Form S-3, File No. 333-140859.
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
|
|
|
Exhibit Index
|
|
|
|
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
10(a)
|
The Dow Chemical Company Executives' Supplemental Retirement Plan, as amended, restated and effective as of April 14, 2010, incorporated by reference to Exhibit 10.1 to The Dow Chemical Company Current Report on Form 8-K filed on May 3, 2010.
|
10(a)(i)
|
An Amendment to The Dow Chemical Company Executives' Supplemental Retirement Plan, effective as of April 14, 2010, incorporated by reference to Exhibit 10.4 to The Dow Chemical Company Current Report on Form 8-K filed on May 3, 2010.
|
10(a)(ii)
|
An Amendment to The Dow Chemical Company Executives' Supplemental Retirement Plan, effective as of July 19, 2013.
|
10(c)
|
The Dow Chemical Company Voluntary Deferred Compensation Plan for Outside Directors (for deferrals made through December 31, 2004), as amended effective as of July 1, 1994, incorporated by reference to Exhibit 10(f) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 1994, as amended in the manner described in the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company held on May 14, 1998, incorporated by reference.
|
10(d)
|
Rohm and Haas Company Non-Qualified Retirement Plan, as amended and restated effective as of January 1, 2009, incorporated by reference to Exhibit 10.1 to The Dow Chemical Company Current Report on Form 8-K filed on February 17, 2011.
|
10(e)
|
The Dow Chemical Company Dividend Unit Plan, incorporated by reference to Exhibit 10(e) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
|
10(f)
|
The Dow Chemical Company 1988 Award and Option Plan, as amended and restated on December 10, 2008, effective as of January 1, 2009, incorporated by reference to Exhibit 10(f) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2008.
|
10(g)
|
Employment Offer Letter for Joe Harlan, President, Performance Materials and Executive Vice President of The Dow Chemical Company, incorporated by reference to Exhibit 10.3 to The Dow Chemical Company Current Report on Form 8-K filed on February 14, 2012.
|
10(h)
|
The Dow Chemical Company 1994 Executive Performance Plan, as amended and restated on December 10, 2008, effective as of January 1, 2009, incorporated by reference to Exhibit 10(h) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2008.
|
10(i)
|
The Dow Chemical Company 1994 Non-Employee Directors' Stock Plan, incorporated by reference to Exhibit 10(i) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
|
10(k)
|
A written description of the 1998 Non-Employee Director's Stock Incentive Plan, incorporated by reference to the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company held on May 14, 1998.
|
10(l)
|
A written description of compensation for Directors of The Dow Chemical Company, incorporated by reference to the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company to be held on May 15, 2014.
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
|
|
|
Exhibit Index
|
|
|
|
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
10(m)
|
A written description of the manner in which compensation is set for the Executive Officers of The Dow Chemical Company, incorporated by reference to the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company to be held on May 15, 2014.
|
10(o)
|
The template used for The Dow Chemical Company Key Employee Insurance Program (“KEIP”), which provides benefits using insurance policies that replace benefits otherwise payable under The Dow Chemical Company Executives' Supplemental Retirement Plan 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 for the Annual Meeting of Stockholders of The Dow Chemical Company to be held on May 15, 2014.
|
10(p)
|
The Dow Chemical Company Elective Deferral Plan (for deferrals made through December 31, 2004), as amended, restated and effective as of April 14, 2010, incorporated by reference to Exhibit 10.2 to The Dow Chemical Company Current Report on Form 8-K filed on May 3, 2010.
|
10(p)(i)
|
An Amendment to The Dow Chemical Company Elective Deferral Plan (for deferrals made through December 31, 2004), effective as of April 14, 2010, incorporated by reference to Exhibit 10.5 to The Dow Chemical Company Current Report on Form 8-K filed on May 3, 2010.
|
10(q)
|
The Rohm and Haas Company Non-Qualified Savings Plan (for deferrals made through December 31, 2004), amended and restated effective as of January 1, 2010, incorporated by reference to Exhibit 10.2 to The Dow Chemical Company Current Report on Form 8-K filed on February 18, 2010.
|
10(r)
|
The Rohm and Haas Company Non-Qualified Savings Plan (for deferrals made after January 1, 2005), amended and restated effective as of January 1, 2010, incorporated by reference to Exhibit 10.3 to The Dow Chemical Company Current Report on Form 8-K filed on February 18, 2010.
|
10(s)
|
The Summary Plan Description for The Dow Chemical Company Company-Paid Life Insurance Plan, Employee-Paid Life Insurance Plan, and Dependent Life Insurance Plan, amended and restated effective as of January 1, 2014, incorporated by reference to Exhibit 10.1 to The Dow Chemical Company Current Report on Form 8-K filed on February 13, 2014.
|
10(t)
|
The Summary Plan Description for The Dow Chemical Company Retiree Company-Paid Life Insurance Plan, Retiree Optional Life Insurance Plan, and Retiree Dependent Life Insurance Plan, amended and restated effective as of January 1, 2014, incorporated by reference to Exhibit 10.2 to The Dow Chemical Company Current Report on Form 8-K filed on February 13, 2014.
|
10(u)
|
Amended and Restated 2003 Non-Employee Directors' Stock Incentive Plan, adopted by the Board of Directors of The Dow Chemical Company on December 10, 2007, incorporated by reference to Exhibit 10(u) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2007.
|
10(v)
|
Non-Qualified Stock Option Agreement Pursuant to The Dow Chemical Company 1994 Non-Employee Directors' Stock Plan, incorporated by reference to Exhibit 10.1 to The Dow Chemical Company Current Report on Form 8-K filed on September 3, 2004.
|
10(w)
|
Non-Qualified Stock Option Agreement Pursuant to The Dow Chemical Company 2003 Non-Employee Directors' Stock Incentive Plan, incorporated by reference to Exhibit 10(w) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
|
|
|
Exhibit Index
|
|
|
|
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
10(x)
|
The Performance Shares Deferred Stock Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2009, incorporated by reference to Exhibit 10(x) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2008.
|
10(y)
|
The Deferred Stock Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2009, incorporated by reference to Exhibit 10(y) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2008.
|
10(z)
|
The Non-Qualified Stock Option Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2009, incorporated by reference to Exhibit 10(z) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2008.
|
10(cc)
|
The Dow Chemical Company Voluntary Deferred Compensation Plan for Non-Employee Directors, effective for deferrals after January 1, 2005, as amended and restated on December 10, 2008, effective as of January 1, 2009, incorporated by reference to Exhibit 10(cc) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2008.
|
10(dd)
|
The Dow Chemical Company Elective Deferral Plan, effective for deferrals after January 1, 2005, as amended, restated and effective as of April 14, 2010, incorporated by reference to Exhibit 10.3 to The Dow Chemical Company Current Report on Form 8-K filed on May 3, 2010.
|
10(dd)(i)
|
An Amendment to The Dow Chemical Company Elective Deferral Plan, effective for deferrals after January 1, 2005, effective as of April 14, 2010, incorporated by reference to Exhibit 10.6 to The Dow Chemical Company Current Report on Form 8-K filed on May 3, 2010.
|
10(ff)
|
Purchase and Sale Agreement dated as of September 30, 2005 between Catalysts, Adsorbents and Process Systems, Inc. and Honeywell Specialty Materials LLC, incorporated by reference to Exhibit 10(ff) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.
|
10(hh)
|
Employment agreement dated June 18, 2005, between William F. Banholzer and The Dow Chemical Company, incorporated by reference to the Current Report on Form 8-K filed on March 16, 2006.
|
10(ii)
|
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 December 31, 2008.
|
10(jj)
|
Change in Control Executive Severance Agreement - Tier 1, incorporated by reference to Exhibit 10(jj) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2007.
|
10(kk)
|
Change in Control Executive Severance Agreement - Tier 2, incorporated by reference to Exhibit 10(kk) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2007.
|
10(nn)
|
Investment Agreement, dated as of October 27, 2008, between The Dow Chemical Company and Berkshire Hathaway Inc., incorporated by reference to Exhibit 10.1 to The Dow Chemical Company Current Report on Form 8-K filed on October 27, 2008.
|
10(oo)
|
Investment Agreement, dated as of October 27, 2008, between The Dow Chemical Company and The Kuwait Investment Authority, incorporated by reference to Exhibit 10.2 to The Dow Chemical Company Current Report on Form 8-K filed on October 27, 2008.
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
|
|
|
Exhibit Index
|
|
|
|
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
10(ww)
|
The Deferred Stock Units Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010, incorporated by reference to Exhibit 10.7 to The Dow Chemical Company Current Report on Form 8-K filed on February 18, 2010.
|
10(xx)
|
The Special Deferred Stock Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010, incorporated by reference to Exhibit 10.8 to The Dow Chemical Company Current Report on Form 8-K filed on February 18, 2010.
|
10(yy)
|
The Performance Shares Deferred Stock Units Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010, incorporated by reference to Exhibit 10.9 to The Dow Chemical Company Current Report on Form 8-K filed on February 18, 2010.
|
10(zz)
|
The Special Performance Shares Deferred Stock Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010, incorporated by reference to Exhibit 10.10 to The Dow Chemical Company Current Report on Form 8-K filed on February 18, 2010.
|
10(aaa)
|
The Stock Appreciation Rights Agreement Relating to a Stock Option Granted Under The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010, incorporated by reference to Exhibit 10.11 to The Dow Chemical Company Current Report on Form 8-K filed on February 18, 2010.
|
10(bbb)
|
The Dow Chemical Company 2012 Stock Incentive Plan, effective as of May 10, 2012, incorporated by reference to Exhibit 10.1 to The Dow Chemical Company Current Report on Form 8-K filed on May 14, 2012.
|
10(ccc)
|
Performance Shares Deferred Stock Agreement Pursuant to The Dow Chemical Company 2012 Stock Incentive Plan, effective as of May 10, 2012, incorporated by reference to Exhibit 10(ccc) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
|
10(ddd)
|
Deferred Stock Agreement Pursuant to The Dow Chemical Company 2012 Stock Incentive Plan, effective as of May 10, 2012, incorporated by reference to Exhibit 10(ddd) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
|
10(eee)
|
Non-Qualified Stock Option Agreement Pursuant to The Dow Chemical Company 2012 Stock Incentive Plan, effective as of May 10, 2012, incorporated by reference to Exhibit 10(eee) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
|
12.1
|
Computation of Ratio of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividend Requirements.
|
14
|
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.
|
21
|
Subsidiaries of The Dow Chemical Company.
|
23(a)
|
Consent of Independent Registered Public Accounting Firm.
|
23(b)
|
Analysis, Research & Planning Corporation's Consent.
|
31(a)
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31(b)
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32(a)
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32(b)
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
99.3
|
Guarantee relating to the 5.60% Notes of Rohm and Haas Company, incorporated by reference to Exhibit 99.4 to The Dow Chemical Company Current Report on Form 8-K filed on April 1, 2009.
|
99.4
|
Guarantee relating to the 6.00% Notes of Rohm and Haas Company, incorporated by reference to Exhibit 99.5 to The Dow Chemical Company Current Report on Form 8-K filed on April 1, 2009.
|
99.5
|
Guarantee relating to the 9.80% Debentures of Rohm and Haas Company, incorporated by reference to Exhibit 99.6 to The Dow Chemical Company Current Report on Form 8-K filed on April 1, 2009.
|
101.INS
|
XBRL Instance Document.
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
Exhibit 10(a)(ii)
|
|
|
|
1.
|
Article I of the Plan is hereby amended to add the following new definitions thereto (with the remaining definitions and any cross-references thereto being renumbered accordingly):
|
a.
|
With respect to a Participant who has a benefit under Appendix A of the Plan, January 1 of the calendar year immediately following the calendar year in which such Participant’s Separation from Service Date occurs.
|
b.
|
With respect to a Participant who does not have a benefit under Appendix A of the Plan, the first day of the month immediately following the month in which such Participant’s Separation from Service Date occurs.
|
2.
|
Article IV of the Plan is hereby amended to add thereto the following new Sections 4.02 and 4.03:
|
4.02
|
OPTIONAL LUMP SUM DISTRIBUTION
|
|
|
Exhibit 10(a)(ii)
|
|
|
|
a.
|
Eligibility
|
b.
|
Election of Lump Sum Distribution
|
c.
|
Coordination with Lump Sum Option Under Appendix A
|
d.
|
Payment Date
|
e.
|
Death
|
i.
|
If a Participant who has validly elected a Lump Sum Distribution dies after Separation from Service but before such Lump Sum Distribution is paid to him,
|
|
|
Exhibit 10(a)(ii)
|
|
|
|
ii.
|
If a Participant who has elected a Lump Sum Distribution dies before Separation from Service, his election shall be void and his Beneficiary shall receive the payment set forth in Section 4.01(c).
|
iii.
|
If a Participant dies after receiving a Lump Sum Distribution, no death benefit shall be payable from the Plan on his behalf (unless such Participant still has a death benefit payable under Appendix A).
|
f.
|
No Other Payments
|
4.03
|
AMOUNT OF LUMP SUM DISTRIBUTION
|
a.
|
If a Participant is eligible for a Lump Sum Distribution under Section 4.02(a), the amount of his Lump Sum Distribution shall equal:
|
i.
|
the sum of
|
A.
|
such Participant’s DEPP Lump Sum Benefit (if he has a DEPP Component Supplemental Retirement Benefit under Section 3.04),
|
B.
|
his Restricted Lump Sum Benefit (if he has a Restricted Benefit under Part A), and
|
C.
|
his Cadre Lump Sum Benefit (if he has a Cadre Benefit under Part C);
|
ii.
|
minus the amount of his Lump Sum Option, if any, under Appendix A (assuming for this purpose that such amount is paid on the Lump Sum Determination Date);
|
|
|
Exhibit 10(a)(ii)
|
|
|
|
b.
|
Interest Adjustments
. The amount determined under paragraph (a) above shall be increased with interest from the Participant’s Lump Sum Determination Date through the payment date set forth in Section 4.02(d) at the rate of return, compounded monthly, under the Ten-Year U.S. Treasury Note Plus Fund established under The Dow Chemical Company Elective Deferral Plan (Post-2004) (the “EDP”), or the comparable fund under the EDP if the Ten-Year U.S. Treasury Note Plus Fund is no longer offered under the EDP.
|
c.
|
DEPP Component Supplemental Retirement Benefit
. If a Participant is eligible for a DEPP Component Supplemental Retirement Benefit, his DEPP Lump Sum Benefit shall equal:
|
i.
|
The amount of the Participant’s Current Formula Benefit calculated as provided in Article IV of DEPP as of his Separation from Service Date, but determined: (A) by using Compensation as defined in this Plan rather than compensation as defined in DEPP; (B) before the application of the Benefit Conversion Factor or the crediting of any interest under DEPP; and (C) without regard to the benefit limitations under Code section 415; reduced by
|
ii.
|
The amount of the Participant’s Current Formula Benefit calculated as provided in Article IV of DEPP as of his Separation from Service Date but before the application of the Benefit Conversion Factor or the crediting of any interest under DEPP.
|
d.
|
Restricted Benefit
. If a Participant is eligible for a Restricted Benefit, his Restricted Lump Sum Benefit shall equal the net value of his Restricted Benefit expressed as an account balance. Such amount shall be determined as of the Participant’s Lump Sum Determination Date by the Plan’s actuaries in accordance with Section 3.01 and such rules as may be prescribed by the Administrator.
|
|
|
Exhibit 10(a)(ii)
|
|
|
|
e.
|
Cadre Benefit
. If a Participant is eligible for a Cadre Benefit, his Cadre Lump Sum Benefit shall equal the net value of his Cadre benefit expressed as an account balance. Such amount shall be determined as of the Participant’s Lump Sum Determination Date by the Plan’s actuaries in accordance with Section 3.06 and such rules as may be prescribed by the Administrator.
|
3.
|
Nothing in this Amendment is intended to create a material modification (within the meaning of Treas. Reg. § 1.409A-6(a)(4)) in the benefits provided under Appendix A of the Plan, nor shall any provision of this Amendment be construed to create such a material modification.
|
Reviewed by Plan Administrator:
|
/s/ ANDREW FLOOD
|
|
Andrew Flood
|
|
|
Reviewed by Legal Department:
|
/s/ KARA GORDON
|
|
Kara Gordon
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
EXHIBIT 12.1
|
|
|
|
|
|
|
|||||||||||||||
|
For the Years Ended December 31
|
||||||||||||||
In millions, except ratios (Unaudited)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|||||
Income from Continuing Operations Before
Income Taxes
|
$
|
6,804
|
|
$
|
1,665
|
|
$
|
3,601
|
|
$
|
2,802
|
|
$
|
469
|
|
Add (deduct):
|
|
|
|
|
|
||||||||||
Equity in earnings of nonconsolidated affiliates
|
(1,034
|
)
|
(536
|
)
|
(1,223
|
)
|
(1,112
|
)
|
(630
|
)
|
|||||
Distributed income of earnings of
nonconsolidated affiliates
|
905
|
|
823
|
|
1,016
|
|
668
|
|
690
|
|
|||||
Capitalized interest
|
(78
|
)
|
(84
|
)
|
(90
|
)
|
(72
|
)
|
(61
|
)
|
|||||
Amortization of capitalized interest
|
91
|
|
90
|
|
100
|
|
95
|
|
91
|
|
|||||
Preferred security dividends
|
—
|
|
—
|
|
—
|
|
—
|
|
(20
|
)
|
|||||
Adjusted earnings
|
$
|
6,688
|
|
$
|
1,958
|
|
$
|
3,404
|
|
$
|
2,381
|
|
$
|
539
|
|
Fixed charges:
|
|
|
|
|
|
||||||||||
Interest expense and amortization of debt
discount
|
$
|
1,101
|
|
$
|
1,269
|
|
$
|
1,341
|
|
$
|
1,473
|
|
$
|
1,571
|
|
Capitalized interest
|
78
|
|
84
|
|
90
|
|
72
|
|
61
|
|
|||||
Preferred security dividends
|
—
|
|
—
|
|
—
|
|
—
|
|
20
|
|
|||||
Rental expense – interest component
|
122
|
|
120
|
|
112
|
|
95
|
|
107
|
|
|||||
Total fixed charges
|
$
|
1,301
|
|
$
|
1,473
|
|
$
|
1,543
|
|
$
|
1,640
|
|
$
|
1,759
|
|
Earnings available for the payment of
fixed charges
|
$
|
7,989
|
|
$
|
3,431
|
|
$
|
4,947
|
|
$
|
4,021
|
|
$
|
2,298
|
|
Ratio of earnings to fixed charges
|
6.1
|
|
2.3
|
|
3.2
|
|
2.5
|
|
1.3
|
|
|||||
|
|
|
|
|
|
||||||||||
Earnings required for combined fixed
charges and preferred stock dividends:
|
|
|
|
|
|
||||||||||
Preferred stock dividends
|
$
|
340
|
|
$
|
340
|
|
$
|
340
|
|
$
|
340
|
|
$
|
312
|
|
Adjustment to pretax basis (at 35 percent)
|
183
|
|
183
|
|
183
|
|
183
|
|
168
|
|
|||||
Preferred stock dividends - pretax
|
$
|
523
|
|
$
|
523
|
|
$
|
523
|
|
$
|
523
|
|
$
|
480
|
|
Combined fixed charges and preferred stock
dividend requirements
|
$
|
1,824
|
|
$
|
1,996
|
|
$
|
2,066
|
|
$
|
2,163
|
|
$
|
2,239
|
|
Ratio of earnings to combined fixed charges
and preferred stock dividend requirements
|
4.4
|
|
1.7
|
|
2.4
|
|
1.9
|
|
1.0
|
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
||||||||||||
At December 31, 2013
|
||||||||||||||||||
|
Location*
|
|||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
||||||||||||||||||
The Dow Chemical Company
|
|
|
|
|
|
Delaware
|
||||||||||||
|
Advanced Electrolyte Technologies LLC
|
Delaware
|
||||||||||||||||
|
Arabian Chemical Company (Latex) Ltd.
|
Saudi Arabia
|
||||||||||||||||
|
Arabian Chemical Company (Polystyrene) Limited
|
Saudi Arabia
|
||||||||||||||||
|
Battleground Water Company
|
Texas
|
||||||||||||||||
|
Biotechnology Research and Development Corporation
|
Delaware
|
||||||||||||||||
|
Buildscape, Inc.
|
Florida
|
||||||||||||||||
|
Buildscape, LLC
|
Delaware
|
||||||||||||||||
|
CanStates Holdings Inc.
|
Oklahoma
|
||||||||||||||||
|
|
ANGUS Chemical Company
|
Delaware
|
|||||||||||||||
|
CD Polymers Inc.
|
Delaware
|
||||||||||||||||
|
Centen Ag Inc.
|
Delaware
|
||||||||||||||||
|
|
Dow AgroSciences LLC
|
Delaware
|
|||||||||||||||
|
|
DowBrands Inc.
|
Delaware
|
|||||||||||||||
|
|
Mycogen Corporation
|
California
|
|||||||||||||||
|
Chemars III LLC
|
Delaware
|
||||||||||||||||
|
Chemtech II L.P.
|
Delaware
|
||||||||||||||||
|
Clean Filtration Technologies LLC
|
Delaware
|
||||||||||||||||
|
DC Partnership Management Inc.
|
Delaware
|
||||||||||||||||
|
|
DowBrands L.P.
|
Delaware
|
|||||||||||||||
|
DCOMCO, Inc.
|
Delaware
|
||||||||||||||||
|
Denmerco Inc.
|
Delaware
|
||||||||||||||||
|
Diamond Capital Management Inc.
|
Delaware
|
||||||||||||||||
|
Dofinco, Inc.
|
Delaware
|
||||||||||||||||
|
Dow Business Services LLC
|
Delaware
|
||||||||||||||||
|
Dow Capital International LLC
|
Delaware
|
||||||||||||||||
|
Dow Chemical (Australia) Limited
|
Australia
|
||||||||||||||||
|
|
Dow Australia Superannuation Fund Pty Limited
|
Australia
|
|||||||||||||||
|
Dow Chemical (China) Investment Company Limited
|
China
|
||||||||||||||||
|
|
Dow Chemical (Guangzhou) Company Limited
|
China
|
|||||||||||||||
|
|
Dow Chemical (Shanghai) Company Limited
|
China
|
|||||||||||||||
|
|
Dow Chemical (Zhangjiagang) Company Limited
|
China
|
|||||||||||||||
|
|
Guangdong Zhongshan Amerchol Specialty Chemicals Co., Ltd.
|
China
|
|||||||||||||||
|
|
Zhejiang Pacific Chemical Corporation
|
China
|
|||||||||||||||
|
Dow Chemical (NZ) Limited
|
New Zealand
|
||||||||||||||||
|
Dow Chemical (Singapore) Private Limited
|
Singapore
|
||||||||||||||||
|
|
Dow Chemical International Pvt. Ltd.
|
India
|
|||||||||||||||
|
|
PT Dow Indonesia
|
Indonesia
|
|||||||||||||||
|
|
|
PT Dow Manufacturing Indonesia
|
Indonesia
|
||||||||||||||
|
Dow Chemical China Holdings Pte. Ltd.
|
Singapore
|
||||||||||||||||
|
Dow Chemical Delaware Corp.
|
Delaware
|
||||||||||||||||
|
|
Chemtech II L.P.
|
Delaware
|
|||||||||||||||
|
|
|
Chemtech Portfolio Inc.
|
Texas
|
||||||||||||||
|
|
|
Chemtech Portfolio II Inc.
|
Michigan
|
||||||||||||||
|
Dow Chemical International Ltd.
|
Delaware
|
||||||||||||||||
|
|
Dow Chemical Thailand Ltd.
|
Thailand
|
|||||||||||||||
|
|
Dow International Holdings Company
|
Delaware
|
|||||||||||||||
|
|
Dow International Holdings S.A.
|
Switzerland
|
|||||||||||||||
|
|
Pacific Plastics (Thailand) Limited
|
Thailand
|
|||||||||||||||
|
|
Petroquimica-Dow S.A. (Petrodow)
|
Chile
|
|||||||||||||||
|
Dow Chemical Korea Limited
|
Korea
|
||||||||||||||||
|
Dow Chemical Kuwait B.V.
|
Netherlands
|
||||||||||||||||
|
Dow Chemical Pacific (Singapore) Private Limited
|
Singapore
|
||||||||||||||||
|
|
A-Tec Chemical Pte. Ltd.
|
Singapore
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
||||||||||||
At December 31, 2013
|
||||||||||||||||||
|
Location*
|
|||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
||||||||||||||||||
|
|
|
A-Tec Chemical Science (Beijing) Company Limited
|
China
|
||||||||||||||
|
|
Dow Chemical (Malaysia) Sdn. Bhd.
|
Malaysia
|
|||||||||||||||
|
|
Dow Chemical International Pvt. Ltd.
|
India
|
|||||||||||||||
|
|
Dow Chemical Pacific Limited
|
Hong Kong
|
|||||||||||||||
|
|
PT Dow Indonesia
|
Indonesia
|
|||||||||||||||
|
|
PT Dow Manufacturing Indonesia
|
Indonesia
|
|||||||||||||||
|
Dow Chemical Taiwan Limited
|
Taiwan
|
||||||||||||||||
|
Dow Chemical Telecommunications Corp.
|
Delaware
|
||||||||||||||||
|
Dow Chemical Tianjin Holdings Pte. Ltd.
|
Singapore
|
||||||||||||||||
|
|
Dow Chemical (Tianjin) Company Limited
|
China
|
|||||||||||||||
|
Dow Credit Corporation
|
Delaware
|
||||||||||||||||
|
Dow Customs & Trade LLC
|
Delaware
|
||||||||||||||||
|
Dow Deutschland Inc.
|
Delaware
|
||||||||||||||||
|
|
Dow Chemical Inter-American Limited
|
Delaware
|
|||||||||||||||
|
|
|
Dow Quimica de Colombia S.A.
|
Colombia
|
||||||||||||||
|
Dow Deutschland Management Inc.
|
Delaware
|
||||||||||||||||
|
Dow Engineering Company
|
Delaware
|
||||||||||||||||
|
|
Dow Engineering, Inc.
|
Michigan
|
|||||||||||||||
|
Dow Environmental Inc.
|
Delaware
|
||||||||||||||||
|
Dow Financial Services Inc.
|
Delaware
|
||||||||||||||||
|
Dow Global Technologies LLC
|
Delaware
|
||||||||||||||||
|
|
Chemtech Portfolio Inc.
|
Texas
|
|||||||||||||||
|
|
|
Stonehenge Community Development XVII, LLC
|
Delaware
|
||||||||||||||
|
|
Dow Technology Investments LLC
|
Delaware
|
|||||||||||||||
|
Dow Holdings LLC
|
Delaware
|
||||||||||||||||
|
|
Dow Corning Corporation
|
Michigan
|
|||||||||||||||
|
|
Dow Hydrocarbons and Resources LLC
|
Delaware
|
|||||||||||||||
|
|
|
Cayuse Pipeline, Inc.
|
Texas
|
||||||||||||||
|
|
|
Dow Intrastate Gas Company
|
Louisiana
|
||||||||||||||
|
|
|
Dow Pipeline Company
|
Texas
|
||||||||||||||
|
|
|
K/D/S Promix, LLC
|
Texas
|
||||||||||||||
|
|
|
Midland Pipeline Corp.
|
Delaware
|
||||||||||||||
|
|
|
|
Fort Saskatchewan Ethylene Storage Corporation
|
Canada
|
|||||||||||||
|
|
|
|
|
Fort Saskatchewan Ethylene Storage Limited Partnership
|
Canada
|
||||||||||||
|
|
DowBrands L.P.
|
Delaware
|
|||||||||||||||
|
Dow Internacional Mexicana S.A. de C.V.
|
Mexico
|
||||||||||||||||
|
Dow International B.V.
|
Netherlands
|
||||||||||||||||
|
Dow International Financial Services
|
Ireland
|
||||||||||||||||
|
|
Dow Capital Public Limited Company
|
Ireland
|
|||||||||||||||
|
Dow International Holdings Company
|
Delaware
|
||||||||||||||||
|
|
DC Spectrum Holding C.V.
|
Netherlands
|
|||||||||||||||
|
|
|
Coöperatieve DC Prisma Holding U.A.
|
Netherlands
|
||||||||||||||
|
|
|
|
Dow Dutch Holding B.V.
|
Netherlands
|
|||||||||||||
|
|
|
|
|
DC Galaxy Holding C.V.
|
Netherlands
|
||||||||||||
|
|
|
|
|
Dow International Holdings S.A.
|
Switzerland
|
||||||||||||
|
|
|
|
|
|
3243424 Nova Scotia Company
|
Canada
|
|||||||||||
|
|
|
|
|
|
DC Galaxy Holding C.V.
|
Netherlands
|
|||||||||||
|
|
|
|
|
|
|
Dow Europe Holding B.V.
|
Netherlands
|
||||||||||
|
|
|
|
|
|
|
|
Acima AG fur Chemische Industrie
|
Switzerland
|
|||||||||
|
|
|
|
|
|
|
|
BASF DOW HPPO B.V.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
BASF DOW HPPO Technology B.V.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
Dow Austria Gesellschaft m.b.H.
|
Austria
|
|||||||||
|
|
|
|
|
|
|
|
Dow Bahrain Holding W.L.L.
|
Bahrain
|
|||||||||
|
|
|
|
|
|
|
|
Dow Belgium B.V.B.A.
|
Belgium
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
||||||||||||
At December 31, 2013
|
||||||||||||||||||
|
Location*
|
|||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
||||||||||||||||||
|
|
|
|
|
|
|
|
Dow Benelux B.V.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Netwerk B.V.
|
Netherlands
|
||||||||
|
|
|
|
|
|
|
|
|
Emergo Finance C.V.
|
Netherlands
|
||||||||
|
|
|
|
|
|
|
|
|
Polyol Belgium B.V.B.A.
|
Belgium
|
||||||||
|
|
|
|
|
|
|
|
|
Valuepark Terneuzen Beheer B.V.
|
Netherlands
|
||||||||
|
|
|
|
|
|
|
|
|
|
Valuepark Terneuzen C.V.
|
Netherlands
|
|||||||
|
|
|
|
|
|
|
|
Dow Beteiligungsgesellschaft mbH & Co. KG
|
Germany
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Olefinverbund GmbH
|
Germany
|
||||||||
|
|
|
|
|
|
|
|
Dow Chemical Company Limited
|
United Kingdom
|
|||||||||
|
|
|
|
|
|
|
|
|
Ascot Group Pension Trustees Limited
|
United Kingdom
|
||||||||
|
|
|
|
|
|
|
|
|
Cromarty Petroleum Company Limited
|
United Kingdom
|
||||||||
|
|
|
|
|
|
|
|
|
Dow Chemical Services UK Limited
|
United Kingdom
|
||||||||
|
|
|
|
|
|
|
|
|
Dow Services Trustees UK Limited
|
United Kingdom
|
||||||||
|
|
|
|
|
|
|
|
|
Haltermann Pension Trustees Limited
|
United Kingdom
|
||||||||
|
|
|
|
|
|
|
|
|
Hyperlast Limited
|
United Kingdom
|
||||||||
|
|
|
|
|
|
|
|
|
|
ALH Rail Coatings Limited
|
United Kingdom
|
|||||||
|
|
|
|
|
|
|
|
|
|
Xitrack Limited
|
United Kingdom
|
|||||||
|
|
|
|
|
|
|
|
|
Suter Limited
|
United Kingdom
|
||||||||
|
|
|
|
|
|
|
|
Dow Chemical East Africa Limited
|
Kenya
|
|||||||||
|
|
|
|
|
|
|
|
Dow Chemical Iberica S.L.
|
Spain
|
|||||||||
|
|
|
|
|
|
|
|
|
Terminal de Atraque de Productos Petroquimicos, A.I.E.
|
Spain
|
||||||||
|
|
|
|
|
|
|
|
|
Transformadora de Etileno A.I.E.
|
Spain
|
||||||||
|
|
|
|
|
|
|
|
Dow Chemical Korea Limited
|
Korea
|
|||||||||
|
|
|
|
|
|
|
|
Dow Chemical OOO
|
Russia
|
|||||||||
|
|
|
|
|
|
|
|
Dow Chemical Romania S.R.L.
|
Romania
|
|||||||||
|
|
|
|
|
|
|
|
Dow Chemical West Africa Limited
|
Ghana
|
|||||||||
|
|
|
|
|
|
|
|
Dow Deutschland Verwaltungs Vertriebs GmbH
|
Germany
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Deutschland Vertriebs GmbH & Co. OHG
|
Germany
|
||||||||
|
|
|
|
|
|
|
|
Dow Europe GmbH
|
Switzerland
|
|||||||||
|
|
|
|
|
|
|
|
|
Dolpa S.a.r.l.
|
Luxembourg
|
||||||||
|
|
|
|
|
|
|
|
|
Dow Chemical IMEA GmbH
|
Switzerland
|
||||||||
|
|
|
|
|
|
|
|
|
Dow Contract Services FZE
|
Dubai
|
||||||||
|
|
|
|
|
|
|
|
|
Dow Egypt Services Limited
|
Egypt
|
||||||||
|
|
|
|
|
|
|
|
|
Dow International Finance S.a.r.l.
|
Luxembourg
|
||||||||
|
|
|
|
|
|
|
|
|
Dow Mideast Systems S.A.E. (JSC)
|
Egypt
|
||||||||
|
|
|
|
|
|
|
|
Dow France S.A.S.
|
France
|
|||||||||
|
|
|
|
|
|
|
|
Dow Hellas A.E.
|
Greece
|
|||||||||
|
|
|
|
|
|
|
|
Dow Hungary Kft.
|
Hungary
|
|||||||||
|
|
|
|
|
|
|
|
Dow InterBranch B.V.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
|
Business Process Service Center Terneuzen B.V.
|
Netherlands
|
||||||||
|
|
|
|
|
|
|
|
|
Dow Bahrain Holding W.L.L.
|
Bahrain
|
||||||||
|
|
|
|
|
|
|
|
|
Dow Chemical East Africa Limited
|
Kenya
|
||||||||
|
|
|
|
|
|
|
|
|
Dow Danmark A/S
|
Denmark
|
||||||||
|
|
|
|
|
|
|
|
|
Dow Mideast Systems S.A.E. (JSC)
|
Egypt
|
||||||||
|
|
|
|
|
|
|
|
|
Dow Norge A/S
|
Norway
|
||||||||
|
|
|
|
|
|
|
|
|
Dow Saudi Arabia Company
|
Saudi Arabia
|
||||||||
|
|
|
|
|
|
|
|
|
Dow Turkiye Kimya Sanayi ve Ticaret Limited Sirketi
|
Turkey
|
||||||||
|
|
|
|
|
|
|
|
|
Nedastra International C.V.
|
Netherlands
|
||||||||
|
|
|
|
|
|
|
|
|
Santa Vitoria Acucar e Alcool Ltda.
|
Brazil
|
||||||||
|
|
|
|
|
|
|
|
Dow Italia s.r.l.
|
Italy
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow AgroSciences Italia s.r.l.
|
Italy
|
||||||||
|
|
|
|
|
|
|
|
|
Dow Italia Divisione Commerciale s.r.l.
|
Italy
|
||||||||
|
|
|
|
|
|
|
|
Dow Mideast Systems S.A.E. (JSC)
|
Egypt
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Egypt Services Limited
|
Egypt
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
||||||||||||
At December 31, 2013
|
||||||||||||||||||
|
Location*
|
|||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
||||||||||||||||||
|
|
|
|
|
|
|
|
Dow Narmer Holding B.V.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas (UK) Holdings Ltd.
|
United Kingdom
|
||||||||
|
|
|
|
|
|
|
|
|
|
Morton International Limited
|
United Kingdom
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Electronic Materials Europe Ltd.
|
United Kingdom
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas UK Investment Ltd.
|
United Kingdom
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas (UK) Limited
|
United Kingdom
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas (Scotland) Limited
|
United Kingdom
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Electronic Materials AB
|
Sweden
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Electronic Materials Holdings UK Ltd.
|
United Kingdom
|
||||
|
|
|
|
|
|
|
|
Dow Olefinverbund GmbH
|
Germany
|
|||||||||
|
|
|
|
|
|
|
|
|
ANGUS Chemie GmbH
|
Germany
|
||||||||
|
|
|
|
|
|
|
|
|
|
Dow Stade Produktions GmbH & Co. OHG
|
Germany
|
|||||||
|
|
|
|
|
|
|
|
|
|
Dow Wolff Cellulosics GmbH & Co. OHG
|
Germany
|
|||||||
|
|
|
|
|
|
|
|
|
Dow AgroSciences GmbH
|
Germany
|
||||||||
|
|
|
|
|
|
|
|
|
Dow Deutschland Anlagengesellschaft mbH
|
Germany
|
||||||||
|
|
|
|
|
|
|
|
|
|
Dow Wolff Cellulosics GmbH
|
Germany
|
|||||||
|
|
|
|
|
|
|
|
|
Dow MF Verwaltungs GmbH
|
Germany
|
||||||||
|
|
|
|
|
|
|
|
|
|
Dow MF Produktion GmbH & Co. OHG
|
Germany
|
|||||||
|
|
|
|
|
|
|
|
|
Dow Pipeline Gesellschaft mbH & Co. KG
|
Germany
|
||||||||
|
|
|
|
|
|
|
|
|
Dow Pipeline Verwaltungsgesellschaft mbH
|
Germany
|
||||||||
|
|
|
|
|
|
|
|
|
SAFECHEM Europe GmbH
|
Germany
|
||||||||
|
|
|
|
|
|
|
|
|
|
Dow Deutschland Vertriebs GmbH & Co. OHG
|
Germany
|
|||||||
|
|
|
|
|
|
|
|
|
|
Dow MF Produktion GmbH & Co. OHG
|
Germany
|
|||||||
|
|
|
|
|
|
|
|
|
|
Dow Stade Produktions GmbH & Co. OHG
|
Germany
|
|||||||
|
|
|
|
|
|
|
|
|
|
Dow Wolff Cellulosics GmbH & Co. OHG
|
Germany
|
|||||||
|
|
|
|
|
|
|
|
Dow Polska Sp.z.o.o.
|
Poland
|
|||||||||
|
|
|
|
|
|
|
|
Dow Portugal Produtos Quimicos, Unipessoal, Lda.
|
Portugal
|
|||||||||
|
|
|
|
|
|
|
|
Dow Saudi Arabia Company
|
Saudi Arabia
|
|||||||||
|
|
|
|
|
|
|
|
Dow Saudi Arabia Holding B.V.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
Dow Saudi Arabia Product Marketing B.V.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
Dow Southern Africa (Pty) Ltd
|
South Africa
|
|||||||||
|
|
|
|
|
|
|
|
Dow Suomi OY
|
Finland
|
|||||||||
|
|
|
|
|
|
|
|
Dow Sverige AB
|
Sweden
|
|||||||||
|
|
|
|
|
|
|
|
Dow Turkiye Kimya Sanayi ve Ticaret Limited Sirketi
|
Turkey
|
|||||||||
|
|
|
|
|
|
|
|
Dow (Wilton) Limited
|
United Kingdom
|
|||||||||
|
|
|
|
|
|
|
|
Dow Zwijndrecht B.V.B.A.
|
Belgium
|
|||||||||
|
|
|
|
|
|
|
|
DowAksa Advanced Composites Holdings B.V.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
HPPO Holding & Finance C.V.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
MEGlobal B.V.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
MTP HPJV C.V.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
MTP HPJV Management B.V.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
Nedastra International C.V.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
|
Nedastra Holding B.V.
|
Netherlands
|
||||||||
|
|
|
|
|
|
|
|
Polyol Belgium B.V.B.A.
|
Belgium
|
|||||||||
|
|
|
|
|
|
|
|
Rohm and Haas Bermuda Partner I GP
|
Bermuda
|
|||||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas Denmark Bermuda GP ApS
|
Denmark
|
||||||||
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Bermuda GP
|
Bermuda
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Denmark Holding Company ApS
|
Denmark
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
Finndisp Ltd.
|
Russia
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Limited Liability Company "Rohm and Haas"
|
Russia
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas B.V.
|
Netherlands
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Espana Production Holding, S.L.
|
Spain
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Espana, S.L.
|
Spain
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Europe Sales ApS
|
Denmark
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
||||||||||||
At December 31, 2013
|
||||||||||||||||||
|
Location*
|
|||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas International SNC
|
France
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Europe Services ApS
|
Denmark
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Europe Trading ApS
|
Denmark
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
RH Switzerland Production Holding GmbH
|
Switzerland
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Electronic Materials Schweiz GmbH
|
Switzerland
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Nordiska AB
|
Sweden
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas South Africa (PTY) Limited
|
South Africa
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas France Finance SAS
|
France
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Italia S.r.l.
|
Italy
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Kimya Sanayi Limited Sirketi
|
Turkey
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Kimya Ticaret Limited Sirketi
|
Turkey
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Kimyasal Urunler Uretim Dagitim ve Ticaret A.S.
|
Turkey
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas International SNC
|
France
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas France S.A.S.
|
France
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Morton International S.A.S.
|
France
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Polska Sp. z o.o.
|
Poland
|
|||||
|
|
|
|
|
|
|
|
Rohm and Haas Bermuda Partner II GP
|
Bermuda
|
|||||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas Bermuda GP
|
Bermuda
|
||||||||
|
|
|
|
|
|
|
|
Rohm and Haas Finland Oy
|
Finland
|
|||||||||
|
|
|
|
|
|
|
|
Rohm and Haas Nederland B.V.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
RUS Polyurethanes Holding B.V.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Izolan OOO
|
|
|
Russia
|
||||||
|
|
|
|
|
|
|
|
|
Dow Izolan Ukraine LLC
|
Ukraine
|
||||||||
|
|
|
|
|
|
|
|
UC Investment B.V.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
|
EQUATE Marketing Company E.C.
|
Bahrain
|
||||||||
|
|
|
|
|
Rofan Automation and Information Systems B.V.
|
Netherlands
|
||||||||||||
|
|
|
|
|
Terneuzen Partnership Services B.V.
|
Netherlands
|
||||||||||||
|
|
|
|
|
|
Valuepark Terneuzen C.V.
|
Netherlands
|
|||||||||||
|
|
|
Dow Netherlands Investments LLC
|
Delaware
|
||||||||||||||
|
|
|
|
Coöperatieve DC Prisma Holding U.A.
|
Netherlands
|
|||||||||||||
|
|
Dow Netherlands Holdings LLC
|
Delaware
|
|||||||||||||||
|
|
|
DC Spectrum Holding C.V.
|
Netherlands
|
||||||||||||||
|
|
DowBrands Inc.
|
Delaware
|
|||||||||||||||
|
Dow International Technology Corporation
|
Delaware
|
||||||||||||||||
|
Dow Kakoh Kabushiki Kaisha
|
Japan
|
||||||||||||||||
|
Dow Peru S.A.
|
Peru
|
||||||||||||||||
|
Dow Quimica Argentina S.A.
|
Argentina
|
||||||||||||||||
|
Dow Quimica Chilena S.A.
|
Chile
|
||||||||||||||||
|
Dow Quimica de Colombia S.A.
|
Colombia
|
||||||||||||||||
|
Dow Quimica Mexicana S.A. de C.V.
|
Mexico
|
||||||||||||||||
|
Dow Roofing Systems LLC
|
Delaware
|
||||||||||||||||
|
Dow South Africa Holdings (Pty) Ltd.
|
South Africa
|
||||||||||||||||
|
|
Sentrachem Limited
|
South Africa
|
|||||||||||||||
|
|
|
Cisvaal (Proprietary) Limited
|
South Africa
|
||||||||||||||
|
|
|
Minchem International Inc.
|
Panama
|
||||||||||||||
|
Dow Trent Limited
|
United Kingdom
|
||||||||||||||||
|
|
Dow UK Limited
|
United Kingdom
|
|||||||||||||||
|
Dow Venezuela, C.A.
|
Venezuela
|
||||||||||||||||
|
Dow Verwaltungsgesellschaft mbH
|
Germany
|
||||||||||||||||
|
Dow-Mitsui Chlor-Alkali LLC
|
Delaware
|
||||||||||||||||
|
DSL Holdings Inc.
|
Delaware
|
||||||||||||||||
|
DW Dexco Investment LLC
|
Delaware
|
||||||||||||||||
|
Essex Chemical Corporation
|
New Jersey
|
||||||||||||||||
|
Essex Specialty Products LLC
|
New Jersey
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
||||||||||||
At December 31, 2013
|
||||||||||||||||||
|
Location*
|
|||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
||||||||||||||||||
|
|
American Mortell Corporation
|
Texas
|
|||||||||||||||
|
|
|
Mortell Company
|
Delaware
|
||||||||||||||
|
|
Dow Chemical (Wuhan) Company Limited
|
China
|
|||||||||||||||
|
|
Dow International Holdings Company
|
Delaware
|
|||||||||||||||
|
|
GWN Holding, Inc.
|
Delaware
|
|||||||||||||||
|
FilmTec Corporation
|
Delaware
|
||||||||||||||||
|
|
OMEX Overseas Holdings Inc.
|
Virgin Islands
|
|||||||||||||||
|
|
|
Zhejiang OMEX Environmental Engineering Co., Ltd.
|
China
|
||||||||||||||
|
Flexible Products Company
|
Georgia
|
||||||||||||||||
|
|
Flexible Products Company of Canada, Inc.
|
Canada
|
|||||||||||||||
|
Forbanco Inc.
|
Delaware
|
||||||||||||||||
|
General Latex and Chemical Corporation
|
Massachusetts
|
||||||||||||||||
|
GNS Enterprises, LLC
|
Georgia
|
||||||||||||||||
|
GNS Technologies, LLC
|
Georgia
|
||||||||||||||||
|
Great Western Pipeline Company, Inc.
|
California
|
||||||||||||||||
|
GWN Holding, Inc.
|
Delaware
|
||||||||||||||||
|
|
Rohm and Haas Canada Investments Inc.
|
Canada
|
|||||||||||||||
|
|
|
3243425 Nova Scotia Company
|
Canada
|
||||||||||||||
|
|
|
|
Daulat Canada Holding LP
|
Canada
|
|||||||||||||
|
|
|
|
Dow Canada Holding LP
|
Canada
|
|||||||||||||
|
|
|
|
Rohm and Haas Canada LP
|
Canada
|
|||||||||||||
|
|
|
Dow Canada Holding LP
|
Canada
|
||||||||||||||
|
|
|
|
Daulat Canada Holding LP
|
Canada
|
|||||||||||||
|
|
|
|
|
3229809 Nova Scotia Company
|
Canada
|
||||||||||||
|
|
|
|
|
|
Dow Investment Argentina S.A.
|
Argentina
|
|||||||||||
|
|
|
|
|
|
|
PBBPolisur S.A.
|
Argentina
|
||||||||||
|
|
|
|
|
|
PBBPolisur S.A.
|
Argentina
|
|||||||||||
|
|
|
|
|
Dow Investment Argentina S.A.
|
Argentina
|
||||||||||||
|
|
|
|
|
SD Group Service Co., Ltd.
|
Thailand
|
||||||||||||
|
|
|
|
|
|
Siam Polyethylene Company Limited
|
Thailand
|
|||||||||||
|
|
|
|
|
Siam Polyethylene Company Limited
|
Thailand
|
||||||||||||
|
|
|
|
Rohm and Haas Canada LP
|
Canada
|
|||||||||||||
|
|
|
|
|
Dow Chemical Canada ULC
|
Canada
|
||||||||||||
|
|
|
|
|
|
3229811 Nova Scotia Company
|
Canada
|
|||||||||||
|
|
|
|
|
|
Palm Plastic Additives ULC
|
Canada
|
|||||||||||
|
|
|
|
|
|
Dow Chemical Finance Canada ULC
|
Canada
|
|||||||||||
|
|
|
|
|
|
Fort Saskatchewan Ethylene Storage Limited Partnership
|
Canada
|
|||||||||||
|
|
|
|
|
|
MEGlobal Canada Inc
|
Canada
|
|||||||||||
|
|
|
|
|
|
Pétromont and Company, Limited Partnership
|
Canada
|
|||||||||||
|
|
|
|
|
|
Pétromont Inc.
|
Canada
|
|||||||||||
|
Ifco Inc.
|
Delaware
|
||||||||||||||||
|
|
Chemtech II L.P.
|
Delaware
|
|||||||||||||||
|
Intarsia Corporation
|
Delaware
|
||||||||||||||||
|
Ion Holdings LLC
|
Delaware
|
||||||||||||||||
|
|
Ion Investments S.a.r.l.
|
Luxembourg
|
|||||||||||||||
|
Liana Limited
|
Delaware
|
||||||||||||||||
|
|
Dorinco Reinsurance Company
|
Michigan
|
|||||||||||||||
|
|
Dorintal Reinsurance Limited
|
Vermont
|
|||||||||||||||
|
|
|
100 Independence Mall West LLC
|
Delaware
|
||||||||||||||
|
NuvoSun, Inc.
|
California
|
||||||||||||||||
|
|
NuvoSun (Shanghai) Co. Ltd.
|
China
|
|||||||||||||||
|
Pacific Plastics (Thailand) Limited
|
Thailand
|
||||||||||||||||
|
Rofan Services Inc.
|
Delaware
|
||||||||||||||||
|
|
Dow AgroSciences LLC
|
Delaware
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
||||||||||||
At December 31, 2013
|
||||||||||||||||||
|
Location*
|
|||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
||||||||||||||||||
|
|
DowBrands Inc.
|
Delaware
|
|||||||||||||||
|
|
H Hotel Holding LLC
|
Delaware
|
|||||||||||||||
|
|
Ion Holdings LLC
|
Delaware
|
|||||||||||||||
|
|
Mycogen Corporation
|
California
|
|||||||||||||||
|
|
|
Dow AgroSciences LLC
|
Delaware
|
||||||||||||||
|
|
|
|
DAS Agricultural Investment Holding Company Ltd.
|
Mauritius
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences India Pvt. Ltd.
|
India
|
||||||||||||
|
|
|
|
|
Dow AgroSciences (China) Company Limited
|
China
|
||||||||||||
|
|
|
|
Dintec Agrichemicals LLC
|
Delaware
|
|||||||||||||
|
|
|
|
Dow AgroSciences Agricultural Products Limited
|
Mauritius
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences India Pvt. Ltd.
|
India
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Singapore Pte. Ltd.
|
Singapore
|
||||||||||||
|
|
|
|
Dow AgroSciences B.V.
|
Netherlands
|
|||||||||||||
|
|
|
|
|
Ambito DAS S.A.
|
Argentina
|
||||||||||||
|
|
|
|
|
Cal/West Seeds S.R.L.
|
Argentina
|
||||||||||||
|
|
|
|
|
ChacoDAS S.A.
|
Argentina
|
||||||||||||
|
|
|
|
|
Daser Agro S.A.
|
Argentina
|
||||||||||||
|
|
|
|
|
Desab S.A.
|
Argentina
|
||||||||||||
|
|
|
|
|
Dintec Agroquimica Produtos Quimicos, Lda.
|
Portugal
|
||||||||||||
|
|
|
|
|
Dow AgroSciences (Jiangsu) Co., Ltd.
|
China
|
||||||||||||
|
|
|
|
|
Dow AgroSciences A.S.
|
Turkey
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Argentina S.A.
|
Argentina
|
||||||||||||
|
|
|
|
|
|
Dow AgroSciences Bolivia S.A.
|
Bolivia
|
|||||||||||
|
|
|
|
|
|
Dow AgroSciences Paraguay S.A.
|
Paraguay
|
|||||||||||
|
|
|
|
|
Dow AgroSciences Asia Sdn. Bhd.
|
Malaysia
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Australia Limited
|
Australia
|
||||||||||||
|
|
|
|
|
|
Advantage Wheats Pty Ltd
|
Australia
|
|||||||||||
|
|
|
|
|
Dow AgroSciences Bolivia S.A.
|
Bolivia
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Canada Inc.
|
Canada
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Chile S.A.
|
Chile
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Costa Rica S.A.
|
Costa Rica
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Danmark A/S
|
Denmark
|
||||||||||||
|
|
|
|
|
Dow AgroSciences de Colombia S.A.
|
Colombia
|
||||||||||||
|
|
|
|
|
Dow AgroSciences de Mexico S.A. de C.V.
|
Mexico
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Export S.A.S.
|
France
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Guatemala S.A.
|
Guatemala
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Iberica S.A.
|
Spain
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Limited
|
United Kingdom
|
||||||||||||
|
|
|
|
|
Dow AgroSciences (Malaysia) Sdn Bhd
|
Malaysia
|
||||||||||||
|
|
|
|
|
Dow AgroSciences (NZ) Limited
|
New Zealand
|
||||||||||||
|
|
|
|
|
Dow AgroSciences OOO
|
Russia
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Pacific Limited
|
Hong Kong
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Paraguay S.A.
|
Paraguay
|
||||||||||||
|
|
|
|
|
|
Dow AgroSciences Bolivia S.A.
|
Bolivia
|
|||||||||||
|
|
|
|
|
Dow AgroSciences Polska Sp. z o.o.
|
Poland
|
||||||||||||
|
|
|
|
|
Dow AgroSciences S.A.S.
|
France
|
||||||||||||
|
|
|
|
|
|
Dow AgroSciences Distribution S.A.S.
|
France
|
|||||||||||
|
|
|
|
|
Dow AgroSciences s.r.o.
|
Czech Republic
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Sverige A/B
|
Sweden
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Taiwan Ltd.
|
Taiwan
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Technology GmbH
|
Switzerland
|
||||||||||||
|
|
|
|
|
|
Dow AgroSciences Switzerland S.A.
|
Switzerland
|
|||||||||||
|
|
|
|
|
|
|
Dow AgroSciences Hungary Kft.
|
Hungary
|
||||||||||
|
|
|
|
|
Dow AgroSciences Vertriebsgesellschaft m.b.H.
|
Austria
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
||||||||||||
At December 31, 2013
|
||||||||||||||||||
|
Location*
|
|||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
||||||||||||||||||
|
|
|
|
|
Dow Brasil Industria e Comercio de Produtos Quimicos Ltda.
|
Brazil
|
||||||||||||
|
|
|
|
|
|
Branco Dow Compostos de Engenharia Ltda.
|
Brazil
|
|||||||||||
|
|
|
|
|
|
Dow AgroSciences Industrial Ltda.
|
Brazil
|
|||||||||||
|
|
|
|
|
|
|
Dow AgroSciences Sementes & Biotecnologia Brasil Ltda.
|
Brazil
|
||||||||||
|
|
|
|
|
|
|
|
Nexsem Sementes Ltda.
|
Brazil
|
|||||||||
|
|
|
|
|
|
Dow Brasil Sudeste Industrial Ltda.
|
Brazil
|
|||||||||||
|
|
|
|
|
|
Dow Especialidades Quimicas Ltda.
|
Brazil
|
|||||||||||
|
|
|
|
|
Dow Chemical Japan Limited
|
Japan
|
||||||||||||
|
|
|
|
|
Dow Venezuela, C.A.
|
Venezuela
|
||||||||||||
|
|
|
|
|
Fedea S.A.
|
Argentina
|
||||||||||||
|
|
|
|
|
Forratec Argentina S.A.
|
Argentina
|
||||||||||||
|
|
|
|
|
JV Agro S.A.
|
Argentina
|
||||||||||||
|
|
|
|
|
PT Dow AgroSciences Indonesia
|
Indonesia
|
||||||||||||
|
|
|
|
|
Rindes y Cultivos DAS S.A.
|
Argentina
|
||||||||||||
|
|
|
|
|
Terramar JV S.A.
|
Argentina
|
||||||||||||
|
|
|
|
|
Ubajay DAS S.A.
|
Argentina
|
||||||||||||
|
|
|
|
Dow AgroSciences China Ltd.
|
Delaware
|
|||||||||||||
|
|
|
|
Dow AgroSciences International Ltd.
|
Delaware
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences (Thailand) Limited
|
Thailand
|
||||||||||||
|
|
|
|
Dow AgroSciences Southern Africa (Proprietary) Limited
|
South Africa
|
|||||||||||||
|
|
|
|
|
Sanachem Zimbabwe (Pvt) Ltd.
|
Zimbabwe
|
||||||||||||
|
|
|
DowBrands Inc.
|
Delaware
|
||||||||||||||
|
|
|
Mycogen Crop Protection, Inc.
|
California
|
||||||||||||||
|
|
|
Mycogen Plant Science, Inc.
|
Delaware
|
||||||||||||||
|
|
|
|
Agrigenetics, Inc.
|
Delaware
|
|||||||||||||
|
|
|
|
|
Agrigenetics Molokai LLC
|
Hawaii
|
||||||||||||
|
|
|
|
|
Brodbeck Seeds LLC
|
Delaware
|
||||||||||||
|
|
|
|
|
Alforex Seeds LLC
|
Delaware
|
||||||||||||
|
|
|
|
|
Cal/West Seeds S.R.L. (24)
|
Argentina
|
||||||||||||
|
|
|
|
|
Dairyland Seed Co., Inc.
|
Wisconsin
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Argentina S.A.
|
Argentina
|
||||||||||||
|
|
|
|
|
Duo Maize B.V.
|
Netherlands
|
||||||||||||
|
|
|
|
|
Mycogen Seeds-Puerto Rico Corporation
|
Delaware
|
||||||||||||
|
|
|
|
|
PAGCO, Inc.
|
Delaware
|
||||||||||||
|
|
|
|
|
Pfister Seeds LLC
|
Delaware
|
||||||||||||
|
|
|
|
|
Prairie Brand Seeds LLC
|
Delaware
|
||||||||||||
|
|
|
|
|
Precision Soya, L.L.C.
|
Delaware
|
||||||||||||
|
|
|
|
|
Renze Seeds LLC
|
Delaware
|
||||||||||||
|
|
|
|
|
Texas Triumph Seed Co., Inc.
|
Texas
|
||||||||||||
|
|
|
|
|
|
Monterey Seed Company, Inc.
|
Texas
|
|||||||||||
|
|
|
Phytogen Seed Company, LLC
|
Delaware
|
||||||||||||||
|
|
Wenben Inc.
|
Delaware
|
|||||||||||||||
|
Rohm and Haas Company
|
Delaware
|
||||||||||||||||
|
|
AgroFresh Inc.
|
Illinois
|
|||||||||||||||
|
|
Charles Lennig & Company LLC
|
Delaware
|
|||||||||||||||
|
|
|
Rohm and Haas Australia Pty. Ltd.
|
Australia
|
||||||||||||||
|
|
|
Rohm and Haas Chile Limitada
|
Chile
|
||||||||||||||
|
|
|
Rohm and Haas Colombia Ltda
|
Colombia
|
||||||||||||||
|
|
Rohm and Haas Argentina S.R.L.
|
Argentina
|
|||||||||||||||
|
|
Rohm and Haas Australia Pty. Ltd.
|
Australia
|
|||||||||||||||
|
|
Rohm and Has Centro America, S.A.
|
Costa Rica
|
|||||||||||||||
|
|
Rohm and Haas Chemicals LLC
|
Delaware
|
|||||||||||||||
|
|
|
CVD Incorporated
|
Delaware
|
||||||||||||||
|
|
|
Morton Intermediate Company
|
Delaware
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
||||||||||||
At December 31, 2013
|
||||||||||||||||||
|
Location*
|
|||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Electronic Materials Singapore Pte. Ltd.
|
Singapore
|
||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas Denmark China Investment ApS
|
Denmark
|
||||||||
|
|
|
|
|
|
|
|
|
|
PT Rohm and Haas Indonesia
|
Indonesia
|
|||||||
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Bermuda Partner I GP
|
Bermuda
|
|||||||
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Bermuda Partner II GP
|
Bermuda
|
|||||||
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Latinoamerica, S. de R.L. de C.V.
|
Mexico
|
|||||||
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Mexico, S. de R.L. de C.V.
|
Mexico
|
|||||||
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Shanghai Chemical Industry Co., Ltd.
|
China
|
|||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas HK Dongguan Holding Limited
|
Hong Kong
|
||||||||
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Electronic Materials (Dongguan) Co., Ltd.
|
China
|
|||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas India Investment ApS
|
Denmark
|
||||||||
|
|
|
|
|
|
|
|
|
|
Rohm and Haas (India) Pvt. Ltd.
|
India
|
|||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas Kimya Sanayi Limited Sirketi
|
Turkey
|
||||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas Kimya Ticaret Limited Sirketi
|
Turkey
|
||||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas Kimyasal Urunler Uretim Dagitim ve Ticaret A.S.
|
Turkey
|
||||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas Latinoamerica, S. de R.L. de C.V.
|
Mexico
|
||||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas Singapore (Pte.) Ltd.
|
Singapore
|
||||||||
|
|
|
|
|
Rohm and Haas European Holding ApS
|
Denmark
|
||||||||||||
|
|
|
|
|
Rohm and Haas Korea Co., Ltd.
|
Korea
|
||||||||||||
|
|
|
|
|
Rohm and Haas Malaysia Sdn Bhd
|
Malaysia
|
||||||||||||
|
|
|
|
|
Rohm and Haas Texas Incorporated
|
Texas
|
||||||||||||
|
|
|
|
|
|
Battleground Water Company
|
Texas
|
|||||||||||
|
|
|
|
|
|
ROH Monomer Holding Company
|
Delaware
|
|||||||||||
|
|
|
|
|
|
Rohm and Haas Investment Holdings Inc.
|
Delaware
|
|||||||||||
|
|
|
Rohm and Haas Equity Corporation
|
Delaware
|
||||||||||||||
|
|
|
Rohm and Haas Wood Treatment LLC
|
Delaware
|
||||||||||||||
|
|
Rohm and Haas Chile Limitada
|
Chile
|
|||||||||||||||
|
|
Rohm and Haas Colombia Ltda
|
Colombia
|
|||||||||||||||
|
|
Rohm and Haas de Venezuela, C.A.
|
Venezuela
|
|||||||||||||||
|
|
Rohm and Haas Electronic Materials K.K.
|
Japan
|
|||||||||||||||
|
|
|
LeaRonal Japan Y.K.
|
Japan
|
||||||||||||||
|
|
|
Rohm and Haas Japan Kabushiki Kaisha
|
Japan
|
||||||||||||||
|
|
|
|
Japan Acrylic Chemical Co., Ltd.
|
Japan
|
|||||||||||||
|
|
Rohm and Haas Equity Corporation
|
Delaware
|
|||||||||||||||
|
|
Rohm and Haas Holdings LLC
|
Delaware
|
|||||||||||||||
|
|
|
Rohm and Haas Chemicals LLC
|
Delaware
|
||||||||||||||
|
|
|
Rohm and Haas Electronic Materials Holdings, Inc.
|
Delaware
|
||||||||||||||
|
|
|
|
Rohm and Haas Electronic Materials CMP Inc.
|
Delaware
|
|||||||||||||
|
|
|
|
|
Rohm and Haas Electronic Materials CMP Asia Inc.
|
Delaware
|
||||||||||||
|
|
|
|
|
|
Nitta Haas Trading Company
|
Japan
|
|||||||||||
|
|
|
|
|
|
Rohm and Haas Electronic Materials CMP Korea Ltd.
|
Korea
|
|||||||||||
|
|
|
|
|
|
Rohm and Haas Electronic Materials CMP Sdn. Bhd.
|
Malaysia
|
|||||||||||
|
|
|
|
|
Rohm and Haas Electronic Materials CMP Holdings, Inc.
|
Delaware
|
||||||||||||
|
|
|
|
|
Rohm and Haas International Holdings Inc.
|
Delaware
|
||||||||||||
|
|
|
|
|
|
Rohm and Haas Asia Holdings B.V.
|
Netherlands
|
|||||||||||
|
|
|
|
|
|
|
Dow Chemical OLED Ltd.
|
Korea
|
||||||||||
|
|
|
|
|
|
|
Rohm and Haas Electronic Materials Asia-Pacific Co., Ltd.
|
Taiwan
|
||||||||||
|
|
|
|
|
|
|
Rohm and Haas Electronic Materials Korea Ltd.
|
Korea
|
||||||||||
|
|
|
|
|
|
|
Rohm and Haas Japan Holdings Y.K.
|
Japan
|
||||||||||
|
|
|
|
|
|
|
|
Nitta Haas Incorporated
|
Japan
|
|||||||||
|
|
|
|
|
|
|
|
|
Rodel Particles, Inc.
|
Japan
|
||||||||
|
|
|
|
|
|
|
Rohm and Haas Taiwan, Inc.
|
Taiwan
|
||||||||||
|
|
|
|
Rohm and Haas Electronic Materials LLC
|
Delaware
|
|||||||||||||
|
|
|
|
|
Lightscape Materials, Inc.
|
Delaware
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
||||||||||||
At December 31, 2013
|
||||||||||||||||||
|
Location*
|
|||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
||||||||||||||||||
|
|
|
|
|
|
Shanghai Lightscape Specialty Materials Co. Ltd.
|
China
|
|||||||||||
|
|
|
|
|
Rohm and Haas Equity Corporation
|
Delaware
|
||||||||||||
|
|
|
Rohm and Haas Latin America, Inc.
|
Delaware
|
||||||||||||||
|
|
|
|
Rohm and Haas Chemicals LLC
|
Delaware
|
|||||||||||||
|
|
Rohm and Haas Investment Holdings Inc.
|
Delaware
|
|||||||||||||||
|
|
Rohm and Haas New Zealand Limited
|
New Zealand
|
|||||||||||||||
|
|
Rohm and Haas Philippines, Inc.
|
Philippines
|
|||||||||||||||
|
|
Rohm and Haas Quimica Ltda.
|
Brazil
|
|||||||||||||||
|
|
|
Bee Chemical Industria e Comercio Ltda.
|
Brazil
|
||||||||||||||
|
|
Rohm and Haas Southeast Asia, Inc.
|
Delaware
|
|||||||||||||||
|
|
Shipley Brazil Productos Quimicos Ltda.
|
Brazil
|
|||||||||||||||
|
SAFECHEM North America LLC
|
Delaware
|
||||||||||||||||
|
Sentrachem US, Inc.
|
Delaware
|
||||||||||||||||
|
|
Hampshire Holdings, Inc.
|
Delaware
|
|||||||||||||||
|
|
|
Hampshire Chemical Corp.
|
Delaware
|
||||||||||||||
|
Siam Polystyrene Company Limited
|
Thailand
|
||||||||||||||||
|
Siam Styrene Monomer Co., Ltd.
|
Thailand
|
||||||||||||||||
|
Siam Synthetic Latex Company Limited
|
Thailand
|
||||||||||||||||
|
Styron Asia Limited
|
Hong Kong
|
||||||||||||||||
|
TCM Technologies Inc.
|
Delaware
|
||||||||||||||||
|
TDCC Subsidiary C, Inc.
|
Delaware
|
||||||||||||||||
|
|
Univation Technologies, LLC
|
Delaware
|
|||||||||||||||
|
Texas LNG Holdings LLC
|
Delaware
|
||||||||||||||||
|
Tianjin Panda Terminal Holdings Pte. Ltd.
|
Singapore
|
||||||||||||||||
|
|
Tianjin Panda Terminal (Hong Kong) Limited
|
Hong Kong
|
|||||||||||||||
|
|
|
Tianjin Panda Terminal Company Limited
|
China
|
||||||||||||||
|
Union Carbide Corporation
|
New York
|
||||||||||||||||
|
|
Amerchol Corporation
|
Delaware
|
|||||||||||||||
|
|
Benefit Capital Management Corporation
|
Delaware
|
|||||||||||||||
|
|
Calidria Corporation
|
Delaware
|
|||||||||||||||
|
|
Carbide Chemical (Thailand) Limited
|
Thailand
|
|||||||||||||||
|
|
Catalysts, Adsorbents & Process Systems, Inc.
|
Maryland
|
|||||||||||||||
|
|
Dow International Holdings Company
|
Delaware
|
|||||||||||||||
|
|
Dow Quimica Argentina S.A.
|
Argentina
|
|||||||||||||||
|
|
Dow Quimica Mexicana S.A. de C.V.
|
Mexico
|
|||||||||||||||
|
|
Global Industrial Corporation
|
New York
|
|||||||||||||||
|
|
GWN Holding, Inc.
|
Delaware
|
|||||||||||||||
|
|
Industrias Carlisil, S.A.
|
Mexico
|
|||||||||||||||
|
|
Peñuelas Technology Park LLC
|
Delaware
|
|||||||||||||||
|
|
Seadrift Pipeline Corporation
|
Delaware
|
|||||||||||||||
|
|
Servicios de Quimicos Agricolas, S. A.
|
Mexico
|
|||||||||||||||
|
|
South Charleston Sewage Treatment Company
|
West Virginia
|
|||||||||||||||
|
|
UC Finco Inc.
|
Delaware
|
|||||||||||||||
|
|
UCAR Emulsion Systems International, Inc.
|
Delaware
|
|||||||||||||||
|
|
|
UCAR Emulsion Systems FZE
|
Dubai
|
||||||||||||||
|
|
UCAR Interam Inc.
|
Delaware
|
|||||||||||||||
|
|
UCAR Louisiana Pipeline Company
|
Delaware
|
|||||||||||||||
|
|
UCAR Pipeline Incorporated
|
Delaware
|
|||||||||||||||
|
|
UCMG LLC
|
Delaware
|
|||||||||||||||
|
|
Umetco Minerals Corporation
|
Delaware
|
|||||||||||||||
|
|
|
Australia and New Zealand Exploration Company
|
Delaware
|
||||||||||||||
|
|
|
Blue Creek Coal Company, Inc.
|
Delaware
|
||||||||||||||
|
|
|
Predate Properties (Pty) Ltd.
|
South Africa
|
||||||||||||||
|
|
|
Umetco Minerals Exploration Corporation
|
Delaware
|
|
Consent of Independent Registered Public Accounting Firm
|
EXHIBIT 23(a)
|
|
|
|
Form S-3:
|
|
|
|
No.
|
333-186728
|
|
|
Form S-4:
|
|
|
|
No.
|
333-88443
|
|
|
Form S-8:
|
|
|
|
Nos.
|
2-64560
|
|
33-21748
|
|
33-51453
|
|
33-52841
|
|
33-58205
|
|
33-61795
|
|
333-27381
|
|
333-40271
|
|
333-43730
|
|
333-49183
|
|
333-67414
|
|
333-88443
|
|
333-91027
|
|
333-103518
|
|
333-103519
|
|
333-105080
|
|
333-115185
|
|
333-122932
|
|
333-145015
|
|
333-162910
|
|
333-181356
|
|
333-191979
|
/s/ DELOITTE & TOUCHE LLP
|
Deloitte & Touche
LLP
|
Midland, Michigan
|
February 14, 2014
|
|
Analysis, Research & Planning Corporation's Consent
|
EXHIBIT 23(b)
|
|
|
|
Form S-3:
|
|
|
|
No.
|
333-186728
|
|
|
Form S-4:
|
|
|
|
No.
|
333-88443
|
|
|
Form S-8:
|
|
|
|
Nos.
|
2-64560
|
|
33-21748
|
|
33-51453
|
|
33-52841
|
|
33-58205
|
|
33-61795
|
|
333-27381
|
|
333-40271
|
|
333-43730
|
|
333-49183
|
|
333-67414
|
|
333-88443
|
|
333-91027
|
|
333-103518
|
|
333-103519
|
|
333-105080
|
|
333-115185
|
|
333-122932
|
|
333-145015
|
|
333-162910
|
|
333-181356
|
|
333-191979
|
/s/ B. THOMAS FLORENCE
|
B. Thomas Florence
|
President
|
Analysis, Research & Planning Corporation
|
February 12, 2014
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
EXHIBIT 31(a)
|
|
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of The Dow Chemical Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report 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.
|
/s/ ANDREW N. LIVERIS
|
Andrew N. Liveris
|
President, Chief Executive Officer and
|
Chairman of the Board
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
EXHIBIT 31(b)
|
|
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of The Dow Chemical Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report 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.
|
/s/ WILLIAM H. WEIDEMAN
|
William H. Weideman
|
Chief Financial Officer and Executive Vice President
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
EXHIBIT 32(a)
|
|
|
|
|
|
1.
|
the Annual Report on Form 10-K of the Company for the year ended
December 31, 2013
as filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ ANDREW N. LIVERIS
|
Andrew N. Liveris
|
President, Chief Executive Officer and
|
Chairman of the Board
|
February 14, 2014
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
EXHIBIT 32(b)
|
|
|
|
|
|
1.
|
the Annual Report on Form 10-K of the Company for the year ended
December 31, 2013
as filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ WILLIAM H. WEIDEMAN
|
William H. Weideman
|
Chief Financial Officer and Executive Vice President
|
February 14, 2014
|