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Dow reported a loss of $0.61 per share, or earnings of $0.33 per share
on an adjusted basis(1). This compares with a loss of
$0.02 per share in the same quarter last year, or adjusted earnings of
$0.25 per share. Certain items in the quarter totaled a loss of
$0.94 per share, driven primarily by previously announced
restructuring actions, coupled with a goodwill impairment charge in
the Company’s Formulated Systems business.
Sales for the quarter were $13.9 billion, down 1 percent versus the
year-ago period. Agricultural Sciences achieved a new sales record,
with sales growing 17 percent. Increases were also reported in
Electronic and Functional Materials (up 3 percent), Performance
Plastics (up 1 percent) and Coatings and Infrastructure Solutions (up
1 percent). These increases were more than offset by declines in
Feedstocks and Energy (down 9 percent) and Performance Materials (down
5 percent).
Volume was flat for the quarter, as a 5 percent decline in Western
Europe offset volume growth in Asia Pacific (up 5 percent) and North
America and Latin America (each up 1 percent). Excluding Dow’s
Feedstocks and Energy operating segment, volume in North America
increased 7 percent, reflecting improving demand.
Price decreased $91 million, or 1 percent, while purchased feedstock
and energy costs declined $413 million versus the year-ago period. On
a sequential basis, price was up $333 million, or 2 percent, outpacing
increases of $218 million in purchased feedstock and energy costs.
Sequentially, price increases were led by Performance Plastics and
Feedstocks and Energy, each up 4 percent.
Equity earnings were $44 million, or $206 million excluding the impact
of certain items. This compares with $259 million in the year-ago
period. Dow Corning represented the largest driver of the decline.
EBITDA(2) was $125 million, or $1.6 billion on an adjusted
basis(3). Agricultural Sciences achieved a new fourth
quarter EBITDA record.
The Company leveraged the benefit of positive U.S. shale gas dynamics,
driving a 430 basis point increase in Performance Plastics adjusted
EBITDA margin year over year(4). To further leverage this
advantage, Dow also achieved the first major milestone in its U.S.
Gulf Coast integration investments, as its previously idled
St. Charles Operations ethylene cracker restarted in December, in line
with Dow’s year-end target.
Cash flow from operations was $1.6 billion for the quarter, bringing
full-year cash flow from operations to $4.1 billion.
The Company demonstrated its ongoing commitment to shareholder
remuneration, evidenced by the acceleration of its fourth quarter
dividend payment.
Comment
Andrew N. Liveris, Dow’s chairman and chief executive officer, stated:
“The second half of 2012 saw significant deterioration in the markets we
serve, particularly in China. In response, Dow identified and took
aggressive action to mitigate the effects of a slow-to-no-growth global
environment – by deploying cost and cash flow levers and by continuing
to prudently manage our portfolio and prioritize growth investments.
“Our Agricultural Sciences business continues to outperform, driven by
its technology pipeline. Performance Plastics also posted strong results
in the quarter, bolstered by feedstock advantages in North America and
the Middle East, coupled with improving pricing momentum. In addition,
our Kuwait joint ventures posted exceptional results in the quarter.
“We delivered on our cash flow target for the year, and our focus on
rewarding shareholders remained resolute, as evidenced by a 34 percent
increase in declared dividends for 2012.”
2012 Full-Year Highlights
Dow reported full-year 2012 earnings of $0.70 per share, or $1.90 per
share on an adjusted basis. This compares with prior-year earnings of
$2.05 per share, or $2.54 per share on an adjusted basis.
Dow took action throughout the year to navigate volatile economic
conditions, including reducing structural costs, prioritizing growth
investments and announcing the shutdown of down nearly 30 facilities.
In total, the Company has set in motion $2.5 billion in cost
reductions and cash flow improvements, with $1 billion expected in
2013.
Sales were $56.8 billion, down 5 percent, or 3 percent on an adjusted
basis(5). Sales decreased in all operating segments
excluding Agricultural Sciences (up 13 percent) and in all geographic
areas year over year, led by Western Europe.
Agricultural Sciences achieved record-level sales and EBITDA, posting
$6.4 billion and $977 million, respectively.
Volume decreased 2 percent, or increased 1 percent on an adjusted basis(6).
Asia Pacific and Europe reported volume growth during the year (up
3 percent and 1 percent respectively). Volume in North America
remained flat, primarily due to the impact of shutdowns in Feedstocks
and Energy.
Price declined 3 percent. On an adjusted basis(7),
price was down 4 percent, or $2.1 billion. Currency accounted for
$1.3 billion – nearly two-thirds of the decline. Purchased feedstock
and energy costs decreased $2.5 billion, or 11 percent year over year.
Equity earnings were $536 million, or $698 million excluding certain
items. This compares with 2011 equity earnings of $1.2 billion, or
$1.1 billion excluding certain items. The decline was due primarily to
Dow Corning.
For the full year, Dow reported EBITDA of $5.6 billion, or
$7.5 billion on an adjusted basis.
The Company’s effective tax rate for the year was 34 percent, versus
an effective tax rate of 23 percent in 2011, driven in part by a
change in the geographic mix of earnings, as well as lower equity
earnings.
Dow maintained its focus on lowering debt, reporting a $613 million
reduction in gross debt in 2012. In addition, year-over-year interest
expense declined $72 million.
Dow continued to demonstrate its priorities for uses of cash,
rewarding shareholders with a 34 percent increase in dividends
declared per share in 2012 versus 2011.
Three Months Ended
In millions, except per share amounts
Dec. 31,
2012
Dec. 31,
2011
Net Sales
$13,917
$14,097
Adjusted Sales
$13,917
$14,080
Net Income (Loss) Available for Common Stockholders
$(716)
$(20)
Net Income Available for Common Stockholders,
excluding Certain Items
$389
$289
Earnings (Loss) per Common Share
$(0.61)
$(0.02)
Adjusted Earnings Per Share
$0.33
$0.25
Twelve Months Ended
In millions, except per share amounts
Dec. 31,
2012
Dec. 31,
2011
Net Sales
$56,786
$59,985
Adjusted Sales
$56,786
$58,396
Net Income Available for Common Stockholders
$842
$2,402
Net Income Available for Common Stockholders,
excluding Certain Items
$2,249
$2,959
Earnings per Common Share
$0.70
$2.05
Adjusted Earnings Per Share
$1.90
$2.54
Review of Fourth Quarter Results
The Dow Chemical Company (NYSE: DOW) reported sales of $13.9 billion,
down 1 percent. Record sales gains in Agricultural Sciences (up 17
percent), together with gains in Electronic and Functional Materials (up
3 percent) and Performance Plastics and Coatings and Infrastructure
Solutions (both up 1 percent), were offset by declines in the remaining
segments.
The Company reported flat volume growth for the quarter, as a 5 percent
decline in Western Europe offset volume growth in Asia Pacific (up
5 percent) and North America and Latin America (each up 1 percent).
Excluding the Company’s Feedstocks and Energy segment, volume in North
America increased 7 percent, reflecting improved demand conditions.
Price was down 1 percent due largely to currency, while purchased
feedstock and energy costs declined $413 million versus the same quarter
last year. On a sequential basis, price was up 2 percent, outpacing
increases of $218 million in purchased feedstock and energy costs.
EBITDA for the quarter was $125 million, or $1.6 billion on an adjusted
basis.
Dow reported a loss of $0.61 per share, or earnings of $0.33 per share
on an adjusted basis. This compares with a loss of $0.02 per share in
the same quarter last year, or adjusted earnings of $0.25 per share.
Certain items in the quarter totaled a loss of $0.94 per share, driven
primarily by the impact of previously announced restructuring actions,
coupled with a goodwill impairment charge in the Company’s Formulated
Systems business.
Dow’s global operating rate was 78 percent for the quarter, up
6 percentage points versus the year-ago period, as a result of limited
destocking in the value chain.
Research and Development (R&D) expenses and Selling, General and
Administrative (SG&A) expenses together increased $69 million versus the
year-ago period, due primarily to ongoing investments in Agricultural
Sciences.
The Company reported equity earnings of $44 million for the quarter, or
$206 million excluding the impact of certain items. This compares with
$259 million in the year-ago period. Dow Corning represented the largest
driver of the decline.
“The second half of 2012 saw significant deterioration in the markets we
serve, particularly in China,” said Andrew N. Liveris, Dow’s chairman
and chief executive officer. “In response, Dow identified and took
aggressive action to mitigate the effects of a slow-to-no-growth global
environment – by deploying cost and cash flow levers and by continuing
to prudently manage our portfolio and prioritize growth investments.
“Our Agricultural Sciences business continues to outperform, driven by
its technology pipeline. Performance Plastics also posted strong results
in the quarter, bolstered by feedstock advantages in North America and
the Middle East, coupled with improving pricing momentum. In addition,
our Kuwait joint ventures posted exceptional results in the quarter.
“We delivered on our cash flow target for the year, and our focus on
rewarding shareholders remained resolute, as evidenced by a 34 percent
increase in declared dividends for 2012.”
Electronic and Functional Materials
Sales in Electronic and Functional Materials were $1.1 billion, up
3 percent from the same quarter last year, as price declined 4 percent
and volume increased 7 percent. Dow Electronic Materials reported modest
revenue growth, driven primarily by Semiconductor Technologies, where
higher foundry utilization in Korea and Taiwan contributed to stronger
demand year over year. Semiconductor Technologies experienced
mid-to-high single-digit sales growth, as double-digit volume growth was
offset by price declines in the business.
Functional Materials revenue increased in all geographic areas, as
volume gains outpaced price declines. Stronger year-end demand in key
market segments such as energy, water, pharmaceutical, personal care and
food drove volume gains. The food sector saw particular strength during
the year, driven by new product introductions.
Equity earnings for the segment were $13 million, or $21 million on an
adjusted basis. This compares with $32 million in the year-ago period.
The decline was driven by Dow Corning as a result of costs associated
with the joint venture’s recently announced restructuring actions and
ongoing polysilicon value chain weakness. EBITDA was $155 million or
$211 million on an adjusted basis. This compares with $234 million in
the year-ago period.
Coatings and Infrastructure Solutions
Coatings and Infrastructure Solutions reported sales of $1.6 billion, up
1 percent compared with the same period last year. Volume increased
5 percent versus the prior year, while price decreased 4 percent.
Dow Coating Materials reported sales gains as a result of improving
demand conditions and share gains in both Industrial and Architectural
Coatings, which drove volume improvements. This offset price declines
during the quarter. Lower pricing in epoxy-based products continued to
hamper sales and profitability. Dow Building and Construction
experienced a reduction in sales, as volumes decreased versus same
quarter last year – primarily as a result of the 2012 implementation of
previously announced STYROFOAM™ asset closures in Europe. Dow Water and
Process Solutions reported a slight sales decline as a result of lower
volumes, which were driven by the timing of large capital projects and
softness in the industry.
The segment reported equity losses of $46 million, or equity earnings of
$35 million on an adjusted basis. This compares with $102 million in the
same period last year. The decline was driven by Dow Corning, as a
result of costs associated with the joint venture’s recently announced
restructuring actions and ongoing polysilicon value chain weakness.
EBITDA for the segment was $36 million or $129 million on an adjusted
basis. This compares with EBITDA of $177 million or $237 million on an
adjusted basis in the year-ago period.
Agricultural Sciences
Agricultural Sciences reported record fourth quarter sales of
$1.6 billion, up 17 percent versus the year-ago period. Volume increased
13 percent and price rose 4 percent. The segment also reported record
sales for the year of $6.4 billion, driven by increased customer
adoption of new products and healthy industry fundamentals.
Fourth quarter sales of Crop Protection rose 10 percent versus the
year-ago period, driven by broad-based gains across all geographic
areas. Sales of new crop protection products grew 11 percent for the
quarter and 19 percent for the full year, placing the business on track
to exceed its target of $800 million in annual sales from these products
by 2013.
Seeds, Traits and Oils reported a 44 percent sales gain in the quarter
versus the year-ago period, driven by continued strong growth in both
North America and Latin America. For the year, Seeds, Traits and Oils
sales increased 27 percent, with significant increases in key crops,
including corn, soybeans and healthy oils. Strong farmer demand fueled
gains for SmartStax® corn hybrids.
EBITDA for the segment was a new fourth quarter record of $156 million,
up from $145MM last year.
Performance Materials
Sales in Performance Materials were $3.4 billion, down 5 percent versus
the year-ago period. Volume declined 2 percent and price declined 3
percent on an adjusted basis compared with the same period last year.
Europe, Asia Pacific and Latin America all reported price and volume
declines. Double-digit volume gains in Polyurethanes, Amines and
Oxygenated Solvents drove sales growth in North America.
Propylene Oxide / Propylene Glycol sales declined, driven primarily by
lower prices in all regions. Polyurethane sales were lower principally
due to the shutdown of toluene diisocyanate capacity in Brazil. Sales
declined in Polyglycols, Surfactants and Fluids due to lower volume in
Europe and Asia Pacific. Volume gains in Oxygenated Solvents and
Chlorinated Organics were more than offset by lower prices in all
geographic areas. Revenue increased in Epoxy, due to new Liquid Epoxy
Resin capacity in Europe, as well as higher Phenolics sales.
Equity losses for the quarter were $25 million. The segment reported
EBITDA losses of $137 million on a reported basis, or EBITDA of $267
million on an adjusted basis. This compares with EBITDA of $225 million,
or $344 million on an adjusted basis during the year-ago period.
Performance Plastics
Sales in Performance Plastics were $3.7 billion, up 1 percent compared
with the same quarter last year. Price increased 2 percent, as volume
declined 1 percent. Volume gains were achieved in North America, Latin
America and Asia Pacific.
Fourth quarter sales increased in Performance Packaging, driven by gains
in North America and Latin America. Performance Packaging volumes
declined in Europe, Middle East and Africa (EMEA), partially offset by
increases in North America. EMEA recorded the most price improvement
over the same quarter last year.
Dow Elastomers sales declined versus the year-ago period, despite volume
growth in North America, Latin America, and Asia Pacific. Dow Electrical
and Telecommunications sales were down as increases in Asia Pacific were
offset by declines in other areas. Dow Hygiene and Medical increased
both volume and price in the quarter, with double-digit volume gains in
Latin America and Asia Pacific.
Equity earnings for the segment were $33 million, which compares with
$32 million in the year-ago period. EBITDA for the segment was
$803 million, or $829 million excluding certain items. This compares
with EBITDA of $667 million in the same period last year.
Feedstocks and Energy
Sales in Feedstocks and Energy were $2.6 billion, down 9 percent versus
the same period last year. In Hydrocarbons, sales declined as a result
of lower sales of olefins due to lighter feedslates, as well as the
expiration of contract sales related to the divestiture of Dow’s
Polypropylene business. The Chlor-Alkali / Chlor-Vinyl business
benefited from higher caustic soda prices due largely to stable demand
and tight supply conditions in North America and Europe. These prices
were more than offset by lower year-over-year vinyl chloride monomer
sales, as a result of lower volumes, driven by asset shutdowns in 2011.
Sales declined in Ethylene Oxide / Ethylene Glycol compared with the
year-ago period. These declines were due in part to lower available
volume stemming from planned maintenance activities.
Equity earnings were $152 million, up from $115 million in the same
quarter last year. EBITDA for the segment was $186 million, or $193
million on an adjusted basis. This is up from $175 million in the same
quarter last year.
Review of Results for 2012
Sales were $56.8 billion, down 5 percent, or 3 percent on an adjusted
basis, with currency representing nearly two-thirds of the decline.
Sales decreased in most operating segments and in all geographic areas.
This was led by Western Europe, which was down 4 percent.
On a reported basis, volume decreased 2 percent in 2012. Adjusted volume
increased 1 percent, as Asia Pacific and EMEA reported volume growth
during the year (up 3 percent and 1 percent respectively). Volume in
North America remained flat year over year, while Latin America reported
a volume decline of 1 percent.
Price was down 3 percent, or 4 percent on an adjusted basis. Currency
was a key driver, contributing $1.3 billion – or more than half of the
decline. Purchased feedstock and energy costs decreased $2.5 billion.
EBITDA for the full year was $5.6 billion, or $7.5 billion on an
adjusted basis.
Dow reported full-year earnings of $0.70 per share, or $1.90 per share
on an adjusted basis. This compares with prior-year earnings of
$2.05 per share, or adjusted earnings of $2.54 per share.
Dow’s global operating rate was 81 percent, up 1 percentage point versus
2011.
Research and Development (R&D) expenses and Selling, General and
Administrative (SG&A) expenses together increased $135 million on a
full-year basis. Agricultural Sciences represented $128 million of this
increase, reflecting the Company’s commitment to prioritize spending in
key growth sectors.
Throughout the year, the Company maintained its focus on lowering debt,
reporting a gross debt reduction of $613 million in 2012. In addition,
year-over-year interest expense declined $72 million.
Outlook
Commenting on the Company’s outlook, Liveris said:
“Dow enters 2013 squarely focused on driving earnings growth, increasing
cash flow and rewarding shareholders. And while our business plans do
not call for material macroeconomic tailwinds, we will fully harvest our
feedstock strength, particularly in Performance Plastics, and further
accelerate growth in our technology-driven Agricultural Sciences
segment. In addition, we have deployed $2.5 billion of cost reductions
and cash flow improvements, and are aggressively managing our portfolio
– by prioritizing our growth programs and driving selective, non-core
divestitures. Collectively these actions demonstrate our firm resolve to
control what we can control, and proactively implement the right
strategic decisions to accelerate Dow’s performance.
“We have the right catalysts firmly in place. Our feedstock advantage,
particularly as the ethylene cycle unfolds, and the commercialization of
our technology pipeline, as well as our integration investments in the
U.S. Gulf Coast and Sadara as a whole differentiate Dow, and will
continue to propel our strategy to deliver higher earnings growth and
increasingly reward shareholders.”
Dow will host a live Webcast of its fourth quarter earnings conference
call with investors to discuss its results, business outlook and other
matters today at 9:00 a.m. ET on www.dow.com.
(1)
“Adjusted earnings per share” is defined as earnings per share
excluding the impact of “Certain Items.” See Supplemental
Information at the end of the release for a description of these
items, as well as a reconciliation of adjusted earnings per share to
“Earnings per common share - diluted.”
(2)
EBITDA is defined as earnings (i.e., “Net Income”) before interest,
income taxes, depreciation and amortization. A reconciliation of
EBITDA to "Net Income (Loss) Available for The Dow Chemical Company
Common Stockholders" is provided following the Operating Segments
table.
(3)
Adjusted EBITDA is defined as EBITDA excluding the impact of
“Certain Items.”
(4)
Adjusted EBITDA margin is defined as EBITDA excluding the impact of
Certain Items as a percentage of reported sales.
(5)
“Adjusted sales” is defined as “Net Sales” excluding sales related
to prior-period divestitures.
(6)
“Adjusted volume” is defined as reported volume excluding the impact
of prior-period divestitures.
(7)
“Adjusted price” is defined as reported price excluding the impact
of prior-period divestitures.
®™* Trademark of The Dow Chemical Company ("Dow") or an affiliated
company of Dow
®SmartStax multi-event technology developed by Dow
AgroSciences LLC and Monsanto. SmartStax is a trademark of Monsanto
Technology LLC.
About Dow
Dow (NYSE: DOW) combines the power of science and technology to
passionately innovate what is essential to human progress. The Company
connects chemistry and innovation with the principles of sustainability
to help address many of the world's most challenging problems such as
the need for clean water, renewable energy generation and conservation,
and increasing agricultural productivity. Dow's diversified
industry-leading portfolio of specialty chemical, advanced materials,
agrosciences and plastics businesses delivers a broad range of
technology-based products and solutions to customers in approximately
160 countries and in high growth sectors such as electronics, water,
energy, coatings and agriculture. In 2012, Dow had annual sales of
$57 billion and employed approximately 54,000 people worldwide. The
Company's more than 5,000 products are manufactured at 188 sites in
36 countries across the globe. References to "Dow" or the "Company" mean
The Dow Chemical Company and its consolidated subsidiaries unless
otherwise expressly noted. More information about Dow can be found at www.dow.com.
Use of non-GAAP financial measures: Dow’s management believes that
measures of income adjusted to exclude certain items (“non-GAAP”
financial measures) provide relevant and meaningful information to
investors about the ongoing operating results of the Company. Such
financial measures are not recognized in accordance with accounting
principles generally accepted in the United States of America (“GAAP”)
and should not be viewed as an alternative to GAAP financial measures of
performance. Reconciliations of non-GAAP financial measures to GAAP
financial measures are provided in the Supplemental Information tables.
Note: The forward-looking statements contained in this document
involve risks and uncertainties that may affect the Company’s
operations, markets, products, services, prices and other factors as
discussed in filings with the Securities and Exchange Commission. These
risks and uncertainties include, but are not limited to, economic,
competitive, legal, governmental and technological factors. Accordingly,
there is no assurance that the Company’s expectations will be realized.
The Company assumes no obligation to provide revisions to any
forward-looking statements should circumstances change, except as
otherwise required by securities and other applicable laws.
Financial Statements (Note A)
The Dow Chemical Company and Subsidiaries
Consolidated Statements of Income
Three Months Ended
Twelve Months Ended
In millions, except per share amounts (Unaudited)
Dec 31, 2012
Dec 31, 2011
Dec 31, 2012
Dec 31, 2011
Net Sales
$
13,917
$
14,097
$
56,786
$
59,985
Cost of sales
11,939
12,433
47,792
51,029
Research and development expenses
463
433
1,708
1,646
Selling, general and administrative expenses
741
702
2,861
2,788
Amortization of intangibles
117
123
478
496
Goodwill impairment loss (Note B)
220
—
220
—
Restructuring charges (Note C)
986
—
1,343
—
Acquisition-related integration expenses (Note D)
—
—
—
31
Equity in earnings of nonconsolidated affiliates (Note E)
44
259
536
1,223
Sundry income (expense) - net (Note F)
(50
)
6
(27
)
(316
)
Interest income
15
14
41
40
Interest expense and amortization of debt discount
310
331
1,269
1,341
Income (Loss) Before Income Taxes
(850
)
354
1,665
3,601
Provision (Credit) for income taxes (Note G)
(99
)
271
565
817
Net Income (Loss)
(751
)
83
1,100
2,784
Net income (loss) attributable to noncontrolling interests
(120
)
18
(82
)
42
Net Income (Loss) Attributable to The Dow Chemical Company
(631
)
65
1,182
2,742
Preferred stock dividends
85
85
340
340
Net Income (Loss) Available for The Dow Chemical Company Common
Stockholders
$
(716
)
$
(20
)
$
842
$
2,402
Per Common Share Data:
Earnings (Loss) per common share - basic
$
(0.61
)
$
(0.02
)
$
0.71
$
2.06
Earnings (Loss) per common share - diluted
$
(0.61
)
$
(0.02
)
$
0.70
$
2.05
Common stock dividends declared per share of common stock
$
0.32
$
0.25
$
1.21
$
0.90
Weighted-average common shares outstanding - basic
1,175.6
1,154.3
1,169.7
1,149.0
Weighted-average common shares outstanding - diluted
1,175.6
1,154.3
1,176.4
1,158.2
Depreciation
$
527
$
553
$
2,057
$
2,177
Capital Expenditures
$
1,009
$
1,067
$
2,614
$
2,687
See Notes to the Consolidated Financial Statements:
The Dow Chemical Company and Subsidiaries Notes to the
Consolidated Financial Statements
Note A: The unaudited consolidated financial statements
reflect all adjustments which, in the opinion of management, are
considered necessary for a fair presentation of the results for the
periods covered. These statements should be read in conjunction with the
audited consolidated financial statements and notes thereto included in
the Company's Annual Report on Form 10-K for the year ended December 31,
2011. Except as otherwise indicated by the context, the terms "Company"
and "Dow" as used herein mean The Dow Chemical Company and its
consolidated subsidiaries.
Note B: During the fourth quarter of 2012, the Company
recorded a pretax charge of $220 million for a goodwill impairment loss
related to the Dow Formulated Systems reporting unit.
Note C: On March 27, 2012, the Company's Board of Directors
approved a restructuring plan ("1Q12 Restructuring") as part of a series
of actions to optimize its portfolio, respond to changing and volatile
economic conditions, particularly in Western Europe, and to advance the
Company's Efficiency for Growth program. The 1Q12 Restructuring plan
includes the shutdown of a number of manufacturing facilities and a
workforce reduction. As a result of these activities, the Company
recorded pretax restructuring charges of $357 million in the first
quarter of 2012 that included asset write-downs and write-offs,
severance and costs associated with exit and disposal activities. In the
fourth quarter of 2012, the Company recorded a pretax gain of $4 million
for restructuring charge adjustments related to asset write-downs and
contract cancellation fees.
On October 23, 2012, the Company's Board of Directors approved a
restructuring plan ("4Q12 Restructuring") to advance the next stage of
the Company's transformation and to address macroeconomic uncertainties.
The 4Q12 Restructuring plan accelerates the Company's structural cost
reduction program and will affect approximately 2,800 positions. The
4Q12 Restructuring plan also includes asset impairments related to the
shutdown of 20 manufacturing facilities, the write-off of certain
capital project spending and an impairment charge related to the
write-down of Dow Kokam LLC's long-lived assets. As a result of these
activities, the Company recorded pretax restructuring charges of
$990 million in the fourth quarter of 2012 that included asset
write-downs and write-offs, severance and costs associated with exit or
disposal activities.
Note D: During the first quarter of 2011, pretax charges
totaling $31 million were recorded for integration costs related to the
April 1, 2009 acquisition of Rohm and Haas Company.
Note E: In the fourth quarter of 2012, the Company recognized
an $89 million loss related to the abandonment of a polycrystalline
silicon plant expansion as well as restructuring charges incurred at Dow
Corning Corporation, a nonconsolidated affiliate. In the fourth quarter
of 2012, the Company also recorded a $73 million loss related to project
development and other costs associated with Sadara Chemical Company, a
nonconsolidated affiliate. In the third quarter of 2011, the Company
recognized an $86 million gain related to cash collected on a previously
impaired note receivable related to Equipolymers, a nonconsolidated
affiliate.
Note F: In the fourth quarter of 2012, the Company recognized
a pretax loss of $99 million on the early extinguishment of debt; a
pretax loss of $24 million was recognized in the first quarter of 2012;
and a pretax loss of $482 million was recognized in the first half of
2011.
In the fourth quarter of 2012, the Company recognized a pretax gain
of $8 million related post-closing adjustments on the sale of a contract
manufacturing business; a pretax loss of $42 million ($44 million gain
after tax) was recognized in the fourth quarter of 2011.
Note G: In the fourth quarter of 2011, the Company established
a valuation allowance against the deferred tax assets of two Dow
entities in Brazil in the amount of $264 million.
Pension and other postretirement benefits - noncurrent
11,459
9,034
Asbestos-related liabilities - noncurrent
530
608
Other noncurrent obligations
3,353
3,109
Total other noncurrent liabilities
16,179
13,842
Redeemable Noncontrolling Interest
147
147
Stockholders’ Equity
Preferred stock, series A
4,000
4,000
Common stock
3,008
2,961
Additional paid-in capital
3,281
2,663
Retained earnings
18,495
19,087
Accumulated other comprehensive loss
(7,516
)
(5,996
)
Unearned ESOP shares
(391
)
(434
)
The Dow Chemical Company’s stockholders’ equity
20,877
22,281
Noncontrolling interests
990
1,010
Total equity
21,867
23,291
Total Liabilities and Equity
$
69,605
$
69,224
See Notes to the Consolidated Financial Statements.
The Dow Chemical Company and Subsidiaries
Operating Segments
Three Months Ended
Twelve Months Ended
In millions (Unaudited)
Dec 31, 2012
Dec 31, 2011
Dec 31, 2012
Dec 31, 2011
Sales by operating segment
Electronic and Functional Materials
$
1,098
$
1,063
$
4,481
$
4,599
Coatings and Infrastructure Solutions
1,577
1,561
6,898
7,200
Agricultural Sciences
1,566
1,344
6,382
5,655
Performance Materials
3,355
3,550
13,608
14,647
Performance Plastics
3,677
3,659
14,479
16,257
Feedstocks and Energy
2,582
2,846
10,695
11,302
Corporate
62
74
243
325
Total
$
13,917
$
14,097
$
56,786
$
59,985
EBITDA (1) by operating segment
Electronic and Functional Materials
$
155
$
234
$
958
$
1,084
Coatings and Infrastructure Solutions
36
177
823
1,167
Agricultural Sciences
156
145
977
913
Performance Materials
(137
)
225
1,036
1,748
Performance Plastics
803
667
3,018
3,440
Feedstocks and Energy
186
175
718
940
Corporate
(1,074
)
(211
)
(1,939
)
(1,507
)
Total
$
125
$
1,412
$
5,591
$
7,785
Certain items increasing (decreasing) EBITDA by operating segment (2)
Electronic and Functional Materials
$
(56
)
$
—
$
(73
)
$
—
Coatings and Infrastructure Solutions
(93
)
(60
)
(134
)
(60
)
Agricultural Sciences
—
—
—
—
Performance Materials
(404
)
(119
)
(590
)
(119
)
Performance Plastics
(26
)
—
(26
)
86
Feedstocks and Energy
(7
)
—
(7
)
—
Corporate
(895
)
—
(1,032
)
(513
)
Total
$
(1,481
)
$
(179
)
$
(1,862
)
$
(606
)
EBITDA excluding certain items by operating segment
Electronic and Functional Materials
$
211
$
234
$
1,031
$
1,084
Coatings and Infrastructure Solutions
129
237
957
1,227
Agricultural Sciences
156
145
977
913
Performance Materials
267
344
1,626
1,867
Performance Plastics
829
667
3,044
3,354
Feedstocks and Energy
193
175
725
940
Corporate
(179
)
(211
)
(907
)
(994
)
Total
$
1,606
$
1,591
$
7,453
$
8,391
Continued
The Dow Chemical Company and Subsidiaries
Operating Segments (Continued)
Three Months Ended
Twelve Months Ended
In millions (Unaudited)
Dec 31, 2012
Dec 31, 2011
Dec 31, 2012
Dec 31, 2011
Equity in earnings (losses) of nonconsolidated affiliates by
operating segment (included in EBITDA)
Electronic and Functional Materials
$
13
$
32
$
94
$
104
Coatings and Infrastructure Solutions
(46
)
102
50
321
Agricultural Sciences
(2
)
1
1
4
Performance Materials
(25
)
(11
)
(92
)
(31
)
Performance Plastics
33
32
134
303
Feedstocks and Energy
152
115
452
561
Corporate
(81
)
(12
)
(103
)
(39
)
Total
$
44
$
259
$
536
$
1,223
(1)
The Company uses EBITDA (which Dow defines as earnings (i.e., "Net
Income") before interest, income taxes, depreciation and
amortization) as its measure of profit/loss for segment reporting
purposes. EBITDA by operating segment includes all operating items
relating to the businesses, except depreciation and amortization;
items that principally apply to the Company as a whole are assigned
to Corporate. A reconciliation of EBITDA to "Net Income (Loss)
Available for The Dow Chemical Company Common Stockholders" is
provided below.
Reconciliation of EBITDA to "Net Income (Loss) Available for The
Dow Chemical Company Common Stockholders"
Three Months Ended
Twelve Months Ended
In millions (Unaudited)
Dec 31, 2012
Dec 31, 2011
Dec 31, 2012
Dec 31, 2011
EBITDA
$
125
$
1,412
$
5,591
$
7,785
- Depreciation and amortization
680
741
2,698
2,883
+ Interest income
15
14
41
40
- Interest expense and amortization of debt discount
310
331
1,269
1,341
Income (Loss) Before Income Taxes
$
(850
)
$
354
$
1,665
$
3,601
- Provision (Credit) for income taxes
(99
)
271
565
817
- Net income (loss) attributable to noncontrolling interests
(120
)
18
(82
)
42
- Preferred stock dividends
85
85
340
340
Net Income (Loss) Available for The Dow Chemical Company Common
Stockholders
$
(716
)
$
(20
)
$
842
$
2,402
(2) See Supplemental Information for a description of certain items
affecting results in 2012 and 2011.
Sales by Geographic Area
Three Months Ended
Twelve Months Ended
In millions (Unaudited)
Dec 31, 2012
Dec 31, 2011
Dec 31, 2012
Dec 31, 2011
North America
$
4,814
$
4,872
$
20,294
$
21,345
Europe, Middle East and Africa
4,505
4,644
19,185
20,840
Asia Pacific
2,662
2,669
10,247
10,554
Latin America
1,936
1,912
7,060
7,246
Total
$
13,917
$
14,097
$
56,786
$
59,985
Continued
Sales Volume and Price by Operating Segment and Geographic Area
Three Months Ended
Twelve Months Ended
December 31, 2012
December 31, 2012
Percentage change from prior year
Volume
Price
Total
Volume
Price
Total
Electronic and Functional Materials
7
%
(4
)%
3
%
—
(3
)%
(3
)%
Coatings and Infrastructure Solutions
5
(4
)
1
2
(6
)
(4
)
Agricultural Sciences
13
4
17
10
3
13
Performance Materials
(2
)
(3
)
(5
)
(1
)
(6
)
(7
)
Performance Plastics
(1
)
2
1
(7
)
(4
)
(11
)
Feedstocks and Energy
(10
)
1
(9
)
(3
)
(2
)
(5
)
Total
—
(1
)%
(1
)%
(2
)%
(3
)%
(5
)%
North America
1
%
(2
)%
(1
)%
(3
)%
(2
)%
(5
)%
Europe, Middle East and Africa
(6
)
3
(3
)
(4
)
(4
)
(8
)
Asia Pacific
5
(5
)
—
3
(6
)
(3
)
Latin America
1
—
1
(2
)
(1
)
(3
)
Total
—
(1
)%
(1
)%
(2
)%
(3
)%
(5
)%
Sales Volume and Price by Operating Segment and Geographic Area
Excluding Divestitures (1)
Three Months Ended
Twelve Months Ended
December 31, 2012
December 31, 2012
Percentage change from prior year
Volume
Price
Total
Volume
Price
Total
Electronic and Functional Materials
7
%
(4
)%
3
%
—
(3
)%
(3
)%
Coatings and Infrastructure Solutions
5
(4
)
1
2
(6
)
(4
)
Agricultural Sciences
13
4
17
10
3
13
Performance Materials
(2
)
(3
)
(5
)
—
(6
)
(6
)
Performance Plastics
(1
)
2
1
1
(4
)
(3
)
Feedstocks and Energy
(10
)
1
(9
)
(3
)
(2
)
(5
)
Total
—
(1
)%
(1
)%
1
%
(4
)%
(3
)%
North America
1
%
(2
)%
(1
)%
—
(2
)%
(2
)%
Europe, Middle East and Africa
(6
)
3
(3
)
1
(5
)
(4
)
Asia Pacific
5
(5
)
—
3
(6
)
(3
)
Latin America
1
—
1
(1
)
(1
)
(2
)
Total
—
(1
)%
(1
)%
1
%
(4
)%
(3
)%
(1)
Excludes sales of the Polypropylene business, divested on September
30, 2011, and sales of Dow Haltermann divested during 2011.
Supplemental Information
Description of Certain Items Affecting Results:
The following table summarizes the impact of certain items recorded in
the three-month periods ended December 31, 2012 and December 31, 2011:
Certain Items Impacting Results
Pretax Impact (1)
Net Income (2)
EPS - Diluted (3)
Three Months Ended
Three Months Ended
Three Months Ended
In millions, except per share amounts (Unaudited)
Dec 31, 2012
Dec 31, 2011
Dec 31, 2012
Dec 31, 2011
Dec 31, 2012
Dec 31, 2011
Adjusted to exclude certain items (non-GAAP measures)
$
389
$
289
$
0.33
$
0.25
Certain items:
Asset impairments and related costs
$
—
$
(77
)
—
(51
)
—
(0.05
)
Warranty accrual adjustment of exited business
—
(60
)
—
(38
)
—
(0.03
)
Restructuring plan implementation costs
(22
)
—
(14
)
—
(0.01
)
—
Goodwill impairment
(220
)
—
(220
)
—
(0.19
)
—
1Q12 Restructuring credit
4
—
7
—
—
—
4Q12 Restructuring charge
(990
)
—
(671
)
—
(0.57
)
—
Charge related to Dow Corning restructuring and asset abandonment
(89
)
—
(82
)
—
(0.07
)
—
Charge for Sadara related development and other costs
(73
)
—
(70
)
—
(0.06
)
—
Gain (Loss) on sale of contract manufacturing business
8
(42
)
8
44
0.01
0.04
Loss on early extinguishment of debt
(99
)
—
(63
)
—
(0.05
)
—
Tax valuation allowance
—
—
—
(264
)
—
(0.23
)
Total certain items
$
(1,481
)
$
(179
)
$
(1,105
)
$
(309
)
$
(0.94
)
$
(0.27
)
Reported (GAAP amounts)
$
(716
)
$
(20
)
$
(0.61
)
$
(0.02
)
(1)
Impact on "Income (Loss) Before Income Taxes."
(2)
"Net Income (Loss) Available for The Dow Chemical Company Common
Stockholders."
(3)
"Earnings (Loss) per common share - diluted."
Results in the fourth quarter of 2012 were impacted by the following
items:
Pretax charges of $22 million for implementation costs related to the
Company's restructuring programs. The charges were included in "Cost
of sales" ($1 million) and "Selling, general and administrative
expenses" ($21 million) in the consolidated statements of income and
reflected in Corporate.
Pretax charge of $220 million for a goodwill impairment loss related
to the Dow Formulated Systems reporting unit. The charge was included
in "Goodwill impairment loss" in the consolidated statements of income
and reflected in Performance Materials.
Pretax gain of $4 million ($7 million gain after tax) for adjustments
to asset write-downs and contract cancellation fees related to the
1Q12 Restructuring plan. The gain was included in "Restructuring
charges" in the consolidated statements of income and reflected in
Coatings and Infrastructure Solutions.
Pretax restructuring charges of $990 million. On October 23, 2012, the
Company's Board of Directors approved a restructuring plan ("4Q12
Restructuring") to advance the next stage of the Company's
transformation and to address macroeconomic uncertainties. The 4Q12
Restructuring plan accelerates the Company's structural cost reduction
program and will affect approximately 2,800 positions. The 4Q12
Restructuring plan also includes asset impairments related to the
shutdown of 20 manufacturing facilities, the write-off of certain
capital project spending and an impairment charge related to the
write-down of Dow Kokam LLC's long-lived assets. As a result of these
activities, the Company recorded pretax restructuring charges of
$990 million in the fourth quarter of 2012 consisting of costs
associated with exit and disposal activities of $39 million, severance
costs of $375 million and costs associated with asset write-downs and
write-offs of $576 million. The charges were included in
"Restructuring charges" in the consolidated statements of income and
reflected in the Company's segment results as follows: $48 million in
Electronic and Functional Materials, $16 million in Coatings and
Infrastructure Solutions, $192 million in Performance Materials,
$26 million in Performance Plastics, $7 million in Feedstocks and
Energy and $701 million in Corporate.
Pretax loss of $89 million related to the abandonment of a
polycrystalline silicon plant expansion as well as restructuring
charges incurred at Dow Corning Corporation, a nonconsolidated
affiliate. The loss was included in "Equity in earnings of
nonconsolidated affiliates" in the consolidated statements of income
and reflected in Electronic and Functional Materials ($8 million) and
Coatings and Infrastructure Solutions ($81 million).
Pretax loss of $73 million related to expensed project development and
other costs associated with Sadara Chemical Company, a nonconsolidated
affiliate. The loss was included in "Equity in earnings of
nonconsolidated affiliates" in the consolidated statements of income
and is reflected in Corporate.
Pretax gain of $8 million related post-closing adjustments on the sale
of a contract manufacturing business. The gain was included in "Sundry
income (expense) - net" in the consolidated statements of income and
reflected in Performance Materials.
Pretax loss of $99 million on the early extinguishment of debt
included in "Sundry income (expense) - net" in the consolidated
statements of income and reflected in Corporate.
Results in the fourth quarter of 2011 were impacted by the following
items:
Pretax charges totaling $77 million for asset impairments and related
costs in the Polyurethanes business. The charges were included in
"Cost of sales" in the consolidated statements of income and reflected
in Performance Materials.
Pretax charges of $60 million for a warranty accrual adjustment
related to an exited business. The charge was included in "Cost of
sales" in the consolidated statements of income and reflected in
Coatings and Infrastructure Solutions.
Pretax loss of $42 million ($44 million gain after tax) on the sale of
a contract manufacturing business. The pretax loss was included in
"Sundry income (expense) - net" in the consolidated statements of
income and reflected in Performance Materials.
A valuation allowance was established against the deferred tax assets
of two Dow entities in Brazil in the amount of $264 million.
The following table summarizes the impact of certain items recorded in
the years ended December 31, 2012 and December 31, 2011:
Certain Items Impacting Results
Pretax Impact (1)
Net Income (2)
EPS - Diluted (3)
Twelve Months Ended
Twelve Months Ended
Twelve Months Ended
In millions, except per share amounts (Unaudited)
Dec 31, 2012
Dec 31, 2011
Dec 31, 2012
Dec 31, 2011
Dec 31, 2012
Dec 31, 2011
Adjusted to exclude certain items (non-GAAP measures)
$
2,249
$
2,959
$
1.90
$
2.54
Certain items:
Asset impairments and related costs
$
—
$
(77
)
—
(51
)
—
(0.05
)
Warranty accrual adjustment of exited business
—
(60
)
—
(38
)
—
(0.03
)
Restructuring plan implementation costs
(22
)
—
(14
)
—
(0.01
)
—
Goodwill impairment
(220
)
—
(220
)
—
(0.19
)
—
1Q12 Restructuring charge
(353
)
—
(280
)
—
(0.25
)
—
4Q12 Restructuring charge
(990
)
—
(671
)
—
(0.57
)
—
Acquisition-related integration costs
—
(31
)
—
(20
)
—
(0.02
)
Gain on collection of impaired note receivable
—
86
—
86
—
0.07
Charge related to Dow Corning restructuring and asset abandonment
(89
)
—
(82
)
—
(0.07
)
—
Charge for Sadara related development and other costs
(73
)
—
(70
)
—
(0.06
)
—
Gain (Loss) on sale of a contract manufacturing business
8
(42
)
8
44
0.01
0.04
Loss on early extinguishment of debt
(123
)
(482
)
(78
)
(314
)
(0.06
)
(0.27
)
Tax valuation allowance
—
—
—
(264
)
—
(0.23
)
Total certain items
$
(1,862
)
$
(606
)
$
(1,407
)
$
(557
)
$
(1.20
)
$
(0.49
)
Reported (GAAP amounts)
$
842
$
2,402
$
0.70
$
2.05
(1)
Impact on "Income Before Income Taxes."
(2)
"Net Income Available for The Dow Chemical Company Common
Stockholders."
(3)
"Earnings per common share - diluted."
In addition to the items described above for the fourth quarter of 2012,
results for the year ended December 31, 2012 were unfavorably impacted
by two items:
Pretax restructuring charges of $357 million. On March 27, 2012, the
Company's Board of Directors approved a restructuring plan ("1Q12
Restructuring") as part of a series of actions to optimize its
portfolio, respond to changing and volatile economic conditions,
particularly in Western Europe, and to advance the Company's
Efficiency for Growth program, initiated by the Company in the second
quarter of 2011. The restructuring plan includes the shutdown of a
number of manufacturing facilities and a workforce reduction. As a
result of these activities, the Company recorded pretax restructuring
charges of $357 million in the first quarter of 2012 consisting of
costs associated with exit and disposal activities of $150 million,
severance costs of $113 million and costs associated with asset
write-downs and write-offs of $94 million. The impact of the charges
was shown as "Restructuring charges" in the consolidated statements of
income and is reflected in the Company's segment results as follows:
$17 million in Electronic and Functional Materials, $41 million in
Coatings and Infrastructure Solutions, $186 million in Performance
Materials and $113 million in Corporate.
Pretax loss of $24 million on the early extinguishment of debt,
included in "Sundry income (expense) - net" in the consolidated
statements of income and reflected in Corporate.
In addition to the items described above for the fourth quarter of 2011,
results for the year ended December 31, 2011 were impacted by the
following items:
Pretax charges totaling $31 million for integration costs related to
the April 1, 2009 acquisition of Rohm and Haas. The charges are
included in "Acquisition-related integration expenses" in the
consolidated statements of income and reflected in Corporate.
Pretax $86 million gain related to cash collected on a previously
impaired note receivable related to Equipolymers, a nonconsolidated
affiliate. The gain is shown as "Equity in earnings of nonconsolidated
affiliates" in the consolidated statements of income and reflected in
Performance Plastics.
Pretax loss of $482 million on the early extinguishment of debt,
included in "Sundry income (expense) - net" in the consolidated
statements of income and reflected in Corporate.
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