Fitch Ratings has assigned a 'BBB+' rating to The Dow Chemical Company's (Dow) proposed senior unsecured notes.

Proceeds will be used to finance or refinance investments in Eligible Green Projects, including, but not limited to, costs associated with Dow's planned net-zero ethylene and polyethylene plant in Alberta, Canada.

Key Rating Drivers

Diversification, Flexibility Moderate Cash Flow Risk: Dow's strong end-market and geographic diversification supports its credit profile. Dow is the second largest chemical company globally, after BASF, and is the largest in North America. In 2023, its revenue was split fairly evenly between North America, EMEA, and the rest of the world. Packaging & Specialty Plastics, Industrial Intermediates & Infrastructure, and Performance Materials & Coatings generated 52%, 28%, and 19% of 2023 revenue, respectively.

Dow benefits from access to advantaged natural gas-based feedstocks, as well as the industry leading feedstock flexibility of its European assets. However, recent demand destruction in the European markets limits the benefits of this flexibility. Regardless, Fitch believes the company will benefit from this feedstock flexibility and ultimately maintain relatively resilient, through-the-cycle EBITDA margins in the mid- to upper-teens throughout the forecast period.

Dow generated over USD6 billion in operating cash flow in 2020, highlighting its ability to deliver cash flows in a weak demand-driven price environment.

Strong FCF Generation: Dow's consistent ability to generate strong FCF supports the rating. Since 2019 (including the pandemic and recovery), the company averaged USD2.9 billion in annual FCF and maintained an average FCF margin of 5.8%. Even with an expected weak market in 2023 and 2024 as well as somewhat elevated capital spending for sustainability and growth over the next few years, Fitch expects Dow to generate average annual FCF of USD2.1 billion (4.0% FCF margin) over the forecast period. In a sustained downturn, Fitch expects that Dow would moderate capital spending as it has done in the past. Moreover, working capital should continue to provide a counter-cyclical benefit to Dow in a weaker demand and price environment, as it did in 2020. Lastly, Dow's USD1.0 billion cost savings program provides an additional source of FCF in 2023.

Financial Flexibility: With approximately USD3 billion in cash at Dec. 31, 2023 and access to USD8.4 billion in committed and available credit facilities, Dow maintains robust liquidity. Debt maturities through 2027 are modest, with the only material upcoming maturity (USD1 billion) occurring in that year and virtually all indebtedness is fixed-rate. Fitch expects that Dow will maintain its strong liquidity, conservative maturity profile and demonstrated access to capital beyond our rating horizon.

Polyolefins Exposure: With 51% of its revenue generated by the Packaging & Specialty Plastics segment, Dow has exposure to volatile olefin, polyolefin, and hydrocarbon feedstock prices which can introduce significant volatility to EBITDA margins. Fitch believes that the polyolefins market will remain relatively balanced throughout the forecast period. The return of existing polyolefin production from pandemic- and weather-related shutdowns and the addition of new announced capacity is balanced by virgin plastic demand for food packaging and consumer applications that is growing faster than GDP.

Sustainability Investments: Dow's 'Decarbonize and Grow' sustainability program should position the company to meet customer demands for low-carbon solutions and its own emission reduction goals. Dow is addressing sustainability on multiple fronts, working with partners on prospective investments including electrical ethylene steam crackers, a modular nuclear reactor, a net-zero ethane cracker in Alberta, Canada, reduced CO2 emissions at its Terneuzen, Netherlands complex and advanced recycling projects.

The associated spend with these initiatives will depend on which projects are undertaken, but will likely average out to USD1 billion annually through 2030. However, Fitch also expects Dow to benefit from an annual 'through-the-cycle' EBITDA uplift of up to USD3 billion by the end of this decade from these efforts.

Derivation Summary

Dow's size, product mix and cash flow/leverage profile compare favorably with investment-grade peers. Dow is the second largest chemical company globally, after BASF SE (A/Stable) and has higher exposure to value-added production and greater exposure to cost-competitive North American feedstocks, leading to higher margins than BASF and comparable margins with LyondellBasell Industries N.V. (BBB/Positive).

Dow is also larger than diversified chemicals and manufacturing peers Dupont de Nemours, Inc. (BBB+/Stable) and Olin Corporation (BBB-/Stable). Dow's EBITDA margins in the mid to high teens are expected to be lower than Dupont, which benefits from greater exposure to specialty materials. Dow exhibits more margin stability than Olin, as Olin has greater exposure to the more volatile construction and industrial end markets.

Additionally, while Dow's EBITDA leverage is expected to climb above 2.0x in 2023, Fitch expects the company's leverage to decline below 1.5x over the medium term. Dow's EBITDA leverage compares favorably with DuPont, which is typically between 2.0x and 2.5x, and in line with or slightly lower than BASF and Lyondell. Fitch believes LyondellBasell will seek to maintain its EBITDA leverage at or below 2.0x.

Dow exhibits higher EBITDA leverage than Olin; however, Olin's lower leverage is reflective of its greater cyclicality. Dow's (cash from operations [CFO]-capex)/net debt is quite strong, historically in the 50% range and forecast to be above 30% in 2023 and 2024. This compares favorably with BASF, which has been in the mid-teens to low 20% range, and DuPont, which has exhibited more volatile (CFO-capex)/net debt.

Key Assumptions

Revenue decline of approximately 15% in 2023, with more pronounced weakness in electronics, architectural coatings, consumer and Industrial Intermediates & Infrastructure segments. Overall macro softness continues into 2024 with a modest recovery;

Fitch expects mid-single-digit growth thereafter, supported by investments in capacity expansions as well as a moderate recovery in 2024 that gains momentum in 2025;

Fitch-calculated EBITDA margins contract to approximately 13% in 2023, slowly recovering to the 16% range by 2026;

Capex, inclusive of 'Decarbonize and Grow' projects but excluding Dow's net zero ethylene cracker, approximately in line with D&A;

Dividends and share repurchases equal to approximately 65% of operating income, in line with management guidance;

No additional debt repayment.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive rating action/upgrade:

EBITDA leverage sustained below 1.5x or EBITDA net leverage sustained below 1.0x;

Consistent generation of FCF and maintenance of FCF margins above 5%;

Continued track record of prudent and cashflow-linked capital allocation where balance sheet strength and liquidity are prioritized over shareholder distributions, particularly in times of stress.

Factors that could, individually or collectively, lead to negative rating action/downgrade:

EBITDA leverage sustained above 2.3x or EBITDA net leverage consistently sustained above 1.8x;

Inability to maintain consistent FCF generation;

Deviation from financial policy where shareholder distributions are prioritized over debt reduction during weaker earnings periods.

Liquidity and Debt Structure

Robust Liquidity: As of Dec. 31, 2023, Dow had approximately USD3 billion of cash on its balance sheet, plus access to USD8.4 billion in committed and available credit facilities and USD900 million and EUR500 million in A/R securitization facilities. Dow has a conservatively laddered term-to-maturity profile with minimal maturities through 2026. These sources, combined with Fitch's expectations for positive FCF generation throughout the forecast, provide Dow with ample liquidity throughout the forecast period.

Issuer Profile

Dow is a global chemical company focused on the production of plastics, intermediate chemicals, coatings and materials. With approximately USD45 billion in 2023 revenue and over 100 manufacturing facilities, Dow serves customers in over 160 countries across multiple industries, including packaging, infrastructure and construction, consumer and mobility.

Date of Relevant Committee

14 June 2023

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

ESG Considerations

The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. For more information on Fitch's ESG Relevance Scores, visit https://www.fitchratings.com/topics/esg/products#esg-relevance-scores.

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