- Earnings Per Share of $0.63; Operating
Earnings Per Share of $0.91, up 11%
- Volume Grows 10%, or 6% Excluding
Divestitures and Acquisitions, with Gains in all Geographic
Areas
- EBITDA of $2.1 Billion; Operating
EBITDA Rises $118 Million to $2.5 Billion
- EBITDA Margin of 17%; Operating EBITDA
Margin Expands to 20%
- More than $900 Million Returned to
Shareholders through Paid Dividends and Share Repurchases
The Dow Chemical Company (NYSE: DOW):
Third Quarter 2016 Highlights
- Dow reported earnings per share of
$0.63, or operating earnings per share of $0.91(1). This compares
with earnings per share of $1.09 in the year-ago period, or
operating earnings per share of $0.82. Certain Items in the quarter
primarily reflected a $0.13 per share charge related to the Dow
Corning ownership restructure and a $0.11 per share charge for
transactions and productivity actions. Results in the year-ago
period reflect a $0.32 per share gain from the Agrofresh
divestiture.
- Sales were $12.5 billion, up 4 percent
versus the year-ago period, with gains in all segments except
Performance Materials & Chemicals, which declined primarily as
a result of the Dow Chlorine Products divestiture.
- Volume grew 6 percent excluding the
impact of divestitures and acquisitions, reflecting broad-based,
consumer-driven demand with gains in all geographic areas – Europe,
Middle East, Africa and India (EMEAI) (up 9 percent);
North America (up 6 percent); Asia Pacific
(up 4 percent); and Latin America
(up 1 percent). Regional highlights included Europe
(up 9 percent), the United States (up 6 percent) and
Greater China (up 6 percent).
- Operating EBITDA(2) rose 5 percent
versus the year-ago period to $2.5 billion, with gains in Consumer
Solutions, Agricultural Sciences and Infrastructure Solutions. The
increases were driven by continued growth in consumer-driven
demand, seed sales increases in Latin America, productivity
measures and the contribution of Dow Corning’s silicones business.
Performance Materials & Chemicals declined mainly due to margin
compression.
- Operating EBITDA margin(3) expanded 25
basis points compared with the year-ago period to 20 percent,
primarily reflecting continued actions that further shifted the
business mix toward stable and growing consumer-driven end-markets,
coupled with ongoing productivity and cost cutting savings.
- Productivity and cost cutting savings
totaled $76 million in the quarter, bringing the year-to-date
contribution to $254 million, on track to exceed the 2016 target of
$300 million.
- Dow returned $928 million to
shareholders through paid dividends ($512 million) and share
repurchases ($416 million).
- The Company’s strategic investments for
growth also achieved several milestones. Dow made significant
progress on the integration of Dow Corning’s silicones business,
reaching a cost synergy run-rate of more than $200 million –
over half way toward the two-year target. The Sadara joint venture
in Saudi Arabia also successfully started up its multi-feed cracker
and a third polyethylene train, which added to the two polyethylene
trains already in operation.
Comment
Andrew N. Liveris, Dow’s chairman and chief executive officer,
stated:
“We have now achieved four full years – 16 consecutive quarters
– of year-over-year operating earnings growth and margin expansion,
during which time Dow has also delivered three consecutive years of
volume growth. We accomplished all of this in the face of a
persistently slow-growth global economic environment.
“These results reflect our resolute focus and action to continue
to drive greater resilience and predictability in our business
model, our targeted market participation, a strong innovation
agenda, a commitment to continuous productivity and self-help
actions, and strategic investments that will deliver the next level
of earnings and cash flow.
“Our increasingly consumer markets-oriented portfolio was once
again on display, with strong results reported in the businesses
that serve the packaging, automotive, electronics, construction and
agriculture markets. In our newest business addition – Dow
Corning’s silicones business – we delivered double-digit earnings
growth, while disciplined execution yielded synergies ahead of
plan. And finally, we were pleased with the ongoing advancement of
our strategic growth investments, most notably the successful
startup of the largest unit at our Sadara joint venture and steady
progress on our Texas ethylene plant, which is now more than 85
percent complete.”
Three Months Ended Sep 30, Sep 30, In
millions, except per share amounts 2016
2015 Net Sales $12,483 $12,036 Adjusted Sales(4) $11,215 $11,360
Net Income Available for Common Stockholders $719 $1,290 Net
Income Available for Common Stockholders,
Excluding Certain Items
$1,032 $959 Earnings per Common Share – Diluted $0.63 $1.09
Operating Earnings per Share $0.91
$0.82
Agricultural Sciences
Agricultural Sciences reported third quarter sales of $1.2
billion, up 6 percent versus the year-ago period. Price and volume
each rose 3 percent.
Strong demand conditions in Latin America drove double-digit
sales gains in Seeds, with price and volume both rising by
double-digits. Corn seeds sales nearly tripled primarily on
double-digit volume and price growth in Latin America as the
business increased share and met early season demand. Soybean sales
nearly tripled as well, reflecting higher price and volume due to
early orders for the Latin America planting season.
Crop Protection sales declined modestly due to lower volumes and
currency headwinds as gains in Latin America were more than offset
by declines in all other geographic areas. Insecticides improved on
increased price, while herbicides and fungicides each declined due
to lower price and volume, respectively.
EBITDA for the segment decreased to $101 million from $582
million in the year-ago period, which reflected the gain on the
AgroFresh divestiture. Operating EBITDA was $102 million, up from a
loss of $39 million in the year-ago period. This significant
increase was a result of share gains, price improvement, continued
self-help actions, the introduction of new technologies, as well as
early orders for the Latin America growing season, which more than
offset challenging industry fundamentals and low crop commodity
prices.
Equity earnings for the segment were $8 million, compared to $2
million in the year-ago period.
Consumer Solutions
Consumer Solutions delivered third quarter sales of $1.6
billion, up from $1.1 billion in the year-ago period, reflecting
the full contribution of Consumer Solutions – Silicones.
Volume increased 45 percent, reflecting the addition of Consumer
Solutions – Silicones which had robust demand in Asia Pacific, led
by demand for automotive applications. Excluding acquisitions, the
segment volume grew 3 percent, with gains across all businesses and
double-digit growth in Greater China. Dow Automotive Systems
continued its trend of growing at a rate faster than the global
automotive end-market, driven by a double-digit gain in Asia
Pacific and continued adoption of structural adhesives by original
equipment manufacturers. Consumer Care expanded its market share on
gains in home care market sectors and innovative new products
targeting personal hygiene solutions, which more than offset the
volume impact of the business’s decision to reduce its
participation in lower margin industrial market segments. Dow
Electronic Materials grew its volume above leading industry
indicators on new business wins and share gains for semiconductor,
interconnect and display technologies in smartphones.
EBITDA for the segment was a third quarter record of $375
million. Operating EBITDA rose to an all-time quarterly record of
$492 million, up significantly from $289 million in the
year-ago period. The increase in operating EBITDA reflects the
contribution from Consumer Solutions – Silicones, new commercial
wins, and market share gains.
Equity earnings for the segment were $9 million, compared to $14
million in the year-ago period.
Infrastructure Solutions
Infrastructure Solutions reported third quarter sales of $2.5
billion, up from $1.9 billion in the year-ago period, reflecting
the addition of Infrastructure Solutions – Silicones, which more
than offset lower pricing in all businesses.
Volume increased 38 percent, reflecting the addition of
Infrastructure Solutions – Silicones which saw strong demand for
building and construction applications. Excluding acquisitions, the
segment volume declined 3 percent. Dow Building & Construction
delivered volume growth on demand for acrylic-based construction
chemicals and continued adoption of BLUEDGE™ polymeric flame
retardant technology. Energy & Water Solutions reported volume
declines due to soft demand for reverse osmosis membranes used in
industrial water applications and continued weakness in the energy
sector. Dow Coating Materials achieved a volume increase, led by
strong growth in Asia Pacific and gains in both the architectural
and industrial market sectors. Performance Monomers reported a
volume decline, as double-digit demand growth in vinyl acetate
monomer was more than offset by the business’s ongoing strategy to
reduce its merchant acrylic monomer exposure.
EBITDA for the segment was $285 million versus $325 million in
the year-ago period. Operating EBITDA was $379 million, up
from $325 million in the year-ago period. The contribution of
Infrastructure Solutions – Silicones more than offset soft demand
in Energy & Water Solutions.
Equity earnings for the segment were $25 million, flat versus
the year-ago period.
Performance Materials & Chemicals
Performance Materials & Chemicals reported third quarter
sales of $2.4 billion, down from $3.1 billion in the year-ago
period, reflecting the impact of the split-off of Dow Chlorine
Products and pricing declines in all businesses.
Volume was down 16 percent, reflecting the impact of the Dow
Chlorine Products transaction. Excluding divestitures, volume
increased 4 percent as double-digit gains in EMEAI and Asia Pacific
more than offset a decline in the Americas. Polyurethanes volume
growth was led by a double-digit increase in demand for downstream,
higher-margin systems applications, particularly for use in thermal
efficiency solutions. Industrial Solutions volume rose across all
geographies, except Latin America which remained flat, led by
growth in oxygenated solvents and demand for heat transfer fluids
into solar applications. Chlor-Alkali and Vinyl volume was flat as
planned turnarounds in several facilities offset market demand
improvement in EMEAI for vinyl chloride monomer and caustic
soda.
EBITDA was $322 million, down from $540 million in the same
period last year, primarily driven by pricing pressures that
resulted in margin compression, reduced earnings due to
prior-period divestitures and the impact of lower equity
earnings.
Equity losses for the segment were $6 million, down from equity
earnings of $54 million in the same quarter last year. More than
half of the year-over-year decline was due to higher Sadara
start-up costs, while the remainder was driven by reduced earnings
from the Kuwait joint ventures due to lower monoethylene glycol
prices and the change in ownership of the MEGlobal joint
venture.
Performance Plastics
Performance Plastics reported third quarter sales of $4.70
billion, up from $4.67 billion in the year-ago period, as volume
gains in all businesses more than offset price declines in all
businesses.
The segment reported volume growth of 10 percent. Excluding the
impact of divestitures, volume grew 11 percent, with gains
across all businesses. Dow Packaging and Specialty Plastics
achieved a third quarter record sales volume on continued
manufacturing excellence that met robust demand conditions,
highlighted by double-digit growth in developed geographies. Dow
Elastomers also achieved a third quarter record sales volume, led
by strong demand for automotive plastic components due to
increasing global consumer preference for larger vehicles that
incorporate more Dow content. Dow Electrical and Telecommunications
grew volume, led by double-digit growth in the Americas on power
cable installations and continued demand for fiber optics. The
Hydrocarbons and Energy businesses reported volume gains.
EBITDA for the segment was $1.25 billion, down from $1.35
billion in the year-ago period. Robust consumer-driven demand
conditions in packaging, transportation and infrastructure market
sectors was more than offset by lower margins in Europe and higher
costs due to planned turnaround activity.
Equity earnings for the segment were $39 million, a decline from
$50 million in the same quarter last year, primarily due to Sadara
start-up costs, which were partially offset by gains at the SCG-Dow
group.
Outlook
Commenting on the Company’s outlook, Liveris said:
“We see steady growth in North America and Europe continuing,
with Dow’s new innovations and products outpacing the market. The
strength of the consumer and emphasis on growth in Southeast Asia
and second-tier cities in China continue to drive our results in
Asia Pacific. Latin America is showing strength in the Andean
economies and Mexico, and Brazil is beginning to recover from a low
base.
“Consumer-led demand remains a notable bright spot, and we
expect continued robust growth fundamentals in our core markets of
packaging, automotive and construction, adjusting for traditional
end-of-year seasonality. Our competitive advantages in these
attractive, high-growth markets continue to be further enhanced by
the growth synergies inherent in our Dow Corning integration.
“Going forward, our team remains relentlessly focused on our
priorities – delivering the operating and financial plan through
disciplined execution on margin and volume management, self-help
and cost cutting; accelerating earnings growth and value creation
through the continued integration of Dow Corning; and successfully
closing the DowDuPont transaction. Our four-year streak of
year-over-year operating earnings growth and margin expansion fuels
our excitement about the future and confidence in our path toward
the intended creation of three focused, industry-leading companies
that will further maximize shareholder value.”
Dow will host a live webcast of its third 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) Operating 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 operating 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 Available for The Dow Chemical Company Common Stockholders"
is provided following the Operating Segments table. Operating
EBITDA is defined as EBITDA excluding the impact of “Certain
Items.” (3) EBITDA margin is defined as EBITDA as a percentage of
reported net sales. Operating EBITDA margin is defined as operating
EBITDA as a percentage of reported net sales. (4) “Adjusted Sales”
is defined as “Net Sales” adjusted for divestitures and
acquisitions. ™Trademark of The Dow Chemical Company (“Dow”)
or an affiliated company of Dow.
About Dow
Dow (NYSE: DOW) combines the power of science and technology to
passionately innovate what is essential to human progress. The
Company is driving innovations that extract value from material,
polymer, chemical and biological science to help address many of
the world’s most challenging problems such as the need for clean
water, clean energy generation and conservation, and increasing
agricultural productivity. Dow’s integrated, market-driven,
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 180 countries and in high-growth sectors such as
packaging, electronics, water, coatings and agriculture. In 2015,
Dow had annual sales of nearly $49 billion and employed
approximately 49,000 people worldwide. The Company’s more than
6,000 product families are manufactured at 179 sites in
35 countries across the globe. On June 1, 2016, Dow became the
100 percent owner of Dow Corning Corporation’s silicones business,
a global company with sales of greater than $4.5 billion in 2015,
25 manufacturing sites in 9 countries and approximately 10,000
employees worldwide. 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 measures: Dow’s management believes that
measures of income excluding certain items (“non-GAAP” measures)
provide relevant and meaningful information to investors about the
ongoing operating results of the Company. Such measurements 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 measures of performance.
Reconciliations of non-GAAP measures to GAAP measures are provided
in the Supplemental Information tables.
Note: The forward looking statements contained in this document
involve risks and uncertainties that may affect Dow’s operations,
markets, products, services, prices and other factors as discussed
in filings with the Securities and Exchange Commission (“SEC”).
These risks and uncertainties include, but are not limited to,
economic, competitive, legal, governmental and technological
factors. Accordingly, there is no assurance that Dow’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 Nine Months Ended In millions, except
per share amounts (Unaudited) Sep 30, 2016 Sep
30, 2015 Sep 30, 2016 Sep 30, 2015 Net Sales
$ 12,483 $ 12,036
$ 35,138 $ 37,316 Cost of sales (Note B) 9,841
9,349 27,067 29,030 Research and development expenses 399
382 1,159 1,194 Selling, general and administrative expenses (Note
C) 864 689 2,393 2,214 Amortization of intangibles 162 105 387 316
Restructuring charges (Note D) — — 452 375 Equity in earnings of
nonconsolidated affiliates (Note E) 70 135 191 575 Sundry income
(expense) - net (Note F) (4 ) 632 1,305 1,680 Interest income 26 18
64 46 Interest expense and amortization of debt discount
220 233 629
706 Income Before Income Taxes 1,089
2,063 4,611 5,782 Provision for
income taxes (Note G) 271 627
291 1,630 Net Income 818
1,436 4,320 4,152
Net income attributable to noncontrolling interests
14 61 54 79 Net
Income Attributable to The Dow Chemical Company 804
1,375 4,266 4,073
Preferred stock dividends 85 85
255 255 Net Income Available for The
Dow Chemical Company Common Stockholders $ 719
$ 1,290 $ 4,011 $ 3,818
Per Common Share Data: Earnings per common share -
basic $ 0.64 $ 1.12 $ 3.60 $ 3.33 Earnings per common share -
diluted (Note H) $ 0.63 $ 1.09
$ 3.48 $ 3.24
Dividends
declared per share of common stock $ 0.46 $ 0.42 $ 1.38 $ 1.26
Weighted-average common shares outstanding - basic 1,112.4 1,141.3
1,108.8 1,138.4 Weighted-average common shares outstanding -
diluted (Note H) 1,127.4 1,250.6
1,220.4 1,248.9
Depreciation $ 573 $ 494 $ 1,540 $ 1,463 Capital Expenditures
$ 1,060 $ 916 $
2,877 $ 2,817
Notes to the Consolidated Financial Statements:
Note A: The unaudited interim 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, 2015. 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: In the third quarter of 2016, the Company
recognized a pretax loss of $212 million associated with the
fair value step-up in inventories assumed in the Dow Corning
Corporation ("Dow Corning") ownership restructure ($105 million in
the second quarter of 2016) and pretax charges of $28 million
for costs associated with transactions and productivity actions
($34 million in the second quarter of 2016 and $23 million in the
first quarter of 2016). In the third quarter of 2015, the Company
recognized pretax charges of $6 million for costs associated with
transactions and productivity actions. In the second quarter of
2015, the Company recognized a pretax loss of $12 million
associated with the fair value step-up in inventories assumed in
the Univation Technologies, LLC ("Univation") step acquisition.
Note C: In the third quarter of 2016, the Company
recognized pretax charges of $135 million for costs associated
with transactions and productivity actions ($73 million in the
second quarter of 2016 and $42 million in the first quarter of
2016). In the third quarter of 2015, the Company recognized pretax
charges of $10 million for costs associated with transactions and
productivity actions ($6 million in the second quarter of
2015).
Note D: On June 27, 2016, the Board of Directors of the
Company approved a restructuring plan that incorporates actions
related to the recent ownership restructure of Dow Corning. These
actions, aligned with Dow’s value growth and synergy targets, will
result in a global workforce reduction of approximately 2,500
positions, with most of these positions resulting from synergies
related to the Dow Corning transaction. These actions are expected
to be completed during the next two years. As a result, the
Company recorded pretax restructuring charges of $449 million in
the second quarter of 2016 consisting of severance charges, asset
write-downs and write-offs, and costs associated with exit and
disposal activities.
On April 29, 2015, Dow's Board of Directors approved actions to
further streamline the organization and optimize the Company’s
footprint as a result of the separation of a significant portion of
Dow’s chlorine value chain. These actions, which will further
accelerate Dow’s value growth and productivity targets, will result
in a reduction of approximately 1,750 positions across a number of
businesses and functions and adjustments to the Company's asset
footprint to enhance competitiveness. As a result, the Company
recorded pretax restructuring charges of $375 million in the second
quarter of 2015, which included asset write-downs and write-offs,
severance charges and costs associated with exit and disposal
activities.
In the second quarter of 2016, the Company recorded a pretax
charge of $5 million related to adjustments to the Company's 2Q15
restructuring program.
Note E: In the second quarter of 2016, the Company
recognized a loss of $22 million related to a loss on the early
redemption of debt incurred by Dow Corning.
Note F: In the third quarter of 2016, the Company
recognized a pretax charge of $33 million for a retained
litigation matter related to the chlorine value chain, which was
split-off from the Company on October 5, 2015. In the second
quarter of 2016, the Company recognized a pretax gain of $2,445
million on the Dow Corning ownership restructure and a pretax gain
of $6 million related to post-closing adjustments on the
split-off of the chlorine value chain. In the first quarter of
2016, the Company recognized a pretax loss of $1,235 million
related to the settlement of the urethane matters class action
lawsuit and opt-out cases.
In the third quarter of 2015, the Company recognized a pretax
gain of $621 million related to the divestiture of the AgroFresh
business and pretax charges of $35 million for costs
associated with transactions and productivity actions ($43 million
in the second quarter of 2015 and $26 million in the first
quarter of 2015). In the second quarter of 2015, the Company
recognized a pretax gain of $361 million related to the Univation
step acquisition. In the first quarter of 2015, the Company
recognized a pretax gain of $670 million related to the
divestiture of ANGUS Chemical Company ("ANGUS") and a pretax gain
of $18 million related to the divestiture of the Sodium
Borohydride business.
Note G: In the second quarter of 2016, the Company
recognized a tax charge of $57 million for the adjustment of
an uncertain tax position associated with a historical change in
the legal ownership structure of a nonconsolidated affiliate.
Note H: "Earnings per common share - diluted" for the
three-month period ended September 30, 2015 and nine-month periods
ended September 30, 2016 and September 30, 2015, assumes the
conversion of the Company's Cumulative Convertible Perpetual
Preferred Stock, Series A into potential shares of the Company's
common stock due to the net income reported for these periods,
which include the after-tax gain on the Dow Corning ownership
restructure, the after-tax gain on the divestitures of AgroFresh
and ANGUS and the after-tax gain on the Univation step acquisition.
In accordance with U.S. GAAP, "Weighted-average common shares
outstanding - diluted" increased by 96.8 million shares and
"Net Income Attributable to The Dow Chemical Company" was used in
the calculation of "Earning per common share - diluted" for the
three-month period ended September 30, 2015 and nine-month periods
ended September 30, 2016 and September 30, 2015. See Supplemental
Information for further details.
The Dow Chemical Company and Subsidiaries
Consolidated Balance Sheets In millions (Unaudited)
Sep 30, 2016 Dec 31, 2015
Assets
Current Assets Cash and cash
equivalents (variable interest entities restricted - 2016: $135;
2015: $158) $ 7,032 $ 8,577 Accounts and notes receivable: Trade
(net of allowance for doubtful receivables - 2016: $114; 2015: $94)
4,746 4,078 Other 4,362 3,768 Inventories 8,013 6,871 Other current
assets 625 647 Total
current assets 24,778 23,941
Investments Investment in nonconsolidated affiliates 3,566
3,958 Other investments (investments carried at fair value - 2016:
$2,011; 2015: $1,866) 2,995 2,923 Noncurrent receivables
991 765 Total investments
7,552 7,646 Property Property
57,499 50,802 Less accumulated depreciation 34,188
32,948 Net property (variable interest
entities restricted - 2016: $1,026; 2015: $1,717)
23,311 17,854 Other Assets Goodwill
15,491 12,154 Other intangible assets (net of accumulated
amortization - 2016: $4,195; 2015: $3,770) 6,326 3,617 Deferred
income tax assets 2,483 2,140 Asbestos-related insurance
receivables - noncurrent 36 51 Deferred charges and other assets
647 535 Total other
assets 24,983 18,497
Total Assets $ 80,624 $ 67,938
Liabilities and Equity Current Liabilities Notes
payable $ 236 $ 454 Long-term debt due within one year 633 541
Accounts payable: Trade 4,674 3,577 Other 2,503 2,287 Income taxes
payable 480 452 Dividends payable 595 592 Accrued and other current
liabilities 3,534 3,212
Total current liabilities 12,655
11,115 Long-Term Debt (variable interest entities
nonrecourse - 2016: $395; 2015: $487) 20,423
16,215 Other Noncurrent Liabilities Deferred
income tax liabilities 1,027 587 Pension and other postretirement
benefits - noncurrent 9,839 9,119 Asbestos-related liabilities -
noncurrent 348 387 Other noncurrent obligations 5,983
4,332 Total other noncurrent
liabilities 17,197 14,425
Stockholders’ Equity Preferred stock, series A 4,000 4,000 Common
stock 3,107 3,107 Additional paid-in capital 4,916 4,936 Retained
earnings 30,884 28,425 Accumulated other comprehensive loss (7,681
) (8,667 ) Unearned ESOP shares (226 ) (272 ) Treasury stock at
cost (5,965 ) (6,155 ) The Dow Chemical
Company’s stockholders’ equity 29,035
25,374 Non-redeemable noncontrolling interests
1,314 809 Total equity
30,349 26,183 Total Liabilities
and Equity $ 80,624 $ 67,938
See Notes to the Consolidated Financial
Statements.
The Dow Chemical Company and Subsidiaries
Operating Segments Three Months Ended
Nine Months Ended In millions (Unaudited)
Sep 30, 2016 Sep 30, 2015 Sep 30, 2016
Sep 30, 2015 Sales by operating segment
Agricultural Sciences $ 1,235 $ 1,167 $ 4,458 $ 4,778 Consumer
Solutions 1,575 1,108 3,894 3,327 Infrastructure Solutions 2,534
1,900 6,213 5,689 Performance Materials & Chemicals 2,367 3,142
6,812 9,592 Performance Plastics 4,702 4,665 13,561 13,740
Corporate 70 54
200 190 Total $ 12,483
$ 12,036 $ 35,138 $
37,316 EBITDA (1) by operating segment Agricultural Sciences
$ 101 $ 582 $ 732 $ 1,246 Consumer Solutions 375 289 2,260 744
Infrastructure Solutions 285 325 1,968 860 Performance Materials
& Chemicals 322 540 (277 ) 2,335 Performance Plastics 1,251
1,349 3,479 3,837 Corporate (271 ) (162 )
(919 ) (659 ) Total $ 2,063
$ 2,923 $ 7,243 $
8,363 Certain items (increasing) decreasing EBITDA by
operating segment (2) Agricultural Sciences $ (1 ) $ 621 $ (5 ) $
607 Consumer Solutions (117 ) — 1,117 (67 ) Infrastructure
Solutions (94 ) — 864 (27 ) Performance Materials & Chemicals —
— (1,229 ) 688 Performance Plastics — — (10 ) 337 Corporate
(196 ) (51 ) (682 ) (381 ) Total
$ (408 ) $ 570 $ 55
$ 1,157 EBITDA excluding certain items by
operating segment Agricultural Sciences $ 102 $ (39 ) $ 737 $ 639
Consumer Solutions 492 289 1,143 811 Infrastructure Solutions 379
325 1,104 887 Performance Materials & Chemicals 322 540 952
1,647 Performance Plastics 1,251 1,349 3,489 3,500 Corporate
(75 ) (111 ) (237 ) (278 ) Total
$ 2,471 $ 2,353 $
7,188 $ 7,206
Continued
The Dow Chemical Company and Subsidiaries
Operating Segments (Continued) Three
Months Ended Nine Months Ended In millions
(Unaudited) Sep 30, 2016 Sep 30, 2015
Sep 30, 2016 Sep 30, 2015 Equity in earnings (losses)
of nonconsolidated affiliates by operating segment (included in
EBITDA) Agricultural Sciences $ 8 $ 2 $ 4 $ 2
Consumer Solutions 9 14 47 53 Infrastructure Solutions 25 25 121
136 Performance Materials & Chemicals (6 ) 54 (49 ) 231
Performance Plastics 39 50 83 174 Corporate (5 )
(10 ) (15 ) (21 ) Total $
70 $ 135 $ 191 $
575 (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 Available for The Dow Chemical Company Common Stockholders"
is provided below.
Reconciliation of EBITDA to "Net Income
Available for The Dow Chemical Company Common
Stockholders"
Three Months Ended Nine Months Ended In
millions (Unaudited) Sep 30, 2016 Sep 30, 2015
Sep 30, 2016 Sep 30, 2015 EBITDA $ 2,063
$ 2,923 $ 7,243 $ 8,363 - Depreciation and
amortization 780 645 2,067 1,921 + Interest income 26 18 64 46 -
Interest expense and amortization of debt discount
220 233 629 706
Income Before Income Taxes $ 1,089 $
2,063 $ 4,611 $ 5,782 -
Provision for income taxes 271 627 291 1,630 - Net income
attributable to noncontrolling interests 14 61 54 79 - Preferred
stock dividends 85 85
255 255 Net Income Available for The Dow
Chemical Company Common Stockholders $ 719
$ 1,290 $ 4,011 $ 3,818
(2) See Supplemental Information for a description of
certain items affecting results in 2016 and 2015.
Sales by Geographic Area
Three Months Ended Nine Months
Ended In millions (Unaudited) Sep 30, 2016 Sep
30, 2015 Sep 30, 2016 Sep 30, 2015 North
America $ 4,567 $ 4,353 $ 13,366 $ 14,181 Europe,
Middle East, Africa and India 3,733 3,811 10,987 11,871 Asia
Pacific 2,421 2,065 6,365 6,291 Latin America 1,762
1,807 4,420 4,973
Total $ 12,483 $ 12,036
$ 35,138 $ 37,316
The Dow Chemical
Company and Subsidiaries Sales Volume and Price by Operating
Segment and Geographic Area Three Months
Ended Nine Months Ended Sep 30, 2016 Sep 30, 2016
Percentage change from prior year Volume Price
Total Volume Price Total
Agricultural Sciences 3 % 3 % 6 % (5 )% (1 )%
(6 )% Consumer Solutions 45 (3 ) 42 21 (4 ) 17
Infrastructure Solutions 38 (5 ) 33 16 (7 ) 9 Performance Materials
& Chemicals (16 ) (9 ) (25 ) (18 ) (11 ) (29 ) Performance
Plastics 10 (9 ) 1
11 (12 ) (1 ) Total 10 %
(6 )% 4 % 3 % (9 )% (6 )%
North America 10 % (5 )% 5 % 4 % (10 )% (6 )% Europe, Middle East,
Africa and India 9 (11 ) (2 ) 2 (9 ) (7 ) Asia Pacific 22 (5 ) 17 9
(8 ) 1 Latin America 1 (3 ) (2 )
(2 ) (9 ) (11 ) Developed geographies 9
% (7 )% 2 % 2 % (9 )% (7 )% Emerging geographies (1)
12 (6 ) 6 5
(9 ) (4 )
Sales Volume and Price by Operating
Segment and Geographic Area,
Excluding Acquisitions and
Divestitures (2)
Three Months Ended Nine Months
Ended Sep 30, 2016 Sep 30, 2016 Percentage change from prior year
Volume Price Total Volume
Price Total Agricultural Sciences 3 % 3 %
6 % (4 )% (1 )% (5 )% Consumer Solutions 3 (3
) — 2 (4 ) (2 ) Infrastructure Solutions (3 ) (5 ) (8 ) (2 ) (8 )
(10 ) Performance Materials & Chemicals 4 (11 ) (7 ) 2 (14 )
(12 ) Performance Plastics 11 (9 )
2 13 (13 ) —
Total 6 % (7 )% (1 )%
5 % (10 )% (5 )% North America 6 % (5 )% 1 % 5
% (10 )% (5 )% Europe, Middle East, Africa and India 9 (12 ) (3 ) 6
(10 ) (4 ) Asia Pacific 4 (5 ) (1 ) 4 (8 ) (4 ) Latin America
1 (4 ) (3 ) 1
(10 ) (9 ) Developed geographies 6 % (7 )% (1
)% 5 % (10 )% (5 )% Emerging geographies (1) 5
(6 ) (1 ) 4 (9 )
(5 ) (1) Emerging geographies includes Eastern Europe,
Middle East, Africa, India, Latin America and Asia Pacific
excluding Australia, Japan and New Zealand. (2) Excludes prior
period sales of recent divestitures including the chlorine value
chain, divested on October 5, 2015 (primarily Performance Materials
& Chemicals and Performance Plastics), the AgroFresh business,
divested on July 31, 2015 (Agricultural Sciences), ANGUS Chemical
Company, divested on February 2, 2015 (Performance Materials &
Chemicals) and the global Sodium Borohydride business, divested on
January 30, 2015 (Performance Materials & Chemicals). Also
excludes current period sales related to the ownership restructure
of Dow Corning announced on June 1, 2016 (Consumer Solutions and
Infrastructure Solutions) and sales from January 1, 2016 through
April 30, 2016 for the step acquisition of Univation Technologies,
LLC, acquired on May 5, 2015 (Performance Plastics).
Supplemental Information Description of Certain Items
Affecting Results
The following table summarizes the impact
of certain items recorded in the three- and nine-month periods
ended September 30, 2016 and September 30, 2015:
Certain Items Impacting Results
Pretax Impact (1) Net Income (2)
EPS - Diluted (3) (4) Three Months Ended Three Months
Ended Three Months Ended In millions, except per share amounts
(Unaudited) Sep 30, 2016 Sep 30, 2015
Sep 30, 2016 Sep 30, 2015 Sep 30, 2016
Sep 30, 2015 Reported U.S. GAAP Amounts (5) (6) $ 719
$ 1,290 $ 0.63 $ 1.09 - Certain items: Impact of Dow
Corning ownership restructure $ (212 ) $ — (144 ) — (0.13 ) — Gain
on divestiture of AgroFresh business — 621 — 366 — 0.32 Obligation
related to the split-off of the chlorine value chain (33 ) — (40 )
— (0.04 ) — Costs associated with transactions and productivity
actions (163 ) (51 ) (129 )
(35 ) (0.11 ) (0.03 ) Total certain
items $ (408 ) $ 570 $
(313 ) $ 331 $ (0.28 ) $ 0.29
+ Dilutive effect of assumed preferred stock conversion into
shares of common stock
N/A $ 0.02
= Operating Results (Non-GAAP)
$ 1,032 $ 959 $
0.91 $ 0.82
Certain Items Impacting
Results Pretax Impact (1)
Net Income (2) EPS - Diluted (3) (4)
Nine Months Ended Nine Months Ended Nine Months Ended
Sep 30,
Sep 30,
Sep 30,
Sep 30,
Sep 30,
Sep 30,
In millions, except per share amounts (Unaudited)
2016
2015
2016
2015
2016
2015
Reported U.S. GAAP Amounts (5) (6) $ 4,011 $ 3,818 $ 3.48 $ 3.24 -
Certain items: 2Q16 Restructuring charges $ (449 ) $ — (305 ) —
(0.27 ) — 2Q15 Restructuring charges (5 ) (375 ) (3 ) (246 ) —
(0.21 ) Impact of Dow Corning ownership restructure 2,106 — 2,350 —
2.07 — Gain on divestiture of AgroFresh business — 621 — 366 — 0.32
Obligation related to the split-off of the chlorine value chain (33
) — (40 ) — (0.04 ) — Urethane matters legal settlements (1,235 ) —
(778 ) — (0.70 ) — Univation step acquisition — 349 — 351 — 0.30
Gain adjustment on split-off of the chlorine value chain 6 — 6 —
0.01 — Gain on divestiture of ANGUS Chemical Co — 670 — 451 — 0.39
Divestiture of Sodium Borohydride business — 18 — (9 ) — (0.01 )
Costs associated with transactions and productivity actions (335 )
(126 ) (262 ) (92 ) (0.23 ) (0.08 ) Uncertain tax position
adjustment — — (57
) — (0.05 ) — Total
certain items $ 55 $ 1,157
$ 911 $ 821 $ 0.79
$ 0.71 + Dilutive effect of assumed preferred
stock conversion into shares of common stock
$
0.07 $ 0.05 = Operating Results (Non-GAAP)
$ 3,100
$ 2,997 $ 2.76 $ 2.58
(1) Impact on "Income Before Income Taxes." (2) "Net
Income Available for The Dow Chemical Company Common Stockholders."
(3) "Earnings per common share - diluted." (4) For the three-month
period ended September 30, 2015 and nine-month periods ended
September 30, 2016 and September 30, 2015, conversion of the
Company's Cumulative Convertible Perpetual Preferred Stock, Series
A ("Preferred Stock") into shares of the Company's common stock was
excluded from the calculation of "Diluted earnings per share
adjusted to exclude certain items" as well as the earnings per
share impact of certain items because the effect of including them
would have been antidilutive. (5) For the three-month period ended
September 30, 2015 and nine-month periods ended September 30, 2016
and September 30, 2015, an assumed conversion of the Company's
Preferred Stock into shares of the Company's common stock was
included in the calculation of diluted earnings per share (reported
GAAP amount). (6) The Company used "Net Income Attributable to The
Dow Chemical Company" when calculating diluted earnings per share
(reported GAAP amount) for the three-month period ended September
30, 2015 and nine-month periods ended September 30, 2016 and
September 30, 2015, as it excludes quarterly preferred dividends of
$85 million.
The following table presents diluted share counts for the three-
and nine-month periods ended September 30, 2016 and
September 30, 2015, including the effect of an assumed
conversion of the Company's Cumulative Convertible Perpetual
Preferred Stock, Series A into shares of the Company's common
stock:
Common Shares - Diluted Three Months
Ended Nine Months Ended
Sep 30,
Sep 30,
Sep 30,
Sep 30,
In millions
2016
2015
2016
2015
Share count - diluted, excluding assumed preferred stock conversion
to common shares 1,127.4 1,153.8 1,123.6 1,152.1 Potential common
shares from assumed conversion of preferred stock, included in
reported U.S. GAAP EPS calculation N/A
96.8 96.8 96.8 Share count -
diluted, including assumed preferred stock conversion to common
shares 1,127.4 1,250.6
1,220.4 1,248.9
Results in the third quarter of 2016 were impacted by the
following items:
- Pretax loss of $212 million for a
one-time increase in "Cost of sales" related to the fair value
step-up of inventories assumed in the Dow Corning ownership
restructure, reflected in Consumer Solutions ($117 million) and
Infrastructure Solutions ($95 million).
- Pretax charge of $33 million (after-tax
loss of $40 million) for a retained litigation matter related to
the chlorine value chain, which was split-off from the Company on
October 5, 2015. The pretax charge was included in “Sundry income
(expense) - net” in the consolidated statements of income and
reflected in Corporate.
- Pretax charges of $163 million for
costs associated with transactions and productivity actions,
primarily financial, legal and professional advisory fees,
including costs associated with the planned all-stock merger of
equals with E.I. du Pont de Nemours and Company, costs associated
with the ownership restructure of Dow Corning, implementation costs
associated with the Company's restructuring programs and other
productivity actions (collectively, "Costs associated with
transactions and productivity actions"). The charges are included
in "Cost of sales" ($28 million) and "Selling, general and
administrative expenses" ($135 million) in the consolidated
statements of income and reflected in Corporate.
Results in the third quarter of 2015 were impacted by the
following items:
- Pretax gain of $621 million related to
the divestiture of the AgroFresh business, included in "Sundry
income (expense) - net" in the consolidated statements of income
and reflected in Agricultural Sciences.
- Pretax charges of $51 million for
costs associated with transactions and productivity actions,
including the separation of a significant portion of the Company’s
chlorine value chain, implementation costs associated with the
Company's 2Q15 restructuring program and other productivity
actions. These charges are included in "Cost of sales" ($6
million), "Selling, general and administrative expenses" ($10
million) and "Sundry income (expense) - net" ($35 million) in the
consolidated statements of income and reflected in Corporate.
In addition to the items described above for the third quarter
of 2016, results for the nine-month period ended September 30, 2016
were also impacted by the following items:
- Pretax restructuring charges of $449
million. On June 27, 2016, the Board of Directors of the Company
approved a restructuring plan that incorporates actions related to
the recent ownership restructure of Dow Corning. These actions,
aligned with Dow’s value growth and synergy targets, will result in
a global workforce reduction of approximately 2,500 positions, with
most of these positions resulting from synergies related to the Dow
Corning transaction. These actions are expected to be completed
during the next two years. As a result, the Company recorded
pretax restructuring charges of $449 million in the second quarter
of 2016 consisting of severance charges of $268 million, asset
write-downs and write-offs of $153 million and costs associated
with exit and disposal activities of $28 million. The impact
of these charges is shown as "Restructuring charges" in the
consolidated statements of income and reflected in the Company's
operating segments as follows: Consumer Solutions ($28 million),
Infrastructure Solutions ($97 million), Performance Plastics
($10 million) and Corporate ($314 million).
- Pretax charge of $5 million related to
adjustments to the Company's 2Q15 restructuring program, included
in "Restructuring charges" in the consolidated statements of income
and reflected in Agricultural Sciences ($4 million) and Consumer
Solutions ($1 million).
- Pretax gain of $2,318 million
(after-tax gain of $2,494 million) related to the ownership
restructure of Dow Corning, previously a 50:50 joint venture. The
pretax gain included a $2,445 million gain (after-tax gain of
$2,586 million) on the ownership restructure, included in "Sundry
income (expense) - net" and reflected in Consumer Solutions ($1,301
million) and Infrastructure Solutions ($1,144 million); a pretax
loss of $105 million for a one-time increase in "Cost of sales"
related to the fair value step-up of inventories assumed in the Dow
Corning ownership restructure, reflected in Consumer Solutions ($30
million) and Infrastructure Solutions ($75 million); and a loss of
$22 million related to a loss on the early redemption of debt
incurred by Dow Corning, included in "Equity in earnings of
nonconsolidated affiliates" in the consolidated statements of
income and reflected in Consumer Solutions ($8 million) and
Infrastructure Solutions ($14 million).
- Pretax loss of $1,235 million
related to the Company's settlement of the urethane matters class
action lawsuit and the opt-out cases litigation. The pretax loss is
included in "Sundry income (expense) - net" in the consolidated
statements of income and reflected in Performance Materials &
Chemicals.
- A pretax gain of $6 million (after-tax
gain of $6 million) related to post-closing adjustments on the
split-off of the Company's chlorine value chain, included in
"Sundry income (expense) - net" and reflected in Performance
Materials & Chemicals.
- Pretax charges of $172 million for
costs associated with transactions and productivity actions,
included in "Cost of sales" ($57 million) and "Selling,
general and administrative expenses" ($115 million) in the
consolidated statements of income and reflected in Corporate.
- A tax charge of $57 million for the
adjustment of an uncertain tax position associated with a
historical change in the legal ownership structure of a
nonconsolidated affiliate.
In addition to the items described above for the third quarter
of 2015, results for the nine-month period ended September 30, 2015
were also impacted by the following items:
- Pretax restructuring charges of $375
million. On April 29, 2015, Dow's Board of Directors approved
actions to further streamline the organization and optimize the
Company’s footprint as a result of the separation of a significant
portion of Dow’s chlorine value chain. These actions, which will
further accelerate Dow’s value growth and productivity targets,
will result in a reduction of approximately 1,750 positions across
a number of businesses and functions and adjustments to the
Company's asset footprint to enhance competitiveness. As a result
of these actions, the Company recorded pretax restructuring charges
of $375 million in the second quarter of 2015 consisting of costs
associated with exit or disposal activities of $10 million,
severance costs of $196 million and asset write-downs and
write-offs of $169 million. The impact of these charges is shown as
"Restructuring charges" in the consolidated statements of income
and reflected in the Company's segment results as follows:
Agricultural Sciences ($14 million), Consumer Solutions ($67
million), Infrastructure Solutions ($27 million), Performance
Plastics ($12 million) and Corporate ($255 million).
- Pretax gain of $349 million (after-tax
gain of $351 million) related to the step acquisition of Univation,
previously a 50:50 joint venture. The gain, which is reflected in
Performance Plastics, included a $361 million pretax gain on the
step acquisition (after-tax gain of $359 million), included in
"Sundry income (expense) - net" in the consolidated statements of
income, and a pretax loss of $12 million (after-tax loss of $8
million) for a one-time increase in "Cost of sales" related to the
fair value step-up of inventories assumed in the step
acquisition.
- Pretax gain of $670 million on the
February 2, 2015, divestiture of ANGUS Chemical Company, included
in "Sundry income (expense) - net" in the consolidated statements
of income and reflected in Performance Materials &
Chemicals.
- Pretax gain of $18 million (after-tax
loss of $9 million) on the January 30, 2015, divestiture of the
Sodium Borohydride business. The pretax gain was included in
"Sundry income (expense) - net" in the consolidated statements of
income and reflected in Performance Materials & Chemicals.
- Pretax charges of $75 million for costs
associated with transactions and productivity actions. These
charges are included in "Selling, general and administrative
expenses" ($6 million) and "Sundry income (expense) - net" ($69
million) in the consolidated statements of income and reflected in
Corporate.
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version on businesswire.com: http://www.businesswire.com/news/home/20161027005773/en/
The Dow Chemical CompanyKyle Bandlow+1 989 638
2417kbandlow@dow.com
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