The Dow Chemical Company
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1 The Dow Chemical Company Credit Suisse Basic Materials Conference Howard Ungerleider Vice Chairman and Chief Financial Officer September 14, 2016 The Dow Chemical Company
2 SEC Disclosure Rules Some of our comments today include statements about our expectations for the future. Those expectations involve risks and uncertainties. Dow cannot guarantee the accuracy of any forecasts or estimates, and we do not plan to update any forwardlooking statements if our expectations change. If you would like more information on the risks involved in forward-looking statements, please see our Annual Report and our SEC filings. In addition, some of our comments reference non-gaap financial measures. Where available, presentation of and reconciliation to the most directly comparable GAAP financial measures and other associated disclosures are provided on the Internet at Trademark of The Dow Chemical Company or an affiliated company of Dow. Operating earnings per share is defined as earnings per share excluding the impact of Certain Items. See Supplemental Information at the end of the earnings release for a description of these items, as well as a reconciliation of operating earnings per share to Earnings per common share diluted. EBITDA is defined as earnings (i.e., Net Income ) before interest, income taxes, depreciation and amortization. Operating EBITDA is defined as EBITDA excluding the impact of Certain Items. Operating EBITDA margin is defined as Operating EBITDA as a percentage of reported net sales. Net debt equals total debt ( Notes payable plus Long-term debt due within one year plus Long-Term Debt ) minus Cash and cash equivalents. Net Income plus Preferred Stock Dividends plus Net Income Attributable to Noncontrolling Interests plus gross interest expense less tax on gross interest expense. Adjusted Net Income is defined as Net Income excluding the impact of Certain Items. Total Capital is defined as Total Debt plus The Dow Chemical Company s Stockholders Equity plus Redeemable Noncontrolling Interest plus Non-redeemable Noncontrolling Interests. Adjusted Net Operating Profit After Tax excludes the impact of Certain Items. Free Cash Flow is defined as Cash from Operating Activities less Capital Expenditures. Sales excluding acquisitions and divestitures excludes prior period sales of recent divestitures and current period sales of recent acquisitions. SQLY is defined as Same Quarter Last Year ; PQ is defined as Prior Quarter ; YoY is defined as Year over Year ; TTM is defined as trailing twelve months. EMEAI is defined as Europe, Middle East, Africa and India 2
3 Long-Term 2Q16 Delivering On Both Near- and Long-Term Financial Priorities Op. EBITDA Margin by Segment Volume 1 by Geo. Area vs. SQLY 2016 Productivity Progress ($MM) CS PP IS Ag 2Q16 2Q15 8% 6% 4% 2% 7% 4% 4% 3% >$300MM Target 1Q16 2Q16 2H16 PMC 0% 10% 20% 30% 0% Asia Pacific EMEAI Latin America North America $180MM Completed YTD Operating EPS (TTM basis) Operating EBITDA (TTM basis, $MM) Cash Flow 2 TTM (TTM basis, $MM) $3.75 $3.25 $10,000 $9,000 $9,000 $7,500 FCF CAPEX $2.75 $2.25 $1.75 $8,000 $7,000 $6,000 $6,000 $4,500 $3,000 $1,500 $1.25 $5,000 $0 2Q16 Record Cash Flow from Operations 2 and Operating EBITDA; Dow has Returned $14B of Cash 3 to Shareholders Over the Last Four Years 1. Excludes the impact of divestitures and acquisitions 2. Excluding the impact of K-Dow arbitration award 3. Common dividends paid + share repurchases (includes $1.5B in non-cash share repurchases related to the Dow Chlorine Products transaction) 3
4 Building Blocks Platforms Solutions Narrower and Deeper Market Focus Enabled by Technology Platforms, Operational Excellence and Flexible Integration ADVANTAGED BACK-INTEGRATION WORLD-CLASS SCIENCE AND ENGINEERING CAPABILITIES NARROWER, DEEPER END-MARKET PRESENCE Ethylene High-Throughput Research Catalyst Discovery & Ligand Synthesis Polymer Science Packaging Transportation Propylene Silicones Material Science Formulation Sciences Process Engineering High-Performance Computer Modeling Application Development Infrastructure Consumer Energy/Water Durables & Industrial ~90% of Future Portfolio 1 Is Focused In Four Key End-Markets, Each of Which is Driven by Sustainable Urbanization Trends 1. Excludes Electronic Materials, Agricultural Sciences, Hydrocarbons and Energy, and Includes Dow Corning Silicones 4
5 Packaging Transportation Infrastructure Consumer Dow Corning Silicones: Narrower and Deeper Market Focus Enabled by Targeted Technology Platforms and Integration Heightens sensory experience in personal care offerings Reduces moisture, vibration and shock impacts in appliances Enhanced drug delivery systems Increases building design alternatives & improves durability Diversifies heat transfer fluids for energy efficiency Enriches desired coatings properties Adds >$1B EBITDA at Full Synergy Run-rate ~$0.1B ~$1.4B ~$0.4B ~$0.4B Broader set of materials for sealing and lubrication Enhances lighting & electronics component manufacturing and device assembly ~$0.2B ~$0.2B Improves surface properties for packaging rigids & films Increased process-ability Equity Earnings (2015) EBITDA in Remaining Excess of EBITDA Equity Earnings Cost Synergies Growth Synergies Pro Forma EBITDA Note: Numbers may not sum due to rounding Silicones Platform Has a Natural Fit Within Dow; Adds High-Margin Revenue Aligned With Dow s Targeted End-Markets 5
6 CLOSE Significant Progress on Execution of Planned Merger 4Q Signed 12/11/15 Hart- Scott- Rodino Filing Filed on 1/27/16 S-4 Filing Effective 6/9/16 ROW Competition Filings 2Q16/ 3Q16 In Process Shareholder Vote Approved 7/20/16 Close 1 YE16 Stand Up SpinCos 1 Complete Spins 1 Drive close of transaction Prepare to operate MergeCo Plan to operate three business portfolios & ensure synergy capture Operation of public MergeCo Capture >$3B of cost synergies Achieve 100% run-rate <24 mo. after close Prepare for intended spins Spin as soon as possible Each Company s Planning Teams are Making Progress to Expedite Synergy Capture Upon Merger Closing; Carve-Out Financial Work Underway 1. Closing subject to regulatory approval; spins subject to DowDuPont Board approval 6
7 Near-Term Growth Drivers Sadara Freeport PDH Louisiana Ethane Flexibility TX Ethylene and USGC Derivatives Productivity 2015 Program Dow Corning Silicones First product delivered on plan; second PE train started in April Shipped product to nearly 100 customers in more than 25 countries Cracker startup in August Sequenced start-up of PE and EO/PO envelopes through 2016 and 2017 Started up in 4Q15 Completed performance test in 1Q16 Construction complete, start-up of new capabilities in Q4 after ongoing T/A Increasing ethylene capacity by 250 KTA Ethane cracker with propane flexibility up to 30% Cracker >75% complete on track for mid-2017 startup Four state-of-the-art derivative units with industry leading product mix and bi-modal gas phase debottlenecking synchronized with startup of ethylene $345MM delivered in 2015 $180MM delivered YTD, toward $300MM target in 2016 Transaction closed on June 1 Cost synergies run-rate of $400MM, growth synergies of $100MM Going narrower and deeper in key markets Q 16 mid 17 Earnings Growth as Project Expense Headwinds Turn to Tailwinds Free Cash Flow Boost as CapEx Trends Back Toward D&A Level 7
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