TIDMDOW 
 
 

The Dow Chemical Company (NYSE: DOW):

 

Third Quarter 2012 Highlights

 
 
    -- Dow reported earnings of $0.42 per share. This compares with earnings 

of $0.69 per share in the same quarter last year, or adjusted earnings

of $0.62 per share(1).

 
    -- Sales were $13.6 billion, down 10 percent, or 7 percent on an adjusted 

sales(2) basis. The decline was led by Europe, which

decreased 10 percent on the same basis driven by adverse currency

conditions totaling more than $520 million.

 
    -- Volume declined 1 percent, or rose 2 percent on an adjusted basis. 

Volume was up in all geographic areas on the same basis, and increases

were reported in Agricultural Sciences (up 7 percent), Performance

Plastics (up 5 percent), Performance Materials (up 4 percent), and

Coatings and Infrastructure Solutions (up 1 percent).

 
    -- Price declined 9 percent, with double-digit decreases in most 

businesses. Price was down in all geographic areas, led by Europe and

Greater China, which declined 12 percent and 11 percent, respectively

on an adjusted basis. Purchased feedstock and energy costs decreased

by $1.2 billion versus the same quarter last year.

 
    -- The Company's operating rate was 83 percent for the quarter, flat 

versus the year-ago period and up 5 percentage points versus the prior

quarter.

 
    -- Equity earnings were $175 million, compared with $375 million in the 

year-ago period, or $289 million in the year-ago period excluding

certain items. Dow Corning represented the largest driver of the

decline, due to ongoing weakness in the polysilicon value chain.

 
    -- EBITDA(3) was $1.8 billion. Adjusted EBITDA margin(4) 

was essentially flat versus the year-ago period. Performance Plastics

and Performance Materials both increased adjusted EBITDA margins

versus the prior year, up 290 basis points and 150 basis points,

respectively.

 
    -- Dow delivered $1.1 billion in cash flow from operations in the 

quarter. Year-to-date, Dow has increased cash flow from operations

more than $650 million versus the year-ago period. In addition, the

Company began to accelerate cost and cash interventions announced

previously in the year, demonstrated by a $200 million sequential

decline in operational expenses.

 
    -- The Company's debt declined by nearly $250 million in the quarter, and 

its net debt(5) to total capitalization declined to

39.7 percent, in line with the Company's previously stated target of

less than 40 percent.

 

Comment

 

Andrew N. Liveris, Dow's chairman and chief executive officer, stated:

 

"Dow's results this quarter demonstrate the acceleration and delivery of our cost reduction actions. We focused on execution and intervened to protect our prioritized growth path. Our low-cost feedstock advantage enabled us to deliver volume growth - despite weakening demand. And we have delivered improvements in operating cash flow through our disciplined approach. The purposeful actions we announced earlier this year are gaining momentum, and will be bolstered by our new, streamlined operating model. Further, with today's restructuring announcement, we now have a full array of aggressive cash generation measures in place, with tight controls on working capital, and reductions in costs and capital expenditures - particularly in Europe - and by strict and firm prioritization of our growth projects. Moving forward, Dow is squarely focused on driving cost efficiencies, generating cash and earnings growth."

 
                                                Three Months Ended 
In millions, except per share amounts           Sept. 30,  Sept. 30, 
                                                2012       2011 
Net Sales                                       $13,637    $15,109 
Adjusted Sales                                  $13,637    $14,642 
Net Income Available for Common Stockholders    $497       $815 
Net Income Available for Common Stockholders,   $497       $729 
excluding Certain Items 
Earnings per Common Share - diluted             $0.42      $0.69 
Adjusted Earnings per Share                     $0.42      $0.62 
 
 

Review of Third Quarter Results

 

The Dow Chemical Company (NYSE: DOW) reported sales of $13.6 billion, down 10 percent, or 7 percent on an adjusted sales basis.The decline was led by Europe, which decreased 10 percent on the same basis driven by adverse currency conditions totaling more than $520 million.

 

Volume declined 1 percent, or rose 2 percent on an adjusted basis. On the same basis, volume was up in all geographic areas, and increases were reported in Agricultural Sciences (up 7 percent), Performance Plastics (up 5 percent), Performance Materials (up 4 percent), and Coatings and Infrastructure Solutions (up 1 percent).

 

Price declined 9 percent, and purchased feedstock and energy costs decreased by $1.2 billion versus the same quarter last year. Price declined in all geographic areas, led by Europe (down 12 percent) and Greater China (down 11 percent), on an adjusted basis.

 

The Company reported EBITDAof $1.8 billion. On an adjusted basis, EBITDA margins were essentially flat versus the year-ago period. On the same basis, Performance Plastics and Performance Materials both increased EBITDA margins versus the prior period, up 290 basis points and 150 basis points, respectively.

 

Earnings for the quarter were $0.42 per share. This compares with earnings of $0.69 per share in the same quarter last year, or adjusted earnings of $0.62 per share. Certain items in the prior-year period consisted of a pretax $86 million gain related to cash collected on a previously impaired note receivable related to Equipolymers, a nonconsolidated affiliate. (See Supplemental Information at the end of the release for a description of certain items affecting results in all periods presented.)

 

Dow's global operating rate was 83 percent for the quarter, flat versus the year-ago period, and up 5 percentage points versus the prior quarter.

 

Research and Development (R&D) expenses and Selling, General and Administrative (SG&A) expenses both increased versus the same period last year, as the Company continued to invest in growth programs. Moving forward, these expenses are expected to decline as Dow begins implementing restructuring actions announced October 23, 2012.

 

Equity earnings were $175 million, compared with $375 million in the year-ago period, or $289 million, excluding certain items. Ongoing weakness in the polysilicon value chain for Dow Corning represented the largest driver of the decline.

 

The Company's debt declined by nearly $250 million in the quarter, and its net debt to total capitalization declined to 39.7 percent, in line with the Company's previously stated target of less than 40 percent.

 

"Dow's results this quarter demonstrate the acceleration and delivery of our cost reduction actions," said Andrew N. Liveris, Dow's chairman and chief executive officer. "We focused on execution and intervened to protect our prioritized growth path. Our low-cost feedstock advantage enabled us to deliver volume growth - despite weakening demand. And we have delivered improvements in operating cash flow through our disciplined approach. The purposeful actions we announced earlier this year are gaining momentum, and will be bolstered by our new, streamlined operating model. Further, with today's restructuring announcement, we now have a full array of aggressive cash generation measures in place, with tight controls on working capital, and reductions in costs and capital expenditures - particularly in Europe - and by strict and firm prioritization of our growth projects. Moving forward, Dow is squarely focused on driving cost efficiencies, generating cash and earnings growth."

 

Electronic and Functional Materials

 

Sales in Electronic and Functional Materials were $1.1 billion, down 8 percent from the same quarter last year as price declined 5 percent and volume declined 3 percent. The electronics sector continued to grow at a lower-than-forecasted rate, driving sales declines within Dow Electronic Materials. Semiconductor Technologies recorded flat sales, as a modest volume increase was offset by price declines. Interconnect Technologies sales decreased as a result of weak demand and pricing for metallization in all regions.

 

Functional Materials revenue declined overall as global uncertainty dampened sales. Dow Home and Personal Care reported sales decreases due to continued weakness with global brand owners. Strength in the energy sector drove volume gains in nearly all regions for Dow Microbial Control. However, these gains were offset by volume declines in North America due to lower rig counts, combined with overall price decline, which resulted in flat sales for the business.

 

Equity earnings for the segment were $27 million, up from $23 million versus the year-ago period. EBITDA was $273 million, compared with $306 million in the same period last year.

 

Coatings and Infrastructure Solutions

 

Coatings and Infrastructure Solutions sales were $1.7 billion, down 9 percent compared with the same period last year. Volume was up 1 percent versus the prior year, while price declined 10 percent.

 

Dow Coating Materials reported decreased sales as a result of declining prices. These declines were partially offset by volume gains in nearly all regions, boosted by demand growth in Industrial Coatings, with strength in traffic paint and paper coating applications. Weak pricing in epoxy-based products continued to hamper sales and profitability. Dow Building and Construction experienced volume declines as a result of actions taken within the quarter to improve profitability, particularly in Europe. The business commercialized an award-winning Polymeric Flame Retardant, an innovative response to local regulations. Dow Water and Process Solutions sales declined primarily due to weakening sales in Asia Pacific, particularly in China. In addition, the business posted a profitability decline due in part to higher comparables in the year-ago period associated with the realization of insurance claims for its operations in Soma, Japan.

 

Equity earnings were $29 million, down from $72 million in the same period last year. The decline was driven by Dow Corning as a result of ongoing weakness in the polysilicon value chain. EBITDA for the segment was $246 million. This compares with EBITDA of $372 million in the year-ago period.

 

Agricultural Sciences

 

Agricultural Sciences reported record third quarter sales of $1.3 billion, up 8 percent versus the same period last year. Volume increased 7 percent and price rose 1 percent. Double-digit sales and volume gains were reported in both North America and Latin America. The segment continues to benefit from solid industry fundamentals, with elevated farm income levels providing strong incentive for farmers to maximize yields.

 

Crop Protection reported sales growth of 6 percent, driven by significant volume and sales gains in Latin America, as well as continued adoption of new products. Seeds, Traits and Oils reported a 21 percent sales increase as a result of the introduction and ramp-up of new technologies.

 

Year to date, new Crop Protection molecules are up 21 percent, led by spinetoram insecticide, aminopyralid herbicide and pyroxsulam herbicide. Seeds, Traits and Oils has achieved strong growth through the third quarter in key crops, including corn, soybeans, healthy oils, and cotton. Strong customer and channel support fueled gains for SmartStax® corn hybrids.

 

EBITDA for the segment was $63 million, compared with $75 million in the year-ago period, due to continued investments in growth.

 

Performance Materials

 

Sales in Performance Materials were $3.4 billion, down 8 percent versus the year-ago period, or 7 percent on an adjusted basis. Volume increased 4 percent and price declined 11 percent on an adjusted basis compared to the same period last year. The segment reported volume growth in nearly all geographic areas, excluding Latin America, where declines were driven primarily by the shutdown of toluene diisocyanate capacity in Brazil.

 

Polyurethanes reported demand growth in Asia Pacific driven by new propylene oxide capacity in Thailand. These volume gains more than offset the price declines in Asia Pacific. Dow Oil and Gas reported double-digit sales gains fueled by strong sector fundamentals in both exploration and production, and refining and processing. Dow Formulated Systems experienced volume growth in nearly all geographic areas. However, this was offset by price declines primarily in Europe, Middle East and Africa (EMEA). Polyglycols, Surfactants and Fluids reported both price and volume declines, as sales growth in Asia Pacific and Latin America was more than offset by declines in North America and EMEA.

 

Equity losses were $30 million, versus a loss of $11 million in the same period last year. EBITDA for the segment was $491 million, compared with EBITDA of $478 million in the year-ago period. The increase was driven by volume growth and margin expansion.

 

Performance Plastics

 

Sales in Performance Plastics were $3.5 billion. Sales declined 15 percent, or 5 percent on an adjusted basis. The segment posted a 5 percent increase in volume on the same basis, with gains in all geographic areas. However, these gains were offset by a 10 percent decline in price.

 

Dow Elastomers reported sales gains driven by double-digit volume growth. NORDELTM achieved record volume in the quarter due to strong customer demand. Dow Performance Packaging recorded volume gains in all geographic areas led by Asia Pacific and North America. Despite achieving price increases throughout the quarter, the business reported overall price declines compared with the year-ago period.

 

Dow Electrical and Telecommunications sales were up versus the year-ago period, with large volume gains recorded in Asia-Pacific. Dow Hygiene and Medical sales rose, fueled by volume gains in EMEA, Asia Pacific, and Latin America, supported by strong customer demand for ASPUNtm Fiber Grade Resins.

 

Equity earnings were $28 million, compared with $150 million, or $64 million excluding certain items in the year-ago period. EBITDA for the segment was $737 million, compared with $834 million, or $748 million excluding certain items in the year-ago period. Lower-cost feedstocks continued to drive higher margins in North America and Latin America. This positive impact was partially offset by naphtha-based margin pressure in Europe and Asia Pacific.

 

Feedstocks and Energy

 

Sales in Feedstocks and Energy were $2.5 billion, down 13 percent versus the same period last year. Volume decreased 1 percent and price declined 12 percent. Lower sales in the Chlor-Alkali/Chlor-Vinyl business were driven by price declines resulting from weak polyvinyl chloride (PVC) market fundamentals. The year-ago shutdown of the Company's vinyl chloride monomer (VCM) asset in Louisiana drove volume declines in the business. Caustic soda reported strong year-over-year demand growth for the fourth consecutive quarter. However, this was more than offset by price declines in all geographic areas. Ethylene Oxide/ Ethylene Glycol maximized asset utilization, resulting in volume growth, while weakening global ethylene glycol dynamics drove sales and price declines.

 

Equity Earnings were $123 million, down from $153 million from the same period last year. Equity earnings were unfavorably impacted by a production outage at EQUATE during the quarter. EBITDA for the segment was $200 million, compared with $263 million in the same period last year.

 

Outlook

 

Commenting on the Company's outlook, Liveris said:

 

"Dow enters the fourth quarter and heads into 2013 on our front foot. We previously outlined $2.5 billion of levers we could pull to mitigate a slowing world economy. These actions are not only in motion, but are beginning to take hold, as we demonstrated this quarter.

 

"We recognize that these difficult conditions may have extended staying power, as the new reality is that we are operating in a slow-growth and volatile world. This requires an agile and efficient response. The task before us is straightforward: We must deliver value to our shareholders by a continuing focus on improving return on capital, increasing cash flow and growing earnings. And with our new, streamlined operating model and management structure, our entire organization is focused on delivering against these three objectives."

 

Dow will host a live Webcast of its third quarter earnings conference call with investors to discuss its results, business outlook and other matters tomorrow, October 24, 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)   "Adjusted sales" is defined as "Net Sales" excluding 
      sales related  to prior-period divestitures. 
(3)   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. 
(4)   Adjusted EBITDA margin is defined as EBITDA excluding the 
      impact of  "Certain Items" as a percentage of net sales. 
(5)   Net debt equals total debt ("Notes payable" plus "Long-term 
      debt due  within one year" plus "Long-Term 
      Debt") minus "Cash and cash  equivalents," and "Marketable 
      securities and interest-bearing  deposits." 
 
 

®SmartStax multi-event technology developed by Dow AgroSciences LLC and Monsanto. SmartStax is a trademark of Monsanto Technology LLC.tm 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 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 2011, Dow had annual sales of $60 billion and employed approximately 52,000 people worldwide. The Company's more than 5,000 products are manufactured at 197 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        Nine Months Ended 
In millions, except       Sep 30,     Sep 30,       Sep 30,    Sep 30, 
per share                 2012        2011          2012       2011 
amounts (Unaudited) 
Net Sales                 $ 13,637    $ 15,109      $ 42,869   $ 45,888 
Cost of sales             11,368      12,928        35,853     38,596 
Research and              434         402           1,245      1,213 
development 
expenses 
Selling, general and      739         691           2,120      2,086 
administrative 
expenses 
Amortization of           117         125           361        373 
intangibles 
Restructuring charges     --           --             357        -- 
(Note B) 
Acquisition-related       --           --             --          31 
integration 
expenses (Note C) 
Equity in earnings        175         375           492        964 
of nonconsolidated 
affiliates (Note D) 
Sundry income             (21      )  47            23         (322     ) 
(expense) 
- net (Note E) 
Interest income           10          9             26         26 
Interest expense          318         305           959        1,010 
and amortization 
of debt discount 
Income Before             825         1,089         2,515      3,247 
Income Taxes 
Provision for             234         186           664        546 
income taxes 
Net Income                591         903           1,851      2,701 
Net income attributable   9           3             38         24 
to 
noncontrolling 
interests 
Net Income Attributable   582         900           1,813      2,677 
to 
The Dow Chemical 
Company 
Preferred stock           85          85            255        255 
dividends 
Net Income Available      $ 497       $ 815         $ 1,558    $ 2,422 
for The Dow Chemical 
Company Common 
Stockholders 
Per Common Share Data: 
Earnings per common       $ 0.42      $ 0.70        $ 1.32     $ 2.08 
share - basic 
Earnings per common       $ 0.42      $ 0.69        $ 1.31     $ 2.07 
share - diluted 
Common stock dividends    $ 0.32      $ 0.25        $ 0.89     $ 0.65 
declared 
per share of 
common stock 
Weighted-average          1,172.7     1,152.3       1,167.8    1,147.2 
common shares 
outstanding - basic 
Weighted-average          1,179.5     1,160.9       1,174.9    1,157.8 
common shares 
outstanding - diluted 
Depreciation              $ 514       $ 539         $ 1,530    $ 1,624 
Capital Expenditures      $ 622       $ 651         $ 1,605    $ 1,620 
 
 

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, 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:On March 27, 2012, the Company's Board of Directors approved a restructuring plan 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 restructuring plan includes the shutdown of a number of manufacturing facilities and a workforce reduction. As a result, in the first quarter of 2012, the Company recorded pretax restructuring charges of $357 million that included asset write-downs and write-offs, severance and costs associated with exit and disposal activities.

 

Note C: 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 D: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 E: In the first quarter of 2012, the Company recognized a pretax loss of $24 million on the early extinguishment of debt. In the first half of 2011, the Company recognized a pretax loss of $482 million on the early extinguishment of debt.

 
The Dow Chemical Company and Subsidiaries 
Consolidated Balance Sheets 
In millions (Unaudited)                          Sep 30,     Dec 31, 
                                                 2012        2011 
Assets 
Current Assets 
Cash and cash equivalents (variable              $ 3,885     $ 5,444 
interest entities 
restricted -  2012: $197; 2011: $170) 
Marketable securities and interest-bearing       --           2 
deposits 
Accounts and notes receivable: 
Trade (net of allowance for                      5,169       4,900 
doubtful receivables 
- 2012: $139; 2011:  $121) 
Other                                            4,797       4,726 
Inventories                                      8,630       7,577 
Deferred income tax assets - current             666         471 
Other current assets                             318         302 
Total current assets                             23,465      23,422 
Investments 
Investment in nonconsolidated affiliates         3,374       3,405 
Other investments (investments carried at fair   2,559       2,508 
value - 2012: $2,068;  2011: $2,008) 
Noncurrent receivables                           1,238       1,144 
Total investments                                7,171       7,057 
Property 
Property                                         53,417      52,216 
Less accumulated depreciation                    35,860      34,917 
Net property (variable interest                  17,557      17,299 
entities restricted 
- 2012: $2,452;  2011: $2,169) 
Other Assets 
Goodwill                                         12,933      12,930 
Other intangible assets (net                     4,849       5,061 
of accumulated amortization 
- 2012:  $2,684; 2011: $2,349) 
Deferred income tax assets - noncurrent          2,407       2,559 
Asbestos-related insurance                       156         172 
receivables - noncurrent 
Deferred charges and other assets                830         724 
Total other assets                               21,175      21,446 
Total Assets                                     $ 69,368    $ 69,224 
Liabilities and Equity 
Current Liabilities 
Notes payable                                    $ 439       $ 541 
Long-term debt due within one year               1,747       2,749 
Accounts payable: 
Trade                                            4,627       4,778 
Other                                            2,338       2,216 
Income taxes payable                             404         382 
Deferred income tax liabilities - current        97          129 
Dividends payable                                463         376 
Accrued and other current liabilities            2,680       2,463 
Total current liabilities                        12,795      13,634 
Long-Term Debt (variable interest entities       18,216      18,310 
nonrecourse - 2012:  $1,409; 2011: $1,138) 
Other Noncurrent Liabilities 
Deferred income tax liabilities - noncurrent     1,021       1,091 
Pension and other postretirement                 8,590       9,034 
benefits - noncurrent 
Asbestos-related liabilities - noncurrent        549         608 
Other noncurrent obligations                     3,089       3,109 
Total other noncurrent liabilities               13,249      13,842 
Redeemable Noncontrolling Interest               147         147 
Stockholders' Equity 
Preferred stock, series A                        4,000       4,000 
Common stock                                     2,998       2,961 
Additional paid-in capital                       3,112       2,663 
Retained earnings                                19,591      19,087 
Accumulated other comprehensive loss             (5,481   )  (5,996   ) 
Unearned ESOP shares                             (390     )  (434     ) 
The Dow Chemical Company's                       23,830      22,281 
stockholders' equity 
Noncontrolling interests                         1,131       1,010 
Total equity                                     24,961      23,291 
Total Liabilities and Equity                     $ 69,368    $ 69,224 
 
 

See Notes to the Consolidated Financial Statements.

 
The Dow Chemical 
Company 
and Subsidiaries 
Operating Segments 
                        Three Months Ended        Nine Months Ended 
In                      Sep 30,     Sep 30,       Sep 30,     Sep 30, 
millions (Unaudited)    2012        2011          2012        2011 
Sales by operating 
segment 
Electronic and          $ 1,111     $ 1,205       $ 3,383     $ 3,536 
Functional 
Materials 
Coatings                1,730       1,905         5,321       5,639 
and Infrastructure 
Solutions 
Agricultural Sciences   1,302       1,205         4,816       4,311 
Performance Materials   3,411       3,698         10,253      11,097 
Performance Plastics    3,500       4,114         10,802      12,598 
Feedstocks and Energy   2,521       2,905         8,113       8,456 
Corporate               62          77            181         251 
Total                   $ 13,637    $ 15,109      $ 42,869    $ 45,888 
EBITDA (1) by 
operating 
segment 
Electronic and          $ 273       $ 306         $ 803       $ 850 
Functional 
Materials 
Coatings                246         372           787         990 
and Infrastructure 
Solutions 
Agricultural Sciences   63          75            821         768 
Performance Materials   491         478           1,173       1,523 
Performance Plastics    737         834           2,215       2,773 
Feedstocks and Energy   200         263           532         765 
Corporate               (212     )  (229     )    (865     )  (1,296   ) 
Total                   $ 1,798     $ 2,099       $ 5,466     $ 6,373 
Certain items 
increasing 
(decreasing) 
EBITDA by operating 
segment (2) 
Electronic and          $ --         $ --           $ (17    )  $ -- 
Functional 
Materials 
Coatings                --           --             (41      )  -- 
and Infrastructure 
Solutions 
Agricultural Sciences   --           --             --           -- 
Performance Materials   --           --             (186     )  -- 
Performance Plastics    --           86            --           86 
Feedstocks and Energy   --           --             --           -- 
Corporate               --           --             (137     )  (513     ) 
Total                   $ --         $ 86          $ (381   )  $ (427   ) 
EBITDA excluding 
certain items 
by operating segment 
Electronic and          $ 273       $ 306         $ 820       $ 850 
Functional 
Materials 
Coatings                246         372           828         990 
and Infrastructure 
Solutions 
Agricultural Sciences   63          75            821         768 
Performance Materials   491         478           1,359       1,523 
Performance Plastics    737         748           2,215       2,687 
Feedstocks and Energy   200         263           532         765 
Corporate               (212     )  (229     )    (728     )  (783     ) 
Total                   $ 1,798     $ 2,013       $ 5,847     $ 6,800 
                                                                Continued 
 
 
The 
Dow Chemical 
Company 
and 
Subsidiaries 
Operating 
Segments 
(Continued) 
                  Three Months Ended          Nine Months Ended 
In                Sep 30,    Sep 30,          Sep 30,    Sep 30, 
millions          2012       2011             2012       2011 
(Unaudited) 
Equity in 
earnings 
(losses) of 
nonconsolidated 
affiliates 
by  operating 
segment 
(included in 
EBITDA) 
Electronic and    $ 27       $ 23             $ 81       $ 72 
Functional 
Materials 
Coatings          29         72               96         219 
and 
Infrastructure 
Solutions 
Agricultural      3          --                3          3 
Sciences 
Performance       (30   )    (11   )          (67   )    (20   ) 
Materials 
Performance       28         150              101        271 
Plastics 
Feedstocks        123        153              300        446 
and Energy 
Corporate         (5    )    (12   )          (22   )    (27   ) 
Total             $ 175      $ 375            $ 492      $ 964 
 
 

(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         Three Months Ended         Nine Months Ended 
of EBITDA to 
"Net Income 
Available 
for 
The Dow  Chemical 
Company 
Common Stockholders" 
In                     Sep 30,    Sep 30,         Sep 30,    Sep 30, 
millions (Unaudited)   2012       2011            2012       2011 
EBITDA                 $ 1,798    $ 2,099         $ 5,466    $ 6,373 
- Depreciation and     665        714             2,018      2,142 
amortization 
+ Interest income      10         9               26         26 
- Interest expense     318        305             959        1,010 
and amortization 
of debt discount 
Income Before          $ 825      $ 1,089         $ 2,515    $ 3,247 
Income Taxes 
- Provision for        234        186             664        546 
income taxes 
- Net income           9          3               38         24 
attributable 
to 
noncontrolling 
interests 
- Preferred stock      85         85              255        255 
dividends 
Net Income Available   $ 497      $ 815           $ 1,558    $ 2,422 
for The Dow Chemical 
Company Common 
Stockholders 
 
 

(2) See Supplemental Information for a description of certain items affecting results in 2012 and 2011.

 
Sales by Geographic Area 
                          Three Months Ended        Nine Months Ended 
In millions (Unaudited)   Sep 30,    Sep 30,        Sep 30,    Sep 30, 
                          2012       2011           2012       2011 
North America             $ 4,802    $ 5,375        $ 15,480   $ 16,473 
Europe, Middle East       4,446      5,125          14,680     16,196 
and Africa 
Asia Pacific              2,520      2,659          7,585      7,885 
Latin America             1,869      1,950          5,124      5,334 
Total                     $ 13,637   $ 15,109       $ 42,869   $ 45,888 
 
 
Sales 
Volume 
and Price 
by 
Operating 
Segment 
and 
Geographic 
Area 
                  Three Months Ended            Nine Months Ended 
                  Sep 30, 2012                  Sep 30, 2012 
Percentage        Volume   Price   Total        Volume   Price   Total 
change 
from prior 
year 
Electronic        (3 )%    (5  )%  (8  )%       (3 )%    (1 )%   (4  )% 
and 
Functional 
Materials 
Coatings          1        (10 )   (9  )        1        (7 )    (6  ) 
and 
Infrastructure 
Solutions 
Agricultural      7        1       8            10       2       12 
Sciences 
Performance       3        (11 )   (8  )        (1 )     (7 )    (8  ) 
Materials 
Performance       (6 )     (9  )   (15 )        (8 )     (6 )    (14 ) 
Plastics 
Feedstocks        (1 )     (12 )   (13 )        (1 )     (3 )    (4  ) 
and Energy 
Total             (1 )%    (9  )%  (10 )%       (2 )%    (5 )%   (7  )% 
North             (3 )%    (8  )%  (11 )%       (3 )%    (3 )%   (6  )% 
America 
Europe,           (2 )     (11 )   (13 )        (3 )     (6 )    (9  ) 
Middle 
East 
and Africa 
Asia              5        (10 )   (5  )        2        (6 )    (4  ) 
Pacific 
Latin             1        (5  )   (4  )        (2 )     (2 )    (4  ) 
America 
Total             (1 )%    (9  )%  (10 )%       (2 )%    (5 )%   (7  )% 
Sales 
Volume 
and Price 
by 
Operating 
Segment 
and 
Geographic 
Area 
Excluding 
Divestitures 
(3) 
                  Three Months Ended            Nine Months Ended 
                  Sep 30, 2012                  Sep 30, 2012 
Percentage        Volume   Price   Total        Volume   Price   Total 
change 
from prior 
year 
Electronic        (3 )%    (5  )%  (8  )%       (3 )%    (1 )%   (4  )% 
and 
Functional 
Materials 
Coatings          1        (10 )   (9  )        1        (7 )    (6  ) 
and 
Infrastructure 
Solutions 
Agricultural      7        1       8            10       2       12 
Sciences 
Performance       4        (11 )   (7  )        1        (7 )    (6  ) 
Materials 
Performance       5        (10 )   (5  )        3        (6 )    (3  ) 
Plastics 
Feedstocks        (1 )     (12 )   (13 )        (1 )     (3 )    (4  ) 
and Energy 
Total             2  %     (9  )%  (7  )%       2  %     (5 )%   (3  )% 
North             1  %     (8  )%  (7  )%       1  %     (3 )%   (2  )% 
America 
Europe,           3        (12 )   (9  )        3        (7 )    (4  ) 
Middle 
East 
and Africa 
Asia              5        (10 )   (5  )        2        (6 )    (4  ) 
Pacific 
Latin             2        (5  )   (3  )        (1 )     (2 )    (3  ) 
America 
Total             2  %     (9  )%  (7  )%       2  %     (5 )%   (3  )% 
 
 

(3) Excludes sales of the Polypropylene business divested on September 30, 2011 and sales of Dow Haltermann which was 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 September 30, 2012 and September 30, 2011:

 
Certain        Pretax Impact (1)               Net Income (2)                EPS - Diluted (3) 
Items 
Impacting 
Results 
               Three Months Ended              Three Months Ended            Three Months Ended 
In             Sep 30,    Sep 30,              Sep 30,    Sep 30,            Sep 30,    Sep 30, 
millions,      2012       2011                 2012       2011               2012       2011 
except 
per share 
amounts 
(Unaudited) 
Adjusted                                       $ 497      $ 729              $ 0.42     $ 0.62 
to 
exclude 
certain 
items 
(non-GAAP 
measures) 
Certain 
items: 
Gain           $ --        $ 86                 --          86                 --          0.07 
on 
collection 
of 
impaired 
note 
receivable 
Total          $ --        $ 86                 $ --        $ 86               $ --        $ 0.07 
certain 
items 
Reported                                       $ 497      $ 815              $ 0.42     $ 0.69 
(GAAP 
amounts) 
 
 

(1) Impact on "Income Before Income Taxes."(2) "Net Income Available for The Dow Chemical Company Common Stockholders."(3) "Earnings per common share - diluted."

 

Results in the third quarter of 2011 were impacted by one item:

 
 
    -- 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.

 

The following table summarizes the impact of certain items recorded in the nine-month periods ended September 30, 2012 and September 30, 2011:

 
Certain Items          Pretax Impact (1)          Net Income (2)            EPS - Diluted (3) 
Impacting 
Results 
                       Nine Months Ended          Nine Months Ended         Nine Months Ended 
In millions,           Sep 30,    Sep 30,         Sep 30,    Sep 30,        Sep 30,    Sep 30, 
except                 2012       2011            2012       2011           2012       2011 
per share 
amounts 
(Unaudited) 
Adjusted to                                       $ 1,860    $ 2,670        $ 1.57     $ 2.29 
exclude 
certain 
items 
(non-GAAP 
measures) 
Certain items: 
Restructuring          $ (357 )   $ --             (287    )  --              (0.25   )  -- 
charges 
Acquisition-related    --          (31    )        --          (20     )      --          (0.02   ) 
integration 
expenses 
Gain                   --          86              --          86             --          0.07 
on collection 
of impaired 
note 
receivable 
Loss                   (24    )   (482   )        (15     )  (314    )      (0.01   )  (0.27   ) 
on 
early 
extinguishment 
of debt 
Total certain          $ (381 )   $ (427 )        $ (302  )  $ (248  )      $ (0.26 )  $ (0.22 ) 
items 
Reported (GAAP                                    $ 1,558    $ 2,422        $ 1.31     $ 2.07 
amounts) 
 
 

(1) Impact on "Income Before Income Taxes."(2) "Net Income Available for The Dow Chemical Company Common Stockholders."(3) "Earnings per common share - diluted."

 

Results for the nine-month period ended September 30, 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 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 is 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 item described above for the third quarter of 2011, results for the nine-month period ended September 30, 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 Company. The charges

are included in "Acquisition-related integration expenses" in the

consolidated statements of income and reflected in Corporate.

 
    -- Pretax loss of $482 million on the early extinguishment of debt, 

included in "Sundry income (expense) - net" and reflected in Corporate.

 

The Dow Chemical CompanyRebecca Bentley+1 989 638 8568rmbentley@dow.com

 
 
 
Dow Chem. (LSE:DOW)
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