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DuPont de Nemours, Inc. logo
DuPont de Nemours, Inc.
DD · US · NYSE
78.52
USD
+1.3
(1.66%)
Executives
Name Title Pay
Mr. Jon D. Kemp President of Electronics & Industrial and Chair of the Board of Industry Leaders of SEMI 995K
Ms. Antonella B. Franzen Senior Vice President & Chief Financial Officer --
Mr. Michael G. Goss Vice President, Controller & Principal Accounting Officer --
Mr. Daryl Roberts Senior Vice President and Chief Operations & Engineering Officer --
Mr. Leland G. Weaver President of DuPont Water & Protection 941K
Mr. Erik T. Hoover Senior Vice President & General Counsel 1M
Mr. Steven P. Larrabee Senior Vice President & Chief Information Officer --
Ms. Alexa Dembek Senior Vice President and Chief Technology & Sustainability Officer --
Mr. Edward D. Breen Executive Chairman 7.02M
Ms. Lori D. Koch Chief Executive Officer & Director 1.22M
Insider Transactions
Date Name Title Acquisition Or Disposition Stock / Options # of Shares Price
2024-06-05 du Pont Eleuthere I director A - A-Award Common Stock 2109 0
2024-06-05 Lowery Frederick M. director A - A-Award Common Stock 2109 0
2024-06-05 KISSAM LUTHER C IV director A - A-Award Common Stock 2109 0
2024-06-05 CUTLER ALEXANDER M director A - A-Award Common Stock 2109 0
2024-06-05 CURTIN TERRENCE R director A - A-Award Common Stock 2109 0
2024-06-05 CHANDY RUBY R director A - A-Award Common Stock 2109 0
2024-06-05 Brady Amy G. director A - A-Award Common Stock 2109 0
2024-06-05 Mulligan Deanna director A - A-Award Common Stock 2109 0
2024-06-05 Sterin Steven director A - A-Award Common Stock 2109 0
2024-06-05 JOHNSON KRISTINA M director A - A-Award Common Stock 2109 0
2024-06-05 LICO JAMES A director A - A-Award Common Stock 3109 0
2024-06-05 LICO JAMES A director D - Common Stock 0 0
2024-05-31 Franzen Antonella B SVP & CFO A - A-Award Common Stock 9738 0
2024-06-01 Franzen Antonella B SVP & CFO D - Common Stock 0 0
2024-05-31 Larrabee Steven P. SVP & CIO D - S-Sale Common Stock 3100 81.4145
2024-06-03 Kemp Jon D. President, Electronics & Indus D - S-Sale Common Stock 5000 81.1549
2024-05-31 Koch Lori CEO A - A-Award Common Stock 29212 0
2024-05-31 CURTIN TERRENCE R director A - A-Award Common Stock 395.5696 82.16
2024-05-31 CUTLER ALEXANDER M director A - A-Award Common Stock 608.5686 82.16
2024-05-31 Mulligan Deanna director A - A-Award Common Stock 395.5696 82.16
2024-05-31 Lowery Frederick M. director A - A-Award Common Stock 471.6407 82.16
2024-05-09 Goss Michael G. Controller D - S-Sale Common Stock 1339 78.33
2024-03-19 BREEN EDWARD D Chief Executive Officer A - G-Gift Common Stock 28021 0
2024-05-04 BREEN EDWARD D Chief Executive Officer D - F-InKind Common Stock 11340 77.76
2024-05-04 Koch Lori EVP & CFO D - F-InKind Common Stock 2928 77.76
2024-05-04 Goss Michael G. Controller D - F-InKind Common Stock 264 77.76
2024-05-04 Hoover Erik T. SVP & General Counsel D - F-InKind Common Stock 1465 77.76
2024-05-04 Weaver Leland President, Water & Protection D - F-InKind Common Stock 1465 77.76
2024-05-06 Weaver Leland President, Water & Protection D - S-Sale Common Stock 18500 78.4
2024-05-04 Larrabee Steven P. SVP & CIO D - F-InKind Common Stock 559 77.76
2024-05-04 Raia Christopher Senior Vice President & CHRO D - F-InKind Common Stock 1221 77.76
2024-05-04 Kemp Jon D. President, Electronics & Indus D - F-InKind Common Stock 1647 77.76
2024-03-13 Goss Michael G. Controller D - S-Sale Common Stock 2354 72.8
2024-03-02 BREEN EDWARD D Chief Executive Officer D - F-InKind Common Stock 4573 69.42
2024-03-02 Kemp Jon D. President, Electronics & Indus D - F-InKind Common Stock 1184 69.42
2024-03-02 Goss Michael G. Controller D - F-InKind Common Stock 107 69.42
2024-03-02 Koch Lori EVP & CFO D - F-InKind Common Stock 1339 69.42
2024-03-02 Hoover Erik T. SVP & General Counsel D - F-InKind Common Stock 410 69.42
2024-03-02 Larrabee Steven P. SVP & CIO D - F-InKind Common Stock 212 69.42
2024-03-02 Weaver Leland President, Water & Protection D - F-InKind Common Stock 113 69.42
2024-03-02 Raia Christopher Senior Vice President & CHRO D - F-InKind Common Stock 301 69.42
2024-02-29 CUTLER ALEXANDER M director A - A-Award Common Stock 722.6478 69.19
2024-02-29 CURTIN TERRENCE R director A - A-Award Common Stock 469.7211 69.19
2024-02-29 Mulligan Deanna director A - A-Award Common Stock 469.7211 69.19
2024-02-29 Lowery Frederick M. director A - A-Award Common Stock 560.052 69.19
2024-02-23 BREEN EDWARD D Chief Executive Officer D - F-InKind Common Stock 4957 70.24
2024-02-23 Hoover Erik T. SVP & General Counsel D - F-InKind Common Stock 431 70.24
2024-02-23 Weaver Leland President, Water & Protection D - F-InKind Common Stock 639 70.24
2024-02-23 Raia Christopher Senior Vice President & CHRO D - F-InKind Common Stock 359 70.24
2024-02-23 Larrabee Steven P. SVP & CIO D - F-InKind Common Stock 244 70.24
2024-02-23 Koch Lori EVP & CFO D - F-InKind Common Stock 1277 70.24
2024-02-23 Goss Michael G. Controller D - F-InKind Common Stock 115 70.24
2024-02-23 Kemp Jon D. President, Electronics & Indus D - F-InKind Common Stock 719 70.24
2024-02-15 BREEN EDWARD D Chief Executive Officer A - A-Award Common Stock 73047 0
2024-02-15 Kemp Jon D. President, Electronics & Indus A - A-Award Common Stock 10227 0
2024-02-15 Weaver Leland President, Water & Protection A - A-Award Common Stock 10227 0
2024-02-15 Koch Lori EVP & CFO A - A-Award Common Stock 17532 0
2024-02-15 Raia Christopher SVP & CHRO A - A-Award Common Stock 7305 0
2024-02-15 Goss Michael G. Controller A - A-Award Common Stock 2338 0
2024-02-15 Hoover Erik T. SVP & General Counsel A - A-Award Common Stock 8766 0
2024-02-15 Larrabee Steven P. SVP & CIO A - A-Award Common Stock 4968 0
2024-02-14 BREEN EDWARD D Chief Executive Officer A - A-Award Common Stock 115202 0
2024-02-14 BREEN EDWARD D Chief Executive Officer D - F-InKind Common Stock 54088 67.16
2024-02-14 Koch Lori EVP & CFO A - A-Award Common Stock 31419 0
2024-02-14 Koch Lori EVP & CFO D - F-InKind Common Stock 12284 67.16
2024-02-14 Larrabee Steven P. SVP & CIO A - A-Award Common Stock 7332 0
2024-02-14 Larrabee Steven P. SVP & CIO D - F-InKind Common Stock 2364 67.16
2024-02-14 Raia Christopher SVP & CHRO A - A-Award Common Stock 10473 0
2024-02-14 Raia Christopher SVP & CHRO D - F-InKind Common Stock 3337 67.16
2024-02-14 Hoover Erik T. SVP & General Counsel A - A-Award Common Stock 12567 0
2024-02-14 Hoover Erik T. SVP & General Counsel D - F-InKind Common Stock 3979 67.16
2024-02-14 Goss Michael G. Controller A - A-Award Common Stock 3666 0
2024-02-14 Goss Michael G. Controller D - F-InKind Common Stock 1238 67.16
2024-02-14 Weaver Leland President, Water & Protection A - A-Award Common Stock 12944 0
2024-02-14 Weaver Leland President, Water & Protection D - F-InKind Common Stock 4088 67.16
2024-02-14 Kemp Jon D. President, Electronics & Indus A - A-Award Common Stock 28800 0
2024-02-14 Kemp Jon D. President, Electronics & Indus D - F-InKind Common Stock 10612 67.16
2024-02-11 Weaver Leland President, Water & Protection D - F-InKind Common Stock 864 67.15
2023-12-15 BREEN EDWARD D Chief Executive Officer D - F-InKind Common Stock 3345 73.335
2023-12-04 Raia Christopher Senior Vice President & CHRO D - F-InKind Common Stock 830 71.53
2023-11-30 Mulligan Deanna director A - A-Award Common Stock 454.2913 71.54
2023-11-30 Lowery Frederick M. director A - A-Award Common Stock 541.655 71.54
2023-11-30 CUTLER ALEXANDER M director A - A-Award Common Stock 698.9097 71.54
2023-11-30 CURTIN TERRENCE R director A - A-Award Common Stock 454.2913 71.54
2023-11-14 Larrabee Steven P. SVP & CIO D - S-Sale Common Stock 3700 70.57
2023-09-01 Weaver Leland President, Water & Protection D - F-InKind Common Stock 293 77.67
2023-08-31 Ratnakar Raj SVP & Chief Strategy Officer A - M-Exempt Common Stock 50633 66.06
2023-08-31 Ratnakar Raj SVP & Chief Strategy Officer D - S-Sale Common Stock 50633 77.42
2023-08-31 Ratnakar Raj SVP & Chief Strategy Officer D - M-Exempt Stock Options (Right to Buy) NQOs 50633 66.06
2023-08-31 Mulligan Deanna director A - A-Award Common Stock 422.6817 76.89
2023-08-31 Lowery Frederick M. director A - A-Award Common Stock 503.9667 76.89
2023-08-31 CUTLER ALEXANDER M director A - A-Award Common Stock 650.2796 76.89
2023-08-31 CURTIN TERRENCE R director A - A-Award Common Stock 422.6817 76.89
2023-08-25 Ratnakar Raj SVP & Chief Strategy Officer A - M-Exempt Common Stock 15838 53.5
2023-08-25 Ratnakar Raj SVP & Chief Strategy Officer D - S-Sale Common Stock 15838 74.56
2023-08-25 Ratnakar Raj SVP & Chief Strategy Officer D - M-Exempt Stock Options (Right to Buy) NQOs 15838 53.5
2023-08-14 BREEN EDWARD D Chief Executive Officer A - G-Gift Common Stock 45214 0
2023-08-11 BREEN EDWARD D Chief Executive Officer A - G-Gift Common Stock 13700 0
2023-08-21 BREEN EDWARD D Chief Executive Officer D - G-Gift Common Stock 68000 0
2023-08-09 Kemp Jon D. President, Electronics & Indus D - S-Sale Common Stock 5200 77.46
2023-08-04 Goss Michael G. Controller A - M-Exempt Common Stock 7919 53.5
2023-08-04 Goss Michael G. Controller D - S-Sale Common Stock 7919 77.36
2023-08-04 Goss Michael G. Controller D - M-Exempt Stock Options (Right to Buy) NQOs 7919 53.5
2023-08-03 BREEN EDWARD D Chief Executive Officer D - F-InKind Common Stock 5665 76.755
2023-05-31 Lowery Frederick M. director A - A-Award Common Stock 576.7227 67.19
2023-05-31 Mulligan Deanna director A - A-Award Common Stock 483.7029 67.19
2023-05-31 CUTLER ALEXANDER M director A - A-Award Common Stock 744.1584 67.19
2023-05-31 CURTIN TERRENCE R director A - A-Award Common Stock 483.7029 67.19
2023-05-24 Sterin Steven director A - A-Award Common Stock 2566 0
2023-05-24 Brady Amy G. director A - A-Award Common Stock 2566 0
2023-05-24 CHANDY RUBY R director A - A-Award Common Stock 2566 0
2023-05-24 CUTLER ALEXANDER M director A - A-Award Common Stock 2566 0
2023-05-24 JOHNSON KRISTINA M director A - A-Award Common Stock 2566 0
2023-05-24 KISSAM LUTHER C IV director A - A-Award Common Stock 2566 0
2023-05-24 Lowery Frederick M. director A - A-Award Common Stock 2566 0
2023-05-24 MILCHOVICH RAYMOND J director A - A-Award Common Stock 2566 0
2023-05-24 Mulligan Deanna director A - A-Award Common Stock 2566 0
2023-05-24 CURTIN TERRENCE R director A - A-Award Common Stock 2566 0
2023-05-24 du Pont Eleuthere I director A - A-Award Common Stock 2566 0
2023-05-15 Goss Michael G. Controller D - S-Sale Common Stock 2374 65.46
2023-05-04 BREEN EDWARD D Chief Executive Officer A - A-Award Common Stock 78052 0
2023-03-14 BREEN EDWARD D Chief Executive Officer A - G-Gift Common Stock 30000 0
2023-05-04 Kemp Jon D. President, Electronics & Indus A - A-Award Common Stock 10928 0
2023-05-04 Hoover Erik T. SVP & General Counsel A - A-Award Common Stock 9367 0
2023-05-04 Koch Lori EVP & CFO A - A-Award Common Stock 18733 0
2023-05-04 Ratnakar Raj SVP & Chief Strategy Officer A - A-Award Common Stock 7806 0
2023-05-04 Larrabee Steven P. SVP & CIO A - A-Award Common Stock 5308 0
2023-05-04 Raia Christopher SVP & CHRO A - A-Award Common Stock 7806 0
2023-05-04 Weaver Leland President, Water & Protection A - A-Award Common Stock 9367 0
2023-05-04 Goss Michael G. Controller A - A-Award Common Stock 2498 0
2023-03-02 Ratnakar Raj SVP & Chief Strategy Officer D - F-InKind Common Stock 231 73.9925
2023-03-02 BREEN EDWARD D Chief Executive Officer D - F-InKind Common Stock 4458 73.9925
2023-03-02 Weaver Leland President, Water & Protection D - F-InKind Common Stock 74 73.9925
2023-03-02 Larrabee Steven P. SVP and CIO D - F-InKind Common Stock 206 73.9925
2023-03-02 Kemp Jon D. President, E&I D - F-InKind Common Stock 1153 73.9925
2023-03-02 Goss Michael G. Controller D - F-InKind Common Stock 104 73.9925
2023-03-02 Hoover Erik T. SVP & General Counsel D - F-InKind Common Stock 522 73.9925
2023-03-02 Raia Christopher SVP & CHRO D - F-InKind Common Stock 293 73.9925
2023-03-02 Koch Lori EVP & CFO D - F-InKind Common Stock 1305 73.9925
2023-02-28 CURTIN TERRENCE R director A - A-Award Common Stock 445.0226 73.03
2023-02-28 Mulligan Deanna director A - A-Award Common Stock 445.0226 73.03
2023-02-28 Lowery Frederick M. director A - A-Award Common Stock 530.6039 73.03
2023-02-28 CUTLER ALEXANDER M director A - A-Award Common Stock 684.6501 73.03
2023-02-23 BREEN EDWARD D Chief Executive Officer D - F-InKind Common Stock 4858 72.935
2023-02-23 Goss Michael G. Controller D - F-InKind Common Stock 113 72.935
2023-02-23 Hoover Erik T. SVP & General Counsel D - F-InKind Common Stock 626 72.935
2023-02-23 Larrabee Steven P. SVP and CIO D - F-InKind Common Stock 239 72.935
2023-02-23 Raia Christopher SVP & CHRO D - F-InKind Common Stock 352 72.935
2023-02-23 Ratnakar Raj SVP & Chief Strategy Officer D - F-InKind Common Stock 395 72.935
2023-02-23 Koch Lori EVP & CFO D - F-InKind Common Stock 1251 72.935
2023-02-23 Weaver Leland President, Water & Protection D - F-InKind Common Stock 422 72.935
2023-02-23 Kemp Jon D. President, E&I D - F-InKind Common Stock 704 72.935
2023-02-17 Brady Amy G. director D - S-Sale Common Stock 376 74.49
2023-02-19 Ratnakar Raj SVP & Chief Strategy Officer D - F-InKind Common Stock 323 74.82
2023-02-19 Raia Christopher SVP & CHRO D - F-InKind Common Stock 83 74.82
2023-02-19 Larrabee Steven P. SVP and CIO D - F-InKind Common Stock 247 74.82
2023-02-19 Weaver Leland President, Water & Protection D - F-InKind Common Stock 190 74.82
2023-02-19 Koch Lori EVP & CFO D - F-InKind Common Stock 1522 74.82
2023-02-19 Kemp Jon D. President, E&I D - F-InKind Common Stock 1028 74.82
2023-02-19 Hoover Erik T. SVP & General Counsel D - F-InKind Common Stock 640 74.82
2023-02-19 Goss Michael G. Controller D - F-InKind Common Stock 145 74.82
2023-02-17 JOHNSON KRISTINA M director D - S-Sale Common Stock 450 74.55
2023-02-13 BREEN EDWARD D Chief Executive Officer A - A-Award Common Stock 145203 0
2023-02-13 BREEN EDWARD D Chief Executive Officer D - F-InKind Common Stock 68173 76.02
2023-02-13 Kemp Jon D. President, E&I A - A-Award Common Stock 25911 0
2023-02-13 Kemp Jon D. President, E&I D - F-InKind Common Stock 9576 76.02
2023-02-13 Ratnakar Raj SVP & Chief Strategy Officer A - A-Award Common Stock 10365 0
2023-02-13 Ratnakar Raj SVP & Chief Strategy Officer D - F-InKind Common Stock 3674 76.02
2023-02-13 Raia Christopher SVP & CHRO A - A-Award Common Stock 2961 0
2023-02-13 Raia Christopher SVP & CHRO D - F-InKind Common Stock 994 76.02
2023-02-13 Larrabee Steven P. SVP and CIO A - A-Award Common Stock 8883 0
2023-02-13 Larrabee Steven P. SVP and CIO D - F-InKind Common Stock 2826 76.02
2023-02-13 Hoover Erik T. SVP & General Counsel A - A-Award Common Stock 15546 0
2023-02-13 Hoover Erik T. SVP & General Counsel D - F-InKind Common Stock 5242 76.02
2023-02-13 Goss Michael G. Controller A - A-Award Common Stock 5183 0
2023-02-13 Goss Michael G. Controller D - F-InKind Common Stock 1689 76.02
2023-02-13 Koch Lori EVP & CFO A - A-Award Common Stock 37016 0
2023-02-13 Koch Lori EVP & CFO D - F-InKind Common Stock 15100 76.02
2023-02-14 Koch Lori EVP & CFO D - G-Gift Common Stock 660 0
2023-02-11 Weaver Leland President, Water & Protection D - F-InKind Common Stock 832 75.39
2022-12-15 BREEN EDWARD D Chief Executive Officer D - F-InKind Common Stock 1342 68.155
2022-12-04 Raia Christopher SVP & CHRO D - F-InKind Common Stock 1201 70.435
2022-11-30 Mulligan Deanna director A - A-Award Common Stock 460.9275 70.51
2022-11-30 Lowery Frederick M. director A - A-Award Common Stock 549.5674 70.51
2022-11-30 CUTLER ALEXANDER M director A - A-Award Common Stock 709.1193 70.51
2022-11-30 CURTIN TERRENCE R director A - A-Award Common Stock 460.9275 70.51
2022-09-01 Weaver Leland President, Water & Protection D - F-InKind Common Stock 424 54.775
2022-08-31 Mulligan Deanna A - A-Award Common Stock 584.1122 55.64
2022-08-31 Lowery Frederick M. A - A-Award Common Stock 696.4414 55.64
2022-08-31 CUTLER ALEXANDER M A - A-Award Common Stock 898.6341 55.64
2022-08-31 CURTIN TERRENCE R A - A-Award Common Stock 584.1122 55.64
2022-08-04 Sterin Steven A - A-Award Common Stock 1000 0
2022-08-04 Mulligan Deanna A - A-Award Common Stock 1000 0
2022-08-04 MILCHOVICH RAYMOND J A - A-Award Common Stock 1000 0
2022-08-04 Lowery Frederick M. A - A-Award Common Stock 1000 0
2022-08-04 KISSAM LUTHER C IV A - A-Award Common Stock 1000 0
2022-08-04 JOHNSON KRISTINA M A - A-Award Common Stock 1000 0
2022-08-04 du Pont Eleuthere I A - A-Award Common Stock 1000 0
2022-08-04 CUTLER ALEXANDER M A - A-Award Common Stock 1000 0
2022-08-04 CURTIN TERRENCE R A - A-Award Common Stock 1000 0
2022-08-04 CHANDY RUBY R A - A-Award Common Stock 1000 0
2022-08-04 Brady Amy G. A - A-Award Common Stock 1000 0
2022-08-03 BREEN EDWARD D Chief Executive Officer D - F-InKind Common Stock 5076 58.045
2022-05-31 Mulligan Deanna A - A-Award Common Stock 427.3332 67.85
2022-05-31 Lowery Frederick M. A - A-Award Common Stock 519.4482 67.85
2022-05-31 CUTLER ALEXANDER M A - A-Award Common Stock 685.2551 67.85
2022-05-31 CURTIN TERRENCE R A - A-Award Common Stock 427.3332 67.85
2022-05-26 JOHNSON KRISTINA M A - A-Award Common Stock 2524 67.37
2022-05-26 JOHNSON KRISTINA M director D - Common Stock 0 0
2022-05-26 Sterin Steven A - A-Award Common Stock 2524 67.37
2022-05-26 Mulligan Deanna A - A-Award Common Stock 2524 67.37
2022-05-26 MILCHOVICH RAYMOND J A - A-Award Common Stock 2524 67.37
2022-05-26 Lowery Frederick M. A - A-Award Common Stock 2524 67.37
2022-05-26 KISSAM LUTHER C IV A - A-Award Common Stock 2524 67.37
2022-05-26 du Pont Eleuthere I A - A-Award Common Stock 2524 67.37
2022-05-26 CUTLER ALEXANDER M A - A-Award Common Stock 2524 67.37
2022-05-26 CURTIN TERRENCE R A - A-Award Common Stock 2524 67.37
2022-05-26 CHANDY RUBY R A - A-Award Common Stock 2524 67.37
2022-05-26 Brady Amy G. A - A-Award Common Stock 2524 67.37
2022-05-01 Ratnakar Raj SVP & Chief Strategy Officer D - F-InKind Common Stock 4142 66.9975
2022-03-02 Weaver Leland President, Water & Protection D - F-InKind Common Stock 72 76.635
2022-03-02 Stone Randy Lee President, Mobility & Material D - F-InKind Common Stock 1806 76.635
2022-03-02 Ratnakar Raj SVP and Chief Strategy Officer D - F-InKind Common Stock 323 76.635
2022-03-02 Raia Christopher SVP & CHRO D - F-InKind Common Stock 287 76.635
2022-03-02 Larrabee Steven P. SVP & CIO D - F-InKind Common Stock 298 76.635
2022-03-02 Koch Lori EVP & CFO D - F-InKind Common Stock 865 76.635
2022-03-02 Kemp Jon D. President, E&I D - F-InKind Common Stock 1126 76.635
2022-03-02 Hoover Erik T. SVP & General Counsel D - F-InKind Common Stock 510 76.635
2022-03-02 Goss Michael G. Controller D - F-InKind Common Stock 102 76.635
2022-03-02 BREEN EDWARD D Chief Executive Officer D - F-InKind Common Stock 4011 76.635
2022-03-02 BREEN EDWARD D Chief Executive Officer D - G-Gift Common Stock 19532 0
2022-02-28 Mulligan Deanna director A - A-Award Common Stock 371.5911 77.37
2022-02-28 Lowery Frederick M. director A - A-Award Common Stock 452.3717 77.37
2022-02-28 CUTLER ALEXANDER M director A - A-Award Common Stock 597.7769 77.37
2022-02-28 CURTIN TERRENCE R director A - A-Award Common Stock 371.5911 77.37
2022-02-23 Weaver Leland President, Water & Protection A - A-Award Common Stock 3998 0
2022-02-23 Weaver Leland President, Water & Protection A - A-Award Stock Options (Right to Buy) NQOs 17232 75.05
2022-02-23 Stone Randy Lee President, Mobility & Material A - A-Award Common Stock 23318 0
2022-02-23 Ratnakar Raj SVP and Chief Strategy Officer A - A-Award Common Stock 3332 0
2022-02-23 Ratnakar Raj SVP and Chief Strategy Officer A - A-Award Stock Options (Right to Buy) NQOs 14360 75.05
2022-02-23 Raia Christopher SVP & CHRO A - A-Award Common Stock 3332 0
2022-02-23 Raia Christopher SVP & CHRO A - A-Award Stock Options (Right to Buy) NQOs 14360 75.05
2022-02-23 Larrabee Steven P. SVP & CIO A - A-Award Common Stock 2266 0
2022-02-23 Larrabee Steven P. SVP & CIO A - A-Award Stock Options (Right to Buy) NQOs 9765 75.05
2022-02-23 Koch Lori EVP & CFO A - A-Award Stock Options (Right to Buy) NQOs 34463 75.05
2022-02-23 Koch Lori EVP & CFO A - A-Award Common Stock 7995 0
2022-02-23 Kemp Jon D. President, E&I A - A-Award Common Stock 4664 0
2022-02-23 Kemp Jon D. President, E&I A - A-Award Stock Options (Right to Buy) NQOs 20104 75.05
2022-02-23 Hoover Erik T. SVP & General Counsel A - A-Award Common Stock 3998 0
2022-02-23 Hoover Erik T. SVP & General Counsel A - A-Award Stock Options (Right to Buy) NQOs 17232 75.05
2022-02-23 Goss Michael G. Controller A - A-Award Common Stock 1066 0
2022-02-23 Goss Michael G. Controller A - A-Award Stock Options (Right to Buy) NQOs 4596 75.05
2022-02-23 BREEN EDWARD D Chief Executive Officer A - A-Award Common Stock 33312 0
2022-02-23 BREEN EDWARD D Chief Executive Officer A - A-Award Stock Options (Right to Buy) NQOs 143596 75.05
2022-02-19 Weaver Leland President, Water & Protection D - F-InKind Common Stock 186 81.2525
2022-02-19 Stone Randy Lee President, Mobility & Material D - F-InKind Common Stock 958 81.2525
2022-02-19 Ratnakar Raj SVP and Chief Strategy Officer D - F-InKind Common Stock 329 81.2525
2022-02-19 Raia Christopher SVP & CHRO D - F-InKind Common Stock 82 81.2525
2022-02-19 Larrabee Steven P. SVP & CIO D - F-InKind Common Stock 358 81.2525
2022-02-19 Koch Lori EVP & CFO D - F-InKind Common Stock 1004 81.2525
2022-02-19 Kemp Jon D. President, E&I D - F-InKind Common Stock 1007 81.2525
2022-02-19 Kemp Jon D. President, E&I D - F-InKind Common Stock 1007 81.2525
2022-02-19 Hoover Erik T. SVP & General Counsel D - F-InKind Common Stock 627 81.2525
2022-02-19 Goss Michael G. Controller D - F-InKind Common Stock 141 81.2525
2022-02-16 Weaver Leland President, Water & Protection A - A-Award Common Stock 1898 0
2022-02-16 Weaver Leland President, Water & Protection D - F-InKind Common Stock 588 81.88
2022-02-16 Stone Randy Lee President, Mobility & Material A - A-Award Common Stock 11391 0
2022-02-16 Stone Randy Lee President, Mobility & Material D - F-InKind Common Stock 4143 81.88
2022-02-16 Ratnakar Raj SVP and Chief Strategy Officer A - A-Award Common Stock 11391 0
2022-02-16 Ratnakar Raj SVP and Chief Strategy Officer D - F-InKind Common Stock 4026 81.88
2022-02-16 Raia Christopher SVP & CHRO A - A-Award Common Stock 3797 0
2022-02-16 Raia Christopher SVP & CHRO D - F-InKind Common Stock 1191 81.88
2022-02-16 Larrabee Steven P. SVP & CIO A - A-Award Common Stock 11391 0
2022-02-16 Larrabee Steven P. SVP & CIO A - A-Award Common Stock 11391 0
2022-02-16 Larrabee Steven P. SVP & CIO D - F-InKind Common Stock 3810 81.88
2022-02-16 Larrabee Steven P. SVP & CIO D - F-InKind Common Stock 3810 81.88
2022-02-16 Koch Lori EVP & CFO A - A-Award Common Stock 5695 0
2022-02-16 Koch Lori EVP & CFO D - F-InKind Common Stock 1775 81.88
2022-02-16 Kemp Jon D. President, E&I A - A-Award Common Stock 11391 0
2022-02-16 Kemp Jon D. President, E&I D - F-InKind Common Stock 3523 81.88
2022-02-16 Hoover Erik T. SVP & General Counsel A - A-Award Common Stock 11391 0
2022-02-16 Hoover Erik T. SVP & General Counsel D - F-InKind Common Stock 3979 81.88
2022-02-16 Goss Michael G. Controller A - A-Award Common Stock 5695 0
2022-02-16 Goss Michael G. Controller D - F-InKind Common Stock 1765 81.88
2022-02-16 BREEN EDWARD D Chief Executive Officer A - A-Award Common Stock 37972 0
2022-02-16 BREEN EDWARD D Chief Executive Officer D - F-InKind Common Stock 16523 81.88
2022-02-14 Weaver Leland President, Water & Protection D - F-InKind Common Stock 167 79.54
2022-02-14 Stone Randy Lee President, Mobility & Material D - F-InKind Common Stock 1288 79.54
2022-02-14 Raia Christopher SVP & CHRO D - F-InKind Common Stock 338 79.54
2022-02-14 Larrabee Steven P. SVP & CIO D - F-InKind Common Stock 927 79.54
2022-02-14 Koch Lori EVP & CFO D - F-InKind Common Stock 280 79.54
2022-02-14 Kemp Jon D. President, E&I D - F-InKind Common Stock 672 79.54
2022-02-14 Hoover Erik T. SVP & General Counsel D - F-InKind Common Stock 1286 79.54
2022-02-14 Goss Michael G. Controller D - F-InKind Common Stock 465 79.54
2022-02-14 BREEN EDWARD D Chief Executive Officer D - F-InKind Common Stock 11219 79.54
2022-02-11 Weaver Leland President, Water & Protection D - F-InKind Common Stock 795 80.235
2022-01-14 Stone Randy Lee President, Mobility & Material A - M-Exempt Common Stock 4565 80.07
2022-01-14 Stone Randy Lee President, Mobility & Material D - S-Sale Common Stock 4565 85
2022-01-14 Stone Randy Lee President, Mobility & Material D - M-Exempt Employee Stock Options (Right to Buy) NQOs 4565 80.07
2022-01-13 Weaver Leland President, Water & Protection A - M-Exempt Common Stock 2183 80.07
2022-01-13 Weaver Leland President, Water & Protection D - S-Sale Common Stock 2183 84
2022-01-13 Weaver Leland President, Water & Protection D - M-Exempt Employee Stock Options (Right to Buy) NQOs 2183 80.07
2022-01-03 Goss Michael G. Controller A - M-Exempt Common Stock 1157 80.07
2022-01-03 Goss Michael G. Controller D - S-Sale Common Stock 1145 81.5
2022-01-03 Goss Michael G. Controller D - M-Exempt Employee Stock Options (Right to Buy) NQOs 1157 80.07
2021-12-30 Kemp Jon D. President, E&I A - M-Exempt Common Stock 1575 80.07
2021-12-30 Kemp Jon D. President, E&I A - M-Exempt Common Stock 1575 80.07
2021-12-30 Kemp Jon D. President, E&I D - S-Sale Common Stock 1575 81
2021-12-30 Kemp Jon D. President, E&I D - S-Sale Common Stock 1575 81
2021-12-30 Kemp Jon D. President, E&I D - M-Exempt Employee Stock Options (Right to Buy) NQOs 1575 80.07
2021-12-30 Kemp Jon D. President, E&I D - M-Exempt Employee Stock Options (Right to Buy) NQOs 1575 80.07
2021-12-15 BREEN EDWARD D Chief Executive Officer D - F-InKind Common Stock 3357 77.73
2021-12-15 Stone Randy Lee President, M&M D - F-InKind Common Stock 304 77.73
2021-12-04 Raia Christopher SVP & CHRO D - F-InKind Common Stock 792 75.7363
2021-11-30 Mulligan Deanna director A - A-Award Common Stock 388.7236 73.96
2021-11-30 Lowery Frederick M. director A - A-Award Common Stock 388.7236 73.96
2021-11-30 CUTLER ALEXANDER M director A - A-Award Common Stock 625.338 73.96
2021-11-30 CURTIN TERRENCE R director A - A-Award Common Stock 388.7236 73.96
2021-09-01 Weaver Leland President, Water & Protection I - Common Stock 0 0
2017-02-03 Weaver Leland President, Water & Protection D - Employee Stock Options (Right to Buy) 2815 66.21
2018-02-02 Weaver Leland President, Water & Protection D - Employee Stock Options (Right to Buy) 3866 85.81
2019-02-15 Weaver Leland President, Water & Protection D - Employee Stock Options (Right to Buy) 1293 103.76
2016-02-04 Weaver Leland President, Water & Protection D - Employee Stock Options (Right to Buy) 2183 80.07
2021-02-19 Weaver Leland President, Water & Protection D - Employee Stock Options (Right to Buy) 2602 53.5
2022-03-02 Weaver Leland President, Water & Protection D - Employee Stock Options (Right to Buy) 2956 72.98
2020-08-05 Weaver Leland President, Water & Protection D - Employee Stock Options (Right to Buy) 8439 66.06
2021-08-31 CURTIN TERRENCE R director A - A-Award Common Stock 388.4085 74.02
2021-08-31 CUTLER ALEXANDER M director A - A-Award Common Stock 624.8311 74.02
2021-08-31 Lowery Frederick M. director A - A-Award Common Stock 388.4085 74.02
2021-08-31 Lowery Frederick M. director A - A-Award Common Stock 388.4085 74.02
2021-08-31 Mulligan Deanna director A - A-Award Common Stock 388.4085 74.02
2021-09-01 Kemp Jon D. President, E&I A - A-Award Common Stock 27234 73.44
2021-09-01 Kemp Jon D. President, E&I A - A-Award Common Stock 27234 73.44
2021-09-01 Stone Randy Lee President, Mobility & Material A - A-Award Common Stock 27234 73.44
2021-09-01 Weaver Leland President, Water & Protection A - A-Award Common Stock 2724 73.44
2021-09-01 Weaver Leland President, Water & Protection A - A-Award Employee Stock Options (Right to Buy) 13756 73.44
2021-09-01 Weaver Leland President, Water & Protection D - Common Stock 0 0
2021-02-19 Weaver Leland President, Water & Protection D - Employee Stock Options (Right to Buy) 2602 53.5
2016-02-04 Weaver Leland President, Water & Protection D - Employee Stock Options (Right to Buy) 2183 80.07
2017-02-03 Weaver Leland President, Water & Protection D - Employee Stock Options (Right to Buy) 2815 66.21
2018-02-02 Weaver Leland President, Water & Protection D - Employee Stock Options (Right to Buy) 3866 85.81
2019-02-15 Weaver Leland President, Water & Protection D - Employee Stock Options (Right to Buy) 1293 103.76
2020-08-05 Weaver Leland President, Water & Protection D - Employee Stock Options (Right to Buy) 8439 66.06
2022-03-02 Weaver Leland President, Water & Protection D - Employee Stock Options (Right to Buy) 2956 72.98
2021-08-24 Lee Rose President, Water & Protection A - M-Exempt Common Stock 13251 66.21
2021-08-24 Lee Rose President, Water & Protection A - M-Exempt Common Stock 13197 53.5
2021-08-24 Lee Rose President, Water & Protection D - S-Sale Common Stock 13197 74.3746
2021-08-24 Lee Rose President, Water & Protection D - M-Exempt Employee Stock Option (Right to buy) 13197 53.5
2021-08-24 Lee Rose President, Water & Protection D - M-Exempt Employee Stock Option (Right to buy) 13251 66.21
2021-08-05 KISSAM LUTHER C IV director A - P-Purchase Common Stock 5000 75.9374
2021-08-03 BREEN EDWARD D Chief Executive Officer D - F-InKind Common Stock 5477 73.98
2021-05-28 Mulligan Deanna director A - A-Award Common Stock 226.5832 84.59
2021-05-28 Lowery Frederick M. director A - A-Award Common Stock 339.8747 84.59
2021-05-28 Lowery Frederick M. director A - A-Award Common Stock 339.8747 84.59
2021-05-28 CUTLER ALEXANDER M director A - A-Award Common Stock 546.7549 84.59
2021-05-28 CURTIN TERRENCE R director A - A-Award Common Stock 339.8747 84.59
2021-05-25 Kemp Jon D. President, E&I D - S-Sale Common Stock 3500 84.3841
2021-05-07 Ratnakar Raj SVP and Chief Strategy Officer D - S-Sale Common Stock 11408 82.8
2021-05-01 Ratnakar Raj SVP & Chief Strategy Officer D - F-InKind Common Stock 2851 77.625
2021-04-28 Sterin Steven director A - A-Award Common Stock 2207 77.05
2021-04-28 Mulligan Deanna director A - A-Award Common Stock 2391 77.05
2021-04-28 MILCHOVICH RAYMOND J director A - A-Award Common Stock 2207 77.05
2021-04-28 Lowery Frederick M. director A - A-Award Common Stock 2207 77.05
2021-04-28 Lowery Frederick M. director A - A-Award Common Stock 2207 77.05
2021-04-28 KISSAM LUTHER C IV director A - A-Award Common Stock 2207 77.05
2021-04-28 du Pont Eleuthere I director A - A-Award Common Stock 2207 77.05
2021-04-28 CUTLER ALEXANDER M director A - A-Award Common Stock 2207 77.05
2021-04-28 CUTLER ALEXANDER M director A - A-Award Common Stock 2207 77.05
2021-04-28 CURTIN TERRENCE R director A - A-Award Common Stock 2207 77.05
2021-04-28 Clyburn Frank director A - A-Award Common Stock 2207 77.05
2021-04-28 CHANDY RUBY R director A - A-Award Common Stock 2207 77.05
2021-04-28 Brady Amy G. director A - A-Award Common Stock 2207 77.05
2021-04-27 Mulligan Deanna director D - Common Stock 0 0
2021-03-02 Goss Michael G. Controller A - A-Award Common Stock 960 72.98
2021-03-02 Goss Michael G. Controller A - A-Award Stock Options (Right to Buy) NQOs 4138 72.98
2021-03-02 Stone Randy Lee President, Mobility & Material A - A-Award Stock Options (Right to Buy) NQOs 50237 72.98
2021-03-02 Stone Randy Lee President, Mobility & Material A - A-Award Common Stock 11648 72.98
2021-03-02 Ratnakar Raj SVP & Chief Strategy Officer A - A-Award Common Stock 1919 72.98
2021-03-02 Ratnakar Raj SVP & Chief Strategy Officer A - A-Award Stock Options (Right to Buy) NQOs 8275 72.98
2021-03-02 Raia Christopher Senior Vice President & CHRO A - A-Award Common Stock 2741 72.98
2021-03-02 Raia Christopher Senior Vice President & CHRO A - A-Award Stock Options (Right to Buy) NQOs 11821 72.98
2021-03-02 Lee Rose President, Water & Protection A - A-Award Stock Options (Right to Buy) NQOs 50237 72.98
2021-03-02 Lee Rose President, Water & Protection A - A-Award Common Stock 11648 72.98
2021-03-02 Larrabee Steven P. SVP & CIO A - A-Award Common Stock 1919 72.98
2021-03-02 Larrabee Steven P. SVP & CIO A - A-Award Stock Options (Right to Buy) NQOs 8275 72.98
2021-03-02 Koch Lori EVP & CFO A - A-Award Stock Options (Right to Buy) NQOs 35461 72.98
2021-03-02 Koch Lori EVP & CFO A - A-Award Common Stock 8222 72.98
2021-03-02 Kemp Jon D. President, E&I A - A-Award Stock Options (Right to Buy) NQOs 32506 72.98
2021-03-02 Kemp Jon D. President, E&I A - A-Award Common Stock 7537 72.98
2021-03-02 Hoover Erik T. SVP & General Counsel A - A-Award Common Stock 3289 72.98
2021-03-02 Hoover Erik T. SVP & General Counsel A - A-Award Stock Options (Right to Buy) NQOs 14185 72.98
2021-03-02 BREEN EDWARD D Chief Executive Officer A - A-Award Common Stock 30146 72.98
2021-03-02 BREEN EDWARD D Chief Executive Officer A - A-Award Stock Options (Right to Buy) NQOs 130024 72.98
2021-02-28 Lowery Frederick M. director A - A-Award Common Stock 408.8453 70.32
2021-02-28 CUTLER ALEXANDER M director A - A-Award Common Stock 657.7076 70.32
2021-02-28 CURTIN TERRENCE R director A - A-Award Common Stock 408.8453 70.32
2021-02-22 CURTIN TERRENCE R director A - P-Purchase Common Stock 7500 69.9398
2021-02-19 Goss Michael G. Controller D - F-InKind Common Stock 142 69.7675
2021-02-19 Stone Randy Lee President, Mobility & Material D - F-InKind Common Stock 693 69.7675
2021-02-19 Ratnakar Raj SVP & Chief Strategy Officer D - F-InKind Common Stock 359 69.7675
2021-02-19 Raia Christopher VP & Interim CHRO D - F-InKind Common Stock 94 69.7675
2021-02-19 Lee Rose President, Water & Protection D - F-InKind Common Stock 693 69.7675
2021-02-19 Larrabee Steven P. SVP and CIO D - F-InKind Common Stock 238 69.7675
2021-02-19 Koch Lori EVP & CFO D - F-InKind Common Stock 992 69.7675
2021-02-19 Kemp Jon D. President, E&I D - F-InKind Common Stock 655 69.7675
2021-02-19 Hoover Erik T. SVP & General Counsel D - F-InKind Common Stock 415 69.7675
2021-02-14 Goss Michael G. Controller D - F-InKind Common Stock 458 71.124
2021-02-15 Goss Michael G. Controller D - F-InKind Common Stock 36 71.124
2021-02-14 Stone Randy Lee President, Mobility & Material D - F-InKind Common Stock 1452 71.124
2021-02-14 Raia Christopher VP & Interim CHRO D - F-InKind Common Stock 333 71.124
2021-02-14 Lee Rose President, Water & Protection D - F-InKind Common Stock 1480 71.124
2021-02-14 Larrabee Steven P. SVP and CIO D - F-InKind Common Stock 918 71.124
2021-02-14 Koch Lori EVP & CFO D - F-InKind Common Stock 275 71.124
2021-02-15 Koch Lori EVP & CFO D - F-InKind Common Stock 36 71.124
2020-04-30 Koch Lori EVP & CFO A - L-Small Common Stock 3.1897 47.3
2020-03-31 Koch Lori EVP & CFO A - L-Small Common Stock 16.3982 35.57
2020-03-16 Koch Lori EVP & CFO A - L-Small Common Stock 42.8806 34.04
2020-02-28 Koch Lori EVP & CFO A - L-Small Common Stock 8.9362 42.9
2021-02-14 Kemp Jon D. President, E&I D - F-InKind Common Stock 668 71.124
2021-02-14 Hoover Erik T. SVP & General Counsel D - F-InKind Common Stock 1273 71.124
2021-02-14 BREEN EDWARD D Chief Executive Officer D - F-InKind Common Stock 12160 71.124
2021-01-28 Stone Randy Lee President, T&I A - M-Exempt Common Stock 3181 67.22
2021-01-28 Stone Randy Lee President, T&I A - M-Exempt Common Stock 3181 67.22
2021-01-28 Stone Randy Lee President, T&I D - S-Sale Common Stock 3181 79.9713
2021-01-28 Stone Randy Lee President, T&I D - S-Sale Common Stock 3181 79.9713
2021-01-28 Stone Randy Lee President, T&I D - M-Exempt Stock Options (Right to Buy) NQOs 3181 67.22
2021-01-28 Stone Randy Lee President, T&I D - M-Exempt Stock Options (Right to Buy) NQOs 3181 67.22
2020-12-21 Raia Christopher Interim CHRO D - Common Stock 0 0
2021-12-31 Raia Christopher Interim CHRO D - Employee Stock Options (Right to Buy) 16878 66.06
2021-02-19 Raia Christopher Interim CHRO D - Employee Stock Options (Right to Buy) 4525 53.5
2020-11-30 Lowery Frederick M. director A - A-Award Common Stock 453.1841 63.44
2020-11-30 CURTIN TERRENCE R director A - A-Award Common Stock 453.1841 63.44
2020-11-30 CUTLER ALEXANDER M director A - A-Award Common Stock 729.0353 63.44
2020-11-30 CUTLER ALEXANDER M director A - A-Award Common Stock 729.0353 63.44
2020-11-07 Ford Darrell L SVP and CHRO D - F-InKind Common Stock 6979 60.06
2020-09-15 Ford Darrell L SVP and CHRO D - S-Sale Common Stock 12293 59.56
2020-09-15 Ford Darrell L SVP and CHRO D - S-Sale Common Stock 12293 59.56
2020-08-31 CUTLER ALEXANDER M director A - A-Award Common Stock 829.4476 55.76
2020-08-31 CURTIN TERRENCE R director A - A-Award Common Stock 515.6026 55.76
2020-08-31 Lowery Frederick M. director A - A-Award Common Stock 515.6026 55.76
2020-08-03 BREEN EDWARD D Chief Executive Officer A - A-Award Stock Options (Right to Buy) NQOs 226245 53.5
2020-08-03 BREEN EDWARD D Chief Executive Officer A - A-Award Common Stock 37384 53.5
2020-05-29 Lowery Frederick M. director A - A-Award Common Stock 566.7258 50.73
2020-05-29 CUTLER ALEXANDER M director A - A-Award Common Stock 911.6893 50.73
2020-05-29 CURTIN TERRENCE R director A - A-Award Common Stock 566.7258 50.73
2020-05-27 Sterin Steven director A - A-Award Common Stock 3438 49.46
2020-05-27 MILCHOVICH RAYMOND J director A - A-Award Common Stock 3438 49.46
2020-05-27 Lowery Frederick M. director A - A-Award Common Stock 3438 49.46
2020-05-27 Lowery Frederick M. director A - A-Award Common Stock 3438 49.46
2020-05-27 KISSAM LUTHER C IV director A - A-Award Common Stock 3438 49.46
2020-05-27 GUPTA RAJIV director A - A-Award Common Stock 3438 49.46
2020-05-27 du Pont Eleuthere I director A - A-Award Common Stock 3438 49.46
2020-05-27 CUTLER ALEXANDER M director A - A-Award Common Stock 3438 49.46
2020-05-27 CURTIN TERRENCE R director A - A-Award Common Stock 3438 49.46
2020-05-27 Clyburn Frank director A - A-Award Common Stock 3438 49.46
2020-05-27 CHANDY RUBY R director A - A-Award Common Stock 3438 49.46
2020-05-27 Brady Amy G. director A - A-Award Common Stock 3438 49.46
2020-05-01 Ratnakar Raj SVP & Chief Strategy Officer D - F-InKind Common Stock 2485 45.815
2020-02-28 CURTIN TERRENCE R director A - A-Award Common Stock 670.1632 42.9
2020-02-28 Lowery Frederick M. director A - A-Award Common Stock 670.1632 42.9
2020-02-28 CUTLER ALEXANDER M director A - A-Award Common Stock 1078.0886 42.9
2020-02-19 Koch Lori EVP & CFO A - A-Award Stock Options (Right to Buy) NQOs 56562 53.5
2020-02-19 Koch Lori EVP & CFO A - A-Award Common Stock 9346 53.5
2020-02-19 Hoover Erik T. SVP & General Counsel A - A-Award Stock Options (Right to Buy) NQOs 23756 53.5
2020-02-19 Hoover Erik T. SVP & General Counsel A - A-Award Common Stock 3926 53.5
2020-02-19 Stone Randy Lee President, T&I A - A-Award Stock Options (Right to Buy) NQOs 39593 53.5
2020-02-19 Stone Randy Lee President, T&I A - A-Award Stock Options (Right to Buy) NQOs 39593 53.5
2020-02-19 Stone Randy Lee President, T&I A - A-Award Common Stock 6543 53.5
2020-02-19 Stone Randy Lee President, T&I A - A-Award Common Stock 6543 53.5
2020-02-19 Lee Rose President, S&C A - A-Award Stock Options (Right to Buy) NQOs 39593 53.5
2020-02-19 Lee Rose President, S&C A - A-Award Common Stock 6543 53.5
2020-02-19 Ratnakar Raj SVP & Chief Strategy Officer A - A-Award Common Stock 2617 53.5
2020-02-19 Ratnakar Raj SVP & Chief Strategy Officer A - A-Award Stock Options (Right to Buy) NQOs 15838 53.5
2020-02-19 Larrabee Steven P. SVP & CIO A - A-Award Stock Options (Right to Buy) NQOs 13575 53.5
2020-02-19 Larrabee Steven P. SVP & CIO A - A-Award Common Stock 2243 53.5
2020-02-19 Kemp Jon D. President, E&I A - A-Award Stock Options (Right to Buy) NQOs 39593 53.5
2020-02-19 Kemp Jon D. President, E&I A - A-Award Common Stock 6543 53.5
2020-02-19 Heinzel Matthias President, N&B A - A-Award Common Stock 5234 53.5
2020-02-19 Heinzel Matthias President, N&B A - A-Award Stock Options (Right to Buy) NQOs 31675 53.5
2020-02-19 Goss Michael G. Controller A - A-Award Stock Options (Right to Buy) NQOs 7919 53.5
2020-02-19 Goss Michael G. Controller A - A-Award Common Stock 1309 53.5
2020-02-19 Ford Darrell L SVP & CHRO A - A-Award Common Stock 3739 53.5
2020-02-19 Ford Darrell L SVP & CHRO A - A-Award Stock Options (Right to Buy ) NQOs 22625 53.5
2020-02-17 Koch Lori EVP & CFO D - Common Stock 0 0
2020-02-17 Koch Lori EVP & CFO I - Common Stock 0 0
2016-02-04 Koch Lori EVP & CFO D - Employee Stock Options (Right to Buy) 2402 80.07
2017-02-03 Koch Lori EVP & CFO D - Employee Stock Options (Right to Buy) 3810 66.21
2018-02-02 Koch Lori EVP & CFO D - Employee Stock Options (Right to Buy) 2932 85.81
2019-02-15 Koch Lori EVP & CFO D - Employee Stock Options (Right to Buy) 1240 103.76
2021-12-31 Koch Lori EVP & CFO D - Employee Stock Options (Right to Buy) 25317 66.06
2020-02-14 Doyle Christopher Marc CEO D - F-InKind Common Stock 8508 53.135
2020-02-17 Doyle Christopher Marc CEO D - F-InKind Common Stock 46967 53.135
2020-02-14 Desmond Jeanmarie F. EVP & CFO D - F-InKind Common Stock 2950 53.135
2020-02-17 Desmond Jeanmarie F. EVP & CFO D - F-InKind Common Stock 6965 53.135
2020-02-14 BREEN EDWARD D director D - F-InKind Common Stock 11599 53.135
2020-02-14 Ford Darrell L SVP and CHRO D - F-InKind Common Stock 1633 53.135
2020-02-14 Goss Michael G. Controller D - F-InKind Common Stock 447 53.135
2020-02-15 Goss Michael G. Controller D - F-InKind Common Stock 35 53.135
2020-02-14 Heinzel Matthias President, N&B D - F-InKind Common Stock 2305 53.135
2020-02-14 Hoover Erik T. SVP & General Counsel D - F-InKind Common Stock 1240 53.135
2020-02-14 Kemp Jon D. President, E&I D - F-InKind Common Stock 676 53.135
2020-02-14 Larrabee Steven P. SVP and CIO D - F-InKind Common Stock 916 53.135
2020-02-14 Lee Rose President, S&C D - F-InKind Common Stock 1461 53.135
2020-02-14 Stone Randy Lee President, T&I D - F-InKind Common Stock 1463 53.135
2020-02-02 Hoover Erik T. SVP & General Counsel D - F-InKind Common Stock 152 51.6325
2020-02-02 Goss Michael G. Controller D - F-InKind Common Stock 84 51.6325
2019-12-31 BREEN EDWARD D director D - F-InKind Common Stock 16882 63.115
2019-12-31 Desmond Jeanmarie F. EVP & CFO D - F-InKind Common Stock 1408 63.115
2019-12-31 Doyle Christopher Marc CEO D - F-InKind Common Stock 6846 63.115
2019-12-31 Heinzel Matthias President, N&B D - F-InKind Common Stock 1921 63.115
2019-12-31 Larrabee Steven P. SVP and CTO D - F-InKind Common Stock 2229 63.115
2019-12-31 Lee Rose President, S&C D - F-InKind Common Stock 2397 63.115
2019-12-31 Stone Randy Lee President, T&I D - F-InKind Common Stock 1713 63.115
2019-12-31 Kemp Jon D. President, E&I D - F-InKind Common Stock 1486 63.115
2019-12-17 Heinzel Matthias President, N&B A - A-Award Common Stock 54500 64.22
2019-11-29 Lowery Frederick M. director A - A-Award Common Stock 443.6044 64.81
2019-11-29 CUTLER ALEXANDER M director A - A-Award Common Stock 713.6244 64.81
2019-11-07 Ford Darrell L SVP and CHRO D - F-InKind Common Stock 5543 71.185
2019-10-09 Brady Amy G. director A - A-Award Common Stock 1530 64.81
2019-10-09 Brady Amy G. director D - Common Stock 0 0
2019-08-31 BREEN EDWARD D Executive Chair A - A-Award Common Stock 80552 0
2019-08-31 BREEN EDWARD D Executive Chair D - F-InKind Common Stock 34171 68.345
2019-08-31 Doyle Christopher Marc Chief Executive Officer A - A-Award Common Stock 24166 0
2019-08-31 Doyle Christopher Marc Chief Executive Officer D - F-InKind Common Stock 11105 68.345
2019-08-31 Lowery Frederick M. director A - A-Award Common Stock 423.2298 67.93
2019-08-31 CUTLER ALEXANDER M director A - A-Award Common Stock 680.8479 67.93
2019-08-05 Kemp Jon D. President, E&I A - A-Award Stock Options (Right to Buy) NQOs 50633 66.06
2019-08-05 Kemp Jon D. President, E&I A - A-Award Stock Options (Right to Buy) NQOs 50633 66.06
2019-08-05 Desmond Jeanmarie F. EVP & CFO A - A-Award Stock Options (Right to Buy) NQOs 67511 66.06
2019-08-05 Ford Darrell L SVP & CHRO A - A-Award Stock Options (Right to Buy ) NQOs 50633 66.06
2019-08-05 Goss Michael G. Controller A - A-Award Stock Options (Right to Buy) NQOs 25317 66.06
2019-08-05 Heinzel Matthias President, N&B A - A-Award Stock Options (Right to Buy) NQOs 50633 66.06
2019-08-05 Hoover Erik T. SVP & General Counsel A - A-Award Stock Options (Right to Buy) NQOs 50633 66.06
2019-08-05 Larrabee Steven P. SVP & CTO A - A-Award Stock Options (Right to Buy) NQOs 50633 66.06
2019-08-05 Lee Rose President, S&C A - A-Award Stock Options (Right to Buy) NQOs 50633 66.06
2019-08-05 Ratnakar Raj SVP & Chief Strategy Officer A - A-Award Stock Options (Right to Buy) NQOs 50633 66.06
2019-08-05 Stone Randy Lee President, T&I A - A-Award Stock Options (Right to Buy) NQOs 50633 66.06
2019-08-01 Kemp Jon D. President, E&I D - Common Stock 0 0
2018-02-02 Kemp Jon D. President, E&I D - Employee Stock Options (Right to Buy) 9597 85.81
2016-02-04 Kemp Jon D. President, E&I D - Employee Stock Options (Right to Buy) 1587 80.07
2017-02-03 Kemp Jon D. President, E&I D - Employee Stock Options (Right to Buy) 7066 66.21
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2018-07-01 DAVIS RICHARD K director D - Common Stock 0 0
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2019-05-21 ANDREOTTI LAMBERTO director A - P-Purchase Common Stock 270 31.99
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2017-09-18 ANDREOTTI LAMBERTO director A - P-Purchase Common Stock 85 70.1882
2019-06-01 Stone Randy Lee President, T&I D - Common Stock 0 0
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2019-06-01 Ratnakar Raj SVP & Chief Strategy Officer D - Common Stock 0 0
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2019-06-01 Lee Rose President, S&C D - Common Stock 0 0
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2018-02-02 Lee Rose President, S&C D - Employee Stock Options (Right to Buy) 14930 85.81
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2019-06-01 Heinzel Matthias President, N&B D - Common Stock 0 0
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2017-02-03 Heinzel Matthias President, N&B D - Employee Stock Options (Right to Buy) 6183 66.21
2018-02-02 Heinzel Matthias President, N&B D - Employee Stock Options (Right to Buy) 10665 85.81
2019-02-15 Heinzel Matthias President, N&B D - Employee Stock Options (Right to Buy) 17249 103.76
2019-06-01 Goss Michael G. Controller D - Common Stock 0 0
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2017-02-03 Goss Michael G. Controller D - Employee Stock Options (Right to Buy) 2318 66.21
2018-02-02 Goss Michael G. Controller D - Employee Stock Options (Right to Buy) 2932 85.81
2019-02-15 Goss Michael G. Controller D - Employee Stock Options (Right to Buy) 1240 103.76
2019-06-01 Ford Darrell L SVP & CHRO D - Common Stock 0 0
2019-06-01 Fahey James T. President, E&I D - Common Stock 0 0
2019-06-01 Fahey James T. President, E&I I - Common Stock 0 0
2011-02-12 Fahey James T. President, E&I D - Employee Stock Options (Right to Buy) 5678 40.13
2012-02-11 Fahey James T. President, E&I D - Employee Stock Options (Right to Buy) 5401 55.43
2013-02-10 Fahey James T. President, E&I D - Employee Stock Options (Right to Buy) 5560 49.11
2014-02-15 Fahey James T. President, E&I D - Employee Stock Options (Right to Buy) 13393 46.46
2015-02-14 Fahey James T. President, E&I D - Employee Stock Options (Right to Buy) 6419 67.46
2016-02-13 Fahey James T. President, E&I D - Employee Stock Options (Right to Buy) 6980 71.4
2017-02-12 Fahey James T. President, E&I D - Employee Stock Options (Right to Buy) 10817 66.45
2018-02-10 Fahey James T. President, E&I D - Employee Stock Options (Right to Buy) 8615 88.38
2019-02-15 Fahey James T. President, E&I D - Employee Stock Options (Right to Buy) 6146 103.76
2014-02-15 Fahey James T. President, E&I I - Employee Stock Options (Right to Buy) 996 46.46
2019-06-03 Sterin Steven director A - A-Award Common Stock 2240 76.1
2019-06-03 MILCHOVICH RAYMOND J director A - A-Award Common Stock 2240 76.1
2019-06-03 Lowery Frederick M. director A - A-Award Common Stock 2240 76.1
2019-06-03 KISSAM LUTHER C IV director A - A-Award Common Stock 2240 76.1
2019-06-03 GUPTA RAJIV director A - A-Award Common Stock 2240 76.1
2019-06-03 du Pont Eleuthere I director A - A-Award Common Stock 2240 76.1
2019-06-03 CUTLER ALEXANDER M director A - A-Award Common Stock 2240 76.1
2019-06-03 CURTIN TERRENCE R director A - A-Award Common Stock 2240 76.1
Transcripts
Operator:
Thank you for standing by. My name is Pam [ph] and I will be your operator today. At this time, I would like to welcome everyone to the DuPont Second Quarter 2024 Earnings Call. [Operator Instructions] I would now like to turn the conference over to Chris Mecray. You may begin.
Chris Mecray:
Good morning and thank you for joining us for DuPont's second quarter 2024 financial results conference call. Joining me today are Ed Breen, Executive Chairman; Lori Koch, Chief Executive Officer; and Antonella Franzen, Chief Financial Officer. We've prepared slides to supplement our remarks which are posted on DuPont's website under the Investor Relations tab and through the webcast link. Please read the forward-looking statement disclaimer contained in the slides. During this call, we'll make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainties, our actual performance or results may differ materially from our forward-looking statements. Our Form 10-K, as updated by our current periodic reports, includes detailed discussion of principal risks and uncertainties which may cause such differences. Unless otherwise specified, all historical financial measures presented today are on a continuing operations basis and exclude significant items. We will also refer to other non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure is included in our press release and presentation materials that have been posted on DuPont's Investor Relations website. I'll now turn the call over to Lori.
Lori Koch:
Good morning and thank you for joining. I'm excited to be here today for my first quarterly call as CEO and to be joined by Antonella, our newly appointed CFO. We both look forward to partnering with Ed and our global teams to continue to drive value creation for all stakeholders. We remain focused on driving results and demonstrating the performance potential of our combined portfolio while furthering the plans to unlock value through our previously announced separation. This morning, we reported second quarter financial results ahead of our previous guidance, reflecting continued positive momentum led by broad-based electronics recovery as well as sequential improvement from all W&P lines of business. We were very pleased with this outcome and by the continued focus and strong execution of our global team. On a consolidated basis for the quarter, we saw improvement across all key financial metrics. Net sales and operating EBITDA were both up year-over-year and sequentially, including a 17% pickup in operating EBITDA versus the first quarter. We saw strength in the semi business driven by growth in advanced technology applications, including AI. We also realized continued recovery and new wins within consumer electronics market to drive both year-over-year and sequential growth for interconnect solutions. We did see some favorable timing benefits within each of these businesses during second quarter relative to our expectations. In the W&P segment, we were pleased to see a better-than-anticipated sequential step-up in our water business in China as well as improvement in Tyvek medical packaging within Safety Solutions which was in line with our expectations. Our year-over-year growth in operating EBITDA reflects solid margin expansion with operating EBITDA margin improvement of 130 basis points, driven by favorable business mix, stronger production rates in our electronics businesses and realization of restructuring-related cost savings, partially offset by higher variable compensation expense. Second quarter adjusted earnings per share increased 14% year-over-year. Strong cash generation and related conversion of over 100% was another bright spot for the quarter, highlighting disciplined working capital management and made a sequential sales ramp. For the full year 2024, we are raising our guidance for net sales, operating EBITDA and adjusted EPS which Antonella will detail shortly. I also wanted to highlight that earlier this week; we closed our acquisition of Donatelle, a manufacturer of sophisticated medical devices. We are delighted to welcome the Donatelle team to DuPont and are excited about this transaction which will deepen and complement our expertise in medical device market alongside Spectrum which we acquired last year. Donatelle will be managed within our E&I Industrial Solutions line of business alongside the Spectrum team. Together, these offerings are expected to enhance our position as a partner of choice for customers in the high-growth medical device field. I'll now turn the call over to Ed, who will provide a progress update on our planned separation.
Edward Breen:
Thanks and good morning, everyone. As seen in our second quarter results, we are well into the recovery phase from last year's inventory corrections in most key end markets and electronics may be setting up for a prolonged positive cycle. Turning to the separations; we've received very encouraging feedback since our May announcement of our intent to separate the electronics and water businesses and the formation of 3 independent companies. We believe our investors broadly appreciate the value creation opportunity of having 3 industry-leading global companies with compelling growth opportunities and distinct investment propositions. As we shift gears to ramp up our separation activities, we have also worked to ensure our teams internally are highly motivated to remain focused on serving customers and driving business performance. That remains the top priority and I'm confident our operating teams will continue to execute. As you can see on Slide 4, we have already begun working on the rigorous project management processes necessary to ensure the separation work is executed smoothly. Our teams have plenty of experience to rely on to ensure we stay within the 18- to 24-month time line from our May announcement with all 3 companies well positioned for day 1. One key short-term milestone that has already been completed is the establishment of key work stream leaders as part of our integrated project management team under Lori and Antonella's leadership, along with myself. Key separation work streams underway include legal entity standup, IT separation and stand, our financials and talent selection. A current priority, along with our Board, is to complete executive leadership appointments for electronics and water along with corporate governance aspects including board appointments. We currently anticipate announcements in early 2025. We are also making progress towards the future capital structures of the 3 intended companies. Specifically, during June, we redeemed $650 million of our 2038 bonds and entered into new interest rate swaps that hedged the rate risk on our longer-dated maturities. To the extent that it becomes necessary to repay these bonds, the new swaps hedge the risk of higher debt repayment costs that would occur in a lower interest rate environment. So while it is still early in the process, you can see that the separation work is progressing along and we look forward to updating you as we move forward. Before I turn it over to Antonella, I'd like to mention 1 of the updates detailed in our 10-Q which will be filed later today, specifically around the South Carolina MDL. Now that the water district settlement has become final, the court has indicated a focus on the personal injury cases. Earlier this year, the court ordered cases not involving 1 of the 8 medical patients to be dismissed by August 22 unless certain evidence is presented. About half of the 6,000 cases depending on June 30 are expected to be dismissed on that basis. They can be refiled over the next 4 years if those evidence requirements are later met. We do not, however, expect any trials in 2024 in the South Carolina MDL. With that, let me turn it over to Antonella, who will provide additional details on our financial results and outlook.
Antonella Franzen:
Thanks, Ed and good morning, everyone. I'm excited to be here today and honored to serve as CFO of DuPont. Turning to Slide 5; I will cover our second quarter financial highlights in further detail. Our second quarter results were clearly encouraging. Volume recovery is a key driver of our improved Q2 financial performance. Additionally, our ongoing commitment to drive productivity and operational excellence as well as continued savings from restructuring actions announced last November are also contributing to top line growth, margin expansion and cash flow improvement. Net sales of $3.2 billion increased 2% versus the year ago period, as a favorable portfolio benefit of 4%, reflecting the Spectrum acquisition was partially offset by a 2% currency headwind. Organic sales were flat as a 2% increase in volume was offset by a 2% decrease in price. Higher volume was driven by broad-based growth in electronics markets within semi and interconnect solutions with year-over-year reported volumes up more than 20% and mid-teens, respectively. These gains were partially offset by year-over-year declines in China within Water Solutions as well as Tyvek Medical packaging. However, we did see sequential improvement in these areas, as Lori mentioned. On a segment view, E&I organic sales inflected to grow 8% while W&P organic sales decline moderated to 6%. Organic sales in corporate decreased 5% versus the year ago period. From a regional perspective, Asia Pacific delivered 3% organic sales growth versus the year ago period with growth driven by China, where organic sales were up 8%, led by strong growth in E&I. In other regions, the North America was down 2% and Europe was down 7%. Second quarter operating EBITDA of $798 million increased 8% versus the year ago period as volume gains, lower product costs, Savings from restructuring actions and the earnings contribution from Spectrum were partially offset by higher variable compensation. Operating EBITDA margin during the quarter was 25.2%, up 130 basis points versus the year ago period and up 190 basis points sequentially from first quarter. Additionally, I am very pleased with our cash flow performance as we reported another quarter of strong cash generation and conversion. On a continuing operations basis, cash from operations of $527 million, less capital expenditures of $102 million, resulted in adjusted free cash flow of $425 million. Adjusted free cash flow conversion during the quarter was 104%. Turning to Slide 6; adjusted EPS for the quarter of $0.97 per share increased 14% from $0.85 in the year-ago period. Higher segment earnings of $0.10 and the benefit of a lower share count of $0.09 were partially offset by lower interest income of $0.05, resulting from a reduction in cash on hand versus the prior year. Other below-the-line items totaled a net $0.02 headwind as a higher tax rate and depreciation were partially offset by lower exchange losses versus the year ago period. Our base tax rate for the quarter was 26.4%, up from 23.7% in the year ago period, driven by certain discrete tax expenses as well as geographic mix and earnings. Our full year 2024 base tax rate is now estimated to be at the high end of our prior range or approximately 24%. Turning to segment results, beginning with E&I on Slide 7. E&I second quarter net sales of $1.5 billion increased 15% versus the year ago period, as the Spectrum sales contribution of 9% and organic sales growth of 8% were partially offset by a currency headwind of 2%. Organic sales growth of 8% reflects a 10% increase in volume, partially offset by a 2% decrease in price. At the line of business level, organic sales for semi were up more than 20%, driven by continued semi demand recovery, including AI-driven technology ramps as well as higher volumes for OLED materials led by new product launches. A resurgence of demand for leading-edge materials requiring higher content and accelerated buying in support of new fab capacity, primarily in China, also contributed to the volume increase in the second quarter. Overall, semi fab utilization improved from the first quarter, with average utilization in the mid-70s. Within Interconnect Solutions, organic sales were up low teens, driven by mid-teens volume gains, reflecting continued broad-based consumer electronics recovery, incremental share gains and a demand benefit from AI-driven technology ramps. We also saw earlier-than-expected timing of orders within certain consumer electronics markets that helped volumes in the second quarter. As expected, organic sales for Industrial Solutions were down low double digits, due primarily to ongoing destocking for Kalrez and biopharma markets. On a sequential basis, sales for Industrial Solutions increased 9% during the second quarter, including an improvement in Kalrez and biopharma. Operating EBITDA for E&I of $419 million was up 20% versus the year ago period, driven by volume growth and the impact of increased production rates in both semi and interconnect solutions, savings from restructuring actions and the earnings contribution from Spectrum. These gains were partially offset by lower volume in Industrial Solutions and higher variable compensation. Operating EBITDA margin of 27.8% increased 120 basis points versus the year ago period. Turning to Slide 8; W&P second quarter net sales of $1.4 billion, declined 7% versus the year ago period due to a 6% organic sales decline, of which 4% related to volume and 2% related to price, as well as a 1% currency headwind. Within Safety Solutions, organic sales were down high single digits versus the year ago period on lower volumes, driven mainly by channel inventory destocking for Tyvek Medical Packaging. However, we did see a sequential increase of more than 20% in this end market, confirming a recovery is in process. Within Water Solutions, organic sales were down high single digits versus the year ago period, driven primarily by lower volumes resulting from distributor inventory destocking. Market conditions in Water Solutions also improved during the second quarter with net sales up 12% sequentially which was ahead of our expectations and driven primarily by an initial recovery in China. Shelter Solutions sales increased low single digits on an organic basis due to demand improvement in construction markets compared to the prior year period. Operating EBITDA for W&P during the quarter of $344 million was down 7% due to lower volumes and higher variable compensation, partially offset by the impact of lower product costs and savings from restructuring actions. W&P saw a nice step-up sequentially from the first quarter in both the top and bottom line with nearly 50% incremental margin. Moving to our outlook on Slide 9; for the third quarter, we expect net sales, operating EBITDA and adjusted EPS to increase sequentially to approximately $3.2 billion, $815 million and $1.03 per share, respectively. For the full year 2024, we are raising our guidance for net sales, operating EBITDA and adjusted EPS. At the midpoint of the revised ranges provided, we now expect full year net sales of about $12.45 billion, operating EBITDA of about $3.085 billion and adjusted EPS of $3.75 per share. Our full year net sales guide reflects about $50 million of incremental foreign currency headwinds in the second half of the year versus prior guidance assumptions which are expected to be partly offset by a sales contribution from the Donatelle acquisition which closed earlier this week. With that, we are pleased to take your questions and let me turn it back to the operator to open the Q&A.
Operator:
[Operator Instructions] And your first question comes from the line of Jeff Sprague of Vertical Research Partners.
Jeff Sprague:
Congrats. Whoever would like to take it. I'd just love to drill a little bit more into electronics. A couple of things you said were quite interesting. First, maybe, is there any kind of inventory rebuild that's going on in that market? Or is this growth you think clearly indicative of what end demand is. And I wonder if you could just elaborate a little bit for us what in the context of DuPont AI-driven demand really means how significant it might be content per chip or anything that you could give to provide some perspective on that question.
Lori Koch:
Yes. Jeff, maybe to your first question. So yes, the majority of the growth that we saw within the semi and ICS business was just market recovery but there was probably about $30 million of pre-buy, especially within Asia Pacific, as some of the new fabs come online. So that drove the Q2 performance up a little bit and then it will mute a little bit the ramp into Q3 and the back half of the year. But overall, still really nice recovery in the electronic space. As we have noted, a lot of it is coming from the AI acceleration that's felt in both the semi and the ICS business. In total, AI is about $250 million of sales for us today; so a lot of improvement to be able to drive growth there. Like I had mentioned, it's felt across the board in semi as well as ICS on the packaging and the thermal management side.
Jeff Sprague:
And also on the consumer side of electronics, I think there was a comment about orders being stronger. Is there just some timing issues there. There's certainly some hope that there's a stronger iPhone cycle here into the holidays? Is that what you're starting to see? Any other color there would be helpful.
Lori Koch:
Yes. So the $30 million of pre-buy was probably about $20 million in semi and about $10 million of Interconnect. So on the Interconnect side, it would be a little bit of a timing shift for some of the premium smartphone deliveries.
Operator:
The next question comes from the line of Scott Davis of Melius Research.
Scott Davis:
Lori and Antonella, it's good to have you guys leading the call here. I wanted just to dig in a little bit on price. I was expecting price to be down in E&I but maybe not necessarily in W&P. Is it mostly kind of a pass-through in like tieback? What are the -- I'm trying to picture why price would come down in Water, I guess but perhaps it's just kind of the comps and how you had to raise price into that big inflation pickup at the beginning last year? Maybe just some color there would be helpful.
Antonella Franzen:
Sure, Scott. It's Antonella. So just a couple of quick things that I would mention. I think it's important to keep in mind, particularly in W&P, we had some really strong pricing over the last couple of years. And I would say, particularly, there's a few businesses where our pricing over the last 2 years was about in the mid-teens that more than compensated for any of the cost increases that we saw. So it's not unlikely that we would see a couple of points that we would kind of give back really more just so to maintain share. So to your point, it's really the timing of the price increases that we had.
Scott Davis:
Okay. That's what I thought. And just going back to Jeff's question and this is just -- I'm not an expert in electronic chemicals at all. But is it the same product mix going into AI applications? I assume it's higher volumes per purchase, et cetera but is it the same product? Or are there variations of that?
Lori Koch:
Yes. It's the same product. It's just more content into the space because of the advanced nodes. And so the advanced nodes have more stacks and/or thermal management requirements that require more of our material. So 1 rule of thumb that we point out is in the semi space. MSI is a typical indicator of market growth and we would be 200 to 300 basis points above market growth because of the advanced node exposure that we have. So they need more material to be able to produce the higher-end chips.
Scott Davis:
Okay, that makes sense. That's what I thought. So thank you. Best of luck.
Operator:
Your next question comes from the line of Steve Tusa of JPMorgan.
Steve Tusa:
Congrats everyone in the room there. Just on the guidance, what is kind of normal seasonality now for EBITDA? It looks like it should be up mid-single digits quarter-to-quarter, at least that's kind of what it did last year but you're more in recovery mode, it feels like. So unclear to me why it would only be up a couple of percent like you haven't guided.
Lori Koch:
Yes. I think to your point, we haven't -- yes, so I think you have to go back a couple of years to kind of see the more normal seasonality pattern that would exist. And so if you go back, it's probably more about $50 million to $100 million lift from Q2 to Q3 and then normally about a $100 million decline from Q3 to Q4. So this year's recovery is muting that. And also the pre-buy in Q2 is muting that a bit from Q2 to Q3, so rising about $30 million. But our decline Q3 to Q4 is muted down to about $50 million in the guide, because that's the continued recovery that we see across the board. So seasonality is a bit challenging, to your point, whenever you're having market inflections but that's what's into our number. Like if you take away the pre-buy, then you would see more the normal seasonality.
Steve Tusa:
Okay, that makes sense. And then, Ed, you mentioned the change in the PFAS item there. Where do we stand on like State AG as well as just remind us what the other major moving items around PFAS actually are and how significant this South Carolina News is in the context of what's remaining here.
Edward Breen:
Yes. Steve, there's really 2 buckets left. Obviously, we sell the big 1 on the water district cases. The 2 buckets left in the state AG cases and the personal injury cases. And I think the comment we made this morning on the PI basis, I think, is fairly significant because it reduces the cases from about 6,000 down to about 3,000. And remember, this is not like some of the other settlements we did where we had a location and we settled because we used PFAS. In this case, this is because of firefighting phone again. So only 3,000 cases and this goes back to what the plaintiffs also said in our settlement that we are probably responsible for 3% to 7% as a consortium group and we're only 1/3 of the 3% to 7%. So I think you can wrap your head around a number that's pretty reasonable here.
Steve Tusa:
And I guess for PFAS more broadly though, does that -- I mean for the other guys that are involved, the ones with the larger exposures, I mean, is there any -- I would assume that it's kind of a similar impact to those guys as well. Now -- is there any reason why judging how injured somebody actually is, is different from company to company when it just comes to the basic injury [ph], if you will?
Edward Breen:
No. I think the difference is just to distinguish that we didn't make firefight [ph]. So, if you made it, you're in a different little bit of a category but we did not make it. So -- which is I think why our percent is just 3% to 7% and we're 1/3 of that.
Steve Tusa:
And then any update on [indiscernible]?
Edward Breen:
Pretty nice news.
Steve Tusa:
Any update?
Edward Breen:
I don't expect Steve any settlement this year but we are working hard to settle as much to the rest of the PFAS as we can by the time of the spin to get them out clean. So we're working hard at it.
Steve Tusa:
Yes. You're always working hard. So we appreciate that. Thanks a lot.
Operator:
Your next question comes from the line of Josh Spector of UBS. Please go ahead.
Josh Spector:
I wanted to ask on W&P. Just within the guidance in the context the year-on-year comps get easier, so you're clearly expecting some growth there in the second half. But it kind of seems like you're guiding things somewhat flattish from a sales and EBITDA perspective. So I'd be curious, are you seeing continued improvement from destocking? Are you not? And what are your assumptions around that?
Antonella Franzen:
Yes. So this is Antonella. Just a couple of comments there. So as we mentioned, we did see a nice lift off of Q1 in both medical packaging in Tyvek as well as in our Water business, where we saw the biggest impact of destocking. A we move forward, we do continue to expect that we will see a little bit more lift in medical package as we go through the year. For water, as we mentioned, we actually saw a bigger lift headed into Q2 than we were originally expecting. So that will be pretty consistent. As we head into the third quarter, we'll see a little bit more of a lift in the fourth quarter as well. So overall, revenue is relatively flattish as we go into the second half of the year for W&P. And I would just keep in mind, there's probably a little bit of muted seasonality that we built in, in the shelter business, just given the soft resi market and just we're keeping a close eye on the macros out there. And so that's a little bit of a cautious view, I would say that we have built into our guidance currently.
Josh Spector:
And I guess what about margins? Kind of the same line of thought there. I mean that was a bright spot in the quarter here, getting back to kind of a year ago margins and volumes still down. Is there something incremental negative on the margin sequentially? It seems like you're assuming that's a little bit lower versus what you did in 2Q.
Antonella Franzen:
No. Actually the margins in W&P are expected to be flattish to up a little bit actually as we head into the third quarter and expect it to continue to improve as we head into the fourth quarter as well.
Operator:
Your next question comes from the line of John McNulty of BMO Capital Markets.
John McNulty:
This 1 regarding the split. So you've had the big announcement this past quarter. I guess can you speak to interest that you may be seeing in some of those assets, sometimes there's not a lot of interest until announcements get made and then all of a sudden, people start lining up. So maybe you can help us to think about that, especially around maybe the water business? And if not, I guess I'd also ask, it does look like the M&A markets are heating up in a couple of areas, especially in water. Would you consider bolting on businesses ahead of the split to any of the other assets? Or is that just too much to deal with for the organization at this point? How should we be thinking about that?
Edward Breen:
Yes. Yes. So your last point, no, we wouldn't do anything where we bolt something on the asset. I don't want to get out in front of ourselves on any speculation of what's going on. But as I said on the last earnings call, John, if there is interest in the water business, we obviously will look at it and study it hard if there's a better path to creating value for our shareholders, we would clearly do that. And I'll just leave it at that for now.
John McNulty:
Okay. Fair enough. And then I guess just a question on the PFAS issue. So look, you guys have been doing a pretty good job of cleaning up the liability so far. Earlier this quarter, we had the Chevron decision kind of get overruled by the Supreme Court. I guess I'm wondering, what does that do in terms of how you think about the liability and the ability to put that to rest. Does it change kind of the strategy or how you're thinking about that, what that liability might mean going forward?
Edward Breen:
Yes. So it kind of goes back to the whole superfund circle issue. And to make it very clear, manufacturers of products are not responsible under circle. There's kind of 4 key categories, if you don't mind me telling you these for a minute just to clarify this issue. The responsible parties are current owners and operators of facilities where substances are located, [indiscernible] owners of facilities where hazardous substances were disposed, aggregators and generators, persons who arrange for disposal has a substance at a site and transporters who transported it to those sites. So by the way, there's a Supreme Court case on this, just to clarify it more. An entity will not be held liable as an arranger merely for selling a new and useful product if the purchaser of that product later and unbent to the seller dispose of the product in a way that led to contaminate it. So I think it's pretty darn clear, as we've said all along that we don't have responsibility under this
John McNulty:
Great. Thanks very much for the clarity.
Operator:
Your next question comes from John Roberts of Mizuho.
John Roberts:
On the spin-off, will we have to wait until the SEC filings for the income statements and debt allocations to the spin co -- or do you think DuPont will begin reporting more like a holding company and give us electronics and water, at least summary income statement, summary balance sheets before the SEC filings.
Lori Koch:
Yes. We intend to report in the new structure prior to the Form 10 detailed filings would go out. So we're targeting sometime early next year to have leadership appointments and then ultimately report on the new segments would be the future spin.
John Roberts:
Okay. And then will new DuPont pen report medical or health as a separate segment? Or is it going to continue to be split across industrial and safety? I think it's going to be over 25% of new DuPont but it's a little hard to see in the current reporting.
Lori Koch:
Yes. So we will most likely have three reportable segments for Remainco, one of which is health care which would be the combination of Tyvek, Spectrum, the Liveo Biopharma business and now Donatelle given that acquisition closed. And the other two reportable segments would be a next-gen mobility which would help all of our EV automotive exposure. And then the remaining would be generally the safety business and the shelter business and the rest of the printing businesses and industrial businesses, industrial solutions that aren't semi related.
Operator:
Your next question comes from the line of Chris Parkinson of Wolfe Research.
Chris Parkinson:
Just two quick questions on E&I. The first is, do you mind just kind -- as we enter into the second half, can you just offer a little bit more color on Semi tech just given some of your commentary around the broader strokes. But if we dig in to pad slurries, you mentioned older materials in your PR as well as the PowerPoint. Can you just help us conceptualize how we are trending into '25, '26 and perhaps into a larger upcycle?
Lori Koch:
Yes. So we expect nice high single-digit growth in the current construct of E&I as we head into 2025, a lot of that coming from the growth acceleration from AI as well as overall continued pickup within the consumer electronics space. So we think we'll be from a utilization perspective on the semi front more in the high 70s as we exit 2024 overall. It's more like in the low 80s in the advanced nodes in DRAM and then lower than that in the legacy nodes and some of the more legacy memory applications.
Chris Parkinson:
Got it. And Lori, I have to bring it back a couple of years, because the follow-up is on ICS and specifically, Laird. When you originally did that transaction, you kind of mentioned AI as an optionality. And obviously, you're kind of -- at the time talking about the shielding the thermal management portfolio there. Can you just kind of help us think about the ICS business as it stands today versus kind of the legacy way of thinking around handsets. It seems like there's perhaps a lot more going on under the hood there in terms of how we should be thinking about sustainable growth rates?
Lori Koch:
Yes. So ICS, I kind of think about it in 2 big buckets as far as market opportunity is concerned. One is like a powerhouse with respect to interconnect solutions and 1 is a powerhouse with respect to thermal management and you see opportunity on the 3 lines of business underneath across both of those segments. And so the Laird acquisition has continued to play out nicely for us to drive opportunity across the ICS portfolio. It's been really timely with the AI boost and the ADAS boost that's coming to have that thermal management business within our portfolio.
Operator:
Your next question comes from the line of David Begleiter of Deutsche Bank. Please go ahead. All right. Our next question comes from the line of Mike Leithead of Barclays.
Mike Leithead:
One on E&I, just strong results mostly across the board with the exception of maybe industrial and you called out the 1 headwind around kind of ongoing Kalrez destocking. I just wanted to dig into that. So your volumes in your sense really consistent with end market trends for the product? Or is there any competitive dynamics impacting Kalrez specifically there?
Lori Koch:
No. No, there's no competitive dynamics. It's really just the destock from the 2023 high volumes that went on. So there's nothing competitively. We did see sequential improvement in Kalrez as we had expected. We actually do forecast of return to volume growth in Industrial Solutions in total in the back half. So it was really just getting through the destock in Kalrez and also in the biopharma which are both in Industrial Solutions.
Mike Leithead:
Okay, great. And then just as a quick follow-up, maybe a question for Antonella on the cash flow statement this quarter. It looks like cash flow from operations for discontinued operations was a $400 million use of cash in the quarter. Can you just help us understand that?
Antonella Franzen:
Yes. So keep in mind, as Ed mentioned earlier, we did have the settlements. So really, that's predominantly all the cash out of about $408 million related to the MOU settlement.
Operator:
Your next question comes from the line of Frank Mitsch of Fermium Research.
Frank Mitsch:
Nice result. If I could stay on the cash flow side of things, Laurie, when you were wearing your prior hat, as CFO. There was an expectation that the second quarter cash flow conversion might be lower than the first quarter in part with interest payments. And obviously, it came in materially above or nicely above, I should say. So can you speak to the factors behind that as well as what the outlook is in terms of cash flow generation?
Lori Koch:
Yes, so good memory. I had signaled that usually, Q2 is a little muted because of the interest payment which we did pay. It was really a reflection of better working capital performance for the most part. So we had sequential revenue but we're really able to keep the working capital headwind. So we've done a really nice job primarily on the inventory front around driving productivity across our businesses to get better at cash. So we're still in that 90% target range for the year, we're at about 96% quarter-to-date. So we're in good shape to be able to deliver against the targets that we have out there.
Frank Mitsch:
All right. Terrific. And then maybe just a second or two in terms of the corporate line. Sales were relatively flat sequentially, yet EBITDA picked up materially. Can you talk about the factors there and what your outlook is?
Lori Koch:
Yes, really, that was driven by a bit of our corporate expenses. So there's always a little bit of timing from quarter-to-quarter. So I would say when you take a look at kind of corporate expenses, we're probably a little heavy in Q1, a little light in Q2 and on average, kind of expected where we would typically be. As you kind of look into the second half of the year, as you look at corporate as a segment, we did point out in the materials that we do expect overall less income coming from corporate in the second half of the year than we had in the first half of the year.
Operator:
Your next question comes from the line of David Begleiter of Deutsche Bank.
Unidentified Analyst:
This is David Hwang [ph] here for Dave. I guess, first, on Industrial Solutions, when do you expect volumes to recover and turn positive here?
Lori Koch:
Yes. We expect volumes to be up low single digits in the third quarter year-over-year for Industrial Solutions and then more in the low double-digit range for the fourth quarter. So we saw a nice inflection sequentially and then we'll see a return to year-over-year volume growth in the second half.
Unidentified Analyst:
And I guess just on the potential water sale. I guess there is some interested parties there. And it sounds like PFAS continue to progress positively. As when you talk to potential interested parties, what's the initial thoughts from them taking over some of the PFAS liabilities? And I guess is there a threshold there willing to accept? Or is it, in general, still a big hurdle for them? And you think if that scenario were to play out, it will not involve any PFAS liability allocation at all?
Lori Koch:
Yes. So we haven't had any conversations on selling the water business. So our intent is still to spend. Each of the 3 spins will pick up their pro rata share of the of the PFAS liability per the trailing 12-month EBITDA underneath the sharing agreement with Corteva.
Operator:
Your next question comes from the line of Laurence Alexander of Jefferies.
Laurence Alexander:
Can you give a little bit more detail on the sequential momentum in Water & Safety Solutions sort of into Q3 and how much visibility here is the visibility improving in those 2 businesses or lead times improving?
Lori Koch:
For the water business, as we mentioned from Q2 to Q3, we do expect it to be relatively flat as we get into the fourth quarter we do expect a sequential increase in terms of the top line. And some of that is just driven by some project-related activity that we have there. In terms of safety, we did talk about that's where our medical packaging business is within Tyvek, we do expect to see some sequential improvement there as well. I think there, the growth will be a little less muted as we go through the course of the year because there's just a couple of little other puts and takes within that business.
Operator:
Your next question comes from the line of Mike Sison of Wells Fargo.
Mike Sison:
Nice quarter outlook. Ed, just 1 question. How do you expect the agencies to assign sort of industry codes for each of the entities of the spin maybe that would help investors assign the right multiple or comps longer term? And I assume you don't expect the entities to get assigned materials or chemicals. But any color on how you think you can help them sort of make that right decision.
Edward Breen:
I'll just say it this way. We are going to work at for. The electronics is very clear where that should be and we will work that issue. I mean there are pure-play comps in those industries that there's only a couple of key competitors against some that have their marking in the water business is the same way; so that will be worked.
Lori Koch:
Yes. And we'll work to get the Remainco SIC code changed as well. So we've been trying for since we spun out of to get a change more to the multi-industrial diversified SIC code. And so I think we continue to make our case that we should not have the chemicals SIC code anymore. And so we'll work with that one as well.
Operator:
Your next question comes from the line of Arun Viswanathan of RBC Capital Markets.
Arun Viswanathan:
I guess just kind of curious on the guidance. So you're raising it by looks like around $110 million or so on the EBITDA line for the full year. The Q2 beat was around $80-something million, so $88 million. So that remaining kind of $22 million, it seems like there could be a little bit of seasonal drop off and maybe some moderation in growth. I know you mentioned the pre-buy $30 million but anything else you'd call out there as to why you're not raising guidance maybe by a little bit more?
Antonella Franzen:
Actually, I would say, our ways in our guidance, when we kind of take a look at it is not only adding in the Q2 beat but actually a bit more than that as well. So kind of the way to look at it is if you look where our previous guidance was and to your point, kind of at the beat that we had in the second quarter of around $150 million on the top and $90 million on the bottom, I think you need to keep in mind that incremental headwind from when we previously gave guidance to the tune of $75 million. And clearly, there's an EBITDA impact associated with that as well. That is only partially offset by the Donatelle acquisition that's going in. So on a true underlying basis, if you put FX and acquisitions aside, in addition to the Q2 beat, we are raising the top line close to $100 million in the bottom line, around $30 million or so.
Arun Viswanathan:
Okay, perfect. And then, I guess just as a quick follow-up. As you look into '25, where are you kind of in that recovery maybe on E&I would you say like where do you expect fab rates to kind of utilization rates to end the year? And do you see those kind of continuing to move up as you move into '25?
Lori Koch:
Yes. I think we'll end the year overall in utilization in the high 70s that will be different between advanced nodes and more legacy nodes. So the advanced node should be in the low 8s and the more mature notes with would not quite be at the average. So it sets up well for 2025 to get back to the more normal utilization patterns that exist in the semi space. As I had noted earlier, we overall probably see high single-digit growth in E&I in total in 2025 with a lot of growth coming from continued acceleration with AI on both the data center side as well as on the ICS side.
Operator:
Your next question comes from Aleksey Yefremov. Next question comes from the line of Patrick Cunningham of Citi.
Patrick Cunningham:
Just on the Donatelle acquisition, first, maybe talk about the strategic fit there and even potential cross-selling opportunities where it's complementary in the portfolio? And then can you also help us size the transaction and how much earnings contribution we should expect in the second half?
Lori Koch:
Yes. So we closed Spectrum earlier this week -- or Donatelle earlier this week. We get up Donatelle nicely with our Spectrum acquisition that we're actually lapping a year on here, August 1. And so they've got nice exposure to some of the large medical device OEMs that Spectrum did not have. So there's a lot of cross-selling opportunity to come in there as they've also got some really nice machining and tooling competencies that will add to the portfolio. In total, the revenue is about $75 million from Donatelle. It's got slightly better margins than what the Spectrum acquisition did. So a nice addition there.
Antonella Franzen:
Yes. The only thing I would add is the $75 million is a full year number, just to clarify.
Patrick Cunningham:
Yes. And then, maybe just a clarification on corporate earnings. I think there was a sizable step-up into 2Q. I know you mentioned there were some expenses that moved around but were there any areas of strength on the underlying retained businesses that helped 2Q? And how much lower should back half earnings be on the corporate line?
Lori Koch:
Yes. So I would say in the second quarter, in addition to the timing of expenses, we did have a good strong margin performance in terms of the retained businesses as well. As we shift into the second half of the year, as I mentioned earlier, we do expect the overall earnings in corporate to come down there is a little bit of pressure that we have in terms of our solar business that we have within the retained businesses. So we have a little bit of earnings headwind related to there. And I mentioned earlier, a little bit of timing related to actual corporate expense.
Operator:
Your next question comes from the line of Vincent Andrews of Morgan Stanley.
Vincent Andrews:
Could I ask quickly on electronics. The timing differences that you called out in the quarter that were favorable to the quarter, are you seeing in your 3Q order book that those are indeed shifted to 2Q? Are you just assuming that? And then we'll see how the quarter plays out. And then separately, Ed, if I could ask you on the PFAS on the personal injury cases, just a little bit of clarification in terms of it sounds like we'll go from 6,000 to 3,000 cases. But has that case count been increasing? Or has it been static around those levels, firstly? And then secondly, on your comments that DuPont is sort of, I think you said 3% to 6% or 3% to 7% sort of the assumed liability. Is that to mean that, that would be your sort of exposure to any payout should there be any? Or is that your exposure to the amount of cases? And lastly on that, how do you expect this to proceed in terms of will something actually go to trial? Will it be the typical MDL where you pick 1 and they pick 1 and you see what the outcomes are and then maybe you try to settle? Or is there a path to settling ahead of time? Or just sort of what you think the process is going to be?
Edward Breen:
Yes. So the cases have crept up over time but the slope has obviously changed, come down. And remember, it's predominantly firefighters. It's not other individuals. So the drop will be at least down to 3,000 of cases. And I'd just say, overall, because it's firefighting foam, it goes back to the last settlement we did where we never made the firefighting foam but we had 1 surfactant that went in for 10 or 11 years. So net-net was determined that the exposure of Corteva [ph] us was in the 3% to 7% range. And so I think you can do the math like we were able to do when we settled the water cases and kind of get this into a certain box. And remember, we're only 1/3 of 3% to 7%, as I mentioned earlier. And Mike, just to your -- kind of one of your last points. Obviously, we always try to settle these as a class, like we did the water cases and we'll work hard to do that. And I said we would love to clean a lot of this up before the actual separations occur.
Lori Koch:
Yes. And maybe on your order question. So our order book is trending alongside the guide that we had given. So we feel like we're in good shape there.
Operator:
And our last question comes from the line of Steve Byrne of Bank of America.
Steve Byrne:
Yes. Your cost of goods were down 2% in the quarter. Can you provide a little more detail on that, such as were raws down more than that? Your volumes being a little higher might suggest that raws were down more than that. But more importantly, where do you think that cost of goods year-over-year is likely to go as we move forward?
Antonella Franzen:
This is Antonella. So a couple of things that I would mention there to keep in mind. So one, obviously, we are seeing a bit of an impact from deflation of cost that's in there. Secondly, I would also mention in terms of restructuring, we took a lot of actions as we announced the program last year towards late November; some of those actions have actually been accelerated. So we are seeing even more of a benefit this year than we were originally anticipating. So as you may recall, we were first expected we'd have about $100 million of restructuring savings in 2024. We now expect that to be closer to $115 million or so for the year. So that's also helping from a COGS perspective and kind of bringing our costs down.
Steve Byrne:
And then you mentioned on Slide 14, a lot of products in development. And you mentioned your water business has some DLE opportunity. Just a question on that. Is this 1 lithium project at a temperate later to that could be many, many years from now? Or is there some breadth to this opportunity that you see in lithium?
Lori Koch:
We continue to see a nice opportunity. We're actually investing in a facility in Europe to be able to take advantage as well from a production perspective. So it's still a little early. I mean, the potential market opportunity on the low end is probably in the $250 million range as we position ourselves as a component supplier into the space.
Operator:
I will now turn the call back over to Chris for closing remarks.
Chris Mecray:
Thank you for joining the call today. As a reminder, our materials are posted on the website, including the transcript from today's call. Thank you for joining. Good day.
Operator:
Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect.
Operator:
Good day, and welcome to the DuPont First Quarter 2024 Earnings Call. [Operator Instructions]
Finally, I would like to advise all participants that this call is being recorded. Thank you. I'd now like to welcome Chris Mecray to begin the conference. Chris, over to you.
Christopher Mecray:
Good morning, and thank you for joining us for DuPont's First Quarter 2024 Financial Results Conference Call. Joining me today are Ed Breen, Chief Executive Officer; and Lori Koch, Chief Financial Officer.
We've prepared slides to supplement our remarks, which are posted on DuPont's website under the Investor Relations tab and through the webcast link. Please read the forward-looking statement disclaimer contained in the slides. During this call, we'll make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainties, our actual performance or results may differ materially from our forward-looking statements. Our Form 10-K, as updated by our current periodic reports, includes detailed discussion of principal risks and uncertainties which may cause such differences. Unless otherwise specified, all historical financial measures presented today are on a continuing operations basis and exclude significant items. We will also refer to other non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measures is included in our press release and presentation materials that have been posted to DuPont's Investor Relations website. I'll now turn the call over to Ed.
Edward Breen:
Good morning, and thank you for joining our First Quarter 2024 Financial Review. Our results for the period exceeded our expectations, driven by better-than-expected volumes in all segments. Broadly, the first quarter confirmed that we are past the bottom in electronics and on the road to recovery. Our Semiconductor Technologies business reported sequential sales growth of 8% in the first quarter and 10% year-over-year, driven by a pickup in the underlying chip demand and normalization of customer inventory levels, both slightly earlier than expected.
In Interconnect Solutions, we saw a second straight quarter of year-over-year volume growth with volumes up 4%. We did, however, continue to see channel inventory destocking, as expected, resulting in year-over-year revenue declines in certain industrial-based businesses, but we believe those conditions have bottomed and our assumed recovery timing is also consistent with our previous expectations. That said, and given first quarter performance, we are raising our full year 2024 guidance for net sales, operating EBITDA, and adjusted EPS. Lori will further detail the outlook shortly. Compared to the year ago period, first quarter reported sales of $2.9 billion declined 3%, operating EBITDA of $682 million declined 4%, and adjusted EPS of $0.79 per share declined 6%. We continue to prioritize working capital and delivered significant year-over-year improvement in cash flow during the quarter. In late April, we completed the $500 million accelerated share repurchase transaction launched in February, retiring a total of 6.9 million shares in this tranche and bringing total share repurchases to over 15% of our outstanding shares since November 2022. Turning to Slide 4, I want to reiterate that we remain excited about the growth potential of our businesses, centered around 5 secular high-growth areas. We are excited about the through-cycle strength of our portfolio as end markets recover from recent destocking headwinds, and our teams continue to focus on operational excellence. Almost 1/3 of sales exposure for our portfolio today is focused on electronics, including leadership positions and strong customer relationships serving semiconductor manufacturing, primarily via consumables used in the chip manufacturing process, as well as serving broader consumer-based electronics markets with films, displays, and printed circuit board materials used in smartphones, PCs, and tablets. We are very pleased to participate in the AI-driven growth acceleration within electronics via our semi-related products geared towards advanced node chips for data centers and other key AI applications, such as mobile products. Electronics end markets have positively inflected, and we expect continued volume pickup in both Semi and ICS over the course of 2024. Our Water business at 12% of our portfolio constitutes a broad range of filtration technologies and operates in markets expected to generate strong growth, driven by evolving wastewater regulation and the global response to concerns around water scarcity and circularity. We believe demand for filtration products, which have been impacted by slower project work in the last year and associated distributor destocking has bottomed and will begin to recover later in the second quarter. We have excellent leadership positions in various end markets within protection and industrial technologies. Within industrial technologies, about 10% of the DuPont portfolio is geared to growing health care markets, including Spectrum medical devices, Tyvek medical packaging and Liveo biopharma consumables. We have seen ongoing solid demand for devices and expect to see recovery in medical packaging beginning later in the second quarter. Biopharma product demand is expected to recover beginning later in the year after bottoming in recent periods. DuPont's next-generation auto market participation constitutes about 10% of total sales and is geared to advanced technologies, enabling secular demand trends for hybrid and electric vehicles within battery, motor and other applications. Demand for our advanced water-related products has remained healthy, and we have a global customer base that includes EV customers in each region. We see excellent longer-term opportunity across our auto-related portfolio. With that, let me turn it over to Lori to review our financial performance and outlook.
Lori Koch:
Thanks, Ed, and good morning. Our first quarter results were clearly encouraging with further signs of electronics recovery matched with bottoming across our industrial-based end markets. Additionally, our commitment to drive productivity and operational excellence has minimized decremental margins and has helped to produce significant cash flow improvement in recent quarters. Our results have and will continue to benefit from the restructuring actions announced last November.
Turning to Slide 5, I'll cover our first quarter financial highlights. Net sales of $2.9 billion decreased 3% versus the year ago period, as a 6% organic sales decline and a 1% currency headwind was partially offset by favorable portfolio benefits of 4%, primarily from the Spectrum acquisition. The organic sales decline reflects a 5% decrease in volume and a 1% decrease in price. Lower volume was driven by the impact of continued channel inventory destocking in Water Solutions, mainly in China, and Safety Solutions, most notably for Tyvek medical packaging, and Industrial Solutions for Tyvek's parts and Liveo biopharma products. These declines were partially offset by strong growth in electronics where Semi and Interconnect Solutions volumes increased 8% in aggregate versus the prior year period. On a segment view, W&P and E&I organic sales declined 10% and 2%, respectively, while organic sales and corporate increased 1%. From a regional perspective, sales decreased on an organic basis globally versus the year ago period, with Europe, North America and Asia Pacific down 8%, 7%, and 4%, respectively. In China, sales volumes were up 3% year-over-year as growth in E&I more than offset declines in W&P due to continued pressure in water markets. First quarter operating EBITDA of $682 million decreased 4% as volume declines were partially offset by the impact of lower product costs and Spectrum earnings contribution. Operating EBITDA during the quarter of 23.3% was down 40 basis points versus the year ago period. I am pleased with our cash flow improvement as we focus our efforts on optimizing working capital performance. On a continuing operations basis, cash flow from operations of $493 million, less capital expenditures of $207 million resulted in adjusted free cash flow of $286 million in the first quarter, a significant increase versus $173 million in the year ago period. Adjusted free cash flow conversion during the quarter was 86%, significantly ahead of last year. Turning to Slide 6. Adjusted EPS for the quarter of $0.79 per share decreased from $0.84 in the year ago period. Lower segment earnings, higher net interest expense and higher depreciation more than offset a $0.06 benefit from a lower share count. Our tax rate for the quarter was 24.6%, up from 23.4% in the year ago period, driven by geographic mix and earnings. Our full year 2024 base tax rate outlook of 23% to 24% remains unchanged. Turning to segment results, beginning with E&I on Slide 7. E&I's first quarter net sales of $1.4 billion increased 5% as a Spectrum sales contribution of 8% was partially offset by an organic sales decline of 2% and a 1% currency headwind. The organic sales decline reflects a 1% decrease in volume and a 1% decrease in price due to the pass-through of lower metal prices. Effective with our first quarter reporting, I will highlight that we realigned certain product lines within our 3 E&I lines of business. The changes streamline our cost structure, while also optimizing certain product offerings to better focus on our customers. Additional detail has been provided on Slide 15 in the appendix. For the first quarter of 2024, organic sales for Semiconductor Technologies were up 10% versus the year ago period due to the start of overall semiconductor market demand recovery, along with normalization of customer inventory levels and continued strong demand for OLED display materials. We expect underlying semi demand to continue to improve throughout the year, and note that our forecasts continue to call for semi fab utilization rates to increase from the low 70s percent that we saw in the first quarter to a fourth quarter exit rate in the low 80s. Within Interconnect Solutions, organic sales were up slightly as mid-single-digit volume gains were mostly offset by the impact of lower metals prices. This was the second consecutive quarter of year-over-year volume growth for ICS as broad electronic markets continue to recover. Organic sales for Industrial Solutions were down about 20% due primarily to ongoing channel inventory destocking for Kalrez O-rings and our Liveo product lines within biopharma markets. We continue to expect to see order improvement over the next several quarters in our Kalrez business. And our Liveo biopharma business is also still expected to recover later in the second half. Operating EBITDA from E&I of $374 million was up 3% versus the year ago period, driven by strength in Semi and Interconnect Solutions and the earnings contribution from Spectrum, partially offset by the impact of lower volumes in Industrial Solutions. Turning to Slide 8. W&P first quarter net sales of $1.3 billion declined 11% versus the year ago period due to a 10% decrease in volume and a 1% currency headwind. Within Safety Solutions, organic sales were down low teens on lower volumes, driven mainly by channel inventory destocking, most notably for Tyvek medical packaging products. We believe our customers' inventory is close to normal at this point for Tyvek medical packaging. Within Water, organic sales were down mid-teens, driven by distributor inventory destocking and lower industrial demand in China. We continue to have active communication with our distributors and believe orders will pick up towards the end of the second quarter. Shelter Solutions were flat on an organic basis compared to the year ago period, and we expect sequential lift in the second quarter. Operating EBITDA for W&P during the quarter of $295 million decreased 14% due to lower volumes, partially offset by the impact of lower product costs. Turning to Slide 9, I'll provide an update on our full year 2024 guidance as well as our expectations for the second quarter. We are raising our full year guidance for net sales, operating EBITDA, and adjusted EPS. At the midpoint of the revised ranges provided, we now expect full year net sales of about $12.25 billion, operating EBITDA of about $2.975 billion, and adjusted EPS of $3.60 a share, which now indicates expected year-over-year earnings growth. For the second quarter of 2024, we expect net sales of about $3.025 billion, operating EBITDA of about $710 million and adjusted EPS of $0.84 per share. The sequential sales and earnings lift in the second quarter assumes volume improvement driven by favorable seasonality in both ICS and Shelter, continued electronics recovery, and reduced destocking impacts in water and medical packaging. Year-over-year sales and earnings growth in the second half, embedded within our full year guidance, is expected to be driven by further electronics market recovery, including continued improvement in semiconductor fab and PCB utilization rates along with a return to volume growth in W&P. Second half earnings drivers include both volume improvement as well as expected mix benefit. With that, I'll turn it back to Ed.
Edward Breen:
Thanks, Lori. I'd like to note that we published our annual sustainability report earlier this week, highlighting the work of our global team to meet our commitments across all aspects of ESG, and I'm pleased with the progress and speed with which we are advancing our 2030 goals. There are 3 dimensions to our sustainability strategy
More than 80% of our innovation portfolio is expected to advance our customer sustainability road map. This is a critical metric that aligns our product development with customers' expectations for both performance and sustainability. We were pleased to be recognized for this commitment by Samsung Electronics, which awarded us as a Best ESG Partner this past year. On climate, we delivered another year of strong performance, surpassing our 2030 goals, which are aligned with the ambition of the Paris Accord. This past year, we achieved a 58% reduction in Scope 1 and Scope 2 greenhouse gas emissions from a 2019 baseline, exceeding our 2030 goal of 50%. And we achieved a 39% reduction from the 2020 baseline in Scope 3 emissions, also ahead of our 2030 goal. This past year, we made strong progress in the continued deployment of a company-wide operational excellence framework designed to drive continuous improvement in productivity, including deployment of standardized tools, best-in-class technologies, and practices that enhance workflows, reduce errors, minimize waste, and improve safety. Related to this, 2023 was our safest year on record for employees and contractors. Finally, our strong governance practices underpin our sustainability strategy as we remain committed to transparent reporting on our policies and performance with oversight from our Board. A key focus in 2023 was strengthening the DuPont Supplier Code of Conduct with our new Responsible Supplier program. These are just a few of the many great examples in the report of how our teams are delivering on our purpose in driving sustainability. With that, we are pleased to take your questions, and let me turn it back to the operator to open the Q&A.
Operator:
[Operator Instructions]
Your first question comes from the line of Jeff Sprague from Vertical Research Partners.
Jeffrey Sprague:
Ed, good to see the bottom is apparently in here. And really, the nature of my question is you did a lot of hard work trying to protect margins and minimize decrementals through this protracted period of volume declines. Now that we're heading the other way, I just wonder if you could give us any perspective on, I don't know, costs that need to come back or how you feel about structural costs. And maybe the punch line is just a little bit of guidance on your incrementals as we think about volumes going the other way in E&I.
Edward Breen:
Yes, Jeff. So the cost actions we took, the bulk of them will stay in place. I would say, out of the $150 million we did and we announced in November, we'll get about $100 million of that cost savings this year. And I would say out of the $150 million though, as you get into 2025, and we're really cranking along in all our end markets, we'd probably bring back about $30 million or $40 million of cost, which is kind of on the factory footprint side, where it will be a little bit of cost there, so that would be it.
A little bit probably in 2025 on comp because we didn't pay out 100% on our bonus plans and probably won't be -- it could be 100% this year so maybe that comp year-over-year won't be that different, but certainly from last year, 2023, a little bit of that headwind there, and '24, potentially not in '25. Incrementals, in the second half of the year, maybe just give you that for us, as we start bouncing back here, remember, we get some absorption benefit, obviously, because of the improvement in our sales rate. Our incrementals are planned to be around 56% in the second half of the year. And I also think, Jeff, we've derisked the second half of the year now with the baseline we're working off of now. We only have to ramp $340 million in sales first half to second half, which is 6%, and our EBITDA is planned in our guidance to ramp about 14%. That gets you to 56% incrementals. So I think it's significantly derisked from potentially where we were.
Lori Koch:
Yes, and the 56% is first half, second half. If you look at our margin profile in the second half versus the first half in the implied guide, it is up almost 200 basis points in the low 25% range, which is a nice tailwind as we head into 2025.
Edward Breen:
Yes. And Jeff, maybe just one other because the electronics is bouncing back nice. We've always consistently, quarter in, quarter out, brand that business at like 31% to 32% EBITDA margins. Going forward, with Spectrum in there, we'd pressed the EBITDA margins just because it's a great business but they're a little bit lower than the average. So it brings it down like 100 basis points. But having said that, we should be able to run that business as we're cranking back at like 32% EBITDA margin as we get into 2025.
Jeffrey Sprague:
Great. And actually, the follow-up question that's going to play into the margin calculus also, you just think about kind of electronics over time, parts of it sort of being a price down market naturally -- nature of the business. But when we think of some of the more sophisticated things going on in Semi and the like and maybe other places in the E&I portfolio, how do you feel about your ability to get price or to avoid price down over time in these businesses?
Edward Breen:
Yes. Well, Jeff, usually, the price down is at 1%. That's kind of what we've averaged so it's not really significant. Having said that, more and more of this portfolio over the next set of years is going to be advanced nodes with all the AI coming, and by the way, the AI then moving down into mobile devices. And as you know, we're advantaged there. That's how we always outgrow MSI by 200 to 300 basis points.
So as more of the business skews there, that helps our margins just from a mix perspective, but we also get price on the more advanced platforms that we have in electronics. So ICS will probably still lose price. That's more our PCB stuff that are the laminates and displays and all that, we'll lose a little bit of price, but I got to think we'll do a little better on the chip side.
Operator:
Your next question comes from the line of Steve Tusa of JPMorgan.
C. Stephen Tusa:
I think you guys had said you expected like a 10% sequential bounce off the first quarter. This is a little -- the EBITDA -- I mean, good first quarter, but the EBITDA quarter-over-quarter is a little bit lower than that, more like 4%, 5%, I guess on your guide. And anything that changed that view? Was there anything pulled forward in the first quarter that kind of takes out of the second quarter or just conservatism?
Lori Koch:
Yes. No, I think it was more a reflection of the overdelivery of Q1. So originally, when we said a 10% sequential lift, we were guiding to Q1 of $610 million so would have got you roughly to $670 million. So delivering the $682 million mutes the ramp a little bit, but we still are now at $710 million versus the original $670 million, so no, actually some upside to the expectations that we had back in February when we gave that number.
C. Stephen Tusa:
Okay, that makes sense. And is there anything that is a little worse than you would have expected? It seems like obviously, electronics is coming along really nicely. The other stuff may be a little more sticky on the Industrial side. And anything that is kind of standing out as just not coming along as you would have expected on the Industrial businesses recovery?
Edward Breen:
Steve, it's pretty much as we said last quarter. Shelter will be up sequentially first to second, mostly because of seasonality, but that clearly had bottomed out already to water. By the way, we just had our manager of our Water business over in China in the last 2 weeks, and they're saying they're going to start placing more orders towards the back end of this quarter. So that feels the same.
Same with the health care medical packaging business towards the end of this quarter, beginning of next quarter. And the only 2 that are delayed on -- they're bottomed, by the way, but they haven't recovered yet, but this is no change from what we said before is our Biopharma business, looks more like the back half of the calendar year, and our Kalrez business looks like a second half recovery. So pretty much in line. By the way, the one other bright spot I liked, we had been negative on growth in China through last year and we had 3% growth in China. So that market has been slowly turning back up for us. And by the way, that 3% was predominantly because the electronics business turned, we were up 15% in E&I in China in the first quarter. So that's turned nicely for us. And our semi customers in China were ordering at about -- it was about that same sales rate, about 15% growth, including the local China semi customers, not the multinational. So that was good to see.
C. Stephen Tusa:
Okay. And then just last quickly, any updates on price raws spread for you guys? I know it's less important these days but any update there?
Lori Koch:
Yes, we did have a little more favorability than what we saw in Q1 that we believe will hold for the year that contributed partially to the Q1 beat. So if you look at the Q1 beat, it was about $110 million or so on revenue and then about $70 million on earnings. So obviously, we got some upside there outside of volume, and that was primarily better price/cost spread.
Operator:
Your next question comes from the line of Scott Davis of Melius Research.
Scott Davis:
This may be hard to define explicitly, Ed, but you've mentioned a couple of quarters in a row the AI chip and data center benefit in E&I. Help us understand materiality when you think about new chip designs and such and the content of your product that's going to be needed. Does it structurally raise the growth rate, do you think, over, call it, a 5-year period? Or is there enough stuff get cannibalized and it kind of nets out to a slight positive? But perhaps, I don't know, I just have no idea so I'll ask you.
Edward Breen:
Yes. So the AI -- so the data center size for us is about $700 million of our revenue and $250 million of that ballpark, it's kind of hard to tell exactly, Scott, but about $250 million of that is AI-specific. And that is growing north of 20% right now, that base. And I do think it's -- look, I think we're going into a super cycle in semiconductor here over the next decade because of all this AI. And remember, the AI now, everyone is going to push it down into your devices. So it's going to be a pretty broad-based growth market.
My gut is in next year, I don't want to get into forecast yet for 2025, but I got to imagine the E&I business is going to grow high single digits in 2025. And we're expecting fab utilization to exit -- starting the year in the low 70s, exiting the year in the low 80s. And I would think we're probably in the low 90s by the middle of next year, and that would give us that high single-digit growth rate. And then the AI chips, by the way, really help us because it's a higher margin business than our mix, so it should tee up for a really nice 2025. But that market is going to continue to grow north of 20% here and it's got a long cycle coming up.
Scott Davis:
Okay, so material for sure. So just to back up a little bit in Water Solutions in China. I know it's not -- it's a little minutia. But was there a prebuy or some sort of, I don't want to call it channel stuffing, because that's not what I mean? But was there some sort of weird behaviors that, that customer ended up with so much excess inventory? Is it purely just the macro turned a little sideways or down on the folks in there caught with extra inventory?
Edward Breen:
Yes. So it wasn't one customer, Scott, just to clarify. I don't know if you meant it that way. We have...
Scott Davis:
No, I didn't mean it that way.
Edward Breen:
We have many distributors, but 4 main distributors in China that do the bulk of our business that we don't do direct by the way. We do a lot of direct business, too. I think what -- I mean, what they verbalized to us, obviously, again, our team was just there with them this past week is industrial production slowed down. They were ordering at a higher rate, and they had to go through a destock.
And the destock, by the way, is not as long as some of the other destocks. It looks like if it's ending here at the end of this quarter, it was about 5, 6 months of kind of working their inventories back down. So we think we're in pretty good shape going into the third quarter here. And again, we expect orders to start coming in kind of in the June timeframe to start picking up there. So it's more of the macro, I guess, I would say, Scott.
Operator:
Your next question comes from the line of John Roberts of Mizuho.
John Ezekiel Roberts:
Just one for me. Maybe Lori, you could give us an update on adhesives multi-base in Tedlar. I would have thought they'd be down like your Industrial segment and they've got some auto exposure there, which was probably weak. But actually, corporate sales were up 1% year-over-year. What's going on there?
Lori Koch:
Yes. So we continue to see strength on the EV side of auto. So as you had mentioned, overall auto builds are weaker right now, but there's still a lot of upside within the EV side. So that was up double digits in the quarter and we expect that to stay for the year. A lot of the upside in the volume in the quarter came from Tedlar, which is in the photovoltaic space, so we had really nice volumes within Tedlar that gave us the 1% organic for the quarter.
Operator:
Your next question comes from the line of Chris Parkinson of Wolfe Research.
Christopher Parkinson:
Just want to turn on the ICS side. You've seen a bit of a market share shift between Chinese OEs versus the Americans and the Northeast Asians. And I know you have exposure everywhere. And at the same time, you've also seen an increase in the sophistication of Chinese handsets. So can you just kind of parse through that in terms of where the market is right here, right now and how the Street should be thinking about your relative content exposures and how we should think about that business recovering throughout '24 and perhaps '25?
Edward Breen:
Well, I'd give you, Chris, maybe just high level that if you go back to the middle of last year, the PCB utilization rates were kind of all the way down in the mid-40s. In the first quarter, they're kind of in the mid-50s. We think we exit the year in the low 60s -- in the second half of the year, we'll kind of be in the low 60s. And normal, by the way, for PCB utilization rates is kind of low 70s. They never run in the 90s, like the semis do. So you can kind of see the progression of that plan out here kind of over the next year.
Lori Koch:
Yes. We continue to see wins within the metallization space more on the circuitry side, so we've seen a nice volume lift in the first quarter, and we expect that to be maintained for the rest of the year. And we have had some share gains outside of that in the premium smartphone space on both the fulfillment side and then the other device side as well with PCs and others.
Christopher Parkinson:
Got it. Lori, you know my favorite question as a follow-up is on W&P margins. I mean, obviously, over the last few quarters, there have been a bunch of put and takes, inclusive of the destocking. But with that progressively improving throughout '24, can you help us just give us the latest and greatest on how you're thinking about the long-term margin optionality in terms of op efficiencies, leverage, mix, so on and so forth?
Lori Koch:
Yes. We still see the entitlement for W&P margins in that 27% range. And so as you know, they've been challenged in the first quarter, really a function of the lower volumes. There's a lot of heavy assets in that business that take a hit when the volumes are down. We've done a nice job controlling costs to minimize the decrementals to low levels, but that is impacting it. And then the larger impact comes from just the mix side.
So the Tyvek business is down primarily because of the medical packaging destock that's going on, that we expect to start to see resolution here at the end of this quarter and then improvement as we head into the back half. And so when you start to see those 2 items wane, we do see nice margin improvement first half, second half. So the first half margins will probably stay at that 23% level. And then we see them ticking up about 100 basis points as we get to the back half of the year.
Operator:
Your next question comes from the line of David Begleiter of Deutsche Bank.
David Begleiter:
Ed, you only raised the full year guidance by the amount of the Q1 beat. Is that because it's still early in the year or are you a little more cautious on the back half demand environment?
Edward Breen:
Yes, David, no change on our thinking on the back half. It's just as I said earlier, I feel good we've derisked the ramp in the year. So no, I don't feel any different about it. And hopefully, it ends up being a little bit conservative.
David Begleiter:
Very good. And can you just provide us another update on PFAS right now?
Edward Breen:
Yes, nothing significantly new there, David. The next thing coming up is the -- that we would want to settle is the Stade AG cases. I don't think that will be a 2024 event. I think it's more of a 2025 event. And then there's probably a couple of states that we will settle separately from the class action. It's where we had locations set. So I think you might potentially see one or two of those get settled maybe during this calendar year. So that's where it's at.
I think, David, the good news with the settlement, by the way, the other settlement is done now. The water districts is totally done, signed off by the judge. And I think the nice thing about that when it comes to all the firefighting foam is that it became very clear in that litigation and then what was written about it, that the exposure of the consortium of Corteva, DuPont, and Chemours is 3% to 7% of the total exposure. And remember, DuPont's 1/3 of the 3% to 7%. So I think that helps box in what these numbers are going to be as we settle the other cases.
Operator:
Your next question comes from the line of Mike Leithead of Barclays.
Michael Leithead:
First question I wanted to ask on W&P, I wanted to ask about price. It seems like it's holding in, I'd say, fairly well despite double-digit volume declines in the past few quarters. So what's your expectation for price? Should we expect this to stay relatively flat as we move through the year?
Lori Koch:
Yes. So yes, we delivered flat price, overall, in W&P in the quarter. We still have some expectation to give back 1% or 2%, primarily in the Shelter business as we go throughout the year, but we have done a really nice job, as you had mentioned, holding on to price.
Michael Leithead:
Got it. That's helpful. And then bigger picture, Ed, how is Spectrum performing relative to your initial expectations?
Edward Breen:
Right on what we told our Board. It's nice to see they are basically not going through a destock, which is good. And the -- I think we've told you this before, we -- the business is growing nicely but there's also a major ramp going on with one key medical device company, and that ramp is -- by the way, it was a very significant ramp so we were -- that was the one area we've been watching really close. And they are ramping very nice with that customer. It's more of a manufacturing ramp we had to go through that was pretty significant, and that's on track also. So feeling good about that.
And it's clearly an area we like. Between Tyvek medical packaging, the Spectrum business and the Liveo business, it's a really nice percentage of our portfolio now, as we mentioned in our prepared remarks. So it's 10% of the company, and it's just a nice end market, stable end market to be in and with a very solid steady growth rate. So we're really liking that business.
Operator:
Your next question comes from the line of Josh Spector of UBS.
Joshua Spector:
I was wondering if you could talk about your expectation on buybacks versus M&A. I know you talked about no M&A in 2024 kind of through the September period. Can you extend that through the rest of this year and maybe think about '25 in terms of your total capital allocation?
Edward Breen:
Yes. I would think -- so we're not planning on any acquisition this year. If we -- when we do one, I would think it's more in the tuck-in size. We're not looking at anything big. We would love to add to the health care platform. There's a fair amount of what I'd call tuck-in opportunities there. So I mean, it's possible we could do one this year, but it's not really in our plans.
Our team, Lori and I have said that the team is all hands on deck operationally as we were going through the destock. And that was our focus area. We still have an outstanding ASR for -- we just completed the one $500 million ASR. We have one more to do so we would plan on doing that, obviously, this year. And then after that, I think, will be a nice mix of some tuck-in acquisition. And depending where our stock price is, I've always been a pretty big share repurchaser when I feel our stock or our multiple is not where it should be. So I don't think you'll see any change in our thinking there.
Operator:
Your next question comes from the line of Michael Sison of Wells Fargo.
Richard Garchitorena:
This is Richard on for Mike. So I just wanted to ask in terms of the guidance for the full year and what you're seeing in terms of demand and destocking coming to an end, should we expect year-over-year volume growth starting in the third quarter? Or how are you looking at volumes in the second half of the year?
Lori Koch:
Yes. In the guide that we gave, we do see a return to volume growth in the second half. It ramps as you go from 3Q to 4Q, really just a comp because 4Q was our weakest quarter last year. But yes, we will be returning to growth from both a volume and earnings perspective in the second half.
Richard Garchitorena:
Okay, great. And then just in terms of your comments on China recovery, was that more specific to E&I? Or maybe if you can talk about what you're seeing on the Water Solutions side because you do find that industrial demand remains weak in China, but I guess you're saying it's recovering better than you thought?
Lori Koch:
Yes. No change there. So the volume uptick that we saw in China in the first quarter was primarily E&I. As I had mentioned, we are up kind of mid-teens for volumes in China. We still do see industrial weakness that's impacting W&P primarily in the water space. So no change to our expectations that we will get the orders in from the key distributors towards the end of this quarter and be able to ship those to see a ramp sequentially in Water and then a further ramp as you head into the second half.
Operator:
Your next question comes from the line of Frank Mitsch of Fermium Research.
Frank Mitsch:
Lori, if I could follow up on a free cash flow question. What are your expectations? You did 86% free cash flow conversion in 1Q. What is your expectations for 2024?
Lori Koch:
Yes. I think we'll be at or near our target of greater than 90%. So I was really pleased with the Q1 performance of 86%. That's a sizable improvement from where we were last year, which was around 45%. I do expect to take a little bit of a dip down in Q2, really reflecting the payment of our biannual interest expense. So that's about $200 million. We pay it in May and in November. So we'll see a headwind in Q2. But overall, I expect it to deliver nice free cash flow conversion for the year really around the target.
Frank Mitsch:
Terrific. And Ed, you commented multiple times on how progress -- that you're seeing the progress in Asia, especially in China. The year-over-year negative deltas has been lessening down to 4% organic decline in 1Q. Are you anticipating that to be flat or up in 2Q and beyond in terms of the year-over-year comp?
Lori Koch:
Yes. We expect overall China to be both price and volume and currency headwinds about flat for the year. So as you had mentioned in the Q1 numbers, we were up in volume. But overall, it was about flat with the currency headwinds. So yes, an improvement in volume that we expect to see and some currency headwinds as the year goes on.
Operator:
Your next question comes from the line of Stephen Byrne of Bank of America.
Steve Byrne:
The 3-year stack on volumes in your Water & Protection segment is flat. The losses over the last 4 or 5 quarters essentially offset the gains in 2021 and you had kind of flat volumes in '22. So just a question about that. Do you see that as suggesting just modest underlying volume growth? Or do you think that there might be some losses to generic products in that segment? And did you have visibility on those inventory levels that were -- that have been destocked now?
Lori Koch:
Yes. I mean, I think the history has been impacted a lot by COVID. So we saw unwind of the garments that were a sizable benefit during the 2020 timeframe when you saw an unwind, not unlike most of the peers out there that saw a run-up from the garment perspective. And then once we moved through that, then we transitioned into the general industrial destock. So I think we need to look into 2025 to really get a good read on the volumes in that business.
And right now, we're expecting low to mid-single-digit volume growth in 2025 off of a more normal macro. So no concerns overall around the efficacy of those products in the market. It's really just getting beyond those chunky one-timers around COVID and then the broader industrial destock to be able to see the true growth profile of that business.
Steve Byrne:
And then Kalrez and Tedlar, these are both
fluoropolymer products. Just a question for you on that. Do you have any customers that are saying, I'm going to switch to something else just to avoid the fluoropolymer issue? And how are you managing your own wastewater from the manufacturing of those products?
Lori Koch:
No. I mean, in fact, in Tedlar, we're actually seeing some questions around. It is a PFAS-free, so there's some opportunity there to maybe pick up some share on the Advanced Materials side or the PV side and be opportunistic. And I know directly back from customers, and obviously, we published our sustainability report earlier this week. There's a lot of examples in there around our commitments to that as well as just overall water key drivers around the sustainability footprint.
Operator:
And our last question comes from the line of Laurence Alexander from Jefferies LLC.
Laurence Alexander:
Just a quick one on the electronics side. How far do you see the growth trajectory for that business? Or how much can you expand it before you need to do a significant round of CapEx additions?
Edward Breen:
Yes. The good news on the E&I side, by the way, which is very different than the W&P side, they're not heavy assets. More of our CapEx on the electronics side, Laurence, actually goes into our testing equipment. We have to have very state-of-the-art testing equipment in the key regions where our customers are. And so that's where we'll add some CapEx over time. But we can kind of modularly upgrade the electronics manufacturing locations. So that's not going to be a big CapEx spend for us.
But my gut is we'll be looking at some expansion work here as we see this kind of super cycle coming on the semi side. So that's -- by the way, if this were like our Tyvek business, as you know, we're launching [ Lynade ] over in Luxembourg. We've already done our first test runs of product, by the way, which has gone very well, but that project was $450 million. We don't have anything like that on the electronics side. So that's good and it's quicker to upgrade, the manufacturing capacity also in the electronics side. So we'll stay on top of that as we see this growth over the next steady years to come.
Operator:
There are no further questions at this time, so I'd like to hand the call back to Chris Mecray.
Christopher Mecray:
Okay. Thank you, everybody, for joining the call. We appreciate your interest. And as always, we'll post a copy of the transcript on the DuPont IR website. This concludes the call. Thank you.
Operator:
That does conclude our conference for today. Thank you for participating. You may now all disconnect.
Operator:
Good morning, and welcome to the DuPont Fourth Quarter 2023 Earnings Call. Please note that this call is being recorded. All participants are now in listen-only mode. After the speakers' remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. I will now turn the call over to Chris Mecray. You may begin your conference.
Chris Mecray:
Good morning, and thank you for joining us for DuPont's fourth quarter and full year 2023 financial results conference call. Joining me today are Ed Breen, Chief Executive Officer, and Lori Koch, Chief Financial Officer. We've prepared slides to supplement our remarks, which are posted on DuPont's website under the Investor Relations tab and through the webcast link. Please read the forward-looking statement disclaimer contained in the slides. During this call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainties, our actual performance and results may differ materially from our forward-looking statements. Our Form 10-K, as updated by our current and periodic reports, includes detailed discussion of principal risks and uncertainties which may cause such differences. Unless otherwise specified, all historical financial measures presented today are on a continuing operations basis and exclude significant items. We will also refer to other non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure is included in our press release and presentation materials and have been posted to DuPont's Investor Relations website. I'll now turn the call over to Ed.
Ed Breen:
Good morning, and thank you for joining our fourth quarter and full year 2023 financial review. This morning's earnings release is consistent with the preliminary results announced on January 24th, and we have added our customary segment detail and end market color while also providing incremental detail on our 2024 financial forecast. Broadly, we continue to see encouraging stabilization within electronics markets. Our Semiconductor Technologies business reported sequential sales growth of 2% in the fourth quarter as expected as the first sign of getting past the bottom at chip production. In Interconnect Solutions, we saw a return to year-over-year volume growth with volumes up 2% versus the prior year after sales bottomed earlier in 2023. However, as we finished 2023, we did see additional channel inventory destocking within many of our industrial-based businesses as well as continued weak demand in China with incremental weakness in our China water business. This resulted in fourth quarter net sales, which declined 7% year-over-year, falling below our guidance expectations. We have already noted that we see a continuation of similar volume trends into the first quarter, and I will come back to this, but we are encouraged that we see signs of market stabilization, bottoming of customer inventories and a pickup in orders in the month of January that support a view of recovering sales and earnings through 2024. Fourth quarter operating EBITDA of $715 million was down 6% year-over-year, reflecting continued pressure across many of our largely short cycle businesses. We remain very focused on managing what we can control, including discretionary spending levers, and also executing the restructuring actions announced last November. This focus helped to contain margin impact in the period despite a 9% drop in volume. Looking into 2024, we continue to target annualized cost savings of $150 million, which we will begin to realize later in the first quarter and which should further bolster our go-forward margin profile. I am pleased we finished the year with strong cash generation as we continue to prioritize working capital improvement and discipline following the inventory build seen during the supply challenge 2022 period. For the full year, adjusted free cash flow was $1.6 billion with conversion at 100% versus our target of greater than 90%. This included fourth quarter adjusted free cash flow of $501 million, which represented 133% conversion. Adjusted EPS for the year of $3.48 per share increased over last year as benefits from our ongoing capital allocation and share repurchases more than offset substantial volume decrements. Turning to Slide 4, we continue to execute on our capital allocation priorities. First, this morning, we announced that we completed the $2 billion accelerated share repurchase transaction launched last September. At the conclusion of the ASR transaction, we retired an additional 6.7 million shares with the true-up, bringing its total to 27.9 million shares retired under the $2 billion ASR. Completion of this ASR wraps up the $5 billion program that we announced in November 2022, enabling the repurchase of approximately 15% of our outstanding shares over this time period. We also announced that our Board approved a new $1 billion share repurchase program, and we intend to launch a new $500 million ASR transaction imminently. We expect to complete the full $1 billion program by the end of this year. Finally, today we also announced an increase in our quarterly dividend to $0.38 per share or a 6% increase. We will continue to target a dividend payout ratio of 35% to 45% over time and expect to increase our dividend annually in-line with earnings growth. We exited 2023 on a favorable balance sheet and liquidity position with an adjusted net leverage ratio of 2.1 times and with no long-term bond maturities due until November of 2025. We also repaid $300 million of debt due during the fourth quarter with cash on hand. Finally, we also continue to invest in innovation and our operational excellence program to support long-term organic growth. In 2024, we expect capital spending at about 5% of sales and target R&D spend at about 4% of sales for total DuPont. Regarding our innovation and growth pipeline, we were pleased during the fourth quarter with our electronics portfolio to be selected by a leading US OEM for our Microfill metallization product, which offers improved plating uniformity for advanced computing. In water, our team significantly advanced commercialization of the Oxymem membrane products for wastewater biological treatment. Within industrial, our Kalrez business opened a new facility in Delaware to support growth for its global semiconductor products. And finally, within adhesives, we launched a new structural epoxy adhesive specific for larger scale energy storage system. Before I turn it over to Lori, let's review our expected demand outlook by business based on active conversations that we have had with customers recently. For electronics, our ICS business serving printed circuit boards already bottomed in mid-2023 and continues to gradually recover alongside global electronics demand. We expect utilization for our customers in this area to increase this year into the 60s on a percentage basis from the mid-50s in the first quarter. For semiconductor, industry forecast for chip production, that were pushed out several times in 2023, are signaling a firmer 2024 recovery, and our outlook assumes chip fab utilization increasing through the year to exit at a run rate around the low 80s on a percentage basis from the low 70s in the first quarter. This inflection also includes stabilization for end market consumption in smartphone, PC and tablet markets, driven in part by replacement demand as well as improved data center demand bolstered by AI-driven growth. These trends bode well for DuPont's strength within electronics materials, and our customers are pointing to improve volume in both semi and ICS during 2024. Within our industrial-based businesses, while inventory destocking impacts have continued into the first quarter, customer feedback indicates a positive order inflection as the year progresses. Let's review specific end markets. First, shelter, which saw notable destock in 2023, now sits with inventory back to normal levels and we expect a slight positive volume compare in 2024 beginning in the first quarter. In safety, we believe our customers' inventory is also close to normal at this point for Tyvek medical packaging, and we expect sales to recover during the second and into the third quarter. Further, we expect reduced destock impact within safety solutions across the couple of industrial end markets in the second half. In water, we have communicated with our distributor customers in China and we expect a sequential pickup in sales towards the end of the second quarter. Distributor inventories have declined substantially from the peak last year. Finally, I would mention that we expect to see order improvement over the next several quarters in our Kalrez business with Industrial Solutions. Our Liveo biopharma business is anticipated to recover later in the second half. So, we have firm signals from a wide range of businesses within the DuPont portfolio that support a sales bottom in early 2024. This is reflected in stronger orders during the month of January after continued weakness in December. To wrap up, we remain confident that our key end markets are well positioned for long-term growth and our teams are extremely focused on operating discipline and site level execution, which positions us well to accelerate growth as inventories normalize. With that, I'll turn it over to Lori to cover the financial results and outlook in detail.
Lori Koch:
Thanks, Ed, and good morning. Our financial results in 2023 were clearly impacted by significant destocking and demand pressure in China, but our focus has remained on sound operational execution across the business. I'm very pleased that our team's effort to drive productivity and operational excellence clearly minimize decremental margins and help drive substantial cash flow improvement. In 2024, our continued proactive approach to managing the business will yield impactful cost reduction beginning later in the first quarter and building from there from the restructuring actions announced last November. We anticipate yielding at least two-thirds of the total $150 million in restructuring benefits during 2024, with the balance realized next year. Like Ed, I'm also encouraged by the expected trajectory of demand and volume based on direct customer feedback and data supporting the bottoming of channel inventory in key end markets. Our current forecast assumes a bottom for total company sales and earnings in the first quarter, followed by steady recovery as the year progresses with the return to year-over-year growth in the second half. I'll come back to the outlook later, but first I'll cover our results. Regarding our fourth quarter financial highlights on Slide 5, net sales of $2.9 billion decreased 7% versus the year-ago period, as a 10% organic sales decline was partially offset by a 3% portfolio benefit due primarily to the Spectrum acquisition. The organic sales decline reflects a 9% decrease in volume and a 1% decrease in price. Lower volume included the impact of channel inventory destocking within W&P's safety solutions line of business, most notably for Tyvek medical packaging. We also saw accelerated volume decline within water solutions in China, driven primarily by distributor destocking and weaker demand. On a segment view, W&P and E&I organic sales declined 15% and 7%, respectively, while organic sales in Corporate declined 4%. From a regional perspective, DuPont sales decreased on an organic basis globally versus the year-ago period, with North America, Asia Pacific and Europe down 13%, 11% and 9%, respectively. China sales were down 14% versus the prior year. Fourth quarter operating EBITDA of $715 million decreased 6% versus the year-ago period as volume declines and the impact of reduced production rates to better align inventory with demand were partially offset by lower input costs, discrete items, which benefited earnings by about $40 million, and Spectrum earnings contribution. About $25 million of the discrete item benefits were reported within the W&P segment, reflecting a land sale and other credits, with the remainder reflected in Corporate. Operating EBITDA margin during the quarter of 24.7% increased 30 basis points versus the year-ago period. In the fourth quarter, driven by continued challenging construction market conditions, coupled with ongoing channel inventory destocking, we recorded a non-cash goodwill impairment charge of about $800 million. The charge relates to our protection reporting unit which consists of the shelter and safety solutions lines of business within W&P and is excluded from our adjusted operating results. As a reminder, the carrying value of the legacy Dupont assets and liabilities were marked as fair value and significant goodwill and intangible balances were recorded in connection with the DowDuPont merger. Despite the write down, we maintained long-term confidence in the Protection brand offerings and our market-leading positions remained strong. We continue to invest in and expand our application development expertise in these markets and we have taken actions to improve our cost structure to enhance our competitiveness with destocking ends. Regarding cash flow, we are very pleased with our continued cash flow improvement as we worked hard in 2023 to optimize working capital performance and especially to right-size our inventory levels following the supply chain disruptions of 2022. On a continuing operations basis, cash flow from operations of $646 million, plus capital expenditures of $145 million, resulted in adjusted free cash flow of $501 million in the fourth quarter, a significant increase versus $188 million in the year-ago period. Adjusted free cash flow conversion during the quarter was 133%, significantly ahead of last year. Turning to Slide 6, adjusted EPS for the quarter of $0.87 per share decreased from $0.89 in the year-ago period. Lower segment earnings and certain below-the-line items, including a $0.05 headwind from foreign exchange losses led by devaluation of the Argentinian peso, more than offset an $0.08 benefit from a lower share count and a $0.03 benefit from a lower tax rate. Our tax rate for the quarter was 19.2%, down from 22.2% in the year-ago period and lower than our previously communicated modeling guidance driven by certain discrete tax benefits. Our full year tax rate for 2023 was 22.8%, and our 2024 outlook assumes a base tax rate of 23% to 24%. Turning to segment results beginning with E&I on Slide 7. E&I fourth quarter net sales of $1.4 billion increased 1%, as the Spectrum sales contribution of 8% was mostly offset by an organic sales decline of 7%. The organic sales decline reflects a 5% decrease in volume and a 2% decrease in price. At the line of business level, organic sales for Semiconductor Technologies were down high single-digit versus the year-ago period resulting from reduced semi fab utilization rates as customers work to reduce finished inventories. We did see sequential improvement within semi as sales increased 2% in the fourth quarter, signaling stabilization for the business. Our customer interactions and reduced channel inventory levels point to continued recovery expected in semi during 2024 with sequential sales up slightly in the first quarter and increased lift from the second quarter onwards. Within Interconnect Solutions, organic sales declined mid single-digit as low single-digit volume gains were more than offset by price decreases, driven by lower metal pricing. Demand continues to stabilize, and this is the first quarter since the downturn started where we saw year-over-year volume growth. Organic sales for Industrial Solutions were down mid single-digit due primarily to channel inventory destocking within our Liveo product lines for biopharma markets. And for products, such as Kalrez O-rings, which are primarily used in semiconductor equipment. These declines were partially offset by continued strong demand for OLED display materials. Operating EBITDA for E&I of $378 million was down versus the year-ago period due to volume declines and lower operating rates to better align inventory with demand, partially offset by Spectrum earnings contribution. Turning to Slide 8. W&P fourth quarter net sales of $1.3 billion declined 15% versus the year-ago period due to volume decline. Within safety solutions, organic sales were down 20% on lower volumes, driven mainly by channel inventory destocking, most notably for Tyvek medical packaging products. Within water, organic sales were down high-teens, driven by distributor inventory destocking and lower industrial demand in China. Shelter solutions sales were down mid single-digit on an organic basis. The year-over-year decline has continued to improve, and we believe channel inventory destocking for construction has been completed based on distributor inventory now being back at normal levels. Operating EBITDA for W&P during the quarter of $314 million decreased 13% due to lower volumes and reduced production rates, partially offset by lower input costs and certain discrete item benefits of about $25 million. Turning to Slide 9, I'll review our first quarter 2024 outlook and full year guidance expectations. For the first quarter of 2024, we expect net sales of about $2.8 billion and operating EBITDA of about $610 million. On a volume basis, we are seeing similar inventory destocking trends from fourth quarter continue into 2024, driven by water solutions in China and in several of our industrial-based businesses. Recovery timing is expected to vary by end market as the year progresses, but we expect first quarter at the bottom on a consolidated basis. The expected sequential decline in operating EBITDA includes the absence of discrete items, which benefited fourth quarter as outlined earlier. The first quarter outlook also includes certain costs that further impact period margins primarily within W&P related to new capacity and safety as well as the impact of lower volume. For the second quarter, we expect mid single-digit sequential sales improvement and an approximate 10% increase in operating EBITDA from first quarter. This assumes volume improvement driven by reduced inventory destocking impacts in water solutions and medical packaging, continued electronics recovery, and favorable seasonality in ICS and shelter. Sequential EBITDA should benefit from this volume growth and additional realization of restructuring cost savings. For the full year 2024, we expect net sales to be between $11.9 billion and $12.3 billion with operating EBITDA expected to be between $2.8 billion and $3 billion. Year-over-year sales growth in the second half is expected to be driven by ongoing electronics market recovery, including improvement in semiconductor fab utilization rate and continued utilization improvement for PCB manufacturing within ICS, along with further abatement of channel inventory destocking in our industrial businesses. For second half earnings, drivers include volume improvement, outlined above, alongside expected mix benefits, as well as ongoing realization of cost savings. Our current outlook also includes a neutral net impact from price cost for the year as slight price declines are expected to be offset by the carryover benefit of lower input costs. We expect full year adjusted EPS in the range of $3.25 to $3.65 per share, which assumes the benefit of a lower share count is mostly offset by lower interest income, higher depreciation and a higher tax rate as detailed on our outlook slide. With that, we are pleased to take your questions, and I'll turn it back over to the operator to open the Q&A.
Operator:
Thank you. At this time, we will open the line for questions. [Operator Instructions] Your first question comes from Scott Davis with Melius Research. Please go ahead.
Scott Davis:
Hey, good morning, Ed, and Lori and Chris.
Ed Breen:
Good morning, Scott.
Scott Davis:
Good morning.
Lori Koch:
Good morning.
Scott Davis:
Good morning. Not a lot -- I mean, no huge surprises here, but some of the commentary around kind of price versus cost seemed a little bit incrementally cautious. Is that just a function of kind of weaker demand in general, just sloppy demand that's out there? Is it kind of a mix, just given how weak China is? Just level set, maybe I'm overreading this a little bit, so if we can just talk about kind of pricing power versus maybe what you're expecting overall in '24, that would be helpful.
Lori Koch:
Yes. So, overall, full year, we have about a 1% price decline in total on the top-line, and we expect carryover benefit from further raw material, logistics and energy savings to offset that, to be neutral from a spread perspective for a year. So, I wouldn't say it's any material change. We had always been in that camp in the raw material side with the pricing, maybe we're being a little bit cautious just based on where the volumes fit in the first half. But overall, no material change. And I don't know that 1% total price is all that material to the total company.
Ed Breen:
Scott, I'd also say, I think we said on the last earnings call, there's a couple of end markets we would probably have to give up a little price to maintain our market position. I don't want to get into the details what they are on the call. But generally speaking, we have been holding price across the platform and we continue to hold price across the platform. So, really no change there at all.
Scott Davis:
Okay. That's helpful. And guys, I think one change at the margin just we've seen this quarter is just China continues to be really weak and perhaps maybe even outlook for 2024 degrading a bit as we speak. But can you give us a little bit more color on your confidence in your guide as it relates to just the degradation in China being kind of over and perhaps we're at a bottom here?
Ed Breen:
Yeah. So, Scott, it was very interesting. I'll just kind of give you an overall DuPont comment on orders and then specifically the water business in China where we've seen a real significant destock. And by the way, overall, it was really interesting to watch. We were still declining, as we said, in the fourth quarter on our order rates. But through the month of January, we've had high single-digit growth pretty much across the platform except for Kalrez and biopharma, which we expect to come back later in the year before they pick up. I'll give you two other data points which are really interesting. And the water business declined in the fourth quarter, but through the first month of January, our orders were up 13%. And a chunk of that was the water business in China. And interestingly there, as you look at the order pattern of that increase, most of that starts May on, which is about what our distributors have been telling us when they bottom out on their inventory. And just another data point because it was one of the other ones we saw destock as we went through the back half of the fourth quarter was our safety orders, which include medical packaging, which was another one that had a significant destock. Those orders were up 10% in the month of January. And that, by the way, is a shorter cycle book than water. Water is the only one we kind of get booked out three months, four months because people are accustomed to having the book out that far, but most of our other businesses are very short cycle. So, the 10% up on the safety orders and medical packaging would bode well for the lift that we're expecting to see from first to second quarter on the top-line. So, it was really interesting, we were going still negative going into the end of the year and now pretty broadly positive for the month of January.
Lori Koch:
Yeah. And I would say on volumes in China specifically, they did -- they are still down on a full year basis, but we did see less of a decline as the year went on and it varied by business. So obviously, E&I was kind of first into the China downturn, and they actually delivered 1% volume growth in China in the fourth quarter. And then, as the year went on, we saw primarily the water business in China decelerate per Ed's comment. So, it is still a tough market in China, but it looks like E&I is on the upswing, and we expect further improvement in the W&P business in water starting towards the tail line of the second quarter.
Scott Davis:
Okay. Helpful. Thank you. I'll pass it on. Good luck this year. Bye, guys.
Ed Breen:
Thanks, Scott.
Operator:
Your next question comes from Mike Leithead with Barclays. Please go ahead.
Mike Leithead:
Yeah, thanks. Good morning, guys. I just wanted to follow-up...
Ed Breen:
Good morning, Mike.
Mike Leithead:
Good morning. I just wanted to follow-up on the inventory dynamics in W&P. I guess can you maybe help us better understand how the fourth quarter unfolded? Did your customers just stop buying at some point? Or just kind of what caught you so off guard with the declines there? And then, around the January improvement you just talked about Ed, I guess what do you make of it? Does it seem like those just delayed orders from your end? Or do you think end demand is truly getting better there?
Ed Breen:
Well, I think, there was a couple of things. I think we got hit a little harder than we were expecting in the fourth quarter, simply because it was most people's fiscal year end, and they're aggressively trying to work down inventories. By the way, as DuPont did, we were aggressively doing it. We accelerated it, as you could see from our cash flow and our inventory position even more in the fourth quarter. So I think it was just trended a little more than we expected. I'd also say I would add to that, remember that in W&P, specifically, 50% of our business goes through distribution. So, they can easily tell you just shut it off for two months or three months and don't ship them yet. And that's what we saw a little bit more of than we were expecting. But very interesting, as I said, it is a month, it's not a quarter yet, but most of those and those distributor orders turned around in the month of January. And again, it was pretty broad-based across the portfolio, ex a couple of these end markets that I talked about. And specifically, by the way, in safety, the distribution orders sort of coming into January, shelter were very heavy through distribution. And we know we've bottomed that. We actually expect slight growth this quarter and that to build a little bit more as the year goes on. And then, I mentioned the water one already, that's 40% globally through distribution, and it was mostly our distributor customers that delayed orders, not our end customers. So that's kind of the dynamic, but very interesting to see this January thing now.
Mike Leithead:
Great. That's super helpful. And then maybe a question...
Ed Breen:
And just, Mike, just an overall comment, we're 90% of short cycle company. It can go down pretty quickly and it can go up pretty quickly. A lot of this is hangover from COVID excess inventory, people working it off. And so, you can see the bounce back also.
Mike Leithead:
Well, it makes a lot of sense. And then second, maybe just a quick question for Lori. Can you talk about your expected cash flow conversion in 2024? You gave us CapEx, but should we expect any material cash needs for restructuring, pension or just some other key items there?
Lori Koch:
Yes. So, the pension should be roundly $50 million to $60 million of a cash funding. So no material difference from where it was in 2023. We had noted the CapEx, which also isn't a material change from 2023. We would expect to be, again, around that target of 90% conversion for 2024. We'll see how the timing of the volume lift unfolds. That could create a receivables headwind as you get into the back half of the year as you see that nice volume lift year-over-year. So, I expect it to deliver strong cash flow. We made a lot of progress on one of the areas that we really focused on with respect to inventory in 2023, and we're not going to give back that benefit that we saw and we'll work to hold on to those gains.
Mike Leithead:
Great. Thank you.
Operator:
Your next question comes from Josh Spector with UBS. Please go ahead.
Josh Spector:
Yeah, hi, good morning.
Ed Breen:
Good morning.
Josh Spector:
Good morning. Just on the second half expectations, so obviously, visibility is pretty low. But I mean, at the high end of your guide, you're kind of projecting that you could see EBITDA up about 15% maybe in the second half. What needs to happen for that to play out? Kind of what's the expectation on the volume or restocking dynamic that would see you get to that end of the range?
Ed Breen:
Yeah. So, by the way, just a few bullet points on kind of first half, second half ramp there, obviously, the increased semi fab and PC utilization rates, remember, semi is a very high-margin business for us. So, we see that coming back. And we've already started to see, as we just commented slightly, we're seeing an improvement. It was about 2% in the quarter. So, we clearly bottomed out there and we'll now lift. Destock will be mostly complete in the second half of the year. The only ones that might slip into the fourth quarter and we've taken that into account as biopharma and Kalrez, although many in biopharma think that's going to lift by the inflection point at the middle of the year, we're a little more cautious than it's -- maybe more of a fourth quarter, and then clearly improved factory absorption from the hits we've been taking there to keep inventory in line. And then we'll have more of the cost savings from the restructuring program. So, I'd say that's the big items that kind of build first half, second half. And obviously, just volume ramp in general because of destock ending.
Josh Spector:
Okay. Thanks. That's helpful. And just to maybe follow-up, just more on the first half, are there discrete items we should be thinking about first quarter to second quarter, so that 10% lift you potentially see. I guess, is there a headwind baked in there in the first quarter because you're taking additional inventory actions that's ex or something else that actually absent a material demand improvement improves earnings, or is this more destocking volume driven? Thanks.
Lori Koch:
Yeah. So sequentially, a lot of it is volume driven. So, we see about $150 million of revenue ramp first quarter to second quarter. That's primarily volume. We also see a little bit of a build in the cost savings program. So, we had mentioned it will really kick in at the end of Q1. So you'll see some ramp as you head into Q2. Those are the biggest items. The largest improvement is going to be the volume increase, though, first quarter to second quarter.
Josh Spector:
Okay. Thank you.
Operator:
Your next question comes from John Roberts with Mizuho. Please go ahead.
John Roberts:
Thank you. Just one for me. In shelter solutions, now that the channel is destocked, are you expecting a normal seasonal sequential improvement or below normal in that segment?
Lori Koch:
We would expect normal. So normally, 2Q and 3Q are the best quarters for shelter within 1Q and 4Q being lower than those averages.
John Roberts:
Great. Thank you.
Ed Breen:
Thanks, John.
Operator:
Your next question comes from David Begleiter with Deutsche Bank. Please go ahead.
David Begleiter:
Thank you. Good morning. Ed, you were very...
Ed Breen:
Good morning, David.
David Begleiter:
Good morning. You were very valuable electronics business as not being valued by the market, what are the options in your mind to unlock or have that value being realized?
Ed Breen:
Well, David, I think, look, we've got -- we're working our way through this destock. And I think the year is going to lift very nicely. I think we just have to be patient to see how it looks as we're kind of exiting 2024. And I think we haven't been in stability here with the destock going on in the short cycle nature. But to your point, David, it's a phenomenal franchise. We're in the sweet spot of it. We got a lot of upside coming with the AI opportunity. All these new facilities, fabs we have built are mostly advanced chips, which plays even more to our strength. So, when people can really see these numbers cranking again, as we're going through the second half of the year, we'll see how the company is valued.
David Begleiter:
Very good. And just on PFAS, Ed, what's your expectation for improvement on that issue this year?
Ed Breen:
Well, I think we're within days or a couple of weeks of the judge finally getting the whole water district thing done at all. I think it was just -- they're probably waiting. I think what's going on is they're just waiting to get one announcement from all the companies out. And I think 3M just last Friday, had their kind of I'll call it a preliminary hearing. So, I think that's very, very close to being finalized here. And then, nothing will happen on the personal injury cases most likely this year. However, our kind of take is, we like to settle these things before there's any trial, but they are going through picking some of the -- who would be the initial ones that would go to trial. I think there's 28 of those on the list right now and the judge and all will narrow that down to a smaller group. But I don't think that's a 2024 issue on that.
David Begleiter:
Very good. Thank you.
Ed Breen:
Thanks.
Operator:
Your next question comes from John McNulty with BMO Capital Markets. Please go ahead.
John McNulty:
Yeah. Good morning. Thanks for taking my question.
Ed Breen:
Good morning, John.
John McNulty:
So, Ed, we have a lot of new fabs coming on. I mean, just kind of looking at kind of high level, it looks like almost double digit coming on this year and then again in '25 and '26. I guess, can you help us or remind us when you get those wins, like when you see that? And how much of that cake is baked at this point? And then maybe any commentary on share wins or shifts that you might have seen on some of these fabs that are coming up?
Ed Breen:
Yeah, sales process works. We do a lot of application engineering and development directly with the top -- really, it's about 10 major customers in the semi side. So, it's really the win we get there, where it's processed at a fab is somewhat irrelevant to us. Although we like the fact that these fabs are coming on because the world thinks there's a lot of demand coming over the next cycle here in the semi world, which there should be because everything needs to chip nowadays and more of its advanced chips. But our win rate is really at the design stage with these 10 large customers around the world. And again, where they make it doesn't really matter that much to us, but still a very good sign. And I'd say, overall, market share does not shift much in this business. There is a couple of key players, especially on the higher-end chips and market share is pretty steady across the board year in and year out.
John McNulty:
Got it. Fair enough. And then on the shelter solutions side of the business, can you help us to think about what the utilization rates are now that it looks like you've kind of bottomed out in that business? And then, how we should think about the incrementals on that as volume starts to really come back?
Lori Koch:
Yes. So, we had mentioned we saw an improvement in volume as the year went on. The volumes in shelter were kind of down about 4% in the fourth quarter, and we expect them to be slightly up in the first quarter and then build from there to about 4% by the time we close out the year. So, the utilization rates will definitely improve. This is not a high fixed cost business. So when we talked about the absorption headwinds that we saw throughout 2023, that was primarily in the E&I side, and then it started to kick in a little bit on the safety side with the heavy assets in that portfolio. So there isn't a huge absorption headwind within shelter, but we will see some benefit from volume that would have a little bit of benefit absorption as the year goes on.
John McNulty:
Great. Thanks very much for the color.
Operator:
Your next question comes from Steve Tusa with JPMorgan. Please go ahead.
Steve Tusa:
Hi, good morning.
Ed Breen:
Good morning, Steve.
Steve Tusa:
Is there any reason over the course of this recovery, why your business should decouple from broad electronics trends? I mean, are you guys less exposed to what's going on in AI and data center? Have you guys -- do you think you've lost share anywhere because a different technology is required in those applications? I mean it just seems like electronics right now is kind of a multispeed world. And I think I would have expected a little more out of you guys so far, but maybe just some comments on how kind of coupled you're going to be to that recovery.
Ed Breen:
I think we're very coupled to it because the big -- one of the big demand drivers next year is data center and that's a lot of advanced chip applications. I won't say the customer's name, but there's one that's been out there very steadily that is requiring a lot of advanced chips that is a key customer of ours. So, that whole drive towards AI data center and the need for advanced chips plays right to the sweet spot of our portfolio. So no, we won't decouple at all. There's no area that's going to grow faster in the semi side that we won't participate in. That truly is our sweet spot as we go forward here. Remember, in a typical times, we've consistently outgrown the market to 300 basis points because of that dynamic.
Steve Tusa:
Okay.
Lori Koch:
Yeah. I think, Steve, too, so on semi, it's around a $2 billion business for us, about $700 million of that is data center. So it's a pretty large chunk. If you look at the results and the forecast that the OEMs are providing, it's oftentimes skewed by the price of the chip, which it has no impact on our volumes and our revenues. So that's one thing maybe just to clarify to make sure that if you're seeing lift in some of the OEMs, it's probably right now more coming from price, especially on the memory side. Our portfolio is about 30% memory, 70% logic foundry from a disposition perspective as well.
Steve Tusa:
Sorry. So you said $700 million of that as to what you can see clearly as being like data center related customers?
Ed Breen:
Yes.
Lori Koch:
Yes.
Steve Tusa:
And how fast did that grow in like the fourth quarter? Or did it grow in the fourth quarter?
Lori Koch:
Yeah. So, overall, semi volumes in the fourth quarter were down in the high single-digits as some of the OEMs continue to destock. So that's one other piece, too, is they could still be producing and they're producing out of inventory versus buying new materials to add to their inventory. But if you compare our results that have been released year-to-date versus the peers that sell materials in those subsegments they are in line.
Steve Tusa:
Okay, great. All right. Thanks a lot for the color. Appreciate it.
Ed Breen:
Thanks, Steve.
Lori Koch:
You're welcome.
Operator:
Your next question comes from Aleksey Yefremov with KeyBanc Capital Markets. Please go ahead.
Aleksey Yefremov:
Thank you. Good morning, everyone. I wanted to come back to water filtration in China. Do you have visibility into the underlying demand? Apparently, you do have destocking, but what data points are you tracking to understand how healthy the actual market is?
Ed Breen:
Yes. So, Aleksey, it's a great question. I would say true demand is down 3% or 4% negative. If you look at our direct customers we sell to over there, they have a little bit of destocking going on at their end, but by and large, when you look at their demand, again, they're in the 3% to 4%, some of them are 5% down, somewhere right in that range. But if you go to our distributor customers, they were down over 30%. And that's where we started to see orders come back through January for deliveries kind of in the May, June, July timeframe. And as I mentioned earlier, the water orders in January were up 13%. And a big part of that was the China orders from the distributors. So, the market is definitely down a little bit. But if we could just get all the destocking to come back, that's a huge swing for us even if the market for a little bit stays down. So, the inventory in China on water will bottom in that kind of May, June timeframe. And that's why I think we're starting to, obviously, then see these orders, at least preliminarily in January, come in kind of for that time period.
Lori Koch:
And just from a logistics perspective...
Aleksey Yefremov:
Thanks, Ed. And...
Ed Breen:
Yeah, go ahead, Lori.
Lori Koch:
Yeah. Maybe just real quick, on the logistics perspective, so Ed had mentioned an expected bottoming of the distributor inventory levels in China in the May-June timeframe. We ship from the US to them primarily. So, there's about a 60-day lag between when they need the material at their facility versus when we ship it, and then we recognize the revenue when we ship it. So, there will be a bit of a favorable impact from our perspective on revenue versus when it arrives at their facilities for use in China.
Aleksey Yefremov:
So, what is the sort of two to three year growth rate for the water business? Will it step down you think because China is slower, or this is temporary?
Lori Koch:
Yeah, we think it should still be in the mid-single-digit range. So, we think that China is just resolving of some higher inventory levels. If you look back at the volumes before we started to see a downturn globally, I'm going to talk about global volumes, water was up 8% in full year 2022. And then, in the first half, it was up 4% in Q1 and 9% in Q2, and then we started to see the downturn in Q3. So, we think it's a temporary dislocation. There's still a lot of confidence and opportunity for outsized growth versus GDP in the water business.
Aleksey Yefremov:
Thanks a lot.
Ed Breen:
Thanks, Aleksey.
Operator:
Your next question comes from Patrick Cunningham with Citi. Please go ahead.
Patrick Cunningham:
Hi, good morning. I'm just curious on your expectations for the retained businesses in the corporate segment into the year and given maybe we're starting to see a challenging auto and EV backdrop into the first half of the year.
Lori Koch:
Yeah. So, 2023 was very favorable for the auto industry, kind of up in that high single-digit range, and we would outperform that in the EV space just by about 25% to 30% of our portfolio is now EV. On a full year basis, though, for 2024, we do see it about flat from a volume perspective, in-line with where auto builds are. So, obviously, China is going to slow down a bit in 2024 off of a really strong 2023, especially tail end of 2023. But longer term, we're still very confident in the EV expansion opportunity and the pace of the EV growth, and we have a really nice position to continue to benefit from that, not only in the corporate retained businesses primarily with adhesives, but also within the W&P portfolio, Nomex. We've got a really nice opportunity on the e-motor side of the house with using Nomex as an insulator.
Patrick Cunningham:
Got it. Very helpful. And then just on Spectrum, how is it performing relative to expectations? And has it been hit by any residual destocking or deterioration in primary demand?
Lori Koch:
Yeah. It's in-line with our expectations. It's ramping nicely with the new customer win that we highlighted when we acquired the business, that's going very well. We've actually integrated the business within the company and combined it with our Liveo healthcare business to further take advantage of those commercial synergies that continues to be a nice opportunity for us.
Patrick Cunningham:
Okay. Thank you.
Ed Breen:
Thanks, Patrick.
Operator:
Your next question comes from Vincent Andrews with Morgan Stanley. Please go ahead.
Vincent Andrews:
Hi. First, can you just clarify on the full year remarks? When you talk about sales and profit growth in the back half, are you talking 3Q and 4Q? Or maybe not 3Q, but definitely 4Q?
Lori Koch:
It starts in 3Q. It's greater in 4Q from a year-over-year perspective.
Vincent Andrews:
Okay. And then, Ed, can I ask you the destocking is what it is and it's going to be what it's going to be. But thereafter, in managing these businesses and investing in them and presenting them to the investment community, how do you think about shipments versus demand and making sure that we don't get into another situation where the supply chain lines up with more products than we'll ultimately want? Or is that not something that you can really have the visibility on to control and that, too, will just be what it's going to be?
Ed Breen:
Vincent, only twice in my like, I think, 26 years now doing this, has this happened. So, it's a very rare event. I mean it was obviously -- look, you know the semi stores, just they overshot so much on inventory. But a lot of this was COVID-driven, the craziness of the supply chain. It's just not something that would normally happen. It really is kind of one of those once in opportunities or dislocations let me say it that way. And by the way, interestingly, it goes down rapidly in a short cycle and can go up rapidly. It happened -- by the way, the little bit of '08, '09 was destocking. It was mostly a true recession where demand was down, but I'd say about a third of that then turned into destocking because of the situation. And so, it got worse quicker than people were expecting, but that recovered also fairly quick. So, I don't -- I just don't see something like this happening again. And we are almost, as I said, almost all the short-cycle business so we really saw it across a lot of the portfolio in normal times, you're just not going to overshoot.
Vincent Andrews:
Okay. Thanks very much...
Ed Breen:
I mean, semi will overshoot once in a while, but not to the extent of what we saw here the severity of it.
Vincent Andrews:
Okay. Thank you again.
Operator:
Your next question comes from Frank Mitsch with Fermium Research. Please go ahead.
Frank Mitsch:
Yes, hi. Good morning. Ed, you indicated that, obviously, you made a proactive decision to work down your inventories. And you've mentioned a couple of times the negative impact of factory absorption in 4Q and in '23. I was wondering if you could size that for us. And obviously, the expectation is that, that's not necessarily going to continue in '24, so that should be a nice tailwind for you?
Lori Koch:
Yeah, Frank, we had a little north of $200 million of absorption headwinds in 2023. Most of that in E&I. It did kick in a little bit towards the tail end of the year in 2023 for W&P, and that will continue in Q1 as well. So, we do see absorption headwinds in Q1. Right now, given that our full year midpoint guide of $12.1 billion is about flat with this year. On a year-over-year basis, we don't really see material absorption tailwinds because volumes aren't materially improving. There will be improvement first half, second half, because the volume story is different first half, second half. But in the guide that we have provided, we didn't take in material benefits. Obviously, if that plays out, [indiscernible] that could be a change, a positive change, but initially, that's where we sit.
Frank Mitsch:
Okay. Got you. So, perhaps there's some conservatism built in there, which I kind of got the sense when you're talking about price cost for '24 being neutral, I would assume that you saw some benefits from price cost in the fourth quarter. Could you size that for us?
Lori Koch:
Yeah. We did see benefit in the fourth quarter in the $50 million to $75 million range. We do see some further tailwinds year-over-year in Q1, just really from that carryover benefit of the raws that we were buying that were stuck in inventory and are now coming out. But right now, our view is that we would still see those benefits about $100 million on a full year basis in '24, but we expect about a 1% price get back with a lot of it being in the shelter business as we had kind of been flagging all along. That's where we got the most price to begin with in the 2022, 2023 timeframe.
Frank Mitsch:
Okay. Great. Thank you.
Ed Breen:
Thanks, Frank.
Operator:
Your next question comes from Arun Viswanathan with RBC Capital Markets. Please go ahead.
Arun Viswanathan:
Great. Thanks for taking my question. Obviously, a lot of the questions have been answered. But just wanted to reconfirm, so I know that you made the statement that your volumes could snap back quickly. But is that -- are you a little at all concerned with that happening now with maybe China growing at a slightly lower structural growth rate going forward? Maybe you can just comment on what you're hearing out of China.
Lori Koch:
Yeah. I mean even if China potentially is at a lower structural growth rate year-over-year, it's coming off a pretty [indiscernible]. So, full year volumes in China were down in the mid-teens. And so, it's not a high hurdle to jump off of as you head into 2024 to deliver growth. We still have a lot of confidence longer term in those markets that are highly rooted in China, especially on the electronics side, and on the water side, we expect improvement.
Ed Breen:
Yeah. Arun, just turning to the electronics side, I don't think we're being overly aggressive. We've talked to our large customers when you look at the fab utilizations, we're basically going from the low 70%s we said to the low 80%s. In really good times, they run in the 90%s. So, we probably still have more upside that would kick in, in that part of the business even going into 2025. It's not all -- we're not assuming it all snaps back in 2024 to where it had been running.
Arun Viswanathan:
Right. And then, given that we have experienced a fair amount of volatility here in cyclicality, one of the transformation kind of strategies was to reduce that peak to trough cyclicality. Do you feel still the same way about the current portfolio as far as lowering that cyclicality post transformation...
Ed Breen:
I totally do...
Arun Viswanathan:
...or other businesses that would qualify for disposition at this point?
Ed Breen:
No. I totally feel, in normal times, it will be more consistent portfolio. An unusual time here with the destock and the inventory build from COVID and all short cycle, but now these are good secular businesses. We've got good market position. So, we feel good about where we're at. Just got to get through this period and start lifting.
Arun Viswanathan:
Got it. Thanks.
Operator:
Your next question comes from Steve Byrne with Bank of America. Please go ahead.
Steve Byrne:
Yeah, thank you. Your businesses within W&P heavily relying on distributors. I'm curious how much visibility do you have, not just on your own products in inventory at these distributors, but competitor products. And the reason I ask is I'm just wondering whether or not you're seeing the potential for a shift to competitor products perhaps in water in China. Anything that you're seeing there that is a concern on the competitive front?
Ed Breen:
No, Steve. And by the way, we're tracking -- because of [indiscernible], we're tracking way closer with our distributors. The good news is our distributors in China, there's a handful of really big ones. So, if we can get our arms around that -- we've asked the competitive issue, and we're very close to them. I don't see any issues there at all.
Steve Byrne:
Okay. And how would you look at your businesses and highlight any opportunities for a new technology or a new application of your products that could really drive growth? Anything that you would highlight? An example would be like water moving into lithium extraction. Do you see any meaningful...
Ed Breen:
Yeah, I would give you two and you just said the one. The lithium opportunity could be substantial for us because that needs a ton of filtration as you guys know. And the other, I would just say big trend out there that we've already talked to, but has a real good opportunity for us because it's in our sweet spot is the whole AI thing. I would say they would be the two big ones.
Steve Byrne:
Thank you.
Ed Breen:
All right. Thanks, Steve.
Operator:
Our final question comes from Mike Sison with Wells Fargo. Please go ahead.
Mike Sison:
Hey, good morning. Ed, when you think about the earnings power of DuPont, when you look at the second half of '24, the run rate EBITDA is going to be much higher than the first half. So, when we think about growing into '25 and beyond, so we take that second half run rate and then -- where do you think the earnings power is longer term, '26, '27 in terms of EBITDA?
Lori Koch:
Yeah. I mean we, obviously, exited a higher margin than where we started the year. So, our current expectations is we would exit butting up against 26% EBITDA margin in the fourth quarter. We've always said that we think the EBITDA margin profile for the total company should be in that 27%, 28% range, and we don't have a change to that with E&I being in the low 30%s and W&P in the kind of mid-20%s. So, we exit the year, as I had mentioned, butting up against 26% kind of in the low $800 million range. If you look back to our peak earnings in late 2022, they were more in that $850 million range, and they didn't have Spectrum in them. There's still a clearly opportunity for us to see to continue to expand beyond that run rate that we'll expect to see at the end of this year.
Ed Breen:
And maybe just to add one for the longer term, and again, stabilized times, half this portfolio should outgrow GDP and the other half should grow with GDP, just to give you a feel, and that would be the magnitude. One of the things, as I mentioned a minute ago, still has to come back even more in 2025 is the semi industry and the utilization rates still decline from where we would exit '24.
Mike Sison:
Got it. Thank you.
Ed Breen:
Yeah, thank you.
Operator:
This concludes our Q&A session. I will now turn the call back to Chris Mecray for any closing remarks.
Chris Mecray:
Well, thank you all for joining the call. For your reference, a copy of the transcript will be posted on our website as usual. This concludes our call. Thank you.
Operator:
This concludes today's conference. You may now disconnect.
Operator:
Good day, and welcome to the DuPont Specialty Products USA LLC Third Quarter 2023 Earnings Conference Call. [Operator Instructions] And finally, I would like to advise all participants that this call is being recorded. Thank you. I'd now like to welcome Chris Mecray to begin the conference. Chris, over to you.
Chris Mecray:
Good morning, and thank you for joining us for DuPont's third quarter 2023 financial results conference call. Joining me today are Ed Breen, Chief Executive Officer; and Lori Koch, Chief Financial Officer. We have prepared slides to supplement our remarks, which are posted on DuPont's website under the Investor Relations tab and through the webcast link. Please read the forward-looking statement disclaimer contained in the slides. During this call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainties, our actual performance and results may differ materially from our forward-looking statements. Our Form 10-K, as updated by our current and periodic reports, includes detailed discussion of principal risks and uncertainties which may cause such differences. Unless otherwise specified, all historical financial measures presented today are on a continuing operations basis and exclude significant items we will also refer to other non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure is included in our press release and presentation materials and have been posted to DuPont's Investor Relations website. I'll now turn the call over to Ed.
Ed Breen:
Good morning, and thank you for joining our third quarter 2023 financial review. This morning, we announced third quarter results, and delivered solid earnings accomplished through strong operating execution by our teams despite ongoing volume headwinds, including channel inventory destocking and continued weak demand in China. We reported sequential operating EBITDA growth of 5% and margin improvement of 140 basis points in the third quarter. We also produced strong cash flow during the quarter, with adjusted free cash flow almost 50% higher than the year ago period, highlighting our efforts to prioritize working capital improvement in a challenging global business environment and normalizing after last year's global supply chain difficulties, compared to third quarter of 2022 organic revenue declined 10% due primarily to the impact of incremental channel inventory destocking, along with lower volumes from semiconductor and construction end markets. Within our electronics portfolio, our Interconnect Solutions business recorded a second straight quarter of sequential sales lift as underlying demand improvement and normal seasonality contributed to an 8% sales increase. We also saw signs of stabilization with the semiconductor markets and expect some sequential sales improvement from semiconductor technologies in the fourth quarter. Third quarter volume was lower than expected, primarily due to incremental channel inventory destocking, including with our distributor customers, which was evident in the Water Solutions and Safety Solutions lines of business. In this environment, we remain focused on controlling discretionary spending and are also planning additional restructuring actions to continue to ensure we can drive sound operational and financial performance, targeting at least $150 million in annualized run rate cost savings, which we expected we would see later in the first quarter of 2024. It's always difficult to precisely time market inflections, but current industry forecast within electronic submarkets going to recovery by 2024. This includes forecast for PC shipments to grow mid-single-digits, driven by replacement demand, smartphone shipment growth in the mid-single-digits, also driven by replacement demand, and new product launches, and for server demand to gradually improve next year. This growth is supported by the rapid surge in demand for AI servers as well as replacement for traditional servers. In general, demand for high-performance and high-density memory chips is accelerating, supported by AI growth, as well as overall growth for new mobile product launches. This directly correlates with DuPont's product strengths within the semiconductor and consumer electronics markets. Despite the near-term headwinds we are experiencing, we are confident that our key end markets are well-positioned for long-term growth, and we expect these structurally attractive markets will provide the foundation for DuPont's value creation looking ahead. Turning to Slide 4. We significantly advanced our strategic and capital allocation priorities during the quarter to drive shareholder value. First, we closed the acquisition of Spectrum on August 1, which fits nicely alongside our Liveo health care-related product line within our Industrial Solutions line of business with E&I. We are pleased with Spectrum's operating results to-date, which are aligned with our modeled estimates. We are excited to welcome the Spectrum team, which is currently focused on executing new revenue growth opportunities stemming from significant customer wins earlier in the year. Second, I am pleased to announce that we are in the process of closing today the previously announced sale of our roughly 80% ownership interest in the Delrin business, the remaining piece of the former M&M segment held for sale to the private equity firm, TJC, and a transaction value in the business at $1.8 billion. This deal was structured to maximize value for our shareholders. It provides significant upfront cash proceeds with minimal expected tax impact, which can then be deployed in line with our strategic priorities. It also provides an opportunity for us to participate in future upside returns upon the exit of our retained interest in Delrin. TJC has an excellent track record of creating value, and we look forward to leveraging their talent and focus to continue to grow the high-quality Delrin business. Regarding share repurchases, in September, we completed the $3.25 billion accelerated share repurchase transaction launched last November. We then launched a new $2 billion ASR, which we expect to complete during the first quarter of 2024. Combined these two ASR transactions, we have repurchased approximately 15% of our outstanding shares when complete, reflecting our continued commitment to returning capital to shareholders as part of our balanced financial policy. Including these ASRs and the proceeds from the Delrin sale, we anticipate finishing the year close to our target net leverage ratio of about 2.1 times. Further, we anticipate using a significant portion of excess cash during 2024 for incremental share repurchases once the ASR is complete. With that, I'll turn it over to Lori.
Lori Koch:
Thanks, Ed, and good morning. Our teams continue to execute well in a softer volume backdrop driven by broad-based inventory destocking, demonstrating strong financial discipline and focus on operational excellence. I am most pleased with the sequential margin improvement registered by each of our segments in the third quarter as well as our strong cash performance in the period. Given volume headwinds, the delivery of stronger margins and better cash flow are attributed to execution around lowering our input costs, coordination with the operating teams to rightsize our inventory position, as well as overall progress with productivity via operational excellence initiatives. We are very focused on operating discipline and pleased that site level operating execution is positively positioning us for solid margin upside as volumes recover. We expect to see evidence of this in 2024 given expected recovery in key end markets, including electronics. Turning to our financial highlights on Slide 5. Third quarter net sales of $3.1 billion decreased 8% versus the year ago period, a 10% organic sales decline was slightly offset by a 2% portfolio benefit due primarily to revenue contribution from spectrum acquisition. The organic sales decline reflects a 10% decrease in volume, resulting primarily from semiconductor and construction end markets as well as the impact of channel inventory destocking. E&I and W&P organic sales declined 13% and 8%, respectively, while the retained businesses and corporate reported 1% organic sales growth, including mid-single-digit growth in the adhesives portfolio. From a regional perspective, consolidated DuPont sales decreased on an organic basis globally versus the year ago period with Asia Pacific, North America and Europe down 12%, 10% and 2%, respectively. China sales were down 16% on an organic basis versus the third quarter of 2022, though E&I sales in China increased sequentially in the quarter and saw smaller year-over-year declines in each of the last three quarters. Third quarter operating EBITDA of $775 million decreased 9% versus the year ago period, driven by lower volumes and the impact of reduced production rates primarily within E&I as we align inventory with demand, partially offset by lower endpoint costs related to raw materials, logistics and energy along with the portfolio benefits from Spectrum. Operating EBITDA margin during the quarter of 25.3% was down 50 basis points versus the year ago period driven by volume pressure in the high-margin semi business and reduced production rates, primarily within the E&I segment, offset partially by cost equation benefits, which increased somewhat from second quarter levels. On a sequential basis, operating EBITDA was up 5% and operating EBITDA margin improved 140 basis points. Decremental margins for the quarter was 31%, enabled by cost deflation and aggressive actions taken year-to-date to reduce spending. As I mentioned earlier, I am pleased with our cash flow improvement during the quarter. Optimizing working capital performance continues to be a top priority for us. On a continued operations basis, cash flow from operations of $740 million, less capital expenditures of $119 million, resulted in adjusted free cash flow of $621 million in the third quarter, a 47% increase versus the year ago period. Adjusted free cash flow conversion during the quarter was 151%, an increase versus last year, and much improved compared to the first half of this year. We currently expect to finish the year with conversion around our targeted level of 90%. Turning to Slide 6. Adjusted EPS for the quarter of $0.92 a share increased 12% compared to $0.82 in the year ago period. Below-the-line benefits, including a combined $0.16 benefit related to a lower share count and lower net interest expense more than offset lower segment earnings. Other below-the-line benefits, including a lower tax rate and lower foreign exchange losses, contributed $0.06 to adjusted EPS improvement versus the year ago period. Our tax rate for the quarter was 24.6%, down from 26.2% in the year ago period, driven by the impact of a rate true-up in the year ago period, and lower than our previously communicated modeling guidance as discrete tax headwinds were lower than expected. Our expectation of a full year 2023 base tax rate of 24% remains unchanged. Turning to segment results, beginning with E&I on Slide 7. The E&I third quarter net sales of $1.4 billion decreased 9% as organic sales declined 13%, offset partially by a portfolio benefit of 4% from the Spectrum acquisition. The organic sales decline reflected a 12% decrease in volume and a 1% decrease in price. At the line of business level, organic sales for semiconductor technologies were down high teens versus the year ago period, resulting from a continuation of inventory destocking across the channel and, to a lesser extent, ongoing weak end market demand and the impact of China trade restrictions. On a reported basis, semiconductor technology sales were flat sequentially in the third quarter. Within Interconnect Solutions, organic sales declined 11% year-over-year due to both volume and price declines, driven by the pass-through of lower metal pricing. Volume continued to be impacted by weak smartphone, PC and tablet demand, particularly in China, along with more moderate inventory destocking, which we believe is largely complete. On a sequential basis, the Interconnect business reported a second straight quarter of sales improvement, with sales up 8%, driven by seasonality as well as some underlying demand improvement within PCB markets. Organic sales for Industrial Solutions were down high single-digits versus the year ago period, due primarily to destocking within biopharma applications for our Liveo product line, and continued lower demand in electronics related end markets. These declines were partially offset by increased demand for OLED display materials. Operating EBITDA for E&I of $383 million was down versus the year ago period, primarily due to volume declines and lower operating rates to better align inventory with demand, slightly offset by a portfolio benefit related to Spectrum. Operating EBITDA margin increased 140 basis points sequentially during the third quarter. Turning to Slide 8. W&P third quarter net sales of $1.4 billion declined 8% versus last year as volume decline of 9% was slightly offset by a 1% increase in price due to the carryover impact of actions taken last year. Within Safety Solutions, organic sales were down high single-digits, due primarily to channel inventory destocking. Shelter Solutions sales were down high single digits on an organic basis, driven by continued demand softness in construction markets and ongoing channel inventory destocking. On a sequential basis from the second quarter, shelter sales increased slightly, and we expect narrow year-over-year declines in fourth quarter. Organic sales for Water Solutions were down mid-single digits versus the year ago period due primarily to inventory destocking, including key distributor customers and lower industrial project demand in China, mainly impacting reverse osmosis. We expect generally flat sequential volumes in the fourth quarter versus the third quarter. Operating EBITDA for W&P during the third quarter of $362 million decreased versus the year ago period due to lower volume, partially offset by the impact of net pricing benefit. Operating EBITDA margin of 25.6% increased 70 basis points year-over-year and 100 basis points sequentially from the second quarter. Turning to Slide 9, I will close with a few comments on what we are seeing in the fourth quarter and how that translates to our full year 2023 guidance. Underlying consumer electronics demand in the fourth quarter is expected to be generally similar to the third quarter, with some sequential sales is expected in semiconductor technologies. As mentioned earlier, we saw additional channel inventory destocking and slower industrial demand in China, mainly impacting Water Solutions compared to prior expectations, and we assume these same trends to continue through the end of the year. As a result of this incremental volume softness, we are adjusting our net sales and operating EBITDA guidance and now expect full year net sales to be about $12.17 billion and operating EBITDA to be at about $2.97 billion, which is at the low end of our prior range. For the fourth quarter, we expect net sales of approximately $3 billion, with a sequential decline versus third quarter, driven predominantly by additional inventory destocking in the Safety Solutions line of business and, to a lesser extent, by the impact of seasonality and incremental currency headwinds. We expect full year 2023 adjusted EPS to be approximately $3.45 per share, which is the midpoint of our prior guidance range. With that, we are pleased to take your questions. And let me turn it back to the operator to open the Q&A.
Operator:
[Operator Instructions] Your first question comes from the line of Jeff Sprague of Vertical Research Partners. Your line is open.
Jeff Sprague:
Thank you, good morning, everyone.
Edward Breen:
Good morning, Jeff.
Jeff Sprague:
Good morning, Ed. A lot going on in these channels, obviously. Do you have any kind of sense or how do you measure kind of your sell-in versus sell-through trying to kind of understand kind of what that incremental headwind is from inventory versus just kind of general demand trends? And maybe just a little bit of color on how much more you might have to do on inventory or production to kind of get things where you need them to be balanced out?
Ed Breen:
Yes, Jeff, so we did a pretty detailed analysis of it. And I think a good way to look at it is, what is our distributor customer's doing versus our direct end customers. So maybe just to give you a couple of numbers on the W&P side of our business, about 50% of our volume goes through distribution and the other 50% we sell direct to customers. And so we did a whole analysis, obviously, because the distributors, you can see quick what's going on with them and almost across the board, the distributor network is destocking pretty broadly. And it's, on a percentage basis, down significantly more than our direct customers. So just one because it hit us this quarter, our water business in China, which is mostly reverse osmosis, was down as 36% of it goes through distribution, the rest we sell direct to customers. But a third of our sales that go through distributors in China, it was down 36%, through distribution was down about 12% direct to the customer base. So, if you do that analysis in our safety business, you get very similar trends going on. So, clearly, the distributors are going through a destock. And I'm sure as we're approaching year-end, everyone is trying to get their inventories kind of where they want them. Now, by the way, having said that, my take is that the destock obviously goes into the first quarter if we just started to see it in some of these W&P businesses. But I would think the distributors work it down fairly quickly after we're kind of exiting the first quarter. But that same trend applies almost across the board when you do that analysis. It's the distributors are way down vis-à-vis the direct customer channel.
Lori Koch:
And on the absorption question, we're still in the same general ballpark in the second half is where we were in the first half. There's a little bit of a mix and we'll be taking a little less absorption headwinds in E&I and a little more in W&P as we see the destock continue as we head into the fourth quarter, but in total, the number is about equal to the first half.
Jeff Sprague:
Great. And I was wondering if you could give us a little color on restructuring also, Ed, I think you mentioned $150 million run rate. I wasn't sure if that was full year 2024. But maybe just give us a sense of how much restructuring tail you have in 2023, the incremental benefit you expect in 2024? And as volumes kind of hopefully improve into 2024, some of that just kind of discretionary temporary stuff that kind of comes back into the P&L?
Ed Breen:
Yes. So, on an annual basis, Jeff, we'll be about $150 million of savings, kind of spread between plant fixed costs and functional costs or mostly G&A expense, not touching R&D at all. And by the way, just to back up on that. Lori and I have been looking at this kind of how we can do some restructuring for over a year. So, we're not doing it just in response to what's going on. I think I would have said on other earnings calls, we started looking at it actually a summer ago how could we streamline a little bit more. So, we're ready with that. We'll start seeing the benefits on the restructuring in the - towards the tail end of first quarter. We'll get going on it by the middle of December. So, by time it hits, we get things going, and you'll start to see the benefit then. So, you'll kind of get three quarters of the benefit for a big chunk of that in 2024. A little bit of that would potentially come back on the fixed costs - the plant fixed cost side as volumes pick up, but not all of it. So, you'll get a little bit of it coming back in as we see the volumes lift, but that's basically the program.
Jeff Sprague:
Great. Thank you.
Ed Breen:
Thanks.
Operator:
Your next question comes from the line of Scott Davis of Melius Research. Your line is open.
Scott Davis:
Hi, good morning everybody, Ed and Lori, Chris.
Ed Breen:
Hi Scott.
Lori Koch:
Good morning.
Scott Davis:
Good morning. A couple of things. I mean, just to follow-up on Jeff's question because it just seems like it's so important and topical for you guys. I mean there's kind of two reasons why people destock inventory, right? I mean one is maybe the lead times come down, and they feel like they can get it fast. And two is they're really worried about their customers not wanting product. And I'm talking at the distribution level, not your direct. What do you think are the main drivers of this kind of incremental, because we've been talking about the inventory destock for several quarters now. And this quarter seem like it almost got a little bit worse, particularly in water and protection.
Ed Breen:
Yes. Scott, I'd just give you a ballpark in my thinking. I think two-thirds of it, or 75%, something like that is really that the supply chain healed itself. It's pretty darn normal for everybody again. So everyone sat on excess inventory. I mean, look, we're doing the same thing. We had 151% cash conversion. We're lowering our inventory levels because we have built up more than what normally would during COVID, and every other CEO I talk to is doing the same thing. And by the way, I think as the pressure you're getting near the end of your year, you're really trying to get things in line for 2024. So I think a big part of it is that. But there's certainly as a percent of people just more worried is there a recession coming. You got an inverted yield curve for 18 months. People start getting nervous. There’s always been a recession. So I can't say that's not - if that's in there. But I think the bigger part of it is we just all build excess inventory. We got what we can get during COVID. And probably I'll give you one example because we're seeing some destocking on the metal packaging side. A year ago, I had most of the CEOs of the medical device companies personally call me, pleading that we could ship more Tyvek material for packaging so they could shift their products out. And I remember telling them all, in fact, I sent a letter to the trade industry. I said our shipments to you are up 18% so far this year. I mean, I can't do much more. And that was everyone scrambling to get it and then they overshot. And now I probably shouldn't be surprised we're seeing some destocking on the medical packaging side. So I think that's just a great example. That has nothing to do with the recession, that's just everyone had too much.
Scott Davis:
Yes. That's great color and makes a lot of sense. I want to ask about price. And I know the two segments are just way different. E&I, you manage price versus cost, and W&P maybe there's a little bit of a different price strategy. But when you think about like this new normal of higher inflation, wages, other costs, not explicitly material costs, but other costs, how do you think about price in a future construct, meaning maybe entering into 2024? It's probably more of a valid question for W&P, but maybe you can address for both segments and give us a little bit of sense of what you think happen there?
Ed Breen:
Yes. Scott, I don't think 2024 will be what you'd consider a normal year. In a normal environment, a few years in a row just normal things, which we haven't had in four years for anybody, I would - we would always get like 1.5% to 2% price lift in the W&P business. Our goal in 2024 is to hold on to as much pricing as we can. And you, obviously, see us and others were getting benefit from price/cost spread that we saw in the third quarter, which helped us out. We'll obviously see it in the fourth quarter. So our goal is to really manage that well for 2024 because there's still quite a bit there. Now we're not going to get all the costs back by renegotiating contracts. Everyone's trying to hold price of our vendors are trying to hold it too. But we're still up to about $225 million that we've gotten back that we - so I mean, that's pretty significant for us. And so we're hoping to hold that for next year. My gut is we're going to give up some pricing in the shelter business, because we don't want to lose market share. But a lot of the other businesses will really be managing that tightly. But then if we ever get - we get back to normal time, hopefully, 2025, we would look at that 1.5% to 2% price increase. And then electronics, we just try to hold about flat. And usually, we're flat to down 1%, but you get nice volume lift.
Scott Davis:
Good color. Thank you. I’ll pass it on. Appreciate it.
Ed Breen:
Yes, Scott. Happy talking to you. Thank you.
Operator:
Your next question comes from the line of Steve Tusa of JPMorgan. Your line is open.
Steve Tusa:
Hi, good morning.
Ed Breen:
Good morning.
Steve Tusa:
Can you just update us on what you actually expect for - what was the price/cost spread this quarter and what you expect now for the year?
Lori Koch:
Yes. So our full year number, we ticked up to $225 million versus the last quarter, we had expected about $140 million. So we're seeing that deflation benefit come through in the back half. So in the third quarter, we saw net about $75 million benefit. We'll see that tick up to around $100 million in the fourth quarter.
Steve Tusa:
And so does some of that carry into next year?
Lori Koch:
Yes.
Steve Tusa:
Okay. And then I guess…
Lori Koch:
We will continue into next year with the caveat that we don't place not as an earlier comment what the price is going to do. But we do expect the deflation benefit to continue because it took its time to get through inventory this year.
Steve Tusa:
Got it. And then just kind of a philosophical question on how you think about next year. I mean, your exit rate now on some of these businesses just from a revenue perspective, is more negative, you're taking revenue down. You talked about some of it being destock, which is effectively an easier comp next year in the second half of the year. I mean, do you think with this profile that you guys can still grow revenues next year?
Ed Breen:
Yes, yes. I think the first quarter, Steve, to your comment, will be light, more similar to the fourth quarter because I don't think the destock will end, but back quick, but the distributors will move very fast. They stop ordering it for a while. They literally - we've talked directly to them and they're like, just don't ship me something for a few months, and then we'll be back on track. So yes, I think the first quarter will be on the light side, but I think after that, we'll see some nice lift. I would certainly by then, the electronics part of our business, which you know is highly profitable, I think will be back to a really nice lift. Just on the semi side, the fabs are running a little below 70% utilization. I think if you do the math on what the industry is thinking, they're going to kind of get up as the year goes more to 80% utilization the following year, more like the 90% where you would run at. So you'll start to see some - on a percentage basis, some pretty nice lift. And then we've had two quarters in a row of ICS lifting. So it's clearly off the bottom. That will, I think, continue to grow as we go through next year. So I think you're kind of through the electronics one, although we're kind of now doing a destock on the W&P side. And remember, we're mostly short cycle, so we'll see it first. And then, I think, by the second quarter, you'll see a lot of that destock over with, and you'll see the volume lift.
Steve Tusa:
One last one for you. I mean, you've been through a few cycles, DuPont having, I guess, high-single-digit to even double-digit organic volume declines. I mean, are we already in a recession here in your mind?
Ed Breen:
I'm trying to - one foot in, yes. I've been there for a while, by the way. I track a lot of economic indicators, as I said earlier, when you see the yield curve where it's been and all, there's always been a recession. So, I like to manage, I guess, conservatively. So, I've been telling the team for a long time, just prepare for a softer environment. And if we're wrong, great, we'll have done all the right actions to position ourselves. But yes, I think there was this quarter just reading all the results from companies I saw, they were pretty mixed.
Steve Tusa:
Right. Great. Thanks a lot.
Ed Breen:
And people are mostly missing on the volume not on their EBITDA.
Steve Tusa:
Right. Yes, thanks a lot.
Ed Breen:
Okay Steve.
Operator:
Your next question comes from the line of Michael Leithead of Barclays. Your line is open.
Mike Leithead:
Great. Thanks. Good morning guys.
Ed Breen:
Good morning.
Mike Leithead:
Ed just on the Delrin sale, can you maybe speak to why this monetization structure was sort of the best ultimate outcome? And then relatedly, maybe for Lori, when should we expect the note receivable to accrue? Or I guess, when do you get that $350 million in cash?
Ed Breen:
Yes. So, we liked it. Look, we sold Delrin in a tougher environment than when we sold the rest of M&M. So, this optimized what we could get for the asset over a few year period. We're getting $1.2 some billion upfront. We're writing 20% equity in it. TJC has a phenomenal track record. So, my gut is we have some nice upside coming from the retained interest that we have in the business, that's to be proved out, but I'm highly confident in that. It is a good business. It should do well over the next few years. So, we think that optimizes our position. So, we sold it at $1.8 billion in value. My gut is we can end up nicely above that with the equity that we have. So, - and by the way, it just goes to our whole capital allocation strategy. It was not a business we wanted to be in long-term, even though it's a good business. We're taking the volatility out of the portfolio and we'll redeploy that cash. And as we said in our prepared remarks, we will actually do more share repurchase after the ASR ends next year because we're in a great balance sheet position and we'll have good free cash flow, and we plan on buying back more shares.
Lori Koch:
Yes. And Michael, on the debt. So, we gave them a $350 million loan. It's an eight-year loan if the venture were to go that long. So, like normally, they would monetize quicker than that, then we would get the repayment of the loan. So if it went to the longest poll, it would be eight years, but it's most likely not the reality.
Mike Leithead:
Great. That's super helpful. And then second, I was hoping maybe you could give us a bit more color on the moving pieces within the Corporate and Other segment. I assume the retained businesses are doing fairly well in the auto backdrop. So, can you speak to what's kind of the moving pieces there? And should we expect that business to continue to deliver some level of double-digit millions of EBITDA?
Lori Koch:
Yes. So, the business is just for a refresher that are in corporate or primarily the auto adhesives business, and then we have Tedlar and multi-base, but the largest end market served is Automotive, and there's a large EV exposure there. So, we saw a nice mid-single-digit volume growth again. We expect for a full year from a volume growth perspective the auto adhesives to grow up in the high single-digits and we continue to expect really great things from that business with the EV penetration that we've seen. So, from an earnings perspective, they were up very nicely as well. We saw nice earnings growth and margin appreciation in the third quarter. In the fourth quarter, we have a little bit of a deceleration, just a lot of their exposure is in the U.S. with automotive. So, there's some headwind from the strike that fortunately is now over, but there will be a little bit of a headwind from the October impact. And then the U.S. car build right now from IHS are expected to be down. But overall, the trajectory of this business is really strong. They had a great 2023, and we expect a really strong 2024 again.
Mike Leithead:
Great. Thank you.
Lori Koch:
Thank you.
Operator:
Your next question comes from the line of John McNulty of BMO Capital Markets. Your line is open.
John McNulty:
Yes, thanks for taking my question. So it looks like the electronics end markets seem like they're starting to stabilize a little bit. You expect semi technologies to be up quarter-over-quarter. Can you add some color on what you expect from the other two subsectors in the E&I division? Do you see normal 4Q seasonality? Is there maybe a little bit of destock in the Industrial Solutions side? I guess, can you help us to think about the trends there?
Ed Breen:
Yes. So semi will lift a little bit. So I would still say bounce along the bottom, but getting through the destock. And when I say a little bit, a few percentage points sequentially up in the business. The ICS business will be down some, but that's all seasonality. If you look at it just the normal drop you see in seasonality, it's less. So the business continues maybe a few more points to improve after the last two quarters of improvement. So kind of less seasonality because the business is recovering. And then on the industrial part of E&I, we'll definitely see a little bit of destocking there. The biopharma destocking, which is in that business picked up some during the quarter. So I expect that to continue into the fourth quarter and hopefully be kind of done by them with that. And there's just a little bit of other destocking going along with some of our distributors in that business. So nothing significant, but I think that will see a little bit of softness.
John McNulty:
Got it. Okay. Thanks. And then maybe just as a follow-up. I think as we get to kind of mid-December, the opt-out period should be kind of done on the PFAS side. I guess, can you give us any update on the water district settlement? Is there anything that you can speak to at this point? It seems like that should put a lot of lot of kind of the pressures behind you, but I guess any update there would be helpful.
Ed Breen:
Yes. So we - the date that's coming up here is the deadline for the opt-outs is December 4. And then we will see a list of who the opt-outs are on December 6. And then there's a final fairness hearing in South Carolina on December 14. So it's all kind of happening that first two weeks of December. And I really can't add any other color. I just don't have any other facts in front of me. We're feeling obviously very good about it, and highly confident that this will get signed off and get done. And I'd just add, obviously, people are talking to the key water districts around the country. So we're feeling good, and hopefully, we're close to getting that cemented.
John McNulty:
Great. Thanks very much for the color.
Ed Breen:
Yes, thanks.
Operator:
Your next question comes from the line of David Begleiter of Deutsche Bank. Your line is open.
David Begleiter:
Thank you. Good morning.
Ed Breen:
Good morning.
David Begleiter:
Ed or Lori, just on the restructuring, do you have any more color you can provide some more concrete examples of where that $150 million is going to come from?
Lori Koch:
Yes. So we had mentioned that it will primarily come from plant fixed costs and then the G&A or the functional cost to the overhead structure of the company. So the plant fixed cost is really a function of the destocking and what we can do from a volume perspective. So looking hard at contractors, looking part of the plant fixed costs spends, looking hard at making sure that we can temporarily adjust our cost structure to the line with the volume environment that we're seeing. And then on the kind of the SAR side or the functional costs, general and administrative, that's just continued cleaning out. So as Ed had mentioned, we're constantly looking to make sure that we're running to lead in an efficient organization as possible. So that's where the focus will be. We really won't be touching R&D and marketing and sales. So we believe this - this destocking period is temporary, and so we really need to be prepared when it comes back on the other side to be able to take advantage of the upside. So that really won't be the focus to be more on the plant costs and the functional spend.
David Begleiter:
Understood. And then just on interconnects and semis, did you gain any share this year? Or is there any new technology products in the pipeline that you think can grow share this year or next year?
Lori Koch:
Yes. So there's examples in both. So within semi, really around the packaging side, we've seen some nice share gains. And also just in general, we've seen an uptick on the advanced new components. And so if you actually look at our performance in the quarter, we had nice growth with TSMC as they continue to expand their advanced nodes and take advantage of the AI revolution. So we saw nice growth on the semi side. And then within ICS, we had a new application with 1 of the large smartphone producers, which took advantage of a material that crossed over our metallization business to be able to have a key win there. So that was part of the sequential growth that we saw in the quarter will we continue to be. It's on every single model of the phone, but with a one producer, so it's a nice vendors.
David Begleiter:
Thank you.
Operator:
Your next question comes from the line of Aleksey Yefremov of KeyBanc Capital Markets. Your line is open.
Aleksey Yefremov:
Thanks and good morning, everyone. This is Rob in for Aleksey. My first question comes around the Shelter Solutions business. Just in terms of where do you think we are in the destocking cycle there in demand? And then how good is your visibility into 2024 here?
Lori Koch:
Yes. So we saw less of a year-over-year headwind in Shelter in the third quarter versus what we saw in the first half that we feel like things are starting to normalize a little bit and then our expectations for the fourth quarter are to see less volume declines, less we're seeing year-to-date. So it feels like things are normalizing a little bit. Obviously, there's a little bit of disparity from a market perspective between the resi and the commercial side. A lot of the growth that was on the commercial side is more in commercial applications where we don't have a big footprint like, for example, around the data centers. Our exposure in commercial is more around education and healthcare and government, where there hasn't been that step change growth, it's really been more on the data center side. But in general, it feels like we're nearing the end of the significant downturns. We expect the volumes in the fourth quarter to be more down in the mid-single digits versus the double-digits that we've seen all year. So it feels like it's starting to normalize, and we do believe that destock is now behind us. So now it's just a function of when the demand returned.
Aleksey Yefremov:
Okay. Very helpful. Thank you. And then just a question for me on - you mentioned China trade restrictions and the impact it had on the semiconductor technologies business. Wondering if you might be able to quantify that impact there. And then just any updated view on the recently announced restrictions there? Thank you.
Lori Koch:
Yes. So no change to our current view of about $60 million of a revenue headwind from the exposure. So a lot of our…
Ed Breen:
For the year.
Lori Koch:
For the year, yes. So it's about $15 million of order. So a lot of the restrictions have more been in the advanced node spaces that we don't have a huge footprint with the Chinese players from that perspective. So it's only about $60 million for us.
Operator:
Your next question comes from the line of Josh Spector of UBS. Your line is open.
Josh Spector:
Yes, hi. Thanks for taking my question. So I just wanted to ask on fourth quarter. I mean it kind of seems like the puck is moving around in different areas in terms of destocking. But if I heard you right, your sales guidance is kind of flattish in the different segments sequentially. Semis is picking up, which has the highest drop-through, and you're expecting some higher raw material benefits. So what would drive EBITDA down sequentially $20 million, $25 million versus flat to up?
Lori Koch:
Yes. So we see the underlying revenue down about $100 million once you - on an organic basis. So we will get another quarter of the Spectrum business first third quarter. But if you take that out, we see underlying organic revenue down about $100. So it's about split between seasonality and currency being about half of the headwind with the seasonality being within the - primarily the smartphone and consumer electronics business in ICS and Shelter as they strength throughout the summer months. And then currency, we do see as a bit of a headwind sequentially. And then the other half of it is from the medical packaging piece that Ed had mentioned earlier. So we do see some medical packaging pullback in the fourth quarter as those device makers destock from the overbuy that happened over the recent quarters. So it's really just and then the EBITDA, you have a net benefit from additional spreads. We have mentioned there's about $25 million of additional benefit from spread, but that $100 million impact from the volume decline kind of net you out to the surrounding the $50 million that we guided to for the fourth quarter versus the $775 million that we posted in the third quarter.
Josh Spector:
Okay. Thanks. I appreciate that. And I mean, just if you kind of come back to electronics and semis. I think Ed, you said utilization rates in the mid-70s. I think we've maybe troughed in the high 60s, but you guys haven't really felt as much of that pickup. I guess, as you look at things improving, how much is semi reconnecting your business year-on-year just from a reconnection to where the rate is now? I mean, is that mid-single digits or higher, just on where we’re resonating now perhaps inventory or it would be a different math to get to a different level? Thanks.
Ed Breen:
Well, the fabs have been - to your point, have been running kind of if you lump them all together. I think you would average out in the high 60s. And I think if you go through all the projections out there and also talking to our customers, that high 60s is going to ramp through 2024, up to - by the time you get maybe in the third quarter, beginning the fourth quarter up to maybe a little over 80%. So you still won't be back according to projections to kind of over 90% till you enter into 2025. But again, going from high 60s to 80% is a nice lift during the year. And then more of that production will be advanced nodes, which back to Lori's point a minute ago, plays to our strength that's usually why we outgrow 200- to 300-basis-point what the market is doing. But it's also - by the way, you also got to look customer by customer on the semi side because some are still - we're shipping out of inventory. But all the signs I saw from all their reporting publicly, they've seen their bottom, it looks like, pretty much across the board. But I don't think the lift will be dramatic in the - at the beginning of the year. But I think as the year sequences, we'll see nice lift occurring in that business.
Josh Spector:
Okay. Thank you.
Ed Breen:
Yes, thanks.
Operator:
Your next question comes from the line of Vincent Andrews of Morgan Stanley. Your line is open.
Vincent Andrews:
Thank you. A couple of questions here. First on the distributor part of the supply chain, not just for you, but for pretty much everybody seems to have taken it more on the chain with the overstocking and then the destocking. Do you have a sense of whether that was just - they’re little too over jealous with principle risk loading up and then on the way back down is the issue just that they don’t have the same access to credit or just the higher rates. And I guess, what I'm getting at is, do you think, over time, your terms with distribution and maybe some of your other customers are going to need to change in a way that might require you to hold more working capital or to give them incentives to move it along? And I guess I'm just sort of asking what's going to ultimately break the log jam of the game of hot potato of nobody wanting to hold inventory?
Ed Breen:
Yes. I don't think it's - I really think it's just - we all overbuild inventory. Direct vendors and distributors through the COVID period, I mean we all talked about it. And I go back to my example on the medical packaging side. The customers were just yelling for us to get more to them. And usually, when that happens, you see an overshoot happen, and some of them probably even double order. I've been through that before in my career, and then you get the snap back. So I think that's what we're going through is that they're adjusting their inventory back to appropriate levels. They don't have to worry about carrying excess inventory because supply chains are normalized again. And again, we're doing the same thing. We're feeling confident about being able to get supply of all our different components. And so we're working our inventory levels down from what were elevated levels because of the COVID stuff. So I don't think that you'll have to worry about different terms or anything with our distributors.
Vincent Andrews:
Okay. Good to hear. Lori, can I just ask you what's updated thoughts on minimum cash levels that you want to keep just as we think about next year and your free cash flow generation versus what you might do from a share repurchase perspective?
Lori Koch:
Yes. So we'll still target about $1.5 billion of minimum cash levels. As we had mentioned on the call, we'll look to return a significant portion of our cash flow to shareholders next year through share repurchases. So will be done with the existing ASR at some point later in the first quarter, and then that will give us the ability to get back into the market underneath the new program. As I had mentioned, we have the Delrin proceeds coming in at some point today. So we'll have that cash come in the door. And then when we're in an open window, again, we'll be able to do more share repurchase.
Vincent Andrews:
Okay. Great. Thanks so much.
Operator:
Your next question comes from the line of Frank Mitsch of Fermium Research. Your line is open.
Frank Mitsch:
Good morning. I wanted to - wanted to follow up on…
Ed Breen:
Good morning, Frank.
Frank Mitsch:
Hi, Ed. How are you doing?
Ed Breen:
Good, good.
Frank Mitsch:
Wanted to follow-up on Spectrum. You indicated that financially, it was performing in line with your projections. So I was just curious, I think you indicated that you expected like something like $45 million of EBITDA for the balance of $23 million since you closed on August 1. And also I think you guys indicated you get about $20 million of synergies. So are those numbers still accurate? What's your take on Spectrum so far?
Lori Koch:
Yes. So Spectrum is performing according to plan. They've got nice growth on a year-over-year basis, especially within the medical device side. The majority of the business is medical device. There is a piece that goes into industrial. And it's really based on some nice key wins that they've had with some of the large medical device producers. So we're pleased with the performance that we've seen as the numbers that you had cited earlier are still on track. And then the synergy delivery is $60 million in total, it's over a couple of year timeframe for us to realize the synergies, but that continues to remain on track as well. Obviously, the initial synergy delivery will come from some overhead consolidation that we get after the procurement-related synergies and maybe some of the site-related synergies over time.
Frank Mitsch:
Very helpful. Thank you, Lori. And if I could follow up on semiconductor technologies. You indicated that AI growth is going to help this business in the future. Can you give us an idea of the size that you anticipate AI to grow to over 2024, 2025 in terms of your semiconductor business?
Ed Breen:
Well, I will go, Frank, more high level. I think a lot of the growth we'll get will allow the semiconductor business - again, once we get through the downturn here and all that, that this business can grow kind of mid- to high-single-digit, which, by the way, it was doing before all the destock hit. Again, if the market grows 5 to 6 to 7 points, we'll grow 200 to 300 basis points above that. And that 200 to 300 basis points is mostly because of that high-end ship, because of AI enablement and all that and that plays to our sweet spot. So that's how we get that outsized growth usually over the market and AI plays right into that.
Lori Koch:
Maybe just to help to size it for you, too. So within our semi portfolio, we have about a $700 million business in data centers overall and about a little more than one-third of that is direct to AI. So that's the nice portion of growth that we continue to see above the overall MFI projections.
Frank Mitsch:
Very helpful. Thanks so much.
Ed Breen:
Thanks, Frank.
Operator:
Your next question comes from the line of Steve Byrne of Bank of America. Your line is open.
Unidentified Analyst:
Hi. [Rob Hoffman] on for Steve Byrne. Just going back to the Spectrum business. Now that you've had the business for a couple of months, - do you see any opportunities for cross-selling to these medical device companies?
Lori Koch:
Yes. That was one of the large theses for the revenue synergy upside was that they are very strong and have great relationships on the medical device side, and we're very strong and have great relationships on the biopharma side, and how can we bring those two pieces together to generate revenue synergies? So it's been a couple of months and that the theses as we've initially seen it continues to play out, and we'll - and we don't have the revenue synergies on the hand right now, but we see nice opportunities as we continue to integrate these two businesses together.
Unidentified Analyst:
I see. That's great. And then which of your businesses do you see the most potential for share gains and new product introduction versus volumes that are driven primarily by cyclical recoveries?
Lori Koch:
Yes. I mean I think, if we see - if we take it by segment within E&I, we've mentioned that - we should see 200 to 300 basis points of outsized market growth within semi, and that's a combination of share gain and just where our exposure is in advanced nodes in the areas that are growing faster than others. We also see a step-change opportunity within the general consumer electronics space. We have seen some nice share gain on the metallization side. It will continue to show in the top line as the PCB providers start to ramp up their utilization rates to more normal levels, but we have seen we have seen our performance versus some of the peers in the metallization space, be better. And then within the W&P portfolio, we continue to expect nice growth within water. Obviously, we're in a destock right now, but we'll see nice growth more from a secular basis. So just that water industry is generally growing in mid-single digits, which is a nice market for us. And on the safety side, it's really going to be we've added capacity now, and we have to - we'll get step-change growth from utilizing that capacity. So we're nearing the completion of an additional line for Tyvek. We've constrained in the Tyvek market for years. And so we'll - we'll see some nice lift there as we fill up that asset, and we've recently expanded some capacity within the new technology in the Kevlar space. So it's a new opportunity for us to bring a lighter weight Kevlar to the market, and we look for good things from that business as well. I mean, and Shelter generally should be more along the GDP-type grower.
Unidentified Analyst:
Understood. Thank you.
Lori Koch:
Thanks.
Operator:
And our final question today comes from the line of Arun Viswanathan of RBC Capital Markets. Your line is open.
Arun Viswanathan:
Thanks for taking my question. Hey, just wanted to take a quick try it at maybe kind of mid-cycle or longer-term earnings growth. If you think about volumes kind of maybe double-digits below normal in electronics and then some leverage on a recovery there, you're exiting the year at around $3 billion of annualized EBITDA. Would that imply something in the 3.3 to 3.6 kind of range as far as when you take a look at longer term or mid-cycle where you want to get to? Thanks.
Lori Koch:
Yes. I mean longer term, you should get back into the - if we were running the E&I portfolio, I think, is where your focus was in the more of the 32% margin range, and we should see the volume kind of return there over time as the utilization rate at the large PCP guys and the semi guys return. But if we look more near-term as far as headwinds, tailwinds as we head into 2024, there's definitely tailwinds from volume growth from the electronics recovery and normalization of the destock. And there's obviously, incremental tailwinds from the deflation we had mentioned as we go forward, and then the benefit of the restructuring actions that we are now taking and we'll start to see the benefit of at some point later in the first quarter. And then just from an EPS perspective, we do continue to lower our share count. So we'll see lower fourth quarter share count versus the full year, which will carry us into 2024. And then we'll have the incremental benefit of the $2 billion program that we'll complete in the first and then advance shares new share takeout as well. So we see a nice EPS benefit that we've seen as we took shares out throughout 2023. The headwinds, though, are, I think we will continue to see the industrial destock impact the water and safety businesses primarily in the first quarter. So that will be a headwind to the first quarter. We will see most likely some price modernization or get back primarily in the shelter business as I had mentioned. So we'll try and maintain that as long as we can, but we will be cognizant of potential share loss and potentially has to be giving some back there. And then just we have taken some aggressive actions on the compensation side in 2023. So we are paying a below-target variable compensation payout this year, and so we would most likely see normalization of that as we head into 2024. And so those are the big puts and takes with the one extra exception from a below-the-line perspective around interest income. So we did see about $145 million of interest income this year just as we held the proceeds from the Celanese transaction in the first half before we could deploy them to Spectrum and then the full share repurchase program. So we would see a step down in 2024 from interest income from about $145 million this year to probably $20 million next year.
Arun Viswanathan:
Thanks.
Operator:
I would like to hand the call back over to Chris Mecray for closing comments.
Chris Mecray:
Okay. Thank you all for joining our call this morning. And for your reference, a copy of our transcript will be posted on our website. This concludes our call. Thank you.
Operator:
That does conclude our conference for today. Thank you for participating. You may now all disconnect.
Operator:
Thank you for standing by. My name is Sydney, and I will be your conference operator today. At this time, I would like to welcome everyone to the DuPont Second Quarter 2023 Earnings Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. Chris Mecray, you may now begin your conference.
Chris Mecray:
Good morning. And thank you for joining us for DuPont's second quarter 2023 financial results conference call. Joining me today are Ed Breen, Chief Executive Officer; and Lori Koch, Chief Financial Officer. We have prepared slides to supplement our remarks, which are posted on DuPont's website under the Investor Relations tab and through the webcast link. Please read the forward-looking statement disclaimer contained in the slides. During this call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainties, our actual performance and results may differ materially from our forward-looking statements. Our Form 10-K, as updated by our current and periodic reports, includes detailed discussion of principal risks and uncertainties, which may cause such differences. Unless otherwise specified, all historical financial measures presented today are on a continuing operations basis and exclude significant items. We will also refer to other non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure is included in our press release and presentation materials that have been posted to DuPont's Investor Relations website. I'll now turn the call over to Ed.
Ed Breen:
Good morning. And thank you for joining our second quarter 2023 financial review. This morning, we announced quarterly results with revenue and operating EBITDA better than our previously communicated guidance. This performance reflects our team's ongoing strong execution, while facing continued volume pressure and consumer-driven end markets, mainly electronics. In the second quarter, organic revenue declined 4% versus the year ago period despite mid-teens organic declines from the Interconnect Solutions and Semiconductor lines of business within E&I. We continue to see broad demand strength in industrial end markets, including water, automotive, aerospace, as well as healthcare, along with continued carryover benefit of pricing actions taken last year to offset inflationary pressure. Notably, operating EBITDA, operating EBITDA margin and adjusted EPS were all up sequentially from first quarter. After nearly a year long downturn, we also saw a sequential sales lift in Interconnect Solutions of 7%. We also continue to be proactive in taking additional actions within our control to minimize the impact of volume declines given near-term slowdown in select end markets, while also focusing on optimizing cash generation. Turning to Slide 4. We continue to advance a number of strategic priorities for accretive and value-added capital deployment. Yesterday, we announced completion of the Spectrum acquisition, a leader in critical specialty devices for healthcare end markets. This acquisition fully aligns with our strategic objectives of increasing topline growth through customer-driven innovation and expanding our Industrial Technologies growth pillar, while adding to our current offerings in the high-growth healthcare market. Spectrum is being integrated into our Industrial Solutions line of business where it fits nicely with our existing Liveo franchise with annual sales of about $500 million, Spectrum together with Liveo and our Tyvek Healthcare Packaging business increases our total revenue in healthcare markets to about 10% of our portfolio with expected growth rates above the company average. Spectrum's year-to-date performance has been solid, and we are pleased that operating results are in line with our deal model estimates, which include an estimated operating EBITDA margin of approximately 22%. We are excited by Spectrum's complementary fit and specifically our ability to leverage incremental growth opportunities, including synergies from cross-selling and the complementary accounts new and faster product development and deeper design and co-development partnerships with OEMs. Further on M&A, we continue to make progress with our Delrin business divestiture and our expectation of closing this planned transaction around year-end 2023 remains unchanged. There has been good interest in the asset to date. Regarding share repurchases, we expect we will complete the $3.25 billion accelerated share repurchase transaction launched last November within a month. We also intend to complete our remaining authorization through a new $2 billion ASR to be executed shortly thereafter. Regarding the water district settlement that was announced in June jointly with Chemours and Corteva, this settlement comprehensively covers PFAS-related claims of public water systems starting the vast majority of the US population. Our portion of the settlement is about $400 million, and we expect final approval about six months following preliminary approval, which we expect to receive shortly. Regarding broader capital allocation goals, yesterday's closing of the Spectrum deal and the new $2 billion ASR essentially completes the deployment of excess cash remaining from the M&M divestiture last November. Our current capitalization remains very sound. And as a reminder, we have no significant debt maturities until November 2025. We are comfortable with a net leverage point around 2x as an equilibrium target going forward. Before I turn it over to Lori to review our financial performance, let me add that we remain excited about the visible growth drivers enabled by our technical innovation teams and application engineers who are squarely focused on helping customers solve their most complex challenges. To name just a few, strong growth is expected in the semiconductor industry with the ongoing global investment in new fabs. Overall growth of the semiconductor industry is anticipated to be high single-digits over the coming five-year period. We have the leading materials that enable the next generation of advanced chip manufacturing and packaging, which includes significant technology and support from the emerging generative AI revolution. Within water, we continue to drive growth in desalination and which order markets and then helping customers achieve their sustainability goals. Finally, our auto adhesives business is well positioned to continue to capture growth with its product offerings and electric vehicles. With that, I'll turn it over to Lori.
Lori Koch:
Thanks, Ed, and good morning. Our focus remains on operational excellence and strong execution, and we are pleased to have delivered financial results ahead of expectations despite volume pressure in some of our most profitable lines of business in electronics. Turning to our financial highlights on Slide 5. Second quarter net sales of $3.1 billion decreased 7% as reported and 4% on an organic basis versus the year ago period. Currency results in a 1% headwind from dollar strength against key currencies most notably the won and yen, and we also saw a 2% headwind related to portfolio changes. Breaking down the 4% organic sales decline, a 6% volume decline was partially offset by a 2% pricing gain reflecting continued carryover benefit of actions taken last year to offset broad-based inflation. Volume decline primarily reflects continued demand weakness in consumer electronics coupled with inventory destocking across the channel and some softness, including destocking in North American construction related markets. Lower volume in these consumer turbine end markets was partially mitigated by continued strength in water, automotive, aerospace and healthcare markets. Volume within electronics and construction end markets during the quarter was down 15 the year ago period, while our remaining industrial-based businesses were up about 4%. From a regional perspective, Europe sales in the quarter were up 4% on an organic basis, while North America and Asia Pacific were down 3% and 8%, respectively versus the year ago period. China sales were down 14% on an organic basis, driven mainly by the electronics demand weakness, but increased sequentially versus the first quarter. Second quarter operating EBITDA of $738 million decreased 11% versus the year ago period, driven by lower volumes and the impact of reduced production rates in electronics as we align inventory with demand. Operating EBITDA margin during the quarter of 23.9% was down 110 basis points versus the year ago period, driven by volume pressure, reduced production rates and mix headwinds in the high margin steady business. On a sequential basis, operating EBITDA and operating EBITDA margins were up from the first quarter. Decremental margins for the quarter was 40%, excluding the impact of absorption headwinds related to reduced production rates within electronics, decremental margin was below 20%, enabled by aggressive actions taken year-to-date to reduce discretionary spend. Adjusted EPS in the quarter of $0.85 per share was down 3% versus last year, which I will detail shortly. Looking at cash performance. I would first like to highlight that we have made a reporting change effective with today's second quarter results and are now providing cash flow disclosure separated between continuing and discontinued operations. This change is being made to improve visibility into cash flow generation and cash flow conversion of the ongoing businesses. On a continuing operations basis, cash flow from operations during the quarter of $400 million less CapEx of $123 million resulted in adjusted free cash flow of $277 million and associated conversion of 73%. This reflects significant improvement versus last year on a comparable basis, driven by lower inventory. Adjusted free cash flow included a benefit of about $80 million in reduced inventory and a headwind of about $200 million related to interest payments. Optimizing cash flow continues to be a top priority for us. On adjusted free cash flow and conversion improved sequentially, we still have work to do to get to our target levels and expect further improvement in working capital metrics by year-end. Turning to Slide 6. Adjusted EPS for the quarter of $0.85 decreased 3% compared to $0.88 in the in the year ago period. Lower segment results more than offset below the line benefits, including a $0.19 benefit related to lower net interest expense and a lower share count. A higher tax rate and exchange loss during the quarter resulted in adjusted EPS headwind of $0.08 per share. Our tax rate for the quarter was 23.7%, up from 22.6% in the year-ago period, driven primarily by geographic mix of earnings. Turning to segment results, beginning with E&I on Slide 7. E&I second quarter net sales of $1.3 billion decreased 14% and organic sales declined 12% due to lower volume, along with currency headwinds and an unfavorable portfolio impact of 1% each. At the line of business level, volume for Semiconductor Technologies decreased 19%, while Interconnect Solutions volume decreased 15% versus the year ago period. The decline in Semi Tech resulted from a continuation of lower semiconductor fab utilization rate due to weak end market demand as well as inventory de-stocking across the channel. Chip fab utilization rates in the second quarter averaged in the low 70s on a percentage basis. The decline in Interconnect was driven by continued weak smartphones, PC and tablet demand along with channel inventory destocking. Our PCB customers in China offerings in the second quarter with utilization rates slightly improved from the mid-40s during the first quarter, which was a cycle low. The PCB market has been in a slowdown for a year now and we are beginning to see signs of improvement within our Interconnect business, illustrated by first and second quarter sequential growth of about 7% and with further expected sequential growth in the third quarter. Sales for Industrial Solutions were flat on an organic basis as pricing and ongoing strength in broad-based industrial markets were offset by lower demand in largely consumer-driven areas, such as advanced screening applications and those tied to electronics markets, including OLED display. Operating EBITDA for E&I of $349 million was down versus the year ago period primarily due to volume declines and lower operating rates to better align inventory with demand, partially offset by reduced discretionary spend. Turning to Slide 8. W&P's second quarter net sales of $1.5 billion were flat versus last year as organic sales growth of 1% was offset by a 1% currency headwinds. Organic growth of 1% reflects a 5% increase in price resulting from the carryover impact of pricing actions taken last year, mostly offset by a 4% decrease in segment volumes due to declines in shelf care solutions. At the line of business level, organic sales growth was led by Water Solutions, which was up mid-teens on continued demand growth for water filtration led by reverse osmosis and ion exchange resins, along with benefits from carryover pricing. IT Solutions sales were up mid-single digits on an organic basis driven by carryover pricing and volume strength in Kevlar and Nomex with an aerospace and automotive market, especially for EVs, coupled with Tyvek strength in health care. Shelter Solutions were down 12% on an organic basis, driven by demand softness in construction markets as well as de-stocking, although we do expect a reduced impact from de-stocking in the second half. Operating EBITDA for W&P during the quarter were $368 million, up 6% or operating EBITDA margin of 24.6%, increased 140 basis points versus the year ago period. The improvement resulted primarily from net pricing gains and disciplined cost control, which more than offset volume declines. Turning to Slide 9, I will close with a few comments on our outlook and guidance for the third quarter and full year 2023. Regarding the demand environment, we continue to expect fairly steady demand in most of our industrial end-markets within E&I and W&P although, we expect sales moderation in our Water business due to slower demand in China. Within Electronics, we saw stabilization and some early lift in our Interconnect Solutions business. The 7% sequential improvement in sales during the second quarter, and we expect mid-single-digit sequential growth to follow, in the third quarter. We believe, challenging markets likely bottom during the second quarter, and we assume net-net sales in the second half will improve slightly on a sequential basis. Given ongoing consumer electronics demand headwinds, notably in China, we have tempered the rate of second half growth to prior assumptions. We are adjusting our full year 2023 guidance to account for the slower cadence of recovery in electronics, including our actions to continue to reduce production to align inventory with demand. In addition, our third quarter and full year guidance now includes the estimated contribution from Spectrum beginning August 1. For the full year, we now expect net sales to be between $12.45 billion and $12.55 billion, operating EBITDA to be between $2.975 billion and $3.025 billion and adjusted EPS to be between $3.40 and $3.50 per share. For the third quarter 2023, we expect revenue of approximately $3.15 billion, operating EBITDA of approximately $755 million and adjusted EPS of approximately $0.84 per share. With that, we are pleased to take your questions, and let me turn it back to the operator to open the
Operator:
[Operator Instructions] Your first question comes from the line of John McNulty from BMO Capital Markets. Your line is open.
Bhavesh Lodaya:
Hi. Good morning. This is Bhavesh Lodaya for John. Maybe on the Water business, the Water business tends to be a bit less cyclical compared to your other businesses. Can you add some color on what is driving the softness in China? What changed there since maybe last quarter? And what kind of recovery do you expect maybe over the next couple of quarters?
Ed Breen:
Yeah. We think the next couple of quarters or just a little bit later will be closed in China, and it's really slowness in the industrial economy in China right now, which obviously should rebound here at some point, but we're expecting that to be a little softer in the second half of the year that, by the way, that's growth that we've had in that business is double-digit growth. So we're just saying it's going to moderate some still growth, but just slower growth in the second half of the year. But as that business has done quarter in, quarter out. It grows at a pretty nice clip, and I expect this China to improve some. That growth rate will pick up also. Remember, 70% of that business is a renewable business that's steady. So I think a couple of quarters maybe a little later in China, is what we're seeing.
Bhavesh Lodaya:
Got it. And then in Electronics great to see the inflection coming in Interconnect Solutions, we have also seen some positive MSI data points. What are you hearing in semis technologies? Like, when do you expect an inflection there? And maybe any color on your order books for electronics that you're seeing this quarter so far?
Ed Breen:
Yeah. So just probably just back to the ICS one, that started to decline and destocking started about the middle of 2022. So it's almost been kind of 10 months that in a downturn in the first quarter, it was really one at the bottomed. And then we did see 7% sequential pickup, and we're expecting mid-single-digit pickup by the forecast we had for the third quarter. So obviously, that's starting to come nicely off the bottom. The semi 1 is the one we tempered a little more in the second half. We look like we hit the bottom in the second quarter. We're not gauging much upturn in the third quarter. Instead, we're assuming we have another quarter kind of near the bottom are just very slightly up from that. And then we think somewhere the inflection point is more in the fourth quarter, but it's hard to tell what month you actually see it. So we did pick it up a little bit in the forecast in the fourth quarter, but not significantly. So that's the thing we kind of tapped down when we gave you the guidance here today. But I think we've seen the bottom in semi, and we're seeing the lift begin in ICS now. Remember, ICS is still negative. As a way to come back still, but it was down over 20%, and we're starting to write it back. Those will still be negative in the third and fourth quarter on a year-over-year compare.
Bhavesh Lodaya:
Appreciate the time. Thank you.
Ed Breen:
Thank you.
Operator:
Your next question comes from Christopher Parkinson from Mizuho Securities.
Christopher Parkinson:
Great. Thank you, so much. If we could circle back very quickly to the ICS side, there's been a bit of a difference between how China handset sales have been trending of late versus the rest of the Western world in terms of how to think about that I'd love some comments on how to think about that into the second half of the year, as well as you do have a few customers with some potential new launches in the second half. So just in terms of the normalization process, it would be very helpful to get some commentary on how to think about that as it turns more into the second half, but probably more importantly, even based on kind of the renewed, I'd say, much lower bar than we've seen in the past, let's say, 1.5 years or so? Thank you.
Ed Breen:
Yeah. Let me comment, and I'll turn it to Lori by just - I don't want to say customer names, but we're in good shape this year on the new models being introduced by a couple of the large cell phone players. So from a market share standpoint, we know which phones we're in, and we're in a better position than we were last year, not that we were in a bad position at all last year. But we feel like we're in a good position with the launch of the new models coming in. We know what we're in, in those phones. And by way, clearly, one of the things I think you all know we're in is the Kapton technology for the 5G antenna is a key component for us, along with some other components, but that's a key one. Lori, do you want to just talk about the timing?
Lori Koch:
Yeah. On the smartphone and broadly, the consumer electronics recovery. That was part of the revision that we had in the second half. So our original expectations on a full year basis for smartphones would be down about 1% and PCs down about 7%. We revised expectations on each of those end markets along with the industry forecast for smartphone sound to be more in the 5% range in PC is supposed to be low double digit. So - but that does embed year-over-year growth in the fourth quarter. So it sounds like one more quarter of year-over-year down in the third quarter and then recovery that's worth into the more normal market and most likely setting up for a strong 2024, those markets are in maybe through the destock and returning to more of a normal demand in growth.
Christopher Parkinson:
That's very helpful. And just as a very quick follow-up, just on the W&P side. You've seen some very, very solid growth out of Water Solutions, but you did have some comments as it pertains to the kind of the second half based on some fairly difficult comps to my understanding. Can you sit on kind of what's the outlook for this business? Just - is that just - is your commentary solely a function of just the difficult comps and you'd expect kind of a reacceleration in 2024? But if you could just hit on that kind of cadence and how we should be continuously thinking about that business in the long term? That would be very helpful. Thank you.
Ed Breen:
Yes. I think the way to look at that, that business is consistent, it is choppy, some quarters. We have a big installation we're doing and all that. So it's not going to be every single quarter. But generally, that business grows kind of mid to high single digits pretty consistently. And this past quarter, we had even a better quarter the not on the growth rate. But again, it can be lumpy. But when you kind of smooth out the whole year, I think that's the way to look at it kind of in that 6% to 8% growth range when you smooth out the year. And look, I expect China activity will pick up. It's hard to tell if there's a little bit of excess inventory also that is part of it, but we're again expecting a couple of just lighter quarters. But I think quarters with growth in the third quarter, but just lighter than we had in the second quarter. And I think, again, it's a consistent business. And it has been since we've had it. So I don't expect it to continue to grow in that range.
Lori Koch:
And to Ed's comment on the lumpiness, if you put a 2 year stack on the volume, we're up high single digits every quarter. So there is lumpiness of it comments around sometimes the projects work going on. But in general, it's really strong growth for us. And there's no change in our go-forward forecast, especially with the requirements that are going on around sustainability and the access to those are the key growth drivers for us.
Ed Breen:
And then the key here is there's a replacement business that's 70% of the business. So that adds to the consistency of it.
Operator:
Your next question comes from John Roberts from Credit Suisse.
John Roberts:
Thank you. Ed, is it fair to say that Delrin will be a private equity transaction? It would seem to be hard for a strategic to do a closing by year-end at this point?
Ed Breen:
Yes. We're pretty confident we'll close it by year-end. I would just say private equity has been interested along with strategic, but I don't want to get into any more than that at this point in time. But I think we're highly confident we'll have a deal. There's been nice interest in it.
John Roberts:
And then secondly, there is been some challenges to the 3M PFAS settlement. Are you anticipating having to go through a similar process with your settlement?
Ed Breen:
Yes. John, what happened here was very typical of these bigger type of settlements that have to these class actions. If you go back and look at any of the other big ones, you always get that, I think, what you're referring to is the challenge from state AGs and all that. I don't think by what we're hearing that there's going to be a problem here we're thinking in the very near future, we get preliminary approval from the judge, and as we said in our prepared remarks, it will be about six months after that preliminary approval from the judge where we would then be finished with that and make the payment.
Operator:
Your next question comes from Steve Tusa from JPMorgan.
Steve Tusa:
Hi, good morning.
Ed Breen:
Good morning, Steve.
Steve Tusa:
Can you just give us a bit of an update on the -- I know these businesses aren't the most raw material centric anymore, but maybe just a bit of an update on the raw material outlook for this year. I'm not sure if you called it out in the beginning of the call, the $100 million you were talking about before?
Lori Koch:
Yeah. So that was a net headwind between price and raws. So we did increase that to about $140 million from our view of $100 million. So we have seen a step up and we expect to benefit from deflation. To remind you, it was around $800 million last year of a headwind that we saw and we've got obviously a fair bit of room to go to get all of that money back, but we're making really nice progress. Initially, a lot of the deflation is coming from the energy and logistics side. You can see what the natural gas prices have gone from the peaks that we bought in the third quarter of last year and the stabilization in the supply chain. We're seeing nice improvement in logistics. So the one piece that we're working through is just the timing of when that falls through the P&L. So we actually in the first quarter, predominantly, a little bit in the second quarter, we actually saw some headwinds from the carryover from the escalation 2022 from a P&L perspective. And as we head into the back half of the year, we'll start to see those benefits that we've been getting from a procurement perspective drop into the P&L.
Ed Breen:
Yes, Steve, it kind of takes four to five months on the raws to work its way through in our system and we build a customer. So some of this, we're obviously going to see now in 2024 but the procurement team has been working very aggressively and Lori and I meet with a very consistent basis because it's a big part of seeing up on 2024 for us. And by the way, Steve, just as a side note, the margins on the E&I, remember, not much of the walls were in E&I, we only raised prices 2% there. The predominant part of it is going to become in W&P. And the thing that affected the margins in E&I is really the absorption charge that we've taken. We we're going to take it again in the third quarter, we're probably going to take it in the fourth quarter, just to make sure everything is teed up for 2024, and that's affected our - or like in the third - in the second quarter that affected our margins in E&I by about 400 basis points. So without the absorption, we know we're running that business north of 30, even in a reduced volume environment. So I feel very confident you all watched us run that in a 32%, 33% EBITDA range. I'm very comfortable when I look at our math that we're in good shape there as we rebound.
Steve Tusa:
And is there any risk around anything you're seeing in pricing in W&P that when you look out to the second half or into next year, any aggression on pricing in those businesses?
Ed Breen:
So very small. The one area we're going to give up some price that we forecasted in the second half of the year is in the construction-related markets. We also had to raise very significantly in those markets because of what the raws did last year. So, we've made an assumption in this forecast that we'll give up some of the pricing there. Otherwise, we're feeling pretty solid across the rest of the portfolio.
Steve Tusa:
Okay. Great. Thanks a lot.
Ed Breen:
Thanks, Steve.
Operator:
The next question comes from David Begleiter from Deutsche Bank.
David Begleiter:
Thank you. Ed and Lori, how much did Spectrum add to Q3 and 2023 guidance?
Lori Koch:
Yeah. So in total, it will give you about a little north of $200 million in sales at a 22% margin. It's pretty consistent across the months, so you'll take two months of it in the third quarter and then the full three months in the fourth quarter. From an EPS perspective, it's really only about $0.01 on a full year basis once you factor in the loss of the interest income from the cash that we paid for the deal. There's more of an EBITDA function versus an EPS.
David Begleiter:
Got it. And then, just on destocking in Shelter, where do you think we are? I know you said you were closely end here or it's moderating? How much further do you think we have to go Shelter Solutions destocking?
Ed Breen:
I think it's mostly done destocking by the end of this third quarter. And that's talking to a couple of our key distributors and customers. One of the big box guys, by the way, was doing a rebalancing of all, their inventory by moving it around to different stores and regions. That's how we were doing it. And they're pretty much through that process. So I think the end of third quarter, we're kind of there.
David Begleiter:
Thank you.
Ed Breen:
Thanks.
Operator:
Your next question comes from Mike Leithead from Barclays.
Mike Leithead:
Great, thanks. Good morning, guys. First question, your Corporate and Retained business came in a bit better than historically has. Can you just help us unpack what happened this quarter there? And just how that should trend going forward?
Lori Koch:
Yes. So we had a really strong growth within Corporate M&M. It was driven by the EV piece, which is the largest segment of it. And it's really from the EV growth in the overall Auto build growth. So Auto build were up about 16% in the second quarter, we would have posted a similar number. And we see really nice performance in the EV piece. So that's what drove the improvement year-over-year primarily.
Mike Leithead:
Great. And then second, just on E&I, you talked about reducing production rates to help manage inventory. Do you expect that to still be some degree of drag in the second half to earnings? And then just relatedly, how should we expect working capital to finish out this year?
Ed Breen:
Yes. No, we're definitely going to take the absorption this quarter. We're in the third quarter, about $40 million and the same in the fourth quarter as our plan. So we're really getting inventory aligned up very well with demand. So we just feel it's the prudent thing to do right now. So that's what's baked into the plan that we've given here today.
Lori Koch:
Yeah, we saw a nice improvement in inventory in the second quarter, about $80 million of a reduction. We'll look to continue to drive that down as we get into the end of the year. We had an improvement sequentially in both cash generation and cash conversion. We'll look to continue to improve that as we get into the back half of the year. Our third quarter is typically our strongest quarter for cash generation, because we don't have an interest payment which we have in the second and the fourth quarter, which we pay our annual bonus in the first quarter. So the third quarter is the clean end from that perspective. And just the notes, that I had mentioned on the script just to make sure that you caught it, we will move to a continuing ops basis presentation in cash flow. So we'll take out all the noise from the discontinued ops components, which are primarily in this year, the funding of the escrow account, which will take place at some point in the second half and then the funding of the other end-of-use items. So, we will pull that out and just kind of, focus on continuing makes fast generation.
Mike Leithead:
Great. Thank you.
Operator:
Your next question comes from Josh Spector from UBS.
Josh Spector:
Yeah, hi. Thanks for taking my questions. I guess, first, I wanted to ask on the 3Q guidance. So if we look at organic sales and EBITDA, you're kind of guiding flat sequentially but you're talking about ICS up mid-single digits. It sounds like raw materials could be a little bit better with health. Typically with ICS up, you get a mix benefit there. So what drives that flat EBITDA? What are some of the offsetting items that would keep EBITDA flat versus having it up sequentially on an organic basis?
Lori Koch:
Yeah. So the three biggest items that we had mentioned, first being the water deceleration. So we see some moderation in water as we get into the back half of the year, coming off of a really strong quarter in the second quarter. We had also mentioned that we expect to have to get back some price primarily in the Shelter business within water. And then the third, probably smallest piece but something we're raising was we do see some small destocking within biopharma. So it's been pretty well telegraphed across some of the other players, and we are starting to see that a little bit within our video business and the Industrial Solution business in Shanghai.
Josh Spector:
Okay. That's helpful. And I guess when I think about ICS, a look into 2024, so I haven't done the full math, but maybe organic, you're down something like 10% this year. I guess when we look at smartphone growth, PC growth, there's not a massive inflection next year. There's better growth forecasted, maybe low-single-digits. I guess, how do you think about that ICS business performing relative to that? Do we overbuild some inventory so we don't get the full bounce back? Or do you expect it stronger? If you could frame that, that would be helpful. Thanks.
Lori Koch:
Yeah. I mean it's kind of hard to say at this point how the restocking potentially could happen in those two spaces. We would expect it to perform nicely alongside the market. The one tailwind that will happen for us in a year-over-year perspective on EBITDA, we won't have those absorption headwinds that we had in 2022. So the predominance of those absorption happens for reasons within both ICS and semis those create a tailwind for us as we head into 2023.
Josh Spector:
Okay. Thank you.
Operator:
Your next question comes from Vincent Andrews from Morgan Stanley.
Vincent Andrews:
Thank you and good morning, Wondering if you can speak just a little bit about the cost work you've been doing kind of past president in the future? Just looking at the income statement, I've got SG&A down about $76 million year-to-date, R&D down 32, and then sundry expense down 40. And maybe you can kind of contextualize those decreases and how they play out over the balance of the year and which segments, presumably we're seeing the most and the ones that are having the most macro concerns? And maybe just also remind us what sundry expense actually is?
Lori Koch:
Yeah. So the predominance of sundry is really not even in operating EBITDA it's where our interest income comes in. It's also where some gains on asset sales that don't get reported in operating EBITDA or adjusted EPS come in. So it's not really primarily related to our operating investment. There's detail in the queue when that comes out tomorrow about what all of the other specifics are. But that's not really a reflection at all of any of our efforts to control discretionary spend. From that perspective, though, we have been very aggressive on control and the discretionary spend to minimize the decrementals that we've been policing. And I think we've done a nice job doing that. So in the first half, our decrementals as reported were 40%. But if you take out the headwinds from the absorption that we've been driving to reduce inventory were more down in the mid-20s. And so that's really a reflection of the aggressive actions we've taken from both. We did a small restructuring to be able to reduce some headcount primarily in the G&A space. So we're really trying to keep R&D and marketing and sales pretty clean. And then we have been taking some reductions to our annual discretionary consultations or bonus. And so that's what you're seeing more so coming in through the R&D line that would be a use of that. And then on the SG&A line would be the small license that we took to reduce headcount as well as the discretionary spend.
Ed Breen:
Yeah. By the way, we're are - we've been tensioning real good is our travel and entertainment budgets. We're trying to keep them. The salespeople are traveling the application engineers, but we're really being sure of holding people, holding management meetings all over the world and all that. So we're just being -- we've really put the word out to our team, hey, while we're in a tougher environment here will come out of it nice, but just watch anything on the discretionary side.
Vincent Andrews:
Okay. And then just as a follow-up, Ed, nothing happening presumably on the bolt-on M&A side of the table for the rest of the year or any thoughts there?
Ed Breen:
No. No, I don't think you'll see anything obviously, the rest of this year and at least well into next year. I think, I said on the last call, a good year pause. We love where we've got the balance sheet at, as I think Lori mentioned on the call I did -- we're going to have leverage action in here somewhere around 2x. That's where we want to be. And we're in a great spot. And I don't feel like we need to do anything. So we are -- we got to where we need to be.
Vincent Andrews:
Great. Excellent. Thanks very much.
Ed Breen:
Thanks.
Operator:
Your next question comes from Frank Mitsch from Fermium Research.
Frank Mitsch:
Hey. Good morning. Ed, I had the RiverHouse Benedict that Odette's on Sunday. It was very nice. So, congrats on that.
Ed Breen:
Thank you. I haven't had it yet.
Frank Mitsch:
You haven't had it yet, I highly recommend it. Hey, following up on the M&A question, Auto Adhesives is still in your corporate line item. When might we expect that to be folded back into the -- into one of the businesses? And/or is that a candidate for divestiture?
Ed Breen:
No, it's not a candidate for divestiture. It's very core to us. We like the position we have, especially with the EV opportunity we have. And we're obviously seeing a lot of wins there, and the growth rate has been phenomenal. So we like that business. And by the way, we - I don't think we're going to make any new short-term on pulling it out of there of where we're reporting it at this point in time. We just -- we've got everything run in the way we want. So you won't see anything in the next couple of quarters.
Frank Mitsch:
Okay. Thank you. And then, if I look geographically, I mean Europe has been up year-over-year based on price. What are your thoughts in terms of volume growth in that region?
Lori Koch:
Yeah. So volume growth in general in Europe is about flat. I would expect a similar performance as we get into the half of the year. And it's really different and it's been the toughest for us has been Asia Pacific, which we've been highlighting this obvious dominance of it is China The price piece though it will start to wane as we get into the back half of the year. So we saw it kind of cut in half, as we went from Q1 to Q2, and then as we get into - Q3 and Q4 we really - it would be flat to slightly negative, given some of the price that we would have to give back primarily in the Shelter space that we have mentioned.
Frank Mitsch:
Great. Thank you.
Ed Breen:
Thanks, Frank.
Operator:
Your next question comes from Steve Byrne from Bank of America.
Steve Byrne:
Yeah. Thank you. The EPA has estimated several thousand water districts that would need to comply with the proposed MCLs. My question for you is Ed you mentioned you think you could get final approval on the settlement in six months or so. Do you need a certain fraction of those water districts to opt in? And can you comment on how that is going? And do you have a view on how they will comply. Do you expect they will mostly use carbon? Or do you think some of them might employee RO or iron exchange your technologies?
Ed Breen:
Yeah. So look, we -- there's a percent that have, I'll call it, opt in or we can walk away from the settlement. So by the way, that's a very high percentage, and we think just to get up that, that will not be a problem. Remember, a lot of these water districts have been being talked to by the plaintiff side of this. This hasn't been done in a vacuum. So, it's - they've been talked to along the way here to get to this, what I'll call it preliminary settlement. So I think shortly, as I said, we will get it approved by the judge on a preliminary basis and then you work all the opt-ins to make sure you get that done and then you have final approval once you hit that threshold. So it's really up to each of the difficulty for water districts, how they're going to handle that to clean up any PFAS that's in there. So I don't want to comment on that.
Steve Byrne:
And then you mentioned that 70% of your water business is renewables. I was just curious, what fraction of that are you selling directly to the customer versus going through an intermediary service provider? And do you have an interest in changing that fraction by getting more aggressive in your own sales force?
Lori Koch:
I don't see any change in our go-to-market strategy for the province of its direct as we go to the customers the projects in place and we're just replacing the filter, which is where the recurring revenue rate comes from. So this is a -- as we had mentioned earlier on the call, kind of mid to high single-digit grower for us, a lot of opportunities as we go forward around the sustainability and the access to clean water.
Steve Byrne:
Thank you.
Ed Breen:
Thanks, Steve.
Operator:
Your next question comes from Arun Viswanathan from RBC Capital Markets.
Arun Viswanathan:
Great. Thanks for taking my question. I just wanted to ask about the electronics market here. Could you just elaborate on the destocking, the volume trajectory, I guess, from here. I think previously, you had expected this year to be the main volume negative hit. You'll be facing easier comps next year. Do you think you should grow in kind of, say, the mid-single-digit level for next year? Or where do you expect electronics volumes to be next year? Thanks.
Lori Koch:
Yeah. So we as we had mentioned, we believe within ICS that we'll continue to see sequential improvement as we head into Q3. And then I mean a little bit of tentative improvement as we head into Q4. In the semi, we don't see a material bump in sequential sales until we get into the fourth quarter. But definitely, the year-over-year volume headwind. We'll start to ease and we see full year overall E&I organic growth of about 10%. And that's primarily a volume reflecting within that segment. So it's probably a little early to call what 2024 looks like. I think there's a pretty good sense that it would be positive just given that you won't have the destock going on, but even if the demand is flat, which would be hard to see. You don't have that headwind from the destock year-over-year. So we're really encouraged as we head into 2024 from the tailwind that we'll see from out only market recovery and electronics but also the lapping of the absorption headwinds that we've taken this year to control investor. And then, the further benefit from deflation as it fully run through our P&L, are kind of the key components that register.
Arun Viswanathan:
Great. Thanks. And just real quickly on the share buyback plans. So you'll be completing the 3.25 very soon. Could you just describe how we should think about the other $2 billion, that you commenced shortly thereafter. Would that be done ratably or how should we think about that? How it flows in? Thanks.
Lori Koch:
Yeah. So it will be a similar structure to the first 3.25. I guess we'll complete that within a month, and then shortly thereafter, we'll execute a $2 billion ASR. So you'll get 80% of the shares upfront, and then you'll get the 20% cleanup in the back, and it probably will take us about six months to complete that full program. It's usually about a quarter for every $1 billion of shares that you're taking now.
Arun Viswanathan:
Thanks.
Operator:
Your next question comes from Mike Sison from Wells Fargo.
Mike Sison:
Hey. Good morning. In terms of Semi Technologies and Interconnect Solutions, I think historically after a destocking event, you do see some restocking. But given it's taking so long for the destocking to end, how do you think that plays out this time around or is there any differences between the regions on that?
Lori Koch:
Yeah. I mean, it's hard to say what everyone is going to do with respect to the restock after coming through such a significant destocking. So we might change their normal pattern just to get every year likewise. So probably a little too early to say what's going to happen from a restocking perspective. I'll think you probably announce year and everyone [Technical Difficulty] stabilization that's happening in the supply chain generally, everybody in that.
Mike Sison:
Got it. And then just quick follow-up E&I historically been above 30% for EBITDA margins and sort of get back there? Is it just simply getting all the volume back?
Ed Breen:
Yes. It's really two things. getting the volume back, but remember a point I think I made earlier when Steve was on, the EBITDA margins ex the absorption in the second quarter were already over 30%. So the absorption is what pulling down the charge we took there to expanded to 26.6-ish number. So we know we can -- even in a softer volume environment, we're running it a little north of 30%. And as you said and I said earlier, we run this business 32%, 33% EBITDA margins. And we'll get price throughput, as the volumes continue to come back.
Mike Sison:
Got it. Thank you.
Ed Breen:
Thanks.
Operator:
Your final question comes from Patrick Cunningham from Citibank.
Patrick Cunningham:
Hi. Good morning. Is there any update to your expectations for $20 million in synergy capture from Spectrum? And what should we expect for the cadence there?
Lori Koch:
Yeah, no update to that. We still expect $20 million. It probably will take the better part of 12 to 18 months to get $20 million out. I mean, obviously, for us, it is more of a revenue synergy opportunity as we bring the two portfolios together in verge our expertise biopharma with their expertise in medical device comes from a revenue synergy perspective.
Patrick Cunningham:
Got it. That's helpful. And how do you expect the healthcare business to trend throughout the year, both on the Legacy and the Spectrum side? There's been some commentary pointing to pockets of destocking as companies deplete safety stocks. Have you seen any of that from any of your businesses?
Ed Breen:
Yeah. So our Liveo business were -- I think Lori mentioned this a little while ago in the biopharma side. We're seeing some destocking there. And I think I heard, I think, six other companies I heard in the last week would make the results that they were seeing some destocking in biopharma. In my gut is that last a couple of quarters. Just to correct that a little bit. And it was another one of those markets just like semi. I remember I was getting calls from CEOs in the healthcare business, but we need more. And I think just like semi everyone overshot, there's a little bit of a correction going on there, but I'd say that's probably the third and fourth quarter a little correction there. As Lori mentioned earlier, the spectrum numbers are kind of right on where we thought they would be. So they look like they're keyed up for the year, we thought they were going to happen in the second half of the year here. And I would expect, again, that the growth in our healthcare businesses will be above company average and certainly above GDP.
Patrick Cunningham:
Great. Thank you.
Ed Breen:
Thank you.
Operator:
I now turn the call over to Chris Mecray for concluding remarks.
Chris Mecray:
Okay. Thanks, everybody, for joining our call. Just to be a reference, a copy of the transcript will be posted on our website once available. This concludes our call. Thank you.
Operator:
Ladies and gentlemen, thank you for standing by, and welcome to the DuPont First Quarter 2023 Earnings Call. I would now like to turn the call over to Chris Mecray, Head of Investor Relations. Please go ahead.
Chris Mecray:
Good morning, and thank you for joining us for DuPont's first quarter 2023 financial results conference call. Joining me today are Ed Breen, Chief Executive Officer; and Lori Koch, Chief Financial Officer. We've prepared slides to supplement our remarks, which are posted on DuPont's website under the Investor Relations tab and through the webcast link. Please read the forward-looking statement disclaimer contained in the slides. During this call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainties, our actual performance and results may differ materially from our forward-looking statements. Our Form 10-K is updated by our current and periodic reports includes detailed discussion of principal risks and uncertainties, which may cause such differences. Unless otherwise specified, all historical financial measures presented today exclude significant items. We will also refer to other non-GAAP measures, a reconciliation to the most directly comparable GAAP financial measure is included in our press release and presentation materials and have been posted to DuPont's Investor Relations website. I'll now turn the call over to Ed.
Ed Breen:
Good morning and thank you for joining our first quarter 2023 financial review. This morning, we announced quarterly results with operating EBITDA in line and revenue and adjusted EPS slightly better than our previously communicated guidance. This performance reflects our team's continued strong execution, while facing short term volume pressure and select consumer driven short cycle end markets, including electronics and construction. First quarter organic revenue declined 3% versus the year ago period, despite double digit declines from our electronics lines of business of Interconnect Solutions and Semiconductor Technologies. Mitigating the weakness in electronics and construction markets was ongoing broad demand strength in areas including water, automotive, aerospace and healthcare, along with the carryover benefit of pricing actions taken last year to offset inflationary pressure. Adjusted EPS was up 2% as we continue to realize benefits from our ongoing capital allocation strategy. As expected, operating EBITDA declined versus the year ago period, driven by lower volumes. Given the near term slowdown in short cycle end markets, we continue to be proactive in taking actions within our control to minimize volume pressure, while also focusing on optimizing cash flow generation. As a result, we expect to continue to show the resiliency of the new DuPont portfolio and expect that our financial results will generate returns commensurate with top tier multi industrial assets. In addition to our commitment to generating value through delivery of consistent operating performance, we also continue to focus on accretive and value added capital deployment. This morning, we announced a definitive agreement to acquire Spectrum a leading manufacturer of critical components and devices for medical end markets for $1.75 billion or $1.72 billion after certain tax attributes. This deal fits with our strategy to focus on the industrial technology's growth pillar, expanding our offerings into the fast growing healthcare market. Turning to Slide 4, we have had our eye on Spectrum, which is a current DuPont customer for a long time and our team is extremely excited for this opportunity. Spectrum is a recognized leader in advanced manufacturing of specialty medical devices and components serving 22 of the top 26 medical device OEMs with relationships that date back decades and a strategic focus on fast growing therapeutic devices and components. Their business is predominantly North American focused and has demonstrated consistent growth over many years. We expect them to generate revenues of about $500 million in 2023. As you can see on Slide 5, DuPont's existing healthcare portfolio is quite strong today. As a reminder, our current healthcare portfolio is comprised of Liveo, medical device and biopharma consumables business, which is a key part of the industrial solutions line of business and our Tyvek healthcare packaging business reported through Safety Solutions. Together, these businesses represent $800 million of total revenue and grow at rates exceeding the company average and well above GDP at solid rates of profitability. The Spectrum business fits nicely with our existing Liveo franchise and will complement our established position in biopharma consumables, bringing world class manufacturing capabilities and deep OEM customer relationships. On Slide 6, you can see the addition of Spectrum to our portfolio is impactful and the combined presence in healthcare will now represent approximately 10% of DuPont's total sales. The transaction adds higher growth while further reducing cyclicality in the portfolio. Also worth noting the transaction significantly increases the total addressable market we serve within healthcare devices. These businesses are expected to grow at high single digit rates over time and even faster in 2023 due to specific business wins in place. This transaction has compelling strategic rationale as you can see on Slide 7. The Spectrum business expands DuPont's growth strategy of customer centered innovation and strengthen our existing stable position in fast growing healthcare end markets. We are excited by the complementary fit and specifically our ability to leverage the strengths from each side to generate incremental growth opportunities on top of already growing core markets. As an example of this on the biopharma side, DuPont Liveo has extensive direct relationships with leading OEMs in the biopharma space and has approved proven design and build co development model. The added advanced manufacturing capabilities enabled by Spectrum will expand its product and capability set to meet stringent customer specifications, essentially adding a new pipeline for the Spectrum side by adding new customer relationships. On the medical device side, as an example, Spectrum has extensive direct relationships with leading OEMs, including with 22 of the top 26 players. Adding Liveo's silicone offerings and DuPont's material science technology will enhance Spectrum's depth cooperation with customers and expand its product offerings. Spectrum is expected to accelerate top line growth for industrial solutions and DuPont as a whole. Regarding deal terms, the net purchase price of $1.72 billion after certain tax adjustments represents a 15.6 EBITDA multiple based on 2023 estimates or 13.2 times after moderate expected cost synergies of $20 million. In line with our return hurdles for capital deployment, the acquisition is expected to deliver high single digit ROIC by year five, excluding revenue synergies that we described. We believe the combined growth opportunities I just mentioned can add incremental value to the business combination. We expect this transaction will close by the end of the third quarter this year, and we do not anticipate significant regulatory hurdles. We plan to finance the transaction with cash on hand. Given a lot of moving parts on our capital allocation over the last six months, let's briefly review our status on Slide 8. From closing of the M&M sale in November through today, we have deployment actions and plans in place to account for the full $11 billion of gross cash received from the sale through a disciplined capital allocation process. In the fourth quarter of last year, we announced a $5 billion share repurchase authorization and took actions to deleverage our balance sheet by paying down $2.5 billion in senior notes and reducing commercial paper from $1.3 billion to zero at year end and remaining undrawn through the first quarter. Regarding share repurchases, we still expect the complete $3.25 billion accelerated share repurchase program launched last November in the third quarter of this year. And remain committed to completing the remaining $2 billion of authorization as an ASR shortly thereafter. Today's announcement to acquire Spectrum with cash on hand essentially completes the deployment of any remaining excess cash from the M&M transaction. In terms of additional cash sources, I will note that we are progressing with our plans to sell the Delrin business and continue to expect that planned transaction to close by year end 2023. Our current capitalization remains very sound with no significant debt maturities until November 2025. Looking through all currently communicated deployment actions inclusive of the Delrin sale, we expect net leverage to finish the year around 2 times. We are comfortable with that leverage point which is more in line with our multi industrial peers and we expect to remain at that level as an equilibrium target going forward. With that, let me turn it over to Lori to review our financial performance and outlook.
Lori Koch:
Thanks, Ed, and good morning. Our first quarter financial results reflect our team's ongoing strong focus on execution and operational excellence as we began 2023. In a pressured volume environment within consumer electronics and construction, we are focused on the operational levers within our control to drive solid operating EBITDA and minimize margin impact despite volume decrements in some of our most profitable lines of business. Turning to our financial highlights on Slide 5. First quarter net sales of $3 billion decreased 8% as reported and 3% on an organic basis versus the year ago period. Currency resulted in a 3% headwind from dollar strength against key currencies, most notably the yen, yuan and euro, and we also saw a 2% headwind related to portfolio changes. Breaking down the 3% organic sales decline, 4% pricing gains were more than offset by a 7% volume decline. Pricing reflects the carryover impact of actions taken during 2022 to offset broad based inflation related to raw materials, logistics and energy. Volume decline reflects weakness in consumer electronics resulting from decreased consumer spending, channel inventory destock and softness in construction. Lower volume in these consumer driven short cycle end markets was partially mitigated by ongoing strength in water, automotive, aerospace and healthcare markets. Taken in combination, volume within electronics and construction end markets during the quarter was down high teens in aggregate versus the year ago period, while our remaining businesses were up low single digits. From a regional perspective, Europe and North America sales in the quarter were up 5% and 1%, respectively, on an organic basis, while Asia Pacific was down 10% versus the year ago period. China sales were down nearly 20%, driven principally by the electronics weakness. First quarter operating EBITDA of $714 million decreased 13% versus the year ago period, driven by lower volumes and the impacts of reduced production rates in electronics as we scale that production to better align with demand. Currency was also a headwind. Operating EBITDA margin during the quarter of 23.7% was down 130 basis points, driven by volume pressure and inclusive of mixed headwinds related to lower volumes within the high margin semi business. Decremental margin the quarter was 41%. Given the high teen volume declines in our electronics portfolio, our overall decrementals were disproportionately impacted as these businesses are some of the most profitable within the DuPont portfolio. Adjusted EPS in the quarter of $0.84 per share increased 2% versus last year, which I will detail shortly. Looking at cash performance, cash flow from operations during the quarter of $343 million, less cash paid for CapEx of $241 million resulted in adjusted free cash flow of $102 million. Included within free cash flow, our transaction cost headwinds of about $75 million related to both cash payments associated with the M&M deal closing and ongoing Delrin divestiture costs. Turning to Slide 10, adjusted EPS for the quarter of $0.84 per share increased 2% compared to $0.82 in the year ago period. Headwinds related to overall volume declines were more than offset by the below the line benefits including an $0.11 benefit related to lower net interest expense and a $0.09 benefit due to share repurchases. Including the upfront benefit of our ongoing ASR program initiated last November. Our tax rate for the quarter 23.4% up from 21.8% in the year ago period, resulting in a two set headwind to adjusted EPS driven primarily by geographic mix of earnings. Turning to segment results beginning with E&I on Slide 11. E&I first quarter net sales of $1.3 billion decreased 16% as organic sales declined 13% along with currency headwinds of 2% and unfavorable portfolio impact of 1%. The organic sales declines reflect a 15% decrease in volume, partially offset by a 2% increase in price. The organic sales decrease for E&I was driven by Interconnect Solutions which was down 21% and Semiconductor Technologies, which was down mid-teens. The decline in Interconnect was driven by weak smartphone, PC and tablet demand, along with channel inventory destocking. Our PCB customers in China operate in the first quarter with utilization rates in the mid-40s, which is an expected cycle low. The decline in semi tech results from reduced semiconductor fab utilization rates due to weekend market demand as well as downstream destocking of finished chip inventory. Semi chip fab utilization rates in the first quarter averaged around 80%, which we expect to dip somewhat in the second quarter as these customers work down inventories. We expect recovery and fab rates to begin during the third quarter. Sales for Industrial Solutions were up low single digits on an organic basis as pricing and ongoing strength in Vespel Aerospace products and in healthcare for specifications such as biopharma consumables were partially offset by lower demand in largely consumer driven areas such as advanced printing and lighting applications. Operating EBITDA for E&I of $362 million was down versus the year ago period, primarily due to the drop through impact of volume declines, which corresponds to the lower customer utilization rates just referenced and our lower operating rates, as also mentioned. Turning to Slide 12, W&P first quarter net sales of $1.45 billion increased 1% as organic sales growth of 4% was mostly offset by a 3% currency headwind. Organic growth reflects a 6% increase in price resulting from the carryover impact of pricing actions taken last year, partially offset by a 2% decrease in segment volumes. Organic sales growth was led by Water Solutions, which was up low double digits on strong pricing and continued demand growth for water filtration led by reverse osmosis product lines. Safety solution sales were up mid-single digits on an organic basis on pricing and volume gains. Volume growth was driven by Kapton and Nomex demand in aerospace and automotive markets, especially for EVs, coupled with Tyvek strength in healthcare. Shelter Solutions was down mid-single digits on an organic basis on greater than 10% volume declines due to softness in construction markets, partially offset by pricing. Operating EBITDA for W&P of $344 million increased 1% as pricing and disciplined cost control were largely offset by inflationary cost pressure, primarily related to higher raw material and energy costs, currency headwinds and lower volume. Before I turn it back to Ed, I'll close with a few comments on our financial outlook and guidance for second quarter and full year 2023 on Slide 13. As we look at the current demand environment, we continue to expect ongoing strength throughout the year in areas such as water, automotive, aerospace and healthcare. Within electronics markets, we continue to see weakness in channel inventory destocking in the near term. Based on recent customer feedback, echoed by their public commentary and third party market forecast, we expect customer utilization rates to bottom relatively near term and to improve during the third quarter, which is about a quarter later than previously expected. To highlight these assumptions, we've included current market forecast for both semiconductor and smartphone markets on Slide 14. For semiconductors, third party research now suggests MSI will be down 13% for the full year 2023 compared to estimates last quarter indicating down mid-single digits, with fab utilization expected to ramp back up above 80% beginning in the fourth quarter. For both of these end markets, you can see the expected improvement beginning during the third quarter, which reflects a later and somewhat more gradual pace than the assumptions last quarter. Due to the delay in the near term recovery, we are adjusting the high end of our full year guidance range for net sales, operating EBITDA and adjusted EPS. We now expect full year net sales to be between $12.3 billion and $12.5 billion, operating EBITDA to be between $3 billion and $3.1 billion and adjusted EPS to be between $3.55 and $3.70 per share. For the second quarter 2023, we expect similar results for the first quarter as overall market conditions are anticipated to be generally consistent. On a longer term view, historical data suggests downturns in these markets are short, lasting about three to four quarters, which gives us confidence in the longer term growth for electronics as we get through this year. With that, turn it back to Ed.
Ed Breen:
Thanks, Lori. Before we take your questions, I'd like to highlight that we published our annual sustainability report yesterday, highlighting the ongoing work of our employees across the globe to meet our commitments across all aspects of ESG. As a reminder, our sustainability strategy is grounded in three pillars, innovation, protecting people and the planet and empowering employees and customers. I continue to be proud of the progress we are making on our 2030 goals and remain impressed of the speed in which we are advancing. On climate change, we exceeded our 2030 acting on climate goal to reduce Scope 1 and 2 greenhouse gas emissions by 30%, well ahead of schedule. And we have set a new goal which has been validated by SBTi to reach a 50% reduction in emissions by 2030. Regarding innovation, 80% of our top innovation programs deliver sustainability value for customers. Within water, we've helped to enable seawater to be used as a source of potable drinking water with our reverse osmosis technology. We're also helping reduce carbon emissions through building materials innovation and protection. In auto markets, we're making electric vehicle battery safer with our materials for thermal management. And within electronics, we've directly enabled increased performance requirements in semiconductor manufacturing. In our community, we engaged over 500 community projects with over 300 nonprofit partners across 30 countries focused on STEM education. From a DE&I standpoint, many aspects are of inclusive culture continue to be recognized. 2022 marked our second year on Forbes Magazine's world's top female friendly company's list as one example. There are many great examples and stories in the report of how our teams are delivering on our purpose and driving sustainability. Overall, our teams have done a tremendous job. With that, we are pleased to take your questions and let me turn it back to the operator to open the Q&A.
Operator:
The floor is now open for your questions. [Operator Instructions] Our first question comes from Steve Tusa from JP Morgan. Please proceed.
Steve Tusa:
Hey, guys. Good morning.
Ed Breen:
Good morning, Steve.
Lori Koch:
Good morning.
Steve Tusa:
Could you just help level set us on where you stand as far as the amount left -- you have left to buy back for the rest of the year and the pace on that? And then when Delrin closes, just remind us of the proceeds you're expecting there and what you'd expect to do with that cash?
Steve Tusa:
Yes, I'll take the share repurchase. So we still have $2 billion left to complete, which we will do on the back the completion of the current ASR, which is expected sometime in the August-September timeframe. We'll get started on the second program and be able to take 80% of the shares out upfront, and then it usually will take us about six months to complete the full $2 billion authorization. Turn it to Ed for the Delrin comment?
Ed Breen:
Yes. So Delrin, we're expecting to close by the end of the year. And we've been doing all the carve out work. So we're very far along on accomplishing all that. I'm not going to talk about what we sell it for, but the EBIT is about $180 million on the business. So you kind of figure out the zip code on that as we move forward. Again, that cash should be somewhere kind of in the year beginning of next year.
Steve Tusa:
Got it. And then just lastly on price cost. What's your outlook for pricing for the non-electronics businesses in the second half? And any update on the spread for the year, if there's any positive benefit there, I think it was $100 million or something in prior guide.
Ed Breen:
Yes, we have not changed that, Steve. Maybe we're being conservative, obviously, as we've said before, we've worked very hard with our teams on how we're going to handle this. As we move forward, the timing is -- we're seeing a little bit of it by the way because of logistics and shipping rates being down. But the big bulk of it will be on the raws. It will be more on the W&P side. And remember, by the time we renegotiate contracts and then you've got like a four month window to get it through our supply chain into a finished good that's sold to kind of figure out timing of it, but we have not changed the assumption which is very little of the $800 million that we raised pricing. And we'll just update everybody as we get to next quarter on that and we'll have a clearer picture of what that potentially is.
Lori Koch:
Yes. And on the pricing side. So we saw 4% total in Q1. It was 6% in W&P. We see that decelerating as we lap the 2022 benefits. And so in the second quarter, we expect an overall about 1% price lift, really 2% in W&P and flat B&I.
Steve Tusa:
Great. Thanks a lot.
Ed Breen:
Thanks, Steve.
Operator:
Our next question comes from the line of Jeff Sprague from Vertical Research Partners. Please proceed.
Jeff Sprague:
Thank you. Good morning, everyone.
Ed Breen:
Good morning, Jeff.
Jeff Sprague:
Good morning. Ed, maybe a little color on how active you are on the buy side of M&A. What the pipeline looks like. I don't think you responded to the potential use of Delrin proceeds when that happens, should we expect kind of more M&A like this or some combination of even additional repo plus M&A?
Ed Breen:
Yes, Jeff. Our leaning right now is nothing else on the radar screen over the next year on the M&A side. We want to get the spectrum deal done, focus on that. By the way, the Laird acquisition we did the other year is going extremely well. So I think there's nothing that we're excited about that we see out there. This one, by the way, we've had our eyes on for quite a period of time. As I think we said in our comments, they're actually a customer of ours. So this is really where we've been focused for the last kind of year, year and a half with our thinking. If I had to say right now with any extra proceeds, I think we would lean towards additional share repurchase. But remember to Lori's comments, it's still going to be about over the next year that we're still taking shares out of the market, existing ASR as we said. And then we'll -- as soon as we finish this one, we'll launch the new ASR for $2 billion, and that will take us till about the end of the first quarter of 2024. So any excess cash we’ll deal with at that point in time, but it depends on the environment, obviously, but if the environment were like it is now where the multiple is for the company. My good is, we lean towards share repurchase.
Jeff Sprague:
And could you -- Thanks for that. Could you speak to, I guess, for lack of a better term kind of contingency planning. On the electronic stuff, as you said, I think you tried to triangulate between your own [intel] (ph) and third parties and what your customers are telling you, but it does look and feel like some of these customers are chasing a ball down the hill here on some of this stuff. So there's things you can't control, but the question is, some things you can control kind of cost action that you might be taking or considering. And I wonder if also part of that answer you could kind of speak to maybe the opportunity to unlock some additional cash from working capital as we work through this kind of cycling down in the electronics markets.
Ed Breen:
Just as an overall comment though, Jeff, it's interesting. The semi -- you go back and study all the other downturn. Remember semi is a great industry, by the way, it's going to go up the next couple of decades, but you always do hit these pockets of some destock and some softness. So -- but this actually for us when you look at our sales rates, semi started coming down at the beginning of the four quarter. So we're two full quarters into the downturn. Now we think the quarter right we are in now is the bottom, just slightly down more from the first quarter. When you look at them, they're usually three to maximum four quarters of a destock. Remember, a lot of this is destock on top of some consumer softness obviously. So we're pretty deep into it. It would appear having said that to your direct question though, we've got a couple other layers of actions we would take on the cost side to protect ourselves. And then back to the conversation we just had with Steve Tusa, obviously, we're going to work this price cost thing real hard and haven't baked a ton in at this point in time. So that would be where the two levers would be.
Lori Koch:
Yes. I think on the on the inventory piece too. So we did take action in the first quarter that was a headwind to E&I margins of about $40 million to $45 million to be able to better align inventory and production rates. And so we saw a headwind there. We'll continue to see that headwind in the second order as well as we try to get inventory more in line with where the demand signal is. But to Ed’s point, to just reiterate on the discretionary side, we are doing a fair amount of actions you can see on the face of our P&L that we took about 10% out of our total [SAR] (ph). That was really a function of the restructuring that we did in the tail end of 2022 as well as really tensioning back sales and travel and expense and we'll continue in that mode as we go into 2Q as we said in 2Q as well.
Jeff Sprague:
Great. Thank you.
Ed Breen:
Thanks, Jeff.
Operator:
Our next question comes from the line of Scott Davis from Melius Research. Please proceed.
Scott Davis:
Thank you, operator. Good morning, ED, Lori and Chris.
Ed Breen:
Good morning, Scott.
Lori Koch:
Good morning.
Scott Davis:
Can you guys talk -- I know it's not giant, but it can move the needle if you do it right on Spectrum. What -- can you make it better -- you commented just that it's more North American based. Is there an opportunity to take it globally? Is there anything that you can do. Synergies look fairly modest to maybe just being conservative. But is there anything you can do with that asset to perhaps drive those returns up a little higher than the deal model?
Ed Breen:
Yes. Well, Scott, we didn't take into account any revenue synergies. So let me just talk the cost piece a second. We only put in $20 million of cost synergies, which by the way is only 3% to 4% of revenue, which is, obviously, a low compared to what deals normally are on the synergy side. So I think our net 13.2 times is pretty conservative based on just that $20 million. The real opportunity here is going to be on the growth side. Remember, our relationships at DuPont are mainly and by the way they're very deep relationships are with the biopharma OEMs. Spectrums are more with the medical device OEMs, but a lot of our technology actually goes through companies like Spectrum into that industry. So when we look at the ability for DuPont to move its technologies and material science into the medical device market with Spectrum and [indiscernible] the opposite of that Spectrum moving into the biopharma space. And when we look at the joint opportunities we could have together, we could drive some nice incremental growth there. And by the way, we've been talking to them and looking at this opportunity that I'm talking to for a very long time. So I think that's the big benefit. Can we get some more cost synergies? Probably can, but we haven't counted on it yet. But it will be the growth. This business has been growing. You can see in our charts kind of right around 10% over the last four years, it's going to actually grow faster this year. They've got a couple of big new wins from OEM customers. And then, we can broaden it out a little bit more globally because of our footprint on the Liveo side. But remember, a lot of the medical device players are U.S. based companies that sell globally. The other opportunity, Scott, the other big one we have is, we have a path to get the margins of Spectrum up about 300 basis points. They very recently, I say in the last year, put in a fair amount of new production capacity that's getting filled up because just the growth rate, they've been on. When you think about four years a row of 10%. So they have a fair amount that they're just completing on the factory expansion side. And as we fill those assets and get them utilized, we'll drive the margins up another 300 basis points. So that would -- that to me would even be a bigger lever than the cost one. It'd be more of that margin expansion and then the revenue opportunity.
Scott Davis:
Okay. Interesting. And then just as a quick follow-up. The price comments you just made, Lori, the sequential kind of drop down. Is that -- mathematically, is that more just that we're getting to the tougher comps on when you jack prices up a year ago or is there – okay. So there's no sequential weakness.
Lori Koch:
There's no sequential price declines of any magnitude baked in. It's more just lapping. Last year, the bulk of the raise was in, like, February-March time frame.
Scott Davis:
That's what I figured. Okay, great. Best of luck. Thanks. Appreciate it.
Ed Breen:
Thanks, Scott.
Operator:
Our next question comes from the line of Christopher Parkinson from Mizuho. Please proceed.
Christopher Parkinson:
Great. Thank you so much. Your performance in W&P, specifically on the water and the safety side has been pretty solid. Depending on, obviously, where the macro takes us, which is natural out of your control. Can you just speak to the potential resiliency of those two businesses in terms of your expectations for the second half embedded in guidance? Thank you.
Lori Koch:
Yeah. So we still expect continued strength in water. So we had a nice organic growth in the first quarter. On both the price and volume basis and we expect that to continue as we head into the rest of the year. There's a lot of secular trends favoring our water portfolio right now. And on the safety side, we're seeing strength as well in most areas, especially what we highlighted with respect to the Spectrum acquisition on our healthcare portfolio. So we've got about a $500 million medical packaging business in Tyvek that's performing very nicely. So we see those secular trends continuing throughout the rest of 2023. One other area too that we can highlight of growth within the safety portfolio is the EV piece. So there's a nice application for Nomex paper within the e-motor that we're seeing nice growth in the first quarter and we'll look for that to continue as well.
Christopher Parkinson:
That's very helpful. And just given the results on the margin front, Lori, for the first quarter. Can you just give us a real quick update on your expectation for the intermediate to long term outlook to near 27%, 28%. Is that still roughly in line with your expectations in terms of your progression back to those levels? Thank you.
Lori Koch:
Yes. I mean that's still our expectation with three big tailwinds between now and then. One is obviously the volume recover in E&I and getting those margins back into the low 30s. So we dipped in Q1. That was really a reflection of the volume and the actions we took to align production with demand. So that $40 million to $45 million created a headwind in the first quarter. So that is not permanent, that will resolve itself. Another tailwind is the price cost piece. So as we can see a potential future benefit there that will be margin accretive for us. And so, those are the two biggest levers. And then obviously, the final piece is the mix component. So as you get E&I back on its growth trajectory, obviously, it’s the highest margin piece of our portfolio. So there's a favorable mix lift there as that market starts to recover.
Christopher Parkinson:
Helpful as always. Thank you so much.
Operator:
Our next question comes from the line of Mike Leithead from Barclays. Please proceed.
Mike Leithead:
Great. Thanks. Good morning, guys.
Ed Breen:
Good morning.
Mike Leithead:
First question, just on Spectrum. Apologies if I missed this in the materials, but is it possible to provide the 2022 revenue and EBITDA for the business?
Lori Koch:
Yes. So 2022 revenue was about $450 million and EBITDA was about $95 million.
Mike Leithead:
Great. Thank you. And then secondly, can you just talk about the lower leverage target now about kind of 2.0 instead of 2.75. Is this just more conservatism in the current rate environment? Or just kind of help frame the pivot there?
Ed Breen:
Yes, it's exactly what you said. It's more higher interest rate environment we are in. And I think it's just prudent to set there. By way, not the number one reason, but another reason is, the premier multi industrial companies are all, if you look at it, kind of centered around 2 times leverage. We were kind of targeted up at that 2.75. So we think that this environment interest rate environment, it's just a prudent place to be. And so that's where we'll end the year about there, maybe actually a little slightly below 2 times depending on the Delrin proceeds that we get. And then, we always have -- we preserve our strategic flexibility there, but that's kind of where we'd like to target ourselves moving forward. But really the interest rate environment is the key reason.
Mike Leithead:
Great. Thank you.
Ed Breen:
Thanks, Mike.
Operator:
Our next question comes from the line of Aleksey Yefremov from KeyBanc. Please proceed.
Aleksey Yefremov:
Thank you. Good morning, everyone. Ed, I wanted to follow-up on your 300 basis point margin expansion opportunity for Spectrum to clarify. Is this opportunity in your high single digit ROIC number or it could push the number higher?
Ed Breen:
No, it's in there. We have a pay -- I mean, just the growth rate they're on right now, if you look at it, they're going to be -- I won't get into specific numbers. They'll be north of 10% growth this year. So just adding that leverage into the system really moves the needle for us, especially when they built new capacity in place and you're sitting there with it, you're hiring people on, you're just kind of going through that digestion period as you're ramping up. So as we said, their revenues this year, Lori, just mentioned 2022, the revenues this year will be like $500 million. So nice growth trajectory and you just play those numbers through the system, that's where you get to.
Lori Koch:
And even if you back into the numbers that I have mentioned for 2022, that's about a 21% EBITDA margin. 2023 is expected to be 22%, so already 100 basis points of improvement. And they had a really nice first quarter ahead of their management plan actually. So they're on a very nice trajectory to achieve that average $110 million of EBITDA in 2023.
Aleksey Yefremov:
Thanks. And as a follow-up, in semis and interconnect, clearly, it's a challenging market. Can you discuss your outgrowth? Are you continuing to gain content in these markets this year?
Lori Koch:
Yeah. We would expect to see that. And we actually are seeing some share gains in the [indiscernible] in the packaging space still underneath the numbers that we're reporting. So what is clouding our performance versus the MSI is the destock piece. So the destock is pretty significant, that's going on in the first half that would be another headwind on top of the MSI numbers that we had presented in the deck. And so, that's what's crowding the story a little bit, but we still expect that content and exposure to advances [indiscernible] to be able to give us that performance in total.
Aleksey Yefremov:
Thanks a lot.
Operator:
Our next question comes from the line of Vincent Anders from Morgan Stanley. Please proceed.
Vincent Andrews:
Thank you and good morning everyone. Ed, point taken on the sort of historical electronic cycle, the three to four quarter downturn. Just curious if there's any sensitivity to that? And what I mean by that is, you're looking for the recovery in the third quarter. If for some reason it doesn't come in the third quarter, can it still come in the fourth quarter or is there some seasonal reason why it might get kicked into the first quarter if that would play out?
Ed Breen:
No, there's no seasonal reason, Vincent. It's hard to tell exactly what month it is in there. But we've modeled all the other downturns. Remember, this downturn is pretty significant now, 13% down is correct. You're hitting it pretty quick on the destocking. And then, by the way, there's one other factor here that kind of pushed it out a little bit. One of the very large semiconductor players kept running hard on their fab utilization through the first quarter and that's public knowledge. I'm not going to mention the name, but one of the big players. So that is creating also the fact that they got to take their utilization down pretty rapidly here. And I think they just talked publicly about that a week or so ago. So that was one of the other reasons that gets kind of pushed it out a little and they got to go through destock also.
Vincent Andrews:
And can I just ask on Spectrum, I don't know if you mentioned this before, I didn't see it. But what polymers and materials are critical to their products? And are there any particular folks that they tend to compete against?
Lori Koch:
Yes. So they compete against [TE, Nordson and Integer] (ph) are some of their larger competitors. As far as on the input side, they are -- they use their specialty polymers and design expertise to manufacture very high complexity materials for the large med device players. And so that's -- as I had mentioned earlier, where we see a really nice sweet spot of being able to leverage the two portfolios. They've got really nice positions with the medical device guys and we've got really nice positions with the biopharma guys. So being able to bring our two portfolios, leverage our expertise and material science across the broader portfolio is where we see the opportunity for us ahead.
Vincent Andrews:
Thanks very much.
Operator:
Our next question comes from the line of Josh Spector from UBS. Please proceed.
Josh Spector:
Yeah. Hi. Thanks for taking my question. Just when I look at your E&I guidance for 2Q. I mean, you're basically flat to slightly up sequentially in the sales line. I mean, pretty clear how you're guiding towards semis and utilization rates come down, some interconnect is kind of a push as well. So is industrials doing better sequentially? And is there anything you note there that's maybe different than what you expected?
Lori Koch:
No. You had walked through the pieces. So industrial, we still expect continued strength overall within industrial. There's a little bit of split between interconnect and semi sequentially. So you'll start to see a little bit of the seasonal build that happens normally in interconnect, primarily within this smartphone space. And then we actually see a little bit of sequential deceleration in semi from Q1 to Q2 really a function of what Ed had mentioned earlier on one of the larger customers overbuilding in Q1 and then pulling back in Q2. But net-net, there's not a material change in revenue for the total company or E&I from Q1 to Q2.
Josh Spector:
Okay. Thanks. No. Appreciate that. And I guess, kind of following up on a prior question, if this all -- this recovery in semis pushes out again another quarter, you had $200 million sales cut, $100 million EBITDA cut, you talked about some production kind of realignment. If this were to push forward again or push out again, would there be any difference in the decrement that we should expect, either due to price cost or anything else that would maybe be an additional lever you consider.
Lori Koch:
Yes. I mean, we would -- so right now, we expect that, that headwind that we'll see in the first half of roundly $90 million from pulling back production in E&I not being there in Q3 and Q4 in the second half. And so if this recovery extends into the fourth quarter, then you would expect that $45 million to recur again in the third quarter. The one caveat that we will make that we don't have baked into the guide to that could offset any decremental weakness if the recovery is pushed out is that, price cost piece. So we don't have anything material baked in that could become a tailwind to the second half based on what we see right now versus what we see right now.
Josh Spector:
Okay. Thank you.
Operator:
Our next question comes from the line of John Roberts from Credit Suisse. Please proceed.
John Roberts:
Thank you. Healthcare alone now is going to be almost the same size as Shelter solutions? So do you create a reportable Healthcare segment and move the rest of safety into industrial or do you put Spectrum into a larger safety segment where healthcare will be about 40% of the safety segment?
Ed Breen:
Yes, John, it's something we've been looking at how to report it. It's interesting. Yes, healthcare will be 10% of the portfolio now. The water business by the way is developed into 10% of the portfolio. I think both really nice good secular end markets for us over coming years at higher growth rates, obviously, both of those. So we'll take a look at that. We don't -- we'll probably look at it as we enter 2024 to see if we do anything, but no decision on that yet.
John Roberts:
Okay. And then on the delay in electronics. Do you have any long lead time orders that actually show an inflection in demand yet?
Ed Breen:
No, because it's a short cycle business, so you can't really -- we'll have a little bit of lift as Lori said in the ICS business. And that’s typical for us as she said, you're going into the holiday season later in the year. So we start our shipments and you can see one of our charts, just the smartphone piece alone picks in third, fourth quarter there. So we begin shipments there. But past that, it's short cycle business and we'll see it and we'll ship it pretty quick.
John Roberts:
Okay, thank you.
Operator:
Our next question comes from the line of Steve Byrne from BOA. Please proceed.
Steve Byrne:
Yes. I wanted to ask about your water treatment growth, would you say that it's being driven more by the treatment of water for consumption or for wastewater discharge? And are you seeing any increased demand for both of those buckets due to fluorinated compounds, either from EPA's drinking water standards that are underway or EPA scrutiny on any company that's using a fluorinated material?
Lori Koch:
No. I mean, so the growth we have seen would be more on the industrial side, the business is about 70% favor towards industrial wastewater treatment. So that's what's driving the growth. There's nothing material that we're seeing with respect to any groundwater remediation is coming out from the EPA.
Ed Breen:
And remember, Steve, 70% of that business is recurring. We're replacing membranes and all at these industrial sites. And it's just a secular trend that should continue because including DuPont, we're all working on that for our ESG targets. And it's besides greenhouse gas emissions, it's the other big one.
Steve Byrne:
And then one on shelter. Clearly, it's going through a cyclical downturn, but just curious about your longer term view on Shelter solutions? Is it likely to remain a core business for you?
Ed Breen:
No, it's a core business for us. I remember a very key component of that is our Tyvek franchise, which is a very nice margin business for us against all of the end markets that we service with Tyvek, including the construction market. Obviously, Lori mentioned a really nice market for that is medical packaging. So it's definitely part of the portfolio.
Steve Byrne:
Okay. Thank you.
Ed Breen:
Thanks.
Operator:
Our next question comes from the line of John McNulty from BMO Capital. Please proceed.
John McNulty:
Yes, good morning. Thanks for taking my question. So on the topic of raw materials, I know what you said is in the guide. I guess I'm curious, in terms of the raw material basket that you're buying today, acknowledging it takes some time to work through the P&L, can you help us to understand how much that might be down from the peak and how we should be thinking about that?
Lori Koch:
Yeah. So we saw around the $800 million of escalation last year. It was about 60% raws and the rest roughly split between logistics and energy. We are seeing deceleration on in the logistics and energy side. So obviously, you can look at European and U.S. natural gas and see there's been a sizable pullback there and the ocean freight rates we're seeing tailwinds as well. And so that's where we're seeing most of the deceleration. I wouldn't say we've seen a material amount thus far on the raw material side. Either on both the bulk buy or on the tail spend. So that's the upside as we head into the rest of the year is when we start to see an inflection in the raw material volume.
John McNulty:
Okay. So you haven't -- actually, you're not buying them lower now. So that's to come and then it still has to work through the P&L. Is that right?
Lori Koch:
Yes. Correct.
Ed Breen:
I think John, it's important to note that there are individual raw materials where we would be buying at lower prices, but there are others that have maintained an inflation curve. And there are a lot of things that we buy that are very supply driven in terms of the dynamic and it could take quite a while to kind of unlock any kind of relief there. Even if you take a really basic benchmark price and suggest that that could be down already today. So there are puts and takes within the portfolio, but I think yes, the punch line here is that there's well less than $100 million of net benefit in the model that we have today and that's inclusive some of the savings that Lori referenced from logistics and energy, but netting out as we go through the year later some potential give back that could be necessary. So there really isn't that much in there. And yes, I suppose that could present an opportunity as we look forward, but we haven't seen a lot of benefit come through today.
John McNulty:
Got it. Okay. Fair enough. And then just one question on the acquisition. So the growth rate from 2019 to 2023 of 12% is a pretty chunky number. But at the same time, if memory recalls, like during the COVID period, medical device demand was actually pretty soft. You didn't have a whole lot of access to surgical suite. So is that 12% understated in your mind or is that kind of a fair run rate and it's just based on the specific products they make maybe it didn't have that pressure that maybe some others in medical devices did. How should we be thinking about that?
Lori Koch:
Yes, I mean it wouldn't have had the same magnitude of pressure some of the other providers into the elective surgery. So it's selling into the non-elective type, so kind of more the essential surgery. So wouldn't have seen that as significant of a COVID headwind. So I would say the 12% CAGR that we saw from 2019 to 2023 would be too materially awesome where we see it going forward. We kept see it a little bit decelerating to the high single digit range, but still a really nice growth for us and then obviously really nice growth in 2023 on the back of already underlying strong volume as well as they had some sizable new customer wins that are in the process of ramping and really get to a nice clip as we head into the back half of 2023 as well.
John McNulty:
Got it. Thanks very much for the color. Appreciate it.
Operator:
Our next question comes from the line of David Begleiter from Deutsche Bank. Please proceed.
David Begleiter:
Thank you. Ed, do you have an update on PFAS and the MDL ahead of the upcoming trial in Florida?
Ed Breen:
Yes. So the trial comes up in about a month out now, David. And I'll just say we've been talking pretty regularly with the plaintiffs. As I've mentioned last quarter, the judge did a point of mediator who, by the way, is very actively involved with these regular conversations we're having. So we're feeling positive, but I'll leave it at that right now.
David Begleiter:
Got it. And can you provide a little more color on the weakness you're seeing in North American construction, resi versus non-resi and any destocking that's still ongoing in that space? Thank you.
Lori Koch:
We saw pretty similar volume declines across all three end markets. So do it yourself, residential and commercial markets. And reminder just on the exposure in commercial, it's more so on like the healthcare and education side versus large commercial construction in downtown cities. And so we saw a similar performance from a volume deceleration in all three. We don't have a material pickup in 2023 plans for those markets. So we'll see how they continue to perform, but we don't see an inflection like we do in electronic and construction in general.
David Begleiter:
Thank you.
Operator:
Our next question comes from the line of Arun Viswanathan from RBC Capital Markets. Please proceed.
Arun Viswanathan:
Great. Thanks for taking my question. Hope you're doing well. So just looking at the full year guidance of $3.05 billion of EBITDA at the midpoint and your Q2 of $715 million, that would imply that your second half is around $1.62 billion and your first half is around $143 million. So that $190 million uplift or $200 million almost uplift when you look at first half to second half, is that mainly the comps getting easier on the volume side for E&I? Are there any other special items we should kind of consider when we think about that cadence?
Lori Koch:
Yes, I mean, it's mostly within E&I that lift and it's going to be more favored to Q4 versus Q3. As you look at slides that we presented on both the smartphones and the semi MSI side. So most of it is that anticipated second half recovery. There is a little bit of seasonality that would play into a first half versus second half comp. But most of it is that is that electronics recovery. And as I had mentioned a little bit more favor to Q4 versus Q3.
Arun Viswanathan:
Okay. Thanks. And just one quick one on M&A. So you guys have now reentered the market with the Spectrum acquisition. Would you say that the portfolio transformation is now kind of complete and/or are you still considering other opportunities within the five markets that you've been looking at?
Ed Breen:
You're never, I guess, complete, but I would summarize it, yes, we feel like we're complete for a period of time here. We like where we're at. This was the last piece we were looking at. And so, I don't see anything over the next like year just against state of time period. I think we like where the portfolio is at. We just want to operationally run it well.
Arun Viswanathan:
Perfect. Thanks.
Ed Breen:
Great. Thanks.
Operator:
Our final question comes from the line of Mike Sison from Wells Fargo. Please proceed.
Mike Sison:
Hey. Good morning. In terms of Spectrum, is there a pretty big runway in terms of other acquisitions there? You sort of exited plastics, you're back into plastics. And I get it. Healthcare is a much better end market. But is this an opportunity to build a pretty big plastics healthcare unit over time?
Ed Breen:
There's definitely more you could add to it. And again, we like it secularly. So that's why we've kind of doubled down in this area. But remember, we have a lot of opportunity between what we already had and they had. So we really like it because of that. So yes, there's other opportunities down the road, but it's just like the layer, we want to get this in, we want to get it synergize, we want to get it really humming with our business. So over the next year, that's what we'll be focused on.
Mike Sison:
Then just a quick follow-up when I take a look at Slide 14. Does inventory destocking end in 2Q and even if the third quarter isn't that much of an improvement sequentially, E&I results could improve if the destocking is sort of done.
Lori Koch:
Yeah. We do see the desocking moderating in Q2. Yes. So it peaked kind of in the 1Q, 2Q timeframe and then we see it pulling off a bit in Q3, Q4.
Mike Sison:
Thank you.
Ed Breen:
Thanks.
Operator:
I would now like to turn the call over to Chris Mecray for closing remarks.
Chris Mecray:
Yes, thank you everyone for joining our call. And for your reference, a copy of our transcript will be posted on our website. And this concludes the call. Thank you.
Operator:
Thank you, ladies and gentlemen. This does conclude today's call. Thank you for your participation. You may now disconnect.
Operator:
Good morning. My name is Rob and I will be your conference operator today. At this time, I would like to welcome everyone to the DuPont Fourth Quarter 2022 Earnings Conference Call. After the speakers’ remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. Chris Mecray, Vice President, Investor Relations. You may begin your conference.
Chris Mecray:
Good morning and thank you for joining us for DuPont’s fourth quarter and full year 2022 financial results conference call. Joining me today are Ed Breen, Chief Executive Officer; and Lori Koch, Chief Financial Officer. We have prepared slides to supplement our remarks, which are posted on DuPont’s website under the Investor Relations tab and through the webcast link. Please read the forward-looking statement disclaimer contained in the slides. During this call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainties, our actual performance and results may differ materially from our forward-looking statements. Our Form 10-K, as updated by our current and periodic reports, includes detailed discussion of principal risks and uncertainties which may cause such differences. Unless otherwise specified, all historical financial measures presented today exclude significant items. We will also refer to non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measures included in our press release and has been posted to DuPont’s Investor Relations website. I will now turn the call over to Ed.
Ed Breen:
Good morning and thank you for joining our fourth quarter and full year 2022 financial review. We posted strong quarterly top and bottom line results in line with our previously communicated guidance in an uneven global economy. Fourth quarter revenue included a 5% organic growth versus the year ago period, strong volume in water and auto adhesives, as well as ongoing strength in industrial end markets such as healthcare and aerospace, helped mitigate volume declines in consumer electronics end markets and softening conditions in North American construction markets. Strong pricing growth in the quarter reflects actions taken largely prior to the fourth quarter to offset persistent inflationary pressures in raw materials, logistics and energy. We sold over $800 million in year-over-year inflation headwinds for full year 2022. We delivered year-over-year operating EBITDA growth in the fourth quarter despite a slight volume decline, currency headwinds and the impact of portfolio divestitures. We also saw a margin improvement of 120 basis points, demonstrating solid operational execution and focus on items we can control within the highly diverse end markets where we participate. The closing of the M&M sale was a milestone event in the fourth quarter and our last contemplated large-scale divestiture. The transaction further transforms our portfolio to concentrate in more stable, secular, higher growth and higher margin end markets. As you can see on Slide 4, our transformation actions have significantly strengthened our balance sheet, increased our financial flexibility and positioned the company to continue to generate shareholder value through disciplined capital allocation. Following the M&M sale, we acted quickly in accelerating return of capital to shareholders. We authorized a new $5 billion share repurchase program in November and launched an accelerated share repurchase transaction for $3.25 billion of common stock, allowing the retirement of about 39 million common shares in the fourth quarter. We anticipate completing this ASR in the third quarter of 2023 and plan to execute share repurchases under the planned remaining authorization as soon as we can. In the quarter, we also retired $2.5 billion of long-term debt, which is due to mature in November 2023 and reduced our commercial paper balance to zero as of year end. The long-term debt retirement reduced refinancing risk and generated pre-tax annualized interest expense savings of approximately $100 million. We also announced today an increase in our quarterly dividend of $0.36 per share or a 9% increase versus last year. Going forward, we continue to target a dividend payout ratio of between 35% and 45% and expect to increase our dividend annually alongside earnings growth. In total, we deployed more than $7.5 billion of capital in 2022 through significant share repurchases, deleveraging and dividend payments, which reflects our overall balanced capital allocation strategy. We exited the year in a favorable balance sheet and liquidity position and we look to further allocate excess capital over time to max on value creation through both opportunistic M&A and incremental share repurchases. Our M&A focus remains on targets that fit within our growth pillars and are aligned with key secular growth trends that we have highlighted. Further, our disciplined approach to portfolio management will ensure that DuPont focuses on growing businesses where we are the best strategic owner. Regarding the Delrin sale process, we continue to advance our internal work required to divest the business. We are being prudent with the deal process to ensure suitable market conditions and still expect to have a completed sale in 2023. Finally, we also continue to invest internally in innovation and incremental operating capacity to fuel and support our organic growth. In 2023, we expect to allocate CapEx at about 5% of sales as we wrap up some larger scale projects this year and we target R&D spending at about 4% of sales on a consolidated basis longer term, investing differentially within our business lines based on growth potential. Turning to Slide 5 before I hand it over to Lori, I want to thank our teams who remain focused on operational execution in a difficult environment, which allowed us to produce solid revenue and earnings growth this fish year. I also want to thank our teams for their continued efforts made during 2022 in transforming our portfolio. We are excited about the longer term growth potential of our business in its newly constituted form, centered around the secular high-growth pillars of electronics, water, protection, industrial technologies and next-generation automotive. Our end market mix is notably tilted towards electronics at about one-third of our portfolio. Within electronics, we have a key presence in consumer-based end markets, namely chips, films, displays and printed circuit board materials used in smartphones, PCs and tablets. The bulk of our remaining electronics exposure is in areas such as data centers and telecommunications as well as industrial and automotive applications, primarily consumables used in the semiconductor chip manufacturing process. Despite short-term volume pressure, we are pleased with our electronics market position and confident this exposure will help generate strong growth over time. Our presence in electronics is enviable, with higher margins versus the company average and a solid competitive position across the key products we supply. Likewise, our water business at 12% of our portfolio operates in markets that are expected to grow mid to high single-digits, driven by the global response to concerns such as water scarcity and circularity. Additionally, our participation in the auto market at about 13% of sales is much more connected to high-growth advanced technologies, enabling long-term secular trends like hybrid and electric vehicles for items such as battery applications. A solid portion of our auto exposure is aligned to EVs, which are growing at a significant pace. Given these and our equally strong market positions in many other end markets, including within our protection and industrial technologies pillars, we believe that our financial results over time will bear out the view that the new DuPont will grow and generate returns on par with the best industrial assets in the public markets. In response to near-term short-cycle end market slowing expected in the first half of 2023, we have been doing scenario planning for some time now and are proactively taking actions within our control to minimize volume impacts on margins. As a result, we expect to be able to show the resiliency of the new DuPont portfolio this year. I look forward to providing you with updates as we progress through 2023. With that, let me turn it over to Lori to review our financial performance and outlook.
Lori Koch:
Thanks, Ed and good morning. The quality of our portfolio was highlighted this quarter as strong top line results across the majority of our business lines offset weaker conditions in consumer electronics and construction. The global economy remains challenging, but our team’s focus on execution drove solid fourth quarter earnings growth and operating EBITDA margin expansion against the prior year period. Turning to our financial highlights on Slide 6, fourth quarter net sales of $3.1 billion decreased 4% as reported and increased 5% on an organic basis versus the year ago period. Global currency volatility resulted in a 5% headwind from U.S. dollar strength against key currencies, most notably the yen, yuan and euro. We also saw a 4% portfolio headwind driven by the impact of non-core divestitures. Breaking down the 5% organic sales growth, 7% pricing gains were partially offset by 2% volume declines. Continued strength in water solutions and over 20% volume gains in auto adhesives were more than offset by further softening in smartphones and personal computing within interconnect solutions, a slowdown in semiconductor and construction market, as well as continued lower year-over-year volume from Tyvek protective garments within safety solutions. As we exited the year, we saw lower volumes in areas we have highlighted with total December organic sales up 2% year-over-year, including down high single-digits in China, driven by acceleration of COVID disruptions and low single-digit organic sales growth in the U.S. and Canada due to muted demand in construction and destocking by customers. From an earnings perspective, operating EBITDA of $758 million increased 1% versus the year ago period despite currency headwinds and the impact of portfolio. Organic earnings growth was driven by pricing and disciplined cost control, which more than offset inflationary cost pressure and lower volumes, including the impact of production rates. Operating EBITDA margin during the quarter of 24.4% increased 120 basis points versus the year ago period. Adjusted EPS in the quarter of $0.89 per share increased 16%, which I will detail shortly. Cash used in operations during the quarter of $126 million, less capital expenditures of $185 million and transaction-related adjustments totaling $213 million resulted in a free cash outflow of $98 million. The transaction-related adjustments consist of $163 million termination fee related to the intended Rogers acquisition, with the remainder from a tax prepayment for the M&M divestiture. Further headwinds to free cash flow during the quarter included transaction costs related to closing the M&M deal of about $200 million and an approximately $100 million cash outflow related to prepaid accounts payable in advance of the M&M deal closing, which was subsequently reimbursed to us at closing and reported as an inflow within investing activities. I call out these items to provide visibility into our underlying cash flow performance. Additionally, free cash flow included a working capital benefit during the quarter of about $120 million related to inventory reductions resulting both from our productivity efforts and from our decision to slow production in certain lines of business given the lower volume environment. Turning to Slide 7, adjusted EPS for the quarter of $0.89 per share increased 16% compared to $0.77 per share in the year ago period. The strong EPS growth came primarily from below-the-line items as organic earnings from our ongoing businesses were mostly offset by the absence of earnings from non-core divestitures as well as currency headwinds. Ongoing share repurchase continues to drive earnings per share growth, providing a $0.07 benefit to adjusted EPS. Lower net interest expense provided a $0.05 benefit to adjusted EPS, driven by both interest income resulting from additional cash on hand from the M&M divestiture and also lower interest expense resulting from the pay-down of $2.5 billion of senior notes during the quarter. Our tax rate for the quarter was 22.2%, up notably from 18.6% in the year ago period, resulting in a $0.06 tax headwind to adjusted EPS driven primarily by geographic mix of earnings and currency. Our full year base tax rate for 2022 was 23.2% and our 2023 outlook assumes a base tax rate in the range of 23% to 24%. Turning to Slide 8. Just to note a few metrics on a full year basis, net sales of $13 billion in 2022 increased 4% for the full year. On an organic basis, full year sales increased 8% due to a 7% increase in price and a 1% increase in volume. W&T and E&I delivered organic sales growth of 11% and 5% respectively and net sales in all four regions increased organically. Further, we delivered high single-digits or better organic sales growth in 5 of our 6 lines of business as well as in the retained businesses within corporate led by auto adhesives. Interconnect Solutions was the only business line down organically due to the slowdown in smartphones and personal computing since last summer. Full year operating EBITDA of $3.26 billion increased 3% due primarily to volume gains as pricing gains were mostly offset by continued pressure associated with higher raw material, logistics and energy costs. Operating EBITDA margin was flat at 25.1%, inclusive of price cost headwind of about 150 basis points. Full year adjusted EPS of $3.41 per share increased 12% versus 2021. The increase was driven by a lower share count from share repurchases, higher segment earnings and lower net interest expense, which was partially offset by a higher tax rate. Cash flow from operations for the year of $588 million, less capital expenditures of $743 million and transaction-related adjustments totaling $328 million for items that I mentioned earlier, resulted in free cash flow for the year of $173 million. Full year discrete headwinds included in free cash flow totaled about $650 million, which mainly reflect transaction costs. Turning to segment results, beginning with E&I on Slide 9. E&I fourth quarter net sales decreased 8% as organic sales declined 2%, along with currency and portfolio headwinds of 5% and 1% respectively. The organic sales decline reflects a 5% decrease in volumes, partially offset by a 3% increase in average price. The organic sales decrease for E&I was led by a 10% decline in Interconnect Solutions driven by volume linked with further weakening in smartphone, PC and tablet demand, along with channel inventory destocking and the negative impact of COVID-related disruptions in China. In Semiconductor Technologies, lower volumes resulted from reduced semi fab utilization rates due to weaker end market demand along with channel inventory destocking. End market weakness was seen mainly in smartphones and personal computing. In Industrial Solutions, volumes were muted as lower demand in consumer printing and weakness in LED silicones for conventional lighting in China more than offset ongoing strength in broad-based industrial end markets, including Best Bell product lines in aerospace and for applications in healthcare markets. Operating EBITDA for E&I of $407 million decreased 4% in the quarter as volume declines were partially offset by disciplined cost control with operating EBITDA margin up 150 basis points from the year ago period. For the full year, E&I net sales of $5.9 billion increased 7% versus 2021, up 5% on an organic basis as the portfolio benefit from last year’s Laird acquisition was partially offset by currency headwinds. Organic sales growth for the year of 5% consisted of a 3% increase in volume and a 2% increase in price. From a line of business view, organic sales growth was led by Semi Tech, up low double-digits and Industrial Solutions up high single-digits, partially offset by mid single-digit declines in Interconnect Solutions related to weakness in smartphones and personal computing end markets during the second half of 2022. Full year operating EBITDA of $1.8 billion increased 4% as volume gains, a full year of earnings associated with the Laird acquisition and higher pricing more than offset inflationary cost pressure and weaker mix in interconnect. Turning to Slide 10, W&P fourth quarter net sales increased 6% as organic sales growth of 12% was partially offset by a 6% currency headwind. Organic growth reflects broad-based pricing actions taken across the segment to offset cost inflation as WP volumes were flat. Organic sales growth was led by Water Solutions, which increased over 20% on strong global demand for water technologies, led by reverse osmosis membrane as well as capacity increases and pricing gains. Water continues to be an area of consistent strength with long-term top line growth expectations in the mid to high single digits. Sales for Safety Solutions were up high single digits on an organic basis as pricing actions were somewhat offset by lower Tyvek volumes given the demand shift from garments to other applications and the resulting impact of line changeovers on production efficiency. Excluding the year-over-year garment headwind, total W&P volumes increased approximately 2% in the quarter. In Shelter Solutions, sales were up high single digits on an organic basis as pricing gains were partially offset by volume declines primarily in North America construction. Operating EBITDA for W&P of $360 million increased 11% as pricing actions and disciplined cost control more than offset inflationary cost pressures and currency headwinds with operating EBITDA margin up 100 basis points from the year ago period. For the full year, W&P net sales of $6 billion increased 7% versus 2021 as organic growth of 11%, partially offset by a 4% currency headwind. Organic sales growth for the year consisted of a 12% increase in price, slightly offset by a 1% volume decline. Excluding the year-over-year garment headwinds, total W&P volumes increased 2% for the year. From a line of business view, organic sales growth was driven by mid-teens growth in Shelter Solutions, low teens growth in Water Solutions and high single-digit growth in Safety Solutions. Full year operating EBITDA of $1.4 billion increased 3% as higher pricing and disciplined cost more than offset inflationary cost pressure as well as currency headwinds. I’ll close with a few comments on our financial outlook and guidance for 2023 on Slide 11. We expect solid top line growth trends to continue into 2023 in businesses such as water and auto adhesives as well as stable demand across diversified industrial end markets, including aerospace and healthcare. We do, however, anticipate lower volumes during the first half of 2023 in consumer electronics and semiconductors, resulting from decreased consumer spending, inventory destocking and COVID-related impacts in China, largely within E&I. We also expect ongoing softness in construction end markets within W&T during 2023. For the first quarter of 2023, we anticipate continued weakness in these consumer-driven short-cycle end markets, resulting in a first quarter net sales expectation of about $2.9 billion or down mid-single digits on an organic basis versus the year ago period. As 2023 progresses, we assume stabilization of consumer electronics demand, normalization of customer inventory levels and improved China demand to drive sequential quarterly improvement in operating results, most notably in the second half of the year. Within the Interconnect Solutions business, where the printed circuit board market has been down since mid-2022. We anticipate that channel destocking and customer production rates begin to improve during the second quarter. Within semiconductor technologies, fab utilization rates are also expected to bottom during the first half of this year and improve around midyear. As a result of these assumptions, coupled with expectation of improvement in China across our product lines, we expect full year 2023 net sales to be between $12.3 billion and $12.9 billion. In response to the expected lower volume environment, we are focused on minimizing decremental margin impacts. To achieve this, we are focused on the operational levers within our control, including appropriate actions to increase productivity at our plant sites, reduce discretionary spending and realization of savings enabled by cost actions initiated during the fourth quarter. For first quarter 2023, we expect operating EBITDA of about $710 million. For full year 2023, we expect operating EBITDA to be between $3 billion and $3.3 billion, expecting to hold full year operating EBITDA margin flat at the midpoint of the ranges provided compared to last year. These same midpoints imply a decremental margin of 27% for the full year despite a mixed headwind resulting from volume pressure in our higher-margin business, mainly semi. Our first quarter adjusted EPS expectation of about $0.80 per share and full year adjusted EPS guidance range of between $3.50 and $4 per share assumes continued growth from below-the-line benefits related to a lower share count and lower interest expense. The midpoint of our full year adjusted EPS guidance implies growth of 10% versus last year, driven by these benefits from our ongoing capital allocation strategy. With that, we are pleased to take your questions, let me turn it back to the operator to open the Q&A.
Operator:
[Operator Instructions] Your first question comes from the line of Scott Davis from Melius Research. Your line is open.
Scott Davis:
Hi, good morning, everybody.
Ed Breen:
Good morning, Scott.
Scott Davis:
Let’s – if you don’t mind, I’d love to get a little bit more color on the inventory levels. When you think about, I mean, two different businesses really with the interconnect and the semiconductor side. But how high did inventories get? Meaning kind of how above normal were they? And where would you characterize them today versus where perhaps they were maybe a quarter ago?
Ed Breen:
Yes. So on ICS, as Lori just mentioned, Scott, that started its downturn actually middle of 2022. So that’s been going through a downturn. It’s obviously lower demand. And a lot of that lower demand, by the way, is China related lower demand because of COVID and lockdowns and all that. And so we have talked to our 10 largest PCP customers mainly in China, and it looks like they are going to begin their ramp in the second quarter. We’re thinking more in the middle of the second quarter. And maybe to give you a couple of numbers behind it, their PCB fabs usually run in the high 70% utilization rate. They have been – they are all a little bit different, but they have been running kind of between 40% and 60% and they expect the second half of the second quarter to be kind of up to 60% to 65% and then ramp up from there. So that’s what we’re getting granularly on the ground. And of course, smartphones are supposed to pick up in 2023 from last year. And remember, the smartphones in China were down 20% last year. So it was just a big down. I mean nobody – none of the consumers were shopping. So I think just China coming back on its own from kind of this artificial COVID thing alone is going to help with demand. And remember, we’re high on electronics in that market in general. So I think we will see a boost there. And then if we’re right with our customers on the PCB side, we will start seeing that in the middle of the second quarter. And then on the semi side, I think that’s pretty public knowledge. But those fabs were all running high, kind of 95%. They are now running in the low 80s. Now remember, a lot of that is destocking going on. Most of the chip guys are saying the biggest down quarter is the first quarter. We think it’s the first and second quarter. So in our planning, as Lori mentioned, that’s what we planned that we start seeing our ramp towards the end of the second quarter. And if you look at the MSI data, it’s kind of minus 10 and then minus 12 versus the second quarter, and then it improves and gets actually positive in the fourth quarter. And then, of course, we will – our demand will happen slightly before that MSI number. So I think we – the way we laid it out, we’re sequencing it properly. And by the way, maybe just to give you the rest of the landscape the way we put ‘23 together. We plan that the construction markets will be down all of 2023. And then pretty much every other business, we have all the industrial businesses will be stable in 2023 and the water business will grow mid to high single digits. So that’s kind of a lay of the land of how we put it together.
Lori Koch:
Yes. If I can just add to, we referenced the market research inventory index for semi to get an understanding of what inventory exists in the channel. And right now, usually, it says it kind of goes into surplus mode when the inventory index is above 1.2. We’re looking to be in that – butting up against the 1.2 as we close the first quarter. And the second quarter to our earlier point is the peak where it gets a little bit higher than 1.2, and then it starts to come back down. For reference, back at the last semi downturn in the late 2018, 2019 downstream, it was much higher. So it doesn’t feel like we have the same dynamics going on at what we had back then. But it does feel like there is more in the channel than where we were definitely last year at this time, we were kind of at a below one level with respect to the inventory index.
Scott Davis:
Okay, I am going to stick to one question. It’s main issue for me. Thank you and best of luck.
Ed Breen:
Thanks, Scott. Good to hear from you.
Lori Koch:
Thank you.
Operator:
Your next question comes from the line of Steve Tusa from JPMorgan. Your line is open.
Steve Tusa:
Hi, guys. Good morning.
Ed Breen:
Good morning, Steve.
Steve Tusa:
So just looking at the guide, I think you guys have like $0.60 or something like that of tailwinds off of the 340 base kind of gets to just above $4. The low end of the range at 350 just seems like what’s embedded in the low end of that 350 range? I feel like the math gets us to something a little bit higher, at least at the low end?
Lori Koch:
Yes. So the low end on both the top and bottom line really assumes not much improvement coming out of Q1. So a little bit mainly driven by seasonality, but not a lot of recovery in the end markets that we had spoke about. So it is more on the pessimistic side. We believe a lot of indicators that we’re seeing and the conversations that we’re having with our customers would suggest that wouldn’t come to fruition, but we wanted to bucket it on the low end just to be cautious.
Steve Tusa:
Yes, got it.
Ed Breen:
I mean, Steve, it would be more a global recession scenario. So we’re just bracketing it. But I would point you to the midpoint of our guidance is we’re obviously trying to zero in at.
Steve Tusa:
Yes, that’s where we are anyway. I saw some news on an employment contract. I got a lot going on this morning. But can you just maybe give us a little bit of color there for you?
Ed Breen:
Yes, Steve. So I had a contract in place, I think it was a 3-year contract that ends at the end of this calendar year. And a question I get pretty frequently from investors is that your retirement date because that’s when your contract expires. So the Board and I wanted to take that off the table. I’m going to continue employment after the end of the year. And I don’t need a contract anymore because some of the stipulations were back in from the DowDuPont days. And so I’m just an at-will employee, but excited to continue after the end of the year.
Steve Tusa:
Okay, great. Thanks a lot, guys.
Ed Breen:
Thank you.
Operator:
Your next question comes from the line of Vincent Andrews from Morgan Stanley. Your line is open.
Vincent Andrews:
Thank you, and good morning, everyone. You guys had really strong pricing in 2022, obviously, to get after that $800 million of inflation. How do we think about that price cost relationship in ‘23? Presumably, there’ll be parts of your business that will hopefully see some deflation, and then maybe wages and stuff are still a headwind. But how should we be thinking about carryover pricing into ‘23? And how you’ll manage pricing where you might see some deflation?
Ed Breen:
Yes. So we haven’t seen any positive impact yet in our numbers, but I would expect on the logistics and freight side, maybe we will start to see something towards the end of the second quarter there. We’ve baked very little into our 2023 business plan for any benefit from price cost A. little bit is in the second half of the year. But not much when we start to see it, we will highlight it obviously and look at our forecast again. But I mean, obviously, it looks like some of these roles are going to start to come down here and again, see some benefit from the extreme freight rates in the middle of last year. But again, we’ve baked very little of that in so far.
Lori Koch:
Yes. And from a price – carryover price perspective, we do see a little bit in Q1 in the low single-digit range and then it pretty well waned as we lap. The significance of the price increases that we drove happened in Q1 of last year. So you’ll pretty well lap that in the first quarter.
Vincent Andrews:
Okay. And then, Lori, just a follow-up, do you have a sort of rough guide for free cash flow conversion for ‘23? I mean it’s very clear there was a lot of moving parts and noise in the ‘22 number. But how are you thinking about ‘23 at this point?
Lori Koch:
Yes. Obviously, 2022, as you had mentioned, was noisy with the transaction cost, coupled also with the supply chain environment that caused us to hold more inventory than what we normally would. So we don’t see that repeating. Obviously, on the transaction side from that perspective and the working capital situation should get better. So we should target to be at that 90% conversion range that we target for the full company. So you can use kind of the midpoint of guide that we had provided and a calculated into a number, making sure that you contemplate that roughly $150 million to $200 million in transaction costs that are primarily associated with some straggling carryover from the M&M separation and then the Delrin Divestiture.
Ed Breen:
We did start to bring inventory down in the fourth quarter. So we’re going to start hopefully trending here. Now the supply chains are kind of moving back to sort of normal.
Vincent Andrews:
Okay. Great. Good news. Thank you.
Ed Breen:
Thanks, Vincent.
Operator:
Your next question comes from the line of Christopher Parkinson from Mizuho. Your line is open.
Christopher Parkinson:
Great. Thank you so much. You posted pretty solid results, water, protection, specifically in water and safety. Can you just go over some of the guide framework you hit on a lot on E&I? Can you get on some of the guide framework as it pertains to W&P and just speak about kind of what’s driving that and as well as the sustainability as we think throughout ‘23 and even into ‘24? Thank you so much.
Lori Koch:
Yes. From an organic basis, we will continue to see strength within water. So we had really nice performance in the water segment in general in 2022 with organic sales up kind of high single digits, and we would expect a similar performance this year. The one end market that will be weak for us, as Ed had mentioned, is Shelter. So in the first quarter, we do see Shelter down kind of in the mid-teens, that will moderate as you go – as you go through the year, is down into the mid-single digits potentially on a full year basis. But we don’t see a full recovery in shelter within the 2023 timeframe. And then generally, in safety, those are industrial end markets for the most part, minus maybe a little bit of destocking that’s happening at some of the big distributors that should generally perform in line with industrial production on a full year basis.
Ed Breen:
Yes. And on the Shelter side, remember, there is seasonality in that business. So the first quarter is usually the lowest that we’ve planned kind of a recession scenario for construction throughout the whole year, but then you will get some seasonality lift as you’re in the middle of the year, just naturally off of a tougher bottom, but.
Christopher Parkinson:
Got it. That’s very helpful. And then you also hit on some remarks regarding just the Delrin timing and just how do we think about that? Do you have anything else that you’d be comfortable adding at this time in terms of just the process, where you stand, your confidence level versus a few quarters ago? That would be very helpful. Thank you so much.
Ed Breen:
Yes. So we’ve done all the clean room work that’s all set. We’ve been doing some education on the business externally. If I had to kind of guess at this point, I think we’re going to launch more formally at the end of this quarter that we’re now in. We think the markets are better than they were in the fourth quarter. There is probably strategic and private equity interest. So that’s why we are being careful on the timing. And so my gut is we will launch around them. And the business looks like it’s having a pretty decent first quarter as we can see it right now. So I think that the timing might be good there. And we should be able to wrap up a deal fairly quickly in that business. So it’s not that complicated. So that’s why we made the comment that we should be able to close that, obviously, in 2023.
Christopher Parkinson:
Very helpful. Thank you so much.
Operator:
Your next question comes from the line of Mike Leithead from Barclays. Your line is open.
Mike Leithead:
Great. Thank you. Good morning.
Ed Breen:
Good morning, Mike.
Mike Leithead:
First, I just wanted to go back and talk about the expected cadence for full year earnings. It sounds like kind of reading between the lines, you’re indicating late in 2Q things start to pick up, inflect in electronics and some input deflation. So should we model a pickup really starting in the second quarter? Or does the recovery begin more notably in the third quarter in your view?
Ed Breen:
You’ll get some lift in the second quarter, and I would say, predominantly because of China coming back kind of online, if I should say it that way. So I would model – we’ve given you the first quarter. I would model some sequential improvement, but the bulk of it would be the third and fourth quarter. And again, it lays out. We think the middle of the second quarter, the ICS business start, the fab start ramping up. So most of that benefit, you’ll see third and fourth quarter, a little bit in the second quarter. And then we don’t – we’re not planning on semi picking up until the third quarter. Maybe it will happen in the middle of the second quarter, but somewhere in that ZIP code. And so you get a little bit of China uplift, maybe a little on ICS. But again, planning mostly third quarter for that. Maybe a little in semi. But again, planning more third quarter for that. So I think you can kind of build that out. to get to kind of maybe our midpoint that we’ve guided to for the year.
Mike Leithead:
Great. That’s super helpful. And then quickly, just a second question just on M&A. we have seen a few transactions start to pick up a bit as of late. Can you just talk about are you seeing some of the potential acquisition size?
Ed Breen:
Yes. We are looking at a couple of things we have been interested in. Of my – my gut is we will do a bolt-on acquisition this year, but that’s not a given. We are in no rush. We want to get it at the right price. So, we will see. But we are definitely looking and zero in on a couple of things. But I will put them more on the bolt-on size, from a spend category, and it would clearly be in one of our growth pillars where we have the expertise. And what we really want to do is pick up innovation and R&D and technologies in core areas to build out a couple of the platforms.
Mike Leithead:
Great. Thank you.
Ed Breen:
Yes. Thank you.
Operator:
Your next question comes from the line of Aleksey Yefremov from KeyBanc Capital Markets. Your line is open.
Aleksey Yefremov:
Thank you and good morning everyone. In E&I, you are discussing several new products launched in both interconnect and semiconductor technologies. So, I wonder how are your customers looking at adoption of new technologies, things like new nodes for your fab customers, is it getting pushed out or there is policy interaction on that?
Lori Koch:
No. I mean, the interaction still remain very robust and they are a key portion of our delivery of top line growth, especially within semi. So, we would still expect that 200 basis points to 300 basis point outperformance versus the end markets and the discussions are still very frequent and common for us to be able to continue to drive that relationship.
Ed Breen:
Yes. I mean – and let’s keep in mind that when the semi thing picks up for the second half of the year on the next decade looks pretty incredible for the semi business. You see all the announcements on the fabs. Almost all of these fabs are the denser small or high end chips. And that’s why we, as Lori just mentioned, we get the 200 basis point to 300 basis point overgrowth from the market is because we get to participate more and more on the advanced node side. So, the – we are going to have a couple of soft quarters here, but the outlook over the next decade is pretty incredible in this space. So, we stay very much up on the R&D, and we are very close to the top semiconductor customers doing design and work with them.
Aleksey Yefremov:
Thanks a lot.
Ed Breen:
Yes.
Operator:
Your next question comes from the line of Josh Spector from UBS. Your line is open.
Josh Spector:
Yes. Hi. Thanks for taking my question. Just your guidance doesn’t appear to really factor in any further buybacks beyond the ASR you have ongoing. I was just wondering if you could talk about your willingness to either deploy that additional $2 billion on top of the ASR immediately following. How you are thinking about when that plays into your framework?
Lori Koch:
Yes. So, the guide does contemplate starting potentially another ASR when this was one is completed like the beginning of the fourth quarter. So, our guidance that we provided for EPS has a reduction in the full year versus the first quarter outlook, and that reflects getting started on that second tranche of $2 billion that we have remaining on the authorization. But we also have the ability to still purchase over the top on the existing ASR should we feel it prudent. So, we have some volume that we can purchase as needed while the current ASR is open. Generally, you try to keep your volume under 15% of daily purchases, so that you don’t work against yourself and our current contracts on the ASR allow us to do a little bit over the top.
Ed Breen:
Josh, as a reminder, Page 16 of our slide deck has some additional modeling guidance, including share count, but don’t miss the fact that we took quite a few shares out in the fourth quarter associated with the ASR that was enacted in mid-November. So, you may have been missing that effect in the fourth quarter and then the guide for ‘23 on the year-over-year.
Josh Spector:
No. Got it. I appreciate that. And just Ed, I guess a follow-up on the contract you have in place to keep going beyond this year. I guess it’s become a bigger question for investors around long-term transition planning. So, I guess where would you say you and the Board are in terms of thinking about kind of the next step for DuPont, maybe it’s multiple years out, but where are we in that process?
Ed Breen:
Yes. The Board is well aware of internal candidates being developed and continuing to go through their career. So, we – the Board is clearly aware of who internally is an option for the next CEO role. But we are also not at that point, but we do discuss it regularly in the development plans for the internal candidates. So, I will just leave it at that.
Josh Spector:
Okay. Thank you.
Operator:
Your next question comes from the line of John Roberts from Credit Suisse. Your line is open.
John Roberts:
Thank you. Ed, you didn’t mention the U.S.-China trade technology restrictions, including the new Huawei controls. Is that an immaterial issue for DuPont?
Ed Breen:
Yes, it’s 50 – John, the reason we didn’t – I know we mentioned it last quarter, but it’s about $50 million to $60 million of revenue. So, it’s not that significant, though. But we did bake that obviously into our forecasting that we did. And so whether you can take that as – you can extract that down to EBITDA, it’s not that big in the scheme of things. But that’s definitely in place, yes.
Lori Koch:
Yes. And that’s on that Ed said on the direct Huawei exposure, there is really not much there. So, we don’t have exposure there.
Ed Breen:
Right, that $50 million to $60 million is semi.
Lori Koch:
Yes.
John Roberts:
Can you remind us when the first PFAS trial is scheduled and any update on the negotiations there?
Ed Breen:
Yes. John, it’s scheduled in June of this year. And we have ongoing conversations for a settlement. By the way, I think having a – the judge appointed a mediator, I think that was around the time we did last earnings call, if I remember. And I would say that’s very helpful to the process. So, I will leave it there.
John Roberts:
Thank you.
Operator:
Your next question comes from the line of Arun Viswanathan from RBC Capital Markets. Your line is open.
Arun Viswanathan:
Thanks for taking my question. Just kind of understanding kind of the back half cadence and you will be exiting the year on. So, if you think about the guidance you offered, does it look like maybe the back half is kind of at a run rate basis, maybe at the upper end or maybe at the middle end of the range, say, Q3, Q4 averaging close to $1 or – and what is it going to take to really get to that kind of level of earnings power? Is it mainly a macro recovery, or are there other levers within your control that you can leverage? Thanks.
Lori Koch:
Yes. So, you are pretty well spot on the second half EPS trajectory, and it really is all impingent upon the pace of the recovery in the end markets that we highlighted. So, seeing the semi destock and the demand return, seeing the smartphone and consumer electronics destock stop and the demand return. And then obviously, the continued China reopening will have a positive impact on our business. So, that impacted us in December and it will impact us on Q1 as they continue their reopening. But remember, we have got 20% of our sales into China. So, a nice opportunity as they continue to recover from the full COVID lockdown. So, it’s really that the shift between the first half and the second half is really all from the top line and expected to recover…
Ed Breen:
Yes. And you get, sorry Chris, you do get a nice lift in margins and it benefits from mix in part. I mean as E&I comes back, remember, you have got a nice margin lift. So, you are kind of in the mid-24s on a margin in the first half and then you are up in the low to mid-25s in the second half, again benefiting from that mix and the timing of that E&I rebound from first half to second half. So, you end up averaging. The overall margins for the year end up being relatively flat, but there is a nice lift on a run rate basis when you are in the second half there.
Arun Viswanathan:
And just as a follow-up then, if you look at ‘24, you will be facing easier comps, especially in the first half in E&I. Do we return kind of to a double-digit EPS growth rate in ‘24? Again, would you be inclined to increase the repurchase activity to reach that level if needed? Thanks.
Lori Koch:
Yes. I mean I think it’s a little early to start looking at ‘24. Obviously, this should – we have got nice EPS growth from the capital allocation decisions that we have made, and we will see that carry into 2024 as well because the second piece of the existing authorization really won’t be put in place until the fourth quarter. So, you won’t get the full benefit on a full year basis from that. But yes, in a normal environment, we should drive really nice top and bottom line growth. We have got end markets that would suggest in total, you would be in that mid-single digit range on the top line if they perform in a normal macro perspective. And then I think we have proven that we do a really nice job of driving margin improvement and leverage across the P&L. So, we wouldn’t see any material change there from that dynamic.
Arun Viswanathan:
Thanks.
Operator:
Your next question comes from the line of John McNulty from BMO Capital Markets. Your line is open.
Bhavesh Lodaya:
Hi. Good morning Ed and team. This is Bhavesh Lodaya for John. In your guide, you have a cautious outlook on the construction end markets pretty much throughout the year. Is there a way to quantify what the year-over-year EBITDA impact is from the downturn? And then I realize it’s early, but when do you expect to get more clarity on a potential trajectory of recovery there?
Lori Koch:
Yes. So, for the Shelter segment, it’s about 13% of sales. And we had mentioned on a full year basis, we would expect that to be down mid-single digits. And we have sized the EBITDA margin profile of shelter as below the W&P segment average. So, I think we have given you several data points there that you can back into what we believe the EBITDA headwind will be to W&P and the total company from shelter in 2023.
Bhavesh Lodaya:
And then you highlighted cost – yes, sorry, please.
Lori Koch:
You go ahead.
Bhavesh Lodaya:
You highlighted cost control measures initiated during the fourth quarter and those clearly helped from the margin perspective. Is there a way to quantify the benefit? And do you need to do more of these in 2023, or maybe what’s built into your guide around these?
Lori Koch:
Yes. So, we took costs out in the fourth quarter. We opened a restructuring program. And under the restructuring program, we took about a $60 million charge. And a lot of that was to get after the stranded costs that we saw coming out of the completion of the M&M divestiture, and there also were some actions in the business is able to drive productivity. So, we have got further room under the restructuring program if we would need it to be able to continue to drive margin and the decremental margin that we target. As of now, there is really nothing planned or baked into the guide incrementally, but we have the flexibility as we need to.
Bhavesh Lodaya:
Got it. Thank you.
Operator:
Your next question comes from the line of Mike Sison from Wells Fargo. Your line is open.
Mike Sison:
Hey. Good morning guys. Nice end of the quarter. Nice end of the year. In terms of your outlook for construction, I mean are you hearing from your customers now that their backlogs are really weak at the end of the second half, or is it just more planning for difficult environment that with high interest rates and such?
Ed Breen:
Yes. It’s just the planning at this point. And by the way, not to get overly optimistic, I heard a couple of homebuilders during this last quarter, actually reported numbers that were kind of nicely better than were expected with decent backlog, actually. So, I think it’s mixed out there. I think certain regions of the country, if you look at the detail, are doing better, in construction, some of the Southeast and Southwest areas. But having said that, again, we are also in a deleveraging mode here right now. And remember, some of our construction materials go into big box for do-it-yourself stuff and there is clearly destocking going on there. So, that part of it will end. But we have just planned look with interest rates where they are at the macro on the shelter business right now, just assume the whole year stays at about the level it’s at. And Lori mentioned the percentages. So, I think it’s just prudent planning on our part.
Mike Sison:
Got it. And then for E&I, it does seem like you need some volume growth in the second half to hit the midpoint. How much of that is from new products and some of your innovation that you have done and maybe wins on new nodes and memory?
Ed Breen:
Well, let me just give you, overall, our new products are – that have been launched in the last few years or like 30% of our sales. So, we track that very, very closely. We are constantly bringing out new versions, I would say, of our technology all the time. And that’s what keeps us ahead of the pack on, for instance, the advanced nodes in semi. And as – so it’s constantly happened. But I wouldn’t say that it’s not going to have a material effect on where our revenue ends up. That’s just a month-by-month that happens.
Lori Koch:
Yes. I think I mean back to the outperformance that we highlighted. So, currently the full year MSI expectations are in the down mid-single digit range, obviously vary dramatically by the quarters with the first quarter starting at it, down kind of low-double digits. But our expectations opposite that full year down low-single digit MSI number or down mid-single digit MSI number would be to be down low-single digits. So, we would still expect that outperformance by the innovation engine that we have that allows us to be able to be more exposed to the high-end nodes and continuing to build relationships with those customers.
Ed Breen:
And that, again, that low mid-single digits for MSI is very negative in the first quarter and build during the year, and it gets positive in the back half of the year, which we believe that also having talked to our semi customers.
Mike Sison:
Got it. Thank you.
Operator:
Your next question comes from the line of David Begleiter from Deutsche Bank. Your line is open.
David Begleiter:
Thank you. Ed and Laurie, how should we think of – in E&I, how should we think about incremental margins in the back half of the year?
Lori Koch:
Yes. We would expect in the back half of the year, the overall EBITDA margins to be more in that 31%-ish range that we would expect from the E&I perspective. So, they will be a little bit muted in the first half and we would expect a return from the EBITDA margin profile in the second half.
David Begleiter:
So, what is implied for incrementals in the back half of the year, mid-30s or higher?
Lori Koch:
A little higher, yes, mid-30s, maybe upper-30s incremental margins. They shouldn’t be too different than the – obviously, the gross margin you would see within the E&I segment.
David Begleiter:
Understood. And just in W&P, what drives earnings higher in ‘23?
Lori Koch:
I mean I think if you see a little bit of deflation that would drive earnings higher, we had mentioned in 2022 and the current expectation for 2023 is, there is about a 100 basis point headwind from net price cost. We haven’t baked any material benefit in from that perspective. So, that would be one tailwind that would help to drive the EBITDA margins higher. And then the other would just come within E&I mix enrichment. So, the quicker recovery in summary, that’s obviously our highest margin segment. So, that would help as well to drive the E&I margins.
David Begleiter:
Thank you.
Operator:
And the last question comes from the line of Frank Mitsch from Fermium Research. Your line is open.
Frank Mitsch:
Thank you so much for squeezing me in under wire. I appreciate the granularity on China, your expectation that you are going to see a pickup by the mid-second quarter. But just curious, what are you seeing here real time post Chinese New Year in terms of economic activity there?
Lori Koch:
Yes. I mean obviously, we can see January is also a little hard to see through given the timing of Lunar New Year. So, this year, it was full in January, last year full in February, so it makes it a little bit different from a year-over-year comp perspective. But the reopening is definitely happening. Right now, I think the benefit of the reopening is more on the essential side. So, spend is more towards those essential needs, and we would need it to obviously tend over to the discretionary needs that we would expect to see as you get further into the first half. But definitely, the lockdown appears to be well behind them and they are returning to some form of normalcy.
Frank Mitsch:
Very helpful. And if I could stick to the geographic theme, your year-over-year volume declines in Europe moderated from the third quarter here in the fourth quarter. So, I am just curious as to what are you seeing on the ground in that part of the world and what your expectations are for ‘23 over in Europe?
Lori Koch:
Yes. So, Europe does feel a little bit better as they get the concerns around the access to energy behind them. And obviously, the energy rates or it’s a tailwind for everybody. So, you have seen a really material pullback in the European natural gas rates. And so we are cautiously optimistic on Europe and the continued benefit there. For a full year basis, we are still generally flat for overall volumes in Europe. We will see how that trends as the year plays out.
Frank Mitsch:
Very helpful. Thank you.
Ed Breen:
I think – is a big part of how that plays out because of water [ph] in Europe is fairly significant.
Frank Mitsch:
Got it. Thank you.
Operator:
And this ends our question-and-answer session. Mr. Chris Mecray, I will turn the call back over to you for some final closing comments.
Chris Mecray:
Yes. Thanks everybody for joining our call. We appreciate your participation and for your reference, and a transcript will be posted on our website. This does conclude our call. Thank you.
Operator:
This concludes today’s conference call. Thank you for your participation. You may now disconnect.
Operator:
Good day, and welcome to DuPont's Third Quarter 2022 Earnings Conference Call. Please note, today's conference is being recorded. [Operator Instructions]. Chris Mecray, Vice President of Investor Relations, you may begin your conference.
Christopher Mecray:
Good morning, and thank you for joining us for DuPont's Third Quarter 2022 Financial Results Conference Call. Joining me today are Ed Breen, Chief Executive Officer; and Lori Koch, Chief Financial Officer. We have prepared slides to supplement our remarks which are posted on DuPont's website under the Investor Relations tab through the webcast link. Please read the forward-looking statement disclaimer contained in the slides. During this call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainties, our actual performance or results may differ materially from our forward-looking statements. Our 2021 Form 10-K, as updated by our current and periodic reports, includes detailed discussion of principal risks and uncertainties which may cause such differences. Unless otherwise specified, all historical financial measures presented today exclude significant items. We will also refer to other non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure is included in our press release and also posted to DuPont's Investor Relations website. I'll now turn the call over to Ed.
Edward Breen:
Good morning, and thank you for joining our third quarter financial review. We posted strong quarterly results, above our previously communicated guidance, in an extremely challenging environment due to uneven macro conditions and persistent inflation globally. Our revenue growth of 4% versus the year ago period included solid organic growth of 11%. Customer demand remains strong across most of our key end markets, during the period, highlighted by double-digit volume increases in select areas, including Kalrez, Vespel, Laird, Semi, Water and Auto Adhesives. To combat persistent inflationary headwinds in raw materials, logistics and energy, we continue to implement necessary pricing actions, which have fully offset such headwinds to date. Given continued energy cost inflation, we now expect full year 2022 inflation of about $800 million year-over-year, which we anticipate will be fully offset by pricing actions. Our third quarter results also demonstrated year-over-year operating EBITDA growth and margin improvement, reflecting DuPont's unique business mix, innovative solutions and highly diverse end markets as well as strong operational execution during the period. We are pleased to have reported strong performance during each of the first 3 quarters of 2022, and we remain firmly committed to continued strong execution in the coming periods. Turning to Slide 4, I will comment on the details of our transformation progress. First, last week's announcement that we completed the sale of the majority of our M&M segment to Celanese marks the completion of our last contemplated large-scale divestiture for which we received $11 billion in gross cash. The M&M business is an excellent set of assets that we know will prosper, and we are confident that Celanese is the right owner going forward. We are excited by the prospect of proving to the market that our multiyear transformation has brought DuPont to a truly different place. After the Dow merger, followed by the spins that created the new DuPont, we have further transformed our business with large-scale deals, including the N&B split-off and now the M&M transaction. We further sold 8 smaller businesses over the last 3 years, with proceeds totaling over $2 billion. We are starting the next phase of our growth from a position of strength, leveraging highly profitable businesses with strong and leading market position centered in growing markets as well as a healthy balance sheet. These assets include some of the best intellectual property in their respective industry verticals with globally recognized brands familiar to us all as well as the thousands of long-time B2B industrial customers. For DuPont, we are confident that our remaining mix of businesses offers a different dynamic with significantly lower volatility and higher expected long-term growth given our revenue mix. This is driven by a focus on secular tailwinds, including the 5G build-out and other electronics drivers, the global clean water infrastructure development, continued demand for safety and personal protection solutions, secular growth across multiple industrial technology verticals that we serve and from next-generation automotive growth. We believe we have built a portfolio that can perform alongside the best diversified industrial companies. Our businesses are aligned with secular growth trends, we deliver top-tier levels of profitability and we should clearly benefit from dampened business volatility compared to our portfolio from just a few years ago. These advantages are clear and will help us to generate superior shareholder value over time. Regarding the Delrin divestiture process, we continue to advance our internal work required to divest that business. We are being diligent with our overall marketing process to ensure we maximize value in proper market conditions and expect to have completed a sale in 2023. Before I move on, I'd like to briefly address the intended Rogers acquisition. We terminated this deal on November 1, which was the outside date of the transaction agreement originally signed a year ago. This was an unfortunate outcome in that the potential strategic fit of Rogers with our business was strong and we saw a lot of opportunity, but we're unable to secure regulatory approval for the transaction. We wish the Rogers team well. For DuPont, the inability to close the acquisition has no material impact on our ongoing business outside of the obvious loss of opportunity. We remain confident in the quality of our portfolio and its growth potential, and we'll look to be opportunistic with select and targeted M&A moving forward. Shifting to capital allocation on Slide 5. With the receipt of the proceeds from the M&M sale, we are now able to accelerate our capital return options and further strengthen our balance sheet, while maintaining flexibility to continue to grow the business through disciplined and targeted M&A. Today, we announced that our Board has authorized a new $5 billion share repurchase program which expires June 30, 2024. We intend to act immediately and enter an accelerated share repurchase agreement for $3.25 billion of common stock which includes the remaining $250 million under the previous authorization. We anticipate completing this ASR within about 9 months, with 80% of the shares retired upfront during the fourth quarter. We currently expect to complete the full $5 billion of repurchases within the authorization period. In addition, we will retire $2.5 billion of our senior notes due 2023 in the fourth quarter. The prepayment reduces refinancing risk in a rising rate environment, while generating pretax annualized savings of over $100 million. Further, we plan to reduce our commercial paper balance to 0 by year-end, of which we had $1.3 billion outstanding at the end of the third quarter. In combination, the significant share repurchase authorization and our deleveraging plan demonstrates our continued commitment to returning capital to shareholders while maintaining a strong balance sheet. Our approach remains balanced and in line with our overall capital allocation strategy. We expect to finish the year with a leverage ratio significantly below our longer-term target, maintaining balance sheet capacity to further allocate excess capital through a combination of bolt-on M&A and potential share repurchases over time. Our M&A focus remains on targets that fit within our growth pillars and are aligned with key secular growth trends. With that, let me turn it over to Lori to discuss third quarter details as well as our financial outlook.
Lori Koch:
Thanks, Ed, and good morning. As mentioned, we saw continued strong demand during the quarter in most of our end markets, with organic growth better than our expectations coming into the quarter. The global economy remains challenged in some respects, but our team's focus on disciplined pricing and operational execution contributed to operating EBITDA margin expansion on a year-over-year basis. Turning to our financial highlights for the quarter on Slide 6. Net sales of $3.3 billion increased 4% as reported and increased 11% on an organic basis versus the prior year quarter. Global currencies remained highly dynamic as we saw a 4% headwind resulting from U.S. dollar strength against key currencies, including the euro, yen and yuan. The 3% portfolio headwind reflects the impact of noncore divestitures. Breaking down organic sales growth, we saw 8% pricing gains and 3% higher volume. Volume growth reflects continued strong demand, most notably in semiconductor, water and general industrial, reduced somewhat by lower volumes for protective garments within Safety Solutions and ongoing softness in smartphone and personal computing markets globally within Interconnect Solutions. On a segment basis, third quarter organic growth was 15% for W&T, 7% for E&I, and I'll highlight 25% organic growth for the retained businesses that we report in Corporate [indiscernible] representing the adhesive portfolio from the former M&M segment. On a regional basis, we delivered organic sales growth in all four regions, led by volume increases in North America and Asia Pacific. From an earnings perspective, operating EBITDA of $856 million increased 5% versus the year ago period and adjusted EPS of $0.82 per share increased 4%. These increases were driven primarily by volume gains as pricing actions were offset by higher inflationary cost pressure. Adjusted EPS in the quarter included a higher-than-expected tax rate, which I'll detail shortly. Operating EBITDA margin of 25.8% increased 30 basis points year-over-year on stronger volumes and productivity. Operating EBITDA margin in the quarter, adjusted to exclude price cost, was over 27%. Finally, incremental margin was 33% on a as-reported basis. Cash flow from operations during the quarter of $419 million, adjusted for capital expenditures of $172 million and the $115 million tax prepayment related to the M&M divestiture resulted in free cash flow of $362 million. We continue to experience significant headwinds from transaction costs related to the M&M separation as well as working capital headwinds primarily from the divested M&M business. Free cash flow conversion in the quarter for the total company was 73%. For the ongoing portfolio, if M&M was excluded, free cash conversion in the quarter would have been in line with our target of greater than 90%. Turning to Slide 7. Adjusted EPS of $0.82 increased 4% compared to $0.79 in the year ago period. Stronger segment results versus the prior year contributed 8% to adjusted EPS growth or $0.06 driven primarily by volume growth. Benefits from ongoing share repurchases continue to drive earnings growth, providing a $0.04 benefit to adjusted EPS. The absence of earnings related to noncore business divestitures and the impact of currency headwinds negatively impacted third quarter results, and we expect both to be more significant headwinds to year-over-year earnings in the fourth quarter. Our tax rate for the quarter was 26.2%, up notably from 23.5% in the prior year, resulting in a year-over-year headwind to adjusted EPS of $0.03 and a $0.05 headwind in the quarter compared to the midpoint of our previous modeling guidance. Our full year base tax rate is now expected to be about 24%, with the increase driven by currency and mix and geographic earnings. Turning to segment results, beginning with E&I on slide. E&I delivered third quarter net sales growth of 3% and organic growth of 7%, including a 4% increase in volume and a 3% increase in price, partially offset by a 4% currency headwind. Sales growth was led by Semiconductor Technologies, which increased mid-teens organically as strong demand continued led by the ongoing transition to more advanced new technologies and high semiconductor fab utilization along with growth in 5G communications and data centers. Industrial Solutions posted another strong quarter with organic sales growth of high single digits led by ongoing strength from Kalrez semiconductor-related product offerings, Vespel products serving recovering aerospace markets, OLED materials for new electronic displays related model launches and for health care applications such as biopharma tubing. Interconnect Solutions sales decreased mid-single digits on an organic basis due to volume decline. Coming into the quarter, we expected a return to positive organic growth within Interconnect, but continued softness in consumer electronics specifically smartphones and lower PC and tablet demand globally, more than offset strong demand for Kapton film product applications in industrial end markets such as rail and defense and strength in Laird product offerings, including electromagnetic shielding and thermal management. Given this demand softening, we now expect Interconnect Solutions organic sales for the full year to be down mid-single digits. Operating EBITDA for E&I of $473 million was relatively flat as volume gains in semi and Industrial Solutions were offset by lower volumes and weaker product mix in Interconnect Solutions, along with lower JV earnings. Operating EBITDA margin of 31.3% was down 110 basis points from the prior year due primarily to the impact of price cost. Turning to Slide 9. W&P delivered net sales growth of 10% as organic sales growth of 15% was partially offset by a 5% currency headwind. Organic growth for W&P reflected a 13% increase in price and a 2% increase in volume. Organic sales growth was led by Shelter Solutions, which increased high teens driven by pricing actions and further aided by volume growth on continued demand in North America commercial construction. Sales for Water Solutions were up an impressive mid-teens organic growth rate on strong global demand for reverse osmosis and on-exchange resin technologies as well as pricing gains. Sales for Safety Solutions were up low double digits on an organic basis as pricing actions were slightly offset by lower Tyvek volumes given the shift from garments to other Tyvek applications and the resulting impact of manufacturing line changeovers on production efficiency. Excluding the year-over-year Tyvek garment headwind, total W&P volumes would have been up approximately 5%. I will also acknowledge the dedicated work of our teams for safely and promptly restoring operations at our Spruance plant earlier in the third quarter from an unforeseen utility disruption with minimal impact on the quarter's results. Operating EBITDA for W&P of $382 million increased 8% versus last year as pricing actions and volume gains more than offset higher product costs driven by inflationary pressure, weaker product mix and currency headwinds. Operating EBITDA margin of 24.9% included a 170-basis point headwind related to price cost. Excluding this price/cost impact, operating EBITDA margin would have been 26.6% during the quarter. I'll close with a few comments on our financial outlook and guidance for the full year 2022 on Slide 10. We expect solid demand trends to continue in the fourth quarter in many of our key end markets such as Water, Industrial and Auto Adhesives, to name a few. That said, we anticipate continued softness within Interconnect Solutions related to smartphones and personal computing globally and expect some slowing in customer fab production rates in our semi business. Additionally, we expect some impact from reducing our production to drive down inventories on a consolidated basis. Lastly, we expect further currency headwinds to negatively impact both top and bottom-line results. Based on these assumptions, we are adjusting the midpoint of our full year 2022 net sales guidance to the low end of our previous range and now expect net sales to be about $13 billion. Compared to our previous midpoint, this change reflects about $150 million of incremental foreign currency headwinds, with the majority of those headwinds impacting the fourth quarter. For the full year, we now expect foreign currency to be approximately a 4% headwind to reported net sales. Our organic net sales growth expectation of high single digits for the full year remains unchanged. Due to the same factors just noted, we are adjusting the midpoint of our operating EBITDA guidance to the low end of our previous range and now expect full year 2022 operating EBITDA to be about $3.25 billion. We now expect full year adjusted EPS to be about $3.30 per share, within our previous range. The higher-than-anticipated base tax rate for the full year that I discussed earlier, which equates to a $0.09 headwind versus our previous guide, is expected to be offset by a lower share count and net interest benefits resulting from a higher cash balance and the capital deployment actions we are taking in the fourth quarter. In closing, our team remains focused on operational execution and expect to use the levers within our control to meet our financial goals and continue to drive value for our shareholders. With that, we are pleased to take your questions, and let me turn it back to the operator to open the Q&A.
Operator:
[Operator Instructions]. Your first question comes from Jeff Sprague with Vertical Research.
Jeffrey Sprague:
Congrats on getting all that done. Just would love to put a finer point on how you're thinking about capital deployment beyond what you announced today. And specifically, as it relates to kind of M&A. Should we really think this will be bolt-ons and kind of neatly fitting with inside of how the portfolio is positioned? Certainly seems like you could benefit from just letting things settle down for a while and allowing people to digest kind of what you do and how the portfolio is taking shape.
Edward Breen:
Yes. Jeff, I think very good points you're making. We're in no rush to do an M&A deal. Eventually, especially in this environment. I don't think any of us know where things are actually headed. So we're going to take a pause here, see how the next set of months play out. We do have targets we've been interested in for quite a period of time, whether they're actionable or not is another kind of story. And they clearly would be in the pillars of the secular growth areas, the 5 areas that we've talked about. So we're not going to deviate off into anything else. But we're in the same mode, I think, as your opening comment, Jeff, let things settle down. We've made a lot of moves. We've pretty much finished our transformation except still for the sale of Delrin, which will happen in 2023. And so no rush to do anything. But we do have the capacity to do some bolt-on-type M&A, and that's the way we're thinking about it, is more on the bolt-on size of the deal.
Jeffrey Sprague:
Great. And then maybe just a follow-up for Lori. Can you just kind of level set us on what you're expecting for the actual net proceeds for M&M, paid some tax here in Q3. And also you did note some free cash flow headwind from M&M. And I think you were talking about that all throughout the year. So are there actually some kind of favorable working capital adjustments here kind of on top of the gross kind of sales proceeds that we're talking about?
Lori Koch:
Yes. So to your first question, I expect about $10.4 billion net after tax on all of the customary closing adjustments from the Milan transaction. So if you look to the end of the year with all the puts and takes, about -- we announced today on the capital allocation between the share repurchase authorization getting started with $3.25 billion and the fixed portion of the November 2023 is being paid down at $2.5 billion, that would put our year-end cash at roughly $4.8 billion, so a nice position to be in. As far as the working capital headwind, so there's no working capital benefit to be had from a cash flow perspective. It was more just calling out the headwinds that were in our numbers prior to the separation of the M&M business. And so if you look at our cash used kind of prior to their separation, the largest portion of the working capital headwind was from the M&M business. So we were just highlighting our actual cash performance would have been better without them in the portfolio. So in the quarter, we were 73% as reported for free cash flow conversion. We would have been more in the range of the greater than 90% that we target for the Remainco portfolio had we not had them in the results.
Operator:
Your next question comes from the line of John Roberts with Credit Suisse.
John Roberts:
I'll ask just one here. In semiconductor materials, Entegris reduced the December quarter sales by about 10% for the new U.S. restrictions on China. And they also noted the memory chip weakness was affecting CMP disproportionately. Are you seeing anything different in the semiconductor market?
Edward Breen:
Yes. Well, on the export control issue in China, there's really 3 restrictions on that. And by the way I would put it in a category of it's more because of advanced chip technology. So the -- for instance, one of them is logic chips at 14 nanometers or below is restricted, it's one of the key ones. So for us, it's not that big. Most of the fabs in China are not the high-end advanced chips. So if you look at it on an annual basis, if we are restricted and cannot get a license to supply that, there would be about $60 million of revenue for us on an annual basis, so say about $15 million on a quarterly basis, which we took that $15 million into account in our fourth quarter guide that we gave. Overall, on the semi side, we look at the inventory index, for instance, like Gartner puts out and it's, give or take, 1.1 right now. If you kind of go back to the last downturn of semi back in 2019, it peaked out at 1.31. So just to give you a little bit of a parameter on where that sits. So it's on the high end. We think there's 2 or 3 quarters of correction there that we'll see. But the downturn in 2019 was like 6% to 7% year-over-year downturn. So just to give you some perspective. But at this point in time, it's not at the peak of where it was in the '19 time frame.
Operator:
Your next question comes from Scott Davis with Melius Research.
Scott Davis:
Are you guys surprised that the 8% price didn't fully cover cost this quarter? Were there some kind of intra-quarter cost increases or surprises there that caught you a little flat-footed?
Edward Breen:
No, Scott, it did not. Maybe we misstated it. We did cover all the costs. So our cost inflation, I think last quarter we reported we thought it was around $700 million. It's now $800 million for the year, and that's all based on mostly energy increase in Europe, as you're all aware of, on natural gas. And by the way, just to give you kind of more color to that, we are obviously seeing commodities start to come off their peak. We thought we would start to maybe start seeing some benefit and hopefully we do in 2023. But then energy spike, so the energy just about to offset what we've been seeing the benefit on the commodity. So hopefully, now as we progress over the next months, we start to see some spread there, that would be helpful. But no, we did implement more price increase. We covered the whole $800 million that we're going to have for the year at this point in time. And just to remind you, every price increase we did, we put it into the product cost. We did not do it as surcharges that would fluctuate off an index. So customers would have to negotiate with us when there's any price changes.
Scott Davis:
All right. That's super helpful, Ed. And just a little follow-up on Interconnect. I mean, are you guys -- I assume you're selling to Foxconn, are you impacted by the plant shutdown that's been announced?
Lori Koch:
Yes. So we did announce a deceleration in our expectations for the Interconnect Solutions in general. So it will be covered by what you're hearing in the headlines with respect to smartphone and consumer electronics and then, ultimately, the underlying PCB demand. So for the year, we now expect Interconnect Solutions to be down mid-single digits. So that would all be wrapped up in that number.
Edward Breen:
Yes. Just to give you a perspective, we thought in the second half of the year, ICS would be up mid-single digits. Now it's down mid-single digits. So I think we've taken all that into account. And by the way, just to remind you, it's hard to remember this, but we're already two quarters into the ICS, that whole PCB smartphone, laptop downturn. So they don't last forever, but we've already had 2 quarters of it.
Operator:
Your next question comes from the line of Steve Tusa with JPMorgan.
Charles Tusa:
Given its election day, I'll make a recommendation, you should run for office someday, Ed.
Edward Breen:
I like what I do now.
Charles Tusa:
Yes. I think you get the 10 -- votes from the 10 guys who cover the stock, for sure. So just on the fourth quarter price cost, you were 130 bps, I think, headwind this quarter, I believe you said. I might have missed that. Does that -- I assume that gets a little better in the fourth quarter. The math suggests that it may not get better in the fourth quarter.
Lori Koch:
Yes. So the dollar does get a little bit less in the fourth quarter because we start to lap some of the prior year increases. And so we're expecting about a 5% price increase in the fourth quarter versus the 8% that we posted in third quarter and then 7% in the second quarter. As far as the margin headwind, it would be a little bit less, but our underlying guidance does suggest overall EBITDA margin improvement in the fourth quarter. So if you back into the fourth quarter from the full year guide that we gave, we'd be more in the low 24% range from an EBITDA margin perspective versus last year it's 23.2%. And I'd highlighted that sequential decline, expected decline in EBITDA margin is really from one seasonality. So we tend to see some seasonality as our volumes are lowest in the fourth quarter. And also, we did elect to take down production to be able to better align our inventory levels. So we are seeing some stabilization in the supply chain that gives us confidence we can start to tweak down these inventory levels. And so there will be a unit cost headwind in the fourth quarter. So those two combined are the drivers of the sequential EBITDA margins' decline.
Charles Tusa:
And then just one more question on this. I know you gave the margin headwind, but just so we're on the same page, what was the -- out of the $800 million, how much of that came in 3Q?
Lori Koch:
About $240 million.
Charles Tusa:
Of inflation?
Edward Breen:
Yes.
Lori Koch:
Yes. So we're at $650 million year-to-date and another $150 million in 4Q to get to the $800 million for the full year.
Charles Tusa:
Okay. And any carryover for next year when it comes to price? And you said now inflation, you probably won't get relief there, but any carryover on price into next year?
Lori Koch:
Yes, there should be some, especially in first quarter. So that's when we really started to ramp the price increases. And then we did see some inflation start to ramp in the first quarter. Our number hasn't materially changed. I believe, back in Q2, we thought the full year would be $500 million. So we did see some escalation in the 2Q time frame. But the numbers have been starting to normalize in the back half of the year. So the increases that we just saw recently have been more in the European natural gas side versus the underlying raw material side.
Edward Breen:
Steve, it's going to be interesting for all of us going into 2023 as we work our way through it how carry through and handles this price cost issue because the commodities are definitely coming down pretty uniformly. Not crazy, but they're down 20%, 25% in many cases. So if the natural gas thing settles out, I think we've peaked on all this inflation and then how do we handle price cost as we move forward with all the price that we got.
Operator:
Your next question comes from the line of Mike Leithead with Barclays.
Michael Leithead:
Great. Just one for me. Ed, I was hoping you could provide what -- to the degree you can, a bit more color about the decision to walk away from Rogers as opposed to pursuing another extension or rework transaction. It sounds like you're saying it was ultimately unworkable from a regulatory perspective. Is that fair? Was it just an issue of sitting in limbo for an elongated period of time here?
Edward Breen:
No, it's very simple. We did not get regulatory approval in China. It had been a full year. That was our outside date. And we ended it, which was the contractual agreement. So really, there's nothing more to it.
Operator:
Your next question comes from John McNulty with BMO Capital Markets.
John McNulty:
Ed, you spoke a little bit to the Interconnect Solutions' weakness. Can you speak a little bit broader in terms of the macro trends that you're starting to see right now? Some of your business is pretty resilient through that. But are you starting to pull any levers just on macro concerns at this point that we should be thinking about?
Edward Breen:
Yes. I'll let Lori start out, and I'll add some color.
Lori Koch:
Yes. I think as far as pulling leverage to make sure that we drive the best margin profile that we can, we did announce in the Q that we'll come out this afternoon a restructuring program. Initially, it's really just to get after the stranded cost from the M&M transaction now that it has closed. So we signaled about $50 million of stranded costs associated with the M&M transaction. So we'll get at those first to take those out to be able to drive further profitability. And then we've got room underneath the restructuring that we announced to take further cost action as appropriate if we start to see further deceleration in the top line.
Edward Breen:
And we have already, as a management team, laid out what those. So we'll do the stranded costs, as Lori said, but we've already laid out the detailed actions we do for some additional restructuring if we felt it was needed. And then I'll go back to the point I made a minute ago, there's a big lever in price cost that we're going to have to figure how that plays out through 2023.
John McNulty:
Got it. Got it. No, makes sense. Fair enough. And then just -- maybe just a follow-up on the M&A questions from before. So I guess with Rogers clearly having some problems on the regulatory front, and maybe it's a political thing, U.S. and China or not, it seems like a lot of things are kind of getting held up at this point. Does it make it hard for DuPont going forward to make acquisitions in the electronics area? And should we be thinking going forward that bolt-ons would be more focused on the Water and protection area? Or is that really not the right read on this?
Edward Breen:
Let me say it this way, just by the way it's played out, some of the things we're interested in happened to be in Water and happened to be in the industrial technology space. So I guess if it stays their kind of targeted for down the road when we want to do something, it's probably not an issue that we would have to deal with. And who knows on the electronics? I just don't know the answer to that. We don't know what we don't know. But having said that, I mean, we loved Rogers coming in because it added some tools in the toolkit. But we have a very comprehensive portfolio in electronics. With the Laird in there, it's really been beneficial. Laird has been performing awesome. And they've gotten -- as we highlighted, I think last earnings, they've gotten some wins for DuPont technology with some Laird customers. And also, I don't feel bad about where we're at, at all in the electronics side. Again, it would have been nice to have Rogers, but -- and we're not probably looking at an electronics deal anyway at this point in time. So not going to be an issue.
Operator:
Your next question comes from the line of Aleksey Yefremov with KeyBanc Capital Markets.
Aleksey Yefremov:
How do you think about the debt reduction versus potentially doing even larger buyback for this trench of capital allocation?
Edward Breen:
Well, first of all, and we said this in our prepared comments, we'll do the $5 billion repurchase. And by the way, we can be in the market -- in the open market doing some of that if we feel it's appropriate during the year, depending on what the economy is looking like. So it's -- the ASR will take us 8, 9 months, but we can be over the top doing some additional purchase. So we'll just see how that plays out. But -- and have the opportunity to do another ASR right on the heels, if that's how we want to handle it. So we have our options open to us there. But we also have a fair amount of firepower as we kind of go through 2023, if you do the math. And again, it would be for bolt-on potential acquisition, but we also have the opportunity to do more share repurchase if we want. So we don't need to make those decisions now, but we'll contemplate that as we go through 2023.
Aleksey Yefremov:
Thanks, Ed. And going back to Interconnect business, would you try to maybe forecast when this reaches a bottom? Do you think Q4 or Q1 could be when it starts -- stops going negative?
Lori Koch:
Yes. It does feel like we have reached the bottom in the Interconnect space between the PCB application. So as Ed had mentioned, we're a good 2 quarters in, so it feels like we bottomed out. We're not ready to call kind of growth in the next quarter or anything, but we do feel like the deceleration has plateaued.
Edward Breen:
Yes, we got a peak pretty deep into it at this point in time. I mean the PCB players in China really shut down. So I think they're correcting their inventory really quickly. I mean, they truly shut down. It's not like they cut back on production. So I think they can fix things pretty quickly. And so I don't want to put a date on kind of building out of it. But again, we are pretty far into it months wise at this point in time.
Operator:
Your next question comes from the line of Mike Sison with Wells Fargo.
Michael Sison:
Nice quarter. Just one question for me. It seems like the consensus view is for a recession next year. Can you maybe talk about each of the businesses and how it should perform in a downturn? And just when I think about the fourth quarter outlook, multiplying that by 4 probably isn't the right way to think about a recession case and maybe walk through the puts and takes of that sort of potential.
Lori Koch:
Yes. I mean, I think, first, starting in the financials, I think you're right to take the fourth quarter, it tends to be usually our seasonally weakest quarter. And so to take it and run rate it could be difficult. I wanted to highlight, too, just the natural EPS growth that we have from the actions that we've taken on the capital allocation side which will bolster us as we head into 2023. So between the share repurchase that we announced today at the $3.25 billion, the lower interest income that we called out of -- lower interest expense that we called out of $100 million and further interest income from the cash that we'll be holding in the balance sheet, we've got north of 15% EPS growth just from those actions alone. So nice to be -- positioned to be in as we head into 2023. As Ed had mentioned, we'll aim to maintain favorability on the price/cost side as we start to continue to see the commodity prices decline. And I did highlight that we have initiated a cost restructuring program should we need it beyond the stranded costs that we've highlighted to take out. So from that perspective and from maintaining a good margin profile, I feel like we're protected as we head into next year. And from an end market perspective, we've highlighted that we probably feel like we're already 2 quarters into the consumer electronics downturn and the semi piece that I had highlighted, the inventory index that we pay attention to. And so while it is elevated versus where it was during the pandemic, it's not as elevated as it was back in the 2019 time frame when we saw semi volumes down in the mid-single-digit range. From the industrial side of the portfolio, so the remaining piece of electronics and then the broadness of W&P beside the shelter piece, those pieces, they're pretty stable. So Water, we've got a really nice backlog, at least 6 months of backlog in the Water business. A nice performance on the defense side, especially on the aero piece within the safety portfolio as we see those markets continue to recover. The one piece besides consumer electronics and semi that we're paying close attention to is obviously the Shelter business. The North America residential side, which is about 40% of the business, we'll pay close attention to, obviously, with the news out there on the potential headwinds in that space, but we're not seeing anything material at this point, so...
Operator:
Your next question comes from the line of Laurence Alexander with Jefferies.
Daniel Rizzo:
This is Dan Rizzo on for Laurence. You mentioned before about having prices not be surcharges, but just kind of be in the production cost or in the cost of the product. I was wondering, historically speaking, have you ever -- with that scenario, have you ever had to give price concessions? Or are they generally relatively sticky?
Edward Breen:
Well, I think for all of us, it's hard to totally answer that question because we never had inflation like this in at least in my career and raised prices as much as all of us have. So our game plan clearly is to keep a spread there because I'm a strong believer we have big intellectual property, a lot of our products are needed, they're the best in the industry and they should have good EBITDA margins with them. And generally, we do have very good EBIT margins across the board. So the game will be to keep that spread there. But when you've had this kind of inflation, I don't think you'll hold on to all of it, and I don't think any company holds on to all of it, by and large, but can you keep a spread will be the real game.
Daniel Rizzo:
That's helpful. And then just one other question. In terms of FX, you mentioned the headwinds. I was wondering if there's -- if you've ever given a rule of thumb, like a $0.05 move in the euro versus $1 or something like that where the basket translates into x percent in -- I'm sorry, in sales or EBITDA?
Lori Koch:
So we've never given a rule of thumb the drop-down from the top line headwind. So in the fourth quarter, we expect about a 6% year-over-year headwind from a currency perspective. The drop through down into EBIT is not materially different than the overall EBITDA margin that we have for the total company. So you could use that to kind of model where we think the roughly $200 million year-over-year headwind in currency translates to EBITDA.
Operator:
Your next question comes from the line of Christopher Parkinson with Mizuho Securities.
Christopher Parkinson:
Just given the solid result on W&P margins on your longer-term pathway back to '27, '28, has the calculus changed at all between the buckets of price cost over intermediate to long term, improving ops and just overall business mix? Is there any change of thought process? Or is just hey, we have a lot of things going in the right direction, and we'll get there in due course.
Lori Koch:
No, there's no change in the EBITDA margin improvement drivers that you had mentioned. The one piece that we'll continue to watch, as I had mentioned, was can we drive continued favorability within the margin improvement from price cost? So as the costs start to decelerate, are we able to maintain a more favorable price profile?
Christopher Parkinson:
Got it. And just very quickly on E&I., are you seeing any changes in deferrals in leading-edge capacity ramps in any way, shape or form in terms of core MSI heading into 2023? In any way, does that change your expectation for 200 to 300 basis points of outperformance? Just any color on that, let's just say, preliminary framework would be very helpful.
Lori Koch:
Yes. I would say longer term, there's no material change in the profile of high single-digit CapEx going in and driving high single-digit increases in production. Some of the numbers, as we head into 2023 from a market research expectations, do see a decline in MSI. So the initial numbers right now are around a 5% decline in MSI, but we would still expect that same outperformance of 200 to 300 basis points. And so if MSI is down 5% next year, we would expect to be down 200 to 300 basis points ahead of that.
Operator:
Your next question comes from the line of Josh Spector with UBS.
Joshua Spector:
I wanted to follow up on the recession question earlier. So you said not annualizing -- annualizing fourth quarter is not the right way to look at it. That's about $3 billion in EBITDA. Talked a lot about positive points that you could have on the price cost side and some of the restructuring items. I mean is it fair to say that you're starting bogey for next year from an EBITDA perspective is about flat year-over-year even in a recessionary environment?
Lori Koch:
Yes. I think it's a little too early to call what 2023 EBITDA looks like. So we highlighted the actions that we're taking to drive EPS improvement from the share repurchase and from overall improved performance in interest expense and interest income. But we haven't really indicated anything yet about what the EBITDA profile would look like beyond the actions that we're taking on the cost side to take out the stranded costs and then we've got the ability to do more there should we see further need to.
Edward Breen:
A lot of it, by the way, comes down to how you will individually model a recession scenario next year, and therefore, how do you model commodity inflation or deflation coming, because that's going to have a big bearing on all our -- all the multi-industrial companies if you start seeing that benefit. And then back to a question earlier, can you hold some of that, I think is really going to be an interesting question for all the multi-industrials. So how that plays out is very different than any other recession we've been through.
Joshua Spector:
Yes. Understood. Fair point. And I just wanted to follow up on W&P and just specifically, I guess, the Shelter side. Are you seeing any destocking? Is that baked into your fourth quarter guidance? I guess, we've seen other firms talk about pretty severe destocking globally and even in North America into construction markets. So I'm just curious where you stand on that cycle or what the risk is of that increasing or accelerating into early next year?
Lori Koch:
Yes, I wouldn't say there's anything material at this point. There are elevated inventory levels at some of the big box retailers, but we haven't seen any material destocking yet at this point. So we did see positive volume growth in Shelter in Q4. And I'll just remind you of the distribution of the Shelter business, roughly $1.8 billion of sales, about 40% of it is commercial, which seems -- which remains to be very strong for us. So that's selling into health care and education and other types of commercial applications. 40% residential and then 20% kind of the do-it-yourself market.
Edward Breen:
And we did -- just as a correction, we did see positive volume growth in Shelter in Q3. We're assuming that moderates a little bit going forward as Lori noted, given inventory in the channel. But it really hasn't changed materially in the order book today.
Operator:
Your next question comes from the line of Arun Viswanathan with RBC Capital Markets.
Arun Viswanathan:
I guess I had two questions. So first off, when you think about the volume outlook, could you just describe maybe the volume outlook for Water in some of the portfolio -- parts of the portfolio that are less economically sensitive? Do you see kind of the lower peak-to-trough variability on earnings playing out as you expected with your earlier communication?
Lori Koch:
Yes, we do see continued strength in water. So in the quarter -- third quarter, volumes were up low double digits and we see kind of mid-single-digit growth in Q4. And as I had mentioned, we've got a really nice backlog there. So should there be any moderation in demand, we've got over 6 months of the backlog that we can work down to be able to bolster the overall volume profile for the Water business.
Arun Viswanathan:
And then just a question on capital allocation. You obviously have some proceeds left over after the debt reduction and the share repurchase. Is there a time line that you'd look to deploy that, say, $2-plus billion? Is there any kind of thoughts you could offer for us how to think about that will be deployed?
Edward Breen:
Well, we -- so it's interesting. We're moving as fast as we can on the share repurchase. We can only take out so much volume so quick, so we'll move as fast as we can there. And then as we said earlier, just to puncture again, we are in no rush to do anything from a bolt-on M&A standpoint. We want to see how the economy is going to play out. There might even be a better entry point 6 months, 8 months, a year down the road. So I wouldn't answer that we have -- whatever excess cash we have at this point in time, there's really nothing we're going to do with it presently and we'll just monitor the next few months on that. And remember, we still have to sell Delrin, so we don't have the money for that yet, and that's probably more towards the back half of 2023 at this point in time.
Operator:
Your next question comes from the line of David Begleiter with Deutsche Bank.
David Begleiter:
Ed, Auto Adhesive is doing quite well. What are the prospects of this business? And will it always -- will it stay in Corporate & Other going forward?
Edward Breen:
Well, Lori manages it, and it's growing like a weed so I'll let her answer it.
Lori Koch:
Yes. So we are seeing really nice growth in the Auto Adhesives, primarily driven by the conversion and the opportunity that we have on the battery side. And so we saw the 25% organic growth in the third quarter, and we expect further growth as we move forward. The distribution between ICE and EV from a 2022 builds perspective is really pretty disparate. So the overall expectation for ICE vehicles is actually, I think, to be slightly down. And for EV, EV-related materials is to be up well into the double digits. And so that dynamic is what is playing into our growth portfolio as we move forward. As far as finding the permanent home for the Adhesives business, it will not stay in corporate. So here in short order, we'll figure out where those businesses need to be aligned. We wanted to make the decision after we had got through the Rogers decision. And now that we know that path forward, we can figure out where these businesses reside permanently going forward.
Edward Breen:
Yes. We think we can leverage it well with some of our other auto exposure, especially on the EV side. So we'll organize ourselves to advantage ourselves as we talk to that customer base that we have other products and opportunities to sell into. So it will advantage the adhesive business over time. But by the way, we're feeling very good about our win rate there. And you can see by the organic growth, Lori, what was that? Yes, 25% growth is pretty spectacular in that business. And I don't see it slowing down just because of what Lori just described, the EV build rates coming over the next 5 years.
David Begleiter:
Very good. Ed, do you have an update on PFAS and the South Carolina MDL?
Edward Breen:
Nothing really new to report, although we've been in pretty intense conversations. Just let you know; I am personally involved with my General Counsel. And we're really hoping we get to a resolution, but I don't want to put a time line on it. But -- and just I think this is public knowledge. The judge has continued to encourage settlement talks with the plaintiffs here. And that's a good sign and potentially even using a mediator. And so we've made tremendous progress, but I don't want to put a time line on it. It's a continuing process. And you know very well, we want to get the water district cases settled, that's really the big focus for us.
Operator:
Your next question comes from the line of Steve Byrne with Bank of America Merrill Lynch.
Stephen Byrne:
Yes. Ed, you made a comment about some cross-selling between Laird and legacy DuPont. And you also made the comment about [Technical Difficulty].
Christopher Mecray:
Steve, are you there?
Edward Breen:
We lost Steve.
Operator:
Your next question comes from the line of Frank Mitsch with Fermium Research.
Frank Mitsch:
Looking geographically, obviously, very strong growth in North America for the quarter, but still high single digits in Asia and in Europe. And I'm curious if you could provide an outlook here in Q4. What are you seeing so far in those regions as many others have talked about some of the difficulties that they've been seeing there?
Lori Koch:
Yes. So as you had noted, we had really strong performance in North America and Asia Pacific. As we look into the fourth quarter, our overall volume expectation in the guidance that we had provided was to be about flat. So that's versus about the 3% that we saw in Q3, where the top of the house North America had mid-single-digit volume and Asia Pacific had kind of low single-digit volumes. So as we head into 4Q, we don't see a material change in the Asia Pacific volumes or Europe, we do see a little bit of a deceleration in the North America volumes, so more in the low single-digit range. And so overall, racking up to about flat year-over-year. On top of that, there was the price piece that would provide us with a nice organic number. And so we will continue to see, as I had mentioned earlier in the call about 5% price increase.
Frank Mitsch:
Understood. And you indicated that you're going to lower operating rates in the fourth quarter. Obviously, Interconnect stands out as an area. Where else may be looking to lower your operating rates in the fourth quarter?
Lori Koch:
Yes. It's generally across all the lines of business just as we get more comfortable with the supply chain environment. So we feel like things have normalized there so that we can be a little bit more aggressive on the inventory front. And so it's across all the lines of business that we'll be reducing production rates.
Edward Breen:
Yes. So look, we made a fundamental decision, we did it a couple of years ago. We were losing some EBITDA at the expense of lowering working capital, and we decided to make that decision to get more in line going into 2023 with where we want to be from an inventory standpoint.
Operator:
Your final question comes from the line of Steve Byrne with Bank of America Merrill Lynch.
Stephen Byrne:
Will give it another shot here. I just wanted to hear your view on your pipeline, in R&D in each of your businesses. Putting end market outlook aside, where do you see the potential for the most growth from internal R&D discovery?
Edward Breen:
Well, the biggest -- look, the biggest area always for us and it's quicker cycle is the E&I business and more centered in electronics business. We have an 8% R&D spend there. It's very, very robust, and we're constantly introducing new products in that area, Steve. But one of the areas we're really focusing on -- remember, one of the strengths at DuPont is the application engineering expertise. We live with our customers and we do design and work with them. And we're really focused on leveraging, for instance, the Laird platform with the existing DuPont technology. So one of the things I was alluding to, we've got a couple of auto customers where Laird was already into an electromagnetic shielding thermal management and they have now been pulling in some DuPont applications and products for wiring protection and all that. So there's a lot of focus there on how can we get the synergies from a revenue standpoint from those. So I'd say that's the biggest area. But remember, R&D for us is the heart of the company and application engineering is the heart of the company. So it's across the board here. we're very big on intellectual property. When we look to do a bolt-on, I think I mentioned this in my remarks, intellectual property to us is very key. And the ability to have strong application engineering across the board in all our end verticals is very key for us.
Stephen Byrne:
And maybe just one more to drill into your Water business. Do you monitor your customers' water treatment systems to seek ways to lower their energy costs or to upgrade into newer technologies?
Lori Koch:
We do. Yes. We've got a really nice portfolio that we're growing in the lithium battery space that we've mentioned for the Water business. So there's about 30% of water is in the specialty, so kind of outside the Industrial applications. And that's where all of those high-growth opportunities sit. Also obviously, we're well aligned with the UN sustainability goals, and that sits front and center with the Water business as well.
Edward Breen:
And to your point, by the way, one of the big things we work on with our technology is right to the heart of the question you asked, is reducing the energy consumption. So we're working on technologies around that, and that could be cutting-edge for us, give us a competitive advantage.
Operator:
And at this time, I'll turn the call over to Chris Mecray for closing remarks.
Christopher Mecray:
Yes. Just thank you, everyone, for joining our call. And for your reference, a copy of the transcript will be posted on our website. This concludes the call. Have a great day.
Operator:
Thank you for participating. You may disconnect at this time.
Operator:
Good morning, and welcome to DuPont 2Q 2022 Earnings Conference Call. [Operator Instructions]. Thank you. Chris Mecray, you may begin your conference.
Chris Mecray:
Good morning, everyone. Thank you for joining us for review of DuPont's Second Quarter 2022 Financial Results. Joining me today are Ed Breen, Chief Executive Officer; and Lori Koch, Chief Financial Officer. We prepared slides to supplement our comments during this review, which are posted on the Investor Relations section of DuPont's website and through the webcast link. Please read the forward-looking statement disclaimer contained in the slides. During this financial review, we'll make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainties, our actual performance and results may differ materially from our forward-looking statements. Our 2021 Form 10-K, as updated by current and periodic reports, includes detailed discussion of principal risks and uncertainties which may cause such differences. Unless otherwise specified, all historical financial measures presented today exclude significant items. We'll also refer to other non-GAAP measures. A reconciliation to the most directly comparable GAAP measures are included in our press release and posted to the Investor page of our website. I'll now turn the call over to Ed.
Edward Breen:
Good morning. Thank you for joining our second quarter financial review. We posted strong quarterly results above expectations in a difficult environment. Our top line revenue growth of 7% versus the year ago period included solid organic growth of 9%. Overall, customer demand remained strong across our key end markets as E&I delivered a 6% volume increase, driven by ongoing strength in Semiconductor Technologies and Industrial Solutions. In terms of inflation, our pricing actions continue to fully offset higher costs associated with raw materials, logistics and energy. Early in the quarter, our expectation for full year 2022 was about $600 million of increased costs, and that number has now risen to over $700 million, mainly due to higher energy and logistics costs. We still expect to remain price/cost-neutral in the second half and for the full year based on pricing actions we have taken. Overall, our second quarter results reflect year-over-year and sequential earnings growth. These results highlight the strength of our end markets and our team's efforts to successfully navigate a challenging macro environment, which was further complicated by China's COVID lockdowns during the quarter. We were very pleased with the lockdowns alleviated by mid-June and that our China-based colleagues who operated diligently under difficult circumstances have been able to return to some form of normalcy. More broadly, our focus on execution continues to drive results as we increase our use of digital tools and other plant site investments to drive additional productivity and capacity release. Finally, with regards to sustainability, I am pleased to highlight that last month, we announced our commitment to setting targets to reduce greenhouse gas emissions, in line with the Paris Accord Science-Based Targets initiative, or SBTi. This is an important step toward reducing our overall climate impact, and it builds on our existing commitment to protect the planet by reducing the carbon footprint across our value chain in partnership with customers and suppliers. Turning to Slide 4. I'd like to update you on key initiatives for 2022 stakeholder value creation, namely our portfolio transformation and our balanced approach to capital allocation. In addition, I will highlight our continued focus on growth execution on the following slide. First, as it relates to the Rogers acquisition, the progress is being made on the required regulatory reviews, with China being the last jurisdiction outstanding. We expect the deal to close during the third quarter. Regarding Rogers' first quarter 2022 performance, we were satisfied with top line progress for the business, with growth in the high single digits, and we're especially pleased to see new wins and ongoing growth in the electric vehicle space. Rogers' business in the period was impacted by a price/cost gap and several operational challenges that held back full earnings potential, but we remain confident in the actions that the Rogers team is taking, and we expect improvement as we move forward. For the M&M transactions, we are on track regarding timing associated with the M&M divestiture to Celanese, with a completion anticipated around year-end. We continue to make the necessary progress to separate the business, and we were pleased to see Celanese secure permanent financing in the last few weeks. We also continue to move forward with plans to divest the Delrin business and affirm our expectation for completion around midyear 2023. This past July 1 marked the 1-year anniversary of our acquisition of Laird Performance Materials. I've commented previously on how successful this acquisition has been for us, including overall financial performance ahead of plan on both the top and bottom lines. We also continue to advance commercial synergy opportunities on top of cost synergies previously noted. Finally, we completed the sale of the Biomaterials business at the end of May, which was the last of our previously announced noncore business divestitures. Since 2019, we generated gross proceeds of over $2.2 billion by divesting 8 noncore businesses, which collectively produced lower growth, lower margins and overall higher volatility in earnings. We received solid value for these divestitures, selling them at a low double-digit EBITDA multiple. Shifting to capital allocation. We continue to pursue a balanced strategy that includes prioritizing the return of excess capital to shareholders as well as bolt-on M&A. During the second quarter, we repurchased $500 million of shares, bringing our year-to-date total to $875 million, which represents 2.5% of total shares outstanding. We anticipate completing the $500 million of authorization remaining on our existing share repurchase program during the remainder of this year. As I noted during our last earnings call, given the magnitude of anticipated proceeds from the M&M divestitures, we expect there will be room to execute substantial, incremental share buybacks while disciplined M&A will also remain a key deployment priority over time as we continue to seek accretive and opportunistic transactions that can leverage our existing growth even further. Finally, our balance sheet remains strong. And this remains a key priority, particularly in uncertain, volatile macro environment. Turning to Slide 5. Another key value driver for us is innovation-led growth. Greater focus on secular high-growth end markets in electronics, water, protection, industrial technologies and next-generation automotive will serve as a sound basis for our organic growth execution. We continue to invest actively in both advancing the technology within our existing product portfolio and also introducing new products around the pillars highlighted here, with an overall R&D investment rate of around 4% of total sales, in line with best-in-class peers. This investment is coupled with substantial application engineering focus where our technical personnel have a seat at our customers' table in the design phases of their products. This past quarter, we had a number of highlights, which we note on the slide, but I'd emphasize that we are proud to have won 4 Edison Awards across different technology platforms, and we continue to make progress in introducing new technologies, such as applications and EV batteries, which have strong growth potential. With that, let me turn it to Lori to discuss the details of the quarter as well as our financial outlook.
Lori Koch:
Thanks, Ed, and good morning, everyone. As Ed mentioned, we saw continued strong demand during the quarter in key end markets, with volumes higher than our expectations coming into the quarter. Cost inflation intensified further compared to previous estimates, but additional pricing actions are anticipated to fully offset these higher costs. These factors, along with our team's continued strong execution focus, contributed to both top and bottom line results well above expectations for the quarter. We also delivered a consistent operating EBITDA margin on both a year-over-year and sequential basis. Focusing on financial highlights for the quarter on Slide 6. Net sales of $3.3 billion increased 7% as reported versus the second quarter of 2021 and increased 9% on an organic basis. The acquisition of Laird, partially offset by noncore divestitures, provided a 1% net tailwind in net sales, while currency was a 3% headwind during the quarter as the U.S. dollar strengthened against key currencies, including the euro and the yen. Organic sales growth included 8% pricing gains and 1% higher volume. Volume growth reflects continued strong demand in key end markets, namely semiconductor, general industrial, water and construction, muted primarily by lower volumes for protective garments within Safety Solutions. These factors resulted in organic sales growth during the quarter, up 9% for W&P, 8% for E&I and 15% for the retained businesses of the former M&M segment they report in corporate, which predominantly reflects our adhesive portfolio tied to next-generation auto. On a regional basis, we delivered organic sales growth in all 4 regions globally, including volume increases in Asia Pacific, North America and Latin America. In China, organic sales growth was up slightly versus the year ago period, and volumes in China were up low single digits sequentially from first quarter despite government-mandated lockdowns in parts of the country into early June. From an earnings perspective, operating EBITDA of $829 million was up 6% versus the year ago period, and adjusted EPS of $0.88 per share increased 11%. The increase in operating EBITDA was driven by pricing actions, stronger earnings contribution from the Laird acquisition and volume gains, which more than offset higher inflationary cost pressures. Operating EBITDA margin of 25% was slightly better than our expectations set earlier this quarter and flat on both a year-over-year and sequential basis. Our pricing actions have fully offset cost inflation on a dollar basis but have impacted EBITDA margins. Our operating EBITDA margin adjusted to exclude price/cost with 26.6% or 150 basis points higher than the year ago, driven by productivity and higher volume. Our incremental margin was 22% on an as-reported basis. Excluding the impact of price/cost, incremental margin for our core businesses was almost 60%, demonstrating strong cost discipline and operational productivity. From a cash perspective, cash flow from operations during the quarter of $86 million and capital expenditures of $135 million resulted in a free cash outflow of $49 million. Working capital was an additional headwind during the quarter as we continue to secure inventory given tight supply chains and incur higher inventory costs related to inflation. We expect improvement in free cash flow during the second half of the year, consistent with our typical pattern and factoring in a reduction of working capital level. As we separate the M&M business, we continue to encourage transaction-related expenses, with over $100 million of transaction costs incurred during the second quarter and about $700 million in costs related to the M&M separations expected in full year 2022. These costs, combined with higher working capital related to the M&M business that we are divesting, are significant headwinds to our 2022 cash flow. Turning to Slide 7. Adjusted EPS of $0.88 per share increased 11% compared to $0.79 per share in the year ago period. Higher volumes and earnings from Laird provided a benefit to adjusted EPS in the quarter of $0.11 per share. These gains were partially offset by weaker mix in W&P related to lower garment production and Kapton's plant start-up costs totaling $0.03 per share. A lower share count from ongoing share repurchases provided a $0.04 benefit to adjusted EPS, while other below-the-line items, including a higher tax rate and exchange gains, netted to a $0.03 headwind. Our base tax rate for the quarter was 22.6%, up slightly from 21.8% in the first quarter and up notably from the year ago period given certain discrete tax benefits recorded in the prior year, resulting from tax law changes. We are maintaining an expected base tax rate range for the full year 2022 of 21% to 23%. Turning to segment results, beginning with E&I on Slide 8. E&I delivered net sales growth of 16%, including 8% organic growth, an 11% portfolio benefit from Laird and a 3% headwind from currency. Organic growth for E&I included a 6% increase in volume and a 2% increase in pricing. The line of business view, organic sales growth was led by Semiconductor Technologies, which increased mid-teens as strong demand continued, led by the ongoing transition to more advanced node technologies and ongoing high semiconductor fab utilization, along with growth in 5G communications and data centers. Within Industrial Solutions, organic sales growth was up high single digits, led by continued demand for OLED materials for displays, ongoing strength for Kalrez semi CapEx-related product offerings, Vespel products serving recovering aerospace markets and for health care applications such biopharma tubing. Interconnect Solutions sales decreased low single digits on an organic basis as expected due to a slight volume decline. Volume gains for films and laminates in certain industrial end markets were more than offset by lower smartphone volumes due to the anticipated return to more normal seasonal order pattern compared to last year and the including softness in China smartphones. The business was also impacted somewhat by lower global PC and tablet demand and continued constraints in automotive production. Looking forward, we expect similar growth patterns for Semiconductor Technologies and Industrial Solutions to continue into the second half of 2022. Within interconnect, we expect to return to positive organic growth in the second half given seasonal strength and added capacity from our Kapton expansion. For the full year, we expect Interconnect Solutions to be up low to mid-single digits on an organic basis. This reflects a slight decline from our previous expectations as supply chain constraints and softer consumer demand are expected to mute volumes for smartphones, PCs and tablets. Operating EBITDA for E&I of $480 million increased 13% as strong earnings from Laird, volume gains and pricing actions were partially offset by higher raw material and logistics costs. Operating EBITDA margin of 31.4% reflects sequential improvement of 40 basis points. On a year-over-year basis, operating EBITDA margin was down 70 basis points due primarily to a 100-basis-point headwind from price/cost. Turning to Slide 9. W&P delivered net sales growth of 6% as organic sales growth of 9% was partially offset by a 3% headwind from currency. Organic growth for W&P reflects a 12% increase in price and a 3% volume headwind. Pricing gains reflect broad-based actions across the segment, most notably in Shelter and Safety Solutions. Volume declines were driven by Safety Solutions. From a line of business view, organic sales growth was led by Shelter Solutions, which increased high teens, driven by pricing actions and continued robust demand in North America residential construction as well as ongoing growth in commercial construction and strength in repair- and remodel-related demand during the quarter. Within Safety Solutions, sales were up mid-single digits on an organic basis as pricing actions were partially offset by lower Tyvek volumes, given the shift from garments to other end market applications and the resulting negative impact of increased manufacturing line changeovers on overall production. Sales for Water Solutions were up mid-single digits on an organic basis on pricing gains and continued steady demand for water filtration technologies, muted by supply chain constraints in Asia Pacific due to COVID lockdowns in China and an earthquake in Japan impacting our production. Operating EBITDA for W&P of $348 million declined 1% versus last year as pricing actions taken to offset higher costs are more than offset by volume declines. Operating EBITDA margin of 23.2% was 170 basis points below the year ago period as the impact of price/cost was an approximate 200-basis-point headwind to margins. Excluding the price/cost impact, operating EBITDA margin was over 25%. I'll close with a few comments on our financial outlook on Slide 10. We are still seeing solid demand, and our order book is sound in most of our end markets. However, future uncertainties continue to exist in the macro environment driven by inflationary pressure, challenging supply chain and U.S. dollar strength. Our teams remain focused keenly on execution, and we are concentrated on a leverage within our control in order to continue to drive value for our shareholders. For the full year 2022, we are narrowing our adjusted EPS range while maintaining the midpoint of our previous range. We now expect full year adjusted EPS in the range of $3.27 to $3.43 per share versus our previous range of $3.20 to $3.50 per share. We are updating our full year '22 net sales guidance range to be between $13 billion and $13.4 billion reflecting a $200 million of incremental foreign currency headwinds, along with the removal of about $120 million in net sales related to the Biomaterials business, given its divestiture at the end of May. We continue to expect organic sales growth for the year to be up high single digits. After adjusting the high end of our operating EBITDA guidance primarily for incremental currency headwinds and the removal of the Biomaterials business, we now expect full year 2022 operating EBITDA to be between $3.25 billion and $3.35 billion. For third quarter 2022, we expect net sales to be between $3.17 billion and $3.37 billion and operating EBITDA to be about $810 million. We expect third quarter net sales and operating EBITDA to be slightly weaker than the second quarter as sequential volume increases are expected to be offset by further foreign currency headwinds and the absence of the Biomaterials business. We are also expecting impact during the third quarter on operating EBITDA of approximately $15 million from unplanned downtime at our W&P screw-in site in Virginia associated with an unforeseen utility disruption from a third-party supplier. On a year-over-year basis, we expect third quarter net sales to be up 2% at the midpoint and up high single digits on an organic basis. We expect third quarter 2022 adjusted EPS of approximately $0.81 per share. With that, we are pleased to take your questions, and let me turn it back to the operator to open the Q&A.
Operator:
[Operator Instructions]. Your first question comes from Jeff Sprague from Vertical Research.
Jeffrey Sprague:
Ed or Lori, could you just comment on kind of the visibility on the top line in the back half kind of around some of the economic worry points, right, the U.S. resi, some of the consumer electronic, cell phone and the like? Just what you're seeing from your customer and channel partners there and your comfort level that that's all dialed now properly relative to the guidance.
Edward Breen:
Yes, Jeff. So we looked over the weekend at our order rates as of the end of last week, and across the board, our order rates are hanging right in there where we would expect them to be. The only softness that we've seen, which we've mentioned before, is smartphones in China. Demand is down, and I don't know how much of that is because of the lockdowns versus just true demand down. And we're seeing some lightness on the PCB board side, which is really for PCs, tablets, things like that, not significant but a little bit of a downdraft there. And besides that, everything, at least in our order rate, is holding in. And now remember, we have a really solid look, I would say, on our orders out about 30 days and the bulk of the businesses, some of them longer than that. Like, the water business is actually some months. So we're a little bit shorter cycle on the order rate. But as we sit today, it looks like things are hanging in there. We have seen no downdraft to your specific point on the construction side. Both the resi was -- order rates are good in the last week. The commercial was good, and the do-it-yourself piece of that business was still good. By having said that, Jeff, we're not naive. We see data points out there. And obviously, we're doing recession planning, just to be ready if things do soften up. But at this point in time, I'm not seeing it.
Jeffrey Sprague:
Great. And then just wondering back to the ultimate deployment of cash, particularly as it comes to the M&M proceeds. Is it still your bias to wait until that cash is in the door? Or now that Celanese has secured funding and maybe we're a little bit further down the kind of regulatory path, perhaps there's some comfort to get a running start on some of that.
Edward Breen:
Yes, Jeff. So we're talking to the Board about it, and just to reiterate the prepared comments we made, we're clearly thinking heavy on a share repurchase here with the amount of cash available. But -- and I wouldn't say the cash has to be in the door. I just want to see kind of -- I'd use the term green lights through town that the timing is what we think we're going to be ready to do this by November 1 with all the internal work, both we're doing and Celanese is doing. But my gut is by the time you get through regulatory, we and -- our comment was kind of end of the year right at the first of the year 2023. So -- but you never know with regulatory and if there's COVID lockdowns, you just -- you don't know for sure. So I just want to get closer, and then we'll make a final decision.
Operator:
Your next question comes from Scott Davis from Melius Research.
Scott Davis:
Ed, you mentioned in your remarks, Rogers is having kind of a challenging price/cost, I think you said, GAAP. Is it off the deal model then for '22? Is it materially off or it impacts kind of your '23 look at it?
Edward Breen:
Yes. So the night -- there's a good and a bad. I guess I'll just put it that way. The good is the revenue line is right on what the planning assumptions were, and the win rate is looking really, really nice. The EBITDA is off the planning model, and by the way, I'd say it's for -- putting price/cost aside, which you can catch up on, which will happen, there were 4 or 5 operational issues that have been hitting them that are really impacting the EBITDA percent. By the way, all fixable, all within the control of the team to fix those. So we expect improvement to come. And by the way, I'll just give you 2. One of them is not really even something they can control. They're being shorted as the whole industry is on the silicon side, and it's a very high-margin application for them. So obviously, we're trying to -- they're trying to secure more silicon supply. And at some point here, that'll even out, but that's off. And then just to give you one other example, they used more contract manufacturing because they're bringing up a facility that they -- that had a fire in it that they're bringing that back up online. But in the meantime, to satisfy the customers, they're using contract manufacturing, which is really eating into the margin of that business. So that's 2 examples, but there's 3 other ones. So those things, that's being worked on, and they're getting ready to launch that facility again and bring the production back in-house. So it's items like that. We'll work through that. My hope and gut is we'll be in good shape going into 2023 as we get these operational issues fixed.
Lori Koch:
Yes, I think to Ed's point too just on the top line, one of the areas that we're really impressed with is their penetration in EV. And so they've seen really nice growth there. We'll continue to take advantage of the opportunity, especially the combined opportunity in DuPont when we put it together with our EV applications. I think we've mentioned, in the past, the 2 portfolios generate about $400 million of revenue today. So we're excited to get those 2 together and see what we can do.
Scott Davis:
Right. And then just on Laird, I assume based on what I see in the slides here that Laird is a little ahead of its steel model?
Edward Breen:
Yes. Both revenue and earnings are ahead. And we got good synergies out of that. We're getting -- we're probably about 80% through that. We've identified real solidly $63 million in synergies. But what I'm more excited about on Laird, and I think the same is going to play out with Rogers, is really the revenue opportunities between the 2 as Lori was sort of just alluding to. We just had another one in European auto, customer who Laird had a direct relationship with and we were able to use some of our existing DuPont technology and an application to resolve an issue for them. And it seems like a nice new revenue stream with that customer. So that's really exciting with the kind of putting this tool kit together.
Operator:
Your next question comes from Steve Tusa from JPMorgan.
Charles Tusa:
On this -- the price/cost side, what's your estimate for the year now? I think you had $350 million in raw material headwind prior. This quarter, obviously, inflation is tough, but this quarter seemed a little bit higher than I was expecting. And then also, are you including logistics in that? And if not, I think you had given like a $225 million headwind prior. Maybe just an update on those two.
Lori Koch:
Yes. So we're now expecting between raw materials, logistics and higher energy costs about $700 million. So it's about a $100 million increase from where we were sitting when we did the prior earnings call. But we still expect to fully cover that with price increases. So we'll be net-neutral on the bottom line. It just creates the headwinds on the margin profile as we have telegraphed. It was about 150 basis points in total this quarter. So underlying -- we held flat on margins year-over-year. But if you take out that delta, we were actually up about 140, 150 basis points, a nice leverage through the P&L.
Edward Breen:
Steve, I'll breakdown for you because you were just using raws. The breakdown of the inflation is about 60% is raws, 20% is logistics, and 20% is energy. Just to give you kind of a feel for it. And by about 70% of our inflation is in the W&P segment, where you can see we got phenomenal pricing.
Charles Tusa:
Yes. That energy cost, was that previously recorded through the raw materials line? I don't recall you guys kind of breaking that out explicitly. Had that been running through that raw materials number in prior quarters? Or is that new line item?
Lori Koch:
It would have been in the raw -- yes, it wouldn't have been in the raws, but it would have been in the total $600 million. So it's not new in total. But the increase from the prior $600 million to the current $700 million is really primarily the increase in energy costs and then the knock-on effect to logistics as we see higher fuel costs.
Charles Tusa:
Yes. Okay. That makes a lot of sense. And then just one last one on the W&P business, I guess, how do you see that performing through -- let's say, you have kind of a consumer recession where housing takes a bit of a hit. I mean can that business grow through that on a volume basis? Or is there kind of too much cyclical exposure in that business? How do you look at that business through that type of recession?
Edward Breen:
Well, remember, Steve, one of the -- first of all, it just depends how deep recession is. So far, it's a hard one to answer. But remember that the Tyvek product line, which is one of the biggest segments in there, that's a sold-out asset. So we can divert product to other end markets. For instance, we are shorting right now, unfortunately, the medical market -- medical packaging market. We're trying to work through that backlog as we speak. So we have other applications for it in the sold-out asset. And by the way, I think the water business -- just to use W&P, I think the water business would hold in there pretty well in a recession. So yes, we'll see some effect of it. Nomex would probably go down a little bit. Kevlar might go down a little bit, but I think we can hang in there pretty well.
Lori Koch:
And I think you know the statistics, just to be sure. So the residential piece of construction is about 40%. The rest is 40% commercial and then about 20% repair and remodel. In the commercial, the largest end markets underneath there are more on the health care side and the restaurant side. So those are -- they make up the bulk of the commercial opportunity for us.
Operator:
Your next question comes from John Walsh from Crédit Suisse.
John Walsh:
Just following up to Steve's question there, maybe we could talk a little bit on the pricing side. You highlighted strong pricing there in W&P. But as you look forward, where do you think you have the most structural pricing? And then where might you have to give back as potentially we see some material deflation in the future?
Edward Breen:
Yes. Well, John, that is a great question. We talk about it all the time. So we made a, I'd say, strategic decision that all the price increases we did were all baked into the product price. So we did not do surcharges that are tied to some index or something like that. So I feel good about the approach that we took. And obviously, our goal, if a recession hits and commodity costs come down, would be to then get a gap, maintain a gap going forward where obviously, we're maintaining more price than the decrease on the commodity. And we're -- by the way, we've been working on these scenarios for the last month with our teams like where do we feel and how much can we hold in each of our end markets. But our goal is going to clearly be to hold a gap so that we can help our EBITDA margin percent, which is -- as Lori just mentioned, obviously, has been hit the other way with the price/cost thing but where we can benefit from it. So I won't get into each end market, but I think we have the opportunity to do what I just said. To what extent, we'll see as it plays out. But that -- by the way, that's interesting. And this -- if a recession hits, that's the one thing that is very, very different for companies like ours and many others, where in the past, you didn't have this dynamic. You had a recession, you were cutting your costs or whatever you did. And this time, you have -- this is probably the single biggest dynamic that improved financial performance that clearly we have and many, many global companies have.
John Walsh:
No, that's a very interesting perspective. And then the $15 million headwind that you're going to see in W&P in Q3, does that fully reverse out in Q4? And kind of what's the confidence level that, that third party can get beyond their disruption?
Edward Breen:
So we're already getting past the disruption. We've been bringing lines up this week. This problem hit 1.5 weeks ago. And it's just -- it's a safety issue, by the way. We have to methodically go through, look at all the lines, what ended up being cogs just caught stuck in them when it went down. So it's a little bit of a process. But we're bringing some lines up a day ago, and later today, we bring a line up again. So we know we're out of the problem here over the next few days. But we don't make that up. Because for instance, Tyvek is one of the products -- big products there. It's a sold-out asset. So we can only make so much, and we're sold out. But by the way, just to give you a sequence from the third to the fourth quarter, you see a little bit of a lift, which is not necessarily the seasonal pattern. But what's happening there is we have the Spruance not being down, so we don't have that third quarter to fourth quarter problem. We'll be running full tilt there. We have a new water line that we've been telling you about that's coming up at Edina, which will give us incremental volume. On a sold-out business, also our reverse osmosis product line. And then remember, we have the Kapton line coming up in our electronics business and our Circleville facility, and they all hit in the fourth quarter and give us the incremental volume. And Kapton's also a sold-out asset. So we're not expecting a sequential third to fourth necessary change in demand in the marketplace. They just happen to be the sold-out assets where we start getting some production out of them.
Operator:
Your next question comes from John McNulty from BMO Capital Markets.
John McNulty:
I believe about 20% of your sales come from the EMEA region. Can you give us a little bit of color as to your exposure to Germany and any precautions that you're taking or any levers that you can pull if there are any issues with regard to gas and power as we kind of progress through the rest of the season?
Lori Koch:
Yes. Right now, we're not expecting any material impact as they start to ration energy in Germany. There's one plant site in our existing go-forward portfolio that doesn't use it, so we don't see an impact there. It's in the businesses that we retained from M&M. M&M does have a plant in Germany so that they could be impacted minimally if there were some rationing going on there. But as we see it right now, we don't see a headwind from a utilization perspective. We'll obviously continue to watch the European natural gas prices, which have an impact on primarily W&P and the Remainco portfolio. They've got a few plant sites in Europe. So they're up again. I think they were EUR 210 or so as of the last couple of days. So we'll continue to keep an eye on those to see where that moves.
John McNulty:
Got it. Okay. And then just in the Tyvek garment business, I guess how far back to normal or reversing kind of that big surge would you say we are? And it sounds like you had some incremental headwinds that aren't just on the mix shift but also on the line shifting. I guess can you break that out in terms of how much of a hit that might have been on the margin and how we should be thinking about that going forward through the rest of the year?
Lori Koch:
Yes. So in the second quarter, garment volumes were down about $40 million. So we were able to make up a little of that with increasing sales in the medical and other end markets. But in total, garments were down $40 million. We expect that to be a hit again in 3Q on a year-over-year basis. And then in the fourth quarter, we start to get out of that year-over-year comp headwind. The piece too on the production side, you -- not so much a demand because you can shift the demand to other end markets from the garments. It's more around the product produced that you net out to a headwind. And so when we were making garments, we were able to just run garments the entire time and minimize the changeovers on the lines. Now that we're back to a more normal product mix, we're having to have more changeovers than we had last year, so therefore, translating to lower pounds produced.
Operator:
Your next question comes from Christopher Parkinson from Mizuho.
Christopher Parkinson:
Just pretty much a corollary of the last 2.5 questions or so. Can you just give us your updated thoughts on the intermediate- to long-term margin outlook for W&P, just given the question about structural price increases, improving reliability across the asset base, product mix and so on and so forth? Just any updated color there and your confidence in those numbers would be very helpful.
Edward Breen:
Yes. I'll give you really both of the bigger businesses here. I think E&I, and you've seen us do this ex the price cost, we should be able to run that 32%, 33% EBITDA margin. And this quarter, we weren't far off of that and then a little bit of price/cost there. And I think that's about where that will run and pretty consistently have been there. In the W&P business, we really think we can get that over time to kind of more of a 27%, 28% business. Now by the way, we're planning on getting some of that as commodities at some point here, drift down, and we maintain, as I mentioned a minute ago, some incremental pricing above that. But then internally, in our own control is really capacity release at our facilities. And that would be specifically on Tyvek, our water assets, and our Nomex product line would be the big ones for continued capacity release. And in our prepared remarks, Chris, one of the things you see we've been working heavily on is working on a lot of digital tools that we're implementing on our facilities that are helping us on the reliability side. These are big heavy assets on the W&P side, so you get a 1% improvement. You get quite a bit of throughput. So we're really spending our time working kind of our operational excellence playbook. And that's what will really help us on the W&P to keep incrementing that up.
Lori Koch:
Yes. I think as we look towards the second half, we don't see any material margin movement in the second half versus the first half. We were around 23%, more like 25%, 26% when you take away the price/cost headwinds in the first half. And so as we look to the second half, we would expect that same 23% roughly underlying and then you have 25-ish, 26% when you take away the price/cost headwind.
Christopher Parkinson:
That's very helpful. And just as a very quick follow-up. To the extent you can, can you just give us a little bit more color on the expectations for Delrin versus your commentary over the past few quarters in terms of price, number of suitors and so on and so forth?
Edward Breen:
Yes, Chris. So what we've been doing on Delrin is we've been working on standing it up. It was a division in a division. So it was a little extra of work for us. We finished up the data room. We're going to actually really launch the process here in the early fall. We're just waiting to get through the summer. So I can't give you any color commentary on detailed number of people. But I would think it's more strategics that are going to be interested in this asset. By the way, it's a business that has 30% EBITDA margins. It's doing very well still in this environment. So that's probably the timing of it. And that's why we said, so if that's the timing, by the time you get to the -- to close the deal, you're probably about the middle of 2023. And that would really be the end of the kind of the divestiture and getting the portfolio where we want it. But now remember that asset is already in discontinued operations.
Operator:
Your next question comes from Steve Byrne from Bank of America.
Stephen Byrne:
I wanted to ask you a little bit about your semiconductor business and a couple of potential longer-term drivers, one being whether the product mix is potentially shifting with any of the semiconductor fabs that you support where they are shifting to other products. Is that possible? Is that a way for those businesses to remain pretty robust? And then the other driver being the new semiconductor fabs under construction, do you have already some awarded business for fabs that are coming online in the intermediate term?
Lori Koch:
Yes. I think as to your first part of your question, I don't see them changing the product mix that they make on the fabs, but they can kind of shift around the end markets. And so we've seen them move away as there's been some weakness in the consumer electronics space to more of the data center applications, where the demand remains very, very robust, which is favorable to our portfolio, just given the higher advanced technologies associated with those end market data center applications. And so you can see in our results in the second quarter, we continue to post very strong results. And we're well positioned as we go forward to take advantage of the increase in the fabs through the construction that's taking place. And so right now, I believe, over the next few years, we'll bring on an incremental about 7% capacity when it comes to wafer starts, and we're very well positioned. We've got great relationships with the majority of those fabs that are putting in capacity. And so while it's hard to say if you want any new capacity from those new lines coming on, I don't know if they actually have had all that in place, but we'll continue to maintain very strong relationships with those large players that are putting in capacity. We've said in the past that we'll be about 200 to 300 basis points ahead of MSI growth. We're posting those results this year. So I don't see any reason why we wouldn't continue to do that. And I think it's important to know, the semi market and the revenue that's posted is a function of both price and volume. And our exposure is to the volume piece. And so price can be volatile in the semi market. That doesn't impact our results. It's really a focus on the wafer starts and the MSI so that the millions of square inches of wafer is produced.
Stephen Byrne:
And Ed, just curious if you can comment on any update on PFAS litigation settlement discussions.
Edward Breen:
Yes. It's ongoing conversations. And as you know, the judge just encouraged that to go on. But I don't have anything new to say. We continue to have pretty consistent conversations to try to resolve the issues, and I'm still optimistic. But nothing new to say.
Operator:
Your next question comes from David Begleiter from Deutsche Bank.
David Begleiter:
Just on your EV exposure with Rogers, how large will be and what type of growth are you looking forward to going forward?
Lori Koch:
Yes. So we see the opportunity in EV between our portfolio and Rogers' portfolio to be about $250 a car. So a really nice content number. As I had mentioned earlier, today, we have about $400 million of revenue between the 2 portfolios. So about $200 million coming in from Rogers and about $200 million in our existing portfolio, which is predominantly made up of adhesives. And then we have a Nomex paper application for the e-motor piece. So a very nice opportunity, as I had mentioned for the 2 companies to come together to continue to drive opportunities in the space. It's a really high growth rate as we've mentioned before, too. So EV applications are, overall, growing in the mid-teens, ADAS applications even higher than that. We've got a nice ADAS portfolio today with the incoming Laird acquisition, so lots of opportunities for growth.
David Begleiter:
Great. And just on tieback between now when Line 8 comes online, is there anything you can do to bring out more -- get more capacity or further improve the mix in this business to keep on growing earnings until the new capacity is on stream?
Lori Koch:
Yes. That's a key opportunity for us is to continue to get capacity to release also sold-out assets. And so during a pandemic, recall that we brought Line 1 back up, so we were able to bring on a little bit of incremental capacity. Line 1 is the oldest line in the portfolio, so it doesn't have as much production as the newer lines, but it was incremental capacity for us. So we'll continue to try to get more pounds off of all the lines between both Spruance and Luxembourg as we await the new Tyvek asset, which we expect sometime around the end of 2023.
Operator:
Your next question comes from Vincent Andrews from Morgan Stanley.
Vincent Andrews:
Ed, well articulated that your preference is for share buybacks with the proceeds, but you still mentioned bolt-on. So if you could just give us an update on what's out there and then maybe give us an update on -- I think in the past, you've sort of sized bolt-ons. So maybe you just want to redefine what a bolt-on could look like on a go-forward basis.
Edward Breen:
Yes. Thanks for the question, Vincent. So any bolt-on that we would do, first of all, would be on 1 of the 5 pillars that we talk about. And we've been looking at things that are -- let me say, a bolt-on would be more like Laird, not as big as Rogers. That $1 billion, $2 billion type range, and it would be something that would bring additional technology to play in one of those pillars that was, back to the electronics example, just give us more tools in the toolkit to resolve issues for our customers because we're so strong in application engineering, and we're really seeing the benefit of that with Laird tied together with the DuPont electronics portfolio. I know we're going to see it with the Rogers one. So it would be something like that in one of those pillars that we would look at.
Vincent Andrews:
Okay. And then just may be less of an issue for your -- for the refined DuPont portfolio now. But in the past, when we've been in these tricky macro outlooks we'd get into 4Q, and customers could destock more than they typically do seasonally just sort of to manage uncertainty going into year-end. Are you picking up any whiff of that in your sort of C-level to C-level conversations or anything that we should be thinking about?
Edward Breen:
No, we're not, and trust me, we're watching it closely. But no, we're not seeing that.
Operator:
Your next question comes from Aleksey Yefremov from KeyBanc Capital Markets.
Aleksey Yefremov:
In your E&I segment overall and in semis in particular, is your outlook for third quarter kind of better or worse or about in line with normal seasonality?
Lori Koch:
I would say it's in line with normal seasonality, so the -- with the one exception of we will start to return to posting growth within the Interconnect Solutions business on a year-over-year basis, just given that last year was a little odd with respect to the smartphone shipments of what they normally do this year. It's more on a normal pattern. So you saw the headwind in the first half as we posted volume declines. We expect to have volume increases in the second half within the Interconnect Solutions. That's a year-over-year basis, but sequentially, no, no material change to our usual pattern, with the one exception, as Ed had mentioned, that the Kapton line coming on, which will provide some incremental revenue in the back half of the year.
Aleksey Yefremov:
Makes sense. And to follow up on W&P, your margin comments that margins would be similar in the back half compared to the first half, is this also a function of the outage that you see? Because I seem to remember you were expecting higher margins in the back half. Is this still an expectation maybe just delayed into fourth quarter or first quarter of '23?
Lori Koch:
Yes. I mean I think maybe coming into the year, we had expected some margin improvement as we went into the back half, but the last quarter and this quarter, we've seen those more flatten out. It's a function of, one, the incremental price headwinds that we've seen. So a lot of it is that. So recall back when we originally gave guidance for the full year, we thought overall raw materials, logistics and energy would only be $350 million. That number has now went to $700 million as we have mentioned, and the majority of that increase is in W&P. So that creates as reported margin headwind for us.
Operator:
Your next question comes from Josh Spector from UBS.
Joshua Spector:
I guess within Safety Solutions, can you comment on how the business, excluding Tyvek is running? I guess is there anything materially different there we should be thinking about from a volume perspective that might be better or worse relative to industrial production or any other metrics we should be looking out for?
Lori Koch:
Yes. No, those are generally performing well. We had a little bit of a shortfall in the second quarter with access to raw materials within our Nomex. So it really wasn't a structural demand issue or an operational issue. It's we couldn't get access to some of the key inputs to make the Nomex product. But nothing to work through on the aramid side as far as asset utilization like we're seeing on the Tyvek side with the increased changeovers as we ride through the garment change.
Joshua Spector:
I guess just on the demand side as well, anything changing through the quarter? Or are you seeing any weakening with customers may be pulling back on spending? Or is demand still relatively steady?
Lori Koch:
No, demand is still steady in different markets, yes.
Operator:
Your next question comes from Mike Sison from Wells Fargo.
Michael Sison:
Nice quarter. In terms of Rogers, can you remind us what type of sales growth you expect in 2022? It sounds like it's coming on plan and looks pretty good. And then if there is a shortfall versus the $270 million in EBITDA, it sounds like, as you head into '23, the bulk of the shortfall will be somewhat within their control to close the gap?
Edward Breen:
Yes, the items they're having operationally all are in their control, I would say, except for the silicon supply, which obviously we're having the same issues here, so we understand it. But yes, the others are in their control, so they can work through those. As you said, it hopefully tee up well for of 2023. The modeling, by the way, for them was for growth in the high single digits in 2022. And they hit that, obviously, in the first quarter. I can't say anything about the second quarter. I'm not allowed to, but we would expect them to perform high single digits this year on top line. So that's nice, and to Lori's point a few minutes ago, they're really seeing nice opportunities as we are on the EV side. So feeling good about that work through the operational issues.
Michael Sison:
Got it. And as a quick follow-up, at the midpoint for your 2022 guidance would imply that the fourth quarter could be up sequentially versus the third quarter. That's seasonally difficult, I guess, when you look back historically. So any thoughts on why it could be better fourth quarter versus third, if you were to hit the midpoint?
Lori Koch:
Yes. So the math you're getting to is about a $30 million sequential increase from 3Q at approximately $810 million, and then you back into about $840 million. So it's really coming from 3 primary drivers. One is you don't have the headwind from the outage at Spruance. And so we had sized that at $15 million. So you're able to get that volume back in the fourth quarter. And then the other 2 key drivers are the capacity additions that we have from the water asset that we spoke about earlier and then Kapton getting production off that cap online. So no underlying change in market of those 3 items.
Operator:
Your next question comes from P.J. Juvekar from Citi.
Prashant Juvekar:
What do you see in terms of semiconductor shortages? And how quickly can automotive production come back? Do you think it's a snapback next year? Or is it more of an extended recovery in '23 and '24?
Lori Koch:
Yes. I mean I think the expectations right now are for 86 million cars produced next year. That's off of 80 million this year, so still well below the high 90s where we used to be. So there's still some opportunity. We see continued strength and growth heading into 2024. Obviously, it will all depend on is the semiconductor chip shortage resolving itself. But even beyond that, I mean, the third quarter is expected to be up 22% and 7% sequentially. So it feels like things are getting a little bit better there as we resolve some of the supply chain issues.
Edward Breen:
P.J., I had also mentioned, back to points Lori was talking about earlier too, we very much care about production on the EV side of things. The new portfolio -- new DuPont portfolio is very much weighted towards that and not the ICE engine. We are more ICE engine-related, I'll say, because of the M&M portfolio, which, by the way, M&M will also sell nice in the EVs. But this new portfolio was very EV-driven. So the growth rate of that becomes way more important. Obviously, we like the overall growth rate of autos to go up, but it's even very weighted towards that piece.
Prashant Juvekar:
Great. And quickly, another question on China. You talked about slowdown in smartphones, but what about the property market there, which has been under pressure. And I know the government is trying to revive it. What are you seeing there? And what's your exposure to the property market in China?
Lori Koch:
Yes, we actually saw sequential improvement in China, 2Q over 1Q, and that was on top of that extended lockdown. So we were pleased with the results there. To your specific question on the construction market, we don't really have a construction footprint in China. So it wouldn't impact our overall business. The majority of our construction is in the U.S. and in Japan within Asia.
Operator:
Your next question comes from our last caller for today, Frank Mitsch from Fermium Research.
Frank Mitsch:
Just a follow-up on China, actually. You did 6% organic growth in Asia. Obviously, the data on PMI that just came out was somewhat concerning. What are you actually seeing right now in the third quarter as you progress in that part of the world?
Lori Koch:
Yes. We expect to see improvement in China again into the third quarter. And so while we still year-over-year, probably see the flat, we see sequential improvement as you go from 2Q to 3Q.
Frank Mitsch:
Great. And then overall, you expect volumes to be up 3Q versus 2Q. Is most of that -- is Kapton the big driver there? Or are there other businesses that you're seeing volumes materially pick up sequentially in 3Q?
Lori Koch:
No. I mean Kapton is a piece of it. It's that the smartphone seasonality as well. So usually, we see very high smartphone sales as we head into the Christmas season within the E&I segment and overall electronics, in general, as they prepare for the holidays.
Operator:
I will turn the call back over to Chris Mecray for closing remarks.
Chris Mecray:
Okay. Thank you, everyone, for joining the call today. For your reference, a copy of this transcript will be posted on DuPont's website. This concludes our call. Thank you.
Operator:
This concludes today's conference call. You may now disconnect.
Operator:
Good morning, and welcome to the DuPont First Quarter 2022 Earnings Conference Call. [Operator Instructions] Thank you. Chris Mecray, you may begin your conference.
Chris Mecray:
Good morning, everyone. Thank you for joining us for our review of DuPont's first quarter 2022 financial results. Joining me today are Ed Breen, Chief Executive Officer; and Lori Koch, Chief Financial Officer. We prepared slides to supplement our comments during this review, which are posted on the Investor Relations section of DuPont's website and through the webcast link. Please read the forward-looking statement disclaimer contained in the slides. During this financial review, we'll make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainties, our actual performance and results may differ materially from our forward-looking statements. Our 2021 Form 10-K as updated by current and periodic reports includes a detailed discussion of principal risks and uncertainties, which may cause differences. Unless otherwise specified, all historical financial measures presented today exclude significant items. We'll also refer to other non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure is included in our press release and posted to the Investor page of our website. I'll now turn the call over to Ed.
Ed Breen:
Good morning, and thank you for joining our first quarter financial review. We posted strong results this quarter, but before we discuss that, I would like to thank each of our employees for their continued dedication and strong commitment to our customers. Their perseverance in the face of many obstacles is what made our results possible. I'd especially like to express our appreciation for our China-based colleagues, many of whom have endured weeks of lockdowns, but have continued to operate and get necessary work done. Also, our hearts go out to those affected by the war in Ukraine, and we sincerely hope this conflict can be ended as soon as possible. Our first quarter results from continuing operations included a strong 9% organic sales increase from the prior year or 14% growth, including the Laird acquisition contribution. Organic volume increased 3%, led by an 8% increase in the E&I segment. Overall customer demand remains strong across the vast majority of end markets, led by low double-digit volume growth in both semiconductor and industrial technologies with the E&I segment and mid-single-digit volume growth in water and shelter solutions within the water and protection business. Our top line growth included 6% average pricing increases that we took to offset the continued cost inflation that we are experiencing. We realized price increases in all businesses totaling about 190 million, and a fully offset raw material, logistics and energy cost deflation. I continue to be impressed by the job our teams are doing as we remain -- a target to remain price cost neutral for the full year 2022, including the incremental actions taken in March, largely in reaction to the conflict-driven spike in energy and related costs during the period. Turning to Slide 4, I'd like to update you on key focus areas for 2022 stakeholder value creation, including our portfolio transformation, our balanced approach to capital allocation and our continued focus on growth execution. First, we believe we are on track with what we noted previously regarding the timing associated with the M&M divestiture to Celanese. The M&M transaction is anticipated to be complete around the end of the year, and we are also continuing with the process to divest the Delrin business. For the Rogers acquisition, progress is being made on the required regulatory reviews, while we remain optimistic by closing by the end of the second quarter, the process could extend into early third quarter. We continue to see no issue that would prevent a close of this transaction. I'd like to reiterate that DuPont's financial profile -- pro forma for these transactions will firmly position the company with top quartile revenue growth, operating EBITDA margins and low cyclicality relative to top tier multi-industrial companies. Greater focus on secular high-growth end markets in electronics, water, industrial technologies, protection and next-generation automotive will serve as a sound basis for our innovation-led organic growth execution. Regarding the Laird Performance Materials acquisition, we are also on track to achieve cost synergies of $63 million, somewhat ahead of initial expectations. The deal has been a success so far, including overall financial performance ahead of plan for both top and bottom line results, and early progress to achieve commercial synergies on top of the cost synergies noted. As one example, we are starting to see some nice synergies with Laird process and equipment technology, enabling more effective solutions for downstream customers, including auto OEMs, as well as consumer electronics applications. Regarding future capital allocation and namely the net cash we will receive from our planned divestitures, we will continue to pursue a balanced strategy that includes prioritizing the return of excess capital to shareholders as well as strategic M&A. This is consistent with our actions taken over the last year, during which we increased our share repurchase and dividend allocation, as well as completed the Laird acquisition. Once the Rogers and M&M transactions are completed, we'll be poised to continue to improve our portfolio and financial position as well as accelerate capital return options Given the magnitude of the anticipated deal proceeds, we expect that there will be room to execute substantial incremental share buybacks, while disciplined M&A will also remain a key deployment priority. Regarding our existing $1 billion share repurchase program authorized during Q1, we anticipate completing that authorization during 2022, ahead of the 1-year duration initially guided. Turning to core growth, we continue to focus on execution of our innovation-based organic growth opportunities. We are pleased with 3% volume growth in the quarter given production constraints due to lack of raw material availability and supply chain challenges. We are excited about visible growth drivers enabled by our technical innovation teams and application engineers who are squarely focused on helping customers solve their most complex challenges. In E&I, continued top line growth momentum this year is being driven by growth in semiconductor, health care and displays end markets, by cyclical recovery in aerospace markets and by new share gains and innovation wins, muted somewhat in auto by supply chain constraints. Key examples of recent new product successes driving growth and strong margin performance include newly launched mechanical planarization pads for semiconductor manufacturing as well as new lithographic photoresist for the high-performance computing market. In W&P, we expect growth in 2022 coming from each of the lines of business. Safety has seen market growth across major segments, including aerospace, electrical infrastructure, oil and gas and health care, but muted by lower demand for protective garments. Shelter continues to experience growth opportunities from strong construction and remodeling trends. Water is experiencing strong mid- to high single-digit growth globally across all technologies. Examples of new innovation drivers for this segment include several new membrane product families within water to drive growth in desalination and wastewater markets, as well as the launch of a new building insulation product offering increased sustainability solutions for customers. We also have a strong adhesive business that is positioned well to capture growth with its product offerings in next-generation auto and electric vehicles, especially through the commercial synergy opportunities that we expect through the Rogers acquisition. With that, let me turn it to Lori to discuss the details of the quarter, as well as our financial outlook.
Lori Koch:
Thanks, Ed, and good morning, everyone. As Ed mentioned, we saw continued strong demand during the quarter in key end markets. Global supply chain challenges and cost inflation have persisted and even intensified during the quarter due to the war in Ukraine. In response to inflation, we continued our strategic pricing actions and were able to fully offset higher costs during the quarter related to raw material, logistics and energy. These factors, along with our team's continued focus on execution, contributed to net sales, operating EBITDA and adjusted EPS results well above expectations. Focusing on financial highlights on Slide 5 for the quarter. Net sales of $3.3 billion were up 9% on both an as-reported and organic basis versus the first quarter of 2021. The acquisition of Laird, partially offset by non-core divestitures, provided 2% net tailwind to net sales, while currency was a 2% headwind during the quarter. Organic sales growth included 6% pricing gains and 3% higher volume. Pricing gains reflect the actions taken to offset overall cost inflation, including the spike in energy cost that we are seeing at our site. Volume growth reflected continued strong customer demand with order patterns remaining solid, led by electronics, industrial technologies, water and construction end markets. These factors resulted in organic sales growth during the quarter of 10% and 9% for W&P and E&I, respectively. On a regional basis, organic sales growth was broad-based globally with W&P driving growth in North America and EMEA and E&I driving growth in Asia Pacific. From an earnings perspective, operating EBITDA of $818 million was up 2% versus the year ago period and adjusted EPS of $0.82 per share was up 19%. The increase in operating EBITDA was driven by pricing actions, volume gains and strong earnings from the Laird acquisitions, which more than offset higher inflationary cost pressures, as well as weaker product mix in W&P and the absence of a gain on asset divestiture in E&I last year. Operating EBITDA margin during the quarter was 25%, which was better than our expectations set earlier this quarter, about 160 basis points below the year ago period, which I'll explain further. Navigating cost inflation was a key focus during the quarter and our success in doing so was a significant driver in our results. While the majority of the raw material inflation that we have discussed in the past relates to the M&M businesses, which are now part of discontinued operations, our Remainco businesses also have inflation exposure, and we saw a spike in energy costs during the quarter, most notably in W&P. We fully offset about $190 million of cost inflation during the quarter, which kept our results hold on a dollars basis. While these pricing actions enabled us to maintain a neutral earnings profile, price cost dynamics resulted in 150 basis point headwind to operating EBITDA margin during the quarter. Our underlying operating EBITDA margin adjusted to exclude price cost factors was 26.5% or essentially flat compared to the year ago period. Further, as you adjust margins in the prior period to exclude the onetime gain related to the asset sale in E&I, our underlying margin of 26.5% would have increased about 70 basis points from the last year. Another key metric that we track is incremental margins. On a reported basis, incremental margin for the quarter was 6% from the year ago period. However, I indicated previously the importance of evaluating the results on an underlying basis. If you remove the impact of price cost, incremental margin was over 20%, and if you also exclude the headwind from the onetime asset sales, on top of that, incremental margin was almost 60%. I mentioned these data points to illustrate the volume strength we are seeing within the portfolio. From a cash perspective, cash flow from operations during the quarter of $209 million and capital expenditures of $251 million resulted in a free cash outflow of $42 million. The cash outflow was the result of variable compensation payments to our employees, which were approximately $100 million more this year than our normal payout, and higher working capital trade includes set of actions taken to increase inventory in reaction to continued product supply constraints. We expect significant improvement in free cash flow as we move towards the second half of the year consistent with our typical seasonal pattern. Turning to Slide 6. Adjusted EPS of $0.82 per share was up 19% compared to $0.69 per share in the year ago period. Higher volumes and strong results from Laird collectively provided a benefit to adjusted EPS in the quarter of $0.11 per share. These gains more than offset other previously disclosed portfolio related actions, weaker product mix in W&P and additional tax Kapton bind start-up costs in E&I totaling $0.09 per share in the aggregate. A lower share count and reduced interest expense from deleveraging actions continue to benefit our EPS results. Our base tax rate for the quarter was 21.8% and we continue to expect our base tax rate for the full year 2022 to be in the range of 21% to 23%. Turning to segment results, beginning with E&I on Slide 7, E&I delivered net sales growth of 18%, including 9% organic growth and 11% portfolio benefit from Laird and a 2% headwind from currency. Organic growth for E&I includes an 8% increase in volume and a 1% increase in price. For line of business view, organic sales growth was led by semiconductor technologies, which increased mid-teens as robust demand continued, led by the ongoing transition to more advanced nodes, growth in high-performance computing and 5G communications as well as share gains. Within Industrial Solutions, organic sales growth was up low double digits on a continuation of strong volume growth led by OLED materials for new phone and television launches, ongoing strength for Kalrez product offerings, most notably for semi CapEx and strong demand for health care applications such as biopharma and tubing. Interconnect Solutions sales decreased low single digits on an organic basis due to a slight volume decline. Volume gains for films and laminates in certain industrial end markets were more than offset by declines in consumer electronics, primarily related to China.,, as well as the anticipated return to more normal seasonal order patterns for smartphone. For the full year, we expect Interconnect Solutions to be up mid-single digits on an organic basis, led by strong demand in the second half and additional capacity coming online later this year from our Kapton expansion. From a regional perspective, E&I delivered sales growth in all regions with high single-digit organic growth in Asia Pacific, noting China was down slightly. Operating EBITDA for E&I of $476 million increased 9% as volume gains, strong earnings from Laird and pricing actions more than offset the absence of a prior year asset sale gain, higher raw material and logistics costs and a continuation of start-up costs associated with our Kapton capacity expansion. Operating EBITDA margin of 31% reflects sequential improvement from the fourth quarter of more than 200 basis points. On a year-over-year basis, the primary driver of the decline in operating EBITDA margin was the absence of a prior year gain. Adjusting margins in the prior year to exclude the onetime benefit, operating EBITDA margin was down 70 basis points year-over-year as a result of price cost and Kapton start-up costs more than offsetting volume gains. Turning to Slide 8, W&P delivered net sales growth of 8%, consisting of 10% organic growth and a 2% headwind from currency. Organic growth for W&P reflects broad-based pricing actions across the segment implemented to offset cost inflation. Volumes were flat as gains in shelter and water solutions were offset by declines in safety. From a line of business view, organic sales growth was led by Shelter Solutions, which was up high teens driven by pricing actions and continued robust demand in North American residential construction for products such as Tyvek house wrap, as well as ongoing improvement in commercial construction for quarry and surface products. Sales for Water Solutions were up high single digits on an organic basis on volume and pricing gains. Global demand remains strong for all water technologies and across all regions. Within Safety Solutions, sales were up mid-single digits on an organic basis as pricing actions were partially offset by lower volumes of Tyvek as we shifted production from garments to other end market applications. Volumes were up slightly for aramid fibers on continued improvement in industrial end markets. Operating EBITDA for W&P of $341 million declined 4% versus last year due to a weaker product mix. Operating EBITDA margin was better than our expectations set earlier in the quarter, but the impact of price cost was about a 210 basis point headwind to margin. Excluding the price cost impacts, operating EBITDA margin was about 26%, approaching more normalized levels for W&P. Before I turn it back over to Ed, I'll close with a few comments on our financial outlook on Slide 5. Despite the strong start to the year and solid demand, the macro environment remains volatile with several key uncertain factors. Based on our expectations and in consideration of these uncertainties, our full year guidance ranges for operating EBITDA and adjusted EPS remain unchanged at $3.25 billion to $3.45 billion and $3.20 to $3.50 per share, respectively. These ranges include a $35 million earnings headwind as a result of suspending operations in Russia. We are increasing our guidance range for net sales to be between $13.3 billion and $13.7 billion to reflect price increases needed to offset cost inflation, which we now anticipate at $600 million in year-over-year headwinds. Although underlying demand in key end markets such as electronics, industrial technologies and water remains strong, we are seeing further supply chain constraints, primarily from additional government-mandated lockdowns in China, which will likely impact volume growth in the second quarter. Based on these anticipated headwinds, as well as an element of previously projected Q2 sales realized in the first quarter, we expect second quarter 2022 sales to be between $3.2 billion and $3.3 billion or up about 5% year-over-year at the midpoint. Based on these same assumptions, we expect second quarter operating EBITDA between $750 million and $800 million, and adjusted EPS decrease $0.70 and $0.80 per share. At the midpoint of our guidance, second quarter operation EBITDA margin is expected to decline just over 100 basis points sequentially as supply chain constraints are assumed to impact production rates. We expect operating EBITDA margin in the back half of 2022 to improve on typical seasonal volume strength and improved plant utilization as we clear COVID-related production challenges impacting the first half of the year. This outlook assumes moderating China lockdown impacts as we get into mid-May, given the positive trajectory in the Shanghai region and our limited exposure around Beijing. However, further outlook risks could be triggered as the lockdown spreads to Shenzhen and the Pearl River Delta region, given the concentration of manufacturing and shipping there for DuPont as well as our suppliers. With that, let me turn the call back to Ed.
Ed Breen:
Before we take your questions, I'd like to highlight that we published our annual sustainability report this week, and I'm really proud of the progress we made on our 2030 goals. Our sustainability strategy is grounded in 3 pillars
Operator:
[Operator Instructions] Your first question comes from Steve Tusa from JPMorgan.
Unidentified Analyst:
This is actually Sam [Indiscernible] on for Steve. Can you talk about the sequential trends from 2Q to 2H? It looks like a big step up in EBITDA. Is that the China recovery or something else? And as part of that, maybe give us an update on the price cost spread on a quarterly basis? What are you expecting in 2Q and then in 2H when comparing to the neutral you did in Q1? And then is there anything else we're missing?
Lori Koch:
Thanks, Ashley. Yes, the second half ramp from the first half is really just a reflection of our seasonal volume improvement in the back half within E&I. It's primarily driven by smartphones as we go into the Christmas season and within water, a lot in the construction space as we see a ramp there. So the -- the list on volume is dropping to the bottom line, which is translating to the EBIT improvement and the margin improvement in the second half as we drive leverage through the P&L. On your question around net price, so we'll expect all year to remain neutral on net price cost that we raised, the midpoint of the guidance for the full year to reflect about another $100 million of raw material escalation on a full year basis. So we're now expecting somewhere in the range of $600 million that will fully offset with price. So that won't change coming out of the first quarter for the rest of the year.
Ed Breen:
Ashley, I would just add to Lori's point, the first half to second half ramp, it is our typical seasonality. If you go back and look at last year, it's about a 7% sequential lift first half, second half, and that's typically what we do because of the items that Lori mentioned. So nothing unusual in the pattern there.
Operator:
Your next question comes from Scott Davis from Melius Research.
Scott Davis:
Can we talk in terms of like backlog or book-to-bill? Did backlog actually grow in the quarter? I mean, or any metric, I guess, you can give us to give us a sense of top line pent-up demand?
Ed Breen:
Yes, Scott. The backlog looks great. It's been staying at very elevated levels. We look at it weekly. There's really no end market that's not feeling good -- as you know, auto is down a little just because of auto production, but that's not a demand-driven thing. It's just chip shortages and supply chain issues. But all our end markets from an order pattern standpoint, feel good as of looking at it this week. So no issues there at all. And really, the only issues we're dealing with here, again, it's not demand driven. It's really more centered around supply chain and China and COVID lockdowns for the guide on the second quarter. But if we didn't have those issues, our sales would definitely be higher in the second quarter, but that's what we're dealing with there.
Scott Davis:
Yes, it makes sense. And is price -- as we speak kind of now, is price still going up because inflation is still going up? Or are we at a point now where we've kind of hit some sort of plateau.
Ed Breen:
It seems like we've plateaued, Scott. All the price increases are implemented when the war broke out, we did a whole another round of price increases, mainly because the natural gas lifting is significantly as it did. And by the way, other constraints in there, but that was the big one. So we did a round of increases again, which we had just finished doing. We did it again in every business. And as we said, we caught all the inflation in the quarter by on the roles on logistics and on energy. So we caught everything with $190 million of inflation that we saw. And as Lori just mentioned a minute ago, we think it's plateaued. If it hasn't, we'll do another round of price increases, I feel like we can get it if we have to, but it does appear to have plateaued. So we'll have an incremental $600 million of inflation if things hold where they're at for this year, and we'll have that all covered with price.
Operator:
Your next question comes from Jeff Sprague from Vertical Research.
JeffSprague:
And on share repurchase -- your language on share repurchase went from it being important last quarter to substantial incremental share repurchase. So I sense a bit of a pivot there in your posture, maybe you could just elaborate a little bit more? And do you need to wait for the M&M proceeds to actually do more? Or can you get a bit of a running start on maybe the incremental that you're talking about?
Ed Breen:
Yes, so Jeff, you I think summarized it well. We're leaning much more towards a decent large, if you could call it, share repurchase with where our multiple's at. I don't think this is where DuPont's model will be sitting in the future. And obviously softness in everyone's stock price just because of recent external events out there. So we're going to step on the $1 billion share repurchase a little bit quicker as we said in our prepared remarks, by a quarter or 4 months, something like that and get it done early. And I would expect conversations with the Board that we're going to look at a much larger share repurchase program. I don't think we need to wait until the proceeds are necessarily in, but I would like to make sure nothing else crazy is going on in the world. We do have a $5.2 billion outstanding loan on the Rogers’ piece that will get paid off, so our leverage will be north of 3 and with that -- but when we get the proceeds from M&M, you kind of know the math, we're sitting on lots of billions of dollars here. So -- so yes, you do hear a little bit of shift in tone because of where the multiple's at. The market is a little bit tough right now for everybody. And my gut is we're going to step on it in a bigger way.
Jeff Sprague:
And then also, could you just -- maybe this is for Lori, just how significant on the top line was China? Kind of the lockdowns and supply chain and COVID issues? And how big a part of kind of the Q2 outlook is it?
Lori Koch:
Yes. In total, there's 2 major pieces that are impacting the 2Q guidance, so -- and they're both related to China. So first is a shift of sales that we had expected to land in 2Q that landed in 1Q, and that was primarily with our customers pulling in on volume because of what was going on in China. We would size that at about $35 million of sales. And then as far as the shutdown that happened, it started to get progressively worse in mid-March, and we're anticipating a mid-May reopening. We estimate that we missed about $20 million worth of sales. And there's also an impact on our margins with our plants not running at full capacity. So we have -- 2 sites in China that went into full lockdown mode in mid-March. We expect them to be fully reopened by mid-May. And then we had some key raw materials within our electronics business that we source from China that we weren't able to get full supply, so we ran some of our domestic plants at lower unit rates. And so that was impacting our margin profile in the second quarter as well.
Ed Breen:
Yes. To give you a specific on what Lori said, in Circleville, Ohio we make our Kapton, which is a high-margin product. We're fully sold out. We get half of a monomer that we need out of China, and we had delayed shipments out of China. So we did have supply of the monomer. So instead of shutting -- running it full tilt and then shutting the facility down, we just eased off the run rate some. We know when we're now getting supply from China. So there's an example. It kind of hits your rates for 1 month, 1.5 months, like that. So it's just these one-offs because of the China lockdowns, which hopefully dissipates as we exit the quarter.
Lori Koch:
And I think the other piece, Jeff, too, with our guidance for the second quarter, but it's beyond just China and then the production-related effects with Russia that we noted in our slides that we pulled Russia out. On a full year basis, it's about $35 million of EBIT, probably about $80 million of sales, that's impacting primarily 2Q and beyond.
Ed Breen:
And then, Jeff, when you look at the full year guide, we beat by $90 million in EBIT in the first quarter kind of from consensus. We're down kind of $60 million in the second quarter off of -- I'll use you guys’ consensus, all because of what Lori just described here. But then we have nothing in the second half that's unusual. It's our normal seasonal ramp. That's 7% that I mentioned. That's what we're counting on, including we'll get some better unit rates from the things we just described to you. So no real big change in order patterns for us that we would typically see.
Operator:
Your next question comes from John Walsh from Credit Suisse.
John Walsh:
I guess just first, thinking about a couple of end markets that you touch, where there's some investor angst, I mean, residential, auto, consumer smartphones. Can you talk about what you're kind of expecting there from volume? And then what you're expecting from price either if you can break it out, what's inflation? And then that price component that you have because of the higher value you're adding to the customers’ offering there?
Lori Koch:
Yes, I would say as far as demand is concerned in the 3 end markets as you had noted. So we saw strength in residential construction. We expect that to continue to be a point of strength in the second quarter. We did note softness in consumer electronics, but that was primarily in China with respect to the lockdown and also a little bit of an impact of our own viewing of seasonality with respect to when we do our normal smartphone shipments. So we've telegraphed in the past that the first half will be weaker, the second half will be stronger because of a change in seasonal patterns as we sell into the smartphone market. But on a full year basis, we expect that end market to be up mid-single digits. And then in auto, you've seen the revisions downward with respect to IHS auto builds. I think now it's sitting at 4% on a full year basis. So our estimates would probably be a little bit lighter than that with respect to what we think that the market will do. But the underlying demand remains strong. It's just really a matter of supply chain specifically around the chip constraints that are impacting that. But I think the highlight to you there is we do continue to see very strong growth within the EV space. And so for us, a large portion of that comes from our adhesives business. We saw a really nice growth in our EV-related sales in Q1, and we expect to about double those sales in Q2 in line with where the EV market is going in general. And we really look forward to the incoming business from Rogers to pair with our business to really take advantage of the opportunity there. On the price side, I wouldn't say it materially different across those end markets is what we're seeing with respect to inflation by segment. So within E&I, the inflation is not as material as what it is within W&P, and you see that in price. So we got about 1% in E&I and price and about 10% in W&P. So there is a difference there, but nothing more than just around the raw material inflation related items.
John Walsh:
And then maybe 1 quick follow-up to Jeff's question around capital allocation, maybe can you just update us on what the deal pipeline looks like and if you're seeing sellers expectations change given what's happened in the public markets?
Ed Breen:
Yes. So my gut is as we sit right now, I don't see any deal that we would want to do until we're in this 2023. And I'm not saying I know something is available in 2023, but the way stock prices are moving around right now and all, it just makes it a tougher environment. So I don't see anything happening until we get into 2023. And quite frankly, we don't have anything -- we have things we're -- a couple of things we're interested in, as I said before, but I don't see an actionable anytime in the near future. So that could change, so don't hold me to that. But I can't see anything happening until we're nicely into 2023, if then depending on what's going on.
Operator:
Your next question comes from Chris Parkinson from Mizuho.
ChrisParkinson:
There are a lot of moving parts to the DuPont capital allocation thesis, just including the net proceeds from deals, base free cash flow generation, working capital and then obviously, your stated buyback goals. When it's all said and done, and I appreciate your remarks for the deal outlook for 2023, just absent anything new in 2022, what is the kind of the base range that you -- based on the current buyback that you believe you'll have cash on the balance sheet, just plus or minus?
Lori Koch:
So are you talking after considering the proceeds from the M&M sales?
Chris Parkinson:
Yes, if you look at the proceeds from the M&M sales, the cash flow generation in 2022 and 2023, as well as where our leverage targets are at 2.75x, probably where we would expect to be, you quickly get to the $10 billion to $11 billion range of cash to deploy after we pay down the Rogers debt. So as we have mentioned on the call, it's significant. And we'll look to take a balanced approach to driving significant share repurchase, as well as M&A opportunities.
Chris Parkinson:
Got it. And the second question I have, just obviously, over the last couple of weeks, there's been a bit of noise across global electronics, some of your peers, which has been pertinent to semis, 5G, base consumer electronics demand. A lot of that driving from China. But just can you just give us a quick update overall about how your team is thinking about your relative subsegments within E&I, just given the current demand environment? And then also how you would project your relative performance versus some of your core U.S. peers.
Lori Koch:
Yes, so we see very strong demand continuing in electronics. And so we had very strong results in Q1. On a full year basis, we expect to be up pushing double digits within electronics between price and volume, and we'll obviously add to that as we close the Rogers transaction later this year. So we see a lot of strength, we see a lot of opportunity. If you look at -- we do a lot of detailed analysis about our results versus peers and a couple of them have already been out before, and we back up very nicely when you compare like-to-like product lines. And so we also stack up very nicely when you compare our results versus some of the key benchmarks out there. So for example, MSI is one of the key components of the semi business. People are expecting that to be up 7% to 8%. We've mentioned that we should outperform by 200 to 300 basis points. And if you look at our Q1 results in semi, we were in line with that expectation. So we are very excited about the portfolio. We'll look to continue to see where we can opportunistically broaden and strengthen that portfolio as well.
Operator:
Your next question comes from Steve Byrne from Bank of America.
Steve Byrne:
Are there any Water treating technologies that are really deficient in your platform? Would you consider acquiring or developing anything you don't have and maybe more broadly in water, would you consider moving downstream to essentially utilize your expertise in the breadth of water treating technologies you have to provide service to customers as a downstream expansion similar to Ecolab?
Ed Breen:
Yes, I would say 2 things, Steve. Our portfolio, we feel very good about. And it's a fairly broad portfolio, so we touch most of the water filtration type markets out there, wastewater home, home applications, which are big for us in China, desalination, as we mentioned in our prepared remarks. So we feel good about the breadth of what we have in the technology we have behind it, and we continue to bring new products out to market. The one area that we would look at and by that, it doesn't mean it's an acquisition that could be organically done as we need to expand our manufacturing footprint and we need a bigger presence with the manufacturing in the Asia market, which is a very fast-growing market for us. So we've been studying very hard a project there to bring up a facility in the next couple of years in that area. So that's a high priority for us. And then this kind of goes to the second part of your question there, the one opportunity we have or potentially have and our R&D team and application teams are looking at is digitizing the water business. So we know when replacement components are needed ahead of time, and it's kind of systematized, and that could be a real opportunity for us to kind of satisfy our customers by doing it that way. And that opportunity, we've been studying hard for the last year.
Steve Byrne:
Maybe any update from you on PFAS issues? Anything -- any trends that you're observing? Any changes to inbound inquiries that you can comment on?
Ed Breen:
Yes. Nothing new has changed on the landscape except I'll just say we continue to be in conversations with the plaintiffs down in the MDL. I feel like we will make progress this year on that. By the way, the judge has continued to encourage us, the judge down there in charge of these MDL cases has actually encouraged us and the plaintiffs we talk in and coming up with a settlement. And so I'll just leave it at that for now, but nothing new besides that.
Operator:
Your next question comes from David Begleiter from Deutsche Bank.
David Begleiter:
[Multiple Speakers] Rogers’ EBITDA tracking your earlier expectations given what you've seen in both Q1 and Q4, I believe the EBITDA view was $270 million for this year.
Lori Koch:
Yes, so in the first quarter, they were under the impact of the same things that we were with respect to the China COVID situation. We're really looking forward to the second half when we will own them, and they have a pretty sizable expected ramp as those end markets really open up coming out of the China recovery, and they continue to see a nice growth opportunity within the EV space. And so I think if you look at the second half trajectory, that's being planned by Rogers, it would be more in line with where our expectations were on a full year basis for that portfolio.
Ed Breen:
They have the backlog. A lot of it is in the EV space. We've looked at it. So it's just a matter of, A, getting over the lockdown issue in China and then actually accomplishing the ramp in their production rates. But we think second half of the year, they'll be right around the ZIP code of where we would expect it.
David Begleiter:
And Lori, can you comment on what was M&M EBITDA in the quarter?
Lori Koch:
Yes, so that will come out Friday in the Q. So in the Q, we'll deconstruct the discontinued operation summary that we've reported today. I can give you a high level that they were impacted, obviously, by the China COVID situation as well and the auto end markets obviously being the largest factor, but they did continue to do a really nice job of getting priced.
Operator:
Your next question comes from Aleksey Yefremov from KeyBanc Capital Markets.
Aleksey Yefremov:
Can you update us on the process -- how the Delrin sale process is going?
Ed Breen:
Yes. So Delrin, by the way, we've been putting the data room together and all that. We're just getting ready to launch on that, and we would expect that Delrin will take about a year, just like the other part of M&M to actually close the deal. So we'll get a deal done in a 4-, 5-month window and then regulatory approvals that will kind of take like a year. So data room is getting finished up. And obviously, we've had inbound phone calls about it, but we haven't really gone into deep engagement, yet. We're just getting ready to do that kind of in the next couple of weeks.
Aleksey Yefremov:
And Ed, you provided initially some expectations for valuation during the sale of mobility business, would you care to do the same about Delrin maybe in broad terms? What are your expectations for the multiple?
Ed Breen:
No, I am not going to do that. We sold 90% of that at 14.1x. So I think what we said more than happened. And I will say Delrin is a very good business. It's a very high EBITDA business, so we're looking forward to a nice sale there.
Operator:
Your next question comes from John Spector from UBS.
Josh Spector:
This is Josh Spector. So just a question on W&P and pricing and margins, particularly, I think in the past that segment, margins have been mid- to upper 20%. Now you're kind of more low to mid-20%. Very clear that you're getting pricing to offset inflation -- but do you have any visibility to get pricing more than inflation over the next 18 months, 2 years? Should we expect margins to expand in the outlook over time?
Lori Koch:
Yes. So the underlying margin as we look at it, excluding pricing cost, so it’s close to 26% in the quarter as we know it’s on the cost. So starting to get back on the more normalized margin that we would expect for this segment in the upper 20s. So in a normal time to outsize the inflation we would expect to get 1% to 2% of price out of that portfolio that just dropped to the bottom line with respect to semi product innovations and favourable mix. And as we knew, into the more higher margin segment. So we’ll continue to see headwinds on as reported margin as we go out the year just because of price costs and we’ll continue to let you know what that adjustment looks like so you can get to know the underlying margin basis opportunity for the W&P segment.
Josh Spector:
But I guess we could take that to mean, if inflation stays where it is and you’re pricing towards that, this becomes more of the new normal and then its normal incremental margins. You’re not expecting accelerated pricing to persist to drive margins back up in this segment overtime. That’s not your expectation.
Ed Breen:
I think what would occur is hopefully commodity prices come down and we hold obviously some of the price, because of the products that we have. I would think that’s the more rational way things could play out here. And you're not incorrect. This business can run at like 28% EBITDA margin. So we're certainly not pleased at 26%, but 26%, we don't feel bad about in this environment, but we would certainly strive to be more in that 28% range, and we have been there before. So as Lori said, part of it, you'll just get by. If you just take all of this price cost out for a second because it's not normal times, we'll get a couple of points of pricing every year with our new product introductions. We don't get paid like you do in electronics and we truly can get incremental net pricing in the business, which will help. But our biggest opportunity as we highlighted in the past, is continue to get capacity released from these bigger assets like Tyvek and Nomex. We got a lot of programs around that. And that will drive the throughput through those facilities which really has an impact on the numbers. So we do think this business should run a couple of hundred basis points higher we can get there.
Operator:
Your next question comes from Vincent Andres from Morgan Stanley.
Vincent Andrews:
If I can just ask, in Safety Solutions, where you are sort of on, I guess, what would be considered hard COVID comps with Tyvek into health care, and was that part of what was driving sort of the weaker product mix in the overall segment.
Lori Koch:
Yeah, that was -- so it was a function of last year, we were producing full on Tyvek garments. And so we were limiting changeovers on the lines, just given that we weren't making other end markets like medical and other types of end market uses for Tyvek. And so as you now go into a more normalized environment, you have more changeovers. So therefore, your production is a little bit less, and that was -- what was driving the impact of the weaker mix within the W&P segment.
Vincent Andrews:
Okay. And just as a follow-up, Lori, and maybe this will make more sense, it would be easier to follow once we have the Q, but just looking at sort of what corporate did on an EBITDA basis in the quarter versus if I look at Slide 14, and you got corporate expense of 135, stranded cost of 50, which would total up to the 185, and then you've got unquantified results of retained businesses in biomaterials. So can you give us a little bit of a help on sort of how this is going to progress over the year? Presumably you start making progress on those stranded costs, the corporate, we can kind of run rate, but what about that third piece of the retained businesses in biomaterials?
Lori Koch:
Yes, so there are 3 buckets, as you had mentioned. And so the retained pieces, the margins, I would say, are in the midteens once you get on an upward trajectory as we get outside of the COVID lockdown. So the largest piece of the retained business is the adhesives business, and it did see an impact in the quarter with respect to the China situation. So that's the biggest season. And we will disclose the revenue of the retained businesses in the Q1 Friday when you get back. You'll be able to calculate kind of what the margin profile was for that space. With respect to normal corporate expenses, those will be on the range of 135 on a full year basis as we have in our supplemental guidance. And so you would expect around 25, 26 million for the quarter. And then the third piece are the net stranded costs, and we continue to be in the range of about a net $50 million on a full year basis, and that's our target to get after as we look to eliminate those going forward.
Operator:
Your next question comes from Mike Sison from Wells Fargo.
Mike Sison:
Just, I guess, a quick follow-up on Rogers. I guess if they're being affected by China in 2Q, sequentially EBITDA probably doesn't improve a lot. And then if we get on the run rate that you noted for the second half, we're probably somewhere in the low 200 for EBITDA. And I know you don't own the business yet. But so just as a follow-up, why do you think things will improve in the second half? And then any updates on synergies that you can accelerate given -- it seems like '22 is going to come in a little bit short for Rogers this year.
Ed Breen:
Yes. Rogers will not run around $200 million in the second half of the year. They have -- the demand is there. We know the book, by the way, again, muted pretty significantly by COVID China. And don't forget, it's auto related, a lot of the business. So that's not being as hot as it should even though end market demand is there. But they'll be running at a much more significant rate in the third quarter, assuming again, the COVID stuff is all cleaned up, lockdowns have ended, and we have line of sight where we're allowed to talk about synergy work on the cost side of 115 million. We're highly confident in it on a percentage basis, with the combo of that coming in with our life business, it's not a percent that's on the high end at all. So like Laird with 60, we now have line of sight detail. I detail the 63 in this one. We have -- we're really racking and stacking where we have a lot of it identified. So we'll get at it really quick. And remember, one of the things that will happen immediately on the Rogers synergies is there's corporate expense of some significance because it's a public company. And that will be cleaned up very, very quickly, and then we'll start on the rest of the synergies. So -- but it will run at a very different rate in the second half of the year.
Mike Sison:
Right. So for '23, we should really be thinking about 270 plus whatever growth that the industry should provide as kind of the base case for -- when we model in Rogers for '23
Ed Breen:
Yes, I think that's fair. With synergies, then you got them kicking in, we'll hopefully move fast on that.
Operator:
And your next question comes from Arun Viswanathan from RBC Capital Markets.
Arun Viswanathan:
I guess I just had a longer-term question, so several years ago, your electronics business faced a lot of pressure in China around innovation and with the Solamet Paste product. I know that's been disposed of, but do you see that kind of issues cropping up in any of your markets in the future? That would be my first question.
Ed Breen:
No. I don't at all. There's nothing in the portfolio actually -- 95% of the portfolio is cutting-edge technology. If you haven't had the chance, we did all the [keychins] recently on the electronics business. I think we're in a very strong technology position, and we're constantly innovating. It's a fast-paced innovation in electronics, both we’re innovating literally monthly coming out with new products in the marketplace. We're always on the cutting edge. So I don't see that. I think what you were mentioning was Solamet paste was just more of a commoditized business that was current -- but that's not where the portfolio is headed and certainly not in addition to the acquisitions with Laird and Rogers. They're very key positions we have in great technology plays.
Arun Viswanathan:
Okay. And then if I could, is there any update you could provide on any of the PFAS dynamics? Do you expect any kind of settlement by year-end with the water districts or -- what are you working on, on that side?
Ed Breen:
Yes. No, we've been, as we've mentioned before, we've been talking about settlement with the plaintiffs and mostly, obviously, around the water cases. And as I have mentioned a few minutes ago, the judge has even encouraged both parties to be talking to each other, I think that was made public, I don't know, a month or 6 weeks ago. So hopefully, good progress this year.
Operator:
And the last question for today comes from Laurence Alexander from Jefferies.
Laurence Alexander:
I guess a question about your degree of visibility. In terms of how customers are sharing development schedules and order books and the shift in DuPont's portfolio, how many quarters out do you feel you have good visibility at this point?
Lori Koch:
Yes. When we do look at that, its to see how our order patterns are. I would on average, we have about 60 days visibility orders that come in, in combination between E&I and W&P. It's a little bit longer in W&P than what it is in E&I, but as we had mentioned earlier in the call, we look at a 20-day order pattern every week, and it has not changed in any significance for the past several months. And so we continue to see very strong underlying demand. Some of our backlog within the water space and within the adhesive space has started to build with the dynamics that we're navigating within the China COVID situation, but overall demand remains very, very strong.
Ed Breen:
I would just give you one other angle, obviously, we look at very hard. And you sort of, I think, just made this comment. We work very closely with our customers on design wins. By the way, as those Laird and Rogers, it's a very key component of the business. So we can see -- again, we can see the overall demand out 6 months, but we can see where trends are developing, where we're going to have nice lift in business. So as Lori just mentioned, our adhesives business, we are bidding on and working with design in on a lot of applications in the battery and the auto -- next-generation auto market. And we know where we're getting wins or we're close to getting wins. So that's something we track very, very closely to look at those trends, same within semiconductor, same within the water business. So that's important to us to look at also.
Operator:
I will turn the call back over to Chris Mecray for closing remarks.
Chris Mecray:
All right. Thanks, everybody, for joining the call. And just for your reference, a copy of the transcript will be posted on our IR website shortly. This concludes our call. Thanks again.
Operator:
This concludes today's conference call. You may now disconnect. Thank you.
Operator:
Good day and thank you for standing by. Welcome to the Fourth Quarter 2021 Earnings Call. [Operator Instructions] At this time, I would now like to hand the conference over to your speaker today, Pat Fitzgerald from Investor Relations.
Pat Fitzgerald:
Good morning and thank you for joining us for DuPont’s fourth quarter 2021 earnings conference call. We are making this call available to investors and media via webcast. We have prepared slides to supplement our comments during this conference call. These slides are posted on the Investor Relations section of DuPont’s website and through the link to our webcast. Joining me on the call today are Ed Breen, Chief Executive Officer and Lori Koch, Chief Financial Officer. Please read the forward-looking statement disclaimer contained in the slides. During our call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risk and uncertainty, our actual performance and results may differ materially from our forward-looking statements. Our 2020 Form 10-K, as updated by our current and periodic reports, includes detailed discussion of principal risks and uncertainties, which may cause such differences. Unless otherwise specified, all historical financial measures presented today exclude significant items. We will also refer to other non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure is included in our press release and posted to the Investor page of our website. I will now turn the call over to Ed.
Ed Breen:
Thanks, Pat and good morning everyone. Thank you for joining our fourth quarter earnings call. In addition to discussing our fourth quarter results and outlook for 2022, this morning, I will also comment on the progress of both our intended acquisition of Rogers and our process for divesting a majority of the M&M segment. Our fourth quarter results were highlighted by 6% volume gains, including a 9% increase in the E&I segment and a 12% increase in W&P. M&M delivered top line results ahead of expectations, including volumes well ahead of global auto builds in the quarter. Customer demand was broad-based across the portfolio, led by greater than 20% volume growth in semiconductor technologies and high-teens volume growth in water. Our top line performance also reflects significant pricing actions we took to offset $250 million of raw material inflation in the quarter. We are seeing increases in all businesses with about three-fourths of the impact in M&M. Our teams have done an outstanding job monitoring our input costs and quickly translating that into price increases to remain price cost neutral for the year. We are taking additional actions as we work to offset logistics costs, which during the fourth quarter, were a $50 million headwind, mostly in W&P. I want to recognize and thank our employees who show up everyday in our factories to keep our lines running and supplying the necessary products and solutions to deliver results that we reported today. Their unwavering commitment in the face of a relentless pandemic, ongoing supply chain disruptions and logistic challenges deserves our gratitude. Turning to Slide 3, I will provide an update on our portfolio transformation and we will review how our focus on those strategic actions, balanced capital allocation and innovation-led growth position us extremely well heading into 2022 to continue unlocking value for our shareholders, innovating for our customers and creating opportunity for our employees. In November, we announced our planned acquisition of Rogers Corporation as well as our intent to divest a significant portion of our M&M segment. These portfolio actions will position DuPont among the top of the multi-industrial [indiscernible] with top quartile revenue growth, EBITDA margins and low cyclicality all hallmarks of top performing companies. Going forward, our business will be centered around the secular high growth pillars of electronics, water, industrial technologies, protection and next generation automotive. Our teams see strong customer demand across these pillars driven by mega trends such as the transition to hybrid and electric vehicles, clean water sustainability and the move to 5G. The preparation for the Rogers acquisition is well underway and on track for it in the second quarter closing. Several significant milestones in the pay after closing have already been achieved. In mid-December, the waiting period under the HSR expired here in the U.S. and regulatory processes in other parts of the world are underway. Just 2 weeks ago, on January 25, Rogers’ shareholders voted to approve the transaction. Excitement is building for combining this business with our portfolio of electronics offerings, which includes our recent acquisition of Laird Performance Materials. Our teams are anxious to get to the point where we could start working with the application engineers, R&D and sales teams at Rogers to map out the revenue synergy opportunities to the areas of next generation auto, 5G infrastructure, defense electronics and clean energy. Combined with Laird, these acquisitions increased the total addressable market of our E&I business by approximately 50% and we are keeping our penetration into markets such as electric vehicles, consumer electronics and industrial technologies. A lot of work has been done to plan for the cost synergies associated with Rogers acquisition, which we expect to be approximately $150 million. We also have line of sight to about $63 million of cost synergies from the Laird acquisition from last summer which is ahead of our target. We are looking across both of the acquisitions as well as our existing E&I business to maximize our synergies through G&A and footprint optimization, along with procurement savings. We also announced that we have initiated a process to divest the majority of the M&M segment. Our work here is also on track and progressing well. As I had expected, there is a significant level of interest in this market leading asset and I am pleased with how the process is progressing. Our target is to have a signed agreement by the end of the first quarter with the closing in the fourth quarter of this year. In addition to positioning the company as a top performing multi-industrial, these transactions will enable us to transform the portfolio, while maintaining a strong balance sheet and continuing with a balanced financial policy. Today, we announced that our Board has approved a 10% per share increase to our dividend which is consistent with our commitment for a dividend payout in the range of 35% to 45% and to grow the dividend annually in line with earnings. In addition, our Board has also authorized a new $1 billion share repurchase program which enables us to continue returning value to our shareholders as we expect to complete the remaining $375 million under our existing authorization in the first quarter ahead of the planned expiration. After paying down the financing associated with the Rogers acquisition, we expect to deploy a significant portion of the remaining M&M proceeds to do further M&A to build on our core areas of strength as well as additional share repurchases. We will also generate strong cash flow this year in addition to the $240 million gross proceeds from the biomaterials divestiture, which is the last of our non-core divestitures. Our strong balance sheet positions us well to deliver for all stakeholders through investment in our business, dividends, share repurchases and additional M&A. Finally, we will deliver shareholder value through staying focused on innovation, which is at the core of DuPont. The 6% volume growth we delivered in the quarter and 10% volume growth for the year benchmarks well against our top peers. For the quarter, our volume gains, excluding M&M segment were up 10%. These results are proof point that the work of our R&D teams and application engineers who spent countless hours working alongside our customers, solving their most complex challenges is an advantage in the marketplace. Our focus on innovation is also at the core of our ESG strategy through both innovation and our own processes to reduce greenhouse gas emissions at our factories as well as new product innovations that support and advance our customer sustainability goals in areas such as clean water, clean energy, electric vehicles and connectivity. The levers of portfolio transformation, balanced capital allocation, and innovation led growth, is a powerful combination to create long-term shareholder value at DuPont. With that, let me turn it over to Lori to discuss the details of the quarter as well as our financial outlook.
Lori Koch:
Thanks, Ed and good morning, everyone. As Ed mentioned, customer demand in our key end markets remained strong in the fourth quarter. We continue to face unprecedented global supply chain challenges and rising inflation. However, the swift pricing actions that we continue to implement are benefiting top line performance and maintaining earnings on a dollars basis. These factors, along with our intense focus on execution, contributed to net sales, operating EBITDA and adjusted EPS results above our guidance. In addition, we had solid cash flow generation and returned over $650 million in capital to shareholders during the quarter through $500 million in share repurchases and over $150 million in dividends. For the year, we returned more than $2.7 billion in capital to shareholders through $2.1 billion in share repurchases and $600 million in dividends. Turning to Slide 4, net sales of $4.3 billion were up 14% versus the fourth quarter of 2020, up 13% on an organic basis. Organic sales growth consists of 7% price gains, reflecting the continued actions we are taking to address inflationary pressure and 6% volume growth. A 2% portfolio tailwind reflects the net impact of strong top line results related to our acquisition of Laird and headwinds from non-core divestitures. Currency was a 1% headwind in the quarter. Overall, sales growth was broad-based and reflects double-digit organic growth in all four regions and high single-digit to double-digit organic growth in all three reporting segments. From an earnings perspective, we reported fourth quarter operating EBITDA of $973 million and adjusted EPS of $1.08 per share, up 5% and 54% respectively from the year ago period. Our incremental margin in the quarter was pressured by price costs and logistics. Net of these impacts, our incremental margin was about 33% in 4Q. Ed mentioned earlier, the pricing actions that we took throughout the year, resulting in us offsetting about $250 million of raw material inflation in the quarter and we also ended the year price cost neutral. The raw material inflation coupled with about $50 million of higher logistics cost in the quarter were headwinds to our margins. I will provide more detail of the margin compression we saw in the quarter in a few minutes. From a segment perspective, E&I delivered 10% operating EBITDA growth on volume gains and earnings uplift from Laird, which more than offset raw material and logistics segments as well as startup costs associated with our Kapton capacity expansion. In W&P, operating EBITDA increased 7% as pricing gains and volume growth more than offset higher raw material and logistics cost. We will remain disciplined in our pricing approach as we move into 2022 to address continued inflation. M&M operating EBITDA declined 3% as net pricing gains were more than offset by lower equity earnings due to higher natural gas costs in Europe. In the quarter, cash flow from operating activities was $621 million and CapEx was $184 million, resulting in free cash flow of $437 million. Free cash flow conversion was 100%. In addition, we received gross proceeds of about $500 million during the quarter from our Clean Technologies divestiture, which was closed at the end of December. Before we go to the next slide, I would also like to make a few comments on our full year performance. Full year net sales of $16.7 billion grew 16% and were up 14% on an organic basis. The organic growth consists of a 10% increase in volume and a 4% increase in price. Organic sales growth reflects double-digit growth in all four regions and in all three reporting segments. Further, all 9 of our business lines had organic growth in 2021 and 7 of the 9 business lines grew double-digits. The 10% increase in volume for the year consists of gains in all 3 reporting segments and within all 9 business lines, reflecting robust global customer demand in secular growth areas such as electronics and water, along with recovery in end markets negatively impacted by the pandemic in prior year, such as automotive, commercial construction and select industrial markets. Full year operating EBITDA of $4.2 billion increased 21%, reflecting 1.3x operating leverage, operating EBITDA margin expansion of about 100 basis points, an incremental margin of 32%. Operating EBITDA increased for all three reporting segments during the year. Full year adjusted EPS of $4.30 per share was up about 95% from prior year on higher segment earnings, a lower share count and lower interest expense. Slide 5 shows the impact that price cost inflation had on our operating EBITDA margin in the fourth quarter. As costs continued to rise throughout 2021, our fourth quarter results reflect the largest headwind to quarterly margins for the year. In total, pricing actions fully offset about $250 million of raw material inflation, which was higher than our expectations for input costs coming into the quarter and mainly in the M&M segment. While our pricing actions have enabled us to maintain earnings, the price cost inflation resulted in a significant headwind of about 150 basis points to operating EBITDA margins versus the year ago period. Additionally, higher logistics cost of about $50 million in the quarter resulted in a margin headwind of about 120 basis points. Offsetting the headwinds from raws and logistics was a 70 basis point improvement in operating EBITDA margin, which includes volume growth in E&I and W&P and the benefit associated with the Laird acquisition. If you exclude the price cost and logistics headwinds in the quarter on an ex-M&M segment basis, our operating EBITDA margin was above 26.5% in the fourth quarter, further illustrating our strong performance and putting an emphasis on our planned portfolio actions. Turning to Slide 6, which provides more detail on the year-over-year changes in the net sales for the quarter. As I mentioned earlier, organic sales growth of 13% during the quarter consist of 7% pricing gains and 6% volume growth. In E&I volume gains delivered 9% organic sales growth for the segment led by higher volumes in semiconductor technologies of more than 20%. Semiconductor technologies demand was driven by the ongoing transition to more advanced node technologies resulting from growth in electronics mega trends. Semi tech was up mid-teens for the full year and we expect to continue to outpace MSI growth as we head into 2022. We are seeing more investments in semiconductor capacity, which we expect to be a positive for us in the long-term. Industrial Solutions was up mid-teens during the quarter on volume growth, which was driven by ongoing strength for Caleres and Vesta [ph] within electronics and industrial end markets, along with strong demand for medical silicones and biopharma and healthcare applications. Organic growth for Industrial Solutions was up mid-teens for the full year as well. As expected, organic sales growth for Interconnect Solutions was down in the quarter, reflecting the anticipated impact of the shift in demand related to premium next-generation smartphones to the first half of 2021, along with softness in automotive end-markets related to the semi chip shortage. For the full year, organic SaaS growth for our Interconnect Solutions was up mid single-digits and we expect to return to a more traditional seasonality in 2022. In addition, we recently completed our Kapton expansion project here in the U.S., which expands our production of polyamide film and flexible circuit board materials. We will begin qualifying materials in the first half of this year for high value applications, which will start to accelerate in the second half of 2022. For W&P, 17% organic sales growth during the quarter consisted of a 12% increase in volume, including volume gains in all three businesses and 5% pricing gains. Sales gains were led by high-teens organic growth in Safety Solutions as continued recovery in industrial end markets resulted in significant volume improvement for Nomex and Kevlar air and mid fibers. Within Water Solutions, high-teens organic sales growth reflects strong global demand for water technologies, primarily in industrial and desalination markets. Shelter Solutions sales increased on mid-teens organic growth, driven by continued strength in North American residential construction and continued recovery in commercial construction led by higher demand for quarry and services. Year-over-year pricing gains of 5% during the quarter relate primarily to actions taken in safety and shelter in response to raw material inflation and also reflect sequential price improvement from all three business lines and W&P versus the third quarter. For the full year, W&P delivered 10% organic sales growth on 8% volume improvement and 2% pricing gains. Safety and Shelter Solutions were up low double digits organically, and Water Solutions was up mid-single digits for the year. The global demand for clean water technologies remained strong and expanding our capacity remains a priority for us. For M&M, 13% organic sales growth during the quarter was driven by a 16% increase in price, offset slightly by a 3% decline in volumes. M&M within the segment, within our portfolio most significantly impacted by raw material inflation. The 60% local price increase during the quarter reflects continued actions taken to offset higher raw material and logistics costs. Volume declines reflect softness in global auto production due to supply constraints, primarily the semiconductor chip shortage. For the year, M&M organic sales growth was 24% on 12% higher volume and 12% pricing gains. All three business lines within M&M delivered organic sales growth of greater than 20% for the full year. Turning to Slide 7, adjusted EPS of $1.08 per share was up 54% from $0.70 per share in the year ago period. Higher volumes and strong results from Laird more than offset higher logistics costs and other operating items such as cat time start-up costs. Below-the-line items continue to benefit our EPS results compared to the year ago period, primarily a lower share count. Lower interest expense was mainly offset by a higher tax rate. For full year 2022, we expect our base tax rate to be in the range of 21% to 23%. Let me close with a few comments on our financial outlook on Slide 8. We expect continued top line strength across the portfolio in 2022, led by ongoing strength in semiconductors as the industry continues to operate near capacity to meet demand, and consistent demand in areas such as industrial technologies, smartphone sales, housing starts and water filtration. Our plan assumes these market dynamics will lead to solid volume growth in 2022. In 2022, we are planning that raw material and logistics costs will remain at elevated levels with approximately $600 million of year-over-year headwinds versus 2021, primarily in the first half. Once again, the raw material inflation will be predominantly in our M&M segment. In response, we are implementing more price increases in all businesses, which will enable us to offset raw material and logistics costs on a full year basis, but we will lag in the first quarter. We expect our operating EBITDA margins to improve throughout 2022, driven by volume growth, productivity, acquisition synergies and full implementation of pricing actions. In the first quarter, we expect net sales between $4.2 billion and $4.3 billion and operating EBITDA between $940 million and $980 million. At the midpoint of our guidance range, we are anticipating first quarter operating EBITDA margins to be about flat sequentially with the fourth quarter 2021. We expect sequential improvement in E&I and M&M to be offset by W&P as manufacturing cost increases stemming from the Omicron variant and ongoing logistics cost headwinds lead to sequential margin decline. For the full year, net sales of $17.4 billion to $17.8 billion and operating EBITDA of approximately $4.4 billion at the midpoint reflects volume growth and acceleration of additional pricing gains throughout the year to offset the impact of both raw material and logistics cost increases. We expect operating EBITDA margin in the back half of 2022 to return to more normalized levels as impacts from the Omicron variance subsides as well as gains from volume improvement, productivity actions, acquisition synergies and full implementation of price increases. In closing, I want to note that our guidance is based on the current DuPont portfolio today, including the businesses and scope of the planned M&M divestiture. Once we sign a deal, the in-scope M&M businesses will move to discontinued operations, and we will reset the guidance for remaining DuPont. With that, let me turn the call back to Ed.
Ed Breen:
Thanks, Lori. Let me close by summarizing why I am excited about 2022 at DuPont. Our results demonstrate that our businesses deliver the solutions our customers demand and a tight supply chain and challenging logistics environment, we delivered 6% volume growth well ahead of our expectations coming into the quarter. Our teams continue to work closely with our customers to understand their complex material challenges and to win business by delivering innovative and sustainable solutions. You can also see our teams are managing every lever within our control. This is evident through our delivery of pricing gains to offset every dollar of raw material inflation in 2021, and these actions continue into 2022. In addition to having our fundamentals in place, we are on track to complete a few substantial steps in the transformation of DuPont in 2022 with the planned Rogers acquisition and the M&M divestiture. These transactions as well as the potential for additional M&A in strategic areas, position DuPont as a premier multi-industrial company, focused in the areas of electronics, water, industrial technologies, protection and next-generation auto. And finally, because of our ability to complete this transformation while maintaining a strong balance sheet, we will be in a position to generate value for all stakeholders through organic and inorganic investment in our businesses and by staying committed to our dividend and share repurchases as we announced today. I look forward to providing you updates on each of these areas as we progress through 2022. With that, let me turn it to Pat to open the Q&A.
Pat Fitzgerald:
Thanks, Ed. Before we move to the Q&A portion of our call, I would like to remind you that our forward-looking statements apply to both our prepared remarks and the following Q&A. [Operator Instructions] Operator, please provide the Q&A instructions.
Operator:
[Operator Instructions] Your first question comes from the line of Jeff Sprague with Vertical Research.
Jeff Sprague:
Thank you. Good morning, everyone. Good morning, Ed and Lori.
Ed Breen:
Good morning.
Jeff Sprague:
Two questions for me. First, just on M&M. Ed, is the tenor of the discussion around valuation still in the ballpark of what you were thinking back in November, kind of given the market turmoil that we’re looking at?
Ed Breen:
Yes. No change to the comment I made last time, feeling very good about the process. Multiple people very interested in the asset, and we’re moving along as quickly as we can here. We will have a deal to announce before the end of the first quarter.
Jeff Sprague:
Great. And then just thinking about the portfolio after this, I have done a lot of the benchmarking work myself and the company does look a lot different when this is behind you. But I just wonder if you could give us a sense of what you think the organic growth profile of the company is once you get these two moves done. And should we be expecting kind of other portfolio moves? Or we’re moving more into maybe, I don’t know, maybe bolt-on acquisition mode with a focus on organic growth perhaps.
Ed Breen:
Yes. Jeff, a couple of comments. And by the way, I think it really does transform the portfolio into a premier multi-industrial. If you look at just the fourth quarter results, if you take M&M out, the portfolio grew volume 10%. It was 6% with M&M in it. And by the way, if you look at the EBITDA margin profile, it would improve by 190 basis points with M&M out. So as we said before, with this move we’re making, we’re definitely going to improve our top line and the stability of it. We’re going to improve our EBITDA margins, and we’re clearly significantly reducing cyclicality M&M portfolio. And by the way, I think in Lori’s comments or my comments, 70% of our raw material increases this year were in the M&M segment. By the way, we’re getting significant price and covering it, but somewhere down the road is commodity, cost online, the pricing unwinds. And if it was in the DuPont portfolio, by the way, our organic growth rate little care for a year. even though the M&M business is a phenomenal business and a great cash generator. So it really fixes a lot of things and have been, of course, adding Laird and Rogers by the way, the consistency of those secular end markets that we’re adding in are very nice. And I give you an overall comment. When you look at the pie chart on a new DuPont after these moves are made, by the way and assuming maybe another key acquisition happens that we add into one of these secular areas we talked about our five areas, you have about 45% of the portfolio that outgrows GDP and about 55% of the portfolio probably somewhere around GDP. So we are really very much tweaking that end market secular exposure we have to have a really consistent nice higher organic growth rate in the company.
Jeff Sprague:
Great. Thank you.
Ed Breen:
Bye, Jeff.
Operator:
Your next question comes from Scott Davis with Melius Research.
Scott Davis:
Hi, good morning, Ed, Lori and Pat.
Ed Breen:
Good morning, Scott.
Lori Koch:
Good morning.
Scott Davis:
Good luck with M&M. Looks like we’re going to get an announcement in another couple of months. But I want to switch over to W&P, because it seems to be back on track, pretty big core growth numbers even excluding price. What was it your ability to meet customer demand in the quarter that changed? Or the actual customer orders go up substantially in the quarter? And is this business just a little lumpier than perhaps we may think it is? And you’re going to have some ebbs and flows.
Ed Breen:
Yes. A couple of things, Scott. First of all, the order rates have continued to go up. In the last couple of weeks, we’ve had really nice order input in the business. So that’s continuing on a nice trend, and it’s almost every one of those end markets that Lori touched on in her prepared remarks. But we also, in the quarter, did a nice job getting through some of our, call it, past due backlog. By the way, one of the areas, if you all remember this quarter, we had 19% growth in the water business, and the two quarters before that, we highlighted to you that we were having a tough time getting some shipments out the door in the water business. And we had low single-digit growth in the – if you combine the second and third quarter, and it obviously should have been higher in the second and third quarter. So we really got a lot of the logistics cleaned up, the port’s cleaned up a little bit in some of the areas where we ship our water products, and we got 19%. So we flushed out a lot of that second and third quarter. Having said that, the water orders coming in still look very robust. So we’re feeling good about what we’re getting out the door to satisfy our customers and the order intake still coming into the company. So, on the point I made a minute ago to Jeff, you combined W&P and E&I, which will be the new portfolio, 10% volume growth in the quarter on top of us getting pricing.
Scott Davis:
Right. And Ed is the strategy to price around raws or price and raws plus logistics?
Ed Breen:
Yes. Scott, it’s to get both. What I think happened to everybody. You see your input costs on the raws, and we’ve been getting pricing, like we said, we covered it 100% in 2021. But the logistics costs, especially ocean freight, just started going bonkers around October, November, kept going up in December. And it wasn’t even up and staying up. It was continuing to go up and some of the ocean freight is literally up 700%, 800%. It’s crazy. So I think everyone is still chasing that, and that’s really a big part of our story in the first quarter in W&P, where we’re implementing more pricing – well, by the way, we’re implementing more pricing actions across the portfolio, but we’re really going at it on the W&P side, because they have more of our logistics costs than the other two businesses. And we’re putting through more pricing there. So as we get into second quarter for W&P will start into see margin improvement keep building as we go through the year.
Scott Davis:
Okay, helpful. Good luck, everybody.
Operator:
And your next question comes from the line of Steve Tusa with JPMorgan.
Steve Tusa:
Hi, good morning, guys.
Lori Koch:
Good morning.
Ed Breen:
Hi, Steve, good morning.
Steve Tusa:
Are you still thinking kind of the same – I know the market has been a little bit volatile, but any update on your expectation for the multiple for M&M ultimately?
Ed Breen:
Yes. I stick with my comments that I made last time. I think when I made the comments, our 2021 multiple was a little shy of 11%, and I said we will get more than that for this asset, but I think our multiple now is still a little shy of 11% in 2022. And I stick with my comment that I made last time.
Steve Tusa:
Great. And then just the kind of price cost dynamics first half to second half, I am sure that’s part of the kind of seasonal ramp. I know it’s a little bit tough to tease out what normal seasonality here is for this new portfolio, but maybe just put that in the context of the 1Q EBITDA guide, if you could? I’m sure that’s an aspect.
Lori Koch:
Yes. So in the first quarter, we still see logistics as a headwind to earnings. They are probably in the same range that we called out for the fourth quarter of $50 million. So as the year goes on, we will expect to offset that to land neutral on a full year basis on those raw material escalation and logistics. So that’s a piece of our sequential margin improvement as the year goes on kind of getting back into more normal patterns in the second half. Another benefit that we will see as the year goes on, it’s really just the volume drift and so we will expect sales to increase coming out of Q1 to get to the full year guide of a midpoint of $17.6 billion. And beyond that, just the lift that we’re expecting around productivity as we enact and productivity actions get more synergies out of the layer transaction. So we’re doing really well there. We’ve actually upped our expectations slightly from $60 million when we announced the deal. So now we’re targeting closer to $63 million from the Laid synergies. So all of those things combined are what’s giving us confidence in the margin ramp coming out of Q1.
Steve Tusa:
Great. Alright, thanks a lot, guys. Appreciate it.
Ed Breen:
Thanks, Steve.
Operator:
Your next question comes from John Walsh with Credit Suisse.
John Walsh:
Hi, good morning, everyone.
Ed Breen:
Good morning, John.
John Walsh:
Maybe just circling back to the guidance, if we look at 2021, you outperformed your initial guide by about 8% on EBITDA at the midpoint in the face of a lot of inflationary pressures. As we think about 2022 and how you kind of set the initial guide, is it really just running forward some supply chain continuation of the current environment or is there anything that’s DuPont specific that we should be aware about when you set that guidance?
Lori Koch:
No. I wouldn’t say there is anything DuPont-specific. So obviously, we still have caution in the first quarter around not being able to cover the logistics headwind as well as primarily within our W&P segment, some impacts on production because of Omicron. So we’re seeing some lower production rates in January, primarily in our W&P business, which has large facilities here in the U.S. They have seen some absenteeism from the Omicron variant that’s leading to lower production on assets that usually one sold-out, as well as higher labor costs as we deal with some overtime. So the margin profile that we have at the midpoint in Q1 of 22.8%, we expect to escalate as the year goes on landing more to 25% on a full year basis. But to your question, I wouldn’t say there is anything different in our methodology about how we provide guidance for the full year versus any other company.
Ed Breen:
Yes, I would add one other comment also. Lori and I plan that raw material inflation stays where it’s at for the full year. So that’s an assumption that we have in our planning. So again, we’ve got to continue to get the price to cover the logistics and any other raw inflation that we see. And we are, again, enacting across all the portfolio as we enter the new year here. That continues. But we’re making that assumption that it stays up here, and we got to get it covered.
Lori Koch:
Yes. So I’ll say we’re expecting another $250 million in Q1 year-over-year, probably about the same range in Q2, and then we expect it to plateau not decline, but plateau in the second half.
John Walsh:
Great. Thank you for that color. And then maybe just a follow-up on how you’re thinking about volumes by geography or major countries however you’d like to speak on it as we think about 2022? Thank you.
Ed Breen:
Yes, we expect continued robust growth again across the different regions. So in 2022, if you look at our guidance for it, 6% of the midpoint on a total company basis. But if you take out the headwind that’s in non-core from the divestiture of the clean tech business, we’re actually at about 8% total growth in 2022. So we see strength again in North America and Europe, Asia Pacific, all kind of up in the high single-digit range with a little tempering in Latin America. But again, Latin America is not a huge portion of our footprint.
John Walsh:
Great. Thanks for taking my questions.
Ed Breen:
Thanks, John.
Operator:
Your next question comes from David Begleiter with Deutsche Bank.
David Begleiter:
Thank you. Good morning. Just on W&P pricing in this cycle, how sticky do you think it will be this time around versus maybe prior cycles?
Lori Koch:
Yes. I mean we are looking to get kind of in the mid-single digit price increases in this year, so we had 5% in Q4. We will look to maintain that pace through the first half. It obviously will temper a bit in the second half on a year-over-year basis as you lap the price increases that we started in Q3 and picked up in Q4. So, I would say W&P price stickiness is a little bit stickier than what we would see in the M&M business. We would expect that to the turnaround once the raw material starts to recede. So, we are hoping that we can maintain those price increases, but we will see what the raw material and the inflation environment looks like as we go forward.
David Begleiter:
Very good. And Ed, just on PFAS, any update on this issue? And what progress could you hope for this year in terms of removing the overhang? Thank you.
Ed Breen:
Yes, David. Look, I think we are going to make very good progress this year. I will just give you a couple of things. Chemours, Corteva and DuPont are working extremely well together. I would say we are very synced up on wanting to get some outcomes here in the first half of 2022. So – and I mentioned that, David, because one of the issues we had a year ago before we signed the cooperation agreement and the structure we put in place between the three companies. We were just wasting a lot of time talking internally within the three companies and wasting, I think valuable time not being synced up because we didn’t have that agreement in place. We are really, every single week now, in discussions with third-parties to resolve issues. We are literally synced up on weekly calls, and it feels really good that we can make progress. Obviously, the big focus would be getting the Water District cases settled on the PFAS side of things. We have a few states that will do some settlements with like we did in Delaware. And so we are feeling very, very good that we will make some progress. And again, a lot of conversation is going on presently and that’s productive.
David Begleiter:
Thank you.
Ed Breen:
By the way, it’s very high on the Ed Breen’s personal list. I understand the importance of getting that stuff resolved and personally spending a lot of time on it.
David Begleiter:
That sounds great. Thank you.
Operator:
Your next question comes from the line of Chris Parkinson with Mizuho.
Chris Parkinson:
Hi. Thank you very much. Just very quickly, could you speak to the current backdrop in semiconductors for ‘22, given the recent sector noise, the competitive environments? And just also how investors should be thinking about the current CapEx cycle flowing through your outlook for ‘23 and even potentially longer term? Thank you.
Ed Breen:
Well, the CapEx piece, as we have said, we are going to be on the higher side for about 1.5 years here still. We have got a couple of these big expansion projects going on. We are just winding – so by the way, we are going to run about 6% on CapEx. We would like to, over the medium-term, run that more a little bit under 5%, mid-4s, high-4s, somewhere in that range. But we were just finished up the Kapton program, but we have got some water expansion stuff we are looking at. And obviously, we have the big Tyvek expansion which is our single biggest CapEx program going on over in Luxembourg right now that still goes on for about 1.5 years. So, we are going to run a little bit higher. But pretty much where our CapEx is going is where we need capacity, which is maybe a good problem to have.
Lori Koch:
Yes. And I think on the semi CapEx front, obviously, the industry is running, I think, at about 98% capacity right now. So, contributing to the really strong growth that we saw overall semi in 2021 with 15%. We will look to have this strength again maybe in the high-single digits, low-double digits in 2022. So – and as they invest capacity and CapEx in the semi space obviously benefits our portfolio. So, we tend to outpace MSI for the amount of wafers produced by 200 basis points to 300 basis points. So, that number continues to show strength in the coming years from all of the demand and the capacity that’s going in, we will participate in that uplift as well.
Ed Breen:
Yes. Part of our growth, by the way, a nice piece of it, if you remember, from the teach-ins that John is a lot of more complex semiconductors, more layered chips and all that, and that plays to our advantage, it gives us growth. But growth is, as you all know, has been a little tempered to Lori’s comment right now because we need new fabs to come on board. So, it looks like a nice business to be in over the next decade as new fabs come on, and we have seen a couple of announcements recently in the U.S. where some fabs are going. So, it looks like a nice trend for the next decade.
Chris Parkinson:
And just you hit on all the follow-on topics on W&P between prepared remarks. I just want to push something out in terms of just given the strong pricing outlook, let’s say, the eventually abating P&L and labor-related cost headwinds and then the growth outlook for, let’s say, safety protective versus shelter. Could you just remind us and just give us your updated thoughts on normalized margins for that segment going forward, let’s say ‘23 forward? Thank you.
Lori Koch:
Yes. So W&P, as we had mentioned, we will see sequential margin deceleration from Q4 into Q1, really driven by the items that we had called out. But if you exclude the raw material and logistics net headwinds and the headwinds that we are seeing from a production perspective, the W&P margins in the quarter should be almost 500 basis points better than what we may post because of those headwinds. And so you are getting that more into the 26% range. I think going forward, that those margins should be in the 26%, 27% EBITDA margin profile.
Chris Parkinson:
Thank you very much.
Operator:
Your next question comes from John McNulty with BMO Capital.
John McNulty:
Yes. Thanks for taking my question. Ed, it looks like you are going to have a mountain of cash once mobility is sold off. Can you speak to what you are seeing in terms of the M&A pipeline? It sounds like you have got some chunky targets out there with the volatility that we have seen in the market, have you seen those multiples come in at all? Are they still hanging in there? I guess how should we be thinking about that?
Ed Breen:
Yes, I mean, I think generally, the multiples are hanging in there, but we will see how the year goes. We are, John, most likely won’t do an acquisition until after we get the proceeds from M&M, which will be in the fourth quarter. And we are not missing out on something we want by waiting in that time window. So, we will see where things sit at that point in time. By the way, what we are looking at are things that are right in the wheelhouse of those five core secular growth areas I mentioned to you. So, we are not looking at something that’s off another leg on the stool or something like that. We really feel we can beef up our opportunities in existing customers bases and expand customer bases and technology areas that we already know we sell into, and we can expand it and add to it. I think by the way, Laird and Rogers are two perfect examples of that. I am not saying it’s in that area, but something like that defense will get a kind of cost synergies out of when we do it. So, that’s kind of our timeline of what we are thinking that as we exit next – this year we are in now, possibility for an acquisition or two. By the way, this number could be, give or take, $1 billion, but we will probably be sitting on between cash flow, selling M&M, buying Rogers, CapEx, everything else that kind of goes into it, we will probably be sitting just for planning purposes with like $6 billion of excess cash, somewhere in that ZIP code as we consummate this year.
John McNulty:
Got it. No, that’s helpful. And then just a question on the raw material and inflation front. I guess at this point, do you have actual constraints from a supply chain perspective where you are not – you are being kind of held back and putting out product at this point, like whether it’s force majeures or logistical challenges or what have you? Are you pretty well squared away at this point? And now it’s just the inflation that you have to worry about? And when will that maybe settle then?
Lori Koch:
Yes. I would say, in general, the raw material constraints are pretty much behind us. There are some force majeures that we are dealing with, but they are not holding back our production. What is holding back our production is what I had mentioned earlier with some of the Omicron absenteeism at some of our sites in the U.S. that’s primarily impacting the W&P segment. So, we had planned our Q1 guidance, but that doesn’t materially get better versus what we saw in January. So, that’s really the only place where we are seeing constraints in production.
Ed Breen:
And we would think that’s really a one quarter issue the way Omicron is now coming down. We had a key production facility. We missed two days of production. I think it was two weeks ago, lack of staffing. We were back up on the third day. It’s things like that. We are paying everyone overtime to work more hours, and that’s costing us money. And a lot of that, we obviously plan will subside here sometime in the first quarter. But from a planning purpose, we just made the assumption that January, February and March will all look the same because of Omicron and those type of issues.
John McNulty:
Got it. Thanks very much for the color.
Ed Breen:
Yes. Thank you.
Operator:
And your next question comes from Steve Byrne with Bank of America.
Steve Byrne:
Yes. Thank you. Would you attribute the 9% volume growth in E&I to your customers just running harder and some capacity expansions, or is this also from share gains? And if the latter, what precludes you from not getting more price in the segment? Is that only possible with a price mix shift? And can you preclude the legacy products from declining in price?
Lori Koch:
Yes. So, I would say it’s a combination of just a really robust end markets within E&I as well as some share gain primarily within the semi space. And so our semi segment was up 22% in the quarter. That’s mainly volume. Back to the earlier comment around the fabs running full out as well as some share gains on our point and also some benefit in the mix of chips that are being produced or those chips that have more advanced nodes favor our portfolio. And as far as price, we are getting price. It’s netting out to a slight headwinds because there is a normalcy that goes on within the Electronics segment. And so we have sized that about 1% annual fees in the E&I segment that happens across the electronics industry. That’s not something that’s just a DuPont factor that goes on across electronics. And so if you take that out, we actually did net some price to be able to offset the raw material headwinds that we are seeing within E&I. But back to the pie chart that we provided in our slides, E&I is the smallest portion of our portfolio that has headwinds on the raw material front, only about 10% of the headwinds that we saw of the $250 million in the quarter was from E&I.
Steve Byrne:
And in your remarks, Lori, you mentioned about the water technologies focusing on industrial end markets and desalination. So, you clearly have the platform for purification. My question for you, do you have the right technology or do you need to hold on to it to expand from purification to extraction such as extracting minerals out of brine like lithium?
Ed Breen:
We are – let me just answer it this way. We are – we would love to do an acquisition in the water area, and you would probably pick up some technologies in that area. There are technologies we would like to add in the portfolio. By the way, there is not a ton of water assets out there. But as you know, we did four acquisitions. I don’t know what – the end of ‘19 and moved the track at time here. They were all smaller, but now we are growing really nice. So, that is a potential path for us. If there is not something a little chunkier that we really, really like. But that’s a space we just feel the next couple of decades are great secular growth areas, and we have got great technology already we would like to add to, probably very similar in the Laird and Rogers coming into E&I, how that adds on to existing technologies we have. So, definitely an area of interest and could pick up some of those technologies in that extraction area.
Steve Byrne:
Thank you.
Ed Breen:
Thanks, Steve.
Operator:
Your next question comes from John Roberts with UBS.
John Roberts:
Thank you. You had uneven quarterly comps in interconnects in 2021 due to the smartphone launch timings and automotive. Any insights into the quarterly comps as we go through 2022, where are the really uneven comparisons?
Lori Koch:
Yes. So, we will go back to a more seasonal pattern in 2022, so that does create a headwind in Q1 because in Q1 of 2021, we were un-seasonally high. That will resolve as the year goes on and create a tailwind in the back half. But overall, the seasonality will be more normal with Q3 being the highest as we supply materials into the smartphone space in advance of the Christmas sales.
John Roberts:
Then on Slide 5, can you help us understand the headwinds that stay with DuPont or would continue in DuPont versus M&M.? So, how much of the logistics $50 million is continuing DuPont versus M&M? And in the part of M&M that stays with DuPont, is it performing in line with the rest of M&M, or is it outperforming overall?
Lori Koch:
Yes. So, on the logistics front, of the $50 million, about $40 million stays in DuPont with the biggest piece of that being in W&P. So, only about 10 of the 50 was within M&M. And as far as the business is staying with DuPont, it’s primarily adhesives and multi-based heritage Dow businesses. Fair margin profile is lower than the M&M segment today. We saw some significant headwinds on the price cost in 2021. We will look for that to improve heading into 2022, but their margin profile was slightly below where M&M is.
John Roberts:
Thank you.
Operator:
Your next question comes from Vincent Andrews with Morgan Stanley.
Vincent Andrews:
Hi. Thank you. Good morning. Just a couple of cleanup questions here. I know you laid out sort of the shape of your raw material expectations for 2022. On logistics, as you called out, the crazy numbers that we are seeing in ocean freight, are you assuming that, that stays the same through the year, or are you allowing for that to correct a little bit in the back half?
Lori Koch:
So, it corrects in the back half, primarily in the fourth quarter as we lap that $50 million headwind that we saw in 4Q 2021. So, we will look for them to remain elevated Q1 through Q3 on a year-over-year basis and then Q4 moderate. The one difference coming out of Q1 is we do expect to get price coming out of Q1 into Q2 and beyond to offset that headwind in logistics.
Vincent Andrews:
Okay. And then just on the semis and maybe just going even into the tiers and the auto customers. There is chatter out there depending on who you are listening to that maybe there is some double ordering in semis or maybe the tiers have built up inventory waiting for the auto production to come back. But as you look across your businesses and your customer relationships and what you are seeing and hearing, what’s your point of view on any of that stuff?
Lori Koch:
Yes. We are not feeling any inventory build that would create a headwind as you head into 2020. I mean keep in mind, there is a little bit of a timing disconnect between the results within the M&M segment from a volume perspective and auto builds. And so in 2021, we significantly outpaced with volumes up 12% versus auto build up 2%. So, that could moderate a bit with respect to our performance versus auto builds in 2022. But overall, I don’t feel like any inventory is building in the channel. And on the semi front, I think it would be hard to be building inventory in semi just given the market is constrained. So, we don’t feel it there either.
Vincent Andrews:
Okay. Thank you very much.
Operator:
Ladies and gentlemen, we have reached the allotted time for questions today. I will now turn the conference back over to Pat Fitzgerald for closing comments.
Pat Fitzgerald:
Thank you, everyone, for joining our call. For your reference, a copy of our transcript will be posted to the DuPont website. Please join us on March 3rd for our next teach-in, which will include the Industrial Solutions line of business within our E&I segment. I hope you can join us. Thank you again. This concludes our call.
Operator:
Ladies and gentlemen, this does conclude today’s conference call. Thank you for your participation. You may now disconnect your lines.
Operator:
Good day and thank you for standing by. And welcome to the DuPont Third Quarter 2021 Earnings and Strategic Update Conference Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. [Operator Instructions] I would now like to hand the conference over to your first speaker today. Head of Investor Relations, Pat Fitzgerald. Thank you. Please go ahead.
Patrick Fitzgerald:
Good morning, and thank you for joining us for DuPont 's third quarter 2021 earnings conference call. On today's call, we will also discuss 2 strategic transactions that we announced this morning. We're making this call available to investors and media via webcast. We will extend today's call to approximately 90 minutes to allow for Q&A related to both earnings and the strategic announcements. We have prepared slides to supplement our comments during this conference call. These slides are posted on the Investor Relations' section of DuPont 's website and through the link to our webcast. Joining me on the call today are Ed Breen, Chief Executive Officer; and Lori Koch, Chief Financial Officer. Jon Kemp, President of Electronics and Industrial, will also join for the Q&A session. Please read the forward-looking statement disclaimer contained in the slides. During our call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainty, our actual performance and results may differ materially from our forward-looking statements. Our 2020 Form 10-K, as updated by our current and periodic reports, include detailed discussions of principal risks and uncertainties which may cause such differences. Unless otherwise specified, all historical financial measures presented today excludes significant items. We will also refer to other non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure is included in our press release and posted to the investor page of our website. I'll now turn the call over to Ed.
Ed Breen:
Thanks, Pat. And good morning, everyone. And thank you for joining us. In addition to our excellent quarterly results, I am pleased on the opportunity today to talk about two significant strategic moves we are making to further strengthen our portfolio and deliver long-term value for our shareholders. I will provide a brief overview of these announcements before Lori walks you through earnings. And then I'll be back to go into more depth on our announcements today. Our team has delivered outstanding results in the third quarter above the high end of our guidance ranges for sales, operating EBITDA, and adjusted EPS, highlighted by the actions we took to implement price increases to stay ahead of raw material inflation. In the quarter, we delivered a neutral price cost impact for the Company, which is a proof point and effectively managing the levers within our control to deliver strong results. Market demand in nearly every one of our end markets were strong and our supply chain organization executed well in a challenging environment to deliver for our customers. Organic growth was up high single to double-digits in every segment in the quarter. I am pleased by the quick actions our teams took to position us to continue managing the supply chain challenges and raw material cost pressures effectively as we head into the fourth quarter. As Lori will cover in a few minutes, we expect to fully offset raw material price headwinds again in the fourth quarter. As I mentioned, we also announced 2 strategic transactions this morning. The acquisition of Rogers Corporation and our attempt to divest a substantial portion of our Mobility and Materials segment will significantly strengthen DuPont 's position in our core high growth, high margin markets with a focus on electronics, water, and technologies, and next-generation automotive. In addition to focusing the portfolio, these strategic actions will accelerate our top-line growth, operating EBITDA margins, and significantly improve our earnings stability. The combined transaction will allow us to benchmark extremely well against best-in-class multi-industrial peers, thereby resulting in long-term value creation. I will cover the details of the Rogers and M&M transactions in a moment. But first, let me turn it over to Lori to discuss the quarter, as well as our outlook for the remainder of the year.
Lori Koch:
Thanks, Ed. And good morning, everyone. As Ed mentioned, customer demand across almost all of our end markets remained strong in the third quarter. We saw continued improvement in many of the industrial end market adversely impacted by the COVID-19 pandemic, as global economies continue their recovery. Organic growth in the quarter was up 16% versus 2020. We delivered net sales, operating EBITDA, and adjusted EPS above the high end of our third quarter guidance. In addition, we had strong cash flow generation and returned $657 million of capital to shareholders during the quarter, grew $500 million in share repurchases, and $157 million in dividends. We now have $875 million in share repurchases remaining under our existing authorization, which expires next June. And we expect to complete a full-year 2021 with about $2 billion in share repurchases, which is at the high-end of the range that we provided earlier this year. Net sales of $4.3 billion were up 18% versus the third quarter of 2020, up 16% on an organic basis. Organic sales growth consists of 10% volume improvement and 6% pricing gains, reflecting the continued actions we are taking to offset inflationary pressure. Excluding the impact of metals, price was up about 5% during the quarter. A 1% portfolio tailwinds reflects the net impact of strong top-line results related to our acquisition of Laird Performance Materials and headwinds from the non-core divestiture. Currency provided a 1% tailwind in the quarter. Overall sales growth was broad-based and reflects high single to low double-digit volume growth in all 3 of our reporting segments. Double-digit organic growth within Asia Pacific, Europe, and North America reflects continued strong demand in our key end market. From an earnings perspective, we delivered operating EBITDA of $1.09 billion and adjusted EPS of a $1.15 per share, up 20% and about 90%, respectively, versus the year-ago period. The earnings improvement was driven by strong volumes across all 3 reporting segments and earnings uplift from the Laird Performance Materials acquisition. The swift pricing actions that we implemented earlier this year, in the face of raw material inflation, continue to benefit our operating result. For the total Company, our selling price increases during the quarter, again, offset raw material inflation. Gross margin was up about a 160 basis points versus last year, reflecting increases in both M&M and E&I. Operating EBITDA margin of 25.5% was in line with our third quarter guidance expectations and reflects 50 basis points of margin expansion versus the prior year. Incremental margins were about 28% during the third quarter versus last year. However, if you exclude the impact of price and costs, our operating EBITDA margin for the quarter would have been nearly 27% and incremental margin would have been over 40%, reflecting very strong underlying operating performance. I have also mentioned previously that we track our operating performance for our core results on an underlying basis versus 2019, given the unique nature of 2020 and certain discrete items that impacted our operating results in the prior year. In comparing our third quarter results to pre -pandemic levels, sales for our core businesses were up 15% versus 2019 with operating EBITDA leverage at 1.4 times on an underlying basis despite the global challenges around supply chain pressures and raw material inflation. From a segment earnings perspective, E&I delivered 13% operating EBITDA improvement on strong volume and better-than-expected results from Laird as we continue to integrate this business with our current electronics offerings. The year-over-year comparison includes the headwind resulting from a technology sale in the prior year. Adjusting for this item, operating EBITDA was up about 20% with margins essentially flat between both periods. In W&P, operating EBITDA increased 12% versus the year-ago period on volume growth, primarily reflecting recovery in industrial end markets for Aramid fibers in the absence of charges related to temporarily idled facilities in the prior year. We were proactive in implementing pricing actions during the quarter in W&P. However, these actions were more than offset by raw material inflation and logistics costs, which resulted in headwinds to margins and operating leverage. We expect sequential price improvement as we continue to implement increases in response to raw material inflation. M&M delivered 75% improvement in operating EBITDA or about 2.5 times operating leverage compared to the year-ago period. The improvement reflects higher volumes across all end markets, net pricing gains, and response to raw material inflation, and the absence and charges related to temporarily idled facilities in the prior year. For the quarter, cash flow from operating activities was $842 million and capital expenditures of $208 million resulted in free cash flow of $634 million. Free cash flow conversion of a 112% was up significantly compared to the second quarter. Turning to slide 4, which provides more detail on the year-over-year changes in net sales for the quarter. Strong customer demand across almost all our end markets, including the continued recovery in many industrial end markets, and the efforts of our supply chain organization drove organic sales growth of 16% during the third quarter. In E&I volume gains delivered 9% organic sales growth for the segment, led by double-digit volume gains in both Industrial Solutions and Semiconductor Technology. The sales growth in Industrial Solutions reflects strong demand across all product lines but most notably in OLED displays for a new phone and television launches. Medical silicones in healthcare Kalrez seals within electronics, along with a continued recovery in aerospace. Semiconductor technologies, continues to benefit from robust demand driven by the ongoing transition to more advanced node technology and growth in electronics mega trends, and we expect these strong demand trends to continue in the fourth quarter. Within Interconnect Solutions, organic sales declined in the mid-single-digit reflects the anticipated impact of the shift in demand related to premium next-generation smartphones for the first half of this year, along with softness in automotive end markets due to the semi-chip shortage. We expect these headwinds to continue in the fourth quarter. However, we do expect organic growth of ICS to be up mid-single-digits on a full-year basis. For W&P, 11% organic sales growth during the quarter consisted of 9% volume improvement and 2% pricing gains. Continued recovery in industrial end markets resulted in significant volume improvement for Nomex and Kevlar Aramid fibers within Safety Solutions, which was up double-digits on an organic basis. Our Shelter Solutions continue recovery in commercial construction led by demand for Corian surfaces, contribute to high single-digit organic growth. In addition, we saw continued strength in North American residential construction markets for products including Styrofoam and Tyvek house wrap, and the retail channel for Do-It-Yourself applications. Organic sales for Water Solutions were up low-single-digits during the quarter as global demand for clean water technology remains strong. However, logistics challenges do remain and have impacted our ability to meet demand. Pricing gains for W&P during the quarter reflect actions taken to mitigate raw material inflation, mainly within shelter and safety. M&M top-line results reflect another strong quarter with organic sales growth of 28% on a 16% price increase and 12% volume improvement. And includes double-digit organic growth in each of Engineering Polymers, [indiscernible] in advanced solutions. Throughout the year, our M&M segment has been the most significantly impacted by raw material inflation. As such, a 16% price increase reflects the continued actions we have been taking to offset these high raw material costs. And also reflects higher metals pricing in our advanced solutions business. Excluding the metals impacts, price was up about 12% during the quarter. Looking ahead, while our global supply constraints of key raw materials have improved in M&M compared to earlier in the year, and auto demand remains strong among consumers, we do expect softness in the fourth quarter as the global chip shortage continue. Turning to Slide 5, adjusted EPS of a $1.15 was off about 90% from $0.61 per share in the year-ago period. Higher segment earnings results in a net benefit to EPS of about $0.20 per share, driven by higher volumes and strong results from Laird. As I mentioned, we were price costs neutral during the quarter, given the pricing actions we have been taking to offset raw material inflation. Our lower share count continues to provide a benefit to adjusted EPS, specifically a $0.33 benefit to the third quarter. Benefits from lower interest expense in this current quarter from de -levering actions earlier in the year, was mostly offset by a higher base tax rate compared to the last year. For full-year 2021, we expect our base tax rate to be about 21%. Turning to Slide 6, I'll discuss our outlook and guidance for the full-year 2021. We expect strong underlying demand trends to continue in the fourth quarter in almost all of our end markets and have seen signs of these trends in the month of October. However, we are starting to see the ongoing semiconductor chip shortage impact our downstream customers’ ability to produce, which is creating some deceleration in order patterns. Primarily in automotive end markets were [Indiscernible] estimates for the second half have been cut by 17%. Due primarily to the softness attributable to the semiconductor chip shortage, we are lowering the midpoint and narrowing the range of our full year guidance for net sales, operating EBITDA, and adjusted EPS compared to our previous estimates. At the midpoint of the ranges provided, we now expect net sales for the year to be about $16.37 billion down from the midpoint of our previous estimate of $16.5 billion. Similarly, we now expect operating EBITDA and adjusted EPS to be about $4.15 billion and $4.20 per share, respectively. This is not a demand or market share issue or our inability to continue to pass on prices or effectively manage our global supply chain. As our third quarter results demonstrate, we have successfully executed on each of these. This is purely a result of the global semiconductor shortage, which is impacting our customers' ability to produce and thereby pushing up demand. With that, let me turn it back over to Ed.
Ed Breen:
Thanks, Lori. I'm excited to share with you more detail on the 2 significant strategic moves we announced this morning, which will further strengthen our portfolio and deliver long-term value for our shareholders. The announcements of an agreement to acquire Rogers Corporation, and our intent to divest a significant portion of our M&M segment, are substantial moves, advancing our strategy to shift the portfolio towards higher-growth and higher-margin businesses, while significantly enhancing the earnings stability of the Company. The acquisition of Rogers will build on the Laird Performance Materials acquisition that we closed July 1st adding another high-quality business that expands our leading market position across highly attractive end markets. Rogers is a market leader in each of their primary product categories and brings a world-class organization with differentiated technology, innovation capabilities, technical expertise, and deep customer relationships. The same value proposition that differentiates our DuPont businesses. Rogers operates in end markets where we have already established leading positions, such as consumer and mobile electronics and others that are adjacent to our businesses such as 5G infrastructure and electric vehicles, enabling us to offer an even more attractive total value proposition to a broader base of customers, and creating the opportunity to compound growth over time given complementary products and markets. While M&M has been the market leader in high-performance thermoplastic serving automotive, electronics, industrial, and consumer markets, we believe DuPont is no longer the best owner for this asset. By separating M&M from the rest of the portfolio, we are better positioning the business to expand on its leadership position in these markets and continue to tackle some of the industry's most critical challenges, such as vehicle safety and fuel efficiency. We will leverage existing tax attributes to complete a highly efficient cash sale of the M&M business, providing ample funding to finance the Rogers acquisition, as well as further M&A and share repurchases while maintaining a strong investment grade credit rating. We have a few key targets, which like Laird and Rogers, we have been studying for a few years, that would be excellent additions to our portfolio. Following the completion of the intended Rogers acquisition and the planned divestiture of M&M, DuPont will focus on key emerging technologies and have enhanced top-line growth. Our participation in the auto markets going forward is much more connected the high-margin advanced technologies, enabling long-term secular trends like hybrid and electric vehicles, as well as advanced driver systems. A large portion of our order exposure will be aligned to EVs and ADAS, both of which are growing at a significant pace. This improved balance in our end markets will drive further consistency in our results and allow us to deliver best-in-class results among our multi-industrial peers. Strengthening our position in clean energy and electric vehicles, combined with our existing positions in water, safety, and production technologies, will continue to advance our customer sustainability priorities. Slide 8 shows the modeling we have done for the Company, assuming the completion of both the M&M divestiture and the Rogers acquisition, including full achievement of a planned cost synergies. As you can see, pro forma DuPont will benchmark well above our top multi-industrial peers on both organic growth and EBITDA margin, and in line with this high-performing [indiscernible] on cyclical, which we measure as peak-to-trough earnings volatility. Our historical sales growth for the new portfolio will improve by 40 basis points to 3.8%, which is nearly 2 times the growth rate of the top peers. This growth is driven by our exposure to high-growth end markets. For example, the semiconductor materials market is expected to grow at 46% per year, which is evidenced by the significant investments in new fabs we are seeing in all regions of the world. Our $2 billion semiconductor technology business, which holds leading positions in materials for both wafer production and packaging, is positioned to outgrow the market by 200 basis points to 300 basis points. Likewise, our $1.4 billion water business operates in markets that are expected to grow high single-digits, driven by the global response to concerns such as water scarcity and circularity. The acquisition we're making also increases our exposures in high-growth markets such as EV, which is a market growing at 30% per year. Rogers ' high-performance elastomers, specialty bus bars, and thermal substrates, complement our existing materials, such as gap fillers, adhesives, and Nomex papers. In the new portfolio, the strength in these businesses will accelerate the performance. In 2020, our top line for the core business declined about 5%, which is a solid result compared to our top multi-industrial peers, which were down about 8%. Our new portfolio would have declined less than 3% during the worst of the recession in recent years, a substantial differential versus the peer set. We have taken several actions to drive top quartile EBITDA margins at DuPont. The M&M and Rogers transactions will deliver an additional 140 basis points of margin improvement on a 2021 basis, floating us well above our top multi-industrial peers. The new portfolios, a collection of specialty businesses underpinned by innovation, customer relationships, and manufacturing excellence. The combination that supports robust, sustainable margins. I'm also excited about the consistency these transactions will bring to our results. Strong ties, the secular growth drivers will limit the earnings volatility in the Company throughout the cycle. You can see the earnings volatility of the DuPont portfolio was significant from 2019 to 2020, primarily associated with the M&M segment. The same is true as we look back further where the cyclicality in the portfolio was driven by M&M. Looking forward, our portfolio will have minimal exposure to commodity feedstocks. And as a result, our cyclicality will significantly improve by 700 basis points to be in line with the top peers. In addition to comparing to our top multi-industrial peer set, we also looked at how the new portfolio will benchmark against the entire set of 24 multi-industrial companies. The results are the same. We will benchmark well above the median of the entire multi-industrial group on both growth and margin, and in line on cyclicality. With a more clearly defined portfolio and by improving the topline growth EBITDA margins and cyclicality of the Company to be well above our peer set, I am confident the quality of our businesses will be recognized, which will translate into evaluation comparable to top peers. Getting DuPont to this point has been a multi-year journey with decisive news aligned with our value-creation levers of active portfolio management, a best-in-class operating model, and disciplined capital allocation. Slide 9 shows the actions we have taken to transform the DuPont portfolio to a combination of world-class businesses centered in long-term secular high-growth areas. Our strategy uses intentional and included strategic decisions to shift the Company to higher-growth, higher-margin businesses with less cyclicality, while also pursuing acquisitions to strengthen our leadership position and innovation capabilities in the secular growth areas of electronics, water protection, industrial technologies, and next-generation automotive. Our portfolio transformation started with the identification of non-core businesses, where our innovation, technical expertise, and close customer relationships no longer drove a competitive advantage within the DuPont portfolio. We have been successful at identifying great owners for majority of these businesses and our work continues. We expect to close the sale of the Clean Tech business before the end of the year for around $510 million. Earlier this year, we finalize the separation of the N&B business and an RMT transaction with IFF, creating a powerhouse in the food, beverage, health, and Biosciences markets. Separation of N&B provided a lift to the top line growth and operating EBITDA margins at the DuPont portfolio, as N&B was at the low end of the portfolio on both measures. This was an unmatched opportunity to advance the DuPont strategy, including the receipt of $7.3 billion in tax-free proceeds, which we redeployed to create shareholder value, and position N&B and IFF for future success. Today's announcement of our intent to divest a significant portion of the M&M segment is the next step to advance our transformational strategy by increasing the resiliency and earnings stability of our portfolio. Throughout, we have carefully assessed acquisition targets, which can strengthen our leadership positions in the secular areas of Electronics, Water, Protection, Industrial Technologies, and next-generation automotive. As I have said before, we are strategic in our approach and only pursue targets that can be justified financially and that operate in our existing markets to minimize integration and execution risks. We prefer acquisitions that provide a significant synergy opportunity similar to what we saw with the water acquisitions we completed in late 2019, the Laird acquisition earlier this year, and the intended acquisition of Rogers. We also only pursued targets were innovation and our technical capabilities set us apart, which is the case for both Laird and Rogers. Our transformation strategy has also been underpinned by operational improvements. We have made fundamental changes in the way DuPont is run. We have put full P&L accountability into the businesses by moving oversight of manufacturing, operations, and R&D under our business precedents. We spend approximately 4% of sales on R&D and we no longer operate a central R&D function. Instead, we have empowered our businesses to allocate R&D dollars to the projects that are most critical to their growth, and then hold them accountable for delivering results. The same is true for capital spending, the majority of which has been focused on capacity constrained areas. Throughout our transformation to strengthen our Balance Sheet has been and remains a priority. Following the N&B separation, we delivered our Balance Sheet to maintain a debt to EBITDA ratio and credit rating that provides us flexibility. We also continue to control our costs at both our manufacturing facilities, as well as at our corporate functions. We have been prudent at taking costs out of our G&A line. And today, have a best-in-class cost structure. The work at our manufacturing facilities is ongoing through continuous productivity and asset reliability improvements using new digital tools, which is an integral part of our operating plants today. The combination of focusing the portfolio and operational improvements have been part of our strategy to unlock shareholder value and strengthen the Company. The M&M and Rogers announcements are significant strategic steps in our transformation. I'll move to Slide 10 to provide more details on the Rogers agreement. Our modeling of Rogers is based on our 2022 estimated EBITDA of $270 million, which we are highly confident the business will achieve based on a thorough diligence process, including a detailed review of their projections and assumptions. The purchase price of about $5.2 billion represents a 19x EBITDA multiple based on 2022 estimates before synergies. The multiple is expected to be below 14x after cost synergies. We are highly confident in a synergy number, approximately $115 million and our ability to achieve most of the forecasted synergies by the end of 2023, within 18 months of closing. We expect Rogers to be accretive to top-line growth, operating EBITDA, free cash flow, and adjusted EPS upon closing. We expect sizable revenue synergies from the combination of E&I, Laird and Rogers are consistent with how we justify all deals. We have not assumed any revenue synergies in our modeling. And we expect closing to take approximately six months, putting us in the second quarter of 2022. Because the Rogers transaction will close before we expect the M&M divestiture closed and funding the acquisition, we expect to prioritize pre -payable debt, which can be retired upon receipt of the M&M proceeds to return our leverage to more normal levels. Slide 11 provides more detail on the synergy opportunities. DuPont is in a unique position to extract value from this combination due to the synergy opportunity that comes not only from having one of the largest sub-electronic material businesses in the industry, but also from the acquisition of Laird that we completed a few months ago. We looked across all three organizations to determine where there were synergy opportunities. As is the case in many of our transaction, where we combine businesses, we have complementary product offers in similar segments. We expect significant synergies in procurement spend, as well as G&A cost. Because Rogers as a public Company, we will also realize savings associated [indiscernible] them into our structure. Our anticipated Rogers cost synergies of $115 million combined with the cost synergies and we anticipate from the layered acquisition total approximately 6% of the combined revenue of our Interconnect Solutions business, Laird, and Rogers, which is a very achievable synergy target. As I mentioned, we expect to achieve most of these synergies within 18 months of closing. Turning to slide 12, I'll provide more detail on the business. Rogers Corporation is a $950 million business with broad end market exposure. We expect Rogers top line to grow in the high single-digits, accelerated by leading positions in the rapidly growing categories of electric vehicles and advanced driver assistance systems. The benefits of the planned synergies will deliver uplift to the EBITDA margins across all three businesses. Rogers has two operating segments with leading positions in each. The first segment is advanced Electronics Solutions, which includes the high frequency circuit board laminates business, and the power electronics business. Rogers second segment is the Elastomeric Material Solutions. The high frequency circuit board laminates business complements our existing printed circuit board business within Interconnect Solutions. This is approximately a $300-million business that manufacturers comp or clad laminates for high-frequency circuits using ADAS radars, 4G, 5G base stations and military communications. Also included in the Advanced Electronics Solutions segment is the power electronics business, which includes both ceramic substrates and specialty busbars for high power conversion used in applications such as electric motors for trains, ships, automobiles, and wind turbines. Specialty busbars are used instead of cable harness systems and high-power conversion applications, when highly stable and reliable power conversion is critical. This is about a $250 million business today, but poised for significant growth with exposure to next-generation technologies including powering applications for hybrid and electric vehicles. The second segment is Elastomeric Material Solutions segment, approximately a $400-million business, which manufactures precision phones and silicon materials with high reliability and high purity for cushioning, ceiling, impact protection, and vibration management across the number of growing end markets. This segment also has high exposure to electric vehicles for battery applications. On side 13, you can see the significant offerings in combined entities through the examples of the electric vehicle, 5G infrastructure, consumer electronics, and clean energy. The increased opportunity in electric and autonomous vehicles from the combination of Laird and Rogers adds to DuPont's existing material [indiscernible] into the electric vehicle. In a segment that is growing 30% per year, this is a tremendous opportunity to increase our share of wallet with offerings such as gap fillers, adhesives, and Nomex papers from DuPont, high-performance elastomers, specialty busbars, and thermal substrates from Rogers, and electromagnetic shielding and thermal management solutions from Laird. Likewise, Laird and Rogers expand our offering in consumer electronics, where DuPont is already a leading materials supplier through all 3 businesses within the E&I segment, Semiconductor technologies, Interconnect Solutions, and Industrial Solutions. E&I shielding, thermal interface materials, and multi-functional solutions from Laird, as well as high performance elastomers from Rogers, will make us an even more complete material supplier to leading OEMs. The combined application engineering and design expertise will be unmatched in the industry. We're very excited about the technical skills that will transfer to DuPont through both of these acquisitions, which will enable the businesses to continue working with customers, solve their most critical challenges using our combined portfolio, advanced technologies. A hallmark of all three companies. Customers in these industries demand this level of sophisticated innovation and part nership. You can see how the acquisition of Laird and Rogers supports our strategy to expand our presence in high-growth secular end markets, and creates opportunity for compounding growth across related products and markets. Slide 14 shows the combination of the Laird acquisition and then the Rogers acquisition, is highly complementary and can expand our addressable markets within key electronics segments by 50%. The addition of Laird and Rogers provides an entry way into markets such as clean energy, wireless infrastructure, and defense electronics, where we previously had little exposure, but will now have distinct competitive advantages. We see further opportunities for growth by leveraging the DuPont technologies across these additional electronics markets. The timing could not be better to enter these markets. The world is making significant investments in 5G infrastructure, clean energy, and hybrid and electric vehicles, to name a few. These investments are leading to rapid growth in these areas. Rogers has been making significant investments in these areas and has a rich pipeline of offerings that will support the next-generation technologies. The acquisition creates an exciting opportunity to capture this growth, which we think will be compounded by leverage of the combined E&I, Laird and Rogers platforms. Moving to the intended M&M divestiture on Slide 15. At DuPont, we have a proven history in adapting a best owner mindset for each of our businesses. We constantly scrutinize our portfolio to ensure fit with our business objectives and to create as much long-term value as possible for our shareholders, customers, and employees. By announcing that we have initiated process divest a majority of our M&M segment, we're committing to do just that, finding the right owner for a tremendous asset. The business to be sold predominantly includes the Engineering Polymers and performance resins lines of business. Approximately $700 million of current year revenue, M&M segment is not included in the scope of the divestiture, and includes the automotive adhesives and multi-base businesses, which aligned nicely with our offering for [indiscernible]and industrial technologies. The portfolio to be divested is expected to generate revenue this year of about $4.2 billion and about $1 billion of EBITDA. M&M is an industry leading combination of high-quality businesses with best-in-class technology and application development, deep customer relationships, brands, and manufacturing excellence. The business is well-positioned to capitalize on the continued transition to hybrid and electric vehicles and other emerging megatrends. The business is also poised to outperform peers through the cycle with a lean G&A structure, efficient manufacturing processes, and a reliable supply chain and key raw materials. We expected the divestiture process will move quickly. In fact, we will launch a marketing process in the coming days. We have considered multiple deal structures as part of the strategic review. We believe a transaction that maximizes the net cash proceeds to DuPont will enable us to build on our core areas of strength, like the Laird and Rogers transaction, and create significant value for our shareholders. I look forward to updating you as our process advances. I'll wrap up with a few comments on why I'm excited about their future DuPont on Slide 16. With the completion of the Rogers acquisition and the M&M divestiture, DuPont will be building around our 4 foundational pillars, including electronics, water protection, industrial technologies, and next-generation automotive. Each of these areas is experiencing rapid growth as a result of significant secular tailwinds with long term growth drivers. From high-frequency connectivity in the most advanced technologies, to water scarcity in some of the most remote parts of the world, the technical demands of our customers are high. And we have a unique advanced technologies to partner with them to solve these global challenges. The actions we have already taken along with those we announced today, enabled us to strengthen our leadership position in each of the markets we serve. I am confident this will lead to significant opportunities for employees and unmatched solutions for our customers. We're also creating an opportunity for significant value creation for our shareholders. As I mentioned previously, the combined transaction enhanced our financial profile through higher growth, higher margins, and significantly more stability. We will be positioned to outperform throughout the cycle. These are indicators of a strong, healthy, and vibrant Company, and I'm confident we will benchmark with the best of our multi-industrial peers. Our capital allocation will remain balanced, returning value to our shareholders through a consistent dividend that we expect to grow with earnings and share repurchases, as well as a strong balance sheet, have been and will continue to be priorities for DuPont. We will also continue to invest in our business to grow organically and support their growth through select and targeted M&A. With that, let me turn it to Pat to open the Q&A.
Patrick Fitzgerald:
Thanks Ed. Before we move to the Q&A portion of our call, I would like to remind you that our forward-looking statements apply to both our prepared remarks and the following Q&A. We will allow for one question and one follow-up question per person. Operator, please provide the Q&A instructions.
Operator:
[Operator Instructions] Please stand by while we compile the Q&A roster. Your first question comes from the line of Scott Davis from Melius Research. Your line is now open.
Scott Davis:
Good morning.
Ed Breen:
Good morning.
Scott Davis:
Good morning, Lori and Jon.
Lori Koch:
Good morning.
Scott Davis:
Sounds like you guys have been busy. Kind of asking you a technical question here. I mean, the process that you're going to run on mobility, if it doesn't come out as you like, would you consider spinning the business? Is that one of the options that's in play here?
Ed Breen:
Yeah. We're highly confident of there’ll be a sale here. We already know people are interested in this asset. We've had many calls at even in recent times about the assets. So it's going to sell. We're starting -- literally starting the process in the next few days. And one of the great things about the sale of this, it's really extremely tax-efficient for us, which makes it very attractive. The tax leakage on this deal will be mid-single digits to high-single digits, so it's pretty incredible that we're able to accomplish that. So I'm highly confident it's going to sell. I would say just targeting for your thinking that we close a deal like that around October of next year. By the way, I also am highly confident, which is kind of surprising. It's in everyone's sum of the parts of DuPont, M&M is by far the lowest multiple in the Company. And yet we will sell it for more than the multiple that DuPont trades at today. I would also say if you just benchmark DSMs coming to market, I think a lot of you guys and analysts have it going for at least 11 times. Our asset is a way better asset. It's better on growth. It's better on margins. It's much more global, bigger. And so I don't -- I'm confident it will sell for even more than the Company literally currently trades at now.
Scott Davis:
Good. And then Ed, as a follow-on, can you talk through the synergies with Rogers? Is this standard kind of G&A stuff or is there something kind of more there that you can talk us through?
Ed Breen:
Yes, it's pretty similar to our other deals. And by the way, it's a very achievable number for us. As we said in our prepared remarks, we took ICS, which is one of our division this will be in the E& I segment. We used ICS. We use Laird and the Rogers deal. And adding in the Laird synergies, by the way, it's 6% of revenue. So we're highly confident. We've been scoping this out for a long time. One of the nice things here, I guess I'd say nice is it's a public company. So all those costs go away, which are pretty significant obviously. And that just happens. Then a big chunk of it is G&A and functional costs, streamlining it into our structure. We get some procurement savings also. And then we've got some facility consolidations. We've got sales offices all overlapping each other globally as an example. So we've scoped it out and a lot of detail. Obviously, we'll get more detail once we can sit down even more with the team. And I would also add, we had just closed on the Laird deal July 1, and we had announced $60 million of synergies with Laird. And the team is now at $63 million. And that's literally line-by-line, who's doing it? When are we getting it? What's the payback? So we have line of sight. And hopefully we're being conservative here on the combo at a $115 million of synergies for Rogers.
Operator:
Okay. Your next question comes from the line of Steve Tusa from JPMorgan. Your line is now open.
Steve Tusa :
Hey, guys. Good morning.
Ed Breen:
Good morning.
Steve Tusa :
So just quickly on the results. It sounds like kind of the majority of the 4Q cut is really kind of auto production-related. Then, I have a follow-up on the strategic stuff.
Ed Breen:
Yes. Look, Steve, it's all auto. That's all centered on the semiconductor. We did not see it in the third quarter as you could tell by Laurie's prepared remarks, we had a very robust third quarter still going along, we're seeing a little bit order pattern on the auto end go down, we're just expecting it has to through the rest of the quarter because auto builds are down 17% in the second half of the year. So that's pretty much how we modeled it out and said, we'll probably see it here in the fourth quarter. And look, you all know it's -- consumer demands their -- auto builds are supposed to be up 11% next year, so we should be in good shape in 2022. But I think we'll probably take a little bit of a hit here in the fourth quarter, and that's what we guided to. There's no softness anywhere else in the portfolio. As you can tell, every one of our sub-segments is up nicely except for one. So out of nine segments, 8 of them were up nicely, and the only 1 that wasn't was related to the smartphone market and we knew that. We already had highlighted that to everybody because the demand came earlier in the year of the tee up for the production of the phones, and we knew the second half of the year would be softer and it will be fine again next year. So demand's perfect everywhere else. By the way, our supply issues with force majeures have cleaned up substantially, so we're not dealing with that. We're really dealing with just the semi thing, and of course, everyone's dealing with logistics and shipping and all that.
Steve Tusa :
Right. And then just lastly, I'm looking over the cash you're bringing in or you expect to bring in from these sales. And I mean, it's a pretty big number, well in excess of the $5 billion that you're spending. You still have a couple of billion of cash-generation, some divestitures that are bringing in some cash here in the fourth quarter. I'm getting to pro forma year-end 2022 cash number, that's like -- I don't know $6 billion, $7 billion, something in that range. Is that like -- is that math off? Maybe it's 5, I don't know, but it seems like you guys have like a ridiculous amount of excess cash after the dust settles on all this stuff. Am I off on my math somewhere there?
Lori Koch:
I think the only thing you're off is on the timing of the receipt of the cash from the divestiture. So we ended the third quarter with about $1.7 billion in cash. We generated $600 million and change in free cash flow in the third quarter, and we'll expect a similar posting in the fourth quarter. And we'll also continue to be active in the market with our share repurchases, probably about 500 million incremental in the fourth quarter. That will put you about maybe a just shy of $2 billion at the end of the year. And then, you'll get next year the increment from the launch -- the M&M proceeds from the divestiture and then paying for the Cardinal acquisition. I've already -- we already have the funding in place for that. The one item outside of free cash flow that we will get in the fourth quarter, as Ed had mentioned, is the proceeds from the Clean Tech divestiture. So that should be about $470 million after tax. It will be incremental to the roughly $2 billion that I had previously mentioned for ending the year.
Ed Breen:
So Steve, at the end of the day if you go to the end of 2022, your numbers are clearly in the zip code there. And as we highlighted in our remarks, there are a couple of M&A targets we love. We've been looking at for literally two to three years, and we also are going to stay very balanced with share repurchase,. But we don't need to make any of those decisions now. We won't get the cash for the M&M business until about October first of next year. And we'll see where things are at that point in time.
Operator:
Your next question comes from the line of John Walsh from Credit Suisse. Your line is now open.
John Walsh:
Good morning, everyone.
Ed Breen:
Good morning, John.
John Walsh:
Wanted to know if we can keep that train of thought going. You talked about wanting to maintain a healthy balance sheet. A lot of stuff going on, moving parts, several companies also reporting today. Can you just help us? What's the zip code you think you'll have your net leverage at when you pro forma for all the divestitures and also for the acquisitions? Where do you have it shaken out?
Lori Koch:
Yes. The reasonable target could be around that 2.75 times by the close of the completion of both the divestiture of the M&M business, payment for the acquisition of Rogers, and then ideally another acquisitions post the receiving the proceeds from the M&M transaction, which would have us back to that 2.75 times around mid to end of 2023.
John Walsh:
Got you. Thank you. And then maybe just another question around capacity, just the organizational capacity to continue to do M&A. You talked about a couple of deals, some assets you were excited about. Do you have the bandwidth to kind of do all this at the same time? Or should we think that any kind of larger addition is as you talked about, post the M&M divestiture?
Ed Breen:
Yeah. If there is anything of this size, like a Rogers or something, just to give you a feel, it would be at least around the time or after the proceeds for M&M. So we're going to put this pre -payable debt in place here just in the interim period. We can pay that off when we get the proceeds, as Lori said. And then we will have, as Q - Steve Tusa was alluding to there, some billions of dollars available at that point in time.
Ed Breen:
So we'll really be looking hard. Is it share repurchase? Is there an M&A opportunity in one of the sweet spots for us? And we'll make that decision then. But I wouldn't expect that you would see us do anything before we are close to or around the time getting those proceeds in the fall. By the way, the team is very capable. It's a separate team that's doing a lot of the work on the separation of M&M. we can get a transaction place for M&M in the next 3-to-5-month time frame. They have us a closed deal, but then we can't spend it until we do all the separation work, which is why I say October of 2022 to get all that done where the cars are done, the separations are all done, the tax works all done, where we can separate it.
Ed Breen:
So that team did extremely good at doing it. You've watched us do the RMT and all that. And Jon's team is very far and very quickly into the integration of Laird. And this will just overlay on to that. So I don't see any issues from a bandwidth standpoint of the Company.
Operator:
Your next question comes from the line of Steve Byrne from Bank of America. Your line is now open.
Stephen Byrne :
Yes, thank you. When I look at the Rogers ' products, they're generally derived from either fluorinated polymers or polyurethanes or silicones, and just had a couple of questions on those. On that first bucket, these laminates that are fluorinated polymers, do they source any material that is aqueous and thus could have a PFAS wastewater issue? And then maybe, overall, do you see raw material cost pressures in this basket of products that is consistent with your Interconnect Solutions business or would you say it could be a little more like M&M?
Jon Kemp:
Hey, Steve, this is Jon. Thanks for the question. Rogers, high market-leading, high-frequency laminate. As you alluded to, they do use some floral products, some floral-polymers in order to help achieve some of that performance. It's a world-class supplier. They've got a diversified supply base of blue-chip companies, globally-recognized suppliers of that, who are actively involved in all of the regulatory and other industry activity. They're leading the way on that in terms of how we address some of the floral materials. Our teams have done a detailed diligence on the EH&S, the environmental, the product stewardship components of that. And we're comfortable with what that product line is doing, how it's performing right now, and the supplier base for those materials, as it relates to the inflationary pressures to the raw material, slash pressures. It's very consistent with our electronics business, our E&I business today, in the sense that you don't see a lot of the run-ups that we experience in some of the big commodity moves. These are value-based material and you get some exposure to obviously copper used in laminates and silicone. But not any different than what we have in the rest of the portfolio and it's been -- the team's fairly comfortable with our ability to manage that proactively.
Ed Breen:
Steve [Indiscernible] just that overall for DuPont to your line of question. We've highlighted you that we've had over $400 million of raw material inflation this year. $300 million of the 400 is in the M&M division for the feedstocks there. And that by the way, again, it's a great business, but that's what jerks the results around. Most of our pricing, by the way, was in the M&M division because we needed it to cover the raw material inflation. So if you take the whole rest of the DuPont portfolio, we only had a $100 million raw material inflation. That's a pretty nice place to get to from that angle also.
Stephen Byrne :
Okay. Very good. And, Ed, on the divestiture of the M&M businesses, do you have a level of confidence you can share about getting that 10x multiple, and if you can get it, is it a keeper?
Ed Breen:
No. First of all, I would be very disappointed if we sold M&M for a 10x multiple. By [Indiscernible] is comparing to what I'm using as an 11 multiple. By the way, there has been assets out there, not as good as this one that has sold for 12 and a little above 12 times in the marketplace. We're going to get a good number for this one. I will stress again; I have personally had phone calls from people that have interest in this asset. I think the private equity world is going to be extremely interested in this asset. By the way, I think there is a very interesting opportunity out there because it's publicly noted, DSM is going to market with an assets that would fit beautifully with this [indiscernible] an unbelievable Company. So I think you're going to see a lot of interest around this. And it's going to garner a nice multiple, which by the way back to my point, it's the lowest multiple in some of the parts in our Company. and we'll get more for it than DuPont trades at.
Operator:
Your next question comes from the line of David Begleiter from Deutsche Bank. Your line is now open.
David Begleiter :
Thank you. Good morning. Ed why not spins out E&I and keep M&M and avoid any possible PFAS overhang on the high multiple E&I business?
Ed Breen:
Yes, David. Well, first of all, look, I'm not worried about PFAS. Look, you know I want to get it resolved. I know there's a little bit of a cloud still lingering out there. We will get it resolved. The last announcement we did was a settlement that cost us $12.5 million in the State of Delaware. We're actively working and comfortable we're going to get there and we'll clean that issue up for the Company. That's number 1. Number 2, spinning E&I out, you really got to go through the analysis of what that trades for, and I agree it would trade higher. But what will new DuPont trade at on a bigger EBITDA base with what we put together here. And we're taking up our top-line growth rate. We're taking up our EBITDA margins. We're taking out the cyclicality in the portfolio. There's no way that doesn't benchmark well against some of these premier companies that we've used. So if you get some multiple uplift in DuPont, it negates the multiple uplift from the E&I, which is a smaller EBITDA base. I'd also say I get asked a lot about because I've done a fair amount of RMT stuff. I always getting asked back. There is no partner for E&I. It's the business. There's nothing that matches up in size, even pre the Laird deal, by the way, that makes sense. And it would be pieces of E&I, which could leave just a partial business in DuPont and take the rest of it out. And then by the way, the beauty here, again, remember the tax leakage is literally mid-single digits to high-single digits depending on what price we get for it. That's a rare situation to be in. So it makes a lot of sense for us to do M&M.
David Begleiter :
Got it, makes sense as well. And lastly, what's the -- talking about the growth synergies and the organic growth of the new enhanced E&I business?
Ed Breen:
I'll let Jon cover that. We're excited about it, but let me highlight, we did not put it in our -- in our analysis of the deal. But the combo of the 3
Jon Kemp:
Yeah. David, maybe I'll give you two quick examples here. When you look at it, Rogers really adds complementary materials and components that really build on DuPont's position in the industry today. If you use just an -- if you pull out kind of two specific application areas around 5G in applications, in smartphones, wireless infrastructure, military and defense electronics, and automotive radar system, DuPont 's the leader in flexible laminates and Laird has E&I shielding and the thermal management solutions. Rogers is the market leader in rigid PCB substrates. And so with that enhanced offering, not only can you cross-sell customers and expand your share of wallet with a global customer base, but one of the things we're really excited about and we're already starting to see this with the layered integration process, by the way, is engaging with customers to co-design, and it help address some of their most challenging needs. To give you 1 specific example there, everybody is trying to make electronic devices smaller. And one of the ways you get smaller is you use hybrid rigid flex construction on the circuit board, and now we've got a market-leading flex circuit business, a market-leading rigid business and those complex hybrid rigid flex substrates become a lot easier to work with our customers. and they are already asking for it. If you switch over to the electric vehicle space, we've got quite a bit of content in automotive electronics today. But we really didn't have a lot of exposure prior to Laird or Rogers into things like the automotive -- ADAS systems or the battery. And Laird brought with the EMI shielding with some of the absorbers. A great position in ADAS systems. Rogers built on that with their high-frequency laminates. And then what we're really excited about is the opportunity that they have with the specialty busbars in the specialty foams, performance foams to really address some of the critical needs in the battery packs and power assembly, power electronics part s of the electric vehicles. So you put all that together with our adhesive business, with the rest of our automotive electronics, and we'll really be a preferred partner with both the tier one auto OEMs, as well as the OEMs themselves to design the hybrid and electric vehicles of the future.
Lori Koch:
Yes. And David, I think the chart that Ed was referring to in the backup is the pie chart on our end market exposure. And if you look at that, over half of our portfolio between electronics, next-gen auto, which we define as battery in ADAS applications and water. That portfolio is mid-single-digits and then some from a growth perspective. It's a really nice round out from a pro forma DuPont perspective.
Operator:
Your next question comes from the line of Vincent Andrews from Morgan Stanley. Your line is now open.
Vincent Andrews :
Thank you. And good morning, everyone.
Ed Breen:
Good morning, Vincent.
Vincent Andrews :
Ed, could you talk a little bit more about the tax strategy on M&M, and I guess what I'm asking is, sort of, what are the mechanisms that limit the tax leakage? And is this an opportunity for tax savings that you can only really harvest these of the sale of the asset or are these tax opportunities that would accrue to the overall DuPont enterprise in the absence of an M&M sale, but might have taken more time to realize over any number of years?
Ed Breen:
Yeah, Vincent, I will let Lori comment. Lori why don't you hop in on it?
Lori Koch:
Yes. Vincent, it really comes from going back to the Dow-DuPont transaction. And we were able to step up the basis of the Heritage DuPont assets of which are all going as part of the M&M transaction. So all those businesses, they're in perimeter for M&M or from Heritage DuPont. And therefore, have the benefit of the stepped-up basis from Dow-DuPont transaction.
Vincent Andrews :
Okay. And just as a follow-up, when you think about M&M -- obviously, the fourth quarter is going to see some issue with the chip issue in auto builds. How confident are you that that trues up in 4Q versus potentially lingers into 1Q or the first half of next year? And maybe you could give us an assessment of what you think auto builds are going to look like into 2022. And that'll be helpful. Thank you.
Lori Koch:
Yes. The current estimates as you head into 2022, it's really just shifting out. And so the IHS is estimating 11% growth in auto builds next year. And that still doesn't get you back to where we were pre -trade war, pre -pandemic at an $88 million or $89 million auto build number. So we're confident that growth is just getting pushed out. The demand is definitely there. You couldn't get a car now if you tried and so I think there's definitely still a lot of pent-up demand for us to serve. So we have confidence, it's really just a timing issue. It's not a share issue. It's not an underlying issue from a consumer perspective. It's really just when they're able to -- auto makers are able to get the chips to complete the production of the cars.
Ed Breen:
Yeah, and by the way, just on the M&M front going into next year, we've continued during the fourth quarter and implement some price increase actions to make sure we keep covering the raw materials. So I think 2022 will be -- it has to be a solid year for the business.
Operator:
Your next question comes from the line of John McNulty from BMO Capital Markets. Your line is now open.
John Mc Nulty:
So on the acquisition, can you speak to the competitive landscape in terms of the businesses and how the growth rate for the business has been over the last, say, three to five years versus the broader market? Has it outpaced it? Are you gaining share in that area? Can you give us a little bit of color on that?
Jon Kemp:
Yes. Sure, John. When you look at it, it's really different based on the individual product lines and the different divisions of the business. When you look at the high-frequency laminates business, the primary competitors there are companies like Asahi Glass, AGC, who did a couple of acquisitions in the last couple of years to build up their portfolio in that space. You've got some -- Panasonic is there. So primarily Japan-based competitors. And then you've got some local folks in China who are doing some of that as well, largely because of some of the geopolitical situation. All of that is outside and we're that's in the rear-view mirror now. And the Company is really well-positioned in continuing to grow that. On the ceramic busbars and ceramic substrates and specialty busbars, that's a pretty fragmented business. You've got companies out there like Denka, Serotec, Heraeus, and multiple others. It's a fairly fragmented landscape. What differentiates this technology is really the quality of the ceramic thermal substrates and the synergy that's created with silicon carbide power module, especially for electric vehicles. And so when you combine that with the -- similarly with the specialty busbars, that's going to replace things like the wire harness that's in a power system, as Ed alluded to in his prepared remarks; the quality there is really what allows the step up in the growth acceleration really driven by electric vehicles. On the elastomer side, it's Company like Saint - Goban, who are really – Woodbridge [indiscernible] Danco, are kind of a few names there across the board, each of these three businesses, Rogers, it has a leading market share. They're among the leaders. They're winning in the market. They've got a great pipeline of opportunities, especially on the automotive, the advanced mobility side with EV and ADAS. They're working with all the power electronic OEMs. And a lot of those are, by the way, are E&I customers as well. So we'll have great relationships across the industry to be able to deliver some of those growth synergies in the upside on a historical growth rate. They've been growing mid-single-digits. And with the step-up from automotive opportunities and electric vehicles, which are markets that are growing anywhere for mid-teens in ADAS systems to 30% on the EV side, they'll see a nice growth acceleration as those start to scale over the next few years.
Ed Breen:
John, they have very nice wins. We did a lot as we've been hearing it in the marketplace, and obviously, studying them for a few years, but we've done a lot of due diligence around the pipeline and the wins, and they're very well positioned as Jon said on ADAS, EV with wins and a lot of design opportunities that they are working on. So we feel very good about a high-single-digit growth rate going forward for the business.
John Mc Nulty:
Got it. Hugely, hugely helpful. And then just as a follow-up on the mobility asset sale or divestiture, however, end up going, can you speak to how we should think about any stranded costs, how quickly you may be able to exit those, if there's much in the way of anything that would be left anyway?
Lori Koch:
We're very good at getting at stranded costs quickly. So if there is any to be had, we'll get at it. We'll look at the transaction holistically. So you'll have the M&M portfolio going out, Rogers coming in and then another transaction coming in sometime later fall once we have line of sight for the proceeds from the M&M divestitures. So we benchmark best-in-class from a G&A perspective. We'll continue to benchmark best-in-class, post the transaction.
Operator:
Your next question comes from the line of Chris Parkinson from Mizuho. Your line is now open.
Chris Parkinson:
Great. Thank you very much. Just regarding Slide 11, you do have a history of exceeding expectations on cost synergies. And clearly, you're already embracing the potential for revenue synergies as well. So just taking that 14 times post-synergy multiple and integrating how you're assessing the long-term aggregate synergy potential based on your various buckets, can you just discuss the potential to further reduce the price paid and what the investment community should be monitoring during the first, let’s say, 18 months, just given your progress, which you've just highlighted on Laird? Thank you.
Ed Breen:
Look, when we talked about rep cost synergies, hopefully we're being conservative, and we can beat those numbers as we are already are on layered by the way. So we'll keep updating you as the year goes on. By the way, the multiple is actually, I hate to get right too adjustable, but it's 13.6 times, and if we find additional synergies, we reduced it from there, and we'll just keep updating. And now that we can sit down and actually with the teams in more detail, that's usually when we can really sharpen the pencil and really look at what else we can do. And we'll be doing that over the next few months. So highly confident, we'll get that amount, and we'll -- yes, we've always been in the past, let me just say that.
Chris Parkinson:
Understood. And just as a quick follow-up, just shifting to the macro, your team has done a fairly good job just driving pricing, controlling the raw materials as you highlighted, at least $100 million x M&M, but also [indiscernible] logistics headwinds. Based on what you're seeing right here, right now, as we're already in the fourth quarter, just what should we think about the pricing algorithm versus rows, as well as transportation logistics heading into '22, '23. Is there any expectation if we do in fact received release, you will get a structural margin uplift in certain businesses? Thank you.
Ed Breen:
Well, most of that would being in the M&M business. So you try to hold price as long as you can, when [indiscernible] come down. So you might get some benefit there. But I would say over a more intermediate time, they attract each other. You wouldn't have a margin problem. If [indiscernible] did comes down significant, you could give up some price. But you hold it as long as you could. By the way, the logistics issues, I don't think are getting any better out there. All the [Indiscernible] did get better as we said. So the raw material supplies into M&M has substantially improved, which is great. And we're able to catch up a little bit last quarter with our customers and orders we couldn't ship in the first and second quarter, but we're looking right now at additional surcharges on freight, because that has continued to go up, especially ocean freight and all that. So I don't think -- we're probably will [Indiscernible] do some here. We're actually have a meeting in the next couple of days where we are going to do a surcharge instead of a price increase on the actual product itself. So people know, look, we're just testing us [Indiscernible] all because of the freight increases. So we want to be positioned well going into 2022.
Operator:
Your next question comes from the line of John Roberts from UBS. Your line is now open.
John Roberts:
Thank you. I have two questions. Your 2022 Rogers EBITDA estimate is 10% above consensus. Is there any significant new product or development that you uncovered in your due diligence?
Lori Koch:
Yes. So we estimated 270 for next year, so the largest incremental growth really is just coming from the top line. So you've got the benefit from -- they had made a small acquisition of silicone engineering that they just announced recently. So you have the benefit of that, as well as about mid-teens growth from an organic perspective, really coming from the strength in the pipeline that Jon had highlighted earlier. So about 30% of their revenue is in advanced mobility, which is ADAS, which is growing kind of in the mid-teens, and then battery which gets upwards of 20% plus. And then, finally, they did have a fire at one of their facilities in Asia, so we're expecting a recovery there, incremental 2022 over 2021. Those are really the key drivers of the top line that are dropping to the bottom line and giving us that confidence that we'll get to 270 next year.
John Roberts:
And then don't take this the wrong way, Ed. But this seems to set up an endgame for DuPont and you step back once from the CEO role, do these transactions focused DuPont enough that you might consider stepping back again?
Ed Breen:
No.
John Roberts:
Thanks.
Operator:
Your next question comes from the line of PJ Juvekar from Citi. Your line is now open.
Pj Juvekar:
Yes. Hi, good morning, Ed and Lori.
Ed Breen:
Good morning.
Lori Koch:
Good morning.
Pj Juvekar:
Yeah, wondering if you can talk about your volume growth in China and wondering if you've seen any weakness related to housing and construction activities as we've been reading some headlines here, can you just talk about the big picture there?
Lori Koch:
Yeah. So really the only pull back that we potentially will see in China in the fourth quarter. So in the third quarter, our organic growth in China was about 11%. That put us in the low 20% year-to-date. And in the fourth quarter right now, we're expecting high single-digit growth in China organically. So the sequential deceleration is really just a reflection of the semiconductor shortage that we had highlighted earlier impacting primarily our auto sales less so our electronics sales. And then that timing shifts that we've been highlighting around the timing of the smartphone deliveries that favors the first half. So I would say no overall structural change. Our expectations of being up organically 7% in the fourth quarter is ahead of where GDP is expected to be right now for China as well. So we'll continue to outpace.
Ed Breen:
Yes and our exposure in the housing commercial sector in China is minimal. That's a bigger business for us on the residential side in North America. So really no impact there.
Pj Juvekar:
Okay. Thank you. And then clearly Rogers sees a high-growth Company in areas such as EVs and wireless infrastructure. And I know you're frustrated with your own multiple, I can hear that in your voice. But maybe you can talk about your thoughts on how did you triangulate on the multiple of 19 times 2022 EBITDA for Rogers. And just your overall thoughts there. Thank you.
Ed Breen:
Yes. Sure. So look, the 19 times I would never do a standalone in 19 times. I can tell you that. But we comfortably have it down to 13.6 times with the synergies. We know we can get it, as I said a minute ago, hopefully, we can get some upside to that. So I feel very comfortable buying. This is a very high-quality Company. And one of the things, Jon and I, and Lori, we love about it, is really it's high in technology expertise. They're scientists. The products they developed are on the cutting edge. It's exactly what DuPont does. So the barriers around that we like and it's always -- it's to our existing end customers and it also expand some markets where we think we can leverage our products, as Jon said, into these other markets. So it's a very high-quality asset. Again, we've watched it for years and seriously for 3 years. And the beauty about the 13.6 times, we feel like they -- with the funnel they have there on the cost of some real secular growth areas that we're getting in on a burly with them. By the way, we feel like we did that with Laird, and we're already seeing it in the performance of Laird there. Nicely outperforming what we said we would do. So we have literally bought Laird now. If you just use the numbers they're running at this year, we bought Laird 10 times. I think when we announced it, we said it was 11 times. and the performance we're going to end the year out on layered is already brought that down to 10 times. Again, on very high-quality asset, we got at a great price. We think we're right at that point with Rogers, with the secular growth there. ADAS is growing 15%, EV's are growing 30%, just to name the auto industry and Rogers is very well-positioned there and these things are just beginning to really ramp.
Operator:
Your next question comes from the line of Alex Yefremov from KeyBanc. Your line is now open.
Alex Yefremov:
Thank you. Good morning, everyone. Ed and Lori, I would agree that end markets are very attractive for Rogers and the products look strong, but margins are lower than DuPont's legacy electronics business. In your due diligence, how did you think about that in terms of maybe technological differentiation, barriers to entry, or opportunities for improvement?
Jon Kemp:
Yeah, Alex. So I'll go ahead and take that one. You got kind of -- the way to think about it is you got 2/3 of the portfolio with established products that have very attractive margin profiles that closely match the types of things that we have in the rest of the portfolio. And then you've got kind of 1/3 that is in that power electronics space. That is really just starting to scale up based on the EV s. it's great technology with a differentiated position, it has a slightly smaller margin profile today as the volumes are starting to scale up for those applications. As we add the volume in, the margins drift up nicely and then you layer synergies on top of that and you'll have a really solid, very attractive margin profile for the overall business.
Alex Yefremov:
Thank you, and a quick follow-up on supply constraints and the ability to supply for raw materials, if 100% that's completely normal supply and maybe 0% that's the worst point of the shortage, where do you think you would be in fourth quarter and first half of '22?
Lori Koch:
The raw material constraints have really basically alleviated. So compared to where we were in the first half with a freeze in Texas we're light years beyond that. So everything is generally back to normal with respect to raw material supply. What we're facing right now is really just the semiconductor shortage impacting the OEMs that are pushing lower demand back to us. And so once we can resolve the semiconductor shortage challenge probably in some time into mid next year, and you'll get back to more normal environment. So it's really not raw. It's really just the semi shortage.
Operator:
Your next question comes from the line of Mike Sesan from Wells Fargo. Your line is now open.
Mike Sesan:
Hey, good morning. Nice transaction -- a couple of transactions, I guess. It might be a little bit early, but when I think about 23 EBITDA, you take what you're going to do this year in 21 minus the billing for M&M, plus Rogers, plus Synergy, and I assume we get pretty good growth right? Over the next couple of years. Is kind of the base-case for '23 to look like '21, if not a lot higher -- well, maybe not a lot higher, but certainly there's a possibility of '23 EBITDA could be higher than '21?
Ed Breen:
Yeah, I don't want to answer something out of '23. But look, I think we've teed up a portfolio. As we said, it's going to be higher growth and then very little volatility in itself. [Indiscernible] dependent, if we do another acquisition or we do more share repurchase. It depends on that also because I think it's back to Q - Steve Tusa 's comments. There are some billions of dollars sitting here at the end of 2022. So depends how we redeploy that to create shareholder value also. So there's still some big moving pieces, but again, we expect nice growth in '22 in the core new portfolio. And we expect nice growth in 2023. As Lori has mentioned, 40% of the portfolio was clearly nicely growing way nicer than GDP because they are in the secular growth areas, take our water business, you take pretty much the whole E&I sector into account there. Just the name [indiscernible] and with the Laird now in there and the Rogers in there you get a nice part of our portfolio growing at a nice clip.
Mike Sesan:
And as a quick follow-up. I understand the potential to be compared to the multi-industrial folks Portfolio is going be a little more simplistic to major businesses. But DuPont tends to be put into chemical indexes for the major funds. So with these transactions item move from SIC code or something like that to an industrial code where I think you could get a little bit more attention for the comps that you want to be compared to?
Ed Breen:
Well, first of all, the comps, by the way, they really are good comps because if you take the broad bucket of multi - industrials, the end markets we're in are all the key end markets, a lot of the other multi-industrial. And so we're not drifting off from something else here that's different. In fact, I would say the one thing that was different actually from the compared group was more M&M. That was probably most people would lean more towards the chemical industry and not the multi-industrial. But the portfolio now lines up end market very, very well. Look, we'll work that issue on the multi-industrial over time. We are putting an action plan together on it. We need our investors to focus on that. We need to talk to the right people at the right funds within the big companies that invest in us and we'll work that issue. But I think over time, we will get compared, I mean, we benchmark really nice against that group.
Operator:
Your final question comes from the line of Arun Viswanathan from RBC Capital Markets. Your line is now open.
Arun Viswanathan:
Great, thanks for taking my question. I guess two questions. So first off, on the Q2, '22 expected close, is that a little bit later than you expects? Are there any regulatory issues that you expect to this process and similarly, for October '22 for the divestiture, that also seems like a ways away. Are you just building in some extra cushion there?
Ed Breen:
No, the 2020 -- The closing the Rogers deal, I don't see any issues. We've obviously studied the antitrust extremely deeply. So I don't see any issues there. Could that close a little bit sooner? It could. But we're just targeting the second quarter to be safe; could be a little faster. I don't think M&M will be faster than October 1, because the long pole in the tent is more the work we have to do internally at DuPont to separate it. So we'll announce a sale to somebody way sooner than October 1, but we won't be able to actually separate it out of the Company until that point in time.
Arun Viswanathan:
Okay, thanks. And as a follow up, you've clearly been on a path to move towards higher growth, higher margin businesses in the hopes of getting some multiple uplift. What can you do to accelerate that if that's not shown in the market? Will you continue to march down this path of separation and streamlining? Is there -- looks like there's more announcements coming, maybe potentially in water. Is that the next area of growth that we should think about?
Ed Breen:
Well, by the way, we're down to the [indiscernible] five platforms that we mentioned. So if it could come really in any of those [indiscernible we would love to have [Indiscernible] in the water space. We love it. It's high [Indiscernible] growth rate. I think it's a sector [Indiscernible] go on for many, many years. And it's a global issue, which we can help solve for people. So we do like that space. Look, let's see how this year goes, I'm highly confident people will recognize what's in this portfolio, I will also add, I think, which would be very helpful for everybody. We started doing the teachings. Jon did one on Semiconductor a month or so ago. We have one coming up here shortly and we're going to walk you through every key piece of the portfolio and I think going really highlight the value of our -- internally, I'll use two companies we have, Vespel and Kalrez, and I don't think anyone has a clue what those businesses are like and how awesome they are, and how good in the growth trends in those businesses is. So just the name too that we didn't talk about today. So I think the teach-ins will be very, very powerful and people will see what we have, and the value in the technology that we have in the Company. And I think that's going to be helpful also.
Patrick Fitzgerald:
Thanks, Ed. Thanks everyone for joining our call. For your reference, the copy of our transcript will be posted on DuPont's website. This concludes our call.
Operator:
Good day and thank you for standing by. Welcome to DuPont Second Quarter 2021 Earnings Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during the session you will need to [Operator instructions]. Please be advised that today's conference is being recorded. If you require any further assistance, please [Operator instructions]. I would now like to hand the conference over to your first speaker today, Leland Weaver, Vice President of Investor Relations. You may begin.
Leland Weaver:
Good morning, everyone. Thank you for joining us for DuPont's Second Quarter 2021 Earnings conference call. We are making this call available to investors and media via webcast. We have prepared slides to supplement our comments during this conference call. These slides are posted on the Investor Relations section of DuPont's website, and through the link for our webcast. Joining me on the call today are Ed Breen, Chief Executive Officer, Lori Koch, our Chief Financial Officer, and Jon Kemp, President of our Electronics and Industrial segment. Please read the forward-looking statement disclaimer contained in the slides. During our call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risk and uncertainty, our actual performance and result may differ materially from our forward-looking statements. Our 2020 Form 10-K, as updated by our current and periodic reports, includes a detailed discussion of principal risks and uncertainties which may cause such differences. Unless otherwise specified, all historical financial measures presented today exclude significant items. We will also refer to other non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure is included in our press release and posted to the investor page of our website. I'll now turn the call over to Ed.
Ed Breen:
Thanks, Leland. Good morning everyone. And thank you for joining us. I will provide comments on another overall strong quarter, including continued advancement of our strategic priorities as a premier multi-industrial company aimed at growth and creating value for our shareholders. But first, let me acknowledge the continued determination of our teams as we navigate through unprecedented circumstances of the pandemic. As a result of the principles and protocols that we adopted over the last year, we continue to operate safely and productively on-site and remotely. We have encouraged all employees to get vaccinated. And where possible, we are working with local governments to facilitate access, including on-site vaccinations at some locations. Our Wilmington-based office locations are fully reopened. And I have to say it is great to be back in the office with our teams. Starting on Slide 2 in line with our philosophy that consistent operating performance is a key factor in creating Shareholder value, I am pleased to note that this morning we announced another strong quarter with financial results above expectations. Lori will take you through the specifics. But in summary, broad-based organic growth was driven by continued strength in our key end markets, including ongoing recovery in those most impacted by the pandemic. Despite a challenging production environment with escalating raw material costs and continued supply chain and logistics constraints, strong operating discipline and quick pricing actions resulted in about 460 basis points of margin expansion versus the year-ago period. With strong order trends continuing and confidence in our team's ability to continue to navigate through raw material and supply chain challenges, we are raising our full-year guidance for net sales, operating EBITDA, and adjusted EPS. I will provide more details on our updated guidance shortly. In addition to our financial results, we continue to execute on our balanced approach to capital allocation during the quarter. In May we further de-levered our balance sheet by redeeming 2 billion of bonds, thereby reducing our gross financial debt to 10.6 billion at the end of the quarter. Since the end of last year, we have paid down a total of 5 billion of debt and do not have another debt maturity until the fourth quarter of 2023, which further solidifies our sound liquidity position. We also returned approximately 800 million of capital to shareholders during the second quarter through share repurchases and dividends. During the second quarter, we purchased a total of 640 million in shares, which includes completion of our previous share repurchase program and the start of repurchases under our new authorization, announced last quarter, which expires on June 30, 2022. Through the first six months of the year, we repurchased approximately 1.1 billion in shares, and plan to be opportunistic with our remaining authorization as we move throughout the year. And in July, we repurchased an additional 125 million of shares. With respect to dividends, we returned about 160 million of cash to shareholders during the quarter. As we previously mentioned, we intend to work with the Board to increase our dividend annually as we grow earnings. Before I close, I'm pleased to note that in late June, we closed on the previously announced divestiture of our Solamet business for approximately $190 million. And on July 1, we completed the acquisition of Laird Performance Materials, utilizing cash on hand. The Laird acquisition advances DuPont's strategy of growing as a global innovation leader and strengthens our leadership position in advanced electronic materials. Joining us today is the president of our global E&I segment, Jon Kemp. I am excited to have Jon on the call today. And I will now turn it over to him to provide further detail on how this acquisition complements our Interconnect Solutions business within E&I.
Jon Kemp:
Thanks, Ed. It's a pleasure to be on today's call and to share more information about the acquisition of Laird Performance Materials. It's an exciting transaction for DuPont that significantly advances our position in the electronics industry and accelerates the transformation of our Interconnect Solutions business into a Total Solutions provider. We've been following Laird for several years, and have admired their capabilities as a leading provider of electromagnetic shielding and thermal management solutions, and are excited to have added their capabilities and history of growth to our portfolio. As a reminder, Laird delivered 465 million of revenue with approximately 30% EBITDA margin in 2020. E&I and Laird are both recognized for innovation, quality, and reliability and have a strong relationship across the electronics industry. This combination brings together DuPont's premier applied material science expertise with Laird to industry-leading application engineering capabilities. It also adds more content on many of the devices that we're already in. We have already begun the process of integrating Laird into our existing Interconnect Solutions business, providing opportunities to further optimize business structure, functional support, and our global site network. We expect 60 million in run-rate cost synergies by the end of year 3 with approximately 60% realized in the first 18 months. We expect to achieve cost synergies through a mix of G&A, procurement, and site consolidation initiative. On the next slide, I'll share some of the key benefits of this transaction and describe how the combination enhances DuPont's position as a leading electronic materials provider. The acquisition of Laird expands our position as an essential partner of choice for major OEMs. Laird serves a broad set of overlapping and complementary end-market across consumer electronics, telecommunications, automotive, and other industrials, with a similar geographic representation to the rest of the Interconnect Solutions business with a particularly strong presence in Asia. The 2nd way it enhances our position is through innovation. This acquisition strategically aligns us to critical needs across thermal management, signal integrity, power management, miniaturization, and high reliability and it enables us to have early engagement with OEMs in both system design and material specification creating both greater product differentiation and higher margins. The next benefit of the acquisition is that it broadens our portfolio of solutions. With Laird's unique multifunctional capabilities, we will leverage an expanded customer base, broad product portfolio, global scale, and deep technical expertise to increase speed-to-market, create new efficiencies in the development of integrated and multifunctional solutions, and provide high-value next-generation products that will deliver additional growth in the next several years. We believe customers will see immediate benefits as a combined E&I organization engages across value chains to address the increasingly complex challenges in the industry. Our combined organization will advance our leadership to help customers accelerate solutions necessary for the adoption of high-performance computing, artificial intelligence, 5G communications, smart and autonomous vehicles, and the Internet of Things. We will be well-positioned to capture growth in these key secular growth areas. In addition, we expect revenue synergies from cross-selling into complementary accounts and channel, new and faster product development for a multifunctional solution, and deeper design and co-development partnerships with OEM. With that, I'll turn it over to Lori to provide details on our second-quarter financial performance.
Lori Koch:
Thanks, Jon. And good morning, everyone. I'll cover our second-quarter financial performance beginning on Slide 5. Our results for the quarter reflect the diversity and strength of our portfolio. And our team's continued ability to execute in the face of escalating raw material costs and global supply chain and logistics headwinds. Net sales of 4.1 billion were up 26% versus the second quarter of 2020, up 23% on an organic basis. The organic sales growth resulted from a 20% increase in volumes and a 3% increase in price. Currency provided a 4% tailwind in the quarter, which was slightly offset by a 1% headwind as a result of non-core business divestitures in the prior year. Overall sales growth was broad-based with double-digit growth on an organic basis in all three reporting segments and across all regions. The most notable increase versus the year-ago period is in our M&M segment, reflecting the sizable change in the global automotive market versus the prior year and disciplined pricing actions. I will provide additional color on our segment top-line results on the next slide. From an earnings perspective, we delivered operating EBITDA of 1.06 billion and adjusted EPS of $1.06 per share, up 53% and about 240%, respectively, versus the year-ago period. The earnings improvement resulted from volume gain, most notably reflecting ongoing recovery in key end-markets adversely impacted by the pandemic, and the absence of approximately 150 million in charges associated with temporary, idling, certain facilities, partially offset by the absence of a $64 million gain associated with a joint venture that had since been divested. Strong operating EBITDA leverage drove operating EBITDA margin expansion of 460 basis points. Incremental margins for the quarter were about 43%. Given the unique nature of 2020 and the discrete items that impacted our operating results in the prior year, it's important to evaluate our year-over-year operating performance for our core results on an underlying basis. Specifically, operating EBITDA for our core results during the quarter was up about 40%, versus last year after excluding the impact of the 150 million in idle [mills] (ph) incurred in the prior year, with about 240 basis points of margin expansion, and operating leverage of 1.5 times. Similarly, I continue to track our growth versus 2019, given the significant impact the pandemic had in key end markets last year. In comparing our current second-quarter results to a more normalized performance before the pandemic all reported sales in the quarter were up 6% versus the second quarter of 2019, and up 10% versus that same period for our core sales. Operating EBITDA for our core results during the quarter was up 15% versus the second quarter of 2019 or 1.5 times leverage. From a segment perspective, E&I delivered operating EBITDA margin of 32% with 190 basis points of expansion driven by broad-based volume gains. M&M delivered significant operating EBITDA improvement driven by an overall recovery and automotive market. And the absence of approximately 130 million in charges associated with temporarily idling polymer capacity in the year-ago period. Operating EBITDA margin for the quarter was 23%, reflecting volume growth and net pricing gains resulting from actions taken ahead of escalating raw material costs. In W&P, operating EBITDA increased 4% versus the year-ago period. Operating EBITDA margin and leverage were adversely impacted, primarily by 2 key drivers. First, given contractual commitments with customers, local selling price increases lagged a headwind from raw materials and supply chain cost escalation. We expect this to resolve in the second half as price increases start to kick in. Second, production volumes for Tyvek protective garments were at peak levels in the year-ago period, given the Company's response to the pandemic. This enabled us to minimize manufacturing changeover to other Tyvek grades resulting in an overall increase in production rates. As Tyvek's output shifted from protective garments to multiple other applications, the resulting increase in expected changeovers in the current quarter decreased production rates leading to lower volume. For the quarter, cash flow from operating activities and free-cash-flow were 440 million and 224 million respectively. While these amounts have improved since the first quarter, cash flow and conversion are not where we need them to be. The headwinds we faced are related to increased working capital levels, and capital spending, and access to D&A as we advance critical capacity expansion projects. With respect to working capital, we saw an increase in inventories due to our efforts to create a more stable supply chain for our customers, given the strong demand environment and numerous raw material and logistics constraints. In the second half of the year, we expect higher cash flow and conversion rates as the global supply chain and logistic environment stabilizes. Slide 6 provides more detail on the year-over-year changes in net sales for the quarter. Starting with E&I, organic sales were up 17% on 17% volume growth with double-digit volume growth increases in all regions. Volume gains were led by mid-20s percent growth in Industrial Solutions reflecting broad-based demand strength across most product lines, but most notably for OLED displays for new phones and television launches, medical silicones in healthcare, and Kalrez seals within electronics. Interconnect Solutions also delivered organic growth of over 20% with high teens volume growth. The volume growth was driven by higher material content in premium next-generation smartphones, partially resulting from timing shifts as select OEM demand shifted from the second half this year along with some share gains for the printed circuit board. Semiconductor technologies continued to benefit from strong electronic demand and advancements in key growth areas such as 5G, high-performance computing, and electric vehicles. During the quarter, new technology ramps and advanced nodes within logic and boundary and higher demand for memory and servers and data centers drove double-digit volume growth. The continued recovery of key end markets within W&P drove organic growth of 11% driven by volume increases. Sales gains were led by a recovery in construction with Shelter Solutions reporting organic Sales growth of more than 30%, which reflects continued strength in North American residential construction for products like styrofoam and Tyvek house wrap, and in retail channels for do-it-yourself applications. Commercial construction recorded higher sales in the quarter for Corian surfaces as global demand continues to improve. Within Safety Solutions, organic sales were up high single-digits reflecting strong volume improvement for aramid fibers and industrial, oil and gas, and automotive end market. As previously noted, lower production volumes for Tyvek reduced overall safety volume. In Water Solutions. Broad-based demand for wire technologies remains strong. However, logistics challenges, primarily in our ultrafiltration business, impacted our ability to supply, resulting in a low single-digit volume decline versus the year-ago period. We expect organic sales growth for the year for Water Solutions to be in the mid to high single-digits. The most notable increase in topline improvement within our M&M segment which had organic sales growth of over 50%. The improvement was driven by the continuing recovery of the global automotive market, which represents about 60% of the segment from an end-market perspective and helps deliver strong volume growth across all 3 lines of business. Local pricing gains of 13% also contributed to organic sales growth, reflecting our actions taken to offset raw material costs and higher metals pricing in the advanced solutions business. Excluding metals pricing, the local price was up about 8%. within Engineering Polymers, global supply constraints of key raw materials continue to improve but are expected to remain tight through the end of the year. We continue to expect to recover lost volume related to these disruptions as the raw material constraints are alleviated. Turning to Slide 7, I mentioned earlier that adjusted EPS of $1.06 per share was up over 240% from $0.31 per share in the year-ago period. Higher segment earnings resulted in a Net benefit totaling over $0.40. This Net benefit resulted mainly from higher volumes and the absence of vital records in the prior year. Offset slightly by portfolio changes, which includes the absence of a gain recorded in the prior-year incorporate. Also providing a significant benefit to adjusted EPS, versus last year, was an approximate $0.30 per share benefit, due to a lower share count. The benefit from lower interest expense in the current quarter, as a result of our recent delivering actions, was mostly offset by a higher base tax rate compared to last year. Our base tax rate for the quarter of 19.8% was higher than the year-ago period, due to the absence of certain discrete gains benefiting the prior-year rate. For the full year 2021, we currently expect our base tax rate to be closer to the lower end, our expected range of 21 to 22%. With that, I'll now turn it back over to Ed.
Ed Breen:
Thanks, Lori. Let me discuss our financial outlook on Slide 8, which includes our view of the third quarter and full-year 2021. We are raising our full-year guidance range for net sales, operating EBITDA, and adjusted EPS. Along with the underlying improvements that we are expecting compared to our previous estimates, our revised guide also reflects the acquisition of Laird and the divestiture of the Solamet business. In addition, this morning we announced the change in how we will treat intangible amortization expense, beginning in the third quarter for purposes of determining adjusted EPS. at the midpoint this range provided, we now expect net sales for the year to be about 16.5 billion and operating EBITDA to be about 4.235 billion. Also, we now expect adjusted EPS to be $4.27 per share at the midpoint of the range provided. This reflects about $0.23 underlying rates to our original estimate, a $0.10 benefit from the Portfolio changes, and a $0.27 full-year benefit related to the amortization reporting change. For the third quarter of 2021, we expect net sales to be about 4.2 billion, operating EBITDA to be about 1.07 billion, and adjusted EPS to be about $1.12 per share. All at the midpoints for the ranges provided. Before opening up for Q&A, I'd like to provide some highlights on our commitment to ESG, and what we're doing to sustainably grow and operate our businesses for the long term. In June, we published our 2021 sustainability report, which reflects our first full-year progress against the 2030 goals that we set in 2019. Our report highlights more than 50 examples of how our teams are addressing the environmental and social needs of our customers and communities. Some of the highlights from this report are reflected in Slide 9. ESG was fundamental to our core long-term strategy, which is why the Board of Directors and I made the decision to incorporate the progress on our sustainability goals into our incentive compensation program beginning this year. As an innovation leader, we believe our biggest lever to effect economic, environmental, and social progress is through working directly with our customers. Today, our R&D investment is focused on the intersection of key market trends and the needs of sustainable development. One example of how we're doing this is in the area of addressing the global need for clean water. Our Water Solutions business recently launched its B-Free technology. This pre-treatment solution enables a significant improvement in the reliability of reverse osmosis desalination plants. Another example is advanced mobility. The broad adoption of electric vehicles is fundamental in addressing climate change. Through leveraging our broad portfolio of expertise and battery assembly and thermal management for electric vehicles, our DuPont M&M team collaborated with General Motors to develop an advanced adhesive solution for use in electric vehicles. In June, as a result of our close collaboration, GM recognized the DuPont team with a GM Supplier of the Year award. The power of customer partnerships to drive sustainability is a key element to our long-term growth strategy. And I am confident that we will continue to deliver these types of wins in the future. With that, let me turn it to Leland to open the Q&A.
Leland Weaver:
Thank you, Ed. Before we move to the Q&A portion of our call, I would like to remind you that our forward-looking statements apply to both our prepared remarks and the following Q&A. We will allow for 1 question and 1 follow-up question per person. Operator, please provide the Q&A instructions.
Operator:
Again then I have a reminder to ask the question again. You will need to [Operator Intructions]. Please stand by while we compile the Q&A roster.
Leland Weaver:
Operator, do we have any questions?
Operator:
The first question comes from the line of John Walsh with Credit Suisse. Your line is open.
John Walsh:
Hi. Good morning, everyone, and thanks for taking the questions.
Ed Breen:
Hey, John.
Lori Koch:
Hey, John.
John Walsh:
Maybe just -- the first question is around your gross profit margin improvement in the quarter. I know there are some moving pieces there with the M&M idling, but by my calculation, you're up almost -- still almost 200 basis points year-on-year. So just curious, how much of that you think is sustainable. Maybe what's driven by some of your longer-term programs versus what might have been benefits from the year-ago comp or something else there to call out.
Lori Koch:
Yeah. Our margins were around 36% in the second quarter. If you look to the back half and the guidance that we provided that we expect them to remain around that range. And so if you isolate all of the one-timers out of 2020, we were around 35%. We saw about 100 basis points of improvement underlying. We've mentioned in the past that we see a few hundred basis points of improvement in gross margin getting closer to that 40% range over the next few years. So we continue to execute against that commitment. Part of it, as you had mentioned, is just from -- with this year's improvement is just from the stronger volume resulting with higher yields for our facilities and higher results. But we're also driving improvement in reliability, enabling some digital tools across the organization and higher throughput throughout our organization with the one exception as we had mentioned, within our Tyvek operations, that we did see gross margin deceleration there. Just a result of the fact that last year we were to run only Tyvek medical grades in order to be able to meet the pandemic response. And this year as that demand waned we returned to other grades of Tyvek results in more changeovers and therefore some yield and volume hits. But overall, we're on track with our commitment to get closer to that 40% range over the next couple of years.
John Walsh:
Great. And then maybe just as a follow-up, I was curious if you could be a little bit more explicit with your views on the timing of smartphone demand and shipments in the back half. One of your competitors is expecting to see a decline there. I was just curious if you could provide a little bit more color there.
Ed Breen:
Since we have Jon with us, we'll let Jon take that one.
Jon Kemp:
Yeah. John, good question. So in the first half of the year, we definitely saw some acceleration of orders from smartphone customers really as a result of a couple of factors. There was a late timing to device launches in the back half of last year. Strong demand moved some of those orders into the first part of this year. And then you had a lot of folks just trying to secure supply reliability in the face of some of the raw material and logistics challenges. So in general, we think smartphones are going to grow about 10% over the course of the year, not quite as deep a seasonal curve as maybe what we've seen in the last couple of years. So the curve is flattened, but general demand continues to be strong.
Ed Breen:
Jon you might want to mention for the group that this -- because this is part of ICS, the mix of ICS, because it's not all smartphones, is it?
Jon Kemp:
Yeah, sure, Ed. The Interconnect Solutions business is about 25% driven by smartphone demand. About 30% of the demand is other consumer electronics, whether that's laptops, computers, tablets, and smart devices, about 20% is automotive, 20% broad industrial demand, and then the rest in telecommunications.
John Walsh:
Great. Appreciate the color and I'll pass the baton.
Ed Breen:
Thanks, John.
Lori Koch:
Thanks, John,
Operator:
The next question we have is Jeff Sprague with Vertical Research. Your line is open.
Jeff Sprague:
Thanks. Good morning, everyone.
Ed Breen:
Hey, Jeff.
Lori Koch:
Hey, Jeff.
Jeff Sprague:
Good morning. Ed or Lori, could you just elaborate a little bit more on what you're thinking on cash flow, how the working capital might kind of unwind over the balance of the year here, and could you give us a range of what you expect actual free cash flow to be?
Ed Breen:
Yeah, Jeff. Look, we purposely have to build up some inventory. Obviously look, our receivables were up with sales, were very good on payables. We purposely kind of took a turn here to build some inventory, by the way it’s really in three categories, semi-finished, raw, and a little bit of finished goods inventories you will see when we come out with our Q. And it's mostly in the M&M business. And by the way, on the raw side, we've taken in inventory, and in many cases, we're waiting for glass fibers to do our compounding and finish it. But we wanted to supply in house just because of all the challenges out there in the supply chain. So we purposely have allowed that to build some. All of the inventory, by way, is good and we'll ship that out. So we are free cash flow conversion of the first half is not what we would normally run as a company obviously. We will clearly improve fairly significantly in the 2nd half of the year. And I think Jeff we’ll give you a little more guidance when we get to the 3rd quarter on where we think we will land for the year, but we definitely took a little bit different tact to kind of be able to satisfy our customer base better in this challenging environment.
Lori Koch:
Yeah. I’d just add one more point to note on the headwind too is CapEx versus D&A.We're forecasting around $900 million in CapEx that compares to roughly 650 of depreciation, so we've -- advancing select capacity high return investments will wrap up the Kapton K4 investment in Circleville this year, and we continue to advance the Tyvek Line 8 expansion in Luxembourg, which are causing us to be a little higher than depreciation as we advanced those initiatives. But we still will have cash, we'll continue on the buyback path in the second half. We'd noted on the call that we did a 125 million in July. We'll be getting back in the market here shortly, and continue to execute against that open $1.5 billion plan.
Jeff Sprague:
Great. Thanks for that color. And I guess maybe just as a natural follow-on to that. Obviously, all the puts and takes going on this year, but on the new EPS construct, would you expect to be able to normalize be converting in the low nineties on this EPS construct, free cash flow…?
Lori Koch:
I don't -- Yeah. I think -- I don't know that we'll get to the 90% this year. So I think with the headwinds that we're seeing and working capital as well as the CapEx in excess of D&A, I think 90 will be -- would be tougher this year. I think if you normalize where we've been in the past, it's very strong. We've had 170% roughly last year, and a previous couple of years, are right around a 100% mark. So as soon as we get through this difficult raw material and supply environment, we'll get back to our usual run rate, but I don't see it this year.
Jeff Sprague:
Great. Understood. Thank you.
Ed Breen:
Thanks, Jeff.
Operator:
The next question we have Steve Tusa with JPMorgan.
Steve Tusa:
Hey, good morning.
Ed Breen:
Hey, good morning, Steve.
Steve Tusa:
I - you may have addressed it, but I guess I'm getting to an incremental in the second-half of mid to high 20s reported. And then, I think you had a few idling -- residual idling impact. So the core incremental would maybe be a bit below that. Is that -- am I looking at the math the right way or maybe there's some other puts and takes?
Lori Koch:
You are. Yes, you're in the right ballpark. And really, that deceleration from incremental margins that we saw in the first-half is really just the impact of the pickup in raw material escalation. We are getting it all-in price that, as you know, will hurt margin percent, and then the incremental margin will be a little bit weaker as we navigate that in the back-half.
Steve Tusa:
Got it. That's helpful and then just price on -- in mobility materials, a huge number obviously this quarter. Does that kind of sustain itself in the low double-digit range in the back half, the price mix impact?
Lori Koch:
It does, yeah. We see it strong again in Q3. We'll see how Q4 plays out and we'll also start to get price within W&P as we had mentioned. We didn't have price in and W&P and 2Q. We will look to have low to mid-single-digit price improvement in W&P. One thing to be careful of is the metals impact. That really plays with the results running through corporate, and then the results running through M&M. As silver price, for example, that impacts the M&M portfolio, rises, we've got contractual pass back that we get the price, but it does impact the cost. So that's one piece. So if you normalize that out from the M&M results, which were as reported 13, we are about closer to 8%. So that's more like the underlying polymer-driven price increases.
Steve Tusa:
And then just one, quick one on that last one, if these raws start to fade, do you give that price back? Is it -- is it that kind of contractual where that price would go in the other direction as we look out to '22?
Lori Koch:
On the metal, Steve, yes. It would move directly with the metals price. Within the overall polymer portfolio we would envision that we would have to start to give it back if we see the nylon feedstocks, for example, start to reduce. We would imagine that we would be giving back that price. I don't know about the exact timing of it. We will obviously try to hold the price as best as what we can, but it would be a headwind if raws start to decelerate.
Ed Breen:
Margin would hang in there obviously, Steve, in that environment. But you -- they won't price-hike quarter-to-quarter exactly but you'd give it up over a year period probably tie-out.
Steve Tusa:
Got it. Got it. Okay. Great. Thanks a lot for the color. Super helpful.
Ed Breen:
Thanks, Steve.
Operator:
Next question we have Scott Davis with Melius Research. Your line is open.
Scott Davis:
Good morning, everybody.
Ed Breen:
Hey, Scott.
Scott Davis:
Can we talk about the water business a little bit? I mean, the comment on the appendix, just water technologies hit due to logistics. What is it about that business in particular, that made it harder to get price, and we've seen price pretty broadly, I think across the industrial segment this quarter. So what is it about that business structurally, and can you capture it in real-time? Are you perpetually behind here on price, or can you catch up pretty quickly in the upcoming quarter?
Ed Breen:
Yes. Scott. It's probably overall and Lori made this comment just overall, the water business seems very healthy as we move forward. And as Lori had mentioned, our topline should be mid to high single-digits this year. We had the logistics issue, by the way it was also I’d call an export issue out of one of our product lines in Germany that held us up this -- at the end of the quarter, so we couldn't get it out the door; it was a fairly significant project shipment we were doing. So that'll come out in the third quarter, and we should have nice revenue growth in the third quarter. And then I’d say just generally this is true of the water business, but W&P in general, we put price increases through during the second quarter. But a lot of them, we, especially in the water business, because there's some project-driven business we have locked contracts for some period of time, usually about a quarter by the way. So the price will lag about that much before we can implement it. So we expect to see positive price in the 3rd quarter in the whole W&P sector in general which we didn't see in the 2nd quarter. If we put the increases through we'll start to actually see it kick-in in the 3rd quarter.
Scott Davis:
Okay. That's helpful. And then, since we got Jon on the line, are there more deals like Laird out there in electronics? I don't really know that -- many of us are in the line are huge in the weeds in that particular business, but if you can help us understand how fragmented that -- or if perhaps if there are more deals like that out there.
Jon Kemp:
Yeah, Scott, thanks. We -- obviously, we've seen a number of deals across the electronics industry. I think it's an industry characterized by a -- with a fairly fragmented supplier base across a number of core technologies. We're obviously interested in continuing to build out our portfolio in places where the technology is adding value to help our customers solve problems, especially those that are aligned with leading-edge technology and semiconductor 5G materials. And even in our Industrial Solutions business with some of the precision parts and medical silicones continuing to strengthen those we believe that there will continue to be opportunities for us to continue to add and build onto that part of our Portfolio.
Scott Davis:
Fantastic, thanks. Good luck, Jon. Thanks, everybody.
Jon Kemp:
Thanks, Scott.
Operator:
Thank you. Next question, we have David Begleiter with Deutsche Bank. Your line is open.
David Begleiter:
Thank you again and have a good quarter. Question for Jon. Jon, given the new rebrand, strengthened Portfolio, what is the underlying growth of this business over the next three years?
Jon Kemp:
Yeah David, good question. Obviously, it's been a really strong demand environment for the last couple of years. 2020, even in a pandemic environment, was strong, and we were able to grow nicely. 2021 is also shaping up to see the continuation of those trends. Overall, broadly, we would expect it to be mid to high single-digit growth over the time horizon that they'll be puts-and-takes along the way. But really strong, robust demand conditions across all three of our businesses going forward.
David Begleiter:
Very good. And then, how is the M&A pipeline in the non -electronics areas of the business?
Ed Breen:
Yeah, David, I'm not going to get into specifics on it, but we do have a few targets we're seriously studying. I'd say a little bit bigger than Bolton, but on the bigger end of Bolton, if I could use that term. Barry, I know I've highlighted before we were looking at one water asset that was tucked in and we talk about that. We didn't think the economics worked well for us. So that's off the table, but there is a couple of the areas we're interested in, but it would be something that we're already in. Like electronics, for instance, Jon just talked about where we can add on some technologies and grow so there is a couple of areas besides electronics, we're looking at. But again, down the sweet spot of what we know how to do.
David Begleiter:
Thank you.
Ed Breen:
Yeah, thanks, Dave.
Operator:
Thank you. Next question, we have Vincent Andrews with Morgan Stanley.
Vincent Andrews:
Thanks and good morning, everyone. Just maybe, Ed. How are you thinking about the fourth quarter in terms of maybe seasonality, as well as sort of what you think happens in terms of raw material costs and availability? Just help us understand what's baked in there.
Ed Breen:
Yeah. So I think this year, the seasonality will be a little bit different Vincent. We'll start to recover some of the M&M volumes that we couldn't ship because of supply constraints. So I think that will plugin a little bit more in the fourth quarter, and I think if you look at the guide we gave, you'll kind of see that they're -- an overall picture is we went into the second quarter thinking that raw materials were about a $300 million headwind. We are now estimated to be 400 million of a headwind. Again, as Lori had mentioned though, we will get a price, it won't tie quarter-to-quarter. But we'll get Price to cover that and you can see obviously we got a nice price in M&M this quarter. We'll start getting Price in W&P next quarter. We think we'll see some -- a little bit more escalation on raws in a few areas in W&P, which will hold the margins back, maybe a little more than we would want to go into the third quarter. But again, still solid about where we were in the second quarter. And then, my -- I'll say my personal opinion is the raws have 80%, 90% peaked at where they are at here. And our guide plans that they hold through the year at these higher raw levels. But again, we get a price That's all.
Vincent Andrews:
Okay. That's very helpful and then maybe this is a follow-up. I think a few weeks ago you did a settlement with Delaware. Maybe you could just speak to any update to the broader PFOS settlement strategy you have, and whether we should be anticipating further state by state settlements or -- particularly states where maybe you don't have manufacturing capabilities. I thought the idea was just to concentrate on where you did. But -- just a broad update on what's your thinking.
Ed Breen:
Yeah, look, Delaware ended up costing us $12.5 million. And remember, Delaware was 1 of the ones I would say where we manufactured because our big plant is literally right across the Delaware River. And the state of Delaware actually owned and controls the Delaware river basin in that area. Look, I think the good news is we have a really good agreement between the three companies Comoze, Corteva, and DuPont. We're holding hands and working together really well, and I think that the Delaware one was a great example of that. So we have a few other states where we did have manufacturing locations. Let me just say, obviously we're in conversations. I think you could probably use Delaware as a blueprint. Some other states have wrapped us into legal issues where we absolutely didn't do anything at all. I would point out Vermont as one of them. We have nothing there and nothing even close to being there. So each one is a little bit of a different strategy, but we're very focused on trying to resolve more and more of those issues. And I think Delaware was the first step to see what we're up to.
Vincent Andrews:
Okay. Thanks for the clarity on that. Appreciate it
Ed Breen:
Yes. Thank you.
Operator:
Thank you. And next question we have Stephen Byrne with Bank of America.
Stephen Byrne:
Yes. Thank you. It's curious to hear your views on what you think the opportunity is to utilize your suite of water treatment technologies in direct lithium extraction, and assuming there are some brine deposits out there that you might be able to treat that others can't, do you think the best way to realize the value of your technology is just continuing to sell materials, or would you consider more of an investment in that business?
Lori Koch:
Yeah, we're looking at the opportunity right now with our water filtration business in Lithium-ion battery space. And so it's early days looking at it, we're working with some partners as well to understand the opportunity. I don't know that we would do it. An investment in an area outside our current technology, we to take advantage of that right now. We'll continue to study and see if that's the right decision we've got. Capacity constraints that we're biting up against in the water business too. So we're studying some high-return water capacity expansion efforts. Right now, I'm actually on my way to Minnesota on Thursday to look at our current operations to understand what the opportunity is. So we're aware of the potential opportunity and landscape and we'll continue to study it.
Stephen Byrne:
Thank you, Lori. And just to follow up on your comments about your settlement with the State of Delaware, and your focus on trying to resolve PFAS issues associated with your manufacturing plants. Just a couple of weeks ago there was a Hoosick Falls, New York case and you all chose not to settle that. Is that where -- a downstream manufacturing plant for you? Were you a materials supplier with that plan or do you just not want to open that door to other settlements?
Ed Breen:
No. Well, I -- yeah. I'd say the combination of -- I know that the settlement came out. Three other companies were involved in the settlement. We decided not to settle. Look at some point, we will, but the precedent of even that low number you saw from the others was not something we were willing to do because we didn't do anything there. And we're not going to set a precedent that's inappropriate for the Company. So even though a single million dollars, we still thought that was not appropriate. And I'll just leave it at that. We're well on top of it. We have a strategy and we'll let it play out.
Stephen Byrne:
Thank you.
Ed Breen:
Yeah. Thank you.
Operator:
Okay. Next question, we have John McNulty with BMO Capital Markets.
John McNulty:
Taking my question. For the first one, just -- given the supply chain disruptions that you saw, some of the freight-related issues, can you quantify what the impact was on your sales? And is it fair to assume that whatever was lost or misplaced this quarter, you can make back up in 3Q or 4Q, or is there any risk that some of those sales just have disappeared? How should we be thinking about that?
Lori Koch:
I think it breaks them really across M&M and W&P. And in M&M, it's the more raw material constraint. So we saw a $100 million of the top line in the first quarter and another $100 million in the second quarter. We'll look to eat away at that in the 2nd half, but I don't know that we'll get all of that in the 2nd half. It depends on raw material availability. Most of them have generally resolved themselves except glass fiber, which goes into a significant amount of our polymers. And so, we'll see how the glass fiber market continues to evolve but as we see it right now, we don't see the full 200 million in the 2nd half. It will trickle in 2022 but we intend to get it all back over time. It's not lost sales, it's really just shifted. And then in W&P, it was more on the logistic side, hitting our water business. As I had mentioned, we had some logistical constraints in Europe. We would size on around $25 million and we would look to get those back this year.
John McNulty:
Got it. Fair enough. And then, maybe just to speak to the Semiconductor industry. I mean, the cycle seems like it's heated up. We're starting to see significant investments, especially with concerns about security, and national security, and that kind of thing. So we're also seeing further investment in the U.S. and maybe away from the more traditional Asian regions. I guess, can you speak to how that opportunity presents itself for DuPont and if there are incremental challenges just given some of the diversity or some incremental benefits and how we should be thinking about that in terms of your investment going forward there?
Jon Kemp:
Yeah, great question. And when we think about the semiconductor market, clearly really strong investment trends by all of the leading OEM s in multiple regions. So you see the Tier 1 fabs who are investing up -- in aggregate, hundreds of billions of dollars over the next 2 or 3 years. Some in the U.S., some and Asian markets, some in Europe to expand and build capacity. Most of that capacity is going to be built to accommodate the leading edge, both on the logic foundry side as well as on the memory side. We see that as extremely favorable to our business dynamics when you make those investments at leading-edge boundaries than that increases the number of -- it increases the manufacturing complexity, as well as the purity of the materials, all of which plays the sweet spot of what we're able to provide for our customers. And our portfolio was broad enough that we're really touching every step of the manufacturing process for the wafer. So the partnerships that we have with the OEMs are strong. We continue to work together on qualifying materials for all of those next-generation leading-edge solutions. And as we start to see the wafer starts to come online, we've already seen some benefit this year to new wafer capacity. We'll continue to see wafer capacity ramp up over the next couple of years as some of those investments start to come online, and we're really well-positioned to capitalize on that trend.
John McNulty:
Thanks very much for the call. Appreciate it.
Ed Breen:
Thanks, John.
Operator:
Thank you. Next question, we have Bob Koort with Goldman Sachs.
Bob Koort:
Thank you very much. Good morning.
Ed Breen:
Good morning, Bob.
Lori Koch:
Good morning.
Bob Koort:
And I wanted to talk about the characterization of the Company. I know when you came on board, and spun out and separated DuPont, there was an ambition to be a services provider and not necessarily a chemical Company, but it seems like the last few months you've traded a lot like a chemical Company. You get some devaluation and some raw material issues that hit you. Why do you think the market's not willing to look at you more through that multi-lens? And then, I know you looked at competitors at the time, ITW, Honeywell, 3M, those kind of names. How many benchmarked versus them, say over the last 6 or 9 months, how do you feel you are stacking up? Thanks.
Ed Breen:
Yes. So look, we look at every end market we're in and analyze all the multi-industry companies. And I -- you can do -- I'm sure Bob, you've done it. I think we stack up extremely well. Bob, I think part of it is, and I don't disagree with your overall comment. We've created a little more like a Dow or Lyondell, obviously at a higher multiple. But I think over time the consistency of our results will prove out that we're a premier multi-industrial Company. It takes some time. We've had a year and a half of very consistent results. I think one thing we proved that -- I heard -- Lori and I heard this a lot, especially from people that follow multi-industry companies is, how would DuPont react in a downturn? And when the pandemic hit, I think our decremental margins were not the best but best-in-class with the top tier companies in our top-line in the worst drop 10% in our decremental jump right in there. So I think we proved a lot of people thought the chemical Company, you kind of do a general comment, you think we're going to drop pretty significantly in the downturn and we did not. So I think that was a big proof point through the cycle we can perform very well and obviously, we're performing very well with great incremental margins now. And on the upside is the revenue comes back. But if you really look at the pieces on the Company, there's very little what you would call direct chemical commodity exposure in the Company anymore. I mean, Jon sitting here next to me, you look at our electronics business. It's a steady, mid-to-high single rolling industry. should be pretty consistent along the way. So I think over time, we'll get to evaluation. But I think for our multiple cities versus the better multi-industry companies. I think we got a lot of runway in front of us. So I think consistency going forward will prove the day.
Bob Koort:
Yeah. Perhaps. Old perceptions just die slowly. But Lori, I wanted to ask you one thing. You mentioned in Tyvek that a year ago, you guys were really pumping out the personal protection and maybe had more efficient runs through your plants. Was there also an issue where those who were higher-margin sales or was it just a function of you had better operating utilization, and that's what gave you better profitability there?
Lori Koch:
It really just came down to the number of gains and productions. The margin profile across the different end markets is the same. It was really just the ability to just run out the protective garments, not have the changeovers, that enabled us to really reduce our downtime and up to our data protection.
Bob Koort:
Got you. Thanks so much.
Ed Breen:
Thanks, Rob.
Operator:
Thank you. Next question we have PJ Juvekar with Citi.
PJ Juvekar:
Good morning.
Ed Breen:
Yes, good morning, PJ.
PJ Juvekar:
Good morning. Another question on the electronics. You talked about advanced nodes in your Semiconductor business. Can you talk about your market share in these advanced nodes? And then what happens with pricing? Because typically these new nodes you get better pricing while pricing tends to decline over time in the base business. And you didn't get much pricing this quarter. So generally, talk about pricing as well as you talked about advanced nodes and the market share there. Thank you.
Jon Kemp:
Yeah, PJ. Good question. The advanced nodes, obviously, are critical for us. I would say the bulk of our Portfolio is positioned to be able to help our customers solve for solutions at the advanced nodes whether that's at below 20-nanometer and below be it the 1475 and now even 3. When it talked about market share, obviously each fab and each customer is different and I want to stay away from customer-specific comments. But in general, our Portfolio is weighted more towards the advanced nodes. And probably a little bit more on the logic side versus the memory side. Although we definitely participate broadly across both segments of the market. On the pricing question, we typically -- the electronics segments, in general, would be about -1% a year based on the cost down and performance expectations of our customers. And where we really can capture price is on the next-generation products and they tend to be fairly fast cycle launches of new technology. So we typically get a price on new technology and then, that technology pricing will erode overtime constantly, replaced with the next generation of products where we get to price. In general, we see price in the -- down 0.5% to maybe 1.5%. This year's pricing is relatively flat, so we're actually holding price pretty well in this environment. And I think as Lori alluded to earlier, we'll continue to see a positive price and a flat to positive price for the rest of the year.
PJ Juvekar:
Great. Thank you. And Ed, you sold N&B then bought Laird. Should we expect a phase of consolidation here where maybe you make some small bolt-on acquisitions and steady the ship? Or do you think a bigger divestiture could be on the card for the next 12 months? Thank you.
Ed Breen:
Look, we've been looking at some other acquisition targets, as I mentioned earlier. Again, they're gonna be in the sweet spot of what we do. I put it right in the layer category, by the way. So the numbers in the math have to work first. So we'll see what occurs. We're always open to looking at things that will create value for our shareholders, so I would never say never on something bigger. But it's not at the forefront of our thinking at this point.
PJ Juvekar:
Thank you.
Ed Breen:
Thanks.
Operator:
Again. The last question, we have John Roberts with UBS. Your line is open.
John Roberts:
Thank you. Which businesses are still down the most versus pre-pandemic? Pyramids for oil and gas and aerospace come to mind. Maybe printing solutions may be still down meaningfully from pre-pandemic. How much is left to go in terms of recovery?
Ed Breen:
You hit breakeven. It looks like you're looking at one of our charts. Oil and gas are still down from 2019 by 15%, aerospace is down 23%. But by the way, just to give you, they're all off their bottom. Oil and Gas in the 2nd quarter of 2020, which is the rough quarter, was down 50%. Now it's only from 19% it's only down 15%. aerospace was down 31% in 20. Again, only down 23 now. In everything else or revenue was positive to '19 across auto smartphone, Semi, Tyvek, General Industrial are all positive to ' 19 levels. They're the two remaining ones, but again, lifting really nice off the bottom construction in total is also about 5% from ' 19 levels. So nice recovery there. That was another one a quarter ago, we were still negative.
Lori Koch:
Yeah. And on the other side, our revenue is back. If -- but if you look at the volume side, we're still weaker. If you look at auto builds in 2Q, they were down 15%. We still see them being down for the full year versus '19, so not back to that 89 million build level. So upside as we head into 2022 as that market continues to stabilize them.
John Roberts:
Okay. And then it sounds like you didn't look at co-venture. I don't know whether that's a question for Jon or somebody else. But since you have some Industrial, in the electronics and industrial, why wouldn't that have made sense?
Jon Kemp:
So look, we've got a really strong plating business. We're well-positioned in that industry. We look at a lot of different targets. Our plating Portfolio is more focused on consumer electronics as opposed to some of the more industrial applications that you may see from some of our plating competitors. So just strategically, it wasn't as strong a fit for us as maybe some other folks in the industry.
John Roberts:
Okay. Thank you.
Leland Weaver:
So thanks, everyone. Later this quarter, we will kick off a series of webinars to highlight some of the different lines of business within our reporting segment. Our first session happens to be on the 22nd of September. Well, Jon will cover semiconductor technology, so I hope that you all will be able to join us for that. Thanks for joining today's call. And for your reference, a copy of our transcript will be posted on our website. This concludes our call. Thank you.
Operator:
Ladies and gentlemen, this concludes today's conference call. Thank you all for participating. You may now disconnect.
Leland Weaver:
Good morning, everyone. Thank you for joining us for DuPont's First Quarter 2021 Earnings Conference Call. We're making this call available to investors and media via webcast. We have prepared slides to supplement our comments during this conference call. These slides are posted on the Investor Relations section of DuPont's website and through the link to our webcast. Joining me on the call today are Ed Breen, Chief Executive Officer; and Lori Koch, our Chief Financial Officer. Please read the forward-looking statement disclaimer contained in the slides. During our call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risk and uncertainty, our actual performance and results may differ materially from our forward-looking statements. Our 2020 Form 10-K, as updated by our current and periodic reports, includes detailed discussion of principal risks and uncertainties, which may cause such differences. Unless otherwise specified, all historical financial measures presented today exclude significant items. We will also refer to other non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure is included in our press release and posted to the Investor page of our website. I'll now turn the call over to Ed.
Ed Breen:
Thanks, Leland. Good morning, everyone, and thank you for joining us. I will provide comments on the strong start that we had to 2021, including the advancement of a number of strategic priorities to make DuPont a premier multi-industrial company, equipped for growth and value creation. But first, let me acknowledge the tremendous dedication and determination of our teams around the world as we continue to manage the extraordinary circumstances of this pandemic. The health and well-being of our people remains our top priority. The principles and protocols we've implemented globally and locally to help to protect our people and ensure business continuity as countries face multiple waves of infection and lockdowns. As an innovation-led company, we believe in science and we're encouraging all employees to get vaccinated. And where possible, we're working with public health authorities to facilitate access and distribution. Starting on Slide 2, I will note that one of our priorities for generating value is consistent operating performance and financial results. This morning, we announced strong top line and earnings results for the first quarter, both above our expectations. Lori will take you through the details in a moment. But I'd like to highlight the 7% organic revenue growth that we reported, reflecting broad and strong demand in key markets such as semiconductors, smartphones, water, residential construction and automotive. This revenue growth, along with continued cost discipline, led to strong operating leverage and EBITDA margin expansion in the quarter. Our first quarter financial results reflect the agility of our teams to navigate through a challenging environment while facing escalating raw material and logistics costs as well as global supply constraints of key raw materials, most notably in our M&M segment. With strong order trend continuing and confidence in our team's ability to navigate the supply chain challenges, we are raising our full year guidance for net sales, operating EBITDA and adjusted EPS. I will provide more details regarding this increase shortly. In addition to our financial results, we advanced a number of our strategic priorities during the quarter. First, as previously announced, we completed the merger of our Nutrition & Biosciences business with IFF, creating an industry-leading company in the food and beverage, home and personal care and health and wellness markets. As you know, this transaction also unlocks significant value for DuPont and our shareholders. As part of the transaction, we received $7.3 billion cash from IFF and retired slightly more than 197 million coupon shares, or about 27% of our outstanding shares at the time with no cash outlay. We strengthened our balance sheet during the quarter by paying down our $3 billion term loan, and we will redeem $2 billion of our long-term debt later this month. As a reminder, our next debt maturity will not be due until the fourth quarter of 2023. In line with our balanced approach, we returned about $660 million of capital to shareholders during the first quarter through share repurchases and dividends. Under our existing share buyback program, we executed $500 million in share repurchases during the first quarter. As a reminder, we have about $500 million of repurchase authorization remaining under that program, which we intend to utilize by June 1 of this year. Earlier this quarter, we also announced that our Board of Directors authorized a new $1.5 billion share buyback program, which expires on June 30, 2022. We plan to be opportunistic under the new program as we move throughout the year. With respect to dividends, we returned about $160 million in cash to shareholders during the quarter. As we previously mentioned, going forward, we will target a payout ratio between 35% and 45%. And we intend to work with our Board to increase our dividend annually as we grow our earnings. In March, we announced a definitive agreement to acquire Laird Performance Materials for $2.3 billion. When completed, a planned acquisition of Laird advances DuPont's strategy of growing as a global innovation leader and strengthens our leadership position in advanced electronic materials. The Laird business will complement our Interconnect Solutions business within E&I, and it will add critical capabilities and market-leading offerings in thermal management and electromagnetic shielding, which are essential to emerging electronic applications. Our E&I team, along with our customers, are excited for this opportunity. We recently received regulatory approval for the transaction in Germany and Brazil and cleared HSR in the U.S. last month. As previously indicated, we expect the transaction will close in the third quarter of this year. Finally, we announced previously that we have signed definitive agreements to sell our Biomaterials, Clean Technologies and Solamet businesses. We anticipate receiving more than $900 million in gross proceeds from those divestitures, and we expect those transactions to close in the second half of this year. Before turning it over to Lori to go through the details of the first quarter, I'd like to take a moment to provide some context regarding what we saw during the quarter in our key end markets that we serve. Combined, the electronics and automotive markets account for nearly half of our revenues. Electronics continues to perform very well, and auto is recovering nicely from its 2020 lows. Within electronics, demand continues to be broad-based as the ramp-up of advanced technology nodes and a need for more memory to servers and data centers has accelerated. The server market, which is a large consumer of semiconductor chips and circuit board chemistries, continues to show strength and is expected to remain robust as Internet network traffic continues to grow. Furthermore, the deployment of 5G infrastructure by leading telecom companies in preparation for the next generation of ultra-high-speed data transmission should help sustain demand for premium smartphones, which is further enhanced by our favorable content play. With respect to the automotive end market, demand is well above the lows of 2020 but not yet back to 2019 levels, which sold 22.9 million vehicles produced in the first quarter and nearly 90 million units for the year. The lack of stable supply of critical components, mainly semiconductors, impacted the ability of the auto OEMs to produce more vehicles and rebuild inventories during the quarter. Even where we participate in the value chain within M&M, I think it's important to note that our first quarter Engineering Polymers volumes were not materially affected by the chip shortages as our demand from the Tier 1 and Tier 2 suppliers was not lessened as a result of the chip shortage. However, our ability to supply customers was affected by supply constraints of key raw materials, predominantly in our nylon and polyester product lines. This supply situation is gradually improving while we anticipate several critical products will continue to constrain our production through the end of the second quarter. We expect that annual sales as a result of raw material constraints will be captured in the second half of the year. Additionally, we believe that the automotive market will remain strong for the balance of the year as OEMs look to meet robust demand as well as replenish global inventories, which are currently below historical averages. Moving on to the water and construction end markets. Collectively, these 2 markets account for approximately 20% of our total company sales. Versus first quarter of 2019, demand for advanced water filtration and purification has strengthened, driven by solid growth in Asia Pacific. Strength in residential and commercial water markets as well as industrial and desalination segments has shown growth. For construction, North America residential and do-it-yourself markets are up versus first quarter 2019. And while demand within the commercial construction segment has improved from the lows experienced in 2020, it is not back to 2019 levels. Lastly, demand within our industrial end markets versus 2019 levels is mixed. Within the electrical infrastructure and Tyvek protective garment markets, demand is at or above 2019 levels. However, demand in end markets such as aerospace and oil and gas is still below 2019 levels, but it's improved since the lows of the second and third quarter of last year. Sequentially, our sales in the aero and oil and gas were up over 40%. Our diversified portfolio of products and technologies will serve us as the global economy continues to recover from the pandemic. We are continuing to invest at competitive levels in R&D and innovation to further solidify our strong market positions and maintain our position as the partner of choice for our customers in 2021 and beyond. With that, let me turn it over to Lori to walk through the details of our first quarter financial performance.
Lori Koch:
Thanks, Ed, and good morning, everyone. Let me cover our first quarter financial results on Slide 4. As Ed said earlier, I'd also like to acknowledge the commitment of our employees throughout the pandemic and our team in navigating through supply chain and logistics headwind this quarter to deliver the following results. Net sales of $4 billion were up 8% versus the first quarter of 2020, up 7% on an organic basis. Overall sales growth was driven by strong volume, up 7% versus first quarter of last year, with volume increases in all 3 reporting segments. Currency provided a 3% tailwind in the quarter led by the euro. Portfolio was a 2% headwind, primarily due to the sale of the trichlorosilane business last year. Sales were up in all 3 segments, with E&I, M&M and W&P reflecting organic growth of 14%, 8% and 1%, respectively. On a regional basis, organic sales were up 20% in Asia Pacific, our largest region from a sales perspective, with strong results in all 3 reporting segments. Partially offsetting gains in Asia Pacific were organic sales decline in the U.S. and Canada and EMEA of 4% and 2%, respectively. The declines in U.S. and Canada and EMEA were driven by softness for aramid fibers, specifically continued softness in aerospace and timing delays in defense as well as auto builds, which were down in these regions. I'll provide more color on our segment top line results on the next slide. From an earnings perspective, we delivered operating EBITDA of $1.05 billion and adjusted EPS of $0.91 per share, up 15% and 90%, respectively. Volume gains as well as benefit from prior year cost initiatives and currency drove 160 basis points of operating EBITDA margin expansion and 1.9x operating leverage. Incremental margins for the quarter were 46%. I will walk you through the EPS later call in a moment. Our total company gross margin for the quarter was 36.8%, flat on a year-over-year basis. Gross margin improvement in E&I and M&M on higher volume and manufacturing productivity was offset by a margin decline in W&P, resulting from higher unit rates versus the prior year, driven primarily by lower production volumes of aramid fibers. Gross margin expanded about 280 basis points sequentially, with margin improvement in all 3 segments. From a segment perspective, E&I delivered operating EBITDA margin of 33.5% and 420 basis points of margin expansion versus the year ago period on strong volume growth and a onetime discrete gain related to an asset sale. Excluding the benefit of the asset sale, operating EBITDA margin would have been 31.7%, a year-over-year improvement of 240 basis points. M&M delivered operating EBITDA margins of 22.9% and 320 basis points of margin expansion versus the year ago period on higher volumes and savings from productivity actions. In W&P, operating EBITDA was flat versus the year ago period as sales gains and cost productivity actions were offset by higher manufacturing costs, primarily higher unit rates, driven by lower production of aramid fibers and increased supply chain costs. For the quarter, cash flow from operating activities and free cash flow were $378 million and $95 million, respectively. These amounts include 1 month of cash flow from our N&B business compared to 3 months of N&B cash burn in the prior year. In addition, cash flow and free cash flow conversion was negatively impacted by a working capital headwind of about $300 million, led by higher accounts receivable balances, which were up in line with sales. For the year, we continue to target free cash flow conversion of greater than 90%. Slide 5 provides more details on the year-over-year changes in net sales. Leading the way for the quarter was E&I with 15% volume growth, which had a record quarter. Volume gains were led by double-digit growth on robust demand for semiconductors across Asia. High fabrication utilization rates, driven by demand for new technologies and advanced nodes, along with the ongoing shift in digital transformation drove strong top line growth. In addition, share gains from recent wins for CMP slurry and lithography materials improved results. In Interconnect Solutions, double-digit growth was driven by higher material content in premium next-generation smartphones partially resulting from timing shifts that select OEM demand shifted earlier in the year this year, along with broader printed circuit board market recovery. Within Industrial Solutions, double-digit volume gains in display materials due to new time launches more than offset continued weakness in aerospace. The end markets within W&P were generally consistent with our expectations. Sales gains were led by Water Solutions with double-digit volume growth, reflecting strong demand for our reverse osmosis and ultrafiltration technology, led by Asia. Shelter Solutions had low single-digit organic growth versus the year ago period, reflecting high single-digit organic growth in residential construction and retail channels for do-it-yourself application, offset partially by softness in commercial construction market. Within Safety Solutions, pricing gains, favorable currency and strengthening demand for aramid fibers in industrial and automotive end market was more than offset by continued weakness in aerospace and year-over-year volume declines for Tyvek. Lower Tyvek production volumes were a result of higher planned downtime in the quarter. Also contributing to strong first quarter top line growth was continued recovery of the global automotive market, which represents about [60%] of our M&M segment from an end market perspective. The most recent estimate of 1Q global auto builds were about 20.3 million units towards the quarter, up approximately 14% versus the first quarter of last year. As a result, volume in our Performance Resins business was up over 20% versus the year ago period. Another bright spot in M&M was improved demand for microcircuit materials, which we aligned to the M&M segment earlier this year. These specialized materials, along with adhesive growth, helped drive over 20% organic growth in Advanced Solutions growth in the year ago period. Demand in our Engineering Polymers business was strong. However, global supply constraints for key raw materials resulted in low single-digit volume decline. Our teams are experienced in navigating trading challenges and have worked diligently with our customers and suppliers to help mitigate the impact incurred as a result. Additionally, we expect to recover volume lost in the quarter due to these disruptions and raw material constraints part of this unit. Turning to Slide 6. I mentioned that adjusted EPS for the quarter of $0.91 was up 90% versus the prior year. The largest driver of our year-over-year growth was a significantly lower share count, mainly resulting from the N&B exchange offer. The lower share count provided a $0.16 benefit versus the prior year. Excluding the lower share count, adjusted EPS growth was still significant, up 56% versus the prior year. Higher segment earnings provided a $0.13 tailwind in the quarter versus the prior year, along with benefits this year with a lower base tax rate and reduced interest expense. Our base tax rate for the quarter of 19.4% was lower than forecasted as a result of a few discrete tax benefits in the quarter. Our tax rate in the quarter was significantly lower than last year, resulting from the absence of certain discrete tax headwinds incurred in the prior year. For the full year 2021, we now expect our base tax rate to be in the range of 21% to 22%, down slightly from the 21% to 23% that we previously estimated at the beginning of the year. Turning to Slide 7. I will provide some commentary on our balance sheet and cash position. I mentioned earlier that net working capital provided headwinds in free cash flow in the quarter. However, I would like to point out that net working capital productivity gains of about $600 million that we have made in the first quarter of last year, increasing net working capital for about $3.5 billion at March 2020 to $2. 9 billion at March of 2021. Both of these were driving down past due receivables and inventory. From a debt perspective, we have stated that we are committed to maintaining our current strong investment-grade credit profile. We started the year with $15.6 billion in current debt. And as Ed mentioned, we paid down our $3 billion term loan in February, and we will pay down $2 billion of debt later this month. Moving on to cash. Our cash generated from operations last year put us in a strong cash position coming into this year, and that balance grew with a $7.3 billion special cash payment from the transaction with IFF. In addition, we expect to receive over $900 million in gross proceeds this year from the previously announced sale of the noncore businesses. Our current deployment plan for 2021 includes a balanced capital allocation approach. Along with our plan for internal investment this year, we plan to grow through targeted M&A in areas of secular growth and will fund the $2.3 billion planned acquisition of Laird Performance Materials with cash on hand. We intend to continue to return cash to shareholders. Along with our dividend policy, we completed $500 million of share repurchases in the first quarter at an average price of about $73 per share and will remain opportunistic with our remaining share repurchase authorization throughout the rest of the year. On a go-forward basis, our target run and maintain cash balance is about $1.5 billion. And from a leverage perspective, our net debt-to-EBITDA target remains at 2.75x. With that, I'll now turn it back over to Ed to talk about our financial outlook.
Ed Breen:
Thanks, Lori. Let me close with our financial outlook on Slide 8, which includes our view of the second quarter and full year 2021. We are raising our full year guidance range for net sales, operating EBITDA and adjusted EPS. At the midpoint of the range provided, we now expect net sales for the year to be about $15.8 billion, which reflects year-over-year growth of 10%, up from our previous estimate of 8% growth. We expect to improve leverage and now expect operating EBITDA for the year to be about $4.03 billion, at the midpoint of the range provided, a year-over-year increase of 17%. These revised estimates reflect our solid start to the year and confidence in our team's ability to continue to navigate global supply key challenges. We are also raising our adjusted EPS range for the full year by $0.30 per share and now expect adjusted EPS of $3.67 per share, at the midpoint of the range provided. In addition to the strong operating performance of our businesses, the share repurchases we are completing under our existing programs and the narrowing of our estimated tax range supporting the [indiscernible] while contributing to the revised [indiscernible] estimates. For the second quarter 2021, we expect net sales to be about $3.975 billion, and we expect the operating EBITDA to be about $1 billion, both at the midpoints of the ranges provided and both well above results in the second quarter last year. At the midpoint of the range provided, we expect adjusted EPS for the second quarter of 2021 of $0.94 per share, which now reflects the full reduction in shares resulting from the N&B exchange offer and our weighted average [indiscernible]. With that, let me turn it over to Leland to open up for Q&A.
Leland Weaver:
Thank you, Ed. Before we move to the Q&A portion of our call, I would like to remind you that our forward-looking statements apply to both our prepared remarks and the following Q&A. [Operator Instructions] Operator, please provide the Q&A instructions.
Operator:
[Operator Instructions] The first response is from Steve Tusa with JPMorgan.
Steve Tusa:
Can you just maybe talk about the sequential kind of dynamics in your business into the second quarter and second half? I mean on the one hand, you guys are having some supply constraints, which I guess is -- has hurt volumes a bit. But then on the other hand, I'm sure that there's some kind of urgency around ordering, and maybe the electronics side seen some pretty big book-to-bills that guys like Tyco Electronics that are -- suggest that customers may be stocking up and kind of double ordering perhaps what they can. Everybody is kind of scrambling to get supply, I guess. It muddles the sequential. Maybe if you could just talk about what you see as kind of the sequential activity in those key stress areas heading into the second half.
Ed Breen:
Yes. I'll start, and maybe Lori wants to jump in. If I may, I don't think our normal cyclicality plays out this year because of what you just described. Very different dynamics this year. I'd say one of the biggest issues is really the inflation cost on all materials here and then the pricing actions that we can take. So that's a pretty big dynamic for all of us that you see reporting here. But probably, the first quarter, the cost deflation was very little. It was about $20 million. We expect in the second quarter that lists to about $90 million. And we expect the full year impact of raw material inflation to be about $300 million. So it kind of goes up to kind of $90 million to $100 million in the second quarter, holds there for the year, which gets you kind of the $300 million. So we've been -- have been a constructive price market, Steve, and we think we'll catch most of the second quarter inflation, but maybe not all of it as we have some contracts that are 30, 60 days. But we're very confident that we'll be able to cover the walls. When you look at the year in total, that we'll be able to make that up. So we're expecting for total DuPont for our pricing to be up low single digits for the year. But clearly, more so in the M&M division where a lot of the world inflation is -- no price increase in electronics simply because you don't get it there, you get a new product introductions that you get fed and some price increase in Water & Protection, within water and safety business specifically. So I'd say that's a big dynamic there. And then from a kind of a revenue standpoint, I'd say the other big dynamic is because of the raw material constraints that we're seeing. When we did the fourth quarter call, Lori and I talked about a $60 million to $80 million miss in sales that we were expecting in the quarter. And then you had the freeze down in Texas. So we think it's -- we missed out about $100 million of sales in the quarter, which is $20 million to $25 million of EBITDA. We expect another $100 million in the second quarter, $100 million to $120 million missed revenue. But like you're hearing from all the others, we're not going to lose the business. We will make it up as the constraints kind of worked their way through because everyone was kind of dealing with the same issue here. So I'd say that's the large dynamics of sequentially and then going into the year, second half of the year. All the end markets, Steve, played out the way we thought they would. The ones we thought would be hot were hot. The ones we thought we saw, like commercial construction, residential oil and gas are all lifting nicely on the lows of last year, but not back to '19 levels. So we expect that to continue through the year also.
Operator:
Your next response is from John Inch of Gordon Haskett.
John Inch:
I would like to just pick up on that theme. So Ed, when you're saying you missed $100 million of sales in the first quarter, roughly $100 million to $120 million expected in the second quarter, does that imply then that the second half is up $200 million to $220 million more than it would have been if you haven't had any supply chain disruptions, like you're going to see that in terms of sequential growth -- or I'm sorry, in terms of the year-over-year growth dynamic? And doesn't that create a bit of a tough compare? Or is that not the way to think about it?
Ed Breen:
Yes. First of all, I'm not sure this will resolve itself in the year either. You've heard quite a few suppliers talk about this going and potentially into next year, depending on what it is. So inventory levels in new autos chain are very, very low in the supply chain itself. Finished goods are low. You still got the semiconductor ratio that's going to mute things, which I've heard most people think of going into 2022. So I think you got that dynamic going on here. So I wouldn't gauge at all just throwing it into the second half of the year at all.
Lori Koch:
Yes. I think the guidance that we provided essentially assumes a similar quarter for revenue like we saw in 1Q, so pushing $4 billion between -- around a $3.9 billion and $4 billion range in the second quarter. And then if you look at the full year outlook, you can back into a similar number in the back half of the year. So whatever upside we may see from the M&M portfolio getting back that lost volume in the first half, so still that tends to be a little bit of seasonality in our results that would offset that. Still landed at flat number dollar-wise from a revenue perspective.
John Inch:
Okay. So no, that makes sense. And then just as a follow-up, how big -- can you remind us, how big is DuPont in India? And I mean India is obviously in the news as COVID sweeps that country. I'm just wondering, does Tyvek garments, do they have much of a presence there? And didn't really seem to hurt your Asia Pac numbers this quarter. Does it create for a little bit of a headwind in future quarters?
Ed Breen:
No. India is not a big impact at all in that one. The biggest upside for us though is India in the water business. That's a real key market for us, but it's not that big in the scheme of things yet. So no, it didn't have any significant impact for us. If we add N&B in the portfolio, it would have been bigger, but that was really where our bigger presence was in our portfolio.
Operator:
Your next response is from Scott Davis of Melius Research.
Scott Davis:
Wanted to follow up a little bit on comments that Steve made just about supply chain and John as well. But are you seeing kind of any unusual purchasing patterns by your customers? Are your customers double ordering? Or any kind of unusual inventory build?
Ed Breen:
We don't think much. I mean we cited a couple of customers we know they are building inventory. It's some in Asia that we think preorder, but it's like $30 million to $40 million business. We're not seeing it. The people just can't get their hands on enough right now. I mean there's so many force majeures out there across the supply chain, again, mostly in the auto business I'm talking about. But I don't see inventory build in the channel. And you know historically, finished goods at autos is very low right now globally. So we don't see a lot of that. Our people trying to double order. I think there's some of that going on, but everyone's getting allocated product at this point in time. So it's not like they're able to build an inventory base. I'll use DuPont as an example. Our inventory well of about $100 million, and it's in mostly in our M&M business, and we couldn't get it up on the other walls to get the product out the door. So we did plan on -- we're not double ordering. We just couldn't get it out the door to have a finished good. So again, in the scheme of our numbers, that's not a big deal. But I'm sure there's a decent amount of that going on, but I wouldn't call it double ordering the stockpile.
Scott Davis:
Okay. Good. Helpful. And then just a different cleanup here is just what was the average price kind of the asset sales that you -- maybe just any valuation metric that we can think about?
Lori Koch:
You mean for the noncore businesses that we're divesting?
Scott Davis:
Yes, for the noncore stuff, in terms if you have.
Lori Koch:
Yes. We have been somewhere in the range of -- yes, we had mentioned somewhere in the range of 6 to 8x EBITDA multiple on those businesses.
Operator:
Your next response is from Jeff Sprague of Vertical Research Partners.
Jeff Sprague:
Two for me. One, just on the theme, a little bit one more item for me anyhow. On interconnect, Lori, that sounded like maybe it wasn't a pull forward, but demand was -- the demand pattern was different than what you would typically see. Could you just elaborate on kind of what you said and meant there as you went through that segment?
Lori Koch:
Sure. Yes, I think you said it correctly. So we did see a little bit of acceleration from an order perspective in the first quarter, probably the first half versus what we normally see from some of the smart homes provider. So from a site perspective, probably about a $10 million benefit for the quarter. They're not hugely material to DuPont raw materials. I think they're [indiscernible] segment. If you look at the full year, we've got Interconnect Solutions. We expect to be up kind of in the mid-single digits, so it will normalize as the year goes on. Part of that is due to very strong comps from last year. So if you recall, in the fourth quarter of last year, we [indiscernible] interconnect as some of those producers pulled some volume into 2020 as well.
Jeff Sprague:
And then secondly, Ed, just on the M&A front. You're able to acquire Laird here at what looked like a pretty decent price. And I just -- I've noticed there's been a few deals going on kind of in some of the spaces I travel that the valuations actually, all things considered, are not off the chart. So I just wonder if you're seeing that kind of what your confidence level on being able to do bolt-ons here at a reasonable valuation as we progress through the year?
Ed Breen:
Yes. So Jeff, we're looking at a couple of bolt-ons. One of them is exactly what we've described the last couple of quarters in the water space. I think what we're looking at is very similar to Laird where with synergies, high confidence in, by the way, cost synergies, we can get it up at a multiple that makes sense for DuPont, or by the way, we just won't buy it. We just don't know that final answer yet. So yes, I think there's -- some of those opportunities are out there to do that in some of the spaces we really like there's going to be a great secular growth areas for us in the future. But I'm not talking huge things at this point in time. As I always say, we'll always look at transformative moves if it makes sense for the company -- there's something a couple long, and these are truly a couple bolt-ons in the hundreds of millions, not billions that we're looking at. But similar dynamic I would say to Laird. So maybe to your question, yes, those opportunities are there for us.
Operator:
Your next response is from David Begleiter with Deutsche Bank.
David Begleiter:
Can you talk a little more about Tyvek? You mentioned a shift back to the more traditional industrial business going forward, I guess, versus some tough comps versus a year ago in protective?
Lori Koch:
Yes. I think what we had mentioned about Tyvek in the quarter was garment volume. It adds, it wanes, it picks volume back up in some of the more medical or industrial end markets. And so from a demand perspective, there's not a headwind overall. The headwind that we saw in the quarter was more so around production capabilities. And so we have pushed some of our planned maintenance activity that was planned for 2020 into 2021 just given the COVID response that was needed in last year. And so that tamped down the volume that we were able to produce and then sell in Q1. If I were to size it, I would probably size it around $20 million of a headwind in general for Tyvek. And back on the comment on the garment demand potentially being mainly picked up by other end markets, it's a similar margin profile. So there's no headwind there from that perspective.
Ed Breen:
And we're sold-out on those assets. So as we move things around, it's not like we're picking up extra volume. Right now, we'll get the same margin impact. And that's why our biggest CapEx program is a new line over in Europe that will come on in 2023. It's our single biggest CapEx program, and we're flat out.
David Begleiter:
Got it. And just on working capital for the full year, where do you think you'll end up when it is all done?
Lori Koch:
Yes. I expect to drive improvement from where we were in the first quarter, and that will also translate to improvement in free cash flow conversion. So we'll continue to target greater than 90% of the year, which implies a significant improvement from where we were in Q1. So Q1 was really a function of the higher sales. So we were up about 8% in sales that translated to about a 7% increase in AR. And as I had mentioned, we were opportunistic in buying lots and we could get them. But surely, inventory increased. So I would expect on a full year basis, I might be in right now for working capital to be used, just given the top line growth as we're expecting, probably more so in the $200 million range. So improvement coming out of Q1. But I think more importantly, the measure that we pay attention to is net working capital term. And so we saw significant improvement last year to the June, ending the year at about 5.2 turns. We'll look to target about 5.3 turns as we close the year.
Operator:
Your next response is from Steve Byrne, Bank of America.
Steve Byrne:
Yes. This Water Solutions business of yours seems to be increasingly a growth engine for you. Can you split that growth between municipalities that are using your technology to purified drinking water versus industrial applications? And on the industrial side, do you see any opportunity down the road, not so much on the purification side, but on the filtrate side, such as trying to extract particular materials like lithium?
Lori Koch:
Yes. I think the growth, a lot of it is coming from the desalination side. Also, we have a large growing -- it's small today, but it's growing nicely opportunity within the residential space. And so we've now got the leading technology from all 3 applications between reverse osmosis, ion exchange and also filtration in our acquisition. So we feel comfortable, and as Ed had mentioned, continue to look at opportunities for us to expand our presence there. So I think filtration continues to be a large opportunity for us as well. So as Ed had mentioned, whether it's lithium or other types of filtration, we will continue to be a big player in that space.
Ed Breen:
Yes. I mean with all of us with our ESG goals out there in the industrial world, I mean, the secular growth opportunity here looks like it's going to be pretty awesome for the next couple of decades. So I mean we all have metrics we're trying to hit on clean water, and we all have these facilities around the world. So it should be a really nice opportunity. And by the way, one of the reasons we would like to grow this business organically and inorganically.
Lori Koch:
And I think about our opportunity in addition to ESG is the potential underneath the infrastructure plan that has targeted investments in the water filtration require a perfect purification space.
Steve Byrne:
And just to follow up on this Laird acquisition, and as you mentioned, some cost synergies, but do you -- how would you compare that opportunity versus your ability to maybe cross-sell since that will be a drop in and it's some different technologies and chemistries that you don't seem to have? So is it a cross-selling opportunity and/or maybe an expansion of some of their technologies into new end markets? Do you see any opportunities to do that as well?
Ed Breen:
It's definitely -- look, we bought it on the cross-sell, i.e., when you get right down, the way it broadens out the portfolio very significantly in a couple of key technology areas that are needed as there's more advanced technologies coming here, especially thermal management being a key one. So look, the closer we're delivering our -- just going to go at it real quickly just to get it out of the way, but we want it for the growth opportunity, the cross-sell opportunity to be able to bring more solutions to our customers. Remember, in that business, we have a lot of application engineers that are resolving customer issues. And with shrinkage in size of all these components, some of these technologies become more and more important. And so that's the reason we bought it strategically, we think it's a great fit. It's where the industry is headed. And it's more of really the growth reason in that business, but we'll get the cost synergies. So we bought it at a nice number from a multiple standpoint.
Operator:
Your next response is from John Roberts of UBS.
John Roberts:
Ed, my understanding is IFF has recommended against you going on to the IFF Board. Are there any remaining connections between DuPont and IFF that would create a conflict? Or that's just the position they have against previous management being on the Board of a new owner?
Ed Breen:
Yes. So usually, John, it's an issue of CEO sitting on 2 boards, external boards. But I think in general, and by the way, they have -- also have the issue you just raised. My thoughts, in general, our investors understand why I'm doing it. I don't need to do other things in my life. But I think they understand it, it's very important to me and to DuPont that this goes well, we go opening more than half the company is what we put into IFF. So it's extremely important to our shareholder base. So I think it's morally the right thing to do. But under the definition by an independent director, there's absolutely no doubt about that. And it's very similar driver on the Corteva Board, the help and the transition there. I don't see this is any different than I think it's the right thing to do.
Operator:
Your next response is from Mike Sison, Wells Fargo.
Mike Sison:
I just want to get a little better feel for the second half. EBITDA does -- looks like it's going to grow high single digits. And just curious, do you expect demand to improve in the second half as the pandemic sort of subsides, hopefully? And is the lower growth rate more maybe raw materials and other issues? And then longer term, what do you think the EBITDA growth potential for the new DuPont is?
Lori Koch:
Yes. I think the potential lower growth in the second half is really just a comparison. So obviously, the second half -- second quarter is going to be the largest year-over-year growth driver for us just given that was the lead point of last year, and then we approved as the year went on. So I don't see a material change in the actual EBITDA number kind of similar to the revenue conversation we had earlier, so I think a similar environment. As I've mentioned earlier, from an end market perspective, we're generally that and even above 2019 in those cases, the full year guidance that we had out there has our revenue up 6% versus 2019. And the guide that we put, I think, was the EBITDA kind of low teens. And so we're generally back and then the markets that are weak are really just a handful. And they're more around the aerospace which is up off the bottom, but still off of 2019 and commercial construction, which in the aggregate don't make up a material portion of our portfolio.
Operator:
Your next response is from Arun Viswanathan, RBC Capital Markets.
Arun Viswanathan:
Great. I'm just curious now that the portfolio, you've gone through health and nutrition or the separation thereafter you've made some acquisitions here to bulk up E&I, you separated into new segments as well with water. What else are you guys thinking of as far as continued kind of portfolio management? Also the noncore is mostly out. Is the business kind of operating at a level that you're comfortable with? I know you've also undertaken a lot of cost reductions. But maybe strategically, you can just give us your thoughts on maybe some of the next steps as you see moving forward for the new DuPont.
Ed Breen:
Yes. Look, I would say, short term here, we're very focused operationally running the company. But remember, we just closed the N&B transaction 2 months ago. It seems like forever, and there's a lot of heavy lift there. We still have to finish cars and do the 3 noncore businesses, which we'll get out after mid-year out of the portfolio, and that will bring in $900 million of proceeds. So we still have a heavy lift going on there. And then remember, at the same time, we're going to be starting the integration of the Laird business into the portfolio. So we definitely got a lot of that type of work, in addition to looking at a couple of targeted M&A opportunities as I had mentioned. So -- but I think that has a lot going on portfolio-wise still this year and with all of the issues we talked about managing raw material inputs and pricing through all that in a kind of a crazy but fun year. We've got our hands full. So I'd say portfolio kind of getting to kind of where we want it. Again, we would never take off the table looking some transformative things. But generally, cleaning up the noncore, getting Laird in and operationally, really just knows as a grindstone here.
Operator:
Your next response is from Alex Yefremov with KeyBanc.
Alex Yefremov:
Could you elaborate on the share gains in the CMP slurry? Did you introduce new products there? And do you expect additional share gains in this product or maybe anywhere else in semiconductors in coming quarters?
Lori Koch:
Yes, I.t really comes from the new products we had mentioned within CMP slurring lithography also within company in the advanced packaging space. So if you look at our revenue performance within semiconductor technology versus where the market does, we were up about 18% in total. We estimate FSI, which is the market indicator that we look at, which is the amount that we first produced was probably up about 9% in the quarter. We think we got about 4% or so just from where we play. So some of the spaces within the semiconductor space grew higher than the market average. And then the remaining 4% would have been from that share gain perspective.
Operator:
At this time, there are no further questions in the queue. Thank you.
Leland Weaver:
Thank you, everyone, for joining our call. For your reference, a copy of our transcript will be posted on the DuPont website. This concludes our call.
Operator:
This concludes today's conference call. Thank you for participating. You may now disconnect.
Operator:
Ladies and gentlemen, thank you for standing by. And welcome to the DuPont Fourth Quarter 2020 Earnings Call. At this time, all participants are in a listen-only mode. And later, we will conduct a question-and-answer session. Thank you. I would now like to turn the call over to Leland Weaver to begin.
Leland Weaver:
Good morning, everyone. Thank you for joining us for DuPont's fourth quarter 2020 earnings conference call. We're making this call available to investors and media via webcast. We have prepared slides to supplement our comments during this conference call. These slides are posted on the Investor Relations section of DuPont's website and through the link to our webcast. Joining me on the call today are Ed Breen, Chief Executive Officer, and Lori Koch, Chief Financial Officer. Please read the forward-looking statement disclaimer contained in the slide. During our call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risk and uncertainty, our actual performance and results may differ materially from our forward-looking statements. Our 2019 Form 10-K, as updated by our current and periodic reports, includes detailed discussion of principal risks and uncertainties, which may cause such differences. Unless otherwise specified, all historical financial measures presented today exclude significant items. We will also refer to other non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure is included in our press release and posted to the Investors page of our website. I'll now turn the call over to Ed.
Edward Breen:
Thanks, Leland. And good morning, everyone. I will provide comments on the tremendous progress we made on several strategic priorities during the fourth quarter of 2020 and the start of 2021. But first, let me give my appreciation to our employees and partners around the world who rose to the occasion day after day in the face of extraordinary circumstances. 2020 presented us with the challenges of a global health pandemic, social and political unrest, and the worst economic conditions in many years. Despite these challenges, our teams remained focused on health and safety, delivering for our customers, strengthening the financial position of the company and continuing to drive our strategic priorities forward. It is because of our commitment of our employees that today we're able to announce strong financial results, as well as significant progress on critical milestones to make DuPont a premier multi-industrial company equipped for growth and value creation. Starting on slide 2, on February 1, we announced the completion of the merger of our N&B business with IFF, creating an $11 billion industry-leading company in the food and beverage, home and personal care and health and wellness markets. The new IFF will have unmatched capabilities to deliver for customers, with leading positions in markets such as nutrition, probiotics, soy proteins, flavors and fragrances. The combination of these complimentary portfolios puts IFF at the forefront of highly valued consumer ingredients companies that work closely with customers to meet the growing demand in areas such as all natural, clean label, and sustainability. The combined management team has planned and prepared for this integration, and they are committed to delivering for all stakeholders. They are already executing on a playbook to capture both the cost and revenue synergies, enabled by the combination. I am now on the IFF Board, and I look forward to coming into the lead director role this spring to continue overseeing the transformation of IFF. This transaction also unlocks significant value for DuPont and our shareholders. Earlier this month, we received about $7.3 billion in cash, which enables us to further strengthen our balance sheet by reducing our long-term debt and gives us the flexibility to continue generating shareholder value. As you know, we separated the N&B business through a split-off transaction in which DuPont shareholders were given the option to tender their DuPont shares in exchange for shares in IFF at a ratio of 0.718 shares of IFF for every share of DuPont. The exchange offer was fully subscribed, and all shares that were tendered were retired by DuPont, resulting in a reduction of 197 million shares or approximately 27% of our outstanding shares. This was a very efficient process for DuPont to get shares out of the market with zero cash outlay. In closing, customers are excited about the potential this strategic combination can deliver in terms of being a partner of choice, R&D capability, and innovation. Additionally, our N&B colleagues are energized by the opportunities before them. And we wish them continued success as they embark on this exciting new journey. Slide 3 highlights the impact of other actions we took throughout 2020 to strengthen our balance sheet and position the company to continue generating shareholder value for a disciplined financial policy. As Lori and I came into our roles in February of last year, and with the initial indications of a global pandemic soon thereafter, we quickly implemented actions to improve working capital and tensioned capital expenditures across each business and function. We achieved a $850 million improvement in working capital and reduced capital expenditures to $1 billion, a reduction of nearly $300 million from our initial targets for the year. Combined, these actions enabled free cash flow conversion of more than 150% for the year. These actions, combined with proceeds from non-core divestitures, enabled us to close the year with zero commercial paper balances, a reduction of more than $1.8 billion. We expect to further reduce our debt balances by using $5 billion of the cash received from the IFF deal. We have already retired our $3 billion term loan and plan to redeem the $2 billion notes in May. We closed the year with greater than $2.5 billion of available cash. And as I mentioned, we expect to have $2.3 billion of cash remaining from the IFF transaction. Combined with the continued strong cash generation and further proceeds from non-core divestitures, we are heading into 2021 in a very favorable liquidity position with no debt maturities due until the fourth quarter of 2023. As we look to uses of our available cash in 2021, our financial policy will remain disciplined and balanced, maintaining a strong balance sheet, growing the company through investments in CapEx and R&D, acting on strategic M&A targets and returning value to our shareholders. We remain committed to maintaining our strong investment grade credit rating and are pleased that we have a stable rating from all the major agencies. We also look to continue our CapEx at about 5% of sales and R&D spending at about 4% of sales for 2021. With regards to dividends, we intend to maintain our current quarterly per share dividend of $0.30 per share. Going forward, we will target a payout ratio between 35% and 45%. And we will work with our Board to increase our dividend annually as we grow earnings. Finally, share repurchases remain an important component of our financial policy, and we intend to resume buybacks utilizing our existing plan, which still provides authorization up to $1 billion. We are also actively evaluating a couple of acquisition targets, which will enable even further acceleration of growth in key end markets. As we move through the year, we will redeploy our excess capital in ways which maximize shareholder value. Turning to slide 4, we also recently signed agreements to sell our Clean Technologies and Solamet businesses, and we expect these transactions to close by mid-2021. Combined with the sale of the Biomaterials business, we anticipate more than $900 million in pretax proceeds from non-core divestitures this year. Our priority of active portfolio management has focused our portfolio and generated significant cash for the company. Since June 2019, we have divested or signed agreements to divest nine businesses, in addition to the separation of N&B, generating over $2 billion in gross proceeds. Additionally, exiting these businesses removes a significant amount of cyclicality from the DuPont portfolio and eliminates much of the volatility that was often in our non-core results. With the agreements on Clean Tech and Solamet, we have divested a substantial portion of the non-core segment. We will wind down the non-core segment reporting in the first quarter of 2021 and report our results in three reportable segments going forward as we announced last week. I'll ask Lori to provide more color on our new segments, as well as detail on our financial performance, but let me close with a few comments on the settlement agreement that DuPont and Corteva reached with Chemours. I am pleased that we have reached an agreement that I believe is in the best interest of all three companies. For DuPont, there were a few key principles. First, it was important that any settlement agreement capped our share of any potential liabilities as it defined them out. We also have a long-term agreement with the building of an escrow account over the term to provide stakeholders of all three entities the confidence that the parties to the agreement will be able to satisfy the respective obligations if they were to materialize in the future. The agreement we announced met these principles and was a key step in reducing the uncertainty around potential legacy PFAS liabilities. The other aspect of what we announced a few weeks ago was the settlement of the remaining Ohio multi-district PFOA litigation. Our portion of the settlement is $27 million. To be clear, we continue to believe any exposure for DuPont related to potential legacy PFAS liabilities is contained due to heritage DuPont's limited manufacture and use of PFOA and the fact that we never made firefighting foam. Having an agreement with Chemours and Corteva enables us to work together as we move forward. With that, let me turn it over to Lori.
Lori Koch:
Thanks, Ed. And good morning. With the completion of the N&B transaction on February 1 and the substantial progress we made on non-core divestitures, we announced our new segment reporting structure for DuPont going forward. We will be aligned around three business reporting segments, Electronics & Industrial, Water & Protection, and Mobility & Materials. Our new segment structure combines businesses with common financial characteristics, enabling clear line of sight and more effective allocation of resources across the company. Each business has a meaningful growth profile with a management team that understands how to best execute on its priorities and deliver for shareholders. We will move the following businesses to the newly named Electronics & Industrial segment – Kalrez, Vespel, medical silicones and Molykote, each previously reported in our T&I segment. We will move the Teijin Films joint venture, the Microcircuit Materials business, and the Tedlar business to our T&I segment, which will be renamed Mobility & Materials. Each of these was previously reported in our non-core segment. Safety & Construction will be renamed Water & Protection to highlight our market-leading water business that we have grown both organically and inorganically over the past few years. As Ed mentioned, we will wrap up the non-core segment as part of our first quarter reporting. We will report the results of the Biomaterials, Clean Tech and Solamet businesses in our Corporate segment until the divestitures are complete. I'll cover our fourth quarter results on slide 6. As Ed did earlier, I'd like to acknowledge the significant efforts of our teams in delivering a strong fourth quarter, a capstone to what was an incredibly productive year. We set working capital and CapEx targets and challenged our teams to enable the reduction of commercial paper balances to zero at year-end to improve our leverage heading into 2021. Our teams delivered once again. Net sales of $5.3 billion was flat versus the fourth quarter of 2019 on an organic basis and ahead of expectations we had set at the start of the quarter. Demand for our technologies and smartphones and semiconductors remained robust through the quarter, with no seasonal decline in smartphones as we typically see in the fourth quarter. Also contributing to the strong fourth quarter was further recovery in the automotive market. At the start of the quarter, industry benchmarks suggested fourth quarter auto builds would be down low-single digits. However, with over 23 million automobiles produced globally, the fourth quarter was the strongest production quarter of the year, up 3% versus the fourth quarter of 2019 and up about 14% versus the third quarter of 2020. Our teams navigated a challenging raw materials environment across the polymer space to deliver volume growth in line with auto builds on both a year-over-year and sequential basis. The end markets within S&C were very similar to the third quarter and consistent with our expectations. Demand for our protective garments continued to be strong, with garment sales up nearly 50% versus the fourth quarter of 2019. The aramid side of our safety business was up versus the third quarter on a sequential basis, but continues to see year-over-year declines in volume as a result of the pandemic impacting demand for aerospace, oil and gas, and other select industrial applications. Similarly, the environment shelter solutions remained consistent with what we saw in the third quarter, with strength in do it yourself applications and continued recovery in residential construction, offset by faster commercial construction demand. Shelter sales were up slightly on an organic basis in the fourth quarter. And demand for water filtration technologies remained strong across the world. However, our fourth quarter results were impacted by the timing of some shipments at year-end, resulting primarily from orders associated with capital projects. We will capture this demand in our first quarter results and return to mid to high-single digit growth. Likewise, results for the N&B segment were in line with our expectations, with ongoing demand strength in probiotics and home and personal care markets, offset by the continued softness in biorefinery and microbial control. From an earnings perspective, we also delivered a strong quarter, driven by improved volumes and the delivery of approximately $130 million of non-manufacturing cost savings, which enabled expanded EBITDA margins in each of our core segments in the quarter. Excluding approximately $160 million of discrete gains in the fourth quarter of 2019, we delivered operating leverage with mid-single digit operating EBITDA growth. From a segment perspective, T&I delivered operating EBITDA margins of 31.6% on strong volumes and cost reductions. T&I delivered 310 basis points of operating EBIT expansion on higher volumes, tight cost control, and lower raw material costs, offset by year-over-year pricing pressure. Likewise, S&C drove operating margin expansion of 40 basis points through cost control and favorable product mix, more than offsetting the impact of lower volumes. N&B operating margins expanded 100 basis points versus the fourth quarter of 2019, led by favorable product mix and non-manufacturing cost control, more than offsetting raw material price increases and costs associated with the planned slowdown production across the N&B network to properly manage working capital. Adjusted EPS of $0.95 per share was flat with the prior year. Savings from both structural and temporary cost reductions and benefits from a lower tax rate were offset by pricing headwinds and a headwind of approximately $0.17 associated with the prior-year discrete items. We also delivered robust free cash flow in the fourth quarter, driven by controlled CapEx and working capital improvements. We closed the year with CapEx on target at $1 billion and approximately $850 million in working capital improvement, well above our target of $500 million for the year. Looking forward over the medium term, we continue to believe we have additional opportunity to improve our working capital turnover, primarily through better supply chain management through the use of data analytics. Slide 7 provides our financial outlook for both the first quarter and full-year 2021. Our guidance reflects DuPont on the new basics excluding N&B as it will be reflected as discontinued operations when we report our results. We have provided recast first quarter and full-year 2020 results excluding N&B for comparison purposes. Later this month, we will release fully recast segment results for 2018 and all quarters in 2019 and 2020, reflecting the segment realignment, the elimination of the non-core segment and reflecting N&B as discontinued operations. Our guidance also includes a full year of results for the three non-core businesses we have signed agreements to sell, and we will reset expectations as they close. For the full year, we expect net sales of $15.4 billion to $15.6 billion, an increase of 8% at the midpoint, and operating EBITDA of $3.83 billion to $3.93 billion, an increase of 13% at the midpoint. We expect operating EBITDA margin improvement of approximately 100 basis points, driven by the impact of improved volumes and the remaining benefits of our structural cost actions we put in place last year. These gains will be partially offset by anticipated return of some 2020 temporary cost reductions. Adjusted EPS of $3.30 to $3.45, an increase of 68% at the midpoint versus 2020 adjusted EPS of $2.01 per share, reflect stronger segment earnings and lower interest expense, which is enabled by the paydown of our debt balances, including commercial paper. Our adjusted EPS also reflects the reduced share count resulting from the exchange offer that closed on January 29 in connection with the separation of N&B. As a reminder, this took out about 197 million DuPont shares. This results in a weighted average share count for the year of 555 million. This excludes the benefit of any future buybacks. With that, let me turn it over to Leland to open the Q&A.
Leland Weaver :
Thanks, Lori. Before we move to the Q&A portion of our call, I would like to remind you that our forward-looking statements apply to both our prepared remarks and the following Q&A. We will allow for one question and one follow-up question per person. Operator, please provide the Q&A instructions.
Operator:
[Operator Instructions]. Our first question comes from one of Jeff Sprague of Vertical Research Partners.
Jeffrey Sprague:
Congrats on getting a lot done in a crazy tough pandemic year. Question for me is really just thinking about kind of the way the company now is reconfigured post N&B. Ed, you mentioned M&A a little bit in your prepared remarks. I just wonder if you could elaborate a little bit more on kind of the balance between opportunities for organic investment in the areas that you're strategically focused and what the M&A pipeline and/or kind of magnitude of activity on the M&A front might look like?
Edward Breen:
As Lori highlighted, we were expecting 8% revenue growth in 2021. So, we feel like it's going to be a robust year for us. And key for us is our 4% spend on R&D. So, that's clearly number one. And we're very focused on the secular growth areas within the portfolio where we're spending the R&D. So, we feel like we're going to have very good results organically as we move forward in the new configuration. The way we're looking at M&A, I'd say, look, there's two targets that we're presently working on. I don't know if we'll be able to consummate them or not. We're not going to stretch to get them. We're going to make sure the numbers work for us. And we're going to make sure that numbers work on the cost synergy side, not taking into account revenue synergies, even though the couple that we're working on do have revenue synergies. So, we'll see how that plays out. We're actively in that right now. They're right down the middle of the plate in a couple areas that we already participate in. We're not going to do anything on the M&A side that's a new segment or anything like that. But we feel like there's some good consolidation opportunities right where we have our strengths and right where we have great relationships with customers. So, that's how we're looking at it. And as we highlighted, we are – even though we just took 27% of our shares out of the market, not using any cash, we do have still $1 billion open on our authorization. So, we're going to get back in the market and start repurchasing shares. We have a Board meeting coming up in the next month. And that will be a topic that we will have with the Board, share buyback versus mix of M&A that we're planning on doing during the year.
Jeffrey Sprague:
As a follow-up, actually unrelated, different topic. This global semiconductor shortage fire drill that's going on, can you just kind of address how that impacts you? I'm sure it's going to impact auto production builds. It might hurt you on one side, but you’re your kind of supply and the response on the other. Maybe you could just kind of tie that together for us.
Edward Breen:
I think it's going to affect the auto builds. I think the forecast out there is 650,000, 700,000 cars that'll be reduced by because of the shortages out there. But, Jeff, we're running full tilt on the semi side. And quite frankly, the whole electronics segment is running full tilt. As Lori had mentioned, even the smartphone demand where we – gee, that did not even soften up in the fourth quarter, and usually seasonally that even declines. So we're pumping out as much as we can. But definitely, there's some slight slowdown, but the car production is still hot and heavy even with that 650,000 unit reduction. And hopefully, that works its way – those issues work its way through during the first quarter. So, we're seeing a little bit there. But again, I think our forecast is very solid for what we're going to do in the electronics business and the semi. We're also seeing some headwinds on raw materials in the T&I business, which also somewhat relates to the auto business. So, we lost a little bit in volume in the fourth quarter and we'll lose a little bit of volume in the first quarter because of those constraints. But again, our forecast still is very solid and we're pretty much running full tilt there also.
Operator:
Our next question comes from the line of Scott Davis of Melius.
Scott Davis:
What changed that got you to keep the non-core businesses, the Microcircuit, the Tedlar and the films JV? Is it just the timing issue and they may still be for sale? Maybe I'll just leave it at that and let you explain.
Edward Breen:
Scott, they are businesses that are kind of down right now because of the end market. So, take the Tedlar business, somewhat aerospace exposed. They're good businesses. Lori and I did really a study of all the non-core businesses and decided we have some really nice upside. And the businesses we're moving into T&I – T&I, that team is really great operators, which is exactly what's needed here. So, we think there's nice upside coming in these businesses. It was not – it wouldn't have been productive to sell them. I don't think it would have been good for our shareholders. And we see some good long-term trends there. So, we made this decision strategically to hold on to them and don't expect them to be up for sale during the year. That's not what we're doing. We're putting them in there and we're going to run them.
Scott Davis:
Ed, you just talked about T&I having some challenges, obviously, with obvious things that Jeff brought up. The pricing headwinds, I would imagine you're able to capture some of the some of this back in price, just takes a little bit of time. Is it as much of a mix issue as price issue when you say pricing headwinds? Or is it, in fact, just explicitly price?
Edward Breen:
No, the headwinds in T&I are really constraints, raw material constraints that we're having. [technical difficulty] we're going to have a very nice first quarter in T&I, but we could have more upside. I think we're going to – we think we're going to miss out on about $60 million to $80 million in sales in T&I because of raw material constraints in the first quarter. Now we think we'll get a lot of that back. We won't lose it because the whole industry is having a few issues there. But specifically to your question on pricing, things have firmed up very well. It's a constructive market for pricing as we've entered the first quarter. I think you'll see price increases in the industry across the board. But a lot of that won't kick in until you get it – by the time you put it in place with contracts with customers, usually 30 days, 45 days, you'll probably see more of that kick in in the second quarter. But it has turned very constructive at this point in time on the price front.
Operator:
Our next question comes from the line of Steve Tusa of J.P. Morgan.
Stephen Tusa:
Just following up on that last question from Scott on the price side. I guess for the old T&I segment, what are you assuming for price? Or if you just want to talk about the new mobility. However you want to kind of look at it. But what are you assuming for kind of price mix for the year there?
Lori Koch:
For the quarter, we hit the quarter first of what we had guided to in the slide for the new M&M segment, we will see sequential improvement in nylon price. And so, we were down about 4% in Q4. We're looking at about 2% in Q1. So, there is some sequential improvement there. However, we still do expect to be down year-over-year just given that we were at still in a bit of a nylon run in the first quarter of 2020. So, as we go through the year, as Ed had mentioned, the pricing environment in nylon is constructive. We do have an awesome team that takes advantage of price. So, we do expect as we get to the full year that you could see positive price momentum as reported for the full year basis. Keep in mind, though, there are some raw material headwinds that Ed had mentioned that we're dealing with. So, some of that price most likely will be offset by escalating raws, especially as oil price is expected to pick up. There are some raw material headwinds that we will offset, but they could eat into some of the price appreciation that we would see.
Stephen Tusa:
So, like, flat kind of price costs for the year for you guys?
Lori Koch:
It will depend how the nylon dynamics plays out. Yeah. So, right now, I think we could hedge it, staying at about flat. But potentially with some upside, if the nylon and the end markets in auto continues to remain tight, there's I think a couple of recent force majeure in the industry that's making the price environment even more conducive.
Stephen Tusa:
You mentioned that you're kind of running full out to keep up with some of the demand on the electronics side. Are you going to have to add capacity at all, to keep up with this? Or are these just bottlenecks that are more temporary?
Edward Breen:
It's a combo of both, Steve. We're cranking out more and we're freeing up capacity with a lot of moves we're making on the factory floor. But we're also adding capacity with – our biggest single CapEx project is the Kapton expansion. We're running flat out on Kaptons. We could definitely ship more if we had more manufacturing capability. And that comes online as we go into 2022. And that's a big move forward. The Kapton is what we use for the 5G and the smartphones. And also, that's a major expansion coming along that we desperately [technical difficulty].
Operator:
Our next question comes from the line of Jonas Oxgaard of Bernstein.
Jonas Oxgaard:
Wondering about the capital allocation. So, you said you were going to seek board approval for more buyback? Can I ask what kind of range of buybacks will you be seeking?
Edward Breen:
Jonas, don't fully know yet. It's also partially going to be contingent on, do we do some M&A during the year. In aggregate, we're in a really nice spot here. We've got $5 billion to $6 billion of cash available to us as we close the three non-core sales that we've made, but haven't closed them yet. I think Lori mentioned there's still $900 million gross coming in during the first half of the year, in addition to the $2.3 billion excess from the IFF transaction and the $2.5 billion we have just coming into the year from non-core sales and operating cash flow. So, it's a really nice position to be in. And so, partially just in general on where we end up on the M&A front, not going to sit on cash through the [technical difficulty] big number. So, it'll either be M&A or buyback.
Jonas Oxgaard:
If you don't mind, you seem to have been focused on the transaction, getting the businesses back up and running, so when you're thinking of 2021, like as the CEO, what are your big focus areas for the year?
Edward Breen:
Operational excellence if I just put it in two words. I think we have still nice runway for a lot of improvements. One of the areas that Lori and I are spending a lot of time on is really our throughput at our facilities. We think we have gross margin runway to improve. It's not – I think we're best in class when it comes to overhead cost structure if you benchmark us against the very best peers. So, that's not our opportunity, although we always look for ways to optimize that. But the key for us is the gross margin line. We want to move that up over time to 40%. We've been running kind of 35%. We're installing a lot of digital analytics at our facilities. We spent about $15 million last year on data analytics tools. This year, we budgeted $30 million. So, you kind of see how we're ramping there. A lot of it's on the supply chain and manufacturing efficiency. We're putting in some tools on smart demand forecasting, process optimization uptime, and we're seeing some real benefits from it. So, that's a huge focus area for us this year.
Operator:
Our next question comes from the line of John Inch of Gordon Haskett.
John Inch:
How are you thinking about working capital improvements from here? I think you'd called out, correct me if I'm wrong, $1 billion long-term potential, but you just did over – around $850 million for 2020. And does working capital have to come back, let's say, in 2021 as your businesses cycle back, which I guess – it's probably a good problem to have actually.
Edward Breen:
Yeah, it is a good problem, John. I think when you're going back into an up environment here, I really look at it from what are the turns doing. And we took our turns from 4.3 turns going into last year to we exited the year at 5.2. And it's an $850 million improvement. And our plan this year is to slightly improve our turns from the 5.2. But not a lot this year, but slightly. And that would be a victory for us.
John Inch:
Would those areas where the turns are higher correlate, Ed, with what you just stated as the sort of five points of runway overall for gross margin? So, I was going to ask you that too, the gross margin, is it comparable by segments, that 5 points, 35% to 40%? Or how does that delineate across three segments?
Edward Breen:
No, the biggest opportunity is S&C. And it's also got our heaviest manufacturing footprint. So, between Nomex, Kevlar, and Tyvek, they are our biggest opportunities in the business. They are our biggest facilities. We definitely know we can improve our uptimes, our turnaround times. And that's the number one area we're working on. By the way, it's across the board. But the biggest opportunity is there.
Lori Koch:
Same goes for working Capital. A lot of the opportunity still resides within inventory. I think our DSO is at a nice level. Indeed, our working capital, we can continue to improve and a lot of that back to the S&C or the new W&P business is where a lot of the opportunity lies.
John Inch:
No, it makes sense. Just as a follow-up, Ed, what's your appetite for doing something larger on the deal front in the next year or so? Maybe I was thinking, instead of just continuing to shrink DuPont, maybe even a possible asset swap with another company?
Edward Breen:
We always look at every opportunity. So, I don't think anything will get by us if there's something interesting. Let me just highlight on the M&A side, maybe just to size it a little bit for you. We could spend up to $2.5 billion on M&A. Now, things don't always work out. And as I said, we're not going to stretch to get something. So, you never know. But we're kind of looking in that kind of range, if it were to play out. So, just to kind of size it a little bit for you. But we always look at other alternatives. We get calls every week. If something makes sense, we'll study it.
Operator:
Our next question comes from the line of Steve Byrne of Bank of America.
Steve Byrne:
Ed, when you were talking about the PFAS liability settlement, you also commented that it's your view that your liability will be limited to the legacy DuPont facilities, given you didn't ever manufacture firefighting foams. Is there anything you can do to solidify that view? And the reason I ask is, in the past, DuPont's supported the initiative to have the PFAS grouping regulated under CERCLA. And under the old superfund days, CERCLE allocated costs according to the ability to pay, not necessarily to the contribution to the problem. And thus, is that a potential concern for you with regard to broadening this potential cleanup liability?
Edward Breen:
Yes. So, let me clarify that we have been supportive – we've testified in front of Congress, that if you designate it as a hazardous substance, we're totally in agreement with that. We'd rather have a national standard than every state doing their own thing. But remember, under the CERCLA or the superfund designation, it's very narrow who is responsible for it. It's where you disposed of the material. And the party responsible either had to be the site owner or the past site owner when it occurred or the person that arranged to transport it to that location. That is the definition under the CERCLA which is very narrow. You have to be one of the players that did that. DuPont – by the way, we have four sites where we used it as a manufacturing agent. And we disposed of it on our own sites with, by the way, approval to do that. One of our sites is 800 acres. One of them was 1,500 acres. And that's why we had so much ground. That's where the disposals occurred. So, we're very contained where we did it. There's already cleanup going on with government authorities approving what we're doing. And it's been ongoing for quite a few years. And we never obviously dispose the firefighting foam anywhere in a dump or anything because we didn't make it. As the facts keep coming out, it'll get narrow and narrow here. And then we'll, as I've said before, and I don't want to get into too much detail, it's a little bit proprietary, but we'll look at a way to hopefully contain the firefighting foam issue, so our investors understand the limited or no liability that sits there based on what we did as a company. We're very focused on it. As you can see, we said there was a three-pronged approach, we just did two of the pieces. So, with the announcements we made, with the agreement between the three companies and settling the rest of the Ohio MDL for really very little in the scheme of things. And so, now we'll focus on this firefighting foam piece of it. Remember, also, we have been sued in states we don't even have anything in the state – State of Arizona, the State of New Hampshire. We don't even have a facility there. We didn't do anything there. So, the facts will keep coming out here. And then, hopefully, we'll get resolution and hopefully something by the end of 2021.
Steve Byrne:
And now that N&B has been separated and you've reshuffled the segments and you've accomplished a bunch in the last year, just curious, how long do you see yourself remaining the CEO? And is there a process underway that that could change?
Edward Breen:
Well, I just signed a three-year contract, I don't know, a month or two ago. So, at least that period of time. So, no process in place. I'm very excited for the next few years.
Operator:
Our next question comes from the line of Bob Koort of Goldman Sachs.
Robert Koort:
Ed, I'm curious, this maybe was asked in other ways, but when you think about sort of what your aspirational peer set was, and there's some pretty good variants still in the valuations of your individual businesses, even though you've obviously made some great progress, you've cleaned up some of the non-core stuff of portfolio, you've maybe diminished the angst around PFAS, what do you sort of see as the strategic options to narrowing that variance from a valuation standpoint?
Edward Breen:
Well, it's one of the reasons we continue buying back shares. If you look at our multiple, whatever it is, 13 times, and I stare at ITWs and Honeywells and Eaton and we're just as good a company. I think part of it is, we've got to continue to post consistent results. I think consistency and people not having to worry, I think, means a lot in the multiple. I've been doing this for a long time. And I've been saying that for over 20 years. So, I think we just keep posting good numbers and I think we continue to close that gap. And I think we're going to benchmark very well this year. All our metrics vis-à-vis those other very good competitors, by the way, and multi-industry companies. So, there's a gap to that peer set for us of 400 to 500 basis points. And I truly don't believe that discount should be there at all. And so, we'll continue to prove that out during 2021.
Robert Koort:
You mentioned a few markets that have been quite hot. Obviously, you've got a few in the portfolio, end markets that are maybe more of a post pandemic glide path. Can you give us an update on how you see things progressing in energy or maybe aerospace or some of these other businesses that are going to take a bit longer to recover?
Edward Breen:
If I describe at high level, and maybe if Lori wants to give a little more detail, some of those, the oil and gas, aerospace, they dropped 30% to 40% on the revenue line. And our gut is we kind of glide back up, get half of that back in kind of 2021. That's kind of how – if you just put them all together, that's how we would look at it. So, we still would be down from 2019 levels in those end markets. And oil and gas, specifically, and aerospace, as you mentioned, would be two of those. So, that's kind of how I would look at it.
Operator:
Our next question comes from the line of David Begleiter of Deutsche Bank.
David Begleiter:
Ed and Lori, just on the sales guidance of up 7% to 9%, by segment, which would be above or below or in that range, do you think?
Lori Koch:
I'll give it to you on the current segment basis and then we'll remap it on the Q1 call when we have all of these recast on to get to the new segment basis. So, from the old segment basis, we would see T&I probably at this above that average 8%, just given all the strengths that we had mentioned earlier with the with the V shaped recovery in automotive and potentially some pricing tailwinds that could come our way. Ed had just mentioned, within S&C, is more of a delayed recovery to full 2019 levels within a lot of the aramid end markets that fell into oil and gas and aerospace, for example. So, they would probably be below that 8%. And we would say electronics right now right around that average. And so, very strong in the first half as we see it. We're watching the second half to see how the trends continue across semi, across the 5G infrastructure to see how we continue to trend there. Obviously, we posted very strong results in 2020, up about 8% in that segment. I'd say that's where you put it. So, T&I at the top, D&I right around the middle and S&C probably lagging the average for the company.
David Begleiter:
How was January? Was it above or in line with your expectations? And what are you expecting on seeing around Chinese Lunar New Year?
Lori Koch:
You hit the nail on the head with the Lunar New Year. So, January, it's hard to gauge from how the quarter is going to play out because it was strong, just given the timing of Lunar New Year from this year to last year. So, we're still comfortable looking at January results with the Q1 guidance that we gave. And we'll see how – we had mentioned that nylon price continues to play out as well as availability of raw materials within the T&I business to satisfy that demand. We'll see how much unconstrained demand we have at the end of the quarter.
Operator:
Our next question comes from the line of Chris Parkinson of Credit Suisse.
Christopher Parkinson:
Naturally, there are a few moving pieces heading into 2021 as well as 2022. But just given the current end market trends you're seeing and how they're setting up after that timeframe as it pertains to op leverage, mix, your efforts to just further improve your overhead structure and improve your cost profile, how should we just generally think about incremental margins on a segment by segment basis over that period versus how we used to think of them? Are there any major differences we should really be honing in on? Thank you.
Lori Koch:
I think on a steady state basis, there shouldn't be material difference between them. In 2021, it'll vary because of the recoveries and the different shape [indiscernible] of recovery. If we talk in a total company level, based on the guidance that we provided, you would see incremental margin sort of in the low 40s for 2021 over 2020 for the total company.
Christopher Parkinson:
And just as a follow-up, in terms of your water solutions portfolio, where do you see your largest strength heading into 2021 and 2022 in terms of product offering? And can you also comment on just any additional substrates, you feel, could potentially augment via M&A to further enhance the breadth of your offerings. So, just trying to get a better sense of the longer-term strategy within that portfolio? Thank you.
Lori Koch:
I think with the acquisitions that we made at the tail end of 2019, we now have probably the most complete portfolio in the industry. So, we've got technologies within ultra-filtration, reverse osmosis and ion exchange. And so, as we look forward to capture opportunities there, we're looking to provide not only materials into those individual spaces, but also a solution set and a solution play, more along the lines of a complete offering. As we look to M&A, we'll look to continue to round out that portfolio from both the tamping [ph] existing businesses as well as also potentially looking at a geographic play. So, obviously, a lot of the opportunity within the water spaces in more of the emerging regions and there are some M&A plays that we can utilize to take advantage to solidify our footprint in some of those geographies.
Operator:
Our next question comes from the line of John McNulty with BMO Capital Markets.
John McNulty:
Just a follow-up on the water treatment side or the water solutions side. So, you indicated there were some order delays just around capital projects being delayed, I guess, can you quantify that a little bit or kind of frame it for us a little bit? And also, can you speak to the visibility that you have in this business? How far out you can actually see and how you see 2021 as a whole playing out this year?
Lori Koch:
If we size kind of the headwinds that we saw in Q4, so as we had mentioned, the capital delays, there were also some logistical delays in the quarter, availability to get shipping out the door. It was probably about $15 million for the fourth quarter. So, as we look at January results, they were strong, they were again up about 6%. We're looking for the quarter to return to that mid to high single-digit growth within water. And for the year, generally, that levels as well. So, we're confident in the go forward portfolio there. We just had a little bit around a capital project delay. And as I had mentioned, logistics. As far as visibility is concerned, we have back-end loaded order patterns. And so, a lot of the sales go into large capital projects that tend to be pushed to the back end of the quarter. And so, our visibility there on those larger opportunities is a little bit more limited than some of the shorter-term opportunities of selling materials into, like I had mentioned, reverse osmosis and ion exchange.
John McNulty:
Just a follow-up on, Ed, your comments earlier around the hope of getting the gross margins to – at some point, getting them pretty close to 40% or above, with a lot of that tied to or it sounds like a disproportion amount tied to S&C. So, I guess just back of the envelope, that kind of says S&C starts to see margins at some point in the low to mid 30s, which is obviously a notable jump from kind of where we are. I guess, is it just operational improvement that gets you there? Is it mix improvement as some of these higher margin businesses, like water, really start to accelerate? I guess, how do you get to those types of levels, if that's what you're really targeting, say, over whatever over the next two to three years?
Edward Breen:
S&C, I would target it more towards the high 20s EBITDA margin because not all of the opportunity is in that business. But it is the biggest single piece. And I would say the single biggest thing then in there is the factory optimization or up times or throughput on those assets. So, that the biggest area and that's where we're putting a fair amount of focus on digital tools going into to help us there. But I think that business should be a high 20s EBITDA type of business over the medium term here, and we can definitely run it there. But it's mostly on the factory optimization piece.
Operator:
Our next question comes from one of John Roberts of UBS.
John Roberts:
Ed, do you have to reset some of your sustainability targets here with the N&B business going away because, obviously, that was the greenest of the DuPont businesses? No, we don't, John. We have our targets laid out by segment. They are public, obviously. So, you can go look at all of them. No, it doesn't really change what we're doing and what we've laid out. But I guess, overall, it does for DuPont because you're taking 30% of the EBITDA out those businesses, but we have targets laid out by division and then totally for the company. And it's a big focus area for us this year. I don't think we've said this publicly, but we've actually put sustainability in our bonus structure this year. It's a modifier of 10% in either direction in what the bonus payout would be for the company based on targets that we set with the board. So, I'm happy and I'm glad that we've put that in place also, so all our employees know the importance of it to us. They hit the goals that we've laid out.
John Roberts:
Can you quantify at all what the raw material inflation number might be for 2021? What percentage up should we expect year-over-year? And what are the couple things that are going to be above the average to push that high?
Lori Koch:
In total, I would quantify about $100 million of a headwind in 2021, with the predominance of it being within T&I and some of the nylon feedstock.
Operator:
Our final question will come from the line of Mike Sison of Wells Fargo.
Michael Sison:
Just one question. I guess in Transportation & Industrial, a lot of companies in polymer lands has talked about recycling, sustainability, recycled plastics and that type of offering. Just maybe give us your thoughts on where you participate in that trend. And then, is it maybe potentially an area for acquisitions to beef up that part of your portfolio?
Lori Koch:
I'll answer the second part first around the M&A opportunities right now. I would say they're more biased towards the electronics space. Within automotive, they could be biased towards getting us more of a footprint within the electric vehicle space. And then, obviously, as we had mentioned earlier, in the water space, rounding out that portfolio, taking advantage of the underlying growth trends within that space. I think as far as the recyclability within that space, I don't see that as a large challenge for our business. I think that more within the plastics space, I don't see that as a material driver of the overall new DuPont company.
Leland Weaver:
Thank you, everyone, for joining our call. For your reference, a copy of our transcript will be posted on DuPont's website. This concludes our call.
Operator:
Thank you, ladies and gentlemen. This does conclude today's conference call. You may now disconnect.
Operator:
Good day. Welcome to the DuPont Third Quarter Earnings Call. Today’s conference is being recorded. And at this time, I would like to turn the conference over to Leland Weaver. Please go ahead.
Leland Weaver:
Good morning, everyone. Thank you for joining us for DuPont’s third quarter 2020 earnings conference call. We’re making this call available to investors and media via webcast. We have prepared slides to supplement our comments during this conference call. These slides are posted to the Investor Relations section of DuPont’s website and through the link to our webcast. Joining me on the call today are Ed Breen, Chief Executive Officer; and Lori Koch, Chief Financial Officer. Please read the forward-looking statement disclaimer contained in the slide. During our call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risk and uncertainty, our actual performance and results may differ materially from our forward-looking statements. Our 2019 Form 10-K, as updated by our current and periodic reports, includes detailed discussion of principal risks and uncertainties, which may cause such differences. Unless otherwise specified, all historical financial measures presented today exclude significant items. We will also refer to other non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure is included in our press release and posted to the investor page of our website. I’ll now turn the call over to Ed.
Ed Breen:
Thanks, Leland, and good morning everyone and thank you for joining us. I’d like to begin by recognizing the tremendous efforts of our employees across the world to deliver another solid quarter in the face of this global pandemic. Lori will cover the specifics of the quarter shortly, but I’d like to take a few minutes to highlight our performance in a few key areas. The timely actions that we took earlier this year to protect our employees, ensure the safe operation of our sites, strengthen our financial position and do our part to combat the pandemic enabled us to deliver strong results this quarter. My senior leadership team and I closely monitor developments globally to ensure we are taking the right precautionary measures to continue protecting our employees, their safety and well-being remains our top priority. Our intense focus on safety has enabled all 170 of our global manufacturing sites to continue operating according to plan. This in turn has given us the ability to deliver for customers during a period of continued uncertainty. Additionally, our balance sheet remains strong. In fact, so far this year, we reduced our commercial paper balanced by approximately $1.4 billion to end the quarter with less than $400 million in CP, which was enabled by strong free cash flow and proceeds from the TCS and Hemlock divestitures we announced in September. Since the end of the quarter, we have further reduced our commercial paper balances and we look to make additional progress through year end. We also remain committed to doing our part to help during these unprecedented times. We continued to enable production of approximately 30 million Tyvek protective garments per month in an effort to provide healthcare and frontline workers with the protection they need to battle this global pandemic. I’ll cover more details regarding operational excellence on the next slide, but let me just say that I am encouraged by the progress we are making here. We continue to remove structural G&A cost and execute on our working capital improvements, which helps to drive our strong free cash flow and operating earnings improvements. We have moved faster and found additional pockets of G&A costs to streamline, enabling us to increase our expected cost savings from our 2020 initiatives from $180 million to $280 million. I am also pleased with the progress that we have made in advancing the N&B and IFF transaction, as well as the divestitures of non-core assets. In August IFF shareholders voted overwhelmingly in favor of the transaction and we remain on track for first quarter 2021 closed and we are targeting February 1st. With regards to non-core in September we announced the divestiture of the TCS business along with our equity interest in the Hemlock semiconductor joint venture for $725 million. Earlier this month, we also signed a deal to sell the biomaterials business for $240 million. These portfolio refinement efforts contribute to value creation by increasing cash flow, strengthening the balance sheet and focusing our portfolio in markets where we expect to see solid growth opportunity. Moving to Slide 3, I like to provide more specifics on the progress we’ve made, improving our cash generation and G&A productivity. Free cash flow conversion on a year-to-date basis was 140%. Through September, we’ve delivered approximately $1.9 billion of free cash flow versus $1.6 billion for all of 2019. This growth is primarily attributable to actions we have taken to reduce our capital expenditures and improve working capital. During the quarter, we significantly reduced inventory balances and the team is focused on reducing past due accounts receivable, also yielded positive results as we reduced our past due balances as a percentage of accounts receivable to 4%. We’ve also lowered planned capital spending for 2022, to approximately $1.0 billion, nearly $500 million less than 2019 levels. As a reminder, we did not reduce any safety related CapEx and have developed detailed plans for restarting our growth projects to ensure we are able to capture demand when markets fully recover. We delivered more than 185 basis point reduction in non-manufacturing costs as a percentage of sales in the quarter, mostly in G&A. Of the approximately $150 million of cost savings that we realized, $100 million was structural in nature. As I mentioned, we now expect our 2020 in period savings from current year actions to be $280 million, versus our prior estimate of $180 million. Our cost actions are targeted towards G&A expenses and are aimed at enabling a highly productive, appropriately scaled, cost structure. Growth through innovation remains a key component of our strategy. And we continue to invest in critical areas like sales, application development, and R&D so that we will be well positioned to capture growth when we fully emerge from the current market environment. Before turning it over to Lori, I just like to make a few comments on some of the sequential trends that we saw in the third quarter. We saw a 15% increase in operating EBITDA, as well as 200 basis point improvement in operating EBITDA margin versus the second quarter. This rebound was most significant within T&I, as global auto builds were up more than 60% sequentially, stronger than our expectations going into the quarter. Additionally, our third quarter decremental margins was approximately 31%, an improvement of approximately 1,400 basis points versus second quarter, led by strengthening topline and continued structural cost removal across the company. I’ll now turn it over to Lori to walk through some of the details for the quarter.
Lori Koch:
Thanks Ed. And good morning, everyone. Turning to Slide 4 and the financial highlights for the quarter, net sales for the quarter were $5.1 billion, down 6% organically and as reported. Portfolio was neutral as acquisitions in Water Solutions, offset divestitures in E&I and non-core. Likewise, currency was neutral in the quarter. Pricing was mixed across the portfolio with gains in S&C and non-core offset by price declines primarily in T&I. Price declines in T&I were down mid-single digits were in line with expectations. We expect similar T&I pricing through the fourth quarter as nylon 66 prices had generally stabilized in the back half of the year. On a regional basis, organic sales increased 3% in Asia-Pacific versus a year ago period, with declines in the other regions. China sales in our core segments improved 14% versus the third quarter of 2019 and 10% sequentially from second quarter 2020. I’ll provide additional color on our segment top line results on the next slide. We delivered operating EBITDA of $1.3 billion and adjusted EPS of $0.88 per share, well above expectations driven by better than expected top-line results in our E&I and T&I segments and more favorable product mix with continued strength in semiconductors, Tyvek protective garments and probiotics. Once again, our teams maintained strong cost control to deliver operating EBITDA decline in line with the sales decline on a percentage basis. Our decremental margin was approximately 31%, also ahead of our expectations heading into the quarter. Excluding approximately $60 million of costs associated with temporarily idling facilities, primarily in T&I and S&C as well as gains in both the current and prior year periods, our decremental margins were in the mid single-digits. A significant improvement from the second quarter, driven by the improving top line and continued structural cost takeout. As Ed mentioned, we are also delivering on our cash targets, free cash flow of approximately $1.9 billion through the first nine months of the year, led to a conversion rate of approximately 140%. In addition to the strong free cash flow, Ed mentioned the process we have made on the non-core divestitures, which enabled the reduction of commercial paper balances in the quarter. These actions have lowered our net debt position and improved our net debt-to-EBITDA ratio to below three times. Slide 5 provides more detail on the year-over-year change in net sale, consistent strength across semiconductors, probiotics, home and personal care, Tyvek protective garments and water solution, coupled with improvement in automotive and residential construction markets led to an overall organic sales decline of 6%, which reflect steady growth of the second quarter growth. Several of our businesses have market-leading products, which enabled them to succeed despite global challenges presented by the pandemic. Within electronics and imaging, semiconductor technologies delivered its third consecutive quarter of organic growth. Likewise, with Nutrition & Biosciences, our probiotics and home and personal care offerings continue to capitalize on robust global demand, each with double-digit growth in the quarter. Finally, within Safety & Construction, the Tyvek protective garment business is providing critical PPE to our medical communities and front-line workers. And the water business continues to provide market-leading innovation demanded by our customers. In the third quarter, sales in the water business are up low single-digits on an organic basis and up mid-teens percent as reported due to the acquisitions we have made in the space. We also saw market improvement in other key markets in the third quarter, most notably automotive and residential construction, which contributes to the sequential improvement in the top line. We estimate that global auto builds were down about 4% in the third quarter versus the same period last year, a substantial improvement from the historical lows in the second quarter and stronger than we anticipated. And down 9% for the quarter, our T&I volume performance is consistent with the improvement in market demand and the lag we expect due to the majority of our automotive sales going into the Tier 1 and Tier 2 suppliers. There were also green shoots in residential construction, a market that represents approximately 40% of the shelter business within S&C. Our solutions to the residential construction market include Tyvek Building, Wrap, Styrofoam Insulation and GREAT STUFF Insulating Foam, which has also experienced strong retail demand from an increase in do-it-yourself projects. Despite tailwinds in residential construction, our shelter business was down versus last year due to ongoing softness and commercial construction, which makes up the remaining 60% of the shelter business. Also contributing to the improvement in top line was demand for our materials that enable smartphone technology. Increasing material content, which now accounts for up to $4 a phone in the top-end model, overcame an overall declining smartphone market and drove high single-digit growth in our interconnect solutions business as premium phone manufacturers prepared for model launches and holiday demands. Overall, top line performance continues to be impacted by significant weakness in oil and gas, aerospace, commercial construction, and select industrial markets. These market dynamics are most prevalent in the safety and shelter businesses within S&C to health and biosciences business within N&B and across the non-core segment. Before moving to the next slide, let me comment on our year-to-date performance. I am pleased that our teams focus on execution and operational excellence. Two areas that Ed and I have been focused on since day one. Through the first nine months, our sales have declined 6% on an organic basis. And our focus on streamlining our overhead structure has enabled us to better maintain our earnings. Over the same time period, our EBITDA margin has declined just 7% excluding costs associated with temporary idling facilities in the second and third quarters. Choosing to run these sites for cash was the right decision for the strength of the company and it is showing in the strength of our balance sheet and cash flow. Turning to the adjusted EPS bridge on Slide 6. Adjusted EPS of $0.88 is down 8% versus the same quarter last year, driven by lower volume, cost associated with idling facilities and the impacts of non-core divestitures. These headwinds are partially offset by the delivery of cost savings. As I mentioned, our cost actions from the 2019 restructuring program, coupled with the incremental action we are driving in 2020, contributed to approximately $150 million of savings in the quarter. The impact of portfolio actions is a net headwind, primarily due to the absence of the gain on sale of the DuPont Sustainable Solutions business in the third quarter of 2019. We realized three-center benefits from below the line items, primarily a lower share count due to share repurchases we executed in the second half of 2019 and early 2020, and lower interest rates enabled by reduction in commercial paper balances. These benefits were offset by a slightly higher base tax rate of 21%. In summary, I would emphasize again, what Ed said at the start of the call, our team is laser-focused on execution, and we are now consistently delivering on our earnings, cash flow and cost saving commitments. Through a period of significant uncertainty, we continue to progress our strategic priorities, which positions us well as we look ahead to 2021 to continue creating value for our shareholders. As we show on Slide 7, we will continue to strengthen our balance sheet with the anticipated closing of N&B and IFF deal in the first quarter of next year, as well as the closing of the biomaterials deal in the first half of 2021. Tyvek’s strength alone will generate over $7.5 billion of cash proceeds, nearly $2.5 billion of which we will have available after planned debt repayment fees for creating shareholder value. Additionally, we expect our strong free cash flow generation to continue into 2021. As we said earlier, we have significantly improved our net debt position with the reduction of commercial paper balances and we do not have any debt repayments until the fourth quarter of 2023. Beyond those we intend to satisfy with the proceeds from the N&B and IFF deal. I’m excited for what’s ahead. And I commend our team for staying focused on execution to put us in a position to have the flexibility to capitalize on the opportunities for growth and shareholder value creation going forward. With that, let me turn it back to Ed for an update on the N&B and IFF transaction and some final comments on what we expect in the fourth quarter.
Ed Breen:
Thanks, Lori. And now turning to Slide 8, we highlight the progress we’ve made since announcing the N&B and IFF transaction. During the quarter, we completed two additional milestones. In August, IFF shareholders voted overwhelmingly in favor of the transaction with more than 99% of the votes cast in favor of the deal. Then in September, N&B issued $6.25 billion of senior unsecured notes in a private placement. The net proceeds from the offering are intended to fund part of N&B special cash payment of $7.3 billion to DuPont. The net proceeds are held in escrow until the deal closes. The offering was more than 5 times oversubscribed and resulted in a very favorable cost of borrowing for these notes. We continue to make progress regarding regulatory approval. And additionally, our integration planning remains on track as the team’s work to a first quarter 2021 closing. I remain excited about this combination and confident that the new company will be well positioned for growth and to deliver sustainable value for shareholders. Let me close with our financial outlook on Slide 9, which we have prepared assuming no substantial change in the slope of the recovery due to the pandemic. Obviously, this is a fluid situation with increasing cases and we are monitoring this closely. We expect to deliver net sales for the year in the range of $20.1 billion to $20.2 billion, and adjusted EPS in the range of $3.17 to $3.21. Sequentially from the third quarter, normal seasonal declines in E&I from smartphone production cycles, and S&C from the timing of North America construction activity will be partially offset by improvement in T&I as auto demand continues to recover, although at a much more gradual pace as compared to the prior quarter. Our forecasted earnings also reflects the absence of a $30 million technology sale in E&I and the loss of earnings from Hemlock and TCS, which were divested in September. We will stay focused on driving improvements in working capital and delivering our cost savings commitments. With that, let me turn it back to Leland to open the Q&A.
Leland Weaver:
Thanks, Ed. Before we move to the Q&A portion of our call, I would like to remind you that our forward-looking statements apply to both our prepared remarks and the following Q&A. We will allow for one question and one follow-up question for person. Operator, please provide the Q&A instructions.
Operator:
[Operator Instructions] And we will hear our first question from Steve Tusa with JPMorgan. Please go ahead.
Steve Tusa:
Hey guys, good morning.
Ed Breen:
Hey, good morning, Steve.
Steve Tusa:
Can you just maybe comment on the – there was a bit of a change of language in the last filing with regards to the IFF transaction around your decision on whether you’re going to spin or split. Can you maybe just talk about what your thoughts are there? Looks like maybe a split is more likely, but you want to obviously maintain the flexibility and optionality with the kind of whole cleanup spend dynamic. Maybe just talk about what your latest thoughts are on that front.
Ed Breen:
Yes, Steve. We will be making that decision by mid-December. And we truly have not made a decision yet. I wouldn’t put a leaning one way or the other on it. We took some language change, because we wouldn’t do a hybrid type approach. We’ll pick one or the other, and that was the change in language. But no decision at this point in time. I wouldn’t read anything into it.
Steve Tusa:
Okay. And then just the follow-up would be on the 4Q, I think the implied downside in to 4Q guide is a bit more than what you’re losing from non-core and that that gain in T&I, is there anything else sequentially that’s on an absolute basis kind of getting a worse, I guess you mentioned seasonality and electronics. But is T&I basically, did you overfill the channel before, or is that – are you kind of like is it a timing dynamic where at some point in the next couple quarters that will snap back to the kind of line and re-coupled?
Lori Koch:
Yes. So let me go first to the sequential. So there’s no real change in market dynamics as we see it right now. So there’s actually continued sequential lists in T&I kind of in the mid-single digit space. The drops sequentially in revenue and EBITDA, it’s more driven by seasonality and it’s normal seasonality that we see in our businesses. So primarily it fits within smartphones. So as we get ready in the third quarter for the holiday demand coming up, we had a live sales in 3Q that would not be there in 4Q due to normal seasonality. Additionally, within our construction space, third quarter tends to be high just with the summer months driving a lot of the construction. So you’ll see little bit of deceleration there from a seasonal perspective. So the decline that you’re kind of getting at is roughly in the $100 million space sequentially 3Q to 4Q about a third of that is related to the seasonal decline that we just discussed. Another third of it is we did have a gain on a technology sale and E&I in 3Q that won’t be there in 4Q and the rest of the largest primary piece is the sale of the Hemlock TCS assets that were sold in September. So within T&I, we don’t really see any level of channel level – high inventory levels in the channel. So if you see where we look year-to-date, our volumes are down about 15% in T&I versus the auto bills are down about 23%. So I think we’re outperforming there. There’s really if you look at where we fell into as we mentioned on the call, we fell into the Tier 1 and Tier 2 players primarily. So it doesn’t always exactly line up with the auto bills number. You kind of got to look at it year-to-date to understand the lag. So we’re comfortable where we sit going and their material changes from a market perspective as we see it right now.
Operator:
And we’ll hear our next question from Scott Davis with Melius Research. Please go ahead.
Scott Davis:
Hi, good morning, guys.
Ed Breen:
Hey, Scott.
Lori Koch:
Hey, Scott.
Scott Davis:
Hi. Kind of curious, you’ve been chipping at corporate and G&A really, since we got involved in your story. And is this kind of – is there an end game, I guess, is this kind of every quarter you look at just trying to take rebels down or you opportunistically can. Or is there a certain goalpost of where you want to get to and then you feel like that’s the sustainable right level?
Ed Breen:
Yes. Scott, I mean, I’d put it more in the category of chipping away at it, as we streamline some of our functions and capabilities we can get do a little more streamlining on our overhead. We’re putting in some digital tools and we’re going to do a central finance tool and things like that really help us out. So I think we’re getting the best in class on our G&A, when you look at peer companies and all, I think we’re doing a heck of a job there. I would highlight one area, we’re not touching or taking down at all as we said in our prepared remarks is clearly our salespeople around the world, our application engineering teams around the world and we’re going to continue to spend at the level we’ve been spending out on the R&D front. So we want to come out of the softness in this pandemic period, real strong with lots of new product introductions coming. So it’s really going to continue to stay focused on the G&A piece of it. And then I would really say that the next big focus and we’re focused on it now, but we’re really doubling down is going to be on the gross margin line and our factory efficiency are up times. And again, we’re doing a fair amount of digital tools, they’re not overly expensive to really look into predictive analytics at our facilities with a lot of AI capability. And we really think we can do some fair amount of improvements there and hopefully help the gross margin line. So that’s where you’ll see some of the – kind of the effort is we’re going into 2021.
Scott Davis:
Okay, good. And then on the inventory side, another big drawdown this quarter. Where do inventory sit at kind of through the channel. And are you – do you feel like we’ve gotten to the level where you want – your inventory is, and then obviously, as you look through the channel.
Ed Breen:
Our inventories have a ways to go still now by as a sales pickup, that’ll new as a little bit here on progress. But that we’re expecting nice progress again in the fourth quarter. We still have over a $500 million opportunity on inventory to get to where we think we can get to. So that’s kind of our bogey out there. And again, we’ll make good progress in the fourth quarter. As far as inventory in the channel, obviously, Scott, I actually feel very good about it right now, as you know, the auto industry doesn’t have a lot of finished goods. There’s not any stuffing in the channel going on. And I really don’t see it anywhere, except maybe just a little bit in the electronics space. I think there may potentially, and I’ve heard some of our competitors talk about maybe a little pre-buying from some of the Chinese players, nervous about what’s going on geopolitically right now. But I don’t even think that was a big number. And in the scheme of all of our sales in electronics not significant, but that’d be maybe the one area where there’s a little bit of that.
Operator:
And our next question will come from Bob Koort with Goldman Sachs. Please go ahead.
Bob Koort:
Thanks, good morning.
Ed Breen:
Good morning, Bob.
Bob Koort:
I was curious in the T&I business, you guys have been idling capacity and obviously that’s hurting your margins, but helping your working capital. If we look to next year in a more normalized world and I guess global auto builds are going to be up mid teens and GDP up mid single digits. Can you talk about how powerful the incremental recovery might be and where those margins might get to relative to the 23% operating margin you just reported?
Lori Koch:
Yes, so we see the T&I portfolio around the mid-20s from an EBITDA margin perspective in our market. So we’ve got some sequential upside as we head into next year, really driven by the items that you had mentioned. So a top line recovery as well as having a lot of the idle facilities behind us.
Bob Koort:
And is there any update on the discussions with Chemours and Corteva in terms of your separation indemnification agreements? Thank you.
Ed Breen:
Yes. Well, first of all, the arbitration is started up with Chemours on MAC. And there probably won’t be any decision on that until kind of mid next year, if you look at the timeline on it. But we continue to talk to each other about the settlement, in fact, Mark Vergnano, the CEO of Chemours and I actually just talked this Monday. A couple of open points, we continue to get closer and then we’ll see if we can get it to the finish line. So that’s paralleling along while the arbitration starts.
Operator:
And our next question will come from John Inch with Gordon Haskett. Please go ahead.
John Inch:
Thank you. Good morning, everybody. And Lori, what are the cost savings that spill over from actions taken in 2020 into 2021? And are you planning for prospectively more restructuring or would that potentially be too disruptive given all of the restructuring that’s already gone on against the backdrop of what I will describe as a fledgling recovery?
Lori Koch:
Yes. So I think the savings that will trickle into 2021 is around $120 million. So we’re targeting now $280 million of in period savings, so on a run rate basis, that’s about $400 million as we exited, so another $120 million next year. There are just some headwinds that we’ll face next year as well. Obviously, there’ll be some snap back into temporary savings, but we really biased our actions towards the structural. So we don’t have a material headwind, but there will be some, opening up of the economy that was in itself to some T&E and some other stuff that we’ve really seen clamped down this year. Right now as I had mentioned, I don’t see additional structural cost takeout. Really the opportunity for us is within gross margin and driving more productivity and gross margin. And second to that, continuing to drive our productivity and working capital. So we’ve made a lot of nice progress this year. We’re up about from a working capital trade perspective, only about $250 million year-to-date that we’ve nicely dug ourselves out of the hole that we got in earlier in the year. And we’re still targeting more than $500 million of working capital savings this year, but we still have a ways to already get to best-in-class there.
John Inch:
Thanks, Lori. I’m assuming these gross – the gross margin initiatives are probably longer term. And I wanted to ask you also kind of – for your strategic thoughts could do you possibly even further S&C expansion into water, I’m thinking maybe technologies where you don’t play currently such as EUV, or even say – I don’t know, getting into the production of equipment as well as the filtration products that you currently provide.
Ed Breen:
Yes. So John, we’re very interested if we can and expanding the water business. So that would be one area. I don’t want to comment on details, because you get pretty specific and there’s not that many targets out there. So I won’t get into that, but the water business would be one. There’s some areas in the electronics business, I will mention that one, 5G type stuff, we would be interested in. And but let me just say overall, we’re really looking at things I would put in the category of bolt-on acquisitions nothing on a bigger scale in 2021. But it could be several of bolt-ons during the year. They make financial sense.
Operator:
And our next question will come from Jeff Sprague with Vertical Research. Please go ahead.
Jeff Sprague:
Thank you. Good morning, everyone. Maybe just a couple of follow-ups on kind of segment level kind of dynamics. First on T&I just thinking about the price pressure there, I think is largely a function of kind of year-over-year dynamics, but I wonder if you could just give us a view on how you see pricing playing sequentially with the builds firming up. Do we move to a little more constructive price environment, perhaps not as soon as Q4, but into the early part of next year?
Lori Koch:
Yes, we do. We do see a more constructive price environment. So I think the majority of the Nylon 66 headwinds that we’ve seen are behind us. So we did see year-over-year headwinds in the third quarter and we’ll expect year-over-year headwinds again in the fourth quarter, but those are really just a function of the price decline from the prior year, where they were still quite strong, so sequentially looking at about flat pricing. As we look into 2021, obviously, we’ve done a nice job of taking advantage where we can have of constrained environments and we’ll be able to keep our eye on that to be able to see any games that we could possibly pick up there. I think also within T&I just overall, once the market normalizes and stabilizes, we do expect to get back to that 1.5 times auto builds outperformance within that portfolio. You can’t see it year-to-date. So as I had mentioned earlier, our T&I volumes being down about 15% year-to-date versus auto bills being down 23% year-to-date. So you can see that outperformance and the look to continue that going forward once the market fully recovered.
Jeff Sprague:
And on the semi side specifically, I mean, you kind of spoke to the seasonal led up on handset with E&I, but some of yours kind of continued to surprise to the upside kind of all year here. Do you – and there’s a lot of consolidation starting to happen in that industry. Do you see anything that kind of disrupts your growth trajectory there? And what’s your view looking forward kind of a quarter or two there in terms of the end demand environment?
Ed Breen:
Yes. Jeff, I’ll just comment on kind of October, because I know that demand feels pretty good still on the semi side. So we’re not really seeing any change from what we’ve been seeing in the last few quarters. So at least so far going into the fourth quarter, that feels nice. And again, I just think the dynamics of work-at-home and what everyone’s doing with data centers and nodes and all that, looks like potentially good momentum going into next year. But we’ll see when we get closer to the end of year. I know one of our key competitors a very, very good company and CEO’s a good friend of mine. He talked very bullishly about demand going into 2021 also. So that feels good. And again, the only thing at electronics and you just mentioned that it was a little bit of the seasonality on a smartphone because we had such strong shipments in the third quarter for the shipments and launches of the new phones in the fourth quarter. But we feel good about the portfolio, we have on the 5G side, as more phones are enabled 5G going into 2021. It’s nice upside opportunity for us.
Operator:
And our next question will come from John McNulty with BMO Capital Markets.
John McNulty:
Yes. Good morning. Thanks for taking my question. So, I guess, the first one would just be, look, we’ve had about a month of kind of the COVID research and especially kind of out of Europe and a little bit less of that in the U.S. Any changes in demand pull that you’ve seen either positive for maybe some of your healthcare related products or negative as just some of the economy shutdown, anything that we should be thinking about and trying to think about extrapolating going forward?
Ed Breen:
Well, no change in any of the end market demand that we’ve talked about due to the rising cases – probably, I say so far. It’s all the same ones. I mean, obviously auto coming back really strong, residential construction, we’re now seeing those green shoots coming back, not surprising with what’s going on in the resi market. And all the areas that are down kind of significantly oil and gas, aerospace commercial construction, they’ve all come up a little bit, but not significantly. So they’re not dropping anymore, they’re picking up slightly, but they’re still are negative numbers. So we haven’t seen any change in October in patterns that we weren’t expecting.
John McNulty:
Got it. Okay. No, thanks for the color. And then, look, on the other side, you’ve gotten a lot of the non-core assets kind of out the pipeline. And I guess, does that – in terms of how you’re thinking about going forward, does that free up time to look at kind of bigger more strategic options or is it really right now a little bit more about running the business in admittedly a pretty volatile time with a lot of kind of puts and takes going on? How should we be thinking about where management’s putting their time right now?
Ed Breen:
Yes. No, John it’s very much running the business. I keep telling the team all hands on deck here. We want to string together a lot of consistent results. We’ve been doing that. We’ve got a ways to go here. Some things still to get to best-in-class performance on like working capital. So, it’s more of that and it’s more looking at bolt-ons next year. And I would think as we get into next year, we’ll be having a serious conversation with the Board about the share repurchase, where we’re trading at, there were new DuPont will be trading as N&B goes out of the portfolio. So that’s the mode we’re in.
Operator:
And our next question will come from Steve Byrne with Bank of America. Please go ahead.
Steve Byrne:
Yes. Thank you. Was there anything in particular that provoked the house environment subcommittee to ask for some nip these data from your part – from the legacy Parkersburg and the Circleville facilities? And do you have a sense of where their diligence is going these days with respect to PFAS contamination broadly?
Ed Breen:
Steve, I didn’t read anything into it. We’re going to supply all the information and answer all the questions, all that data’s obviously available and it’s been supplied to many federal agencies already. So, I don’t – it’s just information we’ve given before. So, we’ll answer it in a timely manner. But I – maybe, I would go to a little bit broader to your question there. This ETA puts some regulation in place. We’re always asked that and that might be part of the push here. And we are actually for that, we said that in front of Congress when we testify, but not everyone in the industry is for that, but we think it would be great to have a national standard set on where those levels should be at, instead of it being a patchwork by state and maybe by municipality. who knows? And we actually think that would be very helpful that we’re all targeting the same thing as we do remediation and all that. So that’s where we see a lot of the push at the federal level and world for that happening.
Steve Byrne:
And just to follow up on that, Ed, is the national standard something that you think would focus their attention on – less on manufacturing sources and more on product use as a source of PFAS contamination. And is that where you see the potential benefit?
Ed Breen:
No. No. I just think having a standard set out there that we’re all marching to would be very helpful instead of having literally 50 different standards being set. And by the way, just to make a point, I make every one of these calls, there’s many more locations that had PFAS, but remember how high percentage of this is firefighting foam. And I think you’ll, DuPont will – we’ll let that play out here in the South Carolina consolidation here, and potentially, we’ll settle it or we’ll let it go through the core system, but we never made the firefighting foam. So, our work is really remediation in some of our sites, where we did some a manufacturing, which is a handful.
Operator:
And next we’ll hear from David Begleiter with Deutsche Bank. Go ahead.
David Begleiter:
Thank you. Ed, first on the cost savings, what drove the increase from the 180 to 280 for the full year?
Lori Koch:
Yes. So that was really a function of really clamping down on third-party spends, consultants and the like. and then we were able to accelerate a bit, some of the offers that we had planned that benefit is benefiting the inferior savings for this year.
David Begleiter:
Got it. And Ed, with the IFF transaction three months away from closing, what are your updated thoughts on what’s next for the DuPont portfolio specifically, perhaps unlocking some value in E&I to maybe another RMT. Thank you.
Ed Breen:
Yes. David, I said a few minutes ago, we’re operationally going to run new DuPont the way we are. I got it. We want to clean up the non-core some more. So, we’re very focused on that also from a portfolio standpoint. We’ll be in an interesting position going into next year with the cash we’re receiving from the IFF transaction. As Lori mentioned, we’ll have at least $2.5 billion to $3 billion of excess cash available. So, as I said, we’ll be talking to the board about how we’re going to deploy that to create shareholder value in 2021. And I would expect a few baby bolt-on acquisitions would fit in there next year if they make financial sense for us to do.
Operator:
And our next question will come from Mike Sison with Wells Fargo. Please go ahead.
Mike Sison:
Hey, good morning. Nice quarter. In terms of Nutrition & Biosciences, your EBITDA growth is up high single digit till this year, tough sales comps. So, if you think about getting that – getting better growth in that business next year, where do you think EBITDA growth should sort of be as volumes return?
Lori Koch:
Yes. So, we’ve always thought that the N&B portfolio to get closer to the company average from a margin perspective, they’re looking at 26% or 27%. So, they’ve got continued upside. A lot of that’s really going to come from just a higher favourable mix. So, as they grow probiotics, as they grow their enzyme portfolio, as they grow their meatless meat market, those are all very high margin product lines that will lift the overall margin of the segment.
Mike Sison:
Okay. Quick follow-up, then if you do get to close the business on February 1, how do you feel about the integration synergy potential? You’ve had a year here to plan for it, is there upside and if there is, where could that be?
Ed Breen:
Well, I won’t talk about if there’s upside, I should probably leave that to the IFF team when they do their earnings that would not be fair to believe. But I feel good about it. We’ve got multiple teams as we did when we did DowDuPont, all that working on all the integration efforts. We’re right on track. by the way, I must say I’m surprised we’re doing as well as we are considering everyone’s working at home, but every one of the work streams is right on track. Lori and I review it literally weekly with the IFF team. So, we’re ready to go on the synergy work that we’ve outlined publicly and we’ll get off to a very quick start.
Operator:
And next week, we will hear from John Roberts with UBS. Please go ahead.
John Roberts:
Thank you. Staying on N&B for a second here, food and beverage sales were down, probably close to the 4% decline for the overall segment. Can you give us some regional and maybe, application granularity on the decline in food beverages?
Lori Koch:
Yes. So, a big piece of the decline was driven by sales into the food service fees, which makes us about 5% of total N&B. It would be bigger obviously within food and beverage segment that was down kind of in the mid-teens. And so that’s really selling into sports arenas, cafeterias. So really, the industries that have been hit hard by COVID, so nothing underlying there beyond that. And a lot of that was in Europe. So, I think Europe was one of the markets that were hit hardest within the N&B portfolio and it’s really back to that the food services play. Also, another impact that we saw a headwind was just as travel has clamped down, we had the large market into like the chewing gum and mint stays within our sweeteners portfolio. So, as there’s less travel, less people going through airports that impacted the business.
John Roberts:
And then do you think you’ll report your year-end before February 1 close or after and do we get N&B as discontinued off in 4Q if you report after February 1, just trying to figure out the information flow we’re going to get here over the next few months.
Lori Koch:
Yes. So, I would look at most likely to be after the February spin dates. So, we can report kind of on remain co basis. When we report disc ops will be a function of when we make the decision on spin versus flip. So, if we end up doing a split, you have to do disc ops earlier. If you end up doing a spin, you do disc ops as of the separation date.
Operator:
[Operator Instructions] Our next question will come from PJ Juvekar from Citi. Please go ahead.
PJ Juvekar:
Yes. Hi, good morning, Ed and Lori.
Ed Breen:
Hi, PJ.
Lori Koch:
Good morning.
PJ Juvekar:
There is a big green movement happening in Europe, parts of Asia, California, with both EVs and hydrogen. How is DuPont position for that trend in terms of your portfolio? And particularly, can you address the EV market?
Lori Koch:
Yes, so this will obviously mostly be within T&I. There’s also a play within S&C and E&I as well into the electric vehicle space. So we are very well positioned of obviously as the conversion continues for its hybrid and electric, you need a lighter car. So that advantages our T&I portfolios, we take out metal and replace it with polymer. Within S&C, we have a nice opportunity within the battery play. We have use of our Nomex paper as a separator, and then obviously within E&I as the enhanced electronics, electric vehicles really nicely positioned there. And so it’s obviously full electric vehicles or a small such section of the total auto belt production today, but growing very quickly and we’re – I am happy with the portfolio that we have.
PJ Juvekar:
Great. Thank you. And I just have a follow-up on E&I. Intel has had some well-publicized issues at seven nanometer nodes and companies like TSMC are gaining share. Can you talk about your position relative to your customers and what kind of wins or losses have you had at seven nanometers? Thank you.
Lori Koch:
Yes, so I don’t want to really speak to a customer level, but you can see by our results within the semi space that we’re seeing really nice performance. So in this last quarter alone, we were up 8%, 9%. So we’ve got a nice dispersion. We play with all of the big players. So as the consolidation continues, we’re still continued to be well positioned in this space. Also as the layers as you had mentioned, get more and more complex that advantages our portfolio. So the more layers, the more steps, the more polishing that has to be done, the more cleaning that has to be done, the more complex, the layers get with advanced nodes that advantages our portfolio within as well. So I think we’re nicely positioned to take advantage of growth there.
Operator:
And our next question will come from Chris Parkinson with Credit Suisse. Please go ahead.
Chris Parkinson:
Great. Thank you very much. You’ve done impressive job on the cash conversion front. I think, we’re all aware of the [indiscernible] versus targets over time, which you had mentioned in the past. But do you have any brief updates on this front, just given some of the portfolio changes as well as the ongoing incremental efforts on working capital? Thank you.
Lori Koch:
Yes. So I think you’re asking about our free cash flow conversion. You cut out a little bit, so I couldn’t quite hear it. Yes, so we’ve made some really nice progress there. So we’re up to about 140% year-to-date. We were actually butting up against 200% in the quarter really enabled by that strong, greater than $300 million working capital productivity. So we’ll look to keep that free cash flow conversion number greater than 90%. We’ve been right around a 100% for the past several years. So I don’t see any material headwinds there and there’s no real change in that metric as the portfolio changes. So each business was generating nice free cash flow conversion. From an ROIC perspective, the goal that we’ve had is to deliver a hundred basis points of improvement annually. So we’ll look to get that out as well that. One important piece of that is once the separation happened mid last year, we started to put ROIC into our comp metrics in a lot of the executive pay metrics. There’s a piece of ROIC. So obviously that would drive continued focus along with system management deep dive within that space.
Chris Parkinson:
That’s helpful. And just a quick follow-up, you’ve also been doing a pretty solid job on the cost front, including the recent increase and also the percent that will be structural, which you had done a little while ago. How should we be thinking about the further cadence as we enter 2021? And are there any considerations for base cost inflation if we’re just trying to kind of figure out the net benefits on a per annum basis? Thank you.
Lori Koch:
Yes. So, we’ll have another $120 million roughly on a run rate basis of savings into 2021. There will be offset. So as we had mentioned, so, we are right now planning for a merit increase. We didn’t have one in 2020, so we’ll love to get back on track with that in 2021. We also they’ll plan for a full bonus payout in 2021. So that’ll be a headwind for 2020 where we won’t pay a full bonus. And TNE is another piece that we will control the snapback. So we’ve seen TNE vomit-down to about $1 million a month. We used to be upwards of 10 or so million a month. So we’ll see some snack back there, but we’re looking to try to mitigate that pretty significant, really heading more so down on the internal travel versus the customer facing travel. So I think net-net with $120 million benefits that we’ll see in the offset that we had just covered. We’ll probably have a slight headwind from a cost perspective heading into 2021, probably nothing like some of maybe the others in the space, just driven by our dedication to getting structural costs out versus the temporary that maybe some others have been doing.
Operator:
And our next question will come from Arun Viswanathan with RBC Capital Markets. Please go ahead.
Arun Viswanathan:
Thanks. Good morning.
Ed Breen:
Good morning.
Arun Viswanathan:
Yes. My first question is on SEC, you’ve directed some more of your capacity towards garments. Could you just talk about the trade-off there? My understanding is that those are higher margin, but maybe precludes you from participating as much in residential? And then as well, maybe you can just address the commercial markets and what you’re seeing there in construction? Thanks.
Lori Koch:
Yes. So I think within Tyvek, overall the entire Tyvek enterprise in the quarter was up in the low-20s. And so obviously we continue to see nice strength within PPE; that was up 50% plus. Within the Tyvek building on gloat space, just given the seasonality within when the construction really takes place. We did see nice growth there. So we saw about 20% growth in residential Tyvek. Where the volume was taken from, was more in the medical packaging space and that’s really just a function of the reduction in intellective procedures dampening the demand there. But overall 20% plus, we have been able to enable additional production that come out. We sequentially we were down a bit as we had to take the asset down for about two weeks or so, but year-over-year we are having more product coming off the lines.
Ed Breen:
When we’re actually bringing up what we call line one and older line that we had that it’s not costing us too much to get that up and running. So we’re bringing that up for incremental volumes so that’s something else.
Arun Viswanathan:
Thanks. And then as a follow-up; can you also just talk about your plans for the proceeds? I know that from the N&B separation, I know that you’ve talked about buybacks for $2.3 billion of it and deleveraging to the rest. Is that still your current thinking or how are you thinking about deploying that capital? Thanks.
Ed Breen:
Yes. $5 billion of that money from IFF N&B will be used to deliver and pay down debt. So we’ll be in a great shape balance sheet wise when that occurs. And then I would think as I mentioned, I don’t want to get into exact numbers, but I would think we’re doing share repurchase with where our multiples at, as we get into next year and we still want to gauge the effect of COVID in cases picking-up and all that. But that would probably be our leaning along with some bolt on M&A.
Lori Koch:
Yes. If I could just add on to the debt conversation. So we really did a nice job, I want to highlight in a quarter of reducing commercial paper. And so we were able to use the proceeds from the Hemlock and TCS transaction, as well as organic cash flow generation to take that down to just under $400 million for the quarter, we’ve taken it down even since the quarter close and we’ll continue to do that. So that’ll be a nice tailwind heading into 2021, not only from a interest expense perspective, but just giving us flexibility to use those $2.3 billion of proceeds for either M&A or shareholder remuneration.
Ed Breen:
Yes, our goal is to get the CP down to zero very quickly.
Operator:
And we will take our final question from Frank Mitch with Fermium Research. Please go ahead.
Frank Mitch:
Thank you so much, and nice quarter. I just wanted to follow-up on IFF since part of the DuPont value proposition is tied up in IFF share price, and obviously we’ve seen a 20% decline over the past month. Ed, in your discussions with management there – what’s your confidence level that, that can turn around, any thoughts that you can share there?
Ed Breen:
Yes, Frank, I don’t want to get into too much detail, but I think there is some technicals going on right now with that. I’ve seen some reports, I think one of the analysts on this call wrote a nice report the other day. So I think there is some things going on short-term maybe overspend split that created some pressure. But look, these sets of businesses, the IFF sets of businesses, the N&B, they do very well when there is distress in the system because of the end markets that we’re in. So these are consistent performers. There’ll be pockets of weakness like we saw because, nobody’s in airports buying chewing gum and all that, but generally speaking, they’re going to do very well through this. And we got a lot of synergies coming up here to create additional value for shareholders. So – but my gut is all that settles down here rather quickly as we get closer and closer to getting the deal done.
Frank Mitch:
Terrific, very helpful. And just a question on the guidance for the fourth quarter, obviously yesterday we saw France and Germany implement lockdowns. How do – how should we think about the “wave 2” lock downs being embedded into that guidance? How much of that was factored in, any thoughts there?
Ed Breen:
Well, we knew Germany was talking about lockdowns when we just gave the guidance. So it looks like France might be going now, but I think, look, if all of Europe lock down and there were lockdowns in the U.S. that’s going to affect everybody out there. So no, we’re not counting on that and the guidance that we gave. We see pretty far into the quarter now, but if there was massive lockdowns that would probably affect December tight numbers and we just have to see, but as we sit today and as long as there is not massive lockdowns, that’s the way we gave the guidance.
Leland Weaver:
Thank you everyone for joining our call. For your reference, a copy of our transcript will be posted on DuPont’s website. This concludes our call.
Operator:
And this concludes today’s conference. Thank you for your participation, and you may now disconnect.
Operator:
Good day, and welcome to the DuPont Second Quarter 2020 Earnings Conference Call. Today’s conference is being recorded. At this time, I would like to turn the conference over to Leland Weaver. Please go ahead.
Leland Weaver:
Good morning, everyone. Thank you for joining us for DuPont's second quarter 2020 earnings conference call. We are making this call available to investors and media via webcast. We have prepared slides to supplement our comments during this conference call, slides are posted on the Investor Relations section of DuPont's website and through the link to our webcast. Joining me on the call today are Ed Breen, Chief Executive Officer; and Lori Koch, our Chief Financial Officer. Please read the forward-looking statement disclaimer contained in the slide. During the call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risk and uncertainty, our actual performance and results may differ materially from our forward-looking statements. Our 2019 Form 10-K as updated by our current and periodic reports includes detailed discussion of principal risks and uncertainties, which may cause such differences. Unless otherwise specified, all historical financial measures presented today exclude significant items. We will also refer to non-GAAP measures. A reconciliation to the most comparable GAAP financial measure is included in our press release. I'll now turn the call over to Ed.
Ed Breen:
Thanks, Leland, and good morning everyone and thank you for joining us. I hope you and your loved ones are safe and well. Last quarter, I laid out our priorities for operating in this unprecedented environment. I am pleased to say that the quick actions that we took to protect our employees ensure the safe operations of our sites, strengthen the financial position of the company and do our part to combat this pandemic are working. Additionally, I'd like to acknowledge the tremendous efforts of all of our employees to deliver solid results this quarter in the face of this global pandemic. Lori will cover the specifics of the quarter, but first I'd like to discuss our performance versus our priorities in the current environment. First and foremost, the safety and wellbeing of our employees remains paramount. We continue to restrict access to our sites, execute enhanced cleaning protocols, administer quarantines where needed and enable our employees to work from home where possible. In addition to the extra measures taken in response to the pandemic, our employees have remained laser focused on safety as we achieved our all time best safety performance in the second quarter. We remain focused on safely maintaining our operations. Through the incredible effort across our organization, 100% of our 170 manufacturing sites around the globe are currently operating according to plan. We also made nice progress on our third priority, bolstering our already strong balance sheet. As we discussed last quarter, we launched a successful 2 billion bond offering, which will be used to satisfy the long-term debt maturities that come due in November of this year and extended and upsized our liquidity facility. Looking ahead, we plan on using $5 billion of special cash payment associated with the N&B and IFF deal to pay down debt, which will leave us in a very favorable position with no long-term debt maturities until the end of 2023. Finally, we believe it is critically important for companies like ours to continue partnering with other industry leaders to deliver essential products needed to support the significant efforts to combat COVID-19. I am proud of what we've achieved thus far with the TyvekTogether campaign, which in combination with our efforts to increase our production capacity has significantly improved the supply of protective garments to healthcare workers and others on the frontline of this pandemics. We also continue to advance other critical priorities across the company. In fact, just last week, we published our inaugural sustainability report at the new DuPont. With this report, we are not only able to convey our progress towards our 2030 Sustainability Goals, but we are also able to highlight our innovations across the company, which create a positive impact in people's lives every day. This is an exciting time for our company and I look forward to the progress we will make in the coming years. Moving to Slide 3, I am also pleased with the progress we've made executing the playbook that we implemented in mid-March as the pandemic intensified. We remain committed to a best-in-class cost structure and delivered approximately $130 million in cost savings during the quarter, two thirds of which are structural. We have made great, great progress towards delivering the $180 million of structural cost savings we announced earlier this year and the majority of the actions to deliver the savings are in place. In addition to these cost savings, we're also realizing benefits from the tail of the DowDuPont synergies and the restructuring actions we put in place in 2019. As I've noted before, our cost actions are targeted towards G&A expenses and aimed at enabling a highly productive cost structure, which is appropriately scaled to the size of the organization. While we will continuously monitor our cost structure for optimization opportunities, we will also drive growth through innovation, which remains a key component of our strategy. We are continuing to invest in key areas like sales, application development and R&D, so that when we fully emerged from this softness, we will be well positioned to capture growth. We are also studying the temporary savings that we are experiencing in the areas such as T&E to better understand what changes we can make to ensure some portion of these temporary savings become more structural. Additionally longer-term we are evaluating the most effective approach to the way we work in order to generate further potential savings from consolidation of our asset footprint driven by hostelling or other office sharing initiatives, plus productivity is an instilled mindset at DuPont and we are consistently scouting for new areas to drive improvement. We also made the decision to reduce 2020 CapEx to approximately $1 billion, which is about $500 million lower than 2019. We are not reducing any safety related capital expenditures and have developed detailed plans for restarting our growth projects to ensure we are able to capture the demand when markets fully recover. Through the first half of the year, we remain on track to deliver our goal. From a working capital perspective, we made good progress reducing our past due accounts in the quarter, which is notable in the current environment. However, the majority of the benefits we generated were from lower sales and idling facilities versus systemic productivity improvements. Our teams have developed a number of detailed plans to generate working capital benefits beyond those that you would expect in a soft macro environment. And we anticipate these initiatives will favorably impact the second half and enabled a greater than $500 million improvement that we are targeting for 2020. Our focus on cash generation not only ensures we have a strong balance sheet that positions us well to act on our commitment of returning excess capital to shareholders when we and the board feel it is appropriate to do so. I believe that our playbook is working. We have solid plans in place and are keenly focused on all the levers within our control. We are confident in the strength of our businesses that are well positioned for growth when markets fully recover. Before turning it over to Lori, I'd like to make a few comments on diversity, equality and inclusion. The significant challenge that has been put before all of us as individuals and as a company to confront deep rooted issues of inequality, racism and discrimination is one that we must take head on. My leadership team and I are committed to supporting racial equity within intensified focus on the experiences of black Americans through programs specifically aimed at improving our hiring, training and talent development practices within DuPont, as well as extensive efforts to eliminate barriers to equality for people of color in our broader communities. This is the right thing to do and a necessity for any company that wants to achieve long-term sustainable leadership. I am confident that DuPont will once again be an agent of change to make meaningful and lasting progress in this vital area. Now, let me turn it over to Lori to walk through some of the details for the quarter.
Lori Koch:
Thanks, Ed, and good morning everyone. Our results for the quarter gives me confidence that our business teams are staying close to our customers, understanding the near term market dynamics of their industries and responding appropriately. These actions enabled us to deliver results that exceeded the expectations we provided in the first week of May with overall market dynamics very similar at the end of the quarter as they were at the beginning. The diversity of our portfolio, including significant strength in semiconductors, water filtration, private protective garment and health and wellness enabled us to deliver top-line results that were down 10% organically in the most challenging macro environment that we have seen since the global financial crisis. Additionally, excluding the cost associated with idling facilities as well as a gain in our non-core segment. Our earnings declines were very consistent with our top-line performance on a percentage basis due to significant cost actions that we have taken to improve our cost structure. In the quarter, our Electronics and Imaging and Nutrition and Biosciences businesses delivered organic growth of 7% and 1% respectively. This was more than offset by organic declines in the other segments with the largest impact in our T&I segment, which is highly exposed to the auto industry. Regionally, organic sales declined mid to high teens in the U.S. and Canada, Europe and Latin America while Asia Pacific was up 1% versus last year. Sequentially, the year-over-year change in the U.S. and Canada, Europe and Latin America declined while Asia Pacific showed a slight improvement. These trends are all consistent with what we expected as the pandemic significantly slowed Western economies through the second quarter. Also in the second quarter, we thought parts of Asia, particularly China, begin their recovery. China sales in our core segments improved 6% versus the second quarter of 2019 and 20% sequentially. The top-line growth in E&I and N&B coupled with delivery of our cost savings translated into robust operating EBITDA margin expansion in each of these segments in the quarter, up 190 basis points and 240 basis points respectively. Unprecedented demand weakness in automotive markets, which led to decision to idle approximately 50% of our polymer capacity in T&I as well as soft industrial markets lead to margin contraction in T&I and Safety and Construction. In total, we generated operating EBITDA of $1.1 billion and adjusted EPS of $0.70 per share. Our decremental margin was approximately 45% in the quarter at the low end of our expected range driven primarily by even greater cost savings than we had anticipated. Excluding the $64 million Non-Core gain and the $160 million of costs associated with idling facilities, our decremental margins in the quarter were approximately 30%. Free cash flow of approximately $560 million in the quarter, led to a conversion rate of approximately 140%. As Ed indicated, we have implemented a number of working capital initiatives that will enable us to continue to drive strong cash flow conversion through the balance of the year. As you saw on our release this morning, we recorded a non-cash impairment charge related to our T&I segment of $2.5 billion. As you know, the automotive markets account for about 15% of our sales. The majority of this exposure sits in our T&I segment with the advanced materials we supplied to the OEMs, Tier one and Tier two component manufacturers. This is a market we watched closely, and one that has been significantly impacted by the global pandemic. With auto builds down now more than 30% in the first half of 2020, and IHS projections for further year-over-year declines in the second half. We determined that an impairment test was appropriate. In connection with the DowDuPont merger in 2017, the carrying value of the heritage DuPont assets and liabilities were marked at fair value and a significant goodwill and intangible balance was recorded. Specific to T&I, approximately $10 billion of goodwill and intangibles were recorded in 2017 equating to more than 75% of the overall carrying value of the segment. The impairment charge was the result of the unprecedented market dynamics received today, combined with the increased carrying value of the assets resulting from the DowDuPont merger. It is important to note that there was no impairment recorded associated with the tangible assets of the T&I segment. Our confidence in the long-term characteristics of the automotive industry and our position as a market leader remain strong. In addition, we continue to expand our application development expertise and take actions to improve our cost structure, so that we can expand our margin profile when markets fully recover. Slide 5 provides more detail on the year-over-year change in net sales. Our organic sales decline of 10% reflects the net impact of significant market weakness in automotive, aerospace, oil and gas and other industrial end markets, partially offset by robust demand in semiconductors, water filtration, Tyvek protective garments and health and wellness. Within E&I, Semiconductor Technologies delivered another strong quarter with 17% growth. The semi demand was broad-based. We saw market strength in both logic and foundry driven by the ramp up of advanced technology nodes, which plays lightly to our product portfolio as well as robust demand for memory and servers and data centers. The strength in semi also provided a more favorable product mix leading to 190 basis points of margin improvement in the segment. Our Nutrition & Biosciences business also delivered another strong quarter with very resilient growth across the food and beverage and health and wellness market. Our sales in these end markets, which make up approximately 85% of N&B portfolio were up 5% organically in the quarter. New customer wins and initiatives to better position our products in the market through multiple channels combined with a renewed focus on health and wellness drove more than 30% growth in probiotics, its strongest quarter ever. Pharma Solutions recorded a strong quarter on increased demand in over-the-counter and prescription pharma applications. Growing demands in the meat-free segment and continued strengthen animal nutrition and home and personal care applications also contributed to the strong results. These areas of strength were partially offset by significant demand weakness in the energy and industrial markets, which make up about 15% of N&B’s top-line. The well-known weakness in automotive and industrial end markets continued to impact all three businesses within T&I. Our volumes in the second quarter were down 28%, while global auto builds were down 45%. We thought a similar trend in the first quarter where our volumes declined with 8% when global auto builds were down 22%. Our total T&I outperformance versus auto builds as a function of a few key drivers. First is mix with about 40% of the portfolio selling into markets outside of auto such as health care and electronics. Additionally, while we expect to deliver volume growth in our normal inventory environment of about 1.5 times auto build, the main drivers are outperformance versus auto builds in the current environment is more a function of where we sell into the supply chain. Our polymer sales, which accounts for the majority of our auto exposure were sold into Tier one and Tier two component manufacturers, whereas our adhesives business sells directly to OEM. Our polymer sales outperformed auto builds, which we believe has led to some inventory build in the channel, which we expect to result in a more muted recovery in the back half versus expectations for auto build. Our adhesives business sales are more directly aligned with auto build results, and we, therefore, expect that segment of the business to recover along with the expected pace of recovery at the OEM. Within S&C, demand of both Water Solutions and Tyvek protective garments remained robust. Water delivered another quarter with double-digit organic growth. The Tyvek protective garment business has expanded to nearly 30% of the safety solutions portfolio with garment sales up 65% in the second quarter, however, weakness in aerospace, automotive, oil and gas and industrial markets continued leading to a decline in the safety business overall. Growth in Shelter Solutions remains pressured as we continue to redirect Tyvek supply to personal protection and stay-at-home orders across the globe limited demand. Turning to the adjusted EPS bridge on Slide 6. Adjusted EPS of $0.70, was down 28% versus the same quarter last year, driven by lower volumes and costs associated with idling facilities partially offset by the delivery of cost savings and a $64 million customer settlement gain in the Non-Core segment. As I mentioned, our cost actions from the DowDuPont synergies and the 2019 restructuring program coupled with the incremental actions we are taking in 2020 contributed to approximately $130 million of savings in the quarter. Below the lines, we saw benefits from a lower share count due to share repurchases we executed in the second half of 2019 and early 2020, and a lower tax rate relating to foreign operations. Year-to-date, our base tax rate is approximately 22.5%. And we continue to anticipate our full year base tax rate in the range of 21% to 23%. With that, let me turn it back to Ed for an update on the N&B and IFF transactions as well as some final comments on what we expect in the third quarter.
Ed Breen:
Thanks, Lori. Slide 7 highlights the progress we've made since announcing the N&B and IFF transaction in mid-December. During the quarter, we completed additional key milestones. In May, DuPont, N&B and IFF filed the respective initial registration statements and are advancing the review process with the SEC. IFF and DuPont also named executive committee of the future combined company, which will include key DuPont N&B senior leaders. In addition, the company announced two independent DuPont appointees to the Board of Directors for the future combined company. We have made meaningful progress regarding regulatory approval. We cleared the U.S. process in March and have since received the approval in China, Serbia and Colombia. The clearance processes and the remaining required jurisdictions are well underway. Earlier this week, IFF filed its definitive proxy relating to the IFF shareholder approval of the transaction. The IFF shareholder meeting is set to take place on August 27. I remain excited about this combination as the tremendous opportunity for growth and greater innovation as the businesses come together. The teams are energized and all the critical milestones remain on track for first quarter of 2021 closing. Let me wrap up with a few comments on our expectations for the third quarter, while the next several months will likely continue to be challenging due to the pandemic we believe that the second quarter will mark the bottom for us. However, our return to pre pandemic levels will be measured and will certainly vary across our end markets. In markets like automotive and residential construction, we have seen an inflection in demand heading into the third quarter, but believe recovery will be gradual. Additionally markets like oil and gas, aerospace, commercial, construction and other key industrial segments continue to see significant weakness. As a result, the approach of operating many of our sites with a focus on cash generation to better match supply with demand will remain unchanged. We expect third quarter to look very similar to the second quarter with sales slightly up sequentially driven by modest recovery in automotive and residential construction, mostly offset by seasonal patterns in N&B as well as the impact of supply constraints across our Tyvek enterprise as we perform routine maintenance on the assets. It is worth noting that within E&I, semi is holding up stronger than we initially estimated what we remain cautious about the potential of some elevated inventory in the channel. We expect operating EPS in the range of $0.71 to $0.73 of sequential increase from the second quarter driven by the improving top-line. Sequentially lower costs associated with idling facilities will be offset by a slightly weaker mix in S&C due to required downtime in Tyvek and the absence of gains associated with the customer settlement and a discrete tax item recorded in the second quarter. We estimate our year-over-year decremental margins for the third quarter to be in line with the second quarter at around 45% on an as reported basis, again impacted by costs associated with idling facilities as well as the absence of prior year gains in our E&I and Non-Core segments. However, on an underlying basis, we estimate our decremental margins will be approximately 25%, an improvement of more than 500 basis points versus our second quarter underlying decremental margins driven by sustained execution of our structural cost savings. We will continue to stay focused on execution and remain confident that we will emerge from this crisis, an even stronger company. I'll now turn it to Leland to open up for Q&A.
Operator:
Thank you. [Operator Instructions] We will now take our first question from John Inch from Gordon Haskett. Please go ahead.
John Inch:
Thank you. Good morning, everybody.
Ed Breen:
Good morning, John.
John Inch:
Good morning, guys. I would like to ask you about the Tyvek line maintenance. Is this routine, say, for the summer? Or because you have older equipment, I'm just hypothesizing and it's been running full out. Obviously, you would not want to have the one going down in a period of strong demand. So maybe just a little more color there would be helpful.
Ed Breen:
Yes. John, there's multiple lines basically in two locations over in the Luxembourg and Europe and in our Spruance facility in the U.S. So it's more than one line. And we're going to add line eight actually, which we have a CapEx program against for future demand. But a couple of our lines are extremely old lines. We got those up and running at way higher rates than we had been running on that before because of the pandemic and want to make so many more garments, as Lori mentioned. You could see our garment sales were up 60% or so. So we've really been cranking it out a couple of the older lines, and we just need to be doing some maintenance on. And the maintenance is not long, but it takes the lines down for two, three weeks and we're going to rotate through quite a few of those during this quarter and then we'll be hopefully in really good shape as we move over the next year after we do that. And then line eight we delayed some of that CapEx. We had to delay it because Luxembourg, the government actually shut us down during the pandemic and towards the end of the year, will recrank up the CapEx on that program to get that line up and running, and we'll have that up in like 1.5 years from kind of when we started up. So we'll have all that capability as we move forward.
John Inch:
Yes, okay. So that sounds like it really is just maintenance versus a major overhaul, which completely makes sense.
Ed Breen:
No, no. It's just some maintenance.
John Inch:
Yes. Yes. That’s fine. As a follow-up, Ed, how do July trends look? And by extension, not to put you on the spot, but how conservative do you think you're being with your third quarter sales commentary of sales up slightly sequentially.
Ed Breen:
Yes. So John, look, our July sales were similar to the average we kind of were running in the first quarter, but the big difference was that we saw resi orders starting to pick up as we got into the middle of July. We're starting to see auto orders pick up for us as we kind of got into the middle of the month. And so we – but we sit in the supply chain a little bit later, as Lori mentioned in her remarks. So we're expecting to see the sales impact from that hit more towards the back half of the third quarter and then certainly as we go into the fourth quarter. So are we being a little conservative? Possibly because there are two key end markets for us, but it's just hard to tell exactly how much actually makes it into the quarter. But there's no doubt we're seeing demand lift on the order front in those two segments. And then as Lori had mentioned also, the semi market is holding up. We thought we might see some softness in the third quarter because some build in the channel. We still think there is some. We're a little cautious on that. I know some of our competitors are saying things are running hot also, and we continue to run pretty hot on the semi side. So could we be a little bit conservative possibly. But again, it's hard to tell when things actually hit in the sales number during the quarter. But I think its building momentum back half of third quarter, certainly in the fourth quarter.
John Inch:
Understand. Thanks very much.
Lori Koch:
Yes. If I could just add some things by a comment. So our July sales curve, the average of 2Q, not 1Q. And then if we are being conservative in the market recovering a little bit more quickly than expected, then we will participate in that upside. So we have – concern that we've got market share issues. Really just our call on when the recovery really starts and when we start to see that manifest in order placement.
John Inch:
Yes, make sense. Thanks, guys. I appreciate it.
Ed Breen:
Thanks, John.
Operator:
We will now take our next question from Jeff Sprague from Vertical Research. Please go ahead.
Jeff Sprague:
Thank you. Good morning, Ed and Lori. Just two for me. On the electronics and then semi in particular, could you address, a, just kind of what you're seeing from a macro standpoint kind of in the channel. But the most important is how you're positioned relative to the various manufacturers. And I'm thinking, in particular, kind of this seemingly ongoing share gain that's going on by Taiwan semi, how you're positioned there? And is there opportunity for share gain in some of these OEM players?
Ed Breen:
Yes. I don't necessarily like talking about specific customers, but I think – let me just – I think we're in a very strong position. That is a large customer of ours. So let me just say it that way. And there's clearly, maybe everyone misread the momentum a little bit in this industry, but the work at home, the data center usage, I know a key competitor of ours saw pretty much the same results. So I think it's across-the-board. The industry is growing – was growing at that rate last quarter, 18%. But we're positioned very well with a couple of the very big players in the industry. So they're seeing nice momentum also as I see they reported their numbers. So if they continue like that, we're going to continue like that. But 18% growth, I just don't see that, Jeff, holding at those kind of rates. I mean, we grow 5%, 6%, 7%. I think that's pretty nice. So I do think there's going to be some, over the second half of the year, here, a little bit of a downdraft from those growth rates, I would think, but still growing nicely.
Jeff Sprague:
And you mentioned improving handsets in the back half. Obviously, Q2 was a tough quarter for handset industry. Do you feel like you have decent visibility on what happens in the back half at this point? And maybe you could address what's going on with content?
Ed Breen:
Yes. So there's two things going on. We've got the product – some key product launches coming up with our customers for the holiday season and their 5G-enabled phones. And we have a lot more content in the 5G phones because we do all the antenna technology. So yes, we definitely have visibility for that. Obviously, smartphone sales year-over-year have been down, but we'll start to get the lift from these new launches and then the lift from the content from – going into 5G. Lori, you might want to mention kind of the difference between a 5G and a non-5G phone, just to put it in perspective.
Lori Koch:
Yes. As Ed had mentioned, as we look to the third quarter, we'll see sequential lift within the Interconnect Solutions, which primarily sells into smartphones, just driven by the seasonality as the new phones come to market in the back half of the year. So we do expect that the overall handset to be down versus prior year but we'll pretty much offset that decline with the higher content that we have in the newer smartphones. So as Ed had noted, we sell into normal premium smartphone, about $2.50 a phone. In the newer models coming out, we have an extra dollar on phone, up to $3.50. And then as you get all the way to an enabled-5G phone, we see upwards of potentially another $1 on top of the $3.50 that we expected. It's a nice play for us to be able to offset some of the decline that we expect within the overall handset.
Jeff Sprague:
Great. Thanks for the color. I appreciate it.
Ed Breen:
Thanks, Jeff.
Operator:
We will take our next question from Steve Tusa from JPMorgan.
Steve Tusa:
Hi, guys. Good morning.
Ed Breen:
Hey, Steve.
Steve Tusa:
You mentioned in the slides that the delivery of cost reduction offsets absent a prior year gain in Electronics & Imaging. Does that mean that you will have a flat margin year-over-year? Or is that we should expect flat profits year-over-year?
Lori Koch:
Yes. So I think from a margin perspective, underlying, so it takes the costs that we'll see with idling facilities in 3Q and then the prior year total gains of around $60 million between E&I and Non-Core, expect margins to be about flat, maybe up a bit underlying.
Steve Tusa:
Okay. So I guess, just in E&I, is that – you're saying kind of the same thing?
Lori Koch:
Yes. E&I, the same thing. So the gains were in E&I and Non-Core, their value grows.
Steve Tusa:
Sure. Okay. So that's the message there. I still don't quite understand why T&I wouldn't be kind of better, why 2Q wouldn't be kind of the trough quarter. I mean I understand that things aren't maybe coming back as fast as you would have expected, but kind of tough to kind of understand why 2Q wouldn't be the trough. I mean are you saying that 2Q is the trough there? Or are we kind of stuck at the bottom for another quarter? I'm just trying to kind of parse out how negative you're kind of being here on this market.
Lori Koch:
So we definitely see 2Q as trough year. We will see sequential improvement in T&I as we head into Q3. Just right now, as we see the order book, it's going to be more towards the back end of the quarter and that really a nice [indiscernible] assuming the reopening continues. It's really more of a function of where we sell into this than anything else. So we – usually, once you start seeing the OEMs start back again, you're about a quarter behind because of where we sell in with the customers versus direct to OEMs. So as we had mentioned earlier, if we're being conservative on that ramp, we'll participate in that upside because we have no share concerns. But I think it's indicative, too, if you kind of look through in the first half, we pretty well outperformed the auto build number and that's a function of where we sell into the chain. Polymer player sit and pull back as much as the OEMs enabling us to have volume declines that were less than the overall auto build decline.
Steve Tusa:
Got it. Okay. Thanks a lot.
Operator:
We will now take our next question from Steve Byrne from Bank of America. Please go ahead.
Steve Byrne:
Yes, thank you. Was curious to hear what fraction of your staffing at headquarters and in R&D during the quarter were working remotely. And do you see any impact on the R&D productivity from that challenge? And with respect to headquarter staffing, just curious about what you've learned from this. You've obviously accomplished everything that headquarters needs to do with that staffing working remotely. Where do you think that goes down the road? Is that a lot of that staffing remaining remote? Or is that kind of what you're talking about changing the locations or figuring out another way of housing all of that staffing?
Ed Breen:
Yes. It’s a great question. So from an R&D standpoint – and by the way, want to just to use one example. Our biggest location is the experimental station in Delaware where a couple thousand people work there, a lot of our scientists that do just great work, and they are going back into their labs. Very few of them though are using the office space that they have, but they are doing all their lab work. We have set it up where we are actually doing different shifts. So not every employee is in the labs at the same time. So we have an early shift that goes to about noon and then we have a second shift that goes in for the whole afternoon into the evening. And we even have quite a few of our scientists going in during the nighttime into the wee hours of the morning. So we can keep – limit the number of people in any given lab at one time. But we have many, many, many labs. So that – they are functioning. They need to be in those facilities to do a lot of their work, and that's occurring. One of the things that I think every CEO is seeing in this environment, though, back to your point about the corporate office and many of our other offices, we've been able to really work very well remotely. And by way, remember, DuPont is going through a massive deal with IFF and N&B and all the integration work and separation and hard financials and tax work and we're right on schedule with it despite most of the people working remotely. So we really – we've put a team together, and we're really looking at how do we handle our office footprint around the globe going forward. And by the way, I'm a big believer you should be in the office interacting with people. I do think if you do this long term, you'll lose something but I don't think it has to be where you're there every single day and our people are working extremely hard remotely. So we're kind of doing a whole study on can we do kind of sharing of offices and all that and reduce the footprint as we move forward. So we're taking a hard, hard look at that and probably make some decisions before we exit the year.
Steve Byrne:
And then, Ed, can you provide any update on the on the Ohio MDL litigation settlement? I don't know, you had a couple of law firms that you're working with. Just wondering if anything is an obstacle at this point? Or whether you're still thinking about resolution there relatively soon?
Ed Breen:
Yes. I think – look, I think there'll be a resolution settlement. There's basically two plaintiffs that are handling the 100 or so outstanding cases. We've been in conversations, and let me just say, I'm highly confident there'll be a resolution in the not-too-distant future on that.
Steve Byrne:
Thank you.
Operator:
We will now take our next question from Scott Davis from Melius Research. Please go ahead.
Scott Davis:
Hi, good morning, Ed. Good morning, Lori.
Ed Breen:
Hey, Scott.
Lori Koch:
Good morning.
Scott Davis:
I know it’s hard to predict these things but, Ed, do you have a gut instinct to when you think your T&I plans will be back up deployed and running or when you'll need them again kind of a cadence, I guess, is what I'm looking for?
Ed Breen:
Yes, yes, yes. Go ahead, Lori.
Lori Koch:
Yes. So from an idle mill perspective, we took about $130 million in Q2. We do see sequentially less underlying from the costs actually associated with taking the assets down into Q3 and then even more so into Q4. So fortunately, we have the flexibility that whenever we do see the demand recover, that we can be pretty agile and take those assets back up in two to three weeks. And so if we need to accelerate our existing plans, we can do that. So Q3 will look a little bit more of uptime than Q2 and then we'll see even more uptime as you head into Q4.
Scott Davis:
And then CapEx, I mean, you took it down to $1 billion for 2020. And just one of the knocks on – I know your business structure is just the capital intensity of it. But is there a sense – I mean, Ed, how do you think about how think about how you become more capital-efficient kind of longer term? I mean, obviously, productivity has to play a role. But is there a possibility that a longer-term DuPont could become less capital-intensive and perhaps closer to the $1 billion run rate than the $1.5 billion-ish levels.
Ed Breen:
Yes. No, Scott, I think there definitely is, and by the way, Lori and I have been very focused on that issue. As we Lori and I have been very focused on that issue. As we look out over multiple years, I think we can reduce the CapEx. It just so happened that we hit a period between probiotics, Kapton, Tyvek where we were very constrained on capacity and it just so happens they happen to be three of our most capital intense businesses. So I would just put in we kind of are hitting a hump on the high end for a couple of years. And we – as we model out over three, four, kind of five years, we can drift that CapEx back down. We're also – I don't want to get into all the details, all the details, but we're also looking at some outsourcing of some of the earlier chain stuff in our portfolio that I don't feel we have to do and we can outsource that to somebody else, and we're studying that hard, too. There's a couple of areas we know we can do that in and that will reduce the CapEx on our that will reduce the CapEx on our end also. So it's a big focus of ours to get that number back down around D&A on a consistent basis. But it's a great question. We understand the importance of that.
Scott Davis:
Well, it sounds encouraging. So good luck guys. Thank you.
Lori Koch:
Thanks Scott.
Operator:
We will now take our next question from Mike Sison from Wells Fargo. Please go ahead.
Mike Sison:
Hey, good morning. Nice quarter.
Ed Breen:
Thank you.
Lori Koch:
Thank you.
Mike Sison:
In Nutrition & Biosciences, you drove 240 basis points of margin improvement. What drove that improvement and beyond 2020 Ed, given you'll be on the IFF Board, what do you think the normalized growth rate for this business could be? And remind us how you think IFF combination can support that growth?
Lori Koch:
Yes, so maybe I can hit the margin piece first. So we did drive really nice margin lift in N&B and a lot of it was driven just by favorable mix. And so, we had mentioned that our probiotics were up about 30%. That's definitely the highest margin piece of the portfolio. So we really had nice improvement there. And also cost actions helps with the margin lift. So N&B would have shared in a portion of that $130 million of cost reductions that we saw in the quarter.
Ed Breen:
Yes. And just by the way on the combo, look a couple of key principles. We're going to have pretty massive R&D capability in the combined company. So we're not doing any cutting there, most of our synergy work as it is at DuPont is really going to be on the G&A side. So we're going to have really nice scale to be launching consistently new products into the markets. We've had great feedback from customers on our ability to do a lot of application development work with them with the extensive portfolio we're going to have. So I feel very bullish on that. And as you can see, generally as an industry, it just holds up very, very well. I think Lori mentioned this in her prepared remarks, 85% of the portfolio, which is really food and beverage centric grew organically 5% in the quarter and the piece that dragged it down to a 1% in aggregate was really industrial end markets that we play in. So we'll have to look at that as we move forward, but it's just a consistent industry. I would also point out, I think I said this on the last earnings call, the multiple that IFF trade that, and by the way, the IFF value or the N&B values basically still about where we announced the deal at, which is $26 billion of value for a DuPont shareholder and IFF multiple still sits 400 basis points to 500 basis points below the top, what I'd call the top few players in the industry. So I think we, as a combo, we prove success rolling out the new company. There's great margin expansion capability, just with the IFF share price and clearly the number one position that we're going to have. Again, we got to come out elegantly and integrate the company well, but that opportunity is there. And in this case, I truly believe we have the revenue synergies we've talked about with what we can offer to a customer. One of the areas – probably it's still a small business, but one of the areas really growing for us right now is the meatless meat market business. And I think we had a chart out when we announced the deal. IFF has four or five products that sell into that industry. DuPont has four or five products that sell into that industry. So our ability to innovate, just use that as one example, innovate in that industry as it moves forward is just way more significant than anybody else. So I think it's going to be a really awesome company, when we get it to – get going on it and hope February 1 is our date to consummate the merger next year. Again as – and as I think Lori said the vote – the shareholder vote is on August 27, so another month from now and that'll be done.
Mike Sison:
All right. And a quick follow-up, TE FMC announced a new fab to put in Arizona in 2Q and not sure if that's a one off or an ongoing trend to bring capacity back to the U.S., but if that's the latter, would that be a positive for your semi business?
Ed Breen:
It should be yes. And my gut is talking to our customers that you'll see more announcements like that.
Mike Sison:
Great. Thank you.
Ed Breen:
Yep, thanks.
Operator:
We will now take our next question from Jonas Oxgaard with Bernstein. Please go ahead.
Jonas Oxgaard:
Hi, good morning guys.
Ed Breen:
Good morning, Jonas.
Lori Koch:
Good morning, Jonas.
Jonas Oxgaard:
Hi. I was hoping to take a step back. I mean, we are living through the probably most influential event in our lifetimes. The world is changing a lot. And given that you're a diversified company, are you seeing any place where you're changing your strategy in the next couple of years?
Ed Breen:
Not – Jonas, not significantly, but remember one of the things we've been working on and I'm really glad we got our sustainability report out. If you want to take a look at that now, it's online, is that a lot of our products in areas we're working on from an R&D standpoint really goes towards the UN sustainability goals. So I think we're secularly where we're – our scientists are working, where we're developing products for, I think, is in the sweet spot of a lot of things that are changing in the world. So from that standpoint, yes, we put a lot of effort into that over the last few years, so we're kind of redirect our thinking towards that area. And so I think secularly, I feel good about where we're investing our money. So I wouldn't say the pandemic changed anything. It's kind of been something we've been working on the last few years. And I think that's going to play out well for us. And it's why we think in normal times we can outgrow GDP because of the areas we're going to be focused on.
Jonas Oxgaard:
Okay. As a follow-up with that, if you don't mind, you're seeing a lot of discussion about hydrogen in the – particularly from the European Union. And some of the hydrogen investment has to be water purification. Is that something your water business is doubling down on? Or is that an opportunity for you guys?
Ed Breen:
Yes. Yes, it is. And by the way, we – that's a business and by the way that goes to our sustainability goal. That's one of the key ones is global clean water. That business, as you saw, is growing very nicely. And we would love to add to that portfolio, both R&D capability, which we're adding people, application development people we're adding in that business. And if we could do any more bolt-on acquisitions, we would be thrilled to do it in that space. And by the way it was strong across the home application, desalination and industrial wastewater, every one of those segments is doing very well.
Lori Koch:
And if I can just add the acquisitions that we made at the end of the year, really have put us as a leader across all the three types of filtration technology, so reverse Osmosis, Ultrafiltration and Ion Exchange Resins. So we're well positioned to take advantage of any inflections in the market.
Jonas Oxgaard:
Okay, thank you.
Ed Breen:
Thanks, Jonas.
Operator:
We will now take your next question from David Begleiter from Deutsche Bank. Please go ahead.
David Begleiter:
Thank you. Good morning. Ed and Lori just on Tyvek. How are you thinking about the growth of this franchise going forward, given recent events? And are you doing any debottlenecking with the current plant maintenance?
Lori Koch:
Yes, so I think the growth, we see a lot of upside in the growth and even when the pandemic is behind us we see further upside with the garments, just given that a lot of the local and national governments will look to either establish or replenish their stockpile, so that the benefit that we're seeing isn't temporary. And longer-term, obviously, we need to add capacity to continue to participate in the growth and we're doing that. So once we are able to restart the Tyvek line 8 project at the end of the year that ultimately will add an incremental capacity for us. As far as the debottlenecking is concerned, we did a lot of that in the first half to enable the improvements that we saw in Tyvek garment. So combined with a couple of initiatives of bringing some new assets online as well as debottlenecking, that’s where we able to double that production of Tyvek garment. So always looking to get incremental capacity of the line just given the asset is sold out.
David Begleiter:
That's very helpful. Just on T&I, you mentioned an inventory build that could impact Q3 in the auto area. Would that be done by end of Q3? Or could that leak into Q4 as well?
Ed Breen:
No, I would think that that would be done. It's not – I don't think it's overly significant. But, as Lori mentioned in her remarks, our sales in T&I were kind of less than half of the downturn of autos. So, we're concerned just there's a little bit, but we also, as we said, we lag in the supply chain a little bit. So I would think by the time we're going into the end of the third quarter into the fourth quarter, we're totally fine.
David Begleiter:
Thank you very much.
Ed Breen:
Thanks, David.
Lori Koch:
Thanks, David.
Operator:
We will now take your next question from John McNulty from BMO Capital Markets. Please go ahead.
John McNulty:
Yes, thanks for taking my question. It sounds like you've got a lot of things in the works in terms of improving cash conversion and you highlighted a greater than $500 million working capital improvement. Can you speak to kind of the types of targets that you're looking for in terms of working capital enhancement as you're looking forward? Like I said, it sounds like you've got a lot in the works, but can you help us to quantify how to think about that going forward?
Lori Koch:
Sure, yes. So we've got – for this year, we've got a target of greater than $500 million and then even beyond that we've still got entitlement as far as improving our underlying productivity probably deliver another $500 million. So we said, it's not going to come out in one year, but we saw $1 billion total working capital opportunity. So once we get past that, those two large improvement opportunities, they're going to be a couple years until we're complete with those. With the free cash flow conversion targets that we've set of at least greater than 90% and we've been greater than that in the past. And so, our history is right around a 100% that sort of dictates that you maintain flat working capital to be able to deliver that metric. And so any upside that you see as far as top-line growth that may negatively impact working capital. We're going to have to offset that with ongoing productivity. And so our largest opportunity sits within inventory, which is where a lot of our efforts are targeted around improving inventory productivity through SKU rationalization, through reorder point examination, through demand – better demand planning. So that's one of the larger opportunities for us as we go forward.
Ed Breen:
Yes, I'd also mention – or Lori, you might want to give a number around this, but one of the things going into the pandemic, I was personally very worried about was just past due balances and we have had massive improvement on pass through, which I kind of find interesting in this environment because I wouldn't have thought that, but Lori – the teams around the world, we put a big, big focus on that as I thought it could become a little bit more of an issue and we've actually made great progress.
Lori Koch:
Yes, we did. We've reduced past due versus prior year by about 40% in the quarter. So really nice there, just as Ed had mentioned with a lot of the customers looking to delay payments or miss payments because of the pandemic, we've actually went to the other side and reduced it. So, a great performance there.
John McNulty:
Got it. That's hugely helpful. And maybe just as a follow-up, it looks like in terms of asset values, they've come up a lot in the market. It sounds like a lot of the bid asks that are out there in terms of M&A or maybe narrowing. Can you give us any update on the non-core businesses that you have kind of sitting there and your optimism on getting some transactions done either in the – kind of in the back half of the year?
Ed Breen:
Yes, John, it's been one of my more frustrating ones. We have interested parties in every one of the assets. We're in negotiations on everyone and it's just slower in this environment doing due diligence people visiting sites, doing the environmental studies. So, hopefully, we'll make some progress here in the back half of the year on that, but we're totally focused on getting that done. I just don't want to put a date on them. I thought we'd have a couple done by this phone call and hopefully we get them across the finish line, but we definitely have parties that we've been talking to. Mostly strategic…
John McNulty:
Got it. Thanks very much.
Ed Breen:
Mostly strategic players, which is a good sign, I think.
John McNulty:
Got it. Thanks very much for the color.
Ed Breen:
Yep, thanks.
Operator:
We will now take our next question from John Roberts from UBS. Please go ahead.
John Roberts:
Thank you. Any updated thoughts on how you distribute the new IFF shares? You're giving yourself a lot of flexibility between a spinoff and split off here? Are you tilting towards one versus the other?
Ed Breen:
Well, I can't say yet. We'll make that decision as we get later into the fall. I mean, I've always just done a spin-off, but I don't want to put a leaning on it right now, just depends what the numbers look like when we get there. But look, I think, the good news overall, John, I mean the shareholder vote is happening in a month, the deal is definitely happening. I know earlier in the year, people were curious, is this thing going to stick and all that with everything going on. So the deal is in great shape from that standpoint. And again, we'll see where we're trading at what's going on at the time and we'll make a decision then, and you just can't make it right now because you don't know the facts.
John Roberts:
And then could you give us an update on the ethanol enzyme in the Biosciences businesses, which are the weaker areas within N&B recently?
Lori Koch:
Yes, so that was within the 15% of the portfolio that we had noted that was weaker in N&B. So that portion of the portfolio along with microbial control was down significantly in the quarter. As we look to the back half, we would think – you would see kind of a flattish in the second half, but we'll see how the market continues to play out.
John Roberts:
Thank you.
Ed Breen:
Thanks, John. I think we're going to take one more question.
Operator:
Perfect. We’ll now take our next question PJ Juvekar from Citi. Your line is open. Please go ahead.
PJ Juvekar:
Yes. Hi, good morning. Thank you for taking my questions. Ed, many companies have deferred buybacks and I know right now there is gas savings aspect of it, there's also the perception of buybacks in the middle of the pandemic. So with your strong free cash flow from the working capital release when do you think you can come back in a meaningful way in share repurchases?
Ed Breen:
Yes, PJ it’s a great question. I think we'll probably assess it again in the kind of early fall. Take a look at it. Remember, we're going to get over $2 billion of excess cash from the IFF deal at the beginning or kind of going into 2021. So we know we have that coming back to the prior question, hopefully we have some decent cash coming in from the non-core asset sales, so that will be excess cash and of course in our own just operations generating cash. So, I really love our position going into 2021 because we're going to have cash available from a multiple angles and no debt payments until November of 2023. So we're going to have a lot of flexibility. And so, I think, we'll be reassessing that as I said in the early fall and make a call on that. If I look at the new DuPont ex N&B and I look at where the multiple of the companies out, which is give or take eight times. I can't imagine at some point here, we're not going to be doing some share repurchase. Hopefully, we're not trading around eight times moving forward, but ex not worried about the pandemic, I'd be buying shares back right now. So I again will assess it again in the fall knowing where we're going to be sitting from a balance sheet, a very strong cash position.
PJ Juvekar:
Great. And one quick follow-up on M&A, I know it's tough to do M&A right now, but in the past you had talked about potential deals in either T&I or E&I, but with the recent charge that you took in T&I, does that set that division back a little bit and maybe whenever the M&A market opens up, would E&I be the front runners? Thank you.
Ed Breen:
Yes, let me just answer that. No, I don't feel any different about T&I. By the way it’s a great – auto is a great industry to be in and just. It’s just – hey, the pandemic took it down, but remember, I think Lori covered this well. The charge we had to take was because we had to step up the assets so significantly in the DowDuPont merger that there just was no wiggle room there. So it's a non-cash charge. If we – any weakness we would see we were kind of on the teetering edge because of what we had to do when we did the merger and step up. So no, I don't feel any different about it. And look, we're starting to see the rebound in auto come back here and I think 2021 will be a decent year for auto, not back to $90 million auto builds, but it's going to lift up rather nicely here. So I feel good about that. And look, as I said, we're all hands on deck operationally right now. We're not looking at something big structural right now. There's too many moving pieces with – in all the industries. And it's just not on our plate at this point in time. We want to get the N&B deal done, keep it on schedule which we are, and – but we always have that flexibility in the future, if there's a great opportunity for our shareholders.
PJ Juvekar:
Great, thank you.
Ed Breen:
Thanks PJ.
Leland Weaver:
Thank you everyone for joining the call. For your reference a copy of our transcript will be posted on our website. This concludes our call.
Operator:
Thank you. Ladies and gentlemen, you may now disconnect.
Operator:
Good day and welcome to the DuPont First Quarter 2020 Earnings Conference Call. Today's conference is being recorded. At this time, I would like to turn the call over to Leland Weaver. Please go ahead.
Leland Weaver:
Good morning, everyone. Thank you for joining us for DuPont's first quarter 2020 earnings conference call. We are making this call available to investors and media via webcast. We have prepared slides to supplement our comments during this conference call. These slides are posted on the Investor Relations section of DuPont’s website and through the link to our webcast. Joining me today on the call are Ed Breen, Chief Executive Officer; and Lori Koch, our Chief Financial Officer. Please read the forward-looking statement disclaimer contained in the slide. During our call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risk and uncertainty, our actual performance and results may differ materially from our forward-looking statements. Our 2019 Form 10-K as updated by our current and periodic reports includes detailed discussion of principal risks and uncertainties which may cause such differences. Unless otherwise specified, all historical financial measures presented today exclude significant items. We will also refer to non-GAAP measures; a reconciliation to the most directly comparable GAAP financial measure is included in our press release. I'll now turn the call over to Ed.
Ed Breen:
Thanks, Leland, and good morning, everyone and thank you for joining us. This is obviously an unprecedented time, and I hope you're all safe and well. Today we will walk through the disciplined plan we are executing as we navigate the current environment, including our overall approach to protecting the health and safety of our employees and maintaining our supply chains and operations. We will also detail a number of actions we quickly implemented to strengthen our liquidity, protect our balance sheet and generate cash. Because of these swift actions, we are on solid footings and are well prepared to handle the uncertain times ahead. We will also provide comments on the first quarter results, overall market dynamics in April, as well as our current assumptions for the next few months. Since the outset of this pandemic, our priorities have been clear; beginning with the safety and well being of our employees. We have taken aggressive steps to protect our employees, are restricting access to our sites, implementing enhanced cleaning protocols, performing contact tracing among our employees, administering quarantines where needed and implementing work-from-home protocols where possible. I want to acknowledge the tremendous efforts across our organization in overcoming the challenges created by the pandemic. The determination of our employees from across the globe to maintain business continuity has enabled us to continue to be a reliable supplier for our customers, and a vast majority of our plant sites have been deemed essential in their local jurisdictions, and have continued to operate. As a result many of our manufacturing and other necessary personnel deserve particular recognition. Their extraordinary dedication in this incredibly challenging environment has enabled us to keep our sites and supply chains operating; our second priority for managing in these difficult times. In fact, we have been successful in maintaining our operating base during the global pandemic with only a handful of our manufacturing locations shut down by local restrictions over the past few months; and currently, operations are restricted at only two of our 170 manufacturing sites. We have begun longer term planning for an eventual return to the work for non-manufacturing employees, which will be done in accordance with all relevant government requirements, and continued emphasis on health, safety and the overall well-being of our employees, customers and communities. Our third area of focus has been bolstering our already strong balance sheet by enhancing our liquidity position and implementing plans to generate and preserve cash. We will provide more detail on these actions in a moment. Lastly, we continue to do our part to help combat this pandemic. We have donated over 140,000 Tyvek garments, and thousands of gallons of hand sanitizer to healthcare and other frontline workers. We have also used our 3D printing capabilities to make face shield for local hospitals that were experiencing shortages and partner with Cummins to use DuPont filtration technology to help augment the supply of N95 respirator masks. We have also announced a number of initiatives to increase the supply of protective garments by more than 15 million per month since the start of the pandemic, including the increased production of Tyvek garments by more than 9 million per month primarily by shifting production away from non-healthcare markets. And launching the TyvekTogether campaign, which enable the production of 5 million to 6 million additional garments per month for the rapid development of a safe, easy to use version of Tyvek and by empowering others to join DuPont in protecting frontline responders with free access to our designs and usage instructions. These are unprecedented times, and I am personally engaged in the day-to-day work to respond quickly to the changing environment. We take our designation as an essential business very seriously, and are committed to doing all we can to support our employees, our customers, our partners, our shareholders, and the communities in which we operate. Slide 3 details the series of actions we have been operating against since the pandemic spiked in mid-March. The senior leadership team and I are on top of these items daily to ensure we remain well positioned. We have analyzed a number of stress case scenarios and are confident we are making the right decisions to ensure we are favorably positioned to weather an unlikely steep and prolonged downturn, while also being equipped to return to growth when the market recovers. Our playbook for this environment is straightforward
Lori Koch :
Thanks, Ed. Slide 4 highlights our strong liquidity position. We have always valued a strong balance sheet and that mindset led our actions as the severity of the downturn came into focus in mid-March. We saw the certainty of access of liquidity, as well as a firm plan for refinancing our November 2020 bond maturities by simply putting the wheels in motion to obtain bank financing as commercial paper and credit markets were initially constrained. In short order we were able to secure a new $1 billion 364 day revolving credit facility, which replaced the $750 million facility that was set to expire in June. While we expect it to remain untapped, extending and enlarging this facility provides greater certainty to meet our general business needs. We also obtained a $2 billion delayed-draw term loan to ensure we had a path to pay off the November maturity, and have since replaced the bank commitment with a short dated bond, which I will discuss on the next slide. With these new credit facilities in place, and our strong cash position, we feel very comfortable with our liquidity. We also have opportunities ahead of us for further cash generation through working capital improvements and proceeds from divestitures. We have identified working capital as a key area for improvement and expect to deliver more than $500 million of working capital improvement in the year and we are off to a nice start in the first quarter by reducing our use of cash by $300 million versus the prior year. Each of our businesses have a series of targeted focus areas to deliver our working capital improvement, including inventory reductions through initiatives such as SKU rationalization and shifting from make to stock model to a make to order model in certain businesses. Within accounts receivables, our teams have increased their focus on pass-through accounts and across both accounts receivable and accounts payable we continue to optimize terms with our customers and vendors. In the quarter, we closed the sale of our Compound Semiconductor Solutions business generating over $400 million in gross proceeds. We are also taking a prudent action to pull back on certain CapEx reducing our spend by about $500 million versus the prior year. We elected in mid to late-March to price share buybacks after we had repurchased approximately 230 million in the quarter. While shareholder remuneration remains a critical component of our financial solvency, this was a tactical action at the time in order to conserve cash. Lastly, our Board recently approved the second quarter dividend of $0.30 a share. We remain committed to our dividends and are confident that we will be able to maintain it through these challenging times. Moving to Slide 5, as I mentioned, just last week, we launched a successful $2 billion bond offering, which has replaced the delayed-draw bank facility we previously secured. The proceeds of this three year bond offering will be used to satisfy the debt maturities that become due in November of this year. The newly issued bonds have a stated maturity 2023, but includes a provision that accelerates the maturity when we close the IFF transaction. With the receipt of a several cash payment from the N&B and IFF deal, we remain committed to paying down our debt by $5 billion. With this deleveraging payment, we will have no long-term debt maturities until the end of 2023. Getting bonds in place to pay off the November maturities will be net neutral to our debt position as of the end of the year and significantly improves our liquidity position. We have amendable debt load and we are in a position to maintain a strong balance sheet both now and post the N&B/IFF transaction. We continue to hold strong investment grade ratings from each of the leading rating agencies and intend to maintain the balanced financial policy that has positioned us well. Turning to Slide 6, we remain committed to delivering our structural cost savings targets. In March, we indicated that we would be doubling the incremental cost actions that we plan to deliver in 2020 from approximately $90 million to $180 million. We are not impacting the long-term growth of the company through the actions we are planning. It is important to note that the bulk of the savings we have identified are targeted at reducing functional G&A costs, thus maintaining our investment in sales and R&D. We plan to maintain a competitive level of R&D spend of approximately $900 million in 2020, which will help to ensure that we are well positioned for growth once market recovers. These cost reductions will enable us to achieve our best-in-class functional cost structure. In addition to the structural cost savings, we took a number of actions to control cost increases, including the decision to forego merit increases for 2020 and implementing a hiring freeze. We're also seeing reductions in cost especially with capital projects as we pull back on our capital and lower spending across the company. These actions were implemented quickly and we are seeing the benefits. Before turning it to Ed, I will comment on the first quarter results on Slide 7. Our teams executed well to deliver a solid quarter above our expectations in each of our core segments. We delivered net sales of $5.2 billion, down 4% in total and down 2% organically with price flat and volume down 2%. We saw strong demand across a number of key end markets including protective garments, water filtration, electronics and probiotics. Gross margin improved more than 150 basis points on a year-over-year basis on favorable mix and the benefits from our productivity actions. Operating EBITDA was $1.3 billion down 8% from a year ago period driven primarily by the absence of $75 million of discrete gains in S&C and E&I, as well as lower volume and price in T&I. Adjusted EPS of $0.84 per share was down 9%. Turning to Slide 8 for more detail on the segments. The solid first quarter results in our Nutrition & Bioscience business are clear in the numbers. Solid top-line growth and robust operating leverage led to an operating EBITDA margin improvement of more than 200 basis points. The operating leverage in N&B was primarily driven by the recovery of the probiotics business which delivered a margin above the segment average. Probiotics had its strongest quarter ever as key initiatives to strengthen the North America market were implemented and consumer demand for immune health strengthened globally. N&B also saw increasing demand in food and beverage, home & personal care and animal nutrition markets, a trend we continue to see in April. Likewise 8% organic top-line growth in our E&I segment was a solid result. Strength in the quarter was led by double-digit growth in Interconnect Solutions, driven by higher material content in premium, next generation smartphones, and high single-digit growth in Semiconductor Technologies, where new technology ramps within logic and foundry coupled with robust demand for memory in servers and data centers. These areas of strength were more than offset by the absence of a $50 million prior year gain resulting in operating EBIT decline of 12%. The results of our T&I business were generally as we had anticipated with a very difficult environment for both price and volume. As Ed mentioned, we expect further challenges looking forward as the auto industry slows dramatically as a result of the COVID-19 pandemic. We delivered net sales of $1.1 billion, which included a volume decline of 8% and a price decline of 4%. We anticipate a similar year-over-year pricing trend in the second quarter. Within S&C demand for protective garments was robust leading to a 65% increase in garment sales versus last year. Our Tyvek team is working tirelessly to get our protective garments in the hands of healthcare and other frontline workers, including in many instances, donations of these garments. We are working closely with our channel partners to increase the speed and availability of personal protective equipment and we are taking great efforts to prohibit opportunistic pricing of these vital supplies. Despite the strength of protective garments, sales in the Safety Solutions business declined mid-single-digits, as demand weakened across industrial, aerospace and defense markets as a result of the COVID-19 pandemic, and challenges in the oil and gas industry. Similarly, Shelter Solutions sales declined low single-digits as construction activity was impacted by stay-at-home orders issued across the globe. Demand continued to be strong in Water Solutions which drove mid single-digit organic growth in the quarter. S&C operating EBITDA margin of 28.8% was the highest it has been in several quarters driven by the continued focus on price improvement, cost actions and productivity. Versus first quarter of 2019, operating EBIT was down due to the absence of a $26 million gain, which was recognized in the prior year. Turning to the adjusted EPS bridge on Slide 9, you'll see that our adjusted EPS declined 9% to $0.84 per share for the first quarter. Organic top-line growth in our E&I and N&B segments as well as further execution of our cost savings and productivity actions was not able to offset the $0.06 headwind we saw from nylon pricing pressure in our T&I segment, as well as the absence of prior gains in our E&I, S&C segments, which reduced adjusted EPS by $0.08. Below the lines, we saw a 500 basis point increase to our base tax rate driven by discrete items in the first quarter. We expect our full year base tax rate to be in the range of 21% to 23%, driven by the first quarter discrete items. With that, I'll turn it back to Ed.
Ed Breen:
Thanks, Lori. Slide 10 shows the progress we have made since announcing the N&B and IFF transaction last year. I remain very excited to bring these two businesses together to create a global leader. Since the announcement of the transaction in mid-December, teams have been hard at work. As I told you in January, the executive steering team and leaders for key work streams including separation and integration, our financials, IT separation and stand up, legal entity work and talent selection are in place, and things are progressing as planned. In fact, as of March, we have received antitrust clearance here in the U.S. and our draft EU filing was submitted on April 20th. And we are now working with the European Commission to formally notify the transaction and opinion by trust clearance. We will file our initial registration statement with the SEC in the coming days. Also, the new leadership team will be announced later this month and IFF intends to hold a shareholder vote in September. In summary, the teams are energized and all the critical milestones remain on track for a Q1 2021 closing. Let me wrap up a few comments on what we saw in April, as well as our expectations for the second quarter. We are seeing robust demand continuing within several key end markets such as water filtration, food & beverage, probiotics, electronics and protective garments. There’s some increased demand in these markets as a result of pandemic, but these businesses are market leaders in their space, and there is undoubtedly underlying growth driving these results as well. However, as we have highlighted, these areas of strength are expected to be more than offset by the well-known softness in automotive, aerospace, oil and gas, and other industrial markets. In April, our sales were down low to mid-teens percent versus last year. Earlier I mentioned the actions we’re taking to run our T&I business for cash through this period of significant demand weakness. These actions will result in near-term earnings headwinds as fixed costs otherwise would have run through inventory, will flow directly to earnings. Likewise, actions to pull back up production will lead to lower utilization in several industrial businesses within S&C segment. All in, we expect our second quarter decremental margins to be in a range of 45% to 55% on lower volume, nylon pricing pressure, lower utilization, and costs associated with idling facilities. Excluding our decision idle facilities our decremental margins would be in a range of 35% to 40%. While it is still impossible to predict timing, our markets will eventually stabilize and return to growth, and we will be well positioned for the recovery. In the interim, we will continue to prioritize the safety and health of our employees, safely maintain our operations, strengthen our balance sheet, and partner with other industry leaders to combat this pandemic. I'll now turn it over to Leland to open up for Q&A.
Leland Weaver:
Thanks, Ed. Before we move to the Q&A portion of our call, I would like to remind you that our forward-looking statements apply to both our prepared remarks and the following Q&A. We will allow for one question per person. Operator, please provide the Q&A instructions.
Operator:
Thank you. [Operator Instructions]. Our first question will come from Steve Tusa with J.P. Morgan.
Steve Tusa:
A lot of companies are calling out like gargantuan temporary cost savings. 3M talked about $350 million, $400 million or something in the second quarter alone. Honeywell talked about like $1 billion. I see kind of the structural cost which is positive obviously, because that kind of carries forward. Can you maybe frame anything that may be temporary that can kind of defend the margins in the near-term?
Ed Breen:
Yes, Steve, thanks for the question. And obviously, we spent a lot of time on this topic. So, as you know, we upped our structural cost savings in the last month or so from $90 million to $180 million. In addition to that, remember that we have another $165 million that is a structural change to the cost of the business. That's coming out from the DowDuPont merger and putting those businesses together. So in total, we have about 330 million give or take coming out of the system permanently. On top of that, we have about another $80 million to $100 million of what I would call opportunities that are T&E reduction, external contractor spend at our facilities. And we've eliminated the merit increases, we’ve freezed hiring. So things that were in our plans, there's about another give or take $80 million to $100 million that won't get spent that was baked into the plan. So, when you kind of sit back and look at it, we have benchmarked every function in the company, every business in the company and we are getting the G&A expenditures to best-in-class benchmarking with the best companies out there. Remember that four years ago, when I arrived, we took about $1 billion of structural costs out of DuPont and during the DowDuPont merger we took another $1 billion of structural costs out of the business on top of what we're now presently doing. So, I think if you look at it, we're going to benchmark very, very well through this. And again, I wanted to really attack the structural flaws, so that they're permanent in the business. Another point, though, that I would make, we did not touch the growth programs in the company. We left all of our sales organizations totally intact and we left all of our R&D spend, which is 4% of sales $900 million totally intact. And by the way, I think we're running our R&D machine very, very well. We’ve benchmarked every single program, what's the return going to be on the program, are we spending what we said, is the timing the timing we said it would be? So we're going to come out of the downturn I think in a very strong position. We're still cranking out a lot of new products through this. So I think we’ve balanced this thing very well.
Operator:
Next question will come from Scott Davis with Melius Research.
Scott Davis :
I was encouraged by that [comment] [ph] on April down low-teens. And I guess my question, I was hoping you could give us some granularity on perhaps by segment on what those numbers were. Because does sound like a pretty good result versus what we're hearing from others so far, at least?
Lori Koch:
Thanks, Scott. So, as we mentioned on the call, April was down kind of low to mid-teens. It was a similar result that we saw in Q1 kind of carry into April. So we saw continued strength in E&I, continued strength in N&B. The strength in E&I is primarily coming again from semiconductors as we see increased usage in the data and server space. T&I and S&C were down more than what they were down in Q1, in line with what you would expect with what's going on in automotive. Automotive right now, we expect it to be down about 45% in Q2, versus down 25% in Q1. And S&C continued strength in Tyvek within the garment space, as the garments alone, which are about a third, historically at Tyvek they've kind of come up now to almost half of Tyvek. We're up about 65% in the quarter. So really nice shrink there. And we've announced some capacity expansion to enable that to continue to grow into Q2. But the headwinds that we're seeing in aerospace and oil and gas are more than offsetting that as well as construction with all the stay-at-home orders. So net-net, April down. As we’d mentioned about low to mid-teens with very similar end market results that we saw in Q1.
Operator:
Next question will come from Vincent Andrews with Morgan Stanley.
Vincent Andrews:
Maybe just a follow up on the Transportation & Industrials. You said builds were down 24% 1Q, but your volume is only down 8%. Was that sort of trade loading of some sort, does that have to reverse in the second quarter such that your auto performance would actually be much worse than that 40% that you're seeing in -- decline in global auto builds?
Lori Koch:
So I think, so underneath the 12% down, 8% volume that we've recorded in T&I. So there was strength that we saw in the Healthcare segment that offset some of the weakness that we saw in Mobility Solutions. So mobility would have been down more than the results that we reported for the quarter. Having said that, we continue to expect to see our performance outpacing auto builds just driven by the content per vehicle, so we've given a number in the past of about 1.5 times that we would look to exceed auto build just driven by the material content that we have as we see branch towards light-weighting as well as electric vehicle. So that's kind of what led to our results to outpace. There is a little bit of a time lag between when you see auto builds decline and when you see back to chain where we primarily sell into with our polymers. So we did see a little bit of acceleration in Q1 as people were loading their supply chains in advance of the downturn. So I think our results in 2Q will more mirror what you're seeing from an end market perspective.
Ed Breen:
And just add on to that, just to make it clear, this is a business in T&I that we are truly running for cash performance in this period of time. So, we purposely are hurting our earnings by $90 million to $100 million if we kept running the facilities as they do, for instance, in the semiconductor industry, our earnings would literally be $90 million to $100 million better. But we're going to draw down the supply chain here and generate $200 million to $250 million of cash performance in the company. So, we will be temporarily shutting down about 50% of our polymer capacity in the business and I think it's the right decision, a smart decision to do that. And we'll come out of it stronger and have a better uptick when things return a little bit more to normal.
Operator:
And your next question will come from Steve Byrne with Bank of America.
Steve Byrne:
I appreciate the near-term focus on these urgent issues like coronavirus. I just wondered if that impacted any progress you made on your PFAS liabilities. Didn't hear much about that and just want to know whether or not you could give us an update on that. The arbitration with Chemours, the litigation of the Ohio MDL and any movement towards getting a little more collaborative on this front?
Ed Breen:
Yes. Thanks for the question, Steve. So on the PFOA front, as you know we had two trials of the case, the small amount of case is remaining. My personal opinion is there will be a settlement there. We'll get those cases in Ohio behind us. And I'm highly confident that will occur. As you know, Chemours, the judge ruled in our favor that this will go to arbitration. Chemours did appeal that to the court. But the law is so heavily on our side on this issue that arbitration will occur here. As I said before, I like the arbitration process just because it's a quicker process than going through the court system. So, we feel very, very good about that. But again, my opinion is, there probably will be a settlement with Chemours that will carve here at some point in time. We'll renegotiate the agreement we have between the companies. There are some very key guideposts in any agreement that we would come up with that are important to us. It will not be -- we will not do an uncapped deal. And it would be a deal that would play out over multiple, multiple years, because I don't see any liabilities on PFOA that are significant at any point in time. But there will be liabilities that will play out over multiple years as we do remediation of piece of certain sites and all that. And then one other point I would just make, remember that I think a lot of the hoopla around PFOA with us, and I certainly acknowledge this, that it's a little bit of a cloud over us, is that we are being named in fair amount of the firefighting foam cases. But it's very important than I know, Steve, you've written extensively about this. We never made firefighting foam. We had one surfactant that was used for 10 years out of a 70 year period. So I think we're a very, very minor player if at all in firefighting foam, and I think the biggest issue for DuPont is to get out of those cases and be able to wrap that up, I think is the biggest thing, because the rest of the PFOA is very limited for manufacturing sites where we used it in the process in the manufacturing. So, again, that will play out over the next year or so. But on the other two items, the Ohio one, the Chemours one, I think you'll see some action there in the coming months.
Operator:
Next question will come from John Inch with Gordon Haskett.
John Inch :
You have a prominent -- I'll just say a prominent reputation as a deal guy. However, I think folks often forget you kind of cut your teeth on operations at Motorola. Have you and Lori gone about coming up with more than double the cost saves versus prior management in only a few short weeks than months? And often companies that start down more of a heavy lifting restructuring path, I think financial services, lots of different sectors, actually find there's more and more that they could do without sacrificing core ops or productivity or the quality or whatever. Are you guys finding similar opportunities as you go through the processes or is it still kind of a little bit too early to make that judgment call?
Ed Breen:
Thanks for the question, John, and Lori jump-in in a minute also if you would like. And thank you for saying about working on cost and operations. That's actually what I like to do the most, even though maybe reputationally it's different than that. I love running the businesses. So I mean I'm a big believer in benchmarking. I'm a big believer in keeping G&A costs really lean and mean. By the way, I've talked to many CEOs during the COVID-19 here, and I actually think we're finding additional ways to potentially structurally save costs in the company. I'm pretty impressed at how efficient we're running the company in the stay-at-home policy for most of our non-manufacturing employees. So I think there's some lessons we're going to learn there on our real estate footprint as we move forward. But we always intended to take out more costs. And remember when N&B leaves the portfolio, it's important that we reduce our G&A cost structure in the company so that we're still best in class when that revenue and EBITDA leaves the company. So what we've done is we've really benchmarked very significantly around what are we going to look like post the N&B transaction. One of the other things we're doing on the -- which will probably translate into better costs is we're really going through the company and looking at every single SKU in the company and really looking at a rationalization there. I've done this in every other company I've run and there's always a very significant opportunity. We've already completed it in our water business. And we've taken the margins up 1,000 basis points in the water business and a big part of that was the rationalization of SKUs through the business. So that's the kind of the path that Lori and I are on right now in the company. And I think we'll continue to get opportunities from that. Lori you want to comment?
Lori Koch:
Yes, I think, our next area of focus is obviously around a lot of COGS over the last few years. So we're looking and shifting the focus towards COGS. So there are definitely areas of opportunities in COGS, we will spend about $13 billion, $14 billion there. There's opportunities to increase our reliability, increase our uptime, increase our yield. So that's definitely an excellent area of focus for us that will help us to continue to expand margins.
Operator:
Next question will come from Jeff Sprague with Vertical Research.
Jeff Sprague:
Just kind of thinking about the trajectory of this thing. Obviously, a lot of your businesses are fairly short cycle. So it's unclear how much visibility you have. But do you see April being the low watermark in terms of kind of sales declines or are we looking at kind of the possibility that auto stays week and some of the pockets of strength like electronics maybe soften up a bit? And maybe as part of that answer Ed, you made a comment about planning for kind of unlikely steep and prolonged downturn. Obviously, none of us have a crystal ball here, but would appreciate your perspective on really what you think this does look like and kind of the path back up and out of this current drawdown?
Ed Breen:
Yeah, let me hit the high level scenario planning we did first Jeff and I appreciate the question. And by the way, I was the CEO through the '08, '09. And Jeff, you know this, I took over Tyco in 2002 on the brink of bankruptcy. So, I've done a lot of scenario planning in the past. And never thought I'd have to do it again. But we actually did two cases for ourselves and for our Board that we presented to the Board of Directors. And by the way, I don't plan on this happening at all. But it was truly just scenario planning. We did a scenario, where what if revenue was down 30% for at least one year, we did 20% down on volume, 10% down on price which we're -- practically the world would coming to an end, but we did it anyway, just to say, “Hey, here's how the P&L would look, here's how our cash position would look.” And by the way, we would be fine through a period like that. We did another scenario, and I don't even want to say this one yet, but it was even worse than the 30% one. Let me just say it that way that we also presented to the Board. And I'm just a big believer in, don't be naïve here, if things are tough for a longer period, how do you run the company through and make sure the company is healthy. So I feel very, very comfortable with where we sit and where we put the liquidity of the company through this scenario. And by the way, when the N&B/IFF deal happens, we get $7.3 billion of cash. And as Lori mentioned in her prepared remarks, we're going to use $5 billion of that to pay down debt. So we'll be in a normal operating environment. Our debt profile will actually be better than it is in current DuPont. And remember, we still have $2.3 billion of excess cash left over from that $7.3 billion of that will have available to us. So we're going to be in just a phenomenal position from that standpoint. Lori, would you like to comment a little more detail?
Lori Koch:
Yes. So I think, to your question on the second quarter, so we do at this point or we see the second quarter as the lowest through the year. So, as I mentioned the sales in April were down low to mid-teens. We have a hard time seeing total Q2 sales being worse than down mid-teens. So as we see it now, Q2 should be a low point.
Ed Breen:
Yes. I think also, you mentioned the E&I business. I could see the semi business obviously downturn a little bit going maybe into the third quarter. It's been running very robust in the first quarter. It is running robust in the second quarter but all indicators are that, that will turn down a little bit. So I could see that happening. But as Lori just said, I think mid-teens down revenue is probably the bottom, but what we're seeing based on what we know, as of today.
Operator:
And your next question will come from David Begleiter with Deutsche Bank.
David Begleiter:
Lori, just on the CapEx reductions. What types of projects -- I assume growth projects were being cut back, so these are temporary deferrals? Are you running close to maintenance levels at these current CapEx guidance targets? Thank you.
Ed Breen:
Yes. So high level, David -- thank you for the question. So last year, we spent $1.5 billion on CapEx and we planned on spending $1.3 billion this year. And remember, we're higher than our D&A, because we had three or four key growth projects, all hitting at the same time that we feel really good about. So that's the reason for the $1.5 billion last year and even higher this year, or high for us $1.3 billion this year. We have reduced that to $1 billion. So $1.5 billion last year, down to $1 billion this year. By the way everything that we've delayed is simply a delay, we're not canceling it because we want to turn these back up when appropriate. But the two of the bigger ones that we cut back on was Tyvek line 8, which is our biggest CapEx program by far, it's over $400 million. And we spent a fair amount on that last year. That will come online in a couple of years. That is a big, big project for us. And the demand on Tyvek, even at [Storm] because of medical supplies and all that, is very important to us. So anyway, that was one. We cut back on our cap-on expansion just temporarily. That was another one and some of our maintenance CapEx we slowed down just a little bit also. So that's what gets us down to the $1 billion. One thing we did not touch at all and I certainly would never do this is any of our safety programs that we're spending CapEx on in our facilities. We've maintained at 100% of the spend level. And then another area I would say is the other big one -- besides slowing down a couple of the growth projects was some of our ERP software programs, we also slowed those down. They're nice to have from an efficiency standpoint, but we’re six months later on, and it's not the end of the world. So that's kind of the big buckets on what we did. And as we see things pick up obviously, we'll go right back to spending against those growth programs.
Lori Koch:
Yes, if I can just quickly comment on the Tyvek line 8 that we had to pause due to some regulations in Luxembourg where the construction is taking place. We did mention in our prepared remarks, so just to reiterate, that we were able to put in place an incremental capacity expansion to be able to meet the current Tyvek demand. So we not only added, in the first quarter alone we usually had about 15 million garments, we went up to 25 million garments and that was through a combination of incremental capacity, now in our current asset as well as pulling products for non-healthcare markets. In the second quarter, we announced our TyvekTogether campaign, which will allow us to add another 5 million to 6 million garments. So we've got new capacity coming online even though we delayed the start up of the new line because of the regulations going on in Luxembourg.
Operator:
And our next question will come from Jonas Oxgaard with Bernstein.
Jonas Oxgaard:
I was wondering about your cash use, your buybacks. At what point would you feel comfortable assuming the buybacks again? I'm not really asking for a specific week, but like how are you thinking about it?
Ed Breen:
Yes, I certainly haven't thought about it in a week yet. So we did about $230 million of buyback in the first quarter of 6.1 million shares and I guess the way stocks come back we bought them back at a pretty nice price. So I obviously feel good about that. And as we said, we suspended it, we have not cancelled it. If things are picking up through the second half of the year, we'll certainly look at the share buyback again. As I’ve said a few minutes ago, the balance sheet is in great shape. We're going to get the cash from the IFF/N&B transaction. So, we know that's coming at the beginning of next year. So we'll be in a strong position to reassess that with the Board. So it's really just to spend for the time being, make sure things don't get worse here. And as Lori said, I think hopefully the second quarter is the low quarter, maybe for us obviously into the third quarter, but pick up from there and then we have that money coming from the deal. Probably I'd also just mention on the N&B and IFF front. As we said in our prepared remarks, we are in great shape on -- I talk to Andreas the CEO of IFF every single week. The teams are right on track with everything we need to do. We did get U.S. antitrust approval. We're in the process with the EU now and as you know, on this deal, there really is no antitrust issues. So all the teams are right on schedule, which is pretty amazing considering there’s a lot of work-at-home policy going on right now at both of the companies. So we will definitely progress on the schedule. We're on for February 1 close. And we're going to have the shareholder vote in September. And I feel great right about that and we also have a shareholder that owns give or take 23%, 24% of the shares voting in favor of the deal. So, just in great shape.
Operator:
The next question will come from John McNulty with BMO Capital Markets.
John McNulty:
So with some of the economies actually starting to open up a little bit. I guess, can you speak to whether you're seeing any incremental demand pull? And I guess two, that you spoke earlier in the call as to maybe there’s a little bit of inventory to kind of work through whether it was yours or your customers in the auto side. Can you speak to kind of a broader -- the broader situation with regard to inventories and what you're seeing in the channels and how long it may take to actually work through that?
Ed Breen:
I'll let Lori answer the second part of that. Let me just touch on the first part of your question, John. And give you a kind of one data point. The China economy is coming back first. And by the way, it was interesting within three weeks of being able to come back in China, all of our production facilities were up and running after the New Year. It's very impressive by the way including one in Wuhan that we have. So we're pretty much back to -- not quite full capacity. But near close to it with our 13 production facilities in China. But let me give you a data point. In the first quarter in China, our sales were down organically 1%, which actually surprised me that it was back good, considering we were shut down for a few extra weeks. But in April, our sales are up 6% to 7% in China. So we're clearly seeing the comeback there. And again, things aren't totally back to normal over there, but from a minus 1 to plus 6 or 7 is pretty impressive. Just to give you a little more granularity around that and similar to comments Lori made a little bit ago, E&I is up double-digit, N&B is up double-digit and by the way the real performance in N&B is probiotics in China, it’s double-digit growth. And T&I and S&C are kind of flat. So that's kind of the breakdown of it. So, as you see economies -- everyone getting out of their homes again and the economy starting to work, that's the numbers we're seeing over in the China market. Lori, you want to comment?
Lori Koch:
Yes, I think, the inventory discussion is best had within T&I and E&I as you had mentioned. The T&I, we talked a bit in the call, potentially, there was a little bit of pre-buy in Q1 into the polymer chain that caused our results to be a little bit better than where the auto builds were. One of the key initiatives that we look at in China is the vehicle alert index, it measures kind of inventory in the chain at the dealer level. And we did see some normalization as we got towards the end of 2019. And into January and then it spiked to a pretty high amount, I think in the 80s in February. And then came back down nicely in March. And so I think, right now as we see it, there's not a lot of excess inventory in the auto chain. Obviously, we're just having issues with demand with auto, with expectancy down 45% in Q2. On the E&I side, I would say there is some of the customers building their supplies to ensure that they have adequate safety stock that benefited Q1, probably benefiting a little bit of Q2, especially within the semi chain. So, those are kind of the landscape of inventories, probably about more, there were some spikes in Q1 in T&I, actually normal and probably a little bit elevated in E&I.
Operator:
And our next question will come from Bob Koort with Goldman Sachs.
Bob Koort:
I am wondering if -- just try to get -- Ed, net price mix was flat. Wondering if you could comment a little bit, I guess in T&I and S&C you did have some petrochemical backbones. What does the raw material bill look like in the first quarter? And if we're still seeing some softness in nylon and some other things, so how do you sort of see that price mix development into the middle part of the year?
Lori Koch:
Yes, so the majority of our benefit from lower raws within the oil dynamic would be within T&I and S&C. So from a full year perspective, we do expect if oil price kind of stay where it is about a $200 million benefit in raws, primarily in those two segments. We're actually seeing some raw headwinds within N&B and some of it’s in based ingredients. So pricing in T&I in Q1 was down 4% that's primarily nylon. It was actually a little bit better than what we would have thought just given demand was a little bit lower. And we had a better mix of nylon sales. So the last quarter when we did earnings we talked about pricing headwind being from two components
Operator:
Next question will come from John Roberts with UBS.
John Roberts:
Ed, the T&I segment was originally part of new Dow. And then it was moved to do DuPont after it was thought to be a better fit with DuPont. Just could you revisit the thinking on that and is there anything tax wise that would preclude you from reopening discussions with Dow?
Ed Breen:
Yes. So, remember what we really -- we still did move a key part of the T&I business over to Dow which really fit more with them with exactly what they did. So, we kept the part and again it's 60% of T&I is auto, where DuPont is a big player obviously in the auto end market, not just in the T&I business. So strategically, I think the fit with us was better there. But remember the other 40% of the T&I business is other really great end markets. As Lori mentioned, one of them being medical, which has held up obviously very, very well through this period of time. So, look, I'll just say overall, I like where DuPont portfolio is. Having said that, we always have optionality in the portfolio. I think we're aware of every possible scenario out there. And if something down the road looks like it'll create significant value for us i.e. the N&B/IFF, we certainly will look. We're not led to things being exactly the way they are. Our key is to create shareholder value over the long-term. Having said that, in the environment we're in right now, Lori and I and the team are very focused on the operations of business, generating cash. And we're really spending our time on that at this point in time. I would highlight just on the deal front. It's interesting to note, and I'm not surprised by this at all, that the value of the N&B deal is almost exactly where we announced the deal -- when we announced that the value of N&B was $26.2 billion. I didn't actually rack and stack it in the last day, but it's somewhere in the $25.5 billion range where the stock price is trading at. So and again, not surprised by that because the N&B business as you could see, in the first quarter, had a tremendous quarter. We had 3% organic growth in the business. So those types of businesses are going to hold up extremely well in any environment, economically, and I think therefore, afford a nice multiple in that sector, which I think it deserves. So when you really then look at -- and then most of you -- all of you have written about this, when you're looking at rename called DuPont and what it trades out on a multiple basis. It's pretty incredible. The disconnect that sits there. So I think therein lies a big opportunity for our shareholders over the next year.
Operator:
And our final question will come from Chris Parkinson with Credit Suisse.
Chris Parkinson:
Lori, as it pertains to the safety in construction segments, just given the differential current growth rates across the sub-segments, can you just offer some additional framework on how we should be thinking about the mix effects and the potential for decremental margins? And then also just any insights on just how you're still thinking about the longer term margin profile of that business?
Lori Koch:
So we had posted really strong margins in Q1 as we had mentioned, so 28.8%. I mean, a piece of that was a favorable mix that we're seeing, so Tyvek at the high end of our segment margins when you compare it across the different businesses in S&C. The highlights within S&C continue to be Tyvek and our water solutions business. So really nice growth, I think 6% organically 14% as reported with the benefits of the water acquisition that we made at the end of the quarter. The headwinds are obviously within Shelter which is in the low end of the margin for the business. So it would be below segment margins, as well as where we sell into oil and gas and aerospace. So the decremental margins in S&C for the quarter would be a little worse than what we've mentioned underlying for the company really primarily as some slowing down from production sites. So we had mentioned within T&I that we're actually taking idle mills is about $90 million to $100 million that are flowing directly into COGS in the quarter versus going through inventory. In S&C we're not taking production down to the point where we need to take idle mills, but therefore we are having a lower volume run across our plants causing higher unit rate, which are what are causing the decrementals to be a little bit worse than what we said for the total company. But continue to see longer term the ability to drive those 28%, 29% segment margin for S&C.
Leland Weaver:
Thank you everyone for joining our call. For your reference the copy of the transcript will be posted on DuPont's website. This concludes our call.
Operator:
Again that does conclude our conference call for today. Thank you for your participation. You may now disconnect.
Operator:
Good day and welcome to the DuPont Fourth Quarter 2019 Earnings Call. Today's conference is being recorded. And at this time, I would like to turn the conference over to Lori Koch please go ahead.
Lori Koch:
Good morning, everyone and thank you for joining us for DuPont's fourth quarter and full year 2019 earnings conference call. We are making this call available to investors and media via webcast. We have prepared slides to supplement our comments during this conference call. These slides are posted on the Investor Relations section of DuPont website and through the link to our webcast. Joining me on the call today are Marc Doyle, Chief Executive Officer; Jean Desmond, our Chief Financial Officer; and Ed Breen Executive Chair. Please read the forward-looking statement disclaimer contained in the slide. During our call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risk and uncertainty. Our actual performance and results may differ materially from our forward-looking statements. Our third quarter Form 10-Q as updated by our current and periodic reports include detailed discussion of principal risks and uncertainties which may cause such differences. Unless otherwise specified, all historical financial measures presented today exclude significant items. We will also refer to non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure is included in our press release. I'll now turn the call over to Marc.
Marc Doyle:
Good morning, everyone and thanks for joining us. I'll quickly run through an overview of 2019 and how we executed against our key priorities, I'll then cover our priorities and expectations for 2020, including the actions we are taking in light of our expectations for a slow start to 2020 given further price pressure in our nylon business and unplanned outages, which have already been resolved at our largest S&C site. Our teams are intently focused on addressing these items to return to a more normal growth pattern after Q1. Starting on Slide 2, the team delivered sound full year results within a macro environment dominated by the China tariff situation, which significantly challenged two of our key end markets, auto and electronics, resulting in both demand contraction and inventory destocking. As we navigated the market uncertainty, our team continued to stay focused on the levers within our control, including price discipline, and cost actions nicely mitigating the impact of volume declines on earnings. Our full year net sales of $21.5 billion were down 5% in total and down 2% organically with price up 2% and volume down 4%, while full year operating EBITDA of $5.6 billion was down 4%. Our strong operating discipline, resulted in gross margin expansion of greater than 50 basis points and operating EBITDA margin expansion of 10 basis points for the year. Adjusted EPS of $3.80 per share was down 7% reflecting lower segment income, currency headwinds and a higher tax rate. This was partially offset by lower depreciation and a lower share count, due to both share repurchases completed in the first half of the year from the DowDuPont program and $750 million of repurchases we made since our separation on June 1. Slide 3 provides more detail on our top-line results for the year. Both the pluses and minuses. Our performance in each of our underlying businesses was consistent with market trends and this slide highlights the themes we have talked about throughout the year, including our strength in 5G, which is reflected in our Interconnect Solutions business, the continued momentum in Water Solutions and the steady growth of our Food & Beverage business. We continue to make high return investments in R&D, CapEx and M&A in these and other areas to drive further innovation led growth including opportunities to expand our content in next generation smartphones and hybrid and electric vehicles. Offsetting these were lower results in our Semiconductor Technologies business and our T&I segment and lower sales in our Health & Biosciences business, primarily from pronounced slowdowns in North America, bioethanol and probiotics markets. Moving to adjusted EPS results on Slide 4, within our segment results pricing gains synergies and cost savings were more than offset by the impact of softer volumes, lower equity affiliate income and higher year-over-year planned maintenance costs particularly in the back half of the year in S&C. Currency was a $0.16 headwind for the year. Below the line items had a net neutral impact to our adjusted EPS driven by an increase in the tax rate, offset by benefits from lower depreciation and amortization and a lower share count. I'll now cover how we executed against our 2019 priorities on Slide 5. As I've mentioned, the past year was a challenge given macro conditions negatively impacting about 40% of our portfolio, which led to weaker results versus our expectations going into the year. However, we did deliver strong results in key end markets. Such as water, 5G, aerospace, medical, plant-based meats where the market fundamentals remain sound. Our continued commitment to a best in class cost structure was a key driver of our ability to expand both gross and operating EBITDA margins, we delivered greater than $500 million in annual savings from synergy programs and the restructuring program we launched in the second quarter of 2019. These initiatives did help to improve our operating leverage, but we still have more work to do here. We also made significant progress this past year on our portfolio strategy announcing our agreement to merge our Nutrition & Biosciences business with IFF creating the de facto leader in the food and beverage space with the broadest technology and product offerings. Ed will speak further about this transaction later in the call. Additionally, we further refined our portfolio through the announcement of the divestment of three businesses during the year. Free cash flow conversion was strong this year and we reported greater than 100% conversion on an underlying basis for the past two quarters. Finally, while I'm pleased that our 2019 ROIC of 29% reflects a marked improvement from 2017 when the portfolio was first put together our 2019 performance was not as strong as our prior year results due to weakened working capital performance, lower segment earnings and a higher tax rate. Both working capital and segment earnings are key focus areas for improvement moving forward and critical components of our 2020 priorities, which I'll discuss on the next slide. As noted, we know we have more work to do in some of our key value creation drivers. I am disappointed with our operational leverage as we exited the year and the slow start to 2020 and I'll provide more detail on the actions we're taking to return to growth, which is more in line with our expectations in a moment. Growth through innovation is a key component of our strategy and we will continue to drive competitive advantage and sustainable top-line expansion through our application development engine and deep customer relationships. Through our differentiated investment we aim to increase demand by advancing several key technical milestones in our major R&D platform such as 5G, microbiome and auto electrification. To ensure we can meet additional demand generated by these programs, we will continue to implement key capacity expansions. R&D initiatives and investments in innovation will also contribute to our 2030 sustainability initiatives and we look forward to reporting progress towards these goals. Our operating model enabled us to be agile and proactively respond to the dynamic market environment in 2019. This will be just as if not more important in 2020. Particular focus areas this year are continuing to advance productivity initiatives using digital tools and process simplification and rightsizing the organization. With a high performing operating model, focus on innovation and defined targets for working capital improvement, we expect to enable further improvement in both ROIC and free cash flow conversion. Active portfolio management remains a key component of our strategy. Ed will address this in more depth during his remarks. Slide 7 details the actions underway, as well as those actions we expect to put in place in response to both the macro environment and our operating challenges. We expect that the completion of the DowDuPont synergies and the 2019 restructuring plan will provide approximately $215 million of gross cost savings in 2020. These programs are well defined and the teams are executing the actions needed to deliver these savings. We are also planning further cost reductions this year to enable us to better maintain our operating leverage as we committed. These actions will also start to address the stranded costs we expect following completion of the N&B transaction. We anticipate approximately $90 million of savings from these initiatives. In addition, we have launched a project to consolidate our asset footprint, which we expect to generate a total of greater than $150 million of savings over a three-year period with the first impact beginning in 2021. I will share more information on these items as they continue to take shape. Before I turn the call over to Jean to discuss the fourth quarter, I'll cover our first quarter and full year guidance, starting with organic growth on Slide 8. For the full year, we expect sales of $21.5 billion to $22 billion, which is up slightly on an organic growth basis. We anticipate a return to more normal growth in all our core segments except T&I, which is being impacted by continued weakness in the automotive market and nylon industry headwinds, which I'll cover when reviewing EPS expectations. T&I is expected to deliver 2% to 5% organic growth, as memory markets return to a more normal growth profile in the back half of the year. Next generation smartphones with higher content of our materials continue to penetrate the market and we already started to see these volumes in the second half of last year. N&B is expected to grow 3% to 4% organically with strong volumes across all three businesses led by a return to growth in our probiotics business from the actions we're taking to win new business in North America as well as the strong Chinese market continued acceleration of our offerings into the alternative meat market and strength in food enzymes. S&C is also expected to grow 2% to 3% organically from continued strong demand in Water Solutions, further pricing gains and resolution of the raw material supply shortages that limited production in the back half of last year in Safety Solutions. Non-core is expected to decline 3% to 5% organically from lower demand for trichlorosilane to the Hemlock Semiconductor joint venture and for SORONA in carpet and apparel applications. Moving to full year adjusted EPS expectations on Slide 9. This year, we expect adjusted EPS of $3.70 to $3.90 per share, as higher volumes cost reductions and productivity improvements are offset by net headwinds from discrete items in 2019 and lower nylon prices coupled with a weaker nylon mix. From a quarterly perspective, these headwinds are most pronounced in the first quarter, which I'll cover on the next slide. I'll now go into further detail on the nylon dynamics we're facing. Nylon industry fundamentals were weaker in the second half of 2019, as the lower demand coupled with improved industry supply reliability negatively impacted our discretionary pricing power. We anticipate a similar operating environment as we enter 2020 and forecast T&I segment prices will be down about mid-single digits. Primarily due to lower year-over-year nylon prices and weaker mix resulting in pricing headwinds of approximately $200 million to $250 million. For context in 2018 T&I segment earnings were up 20% as steady demand coupled with industry-wide supply disruption and force measures and nylon 66 and key raw materials fueled higher prices with our pricing peaking in the first quarter of 2019. With the supply issues resolved and weak auto build forecast for 2020 market prices for nylon have been pressured and are expected to continue to decline as the year progresses, with the most significant impact in the first half of 2020. Additionally, we can demand in our core markets has resulted in a shift towards more opportunistic lower margin nylon sales so that we can fill our assets resulting in a weaker mix of products sold we have and continue to implement a series of actions to moderate the pricing impact focused on productivity and asset utilization, while we anticipate a challenging 2020 for T&I, we remain [Technical Difficulty] on our mid to long-term outlook. Aerospace, health care and auto electrification continue to provide steady demand and our deep innovation capabilities have us well positioned for renewed growth as markets recover. In summary, our T&I expectations for this year are disappointing but I'm confident that we will continue to take the right actions to drive sustainable long-term growth. Moving to Q1 on Slide 10. As I noted, our growth headwinds are most pronounced in the first quarter and predominantly encompass declines from lower discrete item gains, weakened nylon dynamics and unplanned outages and S&C. Once we get past the first quarter, we expect the nylon headwinds to abate given the peak of nylon pricing was in Q1 of last year. In addition, our Kevlar assets that are causing the headwinds in S&C are already back up and running. These dynamics, coupled with the 2020 cost actions that will start to ramp up to the first quarter, give us confidence that we can return to a more normal pattern of growth beyond the first quarter. This quarter, we anticipate sales to decline in the mid-single digits, and adjusted EPS to be in the range of $0.70 to $0.74 per share. The top and bottom-line declines are driven by nylon headwinds and the unplanned outages in our S&C segment. Additionally, there were approximately $80 million or $0.08 per share of discrete items in the first quarter of 2019 that will not repeat. Jean will cover some additional guidance detail in her comments and in the appendix we have provided segment level commentary as well as some additional modeling specifics. I will now turn the call over to her.
Jean Desmond:
Thanks, Mark. Starting on Slide 11, we closed the quarter about where we expected from a top-line and EPS perspective. As we mentioned on our mid-December call, our operating EBITDA was going to be at the low end of the range, which is consistent with our reported results. In total, operating EBITDA of $1.4 billion was down 14% versus the prior year. Driven by lower gains in our non-core segments associated with customer settlements from our Hemlock Semiconductor joint venture as well as lower nylon pricing in our T&I segment. I'll get into further segment detail in a few moments. While many of the market challenges that Marc mentioned for the year also impacted our fourth quarter, the team's disciplined focus on driving price and executing on our cost saving initiatives [Technical Difficulty]. Net sales of $5.2 billion were in line with our expectations and down 2% organically versus the prior year. Our Electronics & Imaging business had the strongest results this quarter, led by further expansion of our content in the newer high-speed, high-frequency phones which generated greater than $1 per phone of additional sales for us. We also continue to see strength in our Water Solutions business, which was up in the low teen driving overall organic growth in the S&C segment. A few additional bright spot, I would highlight from the quarter in our Nutrition & Biosciences segment, these include our offerings into the alternative or plant-based meat market, which is included in the Food & Beverage business. And our animal nutrition and food enzymes business, both of which fall into our Health & Biosciences business. Moving to the fourth quarter adjusted EPS on Slide 13. Fourth quarter adjusted EPS of $0.95 was down 34%. I'll highlight two items within the segment results that are specific to the fourth quarter. First is lower equity affiliate income, specifically our Hemlock Semiconductor joint venture within the non-core segment. Equity affiliate income on an adjusted basis declined about $120 million or 42% to $166 million. This decline is mostly attributable to lower income associated with customer settlement from the Hemlock joint venture. These settlements were at their peak in 2018 and have trailed off substantially in 2019. We expect another significant decline into 2020 from further reductions in the customer settlement and declines in underlying results as customers are released from the contract. Also specific to the fourth quarter was the price decline in Transportation & Industrial segments. Although, we started to see sequential pricing pressure earlier this year following the peak in first quarter 2019. The year-over-year price only move negative on it in the fourth quarter and down 2%. Tax was a headwind in the quarter due to a lower rate in the prior year, driven by benefits from the DowDuPont transaction that did not repeat. Our full year rate of 21% is in line with our expectations. Turning to the balance sheet on Slide 14, you'll see that our net debt increased slightly to $15.9 billion, mostly attributable to lower cash balances as we ended the year. In the fourth quarter, we closed three acquisitions in the water space for a total of about $175 million and we made $185 million pension contribution that was triggered by the stand up of new DuPont. Share repurchases in the quarter were about $290 million, bringing our total repurchases since June 1, to $750 million. Excluding the pension contribution, which is reflected in operating cash flows, our fourth quarter free cash flow conversion was greater than 100%, again exceeding our target of greater than 90%. On the slide you can see the trend of working capital over the past five quarters. While I'm pleased that our working capital has improved in the back half of 2019. We are still above year-end 2018 levels and not where we need to be. This remains a key focus area of mine in 2020 to free up cash. We've put in place the working capital improvement target of 10% for the current year. Shifting to a review of segment results and starting with Electronics & Imaging on Slide 15. Fourth quarter net sales were the strongest of the year at $937 million and were up 3% versus the prior year. Strength was led by our Interconnect Solutions business where our advanced materials are supporting the launch of next generation smartphones. Low-teens growth in the Interconnect business in the second half of '19 is a proof point that we have market-leading innovative solution to support the development of 5G technology. The strength in Interconnect Solutions was partially offset by softness in Semiconductor Technologies similar to what we saw in the third quarter of 2019. Our semiconductor business is about half exposed to memory, which remains sluggish, however, the overall semiconductor market is on a positive trajectory as evidenced by our sequential improvement in the last two quarters, and we expect the recovery to continue returning to more normal growth in the back half of this year. Fourth quarter operating EBITDA for the segment was $293 million, a decrease of 9% from pro forma operating EBITDA of $321 million in the year ago period. The mix shift between strength in Interconnect Solutions and softness in Semiconductor Technologies, the highest margin business within E&I created margin pressure leading to the EBITDA decline. Moving to Nutrition & Biosciences on Slide 16. Net sales of $1.5 billion were flat on an organic basis, with 1% price improvement offset by 1% volume declines. For the fourth quarter strength in food enzymes, animal nutrition and our meat-free offerings, each of which were up mid to high-single digits in the quarter were able to offset market driven weakness in proteins, probiotics and biorefineries and supply chain disruptions in sweeteners. Fourth quarter operating EBITDA for the segment was $323 million, a decrease of 2% from pro forma operating EBITDA of $330 million in the year ago period. Productivity and pricing gains were more than offset by manufacturing headwinds, unfavorable product mix and lower volumes. The unfavorable product mix was partially the result of softness in the North America probiotics market. Our business consistent with the market was down on a year-over-year basis for both the quarter and the year. We are working with channel partners accelerating initiatives to get the North America market back on track. While the North American market recovers, we expect that probiotics growth will continue to be fueled from Asia-Pacific, where current market penetration is low as compared to other regions, but growing steadily. For the year probiotic sales in China were up over 30%. Our Transportation & Industrial results on Slide 17 reflect lower auto builds and weak demand in electronic and modest continued destocking in the automotive channel. Net sales of $1.2 billion were down 9% versus the prior year. Fourth quarter operating EBITDA for the segment was $277 million decrease of 19% from pro forma operating EBITDA of $344 million in the year ago period with cost reductions and lower raw material costs being more than offset by lower volume and price headwinds. Turning to the results of Safety & Construction on Slide 18, net sales of $1.3 billion were up 1% on an organic basis. Volumes are mixed with strength in areas such as Water Solutions were double-digit volume gains on strong demand for ion exchange and reverse osmosis membranes in industrial markets. Were more than offset by volume declines in Safety Solutions and continued softness in Shelter Solutions. Safety Solution demand remained steady across most product lines. However plans maintenance downtime and raw material disruptions in the supply chain limited production volumes. Fourth quarter operating EBITDA for the segment totaled $311 million flat with the year ago period with pricing gains and productivity actions being offset by higher manufacturing costs, primarily from cost associated with planned maintenance and lower volumes. I'll close with a few comments on our cash generation and needs in 2020 on Slide 19. We continue to expect to generate strong cash flows with the conversion rate greater than 90%. While many of the DowDuPont transaction related items are behind us, we will start to incur cost associated with our recently announced N&B transaction. Our commercial paper balances at year-end were about $1.8 billion. I'm committed to bringing these balances down throughout the year. And finally, shareholder remuneration remains an important aspect of our overall capital allocation policy. While our current forecast has the majority of cash that we generate from normal operations going towards paying down commercial paper balances and the N&B transaction costs. We are targeting reducing working capital by about 10% this year. Which along with future non-core divestments would be targeted for share buyback. With that, I'll now turn the call over to Ed.
Ed Breen:
Thanks, Jean. This morning I'll provide an update on the N&B and IFF transaction as well as say a few words on PFAS and the Chemours litigation. I continue to be excited about the value creation potential of our transaction with IFF and have confidence in a strong strategic logic for this combination. As a proof point, we have already heard from several large customers about their excitement over the portfolio breadth and technology depth for the new combined company. As you can see on Slide 20, we have already begun working on the integration and a rigorous process is being run to ensure this go smoothly. As you know, DuPont and N&B team specifically as a lot of experience in this area starting 10 years ago with the integration of Danisco into DuPont and then more recently executing the complex integration of the Dow and FMC portfolios with our business. In addition to the internal combination of the former Nutrition & Health and Industrial Biosciences business, we know how to do this and we will execute the same playbook that has worked so well for us in the past. Some of the key short-term milestones that have already been completed, are the establishment of the executive steering team and the appointment of leaders for key work streams, including separation and integration, our financials, IT separation and stand up, legal entity work and talent selection. The teams at both IFF and N&B are well staffed and I am confident we will stay on track with our plan. Beyond the N&B transaction, we continue to believe our portfolio presents many ways to create shareholder value, and we continue to assess our options. I'll close with a few words on the Chemours lawsuit and PFAS. We continue to believe our potential risk exposure remains contained and I feel it's worthwhile to underscore that point while also updating a couple of items we discussed on our last call. Regarding the Ohio MDL personal injury claims, two related cases are currently being tried together in Ohio as we speak. Chemours continues to indemnify and defend these cases and others subject to eliminate cost sharing agreement. As I mentioned last time, we still have not contributed $0.01 in excess of the $25 million trigger and by default Chemours has not spent more than $25 million. With respect to the South Carolina MDL most of these cases are tied to allegations of PFAS containing firefighting foam use over the last 60 years. These suits relate largely to PFOS a chemical that neither Chemours or historical DuPont ever made or sold. The same is true for firefighting foam. Historical DuPont was not a manufacturer of foam but for a limited period along with numerous others provide an ingredient to foam manufacturer. This ingredient could lead to trace amounts of PFOA but absolutely no PFAS which is the primary concern. We continue to believe that the exposure of Historical DuPont where Chemours is negligible compared to those that manufactured marketed and sold these materials. We also continue to defend ourselves against various natural resource damages cases, most of which are in states where we never had a manufacturing presence. These claims in the focus on foam or generic PFAS containing products. We take these cases very seriously and monitor developments closely. However, we still believe that direct impacts to DuPont are limited and are being managed appropriately. As to the Chemours suit in late December the Delaware Chancery Court heard our arguments to dismiss the case and send it to arbitration. We thought our argument went well and we expect a decision by the end of this quarter or early next. I'll now turn it to Lori to open for Q&A.
Lori Koch:
Thank you, Ed. With that, let's move on to your questions. First, I would like to remind you that our forward looking statements apply to both our prepared remarks and the following Q&A. We will allow for one question per person. Operator, please provide the Q&A instructions.
Operator:
Thank you. [Operator Instructions] And we will take our first question from John Inch with Gordon Haskett. Please go ahead.
John Inch:
Thank you. Good morning, everybody. Yes, thank you. Good morning, everybody. You sound like you have a little bit of a cold, I hope you haven't been to Wuhan, China recently.
Ed Breen:
No, but I do have a bad cold, so I apologize.
John Inch:
It could be a lot worse. So, understanding some of the first quarter of 2020 compares issues such as the one-timer's. Still if I annualize the midpoint of your first quarter guide you get about $0.90 short of your fiscal year -- fiscal year estimate. So, I'm just curious, what are the key drivers of your post 1Q growth assumptions, your confidence level there. And then just secondly, your $1 billion working capital opportunity that you call out in the slides. Is that tied to your 2021 asset footprint rationalization initiative, are these two discrete buckets that lead to two discrete streams of benefit. Thank you.
Marc Doyle:
Yes. Thanks, John for that question. This is Marc. Let me take it to give Ed voice a bit of a break and then he can jump in and I'll ask Jean to take the working capital question. Just starting with the first quarter, you're right, it is an abnormally weak quarter. But I'll tell you in terms of the second quarter on, we do have strong confidence in our forecast. We're not assuming a recovery for the markets here. We've got a number of things that are really under our control happening from Q1 to Q2, and it starts with sort of the typical seasonal lift that happens from 1Q to 2Q most every year, but also we've got a significant change in the one-timer's because there is a sizable settlement associated with the Hemlock joint venture in the second quarter which is worth about $80 million in EBITDA. And then on top of that, the S&C manufacturing headwinds that we had that hit us in the first quarter are largely behind us now. So, we're confident that the S&C business will be back to sort of normal supply against continued strong demand. And then final kicker, the cost actions we announced here which we've kicked off are going to start to deliver in the second quarter and that will be worth another about $0.05 per share going forward per quarter. So, when we wrap these things up, it provides us confidence that the second quarter is going to be kind of back to a more normal earnings environment.
Jean Desmond:
Yes. So, in terms of working capital, really it's separate and apart from the asset rationalization. This is the working capital opportunity that we identified at the time we brought the portfolios together. Now, unfortunately as we went through the separation process with Dow, DuPont and Corteva, our working capital balances actually increased with all the system freezes we had and we built inventory and then as we came into '19 and we saw slowdowns in some of our markets that exacerbated the problem. So, we are taking a very, very strong effort in 2020 to reduce working capital. But as I said 10%. We've got teams activated it to do that effort and you should see that benefit separate and apart from these others. I would think, longer-term with the asset rationalization. We will have additional working capital benefits, but those will be further out past 2020.
Operator:
And we'll hear next from Jeff Sprague with Vertical Research. Please go ahead.
Jeff Sprague:
Thanks. Yes. Thank you. Good morning, everyone. Just wanted to kind of come back to manufacturing, the S&C item, as you said, it sounds like it gets ironed out, you also you mentioned some manufacturing issues in N&B, we've heard a few of these over the last several quarters. I wonder if you could just address Marc whether kind of the manufacturing side of the equation is largely kind of settled here post separation. Is there any particular disruptions going on as you try to get after synergies. It would just be nice, not have to kind of talk about these issues?
Marc Doyle:
Yes. Yes. Thanks, Jeff. Couldn't agree more. I'd call some of this, particularly like in N&B, these things are abnormal that happened once in a blue moon. S&C is the one that's really been the most pronounced and you know it's -- it's a few quarters running now. But for different reasons. So if you -- if I take you back to last year, we had a real strong first half in S&C and then we did run into a disruption in our supply chain for key material in Kevlar raw material, supplier disruption and that was part of the weakness in the third quarter. The fourth quarter, we had a planned maintenance sort of a two-year every two year maintenance cycle on Nomex but that had an earnings impact in the quarter and now we've got a subsequent outage again in the Kevlar manufacturing line and it's a little bit connected to that raw material shortage because our inventories were so tight after that, that a small disruption in manufacturing here has really had a bigger impact on the quarter. And so, to your question on the kind of operational stability, I'd say, first of all by and large 180 manufacturing sites around the world. We've got strong performance. We're making investments in productivity. We're making investments in digital. I've got confidence in our operations leadership around the world. Our safety performance by the way, was a record last year for us as a company in the history of the company. And so, I think the team are doing the blocking and tackling. The Kevlar issues and S&C are extremely frustrating to us and to our Kevlar business team, but we feel pretty good. Just in terms of where the units running right now and given a couple of months to catch back up with inventory, we think we'll be able to weather any future disruption there. And so, hopefully this is behind us and as you said, we won't be talking about this every quarter.
Operator:
And next we will hear from Vincent Andrews with Morgan Stanley. Please go ahead.
Vincent Andrews:
Thank you. Ed, if I could ask you on the PFAS, the personal injury cases, originally there was, there was a settlement of personal injury cases a few years ago. So, I'm just curious why not settle these cases. I mean we've subsequently seen the jackpot that are going against Bayer in the glyphosate cases. So, why not settle these and how confident are you that this doesn't spiral into something that we don't want to deal with?
Ed Breen:
Yes. So, thanks for the question, Vincent. Look, there's about 60 of these cases outstanding. These two are in trial right now. I can't necessarily forecast the outcome, but there is always the opportunity here to settle and settlement usually happens kind of in this window of time. So, it's possible that that will be the outcome. So, we'll just have to see over the next ensuing weeks, how that plays out, but obviously we're very cognizant of the point that the question that you just asked.
Operator:
And next we'll hear from David Begleiter with Deutsche Bank. Please go ahead.
David Begleiter:
Thank you. Good morning. Ed, can you address the issue in terms of the discount in the share price due to PFOA and the potential and desire to do additional tax efficient transactions for the portfolio perhaps with the electronics franchise? Thank you.
Ed Breen:
Yes, so let me go back, maybe just high-level to the IFF transaction and just talk about that a moment also. You all have done the math and I read it all your reports. But you just do the math, IFF as it stands right now and RemainCo DuPont trades at about eight times. So, I think this will play out. Just on the IFF transaction as we get closer to it. I would also mention, I really believe and we're hearing this from our customers. Pretty broadly that we've created the de facto leading platform in the industry. By way, it's incumbent upon us and IFF to elegantly pull this merger off with each other and we will do that. I know we have to prove that to everybody, I understand that. But IFF also trades at a discount to the top peer set in the industry by about 500 basis points. So, I think there is great leverage here in creating this phenomenal company, both the value we're getting initially out of it and the value that can be created over the next couple of years with that transaction, but having still said that we trade at peak times of RemainCo. Let me just say this, and I don't want to get into too much detail on it, but we're actively in conversations with others. I like tax efficient transactions that we like creating global leading companies and we are very agnostic, we want to do the right thing for our shareholders and also we'll pursue those opportunities and we're assessing that with our Board as we speak.
Operator:
Next we'll hear from Steve Tusa with J.P. Morgan. Please go ahead.
Steve Tusa:
Good morning, guys. Just on the kind of news flow that's out there. It was, it seem to be kind of the discussion that you guys were looking at on the back of the last question, something around the T&I business. But then there was some news flow to that, there was something perhaps on the electronic side, can you just talk about, I mean is it that, is the situation with your portfolio, kind of that fluid that you can kind of pivot from one to the other like that. I know there's a bit of a restriction on how much you can actually sell down with that with that EBITDA floor. But maybe, is it really kind of that fluid?
Ed Breen:
No, actually it's not, it's fluid is that sounds
Operator:
And next we'll hear from Steve Byrne with Bank of America. Please go ahead.
Steve Byrne:
Yes, thank you. In the spirit of your comments about innovation, Marc, I wondered if you had any thoughts about using some of your technologies to maybe take a little more of a proactive stance on these PFAS liabilities. For example, using your skills in water treatment to help these municipalities that have PFAS unrelated to legacy DuPont sites, but just for goodwill like, three, Fayetteville pulls water that's got 20 parts per trillion PFO a PFOS and its upstream from the Chemours plant or use your capabilities in probiotics to develop bacteria that can degrade these chlorinated compounds in these industrial wastewater treatment plants. Your thoughts on that.
Marc Doyle:
Yes, yes. Thanks, Steve. It's a great question. And actually we published some commitments as new DuPont late last year and those included kind of our commitments for use of PFAS in our products and manufacturing and the my perspective on this is, is that this isn't so much about health effects, at the low levels of exposure, we're talking about, but the fact that these long chain chemicals or bio accumulative, is just unacceptable these days to all of us. And so, we made a statement that included that we would be ending all use in our product lines we'd be driving the use of PFAS free fire-fighting foams at all of our manufacturing sites to be a leader there and we made a commitment around our water business and just year point, we've been pretty active in the water space. Now, this is, as you're probably aware the heritage Dow Water Solutions business, then a leader in the global water industry for decades. We've been of course investing aggressively in that business because the growth is fantastic, and those acquisitions we made last year. Of course, sort of further strengthen our portfolio now so that we've got offerings that span from US to Ion Exchange to reverse osmosis. And Ion Exchange in RO in particular are pretty effective techniques for removal of traits PFAS compounds. And so, one of the commitments we made in the -- in that document last year was to provide technology including royalty free licenses to certain pieces of IP that we had around the PFAS area. We're also working very actively on product developments that would allow our materials, our components to be targeted to clean up activities. And so just as you said, we're trying to do the right thing, working around the country and areas where there is need here.
Ed Breen:
By the way, I would just add, as a point back whole PFAS conversation and you know we've been sued by the State of Michigan and just to make a point back to my prepared remarks, we had no manufacturing facility there that used any of those materials. It's more of a firefighting foam case. And so, I think as it plays out in the fax early on the table. We had nothing to do in that state with any of that.
Operator:
Our next we'll hear from Jonas Oxgaard with Bernstein. Please go ahead.
Jonas Oxgaard:
Well, thank you. I was curious about the automotive. So, a two-part question on which we strip out the nylon impact. What does that business look like in 2020. And what underlying automotive market growth do you use for that outlook?
Marc Doyle:
Yes, thanks, Jonas, it's a good question. So, just starting with the underlying market growth, we're assuming our planning assumption is a continued slight contraction in the auto industry for 2020 like minus 1% with respect to builds this year. So, that's another contraction versus the more significant contraction last year. When you strip out nylon pricing. We are expecting our engineering plastics to continue to grow from a volume perspective, a little bit faster than the market. We're expecting destocking, we're seeing that destocking is pretty well ended. And so, that provides some sequential improvement in the situation. And then on top of that, we're benefiting from some of the growth drivers, like auto electrification and EV sales were up double digits, last year, expected to be up double-digits this year. We're seeing our growth into electric vehicles growing even faster than that. And so, that's starting to become a more significant driver. So, you're absolutely right. The nylon pricing dynamics are so significant they're kind of overwhelming a lot of the positives. But there are some bright spots or green shoots there underneath that. On top of that I just add, you know given the nylon situation, we are taking some pretty aggressive action around cost control and that includes productivity actions in the sites. The production sites, but also the G&A costs at the business level, to try to tighten up the belt as much as we can to mitigate some of that pricing downside that we're seeing.
Operator:
Next we'll hear from John McNulty with BMO Capital Markets. Please go ahead.
John McNulty:
Thanks for taking -- thanks for taking my question. So, with regard to the non-core assets. Can you give us an update on how the sales are looking there and I understand the Hemlock businesses is a little bit more complicated, but is that something you feel like you can get pulled off by the end of the year this year? Thanks.
Marc Doyle:
Yes. Thanks, John. This is Marc. I'll take that. Yes. So, we feel pretty confident we're going to continue to make progress and like we said, the last couple of quarters. My expectation is, you'll see kind of a steady drip of progress here across the businesses and non-core. Hard to time, obviously a lot of work behind the scenes on transactions. A lot of rumors, I saw that there was a new one this week that came out. I'd say ignore the rumors, but have confidence that we're working hard to execute the non-core divestitures and we should see progress quarter-by-quarter here.
Operator:
Next, we'll hear from Christopher Parkinson with Credit Suisse. Please go ahead.
Christopher Parkinson:
Great, thank you. Within the S&C segment, you've obviously had good margin progress over the last few years. But more recently, obviously faced some procurement challenges outages, etc. Can you just walk us through your intermediate to long-term expectations for S&C margins, just given the current asset footprint, procurement strategy evolution. And then also the growth outlook for and mix expectations for both on individual rebound for Safety Solutions and momentum in RO membranes in water. Just any color would be greatly appreciated. Thank you.
Marc Doyle:
Yes. Thanks, Chris. Yes, absolutely right. We had great progress on S&C margins through '18, first half of '19. We've stumbled a bit now in the last few quarters. And as I said earlier, the majority of that is really operational issues in the aramids business and Safety Solutions. We are pretty confident that that's behind us. When you look at the demand environment. So, we've got three primary markets that we're exposed to safety, water and shelter, no big trajectory change year-over-year in the market environments. So, the demand is still very strong and water strong in safety, kind of pockets of weakness and shelter, but no big trajectory change. And so, in that environment, with the operational issues resolved, we feel pretty good that we'll see the margins come back to what we said is the kind of operating range that we expect sort of mid to high '20s range. And then going forward as water grows, Water segment margins are strong, a little bit above the average. With the acquisitions we made. We've got some further upside to drive margin improvement. And so, I would expect that to provide longer-term lift in terms of what we could expect margins to continue to do. So, I'm feeling pretty good. You know we got through some issues here, we should see with continued demand, the margin strengthened and then we've got some longer-term upside on top of that.
Jean Desmond:
And maybe just to follow-up on Marc's comments, if you look at Safety within Safety & Construction has the highest margins and our largest capital investment that we're making. We've talked about before the tie back line eight that we're building in Luxembourg, so obviously that's not an impact on 2020. But if we go towards the future. And we look at the needs for tie back for medical packaging and for protective garments, we'll see I think will have the capacity to meet what we expect to be continued strong demand in that space.
Marc Doyle:
That will be accretive to margins over time as we get the new asset up and running and filled. Thanks.
Operator:
Next, we'll hear from Bob Koort with Goldman Sachs. Please go ahead.
Bob Koort:
Hi, everyone. This is -- hi guys. Quick question on the nylon if you, I know you guys got out of nylon commodity years ago within Vista [ph]. I guess I'd assume that engineering polymers business maybe had a little bit more downstream high value offering. So, why is it that you're exposed to that nylon pricing risk in not really passing through whatever you need to in order to recover that. And then secondly that you talked about trying to keep tax leakage at a minimum. Do you also worry about value leakage here if you try to monetize some of these assets when they're not exactly pumping with us all cylinders going at the present time. Thanks.
Marc Doyle:
Yes. Thanks, Bob. I'll take the first one and then turn it over to Ed, give Ed a chance for his voice to prepare itself. Yes, it's a great question on nylon. So, just to be clear, this isn't raw material cost fluctuations. So, there is not exactly a pass-through, but you could challenge fairly are we getting the value for our nylon compounds, which are we call the trade name Zytel. Zytel is a differentiated product. It's a market-leading product, it's got unique properties in terms of temperature mechanical for applications. Automotive is sort of the highest value space sizable market, where Zytel is used. So, what's really happening here is us making the decision, that to continue to stay in the game for new qualifications in the auto space. We do have competitors that are at lower price. We've got to move price a little closer to where now the competitors are in order to continue to be re-qualified for future applications. And so, it's a delicate balance. I mean we do try to price for value, but at the end of the day, we're not the only supplier of nylon compositions in the market. And so, that's the kind of balance here that's happening.
Ed Breen:
Yes, to the other question. Look, the way I would answer it is very similar to what we did with IFF. We have great franchises that we have in our respective industries and let me just use electronics now as an example. The premier companies are trading literally 600 to 700 basis points above ours. We have a great franchise and electronics. If we were to do something in one of our other businesses, it was a tax advantage transaction. We would get the equivalent value out of it. Just like we did in the IFF transaction with the right appropriate multiple that industry should have. So, whether the industry is up a little right now or down a little bit right now is sort of your irrelevant in one of those deals as long as you lock in the proper multiple that you deserve in that industry. So again, I'm not saying we're doing something tomorrow, we're assessing our options we are talking to people here. But clearly, we can get the value out of a transaction if we want to do something. If by the way, if we were outright going to sell something right now it take cash for it. Yes, you got assesses the industry opposite down at all that, are you getting the proper value at the right time. But just going back to the transaction, we already announced. We don't have to worry about that. In that we think we're creating long-term great value by creating the de facto world leader in that industry and that's the take the things we're looking at.
Operator:
Next, we will hear from John Roberts with UBS. Please go ahead.
John Roberts:
Thank you. You noted a big mix effect in the Electronics & Imaging segment. Is that lower margins in the Imaging segment versus electronics, a wide range of margins within electronics?
Marc Doyle:
Yes, it's more of the latter, so the semi, we've got three businesses there. Interconnect Solutions, Semiconductor Technologies and Image Solutions as you said, and the Semiconductor Technologies business is the highest margin segment and the margins are about 700 basis points over higher than the average for E&I. So, it's a pretty significant mix effect semi as you know was soft all year. I'd say the benefit is that, we did see some sequential improvement now two quarters running in the semi business. And so, as we've seen from the semi companies out there. We're starting to see the signs of a recovery here for 2020 and so, we're confident that some growth in semi, as well as the, the margin mix improvement will be a key kicker for E&I this year.
Operator:
And we will take our final question from PJ Juvekar with Citi. Please go ahead.
PJ Juvekar:
Yes, hi, good morning. And I want to go back to your -- yes good morning. So, you are seeing compression in line in nylon pricing. A lot of these Engineered Materials start out of the specialties and then get commoditized over time. Are you seeing commoditization in nylon or is there a new China competition or is it just that the capacity that was down is starting back?
Marc Doyle:
Yes, it's really that. Yes, good question, PJ, this is Marc. I'll take that. I mean there is no change. No significant change in the competitive environment, still the same group of major suppliers globally all fairly sizable multinationals. This is really the demand environment and automotive being so soft for an extended period. That's really impacting the pricing dynamics. And so, for us in terms of actions to take, I mean I talked about cost and productivity. We've got to continue to develop high-value applications, so diversifying out of automotive -- automotive is a great space for nylon because of the temperature mechanical properties. But we are focused on industrial applications obviously electric vehicles, that core will continue to create value. We still think the competitive dynamics globally are good here, but it's really, as I said, it's really the demand environment that's causing the pain.
Lori Koch:
Thank you, everyone for joining our call. For your reference, a copy of our transcript will be posted on DuPont's website. This concludes our call.
Operator:
And this concludes today's conference. Thank you for your participation and you may now disconnect.
Operator:
Good day and welcome to the DuPont Third Quarter 2019 Earnings Call. Today's conference is being recorded. And at this time, I would like to turn the conference over to Lori Koch. Please go ahead.
Lori Koch:
Good morning, everyone. Thank you for joining us for DuPont's Third Quarter 2019 Earnings Conference Call. We are making this call available to investors and media via webcast. We have prepared slides to supplement our comments during this conference call. These slides are posted to the Investors section of DuPont's website and through the link to our webcast. Joining me on the call today are Marc Doyle, Chief Executive Officer; Jean Desmond, our Chief Financial Officer; and Ed Breen, Executive Chair. Please read the forward-looking statement disclaimer contained in the slides. During our call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risk and uncertainty, our actual performance and results may differ materially from our forward-looking statements. Our second quarter Form 10-Q as may be modified by our subsequent periodic and current reports includes a detailed discussion of principal risks and uncertainties, which may cause such differences. We will also refer to non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure and other associated disclosures are contained in our press release and posted on the Investors section of our website. I'll now turn the call over to Marc.
Marc Doyle:
Thanks, Lori, and good morning, everyone. Starting on slide 2, we delivered organic sales and adjusted EPS in line with our expectations by staying focused on our competitive strengths and the earnings drivers within our control. Although, our operating EBITDA was slightly below our forecast, primarily due to unanticipated currency headwinds we were able to maintain gross margins and continued to expand our EBITDA margins even as the U.S. dollar strengthened and several of our key end markets remained challenged. We enabled this performance through continued price improvement, driving our synergy savings and advancing our restructuring program. Combined these actions delivered an additional $145 million of savings this quarter and we are on track to deliver greater than $500 million for the full year. Our team is laser-focused on these priority initiatives as we continue to navigate the macro uncertainties. Turning to slide 3, our volumes continued to be impacted by the slowdown in both the automotive and semiconductor end markets, that is also affecting many of our peers. However, there are still many exciting areas within our portfolio such as water and pharma that continue to post strong results. All in, global sales of $5.4 billion were in line with expectations at down about 2% on an organic basis. Organic sales in our core segments were down about 1.5%. As noted, while we are seeing continued weakness in a few end markets, there are many bright spots in our portfolio that are performing very well. Highlights here are aerospace in T&I and S&C, pharma and plant-based foods in N&B, water in S&C and premium smartphones in E&I, which in total account for approximately 15% of our sales and were up 7% in aggregate versus the prior year. In smartphones a market that continues to face challenges, our ability to deliver higher content in the newer models enabled our Interconnect Solutions business to deliver 8% higher revenue in the quarter versus prior year, a marked improvement from the first half when sales were down 10%. This outcome demonstrates the value of our innovation engine and the power of our close customer relationships. Our reputation for working closely with our customers to deliver the technology they require sets us apart and enables us to drive pricing and demand in a rapidly changing market like smartphones. Our more sluggish markets of automotive and semiconductor are experiencing negative growth year-over-year. These areas, which account for a little more than 20% of our portfolio, were down 11% and 3% respectively. We believe destocking in semiconductors is now behind us and we're starting to see indications of stabilization in automotive channel inventories. I am confident our businesses will ultimately outperform, driven by their strong position and broad technology portfolios to address key trends such as hybrid and electric vehicles and the transition to 5G and enabling the Internet of Things. Regionally organic sales were flat in the U.S. and Canada, down 3% in EMEA, down 4% in Asia Pacific and down 4% in Latin America. Weakened automotive end markets continued to drive the declines in both Asia Pacific and EMEA. However, total sales in China, the market which turned down sharply for us last December, posted its strongest results this year and were down year-over-year in the quarter by 2% versus down 10% in Q1 and 3% in Q2, each versus the same period last year, definitely an improving trend for us. Turning to Slide 4. Adjusted EPS was up 2% on a pro forma basis versus the prior year. As noted, currency was a headwind in the quarter, reducing EPS by $0.03. Our segment results excluding the impact of currency were a net $0.02 headwind to adjusted EPS, while depreciation and amortization and a lower share count both contributed to our EPS growth. To provide a little more color on our segment results, I'll cover some of the key operating EBITDA drivers. Operating EBITDA of $1.4 billion was down 4% versus the prior year period. We again delivered operating leverage, further demonstrating our ability to drive price and operating efficiencies amid challenging market conditions. We delivered operating EBITDA margin improvement of 20 basis points versus the prior year. Our strong price and cost discipline was partially offset by a weaker mix with volumes in our higher-margin businesses, primarily Semiconductor Technologies, posting softer results in the quarter. We also experienced higher manufacturing costs, driven by planned maintenance activity, primarily in the Safety & Construction segment, as well as lower production rates, driven by weakened volumes in our T&I and Non-Core segments. Before I turn the call over to Jean to discuss the quarter in further detail, I'll cover our full year guidance on Slide 5. For the full year, our expectation for organic sales remains unchanged at slightly down. Our forecast for total annual sales, including the impact of currency and portfolio is about $21.5 billion. We are narrowing our adjusted EPS range of $3.75 to $3.85 per share to $3.77 to $3.82 per share, maintaining the midpoint of the prior guidance. This adjustment reflects second half currency headwinds of approximately $45 million versus our original expectations. In the appendix, we provide segment-level commentary as well as some additional modeling guidance. Overall, I am confident in our ability to adapt as market conditions evolve, while continuing to make smart, high-return investments to enhance our portfolio. Our relentless attention to cost and pricing discipline, coupled with the benefits of our ongoing investments in innovation will deliver bottom line growth when market conditions improve. Our focus on driving improvements in ROIC is the right mindset for the long-term strength of the company and every part of the organization is committed. We are working all the levers in our control to deliver on our earnings commitments and drive shareholder value. I'll now turn the call over to Jean to discuss the segment results.
Jean Desmond:
Thanks, Marc. Starting with Electronics & Imaging on Slide 6, net sales of $934 million and operating EBITDA of $320 million were in line with our expectations and demonstrates that the second half improvement we have been forecasting got off to a solid start in the third quarter. Sales in China for this segment were up nearly 30% versus the year-ago period, reflecting a second straight quarter of sales growth. This result was partially enabled by higher content in the next-generation smartphone. Our Semiconductor Technology business was down low single-digits versus the year-ago period, but was up mid-single-digits versus the second quarter. We believe, this sequential improvement indicates that the softness we saw in Semiconductor Technologies in the second quarter due to high channel inventory is resolving. And our current expectation is that the semiconductor market recovery will continue returning to growth during 2020. Operating EBITDA margins for the segment were flat at 34%. Softer volumes in Semiconductor Technologies our highest-margin business was a headwind to segment margins. This headwind was offset by a gain associated with a planned asset sale. Moving to Nutrition & Biosciences on Slide 7. Momentum in our Nutrition & Biosciences segment continued with another quarter of organic sales growth. The strength of our N&B portfolio is its breadth, which enabled low single-digit organic growth amid well-documented near-term market-driven softness in biorefineries and probiotics. Third quarter organic growth was led by Food & Beverage volume gain, which were driven by strength in specialty proteins and cellulosics from growing demand in plant based meats. Other highlights included high single-digit organic growth in Pharma Solutions, as well as strength in the food enzyme and animal nutrition business within Health & Biosciences. We continue to be a market leader in probiotics and remain confident in the long-term growth of this business. We expect that probiotics growth will continue to be fueled from Asia Pacific where current market penetration is low as compared to other regions but growing steadily. September year-to-date probiotics in Asia-Pacific has grown double digits. Operating EBITDA margins in Nutrition & Biosciences are essentially flat with the prior year. Transportation & Industrial recorded net sales of $1.2 billion, down 10% on an organic basis with a 1% price improvement more than offset by an 11% volume decline. Our results reflect continued demand softness and destocking in the global automotive market and weak electronic volume. While global auto build remained relatively steady with last quarter from a year-over-year perspective, inventory destocking continued to negatively impact our results. We are pleased that we maintained pricing strength in the quarter versus the prior year, but anticipate that the rebalancing of the nylon 6,6 supply chain will influence pricing and volume as we look to the remainder of the year. Operating EBITDA declined 20% versus the prior year-ago period with pricing gains and cost reductions more than offset by the impacts from lower volumes and currency headwinds. Turning to the results of Safety & Construction on slide 9. Net sales of $1.3 billion were up 2% on an organic basis. Operating EBITDA of $352 million was up 1%. Continued pricing strength and productivity action drove operating EBITDA margins up 80 basis points versus the prior year. Year-to-date, operating EBITDA margins are up 370 basis points. Our top line results were consistent with the second quarter. We realized pricing gains across all businesses, which is now our seventh consecutive quarter of pricing gain in S&C. Likewise strength in Water Solutions where we continue to see strong demand in industrial and wastewater treatment markets was offset by softness in North American construction end market. Demand for our Safety Solutions segment remains robust but was negatively impacted by planned maintenance activity as well as outages at some of our key raw material suppliers causing us to have to curtail aramid production. S&C continues to improve their cost structure and has raised their operating EBITDA margins above the company average. A commitment to value in use pricing and a relentless focus on productivity is driving EBITDA margin improvement. Turning to the balance sheet on slide 10. You'll see that our net debt has remained relatively consistent at $15.5 billion with slightly higher commercial paper balances, which we expect to reduce by year end, offset by higher cash balances as of September 30th. As I've said before, our capital structure has been in place for several quarters now and we feel good about our position. It provides us with the flexibility we need while maintaining our investment-grade rating. You can also see the improvement we have driven in working capital in the quarter. Both accounts receivable and inventories are down as compared to June 30th, providing a working capital benefit. This is slightly offset by lower accounts payable balances. Capitalizing on our working capital opportunity remains a focus area for us. Our working capital levels did rise coming out of separation, but I'm pleased with the progress we've made this quarter and expect additional improvement in this area. The gains from working capital improvement and well-controlled capital spending enabled us to exceed our free cash flow conversion target of greater than 90% for the quarter. We also made additional progress on our share buyback program. Repurchases now totaled $600 million since June 1st and you can anticipate a similar pace through the end of the year. To date, we've returned greater than $800 million to shareholders. Let me close with a few comments on ROIC. We remain on track to deliver meaningful ROIC improvement as the portfolio came together. More importantly, however, is the mindset shift of the organization, which is now returns-focused. Our major capital and R&D spending is appropriately derisked. Our teams understand the importance of ensuring these dollars strengthen the bottom line and improve ROIC. I'll now turn the call over to Ed.
Ed Breen:
Thanks Jean. I continue to be impressed by our team's ability to advance its strategic priorities in tough market conditions. They have stayed relentlessly focused on execution and it is visible in our results. At the same time, I want to emphasize that we are well aware of the value creation potential inherent in this portfolio. We are actively pursuing strategic portfolio transactions that will drive increased shareholder returns and sustainable long-term growth. We also continue to refine the portfolio even as we assess more significant portfolio reconfiguration. This past quarter, we completed the sale of the Sustainable Solutions business from the Non-Core segment, and in Q2, we completed the sale of the Natural Colors business from N&B. Both divestments had lower margin profiles than their segment and the total company average. Additionally, we announced the planned divestment of the silk and carbide business in E&I for $450 million in cash. Once we close, we will use the net proceeds in a way which further enhances shareholder value. We continue to look for opportunities to monetize our Non-Core businesses, and we plan to make significant progress over the coming quarters. We are also looking for bolt-on acquisitions targets to further strengthen our high growth industry-leading businesses. Recently, we announced the intention to make two strategic acquisitions in our Water Solutions business, an area of significant growth opportunity. By enhancing our capabilities in ultrafiltration, we are building on an already strong position with additional capabilities and value-added solutions that will drive top line growth. Water is a vital end market driven by significant demand trends and our portfolio is advantaged in the space as evidenced by our 6% organic growth during Q3. Overall, we are focused on both organic and inorganic growth opportunities. Before we turn to Q&A, I want to address a couple of areas that I know are on your mind
Lori Koch:
Thank you, Ed. With that let's move on to your question. First, I would like to remind you that our forward-looking statements apply to both our prepared remarks and the following Q&A. [Operator Instructions] Operator, please provide the Q&A instruction.
Operator:
Thank you. Operator Instructions] We will take our first question from Jeff Sprague with Vertical Research Partners.
Jeff Sprague:
Thank you good morning everyone. Thanks for the comments on the broader portfolio and the like. Also I was just curious that in addition to what you've identified as Non-Core right, you've got kind a number of things that are still sitting in the segments and kind of coming out and without identifying businesses perhaps. But can you give us a sense of, how much revenue might actually be sitting in the four segments as kind of, "ongoing business" that really hasn't met that threshold in your view?
Ed Breen:
Jeff, it's very small. We did sell a business you saw recently that had not been in Non-Core. We got a nice price for it, it wasn't as strategic to us. There's a couple of more things like that. But generally speaking, Marc, Jean and the team are really focused on moving out the Non-Core. Every one of them is in motion. You've seen we've made a few announcements already, but every one of them is actively being worked at this time. So that's the heavier lift is to get that done and get the cash in, so we can redeploy it smartly for our shareholders. And then just to reiterate your opening comment there. Obviously, the team is extremely busy on looking at some transformational moves. And I would just say, we're in 7-day a week work mode right now if I could say it that way and really looking at that heavily to move a couple of things.
Operator:
And we will take our next question from Vincent Andrews with Morgan Stanley. Please go ahead.
Vincent Andrews:
Thank you and good morning everyone. Maybe if we could just get a little more detail in the electronics piece particularly as it relates to smartphones and the good sell-in you've been seeing. How much of that is really related to just there's more content of your products in the phones versus there has to be sort of an inventory load of these phones or maybe greater production to build into the channel? So I guess what I'm asking is, how long and how sustainable is this strong sales trend? And ultimately do you have a difficult comparison against it?
Marc Doyle:
Yes. Thanks Vincent. This is Marc. I'll take that one. You're right. It's a combination of builds for the new phones and the higher content in the new phones that's driving the kind of half-over-half sales increase most of which hits our ICS segment, Interconnect Solutions in E&I. And we view that -- so what's really happening here is, as the phones start to become more 5G-enabled, there are more high-frequency materials inside including antennas that pick up the signals. And we have a number of products that go into there including some next-generation Kapton-based laminate materials. And that's expected to continue to grow through 2020, 2021 as more and more of the new phone models have these antennas and these higher-frequency capabilities. And so, while it's a nice growth driver in the second half of this year we do expect it to continue for several years. And just to bring it back to the new Kapton line, we announced a couple of quarters ago that new Kapton production line, the demand there is largely driven by these trends in 5G for next-gen handsets.
Operator:
And next, we will hear from Christopher Parkinson with Crédit Suisse. Please go ahead.
Christopher Parkinson:
On the outlook for N&B in 2021, there's just been some recent volatility in quarters due to market-based factors as well as some facility downtime in pharma. Can you just refresh our memory on your general growth expectations for the components of the N&B portfolio? Specifically probiotics, specialty proteins and Pharma Solutions, as well as any key macro variables driving each substrate? Just trying to get a sense of the normalized outlook from both a growth as well as mix margin perspective? Thank you.
Marc Doyle:
Yes. Chris this is Marc. I'll take that one too. So as you said there are some good midterm growth drivers here in N&B and you highlighted a few of the key ones. We continue to have a lot of confidence in the probiotics market as a long-term double-digit growth market. It's driven by new health indications, new products, as well as just the continued penetration of probiotic usage into the nutritional supplements market. Asia is a huge growth driver for probiotics consumption, growing double-digits. So we like those long-term dynamics. You also mentioned specialty proteins. The whole space around plant-based foods, which is -- or plant-based meats, which is relatively small today from a specialty food ingredient sales standpoint for us less than $100 million, we think that that's got a good long-term double-digit growth trajectory too. And then you mentioned pharma excipients. And certainly the pharma space is a nice kind of mid single-digit growth space. So those dynamics are still very solid. They're great long-term growth, secular growth drivers for N&B. I'd also mention these are higher-margin parts of the N&B portfolio. So as they grow, we'll continue to see an uplift on our margins.
Christopher Parkinson:
Thank you.
Operator:
And next, we will hear from Scott Davis with Melius Research. Please go ahead.
Scott Davis:
Hi, Good morning.
Ed Breen:
Good morning, Scott.
Scott Davis:
I'm glad to be calling in on my first call here.
Ed Breen:
That's right.
Scott Davis:
I got several questions I can get away with it for a while as the new guy. Ed, I'm kind of intrigued by your comments on trying to drive this Chemours thing into arbitration. But can you really -- can you talk to us about what you think the timing is? If there is two potential outcomes here, you're going to get an outcome that drove it into arbitration. Is that something that can happen in the next 12 months? Or does this all kind of grind to a halt just with the legal system and its delays it should inevitably have?
Ed Breen:
Yes. Scott, I think having been through some of these before and certainly talking with our counsel on this, if it goes to arbitration, which is clearly what the documents say I think it resolves itself much quicker, because that process is just a faster process. So I would think during 2020 that would resolve itself. The timing by the way as I mentioned in our prepared remarks, we're filing our final brief over the next set of days here. And there could potentially be oral arguments that would occur. So I wouldn't expect necessarily the judge to rule on this for instance during the month of November. It's probably out just a little ways, if they happen to go through oral arguments, which is not an uncommon thing in this case. So pending that happening it could be a little bit of time before we hear that. But again, I think an arbitration process would be a lot quicker going through the legal system would be a little bit longer. So that's kind of how I would handicap it at this point in time. But by the way, I would just reiterate and I said this in my comments, but just to kind of put an exclamation point on this. I mentioned a few documents with the uncapped language. There's also filings by Chemours, public filings that they signed by their Chairman and CEO that talked about uncapped documents. And I would not even venture to tell you how many e-mails there are in the system that talk about uncapped liabilities. So it's very cut and dry in all the documentation throughout the company.
Operator:
And next, we will hear from Steve Byrne with Bank of America. Please go ahead.
Steve Byrne:
Yes. Thank you. Appreciate the disclosure on the PFAS. You make a comment in here that you've never sold PFOA. I was curious whether in the years that DuPont manufactured products that PFOA was used in the process, was it simply a surfactant used as an aid in the manufacture of a product or was the product derived from it and contained in the product that you sold?
Ed Breen:
No. It was used in the process. And remember, look the clarification I think a lot of this gets blown out of proportion because of articles that are written and we seem to get our name up in a lot of them. But it was -- we used it in a manufacturing process in four manufacturing facilities in the U.S. That's it. We didn't have it in our end products. By the way, my -- the comment I made where more of the legal issues are and more of the locations are is firefighting foam. DuPont and Chemours never had anything at all to do with firefighting foam. So I think people blow it up a little bit more here, but it's literally four locations. Chemours is liable for it and we've been doing groundwater remediation in those locations for quite a few years. And by the way it will continue for many years. And by the way a very key point here with all the talk around this the last -- we're two years now as of July 1 into the 5-year agreement with Chemours, where Chemours pays the first $25 million in a year and then DuPont will chip in the next $25 million. And then after that it's a Chemours liability. In two years now, we have not paid a penny, because Chemours has not gone over the $25 million limit. I would also say that we have some things we would like to clean up. We're clearly in close communication with Chemours on this. We have about 64 personal injury claims. Remember we settled 3550 of them all from one location by the way. And we have about I think 64 more there. It would be nice for us to get those resolved. And then we'll continue the groundwater remediation at the four locations that I mentioned. So I think we have this thing well contained, well boxed in. And over time, we'll get a couple of these other things cleaned up like the personal injury cases.
Operator:
And next we will hear from David Begleiter with Deutsche Bank. Please go ahead.
David Begleiter:
Thank you. Good morning. Ed does the Chemours lawsuit have any impact on the timing of the portfolio actions? And I know it's hard to say but any sense of when we might see the first of these transactions from a timing perspective? Thank you.
Ed Breen:
Well -- well no. The Chemours suit will have no bearing on any strategic actions we take on the portfolio. And look I can't talk timing but let me just go back to the comment I made a few minutes ago where Marc, Jean, me we're all -- we're in a seven-day a week mode right now. It feels like back when we were doing stuff of talking to Dow and getting things going. So we're busy. We know what we want to do and we're pursuing.
Operator:
Next we will hear from Jonas Oxgaard with Bernstein. Please go ahead.
Jonas Oxgaard:
Good morning, guys.
Marc Doyle:
Good morning, Jonas.
Jonas Oxgaard:
I was wondering which Halloween candy you're more exposed to.
Marc Doyle:
I want some of that candy by the way.
Jonas Oxgaard:
I figured it had to be. More realistically well coming back to the divestiture of the wafer business, can you talk a little bit more about the process leading up to this? Is that something that you shopped around? Were you approached? Was there a strategic review beforehand?
Marc Doyle:
Yes. Jonas, it's Marc. I'll take that one. And yes, so like the other Non-Core divestitures we've tried to run good disciplined processes. So this was a case where we knew there would be some strategic buyer interest because of the growth in silicon carbide. And so we tried to move as quickly as we could to take advantage of kind of the industry dynamics in that area. And we ran a good process multiple buyers. The final bidder that won obviously was the best offer that we got.
Operator:
And next we will hear from John McNulty with BMO Capital Markets.
John McNulty:
Hey, thanks for taking my question – thanks for taking my question, guys. So, on the innovation pipeline that's going to help to keep driving your business better than GDP I guess, can you give us some thoughts on how that pipeline will contribute in 2020? Or put another way, if we have a flat macro environment, how can we be thinking about the organic growth tied to some of the innovation that you're bringing out?
Marc Doyle:
Yes, John, it's Marc. I'll take that one. I mean, we're really confident in the strength of our innovation pipeline right now. And I think honestly it's never been stronger than it is. We've really focused around a small number of very powerful themes with our innovation spend. We're still spending about -- around about 4% of sales on R&D. Expectations from me for sure that we're going to get more out of that the investment than we maybe ever have historically. A couple of the big themes that we're spending around auto electrification is one. We've got multiple new product innovations in that space enabling lightweighting, enabling heat removal from battery packs, enabling miniaturization of electric motors and inverters, a lot of high-performance materials. And that's both new launches and customer qualifications. We're also spending very aggressively on 5G. We mentioned earlier some of the uptake in antenna materials. Those are based on new product launches that are happening this year. We have some additional new innovations coming in high-frequency that will roll out over the next couple of years out of the pipeline. And then maybe a third area, I'd just mention is microbiome. The broader space than probiotics is about not just more bacterial strains with new clinical indications but also how can we attach additional offerings to our probiotics business, which is currently the leading franchise in probiotics. But we're trying to double down and bring out new offerings like additional services, data prebiotics and more advanced sort of complex formulations that can further sort of double down on the growth in that space. So I'm really bullish on the pipeline. I'd stay away from giving a specific revenue number for next year till we're ready to roll out our 2020 guidance. But I think the innovation pipeline's very strong.
Operator:
And next we will hear from Bob Koort with Goldman Sachs. Please go ahead.
Bob Koort:
Thank you. Good morning. I was wondering, if I could ask about margins in your transportation and industrial business. It looked like the decremental margins there were pretty painful on the volume loss. So, I guess a combination question. When would you expect given the current environment to see those volume comparisons get a little bit more level? And then secondly, what would you think about your incremental margin expansion as volumes come back in that business?
Marc Doyle:
Yeah. Bob let me kick it off. This is Marc. And then I'll hand it off, if Jean wants to add anything. I'd say – I mean, you're certainly right. Volumes have been really soft this year. In T&I business and in particular the nylons and plastics are relatively lower gross margin businesses, so there is a significant loss of leverage, when the volumes soften. Price has been softening too as a result of the weak demand in the industry and so that's also hurting the margins. We've talked about this now for a couple of quarters as being not just the weakness in the industry, but also destocking in our channels, which is exacerbating. And that's why while the auto market is down mid-single digits we're down even higher than that. We are expecting that this will stabilize at some point. Hard to call based on the uncertainty this year. But going into the fourth quarter, we're currently seeing inventory levels relatively stable in the channel. We're not seeing a pickup in demand, but we are seeing some signs of some sequential improvement. So September as an example was a pretty good month versus 2019 for us. So, again hard to call. In terms of the actions that we're taking, Jean do you want to –
Jean Desmond:
I mean, I think T&I is an example differentially managing our businesses whereas you look across the portfolio you'll see the lowest kind of selling R&D expense in this business. And I give Randy and his team a lot of credit. As we've gone into this year, we saw the steep drop off in December they very quickly – December of last year. They very quickly took action to further right-size the business and take cost out. So that gives me a lot of confidence that we get through destocking we see a rebound in auto builds that this business is going to be very well-positioned to benefit from that.
Ed Breen:
Well, and probably we've run historically over auto build in this business as you know until the destocking kicked in pretty severely in mid-December last year. So we get through destocking at least we'll stabilize kind of around to where auto builds are plus some increment to that with the content that we drive into the end market. So that will play out in the near future.
Operator:
Next we will take a question from John Roberts with UBS. Please go ahead.
John Roberts:
Thank you. Did your animal nutrition business benefit at all from swine fever in China? And I was surprised that the food enzyme business was up. I thought the weakness in food ingredients was a little bit more broad-based than just probiotics.
Marc Doyle:
John, I'll take that. No not a huge benefit. Animal nutrition has been a good market for us, because we've had a very strong franchise around the phytase area. And so we're benefiting kind of from global growth characteristics more meat usage. And then around food enzymes, I mean, we're – as you're probably aware, we're not the largest supplier of food enzymes. We are seeing very attractive growth off a relatively small base and so food enzymes continue to be for us kind of a high single-digit growth. Animal nutrition by the way in the quarter was about a mid-single-digit 5% growth. So those are bright spots in the enzymes portfolio. I would say, the segment – Health & Biosciences segment within Nutrition & Biosciences was down about 1% this quarter. And so it was a little bit soft overall. But those were some of the bright spots.
Operator:
And next we will hear from P.J. Juvekar with Citi. Please go ahead.
P.J. Juvekar:
Yes, hi good morning.
Ed Breen:
Good morning, P.J.
P.J. Juvekar:
Ed on your potential strategic transactions, can you make some general observations about M&A multiples that you're seeing given the falling rates? And then secondly there, is PFAS liability becoming a sticking point in negotiating these deals? Thank you.
Ed Breen:
Yeah. P.J. yes thanks for the questions. No the PFOA has not been an issue in things that we're looking at and working on. So I'll just -- I'll leave it at that. It doesn't concern me. And just from a multiple standpoint, it's hard to answer that but I'll just say broadly multiples are very good when you're looking at transactions right now. And by the way just to give you one, I think multiples in the N&B type sector are at all-time highs right now. And I think a lot of that is it's just a steady business, a steady industry, which kind of recession proof. People are going to eat. And they command multiples up around 20% the real premium companies, which I think we are the premium company in the space. So multiples are not an issue in what we're working on.
Operator:
Next we will hear from Arun Viswanathan with RBC Capital Markets. Please go ahead.
Arun Viswanathan:
Great, thanks. I'm just trying to understand the earnings algorithm from here. Could you kind of touch on your outlook for cost reductions and synergy capture if there's any left into 2020? And then similarly assuming price is going to offset FX, what will be the main drivers that would help you get some volume growth next year? Thanks.
Jean Desmond:
Sure. Thank you. Let me first address synergies. So as we look at 2019, we had about $450 million of synergies through the DowDuPont and we're going to wrap that up in 2020. We have about another $160 million, $165 million synergies in them when we finish that program. The good news is and we talked about this the last quarter that productivity is in our DNA. It's really important. I talked about the work that Randy and his team have done and other parts of our businesses as we've come into 2019 to deal with the softness in some of our end markets. And so we've taken productivity actions this year and that's going to give us a bit of a tailwind as we go into 2020 as well. So you can think about maybe another $50 million plus of benefits from the timing of those actions going into 2020. In terms of our broader 2020 guidance, we're going to talk about that more when we announce fourth quarter earnings late January, early February. But I think we're looking at similar macro dynamics from 2019 into 2020. We're going to be fairly cautious as we think about 2020. But there are certainly bright spots in our portfolio that we continue to be excited about whether it's probiotics, pharmaceuticals, water, the aerospace business is doing quite well. And then we've got the continued challenging dynamics with the tariffs and trade that are impacting, of course, most clearly auto but also electronics to some extent.
Ed Breen:
Just to reiterate what Jean said. We as a management team Marc and Jean and I all of us we're saying, let's plan for, kind of, the macro we have now. Clearly hopefully during the next months some resolution on China tariffs occurs, so that would be a green shoot. And I think the biggest green shoot for all of us in the industrial sector is, obviously, everyone is easing all over the world. I think I was looking at 32 countries the other day that are all -- have easing going on. And clearly that -- most experts tell me that kicks in eight, nine months later with some positive momentum. So there's some green shoots out there, obviously, that could be helpful to us. But it -- we're like don't count on any of that, let's just plan conservatively. And we'll tee ourselves up properly from a cost structure and all as we go into 2020.
Operator:
Next we will hear from Frank Mitsch with Fermium Research. Please go ahead.
Frank Mitsch:
Hey, good morning, and pretty impressive results out of China. You mentioned that it was largely premium smartphone-driven. I'm just curious what percent roughly are you manufacturing in country? And can you talk about the trade flow issues and just in general what the tariff conflict has impacted DuPont and what your outlook is there?
Marc Doyle:
Yes. Frank, thanks. This is Marc. I'll take that one. The rough number on our China sales we have about 15% of our sales into China. A decent portion is manufactured locally. But I'd call it maybe about half-ish of the sales. We do have some products that are manufactured in the U.S. that are sent over to China. That's a smaller portion of the total because we're also manufacturing around Asia too and shipping into China. As a result the tariff impact is not real huge for us. When you look at that portion that's direct sales in terms of dollars it comes to about $50 million on a full year basis of tariff impact so -- pretty well mitigated for a company our size. I think it still going to be a positive when we see a resolution to the U.S.-China trade disputes. But the positive is not so much the direct impact of the tariffs it's more just the stimulus to the economy, the industrial growth in China and obviously the industrial growth in Europe and the U.S. And we think that's a much bigger lever for us than the direct tariff impact.
Operator:
Next we will hear from Laurence Alexander from Jefferies. Please go ahead.
Laurence Alexander:
Good morning. Could you just clarify two things? The -- is any signs of a sequential improvement in China ex electronics? And the comments about nylon 66 rebalancing how much of an impact that has been and what that means for 2020?
Marc Doyle:
Yes. Laurence I'll take that. And so in terms of China ex electronics yes we've been pretty strong in S&C pretty strong in N&B through the year. Those have continued to hold up well in China. T&I which has been down significantly we're not seeing a significant rebound as yet. So that's the exception. And then electronics obviously was a big trajectory change in China. And then the second question around nylon 66 was...
Jean Desmond :
Yes. I mean I think if you look at T&I we did see sequentially a pricing decline from second quarter to third quarter of about 2%. And we would expect to see some continued -- the same continued dynamic as we go into fourth quarter with.
Operator:
And next we will hear from Mark Connelly with Stephens Inc. Please go ahead.
Mark Connelly:
Thank you. If I could just ask how -- you've given us a lot of information on a lot of different businesses and the economic impact. But if we were to strip out the macro impact how would you rate your performance relative to where you thought you would be on controllable issues? And how do you see the opportunity over the next year in controllables? Is it more on the revenue side or is it more on the volume and product side? [Technical Difficulty]
Operator:
Pardon the interruption. We are unable to hear the presenters. And please standby as we are experiencing some technical difficulty. [Technical Difficulty] And Mark, if you could repeat your questions.
Mark Connelly:
Sure. Ed, you've talked a lot about what your strategies are in the portfolio. But what I'm trying to understand is, if we think about the economy is what it is and you look at what you've controlled and what you want to control, how much opportunity do you see ahead in controllables in this sort of flat macro environment on the cost side versus on the revenue side?
Marc Doyle:
Yes. Mark. Sorry about the break there. This is Marc Doyle. Yes. I think we've done a reasonably good job certainly with being aggressive on cost actions. And we think that there's more room to continue to drive productivity around cost. A couple of additional degrees of freedom we have are manufacturing production costs levels of automation. We've also got some opportunities to continue to debottleneck our manufacturing sites because we do have areas where demand is still outstripping supply. And so, those I'd call more sort of self-help related cost actions. I think we've also done a nice job focusing the innovation spend and the capital spend around areas where we have continued upside even in some of the softer market conditions. And I think that those actions will continue to benefit us going forward.
Ed Breen:
And Marc, just to add on to that, the team is still working on obviously, the synergies we're capturing the rest of this year, but we have $165 million more of synergies next year. And if you remember, right, I think it was last quarter we announced a restructuring where we were taking -- where we took $30 million out in the second quarter and we were working on -- we are working on $80 million for the second half of this year in addition to the synergies, which will obviously play through 2020 also. And it would -- as a management team; we have many other items we're looking at on the cost side that if we feel like we need to pull those levers next year, we certainly would do that. So, we're kind of preplanning on all of that.
Operator:
And we will take our final question from Jim Sheehan with SunTrust. Please go ahead.
Jim Sheehan :
Thanks. Regarding PFAS again. There's a movie coming out that invokes DuPont by name and smears the company as being a bad actor. Are there any legal remedies for that that you know of? And are you planning any kind of public response to the allegations?
Ed Breen:
Yeah. I'll let Marc comment on some of the things we're doing. But first of all, let me just say, the movie is not true facts. It's quote – well, I think the trailer I saw was inspired by. And I've had a pretty good debriefing on it and it's just not true material in it. So we have -- I'll let Marc comment. We're doing obviously doing some things for employees and all that so they understand facts and all that. I'm not going to comment on the legal piece. But obviously, we have a lot of legal folks have been looking at this and I'm just going to leave that there for now.
Marc Doyle:
Yeah. Let me just build on Ed's comments. I mean, unfortunately in a situation like this it just doesn't do you much good to fight it out in the public eye. And that would just drive more and more attention to it. So, we're really focused internally on our employees, our communities, our families getting the facts out there preparing people for the bad publicity that's likely to come. As Ed said, this isn't an accurate portrayal of the facts. It's certainly not the company that any of us know. I've been with DuPont for 25 years myself. This is -- the behaviors that you might see in there are certainly not the behaviors that I witnessed at any point in my career. And so, we're really focused on our people and trying to just prepare them.
Operator:
And with no further questions, I'd like to turn the call back to Lori Koch for any additional or closing remarks.
Lori Koch:
Thank you everyone for joining our call. For your reference, a copy of our transcript will be posted on DuPont's website. This concludes our call.
Operator:
And this concludes today's conference. Thank you for your participation and you may now disconnect.
Operator:
Good day and welcome to the DuPont Second Quarter Earnings Call. Today’s conference is being recorded. And at this time, I would like to turn the conference over to Lori Koch. Please go ahead.
Lori Koch:
Good morning, everyone. Thank you for joining us for DowDuPont’s second quarter 2019 earnings conference call. We are making this call available to investors and media via webcast. We have prepared slides to supplement our comments during this conference call. These slides are posted on the Investor Relations section of DowDuPont’s website, and through the link to our webcast. Joining me on the call today are Marc Doyle, Chief Executive Officer; Jean Desmond, our Chief Financial Officer; and Ed Breen, Executive Chair. Please read the forward-looking statements disclaimer contained in this slide. During our call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainty our actual performance and results may differ materially from our forward-looking statements. Our Form 10-K as modified by our first quarter Form 10-Q and current report include detailed discussion of principal risks and uncertainties, which may cause such differences. Unless otherwise specified, all historical financial measures presented today excludes significant items. We will also refer to non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure and other associated disclosures are contained in our press release and in the appendix of our slides. For your awareness, we have kept our prepared remarks to about 20 minutes in order to allow a full 30 minutes of Q&A and then end a little early, so that you can join the Corteva call, which starts at 9:00 a.m. I will now turn the call over to Marc.
Marc Doyle:
Thanks, Lori, and good morning everyone. Before we get started, I’d like to acknowledge the incredible accomplishment achieved by the entire DuPont organization that enabled the successful separation of Dow on April 1 and Corteva on June 1. I’d like to thank everyone for all they did over the past 3.5 years to execute our industry-defining transaction. I’d also like to specifically acknowledge Jim Fahey for his role in the integration of the Dow and DuPont electronics businesses and his more than 25 years of service. As we announced this morning, Jon Kemp will succeed Jim as President of the E&I segment. Let’s get started on the quarter on Slide 2. We delivered a strong quarter and navigated dynamic market conditions in select end markets by staying dedicated to our core principles of innovation-led growth and disciplined cost control. We significantly expanded both gross and operating EBITDA margins and grew pro forma adjusted EPS in the high single digits versus the year ago period. We also continued to drive returns on our innovation spend with key new wins across several high-growth trends, including auto electrification, 5G, health care, water and sustainable food sources. Looking closely at the numbers, total sales of $5.5 billion were down 3% on an organic basis as continued strength in Safety & Construction was more than offset by the well-documented weakness we and others are seeing in electronics and automotive end markets. Organic sales in our core segments were down by 1.7%. Regionally, organic sales were down 2% in the U.S. and Canada, down 3% in EMEA, down 4% in Asia Pacific and up 1% in Latin America. The organic sales decline in the U.S. and Canada was primarily driven by lower sales in the non-core segment from weak polysilicon pricing, impacting demand. Weakened automotive and electronics end markets continued to drive the declines in both Asia Pacific and EMEA. However, we did see sequential improvement in our China results with sales down 3% versus prior year in the second quarter versus 10% in the first quarter. The increases were realized across all of our core segments. One of the key bright spots in the quarter was the substantial improvement in gross margin, which was realized in all of our core segments. Gross margin improved more than 200 basis points as a result of our pricing discipline, plant productivity and cost control. All in, swift action in light of prolonged market weakness led us to outperform from an operating EBITDA perspective versus expectations in spite of a weaker top line. Operating EBITDA of $1.4 billion was essentially flat with the prior year period, resulting in strong operating leverage and demonstrates our ability to deliver pricing and drive operating efficiencies amid challenging market conditions. Excluding currency, operating EBITDA in our core segments was up 6% on a year-over-year basis. We also delivered operating EBITDA margin improvement of 170 basis points versus the prior year and have delivered operating EBITDA margin improvement of greater than 300 basis points since the second quarter of 2017. Adjusted EPS, as shown on Slide 3, was up 9% on a pro forma basis versus prior year driven by lower depreciation and amortization. The quarter also benefited from a $0.03 per share tailwind from a lower share count, in line with the share repurchases we did as part of DowDuPont and a priority that we will maintain as part of new DuPont evident in the $250 million in purchases that we have completed to date. Before I turn the call over to Jean to discuss the quarter in full detail, I’ll provide an update to our full year guidance as well as our expectations for the third quarter on Slide 4. For the full year, we now expect organic sales to be slightly down versus the prior year. This change in expectation is a reflection of the prolonged weakness in our short- cycle businesses, primarily automotive and semiconductors, causing both lower volumes and pricing headwinds as a result of the supply/demand imbalance. From an earnings perspective, we expect operating EBITDA to be on the low end of our previously stated range. We are targeting $80 million in cost actions, in addition to the $30 million we took in the second quarter, to mitigate the macro headwind from both price and volume in the second half. These new cost actions are biased towards the fourth quarter and include the benefit of a restructuring program authorized during the second quarter of up to $130 million. All in versus our previous guidance, we lowered our organic sales by approximately 300 basis points versus the previous midpoint and lowered EBITDA by about 90 basis points versus the prior midpoint, which is a direct reflection of our ability to mitigate weak market conditions with levers that we can control. We are raising our pro forma adjusted EPS guidance to $3.75 to $3.85 per share reflecting the strong second quarter results, the net impact of our second half segment earnings revision and updated D&A and tax rate assumptions, the latter of which is now expected to be at the high end of the range. For the third quarter, we expect organic sales to be down low single digits. From an earnings perspective, we expect our tight management of spend and strong productivity actions will again enable us to deliver strong operating leverage despite a lower top line. For the third quarter we expect pro forma adjusted EPS to be in the range of $0.94 to $0.99 per share. In the appendix we provide segment-level commentary, as well as some additional model and guidance. Overall, I’m very pleased with our team continues to navigate the market uncertainty by capitalizing fully on our competitive strengths and focusing on the levers within our control to deliver strong bottom-line results. These actions will position us well as markets recover to capitalize on our improved cost structure and investments in innovation. I’ll now turn the call over to Jean.
Jean Desmond:
Thanks Marc. On Slide 5 you can see a snapshot of the second quarter sales and operating EBITDA result for each of our segments. Before I move into the segment detail, I want to assess our performance opposite two of our medium-term financial targets
Ed Breen:
Thanks, Jean. I’ll provide an update to our strategic priorities on Slide 11. We are committed to delivering best-in-class performance, and in the quarter, we continued to advance our performance towards these goals. Our focus on innovation continues to accelerate growth from our robust R&D portfolio, as evidenced by our eighth consecutive quarter of pricing growth. We have and we’ll continue to invest in innovation even during the weakness we are experiencing in our short-cycle businesses. In fact, our R&D spend as a percentage of sales was held steady at 4% for the quarter, in line with our targets. I am pleased with our cost productivity, including delivering over $100 million in cost synergies in the quarter, leading to 170 basis points of margin expansion. We also continue to execute our portfolio actions and are actively engaged in discussions to sell the businesses within our Non-Core segment. We expect to have made meaningful progress on these divestitures within the calendar year. From a broader perspective, our portfolio presents potential for significant value creation over the long term. I am pleased with the organization’s focus on driving free cash flow and improving ROIC. We recently issued a performance grant to members of our leadership teams, which has ROIC improvement as a key metric in the payout. Integral to achieving this goal is effective capital allocation, and our commitment to this priority is evidenced by our completion year-to-date of $250 million of share repurchases under our $2 billion plan. I can assure you that the organization will stay focused on its top strategic priorities with the ultimate goal of creating shareholder value. I’ll now turn it to Lori to open the Q&A.
Lori Koch:
Thank you, Ed. With that, let’s move on to your questions. First, I would like to remind you that our forward-looking statements apply to both our prepared remarks and the following Q&A. Please, provide the Q&A instruction.
Operator:
[Operator Instructions] And we will take our first question from Vincent Andrews of Morgan Stanley. Please go ahead.
Angel Castillosa:
This is Angel Castillo on for Vincent. Just a quick question around your back half expectations. So you guys had talked about the 3Q guidance but just looking at what that implies for 4Q. It looks like it’s a pretty sharp improvement in E&I for the fourth quarter and then also some improving trend in T&I even though third – 3Q guidance seems to be getting worse sequentially. So just curious as to what’s actually embedded in the back half. How do you wish it is and just how – maybe how dependent it is on trade resolution.
Ed Breen:
Thanks for the question. Now let me give you a little bit of an overview and then let me turn it over to Marc for a little bit more detail. The difference by way just high level between the first half year and the sequencing through the year is the first half and second half sales are virtually flat in our planning. They’re up just very, very slightly. And don’t forget the fourth quarter, we have an easier comp because our businesses dropped off last year. So we’ll have more positive organic growth in the fourth quarter. Still negative in the third, but that’s an easier comp. So they actually look at the sequence in what we’re saying. We’re counting on the same soft – short-cycle markets staying down the rest of the year, which is basically the E&I plate businesses, the T&I stuff and, in E&I, the semiconductor businesses. So we’re not counting on any improvement happening from that standpoint, so we’re planning our cost structure and our business actions around that. But Marc, why don’t you give a little more detail on that?
Marc Doyle:
Yes. Thanks, Ed. And yes, just to build on what Ed said, there is a couple of sequential changes, I mean, there’s a slight improvement in E&I that’s really driven by the premium smartphone market, as we said, last quarter. As launches happen in the second half, we’ll see some additional sales. We’re pretty confident with that. The orders started to pick up in the second quarter, and some of that is leading to a slight improvement in the back half for E&I. And then you asked about the trade resolution. We’re not assuming that there’s any change in the trade environment. So for our second half outlook, we’re sort of staying the course here on the current situation.
Angel Castillo:
Great. That’s very helpful. And just the other question I had is with – on cost cutting. So you guys talked about the $18 million here in the second half. How sustainable are these costs? Or if things improve, are these costs going to come back? Or how should we think about that?
Ed Breen:
Yes. Probably a couple of comments on that. I think we’re looking at that these costs as more permanently out of the system. So we did $30 million in the second quarter, and Marc and the team are doing another $80 million in the second half, as I think Jean said, biased more – Marc said biased more towards the fourth quarter by the time they kick in. I’d also like to highlight for you a comment that Jean did make. We are not touching R&D if we’re – just because we’re seeing a little short-term softness. We’re going to run the R&D around 4%, maybe just slightly above 4%, which is exactly aligned with all the detailed plans of the – that the team has. And I think that’s really important. We’re not going to clip our future growth prospects just because of a little weakness on short-term.
Angel Castillo:
Very helpful. Thank you.
Operator:
And our next question will come from Jeff Sprague with Vertical Research. Please go ahead.
Jeff Sprague:
Thank you. Good morning, everyone.
Ed Breen:
Good morning, Jeff.
Jeff Sprague:
Good morning. Two questions from me. I want to pick up on the margins and then also thinking about cash flow. So the gross margin performance was very solid, impressive. Just picking up on the prior point a little bit, Ed or Marc. Just thinking about synergies versus kind of ongoing cost actions, how that mix might change or synergies kind of starting to run their course, tail off. And we might – and might we see kind of more kind of restructuring actions at this – well, going forward even in the face of perhaps better macro trends, say, into 2020?
Marc Doyle:
Yes. Jeff, this is Marc. I’ll take that. I mean yes, what we’ll be seeing is – I mean, take 2Q as an example. We still delivered about $100 million in synergies. That will be happening through the end of the year here. But we also delivered productivity on top of that, as Ed said, about $30 million. We’ll see more productivity and less synergy going into 2020. And we’ve already teed up a number of areas that we intend to focus on, and so you’ll see us talking more about that on a going-forward basis. The synergy program will end early next year. We’ll deliver the last portion of that.
Ed Breen:
One of the big areas that the team has focused on, to Marc’s point about going in the future, is we have, as you know, a factory efficiency program going on, productivity there, which is pretty big for DuPont with some of the large facilities we have. And a big part of that M&A is in our S&C business, which has our bigger, tougher facilities. And as you can see, during this past year, the team has made really good progress in that business, and we were up almost 700 basis points in that business over the last year. And again, great progress in the quarter there. A lot of that is – we are getting pricing in that business, but we are seeing some volume growth. But really underlying that is really tremendous progress on that productivity on the factory footprint. So that’s a big thing. And by the way, it’s just not that. This happens to be the biggest opportunity. Marc’s got a program with the team across all the businesses when it comes to that factory efficiency.
Operator:
And we will take our next question from Steve Byrne of Bank of America. Please go ahead.
Steve Byrne:
Hi, I wanted to ask you about where you’re seeing revenue synergies within your businesses. And is there potential for any more tailwind from this as we move forward?
Marc Doyle:
Yes. Yes, Steve, let me take that. It’s Marc. Yes, what we’ve said from last year is that there are opportunities across the portfolio. The revenue synergies take a little bit longer to build due to qualification timing. There are some launches that have been happening this year. For example, some of the plant-based meat offerings, cellulosics, things like that are coming out of the new cellulosics portfolio. That was the combination of Dow and FMC. We did a beta launch of a smart materials offering around smart conference tables. That was also a Dow plus DuPont integrated offering. And so you’ll see more and more of those launches. We’ve sized the opportunity for revenue synergies at around about $400 million EBITDA, but we said it would be three to five years out. So the way I think of it is it’s a growth kicker but at just a portion of the three to five-year growth objective. And it’s really localized to those overlaps that exist in each of the segments actually if you look at the way we’ve put Dow and DuPont together.
Operator:
And we will take our next question from John McNulty of BMO Capital Markets. Please go ahead.
Bhavesh Lodaya:
This is Bhavesh Lodaya for John. As you think about the strategic opportunities to create value in the portfolio, do you think the macro weakness may facilitate even more options? Or does it potentially give you optionality if you choose to preserve your balance sheet?
Marc Doyle:
I think – this is Marc. I’ll kick it off and then I’m sure Ed will add something. I think current macro is probably not the biggest driver for the opportunity here. I think if you look at the strength of each of these businesses in the portfolio and the opportunities to potentially look for either M&A or other transactions down the road, that we see plenty of opportunities across the board. Will the current macro drive more of that activity in the future? Hard to say.
Ed Breen:
Yes. I’m more – I don’t think the macro – or if it’s soft or not, I don’t think it has any bearing on the strategic moves we would make whatsoever. If you make the right strategic moves, you’re going to create value, so I don’t take into account. I would say, as Jean mentioned, though, just to highlight on your portfolio comment, feel good about the progress we’re making on the Non-Core front, and that will be cash coming into the company that we can deploy in a very smart way. And every metric practically improves as we exit the Non-Core businesses, whether it’s revenue growth rate, margins, ROIC. So we’ll really focused the team on really getting those transaction moving along quickly.
Marc Doyle:
Yes. Let me just build on Ed’s comment. That’s a good point on Non-Core. We do get questions about whether market conditions and potentially softening would impact the value that we get for some of those divestitures, and I can tell you we’re obviously well into things here. We’re not seeing any issues there so far. The assets that we’re putting up for sale are good products lines, businesses. They have strong interest in everything that we’re rolling with here. So we’re feeling pretty good about the cash generation potential.
Operator:
And our next question will come from Jonas Oxgaard with Bernstein. Please go ahead.
Jonas Oxgaard:
Good morning, guys. I have a pretty high-level question, if you don’t mind. With the trade war, there seems to be some, I don’t know, idiosyncratic effect. Like maybe smarter people than me foresaw that the trade war lingering would cause automotive demand to drop, but I certainly didn’t see that happening. And so as the trade war keeps going, are there other what I’ll call idiosyncratic effects that you’re seeing already or that you’re worrying about? Or conversely, are there effects that could actually be positive for you?
Marc Doyle:
Yes, good question, Jonas. I think it was hard to predict. And I wouldn’t say automotive demand weakening was all about the trade war, but clearly that’s a factor. There are multiple factors, I think, if you read some of the industry reports. The other industry that clearly there are some interesting dynamics is around the electronics industry, a lot of the headlines you read about the Chinese semiconductor industry and Chinese OEMs and U.S. suppliers. And I think we’re relatively well positioned. We have a lot of our production local. We’ve been positioned in Asia for quite some time, both in our automotive and our electronics product lines. But we have to continue to watch those dynamics in U.S.-China relationship and how those might affect the competitiveness of U.S. companies on the ground there.
Operator:
And we will take our next question from Christopher Parkinson with Credit Suisse. Please go ahead.
Christopher Parkinson:
Great. Thank you. So the N&B segment now can just be a bright spot with a few exceptions like bioactives, which was well expected. Can you just walk us through the puts and takes that you saw for the quarter, including the capacity constraint issue in Pharma Solutions? And then also, just if you can walk us through your long-term thoughts on the potential mix benefits from growing probiotics, pharma and cultures at a faster clip than the rest of the portfolio. Just any your comments on how that could affect your margin outlook for 2020 and 2021 would be appreciated. Thank you.
Ed Breen:
Yes. I’ll take your second part and Marc can also add on the first part. You’ve been watching for a good three years now margin expansion every single quarter in the – with what was N&H and now it’s N&B but generally those sets of businesses. We’ve had margin expansion every single quarter except one. So there’s like 15 quarters in a row, one we had a little bit of a blip. So a pretty good track record. And when you really dig into the detail – by the way, obviously, we’ve had organic growth that’s helped us. Our team has been very cost conscious on the G&A side, so they’ve done a great job on that. There was a fair amount of synergies in that business because of the Dow stuff and FMC coming in, so they’re doing a great job on that. But if you actually do the waterfall chart the biggest impact is actually your comment you’re making or your question. It’s been an enrichment story, and that should play out still next couple years. So I mean, by the way, I think if you do a compare of our businesses to the core competitors, our margins are fairly best in class unless you take and isolate your probiotic player or something like that. But we still think we have room to drive them up more towards the company average and be consistently up there. So – but the biggest part we’ll get as we go forward is that mix piece, as what you said. It’s pharma, it’s probiotics and a couple of those pieces. But Marc, why don’t you get into the puts and takes and what can happen in the second half?
Marc Doyle:
Yes. Let me give you a little bit more on the first question. So the positive, the bright spots for N&B in the quarter clearly, as Ed mentioned, probiotics, back to double-digit growth. We announced also some pretty significant investments, both in capacity and new product launches, during the quarter, some additional R&D partnerships with other companies. So we’re clearly doubling down to continue that long-term growth trajectory. And as Ed mentioned, that’s a great mix enricher for margins in the long run. I’d mention also the microbial business was back up mid-single digits in the quarter. That was good to see. And obviously, the plant-based meat trend is a fantastic one, and I think we’re pretty well positioned in that market. We’re working hard to be the R&D partner of choice for the companies in that space. It’s a small business today. It’s also a mix enricher. The margins in that space are higher than the average margins in the segment. So that’s going to be a good long-term growth driver. On the other side of the coin, I’d say clearly the industrial enzymes business continues to have some market struggles. Bioethanol continues to be a really tough market. And so that’s one that we’re looking to, to hopefully get through during the course of the year and maybe see a recovery in 2020. Near term, we had some weakness in the quarter in pharma, which was really driven by capacity issues primarily. And so we do expect in the second half we’ll see the pharma business back to the usual least low single-digit growth. The market demand there is strong. It’s a good long-term market. We also had a little bit of weakness in the system solutions business because of weather in the quarter, and we think that will pass. We think Food & Beverage will be back up to low single digit in the second half. And so that’s kind of a rundown product-by-product.
Operator:
And our next question will come from David Begleiter with Deutsche Bank. Please go ahead.
David Begleiter:
Good morning. Marc, just on Safety & Construction, a very strong first half, really good results. But you did call out maybe a weaker back half and you’re constrained in capacity in Tyvek and aramids. So given – I know you’re on capacity going forward. But given those dynamics, how should we think about safety in 2020? Maybe a little bit slower growth and slashed margins? Or can you drive price to drive higher results? Thank you.
Marc Doyle:
Yes. Thanks, David. It’s a great question. FMC is obviously firing on all cylinders. As we said, the margin expansion, which the team has been working on for several years, is coming through. We’re seeing great demand in the water business, great demand in the safety business. The only weakness is residential construction in the U.S., and we do expect at some point that’s going to come back. And so we’re really bullish here. The second half, a bit of a sequential softening. The primary factor there, I’d say, is that we’ve got some PMMAs, which are the big plant turnarounds. The Safety & Construction business has some sizable sites, and so when those come up for the once shutdowns, that lead to a slug of cost. I’d say we’re also being a little bit cautious in the outlook. Demand has been booming. Pricing is strong right now. We just don’t want to assume that that’s going to continue forever. But as we look to 2020, I think we’re real positive on the continued growth in that business. The market drivers there, which are clean water, which are worker safety, good exposure to markets like aerospace and defense, I mean, those are all real strong spaces globally right now. So the exposure there on the market side is definitely a positive.
Operator:
And our next question will come from Bob Koort with Goldman Sachs. Please go ahead.
Dylan Campbell:
Good morning. This is Dylan Campbell on for Bob. Last quarter, you guys kind of broke out your key planning assumptions assuming global automobiles were up 4% in the second half, smartphone deliveries were up 2% in the second half. With the new guidance today, I mean, do you guys see any changes to those assumptions? And kind of what do you have embedded in your guidance?
Ed Breen:
Yes. Just – by the way, just hit that, Marc; or Jean, jump in also. So the areas we talked about before, the three soft areas I just – there’s – obviously, residential construction is down. But putting those piece aside, it’s really the semi business is a little soft. The auto business is soft. And E&I business was soft, because of smartphones. So the planning is that autos are still down globally 5%, and we’re saying no improvement in the second half of the year. By the way, it really looks like inventories in autos around the world, including China, are pretty much getting back to about normal levels. So that’s finished goods inventory. But we still think the supply chain, as Jean mentioned, does still have some months to go to make sure that gets cleaned up. And then on the smartphone side, as Marc had commented on, we actually saw the improvement or see an improvement in the orders, we think, but it’s not because global demand is up in smartphones. It’s actually down. It’s that we’re driving extra content. And we are seeing those orders – we did see those orders begin in the second quarter mostly for the content we put in on the 5G side. So that’s kind of the planning assumption on those two big areas. And we’re expecting no improvement in the soft conditions on the semi inside kind of for the rest of the year. Therefore, by – back to my comment a few questions ago, we’re planning kind of revenue flat, first half and second half, in the company. I think that’s a good planning assumption. So we don’t overspend. We watch our cost controls and all that.
Marc Doyle:
Yes. Let me just build on Ed’s comment. Ed mentioned auto, smartphones. Semiconductor, we have revised the full year planning assumptions. So we were saying early this year that it would be sort of low single-digit MSI growth. We’re now expecting that that’s going to be down a bit. And that’s just consistent with what we’re seeing in the market, particularly in memory. Memory prices are way down. Volumes are down. The Korean semiconductor market has been really soft here in the second quarter, and that’s impacting our materials sales. Even as we’re investing in next-gen qualifications aggressively in semi for advanced node products, the total volume is just down by a few percent, which is different than we expected starting the year. And so those are really the primary areas that we’ve revised our full year expectations.
Operator:
And our next question will come from will come from Josh Spector with UBS. Please go ahead.
Josh Spector:
Hey guys. Just a clarification around free cash flow when you guys gave prior guidance, you were talking about pension costs around $200 million in cash, restructuring around $1,300 million, I guess Slide 10 has a couple buckets kind of similar size, adding $500 million. Is that incremental to what you were thinking before? So more cash use? Or is that the same numbers that you were expecting?
Jean Desmond:
Yes. No, those are actually the same numbers we were expecting. That’s just pointing to the outflow in the second half of the year. So I wouldn’t say we’ve had any substantial change to our view of free cash flow for the year, which, as we’ve noted before, is primarily a lot of our free cash flow for 2019 is – was setting up the capital structures for the three new companies. So just providing color on the second half.
Operator:
And our next question will come from Arun Viswanathan with RBC Capital Markets. Please go ahead.
Arun Viswanathan:
Great. Thanks for taking my question. Just curious on the pricing momentum, I guess. Do you expect those gains to kind of continue? You mentioned lapping prior year price increases. How should we think about pricing going forward? And maybe if you can just describe that by segment. Thanks
Marc Doyle:
Why don’t I take that? This is Marc. So it’s different segment to segment, clearly. We are assuming that we’re starting to lap some of the significant price actions in the T&I segment. And we’re assuming also in the S&C business we’ll start to see a little bit less price in the back half. And so as it nets out, we’ve been running about plus two per quarter, the first half of the year, on price. We think in the second half on a year-over-year basis we’ll get down closer to being flat by the end of the year. Now these are planning assumptions clearly it depends very much on the demand environment, and it depends on supply situation. So these things can change relatively quickly. One of the drivers for pricing for us in T&I has been not just the strong demand but also our very stable, predictable supply situation, particularly in the nylon product lines. And so we’ve been one of the producers that customers can really count on to continue to deliver. So we’ll take advantage of that strong supply capability if there’s any further disruptions in supply in the industry and continue to try to drive pricing.
Operator:
And we will take our next question from Frank Mitsch from Fermium Research. Please go ahead.
Frank Mitsch:
Good morning, folks. I was intrigued by the comment regarding China in terms of the declines getting – the year-over-year declines getting better Q2 versus 1Q, so just curious as to what you’re seeing now that the month of July is behind us and what your expectations are in that part of the world. Then also, speaking about the quarter, you called out a customer settlement in Non-Core. What was the order of magnitude to that? Is that included in $0.94 to $0.99 guidance?
Marc Doyle:
Yes, Frank. Let me take the first question then I’ll hand the second question over to Jean. It’s – I was laughing a little bit because it’s rare that we would be bragging about minus 3% growth in China. I can’t remember that happening in a long, long time. But it was a sequential improvement, and it is a little bit of a sign of life. The strength there has been across several of our segments. Most notably, I’d say that E&I was up. Also, S&C continues to be very strong in China. The E&I growth is a statement around the China semi market, which is a bright spot for semi. Also, those orders starting for premium phones and the displays market growth is largely happening in China. On the S&C side, the water business just continues to be booming there, and the team is doing a great job of capturing growth there. That water growth is both in industrial –sort of water cleanup for industrial operations as well as residential water market in China is really booming. And we’ve put out a couple of new products in the quarter and have some notable share gains that are continuing that double-digit growth for us. So that’s kind of the positive side of the China story right now.
Jean Desmond:
And in terms of your question around non-core and the guidance for the third quarter, we do have an equity affiliate in non-core that has a history of settlements. They’re always hard to call when those settlements are going to hit. But you are right; we are thinking that there could be one. There would be one in the third quarter as part of our guidance.
Operator:
And our final question will come from Duffy Fischer from Barclays. Please go ahead.
Duffy Fischer:
Yes, good morning. Just want to go back to S&C, if we could. Your guidance in May was kind of up low teens. You ended up high-20s on EBITDA. And at that time, you were thinking you were going to get decent pricing. So I’m just trying to understand what changed from May to the final number that it ended up so much better.
Marc Doyle:
Yes, good question, Duffy. I mean, the bottom-line is the two biggest segments there, water and safety, both over-delivered in terms of cost actions, productivity actions and pricing came in a little stronger than expected. So I would say the demand environment was notably different. We knew it will be a strong environment. But the team really executed well around controlling what we could control, driving productivity and then continuing to deliver on the pricing side of the equation. And so it’s a good story for the quarter, good execution. Again, second half, we’re being a little cautious on some of the things that are a little bit less in our control like the demand and pricing side. But I’m expecting that we’re going to keep delivering in S&C, and it’ll be a good driver during the second half too.
Lori Koch:
Thank you, everyone, for joining our call. For your reference, a copy of the transcript will be posted on DuPont’s website. This concludes our call.
Operator:
And this concludes today’s conference. Thank you for your participation and you may now disconnect.
Operator:
Good day and welcome to DowDuPont’s First Quarter Earnings Call. At this time, I would like to turn the conference over to Lori Koch. Please go ahead, ma'am.
Lori Koch:
Good morning, everyone. Thank you for joining us for DowDuPont’s first quarter 2019 earnings conference call. We are making this call available to investors and media via webcast. We have prepared slides to supplement our comments during this conference call. These slides are posted on the Investor Relations section of DowDuPont’s website, and through the link to our webcast. Speaking on the call today are Ed Breen, Chief Executive Officer; Jim Collins and Marc Doyle, Chief Operating Officers for DowDuPont’s Agriculture and Specialty products divisions, and myself and Megan Britt, who will lead IR for DuPont and Corteva. In addition Jean Desmond and Greg Friedman, CFO-elect for DuPont and Corteva will join in the Q&A session. Please read our forward-looking statements disclaimer contained in the news release and slides. During our call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainty our actual performance and results may differ materially from our forward-looking statements. Our Form 10-K and DuPont's Form 10-K, as well as Corteva's Form 10 include detailed discussions of principal risks and uncertainties which may cause such differences. Also, we will comment on segment results on a divisional basis, so please take note of the divisional disclaimer in our earnings release and slides. Unless otherwise specified, all historical financial measures presented today exclude significant items. We will also refer to non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure and other associated disclosures are contained in our earnings release and on our website. Before I turn it over to Ed, I'd like to remind you that our comments will be primarily related to the future DuPont and Corteva companies. Dow will be holding their own call starting at 9:00 a.m. this morning. I will now turn the call over to Ed.
Edward Breen:
Thanks, Lori and good morning, everyone. Today we reported the final quarter results for DowDuPont. Our teams aggressively managed the levers within their control to deliver results in line with our revised expectations. They addressed challenges, including unprecedented bad weather, currency fluctuations and macro factors driving difficult conditions in select markets. This demonstrates the ability of each of our businesses to respond effectively to challenges due to their market alignment, rigorous cost control and emphasis on innovative products that enable disciplined pricing and margin expansion. Our teams also stayed focused on our longer term goals and accomplished several important milestones in the quarter. We completed the first phase of our commitment to create three transformative companies, each leaders in the markets they serve. As you know we spun the Dow business on April 1 and they're off to a great start. And we are in the final phases of the separation of DuPont and Corteva. We have finalized all the board seats for both Dow and DuPont and have one remaining spot to fill for Corteva. Their respective boards provide them with a strong and diverse set of members that will ensure a continued dedication to driving high returns. Over the next few weeks we intend to complete the final milestones leading up to the June 1 separation, including filing the final Form-10 for Corteva and holding a shareholder meeting to approve a reverse split of DowDuPont shares. Additionally, we completed the 3 billion share buyback program against [ph] total share buyback under DowDuPont to $7 billion. I am truly amazed when I think back on what has been accomplished and the value that stance to be created from these leading organizations. Each one has demonstrated a shareholder value mindset, I couldn't be more excited about the future of these three companies and I look forward to their ability to continue to deliver against their commitments and drive shareholder returns. Moving to Slide 3, I'll now touch on the first quarter results and my view of the macro environment before turning it over to Mark to discuss the results for new DuPont. For a total DowDuPont we delivered revenue of $19.6 billion, down 9% versus prior year and adjusted EPS of $0.84, a year-over-year decline of 25% driven primarily by margin pressure in the Dow business, weather related impacts in Corteva and the effects of slowing auto and smartphone markets in DuPont, which more than offset the benefits of cost synergies and pricing strength in DuPont and Corteva. We continued to have confidence that the global economy will grow in 2019, albeit at a slower pace than 2018. Regionally we continue to keep an eye on all markets, but are keeping a closer watch on China and Europe. China has started to simulate which should help increase their consumer spending and spur the recovery expected in the second half in addition to unexpected tariff resolution. We are also encouraged by the increase in consumer lending. Additionally, the large export market from Europe into China any green shoot should induce favorable economic activity in Europe. In agriculture, we expect to overcome the weather-related effects of reduced planted acres, acreage [ph] shift and continued delays in the start of the planting season through our focus and higher sales of new and high-value products, accelerated cost synergy delivery and continuous productivity efforts. Each new company will be benchmarking against best-in-class peers. After working closely with these teams over the past three years, I am confident you can expect them to manage aggressively to deliver against those targets. With that, I'll now turn it over to Marc.
Marc Doyle:
Thanks, Ed. Turning to Slide 4. Heading into the quarter, we spoke about the weakness we were seeing in about 25% of our portfolio, primarily encompassing our auto and smartphone businesses. In general these markets performed as we expected. The rest of our portfolio in total was also aligned with expectations, with stronger results in our industrial businesses, within safety construction, offsetting weakness in North America energy markets, negatively impacting our Industrial Biosciences business. All-in, I'm pleased with how the businesses are navigating in this period of soft demand and inventory destocking in a few of our end markets with a commitment to staying focused on the levers within our control, specifically price, aggressive cost management, as well as plant productivity actions which are starting to show up in our results. Our emphasis on value-added innovation supported continued disciplined pricing actions. Together with our diverse portfolio this enabled us to meet our sales commitment for the quarter and exceed our expectations on earnings, driving a 3% increase in the quarter excluding currency. We continue to deliver on our synergy plans to enable sustained earnings growth and strong operating leverage. As anticipated, we did see raw material and freight cost headwinds in the quarter, primarily from escalation in 2018 which we were mostly able to offset with pricing gains. These actions enabled us to expand gross margins by 20 basis points and operating EBITDA margins by 90 basis points bringing our operating EBITDA margin to 30% for the quarter. Turning now to the segments on Slide 5. Let me begin with Electronics & Imaging. Organic sales declined 6% driven primarily by soft smartphone demand and destocking which impacted both Interconnect solutions and Semiconductor Technologies and by lower sales in photovoltaics. In total, smartphones comprise approximately 25% of E&I sales and while we sell to all smartphone providers our portfolio is more exposed to premium models which are anticipated to have declined in the high teens for the quarter. We continue to expect a rebound in the second half, driven by the seasonal introduction of new models with upgraded features and offerings, including higher penetration of OLED [ph] screens and initial models with 5G capability both benefiting our sales. We anticipate lapping the PV weakness this quarter, resulting from the May 2018 reduction of China FIT incentives. Photovoltaic sales comprised approximately 15% of the segment. A bright spot in the portfolio continues to be Display Technologies, which again posted double-digit volume growth, driven by strong demand in China for OLED materials. Operating EBITDA for the segment decreased 3% from the year-ago period as a gain on an asset sale and cost synergies were more than offset by lower volumes, higher raw material and freight cost and lower equity affiliate income. Moving to Nutrition & Biosciences. Organic sales were flat as a 2% gain in local price was offset by volume declines of 2% Our Nutrition & Health business continues to perform well with organic growth in line with our medium-term expectations of 3% to 5%. This portfolio of businesses in the food and beverage, health and pharma end markets addresses several strong megatrends, including healthy living, as well as a growing and aging population. Our probiotics expansion is complete with the additional capacity now online which will support the double-digit probiotics growth we expect for the year. Demand for our Industrial Biosciences products was down in the quarter, primarily driven by a challenging North America energy market impacting both bioethanol enzyme sales and microbial control which comprise approximately 25% of IB sales. Operating EBITDA for the segment was down 7% versus prior year, as cost synergies higher local price and increased volume in N&H was more than offset by lower IB volumes, higher raw material costs and currency headwinds. Within Transportation & Advanced Polymers organic sales were down 2% from the year-ago period with growth in the U.S. and Canada and EMEA being more than offset by declines in Asia-Pacific, primarily in China. We continue to feel the effects of lower auto builds and inventory destocking and expect a similar environment in 2Q. Beyond automotive, segment sales were also impacted by weakness in the electronic space, which accounts for nearly 20% of T&APs revenue. Despite our expectations of sequential flat volumes in 2Q, we anticipate a stronger recovery will take place in the second half of the year. Lower inventory levels and an unexpected tariff resolution compared with China stimulus packages are potential catalyst to reignite growth. Looking ahead, we continue to be excited about the longer-term growth opportunity from light weighting and the electrification of vehicles and our portfolio is well-positioned to deliver the second half growth as markets recover. I continue to be very pleased with the pricing strength in our T&AP portfolio which has enabled us to minimize the earnings impact of the market driven volume declines we have been experiencing. Local price increased 7% and improved in all regions led by Asia-Pacific and EMEA. Operating EBITDA for the segment was down 5% as higher local price and cost synergies were more than offset by lower volumes, higher raw material costs and currency headwinds. Safety & Construction organic sales for the quarter increased 8% driven equally by local price gains and higher volumes on broad-based demand. Volume gains of 4% were driven by continued strength across industrial, life and personal protection and medical end markets. These gains resulted in stronger growth in the water solutions business, Tyvek protective garments and Kevlar high-strength materials which more than offset continued softness in North America residential construction demand. Volume increased in all regions. This was the fourth consecutive quarter of mid to upper single digit organic growth for the business. Over the same period the Safety & Construction segment has improved operating EBITDA margins nearly 400 basis points, driven by strong volume and price growth on the top line, synergy delivery, manufacturing productivity, as well as portfolio actions which alone have lifted the operating EBITDA margins of the segment by nearly 100 basis points. Operating EBITDA for the segment was up 16% from the year-ago period, as cost synergies, higher local price and increased volumes more than offset raw material and currency headwinds. Moving to Slide 6, we have been very transparent about our intent to divest about 10% of our current portfolio and have made great progress already on that front. This aspect of our commitment to aggressive portfolio management allows us to remain focused on aligning our portfolio with attractive high-growth market opportunities. Consistent with this, today we are announcing the creation of a new external non-core reporting segment which will include the following businesses, photovoltaics and advanced materials, including the Hemlock joint venture; clean technologies; biomaterials; the DuPont Teijin films joint venture; and sustainable solutions. As you may recall, sustainable solutions and Teijin films were previously identified for sale. We will consider the full range of strategic options for these businesses with the best interest of shareholders and key stakeholders in mind. We're confident that this new structure will enable us to intensify the impact of our innovation of growth, while also bringing more visibility to the underlying performance of our core businesses. This new segment accounts for about $2 billion of revenue and $0.5 billion of operating EBITDA in 2019. For financial reporting purposes, the new segment will be effective as of Q2, 2019 and pro forma financial information will be available in June. Turning to Slide 7. Earlier Ed provided a perspective on our view of macroeconomic conditions for the balance of the year. Let me give some additional color on what that means for our second quarter and full year guidance. For the coming quarter, we expect market conditions to be consistent with what we saw in the first quarter. However, we have now started to lap the price increases we have been driving in T&AP and therefore don't expect a favorable pricing year-over-year in that segment. For Specialty products in the quarter, we expect net sales and operating EBITDA each to be down mid-single-digit and low single-digit, excluding currency and portfolio impacts, a results similar to the first quarter if you exclude the assets sale within the E&I segment. When we entered the year we expected the impacts of inventory destocking in the auto build [ph] and smartphone markets to play out over the first half. Given this dynamic and our commitment to delivering strong earnings leverage on sales, we've taken an aggressive stance to controlling our spending. This enabled stronger operating EBITDA performance, as compared to our top line results in the first quarter, we expect the same for the second quarter. This internal commitment to cost control would set us up well when our end markets rebound. Turning to the second half. Third-party market data for auto builds and smartphone sales continues to point to a rebound, resulting in global auto build growth of 4% and global smartphone shipments of up 2%. We believe we're well-positioned to capitalize on this recovery and today we’re confirming our full year guidance of up 2% to 3% for organic top line growth and up 3% to 5% for adjusted operating EBITDA. In the appendix we're providing segment-level sales and operating EBITDA guidance. It's important to note that this guidance is on an as is division level reporting basis and does not reflect our standalone reporting structure, including the new non-core segment or the additional costs that we intend to include in the segments as a stand-alone company. We'll provide more details of our 2019 standalone guidance in June shortly after the separation of Corteva. With that, I'll turn it over to Jim.
Jim Collins:
Thanks, Marc. Turning to Slide 8. Net sales decreased 11% as lower volume and unfavorable currency more than offset local price improvement. First quarter volumes was impacted by severe weather-related conditions and significant growing regions in the United States. March flooding in the Midwestern U.S and generally cool wet conditions in the region overall disrupted farming operations, delaying USC deliveries in the second quarter and preventing early-season crop protection applications. Daily USC deliveries for late March into April are illustrated in the chart in the bottom right-hand corner. As we reported in the April 18th announcement, less than 50% of the planned seed deliveries in the last five days of the quarter occurred, resulting in a greater than anticipated weather impact on the first quarter performance. Now this chart also shows that US corn seed deliveries are now back on track with the 2018 pace and remember our business model of direct delivery to farmers means we recognize most of our revenue when we deliver to the grower, not when shipped to a retailer or distributor like our competitors. Operating EBITDA decreased 25% for the quarter driven by the weather-related volume declines, higher input costs and currency headwinds which more than offset cost synergies. So turning to Slide 9. You can clearly see the effect of weather on the US Corn Belt. However, you can also see that we are driving growth elsewhere. Our teams in Europe Middle East and Africa delivered organic growth of 8% showing growth in both crop protection and seeds. Crop protection new products, such as Zorvec fungicides, Arylex herbicides are being well received by farmers in the region, coupled with strong growth in other insecticides such as the spinosyns and isoclast. Our seed business also drove strong corn volumes across the region. Latin America delivered organic growth of 7%, led by crop protection. Seed volumes in Latin America were lower due to their early start to the safrinha season moving seed sales from the first quarter of 2019 into the fourth quarter of 2018. However, we are seeing our market share grow as a result of the introduction of our new Brevant seed brand into the retail channel, as well as the growth in our direct channel. Crop protection in Latin America delivered growth of 12% and organic growth of 23%, led by insecticides. Asia-Pacific delivered organic growth of 14%. Strong growth in seed was coupled with crop protection solutions, insecticides like spinosyns and pyraxalt. Warm weather also enabled seed growth with strong corn sales in Asia-Pacific in the first quarter. Now outside of the Corn Belt within the United States, we continue to expect growth. For example, we executed a change in route to market in the Pacific Northwest from just retail and distribution to add our direct-to-farmer model. This shifted seed deliveries into the second quarter, but we expect to drive overall volume growth for the half. Our brand rationalization implementation is also on plan with customer retention rates higher than we anticipated. With a more focused brand approach throughout the U.S, we are poised for growth. We expect much of the first quarter volumes to shift into the second quarter. The USDA planted area expectations indicate that corn will be up 4%. However, this estimate preceded the most significant weather events and we could see some reductions. Our guidance also accounts for an expected compressed planting window, so there is a risk that that acreage will shift into a less profitable crops, including short-term maturity corn. Turning to Slide 10. These challenges will result in a lower first half, but our operating EBITDA guidance 3% to 5% lower in the same period last year. However, with solid growth in the other areas of the United States, as well as Canada, coupled with the growth we are seeing in Europe, Latin America and Asia-Pacific, we expect to exceed our original expectations for sales in the second half. In addition, we are accelerating synergies and have taken incremental productivity actions to reduce costs. This gives me confidence to maintain our full year guidance of about $2.8 billion. We are delivering on everything we can control and anticipating and reacting quickly to market conditions outside of our control. We continue to execute on our plan to create shareholder value. We will continue to talk more about our plan, including instilling a culture of continuous productivity, continuing to drive towards a best-in-class cost structure. Our proof points that our strategy is working include, first, we are delivering innovative market-driven solutions, proven by strong demand for our insecticides in Asia-Pacific and execution of our Enlist licensing agreements. Next we are delivering above market growth as illustrated by our market share gains in corn in Latin America. And third, we are delivering above market growth through our unique routes to market, delivering our innovative solutions through expanded unique channels with our Pioneer brand, as well as our new Brevant brand. I can feel the excitement in our team to launch Corteva Agriscience on June 1, a pure play independent Ag company. Corteva is well positioned to drive above market growth through its industry-leading product pipeline and its rigorous approach to innovation and operating discipline. So I'll now turn it over to Megan to open up the Q& A.
Megan Brit:
Thank you, Jim. With that, let's move on to your questions. First I would like to remind you that our forward-looking statements apply to our prepared remarks and the following Q&A. Operator, please provide the Q&A instructions.
Operator:
Thank you. [Operator Instructions] Our first question is from Vincent Andrews with Morgan Stanley.
Vincent Andrews:
Thank you. And good morning, everyone. Ed or Marc, could you clarify within DuPont what your expectations are in the second half in terms of a tariff resolution and how reliant your forecast is on the timing of that, as well as improvement in the Chinese economy spilling over into improvement in the EU economy? Just some fence post around what's in the back half number, so that we can follow along would be helpful.
Edward Breen:
Vincent, probably just a few points. So things that we've been watching, tariff obviously would be nice to resolve that which would play out very nicely over the next few years for us in China because I'm a big believer that consumer confidence will sit pretty bad by that issue. That was one of the issues. But we've been tracking the areas that we were weak in our portfolio was smartphones and auto builds mainly China related which is about 20% of the portfolio. And we've been tracking the inventory levels very closely through the OEMs in all China and we see a pretty drastic drop in inventory levels in China, almost back to normal levels, not quite yet, but almost there. So we've been going through this destocking phase and we’re seeing that normalized to where it should be. So I think that will play out still through the second quarter. We’ll still be kind of flat. We should as we're exiting the second quarter, I would think by what we're seeing from an inventory standpoint that will pick up. And by the way, I don’t look at all third parties and believe the data, but it looks like auto builds will grow in the second half globally with that and smartphones will grow a couple of percent. Also the interesting thing when you look at our European numbers, just to give you another data point, the weakness that we have in Europe is almost all related to the weakness in China So as China improves, I think our numbers specifically in Germany all because [ph] of orders and all that will also improve. So that's the data points we're looking at. If tariffs revolve I think consumer confidence builds. But you know, look the other things in China I think are importantly, the [indiscernible] some lending standards over the last few months. That looks like there might be a stimulus just related to auto that is coming along in the near future. And obviously there's been a lot of stimulus beside the lending standards spin. So I think a lot of things have happened, we’re going to start to see it in the second half of the year and we’ll get some recovery there. And by the way just to give your perspective 75% of our portfolio is just running along just like it has the last few years. All the industrial businesses performed well, you can see it in our SEC numbers. Nutrition and health performing exactly where we thought it would. So it's really this isolate issue to China and the green shoots look like they're now - their tariffs would certainly help that.
Vincent Andrews:
And Jim if I could ask you on African swine flu, maybe its too early for there to be material impact, but how do you see that playing out for Corteva over the coming quarters and next year?
Jim Collins:
Yes. Great, Vincent. We are watching that very, very closely. In addition to some of the trade issues you were asking that about clearly you know, the slower green [ph] and anything that affects demand for that green would put downward pressure on commodity prices. So anything that will cause this glut of soybeans to take may be more than one or two years to accelerate will kind of – will pull back on soy prices. For us, you know, we'll watch it. We'll see whether it will have an effect on corn prices. And longer term 2020 plus it could be a little bit positive for us as we see some acreage shift out of soy and move back towards corn. Yes, we're watching that. I think for the US corn producer, you're already seeing a response in hog prices as global demand for hog shipments, meat shipments is going up and that could help at farm level, lot of the groomers we deal with are integrated growers, they are producing corn and beans, they have either whole hog or cattle operations. And so anything that could help that farm income would be a positive for the US grower and we don't see much of an impact in China as lot of the feed for those animals is imported from either Latin America or the US.
Vincent Andrews:
Thanks so much.
Operator:
Our next question comes from - with JPMorgan, Jeff Zekauskas.
Jeff Zekauskas:
Thanks very much. The specialty products company will be a new company in June and you've got four primary segments. So if you had acquisitions that were equally attractive, but you could only do one, you know, in which division would you do it? That is what's the essence of specialty products or which two divisions are the essence of it, and which ones are more peripheral?
Marc Doyle:
Yeah. Hi, Jeff. It's Marc. I'll take that one and Ed can follow on. For us with respect to M&A, I mean, we’ve said that we want to be real and cautious with respect to ROIC and we’re looking for at most sort of bolt-on strategic acquisitions. So it's really about the strategic connection to the growth themes that are – that really kind of across our portfolio, you know, spaces like microbiome and probiotics, automotive, electrification, those types of heavy growth, sort of secular growth areas would be where we’d be looking for bolt-on capabilities. It's not so much one or the other of the reporting segment that we tend to follow on. But I'd say the bottom line is, we’re looking to be - making really good investment decisions with respect to our cash. And so it would have to be a - of really nice a deal in terms of strategic fit and financial returns for us to jump.
Edward Breen:
I mean, the only thing I would add to that and Marc, we're looking where is the secular growth trends as Marc said and we're looking at that more than we are, which business it would be – the only one, the higher growth area. But what I would add, with Marc and I and Jean and the team, they’re really looking at is when we do an acquisition, we really want the returns to work on the cost synergies, we would get on the deal even though we're strategically buying it for the growth of secular opportunity. And the growth part that would be our – truly upside to the modelling, we would do when we present it to our Board of Directors. So I'm a big believer, make the numbers work on cost synergy totally within our control and we get the upside by doing the right thing strategically one the growth side.
Operator:
[Operator Instructions] We'll move to our next caller, David Begleiter with Deutsche Bank.
David Begleiter:
Thank you. Good morning. Ed of the non-core segment, what is the time line for realizing this – the value of these businesses and how would you expect to use the proceeds from any asset sales that might occur here?
Edward Breen:
So I’d say – look, I’ll make a couple of points on it. Number one, we’re not in any buy or sale mode here. We're going to take our time. We're going to do the right thing for our shareholders. These are good assets. I would say if I just gave you one word the way I feel about it, they are more volatile assets that I would want in our portfolio. So Marc and the team have really gone through that. That's not the only reason, by the way, but they are really volatile. But they are great businesses for someone to own. So we want to get the right price out of them. I hope we make a lot of progress over the next year, but I would give you on example, its not totally clean to just do it all right away and one of them would be the Hemlock JV, to give you an example because we have partners there. So we got to work our way through some interesting issues there. But we will move expeditiously, but get the price and make sure we take our thoughts and nothing has to happen overnight. But I would, what’s to key to it is, these businesses were going to actually have more focus on them because we put a very senior talented gentlemen John Kemp inn charge [ph] of them, with the right finance leaders and all, that really focused on driving up the returns of this businesses during this interim period. So I'm really happy we’ve got that focus in these businesses.
Megan Brit:
And I guess in terms of proceeds, I would say we would really be in line with our financial policy. So we've talked about that beware, we're going to fund the internal investment. We'll do bolt-on M&A where it makes sense and otherwise we're going to return cash to shareholders.
Edward Breen:
Yeah. We're not going to sit on cash for long periods of time if we have it.
Operator:
Our next question comes from Steve Byrne with Bank of America.
Steve Byrne:
Hi. thank you. Just what was a 2018 EBITDA of that $2 billion of sales is now in non-core and perhaps Marc you could comment on whether you're seeing any traction yet on the revenue side or market share side in your segments from having a much more diverse product portfolio now than you had as a legacy DuPont platform?
Marc Doyle:
Yeah. Thanks, Steve. Just answer the question on the earnings. It was about 700 round about last year and the delta there's really the Hemlock equity earnings and the big settlement that we had last year in the Hemlock JV. And so that's where we get to about 500 this year. In terms of traction on the revenue side, we are continuing to drive the growth synergies that we talked about a couple of times now across the portfolio. And you know, I said it's a little early to quantify it. But you know, I do think it's making a material difference. You know, we ran into the downturn here in the automotive and electronics markets and I think we mitigated a lot of that because as I said earlier the rest of the portfolio has continued to perform well. And so versus maybe previous market downturns I think we're managing the cycles a little bit better now, but hopefully we'll tell you a little bit more about some of the areas of new growth as we go forward.
Edward Breen:
I think also you know, Steve just to Mac's point, we're very focused on the things we can control in the P&L and I think this quarter with you know, basically zero organic growth, you know, we had plus the real price, minus on three [ph] on volumes, so we kind of came out with zero organic. We had the leverage we wanted through the P&L and our gross margins were up 20 basis points, our EBITDA margins were up 90 basis points. So I think as a management team they did a nice job performing in a little bit of a tougher revenue environment which we know we're going to come out of here in another quarter.
Operator:
And from Bernstein we'll hear from Jonas Oxgaard.
Jonas Oxgaard:
Morning, guys.
Edward Breen:
Good morning, Jonas.
Jonas Oxgaard:
So in Q4 earnings you guided to specialty earnings down mid single digits, sorry – mid single percent, and now you have flat. So my math says that's about a $50 million improvement of what you used to think. Most of your - most of the other companies in the space have reported that the quarter seem to improve in March, which seems to fit with your experience here. But you're leaving the annual guidance unchanged and second guidance as well, same as first. So how should I - how should align these two. It feels like opposite statements?
Edward Breen:
Well, Jonas, let me just high level. I mean, we beat the number that we guided to by literally $25 million, I think you guys on average we're a little - the gap was a little bit bigger $70 million, 80 million or somewhere in that zip code and it's on a $6 dollar base. So there's no reason for us to change anything at this point time. We feel like we had a solid quarter again relative to the revenue softness that we had and you know we'll see how we perform through the second quarter. We did guide flat. And you know we're expecting to see signs as we go through the second quarter that we'll start to see some orders from a smartphone side and on the auto side start to pick up that help us in the third and fourth quarter. Again, we're tracking inventory levels. We're watching all of that. So I mean, I hate to say this, to me it's a rounding error at this point in time and I wouldn't change the guidance that we gave for the year.
Operator:
Next we'll hear from Christopher Parkinson with Credit Suisse.
Christopher Parkinson:
Thank you. So just as attention to Jeff’s question, what are the two to three of their primary platforms you plan to organically invest in. Just - can you just re-brief us on the key seculars teams that you find particularly attractive. And then obviously you've already added you provide capacity in some of the subcomponents of an N&H - excuse me, but what are the other key opportunities which fit your future targeted profile in these businesses? Thanks.
Marc Doyle:
Yeah. Its Mark. I'll take that Chris. I mean, there's a couple of big themes, the big themes are as you said sort of probiotics, microbiome we've talked about pretty well in terms of the investments we've made there and we're looking at both capital investments, significant R&D investments. We announced the partnership with Lonza [ph] around the HMO space, which is a pre biotic. We're continuing to make some - some minority equity investments in start-ups. We've got some university partnerships. We talked about last quarter. So lot of activity around that whole space. Auto electrification, I'd say the broader space is smart, everything's smart homes. You know as an example smart cities, industrial electrification is a big area which connects a couple of our industrial businesses. In fact, it kind of connects T&AP with E&I with S&C and we're making there both capital investments in products. We announced this past quarter an investment in Capton [ph] capacity which is playing into 5G, which is the connectivity space and we're making a significant R&D investment. We announced the opening of another innovation center last quarter too in that space. And then the only other area I'd mentioned is we do like the medical devices, health care space and it's smaller for us in terms of the total revenue impact. You know, if you think of probiotics, microbiome as several $100 million and if you think of the auto electrification as closing in on a $1 billion, Health and Medical is less than $0.5 billion. But we see that as an attractive space. Maybe one more thing I'll mention also is, is our water segment which is reverse osmosis membranes and IN [ph] exchange resins and micro filtration and that segment was up about mid teens. Here in the first quarter, we've made a number of incremental capacity expansions there. And so we're doubling down there on our production capability around the world. We had opened up the new RO facility in Saudi Arabia and Sudara [ph] last year and we're seeing really good long term growth dynamics in the whole water sort of environmental clean up space. So those are some of the biggest themes.
Operator:
Next from Citi we'll hear from P.J. Juvekar.
P.J. Juvekar:
Yes, hi. Good morning.
Marc Doyle:
Morning, P.J.
P.J. Juvekar:
You know, your seed pricing was flat in the US and it was up everywhere else and that was better than last couple of years when your competitors were going for market share. So can you tell us what has happened to sort of the competitive dynamic on price versus volume in seeds? Thank you.
Marc Doyle:
Thanks, P.J. So you're right focusing that pricing first on North America and particularly the US. You know I just really started with just a tough farm environment. We've talked low net farm income. And you know we're out pricing our products for the value that they deliver but we're also responsive to the market environment that we're out there pricing into. So we went out with kind of a flat pricing card. And you know, as always in any competitive market, you know, there's lots of challenges and it's a lot of competition out there. But we feel good about where we're sitting right now today and that's kind of showing up in our in our results. Now, we see a mix effect as our new products really do drive a higher mix where we are pricing for that extra yield and sharing some of that back with the grower. At the same time you do have these competitive challenges. You highlighted the rest of the world in places like Latin America and Asia. We've done a real nice job of pricing out ahead of the currency effects that we see in those markets. So we essentially covered currency in Asia and we about covered it in Latin America. So I felt good about the way the teams are executing there. The euro was just such a huge drag. We weren't really able to catch that at this point because a lot of the other competitors are pricing the local currency there as well. But you know, you step back from that. We feel good about share in all of these markets. And so yeah, I think you'd call it - you'd call it pretty well, it's pretty isolated, flattish in North America. It's mostly seed and it's related to the market that we're operating in.
Operator:
And our next question comes from Frank Mitch with Fermium Research.
Frank Mitch:
Hey, good morning folks. Mr. Collins, long time no see.
Jim Collins:
Hey, Frank.
Frank Mitch:
As I look at - I like the slide number eight, you know, and you show us how the corn seeds are tracking right on top of 2018 for 2Q. And if I look at your first half guidance you know, there is an expectation that sales and EBITDA are going to grow kind of mid single digits, maybe even a little bit better on the EBITDA side. So corn seed is kind of in line with 2018. How should we think about the drivers to get to increase year-over-year for Corteva?
Jim Collins:
Yeah. Frank, thanks. So you're right is we're kind of projecting out through the full year that - that second half already had a pretty strong plan. You know, we had about $200 million of greater than $200 million of EBITDA growth already baked into that plan, that's that new product pipeline that we've been talking about. But also the synergy flow through and you know, things like Arylex, Cereal [ph] herbicides had a great start globally. Azaria and Asian Soy Rust in Brazil and Zorvec fungicides both continue to just be stellar. And then as was now really beginning to see the effects of both Isoclast on the insecticides and [indiscernible] on C treatment. So as we think about now that new view of the second half, the new guidance really only adds about $80 million of additional EBITDA and that's partly due to this pipeline again coming in even better than we had in the original plan. And that's a couple of additional star players RIN score [ph] in rice which is a heavy second half Asia-Pacific piece and Pyraxalt, which is brown planthopper product that we've been talking about. It's really showing now nice growth ahead of the plan and that's a very Asia Pacific rice oriented product. And then we're seeing some pricing opportunities. We have a few products that are incredibly high demand and really you know we're having trouble supplying all the demand for those. So we're taking a fresh look at the pricing there for the value that we're delivering. And then you know, some of our synergies that we've been really looking at, finding a way to accelerate those synergies out of 2020 into the second half of 2019. And that's helping contribute to that upside in EBITDA. And then finally, I'll just say look, you know in these market environments we're always looking for ways to take additional productivity actions and kind of just tighten up the ship in light of the markets, that our customers are operating in and just be right with that. So if you add all those things together, I'm actually quite - I feel really good about the plan that we've laid out to add this additional and close that gap and be able to confirm you know about the $2.8 billion full year that we're talking about.
Operator:
We’ll take our final question from John Roberts with UBS.
John Roberts:
Thank you. Back on the Hemlock Semiconductor JV, do you expect any one time income later in 2019. And does the JV have any put called divorce clauses to allow you to either buy out your partners or force them to buy you out if they won't sell?
Marc Doyle:
Well, this is Marc. Let me take the first one. Yeah, we do expect another one timer and we've got a built into the full year outlook. Not exactly sure at this point when it will land, but it will be in the second half. And then in terms of the causes around the JV definitive agreement, we're going to have to get back to you on that one.
Lori Koch:
Okay. With that, I think we're going to end. Thank you everyone for joining our call. We appreciate your interest in DowDuPont. For your reference a copy of our transcript will be posted on DowDuPont’s website. This concludes our call.
Operator:
And this concludes today's conference. Thank you for your participation. You may now disconnect.
Operator:
Good day and welcome to DowDuPont’s Fourth Quarter 2018 Earnings Call. [Operator Instructions] Also, today’s call is being recorded. I would now like to turn the call over to Mr. Jen Driscoll, VP of Investor Relations. Please go ahead, ma'am.
Jen Driscoll:
Thank you, Rochelle. Good morning, everyone. Thank you for joining us for DowDuPont’s fourth quarter 2018 earnings conference call. We're making this call available to investors and media via webcast. We've prepared slides to supplement our comments during this conference call. These slides are posted on the Investor Relations section of DowDuPont’s website, and through the link to our webcast. Speaking on the call today are Ed Breen, Chief Executive Officer; Howard Ungerleider, Chief Financial Officer; Jim Fitterling, Jim Collins and Marc Doyle, who are Chief Operating Officers for DowDuPont’s Material Science, Agriculture and Specialty divisions, respectively; and Lori Koch and Neal Sheorey, who will lead IR for the new DuPont and new Dow, respectively. Please read the forward-looking statement disclaimer contained in the earnings news release and slides. During our call, we'll make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainties, our actual performance and results may differ materially from our forward-looking statements. Our Form 10-K and each of Dow’s and DuPont’s Forms 10-Ks as well as Dow’s and Corteva’s Forms 10s and DowDuPont prospective supplement filed on November 16 of 2018, include detailed discussions of principal risks and uncertainties, which may cause such differences. Also, we'll comment on segment results on a divisional basis, so please take note of the divisional disclaimer in our earnings release and slides. Unless otherwise specified, all historical financial measures presented today for the full year 2018 are on a pro forma basis and all financials, where applicable, exclude significant items. We'll also refer to non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure and other associated disclosures are contained in our earnings release and on our website. With that, I'll turn the call over to Ed.
Edward Breen:
Thanks, Jen, and thanks, everyone, for joining us. Today we reported fourth quarter and full year results for 2018. And as we’ll discuss on this call it was a good year on all counts, as we delivered innovative solutions to customers, exceeded our cost synergy target and at the same time prepared to stand up three industry-leading world-class companies. In terms of our over-arching performance for the full year, we grew adjusted EPS 21% on a pro forma basis to $4.11. We delivered a net sales increase of 8% with price improvement in all regions and volume growth in most regions. We also increased operating EBITDA 13%. In two months, we plan to separate the new Dow followed shortly thereafter by the separation of Corteva from new DuPont. We made significant progress this year towards these important milestones and I'd like to thank the team for all their hard work to make this happen. Now, let me recap the high points of the year we concluded. First, we delivered on the earnings objective we set for ourselves, strengthened by well executed capacity additions and many new product launches, leading to overall local price improvement for each of the divisions and volume growth across the majority of our segments. Second, we upped our cost synergy target to $3.6 billion, 20% higher than our initial target and we have delivered more than $1.8 billion in savings since merger closed. Third, after completing our initial $4 billion share buyback program, we announced the new $3 billion share repurchase authorization and completed $1.4 billion of that in the fourth quarter. We have returned nearly $10 billion to shareholders since the merger closed and intend to complete another $1.6 billion share repurchase by the end of the quarter. And finally, we announced the future Boards including many new Directors. Across each Board, our Directors bring strong and highly relevant experience, insights, and key expertise to help our companies launch, grow, and deliver for all stakeholders. We also announced the three CEOs; each one is a talented leader with deep knowledge of their industry, has a track record of delivering value, and is highly focused on increasing shareholder returns. They also have great team supporting them; successful, dedicated operators who know their respective businesses and end markets extremely well. As a result of the process we have been through in creating them, we are confident that each company will be well-positioned in its markets with appropriate capital structures and plans to invest capital and R&D in ways that will drive significant shareholder value creation now and into the future. I couldn't be more excited about where each one is headed. Howard will go over our fourth quarter results in more detail, so I'll point out a couple of things that we're keeping an eye on. We saw some short-term softening in the fourth quarter including a steady drop in the price of oil and destocking in a few of our value chains that went beyond normal seasonality. Even in this environment, we were able to offset the headwinds to deliver flat sales year-over-year, which included 1% volume growth. We also delivered year-over-year adjusted EPS growth because of unique levers in our control such as cost synergies, new capacity additions, and product innovations. We believe our market share held up well, our execution was good, and our new products are resonating with customers. As we look at 2019, we are confident that the global economy will grow. However, there was more uncertainty than usual over the precise rate of growth we expect. We anticipate China to continue to grow this year, albeit at a slower pace along with slowing activity in Europe. We expect modest growth in most other regions. Let me provide some context to our expectations starting with Materials Science. We have consistently been forecasting a period of margin compression in both the Polyurethanes and polyethylene chains due to capacity additions across the industry. These dynamics have turned out largely as we expected and Jim Fitterling will go into more detail about the trends we saw in the fourth quarter and start to the year. For Specialty Products, we see benefits in 2019 from global economic growth and from a highly differentiated market positions, as Marc Doyle will explain. And in Agriculture, we expect to realize first-hit benefits from cost synergies and new products, offset by currency and higher unit cost as Jim Collins will outline. With that, let me turn it over to Howard.
Howard Ungerleider:
Thanks, Ed. Moving to slide 3 and a summary of our fourth quarter results, we closed the year with a solid financial performance for DowDuPont, utilizing the levers in our control to offset all of the margin compression we experienced in the quarter. We delivered earnings per share of $0.88, a 6% increase year-over-year. Earnings drivers in the quarter included cost synergies and local price gains. Our operating tax rate was also a tailwind of $0.02 per share; EBITDA was flat at $3.9 billion as these earnings tailwinds were offset by margin compression in Materials Science, lower equity earnings and a currency impact of 2% on sales or $0.03 per share. Volume grew 1% with gains in Industrial Intermediates & Infrastructure, Nutrition & Health, Safety & Construction, and Ag. From a regional perspective, we achieved high single-digit volume growth in Asia-Pacific and Latin America which more than offset declines in the U.S. and Canada and EMEA. Local price also rose 1% with gains in Transportation & Advanced Polymers, Safety & Construction, Performance Materials & Coatings and Ag. Currency was a 2% headwind. We continue to exceed our cost synergy commitments with more than $500 million of savings achieved in the quarter. This brings our year-over-year cost synergy savings to $1.6 billion for 2018 above our increased target of $1.5 billion. Cash flow from operations in the quarter was $5.1 billion, up from $1.8 billion in the year ago period. On an apples-to-apples basis after adjusting for the accounting and presentation change for the AR securitization program, our cash flow from operations increased year-over-year by $900 million. And we returned $2.3 billion of cash to our owners, which included 1.4 billion of share repurchases. Looking at our full year DowDuPont delivered strong financial and operational performance as evidenced by several metrics. We achieved solid top and bottom line growth. We outperformed on every one of our increased synergy savings and run rate targets. We generated $4.7 billion of cash from operations, which included discretionary pension contributions of more than $2 billion. We finalized the capital structures for each intended company achieving the targeted credit ratings for each; and we successfully completed debt offerings for new DuPont and new Dow of $12.7 billion and $2 billion respectively We also completed a tender for $4.4 billion of heritage DuPont's debt as part of establishing Corteva's capital structure. And we made significant capital returns to shareholders which from merger close to the end of the fourth quarter totaled nearly $10 billion. Summing it up, the DowDuPont team responded to and offset the headwinds we faced staying focused on executing our new capacity start-ups and our product launches and advancing activities and our key milestones towards spin. Turning to our modeling guidance on slide 4. At the macro level, we continue to monitor macroeconomic and geopolitical developments, including ongoing trade negotiations and the pace of economic activity in China. In this environment, we remain focused on the actions in our control including capitalizing on our growth investments, capturing cost synergy savings, delivering productivity actions and advancing on our spin milestones. We expect first quarter net sales to be in the range of $20 billion to $20.5 billion. Operating EBITDA is expected to be in the range of $4.2 billion to $4.4 billion. Additionally, net interest expense is expected to be up more than $100 million as a result of the new debt we took on in the fourth quarter to implement our capital structures and prepare for spin. And we also see currency headwinds year-over-year, which will impact EBITDA in the range of $150 million to $200 million. In the Agriculture division, first half sales are expected to be down low single-digits percent and we see operating EBITDA flat. Excluding currency sales are expected to be up low single digits percent. It's always difficult to call the sales split between the first and the second quarter, and farmers are still finalizing their planting decisions. First quarter sales are expected to be down low-single-digits percent, but up low single-digit percent excluding currency. Operating EBITDA is expected to be down low-single-digits percent of synergy delivery and organic growth from new product sales are more than offset by currency pressures and increased input costs. In the Materials Science division, we expect continued strong consumer demand though at a moderately slower pace than in 2018. We expect operating EBITDA to be down low-20% as volume growth, cost synergies and the benefit from the completion of our U.S. Gulf Coast investments will be more than offset by lower chain margins spreads that will continue into the first quarter, due to the averaging effect particularly on our polyethylene and isocyanates chains. The division is acting quickly on a series of actions to offset as much of these headwinds as possible, including cost and productivity actions, capitalizing on new capacity additions, and driving pricing improvements. As a result of all of these actions, division expects margins to stabilize and then improve as it moves into the middle of the year. The Specialty Products division expects gains in local price across most segments to be more than offset by currency, a portfolio headwind and softer volumes resulting in low single-digit percent declines for the quarter. We expect organic revenue growth to be roughly flat with prior year. We expect operating EBITDA to be down low single digits percent from raw material and currency headwinds as well as softer volumes more than offsetting cost synergies and strength in local price. Excluding currency and portfolio we expect operating EBITDA to be slightly up. More comments on our segment expectations for the first quarter can be found on the appendix. And with that, I'll turn it over to Jim Fitterling to discuss the Materials Science Division's fourth quarter and full year results.
Jim Fitterling:
Thanks, Howard. Moving to slide 5. Materials Science delivered solid results to close out the year despite some short-term market headwinds. On the demand side we saw softness in select end markets related to durable goods such as appliances and autos, which drove some above-normal destocking. Outside of this, demand was relatively strong. And on the margin side we faced some discrete pressures in the quarter, particularly in isocyanates and polyethylene. We pivoted to counter these headwinds with multiple actions in our control, including cost synergy savings, disciplined price volume management, feedstock flexibility and capitalizing on our recent capacity expansions. Here are some division highlights. We again captured demand growth across the majority of our core businesses. We achieved high-single digit volume growth in Polyurethanes and Industrial Solutions and our Packaging & Specialty Plastics business grew volume 4%. We delivered high single digit EBITDA growth in Consumer Solutions where we drove pricing actions and adjusted our product mix to focus on higher-margin business. We brought online our new High Melt Index elastomers train and completed the bimodal polyethylene debottleneck by the end of the quarter. CapEx for the quarter was $890 million bringing Dow's full year CapEx to $2.5 billion. And the Sadara joint venture successfully completed its creditors’ reliability test in the first attempt. The fourth quarter presented us with some discrete challenges. Brent crude oil started the quarter at more than $80 per barrel and then steadily dropped throughout the quarter finishing the year in a low $50 per barrel range, a drop of more than 35%. In addition to that, we saw a 40% compression in the naphtha to ethane spread driven by the oil price drop as well as weak gasoline demand and higher U.S. natural gas price on cold winter weather. These trends compressed our feedstock advantage not just in the Americas, but also for our main joint ventures and you see that in the nearly $240 million impact, which is split about evenly across our core business and our equity earnings. While we were not immune to this trend, our results demonstrated resilience because of the factors that we've consistently highlighted feedstock flexibility, full chain integration, cost out actions and strong operating discipline. I'll now take a closer look at our performance of each business on slide 6. Performance Materials & Coatings achieved operating EBITDA growth of 5% as price gains in all regions and benefits from cost synergies more than offset volume decline. Consumer Solutions faced a sequential moderation in siloxanes prices, primarily in Asia Pacific following an 18-month run-up in prices that peaked in the third quarter. In response, the business drove proactive measures to improve its product mix in the quarter, resulting in volume declines. However, price, margin and bottom line earnings all rose. In Coatings and Performance Monomers, the business expanded operating EBITDA margin in coatings as raw material costs fell. However, Performance Monomers sales and EBITDA declined due to an extended turnaround in the quarter which is now complete and impacted results by approximately $20 million. Industrial Intermediates & Infrastructure operating EBITDA declined by 18%, primarily driven by a contraction in isocyanates that impacted core business results, particularly in Polyurethanes, as well as some softening in appliance and automotive end markets. The contraction in isocyanate spreads, along with a 25% margin compression in MEG also led to year-over-year reduction in equity earnings. These headwinds more than offset demand growth and benefits from cost synergies. Sales gains in both Polyurethanes and Chlor-Alkali and Vinyl and Industrial Solutions were led by a robust volume growth due to increased supply from Sadara. In the Polyurethanes chain, the moderation in isocyanates prices that we've forecasted for some time accelerated in the quarter with MDI prices dropping about 40% year-over-year. In our view, the fly-up margins that we captured over the past year completely unwound over the course of the fourth quarter, notably in Asia Pacific and Europe, where we have the largest merchant isocyanate exposure. Moving to Packaging & Specialty Plastics, operating EBITDA declined 13% in the quarter. Cost synergies, increased supply from growth projects and lower commissioning and start-up costs were more than offset by reduced equity earnings and the margin contraction across polyethylene products. The 40% compression in the naphtha to ethane spread, coupled with polyethylene price declines aligned with what we forecasted for polyethylene margins for some time. Given the demand remained solid, our view is that polyethylene margins will stabilize in the first half of the year, potentially with some volatility in feedstock costs, depending on how new cracker start-ups are eventually balanced by new NGL fractionation capacity. It is worth noting that we did not face a demand issue in Packaging & Specialty Plastics in the quarter. We grew volume on higher demand across most regions and new capacity from Sadara and the U.S. Gulf Coast. Demand growth was led by our industrial and consumer packaging and flexible food and specialty packaging markets. The business also achieved volume gains in elastomers and Wire & Cable applications. Taking a broader look at the full year. Materials Science delivered an exceptional year financially and operationally. We achieved double-digit sales and operating EBITDA growth with gains in every operating segment. We brought online three new facilities
Marc Doyle:
Thanks Jim. Turning to slide 7. Specialty Products reported strong results amid a softening macro environment, which unfolded during the quarter, specifically in automotive and consumer electronics end markets. We overcame macro conditions to again deliver organic revenue growth and solid earnings improvement. Our leadership position in diverse and attractive end markets is built on customer relationships and value-added innovation, which together with our intense focus on productivity enables us to outperform the industry in any market environment. This quarter, we continued to drive double-digit growth in our probiotics portfolio. We're nearing completion of our capacity expansion and expect to have the new volume online by the end of the quarter. Additionally, our overall Nutrition & Health sales in the Asia Pacific market continued to grow by double digits. Our Tyvek business continues to be strong in the high-growth industrial and medical applications space. And other bright spots include semiconductors enabled by their broad end-market applications, life protection with our Kevlar high-strength materials in our Nomex business where we're benefiting from exposure to the high-growth aerospace industry and continued strong demand for protective garments. We reported 2% organic revenue gains with Safety & Construction leading the way with organic sales growth of 6%. We also realized strong organic growth of 4% in Nutrition & Health and 3% in Transportation & Advanced Polymers. Operating EBITDA for the division again grew double-digits with gains in all segments driven by cost synergies, higher local price, a customer settlement in our Hemlock joint venture and higher volumes which more than offset rising raw material cost. We continue to focus on disciplined pricing practices. We again delivered an overall 2% improvement in price with contribution from almost all of the segments. Our pricing discipline allows us to offset raw material costs and ensure we realize the benefit of the value our products deliver to our customers. Turning now to the segments on slide 8. Electronics & Imaging organic sales declined 1%. We delivered sustained strength in our Semiconductor Technologies business through new customer wins and 3D NAND growth in Asia. Continued softness in photovoltaics space and the impact of lower smartphone sales on our interconnect solutions business offset these gains. Operating EBITDA increased 8% driven by 18%, driven by higher equity earnings, a gain on an asset sale, cost synergies and higher volume partially offset by lower local price. Excluding equity affiliate income, operating EBITDA rose 9%. Looking forward, we anticipate equity affiliated income for the segment to decline as a result of a reduction in customer settlements, contributing approximately $175 million to $200 million this year, which is a year-over-year reduction of approximately $210 million to $240 million. Nutrition & Biosciences grew organic sales by 1%, driven by strong volume gains at 4% in Nutrition & Health. Probiotics drove strong growth with sales up more than 20% this quarter. We also continue to expand our Asia footprint where sales grew by greater than 10%. Within Industrial Biosciences, volume declined by 3%, driven by a slowdown in U.S. and Canada energy markets due to oil prices, which negatively impacted both our microbial control and biorefineries businesses. Operating EBITDA for the segment grew 4% driven by cost synergies and a portfolio benefit which was partially offset by higher raw material costs. Safety & Construction organic sales increased 6% led by broad-based growth across industrial, aerospace, and personal protection, partially offset by softness in construction in U.S. residential markets. Our pricing strength continues to steadily improve. In this quarter, we delivered 3% growth with improvement across all of our product lines which was the direct benefit of targeted actions to drive value and use pricing across our portfolio. Operating EBITDA for the quarter was up 20%, driven by cost synergies, local pricing strength, and higher volume, partially offset by higher raw material costs. Transportation & Advanced Polymers delivered solid top and bottom-line growth amid challenging end market conditions that impacted our volume growth, which was down 5%. Automotive and electronics end markets, primarily in Europe and Asia-Pacific, were down due to inventory destocking. However, even given a tough macro environment, we were able to continue to deliver significant pricing strength with improvement of 8% in the quarter. Operating EBITDA grew by 7% driven by local price increases and cost synergies, partially offset by higher raw material costs and lower volume. In summary, I'm excited about the performance of our portfolio this year which enabled full year organic sales growth of 5% and operating EBITDA growth of 18% or 12% when excluding the benefit from non-operating pension OPEB expense. This results in an operating leverage of greater than our medium-term target of 1.5x and enabled our adjusted operating EBITDA margins to expand to greater than 28%. Looking beyond first quarter, we continue to see strength in most of our end markets including semiconductor, aerospace, Health & Nutrition, industrial & infrastructure, and expect to regain volume in certain end markets that are in the period of destocking in late 2018 and early 2019. The strength of our customer-driven innovation, additional contribution from capacity expansions, and continued focus on productivity, will enable us to again drive operating leverage and improved returns. For the full year, we expect sales to be about flat on an on -- as-reported basis impacted by portfolio and currency headwinds. On an organic basis, as we move beyond the short-term softness we're seeing in the first quarter of 2019, we anticipate our sales growth for the remainder of the year to balance out to be in line with the low end of our medium term targets that we set out at our Investor Event in November resulting in full year organic growth of about 2% to 3%. We expect operating EBITDA for the year to be slightly down on an as-reported basis. Excluding the anticipated declines in equity affiliate income and negative currency, we expect 2019 operating EBITDA growth of 3% to 5%, driven by cost synergies, local pricing strength, and volume gains, partially offset by raw material headwinds. More comments on our 2019 expectations can be found in the appendix. With that, I'll turn it over to Jim to cover Agriculture.
Jim Collins:
Thanks, Marc. Turning to slide 9. Here are the highlights for the Agriculture division. Fourth quarter sales increased 1% while organic sales rose 9%. Operating EBITDA grew 4%, meeting our guidance of $2.7 billion and operating margins expanded by 30 basis points. Our 9% growth in organic sales was driven by a solid combination of higher local price and volume gains. The local price gains were consistent across both Seed and Crop Protection and were led by Asia Pacific and Latin America. We worked hard to offset 5 points from currency pressures, primarily from the Brazilian real. Volume increased 4%, driven by gains in Crop Protection from new product sales and an early start to the safrinha selling season in Latin America. Partly offsetting the organic sales growth was portfolio reductions of 3%. The portfolio change was a result of the Brazil seeds remedy that we executed in last year's fourth quarter to complete the merger. Our Crop Protection business led the way with 10% organic sales growth from new product sales. Crop Protection volumes grew 5%, driven by strong sales of Vessarya, the leading treatment for Asian soybean rust in Brazil; Pyraxalt, a novel insecticide for rice brown plant hopper control in Asia Pacific; and Enlist Herbicides. These gains more than offset declines in U. S. and Canada on higher channel inventories and fall applied chemistry. Local price rose 5% as we responded to continued currency pressure, which in the fourth quarter was 4% primarily in Latin America. Seed organic sales increased 8%. Price increased 5% in a competitive market. Volumes improved by 3% including early safrinha sales in Latin America of PowerCore Ultra and PowerCore Enlist and expected market share gains in soy and corn. Corn seeds sales volumes also grew in U.S. and Canada due to the timing of shipments. The remedy loss in Brazil reduced seed sales by six percentage points. The Ag segment operating EBITDA increased 4% to 233 million. The improvement reflected sales gains and synergies, partly offset by higher unit costs, investments to support new product launches, and higher commissions to support higher sales. The higher unit rates reflected higher seed costs and higher raw materials in Crop Protection as well as rising freight and warehousing expenses. We also recorded approximately $14 million in one-time benefits including a product line sale. Both periods had nearly $60 million in licensing and collaboration agreements. So turning to the operational highlights on slide 10. We've made meaningful progress against our five priorities to deliver shareholder value. In 2018, we delivered operating EBITDA of $2.7 billion, up 4% in a tough market. We raised the Ag division synergy targets and in the third and fourth quarters began to see proof points that we are recovering our share in the Brazil corn market from the remedy. In addition, we launched a strong set of new product launches in Crop Protection that are delivering top and bottom line growth. The highlight for the year clearly was receiving Chinese regulatory approval for two key traits, ENLIST E3 for soybeans and Qrome for corn. We are extremely excited about both approvals which have been in the queue for quite some time and are a great demonstration of the strength of our innovation capability. ENLIST E3 the most advanced wheat control trait technology for soybeans is the larger opportunity of the two. We expect that Enlist E3 commercial sales will begin in 2019, although the exact timing will vary by country. In the second half of 2019, we will continue to invest in the commercial sales effort. Robust ramp-up plans and extensive seed production will ensure that ENLIST E3 soybeans are broadly available to farmers in 2020. Orome on the other hand already has been introduced on a limited basis in the Western Corn Belt, but likewise we'll be ramping up production in this year. In other words, we are actively laying the groundwork this year for a full commercial launch of ENLIST E3 and Orome next year. We also have begun reaching out to our strategic business partners about out-licensing Orome, ENLIST and E3 in the future. In fact, we have Infective already completed initial licensing agreements with several key players. Today we have provided guidance for the first half which incorporates the Northern Hemisphere selling season. Based on what we're hearing from our customers and due to our unique direct-to-farmer route-to-market, we've also estimated the split between the two quarters. First half sales are expected to decline by low single digits percent. Excluding currency, we expect first half sales to rise by low single digits. We expect currency to be a headwind for the half, led by the euro and the Brazilian real, compared to a tailwind from currency in a prior year period. Organic sales growth is expected to be driven by new product launches, partly offset by higher channel inventories and some reduction in first year sale associated will implementing our multichannel multi-brand strategy, as we move customers to different products and brands. First half operating EBITDA is expected to be flat, as gains from organic sales and cost synergies are offset by higher unit cost. Higher unit costs are driven by new product launches, whose margins will improve as they reach the economies of scales. Royalties and higher ingredient cost out of China, which we will lap mid-year in 2019. The first quarter is expected to see a sales decline in the low single digits percent. Excluding currency, we expect a sales increase of low single digits percent. We expect first quarter sales to be negatively impacted by timing, including an early start to the safrinha season in the fourth quarter and delayed planting decisions pushing sales into the second quarter. From a planted area perspective, we expect to shift from soybeans to be neutral to our results. While some soybean acres are expected to shift to corn, much is expected to shift to cotton and wheat. First quarter operating EBITDA is projected to decline by the low single digits percent. EBITDA drivers are similar to the first half. In closing, we're excited about the progress we are making and look forward to giving you further updates on what to expect from us as we get closer to spin. I'll now turn it over to Lori to open the Q&A.
Lori Koch:
Thank you, Jim. With that, let's move on to your questions. First, I would like to remind you that our forward-looking statements apply to both our prepared remarks and the following Q&A. Rochelle please provide the Q&A instruction.
Operator:
Thank you. [Operator Instructions] And our first question today will come from P.J. Juvekar with Citi.
P.J. Juvekar:
Yes. Good morning. Thank you. A question on Dow chemical, in polyethylene it seems like the industry had destocking occur in 4Q as oil prices came down. So where are converted inventories today and then on to provisional inventories. I guess the last number we saw from ACC was a 4.9 billion pounds of provisional inventory which was quite high. So, did the industry not slow down plans? And where do Dow's inventory stand? Thank you.
Jim Collins:
Hi, P.J. This is Jim. As the year – as the quarter progressed obviously we saw that deceleration in oil pricing toward the end of the year and the last couple of weeks of December were pretty quiet in terms of the export markets. And so I think that's what led to the build-up that you saw in the U.S. inventory numbers. Some of that's starting to turn around in the first quarter. We're seeing some pricing movements in January, February. So we're kind of up three, up three in January, February. I would say the bulk of the new capacity came on in the back half of 2018. If you look forward into 2019, you don't have that much new capacity coming on. So I expect operating rates are going to improve 200 to 300 basis points through the year. But clearly, we've got to rebuild some margins in the quarter. So I think it was mostly sentiment at the end of the year that drove that build up in inventory. And I think what we will see is as we come out of Chinese New Year, you're going to see a pull on the demand side that's going to start to rebuild those volumes and margins. Volume was up 4% for us in Packaging and Specialty Plastics. And at a DowDuPont level, we still saw strong demand in China. We were up 10%.
Operator:
And next we move to Vincent Andrews with Morgan Stanley.
Vincent Andrews:
Thank you. Good morning, everyone. Jim could you expand a bit on the E3 soybean. What does broadly available mean? How many millions of acres are you targeting in 2020 and 2021? And what type of cost will be associated with the launch and presumably maintaining still selling the other secondary herbicide tolerant trait? And do you envision the potential ever to stack those 2 traits together? Thanks.
Jim Collins:
Great, Vincent. Thanks for the question. You're right. We're really excited about those two approvals after such a long wait. We have – we're ramping up the parent c production for those two traits this year. So, 2019 will really be a very limited continued limited commercial launch based on the quantities and the materials that we have. We could essentially have a couple million units or a couple million acres out there of both ENLIST and Qrome from our previous work. But we'll drive that really hard as we get into 2020, you could see as much as 10% of our soybean line up in North America into the Enlist balanced by the other offerings that we have. On the Crop Protection side, on the cost side, we’ve got a lot of experience already with the Enlist, Enlist Duo combination that's out there. We are spraying it on corn and spraying it on cotton, we don't anticipate growers already have good sense for what that treatment per acre will cost, and then we've seen tremendous uptake on that. So demand is high and we're excited about it, we're going to ramp this up as fast as we can.
Operator:
And Jeff Zekauskas with JPMorgan will have our next question.
Jeff Zekauskas:
Thanks very much. I think that three months ago you thought that cash flow from operations in the fourth quarter would be about $7.5 billion. And I think it came in at roughly $5 billion. What was the difference between your expectation and what actually took place? And how did cash flows from operations look in the first quarter?
Howard Ungerleider:
Yes, Jeff, this is Howard. Good morning to you. Let me start with the fourth quarter versus same quarter a year ago. When you look at cash from ops in the quarter was $5.1 billion. On a reported basis that was up versus $1.8 billion, but we have the AR securitization accounting change, so you got to do an apples-to-apples. When you make that adjustment, cash from ops in Q4 was up $900 million which is over 20%. You're right on your point about the full year number. I would say just a few pieces of math to make sure that you got all the math right. Merger-related costs were about $3 billion for the year all-in. Pension contributions were about $3 billion both the -- over $2.2 billion of that was voluntary that we did just setting up the capital structures of the three companies. The one surprise delta versus the third quarter when we last talked was really working capital specifically inventory. There was about $1 billion higher inventory in the fourth quarter. Three drivers for that all about equally balanced. One you heard Jim Collins talk about the organic growth in Ag sales, so we had a really strong fourth quarter versus a year ago so that was about a third of the delta. We passed the CRT in Sadara that Jim Fitterling talked about. So, we ran that asset really hard and so that built up some inventory. And we -- I would say we exceeded our expectation. We did not expect to pass it in the first go and we did. And then the third was just a select destocking that Ed talked about in a couple of the chains. That was the delta and it was about a $1.1 billion higher than expectation.
Operator:
And next we move on to David Begleiter with Deutsche Bank.
David Begleiter:
Thank you. Good morning. Ed could you walk down the world from an activity standpoint in January and February. Is destocking completed? Where is it the worst in terms of slowdown? And specifically in China, were you expecting the New Year plant shutdowns to be the usual or may be longer than expected given that tariff and trade uncertainty? Thank you.
Edward Breen:
Yes, thanks David. This is Ed. Let me give you a little color on it. The softness we saw as we move through the fourth quarter from a geography standpoint was mainly China and secondarily, a little softening in Europe, the rest of the world kind of holding up exactly where it had been. And you break that down kind of by end market, we saw softness clearly in auto and we saw it in consumer electronics, but mostly on the smartphone side and a bit additional softening on U. S. residential, which didn't surprise us. Actually not all three of those were overly surprising based on forecast and other companies' comments. So, that was where it was at. I would say a high portion of what we're seeing right now to your question is a destocking activity going on. It's hard to peg exactly when you flushed that through the system, but I would say it's probably going through the first quarter and somewhere into the second quarter, you kind of work your way through that and you get back to normalized level. So, as you look at the forecast by the way on the DuPont side that's kind of what we teed up a lighter first half of the year. Second half of the year about where we expect with deleverage to the bottom line on our growth rate. Very similar to what we said at the guidance at the November investor meeting, but a little bit more muted in that first quarter and into the second quarter based on the destocking. And maybe just one overall comment also. If you look at – all of the DuPont end markets, I would say when you break that down to percentage, about 75% of the portfolio did exactly what it did all year. And then, the soft areas I just mentioned was maybe 25% of the portfolio where we're seeing that destocking take place. And again, that will correct itself over the next few months.
Operator:
And next we move on to Chris Parkinson with Credit Suisse.
Chris Parkinson:
Great. Thank you. It seems there are a few moving parts within specialty with certain end markets trending fairly well and others showing at least some degree weakness. Can you just parse out the key growth trends specifically for Nutrition & Biosciences and maybe just head on anything on E&I and S&C. And just whether or not any near-term cautiousness would you characterize that as driven by China trade tariffs versus something else you're seeing in that end-market? Thank you.
Marc Doyle:
Yeah, Chris. This is Marc. Let me take that one. I mean, high level N&B we're seeing strength in most of the segments. The food and beverage market continues to be solid for us. Probiotics obviously continues to be a star driving growth in Asia in general and that includes Asia specialty food ingredients, our systems offerings are continuing to gain position there. The area of weakness is more on the Industrial Biosciences side, and this is really connected to we think temporary factors including U.S. residential construction. We have a lot of sales in the Sorona product into the corporate market and that was impacted. And then the sort of dynamics in the oil and gas industry have an effect on our microbial control business and so those are the two areas that we're tracking and expecting to see some improvement. In terms of the other segments you mentioned, I mean, E&I is kind of a continuation of what we've been saying for the last couple of quarters, which is photovoltaices has continued to be a tough space. Although volumes are coming back, we're still suffering a lot of pricing pressure there. We are expecting that to improve through 2019. And semi continues to be a bright spot for us. Consumer electronics market was down in the fourth quarter as we mentioned from smartphones. But we're expecting again, a recovery in the second half of this year. And Safety & Construction you asked about, I just say, across the board a lot of strength in the end markets there and that's a really bright spot for us through 2019. U.S. residential construction is less than 20% of the Safety & Construction space. That's the only soft spot for us right now in S&C.
Operator:
And we'll move on to John McNulty with BMO Capital Markets.
John McNulty:
Yeah. Thanks for taking my question. Jim in MatCo, it seems like there's a lot of levers that you're looking to pull to try to shore up things. I guess, as we look through the year and you get a little bit past this destock phase. I mean, look the first quarter numbers looked pretty difficult. Can we get to a period where you're down high-single digits for the year in that business with all the levers that you're pulling? And maybe can you walk us through some of those levers that you do have at your disposal now?
Jim Fitterling:
Good morning, John. So, I'd say a couple of things. On the core business, we were down about $120 million in the quarter. The things that we're trying to do right now, obviously, pricing has stabilized, starting to improve on plastics and I'm seeing signs of that on PMDI as well. And so that will help us with as we build through the quarter. Second quarter third quarter, typically the strongest demand quarters, so we'll build into that. So, we're going to have to see kind of a mirror image on the first half of the year to what happened in the backhand of 2018. But that's what we're driving towards. As I mentioned on the broadcast, we're off on CapEx so we finished the year at $2.5 billion of CapEx and I think we're going to stay at those kind of levels on CapEx, so that helps our cash. As we continue to separate out the three divisions, that's going to obviously help some of the cost burn and help us get the stranded cost out through the year as well. And then we're going to defer some spending. It won't be anything that will damage plant reliability. We'll still continue to do maintenance and those kind of things, but we’ll defer some discretionary spending that we don't need to do right now into latter half of the year or even into 2020, depending on how long the macro continues.
Operator:
And next we'll move to Steve Byrne with Bank of America Merrill Lynch.
Unidentified Analyst:
Hi, thanks, this is Ian on for Steve. Wanted to follow-up on the outlook in material and in Dow and Corteva and appreciate you aren’t giving guidance for these segments today. I think some investors might be a little confused about the first half and one quarter outlook taking into account there it should be significant synergies in both these businesses. So, any color you can provide on the bridge, how we should think about full year EBITDA for those segments will be helpful. Thank you.
Jim Fitterling:
Yes, on Materials Science what I would say is we continue to see the businesses grow at about 1.5 times GDP, so that from a demand standpoint, I do not see a demand problem. Most of the pressures that we felt towards the end of the year were really oil price and spread compression pressures on top of the negative sentiment that was developing through the fourth quarter. And so obviously we're turning the corner on that right now and trying to rebuild that. And I think it'll take us through the first quarter and into the second quarter to get that built back. Having said that, the new capacity that's coming on in our industry this year is not all that much. Most of the new capacity, the biggest amount came on in 2018. So, at these rates, it looks like operating rates are going to continue to increase throughout the year. And then obviously not trying to predict oil price, but oil price hit the low 50s in terms of dollars per barrel. So, if we see any strengthening in the oil price that will be helpful through the year.
Jim Collins:
And Ian this is Jim Collins for Corteva, it's really kind of the same story for the first quarter and the first half kind of three core messages. And you're right we've got some good sales growth, we've got synergies flowing through, but those are being offset first by some pretty significant currency headwinds. You'll see in the outlook about well over $300 million of topline hit, mostly during the Brazilian real, but we picked up a lot of euro exposure too here in the first half along with some of those Eastern European countries. In addition to that, we have a little bit of timing going on. We had some shift of some revenues that kind of moved early into that safrinha season into the fourth quarter. And then these market facilitation program payments that resulted out of USDA's work with the Trump administration on helping growers. Some of these guys have a lot of cash right there at the end of the quarter. So they went-out and bought up a bit early. So we saw some North American volumes that hit early. And then I would say -- maybe the third offset is cost of goods. We're picking up some raw material cost from shipments in from China as they worked on some of their environmental reforms and it's moving some of those, rise up. And as we increase the penetration of some of these new products our royalty rates are moving up on us a little bit. So that explains the half. We're not really – you're right talking about full year at this point. We'll give you some more color on that, a little bit later, but I think – think about the year that we'll be generally up on EBITDA and we'll be able to talk about that as the full year really unfolds.
Operator:
And next we'll hear from Jonas Oxgaard with Bernstein.
Jonas Oxgaard:
Good morning, guys.
A – Edward Breen:
Good morning, Jonas.
Jonas Oxgaard:
One of the bright spots in last year was the pricing in transportation was up just quarter after quarter after quarter. But in your guidance for the year, you say or it looks like you expect overall pricing to be about flat, but – and you talked about transportation being offset by electronics. But electronics was only down about 1%. So are you expecting the transportation price gains to seize, or how should we think about this?
Marc Doyle:
Yeah. Hi, Jonas, this is Marc. I'll take that one. No. We're expecting to continue to see some pricing this year roll-through in transportation and advanced polymers based on continued tightness in the nylon chain. And our performance continues to be strong there in terms of both finding new applications for high temperature and specialty nylons and we expect the industry is going to continue to kind of operate at about the same levels as 2018. So I think we'll see some more pricing. We do have some price pressure in E&I that came through in the fourth quarter, associated with photovoltaics largely. And as you said, it doesn't offset the pricing gains in the other segment. And so net-net, there's some benefits there that will probably continue through 2019.
Operator:
And next we'll hear from Arun Viswanathan with RBC Capital Markets.
Arun Viswanathan:
Thanks for taking my question, guys. Good morning. I just wanted to review my assessment of the guidance. It looks like on first blush the Q1 operating EBITDA maybe in the $4.5 billion to $5 billion range. I know, it's difficult to guide explicitly. And then the full year looks like could be down a little bit. I guess, is that right? Or you're expecting year-on-year growth in both full year Q1 – or sorry, Q1 and full year EBITDA? Thanks.
Howard Ungerleider:
Yeah. Arun, maybe we can talk it offline. We don't give an exact number. I would say when you look at the slide operating EBITDA we're guiding down low-teens percent, but it's really three different stories, right. It something that Jim Collins discussion around Corteva around stronger second quarter versus first quarter because of the seed shift with the commodity prices. Fitterling already covered the MatCo piece around building margin back. So the first quarter is probably going to look more like a mirror image of Q4 although with a little bit of the averaging effect, because we entered December at a low margin point of the quarter, so that's how we entered January, and we're rebuilding back. I mean Jim talked about the three and three polyethylene in January and February and then already some announcements out on isocyanates. And then I'll let either Ed or Marc talk about SpecCo, if you want to give anymore color on that?
Edward Breen:
Yes. No, look I think the SpecCo, I think the first quarter will be our lightest -- probably bleed a little of that destocking I talked about still into the second quarter and then we're expecting normal trends second half for the year for a growth rate from EBITDA standpoint and leverage as we talked about at the Investor Day, at least 1.5 times on leverage side. So, we'll build back there. And it's very clear talking to our channel partners that the destocking is taking place by just one data point because the biggest weakness we saw is auto and it was auto in China. And the auto builds were down 18% and -- but car sales actually were down 13%. So, you kind of see at the high level macro that the destocking is taking place which by the way is good once we're through it.
Operator:
And next, we'll move on to John Roberts with UBS.
John Roberts:
Thank you. Did you only give full year guidance for SpecialtyCo because Dow and Corteva don't plan to give full year guidance given the less predictability of their businesses or do they plan to give full year guidance when they're independent?
Howard Ungerleider:
I'll cover MatCo. This is Howard. I mean, no, we don't plan on giving full year guidance for Dow. I would tell you that we tried that last year; we gave the full year guidance. I would say the Bulls didn't like the numbers we gave, the bears didn't like the number we gave. We met the guidance that we delivered back in January. So, we're going to do one quarter at a time. We'll try to give you all the moving parts as best as we know. And then you can insert the margins per the different capacities that you would expect.
Jim Collins:
Yes, and for Corteva, clearly, a lot of moving parts in the market, so we're feeling good about giving first half which is the bulk of our business in 2019. So, it's pretty indicative of how our -- of the kind of how our year is going to start. But we'll be giving a lot more color on how we view full year as we go forward at the interactions we'll have with you guys and we'll keep updating that as it unfolds.
Operator:
And our final question today will come from Robert Koort with Goldman Sachs.
Robert Koort:
Thank you for squeezing me in. Ed, I think you talked about destocking ending sometime in the first half and I guess I'm struck by on the Dow side of things there's supply chain procurement officers that maybe felt they could buy something cheaper so that's part of why there's destocking there. You mentioned the auto markets in the DuPont business, what other conditions are out of there that leads to such an expanded destock cycle? And how you calibrate when it returns? Is that -- the order books you see out there, is it a hunch, is it some historic precedent, what gives you that number?
Edward Breen:
One data point I would point to there's a lot of third-party forecasts out there on some of these different end markets and auto builds globally, maybe just use IHS, they are still talking about auto builds being down 3.5% first quarter, about 1% second quarter, then building up the 4% to 5% in the second half of the year. So, you can kind of -- I'd think of as an indicator of kind of how you'd see the destocking take place more so than the downturn in the auto builds. I think on the smartphone side, there's four or five forecast out there talking to the cellphone makers and some are slightly up some are slightly down, but I'd say cellphone sales look like they would flatten out in 2019. So, again, the destocking is happening now, but it's not like there's a continuing drop in demand in the business. And I'd also say on the housing side although that's smaller of the three soft areas. There's clearly forecast out there, third-party forecasts that say housing is going to be up 2% on the year, but actually down 1% in the first quarter. So again, I think those trends all foretell a little bit extra severeness we the destocking and a slight down market, and that will recover.
Jen Driscoll:
Thank you everyone for joining our call. We appreciate your interest in DowDuPont. For your reference a copy of our transcript should be posted on DowDuPont's website later today. This concludes our call.
Operator:
And that will conclude today's conference call. We thank you for your participation.
Executives:
Neal Sheorey - VP, IR Edward Breen - Chief Executive Officer Howard Ungerleider - Chief Financial Officer Jim Fitterling - COO, Materials Science James Collins - COO, Agriculture Marc Doyle - COO, Specialty Products Jennifer Driscoll - IR Lori Koch - IR
Analysts:
Vincent Andrews - Morgan Stanley David Begleiter - Deutsche Bank Jeff Zekauskas - JPMorgan P.J. Juvekar - Citi Christopher Parkinson - Credit Suisse John McNulty - BMO Capital Markets Steve Byrne - Bank of America Jonas Oxgaard - Bernstein Arun Viswanathan - RBC Capital Markets John Roberts - UBS Frank Mitsch - Fermium Research
Operator:
Good day and welcome to DowDuPont’s Third Quarter 2018 Earnings Call. [Operator Instructions] Also, today’s call is being recorded. I would now like to turn the call over to Mr. Neal Sheorey. Please go ahead, sir.
Neal Sheorey:
Good morning, everyone. Thank you for joining us for DowDuPont’s third quarter 2018 earnings conference call. We are making this call available to investors and media via webcast. We have prepared slides to supplement our comments during this conference call. These slides are posted on the Investor Relations section of DowDuPont’s website, and through the link to our webcast. Speaking on the call today are Ed Breen, Chief Executive Officer; Howard Ungerleider, Chief Financial Officer; Jim Fitterling, Jim Collins, and Marc Doyle, Chief Operating Officers for DowDuPont’s Materials Science, Agriculture, and Specialty Products divisions, respectively; and Jennifer Driscoll and Lori Koch who will lead IR for Corteva and DuPont, respectively. Please read the forward-looking statement disclaimer contained in the earnings news release and slides. During our call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risk and uncertainty, our actual performance and results may differ materially from our forward-looking statements. Our Form 10-K and each of Dow’s and DuPont’s Forms 10-K as well as Dow's and Corteva’s Forms 10 include detailed discussion of principal risks and uncertainties, which may cause such differences. Also, we will comment on segment results on a divisional basis, so please take note of the divisional disclaimer in our earnings release and slides. Unless otherwise specified, all historical financial measures presented today are on a pro forma basis and all financials, where applicable, exclude significant items. We will also refer to non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure and other associated disclosures are contained in our earnings release and on our website. I will now turn the call over to Ed.
Edward Breen:
Good morning. Thank you, Neal and thanks to all who are joined for the DowDuPont third quarter earnings call. We delivered another strong quarter as you saw earlier today. I was pleased with the way our teams performed in all three divisions, as they successfully grew the top line and bottom line. They did this while delivering cost synergies, executing good price volume discipline, advancing their growth synergies and preparing for the spins. The financial highlights on slide two are as follows, first sales grew 10%. We saw continued demand for our products and executed well against our new product launches. While we had higher raw material costs and more currency pressure than we expected, we successfully increased pricing by 5 points while also delivering solid volume growth. The consistency across all divisions and regions was very good. Second, operating EBITDA increased 19%. We expanded our operating EBITDA margin with volume and price gains, cost synergies and strong executional role, and last, adjusted EPS rose 35%. As our divisions advanced towards separation, they continue to build out the structure and features necessary to their future success. Each of them continues to make progress towards their best-in-class cost structures. Cost synergies this quarter exceeded $450 million. We have executed against the majority of our cost synergy projects and those savings are coming through. Today we increased our cost synergy target to $3.6 billion another $300 million increase to reflect further expected benefits. These increased benefits are expected to begin to show in our results in the second half of 2019 and are primarily related to additional permit [ph] savings. For DowDuPont we are reaffirming our full year adjusted EPS guidance of low 20s percent growth. This is consistent with the increased guidance we provided during our second quarter earnings call. It speaks to our team's focus and our ability to continue to deliver a strong full year result, which comes from the levers within our control, execution of cost synergies, new product introductions, and growth investments to name a few. Another step towards separation was the naming of the boards of the three intended companies. These boards each consist of highly experienced, independent professionals across a range of relevant fields. They bring deep insights, expertise and support to their respective management teams as they work to drive growth and fully capitalize on the potential of our three independent companies. I really appreciate the good work the board and advisory committees have already done. They have worked closely with management to develop near-term strategic plans for the respective businesses. They also have worked hard to enable all three companies to be well positioned in their markets, great capital structures and plan to invest capital and R&D in a way that will drive meaningful shareholder value creation now and over the long-term. Our confidence in our future is one of the reasons we announced today a new share buyback plan, a $3 billion program. We intend to complete it before the first spin. This would bring our total expected share repurchases to $7 billion since merger close. We are - three financially strong independent companies each of which will be well-positioned for continued growth and further shareholder remuneration to be determined by each company's board at the time of spin. In September and October we filed the initial Forms 10 for Dow and Corteva. Filing the forms gets the clock ticking for the SEC to approve these registration documents, enables us to stay on schedule for our expected separation. This means separating Dow on April 1 and Corteva on June 1, thereby, creating the new DuPont on June 1. We show the time line on slide three. Keep in mind these Forms 10 are iterative. We will be sharing more information with you in updated filings. I am pleased to report today that our board made solid progress in the quarter on defining the capital structures of the intended spins. Howard will cover this in more detail in a moment. The important point is that we are doing what we said we would; creating three strong companies that can hit their targeted capital structures. We are very excited about the growth opportunities for each of the three businesses. With greater focus each of these intended companies will be industry leaders as divisions of DowDuPont will be able to unlock their full growth potential. We expect each will be able to allocate capital more effectively, apply their powerful innovation more productively and expand their products and solutions to more customers worldwide. Our results today and throughout the year we've been merged illustrate that our strategy is working. At our investor events next week, you will hear how each of these and companies will be positioned to capture the attractive growth opportunities in their end markets as well as further details on their capital structures and financial priorities. You’ll also will have access to all the leaders who will be driving our future growth. I look forward to seeing you there to introduce you to these exciting new businesses. With that, let me turn it over to Howard.
Howard Ungerleider:
Thanks, Ed. Turning to slide 4. As Ed mentioned one of our key achievements in the quarter was defining the capital structures of the each of the three intended companies. Each of the companies will have strong investment grade credit profiles in line with what we committed when we first announced the merger. We were able to accomplish this and implement our new $3 billion stock buyback program announced today for DowDuPont. Consistent with the rating agencies' criteria, adjusted debt include several adjustments to each company's leverage to account for pension deficits, non-consolidated subsidiary debt and operating leases. We have also now finalized how we will allocate the heritage DuPont and Dow defined benefit pension plans and OPEB. As you see on this slide, Corteva and the new Dow will each assume the heritage U.S. pension plans of DuPont and Dow, respectively. New DuPont will issue new debt based on its standalone financials and provide funds to Corteva and new Dow to enable the deleveraging of the heritage financial debt necessary for their respective target credit ratings. Turning to slide 5, we will implement the capital structures in several coordinated steps. New DuPont will first issue new debt based on its pro forma financials. As we disclosed when we made the shelf filing in the third quarter this debt will be non-recourse to Corteva or new Dow. New DuPont will then contribute the majority of the proceeds from the debt issuance to Corteva and new Dow, so that those entities can further delever to achieve their targeted capital structures. Taken together these structures best position each company and their shareholders for long-term success and financial strength. At our investor events next week each of the future companies CFOs will unpack more details on the financial policies that underpin these capital structures. Moving to slide 6 and a summary of our third quarter results, for every quarter since merger close, we grew earnings per share, net sales and EBITDA year-over-year. Drivers of our 35% EPS increase included volume and local price gains, cost synergies and lower pension and OPEB costs. These gains more than offset higher raw material costs in all divisions and currency headwind primarily in agriculture from the Brazilian real. We grew net sales by 10%, evenly balanced between pricing actions and broad based demand for products across the vast majority of DowDuPont's key market verticals. Sales rose 13% in Materials Science with double-digit gains in every segment. Specialty Products achieved 8% sales growth led by 14% gain in nutrition and biosciences, and Agriculture grew sales by 2% led by strong gains in Latin America and Asia Pacific. Volume increased 5% with gains in all divisions and all regions. Agriculture grew volume 8% led by gains in Latin America and Asia Pacific. Materials Science grew volumes 6% with gains in most [Audio Gap] and Specialty Products delivered 3% volume growth with gains in all segments and all regions as well. Local price increased 5% also with gains in all divisions and all regions. Price increases were led by Materials Science, which was up 7%. Agriculture increased local price by 3%; and Specialty Products increased local price by 2%. And as Ed mentioned, we continue to exceed our cost synergy commitments, delivering more than $450 million on the quarter. We have now delivered cumulative savings of more than 1.3 billion since merger close, and we ended the quarter at a run rate of greater than $2.5 billion on our cost synergies exceeding our original one-year target by more than $400 million. These collective drivers translated to operating EBITDA of 3.8 billion in the quarter, up 19% year-over-year and operating EBITDA margin expansion of approximately 140 basis points. We delivered these results despite approximately $600 million of higher raw material costs versus the prior year period. Cash flow from operations was a use of cash of approximately $320 million in the quarter, which included discretionary pension contributions of approximately $2.2 billion. Excluding this cash flow from operations would have been a positive $1.9 billion. The pension contributions had two benefits; first, they significantly improved the funded status of the Dow and DuPont plans. And second they provided economic value as we were able to optimize the benefit under prior tax law and free up tax credits to offset tax on future income. Finally, we again returned nearly $2 billion of cash to our shareholders in the quarter including another $1 billion of share repurchases. Including dividends, we have now returned $7.5 billion of cash to our owners since merger close. Turning to our modeling guidance on slide 7. For the full year we are reaffirming our prior guidance of adjusted earnings per share up low 20s percent consistent with the increased guidance we provided during our second quarter earnings call. We continue to expect healthy demand, as well as pricing gains across most of our businesses. At the company level we expect our top and bottom line growth to continue year-over-year. We see full year net sales to be in the range of $86.5 billion to $87 billion, and we continue to expect full year operating EBITDA be up in the mid-teens percent. For the year, the Materials Science division expects low teens top line growth on the continued ramp-up of our recent U.S. Gulf Coast investments and strong global demand. Operating EBITDA is expected to increase in the low teens as well on solid underlying end market fundamentals, continued cost synergies, supply from our U.S. Gulf Coast growth projects and lower start-up and commissioning costs. These tailwinds will be partly offset by some margin compression in plastics and lower isocyanate prices that have begun to come down from the record levels we saw in the second half of 2017. As you may recall these trends are in line with expectations we laid out at the beginning of the year. The Specialty Products Division expects full year net sales to increase in the high single digits percent with strong organic growth across all of our segments. We continue to expect operating EBITDA to be up in the high teens percent driven by cost synergies, lower pension and OPEB costs, sales growth and portfolio and currency benefits, partially offset by increased raw material costs and growth investments. The Agriculture division expects full year sales to be flat with 2017 as price and mix gains and the benefits from new products are offset by lower planted area in North America and Brazil, continued currency pressures and the portfolio impact. Operating EBITDA is expected to grow by the mid-single digits percent, which we said is about $2.7 billion. The gain is expected to be driven by cost synergies, higher local prices and lower pension and OPEB costs. Before turning it over to Jim, I want to address the trade and tariff topics that are still receiving attention. After assessing the potential and based on actions implemented to date, we do not expect that tariffs will have a material impact on any of our divisions in the fourth quarter. This is due to our global asset base, our local presence in markets around the world and proactive mitigation actions we have been taking. I'll turn it over to Jim to cover Materials Science business performance.
Jim Fitterling:
Thanks, Howard. Moving to slide eight. Materials Science delivered another strong quarter. The core business again achieved strong top line gains with double-digit increases in each of our segments and gains across all our regions. We continued to capture demand growth well above GDP while also driving quick pricing actions where supply/demands fundamentals are favorable and the value and use of our products differentiates us in the market, and our growth investments also continue to contribute to our performance. Our assets under U.S. Gulf Coast are running at/or above design rates and were executing our marketing plans to continue to place product in the market. And in our first quarter lapping full commercial operations at Sadara, the JV again delivered a year-over-year earnings improvement. Let me hit the division highlights. We have delivered double-digit top line growth every quarter since merger closed. We grew volumes 6% with gains in most segments and all regions, and we achieved local price increases of 7% with gains in all segments and all regions. We delivered strong EBITDA growth up 8% with gains in most segments. We again exceeded our cost synergy commitments, and we delivered all of these results despite 400 million of higher raw material costs in the quarter. I'll now take a closer look at our business performance. Performance Materials & Coatings achieved operating EBITDA growth of 37% led by local price gains as well as cost and growth synergies. This segment achieved double-digit sales gains in both businesses and in most regions. Sales gains in consumer solutions were driven by double-digit local price gains in all regions. While total volume was down for the business, our price volume management and upstream silicone one intermediate enabled us to achieve volume gains for our downstream formulated silicones applications where we achieved higher margins for our products Industrial Intermediates & Infrastructure operating EBITDA declined by 3%. Double-digit volume gains and strong pricing actions in both businesses were more than offset by rising raw material costs. Margin compression in isocyanate and equipment repairs to an isocyanate unit on the Gulf Coast. Polyurethanes achieved double-digit sales gains in most regions based on broad-based demand growth in all regions led by Asia Pacific and EMEA, as well as our local price increases. Industrial solutions delivered volume and price gains in every region led by gains in downstream ethylene oxide derivatives with double-digit growth in Intermediates for crop defense, energy heat management and food and feed manufacturing. Volume gains in both Polyurethanes and Industrial Solutions were further supported by increased supply from the Sadara joint venture. The Packaging & Specialty Plastics segment grew operating EBITDA up 4%. Volume and local price gains were the key earnings drivers including increased supply from growth projects. Lower commissioning and startup costs and cost synergies also contribute to the year-over-year improvement. These benefits more than offset the increased feedstock costs. Additionally you'll remember that last year's hurricane activity hit this segment the hardest and the absence of that cost impact also helped the segments earnings year-over-year. The Packaging & Specialty Plastics business grew volume 6% on broad-based demand strength and new capacity additions on the U.S. Gulf Coast. Volume gains were led by demand for industrial and consumer packaging and a health and hygiene applications. The business also achieved double-digit growth in elastomers applications. Finally on our growth projects through the third quarter, Sadara has now delivered year-over-year equity earnings improvement of $170 million. We have now lapped full commercial operations in the year-ago period, and the JV remains on track to execute the full lenders reliability test at year-end or early in 2019. On the U.S. Gulf Coast, our new assets continue to run hard and contribute to earnings. And our high melt index elastomers train in Freeport and our bimodal high density debottleneck in St. Charles both remain on track for start-up before year-end. The strong results of our packaging and specialty plastics segment is worth noting particularly during the quarter where we experienced significant raw material cost headwinds. Our results, which outperformed our peers are another proof point of the value of the portfolio we've carefully constructed over the last several years and it's one that well positions us for future growth going forward. There are many pieces to that advantage that pay off especially in times like we saw in the third quarter. First, our industry leading asset flexibility, which enabled us to more effectively manage feedstocks swings versus other industry players. Second, is our ability to reduce risks and drive greater margin stability across the cycle. We do this in three ways; through our full chain integration and ownership of the entire monomer to polymer chain through our broad geographic reach and through our product differentiation that is further downstream than peers. Lastly, our growth investments leverage these collective factors and deliver EBITDA growth to offset the headwinds like those that we saw in the quarter. To sum it up, Materials Science continues to capture strong demand growth, drive agile and pricing actions, and exceed our synergy commitments and control our costs. I look forward to sharing more on the path forward for the new Dow, which will separate from DowDuPont in less than five months at our Investor Day event on November 7th. I'll turn it over to Marc to cover Specialty Products.
Marc Doyle:
Thanks, Jim. Turning to slide 9. Specialty Products again reported strong growth on both the top and bottom line. We continue to deliver a steady, mid single digit top line gains through higher volume and price. Our organic growth is enabled by our new products, customer driven application development and leadership positions in attractive end markets. The division reported 5% organic sales gains with transportation and advanced polymers again leading the way with organic sales growth of 9%, and Safety & Construction was not far behind at 8% growth. Operating EBITDA for the division again grew double digits with gains in all segments, driven by cost synergies, sales gains, lower pension and OPEB cost and a portfolio benefit more than offsetting higher raw material and freight costs and one-time prior year benefits. One of the items I'm particularly pleased with this quarter was our pricing strength. We delivered an overall 2% improvement in price with contribution from almost all of the businesses. The specialty nature of our portfolio enabled us to price our products for the value they deliver to our customers and mitigate the earnings impact of higher raw material costs. Turning out to the segments. Electronics & Imaging net sales and operating EBITDA were steady with last year due to well known weakness in the tech space caused by the mid-year reduction of incentives in China. We continue to see strength in the semiconductor business, driven by new customer wins and robust end markets. Sales in our displays business were up nearly 20% due to strong demand in China for one of our new OLEDs products. Overall operating EBITDA improvement from cost synergies, higher semi and display volumes and lower pension and OPEB costs were offset by headwinds from softness in photovoltaic and higher raw material costs. Nutrition & Biosciences grew sales - grew net sales by double digits with price and volume gains in addition to the benefit from the acquisition of the FMC Health and Nutrition business, organic sales increased 4%. Nutrition & Health continues to see strong growth in probiotics with sales of more than 30% this quarter. Within industrial biosciences, top line growth in CleanTech and volume growth and bioactives were offset by lower production volumes in biomaterials, partially driven by Hurricane Florence. Segment operating EBITDA grew 33%, driven by portfolio benefits, cost synergies and volume growth. Safety & Construction organic sales increased 8% led by broad-based growth across industrial, personal and life protection and medical packaging, partially offset by softness in construction and U.S. residential markets. Our pricing strength continues to improve. In this quarter we delivered 2% growth. This was a result of targeted actions to drive value in use pricing across our portfolio. We look for this pattern to continue. Operating EBITDA for the quarter was up 10% as reported but up 20% when excluding prior year one time gains of approximately 30 million. Growth was driven by cost synergies, lower pension and OPEB costs and higher local price, partially offset by higher raw material costs and the absence of prior year one-time gains. Transportation and advanced polymers again delivered strong top and bottom line growth. The segment continues to perform well, driven by strength in automotive, which grew double-digits and again significantly outpaced auto builds. Our ability to sustainably deliver this type of above-market growth stems primarily from two factors, first is our leading position with key OEMs. Second, is our robust product portfolio, which enables both higher content per vehicle and biases our offering towards higher-growth areas of the industry including hybrid and electric vehicles. We also continue to experience growth within the electronics and the aerospace end markets. In addition to higher volume, we again benefited from pricing strength in our nylon products as tight industry supply dynamics supported our position with customers looking to meet strong market demand. Operating EBITDA margins expanded by more than 550 basis points to about 31% driven by sales gains, cost synergies and pension and OPEB benefits, partially offset by raw material headwinds. In closing, I am pleased with our businesses ability to execute on items that are benefiting all lines of our P&L through pricing actions, productivity initiatives, high-return capacity expansions and customer-driven new product innovations. This winning formula will enable us to continue to drive sustainable top and bottom line growth. With that, I'll turn it over to Jim to cover agriculture.
James Collins:
Thanks, Marc. Turning to slide 10. For Agriculture, our third quarter is mostly on the southern hemisphere and we finished strong. The two standout highlights were the 11% organic sales growth and the $134 million year-over-year improvement in operating EBITDA. I'm pleased with how well the team has executed particularly with our new product launches in crop protection. Let me break down that organic sales growth figure of 11%. Volume for ag this quarter was 8%, driven by Latin America and Asia Pacific and local price increased 3%. Our organic sales growth was largely driven by crop protection. Total sales, rose 2% with a negative currency impact of 6% and portfolio reductions of 3%. Our currency pressure came mainly from the Brazilian real, which went as high as 4.1 to the $1 at the time our seed selling season began. The portfolio change was a result of the Brazil seeds remedy, we executed last year to complete the merger. Our organic sales growth this quarter reflected the strength of new product launches, more normalized crop protection inventory levels in Brazil, and benefits in crop protection and an early start to the Latin America season for Seeds and Crop protection. Our Crop Protection business led the way with 17% organic sales growth. As expected, much of the sales gain came from volume, up 13% as we successfully launched several new crop protection products this quarter. Among the products driving our volume gains were the picoxy-based products such as the Vessarya, the leading treatment for Asian soybean rust in Brazil; Arylex, a new cereal herbicide in Europe and Pyraxalt, a novel insecticide for rice brown plant hopper control in Asia Pacific. We also saw strong growth in seed apply technologies with new launches of Lumisena. Last year's third quarter, crop protection inventories were unusually high and have now returned to more normal levels helping our volumes. Pricing in crop protection rose 4% as we responded quickly to fluctuations in the Brazilian real. We still expect currency to be about $100 million EBITDA headwind in the second half for the ag segment impacting seed more than crop protection. Organic sales for seed rose 1% on volume gains, despite an expected reduction in corn planted area and lower royalties. We continue to have good results and strong demand for our PowerCore and Leptra brand corn seeds. And we enjoyed an earlier start to the planting season. And I will also note that Pioneer Hi-Bred were awarded the first and second prizes in Mexico's – Congress for their extraordinary silos results. Price in seed was essentially flat with last year's quarter. The remedy loss subtracted nine points from seed with currency taking another six points for a total sales decline of 14% in seed. The ag segment operating EBITDA loss this quarter was $104 million, an improvement of 56% versus last year's quarter. The third quarter is our seasonal low point ahead of the southern hemisphere season that starts in September. The year-over-year improvement reflects cost synergies, sales gains, lower performance-based compensation, and lower pension and OPEB costs. These positives offset higher raw material costs and launch spending for our new products. We reaffirm our full year guidance of $2.7 billion of operating EBITDA consistent with what we said last quarter, including the earlier start in Brazil, which benefited the third quarter and continuing currency pressure. Turning to operational highlights, we have three worth calling out this quarter. First, we exceeded our commitment of reaching a 75% run rate against our goal of $1.1 billion in cost synergies by the first year since merge. This run rate illustrates that we have taken quick action and are tracking these projects rigorously. Consistent with the company's new synergy targets, we now project a total of 1.17 billion in cost synergies, an increase of 70 million. We expect to reach 100% of that higher goal on a run-rate basis by the third quarter of 2019. Second, we have advanced our new multichannel multi-brand strategy in the quarter. Realigning our global brand portfolio was necessary to better focus our product and service offerings to our customers. This strategy will expand access to the company's genetics, technology and traits across various agriculture distribution channels, including agency direct, retail, distribution and licensing. So far the response from farmers has been good and early indications are that we are making a smooth transition to the new brand structure. We launched our Brevant brand in Eastern Europe after having launched it in Brazil and Argentina earlier this year as part of our efforts to regain share lost from the seed remedy. We will delve deeper into this topic at Investor Day next week. Third, we filed the initial Form 10 for the Corteva spin. As promised, we will continue to update that document as more details become available. Overall, we are happy with the progress that the team is making towards separation. All the key projects remain on track as we advance towards June 1st. In closing, we are delivering results by optimizing our organizational structure and go-to-market strategies, successfully launching innovative new products targeted to customers' needs and maximizing efficiency and productivity. I'll now turn it to Jim to open up the Q&A.
Unidentified Company Representative:
Thank you, Jim. And with that let's move on to your questions. First, I'd like to remind you that our forward-looking statements apply to both our prepared remarks and the following the Q&A. Rochelle, please provide the Q&A instruction.
Operator:
Thank you. The question-and-answer session will be conducted electronically. [Operator Instructions] And our first question today will come from Vincent Andrews with Morgan Stanley.
Vincent Andrews:
Thank you and good morning, everyone. Maybe I could ask you to put the buyback $3 billion in the context, it feels more like the share prices. Why not – why wasn't it larger? Why did do your discretionary pension paying it now versus maybe doing a higher buyback now? And why not accelerate the share repurchase given where the stock is? Thank you very much.
Edward Breen:
This is Ed. Let me comment and maybe Howard wants to make a couple of comments also. Remember the share repurchase that we announced today we're going to accomplish that in literally the next five months pre- spin of Dow. So we'll be moving at a pretty good clip there. I would also say to you though we have the new boards of the three companies look at this but we're obviously going to talk about financial policy next week at our Investor Day for the three companies, so we'll get into more detail on that talking about dividend and all. But I can suggest to you that we will be very friendly remuneration companies to our shareholders and share buyback will also be a part of that. So I will look at this in the context of the next year and the opportunity we have to repurchase shares and have a nice dividend on each of the companies. The pension, I'll let Howard comment on that here, but it was very advantageous for us to do it at this point in time, and Howard why don't you give more details around that.
Howard Ungerleider:
Yeah, good morning, Vince, and it was really a combination of tax benefits as well as the value from the spread between the ERLA [ph] and the interest expense spreads. And so – and it was credit-neutral event. Because if you look at the capital structure slides in the deck, you'll see that the rating agencies look at the underfunded pension. So it was credit-neutral from that perspective and it allowed us to take a significant economic opportunity to create value.
Operator:
And next we'll move to David Begleiter with Deutsche Bank.
David Begleiter:
Thank you, good morning. Ed, can you and Jim discuss, the low guidance in Materials Science for full year? And then how much of that additional cost synergies are in the Materials Science going forward?
James Fitterling:
Yeah. I'll take it Ed. Good morning, David. Look I think the two big things that are on the radar screen for everybody in materials is just margin compression in isocyanates, which we've seen and also a little bit of concerns about what's going on with sub-costs as we look at the plastics chain. Just to give you a reference on the third quarter, we actually did better in plastics versus what the IHS forecast were out there in terms of margin compression considerably better. And we're starting to get synergies to roll through. I'll give you a quick plastics recon. Synergies in the third quarter were positive 87 million. We had a positive 80 from hurricane. We had lower start-up costs, so that was positive 66. We had positive 103 million from our Gulfstream investments, positive 15 from Sadara. Turnarounds and maintenance was a negative. So I had a couple of turnarounds and I had one unplanned event 70 million. And feedstocks were 231. So that's how you get to the third quarter results. Isocyanates saw some compression, still good margins. I think that these growth rates both PMDI and TDI will tighten up by mid-2019.
Howard Ungerleider:
David, this is Howard. And the only other thing that I would like to just add is if you look at it on a full year basis, the Materials Science division is up on an EBITDA basis, low teens percent. And so we feel really good about that performance.
Operator:
And next we’ll move to Jeff Zekauskas with JPMorgan.
Jeff Zekauskas:
Thanks very much. If you add back your pension contribution, you said your cash flow from operations was 1.9 billion. So what that means is that for the year even if you added back your cash flow from operations are down by about 3 billion. Can you talk about that differential why it's so much lower? And last year your cash flow from operations for the year were 8.7 billion. Where do you think you'll stand relative to that adjusting for your pension expense?
Howard Ungerleider:
Yeah, I think on a – good morning, Jeff. This is Howard. On cash from ops basis, I mean one of the big drivers is working capital. So we've been growing sales double- digit now every quarter since merger close. And it's just not possible to do that and not add some working capital dollars. But the team's very focused on efficiency. And if you look at the efficiency metrics for working capital Q3 versus a year ago our efficiency improved by a day, a little bit higher DSI, but offset by positive improvements in both DSO and DPO. When you think about it on a full year basis, I mean, if you just take street estimate of around $18 billion of EBITDA for 2018, you subtract out the interest expense the working capital investments the voluntary pension contributions, integrate one-time integration restructuring costs, you're getting cash from ops of around $10 billion. And if you subtract out CapEx, you're talking about free cash flow of around $5 billion.
Operator:
And next we'll move on to P.J. Juvekar with Citi.
P.J. Juvekar:
Yes. Hi. Good morning. Question on Ag for Jim Collins. Jim can you describe the impact you expect to see from a 4 million to 5 million acreage from soybeans to corn next spring? And then in your recent $4.6 billion charge that you took in Ag, you mentioned delayed product registration. Can you share some light on what else is getting delayed? Thank you.
James Collins:
Yeah. Thanks. Thanks, P.J. So it's a little too early to kind of nail on what we expect to see going into the 2019 in terms of acres. And we would be out selling right now normally. We'd a good look at our order book. But you're probably also keep in track North America harvest has been quite delayed. So our signal that we would normally have by now is a little be weak. That said, commodity prices on soybeans that pressure is likely to drive some higher corn acres. And historically our portfolio from a margin perspective and our ability to compete favors our strong corn market. So we expect to see that with other crops that we participate in a little bit too will benefit. We think some of that shift out of soy could be going into wheat and cotton, so it's a little hard to say. The flip side is as we seeing more acres going into Brazil, we have a very strong chemistry portfolio that I've talked about before. Our cocci-based products are industry-leading. So we expect to benefit on this soy shift in Latin America. In terms of the impairment and our registrations, the main one we were worth pointing was chrome another year delay not huge. But with the discussions going on with China, we would expect to not hear anything now until early 2019 in our ability to ramp up parent seed. We are out with limited commercial launch. So we're still demonstrating that technology to customers and we still see good yield advantage. So the other thing is some delays in being able to integrate some of that Dow trades into Pioneer germplasm especially with that list another delay in that and the final one we pointed to is we lost a registration in Europe far for the cocci for fungicide in wheat. And we're working with European Commission to get that registration back, but we're going to lose at least the sales season there.
Operator:
And next we'll hear from Christopher Parkinson with Credit Suisse.
Christopher Parkinson:
Great. Thank you. Within the specialty businesses there's been a lot of end market noise and even some investor fear just ranging from construction to semis to auto. Can you just parse out the key micro variables over the 12 -- next 12 months as you see and how you position for further growth? And then also if you just address the simple sources of the -- a 100 million synergy increase and give a quick update on your intentions for the broader portfolio realignment that will be greatly appreciated? Thank you.
Edward Breen:
This is Ed. Let me just make a few comments on trends and by it's always hard to say what the next 12 months will do, obviously. But if you look at the quarter that we just recorded, I'll not even go to guidance that we gave for the quarter we're now in fourth quarter. You know auto sales for us were up 10% even though auto builds were flat to down 1%. And by the way that continues trend we've had for almost three years now where we've had double-digit growth in auto. And it's because of the parts of the market that we participate in the lightweighting, electrification et cetera. So we're seeing strong demand there. Our China sales across the DowDuPont portfolio were up 18% and very strong. In fact it was double-digit growth in all three divisions by the way. So continuing strength there, our semi businesses Marc had mentioned was up nicely 3%. And our industrial sales across the platform were up 8%. So some of the areas I know others have been talking about -- we continue to see nice secular strength and in our part of the product portfolio that we're delivering to those markets.
Marc Doyle:
This is Marc. Let me just add a little bit more on the markets going into 2019. We are -- as I've said it's hard to predict the future, but we are expecting that electronics markets to be strong next year. We think semi will have another strong year next year. And as Ed indicated we think our auto growth will continue to be strong because we are better connected to key trends like auto electrification. And we're also expecting photovoltaic to rebound next year so that will be a positive tailwind next year for us versus this year.
Edward Breen:
I want to say something about those synergies. There's a question about the synergy breakdown.
Marc Doyle:
You know, I'd say just from a SpecCo perspective, we said that the breakdown of synergies would be about [ph] 100 for SpecCo. That mostly going to be driven by procurement savings and we'll see most of that add in the back half of next year. And so that maybe answers the question on the synergy.
Edward Breen:
And just a follow it, MatCo will have about 130 million extra synergies. Ag will have about 70 million in extra synergies. The bulk of the increased synergies and we've kind of highlight this before that we've been working on hard is in the procurement area. So that will start kicking in kind of depending on the division but kind of by midyear 2019 those extra synergies will be kicking in as it flows through our production facilities.
Operator:
And next we'll move on to John McNulty with BMO Capital Markets.
John McNulty:
Yes. Thanks for taking my question. I think in the remarks you indicated I think it was a $650 million raw material headwind that you were dealing with. I guess can you give us color as to where you're catching up on that where you feel like there's still more to go I guess especially in specialty business but even on the materials segment would be helpful.
Edward Breen:
Let me give you an overall though and -- Marc and Jim can comment on those the two divisions that you mentioned. I think look -- one of the highlights in the quarter was across the whole platform we had a 5% price increase. So we saw raw materials going up and our teams reacted very, very quickly. And with the products we have we were able to get price out of it. So to capture that kind of price across the platform I think really demonstrates the strength of the portfolio. So we were able to take that $600 million and really cover it and have great leverage to the bottom-line. I mean look our leverage hit the bottom line with 35% EPS growth was very significant despite that fact. And a lot of that was due to price actions that we did. Jim, do you want to comment specifically on that.
James Fitterling:
Out of those John out of those 600 and some-odd million $400 million of that approximately was within Materials Company, it's both hydrocarbons energy, but it is some non-hydrocarbons cost so just to other raw materials that we purchase. As I mentioned, 230 million of that was in plastics so you can see the rest of its in and largely in Performance, Materials, Industrial, Intermediates and infrastructure. Some of what happened in the quarter was you had a big spike at the end of the quarter in ethane. And as we know that was very short lived and that's come back down to kind of the $0.35, $0.40 range. And I think as we go forward you'll probably see that ethane in the $0.40 range for that quarter. Natural gas has come back off quite a bit. So natural gas, there's plenty of gas in the United States below 350 and plenty of gas at $3.1 million BTU. So that's to me means we're going to have good gas, good ethane, good propane position and that's our key feedstock exposure. So I think in the quarter as we saw the stock prices decline. There were some overreactions to what people were anticipating with some of those feedstock costs. And look that's why we invest to be able to navigate through that with feedstock price Howard do you want to comment also?
Howard Ungerleider:
Yeah, let me just add on the specs side. We had a little over 100 million in headwinds on raw materials. And it was distributed through the segments. The largest piece was within our transportation and advanced polymers segment. And there you can think commodity chemicals for monomers, for our polymers production. And we more than offset it at division level with pricing. So we felt pretty good about how we performed during the quarter.
Operator:
And next we'll move to Steve Byrne with Bank of America.
Steve Byrne:
Hi. I've got a question for James Collins just wanted to know how you're doing on trying to recapture some of that divested insecticide business. And then I'm sure you saw EPA blessed the camera tolerance technology last night. If you can ever get Chinese import approval on your less technology, do you think that market is going to be too penetrated to enter into with new technology?
James Collins:
Thanks Steve. So globally we've been working with our really strong insecticide portfolio as headlined by our Spinosa and Špinarová products and we've been working on debottlenecking manufacturing processes. So we have the volumes to be aggressive. And overall that's working quite well. And we talked about our insecticide volumes through the first half were up dramatically. And we continue to see that same trend for the second half of the year. So I feel really good about that. The other area we're focused on remedy recovery is certainly in our seed business in Latin America. And I feel really good about the way that team is executing. At least we saw a nice early start to the season. And the additional launches of our new seed brands like Brevant are giving us greater opportunity there. So overall really great shape in terms of the dicamba piece yeah the main news there was obviously the shortening of the window days after planning application window. And we're still excited about the Roundup Ready 2 Xtend technology and we still feel like it's very useful. That said, with Enlist in soybeans, we think we will benefit from may be a better advantage in terms of application flexibility. And we already know that in cotton, today, we have a strong advantage within Enlist and the flexible that growers have around application windows.
Operator:
And we'll move on to Jonas Oxgaard with Bernstein.
Jonas Oxgaard:
Good morning guys.
Edward Breen:
Hey Jon.
Jonas Oxgaard:
Two-part question if you don't mind. Ed you previously said that you were going to stay actively involved with all three companies. We saw the announcement on the Boards today and you're not on the Dow Board. So, first part is how are you planning to be involved with Dow after this spin? And the follow-up question is also on the Dow Board, there were a couple of Board members who are very close to that mandatory retirement age. How should I think about that going forward? Is that mandatory retirement age going to change or are they going to be basically interim members?
Edward Breen:
No, I think by the way on all three of the Boards, we'll have additional turnover here in the next year or two because of the -- and part of it because of the age limit you just mentioned. So, we're well aware that. Each of the three divisions is actually continuing to talk to other people about joining the Board. I wouldn't doubt by the way you see in another announcement from -- or two or three from us still that. If you kind of add up the list of what we announced today, you can see we're maybe one or two short in each of the Board's potentially from where we want to be including turnover because of the ages as you mentioned that we'll be having over the next year or so. So, we're clearly talking to a group of people still. I'm excited about some of the people we're talking to and skillsets that they have. So, we're not 100% complete there and yes, there'll be additional turnover that we're working on. As far as my involvement, I am -- as you can see from today's announcement, I'm going to be on the Corteva Board, Executive Chair of DuPont. And I think my comment back when I made was I'm going to stay actively involved to help these companies out. So, I think that's the best area for me to be involved. And Executive Chair will be a full-time role, so I'm going to be very, very busy doing that. I feel very good about the Dow Board and the additions that we made. I think they are awesome addition to the business. And I also feel very, very good about where the Dow Board is -- and the management team is headed with the business. I think the focus around capital spending on their D&A levels. By the way, they're going to crush it this year on that, they're going to be $550 million below, no big greenfields come. I think the way Jim Fitterling and the team are managing the business is just very, very different as we move forward here over the next few years. And I think you're going to see great returns out of that business. And I think you're going to see great returns out of the other two businesses the way we're managing them. So, I'm pretty excited about the future for all three.
Operator:
And next we'll move to from Arun Viswanathan with RBC Capital Markets.
Arun Viswanathan:
Thanks. Good morning. Just wanted to go back to some of the commentary on materials though. Jim you mentioned that you'll see that $0.40 range or so on -- you also mentioned that isocyanates and MDI could improve by mid-next year. Maybe you can just give us a little bit more detail on both of those and also your outlook on polyethylene you have some recent nominations and also the pullback in ethane? Thanks.
Edward Breen:
Yeah. Sure. On isocyanates MMDI is tight. PMDI is a little more well supplied right now. But at these growth rates, it's going to tighten up by mid-2019. And what you had in the first half of the year with the big spike in PMDI pricing and MMDI pricing was because you have some unplanned outages that we’re in the marketplace as well. And so those are not easy technologies to run so sometimes things happen to tighten those markets up. PDI is in a similar situation with PMDI. The other thing I would say is the growth in the business is really heavily shifting towards systems and so if you look at systems and this is where isocyanates get consumed. You're talking about double-digit growth rates whether it's systems going into automotive applications, insulation applications, energy efficiency, food value chain, food storage, comfort and to new materials they're all good demand growth. So I think you're in a very short shallow adjustment period here to new capacity with some of it includes the Sadara capacity that we brought on. Polyethylene, look as I said relative to the IHS estimates, we ended up in a much better place in the third quarter there. There are some predictions out there that everything's going to collapse. I'm not sure that I believe that. We've seen that inventories are relatively under control they're actually down at the end of the third quarter slightly. So inventories are 42 days. And that's basically what you need to run the supply chain. So there's no massive issues there. Operating rates on polyethylene are tight. The new polyethylene capacity is coming on that will tighten up ethylene a bit. We needed ethylene to tighten up a bit and I think you'll see that start to happen. And most of that ethylene link has been in the U.S. So I think there's some concerns that people have about China and China demand. As Ed said, DowDuPont was up 18% in China this quarter. Materials was actually up 20%. So we're still moving a lot of material into China and the demand is good. So I think some of that pessimism is a little bit overblown. Operator And John Roberts with UBS will have our next question.
John Roberts:
Thank you. The industrial intermediates volume growth of 14% include a significant benefit from distribution from Sadara. But you didn't mention any Sadara income there like you did with the Plastics segment. So is all of the Sadara equity income being booked in plastics even though the Sadara division sales are spread across the segments?
James Collins:
Yeah. John, this is Jim. Sadara was positive in plastics this quarter. It was not slightly negative in the Polyurethanes space. It wasn't good industrial intermediate. It was a slightly negative in the Polyurethanes space mainly because we had isocyanates units that was done in the quarter and we did that because we are making some mechanical adjustment to get ready for the Lenders Reliability Test which is underway right now. So that was planned that was just something that we needed to get done so we had a good shot to pass this test. Otherwise I think you'll see good rates through the fourth quarter and you'll see some improvement there.
Operator:
And moving on we'll hear from Frank Mitsch with Fermium Research.
Frank Mitsch:
Hey, good morning, folks. Hey, Jim just to follow-up on integrated polyethylene margins and your comments before that you exceeded the IHS margin forecast in Q3. And in your supplemental slides you talked about the U.S. and European integrated polyethylene margins down greater than 50%. Obviously it sounds like you don't believe that. Can you kind of ballpark where you think that might settle out? And actually more importantly what is your expectation as we head into 2019 for the integrated polyethylene margin? Thanks.
James Fitterling:
Welcome back Frank. I think couple of things factor in here. One of them is mix. One of the reasons we did better than the IHS forecast was product mix. I think the IHS forecast kind of attributes quite a bit of our mix to commodity materials. And so they don't account for things like double-digit growth in elastomers and how much elastomers mix we've got. And the investments that we've made in both Sadara and in the Gulf Coast to grow that elastomers business. So we're continuing to shift mix as we make those investments. And that helps feedstock advantage health in the quarter because we are able to use flex in the quarter in Europe and that's an advantage to us. So you can see that in the pure comparisons. And then geographic mix, we're obviously growing share in Asia. We were growing share in Africa. We’re growing share in India, Middle East. So those are all helpful to us. We get synergies. So synergies are going to continue to accrue into next year. Our volume growth and the margin on that volume is offsetting obviously some of the compression that you've got across the rest of the base. And we're continuing to keep the focus on making sure that we're getting the right nominations out there on the pricing. So I think we ended up probably half the Delta of the IHS what they anticipate that the margin compression was going to be in the third quarter. That might be a good barometer on how you look going forward. I think we’ll tighten up obviously what's happened with ethylene is you've got ethylene and PE kind of out of balance with each other. They’re both running at high rates. They’re in the 90% to 95% operating rates. So I think what you'll see is a couple of polyethylene units come up as I’ll tighten things up across the board and through the early part of next year, we’ll be kind of short and shallow compression here and then we’ll come out of it.
Neal Sheorey:
Thanks Jim and thanks everyone for joining us to DowDuPont. We appreciate your interest in the company. As to your reference, transcript will be posted on DowDuPont’s Investor Relations website later today. I'd also like to remind you that our Investor Day will be held next week on the afternoon of November 7 and also on 8. These events will be on video webcast. And all materials will be made available on the new DowDuPont Investor Relations website. And with that we conclude our call.
Operator:
And that will conclude today's call. We thank you for your participation.
Executives:
Neal Sheorey - IR Ed Breen - CEO Howard Ungerleider - CFO Jim Fitterling - COO, Materials Science Jim Collins - COO, Agriculture Marc Doyle - COO, Specialty Products Greg Friedman - VP, IR
Analysts:
David Begleiter - Deutsche Bank P. J. Juvekar - Citi Jeff Zekauskas - JPMorgan Vincent Andrews - Morgan Stanley John McNulty - BMO Capital Markets Christopher Parkinson - Credit Suisse Steve Byrne - Bank of America Arun Viswanathan - RBC Capital Markets Jonas Oxgaard - Bernstein Research John Roberts - UBS Hassan Ahmed - Alembic Global Kevin McCarthy - Vertical Research Partners
Operator:
Good day and welcome to the DowDuPont’s Second Quarter 2018 Earnings Call. [Operator Instructions] Also today's call is being recorded. At this time, I would now like to turn the call over to Neal Sheorey. Please go ahead, sir.
Neal Sheorey:
Good morning, everyone. Thank you for joining us for DowDuPont’s second quarter 2018 earnings conference call. We are making this call available to investors and media via webcast. We have prepared slides to supplement our comments during today’s conference call. These slides are posted on the Investor Relations section of DowDuPont's website and through the link to our webcast. Speaking on the call today are Ed Breen, Chief Executive Officer; Howard Ungerleider, Chief Financial Officer; Jim Fitterling, Jim Collins and Marc Doyle, Chief Operating Officers for DowDuPont's Materials Science, Agriculture and Specialty Products divisions respectively and Greg Friedman, Vice President of Investor Relations. Please read the forward-looking statement disclaimer contained in the news release and slides. During our call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risk and uncertainty, our actual performance and results may differ materially from our forward-looking statements. Our 10-K and each of Dow's and DuPont's 10-Ks include a detailed discussion of principal risks and uncertainties which may cause such differences. Also, we will comment on segment results on a divisional basis. So please take note of the divisional disclaimer in our earnings release and slides. Unless otherwise specified, all historical financial measures presented today are on a pro-forma basis and all financials where applicable exclude significant items. We will also refer to non-GAAP measures. A reconciliation to the most directly comparable GAAP financial measure and other associated disclosures are contained in our earnings release and on our website. I will now turn the call over to Ed.
Ed Breen:
Thanks, Neal and good morning, everyone. As you saw, we had a strong second quarter. The highlights were that we grew sales, volume and operating EBITDA by double digits percent and we delivered local price gains and operating EBITDA margin expansion. We are delivering growth in each division, due to a combination of strong global demand and innovation. These are key indicators for me that our business focus and our people are making a difference in the marketplace for our customers and for shareholders. Net sales grew double digits percent in every division, and we were up in every region. Growth was fueled by broad based volume gains, enabled by capacity expansions from our US Gulf Coast and Sadara investments, benefits from the recovery of Ag sales due to weather-related delays last quarter, and pricing strength. This is the second quarter in a row that we see synchronized growth in our end markets. We also continued to benefit from cost synergies. We realized more than 375 million of savings in the second quarter. Savings since the merger closed total nearly 900 million. Examples of our cost synergy work include renegotiating procurement contracts, streamlining manufacturing operations and rightsizing our organization. Most of our nearly 900 cost synergy projects have been initiated. Based on our progress so far, we are increasing our year-over-year savings target to 1.4 billion, up more than 15% from our previous target. And we remain on pace to deliver our target of 3.3 billion on a run-rate basis at the end of two years. We’re seeing benefits in our gross margin, which was up this quarter, despite raw material costs; and we’re seeing it in SG&A, which declined as a percent of sales. I am very pleased with the progress our teams are making with synergies, while continuing to run the business well. Now I will turn to the status of the intended separation and spins, on slide 3. Since our last call, we have made substantial progress determining the capital structures of each of the spins. We expect to share our capital structures at our investor events this fall. We also made progress this quarter with the other items you see on the timeline. We remain confident that the new Dow will separate by the end of the first quarter of 2019, and Corteva by June 1, resulting in the creation of new DuPont at that time. We expect to file the first Form 10 for Dow in September and the initial Form 10 for Corteva by the end of October. Our teams are getting excited about this as the date gets closer and they can see the opportunities ahead for themselves, as more focused companies and leaders in their industries. We have made strong progress with building out the three advisory committees, announcing ten new members since our last earnings call. The addition of these high quality leaders strengthens the focus of each committee and the diversity of perspective within them. We intend to announce the leadership teams of Corteva and DuPont next month. Also, on July 1, we completed the handover of the management books and operational control of the Hemlock Semiconductor JV to Specialty Products. This completes the transfer of the 2.4 billion in EBITDA resulting from the portfolio realignment we announced last September. Starting with the third quarter, the results of the JV will be aligned with Electronics and Imaging. And we will provide you with a recast of our historical results to reflect this reporting change. I also recognize many of you are interested in our views on the potential effects of tariffs that took effect, July 6. We support fair trade and continue to work with all stakeholders to find effective and measured solutions to unfair trade policies. We have completed an analysis of the potential impact, and continue to expect that tariffs will not have a material impact on the company in 2018, partly due to mitigation actions we have already taken and partly due to our global asset base. On the Ag side, we recognize that trade tensions have increased volatility in agricultural commodity prices, and have amplified market reactions to very highly rated US crops. We can also see that global markets are already adjusting to the current landscape. US soybean exports that would normally go to China are simply being shifted to other countries, as reported by USDA. That said, we will continue to monitor events as they unfold and take actions to mitigate any potential impacts. With that, I’ll turn it over to Howard to cover our financial performance in more detail, as well as our outlook.
Howard Ungerleider:
Thanks, Ed. Moving to slide 4 and a summary of our second quarter results. We once again grew earnings per share, net sales and EBITDA, each by double digits. Drivers of the 41% EPS increase include
Jim Collins:
Thanks, Howard. Turning to slide 7, I’d like to start with the highlights of the Ag division for the second quarter, and then recap the first half, as we’ve largely closed out the planting season in the Northern Hemisphere. Agriculture’s second quarter was very strong, with double-digit sales and operating EBITDA growth. The sales progression this quarter played out largely as we expected. You may recall that when the quarter began, unseasonably cool weather had pushed planting progress in the Northern Hemisphere three or four weeks behind. By early May, the weather warmed up, and field conditions became favorable for planting. Farmers showed an impressive ability to bring planting rates back up fast. By mid-May, rates in the US had returned to normal levels and by late May, corn planting was essentially complete. Now, field conditions have remained generally favorable since then, and forecasts for yield show that most farmers should have a good harvest again this year, despite the late start for most parts of the country. We were pleased with the way our teams came together to quickly deliver our products to customer. We achieved volume gains of 20%, as we successfully recovered all the sales that had been delayed. Let me touch on three other highlights of the quarter. First, we achieved local price gains, driven by continued penetration of new corn hybrids and A-series soybeans. Second, we delivered nearly 20% growth in insecticides, with better supply due to work on debottlenecking and productivity, and new product launches. Third, we continued to make progress toward our cost synergy target, while advancing our growth synergy work. While soybean royalty costs rose in the quarter, this was expected as we increased the penetration of RR2Xtend soybeans. Meanwhile, we continue to improve our germplasm, work on the efficiency of our supply chain to bring unit costs down, and advance our pipeline of new products. We continue to position our products as priced for value, and did not see any heavy discounting in the current season. It’s important to note that our new product pipeline is the best it has ever been, and we expect to launch 21 new seed and crop protection products over the next five years. In fact, since our last earnings call, we were encouraged to receive approval of the active substance, Inatreq, for use in the European Union. This innovative product offers a new mode of action to control Septoria, a disease that has been reducing wheat yields in many parts of Europe. Inatreq is produced by fermentation and is derived from natural sources, which we believe will appeal to many farmers in this market. This example reinforces our continued leadership in bringing naturally derived products to the marketplace. Turning to our performance for the first half, the Ag division’s sales were nearly flat, as local price and currency gains were offset by volume declines. The causes of the volume pressure were two-fold. First, North America saw a reduction in corn and soybean planted area. This reduction impacted both seed and crop protection sales. Second, the delayed summer harvest shortened the safrinha season in Brazil, resulting in lower planted area as well as a shift toward lower technology corn as farmers acted to minimize the impact of lower yields, given the reduced growing time. Given these factors, we see operating EBITDA of about 2.7 billion for the full year, up 4% versus 2017. To support our growth strategy, we continue to invest in product launches and building out our digital capabilities. We see strategic value in expanding our own use of technology in the research process, as well as expanding our digital offerings to provide a more complete product for our customers, including both agronomic and farm management solutions. At the same time, we are building out our multi-brand, multi-channel strategy. For example, this past quarter, we introduced Brevant brand of seeds in Russia and Ukraine, and this fall, in addition to launching Brevant in Brazil, US farmers will see strategically important shifts in our brand strategy when we present next year’s seed line-up. Corteva is well on the path to becoming an increasingly innovative Ag company. We are excited about our future as a focused, pure play Ag company, a trusted partner that offers farmers the right products for the right acres. And we are committed to bring to the market ever better ways for farmers to drive their productivity, while creating higher value for shareholders. With that, I’ll turn it over to Jim to cover Materials Science.
Jim Fitterling:
Thanks, Jim. Moving to slide 8, Materials Science delivered another stand-out quarter. Our results demonstrate the mindset and the sharper focus of the New Dow, a more agile and disciplined enterprise where value growth is and will remain Job number one. Our performance also speaks to our ability to play to our core strengths moving closer to the customer in our targeted market verticals, maintaining our position as a best-in-class operator, and driving an optimized cost structure. I’ll start with the division highlights. We achieved double-digit top-line growth, led by broad-based demand in our core end-markets of consumer care, infrastructure and packaging. And our growth projects delivered organic expansion. Our EBITDA grew even faster year-over-year, as we again delivered ahead of plan on our cost synergy targets. And our equity earnings showed strong improvements, driven by the Kuwait joint ventures and Sadara. We delivered these results despite higher raw material costs of more than $400 million, and a $100 million impact from higher planned maintenance activity. Our growth projects were very important contributors to the quarter. I’ll start with Sadara. The JV delivered another 82 million of year-over-year equity earnings improvement, bringing the first half benefit to about 160 million. Nearly two-thirds of this improvement shows up in Industrial Intermediates & Infrastructure. Looking to the back-half of this year, we will begin to lap the full commercial operations of this complex. But the JV remains on track to deliver its 200 million equity earnings improvement this year. Switching to our US Gulf Coast investments, our new Texas-9 ethylene facility and our ELITE, NORDEL, and low density facilities are all running well and contributing to the bottom-line. Up next, our bimodal gas-phase debottleneck at our St. Charles site is expected to be completed in the fourth quarter as part of a planned turnaround of this unit, which we shifted to later in the year to take full advantage of the strong demand in the first half. And our new high melt index elastomers unit remains on track for startup by year-end. We’re also underway with our next wave of incremental projects. We recently began construction on the expansion of our new Texas-9 ethylene facility, which will increase its capacity to 2 million metric tons, making it the largest in the world. This expansion will support our derivatives, as well as MEGlobal’s new capacity being built next door. And as such, the cracker expansion will come online in late-2019, aligned with the downstream derivative needs. Turning to the business performance in the quarter. Performance Materials & Coatings achieved an operating EBITDA growth of 5%, led by local price gains. Excluding an asset sale in the year-ago period, EBITDA rose about 15%. Disciplined price/volume management delivered sales gains in both businesses and in every region. Consumer Solutions again delivered double-digit sales growth, on gains in upstream silicone intermediate products and continued acceleration of our growth synergies. Industrial Intermediates & Infrastructure increased operating EBITDA by more than 60%. Broad-based demand growth, pricing actions, cost synergies and improved equity earnings in both Kuwait and Sadara drove strong results in the quarter. Our continued focus on operational and commercial execution enabled us to more than offset higher raw material costs and increased planned turnaround activity. Both our Polyurethanes & Chlor-Alkali Vinyl business and our Industrial Solutions businesses delivered double-digit sales growth, with gains in all geographies. Demand growth was particularly strong in Asia Pacific, due to the contributions from new capacity at Sadara. Customer wins in our Polyurethanes systems house applications also drove our growth. The Packaging and Specialty Plastics segment grew operating EBITDA 14%. The drivers were broad-based local price gains; robust volume growth, including the new capacity from our growth projects; higher equity earnings; lower startup costs; and cost synergies. These more than offset the increased raw material costs and higher planned turnaround activity. The Packaging and Specialty Plastics business grew volume by a solid 9%, with gains in all geographies. The broad-based demand strength that we captured was led by double-digit gains in food and specialty packaging, industrial and consumer packaging and rigid packaging end-markets. The business also benefitted from double-digit gains in elastomers and high-single-digit gains in wire and cable. To sum it up, Materials Science which will be the New Dow in about eight months’ time demonstrated the value growth that we can deliver through our focused portfolio, operational excellence, unique solutions and organic growth investments. This marks the 23rd consecutive quarter of year-over-year earnings growth, delivered by the new Dow team. The core business is capturing demand growth well above GDP, our investments are delivering top- and bottom-line gains and we continue to prudently manage our cost structure. As we look ahead toward spin, I look forward to sharing more details in the coming months about our well-defined strategic roadmap. We have an exciting ambition that is geared toward enabling higher return on capital, increasing free cash flows and greater shareholder returns. Now, I’ll turn it to Marc to cover Specialty Products.
Marc Doyle:
Thanks, Jim. Turning to slide 9, Specialty Products again achieved double-digit top- and bottom-line growth in the quarter. We continue to deliver results through customer focused application development, powered by our innovation engine and strong customer relationships. Our integration of the FMC business into the portfolio is complete, and we continue to advance both our cost and growth synergies from the powerful combination of the three businesses. The division reported double-digit net sales gains, with Transportation and Advanced Polymers leading the way with organic sales growth of 11%. Operating EBITDA for the division also grew double-digits, with gains in most segments. In fact, operating EBITDA margins expanded by over 280 basis points as lower pension/OPEB costs, higher demand, cost synergies, and increased local price more than offset rising raw material and freight costs. Turning now to the segments in Specialty Products. Electronics and Imaging net sales and operating EBITDA declined due to portfolio actions taken in 2017. Excluding this, both net sales and operating EBITDA increased. Semiconductor and consumer electronics end markets remain robust, and our demand growth continues to outpace the market. Strength in these areas was partially offset by lower photovoltaic sales, which were negatively impacted by reduced PV incentives in China. Excluding prior period portfolio actions, operating EBITDA improved as volume growth, lower pension/OPEB costs and cost synergy delivery more than offset higher raw material and freight costs, and increased spending for growth investments. Nutrition & Biosciences grew net sales by double-digits with price and volume gains in addition to the benefit from the acquisition of the FMC Health & Nutrition business. Organic sales were up 5%, representing growth in both the Nutrition & Health and Industrial Biosciences businesses. Nutrition and Health sales gains were primarily driven by areas in which we are investing such as probiotics and pharma excipients, attractive businesses with solid growth characteristics. Industrial Biosciences sales growth was driven by Clean Tech from alkylation and acid equipment sales, microbial control, and bioactives. Operating EBITDA grew in the mid-30s percent range driven by portfolio benefits, cost synergies and volume growth. Transportation & Advanced Polymers also grew net sales in the double digits, and operating EBITDA grew nearly 50%. This segment continues to outperform, driven by strength in automotive, which grew double-digits and again significantly outpaced auto builds as well as in electronics and aerospace end markets. Additionally, we benefited from pricing strength in our Nylon products as tight industry supply dynamics supported our position with customers looking to meet strong market demand. Operating EBITDA margins expanded by more than 600 basis points to 30%, driven by sales gains, pension/OPEB benefits, currency, and cost synergies. Safety & Construction net sales increased, driven by strength in construction markets in the US and Canada and industrial applications. The segment increased local price as well, with gains across all businesses. Operating EBITDA increased 30% as lower pension/OPEB costs, execution of cost synergies, volume growth, and favorable currency more than offset higher costs, including higher raw materials, as well as freight costs in the US & Canada. Looking ahead, we continue to advance our high-return capacity expansions across the portfolio. The probiotics expansion remains on track to be completed by the end of the year and we recently announced the Tyvek expansion aimed at high-growth end-markets. Additionally, we are increasing polymer extrusion capacity in Asia Pacific to address demand in the automotive light weighting market. We are also executing on our asset reliability program to enable sustainable supply and drive margin expansion. In addition to internal actions being taken to drive profitable growth, we will also continue to pursue portfolio actions to improve our underlying business, as reflected in our decision this past quarter to exit the European Styrofoam business. This transaction is expected to improve both margins and top line growth and should close by year end. I’ll now turn it over to Greg to open the Q&A.
Greg Friedman:
Thank you, Marc. Let’s move on to your questions. First, I would like to remind you that our forward-looking statements apply to both our prepared remarks and the following Q&A. Rachelle, please provide the Q&A instructions.
Operator:
[Operator Instructions] And our first question today will come from David Begleiter with Deutsche Bank.
David Begleiter:
Ed, you increased 2018 cost savings by a little bit. Why did you increase the full $3.3 billion of cost savings target?
Ed Breen:
David, we’re still working on that and we have not given up on, looking at potential increase there. One of the areas we're going back on is the procurement area, which you know is a big chunk of where we got savings, two-thirds of our projected savings on the 3.3 is coming from kind of the COGS area and so we're taking another run through that and I would hope we have some opportunity there. So we'll address that the next time we speak publicly, but what we have been able to do, as we mentioned in our comments is we have almost 900 projects, almost all – last quarter, by the way, we had about 75% of them being worked on. Now, we're literally about 95% of them are already either initiated or finished or well on their way. So, we've just been able to really expedite and kind of move the timeline up on it. So, it was really a move up of some of the 3.3 to get that extra 200 million in here, but again, we have -- we're not giving up that we could maybe get that number higher and we’re working real hard on it.
Operator:
And next, we’ll move to P. J. Juvekar with Citi.
P. J. Juvekar:
So in specialty plastics, your price was up only 1%, despite strong polyethylene prices in the US since last year and because of the hurricanes and all that. So, is it polyethylene price outside the US that is impacting that or something else? And then Jim, as this cracker start up in the US, including your Texas line, how do you see the shape of the cycle in second half and then going into 2019?
Jim Fitterling:
This is Jim. So on plastics, well, we did see good volume and good price in North America. We also saw some softening in Europe so chain margins were down a bit in Europe and I think with the third of our business based over there, that pulled things down a little bit and I would say Asia Pacific held up, I would say, kind of flattish for the quarter, so it's mostly volume growth that you see coming through there. We had $400 million of higher raw material costs, so you've got some margin compression push on the raw materials side, but I'm not worried about volume growth. In plastics, volume growth is very robust and it's across the board, all the segments are growing strong. As the ethylene cycle goes, ethylene is a little bit disconnected right now, just in the United States, Gulf Coast, because there's not enough derivative demand or supply there to convert it. And so, I think as the year progresses, you're going to see some of that balance out in the short term. You’ve seen some people turn down higher cost ethylene derivatives, because there's really not much capacity to move it out. So I think when you look at it, you've got to look at full plastics chain margins, not ethylene. There really isn't much of an ethylene merchant market that's going to make this swing.
Operator:
And next, we’ll move to Jeff Zekauskas with JPMorgan.
Jeff Zekauskas:
At the end of 2017, you forecasted your EBITDA and you thought that Ag would be up high-teens percent and the materials company would be up sort of mid-single digits to high single digits. And so now things look different to where Ag is up mid-single digits and the material sciences company is mid-teens. And so what that means is that the Ag EBITDA is falling short of the original expectation by about 300 million, 250 million or 300 million and the materials science’s EBITDA is better by, I don't know, 800 million. Can you describe how your business has performed relative to your original expectations, so that you can give us a sense of why Ag is lower and materials sciences is higher? Is it all external factors? Is it internal factors? How would you describe it?
Ed Breen:
Yeah. Let me hit Ag, and Jim Collins, if you want to jump in, fine. I mean, it's really the Ag story is -- let me hit the first half. We actually did a little better in the first half than we were thought we were going to. We made up the whole shift from first quarter, second quarter and you might pick a different number, but on my mind, we did another 70 million, 80 million of EBITDA over that shift. So we had good real robust shipments with our crop protection business. That was up 20%. So I think we ended the first half really kind of solid relative to what we thought at the beginning of the year. The issue in the second half is all externally related, it's currency, as you know, the Brazilian real has taken a major move here in the last couple of months, so that's a major piece of it and so we're forecasting these higher rates for the rest of the year, who knows if that holds. And then secondly we've got to shift, as everyone has talked about from corn to soy, which hurts us a little bit obviously as we go into Latin America season. So that's really the two things that changed that number around. Jim, do you want to add anything else?
Jim Collins:
Yeah. Jeff, let me add one more thing. When we’ve built the original plan for 2018, you'll know based on USDA reports that we had a reduction of corn acres in North America and a reduction in soybean acre. So if you think about this lower number, about a third is attributed to just lower acres, a third is the currency that Ed mentioned and then everything else, the other third is kind of that shift from corn to soybeans anticipated in Brazil, along with the market hold that we talked about in the first quarter. There are some other minor things like freight and some raw material increases in there, but I'd say those are the major ones.
Ed Breen:
Jim Fitterling, do you want to address MatCo?
Jim Fitterling:
Yeah. I think Jeff on Matco, in the second half, we had we had a couple of major turnarounds in the second quarter. So in turn news and then also down in Freeport and so as we get through that in the second quarter, you should see some positive impact of that plus the fact that we’ll have less turnaround costs in the quarter. I do expect we'll still have some raw material headwinds coming at us, but I think the volume growth is good and we still got some year-over-year improvements on the new capacity growth. And then by fourth quarter, we're going to have the St. Charles gas phase de-bottleneck done. That's about 125,000 tons of additional capacity in St. Charles and then we're going to have the new plant coming on, coming on in the fourth quarter.
Howard Ungerleider:
And I think just maybe, Jeff, this is Howard, to add a little bit more color on MatCo. When you look at, your analysis is right, you think about what the key drivers are, it was broad volume growth, so 10% volume growth in the first half or in the second quarter I should say, local price up 5 as well. The equity earnings, both the Kuwaiti JVs and the Sadara JVs were better than expected and then we did get a little bit of help as well from the favorable currency.
Operator:
Next, we’ll move to Vincent Andrews with Morgan Stanley.
Vincent Andrews:
Ed, you mentioned when you were going to talk about capital structure and so forth, but when do you think we'll sort of get a finalization of personnel and roles and so forth and I noticed you've added a bunch of people to the advisory committee, are those presumably going to be board members on the different companies and are any of them subject to maybe joining in an operational role?
Ed Breen:
Yeah. So we announced 10 new board members across the three divisions. They will become the permanent board members of each of the committees we announced them on. You probably will see two or three more members join the different boards that we still have to add to. So we're diligently working on that and interviewing and talking to people now and by the way who we're talking to are some really high quality talented people, so I'm really thrilled that we'll have that process done very shortly. And probably just to add to that, all three of the boards are just meeting during the last couple of weeks to go through two-day strategy session. So our new members are now attending. So they're going to be well up to speed once we get to the spin of the business. They will not be new at it. So we've really worked out a nice process there. We are going to announce the management teams of DuPont and of Corteva in the month of September. We've always stated that's about when we would do with the 6 to 8 months kind of before the spin. So we're going to be ready to do that. You'll see that come out. And then as far as capital structure, we're in very good conversations with the rating agencies, but it is a process and we're hoping to conclude that in kind of the earliest fall range and then we will talk in detail about that. We're planning on doing the three investor days or half days later in the fall. We'll get a date out on that very shortly, so we’ll do one for MatCo and one for SpecCo and one for AgCo. And we’ll be able to talk about all that at that meeting.
Operator:
And next we’ll move to John McNulty with BMO Capital Markets.
John McNulty:
Maybe tied to that, if it turns out after these discussions with the rating agencies that you have some excess flexibility or cash flow at your disposal, I guess, when you think about it, is it more valuable to you to be putting it into the current stock, because I think you've certainly been vocal about it being undervalued or is it more important to leave it to the specific businesses, so that they have flexibility when there's out, whether it's for M&A, buybacks or what have you, can you give us some thoughts on that?
Howard Ungerleider:
Let me give you a leaning, but I would preface it with saying, that is a board decision, but I would think if we're sitting on excess cash at these kind of stock prices, I think share repurchase would be something we'd be very interested in. I think Howard mentioned in his remarks we are going to do another billion share buyback this quarter, so it's something we will sit down with the board and look at. And let me add a second point, the capital structures I think were very comparable, we're going to get to where we need to be from our preliminary conversations and I think we’ll be healthy in the ranges that we told you we're going to be. And so I think we know we'll have some flexibility with where we're going to get rated anyway, so therefore, maybe another way of saying, it is the need to sit on a lot of cash is not something we need to do from a flexibility standpoint. We will have flexibility for these three companies going out. So we'll be able to address that in the near future.
Operator:
And next, we’ll move to Christopher Parkinson with Credit Suisse.
Christopher Parkinson:
Can you just give us an update on your portfolio review within specialty products and any incremental plan divestitures and just how you’re thinking about the management of these separate portfolios going forward? And just also, can you just give us any insight on whether or not you believe that investors are giving you adequate credit for these efforts?
Ed Breen:
Well, I mean, let me hit the portfolio and I’ll let Marc to jump in on it. We've already -- we've stated many times in specialty that we're going to divest 5% to 10% of the portfolio, it's not where we see the highest future returns in the business and/or the growth rates that we want, which I guess translates in to returns also. And one of the things Marc highlighted in his prepared remarks was, we just did announce the divestiture of the styrofoam business in Europe. That was about 220 million of sales. So there's 1% out of the portfolio right there. And by the way when you take that out, the safety and construction margins go up a full 100 basis points just with that move, and all by the way, that business happen that low returns. So, they’re an action. We will try to take a couple more actions, pre the spin, but quite a few of the actions we want to take are going to have to be post spin because our teams are so tied up, making the spins happen, the same people that work on the CARs and all the legal entity work and all to do that. So you might see one or two other announcements from us, but the bulk of them will be right afterward, but we have Marc teed up with the board, they understand what we want to do and on that front and we're ready to go.
Operator:
Next, we’ll move to Steve Byrne with Bank of America.
Steve Byrne:
On Corteva, now that the North American selling season is over, should we expect an acceleration in the cost cutting efforts in that business and any structural changes between the two big Midwestern campuses that you have on that and if you could just comment on your strategy on gaining market share with those legacy, what is enabling that market share gain?
Howard Ungerleider:
Thanks, Steve. As we've always talked about cost synergies in the business, we said that they were a bit back end loaded in Ag in the second half of 2018 and we’ll continue to see those into 2019. Most of that back half loading though is related to COGS. As we significantly restructured our seed production footprint in both North America and Latin America. The crop that we're planting right now this year will benefit from a cost of goods, as we condition it in the fourth quarter and get ready to sell that in fourth quarter and on into the first part of 2019. So a lot of that back end loading, all of those other areas that we talked about, we jumped on those really, really quickly in the end of ’17 and early ’18. So we're pretty well set with our footprint. That said, there's still some areas that we're looking at, some of the other corporate areas, as we begin to get ourselves ready for spin and we start to set up a fully functioning finance, HR, IT, tax, treasury organization, we'll have some opportunities to continue to fine tune, as we go forward. You mentioned the insecticide, so you saw in our results in second quarter, we had 20% growth year-over-year. That's high teens percent growth through the first half year-over-year and that is related to a few areas. First, it's de-bottlenecking of our manufacturing facilities, these fermentations, much higher productivity, which has given us supply that we just never had before. Second is better positioning of our products in the marketplace going head to head with some of the other competition, that's out there. And yeah, it's a sales organization that's really focused now on some of these key high value specialty markets. And I wouldn’t say regaining share, I would say establishing the right presence for those products, the product line in in the marketplace. If you think about our second half, that growth that you asked about is also coming from a few other products. It's coming from Vessarya, which is going to be the premier Asian soybean rust fungicide in Brazil and with some of the excitement that we're feeling in Brazil with soybean acres, we should benefit from that. We're also launching the cereal herbicide that I talked about and then really exciting, a brand new product in the industry in rice in Asia, Parexel, which controls the pest that nobody else really gets at. So, we’ve talked about having the best pipeline in the industry and we've talked about that pipeline starting to deliver, it’s really showing up in our results.
Operator:
Next, we’ll move to Arun Viswanathan with RBC Capital Markets.
Arun Viswanathan:
I just wanted to go back to the Form 10s and the split timeline. I was just wondering if there's been any progress on potential further splits and if that's even an option or if that would change the ownership structure, specifically thinking about the four units within specialty, is there any possibility that you could potentially look at spinning out nutrition or electronics on their own earlier than expected?
Ed Breen:
Yes. Thanks for the question, Arun. There'll be no other spins obviously before we do the three here. All the divisions have all their options opened to them afterward and we've always highlighted on the SpecCo side. We have a lot of optionality with the portfolio. Having said that, well, we really like the portfolio the way it is, with the portfolio realignment we did in September, it's an awesome portfolio, but it is for distinct nice businesses that are all market leaders. So we're in a nice position with a lot of flexibility moving forward, but nothing would clearly happen before we actually do these spins in the spring.
Operator:
And next, we’ll move to Jonas Oxgaard with Bernstein Research.
Jonas Oxgaard:
If we can return to the board question just a second. You've added a bunch of people, they all look like great people, but the board – they’re kind of getting unbelievably large. Are you planning on shrinking the overall board number at some point and can you talk a little bit more broadly on what would be ideal board look like for the three spins?
Ed Breen:
Yeah. So Jonas, it might be a little confusing. By the way, the DowDuPont board is a little big, it was 8 originally picked from the DuPont side and 8 from the Dow side. So that's a big board. Having said that, by the way, board has functioned extremely well together and you can see we've made a lot of decisions on very fast, but the way we're teeing it up is when we split into three companies, each board will have 10 to 12 board members, which is very typical to staff or the committees that you have in a company this size. So we've got to get ourselves over this kind of next months up to kind of 30, 36 board member to actually get to kind of that 11 or so, somewhere in that range, maybe 12 on each of the three boards. So the way we're running them Jonas right now is, we actually do separate meetings, committee meet, we call committees right now of the MatCo, SpecCo and AgCo board, which we just did during the last couple of weeks, so the two day strategy session I talked about and that's the group that will continue on with that board and then the regular DowDuPont board, the 16 meet regularly, but all of those people are going to go on to one of the three boards also. So it's not actually -- we're getting it down to the three, so they can start running strategically looking at things and they'll end up, give or take, 11 or 12 board members. So we have to work our way up to that 30 some number, so we're ready to go and we want them on as early as possible so they can 10, 2, 3, 4, sessions as I said, so they're all prepped and they understand the strategy and we're moving from day one.
Howard Ungerleider:
And we’re adding some really good industry experience in each of the three spins. So when you see the new board members that have come on, you're seeing some pretty deep experience in each of our three areas here.
Operator:
And next, we’ll move to John Roberts with UBS.
John Roberts:
Thank you. Is Sadara still planning an IPO and is it too early for Sadara to start thinking about expansions, now that they're at full commercial operation.
Jim Collins:
Hi, John. This is Jim. Sadara doesn't have any plans right now for an IPO. It has the optionality, obviously to do an IPO in the future. We've always retained that, but with all the other things that are going on in Kingdom, especially with our partner Aramco, Saudi Aramco, we haven't had a plan to do anything with an IPO right now. And then as far as expansions go, obviously, we'll take a look at that. Our first order of business is to get our lenders’ reliability test done at the end of this year and once we get through that lenders reliability test and pass that hurdle, I think the teams will take a look at do we have the feedstocks we need, do we have the other things we need to look at potential expansions. We’re working on the Value Park right now. Sadara is building an yield pipeline to the Value Park. We have customers coming in to build next to that and so we're looking at building on neighboring plants to actually take some of the offtake of Sadara and build up capability in the Kingdom. They may not be DowDuPont investments, but they may be third-party investments.
Operator:
And next, we’ll move onto Hassan Ahmed with Alembic Global.
Hassan Ahmed:
You guys touched on the whole sort of trade flow side of things. As it pertains to obviously some of these sort of trade debates that we're hearing. So, a two part question around that. One is that, ahead of some of these tariffs and the like, have you noticed any pre-buying from sort of call it, China, that's one side of it. The second of it, a bit longer term, I mean, obviously, over the last couple of years, prior to oil prices coming down sort of in a market manner and then rebounding thereafter, there was this rush to sort of build greenfield capacity over here. So once oil prices came down, obviously, that's gone down a bit, but did sort of, were you disconnected oil to natural gas pricing environment, I would have imagined that the next wave of practice would have been announced. Do you guys been internally within DowDuPont, sort of, are you reconsidering maybe some sort of future, post 2020 investments on the ethylene, polyethylene side, do you see similar trends in the industry as well, again all part and parcel with the implications of a potential trade war.
Ed Breen:
So, I think, on the trade topics, I haven't seen any indications of pre-buying in the materials sector. I think we've seen good growth in the markets, but most of it’s driven by the fact that the Chinese consumer economy has actually been pretty good for our downstream products. I think if we had seen any kind of pre-buying volumes or seen a different price dynamic in the Asia Pacific market than what we've seen. As it goes to next growth, obviously, one of the things that we all look for in terms of next growth is the ability to access competitive feedstocks on light hydrocarbons, natural gas liquids is the most competitive feedstock versus naphtha right now. Of course, the only access really to that for China is to take US ethane and ship it over there, which is not as cheap as it is to build here. So I haven't seen anything in that direction. The other thing that is part of this whole tariff trade discussion is, if you want to build an ethylene facility in China, you have to have a local partner and so that makes it a little bit difficult for some of the players to be able to get in and have a position that will make a return for their investors. So there are several dynamics at play. I don't see any big wave coming soon. I think there are a lot of next big wave projects lined up for the US Gulf Coast and where there may be even some increments in Canada too.
Operator:
And our final question today will come from Kevin McCarthy with Vertical Research Partners.
Kevin McCarthy:
Jim, maybe a two-part question for you, Jim Fitterling. First, would you comment on the level of planned and unplanned outages related to Freeport and the MDI force majeure for example that you expect in the third quarter versus the second quarter? And then secondly, wanted to ask about ethane feedstock, we've seen some upward volatility there, how much of that is transitory versus more durable in your view? And has it changed your feedstock mix in any appreciable way.
Jim Fitterling:
Yeah. So -- and we announced an outage on the Freeport MDI unit and that’s scheduled to run from August to the first half of September. It's really a mechanical change that we need to make and there are some clean out of some parts of the plant, requires us to open it up and go in and then close it up. So that’s a time consuming one. As far as planned outages around the Gulf Coast, really, they're small -- there's nothing coming in terms of any crack or outages. We've got the St. Charles de-bottleneck and when we do that, we need to take the plant down to actually put that expansion in place. So it'll be out for a little bit, but other than that, maybe a few days here and there on plastics plant in the fourth quarter, nothing to speak of. In terms of how the feedstock prices are moving, obviously, you've got new capacity coming on right now. Exxon's up. So you've got a big pull on ethane. There's still quite a bit of ethane in rejection. I think 275, down from 450 the last time we talked about it, but I think you're going to see ethane kind of rebound here, propane has been running a little bit high. Right now, we're heavy light, we're cracking as light as we can and we're cracking as much ethane as we can and I think we're going to be in that situation for the foreseeable future.
Neal Sheorey:
Thanks, Jim. Before we close out the call, I’ll pass it over to Ed to make some final remarks.
Ed Breen:
Yeah. I’d say overall, I feel really pleased with the team's execution in the first half of the year. It was a very robust first half, and as we said, broad based across the whole platform. If you go to our third quarter guidance, I think it's also again very robust, very solid guidance. If you go back, when you get to study it, look at page five where we gave you all the points against guidance. The midpoint is going to come to 17% EBITDA growth, so very robust like the first half of the year. And if you go to page six and work your way through all that, you're going to end up with a full year for DowDuPont of EBITDA growth of the mid-teens, so very, very strong and EPS ending the year in the low-20% increase range. So feeling very good. More importantly, I think we said it synchronized and it's -- really we're seeing at all end markets around the world, if you take volume and price, there are two biggest positive drivers, when you look at it by regions, North America was up 17%. This past quarter, Asia was up 18%, Europe was up 10%, Latin America was up 6%. So very synchronized around the globe. We see volume and price continuing to help us. The third thing that really helps us here is the synergies and those things have been able to really offset a very significant movement in raw materials and the two comments we mentioned on Ag with currency in Brazil moving against us in the corn to soy shift. So some negative dynamics with some really robust positive dynamics that are teeing this year up for us the way it's going. So thank you very much on for joining us today.
Neal Sheorey:
Thanks, Ed and thanks everyone for joining the call. We appreciate your interest in DowDuPont. And for your reference, a copy of our transcript will be posted on DowDuPont’s website later today. This concludes our call.
Operator:
And that will conclude today's call. We thank you for your participation.
Executives:
Gregory Friedman - Vice President of Investor Relations Edward Breen - Chief Executive Officer Howard Ungerleider - Chief Financial Officer Andrew Liveris - Executive Chairman James Fitterling - Chief Operating Officer of Materials Science Division James Collins - Chief Operating Officer of Agriculture Division Marc Doyle - Chief Operating Officer, Material Science, Agriculture and Specialty Products Neal Sheorey - Vice President of Investor Relations
Analysts:
P. J. Juvekar - Citi Dave Begleiter - Deutsche Bank Vincent Andrews - Morgan Stanley Jeff Zekauskas - JPMorgan Hassan Ahmed - Alembic Global Chris Parkinson - Credit Suisse Frank Mitsch - Wells Fargo Securities Steve Byrne - Bank of America Arum Viswanathan - RBC Capital Markets Jonas Oxgaard - Bernstein John Roberts - UBS Kevin McCarthy - Vertical Research Partners
Operator:
Good day and welcome to the DowDuPonts First Quarter 2018 Earnings Call. [Operator Instructions] Also today's call is being recorded. I would now like to turn the call over to Greg Friedman, Vice President Investor Relations. Please go ahead, sir.
Gregory Friedman:
Good morning, everyone. Thank you for joining us for our first quarter 2018 earnings call. DowDuPont is making this call available to investors and media via webcast. We have prepared slides to supplement our comments on this call. These slides are posted on the Investor Relations section of DowDuPont's website and through the link to our webcast. Speaking on this call today are Ed Breen Chief Executive Officer; and Howard Ungerleider Chief Financial Officer. Also with us in the room for Q&A are Andrew Liveris Director and former Executive Chairman; Jim Fitterling Jim Collins and Marc Doyle Chief Operating Officers for DowDuPont's Materials Science Agriculture and Specialty Products divisions respectively and Neal Sheorey Vice President of Investor Relations. Please read the forward looking statement disclaimers contained in the news release and slides. During the call, we will make forward-looking statements regarding our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risk and uncertainty our actual performance and results may differ materially from our forward looking statements. Our 10-K and each of Dow's and DuPont's include a detailed discussion of principal risks and uncertainties which may cause such differences. Also, we will comment on segment results on a divisional basis. So please take note of the divisional disclaimer in our earnings release and slides. Unless otherwise specified, all historical financial measures presented today are on a pro-forma basis and all financials where applicable exclude significant items. We will also refer to non GAAP measures a reconciliation to the most directly comparable GAAP financial measure and other associated disclosures are contained in our earnings release and on our website. I will now turn the call over to Ed.
Edward Breen:
Thanks, Greg. And thanks, everyone for joining the DowDuPont first quarter earnings call. I'll start by covering the financial highlights. Then I'll provide an update on our progress toward the key strategic drivers, the synergies, our growth plans and intended spins. I'll then hand it over to Howard to discuss the quarterly results in more detail. This past quarter marked the second full quarter of operations for DowDuPont and the teams have come together well and they again delivered strong results. As shown on slide four, here are the first quarter highlights. Sales increased 5% to $21.5 billion. Price rose 3% with gains in all geographies and most segments. Operating EBITDA increased 6% and we grew our adjusted operating EPS 7%. Our results this quarter were due to strong performance from the Materials Science & Specialty Products divisions. Their growth more than overcame severe cold weather in the Northern Hemisphere, which shifted Ag shipments from the first quarter to the second quarter. Our performance in the quarter was driven by solid execution, disciplined price volume management, cost synergies, growth projects and contributions from our value-added customer driven innovations. In Materials Science, the division benefited from strong innovation and product launches and from broad-based price and volume gains, supported by new capacity in the US and the Middle East. A few examples of product innovations in the quarter include Packaging & Specialty Plastics launched a new Bynel tie layer developed to provide improved adhesion between polyolefins and PET and polyamide materials in food and specialty packaging films. Polyurethanes introduced a new VORATEC appliance insulation system with a major appliance manufacturer which provides superior energy efficiency, and in Consumer Solutions we introduced AgeCap smooth cosmetic ingredient, which softens the appearance of wrinkles, while promoting skin glow and softness. In Specialty Products, our innovation machine continues to produce numerous product line extensions that support strong topline growth. For example Intexar added flexible heat in garments for athletes, while Gelcarin excipients made pills more palatable. A new Hytrel product made turbo gas air ducts flexible and lightweight, while the new Nomex Nano aramid reduced the weight and bulk of firefighter gear. In Ag our combined industry leading pipeline is poised to deliver. Our near-term pipeline is expected to continue to launch new products through the end of the year. This pipeline is expected to deliver stronger growth in the second half of the year from new products like Zorvec, Vessarya and Arylex, which combined will contribute greater than $1 billion of peak sales. Another highlight for the quarter was our progress on cost synergies. We generated savings of more than $300 million in the quarter, once again ahead of our target. Based on this progress, we now expect to realize year-over-year cost synergy savings of $1.2 billion, an increase of 20% from our prior target of $1 billion with the majority of the increase being realized in the first half. Further, we are also raising our year one run rate forecast to 75% of our recently increased $3.3 billion target. We remain very confident in our ability to hit the higher $3.3 billion run rate by the end of year two. We also continue to advance our work on growth synergies across the company. We continue to expect to deliver growth synergies totaling $1 billion of EBITDA over the next few years. On slide five, I want to share several updates on the growth potential we still see in front of us. During the quarter, we advanced our plans to deliver approximately half of the growth synergies from the Ag division. In addition to increased market access for our broadened set of products, we are also driving opportunities to expand our portfolio through actions such as enhancing our seed treatment offerings, by leveraging a larger proprietary portfolio of crop protection actives. Additionally, we are establishing new business models by executing on plans to rebuild our share loss through divestments, with actions such as establishing Brevant, our new global retail seed brand. In Materials Science, the integration of DuPont's ethylene copolymers affords us the opportunity to provide a one-stop shop for our packaging customers with the broadest suite of differentiated polyethylene offerings across virtually all food, specialty and consumer packaging applications. We also see strong potential to expand our growth in polymer modifiers in infrastructure, enhancing resiliency and durability. And we will improve our solutions across a range of consumer applications from footwear to cosmetics, where Dow technologies and DuPont copolymers together will improve multiple aspects of performance and comfort, ultimately advancing our leadership position in these markets. We also laid out plans for specific growth synergies in Specialty Products, which we expect to total $400 million. We're encouraged by the fact that we already are seeing benefits in areas like electronics, where we are building deeper relationships with customers that overlap in the semiconductor and interconnect solutions businesses. As we look ahead, we will be taking advantage of cross selling and new product development opportunities in construction and filtration, as well as automotive, electronics and medical, and will leverage key account management and channel access in food and pharma to name a few. Now I'll provide an update on our progress withstanding and spinning the intended companies as presented on slide six. We continue to anticipate Materials Science separating by the end of the first quarter of 2019, followed by Agriculture and Specialty Products separating shortly after that by June 1 of 2019. The objectives for us between now and the fall include assigning assets and liabilities to each intended company, negotiating terms of the necessary agreements among the three intended companies and completing IT system design, testing and implementation. We have been doing a lot of work in this area and we remain on track. We continue to make progress on setting up the capital structure of each company. This work includes the separation of heritage DuPont assets and liabilities into Agriculture and Specialty Products. The movement of Dow AgroSciences into Agriculture and any other adjustments prompted by the portfolio realignment we announced last year. Talent selection is substantially complete. Our employees know which intended company they are aligned to and are focused on delivering results. In summary, our businesses are performing well. We're executing against our financial and operational commitments. We are excited about our cost savings delivery and growth synergy potential, and we are pleased with the team's progress as we move toward the intended separations. Finally, I want to address something that is important to me on a personal level. I want to be clear that I intend to be around through the intended spins and beyond. I am committed to making sure the three intended companies are properly launched and I plan to be actively involved day after the final separations. There's a lot of value to be created for our shareholders and my personal goal is to see it through. With that, let me turn it over to Howard to review our financial results in further detail.
Howard Ungerleider:
Thanks, Ed. Moving to slide seven, and a summary of our first quarter results. We once again grew earnings per share, net sales and EBITDA. Drivers of the EPS increase include local price and volume gains in Materials Science & Specialty Products. Cost synergies, a currency tailwind, higher equity earnings and lower pension OPEB/ costs. These gains more than offset the weather related shift we saw in Agriculture, higher feedstock costs and the impact of the freeze related outages on the US Gulf Coast. The sales increase of 5% was broad-based with growth in most operating segments and geographies. Sales rose 15% excluding Ag with double-digit gains in both Materials Science up 17% and Specialty Products up 11%. The sales decline in Agriculture was driven by weather related delays to planting seasons in the Northern Hemisphere and Brazil. Overall volume declined 2% driven by the decline in Ag. Materials Science achieved 14% volume growth in Industrial Intermediates & Infrastructure and 8% growth in Packaging & Specialty Plastics, in spite of weather related supply disruptions enabled by new capacity ads from Sadara and on the US Gulf Coast. Specialty Products delivered volume gains in all segments on solid customer demand in four market verticals, which more than offset weather related shifts in demand, particularly aligned to construction end markets. Local price increased 3% led by Materials Science which was up five on strong supply demand fundamentals across most of its targeted end markets. Equity earnings increased led by improved Sadara results and increased earnings from the Kuwait joint ventures. And the cost synergies continue to hit the bottom line as we have now delivered more than $500 million of cumulative savings since merger closed. These gains translated to operating EBITDA of $4.9 billion in the quarter, excluding Ag operating EBITDA increased 26% year-over-year with double-digit gains in both Materials Science and Specialty Products. Our cash flow from operations was down primarily due to higher integration and separation costs spending and a onetime tax payment. The underlying cash from operations of our businesses improved versus the same quarter last year. And from an efficiency perspective, we are improving our turns by two days year-over-year as the divisions continue to focus on driving strong working capital discipline. Finally, we returned nearly $2 billion of cash to our shareholders in the first quarter which included another $1 billion of share repurchases, and looking ahead we will target another $1 billion of buybacks in the second quarter. Moving now to our division and segment results starting on slide eight. The Materials Science division achieved double-digit top and bottom line growth in the quarter, advanced its growth projects and delivered ahead of plan on its cost synergy efforts. First quarter net sales rose 17% from the year ago period with double-digit gains in all segments and gains in all geographies. Volume grew 8% and local price rose 5%, both up in all geographies and both led by double-digit increases in Industrial Intermediates & Infrastructure. In addition to solid demand in its core markets, Materials Science also saw a boost from new capacity ads in the US and the Middle East. The division delivered these results in spite of weather related supply disruptions in the United States. Equity earnings rose year-over-year. The largest positive contributor was Sadara which improved by $80 million putting the JV on track for its expected year-over-year improvement. Operating EBITDA for Materials Science grew 23% versus the same quarter last year to $2.6 billion with double-digit gains in every segment. Turning now to the segments. Performance Materials & Coatings achieved operating EBITDA of $628 million, up 31% from the year ago period, primarily due to increased pricing, improved product mix and cost and growth synergies. Consumer Solutions delivered double-digit sales growth led by local price gains and disciplined price volume management in upstream silicone intermediate products. Industrial Intermediates & Infrastructure delivered operating EBITDA of $654 million, up 28% from the year ago period. Pricing actions, cost synergies and improved equity earnings led to a strong quarter despite the impact of weather related outages on the US Gulf Coast, higher raw material costs and increased maintenance and turnaround activity in the quarter. Both Polyurethanes & CAV and Industrial Solutions delivered robust sales growth on double-digit gains in all geographies, driven by broad-based local price and volume gains. Demand growth was particularly strong in Asia Pacific and EMEA driven by the contributions from the new capacity at Sadara. Price increases in downstream, higher margin system applications led the performance in Polyurethanes. The Packaging & Specialty Plastics segment achieved operating EBITDA of $1.3 billion, up 17% from the year ago period. Polyolefin and Elastomers price increases; volume gains including the benefit of supply from growth projects, lower commissioning and start-up costs, higher equity earnings and cost synergies more than offset increased feedstock costs. The Packaging & Specialty Plastics business grew volume in all geographies on broad based demand strength, supported by new capacity additions on US Gulf Coast and increased Sadara production. Local price was up as increases in ethylene derivatives in the Americas more than offset moderate declines in EMEA and Asia Pacific. Demand growth was led by food and specialty packaging and industrial and consumer packaging end markets in Asia Pacific and EMEA, as well as rigid packaging applications in all regions. The business also continued to start up its investments on the U S Gulf Coast. The new world scale cracker and ELITE polyethylene train which came on line late last year both ran at a high rates through the first quarter and contributed to the bottom line. The next two assets the NORDEL EPDM and the high pressure low density facilities both came online in the first quarter, and product from both assets has already been flowing into the market. The new low density facility has ramped up to full operating rates and the NORDEL asset is expected to complete the full range of customer qualifications in the second quarter. Looking ahead, our next two capacity additions on the US Gulf Coast are progressing well. The gas phase de-bottleneck in Louisiana remains on track to be completed mid-year and our new world scale Specialty Elastomers unit in Texas is expected to start up towards year end. Turning to slide nine, Specialty Products also delivered double-digit top and bottom line growth, by staying close to its customers and applying its innovation power to solve their toughest problems. The division achieved these results, while advancing the multifaceted integration of the heritage Dow and FMC businesses, highlighting the intense focus on execution. The division reported first quarter net sales of $5.6 billion, up 11% from the year ago period with gains in all regions and most segments. Volume grew 3% and local price rose 2%. Currency added another 4% and portfolio another 2%. Organic sales growth was led by Transportation & Advanced Polymers up 8% with Nutrition & Biosciences up 5% First quarter operating EBITDA for the division grew 25% to $1.6 billion versus the same quarter last year with gains in every segment. Turning now to the Segments and Specialty Products. Electronics & Imaging net sales declined 1% as volume, price, and currency gains were more than offset by portfolio. Organic sales increased 2% driven by demand for our highly engineered solutions for semiconductors which grew double-digits, as well as gains in consumer electronics, industrial and transportation markets, this more than offset softness in photovoltaic applications. Operating EBITDA increased 9% to $357 million in the quarter. Nutrition & Biosciences net sales increased 21% in the quarter to $1.7 billion. Volume and local price together contributed five percentage points on growth in both nutrition and health and Industrial Biosciences. Net sales also included a 4% benefit from currency and a 12% benefit from portfolio, representing the acquisition of FMC's Health & Nutrition business. The integration of these businesses continues to progress well. Operating EBITDA grew 32% to $418 million in the quarter. Transportation & Advanced Polymers reported net sales of $1.4 billion, up 14%. Volume grew 3% driven by double-digit gains in the automotive market, amid strong demand for engineered polymers, specialty lubricants and structural adhesives with growth in all regions. Our differentiated capabilities in light weighting and electrification coupled with an increase in SUVs and pickup truck build helped fuel our strong performance. Operating EBITDA totaled $437 million, an increase of 36%. This growth was driven by lower pension and OPEB cost, favorable currency and gains from disciplined price volume management which more than offset higher feedstock costs. Beyond share gains and new applications driving volume growth, supply is tight for nylon and compounds, and other key raw materials are constrained. We've been accelerating investments in capacity and reliability and have a strong track record of meeting customer's growth needs. Safety & Construction sales rose 7% to $1.3 billion. Operating EBITDA of $354 million rose 21% reflecting lower pension/OPEB costs, execution of cost synergies, improvements in the reliability of the plants and favorable currency, partly offset by higher raw material costs. Looking ahead, we are preparing targeted high ROIC capacity expansions across the portfolio to meet rising demand from customers for our highly engineered materials and naturally sourced biotechnology based specialty food ingredients. We are outperforming in many industries due our focus on application development and deep customer intimacy. We also are de-bottlenecking plants to keep up with rising customer demand in key markets including automotive, electronics, medical, oil and gas and food and nutrition. And we continue to execute our asset reliability program in our manufacturing facilities to improve performance, unlock capacity for constrained products and maintain a high service level to customers. Turning to Ag. Let me start by covering the weather-related drivers across the Northern Hemisphere and Brazil, as illustrated on slide 10, which caused the top and bottom line decline we saw in Ag this quarter. The weather affected our US operations the most as the unseasonably cold spring in the US delayed a significant portion of the planting season by approximately three to four weeks. This resulted in a material delay in our seed deliveries to our farmer customers during the first quarter. To put this in perspective, through our advantaged route to market, pioneer brand sales reps typically deliver seed to growers within only a few days of planting. And in a normal season, we deliver the majority of our total North American corn volume over a four week period between the end of March and early April which straddles our fiscal quarter end. This year planting did not start in earnest until recently which means a large portion of our seed sales in North America was shifted into the second quarter. Typically, about 75% of US corn is planted by mid-May and with all of the advancements in farming practices and equipment we expect farmers should be able to accelerate the pace of planting to enable this year's crop to be in the ground by then, and in fact, we have seen a steep increase in seed deliveries over the past two weeks. Weather also had an impact on our Crop Protection business as farmers pushed out their nitrogen stabilizer applications and spring pre-emergent herbicide applications. And in Brazil the delayed summer harvest shortened the safrinha season, resulting in lower planted area, as well as the shift toward lower technology corn, as farmers move to minimize the impact of lower yields due to the reduced growing time. Turning now to slide 11. This broader market backdrop explains Ag's first quarter net sales decline of 25% and operating EBITDA decline of 39% compared with the same quarter last year. Helping to offset some of the weather related downside in the quarter was our continued leadership position in sunflower seeds in Europe and expanding our portfolio of global insecticide sales following our merger remedy with strong growth in technology such as Isoclast, Spinosad, and Spinetoram during the quarter. Looking ahead to the second quarter, we expect operating EBITDA to be up in the high 30s percent range. And factoring in the weak safrinha season and lower expected planted area in North America, we now expect full year operating EBITDA to be up in the high single to low teens percent range, driven by the strength of new product launches and realization of cost synergies as the year continues to progress. Turning now to our modeling guidance on slide 12. We expect continued healthy demand across the vast majority of our end markets, as well as pricing gains across most of our businesses. We continue to see synchronous global growth and numerous positive leading indicators. Our broad consumer driven portfolio benefits from that, and we see our innovations and growth investments driving above market growth. At the company level, we see second quarter net sales to be in the range of $23.3 billion to $24 billion, up more than 10%. Second quarter operating EBITDA is expected to be up more than 20% year-over-year to $5.3 billion to $5.5 billion. Based on our volume growth, pricing gains, continued ramp up of our cost synergies and the innovations we are continuing to bring to market across each of our divisions. Having just covered our Ag expectations, I'll focus my comments on the other two divisions. The Materials Science division expects continued earnings contributions from underlying end market growth, the US Gulf Coast start-ups and an improvement in equity earnings led by Sadara. This will be partly offset by higher spending year-over-year of between $130 million and $150 million as we enter a heavy turnaround season primarily in the Packaging & Specialty Plastics segment. In polyolefins, global demand remains robust and keeps pace with new industry capacity additions. In the Polyurethanes chain, we expect improving supply conditions in the second half to relieve very tight isocyanate fundamentals. The Specialty Products division is forecasted to grow the topline by the high single digits percent, driven by continued demand from end markets, application development and new product introductions. Operating EBITDA is expected to improve by about 20%. Volume and pricing gains and lower pension/OPEB costs are expected to be partially offset by higher raw material costs and the absence of a one-time gain in the Electronics & Imaging segment. Looking across all three divisions, while trade and tariff topics have been in the headlines, we believe the potential impact on DowDuPont will not be material to our businesses. From a cost synergy perspective, we anticipate delivering between $325 million and $350 million of year-over-year savings in the second quarter. This is a strong start and remember that Ag synergies begin to ramp in the back half of the year and through the next North America planting season. Please refer to slide 15 in the appendix for further commentary on our outlook for the second quarter. And with that I'll now turn it back to Ed.
Edward Breen:
Great. Thanks, Howard. At the close the call, I want to take a moment to acknowledge Andrew Liveris and recognize his more than 40 years at the company and 14 years as Chairman and CEO of Dow. Andrew was a major architect of our deal and has been a strong partner in the past couple of years as we navigated a very robust antitrust approval process and ultimately made our vision of a merger of equals, with the setup of the subsequent spins a reality. I appreciate everything he's done to help deliver the value of this transaction, and Andrew on behalf of everyone on this call and all our shareholders thank you. With that, let me turn it over to Neal to open it up for Q&A.
Neal Sheorey:
Thank you, Ed. With that, let's move on to your questions. First, I would like to remind you that our forward-looking statements apply to both our prepared remarks and the following Q&A. Operator, please provide the Q&A instructions.
Operator:
Thank you [Operator Instructions] And we'll take our first question today from P. J. Juvekar with Citi.
P. J. Juvekar:
Thank you. And Andrew, thank you and good luck.
Andrew Liveris:
Thank you P.J.
P. J. Juvekar:
You know, my question is on Ag and particularly on seeds. It looks like the industry has lost some seed pricing. So can you talk about that? And to me it seems like during these big mergers nobody really wanted to lose market share. And so going forward what changes that market share mentality, do you see that changing next season?
Edward Breen:
Hi, T.J. It's probably a little bit early at this point to be calling pricing. I mean, as Howard noted in the update, we're starting this season behind three to four weeks or so behind. We've got good visibility on our year-over-year same bag tag pricing, and as we've always said, we're about flat with some real benefits from mix coming through as we continue to launch newer technology, A-series, soybeans ramping and also continuing to include some of the new line-up in our corn products. So I'd say, overall, mix is really driving value for us, and it's still pretty early in the season to understand what kind of final pricing is going to look like. Will it get competitive? I expect that it will be especially from - as we start to maybe navigate through any shifts that could go on here between corn and soybeans. I have to say based on what we saw last year with A-series soybeans and what we're seeing with our order book this year I'm feeling pretty good about where we're sitting around our soybean shares in North America. So again, little early to talk specifically about that, but where I sit today and what I can see going forward, I feel pretty good about it.
Operator:
And next we move to Dave Begleiter with Deutsche Bank.
Dave Begleiter:
Thank you. Good morning. Ed, with respect to your comments about being actively involved beyond separation, does that mean on the board level or on the management/ CEO level?
Edward Breen:
Thank you for the question. We will talk more about that in the August, September time frame when we announce further management positions in the company. But I want just to go back to my comment, make it very clear, I will be actively involved even after the spins.
Operator:
And next we'll move on to Vincent Andrews with Morgan Stanley.
Vincent Andrews:
Thank you and good morning, everyone. And just wondering the guidance slide for 2018 that was in the first quarter results didn't make it into the second quarter deck. So I'm just hoping that you can give us sort of a sense of your expectations for the second half of the year and what might have changed versus your thoughts at first quarter? Thanks.
Howard Ungerleider:
Yes. Thanks. Well, nothing is changed. Let me just walk through, first quarter obviously, we have very a strong quarter, and we're above our guidance and above consensus. I think you could see when you model out the second quarter, it's a very robust quarter across the board in all three divisions. And when you model it out, I think you'll see that both on sales and on EPS and EBITDA we're nicely above consensus there by three or four percentage points. So the first half of the year is racking up really nice and you could tell from all our comments that our end markets across the board are feeling robust to us. And I just say for the year, look it's early in the year. We'll probably give more guidance update next quarter on the year. But I am highly confident we will hit what's out there in consensus for us - for this year.
Operator:
And next we move to Jeff Zekauskas with JPMorgan.
Jeff Zekauskas:
Thanks very much. If you look at Monsanto's volumes for their February quarter, they were down 4% in seeds, and I think for the first half they were down 6%. So can you comment on the difference between your results and the results of other industry leaders? And in the old [ph] days, Dow had rights to SmartStax. Is SmartStax something that you can commercialize and are you beginning to work on that?
Edward Breen:
Yes, thanks for the question. You're right. If you just think about the timing of when they announced their fiscal year versus ours, in our results is part of what you would have recognized in their results, they lower safrinha acres that we saw in Latin America. You see that kind of fully in ours plus, you see this real shift in North America. And that's primarily driven by the differences in our route to market approach, recognize a lot of the amount of the other competitors seeds are pushed out to retail. And so they will book a sale and the revenue of that transaction much earlier in their cycle. All of ours - most of our seeds, especially the pioneer branded seed is sold direct to growers. So we recognize the revenue and shipment. And you heard Howard talk about that recognitions. One of the service models that we offer is the fact that we can deliver seed right to the grower as they are firing up the planter and get the field ready to plant. So we'll sometimes deliver seed within days of their planting. So you see - normally you would see a shift in where our revenue falls versus others. So this year even particularly more dramatic as the season really shift. You'll also see that in some of the guidance we talk about for second quarter where we're going to be up in kind of the low 20s percent range. So we pick all of that up and the reason I'm confident about that is I've got good visibility of that order book, right. I have invoices from growers, I know what those shipments are going to be. It's just matter of physically shipping all of those products.
Howard Ungerleider:
One of the other points that we're going to do, both new Dow and new DuPont will stick with the same fiscal year that we now have, which is basically the calendar year. But we're going to move the Ag company to a fiscal year like the competitor you just mentioned, where it's a September one start to the end of August. And what that will do is it will get the planting seasons all aligned in the same quarter. Right now, as you can see, what happened this quarter, our shipments happened in the second half of March beginning of April and there could be a major swing. And those will be in the same quarter then. So we won't have that issue and I think it just makes things a little bit clearer. So you will see a shift to that fiscal year on Ag.
Edward Breen:
Jeff, your second question about SmartStax, you know, we continue through the agreements that Dow previously had to be fully enabled with SmartStax and our teams are thinking through - the different constructs that are available to us now that the different line-ups that we'll have to offer and you'll see more of that as we launch our plans for 2019 and 2020 both in the Northern Hemisphere and the Southern Hemisphere. So stay tuned for that.
Operator:
And next we move to Hassan Ahmed with Alembic Global.
Hassan Ahmed:
Good morning, guys. A question around the pace of buybacks. It seems the synergy numbers are tracking well, the time line of the spin is on target as well. But, obviously because of all this macro skittishness in the market, your share price has come down over the last couple of months. So my question is with all of these good things eminently happening why would you guys not accelerate the pace of your buyback?
Andrew Liveris:
Yes. Well, look we did $1 billion this past quarter, as Ed and Howard highlighted. We're going to do another $1 billion this quarter. And really the only issue here is, we're literally right in the throes of the capital structure, getting ready to then go with our modeling to the rating agencies. And we really want to get deeper into that process before we make a decision. I think you know a lot of us from our management style. I agree with your comment. You like to put the flip down a little here on share repurchase at these prices, if we have the opportunity during this year once we know a little bit more clarity on that we will seriously be taking a look at it.
Operator:
And next we move on to Josh Spector with UBS. Josh, your line is open.
Andrew Liveris:
Let's go to the next one.
Operator:
Okay. We move on to Chris Parkinson with Credit Suisse.
Chris Parkinson:
Thank you. Last quarter you spoke about re-evaluating several businesses within specialty. I believe it equated to roughly 5% to 10% of the segment. Can you just give us an update here and offer any further insights as for how you're evaluating any longer term portfolio value creation opportunities in addition to synergy capture? Thank you.
Howard Ungerleider:
Yes. Well, look on specialty the short-term obviously is we're getting the synergies and we've got a much bigger number now because of the portfolio shift that we did putting all the light businesses together. So obviously, we've been very, very focused on that and feel very confident we are on track with all of that. The second big real focus area just to kind of put them in order here is, we have a lot of growth synergy opportunities as we highlighted on the call in SpecCo. So the teams are very focused because they are all high return opportunities kind of within our control safer to do, don't require a lot of excess money to be spent. So a big focus in that area and it's in literally all four of the different divisions of spec co. So we really put a lot of effort into that over the last few months and then we just did this with our board the DowDuPont board and we did it with the advisory board of spec co. We've really laid out a two to three year plan of what we want to do with the portfolio. So they are already well versed on it and yes you're correct. We do have some businesses we would like to exit and get the cash for those and redeploy it in higher growth areas and we have that very defined at this point in time and it is about up to 10% of the portfolio. And we have real opportunities we know we want to shift the spending into in these other areas of high growth that we are talking about. We will be doing some of it this year but the bulk of it we will do right after we do the spins of the company because our teams are so busy now in IT tax rate that we need the same people to do some of this. So you'll see us fuel our groove this year and then clearly there's all kinds of optionalities we've talked about in this portfolio and whatever's best for creating shareholder value we're going to definitely take a look at it. And we've already talked to the board about some of those potential opportunities that we need to study with them during the next six to eight months.
Operator:
And we'll move on to Frank Mitsch with Wells Fargo Securities.
Frank Mitsch:
Yes, hi. Good morning, gentlemen. And Andrew was a pleasure working with you and best wishes on your retirement from Dow.
Andrew Liveris:
I'll be tracking you Frank.
Frank Mitsch:
Vice versa, as well. Vice versa, as well. Following up on Dow and specifically packaging Howard you mentioned a couple of things that I thought were interesting. Well more than a couple of things. But just a couple US pricing was positive on the packaging side although Asia and EMEA was off but you also indicated that demand was keeping pace with the supply additions which of course everybody is tracking closely? So my question is how do you see polyethylene pricing and margins playing out as we progress through 2018 and into 2019?
James Collins:
It's Jim. I've got my voice back so Howard is going to let me talk. So actually plastics pricing and demand held up well through the quarter. We had positive price momentum right through the end of the quarter and we start out strong into second quarter. I think what you've got going on right now is obviously the pace of capacity additions on polyethylene has not kept up with the pace of ethylene capacity additions. And these things happen obviously whenever you're bringing big assets online. Global GDP is running north of 3% right now. We're running north of 4.5% growth on plastics. That's very, very robust demand. There's not enough plastics capacity coming online this year to keep up with that, and when you look at the plastic capacity across the different mixes that's leading to some positive moves there. Yeah I think in Asia you see some compression in the margins in Asia because you've got higher oil prices in their oil based feedstocks over there. So that's compressing margins a bit but I'm not concerned about pricing as we move through the quarters and into the back half of the year. And I am not concerned about capacity yet. At this rate the GDP growth we need about the equivalent of three to four world scale crackers to be built - a four to five world scale crackers to be built and started up in each year. And for the next three years, we've got about three coming online total. So I think we're in a constructive environment here.
Operator:
And Steve Byrne with Bank of America will have our next question.
Steve Byrne:
With respect to the Ag division what level of cost synergies have been realized so far since the merger? And can you quantify what you describe as them being second half weighted, what do you expect to realize later in the year? And then just one other comment you made Howard about the expectations to recover divested revenues or divested businesses. Can you elaborate on whether or not that's just in seeds but it's also in crop chemicals?
Edward Breen:
Yes, this is Ed and Jim, you should jump in also. We've had about $100 million $125 million cost saving so far in Ag, but remember the Ag is the only business with the bigger delay because you've got to get to the next planting season. So we've taken a lot of actions on a percentage basis already in Ag. For instance we've moved production into our facilities and we're going to get a major cost reduction or COGS improvement from doing that. We know exactly what it is and we've been taking those actions. You don't actually see it in the results yet. So when you actually see all our run rate we talked about being at 75% at the end of the year all part of that is Ag starting to kick in. So in the second half of the year, the big drivers in Ag are the new product launches which are kicking in. And the other big one is actually the synergy some of them finally starting to kick-in because we're starting to get around to that year from when we did it. So those are the two big drivers that lift the second half a lot in Ag. Jim, you want to take the divestment question?
James Fitterling:
Sure, Steve. You're right. We're in the middle at looking at the total portfolio both on the seeds and the crop protection perspective. On the seeds side what we'll do is we'll typically look to understand these different crops that are maybe tangential or not core versus crops that are core. So corn, soybeans, wheat rice, those will be our core focus and we look to continue to invest and expand in our geographies around the world. But in the past, we've taken a look at about - we've looked at sorghum, we've looked at some of the other secondary crops and made some decisions. Now that we've combined the portfolios, we'll have an opportunity to do some more of that on the divestiture side. On the acquisition side on seeds, I think as we continue to look at diversifying and looking at markets around the world, the vegetable seed industry for us is an interesting place to look, and there are some players out there that could represent some good value for us. In Crop Protection, we are taking kind of a best owner mindset and looking at our portfolio to understand where these products are on their maturity curves, the level of generic competition that they face around the world and the opportunity for us to invest more heavily in our pipeline. And as Ed said, is a real part of our strength in the second half of the year and certainly our strength over the next couple of years. At the investor conference earlier in the year, we talked about $4.5 billion of peak sales from launches that are occurring right now. And making sure that we've got the kind of resourcing to drive those launches out of the pipeline not just leak them out but launch them out in an aggressive way is a core strategy for the leadership team.
Operator:
And next we'll move to Arum Viswanathan with RBC Capital Markets.
Arum Viswanathan:
Great. Thanks. Good morning. Just wanted to go back to the F Q2 and full year guidance. You've spoken a little bit about Ag and materials co. There is a lot of percentages given for this specialty businesses as well. What would drive some of the estimates to the upper end of those ranges in each business within specialty? And then similarly is there any upside for you guys to as the year progresses to again go back to the full year guidance to be above our expectation right now? Thanks.
Edward Breen:
Look, things feel really good right now. We have strength virtually in every end market we're serving. The only one that was a little bit soft on this quarter was the construction market and it was totally weather related in Japan and in the US. If you look at our guidance for the second quarter, we see a significant pickup in Safety & Construction as you can see here high single digits on the sales line and mid 30s on the EBITDA line, so it was going to be a very strong quarter. So that was literally the only one was softer that we thought that was literally driven by that. You see us digging right out of that right away. So in the first quarter, just to rundown some of the specialty for you, probiotics grew 30%. Pharma grew 18%. As you know we're very excited about pharma because we took the businesses together from FMC, Dow and DuPont and we really have a solid position there now. Semiconductor was up 10%. One I'd like to highlight is auto where we've been running for three years way above auto builds and our growth this last quarter was 8% on an average. All through 2017 it was 8%. So, you can clearly see because of electrification and light weighting we're just getting more content into cars and we see that demand continuing. So long story short if everything holds up where we're seeing it, we're feeling very solid going into, obviously, the second quarter with the guides we're giving and just go into the second half of the year. And as Jim Fitterling just got on talking about the cycle in the business and how it feels, it's a really good feeling now. In fact, it's amazing the stock market in the last 60 days especially with large stock versus where we feel things are and all it's the biggest disconnect I think I've ever seen in my career. That is what it is, but we're worrying about running the business. Demand feels good. And as I said I'm highly confident we'll hit consensus and you can take that how you guys want.
Howard Ungerleider:
And I think the other thing Arun that you got to consider is we delivered that strong first quarter. We had some wintertime planned outages in the first quarter. So probably cost us 65 million on the material side in first quarter that we're not going to have in the second quarter. We've got some higher turnaround in the second quarter but we've got more plant capacity coming on and plastics through the year. So our view is things are very positive this year. I think are people confusing what's happening financial market with what's happening in our real end markets, so our real end markets are strong.
Operator:
And next we move to Jonas Oxgaard with Bernstein.
Jonas Oxgaard:
Good morning, guys.
Edward Breen:
Good morning.
Jonas Oxgaard:
First curious the sirens I keep hearing the background is that your, we beat the quarter signal or - beyond that I was wondering a little bit about the noise with China, the trade war. Could you talk a little bit about your exposure to China? I mean, what products and how much revenue are we talking about is actually being shipped from the U.S. to China today, and what's your general thinking about the whole trade war situation?
Edward Breen:
Well, let's take it by its pieces and Jim Fitterling why don't you hit it first.
James Fitterling:
Look I don't think we're looking at a major trade war here Jonas. I think some of that's been overplayed. I think what's going on here is we're trying to find a path toward fair treatment with trade with all countries including making sure the IP is protected and making sure that products aren't being dumped back here in the United States. I think people have got us in the crosshairs on the trade war thing and I don't think that's what's going to happen. So nothing's been imposed at this time that's having a dramatic impact on us. And remember, we have global assets to cater to the demand in China. The whole reason we built Sadara was to serve the eastern part of the world and so that's what's happening today. We've built the US Gulf Coast to serve North America and South America. And I think equally in Ag with the global trade of those products Jim Collins knows that if product from Americas not going to go to China product from some other country is and that American product is going to move around.
Edward Breen:
And just to talk in the Ag business, just use the example of Brazil ships more the soybeans into China. We will take up the slack because the global demand is needed. In fact last year there was more consumption than there was production. So everything that's being made globally is needed. And by the way most of the soybeans are made in Argentina grown in Argentina Brazil and the U.S. So our demand in the U.S. if something happened would start going into markets like Vietnam Indonesia Mexico Turkey, which have been bigger consumers than actually growing consumers of soybeans.
Howard Ungerleider:
Jonas, I'll just add one more thing. For the actual products that we sell into China as you know our seed businesses locally sourced essentially 100% with JV partners in China. And on the crop protection chemistry sales about half of our sales today are locally sourced. And the others are brought into country and those are essentially already placed in country for the remainder of 2018 and already for a part of 2019. So from a product cycle we are also in pretty good shape.
Edward Breen:
Yes. And just to wrap that up of from a specialty standpoint, we see no impact there. Our biggest business in China is in the electronics area and we're pretty much all locally sourced in the market.
Operator:
And next we move on to Peter Butler of Societe Research [ph]
Unidentified Analyst:
Good morning.
Edward Breen:
Good morning.
Unidentified Analyst:
Hey, Andrew, we might not be hearing you on Dow's quarterly conference calls. But I think in the future I now expect to hear you as a major global leader on the Davos scale, so.
Andrew Liveris:
Maybe Davos and the desert, Peter but we'll see.
Unidentified Analyst:
Okay. Well, the question is when do you folks intend to increase the visibility on the stock market stories for the proposed spins? Basically, you've been asking investors to discount a two-year old story. We had a great spin, pardon me, we had a great merger and now we're going to have spins. People need to have a lot more details on where you're going with these three pieces.
Andrew Liveris:
Yeah. Peter, it's a good question. And we haven't pinned down the exact date. But our plan is in the kind of that September, October timeframe is to do a major Investor Day for each of the three businesses. And then we'll be following up obviously very quickly after that because we're going into last months of this with all our filings that go out with a lot of detail, and then we'll be doing our road shows. So we'll be talking a lot more about portfolio strategy going forward, a lot more of that. You will see capital structure and all will be done and where our leading management team in each of the three companies and uses of cash et cetera et cetera. So we're not that many months off from doing a lot more of that.
Howard Ungerleider:
Peter, this is Howard. I mean I think the only thing I would add a couple of points we'll get the Form 10s out in the fall as well. And I would respectfully disagree with the thesis this is two year old story. I mean, we are focusing on delivering results whether it's volume growth, pricing growth, cost synergies are hitting the bottom line. We've got new assets that have come online that are hitting the bottom line both in the materials division and in the specialty division. And the Ag is a shift from Q1 to Q2. So the businesses are all performing at or above their market comps.
Operator:
And next we'll move on to John Roberts with UBS.
John Roberts:
Thanks. I thought it was a good quarter and I know you're coming up on the hour. So I just wanted to say thank you to Andrew for all your years of service and best wishes in your new role at Aramco.
Andrew Liveris:
Thank you, John.
John Roberts:
Great. Thank you.
Operator:
And our final question today we'll hear from Kevin McCarthy with Vertical Research Partners.
Kevin McCarthy:
Yes, good morning. Thanks for squeezing me in. As we look across your industrial results it occurs to me that volumes are quite strong in areas like Industrial Intermediates & Infrastructure perhaps construction phasing markets. It sounded like they will be even stronger were it not for weather. So in that context, as you survey material sciences, where do you think you might need to de-bottleneck or consider Brownfield capacity additions over the next couple of years? And then, secondly, what are your thoughts on planned maintenance activity in 2Q versus 1Q?
Edward Breen:
Yes. Thanks, Kevin for that question. Look, we have a high return on invested capital opportunities in front of us, what I would call, incremental size investments not anything like the magnitude of what we did in the Gulf Coast and Sadara. Although, those incremental opportunities in plastics would add up to a similar amount of peak capacity and much less capital. We are able to do all that within our D&A levels in Materials Science. So I think that's very positive. We have some growth in all of the segments. So in Consumer Solutions and silicone, you're going to see some need for some additional capacity both for my business and for Mark's specialty downstream business. You are going to see that in Polyurethanes and our assistance business, which has been growing double digit. You are going to see some de-bottlenecking in Industrial Solutions in our EO Derivatives business, which is not had a lot of capital added over time. And I think you're going to see continued good strong growth, the value creation and high free cash flow coming out of those businesses.
Operator:
And that will conclude today's call. We thank you for your participation.
Executives:
Gregory Friedman - Vice President of Investor Relations Edward Breen - Chief Executive Officer Howard Ungerleider - Chief Financial Officer Andrew Liveris - Executive Chairman James Fitterling - Chief Operating Officer of Materials Science Division James Collins - Chief Operating Officer of Agriculture Division Marc Doyle - Chief Operating Officer, Material Science, Agriculture and Specialty Products Neal Sheorey - Vice President of Investor Relations
Analysts:
David Begleiter - Deutsche Bank P.J. Juvekar - Citigroup Jeffrey Zekauskas - JP Morgan Vincent Andrews - Morgan Stanley Hassan Ahmed - Alembic Global John Roberts - UBS Christopher Parkinson - Credit Suisse Frank Mitsch - Wells Fargo Securities Steve Byrne - Bank of America Merrill Lynch Peter Butler - Glen Hill Investments Arun Viswanathan - RBC Capital Markets Jonas Oxgaard - Bernstein & Co.
Operator:
Good day and welcome to the DowDuPont's Fourth Quarter 2017 Earnings Call. [Operator Instructions] Also today's call is being recorded. I would now like to turn the call over to Mr. Greg Friedman, Vice President of Investor Relations. Please go ahead, Sir.
Gregory Friedman:
Thank you, Mitchell. Good morning, everyone. Thank you for joining us for our fourth quarter and full-year 2017 earnings conference call. DowDuPont is making this call available to investors and media via webcast. We have prepared slides to support our comments, these slides are posted on the Investor Relations section of DowDuPont's website and through the link to our webcast. Speaking on the call today are Ed Breen, Chief Executive Officer; Howard Ungerleider, Chief Financial Officer; and Andrew Liveris, Executive Chairman. Also with us in the room today for our Q&A session are Jim Fitterling, Jim Collins, and Marc Doyle, Chief Operating Officer for DowDuPont's Material Science, Agriculture and Specialty Products Divisions, respectively and Neal Sheorey, Vice President of Investor Relations. Please read the forward-looking statement disclaimers contained in the news release and slides. In summary, it indicates that statements in the news release, presentation and conference call that states the Company's or management's expectations or predictions of the future are forward-looking statements intended to be covered by the Safe Harbor provisions under Federal Securities laws. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially. A detailed discussion of principle risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled Risk Factors and each of DuPont’s, Dow's and DuPont's most recently quarterly report on Form 10-Q. Last, we will also refer to non-GAAP measures, a reconciliation to the most directly comparable GAAP financial measure and other associated disclosures are contained in our earnings release and on our website. I will now turn the call over to Ed.
Edward Breen:
Great. Thanks, Greg and thanks everyone for joining this DowDuPont fourth quarter earnings call. I will start by covering the financial highlights. Then provide an update on our three key strategic drivers; the merger, the synergies and the spins. This past quarter marked the first full quarter of operations for DowDuPont and as you saw, our teams delivered strong results. Turning to Slide 4, the fourth quarter highlights were; sales increased 13%; volume rose 6%, well ahead of global GDP; operating EBITDA grew 24%; and adjusted EPS increased 41%. We benefited from strong underlying demand for our products and leading positions in growing markets. All eight operating segments recorded quarterly sales growth as did every geography. We delivered excellent operating EBITDA leverage. Operating EBITDA rose in nearly every segment on increased volume and price, cost synergies, lower pension and OPEB cost, and higher equity earnings. For the full-year, the trends were directionally similar. Pro forma sales, operating EBITDA and adjusted EPS, all grew by double-digits percentages. Now, I will share an update on the merger, synergies and intended spins. Since our last earnings call, we completed the sale of certain Dow Brazil corn seed asset. This was the third and final key remedy divestiture required by regulators. In addition, we completed the realignment of our businesses. Management responsibility for the business is shifting from the material science division to the specialty products division now rest with the new leaders. With that work behind us, our focus now turns to the synergies and the intended spins. Our goal was to hit a run rate of $500 million in cost synergies by the end of 2017. We exceeded this goal. We executed projects with run rate savings of more than $800 million at the end of the year. In fact, about 75% of our synergy projects have now been launched. And as a result of that quick start, our realized savings in the fourth quarter were more than $200 million. Today we are pleased to announce that we have raised our cost synergy commitment to 3.3 billion, up 10% versus our original plan. The lion’s share of the increase reflects upside from procurement. Our procurements teams have worked across DowDuPont together, billing contract-by-contract to identify savings opportunity and have been incentivized to deliver and lock in the highest possible savings. Here is how the new synergy commitment breaks down by division. We see 1.1 billion coming from AG, $1.235 billion from the materials and $965 million from specialty product. Finally, on Slide 5, I will update you on our timeline for the separations and intended spins. Based on our progress this past quarter, we identified ways to accelerate the spin timing. We no longer expect our spins to take up to 24 months from merge date. Rather we now expect to complete the separations about 14 to 16 months from today. We anticipate materials science separating first by the end of the first quarter of 2019 and we expect agriculture and specialty products to separate shortly after that by June 1, 2019. The next steps as you can see include allocating assets and liabilities to each of the independent companies we are standing up in such a way that we achieve the desired credit ratings and that we can compete well with the peers and our respective industries. I'll keep you apprised of our efforts with this timeline on each of our earnings calls. In addition, you will be able to see our progress when we file the initial form 10s this fall when they go effective about six months later subject to SEC approval and when we launch our equity road shows before listing the securities. In summary, our businesses are performing well. The spins are anticipated to occur in only 14 to 16 months from today. And meanwhile, we are taking up our cost synergy number to $3.3 billion. We are excited about the opportunity ahead for our company and for our shareholders as we create these three companies, each focused on serving specific growth industries with more agility and lower cost structures. With more than $4 billion combined in cost and growth synergies, we feel very much in control of our future. Now, let me turn the call over to Howard to review our financial results in more detail.
Howard Ungerleider:
Thanks, Ed. Moving to Slide 6 and a summary of our fourth quarter results. As Ed mentioned, we closed the year with strong financial performance, achieving double-digit top and bottom-line growth. Drivers of the EPS increase include strong business results, quick actions to capture cost synergies, contributions from new capacity additions, improved equity earnings and a benefit from lower pension and OPEB costs with approximately two thirds of these costs in the Specialty Products segment. Our double-digit sales increase was driven by broad based volume growth in all operating segments and geographies and price gains in all geographies. Volume grew 6% on strong consumer demand across all of our key end markets. From a geography perspective, we saw particular strength in EMEA driven by the continued ramp up of Sadara and in Asia Pacific also due to the contributions from Sadara as well as strong demand for Electronics & Imaging. Local price rose 5% as we drove pricing initiatives in all geographies in response to higher raw material cost and tighter supply demand fundamentals. Equity earnings increase led by improved results from Sadara and increased earnings from Hemlock Semiconductor. And as Ed mentioned, we delivered great early progress on our cost synergies through to the bottom-line. These gains translated to operating EBITDA of $3.9 billion in the quarter. Cash flow from operations in the quarter was $4.2 billion driven by increased cash earnings and AG seasonal cash inflow partly offset by contributions to pension plan. And we have returned nearly $2 billion of cash to our owners, which included $1 billion of share repurchases. Turning to the drivers of our tax rate as well as our 2018 guidance in light of U.S. tax reform. This quarter's operating tax rate was 18%, which was lower than our model and guidance primarily due to our geographic mix of earnings, and benefits from changes in tax rate in certain foreign jurisdictions. We will also see that we recognized the net tax benefit of $1.1 billion resulting from the new tax legislation. This benefit is based on two pieces. The first is a gain of $2.7 billion, which was primarily driven by the remeasurement of our deferred tax assets and liabilities. This net benefit was principally due to the purchase accounting step-up as a result of the merger, which was partially offset by a $1.6 billion charge for our foreign unrepatriated earnings. Looking ahead, we expect the U.S. tax reform to lower our 2018 tax rate by 1 to 2 percentage points to a range of 20% to 23%. Now, turning to our segment results, starting with AG on Slide 7. In a tough AG market, our business grew delivering gains in the quarter and for the full-year. In the fourth quarter, operating EBITDA more than doubled to $224 million primarily driven by cost synergies, volume increases, and a net portfolio gain. Sales growth was realized in both seed and crop protection. Seed volume and price rose on earlier Brazil Safrinha deliveries, doubling of corn sales in Argentina driven by penetration of Leptra corn hybrids and growth in the European sunflower and corn seed business. Crop protection volume increased, driven primarily by the continued penetration of new products such as Vessarya fungicide and increased demand from Optinyte nitrogen stabilizers. Volume growth was offset by pricing declines driven by generic pricing pressure, specifically in Latin America and Asia Pacific. Looking ahead for AG, we anticipate full-year sales to increase in the mid single-digit percent range and operating EBITDA to increase in the high teens percentage range. For the year, we expect to deliver top and bottom-line growth driven by new product introductions and cost synergy deliveries. We estimate first half sales and operating EBITDA to be about equal to last year, which is in line with the estimated corn area planted in North America in 2018 and reflective of the challenging price environment. We anticipate about 45% of the first half results landing in the first quarter and 55% in the second quarter. We also anticipate a ramp in our cost synergy realization in the second half and expect our new product introductions to be fully ramped and contributing to growth in the latter half of the year. Turning to Materials Science on Slide 8. Performance Materials & Coatings operating EBITDA increased to $613 million, up from pro forma operating EBITDA of $392 million, primarily due to increased pricing, higher equity earnings, strong end-market demand and cost synergies. Consumer Solutions delivered double-digit sales growth in all geographies, driven by strong gains in local price in Asia Pacific and EMEA. Industrial Intermediates & Infrastructure operating EBITDA rose to $677 million, up from pro forma operating EBITDA of $489 million on pricing momentum, improved equity earnings, demand growth and cost synergies. Polyurethanes & CAV benefited from strong demand and price increases in downstream systems applications as well as from tight MDI fundamentals. Industrial Solutions achieved double-digit sales growth, led by demand in electronic processing, crop defense, and food and pharmaceuticals. The Packaging & Specialty Plastics segment reported operating EBITDA of $1.3 billion, flat with pro forma operating EBITDA in the year-ago period. Price and volume gains offset increased feedstock costs, production and cost impacts from hurricane-related disruptions, maintenance activities as well as commissioning and start-up costs. The Packaging & Specialty Plastics business delivered double-digit sales growth in food and specialty packaging as well as in industrial and consumer packaging in EMEA. Volume growth in North America was driven by robust demand in food and specialty packaging as well as in health and hygiene applications. Looking ahead, the business continues to advance the next tranches of growth. Our Nordel EPDM facility is mechanically complete and well into commissioning activities. In fact, the unit just recently produced its first prime material and will spend the remainder of the first quarter ramping to race and qualifying product with customers, reaching full start-up by the end of the first quarter. Additionally, our new low-density polyethylene unit is also mechanically complete and we expect it to be started up by the end of our first quarter. Moving to specialty products on Slide 9, Electronics & Imaging achieved operating EBITDA of $367 million up from pro forma operating EBITDA of $331 million. Volume growth in cost synergies more than offset hurricane related costs, a negative impact from portfolio and higher raw material costs. Growth in the segment was driven by double-digit volume gains in consumer electronics, industrial and semiconductor end-markets. Nutrition and biosciences reported operating EBITDA of $352 million up from pro forma operating EBITDA of $309 million primarily driven by a portfolio of benefit cost synergies and volume growth. Volume gains were led by increased demand for bioactives, continued growth in probiotics, demand for microbial control solutions and energy markets and growth in pharmaceuticals. Transportation and advanced polymer's operating EBITDA increased to $365 million, up from pro forma operating EBITDA of $276 million. Benefits from volume gains, improved local price and cost synergies more than offset higher raw material costs, double-digit sales growth was led by strong demand from the automotive, electrics and industrial markets. Safety and construction achieved operating EBITDA of $285 million up from pro forma operating EBITDA of $227 million, on broad based volume growth including solid demand across industrial markets, construction and medical packaging. Looking ahead to the full-year for this -, we see continued strong market demand, namely from semiconductor, nutrition, construction and automotive markets. We plan to continue to add capacity in higher growth areas where we offer compelling customer benefits. We are talking to customers about our enhanced offerings, based on the portfolio realignment and are making good progress with the cost synergy delivery plans, resulting in gross margin expansion in all four segments. We see top-line growth for the group at global GDP are better, led by nutrition and biosciences which will benefit from a full-year of the FMC business and gains in safety and construction. Turning to our modeling guidance on Slide 10, starting with our first quarter outlook, we expect continued healthy demand as well as pricing gains across most of our businesses. At the Company level, we expect net sales to be in the range of $20.5 billion to $21.3 billion. Operating EBITDA is expected to be in the range of $4.6 billion to $4.8 billion. First quarter results in the Ag segment will be impacted by a timing shift of sales into the second quarter resulting from an expected delay in farmers' final planting decisions in North America. The quarterly results will also be negatively impacted by an expected unfavorable product mix in the Brazil Safrinha season driven by the delayed summer season harvest. Excluding the AG segment DowDuPont's first quarter sales and operating EBITDA are expected to increase 8% and 13% year-over-year respectively. Volume gains, pricing momentum, cost synergies and lower pension OPEB costs are anticipated to more than offset higher feedstock cost. On the U.S. Gulf Coast, recent severe winter weather has caused operational and logistics issues across the industry. We expect this to translate into a headwind of $50 million to $70 million for the material science portfolio, which will be partly offset by the earnings contributions from the U.S. Gulf Coast startups. I also encourage you to refer to Slide 18 in the appendix for the future commentary on our segment outlook for the first quarter. Next I'll briefly outline our expectations for the full-year 2017 which you will find on Slide 11. We expect top-line growth in the mid-single digit percent driven by continued healthy demand in our core end markets. We expect EPS growth in the mid to high-teens percent on improved business results including contributions from new capacity additions, cost synergies and lower pension OPEB costs. Higher interest expense related to our growth projects coming online will be partly offset by the tailwind from lower tax rate. Finally, I would like to end with some comments on Sadara, on Slide 12. In 2017, the JV made significant strides bringing all 26 units at the world class site online. In the fourth quarter Sadara steadily ramped up its asset and tested the site’s full integration. The JV’s strong operational performance gives us confidence as we move towards to the next step, the lender reliability test. Sadara is planning to conduct test runs in the coming months and expect to be ready for a full LRT late this year or early next year. Here are some points on the scale and breadth we have already achieved. In 2017 Sadara produced four billion more pounds of product than 2016. Sadara’s polyethylene has already been supplied to more than 700 customers in 71 countries. The year derivatives are ramping up with products already delivered to 240 customers in 50 countries. And in the isocyanate chain, Sadara has delivered MDI to nearly 200 customers in almost 40 countries and TDI sales are just beginning. Sadara is well positioned to meet the strong consumer led growth drivers in the emerging regions of Asia, Eastern Europe, India and Africa. Financially, in 2017, the JV performed in line or better than the guidance we provided in terms of its contributions to material sciences revenue, EBITDA and cash flow. As we look to 2018 and the JV enters its first year of all commercial operations, we see $200 million tailwind to EBITDA from Sadara on a year-over-year basis. This is an important step for the long-term profitability of this JV and it shows that the JV is making solid progress in spite of the underlying factors that have changed since both partners authorize the project. Sadara with oversight from both partners is implementing an action plan that aligns to these new reality. And that’s why we and our partner remain fully committed to this growth investment in the long-term average annual contribution from Sadara which we still see is about 400 million a year over the cycle. As we look ahead, Sadara will continue executing its go forward action plan. This includes further ramping operating rates, selling out and optimizing the product mix, scaling down start-up and commissioning and preparing the site and our teams for LRT activities. With that, I will turn the call over to Andrew.
Andrew Liveris:
Thank you, Howard. On Slide 13, I want to start by acknowledging the incredible progress our teams and our Board have together achieved in just five short months. We are already demonstrating the value creation potential of this historic merge and spin transaction. Here are the headlines since closing the merger on September 1. We realigned the portfolio, further positioning intended spins for long-term competitive advantage and sustainable growth, with unanimous Board approval, just 12 days after merger closed. All remedy actions required to close the merger were completed on target. Our Board announced dividend and buyback plan, and we initially began returning cash to our owners with nearly $2 billion returned in the fourth quarter alone. We rapidly made progress to get to our cost synergy commitment. As Ed and Howard mentioned, we exited the quarter ahead of our run rate commitment and are already seeing cost reductions hit the bottom-line, and our confidence led us to increase our synergy commitment now to $3.3 billion. On the spin timing we announced today an accelerated timeline to unlock three world class companies, with material science spinning first, followed shortly after by the separation of agriculture and specialty products. And last but not least, we remain squarely focused on operational discipline, commercial excellence and hedge our business management delivering double-digit top and bottom-line growth this year. In sum, it was a breakthrough year for DowDuPont and our stakeholders, one where we delivered on all of our financial, strategic, and operational commitments. On Slide 14, I want to take a broader view of the growth investments in our control as we work through the steps of this transaction. Our three divisions are capitalizing on a series of strategic investments in their core end markets and continuing to expand our portfolio to meet rising consumer demand. First, in AG, we successfully launched Enlist cotton in 2017 and achieved approval to enable the full launch of Enlist corn in the U.S. and Canada for the 2018 growing season. We also completed the acquisition of Granular, which will further position us to help grow us enhance their business. Looking ahead, our combined AG pipeline is stronger than ever and we expect to launch 21 new products in the next five years equally balanced between seeds and crop protection. In Materials Science, we will continue to capture growth from our capacity expansions in the Middle East and on the U.S. gulf coast. We are bringing on the industry's broadest and most differentiated derivative slate at a time when demand for our products and technologies is robust around the globe. And finally in Specialty Products, we are adding capacity in higher growth end markets to meet increasing demand from our customers. For example, Electronics & Imaging is bringing on additional capacity with CMP pad production at a time when demand for our unique capabilities is very strong. In Nutrition & Health, we are expanding capacity in robotics enabling us to strengthen our position as an industry leader and allowing for an increased pace of new product development. And for Transportation & Advanced Polymers, we are adding extrusion capacity to reflect trends in the automotive sector. These growth investments and many others in our playbook positioned each intended spin for enhanced earnings growth and cash flow generation as well as further strengthen their long-term competitive advantages. With that, I will turn to our near-term outlook on Slide 15. Throughout much of the world, economic expansion has gained momentum, driven in the large parts by robust and upbeat fundamental in consumer and business confidence, employment, and wage growth and manufacturing our infrastructure investment activity. In fact, for the first time in many years we are seeing broad based synchronous growth around the world. In developed economies in particular, we continued to see strong leading indicators of broad based and sustainable growth. In addition, we see the comprehensive tax reform in the United States as a catalyst for increased domestic capital investment, which will take advantage of enhanced competitiveness and pro-business investment incentives. We are also bullish on developing economics with the emerging middle class in India, China, Africa and the Middle East continued to support sustainable growth. We are mindful that volatility and uncertainty remained in this environment and there are select sectors, where we are cautious most notably AG as we see soft market fundamentals persisting in the near-term. But on the whole, we are optimistic about the products and technologies within DowDuPont's portfolio, which are well positioned to meet growing needs in our core end markets. I will close with our priorities going forward on Slide 16. Simply put, they are delivering greater earnings and cash flow growth, achieving our cost and growth synergy commitments and driving towards standing up and separating the intended companies. All three of these priorities are shared by your board with the focus of the board squarely on delivering the increased synergies, achieving all the milestones in spin timing, ensuring the capital structure of the intended spin such that each can achieve their targeted credit ratings and driving the accelerated spin timeline that we showed you today. The board and management team have never been more confident in the teams we have in place to deliver against our key priorities. Our pathway is clear and we have our hands on all the value creating levers. We are creating three industry leading companies, focused and agile organizations ready to adapt at the speed of business today and with vast growth potential benefiting our customers, communities, employers – employees and shareholders alike. With that, I will now turn it to Neal to open the Q&A.
Neal Sheorey:
Thank you, Andrew. With that, let’s move on to your questions. First, I would like to remind you that our forward-looking statements apply to both our prepared remarks and the following Q&A. Rachelle, would you please provide the Q&A instructions?
Operator:
[Operator Instructions]. And our first question today will come from David Begleiter with Deutsche Bank.
David Begleiter:
Hey. Good morning. Ed and Andrew, on the synergies, do you believe there is further upside potential on the cost synergies and any further update or confidence on realizing the growth synergies over the next couple of years?
Edward Breen:
Yes, this is Ed. On the synergy front look, I feel really good about where we got here with the extra $300 million. Look , we are going to be still looking over the next six, seven months for any other synergies we have and I will see where we end up, I don’t want to pre-comment on that. But I will say two things. Our procurement teams are still working very hard and they are not through everything yet, but they did hit the bigger items first, so just to give you a little perspective. And There is an awful lot of work going on with Marc Doyle and his team on the SpecCo side simply because so many end-market businesses came together with Dow and DuPont. So we are still taking a really hard look there. So that would be the opportunities, we are still testing as we go down the road. But I will tell you just to the second part of your question, we have really moved more to the growth synergy focus now. Marc on the SpecCo side has all the teams now getting together now that we are managed as one business from both the Dow side integrated in with the DuPont side and we are really working through a whole list of great action items there for growth. So, I think you’re just going to see a lot more opportunities in SpecCo than we simply would have had before when we realigned the whole portfolio. And my gut is David by time on the next earnings call; we will be talking a lot more specifics with you about where we see our biggest growth opportunities from putting these businesses together. And of course, we have talked on the AG side. There is huge amount of opportunity there just because of the different channels to market that we have, and Jim Collins and the teams have already played extensive work into that because those teams have been together for over a year now talking about these type of things. So again, we will talk more about that next quarter. But that’s where the excitement inside the company will now turn to once we lock down of what is the final cost synergy number, let’s really just get focused now on the growth side of that.
Operator:
And next to move on to P.J. Juvekar with Citigroup.
P.J. Juvekar:
Yes. Good morning. A question on AG. You mentioned price declines in crop chemicals due to generic pressure. Can you be more specific on that, which can be insecticides, herbicides. And then what is the risk that this pricing pressure comes to the U.S. this spring?
James Fitterling:
Hey good morning PJ, it's Jim. Yes, specifically in the fourth quarter we mentioned some price pressure primarily generic and that's really coming out of Latin America and mostly aimed at fungicide portfolio. Some of the [indiscernible] derivatives that we sold, we sold both the straight [indiscernible] and several mixtures in that marketplace. And some of those straight molecules came under a little bit of stress. So when I think about pricing pressure and some leakage as you suggested into North America, we are really are not seeing as much on the chemistry side as we are likely have feel in the seed side due to the pretty aggressive competitive pressure out there. And just really tough market for growers with commodity prices and a trending where they are. We are expecting as Howard said in his comments, that it's going to be a tough fill here as we start out the year.
Operator:
And next we will hear from Jeff Zekauskas with JPMorgan.
Jeffrey Zekauskas:
Hi, good morning. I have a two part question. In your guidance you say that the cost synergies year-over-year are about $1 billion benefit, and so if you not doubt about 250 in 2017 that's about $1.25 billion. So that means you have got $2 billion more to go in order to get to your target. Why is the number for 2018 such small relative to the total? Second question is your cash flow from operations was $4.2 billion. But last year, Dow and DuPont each combined generated $6.3 billion cash flow. So what was the amount of your non-recurring charges -cash in the fourth quarter so we can head them back to the $4.2 billion?
James Fitterling:
Yes let me hit the cost synergy and maybe turn it over to Howards on the cash piece. Remember, there is run rate synergies and then synergies captured within the period. So we are on a very significant ramp as we said we did over $200 million that we have got in the quarter, but we actually exited at a $800 million run-rate. Now remember, when we track all of our synergies as when we accomplished the task and is done, and then what will happen Jeff is some of these takes six ,seven, eight months to kick in. I will just give you two examples, I think just they are easy to understand, but I could give you 20 of them. We are doing a lot of rooftop consolidation, and by the way even more announced SpecCo than we are planning because if everything coming together. And by the time we get out of leases or maybe sell one of the properties consolidate into either a Dow or DuPont location. You are kind of - some of these projects - we are tracking them and then how long they are going to take, they take some months. And by the way another easy one it happens to be a fairly decent number for us is on a current track manufacturing side, we are making a lot of moves on the contract manufacturing side, but we have contracts in place that could be another four, five, six months before it ends with a contractor and we make our move. So again we are tracking every one of them in detail, but that's why you will see as we exit even this next calendar year 2018. You will see a very high run rate or ramp at the end of 2018, but of course you won't see that same number actually hit and fall within the year. And so we will give you both numbers both times, but you will by the time we get the 2019 most of this is kicking in and we will be on the tail end of it. Literally as I said 75% of the projects are already launched, so we are really in flick of it right now and you just got to give it some months in many of these cases to actually kick into place. And don’t forget one of the other big delays and we have already taken a bunch of these actions is on the AG side also where it takes a planting season to actually realize the savings. So a lot of Jim Collins bigger moves like the seed production consolidation from third-parties internally to an old heritage DuPont product facility, you won’t see until you get into the next year. But again, we will keep you posted on what actions we have taken and then try to give you a lot of clarity around in period versus run rate.
Howard Ungerleider:
Hey, Jeff. This is Howard. On the cash from ops, good question and you’re right to target areas that you did. You know because of the merger, we don’t have any pro forma statements on cash flow. But when you do an apples-to-apples look, our cash from ops is actually up almost $1.5 billion versus the same quarter a year ago when you strip out some of those one-time items. So nearly a 30% increase in the cash from ops on an apples-to-apples basis versus same quarter a year ago.
Operator:
And next to move on to Vincent Andrews with Morgan Stanley.
Vincent Andrews:
Thank you. And good morning, everyone. Ed, I’m just wondering if the change in U.S. tax rates has impacted your calculus at all in terms of the strategic opportunities that might be available at Specialty Co and I guess what I mean by that is, obviously one scenario is simply that the wait and see, at what multiples Specialty Co will trade at in late 2019 post the two spins. But given elevated peer equity multiples today and now at lower tax rates, just kind of wondering if M&A may be more appealing in terms of crystallizing multiples today versus kind of do reverse Morris Trust or other more tax efficient structures that would likely take more time and therefore encounter risk as where equity market multiples might evolve to? Thanks.
Edward Breen:
That’s a loaded question. By the way just in general on tax reform, I mean you saw the benefit we are getting from that one to two points in the factory, actually [indiscernible] DuPont it would even be a bigger percent probably double that just for background. But I just mentioned a couple of points so that we are clear on this, we do have a decent amount of overseas cash between the merge company, I think it’s $12.2 billion out of our $13.5 billion literally. But what we are obviously going through right now is about all the beginning of - moving all the liabilities around and see how we get to the ratings that we want with the rating agencies for the three businesses. So our teams right now are in a little different mode than a typical company because we are really now looking at what does each of the three companies need to maintaining overseas cash, especially based on the SpecCo realignment of the portfolio. So what do we actually need to leave overseas to run of international operations and where, and then what do we have that we want to bring back et cetera, vis-à-vis based on the ratings that we want also. So that whole exercise is going on right now with our treasury and finance teams throughout the Company. But to your point on SpecCo, look, SpecCo has always had a lot of optionality to it and what we can do to create shareholder value. One of the things I love about it, just the way it’s configured now, I love it, because I think it comps extremely well against the best peer companies in that sector and I don’t mind saying their names on the phone the Honeywell and the 3M. Our EBITDA margins by the end of this year will be right on top of the best of those two. Our CapEx spend is about 4% to 5% of sales which is right on top of best-in-class peer which should allude to a great ROIC for the business done right. Our R&D is about in line with where those peer companies are. So just the way the portfolio was configured now. I think we sit really pretty as people start to understand it more the power of what we have put together, I think it should be afforded a multiple in the range of those companies. Having said that, we will always look at the best shareholder creation steps we can take and these are for any companies within a SpecCo and we will certainly look at that as we go down the road. Don't expect anything for us to be doing stuff now. We are literally just integrating thousands of people together in businesses, and we want to get back right and be very comfortable that we are positioned and then we will look at all our options.
Operator:
And next we will move to Hassan Ahmed with Alembic Global.
Hassan Ahmed:
Good morning guys. A bit of an interesting here obviously on the ethylene, polyethylene side of things. Obviously as I see it a couple of moving parts and then you obviously have the U.S. capacity coming online, which should be a headwind. But on the other side, a lot of charter around China pollution related curves and now obviously, the latest and greatest news about China sort of banning the import of solid plastic waste. So just wanted to sort of get a sense of how you're thinking about the nearer term 2018 side of things within the global ethylene, polyethylene market.
James Fitterling:
Good morning Hassan, this is James, sorry about the voice. Yes, I think we now look for growth and be a still solid and about 3.7% growth rate as we look forward. China obviously has continued to grow actually; the emerging markets are continuing to grow. So while new polyethylene capacity has come on in the U.S., not enough has come on really to keep up with the market growth rate. And if you look at what is happening right now actually ethylene is longer than polyethylene in the Gulf Coast. We don't have enough plans right now in the Gulf Coast to convert it also. I think you're going to see things are going to be a lot more balanced in 2018 and 2019 and people anticipate. The recycling bans are having some impacts in some countries. As I probably hear more noise about that in Europe, where places like Germany have no place to move materials and it’s backing up to both PET and polyethylene. And of course, there is no place to incinerate in Europe, the incinerators are all full. But all that said, I'm not sure that has a very big effect on the leverage and PE growth rate. Most of that recycling is going to move to another country and some of them is moving to Southeast Asia right now. Your point on China though in terms of carbon and emission is very true. For several years, their emissions have gone down from burning less coal last year they rose. There are a lot of concerns about that you have seen a lot of pressures being put on. They need to sustain negative coal burning rates like negative 1% per year to actually have an impact on pollution and the way you see that is the big pull that's coming on LNG into China. They are going to have to increase LNG import something like at the rate of 17% to 19% per year and the China keep the pressure on coal and to keep the pollution down. Right now, MTO in China is out of the money by about $150 a ton, those operating rates are low. So all these dynamics I think are very favorable for us as we look forward with this new capacity coming on in the U.S. gulf and two more furnaces for TX-9 and a couple of new plants; one in Europe and one in the U.S. Gulf Coast in the next couple of years.
Edward Breen:
And I would just add Jim, Middle East, we have said this many times that the supply side is pent upped there with lack of wet gas. And so many of the Middle East producers including our friends at Aramco are now looking at ways to get liquids into the ethylene mix, which means a hell of a lot of byproducts, and you’re going to have to move a whole lot of other type of materials. So the CapEx upside of that as well as the multiple products will slow down supply from the Middle East. So, I think that our asset is well timed from the last based on [ridgy] (Ph) thing and I think that adds to the point on supply side. So we have always said this cycle looks more like a ridge and we see nothing that’s going to stop that for at least foreseeable years.
Operator:
And next to move to John Roberts with UBS.
John Roberts:
Thank you. I think the guidance for the fourth quarter for Performance Materials & Industrial Intermediates, EBITDA growth was 10% to 15% in that range, you loop through your guidance. So maybe, you could give us just a rough bridge of the guidance versus the results, where was the upside versus what you are expecting?
Howard Ungerleider:
Yes, John. So, our revenue was up 15% versus same quarter last year and all businesses and all those were up. Prices up 10%, volume was up 4% and consumer solutions tranches up 9% and it was up revenue 14%. Even Monomers & Coatings was up on price by 10% and volume up 4%, and that was led by North America and Asia Pacific, and the construction outlook there continues to be good. Look, we have downstream demand across all the silicones markets and application, but I think that’s true as well for Marc’s businesses. The acrylic operating rates have been better. MMA is still tight and I expect it to be tight through the first half [indiscernible] looks like it’s going to be tight through 2020. The acrylic operating rates are much better. So, I think all of that’s been very constructive and we have seen everything moving in the right direction, which I think looks to be.
Operator:
And next we will hear from Christopher Parkinson with Credit Suisse.
Christopher Parkinson:
Thank you. So you’re already actually in a pretty solid fashion across Specialty Co in regard to synergies as well as taking some portfolio actions on some lower return businesses albeit some smaller ones. But last quarter you also discussed what you referred to as your playbook to deliver the $1 billion in revenue synergies, in which you mentioned Health & Nutrition as well as in acquisition of FMC. Can you just give us a little more color on both of these fronts and as well as what your ultimate long-term goals are? Thank you.
Edward Breen:
Yes. Let me hit the first part on the portfolio and let Marc talk about some of the growth initiatives, which he has really been digging into with his team. We have already done our full analysis on the portfolio and there clearly are parts of the portfolio like you expect from a business diverse like that, that we would want to exit and monetize the asset. In the ballpark you would pull on that, it would be somewhere between 5% and 10% of the portfolio or things we would take a look at and they just don’t fit our strategic focus and by the way, our EBITDA margins will actually go up bit closer on the lower end of our averages in a couple of cases very significantly. So that cleanup will be important. We will try to accomplish some of that this year. We got it gated a little bit by the stress on our financial teams doing the spins. But we know kind of what we want to do from that end. And one thing, we have I think talked about pretty extensively to keep in mind, there is clearly some of that we wanted to do in the nutrition and health side, because we have got four, five really big growth areas there, but we have a few that are a little more in the commoditized side that we would want to clean up. So that's the one specific area we want to get to. But Marc, let's talk about some of the growth things you're working on.
Marc Doyle:
Yes thanks Ed, and thanks Chris for the question. Just focusing on N&B as a starting point and as you referenced that. The general theme here is focusing on the segments that we think have really attractive long-term growth potential and particularly the combinations that we put together in Specialty Co. And so as an example within N&B, the traditional N&H business has now created a pharmaceutical recipient business that's really unrivaled. The combination of the FMC business in that's space on the Dow business in that space. And we did complete the integration of that business together, it's been launched now throughout in the market talking to channel partners and finding a lot of opportunities to grow faster, because we have just got a very unrivaled portfolio now of products in that space and it's a pretty attractive long-term growth space. And then I would also mentioned of course that doubling down in the growth investment in some of the other real horses like the probiotics business, which has been growing double-digits now for several years and is really reaching an appreciable scale. And so just maybe one final comment, you asked about the playbook for innovation. It's really around portfolio management, shifting the focus to these higher growth segment, it's about ensuring that we are leveraging best practices across all of the specialty businesses and it's about putting in place direct culture of focused on innovation, customers and market knowledge. And so these things are the levers that we will play out over the next couple of years to pick up the growth rate of the whole division.
Operator:
And next we move on to Frank Mitsch with Wells Fargo Securities.
Frank Mitsch:
Hi, good morning gentlemen and get well soon Mr. Fitterling. Howard as I think about your share buyback program. You guys said $4 billion was kind of a first tranche that you wanted to get out there. You did a $1 billion in buybacks in Q4. Your guidance for fiscal calendar 2018 is $5 million shares lower than for first quarter 2018 which seems kind alike. Can you please enlighten me on what is your strategy is there and might we see it upsized et cetera. What is the pace we should be thinking about?
Howard Ungerleider:
Frank good morning. I'm not sure I can enlighten you, but I really answer to your question, how you're doing. What I would say is we did a $1 billion in the fourth quarter. As we think about Q1 I would say you should think about that same rate of the first quarter is another $1 billion. Of course we are going to continue to be opportunistic as we were in the fourth quarter. Remember that and Ed made a comment on earlier question I mean we are working on the capital structure of all three companies and that's the work that we have to do through the balance of this year until we get each of the new divisions rated, we don't have broad access for the debt capital markets, so we want to maintain financial flexibility, and I would say prudent levels of liquidity. But with that said, we are going to continue to be opportunistic. And don't forget in terms of the guidance, you have got a time - a weighted average effect right, because you're not buying in the first month of the every quarters. So you are basically doing it in a lag basis because of when we report earnings and the open window versus the prior period.
Operator:
And next we move on to Steve Byrne with Bank of America.
Steve Byrne:
Thank you. Given your comment about challenging fundamentals in AG, do you expect more traction in your financing program to those growers that buy both seed and chemicals given your broader platform in those products now? And any update on the use of the Mycogen brand throughout that retail channel, are you planning to expand that? And then just lastly, any update on Chinese import approval on Enlist soy when do you think you might be able to launch that?
Marc Doyle:
Great, Steve. Thanks for the questions. On your first part, you are right, around our programs and our offering, it’s a little bit early in that North America season to connecting point just what the uptake might look like, our TruChoice program that we have out there I think is one of the most competitive in the industry and it does a nice job of rewarding loyalty and opportunity for our broad set of customers across the North American continent to participate appropriately. So we are excited about that. Your third question was around Enlist soy, and as we talked about before, we feel like we are the next on in the queue for solutions around that with Chinese regulators, we have complied and supplied all of the documentation and information that’s required and have had some really good dialogue. Enlist soy along with Qrome represent a pretty substantial opportunity for us in the seed business for growth for the future. So we are quite interested in getting those approved. And we are monitoring that very, very carefully. Your second question was around the Mycogen brand, and Mycogen brand has a spot of nice opportunity in the retail and distribution marketplace. And as I said before, I have talked about this, this gives us a unique opportunity to penetrate more into that space by putting more and better genetics in those bags upping our gain there and leveraging kind of a multi brand, multi-channel now approach. So yes, we are excited about the Mycogen brand and stay tuned as you see us move forward through the latter part of 2018 and into 2019. We will be refining that multi-channel multi brand strategy not only in North America, but you will see additional brands in Europe and in Latin America to kind of round up that offer.
Edward Breen:
Yes let me just add on the AG piece because you have mentioned a top AG market. Just to put this in perspective, last year we grew the revenue line low single-digits and we had double-digit earnings growth in the AG business, between both the Dow and the DuPont portfolio. We are forecasting this year that we are going to have mid single-digit revenue growth and high teens earnings growth which certainly doesn’t make me feel bad. And probably it’s driven by two core factors, there is more than this, but if you look at it high level, a lot of our synergies kick-in in the second half of the year in AG. So that’s something within our own control and Jim has a lot of product launches that are kicking in that we expect for the second half of the year and those two really drive the results for us. So yes we get choppy quarter-to-quarter because of the shift in the AG business. But when you look at the whole year picture and the whole planting season, we think we are keying up for a nice year in a tough market that’s probably going to be flat but we are feeling good about our positioning.
Operator:
And we will move on to Peter Butler with [Glen Hill Investments] (Ph).
Peter Butler:
Hey. Good morning. I guess I have one question relating to your balance sheet. If you're successful in consummating all the deals that you might be contemplating now. What might your balance sheet look like just before you start the spinoffs with material?
Howard Ungerleider:
So Peter, this is Howard. I'll take a stand at the question. I mean what we are working on now is really setting up these three separate publicly traded companies all for growth - all with more focus and the ability to move faster. We are pretty clear that target credit metrics and credit profiles that we are working on the Materials Science should look like Dow in the fourth quarter of 2015. The AG Company should look like DuPont in the fourth quarter of 2015 and we have set investment grade for the Specialty division. So we are setting up pretty strong investment grade companies that will all be focused on growth and obviously, I think Ed mentioned it in his prepared remarks, but we are working on the assets and liabilities, and the pensions and the cash and the debt. And so that's the work that we have in front of us and you will be hearing more as the timeline slide in the deck shows, you will be hearing more as we get through the next several quarters through the end of 2018.
Edward Breen:
I guess the punch line is we are highly confident though. We are going to get to the credit ratings we want, because we already know in aggregate what we have and we are going to fortunate to get to where we need to be. So it's not a while we just got a lot of hard lifting to do, we get it all the right places.
Howard Ungerleider:
And so I think as you said in your script, we are in control of the cost synergies. We have the playbook, they add details. We know when that will hit, we know the lag lead on AG, we know that that number is in our imminent future. And now, we are getting the growth synergy conversation the earlier question deeply within all three divisions. So when you look at the go-forward 12 months in front of us here before we get the spin, the abilities ahead you lift on cost synergies and get the growth synergy platform, will give us three robust balance sheets to enable us to go through more work on growth or share buyback or both most likely.
Operator:
And next we move to Arun Viswanathan with RBC Capital Markets.
Arun Viswanathan:
Great. Thanks good morning. Just a question on the guidance here. I just wanted to confirm, did you say that Q1 EBITDA will be up 13% year-on-year ex some of the onetime items. And Q1 is usually your strongest EBITDA quarter? Is that going to be the case in 2018 given typical AG segment seasonality, or do you expect something different in 2018?
Edward Breen:
Well. Let me just hit one point, we are going to have a little bit of a different flow this year, because we have such significant cost synergies kicking in which obviously drops rate to our EBITDA line. So that's a little different than just running our normal seasonality in the business, so just keep that in perspective, but just let me turn it over to Howard.
Howard Ungerleider:
Yes. I would just say that operating EBITDA and what you see on the modeling side ex-AG up 13%. When you include AG, because of the seasonal shift that James talked about, Ed has talked about between Q1 and Q2 it's obviously lower than that, but 4.6 to 4.8 is the guidance we are giving for operating EBITDA for Q1 for the company.
Operator:
And next we move to Jonas Oxgaard with Bernstein.
Jonas Oxgaard:
Good morning guys. I'm trying to understand the guidance now the full-year guidance for – talking especially plastics. Now, I realized some of the records saying the guidance to commodities with few trials. But in spite of flat sales and yet in the very page, you talked about $1.5 billion extra revenue from Sadara, TX-9 derivatives are going to be in line, crude at $50 higher than it was in 2017 average. So why class sales?
James Fitterling:
Yes, Jonas. This is Jim, a couple of things if you looked at where we were in the fourth quarter, one of the things that was in the fourth quarter numbers was a pretty high amount of ethylene and hydrocarbons byproduct sales. If you remember we came out of the hurricane and we actually were running pretty well, most of our competitors were having some trouble with the crackers, but our crackers were running and some of the polyethylene plants were down, we had [indiscernible (0:37)] for example. So we had a little bit different mix than we usually had with more hydrocarbon sales. Our view going forward is, we will have less of that next year. I think we will have a lighter crack slate next year, which means less byproducts in Europe. In this year, we had a big season in Europe, butadiene prices spike. And so I think that’s going to come off a little bit. We are going to have higher hydrocarbon costs through the year. So we are anticipating we will be able to keep up with that. But we are not anticipating a huge margin improvement on that. And we have got some start-up costs in the first part of the year. So I think in general and you’re right, the plastics business volumes are going to increase, but the hydrocarbon byproduct sales and the ethylene sales are going to come down a bit. And with the lighter crack slate, it will be a little bit less advantageous in Europe for us for byproduct sales.
Operator:
And that is all the time we do have for questions. I would now like to turn the call back over to Mr. Neal Sheorey for any additional or closing remarks.
Neal Sheorey:
Thank you, Rachelle. And thank you everyone for joining our call. We appreciate your interest in DowDuPont. For your reference, a copy of our transcript will be posted on DowDuPont's website later today. This concludes our call. Thank you very much.
Operator:
And that will conclude today's call. We thank you for your participation.
Executives:
Gregory Friedman - VP, IR Edward Breen - CEO Howard Ungerleider - CFO Andrew Liveris - Executive Chairman James Fitterling - COO, Materials Science Division Marc Doyle - COO, Material Science, Agriculture & Specialty Products Neal Sheorey - VP, IR
Analysts:
P.J. Juvekar - Citigroup Vincent Andrews - Morgan Stanley Jeffrey Zekauskas - JP Morgan David Begleiter - Deutsche Bank John Roberts - UBS Kevin McCarthy - Vertical Research Partners Frank Mitsch - Wells Fargo Securities Arun Viswanathan - RBC Capital Markets Robert Koort - Goldman Sachs Don Carson - Susquehanna Financial Group Hassan Ahmed - Alembic Global Peter Butler - Glen Hill Investments Steve Byrne - Bank of America Merrill Lynch
Operator:
Good day and welcome to the DowDuPont's Third Quarter 2017 Earnings Call. [Operator Instructions] Also today's call is being recorded. I would now like to turn the call over to Mr. Greg Friedman, Vice President of Investor Relations. Please go ahead, Sir.
Gregory Friedman:
Thank you, Rachelle. Good morning, everyone. Thank you for joining us for our third quarter 2017 earnings conference call. DowDuPont is making this call available to investors and media via webcast. We have prepared slides to supplement our comments which are posted on the Investor Relations section of DowDuPont's website and through the link on our webcast. Speaking on the call today are Ed Breen, Chief Executive Officer; Howard Ungerleider, Chief Financial Officer; and Andrew Liveris, Executive Chairman. Also with us in the room today for our Q&A session are Jim Fitterling, Jim Collins, and Marc Doyle, Chief Operating Officer for DowDuPont's Material Science, Agriculture and Specialty Products Divisions; and Neal Sheorey, Vice President of Investor Relations. Please read the forward-looking statement disclaimers contained in the press release and slides. In summary, it says that statements in the press release, the presentation on this conference call that states the Company's and management's expectations or predictions of the future are forward-looking statements intended to be covered by the Safe Harbor provisions under federal securities laws. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially. A detailed discussion of principle risks and uncertainties which may cause actual results to differ materially from such forward-looking statements is included in the section titled Risk Factors in both Dow's and DuPont's most current annual report or Form 10-K, as well as the joint proxy statement prospectus included in DowDuPont's registration statement on Form S-4. In addition, some of our comments referenced non-GAAP financial measures, a reconciliation to the most directly comparable GAAP financial measure and other associated disclosures are contained in our earnings release and on our website. Unless otherwise specified, all financial measures presented today are on a pro forma basis and where applicable exclude significant items. I will now turn the call over to Ed.
Edward Breen:
Thanks Greg, and thanks everyone for joining us for the first earnings call for DowDuPont. On Slide 4, I'll cover our third quarter highlights and provide an update on three key strategic drivers; the merger, the synergies and the spins. We are making good progress on all fronts while continuing to execute in the business. Some pro forma highlights for the quarter include; sales were up 8%, volume grew 4%, operating EBITDA rose 7%, and adjusted EPS increased 10%. Overall demand indicators were strong, particularly in packaging, electronics, transportation, instruction and consumer care markets. An exception was Ag which was soft, particularly in Brazil due to the delay to the start of the summer season and lower expected planted corn area. However, we'll cover the Ag segment results in further detail but we expect a strong finish to the year for this business. Operating EBITDA increased despite several headwinds in the quarter including hurricanes, higher feedstock cost and start-up expenses for new assets we are bringing online to continue to meet demand growth. As you know, we closed the merger on August 31, this was a significant milestone that followed months of hard work, strong execution of a complex transaction, and the completion of a rigorous regulatory approval process. Less than two weeks later our newly formed board unanimously approved a realignment of more than $8 billion in sales and approximately $2.4 billion in EBITDA from the Materials Science Division to the Specialty Products Division. This realignment was based on a thorough analysis completed over four months. The thoughtful decisive actions by our board better aligned the businesses with the end markets they serve, increased their competitiveness, and importantly, enhance their long-term growth potential. We also completed two of our three remedy divestitures, we close the Dow ethylene copolymer asset sale on September 1, and just yesterday we completed the sale of certain DuPont crop protection assets to FMC along with the acquisition of most of FMC's health and nutrition business. We expect the third transaction, the sale of certain Dow Brazil corn seed assets to close later this quarter; this is all good progress and once again shows our team's focus on rapidly working through our key milestones. Now let's turn to synergies on Slide 5 starting with cost synergies. First and foremost, we remain committed to our target of $3 billion, no change to that expectation. Our previously stated timeline still holds, we expect to reach a 70% run rate by the end of year one and 100% run rate by the end of year two. Since the portfolio review announcement, we spent additional time reworking our cost synergy playbook and the division targets. Due to the portfolio change, we now expect costs synergies of $1.2 billion for material sciences, $800 million for specialty products, the cost synergy target for Ag remains at $1 billion. And we have already begun taking action; in the third quarter we took a restructuring charge of $180 million. This charge accelerated the capture of the synergies, and today we announced actions that are designed to integrate the divisions post-merger and deliver efficient cost structures for the three intended companies; they include procurement synergies, global workforce reductions, buildings and facilities consolidations, and select asset shutdowns among other activities. These changes are carefully designed to help us create the strongest possible foundations and clear strategic focus for each of the three divisions. We expect total pretax restructuring charges of approximately $2 billion which encompasses the majority of the actions we will take to generate the $3 billion of cost synergies, and we project that our cost savings will hit a run rate of $500 million by the end of 2017. Keep in mind the cost synergies included in cost of goods aren't recognized until they flow through inventory. There will be CapEx associated with capturing a portion of these cost synergies; setting aside synergy related CapEx we are also carefully scrutinizing our CapEx plans for each of the divisions and expect their 2018 spending not to exceed D&A before the accounting step-up. Turning now to growth synergies, we have also begun our work on the $1 billion target. And let me give you a few examples of what we are doing. First in Ag, we have a very strong pipeline set to deliver 10 new seed products and 11 new crop protection products to the market over the next five years. We will leverage our expanded market access to deliver these solutions to our customers. An example of this is in Brazil where we will use our advantage throughout the market to expand the launch of our new Conquista [ph] and Enlist E3 soybeans. Another example draws on the combination of Dow Pharma and Food, the DuPont Health and Nutrition portfolio, and the business we just acquired from FMC. Our portfolio now has one of the broadest pharma offerings to serve the growing excipients industry. We can now provide customers with capabilities to blend and integrate requirements for controlled release, binding and solubility, and emerging needs. Our new pharma excipients business unit created from the integration of Dow and FMC also gives us a stronger position in the healthcare market when combined with our other initiatives in medical silicones, medical packaging and emerging bio-based products. We plan to share more details with you as we continue to advance and implement our plans. Finally, I will share an update on our intended spends. Recall that we initially said we expected to complete the intended spends 18 to 24 months after merger. The recent realignment of the businesses and reduced new complexity to the financial carves, IT harmonization, and legal entity requirements. Our team spent the past few weeks remapping the stand and spend timing, looking at several scenarios and walking through risk mitigation plans. We remain committed to our previously stated timeline of 18 to 24 months for merger close and our teams have begun assessing our options to accelerate this timeline. In summary, we are executing on our top priorities, we're delivering our operating and financial plan, we've begun the work to achieve our synergy targets on schedule and we're advancing the process of standing and spending the intended companies. I'll now turn it over to Howard to review our financial results in further detail.
Howard Ungerleider:
Thanks, Ed. Moving to Slide 6 and a summary of our results on a pro forma basis. We delivered adjusted EPS of $0.55, up 10% versus the year ago period. This was driven by higher business results, improved equity earnings, as well as a $70 million benefit from lower pension/OPEB cost due to purchase accounting with approximately two-thirds of these costs in the specialty product segments. Sales in the quarter grew to $18.3 billion and operating EBITDA increased to $3.2 billion, both driven by volume and price gains. Sales were up in all geographies except Latin America, volume grew 4% on strong consumer demand across a broad range of key end-markets. From a geography perspective we saw particularly strength in Asia Pacific which was up double digits and from Europe, Middle East and Africa, driven by the continued ramp up of the Sadara assets, strength in consumer demand, as well as an industrial semiconductor and consumer electronics markets. Local price rose 3% as we drove pricing initiatives in response to higher raw material costs and tight supply demand fundamentals. Equity earnings grew year-over-year led by higher MEG prices and margins which benefited our Kuwait joint ventures. These gains translate into higher EBITDA in the quarter as we more than offset headwinds from higher feedstock costs, weak Ag conditions in Brazil, the unfavorable impact from hurricanes and start-up expenses related to the new assets on the U.S. Gulf Coast. We also saw improvement in our cash conversion cycle during the quarter, going forward we see additional opportunities to improve our working capital performance and we will continue to focus on it for each of our divisions. Let me now touch on a few items in light of the modeling guidance we provided in September. First, I want to thank our teams who did an incredible job mitigating the impacts of the hurricanes while many of our businesses declared forced mature [ph] in the aftermath. Our operations and our supply chain teams manage the dynamic situation on the ground and dampen the operational and financial effect. As a result, the headwind in the quarter was approximately $150 million. I also want to provide greater transparency into our tax rate which was impacted by significant items, DuPont amortization of intangible assets, and the hedging of foreign exchange gains and losses. When we adjust for these affects, the pro forma operating tax rate in the quarter was 27%. Now turning to our segment results starting with Ag on Slide 7. The third quarter, as you know is typically a seasonally low for our Ag business from an earnings perspective; this year we faced additional headwinds in Brazil. Operating EBITDA declined $67 million, primarily driven by lower volume and price. Lower crop protection sales were due to weakness in Latin America as sales channels continue to hold elevated inventory levels of crop protection products. Additionally, seed volumes declined primarily due to a delayed start to the Brazilian summer season and at expected reduction in planted corn area. We partially offset these headwinds with lower product costs and continued penetration of new products across cereal herbicides, soybean fungicides, corn hybrids, and insecticides for SAP eating pests. Looking ahead for Ag, we anticipate a return to growth in the fourth quarter with sales up about 10% versus prior year and operating EBITDA up to approximately $225 million. The increases are driven by higher fungicide sales, increased corn volumes in Latin America from continued penetration of Leptra corn hybrids, lower pension and OPEB costs and the portfolio benefit. We expect full year sales to increase in the low single digits percent, operating EBITDA is expected increase 11% to 12%, both of these will be driven by volume, feed pricing and gains from increased penetration of new products including Leptra corn hybrids, Enlist cotton, and A-series soybeans. Turning to the Material Science segments on Slide 8; the division grew operating EBITDA 8% led by robust demand in end markets where we hold leadership positions today. Sales grew 11% with gains in all segments and geographies on increases in both local price and volume. Moving to the segments; performance, materials and coatings achieved an operating EBITDA increase of $142 million primarily reflecting continued growth in silicones, as well as increased pricing and robust consumer demand. Consumer solutions delivered sales growth in all businesses led by volume growth in most geographies, increased pricing and disciplined margin management in upstream silicone intermediate products. Industrial intermediates and infrastructure delivered operating EBITDA of $676 million, up significantly from $401 million. The business had pricing momentum, higher equity earnings and broad-based demand growth which together more than offset the impact of higher raw material cost, hurricane related repair costs, and loss production in North America. Polyurethanes reported strong demand and price increases in downstream higher margin system applications, as well as higher merchant sales of MDI. Industrial Solutions delivered strong sales gains led by consumer driven market segments. The Packaging & Specialty Plastics segment reported operating EBITDA of $1.1 billion, down from $1.4 billion in the year ago period. Volume growth, local price gains and higher equity earnings were more than offset by increased feedstock costs, hurricane related repair costs and loss production in the U.S. The Packaging & Specialty Plastics business grew volume on continued consumer led demand, this was largely due to higher sales in Asia Pacific and EMEA which were primarily enabled by the ramp up of Sadara volumes. Demand remained healthy with double digit volume growth in health and hygiene end markets in the Americas and strong demand in Food & Specialty Packaging applications, particularly in Asia Pacific. Now to the Specialty Products segment on Slide 9; the division delivered operating EBITDA growth of 10% and top line growth of 5% in the quarter on continued strong demand in key end-markets including semiconductors, consumer electronics and automotive. Electronics and imaging achieved $382 million of operating EBITDA, up from $341 million in the year ago period as broad-based volume growth and mix enrichment more than offset lower local price and a negative impact from portfolio actions. The segment achieved broad-based volume growth led by double digit gains in semiconductor, consumer electronics, industrial photovoltaics, and display end-markets primarily in Asia Pacific. Nutrition and Biosciences reported operating EBITDA of $315 million versus $321 million in the year ago period as double digit sales growth, microbial control solutions and probiotics, coupled with continued local price and volume gains in biomaterials was more than offset by declines in protein solutions, systems and textures [ph], and a negative impact from portfolio actions. Transportation and advanced polymers operating EBITDA increased to $325 million from $303 million in the year ago period led by volume and pricing gains which more than offset higher raw material costs. Volume growth was driven by strength in the automotive, aerospace and electronics markets. Safety & Construction achieved operating EBITDA of $351 million compared with $282 million in the year ago period. Volume gains and improved plant performance more than offset the impact of higher raw material costs, stronger demand from industrial markets, particularly oil and gas contributed to double digit gains in Nomex thermal-resistant garments and mid-single digit gains in Kevlar high-strength materials. Turning to Slide 10, I'd like to highlight a few of our expectations for the fourth quarter. We expect pro forma net sales to be in the range of $19 billion to $19.5 billion which equates to over 7% top line growth year-over-year. Pro forma operating EBITDA is expected increase 11% to 13% year-over-year with growth in every segment. Volume gains on healthy consumer demand and key end-markets and pricing momentum are expected to be key drivers for top line and bottom line growth, further supported by new product penetrations notably in Ag, as well as by mix improvement and disciplined margin management to offset the raw material cost increases impacting many of our businesses. While we continue to see growth in semiconductors and consumer electronics, sales in the electronics and imaging segment are expected to decline due to a negative portfolio impact from the sale of our stake in a non-core joint venture earlier this year, as well as due to the Hurricane Maria driven productive disruption at our plant in Puerto Rico. A benefit from higher industry margins in the Packaging & Specialty Plastics segment and ramp up in production at the recently started U.S. Gold Coast projects will be partly offset by the commissioning costs for the sequence start-ups of the remaining units in the Gulf Coast, higher turnaround activity, as well as by a residual $40 million carryover impact related to Hurricane Harvey. As we continue to ramp these units, we will further capitalize on our early mover advantage to deliver differentiated package solutions and higher EBITDA in this robust consumer demand environment. Our fourth quarter outlook incorporates an expected EPS tailwind of about $0.06 per share from year-on-year lower pension and OPEB costs, primarily in the Specialty products and Ag portfolios as a result of purchase accounting. However, this benefit is expected to be offset by an increase in the operational tax rate to about 25% from 19% in the fourth quarter of '16 due to the geographic mix of earnings. Please refer to Slide 15 in the appendix of the earnings presentation for additional commentary on our segment outlook. And with that, I'll turn the call over to Andrew.
Andrew Liveris:
Thank you, Howard. Turning to our economic and market outlook on Slide 11, global economic acceleration continues led by the ongoing strength of the consumer across most major economies. The United States is maintaining its trajectory in-line with what we have seen for many quarters. The positive change we see is the greater than expected performance in the euro area, notably for the first time in a decade all 40-plus OECD countries are on-track to grow this year. One of the best examples of the demand strength we see is that our Sadara joint venture. In August we announced that all 26 units at the World Class complex had achieved commercial operations and by then the JV was already significantly wrapping its sales. In the last quarter alone it's sold more than £0.5 billion more in the same period last year. We are seeing strength in particular in the polyurethanes envelope, and we were able to ramp up these units not only due to our pre-planning and established market channels but also because our customers around the world in China, India, Southeast Asia and Central Europe demanded Sadara's products and solutions. We expect this trend to continue into next year as the site reaches its full capabilities. In Packaging, the fundamentals remain positive. We have maintained a consistent view of the supply demand fundamentals for nearly three years and the trends have largely matched our projections. PE demand continues to be robust, even the slow growth environment with upside potential as global GDP growth prospects continue to improve. And supply additions have been delayed leading to new capacity coming online at a more measured pace than expected. These factors taken together support our long held view of a short and shallow adjustment period. More importantly, our longer term outlook remains unchanged as population growth, the standard of urbanization and a growing middle class in the emerging markets continue to drive greater adoption of consumer packaging. Looking forward on Slide 12, DowDuPont has all the levels it needs to execute on near-term priorities. You can see this in the performance we delivered in our first quarter reporting as a combined company, we delivered top and bottom line growth overcoming several headwinds in the quarter, we closed two of the three major remedy divestitures with a third expected to close this quarter. We continue to advance our growth projects in the U.S. Gulf Coast and the Middle East, as well as accelerated progress on the growth synergy plans. And we immediately began executing our [indiscernible] plans to achieve our cost synergy commitments, as well as on our intended spend plans with the expectation that we'll complete the intended spends within 18 to 24 months after closing the merger. As Ed said, we remain committed to our original timeline and we are actively assessing ways to accelerate it. We will share more on this on our future earnings call. Before I turn to Q&A, I will cover one more step forward that we are announcing today; DowDuPont's Board of Directors has approved a fourth quarter dividend of $0.38 per share and authorized an initial $4 billion share buyback program underscoring our commitment to returning capital to our owners. In considering the shareholder remuneration, the boarding gauged multiple external advisors to work in coordination with our teams to establish a capital allocation approach, the returns excess cash to shareholders while preserving the financial flexibility to achieve the target capital structures for each intended Spin Co. Additionally, the Board considered numerous factors in making its decisions including affordability and cash flow, precedent transactions, and the historical approach on dividend policies for both heritage companies. The Board's decision on the dividend is meaningful in three ways; first, the quarterly dividend announced today is consistent with a targeted dividend payout ratios of each heritage company and its equivalent to the weighted average quarterly dividend of both heritage companies. Second, by setting a payable date in December, heritage Dow shareholders will receive a total of five dividend payments in 2017, the equivalent absolute amount of cash to the legacy Dow dividend through 2018. And third, for heritage DuPont shareholders this represents a quarterly dividend increase. And today we are announcing an additional $4 billion repurchase program. As you know, both heritage company's have had limited ability to repurchase shares over the past two years as a result of the prolonged regulatory review of the merger; so we look forward to resuming our share repurchase program. I'm proud about this management team and our Board has accomplished in such a short amount of time. We began this journey with the intent to create three industry leading growth companies which would deliver sustainable shareholder value creation, and we are firmly on that path today. With that I'll turn to Neal [ph] for Q&A.
Neal Sheorey:
Thank you, Andrew. With that let's move on to your questions. First, I would like to remind you that our forward-looking statements apply to both, our prepared remarks and the following Q&A. Rachelle, please provide the Q&A instructions.
Operator:
[Operator Instructions] We'll first hear from P.J. Juvekar with Citi. P.J. your line is open.
P.J. Juvekar:
Yes, thank you. As Brent hit $60 and oil prices go up, it's hard to understand the impact of rising oil prices on the combined company. I think historically Dow benefited on the petrochemical side but I think DuPont was hurt on the specialty side. So what's the net impact on the new company? And then, is there any change in approach to what's heading hydrocarbons as a result of the combination? Thank you.
James Fitterling:
Hi P.J., this is Jim. As the prices rise, I think it leads -- long-term it leads to a constructive environment for us but in the near-term there are sometimes a lag between the pricing movements and downstream products and what happens in our cost position. Look, we're always looking at what we need to do on hedging and taking advantage of what we can with our physical, as well as our financial positions and we'll continue to do that. Most of that exposures you rightly mentioned is going to show up in materials company, I think probably on a 18-20 basis, this probably shows up mostly in materials company. And so we're continuing to drive that look from our seat.
Marc Doyle:
I'll just build; this is Mark Doyle from Jim's comments from specialty division. It's actually really sort of a watch, we've got some raw material headwinds when oil increases but we also sell a substantial number of products into that market segment. So net-net, we're pretty well balanced in this division from oil price changes.
Operator:
And next I move to Vincent Andrews with Morgan Stanley.
Vincent Andrews:
Thanks. Just a question on the spends and the timing; I guess first question as you talked about options to accelerate, could you discuss what those are the high level? And then specifically the Ag, you know, just thinking maybe that would be the first one to come out now because there was nothing obviously done between material co and specialty co there and you knew about the FMC transfer for a long time. So any thoughts there would be helpful.
Operator:
And did you hear his question? And we're not hearing a response on this end. Please stand by as we reconnect. Please stand by, we are reconnecting the speakers. [Operator Instructions].
Edward Breen:
[Technical Difficulty] that's down $5,000 from $234,000 that originals released it, $233,000. You know, you have to go back to the bell bottom area to see numbers this low. Continuing claims 1.8…
Operator:
Okay, did you need Mr. Andrews to re-ask his question? And please stand by as we get the speakers reconnected. [Operator Instructions] And the speakers have rejoined. Do you need Mr. Andrews to re-ask his question.
Edward Breen:
Yes, please and my apologies. We had a little bit of a technical difficulty. We'll start the call again. We also will go past the top of the hour to make sure we make time for plenty of Q&A. So Rachelle, if we could go back to Vincent's question, that would be great.
Operator:
Thank you. And Mr. Andrews, your line is open, please repeat your question.
Vincent Andrews:
Okay, sure. Actually a slightly different question. Ed, you know, as -- you've had the time to assess Specialty Co; I'm just wondering what your thoughts are as it relates to nutrition, health and industrial biosciences in terms of fit within the broader Specialty Co? And what I mean by that, if I just look out at the pure multiples for that business and some of them are quite high in the high teens or low double digits on EBITDA and I'm just wondering if you think that business will get the full reflection of those peer multiples combined with the balance of Specialty Co? Thanks.
Edward Breen:
Vince, you're not the first one to ask that question. But let me start out by saying, look, I'm really pleased with the portfolio moves that we just made because we add substantially to the nutrition and health division. And you can see just from a revenue standpoint, it's the leading nutrition and health company in size and scale in the global market at this point in time. And as we mentioned earlier on the call, I'm really excited about the pharma focus we will now have, DuPont's been breaking into that market, we've been spending R&D against that and here comes the Dow portfolio and the FMC portfolio which combined really give us the leading presence in that market. So I couldn't be more pleased overall with where we are in full in that part of the portfolio. I would add one other point and I get directly to your point or your question; there is portfolio cleanup we're going to want to do in the nutrition and health business, so you'll see some quarters where our growth might not be as high, you noticed in our guidance, our fourth quarter growth will be very nice in that business but there are some commoditized area we'd like to exit our way out of and really reinvest more in the growth part of that portfolio as we move forward. So we've got work cut out there but that's very good for our shareholders overtime. And look, the way I would answer it is; the Specialty portfolio is a great set now, it's for very solid divisions and we'll have all kinds of optionality sitting in front of us at this to how we want to handle that and our goal at the end of the day is to create long-term sustainable shareholder value and whatever the best path is, we will certainly take a look at that and pursue that. You're absolutely right, the multiples you see in that industry are 16 to 18 to 19 times which is above what even the specialty company would trade at. We'll see how things trade, what they look like and we'll always look to optimize shareholder value out of it.
Operator:
And next to move on to Jeffrey Zekauskas with JP Morgan.
Jeffrey Zekauskas:
Thanks very much. In the wide of DuPont's pension funding, how does that pension funding of the combined company work going forward; what are the levels of contributions you have to make. Also what was your pro forma cash flow for the quarter? And in your $3 billion of synergies, if you could divide that up into procurement, workforce, buildings and facilities, and assets shutdowns?
Edward Breen:
Jeff, on the synergy piece; about 30% of that is more headcount related type actions and then you have a big piece in curves [ph] and facilities and all that that makes up the rest. I will say on the synergies, we now have the procurement teams working together and there is over 50 teams working globally in the procurement area on all of our contracts across both companies, and we were not allowed to do that until we merged the companies because of the guidelines that you have to follow. So the teams have had now 60 days of really intense work, and you've heard me say before, I think some of our upside opportunity is going to come from the procurement side because we only baked in $660 million out of the $3 billion from procurement; and the fact that the matter is, if you look at precedent type of deals and all and with the amount of spend we have between these two companies which is north of $35 billion, we should be able to extract some really good savings there. So I would say stay tuned on that one and we'll be updating probably on the next quarter where we're at on that piece. But again, both from the Dow division, the Ag division, the Spec Co division; we've all met multiple times already with these procurement teams and we're going to make good progress there.
Howard Ungerleider:
Jeff, this is Howard. Let me get the other two parts of your question. So first on pension funding; remember we still have the legal identity construct, so the Dow tower and the DuPont tower, so those pension funding in the expense will be in-line with where they have been in prior period. So from a Dow perspective, the funding is in that kind of $600 million range for the full year and we've funded that. On a DuPont tower basis, you're looking at a little bit of a tailwind; I mentioned in the prepared remarks that it will be about a $200 million tailwind in the fourth quarter and that will continue to flow through on the DuPont tower into Spec Co and Ag Co primarily into 2018. Finally on the cash flow, with the GAAP pro forma numbers you will see that in the Q that we published -- we expect to publish that early next week, you'll see positive GAAP free cash flow, positive GAAP cash from operations, both north of $1 billion. I would say it's not really an apples-to-apples just because of the way the merger and pro forma GAAP accounting works. What I would point you to is, if you look at the cash balance that both, the Dow tower and the DuPont tower have in the bank relative to same quarter year ago, it's up approximately $2 billion of increased cash, and that's the way I would at least breadbox [ph] out for you.
Operator:
And next we'll move on to David Begleiter with Deutsche Bank.
David Begleiter:
Thank you, good morning. Ed, on the buybacks, it seems a bit late overall, 2% to your market cap. Can you discuss the cash needs you might have between now and separation that might be limiting the buyback level? And what's the timeframe for the buyback to be completed? Thank you.
Edward Breen:
Remember, one of the key words that was highlighted when Andrew covered that was it's an initial buyback program. You can imagine how busy our DowDuPont Board has been with all the actions we've already taken, and one of the things that we wanted to do was get going again on share repurchase; as Andrew had mentioned, we were out of the market a fair amount this past year, year and a half, and we wanted to get going. And by the way it just so happened that both Dow and DuPont together had about $4 billion left on their share purchase. So we just said, look, let's get that going and get in the marketplace. What we will do now with our Board is go back -- you know, we've got to look at -- you know, as you said the cash flows, what's the uses of cash here but we do need cash short-term for the synergy work that's more front-end loaded than back-end loaded. But the fact that matters, we'll go through that study, we're right now in conversations with the rating agencies, we want to understand where we're at on that. Remember, they count a lot of things in debt that don't normally get counted in debt as you just look at it purely; and so we've got to take that into account. You know, the ratings where we want to end up at a BBB on the Dow tower, somewhere between BBB the high BBB something on Spec Co and A minus on Ag. So we know the framework of where we want to be, and then we can back into what our excess cash is as we go over the next year, year and a half. But just keep in mind, this is initial so we can get going on it.
Andrew Liveris:
I just thought I can add David. I think from the Mat Co point of view, we've been very public before the merge that we will take out CapEx down to D&A, we're not backing off of that. And so as Ed and I go through board reviews here in the next couple of Board meetings, so we're going to look very strongly at 2018, we have an affordability topic that we have to get into, as well as the capital structure topic Ed just covered; but the CapEx equal D&A is something that we remain committed to, especially off the high CapEx spend we've just come off of in materials.
Edward Breen:
And as I mentioned, just add on to Andrew, that the capital spend for each of the three divisions will be at/or around the D&A level; so each three is going to do on their own and therefore an aggregate will be in good shape. So that will be helpful. And I would say by even with that 60% of that CapEx is a growth initiative CapEx and the others run and maintain; so we've got a nice balance for future growth in that plan that we've put together.
Operator:
And next we'll hear from John Roberts with UBS.
John Roberts:
Thank you and congrats so far in the progress. Has the silicones business been physically de-integrated already or is that de-integration still ahead and just the reporting has been done for us and splitting it between the two segments?
James Fitterling:
John, this is Jim. As far as the physical de-integration what I would say, we announced the portfolio changes in the first/second week of September; we've done a lot of work with obviously reinforcing [ph] the employee population that will be part of that and going through the notifications on that between now and the end of the year. We've also done all the work on the financials so you've got the financial reporting, that's in the numbers in the pro forma as it's shown there today. As far as physical separation, i.e. spending money or looking at facilities and that, that work has not started yet but that is on our radar screen. And Mark's teams and our teams on the silicone side are working well together, so the businesses that are going to receive those businesses have already been in contact and they are making great progress in this 45 days since we announced that.
Andrew Liveris:
And this is Andrew. It's actually been one of the positives of the delay to the merge is we were able to stabilize Dow Corning silicones and so a lot of that works behind us. So from a next step point of view, we're all ready to make that what Jim just talked about happened.
Operator:
Next we'll move on to Kevin McCarthy with Vertical Research Partners.
Kevin McCarthy:
Yes, good morning. Would you comment on the expected earnings improvement from Sadara as you ramp through 2018, as well as the analogous contributions from your Texas 9 complex as you're up and running there?
Edward Breen:
Look, I've just come back from Saudi and I would tell you the moving parts scored a ramp up [ph] of huge, and so we made an announcement before the merger that we would be trueing up out participation post-spin and post-lenders reliability test. I would tell you that the operational side you can comment on, as well as of course talk about Texas 9 but just the moving parts called the partner has needed a lot of close engagement, we've been doing a lot of that and Jim and I have taken the lead on that. And Jim, you might want to comment on how the units are doing.
James Fitterling:
Yes. So through the third quarter, Plastic obviously has been running strong through the year. Through the third quarter we got all of the liquid -- the chemicals assets up and that supply chain ironed out, and so you're starting to see product move. You didn't see the full capacity of the chemicals business in the third quarter, I think you will see us hit that rate in the fourth quarter. We've got a lot of the supply chain full and we've got all of the terminals and tanks operating now around the world to get that moving. So you're going to see an improvement year-over-year. We're right on-track with what we guided you to earlier, Plastics is starting to see a tailwind from this; performance materials, and now industrial intermediates and infrastructure is seeing a little bit of a drag year-over-year but it's more positive than we expected it to be. But I think as we move into 2018, you're going to start to see both of them become positive year-over-year. I don't have a plan number or dollar number to give you at this point but I think you're going to see a step-up improvement in both of them.
Operator:
And next we'll hear from Frank Mitsch with Wells Fargo Securities.
Frank Mitsch:
Good morning. I was just wondering as I think about the synergies and cost cuts, what part of that is comprised of telecommunications and conference call equipment? And is there any thought of aiding back to those programs?
Edward Breen:
Well Frank, we're now going to look for more in that area.
Andrew Liveris:
We're just using METs technology, Frank.
Edward Breen:
Question?
Operator:
Yes. Is Frank's question answered?
Edward Breen:
No. But I hope he has another question.
Operator:
Go ahead. Frank, your line is open.
Frank Mitsch:
Thank you. No, you mentioned asset shutdowns as part of the synergies production assets; obviously we know about the offices and so forth, where should we be thinking about that and what's the rationale; was one or either of the company is running at very low operating rates? And so any color around that would be very helpful.
Edward Breen:
Let me hit from more of the specialty side of the house, and actually little bit from the Ag side. Remember, here over the last year DuPont is shutting three fairly significant facilities, in addition by the way to consolidating footprint in Wilmington which is pretty significant. So, you know the announcement we're -- we've been in the mode of shutting down Laport [ph], totally exiting the location. We announced a few months ago the closure of Cooper River, totally moving that production to another existing facility which really leverage our overhead structure. And you saw an announcement out of us today that we're going to sell our Nevada, Iowa cellulosic facility. Again, we've proven out the technology will continue to work on some of the technology in that area but we just strategically with -- our focus now in specialty and everything we have going on and the growth initiatives we have, it's just not going to be core to our future to have that, so we're going to exit that facility. So there is just an example, there is three major moves occurring as part of this and of course there is many more in Ag just with the rooftops in local markets and all that that really add up into significant numbers but much smaller type locations. And maybe Jim Fitterling, you can comment on Mat Co.
James Fitterling:
Yes. Frank, I think on Mat Co, look, I would just echo what Ed said. I think there are no market reasons for us to take anything down, there might be some strategic reasons as we look at the footprint that we have in the new company and how many locations that we have to support around the world. So sometimes when you get into some downstream assets or some opportunities, the combined locations and move an asset or do something of that nature and we're taking a look at that. And we've also -- like on the specialty side, done a lot of things over the last 18-24 months to get ready for the merger and to get ready for this next step. So I don't think it's the biggest driver of what we're doing here.
Operator:
And next we move on to Jonas [ph] with Bernstein.
Unidentified Analyst:
Good morning. Did I hear you right when you said the spends are now expected to be 18 to 24 months; and if so, what happened there because I thought that there was a pretty consistent message of 18 months or less before?
Edward Breen:
Yes, let me comment and I -- maybe Howard wants to add a few words to this. But -- you know, the shift is only because of the portfolio change. I mean, we're not only moving $8 billion of revenue over but remember, when you look at what we're moving over to align it properly, it's part of divisions in many cases of Dow; so it's very similar to what DuPont had to do to carve out not its Crop Protection division but like half the Crop Protection division which is a much more significant task. So we're doing that in multiple scenarios now on the Dow end and that carve out work, the legal entity work, harmonization of our IT systems is really the extra work we now have to do. So what we guided to today was 18 to 24 months; Jonas [ph], you're right, we originally said 18 to 24 before but then over ensuing months our team worked that down where we felt confident to tell you 18. We're kind of back at that point again, we're 18 to 24 and we'll update you as we go, the teams are working excruciatingly hard and nights and weekends trying to de-risk it and see if we can pull that data in some but nothing else to report there that lot of hard work and hopefully, we can make some progress.
Operator:
And next we'll move on to Arun Viswanathan with RBC Capital Markets.
Arun Viswanathan:
Great, thanks. Good morning. So your slides note about 11% to 13% EBITDA growth expected in Q4, I think that implies around [indiscernible]. I guess I'm just curious, is that level kind of sustainable as you march forward into the next couple of quarters and do you see startup costs rolling off that would potentially accelerate that or new product launches or anything that -- if you could further give us -- as far as your outlook goes? Thanks.
Edward Breen:
Yes, let me make one comment and I'll turn it over to Howard. You've got to take into account AG seasonality when you talk about sequential quarters; so just bear that in mind, you're going to have a real down quarter when you've got the up quarter. So putting that aside, how we're doing we'll talk about the rest.
Howard Ungerleider:
Yes. I mean, I would just say that look this was the first quarter as Ed I think kicked off in his introductory remarks. First full quarter as DuPont is the fourth quarter, and so what we try to do is give you as granular a look by operating segment as we possibly can, we'll do more in the next quarter to give you our 2018 outlook but we feel really good about the third quarter results and that fourth quarter of 11% to 13% up on the EBITDA, as well as the growth in the top line of north of 7%, we feel really good about both of those numbers.
Operator:
And next we'll move on to Laurence Alexander with Jefferies.
Unidentified Analyst:
Hi, this is Dan [ph] for Laurence. So as we head into 2018, do you have any early thoughts on the outlook for North American Ag?
Edward Breen:
Yes, thanks. Clearly, we -- this market in Latin America as we talked about here in third and fourth quarter had some delays and it's overseeing some shift of the summer corn season, we'll also feel some shift of Supremia [ph], that has an effect on the North American markets as well as growers are -- they really sit back and they look at commodity pricing and planted acres. So where we're telegraphing it right now is that corn area in North America are probably going to be flat. Like for like, Bag C-tag [ph] pricing probably about flat. For us the opportunity is our product mix with the new technologies that we continue to bring into that market, continuing to upgrade our corn genetics, continuing to drive the adoption of our A-Series soybeans, continuing to ramp the roundup ready to extend technologies; all of those give us a little bit of a mixed uplift. And then, we faced some pretty aggressive replanted acres last year, so we'll have it more -- hopefully, we're planning for a more normal season on the replanted side as well.
Operator:
And next we'll move to Bob Koort with Goldman Sachs.
Robert Koort:
Thanks very much. I was wondering as you guys thought about carving up, outlining a bit differently, I know in the past I had rightly been proud of some of the efficiency and integration benefits, did you have any dis-synergies as you feel that apart?
Edward Breen:
I'm going to let Howard take that question.
Howard Ungerleider:
Thanks, Bob. Look, what I would say is we've spent the full -- I would say, four months prior to the September 12 announcement on the portfolio realignment really looking at the entire enterprise with a clean sheet of paper. We started with market verticals, we started with what is like with like, how can we reduce our costs further, and how can we grow these businesses based on the market verticals faster. And I think we feel really good about the portfolio realignment that we put forward and we took certain businesses out of Dow Corning like Molly Code, like Multi-Base and a few others, and aligning it to the Spec Co segments based on the -- essential the four market verticals that and the segments that we're reporting. There will be some dis-synergies and we're going to have to deal with that, there will be some stranded costs, we're going to have to deal with that. But we're committed to doing it, and that the way we set up that portfolio that we announced in early September, mid-September was what we see as the most value maximizing risk-adjusted way to set these companies up for long-term success.
Operator:
And we'll move on to Don Carson with Susquehanna.
Don Carson:
Yes, question on the growth synergies. You talked about $1 billion there, you gave some examples; what percentage of those growth synergies will come from Ag and what's the timing? And what you list here is really products that were in the pipeline already, so what is the growth synergies, the ability that -- for example, DuPont has greater ability to launch new crop chemical products or what exactly are you looking for there?
Edward Breen:
Yes, let me just give you a high level and maybe Jim And Mark want to touch on this. The high percentage of the gross energies are now going to reside in between Spec Co and Ag, especially because of the portfolio change, it really opened up a lot more significant opportunities because of the like end-markets as Howard just talked about. So that's the teams working on the bulk of them, but Jim why don't I turn it to you and you talk about Ag and then Spec Co.
James Fitterling:
Great, thanks. You're right, as we think about growth synergies, clearly we have a pipeline of products that were already kind of loaded into our base plan but you take some of those offerings and then you drop them into a much more expanded channel access; so one of the great examples of that would be either the Enlist E3 technologies or the Conquesta [ph] technology. So going into that, that Dow ever since as [indiscernible] had one set of market shares, now you open up the channel access from the pioneer brand as well. And then, as we start to think about this whole multi-channel multi-brand strategy that we've talked about before, we've got this opportunity now to have a much stronger retail offering that we just haven't had; our pioneers, route to market has been more of a direct route than where it will now be able to take more of those genetics and put them in bags and sell them through retail. So that's kind of a North America view yet, contested to that we start to talk about the opportunity that we now have in Latin America with some things we're doing with background genetics, it's that expanded access and that broader route to market that really drive a lot of those growth synergies. And that's a seed kind of comment but the same on chemistries. Our companies were -- we have different strengths in different markets around the world to take the combined team that we now have in China, we feel really good about our ability to launch products like [indiscernible] the new right service side that we have there, you think about the knowledge and the intensity that we've had in the insecticide markets over the years, now with expanded opportunity with [indiscernible] in the hands of a broader team in these specialty markets, that's another source of those growth synergies.
Edward Breen:
Mark, why don't you comment on specialty?
Marc Doyle:
Thanks. The original question was about the $1 billion and the breakdown and as Ed said, Jim and I kind of have the lion's share of it and I think the portfolio realignment around end-markets has really opened up a lot of opportunities for growth synergies. And originally we were focused on the electronics channel and that was the early plan and I'm still very excited about the alignment between our electronics businesses and we're seeing a lot of specific share gain opportunities there. But now we've opened up a number of new avenues for growth synergies and the teams are already actively working on those and these are combinations like in the construction industry, the combination of Styrofoam and Tyvek products and associated building products leveraging our residential channel, in particular, we see a lot of upside there in automotive electrification. And again, leveraging the strengths of the Dow [indiscernible] portfolio with our high performance polymers is offering a lot of potential uplift and new growth. And I think we mentioned in the script the pharmaceutical excipients example which is a combination of Dow's business with the FMC portfolio, now we suddenly have the broadest range of offerings in that space in cellulosic and some pretty exciting growth potential there. So across Specialty Co, many opportunities here for delivering growth synergies and we're really focused on moving those forward.
Operator:
And next we'll move on to Hassan Ahmed with Alembic Global.
Hassan Ahmed:
Good morning. A question around Materials Co, you know, if I heard correctly early in the call; you guys talked about maybe a slight dip in utilization rates next year, obviously, with all of this capacity coming online. So a two part question; one, is it obviously the virtue of the cycle seems that there is very little capacity coming online on this sort of post 2018 time period? It also seems that the hurricanes have had some sort of muting impact on the down side as well. So the second part of this is that recently I came across this announcement talking about how Iran is considering converting all of their methanol facilities into MTO facilities, and any future sort of methanol facility that they will build will actually be tied to olefins [ph]. So how should we think about sort of all of these moving parts as they pertain to the cycle in the near to medium term?
Edward Breen:
I'll start and I'll get Jim to add, Hassan. Your first two points were involved in alignment with and I think the next 24 months is going to show more upside of supply demand than what consultants industry pundits who've been consistently wrong for three years have forecasted. So we indicated a lot of what you just said, so that's the way you should take it. And as far as Iran, and for that matter China and all the other MTO projects they've been consistently late, they've been consistently over capitalized, and they've consistently not occurred. And so I would take nothing from any announcement out of Iran short of something that President Trump might say which is a whole other thing. So I would tell you that we're not worried about that in supply demand balances in the next five years. Jim?
James Fitterling:
Yes, I would just say our numbers and our analytics say, I'll just use plastics as an example. You're talking about in a 3% GDP plus type of an economy, you're talking about 3.7% demand growth, maybe 4% demand growth and about 4.1%, 4.2% capacity growth. And by the way that's what it looks like for the next couple of years, so I think from now the 2022 -- our outlook is, we're in a pretty constructive environment for demand growth in the plastics segment. Downstream demand continues good and we're trying to compete more in the higher end of that market segment. Polyurethanes is growing at probably 1.6 times GDP right now, and so although there is capacity coming on, there is pretty good downstream pull and demand growth there, very diversified markets for that business and we're seeing steady demand there. So I agree with you. I mean these moves that they're talking about making now will take five years to materialize, and if they come on at that rate we're in a very different market environment from an oil and gas perspective then.
Operator:
And next I'll move to Peter Butler with Glen Hill Investments.
Peter Butler:
Good morning. The gains in your volume and price were really very impressive in a slow GDP environment. And I'm wondering how much of a help is it to have Dow folks on the ground in some of these markets rather than selling through distributors as some of your competitors do?
James Fitterling:
Peter, this is Jim. Look, I think it's always helpful for us to be on the ground selling, we've got to build good relationships with the customers and I'll just use Sadara as a great example. You know, there is a plant that comes online, 26 plants and everybody expects a giant wave of material to come out; as we've said, there are literally more than a thousand customers for those materials in 60 to 70 countries that have been qualified all over. So it isn't like all this material is going to one place in the world, that global reach and presence is something that both Dow and DuPont have and actually when you look at all three of the divisions now, they all have feet on the ground in those market segment and they are all used to selling value and pulling that demand through the distribution chain. I don't see that changing in any of these models.
Edward Breen:
Peter, the other thing I would add by the way which is really important to these divisions going forward; a lot of the growth you're going to get out of us in the future is because of our innovation in new product pipelines. And so when you look at the 4% volume we had this month in 3% price, that's clearly above where the global economy is growing, and when you look at it in our Ag business, it's all about the pipeline. And by the way our results this past year being above the market dynamics and Ag was all about the pipeline and the new products and lapture [ph] that we talked about. And by the way, I'll just give you one other example in the transportation area, in the auto area; we're growing both, the Dow part of the portfolio and the DuPont above auto-builds because we're putting more content into the car whether it's electrification or light weighting of vehicles and those are very positive trends but that's really compelling us to continue our innovation, our R&D spend, and our launch of new products into the marketplace these next few years.
Operator:
And we do have time for one last question. We'll hear from Steve Byrne with Bank of America.
Steve Byrne:
Thank you. I appreciate you squeezing me in here. A couple of questions about Sadara. That facility is polyethylene have the ability to meet the specs to move product into that higher priced European market. And can you comment on the outlook for feedstock pricing for Sadara given the Saudi government's initiatives to push feedstock pricing?
Edward Breen:
Jim, why don't you start and I'll add a bit on that.
James Fitterling:
On the product end, and I would say it's not just plastics but all the products have the ability to meet the specs of our global customers and they've all been qualified already at those accounts. So there is no issues there, they won't see an issue, and what they see actually is another source of supply which is a very positive thing for them. And as you know, when we put the deal together we had a locked-in agreement for those feedstock costs for a time period and that's still in place. So I think a lot of the moves you see happen in our go-forward basis and that would be for new projects and new capacity.
Edward Breen:
Yes. Double down on that that we have that commitment from the Ministry of Petroleum. All agreements will be honored, all the new pricing structures are whenever they enact it which I think is imminent. I would tell you also the other big things that are did and it's well known in the kingdom and for that matter of the region, we really grab the last ethane allocation available which gives Sadara competitive edge but no other competitor in the region can now have. Most of that gas is dry though they are finding all the associated gas doesn't have much liquids, so it's a really important thing that we may able to put those agreements in place when we did and we'll have that tow-in for the next several years based on what Jim -- how Jim answered the previous question.
Operator:
And that will conclude today's question-and-answer session. At this time, I would like to turn the call back over to Mr. Neal Sheorey for any additional or closing remarks.
Neal Sheorey:
Thank you, Rachelle and thank you everyone for joining our call and for your patience during our brief delay today. We appreciate your interest in DowDuPont. For your reference, a copy of our transcript will be posted on DowDuPont's website later today. This concludes our call. Thank you.
Operator:
And that will conclude today's call. We thank you for your participation.
Executives:
Gregory R. Friedman - E.I. du Pont de Nemours & Co. Edward D. Breen - E.I. du Pont de Nemours & Co. Nicholas C. Fanandakis - E.I. du Pont de Nemours & Co. James C. Collins - E.I. du Pont de Nemours & Co.
Analysts:
David I. Begleiter - Deutsche Bank Securities, Inc. Vincent Stephen Andrews - Morgan Stanley & Co. LLC Jeffrey J. Zekauskas - JPMorgan Securities LLC Jonas I. Oxgaard - Sanford C. Bernstein & Co. LLC Christopher S. Parkinson - Credit Suisse Securities (USA) LLC Steve Byrne - Bank of America Merrill Lynch P.J. Juvekar - Citigroup Global Markets, Inc. Don Carson - Susquehanna Financial Group LLLP Frank J. Mitsch - Wells Fargo Securities LLC Duffy Fischer - Barclays Capital, Inc. Robert Koort - Goldman Sachs & Co. LLC Sandy H. Klugman - Vertical Research Partners LLC Laurence Alexander - Jefferies LLC Arun Viswanathan - RBC Capital Markets LLC John Roberts - UBS Securities LLC Aleksey Yefremov - Nomura Instinet James Sheehan - SunTrust Robinson Humphrey, Inc.
Operator:
Welcome to the DuPont Second Quarter 2017 Conference Call. My name is John and I will be your operator for today's call. At this time, all participants are in listen-only mode. Later, we will conduct a question-and-answer session. Please note that this conference is being recorded. And I will now turn the call over to Greg Friedman, Vice President of Investor Relations. Greg, you may begin.
Gregory R. Friedman - E.I. du Pont de Nemours & Co.:
Thank you, John. Good morning, everyone, and welcome. Thank you for joining us for our discussion of DuPont's second quarter and first half 2017 performance. Here with me are Ed Breen, Chair and CEO; Nick Fanandakis, Executive Vice President and CFO; and Jim Collins, Executive Vice President responsible for our Agriculture segment. The slides for today's presentation and corresponding segment commentary can be found on our website along with our news release. During the course of this call, we will make forward-looking statements. I direct you to slides one and two for our disclaimers. All statements that address expectations or projections about the future are forward-looking statements. Although they reflect our current expectations, these statements are not guarantees of future performance, but involve a number of risks and assumptions. We urge you to review DuPont's SEC filings for a discussion of some of the factors that could cause actual results to differ materially. We will also refer to non-GAAP measures. We request that you review the reconciliations to GAAP statements provided with our earnings news release and today's slides, which are posted on our website. Our agenda today will start with Ed providing his perspective on the company's performance, then Nick will review our second quarter and first half financial results. Third, Jim will discuss our Agriculture business. We will then take your questions. With that introduction, it's now my pleasure to turn the call over to Ed.
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Thanks, Greg, and good morning, everyone. This quarter, we continued the momentum we generated in the beginning of the year and delivered a strong second quarter. We, again, drove top and bottom line growth, including volume increases across the board and strong margin growth. The gains were driven by our productive innovation pipeline as well as favorable market conditions in Electronics & Communications, Performance Materials, and Protection Solutions. The second quarter's highlights were
Nicholas C. Fanandakis - E.I. du Pont de Nemours & Co.:
Thank you, Ed. Beginning with slide 3, second quarter and first half operating earnings per share reflect continued strong top and bottom line performance in the segments, primarily driven by volume growth. Operating earnings per share of $1.38 in the quarter increased 11%, while operating earnings per share of $3.02 in the first half increased by 21%. The business continued to drive productivity as demonstrated by operating cost declining about 100 basis points in the first half as a percentage of sales on an operating earnings basis. As a percentage of sales, SG&A cost declined about 70 basis points and corporate cost declined about 40 basis points. Consolidated net sales for the quarter of $7.4 billion increased 5% versus prior year driven by a 6% increase in volume partially offset by 1% lower local price. All of our reportable segments had volume growth in the quarter with Agriculture, Electronics & Communications, and Protection Solutions leading the way. Consolidated net sales for the first half of $15.2 billion increased 5%, all on volume growth. Sales grew in most segments led by Agriculture, Performance Materials and Electronics & Communications. Slide 4 outlines our growth from a regional perspective in both the second quarter and first half. In the quarter, we grew North America, Europe, and Asia Pacific, while sales in Latin America were down versus prior year. Growth in North America was primarily driven by Agriculture, while growth in Asia-Pacific was primarily due to Electronics & Communications and Performance Materials. For the first half, we saw strong growth in each region led by improvements in Asia Pacific and North America. Strength in consumer electronics and semiconductors, coupled with increased demand for polymers in automotive drove the improvement in Asia-Pacific. In North America, Agriculture led the way, driven by benefits from the timing of seed deliveries, increased insecticide and fungicide sales, and higher soybean seed sales. On slide 5, I want to highlight that the primarily driver of earnings per share growth in the second quarter is segment results, which contributed $0.13 to the quarter. Volume growth in all of our segments resulted in an increase in segment operating earnings. Turning to slide 6 for the first half results. Consistent with the quarter, segment results drove the year-over-year improvement in operating earnings, contributing $0.37 per share to the first half. Top line organic growth in most of our segments improved segment operating earnings. Exchange gains and losses contributed $0.07 per share to the first half results. The benefit is primarily due to the absence of prior year currency devaluations in both the Ukraine and Argentina. Lower net corporate and interest expenses added $0.04 to earnings per share in the first half, primarily due to cost savings and higher interest income on marketable securities. A lower tax rate added $0.03 to operating earnings in the first half, primarily reflecting a benefit associated with the adoption of a recent accounting pronouncement. As we noted in the first quarter, the company adopted this new guidance regarding accounting for certain aspects of share-based compensation. Lower average shares outstanding contributed $0.02 per share to the first half. Now let's turn to second quarter segment operating earnings analysis on slide 7. Segment operating earnings increased $144 million, or 9% in the quarter versus last year, with operating margin expansion of about 80 basis points. Growth in Agriculture, Electronics & Communications, and Industrial Biosciences drove the improvement in the quarter. Turning to slide 8 for the first half, segment operating earnings increased $418 million, or 13%, with operating margin expansion of about 170 basis points. More than half of the improvement was due to Agriculture, which Jim will cover in more detail. Performance Materials' operating earnings increased $86 million. Volume growth of 6% was driven by increased demand for polymers in global automotive markets and high-performance parts in semiconductor and aerospace markets. Operating margins in this segment expanded by about 175 basis points year-over-year. Electronics & Communications' operating earnings increased $53 million. Volumes grew 14% in the first half, driven by demand in consumer electronics and semiconductor markets, as well as stronger photovoltaic material sales. Operating margins improved by 335 basis points in the first half. Industrial Bioscience operating earnings increased $26 million. Top line organic growth of 9% reflected volume and local pricing gains in biomaterials and bioactives. Operating margins expanded by 210 basis points in the first half. Nutrition & Health results increased $22 million. Growth in probiotics was offset by declines in systems and texturants and protein solutions, resulting in volumes that were flat versus prior year. The business continues to focus its portfolio on higher growth, higher-margin products, such as probiotics and cultures. Plant productivity, mix enrichment, and cost savings drove the improvement in operating earnings. Operating margins in this segment improved by 165 basis points. I refer you to the materials we posted on our website today for further details on segment results. Turning now to the balance sheet and cash on slide 9. For the first half, we had negative free cash flow of about $4.6 billion, reflecting $2.8 billion in higher pension contributions, as well as Agriculture's typical seasonal cash outflow. In May, we completed a $2.7 billion discretionary contribution to our principal U.S. Pension Plan. When adjusting for the additional pension contributions, our free cash flow increased by about $200 million year-over-year. The improvement is primarily due to the timing of tax and other payments, including the first half 2016 prepayment to Chemours for delivery of certain goods and services. Higher merger-related costs partially offset these improvements. The businesses continue to drive towards best-in-class in relation to working capital. When comparing to the same period last year, business working capital levels remain about flat despite sales growth, as continued improvements in accounts payable were offset by increases in accounts receivable. Our continued focus on productivity has resulted in improvements across each of our business working capital turn metrics year-over-year. Net debt increased in the first half over our ending 2016 balance, reflecting the $2 billion debt offering we completed in May to fund the pension contribution, as well as our normal seasonal shifts in cash, primarily due to Agriculture. Before I turn it over to Jim, I wanted to comment on guidance for the remainder of 2017. Given our expected merger closing with Dow in August, it would not be appropriate for us to give guidance for DuPont on a standalone basis. As DowDuPont, there'll be a number of adjustment to segment results such as synergy capture, purchase accounting, alignment of accounting practice, impact and remedies and the anticipated integration of Dow and DuPont businesses within certain segments. In line with SEC requirements, we will file historical pro forma financial information for DowDuPont subsequent to merger close. As part of the slides for today's presentation, we have included key market commentary for the remainder of 2017 for each of our segments. With that, I'll turn it over to Jim to provide an overview of the results for Agriculture. Jim?
James C. Collins - E.I. du Pont de Nemours & Co.:
Great. Thanks, Nick. While the Ag markets in 2017 continued to be challenged, our results reflect our ability to deliver value for our customers and growth for our shareholders. In the second quarter, Ag segment sales grew 7% with crop protection sales up 10% and seed sales up 6%. Volume improved by 8% and was driven by a 16% increase in our crop protection business and a 6% increase in our seed business. The volume gains in crop protection were realized through increased insecticide and fungicide sales with each generating growth in the double digits. Volume improvement in our seed business was driven by the benefit from the southern U.S. route-to-market change and higher soybean sales in North America due to the increase in planting acres. Price was down 1% reflecting competitive pressure in crop protection markets in Latin America and Asia. Now in the quarter, operating earnings increased 11% as top line growth and cost productivity were partially offset by higher soybean royalty costs. Now in the first half, which represents the majority of the northern hemisphere planting season, Ag segment sales increased 5% with volume up 5% and price up 1%. Portfolio changes negatively impacted sales by 1%. Crop protection sales were up 7% and seed sales rose 5% in the half. Our operating earnings grew 12%, which translates to about 175 basis point improvement in operating margins. Strong volume growth in the first half was driven by the timing benefit in our seed business, including the southern U.S. route-to-market change, increases in insecticides and fungicide sales, soybean seeds in North America and sunflower and corn seed sales in Europe. Now this growth was partially offset by the expected decline in corn volumes driven by the reduced corn area in North America. Our price growth was led by a double-digit increase in Brazil driven by the continued penetration of our Leptra corn hybrids and increased pricing in soybeans in North America from the full launch of Pioneer brand Roundup Ready 2 soybeans with Xtend technology. Xtend soybeans are part of our latest A serious lineup of soybeans, which enables a greater than two-bushel per acre advantage. Both of these new products contributed to a greater than 2% increase in global seed pricing for the first half. Now in the first half, our crop protection business delivered strong top line growth of 7% amid challenging and highly competitive industry conditions. We are pleased by the continued expansion of Zorvec, one of our latest fungicides, which is targeting peak sales of greater than $200 million and by the launch of Vessarya, a premium fungicide in Brazil for controlling Asian soybean rust, which is also targeting peak sales of greater than $200 million. We have also restored supply of Lannate and Vydate volumes which contributed to the first half growth. Now volume growth in the half was partially offset by lower local prices driven by competitive pressures in Latin America and Asia. Looking towards the second half from a market perspective, we are anticipating lower planted corn area in Brazil's summer season coming off strong plantings and good yields in the previous summer season, and a sharp decline in domestic commodity prices. These dynamics are causing farmers in Brazil to delay purchase decisions until closer to planting as they scrutinize their cropping plants. We are also carefully watching the condition of the North America crop during this critical time in the growing season and the impact it could have on summer plantings in South America as well as commodity prices in North America as farmers plan for 2018. As always, we continue to be tuned in to market conditions, and we'll remain agile in order to respond to changing customer needs. Now I'll close with a brief update on our progress towards the achievement of our 2017 priorities. Our first priority is to achieve our sales, operating earnings and cash commitments and our first half results demonstrate that we're executing well against this goal. Our second priority is to drive rapid and successful technology launches. Evidence of steady progress in this area is shown by the price and volume benefits we realized in the first half and continued expansion of Leptra corn hybrids and Zorvec and new products such as A-Series soybeans and Vessarya. Our final priority is to prepare to close the merger and execute on integration plans in preparation for the intended separation. We used the first half to further define our projects to deliver the $1 billion in Ag cost synergies, and we will be ready to begin to execute on day one. Now the leadership team of the new business has spent considerable time together ensuring the robustness of the plans and setting the framework for an engaged and collaborative organization. Bringing together the innovation engines and combining the market access of the two organizations will drive substantial value for our customers and our shareholders. It will be an exciting second half of the year and I'm looking forward to starting the first chapter of the DowDuPont Ag business. So with that, I'll turn the call back over to Greg.
Gregory R. Friedman - E.I. du Pont de Nemours & Co.:
Okay, thanks, Jim. We'll now open the line for questions. John, if you could please provide the instructions for those on the phone to ask a question.
Operator:
And our first question is from David Begleiter from Deutsche Bank.
David I. Begleiter - Deutsche Bank Securities, Inc.:
Thank you good morning. Ed, on the review that the new board is doing, can you provide any more color on the process they're going through and potential for some movement of sales, assets and businesses from material co to specialty co? Thank you.
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Yeah. Thanks. Thanks, David. As you all know, we hired McKinsey to assist the board, and so the process is being led by the two lead directors, Sandy Cutler and Jeff Fettig with Andrew and I, obviously, involved also. But we have McKinsey doing a deep dive of study on it. And our goal is to get that done as quickly as we can so once we merge, we can, as a joint new board, new DowDuPont board, we can assess the outcome of that and move as rapidly as we can on making any decisions. But, obviously, the goal of this is to ensure maximum shareholder value is created, and that's the goal of the study and we'll see where that comes out. But we're moving as expeditiously as we can on that.
Operator:
And our next question is from Vincent Andrews from Morgan Stanley. Go ahead with your question, Vincent.
Vincent Stephen Andrews - Morgan Stanley & Co. LLC:
Sorry about that. Can you hear me?
Unknown Speaker:
Yeah.
Vincent Stephen Andrews - Morgan Stanley & Co. LLC:
My question, Jim. There seems to be a lot of moving parts in Brazilian market, particularly crop chemistry. We saw in the quarter a competitor took an inventory write-down, we know there have been high levels of inventory. It looks like your volume was strong globally, price was down. And then we've got the farmer may be holding off on inventory purchases and then you're selling some of your crop chemistry down there to somebody else. So how do we assess what's going on, sort of, in the Brazilian market, in general, and then how it's going to impact the DuPont RemainCo Ag business as we move through the rest of this year and into the next year?
James C. Collins - E.I. du Pont de Nemours & Co.:
Thanks for the question. I think there were probably four or five questions in there. So let's start with Brazil. We talked a lot about inventories in the past. And while, I would say, overall industry inventories down there are still a little bit elevated and, yeah, we heard some announcements out there, I'd say our inventories are kind of now back to where I would really like them to be, kind of normal. And I'd say that for the pretty much rest of the world. We've done a nice job as a team of managing those inventories back to where they need to be. So what you're starting to see then in the quarter is the volume response based on that. So we're picking back up now that volume as we continue now to replenish inventory levels to where they need to be. You're right, we did have strong volume growth in the second quarter. A lot of that was driven by our insecticide portfolio. And, yes, part of that was related to products that we're holding separate as part of the remedy to FMC. If I had to range that, I'd say that maybe of the overall segment total, about a quarter of that volume would have been tied to products that are in that hold-separate category. But the rest of it, and you're seeing that strength in Brazil as tied to our fungicides portfolio, we've talked about the Vessarya launch here for a few cycles. We started to really see that volume in the quarter as well, as it pulls through some additional picoxy volumes. And then on top of that, I mentioned in the opening, we saw a return really to full volumes with Lannate and Vydate globally. And a lot of that goes in both North America and in Latin America. And then finally, Zorvec, we talked about its launch. Farmer results have been extraordinary, especially in places like China, where we're really enjoying some benefits of brand new technology, and that flows through in mix as well, and you saw that a little a bit in our pricing results for the segment, so.
Operator:
Our next question is from Jeff Zekauskas from JPMorgan.
Jeffrey J. Zekauskas - JPMorgan Securities LLC:
Thanks very much. Good morning. In the original design of the merger, there was no category for tax savings. Have you made any progress in tax design, or is your expectation that your tax savings are zero? And secondly, in Protection Solutions, you've not really had the kind of operating improvement that you had in other divisions. Do you need to do something more, and what's holding you back there?
Nicholas C. Fanandakis - E.I. du Pont de Nemours & Co.:
So on tax, Jeff, this is Nick. Obviously, we're working that whole equation right now. We've had several discussions in Asia around – in Singapore, with tax authorities on what might be able to be put in place to the new merged entity. It's too soon to come out with what the end result of all those discussions are, but they're progressing very nicely as we go forward there. And so the tax – full tax impact – I'm not going to characterize what that impact is right now, but we've been working very hard around that area, and we've had some very good progress in that space.
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Jeff, your, I think, second question there on DPS. We did have volume growth in the business, as you said, and didn't have quite the leverage on the operating earnings. But this past quarter, and by the way also the first quarter, we definitely made growth investments, mostly in Tyvek and Nomex, for new applications that we're launching. One of them I mentioned in my prepared remarks a few minutes ago, so we see some nice opportunities in those areas and we're investing in them now for growth to pick up in the business. So we should, as we move forward, start to see leverage in that portfolio, but definitely making the investments for the future.
Operator:
Our next question is from Jonas Oxgaard from Bernstein.
Jonas I. Oxgaard - Sanford C. Bernstein & Co. LLC:
Good morning, guys.
Unknown Speaker:
Hello, Jonas.
Unknown Speaker:
Good morning.
Jonas I. Oxgaard - Sanford C. Bernstein & Co. LLC:
So, wondering if you can give an update – what's left in the regulatory before we can close? And part of that, so the European Commission is reviewing the FMC, or the DuPont acquisition of the FMC assets. What happens if they come in and request a Phase 2 review, or even block it?
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Yes, Jonas, so let me talk this through what's left. Understand that every jurisdiction around the world has approved the merger. So what is left, and Jonas, it goes right to your point. There's a couple markets where we're waiting on the approval of the buyer of the remedies and the two that are there is the EU, as you just mentioned on FMC, and the remedy in Brazil. We're down to the, literally, the last yards here to punch the ball into the end zone. We're not going to a Phase 2. We're very deep into the dialogue and we're literally, kind of any day here, awaiting on those. So we will close the merger in August. I can't say for sure yet if it's the beginning or towards the end, but it will definitely happen here in the month of August.
Operator:
And our next question is from Chris Parkinson from Credit Suisse.
Christopher S. Parkinson - Credit Suisse Securities (USA) LLC:
Thank you. Within E&C, it appears that you've had some pretty solid results across the segment, including consumer, semis, and photovoltaics. I think there were some easy comps in consumer versus the first half of 2016, but can you comment on your perceived sustainability of the rest of the growth across the E&C portfolio on a go-forward basis? You mentioned that on top of the 180 basis points improvement that – on volumes and price – that you actually offset a little with gross spend. Can you just elaborate a little bit more there and how that factors into your outlook? Thank you.
Nicholas C. Fanandakis - E.I. du Pont de Nemours & Co.:
Yeah, let me handle that, Chris. So as you go forward looking at Electronics & Communications, as you said, you're absolutely right, there were some rather lower comps that we were against. So part of it is that. But we have seen good, strong consumer electronics, semiconductor, as well as PV in the quarter and as we're going forward. When I look beyond the second quarter in the rest of the year, we do expect continued moderate strength in some of these key markets, primarily the three that we talk about, consumer electronics, semiconductors and PV. We are though forecasting growth rates to be down in the PV side due to some of the reduced government subsidies around the grid capacity constraints in China. So that will be tempered somewhat in the second half on the PV side but continued growth around the consumer electronics and semiconductor space.
Operator:
Our next question is from Steve Byrne from Bank of America.
Steve Byrne - Bank of America Merrill Lynch:
Yes, thank you. Question for Jim. Wanted to ask you about your new dicamba formulation, FeXapan. I was wondering if you'd conducted your own growth chamber and field studies on this product to assess drift potential and volatilization or does this product essentially rely on Monsanto additives and approvals? Are you at all concerned that this product could go down the path of your former herbicide, Imprelis? And do you see any merits in combining Enlist and Xtend down the road as a means of providing this protection to the soybean crop?
James C. Collins - E.I. du Pont de Nemours & Co.:
Yes, Steve. Thanks for the question. Clearly, you're right. We're watching this situation out there very closely. And DuPont FeXapan is essentially a duplicate product with XtendiMax that is out there in the marketplace. So we've relied heavily on the published labels that Monsanto had filed and duplicated those labels. We did our own testing and our own field trials and, certainly, our customers have had visibility of this technology for a couple of years. And we're committed to a pretty – one of the highest stewardship approaches that we've taken. Our route-to-market gives us direct access to our grower customers. We've been able to walk a lot of these fields. And based on the thousands of growers that are out there that have used this program this year successfully without any issues to meet the challenges that they face around some of these horribly resistant weeds that we're trying to control, we need this technology. And we're committed that it can be properly used and properly stewarded. So we're working with our customers. We're listening an awful lot. I've been out myself, looked at some fields, and we remain committed to the technology and the proper stewardship associated with it.
Operator:
And our next question is from P.J. Juvekar from Citigroup.
P.J. Juvekar - Citigroup Global Markets, Inc.:
Yes. Hi. Good morning.
James C. Collins - E.I. du Pont de Nemours & Co.:
Good morning, P.J.
P.J. Juvekar - Citigroup Global Markets, Inc.:
You had significant charges related to cost-cutting. And given that the merger took much longer than expected to close, can you achieve the part of the $3 billion of cost-cutting ahead of the merger and how does the post-merger cost-cutting will look like? And then secondly, for Nick. Can you comment on the timing of your pension pre-funding, and any tax benefit you gain from that? Thank you.
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Yes, P.J., let me take the first part of that. We took some charges during the first half of this year that were related to our $3 billion program. But we're not going to see the benefits of those until we're into the merger. You probably saw a few months back, we made an announcement about shutting down one key facility, we're merging it into two other facilities. We took a charge for that. And that has a longer tail to us, six to eight-month tail. So some of those programs we already enacted, so we don't have to it as long to get the synergy. But we still are lined up and ready to go on the $3 billion synergies once we merge and to get about 70% of that in the first 12 months of the merger. A – [06ZC7N-E Nick Fanandakis]>
Operator:
And our next question is from Don Carson from Susquehanna Financial.
Don Carson - Susquehanna Financial Group LLLP:
Jim, a question on soybeans, you talked about the price benefit of the ramp up of your Xtend and you're A-Series, but you did have high royalty cost. Did those higher royalties offset the price improvement? And how will those royalty expenses unfold as you go forward to the next two years and include more of those Monsanto technologies in your soybean lineup?
James C. Collins - E.I. du Pont de Nemours & Co.:
Yeah. Thanks. Thanks, Don, for the question. You're right. We are able to realize a price premium for our Xtend soybeans. And it only represented this year, somewhere between 10% and 15% of our total lineup. You're also correct that the continued penetration of those Xtend soybeans thus, have a negative impact. We don't talk specifically about gross margins below kind of the corporate level, but you'll start to see that it will have a drag as we're not able to really fully price to cover 100% of that royalty. Remember also, that royalty had some other things associated with it. It was our full enablement around Roundup Ready 2 Yield. It also had some other rights in access for us around the stacking of trade. So you can't pin 100% of that royalty drag directly on Xtend, but it is certainly a piece of that As it unfolds over time, we are able to begin to cover that essentially 100% of that by the end of the planting horizon. And we do that in a number of ways. Other pricing mechanisms that we have in the marketplace for the value that those products delivering, like more of our A-Series lineup into that background germplasm. It also has a flow through from a manufacturing perspective as we put more units to our manufacturing sites we get a pass-through on margin there as well. So as it becomes more and more a percentage of our overall lineup and our overall mix, I'm confident that we'll be able to essentially offset that.
Operator:
And our next question is from Frank Mitsch from Wells Fargo.
Frank J. Mitsch - Wells Fargo Securities LLC:
Good morning, gentlemen. The very last DuPont conference call. I don't know if I'm sad or excited or what. Hey, Ed, when you're talking about what's left to be done, you mentioned EU and you mentioned Brazil, and I thought I saw something about the South African Competition Tribunal is going to hold a hearing on August 4. Does that mean that August 1, 2 and 3 are off the table in terms of when you could close this transaction? How does that factor into the expected timing of the closure of the deal?
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Yes. The South Africa one, we'll see, but we're in the daily talks with them. And I don't think that will be the long pole in the tent on the next week or so here. It's really the other two we talked about.
Operator:
And our next question is from Duffy Fischer from Barclays.
Duffy Fischer - Barclays Capital, Inc.:
Yes, good morning. Question for Jim. You made a comment, but it wasn't quite clear to me. If you exclude the business it's going to go to FMC, roughly how would that change the 7% growth in the Ag business?
James C. Collins - E.I. du Pont de Nemours & Co.:
Yes, Duffy. If you think of it as an overall segment level Ag volumes, about half of the volume – about a quarter of the volume increase that we saw in the quarter would have been tied to those businesses that are moving away in the whole separate with the remedy. If I hone it down a little finer for you, and just talk specifically about the crop protection volume growth that we saw in the quarter, about half of that growth would be tied to that. The other part of our growth is tied to products that we're really excited about going forward, that are actually on a growth trajectory. If you think about our fungicides portfolio, Zorvec and Vessarya, we're just starting to see those volumes, and they represented about a quarter of the benefit that we saw in the quarter. And then the rest of it are insecticides that were not included in the remedy, and I mentioned Lannate and Vydate are two of the important ones, were now fully back enabled with volumes, and you're seeing the return to growth with those products as well.
Operator:
Our next question is from Robert Koort from Goldman Sachs.
Robert Koort - Goldman Sachs & Co. LLC:
Thanks very much. Good morning. I was wondering if you could talk about on Performance Materials, it was the one segment where you had some margin compression. Is that just a function of competitive intensity, is it the OEM customer bases product sell-through to and with the caution about still in play to draw in the second half, how do you expect that price cost dynamic to play out through the rest of the year? Thanks.
Nicholas C. Fanandakis - E.I. du Pont de Nemours & Co.:
Yeah, Bob, it's Nick. When you look at Performance Materials, you're right, it was the compression there, really driven by the raws, when you look at butadiene, benzyne, all have price increases. It also did have our plan turnaround at the cracker in the quarter as well. And that obviously would impact some of the volume pieces. But mainly it's on the raws. Looking forward, we look to see those raw headwinds continue around butadiene, benzene, ethane. The ethylene margins are going to see compression because we are seeing ethylene spot pricing start to decline somewhat as well. So you will continue to see that margin compression in Performance Materials because of the market and the raws.
Operator:
And our next question is from Sandy Klugman from Vertical Research Partners.
Sandy H. Klugman - Vertical Research Partners LLC:
Thank you, good morning. You reiterated the $3 billion cost synergy target. I was curious if there's any updated thoughts regarding the $1 billion revenue synergy target? And whether the continued challenges we're seeing in the Ag commodity market in any way impact your long-term expectations?
James C. Collins - E.I. du Pont de Nemours & Co.:
No, Sandy, this is Jim. We did a lot of work as we reset that $1 billion synergy target for the Ag businesses, post the remedies that we saw in the EU, and we had anticipated that there likely might be some remedy associated with the seed business in Latin America, which all came pretty much like we thought. So we feel good about that $1 billion. A lot of it is certainly tied to some areas around our production capabilities, seed and crop protection around the world, as we look at the opportunity to manage – to look at our footprint. It has to go with market and some channel access. There are countries around the world where each company has maybe a better footprint and gives us opportunities to compare that. And then part of it has to do with our retail and market approaches. And the teams have spent a lot of time looking at this kind of multiproduct, multichannel, multibrand approach, and I feel really good about our ability and readiness to execute on those plans as well.
Operator:
Our next question is from Laurence Alexander from Jefferies.
Laurence Alexander - Jefferies LLC:
Hi, Jim. I guess just one last question on Ag, can you just flesh out a little bit your thoughts on your CRISPR strategy? Do you see that as deepening your portfolio in your existing footprint, or will you take a second look at crops or niche crops that you aren't currently in, or vegetables or any other applications?
James C. Collins - E.I. du Pont de Nemours & Co.:
Thanks, Laurence. Yes, our CRISPR strategy, I would say, is something that is still emerging. We've clearly identified a few early targets. We talked about our waxy corn program. I think I had mentioned it a little bit at several of the Ag conferences. So it will be our first commercial product. We'd expect that by the end of the decade. We're beginning to work on a few other diseases that we think CRISPR could help us control. One of those is northern leaf blight. You know how important or how big an impact that disease can be. I think I saw a number last year, could have been as high as $1.6 billion in North America alone. So what that'll allow us to do is leverage our existing germplasm, but look for background germplasm where that trait or that natural disease resistance already exists and then use the CRISPR tool, just like we would any other advanced breeding technology, to breed our background germplasm in with that protection. So, after we kind of get through those two constructs, we are going to take a look at other crops, whether this opens opportunities for wheat and rice that have been a little more difficult, and take a better look at the global background of our germplasm to see what other opportunities might bring.
Operator:
Our next question is from Arun Viswanathan from RBC Capital Markets.
Arun Viswanathan - RBC Capital Markets LLC:
Great. Thanks. Good morning. Just had a question. First off, you have pretty tough comps next year in Ag, potentially. So maybe you can just elaborate on how you see the contributions coming in from volume, price – volume may be facing some tough comps, so price maybe not so much, and then FX also should be easing. And then secondarily, does the pension contribution or potential capacity investments for Dow reduce the potential for buybacks or dividends post-merger close? Thanks.
James C. Collins - E.I. du Pont de Nemours & Co.:
Yeah. It's obviously a little early to be talking about our guidance for next year. A clear part of our growth strategy as we think about the go-forward business is going to be on our new product pipeline, new product launches. I talked about a few here today. We have another important insecticide, Pyraxalt, which we'll be launching in 2018. And I think if you'll look at several of the Ag conference charts from both DuPont and Dow, you'll see that we both have good pipelines, with a number of new products coming over the next several years. So 2018, we'll be continuing to accelerate the launches that we've already talked about with Zorvec, Vessarya. We'd hope to continue to penetrate with Xtend and Leptra, both in Latin America and North America, so there'll be a positive mix effect from those two as well. And then I mentioned Vessarya earlier. I would say that, as we think about the second half of this year, especially in Brazil, we're cautious on that market, just as growers are. They're clearly watching to see how this North American crop develops. We're in a real critical stage right now, where temperature can have a big impact at pollination on yields. So I think we're all waiting to see how that turns out. That will naturally affect commodity prices for corn and soybeans. And those are two big drivers as to how the next season will unfold as well. So, as I said, it's a little early to call it, and we're watching things pretty closely.
Nicholas C. Fanandakis - E.I. du Pont de Nemours & Co.:
Arun, on the second part of your question with the share buyback. Share buybacks is an important tool for returning value to the shareholders. It's one that both Dow and DuPont have utilized in the past. What's going to happen going forward, obviously, that's going to be a DowDuPont board decision as to what would take place in the way of share buybacks post-merger. Specifically on your pension though, when you look about the pension contribution, keep in mind that from an adjusted net debt perspective and from a credit rating agency perspective, that really had zero impact because they take that pension liability into account in their rating. So by making that contribution, even though net debt went up, it had zero impact on the adjusted net debt.
Operator:
Our next question is from John Roberts from UBS.
John Roberts - UBS Securities LLC:
Thanks. And Nick, I don't know if you'll be on the next call, but it's been great working with you.
Nicholas C. Fanandakis - E.I. du Pont de Nemours & Co.:
Thank you, John. Same here.
John Roberts - UBS Securities LLC:
When you say you'll file pro forma historicals after the merger closes, when DowDuPont reports in October, will the July results of DuPont be disclosed at that time, or since this is structured as Dow acquiring DuPont, will that third quarter pro forma come out later?
Nicholas C. Fanandakis - E.I. du Pont de Nemours & Co.:
Yes. So the pro formas will come out 75 days after the merger. And those pro formas that we will issue will have the historical DuPont in place. What you're talking about on the DowDuPont going forward, as you look at the merge day, the DowDuPont numbers will pick up from that point going forward. So you could have anywhere from one to two months of DuPont alone results lost from those reported results depending upon when the close is, first of the month or the end of the month. That will not be picked up, but it would be picked up in the DuPont only pro formas.
Operator:
Our next question is from Alex Yefremov from Nomura Instinet.
Aleksey Yefremov - Nomura Instinet:
Good morning, everyone. Thank you. Question on Performance Materials segment. Any of you, is it possible to meaningfully accelerate growth in engineered polymers through more active product line acquisitions?
Nicholas C. Fanandakis - E.I. du Pont de Nemours & Co.:
Well for Performance Materials, you're talking? I mean, if you look at Performance Materials and the work we're doing around application development, the continued driving of new applications, new uses, that's all still in place. So although there are market trends that determine pricing, we're constantly looking for applications that will allow us to grow at greater than the industry rates of growth. So if you look at, for instance, auto builds over the last several quarters, you'll see a growth rate that the lower than that of which we've been able to realize in our business. So we'll continue to grow at a better rate because of the application development. As far as portfolio changes, that's something that the business always looks at the end looks for opportunities in and out to enhance of the value of the offering.
Gregory R. Friedman - E.I. du Pont de Nemours & Co.:
And we'll take our last question.
Operator:
And our last question is from Jim Sheehan from SunTrust Robinson.
James Sheehan - SunTrust Robinson Humphrey, Inc.:
Thanks. In Performance Materials, the raw material outlook that you got for the second half, you've identified some changes in the pricing there. If we see some of the raw materials come down and price, can you just talk about what the potential is for some modest margin expansion that you see in those businesses?
Nicholas C. Fanandakis - E.I. du Pont de Nemours & Co.:
Yes, obviously, if those raws don't go up as much or potentially turn, there's the opportunity to see margin expansion and greater leverage opportunity in the business. It's difficult to predict exactly where that's going to be. Keep in mind though, there is like a three-month lag to inventory as those movements take place either way.
Gregory R. Friedman - E.I. du Pont de Nemours & Co.:
Well, thank you for joining us today on the DuPont second quarter earnings call. We thank you for your interest in DuPont.
Operator:
Thank you, ladies and gentlemen. That concludes today's conference. Thank you for participating, and you may now disconnect.
Executives:
Neal Sheorey - The Dow Chemical Co. Andrew N. Liveris - The Dow Chemical Co. Howard I. Ungerleider - The Dow Chemical Co. James R. Fitterling - The Dow Chemical Co.
Analysts:
David I. Begleiter - Deutsche Bank Securities, Inc. Vincent Stephen Andrews - Morgan Stanley & Co. LLC Hassan I. Ahmed - Alembic Global Advisors LLC Frank J. Mitsch - Wells Fargo Securities LLC Jeffrey J. Zekauskas - JPMorgan Securities LLC Steve Byrne - Bank of America Merrill Lynch Emily Wagner - Susquehanna Financial Group LLLP Laurence Alexander - Jefferies LLC Arun Viswanathan - RBC Capital Markets LLC Peter E. Butler - Glen Hill Investment Research Duffy Fischer - Barclays Capital, Inc. John Roberts - UBS Securities LLC Aleksey Yefremov - Nomura Instinet Ryan Berney - Goldman Sachs & Co. Christopher S. Parkinson - Credit Suisse Securities (USA) LLC P.J. Juvekar - Citigroup Global Markets, Inc. Kevin W. McCarthy - Veritical Research Partners
Operator:
Good day and welcome to The Dow Chemical Company First Quarter 2017 Earnings Call. Also, today's call is being recorded. I would now like to turn the call over to Mr. Neal Sheorey. Please go ahead, sir.
Neal Sheorey - The Dow Chemical Co.:
Good morning and welcome to The Dow Chemical Company's first quarter earnings conference call. I'm Neal Sheorey, Vice President of Investor Relations. As usual, we are making this call available to investors and the media via webcast. This call is the property of The Dow Chemical Company. Any redistribution, retransmission or rebroadcast of this call in any form without Dow's expressed written consent is strictly prohibited. On the call with me today are Andrew Liveris, Dow's Chairman and Chief Executive Officer; Howard Ungerleider, Vice Chairman and Chief Financial Officer; and Jim Fitterling, President and Chief Operating Officer. We have prepared slides to supplement our comments in this conference call. These slides are posted on our Investor Relations' "Financial Reporting" page. You can also access the slides through the link to our webcast. I would like to direct your attention to the forward-looking statements disclaimer contained in both the press release and in the slides. In summary, it says that statements in the press release, the presentation and on this conference call that state the company's or management's expectations or predictions of the future are forward-looking statements intended to be covered by the Safe Harbor provisions under federal securities laws. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of principal risks and uncertainties, which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Risk Factors," in our most current Annual Report on Form 10-K. In addition, some of our comments reference non-GAAP financial measures. A reconciliation to the most directly comparable GAAP financial measure and other associated disclosures are contained in our earnings release and on our website. Unless otherwise specified, all comparisons presented today will be on a year-over-year basis. Sales comparisons exclude divestitures and acquisitions. EBITDA, EBITDA margins, return on capital and earnings comparisons exclude certain items. I will now turn the call over to Andrew.
Andrew N. Liveris - The Dow Chemical Co.:
Thank you, Neal. If you turn to slide 3 – and good morning, everyone – our results once again underscored the strength of Dow's portfolio. The first quarter saw rapidly changing business conditions around the world, and Dow showed once again it has the right levers in place to say agile, focused and deliver strong earnings growth. Summary of these results are
Howard I. Ungerleider - The Dow Chemical Co.:
Thanks, Andrew. Turning to Slide 5 and a summary of our results, sales grew to $13.2 billion, driven by price and volume gains and the addition of Dow Corning's silicones business. Pricing rose 7%, reflecting broad-based actions that led to increases in all geographic areas and in most operating segments. Volume ex-M&A, grew 4%, reflecting consumer-led demands, particularly in our core end markets of packaging, transportation, infrastructure and consumer care. EBITDA increased 20% to $2.7 billion. The key tailwinds in the quarter included broad-based consumer-driven demand, the addition of our new silicones business, higher equity earnings and productivity and synergies that totaled $200 million, evenly split between Dow Corning cost-synergy savings and productivity actions. We have now achieved more than $750 million of cost out since 2015. These gains more than offset higher feedstock costs, which led to short-term margin compression, particularly in a few of our downstream businesses where pricing initiatives typically lag the raw material increases. As we shared with you on our fourth quarter call, we also had more than $100 million of higher spending for both planned maintenance activities as well as commissioning costs in the U.S. Gulf Coast, all of which was in line with our modeling guidance. The commissioning cost will continue in the second quarter, and I encourage you to review our updated modeling guidance in the appendix for more details. Now moving to our business highlights. On Slide 7, Dow Ag reported EBITDA of $351 million. The highlight of the quarter was the continued increased contribution from the seeds business driven by gains in Latin American and the successful launch of ENLIST cotton in the U.S. due to strong early grower adoption. Crop Protection reported volume growth in all geographic areas except Asia Pacific on strong demand for new product innovations and 9% growth globally in insecticides, with particular strength in Spinetoram and Spinosad in Europe and across multiple molecules in North America. We saw lower herbicide demand in North America aligned with a projected acreage shift from corn to soybeans. The decline in Asia Pacific was primarily related to soft rice herbicide demand due to an inventory overhang created by flooding during last year's season and increasing resistance to our existing Penoxsulam technology. Going forward, we will address the resistance issue with the launch of Rinskor Active herbicide, which features an alternative mode of action. Rinskor will be launched in time for the next growing season. Innovation is still very much valued by growers. We saw this in the quarter with gains for our new Arylex broad leaf herbicide for use in multiple crops including cereals and strong demand for ENLIST cotton. Looking ahead, our Crop Protection business, which represents about 70% of Dow Ag, has an industry-leading pipeline with products including Isoclast insecticide to control sap-feeding pests and Rinskor herbicide to control grass, broad leaf and sedge weeds. Dow AgroSciences remains well position to bring at least one new-to-the-world molecule to commercialization every year. We have included a review of the business's innovation pipeline in the appendix, which highlights the breadth and depth of products that are still to come. We still expect to deliver flat EBITDA in the first half of 2017 versus last year's first half. And I'll now turn it over to Jim to cover the rest of the businesses, and I'll come back to provide an update on the silicones introduction. Jim?
James R. Fitterling - The Dow Chemical Co.:
Thanks, Howard. Moving to Consumer Solutions on slide 8, the segment delivered record first quarter EBITDA of $500 million and its seventh consecutive quarter of growth led by Dow Automotive, Electronic Materials and the contribution from silicone. Dow Automotive achieved an all-time quarterly EBITDA record driven by its 16th consecutive quarter of volume gain, as the business's growth continues to outpace the automotive end market. Consumer Solutions – Silicones delivered strong results led by volume gains in Asia Pacific, particularly in the automotive end market. Electronic Materials delivered its seventh consecutive quarter of EBITDA growth on continued above-market volume gain driven by new business wins and share gain. Infrastructure Solutions on slide nine achieved record quarterly EBITDA of $511 million driven by volume growth, the contribution from silicone and the benefit from on-purpose propylene production. Building & Construction delivered volume growth on strong demand, particularly for commercial application. The silicones business reported volume growth on robust demand for pressure-sensitive adhesives, label-stock release liners and Building & Construction application. Silicones also benefited from the significant cost synergy savings, and our Performance Monomers business benefited from tighter industry fundamentals and reduced turnaround spending. Performance Materials & Chemicals on Slide 10 delivered a year-over-year EBITDA increase of $100 million. Equity earnings and volume gains in all geographic areas and all businesses more than offset margin compression in some of the products. Polyurethanes achieved double-digit growth on continued robust demand for systems application, particularly in building insulation and household appliances as well as tight market conditions in isocyanate. Industrial Solutions grew volume in high-value applications for textiles, lubricants and electronics, with double-digit volume growth in Asia Pacific. The business also reported higher equity earnings. On Slide 11, Performance Plastic's EBITDA was flat year-over-year as volume growth and price gains offset increased feedstock cost, and we absorbed more than $100 million of headwinds in the quarter. These headwinds were evenly split between planned maintenance and turnaround spending and U.S. Gulf Coast commissioning cost. Packaging and Specialty Plastics achieved record first quarter sales volume and its 11th consecutive quarter of sales volume growth. The business expanded variable margin as polyethylene supply-demand fundamentals remained tight, and chain inventory continued at low levels. Elastomers also reported record first quarter sales volume and its ninth consecutive quarter of sales volume growth, led by strong demand in transportation, packaging and high-performance athletic footwear applications. I'll now turn it back to Howard for an update on the silicones integration.
Howard I. Ungerleider - The Dow Chemical Co.:
Thanks, Jim. Turning to Slide 13, I want to thank the Dow Corning and the Dow teams for their efforts to drive a seamless integration. It continues to exceed our expectations, and as you clearly see, based on the result, we have accelerated the cost-synergy realization. In fact, we hit our $400 million run-rate target in the quarter and saw approximately $100 million of realized savings drop to the bottom-line. And we delivered this more than a year earlier than planned, which reflects Dow's strong project management skills and bodes well for the implementation phase of the Dow-DuPont merger. With the cost synergies achieved, our mindset increasingly focuses on growth. Here, too, we're ahead of plan and are seeing early commercial wins and robust volume growth, and this is just the beginning. Turning to slide 14, you'll recall that our stated goal is at least $100 million in growth synergies by the end of year three from the close of the silicones transaction. In 2016, we rapidly defined our growth synergy playbook. As part of that process, we identified and are now tracking more than 400 distinct growth opportunities. We have a clear line of sight to attaining our target, and our execution plans are well underway. We see the growth synergy initiatives delivering at least $400 million of additional revenue, with more than 70% of that aligned to our core end markets. And, in fact, we've already secured some early wins in Automotive, Building and Construction as well as Home and Personal Care. One example is LIQUIDARMOR LT. The Dow Building and Construction team recently launched this flashing and sealant for the commercial building market. This new to the world product takes advantage of silicones' low-temperature flexibility and can be applied in weather as cold as negative 20 degrees Fahrenheit, meaning year-round. We've also achieved synergy wins in automotive brake fluid applications, feeding solutions, as well as into multiple home and personal care applications with brand owners around the world. You can expect our teams to continue to show the same disciplined mindset on growth that rapidly delivered the cost synergies well ahead of schedule. With that, I'll turn the call back to Andrew.
Andrew N. Liveris - The Dow Chemical Co.:
Yes. Thank you, Howard. Dow Corning is one of the most comprehensive examples of our integration and innovation growth strategy in action. And if you turn to slide 16, you'll see that the long-term Dow strategy has been well articulated. The Dow-DuPont merger is a key part of realizing the strategy, and it accelerates our execution as well as builds upon the trajectory we have consistently driven for the past many years. This strategy, reaffirmed by our Board and executive management in 2013, is underpinned by our unparalleled combination of world-class innovation and industry leading integration. We deploy that expertise and strength to the consumer-led end markets that value these unique material science capabilities in packaging, transportation, consumer care and infrastructure, going narrower and deeper, making strict value-based portfolio decisions, delivering superior returns, all based upon our integration and innovation drivers. This strategy has fundamentally shifted our growth and earnings trajectory, delivering impressive volume growth, significant EPS growth and, ultimately, higher cash flows that have enabled us to invest in our next chapter of growth, while also increasingly rewarding shareholders. We are actively working on the next phase of this growth strategy, and that work starts with a view towards market trends and our capabilities. And turning to Slide 17, the post-merger Materials Science division company will have nearly 90% of its revenues aligned to these four core end markets. These markets are attractive; they're growing spaces that are fueled by strong demand drivers, including sustainable organization and a growing middle class around the world. They are markets that have shown great resilience and consistent growth over time, and they are sectors where Dow has leading positions today. We are attracted to these markets because they are increasingly demanding a broader and more complex suite of technology offerings and capabilities, market access and customer intimacy and the unique combination of local presence and global scale. The winner in these markets brings the complete toolkit to the table. That's how Dow has earned a seat at our customers' design table, working hand-in-hand with brand owners, OEMs and other value-chain members to customize and spec in breakthrough innovation. Turning to Slide 18, to do so, we've reinvigorated our innovation engine. We've done it through thoughtful investments in capability, in people and in bringing a business lens to the laboratory. Today, Dow has a truly world-class R&D franchise. Here are some proof points
Neal Sheorey - The Dow Chemical Co.:
Thank you, Andrew. Now we will move on to your questions. I ask that you please keep to one question so that we can allow as many people as possible the opportunity to ask a question. First, however, I would like to remind you that my comments regarding forward-looking statements and non-GAAP financial measures apply to both our prepared remarks and the following Q&A. Rochelle, would you please explain the Q&A procedure?
Operator:
Thank you. And our first question, we'll hear from David Begleiter with Deutsche Bank.
David I. Begleiter - Deutsche Bank Securities, Inc.:
Good morning. Andrew and Jim, on the ethylene chain, the ethylene cycle, as we head to the back half of the year, how are you viewing the strength in the cycle, and h ow that might be sustained or whatever?
James R. Fitterling - The Dow Chemical Co.:
Good morning, David. Look, the ethylene cycle continues to look attractive to us even in the slower growth environment. And our view on oil, obviously is in kind of a low-to-mid oil pricing environment. Operating rates are still hanging in there at 90%, even with new capacities coming online. And that's with the look that monomers are going to come on probably ahead of the polymer capacity. So I think our view is continued strength in the ethylene cycle and continued strength in the polymer market.
Operator:
And we'll next move to Vincent Andrews with Morgan Stanley.
Vincent Stephen Andrews - Morgan Stanley & Co. LLC:
Thanks and good morning. Just on the Texas cracker, when do you think you'll actually be selling commercial volumes of polyethylene, and how fast do you think you'll ramp up, or when do you think you'll ramp up to sort of complete utilization?
James R. Fitterling - The Dow Chemical Co.:
Morning, Vince. On the U.S. Gulf Coast, we're about 50% through the commissioning phase of the Texas 9 cracker right now. So we're targeting mid-year to have ethylene. We have two plastics plants that will come up at the same time as that plant. We have a high pressure, low density plant for kind of a next-generation low density product to bring to the market, similar to the fourth plant that Andrew mentioned in Sadara that started up just this week. And we also have another plastics plant that's coming on for our Elite branded Performance Plastics technologies, which go into high performance food packaging, specialty packaging, and our hygiene and medical applications. So both of those will come on mid-year. And then we move with the next phase of (24:47) in the first part of 2018. We'll have two more plastics plant in the first part of 2018 as well as a de-bottleneck on some gas phase assets, which we'll be making bimodal pipe products for high pressure pipe application.
Operator:
And, next, we will hear from Hassan Ahmed with Alembic Global.
Hassan I. Ahmed - Alembic Global Advisors LLC:
Good morning, Andrew.
Andrew N. Liveris - The Dow Chemical Co.:
Good morning.
Hassan I. Ahmed - Alembic Global Advisors LLC:
Andrew, obviously, as we sort of look at the cycle, there seems to be increased capacity addition momentum in 2018 and 2019 and sort of a tapering off thereafter. So my question really is – a) what are you thinking in terms of the next wave of capacity additions? Will you be partaking in that? Question one. And associated with that, would be that obviously we're seeing increased activity in Saudi Arabia. Obviously, Aramco has – your joint venture partner, has very aggressive capacity growth plans within petrochemicals as a part of their Vision 2030. But, similarly, you're seeing more and more of the Middle Eastern companies come out here as well. We recently heard SABIC announcing plans for a cracker here in the U.S. Epic (26:03) has announced plans as well. So just where will these capacity additions be? Will you be partaking in them? Would love to hear your thoughts.
Andrew N. Liveris - The Dow Chemical Co.:
Well, thank you, Hassan. I'll start, and Jim can round off. We definitely will be participating, and I foreshadowed that in my remarks. And I also foreshadowed that as we have done these massive investments, which are, in essence, one grassroots in Sadara and one brownfield in Texas and also in Louisiana, we've had a mind's eye to when these come up, what's the next load of capacity? And you should think of us then as incremental from here because we have these big bases. And there's a lot of work that's been done to define how we get that in place over the next 5 years. And we're reviewing all of that now, and we're going to have something to say about it very soon. You can assume that we're going to be a leader in making sure that we keep our share where it is, if not grow it, especially with these high-end products that we can make, elastomers and the C8s, and some of the more specialty end-uses in packaging, which we see a strong growth market. As regards to Saudi Arabia and Aramco, this clearly a drive by not just Aramco, but as you mentioned, SABIC and others. They're playing in more the low-end type business and the more petrochemical business and the more commodity business, which is fine. We can participate in some of that with them with Aramco as a licensor, maybe as a small equity player. But in the high-end product line, we are their partner of choice. And we're definitely talking to them now quite actively about after we get Sadara through the lender's reliability test what does it look like beyond. And as our partnership evolves, you can assume that The Dow Chemical Company and Saudi Aramco will stay very, very tight together. We are their preferred partner, and we like doing business with them. Jim, did you want to add?
James R. Fitterling - The Dow Chemical Co.:
The only thing I would add, Hassan, is we've got a broad range of incremental projects that Andrew spoke of that we'll be looking at here. And additionally, as soon as we can close on the Dow-DuPont deal, we'll want to bring them into that discussion and understand how we can bolt-on some growth capacity for DuPont Performance Materials that we'll need be going into the merged company condition.
Operator:
And next, we'll move to Frank Mitsch with Wells Fargo Securities.
Frank J. Mitsch - Wells Fargo Securities LLC:
Hey, good morning, gentlemen. Nice start to the year.
Andrew N. Liveris - The Dow Chemical Co.:
Good morning.
Frank J. Mitsch - Wells Fargo Securities LLC:
Jim, when you're talking about the Performance Plastics segment, obviously, the top-line was fairly robust. And you did mention that there was a $100 million negative impact from maintenance expenses as well as commissioning of new – of the new facilities. I was wondering if you could talk about the underlying margins and what you saw in Q1 and, equally, if not more importantly, what your expectations are given market dynamics for Q2?
James R. Fitterling - The Dow Chemical Co.:
Sure, Frank, happy to. The underlying business was very strong. The volume was up 5%. The price was up 15%. At the same time, remember that feedstocks year-over-year were up about 40%. So the underlying business performance was closer to a $1.1 billion EBITDA number, before you take those headwinds of the greater than $100 million that we had for commissioning and start-up costs. And on turnaround and maintenance costs, we had the Terneuzen cracker down. It's the first turnaround we've had in Terneuzen for tenure. So obviously that's a sizeable turnaround, and we started that in the first quarter. And then commissioning and startup for Gulf – the Texas 9 cracker, as I mentioned right now, we're about halfway through that. That will complete in the second quarter. So you're going to see some commissioning and start-up costs in the second quarter as well. With that increase in feedstocks cost though and as I talked about the underlying earnings, plastics actually increased variable margins in the quarter. So their price and volume moves were very strong, and they did a good job in that space. They just had these one-time costs that hit them.
Operator:
And, next, we'll move on to Jeff Zekauskas with JPMorgan.
Jeffrey J. Zekauskas - JPMorgan Securities LLC:
Thanks very much.
Andrew N. Liveris - The Dow Chemical Co.:
Morning.
Jeffrey J. Zekauskas - JPMorgan Securities LLC:
Hi. Good morning. I think, Andrew that you plan to retire as CEO of The Dow Chemical Company on June 30. Are you open to playing a different leadership role following that retirement, or do you think your career will take a different direction?
Andrew N. Liveris - The Dow Chemical Co.:
Well, thank you, Jeff. That's about as direct a question I've had on the topic. Look, clearly, we – we the Board, the Board of the company decides what happens here. And with the delayed close, there has been an awful lot of dialogue. We're not ready to say anything yet, but we will have something to say very shortly. So if you beg our indulgence, that's a pretty important question you just asked. And nothing to do with my importance, everything to do with where we are in closing the merger. So we are talking at the Board level, and we'll have something to say very soon.
Operator:
And, next, we'll move on to John Roberts with UBS. Mr. Roberts, your line is open.
Neal Sheorey - The Dow Chemical Co.:
We'll move to the next question, please.
Operator:
We'll move on to Steve Byrne with Bank of America.
Steve Byrne - Bank of America Merrill Lynch:
Hi. I just wanted to drill in a little bit on materials co. Would you expect that materials co. would invest in downstream specialty products facilities adjacent to Sadara, similar to your Consumer and Infrastructure Solutions businesses, but just in that region? And then similar, on materials co., what would you anticipate revenues out of that spinco to be based off of value-based pricing versus commodity pricing? Can you roughly split between those two buckets?
Andrew N. Liveris - The Dow Chemical Co.:
I'll let Jim take the second piece. But Steven, the Saudi-related question and what happens in the construct of our three enterprises post-spin, there is a strong inclination here that the Saudis want to go downstream and want to diversify as part of their Vision 2030. We at Dow have been helping them with that strategy. And in fact we've got some of our own investments downstream, including our membranes facility that we have built there, which is 100% owned, as well as a coatings plant that is under construction that's in our Infrastructure Solutions business. So there's no question that they have interest in the next step of value. We haven't had large discussions about this as a merge co and future spincos yet. I think there's no question that all the spincos, but particularly the specialty co. and the materials co., would have interest in looking at what value creation can occur by being alongside the world's largest industrial complex that has a very low-cost footprint and is very integrated. So I'm sure those conversations will be brokered at the right time, but nothing right now because, of course, where we are right now in our creation of merge co. and spinco. Jim, did you want to add anything on pricing?
James R. Fitterling - The Dow Chemical Co.:
On your question on value pricing, greater than 60% of the materials co. portfolio today is consumer driven, and I would already consider in a value pricing type of an environment. When you bring in DuPont Performance Materials and you look at a pro forma of materials co., it's going to be north of $50 billion of revenue. And I would venture that DuPont Performance Materials is going to increase the amount of value pricing as a percent of the consumer-driven applications. So our intent is to continue to go downstream in innovation. As Andrew talked about, we're still investing in R&D. We've got a robust pipeline of new products coming out, automotive, transportation, energy-efficient building products and our food and specialty packaging products, high-pressure pipe. These are all areas that are value-added markets for us, and some of the highest returns that we have in the company.
Operator:
And next, we'll move on to Don Carson with Susquehanna Financial Group.
Emily Wagner - Susquehanna Financial Group LLLP:
Good morning. This is actually Emily Wagner on for Don. You guys confirmed that the total synergy number for the combined company would remain at $3 billion. Could you give us a bit more detail regarding where the additional synergies are coming from in the Materials and Specialty business?
Andrew N. Liveris - The Dow Chemical Co.:
Yeah. Look, thank you, Emily. We aren't ready to give you the details and the high-level breakdown that was reaffirmed by DuPont the other day, which is the Materials piece will go from $1.5 billion to $1.6 billion. The Ag, which saw the biggest hit from the remedy – the conditional remedy out of the European Union, we also know there is obviously some more to come there with China and Brazil. So Ag has lifted its number even with those remedies to $1 billion, and then spec co. to $0.4 billion. So that adds up to $3 billion. We knew going in that there is a lot more there than what we announced. We said $3 billion was the floor. Now that we've had a lot of remedy action, we are still confident we can speak to the $3 billion. When we get to close, we'll look under the tent. There is a few things that we're hopeful we'll find, especially in the procurement area and leverage cost. So that's work that Jim and Howard and others will be doing with their DuPont counterparts. But we can reaffirm the $3 billion, which is, I think, the most important thing we will say on that question.
Operator:
And, next, we'll move on to Laurence Alexander with Jefferies.
Laurence Alexander - Jefferies LLC:
Good morning. I just want to parse out one of the things you said in your opening remarks. For the $15 billion of EBITDA longer term, I think, you indicated that you do need a certain number of additional projects to get there. Roughly, how much CapEx are you thinking of to support that bridge?
Andrew N. Liveris - The Dow Chemical Co.:
Yeah. Howard, you haven't had a chance to speak. So why don't we get you to there? And maybe, Jim, you can back up.
Howard I. Ungerleider - The Dow Chemical Co.:
Sure, Andrew. Good morning, Laurence. So I mean, look, we've – last year, we peaked at CapEx at $3.8 billion. Just a friendly reminder, that was $100 million less than we had committed to externally. So it was a $3.9 million target, and we spent $3.8 million. This year, we're on trajectory to spend $3.4 billion. And our DNA, as the projects that we've talked about that Andrew and Jim both talked about on the call, as those roll off, our DNA will increase. So you can expect that we can deliver those kinds of EBITDA growth in line with spending at roughly DNA in the $3 billion to 3.4 billion range from a CapEx standpoint.
James R. Fitterling - The Dow Chemical Co.:
I would agree with Howard. And I think given the nature of what we've got in front of us, the next three or so years being incremental projects, albeit some of them pretty good sized increments, we can do it within those numbers.
Operator:
And we'll next to move to Arun Viswanathan with RBC Capital Markets.
Arun Viswanathan - RBC Capital Markets LLC:
Great. Thanks, guys. Just had a question on Slide 26, your outlook for Q2. It looks like Corning is tracking well ahead of your expectations, but some of the start-up commissioning costs are a little bit stronger. Is that kind of a fair characterization? I mean maybe you can just help us walk through some of your expectations for Q2 and the rest of the year? Thanks.
Andrew N. Liveris - The Dow Chemical Co.:
Howard, now you go and then Jim can back up.
Howard I. Ungerleider - The Dow Chemical Co.:
Yes, sure. I mean, thanks for highlighting slide 26. I think that's an important slide when you look at the moving parts. I think you've characterized it right. I mean, the underlying volume growth and pricing growth is there, and that should continue. Dow Corning on the silicone's integration that continues. I mean, if you look at the silicones business, since we've owned it, it's grown volumes 6%. So you pick your GDP number, that's roughly 2x global GDP, I would say, at this point. When you look at the second quarter, you definitely are going to have headwinds on both finishing the commissioning of the U.S. Gulf Coast, the Texas-9 cracker and also the Terneuzen cracker that will go through the second quarter. It started in March, but there will be a big chunk of downtime in the second quarter. So that's why we're showing you the headwinds that are non-operating between the planned turnaround and the commissioning costs for Q2.
James R. Fitterling - The Dow Chemical Co.:
The only thing I would add, Howard, is that we had pricing momentum through the first quarter. So we ended March at better pricing than we had through the first quarter, so we take that into second quarter. And, as you know, some of these products as you have a pretty sizable step-up in input costs, they don't get passed through within a month. Some of them take a couple of months to pass through, so you'll see some of that come through in second quarter.
Operator:
Peter Butler with Glen Hill Investments will have our next question.
Peter E. Butler - Glen Hill Investment Research:
Hey, good morning, guys. In getting closer to the consumer increasing your market share in faster growth sectors, how much of an advantage do you guys have having your own sales force, your global sales force organization on the ground? Particularly compared to less advantage smaller competitors. For example, does it produce the extra several cents on polyethylene that your legendary CEO, Ben Branch, was always looking for?
Andrew N. Liveris - The Dow Chemical Co.:
Yes. May he rest in peace. Thank you, Peter. So I'll let Jim take that last piece of your question, but I do want to highlight a very important point I'll use as an example. So Sadara, we've been watching, of course, and building and constructing these 26 units for the last five years. But in parallel, Saudi Aramco gave us the marketing rights and sales rights because we're a trusted on the ground direct supplier to end use customers. We don't use agents. We don't use distributors. We use our own sales force. And we're on the ground in pretty much every country out there – 162, to be precise. And these direct interactions we have – I talked about China on the Cramer segment I did today. The fact that we're in Western China, the fact that we're opening up in Urumqi China – go look it up on your map – we have this ability to create new demand, and we can create new demand and we have built a marketing plan and a sales plan with Sadara so that when Sadara starts up every one of its units, we have the warehouses, we have the direct sellers, we have the incremental selling plan, we have the new customers. We have brought the customers to Sadara. We have lined up all the sales such that all these units can start up and run pretty much flat out. That's Dow's sales machine and marketing machine, which was built decades ago, we've doubled down and tripled down on it, especially in the newer emerging geographies, whether they be Africa, whether they be the Middle East itself, whether they be the near Middle East, India and then, of course, Asia. Now, all of that is Dow playbook 101. And this is what I think we've been very, very good at in creating value-driven premiums for our newer portfolio. Over 60% of our portfolio now really is directly driven by end use consumer demand. So we work with our paint customers on their customers' needs, whether it be in China or whether it be in the United States. That functionality is driven by our innovation engine across the product mix and, in particular, the reorientation of plastics. So Jim, why don't you speak now to this premium that we have whether it's driven by packaging or elastomers?
James R. Fitterling - The Dow Chemical Co.:
The activity in sales, technical service and applications development exist in every region that we do business. So the labs are local. Customers can come into those labs and work together with us, and we can customize solutions for them. And also we target markets where we can achieve value for the return on business rather than just filling up assets with commodity products. The combination of those two things allows us to achieve higher returns on the polyethylene margins than our competitors. And, obviously, we're not an oil company or we're not a natural gas company. So we don't have that advantage. But we try to cover that with our feedstock flexibility on the integration end. But far and away, the vast majority of our investment is in downstream innovation, more application development and more solutions for these customers. The great example is automotive. We've already launched products in automotive that have chemistries from both Dow Corning and our Dow Automotive business. LIQUIDARMOR that Howard mentioned, silicones and acrylates, combinatorial chemistries to get us new Building & Construction products, already in packaging where Dow Corning had a big presence you already see that happen. When we bring DuPont Performance Materials into this, it's going to be huge.
Operator:
And next, we'll hear from Duffy Fischer with Barclays.
Duffy Fischer - Barclays Capital, Inc.:
Yes, good morning. I wanted to drill down on your marketing agreement with the Saudis. How is that going to play out kind of at the sales line, the EBITDA line and the cash flow line as you report? We've got some production today. Are you seeing those sales roll through from your marketing agreement already? And how will that ramp? And then, do you have to take the working capital on your balance sheet to fill up all of those warehouses you were talking about? So just how should we think about that sales agreement flowing through your financials?
Andrew N. Liveris - The Dow Chemical Co.:
Howard?
Howard I. Ungerleider - The Dow Chemical Co.:
Yes, thanks, Duffy, for the question. If you go to Slide 26, we tried to give you little bit of modeling guidance, because you're right, because we do – we have responsibility to market the Sadara product everywhere outside of what we call the Middle East Zone, which is the countries around Saudi Arabia, including Saudi Arabia where Sadara will market for themselves. In the first quarter, about 20 basis points of our EBITDA margin dropped. So we had a 61 basis point margin drop year-on-year. 20 basis points of that was due to just the Sadara revenue ramping, because we essentially make a distributor-type or an agency-type commission on those sales. We preserve the profit. We get the 35% of Sadara's profit flowing to our equity earnings. So there is a little bit of disconnect between the two. At this point, I would say for the full year, you should expect about $1.5 billion of revenue coming into Dow's revenue from Sadara. And for the second quarter, we're calling between a 25 basis point and a 50 basis point margin compression on the Dow total bottom-line. Your question around working capital, it should balance itself out. Obviously, we've got to fill the pipeline, so there's a little bit of a build here in the first 90 days or 120 days of each asset coming up. But once they line out, it should be neutral on a Dow working capital basis.
Operator:
And next, we'll move on to John Roberts with UBS.
John Roberts - UBS Securities LLC:
Thank you. You've significantly cleaned up the JV accounting with the Dow Corning and MEGlobal actions. But even before SADAF, you look at slide 30, you still have a number of other JVs. Are we essentially done with the portfolio actions at the JVs?
Andrew N. Liveris - The Dow Chemical Co.:
No. Certainly, thank you for the statement. That was one of our goals, but we were in triple-digit numbers of JVs when we started this five, seven years ago. We're down now to double digits, but that's still a lot of double digits. We have a long tail. So Jim and Howard have been leading an effort and especially the financial group to get us out of the smaller ones. The big ones – there is still some work to be done there, and so we're – we won't say which ones, but we definitely are not stopped to answer your question.
Operator:
And we'll move on to Alex Yefremov with Nomura Instinet.
Aleksey Yefremov - Nomura Instinet:
Good morning. Thank you. You mentioned margin compression in both Infrastructure and Consumer in the first quarter. Is it fair to say that from at least raw material margin perspective, first quarter would mark the low point for this year, adjusting for seasonality?
Andrew N. Liveris - The Dow Chemical Co.:
Do you want to go?
James R. Fitterling - The Dow Chemical Co.:
Yeah. Morning, Aleksey. I would say they've experienced a real spike in a couple of key raw materials. Propylene spiked pretty heavily in the first quarter. And then in Building and Construction where the Styrofoam brand installation is one of the big products, they saw a huge spike in styrene monomer, which hit them for polystyrene raw materials. They got prices moving through, but they didn't get enough through in the first quarter to cover all that. I think you'll see some of that improve as we go into the second quarter. I think that's the biggest issue there. The demand is strong. So I don't think there is any issue in terms of demand weakness.
Operator:
And, next, we'll move on to Robert Koort with Goldman Sachs.
Ryan Berney - Goldman Sachs & Co.:
Good morning. This is Ryan Berney on for Bob.
Andrew N. Liveris - The Dow Chemical Co.:
Morning.
Ryan Berney - Goldman Sachs & Co.:
I had a question for you on your slide 28. You have a chart at the bottom right showing PE inventories in the U.S., and it looks like you've shown enough years there to hopefully get a full cycle in there. And it looks like, right now, you're trending towards the bottom of that range. So my question for you is, given – in context, a lot of the consultant data seems to call for pretty big price reductions in the back half of this year, and yet we seem to be at the low end of this inventory range. How do you feel that those price discussions have historically played out when you are at the lower end of that range, and maybe what we should expect to see over the next couple of months?
Andrew N. Liveris - The Dow Chemical Co.:
Go ahead, Jim.
James R. Fitterling - The Dow Chemical Co.:
Yeah. So you're right. Chain margins are low. And in fact, if you went back to last year's charts on this, almost 75% of the data points on last year's charts were at the bottom end of that five-year range. So we continue in that space. There hasn't been much new polymer capacity added. There's been more new monomer capacity than polymer capacity. So these things get disconnected from time to time. Plus I think where you've got the new capacity coming on you're seeing some mix shift around the world. So you've got new capacity coming on in Northeast Asia and in Middle East. And you're bringing product back into the U.S. Gulf Coast. So you're seeing some movement in the regional prices. But we still see strong price momentum heading into Q2. We have North America looking like it's up $0.03, Latin America, similar, and Europe up about €30 a ton. So we're looking as we go into the quarter for continued price movement end of the quarter. Volumes are very strong.
Operator:
And next, we'll hear from Chris Parkinson with Credit Suisse.
Christopher S. Parkinson - Credit Suisse Securities (USA) LLC:
Perfect. Thank you. You hit on this a little, but just within Consumer Solutions, you saw pretty good growth across care, auto and silicones. But could you just comment across just the specific raw material headwinds you're seeing in that business, pricing pass through efforts, and just the rough cadence of how you see these themes evolving? Any color would be appreciated. Thanks.
James R. Fitterling - The Dow Chemical Co.:
Well, I would say in Consumer Solutions, probably, the biggest pass-through items are going to be when you get into areas where you have the propylene chain impacted. So you saw propylene prices, in some cases, spike pretty substantially in the quarter. And some of the pricing there is indexed to pricing, so it trails the increase in propylene prices. I think you've also got one bit of margin compression in there on a year-over-year basis. We had a unit in Europe called SAFECHEM that we had sold, so that comes out of Consumer Solutions. We also saw – in the silicones segment, we also saw strong volumes and good pricing movements in the quarter, so I think we're going to see that as we move into second quarter.
Operator:
And P.J. Juvekar with Citi will have our next question.
P.J. Juvekar - Citigroup Global Markets, Inc.:
Yes. Hi. Good morning. Just a couple of questions on ethylene, one short term and one long term. In the short term, can you compare the profitability in the first quarter of your U.S. versus European crackers, given that naphtha was advantaged for a while? And then on the long term, as new crackers start up on the Gulf Coast and Sadara, what is the future of MTO and CTO plants in China, obviously this is high-cost capacity, and do we need that during 2018 and 2019? Thank you.
Andrew N. Liveris - The Dow Chemical Co.:
Go ahead, Jim.
James R. Fitterling - The Dow Chemical Co.:
I'd say two things, P.J. On Europe, on the question specifically on Europe, I think the propane naphtha spreads have changed a lot through the quarter on Europe. And so at one point in the quarter in Europe, naphtha prices were fairly high. We crack a lot more LPGs over in Europe than we have historically. But as you know, we had Terneuzen down for turnaround. So it's a little bit hard to take all that back to the feedstock fundamentals. Once we get Europe – Terneuzen back up and running, I think, we'll see that. But on the issue of propane in the near term, I think that has pushed propane prices up. So relative to last year, the propane costs are a little bit higher even on that LPG spread. So I think you see a little bit of compression there on the ethylene side on Europe. And on the U.S, we had at different points in time naphtha, propane, butane and ethane. We've alternated between all four of them being the most favored crack in the U.S. Gulf Coast, which speaks to why we have feedstock flexibility, so we can move around with that. Right now, we're back to ethane being favored.
Andrew N. Liveris - The Dow Chemical Co.:
And on the China thing, just my direct exposure to the Chinese administration suggests their connectivity to emissions and emissions control is strong. So even though they have got the CTO/MTO capacity P.J., they're slowing it down quite a lot. And most of the stuff that's out up is really commodity low-value polyethylene. So it doesn't really impact much of the supply-demand balances. So I do believe that they're very serious about emissions. And that is part of the reason we're growing in China. We have a lot of good product to supply markets that control emissions like energy efficiency building materials. So all of that to tell you that we're not as concerned about the rate of that.
Operator:
And, next, we'll move on to Kevin McCarthy with Vertical Research Partners.
Kevin W. McCarthy - Veritical Research Partners:
Yes. Good morning. Your Performance Materials & Chemicals segment posted strong results relative to the street expectations and also year-over-year. So wondering if you could talk through your outlook for the polyurethanes business specifically. It seems to me you have a number of moving parts there in terms of industry outages in MDI. And I think you cited strength in systems, PDH uplift, etcetera. So how would you characterize the sustainability or durability that you saw in 1Q, as you look through the latter nine months of the year?
James R. Fitterling - The Dow Chemical Co.:
Yeah. Thanks, Kevin. The volume trends are very strong. If you look in polyurethanes, the systems volumes and the MDI volumes are both double-digit growth. And as you mentioned in North America we're going to be a little bit limited on MDI and PO, because we have a planned turnaround there. But the pricing momentum has been strong in those spots. And even when we come back, realize that we're not a merchant MDI seller. We're selling into the systems market and into formulated end product. So compared to some of our competitors who are big merchants, MDI sellers, we may look a little bit different there. The other thing I'd say, besides the volume and price moves, our equity earnings improved in this segment. And also, we're capturing some of the margins from on-purpose propylene. So at points in time in the first quarter, the spreads on propane propylene were as much as $0.30 a pound and we ran the unit at greater than 95% of capacity in the first quarter. So that helped too.
Operator:
And that will conclude the question-and-answer session. At this time, I would like to turn the call back over to Mr. Neal Sheorey for any additional or closing remarks.
Neal Sheorey - The Dow Chemical Co.:
Thanks very much, Rochelle. Andrew, before we close the call, would you like to make any final comments?
Andrew N. Liveris - The Dow Chemical Co.:
Yes. I do want to go back to the questions, I hit at it, but I just want to wrap it all together. Slide 22 does the best job of wrapping it all together. The way you should be thinking about our year going forward is the 18 quarters in a row, we've got merge co running in front of us, so delivering the cost synergies, point number four on that slide, is job 1, 2 and 3, I mentioned that. Also getting everything ready for spin, including a comprehensive portfolio review as soon as practical so that we can really look at what markets align to what parts of the portfolio. We haven't had good views to that because we haven't been able to get together. And so we're very committed to working on that together so we can get the right shareholder story for the right time to deliver the right results. And then going forward, through the merge into the spin, the question on what's in the out years here, when the out years is only 2 or 3 years away in terms of CapEx and OpEx and all the things that we want to keep investing in. Incrementalizing our big, big investments of these last many years, the point number one, we're going to be delivering very strong cash flows from these incredible investments that we've been putting in place these last 5 years. We've delivered earnings growth. We've delivered strong cash flow increases. We've delivered shareholder remuneration, and we have right in front of us, tailwinds from those investments. So we're going to bring CapEx down to depreciation. We're going to invest in our downstreams where it makes sense. We're going to do that incrementally, and we're going to deliver the shareholder returns that we've been promising and have delivered, in fact, in these last many years. So that slide says a lot, and I want you to focus in on the commitments we are making and the financial underpinning of what that implies.
Neal Sheorey - The Dow Chemical Co.:
Thank you, Andrew, and thank you, everyone, for your questions. As always, we appreciate your interest in The Dow Chemical Company. For your reference, a copy of our prepared remarks will be posted on Dow's website later today. This concludes our call for today. We look forward to speaking with you again soon. Thank you.
Operator:
And that will conclude today's conference call. We thank you for your participation.
Executives:
Neal Sheorey - The Dow Chemical Co. Andrew N. Liveris - The Dow Chemical Co. Howard I. Ungerleider - The Dow Chemical Co. James R. Fitterling - The Dow Chemical Co.
Analysts:
Frank J. Mitsch - Wells Fargo Securities LLC Hassan I. Ahmed - Alembic Global Advisors LLC P.J. Juvekar - Citigroup Global Markets, Inc. Steve Byrne - Bank of America Merrill Lynch Jeffrey J. Zekauskas - JPMorgan Securities LLC David I. Begleiter - Deutsche Bank Securities, Inc. Jonas Oxgaard - Sanford C. Bernstein & Co. LLC Christopher S. Parkinson - Credit Suisse Securities (USA) LLC John Roberts - UBS Securities LLC Vincent S. Andrews - Morgan Stanley & Co. LLC Don Carson - Susquehanna Financial Group LLLP Ryan Berney - Goldman Sachs & Co. Arun Viswanathan - RBC Capital Markets LLC Peter E. Butler - Glen Hill Investment Research Duffy Fischer - Barclays Capital, Inc. Aleksey Yefremov - Instinet LLC Kevin W. McCarthy - Vertical Research Partners, LLC.
Operator:
Good day and welcome to The Dow Chemical Company Fourth Quarter 2016 Earnings Call. I would now like to turn the call over to Mr. Neal Sheorey. Please go ahead, sir.
Neal Sheorey - The Dow Chemical Co.:
Good morning, and welcome to The Dow Chemical Company's fourth quarter and full year earnings conference call. I'm Neal Sheorey, Vice President of Investor Relations. As usual, we are making this call available to investors and the media via webcast. This call is the property of The Dow Chemical Company. Any redistribution, re-transmission or rebroadcast of this call in any form without Dow's express written consent is strictly prohibited. On the call with me today are Andrew Liveris, Dow's Chairman and Chief Executive Officer; Howard Ungerleider, Vice Chairman and Chief Financial Officer; and Jim Fitterling, President and Chief Operating Officer. We have prepared slides to supplement our comments in this conference call. These slides are posted on our Investor Relations' Financial Reporting page. You can also access the slides through the link to our webcast. I would like to direct your attention to the forward-looking statements disclaimer contained in both the press release and in the slides. In summary, it says that statements in the press release, the presentation and on this conference call that state the company's or management's expectations or predictions of the future are forward-looking statements intended to be covered by the Safe Harbor provisions under federal securities laws. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled, Risk Factors, in our most current Annual Report on Form 10-K and quarterly report on Form 10-Q. In addition, some of our comments reference non-GAAP financial measures. A reconciliation to the most directly comparable GAAP financial measure and other associated disclosures are contained in our earnings release and on our website. Unless otherwise specified, all comparisons presented today will be on a year-over-year basis. Sales comparisons exclude divestitures and acquisitions. EBITDA, EBITDA margins, return on capital and earnings comparisons exclude certain items. I will now turn the call over to Andrew.
Andrew N. Liveris - The Dow Chemical Co.:
Thank you, Neal. If you turn to slide three, good morning, everyone. The fourth quarter of 2016 capped another strong year of performance for Dow in which the full power of our business model was once again on display. We reached 17 consecutive quarters of EPS growth, 13 consecutive quarters of volume growth, another year of record EBITDA, and shareholder returns that have outpaced the industry and the market. As you can see, the Dow team delivered exactly as we said we would in 2016. We have delivered this performance day in and day out against one of the most unpredictable and volatile macroeconomic environments in our history, mitigating risk and driving both top line and bottom line growth. In a world of constant uncertainty, our focus on targeted markets, productivity and investing in strategic growth drivers has resulted in consistent performance, no matter the headwinds, and we have done this while rewarding our shareholders with substantial share repurchases and consistent increases in our dividend, now at a record level. We are exiting 2016 with strong momentum and this bodes well for 2017. Our strategic agenda, our strength in portfolio and our determination to deliver served us well throughout 2016, as it has over the past four-plus years, and as it will continue to do so into 2017 and beyond. Turning to slide four, this brings me to our results for the full year. Here are the headlines. Financially, we grew full year EPS for the fourth consecutive year. We achieved record full year EBITDA. We converted all of our Series A preferred shares into common stock. And we returned $3 billion to shareholders, resulting in a TSR that outperformed the market. Operationally, we exceeded our productivity target. In fact, since 2012, we have removed $2.7 billion of total costs out of our system. We continued our streak of volume growth, which is now more than three full years running. We capitalized on our higher quality portfolio, illustrated through our operating EBITDA margin, which is north of 20%. And we drove operational excellence to ensure we had the pounds to meet growing consumer demand for Dow products. And strategically, we made significant progress on all of our investments for growth, positioning each to deliver in the year ahead. We closed Dow Corning, which was immediately accretive to earnings and far surpassed every value and synergy capture target we set. We achieved multiple milestones to advance the proposed merger with DuPont, including finalizing our plans to ensure we deliver the $1.5 billion of cost synergies for Material Co. Sadara completed its construction phase and is turning its attention to startup activity. And we completed two expansions as part of our U.S. Gulf Coast investment and our new cracker and derivatives remain on target for startup later this year. In sum, 2016 proved to be yet another successful and strategically important year for Dow. We achieved new milestones and drove our focused agenda with clear priorities. I'll have more to say later in the call regarding our track record of success, our outlook, and our priorities. First though, I will turn the call over to Howard to discuss our quarterly performance and our Ag results, and then Jim will then cover the remaining businesses. Howard?
Howard I. Ungerleider - The Dow Chemical Co.:
Thanks, Andrew, and good morning, everyone. Turning to slide six, we closed the year with another strong quarterly financial performance. Dow's reported sales in the quarter were $13 billion. Excluding acquisitions, sales grew in nearly all segments, as volume rose 3% and pricing was flat. We reported operating earnings per share of $0.99. Notably, our fourth quarter performance was the highest EPS result of 2016 and in fact our highest fourth quarter in a decade. You will see that our GAAP EPS was primarily impacted by a charge for asbestos-related matters, which was largely due to a voluntary accounting change to accrue for defense costs that were previously expensed as incurred. This change reflects our adoption of common practice as well as our confidence in the improved processes and systems we put in place two years ago to better predict these costs. It also accrues for pending and potential future claims through the terminal date, which drives less volatility in the accrual level. Equally important, these moves provide an increased level of financial transparency through better visibility into our underlying performance. Our record EBITDA of $2.6 billion in the quarter was driven by strong performance in our downstream segment. Consumer Solutions set an all-time quarterly EBITDA record and Infrastructure Solutions and Agricultural Sciences both set fourth quarter EBITDA records. We also continued our focus on productivity and cost out, delivering $60 million in the quarter. And we delivered $1.9 billion of cash flow from operations. Finally, we continued to see the powerful contribution from Dow Corning in the quarter in both our Consumer Solutions and Infrastructure Solutions segments. I'm very pleased with the rapid progress we've made in just seven short months since closing this transaction. Our teams continue to surpass every target set for this integration. On the cost side, we exited the quarter with a cost synergy run rate of more than $360 million. This is more than three times our year-end target and puts us well ahead of schedule to achieve our two-year run rate target of $400 million. It also speaks to the focused and rapid implementation mindset that our teams have taken since day one. On the growth side, we continue to see early cross-selling wins and customer excitement continues to increase as they see the value of our integrated portfolio with silicones, which allows us to go deeper in our key end markets of infrastructure, consumer care, and transportation. Turning to slide eight and our business results, Ag Sciences reported record fourth quarter and full year EBITDA, driven by sales gains from price and volume growth, as well as sales of new Crop Protection technologies, currency improvements, and self-help actions. We've said for years that innovation has always been the centerpiece of our Dow AgroSciences business, and even in this down ag market, we continue to advance our novel technologies. For example, we recently received notification from the EPA that it has federally registered Enlist Duo herbicide for use on Enlist cotton. Additionally, the EPA has now extended the geography for the product from 15 to now 34 states, which covers the vast majority of cotton, corn, and soybean acres in the United States. This marks the full system approval of the Enlist cotton trait, which will now be available this spring. And in 2017, we will launch and ramp several more Crop Protection technologies. Isoclast insecticide will ramp in the U.S., Japan, Korea, and Latin America. We will launch Arylex herbicide in Europe, Canada, and Australia. And we will pursue line extensions such as Resicore herbicide in the U.S. and Strongarm herbicide in Latin America. You can expect innovation to remain front and center in Dow AgroSciences. Now, let me turn it over to Jim to cover the rest of our segments.
James R. Fitterling - The Dow Chemical Co.:
Thank you, Howard. Moving to Consumer Solutions on slide nine, the segment reported record quarterly and full year EBITDA, boosted by the integration of Dow Corning, as well as new commercial wins and market share gain. This marks the fifth consecutive year of EBITDA growth for this segment. Dow Automotive reported its eighth consecutive quarter of EBITDA growth. The business had record fourth quarter and full year EBITDA, driven by double-digit volume gains in Greater China and Brazil. Dow Auto also continues to grow well in excess of industry growth rates fueled by its innovation strength. As an example, our structural adhesives platform grew nearly four times the market year-over-year. Consumer Care achieved double-digit volume growth in the Americas on market share gains of new product introductions tied to trends in gluten-free food and single dose detergent applications. Dow Electronic Materials achieved record fourth quarter and full year EBITDA results on continued above market volume growth. The business has now grown EBITDA for the sixth consecutive quarter. And the silicones business in this segment saw continued strong demand and volume gains in Asia Pacific, particularly in the automotive and electronics end markets. Moving to Infrastructure Solutions on slide 10, the segment reported record fourth quarter EBITDA, driven by the integration of Dow Corning. Dow Building & Construction delivered volume growth on double-digit gains for cellulosics-based construction chemicals, which is now in a sold-out position. Business also delivered its second consecutive year of record EBITDA. The silicones business in this segment reported volume growth in Asia Pacific and EMEAI on robust demands in pressure-sensitive adhesives and release liners. In Energy & Water Solutions, water volume declined year-over-year due to soft demand for reverse osmosis membranes used in industrial applications. However, RO membrane sales grew double digits sequentially driven by increased demand in emerging geographies. Energy saw lower volume on reduced demand from refining and processing end markets, however, we did see early signs of a rebound in U.S. shale, which led to business reporting double-digit growth sequentially in this end market. Dow Coating Materials reported volume gains in all market sectors. And in Performance Monomers, we progressed well through a large planned turnaround at our Texas site. On slide 11, Performance Materials & Chemicals reported volume growth with gains in most geographic areas, led by double-digit volume growth in Greater China. Polyurethanes reported volume growth for the 15th consecutive quarter. This business saw a double-digit increase in demand for a higher-margin systems application. Industrial Solutions reported record sales volume in Greater China and higher equity earnings, driven by improved MEG pricing. Moving to slide 12, Performance Plastics reported record sales volume in most businesses. Dow Packaging and Specialty Plastics delivered record quarterly and full year sales volume on ramping Sadara production, which led to double-digit growth in Greater China and strong demand in North America and EMEAI. Dow Elastomers also reported a record quarterly and full year sales volume, driven by continued strength in the automotive end market, as well as steady growth in hot melt adhesives and share gains in athletic footwear. We delivered these results despite a nearly $125 million impact from planned maintenance and expansion activities in the quarter, plus an additional $100 million increase in feedstocks and energy costs. We also achieved two important capacity expansions in the quarter. In Seadrift, Texas, we completed the expansion of a polyethylene facility in December and in Plaquemine, Louisiana, during our planned turnaround at the LA-3 cracker, we expanded that plant's ethylene capacity by up to 250,000 tons by increasing the ability to crack ethane, while maintaining the flexibility to crack propane, butane and naphtha. Since startup, we've been conducting test runs of the cracker's new capabilities and we've ramped the ethane cracking capabilities while also proving the operational reliability of the plant. Today, I can report that we've exceeded the original design case by approving the plant's ability to crack more than 80% ethane and we've maintained the flexibility to switch between ethane and propane. This agility further maximizes our cash generation to deliver competitive advantage for our downstream businesses. As we've said before, the long-term winners are the players that own the entire chain integration and can manage the swings through feedstock flexibility, geographic diversification, innovation and differentiation. Dow's best-in-class feedstock flexibility in the U.S. and Europe remain a key differentiator to our competitive advantage. No one rivals Dow on this front and our results have shown this time and time again. Now, let me turn the call back over to Andrew.
Andrew N. Liveris - The Dow Chemical Co.:
Thank you, Jim, and if everyone can turn to slide 14 and turning to our outlook, where we are seeing early signs of positive momentum with the U.S. in expansionary mode, driven by ongoing strength of the consumer and the tailwind of the new incoming Trump administration, which really has articulated a focus on structural reforms in several areas, including competitive taxes, smart regulation and fair trade rules. As you know, I met with the President and his team earlier this week and I'm honored to be serving a leadership role in working closely with the administration to create a vibrant U.S. manufacturing sector through a robust action agenda with focus on near-term actionable plans. Europe continues its gradual recovery despite increasing political uncertainty. Sustained growth of Asia's middle class continues to drive demand through that region and we see improvement in Latin America from its low base. We expect demand for Dow's portfolio will continue to be strong in 2017, particularly in our downstream market-facing businesses. With our broad geographic reach, our unique innovations, and integration strength, we will see stronger growth in a world that has begun to exhibit stronger growth in the last few years. And finally, with consumers increasingly demanding Dow's products, our strategic investments are well timed to deliver the next layers of earnings and cash flow generation. Sadara will continue ramping through 2017 to meet growth in Asia, Africa, the Middle East, India and Eastern Europe. Dow Corning adds new market channels and a technology tool kit that enhances our core Materials Sciences businesses. And the U.S. Gulf projects bolster our Performance Plastics franchise in the Americas with the industry's broadest and most differentiated derivative slate. Turning to slide 15, taking a high view and elevating from the near-term outlook, what you have seen from Dow is that it is the consistency and agility of our business model that has proven time and again to be the key driver of our consistent outperformance versus our peers in the market, no matter what the macros throw at us. This business model was reviewed and reaffirmed by our board and executive management team in 2013 and we've been executing against it with a relentless focus on specific goals. Grow earnings, significantly tilt our portfolio toward attractive, consumer-driven end markets, upgrade the quality of our business by divesting low ROC non-strategic assets, drive a culture of continuous productivity, enhance our portfolio with high-quality complementary market-focused businesses, such as Dow Corning silicones franchise, and execute integration and innovation investments to capture growth for the future. When we set out on this path, we knew that our success would ultimately be reflected in the value we unlocked for our shareholders and our success is evident, not just this quarter, not just this year, but for these last four years. The results of our actions are clear and they're powerful. Speaking in specifics, our portfolio is now 60% driven by consumer-led markets. We've delivered a 7% EBITDA CAGR since 2012 and have seen our average margin improve 700 basis points over that timeframe. We've grown EPS at an 18% CAGR, nearly double our 10% target. We've returned more than $16 billion of cash to our owners and our TSR has outperformed the S&P 500 and the S&P Chemicals Index on a one-year, three-year and five-year basis. And as we close the fourth year of executing this growth roadmap, we have positioned the portfolio with our mantra being to deliver stable EPS and EBITDA growth across all market conditions. Looking forward, the Dow team remains focused on continuing this path of execution, growth and shareholder returns. Turning to slide 16, this brings me to our 2017 priorities, which are clear and well defined. One, deliver on our operating and financial plan. Two, close the DowDuPont merger, which we expect will occur in the first half of 2017 and quickly drive toward the intended spins. And three, capitalize on our growth investments; U.S. Gulf Coast, Sadara, Dow Corning and our innovation pipeline. Dow has never been better positioned to win for our shareholders, our customers and our employees. The task is clear, and we have the right strategy, the right portfolio and the right team. We will deliver. With that, Neal, let's turn to Q&A.
Neal Sheorey - The Dow Chemical Co.:
Thank you, Andrew. Now, we will move on to your questions. I ask that you please keep to one question so that we can allow as many people as possible the opportunity to ask a question. First, however, I would like to remind you that my comments regarding forward-looking statements and non-GAAP financial measures apply to both our prepared remarks and the following Q&A. Rochelle, would you please explain the Q&A procedure?
Operator:
Thank you. And our first question, we'll hear from Frank Mitsch with Wells Fargo Securities.
Frank J. Mitsch - Wells Fargo Securities LLC:
Good morning, gentlemen, an impressive end to the year.
Andrew N. Liveris - The Dow Chemical Co.:
Thanks.
Frank J. Mitsch - Wells Fargo Securities LLC:
Hey, we're seeing a lot of publicity regarding the European Union's view on the transaction, and the deadline is now March 14. We're not hearing that much regarding the U.S. and China. I'd appreciate, I guess, your characterization of how your discussions are with the various significant regulatory agencies out there, and the confidence level you have in being able to complete the transaction with DuPont in the first part of this year.
Andrew N. Liveris - The Dow Chemical Co.:
Yes, thank you, Frank. Look, the long pole in the tent has always been the EC clearance, EU clearance. And they are obviously very public as they go through their various milestones. That's very different to other agencies around the world. And we've got clearance in significant number, double-digit number of agencies around the world. But the DOJ or the U.S. and the Chinese MOFCOM are being paralleled with the EC. So we have teams working on that. They don't have the publicity. I was in China just last week, and we are confident that as we saw the EC regulatory issues, and as Ed said on his call, we're confident we can solve them. We're confident that we can get to the right answer that satisfies their innovation remedy request, which, as he said, was speaking to R&D capability of whatever we end up divesting. We believe we can find that sweet spot. And once we've done that, the others will fall in. But we certainly do believe, as he said, and we reaffirm, and there's no dialog between the two companies. We're working hand in glove on this. We clearly can see that this could be a Q2 close, and we understand that.
Operator:
And next, we'll move to Hassan Ahmed with Alembic Global.
Hassan I. Ahmed - Alembic Global Advisors LLC:
Morning, Andrew. Just wanted to follow up on the pending merger. Look, I mean, since, call it December 2015, when the merger was announced, clearly the world has changed a lot. Be it the EU side of things, be it higher oil prices, new regime in the U.S., Brexit, et cetera, et cetera. So all of this said, how are you thinking about the synergy calculus? Be it the cost synergies, the growth synergies. Have those numbers changed a bit? Are they higher in your mind? Are they lower? Can you comment about that?
Andrew N. Liveris - The Dow Chemical Co.:
Well, I'm going to pass on to Jim, who's running that entire program, but just to preface his comments with one that may be obvious to all of you, but maybe not. Because we've had this extended time, both companies decided to get into it ahead of the close. So, Ed and his team are taking out costs, we're taking out costs, and we're making sure we're counting those against the $3 billion we've all committed. We're not waiting for the approval. Now, you might argue that some of those can't be optimized, because we can't talk to each other on certain things for obvious reasons. So there is a need to make sure that we ground the $3 billion as a rolling number, counting the stuff we've done ahead, but I'll let Jim comment on the confidence level of that number as we sit here today. Jim?
James R. Fitterling - The Dow Chemical Co.:
Yes, I would say the confidence number is very high. The team, through the end of third quarter, had documented more than 380 integration synergy projects, so we have a good view to what we need to do once we get to close. Obviously, many of those can't be implemented until we get to close, but as Andrew said, whatever we can accelerate in the near-term, we're trying to accelerate independently. A good example of that would be as the DowDuPont approval is extended, we really shifted some resources internally to go heavy on what we could do with Dow Corning to accelerate that integration, and you see that in this quarter's results. And that has allowed us to get some things done earlier than we expected on Dow Corning, and those resources will now be available once we close the DowDuPont deal to move forward.
Operator:
And next, we'll move to P.J. Juvekar with Citigroup.
P.J. Juvekar - Citigroup Global Markets, Inc.:
Yes, good morning.
Andrew N. Liveris - The Dow Chemical Co.:
Morning, P.J.
P.J. Juvekar - Citigroup Global Markets, Inc.:
Is your Texas-9 cracker on time for mid-2017 startup, and when do you begin to see the full benefit of PDH, as well as Sadara and what's your latest estimate on EBITDA contribution there? Thank you.
Andrew N. Liveris - The Dow Chemical Co.:
Go ahead, Jim.
James R. Fitterling - The Dow Chemical Co.:
Texas-9 is on track. I was down there two weeks ago. We've crossed 95% mechanical completion, and greater than 50% of the unit operations inside that plant are already into commissioning and startup, and we're turning over units every week. It's really, really coming together strong. PDH, after our early part of the year incidents as PDH, it ran very strong. It ran at nameplate for most of the rest of the year, and so it continues to be able to deliver the capabilities that we said. And obviously, the limit of that is the propane, propylene instantaneous market spreads, which right now continue to be pretty good. So we're in good shape on both of those.
Operator:
And next, we'll move on to Steve Byrne with Bank of America.
Steve Byrne - Bank of America Merrill Lynch:
Yes, thank you. With respect to the European Commission concerns, how would you rank their concerns from your view? Overlap between pipeline and patents between the companies, conversely the potential rationalization of pipeline products versus maybe a third bucket being the number of companies out there that are discovering new molecules in crop protection. Those three buckets, if you would, please.
Andrew N. Liveris - The Dow Chemical Co.:
Yes, Steve, see, that's way too much detail than I'm going to offer you in terms of an answer, but I can give you a high level view that, as Ed said, this is focused in on crop protection, and it's really focused in on discovery. So, when we sit in front of them and talk through what the two companies bring to the table on discovery and product development, the innovation thesis gets tackled pretty fast, because we're both innovators and we'll become even better innovators when we're together. And so what they really are asking about is towards the third point you made, which is they want to make sure that whatever comes out of this, that we don't have less innovation. That's their innovation thesis. There are points of agreement and points of disagreement, but we're converging. We're converging on points of agreement and disagreement, and I'm very confident with this 10-day extension, we're going to get to an outcome that satisfies all shareholders and of course the regulatory authorities.
Operator:
And next, we'll move on to Jeff Zekauskas with JPMorgan.
Jeffrey J. Zekauskas - JPMorgan Securities LLC:
Hi, good morning. I see sequentially your pension liability went up by $1.6 billion. I would think that pension expense, pension liability might have moderated because of the interest rate environment. So why is that? And then secondly, if your Texas-9 cracker is effectively almost mechanically complete, your CapEx should probably come down quite a lot next year. So what do you spend on CapEx this year, and what do you plan to spend on CapEx next year for 2017?
Andrew N. Liveris - The Dow Chemical Co.:
Howard?
Howard I. Ungerleider - The Dow Chemical Co.:
Yes, good morning, Jeff. Look, I mean on pension, what you're seeing there on the balance sheet is really just a year-end mark-to-market true-up for the full year. When you think about it on a go-forward basis, our pension would get to be fully funded with less than a 200 basis point increase in rates, which you could expect in the next several years. I'm not going to call exactly when. On a pension expense standpoint for 2017, you should expect about a $450 million expense for the full year, and then actually, our cash contributions for pension in 2017 should be about $150 million lower 2017 versus 2016, so that will be a cash flow tailwind going into 2017 sequentially. In terms of CapEx, we had a target in 2016 of $3.9 billion. We actually did $100 million better than that. We spent $3.8 billion. About 2/3 of that was on growth. And you're exactly right. As those CapEx projects start to roll off into operations, our CapEx for 2017 will be down. For modeling purposes, I would use a $3.4 billion number, so about a $400 million decrease from 2016.
Andrew N. Liveris - The Dow Chemical Co.:
And, Jim, just add some color on that last point.
James R. Fitterling - The Dow Chemical Co.:
Yes, I'd say, Jeff, don't forget that we still have four world scale plastics plants that are being finished and that will come on sequentially with the cracker – a couple of them with the cracker and then a couple more as the year progresses. So we've got to finish that CapEx spend too.
Operator:
And David Begleiter with Deutsche Bank will have our next question.
David I. Begleiter - Deutsche Bank Securities, Inc.:
Thank you. Andrew and Jim, on that same topic, a lot of moving parts in ethylene, polyethylene in the first half of the year. What's your view on the ethylene chain in the U.S. in the first half of the year in terms of potential margin erosion or margin stabilization, given new capacity coming on stream on the polyethylene side? Thank you.
Andrew N. Liveris - The Dow Chemical Co.:
Go ahead, Jim.
James R. Fitterling - The Dow Chemical Co.:
David, if anything, the ethylene chain looks like it's staying where it is in terms of operating rate, if not tightening up as we move into the year. We've already seen geographically we've seen some tightening in Asia Pacific and we know that things are going to balance a little bit in North America as we move through the year. There are a couple of plastics plants that will get completed this year. There's been really some length in ethylene in North America as the incremental debottlenecks on the ethylene side and people back integrating themselves have freed up some merchant ethylene. I think through the year, most of that's going to dry up and you're going to start to see ethylene strengthen in North America. And Europe has been balanced and is staying steady and I'd say the growth outlooks for Europe are nice steady increases and it's going to be constructive as we believe oil will be constructive through the year.
Andrew N. Liveris - The Dow Chemical Co.:
Yes, and don't forget, we've been bringing up Sadara polyethylene all through the year and that's been well placed and prices have filled out very nicely, thank you very much. So, the big new capacity coming on includes us and we're not seeing any weakness in the chain. I think we've always said, the ethylene, shape of the ethylene curve this time around is more a plateau than peak and valley. And so, we're seeing it mostly because of these delays that Jim referenced.
Operator:
And we'll move on to Jonas Oxgaard with Bernstein.
Jonas Oxgaard - Sanford C. Bernstein & Co. LLC:
Morning.
Andrew N. Liveris - The Dow Chemical Co.:
Morning.
Jonas Oxgaard - Sanford C. Bernstein & Co. LLC:
Your equity earnings were really quite impressive, particularly Hemlock. And we were wondering, well, what drove that, and on the Hemlock particularly, is any of that some of the contracts enforced by courts or is it true recurring earnings?
Andrew N. Liveris - The Dow Chemical Co.:
Go ahead, Howard.
Howard I. Ungerleider - The Dow Chemical Co.:
Yes, so look, equity earnings were up over $100 million versus the same quarter last year. And really, a few key drivers are our Kuwait JVs did very well. Our Thai JVs did very well. Sadara was actually in line with our modeling guidance, but it was a headwind year-on-year. And you're right, Jonas, Hemlock had a seasonally strong fourth quarter. It was a combination of just continued improvement in polycrystalline prices, good demand, but then there was a little bit of lumpy revenue in there for some of the deferred contracts. So, all of that is not recurring.
Operator:
And we'll move on to Christopher Parkinson with Credit Suisse.
Christopher S. Parkinson - Credit Suisse Securities (USA) LLC:
Thank you. You've clearly executed well on Automotive Systems, but can you just offer a little more insights on the cadence of the annualized build rates on a regional basis or your exhortations there; general trends on your content per vehicle, as well as any preliminary exhortations on the compatibility and synergies with DuPont? Thank you.
Andrew N. Liveris - The Dow Chemical Co.:
Go ahead, Jim.
James R. Fitterling - The Dow Chemical Co.:
Yes, thank you, Christopher, for the question. It was a very strong year in the United States in auto builds, and SUVs, and light truck builders. It was in Europe and we saw growth coming back at the end of the year in China. China was relatively strong. Some question as you go forward in terms of what the tax credit reduction will do in China. Our expectation is flat with 2016 in China. Europe and U.S. probably up slightly 1%. At the end of the year, we watched very closely on auto builds for inventories with sedans, primarily, and what happened there. But actually, the sedans moved out relatively well with some increased rebates, and so the businesses plateaued to slower growth but at a very, very high level. And surprisingly to the positive, we saw an uptick in Brazil in the fourth quarter and that's the first uptick we've seen there and I'm going to guess three years. So, I think, all in all, a very strong market. Our content, I mentioned on the call we're growing at about four times the rate of the industry average. That's really driven by the amount of use for crash-durable adhesives as it goes into higher performing vehicles, SUVs, crossovers, the light duty vehicles, trucks and that really feeds to our sweet spot. So we're continuing to innovate to grow that content per vehicle.
Operator:
And John Roberts with UBS will have our next question.
John Roberts - UBS Securities LLC:
Thank you. On the $3 billion merger cost savings, you've never given a regional breakdown, but can you tell us if it's consistent with the new priority on maintaining U.S. jobs or do you have to shuffle things a little there? And could we get some new Dow U.S. project announcements, given the priority on U.S. investment?
Andrew N. Liveris - The Dow Chemical Co.:
I'll take the back – good morning, John. I'm going to take the back end of your question and then flip to Jim. So, look, we haven't changed anything in our geographic mix based on potential new policies, as I think some of you may have caught my Cramer clip today, that question came up. I said, look, at the end of the day, we're going to achieve cost synergies, which actually does mean head count reduction. So, we don't fit the Presidential agenda right away, but we're creating growth companies that will create growth opportunities. And a good example of that is what we've already announced on Dow Corning with a new R&D center here in Michigan to build on the synergies of Dow Corning and being part of the materials company. So, that's a good example of innovation going ahead of, if you like, the growth curve there. What we've got to do here is get these companies formed, we've got to make them competitive, and then they can grow, and they'll grow along the paradigm of hopefully friendlier policies here in the United States. And I can already see that this administration is going to move fast on taking out regulatory costs and giving us better tax regiments. That's all tailwind to these new companies as we set them up that will lift our growth synergies with time. Jim?
James R. Fitterling - The Dow Chemical Co.:
And, John, I would say we haven't released regional targets for the synergies. We do have regional targets and we do have regional teams that will implement those. I don't see anything so far that would change what we're looking to do from a regional basis. A lot of the integration is not driven around our capacity as a growth model. So it's meant for growth. More of it was driven towards back office efficiencies and productivity, but we'll keep an eye to that as that landscape changes.
Operator:
And next, we'll move on to Vincent Andrews with Morgan Stanley.
Vincent S. Andrews - Morgan Stanley & Co. LLC:
Thanks. Good morning. Hopefully, you can give us an update on feedstock outlook for ethane and propane, both sort of the shorter-term issues we've seen this year with ethane falling off a fair amount and propane I think running up more than expected? And then, how you're thinking about it exiting 2017 into 2018 as the new capacity comes online, anything changed about your view versus prior calls?
Andrew N. Liveris - The Dow Chemical Co.:
Go ahead, Jim.
James R. Fitterling - The Dow Chemical Co.:
Thanks, Vincent. Our view is still the same in the long-term for 2017, that there's plenty of ethane to run the crackers to the forecast period even with the exports and the new crackers that are coming on. And if anything, U.S. propane is going to be continuing to lengthen. It's going to take an awful lot of propane export to balance this market, we think. We think the length in propane is going to continue as we projected. As we sit here right now, in the short-term, there's been some move of ethane back into rejection, which I would say I believe is a Q1 phenomenon and I think it's going to sort itself out over the next few weeks. I think it's really related to Mont Belvieu storage and a little bit of logistical capabilities. Once that sorts itself out, we think it will move back to normal. Crack spreads for ethane, we're moving up towards $0.70 a million Btu. They've now gone back toward rejection. Our long-term look was they were going to be $0.70 a million Btu to $1 a million Btu in this year.
Andrew N. Liveris - The Dow Chemical Co.:
Jim, you may want to mention our flex project.
James R. Fitterling - The Dow Chemical Co.:
Yes, and on LA-3, obviously we've increased the capability to crack ethane in LA-3, which gives us 250,000 tons more ethylene out of that unit. It raises that unit's ethane cracking capability above 80%. That unit also has a really strong propane cracking flexibility as well as naphtha. It's the most flexible unit in our fleet now and that's going to provide big advantages in Louisiana, which if anything, from time to time gets tight in that pocket.
Operator:
And next, we'll move on to Don Carson with Susquehanna Financial.
Don Carson - Susquehanna Financial Group LLLP:
Yes, thank you.
Andrew N. Liveris - The Dow Chemical Co.:
Good morning.
Don Carson - Susquehanna Financial Group LLLP:
Andrew, wanted to go back to your view of the polyethylene and ethylene cycles. I look at the charts you have on slide 21. You seem very different than the industry, both in terms of when you see the downturn and how far rates go down. Specifically, you've got 2017 really as the trough in operating rates globally for both ethylene and polyethylene. Most consultants are looking at 2018/2019 as kind of the trough. So what gives you a different view on the cycle? Do you think that the industry forecasts are overstating the capacity visions or are you more optimistic on demand growth?
Andrew N. Liveris - The Dow Chemical Co.:
Yes, so we'll take two slices of that question because it's a hugely important one. Thank you, Don, and I'll give you the slice that all of us here at Dow have been working on for a long time, and Jim and his team spend every day on this. So, what our granularity – and by the way, to your point, we've been different to notable industry consultants for a long time. And I want to point out to you that we've been right and they haven't. And so, we have a granular view on the ground around the world, in particular, of course, where all the new builds are occurring. And of course we're participating in some of those new builds in a big way. But we understand what's going on in terms of steel on the ground, and we understand in terms of what it will take to RTO. And we also understand where people are in that process, and we have the granularity, which is our proprietary data, and we're keeping it to ourselves, but that comes out in this chart that you're referring to. And when you look at the big new builds that were announced a few years back and where they all are, and they're adds on the supply side, that speaks to some of the shape of that curve that you referenced on slide 21. So, it doesn't have an aggressive demand side assumption, and if the aggressive demand side assumption on GDP started lifting, and by the way, we think that's actually getting quite likely, as we reported in our numbers, we're seeing momentum into 2017 in the global economy, and we're seeing momentum here in the United States. And the U.S. GDP assumption we have embedded in some of these numbers is quite low. And so what we see on the supply side in terms of delays, we see delays with MTO and what's going on in China because of emissions and their commitment to Paris. We see Iranian operating challenges, and they have – I was just in Saudi Arabia yesterday. Was that yesterday? Yes, yesterday, and I had a report out from the Minister of Energy there on their view of oil and gas, and specifically to the Iranian production. And I would tell you, our partner there of course is pretty much in the market and knows it a lot. So, their view, our view on oil price, on gas price, on regional prices, on supply side, on Iran, on what's going on in the Middle East in general, is right connected with them. So we believe that the shape of this curve, as I said earlier, is a plateau through a combination of supply side delays and then of course a fairly conservative assumption on demand side, that if it starts correcting itself, we'll actually see the capacity that we're bringing on be well consumed, as already they are out of Sadara. Jim, did you want to add some granularity?
James R. Fitterling - The Dow Chemical Co.:
I would only add that polyethylene capacity has not come on in any meaningful way, so it's really constricted a little bit, the ethylene capacity. The ethylene operating rates have been high and steady at 87%, 88%, 89% for the industry, and some of us have been running stronger than that, where we've had the ability to convert the material. As you have more polyethylene capacity come on, that ethylene is going to tighten up. So I don't see this as a trough. I see it more of an adjustment to all of these increments and all of these capacity adds that are coming on over the next three years.
Andrew N. Liveris - The Dow Chemical Co.:
Thanks, Jim.
Operator:
And next, we'll move on to Robert Koort with Goldman Sachs.
Ryan Berney - Goldman Sachs & Co.:
Good morning. This is Ryan Berney on for Bob.
Andrew N. Liveris - The Dow Chemical Co.:
Morning.
Ryan Berney - Goldman Sachs & Co.:
I was hoping you could provide a little bit of an update on your outlook for pricing in your Ag segment for 2017, particularly on the Crop Protection side, where it sounds like maybe there was a little bit of pricing pressure this quarter.
Andrew N. Liveris - The Dow Chemical Co.:
Yes, Howard.
Howard I. Ungerleider - The Dow Chemical Co.:
Yes, look. Thanks a lot for the question. When I look at the fourth quarter from an ag perspective, the Dow AgroSciences team did an exceptional job of delivering year-on-year earnings growth in a tough market. When I look out to the first quarter, look, the highly competitive pricing environment is going to continue. Crop commodity prices remain below historical averages, as you know, and farmer profitability remains under pressure. What I would say is you should expect to see the same thing in 2017 that you saw from the Dow AgroSciences team in the fourth quarter and for the full year. Record fourth quarter EBITDA, record full year EBITDA. It's about innovation and bringing new molecules, specifically Isoclast and Arylex to market with the full Enlist cotton launch. That's going to be additive. We've got product line extensions in our herbicides and insecticides, and then continued self help. So we feel really good about Dow AgroSciences' ability to outperform in what is likely to be another tough year for the Ag sector.
Operator:
And next, we'll move on to Arun Viswanathan with RBC Capital Markets.
Arun Viswanathan - RBC Capital Markets LLC:
Great, thanks, good morning. I just had a question. Andrew, you said last year that you were planning on stepping down at the end of the second quarter. Maybe you can just give us an update on your plans. You did say that you've made some changes in the senior leadership team for proposed DowDuPont. Anything else you can share with the management on the new entity as well, that'd be helpful. Thank you.
Andrew N. Liveris - The Dow Chemical Co.:
I think the board of our company, as well as, of course, the board of DuPont, which I can't speak for, but certainly, the two companies actually have had at least two sessions together, are being very, very, very mindful of regulatory approval as being the sine qua non gate for all the questions you just asked. So we are very ready, both in terms of board deployment and executive management deployment, and right now we have nothing new to announce in terms of changes to timing other than the focus I just mentioned. We'll close, and then we'll be out of the gate, actually, running start already on synergies, deliver the synergies and get the 18-month timeline on spin. And actually, we are very driven, Ed and I and our teams, to actually once we stage-gate regulatory, to spend meaningful time on even that 18 month to spin. We know that the market is expecting these three companies, and to be formed in the most competitive way possible, which means front-loading the synergies. We have delivered a synergy plan to our boards that front-loads the synergies so that we can get the extraction of value by being together, while at the same time prepping everyone, boards, executive management, to be ready to run the new enterprises. I'm very committed to delivering all of that for our board, and at the right moment, we'll have the appropriate announcements on anything else.
Operator:
And next, we'll move on to Peter Butler with Glen Hill Investment.
Peter E. Butler - Glen Hill Investment Research:
Andrew, is management execution in the post-merger company a concern to you, or do you see good execution producing financial results, including cost savings, that come in a lot better than what Wall Street has been discounting?
Andrew N. Liveris - The Dow Chemical Co.:
All right, Peter, thank you. Good morning. Look, one of the benefits of taking a little longer to get this closed is the two teams have been working together now for a fairly long time, since December of 2015. And as the year progressed last year, we had what, Jim, over 800 people deployed from the two companies working together on granular detail. And our confidence in each other has been increasing and increasing and increasing, from Ed and I, all the way through our teams, Jim and his counterpart, Howard and his counterpart. And the executive managements, of course, we're obviously the drivers of getting all of this done, but I'm very impressed with the quality of the people that we are working together with. We've had mutual town halls. Ed's been to some of our soon-to-be SpecCo sites and ag sites. We've been there together in a couple of instances. I think, Jim, next week we have a few more of those where we'll be going to Performance Materials sites from DuPont, and we'll be talking with our people. We clearly understand the uncertainty cloud that basically goes with a long delay to close, but we have not let that be an excuse, to answer your question. We will execute in an execution culture, and we are very pleased to see the strength of DuPont's results this last year or so. They've been tremendous. They've been outperforming. I think we've been doing the same as we establish our records. So, two performance cultures coming together should be synergistic to more than two.
Operator:
And Duffy Fischer with Barclays will have our next question.
Duffy Fischer - Barclays Capital, Inc.:
Yes, good morning. If we could go back to Ag for a second, with your launch of Enlist over cotton this year, can you just remind us, across both cotton and soybeans, kind of what you think the competitive dynamics will be, your dual herbicide stack versus the competitors? And in Latin America, is Conquesta (48:48) still on track to launch in 2018?
Howard I. Ungerleider - The Dow Chemical Co.:
The answer to the last question is a short yes, Duffy, on the 2018 launch. Look, relative to Enlist, we feel really good about the technology. As you know, we've had great success with our Farm Forward trials in corn. We've got a stewarded launch now in corn. We're going to do a full launch of Enlist cotton now that we've got the trait and the herbicide registered. You heard in the prepared remarks that we now have 34 states that have approved the full package. So we feel very good about Enlist, and relative to the competitive set when you think about the lower drift and the lower volatility of our technology, we've had overwhelming positive feedback from all the farmers.
Operator:
And we do have time for two more questions. We'll hear from Alex Yefremov with Instinet Nomura.
Aleksey Yefremov - Instinet LLC:
Good morning, thank you. In your coatings and consumer products businesses, your margins expanded as raw materials fell. Now that some of these raw materials are rising, how sustainable are your margins?
Andrew N. Liveris - The Dow Chemical Co.:
Jim.
James R. Fitterling - The Dow Chemical Co.:
Thanks, Aleksey, for that question. Coatings demand has been strong, and we've been continuing to expand that franchise. As we talked about last year, our attempt there is to try to take more of our monomers position and move it into downstream differentiated coatings and we're doing that, including new capacities in China, Southeast Asia. So, that's been a positive. Building & Construction, even though single family homes in the U.S. have not been strong, you've seen a lot of growth in Building & Construction in new applications, new product, LIQUIDARMOR, that was just announced last year, which is doing well for sealing gaps on commercial and new family homes. But also spray foams has taken off, both at the DIY counter inside of Lowe's, Home Depot, as well as in low pressure applications for contractors coming in and really taking buildings and retrofitting, going into the attic space, sealing them up, tightening them up. And I would say the only drag that we've had in this sector has been Energy & Water as it relates to the oil and gas sector, which we think is turning the corner. Prices are moving up in the first quarter. I think that's a strong indication of the demand growth, and I think we'll be able to maintain, and we have to always watch here, propylene is the thing that we have to watch here. Our PDH capacity gives us some flexibility, a hedge against that and that helps.
Operator:
And our final question today will come from Kevin McCarthy with Vertical Research Partners.
Kevin W. McCarthy - Vertical Research Partners, LLC.:
Good morning. Thank you. Andrew, I was wondering if you might be willing to drill down another layer on some of the structural reforms on the table for the U.S. market. For example, what might implementation of border adjustment mean for Dow Chemical, if that passes as part of tax reform? And with regard to regulations and fair trade, are there specific issues, policy actions, or markets that you might have your eyes on as the year progresses that we should be watching as relevant for investors for Dow Chemical?
Andrew N. Liveris - The Dow Chemical Co.:
Yes, thank you. Appreciate the question, Kevin, and certainly this is not only topic du jour, but it's real-time, right? So we're five or six days into this new administration and clearly the privilege I have, as I said on the call, that I've been asked to lead this Manufacturing Advisory Group, which as you know it was his first meeting on Monday morning. And so, the President is very serious, as is his team, in around the five or six pillars of competitiveness that gets some air time in the press. But certainly the specificity of your question starts to point directionally to some solution space topic. So, starting in no particular order, the regulatory reform one is the one I'm most excited about, because he's asking lots of questions about to all the sectors that are in front of him, inclusive of the autos that have had another bite at the apple on Tuesday. The regulatory costs on manufacturers in the country per employee, almost $20,000 per employee cost of federal regulations. That compares to just short of $10,000 per employee by all firms as a whole. So, manufacturers bid two times the federal regulatory costs than do all other companies. So the manufacturers have specific statements on the sorts of regs that have been coming out, especially these last eight years, that have really crippled us in terms of locating factories in the United States despite a decent growing U.S. market. So that speaks to imminency. I believe 30 days, 60 days you're going to see decisions from the administration that start to lift some of these regulatory burdens, I think a lot of that can be done through executive orders. So that's topic one. Topic two, anything to do with tax reform is built into what's going on with the blueprint out of the House, and the Senate, and the Ryan Plan. But in addition, the President's got some specific statements and views on, in particular, the border tax. He has some views on border tax, the Ryan Plan speaks to border adjustment tax. The border adjustment tax, which is your question, will be, for us, a big positive. We're a big exporter out of the United States. That will immediately accrue to our bottom line as a significant tax advantage for us. And so, frankly, we're quite big supporters of it, but different sectors are not and so there is a lot between here and enactment of something like that. Certainly, punitive measures as it relates to border tax specific to certain sectors or certain companies, that's not the agenda that's going to be driven here. Bilateral trade will be, and putting in place bilateral trade agreements that speak to border adjustment tax per the Ryan Plan. We're big proponents for what you're going to see. There will be something on the loss side of that. There will be stuff that we lose in terms of depreciation assets and claiming those, maybe a little bit on the R&D side. So we're going to have to watch all of that, but we have a seat at the table and we'll be definitely very, very vocal on some of those things. And then, not taking too much more time on the call, on infrastructure, we'll be a big beneficiary. Increases on investment here in the United States. And infrastructure, many of the businesses in the Infrastructure Solutions business will benefit from that. Building & Construction business, the Coatings business, those are all going to be beneficiaries of more spend here in the U.S. And then, energy policy. As we move through energy policy that takes off regulations. I mean, the Keystone Pipeline decision alone is a big positive for us and we've got certain things we can now go do that actually unlock more supply side, take out the cost of supply. And then, on top of that, help us, if you like, look at expansion opportunities against the shale gas opportunity for our businesses here in the U.S. But, all of that has to be taken through the Department of Energy and the work will be done there, especially as it relates to the climate change agenda, which will also be on the table. I don't have enough time to go through it all, but just to give you some flavor of the topics that are being discussed as recent as this week.
Operator:
And at this time, I would like to turn the call back over to Neal Sheorey for any additional or closing remarks.
Neal Sheorey - The Dow Chemical Co.:
Sure, thank you, Rochelle. I'll now turn the call back to Andrew for some final remarks.
Andrew N. Liveris - The Dow Chemical Co.:
There's a lot that can be said in final remarks, but you've got to home in on 2016 as another record year, seminal year for The Dow Chemical Company. The portfolio we've put in place these last many years as we shed low cost – I'm sorry, commodity-oriented, low ROC businesses that have been part of our commodity portfolio for more than a dozen years. We've been shedding those and replacing them with high value IROC businesses. And you can see we're a portfolio for all seasons. We literally are firing on all cylinders. There's no question that our self-help programs, and productivity, and our innovation agenda, our integration investments that Jim talked about as it relates to the feedstock flexibility, have enabled us to set record EBITDA margins, record EBITDA. And as we exit the quarter, in fourth quarter we exited with momentum. Just volume of growth alone, 13 straight quarters, is impressive and amazing, but think about China number. We grew 27% year-on-year in China in the fourth quarter. Everyone is bemoaning what's going on in China. We've got an expansion strategy in China that's going to all of the geographies of China, opening up offices, and we're the first there and selling products to the tune of the volume growth that I just mentioned. And that's without acquisition numbers. With acquisition numbers, our volume in China grew 56%. So we are really growing where growth is. In addition, we are a cash story. The cash we're returning to our shareholders, the cash flow that's being generated. Remember, we've had the headwind of investments these last many years. And as Don Carson said in his question, as your CapEx starts coming down, as we go down the CapEx cycle, as we release more cash from these new capacities coming on at about the right time, then that will add just more and more cash that we can deliver to all of you, our shareholders. So these smart portfolio moves, this fortress balance sheet we've created, this focus on shareholder return, the record dividend we're at, and the record share price, if I can close on that thought, is to reward you, our shareholders. And 2017 will be yet again another breakout year for Dow as we move towards closing the merger.
Neal Sheorey - The Dow Chemical Co.:
All right, thank you very much, Andrew, and thank you, everyone, for your questions. As always, we appreciate your interest in The Dow Chemical Company. For your reference, a copy of our prepared comments will be posted on Dow's website later today. This concludes our call for today. We look forward to speaking with you again soon. Thank you.
Operator:
And that will conclude today's call. We thank you for your participation.
Executives:
Gregory R. Friedman - E.I. du Pont de Nemours & Co. Edward D. Breen - E.I. du Pont de Nemours & Co. Nicholas C. Fanandakis - E.I. du Pont de Nemours & Co. James C. Collins, Jr. - E.I. du Pont de Nemours & Co.
Analysts:
Vincent S. Andrews - Morgan Stanley & Co. LLC Jeffrey J. Zekauskas - JPMorgan Securities LLC David I. Begleiter - Deutsche Bank Securities, Inc. Mark Connelly - CLSA Americas LLC Stephen Byrne - Bank of America Merrill Lynch P.J. Juvekar - Citigroup Global Markets, Inc. (Broker) Ryan Berney - Goldman Sachs & Co. Jonas Oxgaard - Sanford C. Bernstein & Co. LLC Frank J. Mitsch - Wells Fargo Securities LLC
Operator:
Welcome to the DuPont third quarter 2016 conference call. My name is John, and I'll be your operator for today's call. At this time, all participants are in a listen-only mode. Later we will conduct a question and answer session. Please note that the conference is being recorded. Now I'll turn the call over to Greg Friedman, Vice President of Investor Relations. Greg, you may begin.
Gregory R. Friedman - E.I. du Pont de Nemours & Co.:
Think you, John. Good morning, everyone, and welcome. Thank you for joining us for our discussion of DuPont's third quarter 2016 performance. Here with me are Ed Breen, Chair and CEO; Nick Fanandakis, Executive Vice President and CFO; and Jim Collins, Executive Vice President responsible for our Agriculture segment. The slides for today's presentation and corresponding segment commentary can be found on our website, along with our news release. During the course of this conference call, we will make forward-looking statements. I direct you to slides 1 and 2 of our disclaimers. All statements that address expectations or projections about the future are forward-looking statements. Although they reflect our current expectations, these statements are not guarantees of future performance but involve a number of risks and assumptions. We urge you to review DuPont's SEC filings for a discussion of some of the factors that could cause actual results to differ materially. We will also refer to non-GAAP measures. We request that you review the reconciliation to GAAP statements provided with our earnings news release in today's slides, which are posted on our website. Our agenda today will start with Ed providing his perspective on the company's performance and the advancement of our strategic initiatives. Then Nick will review our third quarter financial results and 2016 guidance. Third, Jim will discuss our Agriculture business. We will then take your questions. With that introduction, it's now my pleasure to turn the call over to Ed.
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Thank you, Greg. Good morning, everyone. Today I'd like to give an update on our third quarter performance and the progress we're making with our three strategic priorities. We continued our first-half momentum in the third quarter. Highlights were sales and volumes grew; gross margins improved; our operating costs declined; segment operating earnings increased; operating margins expanded in all reportable segments; and free cash flow improved. Total sales increased 1%. Total volumes increased 3% despite a tough macroeconomic backdrop. Five of the six reportable segments grew volumes. Performance Materials, Agriculture, and Nutrition & Health contributed the most to the company's volume improvement. Drivers included strength in the global automotive market for Performance Materials, higher corn seed and soybean volumes, and growth in probiotics, cultures and ingredient systems for Nutrition & Health. 5% volume growth in Industrial Biosciences reflected strong demand for bioactives and biomaterials. Prices for the total company declined 2%, partly due to the pass-through of lower raw material costs. Operating earnings totaled $0.34 per share, which was a significant improvement versus last year's $0.13 per share. Notably, all of our businesses contributed to the increase in segment operating earnings. While our companywide gross margins improved 45 basis points, the operating margin expansion in many segments largely came from our cost-savings program. Total operating costs declined by about $235 million for the quarter. All in, we are pleased with our financial performance. This morning, we raised our guidance for operating earnings per share to $3.25, a 17% increase from 2015. We also continued to make steady progress on our strategic priorities. As we have said, our strategic priorities for 2016 center on three drivers of shareholder value creation
Nicholas C. Fanandakis - E.I. du Pont de Nemours & Co.:
Thank you, Ed. Beginning with slide 3, we delivered operating earnings of $0.34 per share versus $0.13 per share in the prior year. The businesses continued to execute in a challenging macro environment, delivering total company volume growth and cost savings improvements in the quarter. Consolidated net sales for the quarter of $4.9 billion increased 1% versus prior year. Total company volumes grew 3%, led by strong demand in Performance Materials, Agriculture, Nutrition & Health, and Industrial Biosciences. From a regional perspective, demand was driven by growth in North America and Asia Pacific. Local price negatively impacted sales by 2% in the quarter. Turning now to slide 4. Segment results drove the year-over-year improvement in earnings, contributing $0.15 to the quarter, including a $0.01 benefit from currency. We delivered growth and margin expansion in each of the reportable segments. This improvement reflected continued execution on cost savings, as well as volume growth in most of our segments. A lower tax rate benefited operating EPS by $0.04 in the quarter due to the geographic mix of our earnings. Lower corporate expenses added $0.03 to earnings in the quarter. Corporate expenses on an operating earnings basis declined 25% versus prior year as result of our 2016 cost savings program. An increase in interest expense due to higher overall debt levels subtracted $0.01 per share from the quarter. Now let's turn to the third quarter segment operating earnings analysis on slide 5. Segment operating earnings increased $174 million or 40%. Performance Materials' operating earnings increased $54 million. Volume growth of 4% was driven by increased demand in automotive markets, primarily in China. Operating margins in the segment expanded by about 350 basis points year over year. Nutrition & Health results increased $33 million. Volume growth of 4% in the segment was led by demand in probiotics cultures and ingredient systems. Operating margins in this segment improved 380 basis points and have now grown year over year for 13 consecutive quarters. Industrial Bioscience operating earnings increased $17 million. Volume growth of 5% was driven by increased demand in bioactives and biomaterials due to growth in home and personal care and in the apparel market. Operating margins improved by 360 basis points in the quarter. Protection Solutions and Electronics & Communications each improved operating margins on cost savings in the quarter. Jim will speak to the Agriculture performance later, and I direct you to the materials we posted on our website today for further details on the segment results. Turning now to the balance sheet and cash on slide 6. Negative free cash flow of $1.8 billion year to date reflected Agriculture's typical seasonal cash outflow. Our free cash flow improved by $1.3 billion year over year. The improvement is primarily due to low working capital and CapEx year to date. Working capital improved by about $400 million, primarily due to business-driven actions, and lower tax payments contributed another $200 million. Our capital expenditures decreased by about $300 million or 28% versus the prior year when you exclude Chemours. The absence of Chemours contributed $400 million of the overall improvement in free cash flow. We remain committed to returning capital to our shareholders. Last week we announced our 449th consecutive quarterly dividend, and in the third quarter we completed $416 million in share repurchases, resulting in the retirement of 6 million shares. As previously communicated, in regards to our 2016 share repurchase plan, we will not complete the full $2 billion stock buyback program by the end of 2016. The amount and timing of the repurchases continues to be dependent upon our trading windows and daily trading volumes. We plan to enter the market as soon as our trading window reopens, shortly after this earnings announcement. On slide 7, the company now expects full-year 2016 operating earnings to increase 17% versus prior year to $3.25 per share and up from our previously communicated range of $3.15 to $3.20 per share. We now expect our base tax rate for the full-year 2016 to be about 23%, representing a $0.07 per share headwind to operating earnings. We continue to expect a benefit of $0.64 per share from the 2016 global cost savings and restructuring plan and an estimated headwind from currency of about $0.15 per share. We continue to expect sales to be down low single digits percent versus prior year and about flat with prior year when you exclude the impact of currency. Turning now to slide 8. In the third quarter, our operating costs, which include SG&A, R&D, and other operating charges, declined $235 million on an operating earnings basis. This represents a 14% decrease in costs year over year. Actual cost savings in the quarter were higher than expected due to a shift in external R&D spending from the third quarter into the fourth quarter. SG&A costs declined about $150 million or 15%, with most of the decline related to G&A costs. Our current corporate costs decreased 25% in the quarter. Changes in variable compensation in both periods significantly impacted the year-over-year comparison. Excluding these changes, corporate cost expenses would have decreased by about 40%, in line with our results in the first half of 2016. As expected, in the fourth quarter, an increase in compensation, as well as additional seasonal spending, will result in a tougher comp year over year for operating expenses. However, we remain on track to deliver $730 million in cost savings in 2016. With that, I'll turn the call over to Jim, who will provide an overview of the results for Ag.
James C. Collins, Jr. - E.I. du Pont de Nemours & Co.:
Thanks, Nick. I'll provide a review of our financial results and expectations for the fourth quarter, share our view on the latest market conditions, and update you on the three strategic priorities for our Ag business. Against a backdrop of challenging market conditions, our Ag segment continues to execute well. For the third quarter in a row, we have delivered strong results. Ag sales increased 2%, and operating earnings for the quarter were a smaller seasonal loss of $189 million. Our solid performance was driven by a strong start to the Brazil summer season, with our new Leptra hybrids continuing their successful launch. Favorable currency and cost savings also helped drive the earnings improvement. Our third quarter volume increased 4%, with growth in both corn and soybean seeds. That was partially offset by lower crop protection volumes due to the continued low pest pressure and high inventory in the industry. In Latin America, farmers chose a stronger mix of Pioneer's newest corn hybrids, resulting in higher net corn price. The third quarter improvement in our seasonal operating earnings losses was driven by cost savings, higher volumes, and a $28 million benefit from currency. It's important to note that the $21 million improvement came despite the absence of $48 million of one-time benefits, which were recorded in the third quarter of last year. Year to date, our Ag sales of $8.1 billion grew organically by 2%, driven equally by volume and price. In corn seed, we have grown sales in 2016 by 4%, also driven by both volume and price improvements. This was enabled by building upon our leading positions in high-value global markets, including North America, Brazil, Mexico, Southern Europe, and South Africa. Our growth reflected the strong performance of our newest products and continued enhancements to our direct route to market. Our year-to-date segment operating earnings are up 5%, driven by cost savings and favorable pricing, which provided us with the ability to overcome currency headwinds and weakness in the crop protection industry. So turning to our outlook for the final quarter of the year, we currently expect sales to be down in the mid-single digits percent range. We expect the seasonal operating earnings loss to be nearly half of what it was in the same quarter of last year. The fourth quarter outlook is pressured by timing in two respects. First, we are shifting seed deliveries from the fourth quarter to the first quarter of 2017. That's primarily driven by our Southern route-to-market change to a sales agency model, which is similar to the approach that we utilize in the Midwest. And, second, we realized sales in the third quarter to the detriment of the fourth quarter, primarily in Asia and Africa. The Ag industry continues to face tough conditions, with challenging commodity prices leading to a further decline in net farmer income and high channel inventories. However, one thing remains clear
Gregory R. Friedman - E.I. du Pont de Nemours & Co.:
Thanks, Jim. We'll now open the line for questions. John, if you could please provide the instructions?
Operator:
Thank you. Our first question is from Vincent Andrews from Morgan Stanley.
Vincent S. Andrews - Morgan Stanley & Co. LLC:
Thanks, and good morning, everyone. Just a question on crop chem inventories and I guess pricing as well, because it seems like the high level of inventory is starting to weigh on price. What is the end game for the industry here with the inventory levels? How are they ultimately going to be brought down?
James C. Collins, Jr. - E.I. du Pont de Nemours & Co.:
Yeah, this is Jim. You're right. If we take a broad look at global inventories, we'd say they're slightly elevated. A big part of that issue continues to be in Latin America, and we're feeling that with volumes. We've got low insect pressure still in that market, and we've got insect-protected varieties of soybeans that's putting downward pressure on that. And we're just going to need some time to work through those inventories – add a little credit tightness to that market as well. When I step back and look at North America, I would say North America inventories are not an outlier. I think they're about where they ought to be at this part in the season going into 2017. And, as we talked about before, I really like where DuPont sits going into this market, especially for crop protection in North America. We didn't play some of the things that happened in the marketplace late in 2Q and 3Q, and so I feel like we're sitting in a really good spot.
Vincent S. Andrews - Morgan Stanley & Co. LLC:
Okay. Nick, if I could just ask you a question on the free cash flow. The $1.3 billion improvement in working capital year to date, is that what we should anticipate as we factor in your free cash flow for the full year? Are there any things that are going to change in the fourth quarter that would alter that dynamic?
Nicholas C. Fanandakis - E.I. du Pont de Nemours & Co.:
So the number that you quoted, the $1.3 billion, is where we are at this point in time, as you said, Vincent, and I would project it being about that at year-end. You are going to see, because of the channel change we're making in the Southern U.S., which is the right thing for the business – you are going to see a working capital hit there because of that, but then we'll continue to see productivity across the working capital chain that we've been driving. And so I think it's going to be about the same free cash flow number as we have right now, which is that $1.3 billion improvement over last year.
Vincent S. Andrews - Morgan Stanley & Co. LLC:
Okay. Thanks very much.
Operator:
Our next question is from Jeff Zekauskas from JPMorgan.
Jeffrey J. Zekauskas - JPMorgan Securities LLC:
Thanks very much. In general, your prices are down a couple of percent, and your volumes are up 3%. So your volumes seem to be slowly accelerating, and your prices seem to be slowly decelerating. Can you talk about that general phenomenon? And do you expect more price pressure in the future, or have we gotten to the end of it?
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Jeff, this is Ed. Let me hit it from a broad perspective, and either Jim or Nick, you might want to jump in on either Ag specifically. But when you go through each business – and let me take Electronics first, because Electronics is our soft business on the sales line, and price was down 1%. And we're just sitting in a tough consumer electronics market. It's over 30% of our portfolio in that business, and handsets, by the way, is the biggest part of the consumer market for us. So that's been weak, and we're seeing that there. But if you take a lot of the other businesses, it's raw material pass-through in Protection and Materials. It's just simply mix in Nutrition & Health, but we're working the mix to our advantage with the probiotics and the ingredients. So I feel good about that long term. And in Ag it was currency related. So every one was a little bit different. So when I kind of look at the whole pricing – because Nick and I have been studying this in the ops meetings – I don't see across-the-board price pressure per se on the businesses as we go into 2017. It really is a bunch of different issues here. We probably still will have some raw material pass-through in 2017, but in general I don't see that worsening. Hopefully that improves just slightly.
Jeffrey J. Zekauskas - JPMorgan Securities LLC:
Okay, great. And then for my follow-up, Dow and DuPont have talked about a $3 billion cost goal for a combination, and you've worked further in articulating the areas where you might be able to pull out costs. And I think in the past you've talked about the cost synergies being at least $3 billion. At this moment, does it seem to be a little bit more than $3 billion? Or a lot more than $3 billion?
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Well, I don't want to get into specifics, but I will say $3 billion is the floor number. I think there's opportunity above $3 billion. As you heard us in our prepared remarks, Jeff, we have locked down on all the programs we're allowed to be involved in pre-merger with Dow, so we're ready to go on all the projects. The one area that we can't have final detail on – let me say it that way – is on the procurement side, because we can't compare contracts directly with our procurement teams. And as I've always said before in my past experience in life having done this a few times, is that's where hopefully we get some nice opportunity on the procurement side. And, by the way, in our synergies we've counted on a certain number in the procurement area, and my gut is when you look at it on a percentage basis of other deals it is a little on the lighter side. So I hope we can really jump on that once the merger closes and see some opportunity there. But I'm very, very confident now, because we've locked down on the programs, that we've got the $3 billion identified. And we can move really quickly out of the chute on that. And the only caveat I'd say to moving quickly is we've got to be careful in the Ag business, depending where we are in the cycle of seasons, how we take the cost out. But, having said that, that'll play out over the first year also.
Jeffrey J. Zekauskas - JPMorgan Securities LLC:
Okay, great. Thank you so much.
Nicholas C. Fanandakis - E.I. du Pont de Nemours & Co.:
Thanks, Jeff.
Operator:
Our next question is from David Begleiter from Deutsche Bank.
David I. Begleiter - Deutsche Bank Securities, Inc.:
Thank you. Good morning. Ed, on the closing of the Dow-DuPont merger, have you detected any heightened regulatory scrutiny of this combination or other ag-led combinations ongoing?
Edward D. Breen - E.I. du Pont de Nemours & Co.:
David, I would say no. We're very deep into the process with the four big regulators, the EU, Brazil, China, and the U.S. We're deep into those conversations. So I think we've done a good job explaining our end markets and our businesses to the regulators. We've taken a lot of time educating them on that. There are rumors out there, which I'm not going to comment on, but I was sure there will be some remedies at the right time. And we are pre-working on that and very focused at Dow and DuPont on understanding that so we're in a position to move really quickly when we need to. And, by the way, just this whole comment, just to put it in on perspective on the regulatory side, remember, we are first in line. I think even the EU Commissioner commented on that, that we review things in the order that we get those, in a recent statement. And I would also comment, just to put this in perspective, sometimes we lose sight, when you put Dow and DuPont Ag together, we're going to be a strong number two in seed – not a number one, the number two – and in crop protection we're putting the number four and number five player together to create a number three player. And our goal obviously through that is to have increased innovation and capability to improve our pipeline and speed up our products, both on the crop side and on the seed side, so – and we're very confident we can do that. But I just want to kind of put that whole thing into a perspective. But I think we're right where we would think on the timeline. We did have some delay, as you all read, with document submission on the EU side. That clock has restarted a few weeks ago, and the outside date that you saw, which is public, in February the 6th, so our comments today, we would therefore close the merger in the first quarter of 2017.
David I. Begleiter - Deutsche Bank Securities, Inc.:
Very good. And, Ed, just on the separation at the back end of this combination, I know you mentioned 18 months again in the release. Any potential to meet the initial mid-2018 target even though it's less than 18 months from the close?
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Yeah, well, there is a possibility. I don't want to go there yet, but what you did see us say today, which we're highly confident in, is we took the 24-month comment off the table. We were 18 to 24, and we know we can do it in 18 months for sure from time of close, and we are working really hard with Dow. I mean, the luxury of having this time now is we actually can do a lot of the work, the carve work and other things, for the separation now. So we're not waiting for the merger to close. So we'll give you an update when we get closer to closing the deal, but that's a big focus area for us is that spin timeline. But we now know we're certainly in the 18-month window, and we'll continue to work with that.
David I. Begleiter - Deutsche Bank Securities, Inc.:
Thank you very much.
Operator:
Our next question is from Mark Connelly from CLSA.
Mark Connelly - CLSA Americas LLC:
Ed, Ellen Kullman said that the greatest impediment to innovation at DuPont was centralized management, and you took out the matrix, which isn't really the same thing. But now you say you've put in place an organizational design that fosters innovation. So can you help us understand what's different in the organization you're putting together?
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Yeah, Mark, it's actually two or three things, and the matrix is the biggest part of it. When we did away with that, we did away with three parts – there really was three parts to the matrix. One was in the R&D side, where there was a fair amount of central R&D, and we've embedded that almost now exclusively into the businesses – and oh, by the way, when we get to MergeCo and running the three divisions, it will all be embedded in the business. And I think that's a huge shift, because we're very close to the customer with our R&D in this company. There's a ton of application engineering that goes on, and the closer we are with the R&D in the businesses, the closer we are with our customers, the quicker we're iterating for them and innovating for them. So I think that was big for us. But I don't take lightly – I think what was really big for us was getting rid of the matrix, the global matrix, and again embedding everything into the business. And then the third area which I think is going to have a huge, huge payback, and I think we're seeing some of it already, is we embedded all the manufacturing in the appropriate businesses. So the Presidents, the PL leaders, have total accountability for every number in their business, and I also think that's helped us. As Nick mentioned earlier, we've driven very good working capital performance very quickly this year, about $600 million so far in the year. And that's not by luck. That's by a lot of hard work, and I think reorganizing the way we did has helped us with that discipline.
Mark Connelly - CLSA Americas LLC:
Helpful. And the second question, with so much of the cost saving coming from SG&A, I'm surprised to see the emphasis in your comments about gross margin, which – a lot of innovation companies don't spend a lot of time talking about that. So can you help us understand what performance metrics you're focusing your attention on?
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Well, from a performance standpoint, it's almost – I'd almost have to walk you down the P&L. When we do operating meetings, we're very focused on our volumes and price, where we're headed with that, what we're doing. And that's a very big issue in the Ag business, by the way, how we price ourselves going into the season, so a big focus there. And then we have a big focus in the company on mix enrichment, because that's really what's going to drive our gross margin improvement. And so, for instance, and I mentioned earlier in Nutrition & Health, the mix of the businesses, with us spending more of our capital on the probiotics side of the business, the cultures and the ingredients – they're the areas growing the fastest, and that's at the expense of some of our other concentrates, texturants and also. We're really working mix – and, by the way, in Ag, Jim can comment. It's a lot of new product launches, like Leptra, which we're getting better pricing, better mix. And so we're really focused on that, which is going to drive the gross margin line. And then obviously we've got the cost reduction efforts going on both in the businesses and across cross-corporate which is benefiting us. So we've really got a nice mix up and down the P&L.
Mark Connelly - CLSA Americas LLC:
Super. Thank you.
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Thanks, Mark.
Operator:
Our next question is from Steve Byrne from Bank of America.
Stephen Byrne - Bank of America Merrill Lynch:
Hi, Jim. I had a couple questions for you. You noted in third quarter results your seed business seemed to offset weakness in crop chemicals. Just wondering what your outlook is for the upcoming seed-selling season in North America. We're picking up some comments out of the North American channel that soybean seed pricing is getting increasingly aggressively placed out there. Can you comment on the outlook for seeds for this upcoming season?
James C. Collins, Jr. - E.I. du Pont de Nemours & Co.:
Sure. If we could first of all talk about the quarter for a moment. You did mention that we had good, strong performance in our seed business, in corn mainly in Latin America; as you heard Ed mention, Leptra. And we actually had a fairly strong finish to the North America selling season as well. And you're right, that performance in seed was primarily offset by some weakness in our crop protection business that was essentially due to Latin America for all the reasons we talked about
Stephen Byrne - Bank of America Merrill Lynch:
And you commented about that $1.3 billion cost synergy target. Presumably that's now been derived from more of a bottoms-up analysis versus the original top-down approach from last December. Can you just comment on what you may have learned from that? And what new opportunities or any changes in that cost synergy target from the new integration plan?
James C. Collins, Jr. - E.I. du Pont de Nemours & Co.:
As Ed mentioned, you're right. The benefit of some of the timing here is that we've been able to really focus on the detailed planning around all of these synergies. And so we have a very project-by-project-oriented approach, a very bottoms-up approach, that essentially has confirmed that we had the target pretty much right. The way those costs have unfolded, we have a little bit that's focused in R&D and sales and marketing. We have some, as Ed mentioned, that are focused on our buy and in the sourcing arena, and there's also a fair amount that's really just tied to our production footprint, especially here in North America, as we start to think about combining production assets both in seed and crop protection. So I think maybe the confirmatory news – I wouldn't call it new news – is the synergies are very broad. They're across all aspects of the business, and our teams are working really well together to develop a playbook that is very actionable on day one.
Stephen Byrne - Bank of America Merrill Lynch:
Thank you.
Nicholas C. Fanandakis - E.I. du Pont de Nemours & Co.:
Thanks, Steve.
Operator:
Our next question is from P.J. Juvekar from Citi.
P.J. Juvekar - Citigroup Global Markets, Inc. (Broker):
Yes, hi. Good morning.
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Good morning.
P.J. Juvekar - Citigroup Global Markets, Inc. (Broker):
It looks like you gained share in corn, particularly in Brazil where they planted more post-crop corn. But in soybeans you may have lost some share. So can you comment on share? And what are your plans to gain soybean share back?
James C. Collins, Jr. - E.I. du Pont de Nemours & Co.:
Yeah, P.J., I think we're going to continue to evaluate the market share numbers in North America. If I use the latest October USDA acreage estimate, we're calling our market share in corn North America essentially flat. And you're right, in soybeans both in North America and in Brazil, we've been working on turning over that germplasm base with the new varieties, our T Series varieties, getting access to traits in Brazil, like Intacta going forward. So that's all been a part of us rebuilding share that we had continued to lose in soybeans. You did mention, the real bright spot for us has been corn in Brazil. We know that in the safrinha season we gained share based on a fantastic launch of Leptra, and that momentum continued into the summer season. Still a little early with summer data still flowing in to call exactly what that share gain might be, but we know that we gained share in an expanding, growing market as well. So we feel really good about how we held in North America with corn and how we're positioned to continue to capture growth in Latin America in corn.
P.J. Juvekar - Citigroup Global Markets, Inc. (Broker):
Thank you. And, Ed, DuPont has several infrastructure-intensive end markets, like autos and housing. If rates were to begin to go up later next year, how do you think that will impact DuPont's overall earnings? Thank you.
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Yeah, I think I got that, P.J. Auto and housing markets, kind of how it's looking. I'd say, by the way, during the third quarter, let me say, on the housing side, our Tyvek business actually had growth. So if you look at Protection Solutions, the actual growth areas came in Tyvek and came in the surfaces businesses with Corian and Zodiaq. So we saw nice demand on that side. Having said that, I mean, it looks like all forecasts say that housing is dropping off – at least from a start standpoint – dropping off some in the three-month window or rolling window – July, August, September, looks like there was a decline of about 1.5%. So not significant, but it looks like there's a little bit of a rollover off of kind of that 1.1 million to 1.2 million starts. So kind of flat to down a little. So you might see a little bit there. And then on the auto side of the business, it looks like auto builds are going to be down in the couple percent range going into next year. So that's a little bit of a drop from the 5% to 6% that we've kind of been running through the year. So you might see a little there. However, by the way, our demand still looks good for autos, specifically in China on the Performance Materials side of the business. But we are modeling a little bit of a downdraft in those couple end markets.
Operator:
And our next question is from Robert Koort from Goldman Sachs.
Ryan Berney - Goldman Sachs & Co.:
Good morning. This is Ryan Berney on for Bob. Ed, when you first showed up at DuPont, there was a lot of focus on the cost-cutting. There still is, but 3% volume growth you put up this quarter I think is the best you've had in at least seven quarters, and it's coming against what feel like still-softening end markets for you. So I know you've just given a little bit of guidance for how you see end markets playing out next year, but is this level of volume growth, in your opinion, sustainable and targetable for you at DuPont going into 2017?
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Yeah, I don't want to get into quarter-by-quarter forecasts, but just bigger picture, as I mentioned before, we're really working very hard on the innovation side and on our spending and our capital side is, Where is the larger growth opportunities? So when you go back to my comments about mix, we're very focused in each business of where are these growth businesses, and where are we going to spend more money? We've just, by the way, committed $82 million in our Nutrition & Health business on the CapEx side. And we're putting it into our two highest-growth platforms because we have great expansion opportunity there. And we're not putting that kind of capital into a couple of our more commoditized, just to give an example. So that's what we're working on very hard with our teams, and I think that will pay off over the medium term for us on the volume side. Again, quarter to quarter, I don't know, but generally I think we're working the right trend line here to help that, so we can hopefully outperform some of these end markets that we have. Because, at the end of the day, a lot of our stuff goes in industrial end markets besides Ag, and they're kind of flat right now. So we really need to work this mix of where the higher demand is.
Ryan Berney - Goldman Sachs & Co.:
Great, thanks. And I also had one for Jim. Jim, you've adjusted your sales model a little bit this year. Do you feel like you're happy with where things are now as far as how you see the model? And you think that'll change at all? Or do you see any additional changes coming through once you close with Dow?
James C. Collins, Jr. - E.I. du Pont de Nemours & Co.:
Great question. You're right. We made two adjustments in our sales model globally this year. A smaller one that we talked a little bit about in Brazil is continuing to implement a more direct agency-based approach route to market, fine-tuning that, and then the big change that we made, as we talked about, this year in the Southern U.S. For the Americas markets, then, that pretty well sets us on our path going forward, and as we look globally, we saw some other country opportunities here and there. We've done some work in Eastern Europe and in Asia in the past, and we'll continue to evaluate those as the opportunities come up and we have the resources available to invest. We know we've got a good model. Every time we do make that change, we can point to the payback for those, and it's just a matter of how many of those we can handle. As we think about the merger, post-merger with Dow and bringing the Dow team in, I can tell you that there is some excitement about how do we take advantage of – utilize this route to market in certain geographies where today Dow in some of their programs doesn't have the kind of visibility that we have. So we'll take those on a market-by-market basis and do what's right to make sure we're putting as many choices, as many product offerings, as we can into the marketplace for our customers.
Ryan Berney - Goldman Sachs & Co.:
Thank you very much.
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Thank you.
Operator:
Next question is from Jonas Oxgaard from Bernstein.
Jonas Oxgaard - Sanford C. Bernstein & Co. LLC:
Morning.
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Morning, Jonas.
Jonas Oxgaard - Sanford C. Bernstein & Co. LLC:
So I'm going to ask – it feels like a same question a little different way, if you don't mind. Out of all this top line growth, how much would you say is macro? And how much of it is internal improvements?
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Well, I'd probably have to do some math on that, but I don't think if you look at our end markets it's a ton of macro that we're seeing out there. Again, we're Ag, and you know the situation in Ag. And we're a lot of industrial end markets, so I think we follow a lot of the industrials that actually you just saw report their numbers over the past two weeks. So you've kind of got to go specifically by all our businesses, but I think it's where we're putting some of our dollars and where we're focused in our end markets. By the way, as I did say, though, in the third quarter, just to use that – we did see some strength in the construction market with Tyvek and surfaces. We did see some strength in Performance Materials on the auto side. But on the other hand, let me just give you another example on this whole mix thing. In Industrial Biosciences, our volume was up 5% in the quarter, and it was a lot of application work and product development with some of our big end customers that really drove some of the business on our apparel side and our home and personal care side of the business. And that's where we saw nice growth. So I think that's us inducing innovative products that are helping us drive some share and some opportunity. And, again, that's what we have to keep doing, because in the kind of intermediate period, that's going to help us outperform a tough market on the volume side for all of us.
Jonas Oxgaard - Sanford C. Bernstein & Co. LLC:
Excellent. And outside of the capital allocation and the reporting line change, is there anything else you're working on internally to simply make the company run better?
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Yeah, Jonas, that's a great question. We've been spending a lot of time the last couple months really in the one area that we had not focused on. And I say not – our teams are obviously focused, but Nick and I have been spending time. So we've been looking at volumes as we're talking about in this mix shift. We're looking obviously at the cost structure of the company. We got rid of the matrix organization. We're really focused on where our R&D is going to drive results. But the one area that Nick and I did not focus on last year, and we're making it a big effort for 2017, is our whole operations side of the house. We think there's really nice opportunity. As I say, every facility needs to prove what its entitlement is to be best in class, and we have a couple hundred facilities, but there's 17 of them that are really large and really make a difference in DuPont. And some of those are very large, complex facilities with multiple product lines. And we're really going facility by facility to come up with the entitlement is, and then a program, a very disciplined program, on how we start making improvements there. And I think tomorrow or the next day Nick and I are actually headed out to another one of our facilities. We're hitting them one by one. And so I think that's another area, and that'll be the next interesting opportunity for us to streamline and get more efficient. And that's not only overhead structure; that's really increased throughput through each facility, which allows us to run more on the same overhead structure and capital structure, and that could be a big benefit for us.
Jonas Oxgaard - Sanford C. Bernstein & Co. LLC:
Thank you.
Nicholas C. Fanandakis - E.I. du Pont de Nemours & Co.:
Thank you, Jonas.
Gregory R. Friedman - E.I. du Pont de Nemours & Co.:
And we'll take the last question.
Operator:
And it's from Frank Mitsch from Wells Fargo Securities.
Frank J. Mitsch - Wells Fargo Securities LLC:
Greg, you are not allowed to leave me off this roster of questions. So thank you. And nice quarter, fellas. And obviously it looks like the guidance on Q4 is a sandbag, but I'll leave that for follow-up. My question is really around the regulatory process and improving the transaction. We have some visibility on what's going on in the EU, but I really don't have a great feel for where you stand with the U.S., with Brazil, with China. Frankly, I would've thought that the law of averages, one of those three, or two or three of those three, would've approved the transaction by now. Where are you specifically with those three jurisdictions?
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Frank, if I just had to summarize it – and this this might sound vague; I don't mean it that way. We're at about the same stage with all of them. And maybe some of the stuff with EU has been a little more visible, because they do put stuff up publicly when certain events happen. So that's probably the reason for that. But I'd say we're at about the same stage with all of them. And, again, we're pretty deep into it, but we're not to the finish line yet. And as I said earlier, we're preparing for what we need to do to take actions to get the deal done.
Frank J. Mitsch - Wells Fargo Securities LLC:
Ed, it sounds to me like there is 0% chance the deal happens before the end of 2016, if you're at the same stage and the EU is looking at a February 6 sort of timeline. So we should just start recalibrating our clocks sometime in Q1 to get the approvals?
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Yeah, well, Frank, it can move faster. The February 6 is the outside date. But, yes, as you just heard me say in my prepared remarks, let's assume that's the date and we're in the first quarter at the close of deal. And mentally that's how I'm looking at it and thinking about it.
Frank J. Mitsch - Wells Fargo Securities LLC:
All right, terrific. And then lastly, obviously great volumes in North America and in Asia. Europe, not so much, down 2%. Is Europe slipping into a recession? What are you guys thinking there?
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Well, it was really two issues for us in Asia. So I don't think -
Nicholas C. Fanandakis - E.I. du Pont de Nemours & Co.:
In Europe we had two things, Frank. Ag was a big piece of the year-over-year volume down. And if you look at that, it's really the technical sales – Jim can talk a little bit more – that we would have and that fell off on a year-over-year basis that impacted the Ag business. And the other one was Electronics & Communications was softer than last year. And we've talked in depth around the drivers there; the continued weakness in the consumer electronics market is really the main driver for that impact.
James C. Collins, Jr. - E.I. du Pont de Nemours & Co.:
Yeah. Frank, those tech sales, those are to other third parties that are booked in Europe, but they really are representative of the global marketplace. So you're just feeling that show up there, but it's a reflection of how we look at the global crop protection market. Others are facing the same issues that we face.
Frank J. Mitsch - Wells Fargo Securities LLC:
So you would not be concerned about Europe slipping into a recession, is that right?
Edward D. Breen - E.I. du Pont de Nemours & Co.:
Well, I don't think, Frank, by our results, that you would say that. I guess you'd have to lump a bunch of other companies together to look at it, but I don't think you could come to that conclusion with us.
Frank J. Mitsch - Wells Fargo Securities LLC:
Terrific -
Edward D. Breen - E.I. du Pont de Nemours & Co.:
They were very specific areas, and by the way, the communications one is a global kind of softness, and but the other one is really more technical issue with our licensees. And so I wouldn't say it's broad-based again through our other end markets. Again, not great. No growth either, but nothing slipping.
Frank J. Mitsch - Wells Fargo Securities LLC:
Terrific. Thank you for the clarification.
James C. Collins, Jr. - E.I. du Pont de Nemours & Co.:
Thanks, Frank.
Gregory R. Friedman - E.I. du Pont de Nemours & Co.:
Well, thank you, everybody, for dialing in to our call today, and thank you for your interest in DuPont.
Operator:
Thank you, ladies and gentlemen. That concludes today's call. Thank you for participating. You may all disconnect at this time.
Executives:
Gregory R. Friedman - Vice President-Investor Relations Edward D. Breen - Chairman & Chief Executive Officer Nicholas C. Fanandakis - Chief Financial Officer & Executive Vice President James C. Collins - Executive Vice President-Agriculture
Analysts:
Jeffrey J. Zekauskas - JPMorgan Securities LLC Vincent Stephen Andrews - Morgan Stanley & Co. LLC Robert Andrew Koort - Goldman Sachs & Co. Jonas Oxgaard - Sanford C. Bernstein & Co. LLC David I. Begleiter - Deutsche Bank Securities, Inc. Stephen Byrne - Bank of America Merrill Lynch P.J. Juvekar - Citigroup Global Markets, Inc. (Broker) Frank J. Mitsch - Wells Fargo Securities LLC John Roberts - UBS Securities LLC Daniel DiCicco - RBC Capital Markets LLC Sandy H. Klugman - Vertical Research Partners LLC
Operator:
Welcome to the DuPont second quarter 2016 conference call. My name is John and I'll be your operator for today's call. At this time, all participants are in listen-only mode. Later, we will conduct a question-and-answer session. Please note that this conference is being recorded. And I will now turn the call over to Greg Friedman, Vice President of Investor Relations. Greg, you may begin.
Gregory R. Friedman - Vice President-Investor Relations:
Thank you, John. Good morning and welcome. Thank you for joining us for our discussion of DuPont's second quarter 2016 performance. Here with me are Ed Breen, Chair and CEO; Nick Fanandakis, Executive Vice President and CFO; and Jim Collins, Executive Vice President, responsible for our Agriculture segment. The slides for today's presentation and corresponding segment commentary can be found on our website, along with our news release. During the course of this conference call, we will make forward-looking statements, and I direct you to slides one and two for our disclaimers. All statements that address expectations or projections about the future are forward-looking statements. Although they reflect our current expectations, these statements are not guarantees of future performance, but involve a number of risks and assumptions. We urge you to review DuPont's SEC filings for a discussion of some of the factors that could cause actual results to differ materially. We will also refer to non-GAAP measures. We request that you review the reconciliations to GAAP statements provided with our earnings news release and today's slides, which are posted on our website. Our agenda today will start with Ed providing his perspective on our performance. Then, Nick will review our second quarter financial performance and 2016 guidance. Third, Jim will discuss our Agriculture business. We will then take your questions. With that introduction, it's now my pleasure to turn the call over to Ed.
Edward D. Breen - Chairman & Chief Executive Officer:
Thank you, Greg, and good morning, everyone. Today, I would like to give you my perspective on the second quarter and update you on our progress with our strategic plan, as well as our mergers with Dow. This was another solid quarter across the board. Our results indicate our plan is working. We posted operating earnings per share of $1.24, a 14% increase from the prior year. Segment operating earnings increased 11%. Thanks to the disciplined execution, we also delivered improvements in several key metrics despite a difficult operating environment. In fact, this was the second consecutive quarter of improvement in several of the metrics we watch most closely as indicators of fundamental long-term performance. Highlights include organic sales growth, gross margin increased, operating cost declined, operating margins expanded across all reportable segments, and free cash flow and working capital improved. Let's start with sales. I am pleased about the improvement in our sales trend, given the challenging environment in which we are operating. Sales rose 1%, excluding currency and portfolio changes, with Agriculture and Nutrition & Health leading the improvement. Ag did better than expected in a very challenging market, and N&H grew despite the currency pressure. Volumes grew in half of our businesses and volumes grew in total by 2%. We continue to drive cost savings across the company. Our operating costs on a year-over-year basis declined by about $220 million. I'll speak more about our progress in this regard in a moment. Another highlight was the margin expansion this quarter. Gross margin for the company increased over 100 basis points. We saw improvement across all of our reportable segments due to cost savings, mix enrichment from new products and technologies, and lower product costs. We delivered this performance in a difficult operating environment, as industrial production remains weak in North America, our largest market, and Ag markets remain challenging. We expect Ag commodity prices will remain at the low end of our planning range until demand accelerates, crop area declines, or there is some type of disruption in global production. Given all of that, we feel good about our performance in the first half and the outlook we provided this morning. That outlook assumes 50% growth in operating earnings per share in the third quarter. We are focused on executing well and continuing to improve our cost profile, capital expenditures, and working capital. I'll provide detail on each of these. First, we set a goal at the beginning of the year to deliver $1 billion in cost savings on a run rate basis by year-end. Our operating cost savings totaled about $135 million in the first quarter and $220 million in the second quarter. This is consistent with our cost savings commitments. One of the line items that we focus on is corporate costs, which declined 44% this quarter on an operating earnings basis. More important, a lean core allows us to accelerate decision-making, to stay closer to our customers, and to compete more effectively. We have eliminated the matrix organization, given business leaders more accountability for their overhead, and removed layers to become more productive and effective. The pace of action around here has definitely picked up. Our second priority is more rigor around allocation of capital. After a thorough analysis, we invested about $150 million in capital expenditures in the second quarter, or about $500 million year-to-date. We remain on track for CapEx to be $1.1 billion for the year, versus $1.4 billion last year, excluding Chemours. Each of the projects we chose to fund this year are progressing as anticipated, giving us strong confidence in the returns we can expect. The third priority is improving our working capital performance. It is a topic of discussion in every review Nick and I have with our businesses and in each weekly staff meeting. And we are seeing results. Year-to-date, our free cash flow improved by about $1 billion, and the working capital improvement was more than $200 million of that. Another product of increased productivity and efficiency is freeing up capital to invest in R&D and growth. This is another priority for us. I'll give you a few examples. To meet growers' needs better, we are introducing higher-performing products like Zorvec fungicide and Leptra corn hybrids. We're increasing capacity in faster-growing areas like Tyvek building wrap and medical packaging. Our scientists today are utilizing the newest technologies like CRISPR-Cas gene editing to develop targeted applications to deliver enhanced solutions and greater choice for our customers. In fact, we introduced over 600 new products in the first half of 2016. These types of actions support growth for the long term. Now, I'll give you an update on our merger progress. Just last week, the shareholders of DuPont and Dow voted overwhelmingly in favor of the transaction, providing further validation of the plan we are executing. The vote represents a key milestone toward the combination of our two companies, and the intended spin-offs into three industry-leading companies. In addition to shareholder approval, the other key condition for closing the merger is obtaining antitrust approvals. We are deep into the process of working with the regulators to secure approvals from countries where we do business. We continue to expect the close of the transaction later this year. At the same time, we continue the planning that will enable us to hit the ground running immediately after closing. Together, Dow and DuPont have already identified synergies, division by division, to yield about 80% of our expected run rate savings. We have designed a top-level organizational structure, we have chosen the key metrics we will use for tracking synergy delivery, and we are ready to come out of the chute fast on realizing those synergies. We plan to report our progress to the board on a consistent basis, because delivering the synergies is an important contributor to the value creation with this transaction. In sum, we delivered a strong first half of the year. While we expect macro challenges to continue in the second half, we are well-equipped to deliver based on our execution and progress to date. I see and appreciate the hard work of our employees and keeping us on track during this time of significant change. We will continue to remain focused on strengthening our businesses while advancing plans to create sustainable shareholder value through our planned merger with Dow. With that, let me now turn it over to Nick.
Nicholas C. Fanandakis - Chief Financial Officer & Executive Vice President:
Thank you, Ed. Let's start with the details of the second quarter on slide 3. Operating earnings of $1.24 per share increased 14% versus prior year and grew 18% year-over-year when adjusted for currency. Continued strong execution on cost savings across all businesses, lower product costs and volume growth drove improvement in the quarter. Consolidated net sales for the quarter of $7.1 billion reflected 2% volume growth due to increased demand in Agriculture, Performance Materials, and Nutrition & Health. Globally, volumes improved in all regions except for EMEA. Local price, currency and portfolio in aggregate negatively impacted sales by 3%, resulting in total sales declining 1% year-over-year. Turning now to slide 4. The year-over-year improvement in segment results contributed $0.14 to the quarter despite a $0.05 headwind from currency. The businesses continue to execute well in a challenging macro environment, particularly on cost savings, which drove margin improvement in each of our reportable segments. A net decrease in corporate expenses and interest contributed $0.04 to earnings in the quarter. Corporate expenses on an operating earnings basis were 44% lower than prior year as a result of our 2016 cost savings program. A lower share count benefited the quarter by $0.04. In 2015, we completed a $2 billion accelerated share repurchase program using proceeds from the Chemours separation. We continue to see the full benefit of this program here. A higher tax rate reduced earnings per share by $0.01 in the quarter due to our geographical mix of earnings. An increase in net after tax exchange losses subtracted $0.06 per share in the quarter. Now, let's turn to the second quarter operating earnings analysis on slide 5. Segment operating earnings increased $166 million, with growth and margin expansion in each of the reportable segments. This improvement broadly reflected cost savings, lower product costs, and as Ed mentioned, volume growth in three of our segments. When adjusted for the impact of currency, segment operating earnings increased 16%. Agricultural operating earnings increased $93 million year-over-year despite a $36 million negative impact of currency. Volume growth of 3% was driven by increased corn seed and insecticide demand, partially offset by lower soybean volumes. Operating margins in this segment improved 290 basis points in the quarter. Jim will speak to Ag performance in greater detail later. Nutrition & Health results increased $30 million, which more than offset negative currency. Volume growth of 3% in the segment was led by demand in probiotics and specialty proteins. Operating margins in this segment improved about 350 basis points and have now grown year-over-year for 12 consecutive quarters. Performance Materials operating earnings increased $24 million. Volume growth of 4% was driven by increased demand in automotive markets, primarily in China and North America, as well as increased ethylene volumes due to a prior year unplanned outage. The price decline was driven by pressure for raw material pass-through and ethylene prices as average spot prices were down approximately 40% year-over-year. Operating margins in this segment improved 180 basis points year-over-year. Industrial Biosciences improved operating margins by 350 basis points in the quarter, primarily on cost savings. Protection Solutions and Electronics & Communications each improved operating margins on cost savings and lower product costs in the quarter. Further details on segment results can be found in the materials we posted on our website today. Turning now to the balance sheet and cash on slide 6. Negative free cash flow of $2 billion year-to-date reflects Agricultural's typical seasonal cash outflow in the first half. Our free cash flow improved about $1 billion year-over-year. The improvement is primarily due to lower working capital, lower corporate expenses, and lower CapEx in the second quarter. Working capital improved by more than $200 million in the quarter against tough economic conditions within Ag markets. Our capital expenditures decreased by about $200 million or 28% versus the prior year when you exclude Chemours. The absence of Chemours contributed $200 million of the overall improvement in free cash flow. In regards to share repurchases, we now believe it is unlikely that we will complete all of the remaining $2 billion stock buyback by the end of 2016. The amount and timing of repurchases is dependent upon trading windows and daily trading volumes. We plan to enter the market as soon as our trading window opens, which is shortly after this earnings announcement. On slide 7, the company now expects full year 2016 operating earnings to be in the range of $3.15 to $3.20 per share, an increase of $0.10 per share from the low end of our previous range. The estimated negative currency impact for the full year 2016 is now expected to be $0.15 per share. We continue to expect a benefit of $0.64 per share from the 2016 global cost savings and restructuring plan, and a headwind from higher base tax rate in 2016 of about $0.10 per share. Third quarter operating earnings per share are expected to be 50% higher than the prior year. As we noted in our first quarter call, the second half for Ag is expected to bring added pressure from economic conditions in Latin America and a route-to-market change in the southern part of the U.S. In addition, industrial demand in oil and gas markets remained challenging. Excluding currency, we continue to expect sales to be about even with the prior year. Including currency, sales are expected to be down low-single-digits percent versus prior year. We would expect operating earnings per share growth of 19% to 21% when adjusted for currency, primarily driven by the full-year benefit of cost savings. Now, let's turn to slide 8, our 2016 global cost savings and restructuring plan, which is expected to deliver $1 billion in savings on a run rate basis by year-end 2016. This translates to approximately $730 million of net savings in 2016 versus the prior year. In the second quarter, our operating costs, which include SG&A, R&D, and other operating charges, declined about $220 million on an operating earnings basis. This represents a 12% decline in cost year-over-year. On an operating earnings basis, SG&A costs declined about $160 million or 13%, primarily related to the G&A costs. Our corporate costs decreased 44%. The actions we outlined in December 2015 continue to generate results, and we remain on track to deliver a $200 million decrease in corporate expenses in 2016, improving to about 1.3% of sales. With that, I'll turn it over to Jim to provide us an overview of the results for agriculture. Jim?
James C. Collins - Executive Vice President-Agriculture:
Thanks, Nick. Today, I'll take you through our view on market conditions, our financial performance and update you on our three priorities for Ag. Agriculture markets continue to face challenges. As farmers endure tough economic conditions, seed and crop protection suppliers have elevated inventories and credit remains tight. We recognized that the Ag market was entering a challenging period back in 2014, and at that time, began taking actions to enable us to maintain our competitiveness. Fast forward 24 months, and our strong results in the first half of the year demonstrate the benefits of those disciplined actions. And because Ag is a seasonal business, I'll focus my comments on the first half performance. Our sales in the first half were 2% lower, as higher prices and corn volume gains more than offset by currency, lower soybean, and crop protection volume and portfolio changes. In seeds, a stronger mix of Pioneer's newest corn hybrids resulted in higher net corn price globally, which was led by North America. Additionally, we grew corn seed volume with uplift from Leptra, our newest technology, which has enabled a multiple point share gain in the competitive Brazilian Safrinha market. Also a positive for our Pioneer business was our continued penetration in the digital Ag space. Interest in our Encirca services remained high, as growers began to plan for the 2017 season. To date, our Encirca offerings were delivered on over 2 million acres, more than doubling last year's footprint. Now, moving to our crop protection business, we were again able to fully offset the currency headwinds we faced in Brazil through increased local pricing, which helped to minimize the negative impact of lower volumes due to insect-resistant soy, weather conditions and higher inventories. From an earnings perspective for the first half, I was pleased that operating earnings for the segment increased 3%, driven by higher local price and product mix, lower product costs, and cost savings. Excluding currency, our operating earnings increased 9%. Now as we move to the second half of the year, the focus turns to Latin America. In seeds, we expect growth in our corn business in Brazil, driven by the summer launch of our Leptra technology, offset by lower soybean volumes. Within our business, a portion of our sales will shift from the third quarter to the fourth quarter, as we expand on our direct selling model in Brazil, which is a fine tuning of our route-to-market. On the crop protection side, current market sentiment indicates stronger demand in the fourth quarter than in the third, driven by delayed purchasing decisions due to commodity prices and credit availability. Taking into consideration these dynamics, we expect sales to decline in the high single digits in the third quarter. For earnings, we expect the third quarter to be down in the high 20% range as cost savings are more than offset by Leptra launch costs. When comparing our results in the quarter to the prior year, recall that last year we had two large earnings benefits totaling $48 million, associated with asset sales and an adjustment to product costs. We can now anticipate sales for the full year to be comparable to last year, and operating earnings to rise by the high-single-digits percent, as increased local prices and cost savings are partially offset by currency. Excluding currency, we expect operating earnings to increase by low-teens percent. Recall that full year results will also be impacted by the shift of a portion of our fourth quarter 2016 seed sales into first quarter 2017. This shift is a result of enhancements we are making to our Pioneer business as we transition to an agency-based route-to-market in the southern United States, similar to the advantaged approach we have in the Midwest. I will close with an update on the three priorities for Ag, namely delivering on our cost reduction and earnings plans, ensuring a solid return on investment for our innovation portfolio and working with diligence on the merger with Dow. At the halfway point in the year, we are on track with our cost savings commitments and are delivering bottom line results that are ahead of our initial plan. The second half will present some challenges, but we are confident in our ability to deliver on our full year commitments. I continue to evaluate our innovation portfolio, and I am pleased with the strength of our pipeline, as evidenced by the favorable market reception to our best-in-class Zorvec fungicide and the fast ramp of Leptra technology in Brazil. As mentioned, we expect Leptra to comprise more than 1/3 of our product portfolio during the summer season and one of the fastest new product introductions in Pioneer history. These two successful new product introductions are evidence that despite the current challenging conditions, farmers continue to recognize the value of our technology. But finally, we continue to advance our plans for successful integration of two healthy, innovative and highly complementary Ag companies. We are committed to delivering the $1.3 billion of cost synergies, and we expect the complementary combination of our respective R&D organizations to lead to a combined innovation growth above and beyond our respective current strong innovation pathways. We had a good start to what has been a very active year in agriculture, and we are excited about the progress that we're making. And I'm confident that the team is focused on the right deliverables and will continue to execute in the second half. Now, I'll turn it back to Greg.
Gregory R. Friedman - Vice President-Investor Relations:
Thanks, Jim. We'll now open the line for questions. John, please provide instructions to enter the queue.
Operator:
Thank you. We will now begin the question-and-answer session. And our first question comes from Jeff Zekauskas from JPMorgan.
Jeffrey J. Zekauskas - JPMorgan Securities LLC:
Hi. Good morning.
Edward D. Breen - Chairman & Chief Executive Officer:
Good morning, Jeff.
Jeffrey J. Zekauskas - JPMorgan Securities LLC:
Hi. One, the goal of putting Dow and DuPont together right now is to gather cost synergies and then split the company into three pieces. Because that's the operating plan, is the probability of M&A activity in 2017 that significantly low?
Edward D. Breen - Chairman & Chief Executive Officer:
It's – Jeff, this is Ed. It's – any M&A activity will most likely be low. However, technically, we are allowed to buy and sell businesses during that timeframe. The chances of us I think doing it of anything of any size are pretty minimal.
Jeffrey J. Zekauskas - JPMorgan Securities LLC:
Okay. Secondly, interest rates have really come down quite a lot. How does that affect the pension liabilities of DuPont or the combined DuPont/Dow entity? And will it change your funding requirements over a multi-year period.
Nicholas C. Fanandakis - Chief Financial Officer & Executive Vice President:
Hey, Jeff. It's Nick. So, let's just talk magnitude, so you can get a sense of the impact it might have.
Jeffrey J. Zekauskas - JPMorgan Securities LLC:
Okay.
Nicholas C. Fanandakis - Chief Financial Officer & Executive Vice President:
This last earnings cycle here, when it just came out, we talked about the re-measurement we had to do because of the restructuring that was completed. The interest rates dropped 73 basis points. The 73 basis point reduction had over $2 billion of impact on the unfunded pension liability. So, you can see its dramatic swings, and those swings obviously can go either way, up or down. As interest rates start to increase, you'll see those unfunded liabilities drop rather dramatically as well. And everything I'm talking to you about is from an accounting standpoint, not necessarily from a cash funding standpoint and that would be handled through the Pension Protection Act, and that's done over a different smoothing of interest rates over a longer period of time with a MAP-21 process that's used there. So, it's not as dramatic an impact in any one year because of those interest rate changes, as you would see from an accounting standpoint. We will obviously be looking at the funding, and we obviously fund the pension plan to whatever is required from us in any given year and that will be done obviously as we go forward with the merger and the spins as well.
Jeffrey J. Zekauskas - JPMorgan Securities LLC:
Okay. Great. Thank you so much.
Operator:
Thank you. And our next question comes from Vincent Andrews from Morgan Stanley.
Vincent Stephen Andrews - Morgan Stanley & Co. LLC:
Thanks. Good morning, everyone. A question on Ag. Just as you look in the second half, I recognize the credit issues that are down there, but you've got the new Leptra hybrids and the local corn prices in Brazil in particular are quite attractive, plus the FX rates are favorable to the farmer. So, is it really credit that has you most concerned? And as you switch to the agency model, will you have to be issuing more credit? Or how are you really thinking about the second half down there?
James C. Collins - Executive Vice President-Agriculture:
Yeah. This is Jim. We're looking at that market from a number of different angles. Credit is one area that we constantly take a look at. We feel like we're not seeing any kind of bad debt rates that are above anything that we would normally see. But we're constantly watching it. What's really happening is because of the lack of credit out there, growers are delaying a lot of their purchase decisions. And you sort of see that in our guidance for the second half. As we talk about a much lighter third quarter and then a much stronger fourth quarter, it's part of that shift that's going on. We mentioned a little bit of the shift that we're seeing as a result of some fine-tuning of that route-to-market model, and we already have operations in Brazil that are connected to that more direct route. So, this is not a real big change for us. It's a subtle change; could be $0.01 or so. And then, we had some business that was primarily in the third quarter in the past that really landed into the second quarter. About $0.03 of the total here was because of that. And that was mostly in Asia. We had insecticide volumes and corn volumes. So, you're right on momentum. We're going to carry some strong momentum with Leptra going forward. The summer launch has gone really well. Clearly, one of the largest ramp-ups in our Pioneer history down there. And a few of the comps actually will look pretty good, too, in the fourth quarter compared to last year, when you think about what happened to that insect control market. So, that explains how that sort of lines out.
Vincent Stephen Andrews - Morgan Stanley & Co. LLC:
And as just a follow-up, in the U.S., for next year, it looks like the crop people keep revising their yield forecasts higher. You referenced there's plenty of seed inventory around already. Did you – from a seed production perspective, did you sort of curtail your production plans for next year? So, do you think inventory of seed going into next year – if yields stay where they're expected to go, do you think the inventory situation is going to be better or worse in 2017?
James C. Collins - Executive Vice President-Agriculture:
We already had a pretty aggressive inventory plan going into 2016. As we said before, we started making adjustments in our operating plan a year and a half or almost two years ago, seeing this real tough commodity price market coming at us and knowing that we had to get out ahead of that to manage inventory. So, yeah, we did take some adjustments as we went into this season, and we're taking a real hard look at that as we go forward. You know that the crop that went in the ground and the seed production that we have in the ground looks really, really good right now. Yields look good. Market conditions look great. So, even though we dialed it back, we could still see a little upward pressure there on overall inventories.
Operator:
Thank you. And our next question comes from Bob Koort from Goldman Sachs.
Robert Andrew Koort - Goldman Sachs & Co.:
Thanks. Maybe continuing on with Jim, if I could. Jim, I was curious on plans for Intacta in South America. I know you've got a license in Brazil, but you're also moving forward with the Dermacor product. So, are those mutually exclusive or are they additive? And then, also, could you talk more about what led to some of your soybean volume decline?
James C. Collins - Executive Vice President-Agriculture:
Yeah. So, you're right. We just recently announced the Intacta license and the ability to introduce that product into the Brazilian market. The way I, first of all, look at it is I think about that technology opposite the discussions that we're having with Dow and the opportunity with Contesta. (34:02) Today, Intacta is commercialized. It's available to us. It allows us to practice in that technology. And then, we remain excited about what that future looks like as well. So, we don't see those two technologies as competing. We see that, over time, there's an opportunity. It allows us to offer many more choices in the marketplace for our customers. When you look at seed treatment, Dermacor, we see that as a complementary offering when we compare it and combine it with the Intacta and the rest of our varieties that we sell into that market. So, on soybean share/volumes, clearly, our volumes in Latin America were impacted by the lack of technology that we had available to us and this license helps us solve that. And in North America, we've been going through a pretty dramatic conversion of our base varieties. You'll recognize the T Series launch that we've talked a lot about. We're approaching now this season, about 80% of our lineup has been converted over to T Series. And we use the new breeding techniques, this advanced yield platform that we have with Pioneer. So, it's just a conversion. We're excited about the momentum that we're carrying going forward. And now that we've got this full technology lineup, we'll see how things shape up 2017 and beyond.
Robert Andrew Koort - Goldman Sachs & Co.:
And if I might ask on corn, you had a quite commendable result there. You actually got some pricing, which seems pretty impressive given what's happened in the commodity markets. So, now, we've got corn even lower. Do you worry you'll compromise the ability to get price going into next year? Is it possible, like, back in the pre-biotech days, you could actually have new hybrids come out without a price lift? Or how do you sort of size up the market in light of this even more crimped farmer income situation?
James C. Collins - Executive Vice President-Agriculture:
Yeah. Thanks for acknowledging the performance in the first half. You're right. A lot of that price came from mix, and it's a tribute to the new technology that we had out there in the marketplace, especially in corn, in North America that really led the way. So, when we think about pricing going forward, it clearly is a value equation. We price for value. We price for the genetic mix that we have out there. When you look forward to 2017, it's a little early right now to really be speculating on what that market looks like. I think you're right. We've got a crop in the ground that looks really darn good, and it will put some downward pressure on corn commodity prices. And so when we think about our price launch here later this year, we take two or three factors into the equation. First, the technology lineup we have. Second, the mix and the geographic lineup. And then, third, the economic conditions that our customers are facing, and we'll price accordingly to the value that we're delivering.
Operator:
Thank you. Our next question comes from Jonas Oxgaard from Bernstein.
Jonas Oxgaard - Sanford C. Bernstein & Co. LLC:
Good morning.
Nicholas C. Fanandakis - Chief Financial Officer & Executive Vice President:
Good morning, Jonas.
Jonas Oxgaard - Sanford C. Bernstein & Co. LLC:
So, actually, continue talking a bit about the soybeans in North America. I – your main competitor also reported reduced soybean volumes. And I guess what I'm wondering is, so if you guys didn't sell soybeans, they didn't sell soybeans, who sold the soybeans?
James C. Collins - Executive Vice President-Agriculture:
Well, again, it's a little early to speculate until we, kind of, see final yields and final data that comes in. This was a really competitive environment that was out there this year. And so, we're evaluating that. You think about the year-over-year acre numbers that we saw the USDA recently published USDA acres. I think you're seeing some of those volumes consistent with those acre numbers. So, overall, we'll see how it shakes out. But my view might also be that local, regional and some of the retail brands also had pretty strong performance this past year, so...
Jonas Oxgaard - Sanford C. Bernstein & Co. LLC:
Okay. And a follow-up, if you don't mind, on the crop protection side. So, in Q1, you had an 18% drop in crop protection due to the closure of La Porte. La Porte is still closed, as far as I know. So, where did all this volume come from?
James C. Collins - Executive Vice President-Agriculture:
Yes. So, as we look at the second half of the year, a couple of things going on with La Porte. Last year, we sold Lannate out of inventory that we had carried over after the site closed. So, we were really working off of inventory that we had. When you then compare that to the second half of this year, we've essentially replaced our methanol volumes from – by sourcing from third parties. And then, overall, that market is down a little bit. So, the methanol year-over-year is actually about awash. Where the crop protection insect upside is coming from is really in Asia-Pacific. We saw the lead edge of that here in second quarter with the early onset of the monsoon and some favorable markets there. And then, we continue to drive the volumes of Cyazypyr with those launches. And then, our new fungicide Zorvec was also launched in Asia-Pacific, and all of those things really add up to those volumes in the second half.
Operator:
Our next question comes from David Begleiter from Deutsche Bank.
David I. Begleiter - Deutsche Bank Securities, Inc.:
Thank you. Good morning. Ed, the success you've had in the cost savings year-to-date, did that increase your confidence in realizing the cost savings that the combined Dow/DuPont are perhaps exceeding that $3 billion target?
Edward D. Breen - Chairman & Chief Executive Officer:
Yeah. I mean, look, we're off to a very good start six months into it. In fact, we're very far through the billion-dollar cost reduction on a run rate basis that we talked about for us this year. So, yeah, we're feeling very good about it. I wouldn't say my confidence is higher because of what we did this year. My confidence in the $3 billion of synergies on the Dow/DuPont merger are more because we now are digging line-by-line into all the detail. And as we mentioned earlier, we've identified 80% to 85% literally line-by-line of where the cost reductions are coming from to get us to at least the $3 billion. So, we do have the teams shooting higher than $3 billion. I don't want to target that number yet and get that out there. I think it's a little bit early, but we are targeting higher than that. My personal opinion, having done this many times before, is that once the purchasing teams can really dig into the detail and they can't do everything yet because we're not merged and that's one area you're not allowed to overlap on any contracts. But when they're allowed, with a $37 billion spend between Dow and DuPont, I'm used to seeing numbers on savings that are more significant than the numbers that we have highlighted to you so far. So, I'm viewing this $37 billion pot of opportunity as an area where we can get some upside to the plan. And it would be awful nice to get it there because that's not head count related, and we can really lock that in for a few years. So, I'm highly confident we're going to have at least the three. As I highlighted, this will really, in my opinion, be one of the most important things that we will do with the MergeCo board, as it really is a big part of the value creation, at least, initially when we put these companies together. So, I'm feeling very bullish about it. And clearly, we will accomplish what we told you we'll do this year. Remember, the $730 million on a net basis we're going to save this year, I think you can see is lining up very nicely. I would highlight to you that our comp in the third quarter on the savings is tougher because we had a reversal of our bonus variable pay last year because of the performance of the company last year that was fairly significant, and then we also had a decent restructuring in the third quarter last year which reduced our cost. So, when you net it out, you'll see that the comp gets a little bit harder. But still, we're going to be saving at a billion dollar run rate exiting the year to get you to $730 million that you'll actually see in the P&L numbers this year.
David I. Begleiter - Deutsche Bank Securities, Inc.:
Very good. Ed, just one more thing. When you look at the potential combination, the ultimate three-way separation, any further thoughts on the optimal structure of the new companies? Is this three-company structure right now the best approach? Could it be four or five companies? Any further thoughts on the ultimate separation of Dow/DuPont?
Edward D. Breen - Chairman & Chief Executive Officer:
Yes – no, look, I would just say, David, that, look, obviously, this is the agreement that we came to think it's very good the way we have it structured. If Dow and DuPont and Andrew and I or any of us, we think there's something more optimal to do with the mix of businesses, we certainly can look at that in MergeCo., and that would require a 2/3 vote of the MergeCo. board to make a change like that. But we'll always look at things if something could create better long-term value for shareholders. But the path we're all on is the path we're on and headed down right now.
Operator:
Thank you. Our next question comes from Steve Byrne from Bank of America.
Stephen Byrne - Bank of America Merrill Lynch:
Yes. Thank you. Ed, I was wondering what your view is on this next stage of antitrust review. What country or regulatory agency are you most concerned about either requiring potentially the most concessions or maybe just the uncertainty and timing of it all that may drag it out? Where are you the most concerned?
Edward D. Breen - Chairman & Chief Executive Officer:
Well, I mean, there's four large markets that really matter significantly here. China, Brazil, and I say countries but one's a region, the EU and the U.S. So, that's the four big regulatory ones. Dow and DuPont are already in deep conversation with all the relevant agencies in those jurisdictions. So, we're not beginning. We're getting deep into it. You might have saw the other day. I think it came out that there might be some remedies. We always went into this saying we would be ready on remedies, if that were needed. So, we're hoping that that helps out the timeline. So, having said that, I'm not naive. This is a huge merger. Although we are going to split into three, but it is a huge merger and I'm sure it's going to get a thorough review. But looking at the timeline, I still think we're on a timeline by the end of the calendar year to accomplish this.
Stephen Byrne - Bank of America Merrill Lynch:
And then, one for you, Jim. As you think about the impact of lower crop commodity prices on demand for crop chemicals, are you more concerned that it could just lead to less demand, more discretionary use of crop chemicals or a shift down in – to more generics? And do you think you can offset some of that with your approach to offering financing to growers and attracting both seed and chemical purchases at the same time?
James C. Collins - Executive Vice President-Agriculture:
Yeah. Steve, you're right, it's always a possibility in a difficult market like we're facing now and that we're heading into that as a grower prioritizes the spend. Clearly, the focus on seed and to get my equipment and my land rented. get all of my inputs and fertilizer paid for, that crop protection spend is usually the last dollar spent. So, we've got a lot of experience with that. At the same time, productivity is the name of the game. And even in a tough market like this, growers will invest in a crop to drive as many bushels off of those acres as they possibly can. So, that's clearly a balance there. And we like the lineup of products that we have out there in the market and we price them right to deliver the right kind of value for that. And we're always looking for other ways to deliver those type of products, whether it's through seed treatment and other key routes. So, we've been here before. We know how to operate in these markets, and we've got a good team that's heavily focused on it. Eyes wide open, we're looking forward here to make sure that we're taking the steps right now today to continue to be competitive going into that 2017 market.
Operator:
Our next question comes from P.J. Juvekar from Citigroup.
P.J. Juvekar - Citigroup Global Markets, Inc. (Broker):
Yes. Hi, good morning. A question on R&D. In the first half, your R&D costs dropped by $125 million to $850 million. So, what do you think should be the run rate R&D expense for DuPont standalone and then maybe some comments on R&D synergies with DuPont/Dow or Dow/DuPont?
Edward D. Breen - Chairman & Chief Executive Officer:
Look, the standalone – and probably, this has historically been the number on R&D for, gosh, the last ten years whether you look at it as a percentage of sales or just a dollar basis. Look, we're running it and sort of annualizing your number. We're running around $1.7 billion in total spend, and that feels about appropriate. The two years before that, it was just – as you've mentioned, it was slightly higher, but the run rate historically has been kind of running right around that on a percentage of sales basis very similar also. But once we do the merge, our anticipation is there's very little of our cost cutting. It's only going to be where there's really overlap on identical things in the R&D area. We obviously want a hefty R&D. We especially want it in the Ag business. We want to be one of the top spenders, if not the top spender in R&D in Ag. But we'll move some of that around to some other new product areas that we can work on instead of duplicating some efforts with Dow. I think probably that will be just great for the farm community and our farmers and our customers, there'll be more choice for them over the ensuing years, if we get that right.
P.J. Juvekar - Citigroup Global Markets, Inc. (Broker):
Thank you. And on seed pricing, can you talk about pricing regionally? Maybe talk a little bit about U.S. versus Latin America. And how much of the FX impact in Latin America were you able to recover through pricing? Thank you.
James C. Collins - Executive Vice President-Agriculture:
So, on the seed side, as I mentioned earlier, a big part of our price increases came from mix and it was tied to the lineup of new genetics that we had out in the marketplace. The majority of our crop protection price increases were aggressive actions that we took specifically to offset the negative impacts of currency in Latin America. So, as I said earlier in the opening comments, this is the second quarter in a row where we've been able to fully offset the impact of the currency because we have it out there ahead of it. And then, again, we talked about pricing before. Overall, we take a holistic look at price. Some of it is mix and technology. And a lot of it has to do with the value that that product delivers, and we differentially price our products in core markets almost down to the zip code level, so you see a lot of differences in the way we position. The final aspect of price for us globally that has been very positive in Latin America has been the launch of our new technology with Leptra. We had a good view of it in the se premia (50:41) season. This ramp-up in the summer season is probably one of the largest ramp-ups in our history and where we're going to feel the benefits of that as well.
Operator:
Our next question comes from Frank Mitsch from Wells Fargo Securities.
Frank J. Mitsch - Wells Fargo Securities LLC:
Good morning, gentlemen, and nice results.
Nicholas C. Fanandakis - Chief Financial Officer & Executive Vice President:
Thanks, Frank.
Frank J. Mitsch - Wells Fargo Securities LLC:
What are the chances that this is the last DuPont conference call in DuPont's current configuration?
Nicholas C. Fanandakis - Chief Financial Officer & Executive Vice President:
My gut is there's one more.
Frank J. Mitsch - Wells Fargo Securities LLC:
It'll be close, I think. Don't you think?
Nicholas C. Fanandakis - Chief Financial Officer & Executive Vice President:
Well, I hope.
Frank J. Mitsch - Wells Fargo Securities LLC:
Fair enough. Hey, a bigger picture question, Ed. You mentioned early on that you were pleased with the performance of the company and the sales figure, although down 1%. It kind of caught me a little bit cold, I guess. But I understand that it is a difficult macro environment. You also mentioned that volumes were up in all regions except for Europe. Can you expand upon what are you seeing from a pace of business perspective around the world and what the expectation is?
Edward D. Breen - Chairman & Chief Executive Officer:
Yeah. Frank, one of the reasons I made the comment on sales – I sure hate to brag about a sales number that's around zero, but – and I'm not. We always want to strive to do better. But just to give a little backdrop, the reason it feels better is we were plus 1% organically. For the whole company, we were plus 2% on a volume basis. And the quarters before that, four or five quarters before that, organically, we were kind of running a negative 2%. So, we've seen a shift of about 3%, which is not insignificant. So, that's really, I think, the key change there. But I think to the bigger backdrop of what you just said, I mean, the global economy is – industrial production globally is growing 1%, and that's even down a little bit from last year. GDP has been lower because of Brexit, maybe, with Europe, so that's kind of running around 2% to 2.5%. So, we're kind of not running out of line any differently than anyone else. And probably, you were accurate on your points on a worldwide basis. Our volume was up in North America, it was up in Latin America, it was up in Asia and it was down some in Europe. So, again, that was an improvement from where we had been running also. We're not planning on this environment changing. We're planning our rest of 2016 and 2017 to be just kind of how the world is right now. And so, we'll make smart decisions. And if things do improve for us, all the better for us, but we're not going to plan that way.
Operator:
Our next question comes from John Roberts from UBS.
John Roberts - UBS Securities LLC:
Thank you. Ed, what's the timetable for announcing the full board of Dow/DuPont?
Edward D. Breen - Chairman & Chief Executive Officer:
Yeah, it will be announced before the merger, for sure. I'm hoping not too far here down the road. We're pretty far along at both ends on who those candidates will be. We're just working on a couple still. And hopefully, not too far from now, we'll get it out.
John Roberts - UBS Securities LLC:
And then, you gave volume growth by region and you gave it by segment, but we don't get the matrix. The 1% volume growth in North America, at least directionally, could you parse that apart a little bit for us? I assume Performance Materials was up a lot against the outage a year ago. Was that largely offset by the Protection Solutions segment, given that oil and gas weakness and military would have largely been in the U.S.?
Nicholas C. Fanandakis - Chief Financial Officer & Executive Vice President:
Yeah. And when you look at it, in North America, we had volume up in Nutrition & Health
Edward D. Breen - Chairman & Chief Executive Officer:
And military.
Nicholas C. Fanandakis - Chief Financial Officer & Executive Vice President:
And military as well, yeah.
Operator:
Thank you. Our next question...
Edward D. Breen - Chairman & Chief Executive Officer:
And electronics also is one where we're seeing, on the consumer electronic side, probably I think as everyone else has been reporting for the last three to four months, softness on that end of the market. And we think that picks up slightly in the second half. Originally, we are planning a bigger lift, but we've kind of dialed that back a little, thinking we'll just see a slight lift as we go into the holiday season.
Operator:
Our next question comes from Arun Viswanathan from RBC Capital Markets.
Daniel DiCicco - RBC Capital Markets LLC:
Hi. This is Dan DiCicco on for Arun. Thank you for taking my question. Just wondering if you guys could talk about your outlook for ethylene prices in the back half of the year. We've seen spot kind of come up recently. Do you guys think this is sustainable? And then, what happens kind of following the heavy maintenance season here as we have crackers restart and then some new capacity comes on?
James C. Collins - Executive Vice President-Agriculture:
When you look at our ethylene play or our presence there, it's relatively small, right? We're about 2% of the total U.S. capacity. When you look at how our product is handled, about half of our ethylene is consumed internally. And then, of the other half, half of that is on a long-term contract and then that last 25% is sold in the external market. So, relatively small in the external market. More specifically around your question of where do we see some of that spot market going, we see the quarter three continued decline somewhere in the mid- to upper-teens from a percent basis and pretty flat from in quarter four.
Daniel DiCicco - RBC Capital Markets LLC:
Okay. Great. Thanks. And then, just as a follow-up, excluding autos, are you guys seeing any strength out of any particular end markets or regions that you guys would like to highlight? I know you mentioned some previously, but is there anything else you guys might be looking at?
James C. Collins - Executive Vice President-Agriculture:
Well, I mean, we saw strength, as you mentioned, in Asia, but specifically in China is where we saw a tremendous amount of the strength as well as North America. Those would be the two key auto markets where we saw a lot of the volume increase being driven from.
Gregory R. Friedman - Vice President-Investor Relations:
And we're up to our last question.
Operator:
Our final question comes from Sandy Klugman from Vertical Research Partners.
Sandy H. Klugman - Vertical Research Partners LLC:
Good morning. Ed, you've highlighted in the past the $1 billion opportunity in working capital, but noted that this would take more time to achieve than other productivity initiatives. Could you provide an update on where the company currently stands relative to your longer-term working capital targets?
Gregory R. Friedman - Vice President-Investor Relations:
Yeah. Sandy, we just launched that program just about a quarter – I guess the middle of the first quarter. We didn't start that with everything else we had going on for a few months. And I actually feel good about it, the traction we have. So, half way through the year, our free cash flow is about a billion dollars better year-over-year than last year. So, that was a nice improvement. But what was nice we got some initial traction out of the chute on working capital, about $200 million of that billion-dollar improvement in cash was from working capital. Almost all of the working capital improvement was on the inventory side and in the receivable side because of what Jim Collins talked about on Ag. My gut is it's just going to be harder to move the needle as quick, although we have programs. We're working on it. But – so having said that, I think getting $200 million kind of almost one quarter into the program on our billion-dollar opportunity was pretty darn good. And again, over the intermediate period, I do think we're entitled to about $1 billion, maybe a little bit more of opportunity. But I will tell you, Nick and I, as I said in my prepared remarks, we talk about this in every operating review meeting with the presidents. We all have very detailed programs now. It's just like anything else, when you focus on it and spend time on it, you will get it fixed. So it was nice to see the initial traction, you know, so far.
Sandy H. Klugman - Vertical Research Partners LLC:
Okay. Great. Thank you. And then, a follow-up on the cost-saving opportunities in Ag. Beyond the $1 billion, I think there were some additional opportunities highlighted from the potential for the Ag business to migrate to an existing SAP platform rather than establishing a new platform. I was wondering if there were any updated thoughts on this area. And if so, what type of upside potential do you see.
Edward D. Breen - Chairman & Chief Executive Officer:
Yeah. We haven't scoped the full upside potential but it's down the road, and we're just not spending time on that. To give you the overview, we're waiting on a more integrated system until we get to the spin stage. What we've got to do in the interim is come up with a high level layer that makes all the systems talk to each other. Jim Collins and the team are going to make sure obviously that's happening in Ag, that will happen in the specialty company. Dow will obviously stay with their SAP system and layer on our Performance Materials business onto that fairly easily. But what we will then do when we get closer to spin is really start to work – actually, DuPont had spent a lot of time on the latest SAP system and start an integration process then. And that's where we will get G&A savings when we get to that point. But that is clearly going to wait until we get through the synergy work with MergeCo and then we'll launch into that.
Gregory R. Friedman - Vice President-Investor Relations:
Thank you for joining the call today, and we very much appreciate your interest in DuPont.
Operator:
Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect.
Executives:
Gregory R. Friedman - Vice President of Investor Relations Edward D. Breen - Chair of the Board and Chief Executive Officer Nicholas C. Fanandakis - Executive Vice President and Chief Financial Officer James C. Collins - Executive Vice President of Agriculture segment
Analysts:
David Begleiter - Deutsche Bank Jeffrey Zekauskas - J.P. Morgan Securities Inc. Don Carson - Susquehanna Financial Group, LLLP Jonas Oxgaard - Sanford C. Bernstein & Co. Frank Mitsch - Wells Fargo Securities, LLC Vincent Andrews - Morgan Stanley & Co. Steve Byrne - Bank of America Merrill Lynch P.J. Juvekar - Citigroup Sandy Klugman - Vertical Research Partners
Operator:
Welcome to the DuPont First Quarter 2016 Conference Call. My name is John and I will be your operator for today’s call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Please note that this conference is being recorded. I'm going to now turn the call over to Greg Friedman, Vice President of Investor Relations. Greg, you may begin.
Gregory R. Friedman:
Thank you, John. Good morning everyone and welcome. Thank you for joining us to cover DuPont’s first quarter 2016 performance. Joining me today are Ed Breen, Chair and CEO, Nick Fanandakis, Executive Vice President and CFO and Jim Collins, Executive Vice President responsible for our Agriculture segment. The slides for today’s presentation and corresponding segment commentary can be found on our website along with our news release. During the course of this conference call, we will make forward-looking statements and I direct you to slide one for our disclaimers. All statements that address expectations or projections about the future are forward-looking statements. Although they reflect our current expectations, these statements are not guarantees of future performance, but involve a number of risks and assumptions. We urge you to review DuPont’s SEC filings for a discussion of some of the factors that could cause actual results to differ materially. We will also refer to non-GAAP measures. We request that you review the reconciliations to GAAP statements provided with our earnings news release and today’s slides, which are posted on our website. Our agenda today, we’ll start with Ed providing his perspective on this morning’s then Nick will review our first quarter financial performance and 2016 guidance. Third, Jim will discuss our agriculture business. We will then take your questions. With that introduction, it’s now my pleasure to turn the call over to Ed.
Edward D. Breen:
Thank you, Greg and good morning everyone. I would like to share my perspective on the first quarter, then I’ll update you on our progress with our three critical initiatives as well as our plan merger equals with Dow. Overall, I was pleased with how the business performed in the first quarter. Despite continued challenges in the macroeconomic environment, we delivered operating earnings of $1.26 per share even with last year’s quarter. Excluding $0.10 per share of negative currency, operating earnings rose 8%. Sales decline 2%, excluding currency reflecting the current environment. The weakening U.S. dollar gave us some relief. I don’t want to steal any thunder from Jim, but it’s worth saying a couple of things about Ag’s first quarter. Much of the quarter’s strength was due to Ag. Solid execution in Ag, our largest segment enabled a strong start to the North American corn season. I’m also very pleased with our results in this Safrinha season as we delivered strong volume growth. Nick and Jim will comment more on all that in a moment. Looking beyond Ag, as I mentioned most of our other segments performed well. One we’re calling out is Nutrition & Health, where we had broad based volume growth and significant operating margin expansion. Let me give you a couple of examples of new products are contributed to our growth N&H. First, [Supero] (Ph) our new best-in-class protein isolated soy protein for dry-powdered beverages and second, our new long life Greek yogurts in China. Probiotics increased sales 30% as our productivity efforts have freed up capacity to respond to strong customer demand. I was pleased to see operating margins expand in four of our six segments including progress with our global cost savings and restructuring plan. In some, most of our businesses exceeded our expectations for the quarter. We had a good start to the year. Yet planting is just beginning in the Northern Hemisphere and at this point it’s too early to call the Europe for Ag. There are still number of difficult macro variables and we want to see how those factors play out. Now, let me give you an update on our progress with the three critical priorities, I outlined when I became CEO. As a reminder, we said, we were committed to shrinking our cost structure, improving our working capital performance and reducing our capital expenditures. We strongly believe we need to improve our performance in all three areas as we want the benchmark against best-in-class companies in all of our businesses. The encouraging part is the quality of a leadership including their desire to win, which has impress me about DuPont from the start. The point of our global cost savings and restructuring plan is to strengthen the competitiveness of our business while reducing our cost by $1 billion on a run rate basis by year-end. Consistent with this target, we plan to show you a net year-over-year saving of $730 million for full-year 2016. We made good progress with this objective in the first quarter, in fact we are exiting quarter down about $135 million in operating cost mainly in SG&A. One area where we’ve taken significant action is corporate cost. Already year-over-year we are down 44% on an operating earnings basis. I applaud the team for their hard work in getting us here. This quarter puts us well on our way toward a $200 million year-over-year reductions in corporate cost. Also our global cost savings and restructuring plan is separate from an incremental to the cost synergies we expect to capture in connection with our planned merger of equals with Dow. The actions we have taken to abolish the Matrix organization have given our businesses full control of their P&Ls enabling faster decision making. The company is visibly moving at a faster clip. Turning to working capital, earlier we set goals for improvements by business for 2016. In the first quarter, we launched a companywide project to improve working capital, we see opportunity in inventory first and foremost, but also in payable and receivables. Our first quarter results reflect our focus on working capital and capital spending resulting in a $300 million improvement in free cash flow year-over-year excluding Chemours. We continue to expect to deliver improvements in working capital over the medium term. That said, this year’s working capital performance will reflect pressure from our cost reductions program including severance payments, which are necessary to support our long-term objectives. Our capital spending in 2016 is expected to total $1.1 billion down from $1.4 billion last year excluding Chemours. That’s a decline of 21%. We spent about $360 million of CapEx in the first quarter and we reviewed each and every dollar before we spend it with a close eye on expected returns. Our first quarter CapEx spend is 14% below last year, again excluding [indiscernible]. As we work towards our planned merger with Dow and intended separations for three highly focused independent businesses, I’m pleased with the progress that teams are making. We achieved a number of milestones towards closing the merger in recent weeks. On March 1, we filed our initial Form S-4 full registration statement and recently filed the first amendment. That process is proceeding along smoothly. The Form S-4 will become effective after we complete the review process with the SEC, which we currently anticipate will be no later than the end of the second quarter. The special stockholders meeting for both companies shareholders to vote on the merger will take place thereafter. We also have submitted key regulatory filings related to the merger in the major jurisdictions where we operate. We always expected a thorough review process and we are working closely with regulators and all the relevant jurisdictions to complete that process. We continue to expect to complete the merger in the second half of 2016, subject to shareholder and regulatory approval. Integration planning is well underway. We have formed a joint integration management office. Dow and DuPont are working directly together on plans to execute the merger, capture synergies and prepare for the intended business separations. The team is working diligently to develop execution ready plans to ensure we can quickly integrate the merger, capture our anticipated cost and revenue synergies and begin to operate as independent business units as soon as possible after the merger closes. In coordination between with the joint integration management office, each of the three businesses is working to identify and plan for the right operating structure for their specific needs. Another important point I would like to make is our synergy targets for the combined company remain on track. We have 27 teams focused on different categories of cost and they are very clear about the goal is. Our confident in the targets we established in December has done nothing but go up. After diving into the details, we continue to believe there will be at least $3 billion in cost and $1 billion in growth synergies on a run rate basis. We have benchmarked cost against industry peer alongside McKenzie and they have confirmed that the $3 billion is achievable. We continue to expect to capture $1.3 billion in Ag, $1.5 billion in Material Science and $300 million in Specialty Product cost synergies. Now I would like to ask Nick to take us through the financials and outlook in more detail.
Nicholas C. Fanandakis:
Thank you Ed. Let’s start with the details of the first quarter on Slide 3. Operating earnings of a $1.26 per share were even with prior year and up 8% year-over-year when adjusted for currency. Solid execution in a tough macro environment particularly on cost savings and a strong start to the North American corn season in Ag positively impacted the quarter. Excluding currency, consolidated net sales for the quarter declines 2%. Local pricing gains in Ag and industrial bioscience and volume growth in Nutrition & Health were more than offset by declines in most of the remaining segments. Currency continued to negatively impact sales by an additional four percentage points in the quarter. I would like to highlight where we’ve seen some positives from a regional perspective particularly in our developing markets, which represented above 30% of our first quarter sales. In the quarter, sales in developing markets were up 5% year-over-year excluding currency. The volume growth was primarily driven by Agriculture and Nutrition & Health in Europe and Asia Pacific principally China. Local pricing gains in Latin America and Europe were a result of mix enrichments and actions to offset currency primarily within Agriculture. Turning to Slide 4, consistent with prior quarters currency was a significant headwind to segment results. Segment results when you exclude currency were up $0.02 per share in the quarter on cost savings, local price and product mix gains in agriculture and industrial biosciences and volume growth in Nutrition & Health. Lower corporate expenses and interest contributed $0.05 to earnings in the quarter. Corporate expenses on an operating earnings basis were 44% lower than the prior year as a result of our 2016 cost savings program. A lower share count benefitted the quarter by $0.05. In 2015, we completed a $2 billion accelerated share repurchase program using proceeds from the Chemours separation and we’re seeing the full benefit of this program here. A decrease in net after tax exchange losses contributed $0.02 to earnings in the quarter. A higher tax rate reduced operating EPS by $0.04 in the quarter due to our geographic mix of earnings. Let’s turn to the first quarter segment operating earnings analysis on Slide 5. Operating earnings growth in Nutrition & Health, Industrial Biosciences and Protection Solutions was more than offset by declines in the other segments. Nutrition & Health increased on a broad base volume growth and cost savings, which more than offset the negative currency that they saw. Operating margins in this segment improved 240 basis points and have grown year-over-year for 11 consecutive quarters. Growth in Industrial Biosciences reflected pricing gains on new product introductions in BioActives. Increased demand for Biomaterials and the absence of prior year one-time cost in Clean Technologies. Operating margins improved 250 basis points in the quarter for industrial Biosciences. Protection Solutions’ operating earnings increased $9 million as lower cost and improved plant utilization at the Chambers Work facility were partially offset by lower volumes in the negative currency impact. Operating margins improved 300 basis points in the quarter here. In Electronics & Communication, operating earnings decreased $20 million as cost savings and increased demand for Tedlar film were more than offset by competitive pressures in Solamet paste, lower demand in consumer electronics and a $16 million litigation expense. I would like to highlight that while volume in Solamet paste were down year-over-year, we did see sequential volume growth from the fourth quarter of 2015 and we grew market share following the launch of our PV19B late last year. Agricultural operating earnings declined $37 million year-over-year as local price and products mix gains and cost savings were more than offset by an $83 million negative currency impact, lower volumes and about $40 million negative impact from the port shutdown due to loss sales in inventory write-offs. Jim will provide further details of the first quarter performance with agriculture later in the call. Performance Materials’ operating earnings decline $44 million as lower cost and increased demand in Asia Pacific automotive markets were more than offset by lower demand for ethylene and ethylene based products, lower local price and negative impact from currency. The price decline was driven by lower ethylene prices as average spot prices were down approximately 50% year-over-year when we saw competitive pressure in commoditized products. As a reminder, the slides with segment commentary are posted on the investor centre website under events and presentations. I encourage you to refer to those slides for further details on segment results including our expectations for the second quarter and for the full-year 2016. Turning to the balance sheet on Slide 6. We maintained our strong balance sheet position during the quarter. Negative free cash flow of $2.2 billion reflects agriculture’s typical seasonal cash outflow in the quarter. Our free cash flow improved by about $500 million year-over-year was about $200 million of improvement due to the absence of Chemours. The remainder of the improvement is due to lower working capital and CapEx in the first quarter. Net debt has increased in the quarter over our ending 2015 balance, which reflects our nominal seasonal shifts. Primary uses of cash in the quarter related to funding our seasonal agriculture working capital requirements, growth investments and dividends. Returning capital to our shareholders remains priority and today, we also announced that our Board of Directors has approved a second quarter dividend of $0.38 per share. Our objective is to complete 2 billion in share repurchases in 2016. However, the planned merger of equals with Dow and the associated impact from SEC rules and regulations affects our trading windows. After the shareholder vote, we will evaluate the opportunities to enter the market and plan to make repurchases. On Slide 7, the company now expects full-year 2016 operating earnings to be in the range of $3.05 to $3.20 per share from $2.95 to $3.10 previously announced. The estimated negative currency impact of a full-year 2016 is now expected to be $0.20 per share versus a previously communicated estimate of $0.30 per share. The U.S. dollar has weakened against most currencies since the estimate we provided in January. For the full-year, we now expect our base tax rate to be about 24% an increase from our prior estimate of 23% due to the geographic mix of earnings. This results in a $0.10 headwind from higher base tax rate in the outlook versus our prior year. Our guidance continues to reflect a $0.64 per share benefit from the 2016 global cost savings and restructuring plan. While the businesses outperformed our expectations in the first quarter, about half of these was due to a stronger than expected start to the season in agriculture. The remainder was due to the underlying performance of the businesses and that is what we are reflecting in our revised outlook for the full-year. From a first half 2016, we expect operating earnings to be even with prior year as the timing benefits primarily within agriculture from a stronger than expected start to North American corn season are anticipated to largely be offset in the second quarter. We continue to expect full-year net sales to be down low single-digits percent wise versus prior year due to the impact of currency and continued challenges in agriculture. Currency will continue to impact the top-line as the dollar is stronger than last year against most currencies primarily the Brazilian Real. Excluding currency, sales are expected to about even with prior year. We would expect operating earnings per share growth of 17% to 23% when we take out currency, primarily driven by the full-year benefit of cost savings. We remain cautious on our outlook for 2016 as market conditions continue to remain challenging. In agriculture, the fundamentals have not changed since the outlook we provided in January. Net farm income is declining and season crop protection suppliers have abundant of inventory globally. Economists are currently forecasting lower global industrial production in key markets including the U.S., Central and Eastern Europe and China. China’s economic slowdown continues particularly with its industrial, real estate and financial sectors impacting the Asia-Pacific region. Turning now to Slide 8. I would like to highlight where we stand on our 2016 global cost savings and restructuring plan. As we previously communicated, we expect this plan will generate $1 billion on a run rate basis, which translates into approximately $730 million of savings in 2016 versus the prior year. We expect the plan to deliver about $0.64 per share in cost reductions, which would be weighted towards the second half of 2016. For the first quarter, our operating costs, which includes SG&A, R&D and other operating charges declined about $135 million on an operating earnings basis. This represents a 7% decline in costs year-over-year. SG&A cost declined about $110 million or 9% versus last year on cost savings and currency benefits. Our corporate costs on an operating earnings basis decreased 44% year-over-year and highlights that the actions we outlined in December are truly generating results. We are on track to deliver our 2016 commitments of $200 million decrease in corporate expenses improving to about 1.3% as a percent of sales. With that, I would like to turn the call over to Jim to provide an overview of results and agriculture.
James C. Collins:
Thanks Nick. Overall, agricultural markets are playing out pretty much as we expected with famers facing challenging economic conditions and seed and crop protection suppliers having plenty of inventory globally. So we’re not seeing anything significantly different in market conditions from what we shared with you earlier this year, but even in this difficult environment, we remain focused in our executing on the variables that are within our control and I think our first quarter performance clearly illustrates that. I'm focused on three very clear priorities. First, delivering on our 2016 cost savings and operating earnings commitments and our results for the quarter indicate we’re firmly on-track to do that. Secondly, I’ve been personally spending significant time reviewing our R&D programs with our research team to ensure we’re delivering on our exciting pipeline of new genetics, biotech traits and crop protection products on schedule. Lastly, from our announced merger with Dow, our teams are working with great urgency to create a world leading production Ag business and we’re developing detailed plans to capture the $1.3 million of cost synergies. Even though, this is challenging work, you can feel the excitement of the teams. In addition to these three priorities, I also spend my time minimizing distractions, ensuring our teams keep their focus on delivering results or our stakeholders during this exciting time of change. As I mentioned, our results in the first quarter demonstrated strong execution in challenging market conditions. Results were better than we expected primarily due to higher corn area in North America. Earlier timing of shipments to customer is consistent with the strong start we had in the fourth quarter of 2015 and stronger sunflower sales in Europe based on the performance of our newest products. Currency, while still a significant headwind compared to last year was also a little better and we anticipated. What I’m proudest of, is we were able to deliver 2% higher prices across the segment even in this highly competitive market environment. In seeds, a stronger mix of Pioneer’s newest corn hybrids resulted in higher net corn price globally and most importantly in North America. In crop protection, we took decisive pricing actions to mitigate a stronger U.S. dollar in Latin America and Eastern Europe and in fact, local pricing actions fully offset the impact of currency in Latin America. Now in addition to local pricing gains, corn seed volumes were higher than the prior year from sales in North America consistent with the recent USDA reports indicating higher expected corn acres this year and in Brazil’s Safrinha season. Our increases in corn and sunflower volume were more than offset by lower insecticide sales in Latin America and in sales to other third parties. Additional offsets included the impact from the shutdown of the LaPorte manufacturing facility, and from lower soybean volumes. Now most of the decline in insecticide volumes can be tied Brazil’s low pest pressure, high industry inventories and the impact of insect protected soybean varieties. Now turning to our pipeline, as planned, we made our first sales of Zorvec fungicide for disease control in Korea, Australia and China in the first quarter. We expect Zorvec to be very competitive in the $2 billion market for blight and downy mildew control, offering potato, grape and vegetable growers consistent, long-lasting control with a favorable environmental profile. We successfully launched Leptra, insect protected corn hybrids in Brazil in the Safrinha season and initial indications of performance are good. Leptra’s strong value proposition is also allowing us to recapture price in that market. Strong customer interest and an aggressive seed production plan have us well-positioned to ramp-up Leptra to as much as a third of our volume in the upcoming summer season, in one of the fastest technology introductions in Pioneer history. In North America soybeans, we are currently introducing varieties with Roundup Ready 2 Xtend technology in a very limited launch. While we didn’t plan for large volumes, this will allow our sales reps and customers to test the performance of these soybeans as we prepare for our full launch in 2017, pending regulatory approvals. In addition to all of that, we had a really exciting announcement this past week. We announced our intention to commercialize our first corn hybrids, developed through the application of CRISPR-Cas advanced breeding technology within the five years. While this is a first step, our initial CRISPR-Cas offering allows us to lay a solid foundation for success for future products developed with this important innovation in plant breeding. We now anticipate results for the full-year to be a little stronger than what we shared with you in January, primarily due to the recent weakening of the dollar against many global currencies, including the real, and from higher corn planted area. This will be partially offset by the shift of a portion of our fourth quarter seed sales to first quarter 2017. This is a result of the enhancements we are making to our pioneer business as we transition to an agency based route to market approach in the Southern U.S. similar to the Advantage approach we take in the Midwest. Additionally, we’ll have some unplanned cost as a result of our recent decision regarding the LaPorte insecticide unit from the write-off and disposal of in process inventory and to dismantle the facility. We had a good start to the year, we have a lot going on in agriculture and I’m very excited about the progress. I’m confident the team is focused on delivering on our commitments, preparing for the merger and advancing our pipeline. Now, I’ll turn it back to Greg.
Gregory R. Friedman:
Thanks Jim. We will now open the lines for the questions. John if you could please provide the instructions.
Operator:
We will now begin the question-and-answer session [Operator Instructions] Our first question comes from David Begleiter of Deutsche Bank.
David Begleiter:
Thank you, good morning. There has been some talk about aggressive seed prices discounting in the U.S. this season. Could you address those concerns and how you are addressing that issues?
James C. Collins:
Yes, great, thanks for that questions. We know those comments are out there. As we said back in January, we just weren’t seeing much change in the conditions in the marketplace from where we launched, back in August or September. So we've had our pricing cards out there for a number of months. So when I look at pricing, I think of it in that area I think of it in three specific ways. First is card price and that’s that the year-over-year same technology, same market card pricing and as we said back in January, our card pricing in generally flat year-over-year. The second impact in our numbers then would be due to mix and we’re seeing strong demand in our order book for our newest technology. About 50% of our line-up in North America is from genetics that we’ve put in the market in the last two years. So as growers have a chance to look at that two consecutive years in our yield trials they really jumped on that. So we’re seeing a nice lift in overall mix. And then last would be in the discounting area and so these discounts come in a number of different area whether its early or early buy discounts or cash discounts and overall I would say we’re seeing maybe a slightly elevated level of discounts, but nothing really out of the ordinary that you might expect. Folks took a good advantage of some of programs that we had out there. I would also remind you that our direct sales model in North America gives us great visibility of our products and our pricing, especially at that net price levels. So we see almost on a real-time basis purchases and what is going there. So I think overall what this speaks to is a strong focus by our organization and a execution intensity in really driving the plan that we put out there back in August and September.
David Begleiter:
Very good. Ed and Nick Just on performance materials. Can you look at the business ex-ethylene of underlying business due this quarter?
Edward D. Breen:
Yes, when you look at the performance materials business, ethylene obviously did have a impact because spot prices were so much lower David as you know on a year-over-year basis like 50% down. But if you would have take that out the automotive segment was up slightly in Asia, almost a point, Europe up 1.7, North America was kind of flattish auto bills, but we did see a fairly good demand outside of the ethylene impact that you saw within that segment.
David Begleiter:
Thank you very much.
Operator:
Our next question is from Jeff Zekauskas from JP Morgan.
Jeffrey Zekauskas:
Hi good morning. Ed it sounded like you are optimistic about the working capital for the year and agriculture is coming in pretty much the way you thought it was. So do you have a working capital target, how much you think things will be better year-over-year either inclusive of the titanium dioxide separation or without it?
Edward D. Breen:
We just introduced our working capital program in the first quarter, so we just got those launch, we were studying in detail in the fourth quarter what we thought the opportunity was. And over the medium term, I think we said last time, the opportunity looks like it’s a good $1 billion dollars to a $1.3 billion somewhere in that range, what I call more best-in-class performance. So we have a big opportunity there, mostly it’s the biggest piece in inventory, so we’re very, very focused there. And you know we are going to have some headwind this year, as I mentioned in my prepared remarks, because of severance cost and all that. So again that’s for the benefit of the company going forward, but if this won’t happen just this year, we clearly will have traction this year. I think if you saw in the first quarter, we had slight improvement already in working capital and generated additional $300 million of free cash flow over this year over last year also because CapEx the way was lower by 14% year-over-year. So, we’re starting to get really good focus Nick and I had operating reviews with every business over the last week and working capital was a big part of the conversation with the teams. So I feel that confident will build momentum as the year goes.
Jeffrey Zekauskas:
The CapEx for the year is supposed to be $1.1 billion, but you spent 360 in the first quarter. So you are annualizing at 1.4. Why was the CapEx so high in the first quarter? What did you spend on? And then do you really expect it to sharply drop in the second?
Edward D. Breen:
Okay. Now if you look back at last year, our first quarter is always our high quarter the way we account for. Even having said that with us at the higher, this number, this quarter, we’re still were 14% below last year. So we’re trending properly, we said we will be down 21% for the year on CapEx. So when you look at our second quarter, there is a major drop off in CapEx spending in the plan. We’re more front-end loaded, because the maintenance work that happens end of year, beginning a year and it’s just the seasonality of it. So we will definitely nail the $1.1 million.
Jeffrey Zekauskas:
Okay, great. Thank you so much.
Edward D. Breen:
Thank you.
Operator:
Our next question is from Don Carson from Susquehanna Financial.
Don Carson:
Thank you. Follow-up for Jim on Ag. Jim, crop protection was down 18% sales year-over-year in Q1. How do you expect that to unfold over the year and as you look at the year as a whole are you expecting corn seed share to be up in North America, or are you just being up in line with the increased market acreage?
James C. Collins:
Well let’s talk about the crop protection first. You are right, you did see some pretty significant declines in volume in the first quarter that was mostly tied to the insecticide business and a bulk of that in Brazil and we’re still chasing two consecutive years of low pest pressure there. We’re feeling the impact of insect protected varieties of soybeans that are in that market. And overall, I would say channel inventories there are still pretty elevated based on the two-years. Our insecticide business as well and crop protection we’re feeling the impact of the LaPorte shutdown that we had. Most of that is related to Vydate. We’ve essentially replaced all of the methanol that we have been selling in previous years now through third-parties, but it’s just been really tough to find good quality sources of [oxymill] (Ph). So you are seeing some of that year-over-year. As we get into the second half of the year, we continue to drive the launches of Cyazypyr around the world. If I separate Brazil, Rynaxypyr sales growth has grown volumes every year since its launch and we expect to see good in roads. And I would say our crop protection business in North America started off pretty strong here this year, looking at the on-the-ground sales versus our out-the-door business, we feel really good about our penetration there. It’s still early in the season to talk about full-year, we still have a lot to go and when I think about corn share now again, a little early to call share. Agree with you, no doubt we’re seeing volume increases in North America consistent with that USDA report on the 94 essentially million acres. We’re seeing volume growth based on our new technology and our teams are going to stay really focused. But like I said, it’s way too early to talk about seed share. As of today, we’re about 30% planted in North America. That is elevated. Normally we would be about 16% for this time of the year and again you saw some of that volume increase flow through in our first quarter, but we will see how things shake out around share for the full-year.
Don Carson:
Jim, just to clarify, so you think crop protection will still be down for the year at double-digits, so are you gaining more and Ag operating income is coming from seed side?
James C. Collins:
A little early to size the crop protection overall full-year, but I would expect it to be down year-over-year, again primarily we’re still working to replace the optimal volumes and we’re still struggling in that Brazil around insecticide.
Don Carson:
Okay. Thank you.
Operator:
Our next question is from Jonas Oxgaard from Bernstein.
Jonas Oxgaard:
Hi guys congrats. Nicely done.
Edward D. Breen:
Thank you.
Jonas Oxgaard:
A question, your R&D seems to be down about 10%-ish. Wondered if you had some color on what are you targeting and how is that paying out?
James C. Collins:
Yes Jonas. It is down about the 10% that was part of our whole program in our cost reduction plans. And I mean look just to tell you high level, we reviewed every major projects then and the R&D management teams made those decisions as we went, but we also kept in mind with the impending merger coming down the road. We really looked at programs, we also saw we were going to be double counting, double working on things like that to get there. Interesting, and I’ve made this point before, our R&D and ramped up the last 2.5-years.I would say fairly significantly in such a short period of time. The reductions we’ve made which were mostly done within R&D really put us about the run rate, this company has historically run at on R&D, which I’m very comfortable with kind of like 10-year average run rate on a percentage of sales basis is about rate where we’ve always been. So that’s kind of where we’re ending up.
Jonas Oxgaard:
Very good. any particular programs you discontinued or its just across the board?
James C. Collins:
It was programs in each of the businesses that we were concerned with the payback on and that’s really how we looked at it on returns and looked at each business, all major programs and that’s how we got there.
Jonas Oxgaard:
Okay good. Thank you.
Edward D. Breen:
Thank you Jon.
Operator:
Next questions is from Frank Mitsch from Wells Fargo Securities.
Frank Mitsch:
Good morning gentlemen. Given the nice results Nick I’m guessing that takes the sting out of the Brady ruling for you.
Nicholas C. Fanandakis:
That’s only a rumor Frank.
Frank Mitsch:
As I think about the commentary regarding the tough market environment and the global IP slowing. Taking a look at your volumes down materially in Q3, down just 1% in Q4 and here down 2%. It’s looking like you have a little easier comps in Q2 and certainly Q3 is stepping up in front of us. So how should we be thinking about DuPont’s ability to maintain volumes or perhaps even grow volumes, but or is it just two [tough] (Ph) of an environment out there and how would you answer that question?
Edward D. Breen:
Well look a bunch of angles, it depends by business, some of the businesses looks like growth is going to be very nice in the year and some product introductions in the second half of the year. Let me just start by overall saying to you, we’re still counting on the year being relatively flat from volume price or an organic standpoint as we move forward. So if we had a minus two in the first quarter, just some slight improvement kind of in the second half of the year and then it really depends by business as you look at what it whether it’s going to be, Nutrition & Health obviously good, we’re seeing really broad based growth there. And by the way the probiotics area is really hot like 30% growth and we’re actually getting more product out the door, more efficiency in our facility. So that’s a good sign, it should continue not just this year, but into the future and then on the IB side we’re still counting on growth for the year in that business. And we have launches in a bunch of other businesses like Leptra and other products. So we’re feeling good as we look at the pipeline that you know will actually pick up a little bit more here and be running more flat on a revenue line basis. And I'm not planning or looking at anything pass that. I want the company to plan around that, I don’t think its overly conservative, but if we plan around it we’ll make some smart decision as we see upside later in the year more than better.
Frank Mitsch:
Okay. So the view point is it’s not overly conservative, but it will - you have lot of things moving up and I guess a little bit down. Hey Ed in describing the Dow transaction and the shareholder vote coming in Q3, which I think may have been a little bit later than what I had originally thought. So certainly closing before the end of the year, does this give you an up - I’m curious what would be the lag between when the shareholder vote takes place and when you actually close the transaction. And are you looking to complete the $2 billion share buyback within that window or is that just something that can be executed until December 31 regardless of DowDuPont or just DuPont alone.
Edward D. Breen:
I’ll take the first one and let Nick handle share repurchase part. Just to clarify the dates, we’re looking at shareholder vote at the end of second quarter somewhere in that timeframe. It looks like the timeline along with S-4 filings and all that where we just made our comments back. So that looks like it’s around that timeframe and then I need to put an exact date on it, but I would say we’re shooting for October, November kind of close of the transaction. So both the second quarter shareholder votes are both Dow and DuPont’s shareholders October November close. We’re in great shape on all our filings in the key jurisdictions around the world you know the big ones, China, Europe, Brazil and obviously the U.S. all that’s in motion. So for the timeline where we needed to be to try to hit those dates, we’re in good shape.
Nicholas C. Fanandakis:
And for the amount Frank, like Ed said, we’re going have the vote and then we’ll evaluate the opportunities to enter the market and our plans obviously is to make those repurchases. We are going to be limited by trading windows even after the vote from normal black-out periods relating to earnings. So the end state of when that merger takes place will influence the amount of time we have available to us to make those purchases. We can make the purchases as long as we are a DuPont company and once it forms DowDuPont well then obviously that would be a decision would have to made by the Board of that company.
Frank Mitsch:
Okay. Alright, thank you.
Edward D. Breen:
Thank you.
Operator:
Our next question is from Vincent Andrews from Morgan Stanley.
Vincent Andrews:
Thanks and good morning everyone. Jim just wondering the 93 million or 94 million acres of corn in the U.S., I mean obviously it’s going to be helpful of volume metrically this year, but how do you sort of access the potential hangover from that if we have decent weather over the summer. Are you at all worried about having lower commodity prices in the fall and into next spring and given that’s already a pretty competitive operating environment, I guess I'm just curious what your thoughts are there.
James C. Collins:
Yes, I think it’s a really great question. There is no doubt that our order book and our volumes in the first quarter indicated stronger increases in corn areas in the U.S. and that’s consistent with that USDA report. Now our original guidance for the year assumed a slight increase. So I would agree with you, we’re feeling some of that lift. However, the weather is always a big element here and we’ve seen a wet period here in the Midwest. Last couple of days have been great, we’ve seen planting jump, I think we’re about 30% planted as of today and that would be consistent again with what we’re hearing that we’re probably slightly earlier this season than the historical average which would be more about 16%. Historically tough, planted acres doesn’t always equate to yield, we could still see some issues to summer especially during pollination where we know we can really take the top off of yield on any of those crops. So kind of like you, we’re in a wait and see mode, if the weather is perfect and we get 94 million acres, you are right we’ll continue to see commodity prices at that low end of - I would say what I’m calling the new normal range of that 320 to 420 kind of operating range. And that will continue to put stress on that farm income and keep farmers really focused on how do they get the most productivity off of everyone of their acres.
Vincent Andrews:
Okay. And then may be just a follow-up on Solamet. I heard that volume was up in the quarter but it seems like pricing is still weak from competitive perspective. If I remember back to 4Q, I think you said there were sort of a dual track of innovation coming this year where some came I think in the first quarter and more was coming later on. So how do you access your performance so far and what should the slope of the line be through the balance of the year?
James C. Collins:
Yes the Solamet, if you look at it year-over-year it’s still down very significantly from a shares standpoint. That compares as it a big part of the performance difference you see in electronics and communication over the year, but on a sequential basis, we did have market share proven, we thought we bottomed out in the fourth quarter and we did bottom out in the fourth quarter. We did have a product introduction at the end of the year and that’s what we’re picking up here on. We are expecting the next introduction by mid-year and we think that will put in the lead here from a technology standpoint than continue to gain share. So again, very off from a year-ago, but now picking up and starting to pick up share.
Vincent Andrews:
Thank you very much.
Operator:
Next questions is from Steve Byrne from Bank of America.
Steve Byrne:
Yes, thank you. Our corn belt channel checks has indicated that Pioneer has gained some traction this year, tying the financing on seed sales to crop protection, chemical sales. Can you comment on how much of a benefit that’s been for you given our channel checks indicate pricing is broadly down and yet you are reporting corn seed pricing to be modestly up?
Edward D. Breen:
Yes Steve, so you are right. We’re always looking for opportunities to collaborate between our Pioneer and our crop protection organizations. If you remember back from the Bank of America Ag Conference, I talked a little bit about that collaboration. This is about looking at our crop protection share with our key Pioneer customers and being able to offer a broad portfolio of solutions. So collaborating with them upfront to think about how do we connect the best technology we can to that acre opportunity for grower productivity. If you do look at North America, you are right our price is up in the market and as we said to you we’re attributing that to a couple of areas, mostly we think it’s on new technology. About half of our line-up in North America is brand new in the last two years and you will know that we do impact trialing and even on farm trialing for a couple of years ahead of time. So growers get the chance to take a good look at new genetics before they commit fully and so a big part of our lift in North America is that they went all in on a lot of that new technology this season.
Steve Byrne:
And would you say that lift could be accelerated post the merger with Dow where your crop protection chemical platform would be broader at that point?
Edward D. Breen:
There is no doubt that we’re excited about a broader portfolio of offerings, we’ll be able to offer much more choices to growers out there in the marketplace. So it’s a little too early for us to begin to speculate on how we might execute against that but yes no doubt that there will be more choices out there.
Steve Byrne:
Thank you.
Operator:
Our next question is from P.J. Juvekar from Citigroup.
P.J. Juvekar:
Hi good morning. In electronics you saw 9% volume drop and you talked a little bit about Solamet paste. How much of the decline was in solar versus how much of it was in consumer electronics? And then in consumer electronics what are the products where you are seeing these declines?
Nicholas C. Fanandakis:
So if you look at the pieces in PV, P.J., there is an element of the photovoltaic that was very strong. Our Tedlar film volume grew in the Tedlar film side of the house. Now there is no doubt as Ed already mentioned that from the Solamet paste side on a year-over-year basis a significant change in volume on that product line. Consumer electronics was weaker, we did see weaker demand and we actually anticipate that to continue in quarter two and start to turn in the second half of the year. The exact breakdown of how much is electronics versus how much is PV, I don’t have that at my fingertips right now.
P.J. Juvekar:
Okay. Thank you. And then generally at the free cash flow, if its back free cash flow defined as operating cash flow minus CapEx and it has declined materially in the last three-years compared to prior levels. So given that and given your significant new cost cutting, do you have any specific goals for free cash flow this year? Thank you.
Edward D. Breen:
Specific targets, is that what you said P.J.?
P.J. Juvekar:
Yes. Specific targets for this year.
Nicholas C. Fanandakis:
What we have is a very active plant in place now around working capital improvements, which is going to be a key element to generating additional cash flow from operations as we look at that and as you already heard, we have reductions in our CapEx. So all of those programs that are in place are going to be generating improvements around the free cash flow line. We haven’t quantified the total impact in the current year yet, we’ve talked about it more in the medium time period of the impact those programs are going to have.
Edward D. Breen:
One last question?
Operator:
Our final question is from Sandy Klugman from Vertical Research Partners.
Sandy Klugman:
Thank you. Ed, do you still expect to be able to achieve a split into three businesses within 18-months to 24-months of the mergers close. And then you have made comments in the past that the corporate overhead the three separate entities would not be higher than that at the parent. I’m wondering if that’s still your expectation?
Edward D. Breen:
Yes, we’re definitely planning Sandy the 18-month to 24-months period. We’ve have a lot of teams going that are already doing some of the work to help us out on that timeline, as I think we mentioned before we’ve already started the financial carve out work, so we’ll get way ahead on that part of schedule. So yes, the timing in the 18-months to 24-months were very comfortable, then obviously we would all like to pull that in if we can, but that’s the timeline rolling now and we’ll keep working that as we go forward. Our plan is with the reductions we’ve done here, our plan would be and by the way I did this in my prior life, but we’re going to keep the overhead percent of sales down where we’re getting them to with the reductions of both companies are making as we speak. So to me a more of a world class percent, the corporate overhead is approaching 1% of sales and we’re as I think Nick mentioning, we’re down to 1.3% of sales with the actions we’ve taken. So we’re kind of getting in that zip code and that’s where we plan to be with each of the companies.
Sandy Klugman:
Okay great, thank you and then a follow-up on Ag, you mentioned losing out on some insecticide sales in Latin America, due to the presence of traded corn, outside of Latin America are you seeing the crop chemical category loseout theseed just giving how takeover margins are? Have you seen that dynamic anywhere outside?
Nicholas C. Fanandakis:
Outside of Latin America, not that it would remarkable here, as I think about how the season is unfolding. We’re excited about the start to North America, we’re seeing as I mentioned good flow through to on-the-ground sales versus out-the-door and our business in Europe, especially in Eastern Europe had a strong start to the year. So a little early for Asia, little more seasonal effect on Asia as we get further into the year, but right now it’s all about Brazil.
Sandy Klugman:
Okay, thank you very much.
Gregory R. Friedman:
Thank you very much. This now concludes our call. Thank you for your interest in DuPont and thank you for joining us today.
Operator:
Thank you ladies and gentlemen. You may all disconnect at this time.
Executives:
Greg Friedman - Vice President, IR Ed Breen - Chair and CEO Nick Fanandakis - Executive Vice President and CFO Jim Collins - EVP, Agriculture
Analysts:
Jeff Zekauskas - JP Morgan David Begleiter - Deutsche Bank Vincent Andrews - Morgan Stanley Jonas Oxgaard - Bernstein Duffy Fischer - Barclays Laurence Alexander - Jefferies John Roberts - UBS P.J. Juvekar - Citi Frank Mitsch - Wells Fargo Securities Don Carson - Susquehanna Financial Steve Byrne - Bank of America
Operator:
Welcome to the DuPont Fourth Quarter 2015 Conference Call. My name is John and I will be your operator for today’s call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Please note that this conference is being recorded. Now I’ll turn the call over to Greg Friedman, Vice President of Investor Relations. Greg, you may begin.
Greg Friedman:
Thank you, John. Good morning everyone and welcome. Thank you for joining us to cover DuPont’s fourth quarter 2015 performance. Joining me are Ed Breen, Chair and CEO; Nick Fanandakis, Executive Vice President and CFO; and Jim Collins, Executive Vice President responsible for our Agriculture segment. The slides for today’s presentation and corresponding segment commentary can be found on our website along with our news release. During the course of this conference call, we will make forward-looking statements and I direct you to slide one for our disclaimers. All statements that address expectations or projections about the future are forward-looking statements. Although they reflect our current expectations, these statements are not guarantees of future performance but involve a number of risks and assumptions. We urge you to review DuPont’s SEC filings for a discussion of some of the factors that could cause actual results to differ materially. We will also refer to non-GAAP measures. We request that you review our reconciliations to GAAP statements provided with our earnings news release and today’s slides, which are posted on our website. For today’s agenda, Ed will provide opening remarks; Nick will review our fourth quarter financial performance; and Ed will provide concluding remarks followed by your questions. With that introduction it’s now my pleasure to turn the call over to Ed.
Ed Breen:
Thank you, Greg and good morning everyone. We entered 2016 with a lot of momentum on key initiatives. I’d like to comment on the quarter and our progress operationally before having Nick go through the numbers; then I’ll come back and provide an update on our planned merger with the Dow. The quarter came in largely as expected amid continued challenging macroeconomic conditions including currency pressures. The progress we are making on the three critical initiatives, I outlined last quarter, contributed to the quarter and will serve us well in the future, regardless of macro conditions, our cost structure; our working capital; and our capital spending. First on our cost structure
Nick Fanandakis:
Thank you, Ed. Let’s start with the details of the fourth quarter on slide two. Operating earnings per share of $0.27 were largely in line with our expectations. While we continued our disciplined focus on cost reductions and productivity, our results again were significantly impacted by currency, challenges in ag markets, particularly in Brazil and the continued weakness in emerging markets. Segment results declined $0.23 per share in the quarter, including a $0.17 per share negative impact from currency, primarily the Brazilian real. Full year operating earnings per share were $2.77 versus 3.36 in the prior year. Currency negatively impacted results by $0.71 per share. Excluding the currency impact for the full year, operating EPS would have increased by 4%. Excluding currency, consolidated net sales for the quarter of $5.3 billion declined 1%. Currency negatively impacted sales by an additional 8 percentage points. The dollar remains strong relative to most other currencies, particularly the Brazilian real. Turning now to slide three, consistent with prior quarters, currency was a significant headwind to the segment results. Segment results excluding currency were down $0.06 per share year-over-year, as growth in Industrial Biosciences and Nutrition & Health was more than offset by declines in Agriculture, Performance Materials, Safety & Protection, and Electronics & Communications. Net after-tax exchange gains and losses were a $0.04 headwind in the quarter. This was primarily driven by the recent currency devaluation in Argentina. A higher tax rate reduced operating EPS by 0.03 per share in the quarter. A continued shift to a higher percentage of our earnings in the U.S. and Canada versus prior year resulted in this higher tax rate. While changes in corporate expense did not impact quarterly results, I would like to highlight that for the full year decreases in corporate expenses contributed $0.09 to earnings, reflecting our focus on cost reductions and productivity. Slide four illustrates our geographic footprint in the fourth quarter. Our sales in the U.S. and Canada continued to grow as a percentage of total scales, primarily as a result of the strengthening of the U.S. dollar. Now, let’s turn to the fourth quarter segment operating earnings analysis on slide five. Operating earnings growth in Industrial Biosciences and Nutrition & Health was more than offset by declines in the remaining segments. Industrial Biosciences operating earnings grew 25% on cost reductions and continued productivity. Operating margins improved by 450 basis points. Volume growth in enzymes, particularly in food and home and personal care was offset by some declines in biomaterials. Nutrition & Health improvement was led by cost reductions, continued productivity and increased demand for probiotics, cultures and ingredient systems, which more than offset the negative currency impact. Operating margins in this segment improved by 110 basis points and have now grown year-over-year for 10 consecutive quarters. In Agriculture an operating loss of $54 million resulted in a $188 million of lower operating earnings. Increases in local price, cost reductions and continued productivity improvements were more than offset by $139 million negative currency impact. Prior year results benefited from a timing impact from performance-based compensation adjustments and a $36 million gain from portfolio actions. Excluding the impact of currency, the segment would have reported operating earnings of $85 million. Performance Materials operating earnings were down as cost reductions, continued productivity and increased demand for performance polymers offerings in global automotive markets was more than offset by lower ethylene price and volume along with currency. Average ethylene spot prices are down over 60% year-over-year and continue to significantly impact, both top-line and bottom-line segment results. Fourth quarter operating earnings for Safety & Protection declined as cost reductions and continued productivity improvements were more than offset by lower demand and currency. Demand from the oil and gas industry, and the military segment remained soft, which impacted sales in Nomex thermal resistant fiber as well as Kevlar high-strength materials and our sustainable solutions offerings. Electronics & Communications operating results decreased $5 million as cost reductions and continued productivity were more than offset by competitive pressures impacting Solamet paste. As a reminder, the slides with segment commentary are posted on the investor center website under events and presentations. I encourage you to refer to these slides for further details on the segment results including our expectations for the first quarter and full year 2016. Now, let’s turn to the balance sheet and cash on slide six. Let me start by explaining that our cash flow analysis includes Chemours for both 2015 and 2014. As you can see on the slide our free cash flow decreased by about $1 billion from prior year. About $650 million of the decline related to the Chemours transaction; remainder was due to lower cash earnings from ongoing businesses year-over-year. As Ed indicated, we’re very focused on our cost structure, working capital discipline, and capital spending, and our plans to address these areas as part of our 2016 global cost savings and restructuring program should improve our free cash flow in 2016. We ended 2015 with a net debt of $2.6 billion versus $3.6 billion in 2014. The change from prior year is due to a decrease in gross debt year-over-year, as a result of debt maturing during the year. Year-end cash balances were about $6 billion. In the quarter, we completed the $2 billion accelerated share repurchase program, using proceeds from the Chemours separation. Under the program, we received and retired about 35 million shares at an average price of $57.16 per share. Average diluted shares outstanding for the full year were above 900 million and about 882 million for the fourth quarter. For 2016, we expect average diluted shares outstanding to be about 875 million shares, primarily reflecting the benefit of the 2015 share repurchases and the share repurchases scheduled in the second half of 2016. On slide seven, our operational redesign program delivered $0.10 of savings in the quarter and $0.40 of cost savings for the full year 2015. This resulted in operating margin improvements in five out of our six segments for the full year. As we move into 2016, we will continue to aggressively focus on cost reduction in accordance with the plan we announced in December. As Ed mentioned, we have identified an additional $100 million of cost reductions, increasing our total run rate savings to $1 billion, which translates into approximately $730 million of savings in ‘16 versus the prior year. We expect the plan to deliver about $0.64 per share in cost reductions, which will be waited towards the second half of 2016 as we implement specific actions in the first and second quarters. Of the $1 billion in run rate savings, about three-fourths will come from SG&A. Included in these reductions is a decrease of about $200 million in corporate expense. On an operating earnings basis, corporate expenses as a percent of sales will improve to about 1.3% in 2016 from 2.3% in 2015. Turning now to slide eight, I would like to review our assumptions regarding our key markets and the broader economy in 2016. These assumptions form the foundation for our 2016 guidance. As we saw in 2015, the U.S. dollar continues to strengthen against most currencies and will be a headwind for us again in 2016. We expect global growth of about 2% on an overall slowdown in global trade driven by weaknesses in emerging markets and in particular, uncertainty in China. We expect global industrial production to increase about 2% in 2016. Europe continues to gradually improve and expand manufacturing, while the U.S. will be challenged due to tepid global demand and a stronger dollar. China’s slowing and uncertainty remains a concern as we continue to see a shift from industrial production to services and consumer sectors. In Agriculture, the fundamentals remain challenging as net farm income continues to decline. Auto growth is expected to continue with 3% growth year-over-year. With this backdrop, let’s turn now to slide nine. We expect net sales to be down low single digits versus prior year due to the impact of currency and continued challenges in agriculture and emerging markets. Currency will continue to impact the top line as the dollar strengthens against most currencies, primarily the euro and the Brazilian real. Excluding currency, sales would be about even with prior year. The Company expects 2016 operating earnings of $2.95 to $3.10 per share on flat sales excluding currency. Our guidance reflects a $0.64 per share benefit from the 2016 global cost savings and restructuring plan. The estimate also includes headwinds of approximately $0.30 per share of currency impact due to the continued strengthening of the U.S. dollar and $0.05 to $0.10 per share from a higher base tax rate, reflecting our expectations of the geographic mix of earnings. We continue to see slowing growth in emerging markets which is shifting our earnings mix to higher tax jurisdictions. The currency impact is expected to be most significant in the first half of the year due to a further weakening of the U.S. dollar versus last year. Given the seasonality of our operating earnings from agriculture in the Northern Hemisphere, we anticipate approximately two thirds of the expected currency impact to occur in the first half of 2016. Excluding currency, we would expect earnings growth of 17% to 23%, including the full year benefit of cost savings and share repurchases. For the full year, we expect our base tax rate to be about 23%, an increase from prior year due to the geographic mix of earnings. This represents, as I mentioned, $0.05 to $0.10 headwind in the outlook. Benefits from a lower share count will be partially offset by higher interest cost in 2016. Interest expense will increase as a result of our reduced commercial paper market capacity. Capital expenditures are expected to be about $1.1 billion. Excluding Chemours, this represents about a $300 million decline year-over-year and reflects our commitment to improving our capital allocation process, as we scrutinize returns on a project-by-project basis. In 2016, we will continue to exclude from operating earnings, non-operating pension and OPEB costs, as well as costs associated with the planned merger of equals. With that let me turn the call back over to Ed.
Ed Breen:
Great, thank you Nick. I would like to walk you through our priorities for 2016; it’s simple, we have three. One, delivering growth and operating earnings, an important driver here is delivering the $1 billion in run rate cost savings and the organizational efficiencies that come with the restructuring. Equally important, we are placing a lot of emphasis on keeping the business steady and on track. Our people are very focused on connecting even more closely with customers to deliver the value added solutions they expect from DuPont. Two is driving improved capital allocation and working capital performance to generate more cash and to enhance our returns. Three, closing the merger, planning for synergies and preparing for the intended separations. Let me now say a few words about the merger of equals with Dow which we announced in December and which will be named DowDuPont. As we said at the time, we intend to combine two complementary portfolios to create three strong, highly focused, independent businesses well equipped to deliver growth and long-term sustainable value. Each business would target attractive markets, where combined science, technology and operational expertise will drive value for our stakeholders. We are focused on completing the merger in the second half of 2016 subject to customary closing conditions, including regulatory approval and approval by both DuPont and Dow shareholders. We’ve identified the priority work streams and established our teams. We have begun the process of addressing the requirements under various competition laws including a Hart-Scott-Rodino Act in the U.S. We’re also focused on the preparation of the merge co-registration statement on Form S-4 to be filed with the SEC. The initial filing will be made after each of DuPont and Dow filed their annual reports with the Commission in February. In December, we said that we expect the combined company to realize $3 billion in cost synergies. Each company has chartered a dozen formal business and functional integration and synergy planning teams to develop detailed, execution-ready plans to ensure we can quickly integrate the companies post merger and capture our anticipated costs and growth synergies. The functional teams include legal, sourcing, logistics, supply chain, HR, finance, IT, faculties among others. All of these teams are focused on planning for seamless business operations on day one after the merger and quickly capturing our planned synergies. These teams are chartered to ensure we plan to leverage the most effective operating models, channels to market and industry best practices upon the creation of DowDuPont. Just a few examples of the planning work the teams are doing include reviewing our warehouse and facilities footprint, evaluating IT platforms for savings and developing integration plans for our transactional processes. As announced, we intend to pursue the separation of DowDuPont into three separate public companies after our merger is complete, an agriculture company, a material science company, and a specialty products company. We are doing all that we can now to expedite the timing of the spins including beginning work on the carve-out financial statements for the separate companies. In conclusion, 2016 is a pivotal and transformation year for DuPont as we accelerate our value creation work, invest in our core franchises and position our businesses for competitive future. We will give you regular updates on our progress. Now, I’ll turn the call back over to Greg.
Greg Friedman:
Thanks, Ed. We’ll open the line for questions now. John, if you would please give the instructions?
Operator:
Thank you. And we will now begin the question-and-answer session. All lines have been placed on mute to prevent any background noise. [Operator Instructions] And our first question comes from Jeff Zekauskas from JP Morgan.
Jeff Zekauskas :
In going [ph] through your slides, it looks like you think your agricultural operating income will be down about $250 million in the first quarter, but you think it would be flat for the year. How might you accomplish that? And secondly, in choosing the heads of the separated companies, will there be a procedure where you go outside both Dow and DuPont to compare candidates from outside the companies as well as candidates inside the companies or will those leaders essentially be chosen from inside both companies?
Ed Breen:
Yes, Jeff. This is Ed; I’ll take that your second question then turn it over to Jim Collins for the ag question. So, we will have a process in place where we will look both externally and internally in the company. We are setting up a process for that that is not just for who the CEOs will be, but there is obviously many other key public company positions that need to be staffed. I would certainly hope that some of that staffing obviously is going to be from key people in the companies, but our master [ph] is going to be best staff we can get to run the businesses. Jim, do you want to take?
Jim Collins:
Sure, thanks Jeff. You’re right. When you look at full year operating earnings, we’re about flat and that’s primarily driven by local pricing gains in North America with new germplasms they have for Pioneer seed and corn, and transition to our T Series soybean. So we’re getting some good pricing momentum there. And obviously, we’re starting to see the benefit of our cost reduction efforts flow through. These are dramatically offset clearly again by the currency impact, and we are having some impacts primarily in crop protection and in soybeans in Brazil. For example, if you excluded currency for the full year, we would be up about 10% in operating earnings.
Operator:
Our next question is from David Begleiter from Deutsche Bank.
David Begleiter:
Ed, just on a cost savings, ex the Dow merger, how much more you think was available to DuPont, so beyond $1 billion of savings you’ve targeted already?
Ed Breen:
Look, there is always cost savings. I mean I am a believer that they occur every year in a few percent range, as you keep streamlining your company, I would say. So, you are never done with it. I think where there was more cost savings, David, in DuPont was when we could get up on a IT platform because that would really streamline some of our G&A back office; unfortunately we’re not; we’re on a very fragmented IT system. One of the benefits it looks like we obviously get here with the Dow merger is Dow is on the IT platform that we were going through the global -- actually latest revision of the SAP platform. And so between the work we did here on that platform and the work they -- obviously already up on that platform, that’s where -- and let me just use the ag company as an example. Their ag business is on the platform, if we can translate ourselves on to that platform, that’s where there would be cost savings or I guess to back that up, if DuPont would have stayed on its own of course over the next couple of years getting that platform up and running that’s where more costs would have come out of the Company, mostly in the G&A area. But we will get that benefit quicker in the merger if we can merge on to that platform. The teams have already met on that a couple of times. I actually sat in one of those meetings actually up in Midland at the Dow corporate office with the teams and we’re feeling very bullish about that prospect to lean on to that platform.
David Begleiter:
And just for Jim, Jim expectations for crop chemical pricing in 2016 year-over-year?
Jim Collins:
It is going to continue to be a pretty challenging market where we’ve got some inventory carryovers that we’re dealing with both in Latin America, lowering lower insect pressure that we saw here in the fourth quarter and the impact of insect protected varieties of soybeans that are out there. I think in North America, we look at the market in general and see that it will be another challenging environment. We do have some new product launches that will be coming out, our fungicide and our insecticide, [ph] so that will help us from a mix standpoint.
Operator:
And our next question is from Vincent Andrews from Morgan Stanley.
Vincent Andrews:
Thanks, two questions. First, you talked about getting a lot of local pricing in the seed business, in both North America and South America but your remarks in the slide deck as well as some competitor commentary talk about is very competitive environment. So, I was wondering if you can reconcile, it sounds like you are expecting to see net pricing gains but you are also seeing some competition; so what do you see going on in the marketplace?
Jim Collins:
Yes, thanks. Fourth quarter, you saw some of the impact of the pricing actions that we took primarily in our crop protection business in Latin America and that was largely that to mitigate the currency impact. We also look forward; we’ve got new genetics, [ph] something in North America. So, I look at our pricing book year-over-year for like products. We’re about flat, and you add to that the conversion to T Series soybeans in North America and the new genetics in corn and plus the launch, the continued launch of our products like Leptra in Brazil. That Leptra ramp up in Safrinha was good but in summer corn, could be one of the largest ramp ups that we’ve had in our history. So, it’s going to be tough, it will be competitive but we feel good about the lineup that we have going forward.
Vincent Andrews:
And then separately in Performance Materials, there were comments about the weakness in spot ethylene prices but contract ethylene is much stronger than spot. So, I’m just wondering why -- how exposed are you to the spot market and what is the opportunity to get that exposure more towards the contract side of things?
Ed Breen:
When you look at the spot prices, like we said, it’s down about 60% on a year-over-year basis. Exposure, we’re -- about half of our output is exposed to these external market spot prices. And as you are well aware, the driver here is the reduction in oil and the competition being naphtha based and the impact that’s having on us even though we’re natural gas supplier.
Operator:
And our next question is from Jonas Oxgaard from Bernstein.
Jonas Oxgaard:
A question on the capital allocation, if -- using your guidance of 2016 and sort of back of the envelop I get to you guys getting somewhere $3.5 billion in operating income. But you say you’re going to spend about $4.5 billion on CapEx dividends and share repurchases and that’s excluding any merger cost. So, I’d assume, at least another $0.5 or so from all the costs associated with restructuring and merger. So, are you guys planning on going into debt or how are you thinking about your position there?
Ed Breen:
When you look at the cash uses next year, we are anticipating obviously dividends, extremely important to the Company in the past and the future. And so dividends are going to be about $1.3 billion. We are reducing our CapEx from the levels in the past of about 1.4 to 1.5 down about $1.1 billion. And as we said in the commentary, that’s in line with our depreciation, amortization. We made the commitments on the $2 billion of share repurchase; we are committed to accomplishing that. We’re limited right now on our ability to enter the market because of the transaction that’s going on, and we will have that limitation probably through the proxy vote. But then after that, we’ll be looking to enter the marketplace on that. So when you add all that up, you’re right, there is a higher cash train versus the operating income, but we’re also looking at driving some working capital improvements. This is an area that we have focus on; we had some improvements, slight improvement in our working capital turns this year. But we’re looking at attacking all three areas, receivables; inventory; payables. And we believe, if we can get to best in class in these areas that we can liberate another $1 billion plus of cash in the medium-term. So that’s where we’re driving our efforts.
Operator:
Our next question is from Duffy Fischer from Barclays.
Duffy Fischer:
First question for Jim; Latin American or Brazilian in particular soy corn share, you’ve got a couple of trends, obviously Leptra should help down there, you’ve struggled with the Bt resistance on some of the corn. How do you see those two playing out against each other this year and where would you anticipate ending up in corn for this year?
Jim Collins:
We continue to see some pretty competitive challenges in corn seed in Brazil, especially in the summer season. And we lost some share in 2015. It’s a little too early to size what that might be, based on planted acres. We are excited about the launch of Leptra hybrids. We’ve got some of those coming in to the Safrinha season. And then we would expect that to be about 10% of our Safrinha volume. And then as we start to think about that 2016 full summer season, and this would be one of the fastest ramp ups of new trade in our portfolio. So, we’ll have much more significant volumes of that going forward. In soybeans, it’s a little too early to comment on final share. Clearly we did face some competitive pressure in Brazil, based on the adoption of the inset protected soybean varieties that were out there. And we’re collaborating with our crop protection colleagues in the use of seed treatments to offset some of that. And so we’ll have to be back to you later as the season unfolds to really range just how that unfolded.
Duffy Fischer:
And then Ed, we’ve been hearing now for little over two years, probably about the competitive dynamics hurting the Solamet paste. Is it fair to think about that is kind of commoditized at this point or is that still specialty product that we can see a nice rebound in?
Ed Breen:
Yes, you will see a nice rebound there with the launch at the end of the year, beginning of the year, but there is another launch of a product coming out about mid-year that we feel will be much more competitive as we move forward there. Nick, you might want to comment on that.
Nick Fanandakis:
Yes, I think Ed characterized it right. It is a business that the competition has gotten more intense but it’s still a business that relies a lot on innovation and development of new products. We issued one in December that kind of leveled the playing field; we’re starting to see the impact of that, and we have one scheduled for the second half of the year that we believe is going to give us a leg up again from a competitive standpoint, so in second half of the year.
Operator:
Our next question is from Laurence Alexander from Jefferies.
Laurence Alexander:
Good morning. Could you speak a little bit about what you’re seeing on the industrial markets order flow and how much visibility you have supporting the outlook for the 3% light vehicle production growth?
Ed Breen:
Well, certainly the industrial production index, as well as global GDP are under pressure, and we’re seeing that across the globe. We did see auto builds about 2% up for the year; we’re forecasting it to be through IHS as a database there, around 3% for the year, next year 2% to 3% and for the first quarter about 2%, in line with what happened in the fourth quarter. Keep in mind that in China, there was a major stimulus that was launched in that fourth quarter rose the year-over-year fourth quarter numbers up 8%; so starting to see some of that stimulus incentive impacting the industrial numbers as well. Oil and gas continues to be a weakening area for us and obviously with the prices that are out there from the oil base. And so that’s impacting some of our other industrial businesses as well. It’s interesting to note though that -- and I don’t want to say there is a trend here, but our fourth quarter organic revenue was actually our best of the year. We had been running kind of minus 3% through the first nine months of the year and we are minus 1% in the fourth quarter. And if you kind of look at it around the geographies, it was kind of flat in Latin America, flat in North America, pretty flat in Asia and our one down market was Europe which was down about 2%. So, we’ll see how the trend goes here in the first half of the year but that was little bit encouraging that we saw that lift.
Operator:
Our next question is from John Roberts from UBS.
John Roberts:
Do you know where the ag company will be headquartered yet?
Ed Breen:
We have not made that announcement yet; I would expect we will make that in the next few weeks. We’ve been going through that analysis. And it’s something we want to get out there by the way for whole bunch of reasons but the number one reason in my mind is for our employees, so they understand and have some clarity on that. So, we’re moving as fast as we can to get that announced. And it will be in the next few weeks.
John Roberts:
And then the Asian volume was flat in the quarter but the Electronics & Communications segment was down pretty materially. How did Asia end up flat with the electronics segment so weak?
Nick Fanandakis:
Well we saw increases in volume growth in Nutrition & Health, was up about 11%, IB was up. And when you take up the PV [ph] which was the biggest part of the E&C, E&C would have actually had a good quarter as well. So, we did see offsetting areas where we saw strength in that region.
Ed Breen:
And that applies directly just to China and N&H was up there, IB was up, Ag was up, and PV was down. So, that’s kind of the offset.
Operator:
Our next question is from P.J. Juvekar from Citi.
P.J. Juvekar:
Just a couple of questions, your R&D expense of roughly $1.9 billion in 2016, can you tell us how much of that was in Ag and where do you see that R&D expense growing next year?
Ed Breen:
Let me talk R&D in total and then Jim you might want to add some color or commentary. But about half of our R&D in the Company is in Ag. And by the reductions that we have done, just to put that in perspective, takes our R&D to between $1.6 billion and $1.7 billion. And I think we are very selective in how we did it. And one of the things if you look back historically just to put this in perspective because I know there has been a lot said and talked about it, but through the last 15 years the R&D has averaged in DuPont $1.65 billion and that’s a run rate over 15 years. And actually from 2000 to 2010 it was $200 million lower than that and then there was a little bit of a ramp up to bring that average up to the 1,650. And that’s exactly about where we are going to be as we move forward through 2016 and on. So, we are at a very heavy robust level; we’re still one of the highest R&D companies in the world. And it’s not off of run rate that the Company has run at for many-many years. Any other commentary on the Ag, Jim you want to add?
Nick Fanandakis:
Yes, a little bit. As we really back in 2014, we started to take a continued, more focused look at where our spending was trending and trying to stay focused on the things that could really move the needle in terms of the new genetics and things like our T Series soybeans worked in the new genetics in corn. Overall from a corporate perspective, we spend about 75% of our R&D in agriculture on sees and the balance of that in crop protection. In the seed business, about 40% of that or so would be on breeding and product testing and advancing the new genetics through to commercialization, another 40% is on things like enabling technologies that allow us to produce seed more efficiently, characterization, trade integration, things like seed production technology, and then the balance of that actually at a much smaller portion would be focused on discovery, on trade discovery and development. And we’ve been ramping up our efforts in areas around insect control in corn, key agronomic trades like drought and nitrogen, and then continuing to work on our own programs around soy insect control as well as soy output trades, things like our [Indiscernible] that would be out there in marketplace.
P.J. Juvekar:
And just quickly, when do you expect to 40% [ph] if you could come back? Thanks.
Nick Fanandakis:
If you look back at 2015, financially it did have an impact based on year-over-year, some of that was from lower volumes that we just didn’t have to sell and some of that was from the fixed overhead cost that we had at that site to continue to flow through. We have forecasted and expect the impact of the report shutdowns to continue throughout the year of 2016. And we continue to work with regulators. And at this point we really don’t yet have a timeline for when the report shutdown would be resolved. So, it’s later in the year we were able to get that resolved and started back up that would actually be a tailwind for us. In our current outlook, we’re not counting on it.
Operator:
Our next question is from Frank Mitsch from Wells Fargo Securities.
Frank Mitsch:
Nick, I know you’re really busy this week with the earnings and snow, so you probably missed some of the football this week. And I would just suggest you go back and check it out, because Cam Newton was really amazing.
Nick Fanandakis:
Yes, I don’t think I have to worry about that anymore.
Frank Mitsch:
Ed, I know you’re busy this week and also with [indiscernible] but also busy upsizing the cost reductions, 2016 goes from 700 to 730; run rate 900 million to 1 billion, that’s after one month, because you rolled these numbers out one month ago. And you also rolled out -- you and Andrew rolled out a $3 billion number a month ago in terms of synergies for the combined entities. If I extrapolate out your upsizing here, I come out to $6 billion by September. Obviously that’s not right. But how should we be thinking, now that you’re a month into the progress, you’ve got a couple of teams together working on the synergy; how should we think about the combined synergies of DowDuPont?
Ed Breen:
Yes. And let me just clarify again, to your comments, our cost reduction of $1 billion is separate from the DowDuPont $3 billion. And on our $1 billion, we’re moving obviously as rapidly as we can. I want to get that out of the way and how things settle down for the Company and all that. So, we’re moving as fast as we can and we did identify more and so we’re moving on that. The interesting thing on the $3 billion of the synergies with Dow, we have broken that out by all those key buckets we mentioned in our prepared remarks. The teams are meeting, as my comment was one of our big opportunities is this IT platform, that’s why I got personally involved in it, because if we can overlay onto that, there is a huge opportunity. But if you look back at our charts, there is 1.2 billion to 1.3 billion in Ag that is very identified at this point in time. And there is so much overlap in the supply chain, the manufacturing chain, the sales chain. And by the way the percentages we’re talking about on the Ag side are very similar to other transactions of similar type companies there. And then, we’re in good shape, looking at the synergies on the specialty company. A lot of that comes from the combination of the electronics businesses from Dow and DuPont coming together and the synergies, then we have on the material side are identified. But where we’re still working and we have a lot of opportunity is the purchasing supply chain, as I mentioned the IT and then we have a great opportunity to look at more shared services across the whole platform. And that’s where hundreds of millions of dollars of savings could come from there. So, it’s a combination of all that. Now, we’re doing a lot of heavy on. So for instance, in the supply chain area between the two companies, just to give you, we have hundreds of warehouses around the world and we don’t need that when we come together. So that is work you can’t do in one week; that’s going to take us the next three or four months literally identifying every single one and going work merging converts together. [Ph] So a little bit heavy lifting on that supply chain, purchasing, IT side and then the shared service, how do we want to move two more for a lot of the back office work which will reduce our G&A. So, I really plan and we’re really pushing with the teams that we are totally identified on the 3 billion minimum by the time we get to close a merger, so we can move immediately on it. And I would also say I would be very helpful that the $3 billion is our floor number and not the ceiling number. And if we can get more out of that, obviously we’re going to just move on it.
Frank Mitsch:
That’s very helpful, I appreciate the color there. And then just operationally on safety and protection. I know you guys highlighted oil and gas being weak, no surprise there. You also talked about military being weak. Can you offer some commentary on what you’re seeing there and what your expectations are for the military side?
Ed Breen:
Well, it’s really delays in the tenders and spending there. So, it’s more of a timing thing than a cancellation thing. And so it’s difficult, Frank, to predict exactly when that’s going to free up again on the spending side of it. But those tenders are in place, and it’s just a matter of when they get executed against.
Operator:
Our next question is from Don Carson from Susquehanna Financial.
Don Carson:
Question for Jim on Ag. Jim, you talked about how crop protection sales were down 24% in the fourth quarter and in your slides. What was the full year impact? And could you sort of sight what the key factors were, how much of that was channel destock in Brazil, how much was La Porte? And what’s your expectation for crop protection sales in ‘16 versus ‘15?
Jim Collins:
So, I did talk a little bit about the impact in fourth quarter volumes related to the insect-protected varieties down in Brazil. So that was one impact. We will expect to see that carry over as well. Paste pressure is another aspect; again it’s difficult to predict what we’re going to see going forward. If we think about 2016, just overall total macroeconomics, we’re predicting net farm income and net farm prices for growers to be challenged. And from the past, as they start to make purchasing decisions, lock in lands, they will secure their seed and they’ll make sure they’ve got their fertility programs right and then sort of back into what their crop protection regime is going to be. On top of that for our own business, we’re missing some volumes associated with the La Porte. And so that kind of all adds to that picture, so overall, strong competitive market. I think on the offset there, we’ve got a strong crop protection pipeline that continues to come forward. We’re not into the full blown launch of [Indiscernible] here. We’ll expect to see some recovery in [indiscernible] volumes especially in places like Asia Pacific in foods and vegetables; on fungicide, Zorvec, early days, but starting to get some traction on that and our new insecticide Prexil. [Ph] So, those are couple of areas that would offset some of that in the downside and Prexil, [Ph] we’re really just getting some testing going on that the full launch of will be in 2017.
Don Carson:
As you look to the merger with Dow in ag, any trust concerns on corn seed markets here either in the U.S. or Brazil and Argentina?
Jim Collins:
No. I think if I look at the overlap of our portfolios, we have a very complementary set of products, both on the seed side and the chemistry side. Dow got some very strong brands that looking at how we go to market with not only the Pioneer brand but our PROaccess brand makes a modest sense of then how we might mange through that. And then as Ed said earlier, as we start to look at the synergies, looking at our supply chains and how we produce seed globally looking at our go to market efficiencies, both in seed and crop protection and then taking a step back and looking at both our R&D and our G&A overheads where we’re totally duplicative, taking very aggressive approach there as well.
Operator:
And it’s from Steve Byrne from Bank of America. Please go ahead.
Steve Byrne:
Just a couple of more for Jim. You’ve looked at the feasibility of transferring the products from La Porte to one of the Dow ag facilities post merger and what’s your outlook for channel inventory levels of crop protection down in south America at the end of Safrinha season?
Jim Collins:
So I’ll take the second one first. We do expect to see some challenging inventories as that insect control market in the fourth quarter last year really died on; its’ the combination of just lower paste pressure and the impact of insect protected soybean varieties that we’re in that market. So inventories have been challenged. Now we saw some of that coming in and we started to take some actions to correct for that but still will have some pressure there. On La Porte and Lannate and some opportunities there, it’s really way too early to be thinking about those kinds of actions. We’re just in the early days of thinking through integration and certainly those might be opportunities but those would really come once the merger was complete, we have a chance to really sit down with our counterparts and understand what their capabilities are.
Greg Friedman:
Great. Well, thanks everybody for joining the call today. The IR team is available for your further questions, and we ask that you have a good day. Thank you.
Operator:
Thank you, ladies and gentlemen. That concludes today’s call. Thank you for all participating. You may disconnect at this time.
Executives:
Jack Broodo - VP, Investor Relations Andrew Liveris - President, Chairman and CEO Howard Ungerleider – EVP and CFO
Analysts:
PJ Juvekar - Citi Steve Byrne - Bank of America Frank Mitsch - Wells Fargo Securities Jeff Zekauskas - JPMorgan Peter Butler - Glen Hill Investments David Begleiter - Deutsche Bank Don Carson - Susquehanna Financial Hassan Ahmed - Alembic Global John Roberts - UBS Bob Koort - Goldman Sachs Jonas Oxgaard - Bernstein Vincent Andrews - Morgan Stanley Jim Sheehan - SunTrust Aleksey Yefremov - Nomura Securities
Operator:
Good day, and welcome to the Dow Chemical Company's third quarter 2015 earnings results conference call. [Operator Instructions] I would now like to turn the call over to Mr. Jack Broodo. Please go ahead, sir.
Jack Broodo:
Good morning and welcome. I'm Jack Broodo, Vice President of Investor Relations. As usual, we are making this call available to investors and the media via webcast. This call is the property of the Dow Chemical Company; any redistribution, retransmission or reforecast of this call in any form without Dow's express written consent is strictly prohibited. On the call with me today are Andrew Liveris, Dow's Chairman and Chief Executive Officer; and Howard Ungerleider, Vice Chairman and Chief Financial Officer. Around 7:00 AM this morning, October 22, our earnings release went out on Business Wire and was posted on the internet on dow.com. We have prepared slides to supplement our comments in this conference call. These slides are posted on our website and through the link to our webcast. Some of our comments today include statements about our expectations for the future. Those expectations involve risks and uncertainties. We cannot guarantee the accuracy of any forecast or estimates and we don't plan to update any forward-looking statements during the quarter. If you would like more information on the risks involved in forward-looking statements, please see our SEC filings. In addition, some of our comments reference non-GAAP financial measures. A reconciliation to the most directly comparable GAAP financial measure and other associated disclosures are contained in our earnings release and on our website. Unless otherwise specified, all comparisons presented today will be on a year-over-year basis. Sales comparisons exclude divestitures and acquisitions, EBITDA, EBITDA margins, return on capital and earnings comparisons exclude certain items. The agenda for today's call is on Slide 3. I will now turn the call over to Howard.
Howard Ungerleider:
Thanks, Jack, and good morning, everyone. Turning to Slide 4, our results this quarter demonstrate once again the value of Dow's integrated structurally hedged portfolio, our focus on execution and the strong financial position the company has built. Operating EPS rose to $0.82, an increase of 14% year-over-year. Operating EBITDA rose to $2.4 billion versus the same quarter last year on continued demand growth, margin expansion and self-help actions. Volume grew in nearly all geographic areas, reflecting stable underlying demand for Dow's innovative solutions. And operating EBITDA margins expanded nearly all operating segments, reaching 20%, up 370 basis points year-over-year, the highest quarterly result since 2005. Our disciplined approach to price volume management enabled us to deliver these results even in the midst of ongoing and significant topline headwinds, with year-over-year price declines in oil of 50% and currency headwinds of 17% for the euro and 51% for the Brazilian real. The consistent earnings growth, margin expansion and strong cash flow results we delivered in Q3 continue the steady drumbeat over the last 12 quarters, and underpin our ability to return increasing value to our owners, as illustrated on Slide 5. As we have covered in past quarters, we benchmark our quarterly results against our key financial goals that provide a clear view on our performance. Quarterly EPS has grown at a 21% CAGR over the last three years on an operating basis. And I think it's important to note that the one-time gains resulting from portfolio actions has resulted in an additional $0.71 of as-reported EPS, above the year-to-date operating EPS of $2.58. ROC is now 11.9%, up more than 170 basis points versus the same quarter last year. And we expect ongoing improvement, as our growth levers particularly on the U.S. Gulf Coast and in Saudi Arabia continue to produce and as we complete our portfolio management actions. Cash from operations reached $2.5 billion in the quarter, up $700 million or 41% versus the year-ago period, and has now reached $8 billion over the last 12 months and we continue to return this cash to shareholders. Year-to-date, Dow has returned $1.9 billion to shareholders through declared dividends and share repurchases. Additionally, our recent completion of the Dow Korean products divestment, which successfully closed on October 5, at a tax efficient value of $5 billion or a taxable equivalent value in excess of $7.5 billion. This is a significant value for a commodity business and created a win-win-win for Dow, for Olin, and for the shareholders of both companies. Overall, as a result of this transaction, our net debt went down by $3 billion, and $1.5 billion in Olin common stock was distributed to Dow's shareholders in exchange for 34.1 million shares of Dow's stock. A slide is available in the appendix for additional details. Let's please now turn to segment operating results on Slide 8. In Ag Sciences, operating EBITDA for the segment was down from the year-ago period, reflecting declines in price, the sale of AgroFresh and a gain of $44 million from the one-time sale of a joint venture. The business saw continued strong demand for new crop protection molecules with a 40% increase in new product sales versus the same quarter last year, and an 8% increase year-to-date, led by strong growth in spinetoram insecticide. Results in the quarter also reflected significant improvement in year-over-year cost reduction actions. Overall, the ag market continues to be challenged with high inventory levels and currency pressures, more than offsetting higher volume gains in Europe, Middle East, Africa, India as well as North America. We do expect ongoing weakness to continue over the next 12 to 24 months. While conditions in Brazil ag were weak in the quarter, Dow continues to gain share, and in fact has now moved up to second place in corn seed market share. We also achieved a significant regulatory milestone with the approval of Enlist cotton. Moving to Slide 9, Consumer Solutions reported record operating EBITDA, despite a year-over-year decline in equity earnings. Dow Automotive Solutions achieved a quarterly operating EBITDA record, reflecting growth in both OEMs, as we see continued adoption of aluminum, high-strength steel and composites as well as in our aftermarket segments. Our business continues to outpace industry growth, driven by Dow's innovative structural adhesive solutions and there is significant upside potential, as we continue to expand into do adjacent applications. Consumer Care volume grew in pharma and personal care sectors, offset by sales declines in the lower margin homecare and industrial markets as well as by ongoing currency headwinds. We continue to see demand strength in the high-value portions of our cellulosics chain. In Dow Electronic Materials, EBITDA growth in semiconductor and display was offset by declines in interconnect technologies. Display profitability was improved this quarter by self-help actions, including the intentional exit of low margin business and our focus on upgrading the portfolio. Turning now to Infrastructure Solutions on Slide 10. Overall operating EBITDA for the segment decreased, as growth within several businesses was offset by declines in equity earnings, reflecting a one-time tax credit Dow Corning received in the third quarter of 2014. Dow Building and Construction reported record quarterly operating EBITDA as well as volume growth in most regions, particularly in cellulosics and spray foam technologies. Our innovative product lines are driving growth that is outpacing that of global construction markets and our proprietary flame retardant technology is capturing attractive licensing income. Dow Coating Materials reported volume gains in most regions led by double-digit growth in EMEAI. The business has expanded its market participation with a robust innovation pipeline in new vinyl acrylic binders and rheology modifiers across a broad range of customers. On a global scale, Performance Monomers continues to remain in industry-wide trough-like conditions. Energy and Water Solutions reported double digit volume growth in emerging markets for reverse osmosis solutions, partially offsetting declines in energy sales in North America. Turning to Slide 11, Performance Materials and Chemicals reported a decline in EBITDA, reflecting the impact of divestitures and lower MEG pricing. Strong volume in Asia as well as in a majority of businesses was more than offset by global pricing pressures and ongoing currency headwinds. Industrial Solutions reported earnings declines due to compressed glycol margin and weakness in North America oil and gas drilling demand. Polyurethanes once again continued to deliver strong volume growth, with share gains due to broader market participation, expanding system house sales, the start-up of our Thailand polyols plant as well as underlying fundamental demand growth in EMEA and Asia-Pacific. On Slide 12, Performance Plastics EBITDA achieved record levels due to robust demand in all businesses. Dow Packaging and Specialty Plastics reported a record quarterly operating EBITDA, as the business captured gains from demand growth in emerging markets, high operating rates, strong asset reliability and tight inventory across the chain. Dow Elastomers delivered a second consecutive quarterly operating EBITDA record, due to demand in key markets such as transportation, high-end footwear and infrastructure. And Dow Electrical and Telecommunications also reported volume growth in North America and EMEAI, as new home sales and construction spending rates trended higher. Turning to Slide 13, we want to illustrate the importance over time of owning the full polyolefin value chain. As you can see, the source of income has shifted over time. It's hard to predict which bucket the value will come from in any given period. In the 2002 trough, for example, the ethylene to naphtha spread was high in very weak markets, with some contribution from the oil to gas spread. Our differentiation in 2002 was much lower than it is today. In the strong markets of 2005, there was virtually no oil to gas spread. In 2009, Dow retained market share and decent trough margins due to product differentiation, while competitors that didn't own the differentiation or the feedstock flexibility struggled to the brink of insolvency. In 2014, the oil to gas spread was the main driver of margins, but full chain integration and differentiation played an important role. This differentiation for Dow is based on unique polymers, catalyst, process and comonomer combinations. In 2015, the margin has been shifting to both the polymer and the differentiation, as supply-demand tightness, especially across the integrated chain, continues to progress even in a climate of soft GDP. The Dow strategy has been to continue to be a leader in all three of the margin opportunity buckets, leveraging the Dow material science backbone to provide differentiation that amplifies that performance. I also want to take a minute and share our latest outlook on supply demand for the ethylene and polyethylene value chain on Slide 14. This outlook utilizes the most recent GDP forecast, assumes historical growth multiples to GDP, a gradually recovering China, as well as the latest data on capacity additions. Integrated polyethylene and elastomer balances are tight today and the outlook indicates these balances will stay tight for at least the next several years. Additional, tightness is likely to come from an industry operating reliability issues, both at the monomer and polymer stages of the value chain. As we have discussed many times, much of these assets are old and unplanned outages across the sector have been and likely will continue to happen at relatively higher frequencies. With these tight industry balances, any significant unexpected operating event will be met by shortages and a pricing response, which has certainly had an impact on conditions in the U.S., Europe and Asia in the last two years. The bottomline in our view is that Dow is well-positioned for favorable ethylene and polyethylene industry conditions through at least 2020, based on current announcements and timing to complete the projects. Before I turn it over to Andrew, let me provide some modeling guidance heading into fourth quarter on Slide 15. I'll just cover some highlights. On a year-over-year basis, the fourth quarter will be impacted by divestitures, mainly AgroFresh, Angus, Sodium Borohydride and Dow Chlorine Products in three material ways. First on the revenue line, please remember, revenue will be lower by between $1.3 billion and $1.8 billion. We also expect to realize a negative impact on EBITDA of between $150 million and $225 million. And depreciation and amortization will be lower by between $35 million and $50 million. The other item I'd like to point out is the tax rate for the fourth quarter will likely be between 24% and 27% on an operating basis. If Congress enacts the extenders R&D benefit before yearend, we will settle at the lower end of the range. As you all know, we closed the Dow Chlorine Products transaction on October 5, which will have a tax impact on the as-reported earnings in the fourth quarter. As a result, we expect our as-reported tax rate will be between 10% to 13%. Once again, we provided the popular macroeconomic heat map in the appendix of the presentation. And now, I'd like to turn the call over to Andrew, who will provide an update on our outlook, as well as our strategic drivers for the next 24 months.
Andrew Liveris:
Thank you, Howard. In Slide 16, you'll just see in a few moments I'm going to share the next series of goals that our Board and our management have come up with for our portfolio transformation over these next two to three years. So if you reference Slide 17, at our Investor Day 2014, we summarized what you could expect from Dow for the next 12 months. And this series of commitments was a continuum from our 2013 strategy reviews undertaken by our Board, which culminated in the series of choices in our growth engines and our self help actions. And what underpinned those reviews in 2013 and was reinforced by our statements at the Investor forum in 2014 is that
Jack Broodo:
Thank you, Andrew. Now, we will move on to your questions. First, however, I would like to remind you that my comments regarding forward-looking statements and non-GAAP financial measures apply to both our prepared remarks and the following Q&A. Rochelle, could you explain the Q&A procedure?
Operator:
[Operator Instructions] And our first question, we'll hear from PJ Juvekar with Citi.
PJ Juvekar:
Howard, I like your win-win-win comment.
Howard Ungerleider:
It was PJ. I mean, it was a tremendous transaction for both Dow, for Olin and for all of our shareholders, I mean really it was.
PJ Juvekar:
So my question is on ag. Andrew, you mentioned that you want fair value, and there's pressure to do something. But is it the right time to divest ag, given that ag markets are depressed? And then on seeds, it doesn't make any money today, but you have this great pipeline, so how do you capture all that in your divestiture comments?
Andrew Liveris:
You got to take it from the two angles that we are taking it with. You've just given us one angle, which is the retention angle. And then in consolidating ag market, the affordability of R&D budgets and the capturing of synergies is another angle. And if you look at our total market cap and you look at the contribution of Dow AgroSciences, both revenue and EBITDA, then projected EBITDA, you could take some multiples, and say, that as a percent of market cap is higher than as percent of either revenues or profit in the enterprise. So that begs value release and we have talked to many, all of our owners about that. You can entrust upon us, so all of our owners, that we will definitely compare it, as I've said in my remarks, to the value of retention. But look, we believe that over time the hurdle of doing business in this sector will only keep increasing. We've done a phenomenal job through collaboration of building our capabilities and we've done a tremendous job, as you acknowledged on building the pipeline of both chemistry and traits. And we will extract full value in whatever construct we come out with that beats anything towards retention.
Operator:
And next we'll move on to Steve Byrne with Bank of America.
Steve Byrne:
Your outlook comments include an indication of a widening oil/gas spread benefiting your polyethylene chain. I was wondering what your thoughts were on the outlook for a looming surge of anthracite-based petrochemical production, and do you see that as an opportunity for China to become more competitive in this area? Any leverage you think they can pull to lower the variable cost of that industry?
Andrew Liveris:
I really appreciate the question and it's a recurring question. Actually, way back in '03, '04 China's coal-to-olefins projects were looming large, especially with the oil and gas price structures that existed back then. Look, we have been part of it. We have actually assisted one of our partners there to actually move through the approval process. We have one point-in-time even considered participating ourselves. But in our view, despite the variable cost comment you just made, it is unlikely to be any new projects being brought forward. These are very hard to run, highly polluting projects, very water-intensive. They're all in the wrong place. And we believe that their ability to operate even is suspect, as already witnessed by the one that's online. And if you throw on top of that that there will be sub-world scale on the derivative side and actually be mostly in the commodity areas like glycol and gas based, commodity-based polyethylenes and polyprop it will have little or no effect on the value chain comparisons to either the Middle East production, which we're part of or the U.S. production, which we are part of.
Operator:
And our next question, we'll hear from Frank Mitsch with Wells Fargo Securities.
Andrew Liveris:
What about the Mets, Frank?
Frank Mitsch:
Andrew, I was just going to say, that I'm not sure who is doing a better job of managing, you or Terry Collins of the Mets, so key point.
Andrew Liveris:
Terry is a Midland guy. He's born and bred in Midland.
Frank Mitsch:
I did not know that. I did not know that. Sorry, Howard, about the Yankees.
Howard Ungerleider:
But are you going to write the check for Cespedes? I mean, I think Detroit helped the Mets this season.
Frank Mitsch:
We are very grateful and we're keeping Murphy. Andrew, you made the comment no large M&A, and then obviously you indicated that you are in discussions with Corning. I was wondering if you could, at least, conceptually speak about the positioning of the Dow Corning joint venture within Dow proper, the logic behind it, what your expectations might be if in fact you are able to execute on that.
Andrew Liveris:
Yes, 72-year JV. Despite the comments on execution with the Mets, we are not foreshadowing an easy execution play here in terms of the partnership being such a strong one. But the good news is both partners know the company inside out, as you might imagine having been on the Boards of this company for a long time. We know the company. Look, Frank, it's just down the road here in Midland, Michigan. These synergies are very unique and are available to one partner, i.e. Dow. And then of course, there's more than that. There's the point you just made about market synergy. As we've rebuilt our portfolio these last many years, Dow Corning's become a much more logical fit on the market side, that wasn't true 10 years ago. And clearly whether it's in the consumer sector, the infrastructure sector, there's electronic materials, building construction, home and personal care, we also see growth synergies on the market side. This will only happen, if it's value accretive to both companies. The win/win/win of Olin, if we can construct it here, something might happen. But we've been very public about JVs and bringing them on balance sheet or off balance sheet. The Kuwaiti announcement is obviously moving in the other direction. And we anticipate that if something happens here, it will only happen, because it's hugely value creating.
Operator:
And next we'll move on to Jeff Zekauskas with JPMorgan.
Jeff Zekauskas:
Maybe I can ask Frank's question in a different way. If there are no large M&A transactions that you plan, but there is something that you plan with Dow Corning, is it that we would rule out that Dow would buy the piece of Dow Corning, that it doesn't own because you don't plan to make large acquisitions or is that not the right inference?
Andrew Liveris:
Look, I don't want to be -- there's no vagueness in the two commentaries, just to be very clear. There's no big M&A outside of our joint venture work. We've been very clear, our joint venture work is our joint venture work and we'll consolidate or deconsolidate. And yes, some people might say that's big M&A. But no, it's not big M&A, because it's a joint venture that we're either consolidating or deconsolidating. There's no problem with those statements coexisting, Jeff, but I understand your point. There could be cash outlay here, but there will only be cash outlay if it's hugely accretive, I mean just to be very clear.
Operator:
And next we'll move on to Peter Butler with Glen Hill Investments.
Peter Butler:
Is, in fact, your stock market goal is to become a sustainable earnings growth story to replace the old Dow cyclical growth story? And if so, could you talk some about what remains to be done on your M&A and restructuring program? What might reasonably happen in the next, say, year-and-a-half?
Andrew Liveris:
So the three year goals that we punched out today are very clear. We believe that the Kuwait joint venture and the way we're restructuring that will yield cash. And of course, for them it will yield growth. So it's a win/win/win. We believe that we have got bolt-on M&A in our future but no big M&A, to Jeff's question, other than whatever we end up doing with Dow Corning. We believe that Sadara and U.S. Gulf Coast, which by the way Sadara is already sold out on first product and we are pre-marketing as we speak on polyethylene. We're bringing those assets on at exactly the right time. So the $3 billion EBITDA run rate from the US Gulf Coast assets and the $700 million net income boost steady - state run rate on Sadara is new cash flow. And Peter, I think the way we should all think about the company is that it's going to be a cash flow machine these next several years. As you can already see, our cash flows are being boosted substantially. If we do any degree of monetization on ag of any sort, that just adds even further. And so this is all going to be returned to the shareholder. We're going to be a consistent dividend payer at the payout ratio of roughly 45% and we're going to be a buyer of our shares, while our shares in our view are undervalued. And I think the collective view is you generate cash, you spend that cash to grow organically. We have done that. We've got a lot of organic growth in our innovation pipeline. And we'll keep returning cash to our shareholders.
Operator:
And next we'll move on to David Begleiter with Deutsche Bank.
David Begleiter:
Andrew, nearer term, can you discuss polyethylene price expectations for Q4 volumes as well. And Performance Plastics, how do you view the business versus Q3 sequentially on EBITDA basis?
Andrew Liveris:
Howard, why don't you take that?
Howard Ungerleider:
I would say, look, I mean when you think about polyethylene around the world, and I'd point you to the slide and some of the prepared comments. But November price increases are in the market, positive sentiment is building. I think Andrew made some comments in some his interviews earlier this morning about Dow and other producers in Europe closing their order book. So October order books for Dow have been closed for about two weeks and a few other producers as well. So that tells you a couple of things. One, inventory through the chain are low and fundamental underlying demand in Europe is good. We've had really strong demand in Asia. I mean, at a company level, this a company comment, not specific to polyethylene, we had 12% volume growth in China versus same quarter year ago. And our packaging business was north of 20%. So you're seeing demand growth in Asia, you're seeing demand growth in Europe. The U.S. economy still is a bright spot. You've got unplanned events happening. There was a big issue in Brazil in the last week, so that just reinforces a point. So margins over the next several years should continue to move up, that is the expectation. Fundamental underlying demand will outstrip the additional supply growth, and that's our view.
Operator:
And Don Carson with Susquehanna Financial will have our next question.
Don Carson:
A question on ag, just on near-term. On Slide 15, you talk about 3% to 5% down sequentially. So are you expecting ag to lose money again in fourth quarter kind of a reversal from last year? And then more broadly, as you look to restructure ag or monetize your position, is DCP the model, where you might do a Reverse Morris Trust, and then distribute the shares in the combined entity to Dow shareholders, so they can continue to participate in the growth of ag?
Howard Ungerleider:
Why don't I take the first question, then I'll throw it to Andrew for the strategic. But when you think about ag, no I don't think we're going to lose money in the fourth quarter. But it is soft. The market is soft, highly-competitive price environment. We're still dealing with significant currency headwinds. I mean Brazil in the third quarter was a 50% drop versus a year ago. You got economic issues in Brazil. Argentina is certainly where we potentially have a devaluation coming here in the fourth quarter after the elections, so we've got to get through that. But my point would be in a down market we are winning. We're winning with our new molecules on the chemistry side. I highlighted earlier that we are now number two in Brazil corn. That's a new fact. We were number three, we are now number two. So we are winning. And I think we are really seeing the pipeline start to come through the market on both the chemistry side and the biotech side. Andrew, you want to go head with strategy?
Andrew Liveris:
Yes. And, Don, look, we're open to all constructs. That was a great construct with a win-win-win of Olin. So we're open to all constructs that release more value, and actually that value stays with the shareholders. It doesn't atrophy away in a tax disadvantage deal.
Operator:
And next we'll move on to Hassan Ahmed with Alembic Global.
Hassan Ahmed:
Two-part question on Performance Plastics, if I may. Obviously, a nice sequential bump-up in EBITDA. So the first question is that you mentioned in the press release that Europe, obviously European margins was strong. How did North America fair? Was it sort of flat, down? Just trying to get a sense of how feedstocks flexibility within North America sort of played a role in the quarter. So that's the first one. The second one is, as you look at 2016, there seems to be a pretty heavy turnaround schedule on the ethylene side of things globally. So do you expect to see effective utilization rates tighten materially from here, particularly through the first half of 2016?
Andrew Liveris:
Howard, why don't you take those?
Howard Ungerleider:
I mean, certainly Europe margins were strong in the third quarter. North America came off a little bit, but not as much as everybody was expecting or the third-party pundits were pontificating. We've got North American operating rates in the industry are in the either the very high 80s or low-to-even mid-90s. The ACC data, you had below 40 days of inventory. So again that tells that you fundamental underlying demand is there. And we're taking advantage of that. And if you project forward the next few years, we've added in on our slide in the slide deck, we've added in all the new capacity. I think, frankly, we've been conservative. We added nine crackers on the Gulf Coast coming on between now and 2020. I don't think it's going to be nine, but we wanted to stress test it, and operating rates still go higher from here between now and 2020.
Operator:
And we'll move on to John Roberts with UBS.
John Roberts:
Why is the new executive leadership counsel separate from the Office of Chairman/CEO? Could you talk a little bit about the shuffling you did there?
Andrew Liveris:
Look, I wouldn't over-read anything about team structures. Every company does their own thing. We've got the most important part of the team announcement you saw today, John, is the team at the top. The top three of this company, Howard, Jim and I, we're going to run the company. Howard and Jim have got significant responsibilities, new responsibilities, very excited by that. It's a very strong team. Actually, we've had this team in place for a long time now, and they continue to show exceptional performance, as this quarter has shown. But the team that also reports to the CEO or the governance functions, some of the key functions that now report to Jim and Howard, we're going to pull that together as an executive leadership council that gets together and makes sure that we leverage every aspect of this company. Well, the three of us have everything. And the three of us, there was a term used at Dow for historians, from back in the 70s and early 80s, called a troika. I don't know whether that means anything to anyone, but you can call us that if you like. But the three of us run the company in terms of the big decisions and the operational decisions.
Howard Ungerleider:
Maybe you just gave at least one of them a headline.
Andrew Liveris:
Of course.
Operator:
And we'll move on to Bob Koort with Goldman Sachs.
Bob Koort:
Andrew, I'm curious, as you look about the JVs, and then maybe doing something with ag, historically Dow has been pretty flexible. So is there an opportunity to maybe use earn-outs or other mechanisms, if you can't come to an agreement on current values for those assets? And then secondly, I'm guessing as we go through earnings season we're not going to find many companies that produce the numbers you showed in China, the numbers Howard talked about in the architectural paint markets in Europe. So can you give us some sense of were there some one-offs, was there some trade opportunities, arbitrages or what kind of confidence do you have that you can sustain those really pretty surprisingly strong volume trends?
Andrew Liveris:
I'll take the first one and give Howard the second. There is no question that the Dow AgroSciences property is at the top of that beta pyramid, low beta that you saw on one of the slides in the deck. We've nurtured it, grown it, cared for it, fed it in terms of R&D, and it's grown, grown, grown, and it now has a technology pipeline. In the many years we've been doing that, the Board has done extensive reviews, certainly no less than semiannually and some very big deep drills, where we spent days at a time. To look at the ag market, because it's been obvious that since 15 years, 10 years ago, that another round of consolidation will come one day. And whenever it does, Dow should be able to answer the questions of releasing the value in the portfolio in the best available construct. So, yes, all options are available to us, including the one you just spoke about. Howard, do you want to take the polyethylene thing and the China thing?
Howard Ungerleider:
On the flexibility side, I would just say, Bob, we have had a track record of being flexible with our divestitures. So you look at in just in last 12 months, Angus and SBH were straight divests. You look at AgroFresh, which was a SPAC, I think we're the first Fortune 50 company to do that. I think at the time we announced $900 million of value for AgroFresh, embedded in that transaction was an earn-out. So that will bring future value, assuming AgroFresh delivers on their financial plan, which we're confident that they will. There is also a tax receivable agreement. When you add the value of the earn-out and the tax receivable agreement, that brings the AgroFresh value on an NPV back to Dow of north of $1 billion of value. And then the Olin RMT, I mean it just shows that we're willing to look at everything. This management team has a very large focus on return on capital, and we've been increasing ROC between 100 basis points and 150 basis points a year. And our focus is any transaction we do, we want it to be a help in EVA momentum and ROC increase.
Andrew Liveris:
The China question?
Howard Ungerleider:
I'm not even sure I remember what the China question was?
Andrew Liveris:
I mean, why are we seeing the contrarian --
Howard Ungerleider:
It's simple. It plays to our portfolio. And if you think about where China is, they've exited this heavy industry phase, and it really is all about light industry/consumer. So you think about our materials, whether it's RO membranes in water, whether it's our elastomers, whether it's our architectural paints, where 10 years ago you would sell very low-end paint to a developer who would look to spray an entire building. Today you've got people in China who have been in their apartments or their homes for 10 years, they are making the choice, and their value proposition is going to be very different from a developer. They are looking for technology, they are looking for things, whether it's our FORMASHIELD, to take formaldehyde out of the air and trap it in the formulation or one-coat hiding. These are the kinds of products that we have, and you're starting to really see that through each of the three quarters of the year.
Operator:
And next we'll move to Jonas Oxgaard with Bernstein.
Jonas Oxgaard:
One comment first. I would stay away from the troika. I would suggest respectfully a triumvirate. Much better.
Andrew Liveris:
Thank you, Jonas. You may have saved the headline for me.
Jonas Oxgaard:
So that said. I was curious on the ag side, have you already started discussions with potential partners, other owners or where are you on that timeline?
Andrew Liveris:
So Jonas, really, literally, since the Monsanto Syngenta conversations began in May, you could imagine that every player talks to everyone. And on previous call, I think it was the last quarter's earnings call, I basically said Dow will have a seat at the table. So, yes, we're all talking to everyone. And there's no imminent deal. I just want you to obviously listen to the questions that were asked a couple times about, is this a good time, is this the right value, dah-dah-dah, all that is very key questions that we have to answer for our shareholders. But look, the answer is, everyone is talking to everyone.
Operator:
And next we'll move on to Vincent Andrews with Morgan Stanley.
Vincent Andrews:
I unfortunately have another follow-on question on the ag situation. It sounds like you're considering either a sale or keeping it internally. And I'm just wondering, are you also considering intermediate options such as a spin-off or a sub-IPO tracking stock, those types of things? Particularly in the event if the timing or the bid/ask spreads would suggest it might make sense to wait a little bit longer before complete monetization?
Andrew Liveris:
Thank you, Vincent, for allowing my shortest answer, yes.
Vincent Andrews:
And if I could just follow-up on the price declines and crop chemistry vis-à-vis the inventory levels, how much of that do you think is just a function of weather-related demand issues? How much of it is a function of, maybe in Brazil, the financing issues? And are you extending more credit to farmers or bartering or those types of things? And how much of it is just sort of the dollar has made, maybe in the past made purchasing power and pricing power higher and now that tides gone out a bit? How do you sort of shuffle the deck between those buckets?
Howard Ungerleider:
Yes, I would say it's really -- you literally answered the question, because it really is a little bit currency, it's a little bit lower crop prices, which you look at a rented piece of land and the farmer's not able to make money in Brazil on that basis. And there has been -- you throw some weather in there and you mix it all together and it makes for a really challenging environment after three years of pretty high yields with high inventories.
Operator:
And next we'll move on to Jim Sheehan with SunTrust.
Jim Sheehan:
Regarding your flame retardant technology, you're gaining some new license revenue there. I was wondering if you could just comment on where you see that technology going in the future. Do you think you can grow it outside of Europe?
Howard Ungerleider:
I would say, yes, the medium- to long-term plan is that's going to be global technology. So we're seeing nice licensing income. I mean, it plays right into our technology material science strength. And boy, talk about EVA and ROC, it really has been a nice tailwind for building and construction and we see that continuing to expand over time.
Operator:
And next we'll move on to Aleksey Yefremov with Nomura Securities.
Aleksey Yefremov:
What is the EBITDA associated with any global stake being sold? And also, could you comment on the magnitude of the equate stake sale as well, how does it compare in terms of proceeds and EBITDA?
Andrew Liveris:
So we don't look at it on an EBITDA basis. Do we, Howard?
Howard Ungerleider:
I would say this, Phase 1. I mean, this is the beautiful thing, and why I would differentiate in terms of JV consolidation, deconsolidation, its hidden EBITDA. Remember, because of 20-50 equity accounting, you don't see the EBITDA of our joint ventures. You only see our percentage ownership of the net income after tax of the joint ventures in our EBITDA. So when you look at Phase 1 that we announced today, you're talking about probably in the range of $30 million to $50 million of lost Dow EBITDA in exchange for the $1.5 billion of proceeds. So it's a pretty nice EVA positive.
Operator:
And that will be all the time we have for questions. I would like to turn the call back over to Mr. Broodo for any additional or closing remarks. End of Q&A
Jack Broodo:
Thank you, everyone, for your questions. Andrew, did you have some closing remarks?
Andrew Liveris:
Yes, I do. We packed a lot into this call. We appreciate your questions. You've got our earnings release. You've also got our pathway for the next two or three years release as well. We have a company that's closing out one year early from its goals that we announced in 2013. Our divestment targets were exceeded. We are in the position now of talking about the next two or three years with great clarity, and that clarity has been provided on the call. This is a company that has delivered on its promises. There's no gap between what we've said and what we've done and we intend to continue that. And we're getting little to no help from a consistent economy. Witness all the questions on volatility. Look at the proof points of our portfolio performing in this economy, which we now have got quite a few quarters in a row. Those who worried about low oil, look at our results. Those who worried about China going away, look at our results. The results of the company and the consistency of performance enables us, as a Board, and management team to continue to deliver that growth in terms of earnings and cash flow. We are strong cash flow machine, getting stronger back to you. There is no big M&A. We will consolidate JVs where it makes sense. There is no need to think about this company directing itself to anything in terms of big CapEx. We've got the big projects starting up. We have done this the last five years with your perseverance, and we are now in the throes of starting up some of the biggest industrial chemical complexes of all time, the one in Saudi Arabia, and of course, the big expansion on the US Gulf Coast. We're advantaged on the inputs and we're advantaged on the outputs. That's a structurally hedged portfolio that's very unique to this enterprise. We commit to you consistent return to shareholders, consistent return of that cash over these last five years. And last but not least, I'm very proud of the team announcements we've made today. We have the team to drive this company for the next five to 10 years in place. It's a team that has consistently grown and delivered for you, the shareholder, and I'm very proud of that. Thank you.
Jack Broodo:
Thank you, Andrew. As always we appreciate your interest in the Dow Chemical Company. For your reference, a copy of our prepared comments will be posted on Dow's website later today. This concludes our call for today. We look forward to speaking with you again soon.
Operator:
And that will conclude today's call. We thank you for your participation.
Executives:
Jack Broodo – Vice President-Investor Relations Howard Ungerleider – Chief Financial Officer and Executive Vice President Andrew Liveris – Chairman, President and Chief Executive Officer
Analysts:
David Begleiter – Deutsche Bank Vincent Andrews – Morgan Stanley Frank Mitsch – Wells Fargo Securities Jeffrey Zekauskas – JPMorgan P.J. Juvekar – Citi Bob Koort – Goldman Sachs John Roberts – UBS Peter Butler – Glen Hill Investments John McNulty – Credit Suisse Don Carson – Susquehanna Financial James Sheehan – SunTrust Robinson Humphrey Duffy Fischer – Barclays Hassan Ahmed – Alembic Global
Operator:
Good day, and welcome to the Dow Chemical Company Second Quarter 2015 Earnings Results Conference Call. [Operator Instructions] Also, today’s call is being recorded. I would now like to turn the call over to Mr. Jack Broodo. Please go ahead, sir.
Jack Broodo:
Good morning, and welcome everyone. This is Jack Broodo, Vice President of Investor Relations for Dow Chemical. As usual, we are making this call available to investors and the media via webcast. This call is the property of the Dow Chemical Company; any redistribution, retransmission or reforecast of this call in any form without Dow’s express written consent is prohibited. On the call with me today are Andrew Liveris, Dow’s Chairman and Chief Executive Officer; and Howard Ungerleider, Executive Vice President and Chief Financial Officer. Around 7:00 a.m. this morning, July 23, our earnings release went out on Business Wire and post on the internet on dow.com. We have prepared slides to supplement our comments in this conference call. These slides are posted on our website and through the link to our website. Some of our comments today include statements about our expectations for the future. Those expectations involve risks and uncertainties. We cannot guarantee the accuracy of any forecast or estimate and we don’t plan to update any forward-looking statements during the quarter. If you would like more information on the risks involved in forward-looking statements please see our SEC filings. In addition, some of our comments reference non-GAAP financial measures. A reconciliation to the most directly comparable GAAP financial measure and other associated disclosures are contained in our earnings release and on our website. Unless otherwise specified all comparisons presented today will be on a year-on-year – year-over-year basis. Sales comparisons exclude divestitures and hydrocarbons and energy, EBITDA, EBITDA margins, return on capital and earnings comparisons exclude certain items. Some of our comments may also contain statements about our announced agreement to separate a substantial portion of our Chlor-alkali and Downstream Derivatives business and merge it with a subsidiary of Olin Corporation. In connection with that transaction, Dow and Olin have filed with the SEC that contains important information and we advise you to read them. These filings are available free of charge from the SEC or Dow or Olin as applicable. The agenda for today’s call is on slide three, and I will now turn the call over to Howard Ungerleider.
Howard Ungerleider:
Thank you, Jack, and good morning, everyone. Turning to slide four, simply put Dow delivered strong financial results with year-over-year increases in operating EPS, EBITDA and EBITDA margin expansion, all for the 11th quarter in a row. Our business discipline and financial objectives remain firmly on track and are reflected in our performance. Earnings per share rose 23% to $0.91 on an operating basis. Operating EBITDA increased to $2.5 billion, a record second quarter for the company, and driving first half EBITDA also to a record $4.9 billion. Operating EBITDA margins expanded 396 basis point from the year-ago period to 19%. Sales declined 13% year-over-year primarily as a result of currency and the effects of lower oil price. However, on a sequential basis sales were up 4% as local price improved, offset by currency, while volume grew 4%. Excluding the impact of divestitures on a year-over-year basis, sales volume has increased for the past seven quarters. Sequentially we saw increasing demand across most geographic areas led by Greater China, the U.S., and Latin America. Year-to-date our cash from operations increased more than $700 million year-over-year, reaching $2.7 billion. And we returned $1.5 billion to shareholders so far this year. Our performance over these last many quarters highlights the strength of our structurally hedged integrated portfolio. The power of growing demand for our innovative products which enable margin expansion in our targeted markets, the benefit of our geographic footprint to capture demand where is around the world, and the value of our integrated low-cost positions and feedstock flexibility to overcome volatile crude oil pricing, all of which are enabling us to drive higher and more consistent earnings. You can see on slides five and six progress on our key financial goals as outlined at our Investor Day last fall. We are becoming an EVA [ph] driven company with a clear focus on growing earnings, improving ROC and rewarding our shareholders. We review these metrics with our Board at every board meeting. As a result, we have been consistently delivering improving financial performance. EPS has grown at 22% CAGR over the last three years. Operating ROC is 11.5% and continues to increase as our growth levers are beginning to produce and we complete the execution of our announced portfolio management actions. We continue to generate significant cash flow from operations of $7.2 billion over the last 12 months. And we remain disciplined in deploying this cash to further reward our shareholders, having paid $1.8 billion in dividends and $2.6 billion in share buy-backs in that same timeframe, all while continuing to invest for growth. These results, which you can see on slide six, are a direct reflection of our consistent efforts to perform with industry leading operational excellence, execution and enterprise-wide financial discipline. Now let’s take a look at our operating results for each of our segments in the second quarter as well as some modeling guidance. So turning to slide eight, in Agricultural Sciences overall operating EBITDA increased 8%. Record yields across the Americas have led to tough conditions in the Ag industry, but our sales of new crop protection products increased 5% year-over-year while we continue to make progress on regulatory approvals for our new technology. In fact, this quarter we received the approval of Enlist corn and soybean traits in Brazil, Enlist E3 soybeans in Argentina, and the active ingredients in Arylex herbicide and Isoclast insecticide in Europe. And just yesterday the Chinese government approved a permit for Dow AgroSciences to import and test Dow Enlist E3 and Contesta [ph] as the next step. And although this is not final approval or an indication of the timing of final approval, it is a key required and significant milestone on the path forward for full scale launch of Enlist for both corn and soy. In Consumer Solutions overall sales and EBITDA declined, however, Dow Automotive Systems delivered yet another record EBITDA quarter as a result of volume growth and the sector’s demand for light weighting behind our industry leading BETAMATE products as well as strong demand for premium vehicles and large SUVs which feature more Dow material. Our Electronic Materials business also saw strength in the semiconductor sector, building on Dow technologies like our iconic polishing pads that delivered growth at pace higher than the 5% industry MSI [ph] increase expected for the full year. This strength, however, was offset by weaker display volumes as the industry awaits new product launches. In Infrastructure Solutions demand was strong in our Construction and Reverse Osmosis businesses, with new technologies such as our polymer flame retardant materials for foam insulation and our FILMTEC eco membranes for water applications. Our Building and Construction business achieved a record quarterly operating EBITDA and our Coating Materials business once again delivered volume growth through expanded market participation in both new grades of emulsions and rheology modifiers. This was offset, however, by declines in the energy sector which negatively impacted sales in Dow Microbial Control and Dow Oil, Gas and Mining along with continued and industrywide trough-like conditions in acrylic monomers. Turning to slide 11, Performance Materials and Chemicals operating EBITDA grew 28% year-over-year and EBITDA margin expanded nearly 600 basis points as the benefits of our productivity actions, focused price/volume management and lower costs continued to positively impact the bottom line. Demand is strong for products in our core chains including integrated chlorine, polyurethanes and EO derivatives. The chlorine envelope is showing recovering EBITDA performance and stable EBITDA margins due to our productivity gains following a weaker first quarter. And finally, Performance Plastics achieved a new second quarter operating EBITDA record of $1.2 billion, up 15% year-over-year on strong demand. Dow Packaging and Specialty Plastics and Dow Elastomers both delivered record EBITDA levels with strong year-over-year volume growth reflecting our market focus and the success of innovative products like HYPERTHERM and Pack Expert. The quarter was also another proof point on our feedstock strategy as our flexibility provided a healthy earnings tailwind in the quarter. Now I’d like to take a minute to update you on our pending Chlor-alkali and Derivatives divestiture with Olin on slide 13. In the quarter we surpassed a number of key transaction hurdles including all antitrust clearances as well as the favorable private letter ruling from the U.S. Internal Revenue Service which we received last week. The value of the consideration that Dow will realize is approximately $5.5 billion and is approaching $9 billion on a pre-tax equivalent basis. Upon completion of this transaction it is our intention to execute a split allowing us to retire in excess of $2 billion in Dow shares. In addition, at the close of the transaction, which remains on track for the fourth quarter, our cash balance will improve by $1.3 billion, our debt will go down by $1.6 billion with a further $500 million reduction in our pension liabilities. The finalized values of course will be updated at the close of the transaction. Before I turn the call over to Andrew, let me provide you with a brief outlook of our financial expectations heading into the third quarter. We see an overall macro environment which supports volume growth, balanced by ongoing currency and price headwinds across most of our businesses. Our productivity actions are gaining momentum, essentially offsetting inflation. And we also expect a year-over-year increase in turn-around costs in the third quarter, as well as increased Sadara spending as we approach first product start-up. More detail regarding our modeling guidance and our ethane propane supply/demand outlook as well as the return of our popular and often asked for macroeconomic heat map can be found in the appendix of the presentation. And now I’d like to turn it over to Andrew for an update on our outlook as well as our key earning drivers in 2015 and beyond. Andrew?
Andrew Liveris:
Yes. Thank you, Howard. Our overall outlook is on slide 15, and if you go through the points, global growth remains volatile and uncertain despite a growth in some economies. And our overall global GDP [audio gap] is approaching around 3%. Now the U.S. remains the one consistent bright spot and our view is that the consumer has begun to spend some of those lower oil price bonuses with our order loading remaining strong as we enter Q3. China remains a mixed bag; a very solid Q2 for us is not necessarily a harbinger of Q3, but note that we have targeted our products and our product mix to sectors that are truly domestically driven, like automotive and construction, and we see good growth in those areas. Volatility and softness do prevail in other sectors. Western Europe remains a positive for Dow with further [ph] demand despite the situation that unfolded in Greece. And emerging markets are all strong with the exception of Brazil. And Dow has positive exposure to all of these growing markets, nearly 35% of total revenue, and we see decent demand in places like Southeast Asia, the Middle East, India, and Eastern Europe. Overall we are growing where growth is. That’s our strategy and our execution is very focused on growing share of demand in those markets, which for us means true value growth. We are doing this predicated on the assumption that the world economy will remain in its current volatile condition and we have to find growth while continuing to focus on productivity and our key projects. So turning to slide 16, this brings me to our earnings growth drivers, both in the second half of this year and beyond. Our discipline and our emphasis on EVA, and portfolio management continued to release further value and are driving higher rewards for our shareholders. As Howard showed, we are very milestone driven, with now 11 straight quarters in a row of strong earnings performance. And our key enterprise growth projects are beginning to start up over these next six months with our first units coming online in Texas and Sadara beginning its start-up in Saudi Arabia. Our low-cost integration strategy will be even further enhanced with these new assets coming online. In addition our strong technology pipeline is in full swing and is yielding end demand material in AgroScience Solutions such as ISOCLAST, EVOQUE, INFUSE, BETAMATE, Arylex, VORALUX and many, many more at a rate of 5,000 new products per year. Our innovation program is producing bottom line results with more than a third of our EBITDA tied to innovation. And we have nearly completed our divestiture program. AgroFresh is on track to close within the coming weeks, and as Howard said our Seminal [ph] Dow Chlorine Products transaction with Olin is on track for close in Q4. Last, completing our next six months drumbeat, our JV consolidation efforts remain very much in focus and we are actively addressing our two major joint ventures as we speak. You know 11 quarters is nearly three years. The pivot we made ahead of the market in 2012 was the core on a slowing and transforming China was to submit to a very different focus on how to achieve earnings growth in a slowing and more volatile world. Self-help through a focus on EVA, productivity and aggressive portfolio management has enabled this performance all the while funding our large integrated projects and our innovation program. We now have a portfolio that’s built to last under all conditions that can grow volume and margins, can be upgraded in quality through aggressive portfolio management, has a pristine balance sheet with all the pre-mentioned new value drivers about to become tail winds. And all with a disciplined focus on shareholder remuneration through share buy-backs and dividend increases. In sum, this drumbeat of execution and discipline, based on our Board approved and management aligned strategy, continues to deliver higher earnings growth, drive strong cash flows and is fueling higher rewards for our shareholders. Dow team will continue to deliver quarter in, quarter out as we have done for these last many quarters. With that, Jack, let’s turn to Q&A.
Jack Broodo:
Thank you, Andrew. Now we will move on to your questions. First however I would like to remind you that my comments regarding forward-looking statements and non-GAAP financial measures apply to both our prepared remarks and the following Q&A. Rochelle, would you please explain the Q&A procedure?
Operator:
Thank you. [Operator Instructions] We’ll take our first question from David Begleiter with Deutsche Bank.
David Begleiter:
Thank you. Good morning. Andrew, very strong first half for ethylene and polyethylene. What’s your expectation for the back half of the year in terms of reduced Agis [ph] and potentially some lower polyethylene prices off the lower oil prices?
Andrew Liveris:
Yeah, look, operating rates, David, are strong on the derivatives and on the crackers. You know there’s a lot of aged fleet out there. And we certainly had some of our own outages in the quarter. And we achieved the results you saw despite that. With the age of the fleet, unexpected outages are out there as a harbinger of constrained supply. There’s not a lot of new supply coming on as a consequence with GDP around 3%. And let’s say that the global ethylene growth rate is a multiple of GDP, somewhere between 1.1 and 1.5. It’s very hard to call them in 90 day slots, but we will see some price slippage with the oil prices staying low and continuing to have a full cost that keeps it low, but you know all of us are reading the same sort of material. But I would tell you that this snugness, this potential for outages, we have a price increase for polyethylene in August. We had one in June. It does speak to the tightness in a pre-cycle run-up that we’ve been talking about for some time.
David Begleiter:
Very good. And, Howard, just on equity earnings, they were up year-over-year and sequentially. Can you discuss what drove that and what were the Sadara start-up costs sequentially? What was the impact in Q2 versus Q1 from Sadara?
Howard Ungerleider:
Yeah. Good morning, David. So yeah, you’re right, equity earnings were up. They were up about $46 million versus same quarter a year ago, about $100 million sequentially. What really drove the year-over-year was the naphtha chain margins with our tied JVs and sequentially we saw a little bit of a boost there as well as increased earnings from our Kuwaiti JVs. But actually if you look at it on a first half over first half, we got no help from equity earnings. First half the equity earnings were actually down about $37 million. Relative to Sadara, we don’t release the actual number but I would say it was in line, Q2 was in line with Q2 costs. So that will ramp as we head into the back half of the year.
Operator:
And next we’ll hear from Vincent Andrews with Morgan Stanley.
Vincent Andrews:
Thanks, and good morning to everyone. Andrew, I’m just trying to get a sense sort of where you are in terms of your outlook today versus three months ago. Are you feeling better? Are you feeling about the same? And I guess maybe you could put that in perspective with sort of the performance of the consumer in the infrastructure segments during the quarter. Was it uniform throughout the three months of the quarter or was there some months better than others, did you finish stronger? And how are things trending so far in the third quarter?
Andrew Liveris:
Yeah, I think – thank you very much, Vincent. I think there’s no question that the six months is a better read on the go-forward economy than three month slices. If you look at sequential numbers, actually Building Construction for example was up sequentially and stayed strong, and I made note of that in my prepared remarks as well as on the TV interviews today, that Building Construction and Automotive are doing quite well in the global economy, especially in North America or U.S. particularly and Europe. But there’s some headwinds that we have seen that became bigger headwinds in Q2, mostly in and around our Performance Monomers unit which as you know gets tagged along with Coatings. Coatings itself did very well. Performance Monomers continues to be oversupplied. So that’s specific to that little – that business; not a little business, a big business. And then Energy and Water, Water did well but Energy, the oil and gas market itself as you know with low oil prices is quite depressed. So if you pull those numbers out of there and make a statement around the whole company, Performance Materials end use demand, Performance Plastics end use demand, and then consumer and infrastructure trending in the right direction in terms of global demand. And again I made a big point of saying we have built a portfolio that has targeted demand drivers. In other words, we’re no longer a vanilla commodity supplier. We are targeted now in use. Our China numbers are a good example of that. Our volumes in China are up despite everyone thinking China is softer down. Where we play in China is where China’s needs are domestically driven such as Automobiles, Construction, and frankly water and food safety and all those things that are drivers. So look, I haven’t really changed. We haven’t changed our outlook from three months ago. I think different parts of the portfolio will play in 90 day slices, but we are still trending. We’ve had seven quarters in a row of year-on-year volume growth in the company. That’s a big statement under all these conditions quarter-to-quarter. We’re structurally hedged as our prepared remarks – I think Howard said in his prepared remarks.
Vincent Andrews:
And just as a follow-up, you mentioned the Sadara cost ramping in the back half of the year. How should we think about them going into next year? Because I’m just thinking, I think you had four plants starting up this year and I think another 20 or 22 to complete over time. So it’s sort of the – is it sort of going to move in a straight line the way – from this year’s trend? Or does it level out? Or how should we think about it?
Howard Ungerleider:
Yeah. We’ll give more details as the end of the year approaches, but the way I would think about it is Performance Plastic – first product which is at this point about 99% complete. First product will start to – is focused in Performance Plastics, right? So you’ll start to see the headwind in cost in Performance Plastics turn into a tailwind between now and the end of the year. That will ramp the – the cost headwind though will ramp in Performance Materials because those products will be starting to launch in 2016.
Operator:
And next we’ll move on to Frank Mitsch with Wells Fargo Securities.
Frank Mitsch:
Hey. Good morning, gentlemen. Forgive me, I saw you two in concert last night, and with your results this morning it really is a beautiful day. So thank you so much for starting us off...
Howard Ungerleider:
Did you just call Andrew Bono?
Frank Mitsch:
Well...
Andrew Liveris:
Leave it alone. Go ahead, Frank.
Frank Mitsch:
Hey, honestly with these results you are a rock star, Andrew. Hey, how – explain to me how your Performance Plastics business had volumes of 5%, 9% ex-hydrocarbons and energies. I mean I would have thought last year you were running pretty much flat out. What’s going on in that business?
Andrew Liveris:
Well, remember, there’s a fairly large rebound going on in Europe, Frank, that I – Western Europe, and overall for the company our Western Europe results have been pretty, pretty strong. And we did a couple things in Europe that gave us even more competitive advantage and enabled us to take share and really pump up those operating rates even higher into their 90s. And that’s because of our propane crack. I mean we have now got propane flexibility not just into Newson [ph] but also in Tarragona. That’s a big deal in terms of our end market cost competitiveness in Europe, and frankly enabled us to really gain share and run those assets even harder. And they’ve been running very, very well. We did have some operating rate issues here in the United States with around some cracker trips that we just basically had to cope with throughout the quarter that actually was a higher – a little bit of a cost flip for us. But still operating rates were in the high 80s early 90s. So look, when you run this, I said around the earlier question, when you run them this hard you stand the chance of being – tripping out not just our assets, everyone else’s assets. But our reliability and our manufacturing people are doing a bang-up job in running our assets more reliable and getting more asset capability out of them as a result, and as a consequence of that we’ve had this volume growth that you pointed out.
Frank Mitsch:
I thoroughly agree in terms of the potential for unplanned outages when everybody’s running their assets so hard. So just hope it’s not you and you just expanded on that. On the propane flexibility side, you’ve quietly kind of improved your exposure, your ability to crack propane. Where do you stand right now in North America and where do you stand in Europe on the propane flexibility?
Andrew Liveris:
Yeah. So the U.S. number is around 67%, close to 70. And Europe is around 55% to 60%.
Operator:
And next we’ll move onto Jeffrey Zekauskas with JPMorgan.
Jeffrey Zekauskas:
Hi. Thanks very much. I think in the first quarter you said that your equity income would be down in the second quarter. And it turns out to be strongly up. What was the thing that was unexpected that happened in the quarter and do you expect these sorts of numbers to be sustainable?
Howard Ungerleider:
Yeah, I’ll take the first part of your question first. I mean what surprised us on upside was the strength of the naphtha chain margins. We knew they were going to come up. We didn’t expect for them to come up as strongly as they did. And the Sadara spending was actually a little bit better than we expected it to be as well.
Andrew Liveris:
And double up, Howard, the naphtha point really came home with Thailand
Howard Ungerleider:
Exactly right.
Andrew Liveris:
Thai JV’s really had a great year-over-year quarterly comparison that may not be sustainable for the back half but certainly in the comparison for Q2 was very strong.
Jeffrey Zekauskas:
How much was the benefit from propane cracking both in the United States and elsewhere this quarter versus either the first quarter or last year at this time? How much did that benefit your EBITDA?
Howard Ungerleider:
Yeah, Jeff, I would say we’re not going to give you an exact number, but what we can say is it was well north of $100 million. And don’t, also don’t forget the Andrew point that we did also have some unplanned events which were probably in the range of $50 million, maybe slightly higher than $50 million. So that’s – at least I give you a couple of points to titrate from.
Operator:
And next we’ll move on to P.J. Juvekar of Citi.
P.J. Juvekar:
Yeah. Good morning, Andrew.
Andrew Liveris:
Good morning.
P.J. Juvekar:
So in this tough Ag environment, there is a lot of consolidation that is being attempted. Would you be a buyer or a seller of assets here? And sort of can you differentiate your comments between crop chemicals and seeds? Thank you.
Andrew Liveris:
Yeah, look, certainly the last few months that question’s becoming top of mind for a lot of people given the obvious Monsanto Syngenta discussion. As you know, P.J., as everyone on this call I’m sure has heard, we’ve been very consistent value growers of Ag. And we have a strength not just in Crop Protection and our integrated Chemistry business there and all the launches that I even had on the prepared remarks, Arylex, ISOCLAST, et cetera, but also we are a very strong trait developer. And that Enlist permit approval for Contesta [ph] and soy E3 was a big deal that Howard talked about that just came yesterday for the soy market in China. As you know, we’ll play big in soy. So we have two very large value drivers. If you look at the value of the buyout of Dow Lanco [ph] in the late 90s, we had an Ag business worth about $3 billion based on that transaction. If you look at the multiples that are out there right now, we have taken that business and made it basically somewhere near a $20 billion to $25 billion business. We doubled the value in the last five years. We can double it again in the next five. But consolidation and this integration between crop chemistry and traits and germplasm, we’re a big believer in. That’s what Enlist, Enlist Duo’s all about. So we understand what’s going on out there in this round of consolidation. And as I said on TV this morning, we’ll be at the table and we could go either way depending on what creates the most value for our shareholders.
P.J. Juvekar:
All right. Thank you for that. And just in Ag on the near term, you talked about missed applications by farmers in June due to rains. Can you get that back in July? And what does that mean for inventories going forward? Thank you.
Andrew Liveris:
Look, it’s going be tough. I mean I would tell you that, and I think Howard had it in the prepared remarks, what keeps us expanding margins is our new product introductions, so that’s the differentiator for Dow. But the market, high inventories, currency headwinds, economic issues in Argentina, highly competitive product and pricing environment, this is not going to – this is going to be a down year for AgroSciences as a market, and certainly for us in the second half it’s going be tough to maintain the year-over-year beats that we’ve had in the Ag business. Look, that’ll clear itself out. I mean one year does not make an Ag driver, an Ag market, but it’s going to be tough to sustain it through the second half, given the conditions of the marketplace.
Operator:
And next we’ll hear from Bob Koort with Goldman Sachs.
Bob Koort:
Hey. Good morning. It’s actually Brian Maguire on for Bob today.
Andrew Liveris:
Good morning.
Bob Koort:
I see in the appendix it looks like your global operating rate ticked up to 84%; looks like it was the highest second quarter rate on that chart. Just wondering if that – what that means for your ethylene operating rates? And do you think we’re now at the point of the cycle where we’re firmly in that upcycle where prices aren’t really going to be set by marginal costs and we shouldn’t really think about oil prices as driving the prices of ethylene and polyethylene going forward?
Andrew Liveris:
Yeah. I think it’s a great astute observation. I’ll kind of – probably answered it on an earlier question. Those ethylene operating rates and the potential for trips and outages like Frank Mitsch was also talking about really means that cycle dynamics are approaching. I mean we call them 2016 as up cycle opportunity based on non-outage driven demand. If there’s outages you’re going to get opportunities for price increases independent of the feedstock input. This is not yet a cycle discussion, but it’s starting to mimic one with outages. I think that’s really what we saw in 1995, we need a historian on the phone, where supply outages really created a mini cycle on the up. But not a lot of new capacity. Not a lot of upside coming in terms of supply side. Decent demand around 3%. You’re going to be able to keep those operating rates into those pre-cycle dynamics. Remember though, we’re not a cycle story. We’re structurally hedged to take low cost inputs and add value to the outputs. We’re not a peanut butter over bread or toast plastics player anymore. Most of our product mix is very, very, very targeted and very, very up market value add.
Bob Koort:
Okay. Thanks. And just as a follow-up, in the slides it also mentioned that you’re still working on addressing your two major JVs; assume that’s Dow Corning and then some of the Kuwaiti JVs. If you just maybe provide an update on how business trends are going in those businesses and whether those are businesses where you’d like – where Dow would benefit from getting some more exposure?
Andrew Liveris:
So the two major JVs are the obvious ones. Dow Corning is doing very, very well. They’re coming back as the market comes back, and their base Silicones business is doing very well. Polysilicon still has got major issues, flat demand. The whole solar discussion between the U.S. and China and resolution to the Judy [ph] question has kept their demand suppressed. But look, overall I think they’re starting to recover like many of our Downstream businesses have begun to recover based on consumer pull, construction pull and the key drivers like transportation that I referenced in the Dow mix. Kuwait, look, Kuwait is a great low-cost producer and that’s a big contributor of our equity earnings but it will swing compared with the commodity market with like oil pricing being a big driver there and like oil pricing is on a downward swing right now. It’s an up and down business but of course what makes money over any condition is a slow cost. We’ve already said we’re not going to continue to be investors in those businesses. We’re going to be redirecting our resources through the value add, low cost integrated plays like Sadara for example.
Operator:
And we’ll hear from John Roberts with UBS.
John Roberts:
Thank you. You mentioned your China strength was automotive and construction. And I can understand automotive. Construction seemed a little bit peculiar there. What’s driving that?
Andrew Liveris:
No question, John. It’s infrastructure spend. I was just in China. I mean, they pivot the big bubbles that they created in the housing market. They’ve pivot on really trying to figure a way to continue the economy to grow at a reasonably decent rate until they get strong domestic consumption, they’ll be getting all of the good example. But in some not all areas as well. They’re investing in upscaling their water treatment plant so our sales of water treatment products are going up. That’s also construction. So I would say it’s an infrastructure driver. We particularly saw it in our Performance Materials business as well in China not just our water business. The Water Performance Materials, mostly polyurethanes as well as of course the plastics points especially in packaging and specialty plastics and elastomers in transportation. These were all strong drivers and again very targeted. And not your normal housing construction spend.
Howard Ungerleider:
And our Ag business was also...
John Roberts:
[indiscernible]
Howard Ungerleider:
Our Ag business was also up almost 10% on a volume basis versus a year ago in...
John Roberts:
Thank you. And then you can’t buy back stock until after the Olin distribution. But what’s your thoughts on capital deployment again once we get past that milestone?
HowardUngerleider:
Yeah. So we’ve got – we announced at our investor day last fall a $5 billion program. As you know we did $500 million in the first quarter prior to Olin transaction. If you use the current Dow and Olin share price that will be another $2 billion of the 4.5 that we have remaining. That would leave 2.5. And what we’ve said the way to think about it is that 2.5 will be done. It’s an open program. 2015, 2016, 2017 is how you should think about it and we’ll do it in line with our earnings growth as well as our portfolio.
Operator:
And moving now we’ll hear from Peter Butler with Glen Hill Investments.
Peter Butler:
Good morning. Good morning.
Andrew Liveris:
Good morning.
Peter Butler:
Looking ahead, if this was the second quarter conference call in 2016, what would Andrew be talking about? What would be the Dow-related positives and negatives that would be highlighted in your conference call next year?
Andrew Liveris:
Successful – hi, Peter. Good morning. Successful start-ups of PDH. Successful start-ups and, of course, producing positive EBITDA for Performance Materials mostly polyurethane as well as acrylic acids and reduced mostly in coatings. Successful start-up on the first units in Sadara by end of the year. The second quarter next year we’ll have quite a few more. So headwind becoming tailwinds on the EBITDA line for the Sadara enterprise which is a big deal. Places [ph] relates to Plastics side. A very, very low cost Plastics coming out of those units which is very material to the cash flow projection of Sadara. And then of course continue recovery of the global economy and Dow’s operating rate starting to get mid-80s and beyond. Probably in the high 80s by then. That capacity then will be very important to us. Some other markets in some of our key businesses not the least on being Plastics giving us price power and more EBITDA coming from that. Our productivity program which we’ll deliver on a run rate basis $300 million a year of cost savings. And then our new innovation launches and we have 5,000 of these a year right now, Peter, but we review the 50 at our board and our top 5 and their ability to produce bottom line impacts, we’ll be highlighting those. And here’s the punch line, there are going to be different ones every quarter. We have so many new innovations that we have a proliferation of new high margin products so our percent of PAM [ph] predicted sales is increasing as we speak, and so that’s enabling higher margins. So that’s just a snapshot and I’m sure I could add more. Oh the closure of Olin. I shouldn’t forget that one. That’s a biggie. Further realization of our JV consolidation strategy without being specific just to name a few others. And then we’ll see where we are with the Ag business at that point in time as well.
Peter Butler:
Yeah. You’ve partially answered my follow-up but the full question would be obviously a company’s key resources are people, financial resources and technology and does Dow see any major changes in any of these three inputs in the next year?
Andrew Liveris:
Yeah. Look, for sure I answered probably the technology question. Remember that we’re in maxed cap of tier in terms of resource deployment this year and into next year. The market is asking us over and over about how you’re going to deploy excess cash flows to the shareholder, and I repeat it, to the shareholder. We’ve got funding of all of our organic growth programs including hiring of lots of new skills for our new portfolio. We’ve hired 22,000 new people in the last five years, 12,000 of them are under the age of 30. We’re making the generational change here at Dow and that will be very, very evident as we go into 2016 in terms of their ability to keep running this company over the next decade and beyond.
Operator:
Next we’ll hear from John McNulty with Credit Suisse.
John McNulty:
Good morning. Thanks for taking my question. So the first one with regard to the second quarter heat map that you had put in the appendix. There’s certainly a lot more green on it than almost anything else. I guess any major pockets in terms of end markets whether it’s packaging or durables, industrials, et cetera, that you’re seeing a noticeable change as you go into 3Q either to the positive or the negative side? Can you kind of walk us through your thoughts on that?
Andrew Liveris:
Yeah. Look, thanks for referring to heat map. I was wondering if people would notice its return. Yeah. Look, I think the areas of agriculture which I’ve already talked about and oil, oil-related fuel services and products that go into that like Dow microbial control, these are going – trending negative so I’d put those into the negative category. Turning positive are the ones that I’ve talked about which are packaging, construction, and automotive. I’d say automotive has had a good run up here based on our technologies. The market itself may be looking pretty saturated but in terms of our position in the market our share of wallet that’s turning positive. And Electronics as we see the pivot in products in the fablets as they’re called which is a smartphone tablet combination, new [indiscernible] technology, new product introductions we should start to see the display business coming more to the positive. The semiconductor business is already doing very well. Those are the ones that come top of mind. Do you have anything else?
Howard Ungerleider:
No. You covered it. Thanks.
John McNulty:
Great. And then just as a follow-up, I guess with propylene down as much as it is and other raws for some of your more specialized businesses also down, I guess, I was a little bit surprised to not see maybe a little bit more margin lift in areas like consumer solutions and even infrastructure solutions businesses. So can you walk us through how to think about that? Is it a timing issue or are there just other offsets that may be weighing on those businesses now whether it’s Performance Monomers weakness that you’d highlighted or what have you?
Andrew Liveris:
Yeah. It’s the offsets to be very blunt. I mean, the acrylic acid and [indiscernible] business is way oversupplied and quite troubled with new capacity. And our strategy is very clear. We’re converting more and more of that into coatings. Coatings actually had a very good sequential quarter and we’re doing quite well on our coatings business. But Performance Monomers is just too much of it that supplied into a commodity like market. We’ll get a bit of help with PDH coming on for that business but it won’t help the supply demand balance. That’s a major upset and I’ve already mentioned the energy business.
Operator:
And next we’ll hear from Don Carson with Susquehanna Financial.
Don Carson:
Yes. Andrew, I want to go back to your Ag comments. You’ve said in the past you’re willing to be an investor in Ag. I guess question is, is how big because seed businesses could be expensive and, I guess, they could also complicate potential joint venture discussions as well. So how much capital would you be willing to put into the Ag business to grow it?
Andrew Liveris:
Yeah. Look we have been very clear that we’re not spenders in big M&A and that’s a very important question in terms of resource deployment. As we go narrow and deeper in key markets, I think, what’s going to have to happen here is we’ll look at the opportunity to play up or play down in the Ag space and make a resource decision based on the playing up or playing down. So it’s less about the absolute amount and more about our resource deployment priorities which our shareholder remuneration and organic growth and small volume M&A. So that’s going to factor into our conversation there without revealing our hand at this point in time.
Don Carson:
And then a follow-up on Ag. You’re down about 10% year-over-year in the first half on EBITDA. How much of that is due to Brazil, and when do you see Brazil turning? You made comments that you think this excess pipeline is continuing rather than shrinking.
Andrew Liveris:
Yeah. Look, it wasn’t as much Brazil in the first half. It was really Europe and the weather situation and commodity prices through the oversupply, mostly here in the U.S., but warehouses are full. The Brazil factor will really play in the second half. And that, of course, the oversupply issue will hurt the ability to obviously reduce as much or plant as much and produce as much as we would normally see in the season. So, look, I think Brazil and Argentina, don’t forget Argentina, will loom large in the second half comparisons as I said earlier.
Operator:
And next we’ll move on to James Sheehan with SunTrust Robinson Humphrey.
James Sheehan:
My question, just wondering about some of the strength in your Performance Materials. You noted polyurethanes demand was quite strong. Could you talk about some of the drivers there? I know you’ve done a lot of work internally. What are you seeing on the macro front in polyurethanes?
Andrew Liveris:
Well, there’s two major macros, one on the supply side, which is – obviously there was major competitor outages that enabled us to expand margins because of supply shortages. That will disappear in the second half. But the demand side of it, as I mentioned already on China, we started up a new poly-all [ph] plant in Thailand and that’s a specialty poly-all [ph] plant that fed the Chinese market and started up and it’s flat out right now. So it is demand and it’s in demand in the areas I mentioned like construction and bedding and furniture, which is local consumption, back to the domestic drivers in China, but also our competitive position here on propylene in the United States, which means we can run the PO chain flat-out which is one of the other reasons. Isocyanates remains challenged, in particular TDI. But look, demand and tight supply especially in the PO chain.
James Sheehan:
Thanks. And on slide 19 you’ve got some interesting supply-demand balances in NGLs. Just wondering if you could comment on the propane outlook for the second half. Do you think prices have reached a bottom here, or do you see continued tailwinds in the propane area?
Andrew Liveris:
I think propane fundamentals remain bearish, so we’ve been actually pretty consistent in saying that. I think I’ve given Mr. Broodo accolades a few times on this comment in the last several quarters and I would do it again. When he was running the hydrocarbons group, we – full share [ph] of this several years ago, which is why – excuse me, we ended up spending the capital we did to convert over to propane flex. I think they’re going to stay fundamentally a tailwind for us for the next many quarters if not many years, and that also applies to butane by the way.
Operator:
And next we’ll move on to Duffy Fischer with Barclays.
Duffy Fischer:
Yes. Good morning, guys. In the acrylic acid chain, sitting at trough, where do you worry about that kind of infecting some of the downstream derivatives, or do you think those are pretty well walled off and it won’t kind of infect its way down into the chain?
Andrew Liveris:
Yeah, it depends on your strategy, I think. There’s no question that if you’re going in a more commodity-like – emotions, F as in [ph] emotions, you’re going to see some price knock-on effect. It won’t be walled off to use your term [indiscernible], but certainly the strategy of Coatings is being innovation-led. And if you look at their work to be with the winners, end-use customers who are making a difference in premium Coatings, whether it be architectural or nonresidential, you’d see that that strategy’s working. I think we’ve got margin growth going on differentiation that is walling off the upstream, if you like, oversupply effect, and that strategy has been deliberate. It’s been hard to get there, but we have and we’ve got sales of new commercial grades of [indiscernible] is a good example of new product launches in the Coatings business.
Duffy Fischer:
Great. And then if we could just jump back to Ag, kind of on the strategic side. If the Monsanto Syngenta deal happens, do you think that forces either the industry or yourselves to do moves, or would the industry be able to continue to compete kind of as-is, even if Monsanto and Syngenta did come together?
Andrew Liveris:
Well, I think it would force other moves. I don’t think – I think the whole consumption base to pharma [ph] is going to look at that and say, we need some alternatives here. This creates an incredible company should it combine which speaks to its integrated strategy which we’re a fan of and we’ve been a fan of as I mentioned earlier.
Operator:
And we’ll move on to Hassan Ahmed with Alembic Global.
Hassan Ahmed:
Good morning, Andrew.
Andrew Liveris:
Good morning, Hassan.
Hassan Ahmed:
Obviously very interesting slides in the ethane and propane supply demand side of things and obviously in this quarter you benefited a fair bit from cheaper propane. As I look at those slides, you obviously have the ethane surplus coming down quite steeply by the end of the decade. Obviously, in my mind that’s partly some exports and to a large extent ethylene [ph] firstly coming online in the U.S. But along the same time horizon propane’s rising quite steeply as well in terms of surpluses. So can you give us your views about this interplay between ethane and propane going forward?
Andrew Liveris:
I think it does speak to the earlier question, Hassan, on maximizing propane flex and especially in market Europe which we’ve done and here in the United States keeping our fleet able to flip within a day or two between ethane and propane on the in the moment decision or the balanced decision which you just talked about. As this comes to pass and I think we’d all look at that ethane supply-demand balance one and say grain of salt. I don’t think the market will let that happen based on the other consumption of let’s call it low carbon fuel in the United States. Remember, natural gas is a preferred fuel for low carbon emissions as you start to look at that from a carbon emissions point of view, you can see more of the power fleet going over to natural gas with time. So there will be natural gas production. We’ll all be dry. Probably not. Especially the shale gas. So I’d say that interplay is something we’ve strategically invested for. The way we have pure naphtha crackers left is really only the Taiwan and pretty much our Dow central Germany facility. But – we’ll look at that from a propane point of view both of them very strongly. But we’re okay on the [indiscernible] propane in a mix and in a balance on how we can manage it. We’re probably one of two or three who can do it.
Howard Ungerleider:
One more point on that is, is that propane’s going put a lid on ethane. They’re going to compete for a cracker to get in the cracker and so there’s competitive economics between them.
Hassan Ahmed:
Fair enough. As a follow-up to that, obviously the next step to this is your very long propane over here. You’re cracking more and more propane over here. So obviously producing more propylene co-product, right? So propylene partly goes into over supply because of sort of more propylene co-product coming on stream here. And then if global utilization rates pick up as well that means naphtha based ethylene or breaking [ph] rates go higher which means again further exacerbation of the propylene side of things. So now with that in mind assuming for a second propylene is massively oversupplied, I mean, that would mean higher ethylene prices as well, right, because you will not be getting as much propylene co-product credit as you historically would. Is that fair?
Andrew Liveris:
Very fair. Very fair.
Hassan Ahmed:
Excellent. Thank you, Andrew.
Andrew Liveris:
Good job.
Hassan Ahmed:
I try.
Operator:
And at this time we have no further time for questions. I would like to turn the call back over to Jack Broodo for any additional or closing remarks.
Jack Broodo:
We appreciate your time today. Andrew, would you like to make some closing comments?
Andrew Liveris:
Yeah. I just like to repeat that this Dow is now there are 11 quarters of execution, seven straight quarters of volume growth year-on-year, 11 quarters of EPS growth and EBITDA growth. So volume, margin, self-help, portfolio management, aggressive portfolio management, the closure of the Olin deal here in the next few months, our big projects coming online and our balance sheet in great shape. We’ve never ever had such high quality earnings. In fact, this EBITDA margin we haven’t seen since the bubble economy of 2005. And so if you think about this, this company’s quality of earnings, and all of the things in front of us, the approval of Enlist and launching that is a big product launch next year, and of course, Sadara and gulf stream our big Texas assets and buy-backs. Shareholder buy-backs and shareholder dividend increases, this is the company that we have and you can count on us to keep delivering these quarters.
Jack Broodo:
Thank you, Andrew. We appreciate your questions today. As always we appreciate your interest in the Dow Chemical Company. For your reference, a copy of our prepared comments will be posted on Dow’s website later today. This concludes our call for today. We look forward to speaking with you again soon.
Operator:
And that will conclude today’s call. We thank you for your participation.
Executives:
Greg Friedman – Vice President of Investor Relations Ellen Kullman – Chairman and Chief Executive Officer Nick Fanandakis – Executive Vice President and Chief Financial Officer Jim Borel – Executive Vice President
Analysts:
Frank Mitsch – Wells Fargo Bob Koort – Goldman Sachs David Begleiter – Deutsche Bank John McNulty – Credit Suisse Kevin McCarthy – Bank of America Don Carson – Susquehanna Financial. PJ Juvekar – Citi Michael Ritzenthaler – Piper Jaffray Vincent Andrews – Morgan Stanley
Operator:
Welcome to the DuPont First Quarter 2015 Conference Call. My name is John, and I'll be your operator for today's call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Please note that this conference is being recorded. Now, I’ll turn the call over to Greg Friedman, Vice President of Investor Relations. Greg, you may begin.
Greg Friedman:
Thank you, John. Good morning, everyone and welcome. Thank you for joining us to cover DuPont's first quarter 2015 performance. Joining me are Ellen Kullman, Chair and CEO; Nick Fanandakis, Executive Vice President and CFO; and Jim Borel, Executive Vice President who is joining for the Q&A portion of the call. The slides for today's presentation and corresponding segment commentary can be found on our website along with our news release. During the course of this conference call, we will make forward-looking statements, and I direct you to Slide 1 for our disclaimers. All statements that address expectations or projections about the future are forward-looking statements. Although, they reflect our current expectations, these statements are not guarantees of future performance but involve a number of risks and assumptions. We urge you to review DuPont's SEC filings for a discussion of some of the factors that could cause actual results to differ materially. We will also refer to non-GAAP measures, and request that you review the reconciliations to GAAP statements provided with our earnings news release in today's slides posted on our website. For today's agenda, Ellen will speak briefly about our results for the quarter and the execution of our strategy to create higher growth and higher value. Nick will review our first quarter financial performance as well as our 2015 outlook. I will provide business segment insights, and Ellen will speak again with concluding remarks followed by your questions. Before turning over the call to Ellen, I would like to briefly address DuPont's upcoming Annual Meeting of Shareholders. As DuPont, we have a best-in-class Board of Directors that’s overseeing management’s plan to transform our company to continue to deliver superior value for all shareholders. We look forward to ongoing discussion and engagement with our shareholders as we approach the annual meeting. Please note that the subject of today’s call is the company’s first quarter earnings. With that introduction, it’s now my pleasure to turn the call over to Ellen.
Ellen Kullman:
Thank you, Greg and good morning everyone. 2015 is an important year in DuPont’s ongoing transformation and our first quarter results demonstrate our ability to grow next generation DuPont even in a challenging marketing environment. In the next few months, we will complete the most significant steps in our ongoing transformation, the separation of Chemours. We can already see the evidence of the company we will be in the sales and operating earnings growth from our ongoing business over the past several years. We expect to continue this growth trend as we build and leverage our leading positions in large attractive markets for our competitive advantages meet significant opportunities. In this quarter, we delivered operating earnings of $1.34 per share, currency markets significantly impacted the quarter resulting in a $0.27 headwind. $0.25 was due to currency and $0.02 from net exchange losses. I'm pleased to report that we delivered volume and margin improvement in the majority of our post-spin segments. Our intent focus on innovation, disciplined execution and ongoing cost reduction delivered and will continue going forward. Our performance was driven by volume and margin gains in our Performance Materials, Safety and Protection, Nutrition and Health, and Industrial Biosciences segments. Each benefited from new products and applications, tailored to market demand. Even in Agriculture which faced industry-wide challenges we benefited from pricing gains overall on improved mix of products. At the ag markets eventually improved we expect to be well positioned, based on our strong pipeline of seeds and crop protection products including DP4114 and Leptra for insect protection and Lumigen seed treatment. Performance Materials and Safety and Protection were standout this quarter, delivering significant gains and volumes and margins by staying close to their customers and delivering value-added innovations. In our protection technologies business for example, strong demand for our Kevlar, Nomex, and Tyvek products yielded volume growth that more than offset the impact from currency while improving margins. Our Performance Polymers Business had solid performance driven by volume growth in North America and Asia-Pacific was more than offset softness in Latin America and Europe. Innovation coupled with disciplined attention to cost drives earnings and margins. And at DuPont, cost reduction remains a top priority. We continue to increase productivity and efficiency through our redesign initiative. At the same time we introduced more than 600 new products in the first quarter, a 5% increase from the first quarter of 2014. We also announced that we would be increasing our dividend for the second quarter by 4%, our fourth increase since the beginning of 2012. Nick, will you a bit about that after he walks through the specifics of the financial details combine these results and Greg will then take us through the segments. Then I’ll be back to discuss our outlook for this year, the important progress we’ve made on our strategic plan and how we will continue to deliver higher growth and higher value now and in the future. Nick?
Nick Fanandakis:
Thanks, Ellen. Let’s start with the details of the first quarter on Slide 2. Operating earnings per share were $34 verus a $58 in the prior year. As Ellen noted operating EPS included a $0.27 headwind from a stronger U.S. dollar, $0.25 due to currency and $0.02 from net exchange losses. Our results reflect our focus on disciplined execution, innovation and ongoing cost reduction in a dynamic environment, including a stronger dollar in challenging ag and TiO2 markets. Consolidated net sales were $9.2 billion, a decline of 9% versus the prior year with six percentage points of that decline due to currency as the dollar continue to strengthen against most of our currencies particularly the Euro, Brazilian Real, and the Japanese Yen. Prior year portfolio actions reduce sales by 2% in the quarter. Well, overall volume declined 1% during the quarter. We delivered volume growth in most of our post-spin segments led by performance materials and safety and protection which grew volumes 8% and 6% respectively. Performance materials volume growth was driven by demand in the automotive sector in North America and China and growth in industrial and consumer markets. Safety and protection volume growth was driven by increased demand in global industrial markets and continued strong public sector demand in Europe. Nutrition and Health and Industrial Biosciences also grew volume by 2% and 1% respectively. Volume decline of 5% in agriculture was due to expected reductions in global corn planted area, lower insecticide demand in Latin America and timing of seed shipments. Electronics and communications, sorry 3% decline, as strong growth in consumer electronics was more than offset by the impact of competitive pressures on Solamet paste. Turning now to Slide 3, currency was and is expected to be a significant headwind in 2015. Operating earnings were negatively impacted by $0.25 which is included in segment results. Exchange gains and losses was a $0.09 headwind in the quarter, $0.02 higher than the prior year. Additionally, although not reflected in operating earnings, we’ve recognized a $0.04 per share charge in connection with Ukraine devaluation. A higher base income tax rate due to our geographical mix of earnings negatively impacted operating EPS by $0.03 in the quarter. Our base tax rate for the quarter was about 22% approximately two points higher than the prior year. The segment results including the $0.25 negative impact from currency as I described earlier were down as strong growth in performance materials and safety and protection were more than offset by the challenging ag and TiO2 markets. Corporate and interest expenses provided a benefit of $0.05 in the quarter, which includes the impact of our operational redesign initiative. In addition, a lower share count contributed a $0.02 benefit in the quarter. Turning now to Slide 4, I would like to highlight some of our geographic results. As you can see our geographical mix of sales shifted year-over-year to a higher percentage of our reported sales occurring in the U.S. and Canada. Excluding the impact of currency, the geographic mix would have been very similar to prior year. Now, let’s turn to our first quarter segment operating earnings analysis on Slide 5. As you can see earnings growth and performance materials, electronics and communications and safety and protection was more than offset by lower results in ag and performance chemicals. The growth in performance materials is driven by demand for ethylene and performance polymers, which more than offset the impact of currency. Electronics and communications results were driven by increased demand in consumer electronics and continued productivity gains partially offset by the impact of lower metals pricing and currency. Safety and protection results increased as higher volumes and continued productivity were partially offset by negative currency. Higher cost associated with an outage at Chambers Works facility were largely offset by benefit in connection with the advancement of an ongoing claim. Greg will provide further detail on segment performance later in this call. Turning now to the balance sheet and cash on Slide 6. We maintain our strong balance sheet position during the quarter. Negative free cash flow of $2.7 billion reflects our typical seasonal agricultural cash outflow in the quarter and was slightly better than the prior year. Net debt has increased in the quarter over our ending 2014 balance, which reflects our normal seasonal shifts. We used existing cash balances to fund our seasonal agricultural working capital requirements, growth investments and dividends. Today, we announced that our Board of Directors has approved a second quarter dividend of $0.49 per share, which represents a 4% increase over the $0.47 paid last quarter. This represents our fourth dividend increase since the beginning of 2012. On Slide 7, I’d like to highlight that we’re continuing to execute on our operational redesign initiative, which delivered about $0.10 of benefit in the first quarter. For the full year, we now expect to deliver about $0.40 of savings as a result of this program. This represents a $0.05 per share increase versus our January estimate. We remained laser focused on productivity and continue to look for additional areas to improve and accelerate our cost reduction programs. The spin-off of Chemours remains on track for completion on July 1 pending final DuPont board approval. As we noted in our January earnings news release, we intend to return all or substantially all of the estimated $4 billion of one-time proceeds back to shareholders via a share repurchased within 12 months to 18 months of the separation, with a portion return by the end of this year. As we previously communicated, Chemours capital structure and separation is expected to support a quarterly dividend to shareholders such as the some of DuPont’s and Chemours aggregate third quarter dividend is equivalent to DuPont’s aggregate quarterly dividend, immediately prior to the separation. Chemours expected to clear a quarterly dividend in the amount of $100 million for the third quarter 2015. This amount is expected to be paid to shareholders as of a record date following separation. We will provide further updates as this information becomes available. Looking ahead, for the remainder of the year the global currency markets have continued to be volatile, will further strengthening the dollar against a broad basket of currencies that we operate in versus our January estimate. As a result, we now expect an $0.80 per share headwind from currency for the full year 2015 based on last weeks rate assumptions. Increased from the $0.60 per share headwind previously communicated in our fourth quarter 2014 earnings call. We are working aggressively to mitigate the stronger currency headwinds by accelerating cost savings from the operational redesign and other corporate in business actions. Given this additional $0.20 of currency headwind we now expect to be at the low-end of our previously communicated range of $4 to $4.20 operating earnings per share for the full year 2015. This includes the full year outlook for the Performance Chemical segment. We expect results to be driven by our underlying sales momentum from the ramp up of our recent product launches like Caesar pure insecticides new product application in Kevlar and new product introductions like our next generation Solamet paste. In the full year benefit of accelerated cost reductions through our redesign initiatives. We are confident in our ability to execute our plans and deliver growth even in a dynamic market environment. With that, I’ll turn the call over to Greg to review the segments.
Greg Friedman:
I would now like to provide some brief segment insights focused on our first quarter results and second quarter segment outlooks. As a reminder, the slides with complete segment commentary are posted on the Investor Center website, under events and presentations along with the other materials for today’s call. Starting with Slide 8, in performance materials we delivered strong volume growth in the quarter which help to offset the impact from currency and lower ethylene prices. Segment volumes increased 8% on solid North America and Asia demand in auto and increased ethylene sales. Operating earnings increased 12% at higher volumes and a stronger mix overcame the negative impacts from currency and portfolio changes. Operating margins increased approximately 400 basis points primarily due to mix enrichment. For the second quarter, we anticipate sales will be low teens percent lower due primarily to portfolio changes, currency and lower ethylene prices. Excluding these items sales would be up in the low single digit range. Operating earnings are expected to be up in the mid-single digits percent on higher volume and continued mix enrichment. In our electronics and communications on Slide 9. Operating earnings improved 13% on the stronger product mix and from productivity actions. Sales were 10% lower with continued growth in consumer electronics which were more than offset by the impact of competitive pressures on sales of Solamet paste and the negative impact of lower metals pricing and currency. We believe our competitive position in PV paste is stabilizing and expect to launch the first in our series of new Solamet paste products in the second quarter with additional introductions later in 2015. We expect continued solid demand for our materials into consumer electronics. Second quarter sales are forecast to be down low-teens percent due to the negative impact of metals pricing, currency and from lower Solamet paste sales. Second quarter operating earning are expected to be down low single-digits percent as productivity will partially offset the impact of lower sales versus the strong prior year quarter.
.:
First quarter segment operating earnings up $184 million, were up 5% on volume growth and productivity improvements. Higher cost associated with lower plant utilization at the Chambers Works facility were largely offset by a benefit in connection with the advancement of an ongoing client. In addition the segment improved operating margins by a 170 basis points year-over-year. In the second quarter, we expect sales will be down in the mid-single digit percent range as volume growth will be more than offset by the impact of currency and portfolio changes. Operating earnings growth will be in the mid-single digit percent range, due to continued demand for our products, ongoing innovation and continued operational productivity. Slide 11, in Industrial Biosciences, we continue to deliver solid results as volume and operating margins improved despite the challenging environment. Sales were 5% lower as 5% higher bioactive volumes and more than offset by the impact of currency. Volumes growth and enzymes was driven by food market demand partially offset by lower biomaterial sales in the U.S. market. Operating earnings at $56 million or even with prior year overcoming the negative impact of currency. Operating margins continue to improve with a 100 basis point increase versus the prior year and 540 basis point increased in total versus the first quarter of 2013. We expect higher volume to continue in the second quarter driven by benefits from new product offerings and bioactives and increasing penetration into emerging market. These stronger volumes will offset the negative impact of currency and softer U.S. biomaterial volumes resulting in sales and operating earnings results above flat with the prior year. In Nutrition and Health on Slide 12, the business produced volume and operating margin improvement this quarter. Sales were 6% lower as a 2% increased due to volume was offset by an 8% negative impact on currency. We generated strong volume growth in probiotics cultures, texturants and ingredient systems partially offset by lower volume in the specialty protein market in North America. Volume growth was strong in EMEA the slight pressures from the Russia food import ban offsetting weakness in Latin America. Operating earnings decreased $4 million as volume gains and improved mix were more than offset by the negative impact of currency. In the second quarter, we expect continued volume growth in those product lines and the specialty protein markets remain very competitive. Sales are expected to be high-single digits percent lower due to continued strong currency headwinds. Operating earnings are expected to be low-teens percent lower primarily due to the negative impact of currency. In agriculture on Slide 13, the business performed well given the overall difficult market conditions in the industry. First quarter results were slightly better than expected in January primarily due to disciplined cost actions. 2015 is playing out to be one of the most competitive seasons in recent years given the challenging economic environment in the ag sector and with seed suppliers having abundant inventories globally. Lower insect pressure in Brazil and continued elevated distributed inventories in the Americas are presenting headwinds in crop protection markets. First quarter Agriculture segment sales were $3.9 billion, down 10%, as 3% higher local prices were offset by 8% negative impact from currency and 5% lower volumes. We were able to capture 3% higher prices across the segment, driven by an improved mix of Pioneer’s newest corn hybrids and soybean varieties and pricing actions in parts of Europe and Asia, partially offsetting the impact of a stronger U.S. dollar. Volume declined 5% due to lower corn planted area, lower insecticide volumes in Latin America and earlier timing of seed shipments. The largest headwind to volume we continue to face is a further shift from corn to soybeans. We have seen growers in Brazil reduce corn plantings in the past summer and Safrinha seasons and our North America seed order book confirms the continued shift to soybeans away from corn. First quarter operating earnings were significantly impacted by currency and declined 21% as lower sales were partially offset by productivity improvements and disciplined cost actions taken in response to the current market environment in agriculture. Even in this difficult environment, we continue to perform and execute on the variables that are within our control – including bringing new products to market that meet customer demand. We are seeing a positive impact from mix on price as growers demand our newest corn and soybean genetics. And we continue to build our robust pipeline, with growth prospects in near-term from new corn and soybean genetics and technologies like event DP4114 and Leptra for insect control. For the first half of 2015, which reflects the majority of the Northern Hemisphere season, we now expect Agriculture segment sales to be high-single digits percent lower with operating earnings low to mid-teens percent below 2014 as local pricing gains and cost reductions will be offset by currency and lower corn seed and insecticide volumes. On Slide 14, in Performance Chemicals sales were down 14% due to lower volume in prices combined with the negative impact of currency and portfolio changes. Challenging industry fundamentals continued in the first quarter as TiO2 volumes were down 12% and price down 7%. On a sequential basis price was down 5%. Price pressures in the quarter were driven in part by lower than optimal industry utilization rates, and stronger regional competition. In Chemicals and Fluoroproducts volumes were even with the prior year as higher demand for fluoropolymers was offset by lower sales of fluorochemicals, principally due to the reduction in R-22 production allocations. Demand for our next generation refrigerant, Opteon 1234yf was up 30% on continued adoption by automotive OEMs. Operating earnings were down 37% driven primarily by lower TiO2 prices and volumes, the negative impacts of currency, and the impact of portfolio changes. For the second quarter, we anticipate sales and operating earnings will be flat versus the prior year, with currency anticipated to remain a significant headwind year-over-year. Segment volumes are expected to improve sequentially versus the first quarter due to increased seasonal demand for refrigerants and TiO2. Demand for fluoropolymers and chemicals is also expected to improve. Now, I’ll turn the call back to Ellen.
Ellen Kullman:
Thanks, Greg. 2015 is a pivotal year for DuPont to the upcoming separation of Chemours as the most significant and visible step in our ongoing transformation to a higher growth, higher value company. The vision of our strategy is reflected in 19% compound annual growth rate of adjusted operating earnings from 2008 to 2014. From our post-spin business, that comprised the next generation DuPont. This new portfolio will continue to build momentum as we leverage our leading positions in three strategic focused areas where we have robust opportunities and strong well established competitive advantages where our science and engineering capabilities can deliver the greatest value for our shareholders. The next generation DuPont will continue to drive the productivity of our exceptional science and innovation platform to deliver value-added products and solutions. We will take advantage of our global scale and market insights to continue to develop the right products for the right markets and deliver them efficiently. Cost disciplined and productivity will continue to be a top priority and with this important transition through our operational redesign we are building a more agile organization that is truly purposed built and scaled for the next generation DuPont. We are investing in modernizing and upgrading a number of our systems to enhance speed-to-market, transaction times, speed and quality of decision making to drive greater performance on a smaller cost base. The disciplined effort we’re applying now is preparing the organization for the next step changing growth and value at DuPont. By the end of 2015, we expect to have annual run rate savings of approximately $1 billion. And at least $1.3 billion in total expected savings by the end of 2017. As we advance this permit change we will deliver more opportunities that improve productivity. The combined force of our science and market insight, applications expertise in global scale, it evident in each of our businesses and forms the foundation of our continued success. While agricultural markets may continue to face challenges in the near-term. We remain confident in the long-term fundamentals for grain and oil seed demand in our growth strategy in the continued benefits of our successful research investments and new product launches. These broad strengths enabled us to grow sales at a 10% rate from 2008 to 2014 outperforming each of our leading competitors. We believe the best validation of the strength of our innovation happens in the market. Our success is reflected by the fact that we increased North American corn share by 6 points and soybeans by 9 points from 2008 to 2014. And farmers planted optimum AQUAmax seeds on over 10% of all U.S. corn acres in 2014. As we look ahead an exciting pipeline of new products like DP4114 and Leptra gives us confidence in the future and our opportunities for growth. With 4114 we saw strong efficacy in yield performance in the research trial play at summer. And we are aggressively integrating this trade into the highest performing Pioneer’s genetics as we prepare for an accelerated product introduction and volume ramp up. This year corn hybrids containing 4114 will be tested in our impact trials which at the final stage of product testing before commercialization. In 2016, we expect to include 4114 in expanded on-farm grower trials under stewardship while we are wait final regulatory approvals. In Brazil, we look forward to customer demonstrations of Leptra hybrids in the summer of 2015 and a commercial launch for the 2015, 2016 Safrinha season, as we await final regulatory approvals. We expect Leptra hybrids will provide enhanced value proposition for growers in Brazil to help to manage lepidopteran pests including fall armyworm and maximize the yield potential of Pioneer genetics. We believe that Leptra will help us strengthen our position in the Brazil market as we ramp up volumes in 2016. In crop protection our robust pipeline continues to deliver and we’ve increased the combined target for our novel insect control products Rynaxypyr and Cyazypyr to approach $2 billion in peak annual sales. We’re also expanding our Lumigen seed treatment offering such as Dermacor, Lumivia and Lumiderm while preparing to launch [indiscernible] for highly effective disease control and for novel insect control in rice. As we approach the four-year anniversary of our Danisco acquisition. I want to provide you with the progress report. We’re on track with our initial plan and we’re seeing the tangible benefits of our strategy. Cost synergies have exceeded our original targets and we’re achieved earlier than plant. We’re making solid progress in the market with productivity has demonstrated by the volume and operating margin improvements this quarter and both Nutrition and Health and Industrial Biosciences despite the challenging environment. Nutrition and Health is now reported seventh consecutive quarters of year-over-year operating margin improvement longer term. This acquisition has provided DuPont with world leading industrial biotech capabilities to create transformational new biobased businesses and unlock future growth opportunities. A Nutrition and Health were combining strong customer relationships with our science and application know-how to create new value. We’re seeing strong growth in key areas such as probiotics and cultures and we’re investing in research and development and global capacity to take advantage of market trends like increasing interest and wellness in the form of our HOWARU Probiotic. We’re also introducing local solutions to collaborations with customers across the globe such as our Yo-Mix starter cultures which meets the needs in a developing world for a nutritious global product that can maintain long life without refrigeration. In 2014, we delivered strong growth with operating earnings of 27%, expanding margins over 200 basis points. Meanwhile, we are currently at the front end of growth curve in Industrial Biosciences. We have a great business that delivered 25% operating earnings growth and 300 basis points of margin improvement last year. In our core markets which include animal nutrition and food enzymes, home and personal care and grain processing are very strong. Even as we continue to invest in our core areas and grow our margins, ongoing advancements in science and technology and demand for renewables and sustainability are rapidly expanding the markets for biobased industrials. With our advanced science and technology capability, we are uniquely positioned to innovate in this fast growing area. We’re focused on creating new categories of renewably sourced biobased products such as Silastic ethanol at biologicals and industrial enzymes. One notable example is Tide Coldwater Clean detergent which is the first branded product to use Silastic ethanol as an ingredient in a scalable commercial way. And advanced materials we are building on our historic strength in application based innovation and delivering on clear routes to growth. During the quarter, our core capabilities in chemistry, polymers engineering and now biosciences enabled us to expand operating margins and increase volumes as we delivered highly tailored value-added solutions for customers. Strong demand continued from the automotive and aerospace industries for light weight fuel efficient materials like new versions of Kevlar, Nomex, Zytel and Vamac. We continue to penetrate alternative energy and clean technology markets. Also we are meeting the needs for ministration of electronics and the increasing demand for protective materials in industrial, construction and military and first responders. We are just getting started in other areas of opportunity and are confident that leverage our industrial biotechnology and production agriculture expertise will allow us to capture developing opportunities for sustainably sourced renewable and differentiated polymers. We also expect continued growth for additional innovation such as Solamet paste and Tedlar film to increase the efficiency and lifetime of photovoltaic cells. For the past six years, DuPont supportive management have been active champions of constructive change. Our efforts have delivered results, clearly visible in our 19% compound annual growth rates and adjusted operating earning since year-end 2008 to 2014. Total shareholder return of 266% outperforming the S&P and our peers, and a total return of $14 billion in capital to shareholders. Our discipline capital allocation strategy reflects our commitment to return capital to our shareholders and invest in growth opportunities. We are confident in the future as we look ahead to a year of continued performance and transformation. We remained focus on delivering higher growth and higher value by investing in and leveraging our innovation platform. Increasing penetration in developing markets and delivering localized solutions. Continually driving lower cost and improving operational efficiency, and actively managing our portfolio all well providing differentiated value-added solutions that customers expect. In conclusion, our portfolio was well positioned to exceed the pace of longer term, macro-trends driving growth. The world needs to say secure supply of food for growing population and rising middle class. Our capabilities directly address the need for increased productivity in agriculture and enable us to develop new products to address increasing demand for wellness and more nutritionist foods, and our science and application expertise continue to deliver advanced materials that power, fuel and transport, the world sustainably and energy efficiently. Our leading science in powerful innovation platform makes it the partner of choice for companies supplying these markets. We continue to move forward with disciplined focus and purpose to deliver value now and position DuPont for future success. As we see the momentum of the next generation DuPont, we are energized by the progress we have made, but are even more excited by the opportunities the future holds. Greg?
Greg Friedman:
Thanks, Ellen. We will now open the line for questions. John?
Operator:
Thank you. We will now begin the question-and-answer session. [Operator Instructions]. Our first question comes from Frank Mitsch from Wells Fargo.
Frank Mitsch:
Hi, good morning. It looks like Mr. Vergnano has his work cutout for him. I'm curious as to given the declines in Performance Chemicals, the confident that you have and being able to get that $4 billion, midnight dividends. What sort of evaluation metrics went into that figure and, yes, so if you could help us with that that would be great?
Ellen Kullman:
Look Frank, thanks for the question. As you know Performance Chemicals is at a cyclical low. We see that there are although headwinds that we’re faced in the first quarter by challenging TiO2 market, capacity utilization in a low 80s, inventory levels of customers largely unchanged. That the fundamentals are stabilizing. And so – as we look forward, we see not only improvements from seasonal volumes in TiO2 and refrigerants, because they are coming into their season. We have the new products and that point to offer us as stronger pricing environment, in both fluorochemicals and specifically refrigerants and fluoropolymers. And we do anticipate better results in chemicals and fluoro versus the prior year going forward. Productivity continues to help and we’ll continue to help. So they are at a cyclical bottom. And as we have valued Chemours, we took a look at not only at the cyclical-bottom, but at the range that has been experienced over the last few years. So Nick, you want to give some specifics?
Nick Fanandakis:
Yes, Frank so as we looked at the capital structure of Chemours, we dialed in all of the things that Ellen just talked about. We dive in the plan for the expectation of what the EBITDA is going to be for the year. We worked with the rating agencies to have some preliminary evaluations done of the business. Of course, everything is predicated on that final point of time, but we are so close right now, that I feel very good about the midnight dividend and the debt level that we’re going to be able to place on the entity, along with the dividend structure that we’ve been proposing.
Frank Mitsch:
All right, thank you so much.
Operator:
Our next question is from Bob Koort from Goldman Sachs.
Bob Koort:
Thanks very much. You guys gave good help around the sales volume by division what FX has done to the results. Can you give us a sense on an earnings level and outside of peak time is there any meaningful transactional risk from currencies?
Ellen Kullman:
Yes, so certainly currency and I took portfolio in the same kind of bucket as we’ve had significant portfolio changes within several of this segments. But if you look at things like N&H, if you took our portfolio in currency their earnings – operating earnings would have been up 12%. If you take a look at S&P, their operating earnings would have been up 17%, if you look at performance materials up 29%. The headwinds at portfolio in currency were agriculture and were performance chemicals, were they would not have gotten in the positive figures. I mean its interesting Bob, when you look at back a few years ago, when you take out currency and portfolio with the headwinds we’ve seen in agriculture and the headwinds that we’ve seen in the chemical cycle. Ex-currency we are earned this time last year. And I think that’s a very powerful statement to the strength of the portfolio and the strength of the new DuPont that we’re creating going forward.
Bob Koort:
Okay. Thank you.
Operator:
Our next question is from David Begleiter from Deutsche Bank.
David Begleiter:
Thank you. Ellen, in your comments, you referenced the seed share gains in both corns and soybeans in the last few years into 2015 given the challenging environment, maybe you can grow share or really maintain share of those corns and soybeans?
Ellen Kullman:
Yes, so thanks. It’s the little too early to comment on North America share. I can tell you what we’ve been very pleased to adding some mix we’re seeing, we saw in the first quarter. And you can see that with what price has done in agriculture and it’s the stronger mix. I don’t know. Jim, what would you add to that?
Jim Borel:
I think it is little too early to try to predict share, but we’re very confident about the competitiveness in corn and soybean products and as well as the services that we’re bringing to growers. In corn, we’re continuing to strengthen our triple stack portfolio and expected to make progress in 2015. So a little too early to predict share, but overall we feel good about our competitors.
David Begleiter:
And Ellen, just the Performance Materials volume growth is 8% in the quarter, but actually ethylene sales over the volume growth and what should be underlying volume growth in that segment this year do you think?
Ellen Kullman:
Yes, so obviously, ethylene was a benefit in the quarter. I think if you take that out, I think their volumes would have been up 3% to 4% in the balance of those businesses benefitting from stronger automotive in United States and Asia, certainly Europe and Latin America won’t any help in the automative market. But I mean I think the important part there is looks really seeing the benefits from the application development, the innovation centers that we put in a few years ago and the real benefits we’re seeing at the customer in the polymers and not only the performance polymers, but also in the Packaging and Industrial Polymer series.
David Begleiter:
Thank you.
Operator:
Our next question is from John McNulty from Credit Suisse.
John McNulty:
Yes, good morning. Thanks for taking my question. So maybe a follow-up on the Chemours platform. Nick, I think you said, you got comfortable with the ability to dividend the $4 billion out because you kind of reviewed or you’re thinking about where the EBITDA goes. Can you give us an update as to what your EBITDA forecast is for that platform as you are looking at 2015?
Nick Fanandakis:
Yes, that hasn’t gone public yet we work with the rating agencies around that plan, but we’ve not gone public with the numbers on that and that won't be public until they go for the debt offering.
John McNulty:
Okay, maybe then just as a follow-up on a different angle, speaking to the ag business when we look at the obviously you had some headwinds there. But when you look at the decremental margins they were – they are pretty significant or maybe you can walk us through some of the issues there, especially considering that you are getting some pricing that was noted in the early remarks.
Ellen Kullman:
As you know, currency is the huge headwind for us in agriculture. Jim, why don’t you take us through this?
Jim Borel:
Yes, I think – for certain currency and the other thing is volume based on corn acre, planted acre declines that are expected and we also saw insecticide volumes down based on the lower pressure of [indiscernible] inBrazil versus a year ago and so, mix had a negative impact – slightly negative impact on margin in addition to the currency and volume, thanks.
Operator:
And our next question is from Kevin McCarthy from Bank of America.
Kevin McCarthy:
Yes, good morning. Just two part question on the Chemours spin, first on the dividend you took it up to $0.49 with the $100 million to be paid out by Chemours, is there any opportunity to maintain that $0.49 or should we expected to revert to something like $0.46 or $0.47 equilibrating for that $100 million. And second on the repurchase side, Nick, can you do an ASR to bring forward shrinkage of the share count or should we expect execution pretty ratably over the 12 to 18 months. Thank you.
Ellen Kullman:
Yes, I think that we’ve been clear relative to the dividends that the combined dividend of Chemours and DuPont would equal the dividend, DuPont have just prior to the spin. The Chemours dividend is their third quarter dividend. And I think that you can do the math going forward as what that would mean. Nick?
Nick Fanandakis:
Yes, and so as far as the returning of the midnight dividend back to the shareholders through share buyback what we stated is over the 12 to 18 months Kevin, we’re going to look to see exactly what tool and mechanism we used to secure that – complete that share buyback. This potential for an ASR, there is also potential for open market. But it will be over that period of 12 to 18 months timeframe.
Operator:
Our next question is from Don Carson from Susquehanna Financial.
DonCarson:
Thank you. Question on ag. You given us the first half outlook download of earnings. But what’s your outlook for the second half given how important Brazil is and then you also talk about 2015 being on our competitive seasons in [indiscernible]. What’s your view on the normalized growth and in margin potential of ag as we get into ‘20?
EllenKullman:
Jim?
JimBorel:
First of all Don. I think the – longer term picture, as you go forward in ag, we still feel very confident. Number one, that the fundamentals are under the markets remain strong, growing population in the mineral resources et cetera that expect for more science that we can deliver and also our pipeline in both seed and chemistry continues to be very strong. So we remain confident about our long-term trajectory. In terms of second half, obviously Brazil is going to the real, hard to predict exactly, but we’re assuming that, that’s going to continue to be a negative heard. Probably too early to call the Latin America planting expectations, but obviously we’ll be watching that as we come out of energy U.S. gets planted and the markets starts to adjust to expectations there.
DonCarson:
And just a follow-up. So what’s you current topline in margin for trend outlook?
EllenKullman:
Sorry, you really hard to hear Don. Let me see if I got it. Say you’re looking for the trend outline on both topline and bottom line for ag for the next two years?
DonCarson:
Correct.
EllenKullman:
Now, I got the question.
DonCarson:
Yes.
EllenKullman:
Well, yes, that’s – Jim, how about you answer that?
JimBorel:
Well, I think that the answer is going to depend on how the environment over the next 12 to 18 months plays out. And so as I mentioned earlier longer term – in the bigger picture we’re still very confident about our trajectory and then the question is going to be what happens with currency and planted acres in some of these crops over the next 12 to 18 months.
EllenKullman:
Yes, back to you, and so we are looking to see that should be an improving picture. I think as each quarter goes on we understand exactly where those numbers are coming out to here and in Latin America, it’s going to have the big impact on the recover.
Nick Fanandakis:…:
EllenKullman:
Yes, I think that’s what is – I think the differentiator is the pipeline. I mean, we take a look at the pipeline both in terms of the crop protection chemicals we talked about. Insecticides and fungicides, in terms of as DP4114 and Leptra in terms of T Series soybeans penetration. So we’ve got a very strong portfolio about seed treatments, et cetera coming in and I think that regard most of the environment, I think we’ve got a strengthening picture for Agricultural segment.
Operator:
Our next question is from PJ Juvekar from Citi.
PJ Juvekar:
Yes, hi, good morning. Ellen, one of the ways to come that FX to get local pricing, can you talk about segments where you believe you can – you have the ability to get pricing going forward?
Ellen Kullman:
Yes, PJ, so I mean that’s very much depended on the sector and on the competitive nature where our – for selling in Europe and you have European competitors, so a little harder to get price that it is if you are selling in Europe against U.S. or Asian based competitors. So I mean, I think the interesting thing is that based on the fourth quarter. Our teams have gone out and reinvigorated the pricing analysis down based on the currency change and each individual product line, each individual precedent is driving the appropriate actions for their sector based on that, where we make versus where the competitors make and you can do the math balance if they were that comes out. So there are opportunities and there are headwinds in that. And I think the most important thing is that our people are on top of it and really driving that. But at the end of the day, our major focus is still on value news, it still on the innovation and as a differentiator and we continue to use that. I mean I think you see that in ag with the positive pricing in a very difficult ag environment where the pipeline and the new products are giving us benefit even when the acres are down. So this is a detail orientation out in the field to really drive the best results.
PJ Juvekar:
And just a quick follow-up on your biomaterial, biofuels platform you commented on that. How does that platform compete at today’s oil price? Thank you.
Ellen Kullman:
Well, bioactives really aren’t impacted by the price of oil. And that’s where tremendous amount of growth and opportunity are coming from. We see it in the animal nutrition area, we see it in the human nutrition area, we see it in even in ethanol, we’re increases in gasoline are really continuing to drive opportunities there. So bioactives remained strong. Now, in the biomaterial specifically Sorona margins are pressured by oil, because lower feedstock cost for competing carpet fibers. And so you are seeing that in their results and that there are some headwinds associated with that. And Silastic ethanol well, that’s just coming up the plans coming up this quarter and you know we’re just continuing to drive that. So overall the bio-accessory which is really were tremendous amount of opportunity is, there is no headwinds from an oil stand point.
Operator:
Our next question is from Michael Ritzenthaler from Piper Jaffray.
Michael Ritzenthaler:
Hi, yes good morning, so within the agriculture obviously encouraging to see higher prices and also the competitive environment become, I’m curious if you could elaborate on how much further a cost action is needed to serve during the operating income in that segment and kind of the nature of those cost actions. And whether growers downshifting at trades in North America and grower profits being more constrained globally influences how you view R&D investments over the next couple of years. And then if there is a way to quantify volume in price X crop protection?
Ellen Kullman:
Yes. Let me so – we’re valuing new seller it is the genetics, it is the capability of our seeds that creates the opportunity for us there. And farmers make the choice of the seed first. But Jim, why don’t you elaborate on this?
Jim Borel:
Yes. Well, a number of aspects. So first of all farmers are obviously scrutinizing pretty closely there all of their input purchases. But that said as Ellen said as we deliver more value to the farmer whatever the commodity price that’s reflected in, we can kept the part of that value. So we’re continuing to move forward there you ask about costs we – if I go back to the fresh start work that we work across corporately obviously the ag businesses where part of that. So we’ve really been working on streamlining the operating model, productivity as a way lives over constantly looking for ways to improve productivity to speed up operations and focus our cost. U.S. that little bit have that might impact R&D investments, I think the way I would describe that is, we’re fully fund in this strategic research projects that are going to drive the pipeline and the future value continue as you normally would making sure that we’re really focused on the most important opportunities. So R&D investment will continue strongly, particularly in the most important projects.
Ellen Kullman:
Yes, its hard to see Pioneer spilt those…
Jim Borel:
Seed crop protection.
Ellen Kullman:
Yes, I’m sorry seep crop protections. Crop protections split you know a crop protections are sales what is impacted Pioneer’s were they get little better from that standpoint, so plus or minus around that decline is Pioneer’s are little above and crops are little below. But lot of that going out to play out the season is not over yet there’s still a lot of opportunity coming through North America and the second quarter again prepared for summer to springing seasons in Brazil. So what time left in this season for this year and we’re really excited about the products and the progress that we are making.
Nick Fanandakis:
We have time for one last question.
Operator:
Our last question is from Vincent Andrews from Morgan Stanley.
Vincent Andrews:
Thanks, and you kind of just address some of this. So I just want to make sure reconcile with the quadcam inventory levels being elevated in the Americas and you still some of the enthusiastic about Rynaxypyr and Cyazypyr so is that those products will continue to grow sales this year, but you might have some headwinds in the balance of the portfolio?
Ellen Kullman:
I think that’s correct. It really depend on the pest pressure and as we come through the season so, Jim similar comments.
Jim Borel:
Yes, first of all you are right. It will depend on pest pressure, we are positioned very well and we are continuing to expand soyas appear countries around the world, is that most of the launch where we’re starting to move [indiscernible] fungicide forward so crop protections and seed treatments in a number of countries so crop protections pipeline continues to be a really important part of their growth and away from continuing to strengthen margins overtime.
Vincent Andrews:
And Jim, do you just have a quick sense of whether your reference that the corn acres in the order book suggest that, farmers are switching to soya do you think it’s more or less of the switch than what sort of this is implied by the USDA forecast.
Jim Borel:
Yes, this time in the season its almost possible to say and farmers are really just get in the filed early stages, it’s going to depend on what happens with the weather over the next couple of weeks and what actually goes in the ground. What the final acres will be, so we don’t have any better information than what you heard.
Vincent Andrews:
Great.
Nick Fanandakis:
Well, thank you everybody for joining the call today. Our team is available for follow-up questions if there are any.
Ellen Kullman:
Thank you all.
Jim Borel:
Thank you.
Operator:
Thank you ladies and gentlemen. That concludes today’s call. Thank you for participating. You may now disconnect.
Executives:
Greg Friedman - Vice President of Investor Relations Ellen Kullman - Chair and Chief Executive Officer Nick Fanandakis - Executive Vice President and Chief Financial Officer Jim Borel - Executive Vice President
Analysts:
David Begleiter - Deutsche Bank Frank Mitsch - Wells Fargo Jeff Zekauskas - JP Morgan Bob Koort - Goldman Sachs Don Carson - Susquehanna Financial Vincent Andrews - Morgan Stanley John Roberts - UBS
Operator:
Welcome to the DuPont Fourth Quarter 2015 Conference Call. My name is John, and I'll be your operator for today's call. At this time all participants are in a listen-only mode. Later we will conduct a question-and-answer session. Please note that the conference is being recorded. Now I’ll turn the call over to Greg Friedman, Vice President of Investor Relations. Greg, you may begin.
Greg Friedman:
Thank you, John. Good morning everyone and welcome. Thank you for joining us to cover DuPont's fourth quarter and full year 2014 performance. Joining me are Ellen Kullman, Chair and CEO; and Nick Fanandakis, Executive Vice President and CFO. The slides for today's presentation and corresponding segment commentary can be found on our Web site along with our news release. During the course of this conference call, we will make reference to forward-looking statements, and I direct you to Slide 1 for our disclaimers. All statements that address expectations or projections about the future are forward-looking statements. Although they reflect our current expectations, these statements are not guarantees of our future performance but involve a number of risks and assumptions. We urge you to review DuPont's SEC filings for a discussion of some of the factors that could cause actual results to differ materially. We will also refer to non-GAAP measures, and request that you review the reconciliations to GAAP statements provided with our earnings news release in today's slides posted on our Web site. For today's agenda, Ellen will speak briefly about our accomplishments of the last year and our growth strategy going forward. Nick will review our fourth quarter and full year 2014 financial performance as well as our 2015 outlook. I will provide business segment insights, and Ellen will speak again with concluding remarks followed by your questions. As you know Trian Fund Management has invested in DuPont stock and proposed a plan to break up the company, a spin upon a spin. Our Board of Directors and Management are anonymous in their belief that the plan we’re pursuing will continue to deliver superior value for all DuPont shareholders. On January 8th, Trian announced that it has nominated four individuals for elections for the Company’s Board of Directors at our 2015 Annual Meeting of Shareholders. As we said at the time of that announcement, the Corporate Governance Committee of the DuPont Board will review Trian’s candidates and present its recommended fleet of director nominees in the company’s definitive proxy statement. In the meantime, we remain focused on continuing to execute our transformative strategic plan which has already delivered and continued to drive superior value for shareholders. We look forward to ongoing discussion and engagement with our shareholders and as always appreciate their views and perspective. Please note that the subject of today’s call is the Company’s fourth quarter earnings. We will not be taking questions on the topic of Trian’s plan or fleet. With that introduction, I direct you to Slide number 2 and it’s now my pleasure to turn the call over to Ellen.
Ellen Kullman:
Thank you, Greg and good morning everyone. DuPont made important progress on our strategic plan in 2014 and we’re looking ahead with excitement to a year of continued transformation that will enhance our prospects for the future. Our fourth quarter results reflect our continued focus on execution with volume and margin improvements in almost every segments and operating EPS increasing 20% year-over-year despite market and macro challenges. We achieved several significant milestones in 2014. These include the ongoing refinement of our portfolio with 10 strategic portfolio actions during the year and our Form 10 filing in December reflecting steady progress towards the mid-year spinoff of Chemours. We initiated a redesigned program last July and already exceeded our second half cost reduction targets, and we continued to act on our commitment to return capital to shareholders through $2 billion of share repurchases and increasing the common stock dividends 4% in July for a total of 3.7 billion returned to shareholders in 2014 alone. In 2015 DuPont will continue its transformation as a dynamic science company driven by innovation, executions and global reach. Our focus on creating shareholder value and leveraging advanced science and technology, market and value chain knowledge, global scale and disciplined management has delivered 266% total shareholder return and $14 billion of cumulative capital returned to shareholders since our leadership change in 2009. We’re executing on key initiatives that will continue to deliver shareholder value going forward. Before Nick and Greg take you through the details of our results, I want to highlight two key elements that underscore our commitment to increasing shareholder value. Over the course of this year, you will continue to see a major contribution from our operational redesign. I have more to say about this important program, but I’m also pleased to note that we’ve increased our cost reduction target by approximately $300 million to at least $1.3 billion of total expected savings to be achieved on a run-rate basis by 2017. We’ve already achieved $0.07 per share in 2014. By the end of 2015, we forecast annual run rate savings of approximately $1 billion, a significant acceleration of our originally announced schedule. This is a top priority for all of us at DuPont, and we’re working with the leading international consulting firm with extensive experience in initiatives of this magnitude. Plans are being tracked with business leaders held accountable for achieving them and you will continue to hear about our quarterly progress. For more significant strategic action anticipated for 2015 is the separation of Chemours. As part of that separation, DuPont will receive a one-time dividend from Chemours at the time of separation. We expect to return all or substantially all of the proceeds from that dividend back to shareholders within 12 months to 18 months of completing the separation with a portion to be returned by the end of 2015. Nick will provide more detail about this in his remarks. I’ll be back to give you more perspectives on the year ahead, but now I’ll hand it off to Nick to walk us through on fourth quarter and full year results.
Nick Fanandakis:
Thank you, Ellen. Let's start with the details of the fourth quarter on Slide 3. We delivered $0.71 operating earnings per share versus $0.59 in the prior year. The 20% increase in the fourth quarter reflects gains from strategic portfolio actions, continued productivity and cost reductions related to the Company’s operational redesign initiative, lower performance based compensation expense and share repurchases. The improvement is a direct result of disciplined execution in innovation despite macroeconomic and market headwinds including a weaker ag economy, stronger dollar and a difficult market pricing environment. Consolidated net sales were $7.4 billion; volume growth of 3% was more than offset by a 4% impact form portfolio and a 3% negative currency impact. The Company continued to execute on its strategy to enhance the value creation of the portfolio finalizing five divestitures in the fourth quarter and 10 portfolio actions for the full year. While these product line divestitures reduced our revenue by 2% in 2014, they remain the right strategic choices to unlock shareholder value over the long-term, enabling our future growth by allowing us to focus on higher growth opportunities, margin improvements and less cyclicality. From a currency perspective, the dollar continued to strengthen against most currencies particularly the euro, Brazilian real and the Japanese yen. Currency for the quarter was a $0.07 hit impacting segment results. For the full year, we had a $0.26 per share currency headwind comprised of $0.11 impacting segment results and an after tax exchange loss of $0.15. Volume growth of 3% across most segments was led by agriculture and performance materials which grew volumes 5% and 4% respectively. The agriculture volume increased reflects higher crop protection volumes in the timing of seed shipments. Performance Materials volume growth was driven by demand in the automotive sector in North America and China and growth in industrial and consumer markets. Volume decline was limited to electronics and communications which saw a 5% decline year-over-year, primarily due to the impact of competitive pressures on Solamet paste. Weaker local pricing of 1% in the quarter was primarily driven by lower pass through metals pricing in electronics and communications, lower corn seed prices in agriculture principally in Brazil and Performance Chemicals. In 2014, we delivered full year earnings growth despite the headwinds I previously described. We achieved double-digit operating earnings growth in three segments and improved margin year-over-year in five segments. We continued our focus on improving operational productivity and completed the first wave of our enterprise wide redesign, which delivered cost savings of $0.07 per share in the second half. Although not specifically reflected on the chart, I’d like to comment now on taxes. For the full year our base tax rate was about 19%, two points lower than we anticipated three months ago and more than one point lower than the prior year. The lower rate in 2014 results from favorable geographic mix of earnings and the re-enactment of the U.S. R&D credit in the fourth quarter. The fourth quarter base tax rate was about 9% reflecting a favorable year-to-date catch up adjustment and the net impact of these tax law changes. Now let's turn to the fourth quarter segment operating earnings analysis shown on slide 4. As you can see here the performance in the quarter was driven by higher results in agriculture, performance materials and industrial biosciences partially offset by higher expenses associated with pre-commercial programs incorporated in the other categories in the chart. As noted on the slide segment results included $175 million in lower performance based compensation versus the prior year reflecting the alignment of our compensation practices with performance. Turning now to Slide 5, I would like to highlight some of our geographic results. Worldwide our sales were down 5% in the quarter as the volume increase of 3% was offset by reductions in portfolio of 4%, currency of 3% and local pricing of 1%. Sales in developing markets decreased 3% during the quarter primarily due to the impact of portfolio changes, currency and lower Latin America sales. Sales in developing EMEA increased 4% in the quarter versus fourth quarter 2013. Volume increases in most segments led by agriculture, safety and protection and industrial biosciences were partially offset by currency. Volume growth in safety and protection was driven by public sector demand for Kevlar. In Latin America sales declined 10% principally due to 5% negative currency impact, 3% decline from local price and lower seed volumes. Lower price is primarily attributed to lower corn seed pricing in Brazil. Developing Asia grew 3% in the quarter or 8% higher volumes offset by portfolio and the negative impact of currency. Volume grew in most segments led by performance chemicals and performance materials. Turning now to Slide 6, you can see that the growth in our operating earnings per share in the quarter is attributable to the combination of higher segment operating earnings, lower corporate and interest expense and the benefit of lower shares outstanding. Portfolio changes in EG&L each had a $0.03 per share negative impact on earnings in the quarter. Segment results contributed $0.09 higher operating earnings in the quarter excluding a $0.03 hit from portfolio changes I described earlier. For the full year segment results contributed $0.11 in operating earnings excluding a $0.09 hit on portfolio changes. The favorable variance in corporate and interest expenses provided a benefit of $0.07 in the quarter primarily reflecting the impact of our cost cutting program. For the full year lower corporate and interest expenses provided a benefit of $0.11 to operating earnings. Turning now to the balance sheet and cash on Slide 7. We ended the year with $1.7 billion of free cash flow on a total company basis versus $1.3 billion last year. The increase primarily reflects the absence of tax payments related to the sale of Performance Coatings. We ended 2014 with net debt of $3.7 billion versus $3.4 billion in December of 2013. Year-end cash balances decreased to about $7 billion. The decrease is primarily due to the completion of our $2 billion share repurchase commitment in 2014. Let me point out that our unfunded pension and OPEB liabilities increased nearly $4 billion from $8 billion last year to $12 billion now. The increase was driven by the impact of lower discount rate as well as a change in mortality tables that was enacted in late 2014. On Slide 8, I’d like to highlight that we're continuing to execute on our operational redesign initiative which delivered about $0.05 of benefit in the fourth quarter. For the full year earnings benefited $0.07. As Ellen noted we have increased our original cost reduction target to at least $1.3 billion and I want to underscore that we will continue to look for additional areas of productivity improvements in cost reductions. The spinoff of the Performance Chemical segment remains on track for the completion in mid 2015. In December 2014 the initial draft of the Form 10 registration statement was filed with the SEC and we announced that the new company named as the Chemours Company is targeting a high yield debt rating of BB. We expect the commensurate debt level to result in approximately $4 billion of one-time dividend proceeds from Chemours to DuPont. As Ellen stated earlier we intend to return all or substantially all of these proceeds back to shareholders via a share repurchase within 12 to 18 months of separation and with a portion being returned by the end of 2015. However the amount of the dividend received from Chemours depends on the rating agency outcome and the underlying business conditions which may change between now and the time of separation. We will provide more updates as information becomes available. Turning now to Slide 9, I’d like to review our assumptions regarding our key markets and the broader economy in 2015. These assumptions form the foundation of our 2015 guidance. Broadly speaking, the U.S. dollar continues to strengthen against most currencies and will be a substantial headwind for us in 2015. We expect global growth of 3% against the backdrop of world economy that continues to face many uncertainties. We expect global industrial production to increase about 3% in 2015. Growth has strengthened in North America and uncertainty in Japan and Europe continues as industrial production has stalled and Russia and Ukraine remain in recession. In agriculture the fundamentals are challenging. Farmer net income has declined and we anticipate lower corn planted area as farmers favor soybeans over corn. Auto growth continues while growth in the U.S. housing is expected to accelerate. With this backdrop let’s now turn to Slide 10. We expect net sales to be even with prior year as about 5% volume and price growth across the company is expected to be offset by the impact of portfolio changes and currency. The company expects 2015 operating earnings of $4 to $4.20 per share which includes full year results for the Performance Chemicals segment. The outlook also includes a $0.60 per share headwind based on last week’s currency rates. The global currency markets have recently experienced significant volatility and a meaningful strengthening of the dollar against a broad basket of currencies that we operate in. This has created a significant headwind for DuPont’s expected outlook for 2015. The currency impact is expected to be most significant for us in the first half of the year due to the seasonality and operating earnings from agriculture in the Northern Hemisphere. Headwinds from a weaker euro, lower corn planted area and a difficult market pricing environment in performance chemicals will be strongest in the first quarter and are expected to more than offset growth in other segments. Excluding currency impacts, we would expect earnings growth to be in line with our long-term targets driven by this underlying sales momentum and a full year benefit of accelerated cost reductions through our redesign efforts. For the full year, we expect our base tax rate to be about 22% an increase from prior year due to geographical mix of earnings and the absence of the U.S. R&D credit. This represents about a $0.15 per share headwind in the outlook. Capital expenditures are expected to be $1.8 billion. In 2015, we will continue to exclude from operating earnings the transaction related cost of the separation of performance chemicals and report them on Schedule B of our earnings report. We anticipate these expenses will be about $0.30 per share for the year compared to $0.14 in 2014. Our market environment continues to be a dynamic one. We’re cautious as we enter 2015 but confident in our ability to execute our plans while remaining poised to capitalize on changing market conditions and growth opportunities. With that let me turn the call over to Greg, who’ll review the segments. Greg?
Greg Friedman:
I’d now like to provide some brief segment insights focused on our full year 2014 results and the first quarter and full year segment outlook. As a reminder, the slides with complete segment commentary are posted on the Investor Center Web site under Events & Presentation along with other materials for today’s call. Starting with Slide 11, in agriculture full year operating earnings decreased 5% as higher crop protection volumes, higher local seed prices and lower costs including seed input were more than offset by lower corn seed volume, a negative impact of currency and portfolio impacts. During the year, we took disciplined actions to streamline our cost structure, further focus our investment on the highest growth opportunities and better position ourselves for the current economic environment. As we look to the near future, we expect the economic environment in the agriculture sector to remain challenged. Farmer net income has declined and growers in Brazil’s Safrinha season and in North America are likely to reduce corn pricings again in 2015 putting pressure on volumes in the first half of year. Our seed order book reflects the shift in acres. In addition, lower insect pressure in Brazil and continued elevated distributor inventories in the Americas will present headwinds in 2015 in crop protection markets. Farmers are increasing demand in our newest corn seed genetics, our AcreMax integrated refuge corn products and our new T Series soybean variety. However, with profits coming down, farmers are sharpening their pencils when it comes to input purchases. Coupled with strong industry seed supplies, 2015 continues to be a very dynamic and competitive season. We anticipate currencies will remain volatile and headwinds to be substantial in markets like Europe, Brazil and Canada where we have seen strong growth in our market position in recent years. For the first half of 2015, which reflects the majority of the Northern Hemisphere season, we expect Agriculture segment sales to be mid-single digits percent lower with operating earnings about 10% below 2014 as price gains from new product mix are more than offset by currency and lower volumes. The currency impact will be greatest in the first quarter when the majority of 2015 season sales in Europe occur. Volumes will be more challenged in the first quarter due to an expected decline in North America and Brazil Safrinha corn area, the earlier timing of Northern Hemisphere seed shipments which benefited the fourth quarter of 2014, and a reduction in herbicide volumes. We expect first quarter sales to be about 10% lower and operating earnings about 25% below 2014. For the full year, we expect sales to be down low single-digits percent and operating earnings down high single-digits percent as price gains from new seed and crop protection products are more than offset by currency headwinds. Excluding this impact of currency, we would expect operating earnings to be up mid-to-high single-digits. While agriculture markets may continue to face challenges in the short-term, we remain confident in the long-term fundamentals for sustainable demand growth for grain and oilseeds and in our growth strategy. We are excited about our near-term pipeline of new genetics and traits like DP4114 and Leptra insect protection in seeds. Leptra will bring an additional mode of control to help Brazilian farmers manage the intense pressure they face from insects, including fall armyworm. In crop protection our robust pipeline of new actives will continue to complement our recent launches of insecticides and fungicides and our expanding seed treatment portfolio. On slide 12, on Performance Materials we delivered another solid year. Full year operating earnings were up 1% overcoming the negative impact of portfolio changes and the 60-day planned ethylene outage. Operating margins increased 70 basis points to close the year at 21%, well above our long-term target. For the first quarter, we anticipate sales will be down in the mid-single-digits percent range due primarily to currency and portfolio impact. Operating earnings are expected to be up in the mid-teens however on a percentage basis on improved volume as prior year sales were constraint in advance for the scheduled ethylene outage. In 2015, we anticipate strong volumes will be more than offset by the combined negative impact of portfolio price and currency resulting in sales down mid-single-digits. Full year operating earnings are expected to increase in the mid-single-digit range however as higher volumes more than offset the negative impact of currency. Moving to Slide 13, in Industrial Biosciences we delivered outstanding full year results, higher volumes and improved mix from the continued ramp of new products help deliver a 25% increase in operating earnings and a 300 basis point increase in operating margin. Our volume growth in enzyme was driven by new product offerings and increased sales into emerging geographies in key markets including ethanol, food and animal nutrition. While ethanol industry fundamentals are adjusting to a lower energy cost environment, we anticipate demand for DuPont’s novel enzymes and other functional bio-products designed to increase production rates, yield and efficiency will remain steady for this year. The first quarter of 2015, we anticipate higher segment volumes will be offset by the negative impacts of currency and lower prices, resulting in sales even with the prior year. First quarter operating earnings are also expected to be even with the prior year. For the full year, we expect sales will be flat but higher volumes and stronger mix will result in earnings up in the high-teens on a percentage basis. On Slide 14, full year sales in electronics and communications were 6% lower as volume growth in several product lines was more than offset by lower metals prices and by competitive pressure in photovoltaic paste. Full year 2014 operating earnings of $355 million increased $21 million, or 6%, on volume growth and productivity gains, partially offset by the absence of 20 million in OLED licensing income realized in 2013. Looking ahead to 2015, global photovoltaic module installations are expected to grow about 20% fueled by installations in China, Japan and the U.S. and in developing markets. We expect continued strength in Tedlar film, consumer electronics and packaging graphics. In the short-term, we expect segment results will continue to be negatively impacted by declines in Solamet paste, as intense competition has impacted price and share in this business. We have begun testing a new metalized paste product for the PV market with customers, and expect to ramp up production in 2015. For the first quarter we expect sales to be down low teens percent from short-term challenges in PV paste and lower metals prices with operating earnings about flat benefiting from productivity. We expect to see the impact of our new photovoltaic paste products in the second half of the year. Full year sales are expected up low-single digits percent from volume gains offset by the pass through of lower metals prices. For the year we expect operating earnings to be up in the high-teens percentage. On Slide 15, in Nutrition and Health our disciplined focus on productivity and mix enrichment is paying off as operating margins improved over 200 basis points for the full year. 2014 was a strong year for this segment as full year operating earnings grew 27% from an improved product mix, volume growth, productivity and a gain on termination of a distribution agreement partially offset by the negative impact of currency. Market conditions are expected to remain challenging in Europe where the Russia food import ban continues to have an effect and currency will be a strong headwind. In the first quarter we expect sales and operating earnings to be about flat with broad based volume gains negated by the impact of currency. Full year sales are expected to be about flat with broad based volume gains offset by currency. Full year operating earnings are expected to be mid-single-digit percent higher benefiting from lower raw material costs, improved mix and a continued focus on productivity further expanding operating margins. On slide 16, in Safety and Protection we delivered full year 2014 operating earnings of $794 million an increase of $104 million or 15% from higher volumes driven by increased demand Nomex thermal resistant fiber, and Kevlar high strength materials paired with productivity improvements and lower product costs. These gains were partially offset by lower sales from clean technologies offering and portfolio changes. Operating margins were up 260 basis points versus the prior year. In the first quarter of 2015 we anticipate sales down in the low-single digit percent range and earnings growth in the mid-single digit percent range as volume growth, higher operating margins and sustained operational productivity will be partially offset by the impact of currency and portfolio changes. For the full year 2015 segment sales are expected to be flat and earnings up in the low-teens on a percent basis as strong volume growth, continued margin improvement and productivity will be offset by portfolio changes in currency. On slide 17, in Performance Chemicals, full year operating earnings were down 8% primarily due to lower pricing and the negative impact of portfolio and currency. We delivered volume growth across the portfolio but competitive pressures in TiO2 remain high as soft industry fundamental especially in Europe contributed to lower prices during the year. We believe industry utilization rates remain essentially unchanged with inventory levels near normal. In the first quarter of 2015 we anticipate sales will be down in the mid single-digit on a percentage basis and operating earnings will be down about 35% due primarily to lower U.S dollar pricing. Full year 2015 segment volumes are expected to grow at 1 to 2 times the rate of GDP, portfolio sales up low-single digits on a percentage basis. Full year operating earnings are expected to be about flat as higher volumes are offset by the negative impact of currency and portfolio changes. Now I will turn the call back over the Ellen.
Ellen Kullman:
Thanks Greg. Overall we made strong progress on our strategic plans in 2014; our decisive actions across the company enabled us to deliver volume, margin and earnings growth in the majority of our segments even in an environment of significant market and macroeconomic headwinds. As we look ahead we're focused on strategic choices that will position DuPont for higher growth and higher value. While we are very focused on cost reductions our transformation goes far beyond that. As you know over the past six years our actions have been guided by a clear plan to dramatically refine the portfolio to focus investments in areas of significant opportunity and secular growth, fueled our innovation platform in good times and bad to deliver substantial revenues from the new product synergies over the prior four years, instituted our focus on efficiency, cost discipline and accountability as a way of life. Expanded our global penetration and demonstrated our commitments to shareholders by returning approximately $14 billion to shareholders. We consider that over a three year period we will soon have divested of our two largest legacy businesses representing over $11 billion in total sales, you will begin to understand the magnitude of change we're driving. As we step before the spinoff of Chemours is a major inflection point on this path. In preparation for that event last July we launched a sweeping operational redesign with the advice of a leading consulting firm. Through our work we've created a blueprint for the new DuPont and we're making sure that we start out with foundation that aligns a highly effective innovation driven operating and business model with a significantly reduced cost structure. Our partners have helped us conduct a top down and bottom up analysis. We’re upgrading and modernizing everything from our management reporting structures to our manufacturing supply chain to the way we process transactions. With a more streamlined structure, our investments will be targeted, disciplined and effective enhancing our competitive position in the marketplace. And we will continue to identify additional opportunities to reduce cost and streamline our organization. Just as they’ve been productivity, efficiency and accountability will be a way of life for the new DuPont. In short, a redesign will help us to continue deliver on our cost and value initiative and drive growth across our three strategic priorities; extending our leadership in agriculture and nutrition, strengthening and growing our advanced materials capabilities and leveraging across company knowledge to develop a world leading bio-based industrial business. This year our investments will continue to be targeted towards these three priorities. In agriculture, we’re making strategic investments to extend our leadership in germplasm and breeding, while advancing our exciting biotech and crop protection pipeline to create valuable solutions for farmers. We’re making excellent progress towards the commercialization of Leptra corn hybrids in Brazil, corn event DP4114 and several active ingredients in crop protection. DuPont crop protection recently was awarded three prestigious 2014 Agro Awards including Best R&D Pipeline for the second consecutive year, and we continue to ramp up recent innovations like AcreMax in corn, T series soybeans, Encirca Services, Ti-Pure for insect control and Dermacor seed treatment to name a few. In specialty food ingredients, we’re focused on expanding our nutritional offerings with high growth emerging health and wellness markets. Products like our successful line of HOWARU Probiotics are designed to meet expanding demand for health enhancing bacteria and food, beverages and dietary supplements. In advanced materials, our application and product development investments in innovative polymer, electronic and protective materials will help expand the performance boundaries in markets including automotive, aerospace, packaging, photovoltaic and construction. And in industrial biosciences, we continue to ramp up our new products including cold water, bakery and animal nutrition enzymes to build on our current momentum. As innovation creates new demand for these products, we’re well positioned to create new categories of renewable resource, bio-based materials and fuels that draw on our knowledge from our agriculture and advanced materials business. Our strategic priorities continue to guide us and focus our growth strategy. To deliver we will be relentless in the pursuit of operational excellence with three operating priorities; innovation, global reach and strong execution. Looking ahead 2015 will build on the solid progress we’ve made in the execution of DuPont strategic plan. Following the separation of Chemours, we will be a very different company. With greater emphasis than ever before on science driven innovation we are facilitating an even closer connection between our laboratories and the marketplace and faster, more effective execution in delivering innovative solutions for our global customers. We’re enhancing our agility and responsiveness to market conditions necessary to win in a globally competitive environment and we’re already starting to see results. The cultural shift we’re driving started with the global financial crisis and has been reinforced by portfolio changes large and small and the recast of our corporate and functional support. This is enabling us to capture the enormous opportunity ahead and provide a clear understanding of how each of us can contribute in new ways to the DuPont that will emerge post separation. In summary, DuPont continues to move forward with disciplined focus and purpose to deliver value now and position DuPont for the longer term. Our Board and Management are on course following a plan we began implementing six years ago that has delivered significant value accumulative capital return of $14 billion to shareholders and 266% total shareholder return well ahead of the S&P 500 and our proxy peers. We will continue to pursue the right choices and decisions to build on our historic track record as a dynamic science company delivering value through market driven innovation and a highly efficient low cost structure. And most importantly we remain confident in our plan to deliver sustained long-term value for our shareholders. Greg.
Greg Friedman:
Thanks, Ellen. We’ll now open the lines for questions. Also joining us for Q&A is Jim Borel, Executive Vice President. As a reminder, the purpose of today’s call is to discuss our operating earnings. We ask that you keep your questions focused on our results and outlook.
Operator:
Thank you. We will now begin the question-and-answer session. All lines have been placed on mute to prevent any background noise. [Operator Instructions] And our first question is from David Begleiter from Deutsche Bank.
David Begleiter:
Ellen, can you comment on the pace of 4 billion buybacks, why it was 18 months wanted something little bit quicker?
Nick Fanandakis:
So, a couple of things I should mention David, I mean first I qualify the $4 billion as I mentioned on the call the value of the midnight dividend will obviously be depended upon once we get in front of the credit rating agencies with the Chemours business outlook at the time. And in order to maintain that BB rating, we’re determined what level of debt we’re really going to be able to put on there. Right now we’re estimating that to be $4 billion. Now there are some IRS rules that come into play here around the length of time one would have to return that value to the shareholders and has to be done in this 18 month period in order to maintain the tax free status of it. And so we’re projecting somewhere in that 12 to 18 month period is when we would look to return substantially all of that estimated $4 billion to the shareholders.
Ellen Kullman:
Yes, David and as we get closer to knowing exactly what the number is and looking at going forward we’ll be more definitive on the timing of that what would occur in ‘15 and what would occur in ‘16.
David Begleiter:
And Ellen just on the corporate expenses we’ve seen nice decline in the last couple of years to $700 million in 2014. Where do you expect corporate expense to be in 2015?
Ellen Kullman:
So obviously they are going to be lower and obviously with fresh start and we’ve sized that for you, that fresh start hits not only corporate expense it hits the segment expenses and even product costs as we’re doing some things around like warehouses and things like that. So, we continue to drive that very efficiently and we’ve been very proud of the work that we did in the last quarter to identify another $300 million in savings and be able to achieve that savings by the end of ‘17.
Operator:
Our next question is from Frank Mitsch from Wells Fargo.
Frank Mitsch:
We’re about six weeks since the Form 10 came out on Chemours, and I know Nick that you had said in the past that would set the base case in terms of a spinout or if there were other avenues of sale or what have you that might be considered, can you talk about the interest that you’ve seen there or how that has been trending and what’s your best guess in terms of does this go spinout or not?
Nick Fanandakis:
Well you characterized it right Frank that we said that we’re going to have Form 10 out there to essentially build the box if you will of what would be the base case and how we would proceed. And I’ve always said that we’re going at pace to execute against that spin separation. We do remain open to explore opportunities, I am not going to get into specifics in that regard, but we would remain open to explore opportunity. But I’ve also said many times that I find it very difficult to imagine something that’s going to take me of the spin path, I think the value that would have to be there in the way of the upside versus the speed and risk that one would take from going off of this spin path that we’re on, we have to be significant enough but I just find it hard to imagine that, that’s going to be possible Frank.
Frank Mitsch:
And if I could follow-up on fresh start, obviously a nice bump in the program here and a nice acceleration in terms of when you realize that I think you said $0.30 to $0.35 would be realized here in 2015 which at that $1 billion run rate suggests $0.50 or so to be realized in 2016 and incremental $0.50 that’s realized in 2016, is there anything that might be deflating that in terms of stranded cost or something like that, that might be an offset to that $0.50 positive from fresh start in 2016?
Nick Fanandakis:
It's not going to be stranded cost Frank, but obviously as you go into 2016 there will be inflation that that’s going to occur on some of the cost items. There is also growth efforts that we continue to expand upon and drive. So there is going to be some increases in the cost element that this is going to be going against that sort of an increase. But it's not going to be something like stranded cost that's going to be there that's going to cause any kind of reduction against our projections. Our number as you said is we believe we will realize about $0.35 in 2015, and at the end of ‘15 we will be at a run rate of about $1 billion. Now that run rate of $1 billion includes the run rate of $1 billion, includes the amount of cost that would be going over to P Chem part of the separation. The $0.35 does not, that's just $0.35 of value created within DuPont itself without the money going over to P Chem.
Operator:
Our next question is from Jeff Zekauskas from JP Morgan.
Jeff Zekauskas:
I was looking at the fund flow statement and your change in operating assets and liabilities was the use of $1.3 billion and the previous year was $1.4 billion. What’s behind that change? And ht your receivables and inventories don't really change that much but there is something that's using up cash and do you have a forecast of 2015 for that number?
Ellen Kullman :
Yes, Jeff. So you have a knack for going to a very specific place and Nick has just now told me he has figured it out, so Nick.
Nick Fanandakis :
Jeff I think the biggest thing there is the absence of the tax payment for the coating sale. We had about $700 million of tax payment that shows as part of that free cash flow but the inflow of cash is below the free cash flow line in the investments area. So that's the biggest reason for the delta on a year-over-year basis.
Jeff Zekauskas:
And I guess secondly the currency hit of $0.60 seems a lot, I was wondering what it translates to in terms of a change in sales? I mean my guess was that if your consolidated sales decreased 5% from currency but that would be $0.30 not $0.60 are there currency positions that are jeopardized? Is that what makes the number so large or is the sales impact bigger?
Ellen Kullman:
Yes. So if you look at it we only have 37% of our revenue last year within the United States. So we have a very large revenue base outside. If you look at the total impact on the revenue lines for 2015, we’re looking now at about 3.5% and then when you translate that down our position and in all of our businesses it does come out $0.60 a share. So it is large, it's obviously why we wanted to get it out there and we’ve seen this coming to the fourth quarter because you saw the currency start to move there but January has been tremendously volatile.
Nick Fanandakis:
The other thing I would add to what Ellen said and fully in line with what she just told you Jeff. But the other piece I would add is, think about the timing of all this, those exchange rates may change throughout the year but we're most heavily exposed especially against the euro in that first half of the year with the ag business. So our mix and timing of that mix and when those sales are going to take place is going to have a significant impact on our company.
Operator:
Our next question is from Bob Koort from Goldman Sachs.
Bob Koort:
I was wondering if you could give me a little more color on the comps that I think you sized it at 175 in the quarter? And it seems you have made your guidance that you had rejiggered mid-year, so is it just a function of you need to wait to the end of the year to true up that expense line? And what were the specific metrics that were failed or ones that resulted in that big comp hit?
Ellen Kullman:
We set aggressive performance targets at the beginning of the year for each one of our businesses and for the company. And our results did not meet the aggressive targets that we set this time last year and therefore the performance based compensation is hit accordingly and we threw it up at the end of the year from that standpoint. So I mean it is paper performance the performance based culture we’re driving this company, and I think that's reflective of it.
Bob Koort:
And my follow-up on Solamet you mentioned that it’s maybe becoming somewhat commoditized, you have intensified competition; you are going through new product developments. Can you talk about what those new products offer that might get your customers to switch from a deflating product towards something that might cost them more but add some value?
Ellen Kullman:
Yes, so obviously with increased competition and in that segment, I mean we've upped our game on the innovation side coming through 2014. There is innovation left in that market space and we have the line on new products that we're testing now in small quantities with our customers that we will be commercializing in 2015. So we still think there is attractive space and we think that innovation still matters. I don't consider it commoditized, I just think that the competition is intensified in terms of creating new performance products and so people have caught up with us and we're going to focus our efforts on pulling ahead again in 2015.
Operator:
Our next question is from PJ Juvekar from Citigroup.
Ellen Kullman:
PJ you’re on mute.
Operator:
I can go to the next question, if you wish.
Ellen Kullman:
Yes, that’s great, thank you.
Operator:
And our next question is from Don Carson from Susquehanna Financial.
Don Carson:
A question on your domestic agricultural business. Can you just size the impact for the full year on the shift from corn to soya in the U.S.? And as you move forward in somewhere around Grade 2seed, will you be expensing more of Monsanto royalties? Is that going to be a drag on earnings as well?
Ellen Kullman:
Yes, Jim why don’t you take that one?
Jim Borel:
Yes so as we look at ‘15 clearly we’re expecting corn acres that the soybean corn price still favors soybean, so we’re expecting corn acres to be down, but it’s very difficult to size and those final decisions are being made by growers closer and closer to the season. So it’s hard to size the shift, but we do expect the decline in corn acres and a slight increase in soybeans. Regarding the royalties, the royalties will be higher as we continue to increase the penetration around a few into the lineup, so that’ll be expensed as those things increase into the portfolio. For example in ‘15 we’d expect around the Grade 2 sales to be about double what they were in ‘14.
Don Carson:
But Jim overall so you’re saying a shift from corn to soy is negative for you, you just don’t have the exact amount?
Jim Borel:
Yes at this point, the shift to come from corn to soy is negative for us. We are going to make good money on both of them, but corn is a bit more profitable last few years.
Ellen Kullman:
And that’s a part of our guidance that we’ve put out for you today, Don.
Operator:
And our next question is from Vincent Andrews from Morgan Stanley.
Vincent Andrews:
Just on the Performance Chemicals business and maybe specific to Ti02. I just was trying to reconcile how we get, in 4Q look volume was up price was down both sequentially and year-over-year, and then you’re talking about 1Q profits being down 35% I see there’s a lot of currency in there. But how do we ultimately get the year to be flat with that as the backdrop?
Ellen Kullman:
Yes so the first quarter is specifically problematic because of sequential price versus year-over-year price specifically in Ti02. So sequentially if price in the first quarter is about flat, it is down by high single-digits from last year. And that along with flat volume because the first quarter really there isn’t a lot of volume improvements typically kind of results in that kind of earnings profile and you expected the volumes improve throughout the year as specifically also in Chemicals & Fluoroproducts as their volumes -- the season and refrigerants in the second quarter and things like that you’d start to see that improvement come throughout the year, so the first quarter is specifically problematic for Performance Chemicals.
Vincent Andrews:
And then if I could just ask a question around PV, I mean I know solar and oil have very different purposes, but are you seeing or hearing anything that that suggests the sort of runaway for solar is going to change in the lower oil price environment?
Ellen Kullman:
We haven’t heard that yet and I think first of all solar is still pretty small, so having growth rates of 20% still can occur. They’re also being put in the places where it is from a grid parity standpoint in places like China where they are just a -- and they have come out to say that by 2030 they’re going to be capping CO2 emissions and some of that start to come from an increase in their renewable energy sources, and solar is a big part of that as they’re the largest producer of solar modules. So we don’t see that, a short-term blip in oil is taking the PV industry office long-term kind of projection.
Greg Friedman:
So we’ll take one more question.
Operator:
From John Roberts from UBS. Please go ahead.
John Roberts:
Nick each year you give tax guidance in October and then in the final two months of the year you seem to discover a lot of new tax info. This seasonality the ag business caused that or is it perhaps your integrated tax and currency hedging that causes these big swings in the last two months of the year in your tax outlook?
Nick Fanandakis:
The last couple of years, a big part of that has been driven by the enactments around the legislation for the expenders package that were held out and then all of a sudden we saw brought back in certainly that happened this year held out until very late in the year and then ramped it for 2014. And as you know in ‘15 it’s not in place. So I cannot use in my base tax rate the assumption that that is going to occur. I’ve got to keep that out and run my books if it’s not there and then if it gets enacted by year-end then I have to adjust for the full year at that point in time. So that’s a big part of it. And then the other piece is it is difficult to get exactly the mix right of all the places over 90 different countries that we’re operating in, exactly what the tax in those jurisdiction is going to be based on the actual sales that are going to accrue this. So the geographic mix does play a part in that, and you have to through that up as year-end, so we go through that final through up at year-end on that piece. So those are the main drivers.
John Roberts:
And as a follow-up, has the higher pension liability effect the 2015 earnings at all or is that all incorporated into the fourth quarter adjustment?
Nick Fanandakis:
The higher pension liability will be part of the non-op pension costs. So you’ll see impacted, they won’t be part of the operating earnings fee. And really what we’re talking about here is on the funding the unfunded portion that really took that step up of close to $4 billion, $3.7 billion. It's funny it doesn’t take much in the way of discount rate change to have a significant impact. Our rate assumptions for the calculations change by 80 basis points and we saw $2.8 billion impact of that alone. So small movements, as we saw last year when it helped us small movements can have a big impact on that unfunded position.
Greg Friedman :
Well I’d like to thank everyone for joining the call. If you have any follow-up questions please do reach out to the Investor Relations team. Thank you.
Operator:
Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect.
Executives:
Jack Broodo – VP, IR Andrew Liveris – Chairman, Chief Executive Officer Bill Weideman – outgoing Chief Financial Officer Howard Ungerleider – new Chief Financial Officer
Analysts:
Cooley May – Macquarie John Roberts – UBS Bob Koort – Goldman Sachs Jeff Zekauskas – JPMorgan Peter Butler – Glen Hill Investments Kevin McCarthy – Bank of America Merrill Lynch PJ Juvekar – Citi Frank Mitsch – Wells Fargo Securities
Operator:
Good day and welcome to the Dow Chemical Company’s Third Quarter 2014 Earnings Results Conference Call. (Operator Instructions) Also, today’s call is being recorded. I would now like to turn the call over to Mr. Jack Broodo, Vice President of Investor Relations. Please go ahead, sir.
Jack Broodo:
Thank you, Lauren. Good morning everyone and welcome. I am Jack Broodo, Dow’s new Vice President of Investor Relations. I am pleased to be joining you on my first earnings call and look forward to meeting many of you in person in the not too distant future. As usual, we’re making this call available to investors and the media via webcast. This call is the property of the Dow Chemical Company. Any redistribution, retransmission or rebroadcast of this call in any form without Dow’s express written consent is strictly prohibited. On the call with me today are Andrew Liveris, Dow’s Chairman and Chief Executive Officer, Bill Weideman, outgoing Executive Vice President and Chief Financial Officer, Howard Ungerleider, Executive Vice President and our new Chief Financial Officer and Doug May, outgoing Vice President, Investor Relations and recently made President of Dow’s Olefins & Aromatics business. Around 7:00 am this morning, October 22, our earnings release went out on business wire and was posted on the internet on dow.com. We have prepared slides to supplement our comments on this conference call. These slides are posted on our website and through the link to our website. Some of our comments today include statements about our expectations for the future. Those expectations involve risks and uncertainties. We cannot guarantee the accuracy of any forecast or estimates, and we don’t plan to update any forward-looking statements during the quarter. If you’d like more information on the risks involved with forward-looking statements, please see our SEC filings. In addition, some of our comments reference non-GAAP financial measures. A reconciliation to the most directly comparable GAAP financial measure and other associated disclosures are contained in our earnings release and on our website. Unless otherwise specified, all comparisons presented today will be on a year-over-year basis. Sales comparisons exclude divestitures, EBITDA, EBITDA margins, return on capital, and earnings comparisons exclude certain items. We will begin today’s call on Slide 3. I will now hand the call over to Andrew.
Andrew Liveris:
Thank you, Jack and good morning everyone and thank you all for joining us. This is another strong quarter for Dow and our results on the top and bottom line and they reflect deliberate actions we have taken, and continue to take, to focus on execution, control what we can control, and drive a full array of productivity measures, what we’ve called our self-help measures. These actions demonstrate the advantage of our integrated and diversified business model and how we are successfully leveraging our scale, geographic reach, technology expertise and physical integration to achieve targeted growth at our priority market sectors, especially in times of great volatility. It’s with great pleasure that I introduce, not one but two CFOs and two investor relations VPs in the room with me today. With the luxury of having both Howard and Bill present, I will be handling over a substantial portion of the commentary over to the two of them to address this quarter's outstanding results. The first, Bill, I know I speak on behalf of our colleagues, when I extend my sincere appreciation for your service to Dow, notably your leadership in the company’s Chief Financial Officer role. We have achieved many financial milestones during your tenure in the seat. Thank you for your leadership and for your values. Howard, welcome. You’ve demonstrated significant leadership as a member of my core leadership team over these past many years. I have strong confidence with you in this critical role for Dow. Bill, you’re first.
Bill Weideman:
Thank you, Andrew. Turning to Slides 4 and 5 where I will review the highlights – financial highlights for the quarter. Earnings per share rose to $0.72 on an adjusted basis, up 44% versus the same quarter last year. This represents the eighth consecutive quarter of year-over-year growth in earnings-per-share. We delivered broad-based revenue gains, particularly in performance plastics, performance materials and electronic and functional materials, demonstrating the value of our integrated value chains. In a volatile global environment that we’ve faced again this quarter, our global footprint shine as sales rose in all geographic areas. Most notable was our strength in the Americas, where we are further investing in our industry-leading feedstock advantage and deep integration in downstream value-added products. The benefits of our sharp productivity focus drove EBITDA up 24% to $2.3 billion. Also, adjusted EBITDA margins expanded again this quarter, up more than 240 basis points. In fact, both performance plastics and electronic and functional materials achieved a record third quarter EBITDA. While continued productivity actions and improving market fundamentals across performance materials resulted in a year-over-year EBITDA increase of 61% in this segment, demonstrated the continued positive impact of the company's self-help actions. These factors more than offset the impact of a decline in equity earnings due to higher Sadara spending and the negative impact associated with our ethylene production facility outage in Fort Saskatchewan as we previously announced. Our advantaged positions, our drive for productivity and our geographic diversification, all helped to drive our operating rate to 88% this quarter, a level not seen since 2007. All of this enabled us to return value to you, our shareholders, evidenced by the 4.4 billion in declared dividends and share repurchases we have completed year-to-date. In short, we are focused on maintaining our momentum of further enhancing our OC [ph], increasing profitability, generating cash and maximizing shareholder value. Before I turn the call over to Howard, I’d like to pause for a moment. As you know and as Andrew already mentioned, I have announced my plans to retire from Dow after 38 years of wonderful experience at the company. Howard and I will continue the transition process through the end of the year, but today represents my final earnings call as CFO. I'm very pleased to transition the CFO responsibilities to Howard. Howard’s strong business leadership experience and passion for finance will be a great asset. It has truly been my pleasure to work for such a great company and to work with Andrew and with the other leadership members, Jim, Joe and Howard and all my Dow colleagues. I have been extremely fortunate and I have built lifelong relationships at Dow that I will cherish forever. With that, I’d like to turn it over to Howard.
Howard Ungerleider:
Thank you very much, Bill and thank you for your leadership as our CFO but also thank you for the many significant contributions that you’ve added so much value over the decades to Dow. I gladly but humbly accept the baton. It's been a real pleasure of getting the opportunity to work with you over the many years and please know that we will all miss you a great deal. Good morning everyone. Now let's walk through some of the insights and what we expect to see in the fourth quarter. We are not planning for any improvement in the macroeconomic environment. That said, we’re positive on fundamentals in performance plastics, even with the headwinds of lower oil. In performance materials, we expect our ongoing focus on self-help actions to enable continued steady improvements for the segment versus the same quarter last year. On a sequential basis, we expect typical downward seasonality within both electronic and functional materials and coatings and infrastructure. While seasonality in ag sciences picks up, we expect full year growth in ag despite weak seed prices. Turnarounds are expected to be higher by approximately 50 million versus the prior quarter and approximately 75 million versus the year ago period. Sequentially, equity earnings are expected to be lower associated with turnarounds at our Kuwait and Prentiss and in addition, we’re expecting higher spending in Fedora [ph] as the joint venture ramps toward first product in the second half of next year. We continue to carefully monitor the current hydrocarbon pricing environment and will leverage our feedstock flexibility to mitigate pricing volatility. Over the long term our view on oil remains constructive and we'll talk about that in a few minutes. In the near-term, however, the situation is volatile and we are well prepared to adapt as needed. On 2015, we will be providing our modeling assumptions at our upcoming investor forum in November in Houston. So yet one more reason to join us in Texas, next month. As you can see in our results, Dow delivered another solid performance, another proof point of our ongoing execution and the outcome of focused actions we continued to take on the top and the bottom line to drive higher profitability, leveraging our integrated value chains. The targeted actions we continue to drive across our portfolio are firmly rooted in this value chain focus. By applying a combination of best owner mindset, capturing opportunities for organic growth, taking advantage of the differentiation enabled by our integration and our geographic reach, and importantly, driving higher returns on capital, we’re leveraging Dow’s capabilities segment by segment and business by business to deliver higher returns. We’re consistently seeing the results of this focus, as you can see on Slide 7, even in a quarter where macroeconomic volatility was amplified. This is most notable in performance materials, a segment where we have committed to improve and where our actions over the last many quarters continue to gain traction. Particularly in polyurethanes and epoxy, here we’ve implemented a broader productivity focus, running a leaner, more efficient model and reducing costs. During the quarter, these actions led to higher volume and increased utilization, enabling stronger results. In areas of our portfolio where fundamentals remain strong, our productivity mindset is providing an additional source of upside on top of end market growth. For example, in electronic and functional materials and in performance plastics, the company achieved record quarterly EBITDA as higher revenues in key businesses were bolstered by aggressive actions we took to capture growing demand. In ag sciences, we achieved a major milestone in the quarter with back-to-back approvals for our Enlist weed control system. Results reflect softening market conditions in a seasonally weak quarter. However our technology investments and our commercialization of new molecules position us well for future growth in this attractive sector. Collectively we continue to pull strategic, operational and financial levers to navigate market uncertainty and to deliver increasing year-over-year results, all while reinforcing our foundation to strengthen returns over the long term. So what are we seeing in our segments? Beginning with electronic materials on Slide 8. While demand for Dow solutions in this sector remained strong, revenues declined slightly versus the year ago period. This was driven primarily by lower sales in films and filters and OLED materials. We do see continued upside on strength [ph] in semiconductor materials, particularly associated with our CMP pads and slurries. Looking forward, we expect market fundamentals in our electronic materials business to remain strong as consumer demand for continuous connectivity and brighter displays and widespread applications ranging from automobiles to homes drive ongoing innovation and growth into 2015. In functional materials, our businesses are delivering customized solutions built on close customer relationships. Dow Microbial Control and Dow Pharma and Food Solutions, both delivered double-digit growth with innovative products targeted at key sectors, including water, energy and pharmaceuticals. Moving forward we expect increased global demand for high-value solutions that require science-driven expertise. Turning to coatings and infrastructure solutions. In Dow Coating Materials, broad-based sales gains reflected the outcome of a combination of operational and strategic actions. This quarter also represented the seventh consecutive quarter of sales gains for this business. In epoxy coatings, for example, ongoing self-help enabled improved results. And while overall coatings market growth has slowed marginally in the third quarter, we do expect positive momentum for the full-year compared with 2013. This, of course, will be tempered slightly by the typical seasonal reduction in demand in the fourth quarter. In Dow Water and Process Solutions, we continue to see strong demand for reverse osmosis and ion exchange technologies. Our outlook for this business remains positive as we expect our leading technology position in this sector to enable top and bottom line growth for 2014 and into next year. Turning to Dow Building and Construction, self-help remains a key area focus and an important driver looking ahead, particularly in Europe, for example, where we have delivered multiple quarters of cost improvement despite lower demand. Shifting now to ag sciences on Slide 10. Our growth fundamentals remained solid and although sales in the quarter were flat, the segment reported record year-to-date sales. EBITDA performance was down versus the same quarter last year due to lower commodity pricing, resulting in fewer ag can [ph] applications. Our advances in innovation are helping to mitigate these current challenging market conditions. For example, year-to-date our sales of new crop protection products were up 18%, led by Isoclast insecticide. Seeds achieved record sales for the third quarter, led by soybeans and sunflower growth in North America and Latin America. Looking forward, North America acres are expected to shift to soybeans, while record acres and inventories are anticipated in the sector. Shifting to performance materials, where our productivity mindset and our ongoing focus on key end markets, such as transportation and oil and gas continues to strengthen this portfolio. For example, polyurethane achieved double-digit sales growth, driven by demand in key sectors, such as consumer comfort, appliance and industrial applications. In the specialty areas of this portfolio, Dow Oil, Gas and Mining delivered record sales due to double-digit growth on strong shale dynamics in North America, as well as project-related demand. And sales gains in Dow Automotive were driven by the adoption of innovative adhesive products, such as our breakthrough BETAMATE technology. Turning to performance materials where we continue to deliver growth across the value chain. In this segment, our low-cost advantage, coupled with higher demand in key sectors, enabled strong sales. Upstream supply tightened on the US Gulf Coast due primarily to scheduled turnarounds and strong derivative demand. Downstream, market demand in packaging, transportation and in hot melt adhesives drove increased sales all of which contributed to record profitability in this segment. Turning now to our six area of strategic focus. They have served as our compass, none more important than maximizing value for you, our shareholders. We have demonstrated over the last many quarters our firm commitment to these plans and factoring the previous three-months we have updated you on each one of these priorities. A critical part of this drive to return value includes our ongoing focus on productivity. By taking actions to reduce our structural costs and streamline our operations we have reduced fixed costs by 3% per year since 2012 compared to the impact of inflation. Additionally, this productivity drive has enabled us to increase operating rates to a level not seen since 2007, as Bill noted earlier. Our focus moving forward leverages our scale and our low-cost production, resulting in increasing sales to the market driven by higher productivity on our assets. We will have much more to say on this at our upcoming investor forum. Looking ahead into 2015, you can think about these priorities moving into the next phase; expanding our view toward longer-term accelerators of value while delivering our results in the short-term. To build upon the offering discussion, I’d like to pause for a moment and step through the performance plastics dynamics, the foundation of which serves as a key source of momentum for our company and addresses several of the priorities on this list. So turning to slide 15, we have best-in-class flexibility and advantaged low-cost positions in the Americas and in Europe. Despite the recent market correction to declining oil prices, lower oil on the whole should help the world economy, particularly in the US, the UK, Japan and China and we would expect this positive impact to become more apparent as we move through 2015. Lower oil prices will certainly to some degree trigger margin compression for the world’s ethane-based crackers. However modeling indicates that even at $80 oil, ethane-based crackers in the Americas will maintain their advantage cost status, as well as their first and second quartile low-cost positions. Lower oil is also a positive for our highly flexible crackers integrated complexes in Europe, where our best-in-class flexibility supports a regional advantaged low-cost position. From a global growth perspective, global GDP is forecast to be 3.4% or perhaps higher in 2015, up from 2.8% this year. Based on this, ethylene operating rates reach pricing power levels in the 2015 and 2016 timeframe. Reflecting this global growth, operating rates are improving, rising from just over 88% at the beginning of this year and heading toward 90% in 2015. Operating rates have been growing about 1% per year. Barring a global slowdown and with industry balances where they are, we would expect this trend to continue, taking operating rates above 91% as we move into 2016, continuing the march toward increasing pricing power for producers. The bottom line is this
Andrew Liveris:
Thank you, Howard and if you look at Slide 18, we obviously are going to be talking about our investor forum but before that, it’s been a terrific quarter with our self-help programs delivering in the face of extreme volatility. The market actually is showing us what it's been showing us for several years, that geopolitical unpredictability, speculation, and a jobless recovery are here to stay. That companies need to be agile to respond and they should respond by doing the basic blocking and tackling and doing it faster than their competition. And that the world is commoditizing and to meet this head on, we need to be aggressive portfolio managers, reliable and efficient operators and focus on our strengths while delivering cash for future growth and shareholder remuneration. Our superior integrated global low-cost manufacturing position in chemicals and plastics, with advantaged products in key markets, whether they be in plastics packaging, agriculture, or electronics with presence in key geographies is enviable, because it delivers both short and long-term value. We are relentless in our focus on cost and productivity, where we will sell out our efforts and sell up their product value with innovation. We have a strong balance sheet, getting stronger as our large projects start up next year. So next month, on November 12 and 13 at our investor forum in Freeport and Houston, we will unpack the next phase of Dow strategic execution. We will discuss and reveal increased transparency with our segments, our next phase of productivity, so further to Howard’s comments, we’ve reduced underlying fixed costs enabling us to invest in growth to the tune of more than $1 billion, while reducing overall cost by 3% per year versus inflation since 2012. So today we are announcing that we are committing to a further 1 billion productivity target over the next three years. And we’re going to provide granularity on what this program will look like at our investor forum. We also will discuss our continued address to joint ventures and their future. A sharpened and more targeted market focus, especially in advanced materials and with the resultant decisions on R&D. Granularity on our key divestments, as well as on our growth programs, including but not limited to our Enlist launch. Details on our view of the ethylene cycle and how much cash we will generate in these next few years, and our next phase of shareholder remuneration. We will show our aligned team, organized to execute. We will discuss our metrics and how we are and will continue to be accountable to deliver short and long-term value creation. This is a company where with eight straight quarters of execution behind us, there is no gap between what we say and what we do. Come join us in Houston and Freeport, we will continue that drumbeat. With that, Jack, let's turn to Q&A.
Jack Broodo:
Thank you, Andrew. Now we will move on to your questions. But however I would like to remind you that my comments regarding forward-looking statements and non-GAAP financial measures apply to both our prepared remarks and the following Q&A. Lauren, would you please explain the Q&A procedure?
Operator:
(Operator Instructions) Our first question comes from Cooley May with Macquarie.
Cooley May – Macquarie:
Now despite an operating line result that beat expectations, equity earnings were down 30% year-over-year and corporate costs were up 35% year-over-year, which combined you cut 170 million out of your consolidated profit, if I am looking at it correctly. Howard, how do you think each of [indiscernible] footprint in the 2015 and what do you view as a normal level for corporate costs?
Howard Ungerleider:
Hi Cooley, you’re not going to throw that to Bill, uh? It’s his last call. Now just kidding Cooley, good to talk to you. I would say that look, on corporate, yeah, corporate was a little bit higher than usual. There was really – the primary reason was some insurance operations which was a benefit a year ago and there was a cost in the quarter. There was also some divestiture expenses and a couple of one-time litigation issues. I would say for modeling purposes going forward on corporate, our guidance remains in the $250 million a quarter range and we will have more to say about corporate at investor day. In terms of equity earnings, I would say that the equity earnings were down, a couple of drivers -- Dow Corning actually increased on improved volumes across both polysilicon and silicon but that was more than offset with the higher spending in Sadara as well as our Kuwait JVs decreased due to lower Kuwait volumes and an impact to MEG in Canada because of a mechanical failure that we had. So those are the two big issues.
Cooley May – Macquarie:
Okay. Andrew, my question is for you. Looking out two years, what part of Dow’s business do you think is currently being ignored and offers the most upside potential to your profit base relative to investor expectations at this point?
Andrew Liveris:
Well, I think these last few weeks of oil price decline one more time showed – and just a little footnote on oil price, Cooley, if you look at the Brent, actually Brent had a steeper decline, was steeper decline from June to September as it did in the last few weeks. But the fact that we’ve got into the 80s is spooking people. When people do look at us, and then look to next year and the year following, they are not seeing the ethane cycle upside and it’s not being reflected yet in our equity price. I mean that to me is the biggest myth and what people seem to be confusing often is we're making record margins, we just had record margin in this quarter, but that’s off a low-cost base. US shale did not exist in the previous cycle and so we are all making more money, it doesn’t mean that the cycle isn’t here to come based on demand – based on supply demand and therefore price uplift, and as Slide 15 showed, we’ve been having price uplift now for some time based on outages. And outages tell you a lot about what’s going to happen here as demand continues to improve. Low oil price means more demand in the GDP. That actually will help the cycle and they are missing that, only are they missing that, they’re not counting in the big start-ups next year of Sadara, okay that will feed our ability to make more money off a low-cost base with pricing power. Of course they also don’t – and this is of course a problem with everyone, innovation is a hard thing to factor in, and what we're doing and what we’ll do at investor forum is unpack some of our innovation especially around Agro Sciences and especially around Enlist and last but not least, this ongoing productivity self-help drive, I think people are now starting to see it and this announcement that I just made five minutes ago is our relentless drive on productivity will continue and that should be a factor in our ability to continue to expand earnings.
Operator:
Our next question comes from [Hasan Amit with Allenbacks Global]
Unidentified Analyst:
You know, a nice bump-up in sort of company like operating rates, good 6% year on year. My question is – and I know it’s a bit broad question but how much of that uplift was a result of sort of declining non-ethane-based feedstock cost through the quarter? So let me ask it slightly differently. So let’s say that if oil prices were at $90 a barrel, or a $100 a barrel, in the next coming quarters, would you still have these elevated operating rates?
Andrew Liveris:
Yeah, I mean yes, I think the Americas, for us, are firing on all cylinders. I mean I think our low-cost base in the US, Canada and Argentina, we shouldn't ignore Argentina, is meaning that those operating rates – I mean we’re running a pretty much sold out engine based on low-cost. And so the rest of the world has had to catch up, a low naphtha cost is actually going to help our European and our small exposure in Asia. So now the only foreshadowing again that it’s just going to help our competition as well, but back to my demand point I made on the previous answer to Cooley, ultimately that will help. It’s just something that people aren’t really noticing is what’s happening in propane and what's going to – that’s going to mean a PDH, for example and propane is about to enter our crack slate based on pricing comparative. So much for export terminals, Hasan, I mean and for that matter so much for ethane export terminals. It just takes two weeks of low oil price to get everyone to re-evaluate where low-cost is. Our flexibility on the crack slate is everything and it comes to play right this moment, so advantage those who have got flexible furnaces which is us.
Unidentified Analyst:
Now obviously say that the currency moves, dollar strengthening and the like, as you think about the net and targets, call it, 10 billion in EBITDA, how should we be thinking about the FX side of things?
Bill Weideman:
Really, from a currency impact, it doesn’t have a significant impact on us, so that’s why we don’t spend a lot of time talking about currency. Actually this quarter there were some movements as you know and the dollar strengthened throughout this quarter but actually the currency impact on our sales line was fairly small. Don't forget that the currency move impacts the both the top line but also your cost. And so the net impact is not very resizable. It did have a little bit of impact on our equity this quarter – on our balance sheet, I am sorry because of the translation impact but really from an income statement not a lot of impact.
Howard Ungerleider:
Just to add on to Bill’s point, I would say that the headwind was about $0.04 a share versus the prior quarter. So you could expect it to also be a headwind as we head into the fourth quarter here with the move. But hopefully I will continue in Bill’s tradition and the long-standing CFO tradition that we don't really talk about currency as a headwind or a tailwind.
Operator:
Our next question comes from John Roberts with UBS.
John Roberts – UBS:
I would agree with low oil prices should help stimulate demand in the intermediate term but in the short-term do you think we have an inventory correction especially around year-end that might depress volume temporarily?
Andrew Liveris:
John, that’s a fair point. I mean I think Howard said it in his remarks, when we were dwelling on Slide 15, and again – who is perfect in the forecasting world here but as far as we see the supply-chains and value chains, given that year-end, given that people look at December in a certain way, we always see this O shaped quarters and inventory is a big factor in all of these conversations. People do in fact clear the books in December; factories do come down, inventory clearing does happen. But you remember inventory is a very low across the value chains right now. And so that’s at the polymer end, and at the monomer end too. So look, I think your point is fair in the very short term but again you got to look at 2015 and start feeling confident about cycle. I want to keep reminding all of us as you ask these sort of questions, we’ve been working on this for eight straight quarters, as sustainable profits. This isn’t come in this quarter and the fact that there’s some margin expansion going on, that’s actually a sustained margin expansion conversation and we've always talked about self-help as the tailwind but then adds another tailwind called margin expansion based on the product cycle, and I think one quarter, this next quarter, I think there will be some maybe slight depression or compression based on the fact that there may be slower demand and the oil price effect. But it will rewrite itself next year.
John Roberts – UBS:
And at the investor day do you think you'll know the structure of the chlorine transaction whether it's one or more deals and whether it involves JVs?
Andrew Liveris:
As our slide said that financials are in the market, we've always said strong interest, people are now receiving their books and – but it’s too early point but they do unpack to that degree but we will unpack as much as we can. We know everyone like you is hungry for more details on that. We are quite confident on our upper end of that target because of what we’re seeing is very strong buyer interest.
Operator:
Our next question comes from Bob Koort with Goldman Sachs.
Bob Koort – Goldman Sachs:
Andrew, you mentioned when you come down here to Houston, you’re going to have, one of the discussion topics would be increased transparency within the segments; can you give us a better sense of what you mean and what you expect or hope to achieve from doing that?
Andrew Liveris:
So why don’t I let Howard have a shot at it and then I will add as required. Go ahead, Howard.
Howard Ungerleider:
Hey Bob, hopefully you get the weather good for us down there because we’re definitely heading into the colder season here in Michigan. It's really all about improving our transparency and improving our granularity and trying to really line it up based on markets and based on value chains and based on our integration. So that’s how we are thinking about it and we will have a lot more to say when we see you next month.
Bill Weideman:
We will show you more information in terms of the – our view of those segments going forward, in terms of what our expectations are. So again with this drumbeat in terms of delivering what we say we are going to deliver.
Andrew Liveris:
I would add – look, Bob, I am very conscious of the other side of your question, what you did not ask, which is companies like ours and competitive sets, we want to be as good as our competitors are and slightly better at transparency but not a whole lot better because we don't want to give away competitive information. And we get a lot of inventory feedback on this question by the way. We have been out in the road a lot this year, asking exactly the question you are asking.
Bob Koort – Goldman Sachs:
I guess maybe the heard of my question is the revelation of this additional detail is going to result in some inspiration for your shareholders, will there be things they learn that put Dow on a better light or that show more effective management of the business, or what do you expect to get from that granularity and transparency?
Andrew Liveris:
Well, I will tell you what we are not looking for. We’re not looking to confuse you or anyone. We’re not looking to make it harder for you to follow-ups, so in the spirit of moving in the right direction we want transparency but not to a fault, so people understand how and where we make money, about how and where we make money over a cycle.
Bill Weideman:
And add to that, Bob, so, and to really give you more information so you can understand the company. So we will plan to show you more level of detail in our corporate segment, what’s in there, how do our costs and allocation work, how do we assign cost to businesses, how do we transfer, our transfer pricing etc. So with the spirit of trying to give you more information to understand, you understand the company.
Operator:
Our next question comes from Jeff Zekauskas with JPMorgan.
Jeff Zekauskas – JPMorgan:
When you sell your assets and hopefully next year you will get your $6 billion, what do you plan to do with it and I guess there are two cases if you can buyback your preferred or if you can’t, so in the case of being able to buy back the preferred, what do you do with the extra 2 billion, do you contract the company by buying shares or do you acquire? And if you can’t buy back the preferred what do you do with 6 billion?
Howard Ungerleider:
I would say – the first priorities remain shareholder remuneration, you can think about that both in dividend growth as well as continued stock buyback. I would also say organic growth in finishing our projects and getting those projects up to speed. Obviously the preferreds have been on Bill’s mind, they will continue to be on my mind and you know we’re going to continue to try to find a path where those -- we can take those out of the structure at the right moment for a fair value for all of our shareholders and then fundamentally – I think the last question where you were leading is Andrew said repeatedly there is going to be no major M&A in our near-term future.
Andrew Liveris:
Shareholder remuneration through share buyback, start to – you saw the slide, if you get the number out, the next of the last slide that had this last 12 months profitable quarters, slide number 17, you should think about that way. We are very shareholder remuneration oriented, the way we’re going to give money back to the holders as the preferred, not the financials – because fundamentally we believe that improvement in ROC, improvement in EBA, improvement in ROE, and Howard and I are going to be working very hard on talking about financial goals going forward. This is a cash machine that’s going to be rewarding shareholders, so we’ve got plenty of growth, that we’re spending quite a lot on investment for future earnings growth. The US Gulf Coast investments, EnList in case in point but shareholder -- friendly shareholder remuneration, that’s the drumbeat.
Jeff Zekauskas – JPMorgan:
I know that there's been so much controversy over whether the ag business should be monetized but should the ag business be grown via acquisition, or do you think that that's not something – it doesn't need that extra strength or scale?
Andrew Liveris:
It’s got an scale of being part of Dow Chemical Company, 40% of R&D goes to ag. They’ve proven their worth, they have proven to double the business the last five years, the pipeline is rich, very robust, soon to generate much more EBITDA at both cross protection and seeds and traits, and next year or two very key. So I think we’ve got the time to answer your question, I think there's a lot of what I call internal – this is why I say, what Howard said, we don’t need external M&A, we’ve got plenty of internal M&A, which is to acquire more revenue streams by funding – funding electronics, on funding plastic packaging, we’re going deeper and more vertical into markets and businesses that we can grow. Ag has earned its right to play to do out scale in their innovation.
Operator:
Our next question comes from Peter Butler with Glen Hill Investments.
Peter Butler – Glen Hill Investments:
On the same topic, Andrew, you have been predicting for some time at least one more major consolidation step in the ag chemical sector, do you think Dow would be a player in this and if so, how much does the Enlist approval enhance your negotiations?
Andrew Liveris:
Thanks Peter. Yeah Enlist does enhance our leverage on any value creation because its approval which of course is a key approval of the last few weeks have been – to know what we consider the launch, and the launch is next year and this launch is a controlled launch leading to bigger year, the following year in ‘16 as we go into soybeans etc. This is a very big step for our future pipeline value manifesting itself in the current EBITDA. We are no talking NPVs – we are talking about EBITDA coming next year and the following year not just from Enlist but also all the crop protection launches that they have got going on. So these things would transfer now from a pipeline to actual EBITDA stream, the consequence of that means that the value of [dazz] increases substantially and that means – and we’ve always said these two points, no sacred cows, if the future value can be brought to current numbers, then you know we would look at all options and if it is around the consolidation, we would love to be a part of that for more value creation than owning it ourselves. So the best owner mindset applies. Having said that we’ve got pipeline going to EBITDA. We’d like to get that value. Okay. And that’s why we’ve always said what we’ve said. If there is a round of consolidation out there, you can count us being at the table.
Peter Butler – Glen Hill Investments:
In regard to-- we’re getting creeping closer and closer to the uptake on this ethylene cycle and when you look back at some of the previous cycles starting with the one in 1973, a lot of the analysts that follow your stock today weren’t even born probably during that period, before that period. Could you maybe summarize what happens as operating rates edge towards the 90% zone and your customer start getting nervous and start adding the pipeline inventory? Has this process started where are we and what you see happening?
Andrew Liveris:
Yeah, the process and there is always a lead indicator called the outages, when outages start affecting pricing as they’re having now and Howard showed at the slide 15, that’s the harbinger of upcoming operating rate that hits the 90s for the industry and as we’ve already indicated Dow’s already there in the Americas. And so it’s really the rest of world getting up there. Predicting the cycle based on outages is a fools darn because if it’s just outages driving up prices temporary, the resiliency of those price increases really comes back to demand and lack of supply. The lack of supply is well documented but there is no fear factor based on supply demand studies that we’ve done and others have done including our competitors that the capacity coming on the U.S. will be enough and soon enough to interrupt that cycle, the cycle that we will see a 15-16 cycle who knows what we would call the cycle whether it be as big as the one in the late 80s or the one that happened a decade ago in ’05 which was shorter. This one looks a little longer. The area under the curve looks quite big based on supply shortage and that because of outages we might get it earlier than maybe otherwise and it could start earlier. We’re not particularly forecasting that. In general low oil, if it impacts positive demand, there may be some price margin compression the very near term John Roberts’ question, but that’s just the head fact. Oil price should go up from here based on healthy economic demand out there whether it be China or Japan or the U.S. or the U.K. needing as that’s a tax break for them, so that will help consumption. So we think this cycle is going to be quite a good cycle and we’re very positioned to get price powers we have been getting based on the outages.
Howard Ungerleider:
Hi, Peter. This is Howard. I would just say that two other things – one on the supply side and one on the demand side. As we head into an ethylene up cycle uptick, the assets tend to run harder and then they tend to break. I mean every year further the grid becomes a year older and so when you try to run assets really hard to maximize production across the industry, you tend to see more outages as you head in and then on the demand side, the people in the industry spend a lot of time in plastics over the years. You talked about 11-month years. From a demand standpoint you talked about 13-month years and so in an up-cycle where people expect prices to be higher tomorrow, you tend to get 13-month years and maybe one or two or three in a row depending on all the other variables that Andrew talked about.
Operator:
Our next question comes from Kevin McCarthy with Bank of America Merrill Lynch.
Kevin McCarthy – Bank of America Merrill Lynch:
Yes, good morning. Andrew, propane is down about $0.20 a gallon on the U.S. Gulf for over the last 20 days. Can you discuss how much of your feedstock mix you’re able to shift in to propane trying to get a handle on how much you might be able to hammer down U.S. cost to preserve your margins if the high-end of the curve does indeed come down on the back of Brent crude oil?
Andrew Liveris:
:
Bill Weideman:
I would also say that – you raised a key point because a lot of people in the industry talk about feedstock flexibility and what they really mean is they are switching from propane or other feed to ethane only. We have very much been focused on feedstock flexibility for many, many years. I think we have leading edge flexibility versus the industry on propane and as we do our additional ethane projects, we are not losing or giving up any other flexibility propane or other.
Kevin McCarthy – Bank of America Merrill Lynch:
Then you know as a follow-up on the financial side, we’re about two and half months away from the end of the year and presumably completion of your existing share repurchase authorization. When you take into account your prospect of the divestiture proceeds and the progress you have made on the balance sheet, how would it handicap a new authorization at this juncture?
Andrew Liveris:
Howard?
Howard Ungerleider:
We’ll have a lot more to say, Kevin, about that at investor day. I mean as our earnings ramped, we have historically talked about the 45%, 50% payout ratio. And I think as we get these divestiture proceeds you should think about shareholder remuneration being a key part of that. That is our top priority and that you should think about it both from additional stock buyback as well as dividends.
Operator:
Our next question comes from--
Andrew Liveris:
Kevin, thank you. We got time for one or two more calls -- one or two more questions on the call.
Operator:
Thank you, Sir. Our next question comes from PJ Juvekar with Citi.
PJ Juvekar – Citi:
Yes, hi, good morning.
Andrew Liveris:
Good morning, PJ.
PJ Juvekar – Citi:
Andrew, if oil space even declines from here, do you think some of the announced ethylene projects in the outer year in 2018 and ’19? Do you think they are at the risks of getting pushed out or even cancelled?
Andrew Liveris:
Look, I don’t think so, PJ. I think firstly we’d given you a view on oil as we see it. I do think the journey for oil through ’80 down into the 70s will find its way back to the 100s. I think this is why I think everyone is looking at this from the point of view of supply and demand. It’s being well written. The breakeven price in Middle East and produces, the incremental cost of the marginal producers to produce like tar sands or for that matter U.S. shale. You’ve got to look at this and say look, U.S. ethane advantage is here to stay, it’s going to be here a decade or more based on supply. It could affect LNG projects, though. I think that will be the bigger effect and for that matter ethane exports. I do think that’s the more likely effect, PJ.
PJ Juvekar – Citi:
Okay. And then secondly you are seeing some declines in crop protection sales. Can you talk about the dynamic going into next year? Do you think with low green prices that crop protection pricing could go down? Thank you.
Andrew Liveris:
Yes, look I think there is a-- the crop—camaraderie price of this crop-- this corn harvest, the fact that we’ve had the weather issues. I mean weather are almost impossible to predict. But look we’re watching the prices very, very closely. There is some corn acreage decrease, soy acreage increase. So there’s a rotation going on. Lower prices will result in fewer planted acres and loss of some marginal application volume. So we’re not overly concerned about it right now, but we are watching it very closely. What we get help by is all about new product launches which obviously on patent and it will give us margin expansion even if there is in the more what I would call generic word some price compression.
Operator:
And our final question comes from Frank Mitsch with Wells Fargo Securities.
Frank Mitsch – Wells Fargo Securities:
Good morning. Hi. Just respond to Peter’s comment, I was actually around in 1973 and I don’t remember the chemical cycle but I do remember the Mets dropped Game 7 of the World Series and I was very upset about that. Hey, congrats to Bill on your pending retirement and obviously to the other gentleman on their new positions. Andrew, you said earlier that we’re not paying enough attention to the self-help and some of the projects that you have coming on and I was wondering if you could give an update on the timing as well as the potential cost versus expectations for the Freeport PDH project, the ethane flexibility project and of course Sadara.
Andrew Liveris:
Yes. So mid-2015 port PDH is on track, on schedule, on budget. Feel very, very good about that projects, very close now. LA3, the ethane flexibility project will be Q4 and Sadara is the early start up shale will be as you know that will come in phases. It will be mid-2015, probably the tail end of the Q2, Q3 timeframe. So, very big start-ups for us, a very big impact of the EBITDA lines given this dynamic that we’ve been describing.
Frank Mitsch – Wells Fargo Securities:
Let's keep it in the two-question mode. And look, on the last call, I believe the topic of MLPs came up. And there was some discussion about railcar or pipeline infrastructure. Obviously, you did the sale lease back on the railcar. Where do you stand on the whole MLP discussion?
Andrew Liveris:
Well it’s very interesting to see what’s going on now with one of our competitors right now and their MLP float price and where they are. So look as everything tax efficient structures have pluses and minuses, it does for companies like ours pretty limit you much to the new projects, if you now look at them, we’ve looked at the new projects quite a lot and frankly we're not a huge fan -- I mean I think it's going to create complications and it is going to make it very much more difficult especially with all this volatility. So Bill, do you want to –
Bill Weideman:
Yes, we have looked at those Frank, Howard will continue to look at those, there is obviously pros and cons, but you also need to understand also the best ones are to fix return ones but it add more volatility back in your base earnings. Having said that, we are open mind we will continue to look at those as we go forward but as Andrew mentioned they need to -- it would only make sense as some of our new assets that are -- that have a high tax basis.
Jack Broodo:
That ends our question period, we’re going to turn the call over to Andrew for some closing comments.
Andrew Liveris:
Yes, so I think in close, a strong for us, eight quarters in a row now. Strong cash flows in the quarter, more to come, the cycle question is a great question in terms of the cash coming and we are already starting to see it, more productivity come, the divestiture questions, we will have lot more granularity at investor day and all of that portfolio moves of the get out of low ROC businesses and bulk up in the organic growth programs that some of the questions were asking about finding ways to continue to grow through internal M&A, no big M&A of the outside type, we don't have any need for it, we have plenty of growth in this company, shareholder enumeration -- remuneration we are going to be very shareholder friendly, have been, we will continue to be and that’s where our cash is going to go. We are listening to our investors and we'd love for you all to come to our investor forum to hear more about how our cash story is going to benefit our investors for the short, medium and long-term.
Jack Broodo:
Thank you everyone for your questions today. As always we appreciate your interest in the Dow Chemical Company. For your reference a copy of our prepared comments will be posted on Dow’s website later today. This concludes our call for today. We look forward to speaking with you again soon.
Operator:
This concludes today’s conference. Thank you for your participation.
Executives:
Carl Lukach - VP, IR Ellen Kullman - Chairman and CEO Nick Fanandakis - EVP and CFO Jim Borel - EVP, Agriculture and Nutrition
Analysts:
John Roberts - UBS Vincent Andrews - Morgan Stanley Don Carson - Susquehanna Financial Kevin McCarthy - Bank of America Bob Koort - Goldman Sachs P.J. Juvekar - Citigroup David Begleiter - Deutsche Bank Jeff Zekauskas - JPMorgan John McNulty - Credit Suisse Frank Mitch - Wells Fargo Securities
Operator:
Welcome to the DuPont Conference Call. My name is John and I’ll be your operator for today’s call. At this time all participants are in a listen-only mode. Later we will conduct a question-and-answer session. Please note that this conference is being recorded. I will now turn the call over to Carl Lukach, Vice President of Investor Relations. Carl, you may begin.
Carl Lukach:
Good morning everyone and welcome. Thank you for joining us to cover DuPont’s Second Quarter 2014 Performance Conference Call. Joining me are Ellen Kullman, Chair and CEO; Nick Fanandakis, Executive Vice President and CFO and Jim Borel, Executive Vice President, responsible for our Agriculture and Nutrition and Health segments. The slides for today’s presentation and corresponding segment commentary can be found on our Web site along with our news release. During the course of this conference call, we will make forward-looking statements and I direct you to Slide 2 for our disclaimers. All statements that address expectations or projections about the future are forward-looking statements. Although they reflect our current expectations, these statements are not guarantees of future performance, but involve a number of risks and assumptions. We urge you to review DuPont’s SEC filings for a discussion of some of the factors that could cause actual results to differ materially. We will also refer to non-GAAP measures and request that you review the reconciliations to GAAP statements provided with our earnings news release and today’s slides posted on our Web site. For today’s agenda, Nick will review our second quarter financial performance and 2014 outlook. I will provide a brief business segment highlights and Jim will provide insights into agriculture markets. We will conclude with Ellen’s comments followed by your questions. With that introduction, it’s now my pleasure to turn the call over to Nick. Nick?
Nick Fanandakis:
Thank you, Carl. Turning now to Slide 3, we have the highlights for our second quarter. The quarter played out about as we expected in our June 26 preannouncement with operating earnings per share of $1.17, 9% lower than the prior year. Let’s turn now to Slide 4. I’ll cover the results for our reporting segments. We entered the second quarter with solid momentum in our industrial facing business and delivered strong earnings growth in many segments. We did however experience lower operating earnings in our agricultural segment primarily due to lower volume in corn seeds. Jim will talk about this in greater detail in a few minutes. We delivered exceptional quarterly results in our nutrition and health, safety and protection and industrial bioscience segments. Volume gains and margin improvement across these businesses delivered substantial operating earnings improvements and each of these segments improved their operating earnings margins 300 to 400 basis points in the quarter. In our performance materials segment sales were up in our performance polymers business reflecting strength in auto markets. However this did not overcome the expected lower revenues in packing and industrial polymers due primarily to the planned made and shutdown at our Orange Texas ethylene unit. This six year turnaround went mostly as planned and the unit is now operating at capacity. The duration of the scheduled outage was 58 days nearly two-thirds of the quarter. In performance chemicals lower prices for refrigerants resulted in lower segment operating earnings in the quarter. And in agriculture the earnings were lower due to lower corn seed volumes impacted by shifts in plantings area and higher seed inventory right downs versus the prior year. Year-on-year variance in currency rates had a negligible impact in our segment results for this quarter. We therefore are revising our previous estimate of $0.08 per share headwind for the year to about $0.04. Turning now to Slide 5, from a regional perspective developing Asia volumes were up 8% led by China where most businesses realized volume improvements during the quarter. The volume increases were partially offset by currency and price. Developed EMEA benefited from solid demand in autos, construction and the favorable currency. Sales declines in the U.S. and Canada and developing EMEA were driven by the lower ag results. Additionally, the Orange Texas ethylene shutdown for performance materials negatively impacted sales in the U.S. and Canada as expected. Sales in Latin America declined reflecting weaker industrial production compared to the prior year. Turning now to Slide 6, I will cover some additional variances in our operating earnings per share. You see that the largest variance on this slide is from exchange gains and losses or EG&L attributable to our currency hedging program. Through this program we aim to protect the U.S. dollar value of our net monitory assets around the world from the effects of short-term swings in currency rates. Normally the program costs us about $0.03 per share per quarter. In the second quarter of 2014 however we experienced increased currency rate volatility and higher cost principally in emerging markets. In addition, we had currency devaluation in the Ukraine which along with the cost of the program drove our actual net result to a $54 million loss. By comparison, in the second quarter of last year we had several favorable currency settlements and other adjustments that resulted in an EG&L net gain of $19 million. Year-over-year we swung from a $19 million net gain to a $54 million net loss hence the $0.08 negative variance you see on the slide. Turning to Slide 7, our free cash flow for the first half of 2014 compared to 2013 has improved by about $600 million. This is due primarily to the absence of tax payments related to the sale of performance coatings which occurred in the first half of 2013. Consistent with prior years we anticipate strong seasonal cash flow in the fourth quarter. Net debt at June 30th reflects our normal seasonal flow and is up slightly from the prior year. As we indicated in April we started an ASR program in the first quarter and completed it in the second quarter, coupled with open market share purchases we have retired nearly 17 million shares in total this year. As of June 30th we are more than half way towards our commitment to repurchase $2 billion in shares during 2014 and we intend to complete the remainder in the second half of the year. As we’ve said share repurchases are one way to return value to our shareholders and we use them to complement our strong dividends. As we noted in our release this morning our Board authorized a $0.02 or 4% increase in our quarterly dividend to be paid to common shareholders of record on August 15, 2014 in September of 2014. As a result the third quarter dividend will be $0.47 per share. This is the third dividend increase in 27 months. In total we have returned nearly $12 billion to our shareholders since 2009 in the form of dividends and share repurchases. Moving now to Slide 8, I will just reiterate that our redesign initiatives are underway and we will begin to deliver benefits this year, Ellen will go into more details on these initiatives. Additionally as we said in late June we’re still on-track for our performance chemical separation in mid-2015 and our plan to moving ahead there. We currently expect to file SEC Form-10 in December of this year. Today we’re reaffirming our updated full year operating earnings per share outlook of $4 to $4.10 per share. We anticipate a strong second half based on continued growth in global industrial demand resulting in operating earnings per share of $1.25 to $1.35 while the seasonal cut offs in our ag business are sometimes difficult to size between the third and fourth quarter. We currently anticipate about 40% of our second half earnings will incur in the third quarter. On that note let me turn it over Carl. Carl?
Carl Lukach:
I’d now like to provide some brief segment insights. As a reminder our slides with complete segment commentary are posted on the investor center Web site under Events & Presentations along with the other materials for today’s call. Nutrition and health on Slide 9 recorded a strong second quarter building on momentum established in the third quarter of 2013. Sales were 7% higher primarily due to broad-based volume growth aided by improved product mix. We saw a strong recovery in enablers and sustained momentum for probiotics and cultures. Volumes grew in all regions and we continue to grow in emerging markets. Operating earnings of 105 million, increased 72% from higher sales, lower raw material costs, productivity gains and the absence of one-time costs in the prior year. Operating margins for the quarter improved by over 400 basis points. This was the fourth consecutive quarter of year-over-year operating margin improvement. In the third quarter, we expect modest sales growth with continued broad-based volume gains. Operating earnings are expected to be significantly higher due to increased sales, mix enrichment and continuing productivity actions. We will continue to make strategic investments in research, application development and customer facing resources to drive future growth. Operating margins are expected to continue the trend of year-over-year improvement. In industrial biosciences on Slide 10 we continue to deliver strong results. Operating earnings of 59 million were up 37% primarily driven by mix enrichment, improved margins associated with new products and volumes in biorefineries and bioactives. Favorable ethanol industry fundamentals are driving increased enzyme demand as ethanol margins are attractive and production is near capacity. Enzyme volumes in the graying ethanol market are also being driven by the rollout of DuPont’s total performance system TPS, using novel enzymes and other functional bio-products designed to increase custom earnings through increased production rates, yield and efficiency. Since introduction in late 2013 TPS has been adopted across a diverse set of ethanol production plants and further adoptions of our plant. We are implementing TPS as our standard offering for the industry with next-generation versions already in preparation for launch. Bioactive sales in the quarter were also higher on strong demand for Axtra PHY in animal nutrition markets and strong enzyme demand. For the third quarter, we expect modest sales growth aided by continued enzyme demand for ethanol production and stronger sales of Sorona polymer. Third quarter operating earnings are expected to be up substantially driven primarily by higher volumes and improved margins. For the first half segment operating earnings were up 37% and operating margins were up 440 basis points from the prior year. When we created the nutrition and health and industrial biosciences segments through the Danisco acquisition we envisioned future top-line growth coupled with cost productivity and we are delivering. The research and development and capital investments we made following the acquisition in key enzyme spaces and in probiotics capacity are yielding dividends now and we have additional growth runway in front of us. In safety and protection on Slide 11 sales were up 1% on higher volumes in industrial markets improved Nomex and Kevlar demand was partially offset by lower revenues from Clean Technologies offerings as fewer sulfuric acid recovery plants were built. Kevlar demand growth was driven by increased sales into law enforcement, transportation and wire and cable sectors while Nomex demand improved in energy solutions and thermal industrial applications. Regionally sales volume growth was most notable in Europe and Asia Pacific partially offset by lower prices. Second quarter operating earnings increased 22% and operating earnings margins increased over 300 basis points. Segment operating earnings are benefiting from improved margins, increased demand from industrial markets and continued benefits from cost productivity initiatives coupled with improved plant operating results. For the third quarter, we anticipate segment operating earnings will be up about 20% driven by higher margins and sustained operational productivity. In electronics and compunctions on slide 12, sales were essentially flat excluding the impact of lower metal price pass through. Volume growth in most product lines led by gains in consumer electronics was offset by lower price due to metals, product mix and competitive pressures. Operating earnings declined 6 million as volume growth and productivity gains were more than offset by the absence of $20 million of OLED licensing income realized during the second quarter of 2013. Excluding the impact of last year’s licensing income operating earnings increased 19%. Looking ahead to the third quarter, we continue to expect global photovoltaic module installations to be up for the year with mid-teen growth rates. We expect a strong second half in photovoltaics driven by installations in China and good demand for our products in consumer electronics markets. Third quarter sales are expected to be slightly higher with operating earnings slightly lower due to a decrease in other income. In performance materials on Slide 13 we had another solid quarter. Volume for engineering polymers grew 6% fueled by strong automotive demand in China, Europe and North America. Sales of our high performance engineered parts were up 10% due to improved demand in electronics, oil and gas and aerospace, and in consumer, construction, and food packaging markets our specialty resins volumes were stable. As expected sales and earnings were below last year due to our scheduled ethylene outage and the sale of GLS/Vinyls, but the fundamentals driving our sustained business results remained intact. Operationally, we are well positioned for a strong second half following the successful restart of our ethylene unit. In the third quarter, we anticipate sales revenue will be essentially flat versus the prior year as continued volume growth in performance polymers is offset by the impact of portfolio changes. Despite a prior year $30 million benefit from a joint venture, we expect operating earnings will still be up modestly due to improved demand and strong execution. In performance chemicals on Slide 14, segment sales were down 8% due to a portfolio change and lower prices. Slightly higher Ti02 volumes were more than offset by lower volumes in Chemicals and Fluoroproducts. Second quarter refrigerant prices for mobile and stationary applications were lower than expected and Ti02 prices were flat sequentially, but down about 3% on a year-over-year basis. In refrigerants, demand for Opteon YF our new low GWP refrigerant for mobile air conditioning continues to grow. In 2014, we anticipate sales will double to reach approximately $100 million as automotive OEMs increase their rate of adoption of this new product. In Ti02, volumes were up slightly from the prior year, marking six consecutive quarters of year-over-year volume growth. We believe our customer inventories are normal and producer levels remain essentially unchanged. For the third quarter, we expect performance chemicals’ operating earnings will be up moderately on improved volumes and margins. In Agriculture on Slide 15, second quarter results finished in-line with the update we provided in late June. Supply-driven impacts on commodity prices led to reductions in corn planted area in the North America and Brazil Safrinha seasons. Second quarter sales were essentially flat as higher seed prices and higher insecticide and soybean seed volumes were offset by lower corn seed and herbicide volumes. Operating earnings for the quarter were 11% lower as higher seed prices and lower seed input costs were more than offset by lower overall volumes and higher seed inventory write-downs. As we turn to the second half, we expect sales to be modestly higher with operating earnings substantially higher for the Agriculture segment. Rynaxypyr is expected to continue to drive growth in insect control aided by new launches of Cyazypyr and Lumigen seed treatments, including Dermacor for use on soybeans in Brazil. In seeds, we expect lower corn sales in Brazil’s summer season as growers continue to shift hectares from corn to soybeans. Corn seed price in Brazil is expected to be modestly lower reflecting the impact of fall armyworm resistance to the Herculex 1 trait. Herculex combined with leading Pioneer germplasm continues to offer control of a broad spectrum of pests. We also expect early seed shipments for the 2015 Brazil Safrinha and northern hemisphere seasons to be similar to the prior year. While the cutoff between third quarter and fourth quarter sales comes at an important time in the Latin America season, we expect the third quarter to result in a similar loss to last year followed by a stronger fourth quarter. In addition, the third quarter comparison will be impacted by the absence of a $26 million equity re-measurement gain from the acquisition of Pannar which was recorded in the prior year. That concludes our segment commentary. Now, I will turn the call over to Jim who will add additional perspective on Agriculture. Jim?
Jim Borel:
Thanks, Carl. This morning I would like to provide some perspective on the environment we’re currently seeing in Agriculture and our expectations for the future. We understand the importance of timely communication with investors and continue to improve our forecasting as we navigate today’s dynamic agricultural markets. Today, agriculture globally is in a period of transition following recent supply driven peaks and crop commodity prices and planted area following the droughts of 2011 and 2012. As stocks have begun to rebuild, we have seen prices decline for key commodities like corn, soybeans, and wheat. On the demand side, we see encouraging signs as ethanol and livestock demand are recovering after declines driven by high feedstock cost. Our total planted area in the U.S. and globally remained near historical peaks. We are currently experiencing a shift in crop choice form corn to soybeans. This shift began last summer in Latin America and continued through Brazil’s second season and this spring’s planting season in the Northern Hemisphere as global corn supplies have been rebuilt more quickly than in soybeans. And we expect this bias towards soybeans to continue in Latin America this summer. At the same time we're transitioning our soybean seed product line in North America over the next few years as we introduce new T Series genetics and varieties containing the Roundup Ready 2 trait and we are building an emerging soybean business in Brazil. This contributed to lower seed sales in our agriculture segment in 2014 as additional soybean volumes did not fully reflect the shift in acres. While the robust environment the past few years has been supportive of our growth our seed and crop protection businesses have also executed well. From 2008 to 2013 we grew sales in our agriculture segment 12% on average per year well above our long-term trend line growth target and higher than the competition. During that timeframe we grew North America corn share by about 7 points and soybean share by about 10 points. Launched several innovative new technologies including Rynaxypyr, AQUAmax and AcreMax and grew in key growth markets including Brazil, Eastern Europe, India and China. We improved operating margins by about 600 basis points while making investments in R&D, supply chain and our go-to-market strategy. And we continue to sharpen our investment focus. These past and future investments position us well for continued growth. Despite the normal year-to-year abs and flows in grain ending stocks planted area and local product performance. Our ability to continue to innovate will be the force that drives our growth over the long-term, our pipeline in agriculture it as strong as I’ve seen it in my 36 years at DuPont. We have continued our growth in crop protection in the first half of this year and have additional run way for Rynaxypyr, Cyazypyr, Penthiopyrad and Picoxystrobin across a broad range of crops and markets. And we are extending the application of these technologies with Lumigen seed treatments. In the second quarter, we recorded our first sales of Dermacor bringing growers in Brazil an important new seed treatment tool to manage resistance and control insects in soybeans. In corn seed we are expanding our current AQUAmax and insect control offerings in North America and expect to launch DP4114 within the next few years pending regulatory approvals. I’m also pleased with the progress we’re making in decision services, our newest service Encirca yield nitrogen management is now available to growers across the U.S. expanding on a successful pilot program. In 2015 we expect to launch Optimum Leptra and introductory volumes in Brazil pending regulatory approvals. Leptra will offer three modes of action to help farmers manage a broad spectrum of insects. And we continue to develop in advance new high yielding genetics around the world. As we make the product transition in soybeans the pioneer brand remains the leading soybean brand in North America I’m pleased by what I see in customer deals this summer and in our pipeline with T Series genetics and new varieties with the Roundup Ready 2 Yield trait. As we begin to look forward to the 2015 and 2016 seasons we’re keeping a close eye on agricultural markets, the USDA estimate corn yield will be a new record and as we near the end of the key pollination period for corn the crop overall is in good health. Another strong harvest in North America if realized will continue pressure overall economics for corn and soybean farmers. We’re closely watching the development of the corn and soybean crops and the impact on commodity prices planted area, cropping intentions and grower sentiment. If the current supply dynamics persist and corn planted area remains under pressure it will temper short-term growth rates for the agricultural segment particularly in our seed business. However I’m confident the fundamentals for a long-term sustainable demand growth remained intact, influenced by trends in population, rising incomes and desire for improved diet. We remain committed to continued investment in agriculture and also confident in the competitiveness of our seed and crop protection businesses and in our ability to achieve our long-term sales growth and operating margin targets in agriculture. Now let me turn it over to Ellen for her closing thoughts.
Ellen Kullman:
Great, thank you Jim and good morning everyone. Nick, Carl and Jim highlighted our segment quarterly performance so let me focus on our key second half and long-term strategic objective which are central to the significant transition we’re driving to become the next generation DuPont, a company with a focused and robust portfolio centered on high potential commercial opportunities where DuPont science and technology can create step change solutions and deliver significant value to customers and shareholders. As you know we have been solidly on this path since 2009 and we’ve been taking large steps forward to transform DuPont. We sold our coatings business last year and improved several non-strategic businesses from our portfolio all in line with our plan to create a higher value company for shareholders. Last October we also announced our decision to separate our performance chemicals segment multiple work streams are completing the significant work to establish legal entities around the word to carve out financials and to develop and install standalone IT systems. Most importantly we’re finalizing the right organizational and leadership teams to ensure we maintain and build upon the premier global positions we have developed in both Titanium Dioxide and Chemicals and Fluoroproducts markets. Overall, we remain on schedule for a mid-2015 separation which will create two industry-leading companies with distinct value creation strategies. For DuPont the separation is a catalyst that will further unlock the value of our strategy to build and strengthen world-leading positions in Agriculture and Nutrition, Bio-Based Industrial and Advanced Materials by further leveraging our integrated science capability on a simplified leaner operating model. Less than four weeks ago, we also highlighted the broad related redesign of the Company’s operating structure. This work will align our operating models with the Company’s more focused post in portfolio and deliver significant improvements in the way we work yielding better return on invested capital, speed and decision making, improved service to customers to name a few of the planned outcomes. Businesses are leveraging this work stream to drive changes that improve their competitiveness as well. This reset of the operating model is a central plank of our transformation ensuring that the DuPont of 2015 and beyond deliver further growth and value with a simplified streamline support structure and a smaller cost base. There is no doubt that following the performance chemicals separation, DuPont will be a different company in many ways and we’re taking the key steps forward now to be ready. We have transitioned from the planning phase to the execution phase of our redesign and now expect to deliver initial benefits starting in the second half of this year. As I have said previously we believe that as we implement these changes, we will identify further savings opportunities and we expect to incur future charges under this initiative. As a reminder, the redesign scope we have defined to-date is expected to generate savings in core DuPont from about $625 million and we forecasted elimination of an additional $375 million of cost to be realized at the time of the performance chemicals separation in mid-2015. In total, we expect to achieve about two-thirds of the billion dollar annual savings on a run rate basis by the end of 2015 with the remainder by 2019 all from a 2013 base line. It’s important to note that this program is distinct and separate from past productivity initiatives. Our current redesign initiative is broader than just our global supply chain. It’s centered on optimizing our corporate business and asset infrastructure. But the redesign certainly includes removing residual costs associated with the separation of performance chemicals. The scope is far more expensive. All business segments and functions are included. For example, we’ve identified opportunities to streamline our asset base in multiple segments without reducing our capacity to meet end used demand. We are taking advantage of opportunities to consolidate production capacity into fewer sites which really is the pillars to maintain our service and growth capability while reducing costs. We are realigning and rationalizing staffing in many corporate functions to take advantage of centering opportunities that create greater leverage while enhancing productivity. In our manufacturing operations, we’re focused on reducing plant overheads and fixed cost to enhance our competiveness throughout our global footprint. These are just some of the steps we’re implementing in the redesign to generation savings and enhance our productivity. Bottom-line, we will be a stronger, more agile, growth enabled company as a result of this initiative. We are capturing value from Danisco and continuing to look for more acquisition opportunities aligned with our strategic priorities. As we look ahead to the separation of our performance chemicals segment and an impact on our balance sheet, we are actively engaged in evaluating acquisition ideas that would augment our organic growth plans. These programs in concert with sound execution plans make me confident to deliver on our second half commitments in the short-term and position DuPont for higher growth in the long-term. We will reduce complexity and improve our speed and agility as we advance our strategy and become the new DuPont. A higher growth, higher value company that brings the strength of our science to bear on some of the world’s most pressing challenges.
Carl Lukach:
Okay, thank you, Ellen. Let’s now open up the lines to your questions.
Question:and:
Operator:
Thank you. We will now begin the question-and-answer session. All lines have been placed on mute to prevent any background noise. (Operator Instructions) In the interest of time management requests that you limit yourself to one question and one follow-up question and please pickup your handset to allow optimal sound quality. If you have additional questions you may reenter the queue. And our first question is from John Roberts from UBS.
Nick Fanandakis:
Hello John.
John Roberts :
Can you hear me?
UBS:
Can you hear me?
Ellen Kullman:
Yes, hi John.
John Roberts :
Thanks. Ellen, you had an investor last week suggest that DuPont needs to simplify further and you are already taking a good cut at it here separating technology-intensive from non What other dimensions can we think about simplification on?
UBS:
Thanks. Ellen, you had an investor last week suggest that DuPont needs to simplify further and you are already taking a good cut at it here separating technology-intensive from non What other dimensions can we think about simplification on?
Ellen Kullman:
I think john we’ve taken a tremendous step, a very large step towards the new DuPont with the separation of the coatings business the separation of the performance chemicals business. And then with that really taking a look at all aspect of the support to our businesses our line is our businesses that how we create value both top-line and bottom-line all the rest of us are here from a government standpoint with management or to support them so the operating model really hasn’t been recast in a while. And so we’re basically questioning and understanding every part of it and how it supports the company that DuPont will be post spin and so it’s simplification of decision making it is clarity on those rights and accountability and it’s all to drive top-line growth the innovation pipeline that time delivering the marketplace. I mean we’ve made a lot of steps in the individual business you see the performance in a nation IB and S&P and I think it’s a continuation on that. So we're very much driving that direction I’m really excited about how the organization is stepping up and see this as a real opportunity and I think that you all be pleased with the results that come from that.
John Roberts :
And then as a follow-up, Nick, during the quarter, you got asked a question at a conference about the potential for a Reverse Morris Trust for Performance Chemicals. It seems actually clearly on the path for a straight spin here, but I didn't know if you wanted to clarify your earlier response?
UBS:
And then as a follow-up, Nick, during the quarter, you got asked a question at a conference about the potential for a Reverse Morris Trust for Performance Chemicals. It seems actually clearly on the path for a straight spin here, but I didn't know if you wanted to clarify your earlier response?
Nick Fanandakis:
Well I’m not sure I’ll stay with my earlier response we are on the path for a spin which is what I said we’re continuing down that path, we’ve always said that we would, if there was value creation greater than the spend path that we are on that we would explore any of those other value creation opportunities but the path we are on is a spin right now.
John Roberts :
Okay. Thank you.
UBS:
Okay. Thank you.
Operator:
Our next question is from Vincent Andrews from Morgan Stanley.
Vincent Andrews :
Thanks very much. There were a lot of good commentary on 3Q on your expectations, but I just would like a little more clarification on why 4Q is going to be up so much year over year. I see you have big expectations in Agriculture for Cyazypyr and Dermacor, but what are the other drivers in 4Q that we should make sure we have modeled right?
Morgan Stanley:
Thanks very much. There were a lot of good commentary on 3Q on your expectations, but I just would like a little more clarification on why 4Q is going to be up so much year over year. I see you have big expectations in Agriculture for Cyazypyr and Dermacor, but what are the other drivers in 4Q that we should make sure we have modeled right?
Ellen Kullman:
Well first why don’t Jim what don’t you touch on the ag second half and you’re viewing that and reconsidering on the other businesses.
Jim Borel:
Okay. First of all fourth quarter has continue to become more profitable overtime based on the growth of our crop protection business in Latin America particularly and then also the seeds businesses globally. Our growth in second half in ag is going to be led by crop protection you mention Cyazypyr and Dermacor in Brazil those are exciting. Last year’s insect business was strong benefited by heavy infestations of Helicoverpa we’re positioned well with supply as the market have similar outbreaks this year. So crop protection is set for a strong second half. We’re expecting lower seed volumes in Brazil summer season based on an expectation of lower planted area and as we have mentioned before modestly lower seeds pricing based on the fall armyworm resistance that we’re seeing. We're expecting fourth quarter seed shipments for the 2015 Brazil safrinha and Northern Hemisphere seasons to be similar to last year. So all of that combined is what gives us confidence around a strong second half.
Ellen Kullman:
Yes and I think if you look across the company continued improvement in industrial production across global market automotive demand remains strong led by China and North America that certainly helps our performance polymers business, PV is also are growing and it looks like they’re going to come-in in mid-teens supporting our Electronics & Communication growth the momentum we’ve seen from industrial biosciences nutrition and health is continuing and as we enter the second half those segments are going to continue to perform there. And remember the first half results were impacted by the ethylene shutdown, low refrigerant prices, things like that that will not factored in the second half and then Fresh Start is going to add all the redesign is going to add some opportunity because while I see cost start coming out through the third and into the fourth. So when you put all that together that’s why we have the outlooks that we talked about for the third and fourth quarter.
Vincent Andrews :
Okay. And just as a follow-up on the ag piece, the Cyazypyr and Dermacor in 4Q, is that sort of a normal level of demand or is there some type of channel trade loading that is going to take place there?
Morgan Stanley:
Okay. And just as a follow-up on the ag piece, the Cyazypyr and Dermacor in 4Q, is that sort of a normal level of demand or is there some type of channel trade loading that is going to take place there?
Jim Borel:
That’s a normal in a both launches, so they’re really just entering the market so most of that will be used in season as it is moving out. The Dermacor, we expect to be put on seeds. It will get planted in the season that we’re going into. Cyazypyr, we’d expect to be used because the season extends into the early part of the next year and I don’t know if every out it will be used in the fourth quarter, but yes it’s for an active season.
Vincent Andrews :
Okay, thanks very much.
Morgan Stanley:
Okay, thanks very much.
Operator:
The next question is from Don Carson from Susquehanna Financial.
Don Carson :
Jim, I want to go back to some of your comments on ag because I know corn seed is about half of the segment sales and also corn is an important end market for Crop Protection as well. So as you noted, as growers shift to soy in reaction to lower corn prices, what are the implications for Pioneer seed volumes and pricing growth next year and overall growth in ag earnings, which you mentioned will be below trend? And are there any offsetting margin benefits? Clearly, you will be paying growers a lot less this year to produce seed that you will be selling next year?
Susquehanna Financial:
Jim, I want to go back to some of your comments on ag because I know corn seed is about half of the segment sales and also corn is an important end market for Crop Protection as well. So as you noted, as growers shift to soy in reaction to lower corn prices, what are the implications for Pioneer seed volumes and pricing growth next year and overall growth in ag earnings, which you mentioned will be below trend? And are there any offsetting margin benefits? Clearly, you will be paying growers a lot less this year to produce seed that you will be selling next year?
Jim Borel:
Yes thanks, Don. First of all, it’s too early to I think to try to predict or give guidance for next year as you know there are a lot of different variables that you mentioned a few of them. Certainly, if current market environment persists shift in acres towards soybeans, that can temper volume in the short-term in the seed business. But as you mentioned, we’ll get the benefit of lower input costs or cost of goods. Crop Protection continues to have strong growth trends. Corn is one market but to be honest much bigger business in specialty crops around the world. But that’s all if that persists, so it’s probably important to remember that we’re coming off a really strong crop last year and what looks like it could be a strong crop this year, but the crop isn’t harvested yet. And now you go back two years, we were coming off a couple of years of drought and record high prices, so these things can change pretty marketed. So I think we need to get a little farther down the roads and see what this crop really ends to be before we’re going to have more visibility around the outlook for next year.
Don Carson :
And just to follow-up on soya, since you don't have as much RR2 as the rest of the market, did you lose share this year and are you at risk of losing share as growers do shift to soy next year?
Susquehanna Financial:
And just to follow-up on soya, since you don't have as much RR2 as the rest of the market, did you lose share this year and are you at risk of losing share as growers do shift to soy next year?
Jim Borel:
It’s too early to try to predict or comment on share based on, let’s see where final acres come out and let the dust settle as we normally do. But that said, as we talked about we’re in a transition both of introducing the T series and the Round of 2 and that, that will take the next couple of years to get that in place. So, it’s too early to comment on share but we feel very confident about our overall competitiveness in soya and expect that overtime we’ll reestablish the strong leadership position that we’ve had. We are still the largest -- Pioneer is still the largest soybean brand in North America.
Don Carson :
Okay, thank you.
Susquehanna Financial:
Okay, thank you.
Operator:
Our next question is from Kevin McCarthy from Bank of America.
Kevin McCarthy :
Yes, good morning. Jim, with corn commodity futures well below $4 a bushel, would you comment on what impact, if any, you would expect that to have on prospective corn seed pricing in North America? Or put differently, is there a level below which you think prices would be impacted?
Bank of America:
Yes, good morning. Jim, with corn commodity futures well below $4 a bushel, would you comment on what impact, if any, you would expect that to have on prospective corn seed pricing in North America? Or put differently, is there a level below which you think prices would be impacted?
Jim Borel:
Good question. A couple of things to remember, first of all as we have talked overtime, we price for value and as we come out with new hybrids and new trade combinations that deliver more yield and more value to the farmer even 375 a bushel, that’s still -- if you can give them extra bushels that’s still more value. So there is still this pricing opportunities for innovation even at the prices being lower than they have been over the last several years. The other thing to remember is we’ve got a lot of new technologies that we’ve launched over the last few years that still working its way into our lineup. So a fair bid of the price that we’re expecting to get in ’15 is going to from mix as the penetration of that those products go into the portfolio. So there are couple of reasons why we’re -- we’re still confident that there is pricing opportunities that will realize next year.
Kevin McCarthy :
As a follow-up if I may on a different subject. Slide 5 indicates that your sales in developed EMEA increased 5% while developing EMEA declined 5%. Kind of a counterintuitive disparity there, I was wondering if you could explain why that might be the case or some of the key drivers?
Bank of America:
As a follow-up if I may on a different subject. Slide 5 indicates that your sales in developed EMEA increased 5% while developing EMEA declined 5%. Kind of a counterintuitive disparity there, I was wondering if you could explain why that might be the case or some of the key drivers?
Ellen Kullman:
Yes, certainly, currency was a positive factor in developed Europe. I think it was about 4%. Performance polymers, things like that had double flow, double digits sales increases. Crop Protection, protection technologies kind of mid-teens growth, and N&H and IB both had higher single growth, so we had good growth in developed Europe. Ag outside of crop was a drag on that. Ukraine certainly had an impact there. But there was a difference between positive currency impact in developed Europe and negative currency impact in developing Europe that created some of that dichotomy there.
Kevin McCarthy :
Thank you.
Bank of America:
Thank you.
Operator:
Our next question is from Bob Koort from Goldman Sachs.
Bob Koort :
Thank you. Good morning.
Goldman Sachs :
Thank you. Good morning.
Ellen Kullman:
Good morning Bob.
Bob Koort :
Ellen I'm curious on the PC spin. Obviously, the refrigerants and Ti02 businesses aren't as robust as they might become in future periods. Is there any flexibility around your timing there to maybe defer or delay that to get a bigger profit number so you might be able to apply a little bit more debt and bring more cash back to the parent company?
Goldman Sachs:
Ellen I'm curious on the PC spin. Obviously, the refrigerants and Ti02 businesses aren't as robust as they might become in future periods. Is there any flexibility around your timing there to maybe defer or delay that to get a bigger profit number so you might be able to apply a little bit more debt and bring more cash back to the parent company?
Ellen Kullman:
Obviously that something that we continue to watch and understand but Nick wants to talk about the aspects of that.
Nick Fanandakis :
So Bob when you look at that obviously it’s impossible to time anything exactly at the pick so you go through the spin we're pushing and driving for closure in the mid 2015 time period. When we go through the decisions on the debt structure and the debt load in the dividend load things a lot of that is going to determine based on the projections as well where the entities are going to be going so will be downing that into the thinking around that low that’s put on those entities and then obviously as the value then is created in the market as they continue to come back out of the cycle that they’re stabilized in right now the shareholders get the benefit of that value as those increases occur.
Ellen Kullman:
And let me tell you modeling and pay doesn’t show a big dislocation between what the original comp values were and where we are today, we continue to look at it. But we do believe that we can get this done mid next year it is the time line I think it’s going to be better for both companies going forward.
Bob Koort :
And can you update us on the 200,000 expansion at Altamira, when that might come on and if that could be an appreciable benefit to your margin?
Goldman Sachs :
And can you update us on the 200,000 expansion at Altamira, when that might come on and if that could be an appreciable benefit to your margin?
Ellen Kullman:
Time line on that is end of 2015 for start up and we are talking late 2015 fourth quarter.
Bob Koort :
Okay. Thanks.
Goldman Sachs :
Okay. Thanks.
Operator:
Our next question is from P.J. Juvekar from Citi.
P.J. Juvekar :
Yes, hi, good morning. Jim, a question for you, in Roundup Ready 2 soybeans, this year, you have a limited launch with only 13 new hybrids. How quickly can you ramp up there and what is happening to Roundup Ready 1 seed pricing in the meantime?
Citigroup:
Yes, hi, good morning. Jim, a question for you, in Roundup Ready 2 soybeans, this year, you have a limited launch with only 13 new hybrids. How quickly can you ramp up there and what is happening to Roundup Ready 1 seed pricing in the meantime?
Jim Borel:
First of all the ramp up based on performance what we’re seeing in framers field this summer look good that’s going to be driven based on that we have strongly performing Roundup varieties already out there, it will take a few years as it rolls through as we continue to ramp up.
P.J. Juvekar :
And a question for Ellen, overall, your top line was flat in the quarter and the top line is growing maybe only 2% or 3% the last 2.5 years. So was the redesign driven by slower top line growth that you need cost cutting in order to improve earnings?
Citigroup:
And a question for Ellen, overall, your top line was flat in the quarter and the top line is growing maybe only 2% or 3% the last 2.5 years. So was the redesign driven by slower top line growth that you need cost cutting in order to improve earnings?
Ellen Kullman:
Yes so, obviously you’ve seen improvement in our top-line in several other segments ag certainly is lot have been discussing it’s not going to be a little lower growth in the previous performance. If you take a look at the productivity that we continue to drive if there two enable operating leverage and hence gives us the ability to make sure that we’re returning appropriately to our shareholder I mean in the timeframe where externals are changing you just got to use every labor you have, it’s an opportunity to reset the model it’s an opportunity to start in a very thoughtful way in terms of how do you create that top-line momentum I’m very happy with the pipelines we have if you look at ag and both pioneer and crop protection, if you look at protection technology, if you look at nutrition I mean I’m really happy with the pipelines we have I think we’re starting to see results of lot of these efforts and when continue to understand that we’re on the transformation path to create a higher growth higher value company and I think we're making a lot of progress here I mean the merchant markets and what we're seeing time for penetration. So we continue to drive all aspects of the business in order to create value.
P.J. Juvekar :
Very helpful, thank you.
Citigroup:
Very helpful, thank you.
Operator:
Next question is from David Begleiter from Deutsche Bank.
David Begleiter :
Thank you, good morning. Ellen, on the redesign, you mentioned you've identified further opportunities for savings. How should we think about that in terms of timing and the amount? Will that be during or after the current plan and could it be as large as the current plan?
Deutsche Bank :
Thank you, good morning. Ellen, on the redesign, you mentioned you've identified further opportunities for savings. How should we think about that in terms of timing and the amount? Will that be during or after the current plan and could it be as large as the current plan?
Ellen Kullman:
I don’t think it will so it’s hard to know what they think when I don’t know what I don’t know right Dave I mean so we continue to, every month we continue to make progress every month as we understand what our opportunities are we’re not waiting because as we roll this out we’re learning and understanding things and we’re let just say intersections are that need to be stream line and driving them. So you might here hopefully by the end of the year and we have an update on it I’m hopeful that it will be larger than what we’re seeing today but I’m not going to be shy it’s going to be obviously north of $1 billion and we’re going to go after it very rigorously in a disciplined process. So I don’t want to kind of conjunct about what it could be. I am going to bring it out to you as we understand it and let you understand how it’s going to create real value for DuPont.
David Begleiter :
Understood and just on Performance Materials, could you size again the size -- the impact of the ethylene outage? Was it roughly $50 million? And also what is the underlying growth of this business, your view over the next two to three years on a top-line volume basis?
Deutsche Bank:
Understood and just on Performance Materials, could you size again the size -- the impact of the ethylene outage? Was it roughly $50 million? And also what is the underlying growth of this business, your view over the next two to three years on a top-line volume basis?
Ellen Kullman:
The outage itself which was 58 days in length, it was sort of on the longer side than what we expected so that did impact the top line by a few percent in the second quarter. Obviously, we were preferred for it so that we could keep our firm customers going through that. Size ballpark it’s about what you had said. I think that’s going forward though, what I am seeing is driving growth from an application development standpoint and driving it from the standpoint of new product, new applications emerging markets. You’ve seen how well the Performance Polymers business is doing in automotive in the Europe and Asia. Food and other packaging is going well, we are in the midst of a transition there and I think that we continue to see this -- the top-line target we have for that segment is 3% to 5% and I think that’s eminently achievable.
David Begleiter :
Thank you.
Deutsche Bank:
Thank you.
Operator:
Our next question is from Jeff Zekauskas from JPMorgan.
Jeff Zekauskas :
Hi, good morning. My first question is for Nick. In 2014, is working capital changes net going to be a use of funds or a source of funds and by how much, if you can tell?
JPMorgan:
Hi, good morning. My first question is for Nick. In 2014, is working capital changes net going to be a use of funds or a source of funds and by how much, if you can tell?
Nick Fanandakis:
Earlier on we said that cash flow from operations was going to be returning to the more normalized levels and we were projecting around $3 billion. Jeff, we’re still on track to be in that same ballpark right around that $3 billion mark from a cash flow from operations. The key variable there is obviously going to be within the ag business and the yearend collections there and the market conditions that would allow for what extend to that yearend collection would be versus payments, deferred payments later.
Jeff Zekauskas :
Alright. And then my second question is for Ellen. Agricultural volumes are obviously lower than one would have expected and if corn yields continue to be relatively good, volumes will probably be again lower than one would have expected next year. If that does turn out to be the case, do you think that your capital expenditures for Agriculture, as you've planned them, will decrease in any material way and do you think that you might take a look at the agricultural cost structure in order to make it more efficient under those demand conditions?
JPMorgan:
Alright. And then my second question is for Ellen. Agricultural volumes are obviously lower than one would have expected and if corn yields continue to be relatively good, volumes will probably be again lower than one would have expected next year. If that does turn out to be the case, do you think that your capital expenditures for Agriculture, as you've planned them, will decrease in any material way and do you think that you might take a look at the agricultural cost structure in order to make it more efficient under those demand conditions?
Ellen Kullman:
Yes, I think if you take a look at the restructuring charge that we announced in the second quarter, you will see an ag component on that, so obviously we comprehended the trend and are taking steps, not going to wait on it. Any kind of distribution of capital, we rigorously scrub based on market conditions and productivity. I am very proud of the team at Pioneer and what they have done from a productivity standpoint to get more out of their existing assets. I think the investments that we made in Latin America are servicing us very well and I think regardless of what’s happening there now, I am hopeful we will still like the Ukrainian assets overtime. It continues to be an important part of the world from an agricultural standpoint. So these are decisions that we make based on the opportunity and the reality of the marketplace. Jim I don’t know what you want to add to that.
Jim Borel:
I think that’s a good summary. The key thing also is the long-term fundamentals under the market and the long-term potential of the businesses in ag. Crop Protection is continuing to perform well and so the volume question of seed is one component, over the next years, unknown around where acres would go, but the big picture is still for a lot of growth.
Jeff Zekauskas :
Thanks very much.
JPMorgan:
Thanks very much.
Operator:
The next question is from John McNulty from Credit Suisse.
John McNulty :
Yes, thanks for taking my question. With regard to the M&A outlook, can you give us your thoughts, Ellen, as to how we should be thinking about the pipeline, whether it is a target-rich environment? And then also given that you are in the process of getting out of the Performance Chems business, do you see on ability to make acquisitions while that is still kind of in the work in process or is it something realistically it would muddy the water too much and you'd rather just get out of that business first before really kind of initiating any major M&A?
Credit Suisse:
Yes, thanks for taking my question. With regard to the M&A outlook, can you give us your thoughts, Ellen, as to how we should be thinking about the pipeline, whether it is a target-rich environment? And then also given that you are in the process of getting out of the Performance Chems business, do you see on ability to make acquisitions while that is still kind of in the work in process or is it something realistically it would muddy the water too much and you'd rather just get out of that business first before really kind of initiating any major M&A?
Ellen Kullman:
Yes, so our M&A process continues, right. We are continuing to look in Ag and Nutrition, Industrial Biosciences and Advanced Material where there is commercial logic, where there is strategic rationale. Does it align with our priorities, our growth and what does it enable. You have often heard me talked about the fact that acquisitions have to create momentum, not bulk and add to that science portfolio and/or the penetration portfolio for instance in emergent market. It takes awhile for any deal to get completed. These aren’t things that happened quickly. So we haven’t stopped our activity there. I thing we could take a midsized one and integrated today I mean sign, pay is integrated today I think it would be very tough for us but I think as we come into the spring we’re going to have that opportunity so that’s why we’re continuing to look and understand where there could be real value created.
John McNulty :
Great. And then just a quick question with regard to the cost-cutting program. Are there specific business segments that should see a larger benefit and maybe bigger margin lift as we think about modeling them out over the next year or two?
Credit Suisse:
Great. And then just a quick question with regard to the cost-cutting program. Are there specific business segments that should see a larger benefit and maybe bigger margin lift as we think about modeling them out over the next year or two?
Ellen Kullman:
No, I think it’s pretty much what you’re going to see since a lot of it is in to support functions to the businesses that you’re going to see which is going to be pretty across the board. There is going to be specific actions that we’ve asked the businesses to consider. The 8K which is out today depicts the restructuring by segments so that will help you. But for instance consolidation of production and hence creating lower cost in higher operating margin is something we’re constantly looking and doing. So I think you can see what the 8K says from the standpoint of the corporation or the corporate cost that’s pretty much across the board.
Carl Lukach:
John I think we have time for one last question.
Operator:
Frank Mitch from Wells Fargo.
Frank Mitch :
Love the way you save the best for last, thank you so much. Also, Carl, wanted to thank you, a very informative call. You forced me to Google GWP, so I now know what that stands for. So thank you for that as well?
Wells Fargo Securities:
Love the way you save the best for last, thank you so much. Also, Carl, wanted to thank you, a very informative call. You forced me to Google GWP, so I now know what that stands for. So thank you for that as well?
Ellen Kullman:
With that we’re making a smarter plan.
Frank Mitch :
Absolutely, absolutely. A couple of follow-ups. Just coming back to the European question, the dichotomy between Western and Eastern, what percent is ag of your Western European business and what percent of your Eastern European business is ag roughly?
Wells Fargo Securities:
Absolutely, absolutely. A couple of follow-ups. Just coming back to the European question, the dichotomy between Western and Eastern, what percent is ag of your Western European business and what percent of your Eastern European business is ag roughly?
Ellen Kullman:
Okay, now you are taxing my -- let's see, Nick, can you come up with that pretty quickly I think it’s higher obviously ag is much higher in Eastern Europe than Western Europe because there is not much of industrial base there. But we’ll have the IR team connect with you and see if they can get you more information there Frank.
Frank Mitch :
Alright, great. I thought that that probably was the case and was part of it. And Jim, while we have you, Crop Protection obviously seems to be doing well, new products, etc. How should we think about the one to three-year growth rate for the Crop Protection side of the house? And I guess lastly, precision ag has been generating a lot of press. Where does DuPont stand in that area? What can we expect from DuPont in that area over the next couple years?
Wells Fargo Securities:
Alright, great. I thought that that probably was the case and was part of it. And Jim, while we have you, Crop Protection obviously seems to be doing well, new products, etc. How should we think about the one to three-year growth rate for the Crop Protection side of the house? And I guess lastly, precision ag has been generating a lot of press. Where does DuPont stand in that area? What can we expect from DuPont in that area over the next couple years?
Jim Borel:
First of all on the crop protection side we are expecting continued growth there they have been growing a point or two ahead of the market over the last number of years we expect that continue based on the new products and the expanded market. So growth will continue based on that in crop protection. In terms of the services and Encirca is we’re really pleased with launch so far where we’ve been an industry leader in many ways around decision services for the last 10 plus years in terms of mapping deals for the 12 million harvest acres map 8 million as planted but the launch of it there is a new brand and Encirca is going well. We've had a very positive grower response to Encirca View and Encirca Premium, which is in partnership with DTN. There is over 1000 weather stations in our proprietary network with new collaborations with I guess eight land-grant universities. We talked about a goal earlier of 500,000 seed based variable rate seeding prescriptions and we excided that and as we mentioned today we’ve launched the Encirca Yield Nitrogen management module now in July so that’s out there. So good farmer acceptance, good success so far everything is going very well.
Frank Mitch :
Thank you.
Wells Fargo Securities:
Thank you.
Ellen Kullman:
Thanks Frank. I just want to take an opportunity to close the call by thanking you offer your questions and reiterating our IR team is ready if any additional questions for those of you who might have not been able to get in the queue. I hope from this call you understand that for the short term we’re well positioned for strong second half and for the long-term we are actively and successfully creating value DuPont shareholders and that’s we deliver disciplined program that’s making the portfolio stronger and more focused and driving our readiness to compete as a new DuPont in 2015 and beyond. On the pick and separation effort and the redesign of the operating model are two more large steps forward. We have a clear focused plan in placed in our actively executing to get these priorities and we look forward to talking to you again in three months with our third quarter results. So thank you all.
Operator:
Thank you. Ladies and gentlemen that conclude today’s call. Thank you for participating. You may all disconnect at this time.
Executives:
Carl Lukach - VP, IR Ellen Kullman - Chairman & CEO Nick Fanandakis - EVP & CFO Jim Borel - EVP, Agriculture and Nutrition
Analysts:
Kevin McCarthy - Bank of America Merrill Lynch Jeff Zekauskas - JPMorgan Don Carson - Susquehanna Financial John Hirt - Citi Laurence Alexander - Jefferies Frank Mitch - Wells Fargo Vincent Andrews - Morgan Stanley John Roberts - UBS
Operator:
Good morning my name is John and I will be your conference operator today. I would now like to welcome everyone to the DuPont Quarterly Investor Call. (Operator Instructions). It is now my pleasure to turn the floor over to your host, Carl Lukach, Vice President of Investor Relations. Carl, you may begin.
Carl Lukach:
Good morning everyone and welcome. Thank you for joining us to cover DuPont’s first quarter 2014 performance. Joining me today are Ellen Kullman, Chair and CEO and Nick Fanandakis, Executive Vice President and CFO and Jim Borel, Executive Vice President, Agriculture and Nutrition. The slides for today’s presentation can be found on our website along with our news release. During the course of this conference call, we will make forward-looking statements and I direct you to Slide 2 for our disclaimers. All statements that address expectations or projections about the future are forward-looking statements. Although they reflect our current expectations, these statements are not guarantees of future performance, but involve a number of risks and assumptions. We urge you to review DuPont’s SEC filings for a discussion of some of the factors that could cause actual results to differ materially. We also will refer to non-GAAP measures and request that you review our reconciliations to GAAP statements provided with our earnings news release and today’s slides posted on our website. For today’s agenda, Nick will review our first quarter financial will review our first quarter financial performance and 2014 outlook. Jim will then provide insight into our agriculture segment and will conclude with Ellen’s comments after which we will be happy to take your questions. With that introduction, it’s now my pleasure to turn the call over to Nick.
Nick Fanandakis:
Thank you Carl and good morning everyone. On slide 3, you can see our summary results for the quarter. Operating earnings per share were $1.58 up 1% from last year. Consolidated net sales were 10.1 billion which was down 3% however to understand our company’s performance in the quarter you have to look deeper. We saw positive steady growth in industrial market demand for DuPont products and strong earnings growth in most of our segments. Similar to what we saw in the fourth quarter of 2013. In fact we saw volume growth in each of our industrial related segments during the first quarter. This growth however was offset by the negative price variance in our performance chemical segment principally due to refrigerants and difference in year-over-year timing of sales and planted area in our AG segment. In addition segment results were affected by an unfavorable currency impact that was steeper than anticipated. We will go over in more detail the source and impact of the conditions that offset otherwise clear momentum in most of our businesses including the adverse winter weather we discussed in our March 10th, 8K filing. Moving to slide 4, you can see the highlights of our segment operating earnings variance. Jim will provide details about our AG segment performance but first I will cover the other segments. Safety and protection had modest top line growth but earnings growth was up 27%, margins improved year-over-year resulting from continued cost productivity actions. Electronics and communication segment operating earnings were up 53% over last year on strong PV volumes versus a weak quarter last year. Metal prices in the first quarter were lower than the prior year which reduced our sales. Nutrition and health sales were 1% lower as price gains were more than offset by unfavorable currency. However segment operating earnings were up 22% due to enhanced product mix, lower raw material cost and productivity gains. Industrial biosciences revenues were up 4% and segment operating earnings were up 37% on higher demand for enzymes for U.S. ethanol production. Performance materials had a 2% segment operating earnings growth as strong auto volumes in performance polymers were largely offset by weather impacts and higher ethane cost in packaging and in industrial polymers. Segment results in North America were also constrained as we prepared for a second quarter scheduled ethylene outage. The extended cold weather temporarily impacted our manufacturing, supply chain and operating cost and several plan locations. In performance chemical segment TiO2 volumes increased 7% in the quarter. Our performance chemical segment earnings were down 20% however due primarily to lower prices in fluoroproducts principally refrigerants. Higher raw material and energy costs as a result of the adverse weather and lower Ti02 prices were also contributors. Segment volumes are recovering, but margins are generally lower due to year-over-year price variances. The second quarter typically represents peak seasonal demand in North America markets for both for both TiO2 and refrigerants. While we anticipate TiO2 industry fundamentals will continue to improve we believe it will be at a measured pace. Overall our company managed well through severe weather conditions which mostly impacted performance materials and performance chemicals. In total we estimate that our segment operating earnings were about $0.07 lower in the quarter due to missed sales and higher cost associated with weather related plant disruptions and higher raw material cost. Turning now to slide 5, I would like to cover our regional results. Most of the impact from adverse weather and year-over-year on shifts in AG occurred in the Americas. As you can see on this slide, U.S. and Canada sales were down 8% and Latin America sales were down 10%. We had strong volume growth in Europe, sales in developed EMEA grew 9% and our sales in developing EMEA grew 8%. We see a recovery underway in Europe for DuPont products led by our agriculture, electronics, performance chemicals, performance materials and safety and protection segments. Improved pricing of our products particularly in agriculture and positive currency variances contributed favorably to these regional results. In Asia-Pacific, we had solid growth in developing Asia with sales volumes up partially offset by lower price and negative currency impact. Within this developing region China sales volumes were up led by higher performance material sales into the auto markets. Electronics volume grew in China primarily in photovoltaics which was more than offset by the declines in metals pricing for silver. Lastly in India, strong volume growth was over shadowed by negative currency impact. In developed Asia-Pacific sales were down about 6% due primarily to currency and lower metals pass through pricing in electronics and communications. Turning now to slide 6, we have summarized the changes in our operating EPS in more detail here. As you can see EG&L and tax largely offset each other. With regard to currency, the devaluations in Argentina and the Ukraine contributed to the variance. In total exchange losses resulted in a hurt to earnings of about $0.05 per share. Our base tax rate was 20.5%, 2.9 points lower than last year’s first quarter rate of 23.4. This provided a year-on-year benefit of $0.06 per share. We still expect a full year base tax rate to be about 22%. Corporate expenses of $201 million in the quarter were down slightly reflecting further progress with our ongoing productivity initiatives. We’re on track and expect to achieve our targets of 450 million from our 2012 restructuring program. Turning now to slide 7, in the first quarter’s operating earnings you will notice that we excluded transaction related cost for the plan performance chemical separation. While these costs were relatively small only one penny in the first quarter. Our best estimate at this time is that the full year we will spend about a $170 million pretax for separation cost or about $0.13 per share. These costs will mostly be encouraged to prepare audited financial statements, build the necessary standalone information technology systems and create separate legal structures around the world. We will continue to report these costs as significant items and exclude them from our operating earnings and we will provide at a later date an estimate of the separation cost we expect to incur in 2015. Many of you have asked where we’re in our performance chemical separation activities. I’m pleased to say that we remain on track for a mid-2015 spinoff and our work is progressing well. Specifically site separation plans are well underway and day one operating plans are defined. Also we’re creating new legal structures around the world to house the separated businesses and are actively completing standalone financial statements for the new company. We expect to make our regulatory filings in the fourth quarter of this year. In the interim our performance chemical leaders will continue to be focused on serving our customers while advancing the plans for separation. Turning now to slide 8, we maintained our strong balance sheet position during the quarter. Our negative pre-cash flow of 2.7 billion slightly better than last year reflects our typical seasonal agricultural cash outflow in the quarter and lower cash payments for taxes. In the first quarter we began the share repurchase program we announced in January with open market purchases and a $1 billion accelerated share repurchase agreement. Under the ASR, we retired 12.5 million shares in February and expect to finalize the ASR in the second quarter of this year. With this ASR we’re more than halfway towards meeting our commitment of $2 billion of repurchases in the year. Net debt has increased in the quarter over last year and over our ending 2013 balance which reflects our normal seasonal shifts. In addition to repurchasing about 1.1 billion of our shares in the quarter we used existing cash balances to fund our seasonal agriculture requirements and other working capital needs. We also used existing cash to retire 1.2 billion of maturing long term debt in the quarter. In summary, despite the challenges we faced from weather and the difficult year-over-year comparisons in AG our businesses delivered a solid quarter largely in-line with our expectations. Looking ahead for the remainder of the year we are reaffirming our full year outlook of $4.20 to $4.45 operating earnings per share. In light of quarter run-results, we expect 70% of our full year operating earnings per share to occur in the first half of this year. We’re encouraged by the signs we’re seeing of continued, modest year-on-year global growth in industrial production and the gradual sequential improvement and demand for our products and we’re confident of our growth and our strength in agriculture. Now with that let me turn it over to Jim. Jim?
Jim Borel:
Thank you Nick. As we anticipated in early March sales in our agriculture segment ended at 4.4 billion which was below last year’s record first quarter volumes were 7% lower while price which was negatively impacted by exchange rates increased 1%. Operating earnings declined 55 to 1.4 billion on lower seed sales as a result of shifts on in both timing and planted area. Higher volumes and a stronger mix in crop protection as well as lower seed input cost partially offset the decline in seed sales. We continue to grow our insect control business in Latin America led by Rynaxypyr and delivered pricing gains in seeds inline with our plant for the season. However first quarter agriculture segment sales were negatively impacted by several factors including lower plant at hybrid corn area in Brazil safrinha season expectations that farmers will plant less corn this spring in North America delayed farmer decision making in North America and reductions in herbicide sales primarily in North America. Also as we discussed in January the earlier timing of seed shipments caused of that a $100 million of operating earnings to be realized in the fourth quarter of 2013 rather than the first quarter this year. In seeds first quarter sales declined 9% to $3.3 billion due to shifts in timing and planted area driven by less favorable corn economies farmers in Brazil planted fewer hectares of hybrid corn in the safrinha season than last year. With growers in North America continuing to demand our newest hybrids and varieties with innovative trade technologies we grew price and remain on track for modest price growth in the region. Optimum acre max products are expected to be about 2/3rds of our corn volume and our innovative optimum AQUAmax hybrids are expected to be planted on over 10 million acres. In addition we’re excited about our newest soybean varieties as we transition our line up to pioneer brand T Series soybeans and launch soybeans with the Genuity Roundup Ready 2 Yield trait. North American growers recently signaled to the USDA they intend to plan less than 92 million corn acres or about 4 million acres below last year and commodity prices continue to favor soybeans acres. As a result, we’re seeing some farmers delaying crop decisions until closer to planning and as usual weather will be a final deciding factor for them. Because our first quarter ends in a middle of a season delayed decisions by farmers will mean that some sales will shift from our first quarter to the second. This is unlikely accelerated pace of sales we saw in first quarter last year. I would like to move now to talking about innovation at DuPont Pioneer. As you may know in February we launched Encirca services our next generation decision agriculture offering the response from growers has been very positive and Encirca services offer growers tailored, brand neutral whole farm solutions and Encirca services leverages pioneers advantage route to market working directly with the growers to analyze their data and provide recommendations based on individual needs and priorities. As a result of our strong competitive position we expect to approach 500,000 acres of fee based variable rate seeding prescriptions in 2014 and preparation for the 2015 season we’re piloting advanced services for nitrogen, fertility and irrigation with wider availability of Encirca yield service beginning in third quarter. Turning to Eastern Europe, we have a long history and a strong market position in Ukraine and while Ukraine represents a few percent of our sales in agriculture it's an important element of our growth plan. Given our uncertain political situation there and the tightened credit markets we’re seeing seed buying decisions being reduced or deferred. Even though first quarter Ukraine’s seed sales were below our expectations. Europe delivered double digit sales growth in the first quarter and all of Eastern Europe remains a high growth priority for us. Switching gears we continued our growth in crop protection in the first quarter, sales were 3% higher at $1.1 billion. Regionally we had strong crop protection growth across Latin America with sales up robustly at 60%. Insect pressure was intense in corn and soybeans which created strong demand for our Rynaxypyr, Avatar, Lannate insect control solutions. In North America the cold wet weather and higher than normal herbicide channel inventories resulted in lower first quarter herbicide sales. This follows last year’s strong first quarter in North America herbicides. Our crop protection business continues to be strengthened by innovation and we’re launching several novel products into new markets to meet the needs of farmers. This includes Lumigen seed treatments, Cyazypyr for insect control and our Picoxystrobin and Penthiopyrad additives expanded disease control portfolio. As we look to the second quarter for the agriculture segment we expect modest sales growth and significant growth in operating earnings as crop protection continues to grow and delayed seed sales shipped into the second quarter from first quarter. So for the first quarter which represents the majority of the Northern Hemisphere season, we expect flat sales however earnings should be up slightly despite the earlier seed shipments in the fourth quarter of 2013. Also we expect to improve operating margins due to both price gains and lower seed input cost recovering the one point margin decline in last year’s first half. However our first half 2014 outlook is now lower than our view was in January as volumes will be further impacted by lower than expected corn plantings in Brazil, North America and Ukraine. Despite the variability we’re seeing as agriculture markets transition from last year’s peak we remain enthusiastic about long term growth which will be driven by our innovative products and services, strong global positions and the ongoing need to sustainably increase AG productivity to meet worldwide demand. Now I will turn the call over to Ellen.
Ellen Kullman :
Thank you Jim. On slide 10, I would like to share my perspective on the quarter in the context of progress we’re making against our overall growth strategy. We entered 2014 solid momentum, we delivered stronger earnings growth and margin improvement in the majority of our segments and we’re well positioned for future growth in key markets. The value of our diverse portfolio and superior execution were highly visible this quarter as we delivered near record operating earnings per share despite short term head winds from the weather and a year-on-year shifts in AG markets that Jim described. The positive trends we saw in the market this quarter and our results indicate the strength of our strategy and our team’s ability to execute. Directionally we see a compelling outlook for 2014 across our portfolio, we expect steady year-on-year growth in demand from key regions and markets. For example demand in Europe continues to recover which will benefit our performance and materials, safety and protection and performance chemicals segments. In China, we continue to expect stable growth across most of our businesses. In the U.S., we continue to expect gradual sequential improvement in demand from industrial, housing and automotive markets. By segment in agriculture we’re excited about our newest seed and crop protection products and are extending our successful insect control franchise into seed treatments. We have launched Lumiderm in Canada for Canola and are in the prelaunch phase with Dermacor for soybeans in Brazil. We will continue to invest in, in advanced projects in both our seed and crop protection pipelines and leverage these across global production agriculture markets. In nutrition and health we expect strong full year operating earnings and margin growth this year as we continue to enhance our product offering. Increase our cost productivity and pursue growth in higher value market opportunities like probiotics and cultures. In industrial bioscience we’re making excellent progress against our strategy while at the same time delivering strong earnings growth. Since we acquired Genencor as part of Genesco two years ago, made investments in research and development in promising new enzyme spaces and we’re drawing and healthy dividend from that decision today. For example our Axtra PHY animal nutrition, our cold water detergent enzymes and new ethanol offerings have positioned us well for future market share gain and growth. In parallel we expanded our global reach and now our broad market coverage is coupled with a fundamentally stronger portfolio. We’re also planning to finish construction of our new cellulosic ethanol plant at end of this year. In advance materials electronics and communications delivered 53% and 116% growth for the past two quarters versus prior year largely from recovery of photovoltaic module production in China. We continue to see the solar photovoltaic market as an excellent long term value creation opportunity for us. Our latest Solamet pastes products and enhanced Kevlar back sheets are vital materials that increase conversion efficiency while extending the life of the modules. Both critical elements of our value proposition. In the short term we learned in 2012 that this market can shift quickly so we will continue to stay close to our large industry leading customers to accurately gauge future demand. Also in advance materials we launched over 30 new product applications in the first quarter in our safety and protection businesses reflecting our strategy to strengthen our leading position in differentiated high value materials. We introduced a new platform of Nomex electrical insulation products for high voltage applications in transformers and electrical motors. We’re increasing our penetration with Nomex in the hybrid electrical vehicle motors. We’re bringing to the mining industry a new light weight Kevlar for conveyor belts. And we added last week a new generation of multi-threat and water resistant solutions made with DuPont Kevlar that will extend our range of protective solutions for the military, police and security markets. And lastly in our performance material segment, we introduced new non-halogenated flame retardant nylon resins which offer best in class, high heat resistance with the advantages of being more environmentally friendly and safer to handle. And we’re seeing an increase in acceptance of renewably sourced resins in automotive fluid management systems. This application underlines our strategy to develop products with lower cost, higher performance and improved carbon footprint, versus petrochemical alternatives. Moving into slide 11 in our operational priorities. Let me describe how our operational priorities are driving disciplined execution. First, innovation, we’re committed to strong pipeline management, disciplined execution and increasing our return on research and development. There is no better results of this effort than delivering innovative, science based solutions that are first or best in class and catalyze revenue growth and margin improvement. One example emerged from our DuPont innovation center in Troy, Michigan performance polymers team collaborated with Illinois Tool Works and Ford to develop a new automotive component. The result was a new coolant crossover part with DuPont Zytel high temperature nylon that lower cost and improved fuel efficiency by just placing metal. The new part design was named a finalist in the Society of Plastic Engineers, Most Innovative Use of Plastic’s Award. Another innovation center example is our exciting collaboration with Nike on materials that will enhance their footwear and golf ball products performance. DuPont Science is at the core of Nike Golf next generation RZN golf ball. Most Nike Golf athletes have put the new ball into play in 2014 and to-date five Nike athletes including Rory McIlroy have won with the new RZN technology on the professional tours around the globe. Finally in March DuPont’s and Procter & Gamble were the joint winners of the 2014 sustainable bio-award for bio-based product innovation of the year. The two companies were recognized for their pioneering effort to achieve the previously impossible providing the cleaning power of warm water while washing clothes at cold water temperatures. The new product delivers unprecedented environmental benefits to the detergent industry and appeals to consumer’s interest and energy efficiency. These are just three examples from the quarter of the way DuPont translates our scientific capabilities into solutions that our customers deeply value. The second operational priority is to leverage our global reach in both developed markets and in fast growing areas like China, Asian [ph], Eastern Europe and Latin America. In developed markets we continue to invest in applications development for strategic accounts those customers who are global industry leaders as a way to increase our market temperature rates. In fast growing developing markets we continue to invest in people and facilities to extend our reach. As Nick reported we saw strong volume growth in the quarter in European and Asian developing markets as we capitalized on the continued rise of the middle class and demand for higher value products. When new markets open we capitalize by entering first with our agriculture products and then follow with our advanced materials products. For example earlier this year we opened our first office in Myanmar and look forward to future growth in that country. Our third operational priority execution, this includes productivity, optimizing resource allocation and returning cash to shareholders. Last quarter I mentioned we’re taking the opportunity in 2014 to review our total business support cost across the company as we approach the performance chemicals separation we’re currently evaluating our corporate core cost and we’re assessing how our businesses are deployed regionally and functionally to determine the most efficient structure. We’re making good progress in our efforts to identify the right structure, to optimize resource allocation and increase returns on capital. We will keep you updated on our actions. In closing we’re executing well and advancing against our strategic and operational priorities. We expect our plan to deliver attractive growth in value for our shareholders as it has done over the past five years and strongly position DuPont to deliver the next generation of innovation and with that I will turn it back to Carl.
Carl Lukach :
Thank you Ellen. Now we will turn back to you John and accept questions from our callers.
Operator:
(Operator Instructions). And our first question is from Kevin McCarthy from Bank of America. Please go ahead.
Kevin McCarthy - Bank of America Merrill Lynch :
You indicated an EPS impact of $0.07 from inclimate weather. Can you speak to how much of that is gone forever versus how much you might be able to recover in the second quarter and to the extent you can’t recover perhaps you can speak to impact on individual businesses there sequentially.
Ellen Kullman:
Most of it was cost base was increased energy and increased logistics cost to be able to move materials and that cost base is probably going to take us the rest of the year to recover it through additional productivity actions. I don’t Nick, is there anything you would like to add with more specifics?
Nick Fanandakis:
No I think you covered I mean if you look at the areas where they are most impacted it was in our performance materials and in our performance chemical segment and Ellen characterized the types of expenses that we incurred. So you can get a sense of the amount that would be coming back and the amount that was at one time.
Kevin McCarthy - Bank of America Merrill Lynch :
And this is a follow-up sticking with whether some other companies in the space have indicated an early spring in Europe. Did you observe any benefits across your portfolio in that region?
Ellen Kullman:
Well I just got back from Europe last week and I can confirm that it was a heck of a lot warmer and more bugs on the trees than there it is here and I think Europe represented a more normal well it actually was a great volume because we’re seeing improvements there, but I don’t, we didn’t have the impact on whether things like that. I don’t know Jim maybe you can comment on the AG side in Europe.
Jim Borel:
For the most part of course we see a little impact from weather on particularly on the seed side, of course we’re moving into a time of the year when weather will play a bigger rule in terms of what actually gets planted and what happens. But fairly small impact today.
Operator:
Our next question is from Jeff Zekauskas from JPMorgan. Please go ahead.
Jeff Zekauskas - JPMorgan:
I think your U.S. dollar price change in agriculture was plus 1% year-over-year. What would it have been in local currency?
Ellen Kullman:
Well price was up 2.6 I think it's a right number, Jim correct me if I’m wrong. Currency was negative 1.5.
Jim Borel:
Yes that’s right. We had modest price increases across the AG segment.
Jeff Zekauskas – JPMorgan:
And can you talk a little bit about your electronics segment, did you see a recovery at all in consumer electronic side of the business or was it really all in solar and how do you see the global electronics markets as it touches DuPont both on the solar side and on the non-solar side?
Ellen Kullman:
Electronics and communications had a good quarter, we saw nice growth. Most of that was due to PV and consumer electronics I would characterize it as expected that it's improving but it's not a standout from that standpoint. We had a good quarter in PV, Kevlar both and Solamet pastes we’re anticipating that the market is going to grow 15% this year. But you have to remember last year in electronics, I mean it was a weak comparative so we still see this market is seeing lumpy or bumpy or whichever way we want to talk about it. We’re seeing that China is probably the wild card and future quarters around whether they meet their 10 gigawatts have installed. The metal impact you saw on the top line so that kind of mutes the top line growth but they had great earnings progress for the year. So we’re positive in terms of what we have seen in electronics but as you know based on what happened in ’12 PV is something we watch very, very carefully.
Operator:
Your next question is from David Begleiter from Deutsche Bank. Please go ahead.
David Begleiter - Deutsche Bank:
Ellen just on the business support cost review, do you think you will be in a position this quarter to complete our review and the size and opportunity could be as much as that, $0.5 billion a cost would be taken out over a period of time?
Ellen Kullman:
Well we’re not going to size it right now for you Dave, sorry about that. Because we’re really right now in the process. So if you think about the fact that we sold coatings last year that we’re spinning chemicals next year. That’s a good portion of the company that won't exist in the second half of ’15. So I’m looking at it as a fresh start. If we were to recast how we go about supporting our businesses and enabling them to achieve consistent sustainable growth, would we structure very differently. We’re going to be a very different company in the second half of ’15. The average size of our manufacturing plants is going to be smaller. The allocation of our business both globally and by sector is going to be very different and so we’re actively engaged in those meetings and hard discussions right now. The good part about this since we really control the timing of the spin that we’re here to have real work completed and discussions externally this year because we want to enter ’15 with momentum and so when we’re done and we’re ready and we got it cooked [ph] then we will bring it out to you guys. But I think you will be pleased overall with what you’re going to see.
David Begleiter - Deutsche Bank:
Understand and just on the cost also SG&A was down 6% in the quarter before this whole cost action, what’s driving the reduction right now in Q1 and for full year would you expect SG&A to be flat or down or up?
Nick Fanandakis:
Well what’s driving the reduction is the productivity work that we continue to have across the company and we’re doing that in SG&A as well and this is while at the same time investing in a lot of areas for growth in that same respect. So in AG for example the programs we have the expanding of the channel, continuing to drive that channel access, all of those things growing in certain areas but the productivity gains that we have are really what’s driving some of those reductions.
Operator:
And our next question is from Don Carson from Susquehanna Financial. Please go ahead.
Don Carson - Susquehanna Financial:
Ellen I wanted to follow-up on the review of the business support cost and when you’ve had stranded cost in the past the roughly 200 million with coatings, 100 million with performance chemicals. What is the nature of those stranded cost, does that suggest where you’re looking to an area where you’re looking to take the most cost out of it?
Ellen Kullman:
Yes I think if you think about it Don, let’s take an example, we filed tax returns in every country where we operate just because we’re spinning performance chemicals doesn’t mean we have to file any less tax returns but at the same time when you allocate the cost or understand the cost of those tax returns across the entire company on a smaller revenue base. So on a per dollar revenue goes up. So the question is can we think about tax differently? Is our structure, our legal entity structure such that it helps our businesses succeed or do we have too many and should we consolidate it down and really then let this limit the amount of work that has to be done there. I mean that’s just a small example versus many in terms of how we support the businesses regionally how we support them functionally. I mean that’s same thing, you can talk about whether it's paying bills or collecting cash or sourcing. We just need to think about are we leveraging standardizing the most common on the work and really putting our differential resources towards where they can really help the business. So Nick you have been in right in the midst of this big time.
Nick Fanandakis:
Yes I think Ellen you characterized it really well just a second ago when you talked about fresh start. Looking at how we’re going to be structured as a company with about 20% of our revenue now being gone between the spins and divestures and looking at that in a very clean slate sort of way and how we’re going to do a buildup of the infrastructure within the functions, where we could simply things, where we can change things so that we can operate more effectively and more standardized, digitized sort of way.
Don Carson - Susquehanna Financial:
And just a follow-up on your guidance. You have maintained your EPS guidance but you’re more cautious on the AG outlooks, I’m just wondering where do you make up that short fall that you now see in AG versus your original expectations.
Ellen Kullman:
Yes so I think if you look to the full year, we’re seeing stability and TiO2 from a market demand standpoint, volume growth in the performance chemical segment. It looks like it's going to be, it's a refrigerant comes into a season and things like that and really a good sign of TiO2 is reflected on a sequential basis. Price did not go down and year-over-year it went down but on a sequential basis it was a little positive. So that’s a big uncertainty that’s becoming a little more certain as we go forward. If you think about what we saw in Europe and the continued gradual improvement in demand in European markets and when you saw on the quarter that was really positive for performance materials, it was good for performance chemicals and safety and protection. The third area point too is a stable China, there is a lot of noise about China out there but you saw in our results the automotive industry clearly there is leading yet but we saw positives there from again performance materials, performance chemicals, electronics and communications and safety and performance. So industrial production is certainly enabling a lot of this in the U.S., industrial housing and automotive markets are allowing us to continue our penetration and moving our new products and new materials in there. I gave you some examples of those and S&P in my talk. In AG overall I think it's as we go through the entire year as it unfolds I think we had a first quarter shifts, I think we’re still well positioned with good pipeline of products going forward. So we’re putting a little more pressure on our sourcing guys to claw back that higher natural gas costs in the first quarter, absolutely. And we think we can bring it where we have it reaffirmed.
Operator:
Our next question is from P.J. Juvekar from Citi. Please go ahead.
John Hirt – Citi:
This John Hirt sitting in for P.J today. In seeing [ph] that you’ve got pretty good momentum down in Brazil particularly in corn where I think you gained three points of share last year both in the summer and the safrinha seasons. Do you’ve any early indications as to how your share progression might have been this year?
Jim Borel:
First of all it's a little too early to start talking about share because the safrinha market is just finishing. We will able to talk share after we have had a chance to evaluate the entire season but we’re certainly confident about our competitiveness you’re right, we have had great momentum down there. So we will continue to drive ahead. Obviously the reduced acres is unfortunate but understandable given the commodity prices at the moment. You mentioned seed we also have some great momentum around the world but particularly in Brazil with our crop protection portfolio with some 60% growth down there, Rynaxypyr particularly had a strong quarter with (indiscernible) pressure that they were seeing. We’re getting ready to launch, Dermacor is a seed treatment in soybeans we’re doing the work and seeing really great early results in corn also. So we do have a lot of momentum and gives us confidence for the future.
John Hirt – Citi:
And with billion of share repurchases completed in the first quarter with that accelerated buyback, and only 1 billion left to complete your 2 billion target for the year. Would you consider tapping into the additional 3 billion that you have authorized at some point this year?
Nick Fanandakis:
Right now we’re on track proceeding very well to complete as you say the 2 billion this year. We actually will complete the first half of that or little more than the first half of that by the end of second quarter. Although by the end of the first quarter we had already retired about 13 million shares so significant amount was done in the first quarter but the total first half or little more than first half won't be complete until the end of the second quarter and then we will look to put in place for the second half of the year, our steps to complete the last billion and fulfill our commitment of the 2 billion in the year.
Operator:
Our next question is from Robert Koort from Goldman Sachs.
Unidentified Analyst:
This is actually Nielsen out [ph] for Bob. In Safety and Protection you said there is some softness in the public sector, a number of companies have called for some recovery with greater infrastructure and non-residential spending in the back half. Are you seeing something similar?
Ellen Kullman:
On the public sector one that I saw every time I try to call it I call it wrong but what we’re doing there is with new applications and new functionality to help with that, right? Because the public sector needs a reason to change or to replace or to expand and certainly additional protection and things like that. Now we’re seeing the slowness in the U.S, Europe is still going very well especially on thermal protection and things like that. So we’re seeing very different markets around the world and we’re expecting improvement. As we take a look at garments, we’re seeing second quarter is going to be stronger and so I think we’re seeing that but I’m always little hesitant to declare victory in the public market because you just never know what’s going to happen.
Unidentified Analyst:
And then on the ethylene cracker outage are you seeing an opportunity there to maybe squeeze out more capacity or work some debottlenecks during the maintenance?
Ellen Kullman:
We have squeezed just about everything we can out of this turnaround and our focus right now is more on getting it back up and running because coming out of these round around’s is never for the faint of heart and we can bring it up a day early or three days early that’s real volume and that we can use this year. So we have got that focused on time because it has been closure to seven years and six years on this turnaround and we just got to get it opened up the planning, the guy is doing a great job as far as the front end loading of this turnaround and our goal, I’ve got that team under a lot of incentive to overachieve on the time thing. I think we would have the biggest benefit to us this year.
Operator:
Our next question is from Laurence Alexander from Jefferies.
Laurence Alexander – Jefferies:
In developed Europe what was your growth excluding the AG segment if you can just give us a sense for what you’re seeing in those markets?
Ellen Kullman:
Well AG group in Europe and so Nick?
Nick Fanandakis:
Well, developed Europe in total is about 9% growth year-over-year from a revenue perspective.
Ellen Kullman:
Yes and so what we saw was growth in Europe in AG along with I think most of our segments grew in Europe and try to think -- maybe electronics didn’t because there is not much business.
Jim Borel:
Yes but AG was up about the same as the whole overall region was. I would say that if you exclude that it doesn’t really change the number in the region, it's still going to be above that 9% sort of number.
Ellen Kullman:
Yes I mean the biggest drivers for Europe were automotive and our performance materials business and TiO2 was a strong quarter in our performance chemicals segment.
Laurence Alexander – Jefferies:
And then on the enzyme side you have had some announcements during the quarter in the detergents area, do you expect to be gaining a significant amount of share in that business over the next couple of years or how do you see the competitive landscape shaping up?
Ellen Kullman:
I think that’s one where it's share is hard because the markets growing and changing because for instance the new products that are coming out are allowing us to expand the footprint, right. So we’re really well-positioned for growth. Our focus is on making sure we have the right capacity in the right places of the world to be able to deliver against it and I think the team has done a great job there. But we’re looking at our applications to really expand utilization of enzymes as opposed to just kind of fight over the same space that exists today.
Operator:
Our next question is from Frank Mitch from Wells Fargo. Please go ahead.
Frank Mitch - Wells Fargo:
I want to follow-up on performance materials, you said that that you’re expecting the second quarter to be down modestly given the turnaround but I would have thought that with the new Nike Golf ball that would more than offset that. I mean it's very exciting news.
Ellen Kullman:
Frank I want to know whether you have tried the golf balls or not yet?
Nick Fanandakis:
Frank, not everyone uses golf balls around us as we might.
Frank Mitch - Wells Fargo:
Sure. Look I know weather demand hurt the quarter but it certainly hurt my golf game as well so I’m looking forward to trying it out absolutely. Just on the turnaround, do you have an order of magnitude as to how much you expect that’s going to impact the quarter? What sort of order of magnitude that would be?
Ellen Kullman:
If you look at it from a top line basis the ethylene outage reduces are segment sales of few percent in the second quarter and that’s in our guidance so that’s already put into our forecast going forward.
Frank Mitch - Wells Fargo:
And obviously the balance sheet is very strong and you talked about how different the company is going to look in the second half of 2015. Might the company look a little bit different driven by M&A and how would you characterize the M&A environment and opportunities in Europe owing as to participate at the present time.
Nick Fanandakis:
So Frank we’re always looking at M&A opportunities in the company. We’re very selective about where we look though as you know, we want to look at things that reinforce the strategic priorities, the directions we’re going in. We will continue to be looking for M&A opportunities that will enhance our technology position, our market access, those types of things and we have very rigorous and hurdles that we have from a financial performance perspective that we’re going to require of acquisition opportunities but it's something that we’ve always look at and we will continue to look at. The strength of the balance sheet is certainly a positive on that but the balance sheet has always been in place and for quite some years now as you know where we have and enjoy this single A rating and even during the Danisco acquisition we were able to maintain that single A rating during that time period after 7 billion. So I wouldn’t characterize it as the deciding factor on M&A is just going to be the balance sheet and the strength of it. It's something we’re looking at all the time Frank.
Frank Mitch - Wells Fargo:
All right so you can maintain this position of being underlevered for the foreseeable future in addition, I mean obviously you got the share buyback as a use of cash and your dividends and so forth but we could see this condition continue for the foreseeable future of your being underlevered.
Nick Fanandakis:
Well you say underlevered and so obviously you’ve to -- if you’re looking at just the debt EBITDA sort of thing you might come to a conclusion of underlevered when you adjust the debt and you add in that pension on funded piece I feel we’re in the right place from a leverage standpoint, that pension liability can change as you saw it changed last year by about $5 billion that can change with a discount rate changes. So we will continue to evaluate those situations and we will take the appropriate actions depending on what external forces and how they are impacting us.
Ellen Kullman:
Frank, since it's Nick's birthday today I think that you should make sure you reinforce his point of view on that.
Frank Mitch - Wells Fargo:
Well that’s fantastic Nick I will send you a sleeve of Nike Golf balls in honor of your birthday. Thank you.
Operator:
Our next question is from Vincent Andrews from Morgan Stanley.
Vincent Andrews - Morgan Stanley:
Just wanted to ask a bit about your kind of acreage expectations. I get corn acre is going down and Brazil is a headwind because the soya offset isn't that much but as we think about if there are going to be issues in the Ukraine and I would love to get sort of a greater characterization of what you think is going to go on there in terms of what the plant and how it will get financed and if you can participate in that but if they do indeed do fewer corn acres there is your expectation that they are going to get made up in the U.S. or other parts of Europe or do you just think those get lost this year and there is no sale opportunity?
Jim Borel:
There are several pieces to that, so first of all in the Ukraine it's very difficult to predict what’s going to end up happening there but because of the political situation but we’re seeing some reduction in corn because of credit issues but also some delays and possible reductions just because of uncertainty among farmer. So and Ukraine is last year it was only a few percent of our global sales but it's really an important growth opportunity. We opened the plant in Stasi early last year. We’re setup well for growth there. So certainly it's our hope that stability returns and we expect that to be a good market overtime. The reductions in corn acres or hectares in Latin America and also in what we’re expecting will happen in North America are likely gone for now. We will see what happens in the second happen both in terms of corn prices, what that does to restimulate demand et cetera but it's really way too early to know what the South America production will look like in the second half of the year until we get through the North America season.
Operator:
And our next question is from John Roberts from UBS. Please go ahead.
John Roberts – UBS:
Nick I hate to ask you a tax question on your birthday, you said you’re taking a fresh start look. I think your approach to integrating global taxes and hedging exchange gains and losses is kind of unique, I think it came in actually with the Conoco acquisition a year ago. Is it a good time to take a fresh start, look at that approach?
Nick Fanandakis:
Yes, John we’re going to look at a fresh start on a lot of different things. We’re going to look at currency, local functional currency versus U.S. dollar functional. We’re going to have a lot of things that we’re going to explore as we make the spin here and look at the company as it stands in the future. So yes your touch on an area but trust me there are many areas that we’re going to be exploring to drive simplification across the company which will help drive out some of the cost and would put us in extremely competitive position.
Carl Lukach:
Thank you everyone. That concludes our call today. Our Investor Relations team will be available to answer any follow-up questions that you have. Thank you all very much for joining the call.
Operator:
Thank you ladies and gentlemen. That concludes today’s conference. Thank you for participating. You may all disconnect.