DOWDUPONT INC. FORM 8-K. (Current report filing) Filed 05/03/18 for the Period Ending 05/03/18

Transcription

1 DOWDUPONT INC. FORM 8-K (Current report filing) Filed 05/03/18 for the Period Ending 05/03/18 Address 2211 H.H. DOW WAY MIDLAND, MI, Telephone CIK Symbol DWDP SIC Code Plastic Materials, Synthetic Resins and Nonvulcan Elastomers Industry Diversified Chemicals Sector Basic Materials Fiscal Year 12/31 Copyright 2019, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2018 DOWDUPONT INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) (Commission file number) (IRS Employer Identification No.) c/o The Dow Chemical Company c/o E. I. du Pont de Nemours and Company 2030 Dow Center, Midland, MI Centre Road, Wilmington, DE (989) (302) Not applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

3 Section 2 - Financial Information Item 2.02 Results of Operations and Financial Condition. On May 3, 2018, DowDuPont Inc. issued a press release and related presentation, attached as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference, announcing results for the first quarter of The information contained in this report, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (d) Exhibits Press release issued by DowDuPont Inc. on May 3, 2018, announcing results for the first quarter of DowDuPont Inc. 1Q18 Earnings Conference Call Presentation dated May 3, 2018.

4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 3, 2018 DOWDUPONT INC. Registrant By: /s/ JEANMARIE F. DESMOND By: /s/ RONALD C. EDMONDS Name: Jeanmarie F. Desmond Name: Ronald C. Edmonds Title: Co-Controller Title: Co-Controller City: Wilmington City: Midland State: Delaware State: Michigan

5 EXHIBIT INDEX Exhibit No. Description 99.1 Press release issued by DowDuPont Inc. on May 3, 2018, announcing results for the first quarter of DowDuPont Inc. 1Q18 Earnings Conference Call Presentation dated May 3, 2018.

6 Exhibit 99.1 DowDuPont Reports First Quarter 2018 Results GAAP EPS from Continuing Operations of $0.47; Adj. EPS Increases 7% to $1.12 GAAP Net Income from Continuing Operations of $1.1B; Op. EBITDA Up 6% to $4.9B Net Sales Rise 5% to $21.5B, driven by Segments Within the Materials Science and Specialty Products Divisions Cost Synergy Savings of >$300MM; Run-Rate Ahead of Plan and Now on Pace to Achieve 75% Run-Rate of $3.3B Commitment by the End of the Third Quarter of 2018 DWDP Expects Op. EBITDA up ~15% in 1H18; 2Q Op. EBITDA up in all Divisions: Ag high-30s percent; Materials Science mid-teens percent; Specialty Products ~20% First Quarter Financial Highlights GAAP earnings per share from continuing operations was $0.47. Adjusted earnings 1 per share increased 7 percent to $1.12, compared with pro forma adjusted earnings per share in the year-ago period of $1.05. Adjusted earnings per share excludes significant items in the quarter totaling net charges of $0.54 per share, as well as an $0.11 per share charge for DuPont amortization of intangible assets. Net sales increased 5 percent to $21.5 billion, with growth in most operating segments and geographic regions, from pro forma net sales of $20.5 billion in the year-ago period. The Materials Science division increased sales 17 percent, with double-digit gains in all segments and gains in all regions. The Specialty Products division increased sales 11 percent, with gains in most segments and all regions. These increases more than offset a decline in Agriculture sales of 25 percent driven by weather-related delays to planting seasons in the Northern Hemisphere and Brazil. Net sales included a 4 percent benefit from currency, primarily from the Euro. Volume declined 2 percent on a pro forma basis from the year-ago period, due to a weather-related shift in Agriculture. The Materials Science division increased volume 8 percent, with gains in most segments and all regions. The Specialty Products division increased volume 3 percent, with gains in all segments and most regions. Local price rose 3 percent on a pro forma basis, led by increases in all regions and most operating segments. Local price increased in each division, led by a 5 percent increase in the Materials Science division. Operating EBITDA 1 increased 6 percent on a pro forma basis from the year-ago period to $4.9 billion. The Materials Science division achieved 23 percent operating EBITDA growth, with double-digit gains in all segments. The Specialty Products division delivered 25 percent operating EBITDA growth, with double-digit gains in most segments. Earnings drivers included local price and volume gains in Materials Science and Specialty Products, cost synergies, a benefit from currency, lower pension/opeb costs 2 and higher equity earnings. These gains more than offset a decline in Agriculture due to a weather-related shift impacting seed and crop protection deliveries, higher feedstock costs in the other two divisions and planned maintenance and weather-related outages in Materials Science. The Company achieved cost synergy savings of more than $300 million in the first quarter, ahead of its run-rate plan and now on pace to deliver a 75 percent run-rate against its $3.3 billion cost synergy commitment by the end of the third quarter of DowDuPont returned nearly $2 billion to shareholders in the quarter through dividends ($0.9 billion) and share repurchases ($1 billion). (1) Adjusted earnings per share, Pro forma adjusted earnings per share, Operating EBITDA and Pro forma operating EBITDA are non-gaap measures. See page 9 for further discussion. First quarter 2017 information is on a pro forma basis and was determined in accordance with Article 11 of Regulation S-X. (2) Pension/OPEB (other post employment benefit plans) costs include all components of net periodic benefit cost from continuing operations. 1

7 CEO Quote We delivered solid first-quarter sales and operating earnings gains, while our teams advanced the intended business separations, said Ed Breen, chief executive officer of DowDuPont. The Materials Science and Specialty Products divisions delivered better-than-expected topand bottom-line growth with higher prices and volume gains, including value adding product innovations. Their growth more than offset weather-related delays that are expected to shift a substantial portion of our Agriculture earnings to the second quarter. All three divisions hit their cost synergy targets, producing savings of over $300 million as we build momentum on our $3.3 billion in cost synergies and put more focus on the $1 billion in growth synergies. And we continue to expect Materials Science to spin by the end of the first quarter of 2019, with Agriculture and Specialty Products separating by June 1, These will be three world-class companies equipped to further their leadership positions in attractive growth markets. First Quarter Division Highlights Materials Science First quarter net sales increased 17 percent to $12.0 billion versus pro forma net sales in the year-ago period, with double-digit gains in all segments and gains in all regions. Volume grew 8 percent, local price rose 5 percent and currency improved 4 percent. First quarter Operating EBITDA grew 23 percent to $2.6 billion versus pro forma operating EBITDA in the same quarter last year, with double-digit gains in all segments. Equity earnings improved $53 million, driven by improvements from Sadara and the Kuwait joint ventures, which more than offset a reduction at the Thai joint ventures and the HSC Group. Performance Materials & Coatings Performance Materials & Coatings reported net sales of $2.3 billion, up 12 percent versus pro forma net sales of $2.1 billion in the year-ago period. Sales rose in all regions, with double-digit increases in Asia Pacific and EMEA. Local price increased 9 percent, with gains in all regions and in both businesses. Volume declined 1 percent versus the year-ago period and currency benefited sales by 4 percent. Consumer Solutions delivered double-digit sales growth, driven by double-digit local price gains in most regions; disciplined price/volume management in upstream silicone intermediate products; traction on growth synergies; and robust demand in personal and home care endmarkets. Coatings & Performance Monomers achieved high single-digit sales growth, driven by local price increases in all regions in response to higher raw material costs, which more than offset a volume decline due to supply constraints and proactive measures to shed low margin business. Operating EBITDA increased to $628 million, up 31 percent from pro forma operating EBITDA of $481 million in the year-ago period, primarily due to increased pricing, improved product mix and cost and growth synergies. 2

8 Equity earnings for the segment totaled $41 million, compared with pro forma equity earnings of $91 million in the year-ago period. The decline was driven by lower earnings at the HSC Group due to settlements of long-term polysilicon sales agreements that benefited the same quarter last year. Industrial Intermediates & Infrastructure Industrial Intermediates & Infrastructure reported net sales of $3.7 billion, up 30 percent versus pro forma net sales of $2.8 billion in the yearago period. Double-digit sales gains were reported in all regions. Volume grew 14 percent and local price rose 11 percent. Currency benefited sales by 5 percent. Polyurethanes & CAV delivered robust sales growth on double-digit gains in all regions, driven by local price gains in all regions and volume gains in most regions. Volume growth was particularly strong in Asia Pacific and EMEA, enabled by the contributions from new capacity at the Sadara joint venture. Volume in North America was impacted by weather-related unplanned outages. The business achieved price increases and innovation-led customer wins in downstream, higher-margin systems applications. Merchant sales of methylene diphenyl diisocyanate (MDI) and caustic soda also expanded as a result of ongoing tightness in industry supply/demand fundamentals. Industrial Solutions reported a double-digit sales increase on local price gains and volume growth in all regions, driven by new production from the Sadara joint venture. The business reported increased demand for products used in electronic processing and crop protection applications. The business s volume was also impacted by weather-related unplanned events. Construction Chemicals delivered high single-digit sales growth, led by demand for acrylic-based products in North America, local price increases and a tailwind from currency, which were partly offset by a decline in methyl cellulosics volume in EMEA due to capacity constraints. Operating EBITDA in the first quarter was $654 million, up 28 percent from pro forma operating EBITDA of $512 million in the year-ago period. Pricing momentum, cost synergies and demand growth, coupled with improved equity earnings, more than offset the impact of weather-related outages along the U.S. Gulf Coast, higher raw material costs and increased maintenance and turnaround activity. Equity earnings for the segment totaled $149 million, compared with pro forma equity earnings of $73 million in the year-ago period. The year-over-year growth was driven by a reduction in equity losses from the Sadara joint venture, resulting from the operation of new facilities, and higher monoethylene glycol (MEG) pricing that benefited the EQUATE joint venture. Packaging & Specialty Plastics The Packaging & Specialty Plastics segment reported net sales of $6.0 billion, up 12 percent from pro forma net sales of $5.4 billion in the year-ago period. The sales gain was driven by volume growth of 8 percent and a currency benefit of 4 percent, primarily in Europe. Local price increases in ethylene derivatives were offset by declines in hydrocarbons prices. The Packaging and Specialty Plastics business grew volume in all regions on broad-based demand strength, supported by new capacity additions on the U.S. 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. Notable highlights included double-digit sales gains in all regions, with 3

9 robust demand growth in food and specialty packaging and industrial and consumer packaging end-markets in Asia Pacific and EMEA, as well as in rigid packaging applications in all regions. The business also delivered strong demand growth in elastomers applications, with double-digit volume gains in Asia Pacific and in hot melt adhesives in EMEA. Operating EBITDA for the segment totaled $1.3 billion, up 17 percent from pro forma operating EBITDA of $1.1 billion in the year-ago period. Polyethylene price increases; volume gains, including the benefit of increased supply from growth projects; lower commissioning and startup costs; higher equity earnings; and cost synergies more than offset increased feedstock costs. Equity earnings for the segment were $59 million, up from pro forma equity earnings of $32 million in the year-ago period. Equity earnings in the quarter benefited from a reduction in equity losses from the Sadara joint venture, as well as improved earnings from the Kuwait joint ventures on volume and price gains. These gains more than offset reduced earnings at the Thai joint ventures, where rising feedstock costs compressed margins. Specialty Products First quarter net sales increased 11 percent to $5.6 billion versus pro forma net sales in the year-ago period, with gains in all regions and in most segments. Volume grew 3 percent, local price rose 2 percent, currency improved 4 percent and portfolio benefited sales by 2 percent. First quarter Operating EBITDA grew 25 percent to $1.6 billion versus pro forma operating EBITDA in the same quarter last year, with gains in all segments. Electronics & Imaging Electronics & Imaging delivered net sales of $1.2 billion, a decrease of 1 percent versus pro forma net sales in the year-ago period. Net sales declined as volume growth of 1 percent, local price gains of 1 percent and a 2 percent benefit from currency were more than offset by a 5 percent negative impact from portfolio-related actions (sales of the Display Films and Authentication businesses). Volume growth in the segment was driven by double-digit gains in semiconductor and interconnect solutions, primarily in Asia Pacific. Increased semiconductor content in end-use applications drove strong demand in both memory and logic market segments. Continued demand for mobile phones and other consumer electronics, as well as industrial applications, drove volume gains in interconnect solutions. Partially offsetting this growth was a decrease in photovoltaic and advanced materials due to declines in trichlorosilane (TCS) as a result of supply constraints and decreases in Tedlar film and Solamet paste as module production in China slowed in the quarter. Local price gains were driven by higher metals pricing. Operating EBITDA for the segment was $357 million, up 9 percent from pro forma operating EBITDA of $327 million in the year-ago period. Lower pension/opeb costs, cost synergies, volume growth and a benefit from currency more than offset a negative impact from portfolio and higher unit costs. 4

10 Nutrition & Biosciences Nutrition & Biosciences reported net sales of $1.7 billion, an increase of 21 percent from pro forma net sales of $1.4 billion in the year-ago period. The increase was primarily due to a 12 percent net benefit from portfolio, a 4 percent benefit from volume and a 4 percent benefit from currency. Local price increased 1 percent versus the year-ago period. The net positive impact from portfolio-related actions was due to the acquisition of FMC s Health & Nutrition business. Volume growth in the segment was led by Nutrition & Health with double-digit gains in probiotics and pharmaceuticals, coupled with increases in systems and texturants in Asia Pacific. Growth in probiotics was driven by increased demand in Asia Pacific and North America. Pharmaceuticals growth was led by increased demand for excipient applications in Asia Pacific and North America. Industrial Biosciences volumes grew on a double-digit improvement in CleanTech led by alkylation offerings in Asia Pacific and EMEA. Demand for microbial control solutions in energy markets and for bioactives in home and personal care applications also contributed to volume growth. Operating EBITDA for the segment was $418 million, up 32 percent from pro forma operating EBITDA of $317 million in the year-ago period driven by a portfolio benefit, volume growth, cost synergies and lower pension/opeb costs, partially offset by higher costs due to growth investments. Transportation & Advanced Polymers Transportation & Advanced Polymers reported net sales of $1.4 billion, up from pro forma net sales of $1.3 billion in the year-ago period. Net sales growth of 14 percent reflected currency benefits of 6 percent, local price benefits of 5 percent and volume gains of 3 percent. The growth, which came from all regions, was led by strong demand from the transportation and electronics markets. Price increases, mainly in nylon enterprise and polyesters, driven by Zytel, reflected tight polymer supply and higher feedstock costs. Volume gains were led by Kalrez and Vespel high-performance solutions as demand from the electronics and aerospace markets remained strong. Delrin and Hytrel contributed to sales growth in performance resins. Broad-based volume growth was led by Asia Pacific and North America. Operating EBITDA for the segment totaled $437 million, an increase of 36 percent from pro forma operating EBITDA of $321 million in the year-ago period. Lower pension/opeb costs, favorable currency, sales gains and cost synergies contributed to the improvement, partly offset by higher raw material costs. Safety & Construction Safety and Construction delivered net sales of $1.3 billion, compared with pro forma net sales of $1.2 billion for the year-ago period. Net sales growth of 7 percent was driven by a currency benefit of 4 percent and volume gains of 3 percent. Local price was even with last year s quarter. Volume gains in Tyvek reflected strength in industrial personal protection, graphics and medical packaging. Within aramids, Nomex volume gains were led by composites and energy solutions, while Kevlar high-strength materials volume also rose amid strength in industrial personal protection and life 5

11 protection. In the construction market, Corian Design also rose, due to volume and favorable mix, while building solutions declined. Volume growth in water solutions came from reverse osmosis and ultra-filtration. Volumes were up across most regions, with the strongest growth in Asia Pacific. Forecast estimates remain strong from the construction market, although inclement weather adversely impacted sales of building products in the United States and Japan in the quarter. Operating EBITDA for the segment totaled $354 million, an increase of 21 percent from pro forma operating EBITDA of $292 million in the year-ago period. Lower pension/opeb costs, cost synergies, reliability improvements and favorable currency more than offset higher costs. Agriculture First quarter net sales decreased 25 percent to $3.8 billion versus pro forma net sales in the year-ago period, driven by weather-related delays in the Northern Hemisphere and Brazil seasons. Volume decreased 28 percent, local price rose 1 percent and currency improved 2 percent. First quarter Operating EBITDA declined 39 percent to $891 million versus pro forma operating EBITDA in the same quarter last year. Volume declines were driven by weather-related delays to the start of planting seasons in the Northern Hemisphere and Brazil, lower expected planted area in both North America and Brazil, and lower sales in the Brazil safrinha season due to a shift to lower-technology corn driven by the delayed summer season harvest. Agriculture sales declines were partially offset by improvements in sunflower seeds sales in EMEA and growth in global insecticide sales. Price increases were driven by continuing efforts to capture value in established brands across the crop protection portfolio globally. Operating EBITDA of $891 million declined 39 percent from $1.5 billion in the prior year. Weather-related selling shifts, lower expected planted area and an unfavorable mix driven by the shortened safrinha season were partially offset by cost synergies, favorable currency, higher selling price in crop protection and lower pension/opeb costs. Outlook The global economy continues to show solid momentum and broad-based growth, driven by consumer-led demand in both developed and developing economies, said Howard Ungerleider, chief financial officer of DowDuPont. There are discrete headwinds, including continued volatility in our input costs and weather-related softness in agriculture. However, leading indicators from manufacturing output, to improving energy markets, to employment and consumer spending remain largely positive, reflecting increased economic activity. Our portfolio benefits from these macro trends, and we see our innovations and growth investments driving above-market growth. We see this strength continuing into the second quarter. We expect second quarter net sales to be up more than 10 percent and operating EBITDA up more than 20 percent year-over-year. 6

12 Looking ahead, the DowDuPont team remains focused on our priorities: delivering our operating and financial plan, including executing on our growth projects and innovation launches; achieving our synergy targets; and standing and spinning the intended companies on our stated timeline. Conference Call The Company will host a live webcast of its first quarter earnings conference call with investors to discuss its results, business outlook and other matters today at 8:00 a.m. ET. The slide presentation that accompanies the conference call will be posted on the DowDuPont Investor Relations events and presentations page. A replay of the webcast will also be available on the investor events and presentations page of About DowDuPont DowDuPont (NYSE: DWDP) is a holding company comprised of The Dow Chemical Company and DuPont with the intent to form strong, independent, publicly traded companies in agriculture, materials science and specialty products sectors that will lead their respective industries through productive, science-based innovation to meet the needs of customers and help solve global challenges. For more information, please visit us at Contact Information: Investors: Greg Friedman greg.friedman@dupont.com Neal Sheorey nrsheorey@dow.com Media Rachelle Schikorra ryschikorra@dow.com Dan Turner daniel.a.turner@dupont.com Cautionary Statement About Forward-Looking Statements This communication contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as expect, anticipate, intend, plan, believe, seek, see, will, would, target, and similar expressions and variations or negatives of these words. On December 11, 2015, The Dow Chemical Company ( Dow ) and E. I. du Pont de Nemours and Company ( DuPont ) entered into an Agreement and Plan of Merger, as amended on March 31, 2017, (the Merger Agreement ) under which the companies would combine in an all-stock merger of equals transaction (the Merger ). Effective August 31, 2017, the Merger was completed and each of Dow and DuPont became subsidiaries of DowDuPont (Dow and DuPont, and their respective subsidiaries, collectively referred to as the "Subsidiaries"). Forward-looking statements by their nature address matters that are, to varying degrees, uncertain, including the intended separation, subject to approval of the Company s Board of Directors and customary closing conditions of DowDuPont s agriculture, materials science and specialty products businesses in one or more tax-efficient transactions on anticipated terms (the Intended Business Separations ). Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the Company s control. Some of the important factors that could cause DowDuPont s, Dow s or DuPont s actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) costs to achieve and achieving the successful integration of the respective agriculture, materials science and specialty products 7

13 businesses of Dow and DuPont, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, productivity actions, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined operations; (ii) costs to achieve and achievement of the anticipated synergies by the combined agriculture, materials science and specialty products businesses; (iii) risks associated with the Intended Business Separations, including conditions which could delay, prevent or otherwise adversely affect the proposed transactions, including possible issues or delays in obtaining required regulatory approvals or clearances related to the Intended Business Separations, associated costs, disruptions in the financial markets or other potential barriers; (iv) disruptions or business uncertainty, including from the Intended Business Separations, could adversely impact DowDuPont s business (either directly or as conducted by and through Dow or DuPont), or financial performance and its ability to retain and hire key personnel; (v) uncertainty as to the long-term value of DowDuPont common stock; and (vi) risks to DowDuPont s, Dow s and DuPont s business, operations and results of operations from: the availability of and fluctuations in the cost of energy and feedstocks; balance of supply and demand and the impact of balance on prices; failure to develop and market new products and optimally manage product life cycles; ability, cost and impact on business operations, including the supply chain, of responding to changes in market acceptance, rules, regulations and policies and failure to respond to such changes; outcome of significant litigation, environmental matters and other commitments and contingencies; failure to appropriately manage process safety and product stewardship issues; global economic and capital market conditions, including the continued availability of capital and financing, as well as inflation, interest and currency exchange rates; changes in political conditions, including trade wars and retaliatory actions; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, natural disasters and weather events and patterns which could result in a significant operational event for the Company, adversely impact demand or production; ability to discover, develop and protect new technologies and to protect and enforce the Company s intellectual property rights; failure to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio changes; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management s response to any of the aforementioned factors. These risks are and will be more fully discussed in the current, quarterly and annual reports filed with the U. S. Securities and Exchange Commission by DowDuPont. While the list of factors presented here is, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forwardlooking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on DowDuPont s, Dow s or DuPont s consolidated financial condition, results of operations, credit rating or liquidity. None of DowDuPont, Dow or DuPont assumes any obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the section titled Risk Factors (Part I, Item 1A) of DowDuPont s 2017 annual report on Form 10-K. The Dow Diamond, DuPont Oval logo, DuPont, the DowDuPont logo and all products, unless otherwise noted, denoted with, or are trademarks, service marks or registered trademarks of The Dow Chemical Company, E. I. du Pont de Nemours and Company, DowDuPont Inc. or their affiliates. Supplemental unaudited pro forma information for DowDuPont is presented to illustrate the estimated effects of the Merger, assuming that the Merger had been consummated on January 1, For 2017, activity prior to August 31, 2017 (the Merger Date ) was prepared on a pro forma basis and activity after the Merger Date was prepared on a combined U.S. GAAP basis. The unaudited pro forma information was prepared in accordance with Article 11 of Regulation S-X. Pro forma adjustments have been made for (1) the preliminary purchase accounting impact, (2) accounting policy alignment, (3) eliminate the effect of events that are directly attributable to the Merger Agreement (e.g., one-time transaction costs), (4) eliminate the impact of transactions between Dow and DuPont, and (5) eliminate the effect of consummated or probable and identifiable divestitures agreed to with certain regulatory agencies as a condition of approval for the Merger. Events that are not expected to have a continuing impact on the combined results (e.g., inventory step-up costs) are excluded. The unaudited pro forma information does not reflect restructuring or integration activities or other costs following the Merger that may be incurred to achieve cost or growth synergies of DowDuPont. The unaudited pro forma financial information provides shareholders with summary financial information and historical data that is on a basis consistent with how DowDuPont reports current financial information. Discussion of revenue, operating EBITDA and price/volume metrics on a divisional basis for Agriculture is based on the results of the Agriculture segment; for Materials Science is based on the combined results of the Performance Materials & Coatings, Industrial Intermediates & Infrastructure, and Packaging & Specialty Plastics segments; and for Specialty Products is based on the combined results of the Electronics & Imaging, Nutrition & Biosciences, Transportation & Advanced Polymers, and Safety & Construction segments. The divisional discussions are for informational purposes only and do not purport to be indicative of results, including on a pro forma basis, for each of Agriculture, Materials Science and Specialty Products on a standalone basis as if the Intended Business Separations had already occurred. Furthermore, the divisional discussions should not be construed as representative of future results of operations or financial condition for each of Agriculture, Materials Science and Specialty Products on a standalone basis in connection with the Intended Business Separations. 8

14 Merger of Equals Effective August 31, 2017, pursuant to the merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 (the "Merger Agreement"), The Dow Chemical Company ("Dow") and E. I. du Pont de Nemours & Company ("DuPont") each merged with subsidiaries of DowDuPont Inc. ("DowDuPont" or the "Company") and, as a result, Dow and DuPont became subsidiaries of DowDuPont Inc. (the "Merger"). Dow was determined to be the accounting acquirer in the Merger and, as a result, the historical financial statements of Dow, prepared under U.S. generally accepted accounting principles ("U.S. GAAP"), for the periods prior to the Merger are considered to be the historical financial statements of DowDuPont. Unaudited Pro Forma Financial Information In order to provide the most meaningful comparison of results of operations and results by segment, supplemental unaudited pro forma financial information has been included in the following financial schedules. The unaudited pro forma financial information is based on the historical consolidated financial statements and accompanying notes of both Dow and DuPont and has been prepared to illustrate the effects of the Merger, assuming the Merger had been consummated on January 1, For the three months ended March 31, 2017, pro forma adjustments have been made for (1) the preliminary purchase accounting impact, (2) accounting policy alignment, (3) the elimination of the effect of events that are directly attributable to the Merger Agreement (e.g., one-time transaction costs), (4) the elimination of the impact of transactions between Dow and DuPont, and (5) the elimination of the effect of consummated divestitures agreed to with certain regulatory agencies as a condition of approval for the Merger. The unaudited pro forma financial information was based on and should be read in conjunction with the separate historical financial statements and accompanying notes contained in each of the Dow and DuPont Quarterly Reports on Form 10-Q for the quarter ended March 31, The pro forma financial information was prepared in accordance with Article 11 of Regulation S-X. The results for the three months ended March 31, 2018, are presented on a U.S. GAAP basis. The unaudited pro forma financial information has been presented for informational purposes only and is not necessarily indicative of what DowDuPont's results of operations actually would have been had the Merger been completed as of January 1, 2016, nor is it indicative of the future operating results of DowDuPont. The unaudited pro forma information does not reflect restructuring or integration activities or other costs following the Merger that may be incurred to achieve cost or growth synergies of DowDuPont. For further information on the unaudited pro forma financial information, please refer to the Company's Current Report on Form 8-K dated October 26, Non-GAAP Financial Measures This earnings release includes information that does not conform to U.S. GAAP and are considered non-gaap measures. These measures include the Company's pro forma consolidated results and pro forma earnings per share on an adjusted basis. Management uses these measures internally for planning, forecasting and evaluating the performance of the Company's segments, including allocating resources. DowDuPont's management believes that these non-gaap measures best reflect the ongoing performance of the Company during the periods presented and provide more relevant and meaningful information to investors as they provide insight with respect to ongoing operating results of the Company and a more useful comparison of year-over-year results. These non-gaap measures supplement the Company's U.S. GAAP disclosures and should not be viewed as an alternative to U.S. GAAP measures of performance. Furthermore, such non-gaap measures may not be consistent with similar measures provided or used by other companies. Non-GAAP measures included in this release are defined below. Reconciliations for these non-gaap measures to GAAP are provided in the Selected Financial Information and Non-GAAP Measures starting on page 15. DowDuPont does not provide forward-looking U.S. GAAP financial measures or a reconciliation of forward-looking non-gaap financial measures to the most comparable U.S. GAAP financial measures on a forward-looking basis because the Company is unable to predict with reasonable certainty the ultimate outcome of pending litigation, unusual gains and losses, foreign currency exchange gains or losses, potential future asset impairments and purchase accounting fair value adjustments, as well as discrete taxable events, without unreasonable effort. These items are uncertain, depend on various factors, and could have a material impact on U.S. GAAP results for the guidance period. Adjusted earnings per share is defined as "Earnings per common share from continuing operations - diluted" excluding the after-tax impact of significant items and the after-tax impact of amortization expense associated with DuPont's intangible assets. Pro forma adjusted earnings per share is defined as "Pro Forma earnings per common share from continuing operations - diluted" excluding the after-tax impact of pro forma significant items and the after-tax impact of pro forma amortization expense associated with DuPont's intangible assets. Although amortization of DuPont's intangible assets is excluded from these non-gaap measures, management believes it is important for investors to understand that such intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in amortization of additional intangible assets. 9

15 Operating EBITDA is defined as earnings (i.e., "Income from continuing operations before income taxes") before interest, depreciation, amortization and foreign exchange gains (losses), excluding the impact of significant items. Pro forma operating EBITDA is defined as pro forma earnings (i.e., "Pro Forma income from continuing operations before income taxes") before interest, depreciation, amortization and foreign exchange gains (losses), excluding the impact of significant items. Discussion of segment revenue, operating EBITDA and price/volume metrics on a divisional basis for Agriculture is based on the results of the Agriculture segment; for Materials Science is based on the combined results of the Performance Materials & Coatings segment, the Industrial Intermediates & Infrastructure segment and the Packaging & Specialty Plastics segment; and for Specialty Products is based on the combined results of the Electronics & Imaging segment, the Nutrition and Biosciences segment, the Transportation & Advanced Polymers segment and the Safety & Construction segment. The Corporate segment is not included in the division metrics. The segment disclosures have been presented in this manner for informational purposes only and should not be viewed as an indication of each division s current or future operating results on a standalone basis assuming completion of the Intended Business Separations. 10

16 DowDuPont Inc. Consolidated Statements of Income Three Months Ended In millions, except per share amounts (Unaudited) Mar 31, 2018 Mar 31, 2017 Net sales $ 21,510 $ 13,230 Cost of sales 16,315 10,194 Research and development expenses Selling, general and administrative expenses 1, Amortization of intangibles Restructuring and asset related charges (credits) - net 262 (1) Integration and separation costs Equity in earnings of nonconsolidated affiliates Sundry income (expense) - net 115 (444) Interest expense and amortization of debt discount Income from continuing operations before income taxes 1,542 1,128 Provision for income taxes on continuing operations Income from continuing operations, net of tax 1, Loss from discontinued operations, net of tax (5) Net income 1, Net income attributable to noncontrolling interests Net income available for DowDuPont Inc. common stockholders $ 1,104 $ 888 Per common share data: Earnings per common share from continuing operations - basic $ 0.47 $ 0.74 Loss per common share from discontinued operations - basic Earnings per common share - basic $ 0.47 $ 0.74 Earnings per common share from continuing operations - diluted $ 0.47 $ 0.72 Loss per common share from discontinued operations - diluted Earnings per common share - diluted $ 0.47 $ 0.72 Dividends declared per share of common stock $ 0.38 $ 0.46 Weighted-average common shares outstanding - basic 2, ,202.5 Weighted-average common shares outstanding - diluted 2, ,222.1 Note: The consolidated statement of income for the three months ended March 31, 2018, reflects the results of Dow and DuPont and the consolidated statement of income for the three months ended March 31, 2017, reflects the results of Dow. 11

17 DowDuPont Inc. Consolidated Balance Sheets In millions, except per share amounts (Unaudited) Mar 31, 2018 Dec 31, 2017 Current Assets Assets Cash and cash equivalents (variable interest entities restricted : $140; 2017: $107) $ 10,281 $ 13,438 Marketable securities Accounts and notes receivable: Trade (net of allowance for doubtful receivables : $171; 2017: $127) 14,378 11,314 Other 5,410 5,579 Inventories 17,457 16,992 Other current assets 1,950 1,614 Total current assets 49,733 49,893 Investments Investment in nonconsolidated affiliates 5,182 5,336 Other investments (investments carried at fair value : $1,697; 2017: $1,512) 2,633 2,564 Noncurrent receivables Total investments 8,507 8,580 Property Property 74,329 73,304 Less accumulated depreciation 38,253 37,057 Net property (variable interest entities restricted : $869; 2017: $907) 36,076 36,247 Other Assets Goodwill 60,493 59,527 Other intangible assets (net of accumulated amortization : $6,024; 2017: $5,550) 32,966 33,274 Deferred income tax assets 1,754 1,869 Deferred charges and other assets 2,912 2,774 Total other assets 98,125 97,444 Total Assets $ 192,441 $ 192,164 Current Liabilities Liabilities and Equity Notes payable $ 2,411 $ 1,948 Long-term debt due within one year 2,707 2,067 Accounts payable: Trade 8,754 9,134 Other 4,376 3,727 Income taxes payable Accrued and other current liabilities 7,480 8,409 Total current liabilities 26,617 26,128 Long-Term Debt (variable interest entities nonrecourse : $225; 2017: $249) 29,343 30,056 Other Noncurrent Liabilities Deferred income tax liabilities 6,113 6,266 Pension and other postretirement benefits - noncurrent 18,225 18,581 Asbestos-related liabilities - noncurrent 1,207 1,237 Other noncurrent obligations 8,012 7,969 Total other noncurrent liabilities 33,557 34,053 Stockholders' Equity Common stock (authorized 5,000,000,000 shares of $0.01 par value each; issued 2018: 2,348,787,059 shares; 2017: 2,341,455,518 shares) Additional paid-in capital 81,518 81,257 Retained earnings 29,366 29,211 Accumulated other comprehensive loss (7,497) (8,972) Unearned ESOP shares (150) (189) Treasury stock at cost (2018: 28,241,499 shares; 2017: 14,123,049 shares) (2,000) (1,000) DowDuPont's stockholders' equity 101, ,330 Noncontrolling interests 1,664 1,597 Total equity 102, ,927 Total Liabilities and Equity $ 192,441 $ 192,164

18 12

19 DowDuPont Inc. Pro Forma Consolidated Statements of Income Three Months Ended Mar 31, 2018 Mar 31, 2017 In millions, except per share amounts (Unaudited) As Reported Pro Forma Net sales $ 21,510 $ 20,467 Cost of sales 1 16,315 14,433 Research and development expenses Selling, general and administrative expenses 1 1,714 1,810 Amortization of intangibles Restructuring and asset related charges - net Integration and separation costs Equity in earnings of nonconsolidated affiliates Sundry income (expense) - net (347) Interest expense and amortization of debt discount Income from continuing operations before income taxes 1,542 2,210 Provision for income taxes on continuing operations Income from continuing operations, net of tax 1,153 1,929 Net income attributable to noncontrolling interests Net income from continuing operations available for DowDuPont Inc. common stockholders $ 1,109 $ 1,892 Per common share data: Earnings per common share from continuing operations - basic $ 0.47 $ 0.82 Earnings per common share from continuing operations - diluted $ 0.47 $ 0.81 Weighted-average common shares outstanding - basic 2, ,315.7 Weighted-average common shares outstanding - diluted 2, , Amounts shown in the pro forma consolidated statement of income for the three months ended March 31, 2017, have been updated from the Company's Current Report on Form 8-K dated October 26, 2017, to reflect reclassifications required under Accounting Standards Update , "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost," which was adopted on January 1, 2018 and required retrospective application. 13

20 DowDuPont Inc. Net Sales by Segment and Geographic Region Net Sales by Segment and Geographic Region Three Months Ended Mar 31, 2018 Mar 31, 2017 In millions (Unaudited) As Reported Pro Forma Agriculture $ 3,808 $ 5,049 Performance Materials & Coatings 2,304 2,063 Industrial Intermediates & Infrastructure 3,715 2,847 Packaging & Specialty Plastics 6,010 5,382 Electronics & Imaging 1,153 1,164 Nutrition & Biosciences 1,720 1,424 Transportation & Advanced Polymers 1,425 1,251 Safety & Construction 1,299 1,213 Corporate Total $ 21,510 $ 20,467 U.S. & Canada $ 7,909 $ 8,715 EMEA 1 6,919 5,808 Asia Pacific 4,790 4,074 Latin America 1,892 1,870 Total $ 21,510 $ 20,467 Pro Forma Net Sales Variance by Segment, Geographic Region and Division Three Months Ended Mar 31, 2018 Percent change from prior year Local Price & Product Mix Currency Volume Portfolio / Other 2 Total Agriculture 1% 2% (28)% % (25)% Performance Materials & Coatings 9 4 (1) 12 Industrial Intermediates & Infrastructure Packaging & Specialty Plastics Electronics & Imaging (5) (1) Nutrition & Biosciences Transportation & Advanced Polymers Safety & Construction Total 3% 4% (2)% % 5 % U.S. & Canada 2% % (12)% 1 % (9)% EMEA Asia Pacific Latin America 5 (5) 1 1 Total 3% 4% (2)% % 5 % Agriculture 1% 2% (28)% % (25)% Materials Science Specialty Products Total 3% 4% (2)% % 5 % 1. Europe, Middle East and Africa. 2. Pro forma net sales for Agriculture excludes sales related to the November 30, 2017, divestiture of a portion of Dow AgroSciences' corn seed business in Brazil for the period January 1, 2017 through March 31, Pro forma net sales for Packaging & Specialty Plastics excludes sales related to the September 1, 2017, divestiture of the global Ethylene Acrylic Acid ("EAA") copolymers and ionomers business for the period January 1, 2017 through March 31, Portfolio & Other includes sales for the acquisition of the H&N Business acquired on November 1, 2017, impacting Nutrition & Biosciences. Portfolio & Other also reflects the following divestitures: SKC Haas Display Films group of companies (divested June 30, 2017) and the authentication business (divested on January 6, 2017), both impacting Electronics & Imaging; and, the divestiture of the global food safety diagnostic business (divested February 28, 2017), impacting Nutrition & Biosciences. 14

21 DowDuPont Inc. Selected Financial Information and Non-GAAP Measures Operating EBITDA by Segment 1 Three Months Ended Mar 31, 2018 Mar 31, 2017 In millions (Unaudited) As Reported Pro Forma Agriculture $ 891 $ 1,461 Performance Materials & Coatings Industrial Intermediates & Infrastructure Packaging & Specialty Plastics 1,301 1,114 Electronics & Imaging Nutrition & Biosciences Transportation & Advanced Polymers Safety & Construction Corporate (169) (211) Total $ 4,871 $ 4,614 Equity in Earnings (Losses) of Nonconsolidated Affiliates by Segment 2 Three Months Ended Mar 31, 2018 Mar 31, 2017 In millions (Unaudited) As Reported Pro Forma Agriculture $ (1) $ 4 Performance Materials & Coatings Industrial Intermediates & Infrastructure Packaging & Specialty Plastics Electronics & Imaging 7 6 Nutrition & Biosciences 3 6 Transportation & Advanced Polymers 3 Safety & Construction 5 6 Corporate (9) (10) Total $ 257 $ 208 Reconciliation of "Income from continuing operations, net of tax" to "Operating EBITDA" Three Months Ended Mar 31, 2018 Mar 31, 2017 In millions (Unaudited) As Reported Pro Forma Income from continuing operations, net of tax $ 1,153 $ 1,929 + Provision for income taxes on continuing operations Income from continuing operations before income taxes $ 1,542 $ 2,210 + Depreciation and amortization 1,484 1,368 - Interest income Interest expense and amortization of debt discount Foreign exchange gains (losses), net 3, 4 (98) (85) - Significant items 5 (1,452) (727) Operating EBITDA 1 $ 4,871 $ 4, The Company uses Operating EBITDA (for the three months ended March 31, 2018) and Pro Forma Operating EBITDA (for the three months ended March 31, 2017), as its measure of profit/loss for segment reporting. The Company defines Operating EBITDA as earnings (i.e., Income from continuing operations before income taxes ) before interest, depreciation, amortization and foreign exchange gains (losses), excluding the impact of significant items. Pro Forma Operating EBITDA is defined as pro forma earnings (i.e., pro forma Income from continuing operations before income taxes ) before interest, depreciation, amortization and foreign exchange gains (losses), excluding the impact of adjusted significant items. 2. Does not exclude the impact of significant items. 3. Included in "Sundry income (expense) - net." 4. Excludes a $50 million pretax foreign exchange loss significant item related to adjustments to foreign currency exchange contracts for the change in the U.S. tax rate. 5. For the three months ended March 31, 2017, significant items exclude the impact of one-time transaction costs directly attributable to the Merger and reflected in the pro forma adjustments. 15

22 DowDuPont Inc. Selected Financial Information and Non-GAAP Measures Significant Items Impacting Results for the Three Months Ended Mar 31, 2018 In millions, except per share amounts (Unaudited) Pretax 1 Net Income 2 EPS 3 Income Statement Classification Reported results $ 1,542 $ 1,109 $ 0.47 Less: Significant items Inventory step-up amortization (703) (618) (0.26) Cost of sales Integration and separation costs (457) (356) (0.15) Integration and separation costs Restructuring and asset related charges - net (262) (205) (0.09) Restructuring and asset related charges (credits) - net Gain on sale of business/entity Sundry income (expense) - net Income tax related items 5 (50) (109) (0.05) Total significant items $ (1,452) $ (1,273) $ (0.54) Less: DuPont amortization of intangibles (315) (249) (0.11) Amortization of intangibles Adjusted results (non-gaap) $ 3,309 $ 2,631 $ 1.12 Sundry income (expense) - net ($50 million); Provision for income taxes on continuing operations ($71 million) Significant Items Impacting Pro Forma Results for the Three Months Ended Mar 31, 2017 In millions, except per share amounts (Unaudited) Pretax 1 Net Income 2 EPS 3 Income Statement Classification Pro forma results $ 2,210 $ 1,892 $ 0.81 Less: Significant items Litigation related charges, awards and judgments 6 (469) (295) (0.12) Sundry income (expense) - net Integration and separation costs (242) (162) (0.07) Integration and separation costs Restructuring and asset related charges - net (152) (100) (0.04) Restructuring and asset related charges (credits) - net Gain on sale of business/entity Sundry income (expense) - net Transaction costs and productivity actions (26) (16) (0.01) Cost of sales ($23 million); Selling, general and administrative expenses ($3 million) Income tax related items Provision for income taxes on continuing operations Total significant items $ (727) $ (387) $ (0.16) Less: DuPont amortization of intangibles (273) (186) (0.08) Amortization of intangibles Adjusted pro forma results (non-gaap) $ 3,210 $ 2,465 $ "Income from continuing operations before income taxes" or pro forma "Income from continuing operations before income taxes." 2. "Net income available for DowDuPont common stockholders" excluding the impact of discontinued operations, or pro forma "Net income from continuing operations available for DowDuPont Inc. common stockholders." The income tax effect on significant items was calculated based upon the enacted tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-gaap adjustment. 3. "Earnings per common share from continuing operations - diluted" or pro forma "Earnings per common share from continuing operations - diluted." 4. Includes a $20 million pretax gain related to Dow's sale of its equity interest in MEGlobal. 5. Related to effects of U.S. Tax Reform. Impacts include a $50 million pretax foreign exchange loss ($38 million after-tax) related to adjustments to foreign currency exchange contracts for the change in the U.S. tax rate. 6. Pretax charge for Dow AgroSciences' arbitration matter with Bayer CropScience. 7. Related to the sale of DuPont's global food safety diagnostics business. 8. Related to a reduction in DuPont's unrecognized tax benefits and reversal of associated interest, due to the closure of various tax statutes of limitations. 16

23 DowDuPont 1Q18 Earnings Conference Call May 3, 2018

24 Safe Harbor Statement Regulation G This presentation includes information that does not conform to U.S. GAAP and are considered non-gaap measures. These measures include the Company's pro forma consolidated results and pro forma earnings per share on an adjusted basis, which excludes the after-tax impact of pro forma significant items and the after-tax impact of pro forma amortization expense associated with DuPont's intangible assets. Management uses these measures internally for planning, forecasting and evaluating the performance of the Company's segments, including allocating resources. DowDuPont's management believes that these non-gaap measures best reflect the ongoing performance of the Company during the periods presented and provide more relevant and meaningful information to investors as they provide insight with respect to ongoing operating results of the Company and a more useful comparison of year-over-year results. These non-gaap measures supplement the Company's U.S. GAAP disclosures and should not be viewed as an alternative to U.S. GAAP measures of performance. Furthermore, such non-gaap measures may not be consistent with similar measures provided or used by other companies. Reconciliations of non-gaap measures to GAAP are provided in the financial schedules attached to the earnings news release and the Investor Relations section of the Company s website. DowDuPont does not provide forward-looking GAAP financial measures or a reconciliation of forward-looking non-gaap financial measures to the most comparable GAAP financial measures on a forward- looking basis because the Company is unable to predict with reasonable certainty the ultimate outcome of pending litigation, unusual gains and losses, foreign currency exchange gains or losses, potential future asset impairments and purchase accounting fair value adjustments, as well as discrete taxable events, without unreasonable effort. These items are uncertain, depend on various factors, and could have a material impact on GAAP results for the guidance period. Operating EBITDA is defined as earnings (i.e., Income from continuing operations before income taxes ) before interest, depreciation, amortization and foreign exchange gains (losses), excluding significant items. Pro forma Operating EBITDA is defined as pro forma earnings (i.e., pro forma Income from continuing operations before income taxes ) before interest, depreciation, amortization and foreign exchange gains (losses), excluding the impact of adjusted significant items. Adjusted EPS is defined as Earnings per common share from continuing operations diluted excluding the after-tax impact of significant items and the after-tax impact of amortization expense associated with DuPont s intangible assets. Pro forma Adjusted EPS is defined as Pro forma earnings per common share from continuing operations diluted excluding the after-tax impact of pro forma significant items and the after-tax impact of pro forma amortization expense associated with DuPont s intangible assets. Full year and prior year information is on a pro forma basis and was determined in accordance with Article 11 of Regulation S-X. Cautionary Statement about Forward-Looking Statements This communication contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as expect, anticipate, intend, plan, believe, seek, see, will, would, target, and similar expressions and variations or negatives of these words. On December 11, 2015, The Dow Chemical Company ( Dow ) and E. I. du Pont de Nemours and Company ( DuPont ) entered into an Agreement and Plan of Merger, as amended on March 31, 2017, (the Merger Agreement ) under which the companies would combine in an all-stock merger of equals transaction (the Merger ). Effective August 31, 2017, the Merger was completed and each of Dow and DuPont became subsidiaries of DowDuPont (Dow and DuPont, and their respective subsidiaries, collectively referred to as the "Subsidiaries"). Forward-looking statements by their nature address matters that are, to varying degrees, uncertain, including the intended separation, subject to approval of the Company s Board of Directors, and customary closing conditions, of DowDuPont s agriculture, materials science and specialty products businesses in one or more tax-efficient transactions on anticipated terms (the Intended Business Separations ). Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the Company s control. Some of the important factors that could cause DowDuPont s, Dow s or DuPont s actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) costs to achieve and achieving the successful integration of the respective agriculture, materials science and specialty products businesses of Dow and DuPont, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, productivity actions, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined operations; (ii) costs to achieve and achievement of the anticipated synergies by the combined agriculture, materials science and specialty products businesses; (iii) risks associated with the Intended Business Separations, including conditions which could delay, prevent or otherwise adversely affect the proposed transactions, including possible issues or delays in obtaining required regulatory approvals or clearances related to the Intended DowDuPont. All rights reserved.

25 Safe Harbor Statement, continued Forward-Looking Statements, continued Business Separations, associated costs, disruptions in the financial markets or other potential barriers; (iv) disruptions or business uncertainty, including from the Intended Business Separations, could adversely impact DowDuPont s business (either directly or as conducted by and through Dow or DuPont), or financial performance and its ability to retain and hire key personnel; (v) uncertainty as to the long-term value of DowDuPont common stock; and (vi) risks to DowDuPont s, Dow s and DuPont s business, operations and results of operations from: the availability of and fluctuations in the cost of feedstocks and energy; balance of supply and demand and the impact of balance on prices; failure to develop and market new products and optimally manage product life cycles; ability, cost and impact on business operations, including the supply chain, of responding to changes in market acceptance, rules, regulations and policies and failure to respond to such changes; outcome of significant litigation, environmental matters and other commitments and contingencies; failure to appropriately manage process safety and product stewardship issues; global economic and capital market conditions, including the continued availability of capital and financing, as well as inflation, interest and currency exchange rates; changes in political conditions, including trade disputes and retaliatory actions; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, natural disasters and weather events and patterns which could result in a significant operational event for the Company, adversely impact demand or production; ability to discover, develop and protect new technologies and to protect and enforce the Company s intellectual property rights; failure to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio changes; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management s response to any of the aforementioned factors. These risks are and will be more fully discussed in the current, quarterly and annual reports filed with the U. S. Securities and Exchange Commission by DowDuPont. While the list of factors presented here is, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on DowDuPont s, Dow s or DuPont s consolidated financial condition, results of operations, credit rating or liquidity. None of DowDuPont, Dow or DuPont assumes any obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the section titled Risk Factors (Part I, Item 1A) of DowDuPont s 2017 annual report on Form 10-K. The Dow Diamond, DuPont Oval logo, DuPont, the DowDuPont logo and all products, unless otherwise noted, denoted with, or are trademarks, service marks or registered trademarks of The Dow Chemical Company, E. I. du Pont de Nemours and Company, DowDuPont Inc. or their affiliates. In order to provide the most meaningful comparison of results of operations and results by segment, supplemental unaudited pro forma financial information has been included in the following financial schedules. The unaudited pro forma financial information is based on the historical consolidated financial statements and accompanying notes of both Dow and DuPont and has been prepared to illustrate the effects of the Merger, assuming the Merger had been consummated on January 1, The results for the three months ended March 31, 2018, are presented on a U.S. GAAP basis. For all other periods presented, adjustments have been made for (1) the preliminary purchase accounting impact, (2) accounting policy alignment, (3) eliminate the effect of events that are directly attributable to the Merger Agreement (e.g., one-time transaction costs), (4) eliminate the impact of transactions between Dow and DuPont, and (5) eliminate the effect of consummated divestitures agreed to with certain regulatory agencies as a condition of approval for the Merger. The unaudited pro forma financial information was based on and should be read in conjunction with the separate historical financial statements and accompanying notes contained in each of the Dow and DuPont Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K for the applicable periods. The pro forma financial statements were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma financial information has been presented for informational purposes only and is not necessarily indicative of what DowDuPont's results of operations actually would have been had the Merger been completed as of January 1, 2016, nor is it indicative of the future operating results of DowDuPont. The unaudited pro forma financial information does not reflect any cost or growth synergies that DowDuPont may achieve as a result of the Merger, future costs to combine the operations of Dow and DuPont or the costs necessary to achieve any cost or growth synergies. Discussion of revenue, operating EBITDA and price/volume metrics on a divisional basis for Agriculture is based on the results of the Agriculture segment; for Materials Science is based on the combined results of the Performance Materials & Coatings, Industrial Intermediates & Infrastructure, and Packaging & Specialty Plastics segments; and for Specialty Products is based on the combined results of the Electronics & Imaging, Nutrition & Biosciences, Transportation & Advanced Polymers, and Safety & Construction segments. The divisional discussions are for informational purposes only and do not purport to be indicative of results, including on a pro forma basis, for each of Agriculture, Materials Science and Specialty Products on a standalone basis as if the Intended Business Separations had already occurred. Furthermore, the divisional discussions should not be construed as representative of future results of operations or financial condition for each of Agriculture, Materials Science and Specialty Products on a standalone basis in connection with the Intended Business Separations DowDuPont. All rights reserved.

26 First Quarter Highlights DowDuPont. All rights reserved. Financial & Operational Highlights Sales grew 5% with gains in most segments and geographies Materials Science +17% and Specialty Products +11%, each with gains in all regions Local price and volume gains in Materials Science and Specialty Products more than offset weather-related declines in Ag Operating EBITDA increased 6%, up in all segments except Ag Materials Science +23% and Specialty Products +25% Adjusted EPS rose 7% Cost Synergy Highlights >$300MM of cost synergy savings in 1Q On pace to deliver 75% of $3.3B run-rate by end of 3Q18 Raising year-over-year cost savings target in 2018 to $1.2B

27 Market Access: Deliver a full farm solution via the combination of seeds, crop protection & services New Business Model: Recover divested businesses Innovation & Technology: Incremental pipeline value from launching in additional regions & brands Portfolio: Portfolio combinations & crop protection mixtures; seed treatment enhancements from larger proprietary portfolio Target: ~$500MM 2018 DowDuPont. All rights reserved. Holistic solution offerings provide customers with a one stop shop for a given structure & differentiated offerings by upgrading PE with ECP Packaging: Differentiated offerings in tie layers to improve durability, recyclability & product shelf life Health & Hygiene: Expanded non- wovens portfolio to satisfy unmet demands for improved softness & noise reduction Infrastructure: Drive growth in polymer modifiers, which enable weight reduction & improved wear, through value chain integration Consumer: Broad offering in footwear & cosmetics to improve bonding, processing & blending for improved comfort, performance & durability Target: ~$100MM Electronics & Imaging: Partner with leading OEMs to create integrated offerings & new products that leverage enhanced capability across circuit, semiconductor & display Safety & Construction: Improved market access & integrated application development in construction & filtration markets Transportation & Advanced Polymers: Expanded market access, application development & leverage compounding capabilities for auto, electronics and medical markets Nutrition & Biosciences: Grow food, pharma & microbial portfolio; leverage key account management, channel access & commercial capabilities Target: ~$400MM Growth Synergies Update 5

28 Forms 10 Complete equity roadshows Complete IT systems and legal entity transitions File initial Forms 10 Begin to deploy IT systems and stand up legal entities Finalize assets and liabilities by spin Finalize agreement terms Complete IT design and test Establish new legal entities in ~60 countries Secure right to operate Separate facilities by spin Design, test and implement IT systems; transfer IT system to respective spin Set up public company-ready corporate functions, employees and facilities in each spin Assign all assets and liabilities to spins Negotiate terms of agreements (site services, material purchases, IP, separation agreements) Finalize capital structures of spins Draft, cycle and obtain effectiveness of Forms 10 with the SEC Name management teams for intended companies Hold equity roadshows Materials Science by end of 1Q 2019 Specialty Products formed when Ag separates by June 1, DowDuPont. All rights reserved. 6 Anticipated Timeline to Expected Spins S e p arat io n A ct iv it ie s T ran s a c ti o n A ct iv it ie s 3Q19 3Q18 1Q19 1Q18

29 1Q 2018 Financial Highlights DowDuPont. All rights reserved. Highlights Price increases in all divisions Volume growth in Materials Science and Specialty Products Accelerating cost synergies Favorable currency impact Lower pension & OPEB costs Higher equity earnings Weather-related declines in Agriculture Higher feedstock costs Weather-related supply disruptions in Materials Science Increased turnaround activity $0.67 $1.08 1Q1 7 P ri ce & v olu m e C os t sy n e rg ie s C u rr e n cy P e n sion /O P E B E q ui ty E a rni n g s T a x Tu rn a roun d s & w e a th e r- re la te d ou ta g e s W e a th e r- re la te d A g se a son d e la ys 1Q1 8 $1.05 $1.12 Financial Performance Snapshot 1Q18 1Q17 B/(W) Net Sales ($MM) 21,510 20,467 1,043 Operating EBITDA ($MM) 4,871 4, GAAP EPS from Continuing Operations ($/share) (0.25) Adjusted EPS ($/share) Q 2018 Pro Forma Adjusted EPS Variance 1. Prior year net sales and non-gaap information is on a pro forma basis and was determined in accordance with Article 11 of Regulation S-X.

30 Materials Science Highlights Performance Materials & Coatings Sales up 12%, driven by local price increases, a currency tailwind and double-digit sales growth in Consumer Solutions Consumer Solutions benefited from strong price gains, robust demand growth in personal & home care markets, traction on growth synergies and disciplined margin management in silicone intermediates Op. EBITDA up 31% on higher pricing, improved product mix and cost and growth synergies 2018 DowDuPont. All rights reserved. Jen/Ann YoY Sales Change: Vol -1%, Local Price +9%, Currency +4%, Port./Other Division Highlights 1Q18 1Q17 Net Sales ($MM) 12,029 10,292 Op. EBITDA ($MM) 2,583 2,107 Op. EBITDA Margin 21.5% 20.5% Net sales up 17%; Op. EBITDA grew 23% with double-digit gains in all segments; Op. EBITDA margin expanded 100 basis points $81MM benefit to equity earnings on improved Sadara results YoY Sales Change: Vol +8%, Local Price 0%, Currency +4%, Port./Other Polyurethanes & CAV benefited from improved pricing and customer wins in downstream systems applications, improved supply from new capacity at Sadara and ongoing tight MDI and caustic soda fundamentals Industrial Solutions sales grew in consumer-led applications, including electronics processing, crop defense and food and pharma Op. EBITDA up 28% on higher price, demand growth, cost synergies and increased equity earnings Sales up 12%; volume grew 8% with gains in all geographic regions Robust demand growth in food & specialty, industrial & consumer and rigid packaging end-markets Local price increases in ethylene derivatives were offset by declines in hydrocarbons prices Op. EBITDA up 17% as PE price increases, volume gains supported by growth projects, higher equity earnings and cost synergies more than offset increased feedstock costs Industrial Intermediates & Infrastructure Packaging & Specialty Plastics Division Sales Change Vol +8% Local Price +5% Currency +4% Port./Other 8 1Q18 1Q17 Net Sales ($MM) 2,304 2,063 Op. EBITDA ($MM) Op. EBITDA Margin 27.3% 23.3% 1Q18 1Q17 Net Sales ($MM) 3,715 2,847 Op. EBITDA ($MM) Op. EBITDA Margin 17.6% 18.0% 1Q18 1Q17 Net Sales ($MM) 6,010 5,382 Op. EBITDA ($MM) 1,301 1,114 Op. EBITDA Margin 21.6% 20.7% YoY Sales Change: Vol +14%, Local Price +11%, Currency +5%, Port./Other Prior year information is on a pro forma basis and was determined in accordance with Article 11 of Regulation S-X.

31 Specialty Products Highlights Electronics & Imaging 1Q18 1Q17 Net Sales ($MM) 1,153 1,164 Op. EBITDA ($MM) Op. EBITDA Margin 31.0% 28.1% Continued strong demand in key end markets, led by double-digit growth in semis and interconnect solutions; partially offset by declines in PV & Adv. Materials Op. EBITDA up 9% as lower pension/opeb costs, cost synergies, volume growth and a currency benefit more than offset a negative impact from portfolio and higher unit costs DowDuPont. All rights reserved. Jen/Ann YoY Sales change: Vol +1%, Local Price +1% Currency +2%, Port./Other (5)% Division Highlights 1Q18 1Q17 Net Sales ($MM) 5,597 5,052 Op. EBITDA ($MM) 1,566 1,257 Op. EBITDA Margin 28.0% 24.9% Volume gains delivered by all four segments in most regions Op. EBITDA margin expanded by 310 bps; growth in all segments 1Q18 1Q17 Net Sales ($MM) 1,720 1,424 Op. EBITDA ($MM) Op. EBITDA Margin 24.3% 22.3% YoY Sales change: Vol +4%, Local Price +1% Currency +4%, Port./Other +12% 1Q18 1Q17 Net Sales ($MM) 1,425 1,251 Op. EBITDA ($MM) Op. EBITDA Margin 30.7% 25.7% YoY Sales change: Vol +3%, Local Price +5% Currency +6%, Port./Other 1Q18 1Q17 Net Sales ($MM) 1,299 1,213 Op. EBITDA ($MM) Op. EBITDA Margin 27.3% 24.1% YoY Sales change: Vol +3%, Local Price Currency +4%, Port./Other Volume growth led by N&H with double-digit growth in probiotics and pharma, coupled with gains in systems & texturants Volume growth in IB led by double-digits gains in CleanTech, coupled with growth in microbial control solutions and bioactives Op. EBITDA up 32% on a portfolio benefit, volume growth, cost synergies and lower pension/opeb costs Gains in local price were driven by nylon and polyesters amid tight supply and higher feedstock costs Volume gains led by performance solutions for electronics and aerospace markets; performance resins also up Op. EBITDA rose 36% on lower pension/opeb costs, currency, sales gains and cost synergies Volume gains were led by Tyvek and Nomex Demand from industrial markets remained strong; construction sales reflected weather-related delays Op. EBITDA increased 21% primarily due to lower pension/opeb costs, cost synergies, reliability improvements and currency; partially offset by higher costs Nutrition & Biosciences Transportation & Advanced Polymers Safety & Construction Division Sales Change Vol +3% Local Price +2% Currency +4% Port./Other +2% Prior year information is on a pro forma basis and was determined in accordance with Article 11 of Regulation S-X.

32 2018 DowDuPont. All rights reserved. U.S. Weather Impact on Agriculture Segment 10 Key Business Data Points Many seed reps provide deliveries to our farmer customers within a few days or less of planting A majority of Pioneer-branded seed in the U.S. is delivered over a 4-week period just ahead of planting Currently corn plantings are expected to be ~3-4 weeks delayed Corn shipments through April 1 were ~1/3 of previous year Soil temps of 50 degrees are optimal for corn planting Majority of corn belt was still below 50 degrees on April 1 Soil Temperatures April 1-7, 2018 U.S. Corn Planting Progress Source: USDA

33 Agriculture Highlights 1Q18 1Q17 Net Sales ($MM) 3,808 5,049 Op. EBITDA ($MM) 891 1,461 Op. EBITDA Margin 23.4% 28.9% YoY Sales change: Vol (28)%, Local Price +1% Currency +2%, Port./Other First Quarter Results First Half Outlook Innovation Seed sales of $2.3 billion declined 34% driven by a delayed start to the Northern Hemisphere and Brazil seasons and an expected reduction in planted area in the North American and Brazil seasons. Volume was also negatively impacted by lower sales in Brazil as farmers moved towards lower technology corn offerings due to the shortened safrinha season. Crop Protection sales of $1.5 billion declined 3% as favorable price and currency were more than offset by lower volumes due to the delayed seasons. Volume reductions were partially offset by strong insecticide sales growth and local selling price increases in crop protection driven by continuing efforts to capture value in established brands across the portfolio globally. Operating EBITDA of $891 million declined 39% due to the delay in Northern Hemisphere and Brazil seasons and lower expected planted area in North America and Brazil, which was partially offset by cost synergies, favorable currency, higher local pricing and lower pension/opeb costs. 11 First half sales expected to decline low-single digits percent and operating EBITDA is expected to decline mid-single digits percent versus prior year. Expected growth in new product sales, local pricing gains, and cost synergy realization are anticipated to be more than offset by lower planted area in North America and Brazil, a lower-technology seed mix in Brazil, and higher product costs driven by higher soybean royalty costs DowDuPont. All rights reserved. Select new products contributing to growth in 2018 (weighted towards 2H) RinskorTM and ArylexTM herbicides VessaryaTM and ZorvecTM fungicides PyraxaltTM and IsoclastTM insecticides Q Net Sales Seed Crop Protection Prior year information is on a pro forma basis and was determined in accordance with Article 11 of Regulation S-X.

34 DowDuPont. All rights reserved. 2Q18 Modeling Guidance 2 Q 1 8 Corporate Segment Operating EBITDA ($190)MM ($210)MM Operational Tax Rate (excl. EGL, DuPont Amort. & Sig. Items) 20-23% D&A (includes the DuPont Amortization expense below) $1.5B $1.6B (includes step-up D&A) DuPont Non-operating pension/opeb (included in Op. EBITDA) $190MM $200MM YoY DuPont Amortization expense (this is added back while calculating Adj. EPS) ~$320MM pre-tax Taxed at ~21% Net Interest Expense (net of Interest Income, which is reported in Sundry Income/Expense line) $320MM $350MM Net Income attributable to non-controlling Interests (reduced from net income) ~$40MM Share Count ~2,330MM Division Outlook (2Q18 vs. 2Q171) Net Sales Op. EBITDA (incl. Equity Earnings) Agriculture Up low-twenties percent 1H down low-single digits percent Up high-thirties percent 1H down mid-single digits percent Materials Science Up low- to mid-teens percent Up mid-teens percent Electronics & Imaging Down low-single digits percent Down mid-single digits percent (Up mid-single digits percent)2 Nutrition & Biosciences Up mid-teens percent Up low-thirties percent Transportation & Advanced Polymers Up about 10% Up high-thirties percent Safety & Construction Up high-single digits percent Up mid-thirties percent Net Sales: $23.3B - $24.0B up ~14% Op. EBITDA: $5.3B - $5.5B up ~23% 1. All 2Q17 numbers are on a pro forma basis 2. Excluding gain on sale of business in 2Q17 Refer to slide 15 in Appendix for additional commentary on segment outlook YoY Synergy Savings Realized in 2Q18: $325MM $350MM S p ec. P ro d u ct s

35

36 Appendix

37 15 2Q18 Segment Expectations 1. 2Q17 on a pro forma basis Segments Key Sales and Operating EBITDA Outlook Drivers (2Q18 vs. 2Q171) Safety & Construction Sales to be up by the high-single digits percent on currency benefits and volume gains from building solutions, filtration and Tyvek enterprise. Operating EBITDA estimated to increase by the mid-thirties percent on lower pension/opeb costs, sales gains, cost synergies, and improved plant performance, partly offset by higher costs. Transportation & Advanced Polymers Sales to rise by about 10 percent due to local price, currency benefits and volume gains, reflecting new product launches and strong market demand. Operating EBITDA projected to increase by the high-thirties percent on gains from favorable currency, cost synergies, lower pension/opeb expense, higher local price and volume gains, partly offset by higher raw materials costs. Nutrition & Biosciences Sales expected to be up mid-teens percent on benefits from portfolio-related actions (FMC acquisition), currency and local price and volume gains. Operating EBITDA expected to be up in the low-thirty percent range on sales gains, cost synergies, lower pension/opeb costs, partially offset by higher costs due to growth investments. Electronics & Imaging Sales expected to be down low-single digits percent as volume growth and a benefit from currency will be more than offset by a negative impact from portfolio-related actions and lower local price. Operating EBITDA expected to be down mid-single digits percent as cost synergies, lower pension/opeb costs and volume growth will be more than offset by the absence of a prior year gain on the sale of a business ($48 million) and lower local price. Refer in conjunction with slide DowDuPont. All rights reserved. Agriculture Second quarter sales expected to increase low-twenties percent driven by higher volumes from the delayed start to the planting season in the Northern Hemisphere and higher local selling price partially offset by expected lower planted area in the Northern Hemisphere. Second quarter Operating EBITDA expected to increase high-thirties percent driven by higher volumes, cost synergies, higher local selling price, and lower pension/opeb cost partially offset by higher soybean royalty costs and higher commissions due to the timing of seed sales. First half sales expected to decline low-single digits and first half Operating EBITDA to decline mid-single digits due to expected lower planted area in the Northern Hemisphere and Brazil, weaker Brazil seed sales due to the shortened safrinha season, and higher soybean royalty costs partially offset by higher local selling price, cost synergies, favorable currency and lower pension/opeb costs. Packaging & Specialty Plastics Sales growth supported by new capacity from the U.S. Gulf Coast and currency tailwinds. Operating EBITDA up modestly as earnings contribution from new capacity, pricing gains, lower startup costs (~$20MM in 2Q18) and cost synergies are partly offset by higher feedstock costs, increased turnaround activity ($130 to $150MM) and lack of a prior one time benefit ($23MM). 2Q18 equity earnings expected to improve (up ~$25MM), driven by a reduction in Sadara equity losses. Industrial Intermediates & Infrastructure Sales and Operating EBITDA growth on volume from new Sadara capacity and pricing momentum supported by tight supply-demand fundamentals and currency on top of ramping cost synergies. 2Q18 equity earnings expected to improve (up ~$110MM), driven by ramp up in Sadara volume and higher earnings from EQUATE. Performance Materials & Coatings Sales up on pricing momentum and currency tailwinds with strong downstream market demand expected to continue. Operating EBITDA growth driven by pricing gains and volume/mix, especially in upstream Silicone intermediates as well as cost synergies. 2Q18 HSC equity earnings are expected to be ~$25MM.