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Bank of America 38th Annual Investment Conference
1. Dow’s Transformation In Action
Geoffery E. Merszei
Executive Vice President &
Chief Financial Officer
September 17, 2008
Bank of America 38th Annual Investment Conference
2. Agenda
►Who Is Dow
►Financial Performance
►Transformational Strategy
►Strategy in Action
– Formation of K-Dow Petrochemicals
– Acquisition of Rohm and Haas
►Summary
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Bank of America 38th Annual Investment Conference
3. Diversified Portfolio
2007 Sales by Segment 2007 Sales by Geography
India, Middle
Unallocated &
East and
Hydrocarbons Other 1% Latin Africa 2%
& Energy 13%
America
Performance
11%
Plastics North
Basic
28% America
Chemicals
Asia 38%
11%
Pacific
12%
$54 B
$54 B
Basic
Plastics Europe
Performance
24% 37%
Chemicals
Agricultural 16%
Sciences 7%
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Bank of America 38th Annual Investment Conference
4. A Strong Basics Franchise
► 2007 Sales* - $29B
LyondellBasell
► 8,800 Dow people
SABIC
Sinopec
► 6,000 global customers
Dow Chemical
► 35 Dow sites; 6 JV sites
Royal Dutch Shell
Exxon Mobil
► Renowned product brands
INEOS Group
Formosa Plastics Grp
► Operational/safety excellence
Total SA
► Technology leadership
BASF
Reliance Industries
Chevron Phillips
PetroChina
OAO Gazprom
Source: Public Company Reports
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Bank of America 38th Annual Investment Conference *Includes Dow’s proportionate share of joint venture revenues. 4
5. Market-driven Performance Businesses
► 2007 Sales – $27B
BASF
► 22,800 employees
Dow Chemical
► 12,500 global customers
DuPont
► 158 countries
Akzo Nobel
Hexion (inc. Huntsman)
► 41 R&D sites
Evonik Industries AG
► 94 Manufacturing sites
Bayer
PPG
Royal DSM NV
Rohm & Haas
Eastman
Lubrizol
Celanese
Cytec
Source: Public Company Reports
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Bank of America 38th Annual Investment Conference
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6. Agenda
►Who Is Dow
►Financial Performance
►Transformational Strategy
►Strategy in Action
– Formation of K-Dow Petrochemicals
– Acquisition of Rohm and Haas
►Summary
6
Bank of America 38th Annual Investment Conference
7. First Half 2008 Financial Performance
6 months ended 6 months ended
Change
June 30, 2008 June 30, 2007
Sales $31,204 $25,697 21%
Price 18%
Volume 3%
Purchased feedstock & energy cost 42%
Equity earnings $525 $532 (1%)
EBIT* $2,535 $2,876 (12%)
Earnings per share $1.80 $2.07 (13%)
Dollars in millions (except per share amounts)
*See www.dow.com for Reconciliation of Non-GAAP Financial Measure
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Bank of America 38th Annual Investment Conference
8. Financial Goals
Financial Metrics
Earnings per Share*
Return on Capital* Return on Equity*
1997
1998
1999
2000
2002
2003
2004
2005
2006
2007
2001
2007
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007: 14% 2007: $3.76
2007: 19%
10-year average: 12% 10-year average growth: 4%
10-year average: 18%
1995 – 2005 average: 12% 1995 – 2005 growth: 5%
1995 – 2005 average: 19%
* Non-GAAP data; excludes certain items; excludes Union Carbide prior to 2001. See www.dow.com for more information.
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Bank of America 38th Annual Investment Conference
9. Agenda
►Who Is Dow
►Financial Performance
►Transformational Strategy
►Strategy in Action
– Formation of K-Dow Petrochemicals
– Acquisition of Rohm and Haas
►Summary
9
Bank of America 38th Annual Investment Conference
10. Dow’s Transformational Strategy
JOINT
JOINT
VENTURES
VENTURES Products
MARKET
Solutions
BASICS PERFORMANCE
FEEDSTOCKS
FEEDSTOCKS
FACING
JOINT Systems
JOINT
VENTURES
VENTURES
Innovation, Technology and R&D
• Grow Performance and Specialties
• Strengthen competitiveness of Basics
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Bank of America 38th Annual Investment Conference
11. Building the Dow of Tomorrow
Themes
Transportation & Consumerism
Energy
Health & Nutrition
Infrastructure
Alternative Energy Apparel &
Agriculture Construction
& Feedstocks Furnishings
Opportunity Electronics &
Energy Production
Functional Foods Transportation
Areas Communications
& Efficiency
Home & Personal
Healthcare Energy Storage Water Care
Optical Materials
Insulation Building Materials
Biotechnology
Applied Energy Printed Circuit
Advanced Materials
Key Dow Science
Efficiency Board Materials
Chemistry
Capabilities Filter/Membrane
Integrated Rapid Formulation
Elements Development
Photovoltaics
Polymer
High Throughput
Material Science Feedstock & Energy
Performance
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Formulations
Management
Modeling
12. Shareholder Remuneration
$1,600
– 71 Million Shares
Repurchased
$1,400
Share Repurchase Amount ($Millions)
– $3.0 Billion Spent
$1,200
– Largest Program
$1,000
In A Decade
$800
$600
$400
$200
$0
2005 2006 2007 2Q08 YTD
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Bank of America 38th Annual Investment Conference
13. Consistently Rewarding Shareholders
• A 96-Year History of Consistent Dividends
– Maintained or Increased Each Year
– Increased 25% Since 2006
Quarterly Dividends Paid Per Share*
2008**
1912 1928 1938 1948 1958 1968 1978 1988 1998
*ADJUSTED FOR STOCK SPLITS AND STOCK DIVIDENDS
**2008 DIVIDEND ANNUALIZED BASED ON Q2 YTD PAYOUT
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Bank of America 38th Annual Investment Conference
14. Agenda
►Who Is Dow
►Financial Performance
►Transformational Strategy
►Strategy in Action
– Formation of K-Dow Petrochemicals
– Acquisition of Rohm and Haas
►Summary
14
Bank of America 38th Annual Investment Conference
15. K-Dow Petrochemicals
► Creates a world-class petrochemicals giant
► Introduces a new global player with enhanced capabilities
to grow – especially in China, India and the Middle East
► Opens the door to low-cost feedstocks for future growth
► Preserves vertical integration for Performance businesses
► Estimated pre-tax cash to Dow – $9.5B
TRANSACTION VALUE - $19.1 billion (on 100% basis)
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Bank of America 38th Annual Investment Conference
16. Creating A World-Class Petrochemicals Company
► Polyethylene, Polypropylene, Polycarbonate,
Ethyleneamines and Ethanolamines
► All related technologies
► Fully dedicated hydrocarbon assets
• Fort Saskatchewan, Canada (cracker)
• Bahia Blanca, Argentina (cracker)
• Tarragona, Spain (cracker and octene manufacturing facility)
► Ethylene supply agreements from Dow’s other crackers
► Number 1 position in Polyethylene
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Bank of America 38th Annual Investment Conference
17. Exceptional Returns From JVs
Equity Earnings ($ millions) Cash Distributions ($ millions) Return on Investment*
$1,122
$964 $959
$837
$923
40% 39% 39%
38%
$622
$536
$430
19%
$322
$205
2003
2004
2005
2006
2007
2003
2006
2007
2004
2006
2007
2005
2003
2005
2004
*Equity earnings/average investment
in nonconsolidated affiliates
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Bank of America 38th Annual Investment Conference
18. Agenda
►Who Is Dow
►Financial Performance
►Transformational Strategy
►Strategy in Action
– Formation of K-Dow Petrochemicals
– Acquisition of Rohm and Haas
►Summary
18
Bank of America 38th Annual Investment Conference
19. About Rohm and Haas
► Premier advanced materials and specialty chemicals
company
► 2007 sales of $8.9 billion
► Leading positions in electronics and coatings
► Headquartered in Philadelphia,
located in 27 countries
► 15,700 employees
► Established in 1909
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Bank of America 38th Annual Investment Conference
20. Strategic Rationale
► Accelerates growth through strong
operational and strategic fit
► Creates new leadership positions
in key industry growth segments
► Well-known commitment to R&D
► Fuels Dow’s own innovation engine
► Delivers more stable earnings with higher growth
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Bank of America 38th Annual Investment Conference
21. A Powerful New Dow
2/3 Specialties
Feedstock-Driven Businesses Market-Driven Businesses
Asset Light Rohm and Haas
Chemicals,
Performance Health &
Joint Advanced
Petrochemicals
Products Agriculture
Ventures Materials
& Feedstocks
Electronic Specialty
Coatings
Materials Materials
Adv. Elec. Dow Coating
Materials Solutions
Designed Specialty Epoxy Polyurethane
Polymers Packaging Systems Systems
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Bank of America 38th Annual Investment Conference
22. Growth Potential
► Accelerates revenue growth and improves margins
– Increases percentage of revenues from higher margin,
higher growth specialty business
– Reduces volatility and increases growth in earnings
2007 – 2012
Industry Growth Rates
Dow 4%
Rohm and Haas 5 – 9%
Dow + Rohm and Haas 5 – 7%
SOURCE: SRI Consulting, CMAI, Company filings and presentations 22
Bank of America 38th Annual Investment Conference
23. Significant Cost Synergies
► At least $800 million in annual pre-tax synergies
► Phased in over two years
Purchasing,
including Raw Materials
Shared Services
and Governance
35% 35%
35% 35%
10%
10% 20%
20%
Corporate Business
Manufacturing / Supply Chain
Development Overlap
Work Process Improvements
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Bank of America 38th Annual Investment Conference
24. Dow Synergy Track Record
Cost synergies as a percent of target revenue
Union Carbide 18% delivered
Rohm and Haas Ag 16% delivered
Angus Chemicals 15% delivered
EniChem Polyurethanes 14% delivered
Gurit-Essex 16% delivered
Rohm and Haas 9% target
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Bank of America 38th Annual Investment Conference
25. In Summary
► Committed to, and implementing, our strategy
► K-Dow Petrochemicals “Day One” before year-end
► On-track to close Rohm and Haas in early 2009
► Committed to delivering solid results in 2008
► Dow will be a transformed company!
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2008 Credit Suisse Chemical Conference
26. SEC Disclosure Rules
►Some of our comments today may include statements about our
expectations for the future. Those expectations involve risks and
uncertainties. Dow cannot guarantee the accuracy of any forecasts or
estimates, and we do not plan to update any forward-looking statements
if our expectations change. If you would like more information on the
risks involved in forward-looking statements, please see our annual
report and our SEC filings.
►In addition, some of our comments may reference non-GAAP financial
measures. Where available, a reconciliation to the most directly
comparable GAAP financial measures and other associated disclosures
are provided on the internet at www.dow.com in the Financial Reports
page of the Investor Relations section.
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Bank of America 38th Annual Investment Conference