Q1 2009 Earning Report of Dow Chem Co.

The Dow Chemical Company
1Q 2009 Earnings Conference Call
April 30, 2009

1Q09 Earnings Conference Call

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.

1Q09 Earnings Conference Call – Page 2

Agenda

Recent Achievements & 2009 Areas of Focus

Restructuring, De-leveraging and Synergies

1Q09 Financial Performance & Business Trends

Dow Advanced Materials Update

Outlook & Priorities


Recent Achievements

Re-negotiated financing of Rohm and Haas acquisition

Re-structured acquisition terms to preserve financial
flexibility and advance strategy

Announced sale of Morton salt, hours after acquisition close

Increased acquisition-related cost synergy target

Validated acquisition growth synergies of $3 billion

Announced and implemented cost reduction actions that
contributed to 1Q09 results


2009 Areas of Focus

Strengthening our balance sheet to protect our
investment grade credit rating

Managing business through uncertain operating
environment

Successfully integrating Rohm and Haas


De-leveraging Plan

Asset sales

Debt and equity issuances

Debt to EBITDA well within covenants

Bridge loan pay down by end-2009

Debt to total capital less than 50% by year-end


Morton Salt Divestiture Exceeds Expectations

Met communicated timeline
on Signing

And … Exceeded expectations
on value

Over delivered by $0.2B
̶ $1.7B Morton Salt versus the
target of $1.5B
̶ 6.1x gross proceeds/EBITDA


Divestment Plan
Potential Value
Previously Discussed $3+ billion
TRN
South East Asia olefins & derivatives business
Morton Salt
Calcium Chloride
Olefins & Derivatives Envelope $4-6 billion
K-Dow successor
Regional plays
Aromatics & Derivatives Envelope $1-2 billion
SB Rubber
SB Latex
Stand-Alone Assets $15+ billion
Dow AgroSciences
Others
Total $23-26 billion


2009 Operating Plan

Deliver on 4Q08 restructuring program

“Right-size” global footprint

Reduce costs and defer or eliminate capital
spending

Deliver acquisition synergies

Total run rate up to ~$2.5 billion by end-2010


4Q08 Restructuring Progress

Delivered approximately half of targeted global
workforce reduction

17% ahead of planned savings

Expect to be at $500 million run rate by end-
2009


1Q09 Financial Highlights

1Q09 sales were $9.1 billion, down 39% vs. 1Q08
̶ Double-digit declines in all geographies and all operating
segments, except Dow AgroSciences
̶ Volume declined 19% vs. 1Q08; price down 20% vs. 1Q08

Dow AgroSciences set quarterly sales and EBIT(1) records

EBIT increased sequentially, with largest percentage
improvement in Performance segments, excluding Dow
AgroSciences

Further drop in feedstock and energy costs
̶ $3.1 billion (49%) lower than 1Q08

Accelerated cost reductions partly offset price and volume
declines

(1) Earnings before interest, income taxes and noncontrolling interests (“EBIT”). A reconciliation of EBIT to
“Net Income Attributable to The Dow Chemical Company” is provided in the Appendix.


1Q09 Financial Performance

Dollars in millions (except per share amounts) 1Q09 1Q08 Change
Sales $9,087 $14,824 (39)%
Price (20)%
Volume (19)%
Purchased feedstock & energy costs (49)%
Equity earnings $65 $274 (76)%
Equity earnings, excluding
certain items1 $94 $274 (66)%
Earnings per share – diluted $0.03 $0.99 (97)%
Earnings per share – diluted,
excluding certain items1 $0.12 $0.99 (88)%
1 See Appendix for Supplemental Information regarding certain items.


1Q09 Financial Performance
Dollars in millions (except per share amounts) 1Q09 4Q08 Change
Sales $9,087 $10,899 (17)%
Price (17)%
Volume (0)%
Purchased feedstock & energy costs (27)%
Equity earnings (losses) $65 $(4) n/a
Equity earnings (losses),
excluding certain items1 $94 $(4) n/a
Earnings (Loss) per
share – diluted $0.03 $(1.68) n/a
Earnings (Loss) per share – diluted,
excluding certain items1,2 $0.12 $(0.62) n/a
2 In addition, the interruption of operations caused by the hurricanes resulted in an estimated pretax $15 million in the
fourth quarter of 2008 in lost margin on lost sales, the equivalent of $0.01 per share, which is not included in the
amounts presented in the table.


1Q09 Earnings Per Share Reconciliation

Reported earnings per share $0.03

Restructuring charges 0.02

Acquisition-related expenses 0.04

Dow Corning restructuring 0.03

Earnings per share – diluted, excluding certain items $0.12

See Appendix for Supplemental Information regarding these items.


Volume Up from December Lows

Pace of decline has begun
to moderate

excluding Agricultural Sciences
Volume (millions of units),
Monthly improvements in
demand

Business conditions began
to stabilize

March was the strongest
month of the quarter

Oct- Nov- Dec- Jan- Feb- Mar-
08 08 08 09 09 09


Dow Global Demand Impact Across Industries
% of total 2008 sales in billions $ High
Medium Sensitivity to downturn
Net of Hydrocarbons & Energy and Unallocated Low
100% = 48.2 4.5 19.1 24.6
Construction 5
13 4
21
Transportation 7
Electronics 5 14
13

Distribution/3rd Party Sales 19 6

1 30 8
Mining 100
10
Consumer Goods 19

14
Industrial Market 11 26
2
Paper & Pulp 4
16
Health Care 2
8
4

Food 14
3
2
10
Agriculture 1 5

Source: Dow Analysis Total DOW AG BP&C PP&C*
* Incl Market-Facing-Businesses


Performance Portfolio Demand Trend

Specialty businesses
showed pricing resiliency

excluding Agricultural Sciences
Most notable improvement
experienced in March

Volume rebounded
significantly from Dec 2008
low

08 08 08 09 09 09


Basics Portfolio Demand Trend

Chain de-stocking began to

excluding Hydrocarbons & Energy
moderate in 1Q09

Production levels bounced
back as manufacturing
assets ran in line with
demand

Dow’s polyethylene volume
up 10% from 4Q08
08 08 08 09 09 09


Cost Control

SARD down $93 million vs. 1Q08
̶ Despite 8% increase in Dow AgroSciences

Spending down $270 million vs. 1Q08 and 4Q08

Remain on track to achieve capital spending
commitment


Operating Rate Trend
80%
Dow’s 1Q09 operating rate
was 68% vs. 64% in 4Q08 75%

70%
Clear improvement in rates
from historic low reached 65%
in Dec 2008
60%

Continue to tightly manage 55%
operations
50%

Production being matched 45%

to demand
40%
08 08 08 09 09 09


Heritage ROH: 1Q09 Financial Performance
Dollars in millions 1Q09 1Q08 Change
Net Sales $1,772 $2,507 (29)%
Price (3)%
Volume (26)%
(Loss) Earnings before income
taxes $(58) $233 (125%)
(Loss) Earnings before income
taxes, excluding certain items1 $45 $245 (82%)

Gradual improvements in 1Q09 in almost all business units
Encouraging signs of recovery in Electronic Materials
businesses, led by Asia
Challenging coatings market conditions partially offset by
cost reductions, margin management and new product
launches


Organizational Structure
The Dow Chemical Company
Andrew Liveris, Chairman & CEO

Dow Advanced Materials
Pierre Brondeau, President & CEO

Coatings Building & Construction Marketing Human Resources
Luis Fernandez
Luis Fernandez Torsten Kraef
Torsten Kraef Ruby Chandy
Ruby Chandy Jenifer
Jenifer Reed

Specialty Materials Research &
Electronic Materials Legal
Peter Davies
Peter Davies Development
Yi Hyon Paik
Yi Hyon Paik Ken Fitzpatrick
Ken Fitzpatrick
A.N. Sreeram
A.N. Sreeram

Adhesives & Functional Asia/RDE Growth Manufacturing,
Public Affairs
Polymers Agenda Engineering & EHS
Patrice Barthelmes Mark Douglas Brian McPeak
Brian McPeak
Patrice Barthelmes Mark Douglas Don Taylor
Don Taylor

Business Services Finance
Jim Varilek
Jim Varilek Alfonso Escudero
Alfonso Escudero

Heritage Dow leaders denoted in red.
Heritage ROH leaders denoted in green.


Creating Large High-Growth Global Businesses

Coatings (~$3.5B business): Leadership in architectural and industrial
coatings business. Integration of acrylics, latexes, epoxies, polyurethanes
and water soluble polymer technologies.

Building & Construction (~$2.3B business): Global leadership position
in insulation and weather protection materials like foams and films, as well
as construction chemicals based on cellulosics, emulsion polymers,
rheology modifiers and dispersants for the building and construction
industry.

Water (~$1B business): Leading component provider servicing the ever
growing demand for pure water for industrial and consumable markets.

Biocides (~$0.6B business): Global leadership position in bio-safety &
preservation in consumable (food, paper/pulp, wood, paints, cleaners,
fuel, health & beauty aids) goods.

Household & Personal Care (~$0.7B business): Leadership in
conditioning polymers combined with thickeners and fixatives in personal
care and environmentally friendly additives.


Creating Large High-Growth Global Businesses

Electronic Materials (~$2B business): Global leadership
in lithography/CMP for semiconductor fabrication,
interconnect for circuit board and packaging, flat panel
display, photovoltaic metallization.

Paper, Carpet & Textiles (~$2B business): Global
leadership position in emulsions and other products for
several markets and applications like paper, paperboard,
carpet & floor covering, leather, graphic arts, etc.

Adhesives (~$0.7B business): Leading provider of
formulated adhesives, adhesive polymers and pressure-
sensitive adhesives for packaging and other applications.

Cellulosics (~$1B business): Global leadership position in
cellulose based products and solutions for the food, pharma
and other industries.


Lockdown Period and Clean Team Information

Goal: Create Action Plans to Deliver Growth and Cost
Synergy Targets

Lockdowns
̶ Transfer of knowledge and business confidential information
between companies
̶ Over 1,000 Dow and ROH employees engaged
̶ Spanned 3 to 4 week period
̶ Included Functions, Businesses and Geographies

Clean Team Information
̶ Accelerates integration and cost synergy capture
̶ Prepared by 3rd party consultants and retirees
̶ “Play Book” to enable tactical (<1 year) and strategic (3-5
years) growth


Cost Synergies by Category

Announced Estimated
Synergies Synergies
Category (MM$) % (MM$) %

Purchasing Synergies including Raw Materials 280 31% 390 30%
Shared Services and Governance 280 31% 380 29%
Mnfg. / Supply Chain Work Process Improvements 160 17% 280 22%
Corporate Business Development Overlap 80 9% 50 4%
ROH Announced Restructurings 110 12% 200 15%
Total 910 100% 1,300 100%

43% increase in cost synergies from $910 million to $1.3 billion


Top Synergy Projects
Function Project Description

Purchasing Raw Materials
Manufacturing & Engineering MRO / Equipment
Information Technology IT Infrastructure Consolidation
Purchasing Hydrocarbons and Energy
Marketing & Sales / Commercial Marketing and Sales / Business Overlap
Manufacturing & Engineering Manufacturing Footprint Optimization
Supply Chain Logistics and Packaging
Shared Services Corporate Services and IT
Information Technology I/S Organizational Consolidation

100+ projects identified

Top 12 projects represent $650 million of $1.3 billion run rate
target

Intend to be at 60% run rate 12 months after closing


Examples of >$100MM Annual Sales Growth Synergies

Coatings: Cross selling at key accounts –
Acrylic/Latex/Epoxy/PU
Building and Construction: Leverage Dow’s market
channel for ROH products
Personal Care: Short-term opportunity for rheology
modifiers, opacifiers, preservatives
Advanced Packaging/Electronics: Dow formulated
epoxies – ROH growth platform
Adhesives: Leverage Dow PE/PU Technology in ROH
Adhesives for packaging and transportation
Russia: Leverage ROH footprint/organization in Russia


2009 Outlook – Dow Advanced Materials

Full-year sales down vs. 2008, in line with Specialty
Chemical industry

Electronics significantly impacted by inventory
correction and reduced consumer spending
̶ High gross margin magnifies impact

Demand appears to be improving
̶ Four months of sequential growth for overall ROH
(excluding Salt)
̶ Asia chemical year-on-year growth in March
̶ Electronic material inventory correction over


Path Moving Forward

Top priority is to maintain EH&S performance

Intense customer focus – “We will not give our
customers a reason to go elsewhere”

Quickly capturing the $1.3B in cost synergies

Committed to growth by building the premier
Advanced Materials business


Outlook

Some signs that pace of economic decline is
moderating

Customers continue to manage low inventory
levels

Dow’s vast geographic and market reach well-
positioned to benefit as recovery progresses

Continue to assume 2009 will be a year of global
recession


2009 Priorities

Successfully integrate Rohm and Haas to capture
growth and preserve their business model

Realize Rohm and Haas cost synergy targets and
accelerate Dow’s own restructuring plan

Execute divestment plan to support bridge loan
pay down and protect our investment grade
credit rating

Actively manage costs and operations through
the economic downturn


Appendix

1Q09 Earnings Conference Call

Performance Plastics
Tech.
Dollars in millions 1Q09 1Q08 Specialty Licensing &
Plastics & Dow
C atalyst Automotive
Sales $2,435 $3,963 Elastomers Dow Building
Solutions
Price down 11%; Volume down 28%

EBIT $30 $329 Sales
Equity earnings included in EBIT $2 $18 Dow Epoxy

Polyurethanes
& PU Systems

1Q09 Trends
Price and volume down in all
Sales Price Volume geographic areas
Dow Automotive ↓ ↓ ↓ Volumes impacted by continued
Dow Building Solutions ↓ ↓ ↓
slowdown in automotive and
Dow Epoxy ↓ ↓ ↓
construction activity
Polyurethanes & PU Systems ↓ ↓ ↓
Specialty Plastics & Elastomers ↓ ↓ ↓
Most businesses saw gradual
Technology Licensing & Catalyst ↓ - ↓
increase in volume toward latter
part of 1Q09


Performance Chemicals
Dollars in millions 1Q09 1Q08 Designed
Polymers
Sales $1,517 $2,323 Specialty
C hemicals

EBIT $115 $271
Sales

Certain items* included in EBIT $(29) $-
Equity earnings included in EBIT $11 $95 Dow Latex

* See Appendix for Supplemental Information regarding certain items.

1Q09 Trends
Lower sales in Dow Water
Sales Price Volume Solutions due to fewer large
Designed Polymers ↓ ↓ ↓ desalination projects
Dow Latex ↓ ↓ ↓
Specialty Chemicals reported
Specialty Chemicals ↓ ↓ ↓
record sales for aircraft de-icing
fluids
Weak demand in industrial
sectors partially offset by late-
quarter improvement,
particularly in China

Agricultural Sciences
Dollars in millions 1Q09 1Q08
Seeds &
Sales $1,446 $1,314 Traits

Price flat; Volume up 10%

EBIT $338 $331 Sales
Equity earnings included in EBIT $1 $1

Ag C hem

1Q09 Trends
Record 1Q sales and EBIT,
Sales Price Volume driven by strong performance in
Agricultural Chemicals ↑ - ↑ Seeds & Traits
Seeds and Traits ↑ - ↑
Results reflect organic growth
and favorable impact from
acquisitions
Ag Chem volume increased,
with new product sales nearly
doubling


Basic Plastics
Dollars in millions 1Q09 1Q08 Polystyrene

Sales $1,847 $3,492 Polypropylene


EBIT $4 $427 Sales

Polyethylene

1Q09 Trends
Double-digit price and volume
Sales Price Volume declines for segment vs. 1Q08
Polyethylene ↓ ↓ ↓ Demand growth vs. 4Q08
Polypropylene ↓ ↓ ↓
reflected re-stocking throughout
Polystyrene ↓ ↓ ↓
value chains
Polyethylene demand down 4%
vs. 1Q08, but up 10% vs. 4Q08


Basic Chemicals
Dollars in millions 1Q09 1Q08
EO/EG
Sales $801 $1,559

EBIT $(92) $159 Sales

C ore
C hemicals

1Q09 Trends
Double-digit price and volume
Sales Price Volume declines vs. 1Q08
Core Chemicals ↓ ↓ ↓ Caustic soda sales impacted by
Ethylene Oxide/Ethylene Glycol ↓ ↓ ↓
weaker alumina and pulp and
paper industry fundamentals
Weak PVC demand for building
and construction continued
EO/EG industry fundamentals
remain weak


Reconciliation of Non-GAAP Financial Measure (Heritage Dow)

Three Months Ended
Dollars in millions
3/31/09 3/31/08
EBIT $159 $1,385

+ Interest income 12 24
- Interest expense and amortization
of debt discount 154 145
- Provision (Credit) for income taxes (18) 299
- Net income attributable to
noncontrolling interests 11 24
Net Income Attributable to
The Dow Chemical Company $24 $941


Supplemental Information (Heritage Dow)

Certain items affecting results

Earnings in the first quarter 2009 were unfavorably impacted
by three items:

Net pretax adjustment to the 2008 restructuring charge of
$19 million resulting from adjustments to severance,
reflected in Unallocated and Other.
Pretax charges totaling $48 million for legal expenses and
other transaction costs related to the April 1, 2009
acquisition of Rohm and Haas Company, reflected in
Unallocated and Other.
Pretax charges totaling $29 million for the Company’s share
of a restructuring charge recognized by Dow Corning
Corporation, a 50 percent owned nonconsolidated affiliate
of the Company; these charges are reflected in “Equity in
earnings of nonconsolidated affiliates” and impact the
Performance Chemicals segment.



Results for the fourth quarter of 2008 were negatively impacted by the following items:
Pretax costs totaling $54 million related to Hurricanes Gustav and Ike, which hit the U.S. Gulf Coast in the third
quarter. These costs, which primarily included the repair of property damage and unabsorbed fixed costs, are included
in “Cost of sales” in the consolidated statements of income and reflected in the operating segments as follows:
$13 million in Performance Plastics, $1 million in Performance Chemicals, $3 million in Basic Plastics, $15 million in
Basic Chemicals, $16 million in Hydrocarbons and Energy, and $6 million in Unallocated and Other.
Pretax legal expenses and other costs of $69 million related to the K-Dow transaction that were expensed upon
Petrochemical Industries Company’s refusal to close the K-Dow transaction on January 2, 2009. These costs are shown
as “Cost of sales” in the consolidated statements of income and reflected in Unallocated and Other.
Goodwill impairment losses of $239 million related to the Dow Automotive ($209 million against Performance Plastics)
and Polypropylene ($30 million against Basic Plastics) reporting units. The losses are shown as “Goodwill impairment
losses” in the consolidated statements of income.
Net pretax restructuring charges of $839 million. In December 2008, the Company’s Board of Directors approved a
restructuring plan as part of a series of actions to advance the Company’s strategy and respond to the recent, severe
economic downturn. The restructuring plan includes the shut down of a number of facilities and a global workforce
reduction. As a result, the Company recorded restructuring charges totaling $785 million, including asset write-downs
and write-offs of $336 million, severance costs of $321 million and costs associated with exit or disposal activities
(such as pension curtailment costs and environmental remediation) of $128 million. In addition, the Company recorded
a $60 million unfavorable adjustment to restructuring charges recorded in the fourth quarter of 2007 and a $6 million
favorable adjustment to restructuring charges recorded in the third quarter of 2006. The net impact of the fourth
quarter charges and adjustments, which is shown as “Restructuring charges” in the consolidated statements of income,
impacted all operating segments.
Pretax charge of $17 million for purchased in-process research and development (“IPR&D”) related to the recent
acquisition of assets of Süwestsaat GbR. The charge is shown as “Purchased in-process research and development
charges (credit)” in the consolidated statements of income and reflected in Agricultural Sciences.
Pretax charges totaling $31 million for legal expenses and other transaction costs related to the pending acquisition of
Rohm and Haas Company. These charges are shown as “Acquisition-related expenses” in the consolidated statements
of income and reflected in Unallocated and Other.



Dollars in millions (except per share amounts)

Pretax Impact on Impact
Impact (1) Net Income (2) on EPS (3)
Three Months Ended Three Months Ended Three Months Ended
3/31/09 3/31/08 3/31/09 3/31/08 3/31/09 3/31/08
Restructuring charges $(19) - $(17) - $(0.02) -
Acquisition-related expenses (48) - (41) - (0.04) -
Dow Corning restructuring (29) - (27) - (0.03) -
Total $(96) - $(85) - $(0.09) -

(1) Impact on “Income before Income Taxes”
(2) Impact on “Net Income Attributable to The Dow Chemical Company”
(3) Impact on “Earnings per common share – diluted”


Dollars in millions (except per share amounts)

Pretax Impact on Impact
Impact (1) Net Income (2) on EPS (3)
Three Months Ended Three Months Ended Three Months Ended
12/31/08 12/31/08 12/31/08
Goodwill impairment losses $(239) $(230) $(0.25)
Restructuring charges (839) (628) (0.68)
Impact of Hurricanes Gustav and Ike (4) (54) (34) (0.03)
K-Dow related expenses (69) (44) (0.05)
Purchased in-process research and
development charges (17) (17) (0.02)
Acquisition-related expenses (31) (25) (0.03)
Total $(1,249) $(978) $(1.06)

(1) Impact on “Income before Income Taxes”
(2) Impact on “Net Income Attributable to The Dow Chemical Company”
(3) Impact on “Earnings per common share – diluted”
(4) In addition, the interruption of operations caused by the hurricanes resulted in an estimated pretax $15 million in lost margin on lost sales, the equivalent
of $0.01 per share, which is not included in the amounts presented in the table.

4Q08

Certain Items Affecting Results (Heritage Dow)

Certain items reducing EBIT by Operating Segment
Dollars in millions

Three Months Ended Three Months Ended
3/31/09 3/31/08 12/31/08
Performance Plastics - - $(333)
Performance Chemicals $(29) - (25)
Agricultural Sciences - - (20)
Basic Plastics - - (181)
Basic Chemicals - - (118)
Hydrocarbons and Energy - - (34)
Unallocated and Other (67) - (538)
Total $(96) - $(1,249)


4Q08 Loss Per Share Reconciliation

Reported loss per share $(1.68)

Goodwill impairment losses 0.25

Restructuring charges 0.68

Impact of Hurricanes Gustav and Ike 0.03

K-Dow related expenses 0.05

Purchased in-process R&D related to acquisitions 0.02

ROH acquisition-related expenses 0.03

Loss per share excluding certain items $(0.62)

4Q08

Principal Joint Ventures (Heritage Dow)

Although Dow participates in many joint ventures, the most
significant joint ventures from a financial perspective are:

Americas Styrenics LLC*
Compañía MEGA S.A.
Dow Corning Corporation
EQUATE Petrochemical Company K.S.C.
Equipolymers
MEGlobal
The OPTIMAL Group of Companies
The SCG-DOW Group
Univation Technologies, LLC

* Formed May 2008.
For more information on Dow’s joint venture activities, please see our Joint Venture White Paper on Dow’s website at
http://www.dow.com/about/pdf/djv_0408.pdf.


Preliminary Results for Principal Joint Ventures

Principal Joint Ventures - Total Dow Proportionate Share
Dollars in millions (unaudited)
1Q09 1Q08 Dollars in millions (unaudited)
1Q09 1Q08
Sales $2,463 $3,841 Sales $1,175 $1,802
Adjusted Sales1 $2,021 $2,896 Adjusted Sales1 $979 $1,390
EBIT2 $137 $893 EBIT2 $59 $380
Depreciation & Depreciation &
Amortization $127 $120 Amortization $58 $55
Equity Earnings3 $59 $275

1 Adjusted Sales defined as Sales for these joint ventures less sales to Dow and/or to other Dow joint ventures.
2 EBIT defined as earnings before interest, income taxes and noncontrolling interests.
3 First quarter 2009 Equity Earnings from Principal Joint Ventures includes pretax charges totaling $29 million for the Company’s
share of a restructuring charge recognized by Dow Corning Corporation.


Supplemental Information (Heritage ROH)

Dollars in millions

Pretax
Impact (1)
Three Months Ended
3/31/09 3/31/08
Restructuring and asset impairments $(22) $(12)
Dow transaction-related costs (79) -
Hurricane-related (2) -
Total $(103) $(12)

(1) Impact on “(Loss) earnings before income taxes”


Q1 2009 Earning Report of Dow Chem Co.

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