·
|
Earnings
were $0.03 per share, or $0.12 per share excluding certain items(1),
as cost control actions and price/volume management mitigated the effects
from the worst global recession in
decades.
|
·
|
Agricultural
Sciences set quarterly records for both sales and EBIT(2).
Sales for the segment increased 10 percent on a year-over-year basis,
reflecting a 10 percent increase in
volume.
|
·
|
Purchased
feedstock and energy costs were down 49 percent compared with the
same quarter last year, contributing to a 20 percent decline in
selling prices, with the majority of the decline in the Basics
segments.
|
·
|
EBIT
excluding certain items improved sequentially, with the largest percentage
improvement coming from the Performance segments, above and beyond the
seasonality of Agricultural
Sciences.
|
·
|
Rapid
actions to reduce operating costs in the quarter resulted in a decrease in
spending of $270 million year over year and sequentially. Capital
spending was down 35 percent in the quarter, in line with the
Company’s pre-acquisition 2009 capital spending commitment of
$1.1 billion.
|
3
Months Ended
|
||||||||
March
31
|
||||||||
(In millions,
except for per share amounts)
|
2009
|
2008
|
||||||
Net
Sales
|
$ | 9,087 | $ | 14,824 | ||||
Net
Income(3)
|
$ | 24 | $ | 941 | ||||
Earnings per Common
Share
|
$ | 0.03 | $ | 0.99 | ||||
Earnings
per Common Share Excluding Certain Items(4)
|
$ | 0.12 | $ | 0.99 |
·
|
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 transaction costs related to the
April 1, 2009 acquisition of Rohm and Haas Company, reflected in
Unallocated and Other.
|
·
|
The
Company’s $29 million share of a restructuring charge recognized by
Dow Corning Corporation, a 50 percent owned nonconsolidated affiliate
of the Company; this charge is reflected in “Equity in earnings of
nonconsolidated affiliates” and the Performance Chemicals
segment.
|
Certain
Items Impacting Results
|
Pretax
Impact (1)
|
Impact
on
Net Income (2)
|
Impact
on
EPS (3)
|
|||||||||||||||||||||
Three
Months Ended
|
Three
Months Ended
|
Three
Months Ended
|
||||||||||||||||||||||
In
millions, except per share amounts
|
March
31,
2009
|
March
31,
2008
|
March
31,
2009
|
March
31,
2008
|
March
31,
2009
|
March
31,
2008
|
||||||||||||||||||
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”
|
·
|
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.
|
Certain
Items Impacting Results
|
Pretax Impact (1)
|
Impact
on Net Income (2)
|
Impact on EPS (3)
|
|||||||||
In
millions, except per share amounts
|
Three
Months Ended Dec. 31, 2008
|
|||||||||||
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 charge
|
(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 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.
|
Financial Statements
(Note A)
|
|||||||||
The Dow Chemical Company and Subsidiaries | |||||||||
Consolidated Statements of Income | |||||||||
Three
Months Ended
|
|||||||||
March
31,
|
March
31,
|
||||||||
In
millions, except per share
amounts (Unaudited)
|
2009
|
2008
|
|||||||
Net
Sales
|
$ | 9,087 | $ | 14,824 | |||||
Cost
of sales
|
8,165 | 12,908 | |||||||
Research
and development expenses
|
292 | 331 | |||||||
Selling,
general and administrative expenses
|
444 | 498 | |||||||
Amortization
of intangibles
|
22 | 22 | |||||||
Restructuring
charges (Note B)
|
19 | - | |||||||
Acquisition-related
expenses (Note C)
|
48 | - | |||||||
Equity
in earnings of nonconsolidated affiliates
|
65 | 274 | |||||||
Sundry
income (expense) - net
|
(3 | ) | 46 | ||||||
Interest
income
|
12 | 24 | |||||||
Interest
expense and amortization of debt discount
|
154 | 145 | |||||||
Income
before Income Taxes
|
17 | 1,264 | |||||||
Provision
(Credit) for income taxes
|
(18 | ) | 299 | ||||||
Net
Income
|
35 | 965 | |||||||
Net
income attributable to noncontrolling interests
|
11 | 24 | |||||||
Net
Income Attributable to The Dow Chemical Company
|
$ | 24 | $ | 941 | |||||
Share
Data
|
|||||||||
Earnings
per common share - basic
|
$ | 0.03 | $ | 1.00 | |||||
Earnings
per common share - diluted
|
$ | 0.03 | $ | 0.99 | |||||
Common
stock dividends declared per share of common stock
|
$ | 0.15 | $ | 0.42 | |||||
Weighted-average
common shares outstanding - basic
|
925.4 | 942.1 | |||||||
Weighted-average
common shares outstanding - diluted
|
932.0 | 951.6 | |||||||
Depreciation
|
$ | 455 | $ | 495 | |||||
Capital
Expenditures
|
$ | 234 | $ | 359 | |||||
Notes
to the Consolidated Financial Statements:
|
|||||||||
Note A: The
unaudited interim consolidated financial statements reflect all
adjustments which, in the opinion of management, are considered
necessary
for a fair presentation of the results for the periods covered. These
statements should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2008.
Except as otherwise indicated by the context, the terms "Company" and
"Dow" as used herein mean The Dow Chemical Company and its
consolidated subsidiaries.
|
|||||||||
Note B: In December
2008, Dow'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 severe economic downturn. The restructuring plan
included the shutdown of a number of facilities and a global
workforce reduction. In the first quarter of 2009, the Company recorded
additional severance of $19 million related to the 2008 restructuring
activities.
|
|||||||||
Note C: On April 1,
2009, Dow completed the acquisition of Rohm and Haas Company. During the
first quarter of 2009, pretax charges totaling
$48 million were recorded for transaction costs related to the
acquisition.
|
The
Dow Chemical Company and Subsidiaries
|
|||||||||
Consolidated Balance Sheets |
March
31,
|
Dec.
31,
|
|||||||
In
millions (Unaudited)
|
2009
|
2008
|
|||||||
Assets
|
|||||||||
Current
Assets
|
|||||||||
Cash
and cash equivalents
|
$ | 2,956 | $ | 2,800 | |||||
Accounts
and notes receivable:
|
|||||||||
Trade
(net of allowance for doubtful receivables - 2009: $141; 2008:
$124)
|
3,819 | 3,782 | |||||||
Other
|
2,714 | 3,074 | |||||||
Inventories
|
5,916 | 6,036 | |||||||
Deferred
income tax assets - current
|
201 | 368 | |||||||
Total
current assets
|
15,606 | 16,060 | |||||||
Investments
|
|||||||||
Investment
in nonconsolidated affiliates
|
2,627 | 3,204 | |||||||
Other
investments
|
2,165 | 2,245 | |||||||
Noncurrent
receivables
|
336 | 276 | |||||||
Total
investments
|
5,128 | 5,725 | |||||||
Property
|
|||||||||
Property
|
47,370 | 48,391 | |||||||
Less
accumulated depreciation
|
33,547 | 34,097 | |||||||
Net
property
|
13,823 | 14,294 | |||||||
Other
Assets
|
|||||||||
Goodwill
|
3,392 | 3,394 | |||||||
Other
intangible assets (net of accumulated amortization - 2009: $853; 2008:
$825)
|
813 | 829 | |||||||
Deferred
income tax assets - noncurrent
|
3,865 | 3,900 | |||||||
Asbestos-related
insurance receivables - noncurrent
|
657 | 658 | |||||||
Deferred
charges and other assets
|
875 | 614 | |||||||
Total
other assets
|
9,602 | 9,395 | |||||||
Total
Assets
|
$ | 44,159 | $ | 45,474 | |||||
Liabilities
and Stockholders' Equity
|
|||||||||
Current
Liabilities
|
|||||||||
Notes
payable
|
$ | 844 | $ | 2,360 | |||||
Long-term
debt due within one year
|
1,223 | 1,454 | |||||||
Accounts
payable:
|
|||||||||
Trade
|
2,885 | 3,306 | |||||||
Other
|
1,972 | 2,227 | |||||||
Income
taxes payable
|
305 | 637 | |||||||
Deferred
income tax liabilities - current
|
64 | 88 | |||||||
Dividends
payable
|
141 | 411 | |||||||
Accrued
and other current liabilities
|
2,318 | 2,625 | |||||||
Total
current liabilities
|
9,752 | 13,108 | |||||||
Long-Term
Debt
|
10,897 | 8,042 | |||||||
Other
Noncurrent Liabilities
|
|||||||||
Deferred
income tax liabilities - noncurrent
|
613 | 746 | |||||||
Pension
and other postretirement benefits - noncurrent
|
5,420 | 5,466 | |||||||
Asbestos-related
liabilities - noncurrent
|
800 | 824 | |||||||
Other
noncurrent obligations
|
2,998 | 3,208 | |||||||
Total
other noncurrent liabilities
|
9,831 | 10,244 | |||||||
Preferred
Securities of Subsidiaries
|
500 | 500 | |||||||
Stockholders'
equity
|
|||||||||
Common
stock
|
2,453 | 2,453 | |||||||
Additional
paid-in capital
|
825 | 872 | |||||||
Retained
earnings
|
16,896 | 17,013 | |||||||
Accumulated
other comprehensive loss
|
(4,674 | ) | (4,389 | ) | |||||
Treasury
stock at cost
|
(2,384 | ) | (2,438 | ) | |||||
The
Dow Chemical Company's stockholders' equity
|
13,116 | 13,511 | |||||||
Noncontrolling
interests
|
63 | 69 | |||||||
Total
equity
|
13,179 | 13,580 | |||||||
Total
Liabilities and Equity
|
$ | 44,159 | $ | 45,474 | |||||
See
Notes to the Consolidated Financial Statements.
|
The
Dow Chemical Company and Subsidiaries
|
||||||||
Operating
Segments
|
||||||||
Three
Months Ended
|
||||||||
March
31,
|
March
31,
|
|||||||
In
millions (Unaudited)
|
2009
|
2008
|
||||||
Sales
by operating segment
|
||||||||
Performance
Plastics
|
$ | 2,435 | $ | 3,963 | ||||
Performance
Chemicals
|
1,517 | 2,323 | ||||||
Agricultural
Sciences
|
1,446 | 1,314 | ||||||
Basic
Plastics
|
1,847 | 3,492 | ||||||
Basic
Chemicals
|
801 | 1,559 | ||||||
Hydrocarbons
and Energy
|
988 | 2,165 | ||||||
Unallocated
and Other
|
53 | 8 | ||||||
Total
|
$ | 9,087 | $ | 14,824 | ||||
EBIT (1) by operating
segment
|
||||||||
Performance
Plastics
|
$ | 30 | $ | 329 | ||||
Performance
Chemicals
|
115 | 271 | ||||||
Agricultural
Sciences
|
338 | 331 | ||||||
Basic
Plastics
|
4 | 427 | ||||||
Basic
Chemicals
|
(92 | ) | 159 | |||||
Hydrocarbons
and Energy
|
- | - | ||||||
Unallocated
and Other
|
(236 | ) | (132 | ) | ||||
Total
|
$ | 159 | $ | 1,385 | ||||
Certain items reducing EBIT by
operating segment (2)
|
||||||||
Performance
Plastics
|
- | - | ||||||
Performance
Chemicals
|
$ | (29 | ) | - | ||||
Agricultural
Sciences
|
- | - | ||||||
Basic
Plastics
|
- | - | ||||||
Basic
Chemicals
|
- | - | ||||||
Hydrocarbons
and Energy
|
- | - | ||||||
Unallocated
and Other
|
(67 | ) | - | |||||
Total
|
$ | (96 | ) | - | ||||
Equity
in earnings (losses) of nonconsolidated affiliates by operating segment
(included in EBIT)
|
||||||||
Performance
Plastics
|
$ | 2 | $ | 18 | ||||
Performance
Chemicals
|
11 | 95 | ||||||
Agricultural
Sciences
|
1 | 1 | ||||||
Basic
Plastics
|
13 | 42 | ||||||
Basic
Chemicals
|
40 | 97 | ||||||
Hydrocarbons
and Energy
|
(2 | ) | 22 | |||||
Unallocated
and Other
|
- | (1 | ) | |||||
Total
|
$ | 65 | $ | 274 |
(1)
|
The
Company uses EBIT (which Dow defines as earnings before interest, income
taxes and noncontrolling interests) as its measure of profit/loss for
segment reporting purposes. EBIT includes all operating items
related to the businesses and excludes items that principally apply to the
Company as a whole. A reconciliation of EBIT to "Net Income
Attributable to The Dow Chemical Company" is provided
below:
|
Three
Months Ended
|
|||||||||
|
March
31,
|
March
31,
|
|||||||
2009
|
2008
|
||||||||
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 | |||||
(2)
|
See
Supplemental Information for a description of certain items affecting
results in 2009.
|
The
Dow Chemical Company and Subsidiaries
|
||||||||||||
Sales
Volume and Price by Operating Segment
|
||||||||||||
Three
Months Ended
|
||||||||||||
March
31, 2009
|
||||||||||||
Percentage
change from prior year
|
Volume
|
Price
|
Total
|
|||||||||
Operating
segments
|
||||||||||||
Performance
Plastics
|
(28 | )% | (11 | )% | (39 | )% | ||||||
Performance
Chemicals
|
(28 | )% | (7 | )% | (35 | )% | ||||||
Agricultural
Sciences
|
10 | % | - | 10 | % | |||||||
Basic
Plastics
|
(12 | )% | (35 | )% | (47 | )% | ||||||
Basic
Chemicals
|
(28 | )% | (21 | )% | (49 | )% | ||||||
Hydrocarbons
and Energy
|
(13 | )% | (41 | )% | (54 | )% | ||||||
Total
|
(19 | )% | (20 | )% | (39 | )% | ||||||
Sales
by Geographic Area
|
||||||||||||
Three
Months Ended
|
||||||||||||
March
31,
|
March
31,
|
|||||||||||
In
millions (Unaudited)
|
2009
|
2008
|
||||||||||
Sales
by geographic area
|
||||||||||||
North
America
|
$ | 3,412 | $ | 5,286 | ||||||||
Europe
|
3,289 | 5,858 | ||||||||||
Asia
Pacific
|
1,080 | 1,709 | ||||||||||
Latin
America
|
1,036 | 1,569 | ||||||||||
India,
Middle East and Africa
|
270 | 402 | ||||||||||
Total
|
$ | 9,087 | $ | 14,824 | ||||||||
Sales
Volume and Price by Geographic Area
|
||||||||||||
Three
Months Ended
|
||||||||||||
March
31, 2009
|
||||||||||||
Percentage
change from prior year
|
Volume
|
Price
|
Total
|
|||||||||
Geographic
areas
|
||||||||||||
North
America
|
(19 | )% | (16 | )% | (35 | )% | ||||||
Europe
|
(18 | )% | (26 | )% | (44 | )% | ||||||
Asia
Pacific
|
(21 | )% | (16 | )% | (37 | )% | ||||||
Latin
America
|
(16 | )% | (18 | )% | (34 | )% | ||||||
India,
Middle East and Africa
|
(16 | )% | (17 | )% | (33 | )% | ||||||
Total
|
(19 | )% | (20 | )% | (39 | )% |