Dow Reports Third Quarter 2005 Results Strong Sales and Earnings Growth in Face of Significant Challenges

Dow Reports Third Quarter 2005 Results Strong Sales and Earnings Growth in Face of Significant Challenges

MIDLAND, Mich., Oct. 27 /PRNewswire-FirstCall/ --

                     Third Quarter of 2005 Highlights

  -- Sales for the three months ended September 30 set a new third quarter
     record of $11.3 billion, 12 percent higher than the same period last
     year.
  -- Earnings per share were $0.82, a 26 percent improvement over the $0.65
     per share reported a year ago and the Company's 10th consecutive
     quarter of year-over-year earnings growth.
  -- Strong cash flow allowed the Company to further reduce debt by $500
     million, bringing its net debt(1) to capital ratio to 32 percent - down
     14 percentage points from 46 percent at the end of the third quarter of
     last year.

                                 Comment

Geoffery E. Merszei, Dow's executive vice president and chief financial officer, stated:

"This was a tough quarter for Dow; feedstock and energy costs soared to new highs and our U.S. Gulf Coast operations were disrupted by two severe hurricanes. But Dow's response to these challenges was both swift and effective, delivering another very good quarter for the Company and demonstrating the commitment and the professionalism of Dow people throughout our organization."

                               3 Months Ended       9 Months Ended
                                September 30          September 30
  (In millions, except for
   per share amounts)         2005       2004       2005        2004
  Net Sales                 $11,261    $10,072     $34,390    $29,225
  Net Income                $   801    $   617     $ 3,419    $ 1,771
  Earnings per Common
   Share                    $  0.82    $  0.65     $  3.51    $  1.87


  Review of Third Quarter Results

The Dow Chemical Company reported sales of $11.3 billion for the third quarter of 2005, a 12 percent increase compared with the same period of 2004. Net income rose 30 percent to $801 million, while earnings per share were $0.82, up 26 percent from the third quarter of last year.

Price improved 12 percent year-over-year, with increases in all geographic areas and across virtually every business, while volume held steady compared with a very strong third quarter in 2004, despite the impact of the two hurricanes that hit the U.S. Gulf Coast.

Although Dow's feedstock and energy costs were almost $850 million higher than a year ago, the Company recorded its 11th consecutive quarter of year- over-year margin recovery and was able to further reduce debt by $500 million. At the end of the quarter, Dow's net debt to capital ratio was 32 percent, 14 percentage points lower than at the end of the same quarter in 2004. The Company's gross debt to total capital ratio was 41 percent.

"This was a tough quarter for Dow; feedstock and energy costs soared to new highs and our U.S. Gulf Coast operations were disrupted by two severe hurricanes," said Geoffery E. Merszei, Dow's executive vice president and chief financial officer. "But Dow's response to these challenges was both swift and effective, delivering another very good quarter for the Company and demonstrating the commitment and the professionalism of Dow people throughout our organization.

"This was also a quarter that underscored the value of Dow's strategic direction. Our Performance Plastics and Performance Chemicals businesses each had a strong quarter compared with a year ago - reinforcing the benefit of our diversified business portfolio. Increased demand for Dow's products in Europe offset declines in other parts of the world - demonstrating the merit of geographic balance. Our nonconsolidated joint ventures once again added substantially to our bottom line, with equity earnings for the quarter rising compared with last year. And our commitment to financial discipline enabled us to significantly reduce debt, while also ensuring continued cost constraint - with the Company's Selling, Administrative and Research and Development expenses as a percent of sales remaining below 6 percent."

In the Performance Plastics segment, sales for the third quarter were $2.9 billion, an increase of 22 percent compared with the same period in 2004, with volume up 5 percent and price up 17 percent. Sales improved across all businesses and in all geographic areas, leading to particularly strong earnings growth in Polyurethanes, Engineering Plastics and Epoxy Products and Intermediates. Dow Automotive reported a healthy year-over-year volume improvement, outpacing the industry by securing higher content with its traditional global OEM customer base and continuing to capture opportunities with new customers. Volume was also up in Dow's Building and Construction business, with strong demand growth for STYROFOAM(TM) brand products in both Europe and North America. Results for the segment in the third quarter were bolstered by the successful integration of ENGAGE(TM), NORDEL(TM) and TYRIN(TM) elastomers, acquired in connection with the dissolution of the DuPont Dow Elastomers joint venture. Third quarter EBIT(2) for the Performance Plastics segment was $580 million, almost two and a half times the $238 million reported in the same quarter of 2004.

Sales in Performance Chemicals rose to $1.9 billion for the third quarter of 2005, an increase of 13 percent compared with the same period last year. This improvement was driven by a 17 percent increase in price, while volume was down 4 percent from the robust levels of a year ago. Dow Latex had a strong quarter, with both Emulsion Polymers and UCAR(TM) Emulsion Systems reporting double-digit price increases in most geographic areas. Specialty Polymers also reported a good quarter, benefiting from the sale of FILMTEC(TM) membranes to the world's largest desalination plant in the Middle East. And Acrylics and Oxide Derivatives recorded a strong increase in both sales and earnings, as the business overcame the impact of higher feedstock costs and lower volume. Performance Chemicals reported EBIT of $298 million for the third quarter, an increase of 84 percent compared with $162 million in the same period last year.

The Agricultural Sciences segment had a disappointing third quarter, posting sales of $615 million, down 6 percent from $657 million in the same quarter a year ago. Volume was down 8 percent year-over-year, due in part to the absence of a soybean rust outbreak in the southern United States and difficult market conditions in Brazil. By contrast, the segment saw healthy growth in its Plant Genetics and Biotechnology business, driven by increased demand for sunflower and corn seeds. Third quarter EBIT for Agricultural Sciences fell by $71 million compared with the same period a year ago, resulting in a loss for the quarter of $28 million.

Plastics sales climbed to $2.9 billion for the third quarter, 11 percent higher than the same period last year, with volume rising 2 percent as demand continued to recover from customer inventory de-stocking earlier in the year. Price was up 9 percent year-over-year, all but offsetting the surge in feedstock and energy costs. The quarter was marked by a further improvement in polyethylene demand, with tightening global supply driving significant price increases across all geographic areas. Polystyrene also delivered good volume growth during the quarter, with a modest improvement in earnings. Third quarter EBIT for the Plastics segment of $420 million was slightly lower than the $428 million posted for the same period in 2004.

Sales in the Chemicals segment declined slightly in the third quarter compared with the same period a year ago, dropping 3 percent to $1.3 billion. Price was up 9 percent, but volume was down 12 percent, principally the consequence of hurricanes Katrina and Rita which impacted around half of Dow's global ethylene glycol, caustic soda and vinyl chloride monomer production. Year-over-year caustic soda prices were up significantly, but these increases were not sufficient to keep pace with the soaring cost of U.S. natural gas. Results for ethylene glycol were impacted by an outage at EQUATE early in the quarter - and by lower selling prices compared with the very high levels of a year ago. The Chemicals segment reported EBIT for the third quarter of $168 million, 42 percent lower than the same period last year.

"This was a significantly challenging quarter for Dow, but one in which we were able to report healthy earnings growth, further strengthening our balance sheet and taking us past Dow's previous record annual earnings, with one full quarter to spare," said Merszei.

"Looking ahead, global economic growth is set to continue, spurring higher demand for chemicals and plastics in the face of tightening supply/demand balances. Although feedstock and energy costs are expected to remain high and volatile, our continued focus on financial discipline and margin management should reap another year-over-year earnings improvement in the fourth quarter - and 2006 should exceed our performance in 2005," he said.

  (1) Net debt equals total debt ("Notes payable" plus "Long-term debt due
      within one year" plus "Long-Term Debt") minus "Cash and cash
      equivalents" and "Marketable securities and interest-bearing
      deposits."

  (2) Earnings before interest, income taxes and minority interests
      ("EBIT"). A reconciliation of EBIT to "Net Income Available for Common
      Stockholders" is provided following the Operating Segments and
      Geographic Areas table.

  About Dow

Dow is a leader in science and technology, providing innovative chemical, plastic and agricultural products and services to many essential consumer markets. With annual sales of $40 billion, Dow serves customers in 175 countries and a wide range of markets that are vital to human progress, including food, transportation, health and medicine, personal and home care, and building and construction, among others. Committed to the principles of sustainable development, Dow and its 43,000 employees seek to balance economic, environmental and social responsibilities. References to "Dow" or the "Company" mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted.

Note: The forward-looking statements contained in this document involve risks and uncertainties that may affect the Company's operations, markets, products, services, prices and other factors as discussed in filings with the Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental and technological factors. Accordingly, there is no assurance that the Company's expectations will be realized. The Company assumes no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.

Supplemental information

The following table summarizes the impact of certain items recorded in the nine-month periods ended September 30, 2005 and 2004. None of these items impacted results for either the third quarter of 2005 or the third quarter of 2004.

  Description of Certain Items Affecting Results:
  Nine-month periods ended September 30, 2005 and 2004

Earnings for the nine-month period ended September 30, 2005 were favorably impacted by a pretax gain of $70 million, or $0.05 per share, related to the sale of a 2.5 percent interest in the EQUATE joint venture, recorded in the first quarter of 2005. Of this gain, $29 million was reflected in the Plastics segment and $41 million was reflected in the Chemicals segment. In addition, earnings for the nine-month period ended September 30, 2005 were favorably impacted by an after-tax benefit of $113 million, equivalent to $0.12 per share, related to the plan to repatriate foreign earnings in 2005 under the American Jobs Creation Act of 2004 ("AJCA"). This was reflected in "Provision for income taxes." The gain was partially offset by a pretax charge of $31 million, or $0.02 per share, associated with the Company's early redemption of debt, reflected in Unallocated and Other. Both of these items were recorded in the second quarter of 2005.

In the nine-month period ended September 30, 2004, the Company recorded a net pretax gain from restructuring of $20 million, equivalent to $0.01 per share, during the second quarter. The net gain included: gains of $563 million from asset divestitures associated with the formation of two new joint ventures, MEGlobal ($439 million gain in the Chemicals segment) and Equipolymers ($124 million gain in the Plastics segment); charges totaling $99 million for asset impairments related to the future sale or shutdown of facilities ($89 million charge in the Performance Chemicals segment, $10 million charge in Unallocated and Other); a charge of $148 million (in Unallocated and Other) in recognition of a liability associated with a loan guarantee for Cargill Dow LLC, a former 50:50 joint venture; and employee- related restructuring charges of $296 million, reflected in Unallocated and Other.

                       Pretax            Impact on          Impact on
                      Impact (1)        Net Income (2)       EPS (3)
                     Nine Months        Nine Months        Nine Months
                       Ended               Ended              Ended
  In millions,  Sept. 30, Sept. 30, Sept. 30, Sept. 30, Sept. 30, Sept. 30,
  except per      2005      2004      2005      2004      2005      2004
  share amounts

  Gain on sale
   of EQUATE
   shares         $ 70        -        $46         -     $ 0.05         -
  Loss on early
   extinguishment
   of debt         (31)       -        (20)        -      (0.02)        -
  AJCA repatriation
   of foreign
   earnings          -        -        113         -       0.12         -
  Employee-related
   restructuring
   charges           -    $(296)         -     $(200)         -    $(0.21)
  Gains on
   divestitures of
   assets related
   to the formation
   of MEGlobal and
   Equipolymers
   joint ventures    -      563          -       379          -      0.40
  Asset impairments  -      (99)         -       (69)         -     (0.08)
  Recognition of
   liability related
   to Cargill Dow
   loan guarantee    -     (148)         -       (93)         -     (0.10)
  Total           $ 39      $20       $139       $17     $ 0.15    $ 0.01

  (1) Impact on "Income before Income Taxes and Minority Interests"
  (2) Impact on "Net Income Available for Common Stockholders"
  (3) Impact on "Earnings per common share - diluted"


  THE DOW CHEMICAL COMPANY - 3Q05 EARNINGS
  Financial Statements (Note A)

                The Dow Chemical Company and Subsidiaries
                    Consolidated Statements of Income

                                   Three Months Ended     Nine Months Ended

                                   Sept. 30, Sept. 30,  Sept. 30,  Sept. 30,
  In millions, except per share      2005      2004       2005       2004
  amounts (Unaudited)
  Net Sales                        $11,261   $10,072    $34,390    $29,225
    Cost of sales                    9,610     8,697     28,247     24,949
    Research and development
     expenses                          264       248        790        761
    Selling, general and
     administrative expenses           379       341      1,153      1,051
    Amortization of intangibles         13        19         40         64
    Restructuring net gain (Note B)      -         -          -         20
    Equity in earnings of
     nonconsolidated affiliates        240       232        739        626
    Sundry income - net (Note C)        39        35        178         20
    Interest income                     42        19         98         58
    Interest expense and
     amortization of debt
     discount                          168       193        543        561
  Income before Income Taxes and
   Minority Interests                1,148       860      4,632      2,563
    Provision for income taxes
     (Note D)                          328       214      1,153        702
    Minority interests' share in
     income                             19        29         60         90
  Net Income Available for Common
   Stockholders                       $801      $617     $3,419     $1,771
  Share Data
    Earnings per common share -
     basic                           $0.83     $0.66      $3.55      $1.89
    Earnings per common share -
     diluted                         $0.82     $0.65      $3.51      $1.87
    Common stock dividends
     declared per share of common
     stock                          $0.335    $0.335     $1.005     $1.005
    Weighted-average common
     shares outstanding - basic      965.2     940.9      962.1      937.0
    Weighted-average common
     shares outstanding - diluted    978.4     951.4      974.2      948.8
  Depreciation                        $454      $515     $1,378     $1,435
  Capital Expenditures                $400      $321     $1,050       $851

  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, 2004.  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 the second quarter of 2004, the Company recorded a net pretax
          gain of $20 million related to restructuring activities.  The net
          gain included gains totaling $563 million related to the
          divestitures of assets in conjunction with the formation of two
          new joint ventures, MEGlobal and Equipolymers; asset impairments
          of $99 million related to the future sale or shutdown of
          facilities; the recognition of a liability of $148 million
          associated with a loan guarantee for Cargill Dow LLC, a 50:50
          joint venture; and employee-related restructuring charges of $296
          million.  The employee-related restructuring charges included
          severance of $225 million and curtailment costs of $71 million
          associated with Dow's defined benefit plans, and were the result
          of decisions management made in the second quarter relative to
          employment levels as the Company restructured its business
          organization and finalized plans for additional plant shutdowns
          and divestitures.

  Note C: In November 2004, Union Carbide Corporation sold a 2.5 percent
          interest in EQUATE to National Bank of Kuwait for $104 million.
          In March 2005, the resale of these shares to private Kuwaiti
          investors was completed, reducing Union Carbide's ownership
          interest from 45 percent to 42.5 percent and resulting in a pretax
          gain of $70 million in the first quarter of 2005.

  Note D: In the second quarter of 2005, the Company finalized its plan
          for the repatriation of foreign earnings subject to the
          requirements of the American Jobs Creation Act of 2004, resulting
          in a credit to the "Provision for income taxes" of $113 million.


                The Dow Chemical Company and Subsidiaries
                       Consolidated Balance Sheets

                                             Sept. 30,            Dec. 31,
  In millions      (Unaudited)                  2005                2004
  Assets
  Current Assets
    Cash and cash equivalents                  $3,179              $3,108
    Marketable securities and
     interest-bearing deposits                     31                  84
    Accounts and notes receivable:
         Trade (net of allowance for
          doubtful receivables -
          2005: $188; 2004: $136)               4,927               4,753
         Other                                  2,870               2,604
    Inventories                                 5,450               4,957
    Deferred income tax assets -
     current                                      393                 384
    Total current assets                       16,850              15,890
  Investments
    Investment in nonconsolidated
     affiliates                                 2,311               2,698
    Other investments                           2,185               2,141
    Noncurrent receivables                        141                 189
    Total investments                           4,637               5,028
  Property
    Property                                   41,415              41,898
    Less accumulated depreciation              28,085              28,070
    Net property                               13,330              13,828
  Other Assets
    Goodwill                                    3,140               3,152
    Other intangible assets (net of
     accumulated amortization -
     2005: $534; 2004: $507)                      475                 535
    Deferred income tax assets -
     noncurrent                                 4,032               4,369
    Asbestos-related insurance
     receivables - noncurrent                     854               1,028
    Deferred charges and other
     assets                                     2,419               2,055
    Total other assets                         10,920              11,139
  Total Assets                                $45,737             $45,885

  Liabilities and Stockholders' Equity
  Current Liabilities
    Notes payable                                $203                $104
    Long-term debt due within one year            719                 861
    Accounts payable:
         Trade                                  3,478               3,701
         Other                                  1,531               2,194
    Income taxes payable                          432                 419
    Deferred income tax liabilities
     - current                                    465                 205
    Dividends payable                             327                 342
    Accrued and other current liabilities       2,573               2,680
    Total current liabilities                   9,728              10,506
  Long-Term Debt                                9,969              11,629
  Other Noncurrent Liabilities
    Deferred income tax liabilities
     - noncurrent                               1,467               1,301
    Pension and other postretirement
     benefits - noncurrent                      3,898               3,979
    Asbestos-related liabilities -
     noncurrent                                 1,426               1,549
    Other noncurrent obligations                3,253               3,202
    Total other noncurrent
     liabilities                               10,044              10,031
  Minority Interest in Subsidiaries               333                 449
  Preferred Securities of
   Subsidiaries                                 1,000               1,000
  Stockholders' Equity
    Common stock                                2,453               2,453
    Additional paid-in capital                    572                 274
    Unearned ESOP shares                           (4)                (12)
    Retained earnings                          13,952              11,527
    Accumulated other comprehensive loss       (1,689)               (977)
    Treasury stock at cost                       (621)               (995)
    Net stockholders' equity                   14,663              12,270
  Total Liabilities and
   Stockholders' Equity                       $45,737             $45,885

  See Notes to the Consolidated Financial Statements.


                The Dow Chemical Company and Subsidiaries
                 Operating Segments and Geographic Areas

                                 Three Months Ended    Nine Months Ended
                                Sept. 30,   Sept. 30, Sept. 30,  Sept. 30,
  In millions (Unaudited)          2005       2004      2005       2004
  Operating segment sales
    Performance Plastics          $2,939     $2,417    $8,467     $6,875
    Performance Chemicals          1,906      1,694     5,816      4,894
    Agricultural Sciences            615        657     2,635      2,610
    Plastics                       2,900      2,608     8,682      7,167
    Chemicals                      1,297      1,340     4,126      3,986
    Hydrocarbons and Energy        1,541      1,294     4,443      3,480
    Unallocated and Other             63         62       221        213
       Total                     $11,261    $10,072   $34,390    $29,225
  Operating segment EBIT (1)
    Performance Plastics            $580       $238    $1,494       $697
    Performance Chemicals            298        162     1,035        417
    Agricultural Sciences            (28)        43       469        545
    Plastics                         420        428     1,795      1,134
    Chemicals                        168        292       863      1,191
    Hydrocarbons and Energy            -          -         -         (1)
    Unallocated and Other           (164)      (129)     (579)      (917)
       Total                      $1,274     $1,034    $5,077     $3,066
  Geographic area sales
    United States                 $4,123     $3,771   $12,868    $11,013
    Europe                         4,036      3,457    12,643     10,356
    Rest of World                  3,102      2,844     8,879      7,856
       Total                     $11,261    $10,072   $34,390    $29,225

   (1) The Company uses EBIT (which Dow defines as earnings before interest,
       income taxes and minority 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
       Available for Common Stockholders" is provided below:


                               Three Months Ended      Nine Months Ended
                             Sept. 30,   Sept. 30,   Sept. 30,   Sept. 30,
                                2005       2004        2005        2004

    EBIT                       $1,274     $1,034      $5,077      $3,066
    + Interest income              42         19          98          58
    - Interest expense and
      amortization of debt
      discount                    168        193         543         561
    - Provision for income
      taxes                       328        214       1,153         702
    - Minority interests' share
      in income                    19         29          60          90
    Net Income Available for
     Common Stockholders         $801       $617      $3,419      $1,771


     Sales Volume and Price by Operating Segment and Geographic Area

                                     Three Months Ended   Nine Months Ended
                                       Sept. 30, 2005       Sept. 30, 2005
  Percentage change from prior year  Volume Price Total  Volume Price Total
  Operating segments
     Performance Plastics               5%   17%   22%      1%   22%   23%
     Performance Chemicals             (4)%  17%   13%     (2)%  21%   19%
     Agricultural Sciences             (8)%   2%   (6)%    (3)%   4%    1%
     Plastics                           2%    9%   11%     (1)%  22%   21%
     Chemicals                        (12)%   9%   (3)%   (15)%  19%    4%
     Hydrocarbons and Energy            7%   12%   19%      3%   25%   28%
       Total                            -    12%   12%     (2)%  20%   18%
  Geographic areas
     United States                     (5)%  14%    9%     (2)%  19%   17%
     Europe                             8%    9%   17%      1%   21%   22%
     Rest of World                     (4)%  13%    9%     (7)%  20%   13%
       Total                            -    12%   12%     (2)%  20%   18%

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