The Dow Chemical Company 2002 Annual Report The Way Forward At Dow, we know that the way forward requires us to accelerate and intensify our efforts to improve our business and maximize both near- and long-term shareholder value. This is why we are constantly striving to eliminate waste, reduce costs, improve productivity, find better ways to do business, create new and improved products and services, enhance production methods and be more sustainable. We are also conscious that the actions we take today not only set the foundation for long-term business success, but also pave the way forward for improving the daily lives of current and future generations. Dow invites you to explore our 2002 Annual Report to learn more about how we are leading the way forward. 2002 Financial Highlights IN MILLIONS, EXCEPT AS NOTED 2002 2001 Net Sales $27,609 $28,075 Earnings before Interest, Income Taxes and Minority Interests (“EBIT”)* 86 35 Net Income (Loss) (338) (385) Return on Stockholders’ Equity (4.4)% (3.9)% Earnings (Loss) per Share—Basic (in dollars) (0.37) (0.43) Earnings (Loss) per Share—Diluted (in dollars) (0.37) (0.43) Dividends Declared per Share (in dollars) 1.34 1.295 *See page 22 for a reconciliation of EBIT to “Income (Loss) before Income Taxes and Minority Interests.” Net Sales (dollars in millions) EBIT (dollars in millions) 98 $25,396 98 $3,093 99 $26,131 99 $3,022 00 $29,798 00 $3,105 01 $28,075 01 $35 02 $27,609 02 $86 Earnings (Loss) per Share—Diluted (dollars) Dividends Declared per Share (dollars) 98 $1.89 98 $1.16 99 $1.82 99 $1.16 00 $1.85 00 $1.16 01 $(0.43) 01 $1.295 02 $(0.37) 02 $1.34 2002 Sales by Operating Segment (dollars in millions) 2002 Sales by Geographic Area (dollars in millions) Performance Plastics $7,095 United States $11,259 Performance Chemicals $5,130 Agricultural Sciences $2,717 Plastics $6,476 Europe $9,209 Chemicals $3,361 Hydrocarbons and Energy $2,435 Unallocated and Other $395 Rest of World $7,141 Results for 2002 included the pretax impact of merger-related expenses and restructuring of $280 million and a pretax charge of $828 million related to Union Carbide Corporation’s potential asbestos-related liability. Results for 2001 included the impact of a $1.5 billion pretax special charge for merger-related expenses and restructuring. See Notes B and J to the Consolidated Financial Statements for additional information. The Dow Chemical Company 1 > To the Stockholders of The Dow Chemical Company: 2002 was not a good year for Dow. Neither the general economy nor industry fundamentals offered much relief from the difficult conditions we faced in 2001. Despite expectations that industry conditions would improve in the second half of the year, the economic rebound never materialized, and lagging demand and excess capacity continued to impede our efforts to adequately raise prices and substantially increase volume. As a result, profit margins were severely compressed. Although industry conditions were tough, they are not an excuse for earnings that were, in a word, unacceptable. Regardless of the conditions we face, the management of this company is being held responsible and accountable for performance. That is why the Board of Directors decided in December to make a change in executive leadership. Building our financial strength In returning as Dow’s CEO, my immediate tasks are to raise profit margins, improve cash flow and reduce debt. To do so, we are restructuring, consolidating and streamlining our company in order to improve our cost structure, reduce capital spending and focus more on our competitive assets and businesses. All options are on the table. The measures we are pursuing in 2003 include: •Divesting non-strategic and under-performing assets. • Closing assets that are either under-utilized or non-competitive, including our announcement in January of 2003 to close two Union Carbide ethylene crackers in Texas that will reduce U.S. Gulf Coast ethylene capacity by roughly 4%. •Sharply reducing structural costs by $400 million, including cuts in discretionary spending, strict limitations on new hires, productivity improvements and the elimination of 3,000-4,000 jobs through divestitures, plant shutdowns, attrition and efficiencies. • Reducing capital spending by $400 million, or 25%, from 2002, placing capital expenditures well below depreciation levels. The bulk of these spending cuts will come from reduced planned capacity expansions. We will continue to devote capital to maintaining the reliability and safety of our plants. • Shifting our successful Six Sigma methodology to cost-reduction projects that have an immediate, positive impact on earnings, rather than longer term revenue-increasing projects. • Delaying or canceling all corporate initiatives, except those that positively impact the bottom line in 2003. Bill Stavropoulos, • On the revenue side, focusing on our customers and market dynamics to increase prices and improve volume. Chairman, President and CEO Since 1995, Dow’s oil and energy costs have increased while prices have fallen, with a negative impact on profits of nearly $9 billion. We are working closely with our customers to confront the challenge we face, given the highly volatile cost of feedstocks. These measures, taken together, are designed to increase cash flow by over a billion dollars from 2002 and generate positive free cash flow in 2003. Meanwhile, we will continue to pursue our long-term strategy to invest in our franchise businesses—those with long-term competitive advantage— and in our less cyclical performance businesses. In doing so, we will emphasize productivity, which is the sine qua non of this industry. Ours is a world of unremitting competitiveness. Trends toward supplier and customer consolidation, high and volatile energy costs, and increased competition from developing countries continue to challenge the chemical industry. Productivity must and will be a priority for Dow not only at the trough of the cycle, but also at the peak. On track for long-term profitability Looking at the long-term, it is important to remember that difficult conditions are not new to the chemical industry. Herbert H. Dow, this company’s founder, encountered them in the early years of the 20th century, as have more recent Dow managers in the 1980s and 90s, when deep troughs were followed by periods of robust profitability. Our task is to ensure that the company will benefit not just from better conditions, but from the work we are doing right now to improve profitability regardless of where we are in the cycle. Towards that end, we are building on our accomplishments in 2002; chief among them were: • Completing the integration of Union Carbide and other key acquisitions, including Ascot fine and specialty chemicals, Rohm and Haas’s agricultural chemicals business, Gurit-Essex, and EniChem’s polyurethanes business. With Union Carbide alone, we achieved cost synergies of $1.2 billion dollars, significantly improving the profit margins of Carbide’s businesses and making them globally competitive. •Growth in Performance Chemicals, a $5.1 billion portfolio of businesses that was Dow’s most profitable segment in 2002. Specialty businesses from Carbide not only substantially increased the sales of Performance Chemicals, they also increased profits. Performance Chemicals is now one of the top five specialty chemical businesses in the world. > 2 The Dow Chemical Company • Continued growth in Asia, where our volume increased by 12% and sales by 7%. This region now accounts for $3.3 billion of our revenues, with per- formance businesses comprising over 60%. The Union Carbide joint ventures in Kuwait and Malaysia, a source of low-cost feedstocks, are instrumental to our expansion in Asia. In addition, we started up a latex plant in Zhangjiagang, The People’s Republic of China, and our joint venture with Asahi Kasei began polystyrene production there. In the second quarter of 2003 we expect to start up production of a new epoxy resins plant at the site. Meanwhile, we continue making progress towards our 2005 goals in Environmental, Health and Safety performance, and here it is worth mentioning that these ambitious goals represent an improvement of up to 90% from our starting point in 1994. During the year, we reduced our injury and illness rate by 20%, and leaks, breaks and spills by 14%. Lest we forget what these numbers mean, consider this: since 1994, more than 8000 injuries and illnesses did not occur as a result of our progress—in other words, Dow employees and contractors are safer. And, in response to the corporate governance lapses that have shaken investor confidence, we are reaffirming and clarifying our code of ethics and strengthening the oversight of our company. Managing the asbestos issue We also took a new look at asbestos issues associated with Union Carbide’s former business activities, with the goal of bringing greater clarity to investors. Towards that end, the well-known firm, Analysis, Research & Planning Corporation, with more than 20 years of experience working on major liability issues, including asbestos, quantified the potential cost of resolving pending and future claims against Carbide. Based on the results of this analysis, Carbide increased the reserve for its potential asbestos liabilities to $2.2 billion. It also increased the receivable for asbestos-related insur- ance recoveries to $1.35 billion. As a result of this assessment, Carbide—and consequently Dow—took a pretax charge to earnings of $828 million in the fourth quarter of 2002. This action reflects our belief that quantifying the pending and future costs of resolving asbestos claims against Carbide will help alleviate the uncertainty surrounding asbestos, and help our company realize its full value. Meanwhile, Carbide will continue to press its strong legal position in litigation.