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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2008
or
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to
Commission file number 1-3507
ROHM AND HAAS COMPANY
(Exact name of registrant as specified in its charter)
     
DELAWARE   23-1028370
(State or other jurisdiction
of incorporation or
organization)
  (I.R.S. Employer
Identification No.)
         
100 INDEPENDENCE MALL WEST
PHILADELPHIA, PA
  19106   Registrant’s telephone number
including area code:
(Address of principal executive offices)   (Zip Code)   (215) 592-3000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.
Yes þ     No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þAccelerated filer o 
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o     No þ
Common stock outstanding at October 22, 2008: 195,200,278 shares
 
 

 


 

ROHM AND HAAS COMPANY AND SUBSIDIARIES
FORM 10-Q
INDEX
                 
PART I.   FINANCIAL INFORMATION        
 
               
 
  Item 1.   Financial Statements (unaudited)        
 
               
 
      Consolidated Statements of Operations for the three and nine months ended September 30, 2008 and 2007     2  
 
      Consolidated Statements of Cash Flows for the nine months ended September 30, 2008 and 2007     3  
 
      Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007     4  
 
      Consolidated Statement of Stockholders’ Equity for the nine months ended September 30, 2008     5  
 
      Notes to Consolidated Financial Statements     6  
 
               
 
  Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations     27  
 
               
 
  Item 3.   Quantitative and Qualitative Disclosures about Market Risk     60  
 
               
 
      Management’s discussion of market risk is incorporated herein by reference to Item 7a included in our Form 10-K for the year ended December 31, 2007, filed on February 21, 2008, as amended by our Form 8-K filed with the Securities and Exchange Commission on June 6, 2008.     60  
 
               
 
  Item 4.   Controls and Procedures     60  
 
               
PART II.   OTHER INFORMATION     61  
 
               
 
  Item 1.   Legal Proceedings     61  
 
               
 
  Item 1A.   Risk Factors        
 
               
 
      Management’s discussion of market risk is incorporated herein by reference to Item 7a included in our Form 10-K for the year ended December 31, 2007, filed on February 21, 2008, as amended by our Form 8-K filed with the Securities and Exchange Commission on June 6, 2008.        
 
               
 
  Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds     61  
 
               
 
  Item 4.   Submission of Matters to a Vote of Security Holders        
 
               
 
  Item 6.   Exhibits     61  
 EXHIBIT 31.1
 EXHIBIT 31.2
 EXHIBIT 32

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Rohm and Haas Company and Subsidiaries
Consolidated Statements of Operations
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2008     2007     2008     2007  
(in millions, except per share amounts)                                
(unaudited)                                
 
                               
Net sales
  $ 2,471     $ 2,204     $ 7,545     $ 6,554  
Cost of goods sold
    1,874       1,590       5,658       4,727  
 
                       
Gross profit
    597       614       1,887       1,827  
Selling and administrative expense
    287       256       873       793  
Research and development expense
    85       72       244       213  
Interest expense
    39       30       124       77  
Amortization of intangibles
    16       14       48       42  
Restructuring and asset impairments
    4       18       102       28  
Pension Judgment
          65             65  
Share of affiliate earnings, net
    6       6       96       17  
Other expense (income), net
    40       (3 )     19       (32 )
 
                       
Earnings from continuing operations before income taxes, and minority interest
    132       168       573       658  
Income taxes
          36       111       168  
Minority interest
    3       3       14       10  
 
                       
Earnings from continuing operations
    129       129       448       480  
 
                       
 
Discontinued operations:
                               
Net earnings of discontinued lines of business, net of tax
    2             2       1  
 
                       
Net earnings
    131       129       450       481  
 
                       
 
Basic earnings per share (in dollars):
                               
From continuing operations
  $ 0.67     $ 0.62     $ 2.31     $ 2.26  
Earnings from discontinued operation
    0.01             0.01       0.01  
 
                       
Net earnings per share
  $ 0.68     $ 0.62     $ 2.32     $ 2.27  
 
                       
 
Diluted earnings per share (in dollars):
                               
From continuing operations
  $ 0.66     $ 0.61     $ 2.28     $ 2.23  
Earnings from discontinued operation
    0.01             0.01       0.01  
 
                       
Net earnings per share
  $ 0.67     $ 0.61     $ 2.29     $ 2.24  
 
                       
 
Weighted average common shares outstanding — basic
    192.7       206.8       193.6       212.1  
Weighted average common shares outstanding — diluted
    195.7       210.1       196.5       215.3  
See Notes to Consolidated Financial Statements

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Rohm and Haas Company and Subsidiaries
Consolidated Statements of Cash Flows
                 
For the nine months ended September 30,   2008     2007  
(in millions)                
(unaudited)                
 
               
Cash flows from operating activities
               
Net earnings
  $ 450     $ 481  
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
(Gain) loss on disposal of businesses and equity affiliates
    (86 )     2  
Federal income taxes related to disposal of equity affiliates
    39        
(Gain) on sale of assets
    (3 )     (2 )
Provision for allowance for doubtful accounts
    7       4  
Provision for LIFO reserve
    67       17  
Provision from deferred taxes
    (86 )     (87 )
Asset impairments
    24       17  
Depreciation
    348       309  
Amortization of intangibles
    48       42  
Pension judgment
          65  
Share-based compensation
    43       36  
Changes in assets and liabilities:
               
Accounts receivable
    86       (195 )
Inventories
    (174 )     33  
Prepaid expenses and other current assets
    (25 )     (13 )
Accounts payable and accrued liabilities
    (104 )     (129 )
Federal, foreign and other income taxes payable
    (48 )     18  
Other, net
    33       (8 )
 
           
Net cash provided by operating activities
    619       590  
 
           
 
Cash flows from investing activities
               
Acquisitions of businesses affiliates and intangibles, net of cash received
    (163 )     (119 )
Proceeds from disposal of businesses and equity affiliates, net
    118       15  
Decrease in restricted cash
    3        
Proceeds from the sale of land, buildings and equipment
    7       16  
Capital expenditures for land, buildings and equipment
    (366 )     (276 )
Payments to settle derivative contracts
    (48 )     (35 )
 
           
Net cash used by investing activities
    (449 )     (399 )
 
           
 
Cash flows from financing activities
               
Proceeds from issuance of long-term debt
          1,320  
Repayments of long-term debt
    (5 )     (236 )
Purchase of common stock
    (13 )     (1,462 )
Contribution from minority shareholder in consolidated joint venture
    22        
Tax benefit on stock options
    24       8  
Proceeds from exercise of stock options
    101       43  
Net change in short-term borrowings
    (44 )     10  
Payment of dividends
    (233 )     (231 )
 
           
Net cash used by financing activities
    (148 )     (548 )
 
           
Net increase (decrease) in cash and cash equivalents
    22       (357 )
Effect of exchange rate changes on cash and cash equivalents
    (11 )     11  
Cash and cash equivalents at the beginning of the period
    265       593  
 
           
Cash and cash equivalents at the end of the period
  $ 276     $ 247  
 
           
See Notes to Consolidated Financial Statements

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Rohm and Haas Company and Subsidiaries
Consolidated Balance Sheets
                 
    September 30,     December 31,  
    2008     2007  
(in millions, except share data)                
(unaudited)                
 
               
Assets
               
Cash and cash equivalents
  $ 276     $ 265  
Restricted cash
          3  
Receivables, net
    1,891       1,876  
Inventories
    1,120       1,024  
Prepaid expenses and other current assets
    308       258  
 
           
 
Total current assets
    3,595       3,426  
 
           
Land, buildings and equipment, net of accumulated depreciation
    2,856       2,871  
Investments in and advances to affiliates
    165       195  
Goodwill, net of accumulated amortization
    1,671       1,668  
Other intangible assets, net of accumulated amortization
    1,448       1,492  
Other assets
    428       455  
 
           
 
Total Assets
  $ 10,163     $ 10,107  
 
           
 
Liabilities and Stockholders’ Equity
               
Liabilities:
               
Short-term obligations
  $ 114     $ 158  
Trade and other payables
    847       806  
Accrued liabilities
    792       788  
Income taxes payable
          17  
 
           
 
Total current liabilities
    1,753       1,769  
 
           
Long-term debt
    3,115       3,139  
Employee benefits
    740       760  
Deferred income taxes
    666       766  
Other liabilities
    323       312  
 
           
 
Total Liabilities
    6,597       6,746  
 
           
 
Minority interest
    227       215  
Commitments and contingencies
               
Stockholders’ Equity:
               
Preferred stock; par value — $1.00; authorized — 25,000,000 shares; issued — no shares
           
Common stock; par value — $2.50; authorized — 400,000,000 shares; issued — 242,078,349 shares
    605       605  
Additional paid-in capital
    2,287       2,147  
Retained earnings
    2,708       2,569  
 
           
 
    5,600       5,321  
Treasury stock at cost (2008 — 46,876,902 shares; 2007 — 46,227,211 shares)
    (1,921 )     (1,918 )
ESOP shares (2008 — 7,408,438 shares; 2007 — 7,995,877 shares)
    (72 )     (75 )
Accumulated other comprehensive loss
    (268 )     (182 )
 
           
 
Total Stockholders’ Equity
    3,339       3,146  
 
           
 
Total Liabilities and Stockholders’ Equity
  $ 10,163     $ 10,107  
 
           
See Notes to Consolidated Financial Statements

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Rohm and Haas Company and Subsidiaries
Consolidated Statements of Stockholders’ Equity
For the period ended September 30, 2008
                                                                                   
    Number of                             Number of                                      
    Shares of                             Shares of                     Accumulated                
    Common             Additional             Treasury                     Other     Total       Total  
(in millions, except share amounts in thousands)   Stock     Common     Paid-in     Retained     Stock     Treasury             Comprehensive     Stockholders’       Comprehensive  
(unaudited)   Outstanding     Stock     Capital     Earnings     Outstanding     Stock     ESOP     Income (Loss)     Equity       Income  
       
Balance December 31, 2007
    195,852     $ 605     $ 2,147     $ 2,569       46,227     $ (1,918 )   $ (75 )   $ (182 )   $ 3,146            
               
 
                                                                                 
Net earnings
                            450                                       450       $ 450  
Current period changes in fair value of derivatives, net of taxes of ($4)
                                                            7       7         7  
Reclassification to earnings of derivative instruments qualifying as hedges, net of taxes of $0
                                                            (1 )     (1 )       (1 )
Cumulative translation adjustment, net of taxes of $31
                                                            (88 )     (88 )       (88 )
Amortization of net actuarial loss for pension plans, net of taxes of $2
                                                            (4 )     (4 )       (4 )
 
                                                                               
Total comprehensive income
                                                                            $ 364  
 
                                                                               
Repurchase of common stock
    (3,297 )             99               3,297       (112 )                     (13 )          
Common stock issued:
                                                                                 
Stock-based compensation
    2,647               41               (2,647 )     109                       150            
ESOP
                                                    3               3            
Tax benefit on ESOP
                            3                                       3            
Common dividends ($1.60 per share)(1)
                            (314 )                                     (314 )          
               
 
                                                                                 
Balance September 30, 2008
    195,202     $ 605     $ 2,287     $ 2,708       46,877     $ (1,921 )   $ (72 )   $ (268 )   $ 3,339            
               
 
(1)   Dividends per share represent dividends paid of $1.19 per share during the nine months ended September 30, 2008 and the dividend of $0.41 declared on September 25, 2008, payable in the fourth quarter of 2008.
See Notes to Consolidated Financial Statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: Basis of Presentation
The accompanying unaudited Consolidated Financial Statements of Rohm and Haas Company and its subsidiaries (the “Company”) have been prepared on a basis consistent with accounting principles generally accepted in the United States of America and are in accordance with the Securities and Exchange Commission (“SEC”) regulations for interim financial reporting. In the opinion of management, the financial statements reflect all adjustments, which are of a normal and recurring nature, which are necessary to present fairly the financial position, results of operations, and cash flows for the interim periods.
These financial statements should be read in conjunction with the financial statements, accounting policies and the notes included in our Form 10-K for the year ended December 31, 2007, filed on February 21, 2008 as amended by our Form 8-K filed with the SEC on June 6, 2008. The interim results are not necessarily indicative of results for a full year. In addition, the September 30, 2008 balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.
The Form 8-K filed on June 6, 2008, reflects Business Segment results on a pre-tax basis as we previously presented Business Segment results on an after-tax basis. In addition, we discovered an error in the determination of the impact of foreign exchange rates on short term debt and cash and cash equivalents related to the presentation of these items in the Consolidated Statements of Cash Flows and the Form 8-K reflects the revised results from financing activities and foreign exchange impact on cash and cash equivalents for the years ended December 31, 2005, 2006 and 2007. We have also revised the presentation of these items in the Consolidated Statements of Cash Flows for the nine months ended September 30, 2007, included in this document.
Reclassifications
Certain reclassifications have been made to prior year amounts to conform to the current year presentation.
Variable Interest Entities
We are the primary beneficiary of a joint venture deemed to be a variable interest entity. Each joint venture partner holds several equivalent variable interests, with the exception of a royalty agreement held exclusively between the joint venture and our Company. In addition, the entire output of the joint venture is sold to our Company for resale to third party customers. As the primary beneficiary, we have consolidated the joint venture’s assets, liabilities and results of operations in our Consolidated Financial Statements. Creditors and other beneficial holders of the joint venture have no recourse to the general credit of our Company.
We also hold a variable interest in another joint venture, accounted for under the equity method of accounting. The variable interest relates to a cost-plus arrangement between the joint venture and each joint venture partner. We have determined that we are not the primary beneficiary and therefore have not consolidated the entity’s assets, liabilities and results of operations in our Consolidated Financial Statements. The entity provides manufacturing services to us and the other joint venture partner, and has been in existence since 1999. As of September 30, 2008, our investment in the joint venture totals approximately $52 million, representing our maximum exposure to loss.
NOTE 2: New Accounting Pronouncements
Determining Whether Share Based Payment Transactions are Participating Securities
In June 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“FSP EITF 03-6-1”), which addresses whether instruments granted in share-

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based payment transactions are participating securities prior to vesting and, therefore, need to be included in earnings allocation in computing earnings per share under the two-class method as described in SFAS No. 128, “Earnings Per Share.” Under the guidance in FSP EITF 03-6-1, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two class method. FSP EITF 03-6-1 is effective for fiscal periods beginning after December 15, 2008. All prior-period earnings per share data presented shall be adjusted retrospectively. Early application is not permitted. We are currently assessing the impact of the adoption of this FSP to our Consolidated Income Statements.
Determination of the Useful Life of Intangible Assets
In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets.” This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under Statement 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141 (revised 2007), “Business Combinations,” and other U.S. generally accepted accounting principles (“GAAP”). This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008. We are currently assessing the impact of this FSP to our Consolidated Financial Statements.
Disclosures about Derivative Instruments and Hedging Activities
In March 2008, the FASB issued the SFAS No. 161, “Disclosures about Derivatives and Hedging Activities,” which enhances the requirements under SFAS No. 133, “Accounting for Derivatives and Hedging Activities.” SFAS No. 161 requires enhanced disclosures about an entity’s derivatives and hedging activities and how they affect an entity’s financial position, financial performance, and cash flows. This statement will be effective for fiscal years and interim periods beginning after November 15, 2008. We currently believe that the impact to our Consolidated Financial Statements will be limited to additional disclosure.
Accounting for Collaborative Arrangements
In December 2007, the Emerging Issues Task Force (“EITF”) met and ratified EITF No. 07-01, “Accounting for Collaborative Arrangements,” in order to define collaborative arrangements and to establish reporting requirements for transactions between participants in a collaborative arrangement and between participants in the arrangement and third parties. This EITF is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. This EITF is to be applied retrospectively to all prior periods presented for all collaborative arrangements existing as of the effective date. We do not believe this EITF will have a material effect on our Consolidated Financial Statements.
Non-controlling Interests
In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements,” which amends ARB No. 51. SFAS No. 160 establishes accounting and reporting standards that require that 1) non-controlling interests held by non-parent parties be clearly identified and presented in the consolidated statement of financial position within equity, separate from the parent’s equity and 2) the amount of consolidated net income attributable to the parent and to the non-controlling interest be clearly presented on the face of the consolidated statement of income. SFAS No. 160 also requires consistent reporting of any changes to the parent’s ownership while retaining a controlling financial interest, as well as specific guidelines over how to treat the deconsolidation of controlling interests and any applicable gains or losses. This statement will be effective for financial statements issued in 2009. We are currently assessing the impact to our Consolidated Financial Statements.

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Business Combinations
In December 2007, the FASB issued SFAS No. 141R, “Business Combinations,” which replaces SFAS 141. SFAS 141R establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. We will be required to adopt SFAS 141R on January 1, 2009 and we will apply this guidance to any acquisitions that close subsequent to December 31, 2008.
Fair Value Option for Financial Assets and Financial Liabilities
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” which provides companies with an option to report selected financial assets and liabilities at fair value in an attempt to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. This statement is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. Upon adoption of this statement, we did not elect the SFAS 159 option for our existing financial assets and liabilities and therefore adoption of SFAS 159 did not have any impact on our Consolidated Financial Statements.
Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards
In November 2006 and in March 2007, the EITF met and issued EITF No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards,” in order to clarify the recognition of the income tax benefit received from dividends paid to employees holding equity-classified nonvested shares, equity-classified nonvested share units, or equity-classified nonvested share options charged to retained earnings. EITF No. 06-11 states that the income tax benefit received from dividends paid on equity-classified nonvested shares, equity-classified nonvested share units, or equity-classified nonvested share options should be charged to retained earnings, and should be recognized as an increase to additional paid-in capital. EITF No. 06-11 is to be applied prospectively to the income tax benefits on equity classified employee share-based payment awards that are declared in fiscal years beginning after September 15, 2007. We adopted this EITF effective January 1, 2008, and it did not have a material impact on our Consolidated Financial Statements.
Fair Value Measurements
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. For financial assets and liabilities, SFAS No. 157 is effective for us beginning January 1, 2008. In February 2008, the FASB deferred the effective date of SFAS No. 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) until January 1, 2009. We believe the impact will not require material modification related to our non-recurring fair value measurements and will be substantially limited to expanded disclosures in the Notes to our Consolidated Financial Statements for notes that currently have components measured at fair value. Effective January 1, 2008, we adopted SFAS No. 157 for financial assets and liabilities measured at fair value on a recurring basis. The partial adoption of SFAS No. 157 for financial assets and liabilities did not have a material impact on our consolidated financial position, results of operations or cash flows. See Note 4 for information and related disclosures.

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NOTE 3: Acquisitions and Dispositions of Assets
Acquisitions
In July 2008, we acquired the operations of SKC Euro Display for approximately $28 million, which included fixed assets of approximately $22 million, accounts receivable of approximately $5 million and inventory of approximately $1 million.
On July 31, 2008, our Salt segment acquired the Season-All® brand seasoned salt product line from McCormick & Company for $15 million in cash, primarily comprised of $14 million of intangible assets, including $12 million of trade name and $2 million of customer lists. This purchase supports the Salt segment’s strategy of expanding its specialty salt portfolio.
On April 1, 2008, we acquired the FINNDISP division of OY Forcit AB, a Finnish paint emulsions operation, for approximately 52 million Euros (approximately $79 million). Based in Hanko, Finland, this former division of Forcit makes water-based emulsions used in the manufacture of paints and coatings, lacquers and adhesives in Northern Europe and the Commonwealth of Independent States (former Soviet Union). As part of the initial purchase price allocation, $9 million was allocated to definite-lived intangible assets primarily consisting of customer relationships.
The following table presents the initial purchase price allocation of our acquisition of FINNDISP:
         
(in millions)   April 1, 2008  
 
Current assets, including cash acquired of $1 million
       
Accounts receivable
  $ 3  
Inventories
    19  
Land, buildings and equipment
    43  
Goodwill
    26  
Intangible assets
    9  
Other, including cash acquired of $1 million
    1  
 
     
Total assets acquired
  $ 101  
 
       
Current liabilities
       
Accounts payable
  $ 6  
Notes payable
    16  
 
     
Total liabilities assumed
  $ 22  
 
       
 
     
Net assets
  $ 79  
 
     
We expect to have the purchase price allocation complete by the end of 2008 as we are finalizing the final value of the closing balance sheet with OY Forcit AB.
On April 4, 2008, we acquired Gracel Display, Inc., a leading developer and manufacturer of Organic Light Emitting Diode materials based in South Korea for approximately $41 million. As part of the initial purchase price allocation, $5 million was allocated to definite-lived intangible assets primarily consisting of customer relationships with useful lives of five to seven years. We also recorded a charge of $1 million for acquired in-process research and development, for which technological feasibility had not yet been established. This charge is included in restructuring and asset impairments in the Consolidated Statement of Operations.

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The following table presents the purchase price allocation of our acquisition of Gracel Display, Inc.:
         
(in millions)   April 4, 2008  
 
Current assets, including cash acquired of $6 million
       
Goodwill
    28  
Intangible assets
    5  
In-process research and development
    1  
Other, including cash acquired of $6 million
    10  
 
     
Total assets acquired
  $ 44  
 
     
Total liabilities assumed
  $ 3  
 
       
 
     
Net assets
  $ 41  
 
     
The following table represents the unaudited pro forma results had the acquisitions of FINNDISP and Gracel Display, Inc. occurred on January 1, 2007 and 2008:
                                 
    Three months ended   Nine months ended
    September 30,   September 30,
(in millions, except per share amounts)   2008   2007   2008   2007
 
Pro forma net sales
  $ 2,471     $ 2,220     $ 7,559     $ 6,594  
Pro forma net earnings
    131       130       451       484  
Pro forma earnings per share —
                               
Basic
  $ 0.68     $ 0.63     $ 2.33     $ 2.28  
Diluted
    0.67       0.62       2.30       2.25  
The unaudited pro forma data may not be indicative of the results that would have been obtained had the acquisitions actually been formed at the beginning of each of the periods presented, nor are they intended to be indicative of future consolidated results.
On April 16, 2008, we announced our intention to participate with a 25% interest in a joint venture with Tasnee Sahara Olefins Company of Saudi Arabia which will produce acrylic acid and related esters in Jubail, Saudi Arabia, beginning in 2011. We will invest approximately $50 million for our equity stake in the venture and its technology for making acrylic acid.
Dispositions
On April 4, 2008, we divested our 40 percent equity interest in UP Chemical Company, a South Korean firm that specializes in advanced technology used in the production of leading edge semiconductor chips. As part of the transaction, we received approximately $114 million for our equity interest, reflecting a pre-tax gain of approximately $85 million. This gain is included in Share of affiliate earnings, net in the Consolidated Statements of Operations.
NOTE 4: Fair Value Measurements
In the first quarter of 2008, we adopted SFAS No. 157, “Fair Value Measurements,” for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The statement utilizes a fair value hierarchy that

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prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
    Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
 
    Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
 
    Level 3: Unobservable inputs that reflect our own assumptions.
The following describes the valuation methodologies used to measure fair value and key inputs:
    Cash equivalents: We classify highly liquid investments with a maturity date of 30 days or less at the date of purchase including U.S. Treasury bills, federal agency securities and commercial paper as cash equivalents. We use quoted prices where available to determine fair value for U.S. Treasury notes, and industry standard valuation models using market based inputs when quoted prices are unavailable such as for corporate obligations.
 
    Long-term investments: These investments are quoted at market prices from various stock and bond exchanges.
 
    Derivative instruments and long-term debt: As part of our risk management strategy, we enter into derivative transactions to mitigate exposures. Our derivative instruments include interest rate swaps on long-term debt, currency swaps and currency forwards and options. Commodity derivative instruments are used to reduce portions of our commodity price risks, especially energy. The fair values for our derivatives and related long-term debt are based on quoted market prices from various banking institutions or an independent third party provider for similar instruments.
Our population of financial assets and liabilities subject to recurring fair value measurements and the necessary disclosures are as follows:
                                 
    Fair Value As    
    of   Fair Value Measurements at September 30,
    September 30,   2008 using Fair Value Hierarchy
(in millions)   2008   Level 1   Level 2   Level 3
 
Assets
                               
Cash and cash equivalents
  $ 276     $ 276     $     $  —  
Foreign exchange derivatives
    15             15        
Long-term investments
    67       67              
     
Total assets at fair value
  $ 358     $ 343     $ 15     $  
     
 
                               
Liabilities
                               
Interest rate derivatives
  $ 5     $     $ 5     $  
Long-term debt
    1,095             1,095        
Commodity derivatives
    2             2        
     
Total liabilities at fair value
  $ 1,102     $     $ 1,102     $  
     
Interest Rate Swaps
In the second quarter of 2008, we entered into interest rate swap agreements totaling $850 million to swap the fixed rate component of the $850 million 10-year fixed rate notes due in June 2017 to a floating rate based on three and six month LIBOR. The changes in fair value of the interest rate swap agreements are marked-to-market through income together with the offsetting changes in fair value of the underlying notes.

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Counter-party Risk
We manage counter-party risk by entering into derivative contracts only with major financial institutions of investment grade credit rating and by limiting the amount of exposure to each financial institution. The terms of certain of our derivative contracts allow us to settle at market if the counter-party is downgraded below investment grade. As of September 30, 2008, our largest exposure on derivative contracts with any one financial institution was $10 million, and our total exposure was $23 million. Based on our credit evaluation of each institution comprising these exposures, we have determined the carrying values as of September 30, 2008 to be fully realizable upon settlement.
NOTE 5: Segment Information
We operate seven reportable segments: Electronic Technologies, Display Technologies, Paint and Coatings Materials, Packaging and Building Materials, Primary Materials, Performance Materials Group, and Salt. Electronic Technologies and Display Technologies are managed under one executive as the Electronic Materials Group. Similarly, Paint and Coatings Materials, Packaging and Building Materials and Primary Materials are managed under one executive as the Specialty Materials Group. The reportable operating segments and the types of products from which their revenues are derived are discussed below.
  Electronic Technologies
 
    This group of businesses provides cutting-edge technology for use in telecommunications, consumer electronics and household appliances. It is comprised of three aggregated businesses: Semiconductor Technologies, Circuit Board Technologies, and Packaging and Finishing Technologies. The Semiconductor Technologies business develops and supplies integrated products and technologies on a global basis enabling our customers to drive leading-edge semiconductor design to boost performance of semiconductor devices powered by smaller and faster chips. This business also develops and delivers materials used for chemical mechanical planarization, the process used to create the flawless surfaces required to allow manufacturers to make faster and more powerful integrated circuits and electronic substrates. The Circuit Board Technologies business develops and delivers the technology, materials and fabrication services for increasingly powerful, high-density circuit boards in computers, cell phones, automobiles and many other electronic devices. The Packaging and Finishing Technologies business develops and delivers innovative materials and processes that boost the performance of a diverse range of electronic, optoelectronic and industrial packaging and finishing applications.
  Display Technologies
 
    This business develops, manufactures and markets materials used in the production of electronic displays. This business includes our joint venture with SKC Co. Ltd. of South Korea, SKC Haas Display Films (“SKC Haas”), which develops, manufactures, and markets advanced specialty films and materials used in LCD and plasma displays. These include light diffuser films, micro lens films, optical protection films, release protection films, reflectors, technology for touch panels, Plasma Display Panel filters, and process chemicals used to manufacture LCD color filters. This business also includes the leading-edge light management film technology acquired from Eastman Kodak in 2007, as well as process chemicals used in LCD production originally developed by Rohm and Haas. On April 4, 2008, we acquired Gracel Display, Inc., a leading developer and manufacturer of Organic Light Emitting Diode materials for approximately $41 million. In July 2008, we acquired the operations of SKC Euro Display for approximately $28 million. See Note 3 for further discussion on this acquisition. The results of these acquisitions have been included in Display Technologies since their respective acquisition dates.
  Paint and Coatings Materials
 
    This business produces acrylic emulsions and additives that are used primarily to make decorative and industrial coatings. Its products are critical components used in the manufacture of architectural paints used by do-it-yourself consumers and professional contractors. Paint and Coatings Materials products are also used in the production of industrial coatings (for use on wood

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    and metal, and in traffic paint); in construction applications (for use in roofing materials, insulation, and cement modification); and floor care products. On April 1, 2008, we acquired the FINNDISP former division of OY Forcit AB, a Finnish paint emulsions operation for approximately 52 million Euros or approximately U.S. $79 million. Beginning on April 1, 2008, the results of this operation are included in Paint and Coatings Materials. See Note 3 for further discussion on this acquisition.
  Packaging and Building Materials
 
    This business offers a broad range of polymers, additives, and formulated value-added products (which utilize a broad range of chemistries and technologies, including our world-class acrylic technology). Its products are used in a wide range of markets, including: packaging and paper, building and construction, durables and transportation, and other industrial markets. Product lines include: additives for the manufacture of plastic and vinyl products, packaging, pressure sensitive, construction, and transportation adhesives, as well as polymers and additives used in textile, graphic arts, nonwoven, paper and leather applications.
  Primary Materials
 
    This business produces methyl methacrylate, acrylic acid and associated esters as well as specialty monomer products which are building blocks used in our downstream polymer businesses and which are also sold externally. Internal consumption of Primary Materials products is principally in the Paint and Coatings Materials and Packaging and Building Materials businesses. Primary Materials also provides polyacrylic acid dispersants, opacifiers and rheology modifiers/thickeners to the global household and industrial markets.
  Performance Materials Group
 
    This business group includes our other businesses that facilitate the use of technologies to meet growing societal needs in the areas of water, food, personal care and energy. It is comprised of the operating results of Process Chemicals and Biocides and Powder Coatings. Also included in the results of our Performance Materials Group are several small businesses, including AgroFresh and Advanced Materials, that are building positions based on technology areas outside of the core of the company’s operations. Its products include: ion exchange resins, sodium borohydride, biocides, polymers and additives used in personal care applications and other niche technologies.
  Salt
 
    The Salt business houses the Morton Salt name, including the well-known image of the Morton Salt Umbrella Girl and the familiar slogan, “when it rains it pours.” This business also encompasses the leading table salt brand in Canada, Windsor Salt. Salt’s product offerings extend well beyond the consumer market to include salts used for food processing, agriculture, water conditioning, highway ice-control and industrial processing applications. On July 31, 2008, we acquired the Season-All® brand from McCormick & Company for approximately $15 million. Beginning on July 31, 2008, the results of this business were included in the Salt segment. See Note 3 for further discussion on this acquisition.

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The table below presents net sales by reportable segment. Segment eliminations are presented for intercompany sales between reportable segments.
Net Sales by Business Segment and Region
                                 
    Three Months Ended   Nine Months Ended
(in millions)   September 30,   September 30,
    2008   2007   2008   2007
     
Business Segment
                               
Electronic Technologies
  $ 433     $ 433     $ 1,335     $ 1,212  
Display Technologies
    73       9       232       15  
     
Electronic Materials Group
  $ 506     $ 442     $ 1,567     $ 1,227  
Paint and Coatings Materials
    636       570       1,804       1,652  
Packaging and Building Materials
    476       460       1,463       1,373  
Primary Materials
    667       542       1,940       1,584  
Elimination of Intersegment Sales
    (353 )     (297 )     (1,012 )     (860 )
     
Specialty Materials Group
  $ 1,426     $ 1,275     $ 4,195     $ 3,749  
Performance Materials Group
    322       296       964       882  
Salt
    217       191       819       696  
     
Total net sales
  $ 2,471     $ 2,204     $ 7,545     $ 6,554  
     
 
                               
Customer Location
                               
North America
  $ 1,100     $ 1,039     $ 3,375     $ 3,180  
Europe
    631       549       1,963       1,691  
Asia-Pacific
    615       515       1,859       1,408  
Latin America
    125       101       348       275  
     
Total net sales
  $ 2,471     $ 2,204     $ 7,545     $ 6,554  
     
Pre-Tax Earnings (Loss) from Continuing Operations by Business Segment (1)
                                 
    Three Months Ended   Nine Months Ended
(in millions)   September 30,   September 30,
    2008   2007   2008   2007
     
Business Segment
                               
Electronic Technologies
  $ 91     $ 109     $ 377     $ 300  
Display Technologies
    (8 )     (10 )     (30 )     (15 )
     
Electronic Materials Group
  $ 83     $ 99     $ 347     $ 285  
Paint and Coatings Materials
    66       96       183       275  
Packaging and Building Materials
    29       42       88       130  
Primary Materials
    9       24       65       89  
     
Specialty Materials Group
  $ 104     $ 162     $ 336     $ 494  
Performance Materials Group
    41       33       105       87  
Salt
    9       11       82       62  
Corporate (2)
    (105 )     (137 )     (297 )     (270 )
     
Earnings from continuing operations before income taxes, and minority interest
  $ 132     $ 168     $ 573     $ 658  
     
 
(1)   Prior to 2008, our Business Segment results were reported on an after-tax basis. See Form 8-K, filed June 6, 2008, for the presentation of prior year business results on a pre-tax basis.
 
(2)   Corporate includes certain corporate governance costs, interest income and expense, environmental remediation expense, insurance recoveries, exploratory research and development expense, currency gains and losses related to balance sheet non-functional currency exposures, any unallocated portion of shared services and other infrequently occurring items.

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NOTE 6: Restructuring and Asset Impairments
Severance and employee benefit costs associated with restructuring initiatives are primarily accounted for in accordance with SFAS No. 112, “Employers’ Accounting for Postemployment Benefits.” Asset impairment charges are accounted for in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets.” The following net restructuring charges were recorded for the three months and nine months ended September 30, 2008 and 2007, respectively, as detailed below:
Restructuring and Asset Impairments
                                 
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
(in millions)   2008   2007   2008   2007
 
Severance and employee benefits, net
  $ 1     $ 13     $ 78     $ 12  
Other, including contract lease termination penalties
                      (1 )
Asset impairments
    3       5       24       17  
     
Amount charged to earnings
  $ 4     $ 18     $ 102     $ 28  
     
Restructuring by Business Segment
                                                 
    Severance and Employee    
    Benefits   Headcount
(in millions, except headcount)   2008   2007   2006   2008   2007   2006
     
Initial Charge
                                               
 
                                               
Electronic Technologies
  $ 6     $ 3     $ 1       160       51       9  
Display Technologies
    3                   59              
     
Electronic Materials Group
  $ 9     $ 3     $ 1       219       51       9  
Paint and Coatings Materials
    36       2       6       387       15       75  
Packaging and Building Materials
    8       1       1       107       14       18  
Primary Materials
    1             2       3             17  
     
Specialty Materials Group
  $ 45     $ 3     $ 9       497       29       110  
Performance Materials Group
    11       7       6       123       82       37  
Salt
                5             9       114  
Corporate
    14       2       5       158       30       59  
     
Total initial charge
  $ 79     $ 15     $ 26       997       201       329  
     
 
                                               
Less: Activity
                                               
Activity during 2006
                    (3 )                     (68 )
Changes in estimate
                    (1 )                      
     
December 31, 2006 ending balance
                  $ 22                       261  
Activity during 2007
            (4 )     (17 )             (72 )     (182 )
Changes in estimate
                  (3 )             (9 )     (47 )
     
December 31, 2007 ending balance
          $ 11     $ 2               120       32  
Activity during 2008
    (7 )     (6 )     (2 )     (69 )     (49 )     (8 )
Changes in estimate
          (1 )                   (7 )     (22 )
     
Balance at September 30, 2008
  $ 72     $ 4     $       928       64       2  
     
Restructuring reserves as of September 30, 2008 total $76 million and are included in Accrued liabilities in the Consolidated Balance Sheet. The restructuring reserve balance presented is considered adequate to cover committed restructuring actions. Cash payments related to severance and employee benefits are expected to be paid over the next 18 months.

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Restructuring Initiatives
2008 Initiatives
For the nine months ended September 30, 2008, we recorded approximately $79 million of expense for severance and associated employee benefits affecting 997 positions, resulting from:
    A 30 percent reduction of installed capacity in our emulsions network in North America, reflecting the cumulative impact of productivity improvement efforts and reduced market demand;
 
    Significant reductions included selling and administrative costs for the Specialty Materials Group in mature markets;
 
    An adjustment of our infrastructure for the Electronic Materials Group, reflecting the continued shift of the business to Asia;
 
    Cost reductions related to productivity improvements for various other businesses and regions; and
 
    The termination of toll manufacturing support arrangements at two facilities related to a prior divestiture.
Of the initial 997 positions identified under the total 2008 restructuring initiatives, 69 positions have been eliminated as of September 30, 2008.
2007 Initiatives
For the three and nine months ended September 30, 2007, we recorded approximately $15 million of a provision for severance and associated employee benefits primarily associated with the elimination of 201 positions as part of our on-going efforts to reposition our business portfolio for accelerated growth by exiting non-strategic business lines, as well as to improve operating excellence through productivity initiatives in manufacturing, research and development, and business services. This was partially offset by a $2 million favorable adjustment relating to 2006 initiatives.
During the nine months ended September 30, 2008, there was a $1 million decrease in severance and employee benefit charges, resulting from a change in estimate, related to total 2007 initiatives.
Of the initial 201 positions identified under total 2007 restructuring initiatives, we reduced the total number of positions to be affected by 16 to 185 positions in total. As of September 30, 2008, 121 positions have been eliminated.
2006 Initiatives
Of the initial 329 positions identified under total 2006 restructuring initiatives, we reduced the total number of positions to be affected by 69 to 260 positions in total. As of September 30, 2008, 258 positions have been eliminated.
Asset Impairments
2008 Impairments
For the three months ended September 30, 2008, we recognized $3 million of fixed asset impairment charges due to damage at our Salt operations in the Bahamas from hurricane Ike.
For the nine months ended September 30, 2008, we recognized $24 million of fixed asset impairment charges. In addition to the $3 million of impairments to our Salt operation related to the hurricane discussed above, we recorded $21 million of asset impairment charges in the first six months of 2008. These charges include a $1 million write-off of in process research and development relating to the Gracel acquisition within Display Technologies. In addition, reduced market demand and productivity improvements in North America resulted in the impairment of fixed assets at our Louisville, KY plant totaling $5 million, $3 million of which impacted the Paint and Coatings Materials business and $2 million related to the Packaging and Building Materials business. The Packaging and Building Materials business also recorded an additional fixed asset impairment charge of $7 million due to a transfer of select business lines from our Jacarei, Brazil plant. An adjustment of our infrastructure for the Electronic Materials Group, reflecting the continued shift of the business to Asia resulted in an asset impairment charge of $3 million, $2 million of which resulted from exiting select business lines relating to the Packaging and Finishing Technologies business at our Blacksburg, VA plant and $1 million for the closing of a research and development site relating to Semiconductor Technologies business in Phoenix, AZ. Lastly, we recorded $5 million of asset impairment charges in the first quarter of 2008

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associated with fixed asset write downs related to the restructuring of two manufacturing facilities due to the termination of toll manufacturing support arrangements related to a prior divestiture.
2007 Impairments
For the three months ended September 30, 2007, we recorded asset impairments of approximately $5 million. These impairments relate to the exiting of our digital imaging business line, located in Bristol, Pennsylvania.
For the nine months ended September 30, 2007, we recorded net asset impairments of approximately $17 million. In addition to the impairment recorded during the third quarter of 2007 discussed above, we recorded a $13 million write-off of our investment in Elemica, an online chemicals e-marketplace, and the $3 million write-off of in-process research and development relating to the Eastman Kodak Company Light Management Films business acquisition, partially offset by a $4 million gain on the sale of real estate previously written down.
NOTE 7: Comprehensive Income
The components of comprehensive income are as follows:
                                 
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
(in millions)   2008   2007   2008   2007
 
Net earnings
  $ 131     $ 129     $ 450     $ 481  
Other comprehensive income:
                               
Current period changes in fair value of derivative instruments qualifying as hedges, net of ($3), $2, ($4) and $0 of income taxes, respectively
    5       (4 )     7       (1 )
Reclassification to earnings of derivative instruments qualifying as hedges, net of $1, $1, $0 and $2 of income taxes, respectively
          (2 )     (1 )     (4 )
Cumulative translation adjustment, net of $5, ($16), $31 and ($17) of income taxes (benefit), respectively
    (100 )     11       (88 )     11  
Pension plan adjustments, net of $2, ($2), $2 and ($8) of income taxes, respectively
    (2 )     6       (4 )     22  
     
Total comprehensive income
  $ 34     $ 140     $ 364     $ 509  
     

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NOTE 8: Earnings per Share
The difference in common shares outstanding used in the calculation of basic and diluted earnings per common share is primarily due to the effect of stock options and non-vested restricted stock as reflected in the reconciliations below.
The reconciliation from basic to diluted earnings per share is as follows:
                                                                 
    Three months ended,   Nine months ended,
    September 30,   September 30,
(in millions, except                                
per share amounts)   2008   2008   2007   2007   2008   2008   2007   2007
Consolidated   Diluted   Basic   Diluted   Basic   Diluted   Basic   Diluted   Basic
     
Earnings from continuing operations
  $ 129     $ 129     $ 129     $ 129     $ 448     $ 448     $ 480     $ 480  
Earnings from discontinued operation
    2       2                   2       2       1       1  
         
Net earnings
  $ 131     $ 131     $ 129     $ 129     $ 450     $ 450     $ 481     $ 481  
         
 
                                                               
Average Equivalent Shares
                                                               
Common stock outstanding
    192.7       192.7       206.8       206.8       193.6       193.6       212.1       212.1  
Employee compensation-related shares, including stock options(1)
    3.0             3.3             2.9             3.2        
         
Total average equivalent shares
    195.7       192.7       210.1       206.8       196.5       193.6       215.3       212.1  
         
 
                                                               
Per-Share Amounts
                                                               
Earnings from continuing operations
  $ 0.66     $ 0.67     $ 0.61     $ 0.62     $ 2.28     $ 2.31     $ 2.23     $ 2.26  
Earnings from discontinued operation
    0.01       0.01                   0.01       0.01       0.01       0.01  
         
Net earnings per share
  $ 0.67     $ 0.68     $ 0.61     $ 0.62     $ 2.29     $ 2.32     $ 2.24     $ 2.27  
         
 
Note:
(1)   For the three months ended September 30, 2008 and 2007, there were zero shares and for the nine months ended September 30, 2008 and 2007, there were zero and 0.3 million shares, respectively, that were excluded from the calculation of diluted earnings per share as the exercise price of the stock options was greater than the average market price for their respective periods.

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NOTE 9: Pensions and Other Postretirement Benefits
We sponsor and contribute to pension plans that provide defined benefits to U.S. and non-U.S. employees. Pension benefits earned are generally based on years of service and compensation during active employment. We provide health care and life insurance benefits (“Other Postretirement Benefits”) under numerous plans for substantially all of our domestic retired employees, for which we are self-insured. Most retirees are required to contribute toward the cost of such coverage. We also provide health care and life insurance benefits to some non-U.S. retirees, primarily in France and Canada.
The following disclosures include amounts for both the U.S. and significant foreign pension plans (primarily Canada, Germany, Japan and the United Kingdom) and other postretirement benefits.
Estimated Components of Net Periodic Cost
                                                                         
            Pension Benefits           Other Postretirement Benefits
    Three Months Ended   Nine Months Ended   Three Months Ended   Nine Months Ended        
    September 30,   September 30,   September 30,   September 30,  
(in millions)   2008   2007   2008   2007   2008   2007   2008   2007        
         
Service cost
  $ 20     $ 21     $ 59     $ 62     $ 1     $ 2     $ 4     $ 4          
Interest cost
    38       37       116       108       6       6       19       19          
Expected return on plan assets
    (50 )     (47 )     (150 )     (140 )     (1 )     (1 )     (2 )     (2 )        
Amortization of prior service cost
    (1 )           (3 )     1             (1 )     (1 )     (2 )        
Amortization of net loss
    3       7       9       18       1       1       1       2          
Pension judgment
          65             65                                  
Curtailment gain
          (1 )           (1 )                                
Settlement gain
                (2 )     (1 )                                
     
Net periodic benefit cost
  $ 10     $ 82     $ 29     $ 112     $ 7     $ 7     $ 21     $ 21          
     
Employer Contributions
During the three and nine months ended September 30, 2008, we contributed approximately $27 million and $85 million, respectively, to our qualified and non-qualified pension and postretirement benefit plans. We anticipate making full-year contributions of approximately $105 million for 2008, which consist of $30 million to our foreign qualified pension plans, $17 million to our non-qualified pension plans and $58 million to our postretirement benefit plans.
Global qualified, non-qualified pension expense and postretirement benefit expense for 2008 is expected to be approximately $67 million.
NOTE 10: Inventories
Inventories consist of the following:
                 
(in millions)   September 30, 2008   December 31, 2007
Finished products
  $ 545     $ 479  
Work in process
    356       345  
Raw materials
    165       151  
Supplies
    54       49  
     
Total
  $ 1,120     $ 1,024  
     

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NOTE 11: Goodwill and Other Intangible Assets
Goodwill
The changes in the carrying amount of goodwill for the nine months ended September 30, 2008, by business segment, are as follows:
                                                                 
    Electronic   Display   Paint and Coatings   Packaging and   Primary   Performance        
(in millions)   Technologies   Technologies   Materials   Building Materials   Materials   Materials Group   Salt   Total
 
Balance as of January 1, 2008
  $ 374     $ 94     $ 66     $ 527     $ 29     $ 251     $ 327     $ 1,668  
 
                                                               
Goodwill related to acquisitions(1)
    1       28       26                               55  
 
                                                               
Opening Balance Sheet Adjustments(2)
    (2 )                 (3 )           (4 )     (4 )     (13 )
 
                                                               
Currency effects and other(3)
          (26 )     (5 )     (8 )                       (39 )
     
 
                                                               
Balance as of September 30, 2008
  $ 373     $ 96     $ 87     $ 516     $ 29     $ 247     $ 323     $ 1,671  
     
 
(1)   Goodwill related to acquisitions is due to the following: $28 million, Display Technologies related to the acquisition of Gracel Display, Inc.; $26 million, Paint and Coatings Materials, acquisition of FINNDISP; and, $1 million, Electronic Technologies, buyback of additional shares of CMPT.
 
(2)   Primarily relates to adjustments to opening balance sheet liabilities due to the favorable resolution of tax audits resulting in the reduction of opening balance sheet tax reserves and valuation allowances.
 
(3)   Certain goodwill amounts are denominated in foreign currencies and are translated using the appropriate U.S. dollar exchange rate.

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Intangible Assets
The following table provides information regarding changes to our finite-lived intangible assets, subject to amortization, and indefinite-lived intangible assets, which are not subject to amortization.
Gross Asset Value
                                                         
    Finite-Lived     Indefinite-Lived        
                            Patents,              
    Developed     Customer             Licenses &              
(in millions)   Technology     Lists     Tradename     Other     Strategic     Tradename     Total  
 
Balance as of January 1, 2008
  $ 418     $ 911     $ 142     $  172     $ 84     $ 335     $ 2,062  
Acquisitions(1)
          18       13       2                   33  
Currency effects (2)
    (7 )     (18 )     (1 )           (5 )     (4 )     (35 )
Divestitures (3)
                      (1 )                 (1 )
     
Balance as of September 30, 2008
  $ 411     $ 911     $ 154     $ 173     $ 79     $ 331     $ 2,059  
     
Accumulated Amortization
                                                         
    Finite-Lived     Indefinite-Lived        
                            Patents,              
    Developed     Customer             Licenses &              
(in millions)   Technology     Lists     Tradename     Other     Strategic     Tradename     Total  
 
Balance as of January 1, 2008
  $ (203 )   $ (198 )   $ (33 )   $ (110 )   $ (5 )   $ (21 )   $ (570 )
Additions
    (20 )     (18 )     (7 )     (3 )                 (48 )
Currency(2)
    2       2                   1       1       6  
Divestitures(3)
                      1                   1  
     
Balance as of September 30, 2008
    (221 )     (214 )     (40 )     (112 )     (4 )     (20 )     (611 )
     
Net Book Value
  $ 190     $ 697     $ 114     $ 61     $ 75     $ 311     $ 1,448  
     
 
(1)   Finite-lived intangible assets increased by $9 million as a result of our acquisition of the FINNDISP division of OY Forcit AB, $5 million as a result of the acquisition of Gracel Display, Inc., both in April 2008. In addition, $5 million of finite-lived Customer Lists were acquired in relation to our Performance Materials Group and $14 million as a result of the acquisition of the Season-All® brand seasoned salt product line from McCormick & Company.
 
(2)   Certain intangible assets are denominated in foreign currencies and are translated using the appropriate U.S. dollar exchange rate.
 
(3)   Divestitures resulted from exiting select business lines relating to the Packaging and Finishing Technologies business at our Blacksburg, VA plant.
Amortization expense for finite-lived intangible assets was $16 million and $48 million for the three and nine months ended September 30, 2008, respectively, and $14 million and $42 million for the three and nine months ended September 30, 2007, respectively. Amortization expense is expected to be approximately $65 million for the full 2008 year, $67 million for 2009 and 2010, $64 million for 2011 and $58 million for the year 2012.
Annual SFAS No. 142 Impairment Review
In accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” we are required to perform, at a reporting unit level, an annual impairment review of goodwill and indefinite-lived intangible assets, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For purposes of this review, we primarily utilize discounted cash flow analyses for estimating the fair value of the reporting units. We completed our annual recoverability review as of May 31, 2008 and determined that goodwill and indefinite-lived intangible assets were fully recoverable as of these dates.

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SFAS No. 144 Impairment Review
Finite-lived intangible assets are amortized over their estimated useful lives and are reviewed for impairment whenever changes in circumstances indicate the carrying value may not be recoverable in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”
NOTE 12: Contingent Liabilities, Guarantees and Commitments
We are a party in various government enforcement and private actions associated with former waste disposal sites, many of which are on the U.S. Environmental Protection Agency’s (“EPA”) National Priority List, where remediation costs have been or may be incurred under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and similar state statutes. In some of these matters we may also be held responsible for alleged property damage. We have provided for future costs, on an undiscounted basis, at certain of these sites. We are also involved in corrective actions at some of our manufacturing facilities.
We consider a broad range of information when we determine the amount necessary for remediation accruals, including available facts about the waste site, existing and proposed remediation technology and the range of costs of applying those technologies, prior experience, government proposals for this or similar sites, the liability of other parties, the ability of other potentially responsible parties (“PRPs”) to pay costs apportioned to them and current laws and regulations. Accruals for estimated losses from environmental remediation obligations generally are recognized at the point during the remedial feasibility study when costs become probable and estimable. We do not accrue for legal costs expected to be incurred with a loss contingency. We assess the accruals quarterly and update these as additional technical and legal information becomes available. However, at certain sites, we are unable, due to a variety of factors, to assess and quantify the ultimate extent of our responsibility for study and remediation costs.
  Remediation Reserves and Reasonably Possible Amounts
Reserves for environmental remediation that we believe to be probable and estimable are recorded appropriately as current and long-term liabilities in the Consolidated Balance Sheets. These reserves include liabilities expected to be paid out within 10 years. The amounts charged to pre-tax earnings for environmental remediation and related charges are included in cost of goods sold and are presented below:
         
(in millions)   Balance  
 
December 31, 2007
  $ 150  
Amounts charged to earnings
    40  
Amounts spent
    (26 )
 
     
September 30, 2008
  $ 164  
 
     
In addition to accrued environmental liabilities, there are costs which have not met the definition of probable, and accordingly, are not recorded in the Consolidated Balance Sheets. Estimates for liabilities to be incurred between 11 to 30 years in the future are considered only reasonably possible because the chance of a future event occurring is more than remote but less than probable. These loss contingencies are monitored regularly for a change in fact or circumstance that would require an accrual adjustment. We have identified reasonably possible loss contingencies related to environmental matters of approximately $139 million and $124 million at September 30, 2008 and December 31, 2007, respectively.
Further, we have identified other sites where future environmental remediation may be required, but these loss contingencies cannot be reasonably estimated at this time. These matters involve significant unresolved issues, including the number of parties found liable at each site and their ability to pay, the interpretation of applicable laws and regulations, the outcome of negotiations with regulatory authorities and alternative methods of remediation.

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Except as noted below, we believe that these matters, when ultimately resolved, which may be over an extended period of time, will not have a material adverse effect on our consolidated financial position, but could have a material adverse effect on consolidated results of operations or cash flows in any given period.
Our significant sites are described in more detail below.
  Wood-Ridge/Berry’s Creek
The Wood-Ridge, New Jersey site (“Site”), and Berry’s Creek, which runs past this Site, are areas of environmental significance to the Company. The Site is the location of a former mercury processing plant acquired many years ago by a company later acquired by Morton International, Inc. (“Morton”). Morton and Velsicol Chemical Corporation (“Velsicol”) have been held jointly and severally liable for the cost of remediation of the Site. The New Jersey Department of Environmental Protection (“NJDEP”) issued the Record of Decision documenting the clean-up requirements for the manufacturing site in October 2006. We have submitted a work plan to implement the remediation, and entered into an agreement to perform the work. The trust created by Velsicol will bear a portion of the cost of remediation, consistent with the bankruptcy trust agreement that established the trust. In addition, an unsuccessful two day mediation session was conducted in July with approximately one dozen non-settling parties, including companies whose materials were processed at the manufacturing site, to resolve their share of the liability for a portion of the remediation costs. We are in continued discussions with these parties under an agreement tolling the deadlines for filing cost-recovery litigation. Our ultimate exposure at the Site will depend on clean-up costs and on the level of contribution from other parties.
In response to EPA letters to a large number of potentially responsible parties (“PRPs”) requiring the performance of a broad scope investigation of risks posed by contamination in Berry’s Creek and the surrounding wetlands, a group of approximately 100 PRPs negotiated a scope of work for the study and an Administrative Order to perform the work through common technical resources and counsel. Work plans were submitted during the third quarter of 2008. Performance of this study is expected to take at least five years to complete. Today, there is much uncertainty as to what will be required to address Berry’s Creek, but investigation and clean-up costs, as well as potential resource damage assessments, could be substantial and our share of these costs could possibly be material to the results of our operations, cash flows and consolidated financial position.
  Paterson
We closed the former Morton plant at Paterson, New Jersey in December 2001, and are currently undertaking remediation of the site under New Jersey’s Industrial Site Recovery Act. We removed contaminated soil from the site and constructed an on-site remediation system for residual soil and groundwater contamination. Off-site investigation of contamination is ongoing. Although the former Paterson facility was located on the upper Passaic River, the Company received and responded to a request for information from the government associated with its Lower Passaic River Study Area. The request focused on chemicals that may have been used, processed, released or discharged from the manufacturing site and subsequently may have entered the Passaic River. We believe that any nexus between the Paterson operations on the upper Passaic River and the contamination in the Lower Passaic River is remote, but the government and other PRPs will continue to attempt to spread the costs of the study and clean up across more parties. To this end, the responsible parties that were sued by New Jersey authorities to force clean up of the Lower Passaic have filed an Answer to the New Jersey lawsuit indicating that they intend to join over 225 additional parties, including Morton.
  Martin Aaron Superfund Site
Rohm and Haas is a PRP at this Camden, New Jersey former drum recycling site. U.S. EPA Region 2 issued a Record of Decision in 2005. The project is divided into two phases: Phase I will involve soil remediation and groundwater monitoring. Phase II will address groundwater remediation and institutional controls. Rohm and Haas and other PRPs entered into a Consent Decree for performance of Phase I of the remedy. Additionally, the Consent Decree, which has been entered by the Court, resolves the claims of the U.S. EPA and the claims of the NJDEP for past costs and natural resources damages.

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  Groundwater Treatment and Monitoring
Major remediation for certain sites, such as Kramer, Whitmoyer, Woodlands and Goose Farm has been completed. We are continuing groundwater remediation and monitoring programs. Reserves for these costs have been established.
  Manufacturing Sites
We also have accruals for enforcement and corrective action programs under environmental laws at several of our manufacturing sites. The more significant of these accruals for corrective action, in addition to those presented above, have been recorded for the following sites: Bristol, Pennsylvania; Philadelphia, Pennsylvania; Houston, Texas; Louisville, Kentucky; Moss Point, Mississippi (where operations have been terminated); Ringwood, Illinois; Apizaco, Mexico; Jacarei, Brazil; Jarrow, U.K.; Lauterbourg, France; and Mozzanica, Italy.
Insurance Litigation
We have actively pursued lawsuits over insurance coverage for certain environmental liabilities. It is our practice to reflect environmental insurance recoveries in the results of operations for the quarter in which the litigation is resolved through settlement or other appropriate legal processes. These resolutions typically resolve coverage for both past and future environmental spending and involve the “buy back” of the policies and have been included in cost of goods sold. Litigation is pending regarding insurance coverage for certain Ringwood plant environmental lawsuits.
Self-Insurance
We maintain deductibles for general liability, business interruption and property damage to owned, leased and rented property. These deductibles could be material to our earnings, but they should not be material to our overall financial position. We carry substantial excess general liability, property and business interruption insurance above our deductibles. In addition, we meet all statutory requirements for automobile liability and workers’ compensation.
Other Litigation
In November 2006, a complaint was filed in the United States District Court for the Western District of Kentucky by individuals alleging that their persons or properties were invaded by particulate and air contaminants from the Louisville plant. The complaint seeks class action certification alleging that there are hundreds of potential plaintiffs residing in neighborhoods within two miles of the plant. We have reached a settlement in principle of this lawsuit.
In April 2006 and thereafter, lawsuits were filed against Rohm and Haas claiming that the Company’s Ringwood, Illinois plant contaminated groundwater and air that allegedly reached properties a mile south of the plant site. Also sued was the owner of a plant site neighboring our facility. An action brought in federal court in Philadelphia, Pennsylvania seeks certification of a class comprised of the owners and residents of about 500 homes in McCullom Lake Village, seeking medical monitoring and compensation for alleged property value diminution, among other things. In addition, lawsuits were filed in the Philadelphia Court of Common Pleas by twenty-three individuals who claim that contamination from the plants has resulted in tumors (primarily of the brain) and one individual whose claims relate to cirrhosis of the liver. We are vigorously defending against these claims because, although ill plaintiffs engender sympathy, we do not believe there is any evidence of a connection between the illnesses and the plant.
Rohm and Haas, Minnesota Mining and Manufacturing Company (3M) and Hercules, Inc. have been engaged in remediation of the Woodland Sites (“Sites”), two waste disposal locations in the New Jersey Pinelands, under various NJDEP orders since the early 1990s. Remediation is complete at one site and substantially complete at the other. In February 2006, a lawsuit was filed in state court in Burlington County, New Jersey by the NJDEP and the Administrator of the New Jersey Spill Compensation Fund against these three companies and others for alleged natural resource damages relating to the Sites. In June 2008, we reached an agreement in principle with the NJDEP to settle this lawsuit by purchasing 238 acres of land for preservation purposes and paying certain legal fees and costs.

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In January 2006 and thereafter, civil lawsuits were filed against Rohm and Haas and other chemical companies in U.S. federal court, alleging violation of antitrust laws in the production and sale of methyl methacrylate (“MMA”) and polymethylmethacrylates (“PMMA”). The various plaintiffs sought to represent a class of direct or indirect purchasers of MMA or PMMA in the United States from January 1, 1995 through December 31, 2003. The lawsuits referred to an investigation of certain chemical producers by the European Commission in which Rohm and Haas was not involved in any way. However, in June 2006, both the direct purchasers and the indirect purchasers filed amended complaints in which Rohm and Haas was not named as a defendant, and therefore we are no longer a party to these lawsuits. In addition, another United States complaint brought in late 2006 has been dismissed. Although we remain a defendant in a similar lawsuit filed in Canada, we believe the Canadian lawsuit is without merit as to us, and, if we are not dropped from the lawsuit, we intend to defend it vigorously.
On December 22, 2005, a federal judge in Indiana issued a decision purporting to grant a class of participants in the Rohm and Haas pension plan the right to a cost-of-living adjustment (“COLA”) as part of the retirement benefit for those who elect a lump sum benefit. The decision contravenes the plain language of the plan, which clearly and expressly excludes a discretionary COLA for participants who elect a lump sum benefit. In August 2007, the Seventh Circuit Court of Appeals affirmed the lower court’s decision that participants in the plan who elected a lump sum benefit during a class period have the right to a COLA as part of their retirement benefit. In March 2008, the Supreme Court denied our petition to hear our appeal, and the case now returns to the lower court for further proceedings. When the proceedings in the lower court have concluded, the pension trust will be required to pay certain COLA costs. We are taking appropriate steps to modify the plan to ensure pension expense will not increase. Due to the funded status of the Rohm and Haas Pension Plan, we do not believe we will have any requirement to currently fund our plan as a result of this decision. In accordance with SFAS No. 5 “Accounting for Contingencies,” we recorded a charge in the third quarter of 2007 of $65 million ($42 million, after-tax) to recognize the estimated potential impact of this decision to our long term pension plan obligations. There are a number of issues yet to be addressed by the court in the further proceedings, and were those issues to be decided against the Pension Plan, it is reasonably possible that we would need to record an additional charge of up to $25 million.
In August 2005 and thereafter, complaints were filed relating to brain cancer incidence among employees who worked at our Spring House, Pennsylvania research facility. An action filed in the Philadelphia Court of Common Pleas seeking medical monitoring was dismissed as barred by Pennsylvania Workers’ Compensation Law, as has a separate Commonwealth Court action seeking leave to proceed as a class action before the Workers’ Compensation Bureau. Seven personal injury complaints were filed in the Court of Common Pleas and, in addition, Workers’ Compensation petitions were filed regarding two of the individuals. Our ongoing epidemiological studies have not found an association between anything in the Spring House workplace and brain cancer. In March 2008, we retained the University of Minnesota to complete the epidemiology studies.
In February 2003, the United States Department of Justice and antitrust enforcement agencies in the European Union, Canada and Japan initiated investigations into possible antitrust violations in the plastics additives industry. In April 2006, we were notified that the grand jury investigation in the United States had been terminated and no further actions would be taken against any parties. In August 2006, Rohm and Haas was informed by the Canadian Competition Bureau that it was terminating its investigation having found insufficient evidence to warrant a referral to the Attorney General of Canada. In January 2007, we were advised that the European Commission has closed its impact modifier investigation. In May 2007, we erroneously believed that the European Commission had closed its heat stabilizer investigation as well but this portion of the Commission’s investigation is still open, although we have not been contacted since 2003. We previously reported that the Japanese Fair Trade Commission brought proceedings against named Japanese plastics additives producers but did not initiate action against Rohm and Haas and no further action is expected. Most of the criminal investigations initiated in February 2003 have now been terminated with no finding of any misconduct by the Company.

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In civil litigation on plastics additives matters, we are a party to 13 private federal court civil antitrust actions, nine of which have been consolidated in the U.S. District Court for the Eastern District of Pennsylvania (District Court), including one that originally had been filed in State Court in Ohio and another involving an individual direct purchaser claim that was filed in federal court in Ohio. Eight of these actions have been brought against Rohm and Haas and other producers of plastics additives products by direct purchasers of these products and seek civil damages as a result of alleged violations of the antitrust laws. The named plaintiffs in seven of these actions have sued on behalf of all similarly situated purchasers of plastics additives products. The named plaintiff in the eighth action sued in its individual capacity, and that case has been resolved. Federal law provides that persons who have been injured by violations of Federal antitrust law may recover three times their actual damages plus attorneys’ fees. In the fall of 2006, the District Court issued an order certifying six subclasses of direct purchasers premised on the types of plastics additives products that have been identified in the litigation. On April 9, 2007, the Third Circuit Court of Appeals agreed to hear an appeal from the District Court’s certification order. As a result of the appeal, the District Court has stayed indefinitely the consolidated direct purchaser cases. The ninth action involves an indirect purchaser class action antitrust complaint filed in the District Court in August 2005, consolidating all but one of several indirect purchaser cases that previously had been filed in various state courts, including Tennessee, Vermont, Nebraska, Arizona, Kansas and Ohio. The District Court has dismissed from the consolidated action the claims arising from the states of Nebraska, Kansas and Ohio, and allowed the claims from Arizona, Tennessee and Vermont to continue. Because of the significant effect that the decision of the Third Circuit on the appeal of class certification in the direct purchaser cases may have on the indirect purchaser class, the parties agreed to stay this case pending the outcome of the appeal. During June 2008, four additional indirect purchaser class actions were filed in various federal courts on behalf of classes of indirect purchasers in Minnesota, Florida, the District of Columbia and Massachusetts. We anticipate that these actions will be consolidated with the ongoing litigation in the District Court in Philadelphia. The remaining state court indirect class action is pending in California and is dormant. Our internal investigation has revealed no wrongdoing. We believe these cases are without merit as to Rohm and Haas.
As a result of the bankruptcy of asbestos producers, plaintiffs’ attorneys have focused on peripheral defendants, including our company, which had asbestos on its premises. Historically, these premises cases have been dismissed or settled for minimal amounts because of the minimal likelihood of exposure at our facilities. We have reserved amounts for premises asbestos cases that we currently believe are probable and estimable.
There are also pending lawsuits filed against Morton related to employee exposure to asbestos at a manufacturing facility in Weeks Island, Louisiana with additional lawsuits expected. We expect that most of these cases will be dismissed because they are barred under workers’ compensation laws. However, cases involving asbestos-caused malignancies may not be barred under Louisiana law. Subsequent to the Morton acquisition, we commissioned medical studies to estimate possible future claims and recorded accruals based on the results.
Morton has also been sued in connection with asbestos-related matters in the former Friction Division of the former Thiokol Corporation, which merged with Morton in 1982. Settlement amounts to date have been minimal and many cases have closed with no payment. We estimate that all costs associated with future Friction Division claims, including defense costs, will be well below our insurance limits.
We are also parties to litigation arising out of the ordinary conduct of our business. Recognizing the amounts reserved for such items and the uncertainty of the ultimate outcomes, it is our opinion that the resolution of all these pending lawsuits, investigations and claims will not have a material adverse effect, individually or in the aggregate, upon our results of operations, cash flows or consolidated financial position.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following commentary should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to the Consolidated Financial Statements for the year ended December 31, 2007, and Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) included in our 10-K file on February 21, 2008, as amended by our Form 8-K filed with the Securities and Exchange Commission on June 6, 2008 for the year ended December 31, 2007.
Within the following discussion, unless otherwise stated, “three month period” refers to the three months ended September 30, 2008, and “prior period” refers to comparisons with the corresponding period in the previous year. “Nine month period” refers to the nine months ended September 30, 2008, and “prior period” refers to comparisons with the corresponding period in the previous year.
Forward-Looking Information
This document contains forward-looking information so that investors will have a better understanding of our future prospects and make informed investment decisions. Forward-looking statements within the context of the Private Securities Litigation Reform Act of 1995 include statements anticipating future growth in sales, cost of sales, earnings, selling and administrative expense, research and development expense and cash flows. Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes,” and similar language to describe prospects for future operations or financial condition identify such forward-looking statements. Forward-looking statements are based on management’s assessment of current trends and circumstances, which may be susceptible to uncertainty, change or any other unforeseen development. Results could differ materially depending on such factors as changes in business climate, economic and competitive uncertainties, the cost of raw materials, natural gas, and other energy sources and the ability to achieve price increases to offset such cost increases, foreign exchange rates, interest rates, acquisitions or divestitures, risks in developing new products and technologies, risks of doing business in rapidly developing economies, the impact of new accounting standards, assessments for asset impairments, the impact of tax and other legislation, regulation in the jurisdictions in which we operate, changes in business strategies, manufacturing outages, the unanticipated costs of complying with environmental and safety regulations and the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between Rohm and Haas Company and The Dow Chemical Company or to the failure of any condition to be satisfied. As appropriate, additional factors are described in our 2007 annual report filed on Form 10-K with the SEC on February 21, 2008, as amended by our Form 8-K filed with the Securities and Exchange Commission on June 6, 2008 for the year ended December 31, 2007. We are under no obligation to update or alter our forward-looking statements, as a result of new information, future events or otherwise.
Important Additional Information Regarding the Merger
In connection with the proposed merger, Rohm and Haas has filed a proxy statement with the Securities and Exchange Commission (the “SEC”). Investors and security holders are advised to read the proxy statement because it contains important information about the merger and the parties to the merger. Investors and security holders may obtain a free copy of the proxy statement and other documents filed by Rohm and Haas at the SEC website at http://www.sec.gov. The proxy statement and other documents also may be obtained for free from Rohm and Haas by directing such request to Rohm and Haas Company, Investor Relations, telephone (215) 592-3312. The shareholder vote is scheduled for October 29, 2008.
Rohm and Haas and its directors, executive officers and other members of its management and employees may be deemed participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information concerning the interests of Rohm and Haas’ participants in the solicitation, which may, in some cases, be different than those of Rohm and Haas stockholders generally, is set forth in Rohm and Haas proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and is set forth in the proxy statement relating to the merger.

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Company Overview
Rohm and Haas Company was incorporated in 1917 under the laws of the State of Delaware. Our shares are traded on the New York Stock Exchange under the symbol “ROH”.
We are a global specialty materials company that began almost 100 years ago when a chemist, Otto Rohm, and a businessman, Otto Haas, decided to form a partnership to make a unique chemical product for the leather industry. That once tiny firm, now known as Rohm and Haas Company, reported sales of $8.9 billion in 2007 on a portfolio of global businesses including electronic materials, specialty materials and salt. Our products enable the creation of leading-edge consumer goods and other products found in a broad segment of dynamic markets, the largest of which include: building and construction, electronics, packaging and paper, industrial and other, transportation, household and personal care, water and food. To serve these markets, we have significant operations with approximately 96 manufacturing and 35 research facilities in 27 countries with approximately 15,710 employees.
On July 10, 2008, we announced that we entered into an agreement with The Dow Chemical Company (NYSE:DOW), under which Dow will acquire all of the outstanding shares of Rohm and Haas common stock for $78.00 per share in cash. The agreement provides that we will retain our Philadelphia Headquarters location, and continue to do business under the Rohm and Haas name. Additionally, Dow will contribute a number of specialty chemicals business segments to our portfolio which have greater synergy with our established strengths. The transaction has been unanimously approved by the Boards of Directors of both companies, and remains subject to approval by the Shareholders of Rohm and Haas who are scheduled to vote on October 29, 2008, as well as customary conditions and approvals of appropriate regulatory authorities.
Annual Net Sales (in millions)
(GRAPHIC)

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Annual Net Sales by Region (in millions)
(GRAPHIC)
Throughout our history, Rohm and Haas has remained true to the original vision of its founders: to be a high-quality and innovative supplier of highly specialized materials that improve the quality of life. In the late 1990’s, we began to diversify our portfolio of product offerings to enhance our specialty chemical business by acquiring Morton International Inc., and expanding our chemical electronic materials business through selected acquisitions such as FINNDISP, SKC, and Gracel Display. We have repositioned our portfolio to divest non-strategic businesses including the divestiture of our Automotive Coatings business in 2006. As a result of this activity, we have significantly increased our sales, improved the balance of our portfolio, expanded our geographic reach and product opportunities to meet market needs, and enhanced our cash generating capabilities, while delivering enhanced value for our stockholders.
Our Strategic Focus
Our focus is to grow both revenues and earnings through organic growth, as well as highly selective acquisitions and to deploy our strong cash generating capability in a balanced manner to provide sustained value for our stockholders while managing the company within the highest ethical standards. We are tuned to the changing global dynamics that impact the environment in which we operate; the trends in consumer demand and preferences; the shifting global demand and demographics; the greater emphasis on environmentally compatible products and renewable resources; and the increasing global competition.
In October 2006, we announced an evolution in our strategy, which we refer to as Vision 2010. The primary goal of Vision 2010 is to accelerate value creation. The key elements of this strategy are:
    Position Our Portfolio For Accelerated Growth — by leveraging our integrated acrylic monomer and polymer chain; accelerating investment in the Electronic Materials Group; creating or expanding platforms that address the growing needs in food, water, energy, hygiene, and other areas in the developed and developing worlds; and supplementing our organic growth with highly selective acquisitions which bring a growth platform technology or geographic supplement to our core businesses.
 
    Build Value-Creating Business Models in Rapidly Developing Economies — by tailoring products to specific local or regional needs; finding solutions that are affordable and meet local requirements; organizing in a manner that enables rapid decision-making; investing in local

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      talent; and building plant facilities that can compete effectively with local and regional players as well as multinational players. We define Rapidly Developing Economies as countries within our Latin American Region, Asia Pacific Region (excluding Japan, Australia and New Zealand) and Central, Eastern Europe (including Russia and other former Soviet Republics) and Turkey.
 
    Innovate with a Market/Customer Focus — by increasingly shifting the focus and delivery of technology programs closer to the customer, driving to faster and more tailored output.
 
    Operational Excellence/Continuous Improvement — by maintaining flat conversion costs over the next three years; building more capital-efficient plants in emerging markets; continuing to optimize our global footprint; and increasing global sourcing, especially from low-cost countries.
 
    Deploy Right Talent in Right Places — by ensuring that leadership talent with the right depth and breadth is in place to drive the profitable growth of our businesses through shifting deployment of more key leaders to locations outside the U.S.; and continuing to drive the nurturing and development of our global workforce.
Cash Generation
We generated $963 million, $840 million and $947 million in cash from operating activities during 2007, 2006 and 2005, respectively. We deployed this cash to enhance stockholder value through strategic investments in our core businesses and technologies, higher dividends, and stock repurchases. We plan to maintain our current dividend and have discontinued repurchasing our common stock.
Corporate Governance
Our company was built upon a strong foundation of core values, which continue today. These values are the bedrock of our success. We strive to operate at the highest levels of integrity and ethics and, in support of this, require that all employees, as well as all the members of our Board of Directors, receive compliance training and annually certify their compliance with our internal Code of Business Conduct and Ethics. Our core values are best summarized as:
    Ethical and legal behavior at all times;
 
    Integrity in all business interactions; and
 
    Trust by doing what we promise.
Our Board of Directors devotes substantial time to reviewing our business practices with regard to the norms of institutional integrity. Our Board is comprised of 12 directors, of which 11 are non-employees. The Audit, Nominating and Governance, and Executive Compensation committees of the Board are all entirely composed of independent directors.

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Summary of Financial Results
In the third quarter of 2008, we reported sales of $2,471 million, a 12% increase over $2,204 million reported in the third quarter of 2007. The increase was driven by a combination of demand in Asia Pacific and Latin America, higher selling prices, acquisitions and favorable currencies partially offset by decreased demand in North America and Western Europe. Gross profit of $597 million in the quarter was 3% lower than the same period in 2007 primarily due to hurricane related costs and accelerated depreciation resulting from our restructuring plan which was announced in June 2008. In addition, higher raw material, energy and freight costs and lower demand were significantly offset by higher selling prices. Gross profit margin in the quarter was 24%, compared to 28% in the prior year period due to higher prices offsetting the increases in raw material, energy and freight costs. Although selling prices offset raw material, energy and freight costs, the impact was negative on gross margin. Selling and administrative expenses increased 12% versus the third quarter of 2007 due largely to the unfavorable impact of currencies and acquisitions. Research and development expense for the quarter was $85 million, up 18% from the prior year period, reflecting acquisitions and increased funding of research and development efforts in the key strategic growth areas for the Electronic Materials Group. This quarter’s results also include $4 million in restructuring and asset impairment charges. Income tax expense for the quarter was zero versus a 21% effective tax rate in the prior period (See page 40 for further discussion.). In the third quarter of 2008, we reported earnings from continuing operations of $129 million, or $0.66 per share, compared to $129 million, or $0.61 per share in the third quarter of 2007.
Critical Accounting Estimates
Our Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of revenues and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. Management considers an accounting estimate to be critical to the preparation of our financial statements when:
    the estimate is complex in nature or requires a high degree of judgment, and
 
    the use of different estimates and assumptions could have a material impact on the Consolidated Financial Statements.
Management has discussed the development and selection of our critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors. Those estimates critical to the preparation of our Consolidated Financial Statements are listed below.
  Litigation and Environmental Reserves
We are involved in litigation in the ordinary course of business involving employee, personal injury, property damage and environmental matters. Additionally, we are involved in environmental remediation and spend significant amounts for both company-owned and third-party locations. In accordance with GAAP, we are required to assess these matters to: 1) determine if a liability is probable; and 2) record such a liability when the financial exposure can be reasonably estimated. The determination and estimation of these liabilities are critical to the preparation of our financial statements. Accruals for estimated losses from environmental remediation obligations generally are recognized at the point during the remedial feasibility study when costs become probable and estimable. We do not accrue for legal costs expected to be incurred with a loss contingency.
In reviewing such matters, we consider a broad range of information, including the claims, demands, settlement offers received from governmental authorities or private parties, identification of other responsible parties and an assessment of their ability to contribute as well as our prior experience, to determine if a liability is probable and if the value is estimable. If both of these conditions are met, we record a reserve. These reserves include liabilities expected to be paid out within the next 10 years. If we believe that no best estimate exists, we accrue the minimum in a range of possible losses, and disclose any material, reasonably possible, additional losses. If we determine a liability to be only reasonably possible, we consider the same information to estimate the possible exposure and disclose any material potential liability. In addition, estimates for liabilities to be incurred between 11 to 30 years in the future are considered only reasonably possible because the chance of a future event

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occurring is more than remote but less than probable. These loss contingencies are monitored regularly for a change in fact or circumstance that would require an accrual adjustment.
Our most significant reserves are those that have been established for remediation and restoration costs associated with environmental issues. As of September 30, 2008, we have $164 million reserved for environmental-related costs. We conduct studies and site surveys to determine the extent of environmental contamination and necessary remediation. With the expertise of our environmental engineers and legal counsel, we determine our best estimates for remediation and restoration costs. These estimates are based on forecasts of future costs for remediation and change periodically as additional and better information becomes available. Changes to assumptions and considerations used to calculate remediation reserves could materially affect our results of operations or financial position. If we determine that the scope of remediation is broader than originally planned, discover new contamination, discover previously unknown sites or become subject to related personal injury or property damage claims, our estimates and assumptions could materially change.
We believe the current assumptions and other considerations used to estimate reserves for both our environmental and other legal liabilities are appropriate. These estimates are based in large part on information currently available and the current laws and regulations governing these matters. If additional information becomes available or there are changes to the laws or regulations or actual experience differs from the assumptions and considerations used in estimating our reserves, the resulting change could have a material impact on the results of our operations, financial position or cash flows.
  Income Taxes
Our annual tax rate is determined based on our income, statutory tax rates and the tax impacts of items treated differently for tax purposes than for financial reporting purposes. Tax law requires certain items to be included in the tax return at different times than the items are reflected in the financial statements. Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences create deferred tax assets and liabilities. The objective of accounting for income taxes is to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns.
In the determination of our tax provision, we have recorded deferred income taxes on income from foreign subsidiaries which have not been reinvested abroad permanently as upon remittance to the United States such earnings are taxable. For foreign subsidiaries where earnings are permanently reinvested outside the United States, no additional United States income taxes have been provided.
We are subject to income taxes in both the United States and numerous foreign jurisdictions and are subject to audit within these jurisdictions. As a result, in the ordinary course of business there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record accruals for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. We adjust these accruals, if necessary, upon the completion of tax audits or changes in tax law.
Since significant judgment is required to assess the future tax consequences of events that have been recognized in our financial statements or tax returns, the ultimate resolution of these events could result in adjustments to our financial statements and such adjustments could be material. Therefore, we consider such estimates to be critical to the preparation of our financial statements.
We believe that the current assumptions and other considerations used to estimate the current year accrued and deferred tax positions are appropriate. However, if the actual outcome of future tax consequences differs from our estimates and assumptions due to changes or future events, such as

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changes in tax legislation, geographic mix of earnings, completion of tax audits or earnings repatriation plans, the resulting change to the provision for income taxes could have a material impact on our results of operations, financial position or cash flows.
  Restructuring
When appropriate, we record charges relating to efforts to strategically reposition our manufacturing footprint and support service functions. To the extent that exact amounts are not determinable, we have established reserves for such initiatives by calculating our best estimate of employee termination costs utilizing detailed restructuring plans approved by management. Reserve calculations are based upon various factors including an employee’s length of service, contract provisions, salary level and health care benefits. We believe the estimates and assumptions used to calculate these restructuring provisions are appropriate, and although significant changes are not anticipated, actual costs could differ from the assumptions and considerations used in estimating reserves should changes be made in the nature or timing of our restructuring plans. The resulting change could have a material impact on our results of operations or financial position.
  Long-Lived Assets
Our long-lived assets include land, buildings and equipment, long-term investments, goodwill, indefinite-lived intangible assets and other intangible assets. Long-lived assets, other than investments, goodwill and indefinite-lived intangible assets, are depreciated over their estimated useful lives, and are reviewed for impairment whenever changes in circumstances indicate the carrying value may not be recoverable. Such circumstances would include a significant decrease in the market price of a long-lived asset, a significant adverse change in the manner in which the asset is being used or in its physical condition, or a history of operating or cash flow losses associated with the use of the asset. In addition, changes in the expected useful life of these long-lived assets may also be an impairment indicator. As a result, future decisions to change our manufacturing footprint or exit certain businesses could result in material impairment charges.
When such events or changes occur, we estimate the future undiscounted cash flows expected to result from the assets’ use and, if applicable, the eventual disposition of the assets. The key variables that we must estimate include assumptions regarding sales volume, selling prices, raw material prices, labor and other employee benefit costs, capital additions and other economic factors. These variables require significant management judgment and include inherent uncertainties since they are forecasting future events. If such assets are considered impaired, they are written down to fair value as appropriate.
Goodwill and indefinite-lived intangible assets are reviewed annually or more frequently if changes in circumstances indicate the carrying value may not be recoverable. To test for recoverability, we typically utilize discounted estimated future cash flows to measure fair value for each reporting unit. This calculation is highly sensitive to both the estimated future cash flows of each reporting unit and the discount rate assumed in these calculations. These components are discussed below:
    Estimated future cash flows
 
      The key variables that we must estimate to determine future cash flows include assumptions for sales volume, selling prices, raw material prices, labor and other employee benefit costs, capital additions and other economic or market-related factors. Significant management judgment is involved in estimating these variables, and they include inherent uncertainties since they are forecasting future events. For example, unanticipated changes in competition, customer sourcing requirements and product maturity would all have a significant impact on these estimates.
 
    Discount rate
 
      We employ a Weighted Average Cost of Capital (“WACC”) approach to determine our discount rate for goodwill recoverability testing. Our WACC calculation includes factors such as the risk-free rate of return, cost of debt and expected equity premiums. The factors in this calculation are largely external to our company, and therefore are beyond our control. The average WACC utilized in our annual test of goodwill recoverability in May 2008 was 9.32%,

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      which was based upon average business enterprise values. A 1% increase in the WACC will result in an approximate 13% decrease in the computed fair value of our reporting units. A 1% decrease in the WACC will result in an approximate 18% increase in the computed fair value of our reporting units. The following table summarizes the major factors that influenced the rate:
                 
    2008   2007
 
Risk free rate of return
    4.7 %     5.1 %
Cost of debt
    7.6 %     6.7 %
Market risk premium
    4.0 %     4.0 %
The decrease in the risk-free rate of return is due to the overall decrease in U.S. long-term interest rates between the dates of our annual impairment testing in May 2008 and May 2007. The increase in the cost of debt is attributable to the change in rates of 20-year U.S. industrial bonds (rated BB or better by S&P) year-over-year.
In the second quarter of 2008 and 2007, we completed our annual SFAS 142 impairment review and determined that goodwill and indefinite-lived intangible assets were not impaired as of May 31, 2008 and 2007. We believe the current assumptions and other considerations used in the above estimates are reasonable and appropriate. A material adverse change in the estimated future cash flows of our reporting units or significant increases in the WACC rate could result in the fair value falling below the book value of its net assets. This could result in a material impairment charge.
The fair values of our long-term investments are dependent on the financial performance and solvency of the entities in which we invest, as well as the volatility inherent in their external markets. In assessing potential impairment for these investments, we will consider these factors as well as the forecasted financial performance of these investment entities. If these forecasts are not met, we may have to record impairment charges.
  Pension and Other Employee Benefits
Certain assumptions are used to measure the plan obligations of company-sponsored defined benefit pension plans, postretirement benefits, post-employment benefits (e.g., medical, disability) and other employee liabilities. Plan obligations and annual expense calculations are based on a number of key assumptions. These assumptions include the weighted-average discount rate at which obligations can be effectively settled, the anticipated rate of future increases in compensation levels, the expected long-term rate of return on assets, increases or trends in health care costs, and certain employee-related factors, such as turnover, retirement age and mortality. Management reviews these assumptions at least annually and updates the assumptions as appropriate to reflect our actual experience and expectations on a plan specific basis.
The discount rates for our defined benefit and postretirement benefit plans are determined by projecting the plans’ expected future benefit payments as defined for the projected benefit obligation, discounting those expected payments using a zero-coupon spot yield curve derived from a universe of high-quality bonds (rated Aa or better by Moody’s Investor Services) as of the measurement date, and solving for the single equivalent discount rate that results in the same projected benefit obligation. Our calculation excludes bonds with explicit call schedules and bonds which are not frequently traded.
The expected return on plan assets is based on our estimates of long-term returns on major asset categories, such as fixed income and equity securities, and our actual allocation of pension investments among these asset classes. In determining our long-term expected rate of return, we take into account long-term historical returns, historical performance of plan assets, the expected value of active investment management, and the expected interest rate environment.
In determining annual expense for the U.S., Canada, and UK pension plans, we use a market-related value of assets rather than the fair value. The market-related value of assets is a smoothed actuarial value of assets equal to a moving average of market values in which investment income or loss is recognized over a five-year period. Accordingly, changes in the fair market value of assets are not

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immediately reflected in our calculation of net periodic pension cost. For our other plans, net periodic pension expense is determined using the fair value of assets.
We believe that the current assumptions used to estimate plan obligations and annual expense are appropriate in the current economic environment. However, if economic conditions change, we may be inclined to change some of our assumptions, and the resulting change could have a material impact on the consolidated statements of operations and on the balance sheets. At each measurement date, gains and losses from actual experience differing from our assumptions and from changes in our assumptions are calculated. If this net accumulated gain or loss exceeds 10% of the greater of plan assets or liabilities, a portion of the net gain or loss is included in pension expense for the following year.
The weighted-average discount rate, the rate of compensation increase and the estimated return on plan assets used in our determination of pension expense are as follows:
                                 
Weighted-average assumptions        
used to determine net pension        
expense for years ended        
December 31,   2008   2007
    U.S.   Non-U.S.   U.S.   Non-U.S.
 
Discount rate
    6.21 %     5.66 %     5.90 %     5.05 %
Estimated return on plan assets
    8.50 %     6.72 %     8.50 %     6.72 %
Rate of compensation increase
    4.00 %     4.24 %     4.00 %     3.91 %
The following illustrates the annual impact on pension expense of a 100 basis point increase or decrease from the assumptions used to determine the net cost for the year ended December 31, 2007.
                                                 
    Weighted-Average   Return on Plan   Combined Increase/
    Discount Rate   Estimated Assets   (Decrease) Pension Expense
(in millions)   U.S.   Non-U.S.   U.S.   Non-U.S.   U.S.   Non-U.S.
 
100 basis point increase
  $ (22 )   $ (10 )   $ (17 )   $ (7 )   $ (39 )   $ (17 )
100 basis point decrease
    33       11       17       7       50       18  
The following illustrates the annual impact on postretirement benefit expense of a 100 basis point increase or decrease from the discount rate used to determine the net cost for the year ended December 31, 2007.
                 
    Weighted-Average Discount Rate
 
(in millions)   U.S.   Non-U.S.
 
100 basis point increase
  $ 1     $ (1 )
100 basis point decrease
    (1 )     1  
  Share-Based Compensation
We account for share-based compensation in accordance with the fair value recognition provisions of SFAS No. 123R, “Share-Based Payments.” Under the fair value recognition provisions of SFAS No. 123R, share-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment, including estimation of the expected term of stock options, the expected volatility of our stock, expected dividends, and risk-free interest rates. If actual results differ significantly from these estimates, share-based compensation expense and our results of operations could be materially impacted.

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  Fair Value Measurements of Financial Instruments
In the first quarter of 2008, we adopted SFAS No. 157 for financial assets and liabilities. SFAS No. 157 discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The statement utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs that reflect our own assumptions.
We disclosed the fair values of our financial instruments in Note 4 of our financial statements. The fair values of our long-term investments are impacted by future changes in the stock markets. The long-term debt fair values are based on quotes for like instruments with similar credit ratings and terms. The fair values for interest rate, foreign currency and commodity derivatives are based on quoted market prices from various banks for similar instruments. The fair values of our long-term debt and derivative instruments are impacted by changes in interest rates and the credit markets.

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SEPTEMBER 30, 2008 VERSUS SEPTEMBER 30, 2007 — CONSOLIDATED
Net Sales
In the three months ended September 30, 2008, we reported consolidated net sales of $2,471 million, an increase of 12% or $267 million from prior period net sales of $2,204 million. In the nine months ended September 30, 2008, we reported consolidated net sales of $7,545 million, an increase of 15% or $991 million from prior year period net sales of $6,554 million. These increases are primarily driven by timely pricing actions, favorable currencies, acquisitions and growth in Rapidly Developing Economies, partially offset by decreased demand in North America and Europe.
                 
    Three months   Nine months
Percentage sales change   ended   ended
September 30, 2008 versus 2007   September 30, 2008   September 30, 2008
 
Demand
    (3 )     2  
Price
    8       5  
Currency
    4       5  
Other (including acquisitions and divestitures)
    3       3  
 
               
Total change
    12 %     15 %
 
               
Gross Profit
                                 
    Three months ended   Nine months ended
    September 30,   September 30,
(in millions)   2008   2007   2008   2007
 
Gross profit
  $ 597     $ 614     $ 1,887     $ 1,827  
As a percentage of sales
    24.2 %     27.9 %     25.0 %     27.9 %
Our gross profit for the third quarter of 2008 was $597 million, a decrease of 3% or $17 million from $614 million in the third quarter of 2007. Our gross profit for the nine months ended September 30, 2008 was $1,887 million, an increase of 3% or $60 million from $1,827 million in the prior year period. The quarter over quarter and year over year decreases in gross margin primarily reflect higher prices to offset the increases in raw material, energy and freight costs. Although selling prices offset raw material, energy and freight costs, the impact was negative on gross margin.
Selling and Administrative Expense
                                 
    Three months ended   Nine months ended
    September 30,   September 30,
(in millions)   2008   2007   2008   2007
 
Selling and administrative expense
  $ 287     $ 256     $ 873     $ 793  
As a percentage of sales
    11.6 %     11.6 %     11.6 %     12.1 %
In the third quarter of 2008, selling and administrative expenses were $287 million, an increase of 12% or $31 million from $256 million in the prior year period. In the nine months ended September 30, 2008, selling and administrative expenses were $873 million, an increase of 10% or $80 million from $793 million in the prior year period. These increases reflect the impact of currencies and increased selling and administrative expenses as a result of recent acquisitions. The year over year reduction in selling and administrative expense as a percentage of sales was due to higher selling prices.

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Research and Development Expense
                                 
    Three months ended   Nine months ended
    September 30,   September 30,
(in millions)   2008   2007   2008   2007
 
Research and development expense
  $ 85     $ 72     $ 244     $ 213  
As a percentage of sales
    3.4 %     3.3 %     3.2 %     3.2 %
Research and development expense for the third quarter of 2008 was $85 million, up approximately 18% from $72 million in the third quarter of 2007. Research and development expense for the nine months ended September 30, 2008 was $244 million, up approximately 15% from $213 million in the prior year period. The increase in research and development spending is attributable to acquisitions, particularly within the Display Technologies segment as well as growth initiatives in the Electronic Technologies segment.
Interest Expense
Interest expense for the third quarter of 2008 was $39 million, up 30% from $30 million in the prior year period. Interest expense for the nine months ended September 30, 2008 was $124 million, up 61% from $77 million in the prior year period. The increase is primarily due to the issuance of new debt in September 2007 to fund a $1 billion accelerated share repurchase, an increase in our commercial paper borrowings and the impacts of foreign currency.
Amortization of Finite-lived Intangible Assets
Amortization of finite-lived assets was $16 million for the current quarter and $48 million for the current year versus $14 million for the prior year quarter and $42 million for the prior year period. The increases are primarily due to the formation of SKC Haas in November of 2007 and the acquisition of FINNDISP and Gracel Display in April 2008. See Note 3 for further discussion.
Restructuring and Asset Impairments
                                 
    Three months ended   Nine months ended
    September 30,   September 30,
(in millions)   2008   2007   2008   2007
 
Severance and employee benefits, net
  $ 1     $ 13     $ 78     $ 12  
Other, including contract lease termination penalties
                      (1 )
Asset impairments
    3       5       24       17  
     
Amount charged to earnings
  $ 4     $ 18     $ 102     $ 28  
     
Restructuring and Asset Impairments by Business Segment
                                 
    Three months ended   Nine months ended
    September 30,   September 30,
(in millions)   2008   2007   2008   2007
 
Business Segment              
Electronic Technologies
  $     $ 3     $ 7     $ (3 )
Display Technologies
                5       3  
     
Electronic Materials Group
  $     $ 3     $ 12     $  
Paint and Coatings Materials
          2       40       2  
Packaging and Building Materials
          1       16       2  
Primary Materials
                1        
     
Specialty Materials Group
  $     $ 3     $ 57     $ 4  
Performance Materials Group
          11       10       10  
Salt
    3             3        
Corporate
    1       1       20       14  
     
Total
  $ 4     $ 18     $ 102     $ 28  
     

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Severance and Employee Benefits
For the nine months ended September 30, 2008, we recorded approximately $79 million of expense for severance and associated employee benefits affecting approximately 997 positions, resulting from
    A 30 percent reduction of installed capacity in our emulsions network in North America, reflecting the cumulative impact of productivity improvement efforts and reduced market demand;
 
    Significant reductions included selling and administrative costs for the Specialty Materials Group in mature markets;
 
    An adjustment of our infrastructure for the Electronic Materials Group, reflecting the continued shift of the business to Asia;
 
    Cost reductions related to productivity improvements for various other businesses and regions; and
 
    The termination of toll manufacturing support arrangements at two facilities related to a prior divestiture.
During the nine months ended September 30, 2008, there was a $1 million decrease in severance and employee benefit charges, resulting from a change in estimate, related to total 2007 initiatives.
In 2010, we expect to deliver pre-tax run-rate savings of approximately $110 million, with less than half of the benefit realized in 2009. We also expect pre-tax earnings from continuing operations to be reduced by $8 million in the remaining three months ending December 31, 2008 primarily due to accelerated depreciation and other costs related to the restructuring plan partially offset by expected savings.
In the third quarter of 2007, we recorded approximately $15 million of expense for severance and associated employee benefit charges primarily related to our digital imaging business, manufacturing efficiencies broadly dispersed across several major business segments, a small repositioning of research and development positions to faster growth regions outside North America, as well as efficiencies in administrative and business service operations. This was partially offset by a $2 million favorable adjustment relating to 2006 initiatives. In addition, we recorded $5 million of asset impairment charges related to our digital imaging business line.
For the nine months ended September 30, 2007, we recorded approximately $12 million of expense for severance and associated employee benefits and $1 million of benefit for contract lease obligations.
Asset Impairments
For the three months ended September 30, 2008, we recognized $3 million of fixed asset impairment charges due to damage at the Salt operations in the Bahamas from hurricane Ike.
For the nine months ended September 30, 2008, we recognized $24 million of fixed asset impairment charges. In addition to the $3 million in impairments to our Salt operation related to the hurricane discussed above, we recorded $21 million of asset impairment charges in the first six months of 2008. These charges include a $1 million write-off of in-process research and development relating to the Gracel acquisition within Display Technologies. In addition, reduced market demand and productivity improvements in North America resulted in the impairment of fixed assets at our Louisville, KY plant totaling $5 million, $3 million of which impacted the Paint and Coatings Materials business and $2 million related to the Packaging and Building Materials business. The Packaging and Building Materials business also recorded an additional fixed asset impairment charge of $7 million due to a transfer of select business lines from our Jacarei, Brazil plant. An adjustment of our infrastructure for the Electronic Materials Group, reflecting the continued shift of the business to Asia resulted in an asset impairment charge of $3 million, $2 million of which resulted from exiting select business lines relating to the Packaging and Finishing Technologies business at our Blacksburg, VA plant and $1 million for the closing of a research and development site relating to Semiconductor Technologies business in Phoenix, AZ. Lastly, we recorded $5 million of asset impairment charges in the first quarter of 2008 associated with fixed asset write downs related to the restructuring of two manufacturing facilities due to the termination of toll manufacturing support arrangements related to a prior divestiture.
For the remaining three months ending December 31, 2008 we anticipate recording accelerated depreciation of approximately $11 million pre-tax resulting from the restructuring activity announced in June 2008.

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2007 Impairments
For the three months ended September 30, 2007, we recorded asset impairments of approximately $5 million. These impairments relate to the exiting of our digital imaging business line, located in Bristol, Pennsylvania.
For the nine months ended September 30, 2007, we recorded net asset impairments of approximately $17 million. These impairments included the $5 million impairment related to our digital imaging business line, $13 million write-off of our investment in Elemica, an online chemicals e-marketplace, and the $3 million write-off of in-process research and development relating to the Eastman Kodak Company Light Management Films business acquisition, partially offset by a $4 million gain on the sale of real estate previously written down.
Pension Judgment
As discussed in Note 12, in the third quarter of 2007, we recorded a non-cash charge of $65 million ($42 million after-tax) to recognize the estimated potential impact of a court decision related to cost of living adjustments on our long term pension plan obligations.
Share of Affiliate Earnings, net
Affiliate net earnings for the three months ended September 30, 2008 was $6 million which was flat compared to prior year quarter. For the nine months ended September 30, 2008 and 2007 affiliate net earnings were $96 million and $17 million, respectively. The increase was due to the sale of our 40% interest in UP Chemical Company on April 4, 2008 resulting in a pre-tax gain of approximately $85 million. Excluding the one-time gain, the nine months ended September 30, 2008 reflected the absence of continued affiliate earnings from UP Chemical Company in 2008 due to the divestiture.
Other Expense (Income), net
Other expense for the three and nine months ended September 30, 2008 was $40 million and $19 million, respectively, compared to other income of $3 million and $32 million for the three and nine months ended September 30, 2007. The increase in other expense was primarily due to lower investment income, currency losses and expenses related to the planned merger with Dow.
Effective Tax Rate
During the third quarter of 2008, our provision for income tax expense was zero, compared to a 21% effective rate for earnings in 2007. The lower tax expense during the third quarter of 2008 is mainly due to the reduction of the estimated tax rate expected to be applicable for the full fiscal year and the recognition of tax benefits for the favorable resolution of certain tax contingencies. Our expected underlying tax rate for the full year is expected to be 21-22% rather than 25-26% as previously reported due to lower than expected earnings in the U.S. where our tax rate is higher combined with lower taxes on foreign earnings.
Minority Interest
In the third quarter of both 2008 and 2007, we reported minority interest of $3 million. In the nine months ended September 30, 2008, we reported minority interest of $14 million, as compared to $10 million in the prior year period. The increase in minority interest for the nine months ended September 30, 2008 is due to an increase in earnings primarily related to SKC Haas, a new joint venture formed in November of 2007.
Earnings from Discontinued Operations
For the three and nine months ended September 30, 2008 we reported income of $2 million related to tax benefits for the favorable resolution of certain tax contingencies. For the nine months ended September 30, 2007 we reported a gain of $1 million, after taxes, related to our Automotive Coatings discontinued operation which was sold in the second quarter of 2007.

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SEPTEMBER 30, 2008 VERSUS SEPTEMBER 30, 2007 — BY BUSINESS SEGMENT
Net Sales by Business Segment and Region
                                 
    Three Months Ended   Nine Months Ended
(in millions)   September 30,   September 30,
    2008   2007   2008   2007
     
Business Segment                
Electronic Technologies
  $ 433     $ 433     $ 1,335     $ 1,212  
Display Technologies
    73       9       232       15  
     
Electronic Materials Group
  $ 506     $ 442     $ 1,567     $ 1,227  
Paint and Coatings Materials
    636       570       1,804       1,652  
Packaging and Building Materials
    476       460       1,463       1,373  
Primary Materials
    667       542       1,940       1,584  
Elimination of Intersegment Sales
    (353 )     (297 )     (1,012 )     (860 )
     
Specialty Materials Group
  $ 1,426     $ 1,275     $ 4,195     $ 3,749  
Performance Materials Group
    322       296       964       882  
Salt
    217       191       819       696  
     
Total net sales
  $ 2,471     $ 2,204     $ 7,545     $ 6,554  
     
 
                               
Customer Location
                               
North America
  $ 1,100     $ 1,039     $ 3,375     $ 3,180  
Europe
    631       549       1,963       1,691  
Asia-Pacific
    615       515       1,859       1,408  
Latin America
    125       101       348       275  
     
Total net sales
  $ 2,471     $ 2,204     $ 7,545     $ 6,554  
     
Pre-Tax Earnings (Loss) from Continuing Operations by Business Segment (1)
                                 
    Three Months Ended   Nine Months Ended
(in millions)   September 30,   September 30,
    2008   2007   2008   2007
     
Business Segment                
Electronic Technologies
  $ 91     $ 109     $ 377     $ 300  
Display Technologies
    (8 )     (10 )     (30 )     (15 )
     
Electronic Materials Group
  $ 83     $ 99     $ 347     $ 285  
Paint and Coatings Materials
    66       96       183       275  
Packaging and Building Materials
    29       42       88       130  
Primary Materials
    9       24       65       89  
     
Specialty Materials Group
  $ 104     $ 162     $ 336     $ 494  
Performance Materials Group
    41       33       105       87  
Salt
    9       11       82       62  
Corporate (2)
    (105 )     (137 )     (297 )     (270 )
     
Earnings from continuing operations before income taxes, and minority interest
  $ 132     $ 168     $ 573     $ 658  
     
 
1.   Prior to 2008, our Business Segment results were reported on an after-tax basis. See Form 8-K, filed June 6, 2008, for the presentation of prior year business results on a pre-tax basis.
 
2.   Corporate includes certain corporate governance costs, interest income and expense, environmental remediation expense, insurance recoveries, exploratory research and development expense, currency gains and losses related to balance sheet non-functional currency exposures, any unallocated portion of shared services and other infrequently occurring items.

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Provision for Restructuring and Asset Impairment by Business Segment
                                 
    Three Months Ended   Nine Months Ended
(in millions)   September 30,   September 30,
 
    2008   2007   2008   2007
     
Business Segment
               
Electronic Technologies
  $       $ 3     $ 7     $ (3 )
Display Technologies
                5       3  
     
Electronic Materials Group
  $     $ 3     $ 12     $  
Paint and Coatings Materials
          2       40       2  
Packaging and Building Materials
          1       16       2  
Primary Materials
                1        
     
Specialty Materials Group
  $     $ 3     $ 57     $ 4  
Performance Chemicals Group
          11       10       10  
Salt
    3             3        
Corporate
    1       1       20       14  
     
Total
  $ 4     $ 18     $ 102     $ 28  
     
Segment Results
Electronic Materials Group
The Electronic Materials Group comprises two reportable segments which provide materials for use in applications such as telecommunications, consumer electronics and household appliances. Overall sales for this Group were $506 million up 14% in the third quarter of 2008 over the prior year. The $64 million increase in sales in the third quarter of 2008 is primarily due to the fact that the prior year period did not include the results of SKC Haas Display Films, a JV which was formed in November of last year. Pre-tax earnings of $83 million were down 16% over prior year, reflecting weakening industry demand for semiconductor and consumer electronics products.
Net sales for the Electronic Materials Group reached $1,567 million in the nine months ended September 30, 2008, up 28%, or $340 million, versus sales of $1,227 million in the prior year. The increase was due to the impact of acquisitions in Display Technologies as well as solid first half organic growth. Pre-tax earnings of $347 million were up 22% over the prior year nine months and include a gain of $85 million resulting from the sale of our investment in UP Chemical Company.
The results for the Electronic Materials Group are reported under the two separate reportable segments as follows:

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Electronic Technologies
Net Sales (in millions)
(PERFORMANCE GRAPH)
Net sales in the third quarter of 2008 were $433 million, even with net sales in the prior year period. Year over year sales growth dropped off sharply beginning in August as an industry-wide slowdown in demand for semiconductor and consumer electronics devices began to take hold. Though sales in North America and Europe have been weak for the past few quarters, this period marked the first time in many quarters that Asia has experienced weakening demand. Sales in advanced technology product lines were flat versus the prior year. Sales from Semiconductor Technologies contracted slightly by 1% primarily due to lower pricing mostly offset by the impact of favorable currencies. Circuit Board Technologies sales grew 6% as compared to the same period last year reflecting the impact of favorable currencies. Packaging and Finishing Technologies sales were down 3% driven by weakening demand for electronics. Many major customers announced factory slowdowns and decreased utilization rates in anticipation of weaker end-user demand and growing levels of inventory in the supply chain. Driven by the industry slowdown in semiconductor wafer starts and increased competition, the demand for Chemical Mechanical Planarization (CMP) pads and slurries, as well as advanced photoresists and related products, have declined from prior levels.
Third quarter pre-tax earnings of $91 million were down from the $109 million earned in the prior year. Prior year results included a $3 million restructuring charge. The earnings decrease primarily reflects the slowing consumer demand for semiconductors and electronic devices and lower pricing.
Net sales for Electronic Technologies reached $1,335 million in the nine months ended September 30, 2008, up 10%, or $123 million, versus sales of $1,212 million in the prior year. All businesses reported strong first half growth in Asia, then weakening demand in the third quarter. Sales for most businesses were flat or declined in North America and Europe as a result of an industry-wide slowdown in demand there. Sales in advanced technology product lines were up 12% versus the prior year. Sales from Semiconductor Technologies grew 9% over the prior year period as strong demand growth in Asia during the first half of 2008, resulting from strong sales of Chemical Mechanical Planarization (CMP) pads and slurries, as well as advanced photoresists and related products. Circuit Board Technologies sales grew 13% as solid double digit sales dollar growth in Asia, as well as the favorable impact of currency more than offset the business contraction in Europe and North America. Packaging and Finishing Technologies sales were up 10% versus last year due to strong precious metal sales, primarily in North America, and the favorable impact of currency.
For the nine months ended September 30, 2008, pre-tax earnings of $377 million were up significantly from the $300 million earned in the prior year. This year’s results include an $85 million gain related to

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the sale of our 40% interest in UP Chemical Company, as well as restructuring charges of $7 million during the second quarter. Prior year results included a $3 million benefit due to a change in estimate related to restructuring costs and asset impairments. Excluding the effect of the UP Chemical Company sale and restructuring in both periods, earnings increased $2 million reflecting higher first half sales of advanced technology products and favorable currencies mostly offset by higher raw material prices and freight costs.
Display Technologies
Net Sales (in millions)
(PERFORMANCE GRAPH)
 
*   Includes nine months of sales from the acquisition of Kodak light management film technologies and SKC Haas Display films
Net sales in the third quarter of 2008 were $73 million and include sales from the SKC Haas Display Films JV formed in November, 2007 and Gracel Display, Inc., acquired in April 2008. The business did not experience the normal third quarter seasonal increase in demand as a result of an industry-wide slowdown in response to weakening global economic conditions. Third quarter sales in the prior year were $9 million.
The segment reported a pre-tax loss of $8 million for the quarter, versus a loss of $10 million in the prior year. Over the course of the current period, improvements in operating efficiencies and product portfolio mix have been made, though offset by the unfavorable impact of lower absorption of plant fixed costs related to lower than expected sales growth.
Net sales in the nine months ended September 30, 2008 were $232 million, and include sales of optical display films products (acquired from Eastman Kodak in the second quarter of last year), as well as sales from the new SKC Haas Display Films JV formed in November, 2007 and Gracel Display, Inc., acquired in April 2008. Net sales in the prior year period were $15 million. The business enjoyed strong industry demand-driven volume growth throughout most of the first half of 2008, though experienced some softening of demand as a result of an industry wide slowdown in response to weakening global economic conditions.
For the nine months ended September 30, 2008, the segment reported a pre-tax loss of $30 million, versus the $15 million loss recorded during the prior year period, reflecting the development stage nature of the newly acquired light management films technologies, as well as acquisition and purchase-accounting related charges. The nine month periods include restructuring and asset impairment related charges of $5 million in 2008 and $3 million in 2007. Pricing pressures on parts of the more mature

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portions of the product line, as well as challenges to improve manufacturing efficiencies at a pace which matches market-driven price concessions common in the industry have kept pressure on margins throughout the year. We expect full-year, pre-tax losses of $35 to $40 million in 2008 and significantly improved operations in 2009.
Specialty Materials Group
The Specialty Materials Group is comprised of three business units and represents the majority of our chemical business, serving a broad range of end-use markets.
Overall sales for this Group (after intersegment elimination) of $1,426 million and $4,195 million were up 12% over each of the prior year periods for the three and nine months ended September 30, 2008, respectively. The increases were due to higher selling prices and favorable currencies, partially offset by lower overall demand, with strong growth in Rapidly Developing Economies more than offset by soft demand in the U.S. and Western Europe.
Pre-tax earnings for the third quarter of 2008 at $104 million were down $58 million, or 36% versus the prior year for the Group. Third quarter 2008 results include charges of $18 million from the impact of hurricane Ike on our Deer Park, Texas operations, along with $18 million in accelerated depreciation charges related to our restructuring plans announced in June 2008. Excluding these charges, current year earnings were down $22 million, or 14%, versus the prior year period. Higher selling prices and strong demand in Rapidly Developing Economies, along with favorable currencies, were more than offset by higher raw material, energy and freight costs, soft demand in the U.S. and moderating conditions in Western Europe.
Pre-tax earnings for the nine months ended September 30, 2008, were $336 million versus $494 million in the prior year period. Current period results include charges of $57 million for restructuring activities announced in the second quarter along with $18 million in associated accelerated depreciation charges related to affected manufacturing sites. In addition, we incurred $18 million in charges during the third quarter from the impact of hurricane Ike on our Deer Park, Texas operations. The prior year included $4 million in restructuring and asset impairment expense. Excluding these charges, current year earnings of $429 million were down $69 million, or 14%, versus the prior year period. Higher selling prices and strong demand in Rapidly Developing Economies, along with favorable currencies, were more than offset by higher raw material, energy and freight costs and soft demand in the U.S.
The results for the Specialty Materials Group are reported under three separate reportable segments as follows:

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Paint and Coatings Materials
Net Sales (in millions)
(PERFORMANCE GRAPH)
In the third quarter of 2008, net sales from our Paint and Coatings Materials segment were $636 million, an increase of 12%, or $66 million, from net sales of $570 million in 2007. Softer demand seen in the U.S. and Europe was more than offset by higher selling prices, favorable currencies and strong demand in Asia, especially Rapidly Developing Economies as well as new sales from the FINNDISP acquisition in Europe. The depressed demand in the U.S. was due to weakness in the architectural paint market reflecting the pronounced slowdown in the building and construction markets.
Pre-tax earnings were $66 million in the third quarter of 2008 versus prior year earnings of $96 million. The three months ended September 30, 2008 included $12 million in accelerated depreciation related to our restructuring plans announced in June 2008. The three months ended September 30, 2007 included $2 million in restructuring and asset impairment charges. Adjusting for these items, the decrease was driven by higher raw material, energy and freight costs, as well as lower demand in the U.S., partially offset by higher demand growth in Rapidly Developing Economies and higher selling prices.
In the nine months ended September 30, 2008, net sales for the Paint and Coatings Materials business were $1,804 million, an increase of 9%, or $152 million, over $1,652 million in sales from the same period in 2007. Softer demand seen in the U.S. and Europe was more than offset by higher selling prices, favorable currencies, and strong demand in the rest of the world, especially in Rapidly Developing Economies, as well as new sales from the FINNDISP acquisition in Europe. The slowed demand in the U.S. was due to weakness in the architectural paint market reflecting the pronounced slowdown in the building and construction markets. We continue to believe U.S. paint market volumes will drop 8-10% this year.
In the nine months ended September 30, 2008, pre-tax earnings for the Paint and Coatings Materials business were $183 million, a decrease of $92 million from $275 million the prior year. Included in the 2008 earnings were $40 million in restructuring and asset impairment charges, as well as $12 million of accelerated depreciation noted above. Excluding these charges, pre-tax earnings decreased by $40 million driven by higher raw material, energy and freight costs partially offset by higher selling prices, favorable currencies, and demand growth in Rapidly Developing Economies.

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Packaging and Building Materials
Net Sales (in millions)
(PERFORMANCE GRAPH)
In the third quarter of 2008, net sales from our Packaging and Building Materials segment were $476 million, an increase of 3%, or $16 million, from net sales of $460 million in 2007. The increase reflects the impacts of higher pricing and favorable currencies, partially offset by lower demand. Rapidly Developing Economies, while strong through the first half of the year, have slowed in the third quarter. This segment had lower overall demand mainly as a result of softness in the vinyl siding and windows profile markets in North America and Western Europe that use our plastics additives products.
Pre-tax earnings were $29 million in the third quarter of 2008 versus prior year earnings of $42 million. The $13 million decrease included $5 million in accelerated depreciation resulting from our restructuring plan announced in June. Excluding this item, the decrease was primarily due to lower demand and higher raw material, freight and energy costs, only partially offset by higher selling prices and favorable currencies.
In the nine months ended September 30, 2008, net sales for Packaging and Building Materials were $1,463 million, an increase of $90 million, from net sales of $1,373 million in 2007. The increase reflects the impacts of higher pricing and favorable currencies, partially offset by lower demand. Rapidly Developing Economies showed strong year-over-year growth, in the first half of the year before moderating in the third quarter, while economic softness in the U.S. building and construction markets and lower demand in certain businesses in North America and Western Europe offset this demand growth.
In the nine months ended September 30, 2008, pre-tax earnings for the Packaging and Building Materials business were $88 million, versus $130 million in the prior year period. Current and prior year pre-tax earnings include $16 million and $2 million, respectively, in restructuring and asset impairment charges. The current year also includes $5 million in accelerated depreciation, as discussed above. Excluding these charges, pre-tax earnings decreased by $23 million reflecting higher raw material, energy and freight costs and lower demand partially offset by favorable currencies and higher selling prices.

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Primary Materials
Net Sales (in millions)
(PERFORMANCE GRAPH)
In the third quarter of 2008, net sales for Primary Materials were $667 million, an increase of $125 million, or 23%, from prior year net sales of $542 million. Net sales for Primary Materials include sales to our internal downstream monomer-consuming businesses, primarily Paint and Coatings Materials and Packaging and Building Materials, along with sales to third party customers. Sales to external customers increased 28% to $314 million in 2008 from $245 million in the prior year period, primarily due to a combination of higher selling prices, favorable currencies and increased demand. Sales to our downstream businesses were up 19% versus the third quarter of 2007, which is attributable to higher selling prices and favorable currencies, partially offset by a decrease in captive demand.
Pre-tax earnings declined 63% to $9 million for the third quarter of 2008 from $24 million in the prior year period. The current year period results include approximately $18 million in expenses related to hurricane Ike and $1 million in accelerated depreciation resulting from our restructuring plans announced in June 2008. Excluding the impact of these items, pre-tax earnings increased $4 million due to higher selling prices and favorable currency partially offset by higher raw material, energy and freight costs.
                 
    Three Months Ended
(in millions)   September 30,
 
    2008   2007
     
Total Sales
  $ 667     $ 542  
Elimination of Intersegment Sales
    (353 )     (297 )
     
Third Party Sales
  $ 314     $ 245  
     
In the nine months ended September 30, 2008, net sales for Primary Materials were $1,940 million, an increase of $356 million, or 22%, from prior year net sales of $1,584 million. Net sales for Primary Materials include sales to our internal downstream monomer-consuming businesses, primarily Paint and Coatings Materials and Packaging and Building Materials, along with sales to third party customers. Sales to external customers increased 28% to $928 million in 2008 from $724 million in the prior year period, primarily due to a combination of increased demand, higher selling prices and favorable currencies. Sales to our downstream businesses were up 18% versus the third quarter of 2007, which is

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attributable to higher selling prices and favorable currencies, partially offset by a decrease in captive demand.
In the nine months ended September 30, 2008, pre-tax earnings for the Primary Materials business were $65 million, a decrease of 27%, or $24 million, from $89 million in the prior year. The current year period results include the $19 million noted above as well as $1 million in restructuring and asset impairment costs. Excluding these items, pre-tax earnings decreased $4 million due to higher raw material, energy and freight costs partially offset by higher selling prices and the absence of operating issues experienced in the prior year period.
                 
    Nine Months Ended
(in millions)   September 30,
 
    2008   2007
     
Total Sales
  $ 1,940     $ 1,584  
Elimination of Intersegment Sales
    (1,012 )     (860 )
     
Third Party Sales
  $ 928     $ 724  
     
     We continue to see the effects of an increase in the global monomer supply during 2008 as a result of new production facilities that have come on line coupled with continued weakness in the North American building and construction markets. We expect this additional supply to continue to apply downward pressure on Primary Material’s pricing through the remainder of 2008.
Performance Materials Group
Net Sales (in millions)
(PERFORMANCE GRAPH)
Net sales for the Performance Materials Group reached $322 million for the third quarter of 2008, an increase of 9%, or $26 million, versus sales of $296 million in 2007. The impact of favorable currencies and increased pricing along with stronger demand in the Asia Pacific and Latin American regions, more than offset overall demand weakness in Europe and North America.
Net sales for Process Chemicals and Biocides were $209 million, an increase of 14% or $25 million from the $184 million sales in the prior year period. Higher demand, especially in Rapidly Developing Economies, along with favorable currencies and increased selling prices were the main drivers of this growth. Within the Rapidly Developing Economies, particularly South East Asia and China, the ion

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exchange product line saw increased demand in the industrial water treatment, ultra pure water and power markets. Net sales for Powder Coatings were $84 million, an increase of 8%, or $6 million over sales of $78 million in 2007. The sales increase was driven by the impact of favorable currencies and higher selling prices, partially offset by slightly weaker demand in the U.S., Europe and Asia. Net sales for the other businesses, including AgroFresh and Advanced Materials were $29 million, down $4 million or 12% versus the third quarter of 2007. Continued growth of our patented 1-methylcyclopropene (1-MCP) technology in AgroFresh was more than offset by our 2008 exit from our digital imaging business line.
Pre-tax earnings for the third quarter of 2008 of $41 million were up $8 million from $33 million in the prior year period. Prior year results include an $11 million charge related to restructuring. Excluding this item, earnings decreased slightly, by $3 million, due to higher raw material, energy and freight costs as well as weak demand in the North America region partially offset by increased demand, especially in Process Chemicals and Biocides as well as in the Rapidly Developing Economies, favorable currencies, and higher selling prices.
Net sales for the Performance Materials Group reached $964 million for the nine months ended September 30, 2008, an increase of 9%, or $82 million, versus sales of $882 million in 2007.
Net sales for Process Chemicals and Biocides were $625 million, an increase of 12%, or $68 million over sales of $557 million from the same nine month period in 2007. The increase is mainly attributable to favorable currencies, increased overall demand within Rapidly Developing Economies and higher selling prices, partially offset by the demand weakness experienced in North America and Europe within the building and construction markets and the paper market. Within the Rapidly Developing Economies, particularly South East Asia and China, the ion exchange product line saw increased demand in the industrial water treatment and power markets. This product line also realized solid growth in new markets, such as catalysis and potable water. Net sales for Powder Coatings were $268 million, an increase of 7%, or $17 million over sales of $251 million in 2007. The sales increase was driven by the impact of favorable currencies, partially offset by slightly weaker demand in Europe and the U.S. Net sales for the other businesses, including AgroFresh and Advanced Materials decreased 4% or $3 million to $71 million in 2008. Continued growth of our patented 1-methylcyclopropene (1-MCP) technology in AgroFresh was more than offset by our 2008 exit from our digital imaging business line.
Pre-tax earnings for the nine months ended September 30, 2008, of $105 million were up $18 million from 2007, or 21% higher than the $87 million from the prior year period. Both periods include $10 million in restructuring and asset impairment costs. The earnings increase was driven by strong demand, particularly in the Rapidly Developing Economies, higher selling prices and favorable currencies, partially offset by higher raw material, freight and energy costs.

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Salt
Net Sales (in millions)
(PERFORMANCE GRAPH)
Salt sales in the third quarter of 2008 were $217 million, an increase of 14% or $26 million compared with the prior year sales of $191 million. The increase was a result of improved mix, higher pricing and favorable currencies. Sales were also favorably impacted by higher than normal early season demand for highway salt, as well as the acquisition of the “Season-All”® product line during the third quarter of 2008 compared to 2007. Sales, excluding freight costs that are billed to customers, were up 13% for the third quarter of 2008, compared to the third quarter of 2007.
Pre-tax earnings in the third quarter of 2008 were $9 million, a decrease of $2 million compared to third quarter 2007 pre-tax earnings of $11 million. The impacts of hurricanes Gustav and Ike, including a $3 million asset impairment and $1 million in additional operating costs, negatively impacted pre-tax earnings by $4 million in the third quarter of 2008. Increases in demand, improved pricing, improved operating performance and favorable mix were significantly offset by cost increases.
For the nine months ended September 30, 2008, net sales from Salt were $819 million, an increase of 18%, or $123 million, versus $696 million in sales for the same period of 2007. The improvement in sales was largely driven by ice-control sales volumes due to favorable weather conditions in both the U.S. and Canada in the first quarter of 2008. Weather patterns in the first quarter of 2007 were slightly milder than average in the markets we serve. The impact of higher pricing and favorable currency also contributed to the improvement in sales in the nine months ended September 30, 2008 compared with 2007. Sales, excluding freight costs that are billed to customers, were up 16% for the nine months ended September 30, 2008, compared to the nine months ended September 30, 2007.
Pre-tax earnings for the nine months ended September 30, 2008 were $82 million, an increase of 32% over the $62 million earned in the same period in 2007. Severe winter weather in the first quarter of 2008, volume gains in the consumer and industrial markets and lower selling and administrative expense were the primary pre-tax earnings improvement drivers compared with the prior year period. The impacts of hurricanes Gustav and Ike resulted in a $4 million decline in earnings in 2008, including a $3 million asset impairment and $1 million in additional operating costs, compared to the same period last year. The favorable impact of currency also contributed to the pre-tax earnings gain, particularly in the first quarter of 2008. We currently estimate that the damage caused by the hurricanes could result in increased costs in the fourth quarter of approximately $10 million.

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Corporate
Pre-Tax Expense (in millions)
(PERFORMANCE GRAPH)
Corporate expense in the third quarter of 2008 was $105 million, a decrease of 23% or $32 million compared with prior year expense of $137 million. The decrease primarily resulted from the absence of the pension charge and spending related to our European Headquarters that are reflected in the prior year period, partially offset by increased interest expense related to the accelerated stock repurchase, currency exposure and costs associated with the planned merger with Dow.
Corporate expense for the nine months ended September 30, 2008 was $297 million, an increase of 10% or $27 million compared with prior year expense of $270 million as a result of increased interest expense related to the accelerated stock repurchase. Restructuring and asset impairment costs were $20 million and $14 million for 2008 and 2007, respectively. Other factors contributing to the increase in expense were lower investment income, currency losses and expenses associated with the proposed merger with Dow. These increases in expense were partially offset by the absence of both the pension charge and spending related to our European Headquarters reflected in the prior year period.

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LIQUIDITY AND CAPITAL RESOURCES
Overview
As of September 30, 2008, our company’s debt ratio (total debt in proportion to total debt plus stockholders’ equity and minority interest) was 48%, down from 50% as of December 31, 2007, and cash from operating activities for the rolling twelve months ended September 30, 2008, was approximately 31% of our quarter-end debt. We expect to maintain our debt ratio below 50%, while growing cash from operating activities. Maintenance of a strong balance sheet well-covered by our cash flows remains a key financial policy. We intend to employ a balanced approach to cash deployment that will enhance stockholder value through:
    Reinvesting in core businesses to drive profitable growth through our capital expenditure program;
    Investing in new platforms that address the growing needs in food, water, energy, hygiene and other areas in the developed and developing worlds;
    Supplementing our organic growth with highly selective acquisitions which bring a growth platform technology or geographic supplement to our core businesses; and
    Maintaining our current dividends.
In the nine months ended September 30, 2008, our primary sources of cash were from operating activities and employee stock option exercises with overnight liquidity provided by commercial paper borrowings when needed. Our principal uses of cash were capital expenditures and dividends. These are summarized in the table below:
                 
    Nine months ended
    September 30,
(in millions)   2008   2007
 
Cash provided by operations
  $ 619     $ 590  
Share repurchases
    (13 )     (1,462 )
Capital expenditures
    (366 )     (276 )
Dividends
    (233 )     (231 )
Net debt (reduction) increase
    (49 )     1,094  
Stock option exercise proceeds
    101       43  
Our Consolidated Statement of Cash Flows includes the combined results of our continuing and discontinued operations for all periods presented.
Cash Provided by Operations
For the nine months ended September 30, 2008, cash from operating activities was $619 million, $29 million higher than $590 million for the prior year period. The increase is due primarily to lower working capital needs.
The cash flow we generate from operating activities is typically concentrated in the second half of the year due to working capital patterns in some of our core businesses, as well as the timing of certain annual payments such as employee bonuses, interest on debt and property taxes, which are concentrated in the first half of the year. We expect to generate approximately $1 billion in cash from operating activities during 2008. Maintaining strong operating cash flow through earnings and working capital management continues to be an important objective.

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Pension Plan and Postretirement Benefit Plan Funding and Liability
During 2007 we contributed $84 million to our pension and postretirement benefit plans. As of September 30, 2008, we expect to contribute approximately $105 million to these plans. However, funding requirements for future periods will depend on the economic climate, actual return on plan assets, changes in employee groups covered by the plan, legislative or regulatory changes, market interest rates, inflation rates, and other economic variables. Therefore we may increase, accelerate, decrease or delay contributions to the plans to the extent permitted by law.
The breakdown of actual and estimated contributions is as follows:
                 
    September 30,   December 31,
(in millions)   2008   2007
 
Qualified pension plans
  $ 30     $ 30  
Non-qualified pension plans
    12       12  
Post retirement benefit plans
    43       42  
     
Total paid contributions
  $ 85     $ 84  
Remaining estimated contributions
    20        
     
Total contributions
  $ 105     $ 84  
     
Global qualified and non-qualified pension expense and postretirement benefit expense for 2008 is expected to decrease to approximately $67 million, compared to $158 million in 2007, due to the absence of the pension charge, as well as the amortization of actuarial gains that occurred during 2007.
Capital Expenditures
We intend to manage our capital expenditures to take advantage of growth and productivity improvement opportunities as well as to fund ongoing environmental protection and plant infrastructure requirements. We have a well-defined review procedure for the authorization of capital projects. Capital expenditures of $366 million through the three quarters of 2008 are above the prior year period expenditures of $276 million primarily due to spending for a greater number of projects focused on growth and increased return on investment. We expect to spend approximately $485 million for capital projects during 2008. This expected spending is 16% above the $417 million in fiscal year 2007 reflecting our focus on investing for growth.
Dividends
Common stock dividends have been paid each year since 1927. The payout has increased at an average 10.6% compound annual growth rate since 1978. On May 5, 2008, we announced that the Board of Directors voted to increase dividends by 11% to $0.41 per share and on September 25, 2008 declared a $0.41 per share dividend payable on December 1, 2008.
                                             
2008   2007
    Amount                   Amount        
    (Per   Amount               (Per   Amount    
Date of dividend   common   (In       Date of dividend   common   (In    
payment   share)   millions)   Record Date   payment   share)   millions)   Record Date
March 1, 2008
  $0.37   $73   February 15, 2008   March 1, 2007   $ 0.33     $ 72     February 16, 2007
June 1, 2008
  $0.41   $78   May 5, 2008   June 1, 2007   $ 0.37     $ 80     May 18, 2007
September 1, 2008
  $0.41   $82   August 8, 2008   September 4, 2007   $ 0.37     $ 79     August 10, 2007
December 1, 2008
  $0.41       October 31, 2008   December 1, 2007   $ 0.37     $ 72     November 2, 2007

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Share Repurchase Program
On July 16, 2007, our Board of Directors authorized the repurchase of up to $2 billion of our common stock, the first $1 billion of which was financed with debt. For the debt financed portion of this authorization, we entered into an accelerated share repurchase agreement (ASR) with Goldman, Sachs & Co. (Goldman Sachs) on September 10, 2007. Under the ASR, we paid $1 billion to Goldman Sachs and initially received approximately 16.2 million of shares of our common stock on September 11, 2007. In June 2008, upon closing of the ASR, we received an additional 3.1 million shares. The average share price for the 19.3 million total shares repurchased was $51.56, approximately 3% below the average market price of our stock during the repurchase period. We have discontinued repurchasing our shares.
Liquidity and Debt
As of September 30, 2008, we had $276 million in cash and $3,229 million in debt compared with $268 million in cash and restricted cash and $3,297 million in debt as of December 31, 2007. A summary of our cash and debt balances is provided below:
                 
    September 30,   December 31,
(in millions)   2008   2007
 
Short-term obligations
  $ 114     $ 158  
Long-term debt
    3,115       3,139  
     
Total debt
  $ 3,229     $ 3,297  
     
 
               
Cash and cash equivalents
  $ 276     $ 265  
Restricted cash
          3  
     
Total cash
  $ 276     $ 268  
     
At September 30, 2008, we had no commercial paper outstanding. Other short-term debt was primarily composed of local bank borrowings. During 2008, our primary source of short-term liquidity has been cash from operating activities and commercial paper borrowings. We have had access to the Commercial Paper market whenever we have needed it during the financial crisis in September and October of 2008 and we expect to be able to continue to access this market for overnight liquidity if needed. In addition, we have a $750 million revolving credit facility with a syndication of 14 banks which is committed through December 2012. We have no plans to draw on this facility, but if we do need it, we believe the banks will provide funding under the terms of this agreement.
Use of Derivative Instruments to Manage Market Risk
We sell products, purchase materials, and finance our operations internationally. These activities result in assets and liabilities the values of which are exposed to exchange rate fluctuation. During the third quarter of 2008, exchange rate movements decreased the carrying value of these balance sheet positions by $18 million after-tax. During the same period, the derivative instruments we entered to counter-balance these exposures generated gains which reduced the impact of exchange rates on underlying balance sheet positions, resulting in a $2 million after-tax loss, net of hedging. For the nine months ended September 30, 2008, this net loss was $3 million. All other derivative instruments generated $7 million in after-tax gains during the nine months ending September 30, 2008. As of September 30, 2008, all derivative contracts represented a $17 million after-tax asset compared with a $20 million after-tax liability at December 31, 2007.
Trading Activities
We do not have any trading activity that involves non-exchange traded contracts accounted for at fair value.
Unconsolidated Entities
All significant entities are consolidated. Any unconsolidated entities are de minimis in nature and there are no significant contractual requirements to fund losses of unconsolidated entities. See Note 1 to the Consolidated Financial Statements for our treatment of Variable Interest Entities.
Environmental Matters and Litigation

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Our chemical operations, as those of other chemical manufacturers, involve the use and disposal of substances regulated under environmental protection laws. Our environmental policies and practices are designed to ensure compliance with existing laws and regulations and to minimize the risk of harm to the environment.
We have participated in the remediation of waste disposal and manufacturing sites as required under the Superfund and related laws. Remediation is well underway or has been completed at many sites. Nevertheless, we continue to face government enforcement actions, as well as private actions, related to past manufacturing and disposal and continue to focus on achieving cost-effective remediation where required.
Accruals
We have provided for costs to remediate former manufacturing and waste disposal sites, including Superfund sites, as well as our company facilities. We consider a broad range of information when we determine the amount necessary for remediation accruals, including available facts about the waste site, existing and proposed remediation technology and the range of costs of applying those technologies, prior experience, government proposals for these or similar sites, the liability of other parties, the ability of other Potentially Responsible Parties (“PRPs”) to pay costs apportioned to them and current laws and regulations. Reserves for environmental remediation that we believe to be probable and estimable are recorded appropriately as current and long-term liabilities in the Consolidated Balance Sheets. These reserves include liabilities expected to be paid out within the next 10 years. Accruals for estimated losses from environmental remediation obligations generally are recognized at the point during the remedial feasibility study when costs become probable and estimable. We do not accrue for legal costs expected to be incurred with a loss contingency. We assess the accruals quarterly and update them as additional technical and legal information becomes available. However, at certain sites, we are unable, due to a variety of factors, to assess and quantify the ultimate extent of our responsibility for study and remediation costs. If we believe that no best estimate exists, we accrue the minimum in a range of possible losses, and disclose any material, reasonably possible, additional losses. If we determine a liability to be only reasonably possible, we consider the same information to estimate the possible exposure and disclose any material potential liability. In addition, estimates for liabilities to be incurred between 11 to 30 years in the future are also considered only reasonably possible because the chance of a future event occurring is more than remote but less probable. These loss contingencies are monitored regularly for a change in fact or circumstance that would require an accrual adjustment. We have identified reasonably possible loss contingencies related to environmental matters of approximately $139 million at September 30, 2008. The amounts charged to pre-tax earnings for environmental remediation and related charges are included in cost of goods sold and are presented below:
         
(in millions)   Balance  
 
December 31, 2007
  $ 150  
Amounts charged to earnings
    40  
Amounts spent
    (26 )
 
     
September 30, 2008
  $ 164  
 
     
Wood-Ridge/Berry’s Creek
The Wood-Ridge, New Jersey site (“Site”), and Berry’s Creek, which runs past this Site, are areas of environmental significance to the Company. The Site is the location of a former mercury processing plant acquired many years ago by a company later acquired by Morton International, Inc. (“Morton”). Morton and Velsicol Chemical Corporation (“Velsicol”) have been held jointly and severally liable for the cost of remediation of the Site. The New Jersey Department of Environmental Protection (“NJDEP”) issued the Record of Decision documenting the clean-up requirements for the manufacturing site in October 2006. We have submitted a work plan to implement the remediation, and have entered into an agreement to perform the work. The trust created by Velsicol will bear a portion of the cost of remediation, consistent with the bankruptcy trust agreement that established the trust. In addition, an unsuccessful two day mediation session was conducted in July with approximately one dozen non-settling parties, including companies whose materials were processed at the manufacturing site, to resolve their share of the liability for a portion of the remediation costs. We are in continued discussions

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with these parties under an agreement tolling the deadlines for filing cost-recovery litigation. Our ultimate exposure at the Site will depend on clean-up costs and on the level of contribution from other parties.
In response to EPA letters to a large number of potentially responsible parties (“PRPs”) requiring the performance of a broad scope investigation of risks posed by contamination in Berry’s Creek and the surrounding wetlands, a group of approximately 100 PRPs negotiated a scope of work for the study and an Administrative Order to perform the work through common technical resources and counsel. Work plans were submitted in the third quarter of 2008. Performance of this study is expected to take at least five years to complete. Today, there is much uncertainty as to what will be required to address Berry’s Creek, but investigation and clean-up costs, as well as potential resource damage assessments, could be substantial and our share of these costs could possibly be material to the results of our operations, cash flows and consolidated financial position.
Other Environmental Expenditures
The laws and regulations under which we operate require significant expenditures for capital improvements, operation of environmental protection equipment, environmental compliance and remediation. Our major competitors are confronted by substantially similar environmental risks and regulations. Future developments and even more stringent environmental regulations may require us to make unforeseen additional environmental expenditures.
Capital spending for new environmental protection equipment was $59 million, $63 million and $42 million in 2007, 2006 and 2005, respectively. Spending for 2008 and 2009 is expected to approximate $53 million and $33 million, respectively. Capital expenditures in this category include projects whose primary purposes are pollution control and safety, as well as environmental projects intended primarily to improve operations or increase plant efficiency. Capital spending does not include the cost of environmental remediation of waste disposal sites.
The cost of managing, operating and maintaining current pollution abatement facilities was $159 million, $151 million and $153 million in 2007, 2006 and 2005, respectively, and was charged against each year’s earnings.
Climate Change
There is an increasing global focus on issues related to climate change and particularly on ways to limit and control the emission of greenhouse gases, which are believed to be associated with climate change. Some initiatives on these topics are already well along in Europe, Canada and other countries, and related legislation has passed or is being introduced in some U.S. states. In addition, the Supreme Court decision in Massachusetts v. EPA, holding that greenhouse gases, including carbon dioxide (CO 2), are “air pollutants” subject to regulation by EPA, has increased the likelihood of federal regulatory or legislative action.
The Kyoto Protocol to the United Nations Framework Convention on Climate Change was adopted in 2005 in many countries. For instance, the European Union (EU) has a mandatory Emissions Trading Scheme to implement its objectives under the Kyoto Protocol. Four of our European locations currently exceed the threshold for participation in the EU Emissions Trading Scheme pursuant to the Kyoto Protocol and are currently implementing the requirements established by their respective countries. We are very much aware of the importance of these issues and the importance of addressing greenhouse gas emissions.
Due to the nature of our business, we have emissions of CO2 primarily from combustion sources, we also have some minor process by-product CO 2 emissions. Our emissions of other greenhouse gases are infrequent and minimal as compared to CO 2 emissions. We have therefore focused on ways to increase energy efficiency and curb increases in greenhouse gas emissions resulting from growth in production in addition to lowering the energy usage of existing operations. Although the general lack of specific legislation prevents any accurate estimates of the long-term impact on us any legislation that limits CO 2 emissions may create a potential restriction to business growth by capping

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consumption of traditional energy sources available to all consumers of energy, including Rohm and Haas. Capping consumption could result in: increased energy costs, additional capital investment to lower energy intensity and rationed usage with the need to purchase greenhouse gas emission credits. Our Manufacturing Council, comprised of facility plant managers, has a global effort underway to improve our energy efficiency at all of our locations through energy audits, sharing best practices and in some cases installation of more efficient equipment and in 2008, we realized a reduction in energy consumption. We will continue to follow these climate change issues, work to improve the energy efficiencies of our operations, work to minimize any negative impacts on company operations and seek technological breakthroughs in energy supply and efficiency in both Company operations and product development.
European Union Chemical Company Regulations
European Union (“EU”) chemicals regulation for Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”), went into effect on June 1, 2007. The overarching goals of REACH are to better protect human health and the environment, while further driving the competitiveness of the EU chemical industry. We have a pro-active cross-functional team in place to manage our compliance and exposure to REACH. While REACH will require significant effort on our part, its impacts on our European business are somewhat muted by two key factors: i) polymers made from registered monomers do not have to be separately registered and ii) formulators such as our Adhesives and Electronic Materials businesses do not bear the burden of registering their raw materials for use — their suppliers do.
Our key chemicals that will have to be registered are monomers, sodium borohydride and substances we directly import into Europe that are utilized in our products. We anticipate registering approximately 400 substances which will cost approximately 20 — 40 million, spread over the 11 year implementation timeline. Pre-registration will take place prior to December 1, 2008. We currently use fewer than 50 “substances of concern” that will require authorization for continued use and we anticipate that we will need to reformulate at least some of our products to eliminate some of these substances. We have significantly decreased our use of these chemicals, supporting our objective to proactively remove these substances from our formulations prior to the implementation of REACH. While REACH will result in some additional costs for our businesses, we do not anticipate either any significant competitive advantage or disadvantage to result from its implementation.
Litigation
We are involved in various kinds of litigation, principally in the United States. We strive to resolve litigation where we can through negotiation and other alternative dispute resolution methods such as mediation. Otherwise, we vigorously prosecute or defend lawsuits in the courts. Significant litigation is described in Note 11 to the Consolidated Financial Statements.
ACCOUNTING PRONOUNCEMENTS ISSUED BUT NOT YET ADOPTED
Determining Whether Share Based Payment Transactions are Participating Securities
In June 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“FSP EITF 03-6-1”) which addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in earnings allocation in computing earnings per share under the two-class method as described in SFAS No. 128, “Earnings Per Share.” Under the guidance in FSP EITF 03-6-1, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two class method. FSP EITF 03-6-1 is effective for fiscal periods beginning after December 15, 2008. All prior-period earnings per share data presented shall be adjusted retrospectively. Early application is not permitted. We are currently evaluating the potential impact of the adoption of this FSP to our Consolidated Income Statements.

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Determination of the Useful Life of Intangible Assets
In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets.” This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under Statement 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141 (revised 2007), “Business Combinations,” and other U.S. generally accepted accounting principles (“GAAP”). This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008. We are currently assessing the impact of this FSP to Consolidated Financial Statements.
Disclosures about Derivative Instruments and Hedging Activities
In March 2008, the FASB issued the SFAS No. 161, “Disclosures about Derivatives and Hedging Activities,” which enhances the requirements under SFAS No. 133, “Accounting for Derivatives and Hedging Activities.” SFAS No. 161 requires enhanced disclosures about an entity’s derivatives and hedging activities and how they affect an entity’s financial position, financial performance, and cash flows. This statement will be effective for fiscal years and interim periods beginning after November 15, 2008. We currently believe that the impact to our Consolidated Financial Statements will be limited to additional disclosure.
Accounting for Collaborative Arrangements
In December 2007, the Emerging Issues Task Force (“EITF”) met and ratified EITF No. 07-01, “Accounting for Collaborative Arrangements,” in order to define collaborative arrangements and to establish reporting requirements for transactions between participants in a collaborative arrangement and between participants in the arrangement and third parties. This EITF is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. This EITF is to be applied retrospectively to all prior periods presented for all collaborative arrangements existing as of the effective date. We do not believe this EITF will have a material effect on our Consolidated Financial Statements.
Non-controlling Interests
In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements,” which amends ARB No. 51. SFAS No. 160 establishes accounting and reporting standards that require that 1) non-controlling interests held by non-parent parties be clearly identified and presented in the consolidated statement of financial position within equity, separate from the parent’s equity and 2) the amount of consolidated net income attributable to the parent and to the non-controlling interest be clearly presented on the face of the consolidated statement of income. SFAS No. 160 also requires consistent reporting of any changes to the parent’s ownership while retaining a controlling financial interest, as well as specific guidelines over how to treat the deconsolidation of controlling interests and any applicable gains or losses. This statement will be effective for financial statements issued in 2009. We are currently assessing the impact to our Consolidated Financial Statements.
Business Combinations
In December 2007, the FASB issued SFAS No. 141R, “Business Combinations,” which replaces SFAS 141. SFAS 141R establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. We will be required to adopt SFAS 141R on January 1, 2009 and we will apply this guidance to any acquisitions that close subsequent to December 31, 2008.

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Fair Value Measurements
In June 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. For financial assets and liabilities, SFAS No. 157 is effective for us beginning January 1, 2008. In February 2008, the FASB deferred the effective date of SFAS No. 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) until January 1, 2009. We believe the impact will not require material modification related to our non-recurring fair value measurements and will be substantially limited to expanded disclosures in the Notes to our Consolidated Financial Statements for notes that currently have components measured at fair value. Effective January 1, 2008, we adopted SFAS No. 157 for financial assets and liabilities measured at fair value on a recurring basis. The partial adoption of SFAS No. 157 for financial assets and liabilities did not have a material impact on our consolidated financial position, results of operations or cash flows. See Note 4 for information and related disclosures.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Management’s discussion of market risk is incorporated herein by reference to Item 7a included in our Form 10-K for the year ended December 31, 2007, filed on February 21, 2008, as amended by our Form 8-K filed with the Securities and Exchange Commission on June 6, 2008.
ITEM 4. Controls and Procedures
a)   Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
 
    Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report. Our principal executive officer and our principal financial officer have signed their certifications as required by the Sarbanes-Oxley Act of 2002.
 
b)   Changes in Internal Controls over Financial Reporting
 
    There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2008 that have materially affected, or are likely to materially effect, our internal control over financial reporting.

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PART II — OTHER INFORMATION
ITEM 1. Legal Proceedings
For information related to Legal Proceedings, see Note 12: Contingent Liabilities, Guarantees and Commitments in the accompanying Notes to Consolidated Financial Statements.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information relating to our purchases of our common stock during the quarter ended September 30, 2008:
                 
            Total Number of Shares   Approximate Dollar Value
    Total Number   Average Price   Purchased as Part of   of Shares that May Yet Be
    of Shares   Paid per   Publicly Announced   Purchased Under the Plans or
Period   Purchased (1)   Share (1)   Plans or Programs (2)   Programs (2)
July 1, 2008 — July 31, 2008
  7,045   62.95     1,000,000,000
August 1, 2008 — August 31, 2008
  2,175   75.15     1,000,000,000
September 1, 2008 — September 30, 2008
  1,524   71.09     1,000,000,000
Total
  10,744   66.57     1,000,000,000
 
Notes:   
 
(1)   200 shares were purchased as a result of employee stock option exercises (stock swaps) and 10,544 shares were acquired as a result of employees electing to withhold shares to cover taxes for the vesting of restricted stock.
 
(2)   On July 16, 2007, our Board of Directors authorized the repurchase of up to $2 billion of our common stock, the first $1 billion of which was financed with debt. For the debt financed portion of this authorization, we entered into an accelerated share repurchase agreement (ASR) with Goldman, Sachs & Co. (Goldman Sachs) on September 10, 2007. Under the ASR, we paid $1 billion to Goldman Sachs and initially received approximately 16.2 million of shares of our common stock on September 11, 2007. In June 2008, upon closing of the ASR, we received an additional 3.1 million shares. The average share price for the 19.3 million total shares repurchased was $51.56, approximately 3% below the average market price of our stock during the repurchase period. We have discontinued repurchasing our shares.
ITEM 6. Exhibits
     
(31.1)
  Certification Pursuant to Rule 13a-14(a)/15d-14(a).
(31.2)
  Certification Pursuant to Rule 13a-14(a)/15d-14(a).
(32)
  Certification Furnished Pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 Sarbanes-Oxley Act of 2002. The exhibit attached to this Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
     
  /s/ Jacques M. Croisetiere    
DATE: October 27, 2008  Jacques M. Croisetiere   
  Executive Vice President, Chief Financial
Officer and Chief Strategy Officer

ROHM AND HAAS COMPANY
(Registrant) 
 

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
     
  /s/ Raj L. Gupta    
DATE: October 27, 2008  Raj L. Gupta   
  Chairman and Chief Executive
Officer

ROHM AND HAAS COMPANY
(Registrant) 
 
 

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Exhibit 31.1
CERTIFICATION
I, Raj L. Gupta, Chairman and Chief Executive Officer of Rohm and Haas Company, certify that:
1.   I have reviewed this report on Form 10-Q of Rohm and Haas Company;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Rohm and Haas Company as of, and for, the periods presented in this report;
 
4.   Rohm and Haas’ other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Rohm and Haas, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5.   Rohm and Haas’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Rohm and Haas’ ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
DATE: October 27, 2008
         
  By:   /s/ Raj L. Gupta    
    Raj L. Gupta    
    Chairman and Chief Executive Officer   

 

         
Exhibit 31.2
CERTIFICATION
I, Jacques M. Croisetiere, Executive Vice President, Chief Financial Officer and Chief Strategy Officer of Rohm and Haas Company, certify that:
1.   I have reviewed this report on Form 10-Q of Rohm and Haas Company;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Rohm and Haas Company as of, and for, the periods presented in this report;
 
4.   Rohm and Haas’ other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Rohm and Haas, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5.   Rohm and Haas’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Rohm and Haas’ ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
DATE: October 27, 2008
         
  By:   /s/ Jacques M. Croisetiere    
    Jacques M. Croisetiere    
    Executive Vice President, Chief Financial Officer and Chief Strategy Officer