Doug May- Vice President of Investor Relations Andrew Liveris - Chairman and Chief Executive Officer William Weideman - Executive Vice President and Chief Financial Officer

John McNulty - Credit Suisse Robert Koort - Goldman Sachs Hassan Ahmed - Alembic Global Advisors Kevin McCarthy - Bank of America Merrill Lynch Don Carson - Susquehanna International Group Peter Butler - Glen Hill Investments David Begleiter - Deutsche Bank Jeffrey Zekauskas - JPMorgan P.J. Juvekar - Citi

Yes, thank you, Lisa. Good morning, everyone, and welcome.

As usual, we are making this call available to investors and the media via webcast. This call is the property of The Dow Chemical Company.

Any redistribution, retransmission or rebroadcast of this call in any form without Dow's expressed written consent is strictly prohibited. On the call with me today are, Andrew Liveris, Dow's Chairman and Chief Executive Officer, Bill Weideman, Executive Vice President and Chief Financial Officer and Dale Winger, Associate Director in Investor Relations.

Around 7 am this morning, January 31st, our earnings release went out on Business Wire, and was posted on the internet on dow.com. We have prepared slides to supplement our comments in this conference call.

These slides are posted on our website and through the link to our webcast. Now some of our comments today include statements about expectations for the future.

Those expectations involve risks and uncertainties. We cannot guarantee the accuracy of any forecast or estimates and we don't plan to provide or update any forward-looking statements during the quarter.

If you would like more information on the risks involved in forward-looking statements, please see our SEC filings. Now, additionally some of our comments will reference non-GAAP financial measures.

Reconciliation to the most directly comparable GAAP financial measure and other associated disclosures are contained in our earnings release and on our website. Now unless otherwise specified, all comparisons presented today will be on a year-over-year basis EBITDA, EBITDA margins and earnings comparisons exclude certain items.

The agenda for today's call is on slide three. I will now hand the call over to Andrew.

Thank you, Doug. Good morning, everyone.

Thank you for joining us. If you look at slide four, 2012 was a challenging year.

However, Dow controlled the controllable, implementing strong and robust cost reduction in margin improvement programs as well as reprioritization of growth projects and executed these tactical interventions with a focus of a world seasoned team. Let me, some of the highlights from the fourth quarter and the full year starting with the quarter.

Here are the headlines, earnings per share excluding certain items was $0.33, volumes stabilized as demand growth in Asia-Pacific and the Americas offset ongoing demand weakness in Western Europe. Our stringent price, volume, margin focus enabled us to deliver higher margins over raw material costs with only a slight decline in price year-over-year and an increase sequentially led by our strong Performance Plastics franchise, therefore our results were adjusted EBITDA of $1.6 billion reflecting strong results in our Performance Plastics franchise with a 430-basis point increase in margins due to robust U.S.

feedstock and energy fundamentals. I will have more to say on that in a moment.

Dow Agricultural Sciences achieved record sales levels and EBITDA in the fourth quarter. We saw significant decline in equity earnings this quarter, particularly from Dow Corning and ongoing headwinds in certain businesses particularly thermosets, where we are addressing structural disadvantages were also seen in the quarter, however and importantly, we continue to drive strong cash flow from operations delivering $1.6 billion during the quarter and more than $4 billion for the year as we had promised.

Turning to slide five, this brings us to our achievements for 2012. Dow delivered adjusted earnings per share of $1.90.

There were two key drivers. On the downside, price which declined a staggering $2.1 billion for the year with most of the impact taking place from mid-year onwards.

Note that currency accounted for nearly two-thirds of this decline. In addition, as you know, the entire industry experienced significant naphtha-based margin contraction in both, Europe and Asia and our equity earnings were down significantly for the year, largely exacerbated by industry challenges specific to Dow Corning.

On the upside, our strengthening feedstock advantage in the Americas, which includes Canada, Argentina and the United States, along with healthy market fundamentals in Agricultural Sciences, partially offset these headwinds. In fact, Dow Agricultural Sciences achieved record sales and EBITDA in the year of $6.4 billion and nearly $1 billion, respectively.

In addition, we reached significant milestones with critical, enterprise growth projects such as our investments on the U.S. Gulf Coast, and our Sadara joint venture in the Middle East.

These projects are game changers to Dow's bottom line. More after Bill reviews the quarter.

And, as stated, we clearly sustained a laser-like focus on financial fitness reducing our debt by more than $600 million, maintaining our liquidity position and achieving strong cash flow from operations. Between 2011 and 2012, we generated $8 billion in cash flow from operations, in line with our previously stated targets.

This focus on financial flexibility enabled us to deliver on our commitment to increasingly reward shareholders with a 34% increase in dividends declared. As we enter 2013, I am confident we have the right catalysts in place to deliver on our earnings growth targets.

I will have more to say about this later in the call and about our plans moving forward, but first let me turn it over to Bill for more detail on our financial and operating results.

Thank you, Andrew. Turning to slide seven, Dow posted sales of $13.9 billion, a decrease of 1% versus the same quarter last year.

Dow reported a loss of $0.61 per share, or earnings per share of $0.33 excluding certain items which is up 32% versus the fourth quarter of 2011. We had several certain items in the quarter.

We recorded a charge of $0.57 per share associated with restructuring plan that we announced in October. In addition, we took a goodwill impairment of $0.19 per share in our Formulated Systems business, reflecting a weaker outlook in wind energy.

We recorded a charge of $0.07 per share, related to the recent restructuring actions announced at Dow Corning. We recorded a charge of $0.06 per share for Sadara-related costs.

Finally, we recorded a $0.05 charge related to the early redemption of long-term debt. Now let me turn to volume trends on slide eight.

Overall, volume was flat, as a decline in Western Europe offset volume growth in both, Asia-Pacific and the Americas. In fact, we saw a 7% volume increase in North America, excluding the impact of our Feedstocks and Energy operating segment, which was down due to asset shutdowns in 2011, as well as the expiration of sales contracts related to our polypropylene divestiture last year.

Now let me turn to price trends on slide nine. Overall, prices declined $91 million, or 1% versus the fourth quarter of last year.

This modest decrease in price was more than offset by a $413 million decrease in purchased feedstock and energy costs. Our focus on pricing continues as we head into 2013, particularly given the recent increases in propylene costs.

Turning to our operating performance, margins expanded as we largely held prices in the midst of declining raw material costs. This benefit was partially offset by a significant decline in equity earnings largely driven by lower Dow Corning earnings due to unfavorable solar industry conditions and oversupply of polysilicon.

In response, Dow Corning announced restructuring plans this quarter to mitigate the rapidly deteriorating market conditions. The cost savings associated with these actions will ramp as we move through the year.

The current unfavorable conditions in the polysilicon segment are expected to continue for Dow Corning's Hemlock Semiconductor subsidiary. These conditions could worsen if trade rulings on the importation of solar grade polysilicon into China are negative.

If conditions worsen, Dow Corning will take further actions as appropriate. Now turning to our operating segments starting with Electronic and Functional Materials on slide11.

We saw modest revenue growth from Electronic Materials, driven primarily by our Semiconductor Technologies, where higher foundry utilization rates contributed to stronger demand year-over-year. In Functional Materials, revenue increased across all geographic areas as volume gains outpaced price declines.

Dow Wolff Cellulosics increased volume on strong growth from new products launches in the food sector. In Coatings and Infrastructure Solutions, Dow Coating Materials grew revenue on improving demand conditions, however lower pricing in epoxies hampered profitability.

The segment also reflects Dow Corning's lower equity earnings, as previously mentioned. Now turning to slide 12.

Agricultural Sciences reported record fourth quarter sales and EBITDA. Sales of new crop protection products grew 11% for the quarter and 19% for the full year.

Seeds, Traits and Oils also reported sales increases, driven by continued strong growth in both, North America and Latin America. Strong farmer demand fueled gains for unique technology such as SmartStax corn hybrids.

Sales in Performance Materials declined due to lower volume and prices across most geographic regions. Polyurethane sales were lower principally due to the shutdown of our TDI capacity in Brazil, and lower prices particularly in Asia, drove sales declines in propylene oxide, propylene glycol and Chlorinated Organics.

Sales in Performance Plastics were up compared with the same quarter last year, driven by improved pricing in Europe and Latin America and coupled with strong volume growth in North America. In Feedstocks and Energy, the expiration of contract sales related to the divestiture of Dow's Polypropylene business drove lower hydrocarbon sales.

Higher caustic soda prices were more than offset by lower vinyl chloride monomer sales driven by asset shutdown decisions in 2011. Now, turning now to our cost reduction and cash flow measures.

As Andrew mentioned, we have accelerated our cost reduction and cash flow measures. In 2013, reduced CapEx spending will result in incremental cash savings of $500 million, prioritized growth investments and lower discretionary spending will deliver savings of $200 million and restructuring plans we announced in 2012 will deliver incremental savings of $300 million.

All together, we plan to deliver $1.75 billion in cost and cash savings on a run rate basis by the end of 2014. Finally, we will continue to actively manage our portfolio.

In fact, we are targeting to divest up to $1 billion of non-strategic businesses over the next 12 to 24 months. Now looking forward, you can use the following assumptions for modeling purposes.

You can expect the savings from our announced cost and cash flow measures will ramp as we move through this year. We expect Performance Plastics margins will remain strong in the Americas due to our feedstock advantage.

Propylene costs are expected to increase $0.15 to $0.20 this quarter with some upside pressure. Dow Corning equity earnings will remain depressed due to weakness in the polysilicon value chain specifically in the solar industry and annual pension costs will increase $250 million to $300 million due to lower discount rates.

You can expect our global tax rate to be in the 28% to 30% range. And now I would like to turn it back over to Andrew.

Thank you, Bill. I would now like to address Dow's earnings growth trajectory and the full array of catalysts we have in place to protect that growth path.

Our commitment to grow our earnings on this trajectory is unwavering and we have the team to deliver this commitment, and during the year, we demonstrated this commitment by undertaking surgical, aggressive actions to accelerate near-term value growth. Let me show you how.

Turn to slide 17. In this current slow growth world, we recognized that we must adopt a more near-term, pragmatic approach to funding projects that preserve growth and simultaneously improve the return on capital all the while reducing risk.

To be clear, while we selectively prune, we will remain fully committed to funding efforts where Dow's differentiation is rewarded regardless of the weak macro environment, and where near-and medium-term margin growth opportunities are clear, and well within reach and expand our leadership in key franchises. Let me highlight some of those businesses and projects that are and will continue to demonstrate a higher operating return on capital, businesses where our technologies and products are winning, where we expect growth to continue and where we are investing accordingly.

Turn to slide 18, our Electronic Materials portfolio is positioned in winning areas enabling faster processes, broader displays and smaller internal components to match consumer trends. Our Agricultural Sciences business is answering the call from farmers who are escalating demands for advanced solutions to feed our growing population and seeking higher yields.

Then, of course, there's our Performance Plastics portfolio, an industry-leading franchise that is generating high returns today even in the midst of trough like conditions in Asia and Europe. In 2012 alone, our Performance Packaging business launched more than 40 new products showcasing its commitment to innovation and rapid commercialization of new material solutions.

When you couple the scale and location of our assets, Performance Plastics is uniquely positioned to fully leverage the ethylene cycle and deliver high-margin attractive, growth for years to come. In fact, we estimate this portfolio would deliver EBITDA margins above 30% and EBITDA north of $5 billion in the upcoming peak.

If you turn to slide 19, and on that note, I want to share our view of the ethylene cycle. As you know, in 2012, the industry grappled with thin-to-negative margins for naphtha-based ethylene producers in Europe and in Asia.

The dichotomy, of course, is the Americas, which have shown exceptional margin strength as wet shale gas dynamics are fundamentally changing the game for integrated North American based producers like Dow. This is clearly evidenced by operating rates in the United States and Canada being in the 90s, while Asia and Europe have been in the 70s.

We reaffirm our view that, even given modest GDP growth in North and Latin America, operating rates and margins in the Americas will rise in the near-term. In fact, before the new U.S.

Gulf Coast capacity comes online in the back half of this decade, the Americas may well become a net importer of ethylene derivatives leading to a step-change in price necessary to attract those imports. Further, as global demand outstrips supply in the next few years and world GDP gains further traction, we anticipate operating rates higher than 90% leading to substantial margin expansion, a double peak, so to speak.

On slide 20, Dow is perfectly positioned to take advantage of this change. For a start, ethane fundamentals were very strong on the U.S.

Gulf Coast as we moved into the second half of 2012 and beyond. And we have long highlighted the naphtha-to-ethane arbitrage that provides tremendous margin expansion opportunities for ethane-based producers like Dow.

Additionally, more recent industry dynamics further illuminate what differentiates Dow, and that is the unique advantage we gain from the powerful combination of current ethane as well as propane advantages on the U.S. Gulf Coast and we are especially bullish on propane.

In fact, going forward, we see structurally long propane creating a ceiling on ethane pricing, and you can be sure Dow's feedstock flexibility will allow us to continue to pivot so that we continue to take advantage of our uniquely advantaged feedstock slate and we are building on this advantage. Our actions and our investments, particularly those investments both, here in the United States as well as in the Middle East are focused on dramatically growing this advantage.

So, if you turn to slide 21, let me start with our U.S. Gulf Coast projects.

Our St. Charles cracker restarted in December hitting its end of 2012 milestone.

This new capacity cuts in half Dow's U.S. Gulf Coast ethylene purchases.

This is a major year-over-year positive for us. Our second, ethane flexibility project in Louisiana timed for 2015, also continues to move forward and will serve to completely eliminate our in-region purchases.

Just as critically, we are proactively positioning ourselves to benefit from the aforementioned abundant propane supply and thereby mitigate exposure to volatile propylene prices that affect our Thermosets and Coatings margins, especially in the U.S., through our game-changing PDH project. This project remains firmly on track and the investment is expected to add more than $450 million of EBITDA once complete and is a key strategic step in improving margin performance and dampening volatility in all of our propylene derivatives and these investments are not simply geared for margin improvements.

They also enable medium-term growth in the Americas as market conditions improve and industry operating rates rise as evidenced by our plans to build a low cost, world scale cracker in Freeport. As we have often stated, this investment will remain true to our strategy to deliver advantaged feedstocks and volume that matches the growth needs of our differentiated, downstream derivatives.

And, as we have shared previously, we will have partners for non-core ethylene derivatives for this project to achieve economies of scale. In fact, we are in the final stages of structuring a significant, strategic ethylene off-take agreement, one that is a win-win both, for us as well as the off-taker.

We will announce this deal which will help with the capital cost of the new cracker very, very shortly. In total, we expect our U.S.

Gulf Coast investments and favorable wet shale gas dynamics to deliver $2 billion in additional EBITDA by 2017. Of course, these projects bring low cost feedstocks for the Americas.

And, our huge investment in Saudi Arabia named Sadara, does the same for all of the key growth regions in the world. Turning to slide 22, this joint venture with Saudi Aramco is very well positioned to serve Asia, Central and Eastern Europe and of course the Middle East and Africa, capturing customer demand and stimulating high-margin growth for decades to come.

I visited the site last month and I saw first-hand the significant progress our teams have made. We have achieved several key project milestones.

Front-end engineering and design work is complete, product marketing agreements have been signed and project financing remains well on track we are on budget and on schedule. And by next year, the construction workforce will peak at around 60,000 people all driving toward our target to bring the initial phase online in 2015.

Taken on the whole, these are high-return projects, and will significantly strengthen Dow’s near-term and mid-term profitability. I mentioned earlier that we are managing our businesses with a laser-like focus on return on capital rigorously testing our portfolio to identify which businesses to grow, run for cash, fix or sell.

Let me turn now to two segments, where we are taking focused actions to address underperformance. Turn to slide 24, I mentioned earlier our PDH investment, which will enable Dow to benefit from abundant propane supply.

Importantly, this investment will bring less volatility and capture the benefit of what we believe is a sustainable, structural change decoupling propane from propylene. Turn to slide 25, our Performance Materials and Coatings and Infrastructure Solutions segments consume essentially all of Dow's propylene requirements and securing lower long-term, low-cost feedstocks is a critical action to improve the profitability of these segments.

In fact, we anticipate that the propylene from our on-purpose propylene investment will enable us to drive margin expansion on the order of 300 basis points in Performance Materials and 150 basis points in Coatings and Infrastructure Solutions, but this remedy we understand is medium-term and we have and will continue to take action in the near-term. Actions we have announced recently are squarely focused on improving the performance of these two segments today by shutting down high cost assets, strictly managing working capital, canceling growth projects with back-end loaded NPVs and aggressively increasing price.

In addition as Bill has stated, in December, we announced plans to divest $1 billion of non-core assets over the next 24 months. We are already moving forward on this target, evidenced by today’s divestment of the stabilizers component of our Plastic Additives business.

As well as the announcement made just last night regarding our plans to sell our 50% ownership in Nippon Unicar Company, a joint venture in our Electrical and Telecommunications business. As you think about our $1 billion divestment target moving forward, expect to see the actions centered squarely on driving improved ROC.

Let me turn to slide 26, and before I move to our outlook and priorities, I want to cover one additional, important topic, Dow's commitment to strong cash flow and our focused, clear priorities for uses of this cash. As you know, we have three and only three priorities for how we deploy cash.

Number one, paying down debt. Two, rewarding shareholders.

Our 34% increase year-over-year in dividends declares and illustrates our Board's confidence in our ability to deliver higher sustainable earnings growth over the long-term, and three investing prudently in organic growth opportunities. Of course, the K-Dow arbitration awards will also serve to accelerate our priorities for uses of cash.

As you know, the $2.16 billion Partial Award announced last summer did not include interest and costs owed to Dow. Those significant costs will be assessed in the final award.

We are now simply awaiting the release of the final award to the parties, which we expect to receive in February. This is an important, last step in the arbitration.

We have every expectation that the two awards together will total nearly $2.5 billion. As a reminder, we also have every confidence that interest will continue to accrue on the awards every day until payment is received.

And critically, this cash injection will go directly to our balance sheet, of this, you can be assured. As we've stated, and taken on the whole, Dow enters 2013 squarely focused on driving earnings growth, increasing cash flow and rewarding shareholders.

If you turn to slide 28, our current business plans do not call for any macroeconomic tailwinds in 2013, as we believe ongoing uncertainty in the global economy will continue to present challenges in what we expect will be a slow growth environment. A repeat of 2012 is what we are in fact planning for.

We expect global GDP will be nearer to 2.5% than to 2.0. And we do see decent improvement in the United States, due to improving fundamentals in key sectors such as housing, automotive and, of course, oil and gas.

The outlook in China is also growing brighter. Exports to the United States and elsewhere are regaining steam.

The output of significant local stimulation efforts have taken hold and the government is closely managing inflation, particularly of the property speculation variety. China should see solid 7% growth this year and other emerging regions, in general will continue their growth albeit at slower rates than history.

The question is, how will these positives be counter balanced by continuing challenging conditions in Europe? We see Europe as continually challenged certainly throughout 2013, and while some of all these uncertainties makes it tough to read the year right now, Dow will continue to focus on its own course and benefit from the structural cost reductions implemented in 2012 as well as our continued, strong North American feedstock advantage and the favorable dynamics driving our Agricultural Sciences business.

Therefore, as we enter and navigate 2013 you can expect to see us to take actions on every front to deliver on our earnings growth trajectory by turn to our priorities fully deploying the $2.5 billion of actions to reduce our cost structure and generate more cash. The results of which are beginning to take hold and by aggressively moving forward with our key growth catalysts.

Which are leveraging our feedstock advantage as the ethylene cycle unfolds, aggressively commercializing our near-term technology pipeline and driving key investments for long-term profitability in the U.S. Gulf Coast and the Middle East.

All of these differentiate Dow, and will continue to propel our strategy to deliver higher earnings growth and increasingly reward shareholders. The Dow team understands its priorities, which are clear and we know what needs to be done.

We are fully accountable for proactively and aggressively implementing the tough decisions required to achieve our short, medium and long-term targets and continue to accelerate value growth for our shareholders. And with that, Doug, let's go to Q&A.

Thank you, Andrew. Now we will move on to your questions.

First, however, I would like to remind you that my comments regarding forward-looking statements and non-GAAP financial measures apply to both, to the prepared remarks and the following Q&A. Lisa, would you mind going through and explain the Q&A procedure?

Just the first one with regard to the plastics business. You had some downtime last year.

You have Charles up now. How should we be thinking about potential downtime for this year?

What all of this, added in, means for volume growth in terms of what you are expecting this quarter or, excuse me, this year?

So, John, this is Andrew. It is very hard to forecast the unplanned and we just had an unplanned in Texas.

Our team did a great job of bringing that back up very quickly. But in terms of planned, Bill will give you a specific sense of it, but look, nothing like last year to answer your question.

That was an unfortunately timed downtime as you know. So we lost a lot of the run-up in the low-cost feedstock side out of Canada in particular.

But we believe our performance plastics business is on its march up. We believe that the margin expansion is based on our steady-state model here.

It shows operating rates going up. We believe that we are advantaged especially in the growth regions with our Kuwait venture as well as our Argentina business and of course the U.S.

and Canada. So, I actually think that the business is doing incredibly well.

They have got price increases out there. They have got good operating rates and with exception of unplanned, I think you can expect year-on-year growth.

Good to have that, John. We are assuming just a typical turnaround season this year.

So even in our turnaround spending actually for 2013 will be very much in line with 2012.

Okay, that’s helpful and then just one follow-up question. In electronics, we have seen the pricing continue to drag down over the last few quarters.

If you can give us some color as to what's really driving that and if there is competitive issues or its commoditization type issues or if it's just the weak demand? Maybe you can shed a little light on that?

Definitely weak demand, John. Nothing embedded in the business.

In fact, the business has got increasing investments and positive exposure to the growth side of the business which are tablets, smartphones, OLED, solid-state drives. But the slowdown in PC instead of phones and the end of year, all the people you have seen out there, whether it be Apple or anyone else, Samsung, there has been some slowness in the consumer side this last quarter and they are expected to continue into Q1.

But no, nothing about the portfolio. The portfolio has positioned itself for positive growth and positive margin expansion.

Thank you, good morning. Andrew, I was just wondering if I could ask maybe a broader question around your performance materials business and propylene derivatives businesses.

It seems like it's been quite some time since they performed up to par and I am wondering if you can assess, if is this a Dow specific issue, or is there something structurally about those end markets and businesses that just make it a tough slog? How do you compare when you benchmark?

If it weren't for just getting some low cost propylene production, is there a path to enrichment in other ways here?

Well, the fix, is it Dow specific? I don't believe so.

If you look at the two key parts of performance materials that are underperforming and have for some time to respond to you point, epoxy and then the whole polyurethane chain including isocyanides. The fixes are in place with the propylene backed integration and the isocyanides investments in Saudi Arabia.

So, low cost competitive building blocks, propylene oxide, MDI, TDI, epichlorohydrin, all those are in place for the two-year route point. In the short term, what's been going on in the last couple of years, in particular Bob, is the propylene volatility without half of our exposure being on the purchase side of this thing.

The propylene volatility mimics the old priced naphtha volatility. Frankly the disconnect between the arbitrage of Asia where the markets are growing and North American where the market hadn't been growing the way our assets are, has particularly hurt polyurethanes.

On epoxy, the Chinese just overbuilt. That plus the Taiwanese and the Koreans and its oversupplied, and frankly we took down the asset in Japan just recently.

You saw us take down the TDI asset down in South America. Slide 25 really speaks to the fact that in the very near term, in performance materials in particular, we have to intervene on high cost assets in low growth jurisdictions.

Now the one in Japan is a clear one. The one in South America, less clear, because Latin America is growing.

So how do we actually bridge over to the low cost jurisdictions in developed markets and developing markets as the investment in Saudi Arabia and the investment in the U.S. Gulf Coast that actually bridges those over.

In the meantime you can expect price action and price action may result in lost volume and lost volume may result in some more assets coming down. We are going to put a laser-like focus because we are unsatisfied, dissatisfied with the last two years of performance and it is creating headwinds that speak against the positive side of the Dow portfolio.

That's the ROC focus. We are determined to fix those two businesses and do it in the short order.

Can you help us to size the reduced propylene sales to Braskem? Is this meaningful for you from an earnings standpoint?

Not at all. It was not a great contract, and we are okay to see it go.

I wanted to chat a bit about the raw material side of things. Obviously one of the things that you have talked about is taking advantage of the low cost natural gas price regime here, ethane, in particular.

One of the trends that seems to have popped up recently via a large North American methanol producer, is that they have structured a long term natural gas price contract. Now, are you looking into such things as well?

So, Hassan, thank you for your question. So we have long said that given our large ethane buy in the United States and Canada we are the largest in North America as well as one of the two largest in the United States that we have several weapons in our arsenal to deal with the synthetic buy, the equity deals like the one announced by the methanol guy, that you talked about, or in fact just base contracts.

We predicted that ethane would go long and it went longer much faster than even we predicted. As one of my slides in the presentation talked about, we believe ethane will go even longer and as a consequence of that we can afford to be patient and structure the right deals.

The key for us is, we are unusual and that we have full access. We have pipelines now to all the key basins, short of the Conway, where everything else; Marcellus, all the ones down in Texas, the Eagle Ford, et cetera, we have full access.

And every supplier wants to do a deal with us and we can be their anchor volume. But we have been very prudent in not anchoring too much of that volume in search of the better long-term deal and getting it struck at the right time.

So, yes, that sort of deal, to answer your question, is not off the table but we are not going to strike too early until we are ready.

Fair enough. Thanks so much.

And a follow-up, if I may. On the chloralkali side of things, obviously, it seems that in Q4 the numbers were quite good, but there's obviously some capacity coming online fairly soon.

So what's your feel of the chloralkali market at least in the near-term?

Well, I think caustic is steady. You saw the aluminum producers mentioning a 7% growth rate in 2013.

That's as the macro start to recover in aerospace, et cetera. So price increases should start to take hold.

The weakness there in, obviously the other side, and PVC market is softer since 2006, but there's increasing optimism reflective of the housing rebound in the United States. So, you could start to see an ECU cycle, like we have had in the past, where both sides show good strength.

We are bringing on the Mitsui joint venture this year. That's a low cost asset.

We are taking down old assets. So net-net it's the same but it's a low cost position.

Mitsui is very excited about the U.S. Gulf Coast position.

They believe they can sell out their 50% share to market, obviously, worldwide. That's a very big statement on the low cost position.

And we believe, even for our chlorine, it will go all through our downstreams and start, to answer Bob Koort's earlier question about giving cost advantage of chlorine to epichlorohydrin and now propylene oxide down there which will start helping the profitability of epoxy and urethanes.

Yes, good morning. Andrew, I want to ask about propylene.

You have taken a lot of actions in recent years to address the position there. Can you update us on what your current long-short position is in propylene monomer?

And given the surge of $0.15 per pound in the U.S. in January, do you think you can get enough price through in the coatings and performance materials segment to manage the margins there and restore them through 2013?

Those I mean, you could build into the mix here. Bill, why don't you take that question?

The second question, and then I will have Andrew to touch on the first one. The second part of it in terms of the propylene increase.

Right, as you know propylene has gone up about $0.15 in January and projected to go up another $0.05 in February. Just for an order of magnitude, that will increase our propylene cost about between $200 million and $250 million this quarter.

That's given us a lot of momentum on prices and so we are aggressively moving prices. But we are obviously still early in the quarter to see if we can cover all of that.

As you know, our performances businesses is a little bit of a lag, but we do have a lot of pricing momentum and we are moving the prices. So, it’s a bit early to call exactly how much of that we will cover this quarter, but again it has given us up of the minimum on prices.

So one of the points you were making there is about, can we actually get ahead of the propylene guerilla as it goes through its volatility and what really hurts, to answer one of the early questions and to performance materials point as well as coatings is that lead lag, when propylene's moving quarter-to-quarter, very hard to get prudent price increases out there. Neither the paint companies nor anyone downstream in the industrial coatings area in the epoxy chain will take a price increase based on propylene going up if propylene then goes down within three months.

So that really is what is really hurting our ability to get, not just inventory management, but even propylene driven price increases to stick. What helps all of that is improving demand and improving demand is what we will see definitely in the coatings chain.

I have seen the paints companies, the ones who have announced already, they are seeing good demand. They have also started to talk about price increases in their part of the mix, their part of the chain.

Remember we are not PPG. We are not a paint company.

We are not Sherwin-Williams. Sometimes there is bad comparison done between our results and their results.

We are suppliers to them. We need them to be healthy and growing so that gets price increases, so we can get price increases.

At the moment, we feel positive about architectural coatings, in particular. Epoxy will continue to be oversupplied and frankly there needs to be capacity taken out and we believe that we have done some of it and others will do it as well.

Just a follow-up, second and final question for Bill. What is your capital expenditure budget for 2013 please?

It's a $2 billion down from $2.6 billion this year, or last year, 2012.

Good morning. Two questions.

One is just the impact of Dow Corning this year, as I look at coatings and infrastructure and adjust for your write-offs, it looks like you got over $180 million of equity income there. What's your outlook for this year?

How bad are things going to be at Dow Corning?

Yes, let me answer that. So, just to give you a little bit clarity on the change of 2012 versus 2011.

Our share of Dow Corning's equity earnings in 2011 was approximately $400 million and our share of Dow Corning's equity earnings in 2012, excluding certain items, was $179 million. So, our share of Dow Corning equity earnings declined $224 million.

So little over 50% between those 2011 and 2012, as I mentioned in my prepared comments, due to oversupply of polysilicon and then also weakening the solar market. So we have seen a substantial decline there.

Now, as I mentioned in my prepared comments, Dow Corning has taken focused actions and they announced two restructuring programs in the fourth quarter. So they are very focused on hitting us head-on and maintaining their profitability.

For the full year 2013 versus 2012, with these interventions and if we don't see any further decline in the market we believe for the full year '13 versus '12 their equity earnings will be similar in '13 versus '12, with maybe a little bit of downward pressure. So I think hopefully that answers your question.

Okay. Then, Andrew, as a follow-up, just wanted to clarify your chloralkali remarks.

So, as Freeport starts up in mid-year, you will be taking down some of your older assets like Plaquemine. Will those be shut down permanently or do you still need some chlorine out of those to meet your eventual growth needs in chlorine derivatives?

Yes, I did not make a statement on Plaquemine or doing that in Plaquemine at all. I was just talking more about lines in Freeport.

So we will have more to say later this year about what we will do around Louisiana.

Good morning. Andrew, it's nice to hear once again that we are not going to be allocating cash to M&A.

That's music to shareholders' ears. Could you give some guidance on the other cash flow numbers?

You gave the CapEx, but what are you looking for in other items, sources and uses of funds this year and next?

Peter, thanks. I will let Bill take that.

Yes, Peter. So from an overall standpoint, so you mentioned the CapEx will be coming down.

We have also got also a very much of a focus on working capital. So we will be driving at working capital down.

If you think about our overall cash from operations, as you know this year, our cash from operations was $4.1 billion. That was up from the prior year of $3.9 billion despite the fact that we had lower earnings.

So going forward in 2013, you should expect our cash from operations to be north of $4 billion due to the interventions that we are taking. And that's going to come from our working capital focus, our lower CapEx spending, our gross spending is, as I mentioned in my comments, coming down a $100 million and then also discretionary spending of $200 million.

So, we feel very confident that we are going to generate strong cash flow in 2013. That will give us the ability to continue to pay down debt, fund pension and also reward shareholders.

And Pete, I just want to ride the back of a couple things said in the script, but they are very important to the way you asked the question. So, not only no M&A, but also deployment of cash to the balance sheet.

So I have mentioned the Kuwait funds to the balance sheet, a very important statement. Second, Bill talked about divestments of $1 billion.

We are accelerating those. To Bob Koort's earlier question, you can expect to see more action in the performance materials portfolio as we drive further and increase price and look at the unutilized assets and businesses that are not performing.

Strong ROC focus, but a cash-driven ROC focus. We understand that we have huge upside on the performance plastics business and our Ag business.

So, lots of cash being generated there. We can really prune R&D spending away from the medium to long-term and home in on those underperforming businesses and then home in and fine tune the portfolio.

So, I expect deployment of cash to balance sheet and reward shareholder. That's our single biggest priority this year.

Sounds good. Could I ask on the Ag chemicals, Andrew?

How are the early orders looking? What sort of growth does that support?

Well, right now, that business, as you know, almost hit $1 billion of EBITDA last year and had frankly a record year, a record year in sales and a record year in profit. The order book is looking very strong for farm solutions, this year being launched, one of the highest in the industry.

We will do about 30% of the year's business in Q1 based on the order book, right now. So even crop protection, in advance of spring plantings in North America looks strong.

Latin America was strong. Q4 looks strong.

Q1 and so I would tell you that we are very, very bullish on our growth engine in Ag chemicals and Ag seed, traits and oils. Seed, traits and oils is now $1 billion business and actually starting to begin to turn the corner on profitability.

It's reached critical mass. Very excited about that.

Thank you. Good morning, Andrew.

Andrew, just on ethane, is this $0.25 per gallon price been a norm given long ethane and long propane going forward?

Yes, as you know, we would very love to pick a number, but pick a range. I mean, obviously you have got rejection.

On one side is the flow and then you have got the long supply that we have showed again in my presentation today and have long talked about, and we have got all the fractionators, when they are coming on line, what volumes they are going to bring and one would expect, David and it's foolhardy to forecast, but we are going to benefit from this 20-something number for few years to come. If it goes into the 30s, it will be due to aberrations, but we have always said, and back to Hassan's question, this is going to be a long ethane market for at least four or five years.

Back half of the decade will go short again as all the capacity comes online and then at the tail end of the decade it will go long again. Frankly, wet gas in the United States, wet shale gas is a game changer in terms of competitiveness of U.S.

based producers. Dow has $25 billion of its asset base in the United States that will benefit from not just the ethane side but the propane side.

The propane side puts a ceiling on the ethane side because there's no real good use of the propane other than sending it overseas, which some of it will occur, but also propane dehydro and our propane dehydro will be a game changer to fix our propylene derivatives. Two big powerful positives of that one dynamic.

And just lastly, Andrew, I know in the past propylene has spiked here. It has you’re your propylene derivative exports to Asia.

Is that occurring right now again?

A little bit, but what we have done is deliberate decisions. Our business has decided, that's why their numbers in Asia were not so good in the fourth quarter.

They have decided to keep it home because the returns are higher at home. Then on top of that they are raising prices because of the propylene point that was made earlier, plus more decent market dynamics.

As we turn the corner, Q4 to Q1, coatings and polyurethanes are seeing better U.S. market dynamics.

So price increases in those two businesses is the fix that was asked about earlier. Sustained propylene, at these levels, doesn't bother us if it stays somewhat predictable.

That's of course one of the issues that I dealt with earlier. But we are more confident on the macros than, if you like, our macro planning suggests based on the evidence we see today especially in the U.S.

and served markets and especially in China which I mentioned on TV this morning.

Hi, good morning. Can you tell me your expected pension funding for 2013 and your cash restructuring outlays that you expect for '13?

Sure, Jeff, this is Bill. So for our cash outflows and for our restructuring consistent what we communicated when we filed our 8-K in the fourth quarter is about $430 million, is the future cash flows associated with that.

On the pension funding, as you know with the pension relief act, our required contributions on the pension fund go down over the next couple of years, about an average of about $350 million to $375 million. But for planning purposes, you should assume that we will continue to fund the pension plan in 2013 at the same level we did in 2012 which is roughly $900 million.

Okay, and then secondly on slide 19, you have domestic and global ethylene operating rates. For 2012, I think the chart shows an 88% global industry operating rate with the U.S.

being at 89% but I think in your commentary, you also said that you thought Asia and Europe were in the 70s. So I was wondering if you can reconcile how the global rate can be so high in 2012 given the low rates in Asia and Europe?

So the comments in the talk, thank you Jeff, the fourth quarter was in the 70s, not the whole year. That's a short answer to your question.

So the average is what you see there on that slide. Fourth quarter, the pitch point was very high and then it started to recover as the pitch point declined and that was due to price increases in Europe, local price increases.

Lisa, there may be time for one more question there? We will make it P.J.?

So, Andrew you balance sheet remains leveraged, your net debt was up in 2012 and you announced this $1 billion of divestiture, but it seems small relative to your size. So my question is, why not monetize some of the joint ventures that are underperforming or even equate to clean up the balance sheet and pay off those preferreds?

Well, of course, you are looking at the debt-to-total capture and the pension adjustment to the restructuring where, you remember our historic range, P.J., is 35% to 45%. So even with that massive pension headwind, now that was a $2.2 billion swing in pension funded status, and other companies have got it and so we are not alone, but clearly those are big numbers for us.

To speak to your leverage, we have reduced debt by $600 million in last year. I think I was very clear on one of the other questions and even on my prepared marks.

We are driven to take that number down not because of the range being absolutely anymore, 35% to 45%, but we think in this volatile macro world that we saw in full color in the second half of this year it's better to be closer to 35% than to 45%. So we will continue to deploy excess cash to debt pay down and of course retirement of the preferreds.

We are obviously very keen to get the preferreds off the balance sheet but clearly they have to be priced. That price eventually has to make sense and we will work on that.

Your point on more divestments inclusive of what may or may not happen in key joint ventures is definitely everything's on the table, P.J., to makes sure we stay on our earnings trajectory. Everything is on the table.

We will portfolio and manage inclusive of more divestments so that we always put in place the best on our mindset of our businesses and continue to march on the earnings trajectory to $10 billion. So, I would say, anyway, to answer your question, yes.

Good, t hank you.

Well, go ahead. One follow-up, P.J.?

Yes. So I just have a quick question on your commodity footprint in Europe and what can you do there particularly with your cracker in Tarragona, Spain?

Thank you.

Yes, Tarragona is, as you quite rightly point, the only full-fledged naphtha cracker that doesn't have flexibility. Our business is working on making that more competitive and decreasing the commodity footprint.

I think no question that Europe, as I already indicated in my remarks, needs more rationalization, more margin improvement, more restructuring as time goes by, but we will manage that within our portfolio of management process. We don't have any big pay or big shoes to drop there P.J.

We know what we have to do including the point you made on Tarragona.

Good, thank you. Andrew, would you like to maybe close with a few comments.

I think P.J.' s questions were right on what I was going to say at the end, which is, look, I think we are seeing a different type of market as the year ended.

I think our portfolio and the cost restructuring that we put in place, we can count on those in 2013 as extra EBITDA. Dow's known for its operational excellence and its execution.

We will intervene as if the market isn't going to recover but if the market does recover we have tailwinds that will help us a lot and we are seeing some of those as we turn the corner on the year, especially in United States and especially in Asia and the emerging world. In fact our price increases and our volume increases in some key businesses like the ones in performance materials and performance plastics are an actual margin enhancer as we go into the year.

We lost $2 billion in price off the top line in the second half of last year and we have the Dow Corning weakness. Those are two big weights on the earnings last year that we have acted to fix and we are going to benefit from the cycle upswing and investments in feedstocks especially here in the United States and Saudi Arabia.

So I believe that the company is very focused on execution and will deliver against its earnings targets. Thank you, Doug.

Good, thank you everyone for your questions and for joining us this morning. We appreciate your interest in Dow.

For your reference a copy of the prepared comments will be posted on Dow's website later today. This concludes our call and we look forward to speaking with you again soon.

Thank you.