Gregory A. Riddle - Director, IR J.

Brian Ferguson - Chairman and CEO Curt E. Espeland - Sr.

VP and CFO Marie Wilson - Manager, IR Greg Riddle - Director of IR

Prashant Juvekar - Citigroup Frank Mitsch - BB&T Capital Markets Kevin Mccarthy - Banc of America Securities Jeffrey Zekauskas - JPMorgan Michael Judd - Greenwich Consultants Greg Goodnight - UBS

Okay. Thank you, Rufus.

And good morning, everyone and thank you very much for joining us. On the call with me today are Brian Ferguson, Chairman and CEO; Curt Espeland, Senior Vice President and Chief Financial Officer; and Marie Wilson, Manager, Investor Relations.

Before we begin, I'll cover two items. First, during this call you will hear certain forward-looking statements concerning our plans and expectations for the fourth quarter and full year 2008 and for 2009.

Actual results could differ materially from our plans and expectations. Certain factors related to future expectations are or will be detailed in the company's third quarter 2008 financial results news release, on our website, and in our filings with the Securities and Exchange Commission, including the Form 10-Q filed for the second quarter 2008 and the Form 10-Q to be filed for third quarter 2008.

Second, except when otherwise indicated, all financial measures referenced in the call will be non GAAP financial measures, such as earnings per share and operating earnings, that exclude restructuring-related items. A reconciliation to the most directly comparable GAAP financial measure and other associated disclosures, including a description of the restructuring related items, are available in our third quarter 2008 financial results news release, and the tables accompanying the news release.

With that, I will turn the call over to Brian.

Good morning and thanks for being with us on a pretty busy day in the market place. Last night we announced earnings of $1.35 per share for the third quarter 2008, which was above the $1.27 we reported in third quarter 2007.

The GAAP earnings were a few pennies lower due to restructuring related cost that Kurt will cover in his comments. Through nine months, our EPS at $4.38 is up 15% versus a year ago.

We are continuing to benefit from our unique and diverse portfolio products and all the actions we've taken over the last five years to improve our profitability. Sales revenue for the quarter increased by 8% and excluding divestitures, it was up 12%.

The increase is largely due to higher selling prices. Gross profit dollars, excluding accelerated depreciation improved slightly in the third quarter and through nine months compared with the year ago.

This improvement was despite an increase in our raw material and energy cost of approximately $225 million in the third quarter and $575 million at nine months. Operating earnings for the continuing businesses in the third quarter and through nine months are up 6% over last year.

And on the same basis, the operating margin was 11% in both the third quarter and the year-to-date, similar to the year ago period. This is in line with our goal of keeping our operating margins at or above 10%.

We've been able to achieve the improvement in our gross margin, operating earnings and EPS despite a 6% to 7% decline in North American volumes, despite high commodity prices, hurricanes, financial meltdowns and a host of other financial plagues. And we are well positioned to continue delivering solid results despite the many headwinds we face.

Moving on to the segment highlights, beginning with Fibers; our Fibers business continue to string a very strong quarters with operating earnings of $65 million. Through the first nine months operating margins are at 25% which is where we normally expect them to be.

Further full year they are on track to report operating earnings above full year 2007. One other comment on Fibers, the 9000 metric ton capacity addition in the U.K which adds about 5% to our global capacity is up and running.

And this is a very good thing because we need the material to supply our growing customer demand in Europe. Next is CASPI; CASPI came through again with a very solid third quarter at $55 million in operating earnings, despite a very difficult economic and cost environment.

Revenue was up 11%, mostly due to higher prices needed to offset much higher raw materials and energy. Volumes were down, 10% due to the divestitures of some adhesives products in the first quarter and lower volumes in the U.S and Europe.

Looking at fourth quarter, CASPI will see seasonally lower volumes and continued weakness in North America and Europe. But they should be able to hold up pretty well given their diverse mix of businesses.

Performance Chemicals and Intermediates is next and they reported another very solid quarter. Operating earnings were $65 million.

Sales revenue, excluding contract ethylene sales increased by 19%, primarily due to higher selling prices needed to offset higher energy and raw [ph]. Looking at the fourth quarter, it's normal for their operating earnings to decline sequentially.

And we expect that will occur this year, due to seasonality in their volume and continued volatility. Turning next to Specialty Plastics; sales revenue in the third quarter increased by 17% year-over-year.

Volume was up 8% as we benefited from continued copolyester growth and growth for cellulose esters used in LCD screens. Operating earnings for Specialty Plastics were down year-over-year, primarily due to higher raw material energy cost, particularly paraxylene which peaked at an all time record high in July.

Looking to the fourth quarter, we expect the results to carry the overhang of high raw material cost in our inventories, and we will see some softer volumes as well. Turning now to the Performance Polymer segment; in the third quarter we remain profitable even in a very difficult business climate.

Volumes declined 12% as a result of consumers buying fewer soft drinks and water bottles using less resin. Aggressive customer de-stocking of inventory has also occurred due to the sluggish economy.

However, we continue to benefit from the numerous actions we have taken over the last two years to improve the profitability of this business. The one remaining key milestone for improving profitability in PET is the deep bottleneck of the IntegRex facility which is underway now.

The cost of this will have an impact on fourth quarter results for this segment in addition to continued challenging market conditions. Now looking at regional performance, we continued in the third quarter to have about 60% of our revenue in North America and about 40% outside of North America.

Despite the decline in volume during the quarter the percent of our earrings in North America increased to 55% from the previous 50%. Looking at the each of the regions beginning with North America sales revenue increased 10% as higher selling prices more than offset a decline in volume of 6%.

Operating earnings improved year-over-year particularly in the PCI segment. Asia-Pacific revenue increased by 19% due to higher selling prices.

Sales volume was flat as increases in Fibers, Specialty, Plastics and CASPI were offset by a decline in PCI. PCI experienced a downtime at our Singapore facility in this quarter due the inability to get raw material from a major supplier.

Operating earnings in Asia increased, particularly in Fibers and Specialty Plastics, partially offset by a decline in PCI. In Europe, revenue increased by 7%, due to the continued strong euro versus the dollar and higher selling prices.

Operating earnings declined slightly in all segments except for Performance Polymers. And lastly excluding divested PET product lines in Latin America, Latin America revenue increased by 14% primarily due to higher selling prices.

Now looking at our fourth quarter, we continue to benefit from our global geographic profile, diverse product portfolio and solid financial position. But we're also confronting like many others, continued economic weakness in North America and Europe and slowing growth in Asia.

As we expect... and we expect volatility in our raw material and energy cost to continue.

Given these conditions, we expect fourth quarter 2008 earnings per share from continuing operations, excluding items related to strategic action to be near the low end of the current range of analyst's estimates on first call which is $0.90 per share. I'll conclude with a few remarks about corporate strategy and the economic environment we see Starting with an update on our industrial gasification project in Beaumont, Texas, it may be counter intuitive to say this but we think that the overall attractiveness of this project is actually set to improve as world events play out.

We believe the long term spread between solid and liquid hydrocarbons that we are exploiting remains solid. We've made very good progress on contracts for inputs and outputs and now we see that for the first time the capital cost environment is starting to move in our favor.

I'd like to think that we were smart or may be we were just lucky in how things have progressed. We took an early peek at the capital estimate mid way through the front-end engineering and design or FEED process, not surprising to any one the cost was high, but we could also see that the edges of the capital and material bubble were starting to fray a bit.

So we chose to slow down our activities and do some more homework on profit simplification and optimization. As a result, two good things are now happening.

One, we have a better design. And two, we firmly believe that capital cost will come down and improve the financial outlook for this project further.

The changes we've made have caused of course some leeward in our FEED process, which we now expect to complete in the middle of 2009. This also provides some time for the banks to get settled down again before we seek financing for the project.

So bottom-line, we still believe we have a unique opportunity to create value in this project, very similar to value of coal has brought to the rest of our portfolio historically. We just have to keep plowing ahead and continue to make smart decisions.

The next update we'll give you on this project will be at our Investor Day in February 2009. Lastly, given that everyone believes that we are in a recession or soon will be, I am going to take a minute to describe why we're better positioned today to withstand challenging economic conditions compared with earlier this decade.

First, we have a very much improved product portfolio than the last recession, after we have sold polyethylene, fine chemicals, several PET plants and a host of other actions. We have a significantly upgraded product mix.

Going into this recession, we have about 10,000 employees, compared to more than 15,000 last time. And today we are closely managing all discretionary costs across the company.

What makes this cycle different from some cycles for Eastman is that we are not seeing major capacity being added in most of our product lines. For our propylene derivatives, acetyl derivatives and other major product lines, the recession issue for us is lower volume demand due to economic conditions, not large capacity additions as we had in prior recessions.

We don't have significant ethylene exposure now that we have divested polyethylene and are shutting down crackers. We don't have significant acetic acid exposure.

We are mostly taking our acid yields to higher value derivatives like Acetate tow. We're also unique because of the durability of the earnings we derive from coal.

Although the spread between coal and natural gas has recently contracted, we generated solid earnings in this third quarter with that condition. We have generated solid earnings in periods when the spread is similar to what it now and we expect that the spread will get wider going forward.

Acetate tow in our Fiber segment is a product that benefits from using coal as raw material. Remember this business usually contributes about 35% to 40% of our operating earnings in a typical year.

Global operating rates for Acetate tow are expected to remain at very high levels and there will be 2% to 3% global growth next year. We remain confident that the Fibers segment will deliver 20% to 25% of operating margins as we have said many times.

Looking next at our Performance Chemicals and Intermediates segment; remember about 25% of the volume and roughly 50% of the earnings in this segment are from products derived from coal, which again we would expect to remain solid. For propylene derivatives that we make in PCI, we are a relatively small user compared to derivatives like polypropylene.

And as I mentioned earlier, we aren't seeing significant capacity additions in our propylene derivatives. We've also taken a number of actions to improve this business, including shutting down one cracker and we have the option to shutdown others in the future.

Implementing long term contracts with key customers and divesting our fine chemical business. As a result, we remain confident that this segment will continue to deliver 5% to 10% operating margins.

Next is CASPI where we have also taken a number of actions to improve results compared to the prior recession. Remember in 2004, we completed the divestiture of underperforming businesses that in the previous year had revenue of approximately $700 million but operating losses of $80 million.

And since then we have also taken a number of actions to improve our resins businesses such as the expansion of resins in Europe. And despite a challenging economic climate, our Coating Specialties product lines have to continue to delivered solid results.

We therefore expect this business to deliver operating margins in the 15% to 20% range. Turning next to the improvement we expect in our Performance Polymers and Specialty Plastics.

The PET turnaround is based on actions we have taken to reduce costs. We have shutdown 400,000 metric tons of higher cost conventional capacity.

We have rebalanced our intermediates to achieve lower costs. We have removed $30 million in annual cost from soft lines of sight [ph] and as I mentioned earlier we have one key milestone left to bottlenecking our low cost IntegRex facility, which we began a few weeks ago.

Certainly, the recession will impact our results but we expect PET volume in North America to grow in low single-digit next year. And in that kind of environment, given all the actions we've taken, we expect to improve operating results by $100 to $125 million in this segment next year compared with our 2007 operating loss of $53 million.

In Specialty Plastics, the improvement is driven by a combination of actions we've taken to reduce cost and at higher volumes from differentiated products. We have talked to you before about our new track [ph] copolyester which is Bisphenol A3 [ph] and has a high temperature resistance among many differentiating product qualities.

We're on track to have a new facility online in early 2010. We have also talked to you about our sale of esters going into LCD screens.

We continue to feel very good about the long-term prospects for this business. But in the near term growth rates will be low to flat.

And certainly a severe recession will make it more difficult to achieve the volume growth goals we have for our copolyester product lines. As result we see Specialty Plastics operating earnings closer to 2007 levels in the mid $60 million range next year with the growth in volume and earnings coming when the secondary economy rebounds later.

When I sum up all of this, the bottom line is that we are well positioned to whether an economic downturn and deliver very solid results next year. With that I will turn it over to Curt.

Good morning, everyone. And thank you, Brain.

I have been in this seat coming on two months now and given the continued turmoil in the marketplace, it is truly an interesting time. But I feel good about the prospects of Eastman Chemical and as CFO I still sleep very well at night.

Let me share a couple of reasons why? First, Eastman has a strong balance sheet, as our underlying business and financial strategies have served us well.

Our balance sheet fundamentals are indicatives of the strong BBB credit rating that we have had quite some time now, and that feels pretty good. Second, Eastman has sufficient liquidity to meet foreseeable cash flow requirements.

At the end of third quarter we had $337 million of cash and equivalents. We have available to us a non-drawn committed $700 million revolving credit facility with substantially all of it available well into 2013.

And we have no material debt maturities until 2012. Third, our portfolio of businesses provides a healthy platform to generate sustainable cash flows.

Over the past three years we have generated on average over 700 million of cash from operations and we are on a path to repeat this performance in 2008. And lastly, Eastman has and will continue to be well disciplined with the use of cash.

All these factors combined, put Eastman in a good place to mange through the current credit and economic environment. This is further evidenced by our performance in third quarter.

So let me cover some more of the specifics for the quarter. Regarding cash flows; our cash generated from operations in the third quarter increased to $214 million, totaling $293 million for the first nine months.

This compares to $411 million generated in the first nine months of 2007. As the primary source of cash flow, operating earnings remain solid in the third quarter.

The relative change year-over-year can be attributed to an increase in inventory, due to higher underlying raw material costs, and certain inventory builds in preparation for plant shutdowns in the fourth quarter, as well as a decrease in some payables. In fourth quarter, we expect to generate strong cash flows from operations, including a reduction in working capital.

This is a normal seasonal pattern for us and we have taken actions such that this pattern will hold in the current economic environment. Our priorities for uses of cash: First, we continue to pay a regular dividend as we have for the last 59 quarters since we've been a public company.

And our current dividend is yielding nearly 5%. Next, we maintain a disciplined approach to funding targeted growth initiatives.

Our capital expenditures were $153 million in third quarter 2008 totaling $431 million for the first nine months. This compares to $346 million in the first nine months of 2007.

We will selectively fund our growth initiatives recognizing we need to balance, the expected benefits of such initiatives relative to the timing of the underlying market opportunity. In addition, as Brian discussed, we have slowed capital investment inline with the adjusted timeline for our Beaumont gasification initiative.

While capital spending will be lower than previous expectations, capital expenditures are expected to be between $625 million and $650 million for the year. We continued construction on the Eastman Tritan copolyester facility.

We look forward to this additional commercial capacity coming online in early 2010. The low cost to bottleneck of our IntegRex facility in South Carolina is under way.

This bottleneck will add an additional 50% of IntegRex capacity. We have converted 50,000 metric tons of PET capacity to copolyesters at our South Carolina facility.

And we have just completed the expansion of our UK acetate tow facility. Lastly, we were active with our share repurchase program under the $700 million authorization of September 2007.

During the third quarter we bought back an additional $231 million of outstanding shares. Through the first nine months we have purchased $501 million of outstanding shares, leaving a $117 million remaining under authorization.

That brings me to net debt, which is defined as total borrowings less cash and equivalents. We have been reducing our net debt significantly over the past several years.

And we ended the quarter with net debt of $1.1 billion. The year-over-year increase in net debt is primarily due to a lower cash balance, driven by share repurchases and increased capital spending as I just reviewed.

Even with the increase our net debt to total capital remains at a good place at 35%. Moving to interest expense, our net interest expense was $19 million for the third quarter of 2008 and $53 million in the first nine months.

Slightly higher than the same period in 2007, as lower interest income on our lower invested cash balances was partially offset by lower interest costs. We continue to expect net interest expense to increase slightly for full year 2008 compared with 2007 for the same reason.

Other expense during the quarter of 2008 was negatively impacted by earnings by $7 million primarily related to foreign exchange losses as the dollar strengthened. Similarly, the year-over-year change is primarily related to the impact of those losses compared with gains in 2007 when the dollar weakened.

Moving to taxes; our third quarter 2008 effective tax rate for continuing operations was 33%. As the reduced capital spending on the Texas gasification project, mentioned earlier resulted in lower expected investment tax credits for the year.

In the fourth quarter we do expect to benefit from the R&D tax credit that was recently passed into law and that should reduce the rate to a bit below 30% in the fourth quarter. Putting this all together, our tax rate for full year 2008 on a continuing operations basis should still be around 30% for the year.

Wrapping up, let me mention a few minor restructuring events in the third quarter of 2008 that totaled approximately $0.02 per share. We recognized asset impairments and restructuring charges of $2 million related to previous divestitures and the transformation of the PET assets in South Carolina.

And we recognized $3 million in accelerated depreciation costs related to previously announced actions including cracker shutdowns at Longview and the transformation of our PET assets in South Carolina. Lastly, we expect to recognize the last of these accelerated depreciation costs of $2 million in the fourth quarter.

With that, I'll turn it back over to Greg.

Okay. Thanks Curt.

Rufus, we are now ready for questions. Question And Answer

Good morning guys.

Good morning.

Good morning.

I have a question on performance plastics and PET. Your guidance would imply that in '09 you would make over $50 million in operating earnings, roughly somewhere in that ballpark.

You made $1 million this quarter. And I understand the guidance was put forward a year ago but the world has changed in the last one year.

So how do you go from making $1 million this quarter to more than $50 million next year?

Now P. J., we anguished over this many times, I have spent hours on the waterfalls, a waterfall charge that'll take us from this year to next year.

It's a combination of volume and lower costs that kick in. I mean this year we had a lot of costs relative to off class material, early in the year because the IntegRex plant was starting up and had issues.

We've had expenses related to the expansion that we are doing that are not all capitalized. We had to shut down cost [ph] this quarter.

And we have all the issues that came along with taking up 400,000 tons of old capacity, putting in new. All those things laid on the P&L for this business.

Next year all that is off the deck. And so you can bet that when I choose to walk the plank on a statement like this, I've given it some thought.

And we have chewed on this quite a bit. We stand by the statement.

Well, I know you are a thoughtful guy, but can you just give us some idea of how much was that expensed this year?

Probably more than $20 million, more than probably $20 million to $30 million on the expense related items. And then maybe you throw in shutdowns stuff and other things that are going on this, I mean this is a bunch [ph] of expense.

And the additional IntegRex capacity.

And of course don't forget the leverage of additional IntegRex capacity as well being a piece of this. You are switching lower cost plants for expensive plants that you were selling this year and you get more out of the lower cost plants.

Right.

nd I guess the other thing as we were saying for sometime. This is a perennially over supplied market.

It's not like there is some kind of capacity cycle going on this is the market that's 50% oversupplied pretty much every day of your life. So it is not like the margins are going to move a whole lot compared to this year

And then one quick question about PCI. I mean you done a good job of restructuring, CASPI shutting down ethylene plans.

The one thing that has not changed in your portfolio is PCI, which is your most cyclical business?

Well I say, I would say that has changed. PCI of course, we sold the fine chemicals business which was a big weight on that, we have changed the contracting.

We are less dependent on manufacture developments. And what's not so apparent to you is the upgrading of product mix.

And the just a general comment PJ for the whole company; if you look at our volume right now and you compare this volume to something several years ago, the company's volume really hasn't changed. And yes, we have gone from $1 per share EPS up to $5 plus share EPS, how's that even possible?

All across the company we have upgraded mix. We sold think like polyethylene and PET and low value added CASPI lines and we have added higher value added things.

That has gone on in PCI as well. And that's part of the story.

So, this acetyl price is declining in China. It's not much of a worry for you?

No, we are very different from Celenese [ph] these or a BP. We have the vast majority of our acetyl are heading into things like filter tow and CAB, they go into coating specialties and number of...

all the products that have A's in them for us. CTA going into LCD screens, CAB is going into coating specialties, acetate tow, see if we can have that derivative.

We have a little marginal amount of the acetic acid. We make to keep the balance working so that we have a little bit of supply for that.

But we are a very different animal than either a BPO or Celanese [ph] in that respect.

Thank you.

Good morning folks.

Hi.

Hey, Brian. You briefly touched on some downtime in Singapore in the third quarter and obviously the PET conversion in the fourth quarter.

Can you size the various downtimes for the third quarter in aggregate? And what your expectation is in terms of the cost for the fourth quarter?

The Singapore outage had which had very little impact from an earnings standpoint. We did point out the volume issue to you it and have a little bit impact on their volume, but not so much on the earnings side.

And we've even exercised the fourth quarter. People ask the question whether the fourth quarter for PET be worse than it was last year.

No, it going to be a lot better than it was last year. But we've contemplated the impact of PET in the fourth quarter guidance we gave you.

So, that's part of the reason for $0.90 instead of a better number. But I really don't want to size it for you beyond that.

That's one of the other things that's going to away next year, that's not going to be in the numbers.

Okay, fine. You also commented with respect to the fourth quarter, volatile loss.

And obviously you've been dealing with high raw materials throughout the year. But it looks it's heading in you favor now, is that not correct?

Absolutely, we have this ability to climb in both directions. We can buy climb up and climb up but it goes down.

But winding when it goes up, it' because your cost are growing up. But winding when it goes down is that customer's, especially in the fourth quarter the end of the people order less because they're de-stocking.

If you also have prices falling they're waiting for that bottom to happen in the pricing so that they don't buy more expensive materials. So, they hold their best choice to order, waiting for prices to fall further.

And then, if you go into economic recession on top of that they don't know what their volumes are going to be. So they have a third reason not to order.

So, the volumes... the volume risk is what you worry about on down volatility.

Because people just go to the last minute. And that's what we mean when we say volatility in the first quarter.

This is all going to play in your favor when you get to the first obviously, part of our optimism about next year. But it's something to whine about now.

I appreciate your ken [ph] on winding that's rare in this industry. Lastly, you obviously took advantage of the falling stock price during the third quarter in terms of the share buyback.

Curt mentioned you have a 117 million less on the current authorization obviously. The credit markets economic concerns et cetera have taken the stock down further.

What's your expectation in terms of when you want to finish that program and potentially reauthorizing other one?

Frank, this is Curt. I will go ahead and answer that.

As I mentioned we did generate good strong cash flows than we could. We have sufficient liquidity.

We have been looking at their program and as it relates to our overall priorities for cash, just recognize that in the current market place there is a premium on cash as its stands today. But, our three priorities that we've had continue to be to pay our dividend to fund these growth initiatives that I think are going to create good value for our shareholders and we will continue to look at share repurchase programs.

And as these things unfold, we will continue to decide how active we'll be in this quarter and we'll continue to follow that path.

That's terrific. I feel like I am a moderator at a debate asking a question not getting that...

not getting the clearance, but I understand where you are coming from.

Frank, we have never given that... we have never given a straight answer to that question, you know why.

I mean, what you heard in the answer, we didn't change our posture; we're going to do what make sense and will tell you later.

Terrific. Thank you very much.

Yes, good morning.

Hi, Kevin.

Brian, with regard to the industrial gasification project, can you update us on what you are seeing there in terms of capital cost relative to your old forecast, which I believe was 1.6 billion and also the new timeline there?

Yes, the 1.6 billion is a really old number. If we had the 1.6 billion we would be ecstatic.

There was some significant acceleration that happened between the 1.6 and the time we picked that this summer. Yet, we are moving back down into numbers that are more reasonable.

I really hesitate to say because we're still midway through. But, it is the kind of the numbers that generate very healthy, un-levered returns.

So, we are optimistic about how that's going to turn out.

Timeline.

The timeline questions, what we have indicated to you is, we thought we would get done with the feed process to this month and I would be reporting to you on how did it turn out. Because we decided I think wisely to pause, we probably don't get down with that process till the middle of next year.

So that kicks everything out a good six to nine months at least. It kicks the feed out a good nine months, what we are seeing in construction environment is that we may get faster lead times when do pull the trigger, may be able to go a little quicker just because it looks like everything is going to start to slow down.

We are encouraged by the very rapidly falling prices of commodities like steel and stainless steel and we hear a lot of anecdotal data about projects starting to slow down. So, that could not only reduce our costs but speed our time to construction.

Just a follow up on that, energy, at least crude oil and nat gas are roughly half of where they were in early July. As I recall you were very comfortable with the economics at $45 oil, $5 to $6 gas, is that still the case?

Yes, when we look at the spreads that we see today or the spreads that we see going into... especially spreads we see going into the future when we're not in the middle of a worldwide recession, we feel very good about the structural viability of it.

We debated whether we should you a chart showing you the long term history of this and decided that it was more trouble than it was worth to try show you that right now. But the history says that there is a structural widening of the relationship between coal and natural gas.

And we remain confident, that is there every external data we can accumulate tells us that, that is going to happen. So we do feel good about that.

Yes, I want to ask you about Specialty Plastics as well. Obviously there has been margin compression there, you alluded to the paraxylene cost pressure issue.

I was wondering, are you seeing any creeping commoditization in the copolyester business and what you are seeing on the other side as it relates to cellulose esters for LCDs?

Yes, good question. Every plastic goes through a period of being very, very special and then it commoditizes.

I can remember a time when we, the first days of PET people dared to use the word specialty when they were describing PET. It didn't take very long for that world to change.

We've always had a continuum in this business and in every plastics business you have this continuum. You face the challenge of constantly reinventing your business and that's what you see us doing with Tritan and LCDS's.

Those continue... Tritan and LCD's continue to be excellent leading edge high margin kind of businesses.

Do we think a modernization of the copolyester is happening? Sure and we will continue to reposition all the time and you have to change your game plan.

You have to remember how you have to play in that kind of a world as opposed to a super special world. You see some of that going on right now.

I remind you that we are not the only guys going through this. If you look at the polycarbonate guys or you look at the acrylic guys, they are getting hit and faced with the same exact issues, that's the world where we're competing.

So, it's a rough playing field that we are playing in. We still have good confidence that we have enough differentiation to play well.

And finally for Curt, any thoughts on pension expense for next year?

Pension expense we are evaluating this quarter overall pensions will look at the end of the year. As you know, pension funds across the U.S.

are been affected by the market conditions. We did start that year fully funded.

So, that's a good place to start with. And we're continuing to look at this all projects.

The last time I looked at pension funding status at the end of third quarter. We're in pretty good shape in the sense that we didn't see a picture where we would be required to significantly fund next year.

So, that's kind of some of the dynamics we are looking at and as we get towards the end of January we will have more ability to be specific on that.

Thank you very much.

Hi, good morning.

Good morning.

I want to start by asking about the investment tax credit for the quarter. Was there and benefit from that?

Yes, if you look at the tax rate you see the tax rate, it went from the normal expected full year 30% to 33%. And plus inside of that, you can tell that was not a benefit.

Not that it with the other way.

With the other way and that was a result of the through up of our full year outlook for the capital spending related to the gasification.

When we slow down we have to give some back.

So how much did you give? What would your tax rate have been, you're tax dollars excluding the credit in the quarter.

I'd say it would have been more close to the 30% for the year.

Okay. Maybe I can follow up on that.

Brian, so many things have happened, in terms of the volatility of raw materials and the cost of construction for the plant that you may have put up in Beaumont. What would be the data points that would lead you to not put up that plant?

The principal value proposition is the spread and arbitrage between two raw materials. If we believe that that was going to evaporate or it rebuild [ph] sufficiently that would be the most dramatic thing.

Pretty much everything else, we can fund our way through. But that is the fundamental thing that everybody has to watch.

And since nobody can really forecast energy prices, you end up signing up for a belief system on that at the end of the day. So, we test our beliefs very, very carefully but that's despite the direct answer to your question.

So the idea is that you have some ideas about natural gas being sustainably, I don't know about $6 in the US?

It goes back to the marginal cost of generating, we don't try to do anything on a market basis because we don't know where markets are going to be. We've been trying to look at the marginal cost of production.

And you have two choices of providing the marginal volume for the natural gas in North America. You can either drill it out or you can bring it in as LNG.

Now we know that LNG is landing all across the world at much higher numbers than domestic gas. It's $10 to $12; I don't know where it is today.

But it's been a lot higher than what we were seeing domestically. So then we turned to what is the marginal cost of producing in North America for the next incremental gas, that gives us some number.

We also look at the long term of... the long-term situation of the kinds of coal and petrol [ph] that we use and that gives us some number.

And we work after that kind of analysis.

Okay. In terms of the PET business in the fourth quarter, I take that the raw materials are falling at a very rapid rate, but prices are also falling.

Can you give us a sense for the fourth quarter of whether things are occurring to our benefit or to your detriment? As there is so much raw material change?

Actually, what gives sometime starts for you to see with all the moving parts is the PET guys have done a super job of matching those two together. They have modified their pricing behavior and they have worked well enough for their customers, that throughout this year they have done a great job matching those two.

So that it didn't get as much ahead or much behind. And we expect them to continue that in the fourth quarter.

So, they are not going to get some kind of a giant windfall from raws falling faster than prices, nor they are going to get hurt the other way.

Seasonal volumes and there is other trends and volumes as well?

Well, our volumes are always up in the fourth quarter but you are asking us spread question. The spread I think is not necessarily being helped or hurt.

Order of magnitude; how much do you expect to spend for capital expenditures next year?

This is Curt. We are still formulating our overall plans for next year and we'll have a good answer at the end of July, end of January.

Around time because we haven't talked to our Board about this. But the answer is obviously going to be less than this year I think.

Less than this year. Did you earlier in the call give an outlook for PCI for next year?

Say that again.

Did you give an outlook for the PCI business next year for 2009?

Not... I mean what we've done in all other businesses is we reaffirmed the five point ranges on operating margins that we've had out there for ever.

So we... for PCI, we said they are going to stay inside five to 10.

They are sitting at the top right now at the 10 right now. Now, this is October.

My traditional time and probably my most sensible time for giving the outlook is at the end of January not the end of October. So, all we've done this time is we would tell you that we have seen recessions before.

We've seen bad ones; we've seen mild ones, we see a bad one coming. We've looked at them at their operating ranges we gave you for all the businesses in the past.

And we still believe that those bound, those brackets, those book ends that we give you for the businesses still hold up. And that's as specific as I'm willing to go until we have another look three months from now.

And then lastly, when you think about the merger of Dow and Rohm & Hass, now, of course, Dow in some of the business that you are in Caspian and Rohm &Hass is not. Does this merger in anyway accrue to your benefit or detriment or are you indifferent to it?

Actually, it's somewhere between indifference and positive actually. They are probably more positive than negatives at the end of the day.

And I won't, I can't go into that. But the...

Why can't you go into it? How we're going to know it's positive or negative?

Just have to watch, but this will be... there are some...

actually, no I don't like going to it. There is...

its more positive than negative.

Are you interested in the acrylic assets?

Hey Jeff, can we make that your last question?

Yes. That's my last one.

The acrylic assets, this... let me summarize by saying we have looked at a number of acquisition targets.

And frankly all of the deals that we see being done or the deals that could come to us look expensive and don't fit well strategically. And that's a general statement across the board right now.

Okay. Thank you very much for your patience.

Yes, good morning.

Good morning.

Couple of questions, do you have the off balance sheet financing right now, any debt?

We do not any off balance sheet debt. We do have normal leases that you would expect a company like Eastman to have.

And what's the nominal amount of that? Is it couple of million or so or...

We haven't put that information out there. We'll have to come back to you on that.

Okay. And then just secondly, in the other category you mentioned in September quarter, there is a foreign exchange impact.

I just wonder if you could provide any sort of update as to... let's just say you...

I mean since the foreign exchange markets are extremely volatile even this morning. But, if you will say look at the euro or yen type of exchange rates versus the dollar today, what would you expect the magnitude of the impact to be in the fourth quarter?

I think a couple of things to respond. First, our primary exposure as we look at our export business is primarily with the euro.

So that's the thing we pay the most attention to. As it relates to the recent volatility and the strengthening of the dollar, that is what you saw in the third quarter and that is...

we've looked at that and have built that into the fourth quarter expectations. We do have an active hedging program that helps us mitigate some of that volatility.

So as I look at the next remaining quarter, to me is not a key determinant of our profitability into the fourth quarter.

Well, is it reasonable to say that you take that minus seven and you multiply it by two or three or...?

No, I would not say that, I would say kind of... the volatility you saw in the third quarter and the impact that you saw in the third quarter was probably similar to what you are going to see in the fourth quarter.

Okay. And then, just lastly on the M&A front here, given that your net debt to total capital is relatively high here, is it fair to say that even though you guys have been buying back your shares, would you think that share buybacks would be more attractive than acquisitions at this point?

As I said, we haven't seen an acquisition that looks attractive and you've seen us buying back shares instead, so that has been the bias so far. I'm not going to...

the world's changing we'll take a look and see what the world tells us this year as time unfolds. But that's what we've been in the past.

Thanks for the help.

Good morning, gentlemen.

Good morning, Greg.

Air products this week announced a hydrogen plan as you may know that is expected to come on stream March 2010. And their press release says this is the third plant since 2006.

What I am trying to understand is how does hydrogen capacity demand... what is the projection and how does your project bid in terms of say satisfying demand growth.

Is your project a half year demand growth two years, three years, I am just trying to size the market up and how your project fits into that?

First, I want to remind you that there continues to be an incredible demand for hydrogen in the Gulf Coast and that will be going on for sometime with the crude that they have the deal with down there. With that said that Baton Rouge project that Air products announced will feed their Louisiana network and our Beaumont project feeds their West Gulf Coast network.

The two networks are not connected so there is really no impact on our projects that where we're going. In terms of the size of our project, I know it's a significant fraction of your products capacity I am not sure I know the number, but it would be relative to the growth demand for the entire hydrogen market.

We'd have to come back to you on that, but it's a big, it's not some kind of modest expansion, it's a pretty big one.

The good number I gave 650 million spend a cubic foot per day seem to be considerable larger than your projects. So, it would seem to me your project is not such a large piece of the demand growth, it wouldn't digestable by the market.

I fully support you comment, we do not have any angst about being able to place hydrogen in the market place if that's where you are going with the question.

Yes, the second thing is I know you still working through your contracts with your customers. I was wondering, why can't you structure your contract to say lock in this arbitrage, have your pricing index to your basic cost structure?

I mean, isn't this something that the gas companies typically do?

Gregg, you are right on the money. And so, what you're describing is sort of what Air Products does to everybody else, right?

Yes.

And that's exactly the design, I mean if you think about our approach to using secured financing for this project, going for project financing, that's exactly the kind of contract you need to bring to seek the financing. So, that is the plan.

Okay. What is your thinking in terms of the probability of you executing this project, just in rough terms, is it more than likely, is it almost certain, is it...?

I'm feeling I'm in the more likely category. If you just look around to what's happening in the world right now.

You see a growing interest in methanol to olefins as an example. You see methanol people...

I think Consol was on the television yesterday talking about how they wish they could go after a coal to diesel program. But I guess their limitation maybe more in the financing area for the time being.

Everybody is discovering that this is a great resource, and they don't know exactly how to deal with some of the green house gas issues. Stopping some people we have an answer for that with this project which means we get to go ahead.

I'm feeling bullish on it, I like the... I very much like the idea that we have acted smartly here to slow our pace so that the world can move toward us a little bit here.

And I... that gives me more encouragement than overtime the overall value creation that's going to come along with this project is actually rising as we pause a little bit.

So, what a lousy time, there is economic chaos all around us and I'm sounding like I'm enthusiastic about a big project. We are going to take our time, pace this well and when the time is right we think we are going to have a very good project.

Okay lastly your February temp investor day, I assume is still on. Will you be able to give us significantly more details about this project at that point?

That's the plan. We don't want to ruin the surprise very soon.

Okay, thank you very much gentlemen.

Thanks, you say you don't have any off balancing tip but you had securitized receivables. In June I think it was $200 million so are you saying you paid those off?

No Andy I actually took a note after that question you are correct; we do have a $200 million securitization program on top of our leasing.

It's $200 million.

Yes,the securitization program on top of our leasing.

But it's not drawn.

It's drawn at the end of the quarter. It's included in the cash closure [ph] numbers that I gave you.

Okay so its $200 million end of September.

Yes.

And the cash flow that you gave is... you said 700 million operating cash flow for the last two years and you expect to do that again in 2008.

But the first nine months was $293 million. So that means in the fourth quarter you are going to have $400 million plus of operating cash flow, is that correct?

That is our expectation and we are working hard towards that goal.

It's not that unusual either Andy.

Alright okay, and then the, now you said that the capital spending was slowed. So would be 625 to 650, but I only have it at 620 in the first place.

So I don't know how much slower that is?

Well, Just keep in mind Andy, as we talk about looking into the quarter as well next year, lot of capital projects were already underway. So as you start making some of those decisions to slow projects and match similar things we talked about.

You can't see that effect immediately in the fourth quarter. Some of that spend is seeing some slowing in our gasification project work as well.

But we've said in the past over $600 million I wanted to give you more specifics now given the outlook that we have.

And your right, I mean, we just pulled the trigger on this. So there is...

what we're talking about more is upcoming CapEx. We were on a pace to spend the bulk of which is pending this year.

So there was only so much we could do to pull it down this year.

Okay. Thanks.

I think it's great that you are playing by whole of [ph] stock. And I have spent a proponent of the Beaumont project for a long time.

But I mean in the world we're in right now, It seems like relative to Beaumont not necessarily compared to buying your own stock, but it seems like, I think you stated four time EBITDA. And so I guess if I was in your shoes today, I'd be thinking about making a take over bid for somebody doesn't necessarily has to be friendly either.

Because today that might be a lot of lower risk, lower risk than the doing Beaumont. And then you could create as much if not more value just by paying the debt down over few years.

Like if you were to buy Celanese I mean I think that will be a great deal. But you probably got other companies in mind.

And it doesn't have to be friendly, I mean, you could go ahead with fertilizer [ph].

Yes Andy, what you're saying only if the worlds changing, and ought to keep our eyes open to all the choices. And I say yes, we should keep our eyes open to all the choices.

And some other times that you described as example the one that you just described I think we would have so many anti-trust problems it wouldn't be possible. But the idea which you are saying is exactly right, keep your eyes open and go for the highest value creation.

And don't [ph] with a project and that's exactly right we are not going to do that.

Okay, thank you.

We make the next question last one please.

Great that worked out perfectly. Thanks again for joining us this morning.

A replay of this conference cal will be available this afternoon through Friday, October 31. And I hope we are all have terrific day.