Good day and welcome to The Dow Chemical Company's First Quarter 2014 Earnings Results Conference Call. (Operator Instructions) Also today's call is being recorded. I'd now like to turn the call over to Mr. Doug May, Vice President of Investor Relations. Please go ahead, sir..

Thank you, Lauren. Good morning, everyone, and welcome. As usual, we're 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 and Investor Relations. Around 7 am this morning, April 23rd, 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 also posted on our website and through the link to our webcast. Some of our comments today include statements about our 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 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. In addition, some of our comments 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 Web site. Unless otherwise specified, all of our comparisons presented today will be on a year-over-year basis.

Sales comparisons excluding divestitures, EBITDA, EBITDA margins, and earnings comparisons exclude certain items. The agenda for today's call is on Slide 3. I'll now hand the call over to Andrew..

Thank you, Doug and good morning everyone and thank you for joining us. As you have seen from our report this morning Dow delivered another quarter of earnings growth representing in fact our sixth consecutive quarter of year-over-year increases.

We delivered these results even in the midst of substantial weather and transport-related issues in the quarter and direct result of our relentless focus on operating discipline and execution, what we call self-help. That represent the latest and the steady drumbeat of performance on our march to north of $10 billion of EBITDA.

If you look Slide 3, you will see that these results were illustrative of our clear strategic priorities that are shown on this slide. We are focused on delivering on our large investments such as Sadara, the U.S. Gulf Coast projects and our new project launches.

But all the while driving on productivity and cost and cash control targets so as to ensure, we meet our earnings milestones and continue to grow our shareholder remuneration, and not to forget the large carve out on other divestments we have announced.

These priorities align our entire organization as do a serious of execution steps many of which you are familiar with and some that is still to be revealed. They set the tone for delivering this year's earnings targets with a view to the large value and earnings drivers coming on stream next year.

We will update you on all of these priorities later in this presentation. But for now, let me turn it over to Bill, who will discuss this quarter's financials..

Thank you, Andrew. Let me begin by providing an overview of the quarter on Slide 5. We delivered earnings per share of $0.79 a 14% increase year-over-year and our net income increased to $964 million as a result of our cost and operating discipline.

We increased sales to $14.5 billion with growth in most of our key segments led by performance plastics, coatings and infrastructure solutions and agricultural sciences where our top line growth continues to outpace the market.

From a geographic perspective, we reported volume growth in nearly all regions most notably Asia Pacific led by growth in China. EBITDA grew to $2.4 billion and importantly we continued to make progress on achieving our margin targets across key businesses with margins expanding at the company level.

Further on a trailing 12-month basis, we show steady improvement in ROC delivering the fifth sequential quarter of improvement against this key metric. We continued our strict management of cost and cash evidenced by nearly 30% increase in cash flow from operations year-over-year.

And finally, with our stated priorities, we continued to reward shareholders returning $1.7 billion in the first quarter including the repurchase of $1.25 billion of our stock as part of our $4.5 billion share repurchase program, which we expect to complete in 2014. Slide 6, shows the key drivers of our financial performance this quarter.

We can see the benefit of the targeted actions we took across our portfolio.

We controlled what we could in a slow growth business environment focusing on productivity and driving growth through our global reach despite a $300 million increase of feedstock and energy costs, we reduced our cost of sales as a percentage of revenue reflecting our ongoing improvement actions.

Before I turn the call back over to Andrew, let me provide you a few assumptions for modeling purposes as we head into the second quarter. While we see normal seasonality fluctuations in the second quarter specific to turnaround activity overall market trends remain favorable, which Andrew will speak to in a moment.

Plan turnaround spending will be up approximately $150 million sequentially, but essentially flat year-over-year with the majority of the expense in performance plastics, performance materials and coatings and infrastructure.

Additionally, we expect a higher seasonal turnaround activity will result in a 3 to 4 percentage points sequential reduction in the company's operating rate.

And finally, as feedstock process have moderated, we expect feedstock and energy cost to be approximately $100 million lower sequentially still $150 million higher than the second quarter of 2013. With that I will turn the call back over to Andrew..

Thank you, Bill. We achieved margin expansion in all key operating segments and this is a solid proof point of the work we have done across our portfolio. Let me now update you on how the segments performed in the quarter and their outlook.

Turning to Slide 8, growth in Dow Electronic Materials has been driven by increasing demand for connectivity and brighter, more powerful devices. This resulted in substantial sales growth in OLED materials and interconnect technologies as well as materials that address high-speed and temperature needs for cloud computing in the quarter.

Additionally, our close to customer strategy will enable further margin expansion through its positive impact for the businesses operational productivity, including asset rationalizations in the United States and Europe. We expect full year and market in Dow growth to exceed that up 2013.

In functional materials, we are seeing continued solid demand in targeted sectors of energy, water, food and home and personal care despite lower sales on weather impacts during the first quarter. Looking ahead, we see the trend towards unit dose in both fabric and dishwashing applications driving growth within the homecare sector.

Additionally, sales in Dow Microbial Control also aligned to these key sectors continues to outpace the market. The positive trend in consumer driven solutions should see year-on-year growth in this business as well.

On Slide 9 moving to Coatings and Infrastructure Solutions, strengthening global construction activity, North America, Europe and Asia Pacific was a key driver behind first quarter sales increases in architectural coatings.

Further Dow Coating Materials reported its fifth consecutive quarter of year-over-year sales growth bolstered by share gains resulting from sales of novel Dow Technologies such as VOC, in fact the first vinyl acrylic VOC launched in Europe in the first quarter.

In Water, demand for industrial water applications is increasing and Dow expects to realize the benefit of these increases particularly in key regions such as Asia Pacific. Growth will be positive in 2014 versus 2013.

In Dow Building & Construction, we noted strong demand for innovative materials in insulation, roofing and tile applications in North America, despite the adverse winter in this region. Japan and Europe, Middle East Africa also demonstrated signs of strength in the first quarter.

This unit will see the same uptick from the same drivers as Dow Coating Materials. Collectively these increases drove profitable year-over-year growth for the business and served as a clear reflection of improving fundamentals in the construction sector.

Additionally results in Dow Building & Construction are further supported by the benefit from previously announced productivity measures such as reduced structural costs and asset closures in Europe. Turning to Slide 10, in Agricultural Sciences, which continues to be the important growth market for Dow.

Record first quarter sales in crop protection reflect increasing farmer demand for innovative new molecules to combat resistance. Looking ahead, sales from new crop protection products are on track to exceed $1 billion by 2015 as technology launches ramp up.

We are positive on demand in the second quarter, although this confidence is tempered slightly by higher than normal channel inventories in North America. We have a positive outlook for top and bottom line growth in 2014.

The same can be said for our Seeds business where we expect to continue to outpace the market on the strength of our differentiated technologies including SmartStax, Refuge Advanced and PowerCore as farmer demand for stacked traits accelerates importantly our Enlist launch plans progressed and remained on a firm trajectory for U.S. launch in 2015.

We expect to receive the U.S. Regulatory approvals for this highly anticipated technology during the next few months. Turning to Slide 11, in Polyurethanes and Dow Formulated Systems we are seeing signs of recovery in Europe particularly as a result of higher furniture and bedding demand as well as increased consumer confidence in the region.

In the first quarter, demand in industrial and energy efficiency markets also improved globally. Overall, we are well positioned to improve profitability as a result of our increased emphasis on higher value market sectors together with business specific productivity efforts, including the six asset shutdowns completed to-date.

As we look ahead, we expect market demand to grow in the second quarter from increased construction activity in North America and EMEA while we anticipate Asia Pacific will benefit from the typical peak season in footwear. Severe cold temperatures impacted first quarter demand in North America across the Specialty Chemicals businesses.

However, fundamentals remain healthy, as favorable trends in homecare products are driving growth for Dow Technologies aligned to this key end market. Additionally, fundamentals remain robust within Dow Oil, Gas & Mining as major project fills, increased geographical scale and positive market outlook are driving growth for this business.

Looking forward, we expect to see a positive impact resulting from seasonal strength in construction, coatings and agriculture.

And Dow Automotive Systems healthy transportation fundamentals are enabling growth in Asia Pacific and North America while Europe is realizing pent up demand and Dow specific technologies such as BETAMATE are driving additional share gains. We will see above industry growth rates in this unit in 2014. Turning to Slide 12, in Performance Plastics.

Across this segment, we have and we will continue to focus on margin management to address feedstock fluctuations and deliver operational improvements. The opportunity to maximize margin with a price volume bounce is improving as their operating rates are very high and the industry operating rates continue to climb with the improving demand.

Specifically in Dow Packaging & Specialty Plastics, we are driving growth in select high margin end markets such as flexible food and specialty packaging, hygiene and medical and pipe.

Asia Pacific and North America delivered double-digit sales growth in the first quarter and we expect to see continued strong demand with increased per capita demand driving growth in emerging geographies over the near term. The outlook is strongly positive for this unit.

In Dow Elastomers, global demand increases in the transportation sector and improving infrastructure markets in Europe were offset by cold weather impacts in operations in North America. Looking forward, U.S.

Gulf Coast investments in the 2015, 2016 timeframe will drive growth for AFFINITY, a next generation nodal enabling share gain from substitute technologies in key sectors. For example, AFFINITY GA is delivering greater performance in hot melt adhesives allowing displacement of EVA in packaging and hygiene applications.

And in Dow Electrical & Telecommunications increased demand in the power and telecommunication markets in Asia Pacific fueled first quarter growth driven by power in China and 4G network investments.

Dow captured additional margin expansion in this business as a result of increased asset efficiency together with our exit from our non-strategic joint venture. Strong demand will continue in 2014. Turning to Slide 13, all of our segments are showing positive earnings momentum with self-help measures overcoming known headwinds.

The last six months of improvement in EBITDA margins in all key segments is evident on this Slide. All of our collective actions are taking hold and showing positive trends from a range of 5% to 25% improvement.

And on Slide 14, all these actions are cumulative, product and functional materials; growth in display technologies has been and will continue to be a key driver in innovation led growth for the Dow Electronic Materials business.

Across the segment, we expect to utilize a combination of innovation and productivity measures to drive 100 to 150 basis points of margin improvement as we entered to adjacent markets and further expand key brand owner relationships.

In Coatings and Infrastructure Solutions, margins are expanding as a result of ongoing productivity measures, share gains and increased sales of Dow Technologies, which collectively reflect the increasing recovery of the construction market.

We expect to realize an additional 300 basis points of margin growth in this segment over the near term as these actions could continue to take hold. This margin expansion will include a significant benefit from the integration of our PDH unit in Texas.

Agricultural Sciences has also expanded margins on the back of its technology innovations and productivity aligned measures.

And looking ahead, these plans are expected to contribute to additional margin expansion of 300 to 400 basis points over the near term as a result of the ongoing commercialization of the segments robust R&D pipeline together with the achievement of scale efficiency in seeds.

In Performance Materials, we expect to realize the most significant improvement with 400 basis points of margin expansion expected in the near term, the largest portion of these improvements will be driven by the integration of our PDH asset together with ongoing productivity improvements across the segment.

Prioritize innovations in the oil and gas, automotive and adhesive sectors will also drive a component of this anticipated margin growth. And finally, in performance plastics currently our highest margin segment, we expect to realize near term margin uplift of 200 to 400 basis points on our key integration investments on the U.S.

Gulf Coast as well as through innovation and productivity. All of these drivers are embedded in the previously shown strategic priorities, which brings me back to these priorities.

And first let me remind you that we introduced Slide 16 first during our most recent webcast in March, which took place in Saudi Arabia at the site of our world-scale joint venture Sadara.

We are making tremendous headway with this key investment and we are proud to join our value partner Saudi Aramco in providing an update regarding the status and timeline for this project all of which remained very much on track. In fact, we are now more than 50% complete and slated for start-up on time and on budget in mid-2015.

Of course, this is just one the key near term strategic priorities we are driving to fuel our performance and returns higher. In our U.S. Gulf Coast investment program, we continue to achieve major milestones.

For example, our PDH asset is now more than 20% complete with all major equipment on site and we continue to feel confident about its timing and its financials. I'm going to have more to say on that in a moment.

As you saw in the quarter, our cost reduction of working capital focus continues to produce results and enabling increased earnings and strong cash flow and our plain carve out of our commodity chlorine business remains on track with an update later in this deck.

Dow steady drum beat of progress is the direct outcome of our focus on these priorities as we move this strategy forward and turning to Slide 17. It's a strategy that leverages Dow's unique business model. We integrated vertically and horizontally.

We are low cost across the chain shown here plus value-add as we approach markets with unique technologies. We have scaled in inputs, intermediates, and downstream products. We have scale in R&D as well as in geographic breadth. And we are relentlessly focused on EVA and capital allocation growing high ROC businesses and exiting our low ROC businesses.

Importantly, we grow by winning across these chains. We will update you regularly on all of these chains with simple and transparent metrics. And today, we will highlight the propylene value chain where over the past six months we have realized higher returns as a result of our focus on margin management and operational excellence.

This is particularly clear as you look at the significant progress achieved within our coatings and infrastructure solutions and performance materials operating segments during this timeframe. We laid our plans to improve these segments, our two largest propylene consuming segments.

And we have made solid progress against these plans yet we recognize, we have more work to do. And on top of these actions, we expect to achieve EBITDA growth as a result of our near term investments with the Sadara as well as the aforementioned PDH unit on the U.S. Gulf Coast.

In short, we are improving our ability to compete in the value chain for that has compelling growth proposition over both near and longer term.

Now let me provide more granularity on Slide 18, here the propylene value chain serves several key sectors and Dow is focused narrowly on several of these targeted end markets, markets with an addressable size of $80 billion and growing faster than GDP.

We are taking key actions to improve our integration advantage, drive further operating discipline and prioritizing our technology investments to preferentially invest in attractive end markets such as adhesives, automotive, and energy efficiency to name a few, no way this more evident that in the polyurethanes business.

And turning to Slide 19, let me highlight this. We have achieved notable improvements through the following actions reducing costs, idling facilities, narrowing our market focus and launching new products and technologies that are shown on the slide.

But let me use one example, BETAMATE, Dow Automotive Systems is directly aligned with the market trends of light weighting to improve energy efficiency and deliver safer, high performing products to the industry.

This solution allows bonding of dissimilar materials with aluminum, plastic and carbon fiber notably nearly 50% of revenue of Dow Automotive Systems comes from sales of products launched within these last five years.

Taken as a whole, we will continue to reap benefits from our collective actions and we expect our innovative products and technologies, couple with our productivity actions and our strategic integration investments to drive significant margin uplift within this value chain.

But further, let me highlight our key integration investment in this chain, our PDH facility on Slide 20.

First, a word on the fundamentals of this project, Dow's current outlook on the propane to propylene spread remains consistent with our regional economics and reinforces why as we see our PDH facility as delivering a further attractive value to this chain.

Propane prices have moderated again after significant volatility during one of the worst winters in the United States in over 30 years. The United States is now a net exporter of propane, and we believe the U.S. propane price must remain structurally lower than the world market price to facilitate these exports.

Add to this fact, the propylene availability from refineries is coming down and the propylene value will trend towards outlook value. We expect propylene to be an attractive spread over propane.

And this is precisely why our PDH unit in Freeport, Texas represent such an important part of our strategy in this value chain, once online, this project will improve integration significantly reduce third party purchases and improve our raw materials costs to Dow's derivative businesses in this value chain.

Today construction on this unit is 20% complete, we have approximately 1600 workers and 90% of the equipment onsite. Mechanical completion is on track for the end of first quarter 2015 with full run rate expected by mid-2015.

In short, our long-term view on this project is unchanged and we expect the propane to propylene spread will provide an attractive returns for our PDH project, expect to contribute more than $450 million annual EBITDA at full run rate.

Turning to Slide 21, the propylene chain is just one example of how we are leveraging our strong operational focus, coupled with significant enterprise wide catalysts within our control to drive EBITDA well north of $10 billion when all are fully implemented. We have key growth catalysts, such as our investments in Sadara and on the U.S.

Gulf Coast as well our innovation agenda, which collectively are positioning Dow to achieve EBITDA well north of $10 billion in the near term on our way to $13 billion and beyond. The math of the slide shows 2014 and 2017 actions that grow to more than $13 billion in EBITDA from our current base.

Items such as lower pension expense, more operating leverage and further productivity efforts are all extras to these value drivers. In addition, we are focused laser-like on delivery against our divestment targets, so they can grow ROC. So we can grow ROC by liberating capital allocation to these businesses and putting it to better use.

And turning to Slide 22, as you know, in 2013 alone we realized $850 million in proceeds from divestitures exceeding our year end goal. And in March, we broadened scope of our already aggressive targets bringing our expected total to $4.5 billion to $6 billion within the 2014-2015 timeframe.

Of course, our largest share of activity is the plant curved out of our commodity chlorine businesses. We reviewed to you in December that you can think about a 12 to 24 month timeline for this project and after just 4 months of progress the preparation period is really already well underway.

Initial market response to our announcement has been positive with strong early interest with double-digit numbers of strategic parties who want to go to the next step. Additionally, we now have our pre-marketing actions started and our team has made great progress on the separation of these business units from Dow.

In fact, we expect to be in the market by third quarter of this year. And looking at our overall program given the magnitude of our divestiture program going forward, our portfolio will continue to change and upgrade. As such, we will continue to provide increased transparency on our earnings as a result of these actions.

And as we move forward, you can expect to see additional clarity on our targets, revised metrics and updated business alignments and segments that will reflect our accelerated market driven strategy with more transparent metrics yet this year.

Turning to Slide 23, the final priority I wish to speak to is the most important to all – for us that are rewarding our shareholders, an area in which we have demonstrated consistent and increasing actions over the last many quarters accommodating in the $1.7 billion return by declared dividends and share repurchases in the first quarter alone.

We remain committed to our share buyback target of $4.5 billion in total all to be completed by the end of this year. Taken on the whole, these actions clearly reinforce our commitment to accelerating returns now and as our earnings increase going forward. Lastly on Slide 24, back to our near term strategic priorities.

These remain our compass as we move ahead. Each priority is integral to the acceleration of our strategy and serves a critical step in our part to shareholder value growth. Let me be clear, Dow's performance in the first quarter represents more than a continuation of the trend of consecutive quarters of earnings growth.

In our view, it's the sum of the quality of our earnings the consistency of the performance and the strength of our trajectory that we are focused on and we will continue to deliver on as we move ahead. We are driving our actions independent of any tailwinds that exist out there which we are treating as a complete bonus.

The summary is, we intend to continue to deliver. With that Doug let's turn to Q&A..

Thank you, Andrew. Now we'll move 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 our prepared remarks and the following Q&A.

Lauren, would you mind going through the Q&A procedure?.

Thank you. (Operator Instructions) Our first question comes from Robert Koort with Goldman Sachs..

Thank you and good morning..

Good morning..

Andrew I noticed on the income statement there was a quite reduction in your R&D this quarter year-on-year, can you give us some clarity around what drove that and what we should expect looking forward?.

I will let Bill answer that question, if don't mind Bob. Go ahead..

Yes, Bob. So you are right. Overall R&D expense was down $40 million quarter-over-quarter or around 10% that's really reflective of a couple of things. One, the ongoing savings from previously announced restructuring program that we announced last year.

As you know from an overall company standpoint not just R&D, we said we get a couple of $100 million of additional savings this year over the last year. In addition to that, we also have reprioritized our spending on growth projects with R&D focusing our spending specifically on those projects that Andrew has laid out.

It's really a combination of both of those, ongoing savings and the prioritization of our growth projects..

All right. If I might follow-up Andrew, one of your major raw material suppliers announced on ethane export facility that's somewhere around the order of 25% of current ethane production.

Just wondering if you might update us, you talked to propane already but what your views on ethane and is there going to be a big escalation in prices somewhere out in the horizon when all the crackers get built and these export projects are delivered?.

Yes. We saw the announcement Bob. And we believe it's still early to put definitive answers out there. Other than to say that there is a huge material cost to export ethane. As you know a very different to propane it needs capital like energy, it needs capital to the export side, the shipping side and the receiving side.

And to put these contracts in place for ethane consumers they are going to have to commit capital. And it all comes down to a view to the oil and company arbitrage. And current arbitrage is at probably its highest is roughly 24 something around that right now.

Our assumptions are being that that arbitrage will close with time and that's oil to gas and therefore naphtha to ethane. And as it closes, the economics change and the prices that people can get to export ethane will drop. So it's actually in our view a strong message of ethane length, which we believe is beyond 2020 at this point in time..

Our next question comes from John McNulty with Credit Suisse..

Yes. Good morning thanks for taking my question. So I believe it was in Bill's comments, one of the geographies, actually the geography you highlighted is being the strongest that you are seeing was actually China and Asia kind of more broadly, which is I guess a little bit surprising.

So can you walk us through what you are seeing there and maybe which end markets in particular maybe showing the greatest signs of strength?.

If you look, I think John there is no question that China is not our previous China. So I believe the current China we are seeing in our results speak to it is the China of less growth, it's on a bigger number obviously. But they have changed their consumption drivers to solve their issues.

And the reform agenda they have and I have been to China twice this year already. It's very clear they are committed to it and smart urbanization is creating different needs affordable housing, affordable transportation, clean – everything clean from food safety to pollution control et cetera.

So we are seeing growth in high value add sectors, so its targeted growth, our growth was 9%. And our positioning in China is really being ever sense we into China in the big way in the last 10 years. As being in the high value add sector, almost anticipating this new China.

We had volume gains in ag 65%, performance plastics 22% growth, coatings up 13%, electronic and functional materials up 6%. This is all high value-add area. They are decommoditizing their economy but we are not exposed to the commodity sector in China. The new Dow's in place in China actually is always a consequence of that its targeted growth.

I don't think it's a go-go growth of the previous China. It's not export led. And I do think this pivot disappearing is smart targeted growth..

Great. Thanks very much and then just as a follow up with regard to weather in particular, there were some negatives obviously in the U.S. You also highlighted some positives around ag and potentially some of the other businesses out of Europe just because of the – they kind of unseasonally warm side.

I guess, when we net them out, how should we think about how weather impacts during the quarter and then how that kind of reserves itself as we look to the rest of the year..

Sure, John. This is Bill. So from an overall standpoint, you are right, I mean the weather was very cold in North America, but it was partially offset by warmer weather in Europe.

From an overall standpoint, the overall impact in our sales is a little over $100 million and the impact on our earnings per share this quarter was like $0.03 to $0.04 in total. Another thing I would like to highlight in North America, one of the things we did very quickly is, we implemented a crisis team as these carrier issues came in.

And so we were able to mitigate some of that impact versus some of the other numbers maybe seen in the market. But overall, the answer to your question, it added about $0.03 to $0.04 negative impact on our earnings this quarter..

With Europe's positive slightly overcoming that so Europe strong oversized early spring, there is obviously a pull forward there that's occurred in first quarter that won't be there in the second quarter Europe, but the North American seeds is delayed. So that should start to bounce.

So the first half on average will be what we expect on year-on-year growth..

Our next question comes from Frank Mitsch with Wells Fargo Securities..

Good morning, gentlemen. Hey, Andrew. Just want to take the opportunity, thank you again for the hospitality on the Sadara trip certainly a great learning experience that we had there.

And obviously, a large of the Sadara is obviously tied into the whole ethylene chain and so froth, which becks the question you really didn't spend a lot of time talking about the feedstocks and energy segment here this morning.

Should we start thinking about that as discontinued operations, can you help us other?.

Well, you are foreshadowing one of the comments I had in the script, which is really all about Dow's market focus in feedstocks and energy is the last segment that's out there that's very commodity exposed. You know these chemicals in there, some of the -- MEGlobal for examples in there.

And clearly, our hydrocarbon byproduct, co-product sales are in there, which are highly volatile and highly commoditized and frankly don't serve the purpose of being market-based. So as we go forward, recasting about metrics in those segments, I think you will foreshadowing something that we are very way much of the way we report in the future.

It's not a market segment at the end of the day Frank and certainly not one that we are focused on. It's all about low cost inputs and value-add, which is that slide that shows integration. And thank you for the compliment on Sadara, our team did a bang up job and partner was extraordinary..

Okay, great. And then, just coming back on the ag side obviously, record earnings there. Crop protections seem to be very strong. Should we be thinking about this is a new normal, I mean, it seem like you are also implying that some of the new products happening in that segment, you are seeing nothing but growth there.

So are we seeing crop protection establish a new bottom here?.

I believe that crop protection and certainly our crop protection business is a story that's unfolding around new projects. Five, ten years ago most of us including Dow, would have said crop protection was going to plateau at the expense of seeds and traits growing and that hasn't happened.

I think you are seeing targeted niche products, whether they are being cereal herbicides, rice herbicides our two launches, even insecticides and of course fungicides which were not as big in, but some of our competitors are.

And I do think you are seeing a new type of crop protection chemical, some of it of course made through fermentation processes like our families of new crop protection chemicals. Our R&D efforts never really subsided here and frankly its one of the jewels in our integration if you like of Dow's R&D with ag chemical R&D.

Season traits will obviously still be a growth business and for Dow very hinged on our stacking capabilities and clearly enlist launch. But no, I think you are dead right, and I'm using that same term with our business, a new norm..

Our next question comes from Don Carson with Susquehanna Financial..

Andrew a question on ag and that's not in Enlist. You are talking about a 2015 approval and I know that your licensees have also licensed a competing technology. So it's really two questions. One, what's your expectation of Enlist versus Dicamba market share where you think that's going to play out.

And then from a portfolio standpoint is, once you have seen the market acceptance of Enlist, is that really the catalysts to perhaps separate a business with essentially little fit with, with the rest of Dow?.

Well, firstly on the point on approval in your question. Don, it's actually approval this year for full launch next year 2015. On your competitive question, we believe Enlist has a much wider window of application timing and broad spectrum of control that actually aligns with how growers use glycoside today.

We are getting a lots of farmer sanction on the product because of this incredible wide window and broad spectra. And actually of course the other big advantage which comes with the Colex-D Technology which has reduced potential for drift and volatility.

It's really a combo of very user friendly application call abilities that are causing this product be a potential blockbuster. Look, your second question, at the end of the day, we have said, we are always have various business on the table at Dow and that includes Dow Sciences, one that gets asked about quite a lot.

I wand to refer to the previous question that was asked which is Dow ag chem is very integrated into Dow proper. It gives a lot of leverage from co-R&D in chemistry. So Dow seeds is a little different but it shares similar channels to Dow crop chem. So it's not an easy – as easy as you indicated in your question but that doesn't defy your question.

In fact, a very user friendly as its entire board and management team of Dow to look at value creation and its happening separation at the right moment in time that will be what we will do..

Our question comes from P.J. Juvekar with Citi..

Yes. Good morning Andrew..

Good morning..

And you discussed some of your bigger joint ventures like Dow Corning, it seems like you are seeing a recovery there with some solar trends and all that.

So can you discuss that? And then related to that is, would you consider monetizing any joint ventures to capture value?.

P.J. let me answer the first question on Dow Corning and you can ask the second question. From Dow Corning, you are right. Overall equity earnings were I think – if I recall about $251 million this quarter up $22 million versus the same quarter a year ago.

That was all driven from Dow Corning actually Dow Corning was up more than that because there partial offset by lower equity earnings and MEGlobal as Andrew mentioned in his comments. We are seeing a polysilicone as bottom and we are actually seeing some price increases in polysilicone.

And so we are starting to see a recovery in our Dow Corning earnings and we expect that to continue..

Cleanup of our very large joint venture portfolio is a big driver of our strategic priorities, you will see it listed on there and that's not code for any specific joint venture. But it is code for cleaning it up, making the results more transparent to all of you such is the first question you just asked.

So you understand that drivers and that they fit the strategy or they don't. Today's Dow portfolio management is all about going deeper and narrower not staying wide and that includes a joint venture portfolio P.J..

Yes.

Secondly in performance in materials, you talked about improving polyurethanes, can you also just talk about isocyanates like MDI and then in epoxies do you think you are seeing some kind of a rebound?.

Definitely in epoxies to answer that first the Chinese are going to shut capacity but they are not going to shut epoxies. They have chosen their path to fundamentally glove the market with epichlorohydrin and before that caustic soda. We believe it's a structural change in the entire market.

Some of the value added epoxies will earn money in the niche application but we don't have scale there. We are mostly are LER, liquid epoxy resin provider of intermediate to end use. We don't believe it's a good use of Dow capital to do the value-add. So therefore we made our announcements. We are improving the business.

We are running it very lean and mean. So it can actually be on sold to someone who can see value in completing the entire value chain but it's a value chain that we are voting on as you have seen in our announcements.

Look, MDI is different, MDI is the restructural of over capacity especially in Asia but the growth fundamentals are much, much more sound for isocyanates especially the platform called polyurethane formulation systems in rigid polyols in particular.

Without new facilities in Sadara, we will be a grower of how isocyanates position especially in the emerging markets. And over time, we look at the competitiveness of our assets use in United States and Europe. But right now, PU is a business that we believe is on a solid rebound as witnessed by the Q1 results..

Our next question comes from David Begleiter with Deutsche Bank..

Thank you.

Andrew, in performance materials given the severe weather in Q1, how should we think about the normal decline in Q2 versus Q1 given maybe some bounce back in Q2?.

Well, I mean at the end of the day, performance materials and polyurethanes within performance materials and some of the specialty chemicals until PDH comes on, we are going to see volatility in their numbers quarter-to-quarter because of propylene. The unfortunate situation is being in the last many years propylene dynamic between U.S.

and the rest of the world changed dramatic especially to Asia. And this propylene arbitrage it was on one of my slides that was solving for PDH is the game changer in less volatility quarter-to-quarter. While we get the acolyte value effect on less and less propylene coming out of U.S.

refineries, you are going to see chemical grade propylene bouncing around a lot. We are the elastic demand to the inelastic demand on the transportation side as you get summer driving, the winter heat-cooling or summer heating, summer cooling, winter heating, you are going to get these effects.

So we think that's a normal pattern that you are going to see a repeat of in Q2.

Bill do you want to add to me?.

Yes. I was saying as Andrew mentioned we set some volatility. We do believe second quarter though will be up year-over-year and the primary reason for that is the fact that this performance material was impacted in the first quarter due to some carrier issues.

So we do expect in the second quarter year-over-year improvement versus second quarter a year ago..

Very good. Andrew same thing on sequential in ag given a normal decline but given some of the dynamics there as well.

How do you look at that sequential decline in Q2 versus Q1 this year?.

We will definitely see a sequential decline. I mean the sequential earnings drop off of couple of hundred million dollars is probably what you should be expecting based on normal seasonality. You do have this effect of the weather in Q1 that can be a slight mitigator to that.

So it could be on the lower side of the drop off versus what it’s been in traditional seasons because obviously but you guys probably getting decent weather in that part of the world now. So that means people are planting. And so that's good and they obviously have to make up for what happened in Q1.

But look at the end of the day, there is also the crop commodity price effect. They are in healthy levels. They are providing the incentive for yield maximizing inputs. Farmers are less sensitive spending when it maximized yield. So you know we may see some mitigating effect based on the fact that we have got good seeds that go to that area.

But, I think you are going to still see the drop off..

Our next question comes from Duffy Fischer with Barclays..

Yes. Good morning..

Good morning..

Andrew I think in your commentary you mentioned some excessive inventory in the ag channel..

Yes..

Can you talk about which of the pesticides you are seeing that in most of the pesticides, herbicides, fungicides and then two, why would we be seeing that as we still got a relatively a healthy ag market today?.

Yes. I mean look I think there is no question that the carrier and warehousing impact due to weather in March affected this chain as well. As you will know this is a very long lead time chain.

So if you get the seasons and the plantings wrong, I'm not going to call this a once in a decade type winter, but boy, as I said earlier, that was a very unusual effect on transportation.

So late application that was missed in 2013 as stacked up into 2014 plus the weather impacts in March as given in particular to answer the first part of your question, more inventory in crop protection areas for herbicides in particular, but mostly in the Midwest..

And then, on the Chlor-Alkali front, where are you guys that with operating rates with the Dow Mitsui joint venture.

And then how should we think about the timing of the 800 KT that you guys have indicated you are going to take down on the back end of bringing up that new capacity?.

Started up on March 31, successful, reliable within our start up window very, very much running now, very reliably its very important investment for replacing those aged assets that you just referred to. We have begun the shut down of those aged assets right now, we were in the early stages of it.

But you can expect it over the next six to nine months..

Our next question comes from Kevin McCarty with Bank of America..

Yes. Good morning. Andrew on Slide 20, you show the propane and propylene spread, the bearish argument that we sometimes hear is that propane exports will rise and propylene will get longer as you and others start up PDH units domestically.

Can you elaborate on why your view is more bullish in that and how would you expect future spreads to compare to the recent range of 36 in the older range of 25 that you showed?.

Well, at the end of the day the long propane and export phenomena has to be matched against long propane and export phenomena from other countries. And whether it would be Qatar or Australia or Indonesia, everyone is long propane. So where is all this propane going to go rather than a drop in global propane prices.

So as new LNG facilities in particular those that are LPG rich come on, you are going to find that the historic relationship between propane to Brent which is being 65 to 70. There will be some pressure into that relationship. And the propane price is going to come down and Brent will go down with it as you get share will come in into place.

So there is a lot of moving parts here to suggest at the end of the day that U.S. propane exports aren't going to be the bonanza everyone thinks they are going to be in terms of returns. In fact the U.S. propane price will need to be about $200 a ton by our calculation, $0.35 to $0.30 a gallon lower than the European price to facilitate these exports.

On the other side of the coin, propylene availability is going to be an issue in our view because the refineries coming down and FCC units are being shutdown due to long gasoline. And at the end of the day, propylene value as I said earlier will move to outlet value. So propylene is going to stay up.

So our PDH economics are very conservative in their assumptions don't have the current arbitrage that exists. And as I said early on ethane, on the earlier question, I do believe it implies a propane to propylene spread of $0.30 to $0.35 which supports our $450 million a year of EBITDA that I talked about.

That spread today has averaged from $0.36 to currently around $0.40..

I appreciate the color there.

As a follow-up, Bill, can you speak to the diluted share count as a bit of a surprise to see the elevations sequentially? What was your carry out at the end of the quarter and what might be a good number for 2Q?.

You get to continue to see that going down obviously, as you know that's an average, so that's an average for the quarter. And so but given our significant share repurchase in the first quarter the $1.250 billion, you will see, starting to see that track down pretty quickly. I don't have the exact share count for the second quarter. But –.

Our next question comes from John Roberts with UBS..

Good morning..

Good morning John..

I'm looking at Slide 19 on the polyurethanes business, I remember the last bubble chart we saw I think headed at 7% or around 7% EBITDA margin.

So it would seem to you need multiples of that 200 bps improvement to get this to your targets?.

Well, yes. And I have talked to exactly one of those big multiples right which is the PDH. So that's as I said that's why we gave you a lot of color on PDH on this call is that this time next year, we are in the throws of getting that ready to start up. And so that's a big part of the polyurethanes rehab story to make your observation act.

The other thing that's going on, in the early question, is it some market rebound, which is suits our type of polyurethanes especially with Europe coming back remember with a long and exposed in Europe and last but not least is the cost controls and the way Glenn Wright and his team are managing that business very focused on execution against cost and cash.

And all those things and the CFO and I spend a lot of time on this business, how to take it away from a yellow into a green..

Okay.

And then as a follow-up on the chlorine carve out, have you set the chlorine cost of contract terms yet for your internal needs longer term?.

Bill?.

No. Looking into a detailed negotiation going forward as Andrew mentioned in his prepared comments to tell you where we are at. We are targeting how to carve out completed this quarter and then we will get into detailed discussions in the third quarter.

So we get into the discussions in the third quarter that's when we will start getting into those detail discussions..

Lauren maybe time for one or two more questions..

Thank you. We will take our next question from Hassan Ahmed with Alembic Global Advisors..

Good morning, Andrew..

Good morning, Hassan..

I was taking a look at the performance plastic segment and completely, completely understand that we had the weather related sort of spike in ethane prices in particular and gas obviously as well. But, I'm just trying to understand the sort of sequential down take in EBITDA and EBITDA margins because I sort of at least run my numbers.

Integrated polyethylene margins despite the spike seen to be up sequentially.

So I'm just trying to understand what the sort of sequential down take was caused by, was it Asia, was it Europe, any color around that will be appreciated?.

Well, I mean there are several you mentioned one of the factors, so I won't repeat it. But certainly the cold winter propane impact was for the propane part of the crack was a big impact Hassan. And the other one was the reduced margins in Europe in particular due to the naphtha and what was going on in lower selling prices causing a down drop.

I haven't said it on the call yet. But I have said in other interviews that you can't ignore what's going on with Russia and the Ukraine and the effect it had on hydrocarbons in that part of the world. And so that was another reason.

At the end of the day, we believe there is a set in the pool, we have got good momentum in plastics and margins going up this year for the reasons you know. So I think you shouldn't read too much in the Q4 to Q1 numbers..

Fair enough. And as a follow-up, you highlighted obviously in the presentation the polyurethane side of the business and you are talking about things call it cycling up. There is obviously a fair bit of capacity coming on line over the next couple of years.

Could you speak a bit about the supply/demand dynamic did you see over the next two, three years?.

Oh, yes. I mean this part of the question it came early on isocyanates. There is going to be length in isocyanates and MDI and that's going to have to be consumed. The good news is, this ubiquitous market needs for polyurethanes especially those by isocyanates and MDI in particular and this growth is going to be above GDP.

And so if you got the low cost position which we believe our unit in Sadara is low cost. We are going to be able to grow above at or above market for our polyurethanes franchise. The other bigger name of course the polyols positioned here in North America gets enhanced by PDH.

But on isocyanates, I think this is all about moving to higher value markets as I said on the call. And the team has done a very good job of getting out of the low end markets and fine tuning where we point the low cost assets too. The value-add piece here distinguishes it from the Epoxy business..

Great. Time for one more question..

Our final question comes from Vincent Andrews with Morgan Stanley..

Thanks very much for squeezing me in.

Bill just, could you tell us about the operating rate in the quarter versus the fourth quarter and versus the year ago? And then I also just wanted to clarify your comments on the operating rate for the second quarter whether you were talking about the entire company or just the specifics segments of it?.

So the operating rate for the company in the third quarter was 83% and that's versus 82 and the same quarter a year ago and 82% prior quarter. So we are up 1 percentage point at a company level versus both the same quarter a year ago and prior quarter. Yes.

And the comments that I made in terms of expect that 3 to 4 percentage points decrease second versus first due to turnaround is very much inline is at a company level, is very much inline at the same reduction we saw a year ago from first to second and its all just – its just turnaround driven it's not demand driven. And so it’s at a company level..

Okay. This is a follow-up maybe Andrew.

Could you talk a bit about your expectations from an acreage perspective for Enlist, if you are able to launch it in 2015, how many acres you are going to target and what that ramp could look like over the first three or four years?.

We are not giving that sorry to end up the call on question, I got one answer. But, we are not giving that piece of information yet. But, let the year roll by. Let's get our approvals behind us and we will give you a lot of granularity as times goes by. We are very confident on this technology obviously as I answered a previous question..

Great. Thank you, Andrew.

Do you want to make a couple of wrap up comments here?.

Well, I think we will go back to what this quarter was, which is a strong beat based on self-help. And the last many quarters, six quarters in a row year-on-year earnings increase is a trend that we intend to continue. And we intend to continue no matter what the economy throws at us.

I think there are no questions that we have got the divestitures in front of us and there is going to be execution there. We will have a lot more to say about transparency on metrics as the year rolls by.

But, you should expect Dow to continue execute against its portfolio and release value and then increase shareholder remuneration and notably the share buyback that you saw quite a lot of action on in the quarter will continue throughout the year as we have already talked about.

And that's more to come basically we cycled upside in plastics and ethylene still in front of us..

Great. Thank you. Thank you everyone for your questions and 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..

This concludes today's conference. Thank you for your participation..