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First on CNBC: CNBC Transcript: DuPont CEO Edward Breen and Dow CEO Andrew Liveris Speak with CNBC’s David Faber on “Squawk on the Street” Today

WHEN: Today, Friday, December 11th

WHERE: CNBC's "Squawk on the Street"

Following is the unofficial transcript of a FIRST ON CNBC interview with DuPont CEO Edward Breen and Dow Chemical CEO Andrew Liveris on CNBC's "Squawk on the Street" (M-F, 9AM-11AM ET) today, Friday, December 11th. Following are links to the interivew on CNBC.com: http://video.cnbc.com/gallery/?video=3000465248, http://video.cnbc.com/gallery/?video=3000465080 and http://video.cnbc.com/gallery/?video=3000465247.

All references must be sourced to CNBC.

DAVID FABER: WELCOME BACK. WE'RE IN MIDTOWN MANHATTAN WITH THE ARCHITECTS OF THIS ENORMOUS HISTORIC DEAL. YES WE CAN USE THOSE TERMS SOMETIMES BUT I THINK IT ACTUALLY APPLIES. ANDREW LIVERIS THE CEO OF DOW CHEMICAL AND ED BREEN, CEO OF DUPONT. THANK YOU BOTH FOR COMING IN. LET ME START WITH YOU IF I CAN, MR. LIVERIS. SOME INVESTORS AT DOW WILL LOOK AT YOUR SLIDE DECK WHICH I HAVE BEEN LOOKING THROUGHT WILL SAY WAIT A SECOND, YOU CONTRIBUTE $9 BILLION OF A COMBINED 15 BILLION FOR THE COMPANY. WHY AREN'T YOU GETTING MORE OF THE CONSIDERATION FOR DOW SHAREHOLDERS?

ANDREW LIVERIS: CLEARLY A GREAT QUESTION AND ONE THAT ALL OF OUR SHAREHOLDERS SHOULD LOOK AT THE LAST DECADES OF THESE TWO COMPANIES BEING TOGETHER IN TERMS OF COMPARISON. 90% OF THE TIME DUPONT'S MARKET CAP IS HIGHER THAN DOW'S SO LITERALLY OUR ASCENDENCY IN TERMS OF OUR STRATEGY, ESPECIALLY THESE LAST FIVE YEARS, INNOVATION, PROJECTS, ALL OF THE THINGS HAS BEEN LIFTING US TOWARDS DUPONT. I THINK AS WE GOT CLOSER AND CLOSER, THIS DEAL BECAME A REALITY. IT ONLY HAPPENED ONE OTHER TIME THAT I WAS PART OF THE DISCUSSION THEN WHICH WAS 2006 AND AT THAT TIME DUPONT HAD RACED BY US AGAIN BECAUSE OF CORN BASED ETHANOL. THERE WAS ALWAYS A DEAL OUT THERE AT SOME PREMIUM IF YOU WANTED IT THE BEAUTY OF THIS DEAL IS IT'S 50-50 BASED ON ALL OF THE FAIRNESS TESTS AND ALL THE INPUTS FROM ALL THE PEOPLE OUT THERE AND LOOK AT THE WAY THE MARKET REACTED ON THAT RUMOR THE OTHER DAY. OUR STOCKS WENT IN TANDOM AND FOLLOWED EACH OTHER'S MARKET CAP.

FABER: YOU HAD ENORMOUS ACREATION OF MARKET CAP ON THE POTENTIAL NEWS OF THE DEAL. BUT BACK TO THIS POINT THOUGH 9 BILLION IN EBITA SO THE LARGER SHARE AND SOME INVESTORS I TALKED TO THIS MORNING SAY LISTEN THERE'S A GREAT PORPORTION OF UNRECOGNIZED FUTURE PROFITABILITY COMING FROM DOW GIVEN ALL THE INVESTMENTS THAT YOU'VE MADE YOU'LL SEE PAYOFF. SO THEY SAY WELL COULD YOU HAVE GOTTEN A BETTER DEAL FROM THIS GENTLEMAN?

LIVERIS: LOOK I THINK OUR SHAREHOLDERS GOT A TERRIFIC DEAL BASED ON WHAT I SAID. THE MARKET SPEAKS BASED ON EQUITY VALUE. IT IS NOT JUST EBITA IT IS QUALITY OF EBTA PREDICTABILITY OF EBITA AS YOU WELL KNOW AND WE TALK ABOUT THESE THREE BUSINESSES THAT WILL BE CREATED, THE SPECIALTY PRODUCTS GROUP WILL HAVE A HIGHER MULTIPLE. THE AG BUSINESS WILL HAVE A HIGHER MULTIPLE. OUR MULTIPLE IS LOWER AS A DOW COMPANY AND AS A MATERIALS GROUP WE'LL HAVE AN UPLIFT IN MULTIPLE BUT IT'S THE MULTIPLE VERSUS THE EBITA AND THE QUALITY AND THE PREDICTABILITY OF THE EBITA. I'M NOT TELLING INVESTORS ANYTHING THEY DON'T KNOW. WHEN YOU LOOK AT EBITA, YOU HAVE TO LOOK AT WHAT CONSTITUTES EBITA.

FABER: ABSOLUTELY AND THE MULTIPLE THEREON AND THAT'S WHY OF COURSE YOU HAD YOUR RESPECTIVE MARKET CAPS AT LEAST CLOSE . MR. BREEN, YOU'VE ONLY BEEN IN THIS JOB FOR A COUPLE MONTHS. INTERIM AND THEN PERMANENT CEO. WHY WHEN HE CAME CALLING WERE YOU WILLING TO ENTERTAIN AND ENGAGE IN ADIALOGUE THAT YOUR PREDECESSOR WAS NOT?

EDWARD BREEN: IT WAS PRETTY EASY ACTUALLY. AS A BOARD MEMBER -- I JOINED THE BOARD IN FEBRUARY.

FABER: FEBRUARY OF THIS YEAR?

BREEN: YES FEBRUARY OF THIS YEAR SO I HAD BEEN ON THE BOARD AND VERY ACTIVE ON THE BOARD WITH EVERYTHING GOING ON AND WE WERE STUDYING THIS EXACT ISSUE AT THE DUPONT BOARD. THIS WAS NOT NEW TO ME WHEN I CAME INTO THE JOB.

FABER: WHAT ISSUE WHICH ISSUE ARE YOU TALKING ABOUT?

BREEN: THINKING OF PUTTING THE COMPANIES TOGETHER. I HAD BEEN STUDYING IT AS A BOARD MEMBER. THE BOARD HAD BEEN LOOKING AT IT.

FABER: SO BOARD HAD BEEN LOOKING AT IT EVEN THOUGH ELLEN COLEMAN FROM EVERYTHING I HAVE UNDERSTOOD AND REPORTED ON THIS WAS NOT PARTICULARLY INTERESTED IN PURSUING IT.

BREEN: WELL WE WERE LOOKING AT IT. I WAS DOING A LOT OF MY OWN HOMEWORK ON IT AND SAYING THERE'S SOMETHING VERY EXCITING HERE AND KIND OF ARCHITECTED HOW I WOULD LIKE TO SEE IT LAID OUT IF WE GOT TO THAT POINT IN MY OWN MIND. IT WAS MY FIRST DAY AT DUPONT ANDREW CALLED ME UP AND WE LITERALLY MET THAT SUNDAY AND SPENT THE AFTERNOON TOGETHER.

FABER: DAY ONE. YOU DIDN'T WAIT. I KNOW THERE'S AN ANECTDOTE YOU DIDN'T GIVE HIM TIME TO KNOW WHERE THE BATHROOM WAS AND YOU WERE ON THE PHONE

BREEN: THAT WAS MY JOKE TO HIM

LIVERIS: EXACTLY THE WAY I REMEMBERED IT. ED RESPONDED TO ME VERY QUICKLY TO HIS POINT THE DUPONT BOARD OBVIOUSLY HAD BEEN CONSIDERING THE MOMENT IN TIME WAS ARRIVING AND THE AG BUSINESS NEEDED A PARTNERSHIP AND REMEMBER THIS IS A GAME CHANGER FOR AG AND WHAT WE'RE CREATING IN AG AND SO I THINK DUPONT BOARD WAS HEAVY AG ORIENTATED. 60% WAS AG. WE HAD AN AG PROPERTY THAT WOULD BE HAND AND GLOVE. OUR BOARD HAD BEEN LOOKING AT THIS FOR 10 YEARS. THE MULTIPLE APPROACHES. WE NEEDED THE MOMENT IN TIME AND THE PERSON AND THE PERSON TO ARRIVE TO SAY YOU KNOW WHAT THERE'S A LOT OF VALUE TO BE DONE HERE AND THE BOARD OBVIOUSLY AGREED WITH IT.

FABER: YOU MENTIONED THE PERSON OF COURSE AND IN A MERGER OF EQUALS LIKE THIS, THE PERSONALITIES CAN BECOME VERY IMPORTANT. YOU ARE EXECUTIVE CHAIRMAN YOU ARE CEO THERE'S A LOT OF -- I WOULD ASSUME -- DECISIONS TO BE MADE ABOUT PERSONNEL. WHO RUNS THIS AND WHO RUNS THAT. WHAT GIVES YOU THE CONFIDENCE THAT YOU GUYS ARE GOING TO BE ABLE TO WORK WELL TOGETHER IN THE FUTURE?

BREEN: WE HAVE BEEN WORKING VERY WELL BY THE WAY LITERALLY DAY AND NIGHT FOR WEEKS JUST AS A POINT.

FABER: IT IS NOT UNIMPORTANT I AM SURE.

BREEN: AND WE REALLY HAVE PLOWED THROUGH THIS PRETTY QUICKLY TO GET TO WHERE WE'RE AT. WE HAVE KIND OF WORKED IT OUT WHERE ANDREW WILL TAKE THE LEAD ON THE PERFORMANCE MATERIALS COMPANY WHICH WILL BE END UP BEING DOW AGAIN AFTER WE TRANSITION AND I WILL TAKE MORE OF THE LEAD ON THE AG COMPANY AND SPECIALTY COMPANY AND SO WE HAVE WORKED THAT OUT. WE'RE BOTH GOING TO HELP EACH OTHER OUT. WE HAVE TO BECAUSE SYNERGIES BY THE WAY THAT IS A HUGE THING FOR US IN THIS DEAL. BUT EVEN THAT WE HAVE KIND OF ARCHITECTED WHO IS RESPONSIBILITY THAT IS AND HOW WE ARE GOING TO HANDLE THAT.

FABER: YOU'RE TALKING ABOUT DELIVERING AT LEAST 3 BILLION IN COSTS SYNERGIES ANOTHER BILLION POTENTIALLY IN GROWTH SYNERGY. WHICH MEANS YOU TWO NEED TO BE ON TOP OF IT.

LIVERIS: WE ARE MOTIVATED TO DO IT. WE ARE INCENTIVIZED. AND THE CHEMISTRY THING -- TYPICALLY THEY HAVE NOT WORKED BECAUSE OF YOUR CHEMISTRY QUESTION. THE GOVERNMENT STRUCTURE HERE THAT ED JUST STARTED TO EXPLAIN, WE PUT A LOT OF THOUGHT INTO THE GOVERNMENT STRUCTURE. BECAUSE THIS IS MERGE, GET THE SYNERGIES, CREATE THE PREMISE FOR THE TWO SPINS AND THE THREE COMPANIES. WE PUT A STRUCTURE IN PLACE TO GET THAT DONE. LET ME GIVE A LITTLE BIT OF A SHOUT-OUT TO ED. HE'S PRACTICAL, PRAGMATIC AND STRAIGHT SHOOTING. I THINK I AM, TOO. I THINK THE TWO OF US WE HAD NO SECRETS IN THE CONVERSATION. WE LEFT OUR EGOS AT THE DOOR TO GET THE VALUE FOR SHAREHOLDERS.

FABER: CAN YOU KEEP DOING THAT AS YOU OPERATE TOGETHER AS A MANAGEMENT TEAM?

LIVERIS: WE'RE MOTIVATED TO DO IT.

FABER: I WONDER ON THAT FRONT SOME WOULD SAY, ALL RIGHT, THESE BUSINESSES KNOW THEY'RE GOING TO BE INDEPENDENTLY TRADED AND LET'S CALL IT THREE YEARS FROM TODAY OR SOMETHING ALONG THOSE LINES. WHAT INCENTIVE DO THEY HAVE ANDREW THEN TO KEEP PERFORMING WELL OVER THIS PERIOD INSTEAD OF SORT OF KEEPING THINGS OKAY BUT WAITING UNTIL THEY BECOME PUBLIC TO REALLY RAMP IT UP FOR THEIR MANAGEMENT TEAMS AND THE LIKE.

LIVERIS: NEITHER HE NOR I WILL ALLOW IT.

BREEN: THERE'S ANOTHER ANSWER TO THAT. I'VE BEEN THROUGH THIS BEFORE SPLITTING UP TYCO INTO FIVE DIFFERENT COMPANIES. IT'S VERY EASY. YOU SAY TO THE MANAGEMENT TEAM AND ESPECIALLY THE PERSON THAT'S GOING TO RUN IT, YOU DON'T GET TO BE THE CEO AND CFO OF THE PUBLIC COMPANY IF YOU DON'T DO A GOOD JOB RIGHT NOW. IT'S A BIG MOTIVATOR.

FABER: YOU HAVE NOT DECIDED YET WHO WILL BE CEOs AT THESE RESPECTIVE COMPANIES.

BREEN: WE WILL DO THAT WITH AT LEAST SIX MONTHS NOTICE FROM THE TIME OF SEPARATION. HOPEFULLY BEFORE THAT EVEN, BUT NO LATER THAN SIX MONTHS.

LIVERIS: AND DAVID, I JUST WANT TO MAKE IT CLEAR THAT WE'RE MOTIVATED TO SET IT UP SO WE CAN ANSWER YOUR QUESTION ON THE PEOPLE SIDE. THE TALENT. ALL OF THE PEOPLE THAT HAVE TO BE STAFFED. I'M NOT MOTIVATED TO BE THE PERSON ON THE OUTBOUND AT ALL. THIS IS AN INCREDIBLE VALUE CREATING DEAL. IF YOU WANT TO CALL IT FULFILLING OF A LEGACY, DO WHATEVER YOU WANT. WE'VE BEEN WORKING ON THIS FOR TEN YEARS AT DOW. IF WE SET IT UP RIGHT, PUT THE RIGHT PEOPLE IN PLACE, THERE'S NOTHING THAT SAYS – AND I'LL SPEAK FOR MYSELF – THAT I'M THE OUTBOUND PERSON. WE HAVE TO SELECT THE BEST PERSON, INSIDE OR OUTSIDE, TO GET THESE JOBS DONE FOR THE FUTURE. NOT JUST GETTING THE SYNERGIES. WE'RE MOTIVATED TO GET THE SYNERGIES AND GET RID OF THE SPINS.

FABER: I WANT TO TURN BACK TO THE NYSE. OF COURSE, JIM CRAMER, WHO YOU BOTH KNOW WELL, HAS A FEW QUESTIONS. JIM, TAKE IT AWAY.

JIM CRAMER: YEAH, SURE. I'M TRYING TO FIGURE OUT THE ROLE OF ACTIVISM IN THIS. I KNOW MR. BREEN WAS SPEAKING ABOUT THE IDEA THAT WHEN ELLEN KULLMAN WAS THERE HE HAD STUDIED THIS. HOW MUCH DID TRIAN HAVE TO DO WITH THIS? WERE THEY INSTRUMENTAL AT ALL? NELSON PELTZ'S ORGANIZATION. BECAUSE IT SEEMS TO BE AND WHEN STOCK WAS AT 55 HE WAS SAYING PLEASE DO NOT GIVE UP ON DUPONT, THERE ARE THINGS THAT COULD GO RIGHT. AND I KNOW FROM MR. LIVERIS, I KNOW THAT DAN LOEB WAS IN YOUR COMPANY AND WHETHER – MANGED TO HAVE TWO BOARD MEMEBERS ON – HOW MUCH OF IT IS JUST PEOPLE WITHIN SAYING BIG SHAREHOLDERS, THIS WILL BE GREAT AND YOU LISTENING TO THE BIG SHAREHOLDERS?

FABER: WHY DON'T WE START WITH TRIAN'S ROLE WITH DUPONT.

BREEN: YEAH, WELL YOU KNOW, SINCE I CAME IN AS THE CEO, I'VE HAD A DIALOGUE WITH NELSON AND ED AND IT'S BEEN VERY CONSTRUCTIVE. I'M GLAD DUPONT DIDN'T DO SOMETHING A YEAR AGO, BECAUSE THIS IS REALLY THE BEST DEAL. I MEAN, WE LOOKED AT EVERY POSSIBILITY, ANALYZED EVERYONE FINANCIALLY. THERE'S NOTHING THAT FINANCIALLY COMPARES TO THE VALUE CREATION FOR DUPONT SHAREHOLDER ANYWHERE NEAR THIS DEAL THAT WE JUST ANNOUNCED. SO I'M REALLY HAPPY WE GOT TO THIS POINT AND CAN TRANSACT THIS DEAL. BUT I'VE BEEN TALKING TO TRIAN, AND BY THE WAY, ABOUT TWO OR THREE WEEKS AGO I DID ASK THEM TO SIGN A NDA AND WE BROUGHT THEM UNDER THE TENT AND GOT THEIR ADVICE ON IT. OBVIOUSLY VERY, VERY SUPPORTIVE OF US DOING THIS DEAL AND ACTUALLY ALSO THOUGHT IT WAS THE BEST TRANSACTION BY FAR THAT COULD HAVE OCCURRED. AND ONE OTHER THING I'LL SAY IN CONVERSATIONS WITH TRIAN, AND THIS IS TRUE WITH OUR OTHER INVESTORS, THEY ASKED A LOT ABOUT HOW IS THE GROWTH GOING TO WORK IN THESE THREE COMPANIES? VERY CONCERNED ABOUT BUILDING THESE COMPANIES UP, PROTECTING THE R&D AND REALLY THINKING LONG TERM ABOUT THE FUTURE. I REALLY APPRECIATED THAT IN MY CONVERSATIONS WITH THEM.

FABER: MR. LOEB HAS A STANDSTILL THAT EXPIRES FAIRLY SOON, TO JIM'S QUESTION. DID HE – WAS THAT AT ALL – DID THAT AT ALL FIGURE INTO HOW YOU WENT ABOUT DOING IT? IS IT A PURE COINCIDENCE YOU ANNOUNCE THIS ON FRIDAY WHEN THE STANDSTILL EXPIRES MONDAY?

LIVERIS: I WISH I WAS THAT GOOD, DAVID, THAT WE COULD BRING TOGETHER THIS MASSIVE TRANSFORMATION OF DOW AND DUPONT. AND ALSO, BY THE WAY, WE ANNOUNCED THE DOW CORNING DEAL TODAY. SO IN ITS OWN RIGHT, IF THIS WAS NOT A DOW DUPONT ANNOUNCEMENT, THAT DEAL ITSELF WOULD GET A LOT OF ATTENTION. COULD I PUT TOGETHER TWO DEALS LIKE THAT TO ARRIVE ON THE DAY BEFORE A STANDSTILL EXPIRATION? I THINK YOU WOULD HAVE TO BE THINKING I WAS A MAGICIAN TO DO THAT. I'M NOT. SO THESE ARE TEN-YEAR DISCUSSIONS FOR US AND TEN-YEAR DISCUSSIONS THAT GOT ACCELERATED IN THE LAST THREE OR FOUR YEARS BECAUSE OF THE AG SIDE. AND CLEARLY, THIRD POINT HAD A VIEW ON THE AG SIDE AS WELL. AND I WOULD BOW TO THEM. AND I WOULD BOW – LOOK, I MET NELSON PELTZ A YEAR AGO. NELSON HAD A LOT OF GREAT IDEAS ABOUT THIS VERY CONVERSATION. I'M VERY OUT THERE WITH THE SHAREHOLDERS AS HAS BEEN REPORTED. WE'VE LISTENED TO ALL OF OUR SHAREHOLDERS. I BELIEVE THIRD POINT GETS A MAJOR WIN OUT OF THIS BECAUSE THEY GET TO SEE THE CLARITY OF THE COMPANY WE'RE CREATING, WHICH I THINK IS WHAT ACTIVISTS REALLY WANT. THEY REALLY WANT TO UNDERSTAND THE CLARITY OF THE VALUE THESIS. I WILL LET ED SPEAK FOR DUPONT. THERE WAS SOME MIX-UP ABOUT THE DOW VALUE THESIS AND WE AS A BOARD HAVE BEEN MARCHING DOWN THIS PATH. LAST FIVE YEARS WE HAVE DIVESTED 13 BILLION OF REVENUE. WE JUST GOT OUT OF OUR CHLORINE BUSINESS, WHICH WE HAVE BEEN IN FOR 118 YEARS. SO THIS DEAL WAS ALWAYS TO BE HAD. THIS DEAL WAS ALWAYS THERE. AND EVERY INVESTOR, INCLUDING ACTIVIST INVESTORS AND THIRD POINT, WHO WE SETTLED WITH. AND THEIR TWO DIRECTORS, BY THE WAY, GREAT DIRECTORS. FIDUICIARY DUTY, DOING THE RIGHT THING. THIS IS A UNANIMOUS APPROVAL TO GET THIS DEAL DONE.

FABER: JIM?

CRAMER: YEAH. ANDREW, YOU KNOW, WE HAVE TALKED MANY TIMES ABOUT HOW I FELT THAT DOW CHEMICALS SHOULD HAVE BEEN A $60, $65 STOCK. MULTIPLES WRONG. YOU BECAME THE FASTEST GROWING LOW-COST PRODUCER. ED BREEN, I HAVE SAID OVER AND OVER AGAIN, THE AMOUNT OF MONEY YOU CREATED AT TYCO WAS EXTRAORDINARY. I FEEL YOU'VE GOT THE BEST AG BUSINESS. I TAKE YOURS OVER MONSANTO. I LOOK AT SPECIALTY PRODUCTS – PLEASE DON'T TAKE THIS PERSONALLY, BECAUSE I KNOW YOU LOVE THE SHOW, BUT THIS IS A RIVAL TO THAT. MATERIAL SCIENCES, LOW COST PRODUCER, FASTEST GROWER. THE MARKET IS MAKING SOME SORT OF WEIRD JUDGMENT. ANDREW, YOUR STOCK, PEOPLE ARE SAYING YOU COULD HAVE GOTTEN TO A HIGHER PRICE BY YOURSELF. IS THAT WHAT THE MARKET IS SAYING? OR DOES THE MARKET JUST NOT UNDERSTAND THE SYNERGIES AND NOT UNDERSTAND THE THREE COMPANIES AND NOT UNDERSTAND HOW MUCH VALUE BOTH OF YOU HAVE CREATED IN YOUR CAREERS?

LIVERIS: WELL, LOOK, THE MARKET ON THE RUMOR, REALLY TRADED US BOTH UP EQUALLY. I THINK WE SHOULDN'T JUDGE IT ON A DAY OR A MOMENT. WE HAVE A LOT OF WORK WE'VE GOT TO DO. THE SYNERGY NUMBER IS POWERFUL, JIM. AND THE SYNERGY NUMBER WILL BE DELIVERED. BOTH ED AND I FEEL IT'S CONSERVATIVE AND WE ALSO FEEL WE CAN GET THE SYNERGY NUMBER AND GET IT QUICK. AND SO THAT'S REALLY IMPORTANT. AND WE'LL BE OUT THERE TALKING TO ALL OF OUR INVESTORS AND REALLY OBVIOUSLY, WE SEE THE POWER OF THAT NUMBER. WE COULD NEVER HAVE DONE THAT ON OUR OWN. JUST BY COMING TOGETHER WE'LL GET THAT SYNERGY NUMBER.

FABER: WE CAN HEAR THE SOUND STARTING UP AT THE EXCHANGE SO WE ONLY HAVE A COUPLE MINUTES BEFORE THE OPENING BELL. BUT THIS POINT OF WELL, WHY NOT HAVE JUST SELL PHELP. YOU KNOW, WHY NOT HAVE SPLIT DOW THE WAY YOU ARE NOW IN THE FUTURE WOULD HAVE BEEN A LOT QUICKER AND CONCEIVABLY YOU COULD HAVE GOTTEN IT DONE IN A MORE EXPEDITIOUS FASHION. WHY WAS THAT NOT A PREFERRED METHOD?

BREEN: LET ME ANSWER PART OF THAT, TOO, AND THEN ANDREW. THIS DEAL, YOU'VE GOT TO UNDERSTAND, IS THE MOST TAX EFFICIENT WAY TO PUT THE PIECES TOGETHER PROPERLY. THERE'S NO TAX. SO BY US PUTTING THE BUSINESS TOGETHER, WE DID NOT JUST FIX THE AG ISSUE, WHICH CREATES THE WORLD LEADING AG COMPANY AS JIM JUST MENTIONED. BUT WE NOW CREATE A SPECIALTY COMPANY THAT IS GOING TO HAVE A NICE MULTIPLE TRADING AGAINST IT. AND DOW PUTS THE RIGHT PIECES FROM DUPONT INTO WHERE THEY BELONG AND WE HAD THE SAME ISSUE WITH DUPONT. A LOT OF CONFUSION ABOUT HOW DO YOU VALUE ALL OF THESE DIFFERENT PIECES. SO WE FIXED THREE STRATEGY PIECES ALL AT ONCE. THEN WE HAVE THE SYNERGIES ON TOP OF IT, THEN WE HAVE OUR GROWTH PLANS ON TOP OF THAT. ALL TAXED EFFICIENTLY AND THAT'S NOT EASY TO NORMALLY DO.

FABER: RIGHT.

LIVERIS: SO IT'S AN ACCELERANT. IY'S AN ACCELEARATE FOR PROPELLANT. BUT BEING TOGETHER, WE CAN GET BIGGER SYNERGY NUMBERS THAN BEING APART. YES, WE DID SERVE, BUT NOTHING LIKE THIS SIZE.

FABER: FINALLY SORT OF THIS IDEA OF WHO IS GOING TO BE RUNNING THESE INDIVIDUAL UNITS. I MEAN, YOU MENTIONED YOU'RE NOT NECESSARILY GOING TO BE OUTBOUND. DO YOU KNOW WHAT YOU WOULD LIKE YOUR ROLE TO BE ONCE – LET'S CALL IT ONCE THIS CLOSES AND THE 18 TO 24 MONTHS HAS TAKEN PLACE? ARE YOU DONE?

LIVERIS: NO. THE EXECUTIVE CHAIRMAN ROLE AND CEO ROLL IS VERY CLEARLY SPELLED OUT. I'VE GOT A DIRECTION TO SET UP MATERIALS. ED'S GOT DIRECTION TO SET UP AG AND SPECIALITIES. FROM OUR BOARDS. THE BOARDS WILL OBVIOUSLY DECIDE THE PACE OF THAT. WE HOPE TO GET IT DONE AS FAST AS POSSIBLE. LOOK, I'VE HAD A TREMENDOUS OPPORTUNITY TO BE CEO OF THE DOW CHEMICAL COMPANY. THE VISION TO GET US HERE HAS BEEN A BOARD DRIVEN VISION AND I'M VERY HAPPY THAT ONCE WE CLOSE THIS DEAL, EXECUTE AND PUT THE PLAN IN PLACE TO GET THE DEAL LAUNCHED, THE SPINS, THEN WE'LL MAKE THE RIGHT SUCCESSION DECISION AND THERE'S NO NEED FOR ME TO BE THAT PERSON.

FABER: RIGHT. SO JIM GALLOGLY, A BOARD MEMBER WHO RAN LYONDELL'S, POSSIBLE HE WILL RUN MATERIALS?

BREEN: JIM IS A GREAT BOARD MEMBER AND I TALK TO JIM ALL THE TIME. AND OBVIOUSLY HE LOVES AND UNDERSTANDS THIS INDUSTRY. BUT JIM IS ALSO 63 YEARS OLD.

FABER: OK. GENTLEMEN, WE HAVE TO LEAVE IT THERE. I COULD GO ON FOR A LONG TIME, BUT THANK YOU FOR TAKING THE TIME OF COURSE, ON THIS DAY. AND I'M SURE YOU'LL GET SOME REST AT SOME POINT. ANDREW LIVERIS, CEO OF DOW CHEMICAL AND ED BREEN, CEO OF DUPONT. SOON TO BE DOW DUPONT.

LIVERIS: YOU GOT IT.

BREEN: YEAH.

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