SEC Disclosure Rules
Some of our comments today include statements about our
expectations for the future. Those expectations involve
risks and uncertainties. Dow cannot guarantee the accuracy
of any forecasts or estimates, and we do not plan to update
any forward-looking statements if our expectations change.
If you would like more information on the risks involved in
forward-looking statements, please see our annual report and
our SEC filings.
In addition, some of our comments reference non-GAAP
financial measures. Where available, presentation of and
reconciliation to the most directly comparable GAAP
financial measures and other associated disclosures are
provided on the Internet at www.dow.com/investors. This
document also contains statements about Dow's agreement to
separate a substantial portion of its chlor-alkali and
downstream derivatives business, distribute the business to
Dow shareholders and then merge it with a subsidiary of Olin
Corporation (the "Transaction"). Many factors could cause
actual results to differ materially from these
forward-looking statements with respect to the Transaction,
including risks relating to the completion of the
transaction on anticipated terms and timing, including
obtaining shareholder and regulatory approvals, anticipated
tax treatment, unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, synergies,
economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies
for the management, expansion and growth of the new combined
company's operations, Olin's ability to integrate the
business successfully and to achieve anticipated synergies,
and the risk that disruptions from the Transaction will harm
Dow's or Olin's business. While the list of factors
presented here is considered representative, no such list
should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may
present significant additional obstacles to the realization
of forward looking statements. Consequences of material
differences in results as compared with those anticipated in
the forward-looking statements could include, among other
things, business disruption, operational problems, financial
loss, legal liability to third parties and similar risks,
any of which could have a material adverse effect on Dow's
or Olin's consolidated financial condition, results of
operations or liquidity. Dow does not assume any obligation
to provide revisions to any forward looking statements
should circumstances change, except as otherwise required by
securities and other applicable laws. Important Notices and
Additional Information In connection with the proposed
transaction, Blue Cube Spinco Inc. ("Spinco") has filed a
registration statement on Form S-4/S-1 containing a
prospectus and Olin has filed a proxy statement on Schedule
14A and a registration statement on Form S-4 containing a
prospectus with the SEC. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE REGISTRATION STATEMENTS/PROSPECTUSES AND
PROXY STATEMENT AND ANY FURTHER AMENDMENTS WHEN THEY BECOME
AVAILABLE AS WELL AS ANY OTHER RELEVANT DOCUMENTS WHEN THEY
BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PARTIES AND THE PROPOSED TRANSACTION. Investors
and security holders may obtain a free copy of the
prospectuses and proxy statement (when available) and other
documents filed by Dow, Spinco and Olin with the SEC at the
SEC's web site at http://www.sec.gov. Free copies of these
documents and any further amendments, once available, and
each of the companies' other filings with the SEC may also
be obtained from the respective companies by directing a
written request to Olin at 190 Carondelet Plaza, Clayton, MO
63105. Attention: Investor Relations or Dow or Spinco at The
Dow Chemical Company, 2030 Dow Center, Midland, Michigan
48674, Attention: Investor Relations. This communication is
not a solicitation of a proxy from any investor or security
holder. However, Olin, Dow, and certain of their respective
directors, executive officers and other members of
management and employees, may be deemed to be participants
in the solicitation of proxies from shareholders of Olin in
respect of the proposed transaction under the rules of the
SEC. Information regarding Olin's directors and executive
officers is available in Olin's 2014 Annual Report on Form
10-K filed with the SEC on February 25, 2015, and in its
definitive proxy statement for its annual meeting of
shareholders filed March 4, 2015. Information regarding
Dow's directors and executive officers is available in Dow's
Annual Report on Form 10-K filed with the SEC on February
13, 2015, and in its definitive proxy statement for its
annual meeting of shareholders, filed March 27, 2015, and a
supplement to the proxy statement filed March 31, 2015.
These documents can be obtained free of charge from the
sources indicated above. Other information regarding the
participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, is contained in the registration statements,
prospectuses and proxy statement and other relevant
materials filed with the SEC. This communication shall not
constitute an offer to sell or the solicitation of an offer
to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act
of 1933, as amended.
Trademark of The Dow Chemical Company or an affiliated
company of Dow. "EBITDA" is defined as earnings (i.e., "Net
Income") before interest, income taxes, depreciation and
amortization. "Operating EBITDA" is defined as EBITDA
excluding the impact of Certain items. "Operating EBITDA
margin" is defined as "Operating EBITDA" as a percentage of
reported net sales. "Adjusted sales" is defined as "Net
Sales" less prior period divestitures, current period
acquisitions and sales of the Hydrocarbons and Energy
businesses. "Operating Return on Capital" is on a trailing
twelve-month basis and defined as Adjusted Net Operating
Profit After Tax divided by Average Total Capital. "Free
Cash Flow" is defined as Cash from Operations less Capital
Expenditures.
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