Filed by The Dow Chemical Company
Pursuant  to  Rule  425 under the Securities Act of 1933, as
amended,  and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, as amended Subject Company:
The Dow Chemical Company Commission File No.: 001- 03433

The Dow Chemical Company
2Q 2015 Earnings Conference Call
July 23, 2015
The Dow Chemical Company



DCP - Olin Transaction Update
Structure and Considerations
Reverse Morris Trust structure - split-off intention
Total value of ~$5.6B, pre-tax consideration ~$9B;
~$2.0B Cash and Cash Equivalent
~$0.9B cash dividend
~$1.1B debt exchange
~$1.1B Assumption of liabilities
~$0.6B debt
~$0.5B pension
~$2.1B in Olin common stock
87.5MM Olin shares @ $24.5/share
~$0.4B Ethylene capacity rights
~$5.6B in value
Impact - Dow's Capital Structure
 2Q 2015 Pro Forma Impact
Cash $6.2B     ~$1.3B
Debt $19.7B     ~$1.6B
Pension (4Q14) $8.35B     ~$0.5B
Share Count 1.15B     ~40MM shares
Dividend p.a. ~ $1.9B     ~ $65MM p.a.

Clearances Required

Termination/expiration  of  the  waiting  period  under U.S.
antitrust   regulations;  waiting  period  expired  June  11
Foreign  anti-trust  clearances  (Turkey,  Russia, Poland) -
announced  by  Olin  July 6 Receipt by Dow of Private Letter
Ruling, approved (announced July 17) Pending

Effectiveness of S-4 registration statements
Olin   proxy   statement   filing  and  approval  by  Olin's
shareholders of share issuance and Olin charter amendment


The  values  presented  on  this slide are subject to market
volatility and execution costs.




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 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
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 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