Good morning, and welcome to the Olin First Quarter 2015 Earnings Conference Call. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Joseph Rupp, Chairman and CEO. Please go ahead, sir.

Good morning and thanks for joining us today. With me this morning are John Fischer, our President and Chief Operating Officer; John McIntosh, Senior Vice President of Chemicals; Todd Slater, Vice President and Chief Financial Officer; and Larry Kromidas, our Assistant Treasurer and Director of Investor Relations. Last night, we announced that net income of the first quarter of 2015 was $13.1 million or $0.17 per diluted share, which compares to $29.5 million, or $0.37 per diluted share, in the first quarter of 2014. Sales in the fourth quarter of 2015 were $518 million, compared to $577 million in the first quarter of 2014. First quarter 2015 results included acquisition related cost of $10.4 million mark-to-market adjustments on the stock-based compensation expenses of $6.9 million and pretax restructuring charges of $1.2 million. The first quarter of 2015 was a significant one for Olin. We announced a transformational transaction to acquire a significant portion Dow Chemicals chlor alkali and downstream derivative businesses. In addition there were positive developments in each of our three businesses. The chlor alkali business overcame a series of first quarter customer and company planned and unplanned outages which included a 23 day force majeure on chlorine. We began the second quarter with operating rates near 90%. During the first quarter chlorine prices increased for the first time in four years and the first quarter 2015 ECU netbacks improved from the fourth quarter 2014 levels. The chemical distribution business experienced a turnaround in the first quarter of 2015 when compared to the first quarter of 2014 and it was driven by the increased sale of Olin produced bleach, hydrochloric acid and potassium hydroxide. Winchester had a strong first quarter supported by the growing level of cost savings generated by our ongoing Centerfire Ammunition relocation project. We now expect…

Thank you, Joe. Let me begin with Chlor Alkali. During the first quarter of 2015 the ECU net back was approximately $505 per ton compared to approximately $520 per ton in the first quarter of 2014, and the fourth quarter of 2014 level of approximately $490 per ton. Both chlorine and caustic soda prices improved sequentially from the fourth quarter. In the second quarter of 2015 we expect the ECU net backs to increase compared with the first quarter of 2015 and the second quarter of 2014 levels. The sequential improvement in ECU net backs reflects chlorine pricing. Chlorine price in indices increased $20 per ton in March 31, 2015 which is the first increase in the chlorine price index since second quarter of 2011. We expect additional increases in chlorine prices to occur as the industry answers the seasonally stronger second and third quarters. Chlorine demand in our system has been strengthening going into the traditionally stronger demand period. The combination of customer outages and Olin planned and unplanned outages, resulted in first quarter 2015 closing shipments declining 15% compared to the first quarter of 2014. Several of our larger chlorine customers had planned and unplanned maintenance outages, and during a scheduled maintenance outage at our Macintosh Alabama facility, we determined that additional maintenance work was required beyond what was anticipated. This additional work cost the outage to be extended by approximately 10 days. Primarily as a result of this extended outage our first quarter 2015 operating rate of 81% was lower than it was originally forecasted. The estimated in given the cost of the Macintosh outage in the quarter was $4 million to $5 million. As we said, chlorine demand in our system has been strengthening going into our traditionally stronger second and third quarters, which are driven…

Thanks, John. First, I’d like to discuss the balance sheet and the 2014 cash flow. Cash and cash equivalents at March 31, 2015 totaled $196.8 million compared to $242.9 million at March 31, 2014. During the first quarter of 2015 working capital employed increased by approximately $53 million. This is consistent with our normal pattern. Olin typically experiences seasonal working capital growth during the first two quarters of the year, of between $50 million and $100 million, followed by decreases in the second half of the year. The first quarter 2014 working capital increased, was approximately 68 million. Capital spending in the first quarter of 2015 was $23.3 million. Depreciation and amortization expense in the first quarter of 2015 was $34.4 million. 2015, continued to forecast that capital spending will be in the $120 million to $130 million range and that depreciation and amortization expense will be in the $140 million to $145 million range. During the first quarter, Olin repaid $1 million of term loan debt that matured under the amortization schedule. During 2015, there will be $16.4 million of payments on maturing debt. Now turning to the income statement. In the first quarter of 2015, included acquisition cost of 10.4 million associated with advisory, illegal, accounting and other professional fees. Interest expense included $400,000 for financing fees. In the second quarter of 2015 we expect acquisition related cost approximately $8 million, and acquisition financing expenses of approximately $10 million to being prudent in interest expense. Selling and administration expense increased by 3.5 million in the first quarter of 2015 compared to the first quarter of 2014. This year-over-year increase was primarily due to higher stock-based compensation expense of $7.6 million which includes Mark-to-market adjustments partially offset by a lower legal and legal related settlement cost of $1.4 million,…

[Operator Instructions] The first question comes from Frank Mitsch of Wells Fargo, please go ahead.

Hey, Joe, I know it's only been a month, but I have to ask, what your latest and greatest thoughts are on the RMT with Dow? Where do you think the approval processes stand? When do you think that you may be able to finish it up, and has there been anything positive or negative that has surfaced over the past month, as you've gone through this process?

I would say only positive, as we continue to look at the future for the combined entity, Frank. From a transaction perspectives we talked about, it will close in the later third quarter or early sometimes in the fourth quarter. And you have the three things, the regulatory approvals, the tax approval, Olin shareholder vote and then the financing, all the stuff that has to happen before it close. But we are fully confident, it's going to close this fall. So I'm looking forward to that moment.

All right. Terrific. Thank you. And I just -- I had a clarification on the guidance for Q2, with respect to chlor alkali, because you're guiding it to be flat. And I believe when John went through it, he was talking about the planned incremental maintenance being $5 million to $7 million. I believe the incremental maintenance in addition to what you thought at -- you'd spent in McIntosh was $4 million to $5 million. So just a few million dollar difference there, and then, of course, you did mention the HCL negative impact of $5 million. So call it $7 million or $8 million, from those sort of items. But you're talking about better operating rates. You're talking about better ECU pricing which is always nice too -- which is always nice to hear. Where might the delta be, in terms of why you're thinking it would only be kind of flat with the Q1 level?

Frank, if you look at the pattern that we have in terms of our electricity costs, they typically are quite a bit higher in the second and third quarter. So Q1 to Q2 there is a big change negatively in the electricity.

All right. That's the delta there then.

Our next question comes from Christopher Butler of Sidoti & Company, please go ahead.

I was hoping that you might be able to walk us through the chlor alkali pricing environment. You talked about the chlorine price increase. There's caustic soda talk going on as well. Could -- give us your outlook here, as this second quarter progresses?

This is John, Chris. Let's talk about caustic first. We don't see, even though we have announced, the industry has announced price increases every quarter [indiscernible] as far back short-term memory exists, we'll get to see any of those price increases being accepted into the market place and as we look at caustic prices going forward, there are set of price increases that have been announced, that are out there now as there appears to be. There is no acceptance of caustic in our system. It's balanced to slightly long, and that's with some of the outages that we had in the first quarter. And when you look at the rest of the industry there were a lot of scheduled producer outages also in the first quarter. So even with all of that we are seeing caustic tight enough to help drive any price increases. Chlorine is different. We finally have seen strength in chlorine. And that has translated into the first time in four years, where we have actually seen chlorine price increases stick in the marketplace. So we are predicting, we are forecasting an improvement that helping drive our ECU pricing improvement between first quarter and second quarter. We're predicting that that will continue and we will see some additional chlorine pricing improvement in the second half of the year.

And as far as the chlor alkali business, could you talk about the impact of falling oil prices here over the last six months? Anything with the hydrochloric maintenance going on here, that's tied in with the lower oil or reduced demand?

That's the place we've probably seen the most impact to our businesses in the oil fields. Rig counts are as low in the oil fields now as they have been since 2010. And exact number is different depending upon which source you look at, but just a set of macrolevel the rig count is low. There a lot of rigs -- there a lot of wells that are down. The wells that are operating are much more efficient and they are much better able to control, how often you they need to fract those wells to keep them operating. And so that's just led to -- that's been the net effect in the oil field since the change in oil prices and be of seen it in our HCL business. And although in the first quarter we did hold on to volumes pretty well. And we did see weakness in price and we will see that really manifests itself in second quarter pricing in the oil field and as we mentioned in our remarks that impacted alone is about a $5 million, here to our second quarter forecast.

Would there be a corresponding hit to the distribution business from that outage as well?

Our distribution business is not typically focused on selling into the oil pads as we are [indiscernible] they have a much broader spectrum of small volume users that they are servicing. So we don't expect to see the same price or volume impact in the distribution side.

Our next question comes from Jason Freuchtel of SunTrust, please go ahead.

Does your guidance for 2Q 2015 corporate and other expenses assume the stock-based compensation expense will be similar to the experience in 1Q?

This is Todd, no, that's not what we are guiding. But we are saying the overall cost will be comparable and we are saying that the environmental cost will be up from first-quarter to second quarter. I think the first quarter was 700,000; we're saying the second quarter will be $2 million to $4 million.

Okay. But if I -- if the stock-based compensation increased $6.9 million, and say, it doesn't really increase that much in 2Q, should you see maybe a potential benefit, relative to what you're guiding to?

Our guidance is that we think they will be compatible.

Okay. Fine. Thank you. And how much did the force majeure impact the operating rate in 1Q?

It was about a 3% to 3.5% impact on our operating rates associated with the outage of Macintosh.

Okay. And it sounded like you don't think that the caustic increases will go through in the market. What is your view on, if the chlorine operating rate remains high, could there be a potential decline in the caustic pricing?

If you look historically, when the industry has reached an inflection point, although inflection point in the market and started to recover, chlorine has typically led that recovery both in terms of volume and price, and that has a natural consequence, putting some pressure on caustic price. We believe that if that's what plays out this time there will be some pressure but we don't forecast that the pressure will be significant enough to negate the chlorine pricing opportunity that will be in front of us. And I think the most important thing as we've said, ECU pricing, the total ECU pricing improved fourth quarter to first quarter and is going to improve first quarter the second quarter which means that chlorine is going to overcome some of the decline in costing.

Our next question comes from Herb Hardt of Monness, please go ahead.

My question relates to the combined entities. Once the transaction with Dow takes place, how much of your product will be outside the U.S.?

About 35% of our revenue of the combined entity would be outside the U.S.

Our next question comes from Dan Carson of Susquehanna, please go ahead.

This is Bobby Jordan for Don Carson. So you mentioned that Q1 tightness in caustic has yet translate into higher caustic pricing. But it seems that at least in the second half of April, there was some additional tightness. Do you believe that you get any sort of price increase on the caustic side, maybe in the second half of the year? And does your full-year guidance assume any type of pricing improvement for caustic, or do you just assume that's flat?

From the standpoint, we have seen export pricing go up in the second half of April which is -- has in times in the past been a precursor, it actually seeing contract prices move, whether contract prices more not at this point in time something that I wouldn't predict because there's so many variables associated with it. We would believe overall the second half of the year will reflect improved ECU pricing and how that falls out between chlorine and caustic is just yet to be seen.

Okay. And early in the year, you guided in the $340 million to $380 million in EBITDA for the full year, which included the $6 million of restructuring charges. Are you adjusting for the incremental acquisition costs in your latest guidance?

Yes, we are.

And our next question comes from John Roberts of UBS.

It sounds like the Winchester outlook is better for the year, and the first quarter adjusted EBITDA was in line. So why aren't you raising the adjusted EBITDA guidance for the rest of the year?

Well I think John if you looked full year and you looked at what the second quarter guidance is it suggest that the second half in chloralkali needs to be stronger and that based on price increase that are not quite in place yet. So we're being cautious.

Okay and then what's the outlook for chlorine outside of bleach and hydrochloric right now. Things like TiO2 and urethanes, et cetera?

We believe that those segments will see improvement over the first quarter, especially urethanes we have a lot of customers in urethanes segment that had planned outages in the first quarter, we believe that we will see improvement in the seasonal part of some of those businesses, we will see improvement in the construction of season and so we are forecasting improved demand from those segment in the second half of the year.

Our next question comes from Arun Viswanathan from RBC. Please go ahead.

I guess, my question is also on the pricing environment. I guess, I'm trying to understand the chlorine move. What do you think is driving the near-term strength in chlorine? Is it seasonality from constructions markets? Do you have any confidence that this could persist greater than the second quarter kind of restocking?

Yes we do. We believe the overall ECU pricing will reflect improved chlorine, flat maybe slightly declining in caustic price but net-net we will see overall ECU pricing improvement in the second half of the year and we believe that will be driven by the typical segments we see recovering the first band which are the ones that are associated with infrastructure vinyl urethane, Tio2 that’s the best information we have. We also believe as trends have settled out in the export markets that North American chlorine derivative producers will be in a position to support export markets around the world. We're still the lowest cost place to produce these derivatives and although information is only available for January of this year because of lagging in reporting, we have seen chlorine equivalence improve in the first month of the year relative two year ago from an export standpoint. So as we look forward, we believe will be strength across that broad segment.

And I guess, similarly looking out longer-term, we've had a lot of fits and starts to ECU margins over the last couple of years. It seems like we get some momentum on chlorine, but then that's dissipated on the caustic side. Is there anything that's different that's going on right now, that leads you to really believe that ECU margin will be higher? Or what are those components in the second half, and potentially in 2016?

Well, I can take a couple of things. We are seeing strength in operating rates, we have seen some capacity rationalization across the industry and we think that, in part which providing a tighter operating rate environment. We also, quite frankly have seen over the last couple years a significant amount of chlorine that used to service the merchant market withdrawn from the lab to service the HCL burners that are being invested in by other on purpose asset producers. So we believe that there is some change in when chlorine going into the merchant market as a result of that. So those are the things that are different in the last couple of years. We believe they'll manifest towards a difference in the pricing environment.

That's helpful. Just as a follow-up, with the lower oil and gas activity, is there any risks that we're oversupplied ultimately on the HCL side, looking out over the next couple of years?

I believe we're already seeing, at least on the pricing side the impact of all of the HCL capacity that has come online in the last couple years and I think that the big flywheel in that is what the by-product guys are doing and how they're running their plants and how much by-products, they have is you know making it to the market. But we believe over that period of time, all of those balances will work themselves out and that we're not at a point where there's a significant amount of downside in front of us but we're at a point where that market stabilized and we should start to see some gradual improvement.

Our next question comes from Dmitry Silversteyn of Longbow Research. Please go ahead.

Great. Just want to make sure I heard you correctly, did you say that the chlorine pricing was up about $20 a tonne sequentially, in the first quarter versus the fourth? Or is that what you're expecting to be up in the second quarter versus the first?

We said that the index was up in the first quarter $20 compared to the index at the end of the year.

Got you. And then, typically you guys lag by about a quarter I think, is that correct on the index?

We said qualitatively chlorine pricing was better in Q1 for us thank Q4, we didn't give a number we just did the index change.

Fair enough. And as far as HCL pricing, is the only thing impacting the sort of the level of demand and the level of pricing in that business, the change in demand from the fracking and the drilling market? Or are there other areas where that's putting pressure either on pricing, or is there a new capacity that's coming online that's putting upward pressure on supply?

The steel, HCL consumed in steel has been down, the steel imports coming in this country [indiscernible] but that’s removed some demand in the short term from the steel side. There has also been some change in demand on the food side as well but I would say probably that the biggest demand change, I am going to see how it has been associated with the oil and gas but not the only demand trend.

And then just, I guess both -- I don't know if I call it a theoretical question or a modeling question but your utilization rates were up sort of meaningfully in the low 80%s, versus where they were a year ago, but chlorine pricing was up sequentially, but you just didn't see that lever, in terms of operating margin on the chlor alkali side of the business. So can you -- one of thesis that's been put forward by you, is that the higher chlorine pricing, even if they're offset by the lower soda pricing, will still be positive for you, because it implies high utilization rates, and therefore higher fixed cost absorption and incremental margin. So it should still be positive for March, and that didn't seem to play out in the first quarter. So can you sort of talk about what held you back, and how we should think about that going forward?

The operating rate Dmitry was 81% in the first quarter which is below the point where we've said that occurs. We have really talked about that leverage point of being running consistently above 88% to 90%. So while we are positive in terms of the movement of operating rates we haven't really reached the point where I would say we that -- we're at optimal from a fixed cost absorption and profitability standpoint.

So the real leverage is going to come in the second and third quarters, when you get utilization rates up into the hopefully, high 80%s, if not low 90%s?

That’s correct.

And next we have a follow up from John Roberts of UBS. Please go ahead.

Thank you. Have you said anything yet, in terms of how you tend to be -- you intend to be organized, once you close the Dow transaction, how many segments you might have? I know Winchester will still be separate, but on the chemical side, how do you think you'll be structured?

John, we have not made any public statements with regard to that. As you know we're still dealing with the regulatory agencies et that’s true but at the appropriate time we will talk about that.

Our next question comes from James Finnerty of Citigroup. Please go ahead.

Good morning. Just one quick credit question, in terms of the balance sheet, I believe you've stated where you would like to get leverage over time. But in the longer-term, would you target investment grade ratings and do you think your business mix would warrant that from the agencies?

I think we believe that over the long haul, after the Dow acquisition is complete and we work through the capital spending we’ve talked about, it’s metal to achieve synergies and the transition costs we would be in a position to achieve investment grade. [indiscernible] metrics for sure and we have to say. They are not going to run he business on the basis of achieving investment grade rating.

And if the agencies asked, would -- if the agencies asked if you want to obtain change investment grade ratings, if that is was a strategic objective, would the answer be yes or no?

The answer will be we are aspired to run the business with investment grade metrics.

Got you. And just one follow-up. I know this question was asked on the March call. But I know the Winchester segment will be part of Olin for the next two years post the transaction. But longer-term, is there potential for that to be no longer a part of Olin, because in the past you've stated that, if the right transaction came along, and it was big enough that you would consider divesting of Winchester?

The key part of that we would get rid of it, if we needed to help finance the transactions. Its true that they don’t needed financial transaction and I think it’s always an option for us but as we have said it has got low tax basis, so the real issue there is to make sure that we make a value creating transactions. So it’s certainly something that we will always think about.

But it is performing at a very high level.

Our next question is a follow up from Arun Viswanathan from RBC Capital Markets. Please go ahead.

Thanks, guys. I just had a question about your commentary on the export side. Is it the case that you're seeing -- can you comment on what you're seeing regionally? I guess, most of the intelligence out there, is that Latin America is still pretty challenging. Have you seen a shift there, or is this a shift in Europe, or to Asia? Or where are you seeing the strength on the export side?

Are you talking about export caustic?

Yes exactly.

We have really not seen much change in all the export markets that North America typically stars, typically South American, Brazilian markets and that’s continued to be the case. On export caustic numbers volumes have been really flat over the first quarter of relative to last year first quarter. So we haven’t seen much change and really there is not being much change in the markets that have traditionally been served by exports either.

Okay. I just -- I thought you said that, that there was some improvement on the pricing in the second half of April, and that would ultimately translate to contract going up?

I was talking about chlorine derivative exports, not caustic when I say that.

This concludes our question and answer session. I would like to turn the conference back to over to Joseph Rupp for any closing remarks.

Thank you for joining us today and we look forward to reporting the results of our second quarter in July. Thank you.