8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  April 26, 2012

OLIN CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	1-1070	13-1872319
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

190 Carondelet Plaza, Suite 1530 Clayton, MO (Address of principal executive offices) 63105-3443 (Zip Code)

(314) 480-1400

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07.                      Submission of Matters to a Vote of Security Holders.

a. and b.

   The 2012 annual meeting of the shareholders (the “meeting”) of the Company was held on April 26, 2012.  Of the 80,135,791 shares of Common Stock entitled to vote at such meeting, 71,748,422 shares were present for purposes of a quorum.  The voting results for each of the three proposals submitted for vote by the shareholders are set forth below.

Proposal 1 - Three Class III Directors were elected at the meeting, for a term of three years, as follows:

	Votes For	Votes Withheld
Donald W. Bogus	56,995,196	2,206,728
Philip J. Schulz	58,361,221	840,703
Vincent J. Smith	57,026,560	2,175,364

There were 12,546,498 shares non-voted by brokers related to the election of the Class III directors listed above.

The shareholder votes at the meeting on proposals 2 and 3 were as set forth below:

	Votes For	Votes Against	Abstentions	Broker Non-Votes
Proposal 2 – Conduct an advisory vote to approve the compensation for named executive officers	55,763,115	2,687,554	751,255	12,546,498
Proposal 3 - Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2012	70,463,827	1,109,415	175,180	0

c. and d.

Not applicable.

Item 7.01.                      Regulation FD Disclosure.

In accordance with General Instruction B.2., of Form 8-K, the following information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.  Olin disclaims any intention or obligation to update or revise this information.

Attached as Exhibit 99.1 and incorporated herein by reference, is a copy of the slides which will be presented at the Barclays Capital Chemical ROC Stars Conference in New York City on May 3, 2012.

Item 9.01.                      Financial Statements and Exhibits.

Exhibit No.	Exhibit
99.1	Presentation slides for meeting on May 3, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OLIN CORPORATION

By: /s/ George H. Pain                                                                

Name: George H. Pain

Title:   Senior Vice President, General Counsel and Secretary

Date:  May 2, 2012

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Presentation slides for meeting on May 3, 2012.

EX-99.1

1

Barclays Capital

Chemical ROC Stars ConferenceMay 3, 2012

Exhibit 99.1

2

Company Overview

All financial data are for the quarter ended March 31, 2012, and the years ending December 31, 2011 and December 31, 2010. Data are
presented in millions of U.S. dollars except for earnings per share.2011 results include a pretax $181 million gain associated with the
remeasurement of Olin’s SunBelt interest, or $1.30 per share.Additional information is available atwww.olin.com.

Winchester

Chlor Alkali

Third Largest North American Producer of
Chlorine and Caustic Soda

Q1 2012FY 2011FY 2010

Revenue:$ 360$ 1,389$ 1,037

EBITDA:$96$331$192

Income:$74$245$117

A Leading North American Producer of Small
Caliber Ammunition

Q1 2012FY 2011FY 2010

Revenue:$ 148$ 572$ 549

EBITDA:$14$49$73

Income:$11$38$63

Revenue:$ 507$ 1,961$ 1,586

Pretax Income:$61$    380 $      77

EPS (Diluted):$.48$   2.99$.81

Q1 2012FY 2011FY 2010

Olin Corporation

3

Investment Rationale

•Leading North American producer of Chlor-Alkali

•Leading producer of industrial bleach with additional growth
opportunities

•Leading producer of burner grade hydrochloric acid

•Favorable industry dynamics for both businesses

•Winchester’s leading industry position

•Significant cost reduction program underway

•Strong balance sheet, positive earnings outlook

•342nd consecutive quarterly dividend declared

4

Improving EBITDA

•Since 2000, net chlor alkali capacity
has been reduced in North America
by approximately 7%

•The North American chlor alkali
industry has consolidated

•Olin’s acquisitions have been
immediately accretive to earnings

•Downstream bleach and HCl growth
has increased earnings and margins

•Winchester post surge profits are
greater than pre-surge profits

•Centerfire relocation to MS will
increase Winchester EBIT by $30
million per year when complete

•Q1 2012 EBITDA is the highest Q1
EBITDA in the Company’s history

Olin Adjusted EBITDA

5

Chlor Alkali Process

ECU = Electrochemical Unit; a unit of measure reflecting the chlor alkali process outputs
of 1 ton of chlorine, 1.13 tons of 100% caustic soda and .03 tons of hydrogen.

North
American
Position

Percent
of 2011
Revenue

#2

#3

#1
Industrial

#1
Merchant

#1
Burner
Grade

50%

10%

4%

9%

26%

1%

Raw Materials

BRINE+ELECTROLYSIS=PRODUCTS

Caustic Soda - 1.13 Tons

(Sodium Hydroxide)

(Potassium Hydroxide)

Bleach

(Sodium Hypochlorite)

Chlorine - 1 Ton

Potassium Chloride

or

Sodium Chloride

KOH - 1.59 Tons

HCl

(Hydrochloric Acid)

Hydrogen Gas - .03 Tons

KOH

or

Caustic Soda

Chlorine

Hydrogen

6

Integrated Vinyls Producers

7

Mercury Transition Plan

•Olin currently operates 2 mercury cell plants representing
approximately 360,000 ECUs or 17% of our total capacity

•By the end of 2012, Olin expects to convert 200,000 ECUs
of mercury cell technology to membrane technology and will
shutdown the remaining 160,000 ECUs

•This project will right size our capacity in the region, service
our local customers with the latest technology, reduce our
electricity costs, and close our highest cost chlor alkali plant

•Estimated capital expenditures of $160 million are expected
over 2011 and 2012, aided by $41 million of low-cost
Tennessee-sponsored tax-exempt financing

8

Capacity Rationalization

Favorable Industry Dynamics

Acquisition
Date

Position

Source: CMAI.

Industry Consolidation

1.26 million

tons of capacity

rationalized;
7.3% of 2000

capacity

16,040

17,300

2007

2004

•Acquired by Olin

•725,000 Short Tons ECU Capacity

•4.7% of North American capacity

•Acquired by OxyChem

•859,000 Short Tons ECU Capacity

•5.5% of North American capacity

Pioneer

Vulcan

2010

•Acquired by Cydsa/Iquisa

•45,000 Short Tons ECU Capacity

Mexichem

2011

•Olin acquired PolyOne’s 50%
ownership in the SunBelt JV

•176,000 Short Tons ECU Capacity

PolyOne

2011

•Acquired by PPG

•70,000 Short Tons ECU Capacity

Equa-Chlor

9

Diverse Customer Base

Chlorine

Caustic Soda

North American Industry

Olin Corporation

Source: CMAI and Olin 2011 demand.Includes sales of SunBelt.

Chlorine: “Organics” includes: Propylene oxide, epichlorohydrin, MDI, TDI, polycarbonates. “Inorganics” includes: Titanium dioxide and bromine.

Caustic Soda: “Organics” includes: MDI, TDI, polycarbonates, synthetic glycerin, sodium formate, monosodium glutamate. “Inorganics” includes: titanium dioxide, sodium silicates, sodium cyanide.

10

Bleach Plants

39

Tacoma, WA

Tracy, CA

Santa Fe Springs, CA

Henderson, NV

St. Gabriel, LA

Augusta, GA

Charleston, TN

Niagara Falls, NY

Becancour,

Quebec

Olin’sGeographicAdvantage

Location	Chlorine Capacity (000s Short Tons)
McIntosh, AL	426 Diaphragm
McIntosh, AL - SunBelt	352 Membrane
Becancour, Quebec	297 Diaphragm 65 Membrane
Niagara Falls, NY	300 Membrane
Charleston, TN (1)	226 Mercury
St. Gabriel, LA	246 Membrane
Henderson, NV	153 Diaphragm
Augusta, GA (1)	75 Mercury
Total	2,140

•Access to regional customers including bleach and water treatment

•Access to alternative energy sources

–Coal, hydroelectric, natural gas and nuclear

(1)Announced the conversion of 200,000 tons of mercury cell technology to membrane cell technology at the Charleston, TN facility

and the closure of the mercury cell facility in Augusta, GA, both are expected to be completed by 12/31/12.

11

Industrial Bleach

•Olin is the leading North American bleach producer with 18% market
share and planned capacity additions will provide Olin the ability to
double market share by 2013

•Bleach utilizes both chlorine and caustic soda in an ECU ratio

•Bleach commands a premium price over an ECU

•Demand is seasonal, but not cyclical

•Regional nature of the bleach business benefits Olin’s geographic
diversity, further enhanced by Olin’s proprietary railcar technology

•In 2012, 3 new HyPure® Bleach investments will add 50% more bleach
capacity to the Olin system, extend shelf life and lower freight costs

•Q1 2012 bleach shipments increased 8% over Q1 2011 levels and we
now have the capacity to convert 12% of our ECUs into bleach

12

Bleach Growth is a Key Objective

•Olin bleach volume delivers steady growth

•Key bleach target segments include water
treatment, consumer products, food, farming
and pool chemicals

•Increased stability and shelf life

•Reduced transportation costs

•Larger shipping radius

•Proprietary Olin advantages

•Potential new category of consumer products

OLIN HYPURE® BLEACH

AND RAILCAR DELIVERY WILL

IMPROVE ACCESS TO THE MARKET

13

Hydrochloric Acid

•HCl demand is strong, primarily from oil and gas exploration,
resulting in Q1 2012 volumes up 10% over Q1 2011 levels

•Demand for HCl is currently higher than supply

•By-product HCl accounts for 75% of the market supply, but
availability is subject to urethane and fluorocarbon demand

•Currently 25% of HCl market supply is “Burner-grade” or “on-
purpose” HCl

•Burner grade HCl is a reliable source, and while a small cost
component in oil and gas exploration, is critical to the process

•Olin has the ability to convert 8% of our capacity into HCl sales

•Favorable HCl pricing and volumes contributed approximately
$9 million more in EBIT during Q1 2012 over Q1 2011

14

Growing HCl Demand

North American HCl Supply

•Burner acid is the only growing HCl supply source

•75% of HCl is supplied by Gulf byproduct producers

•Byproduct HCl availability is less reliable than burner

•Olin is ideally positioned to serve the West & North

North American HCl Demand

•Oil & Gas demand has outstripped supply

•U.S. steel industry demand is recovering

•Diverse demand segments grow with GDP

•2011 supply shortages upset the market

Source: CEH 2009

15

Chlor-Alkali Outlook

•Q1 2012 ECU netbacksof $585 were down slightly from Q4 2011 levels

•At this time, the success of the Q1 price announcements of $40 for chlorine
and $45 for caustic soda remain uncertain

•Q1 2012 operating rates increased to 80% and we expect our system operating
rates to be in the mid-80% range in Q2 reflecting higher bleach demand

•Q1 2012 bleach shipments increased 8% over Q1 2011 levels marking the 17th
consecutive year-over-year quarterly increase

•During Q1, the new HyPure® Bleach facility in McIntosh, AL was completed
and two more facilities are scheduled for completion in 2012 which will
increase our bleach capacity by 50% over 2011 levels

•2011 HCl sales increased 12% over 2010 levels and Q1 2012 levels are 8%
higher than Q1 2011 levels adding $9 million of incremental EBIT to the
current quarter results

(1)

(1) ECU netback = Price of 1 ton of Chlorine + 1.1 x price of 1 ton of Caustic Soda - Freight cost

16

Winchester Segment

Winchester Strategy

•Cost Reduction

–Centerfire relocation

–Once complete, we
expect $30 million
lower operating costs

–Meaningful savings
begin in 2013

•New Product Development

–Continue to develop
new product offerings

–Maintain reputation as a
new product innovator

•Provide returns in excess of
cost of capital

	Hunters & Recreational Shooters
Products	Retail	Distributors	Mass Merchants	Law Enforcement	Military	Industrial
Rifle	ü	ü	ü	ü	ü	N/A
Handgun	ü	ü	ü	ü	ü	N/A
Rimfire	ü	ü	ü	ü	ü	ü
Shotshell	ü	ü	ü	ü	ü	ü
Components	ü	ü	ü	ü	ü	ü

Brands

17

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

U.S. Commercial Ammunition

Manufacturer Shipments2

U.S. Firearms Production3

U.S. Gun Sale

Background Checks (NICS)1

Data Correlations

•NICS Checks & U.S. Firearms Production:+94%

•U.S. Commercial Ammunition Mfr. Shipments & U.S. Firearms Production: +94%

•U.S. Commercial Ammunition Mfr. Shipments & NICS Checks: +88%

1Reflect the FBI’s National Instant Criminal background check System statistics (NICS).

2Estimated based on NSSF Trade Statistics Program Ammunition Manufacturer Surveys, Department of Commerce U.S. Import Statistics, and internal Winchester estimates.

3Reflects production reported on Bureau of Alcohol, Tobacco, Firearms and Explosives’ Annual Firearms Manufacturing and Export Reports.

Strong Correlation Between
Firearm and Ammunition Sales

18

Winchester

•Q1 2012 earnings down from Q1 2011 due to higher commodity and
transition costs associated with the Oxford, MS relocation

•Commercial sales were strong in Q1 2012 and commercial backlogs
increased over $100 million during the quarter

•During 2012, we expect that the relocation efforts in moving centerfire
operations from East Alton, IL to Oxford, MS will transition from
incremental costs to operational savings

•In January, U.S. Munitions, a joint venture between Winchester and
BAE Systems, submitted a bid to operate the U.S. Army’s Lake City
munitions plant for 10 years; a decision is expected October, 2012

•In March, the U.S. Army awarded 9mm NATO and shotshell contracts
to Winchester estimated to be worth approximately $20 million

•We expect Q2 2012 earnings to be comparable with Q2 2011 results

19

Centerfire Relocation

•The decision to relocate Winchester’s centerfire operations,
including 1,000 jobs, was made on November 3, 2010

•The controlled relocation process is expected to take up to 5 years
to complete, assuring high quality product is available for our
customers throughout the transition

•The new 500,000 square foot facility was opened in October
2011 and equipment relocation began in Q3 2011

•During Q1, about 2/3rds of pistol rounds were made in Oxford

•Annual operating costs are expected to be reduced by $30 million
once the move is completed, meaningful cost savings are
expected to be realized in second half of 2013

•The net project cost is estimated to be $80 million, of which
approximately $50 million is related to capital expenditures

•In addition to $31 million of grants from MS, $42 million of low-
cost MS tax-exempt debt was made available to Olin

20

Strong Balance Sheet

•The 3/31/12 cash balance of $255 million reflects:

•Normal seasonal working capital growth of $71 million;

•$76 million of capital spending associated with mercury conversion
project, construction of 3 HyPure® bleach plants and the centerfire
relocation to Oxford, MS; and

•$17 million returned to shareholders

•No material debt maturities until 2016 and no debt towers in
excess of $150 million

•The Olin pension plans remain fully funded with no
contributions expected until at least 2014

•2012 CAPEX is forecast to be in the $215 to 245 million
range which includes:

•completion of the mercury conversion projects in TN and GA;

•construction of three new HyPure® Bleach facilities; and

•continued progress on the Winchester centerfire relocation project

21

•Q1 2012 Chlor Alkali earnings were almost $75 million and
Winchester earned almost $12 million contributing to the
highest level of EBIDTA in the Company’s long history

•Operating rates are projected to be in the mid-80% range in
the Q2 reflecting the normal pick-up in bleach demand

•Bleach sales continue to realize year over year growth

•The 3 new HyPure® plants this year will provide Olin the
ability to convert over 15% of our ECUs into bleach

•HCl demand and volumes are strong resulting in $9 million of
incremental EBIT in Q1 2012 as compared to Q1 2011

•Q1 2012 Winchester commercial volumes are starting strong
with backlog building over $100 million

•The Oxford centerfire relocation project is on schedule
toward the goal of reducing annual expenses by $30 million

Profit Outlook

22

Forward-Looking Statements

This presentation contains estimates of future
performance, which are forward-looking statements
and actual results could differ materially from those
anticipated in the forward-looking statements.Some
of the factors that could cause actual results to differ
are described in the business and outlook sections of
Olin’s Form 10-K for the year ended December 31,
2011 and in Olin’s First Quarter 2012 Form 10-Q.
These reports are filed with the U.S. Securities and
Exchange Commission.