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): June 19, 2017

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 (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):
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
o	Emerging growth company
o	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02.    Results of Operations and Financial Condition.

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.

On June 19, 2017, Olin Corporation (Registrant) issued a press release announcing an updated outlook for the second quarter ending June 30, 2017. Attached as Exhibit 99.1, and incorporated herein by reference, is a copy of Registrant’s press release dated June 19, 2017.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibit No.	Exhibit
99.1	Press Release dated June 19, 2017, announcing an updated outlook for the second quarter ending June 30, 2017.

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/ Eric A. Blanchard
	Name:	Eric A. Blanchard
	Title:	Vice President, General Counsel & Secretary

Date: June 19, 2017

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release dated June 19, 2017, announcing an updated outlook for the second quarter ending June 30, 2017.

EX-99.1

Exhibit 99.1

Investor Contact: Larry P. Kromidas

(314) 480-1452

lpkromidas@olin.com

News

Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105

FOR IMMEDIATE RELEASE

OLIN UPDATES SECOND QUARTER 2017 OUTLOOK

Clayton, MO, June 19, 2017 - Olin Corporation (NYSE: OLN) announced today an updated outlook for the second quarter 2017.

Olin’s second quarter 2017 adjusted EBITDA will be reduced by approximately $45 million due to the combined impact from an extended vinyl chloride monomer (VCM) plant turnaround and an unplanned Bisphenol A plant outage. For full year 2017, Olin is reiterating the annual adjusted EBITDA forecast of $1 billion with upside opportunities and downside risks of approximately 5%.

During the second quarter, the planned VCM plant 40-day maintenance turnaround at the Freeport, Texas facility required an extension of approximately four weeks. This maintenance turnaround is performed once every three years. In addition, the Bisphenol A plant at the Freeport epoxy facility experienced an unplanned outage. This epoxy outage lasted approximately three weeks. Both the VCM plant and the Bisphenol A plant have returned to normal operations.

Olin expects second half 2017 adjusted EBITDA to be significantly higher than the first half 2017 levels. The second half 2017 adjusted EBITDA is forecast to benefit from reduced maintenance turnaround activity compared to the first half levels. This benefit is expected to be approximately $90 million to $100 million. The Chlor Alkali Products and Vinyls business is forecast to benefit in second half 2017 from seasonally stronger demand, improved caustic soda and chlorine prices and lower ethylene costs. The second half 2017 Epoxy results are expected to benefit from lower raw material costs than were experienced in the first half 2017. In the second half 2017, Winchester will benefit from the seasonally strong third quarter commercial ammunition demand and an expected improvement in military sales.

COMPANY DESCRIPTION

Olin Corporation is a leading vertically-integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. The chemical products produced include chlorine and caustic soda, vinyls, epoxies, chlorinated organics, bleach and hydrochloric acid. Winchester’s principal manufacturing facilities produce and distribute sporting ammunition, law enforcement ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges.

Visit www.olin.com for more information on Olin.

FORWARD-LOOKING STATEMENTS

This communication includes forward-looking statements. These statements relate to analyses and other information that are based on management's beliefs, certain assumptions made by management, forecasts of future results, and current expectations, estimates and projections about the markets and economy in which we and our various segments operate. These statements may include statements regarding the October 2015 transaction to acquire the business (the Acquired Business) from The Dow Chemical Company (TDCC), the expected benefits and synergies of the transaction, and future opportunities for the combined company following the transaction. The statements contained in this communication that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.

We have used the words “anticipate,” “intend,” “may,” “expect,” “believe,” “should,” “plan,” “project,” “estimate,” “forecast,” “optimistic,” and variations of such words and similar expressions in this communication to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise. Relative to the dividend, the payment of cash dividends is subject to the discretion of our board of directors and will be determined in light of then-current conditions, including our earnings, our operations, our financial conditions, our capital requirements and other factors deemed relevant by our board of directors. In the future, our board of directors may change our dividend policy, including the frequency or amount of any dividend, in light of then-existing conditions.

The risks, uncertainties and assumptions involved in our forward-looking statements, many of which are discussed in more detail in our filings with the SEC, including without limitation the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2016, include, but are not limited to, the following:

• sensitivity to economic, business and market conditions in the United States and overseas, including economic instability or a downturn in the sectors served by us, such as ammunition, vinyls, urethanes, and pulp and paper, and the migration by United States customers to low-cost foreign locations;

• the cyclical nature of our operating results, particularly declines in average selling prices in the chlor alkali industry and the supply/demand balance for our products, including the impact of excess industry capacity or an imbalance in demand for our chlor alkali products;

• higher-than-expected raw material and energy, transportation, and/or logistics costs;

• our substantial amount of indebtedness and significant debt service obligations;

• weak industry conditions could affect our ability to comply with the financial maintenance covenants in our senior credit facilities and certain tax-exempt bonds;

• our reliance on a limited number of suppliers for specified feedstock and services and our reliance on third-party transportation;

• failure to control costs or to achieve targeted cost reductions;

• the occurrence of unexpected manufacturing interruptions and outages, including those occurring as a result of labor disruptions and production hazards;

• new regulations or public policy changes regarding the transportation of hazardous chemicals and the security of chemical manufacturing facilities;

• changes in legislation or government regulations or policies;

• economic and industry downturns that result in diminished product demand and excess manufacturing capacity in any of our segments and that, in many cases, result in lower selling prices and profits;

• complications resulting from our multiple enterprise resource planning (ERP) systems;

• the failure or an interruption of our information technology systems;

• unexpected litigation outcomes;

• costs and other expenditures in excess of those projected for environmental investigation and remediation or other legal proceedings;

• the integration of the Acquired Business may not be successful in realizing the benefits of the anticipated synergies;

• the effects of any declines in global equity markets on asset values and any declines in interest rates used to value the liabilities in our pension plan;

• fluctuations in foreign currency exchange rates;

• adverse conditions in the credit and capital markets, limiting or preventing our ability to borrow or raise capital;

• failure to attract, retain and motivate key employees;

• our assumptions included in long range plans not realized causing a non-cash impairment charge of long-lived assets;

• the effects of restrictions imposed on our business following the transaction with TDCC in order to avoid significant tax-related liabilities; and

• differences between the historical financial information of Olin and the Acquired Business and our future operating performance.

All of our forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of our forward-looking statements.

2017-12