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 13, 2006

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	63105-3443
(Address of principal executive offices)	(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 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 Exhibits 99.1 and 99.2, respectively and incorporated herein by reference, is a copy of the Company’s press release dated June 13, 2006 announcing a presentation will be made at the Morgan Stanley Small Cap Executive Conference on June 15, 2006 and a copy of the slides which will be presented.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Exhibit
99.1	Press Release, dated June 13, 2006.
99.2	Presentation slides for meeting on June 15, 2006.

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:	Vice President, General Counsel and Secretary

Date: June 13, 2006

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release, dated June 13, 2006.
99.2	Presentation slides for meeting on June 15, 2006.

EX-99.1

Exhibit 99.1

Investor Contact: Larry Kromidas

(618) 258-3206

Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105-3443

FOR IMMEDIATE RELEASE

Olin to Present at Morgan Stanley Small Cap Executive Conference

Clayton, MO, June 13, 2006 – Olin Corporation’s (NYSE: OLN) senior management will make a presentation at the Morgan Stanley Small Cap Executive Conference in New York City on June 15, 2006 at 8:00 am Eastern Time.

Copies of the presentation slides and background information will be available prior to the presentation to all investors, news media and the general public on Olin’s web site www.olin.com in the Investor section under Recent Press Releases and Speeches.

Olin Corporation is a manufacturer concentrated in three business segments: Chlor Alkali Products, Metals, and Winchester. Chlor Alkali Products manufactures chlorine and caustic soda, sodium hydrosulfite, hydrochloric acid, hydrogen, potassium hydroxide and bleach products. Metals products include copper and copper alloy sheet, strip, foil, rod, welded tube, fabricated parts, and stainless steel strip and aluminum strip. Winchester products include sporting ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges.

2006-07

EX-99.2

1

Morgan Stanley

Morgan Stanley

2006

2006

Small

Small

Cap

Cap

Executive

Executive

Conference

Conference

June 15, 2006

June 15, 2006

Exhibit 99.2

2

Attending Today

Attending Today

Joseph D. Rupp

Chairman, President and Chief

Executive Officer

John E. Fischer

Vice President and Chief Financial

Officer

John L. McIntosh

President, Chlor Alkali Products

Larry P. Kromidas

Assistant Treasurer and Director,

Investor Relations

3

Company Overview

Company Overview

All

financial

data

are

for

the

year

ending

2005

and

in

millions

of

U.S.

dollars.

Shown

above

is

income

before

taxes

from

contin

uing

operations.

Additional

information

is

available

on

Olin’s

website

www.olin.com

in

the

Investor

Relations

section.

Winchester

Chlor Alkali

North American Producer of

Chlorine and Caustic Soda

Revenue:

$610

Income: 

$237

North American Producer of

Ammunition

Revenue:

$345

Income: 

$8

Metals

Specialty Copper-Based

Products and Related

Engineered Materials

Revenue:

$1,403

Income: 

$34

Revenue:  $2,358

Pretax Inc. from Cont. Ops.:  $226

Earnings Per Diluted Share:  $1.86

Olin

Year Ending Dec. 31, 2005

4

Olin Vision

To be a leading Basic Materials company delivering

attractive, sustainable shareholder returns

•

Being low cost, high quality producer and #1 or #2

supplier in the markets we serve

•

Providing excellent customer service and advanced

technological solutions

•

Following our customers globally where we can do it

profitably

•

Generating returns above the cost of capital over the

economic cycle

5

Olin Corporate Strategy

Olin Corporate Strategy

1.   Build on current leadership positions in Chlor-Alkali,

Metals and Ammunition

•

Improve operating efficiency and profitability

•

Integrate downstream selectively

•

Expand globally

2.   Allocate resources to the businesses that can create the

most value

3.   Manage financial resources to satisfy legacy liabilities

TRS in Top Third S&P Mid Cap 400

ROCE Over Cost of Capital Over the Cycle

Olin Corporation Goal:  Superior Shareholder Returns

6

2005 Highlights

2005 Highlights

•

Significant improvement in Chlor Alkali Products

Pricing

•

Unprecedented increases in natural gas and commodity

metal costs

•

Corporate restructuring and relocation completed

•

Environmental recoveries of $50 million for costs

incurred and expensed in prior periods

•

Voluntary pension contribution of $6 million

•

Debt of $52 million repaid

•

Increase in cash by $150 million

•

Hurricane impacts

7

First Quarter 2006

First Quarter 2006

•

Record ECU netbacks resulted in record quarterly

Chlor Alkali Products earnings of $73.9 million

•

Continued cost increases for copper hindered

Metals results

•

Metals restructuring charge of $15.7 million

substantially offset by $13.5 million LIFO

inventory gain

•

Higher year-over-year pension costs ($3MM) and

expensing of stock options ($1MM)

•

Earnings per share of $.47

8

Second Quarter 2006 Outlook

Second Quarter 2006 Outlook

•

Chlor Alkali Products lower ECU netbacks in

second quarter versus first quarter, but higher than

2005 levels

•

Metals earnings are projected to be lower than the

first quarter of 2006 due to higher copper, natural

gas and other costs

•

Winchester expected second quarter 2006 earnings

to be lower than Q1 due to normal seasonal

factors, but in line with second quarter of 2005

•

In April we projected our EPS to be in the $.40

per diluted share range in the second quarter

9

•

Be the preferred merchant supplier to non-integrated

chlor

alkali customers

•

Continue to drive cost improvements through

manufacturing and logistic optimization

•

Continue our partnership philosophy with our

customers

•

Significant opportunities to increase the value of the

business at modest capital cost

•

Be a strong cash generator and value enhancer to Olin

Corporation

Olin’s Chlor Alkali Strategy

Olin’s Chlor Alkali Strategy

10

Olin Has Leading Capacity Share in

Olin Has Leading Capacity Share in

Eastern U.S.

Eastern U.S.

Source:

CMAI Chlor Alkali Report

•

4

th

Overall in U.S. Capacity

•

Largest Producer East of

the Mississippi River

•

Olin Has 1.24 Million tons

ECU Capacity Per Year

(1)

•

A $10 / ECU Change

Equates to an $11 Million

Change in Pretax Income at

Full Capacity, or $.11 per

share @ 37% tax rate

Dow

32%

Occidental

22%

PPG

12%

Olin

8%

Formosa

6%

Pioneer

5%

Georgia Gulf

3%

Mexichem

2%

Bayer

2%

Other

8%

(1)

Includes 50% of SunBelt

11

Chlor Alkali

Chlor Alkali

Products

Products

•

Chlorine and Caustic contracts resetting in 2006

•

Hurricanes did not damage any Olin plants, but

disrupted customers and rail lines

•

Higher transportation and energy costs, Olin system

less dependent on natural gas

•

Co-product strategies / expansions

–

Bleach

–

Hydrochloric Acid

ECU Netbacks

2005

2006

1st Quarter

$ 485

$590

2nd Quarter

$ 505

3rd Quarter

$ 515

4th Quarter

$ 545

12

Olin’s Chlor Alkali Contracts

Olin’s Chlor Alkali Contracts

•

Olin contracts nearly 100% of its chlorine and

caustic sales

•

On about two-thirds of the chlorine and caustic

volumes, prices change quarterly, with a

combination of formula-based and negotiated

pricing, the balance is renegotiated annually or

semi-annually

•

Many contracts have a one quarter lag in them,

which delays price increases in a tightening

market, but helps in a softening market

•

Competitive forces dictate contract duration and

terms

13

•

Olin’s electricity costs have increased over the last five

years, but have remained well below Natural Gas

generated electricity prices

•

Olin purchases power from Utilities that generate

electricity principally from coal, nuclear and hydro

sources

•

We, and others, believe that higher Natural Gas prices

have raised the floor on ECU prices for the future

($1 / MMBTU = $25-$35 / ECU)

Olin’s Energy Position

Olin’s Energy Position

14

Metals

Metals

•

Olin is the leading manufacturer of copper alloy

strip and brass rod in the U.S.

•

Our large size provides economies of scale and

manufacturing efficiencies

•

Olin possesses leading technology position

•

Olin is the leading copper based sheet and strip

distributor in the U.S.

15

Metals

Metals

•

Volumes in the first quarter were up 11% for the

strip business, but down 5% in rod over the fourth

quarter of last year

•

Higher natural gas prices and metal melting losses

due to higher copper prices reduced earnings by

$2.1 million each from first quarter 2005 to first

quarter of 2006

•

Actions initiated to reduce costs $9 to $10 million

annually include the shut down of Waterbury

Rolling Mills plant and consolidation of

production to East Alton, and overhead reductions.

Benefits of these actions to be realized in second

half of 2006

16

Metals Outlook

Metals Outlook

•

Earnings improvement opportunities through the

likely combination of plant closures, realignments

and headcount reductions to be completed in 2006

•

Limited expansion of our China distribution

facility by adding stamping capabilities

•

We believe that we are the low cost metals

producer in the U. S. putting us in a preferred

position with regards to profitability

17

Winchester Products

Winchester Products

Products

Products

End Uses

End Uses

Maintenance applications in power & concrete

industries, powder-actuated tools in construction

industry

Industrial products --

8

gauge loads & powder-

actuated tool loads

Infantry and mounted weapons

Small caliber military

ammunition

Hunters & recreational shooters, law

enforcement agencies

Winchester ®

sporting

ammunition --

shot-

shells, small caliber

centerfire & rimfire

ammunition

18

Winchester

Winchester

•

Higher sales volumes to commercial, military and

law enforcement customers were more than offset

by increased copper, lead, steel and resin costs

•

Price increases announced for 2006 to offset

higher commodity prices

•

Cost improvements through relocation of rimfire

operations to Oxford, MS facility

•

Olin, as part of the General Dynamics team, was

awarded the second source small caliber

ammunition contract –

we expect military sales to

increase by about 13% from 2005 to 2006

19

Financial Highlights

Financial Highlights

•

2005 cash generation supported by use of

approximately $60 million of net operating loss

carryforwards

•

Recovery of $50 million of environmental costs

offset higher legal and legal related costs

•

$6 million voluntary pension contribution in

September 2005

•

Repaid $52 million of debt in 2005, modest

amounts due in 2006

20

Financial Highlights

Financial Highlights

(continued)

(continued)

•

2006 pension expense expected to increase by

approximately $10 million over 2005

•

Expensing $3 million of stock options begins 2006

•

Pension plan frozen to new salaried and East

Alton bargain unit employees

•

2006 effective tax rate expected to be in the 37%

range

•

Capital spending levels are expected to be slightly

more than 2006 projected depreciation of $74

million

21

Investment Rationale

Investment Rationale

•

Improved performance based on

–

Relatively high ECU prices

–

Cost reductions and restructuring in Metals

–

Cost reductions and increased Military revenue

in Winchester

•

Strong financial discipline

•

Commitment to investment grade credit rating

•

At current price levels, dividend yield

approximately 4.5%

•

Dividend for 318 consecutive quarters

22

Forward-Looking Statements

Forward-Looking Statements

This presentation contains estimates of future

performance, which are forward-looking

statements and 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, 2005 and in

Olin’s First Quarter 2006 Earnings Release. These

reports are filed with the U.S. Securities and

Exchange Commission.