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): August 24, 2022

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
---	---	---	---	---
(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):
☐
☐
☐
☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, 1.00 par value per share	OLN	New York Stock Exchange
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).
☐
☐

All values are in US Dollars.

Item 7.01.	Regulation FD Disclosure.

Attached as Exhibit 99.1 and incorporated by reference is a copy of Olin’s press release dated August 24, 2022 announcing its decision to permanently cease operations of approximately 225,000 ECU tons of its diaphragm-grade chlor alkali capacity at its Freeport, Texas facility by year end 2022.

Item 9.01.	Financial Statements and Exhibits.
(d) Exhibit No.	Exhibit
99.1	Press Release announcing Olin’s chlor alkali capacity reduction, dated August 24, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Dana O’Brien
	Name:	Dana O’Brien
	Title:	Senior Vice President, General Counsel and Secretary

Date: August 24, 2022

Document

Exhibit 99.1

Investor Contact: Steve Keenan

(314) 719-1755

InvestorRelations@Olin.com

News

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

OLIN ANNOUNCES CHLOR ALKALI CAPACITY REDUCTION

Clayton, MO, August 24, 2022 – Olin Corporation (NYSE: OLN) announced today that it plans to permanently shut down approximately 225,000 ECU tons of diaphragm-grade chlor alkali capacity at its Freeport, TX facility. The closure is expected to be completed by year end 2022.

“Including this closure, Olin will have rationalized over one million ECU tons of diaphragm-grade chlor alkali capacity in less than two years,” remarked Scott Sutton, Olin Chairman, President, and Chief Executive Officer. “These actions demonstrate our commitment to lift and maintain our ECU values, while developing a more sustainable asset configuration.”

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, hydrogen, 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. 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," "outlook," "project," "estimate," "forecast," "optimistic," “target,” and variations of such words and similar expressions in this communication to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company’s intent to repurchase, from time to time, the Company’s common stock. 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. 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, 2021, and our Quarterly Reports on Form 10-Q and other reports furnished or filed with the SEC, include, but are not limited to, the following:

Business, Industry and Operational Risks

•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;

•declines in average selling prices for our products 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;

•unsuccessful execution of our strategic operating model, which prioritizes Electrochemical Unit (ECU) margins over sales volumes;

•failure to control costs and inflation impacts or failure to achieve targeted cost reductions;

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

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

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

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

•failure to identify, attract, develop, retain and motivate qualified employees throughout the organization;

•our inability to complete future acquisitions or successfully integrate them into our business;

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

•risks associated with our international sales and operations, including economic, political or regulatory changes;

•the negative impact from the COVID-19 pandemic and the global response to the pandemic, including without limitation adverse impacts in complying with governmental mandates;

•weak industry conditions affecting our ability to comply with the financial maintenance covenants in our senior credit facility;

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

•the effects of any declines in global equity markets on asset values and any declines in interest rates or other significant assumptions used to value the liabilities in, and funding of, our pension plans;

•our long-range plan assumptions not being realized causing a non-cash impairment charge of long-lived assets;

Legal, Environmental and Regulatory Risks

•changes in, or failure to comply with, legislation or government regulations or policies, including changes regarding our ability to manufacture or use certain products and changes within the international markets in which we operate;

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

•unexpected outcomes from legal or regulatory claims and proceedings;

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

•various risks associated with our Lake City U.S. Army Ammunition Plant contract and performance under other governmental contracts; and

•failure to effectively manage environmental, social and governance (ESG) issues and related regulations, including climate change and sustainability.

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.

2022-15