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): October 6, 2020

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):
☐	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))
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).
☐	Emerging growth company
☐	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 2.06. Material Impairments.

On October 6, 2020, Olin Corporation (“Olin”) concluded that its financial results for the third quarter ended September 30, 2020 are expected to include a material non-cash pretax impairment charge related to goodwill of approximately $700 million, primarily the result of the sustained lower Olin stock price during 2020. At the time of this Current Report on Form 8-K filing, the approximately $700 million non-cash pretax goodwill impairment charge includes approximately $555 million related to the Chlor Alkali Products and Vinyls segment and approximately $145 million related to the Epoxy segment. These amounts reflect our best estimate of the impairment charges at this time; however, the impairment amounts continue to be evaluated and Olin can make no assurances these estimates will not change.

None of the impairment charges will result in any current or future cash expenditure.  Additionally, the charges do not have an impact on Olin’s compliance with the covenants and restrictions under all outstanding credit agreements.

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 Olin’s press release dated October 7, 2020 announcing that Olin is taking a material non-cash pretax impairment charge related to goodwill of approximately $700 million which will be included in its financial results for the third quarter ended September 30, 2020 and announcing the schedule for Olin’s third quarter 2020 earnings release and conference call.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibit No.	Exhibit
99.1	Press Release announcing goodwill impairment charge and schedule for third quarter 2020 earnings press release and conference call, dated October 7, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

OLIN CORPORATION
By:	/s/ Nicholas W. Hendon
	Name:	Nicholas W. Hendon
	Title:	Assistant Secretary

Date: October 7, 2020

EX-99.1

Exhibit 99.1

Investor Contact: Steve Keenan

(314) 719-1755

News

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

OLIN TAKES GOODWILL IMPAIRMENT CHARGE AND ANNOUNCES SCHEDULE FOR THIRD QUARTER 2020 EARNINGS RELEASE AND CONFERENCE CALL

Clayton, MO, October 7, 2020 – Olin Corporation (NYSE: OLN) announced that its financial results for the third quarter ended September 30, 2020 are expected to include a non-cash pretax impairment charge related to goodwill of approximately $700 million.

The goodwill impairment charge is primarily the result of the sustained lower Olin stock price during 2020. The decline in the Company’s market capitalization caused an adjustment in the fair value of its reporting units. The approximately $700 million non-cash pretax goodwill impairment charge includes approximately $555 million related to the Chlor Alkali Products and Vinyls segment and approximately $145 million related to the Epoxy segment. These charges reflect the Company’s best estimate; however, the impairment amounts continue to be evaluated and could change.

None of the impairment charges will result in any current or future cash expenditure. Additionally, the charges do not have an impact on Olin’s compliance with the covenants and restrictions under all outstanding credit agreements.

CONFERENCE CALL INFORMATION

Olin’s third quarter 2020 earnings release, including financial statements and segment information, will be distributed after the market closes on Wednesday, November 4, 2020, and will be posted to the Company’s website at that time. Olin senior management will host a conference call to discuss third quarter 2020 financial results at 10:00 a.m. Eastern time on Thursday, November 5, 2020. Remarks will

be followed by a question and answer session. Associated slides will be available one hour prior to the call.

Interested participants may access the conference call by dialing (877) 883-0383 (Canadian callers, please dial (877) 885-0477; International callers, please dial (412) 902-6506), using the pass code 2298241. The call will also be webcast live on the Company’s website at www.olin.com, accessible under the third quarter conference call icon. Participants should log on to the website 15 minutes prior to the start of the call.

Following the event, the webcast will remain available in the Investor Relations section of Olin’s website for one year. A telephonic replay of this conference call will be available beginning at 12:00 p.m. Eastern time for 14 days by dialing (877) 344-7529 (Canadian callers, please dial (855) 669-9658; International callers, please dial (412) 317-0088), using the pass code of 10148204. A final transcript of the call will be posted the day following the event.

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. 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. 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, 2019 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, 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 vinyls, urethanes, and pulp and paper;

• 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;

• 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;

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

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

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

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

• the negative impact from the COVID-19 pandemic and the global response to the pandemic;

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

• complications resulting from our multiple enterprise resource planning systems and the conversion to a new system;

• the loss of a substantial customer for either chlorine or caustic soda could cause an imbalance in customer demand for these products;

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

• unexpected litigation outcomes;

• changes in, or failure to comply with, legislation or government regulations or policies;

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

• failure to attract, retain and motivate key employees;

• 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;

• adverse changes in international markets, including economic, political or regulatory changes;

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

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

• various risks associated with our transition and subsequent operation of the Lake City U.S. Army Ammunition Plant.

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.

2020-16

XML

Document and Entity Information	Oct. 06, 2020
Cover [Abstract]
Entity Registrant Name	OLIN CORPORATION
Entity Central Index Key	0000074303
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 06, 2020
Entity Incorporation, State or Country Code	VA
Entity File Number	1-1070
Entity Tax Identification Number	13-1872319
Entity Address, Address Line One	190 Carondelet Plaza,
Entity Address, Address Line Two	Suite 1530
Entity Address, City or Town	Clayton,
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63105
City Area Code	314
Local Phone Number	480-1400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.00 par value per share
Trading Symbol	OLN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false