OLN 10-K Annual Report Dec. 31, 2017 | Alphaminr
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OLN 10-K Fiscal year ended Dec. 31, 2017

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OLIN CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Consolidated Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Consolidated Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2 (a) Merger Agreement dated as of March 26, 2015, among The Dow Chemical Company, Blue Cube Spinco Inc., Olin Corporation and Blue Cube Acquisition Corp.Exhibit 2.1 to Olins Form 8-K dated March 27, 2015.* 3 (a) Amended and Restated Articles of Incorporation of Olin Corporation as amended effective October 1, 2015Exhibit 3.1 to Olins Form 10-Q for the quarter ended September 30, 2015.* (b) Bylaws of Olin Corporation as amended effective October 25, 2017Exhibit 3.1 to Olins Form 8-K dated October 25, 2017.* (c) Articles of Amendment of the Amended and Restated Articles of Incorporation of Olin Corporation, effective on October 1, 2015Exhibit 3.1 to Olins Form 8-K dated October 5, 2015.* 4 (a) Trust Indenture effective October 1, 2010 between The Industrial Development Authority of Washington County and U. S. Bank National Association, as trusteeExhibit 4.1 to Olins Form 8-K dated October 20, 2010.* (b) Loan Agreement effective October 1, 2010 between The Industrial Development Authority of Washington County and Olin CorporationExhibit 4.2 to Olins Form 8-K dated October 20, 2010.* (c) Bond Purchase Agreement dated October 14, 2010 between The Industrial Development Authority of Washington County, Olin Corporation and PNC Bank National Association, as administrative agentExhibit 4.3 to Olins Form 8-K dated October 20, 2010.* (d) Trust Indenture effective December 1, 2010 between Mississippi Business Finance Corporation and U. S. Bank National AssociationExhibit 4.1 to Olins Form 8-K dated December 10, 2010.* (e) Second Supplemental Indenture dated as of August 9, 2012 between Olin Corporation, The Bank of New York Mellon Trust Company, N.A. and U. S. Bank National AssociationExhibit 4.1 to Olins Form 8-K dated August 9, 2012.* (f) Third Supplemental Indenture dated as of August 22, 2012 between Olin Corporation and U. S. Bank National AssociationExhibit 4.1 to Olins Form 8-K dated August 22, 2012.* (g) Fourth Supplemental Indenture dated as of March 9, 2017 between Olin Corporation and U.S. Bank National AssociationExhibit 4.3 to Olins Form 8-K dated March 9, 2017.* (h) Fifth Supplemental Indenture dated January 16, 2018 between Olin Corporation and U.S. Bank National Association, as trustee, governing the Senior NotesExhibit 4.1 to Olins Form 8-K dated January 19, 2018.* (i) Loan Agreement effective December 1, 2010 between Mississippi Business Finance Corporation and Olin CorporationExhibit 4.2 to Olins Form 8-K dated December 10, 2010.* (j) Bond Purchase Agreement dated December 9, 2010 between Mississippi Business Finance Corporation, Olin Corporation and PNC Bank, National Association, as administrative agentExhibit 4.3 to Olins Form 8-K dated December 10, 2010.* (k) Amended and Restated Credit and Funding Agreement dated December 9, 2010 between Olin Corporation, as borrower; PNC Bank, National Association, as administrative agent; PNC Capital Markets LLC, as lead arranger; and the Lenders party theretoExhibit 4.4 to Olins Form 8-K dated December 10, 2010.* (l) First Amendment dated December 27, 2010 to the Amended and Restated Credit and Funding Agreement dated December 9, 2010 between Olin Corporation, as borrower; PNC Bank, National Association, as administrative agent; PNC Capital Markets LLC, as lead arranger; and the Lenders party theretoExhibit 4.4 to Olins Form 8-K dated December 30, 2010.* (m) Second Amendment dated April 27, 2012 to Amended and Restated Credit and Funding Agreement dated December 9, 2010 among Olin Corporation, the Lenders, and PNC Bank, National Association, as administrative agent for the LendersExhibit 4.2 to Olins Form 8-K dated May 3, 2012.* (n) Third Amendment dated June 23, 2014 to Amended and Restated Credit and Funding Agreement dated December 9, 2010 among Olin Corporation, the Lenders, and PNC Bank, National Association, as administrative agent for the LendersExhibit 4.2 to Olins Form 8-K dated June 25, 2014.* (o) Amendment No. 4 dated June 23, 2015 to the Amended and Restated Credit and Funding Agreement dated December 9, 2010 among Olin Corporation, the Lenders, and PNC Bank, National Association, as administrative agentExhibit 10.3 to Olins Form 8-K dated June 29, 2015.* (p) Fifth Amendment dated September 29, 2016 to Amended and Restated Credit and Funding Agreement dated December 9, 2010 among Olin Corporation, the Lenders as defined therein, and PNC Bank, National Association, as administrative agent for the LendersExhibit 4.1 to Olins Form 10-Q dated May 3, 2017.* (q) Sixth Amendment dated March 9, 2017 to Amended and Restated Credit and Funding Agreement dated December 9, 2010 among Olin Corporation, the Lenders as defined therein, and PNC Bank, National Association, as administrative agent for the LendersExhibit 4.1 to Olins Form 8-K dated March 9, 2017.* (r) Form of 5.50% Senior Notes due 2022Exhibit 4.2 to Olins Form 8-K dated August 22, 2012.* (s) Forward Purchase Agreement, dated as of March 9, 2017, among Olin Corporation, the Lenders (as defined therein), and PNC Bank, National Association, as administrative agentExhibit 4.1 to Olins Form 8-K dated March 9, 2017.* (t) Senior Notes Indenture dated October 5, 2015 between Blue Cube Spinco Inc., as issuer, and U. S. Bank National Association, as trustee, governing the 9.75% Senior Notes due 2023Exhibit 4.1 to Olins Form 8-K dated October 5, 2015.* (u) Senior Notes Indenture dated October 5, 2015 between Blue Cube Spinco Inc., as issuer, and U. S. Bank National Association, as trustee, governing the 10.00% Senior Notes due 2025Exhibit 4.2 to Olins Form 8-K dated October 5, 2015.* (v) First Supplemental Indenture dated October 5, 2015 between Blue Cube Spinco Inc., as issuer, and Olin Corporation, as guarantor, and U. S. Bank National Association, as trustee, governing the 9.75% Senior Notes due 2023Exhibit 4.3 to Olins Form 8-K dated October 5, 2015.* (w) First Supplemental Indenture dated October 5, 2015 between Blue Cube Spinco Inc., as issuer, and Olin Corporation, as guarantor, and U. S. Bank National Association, as trustee, governing the 10.00% Senior Notes due 2025Exhibit 4.4 to Olins Form 8-K dated October 5, 2015.* (x) Form of 9.75% Senior Notes due 2023Exhibit 4.5 (included in Exhibit 4.1) to Olins Form 8-K dated October 5, 2015.* (y) Form of 10.00% Senior Notes due 2025Exhibit 4.6 (included in Exhibit 4.2) to Olins Form 8-K dated October 5, 2015.* (z) Form of 5.125% Senior Notes due 2027Exhibit 4.4 (included in Exhibit 4.3) to Olins Form 8-K dated March 9, 2017.* (aa) Form of 5.000% Senior Notes due 2030Exhibit 4.1 to Olins Form 8-K dated January 19, 2018.* (bb) Registration Rights Agreement dated October 5, 2015 relating to the 9.75% Senior Notes due 2023 and 10.00% Senior Notes due 2025 by and among Blue Cube Spinco Inc., Olin Corporation, J.P. Morgan Securities LLC and Wells Fargo Securities LLC for themselves and as representatives of other initial purchasersExhibit 4.7 to Olins Form 8-K dated October 5, 2015.* (cc) Receivables Financing Arrangement dated December 20, 2016 by and among Olin Finance Company, LLC, PNC Bank, National Association, Olin Corporation, PNC Capital Markets LLC and the Lender parties theretoExhibit 4(x) to Olins Form 10-K for 2016.* 10 (a) Employee Deferral Plan as amended and restated effective as of January 30, 2003Exhibit 10(b) to Olins Form 10-K for 2002.* (b) Amendment to Employee Deferral Plan effective January 1, 2005Exhibit 10(b)(1) to Olins Form 10-K for 2005.* (c) Senior Executive Pension Plan amended and restated effective October 24, 2008Exhibit 10.1 to Olins Form 10-Q for the quarter ended September 30, 2008.* (d) Supplemental Contributing Employee Ownership Plan as amended and restated effective January 1, 2018Exhibit 99.1 to Olins Form 8-K dated December 12, 2017.* (e) Olin Corporation Key Executive Life Insurance ProgramExhibit 10(e) to Olins Form 10-K for 2002.* (f) Form of amendment to executive agreement between Olin Corporation and Messrs. Curley and Fischer dated November 9, 2007Exhibit 10(g) to Olins Form 10-K for 2007.* (g) Form of executive agreement between Olin Corporation and Mr. McIntosh dated November 1, 2007Exhibit 10.1 to Olins Form 10-Q for the quarter ended September 30, 2007.* (h) Form of amendment to executive agreement between Olin Corporation and Messrs. Curley, Fischer and McIntosh dated October 25, 2010Exhibit 10.1 to Olins Form 10-K for 2010.* (i) Form of amendment to executive agreement between Olin Corporation and Messrs. Curley, Fischer and McIntosh dated October 19, 2015Exhibit 10(i) to Olins Form 10-K for 2015.* (j) Form of executive retention agreement between Olin Corporation and Messrs. Dawson, Sampson and Varilek dated July 1, 2015Exhibit 10(j) to Olins Form 10-K for 2015.* (k) Form of executive change in control agreement between Olin Corporation and Ms. Ennico and Messrs. OKeefe and Slater dated January 29, 2014Exhibit 10(l) to Olins Form 10-K for 2013.* (l) Form of executive change in control agreement between Olin Corporation and Messrs. Curley, Fischer and McIntosh dated January 29, 2014Exhibit 10.1 to Olins Form 8-K dated January 30, 2014.* (m) Form of amendment to executive change in control agreement between Olin Corporation and Ms. Ennico and Messrs. Curley, Fischer, McIntosh, OKeefe and Slater dated October 19, 2015Exhibit 10(m) to Olins Form 10-K for 2015.* (n) Form of executive change in control agreement between Olin Corporation and Messrs. Dawson, Sampson and Varilek dated February 15, 2016Exhibit 10(n) to Olins Form 10-K for 2015.* (o) Form of executive change in control agreement between Olin Corporation and Ms. Sumner dated February 15, 2016Exhibit 10(o) to Olins Form 10-K for 2015.* (p) Form of executive agreement between Olin Corporation and Mr. Blanchard dated April 26, 2017Exhibit 10.1 to Olins Form 10-Q for the quarter ended June 30, 2017.* (q) Form of executive change in control agreement between Olin Corporation and Mr. Blanchard dated April 26, 2017Exhibit 10.2 to Olins Form 10-Q for the quarter ended June 30, 2017.* (r) Amended and Restated 1997 Stock Plan for Non-employee Directors codified to reflect amendments adopted through February 26, 2016Exhibit 10(p) to Olins Form 10-K for 2015.* (s) Amended and Restated Senior Management Incentive Compensation Plan, as amended and restated effective April 23, 2015Appendix A to Olins Proxy Statement dated March 11, 2015.* (t) Description of Restricted Stock Unit Awards granted under the 2000, 2003, 2006, 2009, 2014 or 2016 Long Term Incentive PlansExhibit 10(p) to Olins Form 10-K for 2008.* (u) Supplementary and Deferral Benefit Pension Plan as amended and restated effective October 24, 2008Exhibit 10.2 to Olins Form 10-Q for the quarter ended September 30, 2008.* (v) Amended and Restated Olin Corporation 2000 Long Term Incentive Plan codified as of January 24, 2014Exhibit 10(r) to Olins Form 10-K for 2013.* (w) Amended and Restated Olin Corporation 2003 Long Term Incentive Plan codified as of January 24, 2014Exhibit 10(s) to Olins Form 10-K for 2013.* (x) Amended and Restated Olin Corporation 2006 Long Term Incentive Plan codified as of January 24, 2014Exhibit 10(t) to Olins Form 10-K for 2013.* (y) Amended and Restated Olin Corporation 2009 Long Term Incentive Plan codified as of January 24, 2014Exhibit 10(u) to Olins Form 10-K for 2013.* (z) Olin Corporation 2014 Long Term Incentive Plan effective April 24, 2014Exhibit 10.1 to Olins Form 8-K filed April 25, 2014.* (aa) Olin Corporation 2016 Long Term Incentive Plan effective April 28, 2016Appendix A to Olins Proxy Statement dated March 11, 2016.* (bb) Performance Share Program codified to reflect amendments through January 26, 2017Exhibit 99.1 to Olins Form 8-K dated January 31, 2017.* (cc) Form of Non-Qualified Stock Option Award CertificateExhibit 10(bb) to Olins Form 10-K for 2007.* (dd) Form of Restricted Stock Unit Award CertificateExhibit 10(cc) to Olins Form 10-K for 2007.* (ee) Form of Restricted Stock Unit Award CertificateExhibit 10.7 to Olins Form 10-Q for the quarter ended September 30, 2015.* (ff) Form of Performance Award and Senior Performance Award CertificatesExhibit 10(dd) to Olins Form 10-K for 2007.* (gg) Summary of Stock Option Continuation PolicyExhibit 10.2 to Olins Form 10-Q for the quarter ended March 31, 2009.* (hh) Olin Corporation Contributing Employee Ownership Plan Amended and Restated effective as of October 24, 2008, and as amended effective September 29, 2015Exhibit 99.1 to Olins Form S-8 filed February 16, 2016.* (jj) Purchase Agreement dated as of February 28, 2011, by and among PolyOne Corporation, 1997 Chloralkali Venture, LLC, Olin Corporation and Olin SunBelt II, Inc.Exhibit 2.1 to Olins Form 8-K dated March 3, 2011.* (nn) Credit Agreement dated as of April 27, 2012 among Olin Corporation, Olin Canada ULC and the banks named thereinExhibit 10.1 to Olins Form 8-K dated May 3, 2012.* (oo) Stock Purchase Agreement dated as of July 17, 2012, by and among K. A. Steel Chemicals Inc., the stockholders of K. A. Steel Chemicals Inc. and Robert F. Steel, as the sellers representativeExhibit 2.1 to Olins Form 8-K dated July 18, 2012.* (pp) Credit Agreement dated June 23, 2015 among Olin Corporation, Olin Canada ULC, the Lenders named therein and Wells Fargo Bank, National Association, as administrative agentExhibit 10.1 to Olins Form 8-K dated June 29, 2015.* (qq) Credit Agreement dated June 23, 2015 among Blue Cube Spinco Inc., the Lenders named therein and Wells Fargo Bank, National Association, as administrative agentExhibit 10.2 to Olins Form 8-K dated June 29, 2015.* (rr) Amendment Agreement dated June 23, 2015 among Olin, Olin Canada ULC, Blue Cube Spinco Inc., the Lenders named therein and Wells Fargo Bank, National Association, as administrative agentExhibit 10.5 to Olins Form 8-K dated October 5, 2015.* (ss) Second Amendment Agreement, dated as of March 9, 2017 among Olin Corporation, Olin Canada ULC and Blue Cube Spinco Inc., the Lenders named therein and Wells Fargo Bank, National Association, as administrative agentExhibit 10.1 to Olins Form 8-K dated March 9, 2017.* (tt) Separation Agreement dated March 26, 2015 between The Dow Chemical Company and Blue Cube Spinco Inc.Exhibit 10.1 to Olins Form 8-K dated March 27, 2015.* (uu) Credit Agreement dated August 25, 2015 among Olin Corporation, Olin subsidiaries, the Lenders (as defined therein) and Sumitomo Mitsui Banking Corporation, as administrative agentExhibit 10.1 to Olins Form 8-K dated August 25, 2015.* (vv) Amended and Restated Credit Agreement, dated as of October 5, 2015 and Amended and Restated by the Second Amendment Agreement dated as of March 9, 2017 among Olin Corporation, Olin Canada ULC and Blue Cube Spinco Inc., the Lenders named therein and Wells Fargo Bank, National Association, as administrative agentExhibit 10.2 to Olins Form 8-K dated March 9, 2017.* (ww) Guaranty Agreement dated October 5, 2015 among Blue Cube Spinco Inc., Olin Corporation and Wells Fargo Bank, National Association, as administrative agentExhibit 10.2 to Olins Form 8-K dated October 5, 2015.* (xx) Borrowing Subsidiary Agreement dated October 5, 2015 among Olin Corporation, Blue Cube Spinco Inc. and Wells Fargo Bank, National Association, as administrative agentExhibit 10.3 to Olins Form 8-K dated October 5, 2015.* (yy) Guaranty Joinder dated October 5, 2015 among Olin subsidiaries, Blue Cube Spinco Inc. and Sumitomo Mitsui Banking Corporation, as administrative agentExhibit 10.4 to Olins Form 8-K dated October 5, 2015.* (zz) Incremental Term Loan Agreement dated November 3, 2015 among Olin Corporation, Blue Cube Spinco Inc., the Lenders (as defined therein) and Sumitomo Mitsui Banking Corporation, as administrative agentExhibit 10.1 to Olins Form 8-K dated November 9, 2015.* 12 Computation of Ratio of Earnings to Fixed Charges (Unaudited). 21 List of Subsidiaries. 23 Consent of KPMG LLP. 31.1 Section 302 Certification Statement of Chief Executive Officer. 31.2 Section 302 Certification Statement of Chief Financial Officer. 32 Section 906 Certification Statement of Chief Executive Officer and Chief Financial Officer.