Olin Corporation (OLN) Q3 2015 Earnings Report, Transcript and Summary

Good morning, and welcome to the Olin Corporation Third Quarter 2015 Earnings Conference Call. All participants will be in a listen-only mode. After today's presentation, there will be an opportunity to ask questions. Please note this event is being recorded. I would now like to turn the conference over to Joseph Rupp, Chairman and CEO. Please go ahead. Joseph D. Rupp - Chairman & Chief Executive Officer: Thank you, Emily. Good morning, and thanks for joining us today. With me this morning are John Fischer, President and Chief Operating Officer; John McIntosh, Executive Vice President of Olin Chemicals & Ammunition; Todd Slater, Vice President and Chief Financial Officer; and Larry Kromidas, our Assistant Treasurer and Director of Investor Relations. Last night, we announced that income from continuing operations in the third quarter of 2015 was $5.9 million or $0.08 per diluted share, which is consistent with our previous guidance of $0.05 or $0.10 per diluted share. Sales in the third quarter of 2015 were $533.6 million compared to $593.6 million in the third quarter of 2014. Third quarter 2015 results include pre-tax acquisition related financing and other costs of $22.2 million. On October 5, 2015, we completed the acquisition of Dow's chlorine products businesses, consisting of Dow's U.S. chlor-alkali and vinyls, their global epoxy, and global chlorinated organics businesses. This transformational transaction creates a New Olin that is the world's largest integrated chlor-alkali, epoxy, and chlorinated organics producer with top tier low cost facilities. And I'm going to list a few of these advantages for you. Number one, we have advantage in electricity, which is approximately 85% generated from low cost natural gas and hydroelectric power. Number two, we have plant scale, enabling facility fixed cost to be leveraged over significantly greater asset base. Number three, we have proximity to customers enabling us to minimize our largest chlor-alkali cost rail freight. Number four, we've access to deepwater ports and the river system to move product in a most cost effective manner. Number five, we own our brine sources. Number six, we have the only – we are the only producer of in-house cell maintenance. And number seven we have ethylene producer economics. These are just a few of the advantages that we have as a result of the transaction. Equally important to our low cost is the product diversification that the combined businesses create. Legacy Olin had three outlets for chlorine, the merchant market, bleach and hydrochloric acid. New Olin now has 19 different areas to place chlorine, making us less cyclical and providing us the option to let which end market offers the best option for our chlorine. We're also more geographically diverse both in North America with a large Gulf Coast presence and globally. The New Olin will generate approximately a third of our revenue outside of North America. The acquisition has significantly diversified our product and geographic base, which will enable us to be less cyclical and provide the foundation for significant shareholder value creation. Since October 6, I've had the opportunity to visit a number of our new locations in both North America and Europe and have been impressed with not just the talent and the experience of our new employees but their enthusiasm for the opportunities that are ahead for the New Olin, because Olin and Dow were competitors, the Olin and former Dow employees have only been fully engaged since the closing. That said, our synergy-capture teams are aggressively working on implementing numerous projects. I'm optimistic that these efforts will generate at least $200 million in annual cost base synergies within three years. Within the first week after closing, we began realizing cost base synergies by shipping chlorine by rail from one of the newly acquired facilities. As a point of reference to freight savings from these initial shipments of approximately $5,000 per railcar. Olin is evaluating idling or permanently closing approximately 250,000 tons to 450,000 tons of its chlor-alkali capacity. As we work through the process of optimizing total manufacturing assets and supply chain capabilities, we will relocate product production and this will result in the identification of capacity that will be rationalized. We expect to provide more specifics in the first quarter of 2016. Our synergy-capture teams are also working on new segment and customer opportunities that have a potential for an incremental earnings of $100 million annually. As a part of that effort, Olin has begun the process of installing bleach production capacity at the Freeport, Texas site, which is expected to be operational in 2016. With the integration work we've accomplished since closing, we remain convinced that the New Olin can generate $1 billion of annual adjusted EBITDA without synergies. Now, I'd like to turn the call over to our President and Chief Operating Officer, John Fischer, who will discuss the fourth quarter and the businesses in more detail with you. John E. Fischer - President & Chief Operating Officer: Thank you, Joe. Let me begin with our fourth quarter outlook. In our seasonally weak fourth quarter, we expect adjusted EBITDA to be in the $185 million to $205 million range, which excludes acquisition related costs. The fourth quarter of 2015 adjusted EBITDA outlook reflects a seasonal impact of approximately $40 million to $50 million. As a further point of reference, since 2008, Olin has generated an average of 20% of its full year adjusted EBITDA in the fourth quarter. Typically, Olin experiences seasonal weakness in ammunition sales and chlorine and bleach sales. The newly acquired businesses also experienced seasonal weakness in the fourth quarter in chlorinated organic sales, which are driven by sales to refrigerant producers and in epoxy sales. Our fourth quarter outlook assumes only a slight improvement in caustic soda pricing from the third quarter. However, the full implementation of $30 per ton of the caustic soda price increase now reflected in the fourth quarter's caustic soda price indices would increase quarterly EBITDA by approximately $20 million. As you are aware, we realized the majority of price index movements in the following quarter. The implementation of the caustic soda price increase will provide positive earnings momentum when we enter 2016. Now, let me be more specific about the $1 billion of adjusted EBITDA that Joe just mentioned. Assume that in the seasonally weaker fourth quarter, Olin achieves the midpoint of our adjusted EBITDA guidance of $195 million. This equates to an annual EBITDA of $780 million. The absence of seasonal factors and the other three quarters of the year would increase this annual adjusted EBITDA by approximately $135 million, and the full inclusion of the caustic soda price increase would further improve the adjusted EBITDA by an additional $80 million. This equates to an annual EBITDA of $995 million without giving consideration to either synergy realization or the likelihood of continued improvement in the epoxy business. Our current forecast for synergy realization in 2016 is approximately $40 million to $50 million. As we look at the fourth quarter adjusted EBITDA forecast, depending on the allocation of corporate cost, cost to capture synergies and actual synergy realization, approximately two-thirds of that EBITDA is forecast to be realized from the acquired businesses and one-third from the legacy Olin businesses. This is similar to the expected split in revenues. The fourth quarter 2015 net loss is forecasted to be in the $0.25 per diluted share to $0.30 per diluted share range, including approximately $0.50 per share of acquisition-related costs, acquisition-related financing expenses and estimated step-up depreciation and amortization. Now, turning to the performance of the businesses, beginning with chlor-alkali. Olin's third quarter of 2015 operating rate was 86% and year-to-date, it has averaged 84%. During 2015, Olin has experienced improved pricing for chlorine, which has been more than offset by declines in the price of caustic soda. During the first nine months of 2015, the chlorine price indices have increased by $40 per ton, while the caustic soda price indices have declined by $50 per ton. Consistent with the indices during the third quarter of 2015 compared to the second quarter of 2015, Olin realized higher chlorine prices, but these were more than offset by lower caustic soda prices. The third quarter of 2015, ECU netback was approximately $490 per ton compared to approximately $505 per ton in the second quarter of 2015 and $505 per ton in the third quarter of 2014. The $65 to $75 per ton price increases announced by all the major producers in the third quarter are being implemented with $30 per ton already reflected in the indices and approximately 30% of that has been included in our fourth quarter outlook. In both the Olin and the former Dow businesses, majority of caustic soda price index movements are realized in the quarter following the quarter in which the indices change. Third quarter 2015 shipments of hydrochloric acid decreased 14% compared to the third quarter of 2014 and potassium hydroxide shipments decreased 20% from the third quarter 2014 level. Third quarter 2015 shipments of bleach were comparable to the third quarter of 2014. A key objective in the Olin chlor-alkali business continues to be growing the amount of our chlorine capacity that's sold as bleach and hydrochloric acid. Over the past five years, our bleach volumes have grown at a compound annual growth rate of 8% and the hydrochloric acid volumes have grown at a rate of 4%. We believe there are additional opportunities in these areas as we move forward. Hydrochloric acid pricing and volumes have declined sequentially year-over-year. As a result, we expect the contribution from hydrochloric acid in the fourth quarter of 2015 to decline approximately $8 million compared to the fourth quarter of 2014. We believe the decline in hydrochloric acid pricing that we have seen over the past four quarters may be ending. Last week several hydrochloric acid producers announced a price increase. In spite of the recent price declines, Olin continues to be able to sell hydrochloric acid at a premium price compared to chlorine. Third quarter 2015 chlor-alkali segment earnings of $14.1 million decreased compared to $26.2 million in third quarter 014, primarily due to lower ECU netbacks and lower volumes. Chlor-alkali segment EBITDA during the third quarter of 2015 was $40.4 million. Now turning to Chemical Distribution. Financial performance for Chemical Distribution in the third quarter of 2015 improved significantly compared to the third quarter of 2014 as a result of the growth in shipments of Olin-produced bleach, hydrochloric acid and potassium hydroxide. During the third quarter of 2015, the business achieved record quarterly levels of shipments of both hydrochloric acid and potassium hydroxide. We continued to be encouraged by the growth in sales of these co-products achieved by our Distribution business. Increased sales of these co-products will be a key component in the continued improvement of Chemical Distribution profitability as we move forward. In the third quarter of 2015, caustic soda shipments in the Distribution business were lower than the third quarter of 2014 levels, but were offset by improved caustic soda margins. Chemical Distribution third quarter of 2015 earnings were $3.3 million compared to $800,000 in the third quarter of 2014. The increase in earnings is the result of higher shipments of bleach, hydrochloric acid and potassium hydroxide and higher caustic soda margins. Third quarter 2015 Chemical Distribution segment EBITDA was $7.3 million. The year-to-date 2015 Chemical Distribution EBITDA has increased 55% from 2014 levels. As a result of the continued growth in bleach, hydrochloric acid and potassium hydroxide sales and the ongoing focus on improving the returns in caustic soda, we continue to believe that the EBITDA generated by the Chemical Distribution business in 2016 will double compared to the 2014 level of $16 million. And now, Winchester. We continue to see strong evidence that the Winchester business has grown over the past several years. The commercial backlog at the end of the third quarter 2015 was in excess of $175 million. As a point of comparison, this is almost double the pre-surge September 30, 2012 commercial backlog of $92 million. Consumer demand for pistol, shotshell, rifle, and rimfire ammunition were all strong in the third quarter. In addition to the improved ammunition demand, segment earnings benefited from the continued growth in cost savings from our centerfire ammunition relocation project. During the third quarter of 2015, the growth in cost savings realized exceeded $4 million and we are confident that the full year 2015 cost savings will reach approximately $35 million. These savings in 2014 were $24 million. We also believe the annual cost savings realized from the project, when completed, will reach $40 million, and that this level of annual savings will be realized beginning in 2017. Segment earnings for the third quarter of 2015 were $30.1 million, compared to $38.5 million in the third quarter of 2014. Winchester segment EBITDA during the third quarter of 2015 was $34.5 million. The third quarter year-over-year decrease in segment earnings reflects the impact of delayed military shipments and lower than expected commercial shipments, partially offset by lower commodity and other material costs. During the third quarter of 2015, the purchase costs of copper and lead declined compared to the third quarter of 2014, while the purchase costs of zinc increased compared to the third quarter of 2014. The net effect was a reduction in year-over-year commodity cost. We currently expect the full year 2015 purchase price for copper and lead to be lower than the 2014 price and the full year 2015 purchase price for zinc to be higher than the 2014 price. We expect the overall effect to be a year-over-year reduction in commodity metal cost. In the Winchester business, fourth quarter 2015 segment earnings are expected to be higher than the fourth quarter of 2014 levels, primarily due to the improved year-over-year sales volume and cost savings from the Oxford relocation project. We continue to be confident that commercial demand will remain higher than the levels experienced prior to the surge that began in late 2012, and the outlook for the Winchester business in 2015 and beyond continues to be positive. Now, I'd like to turn the call over to our Chief Financial Officer, Todd Slater, who will review several financial matters with you. Todd A. Slater - Chief Financial Officer & Vice President: Thanks, John. First, I'd like to discuss the balance sheet and the 2015 cash flow. Cash and cash equivalents at September 30, 2015 totaled $254 million compared to $263.6 million at September 30, 2014. Capital spending in the third quarter of 2015 was $28.6 million. Depreciation and amortization expense during the third quarter was $35.8 million. We're forecasting fourth quarter capital spending including the Dow businesses to be in the $60 million range. While we have not completed our valuation of the newly acquired fixed assets or intangible assets, we are estimating total depreciation and amortization expense in the fourth quarter of approximately $115 million, including approximately $30 million of step-up depreciation and amortization expense associated with the acquisition. As a result of the acquisition on October 5, we issued a total of $2.2 billion of variable rate term-loan debt and a total of $1.2 billion of fixed rate eight-year and 10-year bonds. A portion of the new term loans were used to refinance approximately $146 million of previously issued term loan debt. With our new debt profile, we are estimating our fourth quarter interest rate will be in the 4.75% range. During 2016, a total of $188 million of debt will mature. Our priorities for cash over the next two years are funding synergy-capture and the repayment of debt. As a result, our expectation is by the end of 2017, the combination of debt reduction and EBITDA growth will reduce our net debt to EBITDA leverage ratio to the range of 2.5 times to 3 times. In conjunction with the acquisition, Olin issued approximately 87.5 million shares, which brought the total shares outstanding to approximately 165 million shares. Now, turning to the income statement. In the third quarter of 2015 – our third quarter of 2015 included acquisition-related cost of $14.5 million associated with advisory, legal, accounting, integration and other professional fees. Interest expense included $7.7 million for acquisition financing expenses. During the fourth quarter of 2015, we expect to incur acquisition-related cost of approximately $75 million, which includes $35 million of cost associated with the mandatory acceleration of expenses or non-qualified pension benefits, approximately $17 million in the investment banking and legal cost and approximately $13 million of integration and other costs. The fourth quarter will also include acquisition financing expenses of approximately $11 million associated with the bridge financing, which will be included in interest expense. Selling and administration expenses increased $6 million in the fourth quarter of 2015 compared to the third quarter of 2014. This year-over-year decrease was due to lower stock-based compensation expense of $4.6 million, which includes mark-to-market adjustments. Selling and administration expenses as a percentage of sales were 7% in both the third quarter of 2015 and 2014. Third quarter 2015 charges to income for environmental investigatory and remedial activities were $7.3 million compared to $1.6 million in the third quarter of 2014. The increase in 2015 compared to 2014 related primarily to a $5.6 million increase in cost associated for remedial activities associated with the past manufacturing operation. Fourth quarter 2015 expenses for environmental investigatory and remedial activities are expected to be in the $1 million to $3 million range. This forecast does not include any recovery of environmental investigatory and remedial costs incurred and expensed in prior periods. As a reminder, in conjunction with the acquisition, Dow has retained liabilities relating to litigation releases of hazardous materials and violations of environmental law to the extent arising prior to the closing date. On a total company basis, defined benefit pension plan income was $6 million in the third quarter of 2015 compared to $6.6 million in the third quarter of 2014. As a result of the newly mandated mortality tables issued in the fourth quarter of 2014 by the Society of Actuaries, we expect 2015 defined benefit pension plan income will be approximately $2 million lower than 2014. We are not required to make any cash contributions to our domestic defined benefit pension plan in 2015. However, during 2015, we do expect to contribute approximately $1 million to our Canadian defined benefit pension plan. Fourth quarter 2015 corporate and other costs are forecast to increase by approximately $5 million compared to the fourth quarter of 2014. The increased corporate infrastructure costs are necessary to support the newly acquired Dow businesses. The effective tax rate in the third quarter of 2015 was 36.6%. We currently believe that the normalized effective tax rate for the New Olin will be in the 36% to 39% range. However, the fourth quarter effective tax rate will be adversely affected because a portion of the acquisition cost will not be deductible, income tax purposes. This will result in approximately $10 million of additional income tax expense in the fourth quarter. On October 29, Olin's board of directors declared a dividend of $0.20 on each share of Olin common stock. The dividend is payable on December 10, 2015 to shareholders of record at the close of business on November 10, 2015. This is the 356th consecutive quarterly dividend to be paid by the company. Before we conclude, let me remind you that throughout this presentation, we have made statements regarding estimates of future performance. Clearly, these are forward-looking statements and results could differ materially from those projected. Some of the factors that could cause actual results to differ are described without limitations in the risk factor sections of our most recent Form 10-K and in our third quarter earnings release. A copy of today's transcript will be available on our website in the Investors section under Calendar of Events. The earnings release and other financial information and data are available under Press Releases. Operator, we are now ready to take questions.

Thank you. We will now begin the question-and-answer session. Our first question is from Frank Mitsch of Wells Fargo. Please go ahead.

Hey, good morning, gentlemen. I want to ask a question regarding capacity chlor-alkali et cetera, but I was just struck, Todd, 36% to 39% tax rate, why would it be so high? Todd A. Slater - Chief Financial Officer & Vice President: Frank, a portion of our taxes will be higher than we have historically shown, because of the nature of the Reverse Morris Trust and a significant portion of our depreciation and amortization will not be tax deductible.

Right. So portion of D&A is excluded from the tax programs, so the net – on overall, it's going to be higher, interesting. All right. Hey, Joe, thank you so much for providing the insights into what you guys are looking at doing in terms of perhaps shutting down or idling some capacity. And I know you're going to comment further on in the first quarter. Are these – is the potential shutdown of capacity, I would assume then would – hope you load your other facilities much higher and there should be some savings as a result of that. Is that included in your $200 million that you've laid out there? Joseph D. Rupp - Chairman & Chief Executive Officer: Yes.

Okay. All right, terrific. And then, as we looked at the ECU values that you're realizing, down 3% sequentially and also down 3% year-over-year. Is your sense that we are – that's a good sign of the bottom and from this level here, as you mentioned costs are going up, can you comment on where chlorine is going? And is your expectation then from this point forward, we should be seeing a higher ECU in Q4 and 2016? Joseph D. Rupp - Chairman & Chief Executive Officer: Yes. Frank, as you know, price of chlorine went up in the index as did the prices of caustic. So, our sense is that we've bottomed out and we're moving in the right direction.

All right, terrific. Thanks so much. Joseph D. Rupp - Chairman & Chief Executive Officer: Thank you.

Our next question is from Jason Freuchtel of SunTrust. Please go ahead.

Hi. Good morning, guys. Joseph D. Rupp - Chairman & Chief Executive Officer: Good morning.

While it's understandable you'll need some time to analyze where and how much capacity you may shut down, roughly how long will it take to move the capacity offline once you make your decision?

This is John McIntosh. I would think once we decide, we'll have to deal with issues around co-products production. Most of our sites have co-products production there, so we'll have to deal with resourcing our customers in those businesses. But I would think that within six-month period, we ought to be able to take care of all of those issues and get to a site closure.

Okay. And could discussions about chlor-alkali capacity rationalizations by you and some of your competitors impact near-term price negotiations? John E. Fischer - President & Chief Operating Officer: I don't know. I have no idea what competitors are going to do. We're looking at capacity optimization in our system because we're looking at ways to take advantage of the new assets that we currently own. And when we put those new assets in, with our legacy assets, we have a different footprint and a different capability to serve the customers in the markets more economically, and that's what drives us. At the end of the day, we believe that supply demand will dictate pricing in this industry it always has, but we're driven by the ability to more economically serve our customers.

Okay. And you noted in the release, you'll start producing bleach in Freeport soon. How many of your three previously idled pieces of bleach equipment are you installing at location? John E. Fischer - President & Chief Operating Officer: Well, we have surplus bleach equipment in our system that isn't installed, plus we have a potential for bleach assets that could be idle through rationalization. The project at Freeport will install one bleach manufacturing unit initially.

Okay. So you could potentially add some of the other idled bleach equipment to other locations? John E. Fischer - President & Chief Operating Officer: That's possible, yes.

Okay. And then, how much natural gas will you purchase on a pro forma basis? And how should we think about the impact of the recent decline in natural gas prices on a pro forma basis? John E. Fischer - President & Chief Operating Officer: Jason, we have historically not talked about our energy cost. That, as a chlor-alkali producer, is the most sensitive piece of information we have.

Sure. Okay, great. Thanks, guys. Joseph D. Rupp - Chairman & Chief Executive Officer: Thank you.

Our next question is from Don Carson of Susquehanna Financial. Please go ahead.

Yes. I just want to go to your sort of $1 billion run rate. It would seem that if you're at $195 million in Q4 and that's typically 20% of your full year earnings that gets you almost – basically it gets you to the $975 million anyway. So if you throw in $80 million of caustic plus I see the indices look like they're going to go up again in the fourth quarter and throwing $40 million to $50 million of synergies, you should be well above $1 billion of EBITDA in 2016 and any reaction to that calculation? Joseph D. Rupp - Chairman & Chief Executive Officer: I think that's entirely possible.

Okay. And then as you shift production, say at the high end of 450,000 tons to the Gulf Coast facilities, how much lower is the plant gate cost for these facilities for the existing Olin system? John E. Fischer - President & Chief Operating Officer: We haven't commented on those numbers, Don, historically. But I will tell you that there is a significant difference. If you look at the legacy Olin plants, those plants were built and operated as regional locations. So they serve regional demand, and because of that, their operating model has a significant barrier to competition associated with freight coming out of other Gulf Coast locations. So our legacy plants, in fact the regional plants, and there is a significant difference between most of those in the acquired plants, and we'll just have to figure out the right configuration of our new system to take advantage of all of those capabilities, which we have now that we haven't historically had. Joseph D. Rupp - Chairman & Chief Executive Officer: I think, Don, we may have talked about in the past that if you look at the cost curve of the 30 chlor-alkali plants in North America that we've acquired plants that are in the first quartile, the lowest quartile. And we and many others – we and other producers have plants, Olin and other producers have plants that are up in the upper quartile, so those would be the plants that probably pretty naturally would be the ones that'd get affected.

And then a final question on logistics, so as you optimize a system, because I know at the old Olin about half of your merchant chlorine was shipped by rail. What will the new system be in terms of overall rail shipments and presumably what rail shipments you have will be much shorter as well. So you can just comment on is there a potential upside in your shipping synergy calculations? John E. Fischer - President & Chief Operating Officer: One of the big parts of the synergy number that was mentioned in the remarks is driven by logistics and freight savings associated with taking advantage of capacity at lower-cost plants than we currently have to serve customers. I think that there will be a dramatic impact both in terms of the savings component and dollars associated with that and the reduction in the amount of actual miles travelled by our product on rails. Joseph D. Rupp - Chairman & Chief Executive Officer: One big opportunity we have, Don, is we ship chlorine by rail into our St. Gabriel site, which as the crow flies is about 10 miles from the Plaquemine location that we acquired. We intend to connect those two plants by pipeline. That's a longer term project. But that will eliminate a meaningful amount of chlorine miles and take chlorine absolutely off the rails.

Thank you.

Our next question is from Aleksey Yefremov of Nomura. Please go ahead.

Good morning. Thank you. Could you talk about your ethylene economics and how these economics could change in the fourth quarter compared to third quarter and also in 2016? John E. Fischer - President & Chief Operating Officer: Generally speaking, we have acquired the right to acquire ethylene at producer cost and that's a 20-year deal. And we have the opportunity to acquire more ethylene at producer cost later in time, some in 2017 and some in 2020. I would tell you that what DCP sold in the third quarter was essentially export EDC. That EDC was profitable in the quarter because of the low-cost ethylene and the low-cost chlorine that they have, but obviously not as profitable in the third quarter this year as it might have been in the third quarter of last year. One metric I would give you is that we believe that a $0.01 change in the price of ethylene, assuming it flows through to the value of EDC, is worth about $4 million on an annual basis to Olin.

And maybe as a follow-up, do you typically see your EDC pricing fluctuating with U.S. ethylene monomer or with some other ethylene benchmark, perhaps the global ethylene benchmark? John E. Fischer - President & Chief Operating Officer: It fluctuates more with Asian ethylene pricing than U.S. ethylene pricing.

And a final question, if I may. You mentioned potential for improvement in epoxies in 2016. Could you tell us what your expectations are for that business? John E. Fischer - President & Chief Operating Officer: I would just say, if you look at where the business was in 2013, and you've seen the business in 2014 and in the first half of 2015, it's been a nice upward trend and we would expect that trend to continue.

Thank you very much.

Our next question is from Arun Viswanathan of RBC. Please go ahead.

Hey, guys. Good morning. Just a question on the synergies for 2016. Could you help us understand the 250,000 tons to 450,000 tons of potential capacity takeout, how that relates to the $80 million in footprint optimization that you're targeting over the three years or what portion of that would...? Joseph D. Rupp - Chairman & Chief Executive Officer: Yes, let me try that. As we look at relocating, re-sourcing customers and providing them with material from the closest available source, and hopefully the lowest cost available source, we'll reconfigure our system as we have historically operated it. We'll get a benefit in that process in several different ways. We'll get a benefit on freight and utilization of transportation equipment, we'll get a benefit on the potential for lower manufacturing cost assets being brought to bear as opposed to maybe product that historically was produced somewhere at a higher cost. And as we look at the entire process, we'll see those multiple benefits across the reconfiguration we do and those are all part of our estimated synergy number.

Right. So I guess said another way, you're targeting 250,000 tons to 450,000 tons for 2016, but we shouldn't assume that captures all of the $80 million in that current optimization. John E. Fischer - President & Chief Operating Officer: No. That's perfect. Joseph D. Rupp - Chairman & Chief Executive Officer: You're right, Arun. That's correct. It does not capture all of it.

Is there a way you can... Joseph D. Rupp - Chairman & Chief Executive Officer: We'll give you more clarity on that as we said in the first quarter. We'll try to make it a little bit more clear to as to what the impact is.

And that implies that there could be even further rationalization opportunities? Joseph D. Rupp - Chairman & Chief Executive Officer: There is going to be the opportunity to achieve more synergies.

Okay. And then if I may on Winchester, going into the quarter, I guess you'd guided to slightly higher number, I guess. Maybe you can just help us understand if that's accurate or what you're looking for. I know initially you'd said $125 million run rate, but you're tracking well above that on an annual basis. So where would you kind of put the annual run rate on Winchester, I guess? Joseph D. Rupp - Chairman & Chief Executive Officer: What we've said is that a minimum of $125 million of EBITDA.

Right. Joseph D. Rupp - Chairman & Chief Executive Officer: And so we will see that $125 million of EBITDA. The only thing that we would tell you is that in the quarter we did have in late quarter some customer push-outs because of the fact that there is a little bit of replenishment that has occurred in a couple of segments in 22s, and 40s and 45s. As we look forward, as we've stated in our comments, we actually are looking for a quarter – in the fourth quarter will be better than last year. And that's driven by two things. One is lower costs and secondly it's going to be impacted by the fact that we actually have some really interesting new products that are being introduced in the fourth quarter, which will help as well. John E. Fischer - President & Chief Operating Officer: Yes. The other thing I would just mention is that the third quarter of 2015 was the second best third quarter Winchester's ever had. So it just didn't quite meet up with what we had expected when we looked at it three months ago.

Okay. Understood. And lastly on the chlor-alkali markets, you'll now start playing I guess in the export side through your ownership of DCP, can you just comment on what your prospects are there and if you're seeing overcapacity or any plans to improve the supply demand balance there? Thanks. John E. Fischer - President & Chief Operating Officer: I would just say that the DCP business historically has exported caustic soda. They typically exported under long-term contracts that...

Okay. John E. Fischer - President & Chief Operating Officer: So you don't see a lot of variability around that. Joseph D. Rupp - Chairman & Chief Executive Officer: And they have the ability, because of what we've talked about in my comments, we're on the Gulf Coast we got low cost and we can get out – we can shift from there very cost effectively. John E. Fischer - President & Chief Operating Officer: Through August of this year, exports from the U.S. because of its superior competitive cost position for manufacturing of chlor-alkali products, exports are up 8% from prior year. And they are on a pace to establish a new high in terms of export volume for the year. So the export market is very strong for U.S. based chlor-alkali producers who have assets and access to serve that market.

Thank you. Joseph D. Rupp - Chairman & Chief Executive Officer: Thank you.

Our next question is from Herb Hardt of Monness, Crespi & Hardt. Please go ahead. Herbert A. Hardt - Monness, Crespi, Hardt & Co., Inc.: Good morning. My question is regarding the decline in volumes from KOH and HCL. I know that drilling is down, but what are the other factors that brought about such a sharp decline? John E. Fischer - President & Chief Operating Officer: Drilling, overall activity in the oil patch is responsible for declines in both HCL volume and KOH volume. In KOH we've seen an additional impact because fertilizers and pesticide production which are markets that we serve with our product are down as well. On the HCL side, the other market segment that's been a loser for that industry is really metals and mining. Herbert A. Hardt - Monness, Crespi, Hardt & Co., Inc.: So, pretty much several – everything is down? John E. Fischer - President & Chief Operating Officer: Yes, sir. Pretty much. Herbert A. Hardt - Monness, Crespi, Hardt & Co., Inc.: Okay. Thank you.

Our next question is from Dmitry Silversteyn of Longbow Research. Please go ahead.

Good morning. A couple of questions if I may. First of all, the 250,000 tons to 450,000 tons that you're looking to rationalize, is that all North American or does it include some international operations? Joseph D. Rupp - Chairman & Chief Executive Officer: North America. We don't have any internationals.

Well you picked up some from Dow, right? Joseph D. Rupp - Chairman & Chief Executive Officer: No, we don't have...

The downstream products? Joseph D. Rupp - Chairman & Chief Executive Officer: Yes.

Okay, so there is no point to rationalize the downstream production, you are talking about basically chlor-alkali plants in North America? Joseph D. Rupp - Chairman & Chief Executive Officer: That's correct.

Okay. And assuming that this comes out of the market and no new net capacity is being added, how much of a reduction in overall North American market capacity would this represent? Joseph D. Rupp - Chairman & Chief Executive Officer: We split 450,000 tons on 17 million tons of caustic.

Yeah. Todd A. Slater - Chief Financial Officer & Vice President: It's 2.5%.

450,000 tons on 17 million, okay. Joseph D. Rupp - Chairman & Chief Executive Officer: It's 2.5% to 3%.

Okay. So, I mean that's certainly assuming that the cycle doesn't weaken and it's get a little bit stronger, puts you in a position to get into the low 90%s by summer time, utilization rate continues to push price. Okay. And in terms of the closures of these plants, or if you're going to keep them on long standby or close them completely. Should we expect your environmental obligations to go up in the out years as you begin remediating these plants or do you expect most of the plants to be closed I would assume on your own, so they're not exposed to the Dow guarantee of picking up environmental liabilities. So how should we think about that as part of your corporate expense in 2016-2017 as these plants come offline? Joseph D. Rupp - Chairman & Chief Executive Officer: You should not see any real change in our environmental exposure; what we have is already accounted for. John E. Fischer - President & Chief Operating Officer: And I think the other part of it, Dmitry, is we would clarify if there was anything when we talk to you in January about what we're doing.

Got it. Okay. And to follow-up on the last question. It doesn't sound like mining and metals are going to get better anytime soon and I think people are resigning themselves to the fact that we're going to get weaker or at least not significant improvement in the oil markets at least in the first part of next year, so you mentioned in your prepared remarks that you expect hydrochloric acid pricing and volume environment to get better, is that just a matter of sort of anniversarying the work to the declines or do you actually see some drivers in markets perhaps you haven't talked about that support the growth in that business? Joseph D. Rupp - Chairman & Chief Executive Officer: It's really just the function of – as we see the activity, especially in oil, that's balanced out, appears to have kind of hit a bottom, we do see some information about pricing movements in certain parts of the country and certain parts of the shale gas finds. And so, our assessment is that we think the worst of it is behind us. We also have the ability, and we've done this really since the weakness in oil became evident to us, we've intentionally moved chlorine, out of producing HCL, and into the market as chlorine, because in some cases as chlorine prices were going up, there was a better value for us in doing that.

Got you. Okay. Quickly through Winchester, you talked about a $35 million run rate or $35 million in cost savings achieved in 2015 versus I think $24 million in 2014, and you talked about achieving the full $40 million in 2017. So I just want to be sure I heard it right and you did mean 2016, and if that's the case, why is it going to take you an extra two years to get that incremental $5 million in cost savings? I mean, I understand as you get towards the end, it becomes harder and harder to get those costs out, but it just sounds to me like – I would have expected the $40 million run rate to be a 2016 run rate, not a 2017 run rate? Todd A. Slater - Chief Financial Officer & Vice President: End of 2016. We said beginning of 2017, or you could say the end of 2016.

Okay. So it is a question of just – those last $5 million being a tougher nut to crack than the first $35 million? Todd A. Slater - Chief Financial Officer & Vice President: No, there remain a couple of operations that will not be relocated until 2016. So, you'll not get the full benefit of that cost reduction during 2016. So to get the full $40 million, you have to get to 2017 on an annual basis.

Okay. Got you. Okay, that makes sense. And then final question on general cash usage. You haven't changed your dividend payout at least in dollar terms for quite a number of years with much now a bigger business, Dow's shareholders that were sort of used to getting a dividend now becoming part of Olin's shareholders, the more stable earnings performance that you expect out of the combined company, given all of the diversified products you're going into. Are you starting to think about your dividend policy and starting to look for opportunities to perhaps start increasing dividends on a regular basis, not just paying them on a regular basis? Todd A. Slater - Chief Financial Officer & Vice President: No, we said Dmitry from a uses of cash perspective is our first and foremost is we're going to de-lever and that's our intent. And then after that, we've said that we'll look at all three ways to create value. Are there further acquisitions that make sense for the new entity to grow? The other option is through dividends, the other, after two years would be the opportunity to have share repurchases. So all those are available and certainly the dividend is decided naturally by the board on a quarterly basis depending upon a whole variety of factors. I would say that from a payout ratio perspective next to Dow, we're the number – we've been the number one payer for a long time from a dividend perspective.

In terms of percentage of the value of the stock I agree with you (48:44). All right. Thank you. Todd A. Slater - Chief Financial Officer & Vice President: Thank you.

Our next question is from John Roberts of UBS. Please go ahead.

Good morning, guys. Joseph D. Rupp - Chairman & Chief Executive Officer: Good morning, John.

Was the DCP business on plan in the third quarter? I assume it was. And was the mix between vinyls, epoxies and chlor chem as expected? Joseph D. Rupp - Chairman & Chief Executive Officer: I think the answer to that is generally, yes.

Okay. And then the Winchester guidance of higher earnings than fourth quarter a year ago, that leaves a lot of room for interpretation. Could you narrow that a little bit? Do you expect revenues excluding metals pass-through to be up, for example? Todd A. Slater - Chief Financial Officer & Vice President: We expect revenues in the fourth quarter of 2015 to be higher than the fourth quarter of 2014.

Okay. Any upper boundary you'd like to give to us on that? Todd A. Slater - Chief Financial Officer & Vice President: No.

Okay. Thank you.

Our next question is from Tarek Hamid of JPMorgan. Please go ahead.

Good morning, gentlemen. Joseph D. Rupp - Chairman & Chief Executive Officer: Good morning, Tarek.

One of the key parts of the story was that the DCP assets were burdened with a lot of corporate overhead. In the first month, if I control the assets, any surprises with the cost structure? Are they coming in right where you thought they would at the asset level? Joseph D. Rupp - Chairman & Chief Executive Officer: They've come in exactly where we've thought they are – would from the cost level.

Great. And then just one detailed question follow-up for me. On the – you went through some of the expected 4Q integration cost, but on a cash basis, in excess of the $60 million of CapEx, what should we be expecting in terms of cash integration cost in 4Q? Todd A. Slater - Chief Financial Officer & Vice President: One of the things that we have said and it was included in the S-4 was approximately $100 million of cash payments will be made in the fourth quarter associated with the non-qualified pension plan, payments as a result of the change in control. And the remaining amounts that you would expect to be paid in the fourth quarter associated with the acquisition cost of approximately $30 million that we said. And we talked about $75 million of acquisition cost; $30 million of that is cash.

Got it. That's very helpful. Thank you very much. Joseph D. Rupp - Chairman & Chief Executive Officer: Thank you.

Our next question is from Roger Spitz of Bank of America Merrill Lynch. Please go ahead.

Thank you. Are you – in chemical distribution, are you transferring caustic at cost or market? And as your caustic distribution margins expand as your caustic prices fell, that implies that whatever price you're transferring out fell even further. Is that right? Todd A. Slater - Chief Financial Officer & Vice President: We've not disclosed our transfer methodology from one business to the other. What we have said is that margins have expanded in K.A. Steel as a result of them having caustic to sell. And we've said that there is some synergy created by the manufacturer of assets in chlor-alkali that are being sold to and sold into the market by chemical distribution. So, that's the only comments we've made.

Okay. By the way, will you be providing the full nine-month DCP financial statements in a, perhaps an 8-K/A? And how do you plan to segment going forward? John E. Fischer - President & Chief Operating Officer: We do not intend to provide the DCP financials and how we go forward with segments is something we're still studying.

Thank you very much. John E. Fischer - President & Chief Operating Officer: Thank you.

Our next question is from James Finnerty of Citi. Please go ahead.

Hi. Good morning. John E. Fischer - President & Chief Operating Officer: Good morning.

Just a quick question on CapEx guidance. Previously, you've pointed to midpoint of $250 million for maintenance and talked also about $200 million of growth CapEx over the three years post the close. Does that growth CapEx, does that incorporate some costs associated with potential closures or would the cost associated with closures be on top of that? John E. Fischer - President & Chief Operating Officer: We also talked about $100 million to $150 million of what we call transition cost and that $100 million to $150 million of transition cost picks up what I'll call out of pocket cost associated with plant closures. Todd A. Slater - Chief Financial Officer & Vice President: And there is some capital involved in relocation of some assets that's in that $200 million number.

Okay. And just on cash flow again, you mentioned in 2017 the ability to purchase more ethylene from Dow. I believe Dow has talked about receiving $700 million from Olin andI guess that wouldn't imply a second payment in 2017. What size is the payment that Dow is expecting in 2017 for ethylene? John E. Fischer - President & Chief Operating Officer: That has yet to be completely determined.

Okay. And in terms of the capacity as of today for Olin pro forma DCP, what's the chlorine capacity, I believe in the slides you had about 6,200 metric tons. So I was just... John E. Fischer - President & Chief Operating Officer: That's correct.

Did that incorporate Dow shutting down capacity post the Mitsui JV coming online? John E. Fischer - President & Chief Operating Officer: If you look at IHS, that's what that implies, yes.

Okay. Thank you very much.

Our next question is a follow-up from Jason Freuchtel of SunTrust. Please go ahead.

Hi, yes, I just had a follow-up on your export commentary for caustic. Do you believe the stronger export markets for caustic is demand driven or is less supply potentially coming out of China because of weaker economic conditions? And do you have an update on how much capacity could be shut down as part of the European regulation on mercury cell production? John E. Fischer - President & Chief Operating Officer: To answer your first question, my take is it's a little bit of both. There is some weakness in the economies that would typically create caustic that would serve some of the markets that U.S. is able to step in and supplement. So that's part of it. We also have seen especially in the second quarter or third quarter of the year, some increased demand from market segments like alumina. In terms of European capacity, there have been numbers that range anywhere from 1 million tons to 1.5 million tons of plants, mercury cell plants, mercury cell capacity that is kind of on the bubble in terms of whether or not it will be recapitalized with different technology or shutdown. Some of those announcements have been made. Some of them are still pending. We do believe there will be overall reduction in European capacity. It maybe a little on the – towards the lower end of that range that had been previously published. But there're still some announcements pending one way or the other.

Okay. Thank you.

This concludes our question-and-answer session. I'd like to turn the conference back over to Mr. Rupp for any closing remarks. Joseph D. Rupp - Chairman & Chief Executive Officer: Thank you for joining us today. We look forward to talking with you in early first quarter in January-February, as we talk about our results for fourth quarter. Thank you.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.