What changed in this filing

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Item 1. Business

2023-02-23 compared with 2022-02-24 · 65 added, 72 removed, 294 unchanged (32% of the section changed)

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Chlor Alkali Products and Vinyls, Epoxy and Winchester.

The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, hydrochloric acid, hydrogen, bleach products and potassium hydroxide, which represent 46% of 2021 sales.

The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone, bisphenol, cumene and phenol), allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and downstream products such as converted epoxy resins and additives, which represent 36% of 2021 sales.

The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges, which represent 18% of 2021 sales.

The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone, bisphenol, cumene and phenol), allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and systems and growth products such as converted epoxy resins and additives, which represented 29% of 2022 sales.

The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges, which represented 17% of 2022 sales.

See our discussion of our segment disclosures contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Chlorine is used as a raw material in the production of thousands of products, including vinyls, urethanes, epoxy, water treatment chemicals and a variety of other organic and inorganic chemicals.

A significant portion of chlorine production is consumed in the manufacture of ethylene dichloride (EDC) and vinyl chloride monomer (VCM), both of which our Chlor Alkali Products and Vinyls segment produces.

A significant portion of chlorine production is consumed in the manufacturing of vinyls intermediates, ethylene dichloride (EDC) and vinyl chloride monomer (VCM), both of which our Chlor Alkali Products and Vinyls segment produces.

A large portion of our EDC production is utilized in the production of VCM, but we are also one of the largest global participants in merchant EDC sales.

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We also manufacture and sell other chlor alkali-related products, including hydrochloric acid, sodium hypochlorite (bleach) and potassium hydroxide.

The production of these products, chlorinated organics products and epoxy resins generally consume chlorine as a raw material creating downstream applications that upgrade the value of chlorine and enable caustic soda production.

These products, along with chlorinated organics products and epoxy resins, generally consume chlorine as a raw material creating downstream applications that upgrade the value of the ECU.

Our industry leadership in the production of chlorinated organics and epoxy resins, as well as other products, offer us eighteen integrated outlets for our captive chlorine.

The Chlor Alkali Products and Vinyls segment’s products are delivered by pipeline, marine vessel, deep-water and coastal barge, railcar and truck.

Our logistics and terminal infrastructure provides us with geographically advantaged storage capacity and provides us with a private fleet of trucks, tankers and trailers that expands our geographic coverage and enhances our service capabilities.

We own, operate, and lease a geographically dispersed terminal infrastructure at our productions sites and other locations that expands our geographic coverage and enhances our service capabilities.

At our largest integrated product sites, our deep-water access enables us to reach global markets.

In North America we own and operate a private fleet of trucks and tank trailers that allow us to more effectively serve our domestic bleach and caustic soda customers.

Our Chlor Alkali Products and Vinyls segment currently maintains a reliable supply of key raw materials.

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Approximately 68% of our electricity is generated from natural gas or hydroelectric sources.

We satisfy our electricity needs through a combination of long-term power supply contracts and the operation of our own power assets, which allow for cost differentiation at specific U.S.

We satisfy our electricity needs through a combination of market power, long-term contracts and the operation of our own power assets, which allow for cost differentiation at specific U.S.

manufacturing sites.

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Niagara Falls, NY*

Santa Fe Springs, CA

Tracy, CA** caustic soda, chlorine

Santa Fe Springs, CA caustic soda, chlorine

Hydrochloric acid Steel, oil & gas, plastics, organic chemical synthesis, water & wastewater treatment, brine treatment, artificial sweeteners, pharmaceuticals, food processing and ore & mineral processing Becancour, Canada

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Potassium hydroxide Fertilizer manufacturing, soaps, detergents & cleaners, battery manufacturing, food processing chemicals and deicers Charleston, TN electricity, potassium chloride

Hydrogen Fuel source, hydrogen peroxide and hydrochloric acid Becancour, Canada

Hydrogen Fuel source, hydrogen fuel cells, hydrogen peroxide and hydrochloric acid Becancour, Canada

Charleston, TN

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* Includes low salt, high strength bleach manufacturing.

** On January 19, 2022, Olin announced that we will discontinue bleach manufacturing at our Tracy, CA facility by June 30, 2022.

Maximize returns to the ECU.

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We believe the Epoxy segment is one of the largest fully integrated global producers of epoxy resins, curing agents and intermediates.

The Epoxy segment has a favorable manufacturing cost position driven by a combination of scale and integration into low cost feedstocks (including chlorine, caustic soda, allylics and aromatics).

With its advantaged cost position, the Epoxy segment is among the lowest cost producers in the world.

The Epoxy segment produces and sells a full range of epoxy materials and precursors, including upstream products such as aromatics (acetone, bisphenol (BisA), cumene and phenol), allyl chloride (Allyl) and epichlorohydrin (EPI), midstream products such as liquid epoxy resins (LER) and solid epoxy resins (SER) and downstream products such as converted epoxy resins (CER) and additives.

The Epoxy segment has a favorable manufacturing cost position, primarily in North America, driven by a combination of scale and integration into low cost feedstocks (including chlorine, caustic soda, allylics and aromatics).

The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone, bisphenol (BisA), cumene and phenol), allylics, such as allyl chloride (Allyl) and epichlorohydrin (EPI), resins such as liquid epoxy resins (LER) and solid epoxy resins (SER) and systems and growth platform products such as converted epoxy resins (CER) and additives.

The Epoxy segment serves a diverse array of applications, including wind energy, electrical laminates, consumer goods and composites, as well as numerous applications in civil engineering and protective coatings.

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SER is processed further with BisA to meet specific end market applications.

While LER and SER are sold externally, a significant portion of LER production is further converted into CER where value-added modifications produce higher margin resins.

While LER and SER are sold externally, a significant portion of LER production is further converted through our systems and growth platform into CER and other additive products where value-added modifications produce higher margin resins for specific customer applications.

Our Epoxy segment maintains a reliable supply of certain key raw materials, such as benzene and propylene, under long-term, cost based contracts.

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The Epoxy segment’s consumption of chlorine enables the Chlor Alkali Products and Vinyls segment to generate caustic soda production and sales.

Chlorine used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment.

Chlorine and caustic soda used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment.

The following table lists principal products and services of our Epoxy segment.

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Stade, Germany bisphenol, caustic soda, epichlorohydrin

Systems and Growth Platforms:

Converted epoxy resins and additives Electrical laminates, paint and coatings, wind blades, electronics and construction Baltringen, Germany

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The Epoxy segment continues to drive productivity cost improvements through the entire supply chain to build on our position as the low cost producer of EPI and LER in the Americas and Europe.

Capitalize on Aromatics Assets.

The Epoxy segment utilizes our Aromatics position as a low-cost feedstock for LER and derivative applications while seeking the highest return opportunities for Aromatics assets.

Focus on Systems and Growth Platforms.

The Epoxy segment is focused on expanding our market participation in higher value add platform products aligning with growing end-use markets.

Products and Services

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In November 2021, Winchester introduced Shoot United TM , a dynamic initiative designed to promote the shooting sports and drive increased participation.

Shoot United embodies engaging content that will be shared nationwide through mainstream media and on ShootUnited.com.

Shoot United embodies engaging content that will continue to be shared nationwide through mainstream media and on ShootUnited.com.

The content is meant to entertain, inform and foster a healthy and transparent dialogue.

In addition, grassroots events will be coordinated throughout the U.S.

In addition, grassroots events will continue to be coordinated throughout the U.S.

for people to join, with the mission to drive awareness and introduce new participants to the sport.

During 2021, Winchester received the exclusive .308 Winchester/7.62x51 NATO FBI sniper contract, the first of its kind in this caliber, as well as a 9mm duty and training contract.

During 2022, the U.S.

Army awarded Winchester the second year of a five-year contract to manufacture 5.56 mm, 7.62 mm and .50 caliber rifle ammunition as well as a new five-year pistol contract for .38 caliber, .45 caliber and 9mm handgun ammunition.

The rifle contract was made under the third consecutive “Second Source” ammunition contract Winchester has received from the U.S.

The pistol contract maintains Winchester’s longstanding position as the leading supplier of pistol ammunition to the U.S.

During 2022, the U.S.

Army awarded Winchester contracts to support the 6.8mm Next Generation Squad Weapons (NGSW) program at the Lake City Army Ammunition Plant, including the design of the NGSW ammunition manufacturing facility.

During 2021, Winchester received the exclusive .308 Winchester/7.62x51 NATO FBI sniper contract, the first of its kind in this caliber, as well as a 9mm duty and training contract, both of which were renewed in 2022.

In May 2021, Winchester was recognized with the Overall Supplier of the Year award by Academy Sports and Outdoors, Incorporated (Academy), one of the nation’s largest retailers of sporting goods products and outdoor merchandise.

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American Rifleman magazine’s Golden Bullseye Award as “Ammunition Product of the Year” in 2020 and 2022;

Guns & Ammo magazine’s “Ammunition of the Year” award in 2019 and 2021;

National Association of

Sporting Goods Wholesalers in partnership with the Professional Outdoor Media Association ’s Caliber Award for “Best New Ammunition” in 2019.

Guns & Ammo magazine’s “Ammunition of the Year” award in 2021.

Winchester purchases raw materials such as copper-based strip and ammunition cartridge case cups and lead from vendors based on a conversion charge or premium.

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The backlog was estimated based on expected volume to be shipped from firm contractual orders, which are subject to customary terms and conditions, including cancellation and modification provisions.

During 2020 and 2021, consumer purchases of ammunition increased significantly above historic demand levels.

Our ability to fulfill the backlog could be constrained due to limitations on our production capacity.

During 2021, consumer purchases of ammunition increased significantly above historic demand levels.

Approximately 95% of contracted backlog as of January 31, 2023 is expected to be fulfilled during 2023, with the remainder expected to be fulfilled during 2024.

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While the technologies to manufacture and transport chlorine and caustic soda are widely available, the production facilities require large capital investments, and are subject to significant regulatory and permitting requirements.

Approximately 68% of the total North American chlor alkali capacity is located in the U.S.

Gulf Coast region.

There is a worldwide market for caustic soda, which attracts imports and allows exports depending on market conditions.

This industry includes large diversified producers in North America and abroad, including multiple producers located in China.

Other large chlor alkali producers in North America include The Occidental Petroleum Corporation (Oxy) and Westlake Chemical Corporation (Westlake).

Other large chlor alkali producers in North America include The Occidental Petroleum Corporation (Oxy), Westlake Chemical Corporation (Westlake), Formosa USA, and Shintech Inc., a subsidiary of Shin-Etsu Chemical Co., Ltd (Shintech).

We are also a leading integrated global producer of chlorinated organic products with a strong cost position due to our scale and access to chlor alkali feedstocks.

This industry includes large diversified producers such as Oxy, Westlake, Inovyn (an Ineos company), and KEM ONE Group SAS, as well as multiple producers located in China.

This industry also includes large diversified producers such as Oxy, Westlake, Nobian Industrial Chemicals B.V.

(Nobian), Inovyn (an Ineos company), and KEM ONE Group SAS, as well as multiple producers located in China and India.

We are a major global fully integrated epoxy producer, with access to key low cost feedstocks and a cost advantaged infrastructure.

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The markets in which our Epoxy segment operates are highly competitive and are dependent on significant capital investment, the development of proprietary technology and maintenance of product research and development.

Among our competitors are Huntsman Corporation (Huntsman), Hexion, Inc.

(Hexion), Kukdo Chemical Co.

Among our competitors are Huntsman Corporation (Huntsman), Westlake, Kukdo Chemical Co.

(Kukdo) and Kumho P&B Chemicals (Kumho) as well as multiple other producers located in Asia.

Westlake announced that it has completed the acquisition of Hexion’s global epoxy business.

We believe our Winchester business is one of the largest global manufacturers of commercial small caliber ammunition.

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(Vista) are among the largest commercial ammunition manufacturers in the U.S.

The ammunition industry is highly competitive with Olin, Vista and numerous smaller domestic manufacturers and foreign producers competing for sales to the commercial ammunition customers.

The ammunition industry is highly competitive with Olin, Vista and numerous smaller domestic manufacturers and

foreign producers competing for sales to the commercial ammunition customers.

Many factors influence our ability to compete successfully, including price, delivery, service, performance, product innovation and product recognition and quality, depending on the product involved.

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At Olin, we believe that our employees are critical to our success.

In 2021 we established our Lifting People core principle with three distinct pillars - Opportunity & Fulfillment, Communication & Connection, and Trust.

Our established Lifting Olin People core principles fuel the actions that our Lifting People pillars - Opportunity & Fulfillment, Communication & Connection, and Trust - take during the year to enhance the engagement of our employees.

Lifting People is about creating work environments for our global workforce that are inclusive, supportive, and empowering while encouraging and incentivizing the highest level of performance.

We support our global workforce through a variety of factors, including benefits and compensation, recognition and rewards, a focus on diversity and inclusion, and professional development, all of which are included in the overall employee value proposition.

We strive to provide our employees with a safe and supportive environment and maintain a steadfast commitment to safely producing and distributing our products, both of which we believe are fundamental in achieving our goals.

Olin senior management provides oversight for the benefits programs and compensation of our workforce in a variety of ways, including periodic compensation benchmarking, implementation of various health and other employee benefit programs review of certain employee post-retirement benefits and accessibility of employee assistance programs.

Our human resources department oversees these programs to ensure our benefits and compensation programs are competitive.

We support our global workforce through a variety of factors, including benefits and compensation, recognition and rewards, a focus on diversity and inclusion, workplace flexibility, community engagement and volunteerism, and professional development, all of which are included in the overall employee value proposition.

We commit to provide our employees with a safe and supportive environment and maintain a steadfast commitment to safely producing and distributing our products, which we believe is fundamental to the achievement of our goals.

Olin senior management provides oversight for the benefits programs and compensation of our workforce.

This includes conducting periodic compensation benchmarking, implementing health and other employee benefit programs and reviewing certain employee post-retirement benefits and accessibility of employee assistance programs.

Our human resources department manages and administers these programs to ensure our total rewards programs are competitive.

We have both salaried and hourly employee structures in place to compensate employees.

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Olin is committed to lifting people through diversity and inclusion and maintaining work environments where all employees are comfortable bringing their authentic selves to work each day.

We believe the insights provided by our workforce through their unique skills, backgrounds and experiences will lead us to future innovations that will reduce costs, reduce our environmental footprint, improve our ability to serve the world and keep our employees healthier and safer.

We uphold the diversity of our employees to embolden inclusive dialogue, creative ideas, and innovative solutions to cultivate lasting, positive impacts for our customers, employees, communities, and shareholders.

We encourage our employees to be creative and to participate in the dialogue taking place across the company to help develop innovative solutions that lead to lasting, positive impacts for our customers, employees, communities, and shareholders.

Our largest concentration of employees is located in the U.S., of which 30% are minorities.

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We also strive for continued professional development of our workforce.

We never stop learning and Olin provides a wide range of employee development and productivity programs.

These programs help our employees improve and grow, and ensure that each employee understands our values.

Our learning platform focuses on providing a variety of educational opportunities that support career development for our people.

As part of our commitment to professional development, we offer undergraduate and graduate tuition assistance to eligible employees up to a maximum of $10,000 per year.

We never stop learning and Olin provides a wide range of employee development and productivity programs, that include assignment based opportunities, job shadowing, mentoring and foundational programs for employees new in their Olin careers.

These programs help our employees improve and grow, and reinforce our values, in particular of Lifting Olin People.

Our learning platform focuses on providing a variety of educational opportunities that support career and professional development for our employees, including undergraduate and graduate tuition assistance to eligible employees up to a maximum of $10,000 per year.

We regularly review talent development and succession plans to identify and develop a pipeline of talent to maintain and continuously improve business operations.

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In the U.S., bargaining unit employees comprise 34% of the total workforce.

In 2022, we have no labor agreements that are due to expire in the U.S.

In 2023, we have labor agreements that are due to expire in the U.S., representing approximately 6% of our global workforce.

RESEARCH ACTIVITIES;

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Approximately 68% of our electricity is generated from natural gas or hydroelectric sources.

We satisfy our electricity needs through a combination of long-term power supply contracts and the operation of our own power assets, which allow for cost differentiation at specific U.S.

We satisfy our electricity needs through a combination of market power, long-term contracts and the operation of our own power assets, which allow for cost differentiation at specific U.S.

manufacturing sites.

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Methanol is sourced domestically and internationally primarily from large producers.

The Epoxy segment’s principal raw materials are chlorine, benzene, propylene and aromatics, which consist of cumene, phenol, acetone and BisA.

The Epoxy segment’s principal raw materials are chlorine, caustic soda, benzene, propylene and aromatics, which consist of cumene, phenol, acetone and BisA.

A portion of our purchases of raw materials, including benzene, propylene and a portion of our aromatics requirements, are made under long-term supply agreements, while a portion of our aromatics requirements are produced from our integrated production chain.

Chlorine is predominately sourced from our Chlor Alkali Products and Vinyls segment.

Chlorine and caustic soda is predominately sourced from our Chlor Alkali Products and Vinyls segment.

Lead, brass and propellant are the principal raw materials used in the Winchester business.

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Additional information related to our corporate responsibility initiatives, practices, activities, goals and related information, as well as future updates, can be found in the Corporate Responsibility section of our website at www.olin.com, including our Sustainability Report under the section Sustainability Success.

Our progress against ESG and sustainability targets is included with our public quarterly earnings review materials and can be referenced under the Investor Relations section of our website.

Our progress against environmental, social and governance (ESG) and sustainability targets is included within our ESG Scorecard, found in the Sustainability section of our website.

The contents of our website referenced in this section are not, and should not be considered to be, part of this report.

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Olin is strongly committed to excellence in protecting the environment, health, safety and security of our employees and those who live and work around our plants.

Our operations worldwide comply with all local requirements and implement other standards as required to protect the environment, health, safety and security of our operations.

Our operations worldwide comply with all local requirements and implement additional standards as required to protect the environment, health, safety and security of our operations.

We use our management system to drive continuous improvement and achieve excellence in environmental, health, safety, process safety and security performance.

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All employees have responsibilities within our management systems necessary to sustain our drive to zero incidents.

Olin continues to achieve targeted safety reductions, resulting in a downward trend in total safety and environmental incidents.

Olin continues its downward trend in personnel and process safety incidents.

Sustainability and Governance

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We recognize the impact our company has on our natural resources and our responsibility to stewardship of people and the planet.

This means striving for a company culture responsible to the ongoing economic, social and governance ideals of our employees and shareholders.

At Olin, we integrate sustainability in everything we do as a responsible corporate citizen.

This means striving for a company culture responsible to the ongoing ESG ideals of our employees and shareholders.

At Olin, we integrate sustainability into everything we do as a responsible corporate citizen.

We value and respect our people, the communities in which we operate, our customers and the environment.

We commit to making a contribution to the protection of the world and its future condition through the safety and efficiency of our business practices - from supply to manufacture to delivery and ultimately the end-use of our products.

Our focus on continuous improvement throughout our history drives our business.

Our Sustainability Report describes our core tenets in this area.

Focused on four pillars, we are challenging ourselves to advance those opportunities where our impact on the planet, our operations and our people and communities is most meaningful:

Energy and Climate Mindfulness

Olin systematically and strategically manages our energy and carbon footprint, driving greater efficiency and increasing utilization of renewable resources.

Resource Efficiency

Olin effectively manages critical resources to minimize consumption and waste, increase reuse and recycle of materials, drive operations efficiency, and be good stewards of protection for the environment.

Product Sustainability and Commercial Outreach

Olin’s products and processes contribute to sustainable opportunities and innovation, enabling safe handling and distribution throughout the supply chain.

Employee and Community Care

Olin provides equal opportunities to employees and ensures the ongoing safety and livelihood of our people and communities.

We have developed a strategy and global initiative to manage and track our greenhouse gas (GHG) emissions, water usage, waste disposal and energy consumption and efficiency at our facilities.

We are committed to improving our use of resources, acting on opportunities to reduce our environmental footprint and setting targets for improvement.

We understand that maintaining safe, sustainable operations has an impact on us, our communities, the environment and our collective future.

We continue to invest to develop safer, cleaner and more efficient products and processes.

Our social and governance practices drive safety, equality and fairness for our operations and ensure transparency of our practices.

We commit to making a contribution to protecting the world and its future condition through the safety and efficiency of our business practices - from supply to manufacturing to delivery and ultimately the end-use of our products.

Executing on our sustainability strategy, we believe Olin will increase value for our investors, employees, and customers by enhancing our strategic operating model through focused ESG actions.

These actions include:

• Protecting our employees and communities through our industry-leading occupational and process safety programs

• Proudly strengthening United States defense, international defense, law enforcement, and conservation through our Winchester ammunition brand

• Significantly reducing our environmental impact by taking concrete steps through technology and commercial innovation to lower our carbon footprint, net water usage, and resource consumption

• Developing and enabling sustainable solutions within the value chain through our product and service offerings

• Consistently upholding our values and governance standards as we amplify our culture of inclusion and cultivate our diverse workforce

We believe Olin’s industry leadership, focused ESG actions, and our engaged workforce will create a positive, long-lasting impact on our communities and the environment.

Product Responsibility

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Additionally, Winchester ammunition is designed and manufactured in accordance with the voluntary industry standards published by the Sporting Arms and Ammunition Manufacturers’ Institute.

We are deeply committed to ammunition education and advocate strongly for the belief that it is important to take the necessary steps to be trained and educated when handling and using a firearm for recreational purposes, both for experienced and novice participants.

Our goal is to meet or exceed guidelines in every instance.

Olin leadership demonstrates its commitment to these standards through active participation and communication concerning product safety, within our organization and to external stakeholders.

We are deeply committed to ammunition education and advocate strongly for owners and participants to take the necessary steps to be trained and educated when handling, storing or using a firearm for recreational purposes, both for experienced and novice participants.

Winchester dedicates an increasing share of its online content to safety education materials for all to responsibly and confidently own and use Winchester products.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business