What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-10-27 compared with 2023-07-28 · 135 added, 100 removed, 660 unchanged (26% of the section changed)

3 unchanged sentences

(In millions, except per share data)

June 30, 2023 December 31, 2022 June 30, 2022

September 30, 2023 December 31, 2022 September 30, 2022

Current assets:

42 unchanged sentences

(In millions, except per share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

4 unchanged sentences

Restructuring charges 11.9 7.6 92.0 14.3

Other operating income 27.0 3.3 27.5 3.3

Other operating (expense) income

( 0.3 ) 13.0 27.2 16.3

Operating income 166.0 393.5 613.1 1,505.4

5 unchanged sentences

Net income $ 104.5 $ 315.2 $ 403.2 $ 1,130.3

Net loss attributable to noncontrolling interests ( 2.2 ) — ( 4.5 ) —

Net income (loss) attributable to noncontrolling interests

0.4 — ( 4.1 ) —

Net income attributable to Olin Corporation $ 104.1 $ 315.2 $ 407.3 $ 1,130.3

9 unchanged sentences

(In millions)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Net income $ 104.5 $ 315.2 $ 403.2 $ 1,130.3

Other comprehensive (loss) income, net of tax:

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments ( 3.3 ) ( 25.1 ) ( 6.3 ) ( 61.6 )

Unrealized losses (gains) on derivative contracts, net 7.4 ( 55.0 ) 14.8 ( 24.3 )

Gains (losses) on derivative contracts, net

6.2 ( 8.7 ) 21.0 ( 33.0 )

Amortization of prior service costs and actuarial losses, net 0.2 7.0 0.9 20.3

Total other comprehensive (loss) income, net of tax ( 0.7 ) ( 74.3 ) 12.5 ( 47.5 )

Total other comprehensive income (loss), net of tax

3.1 ( 26.8 ) 15.6 ( 74.3 )

Comprehensive income 107.6 288.4 418.8 1,056.0

Comprehensive loss attributable to noncontrolling interests ( 2.2 ) — ( 4.5 ) —

Comprehensive income (loss) attributable to noncontrolling interests

0.4 — ( 4.1 ) —

Comprehensive income attributable to Olin Corporation $ 107.2 $ 288.4 $ 422.9 $ 1,056.0

3 unchanged sentences

(In millions, except per share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

15 unchanged sentences

Balance at beginning of period $ ( 483.4 ) $ ( 535.5 ) $ ( 495.9 ) $ ( 488.0 )

Other comprehensive (loss) income ( 0.7 ) ( 74.3 ) 12.5 ( 47.5 )

Other comprehensive income (loss)

3.1 ( 26.8 ) 15.6 ( 74.3 )

Balance at end of period $ ( 480.3 ) $ ( 562.3 ) $ ( 480.3 ) $ ( 562.3 )

7 unchanged sentences

Balance at beginning of period $ 39.6 $ — $ — $ —

Net loss ( 2.2 ) — ( 4.5 ) —

Net income (loss)

0.4 — ( 4.1 ) —

Contributions from noncontrolling interests — — 44.1 —

6 unchanged sentences

(In millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating Activities

33 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 0.7 ) ( 3.5 )

Net (decrease) increase in cash and cash equivalents ( 32.9 ) 124.1

Net decrease in cash and cash equivalents

( 35.7 ) ( 16.9 )

Cash and cash equivalents, beginning of year 194.0 180.5

17 unchanged sentences

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

The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges.

The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, industrial cartridges and clay targets.

On January 10, 2023, Blue Water Alliance (BWA), our joint venture with Mitsui & Co., Ltd.

20 unchanged sentences

During the fourth quarter of 2022, we committed to and completed a plan to close down one of our bisphenol production lines at our Stade, Germany site.

For the three and six months ended June 30, 2023, we recorded pretax restructuring charges of $ 13.3 million and $ 71.1 million, respectively, for the write-off of equipment and facility costs, employee severance and related benefit costs, contract

For the three and nine months ended September 30, 2023, we recorded restructuring charges of $ 8.6 million and $ 79.7 million, respectively, for the write-off of equipment and facility costs, employee severance and related benefit costs, contract

termination costs and facility exit costs related to these actions.

2 unchanged sentences

The closure was completed during third quarter of 2022.

For the three months ended June 30, 2023 and 2022, we recorded pretax restructuring charges of $ 2.5 million and $ 0.7 million, respectively, for lease and other contract termination costs and for facility exit costs related to this action.

For the six months ended June 30, 2023 and 2022, we recorded pretax restructuring charges of $ 3.9 million and $ 1.6 million, respectively, for lease and other contract termination costs and for facility exit costs related to this action.

For the three months ended September 30, 2023 and 2022, we recorded restructuring charges of $ 0.7 million and $ 5.5 million, respectively, for lease and other contract termination costs, facility exit costs, and for the write-off of equipment and facility costs related to this action.

For the nine months ended September 30, 2023 and 2022, we recorded restructuring charges of $ 4.6 million and $ 7.1 million, respectively, for lease and other contract termination costs, facility exit costs, and for the write-off of equipment and facility costs related to this action.

We expect to incur additional restructuring charges through 2027 of approximately $ 25 million related to these actions.

On January 18, 2021, we announced we had made the decision to permanently close our trichloroethylene and anhydrous hydrogen chloride liquefaction facilities in Freeport, TX (collectively, Freeport 2021 Plan), which were completed in the fourth quarter of 2021.

For the three months ended June 30, 2023 and 2022, we recorded pretax restructuring charges of $ 1.4 million and $ 1.2 million, respectively, for facility exit costs related to these actions.

For the six months ended June 30, 2023 and 2022, we recorded pretax restructuring charges of $ 2.1 million and $ 1.5 million, respectively, for facility exit costs related to these actions.

For the three months ended September 30, 2023 and 2022, we recorded restructuring charges of $ 0.7 million and $ 0.4 million, respectively, for facility exit costs related to these actions.

For the nine months ended September 30, 2023 and 2022, we recorded restructuring charges of $ 2.8 million and $ 1.9 million, respectively, for facility exit costs related to these actions.

We expect to incur additional restructuring charges through 2025 of approximately $ 15 million related to these actions.

1 unchanged sentence

The VDC facility and related chlor alkali plant were closed during the fourth quarter of 2020 and second quarter of 2021, respectively.

For the three months ended June 30, 2023 and 2022, we recorded pretax restructuring charges of $ 2.0 million and $ 1.5 million, respectively, for facility exit costs related to these actions.

For the six months ended June 30, 2023 and 2022, we recorded pretax restructuring charges of $ 3.0 million and $ 3.2 million, respectively, for facility exit costs related to these actions.

For the three months ended September 30, 2023 and 2022, we recorded restructuring charges of $ 1.9 million and $ 1.7 million, respectively, for facility exit costs related to these actions.

For the nine months ended September 30, 2023 and 2022, we recorded restructuring charges of $ 4.9 million and $ 4.9 million, respectively, for facility exit costs related to these actions.

We expect to incur additional restructuring charges through 2026 of approximately $ 25 million related to these actions.

On March 21, 2016, we announced that we had made the decision to close a combined total of 433,000 tons of chlor alkali capacity across three separate locations (collectively, Chlor Alkali 2016 Plan).

For the three and six months ended June 30, 2022, we recorded pretax restructuring charges of $ 0.2 million and $ 0.4 million, respectively, for facility exit costs and lease and other contract termination costs related to these actions.

For the nine months ended September 30, 2022, we recorded restructuring charges of $ 0.4 million, respectively, for facility exit costs and lease and other contract termination costs related to these actions.

We do no t expect to incur additional restructuring charges related to these capacity reductions.

The following table summarizes the 2023 and 2022 activities by major component of these restructuring actions and the remaining balances of accrued restructuring costs as of June 30, 2023 and 2022:

The following table summarizes the 2023 and 2022 activities by major component of these restructuring actions and the remaining balances of accrued restructuring costs as of September 30, 2023 and 2022:

Employee severance and related benefit costs Lease and other contract termination costs Facility exit costs Write-off of equipment and facility Total

4 unchanged sentences

Second quarter — 0.2 3.1 0.3 3.6

Third quarter — — 4.9 2.7 7.6

Amounts utilized ( 4.3 ) ( 1.3 ) ( 10.6 ) ( 3.4 ) ( 19.6 )

Balance at June 30, 2022 $ 3.2 $ 4.7 $ — $ — $ 7.9

Balance at September 30, 2022 $ 2.6 $ 4.4 $ — $ — $ 7.0

Balance at January 1, 2023 $ 9.4 $ 4.2 $ — $ — $ 13.6

2 unchanged sentences

Second quarter 3.3 1.7 9.3 4.9 19.2

Third quarter 2.6 2.0 7.3 — 11.9

Amounts utilized ( 3.4 ) ( 13.4 ) ( 25.0 ) ( 17.7 ) ( 59.5 )

Balance at June 30, 2023 $ 11.3 $ 38.4 $ — $ — $ 49.7

The following table summarizes the cumulative restructuring charges of these restructuring actions by major component through June 30, 2023:

Balance at September 30, 2023 $ 11.9 $ 34.2 $ — $ — $ 46.1

The following table summarizes the cumulative restructuring charges of these restructuring actions by major component through September 30, 2023:

Chlor Alkali Products and Vinyls Epoxy Corporate/other Total

7 unchanged sentences

Total cumulative restructuring charges $ 18.5 $ 11.9 $ 77.5 $ 182.7 $ 87.7 $ 10.3 $ 388.6

As of June 30, 2023, we have incurred cash expenditures of $ 169.0 million and non-cash charges of $ 158.0 million related to these restructuring actions.

As of September 30, 2023, we have incurred cash expenditures of $ 184.5 million and non-cash charges of $ 158.0 million related to these restructuring actions.

The remaining balance of $ 46.1 million is expected to be paid out through 2028.

2 unchanged sentences

Diluted net income attributable to Olin Corporation per share reflects the dilutive effect of stock-based compensation.

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

1 unchanged sentence

Net income $ 104.5 $ 315.2 $ 403.2 $ 1,130.3

Net loss attributable to noncontrolling interests ( 2.2 ) — ( 4.5 ) —

Net income (loss) attributable to noncontrolling interests

0.4 — ( 4.1 ) —

Net income attributable to Olin Corporation $ 104.1 $ 315.2 $ 407.3 $ 1,130.3

6 unchanged sentences

Diluted net income attributable to Olin Corporation per share $ 0.82 $ 2.18 $ 3.12 $ 7.44

The computation of dilutive shares does not include 1.3 million shares for both the three and six months ended June 30, 2023 and 0.8 million shares for both the three and six months ended June 30, 2022, as their effect would have been anti-dilutive.

The computation of dilutive shares does not include 1.3 million shares for both the three and nine months ended September 30, 2023 and 0.7 million shares for both the three and nine months ended September 30, 2022, as their effect would have been anti-dilutive.

ACCOUNTS RECEIVABLES

2 unchanged sentences

In addition, the Receivables Financing Agreement incorporates the net leverage ratio covenant that is contained in the $ 1,550.0 million Senior Credit Facility.

As of June 30, 2023, December 31, 2022 and June 30, 2022, we had $ 234.8 million, $ 300.0 million and $ 300.0 million, respectively, drawn under the agreement.

As of June 30, 2023, $ 478.6 million of our trade receivables were pledged as collateral and we had $ 120.0 million of additional borrowing capacity under the Receivables Financing Agreement, which was limited by our borrowing base.

As of September 30, 2023, December 31, 2022 and September 30, 2022, we had $ 350.0 million, $ 300.0 million and $ 300.0 million, respectively, drawn under the agreement.

As of September 30, 2023, $ 489.4 million of our trade receivables were pledged as collateral and we had $ 7.2 million of additional borrowing capacity under the Receivables Financing Agreement, which was limited by our borrowing base.

Olin also has trade accounts receivable factoring arrangements (AR Facilities) and pursuant to the terms of the AR Facilities, certain of our domestic subsidiaries may sell their accounts receivable up to a maximum of $ 175.5 million and certain of our foreign subsidiaries may sell their accounts receivable up to a maximum of € 22.0 million.

2 unchanged sentences

The following table summarizes the AR Facilities activity:

September 30,

($ in millions)

4 unchanged sentences

The factoring discount paid under the AR Facilities is recorded as interest expense on the condensed statements of operations.

The factoring discount was $ 1.3 million and $ 0.4 million for the three months ended June 30, 2023 and 2022, respectively, and $ 2.5 million and $ 0.9 million for the six months ended June 30, 2023 and 2022, respectively.

The agreements are without recourse and therefore no recourse liability had been recorded as of June 30, 2023, December 31, 2022 or June 30, 2022.

Our condensed balance sheets included an allowance for doubtful accounts receivables of $ 13.0 million, $ 12.6 million and $ 15.0 million and other receivables of $ 81.7 million, $ 71.6 million and $ 50.3 million at June 30, 2023, December 31, 2022 and June 30, 2022, respectively, which were included in receivables, net.

The factoring discount was $ 1.3 million and $ 0.9 million for the three months ended September 30, 2023 and 2022, respectively, and $ 3.8 million and $ 1.8 million for the nine months ended September 30, 2023 and 2022, respectively.

agreements are without recourse and therefore no recourse liability had been recorded as of September 30, 2023, December 31, 2022 or September 30, 2022.

Our condensed balance sheets included an allowance for doubtful accounts receivables of $ 12.8 million, $ 12.6 million and $ 12.5 million and other receivables of $ 78.0 million, $ 71.6 million and $ 58.0 million at September 30, 2023, December 31, 2022 and September 30, 2022, respectively, which were included in receivables, net.

Inventories consisted of the following:

June 30, 2023 December 31,

2022 June 30, 2022

September 30, 2023 December 31,

2022 September 30, 2022

($ in millions)

7 unchanged sentences

Inventories under the LIFO method are based on annual estimates of quantities and costs as of year-end;

therefore, the condensed financial statements at June 30, 2023 reflect certain estimates relating to inventory quantities and costs at December 31, 2023.

The replacement cost of our inventories would have been approximately $ 173.8 million, $ 155.8 million and $ 166.0 million higher than reported at June 30, 2023, December 31, 2022 and June 30, 2022, respectively.

therefore, the condensed financial statements at September 30, 2023 reflect certain estimates relating to inventory quantities and costs at December 31, 2023.

The replacement cost of our inventories would have been approximately $ 154.8 million, $ 155.8 million and $ 154.3 million higher than reported at September 30, 2023, December 31, 2022 and September 30, 2022, respectively.

Included in other assets were the following:

June 30, 2023 December 31, 2022 June 30, 2022

September 30, 2023 December 31, 2022 September 30, 2022

($ in millions)

2 unchanged sentences

Other assets $ 1,117.3 $ 1,102.5 $ 1,090.7

Amortization expense of $ 17.8 million and $ 17.6 million for the three months ended June 30, 2023 and 2022, respectively, and amortization expense of $ 35.6 million and $ 35.2 million for the six months ended June 30, 2023 and 2022, respectively, was recognized within cost of goods sold related to our long-term supply contracts and is reflected in depreciation and amortization on the condensed statements of cash flows.

Amortization expense of $ 17.8 million and $ 17.6 million for the three months ended September 30, 2023 and 2022, respectively, and amortization expense of $ 53.4 million and $ 52.8 million for the nine months ended September 30, 2023 and 2022, respectively, was recognized within cost of goods sold related to our long-term supply contracts and is reflected in depreciation and amortization on the condensed statements of cash flows.

GOODWILL AND INTANGIBLE ASSETS

4 unchanged sentences

Foreign currency translation adjustment 0.5 0.1 0.6

Balance at June 30, 2022 $ 1,275.9 $ 145.0 $ 1,420.9

Balance at September 30, 2022 $ 1,276.1 $ 145.1 $ 1,421.2

Balance at January 1, 2023 $ 1,275.8 $ 145.1 $ 1,420.9

Foreign currency translation adjustment 0.1 — 0.1

Balance at June 30, 2023 $ 1,275.8 $ 145.1 $ 1,420.9

Balance at September 30, 2023 $ 1,275.9 $ 145.1 $ 1,421.0

Intangible assets consisted of the following:

June 30, 2023 December 31, 2022 June 30, 2022

September 30, 2023 December 31, 2022 September 30, 2022

Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net

5 unchanged sentences

Long-term Debt Borrowings (Repayments)

for the Six Months Ended

June 30, 2023 June 30, 2022

for the Nine Months Ended

September 30, 2023 September 30, 2022

Debt Instruments ($ in millions)

2 unchanged sentences

Total borrowings $ 587.7 $ 215.0

5.50% senior notes due 2022 — ( 200.0 )

Senior Term Loan ( 6.6 ) —

11 unchanged sentences

The Senior Revolving Credit Facility includes a $ 100.0 million letter of credit subfacility.

At June 30, 2023, we had $ 984.6 million available under our $ 1,200.0 million Senior Revolving Credit Facility because we had $ 215.0 million borrowed under the facility and issued $ 0.4 million of letters of credit.

We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of June 30, 2023, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured.

At September 30, 2023, we had $ 1,034.6 million available under our $ 1,200.0 million Senior Revolving Credit Facility because we had $ 165.0 million borrowed under the facility and issued $ 0.4 million of letters of credit.

We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of September 30, 2023, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured.

In the future, our ability to generate sufficient operating cash flows, among other factors, will determine the amounts available to be borrowed under these facilities.

1 unchanged sentence

The limitation, if an amendment or waiver from our lenders is not obtained, could restrict our ability to borrow the maximum amounts available under the Senior Revolving Credit Facility and the Receivables Financing Agreement.

As of June 30, 2023, there were no covenants or other restrictions that limited our ability to borrow.

As of September 30, 2023, there were no covenants or other restrictions that limited our ability to borrow.

PENSION PLANS AND RETIREMENT BENEFITS

4 unchanged sentences

Our foreign subsidiaries maintain pension and other benefit plans, which are consistent with local statutory practices.

Our domestic qualified defined benefit pension plan provides that if, within three years following a change of control of Olin, any corporate action is taken or filing made in contemplation of, among other things, a plan termination or merger or other transfer of assets or liabilities of the plan, and such termination, merger, or transfer thereafter takes place, plan benefits would

automatically be increased for affected participants (and retired participants) to absorb any plan surplus (subject to applicable collective bargaining requirements).

transfer of assets or liabilities of the plan, and such termination, merger, or transfer thereafter takes place, plan benefits would automatically be increased for affected participants (and retired participants) to absorb any plan surplus (subject to applicable collective bargaining requirements).

We also provide certain postretirement healthcare (medical) and life insurance benefits for eligible active and retired domestic employees.

1 unchanged sentence

Pension Benefits Other Postretirement Benefits

Three Months Ended June 30, Three Months Ended June 30,

Three Months Ended September 30, Three Months Ended September 30,

2023 2022 2023 2022

7 unchanged sentences

Pension Benefits Other Postretirement Benefits

Six Months Ended June 30, Six Months Ended June 30,

Nine Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

6 unchanged sentences

Net periodic benefit (income) cost $ ( 14.6 ) $ ( 24.5 ) $ 2.3 $ 2.8

We made cash contributions to our international qualified defined benefit pension plans of $ 1.5 million and $ 0.8 million for the six months ended June 30, 2023 and 2022, respectively.

The effective tax rate for the three months ended June 30, 2023 included a benefit associated with stock-based compensation, a benefit associated with prior year tax positions, an expense from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions, and an expense from a change in tax contingencies, resulting in a net $ 12.0 million tax benefit.

After giving consideration to these items, the effective tax rate for the three months ended June 30, 2023 of 25.4 % was higher than the 21 % U.S.

federal statutory rate primarily due to state income tax and an increase in the valuation allowance related to losses in foreign jurisdictions, partially offset by favorable permanent salt depletion deductions.

The effective tax rate for the three months ended June 30, 2022 included a benefit associated with prior year tax positions and stock-based compensation, resulting in a net $ 8.5 million tax benefit.

After giving consideration to these items, the effective tax rate for the three months ended June 30, 2022 of 23.5 % was higher than the 21 % U.S.

We made cash contributions to our international qualified defined benefit pension plans of $ 1.6 million and $ 0.9 million for the nine months ended September 30, 2023 and 2022, respectively.

The effective tax rate for the three months ended September 30, 2023 included a net $ 7.2 million tax benefit, primarily associated with stock-based compensation and prior year tax positions, partially offset by an expense from a change in tax contingencies.

After giving consideration to these items, the effective tax rate for the three months ended September 30, 2023 of 23.2 % was higher than the 21.0 % U.S.

The effective tax rate for the three months ended September 30, 2022 included a net $ 36.6 million benefit primarily associated with a legal entity liquidation.

After giving consideration to this benefit, the effective tax rate for the three months ended September 30, 2022 of 24.3 % was higher than the 21.0 % U.S.

federal statutory rate primarily due to state and foreign income taxes, partially offset by foreign income exclusions and favorable permanent salt depletion deductions.

The effective tax rate for the six months ended June 30, 2023 included a benefit associated with stock-based compensation, a benefit from remeasurement of deferred taxes due to a decrease in our state effective tax rates, a benefit associated with prior year tax positions, an expense from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions, and an expense from a change in tax contingencies, resulting in a net $ 17.2 million tax benefit.

giving consideration to these items, the effective tax rate for the six months ended June 30, 2023 of 24.5 % was higher than the 21 % U.S.

The effective tax rate for the nine months ended September 30, 2023 included a net $ 24.4 million tax benefit, primarily associated with stock-based compensation and prior year tax positions, partially offset by an expense from a change in tax contingencies.

After giving consideration to these items, the effective tax rate for the nine months ended September 30, 2023 of 24.1 % was higher than the 21.0 % U.S.

The effective tax rate for the six months ended June 30, 2022 included a benefit associated with prior year tax positions and stock-based compensation, resulting in a net $ 10.8 million tax benefit.

After giving consideration to these items, the effective tax rate for the six months ended June 30, 2022 of 24.4 % was higher than the 21 % U.S.

and foreign income taxes.

The effective tax rate for the nine months ended September 30, 2022 included a net $ 47.5 million tax benefit primarily associated with a legal entity liquidation, prior year tax positions and stock-based compensation.

After giving consideration to these items, the effective tax rate for the nine months ended September 30, 2022 of 24.4 % was higher than the 21.0 % U.S.

federal statutory rate primarily due to state and foreign income taxes, partially offset by foreign income exclusions and favorable permanent salt depletion deductions.

As of June 30, 2023, we had $ 58.7 million of gross unrecognized tax benefits, which would have a net $ 56.8 million impact on the effective tax rate, if recognized.

As of June 30, 2022, we had $ 46.0 million of gross unrecognized tax benefits, of which $ 45.4 million would have impacted the effective tax rate, if recognized.

As of September 30, 2023, we had $ 62.1 million of gross unrecognized tax benefits, which would have a net $ 58.4 million impact on the effective tax rate, if recognized.

As of September 30, 2022, we had $ 44.8 million of gross unrecognized tax benefits, of which $ 44.7 million would have impacted the effective tax rate, if recognized.

The amounts of unrecognized tax benefits were as follows:

September 30,

($ in millions)

5 unchanged sentences

Balance at end of period $ 62.1 $ 44.8

As of June 30, 2023, we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $ 38.1 million over the next twelve months.

As of September 30, 2023, we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $ 48.9 million over the next twelve months.

The anticipated reduction primarily relates to settlements with taxing authorities and the expiration of federal, state and foreign statutes of limitation.

15 unchanged sentences

We provide a contribution to an individual retirement contribution account maintained with the CEOP equal to an amount of between 5.0 % and 7.5 % of the employee’s eligible compensation.

The defined contribution plan expense for the three months ended June 30, 2023 and 2022 was $ 8.6 million and $ 8.8 million, respectively, and for the six months ended June 30, 2023 and 2022 was $ 20.3 million and $ 19.4 million, respectively.

The defined contribution plan expense for the three months ended September 30, 2023 and 2022 was $ 8.4 million and $ 9.6 million, respectively, and for the nine months ended September 30, 2023 and 2022 was $ 28.6 million and $ 28.9 million, respectively.

Company matching contributions are invested in the same investment allocation as the employee’s contribution.

Our matching contributions for eligible employees for the three months ended June 30, 2023 and 2022 was $ 3.7 million and $ 3.6 million, respectively, and for the six months ended June 30, 2023 and 2022 was $ 7.4 million and $ 6.7 million, respectively.

Our matching contributions for eligible employees for the three months ended September 30, 2023 and 2022 was $ 3.6 million and $ 4.0 million, respectively, and for the nine months ended September 30, 2023 and 2022 was $ 11.0 million and $ 10.8 million, respectively.

STOCK-BASED COMPENSATION

1 unchanged sentence

Stock-based compensation expense (benefit) was as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

41 unchanged sentences

This program will terminate upon the purchase of $ 2.0 billion of common stock.

For the six months ended June 30, 2023 and 2022, 7.1 million and 12.6 million shares, respectively, of common stock were repurchased and retired at a total value of $ 393.0 million and $ 689.7 million, respectively.

As of June 30, 2023, 13.0 million shares of common stock have been repurchased and retired at a total value of $ 687.8 million under the 2022 Repurchase Authorization program, and $ 1,312.2 million of common stock remained authorized to be repurchased under the program.

We issued 0.4 million and 0.9 million shares representing stock options exercised for the six months ended June 30, 2023 and 2022, respectively, with a total value of $ 11.9 million and $ 20.9 million, respectively.

For the nine months ended September 30, 2023 and 2022, 10.8 million and 20.8 million shares, respectively, of common stock were repurchased and retired at a total value of $ 595.1 million and $ 1,100.6 million, respectively.

As of September 30, 2023, 16.7 million shares of common stock have been repurchased and retired at a total value of $ 887.9 million under the 2022 Repurchase Authorization program, and $ 1,112.1 million of common stock remained authorized to be repurchased under the program.

We issued 0.8 million and 0.9 million shares representing stock options exercised for the nine months ended September 30, 2023 and 2022, respectively, with a total value of $ 22.3 million and $ 21.3 million, respectively.

The following table represents the activity included in accumulated other comprehensive loss:

Foreign Currency Translation Adjustment Unrealized (Losses) Gains on Derivative Contracts (net of taxes) Pension and Other Postretirement Benefits (net of taxes) Accumulated Other Comprehensive Loss

Foreign Currency Translation Adjustment Gains (Losses) on Derivative Contracts (net of taxes)

Pension and Other Postretirement Benefits (net of taxes) Accumulated Other Comprehensive Loss

($ in millions)

3 unchanged sentences

Second quarter ( 26.0 ) ( 36.4 ) — ( 62.4 )

Third quarter ( 25.1 ) 6.6 — ( 18.5 )

Reclassification adjustments of (gains) losses into income:

1 unchanged sentence

Second quarter — ( 36.1 ) 9.0 ( 27.1 )

Third quarter — ( 17.8 ) 9.1 ( 8.7 )

Tax (provision) benefit:

1 unchanged sentence

Second quarter — 17.5 ( 2.3 ) 15.2

Third quarter — 2.5 ( 2.1 ) 0.4

Net change ( 61.6 ) ( 33.0 ) 20.3 ( 74.3 )

Balance at June 30, 2022 $ ( 47.4 ) $ ( 1.5 ) $ ( 486.6 ) $ ( 535.5 )

Balance at September 30, 2022 $ ( 72.5 ) $ ( 10.2 ) $ ( 479.6 ) $ ( 562.3 )

Balance at January 1, 2023 $ ( 38.6 ) $ ( 32.5 ) $ ( 424.8 ) $ ( 495.9 )

2 unchanged sentences

Second quarter ( 8.5 ) ( 10.7 ) — ( 19.2 )

Third quarter ( 3.3 ) ( 1.9 ) — ( 5.2 )

Reclassification adjustments of losses into income:

1 unchanged sentence

Second quarter — 20.5 0.5 21.0

Third quarter — 10.2 0.2 10.4

Tax provision:

1 unchanged sentence

Second quarter — ( 2.4 ) ( 0.1 ) ( 2.5 )

Third quarter — ( 2.1 ) — ( 2.1 )

Net change ( 6.3 ) 21.0 0.9 15.6

Balance at June 30, 2023 $ ( 41.6 ) $ ( 17.7 ) $ ( 424.1 ) $ ( 483.4 )

Balance at September 30, 2023 $ ( 44.9 ) $ ( 11.5 ) $ ( 423.9 ) $ ( 480.3 )

Net income and cost of goods sold included reclassification adjustments for realized gains and losses on derivative contracts from accumulated other comprehensive loss.

8 unchanged sentences

Sales are attributed to geographic areas based on customer location.

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

12 unchanged sentences

Restructuring charges ( 11.9 ) ( 7.6 ) ( 92.0 ) ( 14.3 )

Other operating income 27.0 3.3 27.5 3.3

Other operating (expense) income

( 0.3 ) 13.0 27.2 16.3

Interest expense ( 46.2 ) ( 36.0 ) ( 133.9 ) ( 103.4 )

2 unchanged sentences

Income before taxes $ 126.7 $ 367.9 $ 499.4 $ 1,432.2

Other operating income for both the three and six months ended June 30, 2023 included a gain of $ 27.0 million for the sale of our domestic private trucking fleet and operations.

Three Months Ended June 30, Six Months Ended June 30,

Other operating (expense) income for the nine months ended September 30, 2023 included a gain of $ 27.0 million for the sale of our domestic private trucking fleet and operations.

Other operating (expense) income for both the three and nine months ended September 30, 2022 included a gain of $ 13.0 million for the sale of two former manufacturing facilities.

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

18 unchanged sentences

Total sales $ 1,671.4 $ 2,321.7 $ 5,218.4 $ 7,399.2

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

14 unchanged sentences

We are party to various government and private environmental actions associated with past manufacturing facilities and former waste disposal sites.

The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites amounting to $ 151.8 million, $ 146.6 million and $ 148.9 million at June 30, 2023, December 31, 2022 and June 30, 2022, respectively, of which $ 126.8 million, $ 121.6 million and $ 123.9 million, respectively, were classified as other noncurrent liabilities.

Environmental provisions charged to income, which are included in costs of goods sold, were $ 13.0 million and $ 5.0 million for the three months ended June 30, 2023 and 2022, respectively, and $ 16.2 million and $ 10.6 million for the six months ended June 30, 2023 and 2022, respectively.

The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites amounting to $ 153.5 million, $ 146.6 million and $ 149.3 million at September 30, 2023, December 31, 2022 and September 30, 2022, respectively, of which $ 128.5 million, $ 121.6 million and $ 124.3 million, respectively, were classified as other noncurrent liabilities.

Environmental provisions charged to income, which are included in costs of goods sold, were $ 6.9 million and $ 7.4 million for the three months ended September 30, 2023 and 2022, respectively, and $ 23.1 million and $ 18.0 million for the nine months ended September 30, 2023 and 2022, respectively.

Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting from investigatory studies, advances in technology, changes in environmental laws and regulations and their application, changes in regulatory authorities, the scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other Potentially Responsible Parties (PRPs), our ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs.

6 unchanged sentences

directly from one or more of the defendants, their parents, predecessors, subsidiaries or affiliates at any time on or after October 1, 2015 through December 31, 2018.

In August 2023, one of the other defendants announced that it had settled the Direct Purchaser lawsuit and sought court approval of that settlement.

Steel Chemicals and other caustic soda producers were also named as defendants in two purported class action civil lawsuits filed July 25 and 29, 2019 in the U.S.

15 unchanged sentences

We, and our subsidiaries, are defendants in various other legal actions (including proceedings based on alleged exposures to asbestos) incidental to our past and current business activities.

As of June 30, 2023, December 31, 2022 and June 30, 2022, our condensed balance sheets included accrued liabilities for these other legal actions of $ 15.9 million, $ 14.4 million and $ 14.5 million, respectively.

As of September 30, 2023, December 31, 2022 and September 30, 2022, our condensed balance sheets included accrued liabilities for these other legal actions of $ 15.3 million, $ 14.4 million and $ 14.2 million, respectively.

These liabilities do not include costs associated with legal representation.

16 unchanged sentences

We enter into forward sales and purchase contracts to manage currency risk to offset our net exposures, by currency, related to the foreign currency denominated monetary assets and liabilities of our operations.

At June 30, 2023, we had outstanding forward contracts to buy foreign currency with a notional value of $ 10.9 million and to sell foreign currency with a notional value of $ 126.1 million.

All of the currency derivatives expire within one year and are for U.S.

2 unchanged sentences

however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position or results of operations.

At December 31, 2022, we had outstanding forward contracts to buy foreign currency with a notional value of $ 275.8 million and to sell foreign currency with a notional value of $ 110.7 million.

At June 30, 2022, we had outstanding forward contracts to buy foreign currency with a notional value of $ 235.5 million and to sell foreign currency with a notional value of $ 81.0 million.

We had the following notional amounts of outstanding forward contracts to buy and sell foreign currency:

September 30, 2023 December 31, 2022 September 30, 2022

($ in millions)

Foreign Currency:

Buy 5.3 275.8 273.6

Sell 155.2 110.7 96.0

Cash Flow Hedges

1 unchanged sentence

We had the following notional amounts of outstanding commodity contracts that were entered into to hedge forecasted purchases:

June 30, 2023 December 31, 2022 June 30, 2022

September 30, 2023 December 31, 2022 September 30, 2022

($ in millions)

3 unchanged sentences

Total notional $ 207.5 $ 261.2 $ 272.1

As of June 30, 2023, the counterparties to these commodity contracts were Wells Fargo Bank, N.A., Citibank, N.A., JPMorgan Chase Bank, National Association and Bank of America Corporation, all of which are major financial institutions.

As of September 30, 2023, the counterparties to these commodity contracts were Wells Fargo Bank, N.A., Citibank, N.A., JPMorgan Chase Bank, National Association, Bank of America Corporation and The Toronto Dominion Bank, all of which are major financial institutions.

We use cash flow hedges for certain raw material and energy costs such as copper, zinc, lead, ethane, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations associated with forecasted purchases of raw materials and energy used in our manufacturing process.

At June 30, 2023, we had open derivative contract positions through 2028.

If all open futures contracts had been settled on June 30, 2023, we would have recognized a pretax loss of $ 23.8 million.

If commodity prices were to remain at June 30, 2023 levels, approximately $ 16.7 million of deferred losses, net of tax, would be reclassified into earnings during the next twelve months.

At September 30, 2023, we had open derivative contract positions through 2028.

If all open futures contracts had been settled on September 30, 2023, we would have recognized a pretax loss of $ 15.5 million.

If commodity prices were to remain at September 30, 2023 levels, approximately $ 12.6 million of deferred losses, net of tax, would be reclassified into earnings during the next twelve months.

The actual effect on earnings will be dependent on actual commodity prices when the forecasted transactions occur.

8 unchanged sentences

The table disaggregates our net derivative assets and liabilities into gross components on a contract-by-contract basis before giving effect to master netting arrangements:

June 30, 2023 December 31, 2022 June 30, 2022

September 30, 2023 December 31, 2022 September 30, 2022

($ in millions)

10 unchanged sentences

Commodity contracts - gains 3.2 4.0 3.8

Commodity contracts - losses — — ( 0.1 )

Total other assets 3.2 4.0 3.7

20 unchanged sentences

Amount of Gain (Loss)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Location of Gain (Loss) 2023 2022 2023 2022

16 unchanged sentences

If the threshold is exceeded, cash is either provided by the counterparty to us if the value of the derivatives is our asset, or cash is provided by us to the counterparty if the value of the derivatives is our liability.

As of June 30, 2023, December 31, 2022 and June 30, 2022, this threshold was not exceeded.

As of September 30, 2023, December 31, 2022 and September 30, 2022, this threshold was not exceeded.

In all instances where we are party to a master netting agreement, we offset the receivable or payable recognized upon payment of cash collateral against the fair value amounts recognized for derivative instruments that have also been offset under such master netting agreements.

16 unchanged sentences

Fair Value Measurements

Balance at June 30, 2023 Level 1 Level 2 Level 3 Total

Balance at September 30, 2023 Level 1 Level 2 Level 3 Total

Assets ($ in millions)

3 unchanged sentences

Commodity contracts $ — $ 20.0 $ — $ 20.0

Foreign exchange contracts — 0.7 — 0.7

Total Liabilities $ — $ 20.0 $ — $ 20.0

6 unchanged sentences

Total Liabilities $ — $ 49.9 $ — $ 49.9

Balance at June 30, 2022

Balance at September 30, 2022

Commodity contracts $ — $ 17.3 $ — $ 17.3

13 unchanged sentences

Since our long-term debt instruments may not be actively traded, the inputs used to measure the fair value of our long-term debt are based on current market rates for debt of similar risk and maturities and is classified as Level 2 in the fair value measurement hierarchy.

As of June 30, 2023, December 31, 2022 and June 30, 2022, the fair value measurements of debt were $ 2,661.1 million, $ 2,517.7 million and $ 2,635.3 million, respectively.

As of September 30, 2023, December 31, 2022 and September 30, 2022, the fair value measurements of debt were $ 2,666.9 million, $ 2,517.7 million and $ 2,386.5 million, respectively.

Nonrecurring Fair Value Measurements

In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis as required by ASC 820.

There were no assets or liabilities measured at fair value on a nonrecurring basis as of June 30, 2023, December 31, 2022 and June 30, 2022.

There were no assets or liabilities measured at fair value on a nonrecurring basis as of September 30, 2023, December 31, 2022 and September 30, 2022.

SUBSEQUENT EVENT

On October 1, 2023, Olin acquired the assets of White Flyer Targets, LLC (“White Flyer”) from Reagent Diversified Holdings, Inc.

for $ 63.7 million, subject to normal post-closing adjustments.

The acquisition was financed with cash on hand.

White Flyer designs, manufactures and sells recreational trap, skeet, international and sporting clay targets and will be included in Olin’s existing Winchester segment.

The initial purchase accounting of the transaction is not yet complete as a result of the timing of the acquisition.

The acquisition is not material and therefore supplemental pro forma financial information is not provided.

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-Q

Item 1. Financial Statements