What changed in this filing

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Item 1. Financial Statements

2024-04-26 compared with 2023-10-27 · 216 added, 324 removed, 471 unchanged (53% of the section changed)

3 unchanged sentences

(In millions, except per share data)

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

March 31, 2024 December 31, 2023 March 31, 2023

Current assets:

42 unchanged sentences

(In millions, except per share data)

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

2023 2022 2023 2022

Three Months Ended March 31,

Sales $ 1,635.3 $ 1,844.3

1 unchanged sentence

Cost of goods sold 1,428.0 1,441.7

Selling and administration 90.9 92.7 303.9 296.0

Selling and administrative 101.9 111.8

Restructuring charges 8.3 60.9

Other operating (expense) income

( 0.3 ) 13.0 27.2 16.3

Other operating income 0.2 0.5

Operating income 97.3 230.4

5 unchanged sentences

Net income 47.8 154.0

Net income (loss) attributable to noncontrolling interests

0.4 — ( 4.1 ) —

Net loss attributable to noncontrolling interests ( 0.8 ) ( 2.3 )

Net income attributable to Olin Corporation $ 48.6 $ 156.3

7 unchanged sentences

OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES

Condensed Statements of Comprehensive Income (Loss)

Condensed Statements of Comprehensive Income

(In millions)

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

2023 2022 2023 2022

Three Months Ended March 31,

Net income $ 47.8 $ 154.0

Other comprehensive income (loss), net of tax:

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

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 income (loss), net of tax

3.1 ( 26.8 ) 15.6 ( 74.3 )

Other comprehensive income, net of tax:

Foreign currency translation ( 2.3 ) 5.5

Cash flow hedges 7.7 7.4

Pension and postretirement benefits 1.2 0.3

Total other comprehensive income, net of tax 6.6 13.2

Comprehensive income 54.4 167.2

Comprehensive income (loss) attributable to noncontrolling interests

0.4 — ( 4.1 ) —

Comprehensive loss attributable to noncontrolling interests ( 0.8 ) ( 2.3 )

Comprehensive income attributable to Olin Corporation $ 55.2 $ 169.5

3 unchanged sentences

(In millions, except per share data)

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

2023 2022 2023 2022

Three Months Ended March 31,

Balance at beginning of period $ 120.2 $ 132.3

14 unchanged sentences

Balance at beginning of period ( 496.3 ) ( 495.9 )

Other comprehensive income (loss)

3.1 ( 26.8 ) 15.6 ( 74.3 )

Other comprehensive income 6.6 13.2

Balance at end of period ( 489.7 ) ( 482.7 )

3 unchanged sentences

Common stock dividends paid ( 23.9 ) ( 26.2 )

Common stock repurchased and retired ( 66.1 ) —

Balance at end of period 2,542.3 2,354.6

2 unchanged sentences

Balance at beginning of period 35.9 —

Net income (loss)

0.4 — ( 4.1 ) —

Net loss ( 0.8 ) ( 2.3 )

Contributions from noncontrolling interests — 44.1

6 unchanged sentences

(In millions)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Activities

1 unchanged sentence

Adjustments to reconcile net income to net cash and cash equivalents provided by (used for) operating activities:

Gains on disposition of property, plant and equipment ( 27.0 ) ( 13.0 )

Stock-based compensation 13.2 10.4

Depreciation and amortization 129.7 137.1

Deferred income taxes ( 60.6 ) ( 3.7 )

Stock-based compensation 4.4 3.7

Write-off of equipment and facility included in restructuring charges — 12.8

Deferred income taxes ( 13.9 ) ( 11.0 )

Qualified pension plan contributions ( 0.3 ) ( 0.8 )

12 unchanged sentences

Payments under other long-term supply contracts ( 28.5 ) ( 9.3 )

Proceeds from disposition of property, plant and equipment 28.8 14.9

Other investing activities ( 1.9 ) ( 0.4 )

6 unchanged sentences

Stock options exercised 19.8 11.2

Employee taxes paid for share-based payment arrangements ( 10.5 ) —

Dividends paid ( 23.9 ) ( 26.2 )

3 unchanged sentences

Net decrease in cash and cash equivalents ( 19.4 ) ( 18.0 )

( 35.7 ) ( 16.9 )

Cash and cash equivalents, beginning of year 170.3 194.0

19 unchanged sentences

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

(Mitsui), began operations after receiving all necessary regulatory approvals.

BWA is an independent global trader of ECU-based derivatives, focused on globally traded caustic soda and ethylene dichloride.

Olin holds 51% interest and exercises control in BWA and the joint venture is consolidated in our consolidated financial statements with Mitsui’s 49% interest in BWA classified as noncontrolling interest.

(Mitsui), began operations.

BWA is an independent global trader of Electrochemical Unit (ECU)-based derivatives, focused on globally traded caustic soda and ethylene dichloride.

Olin holds 51 % interest and exercises control in BWA and the joint venture is consolidated in our consolidated financial statements in our Chlor Alkali Products and Vinyls segment, with Mitsui’s 49 % interest in BWA classified as noncontrolling interest.

All intercompany accounts and transactions are eliminated in consolidation.

6 unchanged sentences

RECENT ACCOUNTING PRONOUNCEMENTS

We do not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying condensed financial statements.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The amendments are effective for annual periods beginning after December 15, 2024, with the option to early adopt at any time before the effective date.

ASU 2023-09 allows for adoption on a prospective or retrospective basis.

We will adopt this standard beginning with our fiscal year ending December 31, 2025.

We are currently evaluating the impact of the standard on our consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures .

ASU 2023-07 will improve reportable segment disclosure requirements, primarily through enhanced segment expense disclosures on an interim and annual basis.

The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with the option to early adopt at any time before the effective date.

ASU 2023-07 requires adoption on a retrospective basis.

We will adopt this standard beginning with our fiscal year ending December 31, 2024 and for interim periods beginning with our first quarter fiscal year 2025.

We are currently evaluating the impact of the standard on our consolidated financial statements and disclosures.

In March 2024, the SEC issued SEC Release No.

33-11042, Enhancement and Standardization of Climate-Related Disclosures for Investors , to enhance and standardize the climate-related disclosures provided by public companies.

The final rule will require the disclosure of greenhouse gas emissions, including Scope 1 and Scope 2 emissions, which will be subject to third-party assurance, as well as climate-related targets and goals, and how the Board of Directors and management oversee climate-related risks.

Within the notes to financial statements, the final rule requires disclosure of expenditures recognized, subject to certain thresholds, attributable to severe weather events.

The final rule follows a compliance phase-in timeline, with the first requirements required to be adopted with our fiscal year ending December 31, 2025, followed in later years by greenhouse gas-related requirements.

On April 4, 2024, the SEC voluntarily stayed the implementation of these disclosure requirements;

however, we are currently evaluating the impact of the final rule on our disclosures.

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

for $ 63.5 million.

The acquisition was financed with cash on hand.

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

We recorded the aggregate excess purchase price over identifiable net tangible and intangible assets acquired and liabilities assumed, which included a final allocation of $ 2.4 million of goodwill allocated to our Winchester segment and $ 4.5 million of intangible assets subject to amortization.

The final total assets acquired, excluding goodwill and intangibles, and liabilities assumed amounted to $ 66.6 million and $ 10.0 million, respectively.

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

RESTRUCTURING CHARGES

As a result of weak global resin demand and higher cost structures within the European region, we began a review of our global Epoxy asset footprint to optimize the most productive and cost-effective assets to support our strategic operating model.

As part of this review we announced operational cessations in the fourth quarter of 2022 and the first and second quarters of 2023 (collectively, Epoxy Optimization Plan).

The foregoing actions will complete the rightsizing plan of our Epoxy business.

As part of this review, we announced operational cessations in the fourth quarter of 2022 and the first half of 2023 (collectively, Epoxy Optimization Plan).

On June 20, 2023, we announced we had made the decision to cease all remaining operations at our Gumi, South Korea facility, reduce epoxy resin capacity at our Freeport, TX facility, and reduce our sales and support staffing across Asia.

These actions are expected to be substantially completed by December 31, 2023.

These actions were substantially completed by December 31, 2023.

On March 21, 2023, we announced we had made the decision to cease operations at our cumene facility in Terneuzen, Netherlands and solid epoxy resin production at our facilities in Gumi, South Korea and Guaruja, Brazil.

1 unchanged sentence

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 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.

For the three months ended March 31, 2024 and 2023, we recorded pretax restructuring charges of $ 3.5 million and $ 57.8 million, respectively, for contract termination costs, the write-off of equipment and facility costs, and facility exit costs related to these actions.

We expect to incur additional restructuring charges through 2025 of approximately $ 20 million related to these actions.

During 2021, we announced that we had made the decision to permanently close our diaphragm-grade chlor alkali capacity, representing 400,000 tons, at our McIntosh, AL facility (McIntosh Plan).

The closure was completed during third quarter of 2022.

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.

The closure was completed during the third quarter of 2022.

For the three months ended March 31, 2024 and 2023, we recorded pretax restructuring charges of $ 1.9 million and $ 1.4 million, respectively, for facility exit costs related to this action.

We expect to incur additional restructuring charges through 2027 of approximately $ 20 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 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.

For the three months ended March 31, 2024 and 2023, we recorded pretax restructuring charges of $ 0.4 million and $ 0.7 million, respectively, for facility exit costs related to these actions.

We expect to incur additional restructuring charges through 2025 of approximately $ 10 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 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.

For the three months ended March 31, 2024 and 2023, we recorded pretax restructuring charges of $ 2.5 million and $ 1.0 million, respectively, for facility exit costs related to these actions.

We expect to incur additional restructuring charges through 2026 of approximately $ 15 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 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 September 30, 2023 and 2022:

The following table summarizes the 2024 and 2023 activities by major component of these restructuring actions and the remaining balances of accrued restructuring costs as of March 31, 2024 and 2023:

Employee Severance and Related Benefit Costs Lease and Other Contract Termination Costs Facility Exit Costs Write-off of Equipment and Facility Total

2 unchanged sentences

Restructuring charges — 39.7 8.4 12.8 60.9

First quarter — 0.1 2.6 0.4 3.1

Second quarter — 0.2 3.1 0.3 3.6

Third quarter — — 4.9 2.7 7.6

Amounts utilized ( 0.7 ) ( 3.5 ) ( 8.4 ) ( 12.8 ) ( 25.4 )

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

Balance at March 31, 2023 $ 8.7 $ 40.4 $ — $ — $ 49.1

Balance at January 1, 2024 $ 10.8 $ 16.7 $ — $ — $ 27.5

Restructuring charges — — 8.3 — 8.3

First quarter — 39.7 8.4 12.8 60.9

Second quarter 3.3 1.7 9.3 4.9 19.2

Third quarter 2.6 2.0 7.3 — 11.9

Amounts utilized ( 6.7 ) ( 3.3 ) ( 8.3 ) — ( 18.3 )

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

McIntosh Plan Freeport 2021 Plan Freeport 2019 Plan Chlor Alkali 2016 Plan Epoxy Optimization Plan Productivity Plan

Balance at March 31, 2024 $ 4.1 $ 13.4 $ — $ — $ 17.5

The following table summarizes the cumulative restructuring charges of these restructuring actions by major component through March 31, 2024:

Chlor Alkali Products and Vinyls Epoxy Total

McIntosh Plan Freeport 2021 Plan Freeport 2019 Plan Epoxy Optimization Plan

($ in millions)

2 unchanged sentences

Facility exit costs 11.4 13.5 21.6 21.7 68.2

Employee relocation costs — — — 1.7 — — 1.7

Lease and other contract termination costs 6.4 — — 29.1 35.5

Total cumulative restructuring charges $ 20.5 $ 13.5 $ 82.6 $ 84.9 $ 201.5

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.

As of March 31, 2024, we have incurred cash expenditures of $ 104.1 million and non-cash charges of $ 79.9 million related to these restructuring actions.

The remaining balance of $ 17.5 million is expected to be paid out through 2027.

2 unchanged sentences

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

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

2023 2022 2023 2022

Three Months Ended March 31,

Computation of Net Income per Share (In millions, except per share data)

Net income $ 47.8 $ 154.0

Net income (loss) attributable to noncontrolling interests

0.4 — ( 4.1 ) —

Net loss attributable to noncontrolling interests ( 0.8 ) ( 2.3 )

Net income attributable to Olin Corporation $ 48.6 $ 156.3

6 unchanged sentences

Diluted net income attributable to Olin Corporation per share $ 0.40 $ 1.16

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.

The computation of dilutive shares does not include 2.0 million and 1.4 million shares for the three months ended March 31, 2024 and 2023, respectively, 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 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.

As of March 31, 2024, December 31, 2023 and March 31, 2023, we had $ 332.4 million, $ 328.5 million and $ 355.0 million, respectively, drawn under the agreement.

As of March 31, 2024, $ 477.6 million of our trade receivables were pledged as collateral and we had no 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)

Three Months Ended March 31,

AR Facilities ($ in millions)

Balance at beginning of year $ 63.3 $ 111.8

3 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 $ 0.9 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.

The factoring discount was $ 1.0 million and $ 1.2 million for the three months ended March 31, 2024 and 2023, respectively.

The agreements are without recourse and therefore no recourse liability had been recorded as of March 31, 2024.

Our condensed balance sheets included an allowance for doubtful accounts receivables of $ 12.6 million, $ 13.1 million and $ 13.1 million and other receivables of $ 89.4 million, $ 85.3 million and $ 67.7 million at March 31, 2024, December 31, 2023 and March 31, 2023, respectively, which were included in receivables, net.

Inventories consisted of the following:

September 30, 2023 December 31,

2022 September 30, 2022

($ in millions)

March 31, 2024 December 31,

2023 March 31, 2023

Inventories ($ in millions)

Supplies $ 146.7 $ 160.3 $ 140.0

6 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 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.

therefore, the condensed financial statements at March 31, 2024 reflect certain estimates relating to inventory quantities and costs at December 31, 2024.

The replacement cost of our inventories would have been approximately $ 145.7 million, $ 133.7 million and $ 176.8 million higher than reported at March 31, 2024, December 31, 2023 and March 31, 2023, respectively.

Included in other assets were the following:

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

($ in millions)

March 31, 2024 December 31, 2023 March 31, 2023

Other Assets ($ in millions)

Supply contracts $ 1,065.1 $ 1,061.8 $ 1,045.4

1 unchanged sentence

Other assets $ 1,123.5 $ 1,118.5 $ 1,104.7

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.

For the three months ended March 31, 2024 and 2023, payments of $ 28.5 million and $ 9.3 million were made under other long-term supply contracts for energy modernization projects in the U.S.

Amortization expense of $ 18.3 million and $ 17.6 million for the three months ended March 31, 2024 and 2023, 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

Changes in the carrying value of goodwill were as follows:

Chlor Alkali Products and Vinyls Epoxy Total

($ in millions)

Chlor Alkali Products and Vinyls Epoxy Winchester Total

Goodwill ($ in millions)

Balance at January 1, 2023 (1)

$ 1,275.8 $ 145.1 $ — $ 1,420.9

Foreign currency translation adjustment — — — —

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

Balance at March 31, 2023 (1)

$ 1,275.8 $ 145.1 $ — $ 1,420.9

Balance at January 1, 2024 (1)

$ 1,276.1 $ 145.2 $ 2.7 $ 1,424.0

Acquisition activity — — ( 0.3 ) ( 0.3 )

Foreign currency translation adjustment ( 0.3 ) ( 0.1 ) — ( 0.4 )

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

Balance at March 31, 2024 (1)

$ 1,275.8 $ 145.1 $ 2.4 $ 1,423.3

(1) Includes cumulative goodwill impairment of $ 557.6 million and $ 142.2 million in Chlor Alkali Products and Vinyls and Epoxy, respectively.

Intangible assets consisted of the following:

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

March 31, 2024 December 31, 2023 March 31, 2023

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

($ in millions)

Intangible Assets ($ in millions)

Customers, customer contracts and relationships $ 669.8 $ ( 445.1 ) $ 224.7 $ 671.7 $ ( 437.5 ) $ 234.2 $ 670.2 $ ( 410.7 ) $ 259.5

Trade names 3.6 ( 0.4 ) 3.2 3.6 ( 0.2 ) 3.4 — — —

Acquired technology 94.1 ( 90.6 ) 3.5 94.4 ( 90.4 ) 4.0 93.1 ( 88.9 ) 4.2

1 unchanged sentence

Total intangible assets $ 772.4 $ ( 536.8 ) $ 235.6 $ 774.6 $ ( 528.8 ) $ 245.8 $ 765.1 $ ( 500.3 ) $ 264.8

During the three months ended March 31, 2024 and 2023, activity of our outstanding debt included:

Long-term Debt Borrowings (Repayments)

for the Nine Months Ended

September 30, 2023 September 30, 2022

for the Three Months Ended

March 31, 2024 March 31, 2023

Debt Instruments ($ in millions)

2 unchanged sentences

Total borrowings 217.0 290.0

5.50% senior notes due 2022 — ( 200.0 )

Senior Term Loan ( 6.6 ) —

Term Loan Facility ( 2.2 ) ( 2.2 )

Senior Revolving Credit Facility ( 87.0 ) —

2 unchanged sentences

Total repayments ( 122.3 ) ( 97.4 )

Long-term debt borrowings (repayments), net $ 206.6 $ ( 200.9 )

Long-term debt borrowings, net $ 94.7 $ 192.6

Senior Credit Facility

On October 11, 2022, we entered into a new $ 1,550.0 million senior credit facility (Senior Credit Facility) that replaced our previous senior credit facility (2021 Senior Credit Facility), which included outstanding term loans of $ 350.0 million and a senior revolving credit facility with aggregate commitments in an amount equal to $ 800.0 million.

The Senior Credit Facility includes a senior term loan facility with aggregate commitments of $ 350.0 million (Term Loan Facility) and a senior revolving credit facility with aggregate commitments of $ 1,200.0 million (Senior Revolving Credit Facility).

The Term Loan Facility was fully drawn on the closing date with the proceeds of the Term Loan Facility used to refinance the loans and commitments outstanding under the 2021 Senior Credit Facility.

The Term Loan Facility requires principal amortization amounts payable beginning March 31, 2023 at a rate of 0.625 % per quarter through the end of 2024, increasing to 1.250 % per quarter thereafter until maturity.

We maintain a $ 1,550.0 million senior credit facility (Senior Credit Facility) which includes a senior term loan facility with aggregate commitments of $ 350.0 million (Term Loan Facility) and a senior revolving credit facility with aggregate commitments of $ 1,200.0 million (Senior Revolving Credit Facility).

The Term Loan Facility was fully drawn on the closing date with the proceeds of the Term Loan Facility used to refinance the loans and commitments outstanding under the existing facility.

The Term Loan Facility requires principal amortization payments which began on March 31, 2023, at a rate of 0.625 % per quarter through the end of 2024, increasing to 1.250 % per quarter thereafter until maturity.

The maturity date for the Senior Credit Facility is October 11, 2027.

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

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.

At March 31, 2024, we had $ 1,038.6 million available under our $ 1,200.0 million Senior Revolving Credit Facility because we had $ 161.0 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 March 31, 2024, 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.

As a result of our restrictive covenant related to the net leverage ratio, the maximum additional borrowings available to us could be limited in the future.

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

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 March 31, 2024, 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.

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).

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).

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 September 30, Three Months Ended September 30,

2023 2022 2023 2022

Components of Net Periodic Benefit (Income) Cost ($ in millions)

Service cost $ 1.4 $ 2.0 $ 0.1 $ 0.2

Interest cost 26.4 15.1 0.4 0.2

Expected return on plans’ assets ( 32.9 ) ( 34.3 ) — —

Amortization of prior service cost ( 0.1 ) — — —

Recognized actuarial loss 0.3 9.0 — 0.1

Net periodic benefit (income) cost $ ( 4.9 ) $ ( 8.2 ) $ 0.5 $ 0.5

Pension Benefits Other Postretirement Benefits

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

Three Months Ended March 31, Three Months Ended March 31,

2024 2023 2024 2023

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Net periodic benefit (income) cost $ ( 6.1 ) $ ( 5.0 ) $ 0.8 $ 0.9

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.

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 and foreign income taxes.

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 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.

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 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.

We made cash contributions to our international qualified defined benefit pension plans of $ 0.3 million and $ 0.8 million for the three months ended March 31, 2024 and 2023, respectively.

The effective tax rate for the three months ended March 31, 2024 included a net $ 2.6 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.

Excluding these items, the effective tax rate for the three months ended March 31, 2024 of 25.0 % was higher than the 21.0 % U.S.

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

The effective tax rate for the three months ended March 31, 2023 included a net $ 5.2 million tax benefit, primarily associated with stock-based compensation, a remeasurement of deferred taxes due to a decrease in our state effective tax rates, and prior year tax positions, partially offset by 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.

Excluding these items, the effective tax rate for the three months ended March 31, 2023 of 23.6 % was higher than the 21.0 % U.S.

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

As of March 31, 2024, we had $ 49.9 million of gross unrecognized tax benefits, which would have a net $ 49.7 million impact on the effective tax rate, if recognized.

As of March 31, 2023, we had $ 54.8 million of gross unrecognized tax benefits, of which $ 53.2 million would have impacted the effective tax rate, if recognized.

The amounts of unrecognized tax benefits were as follows:

September 30,

($ in millions)

Balance at beginning of year $ 51.6 $ 43.4

Increases for prior year tax positions 1.3 0.3

Decreases for prior year tax positions ( 0.3 ) ( 0.7 )

Three Months Ended March 31,

Unrecognized Tax Benefits ($ in millions)

Balance at beginning of period $ 50.3 $ 51.6

Increases for current year tax positions 0.4 2.8

1 unchanged sentence

Balance at end of period $ 49.9 $ 54.8

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.

As of March 31, 2024, we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $ 36.3 million over the next twelve months.

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

We operate globally and file income tax returns in numerous jurisdictions.

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The Contributing Employee Ownership Plan (CEOP) is a defined contribution plan available to essentially all domestic employees.

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 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 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.

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

Employees generally vest in the value of the Company Contribution according to a schedule based on service.

Participants vest 50 % after 2 years of service and 100 % after 3 years of service.

We also match a percentage of our employees CEOP contributions (Company Match), which are invested in the same investment allocation as the employee’s contributions.

Employees immediately vest in company matching contributions.

Our contributions to the CEOP were as follows:

Three Months Ended March 31,

CEOP Expense ($ in millions)

Company Contribution $ 10.6 $ 11.6

Company Match 3.6 3.7

Total expense $ 14.2 $ 15.3

STOCK-BASED COMPENSATION

Stock-based compensation granted includes stock options, performance stock awards, restricted stock awards and deferred directors’ compensation.

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

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

2023 2022 2023 2022

($ in millions)

Stock-based compensation granted includes stock options, performance share awards, restricted stock awards and deferred directors’ compensation.

Stock-based compensation expense was as follows:

Three Months Ended March 31,

Stock Compensation Expense ($ in millions)

Stock-based compensation $ 5.6 $ 4.5

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Total expense $ 7.8 $ 6.0

Stock Options

The fair value of each stock option granted, which typically vests ratably over three years, but not less than one year, was estimated on the date of grant, using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Grant date 2023 2022

Grant Date Assumptions - Stock Options 2024 2023

Dividend yield 1.50 % 1.32 %

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Weighted-average exercise price $ 53.43 $ 60.55

Options granted 562,124 742,100

Stock options granted 601,157 562,124

Dividend yield was based on our current dividend yield as of the option grant date.

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Expected life of the option grant was based on historical exercise and cancellation patterns, as we believe that historical experience is the best estimate for future exercise patterns.

Performance Shares

Performance share awards are denominated in shares of our stock and are paid half in cash and half in stock.

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The fair value of each performance share award based on TSR was estimated on the date of grant, using a Monte Carlo simulation model with the following weighted average assumptions:

Grant date 2023 2022

Grant Date Assumptions - Performance Shares 2024 2023

Risk-free interest rate 4.53 % 4.46 %

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Grant date fair value (net income-based award) $ 54.07 $ 60.55

Awards granted 161,474 184,000

Risk-free interest rate was based on zero coupon U.S.

Treasury securities rates for the expected life of the performance stock awards.

Expected volatility of Olin common stock and peer companies was based on historical stock price movements, as we believe that historical experience is the best available indicator of the expected volatility.

Performance share awards granted 180,714 161,474

The risk-free interest rate was based on zero coupon U.S.

Treasury securities rates for the expected life of the performance share awards.

The expected volatility of Olin common stock and peer companies was based on historical stock price movements, as we believe that historical experience is the best available indicator of the expected volatility.

The average correlation coefficient of peer companies was determined based on historical trends of Olin’s common stock price compared to the peer companies.

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

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.

For the three months ended March 31, 2024 and 2023, 2.0 million and 3.6 million shares, respectively, of common stock were repurchased and retired at a total value of $ 105.4 million and $ 206.1 million, respectively.

As of March 31, 2024, 21.2 million shares of common stock have been repurchased and retired at a total value of $ 1,108.0 million under the 2022 Repurchase Authorization program, and $ 892.0 million of common stock remained authorized to be repurchased under the program.

We issued 0.8 million and 0.4 million shares representing stock options exercised for the three months ended March 31, 2024 and 2023, respectively, with a total value of $ 19.8 million and $ 11.2 million, respectively.

The following table represents the activity included in 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)

Foreign Currency Translation Cash Flow Hedges Pension and Postretirement Benefits Total

Accumulated Other Comprehensive Loss ($ in millions)

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

Unrealized (losses) gains:

First quarter ( 10.5 ) 52.8 — 42.3

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

Third quarter ( 25.1 ) 6.6 — ( 18.5 )

Reclassification adjustments of (gains) losses into income:

First quarter — ( 12.4 ) 8.9 ( 3.5 )

Second quarter — ( 36.1 ) 9.0 ( 27.1 )

Third quarter — ( 17.8 ) 9.1 ( 8.7 )

Tax (provision) benefit:

First quarter — ( 9.7 ) ( 2.3 ) ( 12.0 )

Second quarter — 17.5 ( 2.3 ) 15.2

Third quarter — 2.5 ( 2.1 ) 0.4

Unrealized gains (losses) 5.5 ( 20.8 ) — ( 15.3 )

Reclassification adjustments of losses into income — 30.7 0.4 31.1

Tax provision — ( 2.5 ) ( 0.1 ) ( 2.6 )

Net change 5.5 7.4 0.3 13.2

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

Balance at March 31, 2023 $ ( 33.1 ) $ ( 25.1 ) $ ( 424.5 ) $ ( 482.7 )

Balance at January 1, 2024 $ ( 39.7 ) $ ( 18.4 ) $ ( 438.2 ) $ ( 496.3 )

Unrealized gains (losses):

First quarter 5.5 ( 20.8 ) — ( 15.3 )

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

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

Unrealized losses ( 2.3 ) ( 3.0 ) — ( 5.3 )

Reclassification adjustments of losses into income — 13.3 1.6 14.9

First quarter — 30.7 0.4 31.1

Second quarter — 20.5 0.5 21.0

Third quarter — 10.2 0.2 10.4

Tax provision — ( 2.6 ) ( 0.4 ) ( 3.0 )

First quarter — ( 2.5 ) ( 0.1 ) ( 2.6 )

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

Third quarter — ( 2.1 ) — ( 2.1 )

Net change ( 2.3 ) 7.7 1.2 6.6

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

Balance at March 31, 2024 $ ( 42.0 ) $ ( 10.7 ) $ ( 437.0 ) $ ( 489.7 )

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

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

BWA is consolidated in our Chlor Alkali Products and Vinyls segment.

Sales are attributed to geographic areas based on customer location.

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

2023 2022 2023 2022

($ in millions)

Three Months Ended March 31,

Segment Detail ($ in millions)

Chlor Alkali Products and Vinyls $ 884.6 $ 1,117.1

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Total sales $ 1,635.3 $ 1,844.3

Income (loss) before taxes:

Income before Taxes

Chlor Alkali Products and Vinyls $ 76.6 $ 245.9

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Restructuring charges ( 8.3 ) ( 60.9 )

Other operating (expense) income

( 0.3 ) 13.0 27.2 16.3

Other operating income 0.2 0.5

Interest expense ( 44.6 ) ( 42.4 )

2 unchanged sentences

Income before taxes $ 60.3 $ 194.8

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

Sales by geography:

($ in millions)

Three Months Ended March 31,

Segment Sales by Geography ($ in millions)

Chlor Alkali Products and Vinyls

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Total sales $ 1,635.3 $ 1,844.3

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

2023 2022 2023 2022

Sales by product line:

($ in millions)

Three Months Ended March 31,

Segment Sales by Product Line ($ in millions)

Chlor Alkali Products and Vinyls

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Total sales $ 1,635.3 $ 1,844.3

(1) For the three months ended March 31, 2024 and 2023, revenue recognized over time represented $ 19.8 million and $ 22.7 million, respectively, associated with governmental contracts within our Winchester business.

ENVIRONMENTAL

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 $ 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.

The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites amounting to $ 154.8 million, $ 153.6 million and $ 146.7 million at March 31, 2024, December 31, 2023 and March 31, 2023, respectively, of which $ 122.8 million, $ 121.6 million and $ 121.7 million, respectively, were classified as other noncurrent liabilities.

Environmental provisions charged to income, which are included in costs of goods sold, were $ 5.8 million and $ 3.2 million for the three months ended March 31, 2024 and 2023, 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.

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COMMITMENTS AND CONTINGENCIES

Steel Chemicals (a wholly owned subsidiary of Olin) and other caustic soda producers were named as defendants in six purported class action civil lawsuits filed March 22, 25 and 26, 2019 and April 12, 2019 in the U.S.

District Court for the Western District of New York.

Those cases were consolidated on May 22, 2019;

the claims in the consolidated “Direct Purchaser” lawsuit, as modified, are on behalf of the respective named plaintiffs and a putative class comprised of all persons and entities who purchased certain types of caustic soda in the U.S.

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.

District Court for the Western District of New York on behalf of the respective named plaintiffs and a putative class comprised of all persons and entities who purchased caustic soda in the U.S.

indirectly from distributors at any time on or after October 1, 2015.

Those cases were consolidated and a consolidated, amended complaint in the “Indirect Purchaser” lawsuit was filed on August 23, 2021.

The other current defendants in the Direct Purchaser and Indirect Purchaser lawsuits are Occidental Chemical Corporation d/b/a OxyChem, Westlake Chemical Corporation, Shin-Etsu Chemical Co., Ltd., and Formosa Plastics Corporation, U.S.A.

The Direct Purchaser and Indirect Purchaser lawsuits allege the defendants conspired to fix, raise, maintain and stabilize the price of caustic soda, restrict domestic (U.S.) supply of caustic soda and allocate caustic soda customers.

Plaintiffs seek damages and injunctive relief.

Steel Chemical, Olin Canada ULC, 3229897 Nova Scotia Co.

(wholly owned subsidiaries of Olin) and other alleged caustic soda producers were named as defendants in a proposed class action civil lawsuit filed on October 7, 2020 in the Quebec Superior Court (Province of Quebec) on behalf of the respective named plaintiff and a putative class comprised of all Canadian persons and entities who, between October 1, 2015 and the date of the eventual class action certification, directly or indirectly purchased caustic soda or products containing caustic soda, produced by one or more of the defendants.

Steel Chemical, Olin Canada ULC, 3229897 Nova Scotia Co.

and other alleged caustic soda producers were also named as defendants in a proposed class action civil lawsuit filed November 13, 2020 in the Federal Court of Canada on behalf of the respective named plaintiff and a putative class comprised of all legal persons in Canada who, at any time on or after October 1, 2015 to the present, directly or indirectly purchased caustic soda.

The other defendants named in the two Canadian lawsuits are Occidental Petroleum Corporation, Occidental Chemical Corporation, Oxy Canada Sales, Inc., Westlake Chemical Corporation, Axiall Canada, Inc., Shin-Etsu Chemical Co., Ltd., Shintech Incorporated, Formosa Plastics Corporation, and Formosa Plastics Corporation, U.S.A.

The lawsuits allege the defendants conspired to fix, raise, maintain control, and stabilize the price of caustic soda, divide and allocate markets, sales, customers and territories, fix, maintain, control, prevent, restrict, lessen or eliminate production and supply of caustic soda, and agree to idle capacity of production and/or refrain from increasing their production capacity.

Plaintiffs seek damages, including punitive damages.

We believe we have meritorious legal positions and will continue to represent our interests vigorously in the above matters.

Any losses related to these matters are not currently estimable because of unresolved questions of fact and law, but if resolved unfavorably to Olin, could have a material adverse effect on our financial position, cash flows or results of operations.

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 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.

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

As of March 31, 2024, December 31, 2023 and March 31, 2023, our condensed balance sheets included accrued liabilities for these other legal actions of $ 17.7 million, $ 14.2 million and $ 14.1 million, respectively.

These liabilities do not include costs associated with legal representation.

Based on our analysis, and considering the inherent uncertainties associated with litigation, we do not believe that it is reasonably possible that these other legal actions will materially adversely affect our financial position, cash flows or results of operations.

Based on our analysis, and considering the inherent uncertainties associated with litigation, we do not believe that it is reasonably possible that these legal actions will materially adversely affect our financial position, cash flows or results of operations.

During the ordinary course of our business, contingencies arise resulting from an existing condition, situation or set of circumstances involving an uncertainty as to the realization of a possible gain contingency.

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We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing and financing activities and our operations that use foreign currencies.

The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings.

The risk of loss can

be assessed from the perspective of adverse changes in fair values, cash flows and future earnings.

We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks.

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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:

March 31, 2024 December 31, 2023 March 31, 2023

Notional Value - Foreign Currency ($ in millions)

Buy $ 167.1 $ 21.0 $ 352.5

1 unchanged sentence

Cash Flow Hedges

For derivative instruments that are designated and qualify as a cash flow hedge, the change in fair value of the derivative is recognized as a component of other comprehensive income (loss) until the hedged item is recognized in earnings.

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

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

($ in millions)

March 31, 2024 December 31, 2023 March 31, 2023

Notional Value - Commodity ($ in millions)

Natural gas $ 61.0 $ 63.2 $ 94.1

2 unchanged sentences

Total notional $ 239.9 $ 191.0 $ 220.6

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.

As of March 31, 2024, the counterparties to these commodity contracts were Wells Fargo Bank, N.A., Citibank, N.A., JPMorgan Chase Bank, National Association, Toronto Dominion Bank and Bank of America Corporation, 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 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.

At March 31, 2024, we had open derivative contract positions through 2028.

If all open futures contracts had been settled on March 31, 2024, we would have recognized a pretax loss of $ 14.2 million.

If commodity prices were to remain at March 31, 2024 levels, approximately $ 14.0 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.

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We use interest rate swaps as a means of managing interest expense and floating interest rate exposure to optimal levels.

For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings.

For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative as well as the

offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings.

We include the gain or loss on the hedged items (fixed-rate borrowings) in the same line item, interest expense, as the offsetting loss or gain on the related interest rate swaps.

There were no outstanding interest rate swaps at March 31, 2024, December 31, 2023 and March 31, 2023.

Financial Statement Impacts

2 unchanged sentences

The following table summarizes the location and fair value of the derivative instruments on our condensed balance sheets:

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:

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

($ in millions)

Asset derivatives:

Other current assets

Derivatives designated as hedging instruments:

Commodity contracts - gains $ 1.7 $ 2.4 $ 15.1

Commodity contracts - losses ( 0.4 ) ( 0.9 ) ( 1.5 )

Derivatives not designated as hedging instruments:

Foreign exchange contracts - gains 1.2 0.3 1.3

Foreign exchange contracts - losses ( 0.1 ) — ( 0.2 )

Total other current assets 2.4 1.8 14.7

Derivatives designated as hedging instruments:

Commodity contracts - gains 3.2 4.0 3.8

Commodity contracts - losses — — ( 0.1 )

Total other assets 3.2 4.0 3.7

Total asset derivatives (1)

March 31, 2024 December 31, 2023 March 31, 2023

Balance Sheet Location ($ in millions)

Current Assets

Commodity contracts Other current assets $ 5.8 $ 2.1 $ 3.3

Foreign currency contracts Other current assets 0.5 — 1.6

Noncurrent Assets

Commodity contracts Other assets 4.6 3.2 4.8

Total derivative assets (1)

$ 10.9 $ 5.3 $ 9.7

Liability derivatives:

Accrued liabilities

Derivatives designated as hedging instruments:

Commodity contracts - losses $ 19.3 $ 43.3 $ 34.7

Commodity contracts - gains ( 1.5 ) ( 1.7 ) ( 6.8 )

Derivatives not designated as hedging instruments:

Foreign exchange contracts - losses — 1.7 5.3

Foreign exchange contracts - gains — ( 0.8 ) ( 1.8 )

Total accrued liabilities 17.8 42.5 31.4

Other liabilities

Derivatives designated as hedging instruments:

Commodity contracts - losses 2.5 8.0 2.6

Commodity contracts - gains ( 0.3 ) ( 0.6 ) —

Total other liabilities 2.2 7.4 2.6

Total liability derivatives (1)

Current Liabilities

Commodity contracts Accrued liabilities $ 24.3 $ 29.4 $ 33.8

Foreign currency contracts Accrued liabilities 1.1 2.5 1.6

Noncurrent Liabilities

Commodity contracts Other liabilities 0.3 0.5 7.9

Total derivative liabilities (1)

$ 25.7 $ 32.4 $ 43.3

1 unchanged sentence

The following table summarizes the effects of derivative instruments on our condensed statements of operations:

Amount of Gain (Loss)

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

Location of Gain (Loss) 2023 2022 2023 2022

Derivatives – Cash Flow Hedges ($ in millions)

Recognized in other comprehensive loss:

Commodity contracts ——— $ ( 1.9 ) $ 6.6 $ ( 33.4 ) $ 23.0

Reclassified from accumulated other comprehensive loss into income:

Amount of Gain (Loss) for the

Three Months Ended March 31,

Location of Gain (Loss) ($ in millions)

Cash Flow Hedges

Commodity contracts Other comprehensive income $ ( 3.0 ) $ ( 20.8 )

Commodity contracts Cost of goods sold ( 13.3 ) ( 30.7 )

Derivatives Not Designated as Hedging Instruments

Not Designated as Hedging Instruments

Commodity contracts Cost of goods sold — ( 0.6 )

Foreign exchange contracts Selling and administration $ 3.6 $ ( 15.6 ) $ ( 9.6 ) $ ( 42.7 )

Foreign exchange contracts Selling and administrative 0.8 ( 1.4 )

Credit Risk and Collateral

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

As of March 31, 2024, December 31, 2023 and March 31, 2023, 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.

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These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity.

Assets and liabilities recorded at fair value in the condensed balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value.

Hierarchical levels, defined by ASC 820 “Fair Value Measurements and Disclosures” (ASC 820) are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, and are as follows:

Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value.

Hierarchical levels, defined by ASC 820 “Fair Value Measurement” (ASC 820), and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

Level 1 — Inputs were unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

2 unchanged sentences

Consideration was given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

We are required to separately disclose assets and liabilities measured at fair value on a recurring basis, from those measured at fair value on a nonrecurring basis.

Nonfinancial assets measured at fair value on a nonrecurring basis are intangible assets and goodwill, which are reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred.

Determining which hierarchical level an asset or liability falls within requires significant judgment.

We evaluate our hierarchy disclosures each quarter.

The following table summarizes the assets and liabilities measured at fair value in the condensed balance sheets:

Fair Value Measurements

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

Assets ($ in millions)

Commodity Contracts

Foreign exchange contracts — 1.1 — 1.1

Total Assets $ — $ 5.6 $ — $ 5.6

Commodity contracts $ — $ 20.0 $ — $ 20.0

Total Liabilities $ — $ 20.0 $ — $ 20.0

Balance at December 31, 2022

Commodity contracts $ — $ 5.5 $ — $ 5.5

Foreign exchange contracts — 0.3 — 0.3

Total Assets $ — $ 5.8 $ — $ 5.8

Commodity contracts $ — $ 49.0 $ — $ 49.0

Foreign exchange contracts — 0.9 — 0.9

Total Liabilities $ — $ 49.9 $ — $ 49.9

Balance at September 30, 2022

Commodity contracts $ — $ 17.3 $ — $ 17.3

Foreign exchange contracts — 1.1 — 1.1

Total Assets $ — $ 18.4 $ — $ 18.4

Commodity contracts $ — $ 30.5 $ — $ 30.5

Foreign exchange contracts — 3.5 — 3.5

Total Liabilities $ — $ 34.0 $ — $ 34.0

Commodity Contracts

Commodity contract financial instruments were valued primarily based on prices and other relevant information observable in market transactions involving identical or comparable assets or liabilities including both forward and spot prices for commodities.

We use commodity derivative contracts for certain raw materials 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.

All commodity financial instruments were valued as a Level 2 under the fair value measurements hierarchy.

Foreign Currency Contracts

Foreign currency contract financial instruments were valued primarily based on relevant information observable in market transactions involving identical or comparable assets or liabilities including both forward and spot prices for currencies.

We enter into forward sales and purchase contracts to manage currency risk resulting from purchase and sale commitments denominated in foreign currencies.

All foreign currency contract financial instruments were valued as a Level 2 under the fair value measurements hierarchy.

Financial Instruments

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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 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.

As of March 31, 2024, December 31, 2023 and March 31, 2023, the fair value measurements of debt were $ 2,725.7 million, $ 2,626.2 million and $ 2,627.5 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 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.

There were no assets measured at fair value on a nonrecurring basis as of March 31, 2024, December 31, 2023 or March 31, 2023.

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