What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-10-25 compared with 2024-07-26 · 124 added, 122 removed, 651 unchanged (27% of the section changed)

3 unchanged sentences

($ in millions, except per share data)

June 30, 2024 December 31, 2023 June 30, 2023

September 30, 2024 December 31, 2023 September 30, 2023

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,

2024 2023 2024 2023

4 unchanged sentences

Restructuring charges 7.9 11.9 23.0 92.0

Other operating income — 27.0 0.2 27.5

Other operating income (expense) 0.6 ( 0.3 ) 0.8 27.2

Operating income 15.5 166.0 249.2 613.1

2 unchanged sentences

Non-operating pension income 6.7 5.9 19.4 17.0

Income before taxes 96.6 177.9 156.9 372.7

Income (loss) before taxes ( 25.2 ) 126.7 131.7 499.4

Income tax provision — 22.2 36.8 96.2

Net income 72.3 144.7 120.1 298.7

Net loss attributable to noncontrolling interests ( 1.9 ) ( 2.2 ) ( 2.7 ) ( 4.5 )

Net income attributable to Olin Corporation $ 74.2 $ 146.9 $ 122.8 $ 303.2

Net income attributable to Olin Corporation per common share:

Net (loss) income ( 25.2 ) 104.5 94.9 403.2

Net (loss) income attributable to noncontrolling interests ( 0.3 ) 0.4 ( 3.0 ) ( 4.1 )

Net (loss) income attributable to Olin Corporation $ ( 24.9 ) $ 104.1 $ 97.9 $ 407.3

Net (loss) income attributable to Olin Corporation per common share:

Basic $ ( 0.21 ) $ 0.84 $ 0.83 $ 3.19

7 unchanged sentences

($ in millions)

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

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

2024 2023 2024 2023

Net income $ 72.3 $ 144.7 $ 120.1 $ 298.7

Other comprehensive income (loss), net of tax:

Net (loss) income $ ( 25.2 ) $ 104.5 $ 94.9 $ 403.2

Other comprehensive income, net of tax:

Foreign currency translation 2.3 ( 3.3 ) ( 2.5 ) ( 6.3 )

1 unchanged sentence

Pension and postretirement benefits 0.8 0.2 3.4 0.9

Total other comprehensive income (loss), net of tax 15.7 ( 0.7 ) 22.3 12.5

Comprehensive income 88.0 144.0 142.4 311.2

Comprehensive loss attributable to noncontrolling interests ( 1.9 ) ( 2.2 ) ( 2.7 ) ( 4.5 )

Comprehensive income attributable to Olin Corporation $ 89.9 $ 146.2 $ 145.1 $ 315.7

Total other comprehensive income, net of tax 7.8 3.1 30.1 15.6

Comprehensive (loss) income ( 17.4 ) 107.6 125.0 418.8

Comprehensive (loss) income attributable to noncontrolling interests ( 0.3 ) 0.4 ( 3.0 ) ( 4.1 )

Comprehensive (loss) income attributable to Olin Corporation $ ( 17.1 ) $ 107.2 $ 128.0 $ 422.9

The accompanying notes to condensed financial statements are an integral part of the condensed financial statements.

2 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,

2024 2023 2024 2023

15 unchanged sentences

Balance at beginning of period $ ( 474.0 ) $ ( 483.4 ) $ ( 496.3 ) $ ( 495.9 )

Other comprehensive income (loss) 15.7 ( 0.7 ) 22.3 12.5

Other comprehensive income, net of tax 7.8 3.1 30.1 15.6

Balance at end of period $ ( 466.2 ) $ ( 480.3 ) $ ( 466.2 ) $ ( 480.3 )

1 unchanged sentence

Balance at beginning of period $ 2,492.6 $ 2,475.9 $ 2,583.7 $ 2,224.5

Net income 74.2 146.9 122.8 303.2

Net (loss) income ( 24.9 ) 104.1 97.9 407.3

Common stock dividends paid ( 23.3 ) ( 24.8 ) ( 70.9 ) ( 76.6 )

4 unchanged sentences

Balance at beginning of period $ 33.2 $ 39.6 $ 35.9 $ —

Net loss ( 1.9 ) ( 2.2 ) ( 2.7 ) ( 4.5 )

Net (loss) income attributable to noncontrolling interest ( 0.3 ) 0.4 ( 3.0 ) ( 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

112 unchanged sentences

Pretax restructuring charges related to these actions include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs and the write-off of equipment and facilities.

Pretax restructuring charges, by plan, for the three and six months ended June 30, 2024 and 2023, were as follows:

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

Pretax restructuring charges, by plan, for the three and nine months ended September 30, 2024 and 2023, were as follows:

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

2024 2023 2024 2023

6 unchanged sentences

Total restructuring charges $ 7.9 $ 11.9 $ 23.0 $ 92.0

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 June 30, 2024 and 2023:

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 September 30, 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

($ in millions)

Restructuring Activity by Component ($ in millions)

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

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

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

2 unchanged sentences

Second quarter — 1.7 5.1 — 6.8

Third quarter — 2.9 5.0 — 7.9

Amounts utilized ( 8.4 ) ( 9.9 ) ( 18.4 ) — ( 36.7 )

Balance at June 30, 2024 $ 3.4 $ 12.8 $ — $ — $ 16.2

The following table summarizes the cumulative restructuring charges of these restructuring actions by major component through June 30, 2024:

Balance at September 30, 2024 $ 2.4 $ 11.4 $ — $ — $ 13.8

The following table summarizes the cumulative restructuring charges of these restructuring actions by major component through September 30, 2024:

Chlor Alkali Products and Vinyls Epoxy Total

McIntosh Plan Freeport 2021 Plan Freeport 2019 Plan Epoxy Optimization Plan

($ in millions)

Cumulative Restructuring Charges ($ in millions)

Write-off of equipment and facility $ 2.7 $ — $ 58.9 $ 18.3 $ 79.9

3 unchanged sentences

Total cumulative restructuring charges $ 20.5 $ 14.1 $ 84.5 $ 97.1 $ 216.2

As of June 30, 2024, we have incurred cash expenditures of $ 112.2 million and non-cash charges of $ 79.9 million related to these restructuring actions.

As of September 30, 2024, we have incurred cash expenditures of $ 122.5 million and non-cash charges of $ 79.9 million related to these restructuring actions.

The remaining balance of $ 13.8 million is expected to be paid out through 2027.

EARNINGS PER SHARE

Basic and diluted net income attributable to Olin Corporation per share are computed by dividing net income attributable to Olin Corporation by the weighted-average number of common shares outstanding.

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,

Basic and diluted net (loss) income attributable to Olin Corporation per share are computed by dividing net (loss) income attributable to Olin Corporation by the weighted-average number of common shares outstanding.

Diluted net (loss) 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,

2024 2023 2024 2023

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

Net income attributable to Olin Corporation $ 74.2 $ 146.9 $ 122.8 $ 303.2

Computation of Net (Loss) Income per Share ($ in millions, except per share data)

Net (loss) income attributable to Olin Corporation $ ( 24.9 ) $ 104.1 $ 97.9 $ 407.3

Basic shares 116.9 124.2 118.4 127.5

Basic net income attributable to Olin Corporation per share $ 0.63 $ 1.15 $ 1.03 $ 2.35

Basic net (loss) income attributable to Olin Corporation per share $ ( 0.21 ) $ 0.84 $ 0.83 $ 3.19

Diluted shares:

2 unchanged sentences

Diluted shares 116.9 127.0 120.2 130.6

Diluted net income attributable to Olin Corporation per share $ 0.62 $ 1.13 $ 1.01 $ 2.29

The computation of dilutive shares does not include 2.0 million shares for both the three and six months ended June 30, 2024 and 1.3 million shares for both the three and six months ended June 30, 2023 as their effect would have been anti-dilutive.

Diluted net (loss) income attributable to Olin Corporation per share $ ( 0.21 ) $ 0.82 $ 0.81 $ 3.12

The computation of dilutive shares does not include 3.3 million and 1.3 million shares for the three months ended September 30, 2024 and 2023, respectively, and 1.9 million and 1.3 million shares for the nine months ended September 30, 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 June 30, 2024, December 31, 2023 and June 30, 2023, we had $ 298.8 million, $ 328.5 million and $ 234.8 million, respectively, drawn under the agreement.

As of June 30, 2024, $ 429.8 million of our trade receivables were pledged as collateral and we had $ 0.5 million additional borrowing capacity under the Receivables Financing Agreement, which was limited by our borrowing base.

As of September 30, 2024, December 31, 2023 and September 30, 2023, we had $ 339.8 million, $ 328.5 million and $ 350.0 million, respectively, drawn under the agreement.

As of September 30, 2024, $ 473.9 million of our trade receivables were pledged as collateral and we had $ 0.3 million 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 $ 134.5 million and certain of our foreign subsidiaries may sell their accounts receivable up to a maximum of € 16.5 million.

2 unchanged sentences

The following table summarizes the AR Facilities activity:

Six Months Ended June 30,

Nine Months Ended September 30,

AR Facilities ($ 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 $ 1.1 million and $ 1.3 million for the three months ended June 30, 2024 and 2023, respectively, and $ 2.1 million and $ 2.5 million for the six months ended June 30, 2024 and 2023, respectively.

The agreements are without recourse and therefore no recourse liability had been recorded as of June 30, 2024.

Our condensed balance sheets included an allowance for doubtful accounts receivables of $ 12.6 million, $ 13.1 million and $ 13.0 million and other receivables of $ 91.1 million, $ 85.3 million and $ 81.7 million at June 30, 2024, December 31, 2023 and June 30, 2023, respectively, which were included in receivables, net.

The factoring discount was $ 0.8 million and $ 1.3 million for the three months ended September 30, 2024 and 2023, respectively, and $ 2.9 million and $ 3.8 million for the nine months ended September 30, 2024 and 2023, respectively.

The agreements are without recourse and therefore no recourse liability had been recorded as of September 30, 2024.

Our condensed balance sheets included an allowance for doubtful accounts receivables of $ 12.2 million, $ 13.1 million and $ 12.8 million and other receivables of $ 94.5 million, $ 85.3 million and $ 78.0 million at September 30, 2024, December 31, 2023 and September 30, 2023, respectively, which were included in receivables, net.

Inventories consisted of the following:

June 30, 2024 December 31,

2023 June 30, 2023

September 30, 2024 December 31,

2023 September 30, 2023

Inventories ($ 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, 2024 reflect certain estimates relating to inventory quantities and costs at December 31, 2024.

The replacement cost of our inventories would have been approximately $ 166.1 million, $ 133.7 million and $ 173.8 million higher than reported at June 30, 2024, December 31, 2023 and June 30, 2023, respectively.

therefore, the condensed financial statements at September 30, 2024, reflect certain estimates relating to inventory quantities and costs at December 31, 2024.

The replacement cost of our inventories would have been approximately $ 167.9 million, $ 133.7 million and $ 154.8 million higher than reported at September 30, 2024, December 31, 2023 and September 30, 2023, respectively.

Included in other assets were the following:

June 30, 2024 December 31, 2023 June 30, 2023

September 30, 2024 December 31, 2023 September 30, 2023

Other Assets ($ in millions)

2 unchanged sentences

Other assets $ 1,131.5 $ 1,118.5 $ 1,117.3

For the six months ended June 30, 2024 and 2023, payments of $ 46.7 million and $ 29.6 million, respectively, were made under other long-term supply contracts for energy modernization projects in the U.S.

Amortization expense of $ 18.3 million and $ 17.8 million for the three months ended June 30, 2024 and 2023, respectively, and amortization expense of $ 36.6 million and $ 35.6 million for the six months ended June 30, 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.

For the nine months ended September 30, 2024 and 2023, payments of $ 58.6 million and $ 46.2 million, respectively, were made under other long-term supply contracts for energy modernization projects in the U.S.

Amortization expense of $ 18.3 million and $ 17.8 million for the three months ended September 30, 2024 and 2023, respectively, and amortization expense of $ 54.9 million and $ 53.4 million for the nine months ended September 30, 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

5 unchanged sentences

Foreign currency translation adjustment 0.1 — — 0.1

Balance at June 30, 2023 (1)

Balance at September 30, 2023 (1)

$ 1,275.9 $ 145.1 $ — $ 1,421.0

2 unchanged sentences

Acquisition activity — — ( 0.3 ) ( 0.3 )

Foreign currency translation adjustment ( 0.2 ) ( 0.1 ) — ( 0.3 )

Balance at June 30, 2024 (1)

Balance at September 30, 2024 (1)

$ 1,276.1 $ 145.2 $ 2.4 $ 1,423.7

1 unchanged sentence

Intangible assets consisted of the following:

June 30, 2024 December 31, 2023 June 30, 2023

September 30, 2024 December 31, 2023 September 30, 2023

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

6 unchanged sentences

Long-term loans, notes and other financing obligations, consisted of the following:

June 30, 2024 December 31, 2023 June 30, 2023

September 30, 2024 December 31, 2023 September 30, 2023

Financing Obligations ($ in millions)

15 unchanged sentences

Total long-term debt $ 2,765.6 $ 2,591.3 $ 2,711.2

During the six months ended June 30, 2024 and 2023, activity of our outstanding debt included:

Long-term Debt Borrowings (Repayments)

for the Six Months Ended

June 30, 2024 June 30, 2023

Debt Instruments ($ in millions)

During the nine months ended September 30, 2024 and 2023, activity of our outstanding debt included:

Nine Months Ended September 30,

Long-term Debt Borrowings (Repayments) ($ in millions)

Senior Revolving Credit Facility $ 490.0 $ 255.0

15 unchanged sentences

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

At June 30, 2024, we had $ 788.6 million available under our $ 1,200.0 million Senior Revolving Credit Facility because we had $ 411.0 million borrowed under the facility and issued $ 0.4 million of letters of credit.

At September 30, 2024, we had $ 849.6 million available under our $ 1,200.0 million Senior Revolving Credit Facility because we had $ 350.0 million borrowed under the facility and issued $ 0.4 million of letters of credit.

During the second quarter of 2024, we utilized our Senior Revolving Credit Facility to repay $ 50.0 million of Go Zone and $ 20.0 million of Recovery Zone tax-exempt variable-rate bonds.

We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of June 30, 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.

We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of September 30, 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.

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, 2024, there were no covenants or other restrictions that limited our ability to borrow.

As of September 30, 2024, there were no covenants or other restrictions that limited our ability to borrow.

PENSION PLANS AND RETIREMENT BENEFITS

9 unchanged sentences

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,

2024 2023 2024 2023

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,

2024 2023 2024 2023

6 unchanged sentences

Net periodic benefit (income) cost $ ( 16.8 ) $ ( 14.6 ) $ 1.7 $ 2.3

We made cash contributions to our international qualified defined benefit pension plans of $ 0.8 million and $ 1.5 million for the six months ended June 30, 2024 and 2023, respectively.

The effective tax rate for the three months ended June 30, 2024 included a net $ 0.6 million tax benefit, primarily associated with stock-based compensation and U.S.

Federal tax credits purchased at a discount, partially offset by an expense from prior year tax positions and a change in tax contingencies.

Excluding these items, the effective tax rate for the three months ended June 30, 2024 of 25.8 % 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 June 30, 2023 included a net $ 12.0 million tax benefit, primarily associated with stock-based compensation, 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 from a change in tax contingencies.

Excluding these items, the effective tax rate for the three months ended June 30, 2023 of 25.4 % 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.

The effective tax rate for the six months ended June 30, 2024 included a net $ 3.3 million tax benefit, primarily associated with stock-based compensation and U.S.

Federal tax credits purchased at a discount, partially offset by an expense from prior year tax positions and a change in tax contingencies.

Excluding these items, the effective tax rate for the six months ended June 30, 2024 of 25.6 % was higher than the 21.0 % U.S.

We made cash contributions to our international qualified defined benefit pension plans of $ 0.9 million and $ 1.6 million for the nine months ended September 30, 2024 and 2023, respectively.

The effective tax rate for the three months ended September 30, 2024 included a net $ 2.9 million tax expense, primarily associated with a change in tax contingencies and remeasurement of deferred taxes due to an increase in our state effective tax rates, partially offset by a benefit from prior year tax positions.

Excluding these items, the effective tax rate for the three months ended September 30, 2024 of 11.5 % was lower than the 21.0 % U.S.

federal statutory rate primarily due to state income tax, foreign income inclusions and an increase in the estimated annual effective tax rate, partially offset by favorable permanent salt depletion deductions.

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.

Excluding 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 favorable permanent salt depletion deductions and foreign income taxes.

The effective tax rate for the nine months ended September 30, 2024 included a net $ 0.4 million tax benefit, primarily associated with stock-based compensation, U.S.

Federal tax credits purchased at a discount, and a benefit from prior year tax positions, partially offset by a change in tax contingencies and remeasurement of deferred taxes due to an increase in our state effective tax rates.

Excluding these items, the effective tax rate for the nine months ended September 30, 2024 of 28.2 % 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 six months ended June 30, 2023 included a net $ 17.2 million tax benefit, primarily associated with stock-based compensation, 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 from a change in tax contingencies.

Excluding these items, the effective tax rate for the six months ended June 30, 2023 of 24.5 % was higher than the 21.0 % 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.

Excluding 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.

1 unchanged sentence

We will continue to monitor the expected impacts of any new guidance on our filing positions and will record the impacts as discrete income tax expense adjustments in the period the guidance is finalized or becomes effective.

As of June 30, 2024, we had $ 51.2 million of gross unrecognized tax benefits, which would have a net $ 51.4 million impact on the effective tax rate, if recognized.

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

As of September 30, 2024, we had $ 55.9 million of gross unrecognized tax benefits, which would have a net $ 55.9 million impact on the effective tax rate, if recognized.

The amounts of unrecognized tax benefits were as follows:

Six Months Ended June 30,

Nine Months Ended September 30,

Unrecognized Tax Benefits ($ in millions)

6 unchanged sentences

Balance at end of period $ 55.9 $ 62.1

As of June 30, 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.

As of September 30, 2024, we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $ 38.0 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.

12 unchanged sentences

The Netherlands 2018 - 2023

CONTRIBUTING EMPLOYEE OWNERSHIP PLAN

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 (Company Contributions) maintained with the CEOP equal to an amount between 5.0 % and 7.5 % of the employee’s eligible compensation.

DEFINED CONTRIBUTION PLAN

We sponsor a defined contribution plan for qualifying domestic employees, for which the company contributes between 5.0 % and 7.5 % of the employees eligible compensation into a retirement account (Company Contribution).

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 June 30, Six Months Ended June 30,

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

Employees immediately vest in the Company Match.

Our contributions to the defined contribution plan were as follows:

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

2024 2023 2024 2023

CEOP Expense ($ in millions)

Defined Contribution Plan Expense ($ in millions)

Company Contribution $ 8.0 $ 8.4 $ 27.4 $ 28.6

4 unchanged sentences

Stock-based compensation expense was as follows:

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

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

2024 2023 2024 2023

43 unchanged sentences

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

For the six months ended June 30, 2024 and 2023, 3.9 million and 7.1 million shares, respectively, of common stock were repurchased and retired at a total value of $ 211.4 million and $ 393.0 million, respectively.

As of June 30, 2024, 23.2 million shares of common stock have been repurchased and retired at a total value of $ 1,213.0 million under the 2022 Repurchase Authorization program, and $ 787.0 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 six months ended June 30, 2024 and 2023, respectively, with a total value of $ 21.7 million and $ 11.9 million, respectively.

For the nine months ended September 30, 2024 and 2023, 4.9 million and 10.8 million shares, respectively, of common stock were repurchased and retired at a total value of $ 256.8 million and $ 595.1 million, respectively.

As of September 30, 2024, 24.2 million shares of common stock have been repurchased and retired at a total value of $ 1,258.0 million under the 2022 Repurchase Authorization program, and $ 742.0 million of common stock remained authorized to be repurchased under the program.

We issued 0.9 million and 0.8 million shares representing stock options exercised for the nine months ended September 30, 2024 and 2023, respectively, with a total value of $ 22.6 million and $ 22.3 million, respectively.

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

5 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 )

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

2 unchanged sentences

Second quarter ( 2.5 ) 17.1 — 14.6

Third quarter 2.3 ( 1.0 ) — 1.3

Reclassification adjustments of losses into income

1 unchanged sentence

Second quarter — 5.3 1.9 7.2

Third quarter — 7.2 1.1 8.3

Tax provision

1 unchanged sentence

Second quarter — ( 5.6 ) ( 0.5 ) ( 6.1 )

Third quarter — ( 1.5 ) ( 0.3 ) ( 1.8 )

Net change ( 2.5 ) 29.2 3.4 30.1

Balance at June 30, 2024 $ ( 44.5 ) $ 6.1 $ ( 435.6 ) $ ( 474.0 )

Balance at September 30, 2024 $ ( 42.2 ) $ 10.8 $ ( 434.8 ) $ ( 466.2 )

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

7 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,

2024 2023 2024 2023

4 unchanged sentences

Total sales $ 1,589.5 $ 1,671.4 $ 4,868.8 $ 5,218.4

Income before Taxes

Income (loss) before Taxes

Chlor Alkali Products and Vinyls $ 45.3 $ 172.3 $ 221.2 $ 598.3

5 unchanged sentences

Restructuring charges ( 7.9 ) ( 11.9 ) ( 23.0 ) ( 92.0 )

Other operating income — 27.0 0.2 27.5

Other operating income (expense) 0.6 ( 0.3 ) 0.8 27.2

Interest expense ( 48.4 ) ( 46.2 ) ( 139.6 ) ( 133.9 )

1 unchanged sentence

Non-operating pension income 6.7 5.9 19.4 17.0

Income before taxes $ 96.6 $ 177.9 $ 156.9 $ 372.7

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,

Income (loss) before taxes $ ( 25.2 ) $ 126.7 $ 131.7 $ 499.4

Other operating income (expense) 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.

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

2024 2023 2024 2023

17 unchanged sentences

Total sales $ 1,589.5 $ 1,671.4 $ 4,868.8 $ 5,218.4

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

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

2024 2023 2024 2023

12 unchanged sentences

Total sales $ 1,589.5 $ 1,671.4 $ 4,868.8 $ 5,218.4

(1) For the three months ended June 30, 2024 and 2023, revenue recognized over time represented $ 37.8 million and $ 26.1 million, respectively, and for the six months ended June 30, 2024 and 2023, revenue recognized over time represented $ 57.6 million and $ 48.8 million, respectively, associated with governmental contracts within our Winchester business.

(1) For the three months ended September 30, 2024 and 2023, revenue recognized over time represented $ 63.0 million and $ 28.7 million, respectively, and for the nine months ended September 30, 2024 and 2023, revenue recognized over time represented $ 120.6 million and $ 77.5 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 $ 155.3 million, $ 153.6 million and $ 151.8 million at June 30, 2024,

December 31, 2023 and June 30, 2023, respectively, of which $ 123.3 million, $ 121.6 million and $ 126.8 million, respectively, were classified as other noncurrent liabilities.

Environmental provisions charged to income, which are included in costs of goods sold, were $ 6.4 million and $ 13.0 million for the three months ended June 30, 2024 and 2023, respectively, and $ 12.2 million and $ 16.2 million for the six months ended June 30, 2024 and 2023, respectively.

The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites amounting to $ 154.2 million, $ 153.6 million and $ 153.5 million at September 30, 2024,

December 31, 2023 and September 30, 2023, respectively, of which $ 122.2 million, $ 121.6 million and $ 128.5 million, respectively, were classified as other noncurrent liabilities.

Environmental provisions charged to income, which are included in costs of goods sold, were $ 7.2 million and $ 6.9 million for the three months ended September 30, 2024 and 2023, respectively, and $ 19.4 million and $ 23.1 million for the nine months ended September 30, 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.

2 unchanged sentences

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 June 30, 2024, December 31, 2023 and June 30, 2023, our condensed balance sheets included accrued liabilities for these other legal actions of $ 12.5 million, $ 14.2 million and $ 15.9 million, respectively.

As of September 30, 2024, December 31, 2023 and September 30, 2023, our condensed balance sheets included accrued liabilities for these other legal actions of $ 14.1 million, $ 14.2 million and $ 15.3 million, respectively.

These liabilities do not include costs associated with legal representation.

21 unchanged sentences

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

June 30, 2024 December 31, 2023 June 30, 2023

September 30, 2024 December 31, 2023 September 30, 2023

Notional Value - Foreign Currency ($ in millions)

4 unchanged sentences

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

June 30, 2024 December 31, 2023 June 30, 2023

September 30, 2024 December 31, 2023 September 30, 2023

Notional Value - Commodity ($ in millions)

3 unchanged sentences

Total notional $ 207.2 $ 191.0 $ 207.5

As of June 30, 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.

As of September 30, 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 June 30, 2024, we had open derivative contract positions through 2028.

If all open futures contracts had been settled on June 30, 2024, we would have recognized a pretax gain of $ 8.0 million.

If commodity prices were to remain at June 30, 2024 levels, approximately $ 1.5 million of deferred gains, net of tax, would be reclassified into earnings during the next twelve months.

At September 30, 2024, we had open derivative contract positions through 2028.

If all open futures contracts had been settled on September 30, 2024, we would have recognized a pretax gain of $ 14.3 million.

If commodity prices were to remain at September 30, 2024 levels, approximately $ 7.3 million of deferred gains, 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.

3 unchanged sentences

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 June 30, 2024, December 31, 2023 and June 30, 2024.

There were no outstanding interest rate swaps at September 30, 2024, December 31, 2023 and September 30, 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:

June 30, 2024 December 31, 2023 June 30, 2023

September 30, 2024 December 31, 2023 September 30, 2023

Balance Sheet Location ($ in millions)

13 unchanged sentences

$ 9.8 $ 32.4 $ 20.0

(1) Does not include the impact of cash collateral received from or provided to counterparties.

(1) Does not include the impact of cash collateral received from or provided to counterparties, if any.

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

Amount of Gain (Loss) for the

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

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

2024 2023 2024 2023

15 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, 2024, December 31, 2023 and June 30, 2023, this threshold was not exceeded.

As of September 30, 2024, December 31, 2023 and September 30, 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.

24 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, 2024, December 31, 2023 and June 30, 2023, the fair value measurements of debt were $ 2,717.3 million, $ 2,626.2 million and $ 2,661.1 million, respectively.

As of September 30, 2024, December 31, 2023 and September 30, 2023, the fair value measurements of debt were $ 2,887.5 million, $ 2,626.2 million and $ 2,666.9 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, 2024, December 31, 2023 or June 30, 2023.

There were no assets or liabilities measured at fair value on a nonrecurring basis as of September 30, 2024, December 31, 2023 or September 30, 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