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Item 2. Management’s Discussion and Analysis

2024-10-25 compared with 2024-07-26 · 187 added, 187 removed, 174 unchanged (68% of the section changed)

5 unchanged sentences

Our operations are concentrated in three business segments:

Chlor Alkali Products and Vinyls, Epoxy and Winchester.

Chlor Alkali Products and Vinyls,

Epoxy and Winchester.

All of our business segments are capital-intensive manufacturing businesses.

The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, hydrochloric acid, hydrogen, bleach products

and potassium hydroxide.

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

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EXECUTIVE SUMMARY

Net income for the three and six months ended June 30, 2024 was $74.2 million and $122.8 million, respectively, compared to $146.9 million and $303.2 million, for the prior year periods, respectively.

The decrease of $72.7 million and $180.4 million, respectively, in net income from the prior year periods was primarily due to a decline in operating results across our chemicals business segments, partially offset by improved operating results from our Winchester segment.

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

Diluted net income per share was $0.62 and $1.01 for the three and six months ended June 30, 2024, respectively, compared to $1.13 and $2.29 in the prior year periods, respectively, a decrease of $0.51 and $1.28 per share, or 45% and 56%, respectively.

Chlor Alkali Products and Vinyls reported segment income was $99.3 million and $175.9 million for the three and six months ended June 30, 2024, respectively.

Chlor Alkali Products and Vinyls segment results were lower than the comparable prior year periods due to lower caustic soda pricing, partially offset by lower costs associated with product purchased from other parties and lower raw material and operating costs.

Epoxy reported a segment loss of $3.0 million and $14.8 million for the three and six months ended June 30, 2024, respectively.

Epoxy segment results were lower than the comparable prior year periods primarily due to lower product pricing, partially offset by increased volumes.

Winchester reported segment income of $70.3 million and $142.5 million for the three and six months ended June 30, 2024, respectively.

Winchester segment results were higher than the comparable prior year periods due to higher sales volumes, which included White Flyer results, partially offset by lower product pricing.

Net (loss) income for the three and nine months ended September 30, 2024, was $(24.9) million and $97.9 million, respectively, compared to $104.1 million and $407.3 million, for the prior year periods, respectively.

The decrease of $129.0 million and $309.4 million, respectively, in net (loss) income from the prior year periods was primarily due to a decline in operating results across our Chemicals businesses.

The operating results from our Winchester segment were lower for the three months ended September 30, 2024 but were higher for the nine months ended September 30, 2024 compared to the comparable prior year periods.

Net income for the nine months ended September 30, 2023 also reflects a gain of $27.0 million for the sale of our domestic private trucking fleet and operations.

Diluted net (loss) income per share was $(0.21) and $0.81 for the three and nine months ended September 30, 2024, respectively, compared to $0.82 and $3.12 in the prior year periods, respectively, a decrease of $1.03 and $2.31 per share.

Chlor Alkali Products and Vinyls reported segment income was $45.3 million and $221.2 million for the three and nine months ended September 30, 2024, respectively.

Chlor Alkali Products and Vinyls segment results were lower than the comparable prior year periods due to the impact of Hurricane Beryl and lower pricing, primarily caustic soda.

The nine months ended September 30, 2024 benefited from lower raw material and operating costs, and costs associated with products purchased from other parties, compared to last year.

The Chlor Alkali and Vinyls segment results for the three and nine months ended September 30, 2023 were negatively impacted by higher costs and reduced profit from lost sales of $25.3 million and $104.2 million, respectively, associated with operating issues related to a 2023 second quarter maintenance turnaround at our vinyl chloride monomer plant at the Freeport, TX facility.

Epoxy reported a segment loss of $42.8 million and $57.6 million for the three and nine months ended September 30, 2024, respectively.

Epoxy segment results for the three months ended September 30, 2024 were lower than the comparable prior year period primarily due to the impact of Hurricane Beryl, partially offset by lower raw material and operating costs.

Epoxy segment results for the nine months ended September 30, 2024 were lower than the comparable prior year period primarily due to lower product pricing and the impact of Hurricane Beryl, partially offset by increased volumes and lower raw material and operating costs.

Winchester reported segment income of $53.4 million and $195.9 million for the three and nine months ended September 30, 2024, respectively.

Winchester segment results for the three months ended September 30, 2024 were lower than the comparable prior year period due to higher commodity and operating costs, including propellant costs.

Winchester segment results for the nine months ended September 30, 2024 were higher than the comparable prior year period due to higher sales volumes, which included White Flyer results, partially offset by higher commodity and operating costs, including propellant costs.

Higher international military sales, military project revenue, and White Flyer sales were partially offset by lower commercial ammunition sales.

Liquidity and Share Repurchases

During the six months ended June 30, 2024, we repurchased and retired 3.9 million shares of common stock at a total value of $211.4 million.

As of June 30, 2024, we had $787.0 million of remaining authorized common stock to be repurchased under our 2022 Repurchase Authorization Program.

During the six months ended June 30, 2024, we had net borrowings of $238.9 million with $343.0 million borrowed under our Senior Revolving Credit Facility, which was utilized to repay $70.0 million of tax-exempt variable-rate bonds and $29.7 million under our Receivables Financing Agreement.

During the nine months ended September 30, 2024, we repurchased and retired 4.9 million shares of common stock at a total value of $256.8 million.

As of September 30, 2024, we had $742.0 million of remaining authorized common stock to be repurchased under our 2022 Repurchase Authorization Program.

During the nine months ended September 30, 2024, we had net borrowings of $216.7 million with $282.0 million borrowed under our Senior Revolving Credit Facility, which was partially utilized to repay $70.0 million of tax-exempt variable-rate bonds, and $11.3 million under our Receivables Financing Agreement.

On July 10, 2024, we announced a temporary disruption of operations at our Freeport, TX, facility as a result of Hurricane Beryl.

In response to this disruption, we declared a system-wide force majeure for our Chlor Alkali Products & Vinyls products and aromatics shipments for our Epoxy segment.

This disruption is a result of hurricane-related damage to Olin facilities in Freeport, TX, impacting Olin’s normal production and logistics capabilities including access to power, raw materials, and other essential feedstocks and services.

During July 2024, we safely returned many Freeport, TX plants to operation.

Wind damage to ancillary equipment has prevented some assets from returning to operation.

Once this critical equipment is restored, those remaining assets, including our vinyl chloride monomer and phenol/acetone plants, will be restarted.

We expect our third quarter 2024 Chemical businesses’ results to be reduced by approximately $100 million due to incremental costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales.

This disruption was a result of hurricane-related damage to Olin facilities in Freeport, TX, impacting Olin’s normal production and logistics capabilities including access to power, raw materials, and other essential feedstocks and services.

During the third quarter, we safely returned many Freeport, TX plants to operation and on August 28, 2024, we lifted the system wide force majeure on Chlor Alkali Products and Vinyls products.

However, persistent operating limitations necessitated an additional outage, w hich we commenced in late September and successfully completed during October.

The third quarter 2024 results included a negative pretax impact of $109.4 million associated with Hurricane Beryl for incremental costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales.

The Hurricane Beryl impact included in our Chlor Alkali Products and Vinyls and Epoxy segment results was $76.7 million and $32.7 million, respectively.

We expect a residual fourth quarter Hurricane Beryl impact of approximately $25 million in our Chemicals businesses’ results.

Epoxy segment results in 2024 continue to be impacted by significant exports out of Asia into the European and North American markets, negatively impacting pricing and volumes.

7 unchanged sentences

On July 1, 2024, we announced the initiation of an anti-dumping proceeding by the European Commission against China, the Republic of Korea, Taiwan and Thailand concerning low-priced imports of epoxy resins into the European Union (EU), as a result of a complaint lodged by the Ad Hoc Coalition of Epoxy Resin Producers.

The complaint alleges that

exporting producers in the four targeted countries have injured the European epoxy resin producers by selling their products on the EU market at unfairly low prices that significantly undercut the prices of European producers.

The complaint alleges that exporting producers in the four targeted countries have injured the European epoxy resin producers by selling their products on the EU market at unfairly low prices that significantly undercut the prices of European producers.

During 2024, the U.S.

4 unchanged sentences

CONSOLIDATED RESULTS OF OPERATIONS

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

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

2024 2023 2024 2023

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

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

Diluted $ (0.21) $ 0.82 $ 0.81 $ 3.12

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

Sales for the three months ended June 30, 2024 were $1,644.0 million compared to $1,702.7 million in the same period last year, a decrease of $58.7 million, or 3%.

Chlor Alkali Products and Vinyls sales decreased by $82.0 million primarily due to lower caustic soda pricing, partially offset by increased volumes which were primarily associated with products purchased from other parties.

Epoxy sales decreased by $16.1 million, primarily due to lower product pricing, partially offset by increased sales volumes.

Winchester sales increased by $39.4 million, primarily due to second quarter 2024 sales from White Flyer and increased sales to international military customers.

Gross margin decreased $72.3 million for the three months ended June 30, 2024 compared to the prior year.

Chlor Alkali Products and Vinyls gross margin decreased by $77.8 million primarily due to lower caustic soda pricing.

Epoxy gross margin decreased by $4.4 million primarily due to lower product pricing, partially offset by increased volumes.

Winchester gross margin increased by $2.9 million primarily due to higher sales volumes, including White Flyer, partially offset by lower product pricing.

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Sales for the three months ended September 30, 2024 were $1,589.5 million compared to $1,671.4 million in the same period last year, a decrease of $81.9 million, or 5%.

Chlor Alkali Products and Vinyls sales decreased by $98.0 million primarily due to lower pricing, primarily caustic soda.

Epoxy sales decreased by $36.5 million, primarily due to lower sales volumes, primarily as a result of Hurricane Beryl.

Winchester sales increased by $52.6 million, primarily due to third quarter 2024 sales from White Flyer and increased sales to international military customers and military project revenue, partially offset by lower commercial ammunition sales.

Gross margin decreased $134.6 million for the three months ended September 30, 2024 compared to the prior year.

Chlor Alkali Products and Vinyls gross margin decreased by $117.7 million primarily due to the impact of Hurricane Beryl and lower pricing, primarily caustic soda.

Epoxy gross margin decreased by $11.0 million primarily due to the impact of Hurricane Beryl, partially offset by lower raw material and operating costs.

Winchester gross margin decreased by $6.9 million primarily due to higher commodity and operating costs, including propellant costs.

Gross margin as a percentage of sales decreased to 8% in 2024 from 16% in 2023, across all segments.

Selling and administrative expenses for the three months ended June 30, 2024 were $94.6 million, a decrease of $6.6 million from the prior year.

The decrease was primarily due to lower stock-based compensation expense of $6.7 million, which includes mark-to-market adjustments.

Selling and administrative expenses as a percentage of sales was 6% for both the three months ended June 30, 2024 and 2023.

Restructuring charges for the three months ended June 30, 2024 and 2023 were $6.8 million and $19.2 million, respectively.

The decrease in charges was primarily due to a decline in charges associated with our 2023 actions to reconfigure our global Epoxy asset footprint to optimize the most productive and cost effective assets to support our strategic operating model, which resulted in pretax restructuring charges of $5.8 million and $13.3 million for the three months ended June 30, 2024 and 2023, respectively.

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

Interest expense increased by $1.3 million for the three months ended June 30, 2024 from the prior year, primarily due to higher average interest rates.

Selling and administrative expenses for the three months ended September 30, 2024 were $111.7 million, an increase of $20.8 million from the prior year.

The increase was primar ily due to higher legal and legal-related settlement expense of $11.9 million, consulting and contract services of $2.3 million, and stock-based compensation expense of $2.2 million, which includes mark-to-market adjustments.

Selling and administrative expenses as a percentage of sales increased to 7% in 2024 from 5% in 2023.

Restructuring charges for the three months ended September 30, 2024 and 2023 were $7.9 million and $11.9 million, respectively.

Restructuring charges were primarily associated with our 2023 actions to reconfigure our global Epoxy asset footprint to optimize the most productive and cost effective assets to support our strategic operating model, which resulted in pretax restructuring charges of $6.3 million and $8.6 million for the three months ended September 30, 2024 and 2023, respectively.

Interest expense increased by $2.2 million for the three months ended September 30, 2024 from the prior year, primarily due to higher average interest rates.

Non-operating pension income includes all components of pension and other postretirement net periodic benefit (income) cost, other than service costs.

Non-operating pension income was higher for the three months ended June 30, 2024 primarily due to a decrease in the discount rate used to determine interest costs, partially offset by higher actuarial losses recognized to income.

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.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Sales for the six months ended June 30, 2024 were $3,279.3 million compared to $3,547.0 million in the same period last year, a decrease of $267.7 million, or 8%.

Chlor Alkali Products and Vinyls sales decreased by $314.5 million primarily due to lower caustic soda pricing, partially offset by increased sales volumes associated with product purchased from other parties.

Non-operating pension income was higher for the three months ended September 30, 2024 primarily due to a decrease in the discount rate used to determine interest costs, partially offset by higher actuarial losses recognized to income.

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.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Sales for the nine months ended September 30, 2024 were $4,868.8 million compared to $5,218.4 million in the same period last year, a decrease of $349.6 million, or 7%.

Chlor Alkali Products and Vinyls sales decreased by $412.5 million primarily due to lower pricing, primarily caustic soda.

Epoxy sales decreased by $72.0 million, primarily due to lower product pricing, partially offset by increased sales volumes.

Winchester sales increased by $82.3 million, primarily due to 2024 sales from White Flyer, higher commercial ammunition sales volumes, and increased sales to international military customers.

Gross margin decreased $267.6 million for the six months ended June 30, 2024 compared to the prior year.

Chlor Alkali Products and Vinyls gross margin decreased by $243.2 million primarily due to lower caustic soda pricing, partially offset by lower costs.

Winchester sales increased by $134.9 million, primarily due to 2024 sales from White Flyer and increased sales to international military customers and military project revenue.

Gross margin decreased $402.2 million for the nine months ended September 30, 2024 compared to the prior year.

Chlor Alkali Products and Vinyls gross margin decreased by $360.9 million primarily due to lower pricing, primarily caustic soda, partially offset by lower costs.

Epoxy gross margin decreased by $50.9 million primarily due to lower product pricing, partially offset by increased volumes.

Winchester gross margin increased by $11.0 million primarily due to higher sales volume, including White Flyer, partially offset by lower product pricing.

Winchester gross margin increased by $4.1 million primarily due to higher sales volume, including White Flyer, partially offset by higher commodity and operating costs, including propellant costs.

Gross margin as a percentage of sales decreased to 12% in 2024 from 19% in 2023, across all segments.

Selling and administration expenses for the six months ended June 30, 2024 were $196.5 million, a decrease of $16.5 million from the prior year.

The decrease was primarily due to lower stock-based compensation expense of $4.9 million, which includes mark-to-market adjustments, lower costs of $4.8 million associated with consulting and contract services and a favorable foreign currency impact of $3.8 million.

Selling and administration expenses as a percentage of sales was 6% for both the six months ended June 30, 2024 and 2023.

Restructuring charges for the six months ended June 30, 2024 and 2023 were $15.1 million and $80.1 million, respectively.

The decrease in charges was primarily due to a decline in charges associated with our 2023 actions to reconfigure our global Epoxy asset footprint to optimize the most productive and cost effective assets to support our strategic operating model, which resulted in pretax restructuring charges of $9.3 million and $71.1 million for the six months ended June 30, 2024 and 2023, respectively.

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

Interest expense increased by $3.5 million for the six months ended June 30, 2024 from the prior year primarily due to higher average interest rates.

Selling and administration expenses for the nine months ended September 30, 2024 were $308.2 million, an increase of $4.3 million from the prior year.

The increase was primarily due to higher legal and legal-related settlement expense of $13.6 million, partially offset by a favorable foreign currency impact of $3.0 million and lower stock-based compensation expense of $2.7 million, which includes mark-to-market adjustments.

Sellin g and administration expenses as a percentage of sales was 6% for both the nine months ended September 30, 2024 and 2023.

Restructuring charges for the nine months ended September 30, 2024 and 2023 were $23.0 million and $92.0 million, respectively.

The decrease was primarily due to charges associated with our 2023 actions to reconfigure our global Epoxy asset footprint to optimize the most productive and cost effective assets to support our strategic operating model, which resulted in pretax restructuring charges of $15.6 million and $79.7 million for the nine months ended September 30, 2024 and 2023, respectively.

Other operating 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.

Interest expense increased by $5.7 million for the nine months ended September 30, 2024 from the prior year primarily due to higher average interest rates.

Non-operating pension income includes all components of pension and other postretirement net periodic benefit (income) cost, other than service costs.

Non-operating pension income was higher for the six months ended June 30, 2024 primarily due to a decrease in the discount rate used to determine interest costs, partially offset by higher actuarial losses recognized to income.

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.

Non-operating pension income was higher for the nine months ended September 30, 2024 primarily due to a decrease in the discount rate used to determine interest costs, partially offset by higher actuarial losses recognized to income.

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.

SEGMENT RESULTS

4 unchanged sentences

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

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

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

Chlor Alkali Products and Vinyls

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

Chlor Alkali Products and Vinyls sales for the three months ended June 30, 2024 were $920.3 million compared to $1,002.3 million for the same period in 2023, a decrease of $82.0 million, or 8%.

The sales decrease was primarily due to

lower caustic soda pricing, partially offset by increased volumes which were primarily associated with products purchased from other parties.

Chlor Alkali Products and Vinyls segment income was $99.3 million for the three months ended June 30, 2024 compared to $180.1 million for the same period in 2023.

The decrease in segment results of $80.8 million was primarily due to lower caustic soda pricing ($243.4 million), partially offset by lower raw material and operating costs ($85.7 million), lower costs associated with product purchased from other parties ($40.5 million) and increased volumes ($36.4 million).

Chlor Alkali Products and Vinyls second quarter 2023 segment results were negatively impacted by the maintenance turnaround and subsequent operating issues with the vinyl chloride monomer plant at the Freeport, TX facility, resulting in higher costs and reduced profit from lost sales.

Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $105.8 million and $113.3 million for the three months ended June 30, 2024 and 2023, respectively.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Chlor Alkali Products and Vinyls sales for the six months ended June 30, 2024 were $1,804.9 million compared to $2,119.4 million for the same period in 2023, a decrease of $314.5 million, or 15%.

The sales decrease was primarily due to lower caustic soda pricing, partially offset by increased sales volumes associated with products purchased from other parties.

Chlor Alkali Products and Vinyls segment income was $175.9 million for the six months ended June 30, 2024 compared to $426.0 million for the same period in 2023.

The decrease in segment results of $250.1 million was primarily due to lower caustic soda pricing ($396.6 million), and an unfavorable product mix ($82.7 million), partially offset by lower costs associated with products purchased from other parties ($117.7 million) and lower raw material and operating costs ($111.5 million).

Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $212.6 million and $227.7 million for the six months ended June 30, 2024 and 2023, respectively.

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

Epoxy sales for the three months ended June 30, 2024 were $317.7 million compared to $333.8 million for the same period in 2023, a decrease of $16.1 million, or 5%.

The sales decrease was primarily due to lower product prices ($35.5 million) and an unfavorable effect of foreign currency translation ($1.9 million), partially offset by increased sales volumes ($21.3 million).

Epoxy segment loss was $3.0 million for the three months ended June 30, 2024 compared to segment loss of $0.5 million for the same period in 2023.

The decrease in segment results of $2.5 million was primarily due to lower product prices ($35.5 million), which continue to be impacted by significant exports out of Asia into Europe and North America markets, partially offset by increased volumes and improved product mix ($25.1 million) and lower raw material and operating costs ($7.9 million).

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Chlor Alkali Products and Vinyls sales for the three months ended September 30, 2024 were $871.6 million compared to $969.6 million for the same period in 2023, a decrease of $98.0 million, or 10%.

The sales decrease was primarily due to lower pricing, primarily caustic soda.

Chlor Alkali Products and Vinyls segment income was $45.3 million for the three months ended September 30, 2024 compared to $172.3 million for the same period in 2023.

The decrease in segment results of $127.0 million was due to the negative impact of Hurricane Beryl resulting in incremental costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($76.7 million), lower pricing ($79.5 million), primarily caustic soda, and higher raw material and operating costs ($17.6 million), partially offset by increased volumes ($43.6 million) and lower costs associated with product purchased from other parties ($3.2 million).

Chlor Alkali Products and Vinyls third quarter 2023 segment results were negatively impacted by a maintenance turnaround and subsequent operating issues with the vinyl chloride monomer plant at the Freeport, TX facility, resulting in higher costs and reduced profit from lost sales.

Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $106.5 million and $107.6 million for the three months ended September 30, 2024 and 2023, respectively.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Chlor Alkali Products and Vinyls sales for the nine months ended September 30, 2024 were $2,676.5 million compared to $3,089.0 million for the same period in 2023, a decrease of $412.5 million, or 13%.

The sales decrease was primarily due to lower pricing, primarily caustic soda, partially offset by increased sales volumes associated with products purchased from other parties.

Chlor Alkali Products and Vinyls segment income was $221.2 million for the nine months ended September 30, 2024 compared to $598.3 million for the same period in 2023.

The decrease in segment results of $377.1 million was due to lower pricing ($476.1 million), primarily caustic soda, the negative impact of Hurricane Beryl resulting in incremental costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($76.7 million), and an unfavorable product mix ($39.9 million), partially offset by lower costs associated with products purchased from other parties ($120.9 million) and lower raw material and operating costs ($94.7 million).

Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $319.1 million and $335.3 million for the nine months ended September 30, 2024 and 2023, respectively.

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Epoxy sales for the three months ended September 30, 2024 were $285.1 million compared to $321.6 million for the same period in 2023, a decrease of $36.5 million, or 11%.

The sales decrease was due to lower sales volumes ($35.4 million), primarily as a result of Hurricane Beryl and an unfavorable effect of foreign currency translation ($2.1 million), partially offset by higher product prices ($1.0 million).

Epoxy segment loss was $42.8 million for the three months ended September 30, 2024 compared to segment loss of $28.8 million for the same period in 2023.

The decrease in segment results of $14.0 million was due to the negative impact of Hurricane Beryl resulting in incremental costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($32.7 million) and decreased volumes ($1.3 million), partially offset by lower raw material and operating costs ($20.0 million).

A significant percentage of our Euro denominated sales are of products manufactured within Europe.

As a result, the impact of foreign currency translation on revenue is primarily offset by the impact of foreign currency translation on raw materials and manufacturing costs also denominated in Euros.

Epoxy segment results included depreciation and amortization expense of $13.4 million and $15.2 million for the three months ended June 30, 2024 and 2023, respectively.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Epoxy sales for the six months ended June 30, 2024 were $659.0 million compared to $694.5 million for the same period in 2023, a decrease of $35.5 million, or 5%.

The sales decrease was primarily due to lower product prices ($133.6 million) and an unfavorable effect of foreign currency translation ($2.4 million), partially offset by increased sales volumes ($100.5 million).

Epoxy segment loss was $14.8 million for the six months ended June 30, 2024 compared to segment income of $20.9 million for the same period in 2023.

The decrease in segment results of $35.7 million was primarily due to lower product prices ($133.6 million), which continues to be impacted by significant exports out of Asia into the European and North American markets, partially offset by increased volumes and improved product mix ($83.5 million) and lower raw material and operating costs ($14.4 million).

Epoxy segment results included depreciation and amortization expense of $13.7 million and $14.7 million for the three months ended September 30, 2024 and 2023, respectively.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Epoxy sales for the nine months ended September 30, 2024 were $944.1 million compared to $1,016.1 million for the same period in 2023, a decrease of $72.0 million, or 7%.

The sales decrease was due to lower product prices ($132.6 million) and an unfavorable effect of foreign currency translation ($4.5 million), partially offset by increased sales volumes ($65.1 million), which were negatively impacted by Hurricane Beryl.

Epoxy segment loss was $57.6 million for the nine months ended September 30, 2024 compared to segment loss of $7.9 million for the same period in 2023.

The decrease in segment results of $49.7 million was due to lower product prices ($133.4 million), which continues to be impacted by significant exports out of Asia into the European and North American markets, and the negative impact of Hurricane Beryl resulting in incremental costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($32.7 million), partially offset by increased volumes and improved product mix ($82.2 million) and lower raw material and operating costs ($34.2 million).

A significant percentage of our Euro denominated sales are of products manufactured within Europe.

Epoxy segment results included depreciation and amortization expense of $26.9 million and $29.7 million for the six months ended June 30, 2024 and 2023, respectively.

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

Winchester sales were $406.0 million for the three months ended June 30, 2024 compared to $366.6 million for the same period in 2023, an increase of $39.4 million, or 11%.

The increase was due to higher sales to commercial customers ($22.6 million), higher sales to domestic and international military customers ($20.5 million), partially offset by lower sales to law enforcement agencies ($3.7 million).

Commercial sales were primarily impacted by 2024 sales from White Flyer, partially offset by lower ammunition volumes.

The increase in sales to military customers was due to international military sales more than doubling in 2024 compared to 2023.

Winchester segment income was $70.3 million for the three months ended June 30, 2024 compared to $64.7 million for the same period in 2023, an increase of $5.6 million.

The increase in segment results was due to higher sales volumes ($11.7 million), which includes White Flyer, partially offset by higher commodity and operating costs ($3.6 million) and lower product pricing ($2.5 million).

Winchester segment income included depreciation and amortization expense of $8.3 million and $6.3 million for the three months ended June 30, 2024 and 2023, respectively.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Winchester sales were $815.4 million for the six months ended June 30, 2024 compared to $733.1 million for the same period in 2023, an increase of $82.3 million, or 11%.

The increase was due to higher sales to commercial customers ($64.9 million), higher sales to domestic and international military customers ($26.6 million), partially offset by lower sales to law enforcement agencies ($9.2 million).

Commercial sales were primarily impacted by 2024 sales from White Flyer and increased ammunition volumes.

The increase in sales to military customers was primarily due to international military sales increasing 165% compared to 2023.

Winchester segment income was $142.5 million for the six months ended June 30, 2024 compared to $125.7 million for the same period in 2023, an increase of $16.8 million.

The increase in segment results was due to higher sales volumes ($23.0 million), which includes White Flyer, and lower commodity and operating costs ($0.4 million), partially offset by lower product pricing ($6.6 million).

Winchester segment income included depreciation and amortization expense of $16.2 million and $12.5 million for the six months ended June 30, 2024 and 2023, respectively.

Epoxy segment results included depreciation and amortization expense of $40.6 million and $44.4 million for the nine months ended September 30, 2024 and 2023, respectively.

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Winchester sales were $432.8 million for the three months ended September 30, 2024 compared to $380.2 million for the same period in 2023, an increase of $52.6 million, or 14%.

The increase was due to higher sales to domestic and international military customers ($43.5 million), higher sales to commercial customers ($10.4 million), partially offset by lower sales to law enforcement agencies ($1.3 million).

Commercial sales were primarily impacted by 2024 sales from White Flyer, partially

offset by lower ammunition volumes.

Winchester segment income was $53.4 million for the three months ended September 30, 2024 compared to $64.5 million for the same period in 2023, a decrease of $11.1 million.

The decrease in segment results was due to higher commodity and operating costs ($17.2 million), including propellant costs, partially offset by higher sales volumes ($4.1 million), which includes White Flyer, and higher product pricing ($2.0 million).

Winchester segment income included depreciation and amortization expense of $8.5 million and $6.6 million for the three months ended September 30, 2024 and 2023, respectively.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Winchester sales were $1,248.2 million for the nine months ended September 30, 2024 compared to $1,113.3 million for the same period in 2023, an increase of $134.9 million, or 12%.

The increase was due to higher sales to commercial customers ($75.3 million) and higher sales to domestic and international military customers ($70.1 million), partially offset by lower sales to law enforcement agencies ($10.5 million).

Commercial sales were primarily impacted by 2024 sales from White Flyer.

Winchester segment income was $195.9 million for the nine months ended September 30, 2024 compared to $190.2 million for the same period in 2023, an increase of $5.7 million.

The increase in segment results was due to higher sales volumes ($27.1 million), which includes White Flyer, partially offset by higher commodity and operating costs ($16.8 million), including propellant costs, and lower product pricing ($4.6 million).

Winchester segment income included depreciation and amortization expense of $24.7 million and $19.1 million for the nine months ended September 30, 2024 and 2023, respectively.

Corporate/Other

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

For the three months ended June 30, 2024, charges to income for environmental investigatory and remedial activities were $6.4 million compared to $13.0 million for the three months ended June 30, 2023.

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

For the three months ended September 30, 2024, charges to income for environmental investigatory and remedial activities were $7.2 million compared to $6.9 million for the three months ended September 30, 2023.

These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.

For the three months ended June 30, 2024, other corporate and unallocated costs were $17.0 million compared to $22.4 million for the three months ended June 30, 2023, a decrease of $5.4 million.

The decrease was primarily due to lower variable incentive compensation costs ($2.1 million), which includes mark-to-market adjustments on stock-based compensation expense, lower legal and legal-related settlement expenses ($1.3 million) and a favorable foreign currency impact ($1.3 million).

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

For the six months ended June 30, 2024, charges to income for environmental investigatory and remedial activities were $12.2 million compared to $16.2 million for the six months ended June 30, 2023.

For the three months ended September 30, 2024, other corporate and unallocated costs were $25.9 million compared to $22.9 million for the three months ended September 30, 2023, an increase of $3.0 million.

The increase was primarily due to higher stock-based compensation ($2.2 million), which includes mark-to-market adjustments, and higher legal and legal-related settlement expenses ($1.6 million).

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

For the nine months ended September 30, 2024, charges to income for environmental investigatory and remedial activities were $19.4 million compared to $23.1 million for the nine months ended September 30, 2023.

These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.

For the six months ended June 30, 2024, other corporate and unallocated costs were $42.8 million compared to $56.7 million for the six months ended June 30, 2023, a decrease of $13.9 million.

The decrease was primarily due to lower variable incentive compensation costs ($6.6 million), which includes mark-to-market adjustments on stock-based compensation expense, a favorable foreign currency impact ($3.8 million) and lower legal and legal-related settlement expenses ($2.1 million).

For the nine months ended September 30, 2024, other corporate and unallocated costs were $68.7 million compared to $79.6 million for the nine months ended September 30, 2023, a decrease of $10.9 million.

The decrease was primarily due to lower variable incentive compensation costs ($6.3 million), which includes mark-to-market adjustments on stock-based compensation expense, and a favorable foreign currency impact ($3.0 million).

Restructurings

In connection with the previously announced Epoxy Optimization Plan, for the three months ended June 30, 2024 and 2023, we recorded restructuring charges of $5.8 million and $13.3 million, respectively, and for the six month ended June 30, 2024 and 2023, we recorded restructuring charges of $9.3 million and $71.1 million, respectively.

In connection with the previously announced Epoxy Optimization Plan, for the three months ended September 30, 2024 and 2023, we recorded restructuring charges of $6.3 million and $8.6 million, respectively, and for the nine months ended September 30, 2024 and 2023, we recorded restructuring charges of $15.6 million and $79.7 million, respectively.

We expect to incur additional restructuring charges through 2025 of approximately $10 million related to these actions.

For the three months ended June 30, 2024 and 2023, we incurred charges of $1.0 million and $5.9 million, respectively, and for the six month ended June 30, 2024 and 2023, we incurred charges of $5.8 million and $9.0 million, respectively, associated with other previously disclosed restructuring plans.

For the three months ended September 30, 2024 and 2023, we incurred charges of $1.6 million and $3.3 million, respectively, and for the nine months ended September 30, 2024 and 2023, we incurred charges of $7.4 million and $12.3 million, respectively, associated with other previously disclosed restructuring plans.

We expect to incur additional restructuring charges through 2027 of approximately $40 million related to these actions.

Discussion on our restructuring activity, including a description of each plan, is referenced under Item 1, within Note 4, “Restructuring Charges.” Pretax restructuring charges related to our 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.

In the second quarter 2024, we saw sequential improvement in our Chemical businesses.

As a result of the temporary disruption of operations at our Freeport, TX, facility from Hurricane Beryl, we expect our third quarter 2024 Chemical businesses’ results to be reduced by approximately $100 million due to incremental costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales.

Before considering the effects of Hurricane Beryl, we had anticipated our Chemical businesses’ third quarter 2024 results to be comparable to second quarter 2024.

In the second quarter 2024, our Winchester business achieved significant military growth, offset by lower commercial ammunition volumes and increased costs.

We expect our Winchester business third quarter results to improve from second quarter levels with seasonally stronger commercial ammunition demand and continued military growth.

In the third quarter 2024, our Chemicals businesses were able to safely return multiple Freeport, TX, plants to operation after Hurricane Beryl, completing our efforts during October.

In the third quarter 2024, we incurred a negative $109.4 million impact from Hurricane Beryl, and we anticipate a residual negative fourth quarter impact of approximately $25 million on our Chemicals businesses’ results.

Excluding the Hurricane Beryl impact, we expect our Chemicals businesses’ fourth quarter 2024 results to seasonally decline from the third quarter 2024.

We expect our Winchester business fourth quarter results to decline from third quarter levels with seasonally weaker commercial ammunition demand and inventory destocking by our retail customers.

Other corporate and unallocated costs in 2024 are expected to be comparable with the $106.3 million in 2023.

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We have several international qualified defined benefit pension plans for which we anticipate cash contributions of less than $5 million in 2024.

In 2024, we currently expect our capital spending to be in the $225 million range, including $10 million of additional capital associated with Hurricane Beryl, and we expect to make payments under other long-term supply contracts of approximately $50 million for energy modernization on the U.S.

We expect 2024 depreciation and amortization expense to be in the $500 million to $525 million range.

We currently believe the 2024 effective tax rate will be in the 25% to 30% range and our cash tax rate to be in the 30% range.

In 2024, we currently expect our capital spending to be approximately $200 million, including approximately $10 million of additional capital associated with Hurricane Beryl.

Our payments under other long-term supply contracts for energy modernization on the U.S.

Gulf Coast will be $58.6 million as we made our final payment during the third quarter 2024.

We expect 2024 depreciation and amortization expense to be approximately $525 million.

We currently believe the 2024 effective tax rate will be in the 25% to 30% range and cash taxes paid to be approximately $110 million.

ENVIRONMENTAL MATTERS

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 were $12.2 million and $16.2 million for the six month ended June 30, 2024 and 2023, respectively.

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 were $19.4 million and $23.1 million for the nine months ended September 30, 2024 and 2023, respectively.

The following table summarizes the environmental liability activity:

Six Months Ended June 30,

Nine Months Ended September 30,

Environmental Liabilities ($ in millions)

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Associated costs of investigatory and remedial activities are provided for in accordance with generally accepted accounting principles governing probability and the ability to reasonably estimate future costs.

Our ability to estimate future costs depends

on whether our investigatory and remedial activities are in preliminary or advanced stages.

Our ability to estimate future costs depends on whether our investigatory and remedial activities are in preliminary or advanced stages.

With respect to unasserted claims, we accrue liabilities for costs that, in our experience, we expect to incur to protect our interests against those unasserted claims.

Our accrued liabilities for unasserted claims amounted to $11.7 million at June 30, 2024.

Our accrued liabilities for unasserted claims amounted to $11.7 million at September 30, 2024.

With respect to asserted claims, we accrue liabilities based on remedial investigation, feasibility study, remedial action and operation, maintenance and monitoring (OM&M) expenses that, in our experience, we expect to incur in connection with the asserted claims.

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Charges to income for investigatory and remedial efforts may be material to our operating results in 2024.

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.

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.

These amounts do not take into account any discounting of future expenditures or any consideration of insurance recoveries or advances in technology.

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Cash Flow Data

Six Months Ended June 30,

Provided by (Used for) ($ in millions)

Nine Months Ended September 30,

Cash Provided by (Used for) ($ in millions)

Net operating activities $ 361.5 $ 557.7

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Operating Activities

For the six months ended June 30, 2024, cash provided by operating activities decreased by $171.4 million from the six months ended June 30, 2023, primarily due to a decrease in operating results, partially offset by a smaller increase in working capital compared with the prior year.

For the six months ended June 30, 2024, working capital increased $166.3 million compared to an increase of $213.7 million for the six months ended June 30, 2023.

Inventories increased by $19.3 million from December 31, 2023, which reflects normal seasonal growth, partially offset by inventory reduction efforts over the last year.

Accounts payable and accrued liabilities decreased $63.8 million from December 31, 2023, primarily as a result of timing of payments during the first half of 2024.

For the nine months ended September 30, 2024, cash provided by operating activities decreased by $196.2 million from the nine months ended September 30, 2023, primarily due to a decrease in operating results, partially offset by a smaller increase in working capital compared with the prior year.

For the nine months ended September 30, 2024, working capital increased $58.7 million compared to an increase of $172.6 million for the nine months ended September 30, 2023.

Accounts payable and accrued liabilities decreased $77.2 million from December 31, 2023, primarily as a result of timing of payments during the third quarter of 2024.

Investing Activities

Capital spending was $100.8 million for the six months ended June 30, 2024 compared to $128.8 million for the comparable period in 2023.

Capital spending was $144.1 million for the nine months ended September 30, 2024, compared to $173.0 million for the comparable period in 2023.

Our capital spending forecast represents normal capital spending to maintain our current operating facilities.

For the full year 2024, we expect our capital spending to be in the $225 million range, including $10 million of additional capital associated with Hurricane Beryl.

We expect 2024 depreciation and amortization expense to be in the $500 million to $525 million range.

For the six months ended June 30, 2024, payments under other long-term supply contracts was $46.7 million for energy modernization on the U.S.

We expect to make payments for the full year 2024 of approximately $50 million.

For the six months ended June 30, 2023, we received $28.5 million of cash proceeds for the sale of our domestic private trucking fleet and operations.

For the full year 2024, we expect our capital spending to be approximately $200 million, including $10 million of additional capital associated with Hurricane Beryl.

We expect 2024 depreciation and amortization expense to be approximately $525 million.

For the nine months ended September 30, 2024, payments under other long-term supply contracts were $58.6 million for energy modernization on the U.S.

Our payments for this project were completed in the third quarter.

For the nine months ended September 30, 2023, we received $28.5 million of cash proceeds for the sale of our domestic private trucking fleet and operations.

Financing Activities

For the six months ended June 30, 2024, we had long-term debt borrowings, net of repayments of $238.9 million.

For the six months ended June 30, 2023, we had long-term debt borrowings, net of repayments of $143.7 million.

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.

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 six months ended June 30, 2024, we withheld and paid $10.5 million for employee taxes on share-based payment arrangements.

For the six months ended June 30, 2023, we received $44.1 million of cash contributions from noncontrolling interests for BWA.

The percent of total debt to total capitalization increased to 57.3% as of June 30, 2024 from 54.1% as of December 31, 2023, primarily as a result of a higher level of debt outstanding, partially offset by lower shareholders’ equity, primarily due to common stock repurchases, partially offset by our operating results.

In the first and second quarters of 2024 and 2023, we paid a quarterly dividend of $0.20 per share.

Dividends paid for the six months ended June 30, 2024 and 2023, were $47.6 million and $51.8 million, respectively.

On July 24th, 2024, our Board of Directors declared a dividend of $0.20 per share on our common stock, payable on September 13th, 2024, to shareholders of record on August 8th, 2024.

For the nine months ended September 30, 2024 and 2023, we had long-term debt borrowings, net of repayments, of $216.7 million and $206.6 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.

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.

For the nine months ended September 30, 2024, we withheld and paid $10.5 million for employee taxes on share-based payment arrangements.

For the nine months ended September 30, 2023, we received $44.1 million of cash contributions from noncontrolling interests for BWA.

The percent of total debt to total capitalization increased to 58.0% as of September 30, 2024 from 54.1% as of December 31, 2023, primarily as a result of a higher level of debt outstanding and lower shareholders’ equity, primarily due to common stock repurchases partially offset by our operating results.

In the first three quarters of 2024 and 2023, we paid a quarterly dividend of $0.20 per share.

Dividends paid for the nine months ended September 30, 2024 and 2023, were $70.9 million and $76.6 million, respectively.

On October 24rd, 2024, our Board of Directors declared a dividend of $0.20 per share on our common stock, payable on December 13th, 2024, to shareholders of record on November 14th, 2024.

The payment of cash dividends is subject to the discretion of our Board of Directors and will be determined in light of then-current conditions, including our earnings, our operations, our financial condition, our capital requirements and other factors deemed relevant by our Board of Directors.

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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.

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.

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 2024, the Senior Revolving Credit Facility borrowings were partially utilized 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 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.

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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.

We believe, based on current and projected levels of cash flow from our operations, together with our cash and cash equivalents on hand and the availability to borrow under our Senior Revolving Credit Facility and AR Facilities, we have sufficient liquidity to meet our short-term and long-term needs, to make required payments of interest on our debt, fund our operating needs, working capital and our capital expenditure requirements, and comply with the financial ratios in our debt agreements.

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

For the six months ended June 30, 2024, 3.9 million shares of common stock have been repurchased and retired at a total value of $211.4 million.

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.

For the nine months ended September 30, 2024, 4.9 million shares of common stock have been repurchased and retired at a total value of $256.8 million.

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 maintain a $425.0 million Receivables Financing Agreement (Receivables Financing Agreement) that is scheduled to mature on October 14, 2025.

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In addition, the Receivables Financing Agreement incorporates the net leverage ratio covenant that is contained in the 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.

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The following table summarizes the AR facilities activity:

Six Months Ended June 30,

Nine Months Ended September 30,

AR Facilities ($ in millions)

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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 has been recorded as of June 30, 2024.

At June 30, 2024, we had total letters of credit of $135.2 million outstanding, of which $0.4 million were issued under our Senior Revolving Credit Facility.

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 has been recorded as of September 30, 2024.

At September 30, 2024, we had total letters of credit of $167.3 million outstanding, of which $0.4 million were issued under our Senior Revolving Credit Facility.

The letters of credit were used to support certain long-term debt obligations, workers compensation insurance policies, plant closure and post-closure obligations, international payment obligations and international pension funding requirements.

Our current debt structure is used to fund our business operations.

As of June 30, 2024, we had long-term borrowings, including the current installment, of $2,910.9 million, of which $1,132.6 million were at variable rates.

Included within long-term borrowings on the condensed balance sheets were deferred debt issuance costs and unamortized bond original issue discount of $14.9 million as of June 30, 2024.

As of September 30, 2024, we had long-term borrowings, including the current installment, of $2,889.5 million, of which $1,110.4 million were at variable rates.

Included within long-term borrowings on the condensed balance sheets were deferred debt issuance costs and unamortized bond original issue discount of $14.1 million as of September 30, 2024.

Commitments from banks under our Senior Revolving Credit Facility and AR Facilities are additional sources of liquidity.

We have registered an undetermined amount of securities with the SEC, so that, from time-to-time we may issue debt securities, preferred stock and/or common stock and associated warrants in the public market under that registration statement.

We have registered an undetermined number of securities with the SEC, so that, from time-to-time we may issue debt securities, preferred stock and/or common stock and associated warrants in the public market under that registration statement.

Credit Ratings

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Fitch Ratings (Fitch), Moody's Investor Service (Moody's) and Standard & Poor's (S&P).

The following table summarizes our credit ratings as of June 30, 2024:

The following table summarizes our credit ratings as of September 30, 2024:

Credit Rating Agency Long-term Rating Outlook

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Moody’s Investors Service Ba1 Stable

Standard & Poor’s BB+ Positive

Standard & Poor’s BB+ Stable

On August 8, 2024, S&P affirmed Olin’s BB+ rating and revised its outlook from positive to stable.

On June 24, 2024, Moody’s affirmed Olin’s Ba1 rating and stable outlook.

On March 14, 2024, Fitch affirmed Olin’s BBB- rating and stable outlook.

On April 30, 2023, S&P affirmed Olin’s BB+ rating and positive outlook.

Contractual Obligations

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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 2. Management’s Discussion and Analysis