What changed in this filing

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Item 1A. Risk Factors

2025-02-20 compared with 2024-02-22 · 88 added, 90 removed, 202 unchanged (47% of the section changed)

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These economic, seasonal and industry downturns have been characterized by diminished product demand, excess manufacturing capacity and, in some cases, lower average selling prices.

Therefore, any significant downturn in our customers’ businesses, industry conditions, or in global economic conditions could result in a reduction in demand for our products.

Although a majority of our sales are within North America, a large part of our financial performance is dependent upon a healthy economy beyond North America because we have a significant amount of sales abroad and our customers sell their products abroad.

As a result, our business is and will continue to be affected by general economic conditions and other factors in Europe, Asia Pacific, particularly China, and Latin America, including fluctuations in interest rates, customer demand, labor and energy costs, currency changes and other factors beyond our control, such as public health epidemics.

Therefore, any significant downturn in our customers’ businesses, industry conditions, or in global economic conditions could result in reduced demand for our products or our customers’ products.

Although a majority of our sales are within North America, a large part of our financial performance is dependent upon a healthy global economy as we, along with our customers, participate in global markets and sell products abroad.

As a result, our business is and will continue to be affected by general economic and business conditions in Europe, Asia Pacific, particularly China, and Latin America, as well as within North America.

External factors include inflation and fluctuations in interest rates, customer demand, labor and energy costs, currency changes, new capacity additions, competitor actions, public health epidemics, and other factors beyond our control.

The demand for our products and our customers’ products is directly affected by such fluctuations.

In addition, our customers could decide to move some or all of their production to locations that are more remote from our facilities, and this could reduce demand for our products.

We cannot assure you that events having an adverse effect on the industries in which we operate will not occur or continue, such as a downturn in the European, Asian Pacific, particularly Chinese, Latin American, or other world economies, increases in interest rates, unfavorable currency fluctuations or prolonged effects of global public health crises, including pandemics.

We cannot assure you that events having an adverse effect on the industries in which we operate will not occur or continue, such as a downturn in the European, Asian Pacific, particularly Chinese, Latin American, or other world economies, increases in or persistently high interest rates, unfavorable currency fluctuations or prolonged effects of global public health crises, including pandemics.

Economic conditions in other regions of the world, predominantly Asia and Europe, can adversely affect the balance between global supply and demand for our chemical products and increase the amount of products produced and made available for export to North America and other jurisdictions in which we sell.

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Periods of high demand, tight supply and increasing operating margins tend to result in increases in capacity and production until supply exceeds demand, generally followed by periods of oversupply and declining prices.

We believe our strategic operating model can mitigate pricing pressure historically experienced during periods of supply exceeding demand.

We believe our operating model can mitigate pricing pressure historically experienced during periods of supply exceeding demand.

Nevertheless, we cannot assure you that increased pricing pressure will not affect our operating results in the future during these periods.

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Decreases in the average selling prices of our products could have a material adverse effect on our profitability.

While we strive to maintain or increase our profitability by executing our strategic operating model and by reducing costs through improving production efficiency, emphasizing higher margin products and by controlling transportation, selling and administrative expenses, we cannot assure you that these efforts will be sufficient to fully offset the effect of possible decreases in pricing on operating results.

While we strive to maintain or increase our profitability by executing our operating model and by reducing costs through improving production efficiency, emphasizing higher margin products and by controlling transportation, selling and administrative expenses, we cannot assure you that these efforts will be sufficient to fully offset the effect of possible decreases in pricing on operating results.

Chlorine and caustic soda are produced simultaneously and in a fixed ratio of 1.0 ton of chlorine to 1.1 tons of caustic soda.

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Our Epoxy segment is also subject to changes in operating results as a result of pricing pressures.

Selling prices of epoxy materials are affected by changes in raw material costs, including energy, propylene and benzene, customer demand, and global fluctuations in supply and demand.

Periods of supply/demand imbalances, particularly changes in trade flows within Asia Pacific markets, particularly China, can result in increased pricing pressure on our epoxy products.

Selling prices of epoxy materials are affected by changes in raw material costs, including energy, propylene and cumene, customer demand, and global fluctuations in supply and demand.

Periods of supply and demand imbalances, particularly changes in trade flows within Asia Pacific markets, particularly China, can result in increased pricing pressure on our epoxy products.

Declines in average selling prices of products of our Epoxy segment could have a material adverse effect on our business.

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We cannot assure you that the chemical industry or ammunition industry will not experience adverse trends in the future.

Strategic Operating Model—Our operating results could be negatively affected if we do not successfully execute our operating model in our chemicals businesses.

Our strategic operating model in our chemicals businesses prioritizes ECU margins over sales volume.

Adopted in late 2020, this model represents a change to how our Chlor Alkali Products and Vinyls and Epoxy businesses traditionally operated over the years.

To mitigate exposure and maximize value from the entire ECU, the model necessitates managing production rates to the weaker side of the ECU.

Operating Model—Our operating results could be negatively affected if we do not successfully execute our operating model in our chemicals businesses.

Our operating model in our chemicals businesses prioritizes ECU margins over sales volume.

To mitigate exposure and maximize value from the entire ECU, our operating model necessitates managing production rates to preserve value, which may impact the way we transact business with customers and other third parties.

The execution of the model may not be successful over time.

For example, we may not be able to consistently achieve higher margins, or the margin improvement achieved might be more than offset by the impact from lower sales volumes, either of which could have a material adverse effect on our business.

In addition, we take actions from time to time designed to complement our operating model, such as purchase for re-sale transactions (which we sometimes refer to as “parlaying activities”) that may not improve our operating results and could adversely affect our business if these activities are not successfully implemented.

For example, we may not be able to consistently achieve higher margins compared to previous industry or business cycles, customers may not be willing to transact with us on terms acceptable to us, or the margin improvement achieved might be more than offset by the impact from lower sales volumes, any of which could have a material adverse effect on our business.

In addition, we take actions from time to time designed to complement our operating model, such as purchase for re-sale transactions that may not improve our operating results and could adversely affect our business if these activities are not successfully implemented.

Some of our assets were designed to operate at consistently high operating rates.

If we operate at lower operating rates for extended periods or make frequent changes to operating rates, our assets may become less reliable or may require additional maintenance or capital investment, which could have a material adverse effect on our business.

Additionally, we may not be able to attract, develop, or retain the skills necessary to effectively execute the strategic operating model.

Our model is dependent on implementing changes to the way we transact business with customers and other third parties.

Customers or third parties may not be willing to transact with us on terms acceptable to us or at all.

If we fail to effectively execute our strategic operating model, our operating results may fail to achieve the level of profitability that we forecast, and our business could be adversely affected.

Ability to Manage Executive Officer Transition—We must attract, retain and motivate key executive officers and the failure to do so or to effectively manage the transition of executive officers could have a material adverse effect on our business.

On February 19, 2024, we announced that our Board of Directors appointed Kenneth Lane, as President and Chief Executive Officer of Olin, effective as of March 18, 2024.

Lane will succeed Scott Sutton, who will be stepping down as President and Chief Executive Officer and Director of Olin on March 18, 2024.

Our success depends in large part on our ability to recruit and retain a qualified successor to Mr.

Sutton and the continued availability and service of our other executive officers and senior management.

The market for executive officers and senior management in our industry is competitive and we may not be able to retain our executive officers and senior management.

We must continue to recruit, retain, and motivate management and other team members sufficiently, both to maintain our current business and to execute our long-term strategic initiatives.

The loss of any of our executive officers or other key senior management without sufficient advance notice could prevent or delay the implementation and completion of our strategic initiatives, divert management’s attention to seeking qualified replacements, be disruptive to our daily operations or impact public or market perception.

Any failure by us to manage a successful leadership transition of an executive officer and to timely identify a qualified permanent replacement could have a material adverse effect on our business.

If we fail to effectively execute our operating model, our operating results may fail to achieve the level of profitability that we forecast, and our business could be adversely affected.

Cost Control—Our profitability could be reduced if we experience increasing raw material, utility, transportation or logistics costs, or if we fail to achieve targeted cost reductions.

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If we experience significant increases in these costs and are unable to raise our prices to offset the higher costs, the profitability in our Winchester business would be negatively affected.

Our profitability and margin growth will depend in part on our ability to maintain an efficient operating model and drive sustainable improvements, through productivity, reliability and modernization actions and projects, such as rightsizing our global asset base, product line rationalizations, renegotiating supplier contracts and facility modernization projects.

A variety of factors may adversely affect the Company’s ability to realize targeted cost reductions, including failure to successfully optimize our facilities footprint, failure to take advantage of our vertically integrated product lines and global supply chains, or the failure to identify and eliminate duplicative programs.

There can be no assurance that we will be able to achieve or sustain any or all of the cost savings generated from our actions.

Suppliers—We rely on a limited number of third-party suppliers for specified feedstocks and services.

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If any of these suppliers fail to meet their obligations under present or any future supply agreements, we may be forced to pay higher prices or incur higher costs to obtain the necessary raw materials.

Any interruption of supply or any price increase of raw materials could have a material adverse

effect on our business.

Any interruption of supply or any price increase of raw materials could have a material adverse effect on our business.

Certain of our facilities are dependent on feedstocks, services, and related infrastructure provided by third parties, which are provided pursuant to long-term contracts.

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If we are required to obtain an alternate source for these feedstocks or services, we may not be able to obtain equally favorable pricing and terms.

Additionally, we may be forced to pay additional transportation costs or to invest in capital projects for pipelines or alternate facilities to accommodate railcar or other delivery methods or to replace other services.

Additionally, we may

be forced to pay additional transportation costs or to invest in capital projects for pipelines or alternate facilities to accommodate railcar or other delivery methods or to replace other services.

Subject to existing contracts, a vendor may choose to modify its relationship with us due to general economic concerns or concerns relating to the vendor or us, at any time.

Any significant change in the terms that we have with our key suppliers could have a material adverse effect on our business, as could significant additional requirements from suppliers that we provide them additional security in the form of prepayments or posting letters of credit.

Raw Materials—Availability of purchased feedstocks and energy, and the volatility of these costs, affect our operating costs and add variability to earnings.

Purchased feedstock, including propylene and cumene, and energy costs account for a substantial portion of our total production costs and operating expenses.

We purchase certain raw materials as feedstocks.

Feedstock and energy costs generally follow price trends in crude oil and natural gas, which are sometimes volatile.

Ultimately, the ability to pass on underlying cost increases in a timely manner or at all is partially dependent on market conditions.

Conversely, when feedstock and energy costs decline, selling prices generally decline as well.

As a result, volatility in these costs could have a material adverse effect on our business.

If the availability of any of our principal feedstocks is limited or we are unable to obtain natural gas or energy from any of our energy sources, we may be unable to produce some of our products in the quantities demanded by our customers, which could have a material adverse effect on plant utilization and our sales of products requiring such raw materials.

We have long-term supply contracts with various third parties for certain raw materials, including ethylene, electricity, propylene and cumene.

As these contracts expire, we may be unable to renew these contracts or obtain new long-term supply agreements on terms comparable or as favorable to us, depending on market conditions, which may have a material adverse effect on our business.

In addition, many of our long-term contracts contain provisions that allow our suppliers to limit the amount of raw materials shipped to us below the contracted amount in force majeure or similar circumstances.

If we are required to obtain alternate sources for raw materials because our suppliers are unwilling or unable to perform under raw material supply agreements or if a supplier terminates or is unwilling to renew its agreements with us, we may not be able to obtain these raw materials from alternative suppliers or obtain new long-term supply agreements on terms comparable or as favorable to us.

Production Hazards—Our facilities are subject to operating hazards, which may disrupt our business.

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Gulf Coast, logistics across the region and the supply of certain raw materials, which have had an adverse effect on volume and cost for some of our products.

Climate change could result in more frequent severe weather events, potential changes in precipitation patterns and extreme variability in weather patterns, which could disrupt our operations as well as those of our customers and suppliers.

Severe weather conditions or other natural phenomena in the future, including those resulting from climate change, could have a material adverse effect on our business.

Gulf Coast, or elsewhere, as well as those of our customers and suppliers.

weather conditions or other natural phenomena in the future, including those resulting from climate change, could have a material adverse effect on our business.

Third-Party Transportation—We rely heavily on third-party transportation, which subjects us to risks and costs that we cannot control.

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If we are delayed or unable to ship finished products or unable to obtain raw materials as a result of any such new or modified regulations or public policy changes related to transportation safety, or these transportation companies’ failure to operate properly, or if there are significant changes in the cost of these services due to new additional regulations, or otherwise, we may not be able to arrange efficient alternatives and timely means to obtain raw materials or ship goods, which could result in a material adverse effect on our business.

If any third-party railroad that we utilize to transport chlorine and other chemicals ceases to transport certain hazardous materials, or if there

are significant changes in the cost of shipping hazardous materials by rail or otherwise, we may not be able to arrange efficient alternatives and timely means to deliver our products or at all, which could result in a material adverse effect on our business.

Raw Materials—Availability of purchased feedstocks and energy, and the volatility of these costs, affect our operating costs and add variability to earnings.

Purchased feedstock, including propylene and benzene, and energy costs account for a substantial portion of our total production costs and operating expenses.

We purchase certain raw materials as feedstocks.

Feedstock and energy costs generally follow price trends in crude oil and natural gas, which are sometimes volatile.

Ultimately, the ability to pass on underlying cost increases in a timely manner or at all is partially dependent on market conditions.

Conversely, when feedstock and energy costs decline, selling prices generally decline as well.

As a result, volatility in these costs could have a material adverse effect on our business.

We have long-term supply contracts with various third parties for certain raw materials, including ethylene, electricity, propylene and benzene.

If any third-party railroad that we utilize to transport chlorine and other chemicals ceases to transport certain hazardous materials, or if there are significant changes in the cost of shipping hazardous materials by rail or otherwise, we may not be able to arrange efficient alternatives and timely means to deliver our products or at all, which could result in a material adverse effect on our business.

Information Security—A failure of our information technology systems, or an interruption in their operation due to internal or external factors, including cyber-attacks, could have a material adverse effect on our business.

Our operations depend on our ability to protect our information systems, computer equipment and information databases from systems failures.

Our operations depend on our ability to protect our information technology systems, computer equipment and information databases from systems failures or interruptions.

We rely on both internal information technology systems and certain external service providers to assist in the management of the day-to-day operation of our business, operate elements of our manufacturing facilities, manage relationships with our employees, customers and suppliers, fulfill customer orders and maintain our financial, accounting or other business records.

Failure of any one or more than one of our information technology systems could be caused by internal or external events or parties, such as incursions by intruders or hackers, computer viruses, cyber-attacks, failures in hardware or software, or power or telecommunication fluctuations or failures.

The failure of our information technology systems to perform as anticipated for any reason or any significant breach of security could disrupt our business and result in numerous adverse consequences, including reduced effectiveness and efficiency of operations, increased costs or loss of important information, or loss of sales, any of which could have a material adverse effect on our business.

Failure or interruption of one, or more than one, of our information technology systems to perform as anticipated could be caused by internal or external events or parties, such as incursions by intruders or hackers, computer viruses, cyber-attacks, failures in hardware or software, or power or telecommunication fluctuations or failures.

The failure of our information technology systems to perform as anticipated for any reason, or any significant breach of our systems’ security, could disrupt our business and result in numerous adverse consequences, including reduced effectiveness and efficiency of operations, increased costs or loss of important information, or loss of sales, any of which could have a material adverse effect on our business.

We have technology and information security processes, periodic external service and service provider reviews, insurance policies and disaster recovery plans in place to mitigate our risk to these vulnerabilities.

However, these measures may not be adequate to ensure that our operations will not be disrupted or our financial impact minimized, should such an event occur.

Ability to Attract and Retain Qualified Employees—We must attract, retain and motivate key employees, and the failure to do so may materially adversely affect our business.

We believe our success depends on hiring, retaining and motivating key employees, including executive officers.

Our future success depends in part on our ability to identify and develop talent throughout the organization who adopt and successfully execute our strategic operating model.

The development and retention of key personnel and appropriate senior management succession planning will continue to be important to the successful execution of our strategies.

We may have difficulty locating and hiring qualified personnel.

In addition, we may have difficulty retaining such personnel once hired, and key people may leave and compete against us.

The loss of key personnel or our failure to attract and retain other qualified and experienced personnel could disrupt or materially adversely affect our business.

In addition, our operating results could be adversely affected by increased costs due to increased competition for employees or higher employee turnover, which may result in the loss of significant customer business or increased costs.

Acquisitions and Joint Ventures—We may not be able to complete future acquisitions or joint venture transactions or successfully integrate them into our business, which could materially adversely affect our business.

As part of our growth strategy, we intend to pursue acquisitions and joint venture opportunities consistent with or complementary to our existing business strategies.

Successful accomplishment of this objective may be limited by the availability and suitability of acquisition candidates, the ability to obtain regulatory approvals necessary to complete a planned transaction, and by our financial resources.

Acquisitions and joint venture transactions involve numerous risks, including

difficulty determining appropriate valuation, integrating operations, technologies, services and products of the acquired businesses, personnel turnover and the diversion of management’s attention from other business matters.

The nature of a joint venture requires us to work cooperatively with unaffiliated third parties.

Differences in views among joint venture participants may result in delayed decisions or failure to agree on major decisions.

If these differences cause the joint ventures to deviate from their business plans or fail to achieve their desired operating performance, our results of operations could be adversely affected.

In addition, we may be unable to achieve anticipated benefits from these transactions in the time frame that we anticipate, or at all, which could have a materially adverse effect on our business.

Our cybersecurity risk management strategy is detailed within Item 1C.

- Cybersecurity.

International Sales and Operations—We are subject to risks associated with our international sales and operations that could have a material adverse effect on our business.

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Any one or more of the above factors could have a material adverse effect on our business.

Our success depends in large part on our ability to recruit and retain our executive officers and senior management.

The market for executive officers and senior management in our industry is competitive.

We must continue to recruit, retain, and motivate management and other team members sufficiently, both to maintain our current business and to execute our long-term strategic initiatives.

Any failure by us to manage a successful leadership transition of an executive officer and to timely identify a qualified permanent replacement could have a material adverse effect on our business.

Ability to Attract and Retain Qualified Employees—We must attract, retain and motivate key employees, and the failure to do so may materially adversely affect our business.

We believe our success depends on hiring, retaining and motivating key employees, including executive officers.

Our future success depends in part on our ability to identify and develop talent throughout the organization who adopt and successfully execute our strategies and operating model.

The development and retention of key personnel and appropriate senior management succession planning will continue to be important to the successful execution of our strategies.

We may have difficulty locating and hiring qualified personnel.

In addition, we may have difficulty retaining such personnel once hired, and key people may leave and compete against us.

The loss of key personnel or our failure to attract and retain other qualified and experienced personnel could disrupt or materially adversely affect our business.

As part of our growth strategy, we intend to pursue acquisitions and joint venture opportunities consistent with or complementary to our existing business strategies.

Acquisitions and joint venture transactions involve numerous risks, including difficulty determining appropriate valuation, integrating operations, technologies, services and products of the acquired businesses, personnel turnover and the diversion of management’s attention from other business matters.

The nature of a joint venture requires us to work cooperatively with unaffiliated third parties.

Differences in views among joint venture participants may result in delayed decisions or failure to agree on major decisions.

If these differences cause the joint ventures to deviate from their business plans or fail to achieve their desired operating performance, our results of operations could be adversely affected.

In addition, we may be unable to achieve anticipated benefits from these transactions in the time frame that we anticipate, or at all, which could have a materially adverse effect on our business.

Credit and Capital Market Conditions—Adverse conditions in the credit and capital markets may limit or prevent our ability to borrow or raise capital.

While we believe we have facilities in place that should allow us to borrow funds as needed to meet our ordinary course business activities, adverse conditions in the credit and financial markets could prevent us from obtaining financing, if the need arises, or result in our creditors terminating their funding commitments.

Our ability to invest in our businesses and refinance or repay maturing debt obligations could require access to the credit and capital markets and sufficient bank credit lines to support cash requirements.

Our ability to access credit and capital markets can also depend on our credit rating as determined by reputable credit rating agencies.

A significant downgrade in our credit rating could affect our ability to refinance or repay maturing debt obligations, result in increased borrowing costs, decrease the availability of capital from financial institutions or require our subsidiaries to post letters of credit, cash or other assets as collateral with certain counterparties.

If we are unable to access the credit and capital markets on commercially reasonable terms, we could experience a material adverse effect on our business.

Credit Facility—Weak industry conditions could affect our ability to comply with the financial maintenance covenants in our senior credit facility.

Our Senior Revolving Credit Facility, and other debt instruments, include certain financial maintenance covenants requiring us to not exceed a maximum leverage ratio and to maintain a minimum coverage ratio.

Depending on the magnitude and duration of economic or industry downturns affecting our businesses, including deterioration in prices and volumes, there can be no assurance that we will continue to be in compliance with these ratios.

If we fail to comply with either of these covenants in a future period and are not able to obtain waivers from the lenders, we would need to refinance our current senior credit facility or our ability to borrow under this facility may be limited.

However, there can be no assurance that such refinancing would be available to us on terms that would be acceptable to us or at all.

Indebtedness—Our indebtedness could materially adversely affect our business.

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Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our debt obligations on commercially reasonable terms, would have a material adverse effect on our business, as well as on our ability to satisfy our debt obligations.

Credit Facility—Weak industry conditions could affect our ability to comply with the financial maintenance covenants in our senior credit facility.

Our senior credit facility includes certain financial maintenance covenants requiring us to not exceed a maximum leverage ratio and to maintain a minimum coverage ratio.

However, there can be no assurance that such refinancing would be available to us on terms that would be acceptable to us or at all.

Credit and Capital Market Conditions—Adverse conditions in the credit and capital markets may limit or prevent our ability to borrow or raise capital.

Our ability to access credit and capital markets can also depend on our credit rating as determined by reputable credit rating agencies.

If we are unable to access the credit and capital markets on commercially reasonable terms, we could experience a material adverse effect on our business.

Labor Matters—We cannot assure that we can conclude future labor contracts or any other labor agreements without work stoppages.

Various labor unions represent a significant number of our hourly paid employees for collective bargaining purposes.

In 2025, we have no labor agreements that are due to expire in Canada, and two labor agreement expiring in the U.S., representing approximately 2% of our global workforce.

In addition, a large number of our employees are located in countries in which employment laws provide greater bargaining or other rights to employees than the laws of the U.S.

Such employment rights require us to work collaboratively with the legal representatives of those employees to effect any changes to labor arrangements.

For example, most of our employees in Europe are represented by works councils that must approve any changes in conditions of employment, including salaries and benefits and staff changes, and may impede efforts to restructure our workforce.

While we believe our relations with our employees and their various representatives are generally satisfactory, we cannot assure that we can conclude any labor agreements without work stoppages and cannot assure that any work stoppages will not have a material adverse effect on our business.

Pension Plans—The impact of declines in global equity and fixed income markets on asset values and any declines in interest rates and/or improvements in mortality assumptions used to value the liabilities in our pension plans may result in higher pension costs and the need to fund the pension plans in future years in material amounts.

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Certain of our products, or inputs into our manufacturing process, are subject to regulation under current TSCA regulations, and other chemicals or ingredients may be regulated under the law in the future.

In 2022, the EPA proposed a regulation that would ban the use of asbestos, a principal material used in diaphragm-based chlorine manufacturing in as soon as two years following publication of a final rule.

Diaphragm technology-based chlorine production makes up a significant part of Olin’s capacity and this proposed government regulation could significantly increase the cost of production or cause us to close production capacity that would have negative consequences on our business.

The EPA has found “unreasonable risk” associated with several of Olin’s chlorinated organic products under the new TSCA law and we anticipate proposed rules from the EPA on these products also present risk to these businesses.

Olin also anticipates future regulatory action related to EDC under the amended TSCA law that could significantly affect the sales, costs and profitability of that product line.

In 2024, the EPA finalized regulation that bans the use of asbestos, a principal material used in diaphragm-based chlorine manufacturing, in five years.

Diaphragm technology-based chlorine production makes up a significant part of Olin’s capacity and this government regulation could significantly increase the cost of production or cause us to close production capacity that would have negative consequences on our business.

The EPA has also finalized regulation associated with several of Olin’s chlorinated organic products under the new TSCA law and these rules also present risk to these businesses.

Olin is challenging many of these new regulations in an array of court proceedings, but the outcome of these litigation matters is uncertain.

We also anticipate future regulatory action related to EDC and VCM under the amended TSCA law that could significantly affect the sales, costs and profitability of those product lines.

Under REACH, additional testing requirements, documentation, risk assessments and registrations are occurring and will continue to occur and may adversely affect our costs of products produced in or imported into the European Union.

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Our Chlor Alkali Products and Vinyls and Epoxy segments could be adversely affected by the cost of complying with any new regulations.

Our business also could be adversely

affected if an incident were to occur at one of our facilities or while transporting products.

Our business also could be adversely affected if an incident were to occur at one of our facilities or while transporting products.

The extent of the impact would depend on the requirements of future regulations and the nature of an incident, which are unknown at this time.

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While certain of these contracts contain price escalation and other price adjustment provisions, if we are unable to control costs related to these contracts or if our assumptions regarding the fixed pricing on one or multiple of these contracts is incorrect, we may experience lower profitability, materially adversely affecting our business.

Labor Matters—We cannot assure that we can conclude future labor contracts or any other labor agreements without work stoppages.

Various labor unions represent a significant number of our hourly paid employees for collective bargaining purposes.

In 2024, we have no labor agreements that are due to expire in the U.S., and one labor agreement expiring in Canada, representing approximately 1% of our global workforce.

In addition, a large number of our employees are located in countries in which employment laws provide greater bargaining or other rights to employees than the laws of the U.S.

Such employment rights require us to work collaboratively with the legal representatives of those employees to effect any changes to labor arrangements.

Environmental, Social and Governance (ESG)—ESG issues and related regulations, including those related to climate change and sustainability, may have a materially adverse effect on our business.

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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-K

Item 1A. Risk Factors