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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2024
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-1070
OLIN CORPORATION
(Exact name of registrant as specified in its charter)
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| Virginia |
13-1872319 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 190 Carondelet Plaza, |
Suite 1530, |
Clayton, |
MO |
63105 |
| (Address of principal executive offices) |
(Zip code) |
Registrant’s telephone number, including area code: (314) 480-1400
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered: |
| Common Stock, $1.00 par value per share |
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OLN |
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New York Stock Exchange |
Securities registered pursuant to section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of June 30, 2024, the aggregate market value of registrant’s common stock, $1.00 par value per share, held by non-affiliates of registrant was approximately $5,520,518,211 based on the closing sale price as reported on the New York Stock Exchange as of the last business day of the registrant’s most recently completed second fiscal quarter.
As of January 31, 2025, 115,423,860 shares of the registrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following document are incorporated by reference in this Form 10-K as indicated herein:
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Part of 10-K into which incorporated |
Proxy Statement relating to Olin’s Annual Meeting of Shareholders to be held in 2025 |
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Part III |
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| TABLE OF CONTENTS FOR FORM 10-K |
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PART I
Item 1. BUSINESS
GENERAL
Olin Corporation (Olin) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO. We are a leading vertically integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. Our operations are concentrated in three business segments: 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, which represented 55% of 2024 sales. 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 formulated solutions products such as converted epoxy resins and additives, which represented 20% of 2024 sales. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, industrial cartridges and clay targets, which represented 25% of 2024 sales. See our discussion of our segment disclosures contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
GOVERNANCE
We maintain a website at www.olin.com. Our reports on Form 10-K, Form 10-Q and Form 8-K, as well as amendments to those reports, are available free of charge on our website, as soon as reasonably practicable after we file the reports with the Securities and Exchange Commission (SEC). Also, a copy of our electronically filed materials can be obtained at www.sec.gov. Our Principles of Corporate Governance, Committee Charters and Code of Conduct are available on our website at www.olin.com in the Leadership & Governance Section under Governance Documents and Committees.
PRODUCTS, SERVICES AND STRATEGIES
Chlor Alkali Products and Vinyls
Products and Services
We have been involved in the chlor alkali industry for approximately 135 years and consider ourselves the leading global chlor alkali and derivatives producer. Chlorine, caustic soda and hydrogen are co-produced commercially by the electrolysis of salt at a fixed ratio of 1.0 ton of chlorine to 1.1 tons of caustic soda and 0.03 tons of hydrogen. The industry refers to this as an Electrochemical Unit or ECU.
Chlorine is used as a raw material in the production of thousands of products, including vinyls, urethanes, epoxy, water treatment chemicals and a variety of other organic and inorganic chemicals. A significant portion of chlorine production is consumed in the manufacturing of vinyls intermediates, ethylene dichloride (EDC) and vinyl chloride monomer (VCM), both of which our Chlor Alkali Products and Vinyls segment produces. A large portion of our EDC production is utilized in the production of VCM, but we are also one of the largest global participants in merchant EDC sales. In addition to marketing Olin produced EDC, we also purchase EDC for re-sale on a global basis. EDC and VCM are precursors for polyvinyl chloride (PVC), a material used in applications such as vinyl siding, pipe, pipe fittings and automotive parts.
Our Chlor Alkali Products and Vinyls segment is one of the largest global marketers of caustic soda, including caustic soda produced by Olin, and globally produced material purchased by Olin for re-sale. The diversity of caustic soda sourcing allows us to cost effectively supply customers worldwide. Caustic soda has a wide variety of end-use applications, the largest of which includes water treatment, alumina, pulp and paper, urethanes, detergents and soaps and a variety of other organic and inorganic chemicals.
Our Chlor Alkali Products and Vinyls segment also includes our chlorinated organics business, which is a significant global producer of chlorinated organic products that include chloromethanes (methyl chloride, methylene chloride, chloroform and carbon tetrachloride) and chloroethanes (perchloroethylene). Our chlorinated organics business participates in both the solvent segment and the intermediate segment where Olin’s products are used as feedstocks for fluorocarbons, silicones and cellulosics.
We also manufacture and sell other chlor alkali-related products, including hydrochloric acid, sodium hypochlorite (bleach) and potassium hydroxide. These products, along with chlorinated organics products and epoxy resins, generally consume chlorine as a raw material creating downstream applications that upgrade the value of the ECU. Our industry leadership in the production of chlorinated organics and epoxy resins, as well as other products, offers us multiple outlets for our captive chlorine.
Our products are delivered by pipeline, marine vessel, deep-water and coastal barge, railcar and truck. We own, operate, and lease a geographically dispersed terminal infrastructure at our production sites and other locations that expand our geographic coverage and enhance our service capabilities. At our largest integrated product sites, our deep-water access allows us to reach global markets.
Blue Water Alliance (BWA), our joint venture with Mitsui & Co., Ltd. (Mitsui), began operations during 2023. BWA is an independent global trader of ECU-based derivatives, focused on globally traded caustic soda and EDC. Olin holds 51% interest and exercises control in BWA, and the joint venture is consolidated in our financial statements with Mitsui’s 49% interest in BWA classified as noncontrolling interest. All intercompany accounts and transactions are eliminated in consolidation. BWA brings together Mitsui's industry-leading global logistics, long-established supplier and customer relationships, and breadth of product portfolio with Olin's scale, North American export capability, extensive global terminal network, and production flexibility across the ECU portfolio.
Olin Corporation and Plug Power, Inc. have launched a joint venture named Hidrogenii, LLC. This strategic partnership aims to leverage the strengths of both companies to advance hydrogen production and utilization. The joint venture began with the construction of a 15-ton-per-day hydrogen liquefaction plant in St. Gabriel, LA with expected start of operation in early 2025. Hidrogenii is owned 50% by Plug Power LA JV, LLC, a wholly owned subsidiary of Plug Power, Inc. and 50% by Niloco Hydrogen Holdings LLC, a wholly owned subsidiary of Olin Corporation, which is accounted for using the equity method.
Our Chlor Alkali Products and Vinyls segment currently maintains a reliable supply of key raw materials. Electricity, salt, ethylene and methanol are the primary raw materials for our products. Electricity is the single largest raw material component in the production of Chlor Alkali Products and Vinyls products. Approximately 74% of our electricity is generated from natural gas or hydroelectric sources. We satisfy our electricity needs through a combination of market power, long-term contracts and the operation of our own power assets, which allow for cost differentiation at specific U.S. manufacturing sites. Approximately 73% of our salt requirements are met by internal supply. Ethylene is primarily supplied for the vinyls business under a long-term supply arrangement whereby we receive ethylene at integrated producer economics. Methanol is primarily sourced from large domestic and international producers. The high-volume nature of the chlor alkali industry places emphasis on cost management, and we believe that our scale, integration and raw material positions make us one of the low-cost producers in the industry.
The following table lists the principal products and services of our Chlor Alkali Products and Vinyls segment.
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Major End Uses |
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Plants & Facilities |
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Major Raw Materials & Components for Products/Services |
| Chlorine/caustic soda |
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Pulp & paper processing, chemical manufacturing, water purification, vinyl chloride manufacturing, bleach, swimming pool chemicals and urethane chemicals |
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Becancour, Canada Charleston, TN Freeport, TX McIntosh, AL Niagara Falls, NY Plaquemine, LA St. Gabriel, LA |
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Salt, electricity |
| Ethylene dichloride/vinyl chloride monomer |
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Precursor to polyvinyl chloride used in vinyl siding, plumbing and automotive parts
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Freeport, TX Plaquemine, LA |
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Chlorine, ethylene, ethylene dichloride
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Chlorinated organics
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Used as solvents and feedstocks in the production of fluoropolymers, fluorocarbon refrigerants and blowing agents, silicones, cellulosics and agricultural chemicals |
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Freeport, TX Plaquemine, LA Stade, Germany |
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Chlorine, ethylene dichloride, hydrogen chloride, methanol |
Sodium hypochlorite (bleach) |
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Household cleaners, laundry bleaching, swimming pool sanitizers, semiconductors, water treatment, textiles, pulp & paper and food processing |
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Augusta, GA Becancour, Canada Charleston, TN Freeport, TX Henderson, NV Lemont, IL McIntosh, AL* Niagara Falls, NY* Santa Fe Springs, CA |
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Caustic soda, chlorine |
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Major End Uses |
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Plants & Facilities |
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Major Raw Materials & Components for Products/Services |
| Hydrochloric acid |
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Steel, oil & gas, plastics, organic chemical synthesis, water & wastewater treatment, brine treatment, artificial sweeteners, pharmaceuticals, food processing and ore & mineral processing |
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Becancour, Canada Charleston, TN Freeport, TX McIntosh, AL Niagara Falls, NY |
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Chlorine, hydrogen |
| Potassium hydroxide |
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Fertilizer manufacturing, soaps, detergents & cleaners, battery manufacturing, food processing chemicals and deicers |
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Charleston, TN |
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Electricity, potassium chloride |
| Hydrogen |
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Fuel source, hydrogen fuel cells, specialty amines and hydrochloric acid |
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Becancour, Canada Charleston, TN Freeport, TX McIntosh, AL Niagara Falls, NY Plaquemine, LA St. Gabriel, LA |
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Electricity, salt |
* Includes low salt, high strength bleach manufacturing.
Strategies
Maximize Returns to the ECU. Leverage our diverse and flexible chlor alkali derivatives portfolio via our value first operating model to continually preserve and enhance value from the entire ECU.
Continually Drive Down Costs. Our advantaged cost position is derived from low-cost energy, scale, integration, global distribution networks and a culture of continuous improvement. Maintaining a strong discipline in areas such as cost management, capital outlays, and asset maintenance is key to creating greater operating flexibility to maximize returns to the ECU. We continually execute on cost reduction initiatives through the optimization of our asset strategy, productivity, and deploying a performance-driven culture.
Optimize Our U.S. Leadership Position to Pursue Growth Opportunities. Fully utilize the portfolio of integrated derivatives to continually optimize value from the entire ECU to the highest value applications and provide organic expansion opportunities throughout the value chain.
Epoxy
Products and Services
The Epoxy business was one of the first major manufacturers of epoxy products and has continued to build on more than half a century of history through product innovation and technical excellence. We believe the Epoxy segment is one of the largest fully integrated global producers of epoxy resins, curing agents and intermediates. The Epoxy segment’s cost position benefits from integration into low-cost feedstocks (including chlorine, caustic soda, allylics and aromatics). The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone and phenol), allylics, such as allyl chloride (Allyl) and epichlorohydrin (EPI), resins such as liquid epoxy resins (LER) and solid epoxy resins (SER) and formulated solutions platform products such as converted epoxy resins (CER) and additives.
The Epoxy segment serves a diverse array of applications, many of which are focused on improving sustainability and lowering greenhouse emissions, including wind energy, electrical laminates, consumer goods and composites, as well as numerous applications in civil engineering and protective coatings. The Epoxy segment has important relationships with established customers, some of which span decades. The segment sells primarily in North America and Western Europe. The segment products are delivered primarily by marine vessel, deep-water and coastal barge, railcar and truck.
Allyl is used not only as a feedstock in the production of EPI, but also as a chemical intermediate in multiple industries and applications, including water purification chemicals. EPI is primarily produced as a feedstock for use in the business’s epoxy resins and is also sold in the merchant market. LER is manufactured in liquid form and cures with the addition of a hardener into a three-dimensional thermoset solid material, offering a distinct combination of structural strength, adhesion, electrical insulation, thermal or chemical resistance and corrosion protection that is well-suited to coatings and composites applications. SER is processed further with bisphenol, which is produced internally to meet specific end-market applications. While LER and SER are sold externally, a significant portion of LER production is further converted through our formulated solutions platform into CER and other additive products where value-added modifications produce higher margin resins for specific customer applications.
The Epoxy segment’s principal raw materials are chlorine, caustic soda, cumene, propylene and aromatics, which consist of phenol and acetone. Our Epoxy segment maintains a reliable supply of certain key raw materials, such as cumene and propylene. The Epoxy segment’s production economics benefit from its integration into chlor alkali and aromatics which are key inputs in epoxy production. This fully integrated structure provides both access to low-cost materials and significant operational flexibility. The Epoxy segment operates an integrated aromatics production chain producing phenol and acetone for internal consumption and external sale. The Epoxy segment’s consumption of chlorine enables the Chlor Alkali Products and Vinyls segment to generate caustic soda production and sales. Chlorine and caustic soda used in our Epoxy segment are transferred at cost from the Chlor Alkali Products and Vinyls segment.
The following table lists the principal products and services of our Epoxy segment.
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Major Raw Materials & Components for Products/Services |
| Allylics (allyl chloride, epichlorohydrin and glycerin) & aromatics (acetone and phenol) |
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Manufacturers of polymers, resins and other plastic materials and water purification |
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Freeport, TX Stade, Germany
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Cumene, caustic soda, chlorine, propylene |
| Resins: liquid epoxy resin/solid epoxy resin |
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Adhesives, marine and protective coatings, composites and flooring |
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Freeport, TX Guaruja, Brazil Stade, Germany |
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Bisphenol, caustic soda, epichlorohydrin |
| Formulated solutions platforms: converted epoxy resins and additives |
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Electrical laminates, paint and coatings, wind blades, electronics and construction |
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Baltringen, Germany Freeport, TX Guaruja, Brazil Pisticci, Italy Rheinmunster, Germany Roberta, GA Stade, Germany Zhangjiagang, China |
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Liquid epoxy resins, solid epoxy resins |
Strategies
Capitalize on Integrated Assets through Flexible Market Entry Points. The Epoxy segment is focused on maximizing value by capitalizing on our flexible market entry points across the value chain which extends our reach into a broad array of end markets.
Continually Drive Down Costs. The Epoxy segment continues to drive cost improvements through the entire supply chain to optimize our EPI and LER cost position in the Americas and Europe. We continually execute on cost reduction initiatives through the optimization of our asset strategy, productivity, and deploying a performance-driven culture.
Focus on Formulated Solutions Platforms. The Epoxy segment is focused on expanding our market participation in higher value add platform products to align with growing end-use markets.
Winchester
Products and Services
In 2025, Winchester is in its 159th year of operation and its 95th year as part of Olin. Winchester is a premier developer and manufacturer of small caliber ammunition for sale to domestic and international retailers (commercial customers), law enforcement agencies and domestic and international militaries. We believe we are a leading U.S. producer of ammunition for recreational shooters, hunters, law enforcement agencies and the U.S. Armed Forces. Winchester also manufactures industrial products that have various applications in the construction industry and clay targets for recreational and competitive shooters.
On October 1, 2023, Olin acquired the assets of White Flyer Targets, LLC (White Flyer) from Reagent Diversified Holdings, Inc. (Reagent) for $63.9 million. White Flyer is North America’s preeminent leader in recreational trap, skeet, and sporting clay targets. White Flyer was combined with the Winchester Ammunition business.
On October 1, 2020, Winchester assumed full management and operational control of the Lake City Army Ammunition Plant (Lake City) in Independence, MO. The contract is for the production of small caliber military ammunition, including 5.56mm, 7.62mm, and .50 caliber rounds, as well as certain cartridges and casings. The contract also allows for the production of certain ammunition for commercial customers. The contract has an initial term of seven years and may be extended by the U.S. Army for up to three additional years.
Our legendary Winchester® product line includes all major gauges and calibers of shotgun shells, rimfire and centerfire ammunition for pistols and rifles, reloading components and industrial cartridges. We believe we are a leading U.S. supplier of small caliber commercial ammunition.
Winchester has strong relationships throughout the sales and distribution chain and strong ties to traditional dealers, distributors, and gun clubs. Winchester has also built its business with key high-volume mass merchants and specialty sporting goods and outdoor merchandise retailers. Winchester has consistently developed industry-leading ammunition, which is recognized in the industry for manufacturing excellence, design innovation and consumer value.
Winchester was awarded the following long-term contracts to support the U.S. military, and law enforcement:
•In 2021, the U.S. Army awarded Winchester a five-year contract to manufacture 5.56 mm, 7.62 mm and .50 caliber rifle ammunition under the third consecutive “Second Source” ammunition contract.
•In 2022, the U.S. Army awarded Winchester a five-year contract to manufacture .38 caliber, .45 caliber and 9mm handgun ammunition, maintaining Winchester’s longstanding position as the leading supplier of pistol ammunition to the U.S. military.
•In 2023, the U.S. Army awarded Winchester contracts to manufacture, test and deliver five million rounds of 6.8mm ammunition and develop, and manufacture multiple high-performance cartridges at Lake City, including nearly two million rounds of .50 Caliber Saboted Light Armor Penetrator ammunition.
•In 2024, after completing a contract to design a 6.8mm Next Generation Squad Weapon (NGSW) ammunition manufacturing facility, the U.S. Army awarded Winchester the contract to construct the facility at Lake City. Also in 2024, U.S. Special Operations Command awarded Winchester and three other awardees contracts for numerous types of ammunition, and Canada’s Royal Canadian Mounted Police awarded Winchester a three-year contract for 9mm duty ammunition.
Winchester’s new ammunition products continue to receive awards from major industry publications and organizations, with recent awards including American Rifleman magazine’s Golden Bullseye Award as “Ammunition Product of the Year” in 2025 and 2022 and American Hunter magazine’s Golden Bullseye award as “Ammunition Product of the Year” in 2025. The National Wild Turkey Federation chose Winchester to receive its 2024 Corporate Achievement Award in recognition of Winchester’s support of wild turkey conservation and the preservation of hunting heritage.
Winchester purchases raw materials such as copper-based strip and ammunition cartridge case cups and lead from vendors, pursuant to multi-year contracts, based on a conversion charge or premium. These conversion charges or premiums are in addition to the market prices for metal as posted on exchanges such as the Commodity Exchange, or COMEX, and London Metals Exchange, or LME. Winchester’s other main raw material is propellant, which is purchased predominantly from one of the U.S.’s largest propellant suppliers.
The following table lists the principal products and services of our Winchester segment.
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Winchester® sporting ammunition (shotshells, small caliber centerfire & rimfire ammunition) |
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Hunters, competitive and recreational shooters, law enforcement agencies |
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East Alton, IL Independence, MO* Oxford, MS
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Brass, lead, steel, plastic, propellant and explosives |
| Small caliber military ammunition |
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Infantry and mounted weapons |
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East Alton, IL Independence, MO* Oxford, MS |
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Brass, lead, propellant, explosives |
| Industrial products (8-gauge loads & powder-actuated tool loads) |
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Maintenance applications in power & concrete industries, powder-actuated tools in construction industry |
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East Alton, IL Oxford, MS |
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Brass, lead, plastic, propellant, explosives |
| White Flyer clay targets |
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Competitive and recreational shooters |
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Webb City, MO Dalton, GA Knox, IN San Bernardino, CA Coal Township, PA |
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Limestone, pitch, sulfur, calcium stearate |
* Government-owned, contractor-operated (GOCO) facility
Strategies
Maximize Existing Strengths. Winchester will increase our value by strengthening our leadership position in small caliber ammunition through all of the customer segments that we serve.
With one of the world’s largest small caliber ammunition manufacturing footprints, we will leverage employee engagement, engineering, and process excellence across our three production sites while capitalizing on Olin’s deep chemical expertise to expand our defense participation through synergies between ammunition and chemicals. We will drive further global brand awareness as ‘The American Legend’ — a longstanding highly-valued brand built on integrity, hard work, and customer loyalty.
Innovative Solutions. Winchester will continue building on our strong reputation as an industry innovator with a long record of meeting the needs of recreational shooters, first responders, and the modern warfighter. We will build value by developing market driven products, delivering engineered solutions for our customers and increasing our integration across the ammunition value chain.
Continually Drive Down Costs. Winchester promotes a culture of continuous improvement with a “Be Better Today” mindset. We deploy our world-class assets with disciplined approaches to productivity, reliability and modernization.
INTERNATIONAL OPERATIONS
Olin has an international presence, including the geographic regions of Europe, Asia Pacific and Latin America. Approximately 29% of Olin’s 2024 sales were generated outside of the U.S., including 29% of our Chlor Alkali Products and Vinyls 2024 segment sales, 51% of our Epoxy 2024 segment sales and 12% of our Winchester 2024 segment sales. See Note 19, “Segment Information,” of the notes to consolidated financial statements contained in Item 8, for geographic segment data. We are incorporating our segment information from that Note into this section of our Form 10-K.
CUSTOMERS AND DISTRIBUTION
Products we sell to industrial or commercial users or distributors for use in the production of other products constitute a major part of our total sales. We sell some of our products, such as epoxy resins, caustic soda and sporting ammunition, to a large number of users or distributors, while we sell other products, such as chlorine and chlorinated organics, in substantial quantities to a relatively small number of industrial users. During 2024, no single customer accounted for more than 10% of sales.
We market most of our products and services primarily through our sales force and sell directly to various industrial customers, mass merchants, retailers, wholesalers, gun clubs, other distributors and the U.S. Government and its prime contractors.
Sales to all U.S. government agencies and sales under U.S. government contracting activities in total accounted for approximately 11% of sales in 2024. Because we engage in some government contracting activities and make sales to the U.S. government, we are subject to extensive and complex U.S. government procurement laws and regulations. These laws and regulations provide for ongoing government audits and reviews of contract procurement, performance and administration. Failure to comply, even inadvertently, with these laws and regulations and with laws governing the export of munitions and other controlled products and commodities could subject us or one or more of our businesses to civil and criminal penalties, and under certain circumstances, suspension and debarment from future government contracts and the exporting of products for a specified period of time.
BACKLOG
The total amount of estimated backlog was approximately $1,426 million and $914 million as of January 31, 2025 and 2024, respectively. The backlog orders are associated with contractual orders in our Winchester business. Backlogs in our other businesses are not significant. Backlog is comprised of all open customer orders which have been received, but not yet shipped. The backlog was estimated based on expected volume to be shipped from firm contractual orders, which are subject to customary terms and conditions, including cancellation and modification provisions. Approximately 70% of the contracted backlog as of January 31, 2025, is expected to be fulfilled during 2025, with the remainder expected to be fulfilled during 2026.
COMPETITION
We are in active competition with businesses producing or distributing the same or similar products, as well as, in some instances, with businesses producing or distributing different products designed for the same uses.
Chlor alkali manufacturers in North America, with approximately 16 million tons of chlorine and 17 million tons of caustic soda capacity, account for approximately 15% of worldwide chlor alkali production capacity. In 2024, we have the largest chlor alkali capacity in North America and globally. While the technologies to manufacture and transport chlorine and caustic soda are widely available, the production facilities require large capital investments and are subject to significant regulatory and permitting requirements. There is a global market for caustic soda, which attracts imports and allows exports depending on market conditions. This industry includes large, diversified producers in North America and abroad, including multiple producers located in Europe, China and India. Other large chlor alkali producers in North America include The Occidental Petroleum Corporation, Westlake Chemical Corporation (Westlake), Formosa USA, and Shintech Inc., a subsidiary of Shin-Etsu Chemical Co., Ltd.
We are a major global fully integrated epoxy producer, with access to key low-cost feedstocks and a cost advantaged infrastructure. The markets in which our Epoxy segment operates are highly competitive and are dependent on significant capital investment, the development of proprietary technology and the maintenance of product research and development. Among our competitors are Huntsman Corporation, Westlake, Kukdo Chemical Co. Ltd. and Kumho P&B Chemicals, as well as multiple other producers located in Asia. We remain exposed to competition from low-priced imports across our full range of epoxy materials and precursors.
We believe our Winchester business is one of the largest global manufacturers of commercial small caliber ammunition. Our Winchester business and The Kinetic Group (purchased from Vista Outdoor Inc. in November 2024 by Czechoslovak Group) are among the largest commercial ammunition manufacturers in the U.S. The ammunition industry is highly competitive with Olin, The Kinetic Group and numerous smaller domestic manufacturers and foreign producers competing for sales to the commercial ammunition customers. Many factors influence our ability to compete successfully, including price, delivery, service, performance, product innovation and product recognition and quality, depending on the product involved.
HUMAN CAPITAL
Overview
Olin employees are key to the successful implementation and execution of our operating model and related strategies. Annually, employees set goals that align with the Company’s strategic priorities and are “all-in” on demonstrating their achievement of those goals. Our Olin values, programs and processes support a culture of inclusivity, engagement and elevated performance, reflecting our “all-in” culture. Our established Lifting People core principles of creating meaningful opportunity and fulfillment for employees, providing robust communication and varied opportunities for connection, and fostering an environment of trust have enhanced the level of purposeful engagement at Olin. In the marketplace for talent, our Lifting People focus is unique and differentiates us from our competitors.
Lifting People is about creating work environments for our global workforce that are inclusive, supportive, and empowering while encouraging and incentivizing the highest level of performance and accountability to deliver the results necessary to achieve our strategic goals. We support our global workforce by providing competitive benefits and compensation, robust recognition and rewards, a variety of workplace flexibility options, support and resources for community engagement and volunteerism, and professional development programs and opportunities, all of which constitute a strong Olin employee value proposition. In 2024, Olin employees increased their volunteerism hours by more than 25% over 2023, committing more than 70,000 hours toward volunteerism for organizations in our communities. To further support our employees who may be impacted by natural disasters, we established the Olin Employee Disaster Relief Fund to allow Olin employees to contribute funds to help fellow employees in need. Olin matches these contributions up to $250,000 annually. We commit to providing our employees with a safe and supportive environment and maintain a steadfast commitment to safely producing and distributing our products, which is fundamental to the achievement of our goals. Our global workforce is committed to the We Care and Me Principles which focus on each individual’s responsibility for their own safety and that of others, on leading by example, on reinforcing positive behaviors and on elevating concerns.
To ensure we are attracting and retaining a talented workforce, which is vital to Olin’s ability to achieve our organizational goals and objectives, we have cultivated benefits and compensation structures that ensure our market competitiveness and supports a pay-for-performance philosophy. Olin senior management provides oversight for these benefits programs and for the compensation of our workforce, while our human resources organization manages and administers these programs to ensure that our total rewards programs remain market competitive. This includes conducting periodic compensation benchmarking, implementing health and other employee benefit programs and reviewing certain employee post-retirement benefits and accessibility of employee assistance programs. We have established both salaried and hourly employee structures to adequately compensate employees, and have implemented monetary rewards and recognition programs as an additional mechanism for supervisors to reward exceptional performance. Our recognition and rewards program allows people leaders across our organization to recognize the contributions of employees throughout the year, and in 2024 our leaders provided more than 5,600 recognition awards. We also provide a mechanism for employees to provide non-monetary peer-to-peer recognition in the form of Impressions, the number of which doubled in 2024 from the prior year. Separately, our Board of Directors maintains a Compensation Committee which sets policies, develops and monitors strategies for and administers the programs that are used to compensate our Chief Executive Officer and other senior executives.
Olin is committed to maintaining work environments free from all forms of discrimination and harassment and where all employees are comfortable bringing their authentic selves to work each day. We believe the insights provided by our workforce through their unique skills, backgrounds and experiences will lead us to future innovations that will reduce costs, reduce our environmental footprint, improve our ability to serve the world and keep our employees healthy and safe. We encourage our employees to be creative and participate in the dialogue across the Company to help develop innovative solutions that lead to lasting, positive impacts for our customers, employees, communities, and shareholders.
Our Voice of the Employee mechanism facilitates this sharing of insights across multiple sites. All Olin sites have established Olin People Network chapters, with each chapter focused on site-specific activities designed to foster and encourage inclusivity and engagement. Our U.S. college recruiting program is a key component of our talent pipeline. Additionally, Olin employees are our best recruiters with 49% of our hires in 2024 attributable to employee referrals.
Training and Development
We also invest in the continued professional development of our workforce. Olin provides a wide range of employee development and productivity programs, including assignment-based opportunities, job shadowing, mentoring, and foundational programs for new Olin employees. A tiered leadership development program gives our critical talent tools to support their continued growth in and aspiration toward leadership roles. These programs help our employees improve, grow, and reinforce our values. Our learning platform focuses on providing a variety of educational opportunities that support career and professional development for our employees, including undergraduate and graduate tuition assistance to eligible employees up to a maximum of $10,000 per year. We regularly review talent development and succession plans to identify and develop a pipeline of talent to maintain and continuously improve business operations. We make purposeful moves to accelerate the development of high potential employees. Our performance management process encourages ongoing feedback throughout the year and includes annual year-end reviews and regular development discussions.
Workforce
As of December 31, 2024, we had 7,676 employees broken out as follows:
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| Country or Region |
Number of Employees |
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Percent of Total |
United States(1) |
6,614 |
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86 |
% |
| Foreign: |
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| Europe, the Middle East, Africa, and India |
630 |
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8 |
% |
| Asia Pacific |
163 |
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2 |
% |
Canada(1) |
159 |
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2 |
% |
| Latin America |
110 |
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1 |
% |
| Total foreign |
1,062 |
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14 |
% |
| Total employees |
7,676 |
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(1) Various labor unions represent a significant number of our hourly-paid employees for collective bargaining purposes. In the U.S., bargaining unit employees comprise 37% of the total workforce. In 2025, we have no labor agreements that are due to expire in Canada, and two labor agreements expiring in the U.S., representing approximately 2% of our global workforce.
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| Segment |
Number of Employees |
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Percent of Total |
Chemicals(1) |
3,406 |
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44 |
% |
Winchester(2) |
3,979 |
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52 |
% |
| Corporate |
291 |
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4 |
% |
| Total employees |
7,676 |
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(1) Includes 1,752 employees from Chlor Alkali Products and Vinyls, 865 employees from Epoxy and 789 employees for common services within Chemicals.
(2) Includes 1,705 employees at Lake City in Independence, MO, which is a GOCO facility.
RESEARCH ACTIVITIES; PATENTS
Our research activities are conducted on a product-group basis at a number of facilities. Company-sponsored research expenditures were $18.4 million, $20.0 million and $18.3 million in 2024, 2023 and 2022, respectively.
We own or license a number of patents, patent applications and trade secrets covering our products and processes. We believe that, in the aggregate, the rights under our patents and licenses are important to our operations, but we do not consider any individual patent, license or group of patents and licenses related to a specific process or product to be of material importance to our total business.
SEASONALITY
Our sales are affected by economic downturns and the seasonality of several industries we serve, including building and construction, coatings, oil and gas, infrastructure, electronics, automotive, water treatment, refrigerants and ammunition. The seasonality of the ammunition business is typically driven by the U.S. fall hunting season. Our chlor alkali businesses generally experience their highest level of activity during the spring and summer months, particularly when construction, refrigerants, coatings, infrastructure and water treatment activities are higher. Our Epoxy segment also serves a number of applications which experience their highest level of activity during the spring and summer months, particularly civil engineering and protective coatings and other construction materials, including composites and flooring.
RAW MATERIALS
Basic raw materials are processed through an integrated manufacturing process to produce a number of products that are sold at various points throughout the process. We purchase a portion of our raw material requirements and also utilize internal resources and finished goods as raw materials for downstream products. We believe we have reliable sources of supply for our raw materials under normal market conditions. However, we cannot predict the likelihood or impact of any future raw material shortages. We provide additional information with respect to specific raw materials in the tables set forth under “Products and Services.”
ENVIRONMENTAL AND TOXIC SUBSTANCES CONTROLS
As is common in our industry, we are subject to environmental laws and regulations related to the use, storage, handling, generation, transportation, emission, discharge, disposal and remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which we do business.
The establishment and implementation of national, state or provincial and local standards to regulate air, water and land quality affect substantially all of our manufacturing locations around the world. Laws providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances, and remediation of contaminated sites have imposed additional regulatory requirements on industry, particularly the chemicals industry. In addition, implementation of environmental laws has required and will continue to require new capital expenditures and will increase operating costs.
We are a party to various government and private environmental actions associated with former waste disposal sites and past manufacturing facilities. Charges to income for investigatory and remedial efforts were $30.2 million, $30.1 million and $24.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. These charges may be material to operating results in future years. These charges do not include insurance recoveries for costs incurred and expensed in prior periods.
See our discussion on environmental matters contained in Note 20, “Environmental,” of the notes to consolidated financial statements contained in Item 8 and under the heading “Environmental Matters” in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
CORPORATE RESPONSIBILITY
At Olin, we are committed to corporate responsibility to ensure the long-term success of our business, our collective global society and the well-being of our environment. We focus our corporate responsibility efforts on the areas of: (1) environment, health, safety and security stewardship, (2) sustainability and governance and (3) product stewardship. We value collaboration and commit to working with other organizations to encourage collective action for improving corporate responsibility. Additional information related to our corporate responsibility initiatives, practices, activities, goals and related information, as well as future updates, can be found in the Corporate Responsibility section of our website at www.olin.com, including our Sustainability Report under the section Sustainability Success. Our progress against environmental, social and governance (ESG) targets is included therein. The contents of our website referenced in this section are not, and should not be considered to be, part of this report.
Environment, Health, Safety and Security Stewardship
Olin is strongly committed to excellence in protecting the environment, health, safety and security of our employees and those who live and work around our plants. Our operations worldwide comply with all local requirements and implement additional standards as required to protect the environment, health, safety and security of our operations. We use our management system to drive continuous improvement and achieve excellence in environmental, health, safety, process safety and security performance. Our safety, health and environmental strategy and goals are designed to sustain our drive to zero incidents. Relentlessly and responsibly, we constantly emphasize the importance of monitoring the safety, security and environmental impact of our facilities and processes. Through our daily vigilance, Olin strives to continue to be recognized as one of the industry’s best performers.
At Olin, we believe our purpose is to deliver essential materials and solutions that enhance and protect lives. By consistently integrating corporate values into the fabric of the organization, we believe we can create a strong, cohesive culture that drives success and employee engagement. Olin’s corporate values are:
•We safely and reliably deliver essential materials
•We act with integrity, always doing what is right
•We empower our employees to take ownership in everything we do
•We create value for our customers, shareholders, employees, and communities
These values are also reflected in our Environment, Health, Safety and Security (EHS&S) policy and practice. Olin leadership visibly performs and guides the organization to conduct business in a manner that protects and increasingly benefits our employees, business partners and the communities in which we live. All employees have responsibilities within our management systems necessary to sustain our drive to zero incidents.
Sustainability and Governance
We strongly believe in meeting the needs of the present without compromising the needs of future generations. We recognize our Company’s impact on our natural resources and our responsibility to stewardship of people and the planet. This means striving for a company culture responsible to the ongoing ESG ideals of our employees and shareholders.
At Olin, we integrate sustainability into everything we do as a responsible corporate citizen. We value and respect our people, the communities in which we operate, our customers and the environment. We commit to making a contribution to protecting the world and its future condition through the safety and efficiency of our business practices - from supply to manufacturing to delivery and ultimately the end-use of our products. Executing on our sustainability strategy, we believe Olin will increase value for our investors, employees, and customers by enhancing our operating model through focused ESG actions. These actions include:
•Protecting our employees and communities through our industry-leading occupational and process safety programs
•Proudly strengthening United States defense, international defense, law enforcement, and conservation through our Winchester ammunition brand
•Significantly reducing our environmental impact by taking concrete steps through technology and commercial innovation to lower our carbon footprint, net water usage, and resource consumption
•Developing and enabling sustainable solutions within the value chain through our product and service offerings
•Consistently upholding our values and governance standards as we amplify our culture of high performance and engagement
We believe Olin’s industry leadership, focused ESG actions, and our engaged workforce will create a positive, long-lasting impact on our communities and the environment.
Product Responsibility
We take pride in safely distributing and handling our products and enabling our customers to do the same. Our product stewardship and quality practices are aligned with our core values and other globally recognized standards. We apply these standards to our chemical business segments and relevant subsidiaries to ensure compliance with applicable global regulations, evaluation, continuous improvement and transparency of relevant production and product or formulation information. Additionally, Winchester ammunition is designed and manufactured in accordance with the voluntary industry standards published by the Sporting Arms and Ammunition Manufacturers’ Institute. Our goal is to meet or exceed guidelines in every instance. Olin leadership demonstrates its commitment to these standards through active participation and communication concerning product safety, within our organization and to external stakeholders. We are deeply committed to ammunition education and advocate strongly for owners and participants to take the necessary steps to be trained and educated when handling, storing or using a firearm for recreational purposes, both for experienced and novice participants. Winchester dedicates an increasing share of its online content to safety education materials for all to responsibly and confidently own and use Winchester products.
Item 1A. RISK FACTORS
In addition to the other information in this Form 10-K, the following factors should be considered in evaluating Olin and our business. All of our forward-looking statements should be considered in light of these factors. The following summarizes the risks and uncertainties that we consider to be material and that may adversely affect our business, financial condition, results of operations, cash flows and/or reputation. Additional risks and uncertainties that we are unaware of or that we currently deem immaterial also may become important factors that affect us.
Business, Industry and Operational Risks
Sensitivity to Global Economic Conditions—Our operating results could be negatively affected during economic and industry downturns.
Our industries and the businesses of most of our customers have historically experienced periodic downturns. 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 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 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. Any significant increased product supply could put downward pressure on our product pricing, negatively affecting our profitability.
Pricing Pressure—Our profitability could be reduced by declines in average selling prices of our products.
Our industries and each of our business segments experience fluctuating supply and demand, particularly in our Chlor Alkali Products and Vinyls segment, which can result in changes in selling prices. 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 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. Another factor influencing demand and pricing for chemical products is the price of energy. Higher natural gas prices increase our customers’ and competitors’ manufacturing costs and depending on the ratio of crude oil to natural gas prices, could make our customers less competitive in world markets, negatively affecting the demand and pricing for our chemical products.
In the chemical industries in which we operate, price is one of the major supplier selection criteria. Pricing is subject to a variety of factors, some of which are outside of our control. 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 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. An imbalance in customer demand may require Olin to reduce production of both chlorine and caustic soda or take other steps to correct the imbalance. Since we cannot store large quantities of chlorine, we may not be able to respond to an imbalance in customer demand for these products quickly or efficiently. To mitigate exposure and maximize value from the entire ECU, we continually take a number of actions, including, managing our production rates to the prevailing weaker side of the ECU, leveraging our portfolio of chlorine and chlorine derivatives outlets and entering into purchase for re-sale transactions. If our efforts are not successful and a substantial imbalance occurred, we might need to take actions that could have a material adverse effect on our business.
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 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.
Our Winchester segment is also subject to pricing pressures. Selling prices of ammunition are affected by changes in raw material costs and availability, customer demand and industry production capacity. Declines in average selling prices of products of our Winchester segment could have a material adverse effect on our business.
We cannot assure you that pricing or profitability in the future will be comparable to any particular historical period, including the most recent period shown in our operating results. We cannot assure you that the chemical industry or ammunition industry will not experience adverse trends in the future.
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 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.
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.
Our operating results and profitability are dependent upon our continued ability to control, and in some cases reduce, our costs. If we are unable to do so, or if costs outside of our control, particularly our costs of raw materials, utilities, transportation and similar costs, increase beyond anticipated levels, our profitability will decline. In addition, an increase in costs generally as a result of rising inflation, or in a particular sector such as the energy or transportation sector, could result in rising costs which we cannot fully mitigate through product price increases or cost reductions, which could also adversely affect our profitability.
For example, if our feedstock and energy costs increase, and we are unable to pass the increased costs on to customers, our profitability in our Chlor Alkali Products and Vinyls and Epoxy segments would be negatively affected. Similarly, costs of commodity metals and other materials used in our Winchester business, such as copper, propellant and lead, can vary. 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.
We obtain a significant portion of our raw materials from a few key suppliers. 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. Certain of our facilities are dependent on feedstocks, services, and related infrastructure provided by third parties, which are provided pursuant to long-term contracts. Any failure of those third parties to perform their obligations under those agreements or disagreements regarding the performance under those agreements or inability to renew such agreements at acceptable terms could adversely affect the operation of the affected facilities and our business, or result in diversion of management’s attention or our resources from other business matters. 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.
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.
We are dependent upon the continued safe and reliable operation of our production facilities. Our production facilities are subject to hazards associated with the manufacture, handling, storage and transportation of chemical materials and products and ammunition, including leaks and ruptures, explosions, fires, inclement weather and natural disasters, unexpected utility disruptions or outages, unscheduled downtime, equipment failure, information technology systems interruptions or failures, terrorism, transportation interruptions, transportation incidents involving our chemical products, chemical spills and other discharges or releases of toxic or hazardous substances or gases and environmental hazards. Due to the integrated nature of our large chemical sites, an event at one plant could affect production across multiple plants at a facility. In the past, we have had incidents that have temporarily shut down or otherwise disrupted our manufacturing, causing production delays and resulting in liability for workplace injuries and fatalities. Some of our operations involve manufacturing and/or handling various explosive and flammable materials. Use of our products by our customers could also result in liability if an explosion, fire, spill or other accident were to occur. We cannot assure you that we will not experience these types of incidents in the future or that these incidents will not result in production delays or otherwise have a material adverse effect on our business.
We maintain risk management strategies, including but not limited to levels of insurance associated with property, casualty and business interruption. Such insurance may not cover all of the risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We may incur losses beyond the limits, or outside the coverage, of our insurance policies. We may also be unable to continue to maintain our existing insurance or obtain comparable insurance at a reasonable cost.
Physical Risk of Climate-Related Events—Our facilities are subject to physical risks associated with climate-related events or increased severity and frequency of severe weather events.
We are exposed to climate-related risks and uncertainties, many of which are outside of our control. We have a substantial presence near the U.S. Gulf Coast and a significant portion of our manufacturing facilities, similar to our competitors and customers, are structured near major bodies of water. Major hurricanes, or other weather-related events, have caused significant disruption in our operations on the U.S. 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 in the U.S. Gulf Coast, or elsewhere, 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.
Third-Party Transportation—We rely heavily on third-party transportation, which subjects us to risks and costs that we cannot control.
We rely heavily on railroad, truck, marine vessel, barge and other shipping companies to transport finished products to customers and to transport raw materials to the manufacturing facilities used by each of our businesses. These transport operations are subject to various hazards and risks, including extreme weather conditions, work stoppages and operating hazards, as well as domestic and international transportation and maritime regulations. In addition, the methods of transportation we utilize, including shipping chlorine and other chemicals by railroad and by barge, may be subject to additional, more stringent and more costly regulations in the future. 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.
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 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 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. 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.
Olin has an international presence, including the geographic regions of Europe, Asia Pacific, Latin America and Canada. In 2024, approximately 29% of our sales were generated outside of the United States. These international sales and operations expose us to risks, including:
•difficulties and costs associated with complying with complex and varied laws, treaties, and regulations;
•tariffs and trade barriers;
•outbreaks of serious disease, such as pandemics, which could cause us and our suppliers and/or customers to temporarily suspend operations in affected areas, restrict the ability of Olin to distribute our products or cause economic downturns that could affect demand for our products;
•geopolitical or regional conflicts which can disrupt trade flows, supply/demand fundamentals, or the ability to sell certain products within countries or regions;
•changes in laws and regulations, including the imposition of economic or trade sanctions affecting international commercial transactions;
•risk of non-compliance with anti-bribery laws and regulations, such as the U.S. Foreign Corrupt Practices Act;
•restrictions on, or difficulties and costs associated with, the repatriation of cash from foreign countries to the United States;
•unfavorable currency fluctuations;
•changes in local economic conditions, including inflation levels exceeding that of the U.S.;
•unexpected changes in political or regulatory environments;
•labor compliance and costs associated with a global workforce;
•data privacy regulations;
•difficulties in maintaining overseas subsidiaries and international operations; and
•challenges in protecting intellectual property rights.
Any one or more of the above factors could have a material adverse effect on our business.
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.
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. 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.
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. 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.
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.
As of December 31, 2024, we had $2,842.2 million of indebtedness outstanding. Outstanding indebtedness does not include amounts that could be borrowed under our Senior Revolving Credit Facility with aggregate commitments of $1,200.0 million (Senior Revolving Credit Facility). As of December 31, 2024, our indebtedness represented 58.0% of our total capitalization and $129.0 million of our indebtedness was due within one year. Despite our level of indebtedness, we expect to continue to have the ability to borrow additional debt, but we cannot be certain that additional debt will be available on terms acceptable to us or at all.
Our indebtedness could have important consequences, including but not limited to:
•limiting our ability to fund working capital, capital expenditures, and other general corporate purposes;
•limiting our ability to accommodate growth by reducing funds otherwise available for other corporate purposes, which in turn could prevent us from fulfilling our obligations under our indebtedness;
•limiting our operational flexibility due to the covenants contained in our debt agreements;
•to the extent that our debt is subject to floating interest rates, increasing our vulnerability to fluctuations in market interest rates;
•limiting our ability to pay cash dividends;
•limiting our ability to approve or execute share repurchase programs;
•limiting our flexibility for, or reacting to, changes in our business or industry or economic conditions, thereby limiting our ability to compete with companies that are not as highly leveraged; and
•increasing our vulnerability to economic downturns.
Our ability to generate sufficient cash flow from operations to make scheduled payments on our debt will depend on a range of economic, competitive and business factors, many of which are outside our control. There can be no assurance that our business will generate sufficient cash flow from operations to make these payments. If we are unable to meet our expenses and debt obligations, we may need to refinance all or a portion of our indebtedness before maturity, sell assets or issue additional equity. We may not be able to refinance any of our indebtedness, sell assets or issue additional equity on commercially reasonable terms or at all, which could cause us to default on our obligations and impair our liquidity. 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.
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.
We sponsor domestic and foreign defined benefit pension plans for eligible employees and retirees. Substantially all domestic defined benefit pension plan participants are no longer accruing benefits. However, a portion of our bargaining hourly employees continue to participate in our domestic qualified defined benefit pension plans under a flat-benefit formula. Our funding policy for the qualified defined benefit pension plans is consistent with the requirements of federal laws and regulations. Our foreign subsidiaries maintain pension and other benefit plans, which are consistent with local statutory practices. The determinations of pension expense and pension funding are based on a variety of rules and regulations along with economic factors which are outside of our control. These factors include returns on invested assets, the level of certain market interest rates, the discount rates used to determine pension obligations and mortality assumptions used to value liabilities in our pension plans. Changes in these rules and regulations or unfavorable changes to the factors which are used to value the assets and liabilities in our pension plans could impact the calculation of funded status of our pension plans. They may also result in higher pension costs and the need for additional pension plan funding. See “Pension and Postretirement Benefits” contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Asset Impairment—If our goodwill, other intangible assets or property, plant and equipment become impaired in the future, we may be required to record non-cash charges to earnings, which could be significant.
The process of impairment testing for our goodwill involves a number of judgments and estimates made by management including future cash flows, discount rates, profitability assumptions and terminal growth rates with regards to our reporting units. Our internally generated long-range plan includes assumptions regarding pricing and operating forecasts for the chlor alkali industry. If the judgments and estimates used in our analysis are not realized or are affected by external factors, then actual results may not be consistent with these judgments and estimates, and we may be required to record a goodwill impairment charge in the future, which could be significant and have a material adverse effect on our business.
We review long-lived assets, including property, plant and equipment and identifiable amortizing intangible assets, for impairment whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable. If the fair value is less than the carrying amount of the asset, an impairment is recognized for the difference. Factors which may cause an impairment of long-lived assets include significant changes in the manner of use of these assets, negative industry or market trends, a significant underperformance relative to historical or projected future operating results, extended period of idleness or a likely sale or disposal of the asset before the end of its estimated useful life. If our property, plant and equipment and identifiable amortizing intangible assets are determined to be impaired in the future, we may be required to record non-cash charges to earnings during the period in which the impairment is determined, which could be significant and have a material adverse effect on our business.
Legal, Environmental and Regulatory Risks
Effects of Regulation—Changes in or failure to comply with applicable laws or government regulations or policies could have a material adverse effect on our business.
Legislation or regulations that may be adopted or modified by U.S. or foreign governments that affect products we produce could significantly affect the sales, costs and profitability of our business, including legislation or regulations intended to address antitrust and competition, the environment, climate change, taxes, international trade matters through import and export duties and quotas and anti-dumping measures and related tariffs.
The chemical and ammunition industries are subject to extensive legislative and regulatory actions, which could have a material adverse effect on our business. Many of our products and operations are subject to chemical control laws of the countries in which they are located. These laws include regulation of chemical substances and inventories under the U.S. Toxic Substances Control Act of 1976 (TSCA) in the U.S. and the Registration, Evaluation and Authorization of Chemicals (REACH) regulation in Europe. Likewise, Congress and government agencies also periodically consider legislation and other regulations related to the ammunition business, and legislative or regulatory actions could affect our ability to manufacture and sell certain types of ammunition, including restrictions on exports to certain countries.
TSCA was amended in 2016, and the U.S. Environmental Protection Agency (EPA) is currently evaluating several of our products and manufacturing processes for additional regulation under the amended law. 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 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. The European Union is currently considering regulations related to the use of bisphenol, or BPA, in chemical manufacturing, which is a critical component of the epoxy resins we manufacture and sell in the region.
Compliance with current or future TSCA, REACH, or other regulations may limit or hinder our ability to manufacture our products and/or cause us to incur expenditures that are material to our business. Additionally, changes to government regulations and laws, including TSCA and REACH, or changes in their interpretation may reduce the demand for our products, impact our ability to use or manufacture certain products, or limit our ability to implement our strategies, any of which could have a material adverse effect on our business. A material change in tax laws, treaties or regulations in the jurisdictions in which we operate or a change in their interpretation or application could have a material adverse effect on our business.
Security and Chemicals Transportation—New regulations on the transportation of hazardous chemicals and/or the security of chemical manufacturing facilities and public policy changes related to transportation safety could result in significantly higher operating costs.
The transportation of our products and feedstocks, including transportation by pipeline, and the security of our chemical manufacturing facilities are subject to extensive regulation. Government authorities at the local, state and federal levels could implement new or stricter regulations, or change their interpretations of existing regulations, that would impact the security of chemical plant locations and the transportation of hazardous chemicals. 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. 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.
Legal and Regulatory Claims and Proceedings—We are subject to legal and regulatory claims and proceedings, which could cause us to incur significant expenses.
We are subject to legal and regulatory claims and proceedings relating to our present and former operations and could become subject to additional claims in the future, some of which could be material. These proceedings may be brought by the government or private parties and may arise out of a number of matters, including, antitrust claims, contract disputes, product liability claims, including ammunition and firearms, and proceedings alleging injurious exposure of plaintiffs to various chemicals and other substances (including proceedings based on alleged exposures to asbestos). Frequently, the proceedings alleging injurious exposure involve claims made by numerous plaintiffs against many defendants. Defense of these claims can be costly and time-consuming even if ultimately successful. Because of the inherent uncertainties of legal proceedings, we are unable to predict their outcome and therefore cannot determine whether the financial effect, if any, will be material to our business. We have included additional information with respect to pending legal and regulatory proceedings in Part II, Item 8, under the heading of “Legal Matters” within Note 22, “Commitments and Contingencies,” of our notes to consolidated financial statements.
Environmental Costs—We have ongoing environmental costs, which could have a material adverse effect on our business.
Our operations and assets are subject to extensive environmental, health and safety regulations, including laws and regulations related to air emissions, water discharges, waste disposal and remediation of contaminated sites. The nature of our operations and products, including the raw materials we handle, exposes us to the risk of liabilities, obligations or claims under these laws and regulations due to the production, storage, use, transportation and sale of materials that can adversely impact the environment or cause personal injury, including, in the case of chemicals, unintentional releases into the environment. Environmental laws may have a significant effect on the costs of use, transportation, handling and storage of raw materials and finished products, as well as the costs of storage, handling, treatment, transportation and disposal of wastes. In addition, we are party to various government and private environmental actions associated with past manufacturing facilities and former waste disposal sites. We have incurred, and expect to incur, significant costs and capital expenditures in complying with environmental laws and regulations.
The ultimate costs and timing of environmental liabilities are difficult to predict. Liabilities under environmental laws relating to contaminated sites can be imposed retroactively and on a joint and several basis. One liable party could be held responsible for all costs at a site, regardless of fault, percentage of contribution to the site or the legality of the original disposal. We could incur significant costs, including clean-up costs, natural resource damages, civil or criminal fines and sanctions and third-party lawsuits claiming, for example, personal injury and/or property damage, as a result of past or future violations of, or liabilities under, environmental or other laws.
In addition, future events, such as changes to environmental laws, changes in the interpretation or implementation of current environmental laws or new information about the extent of remediation required, could require us to make additional expenditures, modify or curtail our operations and/or install additional pollution control equipment. It is possible that regulatory agencies may identify new chemicals of concern or enact new or more stringent clean-up standards for existing chemicals of concern. This could lead to expenditures for environmental remediation in the future that are additional to existing estimates.
Accordingly, it is possible that some of the matters in which we are involved or may become involved may be resolved unfavorably to us, which could have a material adverse effect on our business. See “Environmental Matters” contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Governmental Contract Compliance and Deliverables—Various risks associated with our Lake City contract and performance under other government contracts could materially adversely affect our business.
Our Winchester business currently operates and manages the Lake City Army Ammunition Plant in Independence, MO under a multi-year contract with the U. S. Army. The contract has an initial term of seven years, starting on October 1, 2020, and may be extended for up to three additional years. Additionally, our Winchester business is engaged to perform various deliverables under other government contract arrangements. The Lake City facility also allows, under certain conditions, for Winchester to utilize the facility to produce commercial ammunition. The operation of the Lake City facility and our other U.S. government contracts require compliance with numerous contract provisions and government regulations. U.S. government contracts often reserve the right to audit our contract costs and conduct inquiries and investigations of our business practices and compliance with government contract requirements. In some cases, audits may result in delayed payments or contractor costs not being reimbursed or subject to repayment. Our failure to comply with any one of these contract provisions and regulations could have a material adverse effect on our business.
A large portion of our government contracts contain fixed-price deliverables while a smaller portion are performed under cost-plus arrangements. 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.
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.
Companies across all industries are facing increased scrutiny related to their ESG policies and practices. Increased focus and activism related to ESG may hinder our access to credit and capital markets, as investors may reconsider their investment as a result of their assessment of our ESG policies and practices. In particular, customers, consumers, investors and other stakeholders are increasingly focusing on environmental issues, including climate change, energy and water use, greenhouse gas (GHG) emissions and other sustainability concerns. Change in public sentiment may result in changing demands for our customers’ products and the products which we produce in light of their perceived environmental impacts or other related issues. These demand changes could cause changes in the market dynamics of our existing products, impacting pricing, or we may incur additional costs to make changes to our operations to comply with such demand changes.
Concern over climate change, GHG emissions in particular, may result in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment. Increased regulatory requirements or demands for enhanced mitigation of environmental impacts may result in increased compliance costs, including capital expenditures, higher energy and raw materials input costs or compliance with more stringent emissions standards, which may cause disruptions in the manufacture of our products or an increase in operating costs. Any failure to achieve our ESG goals, or a perception of our failure to act responsibly with respect to the environment or to effectively respond to new, or updated, legal or regulatory requirements concerning environmental or other ESG matters, or increased operating or manufacturing costs due to increased regulation or efforts to mitigate environmental impacts could have a material adverse effect on our business.
Item 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
Item 1C. CYBERSECURITY
Cybersecurity Risk Management and Strategy
We have an enterprise-wide cybersecurity risk management approach designed to identify, protect, detect, respond to and manage cybersecurity and information technology risks and threats. This program is integrated into our enterprise risk management (ERM) framework, and the underlying controls leverage recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology Cybersecurity Framework.
Our Company’s Chief Information Officer (CIO) is responsible for developing and maintaining our global cybersecurity and information technology program and directs our Information Security team. The Information Security team is primarily responsible for identifying and protecting against cybersecurity threats and maintains a comprehensive set of policies and standards applicable to our global organization. We consult with multiple third-party firms to assess and review these policies and standards and regularly update them for contemporary best practices. Our CIO has over fifteen years of experience leading cybersecurity oversight for global organizations, and our Information Security team leaders have extensive cybersecurity and information technology industry experience with Olin or other large public companies and hold industry certifications, including the Certified Information Systems Security Professional certification.
Our Information Security team monitors alerts and meets to discuss threat levels, trends and remediation tactics. Every identified cyber event is evaluated, ranked by severity and prioritized for response and remediation in compliance with our global Security Incident Management Procedure. Significant events are evaluated for both quantitative and qualitative factors to determine materiality on a case-by-case basis, including, among other factors, potential privacy, operational, financial, or reputational impacts for the Company, and our customers, vendors, shareholders, or other external stakeholders. The Information Security team prepares a monthly scorecard for senior management, summarizing cyber events for the month and reporting on our remedial actions. While we have experienced cybersecurity attacks, such attacks to date have not materially affected the Company or our business strategy, results of operations, or financial condition.
The Company regularly conducts penetration testing, both internally and by third parties, and conducts automated attacks simulating real-world cyber incidents. These tests and assessments are useful tools for maintaining a comprehensive cybersecurity program to protect our investors, customers, employees, vendors, and intellectual property. We continue to expand our cybersecurity risk mitigation strategies, which includes around-the-clock monitoring of our global network, using layered defenses and identifying and protecting critical assets, including our manufacturing facilities. The Information Security team conducts annual cybersecurity awareness training and quarterly email phishing tests and training for all employees.
We rely on 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. The Information Security team maintains a third-party security program to identify, prioritize, assess, mitigate, and remediate our third-party risks; however, we also rely on our third-party vendors, suppliers, and other business partners to implement security programs commensurate with their risk, and we cannot ensure in all circumstances that their efforts will be successful. Cybersecurity risks are assessed when selecting our third-party service providers and reassessed periodically.
We face a number of cybersecurity risks in connection with our business. 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. For more information about the cybersecurity risks we face, see Item 1A - Risk Factors.
Cybersecurity Governance
Cybersecurity is an important component of our ERM framework and an area of focus for both our Board of Directors (Board) and management team. While management holds primary responsibility for our Company’s risk management strategy, our Board, with the support of its committees, oversees the process to ensure that the framework designed, implemented and maintained by management is functioning as intended and adapts, when necessary, to our evolving strategy and emerging risks.
The Board’s Audit Committee is delegated responsibility for oversight of our ERM process, including our strategies to identify, detect and respond to cybersecurity and information technology risks and threats. Our Audit Committee’s process includes an annual review of our ERM program to ensure appropriate practices are in place to monitor and mitigate identified risks on an ongoing basis. Additionally, our CIO meets with the Audit Committee or Board each quarter to discuss cyber hygiene, incidents (as needed), and provide updates on our enterprise-wide cybersecurity risks and strategies, including steps taken to mitigate and manage the same. To aid the Board with its cybersecurity and data privacy oversight responsibilities, the Board periodically hosts experts for presentations on current cyber topics, trends and best practices. We have established protocols by which certain cybersecurity incidents are reported to the Audit Committee and Board.
Item 2. PROPERTIES
Information concerning our principal locations from which our products and services are manufactured, distributed or marketed are included in the tables set forth under the caption “Products and Services” contained in Item 1—“Business.” Generally, these facilities are well maintained, in good operating condition, and suitable and adequate for their use. Our two largest facilities are co-located with a site partner. The land on which these facilities are located is leased with a 99-year initial term that commenced in 2015. Additionally, we lease warehouses, terminals and distribution offices and space for executive and branch sales offices and service departments. We believe our current facilities are adequate to meet the requirements of our present operations.
On October 1, 2020, Winchester assumed full management and operational control of the Lake City Army Ammunition Plant in Independence, MO, which is a government-owned, contractor-operated facility. The contract is for the production of small caliber military ammunition, including 5.56mm, 7.62mm, and .50 caliber rounds, as well as certain cartridges and casings. The contract also allows for the production of certain ammunition for commercial customers. The contract has an initial term of seven years and may be extended by the U.S. Army for up to three additional years.
Item 3. LEGAL PROCEEDINGS
Discussion of legal matters is incorporated by reference from Part II, Item 8, under the heading of “Legal Matters” within Note 22, “Commitments and Contingencies,” and should be considered an integral part of Part I, Item 3, “Legal Proceedings.”
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(a) Not applicable.
(c) As of January 31, 2025, we had 2,644 record holders of our common stock.
Our common stock is traded on the NYSE under the “OLN” ticker symbol.
A dividend of $0.20 per common share was paid during each of the four quarters in 2024 and 2023.
The payment of future cash dividends is subject to the discretion of our Board and will be determined in light of then current conditions, including our earnings, our operations, our financial condition, our capital requirements, and other factors deemed relevant by our Board. In the future, our Board may change our dividend policy, including the frequency or amount of any dividend, in light of then existing conditions.
Issuer Purchases of Equity Securities
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| Period |
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Total Number of Shares (or Units) Purchased(1) |
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Average Price Paid per Share (or Unit)(2) |
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Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
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Maximum Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
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| October 1-31, 2024 |
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210,845 |
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$ |
47.45 |
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210,845 |
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| November 1-30, 2024 |
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778,434 |
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42.41 |
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778,434 |
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| December 1-31, 2024 |
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— |
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— |
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— |
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| Total |
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|
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$ |
1,998,931,863 |
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(1) |
(1) On December 11, 2024, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $1.3 billion (the 2024 Repurchase Authorization). This program will terminate upon the purchase of $1.3 billion of common stock. On July 28, 2022, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $2.0 billion (the 2022 Repurchase Authorization). This program will terminate upon the purchase of $2.0 billion of common stock. Through December 31, 2024, 25,156,703 shares of common stock had been repurchased and retired at a total value of $1,301.1 million and $698.9 million and $1.3 billion of common stock remained available for purchase under the 2022 and 2024 Repurchase Authorization programs, respectively.
(2) Average price paid per share includes transaction costs including commissions and fees paid to acquire the shares and excludes costs associated with 1% excise tax on the fair market value of stock repurchases.
Performance Graph
This graph compares the total shareholder return on our common stock with the cumulative total return of the Standard & Poor’s (S&P) 500 Index, S&P 500 Chemicals Index and S&P Composite 1500 Commodity Chemicals Index.
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| COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN |
| Among Olin Corporation, the S&P 500 Index, |
| S&P 500 Chemicals Index and the S&P Composite 1500 Commodity Chemicals Index |
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2019 |
2020 |
2021 |
2022 |
2023 |
2024 |
| Olin Corporation |
100 |
151 |
359 |
336 |
347 |
221 |
| S&P 500 Index |
100 |
118 |
152 |
125 |
158 |
197 |
| S&P 500 Chemicals Index |
100 |
118 |
149 |
132 |
146 |
146 |
| S&P Composite 1500 Commodity Chemicals Index |
100 |
108 |
126 |
119 |
138 |
113 |
Data is for the five-year period from December 31, 2019, through December 31, 2024. The cumulative return includes reinvestment of dividends. The performance graph assumes an investment of $100 on December 31, 2019.
FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA
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2024 |
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2023 |
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2022 |
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2021 |
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2020 |
| Operations |
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($ and shares in millions, except per share data) |
| Sales |
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$ |
6,540 |
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$ |
6,833 |
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$ |
9,376 |
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$ |
8,911 |
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$ |
5,758 |
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| Cost of goods sold |
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5,803 |
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5,667 |
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7,194 |
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6,616 |
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5,375 |
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| Selling and administrative |
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409 |
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407 |
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394 |
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417 |
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422 |
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| Restructuring charges |
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33 |
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90 |
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25 |
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28 |
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9 |
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| Goodwill impairment |
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— |
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— |
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— |
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— |
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|
700 |
|
| Other operating income |
|
1 |
|
|
43 |
|
|
16 |
|
|
1 |
|
|
1 |
|
| Interest expense |
|
184 |
|
|
181 |
|
|
144 |
|
|
348 |
|
|
293 |
|
| Interest income and other income |
|
4 |
|
|
4 |
|
|
2 |
|
|
— |
|
|
1 |
|
| Non-operating pension income |
|
26 |
|
|
24 |
|
|
39 |
|
|
36 |
|
|
19 |
|
| Income (loss) before taxes |
|
142 |
|
|
559 |
|
|
1,676 |
|
|
1,539 |
|
|
(1,020) |
|
| Income tax provision (benefit) |
|
37 |
|
|
107 |
|
|
349 |
|
|
242 |
|
|
(50) |
|
| Net income (loss) |
|
105 |
|
|
452 |
|
|
1,327 |
|
|
1,297 |
|
|
(970) |
|
| Net loss attributable to noncontrolling interests |
|
(4) |
|
|
(8) |
|
|
— |
|
|
— |
|
|
— |
|
| Net income (loss) attributable to Olin Corporation |
|
$ |
109 |
|
|
$ |
460 |
|
|
$ |
1,327 |
|
|
$ |
1,297 |
|
|
$ |
(970) |
|
|
|
|
|
|
|
|
|
|
|
|
| Financial Position |
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
176 |
|
|
$ |
170 |
|
|
$ |
194 |
|
|
$ |
181 |
|
|
$ |
190 |
|
| Working capital, excluding cash and cash equivalents |
|
272 |
|
|
275 |
|
|
401 |
|
|
386 |
|
|
329 |
|
| Property, plant and equipment, net |
|
2,328 |
|
|
2,520 |
|
|
2,674 |
|
|
2,914 |
|
|
3,171 |
|
| Total assets |
|
7,579 |
|
|
7,713 |
|
|
8,044 |
|
|
8,518 |
|
|
8,271 |
|
| Capitalization: |
|
|
|
|
|
|
|
|
|
|
| Short-term debt |
|
129 |
|
|
79 |
|
|
10 |
|
|
201 |
|
|
26 |
|
| Long-term debt |
|
2,713 |
|
|
2,591 |
|
|
2,571 |
|
|
2,578 |
|
|
3,838 |
|
| Shareholders’ equity |
|
2,055 |
|
|
2,268 |
|
|
2,544 |
|
|
2,652 |
|
|
1,451 |
|
| Total capitalization |
|
$ |
4,897 |
|
|
$ |
4,938 |
|
|
$ |
5,125 |
|
|
$ |
5,431 |
|
|
$ |
5,315 |
|
| Total debt to total capitalization |
|
58.0 |
% |
|
54.1 |
% |
|
50.4 |
% |
|
51.2 |
% |
|
72.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
| Per Share Data |
|
|
|
|
|
|
|
|
|
|
| Net income (loss) attributable to Olin Corporation: |
|
|
|
|
|
|
|
|
|
|
| Basic |
|
$ |
0.92 |
|
|
$ |
3.66 |
|
|
$ |
9.16 |
|
|
$ |
8.15 |
|
|
$ |
(6.14) |
|
| Diluted |
|
$ |
0.91 |
|
|
$ |
3.57 |
|
|
$ |
8.94 |
|
|
$ |
7.96 |
|
|
$ |
(6.14) |
|
| Cash dividends paid per common share |
|
$ |
0.80 |
|
|
$ |
0.80 |
|
|
$ |
0.80 |
|
|
$ |
0.80 |
|
|
$ |
0.80 |
|
|
|
|
|
|
|
|
|
|
|
|
| Other |
|
|
|
|
|
|
|
|
|
|
| Capital expenditures |
|
$ |
195 |
|
|
$ |
236 |
|
|
$ |
237 |
|
|
$ |
201 |
|
|
$ |
299 |
|
| Depreciation and amortization |
|
518 |
|
|
533 |
|
|
599 |
|
|
583 |
|
|
568 |
|
| Common stock dividends paid |
|
94 |
|
|
101 |
|
|
116 |
|
|
128 |
|
|
126 |
|
| Repurchases of common stock |
|
300 |
|
|
711 |
|
|
1,351 |
|
|
252 |
|
|
— |
|
| Current ratio |
|
1.3 |
|
|
1.3 |
|
|
1.4 |
|
|
1.3 |
|
|
1.4 |
|
| Effective tax rate |
|
25.9 |
% |
|
19.2 |
% |
|
20.8 |
% |
|
15.7 |
% |
|
4.9 |
% |
| Average common shares outstanding - diluted |
|
119.5 |
|
|
128.8 |
|
|
148.5 |
|
|
163.0 |
|
|
157.9 |
|
| Employees |
|
7,676 |
|
|
7,326 |
|
|
7,780 |
|
|
7,750 |
|
|
8,000 |
|
Item 6. [RESERVED]
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS BACKGROUND
Olin Corporation (Olin) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO. We are a leading vertically integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. Our operations are concentrated in three business segments: 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 formulated solutions products such as converted epoxy resins and additives. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, industrial cartridges and clay targets.
RECENT DEVELOPMENTS AND HIGHLIGHTS
Overview
Net income was $108.6 million for 2024 compared to $460.2 million for 2023, a decrease of $351.6 million, or 76%. The decrease in net income from the prior year was primarily due to lower operating results across all of our business segments. Net income for 2023 also reflects a pretax gain of $27.0 million from the sale of our domestic private trucking fleet and operations. Diluted net income per share was $0.91 for 2024 compared to $3.57 for 2023, a decrease of $2.66 per share, or 75%.
Chlor Alkali Products and Vinyls reported segment income of $296.4 million for 2024 compared to $664.2 million for 2023. Chlor Alkali Products and Vinyls segment results were lower than the prior year due to lower pricing, primarily caustic soda, partially offset by lower costs associated with products purchased from other parties, and lower raw material and operating costs. The Chlor Alkali Products and Vinyls 2024 segment results were also negatively impacted by Hurricane Beryl resulting in incremental costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales of $93.6 million. The 2023 segment results were negatively impacted by higher costs and reduced profit from lost sales of $104.2 million 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 segment loss of $85.0 million for 2024 compared to segment loss of $31.0 million for 2023. Epoxy segment results were lower than in the prior year primarily due to lower product pricing and the impact of Hurricane Beryl of $32.7 million, partially offset by increased volumes, improved product mix and lower raw material and operating costs.
Winchester reported segment income of $237.9 million for 2024 compared to $255.6 million for 2023. Winchester segment results were lower than in the prior year primarily due to higher commodity and operating costs, including propellant costs, and lower pricing. The decline was partially offset by higher sales volumes. Higher international military sales, military project revenue, and White Flyer sales were partially offset by lower commercial ammunition sales.
Liquidity and Share Repurchases
On December 11, 2024, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $1.3 billion. During 2024, we repurchased and retired 5.9 million shares of common stock at a total value of $300.3 million under a prior authorized share repurchase program. As of December 31, 2024, we have $2.0 billion of remaining authorized common stock to be repurchased under the 2022 and 2024 Repurchase Authorization programs.
On November 20, 2024, we entered into a $500.0 million receivables financing agreement (2024 Receivables Financing Agreement) which increased the borrowing limit of our existing $425.0 million receivables financing agreement (2022 Receivables Financing Agreement) by $75.0 million, and extended the maturity date from October 14, 2025 to November 19, 2027 (collectively, the “Receivables Financing Agreements”). As part of the 2024 Receivables Financing Agreement, we terminated our existing trade accounts receivable factoring arrangements (AR Facilities).
During 2024, we had net borrowings of $169.7 million with $102.0 million borrowed under our Senior Revolving Credit Facility, which was partially utilized to repay $70.0 million of tax-exempt variable-rate bonds. We also borrowed $146.5 million under our 2024 Receivables Financing Agreement, which was partially utilized to replace our AR Facilities that were terminated.
Other Items
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 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, which we commenced in late September and successfully completed during October.
Our 2024 results included a negative pretax impact of $126.3 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 $93.6 million and $32.7 million, respectively.
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. On April 3, 2024, we announced the filing of anti-dumping and countervailing duty petitions against China, India, South Korea, Taiwan and Thailand with the U.S. Department of Commerce and the U.S. International Trade Commission relating to certain epoxy resins, as part of the U.S. Epoxy Resin Producers Ad Hoc Coalition. The petitions were filed in response to large volumes of low-priced imports of epoxy resins into the U.S. from the subject countries over the past three years that have injured U.S. domestic epoxy resin producers.
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.
During 2024, the U.S. Army awarded Winchester a contract for the construction of the Next Generation Squad Weapon (NGSW) ammunition manufacturing facility at the Lake City Army Ammunition Plant. The project will be the first new manufacturing plant built at the Lake City facility in decades. The new manufacturing facility will provide safe, reliable, and advanced NGSW ammunition to the U.S. warfighter. Winchester will manage all aspects of the government-funded construction project, which commenced in the second quarter of 2024.
Subsequent Event
On January 21, 2025, Olin announced the signing of a definitive agreement with AMMO, Inc. to acquire AMMO, Inc.’s small caliber ammunition manufacturing assets for $75 million, subject to customary terms, closing conditions and post-closing adjustments. The acquisition includes AMMO Inc.’s brass shellcase capabilities and their 185,000 square foot production facility located in Manitowoc, WI. The acquisition will be financed with cash on hand and is expected to close in the second quarter of 2025.
CONSOLIDATED RESULTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Years ended December 31, |
| |
2024 |
|
2023 |
|
2022 |
| |
($ in millions, except per share data) |
| Sales |
$ |
6,540.1 |
|
|
$ |
6,833.0 |
|
|
$ |
9,376.2 |
|
| Cost of goods sold |
5,802.6 |
|
|
5,667.5 |
|
|
7,194.3 |
|
| Gross margin |
737.5 |
|
|
1,165.5 |
|
|
2,181.9 |
|
| Selling and administrative |
408.5 |
|
|
406.7 |
|
|
393.9 |
|
| Restructuring charges |
33.3 |
|
|
89.6 |
|
|
25.3 |
|
|
|
|
|
|
|
| Other operating income |
0.8 |
|
|
42.9 |
|
|
16.3 |
|
| Operating income |
296.5 |
|
|
712.1 |
|
|
1,779.0 |
|
| Interest expense |
184.5 |
|
|
181.1 |
|
|
143.9 |
|
| Interest income |
3.7 |
|
|
4.3 |
|
|
2.2 |
|
| Non-operating pension income |
26.0 |
|
|
24.0 |
|
|
38.7 |
|
| Income before taxes |
141.7 |
|
|
559.3 |
|
|
1,676.0 |
|
| Income tax provision |
36.7 |
|
|
107.3 |
|
|
349.1 |
|
| Net income |
105.0 |
|
|
452.0 |
|
|
1,326.9 |
|
| Net loss attributable to noncontrolling interests |
(3.6) |
|
|
(8.2) |
|
|
— |
|
| Net income attributable to Olin Corporation |
$ |
108.6 |
|
|
$ |
460.2 |
|
|
$ |
1,326.9 |
|
| Net income attributable to Olin Corporation per common share: |
|
|
|
|
|
| Basic |
$ |
0.92 |
|
|
$ |
3.66 |
|
|
$ |
9.16 |
|
| Diluted |
$ |
0.91 |
|
|
$ |
3.57 |
|
|
$ |
8.94 |
|
2024 Compared to 2023
Sales for 2024 were $6,540.1 million compared to $6,833.0 million in 2023, a decrease of $292.9 million, or 4%. Chlor Alkali Products and Vinyls sales decreased by $364.9 million, primarily due to lower pricing, primarily caustic soda. Epoxy sales decreased by $102.9 million, primarily due to lower product pricing, partially offset by increased sales volumes. Winchester sales increased by $174.9 million, primarily due to increased sales to international military customers and military project revenue and 2024 sales from White Flyer.
Gross margin in 2024 decreased $428.0 million from 2023. Chlor Alkali Products and Vinyls gross margin decreased by $344.1 million primarily due to lower pricing, primarily caustic soda. Epoxy gross margin decreased by $55.1 million primarily due to lower product pricing, partially offset by increased volumes. Winchester gross margin decreased by $21.3 million, primarily due to higher commodity and operating costs, including propellant costs, and lower product pricing, partially offset by White Flyer results. Gross margin as a percentage of sales decreased to 11% in 2024 from 17% in 2023.
Selling and administrative expenses in 2024 increased $1.8 million from the prior year. The increase was primarily due to higher legal and legal-related settlement expense of $23.2 million and consulting and contract services of $3.1 million, partially offset by lower stock-based compensation expense of $18.0 million, which includes mark-to-market adjustments, and a favorable foreign currency impact of $7.4 million. Selling and administrative expenses as a percentage of sales was 6% for both 2024 and 2023.
Restructuring charges for 2024 were $33.3 million compared to $89.6 million in 2023. 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 operating model, which resulted in pretax restructuring charges for 2024 and 2023 of $24.1 million and $73.4 million, respectively.
Other operating income for 2023 included a gain of $27.0 million from the sale of our domestic private trucking fleet and operations and an insurance recovery of $15.6 million associated with a second quarter 2022 business interruption at our Plaquemine, LA Chlor Alkali Products and Vinyls facility.
Interest expense in 2024 increased $3.4 million from 2023, primarily due to higher average interest rates. Interest expense for 2024 and 2023 was reduced by capitalized interest of $1.7 million and $2.8 million, respectively.
Non-operating pension income includes all components of pension and other postretirement income (costs) other than service costs.
The effective tax rate for 2024 included benefits associated with stock-based compensation, U.S. Federal tax credits purchased at a discount, changes in tax contingencies and remeasurement of deferred taxes due to a decrease in our state effective tax rates, partially offset by expenses from prior year tax positions and from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions. These factors resulted in a net $5.1 million tax benefit. Excluding these items, the effective tax rate for 2024 of 29.5% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax, foreign income inclusions and non-deductible exchange rate results, partially offset by favorable permanent salt depletion deductions. The effective tax rate for 2023 included benefits associated with a legal entity liquidation, prior year tax positions, stock-based compensation, remeasurement of deferred taxes due to a decrease in our state effective tax rates and foreign rate changes, and from a change in tax contingencies, and an expense from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions. These factors resulted in a net $29.4 million tax benefit. Excluding these items, the effective tax rate for 2023 of 24.4% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax, an increase in the valuation allowance related to losses in foreign jurisdictions and foreign income inclusions, partially offset by foreign rate differential and favorable permanent salt depletion deductions.
2023 Compared to 2022
Sales for 2023 were $6,833.0 million compared to $9,376.2 million in 2022, a decrease of $2,543.2 million, or 27%. Epoxy sales decreased by $1,361.3 million, primarily due to lower volumes, including the closure of our cumene facility and one of our bisphenol production lines, and lower product pricing. Chlor Alkali Products and Vinyls sales decreased by $1,089.9 million, primarily due to lower volumes, partially offset by products sold by BWA. Winchester sales decreased by $92.0 million, primarily due to lower commercial sales volumes, partially offset by higher domestic and international military sales.
Gross margin in 2023 decreased $1,016.4 million from 2022. Chlor Alkali Products and Vinyls gross margin decreased by $483.0 million primarily due to lower volumes. Epoxy gross margin decreased by $425.4 million primarily due to lower volumes and lower product pricing. Winchester gross margin decreased by $112.5 million, primarily due to lower commercial volumes. Gross margin as a percentage of sales decreased to 17% in 2023 from 23% in 2022.
Selling and administrative expenses in 2023 increased $12.8 million, or 3%, from 2022. The increase was primarily due to higher costs associated with BWA of $23.9 million, partially offset by lower legal and legal-related settlement expenses of $7.4 million and a favorable foreign currency impact of $5.5 million. Selling and administrative expenses as a percentage of sales increased to 6% in 2023 from 4% in 2022.
Restructuring charges for 2023 were $89.6 million compared to $25.3 million in 2022. The increase in charges was primarily due to our actions to reconfigure our global Epoxy asset footprint to optimize the most productive and cost-effective assets to support our operating model, which resulted in restructuring charges of $73.4 million for 2023.
Other operating income for 2023 included a gain of $27.0 million from the sale of our domestic private trucking fleet and operations and an insurance recovery of $15.6 million associated with a second quarter 2022 business interruption at our Plaquemine, LA Chlor Alkali Products and Vinyls facility. Other operating income for 2022 included $13.0 million of gains from the sale of two former manufacturing facilities.
Interest expense in 2023 increased $37.2 million from 2022, primarily due to higher average interest rates. Interest expense for 2023 and 2022 was reduced by capitalized interest of $2.8 million and $3.1 million, respectively.
Non-operating pension income includes all components of pension and other postretirement income (costs) other than service costs. Non-operating pension income was lower in 2023 from the prior year primarily due to an increase in the discount rate used to determine interest costs, partially offset by lower actuarial losses recognized to income.
The effective tax rate for 2023 included benefits associated with a legal entity liquidation, prior year tax positions, stock-based compensation, remeasurement of deferred taxes due to a decrease in our state effective tax rates and foreign rate changes, and from a change in tax contingencies, and an expense from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions. These factors resulted in a net $29.4 million tax benefit. Excluding these items, the effective tax rate for 2023 of 24.4% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax, an increase in the valuation allowance related to losses in foreign jurisdictions and foreign income inclusions, partially offset by foreign rate differential and favorable permanent salt depletion deductions. The effective tax rate for 2022 included benefits associated with a legal entity liquidation, prior year tax positions, stock-based compensation, and remeasurement of deferred taxes due to a decrease in our state effective tax rates, and expenses associated with a net increase in the valuation allowance related to state tax credits and a change in tax contingencies. These factors resulted in a net $60.2 million tax benefit. Excluding these items, the effective tax rate for 2022 of 24.4% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax, an increase in the valuation allowance related to losses in foreign jurisdictions and foreign income taxes, partially offset by foreign income exclusions and favorable permanent salt depletion deductions.
SEGMENT RESULTS
We define segment results as income (loss) before interest expense, interest income, other operating income (expense), non-operating pension income, other income and income taxes. We have three operating segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. The three operating segments reflect the organization used by our management for purposes of allocating resources and assessing performance. Chlorine and caustic soda used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Years ended December 31, |
| |
2024 |
|
2023 |
|
2022 |
| Sales: |
($ in millions) |
| Chlor Alkali Products and Vinyls |
$ |
3,630.2 |
|
|
$ |
3,995.1 |
|
|
$ |
5,085.0 |
|
| Epoxy |
1,226.3 |
|
|
1,329.2 |
|
|
2,690.5 |
|
| Winchester |
1,683.6 |
|
|
1,508.7 |
|
|
1,600.7 |
|
| Total sales |
$ |
6,540.1 |
|
|
$ |
6,833.0 |
|
|
$ |
9,376.2 |
|
|
|
|
|
|
|
| Income before taxes: |
|
|
|
|
|
| Chlor Alkali Products and Vinyls |
$ |
296.4 |
|
|
$ |
664.2 |
|
|
$ |
1,181.3 |
|
| Epoxy |
(85.0) |
|
|
(31.0) |
|
|
388.5 |
|
| Winchester |
237.9 |
|
|
255.6 |
|
|
372.9 |
|
| Corporate/Other: |
|
|
|
|
|
Environmental expense(1) |
(30.2) |
|
|
(23.7) |
|
|
(23.2) |
|
| Other corporate and unallocated costs |
(90.1) |
|
|
(106.3) |
|
|
(131.5) |
|
| Restructuring charges |
(33.3) |
|
|
(89.6) |
|
|
(25.3) |
|
Other operating income(2) |
0.8 |
|
|
42.9 |
|
|
16.3 |
|
Interest expense(3) |
(184.5) |
|
|
(181.1) |
|
|
(143.9) |
|
| Interest income |
3.7 |
|
|
4.3 |
|
|
2.2 |
|
| Non-operating pension income |
26.0 |
|
|
24.0 |
|
|
38.7 |
|
| Income before taxes |
$ |
141.7 |
|
|
$ |
559.3 |
|
|
$ |
1,676.0 |
|
(1)Environmental expense for the years ended December 31, 2023 and 2022, included $6.4 million and $1.0 million, respectively, of insurance recoveries for environmental costs incurred and expensed in prior periods. Environmental expense is included in cost of goods sold in the consolidated statements of operations.
(2)Other operating income for the year ended December 31, 2023, included a gain of $27.0 million from the sale of our domestic private trucking fleet and operations and an insurance recovery of $15.6 million associated with a second quarter 2022 business interruption at our Plaquemine, LA, Chlor Alkali Products and Vinyls facility. Other operating income for the year ended December 31, 2022, included $13.0 million of gains from the sale of two former manufacturing facilities.
(3)Interest expense was reduced by capitalized interest of $1.7 million, $2.8 million and $3.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Chlor Alkali Products and Vinyls
2024 Compared to 2023
Chlor Alkali Products and Vinyls sales for 2024 were $3,630.2 million compared to $3,995.1 million in 2023, a decrease of $364.9 million, or 9%. 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 reported segment income of $296.4 million for 2024 compared to $664.2 million for 2023, a decrease of $367.8 million. The decrease in Chlor Alkali Products and Vinyls operating results were primarily due to lower pricing ($462.8 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 ($93.6 million), and an unfavorable product mix ($42.7 million), partially offset by lower costs associated with products purchased from other parties ($123.4 million) and lower raw material and operating costs ($107.9 million). The Chlor Alkali Products and Vinyls 2023 segment results were negatively impacted by higher costs and reduced profit from lost sales associated with operating issues related to the second quarter’s maintenance turnaround at our vinyl chloride monomer plant at the Freeport, TX facility. Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $424.6 million and $440.7 million in 2024 and 2023, respectively.
2023 Compared to 2022
Chlor Alkali Products and Vinyls sales for 2023 were $3,995.1 million compared to $5,085.0 million in 2022, a decrease of $1,089.9 million, or 21%. The sales decrease was primarily due to lower volumes across all products and lower prices, primarily caustic soda and EDC, partially offset by products sold by BWA.
Chlor Alkali Products and Vinyls reported segment income of $664.2 million for 2023 compared to $1,181.3 million for 2022, a decrease of $517.1 million. Chlor Alkali Products and Vinyls operating results were negatively impacted by lower volumes across all products ($846.4 million) and lower prices, primarily caustic soda and EDC ($51.4 million), partially offset by lower raw material and operating costs ($341.0 million), primarily lower natural gas and electrical power costs, and decreased costs associated with product purchased from other parties ($39.7 million). The Chlor Alkali Products and Vinyls segment results were also negatively impacted by higher costs and reduced profit from lost sales associated with operating issues related to the second quarter’s maintenance turnaround at our vinyl chloride monomer plant at the Freeport, TX facility. Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $440.7 million and $482.2 million in 2023 and 2022, respectively.
Epoxy
2024 Compared to 2023
Epoxy sales were $1,226.3 million for 2024 compared to $1,329.2 million in 2023, a decrease of $102.9 million, or 8%. The sales decrease was due to lower product prices ($148.3 million) and an unfavorable effect of foreign currency translation ($4.5 million), partially offset by increased sales volumes ($49.9 million), which were negatively impacted by Hurricane Beryl.
Epoxy reported segment loss of $85.0 million for 2024 compared to $31.0 million for 2023, a decrease in segment results of $54.0 million. The decrease was due to lower product prices ($148.3 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 ($76.4 million) and lower raw material and operating costs ($50.6 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 $53.7 million and $57.4 million in 2024 and 2023, respectively.
2023 Compared to 2022
Epoxy sales were $1,329.2 million for 2023 compared to $2,690.5 million in 2022, a decrease of $1,361.3 million, or 51%. The sales decrease was primarily due to the closure of our cumene facility and one of our bisphenol production lines ($649.4 million), lower product prices ($419.6 million), lower volumes ($291.9 million) and an unfavorable effect of foreign currency translation ($0.4 million).
Epoxy reported segment loss of $31.0 million for 2023 compared to segment income of $388.5 million for 2022, a decrease of $419.5 million. The decrease in segment results was due to lower product prices ($419.6 million) and lower volumes ($138.6 million), which were both impacted by significant exports out of Asia into the European and North American markets, partially offset by lower raw material and operating costs ($138.7 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 $57.4 million and $83.3 million in 2023 and 2022, respectively.
Winchester
2024 Compared to 2023
Winchester sales were $1,683.6 million for 2024 compared to $1,508.7 million in 2023, an increase of $174.9 million, or 12%. The increase was due to higher sales to domestic and international military customers ($148.9 million) and higher sales to commercial customers ($30.1 million), partially offset by lower sales to law enforcement agencies ($4.1 million). Commercial sales were higher due to 2024 sales from White Flyer, partially offset by lower commercial ammunition sales.
Winchester reported segment income of $237.9 million for 2024 compared to $255.6 million for 2023, a decrease of $17.7 million. The decrease in segment results was due to higher commodity and operating costs ($19.2 million), including propellant costs, and lower product pricing ($10.9 million), partially offset by higher sales volumes ($12.4 million), which includes White Flyer. Winchester segment results included depreciation and amortization expense of $33.8 million and $27.2 million in 2024 and 2023, respectively.
2023 Compared to 2022
Winchester sales were $1,508.7 million for 2023 compared to $1,600.7 million in 2022, a decrease of $92.0 million, or 6%. The decrease was due to lower ammunition sales to commercial customers ($272.6 million) and law enforcement agencies ($7.5 million), partially offset by higher sales to domestic and international military customers ($188.1 million). The lower commercial sales were primarily due to lower volumes, partially offset by fourth quarter 2023 sales from White Flyer.
Winchester reported segment income of $255.6 million for 2023 compared to $372.9 million for 2022, a decrease of $117.3 million. The decrease in segment results was due to lower volumes and an unfavorable product mix ($61.4 million), lower product pricing ($40.0 million), and higher commodity and operating costs ($15.9 million). Winchester segment results included depreciation and amortization expense of $27.2 million and $24.6 million in 2023 and 2022, respectively.
Corporate/Other
2024 Compared to 2023
For the year ended December 31, 2024, charges to income for environmental investigatory and remedial activities were $30.2 million, compared to $23.7 million for the year ended December 31, 2023. These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites. For the year ended December 31, 2023, environmental expense included $6.4 million of insurance recoveries for environmental costs incurred and expensed in prior periods.
For 2024, other corporate and unallocated costs were $90.1 million compared to $106.3 million for 2023, a decrease of $16.2 million, or 15%. The decrease was primarily due to lower stock-based compensation costs ($18.0 million), which includes mark-to-market adjustments and a favorable foreign currency impact ($7.4 million), partially offset by higher consulting costs ($4.9 million) and increased legal and legal-related settlement expenses ($2.9 million).
2023 Compared to 2022
For the years ended December 31, 2023 and 2022, environmental expense included $6.4 million and $1.0 million, respectively, of insurance recoveries for environmental costs incurred and expensed in prior periods. Without these recoveries, charges to income for environmental investigatory and remedial activities for the year ended December 31, 2023, would have been $30.1 million, compared to $24.2 million for the year ended December 31, 2022. These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.
For 2023, other corporate and unallocated costs were $106.3 million compared to $131.5 million for 2022, a decrease of $25.2 million, or 19%. The decrease was primarily due to lower legal and legal-related settlement expenses ($13.8 million), a favorable foreign currency impact ($5.5 million) and lower variable incentive compensation costs ($4.2 million), which includes mark-to-market adjustments on stock-based compensation expense.
Restructurings
On December 11, 2024, we announced we had made the decision to permanently close our Chlorine 3 manufacturing facility in Freeport, TX. We expect to incur additional restructuring charges through 2030 of approximately $35 million related to this action.
As a result of weak global resin demand and higher cost structures within the European region, we began a review of our global Epoxy asset footprint to optimize the most productive and cost-effective assets to support our strategic operating model. As part of this review, we announced operational cessations in the fourth quarter of 2022 and the first half of 2023 (collectively, Epoxy Optimization Plan). In connection with the Epoxy Optimization Plan for the years ended December 31, 2024 and 2023, we recorded pretax restructuring charges of $24.1 million and $73.4 million, respectively. We expect to incur additional restructuring charges through 2025 of approximately $10 million related to these actions.
In 2024 and 2023, we incurred charges of $9.2 million and $16.2 million, respectively, associated with other previously disclosed restructuring plans. We expect to incur additional restructuring charges through 2027 of approximately $35 million related to these actions. Discussion of our restructuring activity, including a description of each plan, is referenced under Item 8, within Note 5, “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.
2025 OUTLOOK
We expect first quarter 2025 operating results from our Chemicals businesses to be lower than the fourth quarter 2024 as we expect both challenging industry conditions and our disciplined market participation to continue. We also expect our Winchester business first quarter 2025 results to decrease sequentially from fourth quarter 2024 due to softer consumer demand compounded by continued inventory destocking efforts by our retail customers. Overall, we expect Olin’s first quarter 2025 operating results to be lower than the fourth quarter 2024 levels.
Other corporate and unallocated costs in 2025 are expected to be higher than the $90.1 million in 2024.
During 2025, we anticipate environmental expenses in the $25 million to $35 million range, compared to $30.2 million in 2024.
We expect non-operating pension income in 2025 to be lower than the $26.0 million in 2024. Based on our plan assumptions and estimates, we will not be required to make any cash contributions to our domestic qualified defined benefit pension plan in 2025. We have several international qualified defined benefit pension plans for which we anticipate cash contributions of less than $5 million in 2025.
In 2025, we currently expect our capital spending to be in the $225 million to $250 million range. We expect 2025 depreciation and amortization expense to be in the $525 million range.
We currently believe the 2025 effective tax rate will be in the 25% to 30% range and our cash tax rate to be in the 60% to 70% range as a result of previously deferred international tax payments expected to be made in 2025.
PENSION AND POSTRETIREMENT BENEFITS
We recorded an after-tax benefit of $21.7 million ($29.7 million pretax) to shareholders’ equity as of December 31, 2024, for our pension and other postretirement plans. This charge primarily reflects a 50-basis point increase in the domestic pension plans’ discount rate and a 20-basis point increase in the international defined benefit pension plans’ discount rate, partially offset by unfavorable performance on plan assets during 2024. In 2023, we recorded an after-tax charge of $13.2 million ($18.1 million pretax) to shareholders’ equity as of December 31, 2023, for our pension and other postretirement plans. This charge primarily reflected a 30-basis point decrease in the domestic pension plans’ discount rate and a 50-basis point decrease in the international defined benefit pension plans’ discount rate, partially offset by a favorable performance on plan assets during 2023. In 2022, we recorded an after-tax benefit of $46.8 million ($72.1 million pretax) to shareholders’ equity as of December 31, 2022, for our pension and other postretirement plans. This benefit primarily reflected a 260-basis point increase in the domestic pension plans’ discount rate and a 230-basis point increase in the international defined benefit pension plans’ discount rate, partially offset by unfavorable performance on plan assets during 2022.
Based on our plan assumptions and estimates, we will not be required to make any cash contributions to the domestic qualified defined benefit pension plan at least through 2025.
In connection with international qualified defined benefit pension plans, we made cash contributions of $1.3 million, $1.0 million and $1.3 million in 2024, 2023 and 2022, respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2025.
At December 31, 2024, the projected benefit obligation of $2,013.4 million exceeded the market value of assets in our qualified defined benefit pension plans by $155.9 million, as calculated under Accounting Standards Codification (ASC) 715 “Compensation—Retirement Benefits”.
Components of net periodic benefit (income) costs were:
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Years ended December 31, |
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2024 |
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2023 |
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2022 |
| Net Periodic Benefit (Income) Costs |
($ in millions) |
| Pension benefits |
$ |
(22.4) |
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|
$ |
(20.7) |
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$ |
(33.0) |
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| Other postretirement benefit costs |
2.1 |
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|
3.1 |
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3.8 |
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The service cost component of net periodic benefit (income) costs related to employees of the operating segments are allocated to the operating segments based on their respective estimated census data.
We have included additional information with respect our defined benefit pension plans and other postretirement benefit plans within Item 8, Note 12, “Pension Plans,” and Note 13, “Postretirement Benefits,” of our notes to consolidated financial statements.
ENVIRONMENTAL MATTERS
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Years ended December 31, |
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2024 |
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2023 |
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2022 |
| Cash Outlays |
($ in millions) |
| Remedial and investigatory spending (charged to reserve) |
$ |
27.3 |
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|
$ |
25.9 |
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|
$ |
24.6 |
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| Capital spending |
1.0 |
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|
1.3 |
|
|
1.5 |
|
| Plant operations (charged to cost of goods sold) |
177.0 |
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|
176.2 |
|
|
178.8 |
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| Total cash outlays |
$ |
205.3 |
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|
$ |
203.4 |
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$ |
204.9 |
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Cash outlays for remedial and investigatory activities associated with former waste sites and past operations were not charged to income but instead were charged to reserves established for such costs identified and expensed to income in prior years. Cash outlays for normal plant operations for the disposal of waste and the operation and maintenance of pollution control equipment and facilities to ensure compliance with mandated and voluntarily imposed environmental quality standards were charged to income.
Total environmental-related cash outlays for 2025 are estimated to be approximately $220 million, of which approximately $25 million to $35 million is expected to be spent on investigatory and remedial efforts, approximately $5 million on capital projects and approximately $175 million on normal plant operations. Historically, we have funded our environmental capital expenditures through cash flow from operations and expect to do so in the future.
Annual environmental-related cash outlays for site investigation and remediation, capital projects and normal plant operations are expected to range between $200 million to $220 million over the next several years, $25 million to $35 million of which is for investigatory and remedial efforts, which are expected to be charged against reserves recorded on our consolidated balance sheet. While we do not anticipate a material increase in the projected annual level of our environmental-related cash outlays for site investigation and remediation, there is always the possibility that such an increase may occur in the future in view of the uncertainties associated with environmental exposures.
Our liabilities for future environmental expenditures were as follows:
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December 31, |
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2024 |
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2023 |
| Environmental Liabilities |
($ in millions) |
| Beginning balance |
$ |
153.6 |
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$ |
146.6 |
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| Charges to income |
30.2 |
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|
30.1 |
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| Remedial and investigatory spending |
(27.3) |
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|
(25.9) |
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| Other |
— |
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2.8 |
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| Ending balance |
$ |
156.5 |
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$ |
153.6 |
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As is common in our industry, we are subject to environmental laws and regulations related to the use, storage, handling, generation, transportation, emission, discharge, disposal and remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which we do business.
The establishment and implementation of national, state or provincial and local standards to regulate air, water and land quality affect substantially all of our manufacturing locations around the world. Laws providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances, and remediation of contaminated sites, have imposed additional regulatory requirements on industry, particularly the chemicals industry. In addition, implementation of environmental laws has required and will continue to require new capital expenditures and will increase plant operating costs. We employ waste minimization and pollution prevention programs at our manufacturing sites.
We are party to various government and private environmental actions associated with past manufacturing facilities and former waste disposal sites. 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. 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 $11.6 million at December 31, 2024. With respect to asserted claims, we accrue liabilities based on remedial investigation, feasibility study, remedial action and operation, maintenance and monitoring (OM&M) expenses that, in our experience, we expect to incur in connection with the asserted claims. Required site OM&M expenses are estimated and accrued in their entirety for required periods not exceeding 30 years, which reasonably approximates the typical duration of long-term site OM&M.
Environmental provisions charged to income, which are included in cost of goods sold, were as follows:
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Years ended December 31, |
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2024 |
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2023 |
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2022 |
| Environmental Expense |
($ in millions) |
| Provisions charged to income |
$ |
30.2 |
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$ |
30.1 |
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$ |
24.2 |
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Insurance recoveries(1) |
— |
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(6.4) |
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(1.0) |
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| Environmental expense |
$ |
30.2 |
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$ |
23.7 |
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$ |
23.2 |
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(1) Insurance recoveries for costs incurred and expensed in prior periods.
These charges relate primarily to remedial and investigatory activities associated with past manufacturing operations and former waste disposal sites and may be material to operating results in future years.
We have included additional information with respect to environmental matters within Item 8, Note 20, “Environmental,” of our notes to consolidated financial statements.
LEGAL MATTERS AND CONTINGENCIES
Please see the discussion of legal matters and contingencies within Item 8, under the heading of “Legal Matters” within Note 22, “Commitments and Contingencies.”
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow Data
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Years ended December 31, |
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2024 |
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2023 |
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2022 |
| Provided by (Used for) |
($ in millions) |
| Net operating activities |
$ |
503.2 |
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$ |
974.3 |
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$ |
1,921.9 |
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| Capital expenditures |
(195.1) |
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(236.0) |
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(236.9) |
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| Business acquired in purchase transaction, net of cash acquired |
— |
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(63.9) |
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— |
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| Payments under other long-term supply contracts |
(58.6) |
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(64.5) |
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(37.7) |
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| Proceeds from disposition of property, plant and equipment |
— |
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28.8 |
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14.9 |
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| Investments in unconsolidated affiliates |
(23.0) |
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— |
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— |
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| Net investing activities |
(283.7) |
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(340.8) |
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(259.7) |
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| Long-term debt borrowings (repayments), net |
169.7 |
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85.9 |
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(201.1) |
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| Common stock repurchased and retired |
(300.3) |
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(711.3) |
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(1,350.7) |
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| Stock options exercised |
23.9 |
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25.4 |
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25.7 |
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| Dividends paid |
(94.2) |
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(101.0) |
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(116.2) |
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| Contributions received from noncontrolling interests |
— |
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44.1 |
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— |
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| Net financing activities |
(212.6) |
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|
(656.9) |
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(1,646.7) |
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Operating Activities
For 2024, cash provided by operating activities decreased by $471.1 million from 2023, primarily due to a decrease in operating results and increased working capital compared to the prior year. For 2024, working capital increased $19.9 million, compared to a decrease of $68.6 million in 2023. Receivables increased by $119.4 million, primarily as a result of the termination of our accounts receivable factoring program. Accounts payable and accrued liabilities increased $72.8 million.
For 2023, cash provided by operating activities decreased by $947.6 million from 2022, primarily due to a decrease in operating results compared with the prior year. For 2023, working capital decreased $68.6 million, compared to a decrease of $65.2 million in 2022. Inventories decreased by $94.4 million from December 31, 2022, primarily due to inventory destocking efforts. A portion of the working capital decrease in 2023 was offset by incremental working capital associated with BWA.
Investing Activities
Capital spending was $195.1 million and $236.0 million in 2024 and 2023, respectively. In 2025, we expect our capital spending to be in the $225 million to $250 million range. Our capital spending forecast represents capital spending to maintain our current operating facilities.
For the year ended December 31, 2024 and 2023, payments of $58.6 million and $64.5 million, respectively, were made under other long-term supply contracts for energy modernization projects on the U.S. Gulf Coast. Our payments for this project were completed in 2024.
For the year ended December 31, 2024, we contributed capital of $23.0 million in an unconsolidated affiliate, Hidrogenii, a joint venture between Plug Power, Inc. and Olin Corporation.
On October 1, 2023, Olin acquired the assets of White Flyer from Reagent for $63.9 million. The acquisition was financed with cash on hand.
For the year ended December 31, 2023, we received $28.5 million of cash proceeds from the sale of our domestic private trucking fleet and operations.
Financing Activities
During 2024 and 2023, activity of our outstanding debt included:
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Long-term Debt Borrowings (Repayments) for the Year Ended December 31, |
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2024 |
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2023 |
| Debt Instruments |
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($ in millions) |
| Borrowings |
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| Senior Revolving Credit Facility |
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$ |
490.0 |
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$ |
375.0 |
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| Receivables Financing Agreements |
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591.9 |
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332.7 |
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| Total borrowings |
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1,081.9 |
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707.7 |
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| Repayments |
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| Variable-rate Go Zone bonds, due 2024 |
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(50.0) |
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— |
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| Variable-rate Recovery Zone bonds, due 2024 |
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(20.0) |
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— |
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| Senior Revolving Credit Facility |
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(388.0) |
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(307.0) |
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| Term Loan Facility |
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(8.8) |
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(8.7) |
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| Receivables Financing Agreements |
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(445.4) |
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(304.2) |
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| Finance leases |
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— |
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(1.9) |
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| Total repayments |
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(912.2) |
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(621.8) |
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| Long-term debt borrowings (repayments), net |
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$ |
169.7 |
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$ |
85.9 |
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In 2024, we paid debt issuance costs of $1.2 million associated with the 2024 Receivables Financing Agreement.
In 2024 and 2023, we repurchased and retired 5.9 million and 13.3 million shares, respectively, of common stock with a total value of $300.3 million and $711.3 million, respectively.
In 2024 and 2023, we issued 0.9 million and 1.0 million shares, respectively, with a total value of $23.9 million and $25.4 million, respectively, representing stock options exercised. For the year ended December 31, 2024, we withheld and paid $10.5 million for employee taxes on share-based payment arrangements.
The percent of total debt to total capitalization increased to 58.0% as of December 31, 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.
For the year ended December 31, 2023, we received $44.1 million of cash contributions from noncontrolling interests for BWA.
Dividends per common share were $0.80 in 2024 and 2023. Total dividends paid on common stock amounted to $94.2 million and $101.0 million in 2024 and 2023, respectively. On February 19, 2025, our Board of Directors declared a dividend of $0.20 per share on our common stock, payable on March 14, 2025, to shareholders of record on March 6, 2025.
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. In the future, our Board of Directors may change our dividend policy, including the frequency or amount of any dividend, in light of then-existing conditions.
Liquidity and Other Financing Arrangements
Our principal sources of liquidity are from cash and cash equivalents, cash flow from operations and borrowings under our Senior Revolving Credit Facility and 2024 Receivables Financing Agreement. Additionally, we believe that we have access to the high yield debt and equity markets.
We maintain a $1,550.0 million senior credit facility (Senior Credit Facility) which includes a senior term loan facility with aggregate commitments of $350.0 million (Term Loan Facility) and a senior revolving credit facility with aggregate commitments of $1,200.0 million (Senior Revolving Credit Facility). The Term Loan Facility requires principal amortization payments which began on March 31, 2023, at a rate of 0.625% per quarter through the end of 2024, increasing to 1.250% per quarter thereafter until maturity. The maturity date for the Senior Credit Facility is October 11, 2027.
The Senior Revolving Credit Facility includes a $100.0 million letter of credit subfacility. At December 31, 2024, we had $1,029.6 million available under our $1,200.0 million Senior Revolving Credit Facility because we had $170.0 million borrowed under the facility and issued $0.4 million of letters of credit. During 2024, we partially 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 December 31, 2024, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured. In the future, our ability to generate sufficient operating cash flows, among other factors, will determine the amounts available to be borrowed under these facilities. As a result of our restrictive covenant related to the net leverage ratio, the maximum additional borrowings available to us could be limited in the future. The limitation, if an amendment or waiver from our lenders is not obtained, could restrict our ability to borrow the maximum amounts available under the Senior Revolving Credit Facility and the 2024 Receivables Financing Agreement. As of December 31, 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 2024 Receivables Financing Agreement, 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 capital expenditure requirements and comply with the financial ratios in our debt agreements.
On December 11, 2024, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $1.3 billion. This program will terminate upon the purchase of $1.3 billion of common stock. On July 28, 2022, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $2.0 billion. This program will terminate upon the purchase of $2.0 billion of common stock.
For the year ended December 31, 2024, 5.9 million shares of common stock have been repurchased and retired at a total value of $300.3 million. As of December 31, 2024, a cumulative total of 25.2 million shares were repurchased and retired at a total value of $1,301.1 million under the 2022 Repurchase Authorization program. As of December 31, 2024, $2.0 billion of common stock remained authorized to be repurchased under the 2022 and 2024 Repurchase Authorization programs.
On November 20, 2024, we entered into a $500.0 million receivables financing agreement (2024 Receivables Financing Agreement) which increased the borrowing limit of our existing $425.0 million receivables financing agreement (2022 Receivables Financing Agreement) by $75.0 million and extended the maturity date from October 14, 2025 to November 19, 2027 (collectively, the “Receivables Financing Agreements”).
Under the Receivables Financing Agreements, our eligible trade receivables are used for collateralized borrowings and continue to be serviced by us. In addition, the Receivables Financing Agreements incorporate the net leverage ratio covenant that is contained in the $1,550.0 million Senior Credit Facility. As of December 31, 2024 and 2023, we had $475.0 million and $328.5 million drawn under the 2024 and 2022 Receivables Financing Agreements, respectively. As of December 31, 2024, $628.3 million of our trade receivables were pledged as collateral and we had $22.1 million of additional borrowing capacity under the 2024 Receivables Financing Agreement, which was limited by our borrowing base. We paid debt issuance costs of $1.2 million associated with the 2024 Receivables Financing Agreement.
As part of the 2024 Receivables Financing Agreement, we terminated our trade accounts receivable factoring arrangements (AR Facilities), under which certain of our domestic and international subsidiaries could sell their accounts receivable. These receivables had qualified for sales treatment under ASC 860 “Transfers and Servicing” and, accordingly, the proceeds were included in net cash provided by operating activities in the consolidated statements of cash flows.
The following table summarizes the AR Facilities activity:
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|
December 31, |
|
2024 |
|
2023 |
| AR Facilities |
($ in millions) |
| Beginning balance |
$ |
63.3 |
|
|
$ |
111.8 |
|
| Gross receivables sold |
552.1 |
|
|
899.0 |
|
| Payments received from customers on sold accounts |
(615.4) |
|
|
(947.5) |
|
| Ending balance |
$ |
— |
|
|
$ |
63.3 |
|
The factoring discount paid under the AR Facilities was recorded as interest expense on the consolidated statements of operations. The factoring discount for the years ended December 31, 2024 and 2023 was $3.0 million and $4.7 million, respectively. The agreements were without recourse and therefore no recourse liability had been recorded as of December 31, 2023.
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
We receive ratings from three independent credit rating agencies: Fitch Ratings (Fitch), Moody's Investor Service (Moody's) and Standard & Poor's (S&P). The following table summarizes our credit ratings as of January 31, 2025:
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| Credit Ratings |
|
Long-term Rating |
|
Outlook |
| Fitch Ratings |
|
BBB- |
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Stable |
| Moody’s Investors Service |
|
Ba1 |
|
Stable |
| 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.
Contractual Obligations
Our current debt structure is used to fund our business operations. As of December 31, 2024, we had long-term borrowings, including the current installment, of $2,842.2 million, of which $1,063.4 million was at variable rates. We expect to meet our contractual obligations through our normal sources of liquidity and believe we have the financial resources to satisfy these contractual obligations.
We have several defined benefit pension and defined contribution plans, as described in Note 12, “Pension Plans,” and Note 16, “Defined Contribution Plans,” in the notes to consolidated financial statements, contained in Item 8. We fund the defined benefit pension plans based on the minimum amounts required by law plus such amounts we deem appropriate. Given the inherent uncertainty as to actual minimum funding requirements for qualified defined benefit pension plans, no amounts are included in this table for any period beyond one year for the domestic qualified defined benefit plan. Based on the current funding requirements, we will not be required to make any cash contributions to the domestic qualified defined benefit pension plan at least through 2025. We also have postretirement healthcare plans that provide health and life insurance benefits to certain retired employees and their beneficiaries, as described in Note 13, “Postretirement Benefits,” in the notes to consolidated financial statements contained in Item 8. The defined contribution and other postretirement plans are not prefunded, and expenses are paid by us as incurred.
Our long-term contractual commitments associated with debt, contingent tax liabilities, pension and other postretirement benefits consisted of the following:
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| |
Payments Due by Period |
|
Less than 1 Year |
|
1-3 Years |
|
3-5 Years |
|
More than 5 Years |
|
Total |
| Contractual Commitments |
($ in millions) |
Debt obligations(1) |
$ |
129.0 |
|
|
$ |
1,460.0 |
|
|
$ |
669.3 |
|
|
$ |
598.3 |
|
|
$ |
2,856.6 |
|
Interest payments under debt obligations(2) |
153.2 |
|
|
277.6 |
|
|
120.5 |
|
|
24.9 |
|
|
576.2 |
|
| Contingent tax liability |
10.7 |
|
|
8.9 |
|
|
2.7 |
|
|
1.3 |
|
|
23.6 |
|
|
|
|
|
|
|
|
|
|
|
International qualified pension plan payments(3) |
9.8 |
|
|
18.4 |
|
|
19.9 |
|
|
207.1 |
|
|
255.2 |
|
| Non-qualified pension plan payments |
0.4 |
|
|
0.8 |
|
|
0.8 |
|
|
1.5 |
|
|
3.5 |
|
| Postretirement benefit payments |
2.6 |
|
|
4.1 |
|
|
3.7 |
|
|
16.3 |
|
|
26.7 |
|
| Total |
$ |
305.7 |
|
|
$ |
1,769.8 |
|
|
$ |
816.9 |
|
|
$ |
849.4 |
|
|
$ |
3,741.8 |
|
(1)Excludes unamortized debt issuance costs and unamortized bond original issue discount of $14.4 million at December 31, 2024. All debt obligations are assumed to be held until maturity.
(2)For the purposes of this table, we have assumed for all periods presented that there are no changes in the interest rates from those in effect at December 31, 2024, which ranged from 5.0% to 9.5%.
(3)These amounts are only estimated benefit payments for our foreign qualified pension plans, assuming a weighted average annual expected rate of return on pension plan assets of 4.3% and a discount rate on pension plan obligations of 3.4%. These estimated payments are subject to significant variation and the actual payments may be more than the amounts estimated. In connection with international qualified defined benefit pension plans we made cash contributions of $1.3 million, $1.0 million and $1.3 million in 2024, 2023 and 2022, respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2025.
Non-cancelable operating leases and purchasing commitments are utilized in our normal course of business for our projected needs. Our operating lease commitments as described in Item 8, Note 21, “Leases,” are primarily for railcars, but also include logistics, manufacturing, storage, real estate, and information technology assets. Virtually none of our lease agreements contain escalation clauses or step rent provisions. We also have supply contracts with various third parties for certain raw materials, including ethylene, electricity, propylene and cumene. These contracts have initial terms ranging from several to 20 years. Our long-term contractual commitments associated with operating leases and purchasing commitments consisted of the following:
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| |
Payments Due by Period |
|
Less than 1 Year |
|
1-3 Years |
|
3-5 Years |
|
More than 5 Years |
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Total |
| Lease and Purchase Commitments |
($ in millions) |
| Lease Commitments |
|
|
|
|
|
|
|
|
|
| Operating leases |
$ |
75.4 |
|
|
$ |
108.8 |
|
|
$ |
77.3 |
|
|
$ |
107.3 |
|
|
$ |
368.8 |
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|
|
|
|
|
|
|
|
|
| Purchase Commitments |
|
|
|
|
|
|
|
|
|
| Raw materials / utilities |
592.4 |
|
|
966.4 |
|
|
862.1 |
|
|
2,490.5 |
|
|
4,911.4 |
|
| Capital expenditures |
44.2 |
|
|
— |
|
|
— |
|
|
— |
|
|
44.2 |
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|
|
|
|
|
|
|
|
|
|
| Total purchase commitments |
$ |
636.6 |
|
|
$ |
966.4 |
|
|
$ |
862.1 |
|
|
$ |
2,490.5 |
|
|
$ |
4,955.6 |
|
Other Guarantees
We also have standby letters of credit outstanding of $166.8 million of which $0.4 million have been issued under our Senior Revolving Credit Facility. The letters of credit were used to support certain long-term debt, workers compensation insurance policies, plant closure and post-closure obligations, international payment obligations and international pension funding requirements.
CRITICAL ACCOUNTING ESTIMATES
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets and liabilities. Significant estimates in our consolidated financial statements include goodwill recoverability, environmental, restructuring and other unusual items, litigation, income tax reserves including deferred tax asset valuation allowances, pension, postretirement and other benefits and allowance for doubtful accounts.
We base our estimates on prior experience, current facts and circumstances and other assumptions. Actual results may differ from these estimates.
We believe the following critical accounting estimates are the more significant judgments used in the preparation of the consolidated financial statements.
Goodwill
Goodwill is not amortized, but is reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred. ASC 350 “Intangibles—Goodwill and Other” permits entities to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying a quantitative goodwill impairment test. Circumstances that are considered as part of the qualitative assessment and could trigger a quantitative impairment test include, but are not limited to: a significant adverse change in the business climate; a significant adverse legal judgment; adverse cash flow trends; an adverse action or assessment by a government agency; unanticipated competition; sustained decline in our stock price; and a significant restructuring charge within a reporting unit. We define reporting units at the business segment level or one level below the business segment level. For purposes of testing goodwill for impairment, goodwill has been allocated to our reporting units to the extent it relates to each reporting unit.
It is our practice, at a minimum, to perform a quantitative goodwill impairment test in the fourth quarter every three years. In the fourth quarter of 2023, we performed our triennial quantitative goodwill impairment test for our reporting units. We use a discounted cash flow approach to develop the estimated fair value of a reporting unit when a quantitative review is performed. Management judgment is required in developing the assumptions for the discounted cash flow model. We also corroborate our discounted cash flow analysis by evaluating a market-based approach that considers earnings before interest, taxes, depreciation and amortization (EBITDA) multiples from a representative sample of comparable public companies. As a further indicator that each reporting unit has been valued appropriately using a discounted cash flow model, the aggregate fair value of all reporting units is reconciled to the total market value of Olin. An impairment would be recorded if the carrying amount of a reporting unit exceeded the estimated fair value. Based on the aforementioned analysis, the estimated fair value of our reporting units exceeded the carrying value of the reporting units.
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. The discount rate, profitability assumptions and terminal growth rate of our reporting units and the supply and demand fundamentals of the chlor alkali industry are material assumptions utilized in the discounted cash flow model used to estimate the fair value of each reporting unit. The discount rate reflects a weighted-average cost of capital, which is calculated, in part based on observable market data. Some of this data (such as the risk free or treasury rate and the pretax cost of debt) are based on the market data at a point in time. Other data (such as the equity risk premium) are based upon market data over time for a peer group of companies in the chemical manufacturing or distribution industries with a market capitalization premium added, as applicable. Also factoring into the discount rate is a market participant’s perceived risk (such as the company specific risk premium) in the valuation implied by the sustained reduction in our stock price.
The discounted cash flow analysis requires estimates, assumptions and judgments about future events. Our analysis uses our internally generated long-range plan. Specifically, the assumptions in our long-range plan about terminal growth rates, forecasted capital expenditures and changes in future working capital requirements are used to determine the estimated fair value of each reporting unit. The long-range plan reflects management judgment, supplemented by independent chemical industry analyses which provide multi-year chlor alkali industry operating and pricing forecasts.
As a further indicator that each reporting unit has been valued appropriately using a discounted cash flow model, the aggregate fair value of all reporting units is reconciled to the total market value of Olin. We believe the assumptions used in our goodwill impairment analysis are appropriate and result in reasonable estimates of the implied fair value of each reporting unit. However, given the economic environment and the uncertainties regarding the impact on our business, there can be no assurance that our estimates and assumptions, made for purposes of our goodwill impairment testing, will prove to be an accurate prediction of the future.
Environmental
Accruals (charges to income) for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. These amounts, which are not discounted and are exclusive of claims against third parties, are adjusted periodically as assessments and remediation efforts progress or additional technical or legal information becomes available. Environmental costs are capitalized if the costs increase the value of the property and/or mitigate or prevent contamination from future operations. Environmental costs and recoveries are included in costs of goods sold.
Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting from investigatory studies, advances in technology, changes in environmental laws and regulations and their application, changes in regulatory authorities, the scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other potentially responsible parties (PRPs) and our ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs. It is possible that some of these matters (the outcomes of which are subject to various uncertainties) may be resolved unfavorably to us, which could materially adversely affect our financial position, cash flows or results of operations.
NEW ACCOUNTING PRONOUNCEMENTS
Discussion of new accounting pronouncements can be referred to under Item 8, within Note 3, “Recent Accounting Pronouncements.”
DERIVATIVE FINANCIAL INSTRUMENTS
We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing and financing activities and our operations that use foreign currencies. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks. ASC 815 “Derivatives and Hedging” (ASC 815) requires an entity to recognize all derivatives as either assets or liabilities in the consolidated balance sheets and measure those instruments at fair value. In accordance with ASC 815, we designate derivative contracts as cash flow hedges of forecasted purchases of commodities and forecasted interest payments related to variable-rate borrowings and designate certain interest rate swaps as fair value hedges of fixed-rate borrowings. We do not enter into any derivative instruments for trading or speculative purposes.
Energy costs, including electricity and natural gas, and certain raw materials used in our production processes are subject to price volatility. Depending on market conditions, we may enter into futures contracts, forward contracts, commodity swaps and put and call option contracts in order to reduce the impact of commodity price fluctuations. The majority of our commodity derivatives expire within one year.
For derivative instruments that are designated and qualify as a cash flow hedge, the change in fair value of the derivative is recognized as a component of other comprehensive income (loss) until the hedged item is recognized in earnings.
We use cash flow hedges for certain raw material and energy costs such as copper, zinc, ethane, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations associated with forecasted purchases of raw materials and energy used in our manufacturing process. Settlements on commodity derivative contracts resulted in (losses) gains of $(30.6) million, $(72.5) million, and $58.2 million in 2024, 2023, and 2022, respectively, which were included in cost of goods sold. At December 31, 2024, we had open derivative notional contract positions through 2028 totaling $204.5 million. If all open futures contracts had been settled on December 31, 2024, we would have recognized a pretax gain of $10.2 million.
If commodity prices were to remain at December 31, 2024 levels, approximately $6.5 million of deferred gains, net of tax, would be reclassified into earnings during the next twelve months. The actual effect on earnings will be dependent on actual commodity prices when the forecasted transactions occur.
We use interest rate swaps as a means of minimizing cash flow fluctuations that may arise from volatility in interest rates of our variable-rate borrowings. We also use interest rate swaps as a means of managing interest expense and floating interest rate exposure to optimal levels. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings. We include the gain or loss on the hedged items (fixed-rate borrowings) in the same line item, interest expense, as the offsetting loss or gain on the related interest rate swaps. There were no outstanding interest rate swaps at December 31, 2024 and 2023.
We actively manage currency exposures that are associated with net monetary asset positions, currency purchases and sales commitments denominated in foreign currencies and foreign currency denominated assets and liabilities created in the normal course of business. We enter into forward sales and purchase contracts to manage currency risk to offset our net exposures, by currency, related to the foreign currency denominated monetary assets and liabilities of our operations. All of the currency derivatives expire within one year and are for USD equivalents. The counterparties to the forward contracts are large financial institutions; however, the risk of loss to us in the event of nonperformance by a counterparty could impact our financial position or results of operations. We had the following notional amounts of outstanding forward contracts to buy and sell foreign currency:
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|
December 31, |
|
2024 |
|
2023 |
| Foreign Currency |
($ in millions) |
| Buy |
— |
|
|
21.0 |
|
| Sell |
133.7 |
|
|
140.2 |
|
Our foreign currency forward contracts and certain commodity derivatives did not meet the criteria to qualify for hedge accounting. The effect on operating results of items not qualifying for hedge accounting was a gain (loss) of $17.0 million, $(15.7) million and $(27.3) million in 2024, 2023 and 2022, respectively.
The fair value of our derivative asset and liability balances were:
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|
|
|
December 31, |
|
2024 |
|
2023 |
| Derivative Assets and Liabilities |
($ in millions) |
| Other current assets |
$ |
14.5 |
|
|
$ |
2.1 |
|
| Other assets |
2.0 |
|
|
3.2 |
|
| Total derivative asset |
$ |
16.5 |
|
|
$ |
5.3 |
|
| Accrued liabilities |
$ |
3.3 |
|
|
$ |
31.9 |
|
| Other liabilities |
0.4 |
|
|
0.5 |
|
| Total derivative liability |
$ |
3.7 |
|
|
$ |
32.4 |
|
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing and financing activities and our operations that use foreign currencies. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks.
Energy costs, including electricity and natural gas, and certain raw materials used in our production processes are subject to price volatility. Depending on market conditions, we may enter into futures contracts, forward contracts, commodity swaps and put and call option contracts in order to reduce the impact of commodity price fluctuations. As of December 31, 2024, we maintained open positions on commodity contracts with a notional value totaling $204.5 million ($191.0 million at December 31, 2023). Assuming a hypothetical 10% increase in commodity prices, which are currently hedged, as of December 31, 2024, we would experience a $20.5 million ($19.1 million at December 31, 2023) increase in our cost of inventory purchased, which would be substantially offset by a corresponding increase in the value of related hedging instruments.
We transact business in various foreign currencies other than the USD which exposes us to movements in exchange rates which may impact revenue and expenses, assets and liabilities and cash flows. Our significant foreign currency exposure is denominated with European currencies, primarily the Euro, although exposures also exist in other currencies of Asia Pacific, Latin America, Middle East and Africa. For all derivative positions, we evaluated the effects of a 10% shift in exchange rates between those currencies and the USD, holding all other assumptions constant. Unfavorable currency movements of 10% would negatively affect the fair values of the derivatives held to hedge currency exposures by $13.4 million ($16.1 million at December 31, 2023). These unfavorable changes would generally have been offset by favorable changes in the values of the underlying exposures.
We are exposed to changes in interest rates primarily as a result of our investing and financing activities. Our current debt structure is used to fund business operations, and commitments from banks under our Senior Revolving Credit Facility and 2024 Receivables Financing Agreement are sources of liquidity. As of December 31, 2024, we had long-term borrowings, including current installments of long-term debt and finance lease obligations, of $2,842.2 million ($2,670.1 million at December 31, 2023) of which $1,063.4 million ($893.7 million at December 31, 2023) was issued at variable rates. Included within long-term borrowings on the consolidated balance sheets were deferred debt issuance costs and unamortized bond original issue discount.
Assuming no changes in the $1,063.4 million of variable-rate debt levels from December 31, 2024, we estimate that a hypothetical change of 100-basis points in the secured overnight financing rate (SOFR) from 2024 would impact annual interest expense by $10.6 million.
If the actual changes in commodities, foreign currency or interest pricing are substantially different than expected, the net impact of commodity risk, foreign currency risk or interest rate risk on our cash flow may be materially different than that disclosed above.
We do not enter into any derivative financial instruments for speculative purposes.
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This report includes forward-looking statements. These statements relate to analyses and other information that are based on management’s beliefs, certain assumptions made by management, forecasts of future results and current expectations, estimates and projections about the markets and economy in which we and our various segments operate. The statements contained in this report that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.
We have used the words “anticipate,” “intend,” “may,” “expect,” “believe,” “should,” “plan,” “outlook,” “project,” “estimate,” “forecast,” “optimistic,” “target,” and variations of such words and similar expressions in this annual report to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company’s intent to repurchase, from time to time, the Company’s common stock. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise. 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 conditions, our capital requirements and other factors deemed relevant by our Board of Directors. In the future, our Board of Directors may change our dividend policy, including the frequency or amount of any dividend, in light of then-existing conditions.
The risks, uncertainties and assumptions involved in our forward-looking statements include those discussed under Item 1A—“Risk Factors.” You should consider all of our forward-looking statements in light of these factors. In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of our forward-looking statements.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Olin Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. Olin’s internal control system was designed to provide reasonable assurance to the company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation, and may not prevent or detect all misstatements.
The management of Olin Corporation has assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2024. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) to guide our analysis and assessment. Based on our assessment as of December 31, 2024, the company’s internal control over financial reporting was effective based on those criteria.
Our independent registered public accountants, KPMG LLP, have audited and issued a report on our internal control over financial reporting, which appears in this Form 10-K.
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/s/ Kenneth Lane |
Kenneth Lane |
President and Chief Executive Officer |
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/s/ Todd A. Slater |
Todd A. Slater |
| Senior Vice President and Chief Financial Officer |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors
Olin Corporation:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Olin Corporation and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of Environmental Obligations
As discussed in notes 2 and 20 to the consolidated financial statements, the Company has recorded liabilities for future environmental expenditures of $156.5 million as of December 31, 2024. The Company accrues a liability for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based upon current law and existing technologies. The liability is adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available.
We identified the evaluation of environmental liabilities as a critical audit matter. This required challenging auditor judgment due to the nature of the estimate and assumptions, including judgments in determining required remediation activities designed to consider future events and uncertainties and the time period over which remediation activities will occur.
The following are the primary procedures that we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to estimate environmental obligations, including controls related to the monitoring of the liability as compared to remedial activities required by regulatory authorities. We involved an environmental professional with specialized skills and knowledge who assisted in evaluating the Company’s planned remediation activities for certain sites, the time period over which remediation will occur, and changes in the liability and assumptions from those used in the prior period, including comparing the Company’s planned remediation activities to those communicated to regulatory authorities and to those commonly observed in conducting remediation.
/s/ KPMG LLP
We have served as the Company’s auditor since 1954.
St. Louis, Missouri
February 20, 2025
OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
Consolidated Balance Sheets
(In millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| Assets |
2024 |
|
2023 |
| Current assets: |
|
|
|
| Cash and cash equivalents |
$ |
175.6 |
|
|
$ |
170.3 |
|
| Receivables, net |
1,007.8 |
|
|
874.7 |
|
| Income taxes receivable |
11.5 |
|
|
15.3 |
|
| Inventories, net |
823.5 |
|
|
858.8 |
|
| Other current assets |
61.4 |
|
|
54.1 |
|
| Total current assets |
2,079.8 |
|
|
1,973.2 |
|
| Property, plant and equipment, net |
2,328.4 |
|
|
2,519.6 |
|
| Operating lease assets, net |
302.2 |
|
|
344.7 |
|
| Deferred income taxes |
53.4 |
|
|
87.4 |
|
| Other assets |
1,185.1 |
|
|
1,118.5 |
|
| Intangible assets, net |
206.6 |
|
|
245.8 |
|
| Goodwill |
1,423.6 |
|
|
1,424.0 |
|
| Total assets |
$ |
7,579.1 |
|
|
$ |
7,713.2 |
|
| Liabilities and Shareholders’ Equity |
|
|
|
| Current liabilities: |
|
|
|
| Current installments of long-term debt |
$ |
129.0 |
|
|
$ |
78.8 |
|
| Accounts payable |
861.6 |
|
|
775.4 |
|
| Income taxes payable |
141.3 |
|
|
154.7 |
|
| Current operating lease liabilities |
64.8 |
|
|
69.3 |
|
| Accrued liabilities |
435.5 |
|
|
450.0 |
|
| Total current liabilities |
1,632.2 |
|
|
1,528.2 |
|
| Long-term debt |
2,713.2 |
|
|
2,591.3 |
|
| Operating lease liabilities |
243.2 |
|
|
283.1 |
|
| Accrued pension liability |
197.7 |
|
|
225.8 |
|
| Deferred income taxes |
430.5 |
|
|
476.2 |
|
| Other liabilities |
306.9 |
|
|
340.3 |
|
| Total liabilities |
5,523.7 |
|
|
5,444.9 |
|
| Commitments and contingencies |
|
|
|
| Shareholders’ equity: |
|
|
|
| Common stock, $1.00 par value per share: |
|
|
|
| Authorized, 240.0 shares; issued and outstanding, 115.7 and 120.2 shares |
115.7 |
|
|
120.2 |
|
| Additional paid-in capital |
— |
|
|
24.8 |
|
| Accumulated other comprehensive loss |
(450.1) |
|
|
(496.3) |
|
| Retained earnings |
2,357.5 |
|
|
2,583.7 |
|
| Olin Corporation’s shareholders’ equity |
2,023.1 |
|
|
2,232.4 |
|
| Noncontrolling interests |
32.3 |
|
|
35.9 |
|
| Total equity |
2,055.4 |
|
|
2,268.3 |
|
| Total liabilities and equity |
$ |
7,579.1 |
|
|
$ |
7,713.2 |
|
The accompanying notes to consolidated financial statements are an integral part of the consolidated financial statements.
OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Operations
(In millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
2024 |
|
2023 |
|
2022 |
| Sales |
$ |
6,540.1 |
|
|
$ |
6,833.0 |
|
|
$ |
9,376.2 |
|
| Operating expenses: |
|
|
|
|
|
| Cost of goods sold |
5,802.6 |
|
|
5,667.5 |
|
|
7,194.3 |
|
| Selling and administrative |
408.5 |
|
|
406.7 |
|
|
393.9 |
|
| Restructuring charges |
33.3 |
|
|
89.6 |
|
|
25.3 |
|
| Other operating income |
0.8 |
|
|
42.9 |
|
|
16.3 |
|
| Operating income |
296.5 |
|
|
712.1 |
|
|
1,779.0 |
|
| Interest expense |
184.5 |
|
|
181.1 |
|
|
143.9 |
|
| Interest income |
3.7 |
|
|
4.3 |
|
|
2.2 |
|
| Non-operating pension income |
26.0 |
|
|
24.0 |
|
|
38.7 |
|
| Income before taxes |
141.7 |
|
|
559.3 |
|
|
1,676.0 |
|
| Income tax provision |
36.7 |
|
|
107.3 |
|
|
349.1 |
|
| Net income |
105.0 |
|
|
452.0 |
|
|
1,326.9 |
|
| Net loss attributable to noncontrolling interests |
(3.6) |
|
|
(8.2) |
|
|
— |
|
| Net income attributable to Olin Corporation |
$ |
108.6 |
|
|
$ |
460.2 |
|
|
$ |
1,326.9 |
|
|
|
|
|
|
|
| Net income attributable to Olin Corporation per common share: |
|
|
|
|
|
| Basic |
$ |
0.92 |
|
|
$ |
3.66 |
|
|
$ |
9.16 |
|
| Diluted |
$ |
0.91 |
|
|
$ |
3.57 |
|
|
$ |
8.94 |
|
| Average common shares outstanding: |
|
|
|
|
|
| Basic |
117.8 |
|
|
125.9 |
|
|
144.9 |
|
| Diluted |
119.5 |
|
|
128.8 |
|
|
148.5 |
|
The accompanying notes to consolidated financial statements are an integral part of the consolidated financial statements.
OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
2024 |
|
2023 |
|
2022 |
| Net income |
$ |
105.0 |
|
|
$ |
452.0 |
|
|
$ |
1,326.9 |
|
| Other comprehensive income (loss), net of tax: |
|
|
|
|
|
| Foreign currency translation |
(6.2) |
|
|
(1.1) |
|
|
(27.7) |
|
| Cash flow hedges |
26.2 |
|
|
14.1 |
|
|
(55.3) |
|
| Pension and postretirement benefits |
26.2 |
|
|
(13.4) |
|
|
75.1 |
|
| Total other comprehensive income (loss), net of tax |
46.2 |
|
|
(0.4) |
|
|
(7.9) |
|
| Comprehensive income |
151.2 |
|
|
451.6 |
|
|
1,319.0 |
|
| Comprehensive loss attributable to noncontrolling interests |
(3.6) |
|
|
(8.2) |
|
|
— |
|
| Comprehensive income attributable to Olin Corporation |
$ |
154.8 |
|
|
$ |
459.8 |
|
|
$ |
1,319.0 |
|
The accompanying notes to consolidated financial statements are an integral part of the consolidated financial statements.
OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Shareholders’ Equity
(In millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
2024 |
|
2023 |
|
2022 |
| Common Stock |
|
|
|
|
|
| Balance at beginning of year |
$ |
120.2 |
|
|
$ |
132.3 |
|
|
$ |
156.8 |
|
| Common stock repurchased and retired |
(5.9) |
|
|
(13.3) |
|
|
(25.7) |
|
| Common stock issued for: |
|
|
|
|
|
| Stock options exercised |
0.9 |
|
|
1.0 |
|
|
1.1 |
|
| Other transactions |
0.5 |
|
|
0.2 |
|
|
0.1 |
|
| Balance at end of year |
115.7 |
|
|
120.2 |
|
|
132.3 |
|
| Additional Paid-In Capital |
|
|
|
|
|
| Balance at beginning of year |
24.8 |
|
|
682.7 |
|
|
1,969.6 |
|
| Common stock repurchased and retired |
(53.8) |
|
|
(698.0) |
|
|
(1,325.0) |
|
| Common stock issued for: |
|
|
|
|
|
| Stock options exercised |
23.0 |
|
|
24.4 |
|
|
24.6 |
|
| Other transactions |
(3.4) |
|
|
1.6 |
|
|
3.0 |
|
| Stock-based compensation |
9.4 |
|
|
14.1 |
|
|
10.5 |
|
| Balance at end of year |
— |
|
|
24.8 |
|
|
682.7 |
|
| Accumulated Other Comprehensive Loss |
|
|
|
|
|
| Balance at beginning of year |
(496.3) |
|
|
(495.9) |
|
|
(488.0) |
|
| Other comprehensive income (loss), net of tax |
46.2 |
|
|
(0.4) |
|
|
(7.9) |
|
| Balance at end of year |
(450.1) |
|
|
(496.3) |
|
|
(495.9) |
|
| Retained Earnings |
|
|
|
|
|
| Balance at beginning of year |
2,583.7 |
|
|
2,224.5 |
|
|
1,013.8 |
|
| Net income |
108.6 |
|
|
460.2 |
|
|
1,326.9 |
|
| Common stock dividends paid |
(94.2) |
|
|
(101.0) |
|
|
(116.2) |
|
| Common stock repurchased and retired |
(240.6) |
|
|
— |
|
|
— |
|
| Balance at end of year |
2,357.5 |
|
|
2,583.7 |
|
|
2,224.5 |
|
| Olin Corporation’s Shareholders’ Equity |
2,023.1 |
|
|
2,232.4 |
|
|
2,543.6 |
|
|
|
|
|
|
|
| Noncontrolling Interests |
|
|
|
|
|
| Balance at beginning of year |
35.9 |
|
|
— |
|
|
— |
|
| Net loss attributable to noncontrolling interest |
(3.6) |
|
|
(8.2) |
|
|
— |
|
| Contributions from noncontrolling interests |
— |
|
|
44.1 |
|
|
— |
|
| Balance at end of year |
32.3 |
|
|
35.9 |
|
|
— |
|
| Total Equity |
$ |
2,055.4 |
|
|
$ |
2,268.3 |
|
|
$ |
2,543.6 |
|
|
|
|
|
|
|
| Dividends declared per share of common stock |
$ |
0.80 |
|
|
$ |
0.80 |
|
|
$ |
0.80 |
|
The accompanying notes to consolidated financial statements are an integral part of the consolidated financial statements.
OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Cash Flows
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2024 |
|
2023 |
|
2022 |
| Operating Activities |
|
|
|
|
|
| Net income |
$ |
105.0 |
|
|
$ |
452.0 |
|
|
$ |
1,326.9 |
|
| Adjustments to reconcile net income to net cash and cash equivalents provided by (used for) operating activities: |
|
|
|
|
|
| Depreciation and amortization |
518.1 |
|
|
533.4 |
|
|
598.8 |
|
| Gains on disposition of property, plant and equipment |
— |
|
|
(27.0) |
|
|
(13.0) |
|
| Stock-based compensation |
17.1 |
|
|
18.6 |
|
|
14.1 |
|
| Write-off of equipment and facility included in restructuring charges |
— |
|
|
17.7 |
|
|
— |
|
| Deferred income taxes |
(33.7) |
|
|
(55.6) |
|
|
(32.4) |
|
| Qualified pension plan contributions |
(1.3) |
|
|
(1.1) |
|
|
(1.3) |
|
| Qualified pension plan income |
(23.3) |
|
|
(21.0) |
|
|
(33.1) |
|
| Change in assets and liabilities: |
|
|
|
|
|
| Receivables |
(119.4) |
|
|
65.4 |
|
|
160.8 |
|
| Income taxes receivable/payable |
(1.6) |
|
|
45.8 |
|
|
(2.9) |
|
| Inventories |
25.9 |
|
|
94.4 |
|
|
(86.3) |
|
| Other current assets |
2.4 |
|
|
(3.1) |
|
|
15.9 |
|
| Accounts payable and accrued liabilities |
72.8 |
|
|
(133.9) |
|
|
(22.3) |
|
| Other assets |
(28.4) |
|
|
(23.4) |
|
|
(2.6) |
|
| Other noncurrent liabilities |
(35.1) |
|
|
15.8 |
|
|
(0.7) |
|
| Other operating activities |
4.7 |
|
|
(3.7) |
|
|
— |
|
| Net operating activities |
503.2 |
|
|
974.3 |
|
|
1,921.9 |
|
| Investing Activities |
|
|
|
|
|
| Capital expenditures |
(195.1) |
|
|
(236.0) |
|
|
(236.9) |
|
| Business acquired in purchase transaction, net of cash acquired |
— |
|
|
(63.9) |
|
|
— |
|
| Payments under other long-term supply contracts |
(58.6) |
|
|
(64.5) |
|
|
(37.7) |
|
| Proceeds from disposition of property, plant and equipment |
— |
|
|
28.8 |
|
|
14.9 |
|
| Investments in unconsolidated affiliates |
(23.0) |
|
|
— |
|
|
— |
|
| Other investing activities |
(7.0) |
|
|
(5.2) |
|
|
— |
|
| Net investing activities |
(283.7) |
|
|
(340.8) |
|
|
(259.7) |
|
| Financing Activities |
|
|
|
|
|
| Long-term debt: |
|
|
|
|
|
| Borrowings |
1,081.9 |
|
|
707.7 |
|
|
415.0 |
|
| Repayments |
(912.2) |
|
|
(621.8) |
|
|
(616.1) |
|
| Common stock repurchased and retired |
(300.3) |
|
|
(711.3) |
|
|
(1,350.7) |
|
| Stock options exercised |
23.9 |
|
|
25.4 |
|
|
25.7 |
|
| Employee taxes paid for share-based payment arrangements |
(10.5) |
|
|
— |
|
|
— |
|
| Dividends paid |
(94.2) |
|
|
(101.0) |
|
|
(116.2) |
|
| Debt issuance costs |
(1.2) |
|
|
— |
|
|
(4.4) |
|
| Contributions received from noncontrolling interests |
— |
|
|
44.1 |
|
|
— |
|
| Net financing activities |
(212.6) |
|
|
(656.9) |
|
|
(1,646.7) |
|
| Effect of exchange rate changes on cash and cash equivalents |
(1.6) |
|
|
(0.3) |
|
|
(2.0) |
|
| Net increase (decrease) in cash and cash equivalents |
5.3 |
|
|
(23.7) |
|
|
13.5 |
|
| Cash and cash equivalents, beginning of year |
170.3 |
|
|
194.0 |
|
|
180.5 |
|
| Cash and cash equivalents, end of year |
$ |
175.6 |
|
|
$ |
170.3 |
|
|
$ |
194.0 |
|
|
|
|
|
|
|
| Cash paid for interest and income taxes: |
|
|
|
|
|
| Interest, net |
$ |
180.9 |
|
|
$ |
176.8 |
|
|
$ |
141.7 |
|
| Income taxes, net of refunds |
105.7 |
|
|
111.7 |
|
|
356.6 |
|
The accompanying notes to consolidated financial statements are an integral part of the consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF BUSINESS
Olin Corporation (Olin) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO. We are a leading vertically integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. Our operations are concentrated in three business segments: 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 formulated solutions products such as converted epoxy resins and additives. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, industrial cartridges, and clay targets.
NOTE 2. ACCOUNTING POLICIES
The preparation of the consolidated financial statements requires estimates and assumptions that affect amounts reported and disclosed in the financial statements and related notes. Actual results could differ from those estimates.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States.
Principles of Consolidation
The consolidated financial statements include the accounts of Olin and all majority-owned subsidiaries. Investments in affiliates where Olin does not exercise control are accounted for using the equity method of accounting. Accordingly, we include only our share of earnings or losses of these affiliates in consolidated net income (loss).
On January 10, 2023, Blue Water Alliance (BWA), our joint venture with Mitsui & Co., Ltd. (Mitsui), began operations. BWA is an independent global trader of Electrochemical Unit (ECU)-based derivatives, focused on globally traded caustic soda and ethylene dichloride. Olin holds 51% interest and exercises control in BWA, and the joint venture is included in our consolidated financial statements in our Chlor Alkali Products and Vinyls segment, with Mitsui’s 49% interest in BWA classified as noncontrolling interest. All intercompany accounts and transactions are eliminated in consolidation.
Revenue Recognition
We derive our revenues primarily from the manufacturing and delivery of goods to customers. Revenues are recognized on sales of goods at the time when control of those goods is transferred to our customers at an amount that reflects the consideration to which we expect to be entitled in exchange for those goods. We primarily sell our goods directly to customers, and to a lesser extent, through distributors. Payment terms are typically 30 to 90 days from date of invoice. Our contracts do not typically have a significant financing component. Right to payment is determined at the point in time in which control has transferred to the customer.
A performance obligation is a promise in a contract to transfer a distinct good to the customer. At contract inception, we assess the goods promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a good (or bundle of goods) that is distinct. A contract’s transaction price is based on the price stated in the contract and allocated to each distinct performance obligation and revenue is recognized when the performance obligation is satisfied. Substantially all of our contracts have a single distinct performance obligation or multiple performance obligations which are distinct and represent individual promises within the contract. Substantially all of our performance obligations are satisfied at a single point in time, when control is transferred, which is generally upon shipment or delivery as stated in the contract terms. In some instances, primarily related to governmental contracts within our Winchester business, we recognize revenue over-time as control of the promised goods or services is being transferred to the customer using the cost-to-cost method of accounting. We believe this is an appropriate measure of progress toward satisfaction of performance obligations as this measure most accurately depicts the progress of our work and transfer of control to our customers. For the years ended December 31, 2024, 2023 and 2022, revenue recognized over time represented $206.5 million, $104.8 million and $57.8 million, respectively.
All taxes assessed by governmental authorities that are both imposed on and concurrent with our revenue-producing transactions and collected from our customers are excluded from the measurement of the transaction price. Shipping and handling fees billed to customers are included in revenue and are considered activities to fulfill the promise to transfer the good. Allowances for estimated returns, discounts and rebates are considered variable consideration, which may be constrained, and are estimated and recognized when sales are recorded.
The estimates are based on various market data, historical trends and information from customers. Actual returns, discounts and rebates have not been materially different from estimates. For all contracts that have a duration of one year or less at contract inception, we do not adjust the promised amount of consideration for the effects of a significant financing component.
Substantially all of our revenue is derived from contracts with an original expected length of time of one year or less and for which we recognize revenue for the amount in which we have the right to invoice at the point in time in which control has transferred to the customer. However, a portion of our revenue is derived from long-term contracts which have contract periods that vary between one to multi-year. Certain of these contracts represent contracts with minimum purchase obligations, which can be substantially different than the actual revenue recognized. Such contracts consist of varying types of products across our chemical businesses. Certain contracts include variable volumes and/or variable pricing with pricing provisions tied to commodity, consumer price or other indices. The transaction price allocated to the remaining performance obligations related to our contracts was excluded from the disclosure of our remaining performance obligations based on the following practical expedients that we elected to apply: (i) contracts with index-based pricing or variable volume attributes in which such variable consideration is allocated entirely to a wholly unsatisfied performance obligation; and (ii) contracts with an original expected duration of one year or less.
The timing of our customer billings does not always match the timing of our revenue recognition. When the Company is entitled to bill a customer in advance of the recognition of revenue, a contract liability is recognized. When the Company is not entitled to bill a customer until a period after the related recognition of revenue, a contract asset is recognized. Contract liabilities were $23.2 million and $34.8 million as of December 31, 2024 and 2023, respectively, and are included as a component of accrued liabilities and other liabilities in our consolidated balance sheets. Contract assets were $26.7 million and $20.1 million as of December 31, 2024 and 2023, respectively, and are included as a component of other current assets and other assets in our consolidated balance sheets. Substantially all our contract liabilities, net of contract assets, are expected to be realized within one year, when the related performance obligations are satisfied.
Cost of Goods Sold and Selling and Administrative Expenses
Cost of goods sold includes the costs of inventory sold, related purchasing, distribution and warehousing costs, costs incurred for shipping and handling, depreciation and amortization expense related to these activities and environmental remediation costs and recoveries. Selling and administrative expenses include personnel costs associated with sales, marketing and administrative, research and development, legal and legal-related costs, stock-based compensation, including mark-to-market adjustments, consulting and professional services fees, advertising expenses, depreciation expense related to these activities, foreign currency translation and other similar costs.
Acquisition-related Costs
Acquisition-related costs include advisory, legal, accounting and other professional fees incurred in connection with the purchase and integration of our acquisitions. Acquisition-related costs also may include costs which arise as a result of acquisitions, including contractual change in control provisions, contract termination costs, compensation payments related to the acquisition or pension and other postretirement benefit plan settlements.
Other Operating Income (Expense)
Other operating income (expense) consists of miscellaneous operating income items, which are related to our business activities, and gains (losses) on disposition of property, plant and equipment. Other operating income for the year ended December 31, 2023, included a gain of $27.0 million from the sale of our domestic private trucking fleet and operations and a gain of $15.6 million for insurance recoveries associated with a second quarter 2022 business interruption at our Plaquemine, LA, Chlor Alkali Products and Vinyls facility. Other operating income for the year ended December 31, 2022, included $13.0 million of gains from the sale of two former manufacturing facilities.
Other Income (Expense)
Other income (expense) consists of non-operating income and expense items which are not related to our primary business activities.
Foreign Currency Translation
Our worldwide operations utilize the U.S. dollar (USD) or local currency as the functional currency, where applicable. For foreign entities where the USD is the functional currency, gains and losses resulting from balance sheet remeasurement are included in selling and administrative. For foreign entities where the local currency is the functional currency, assets and liabilities denominated in local currencies are translated into USD at end-of-period exchange rates and the resultant translation adjustments are included in accumulated other comprehensive loss. Assets and liabilities denominated in other than the local currency are remeasured into the local currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur.
Income and expenses are translated into USD using an approximation of the average rate prevailing during the period. We change the functional currency of our separate and distinct foreign entities only when significant changes in economic facts and circumstances indicate clearly that the functional currency has changed.
Cash and Cash Equivalents
All highly liquid investments, with a maturity of three months or less at the date of purchase, are considered cash equivalents.
Short-Term Investments
We classify our marketable securities as available-for-sale, which are reported at fair market value with unrealized gains and losses included in accumulated other comprehensive loss, net of applicable taxes. The fair value of marketable securities is determined by quoted market prices. Realized gains and losses on sales of investments, as determined on the specific identification method, and declines in value of securities judged to be other-than-temporary are included in other income (expense) in the consolidated statements of operations. Interest and dividends on all securities are included in interest income and other income (expense), respectively. As of December 31, 2024 and 2023, no short-term investments were recorded on our consolidated balance sheets.
Accounts Receivable and Credit Risk
We evaluate the collectability of financial instruments based on our current estimate of credit losses expected to be incurred over the life of the financial instrument. The only significant financial instrument which creates exposure to credit losses are customer accounts receivables. Credit is extended based upon the evaluation of a customer’s financial condition and, generally, collateral is not required. We measure credit losses on uncollected accounts receivable through an allowance for doubtful accounts receivable which is based on a combination of factors including both historical collection experience and reasonable estimates that affect the expected collectability of the receivable. These factors include historical bad debt experience, industry conditions of the customer or group of customers, geographical region, credit ratings and general market conditions. We group receivables together for purposes of estimating credit losses when customers have similar risk characteristics; otherwise, the estimation is performed on the individual receivable. Our accounts receivables are predominantly derived from sales denominated in USD or the Euro.
This estimate is periodically adjusted when we become aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filing) or as a result of changes in the overall aging of accounts receivable. While we have a large number of customers that operate in diverse businesses and are geographically dispersed, a general economic downturn in any of the industry segments in which we operate could result in higher-than-expected defaults, and, therefore, the need to revise estimates for the allowance for doubtful accounts could occur.
Our consolidated balance sheets included an allowance for doubtful accounts receivables of $11.8 million and $13.1 million and other receivables of $94.6 million and $85.3 million at December 31, 2024 and 2023, respectively, which were included in receivables, net.
Inventories
Inventories are valued at the lower of cost and net realizable value. For U.S. inventories, inventory costs are determined principally by the last-in, first-out (LIFO) method of inventory accounting while for international inventories, inventory costs are determined principally by the first-in, first-out (FIFO) method of inventory accounting. Costs for other inventories have been determined principally by the average-cost method (primarily operating supplies, spare parts and maintenance parts). Elements of costs in inventories include raw materials, direct labor and manufacturing overhead. See Note 7 “Inventories” for additional information.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets. Interest costs incurred to finance expenditures for major long-term construction projects are capitalized as part of the historical cost and included in property, plant and equipment and are depreciated over the useful lives of the related assets. Leasehold improvements are amortized over the term of the lease or the estimated useful life of the improvement, whichever is shorter. Start-up costs are expensed as incurred. Expenditures for maintenance and repairs are charged to expense when incurred while the costs of significant improvements, which extend the useful life of the underlying asset, are capitalized.
Property, plant and equipment are reviewed for impairment when conditions indicate that the carrying values of the asset group may not be recoverable. Such impairment conditions include an extended period of idleness or a plan of disposal.
If such impairment indicators are present or other factors exist that indicate that the carrying amount of an asset group may not be recoverable, we determine whether impairment has occurred through the use of an undiscounted cash flow analysis at the lowest level for which identifiable cash flows exist. For our Chlor Alkali Products and Vinyls, Epoxy and Winchester segments, the lowest level for which identifiable cash flows exist is the operating facility level or an appropriate grouping of operating facilities level, which represents the asset group. The amount of impairment loss, if any, is measured by the difference between the net book value of the assets and the estimated fair value of the related asset group. See Note 8, “Property, Plant and Equipment,” for additional information.
Leases
We determine if an arrangement is a lease at inception of the contract. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of fixed lease payments over the lease term. Our lease commitments are primarily for railcars, but also include logistics, manufacturing, storage, real estate and information technology assets. Leases with an initial term of 12 months or less are not recorded on the balance sheet; instead, we recognize lease expense for these leases on a straight-line basis over the lease term. We do not account for lease components (e.g., fixed payments to use the underlying lease asset) separately from the non-lease components (e.g., fixed payments for common-area maintenance costs and other items that transfer a good or service). Some of our leases include variable lease payments, which primarily result from changes in consumer price and other market-based indices, which are generally updated annually, and maintenance and usage charges. These variable payments are excluded from the calculation of our lease assets and liabilities.
Most leases include one or more options to renew, with renewal terms that can extend the lease term from one-to-many years. The exercise of lease renewal options is typically at our sole discretion. Certain leases also include options to purchase the leased asset. We do not include options to renew or purchase leased assets in the measurement of lease liabilities unless those options are highly certain of exercise. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. We have operating leases with terms that require us to guarantee a portion of the residual value of the leased assets upon termination of the lease as well as other guarantees. These residual value guarantees consist primarily of leases for railcars. Residual value guarantee payments that become probable and estimable are accrued as part of the lease liability and recognized over the remaining life of the applicable lease. Our current expectation is that the likelihood of material residual guarantee payments is remote. We utilize the interest rate implicit in the lease to determine the lease liability when the interest rate can be determined. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. We estimate the incremental borrowing rate based on the geographic region for which we would borrow, on a secured basis of the lease asset, at an amount equal to the lease payments over a similar time period as the lease term. We have no additional restrictions or covenants imposed by our lease contracts. See Note 21, “Leases,” for additional information.
Asset Retirement Obligations
We record the fair value of an asset retirement obligation associated with the retirement of a tangible long-lived asset as a liability in the period incurred. The liability is measured at discounted fair value and is adjusted to its present value in subsequent periods as accretion expense is recorded. The corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s useful life. Asset retirement obligations are reviewed annually in the fourth quarter and/or when circumstances or other events indicate that changes underlying retirement assumptions may have occurred.
The activities of our asset retirement obligations were as follows:
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|
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December 31, |
|
2024 |
|
2023 |
| Asset Retirement Obligation Activity |
($ in millions) |
| Beginning balance |
$ |
72.8 |
|
|
$ |
66.3 |
|
| Accretion |
5.0 |
|
|
3.3 |
|
| Spending |
(5.4) |
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|
(5.0) |
|
| Adjustments |
19.6 |
|
|
8.2 |
|
| Ending balance |
$ |
92.0 |
|
|
$ |
72.8 |
|
At December 31, 2024 and 2023, our consolidated balance sheets included an asset retirement obligation of $79.2 million and $63.3 million, respectively, which were classified as other noncurrent liabilities.
In 2024 and 2023, we had net adjustments that increased the asset retirement obligation by $19.6 million and $8.2 million, respectively, which were primarily comprised of increases in estimated costs for certain assets.
Comprehensive Income (Loss)
Accumulated other comprehensive loss consists of foreign currency translation adjustments, pension and postretirement liability adjustments, pension and postretirement amortization of prior service costs and actuarial gains (losses) and unrealized gains (losses) on derivative contracts.
Purchase Accounting
In accordance with Accounting Standards Codification (ASC) 805, “Business Combinations,” we record the fair value of purchase consideration for the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date. The excess of purchase price over the aggregate fair value is recorded as goodwill. Intangible assets are valued using the relief from royalty and multi-period excess earnings methodologies, considered Level 3 measurements. Key assumptions in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customers, useful lives, royalty rates, and discount rates. Our fair value estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, may differ from actual results. Changes in the estimated fair values of net assets recorded for acquisitions before the finalization of more detailed analysis, but not over one year from the acquisition date, will adjust the purchase price allocatable to goodwill. Any adjustments after the one-year measurement period are recorded in earnings.
Goodwill
Goodwill is not amortized, but is reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred. ASC 350 “Intangibles—Goodwill and Other” permits entities to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the goodwill impairment test. Circumstances that are considered as part of the qualitative assessment and could trigger a quantitative impairment test include, but are not limited to: a significant adverse change in the business climate; a significant adverse legal judgment; adverse cash flow trends; an adverse action or assessment by a government agency; unanticipated competition; sustained decline in our stock price; and a significant restructuring charge within a reporting unit. We define reporting units at the business segment level or one level below the business segment level. For purposes of testing goodwill for impairment, goodwill has been allocated to our reporting units to the extent it relates to each reporting unit.
During the fourth quarter of 2024, we performed our qualitative assessment of goodwill. Based upon our qualitative impairment assessment, it was more likely than not that the fair value of each of our reporting units was greater than its carrying amount as of December 31, 2024. No impairment charges on goodwill were recorded for 2024, 2023 or 2022.
It is our practice, at a minimum, to perform a quantitative goodwill impairment test in the fourth quarter every three years. In the fourth quarter of 2023, we performed our triennial quantitative goodwill impairment test for our reporting units. We use a discounted cash flow approach to develop the estimated fair value of a reporting unit when a quantitative test is performed. Management judgment is required in developing the assumptions for the discounted cash flow model. We also corroborate our discounted cash flow analysis by evaluating a market-based approach that considers earnings before interest, taxes, depreciation and amortization (EBITDA) multiples from a representative sample of comparable public companies. As a further indicator that each reporting unit has been valued appropriately using a discounted cash flow model, the aggregate fair value of all reporting units is reconciled to the total market value of Olin. An impairment would be recorded if the carrying amount of a reporting unit exceeded the estimated fair value. Based on the aforementioned analysis, the estimated fair value of our reporting units substantially exceeded the carrying value of the reporting units.
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. The discount rate, profitability assumptions and terminal growth rate of our reporting units and the cyclical nature of the chlor alkali industry were the material assumptions utilized in the discounted cash flow model used to estimate the fair value of each reporting unit. The discount rate reflects a weighted-average cost of capital, which is calculated based on observable market data. Some of this data (such as the risk free or treasury rate and the pretax cost of debt) are based on the market data at a point in time. Other data (such as the equity risk premium) are based upon market data over time for a peer group of companies in the chemical manufacturing or distribution industries with a market capitalization premium added, as applicable.
The discounted cash flow analysis requires estimates, assumptions and judgments about future events. Our analysis uses our internally generated long-range plan. Our discounted cash flow analysis uses the assumptions in our long-range plan about terminal growth rates, forecasted capital expenditures and changes in future working capital requirements to determine the implied fair value of each reporting unit. The long-range plan reflects management judgment, supplemented by independent chemical industry analyses which provide multi-year industry operating and pricing forecasts.
We believe the assumptions used in our goodwill impairment analysis are appropriate and result in reasonable estimates of the implied fair value of each reporting unit. However, given the economic environment and the uncertainties regarding the impact on our business, there can be no assurance that our estimates and assumptions, made for purposes of our goodwill impairment testing, will prove to be an accurate prediction of the future. If our assumptions regarding future performance are not achieved, we may be required to record goodwill impairment charges in future periods. It is not possible at this time to determine if any such future impairment charge would result or, if it does, whether such charge would be material.
Intangible Assets
In conjunction with our acquisitions, we have obtained access to the customer contracts and relationships, trade names, acquired technology and other intellectual property of the acquired companies. These relationships are expected to provide economic benefit for future periods. Amortization expense is recognized on a straight-line basis over the estimated lives of the related assets. The amortization period of customer contracts and relationships, trade names, acquired technology and other intellectual property represents our best estimate of the expected usage or consumption of the economic benefits of the acquired assets, which is based on the company’s historical experience.
Intangible assets with finite lives are reviewed for impairment when conditions indicate that the carrying values of the assets may not be recoverable. Circumstances that are considered as part of the qualitative assessment and could trigger a quantitative impairment test include, but are not limited to: a significant adverse change in the business climate; a significant adverse legal judgment including asset specific factors; adverse cash flow trends; an adverse action or assessment by a government agency; unanticipated competition; sustained decline in our stock price; and a significant restructuring charge within a reporting unit.
During the fourth quarter of 2024, we performed our qualitative assessment of our intangible assets. Based on our qualitative impairment assessment, it is more likely than not that the fair value of our intangible assets is greater than the carrying amount as of December 31, 2024. No impairment on our intangible assets was recorded in 2024, 2023 or 2022.
See Note 10, “Goodwill and Intangible Assets,” for additional information.
Environmental Liabilities and Expenditures
Accruals (charges to income) for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based upon current law and existing technologies. These amounts, which are not discounted and are exclusive of claims against third parties, are adjusted periodically as assessment and remediation efforts progress or additional technical or legal information becomes available. Environmental costs are capitalized if the costs increase the value of the property and/or mitigate or prevent contamination from future operations. See Note 20, “Environmental,” for additional information.
Income Taxes
Deferred taxes are provided for differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided to offset deferred tax assets if, based on the available evidence, it is more likely than not that some or all of the value of the deferred tax assets will not be realized. See Note 14, “Income Taxes,” for additional information.
Derivative Financial Instruments
We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing and financing activities and our operations that use foreign currencies. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks. We use hedge accounting treatment for a significant amount of our business transactions whose risks are covered using derivative instruments. The hedge accounting treatment provides for the deferral of gains or losses on derivative instruments until such time as the related transactions occur. See Note 23, “Derivative Financial Instruments,” for additional information.
Fair Value
Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties or the amount that would be paid to transfer a liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity.
Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by ASC 820 “Fair Value Measurement” (ASC 820), and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:
Level 1 — Inputs were unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 — Inputs (other than quoted prices included in Level 1) were either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3 — Inputs reflected management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration was given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximated fair values due to the short-term maturities of these instruments. Since our long-term debt instruments may not be actively traded, the inputs used to measure the fair value of our long-term debt are based on current market rates for debt of similar risk and maturities and is classified as Level 2 in the fair value measurement hierarchy. As of December 31, 2024 and 2023, the fair value measurements of debt were $2,779.0 million and $2,626.2 million, respectively.
In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis as required by ASC 820. There were no assets measured at fair value on a nonrecurring basis as of December 31, 2024 and 2023.
Retirement-Related Benefits
We account for our defined benefit pension plans and non-pension postretirement benefit plans using actuarial models required by ASC 715 “Compensation—Retirement Benefits”. These models use an attribution approach that generally spreads the financial impact of changes to the plan and actuarial assumptions over the average remaining service lives of the employees in the plan. Changes in liability due to changes in actuarial assumptions such as discount rate, rate of compensation increases and mortality, as well as annual deviations between what was assumed and what was experienced by the plan are treated as actuarial gains or losses. The principle underlying the required attribution approach is that employees render service over their average remaining service lives on a relatively smooth basis and, therefore, the accounting for benefits earned under the pension or non-pension postretirement benefits plans should follow the same relatively smooth pattern. Substantially all domestic defined benefit pension plan participants are no longer accruing benefits; therefore, actuarial gains and losses are amortized based upon the remaining life expectancy of the inactive plan participants. For the years ended December 31, 2024 and 2023, the average remaining life expectancy of the inactive participants in the domestic defined benefit pension plan was 16 years and 17 years, respectively.
One of the key assumptions for the net periodic pension calculation is the expected long-term rate of return on plan assets, used to determine the “market-related value of assets.” The “market-related value of assets” recognizes differences between the plan’s actual return and expected return over a five-year period. The required use of an expected long-term rate of return on the market-related value of plan assets may result in recognized pension income that is greater or less than the actual returns of those plan assets in any given year. Over time, however, the expected long-term returns are designed to approximate the actual long-term returns and, therefore, result in a pattern of income and expense recognition that more closely matches the pattern of the services provided by the employees. As differences between actual and expected returns are recognized over five years, they subsequently generate gains and losses that are subject to amortization over the average remaining life expectancy of the inactive plan participants, as described in the preceding paragraph.
We use long-term historical actual return information, the mix of investments that comprise plan assets, and future estimates of long-term investment returns and inflation by reference to external sources to develop the expected long-term rate of return on plan assets as of December 31.
The discount rate assumptions used for pension and non-pension postretirement benefit plan accounting reflect the rates available on high-quality fixed-income debt instruments on December 31 of each year. The rate of compensation increase is based upon our long-term plans for such increases. For retiree medical plan accounting, we review external data and our own historical trends for healthcare costs to determine the healthcare cost trend rates.
For our defined benefit pension and other postretirement benefit plans, we measure service and interest costs by applying the specific spot rates along the yield curve to the plans’ estimated cash flows. We believe this approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve.
Stock-Based Compensation
We measure the cost of employee services received in exchange for an award of equity instruments, such as stock options, performance shares and restricted stock, based on the grant-date fair value of the award. This cost is recognized over the period during which an employee is required to provide service in exchange for the award, the requisite service period (usually the vesting period). An initial measurement is made of the cost of employee services received in exchange for an award of liability instruments based on its current fair value and the value of that award is subsequently remeasured at each reporting date through the settlement date. Changes in fair value of liability awards during the requisite service period are recognized as compensation cost over that period. See Note 17, “Stock-based Compensation,” for additional information.
Share Repurchases
Under our share repurchase programs, we may pursue various share repurchase strategies, which include open market transactions or through privately negotiated transactions, including under an accelerated share repurchase (ASR) agreement, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Under an ASR agreement, which is typically with a third-party financial institution to repurchase shares of Olin’s common stock, Olin pays a specified amount to the financial institution and receives an initial delivery of shares. This initial delivery of shares represents the minimum number of shares that Olin may receive under the agreement. Upon settlement of the ASR agreement, the financial institution delivers additional shares, with the final number of shares delivered determined with reference to the volume weighted-average price of Olin’s common stock over the term of the agreement, less an agreed-upon discount.
The transactions are accounted for as liability or equity transactions and also as share retirements, similar to our other share repurchase activity, when the shares are received, at which time there is an immediate reduction in the weighted-average common shares calculation for basic and diluted earnings per share. As we repurchase our common shares, we reduce common stock for the $1 par value of the shares repurchased, with the excess purchase price over par value recorded as a reduction of additional paid-in capital. If additional paid-in capital is reduced to zero, we record the remainder of the excess purchase price over par value as a reduction of retained earnings.
The Inflation Reduction Act (IRA) was enacted in the United States on August 16, 2022. The IRA imposes a 1% excise tax on the fair market value of stock repurchases made by covered corporations after December 31, 2022. The total taxable value of shares repurchased is reduced by the fair market value of any newly issued shares during the taxable year. As a result, we record a tax liability as a cost associated with our share repurchases.
NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS
In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which expands the disclosure requirements in the notes to the financial statements on certain costs and expenses on an interim and annual basis. The new requirements are effective for the Company’s annual reporting periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with the option to early adopt at any time before the effective date. ASU 2024-03 requires adoption on a prospective basis, with the option for retrospective application. While the ASU implements further disclosure requirements, it does not change how an entity calculates and/or records its expenses, and it will have no impact on the Company’s consolidated financial statements. We are currently evaluating the impact of the final rule on our disclosures.
In March 2024, the SEC issued SEC Release Nos. 33-11275 and 34-99678, Enhancement and Standardization of Climate-Related Disclosures for Investors, to enhance and standardize the climate-related disclosures provided by public companies. The final rule will require the disclosure of greenhouse gas emissions, including Scope 1 and Scope 2 emissions, which will be subject to third-party assurance, as well as climate-related targets and goals, and how the Board of Directors and management oversee climate-related risks. Within the notes to financial statements, the final rule requires disclosure of expenditures recognized, subject to certain thresholds, attributable to severe weather events. The final rule follows a compliance phase-in timeline, with the first requirements required to be adopted with our fiscal year ending December 31, 2025, followed in later years by greenhouse gas-related requirements. On April 4, 2024, the SEC voluntarily stayed the implementation of these disclosure requirements; however, we are currently evaluating the impact on our disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company’s annual periods beginning after December 15, 2024, with the option to early adopt at any time before the effective date. ASU 2023-09 allows for adoption on a prospective or retrospective basis. We will adopt this standard beginning with our fiscal year ending December 31, 2025. We are currently evaluating the impact of the standard on our consolidated financial statements and disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures. ASU 2023-07 will improve reportable segment disclosure requirements, primarily through enhanced segment expense disclosures on an interim and annual basis. The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with the option to early adopt at any time before the effective date. ASU 2023-07 requires adoption on a retrospective basis. We adopted the new standard effective December 31, 2024 which did not have a material impact on our consolidated financials. Upon adoption, we have enhanced our segment disclosures to include the presentation of cost of goods sold by segment and the disclosure of our chief operating decision maker (CODM). See Note 19, “Segment Information,” for additional information.
NOTE 4. ACQUISITIONS
On October 1, 2023, Olin acquired the assets of White Flyer Targets, LLC (White Flyer) from Reagent Diversified Holdings, Inc. for $63.5 million. The acquisition was financed with cash on hand. White Flyer designs, manufactures and sells recreational trap, skeet, international and sporting clay targets and has been included in Olin’s Winchester segment. We recorded the aggregate excess purchase price over identifiable net tangible and intangible assets acquired and liabilities assumed, which included final allocation of $2.4 million of goodwill allocated to our Winchester segment and $4.5 million of intangible assets subject to amortization. The final total assets acquired, excluding goodwill and intangibles, and liabilities assumed amounted to $66.6 million and $10.0 million, respectively. The acquisition is not material, and therefore, supplemental pro forma financial information is not provided.
Subsequent Event
On January 21, 2025, Olin announced the signing of a definitive agreement with AMMO, Inc. to acquire AMMO, Inc.’s small caliber ammunition manufacturing assets for $75 million, subject to customary terms, closing conditions and post-closing adjustments. The acquisition includes AMMO Inc.’s brass shellcase capabilities and their 185,000 square foot production facility located in Manitowoc, WI. The acquisition will be financed with cash on hand and is expected to close in the second quarter of 2025.
NOTE 5. RESTRUCTURING CHARGES
On December 11, 2024, we announced we had made the decision to permanently close our Chlorine 3 manufacturing facility in Freeport, TX. We expect to incur additional restructuring charges through 2030 of approximately $35 million related to this action.
As a result of weak global resin demand and higher cost structures within the European region, we began a review of our global Epoxy asset footprint to optimize the most productive and cost-effective assets to support our operating model. As part of this review, we announced operational cessations in the fourth quarter of 2022 and the first half of 2023 (collectively, Epoxy Optimization Plan).
On June 20, 2023, we announced we had made the decision to cease all remaining operations at our Gumi, South Korea facility, reduce epoxy resin capacity at our Freeport, TX facility, and reduce our sales and support staffing across Asia. These actions were substantially completed by December 31, 2023. On March 21, 2023, we announced we had made the decision to cease operations at our cumene facility in Terneuzen, Netherlands and solid epoxy resin production at our facilities in Gumi, South Korea and Guaruja, Brazil. The closures were completed in the first quarter 2023. During the fourth quarter of 2022, we committed to and completed a plan to close down one of our bisphenol production lines at our Stade, Germany site. We expect to incur additional restructuring charges through 2025 of approximately $10 million related to these actions.
During 2021, we announced that we had made the decision to permanently close our diaphragm-grade chlor alkali capacity, representing 400,000 tons, at our McIntosh, AL facility (McIntosh Plan). The closure was completed during the third quarter of 2022. We expect to incur additional restructuring charges through 2027 of approximately $20 million related to these actions.
On January 18, 2021, we announced we had made the decision to permanently close our trichloroethylene and anhydrous hydrogen chloride liquefaction facilities in Freeport, TX (collectively, Freeport 2021 Plan), which were completed in the fourth quarter of 2021. We expect to incur additional restructuring charges through 2025 of approximately $5 million related to these actions.
On December 11, 2019, we announced that we had made the decision to permanently close a chlor alkali plant with a capacity of 230,000 tons and our vinylidene chloride (VDC) production facility, both in Freeport, TX (collectively, Freeport 2019 Plan). The VDC facility and related chlor alkali plant were closed during the fourth quarter of 2020 and second quarter of 2021, respectively. We expect to incur additional restructuring charges through 2026 of approximately $10 million related to these actions.
Pretax restructuring charges related to these actions include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs and the write-off of equipment and facilities. Pretax restructuring charges, by plan, for the years ended December 31, 2024 , 2023 and 2022 were as follows:
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Years Ended December 31, |
| |
2024 |
|
2023 |
|
2022 |
| Pretax Restructuring Charges |
($ in millions) |
| Epoxy Optimization Plan |
$ |
24.1 |
|
|
$ |
73.4 |
|
|
$ |
8.0 |
|
| McIntosh Plan |
2.0 |
|
|
4.7 |
|
|
8.3 |
|
Freeport 2021 Plan |
1.5 |
|
|
4.0 |
|
|
2.6 |
|
| Freeport 2019 Plan |
5.7 |
|
|
7.5 |
|
|
6.0 |
|
| Total restructuring charges |
$ |
33.3 |
|
|
$ |
89.6 |
|
|
$ |
25.3 |
|
The following table summarizes the 2024, 2023 and 2022 activities by major component of these restructuring actions and the remaining balances of accrued restructuring costs as of December 31, 2024, 2023 and 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Severance and Related Benefit Costs |
|
Lease and Other Contract Termination Costs |
|
Facility Exit Costs |
|
Write-off of Equipment and Facility |
|
Total |
| Restructuring Activity by Component |
($ in millions) |
| Balance at January 1, 2022 |
$ |
6.9 |
|
|
$ |
5.4 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
12.3 |
|
| Restructuring charges |
7.4 |
|
|
1.1 |
|
|
13.5 |
|
|
3.3 |
|
|
25.3 |
|
| Amounts utilized |
(4.9) |
|
|
(2.3) |
|
|
(13.5) |
|
|
(3.3) |
|
|
(24.0) |
|
| Balance at December 31, 2022 |
9.4 |
|
|
4.2 |
|
|
— |
|
|
— |
|
|
13.6 |
|
| Restructuring charges |
8.4 |
|
|
29.1 |
|
|
34.4 |
|
|
17.7 |
|
|
89.6 |
|
| Amounts utilized |
(7.0) |
|
|
(16.6) |
|
|
(34.4) |
|
|
(17.7) |
|
|
(75.7) |
|
| Balance at December 31, 2023 |
10.8 |
|
|
16.7 |
|
|
— |
|
|
— |
|
|
27.5 |
|
| Restructuring charges |
1.9 |
|
|
4.2 |
|
|
27.2 |
|
|
— |
|
|
33.3 |
|
| Amounts utilized |
(9.6) |
|
|
(15.7) |
|
|
(27.2) |
|
|
— |
|
|
(52.5) |
|
| Balance at December 31, 2024 |
$ |
3.1 |
|
|
$ |
5.2 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
8.3 |
|
The following table summarizes the cumulative restructuring charges of these restructuring actions by major component through December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chlor Alkali Products and Vinyls |
|
Epoxy |
|
|
|
Total |
|
McIntosh Plan |
|
Freeport 2021 Plan |
|
Freeport 2019 Plan |
|
Epoxy Optimization Plan |
|
|
|
| Cumulative Restructuring Charges |
($ in millions) |
| Write-off of equipment and facility |
$ |
2.7 |
|
|
$ |
— |
|
|
$ |
58.9 |
|
|
$ |
18.3 |
|
|
|
|
$ |
79.9 |
|
| Employee severance and related benefit costs |
— |
|
|
— |
|
|
2.1 |
|
|
16.9 |
|
|
|
|
19.0 |
|
| Facility exit costs |
11.4 |
|
|
14.6 |
|
|
24.8 |
|
|
36.5 |
|
|
|
|
87.3 |
|
| Lease and other contract termination costs |
6.4 |
|
|
— |
|
|
— |
|
|
33.9 |
|
|
|
|
40.3 |
|
| Total cumulative restructuring charges |
$ |
20.5 |
|
|
$ |
14.6 |
|
|
$ |
85.8 |
|
|
$ |
105.6 |
|
|
|
|
$ |
226.5 |
|
As of December 31, 2024, we have incurred cash expenditures of $138.2 million and non-cash charges of $80.0 million related to these restructuring actions. The remaining balance of $8.3 million is expected to be paid out through 2027.
NOTE 6. EARNINGS PER SHARE
Basic and diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding. Diluted net income (loss) per share reflects the dilutive effect of stock-based compensation.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
2024 |
|
2023 |
|
2022 |
| Computation of Net Income per Share |
(In millions, except per share data) |
| Net income attributable to Olin Corporation |
108.6 |
|
|
460.2 |
|
|
1,326.9 |
|
| Basic shares |
117.8 |
|
|
125.9 |
|
|
144.9 |
|
| Basic net income attributable to Olin Corporation per share |
$ |
0.92 |
|
|
$ |
3.66 |
|
|
$ |
9.16 |
|
| Diluted shares: |
|
|
|
|
|
| Basic shares |
117.8 |
|
|
125.9 |
|
|
144.9 |
|
| Stock-based compensation |
1.7 |
|
|
2.9 |
|
|
3.6 |
|
| Diluted shares |
119.5 |
|
|
128.8 |
|
|
148.5 |
|
| Diluted net income attributable to Olin Corporation per share |
$ |
0.91 |
|
|
$ |
3.57 |
|
|
$ |
8.94 |
|
The computation of dilutive shares from stock-based compensation does not include 1.9 million, 1.2 million and 0.8 million shares in 2024, 2023 and 2022, respectively, as their effect would have been anti-dilutive.
NOTE 7. INVENTORIES
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|
|
|
|
|
|
|
|
|
|
December 31, |
|
2024 |
|
2023 |
| Inventories |
($ in millions) |
| Supplies |
$ |
149.3 |
|
|
$ |
160.3 |
|
| Raw materials |
185.2 |
|
|
171.1 |
|
| Work in process |
173.1 |
|
|
153.5 |
|
| Finished goods |
467.3 |
|
|
507.6 |
|
| Inventories excluding LIFO reserve |
974.9 |
|
|
992.5 |
|
| LIFO reserve |
(151.4) |
|
|
(133.7) |
|
| Inventories, net |
$ |
823.5 |
|
|
$ |
858.8 |
|
Inventories valued using the LIFO method comprised 61% and 56% of the total inventories at December 31, 2024 and 2023, respectively. The replacement cost of our inventories would have been approximately $151.4 million and $133.7 million higher than that reported at December 31, 2024 and 2023, respectively.
NOTE 8. PROPERTY, PLANT AND EQUIPMENT
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
Useful Lives |
|
2024 |
|
2023 |
| Property Plant and Equipment |
|
|
($ in millions) |
| Land and improvements to land |
10-20 Years(1) |
|
$ |
287.2 |
|
|
$ |
283.1 |
|
| Buildings and building equipment |
10-30 Years |
|
440.8 |
|
|
442.7 |
|
| Machinery and equipment |
3-20 Years |
|
6,626.7 |
|
|
6,410.5 |
|
| Leasehold improvements |
3-11 Years |
|
8.6 |
|
|
8.5 |
|
| Construction in progress |
|
|
154.3 |
|
|
201.2 |
|
| Property, plant and equipment |
|
|
7,517.6 |
|
|
7,346.0 |
|
| Accumulated depreciation |
|
|
(5,189.2) |
|
|
(4,826.4) |
|
| Property, plant and equipment, net |
|
|
$ |
2,328.4 |
|
|
$ |
2,519.6 |
|
(1) Useful life is exclusive to land improvements.
The weighted-average useful life of machinery and equipment at December 31, 2024, was 11 years. Depreciation expense was $405.8 million, $421.8 million and $469.9 million for 2024, 2023 and 2022, respectively. Interest capitalized was $1.7 million, $2.8 million and $3.1 million for 2024, 2023 and 2022, respectively.
The consolidated statements of cash flows for the years ended December 31, 2024, 2023 and 2022, included an increase (decrease) of $(10.5) million, $5.3 million and $(4.2) million, respectively, to capital expenditures, with the corresponding change to accounts payable and accrued liabilities, related to purchases of property, plant and equipment included in accounts payable and accrued liabilities at December 31, 2024, 2023 and 2022.
NOTE 9. OTHER ASSETS
Included in other assets were the following:
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|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2024 |
|
2023 |
| Other Assets |
($ in millions) |
| Supply contracts |
$ |
1,047.3 |
|
|
$ |
1,061.8 |
|
| Pension assets |
43.3 |
|
|
2.2 |
|
| Investment in unconsolidated affiliates |
23.0 |
|
|
— |
|
| Other |
71.5 |
|
|
54.5 |
|
| Other assets |
$ |
1,185.1 |
|
|
$ |
1,118.5 |
|
For the year ended December 31, 2024 and 2023, payments of $58.6 million and $64.5 million, respectively, were made under other long-term supply contracts for energy modernization projects in the U.S. Gulf Coast. The weighted-average useful life of long-term supply contracts at December 31, 2024, was 19 years. For the years ended December 31, 2024, 2023 and 2022, amortization expense of $73.2 million, $71.2 million and $70.4 million, respectively, was recognized within cost of goods sold related to our supply contracts and is reflected in depreciation and amortization on the consolidated statements of cash flows. The long-term supply contracts are monitored for impairment each reporting period.
Estimated amortization expense relating to long-term supply contracts for the next five-years is as follows:
|
|
|
|
|
|
| Estimated Amortization Expense - Long-term Supply Contracts |
($ in millions) |
| 2025 |
$ |
81.2 |
|
| 2026 |
81.2 |
|
| 2027 |
79.5 |
|
| 2028 |
76.3 |
|
| 2029 |
74.6 |
|
Olin Corporation and Plug Power, Inc. have launched a joint venture named Hidrogenii, LLC. This strategic partnership aims to leverage the strengths of both companies to advance hydrogen production and utilization. The joint venture began with the construction of a 15-ton-per-day hydrogen liquefaction plant in St. Gabriel, LA with expected start of operation in early 2025. Hidrogenii is owned 50% by Plug Power LA JV, LLC, a wholly owned subsidiary of Plug Power, Inc. and 50% by Niloco Hydrogen Holdings LLC, a wholly owned subsidiary of Olin Corporation, and is accounted for using the equity method. For the year ended December 31, 2024, we contributed capital of $23.0 million in the unconsolidated affiliate.
NOTE 10. GOODWILL AND INTANGIBLE ASSETS
Changes in the carrying value of goodwill were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chlor Alkali Products and Vinyls |
|
Epoxy |
|
Winchester |
|
Total |
| Goodwill |
($ in millions) |
Balance at January 1, 2023(1) |
$ |
1,275.8 |
|
|
$ |
145.1 |
|
|
$ |
— |
|
|
$ |
1,420.9 |
|
| Goodwill acquired during the year |
— |
|
|
— |
|
|
2.7 |
|
|
2.7 |
|
| Foreign currency translation adjustment |
0.3 |
|
|
0.1 |
|
|
— |
|
|
0.4 |
|
Balance at December 31, 2023(1) |
1,276.1 |
|
|
145.2 |
|
|
2.7 |
|
|
1,424.0 |
|
| Acquisition activity |
— |
|
|
— |
|
|
(0.3) |
|
|
(0.3) |
|
| Foreign currency translation adjustment |
0.3 |
|
|
(0.4) |
|
|
— |
|
|
(0.1) |
|
Balance at December 31, 2024(1) |
$ |
1,276.4 |
|
|
$ |
144.8 |
|
|
$ |
2.4 |
|
|
$ |
1,423.6 |
|
(1) Includes cumulative goodwill impairment of $557.6 million and $142.2 million in Chlor Alkali Products and Vinyls and Epoxy, respectively.
Intangible assets consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2024 |
|
2023 |
|
Useful Lives |
|
Gross Amount |
|
Accumulated Amortization |
|
Net |
|
Gross Amount |
|
Accumulated Amortization |
|
Net |
| Intangible Assets |
|
|
($ in millions) |
| Customers, customer contracts and relationships |
10-15 Years |
|
$ |
666.7 |
|
|
$ |
(469.2) |
|
|
$ |
197.5 |
|
|
$ |
671.7 |
|
|
$ |
(437.5) |
|
|
$ |
234.2 |
|
| Trade names |
7 Years |
|
3.5 |
|
|
(0.6) |
|
|
2.9 |
|
|
3.6 |
|
|
(0.2) |
|
|
3.4 |
|
| Acquired technology |
4-7 Years |
|
93.7 |
|
|
(91.7) |
|
|
2.0 |
|
|
94.4 |
|
|
(90.4) |
|
|
4.0 |
|
| Other |
10 Years |
|
4.9 |
|
|
(0.7) |
|
|
4.2 |
|
|
4.9 |
|
|
(0.7) |
|
|
4.2 |
|
| Total intangible assets |
|
|
$ |
768.8 |
|
|
$ |
(562.2) |
|
|
$ |
206.6 |
|
|
$ |
774.6 |
|
|
$ |
(528.8) |
|
|
$ |
245.8 |
|
Amortization expense relating to intangible assets was $37.6 million, $37.0 million and $55.3 million in 2024, 2023 and 2022, respectively.
Estimated amortization expense relating to intangible assets for the subsequent five-years is as follows:
|
|
|
|
|
|
| Estimated Amortization Expense - Intangible Assets |
($ in millions) |
| 2025 |
$ |
37.2 |
|
| 2026 |
35.5 |
|
| 2027 |
35.4 |
|
| 2028 |
35.2 |
|
| 2029 |
35.2 |
|
NOTE 11. DEBT
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2024 |
|
2023 |
| Financing Obligations |
($ in millions) |
| Variable-rate Term Loan Facility, due 2027 (6.057% and 6.955% at December 31, 2024 and 2023, respectively) |
$ |
332.5 |
|
|
$ |
341.3 |
|
| Variable-rate Senior Revolving Credit Facility, due 2027 (6.057% and 6.955% at December 31, 2024 and 2023, respectively) |
170.0 |
|
|
68.0 |
|
| Variable-rate Recovery Zone bonds, due 2024-2035 (5.557% and 6.420% at December 31, 2024 and 2023, respectively) |
83.0 |
|
|
103.0 |
|
| Variable-rate Go Zone bonds, due 2024 (6.420% at December 31, 2023 ) |
— |
|
|
50.0 |
|
| Variable-rate industrial development and environmental improvement obligations, due 2025 (5.00% and 6.45% at December 31, 2024 and 2023, respectively) |
2.9 |
|
|
2.9 |
|
| 9.50% senior notes, due 2025 |
108.6 |
|
|
108.6 |
|
| 5.625% senior notes, due 2029 |
669.3 |
|
|
669.3 |
|
| 5.125% senior notes, due 2027 |
500.0 |
|
|
500.0 |
|
| 5.00% senior notes, due 2030 |
515.3 |
|
|
515.3 |
|
| Receivables Financing Agreements |
475.0 |
|
|
328.5 |
|
| Other: |
|
|
|
| Deferred debt issuance costs |
(14.3) |
|
|
(16.6) |
|
| Unamortized bond original issue discount |
(0.1) |
|
|
(0.2) |
|
| Total debt |
2,842.2 |
|
|
2,670.1 |
|
| Amounts due within one year |
129.0 |
|
|
78.8 |
|
| Total long-term debt |
$ |
2,713.2 |
|
|
$ |
2,591.3 |
|
Senior Credit Facility
We maintain a $1,550.0 million senior credit facility (Senior Credit Facility) which includes a senior term loan facility with aggregate commitments of $350.0 million (Term Loan Facility) and a senior revolving credit facility with aggregate commitments of $1,200.0 million (Senior Revolving Credit Facility). The Term Loan Facility requires principal amortization payments which began on March 31, 2023, at a rate of 0.625% per quarter through the end of 2024, increasing to 1.250% per quarter thereafter until maturity.
The maturity date for the Senior Credit Facility is October 11, 2027.
The Senior Revolving Credit Facility includes a $100.0 million letter of credit subfacility. At December 31, 2024, we had $1,029.6 million available under our $1,200.0 million Senior Revolving Credit Facility because we had $170.0 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 December 31, 2024, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured. In the future, our ability to generate sufficient operating cash flows, among other factors, will determine the amounts available to be borrowed under these facilities. As a result of our restrictive covenant related to the net leverage ratio, the maximum additional borrowings available to us could be limited in the future. The limitation, if an amendment or waiver from our lenders is not obtained, could restrict our ability to borrow the maximum amounts available under the Senior Revolving Credit Facility and the 2024 Receivables Financing Agreement. As of December 31, 2024, there were no covenants or other restrictions that limited our ability to borrow.
Receivables Financing Agreements
On November 20, 2024, we entered into a $500.0 million receivables financing agreement (2024 Receivables Financing Agreement) which increased the borrowing limit of our existing $425.0 million receivables financing agreement (2022 Receivables Financing Agreement) by $75.0 million and extended the maturity date from October 14, 2025 to November 19, 2027 (collectively, the “Receivables Financing Agreements”).
Under the Receivables Financing Agreements, our eligible trade receivables are used for collateralized borrowings and continue to be serviced by us. In addition, the Receivables Financing Agreements incorporate the net leverage ratio covenant that is contained in the $1,550.0 million Senior Credit Facility. As of December 31, 2024 and 2023, we had $475.0 million and $328.5 million drawn under the 2024 and 2022 Receivables Financing Agreements, respectively. As of December 31, 2024, $628.3 million of our trade receivables were pledged as collateral and we had $22.1 million of additional borrowing capacity under the 2024 Receivables Financing Agreement, which was limited by our borrowing base. We paid debt issuance costs of $1.2 million associated with the 2024 Receivables Financing Agreement.
As part of the 2024 Receivables Financing Agreement, we terminated our existing trade accounts receivable factoring arrangements (AR Facilities), under which certain of our domestic and international subsidiaries could sell their accounts receivable. These receivables had qualified for sales treatment under ASC 860 “Transfers and Servicing” and, accordingly, the proceeds were included in net cash provided by operating activities in the consolidated statements of cash flows.
The following table summarizes the AR Facilities activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2024 |
|
2023 |
| AR Facilities |
($ in millions) |
| Beginning balance |
$ |
63.3 |
|
|
$ |
111.8 |
|
| Gross receivables sold |
552.1 |
|
|
899.0 |
|
| Payments received from customers on sold accounts |
(615.4) |
|
|
(947.5) |
|
| Ending balance |
$ |
— |
|
|
$ |
63.3 |
|
The factoring discount paid under the AR Facilities was recorded as interest expense on the consolidated statements of operations. The factoring discount for the years ended December 31, 2024, 2023 and 2022, was $3.0 million, $4.7 million and $3.1 million, respectively. The agreements were without recourse.
Senior Notes and Other Financing
During 2024 and 2023, activity of our outstanding debt included:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term Debt Borrowings (Repayments) for the Year Ended December 31, |
|
|
2024 |
|
2023 |
| Debt Instruments |
|
($ in millions) |
| Borrowings |
|
|
|
|
| Senior Revolving Credit Facility |
|
$ |
490.0 |
|
|
$ |
375.0 |
|
|
|
|
|
|
| Receivables Financing Agreements |
|
591.9 |
|
|
332.7 |
|
| Total borrowings |
|
1,081.9 |
|
|
707.7 |
|
| Repayments |
|
|
|
|
| Variable-rate Go Zone bonds, due 2024 |
|
(50.0) |
|
|
— |
|
| Variable-rate Recovery Zone bonds, due 2024 |
|
(20.0) |
|
|
— |
|
| Senior Revolving Credit Facility |
|
(388.0) |
|
|
(307.0) |
|
| Term Loan Facility |
|
(8.8) |
|
|
(8.7) |
|
| Receivables Financing Agreements |
|
(445.4) |
|
|
(304.2) |
|
| Finance leases |
|
— |
|
|
(1.9) |
|
| Total repayments |
|
(912.2) |
|
|
(621.8) |
|
| Long-term debt borrowings (repayments), net |
|
$ |
169.7 |
|
|
$ |
85.9 |
|
At December 31, 2024, we had $166.8 million in letters of credit outstanding, of which $0.4 million were issued under our Senior Revolving Credit Facility. The letters of credit are used to support certain long-term debt, workers compensation insurance policies, plant closure and post-closure obligations, international payment obligations and international pension funding requirements.
Annual maturities of long-term debt are as follows:
|
|
|
|
|
|
Expected Annual Maturities(1) |
($ in millions) |
| 2025 |
$ |
129.0 |
|
| 2026 |
17.5 |
|
| 2027 |
1,442.5 |
|
| 2028 |
— |
|
| 2029 |
669.3 |
|
| Thereafter |
598.3 |
|
| Total |
$ |
2,856.6 |
|
(1) Excludes unamortized debt issuance costs and unamortized bond original issue discount of $14.4 million at December 31, 2024. All debt obligations are assumed to be held until maturity.
NOTE 12. PENSION PLANS
We sponsor domestic and foreign defined benefit pension plans for eligible employees and retirees. Most of our domestic employees participate in defined contribution plans. However, a portion of our bargaining hourly employees continue to participate in our domestic qualified defined benefit pension plans under a flat-benefit formula. Our funding policy for the qualified defined benefit pension plans is consistent with the requirements of federal laws and regulations. Our foreign subsidiaries maintain pension and other benefit plans, which are consistent with local statutory practices.
Our domestic qualified defined benefit pension plan provides that if, within three years following a change of control of Olin, any corporate action is taken or filing made in contemplation of, among other things, a plan termination or merger or other transfer of assets or liabilities of the plan, and such termination, merger or transfer thereafter takes place, plan benefits would automatically be increased for affected participants (and retired participants) to absorb any plan surplus (subject to applicable collective bargaining requirements).
Based on our plan assumptions and estimates, we will not be required to make any cash contributions to the domestic qualified defined benefit pension plan at least through 2025.
We have international qualified defined benefit pension plans to which we made cash contributions of $1.3 million, $1.0 million and $1.3 million in 2024, 2023 and 2022, respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2025.
Pension Obligations and Funded Status
Changes in the benefit obligation and plan assets were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
December 31, 2023 |
|
U.S. |
|
Foreign |
|
Total |
|
U.S. |
|
Foreign |
|
Total |
| Change in Benefit Obligation |
($ in millions) |
| Benefit obligation - beginning of year |
$ |
1,871.1 |
|
|
$ |
277.1 |
|
|
$ |
2,148.2 |
|
|
$ |
1,868.4 |
|
|
$ |
251.1 |
|
|
$ |
2,119.5 |
|
| Service cost |
0.2 |
|
|
5.1 |
|
|
5.3 |
|
|
0.3 |
|
|
5.4 |
|
|
5.7 |
|
| Interest cost |
92.7 |
|
|
8.7 |
|
|
101.4 |
|
|
96.3 |
|
|
9.1 |
|
|
105.4 |
|
| Actuarial (gain) loss |
(63.9) |
|
|
(9.6) |
|
|
(73.5) |
|
|
47.1 |
|
|
14.9 |
|
|
62.0 |
|
| Benefits paid |
(140.3) |
|
|
(7.7) |
|
|
(148.0) |
|
|
(141.0) |
|
|
(5.9) |
|
|
(146.9) |
|
| Plan participant’s contributions |
— |
|
|
0.6 |
|
|
0.6 |
|
|
— |
|
|
0.2 |
|
|
0.2 |
|
| Settlements |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(7.5) |
|
|
(7.5) |
|
| Foreign currency translation adjustments |
— |
|
|
(17.1) |
|
|
(17.1) |
|
|
— |
|
|
9.8 |
|
|
9.8 |
|
| Benefit obligation - end of year |
$ |
1,759.8 |
|
|
$ |
257.1 |
|
|
$ |
2,016.9 |
|
|
$ |
1,871.1 |
|
|
$ |
277.1 |
|
|
$ |
2,148.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
December 31, 2023 |
|
U.S. |
|
Foreign |
|
Total |
|
U.S. |
|
Foreign |
|
Total |
| Change in Plan Assets |
($ in millions) |
| Fair value of plan assets - beginning of year |
$ |
1,857.2 |
|
|
$ |
60.8 |
|
|
$ |
1,918.0 |
|
|
$ |
1,824.9 |
|
|
$ |
63.3 |
|
|
$ |
1,888.2 |
|
| Actual return on plans’ assets |
81.4 |
|
|
3.3 |
|
|
84.7 |
|
|
173.1 |
|
|
4.0 |
|
|
177.1 |
|
| Employer contributions |
0.9 |
|
|
1.3 |
|
|
2.2 |
|
|
0.2 |
|
|
1.0 |
|
|
1.2 |
|
| Benefits paid |
(140.4) |
|
|
(4.1) |
|
|
(144.5) |
|
|
(141.0) |
|
|
(2.8) |
|
|
(143.8) |
|
| Settlements |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(7.1) |
|
|
(7.1) |
|
| Foreign currency translation adjustments |
— |
|
|
(2.9) |
|
|
(2.9) |
|
|
— |
|
|
2.4 |
|
|
2.4 |
|
| Fair value of plan assets - end of year |
$ |
1,799.1 |
|
|
$ |
58.4 |
|
|
$ |
1,857.5 |
|
|
$ |
1,857.2 |
|
|
$ |
60.8 |
|
|
$ |
1,918.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
December 31, 2023 |
|
U.S. |
|
Foreign |
|
Total |
|
U.S. |
|
Foreign |
|
Total |
| Funded Status |
($ in millions) |
| Qualified plans |
$ |
40.9 |
|
|
$ |
(196.8) |
|
|
$ |
(155.9) |
|
|
$ |
(11.9) |
|
|
$ |
(214.6) |
|
|
$ |
(226.5) |
|
| Non-qualified plans |
(1.6) |
|
|
(1.9) |
|
|
(3.5) |
|
|
(2.0) |
|
|
(1.7) |
|
|
(3.7) |
|
| Total funded status |
$ |
39.3 |
|
|
$ |
(198.7) |
|
|
$ |
(159.4) |
|
|
$ |
(13.9) |
|
|
$ |
(216.3) |
|
|
$ |
(230.2) |
|
We recorded a $16.5 million after-tax benefit ($22.9 million pretax) to shareholders’ equity as of December 31, 2024, for our pension plans. This benefit primarily reflected a 50-basis point increase in the domestic pension plans’ discount rate and a 20-basis point increase in the international defined benefit pension plans’ discount rate, partially offset by an unfavorable performance on plan assets during 2024. In 2023, we recorded a $11.9 million after-tax charge ($16.4 million pretax) to shareholders’ equity as of December 31, 2023, for our pension plans. This charge primarily reflected a 30-basis point decrease in the domestic pension plans’ discount rate and a 50-basis point decrease in the international defined benefit pension plans’ discount rate, partially offset by a favorable performance on plan assets during 2023.
The $73.5 million actuarial gain for 2024 was primarily due to a 50-basis point increase in the domestic pension plans’ discount rate and a 20-basis point increase in the international defined benefit pension plans’ discount rate. The $62.0 million actuarial loss for 2023 was primarily due to a 30-basis point decrease in the domestic pension plans’ discount rate and a 50-basis point decrease in the international defined benefit pension plans’ discount rate.
Amounts recognized in the consolidated balance sheets consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
December 31, 2023 |
|
U.S. |
|
Foreign |
|
Total |
|
U.S. |
|
Foreign |
|
Total |
|
($ in millions) |
| Prepaid benefit cost in noncurrent assets |
$ |
40.9 |
|
|
$ |
2.4 |
|
|
$ |
43.3 |
|
|
$ |
— |
|
|
$ |
1.8 |
|
|
$ |
1.8 |
|
| Accrued benefit in current liabilities |
(0.2) |
|
|
(5.1) |
|
|
(5.3) |
|
|
(0.6) |
|
|
(5.6) |
|
|
(6.2) |
|
| Accrued benefit in noncurrent liabilities |
(1.4) |
|
|
(196.0) |
|
|
(197.4) |
|
|
(13.3) |
|
|
(212.5) |
|
|
(225.8) |
|
| Accumulated other comprehensive loss (income) |
539.5 |
|
|
(15.3) |
|
|
524.2 |
|
|
558.3 |
|
|
(5.4) |
|
|
552.9 |
|
| Net balance sheet impact |
$ |
578.8 |
|
|
$ |
(214.0) |
|
|
$ |
364.8 |
|
|
$ |
544.4 |
|
|
$ |
(221.7) |
|
|
$ |
322.7 |
|
At December 31, 2024 and 2023, the benefit obligation of non-qualified pension plans was $3.5 million and $3.7 million, respectively, and was included in the above pension benefit obligation. There were no plan assets for these non-qualified pension plans.
At December 31, 2024, future benefit payments for qualified and non-qualified plans were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-qualified Plans |
|
Qualified Plans |
| Expected Benefit Payments |
($ in millions) |
| 2025 |
$ |
0.4 |
|
|
$ |
151.1 |
|
| 2026 |
0.5 |
|
|
144.0 |
|
| 2027 |
0.3 |
|
|
138.9 |
|
| 2028 |
0.3 |
|
|
131.4 |
|
| 2029 |
0.5 |
|
|
125.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2024 |
|
2023 |
|
($ in millions) |
| Projected benefit obligation |
$ |
2,016.9 |
|
|
$ |
2,148.2 |
|
| Accumulated benefit obligation |
1,990.4 |
|
|
2,131.7 |
|
| Fair value of plans’ assets |
1,857.5 |
|
|
1,918.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2024 |
|
2023 |
|
2022 |
| Components of Net Periodic Benefit Income |
($ in millions) |
| Service cost |
$ |
5.2 |
|
|
$ |
5.7 |
|
|
$ |
8.4 |
|
| Interest cost |
101.4 |
|
|
105.4 |
|
|
61.4 |
|
| Expected return on plans’ assets |
(135.0) |
|
|
(131.4) |
|
|
(136.7) |
|
| Amortization of prior service cost |
(1.0) |
|
|
(0.4) |
|
|
(0.7) |
|
| Recognized actuarial loss |
7.0 |
|
|
— |
|
|
34.6 |
|
| Net periodic benefit income |
$ |
(22.4) |
|
|
$ |
(20.7) |
|
|
$ |
(33.0) |
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2024 |
|
2023 |
|
2022 |
| Included in Pretax Other Comprehensive Income (Loss) |
($ in millions) |
| Liability adjustment |
$ |
(22.9) |
|
|
$ |
16.4 |
|
|
$ |
(59.9) |
|
| Amortization of prior service costs and actuarial losses |
(6.0) |
|
|
0.4 |
|
|
(33.9) |
|
The service cost component of net periodic benefit income related to the employees of the operating segments are allocated to the operating segments based on their respective estimated census data.
Pension Plan Assumptions
Certain actuarial assumptions, such as discount rate and long-term rate of return on plan assets, have a significant effect on the amounts reported for net periodic benefit cost and accrued benefit obligation amounts. We use a measurement date of December 31 for our pension plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Pension Benefits |
|
Foreign Pension Benefits |
| Weighted-average Assumptions |
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
2022 |
| Discount rate—periodic benefit cost |
5.20 |
% |
(1) |
5.50 |
% |
|
2.90 |
% |
|
3.20 |
% |
|
3.70 |
% |
|
1.40 |
% |
| Expected return on plans’ assets |
6.75 |
% |
|
6.75 |
% |
|
6.75 |
% |
|
4.30 |
% |
|
4.40 |
% |
|
3.80 |
% |
| Rate of compensation increase |
3.00 |
% |
|
3.00 |
% |
|
3.00 |
% |
|
3.20 |
% |
|
3.40 |
% |
|
3.00 |
% |
| Discount rate—benefit obligation |
5.70 |
% |
|
5.20 |
% |
|
5.50 |
% |
|
3.40 |
% |
|
3.20 |
% |
|
3.70 |
% |
(1) The discount rate—periodic benefit cost for our domestic qualified pension plan is comprised of the discount rate used to determine interest costs of 5.1% and the discount rate used to determine service costs of 5.2%.
The discount rate is based on a hypothetical yield curve represented by a series of annualized individual zero-coupon bond spot rates for maturities ranging from one-half to thirty years. The bonds used in the yield curve must have a rating of AA or better per Standard & Poor’s, be non-callable, and have at least $250 million par outstanding. The yield curve is then applied to the projected benefit payments from the plan. Based on these bonds and the projected benefit payment streams, the single rate that produces the same yield as the matching bond portfolio is used as the discount rate.
The long-term expected rate of return on plan assets represents an estimate of the long-term rate of returns on the investment portfolio consisting of equities, fixed income and alternative investments. We use long-term historical actual return information, the allocation mix of investments that comprise plan assets and forecast estimates of long-term investment returns, including inflation rates, by reference to external sources. The historical rates of return on plan assets have been 4.1% for the last 5 years, 5.7% for the last 10 years and 7.2% for the last 15 years. The following rates of return by asset class were considered in setting the long-term rate of return assumption:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Asset Class |
Rate of Return |
| U.S. equities |
7% |
|
to |
|
11% |
| Non-U.S. equities |
8% |
|
to |
|
12% |
| Fixed income/cash |
3% |
|
to |
|
7% |
| Alternative investments |
5% |
|
to |
|
15% |
Plan Assets
Our pension plan asset allocations at December 31, 2024 and 2023 by asset class were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of Plan Assets |
| Asset Class |
2024 |
|
2023 |
| U.S. equities |
3 |
% |
|
3 |
% |
| Non-U.S. equities |
4 |
% |
|
4 |
% |
| Fixed income/cash |
44 |
% |
|
50 |
% |
| Alternative investments |
49 |
% |
|
43 |
% |
The Alternative Investments asset class includes hedge funds, real estate and private equity investments. The Alternative Investments class is intended to help diversify risk and increase returns by utilizing a broader group of assets.
A master trust was established by our pension plan to accumulate funds required to meet benefit payments of our plan and is administered solely in the interest of our plan’s participants and their beneficiaries. The master trust’s investment horizon is long term. Its assets are managed by professional investment managers or invested in professionally managed investment vehicles.
Our pension plan maintains a portfolio of assets designed to achieve an appropriate risk adjusted return. The portfolio of assets is also structured to manage risk by diversifying assets across asset classes whose return patterns are not highly correlated, investing in passively and actively managed strategies and in value and growth styles, and by periodic rebalancing of asset classes, strategies and investment styles to objectively set targets.
As of December 31, 2024, the following target allocation and ranges have been set for each asset class:
|
|
|
|
|
|
|
|
|
|
|
|
| Asset Class |
Target Allocation |
|
Target Range |
U.S. equities(1) |
15 |
% |
|
5% - 25% |
Non-U.S. equities(1) |
10 |
% |
|
0% - 30% |
Fixed income/cash(1) |
74 |
% |
|
30% - 95% |
| Alternative investments |
1 |
% |
|
0% - 35% |
(1) The target allocation for these asset classes includes alternative investments, primarily hedge funds, based on the underlying investments in each hedge fund.
Determining which hierarchical level an asset or liability falls within requires significant judgment. The following table summarizes our domestic and foreign defined benefit pension plans assets measured at fair value as of December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Asset Class |
Investments Measured at Net Asset Value |
|
Quoted Prices in Active Markets for Identical Assets (Level 1) |
|
Significant Other Observable Inputs (Level 2) |
|
Significant Unobservable Inputs (Level 3) |
|
Total |
| Equity Securities |
($ in millions) |
| U.S. equities |
$ |
12.3 |
|
|
$ |
36.9 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
49.2 |
|
| Non-U.S. equities |
70.6 |
|
|
0.1 |
|
|
0.1 |
|
|
— |
|
|
70.8 |
|
| Fixed Income/Cash |
|
|
|
|
|
|
|
|
|
| Cash |
— |
|
|
59.3 |
|
|
— |
|
|
— |
|
|
59.3 |
|
| Government treasuries |
— |
|
|
— |
|
|
267.6 |
|
|
— |
|
|
267.6 |
|
| Corporate debt instruments |
291.9 |
|
|
— |
|
|
0.5 |
|
|
— |
|
|
292.4 |
|
| Asset-backed securities |
191.8 |
|
|
— |
|
|
14.9 |
|
|
— |
|
|
206.7 |
|
| Alternative Investments |
|
|
|
|
|
|
|
|
|
| Hedge fund of funds |
632.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
632.0 |
|
| Real estate funds |
21.1 |
|
|
— |
|
|
— |
|
|
— |
|
|
21.1 |
|
| Private equity funds |
258.4 |
|
|
— |
|
|
— |
|
|
— |
|
|
258.4 |
|
| Total assets |
$ |
1,478.1 |
|
|
$ |
96.3 |
|
|
$ |
283.1 |
|
|
$ |
— |
|
|
$ |
1,857.5 |
|
The following table summarizes our domestic and foreign defined benefit pension plans assets measured at fair value as of December 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Asset Class |
Investments Measured at Net Asset Value |
|
Quoted Prices in Active Markets for Identical Assets (Level 1) |
|
Significant Other Observable Inputs (Level 2) |
|
Significant Unobservable Inputs (Level 3) |
|
Total |
| Equity Securities |
($ in millions) |
| U.S. equities |
$ |
12.2 |
|
|
$ |
36.6 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
48.8 |
|
| Non-U.S. equities |
85.4 |
|
|
0.1 |
|
|
0.5 |
|
|
— |
|
|
86.0 |
|
| Fixed Income/Cash |
|
|
|
|
|
|
|
|
|
| Cash |
— |
|
|
227.7 |
|
|
— |
|
|
— |
|
|
227.7 |
|
| Government treasuries |
— |
|
|
— |
|
|
244.9 |
|
|
— |
|
|
244.9 |
|
| Corporate debt instruments |
286.3 |
|
|
— |
|
|
0.5 |
|
|
— |
|
|
286.8 |
|
| Asset-backed securities |
192.7 |
|
|
— |
|
|
14.8 |
|
|
— |
|
|
207.5 |
|
| Alternative Investments |
|
|
|
|
|
|
|
|
|
| Hedge fund of funds |
599.5 |
|
|
— |
|
|
— |
|
|
— |
|
|
599.5 |
|
| Real estate funds |
20.1 |
|
|
— |
|
|
— |
|
|
— |
|
|
20.1 |
|
| Private equity funds |
196.7 |
|
|
— |
|
|
— |
|
|
— |
|
|
196.7 |
|
| Total assets |
$ |
1,392.9 |
|
|
$ |
264.4 |
|
|
$ |
260.7 |
|
|
$ |
— |
|
|
$ |
1,918.0 |
|
U.S. equities—This class included actively and passively managed equity investments in common stock and commingled funds comprised primarily of large-capitalization stocks with value, core and growth strategies.
Non-U.S. equities—This class included actively managed equity investments in commingled funds comprised primarily of international large-capitalization stocks from both developed and emerging markets.
Fixed income and cash—This class included commingled funds comprised of debt instruments issued by the U.S. and Canadian Treasuries, U.S. Agencies, corporate debt instruments, asset- and mortgage-backed securities and cash.
Hedge fund of funds—This class included a hedge fund which invests in the following types of hedge funds:
Event driven hedge funds—This class included hedge funds that invest in securities to capture excess returns that are driven by market or specific company events including activist investment philosophies and the arbitrage of equity and private and public debt securities.
Market neutral hedge funds—This class included investments in U.S. and international equities and fixed income securities while maintaining a market neutral position in those markets.
Other hedge funds—This class primarily included long-short equity strategies and a global macro fund which invested in fixed income, equity, currency, commodity and related derivative markets.
Real estate funds—This class included several funds that invest primarily in U.S. commercial real estate.
Private equity funds—This class included several private equity funds that invest primarily in infrastructure and U.S. power generation and transmission assets.
U.S. equities and non-U.S. equities are primarily valued at the net asset value provided by the independent administrator or custodian of the commingled fund. The net asset value is based on the value of the underlying equities, which are traded on an active market. U.S. equities are also valued at the closing price reported in an active market on which the individual securities are traded. A portion of our fixed income investments are valued at the net asset value provided by the independent administrator or custodian of the fund. The net asset value is based on the underlying assets, which are valued using inputs such as the closing price reported, if traded on an active market, values derived from comparable securities of issuers with similar credit ratings, or under a discounted cash flow approach that utilizes observable inputs, such as current yields of similar instruments, but includes adjustments for risks that may not be observable such as certain credit and liquidity risks. Alternative investments are valued at the net asset value as determined by the independent administrator or custodian of the fund. The net asset value is based on the underlying investments, which are valued using inputs such as quoted market prices of identical instruments, discounted future cash flows, independent appraisals and market-based comparable data.
NOTE 13. POSTRETIREMENT BENEFITS
We provide certain postretirement healthcare (medical) and life insurance benefits for eligible active and retired domestic employees. The healthcare plans are contributory with participants’ contributions adjusted annually based on medical rates of inflation and plan experience. We use a measurement date of December 31 for our postretirement plans.
Other Postretirement Benefits Obligations and Funded Status
Changes in the benefit obligation were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
December 31, 2023 |
|
U.S. |
|
Foreign |
|
Total |
|
U.S. |
|
Foreign |
|
Total |
| Change in Benefit Obligation |
($ in millions) |
| Benefit obligation - beginning of year |
$ |
28.2 |
|
|
$ |
7.0 |
|
|
$ |
35.2 |
|
|
$ |
28.5 |
|
|
$ |
6.4 |
|
|
$ |
34.9 |
|
| Service cost |
0.4 |
|
|
0.1 |
|
|
0.5 |
|
|
0.6 |
|
|
0.1 |
|
|
0.7 |
|
| Interest cost |
1.1 |
|
|
0.3 |
|
|
1.4 |
|
|
1.4 |
|
|
0.4 |
|
|
1.8 |
|
| Actuarial (gain) loss |
(5.0) |
|
|
(1.8) |
|
|
(6.8) |
|
|
1.5 |
|
|
0.2 |
|
|
1.7 |
|
| Benefits paid |
(4.6) |
|
|
(0.3) |
|
|
(4.9) |
|
|
(3.8) |
|
|
(0.3) |
|
|
(4.1) |
|
| Foreign currency translation adjustments |
— |
|
|
1.3 |
|
|
1.3 |
|
|
— |
|
|
0.2 |
|
|
0.2 |
|
| Benefit obligation - end of year |
$ |
20.1 |
|
|
$ |
6.6 |
|
|
$ |
26.7 |
|
|
$ |
28.2 |
|
|
$ |
7.0 |
|
|
$ |
35.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
December 31, 2023 |
|
U.S. |
|
Foreign |
|
Total |
|
U.S. |
|
Foreign |
|
Total |
|
($ in millions) |
| Funded status |
$ |
(20.1) |
|
|
$ |
(6.6) |
|
|
$ |
(26.7) |
|
|
$ |
(28.2) |
|
|
$ |
(7.0) |
|
|
$ |
(35.2) |
|
We recorded a $5.2 million after-tax benefit ($6.8 million pretax) to shareholders’ equity as of December 31, 2024, for our other postretirement plans. In 2023, we recorded an after-tax charge of $1.3 million ($1.7 million pretax) to shareholders’ equity as of December 31, 2023, for our other postretirement plans.
Amounts recognized in the consolidated balance sheets consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
December 31, 2023 |
|
U.S. |
|
Foreign |
|
Total |
|
U.S. |
|
Foreign |
|
Total |
|
($ in millions) |
| Accrued benefit in current liabilities |
$ |
(2.0) |
|
|
$ |
(0.3) |
|
|
$ |
(2.3) |
|
|
$ |
(2.4) |
|
|
$ |
(0.3) |
|
|
$ |
(2.7) |
|
| Accrued benefit in noncurrent liabilities |
(18.1) |
|
|
(6.3) |
|
|
(24.4) |
|
|
(25.8) |
|
|
(6.7) |
|
|
(32.5) |
|
| Accumulated other comprehensive loss (income) |
4.6 |
|
|
(3.5) |
|
|
1.1 |
|
|
11.0 |
|
|
(2.7) |
|
|
8.3 |
|
| Net balance sheet impact |
$ |
(15.5) |
|
|
$ |
(10.1) |
|
|
$ |
(25.6) |
|
|
$ |
(17.2) |
|
|
$ |
(9.7) |
|
|
$ |
(26.9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2024 |
|
2023 |
|
2022 |
| Components of Net Periodic Benefit Cost |
($ in millions) |
| Service cost |
$ |
0.5 |
|
|
$ |
0.7 |
|
|
$ |
1.1 |
|
| Interest cost |
1.4 |
|
|
1.8 |
|
|
1.1 |
|
| Amortization of prior service cost |
(0.3) |
|
|
0.1 |
|
|
0.1 |
|
| Recognized actuarial loss |
0.5 |
|
|
0.5 |
|
|
1.5 |
|
| Net periodic benefit cost |
$ |
2.1 |
|
|
$ |
3.1 |
|
|
$ |
3.8 |
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2024 |
|
2023 |
|
2022 |
| Included in Pretax Other Comprehensive Income (Loss) |
($ in millions) |
| Liability adjustment |
$ |
(6.8) |
|
|
$ |
1.7 |
|
|
$ |
(12.2) |
|
| Amortization of prior service costs and actuarial losses |
(0.2) |
|
|
(0.6) |
|
|
(1.6) |
|
The service cost component of net periodic postretirement benefit cost related to the employees of the operating segments are allocated to the operating segments based on their respective estimated census data.
Other Postretirement Benefits Plan Assumptions
Certain actuarial assumptions, such as discount rate, have a significant effect on the amounts reported for net periodic benefit cost and accrued benefit obligation amounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| Weighted-Average Assumptions |
2024 |
|
2023 |
|
2022 |
| Discount rate—periodic benefit cost |
5.2 |
% |
|
5.5 |
% |
|
2.8 |
% |
| Discount rate—benefit obligation |
5.6 |
% |
|
5.2 |
% |
|
5.5 |
% |
The discount rate is based on a hypothetical yield curve represented by a series of annualized individual zero-coupon bond spot rates for maturities ranging from one-half to thirty years. The bonds used in the yield curve must have a rating of AA or better per Standard & Poor’s, be non-callable, and have at least $250 million par outstanding. The yield curve is then applied to the projected benefit payments from the plan. Based on these bonds and the projected benefit payment streams, the single rate that produces the same yield as the matching bond portfolio is used as the discount rate.
We review external data and our own internal trends for healthcare costs to determine the healthcare cost for the postretirement benefit obligation. The assumed healthcare cost trend rates for pre-65 retirees were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2024 |
|
2023 |
| Healthcare cost trend rate assumed for next year |
7.0 |
% |
|
7.0 |
% |
| Rate that the cost trend rate gradually declines to |
4.5 |
% |
|
4.5 |
% |
| Year that the rate reaches the ultimate rate |
2034 |
|
2033 |
For post-65 retirees, we provide a fixed dollar benefit, which is not subject to escalation.
We expect to make payments of approximately $3 million for each of the next five years under the provisions of our other postretirement benefit plans.
NOTE 14. INCOME TAXES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
2024 |
|
2023 |
|
2022 |
| Components of Income (Loss) Before Taxes |
($ in millions) |
| U.S. |
$ |
(59.9) |
|
|
$ |
456.7 |
|
|
$ |
1,231.2 |
|
| Foreign |
201.6 |
|
|
102.6 |
|
|
444.8 |
|
| Income before taxes |
$ |
141.7 |
|
|
$ |
559.3 |
|
|
$ |
1,676.0 |
|
| Components of Income Tax Provision (Benefit) |
|
|
|
|
|
| Current: |
|
|
|
|
|
| Federal |
$ |
46.4 |
|
|
$ |
96.2 |
|
|
$ |
225.0 |
|
| State |
7.3 |
|
|
19.4 |
|
|
31.1 |
|
| Foreign |
22.8 |
|
|
48.0 |
|
|
121.7 |
|
| Total current |
76.5 |
|
|
163.6 |
|
|
377.8 |
|
| Deferred: |
|
|
|
|
|
| Federal |
(55.1) |
|
|
(25.3) |
|
|
(32.1) |
|
| State |
(8.0) |
|
|
(7.9) |
|
|
(4.3) |
|
| Foreign |
23.3 |
|
|
(23.1) |
|
|
7.7 |
|
| Total deferred |
(39.8) |
|
|
(56.3) |
|
|
(28.7) |
|
| Income tax provision |
$ |
36.7 |
|
|
$ |
107.3 |
|
|
$ |
349.1 |
|
The Inflation Reduction Act (IRA) was enacted in the United States on August 16, 2022 and allows for the purchase of energy tax credits. These credits provide the opportunity to invest in clean energy solutions while achieving tax benefits. During 2024, Olin purchased tax credits totaling $29.7 million, discounted by $2.7 million, for a net cash payment of $27.0 million. The $2.7 million discount was recorded as a tax benefit in 2024. The remaining $27.0 million of purchased credits was included in cash paid for income taxes within our supplemental cash flow details.
The following table accounts for the difference between the actual tax provision and the amounts obtained by applying the statutory U.S. federal income tax rate to the income (loss) before taxes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
| Effective Tax Rate Reconciliation (Percent) |
2024 |
|
2023 |
|
2022 |
| Statutory federal tax rate |
21.0 |
% |
|
21.0 |
% |
|
21.0 |
% |
| State income taxes, net |
1.6 |
|
|
2.7 |
|
|
2.3 |
|
| Foreign rate differential |
1.0 |
|
|
(1.8) |
|
|
1.5 |
|
| U.S. tax on foreign earnings |
11.3 |
|
|
1.7 |
|
|
(0.8) |
|
| Salt depletion |
(7.0) |
|
|
(1.7) |
|
|
(0.5) |
|
| Change in valuation allowance |
13.6 |
|
|
2.0 |
|
|
0.4 |
|
| Change in tax contingencies |
(17.9) |
|
|
(0.5) |
|
|
0.5 |
|
| Share-based payments |
(1.9) |
|
|
(1.0) |
|
|
(0.3) |
|
| Return to provision |
1.0 |
|
|
(3.1) |
|
|
(0.6) |
|
| U.S. federal tax credits |
(1.9) |
|
|
— |
|
|
(0.1) |
|
| Non-deductible exchange rate results |
3.4 |
|
|
(0.4) |
|
|
— |
|
| Legal entity liquidation |
— |
|
|
(0.5) |
|
|
(2.0) |
|
| Other, net |
1.7 |
|
|
0.8 |
|
|
0.2 |
|
| Effective tax rate |
25.9 |
% |
|
19.2 |
% |
|
20.8 |
% |
The effective tax rate for 2024 included benefits associated with stock-based compensation, U.S. Federal tax credits purchased at a discount, changes in tax contingencies and remeasurement of deferred taxes due to a decrease in our state effective tax rates, partially offset by expenses from prior year tax positions and from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions. These factors resulted in a net $5.1 million tax benefit. Excluding these items, the effective tax rate for 2024 of 29.5% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax, foreign income inclusions and non-deductible exchange rate results, partially offset by favorable permanent salt depletion deductions.
The effective tax rate for 2023 included benefits associated with a legal entity liquidation, prior year tax positions, stock-based compensation, remeasurement of deferred taxes due to a decrease in our state effective tax rates and foreign rate changes, and from a change in tax contingencies, and an expense from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions. These factors resulted in a net $29.4 million tax benefit. Excluding these items, the effective tax rate for 2023 of 24.4% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax, an increase in the valuation allowance related to losses in foreign jurisdictions and foreign income inclusions, partially offset by foreign rate differential and favorable permanent salt depletion deductions.
The effective tax rate for 2022 included benefits associated with a legal entity liquidation, prior year tax positions, stock-based compensation, and remeasurement of deferred taxes due to a decrease in our state effective tax rates, and expenses associated with a net increase in the valuation allowance related to state tax credits and a change in tax contingencies. These factors resulted in a net $60.2 million tax benefit. Excluding these items, the effective tax rate for 2022 of 24.4% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax, an increase in the valuation allowance related to losses in foreign jurisdictions and foreign income taxes, partially offset by foreign income exclusions and favorable permanent salt depletion deductions.
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2024 |
|
2023 |
| Components of Deferred Tax Assets and Liabilities |
($ in millions) |
| Deferred Tax Assets |
|
| Pension and postretirement benefits |
$ |
24.7 |
|
|
$ |
42.4 |
|
| Environmental reserves |
39.3 |
|
|
38.3 |
|
| Asset retirement obligations |
19.3 |
|
|
16.6 |
|
| Accrued liabilities |
33.9 |
|
|
46.1 |
|
| Lease liabilities |
76.5 |
|
|
88.1 |
|
| Tax credits |
62.0 |
|
|
47.3 |
|
| Net operating losses (NOL) |
57.5 |
|
|
54.1 |
|
| Interest deduction limitation |
22.8 |
|
|
— |
|
| Other miscellaneous items |
— |
|
|
3.0 |
|
| Total deferred tax assets |
336.0 |
|
|
335.9 |
|
| Valuation allowance |
(118.9) |
|
|
(99.5) |
|
| Net deferred tax assets |
217.1 |
|
|
236.4 |
|
|
|
|
|
| Deferred Tax Liabilities |
|
|
|
| Property, plant and equipment |
387.7 |
|
|
439.5 |
|
| Right-of-use lease assets |
75.1 |
|
|
86.5 |
|
| Intangible amortization |
92.4 |
|
|
76.9 |
|
| Inventory and prepaids |
8.3 |
|
|
5.5 |
|
| Taxes on unremitted earnings |
18.7 |
|
|
16.8 |
|
| Other miscellaneous items |
12.0 |
|
|
— |
|
| Total deferred tax liabilities |
594.2 |
|
|
625.2 |
|
|
|
|
|
| Net deferred income tax liability |
$ |
(377.1) |
|
|
$ |
(388.8) |
|
Realization of the net deferred tax assets, irrespective of indefinite-lived deferred tax liabilities, is dependent on future reversals of existing taxable temporary differences and adequate future taxable income, exclusive of reversing temporary differences and carryforwards. Although realization is not assured, we believe that it is more likely than not that the net deferred tax assets will be realized.
At December 31, 2024, we had deferred state tax assets of $16.1 million relating to state NOLs, which will expire in years 2030 through 2042, if not utilized.
At December 31, 2024, we had deferred state tax assets of $20.0 million relating to state tax credits, which will expire in years 2025 through 2039, if not utilized.
At December 31, 2024, we had foreign tax credits of $38.1 million, that will expire in years 2027 through 2033, if not utilized.
At December 31, 2024, we had NOLs of approximately $155.7 million (representing $43.2 million of deferred tax assets) in various foreign jurisdictions. Of these, $60.5 million (representing $15.2 million of deferred tax assets) expire in various years from 2025 to 2043. The remaining $95.2 million (representing $28.0 million of deferred tax assets) do not expire.
As of December 31, 2024, we had recorded a valuation allowance of $118.9 million, compared to $99.5 million as of December 31, 2023, and $76.4 million as of December 31, 2022. The increase of $19.4 million in 2024 is primarily due to increases in valuation allowances on foreign tax credits and foreign NOLs.
We continue to have net deferred tax assets in several jurisdictions which we expect to realize, assuming sufficient taxable income can be generated to utilize these deferred tax benefits, which is based on certain estimates and assumptions. If these estimates and related assumptions change in the future, we may be required to reduce the value of the deferred tax assets resulting in additional tax expense.
The activity of our deferred income tax valuation allowance was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2024 |
|
2023 |
| Deferred Income Tax Valuation Allowance |
($ in millions) |
| Beginning balance |
$ |
99.5 |
|
|
$ |
76.4 |
|
| Increases to valuation allowances |
39.1 |
|
|
23.6 |
|
| Decreases to valuation allowances |
(17.1) |
|
|
(0.1) |
|
| Foreign currency translation adjustments |
(2.6) |
|
|
(0.4) |
|
| Ending balance |
$ |
118.9 |
|
|
$ |
99.5 |
|
As of December 31, 2024, we had $21.1 million of gross unrecognized tax benefits, which would have a net $21.1 million impact on the effective tax rate, if recognized. The change for both 2024 and 2023 primarily relates to additional gross unrecognized benefits for current and prior year tax positions, as well as decreases for prior year tax positions. The amounts of unrecognized tax benefits were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2024 |
|
2023 |
| Unrecognized Tax Benefits |
($ in millions) |
| Beginning balance |
$ |
50.3 |
|
|
$ |
51.6 |
|
| Increase for current year tax positions |
1.0 |
|
|
1.7 |
|
| Increase for prior year tax positions |
6.6 |
|
|
1.3 |
|
| Decrease for prior year tax positions |
(34.0) |
|
|
(0.5) |
|
| Reduction due to lapse in statute limitations |
— |
|
|
(5.1) |
|
| Settlements with tax authorities |
(1.0) |
|
|
— |
|
| Foreign currency translation adjustments |
(1.8) |
|
|
1.3 |
|
| Ending balance |
$ |
21.1 |
|
|
$ |
50.3 |
|
We recognize interest and penalty expense related to unrecognized tax positions as a component of the income tax provision. As of December 31, 2024 and 2023, interest and penalties accrued were $3.2 million and $1.9 million, respectively. For 2024, 2023 and 2022, we recorded expense related to interest and penalties of $1.2 million, $0.7 million and $0.7 million, respectively.
As of December 31, 2024, we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $11.1 million over the next twelve months. The anticipated reduction primarily relates to expected settlements with tax authorities and the expiration of federal, state and foreign statutes of limitation.
We operate globally and file income tax returns in numerous jurisdictions. Our tax returns are subject to examination by various federal, state and local tax authorities. Additionally, examinations are ongoing in various states and foreign jurisdictions. We believe we have adequately provided for all tax positions; however, amounts asserted by taxing authorities could be greater than our accrued position.
For our primary tax jurisdictions, the tax years that remain subject to examination are as follows:
|
|
|
|
|
|
|
Tax Years |
| U.S. federal income tax |
2020 - 2023 |
| U.S. state income tax |
2015 - 2023 |
| Canadian federal income tax |
2018 - 2023 |
| Brazil |
2019 - 2023 |
| Germany |
2022 - 2023 |
| China |
2014 - 2023 |
| The Netherlands |
2017 - 2023 |
NOTE 15. ACCRUED LIABILITIES
Included in accrued liabilities were the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2024 |
|
2023 |
| Accrued Liabilities |
($ in millions) |
| Accrued compensation and payroll taxes |
56.8 |
|
|
72.0 |
|
| Non-income tax-related accruals |
51.2 |
|
|
52.5 |
|
| Accrued interest |
35.3 |
|
|
35.8 |
|
| Legal and professional costs |
38.5 |
|
|
27.0 |
|
| Accrued employee benefits |
37.9 |
|
|
63.5 |
|
| Contract liabilities (current portion only) |
23.2 |
|
|
34.5 |
|
Manufacturing related accruals |
106.3 |
|
|
35.1 |
|
| Environmental (current portion only) |
30.0 |
|
|
32.0 |
|
| Asset retirement obligation (current portion only) |
12.8 |
|
|
9.5 |
|
| Restructuring reserves (current portion only) |
8.3 |
|
|
22.6 |
|
| Derivative contracts |
3.3 |
|
|
31.9 |
|
| Other |
31.9 |
|
|
33.6 |
|
| Accrued liabilities |
$ |
435.5 |
|
|
$ |
450.0 |
|
NOTE 16. DEFINED CONTRIBUTION PLAN
The Company sponsors a defined contribution plan for qualifying domestic employees (Employee Retirement Savings Plan) and a supplemental executive retirement plan as follows:
Employee Retirement Savings Plan
We sponsor a defined contribution plan for qualifying domestic employees, for which the company contributes between 5.0% and 7.5% of the employee’s eligible compensation into an individual retirement contribution account (Company Contribution). Employees generally vest in the value of the Company Contribution according to a schedule based on service. Prior to February 2023, participants vested 25% after 2 years of service, and 25% each year thereafter, through year 5 of service. After February 2023, participants vest 50% after 2 years of service and 100% after 3 years of service.
We also match a percentage of our employee’s contributions (Company Match), which are invested in the same investment allocation as the employee’s contributions. Prior to February 2023, participants vested 25% after 2 years of service, and 25% each year thereafter, through year 5 of service. After February 2023, employees immediately vest in the Company Match.
Our contributions to the defined contribution plan for 2024, 2023 and 2022, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
2024 |
|
2023 |
|
2022 |
| Employee Retirement Savings Plan Expense |
($ in millions) |
| Company Contribution |
$ |
37.6 |
|
|
$ |
36.8 |
|
|
$ |
37.4 |
|
| Company Match |
14.6 |
|
|
14.5 |
|
|
14.4 |
|
| Total expense |
$ |
52.2 |
|
|
$ |
51.3 |
|
|
$ |
51.8 |
|
Supplemental Executive Retirement Plan
During 2024, we elected to fund the Company’s non-qualified supplemental executive retirement plan obligations through a rabbi trust in the amount of $7.0 million, which was included within other investing activities on the consolidated statements of cash flows. The rabbi trust is subject to creditor claims in the event of insolvency by Olin, but the assets held in the rabbi trust are not available for general corporate purposes. Amounts in the rabbi trust are invested in mutual funds, consistent with the investment choices selected by participants in their plan accounts, which are designated as trading securities and carried at fair value as Level 1 investments within other assets on the consolidated balance sheets with the corresponding plan obligations included as other liabilities. The Company’s liabilities related to the supplemental executive retirement plan were $6.9 million and $7.6 million at December 31, 2024 and 2023, respectively.
NOTE 17. STOCK-BASED COMPENSATION
Stock-based compensation expense was allocated to the operating segments for the portion related to employees whose compensation would be included in cost of goods sold with the remainder recognized in corporate/other. There were no significant capitalized stock-based compensation costs. Stock-based compensation granted includes stock options, performance share awards, restricted stock awards and deferred directors’ compensation. Stock-based compensation expense was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
2024 |
|
2023 |
|
2022 |
| Stock Compensation Expense |
($ in millions) |
| Stock-based compensation |
$ |
20.0 |
|
|
$ |
26.7 |
|
|
$ |
25.6 |
|
| Mark-to-market adjustments |
(10.7) |
|
|
1.1 |
|
|
(2.5) |
|
| Total expense |
$ |
9.3 |
|
|
$ |
27.8 |
|
|
$ |
23.1 |
|
Under the stock option and long-term incentive plans, options may be granted to purchase shares of our common stock at an exercise price not less than fair market value at the date of grant and are exercisable for a period not exceeding ten years from that date. Stock options, restricted stock and performance shares typically vest over three years. We issue shares to settle stock options, restricted stock and other share-based performance awards. In 2024, 2023 and 2022, long-term incentive awards included stock options, performance share awards and restricted stock. The stock option exercise price was set at the fair market value of common stock on the date of the grant.
Stock Options
The fair value of each stock option granted, which typically vests ratably over three years, but not less than one year, was estimated on the date of grant, using the Black-Scholes option-pricing model with the following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Grant Date Assumptions - Stock Options |
2024 |
|
2023 |
|
2022 |
| Dividend yield |
1.50% |
|
1.32% |
|
1.60% |
| Risk-free interest rate |
4.35% |
|
4.07% |
|
1.93% |
| Expected volatility of Olin common stock |
47% |
|
47% |
|
48% |
| Expected life (years) |
7.0 |
|
7.0 |
|
7.0 |
| Weighted-average grant fair value (per option) |
$ |
24.17 |
|
$ |
28.74 |
|
$ |
21.18 |
| Weighted-average exercise price |
$ |
53.34 |
|
$ |
60.43 |
|
$ |
49.71 |
| Stock options granted |
606,157 |
|
564,124 |
|
752,100 |
Dividend yield was based on our current dividend yield as of the option grant date. Risk-free interest rate was based on zero coupon U.S. Treasury securities rates for the expected life of the options. Expected volatility was based on our historical stock price movements, as we believe that historical experience is the best available indicator of the expected volatility. Expected life of the option grant was based on historical exercise and cancellation patterns, as we believe that historical experience is the best estimate for future exercise patterns.
Stock option transactions were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable |
| Stock Option Transactions |
Shares |
|
Option Price |
|
Weighted-Average Option Price |
|
Options |
|
Weighted-Average Exercise Price |
| Outstanding at January 1, 2024 |
4,923,573 |
|
|
13.14-65.77 |
|
$ |
33.23 |
|
|
3,654,274 |
|
|
$ |
27.33 |
|
| Granted |
606,157 |
|
|
42.44-57.59 |
|
53.34 |
|
|
|
|
|
| Exercised |
(925,633) |
|
|
13.14-49.71 |
|
25.88 |
|
|
|
|
|
| Canceled |
(207,102) |
|
|
25.57-60.55 |
|
57.33 |
|
|
|
|
|
| Outstanding at December 31, 2024 |
4,396,995 |
|
|
13.14-65.77 |
|
$ |
36.42 |
|
|
3,399,041 |
|
|
$ |
31.11 |
|
At December 31, 2024, the average exercise period for all outstanding and exercisable options was 60 months and 48 months, respectively. At December 31, 2024, the aggregate intrinsic value (the difference between the exercise price and market value) for outstanding options was $21.4 million, which includes exercisable options of $21.4 million. The total intrinsic value of options exercised during the years ended December 31, 2024, 2023 and 2022, was $25.3 million, $29.7 million and $36.9 million, respectively.
The total unrecognized compensation cost related to unvested stock options at December 31, 2024, was $14.6 million and was expected to be recognized over a weighted-average period of 1.9 years.
The following table provides certain information with respect to stock options exercisable at December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of Exercise Prices |
|
Options Exercisable |
|
Weighted-Average Exercise Price |
|
Options Outstanding |
|
Weighted-Average Exercise Price |
| Under $27.00 |
|
1,285,483 |
|
|
$ |
20.83 |
|
|
1,285,483 |
|
|
$ |
20.83 |
|
| $27.00 - $45.00 |
|
1,485,038 |
|
|
30.62 |
|
|
1,491,704 |
|
|
30.68 |
|
| Over $45.00 |
|
628,520 |
|
|
53.30 |
|
|
1,619,808 |
|
|
54.08 |
|
|
|
3,399,041 |
|
|
|
|
4,396,995 |
|
|
|
At December 31, 2024, common shares reserved for issuance and available for grant or purchase under the following plans consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
| Incentive Plans |
Reserved for Issuance |
|
Available for Grant or Purchase(1) |
|
|
|
|
| 2003 Long Term Incentive Plan |
18,484 |
|
|
— |
|
| 2006 Long Term Incentive Plan |
13,998 |
|
|
— |
|
| 2009 Long Term Incentive Plan |
26,750 |
|
|
— |
|
| 2014 Long Term Incentive Plan |
233,409 |
|
|
— |
|
| 2016 Long Term Incentive Plan |
959,781 |
|
|
— |
|
| 2018 Long Term Incentive Plan |
6,769,335 |
|
|
3,471,190 |
|
| 2021 Long Term Incentive Plan |
2,747,500 |
|
|
2,260,617 |
|
| Total under stock option plans |
10,769,257 |
|
|
5,731,807 |
|
(1) All available to be issued as stock options, but includes a sub-limit for all types of stock awards of 2,176,853 shares.
Director Plans
Under the stock purchase plans, our non-employee directors may defer certain elements of their compensation into shares of our common stock based on fair market value of the shares at the time of deferral. Non-employee directors annually receive stock grants as a portion of their director compensation. Of the shares reserved under the stock purchase plans at December 31, 2024, 261,600 shares were committed.
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
| Director Plans |
Reserved for Issuance |
|
Available for Grant or Purchase |
| 1997 Stock Plan for Non-employee Directors |
362,648 |
|
|
101,048 |
|
Performance Shares
Performance share awards are denominated in shares of our stock and are paid half in cash and half in stock. Payouts for performance share awards are based on two criteria: (1) 50% of the award is based on Olin’s total shareholder returns (TSR) over the applicable three-year performance cycle in relation to the TSR over the same period among a portfolio of public companies which are selected in concert with outside compensation consultants and (2) 50% of the award is based on Olin’s net income over the applicable three-year performance cycle in relation to the net income goal for such period as set by the Compensation Committee of Olin’s Board of Directors. The expense associated with performance shares is recorded based on our estimate of our performance relative to the respective target. If an employee leaves the company before the end of the performance cycle, the performance shares may be prorated based on the number of months of the performance cycle worked and are settled in cash instead of half in cash and half in stock when the three-year performance cycle is completed. Granted shares reflects changes in assumptions associated with the expected achievement of the aforementioned criteria.
The fair value of each performance share award based on net income was estimated on the date of grant, using the current stock price. The fair value of each performance share award based on TSR was estimated on the date of grant, using a Monte Carlo simulation model with the following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Grant Date Assumptions - Performance Shares |
2024 |
|
2023 |
|
2022 |
| Risk-free interest rate |
4.53% |
|
4.46% |
|
1.74% |
| Expected volatility of Olin common stock |
41% |
|
52% |
|
59% |
| Expected average volatility of peer companies |
37% |
|
42% |
|
47% |
| Average correlation coefficient of peer companies |
0.40 |
|
0.51 |
|
0.51 |
| Expected life (years) |
3.0 |
|
3.0 |
|
3.0 |
| Grant date fair value (TSR-based award) |
$ |
72.80 |
|
$ |
86.98 |
|
$ |
64.13 |
| Grant date fair value (net income-based award) |
$ |
54.07 |
|
$ |
60.55 |
|
$ |
49.71 |
| Performance share awards granted |
180,714 |
|
161,474 |
|
184,000 |
The risk-free interest rate was based on zero coupon U.S. Treasury securities rates for the expected life of the performance share awards. The expected volatility of Olin common stock and peer companies was based on historical stock price movements, as we believe that historical experience is the best available indicator of the expected volatility. The average correlation coefficient of peer companies was determined based on historical trends of Olin’s common stock price compared to the peer companies. Expected life of the performance share award grant was based on historical exercise and cancellation patterns, as we believe that historical experience is the best estimate of future exercise patterns.
Performance share transactions were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To Settle in Cash |
|
To Settle in Shares |
| Performance Share Transactions |
Shares |
|
Weighted-Average Fair Value per Share |
|
Shares |
|
Weighted-Average Fair Value per Share |
| Outstanding at January 1, 2024 |
395,662 |
|
|
$ |
54.18 |
|
|
339,852 |
|
|
$ |
43.65 |
|
| Granted |
90,357 |
|
|
63.44 |
|
|
90,357 |
|
|
63.44 |
|
Adjustment for performance achievement(1) |
(113,146) |
|
|
42.88 |
|
|
1,093 |
|
|
55.16 |
|
| Paid/issued |
(211,534) |
|
|
54.18 |
|
|
(151,845) |
|
|
28.99 |
|
| Converted from shares to cash |
17,662 |
|
|
50.95 |
|
|
(17,662) |
|
|
50.95 |
|
| Canceled |
(34,025) |
|
|
33.54 |
|
|
(81,579) |
|
|
56.57 |
|
| Outstanding at December 31, 2024 |
144,976 |
|
|
$ |
33.54 |
|
|
180,216 |
|
|
$ |
54.92 |
|
| Total vested at December 31, 2024 |
92,962 |
|
|
$ |
33.54 |
|
|
99,332 |
|
|
$ |
54.24 |
|
(1) Reflects the number of shares achieved above or below target, based on actual performance throughout the performance period.
The summary of the status of our unvested performance shares to be settled in cash were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Unvested Performance Shares |
Shares |
|
Weighted-Average Fair Value per Share |
| Unvested at January 1, 2024 |
85,827 |
|
|
$ |
54.18 |
|
| Granted |
90,357 |
|
|
63.44 |
|
Adjustment for performance achievement(1) |
(113,146) |
|
|
42.88 |
|
| Vested |
23,001 |
|
|
33.54 |
|
| Canceled |
(34,025) |
|
|
33.54 |
|
| Unvested at December 31, 2024 |
52,014 |
|
|
$ |
33.54 |
|
(1) Reflects the number of shares achieved above or below target, based on actual performance throughout the performance period.
At December 31, 2024, the liability recorded for performance shares to be settled in cash totaled $2.8 million. The total unrecognized compensation cost related to unvested performance shares at December 31, 2024, was $6.2 million and was expected to be recognized over a weighted-average period of 1.8 years.
NOTE 18. SHAREHOLDERS’ EQUITY
On December 11, 2024, our Board of Directors approved a share repurchase program with a $1.3 billion authorization (the 2024 Repurchase Authorization). The Board of Directors previously authorized share repurchases with a $2.0 billion, $1.0 billion and $500.0 million authorization on July 28, 2022 (the 2022 Repurchase Authorization), November 1, 2021 (the 2021 Repurchase Authorization) and April 26, 2018 (the 2018 Repurchase Authorization), respectively.
The 2024 Repurchase Authorization and 2022 Repurchase Authorization will terminate upon the purchase of $1.3 billion and $2.0 billion of common stock, respectively. The 2021 Repurchase Authorization and 2018 Repurchase Authorization terminated in 2022, upon the purchase of $1.0 billion and $500.0 million in common stock, respectively.
For the years ended December 31, 2024, 2023 and 2022, 5.9 million, 13.3 million and 25.7 million shares, respectively, of common stock have been repurchased and retired at a total value of $300.3 million, $711.3 million and $1,350.7 million, respectively. As of December 31, 2024, a cumulative total of 25.1 million shares were repurchased and retired at a total value of $1,301.1 million and $698.9 million of common stock remained authorized to be repurchased under the 2022 Repurchase Authorization program. As of December 31, 2024, there have been no repurchases under the 2024 Repurchase Authorization program and $1.3 billion remained available.
During 2024, 2023 and 2022, we issued 0.9 million, 1.0 million and 1.1 million shares, respectively, with a total value of $23.9 million, $25.4 million and $25.7 million, respectively, representing stock options exercised.
We have registered an undetermined number of securities with the SEC, so that, from time-to-time, we may issue debt securities, preferred stock and/or common stock and associated warrants in the public market under that registration statement.
The following table represents the activity included in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Translation |
|
Cash Flow Hedges |
|
Pension and Postretirement Benefits |
|
Total |
| Accumulated Other Comprehensive Loss |
($ in millions) |
| Balance at January 1, 2022 |
$ |
(10.9) |
|
|
$ |
22.8 |
|
|
$ |
(499.9) |
|
|
$ |
(488.0) |
|
| Unrealized (losses) gains |
(27.7) |
|
|
(15.6) |
|
|
72.1 |
|
|
28.8 |
|
| Reclassification adjustments of (gains) losses into income |
— |
|
|
(58.2) |
|
|
35.5 |
|
|
(22.7) |
|
| Tax benefit (provision) |
— |
|
|
18.5 |
|
|
(32.5) |
|
|
(14.0) |
|
| Net change |
(27.7) |
|
|
(55.3) |
|
|
75.1 |
|
|
(7.9) |
|
| Balance at December 31, 2022 |
(38.6) |
|
|
(32.5) |
|
|
(424.8) |
|
|
(495.9) |
|
| Unrealized losses |
(1.1) |
|
|
(53.6) |
|
|
(18.1) |
|
|
(72.8) |
|
| Reclassification adjustments of losses into income |
— |
|
|
72.5 |
|
|
0.2 |
|
|
72.7 |
|
| Tax (provision) benefit |
— |
|
|
(4.8) |
|
|
4.5 |
|
|
(0.3) |
|
| Net change |
(1.1) |
|
|
14.1 |
|
|
(13.4) |
|
|
(0.4) |
|
| Balance at December 31, 2023 |
(39.7) |
|
|
(18.4) |
|
|
(438.2) |
|
|
(496.3) |
|
| Unrealized (losses) gains |
(6.2) |
|
|
4.3 |
|
|
29.7 |
|
|
27.8 |
|
| Reclassification adjustments of losses into income |
— |
|
|
30.6 |
|
|
6.2 |
|
|
36.8 |
|
| Tax provision |
— |
|
|
(8.7) |
|
|
(9.7) |
|
|
(18.4) |
|
| Net change |
(6.2) |
|
|
26.2 |
|
|
26.2 |
|
|
46.2 |
|
| Balance at December 31, 2024 |
$ |
(45.9) |
|
|
$ |
7.8 |
|
|
$ |
(412.0) |
|
|
$ |
(450.1) |
|
Net income (loss) and cost of goods sold included reclassification adjustments for realized gains and losses on derivative contracts from accumulated other comprehensive loss.
Net income (loss) and non-operating pension income included the amortization of prior service costs and actuarial gains (losses) from accumulated other comprehensive loss.
NOTE 19. SEGMENT INFORMATION
The chief operating decision maker (CODM) is the individual, or group of individuals, who assess financial performance and determines resource allocation. Management has identified our Chief Executive Officer (CEO) as the CODM. In arriving at this conclusion, we considered that the individual who receives the relevant financial information, which is primarily provided in the form of segment operations reviews, is ultimately our CEO. Further, our CEO assesses the reasonableness of resource allocation, primarily in the form of capital allocation and budgetary analysis, and reviews segment results and resource allocation summaries prepared by segment management, consistent with their view of the business as a whole.
We define segment results as income (loss) before interest expense, interest income, other operating income (expense), non-operating pension income, other income and income taxes. We have three operating segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. The three operating segments reflect the organization used by our management for purposes of allocating resources and assessing performance. Chlorine and caustic soda used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment. Sales are attributed to geographic areas based on customer location.
Cost of goods sold at Corporate is primarily attributed to environmental expense. Other segment items for each reportable segment includes selling, general and administrative expenses and profit (loss) from other nonconsolidated affiliates. Segment assets include only those assets which are directly identifiable to an operating segment. Assets in the corporate/other segment primarily include cash and cash equivalents, deferred taxes and other assets. Sales are attributed to geographic areas based on the customer location.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2024 |
|
Chlor Alkali Products and Vinyls |
|
Epoxy |
|
Winchester |
|
Corp/Other |
|
Totals |
| Segment Detail |
($ in millions) |
| Sales |
$ |
3,630.2 |
|
|
$ |
1,226.3 |
|
|
$ |
1,683.6 |
|
|
$ |
— |
|
|
$ |
6,540.1 |
|
| Cost of goods sold |
3,154.5 |
|
|
1,256.2 |
|
|
1,356.7 |
|
|
35.2 |
|
|
5,802.6 |
|
| Gross margin |
475.7 |
|
|
(29.9) |
|
|
326.9 |
|
|
(35.2) |
|
|
737.5 |
|
| Other segment items |
(179.3) |
|
|
(55.1) |
|
|
(89.0) |
|
|
(85.1) |
|
|
(408.5) |
|
| Restructuring charges |
— |
|
|
— |
|
|
— |
|
|
(33.3) |
|
|
(33.3) |
|
| Other operating income |
— |
|
|
— |
|
|
— |
|
|
0.8 |
|
|
0.8 |
|
| Interest expense |
— |
|
|
— |
|
|
— |
|
|
(184.5) |
|
|
(184.5) |
|
| Interest income |
— |
|
|
— |
|
|
— |
|
|
3.7 |
|
|
3.7 |
|
| Non-operating pension income |
— |
|
|
— |
|
|
— |
|
|
26.0 |
|
|
26.0 |
|
|
|
|
|
|
|
|
|
|
|
| Income before taxes |
$ |
296.4 |
|
|
$ |
(85.0) |
|
|
$ |
237.9 |
|
|
$ |
(307.6) |
|
|
$ |
141.7 |
|
| Other Items: |
|
|
|
|
|
|
|
|
|
| Depreciation and amortization expense |
$ |
424.6 |
|
|
$ |
53.7 |
|
|
$ |
33.8 |
|
|
$ |
6.0 |
|
|
$ |
518.1 |
|
| Capital spending |
140.4 |
|
|
21.7 |
|
|
31.3 |
|
|
1.7 |
|
|
195.1 |
|
| Assets |
5,346.8 |
|
|
960.5 |
|
|
744.6 |
|
|
527.2 |
|
|
7,579.1 |
|
|
|
|
|
|
|
|
|
|
|
| Segment Sales by Geography |
|
|
|
|
|
|
|
|
|
| United States |
$ |
2,561.4 |
|
|
$ |
606.8 |
|
|
$ |
1,489.2 |
|
|
$ |
— |
|
|
$ |
4,657.4 |
|
| Europe |
184.1 |
|
|
312.5 |
|
|
95.7 |
|
|
— |
|
|
592.3 |
|
| Other foreign |
884.7 |
|
|
307.0 |
|
|
98.7 |
|
|
— |
|
|
1,290.4 |
|
| Total sales |
$ |
3,630.2 |
|
|
$ |
1,226.3 |
|
|
$ |
1,683.6 |
|
|
$ |
— |
|
|
$ |
6,540.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2023 |
|
Chlor Alkali Products and Vinyls |
|
Epoxy |
|
Winchester |
|
Corp/Other |
|
Totals |
| Segment Detail |
($ in millions) |
| Sales |
$ |
3,995.1 |
|
|
$ |
1,329.2 |
|
|
$ |
1,508.7 |
|
|
$ |
— |
|
|
$ |
6,833.0 |
|
| Cost of goods sold |
3,175.3 |
|
|
1,304.0 |
|
|
1,160.5 |
|
|
27.7 |
|
|
5,667.5 |
|
| Gross margin |
819.8 |
|
|
25.2 |
|
|
348.2 |
|
|
(27.7) |
|
|
1,165.5 |
|
| Other segment items |
(155.6) |
|
|
(56.2) |
|
|
(92.6) |
|
|
(102.3) |
|
|
(406.7) |
|
| Restructuring charges |
— |
|
|
— |
|
|
— |
|
|
(89.6) |
|
|
(89.6) |
|
| Other operating income |
— |
|
|
— |
|
|
— |
|
|
42.9 |
|
|
42.9 |
|
| Interest expense |
— |
|
|
— |
|
|
— |
|
|
(181.1) |
|
|
(181.1) |
|
| Interest income |
— |
|
|
— |
|
|
— |
|
|
4.3 |
|
|
4.3 |
|
| Non-operating pension income |
— |
|
|
— |
|
|
— |
|
|
24.0 |
|
|
24.0 |
|
|
|
|
|
|
|
|
|
|
|
| Income before taxes |
$ |
664.2 |
|
|
$ |
(31.0) |
|
|
$ |
255.6 |
|
|
$ |
(329.5) |
|
|
$ |
559.3 |
|
| Other Items: |
|
|
|
|
|
|
|
|
|
| Depreciation and amortization expense |
$ |
440.7 |
|
|
$ |
57.4 |
|
|
$ |
27.2 |
|
|
$ |
8.1 |
|
|
$ |
533.4 |
|
| Capital spending |
161.1 |
|
|
15.2 |
|
|
33.3 |
|
|
26.4 |
|
|
236.0 |
|
| Assets |
5,650.2 |
|
|
979.3 |
|
|
683.6 |
|
|
400.1 |
|
|
7,713.2 |
|
| Segment Sales by Geography |
|
|
|
|
|
|
|
|
|
| United States |
$ |
2,700.0 |
|
|
$ |
562.8 |
|
|
$ |
1,336.6 |
|
|
$ |
— |
|
|
$ |
4,599.4 |
|
| Europe |
207.9 |
|
|
338.5 |
|
|
57.3 |
|
|
— |
|
|
603.7 |
|
| Other foreign |
1,087.2 |
|
|
427.9 |
|
|
114.8 |
|
|
— |
|
|
1,629.9 |
|
| Total sales |
$ |
3,995.1 |
|
|
$ |
1,329.2 |
|
|
$ |
1,508.7 |
|
|
$ |
— |
|
|
$ |
6,833.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2022 |
|
Chlor Alkali Products and Vinyls |
|
Epoxy |
|
Winchester |
|
Corp/Other |
|
Totals |
| Segment Detail |
($ in millions) |
| Sales |
$ |
5,085.0 |
|
|
$ |
2,690.5 |
|
|
$ |
1,600.7 |
|
|
$ |
— |
|
|
$ |
9,376.2 |
|
| Cost of goods sold |
3,782.2 |
|
|
2,239.9 |
|
|
1,140.0 |
|
|
32.2 |
|
|
7,194.3 |
|
| Gross margin |
1,302.8 |
|
|
450.6 |
|
|
460.7 |
|
|
(32.2) |
|
|
2,181.9 |
|
| Other segment items |
(121.5) |
|
|
(62.1) |
|
|
(87.8) |
|
|
(122.5) |
|
|
(393.9) |
|
| Restructuring charges |
— |
|
|
— |
|
|
— |
|
|
(25.3) |
|
|
(25.3) |
|
| Other operating income |
— |
|
|
— |
|
|
— |
|
|
16.3 |
|
|
16.3 |
|
| Interest expense |
— |
|
|
— |
|
|
— |
|
|
(143.9) |
|
|
(143.9) |
|
| Interest income |
— |
|
|
— |
|
|
— |
|
|
2.2 |
|
|
2.2 |
|
| Non-operating pension income |
— |
|
|
— |
|
|
— |
|
|
38.7 |
|
|
38.7 |
|
|
|
|
|
|
|
|
|
|
|
| Income before taxes |
$ |
1,181.3 |
|
|
$ |
388.5 |
|
|
$ |
372.9 |
|
|
$ |
(266.7) |
|
|
$ |
1,676.0 |
|
| Other Items: |
|
|
|
|
|
|
|
|
|
| Depreciation and amortization expense |
$ |
482.2 |
|
|
$ |
83.3 |
|
|
$ |
24.6 |
|
|
$ |
8.7 |
|
|
$ |
598.8 |
|
| Capital spending |
151.4 |
|
|
27.2 |
|
|
31.0 |
|
|
27.3 |
|
|
236.9 |
|
| Assets |
5,782.2 |
|
|
1,201.9 |
|
|
595.0 |
|
|
465.1 |
|
|
8,044.2 |
|
| Segment Sales by Geography |
|
|
|
|
|
|
|
|
|
| United States |
$ |
3,400.0 |
|
|
$ |
855.1 |
|
|
$ |
1,467.0 |
|
|
$ |
— |
|
|
$ |
5,722.1 |
|
| Europe |
331.9 |
|
|
1,181.8 |
|
|
34.1 |
|
|
— |
|
|
1,547.8 |
|
| Other foreign |
1,353.1 |
|
|
653.6 |
|
|
99.6 |
|
|
— |
|
|
2,106.3 |
|
| Total sales |
$ |
5,085.0 |
|
|
$ |
2,690.5 |
|
|
$ |
1,600.7 |
|
|
$ |
— |
|
|
$ |
9,376.2 |
|
Property, plant and equipment is attributed to geographic areas based on the asset location:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2024 |
|
2023 |
| Property, Plant and Equipment by Geography |
($ in millions) |
| United States |
$ |
2,132.8 |
|
|
$ |
2,302.7 |
|
| Foreign |
195.6 |
|
|
216.9 |
|
| Total property, plant and equipment |
$ |
2,328.4 |
|
|
$ |
2,519.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Years ended December 31, |
|
2024 |
|
2023 |
|
2022 |
| Segment Sales by Product Line |
($ in millions) |
| Chlor Alkali Products and Vinyls |
|
|
|
|
|
| Caustic soda |
$ |
1,526.9 |
|
|
$ |
1,790.0 |
|
|
$ |
2,389.1 |
|
| Chlorine, chlorine derivatives and other products |
2,103.3 |
|
|
2,205.1 |
|
|
2,695.9 |
|
| Total Chlor Alkali Products and Vinyls |
3,630.2 |
|
|
3,995.1 |
|
|
5,085.0 |
|
| Epoxy |
|
|
|
|
|
| Aromatics and allylics |
512.2 |
|
|
525.1 |
|
|
1,338.6 |
|
| Epoxy resins |
714.1 |
|
|
804.1 |
|
|
1,351.9 |
|
| Total Epoxy |
1,226.3 |
|
|
1,329.2 |
|
|
2,690.5 |
|
| Winchester |
|
|
|
|
|
| Commercial |
836.6 |
|
|
806.5 |
|
|
1,079.1 |
|
| Military and law enforcement |
847.0 |
|
|
702.2 |
|
|
521.6 |
|
| Total Winchester |
1,683.6 |
|
|
1,508.7 |
|
|
1,600.7 |
|
| Total sales |
$ |
6,540.1 |
|
|
$ |
6,833.0 |
|
|
$ |
9,376.2 |
|
NOTE 20. ENVIRONMENTAL
As is common in our industry, we are subject to environmental laws and regulations related to the use, storage, handling, generation, transportation, emission, discharge, disposal and remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which we do business.
The establishment and implementation of national, state or provincial and local standards to regulate air, water and land quality affect substantially all of our manufacturing locations around the world. Laws providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances, and remediation of contaminated sites, have imposed additional regulatory requirements on industry, particularly the chemicals industry. In addition, implementation of environmental laws has required and will continue to require new capital expenditures and will increase plant operating costs. We employ waste minimization and pollution prevention programs at our manufacturing sites.
We are party to various government and private environmental actions associated with past manufacturing facilities and former waste disposal sites. 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. 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 $11.6 million at December 31, 2024. With respect to asserted claims, we accrue liabilities based on remedial investigation, feasibility study, remedial action and operation, maintenance and monitoring (OM&M) expenses that, in our experience, we expect to incur in connection with the asserted claims. Required site OM&M expenses are estimated and accrued in their entirety for required periods not exceeding 30 years, which reasonably approximates the typical duration of long-term site OM&M.
Our liabilities for future environmental expenditures were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2024 |
|
2023 |
| Environmental Liabilities |
($ in millions) |
| Beginning balance |
$ |
153.6 |
|
|
$ |
146.6 |
|
| Charges to income |
30.2 |
|
|
30.1 |
|
| Remedial and investigatory spending |
(27.3) |
|
|
(25.9) |
|
| Other |
— |
|
|
2.8 |
|
| Ending balance |
$ |
156.5 |
|
|
$ |
153.6 |
|
At December 31, 2024 and 2023, our consolidated balance sheets included environmental liabilities of $126.5 million and $121.6 million, respectively, which were classified as other noncurrent liabilities. Our environmental liability amounts do not take into account any discounting of future expenditures or any consideration of insurance recoveries or advances in technology. These liabilities are reassessed periodically to determine if environmental circumstances have changed and/or remediation efforts and our estimate of related costs have changed. As a result of these reassessments, future charges to income may be made for additional liabilities. Of the $156.5 million included on our consolidated balance sheet at December 31, 2024, for future environmental expenditures, we currently expect to utilize $64.8 million of the reserve for future environmental expenditures over the next 5 years, $53.1 million for expenditures 6 to 10 years in the future, and $38.6 million for expenditures beyond 10 years in the future.
Our total estimated environmental liability at December 31, 2024, was attributable to 58 sites, 14 of which were United States Environmental Protection Agency National Priority List sites. Nine sites accounted for 81% of our environmental liability and, of the remaining 49 sites, no one site accounted for more than 3% of our environmental liability. At seven of the nine sites, part of the site is in the long-term OM&M stage. At seven of the nine sites, a remedial action plan is being developed for part of the site. At six of the nine sites, a remedial design is being developed at part of the site and at five of the nine sites, part of the site is subject to a remedial investigation. All nine sites are either associated with past manufacturing operations or former waste disposal sites. None of the nine largest sites represents more than 25% of the liabilities reserved on our consolidated balance sheet at December 31, 2024, for future environmental expenditures.
Environmental provisions charged to income, which are included in cost of goods sold, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
2024 |
|
2023 |
|
2022 |
| Environmental Expense |
($ in millions) |
| Provisions charged to income |
$ |
30.2 |
|
|
$ |
30.1 |
|
|
$ |
24.2 |
|
Insurance recoveries(1) |
— |
|
|
(6.4) |
|
|
(1.0) |
|
| Environmental expense |
$ |
30.2 |
|
|
$ |
23.7 |
|
|
$ |
23.2 |
|
(1) Insurance recoveries for costs incurred and expensed in prior periods.
These charges relate primarily to remedial and investigatory activities associated with past manufacturing operations and former waste disposal sites and may be material to operating results in future years.
Annual environmental-related cash outlays for site investigation and remediation are expected to range between approximately $25 million to $35 million over the next several years, which are expected to be charged against reserves recorded on our consolidated balance sheet. While we do not anticipate a material increase in the projected annual level of our environmental-related cash outlays for site investigation and remediation, there is always the possibility that such an increase may occur in the future in view of the uncertainties associated with environmental exposures. Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting from investigatory studies, advances in technology, changes in environmental laws and regulations and their application, changes in regulatory authorities, the scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other Potentially Responsible Parties (PRPs), our ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs. It is possible that some of these matters (the outcomes of which are subject to various uncertainties) may be resolved unfavorably to us, which could materially adversely affect our financial position or results of operations. At December 31, 2024, we estimate that it is reasonably possible that we may have additional contingent environmental liabilities of $80 million in addition to the amounts for which we have already recorded as a reserve.
NOTE 21. LEASES
Our lease commitments are primarily for railcars, but also include logistics, manufacturing, storage, real estate and information technology assets.
Our leases have remaining lease terms of up to 90 years (13 years excluding land leases), some of which may include options to extend the leases for up to five years, and some of which may include options to terminate the leases within one year.
The amounts for leases included in our consolidated balance sheets include:
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|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2024 |
|
2023 |
|
Balance Sheet Location: |
($ in millions) |
| Lease Assets |
|
|
|
|
| Total lease assets |
Operating lease assets, net |
$ |
302.2 |
|
|
$ |
344.7 |
|
| Lease Liabilities |
|
|
|
|
| Current |
|
|
|
|
| Current |
Current operating lease liabilities |
$ |
64.8 |
|
|
$ |
69.3 |
|
| Long-term |
Operating lease liabilities |
243.2 |
|
|
283.1 |
|
| Total lease liabilities |
|
$ |
308.0 |
|
|
$ |
352.4 |
|
The components of lease expense are recorded to cost of goods sold and selling and administrative expenses in the consolidated statements of operations, excluding interest on finance lease liabilities which is recorded to interest expense. The components of lease expense were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2024 |
|
2023 |
|
2022 |
| Lease Expense |
($ in millions) |
| Operating lease expense |
$ |
83.5 |
|
|
$ |
88.4 |
|
|
$ |
93.4 |
|
| Variable and short-term lease expense |
29.6 |
|
|
24.6 |
|
|
32.5 |
|
| Finance lease expense: |
|
|
|
|
|
| Depreciation of leased assets |
— |
|
|
0.5 |
|
|
1.0 |
|
| Interest on lease liabilities |
— |
|
|
— |
|
|
0.1 |
|
| Total lease expense |
$ |
113.1 |
|
|
$ |
113.5 |
|
|
$ |
127.0 |
|
Future maturities of operating lease liabilities as of December 31, 2024, are summarized below:
|
|
|
|
|
|
|
Operating Leases |
| Future Lease Maturities |
($ in millions) |
| 2025 |
$ |
75.4 |
|
| 2026 |
60.0 |
|
| 2027 |
48.8 |
|
| 2028 |
42.0 |
|
| 2029 |
35.3 |
|
| Thereafter |
107.3 |
|
| Total lease payments |
368.8 |
|
Less: Imputed interest(1) |
(60.8) |
|
| Present value of lease liabilities |
$ |
308.0 |
|
(1) Calculated using the discount rate for each lease.
Other information related to leases was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2024 |
|
2023 |
|
2022 |
| Supplemental Cash Flows Information |
($ in millions) |
| Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
| Operating cash flows from operating leases |
$ |
84.2 |
|
|
$ |
88.8 |
|
|
$ |
93.1 |
|
| Operating cash flows from finance leases |
— |
|
|
— |
|
|
0.1 |
|
| Financing cash flows from finance leases |
— |
|
|
1.9 |
|
|
1.1 |
|
| Non-cash increase in lease assets and lease liabilities: |
|
|
|
|
|
| Operating leases |
$ |
33.7 |
|
|
$ |
71.1 |
|
|
$ |
71.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2024 |
|
2023 |
| Weighted-Average Remaining Lease Term - Operating leases |
8.8 years |
|
8.9 years |
| Weighted-Average Discount Rate - Operating leases |
4.2 |
% |
|
4.0 |
% |
As of December 31, 2024, we have additional operating leases that have not yet commenced of approximately $28.6 million which are expected to commence during 2025 with lease terms between 5 years and 10 years.
NOTE 22. COMMITMENTS AND CONTINGENCIES
The following table summarizes our contractual commitments under purchase contracts as of December 31, 2024:
|
|
|
|
|
|
|
Purchase Commitments |
| Future Contractual Purchase Commitments |
($ in millions) |
| 2025 |
$ |
636.6 |
|
| 2026 |
508.0 |
|
| 2027 |
458.4 |
|
| 2028 |
431.2 |
|
| 2029 |
430.9 |
|
| Thereafter |
2,490.5 |
|
| Total purchase commitments |
$ |
4,955.6 |
|
The above purchase commitments include raw materials, capital expenditures, long-term energy supply contracts and utility purchasing commitments utilized in our normal course of business for our projected needs.
Legal Matters
We, and our subsidiaries, are defendants in various legal actions (including proceedings based on alleged exposures to asbestos) incidental to our past and current business activities. At December 31, 2024 and 2023, our consolidated balance sheets included accrued liabilities for these legal actions of $19.7 million and $14.2 million, respectively. These liabilities do not include costs associated with legal representation. Based on our analysis, and considering the inherent uncertainties associated with litigation, we do not believe that it is reasonably possible that these legal actions will materially adversely affect our financial position, cash flows or results of operations.
During the ordinary course of our business, contingencies arise resulting from an existing condition, situation or set of circumstances involving an uncertainty as to the realization of a possible gain contingency. In certain instances, such as environmental projects, we are responsible for managing the cleanup and remediation of an environmental site. There exists the possibility of recovering a portion of these costs from other parties. We account for gain contingencies in accordance with the provisions of ASC 450 “Contingencies” and, therefore, do not record gain contingencies and recognize income until it is earned and realizable.
NOTE 23. DERIVATIVE FINANCIAL INSTRUMENTS
We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing and financing activities and our operations that use foreign currencies. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks. ASC 815 “Derivatives and Hedging” (ASC 815) requires an entity to recognize all derivatives as either assets or liabilities in the consolidated balance sheets and measure those instruments at fair value. In accordance with ASC 815, we designate derivative contracts as cash flow hedges of forecasted purchases of commodities and forecasted interest payments related to variable-rate borrowings and designate certain interest rate swaps as fair value hedges of fixed-rate borrowings. We do not enter into any derivative instruments for trading or speculative purposes.
Energy costs, including electricity and natural gas, and certain raw materials used in our production processes are subject to price volatility. Depending on market conditions, we may enter into futures contracts, forward contracts, commodity swaps and put and call option contracts in order to reduce the impact of commodity price fluctuations. The majority of our commodity derivatives expire within one year.
We actively manage currency exposures that are associated with net monetary asset positions, currency purchases and sales commitments denominated in foreign currencies and foreign currency denominated assets and liabilities created in the normal course of business. We enter into forward sales and purchase contracts to manage currency risk to offset our net exposures, by currency, related to the foreign currency denominated monetary assets and liabilities of our operations. All of the currency derivatives expire within one year and are for U.S. dollar (USD) equivalents. The counterparties to the forward contracts are large financial institutions; however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position or results of operations.
We had the following notional amounts of outstanding forward contracts to buy and sell foreign currency:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2024 |
|
2023 |
| Notional Value - Foreign Currency |
($ in millions) |
| Buy |
$ |
— |
|
|
$ |
21.0 |
|
| Sell |
133.7 |
|
|
140.2 |
|
Cash Flow Hedges
For derivative instruments that are designated and qualify as a cash flow hedge, the change in fair value of the derivative is recognized as a component of other comprehensive income (loss) until the hedged item is recognized in earnings.
We had the following notional amounts of outstanding commodity contracts that were entered into to hedge forecasted purchases:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2024 |
|
2023 |
| Notional Value - Commodity |
($ in millions) |
| Natural gas |
$ |
57.4 |
|
|
$ |
63.2 |
|
| Ethane |
22.6 |
|
|
26.4 |
|
| Metals |
124.5 |
|
|
101.4 |
|
| Total notional |
$ |
204.5 |
|
|
$ |
191.0 |
|
As of December 31, 2024, the counterparties to these commodity contracts were Wells Fargo Bank, N.A., Citibank, N.A., JPMorgan Chase Bank, National Association, Toronto Dominion Bank and Bank of America Corporation, all of which are major financial institutions.
We use cash flow hedges for certain raw material and energy costs such as copper, zinc, ethane, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations associated with forecasted purchases of raw materials and energy used in our manufacturing process. At December 31, 2024, we had open derivative contract positions through 2028. If all open futures contracts had been settled on December 31, 2024, we would have recognized a pretax gain of $10.2 million.
If commodity prices were to remain at December 31, 2024 levels, approximately $6.5 million of deferred gains, net of tax, would be reclassified into earnings during the next twelve months. The actual effect on earnings will be dependent on actual commodity prices when the forecasted transactions occur.
Fair Value Hedges
We use interest rate swaps as a means of managing interest expense and floating interest rate exposure to optimal levels. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings. We include the gain or loss on the hedged items (fixed-rate borrowings) in the same line item, interest expense, as the offsetting loss or gain on the related interest rate swaps. There were no outstanding interest rate swaps at December 31, 2024 and 2023.
Financial Statement Impacts
We present our derivative assets and liabilities in our consolidated balance sheets on a net basis whenever we have a legally enforceable master netting agreement with the counterparty to our derivative contracts. We use these agreements to manage and substantially reduce our potential counterparty credit risk.
The following table summarizes the location and fair value of the derivative instruments on our consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2024 |
|
2023 |
|
Balance Sheet Location |
|
($ in millions) |
| Current Assets |
|
|
|
|
| Commodity contracts |
Other current assets |
|
$ |
11.9 |
|
|
$ |
2.1 |
|
| Foreign currency contracts |
Other current assets |
|
2.6 |
|
|
— |
|
| Noncurrent Assets |
|
|
|
|
| Commodity contracts |
Other assets |
|
2.0 |
|
|
3.2 |
|
Total derivative assets(1) |
|
|
$ |
16.5 |
|
|
$ |
5.3 |
|
|
|
|
|
|
|
| Current Liabilities |
|
|
|
|
| Commodity contracts |
Accrued liabilities |
|
$ |
3.3 |
|
|
$ |
29.4 |
|
| Foreign currency contracts |
Accrued liabilities |
|
— |
|
|
2.5 |
|
| Noncurrent Liabilities |
|
|
|
|
| Commodity contracts |
Other liabilities |
|
0.4 |
|
|
0.5 |
|
Total derivative liabilities(1) |
|
|
$ |
3.7 |
|
|
$ |
32.4 |
|
(1) Does not include the impact of cash collateral received from or provided to counterparties.
The following table summarizes the effects of derivative instruments on our consolidated statements of operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Gain (Loss) for the |
|
|
|
|
Years Ended December 31, |
|
|
|
|
2024 |
|
2023 |
|
2022 |
|
|
Location of Gain (Loss) |
|
($ in millions) |
| Cash Flow Hedges |
|
|
|
|
|
|
|
|
| Commodity contracts |
|
Other comprehensive (loss) income |
|
$ |
4.3 |
|
|
$ |
(53.6) |
|
|
$ |
(15.6) |
|
| Commodity contracts |
|
Cost of goods sold |
|
(30.6) |
|
|
(72.5) |
|
|
58.2 |
|
|
|
|
|
|
|
|
|
|
| Not Designated as Hedging Instruments |
|
|
|
|
|
|
| Commodity contracts |
|
Cost of goods sold |
|
— |
|
|
(0.6) |
|
|
0.5 |
|
| Foreign exchange contracts |
|
Selling and administrative |
|
17.0 |
|
|
(15.1) |
|
|
(27.8) |
|
Fair Value Measurements
Commodity contract financial instruments were valued primarily based on prices and other relevant information observable in market transactions involving identical or comparable assets or liabilities including both forward and spot prices for commodities. All commodity financial instruments were valued as a Level 2 under the fair value measurements hierarchy.
Foreign currency contract financial instruments were valued primarily based on relevant information observable in market transactions involving identical or comparable assets or liabilities including both forward and spot prices for currencies. All foreign currency contract financial instruments were valued as a Level 2 under the fair value measurements hierarchy.
Credit Risk and Collateral
By using derivative instruments, we are exposed to credit and market risk. If a counterparty fails to fulfill its performance obligations under a derivative contract, our credit risk will equal the fair value gain in a derivative. Generally, when the fair value of a derivative contract is positive, this indicates that the counterparty owes us, thus creating a repayment risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, assume no repayment risk. We minimize the credit (or repayment) risk in derivative instruments by entering into transactions with high-quality counterparties. We monitor our positions and the credit ratings of our counterparties, and we do not anticipate non-performance by the counterparties.
Based on the agreements with our various counterparties, cash collateral is required to be provided when the net fair value of the derivatives, with the counterparty, exceeds a specific threshold. If the threshold is exceeded, cash is either provided by the counterparty to us if the value of the derivatives is our asset, or cash is provided by us to the counterparty if the value of the derivatives is our liability. As of December 31, 2024 and 2023, this threshold was not exceeded. In all instances where we are party to a master netting agreement, we offset the receivable or payable recognized upon payment of cash collateral against the fair value amounts recognized for derivative instruments that have also been offset under such master netting agreements.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
Item 9A. CONTROLS AND PROCEDURES
Our chief executive officer and our chief financial officer evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024. Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of such date, our disclosure controls and procedures were effective to ensure that information Olin is required to disclose in the reports that it files or submits with the SEC under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and to ensure that information we are required to disclose in such reports is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s report on internal control over financial reporting and the related report of Olin’s independent registered public accounting firm, KPMG LLP, are included in Item 8—“Consolidated Financial Statements and Supplementary Data.”
Item 9B. OTHER INFORMATION
During the three months ended December 31, 2024, no director or officer of Olin adopted or terminated a ‘Rule 10b5-1 trading arrangement’ or ‘non-Rule 10b5-1 trading arrangement,’ as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We incorporate the biographical information relating to our Directors under the heading ITEM 1—“PROPOSAL FOR THE ELECTION OF DIRECTORS” in our Proxy Statement relating to our 2025 Annual Meeting of Shareholders (the “Proxy Statement”) by reference in this Report. We incorporate the biographical information regarding executive officers under the heading “EXECUTIVE OFFICERS” in our Proxy Statement by reference in this report.
The information with respect to our audit committee, including the audit committee financial expert, is incorporated by reference in this Report to the information contained in the paragraph entitled “CORPORATE GOVERNANCE MATTERS—What Are our Board Committees?” in our Proxy Statement. We incorporate by reference in this Report information regarding procedures for shareholders to nominate a director for election, in the Proxy Statement under the headings “MISCELLANEOUS—How can I directly nominate a director for election to the Board at the 2026 annual meeting?” and “CORPORATE GOVERNANCE MATTERS—What Is Olin’s Director Nomination Process?”. We incorporate by reference in this Report information regarding our insider trading policy in the Proxy Statement under the heading “CORPORATE GOVERNANCE MATTERS—Does Olin Have an Insider Trading Policy?”
We have adopted a code of business conduct and ethics for directors, officers and employees, known as the Code of Conduct. The Code of Conduct is available in the About, Our Values section of our website at www.olin.com. Olin intends to satisfy disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, any provision of the Code of Conduct with respect to its executive officers or directors by posting such amendment or waiver on its website.
Item 11. EXECUTIVE COMPENSATION
The information in the Proxy Statement under the heading “CORPORATE GOVERNANCE MATTERS—Compensation Committee Interlocks and Insider Participation,” and the information under the heading “COMPENSATION DISCUSSION AND ANALYSIS” through the information under the heading “COMPENSATION COMMITTEE REPORT,” are incorporated by reference in this Report.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
We incorporate the information concerning holdings of our common stock by certain beneficial owners contained under the heading “CERTAIN BENEFICIAL OWNERS” in our Proxy Statement, and the information concerning beneficial ownership of our common stock by our directors and officers under the heading “SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS” in our Proxy Statement by reference in this Report.
Equity compensation plans information as of December 31, 2024 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Equity Compensation Plan Information |
|
|
(a) |
|
(b) |
|
(c) |
| Plan Category |
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) |
|
Weighted-average exercise price of outstanding options, warrants and rights |
|
Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)(1) |
Equity compensation plans approved by security holders (2) |
|
5,299,050 |
(3) |
$ |
38.69 |
|
(3) |
5,832,855 |
| Equity compensation plans not approved by security holders |
|
N/A |
|
N/A |
|
N/A |
| Total |
|
5,299,050 |
|
$ |
38.69 |
|
(3) |
5,832,855 |
(1)Number of shares is subject to adjustment for changes in capitalization for stock splits and stock dividends and similar events.
(2)Consists of the 2003 Long Term Incentive Plan, the 2006 Long Term Incentive Plan, the 2009 Long Term Incentive Plan, the 2014 Long Term Incentive Plan, the 2016 Long Term Incentive Plan, the 2018 Long Term Incentive Plan, the 2021 Long Term Incentive Plan and the 1997 Stock Plan for Non-employee Directors.
(3)Includes:
•4,396,995 shares issuable upon exercise of options with a weighted-average exercise price of $36.42, and a weighted-average remaining term of 5.0 years,
•244,179 shares issuable under restricted stock unit grants, with a weighted-average remaining term of 1.53 years,
•396,276 shares issuable in connection with outstanding performance share awards, with a weighted-average term of 2.0 years remaining in the performance measurement period, and
•261,600 shares under the 1997 Stock Plan for Non-employee Directors which represent stock grants for retainers, other board and committee fees and dividends on deferred stock under the plan.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
We incorporate the information under the headings “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” and “CORPORATE GOVERNANCE MATTERS—Which Board Members Are Independent?” in our Proxy Statement by reference in this Report.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Our independent registered public accounting firm is KPMG LLP, St. Louis, MO, Auditor Firm ID: 185.
We incorporate the information concerning the accounting fees and services of our independent registered public accounting firm, KPMG LLP, under the heading ITEM 3—“PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” in our Proxy Statement by reference in this Report.
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1. Consolidated Financial Statements
Consolidated financial statements of the registrant are included in Item 8 above.
2. Financial Statement Schedules
Schedules not included herein are omitted because they are inapplicable or not required or because the required information is given in the consolidated financial statements and notes thereto.
3. Exhibits
The following exhibits are filed with this Annual Report on Form 10-K, unless incorporated by reference. We are party to a number of other instruments defining the rights of holders of long-term debt. No such instrument authorizes an amount of securities in excess of 10% of the total assets of Olin and its subsidiaries on a consolidated basis. Olin agrees to furnish a copy of each instrument to the Commission upon request.
|
|
|
|
|
|
| Exhibit |
Exhibit Description |
| 2 |
|
| 3.1 |
|
| 3.2 |
|
| 4.1 |
|
| 4.2 |
|
| 4.3 |
|
| 4.4 |
|
| 4.5 |
|
| 4.6 |
|
| 4.7 |
|
| 4.8 |
|
| 4.9 |
|
| 4.10 |
|
| 4.11 |
|
| 4.12 |
|
| 4.13 |
|
| 4.14 |
|
|
|
|
|
|
|
| 4.15 |
|
| 4.16 |
|
| 4.17 |
|
| 4.18 |
|
| 4.19 |
|
| 4.20 |
|
| 4.21 |
|
| 4.22 |
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| 4.23 |
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| 4.24 |
First Amendment dated August 30, 2021 to Forward Purchase Agreement dated March 9, 2017, among Olin Corporation, Olin Winchester, LLC, the Lenders as named therein, and PNC Bank, National Association , as administrative agent—Exhibit 4.2 to Olin’s Form 10-Q filed October 22, 2021* |
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| 4.26 |
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| 4.27 |
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| 4.28 |
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| 4.29 |
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| 4.30 |
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| 4.31 |
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| 4.32 |
Receivables Purchase Agreement, dated as of November 20, 2024, among Olin Corporation, as servicer, Olin Finance Company, LLC, as seller, PNC Bank, National Association, as administrative agent, PNC Capital Markets LLC, as structuring agent, and the persons from time to time parties thereto as purchasers and group agents—Exhibit 10.1 to Olin’s Form 8-K filed November 20, 2024* |
| 10.1 |
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| 10.2 |
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| 10.3 |
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| 10.4 |
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| 10.5 |
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10.9 |
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10.11 |
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10.13 |
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10.16 |
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10.19 |
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10.21 |
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10.22 |
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10.23 |
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10.30 |
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10.31 |
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10.32 |
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10.33 |
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10.34 |
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| 31.1 |
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| 31.2 |
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| 32 |
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| 97 |
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| 101.INS |
XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document) |
| 101.SCH |
XBRL Taxonomy Extension Schema Document |
| 101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB |
XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 |
Cover Page Interactive Data File (embedded in the Exhibit 101 Interactive Data Files) |
* Previously filed as indicated and incorporated herein by reference. Exhibits incorporated by reference are located in SEC file No. 1-1070 unless otherwise indicated.
† Indicated management contract or compensatory arrangement.
Any exhibit is available from Olin by writing to the Secretary, Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA.
Shareholders may obtain information from EQ Shareowner Services, our registrar and transfer agent, who also manages our Automatic Dividend Reinvestment Plan by writing to: EQ Shareowner Services, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120 USA, by telephone from the United States at 800-401-1957 or outside the United States at 651-450-4064 or via their website under “Contact Us” at www.shareowneronline.com.
Item 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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OLIN CORPORATION |
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By: |
/s/ Kenneth Lane |
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Kenneth Lane |
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President and Chief Executive Officer |
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Date: February 20, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
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| Signature |
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Title |
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Date |
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/s/ KENNETH LANE |
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President and Chief Executive Officer (Principal Executive Officer) and Director |
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February 20, 2025 |
Kenneth Lane |
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| /s/ BEVERLEY A. BABCOCK |
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Director |
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February 20, 2025 |
| Beverley A. Babcock |
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/s/ C. ROBERT BUNCH |
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Director |
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February 20, 2025 |
C. Robert Bunch |
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| /s/ MATTHEW S. DARNALL |
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Director |
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February 20, 2025 |
| Matthew S. Darnall |
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| /s/ JULIE A. PIGGOTT |
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Director |
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February 20, 2025 |
| Julie A. Piggott |
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| /s/ EARL L. SHIPP |
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Director |
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February 20, 2025 |
| Earl L. Shipp |
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| /s/ WILLIAM H. WEIDEMAN |
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Chairman and Director |
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February 20, 2025 |
| William H. Weideman |
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| /s/ W. ANTHONY WILL |
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Director |
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February 20, 2025 |
| W. Anthony Will |
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| /s/ CAROL A. WILLIAMS |
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Director |
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February 20, 2025 |
| Carol A. Williams |
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/s/ TODD A. SLATER |
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Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
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February 20, 2025 |
Todd A. Slater |
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| /s/ RANDEE N. SUMNER |
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Vice President and Controller (Principal Accounting Officer) |
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February 20, 2025 |
| Randee N. Sumner |
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EX-4.1
2
oln-2024xexhibit41.htm
DESCRIPTION OF SECURITIES
Document
Exhibit 4.1
OLIN CORPORATION
DESCRIPTION OF SECURITIES
DESCRIPTION OF CAPITAL STOCK
The following statements with respect to our capital stock are subject to the detailed provisions of our Amended and Restated Articles of Incorporation, as further amended or restated, which we refer to as the Articles of Incorporation, our Bylaws, as amended, which we refer to as the Bylaws, and the provisions of applicable Virginia law, the state in which we are incorporated. These statements do not purport to be complete, or to give full effect to the terms of the provisions of statutory or common law, and are subject to, and are qualified in their entirety by reference to, the terms of the Articles of Incorporation and the Bylaws, each of which has been filed as an exhibit to (or incorporated by reference in) our Annual Report on Form 10-K (“Form 10-K”) filed with the Securities and Exchange Commission and the provisions of applicable Virginia law.
General
Our authorized stock consists of 240,000,000 shares of common stock, $1.00 par value per share, and 10,000,000 shares of preferred stock, $1.00 par value per share, issuable in one or more series. The number of shares of common stock outstanding is set forth in our audited financial statements included in our Form 10-K and Form 10-Q filings. No shares of preferred stock are outstanding.
Preferred Stock
The following description of the terms of the preferred stock sets forth certain general terms and provisions of the preferred stock. Specific terms of any series of the preferred stock will be set forth in an amendment to the Articles of Incorporation approved by our board of directors before any such shares are issued.
General. Under the Articles of Incorporation, our board of directors is authorized, without further shareholder action, to provide for the issuance of up to 10,000,000 shares of preferred stock in one or more series, with such voting powers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions, as shall be set forth in articles of an amendment to the Articles of Incorporation providing for the issuance thereof adopted by our board of directors or a duly authorized committee thereof.
The preferred stock will have the dividend, liquidation, redemption, conversion and voting rights set forth below unless otherwise provided in an amendment to the Articles of Incorporation. An amendment to the Articles of Incorporation may establish specific terms for the series of the preferred stock, including:
•the title and liquidation preference per share of such preferred stock and the number of shares offered;
•the price at which such preferred stock will be issued;
•the dividend rate, or method of calculation of dividends, the dates on which dividends shall be payable, whether such dividends shall be cumulative or noncumulative and, if cumulative, the dates from which dividends shall commence to accumulate;
•any redemption or sinking fund provisions of such preferred stock;
•any conversion provisions of such preferred stock; and
•any additional dividend, liquidation, redemption, sinking fund and other rights, preferences, privileges, limitations and restrictions of such preferred stock.
The preferred stock will, when issued, be fully paid and nonassessable. Unless otherwise specified, each series of the preferred stock will rank on a parity as to dividends and distributions in the event of a liquidation with our outstanding preferred stock and each other series of the preferred stock.
Dividend Rights. Holders of the preferred stock of each series will be entitled to receive, when, as and if declared by our board of directors, out of our assets legally available therefor, cash dividends at such rates and on such dates as are established for such series of the preferred stock. Such rate, which may be based upon one or more methods of determination, may be fixed or variable or both. Different series of the preferred stock may be entitled to dividends at different dividend rates or based upon different methods of determination. Each such dividend will be payable to the holders of record as they appear on our stock books on such record dates as will be fixed by our board of directors or a duly authorized committee thereof. Dividends on any series of the preferred stock may be cumulative or noncumulative. If our board of directors fails to declare a dividend payable on a dividend payment date on any series of preferred stock for which dividends are noncumulative, then the right to receive a dividend in respect of the dividend period ending on such dividend payment day will be lost, and we shall have no obligation to pay the dividend accrued for that period, whether or not dividends are declared for any future period.
If the terms of preferred stock issued so provide, when dividends are not paid in full upon any series of the preferred stock and any other preferred stock ranking on a parity as to dividends with such series of the preferred stock, all dividends declared upon such series of the preferred stock and any other preferred stock ranking on a parity as to dividends will be declared pro rata so that the amount of dividends declared per share on such series of the preferred stock and such other preferred stock will in all cases bear to each other the same ratio that accrued dividends per share on such series of the preferred stock and such other preferred stock bear to each other. Except as provided in the preceding sentence, unless full dividends, including, in the case of cumulative preferred stock, accumulations, if any, in respect of prior dividend payment periods, on all outstanding shares of any series of the preferred stock have been paid, no dividends, other than in shares of common stock or another stock ranking junior to such series of the preferred stock as to dividends and upon liquidation, will be declared or paid or set aside for payment or other distributions made upon our common stock or any of our other stock ranking junior to the preferred stock as to dividends. If the terms of preferred stock issued so provides, no common stock or any of our other stock ranking junior to or on a parity with such series of the preferred stock as to dividends or upon liquidation may be redeemed, purchased or otherwise acquired for any consideration, or any moneys paid to or made available for a sinking fund for the redemption of any shares of any such stock, by us, except by conversion into or exchange for our stock ranking junior to such series of the preferred stock as to dividends and upon liquidation.
The amount of dividends payable for each dividend period will be computed by annualizing the applicable dividend rate and dividing by the number of dividend periods in a year, except that the amount of dividends payable for the initial dividend period or any period shorter than a full dividend period shall be computed on the basis of 30-day months, a 360-day year and the actual number of days elapsed in the period.
Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of our business, the holders of each series of preferred stock will be entitled to receive out of our assets available for distribution to shareholders, before any distribution of assets is made to holders of common stock or any other class of stock ranking junior to such series of preferred stock upon liquidation, liquidating distributions in the amount set forth in an amendment to the Articles of Incorporation. If, upon any voluntary or involuntary liquidation, dissolution or winding up of our business, the amounts payable with respect to the preferred stock of any series and any other shares of our stock ranking as to any such distribution on a parity with such series of the preferred stock are not paid in full, the holders of the preferred stock of such series and of such other shares will share ratably in any such distribution of our assets in proportion to the full respective preferential amounts to which they are entitled.
Redemption. A series of the preferred stock may be redeemable, in whole or in part, at our option, and may be subject to mandatory redemption pursuant to a sinking fund or otherwise, in each case upon terms, at the times and the redemption prices and for the types of consideration set forth in an amendment to the Articles of Incorporation.
An amendment to the Articles of Incorporation shall specify the number of shares of such series of preferred stock which shall be redeemed by us in each year commencing after a date to be specified, at a redemption price per share to be specified, together with an amount equal to any accrued and unpaid dividends thereon to the date of redemption.
Conversion Rights. An amendment to the Articles of Incorporation will state the terms, if any, on which shares of that series are convertible into shares of common stock or another series of our preferred stock. The preferred stock will have no preemptive rights.
Voting Rights. Except as indicated below or in an amendment to the Articles of Incorporation, or except as expressly required by applicable law, a holder of the preferred stock will not be entitled to vote. Except as indicated in an amendment to the Articles of Incorporation, in the event we issue shares of any series of preferred stock, each such share will be entitled to one vote on matters on which holders of such series of the preferred stock are entitled to vote.
The affirmative vote of the holders of a majority of the outstanding shares of any series of preferred stock, unless our board of directors establishes a higher amount, voting as a separate class, will be required for any amendment of the Articles of Incorporation which changes any rights or preferences of such series of preferred stock.
In addition to the foregoing voting rights, the holders of the preferred stock will have the voting rights set forth under “-General” above with respect to amendments to the Articles of Incorporation which would increase the number of authorized shares of our preferred stock.
Transfer Agent and Registrar. The transfer agent, registrar and dividend disbursement agent for a series of preferred stock will be selected by us. The registrar for shares of preferred stock will send notices to shareholders of any meetings at which holders of the preferred stock have the right to elect members of our board of directors or to vote on any other matter.
Common Stock
Holders of common stock are entitled to dividends as declared by our board of directors from time to time after payment of, or provision for, full cumulative dividends on and any required redemptions of shares of preferred stock then outstanding. Holders of common stock are entitled to one vote per share on all matters submitted for action by the shareholders and may not cumulate votes for the election of directors. Holders of common stock have no preemptive or subscription rights and have no liability for further calls or assessments. In the event of the liquidation, dissolution or winding up of our business, holders of common stock are entitled to receive pro rata all our remaining assets available for distribution, after satisfaction of the prior preferential rights of the preferred stock and the satisfaction of all our debts and liabilities.
The transfer agent and registrar for our common stock is EQ Shareowner Services.
Our common stock is listed on The New York Stock Exchange under the trading symbol “OLN.”
Certain Provisions of Virginia Law, our Articles of Incorporation and our Bylaws
Certain Provisions of Virginia Law
We are subject to the following provisions of Virginia law which may have the effect of discouraging unsolicited acquisition proposals or delaying or preventing a change in control of our board of directors:
Antitakeover Statutes
As permitted by Virginia law, we have opted out of Article 14.1 of the Virginia Stock Corporation Act (the “VSCA”), the Virginia anti-takeover statute regulating “control share acquisitions”, which are transactions causing the voting power of any person acquiring beneficial ownership of shares of a Virginia public corporation to meet or exceed certain threshold percentages (20%, 33 1/3% or 50%) of the total votes entitled to be cast for the election of directors. Under that Virginia statute, shares acquired in a control share acquisition have no voting rights unless granted by a majority vote of all outstanding shares entitled to vote in the election of directors other than those held by the acquiring person or held by any officer or employee director of the corporation, unless at the time of any control share acquisition, the articles of incorporation or bylaws of the corporation provide that this statute does not apply to acquisitions of its shares.
An acquiring person that owns five percent or more of the corporation’s voting stock may require that a special meeting of the shareholders be held, within 50 days of the acquiring person’s request, to consider the grant of voting rights to the shares acquired or to be acquired in the control share acquisition. If voting rights are not granted and the corporation’s articles of incorporation or bylaws permit, the acquiring person’s shares may be redeemed by the corporation, at the corporation’s option, at a price per share equal to the acquiring person’s cost. Unless otherwise provided in the corporation’s articles of incorporation or bylaws, the VSCA grants appraisal rights to any shareholder who objects to a control share acquisition that is approved by a vote of disinterested shareholders and that gives the acquiring person control of a majority of the corporation’s voting shares. This regulation was designed to deter certain takeovers of Virginia public corporations.
We are subject to Article 14 of the VSCA, a Virginia statute regulating “affiliated transactions.” An affiliated transaction is generally defined as a merger, a share exchange, a material disposition of corporate assets not in the ordinary course of business, any dissolution of the corporation proposed by or on behalf of a holder of more than 10 percent of any class of the corporation’s outstanding voting shares (an “interested shareholder”) or any reclassification, including reverse stock splits, recapitalization or merger of the corporation with its subsidiaries, that increases the percentage of voting shares owned beneficially by an interested shareholder by more than five percent. In general, these provisions prohibit a Virginia corporation from engaging in affiliated transactions with any interested shareholder for a period of three years following the date that such person became an interested shareholder unless (1) a majority of the disinterested directors on the board of directors of the corporation and the holders of two-thirds of the voting shares, other than the shares beneficially owned by the interested shareholder, approve the affiliated transaction or (2) before the date the person became an interested shareholder, majority of the disinterested directors on the board of directors approved the transaction that resulted in the shareholder becoming an interested shareholder.
After three years, any such transaction must be at a “fair price,” as described in the VSCA, or must be approved by a majority of the disinterested directors or the holders of two-thirds of the voting shares, other than the shares beneficially owned by the interested shareholder.
Shareholder Action by Written Consent
The VSCA provides that, unless provided otherwise in a Virginia corporation’s articles of incorporation, any action that may be authorized or taken at a meeting of shareholders may be authorized or taken without a meeting only by unanimous written consent of the shareholders who would be entitled to vote on the action. The Articles of Incorporation do not include a provision that permits shareholders to take action without a meeting other than by unanimous written consent.
Certain Provisions of the Articles of Incorporation and the Bylaws
We are subject to the following provisions of the Articles of Incorporation and the Bylaws, which may have the effect of discouraging unsolicited acquisition proposals or delaying or preventing a change in control of our board of directors, including:
Board of Directors. Subject to the rights granted to holders of any preferred stock, directors may be removed only with cause, and vacancies on our board of directors, including any vacancy created by an increase in the number of directors, may be filled at an annual meeting by shareholders entitled to vote in the election of directors or by a majority of the directors remaining in office, even though less than a quorum. If our board of directors fills a vacancy, the director’s term expires at the next shareholders’ meeting at which directors are elected.
Shareholder Nominations and Proposals. The Bylaws require that shareholders seeking to nominate candidates to election as directors at a meeting of shareholders or to present proposals before a meeting of shareholders provide advance notice in a timely manner, and also specific requirements as to the form and contents of a shareholder’s notice.
Special Meetings of Shareholders. Special meetings of our shareholders may be called only by our board of directors, the chair of our board of directors, our president or our corporate secretary, on the written demand by the holders of a majority of the shares entitled to vote at the special meeting.
No Cumulative Voting. Neither the Articles of Incorporation or the Bylaws authorize cumulative voting in the election of directors.
Preferred Stock. Our board of directors has the authority without any vote or action by shareholders, to issue one or more series of preferred stock and to fix and determine the terms, including the preferences and rights, of any series of preferred stock.
Amendments to the Articles of Incorporation
Under Virginia law, unless a Virginia corporation’s articles of incorporation provide for a greater or lesser vote, amendments of the articles of incorporation must be approved by each voting group entitled to vote on the proposed amendment by more than two-thirds of all the votes entitled to be cast by that voting group. However, the vote specified in the articles of incorporation may not be reduced to less than a majority of all votes cast by the voting group at a meeting at which a quorum of the voting group exists.
Our Articles of Incorporation provide that any amendment to our Articles of Incorporation is required to be approved only by a majority of the votes entitled to be cast by each voting group that is entitled to vote on the matter, unless in submitting an amendment or restatement to the shareholders our board of directors shall require a greater vote.
Amendments to the Bylaws
Under Virginia law, a corporation’s shareholders or board of directors may amend or repeal bylaws, except to the extent that the corporation’s articles of incorporation or Virginia law reserve the power exclusively to the shareholders. A corporation’s shareholders may amend or repeal bylaws even though the bylaws may also be amended or repealed by its board of directors.
Our Bylaws may be altered, amended or repealed by our board of directors, subject to the power of the shareholders to alter or repeal the Bylaws made by the board of directors at any annual or special meeting of the shareholders. Subject to certain limitations, shareholders in altering, amending or repealing our Bylaws may provide that our board of directors may not subsequently alter, amend or repeal our Bylaws.
EX-10.3
3
oln-2024xexhibit103.htm
CHANGE IN CONTROL SEVERANCE PLAN
Document
Exhibit 10.3
OLIN CORPORATION
CHANGE IN CONTROL SEVERANCE PLAN FOR OFFICERS
(as adopted effective April 24, 2024)
ARTICLE I.
PURPOSE AND TERM OF THE PLAN
Section 1.01 Purpose of the Plan. The general purpose of the Plan is to provide severance benefits to Olin’s officers and who experience a Qualifying Termination upon or within two years of any Change in Control as described more fully herein.
Section 1.02 Term of the Plan. The Plan shall be effective as of the Effective Date. With respect to Participants hereunder, and excepting the Olin Corporation Severance Plan for Officers, the Plan shall supersede any plan, program or policy under which Olin provides severance benefits to any Participant, including, and without limitation, the Olin Corporation Change in Control Severance Plan for Section 16(b) Officers, as adopted effective January 27, 2019, which shall be of no force or effect following the Effective Date of this Plan. The Plan shall continue until terminated pursuant to Article VII of the Plan.
ARTICLE II. DEFINITIONS
Section 2.01 “Affiliate” shall mean any corporation, partnership, joint venture or other entity during any period in which Olin owns, directly or indirectly, at least 50% of the total voting or profits interest.
Section 2.02 “Annual Bonus Plan” shall mean Olin’s short-term annual incentive compensation plan, program or arrangement (as the same may be amended from time to time).
Section 2.03 “Base Salary” shall mean, in the case of a Participant, such Participant’s monthly base salary in effect at the Participant’s Termination Date (without taking into account any reductions which may have occurred at or after the date of a Change in Control, if and as applicable to a Participant employed before and after a Change in Control).
Section 2.04 “Board” shall mean the Board of Directors of Olin, or if applicable following a Change in Control, the board of directors (or similar governing body in the case of an entity other than a corporation) of the Parent Entity or, if there is no Parent Entity, the Surviving Entity.
Section 2.05 “Cause” means (i) the willful and continued failure of a Participant to substantially perform the Participant’s duties (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness or injury or any such actual or anticipated failure after the issuance of a notice of Qualifying Termination by the Participant in respect of any Good Reason Event); (ii) the willful engaging by the Participant in gross misconduct significantly and demonstrably financially injurious to Olin; (iii) a willful breach by the Participant of Olin’s Code of Conduct (or any successor or replacement code or policy); or
(iv) willful misconduct by the Participant in the course of Participant’s employment which is a felony or fraud. No act or failure to act on the part of the Participant will be considered “willful” unless done or omitted not in good faith and without reasonable belief that the action or omission was in the interests of Olin or not opposed to the interests of Olin and unless the act or failure to act has not been cured by the Participant within 14 days after written notice to the Participant specifying the nature of such violations. Notwithstanding the foregoing, the Participant shall not be deemed to have been terminated for Cause without (A) reasonable written notice to Participant setting forth the reasons for Olin’s intention to terminate for Cause, (B) an opportunity for the Participant, together with the Participant’s counsel, to be heard before the Board and (C) delivery to the Participant of a notice of termination from the Board finding that, in the good faith opinion of 75% of the entire membership of the Board, the Participant was guilty of conduct described above and specifying the particulars thereof in detail.
Section 2.06 “Change in Control” shall mean the occurrence of any one of the following events on or after the Effective Date:
(i)the Incumbent Directors cease for any reason to constitute at least a majority of the Board; or
(ii)any Person is or becomes a “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Olin representing 20% or more of the combined voting power of the Olin Voting Securities; provided, however, that the event described in this subsection (ii) shall not be deemed to be a Change in Control if such event results from any of the following: (A) the acquisition of Olin Voting Securities by Olin or any of its subsidiaries, (B) the acquisition of Olin Voting Securities directly from Olin;
(C) the acquisition of Olin Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by Olin or any of its subsidiaries, (D) the acquisition of Olin Voting Securities by any underwriter temporarily holding securities pursuant to an offering of such securities, (E) the acquisition of Olin Voting Securities pursuant to a Non-Qualifying Transaction (as defined in (iii) below), or (F) the acquisition of Olin Voting Securities by a Participant or any Group of Persons including the Participant (or any entity controlled by the Participant or any Group of Persons including the Participant); or
(iii)the consummation of a Reorganization or a Sale, unless immediately following such Reorganization or Sale: (1) more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (x) Olin (or, if Olin ceases to exist, the entity resulting from such Reorganization), or, in the case of a Sale, the entity which has acquired all or substantially all of the assets of Olin (in either case, the “Surviving Entity”), or (y) if applicable, the ultimate parent entity that directly or indirectly has
beneficial ownership of more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the Surviving Entity (the “Parent Entity”), is represented by Olin Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which or for which such Olin Voting Securities were converted or exchanged pursuant to such Reorganization or Sale) with ownership of such Olin Voting Securities (or, if applicable, shares into which or for which such Olin Voting Securities were converted or exchanged pursuant to such Reorganization or Sale) continuing in substantially the same proportions as the ownership of Olin Voting Securities immediately prior to consummation of such Reorganization or Sale (excluding any outstanding voting securities of the Surviving Entity or Parent Entity that are held immediately following the consummation of such Reorganization or Sale as a result of ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization or Sale other than Olin or any of its subsidiaries), (2) no Person (other than any employee benefit plan (or related trust) sponsored or maintained by Olin, the Surviving Entity, or the Parent Entity), is or becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the outstanding voting securities of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and (3) at least a majority of the members of the Board following the consummation of the Reorganization or Sale were, at the time of the approval by the Board of the execution of the initial agreement providing for such Reorganization or Sale (or, in the absence of any such agreement, at the time of approval by the Board of such Reorganization or Sale), Incumbent Directors (any Reorganization or Sale which satisfies all of the criteria specified in (1), (2) and (3) above being deemed to be a “Non-Qualifying Transaction”); provided, however, that if, in connection with a Reorganization or Sale that would otherwise be considered a Change in Control pursuant to the Plan,
(I) the immediately preceding clause (3) is satisfied, (II) at least seventy-five percent (75%) of the individuals who were executive officers (within the meaning of Rule 3b-7 under the Exchange Act) of Olin immediately prior to consummation of such Reorganization or Sale become executive officers of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) immediately following such Reorganization or Sale, and (III) the Incumbent Directors at the time of approval by the Board of such Reorganization or Sale determine in good faith that such individuals are expected to remain executive officers for a significant period of time following such Reorganization or Sale, then such directors shall be permitted to determine by at least a two-thirds vote that such Reorganization or Sale shall not constitute a Change in Control of Olin for purposes of the Plan; or
(iv)the stockholders of Olin approve a plan of complete liquidation or dissolution of Olin.
Notwithstanding the foregoing, if any Person becomes the beneficial owner, directly or indirectly, of 20% or more of the combined voting power of Olin Voting Securities solely as a result of the acquisition of Olin Voting Securities by Olin which reduces the number of Olin Voting Securities outstanding, such increased amount shall be deemed not to result in a Change in Control; provided, however, that if such Person subsequently becomes the beneficial owner, directly or indirectly, of additional Olin Voting Securities that increases the percentage of outstanding Olin Voting Securities beneficially owned by such Person, a Change in Control of Olin shall then be deemed to occur.
Additionally, notwithstanding the foregoing, in the event that the Participant participates or agrees to participate by loan or equity investment (other than through ownership of less than 1% of publicly traded securities of another company) in a transaction which would result in an event described in clauses (i) or (ii) above, the Participant must promptly disclose such participation or agreement to Olin, and such transaction will not be considered a Change in Control with respect to such Participant for purposes of the Plan.
Section 2.07 “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations thereunder.
Section 2.08 “Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
Section 2.09 “Committee” shall mean the Compensation Committee of the Board or any successor committee. The Committee may delegate its authority under the Plan to an individual or another committee.
Section 2.10 “Disability” shall mean that a Participant is “disabled” (or such other similar term) within the meaning of Olin’s then current long-term disability plan, which shall be deemed to the case if the Participant meets the requirements for commencement of disability benefits under such long-term disability plan; provided, however, if Olin does not maintain a long-term disability plan at such applicable time, “Disability” shall be deemed to exist if the Participant meets the requirements for disability benefits under the Social Security law then in effect.
Section 2.11 “Effective Date” shall mean April 24, 2024.
Section 2.12 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.
Section 2.13 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the regulations thereunder.
Section 2.14 “Executive CIC Severance” shall mean, in the case of a Participant’s Qualifying Termination, the Participant’s applicable Severance Multiple times the sum of (i) twelve months of the Participant’s Base Salary, plus (ii) the Participant’s Target Bonus.
Section 2.15 “Good Reason Event” shall mean:
(i)Olin (A) requires the Participant to relocate the Participant’s principal place of employment by more than fifty (50) miles from the location in effect immediately prior to the Change in Control and such relocation increases the commuting distance, on a daily basis, between the Participant’s residence at the time of relocation and principal place of employment; or (B) requires the Participant to travel on business to a substantially greater extent than, and inconsistent with, the Participant’s travel requirements prior to the Change in Control (taking into account the number and/or duration (both with respect to airtime and overall time away from the Participant’s residence) of such travel trips following the Change in Control as compared to a comparable period prior to the Change in Control); or
(ii)Olin reduces the Participant’s base salary as in effect immediately prior to the Change in Control; or
(iii)Olin fails to continue the Participant’s participation in Olin’s incentive compensation plans (including, without limitation, short-term and long-term cash and stock incentive compensation) on substantially the same basis, both in terms of (1) the amount of the benefits provided (other than due to Olin’s or a relevant operation’s or business unit’s financial or stock price performance; provided that such performance is a relevant criterion under such plan) and (2) the level of the Participant’s participation relative to other participants as exists immediately prior to the Change in Control; provided that with respect to annual and long-term incentive compensation plans, the basis with which the amount of benefits and level of participation of the Participant shall be compared shall be the average benefit opportunity awarded to the Participant under the relevant plan during the three completed fiscal years immediately preceding the fiscal year in which the Termination Date occurs (or if the Participant has not been employed by Olin for such three fiscal years, the average benefit awarded to the Participant under the relevant plan during the shorter period of fiscal years during which the Participant was employed by Olin); or
(iv)Olin fails to substantially maintain its health, welfare and retirement benefit plans as in effect immediately prior to the Change in Control, unless arrangements (embodied in an on-going substitute or alternative plan) are then in effect to provide benefits that are substantially similar to those in effect immediately prior to the Change in Control; or
(v)(A) the Participant is assigned any duties inconsistent in any adverse respect with the Participant’s position (including status, offices, titles and reporting lines), authority, duties or responsibilities immediately prior to the Change in Control or
(B) Olin takes any action that results in a diminution in such position (including status, offices, titles and reporting lines), authority, duties or responsibilities or in a substantial reduction in any of the resources available to carry out any of the Participant’s authorities, duties or responsibilities from those resources available immediately prior to the Change in Control.
Section 2.16 “Group” shall mean Persons acting together for the purpose of acquiring Olin stock and includes owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with Olin. If a Person owns stock in both Olin and another corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such Person is considered to be part of a Group only with respect to ownership prior to the merger or other transaction giving rise to the change and not with respect to the ownership interest in the other corporation.
Persons will not be considered to be acting as a Group solely because they purchase assets of the same corporation at the same time, or as a result of the same public offering.
Section 2.17 “Incumbent Directors” shall mean those individuals who, on the Effective Date, constitute the Board; provided that any person becoming a director subsequent to the Effective Date, whose election or nomination for election was approved by a vote of at least two- thirds of the directors who were, as of the date of such approval, Incumbent Directors, shall be an Incumbent Director; provided, however, that no individual initially appointed, elected or nominated as a director of Olin pursuant to an actual or threatened election contest with respect to directors or pursuant to any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director.
Section 2.18 “Olin” or “Company” shall mean Olin Corporation, any successor entity, and any successor to its business and/or assets as set forth in Section 10.05 that assumes and agrees to perform the Plan by operation of law, or otherwise. Unless it is otherwise clear from the context, the term “Olin” or “Company” shall generally include its subsidiaries and affiliates.
Section 2.19 “Olin Voting Securities” shall mean Olin’s then outstanding securities eligible to vote for the election of the Board.
Section 2.20 “Parent Entity” has the meaning set forth under the definition of Change in Control.
Section 2.21 “Participant” shall mean any (i) officer of the Company who is subject to the reporting rules under Section 16 of the Exchange Act, or (ii) other officer of the Company appointed by the Board or the Chief Executive Officer who is not subject to the reporting rules under Section 16 of the Exchange Act but has been designated by the Company’s Chief Executive Officer to be eligible for the benefits under this Plan, and, in each case, who executes the acknowledgment required under Section 5.07. If such officer ceases to meet the eligibility criteria described in the preceding sentence prior to any Qualifying Termination, such officer shall cease to be a Participant under the Plan; provided, however, no such cessation of Plan participation for any Participant shall be permitted after any Change in Control.
Section 2.22 “Person” shall have the meaning of such term in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.
Section 2.23 “Plan” shall mean this Olin Corporation Change in Control Severance Plan for Officers as set forth herein, and as the same may from time to time be amended.
Section 2.24 “Plan Administrator” shall mean the individual(s) appointed by the Committee to administer the terms of the Plan as set forth herein and if no individual is
appointed by the Committee to serve as the Plan Administrator for the Plan, the Plan Administrator shall be the Vice President, Human Resources (or the equivalent).
Notwithstanding the preceding sentence, in the event the Plan Administrator is entitled to Severance Benefits under the Plan, the Committee or its delegate shall act as the Plan Administrator for purposes of administering the terms of the Plan with respect to the Plan Administrator.
The Plan Administrator may delegate all or any portion of its authority under the Plan to any other person(s).
Section 2.25 “Qualifying Termination” shall, subject to the below, mean:
(i)the Participant is discharged by Olin, upon or within two years following a Change in Control, other than for Cause and other than due to the Participant’s death or Disability; or
(ii)the Participant terminates Participant’s employment with Olin (A) upon or within two years following a Change in Control and (B) due to a Good Reason Event.
Notwithstanding clause (ii) above, a Participant will not be entitled to terminate employment and receive Severance Benefits under the Plan as the result of such clause unless, within 90 days following the occurrence of the Good Reason Event, the Participant provides written notice to Olin of the occurrence of such Good Reason Event, which written notice sets forth the exact nature of the Good Reason Event and the conduct required to cure such Good Reason Event.
Olin will have 30 days from the receipt of such written notice within which to cure; provided that such 30-day period to cure shall terminate in the event that Olin informs the Participant that it does not intend to cure such Good Reason Event (such period, whether 30 days or less, the “Cure Period”). If, during the Cure Period, such Good Reason Event is remedied, then the Participant will not be permitted to terminate employment under clause (ii) above and receive Severance Benefits under the Plan as a result of such Good Reason Event. If, at the end of the Cure Period, the Good Reason Event has not been remedied, the Participant will be entitled to terminate employment as a result of such Good Reason Event during the 45-day period that follows the end of the Cure Period. If the Participant terminates employment during such 45-day period, so long as the Participant delivered the written notice to Olin of the occurrence of the Good Reason Event at any time prior to the two year anniversary of the Change in Control, for purposes of the Severance Benefits under the Plan, the termination of the Participant’s employment pursuant thereto shall be deemed to have occurred prior to such anniversary. If the Participant does not terminate employment during such 45-day period, the Participant will not be permitted to terminate employment under clause (ii) above and receive Severance Benefits under the Plan as a result of such Good Reason Event.
For the avoidance of doubt, any voluntary termination of employment by a Participant shall not constitute a Qualifying Termination except as specifically provided in clause (ii) above and subject to the preceding paragraph.
Section 2.26 “Reorganization” shall mean a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (i) Olin or (ii) any of its subsidiaries pursuant to which, in the case of this clause (ii), Olin Voting Securities are issued or issuable.
Section 2.27 “Sale” (when the term is capitalized) shall mean the sale or other disposition of all or substantially all of the assets of Olin to an entity that is not an Affiliate of Olin.
Section 2.28 “Restriction Period” shall mean, in the case of a Participant, the applicable Severance Period as set forth and determined under Annex A based on such Participant’s position immediately prior to his Termination Date.
Section 2.29 “Section 409A” shall mean Section 409A of the Code.
Section 2.30 “Separation and General Release Agreement” shall mean a written agreement in the form prescribed by the Company which provides for (i) a general release of claims by the Participant in favor of the Company, its current and former subsidiaries, affiliates, and shareholders, its current and former officers, directors, and employees, and other applicable Company parties, plans or entities, and (ii) the Participant’s obligations under the restrictive covenant provisions contained in Article V.
Section 2.31 “Separation from Service Date” shall mean, in the case of a Participant, the date of the Participant’s “separation from service” within the meaning of Section 409A and determined in accordance with the regulations promulgated under Section 409A.
Section 2.32 “Severance Benefits” shall mean the payments and benefits that a Participant is eligible to receive pursuant to Section 4.02 of the Plan (subject to other applicable provisions of the Plan).
Section 2.33 “Severance Multiple” shall mean, in the case of a Participant, the applicable numerical factor as set forth and determined under Annex A based on such Participant’s position immediately prior to his Termination Date.
Section 2.34 “Severance Period” shall mean, in the case of a Participant, the applicable period of time as set forth and determined under Annex A based on such Participant’s position immediately prior to his Termination Date.
Section 2.35 “Specified Employee” shall mean a “specified employee” within the meaning of Section 409A, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.
Section 2.36 “Surviving Entity” has the meaning set forth under the definition of Change in Control.
Section 2.37 “Target Bonus” shall mean the target incentive award opportunity established for the Participant under the Annual Bonus Plan for the calendar year in which the Termination Date occurs. In the event a Participant’s Termination Date occurs prior to the establishment of the Participant’s target incentive award opportunity for such calendar year, the Target Bonus shall be deemed to be the target incentive award opportunity established for the Participant under the Annual Bonus Plan in the immediately preceding calendar year.
Section 2.38 “Termination Date” shall mean the date as of which the active employment of the Participant with the Company is severed.
ARTICLE III. ELIGIBILITY FOR BENEFITS
Section 3.01 Eligibility. Each Participant in the Plan who incurs a Qualifying Termination and who satisfies the conditions of Section 3.02 shall be eligible to receive the applicable Severance Benefits described in the Plan, except that any such Participant who is a party to an employment agreement or change in control agreement (or similar agreement) with the Company pursuant to which such Participant is entitled to severance benefits upon or after a Change in Control (or such similar term used in such agreement) shall not be eligible to receive the Severance Benefits described in the Plan.
As a condition of participating in the Plan, each individual must expressly agree that the Plan supersedes all prior employment agreements or change in control agreements (or similar agreements) and sets forth the entire severance benefit upon or after a Change in Control to which he or she is entitled to while a Participant.
Section 3.02 Conditions.
(a)Eligibility for any Severance Benefits is expressly conditioned on (i) execution by the Participant of the Separation and General Release Agreement, and lapsing of the revocation period for the Separation and General Release Agreement, within 60 days after the Participant’s Termination Date (the “Release Period”) and (ii) compliance by the Participant with all the material terms and conditions of such Separation and General Release Agreement. If the Participant has not fully complied with any of the applicable terms of the Plan and/or the Separation and General Release Agreement, the Plan Administrator may deny unpaid Severance Benefits or discontinue the payment of the Participant’s Severance Benefits and may require the Participant, by providing at least 10 days’ prior written notice of such repayment obligation to the Participant during which period the Participant may cure such failure to comply (if capable of being cured), and if not so cured, the Participant shall be obligated to repay any portion of the Severance Benefits already received under the Plan. If the Plan Administrator notifies a Participant that repayment of all or any portion of the Severance Benefits received under the Plan is required, such amounts shall be repaid within thirty (30) calendar days of the date the written notice is sent. Any remedy under this subsection (a) shall be in addition to, and not in place of, any other remedy, including injunctive relief, that the Company may have.
(b)The Plan Administrator shall determine a Participant’s eligibility to receive Severance Benefits in its reasonable discretion.
ARTICLE IV. DETERMINATION OF BENEFITS
Section 4.01 Benefits Upon Any Termination of Employment. In the event of any termination of employment, regardless of whether the Participant is eligible for benefits under the Plan, and subject to other provisions of the Plan, the Company shall pay or provide to the
Participant the following: (a) all earned but unpaid base salary through the Termination Date which shall be payable in accordance with the Company’s normal payroll practices, (b) any accrued and unused vacation which shall be payable in accordance with the Company’s regular vacation policy, and (c) to the extent vested and payable as provided in each applicable plan, any other payments or benefits pursuant to any other compensation or benefit plans, programs or arrangement not described herein. For avoidance of doubt, the Participant shall accrue no vacation after the Participant’s Termination Date.
Section 4.02 Severance Benefits. Subject to the other provisions of the Plan (including, without limitation, Sections 3.02, 4.03 and 10.04), in the event of a Participant’s Qualifying Termination, the Severance Benefits to be provided to such Participant shall be determined under the following provisions of this Section 4.02.
(a)Severance. In the event of a Participant’s Qualifying Termination, Olin will pay the Participant a lump sum in an amount equal to the Participant’s Executive CIC Severance on the 60th day after the Participant’s Termination Date.
(b)Health Plan Continuation. For the period of the applicable Severance Period from the Participant’s Termination Date, the Participant (and Participant’s covered dependents) will be eligible to continue to receive coverage on the same basis as a similarly situated active employee under all Olin medical, dental and life insurance plans to the extent the Participant was receiving such coverage immediately prior to the Qualifying Termination (provided that the Participant makes the applicable premium payments required by similarly situated active employees generally for such coverage). The Participant’s eligibility (if any) for continuation coverage under COBRA would commence at the end of the period during which insurance coverage is provided under the preceding sentence without offset for coverage provided thereunder. For avoidance of doubt, the cost of any continuation coverage under COBRA will be the same as charged to other similarly situated terminated employees.
At the end of the period for insurance coverage provided in accordance with the first sentence of the paragraph above, if the Participant at such time has satisfied the eligibility requirements to participate in Olin’s post-retirement medical plan, the Participant shall be entitled to continue in Olin’s post-retirement medical coverage (including dependent coverage) on the same basis as a similarly situated retired employee until the Participant reaches age 65 (provided that the Participant makes the applicable premium payments required by similarly situated retired employees generally for such coverage); provided that if the Participant obtains other employment which offers medical coverage to the Participant, the Participant shall notify Olin and shall enroll in such medical coverage, and the Participant and Participant’s dependents shall not be eligible for Olin’s post-retirement medical coverage so long as such employer provides the Participant with such coverage.
Olin shall not reduce or diminish the insurance coverage or benefits which are provided to the Participant under the above two paragraphs during the period the Participant is entitled to such coverage (subject to the above provisos in such paragraphs).
(c)Outplacement. The Participant will be entitled at Olin’s expense to outplacement counseling and associated services in accordance with Olin’s customary practice at
the time (or, if more favorable to the Participant, in accordance with such practice immediately prior to the Change in Control), with respect to its senior executives who have been terminated other than for Cause. Such counseling and services contemplated by this Section 4.02(c) are intended to facilitate the obtaining by the Participant of other employment following a Qualifying Termination, and payments or benefits by Olin in lieu thereof will not be available to the Participant. The outplacement services will be provided for a period of 12 months beginning on the 60th day after the Participant’s Termination Date.
(d)Current Year Bonus. If the Participant’s Qualifying Termination occurs during or after the second calendar quarter of the calendar year of the Qualifying Termination, the Participant shall be paid a prorated Annual Bonus Plan award for such calendar year which
shall be determined by multiplying the Participant’s Target Bonus by a fraction, the numerator of which is the number of full weeks in the calendar year prior to the Qualifying Termination and the denominator of which is 52. Such prorated Annual Bonus Plan award shall be paid in a lump sum on the 60th day after the Participant’s Termination Date.
For avoidance of doubt, (i) no prorated Annual Bonus Plan award for the calendar year of the Qualifying Termination shall be payable if the Participant’s Qualifying Termination occurs during the first calendar quarter of such calendar year, (ii) payment, if any, of the Annual Bonus Plan award for the calendar year preceding the calendar year of the Qualifying Termination shall be determined in accordance with the terms of the applicable Annual Bonus Plan, and (iii) nothing herein shall be construed as providing that the Participant shall accrue any Annual Bonus Plan award following the Participant’s Termination Date.
Section 4.03 Reduction in Severance Benefits due to Code Section 280G.
(a)Notwithstanding anything in this Agreement to the contrary, in the event that any payments or benefits that could be paid, provided or delivered under the Plan would, when combined with all other payments or benefits that could be paid, provided or delivered to the Participant by Olin, any successor or any of their respective affiliates, are considered “parachute payments” (as defined in Code Section 280G) (such payments and benefits, the “Parachute Payments”), then the aggregate amount of Parachute Payments to which the Participant will be entitled shall equal the amount which produces the greatest after-tax benefit (taking into account applicable federal, state and local income taxes) to the Participant after taking into account any excise tax payable by the Participant under Section 4999 of the Code (the “Excise Tax”). For the avoidance of doubt, this Section 4.03 will reduce the amount of Parachute Payments otherwise payable to the Participant, only if doing so would place the Participant in a better net after-tax economic position as compared with not doing so (taking into account the Excise Tax payable in respect of such Parachute Payments). In such event, Olin shall reduce or eliminate the Parachute Payments by first reducing or eliminating the portion of the Parachute Payments that are payable in cash and then by reducing or eliminating the non- cash portion of the Parachute Payments, in each case, in reverse order beginning with payments or benefits which are to be paid the furthest in the future; provided, however, that for purposes of the foregoing sequence, any amounts that are payable with respect to equity-based or equity- related awards (whether payable in cash or in kind) shall be deemed to be a non-cash portion of the Parachute Payments. All determinations to be made hereunder shall be made, at Olin’s expense, by a nationally recognized certified public accounting firm (the “Accounting Firm”)
selected by Olin. To the extent that, based on the Accounting Firm’s determination, the Parachute Payments are required to be reduced or eliminated, Olin shall provide the Participant with prior written notice of any such reduction or elimination and shall, upon a written request made by the Participant within five days of receiving such notification, provide the Participant and the Participant’s tax advisors with the opportunity to review the calculations prepared by the Accounting Firm and discuss such calculations with Olin.
(b)For purposes of determining the amounts compared in Section 4(a) above, the Participant shall be deemed to pay federal income tax at the highest marginal rates of federal income taxation applicable to individuals in the calendar year in which the Parachute Payment is to be made and state and local income taxes at the highest effective rates of taxation applicable to
individuals as are in effect in the state and locality of Participant’s residence in the calendar year in which the Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable to individuals subject to federal income tax at the highest marginal rates.
Section 4.04 Termination for Cause. Notwithstanding any other provision of the Plan to the contrary, if a Participant has engaged in conduct that constitutes Cause at any time prior to the Participant’s Termination Date (whether determined before or after such date), the Plan Administrator may by written notice to the Participant determine that any Severance Benefit payable to the Participant under Section 4.02 of the Plan shall immediately cease, and that the Participant shall be required to return any Severance Benefits paid to the Participant prior to such determination. The Company may withhold paying Severance Benefits under the Plan pending resolution of a good faith inquiry that could lead to a finding resulting in Cause (as determined in accordance with Section 2.05).
Section 4.05 Other Arrangements.
(a)The provisions of the Plan may provide for payments to the Participant under certain compensation or bonus plans or arrangements under circumstances where such plans or arrangements would not provide for payment thereof. It is the specific intention of the Company that the provisions of the Plan shall supersede any provisions to the contrary in such plans, to the extent permitted by applicable law, and such plans shall be deemed to have been amended to correspond with the Plan without further action by the Company.
(b)The Plan and the Severance Benefits provided pursuant to the Plan are being made available on a voluntary basis by the Company and are not required by any legal obligation. Severance Benefits provided under the Plan are at the discretion of the Company and nothing in the Plan shall give, or be construed to give, any Participant the vested right to any payments or benefits under the Plan.
(c)Severance Benefits under the Plan are not intended to duplicate other payments or benefits, and nothing above shall be construed as resulting in the duplications of benefits or payments that would otherwise be provided under Section 4.01.
(d)Any Severance Benefit under the Plan may be in lieu of any severance pay, notice period or benefits required or provided under any federal, state, or local law or
ordinance. The Plan Administrator shall determine how to apply this provision, and may override other provisions of the Plan in doing so.
(e)Except as otherwise specifically provided in the Plan, no Participant shall be entitled to any cash payments or other severance benefits under any of the Company’s then current severance pay policies for a termination that is covered by the Plan for the Participant.
(f)For avoidance of doubt, a Participant shall not be eligible to receive severance benefits under both the Plan and the Olin Corporation Severance Plan for Officers.
Section 4.06 Termination of Eligibility for Benefits. A Participant shall cease to be eligible to participate in the Plan, and all Severance Benefit payments shall cease upon the occurrence of the earlier of:
(a)subject to Article VII, applicable termination or amendment of the Plan; or
(b)completion of payment to the Participant of the Severance Benefits for which the Participant is eligible under the Plan; or
(c)upon reemployment by the Participant with the Company.
ARTICLE V.
CONFIDENTIALITY, COVENANT NOT TO COMPETE AND NOT TO SOLICIT
Section 5.01 Confidential Information.
(a)The Participant agrees (whether or not the Participant is subject to the restrictions set forth in Sections 5.02 and 5.03) not to disclose, during the term of his or her employment with the Company or at any time thereafter, to any person not employed by Olin, or not engaged to render services to Olin, any confidential information obtained by the Participant while in the employ of Olin, including, without limitation, trade secrets, know-how, improvements, discoveries, designs, customer and supplier lists, business plans and strategies, forecasts, budgets, cost information, formulae, processes, manufacturing equipment, compositions, computer programs, data bases and tapes and films relating to the business of Olin and its subsidiaries and affiliates (including majority-owned companies of such subsidiaries and affiliates); provided, however, that this provision shall not preclude the Participant from disclosing information (i) known generally to the public (other than pursuant to the Participant’s act or omission) or (ii) to the extent required by law or court order.
(b)The Participant also agrees that upon leaving Olin’s employ, the Participant will not take with the Participant, without the prior written consent of an officer authorized to act in the matter by the Board, any drawing, blueprint, specification or other document of Olin, its subsidiaries or affiliates, which is of a confidential nature relating to Olin, its subsidiaries or affiliates, including, without limitation, relating to its or their methods of distribution, or any description of any formulae or secret processes.
(c)The Participant also agrees to comply with any other agreement with or obligation to Olin for the protection of Olin’s confidential information, intellectual property and proprietary information.
(d)The Participant agrees that he or she will retain his or her fiduciary responsibilities to Olin after the Participant’s termination of employment to the extent provided by law. In addition, the Participant agrees to continue to abide by applicable provisions of the principles and guidelines set forth in Olin’s Code of Conduct (or any successor or replacement code or policy).
(e)The above restrictions shall apply to the Participant regardless of whether the Participant experiences a Qualifying Termination or receives Severance Benefits under the Plan.
(f)Notwithstanding the foregoing, nothing in the Plan shall prevent the Participant from exercising any legally protected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934, as amended). Furthermore, the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (x) in confidence to a federal, state or local governmental official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law or (y) in a complaint or other document filed in a lawsuit or proceeding, if such filings are made under seal. A Participant who files a lawsuit for retaliation by the Company for reporting a suspected violation of law may disclose the trade secret to the Participant’s attorney and use the trade secret information in the court proceeding if the Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
Section 5.02 Non-Competition & Non-Solicitation. The Participant agrees that, during the term of his or her employment with the Company, and in the event of the Participant’s Qualifying Termination, thereafter during the Restriction Period, he or she, will not directly or indirectly:
(i)render services for any corporation, partnership, sole proprietorship or any other person or entity or engage in any business which, in the reasonable judgment of Olin, is or becomes competitive with Olin or any affiliate, or which is or becomes otherwise prejudicial to or in conflict with the interests of Olin or any affiliate (such judgment to be based on the Participant’s positions and responsibilities while employed by Olin or an affiliate, the Participant’s post-employment responsibilities and position with such corporation, partnership, sole proprietorship, person, entity or business, the extent of past, current and potential competition or conflict between Olin or an affiliate and such other corporation, partnership, sole proprietorship, person, entity or business, the effect on customers, suppliers and competitors of the Participant’s assuming such post- employment position, the guidelines established in the then-current edition of Olin’s Code of Conduct, and such other considerations as are deemed relevant given the applicable facts and circumstances), provided that the Participant shall be free to purchase as an investment or otherwise, stock or other securities of such
corporation, partnership, sole proprietorship, person, entity or business so long as they are listed upon a recognized securities exchange or traded over the counter and such investment does not represent a substantial investment to the Participant or a greater than 1% equity interest in such corporation, partnership, sole proprietorship, person, entity or business; or
(ii)for the Participant or for any other person, corporation, partnership, sole proprietorship, entity or business: (A) employ or attempt to employ or enter into any contractual arrangement with any employee or former employee of Olin, unless such employee or former employee has not been employed by Olin for a
period in excess of six months; (B) call on or solicit any of the actual or targeted prospective customers of Olin on behalf of any corporation, partnership, sole proprietorship, person, entity or business in connection with any business competitive with the business of Olin; or (C) make known the names and addresses of such customers or any information relating in any manner to Olin’s trade or business relationships with such customers.
Notwithstanding anything in the Plan to the contrary and for the avoidance of doubt, references in this Section 5.02 to “Olin” shall be deemed to refer to Olin and its subsidiaries and affiliates prior to a Change in Control (if and as applicable).
Section 5.03 Non-Disparagement and Legal Cooperation. The Participant agrees that in the event of the Participant’s Qualifying Termination, during the Restriction Period and at any time thereafter, the Participant shall not make, or assist, encourage, discuss, cooperate, incite, or otherwise confer with or aid any others in making, any statement that intentionally disparages Olin, its business, services or products, or any of Olin’s respective officers, directors, employees, advisors, or reputations unless, in each case, in the context of a legal process (including without limitation, litigation between Olin and the Participant), required governmental testimony or filings, any administrative or arbitral proceedings (including, without limitation, arbitration between Olin and the Participant) or as otherwise required by law. Notwithstanding the foregoing and subject to Section 5.01, in no event shall the Participant be prohibited from making truthful statements in response to questions from a prospective future employer.
The Participant agrees that in the event of the Participant’s Qualifying Termination, during the Restriction Period, the Participant will reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that occurred while the Participant was employed by the Company and of which the Participant has relevant knowledge. The Participant’s reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available for telephone conferences with outside counsel and/or personnel of the Company, being available for interviews, depositions and/or to act as a witness on behalf of the Company, if reasonably requested, and at the Board’s reasonable request responding to any inquiries about the particular matter. The Participant further agrees to reasonably and truthfully cooperate with the Company in connection with any investigation or review by any federal, state or local regulatory authority relating to events or occurrences that transpired while the Participant was employed with the Company and of which the Participant has relevant knowledge. The Company shall promptly pay (or promptly reimburse) the
Participant (a) for any and all reasonable out-of-pocket expenses incurred by the Participant in connection with such cooperation, and (b) a reasonable hourly rate determined by the Company to the Participant for all time provided pursuant to this paragraph in excess of 50 hours.
Section 5.04 Reasonableness. The Participant agrees that (i) the restrictive covenants contained in this Article V are reasonably necessary to protect the legitimate business interests of Olin, and are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind, (ii) the Participant’s full, uninhibited and faithful observance of each of the covenants contained in this Article V will not cause the Participant any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair the Participant’s ability to obtain employment commensurate with the Participant’s abilities and on terms fully acceptable to the Participant or otherwise to obtain income required for the comfortable support of the Participant and the Participant’s family and the satisfaction of the needs of the Participant’s creditors, and (iii) the restrictions contained in this Article V are intended to be, and shall be, for the benefit of and shall be enforceable by, Olin and Olin’s successors and permitted assigns.
Section 5.05 Equitable Relief.
(a)The Participant acknowledges and agrees that any violation of the provisions of this Article V would cause Olin irreparable damage and that if the Participant breaches or threatens to breach such provisions, Olin shall be entitled, in addition to any other rights and remedies Olin may have at law or in equity, to obtain specific performance of such covenants through injunction or other equitable relief from a court of competent jurisdiction, without proof of actual damages and without being required to post bond.
(b)In the event that any arbitrator or court of competent jurisdiction shall finally hold that any provision of the Plan (whether in whole or in part) is void or constitutes an unreasonable restriction against the Participant, such provision shall not be rendered void but shall be deemed to be modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such arbitrator or court may determine constitutes a reasonable restriction under the circumstances.
(c)The Participant and the Company irrevocably and unconditionally (i) agree that any suit, action or other legal proceeding arising out of this Article V or any other provision of the Plan, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States District Court whose jurisdiction includes Clayton, Missouri, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Missouri, (ii) consent to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waive any objection which Participant may have to the laying of venue of any such suit, action or proceeding in any such court.
Section 5.06 Survival of Provisions. The obligations contained in this Article V shall survive the termination of Participant’s employment with the Company for any reason (or termination of the Plan), and shall be fully enforceable thereafter.
Section 5.07 Acknowledgment. The Plan Administrator shall require, as a condition to a Participant’s participation in the Plan, that such Participant enter into a written acknowledgment of the terms of this Article V (and such other provisions of the Plan as the Plan Administrator determines appropriate), in such form as the Plan Administrator shall determine appropriate from time to time.
ARTICLE VI.
THE PLAN ADMINISTRATOR
Section 6.01 Authority and Duties. It shall be the duty of the Plan Administrator, on the basis of information supplied to it by the Company and Committee, to properly administer the Plan.
The Plan Administrator shall have the full power, authority and discretion to construe, interpret and administer the Plan, to make factual determinations, to correct deficiencies therein, to supply omissions, and to make all other determinations deemed necessary or advisable for the Plan. The Plan Administrator shall have the reasonable discretion to make decisions and take actions with respect to questions arising in connection with the Plan, including but not limited to the determination of questions of eligibility and participation, and the amount, manner and timing of benefits. All decisions, actions and interpretations of the Plan Administrator shall be final and binding upon Participants. The Plan Administrator may adopt such rules and regulations and may make such decisions as it deems necessary or desirable for the proper administration of the Plan. Any decisions, actions or interpretations to be made under the Plan by the Plan Administrator need not be uniformly applied to similarly situated individuals. All decisions, actions and interpretations of the Plan Administrator shall be reviewed de novo by the arbitrator under Section 9.04 hereof and by a court of competent jurisdiction entering the award of such arbitrator (or otherwise making a determination on a Plan matter), in each case to the maximum extent permitted by applicable law.
Section 6.02 Compensation of the Plan Administrator. The Plan Administrator shall receive no compensation for services as such. However, all reasonable expenses of the Plan Administrator shall be paid or reimbursed by the Company upon proper documentation. The Plan Administrator shall be indemnified by the Company against personal liability for actions taken in good faith in the discharge of the Plan Administrator’s duties.
Section 6.03 Records, Reporting and Disclosure. The Plan Administrator and/or Company shall keep a copy of all records relating to the payment of Severance Benefits to Participants and former Participants and all other records necessary for the proper operation of the Plan. All Plan records shall be made available to the Committee and to each Participant for examination during business hours except that a Participant shall examine only such records as pertain exclusively to such examining Participant and to the Plan. The Plan Administrator and/or Company shall prepare and shall file as required by law or regulation all reports, forms, documents and other items required by ERISA, the Code, and every other relevant statute, each as amended, and all regulations thereunder.
ARTICLE VII.
AMENDMENT, TERMINATION AND DURATION
Section 7.01 Amendment, Suspension and Termination.
(a)Except as provided below, Olin, by action of the Board or Committee, reserves the right to amend the Plan, in whole or in part, or to discontinue or terminate the Plan, at any time in its sole discretion. Such Plan amendments may include, but are not limited to, elimination or reduction in the Severance Benefits provided to a Participant and may be retroactive or prospective in nature.
(b)Notwithstanding Section 7.01(a), no amendment, discontinuance or termination, however, may adversely affect the rights of any Participant without his or her written consent if such person (i) is then receiving Severance Benefits under the Plan, or (ii) is entitled to receive Severance Benefits under the Plan on account of a prior Qualifying Termination. In addition to the foregoing, with respect to a Participant who was a Participant in the Plan on the day prior to a Change in Control, for a period of two years following the Change in Control, the Plan may not be discontinued or terminated or amended in such a manner that decreases the Severance Benefits payable to any such Participant or that makes any provision less favorable for such Participant.
(c)Notwithstanding the above limitations, the Plan may be amended at any time (and such amendment will be given affect) if such amendment is required to bring the Plan into compliance with applicable law, including but not limited to Section 409A.
Section 7.02 Duration. The Plan shall continue in full force and effect until termination of the Plan pursuant to Section 7.01.
ARTICLE VIII. DUTIES OF THE COMPANY
Section 8.01 Records. The Company thereof shall supply to the Plan Administrator, as the case may be, all records and information necessary to the performance of the Plan Administrator’s duties.
Section 8.02 Payment. Payments of Severance Benefits to Participants shall be made by the Company in such amount as determined by the Plan Administrator in its reasonable discretion, from the Company’s general assets or from a supplemental unemployment benefits trust, as directed by the Plan Administrator.
ARTICLE IX. CLAIMS PROCEDURES
Section 9.01 Claim. Each Participant under the Plan may contest the administration of the Severance Benefits awarded by completing and filing with the Plan Administrator a written request for review in the manner specified by the Plan Administrator. No person may bring an
action for any alleged wrongful denial of Plan benefits in a court of law unless the claims procedures described in this Article IX are exhausted and a final determination is made by the Plan Administrator. No person may bring legal action, including a lawsuit, either in law or equity, more than one year after a final decision is rendered on a claim. In order to raise an issue in any legal action related to the claim, such person must have clearly raised such issue during the claims and appeals procedure described herein.
Section 9.02 Initial Claim. Before the date on which payment of a Severance Benefit occurs, any claim relating to the administration of such Severance Benefit must be supported by such information as the Plan Administrator deems relevant and appropriate. In the event that any such claim is denied in whole or in part, the terminated Participant or his or her beneficiary (“Claimant”) whose claim has been so denied shall be notified of such denial in writing by the Plan Administrator within ninety (90) days after the receipt of the claim for benefits. This period may be extended an additional ninety (90) days if the Plan Administrator determines such extension is necessary and the Plan Administrator provides notice of extension to the Claimant prior to the end of the initial ninety (90) day period. The notice advising of the denial shall
(i) specify the reason or reasons for denial, (ii) make specific reference to the Plan provisions on which the determination was based, (iii) describe any additional material or information necessary for the Claimant to perfect the claim (explaining why such material or information is needed), and (iv) describe the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.
Section 9.03 Appeals of Denied Administrative Claims. All appeals shall be made by the following procedure:
(a)A Claimant whose claim has been denied shall file with the Plan Administrator a notice of appeal of the denial. Such notice shall be filed within sixty (60) calendar days of notification by the Plan Administrator of the denial of a claim, shall be made in writing, and shall set forth all of the facts upon which the appeal is based. Appeals not timely filed shall be barred.
(b)The Plan Administrator shall consider the merits of the Claimant’s written presentations, the merits of any facts or evidence in support of the denial of benefits, and such other facts and circumstances as the Plan Administrator shall deem relevant.
(c)The Plan Administrator shall render a determination upon the appealed claim which determination shall be accompanied by a written statement as to the reasons therefor. The determination shall be made to the Claimant within sixty (60) days of the Claimant’s request for review, unless the Plan Administrator determines that special circumstances require an extension of time for processing the claim. In such case, Plan Administrator shall notify the Claimant of the need for an extension of time to render its decision prior to the end of the initial sixty (60) day period, and the Plan Administrator shall have an additional sixty (60) day period to make its determination. If the determination is adverse to the Claimant, the notice shall (i) provide the reason or reasons for denial, (ii) make specific reference to the Plan provisions on which the determination was based, (iii) include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies
of, all documents, records and other information relevant to the Claimant’s claim for benefits, and (iv) state that the Claimant has the right to bring an action under Section 502(a) of ERISA.
Section 9.04 Arbitration; Expenses. In the event of any dispute under the provisions of the Plan, other than a dispute in which the primary relief sought is an equitable remedy such as an injunction, the parties shall have the dispute, controversy or claim settled by arbitration at Olin’s corporate headquarters in accordance with the rules of the American Arbitration Association then in effect (and subject to the last sentence of Section 6.01 to the extent permitted by applicable law). Any award entered by the arbitrator shall be final, binding and nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrator shall have no authority to modify any provision of the Plan or to award a remedy for a dispute involving the Plan other than a benefit or payment specifically provided under or by virtue of the Plan. Olin shall pay all reasonable legal fees and expenses, as they become due, which a Participant may incur in connection with the Plan through arbitration, court or otherwise unless the arbitrator or court determines that the Participant had no reasonable basis for the Participant’s claim or was acting in bad faith; provided that legal fees and expenses payable hereunder shall include legal fees and expenses incurred by the Participant in defending against an alleged breach of the restrictive covenants set forth in Article V of the Plan, unless Olin is able to establish that the Participant was acting in bad faith and that such restrictive covenants were in fact breached.
Should Olin dispute the entitlement of the Participant to such fees and expenses, the burden of proof shall be on Olin to establish that the Participant had no reasonable basis for the Participant’s claim or was acting in bad faith.
If any payment which is due to the Participant hereunder has not been paid within thirty (30) days of the date on which such payment was due, the Participant shall be entitled to receive interest thereon from the due date until paid at an annual rate of interest equal to the Prime Rate reported in the Wall Street Journal, Northeast Edition, on the last business day of the month preceding the due date, compounded annually.
ARTICLE X. MISCELLANEOUS
Section 10.01 Nonalienation of Benefits. None of the payments, benefits or rights of any Participant shall be subject to any claim of any creditor of any Participant, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment (if permitted under applicable law), trustee’s process, or any other legal or equitable process available to any creditor of such Participant. No Participant shall have the right to alienate, anticipate, commute, plead, encumber or assign any of the benefits or payments that he or she may expect to receive, contingently or otherwise, under the Plan, except for the designation of a beneficiary as contemplated in Section 10.02.
Section 10.02 Beneficiary Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid or by whom any right under the Plan is to be
exercised in case of his or her death. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Plan Administrator, and will be effective only when filed by the Participant in writing with the Plan Administrator during his lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to or exercised by the Participant’s surviving spouse, if any, or otherwise to or by his or her estate.
Section 10.03 Notices. All notices and other communications required hereunder shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service. In the case of the Participant, mailed notices shall be addressed to him or her at his or her most recent address as shown on the books and records of the Company. In the case of the Company, mailed notices shall be addressed to Olin’s corporate headquarters in Clayton, Missouri to the Plan Administrator, with copies to both the Corporate Secretary and the General Counsel of the Company.
Section 10.04 Tax Items – Withholding, Code Section 409A and 105(h) Compliance.
(a)Any Severance Benefits provided under the Plan shall be subject to applicable withholding obligations in an amount sufficient to satisfy U.S. or foreign federal, provincial, state and local or other applicable withholding tax requirements.
(b)The Plan is intended to be administered in a manner consistent with the requirements, where applicable, of Section 409A. Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid the imposition on Participants of immediate tax recognition and additional taxes pursuant to such Section 409A. The Plan (and any payments) may be amended (in accordance with Article VII of the Plan) in any respect deemed necessary or desirable (including retroactively) by the Company with the intent to preserve exemption from or compliance with Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for Plan payments. Neither the Company nor the Plan Administrator shall have any liability to any person in the event such Section 409A applies to any payments or benefits hereunder in a manner that results in adverse tax consequences for the Participant or any of his beneficiaries. A Participant (or his beneficiary, as applicable) is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on such person in connection with the Plan (including any taxes and penalties under Section 409A), and neither the Company nor the Plan Administrator shall have any obligation to indemnify or otherwise hold such person harmless from any or all of such taxes or penalties.
(c)Notwithstanding the provisions of Section 4.02, if, as of the Separation from Service Date, the Participant is a Specified Employee, then, except to the extent that the Plan does not provide for deferred compensation within the meaning of Section 409A, the following shall apply: (1) no Severance Benefits considered deferred compensation under Section 409A which are determined to be payable upon a Participant’s termination of employment as determined under Section 409A and not subject to an exception or exemption thereunder, shall be provided to the Participant, in each case, during the period beginning on the Participant’s Separation from Service Date and ending on the six-month anniversary of such date or, if earlier, the date of the Participant’s death, and (2) within thirty days after the six-month anniversary of the Participant’s Separation from Service Date or, if earlier, the Participant’s
death, the Company shall make a one-time, lump-sum cash payment to the Participant (or his beneficiary, if applicable) in an amount equal to the sum of the amounts that would have been otherwise payable, without interest, to the Participant under the Plan during the period described in clause (1) above.
(d)The Plan Administrator reserves the right to make deductions or offsets to the Severance Benefits in accordance with applicable law for the stated amount of monies owed to the Company by the Participant or the value of Company property that the Participant has retained in his/her possession; provided, however, that except as permitted under Section 409A, any Severance Benefits considered deferred compensation within the meaning of Section 409A provided to the Participant may not be reduced by, or offset against, any amount owing by the Participant to Olin.
(e)To the extent required by Section 409A, any Severance Benefits considered deferred compensation within the meaning of Section 409A provided upon a termination of a Participant’s employment shall only be paid or provided to the Participant upon his or her Separation from Service.
(f)Except as specifically permitted by Section 409A, the amounts of any benefits and reimbursements provided to the Participant under the Plan during any calendar year shall not affect the amounts of any benefits and reimbursements to be provided to the Participant under the Plan in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Furthermore, any reimbursement payments for any expenses provided to the Participant under the Plan shall be made to the Participant as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the applicable expense is incurred, and any reimbursement payments for any taxes provided to the Participant under the Plan shall be made to the Participant no later than the last day of the calendar year following the calendar year in which the related taxes are remitted.
(g)For purposes of Section 409A, each installment of any payments made under the Plan will be deemed to be a separate payment as permitted under Treas. Reg. Section 1.409A-2 (b)(2)(iii).
(h)To the extent deemed necessary by the Company for purposes of Code Section 105(h), the difference between the cost for such coverage under COBRA, as defined below, and the amount of the necessary contributions that the Participant is required to pay for such coverage as provided in the first sentence of Section 4.02(b) will be considered imputed income to the Participant. For avoidance of doubt, the Participant is responsible for the payment of any applicable income taxed due as a result of such imputed income.
(i)Notwithstanding any provision of the Plan to the contrary, to the extent necessary to satisfy Code Section 105(h), Olin will be permitted to alter the manner in which health or other welfare benefits are provided to a Participant following the Participant’s Termination Date.
(j)With respect to Code Section 162(q), nothing in the Plan shall be interpreted or construed as requiring nondisclosure with respect to any sexual harassment or sexual abuse that may be a subject of the Separation and General Release Agreement.
Section 10.05 Successors and Assigns. The rights under the Plan are personal to the Participant and without the prior written consent of the Company shall not be assignable by the Participant otherwise than by will or the laws of descent and distribution. The Plan shall inure to the benefit of and be enforceable by the Participant’s legal representatives. The Plan shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform the Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place (with a copy of such assumption provided to the Participant). Failure of Olin to obtain such assumption and agreement prior to the effectiveness of any such succession will entitle the Participant to the Severance Benefits from Olin in the same amount and on the same terms as the Participant would be entitled to hereunder had a Qualifying Termination occurred on the succession date.
Section 10.06 No Impact On Benefits. Except as may otherwise be specifically stated under any employee benefit plan, policy or program, no amount payable under the Plan shall be treated as compensation for purposes of calculating a Participant’s right under any such plan, policy or program.
Section 10.07 No Mitigation. A Participant shall not be required to mitigate the amount of any Severance Benefit provided for in the Plan by seeking other employment or otherwise, nor shall the amount of any Severance Benefit provided for herein be reduced by any compensation earned by other employment or otherwise or subject to offset except as otherwise expressly provided for herein.
Section 10.08 No Contract of Employment. Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Participant or any person whosoever, the right to be retained in the service of the Company.
Section 10.09 Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.
Section 10.10 Heirs, Assigns, and Personal Representatives. The Plan shall be binding upon the heirs, executors, administrators, successors and assigns of the parties, including each Participant, present and future.
Section 10.11 Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.
Section 10.12 Gender and Number. Where the context admits, words in any gender shall include any other gender, and, except where otherwise clearly indicated by context, the singular shall include the plural, and vice versa.
Section 10.13 ERISA. The Plan is intended to provide a select group of management or highly compensated employees with certain compensation and benefits as set forth in the Plan in the event a Participant’s employment with the Company is terminated in a Qualifying Termination and the other conditions and requirements of the Plan are met. The Plan is not intended to be an “employee pension benefit plan” or “pension plan” within the meaning of ERISA. Rather, the Plan is intended to be an unfunded “welfare benefit plan” within the meaning of ERISA and to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of the United States Department of Labor regulations Section 2510.3-2(b), and shall be interpreted and administered accordingly.
Section 10.14 Unfunded Plan. The Plan shall not be funded. No Participant shall have any right to, or interest in, any assets of the Company that may be applied by the Company to the payment of Severance Benefits.
Section 10.15 Payments to Incompetent Persons. Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipting therefor shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Company, the Plan Administrator and all other parties with respect thereto.
Section 10.16 Controlling Law. The Plan shall be construed and enforced according to the laws of the State of Virginia (without giving effect to its principles of conflicts of law) to the extent not superseded by federal law.
FINAL
ANNEX A
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Executive CIC Severance |
Position |
Severance Multiple |
Severance Period |
Chief Executive Officer |
3 |
36 months |
All Other Participants |
2 |
24 months |
Olin Corporation Change in Control Severance Plan for Officers Form of Acknowledgement Agreement
By signing below, I acknowledge to Olin Corporation (“Olin”) that:
(a)I have received a copy of the Olin Corporation Change in Control Severance Plan for Officers (the “Plan”) and have read the Plan;
(b)I understand and agree to be bound by the terms and conditions of the Plan, including, but not limited to, the restrictive covenants (including the non-competition and non- solicitation restrictions) of Article V of the Plan, as well as the jurisdictional provisions of Section 5.05(c) of the Plan and the mandatory arbitration provisions of Section 9.04 of the Plan;
(c)I was advised by Olin, and I am aware, of my right to consult with an attorney before signing this Agreement;
(d)I have signed this Agreement knowingly and voluntarily and without any duress or undue influence on the part or behalf of Olin or any of its affiliates;
(e)I acknowledge that in signing this Agreement, I have not relied upon any representation or statement not set forth in this Agreement or the Plan made by Olin or any of its representatives;
(f)I agree that the Plan does not create a contractual guarantee of employment, either implied or expressed; and
(g)I acknowledge that this Agreement sets forth the entire understanding between Olin and me in connection with its subject-matter and supersedes and replaces any express or implied, written or oral, prior agreement of plans or arrangement with respect to the subject matter covered under the Plan which I may have had with Olin or any of its affiliates.
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Agreed and Acknowledged By: |
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Employee Signature |
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Employee Printed Name |
Date |
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EX-10.4
4
oln-2024xexhibit104.htm
SEVERANCE PLAN FOR SECTION 16(B) OFFICERS
Document
Exhibit 10.4
OLIN CORPORATION SEVERANCE PLAN FOR OFFICERS
(as adopted effective April 24, 2024)
ARTICLE I.
PURPOSE, AND TERM OF THE PLAN
Section 1.01 Purpose of the Plan. The general purpose of the Plan is to provide severance benefits to Olin’s officers and who experience a Qualifying Termination prior to any Change in Control as described more fully herein.
Section 1.02 Term of the Plan. The Plan shall be effective as of the Effective Date. With respect to Participants hereunder, and excepting the Olin Corporation Change in Control Severance Plan for Officers, the Plan shall supersede any plan, program or policy under which Olin provides severance benefits to any Participant, including, and without limitation, the Olin Corporation Severance Plan for Section 16(b) Officers, as adopted effective January 27, 2019, which shall be of no force or effect following the Effective Date of this Plan. The Plan shall continue until terminated pursuant to Article VII of the Plan.
ARTICLE II. DEFINITIONS
Section 2.01 “Annual Bonus Plan” shall mean Olin’s short-term annual incentive compensation plan, program or arrangement (as the same may be amended from time to time).
Section 2.02 “Base Salary” shall mean, in the case of a Participant, such Participant’s monthly base salary in effect at the Participant’s Termination Date.
Section 2.03 “Board” shall mean the Board of Directors of Olin or any successor board (or similar governing body in the case of an entity other than a corporation).
Section 2.04 “Cause” means (i) the willful and continued failure of a Participant to substantially perform the Participant’s duties (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness or injury); (ii) the willful engaging by the Participant in gross misconduct significantly and demonstrably financially injurious to Olin;
(iii) a willful breach by the Participant of Olin’s Code of Conduct (or any successor or replacement code or policy); or (iv) willful misconduct by the Participant in the course of Participant’s employment which is a felony or fraud. No act or failure to act on the part of the Participant will be considered “willful” unless done or omitted not in good faith and without reasonable belief that the action or omission was in the interests of Olin or not opposed to the interests of Olin and unless the act or failure to act has not been cured by the Participant within 14 days after written notice to the Participant specifying the nature of such violations. Notwithstanding the foregoing, the Participant shall not be deemed to have been terminated for Cause without reasonable written notice to Participant setting forth the reasons for Olin’s intention to terminate for Cause.
Section 2.05 “Change in Control” shall have such meaning ascribed to such term under the Olin Corporation Change in Control Severance Plan for Officers.
Section 2.06 “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations thereunder.
Section 2.07 “Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
Section 2.08 “Committee” shall mean the Compensation Committee of the Board or any successor committee. The Committee may delegate its authority under the Plan to an individual or another committee.
Section 2.09 “Disability” shall mean that a Participant is “disabled” (or such other similar term) within the meaning of Olin’s then current long-term disability plan, which shall be deemed to the case if the Participant meets the requirements for commencement of disability benefits under such long-term disability plan; provided, however, if Olin does not maintain a long-term disability plan at such applicable time, “Disability” shall be deemed to exist if the Participant meets the requirements for disability benefits under the Social Security law then in effect.
Section 2.10 “Effective Date” shall April 24, 2024.
Section 2.11 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.
Section 2.12 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the regulations thereunder.
Section 2.13 “Executive Severance” shall mean, in the case of a Participant’s Qualifying Termination, the Participant’s applicable Severance Multiple times the sum of (i) twelve months of the Participant’s Base Salary, plus (ii) the Participant’s Target Bonus.
Section 2.14 “Olin” or “Company” shall mean Olin Corporation, any successor entity, and any successor to its business and/or assets as set forth in Section 10.05 that assumes and agrees to perform the Plan by operation of law, or otherwise. Unless it is otherwise clear from the context, the term “Olin” or “Company” shall generally include its subsidiaries and affiliates.
Section 2.15 “Participant” shall mean any (i) officer of the Company who is subject to the reporting rules under Section 16 of the Exchange Act, (ii) other officer of the Company appointed by the Board or the Chief Executive Officer who is not subject to the reporting rules under Section 16 of the Exchange Act but has been designated by the Company’s Chief Executive Officer to be eligible for the benefits under this Plan, and, in each case, who executes the acknowledgment required under Section 5.07. If such officer ceases to meet the eligibility criteria described in the preceding sentence prior to any Qualifying Termination, such officer shall cease to be a Participant under the Plan.
Section 2.16 “Plan” shall mean this Olin Corporation Severance Plan for Officers as set forth herein, and as the same may from time to time be amended.
Section 2.17 “Plan Administrator” shall mean the individual(s) appointed by the Committee to administer the terms of the Plan as set forth herein and if no individual is appointed by the Committee to serve as the Plan Administrator for the Plan, the Plan Administrator shall be the Vice President, Human Resources (or the equivalent).
Notwithstanding the preceding sentence, in the event the Plan Administrator is entitled to Severance Benefits under the Plan, the Committee or its delegate shall act as the Plan Administrator for purposes of administering the terms of the Plan with respect to the Plan Administrator. The Plan Administrator may delegate all or any portion of its authority under the Plan to any other person(s).
Section 2.18 “Qualifying Termination” shall, subject to the following, mean the Participant is discharged by Olin other than for Cause and other than due to the Participant’s death or Disability. Notwithstanding the foregoing, the following shall not be considered a “Qualifying Termination” for purposes of the Plan:
(i)if, in connection with the spinoff of an Olin business or Olin’s assets as a separate public company to Olin’s shareholders, a Participant accepts employment with, and becomes employed at, the spunoff company or its affiliate, the termination of the Participant’s employment with Olin;
(ii)in connection with the sale of an Olin business or assets to a third party or the transfer or sale of an Olin business or Olin’s assets to a joint venture to be owned directly or indirectly by Olin with one or more third parties, if the Participant accepts employment with, and becomes employed by, such buyer or its affiliate or such joint venture or its affiliate in connection with such transaction, the termination of the Participant’s employment with Olin; or
(iii)any termination of a Participant’s employment upon or within two years of a Change in Control.
For the avoidance of doubt, any voluntary termination of employment by a Participant shall not constitute a Qualifying Termination.
Section 2.19 “Restriction Period” shall mean, in the case of a Participant, the applicable Severance Period as set forth and determined under Annex A based on such Participant’s position immediately prior to his Termination Date.
Section 2.20 “Section 409A” shall mean Section 409A of the Code.
Section 2.21 “Separation and General Release Agreement” shall mean a written agreement in the form prescribed by the Company which provides for (i) a general release of claims by the Participant in favor of the Company, its current and former subsidiaries, affiliates, and shareholders, its current and former officers, directors, and employees, and other applicable Company parties, plans or entities, and (ii) the Participant’s obligations under the restrictive covenant provisions contained in Article V.
Section 2.22 “Separation from Service Date” shall mean, in the case of a Participant, the date of the Participant’s “separation from service” within the meaning of Section 409A and determined in accordance with the regulations promulgated under Section 409A.
Section 2.23 “Severance Benefits” shall mean the payments and benefits that a Participant is eligible to receive pursuant to Section 4.02 of the Plan (subject to other applicable provisions of the Plan).
Section 2.24 “Severance Multiple” shall mean, in the case of a Participant, the applicable numerical factor as set forth and determined under Annex A based on such Participant’s position immediately prior to his Termination Date.
Section 2.25 “Severance Period” shall mean, in the case of a Participant, the applicable period of time as set forth and determined under Annex A based on such Participant’s position immediately prior to his Termination Date.
Section 2.26 “Specified Employee” shall mean a “specified employee” within the meaning of Section 409A, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.
Section 2.27 “Target Bonus” shall mean the target incentive award opportunity established for the Participant under the Annual Bonus Plan for the calendar year in which the Termination Date occurs. In the event a Participant’s Termination Date occurs prior to the establishment of the Participant’s target incentive award opportunity for such calendar year, the Target Bonus shall be deemed to be the target incentive award opportunity established for the Participant under the Annual Bonus Plan in the immediately preceding calendar year.
Section 2.28 “Termination Date” shall mean the date as of which the active employment of the Participant with the Company is severed.
ARTICLE III. ELIGIBILITY FOR BENEFITS
Section 3.01 Eligibility. Each Participant in the Plan who incurs a Qualifying Termination and who satisfies the conditions of Section 3.02 shall be eligible to receive the applicable Severance Benefits described in the Plan, except that any such Participant who is a party to an employment agreement (or similar agreement) with the Company pursuant to which such Participant is entitled to severance benefits prior to a Change in Control (or such similar term used in such agreement) shall not be eligible to receive the Severance Benefits described in the Plan. As a condition of participating in the Plan, each individual must expressly agree that the Plan supersedes all prior employment agreements (or similar agreements) and sets forth the entire severance benefit to which he or she is entitled to prior to a Change in Control while a Participant.
Section 3.02 Conditions.
(a)Eligibility for any Severance Benefits is expressly conditioned on (i) execution by the Participant of the Separation and General Release Agreement, and lapsing of the revocation period for the Separation and General Release Agreement, within 60 days after the Participant’s Termination Date (the “Release Period”) and (ii) compliance by the Participant with all the material terms and conditions of such Separation and General Release Agreement. If the Participant has not fully complied with any of the applicable terms of the Plan and/or the Separation and General Release Agreement, the Plan Administrator may deny unpaid Severance Benefits or discontinue the payment of the Participant’s Severance Benefits and may require the Participant, by providing at least 10 days’ prior written notice of such repayment obligation to the Participant during which period the Participant may cure such failure to comply (if capable of being cured), and if not so cured, the Participant shall be obligated to repay any portion of the Severance Benefits already received under the Plan. If the Plan Administrator notifies a Participant that repayment of all or any portion of the Severance Benefits received under the Plan is required, such amounts shall be repaid within thirty (30) calendar days of the date the written notice is sent. Any remedy under this subsection (a) shall be in addition to, and not in place of, any other remedy, including injunctive relief, that the Company may have.
(b)The Plan Administrator shall determine a Participant’s eligibility to receive Severance Benefits in its sole discretion.
(c)
ARTICLE IV. DETERMINATION OF BENEFITS
Section 4.01 Benefits Upon Any Termination of Employment. In the event of any termination of employment, regardless of whether the Participant is eligible for benefits under the Plan, and subject to other provisions of the Plan, the Company shall pay or provide to the Participant the following: (a) all earned but unpaid base salary through the Termination Date which shall be payable in accordance with the Company’s normal payroll practices, (b) any accrued and unused vacation which shall be payable in accordance with the Company’s regular vacation policy, and (c) to the extent vested and payable as provided in each applicable plan, any other payments or benefits pursuant to any other compensation or benefit plans, programs or arrangement not described herein. For avoidance of doubt, the Participant shall accrue no vacation after the Participant’s Termination Date.
Section 4.02 Severance Benefits. Subject to the other provisions of the Plan (including, without limitation, Sections 3.02 and 10.04), in the event of a Participant’s Qualifying Termination, the Severance Benefits to be provided to such Participant shall be determined under the following provisions of this Section 4.02.
(a)Severance. In the event of a Participant’s Qualifying Termination, Olin will pay the Participant, in equal installments in accordance with Olin’s normal payroll practices, over the applicable Severance Period that begins on the 60th day after the Participant’s Termination Date, an aggregate amount equal to the Executive Severance.
(b)Health Plan Continuation. For the period of the applicable Severance Period from the Participant’s Termination Date, the Participant (and Participant’s covered
dependents) will be eligible to continue to receive coverage on the same basis as a similarly situated active employee under all Olin medical, dental and life insurance plans to the extent the Participant was receiving such coverage immediately prior to the Qualifying Termination (provided that the Participant makes the applicable premium payments required by similarly situated active employees generally for such coverage).
The Participant’s eligibility (if any) for continuation coverage under COBRA would commence at the end of the period during which insurance coverage is provided under the preceding sentence without offset for coverage provided thereunder. For avoidance of doubt, the cost of any continuation coverage under COBRA will be the same as charged to other similarly situated terminated employees.
(c)Outplacement. The Participant will be entitled at Olin’s expense to outplacement counseling and associated services in accordance with Olin’s customary practice at the time with respect to its senior executives who have been terminated other than for Cause. Such counseling and services contemplated by this Section 4.02(c) are intended to facilitate the obtaining by the Participant of other employment following a Qualifying Termination, and payments or benefits by Olin in lieu thereof will not be available to the Participant. The outplacement services will be provided for a period of 12 months beginning on the 60th day after the Participant’s Termination Date.
(d)Current Year Bonus. If the Participant’s Qualifying Termination occurs during or after the second calendar quarter of the calendar year of the Qualifying Termination, the Participant shall be paid a prorated Annual Bonus Plan award for such calendar year which shall be determined by multiplying the average actual payout (as a percentage of the Annual Bonus Plan target) for all participants in the Annual Bonus Plan in the same measurement organizational unit by a fraction, the numerator of which is the number of full weeks in the calendar year prior to the Qualifying Termination and the denominator of which is 52. Such prorated Annual Bonus Plan award shall be paid at substantially the same time as Annual Bonus Plan payments for the year in which the Qualifying Termination occurs are made to then current active employees, provided that such payment shall be made to the Participant no earlier than January 1 and no later than December 31 of the calendar year following the calendar year in which the Qualifying Termination occurs.
For avoidance of doubt, (i) no prorated Annual Bonus Plan award for the calendar year of the Qualifying Termination shall be payable if the Participant’s Qualifying Termination occurs during the first calendar quarter of such calendar year, (ii) payment, if any, of the Annual Bonus Plan award for the calendar year preceding the calendar year of the Qualifying Termination shall be determined in accordance with the terms of the applicable Annual Bonus Plan, and (iii) nothing herein shall be construed as providing that the Participant shall accrue any Annual Bonus Plan award following the Participant’s Termination Date.
Section 4.03 Termination for Cause. Notwithstanding any other provision of the Plan to the contrary, if a Participant has engaged in conduct that constitutes Cause at any time prior to the Participant’s Termination Date (whether determined before or after such date), the Plan Administrator may by written notice to the Participant determine that any Severance Benefit payable to the Participant under Section 4.02 of the Plan shall immediately cease, and that the Participant shall be required to return any Severance Benefits paid to the Participant prior to such determination. The Company may withhold paying Severance Benefits under the Plan pending
resolution of a good faith inquiry that could lead to a finding resulting in Cause (as determined in accordance with Section 2.04).
Section 4.04 Other Arrangements.
(a)The provisions of the Plan may provide for payments to the Participant under certain compensation or bonus plans or arrangements under circumstances where such plans or arrangements would not provide for payment thereof. It is the specific intention of the Company that the provisions of the Plan shall supersede any provisions to the contrary in such plans, to the extent permitted by applicable law, and such plans shall be deemed to have been amended to correspond with the Plan without further action by the Company.
(b)The Plan and the Severance Benefits provided pursuant to the Plan are being made available on a voluntary basis by the Company and are not required by any legal obligation. Severance Benefits provided under the Plan are at the discretion of the Company and nothing in the Plan shall give, or be construed to give, any Participant the vested right to any payments or benefits under the Plan.
(c)Severance Benefits under the Plan are not intended to duplicate other payments or benefits, and nothing above shall be construed as resulting in the duplications of benefits or payments that would otherwise be provided under Section 4.01.
(d)Any Severance Benefit under the Plan may be in lieu of any severance pay, notice period or benefits required or provided under any federal, state, or local law or ordinance. The Plan Administrator shall determine how to apply this provision, and may override other provisions of the Plan in doing so.
(e)Except as otherwise specifically provided in the Plan, no Participant shall be entitled to any cash payments or other severance benefits under any of the Company’s then current severance pay policies for a termination that is covered by the Plan for the Participant.
(f)For avoidance of doubt, a Participant shall not be eligible to receive severance benefits under both the Plan and the Olin Corporation Change in Control Severance Plan for Officers.
Section 4.05 Termination of Eligibility for Benefits. A Participant shall cease to be eligible to participate in the Plan, and all Severance Benefit payments shall cease upon the occurrence of the earlier of:
(a)subject to Article VII, applicable termination or amendment of the Plan; or
(b)completion of payment to the Participant of the Severance Benefits for which the Participant is eligible under the Plan; or
(c)upon reemployment by the Participant with the Company.
ARTICLE V.
CONFIDENTIALITY, COVENANT NOT TO COMPETE AND NOT TO SOLICIT
Section 5.01 Confidential Information.
(a)The Participant agrees (whether or not the Participant is subject to the restrictions set forth in Sections 5.02 and 5.03) not to disclose, during the term of his or her employment with the Company or at any time thereafter, to any person not employed by Olin, or not engaged to render services to Olin, any confidential information obtained by the Participant while in the employ of Olin, including, without limitation, trade secrets, know-how, improvements, discoveries, designs, customer and supplier lists, business plans and strategies, forecasts, budgets, cost information, formulae, processes, manufacturing equipment, compositions, computer programs, data bases and tapes and films relating to the business of Olin and its subsidiaries and affiliates (including majority-owned companies of such subsidiaries and affiliates); provided, however, that this provision shall not preclude the Participant from disclosing information (i) known generally to the public (other than pursuant to the Participant’s act or omission) or (ii) to the extent required by law or court order.
(b)The Participant also agrees that upon leaving Olin’s employ, the Participant will not take with the Participant, without the prior written consent of an officer authorized to act in the matter by the Board, any drawing, blueprint, specification or other document of Olin, its subsidiaries or affiliates, which is of a confidential nature relating to Olin, its subsidiaries or affiliates, including, without limitation, relating to its or their methods of distribution, or any description of any formulae or secret processes.
(c)The Participant also agrees to comply with any other agreement with or obligation to Olin for the protection of Olin’s confidential information, intellectual property and proprietary information.
(d)The Participant agrees that he or she will retain his or her fiduciary responsibilities to Olin after the Participant’s termination of employment to the extent provided by law. In addition, the Participant agrees to continue to abide by applicable provisions of the principles and guidelines set forth in Olin’s Code of Conduct (or any successor or replacement code or policy).
(e)The above restrictions shall apply to the Participant regardless of whether the Participant experiences a Qualifying Termination or receives Severance Benefits under the Plan.
(f)Notwithstanding the foregoing, nothing in the Plan shall prevent the Participant from exercising any legally protected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934, as amended). Furthermore, the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (x) in confidence to a federal, state or local governmental official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law or (y) in a complaint or other document filed in a lawsuit or proceeding, if such filings are made under seal. A Participant who files a lawsuit for
retaliation by the Company for reporting a suspected violation of law may disclose the trade secret to the Participant’s attorney and use the trade secret information in the court proceeding if the Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
Section 5.02 Non-Competition & Non-Solicitation. The Participant agrees that, during the term of his or her employment with the Company, and in the event of the Participant’s Qualifying Termination, thereafter during the Restriction Period, he or she, will not directly or indirectly:
(i)render services for any corporation, partnership, sole proprietorship or any other person or entity or engage in any business which, in the sole judgment of Olin, is or becomes competitive with Olin or any affiliate, or which is or becomes otherwise prejudicial to or in conflict with the interests of Olin or any affiliate (such judgment to be based on the Participant’s positions and responsibilities while employed by Olin or an affiliate, the Participant’s post-employment responsibilities and position with such corporation, partnership, sole proprietorship, person, entity or business, the extent of past, current and potential competition or conflict between Olin or an affiliate and such other corporation, partnership, sole proprietorship, person, entity or business, the effect on customers, suppliers and competitors of the Participant’s assuming such post- employment position, the guidelines established in the then-current edition of Olin’s Code of Conduct, and such other considerations as are deemed relevant given the applicable facts and circumstances), provided that the Participant shall be free to purchase as an investment or otherwise, stock or other securities of such corporation, partnership, sole proprietorship, person, entity or business so long as they are listed upon a recognized securities exchange or traded over the counter and such investment does not represent a substantial investment to the Participant or a greater than 1% equity interest in such corporation, partnership, sole proprietorship, person, entity or business; or
(ii)for the Participant or for any other person, corporation, partnership, sole proprietorship, entity or business: (A) employ or attempt to employ or enter into any contractual arrangement with any employee or former employee of Olin, unless such employee or former employee has not been employed by Olin for a period in excess of six months; (B) call on or solicit any of the actual or targeted prospective customers of Olin on behalf of any corporation, partnership, sole proprietorship, person, entity or business in connection with any business competitive with the business of Olin; or (C) make known the names and addresses of such customers or any information relating in any manner to Olin’s trade or business relationships with such customers.
Section 5.03 Non-Disparagement and Legal Cooperation. The Participant agrees that in the event of the Participant’s Qualifying Termination, during the Restriction Period and at any time thereafter, the Participant shall not make, or assist, encourage, discuss, cooperate, incite, or otherwise confer with or aid any others in making, any statement that intentionally disparages Olin, its business, services or products, or any of Olin’s respective officers, directors, employees,
advisors, or reputations unless, in each case, in the context of a legal process (including without limitation, litigation between Olin and the Participant), required governmental testimony or filings, any administrative or arbitral proceedings (including, without limitation, arbitration between Olin and the Participant) or as otherwise required by law. Notwithstanding the foregoing and subject to Section 5.01, in no event shall the Participant be prohibited from making truthful statements in response to questions from a prospective future employer.
The Participant agrees that in the event of the Participant’s Qualifying Termination, during the Restriction Period, the Participant will reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that occurred while the Participant was employed by the Company and of which the Participant has relevant knowledge.
The Participant’s reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available for telephone conferences with outside counsel and/or personnel of the Company, being available for interviews, depositions and/or to act as a witness on behalf of the Company, if reasonably requested, and at the Board’s reasonable request responding to any inquiries about the particular matter. The Participant further agrees to reasonably and truthfully cooperate with the Company in connection with any investigation or review by any federal, state or local regulatory authority relating to events or occurrences that transpired while the Participant was employed with the Company and of which the Participant has relevant knowledge. The Company shall promptly pay (or promptly reimburse) the Participant (a) for any and all reasonable out-of-pocket expenses incurred by the Participant in connection with such cooperation, and (b) a reasonable hourly rate determined by the Company to the Participant for all time provided pursuant to this paragraph in excess of 50 hours.
Section 5.04 Reasonableness. The Participant agrees that (i) the restrictive covenants contained in this Article V are reasonably necessary to protect the legitimate business interests of Olin, and are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind, (ii) the Participant’s full, uninhibited and faithful observance of each of the covenants contained in this Article V will not cause the Participant any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair the Participant’s ability to obtain employment commensurate with the Participant’s abilities and on terms fully acceptable to the Participant or otherwise to obtain income required for the comfortable support of the Participant and the Participant’s family and the satisfaction of the needs of the Participant’s creditors, and (iii) the restrictions contained in this Article V are intended to be, and shall be, for the benefit of and shall be enforceable by, Olin and Olin’s successors and permitted assigns.
Section 5.05 Equitable Relief.
(a)The Participant acknowledges and agrees that any violation of the provisions of this Article V would cause Olin irreparable damage and that if the Participant breaches or threatens to breach such provisions, Olin shall be entitled, in addition to any other rights and remedies Olin may have at law or in equity, to obtain specific performance of such covenants through injunction or other equitable relief from a court of competent jurisdiction, without proof of actual damages and without being required to post bond.
(b)In the event that any arbitrator or court of competent jurisdiction shall finally hold that any provision of the Plan (whether in whole or in part) is void or constitutes an unreasonable restriction against the Participant, such provision shall not be rendered void but shall be deemed to be modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such arbitrator or court may determine constitutes a reasonable restriction under the circumstances.
(c)The Participant and the Company irrevocably and unconditionally (i) agree that any suit, action or other legal proceeding arising out of this Article V or any other provision of the Plan, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States
District Court whose jurisdiction includes Clayton, Missouri, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Missouri, (ii) consent to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waive any objection which Participant may have to the laying of venue of any such suit, action or proceeding in any such court.
Section 5.06 Survival of Provisions. The obligations contained in this Article V shall survive the termination of Participant’s employment with the Company for any reason (or termination of the Plan), and shall be fully enforceable thereafter.
Section 5.07 Acknowledgment. The Plan Administrator shall require, as a condition to a Participant’s participation in the Plan, that such Participant enter into a written acknowledgment of the terms of this Article V (and such other provisions of the Plan as the Plan Administrator determines appropriate), in such form as the Plan Administrator shall determine appropriate from time to time.
ARTICLE VI.
THE PLAN ADMINISTRATOR
Section 6.01 Authority and Duties. It shall be the duty of the Plan Administrator, on the basis of information supplied to it by the Company and Committee, to properly administer the Plan. The Plan Administrator shall have the full power, authority and discretion to construe, interpret and administer the Plan, to make factual determinations, to correct deficiencies therein, to supply omissions, and to make all other determinations deemed necessary or advisable for the Plan. The Plan Administrator shall have the sole discretion to make decisions and take actions with respect to questions arising in connection with the Plan, including but not limited to the determination of questions of eligibility and participation, and the amount, manner and timing of benefits. All decisions, actions and interpretations of the Plan Administrator shall be final and binding upon Participants. The Plan Administrator may adopt such rules and regulations and may make such decisions as it deems necessary or desirable for the proper administration of the Plan. Any decisions, actions or interpretations to be made under the Plan by the Plan Administrator need not be uniformly applied to similarly situated individuals. All decisions, actions and interpretations of the Plan Administrator shall be accorded deference by the arbitrator under Section 9.04 hereof and by a court of competent jurisdiction entering the award of such
arbitrator (or otherwise making a determination on a Plan matter), in each case to the maximum extent permitted by applicable law.
Section 6.02 Compensation of the Plan Administrator. The Plan Administrator shall receive no compensation for services as such. However, all reasonable expenses of the Plan Administrator shall be paid or reimbursed by the Company upon proper documentation. The Plan Administrator shall be indemnified by the Company against personal liability for actions taken in good faith in the discharge of the Plan Administrator’s duties.
Section 6.03 Records, Reporting and Disclosure. The Plan Administrator and/or Company shall keep a copy of all records relating to the payment of Severance Benefits to Participants and former Participants and all other records necessary for the proper operation of the Plan. All Plan records shall be made available to the Committee and to each Participant for examination during business hours except that a Participant shall examine only such records as pertain exclusively to such examining Participant and to the Plan.
The Plan Administrator and/or Company shall prepare and shall file as required by law or regulation all reports, forms, documents and other items required by ERISA, the Code, and every other relevant statute, each as amended, and all regulations thereunder.
ARTICLE VII.
AMENDMENT, TERMINATION AND DURATION
Section 7.01 Amendment, Suspension and Termination.
(a)Except as provided below, Olin, by action of the Board or Committee, reserves the right to amend the Plan, in whole or in part, or to discontinue or terminate the Plan, at any time in its sole discretion. Such Plan amendments may include, but are not limited to, elimination or reduction in the Severance Benefits provided to a Participant and may be retroactive or prospective in nature.
(b)Notwithstanding Section 7.01(a), no amendment, discontinuance or termination, however, may adversely affect the rights of any Participant without his or her written consent if such person (i) is then receiving Severance Benefits under the Plan, or (ii) is entitled to receive Severance Benefits under the Plan on account of a prior Qualifying Termination.
(c)Notwithstanding the above limitations, the Plan may be amended at any time (and such amendment will be given affect) if such amendment is required to bring the Plan into compliance with applicable law, including but not limited to Section 409A.
Section 7.02 Duration. The Plan shall continue in full force and effect until termination of the Plan pursuant to Section 7.01.
ARTICLE VIII. DUTIES OF THE COMPANY
Section 8.01 Records. The Company thereof shall supply to the Plan Administrator, as the case may be, all records and information necessary to the performance of the Plan Administrator’s duties.
Section 8.02 Payment. Payments of Severance Benefits to Participants shall be made by the Company in such amount as determined by the Plan Administrator in its sole discretion, from the Company’s general assets or from a supplemental unemployment benefits trust, as directed by the Plan Administrator.
ARTICLE IX. CLAIMS PROCEDURES
Section 9.01 Claim. Each Participant under the Plan may contest the administration of the Severance Benefits awarded by completing and filing with the Plan Administrator a written request for review in the manner specified by the Plan Administrator.
No person may bring an action for any alleged wrongful denial of Plan benefits in a court of law unless the claims procedures described in this Article IX are exhausted and a final determination is made by the Plan Administrator. No person may bring legal action, including a lawsuit, either in law or equity, more than one year after a final decision is rendered on a claim. In order to raise an issue in any legal action related to the claim, such person must have clearly raised such issue during the claims and appeals procedure described herein.
Section 9.02 Initial Claim. Before the date on which payment of a Severance Benefit occurs, any claim relating to the administration of such Severance Benefit must be supported by such information as the Plan Administrator deems relevant and appropriate. In the event that any such claim is denied in whole or in part, the terminated Participant or his or her beneficiary (“Claimant”) whose claim has been so denied shall be notified of such denial in writing by the Plan Administrator within ninety (90) days after the receipt of the claim for benefits. This period may be extended an additional ninety (90) days if the Plan Administrator determines such extension is necessary and the Plan Administrator provides notice of extension to the Claimant prior to the end of the initial ninety (90) day period. The notice advising of the denial shall
(i) specify the reason or reasons for denial, (ii) make specific reference to the Plan provisions on which the determination was based, (iii) describe any additional material or information necessary for the Claimant to perfect the claim (explaining why such material or information is needed), and (iv) describe the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.
Section 9.03 Appeals of Denied Administrative Claims. All appeals shall be made by the following procedure:
(a)A Claimant whose claim has been denied shall file with the Plan Administrator a notice of appeal of the denial. Such notice shall be filed within sixty (60)
calendar days of notification by the Plan Administrator of the denial of a claim, shall be made in writing, and shall set forth all of the facts upon which the appeal is based. Appeals not timely filed shall be barred.
(b)The Plan Administrator shall consider the merits of the Claimant’s written presentations, the merits of any facts or evidence in support of the denial of benefits, and such other facts and circumstances as the Plan Administrator shall deem relevant.
(c)The Plan Administrator shall render a determination upon the appealed claim which determination shall be accompanied by a written statement as to the reasons therefor. The determination shall be made to the Claimant within sixty (60) days of the Claimant’s request for review, unless the Plan Administrator determines that special circumstances require an extension of time for processing the claim. In such case, Plan Administrator shall notify the Claimant of the need for an extension of time to render its decision prior to the end of the initial sixty (60) day period, and the Plan Administrator shall have an additional sixty (60) day period to make its determination. If the determination is adverse to the Claimant, the notice shall (i) provide the reason or reasons for denial, (ii) make specific reference to the Plan provisions on which the determination was based, (iii) include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies
of, all documents, records and other information relevant to the Claimant’s claim for benefits, and (iv) state that the Claimant has the right to bring an action under Section 502(a) of ERISA.
Section 9.04 Arbitration; Expenses. In the event of any dispute under the provisions of the Plan, other than a dispute in which the primary relief sought is an equitable remedy such as an injunction, the parties shall have the dispute, controversy or claim settled by arbitration at Olin’s corporate headquarters in accordance with the rules of the American Arbitration Association then in effect (and subject to the last sentence of Section 6.01 to the extent permitted by applicable law). Any award entered by the arbitrator shall be final, binding and nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrator shall have no authority to modify any provision of the Plan or to award a remedy for a dispute involving the Plan other than a benefit or payment specifically provided under or by virtue of the Plan. If the Participant substantially prevails on any material issue that is the subject of such arbitration or lawsuit, the Company shall be responsible for all of the fees of the American Arbitration Association and the arbitrator and any expenses relating to the conduct of the arbitration (including the Company’s and Participant’s reasonable attorneys’ fees and expenses). Otherwise, each party shall be responsible for its own expenses relating to the conduct of the arbitration (including reasonable attorneys’ fees and expenses) and shall share the fees of the American Arbitration Association.
If any payment which is due to the Participant hereunder has not been paid within thirty (30) days of the date on which such payment was due, the Participant shall be entitled to receive interest thereon from the due date until paid at an annual rate of interest equal to the Prime Rate reported in the Wall Street Journal, Northeast Edition, on the last business day of the month preceding the due date, compounded annually.
ARTICLE X. MISCELLANEOUS
Section 10.01 Nonalienation of Benefits. None of the payments, benefits or rights of any Participant shall be subject to any claim of any creditor of any Participant, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment (if permitted under applicable law), trustee’s process, or any other legal or equitable process available to any creditor of such Participant. No Participant shall have the right to alienate, anticipate, commute, plead, encumber or assign any of the benefits or payments that he or she may expect to receive, contingently or otherwise, under the Plan, except for the designation of a beneficiary as contemplated in Section 10.02.
Section 10.02 Beneficiary Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid or by whom any right under the Plan is to be exercised in case of his or her death. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Plan Administrator, and will be effective only when filed by the Participant in writing with the Plan Administrator during his lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to or exercised by the Participant’s surviving spouse, if any, or otherwise to or by his or her estate.
Section 10.03 Notices. All notices and other communications required hereunder shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service. In the case of the Participant, mailed notices shall be addressed to him or her at his or her most recent address as shown on the books and records of the Company. In the case of the Company, mailed notices shall be addressed to Olin’s corporate headquarters in Clayton, Missouri to the Plan Administrator, with copies to both the Corporate Secretary and the General Counsel of the Company.
Section 10.04 Tax Items – Withholding, Code Section 409A and 105(h) Compliance.
(a)Any Severance Benefits provided under the Plan shall be subject to applicable withholding obligations in an amount sufficient to satisfy U.S. or foreign federal, provincial, state and local or other applicable withholding tax requirements.
(b)The Plan is intended to be administered in a manner consistent with the requirements, where applicable, of Section 409A. Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid the imposition on Participants of immediate tax recognition and additional taxes pursuant to such Section 409A. The Plan (and any payments) may be amended (in accordance with Article VII of the Plan) in any respect deemed necessary or desirable (including retroactively) by the Company with the intent to preserve exemption from or compliance with Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for Plan payments. Neither the Company nor the Plan Administrator shall have any liability to any person in the event such Section 409A applies to any payments or benefits hereunder in a manner that results in adverse tax consequences for the Participant or any of his beneficiaries. A Participant (or his beneficiary, as applicable) is solely
responsible and liable for the satisfaction of all taxes and penalties that may be imposed on such person in connection with the Plan (including any taxes and penalties under Section 409A), and neither the Company nor the Plan Administrator shall have any obligation to indemnify or otherwise hold such person harmless from any or all of such taxes or penalties.
(c)Notwithstanding the provisions of Section 4.02, if, as of the Separation from Service Date, the Participant is a Specified Employee, then, except to the extent that the Plan does not provide for deferred compensation within the meaning of Section 409A, the following shall apply: (1) no Severance Benefits considered deferred compensation under Section 409A which are determined to be payable upon a Participant’s termination of employment as determined under Section 409A and not subject to an exception or exemption thereunder, shall be provided to the Participant, in each case, during the period beginning on the Participant’s Separation from Service Date and ending on the six-month anniversary of such date or, if earlier, the date of the Participant’s death, and (2) within thirty days after the six-month anniversary of the Participant’s Separation from Service Date or, if earlier, the Participant’s death, the Company shall make a one-time, lump-sum cash payment to the Participant (or his beneficiary, if applicable) in an amount equal to the sum of the amounts that would have been otherwise payable, without interest, to the Participant under the Plan during the period described in clause (1) above.
(d)The Plan Administrator reserves the right to make deductions or offsets to the Severance Benefits in accordance with applicable law for the stated amount of monies owed to the Company by the Participant or the value of Company property that the Participant has retained in his/her possession; provided, however, that except as permitted under Section 409A, any Severance Benefits considered deferred compensation within the meaning of Section 409A provided to the Participant may not be reduced by, or offset against, any amount owing by the Participant to Olin.
(e)To the extent required by Section 409A, any Severance Benefits considered deferred compensation within the meaning of Section 409A provided upon a termination of a Participant’s employment shall only be paid or provided to the Participant upon his or her Separation from Service.
(f)Except as specifically permitted by Section 409A, the amounts of any benefits and reimbursements provided to the Participant under the Plan during any calendar year shall not affect the amounts of any benefits and reimbursements to be provided to the Participant under the Plan in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Furthermore, any reimbursement payments for any expenses provided to the Participant under the Plan shall be made to the Participant as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the applicable expense is incurred, and any reimbursement payments for any taxes provided to the Participant under the Plan shall be made to the Participant no later than the last day of the calendar year following the calendar year in which the related taxes are remitted.
(g)For purposes of Section 409A, each installment of any payments made under the Plan will be deemed to be a separate payment as permitted under Treas. Reg. Section 1.409A-2 (b)(2)(iii).
(h)To the extent deemed necessary by the Company for purposes of Code Section 105(h), the difference between the cost for such coverage under COBRA, as defined below, and the amount of the necessary contributions that the Participant is required to pay for such coverage as provided in the first sentence of Section 4.02(b) will be considered imputed income to the Participant. For avoidance of doubt, the Participant is responsible for the payment of any applicable income taxed due as a result of such imputed income.
(i)Notwithstanding any provision of the Plan to the contrary, to the extent necessary to satisfy Code Section 105(h), Olin will be permitted to alter the manner in which health or other welfare benefits are provided to a Participant following the Participant’s Termination Date.
(j)With respect to Code Section 162(q), nothing in the Plan shall be interpreted or construed as requiring nondisclosure with respect to any sexual harassment or sexual abuse that may be a subject of the Separation and General Release Agreement.
Section 10.05 Successors and Assigns. The rights under the Plan are personal to the Participant and without the prior written consent of the Company shall not be assignable by the Participant otherwise than by will or the laws of descent and distribution. The Plan shall inure to the benefit of and be enforceable by the Participant’s legal representatives. The Plan shall inure to the benefit of and be binding upon the Company and its successors and assigns.
The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform the Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place (with a copy of such assumption provided to the Participant). Failure of Olin to obtain such assumption and agreement prior to the effectiveness of any such succession will entitle the Participant to the Severance Benefits from Olin in the same amount and on the same terms as the Participant would be entitled to hereunder had a Qualifying Termination occurred on the succession date.
Section 10.06 No Impact On Benefits. Except as may otherwise be specifically stated under any employee benefit plan, policy or program, no amount payable under the Plan shall be treated as compensation for purposes of calculating a Participant’s right under any such plan, policy or program.
Section 10.07 No Mitigation. A Participant shall not be required to mitigate the amount of any Severance Benefit provided for in the Plan by seeking other employment or otherwise, nor shall the amount of any Severance Benefit provided for herein be reduced by any compensation earned by other employment or otherwise or subject to offset except as otherwise expressly provided for herein.
Section 10.08 No Contract of Employment. Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Participant or any person whosoever, the right to be retained in the service of the Company.
Section 10.09 Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.
Section 10.10 Heirs, Assigns, and Personal Representatives. The Plan shall be binding upon the heirs, executors, administrators, successors and assigns of the parties, including each Participant, present and future.
Section 10.11 Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.
Section 10.12 Gender and Number. Where the context admits, words in any gender shall include any other gender, and, except where otherwise clearly indicated by context, the singular shall include the plural, and vice versa.
Section 10.13 ERISA. The Plan is intended to provide a select group of management or highly compensated employees with certain compensation and benefits as set forth in the Plan in the event a Participant’s employment with the Company is terminated in a Qualifying Termination and the other conditions and requirements of the Plan are met. The Plan is not intended to be an “employee pension benefit plan” or “pension plan” within the meaning of ERISA. Rather, the Plan is intended to be an unfunded “welfare benefit plan” within the meaning of ERISA and to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of the United States Department of Labor regulations Section 2510.3-2(b), and shall be interpreted and administered accordingly.
Section 10.14 Unfunded Plan. The Plan shall not be funded. No Participant shall have any right to, or interest in, any assets of the Company that may be applied by the Company to the payment of Severance Benefits.
Section 10.15 Payments to Incompetent Persons. Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipting therefor shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Company, the Plan Administrator and all other parties with respect thereto.
Section 10.16 Controlling Law. The Plan shall be construed and enforced according to the laws of the State of Virginia (without giving effect to its principles of conflicts of law) to the extent not superseded by federal law.
FINAL
ANNEX A
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Executive Severance |
Position |
Severance Multiple |
Severance Period |
All Participants |
1 |
12 months |
Olin Corporation Severance Plan for Officers Form of Acknowledgement Agreement
By signing below, I acknowledge to Olin Corporation (“Olin”) that:
(a)I have received a copy of the Olin Corporation Severance Plan for Officers (the “Plan”) and have read the Plan;
(b)I understand and agree to be bound by the terms and conditions of the Plan, including, but not limited to, the restrictive covenants (including the non-competition and non- solicitation restrictions) of Article V of the Plan, as well as the jurisdictional provisions of Section 5.05(c) of the Plan and the mandatory arbitration provisions of Section 9.04 of the Plan;
(c)I was advised by Olin, and I am aware, of my right to consult with an attorney before signing this Agreement;
(d)I have signed this Agreement knowingly and voluntarily and without any duress or undue influence on the part or behalf of Olin or any of its affiliates;
(e)I acknowledge that in signing this Agreement, I have not relied upon any representation or statement not set forth in this Agreement or the Plan made by Olin or any of its representatives;
(f)I agree that the Plan does not create a contractual guarantee of employment, either implied or expressed; and
(g)I acknowledge that this Agreement sets forth the entire understanding between Olin and me in connection with its subject-matter and supersedes and replaces any express or implied, written or oral, prior agreement of plans or arrangement with respect to the subject matter covered under the Plan which I may have had with Olin or any of its affiliates.
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Agreed and Acknowledged By: |
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Employee Signature |
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Employee Printed Name |
Date |
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EX-10.5
5
oln-2024xexhibit105.htm
AMENDED AND RESTATED 1997 STOCK PLAN
Document
Exhibit 10.5
OLIN CORPORATION
AMENDED AND RESTATED
1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Codified to reflect amendments adopted through December 5, 2024)
1.Purpose. The purpose of the Olin Corporation 1997 Stock Plan for Non- employee Directors (the “Plan”) is to promote the long-term growth and financial success of Olin Corporation by attracting and retaining non-employee directors of outstanding ability and by promoting a greater identity of interest between its non-employee directors and its shareholders.
2.Definitions. The following capitalized terms utilized herein have the following meanings:
“Board” means the Board of Directors of the Company.
“Cash Account” means an account established under the Plan for a Non-employee Director to which cash Board Chairman fees, Lead Director fees, Committee Chair fees and Cash Retainers, or other amounts under the Plan, have been or are to be credited in the form of cash.
“Cash Retainer” means with respect to a Non-employee Director the amount of the annual cash retainer payable to such Non-employee Director from time to time by the Company for service as a director. To be entitled to such amount for any Stock Grant Period, a Non-employee Director must be serving as such on the Retainer Credit Date for such Stock Grant Period; provided, however, that in the event a person becomes in a Stock Grant Period a Non-employee Director subsequent to such Retainer Credit Date, such Non-employee Director, on the Credit Date next following his or her becoming such, shall receive a cash retainer equal to one-twelfth of the full annual cash retainer payable to each other Non-employee Director as of the Retainer Credit Date for such Stock Grant Period, multiplied by the number of whole calendar months remaining in such Stock Grant Period following the date he or she becomes a Non-employee Director.
“Change in Control” means the occurrence of any of the following events:
(a)any person or Group acquires ownership of Olin’s stock that, together with stock held by such person or Group, constitutes more than 50% of the total fair market value or total voting power of Olin’s stock, (including an increase in the percentage of stock owned by any person or Group as a result of a transaction in which Olin acquires its stock in exchange for property, provided that the acquisition of additional stock by any person or Group deemed to own more than 50% of the total fair market value or total voting power of Olin’s stock on January 1, 2005, shall not constitute a Change in Control); or
(b)any person or Group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or Group) ownership of Olin stock possessing 30% or more of the total voting power of Olin stock; or
(c)a majority of the members of Olin’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of Olin’s board of directors prior to the date of the appointment or election; or
(d)any person or Group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or Group) assets from Olin that have a total Gross Fair Market Value equal to 40% or more of the total Gross Fair Market Value of all Olin assets immediately prior to such acquisition or acquisitions, provided that there is no Change in Control when Olin’s assets are transferred to:
(i)a shareholder of Olin (immediately before the asset transfer) in exchange for or with respect to Olin stock;
(ii)an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by Olin;
(iii)a person or Group that owns, directly or indirectly, 50% or more of the total value or voting power of all outstanding Olin stock; or
(iv)an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii).
For purposes of this paragraph (d), a person’s status is determined immediately after the transfer of the assets. For example, a transfer to a corporation in which Olin has no ownership interest before the transaction, but which is a majority-owned subsidiary of Olin after the transaction, is not a Change in Control.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any applicable rules, regulations and/or other guidance thereunder. A reference to any provision of the Code shall include reference to any successor provision of the Code.
“Committee” means the Compensation Committee (or its successor) of the Board.
“Common Stock” means the Company’s common stock, $1.00 par value per share. successor.
“Company” or “Olin” means Olin Corporation, a Virginia corporation, and any successor
“Credit Date” for a year means (i) the second Thursday in February, (ii) the
applicable Retainer Credit Date, and (iii) the second Thursday in August and November.
“Fair Market Value” means, with respect to a date, on a per share basis, with respect to phantom shares of Common Stock, the average of the high and the low price of a share of Common Stock as reported on the consolidated tape of the New York Stock Exchange on such date or if the New York Stock Exchange is closed on such date, the next succeeding date on which it is open.
“Gross Fair Market Value” means the value of assets determined without regard to any liabilities associated with such assets.
“Group” means persons acting together for the purpose of acquiring Olin stock and includes owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with Olin. If a person owns stock in both Olin and another corporation that enter into a merger, consolidation purchase or acquisition of stock, or similar transaction, such person is considered to be part of a Group only with respect to ownership prior to the merger or other transaction giving rise to the change and not with respect to the ownership interest in the other corporation. Persons will not be considered to be acting as a Group solely because they purchase assets of the same corporation at the same time, or as a result of the same public offering.
“Interest Rate” effective as of January 1, 2005, means the rate of interest equal to the Federal Reserve A1/P1 Composite rate for 90 day commercial paper plus 10 basis points, or such other specified, non-discretionary interest rate (or formula describing such rate) established by the Committee on a prospective basis.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
“Non-employee Director” means a member of the Board who is not an employee of the Company or any subsidiary thereof.
“Plan” means this Olin Corporation 1997 Stock Plan for Non-employee Directors as amended from time to time.
“Prior Plans” means the 1994 Plan and all of the Corporation’s other directors’ compensation plans, programs, or arrangements which provided for a deferred cash or stock account.
“Retainer Credit Date” means May 1st of each year or, if later, the first day in May on which the New York Stock Exchange is open for trading in such year; provided, however, if the annual Company shareholder meeting for such year is after such date, the Retainer Credit Date for such year shall be the first day after such meeting on which the New York Stock Exchange is open for trading.
“Retirement Date” means the date the Non-employee Director (i) ceases to be a member of the Board for any reason and (ii) effective as of January 1, 2005, has experienced a “separation from service” as that term is used in Code Section 409A.
“Stock Account” means an account established under the Plan for a Non- employee Director to which shares of Common Stock have been or are to be credited from time to time in the form of phantom stock.
“Stock Grant Period” means the twelve-month period commencing May 1 of a calendar year, and ending on April 30 of the immediately following calendar year.
3.Term. The Plan originally became effective January 1, 1997, and was last amended and restated effective as of December 6, 2023, and is now amended and restated as set forth herein. Notwithstanding the foregoing, those provisions required for compliance with Code Section 409A shall be generally effective as of January 1, 2005 or as otherwise specifically set forth herein.
4.Administration. Full power and authority to construe, interpret and administer the Plan shall be vested in the Committee. Decisions of the Committee shall be final, conclusive and binding upon all parties.
5.Participation. All Non-employee Directors shall participate in the Plan.
6.Grants and Deferrals.
(a)Annual Stock Grant. Subject to the terms and conditions of the Plan, on the Retainer Credit Date each year, each Non-employee Director shall be credited with a number of shares of Common Stock with an aggregate Fair Market Value on such Retainer Credit Date equal to $140,000, rounded to the nearest 100 shares. To be entitled to such credit for any Stock Grant Period, a Non-employee Director must be serving as such on the Retainer Credit Date for such Stock Grant Period; provided, however, that in the event a person becomes in a Stock Grant Period a Non-employee Director subsequent to such Retainer Credit Date, such Non-employee Director, on the Credit Date next following his or her becoming such, shall be credited with that number of shares of Common Stock equal to one-twelfth of the number of shares issued to each other Non- employee Director as the Annual Stock Grant for such Stock Grant Period, multiplied by the number of whole calendar months remaining in such Stock Grant Period following the date he or she becomes a Non-employee Director (rounded up to the next whole share in the event of a fractional share). Actual receipt of shares shall be deferred to a Non- Employee Director’s Stock Account in accordance with Section 6(e)(2) and each eligible Non-employee Director shall receive a credit to his or her Stock Account for such shares on the date of such credit.
(b)Annual Retainer Stock Grant. Subject to the terms and conditions of the Plan, each Non-employee Director who is such on the Retainer Credit Date of that year shall receive that number of shares (rounded up to the next whole share) of Common Stock having an aggregate Fair Market Value of $60,000 on such Retainer Credit Date. To be entitled to such credit for any Stock Grant Period, a Non-employee Director must be serving as such on the Retainer Credit Date for such Stock Grant Period; provided, however, that in the event a person becomes in a Stock Grant Period a Non-employee Director subsequent to such Retainer Credit Date, such Non-employee Director, on the Credit Date next following his or her becoming such, shall receive that number of shares of Common Stock equal to one-twelfth of the number of shares issued to each other Non- employee Director as the Annual Retainer Stock Grant for such Stock Grant Period, multiplied by the number of whole calendar months remaining in such Stock Grant Period following the date he or she becomes a Non-employee Director (rounded up to the next whole share in the event of a fractional share). A Non-employee Director may elect to defer receipt of all such shares in accordance with Section 6(e). Except with respect to any shares the director has so elected to defer, certificates representing such shares shall be delivered to such Non-employee Director (or in the event of death, to his or her beneficiary designated pursuant to Section 6(h)) as soon as practicable, but no later than thirty (30) days, following the Retainer Credit Date (or the applicable Credit Date in the event a person becomes a Non-employee Director subsequent to the Retainer Credit Date).
(c)Cash Payment of Board Chairman Fees, Lead Director Fees, Committee Chair Fees and Cash Retainer. Cash payments of Committee Chair fees shall be made on the second Credit Date of each year, and cash payments of Board Chairman fees and Lead Director fees shall be made in four equal payments on the first four Credit Dates of each year. The Cash Retainer payable to the Non-employee Director shall be payable on the Retainer Credit Date of each year (or, in the event a person becomes a Non-employee Director subsequent to the Retainer Credit Date, the next applicable Credit Date). Except with respect to any cash payments the director has elected to defer in accordance with Section 6(e), such payment shall be delivered to the Non-employee Director on or as soon as practicable, but no later than thirty (30) days, following the applicable Credit Date (or, in the case of the Cash Retainer, the Retainer Credit Date or applicable Credit Date).
(d)Deferral of Board Chairman Fees, Lead Director Fees, Committee Chair Fees and Cash Retainer. Subject to the terms and conditions of the Plan, a Non-employee Director may elect to defer all of the cash payable under Section 6(c) for his or her service as a director for the calendar year to such Non-employee Director’s Cash Account or Stock Account. The number of shares (rounded up to the next whole share in the event of a fractional share) contributed to the Stock Account of a Non-Employee Director who elects to defer the cash payable in the form of shares shall be equal to the amount of the cash fees divided by the Fair Market Value of a share of Common Stock on the Retainer Credit Date (or, in the event a person becomes a Non-employee Director subsequent to the Retainer Credit Date, the next applicable Credit Date) of such year. Any election(s) pursuant to this Section 6(d) shall be made in accordance with Section 6(e).
(e)Elections.
(1)Deferrals. Effective as of January 1, 2005, all elections to defer payment of compensation under this Plan shall:
•be made in writing and delivered to the Secretary of the Company,
•be irrevocable once the year to which the election relates commences,
•be made before January 1 of the year in which the shares of Common Stock or director’s fees and retainer are to be earned (or, in the case of an individual who becomes a Non-employee Director during a calendar year, within 30 days of the date of his or her election as a director; notwithstanding the foregoing no amounts earned prior to an election shall be deferred by new participants), and
•if applicable, specify whether the deferral of all of the cash payable under Section 6(c) shall be to the Non-Employee Director’s Cash Account or Stock Account.
(2)Stock and Cash Account Payments. Effective as of January 1, 2005, Stock and Cash Accounts shall be paid in a single lump sum payment within 30 days of the Non-employee Director’s Retirement Date unless the Non- employee Director makes an election as set forth below:
•a payment election, if any, shall be made on or before the earlier of:
○the time such individual makes any deferral election under the Plan, or
○the end of the 30-day period following the date an individual first becomes a Non-employee Director.
•a Non-employee Director may elect to receive payment in up to 5 annual installments.
Notwithstanding any election, Plan payments will be made (or annual installments will begin) upon a Non-employee Director’s death. All payments shall be made (or each annual installment shall be paid) within 30 days of the prescribed payment date, and any payment election shall be irrevocable except as permitted in Section 6(e)(4) below.
(3)Dividends and Interest on Stock and Cash Accounts. Dividends and interest on Stock and Cash Accounts, respectively, shall be paid as provided in Section 6(e)(8) unless the Non-employee Director makes an election to have interest deferred and credited back to his or her Cash Account (and shall be payable in accordance with Sections 6(e)(2) and (4) herein); provided that such election is made within the time period prescribed by Section 6(e)(2) above. For the avoidance of doubt, dividends payable with respect to Stock Accounts are not deferrable.
(4)Change in Payment Election. Any change with respect to a Non- employee Director’s payment election under the Plan will not be effective for one year, must be made at least one (1) year in advance of the first date payment is scheduled and must further defer all payments by at least five (5) years from the prior scheduled payment date. Notwithstanding the foregoing, for the transition period beginning January 1, 2005 and ending December 31, 2008, any Non- employee Director may make a payment election in accordance with Code Section 409A (and applicable IRS transition relief), in the time and manner prescribed by the Committee and subject to the following provisions. As of December 31, 2008, any then effective transition payment elections shall be irrevocable for the duration of a Non-employee Director’s participation in the Plan except as set forth in the first sentence of this Section 6(e)(4). No election made in 2008 under this transition relief will apply to amounts that would otherwise be payable in 2008, nor may such election cause an amount to be paid in 2008 that would not otherwise be payable in 2008. No election under this transition relief may be made retroactively, when Plan payments are imminent, or after a Non-employee Director has left the Board.
(5)Stock Account. A Non-employee Director who has elected to defer shares under Section 6(b) or his or her Cash Retainer and other cash fees in the form of shares under Section 6(d) shall receive a credit to his or her Stock Account on the Retainer Credit Date for amounts deferred from the Annual Retainer Stock Grant or the Cash Retainer and other cash fees (or the applicable Credit Date in the event a person becomes a Non-employee Director subsequent to the Retainer Credit Date). The amount of such credit shall be the number of shares so deferred (rounded to the next whole share in the event of a fractional share).
(6)Cash Account. On the applicable Credit Date or in the case of the Cash Retainer, on the Retainer Credit Date (or applicable Credit Date), a Non- employee Director who has elected to defer cash fees and/or the Cash Retainer under Section 6(d) in the form of cash shall receive a credit to his or her Cash Account. The amount of the credit shall be the dollar amount of such Director’s Board Chairman fees, Lead Director fees or Committee Chair fees earned during the immediately preceding quarterly period or the amount of the Cash Retainer to be paid for the calendar year, as the case may be, and in each case, specified for deferral in cash. A Non-employee Director may elect to defer interest paid on his or her Cash Account in accordance with Section 6(e)(3).
(7)Installment Payments. Installment payments from an Stock or Cash Account shall be equal to the Stock or Cash Account balance (expressed in shares in the case of the Stock Account, otherwise the cash value of the Cash Account) at the time of the installment payment times a fraction, the numerator of which is one and the denominator of which is the number of installments not yet paid. Fractional shares to be paid in any installment shall be rounded up to the next whole share.
(8)Dividends and Interest. Each time a cash dividend is paid on Common Stock, a Non-employee Director who has shares of such stock credited to his or her Stock Account shall be paid on the dividend payment date such cash dividend in an amount equal to the product of the number of shares credited to the Non-employee Director’s Stock Account on the record date for such dividend times the dividend paid per applicable share. A Non-employee Director who has a Cash Account shall be paid interest directly on such account’s balance at the end of each calendar quarter, payable at a rate equal to the Interest Rate in effect for such quarter unless such Non-employee Director has elected to defer such interest to his or her Cash Account, in which case such interest shall be credited to such Cash Account at the end of each calendar quarter. All amounts paid pursuant to this subsection (8) shall be paid on or as soon as practicable, but no later than thirty (30) days, following the applicable payment date (i.e., the applicable dividend payment date or end date of the fiscal quarter).
(9)Payouts. Cash Accounts will be paid out in cash and Stock Accounts shall be paid out in shares of Common Stock unless the Non-employee Director elects at the time the payment is due to take the Stock Account in cash.
(f)No Stock Rights. Except as expressly provided herein, the deferral of shares of Common Stock into a Stock Account shall confer no rights upon such Non- employee Director, as a shareholder of the Company or otherwise, with respect to the shares held in such Stock Account, but shall confer only the right to receive such shares credited as and when provided herein.
(g)Change in Control. Notwithstanding anything to the contrary in this Plan or any election, in the event a Change in Control occurs, amounts and shares credited to Cash Accounts (including interest accrued to the date of payout) and Stock Accounts shall be promptly (but no later than thirty (30) days following the Change in Control) distributed to Non-employee Directors except the Stock Account shall be paid out in cash and not in the form of shares of Common Stock. For this purpose, the cash value of the amount in the Stock Account shall be determined by multiplying the number of shares held in the Stock Account by the higher of (i) the highest Fair Market Value of Common Stock on any date within the period commencing thirty (30) days prior to such Change in Control and ending on the date of the Change in Control, or (ii) if the Change in Control occurs as a result of a tender or exchange offer or consummation of a corporate transaction, then the highest price paid per share of Common Stock pursuant thereto.
(h)Beneficiaries. A Non-employee Director may designate at any time and from time to time a beneficiary for his or her Stock and Cash Accounts in the event his or her Stock or Cash Account may be paid out following his or her death. Such designation shall be in writing and must be received by the Company prior to the death to be effective.
(i)Prior Plan Accounts. Any transfers made to a Cash Account or a Stock Account from Prior Plans shall be maintained and administered pursuant to the terms and conditions of this Plan; provided that prior annual 100- or 204-share grant deferrals shall be treated as deferrals of 204-share grants under this Plan, the $25,000 annual share grant under the 1994 Plan shall be treated as deferrals under Paragraph 6(b) hereof and deferrals of meeting fees under all Prior Plans and of the excess retainer under the 1994 Plan shall be treated as deferrals under Paragraph 6(c) hereof. Prior elections and beneficiary designations under the 1994 Plan and this Plan shall govern this Plan unless changed subsequent to October 2, 1997.
7.Limitations and Conditions.
(a)Total Number of Shares. The total number of shares of Common Stock that may be issued to Non-employee Directors under the Plan is 850,000, which may be increased or decreased by the events set forth in Section 8. Such total number of shares may consist, in whole or in part, of authorized but unissued shares. If any shares granted under this Plan are not delivered to a Non-employee Director or a beneficiary because the payout of the grant is settled in cash, such shares shall not be deemed to have been delivered for purposes of determining the maximum number of shares available for delivery under the Plan. No fractional shares shall be issued hereunder. In the event a Non-employee Director is entitled to a fractional share, such share amount shall be rounded upward to the next whole share amount.
(b)No Additional Rights. Nothing contained herein shall be deemed to create a right in any Non-employee Director to remain a member of the Board, to be nominated for reelection or to be reelected as such or, after ceasing to be such a member, to receive any cash or shares of Common Stock under the Plan which are not already credited to his or her accounts.
8.Stock Adjustments. In the event of any merger, consolidation, stock or other non-cash dividend, extraordinary cash dividend, split-up, spin-off, combination or exchange of shares or recapitalization or change in capitalization, or any other similar corporate event, the Committee shall make such adjustments in (i) the aggregate number of shares of Common Stock that may be issued under the Plan as set forth in Section 7(a) and the number of shares that may be issued to a Non-employee Director with respect to any year as set forth in Section 6(a) and the number of shares of Common Stock held in a Stock Account, (ii) the class of shares that may be issued under the Plan, and (iii) the amount and type of payment that may be made in respect of unpaid dividends on shares of Common Stock whose receipt has been deferred pursuant to Section 6(e), as the Committee shall deem appropriate in the circumstances. The determination by the Committee as to the terms of any of the foregoing adjustments shall be final, conclusive and binding for all purposes of the Plan.
9.Amendment and Termination. This Plan may be amended, suspended or terminated by action of the Board, except to the extent that amendments are required to be approved by the Company’s shareholders under applicable law or the rules of the New York Stock Exchange or any other exchange or market system on which the Common Stock is listed or traded. No termination of the Plan shall adversely affect the rights of any Non-employee Director with respect to any amounts otherwise payable or credited to his or her Cash Account or Stock Account.
10.Nonassignability. No right to receive any payments under the Plan or any amounts credited to a Non-employee Director’s Stock or Cash Account shall be assignable or transferable by such Non-employee Director other than by will or the laws of descent and distribution or pursuant to a domestic relations order. The designation of a beneficiary under Section 6(h) by a Non-employee Director does not constitute a transfer.
11.Unsecured Obligation. Benefits payable under this Plan shall be an unsecured obligation of the Company.
12.Rule 16b-3 Compliance. It is the intention of the Company that all transactions under the Plan be exempt from liability imposed by Section 16(b) of the Exchange Act. Therefore, if any transaction under the Plan is found not to be in compliance with an exemption from such Section 16(b), the provision of the Plan governing such transaction shall be deemed amended so that the transaction does so comply and is so exempt, to the extent permitted by law and deemed advisable by the Committee, and in all events the Plan shall be construed in favor of its meeting the requirements of an exemption. Scheduled Plan payments will be delayed where the Committee reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law; provided that such payment shall be made at the earliest date at which the Committee reasonably anticipates that the making of the payment will not cause such violation.
13.Code Section 409A Compliance. To the extent any provision of the Plan or action by the Board or Committee would subject any Non-employee Director to liability for interest or additional taxes under Code Section 409A, it will be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. It is intended that the Plan will comply with Code Section 409A, and the Plan shall be interpreted and construed on a basis consistent with such intent. The Plan may be amended in any respect deemed necessary (including retroactively) by the Committee in order to preserve compliance with Code Section 409A. If, regardless of the foregoing, any Non-employee Director is liable for interest or additional taxes under Code Section 409A with respect to his or her Stock or Cash Account (or a portion thereof), such Stock or Cash Account (or applicable portion thereof) shall be paid at such time. The preceding shall not be construed as a guarantee of any particular tax effect for any benefits or amounts deferred or paid out under the Plan.
EX-10.16
6
oln-2024xexhibit1016.htm
PERFORMANCE SHARE PROGRAM
Document
Exhibit 10.16
OLIN CORPORATION
Effects of Certain Events on Outstanding Equity Awards December 5, 2024
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Event |
Performance Shares |
Restricted Stock Units (RSUs) |
Options1 |
Termination of Employment |
For Cause (by Olin) |
Forfeiture of unvested shares; payment of vested but unpaid shares |
Forfeiture of unvested RSUs; payment of vested but unpaid RSUs |
Forfeiture of all unexercised options (vested and unvested) |
Without Cause (by Olin) |
Pro-rata2 vesting at termination; payment at end of Performance Cycle based on actual performance results |
Forfeiture of unvested RSUs; payment of vested but unpaid RSUs |
Forfeiture of unvested options; vested options exercisable for 1 year or (in connection with sale, shutdown, or spin-off) 2 years. |
Disability |
Pro-rata 2 vesting at termination; payment at end of Performance Cycle based on actual performance results |
Full vesting and payment on termination |
Forfeiture of unvested options; vested options exercisable for 1 year |
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Retirement (55+ years of age and 5+ years of company
service)
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Pro-rata2 vesting at termination; payment at end of Performance Cycle based on actual performance results |
If the first tranche of RSUs has already vested, the participant has given the Company at least 6 month’s prior notice of retirement, and the participant is not at least age 60 on the retirement date, the then-current tranche will continue to vest and be paid at the time specified in the award, and any subsequent tranche will be forfeited; if the first tranche has already vested, the participant has given the Company 6 month’s prior notice of retirement, and the participant is at least age 60 on the retirement date, all |
Forfeiture of unvested options; vested options exercisable for full term |
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unvested tranches will continue to vest and be paid at the time specified in the award. If the first tranche has not already vested or the participant has not satisfied the 6-month notice requirement, the entire award will be forfeited. |
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Death |
Pro-rata2 vesting and payment at time of death at target levels |
Full vesting and payment at death |
Full vesting at death; vested options exercisable for full term |
Death following Termination |
Forfeiture of unvested shares; payment of vested but unpaid shares |
Forfeiture of unvested shares; payment of vested by unpaid shares |
Vested options exercisable for 1 year or, if longer, for employee’s post- termination exercise period |
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Voluntary Resignation
(with consent)
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Effect on unvested shares determined by Olin; payment of vested but unpaid shares |
Forfeiture of unvested RSUs; payment of vested but unpaid RSUs |
Forfeiture of unvested options; vested options exercisable for 1 year |
Voluntary Resignation (without consent) |
Forfeiture of unvested shares; payment of vested but unpaid shares |
Forfeiture of unvested RSUs; payment of vested but unpaid RSUs |
Forfeiture of all unexercised options (vested and unvested) |
Transfer to or Termination by Joint Venture (JV) or Sold Business (SB) |
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Transfer to JV (with
consent)
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Effect on unvested shares determined by Olin; payment of vested but unpaid shares |
Continued vesting after transfer to JV |
Forfeiture of unvested options; vested options exercisable for full term |
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Transfer to SB (with
consent)
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Effect on unvested shares determined by Olin; payment of vested but unpaid shares |
Effect on unvested shares determined by Olin; payment of vested but unpaid shares |
Forfeiture of unvested options; vested options exercisable for 2 years |
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Termination by JV or SB without Cause; Voluntary Resignation
(with consent)
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Effect on unvested shares determined by Olin; payment of vested but unpaid shares |
Forfeiture of unvested RSUs; payment of vested but unpaid RSUs |
Vested options exercisable until later of 2 years after transfer to JV or SB and 1 year after termination |
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Termination by JV or SB for Cause; Voluntary Resignation (without
consent)
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Forfeiture of unvested shares; payment of vested but unpaid shares |
Forfeiture of unvested RSUs; payment of vested by unpaid RSUs |
Forfeiture of all unexercised options (vested and unvested) |
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Change in Control |
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Change in Control (no
termination)
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Outstanding awards as of 12/31/2024: single trigger vesting at target level
2025 and after awards: continued vesting if award assumed by acquiring company; single trigger vesting at target level if award not assumed.
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Continued vesting if award assumed; single trigger vesting at target level if award not assumed. |
Continued vesting if award assumed; single-trigger vesting if award not assumed; vested shares exercisable for 2 years following change in control. |
Qualifying Termination within 2 years after Change in Control |
2025 and after awards: Full vesting and payment at target levels on termination |
Full vesting and payment on termination |
Full vesting on termination; vested options exercisable for 2 years |
Notes |
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1.Stock options cannot be exercised after the last day of the original term.
2.Pro-rata vesting of performance shares is based on a fraction, the numerator of which is the number of months during the Performance Cycle that the participant was employed by Olin or an affiliate (rounded up to the nearest whole month), and the denominator of which is the number of months in the Performance Cycle.
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EX-10.22
7
oln-2024xexhibit1022.htm
SUMMARY OF OLIN PERFORMANCE SHARE PROGRAM
Document
Exhibit 10.22
OLIN CORPORATION PERFORMANCE SHARE PROGRAM
As Amended through February 21, 2024
1.Terms and Conditions
The terms and conditions of the Performance Share Awards granted under this Program are contained in the Performance Share Award certificate evidencing such Award, this Program and the LTIP.
2.Definitions
“Common Stock” means the common stock of Olin, par value $1.00 per share. “Final Share Number” has the meaning specified in Section 3 of this Program. “LTIP” means the Olin Corporation 2021 Long Term Incentive Plan and any successor plan.
“Net Income” means Olin’s actual net income for the relevant Performance Cycle, (or if applicable, for the relevant period in such Performance Cycle), calculated in accordance with generally accepted accounting principles, adjusted to exclude unusual gains and losses (as determined by the Committee).
“Net Income Goal” means each Net Income target set by the Committee for one or more periods included in the relevant three-year Performance Cycle, with the total number of target Net Income Performance Shares allocated among the Net Income Goals if more than one such goal is established for a Performance Cycle.
“Net Income Performance Shares” means the total number of Performance Shares awarded based on Olin’s Net Income performance against the Net Income Goals for the relevant Performance Cycle, allocated among the Net Income Goals by the Committee as established by the Committee if the Committee establishes more than one Net Income Goal for a Performance Cycle.
“Olin” or the “Company” means Olin Corporation.
“Performance Cycle” means, with respect to a Performance Share Award, a period of three calendar years, beginning with the calendar year in which such Performance Share Award is granted.
“Performance Share Award” means grants of “Performance Shares.”
“Performance Share” means a unit granted under the LTIP and this Program,
maintained on the books of the Company during the Performance Cycle, denominated as one phantom share of Common Stock, and paid in cash or Common Stock in accordance with this Program, and includes both TSR Performance Shares and Net Income Performance Shares.
“Performance Share Comparison Group” means the Standard & Poor’s 1500 Material companies plus Huntsman Corporation.
“Program” means this Performance Share Program.
“TSR” means total shareholder return, calculated as the change in the fair market value of the common stock, including reinvestment of dividends, over the relevant Performance Cycle.
“TSR Performance Shares” means the Performance Shares awarded based on Olin’s relative TSR compared to the Performance Share Comparison Group.
Capitalized terms not otherwise defined in this Program shall have the meaning specified in the LTIP.
3.Performance Share Awards
a.One-half (1/2) of the total target Performance Share Award shall be designated in TSR Performance Shares, and the remaining one-half in Net Income Performance Shares.
b.The number of target TSR Performance Shares for each Participant shall be adjusted based upon a comparison of Olin’s TSR during the Performance Cycle with the TSR of the Performance Share Comparison Group over the same period, in accordance with the following chart:
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If Olin’s TSR for a Performance Cycle is: |
The number of TSR Performance Shares paid as a percentage of the target TSR Performance Share Award will be: |
At or above the 80th Percentile of the Performance Share Comparison Group |
200% |
Above the 50th Percentile, but below the 80th Percentile of the TSR for the Performance Share Comparison Group |
100% of target number of TSR Performance Shares plus 3.33% of the target number of TSR Performance Shares for each incremental percentile position above the 50th Percentile |
At the 50th Percentile of the TSR for the Performance Share Comparison Group |
100% of the target number of TSR Performance Shares |
Above the 20th Percentile, but below the 50th Percentile of the TSR for the Performance Share Comparison Group |
25% of the target number of TSR Performance Shares plus 2.5% of the target number of TSR Performance Shares for each incremental percentile position above the 20th Percentile |
At the 20th Percentile of the TSR for the Performance Share Comparison Group |
25% of the target number of TSR Performance Shares |
Below the 20th Percentile of the TSR for the Performance Share Comparison Group |
0 |
c.The number of target Net Income Performance Shares awarded to each Participant for each Net Income Goal shall be adjusted based upon a comparison of Olin’s actual Net Income with that Net Income Goal, in accordance with the following chart:
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If Olin’s Net Income for the relevant portion of the Performance Cycle is:
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The number of Net Income Performance Shares paid as a percentage of the target Net Income Performance Shares allocated to that Net Income Goal will be: |
At least 140% of the relevant Net Income Goal |
200% of the target number of Net Income Performance Shares allocated to that Net Income Goal |
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More than 100% but less than 140% of the relevant Net Income Goal |
100% of the target number of Net Income Performance Shares allocated to that Net Income Goal plus a proportionate number of target Net Income Performance Shares determined using linear interpolation |
100% of the Net Income Goal |
100% of the target number of Net Income Performance Shares allocated to that Net Income Goal |
More than 60% but less than 100% of the relevant Net Income Goal |
50% of the target number of Net Income Performance Shares allocated to that Net Income Goal plus a proportionate number of target Net Income Performance Shares determined using linear interpolation |
60% of the relevant Net Income Goal |
50% of the target number of Net Income Performance Shares allocated to that Net Income Goal |
Less than 60% of the relevant Net Income Goal |
0 |
d.The Company shall use linear interpolation to determine the number of additional Net Income Performance Shares for performance between 60% and 100% and for 100% and 140% of each Net Income Goal.
e.As soon as practicable in the calendar year following the end of the Performance Cycle, the Company shall calculate the number of Performance Shares that vested (the “Final Share Number”) for all Participants whose Performance Share Awards have vested during or at the end of such Performance Cycle.
i.Vesting and Forfeiture
1.Except as otherwise provided by the Committee, the LTIP, this Program or the Performance Share Award certificate, an interest in a Performance Share Award shall vest only if the Participant is an employee of the Company or a subsidiary on the last day of the relevant Performance Cycle. In accordance with the LTIP, upon a “Change in Control” (as defined in the LTIP), all Performance Shares outstanding on the date of such Change in Control shall become vested and deemed earned or satisfied in full, notwithstanding that the applicable performance cycle, retention cycle or restriction conditions shall not have been completed or met, and such Performance Shares shall be paid in cash or as otherwise provided in the LTIP.
2.If a Participant’s employment with the Company or a subsidiary terminates for cause or without the Company’s consent (other than as the result of the Participant’s death, disability or retirement) before a Performance Share Award has vested, his or her Performance Share Award shall terminate and all rights under such Award shall be forfeited.
3.If a Participant’s employment with the Company or a subsidiary terminates as the result of his or her disability, (as that term is defined in Section 409A of the Code or any successor provision), or retirement under any of the Company’s retirement plans before a Performance Share Award has vested, the Participant shall be entitled to a pro rata Performance Share Award, payable solely in cash at the time that the Performance Share Award would otherwise be payable under Section 5 of this Program. The cash payment shall be equal to the Final Share Number calculated in accordance with Sections 3 and 5 of this Program, multiplied by the Fair Market Value on the last day of the relevant Performance Cycle, multiplied by a fraction with a numerator equal to the number of months during the Performance Cycle the Participant was employed by the Company or a subsidiary (rounded up to the nearest whole month) and a denominator of 36.
4.If a Participant’s employment with the Company or a subsidiary terminates as the result of his or her death before a Performance Share Award has vested, the Participant shall be entitled to a pro rata Performance Share Award, payable solely in cash within ninety (90) days of the Participant’s death. The cash payment shall be equal to the Participant’s target number of Performance Shares, as the case may be, multiplied by the Fair Market Value on the date of the Participant’s death (or the next trading day, if the Common Stock was not traded on such date), multiplied by a fraction with a numerator equal to the number of months during the Performance Cycle the Participant was employed by the Company or a subsidiary (rounded up to the nearest whole month) and a denominator of 36.
5.If a Participant’s employment with the Company or a subsidiary terminates for any other reason, the Company shall determine the portion, if any, of the Performance Share Award that shall not be forfeited, and the form of payment (cash or shares or a combination) that the Participant shall receive. That determination shall be made by the Committee in the case of any officer, and by the Chairman of the Board, President, Chief Executive Officer, or any Vice President, in the case of any non-officer employee. Notwithstanding this Section 4, payment shall be made pursuant to Section 5 of this Program.
ii.Payment and Timing
1. As soon as is administratively practicable after the determination of the Final Share Number, but not later than the last day of the calendar year following the Performance Cycle, the Company will (i) issue to each Participant a number of shares of Common Stock equal to one-half of the Final Share Number, rounded down to the nearest whole share if such number is not a whole number, and (ii) pay the Participant in cash an amount equal to the Fair Market Value of one-half of the Final Share Number of shares of Common Stock on the last day of the Performance Cycle, rounded up to the nearest whole share if such number is not a whole number.
2. No dividends or dividend equivalents shall be paid on any Performance Shares.
3. In calculating the number of Performance Shares, all percentages and percentile numbers will be rounded to the nearest one-hundredth of a percent.
iii.Miscellaneous
1.By acceptance of the Performance Share Award, each Participant agrees that such Award is special compensation, and that any amount paid will not affect:
1.the amount of any pension under any pension or retirement plan in which he or she participates as an employee of Olin,
2.the amount of coverage under any group life insurance plan in which he or she participates as an employee of Olin, or
3.the benefits under any other benefit plan of any kind heretofore or hereafter in effect, under which the availability or amount of benefits is related to compensation.
2.The Company will withhold from the distribution of any cash pursuant to Performance Share Awards the amount necessary to satisfy the Participant’s federal, state and local withholding tax requirements. It is the Company’s intention that all income tax liability on Performance Share Awards be deferred in accordance with the applicable requirements of Code Section 409A, until the Participant actually receives such shares or payment thereof.
3.To the extent any provision of the Program (or any Performance Share Award) or action by the Board or Committee would subject any Participant to liability for interest or additional taxes under Code Section 409A, it will be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. It is intended that the Program (and any Performance Share Award) will comply with Code Section 409A, and the Program (and any Performance Share Award) shall be interpreted and construed on a basis consistent with such intent. The Program (and any Performance Share Award) may be amended in any respect deemed necessary (including retroactively) by the Committee in order to preserve compliance with Code Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for Program benefits or Performance Share Awards. Except as specifically provided in the LTIP, a Participant (or beneficiary) is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Participant (or beneficiary) in connection with any distributions to such Participant (or beneficiary) under the Program (including any taxes and penalties under Code Section 409A), and neither Olin nor any Affiliate shall have any obligation to indemnify or otherwise hold a Participant (or beneficiary) harmless from any or all of such taxes or penalties.
EX-19
8
oln-2024xexhibit19.htm
INSIDER TRADING POLICY
Document
Exhibit 19
Insider Trading Policy: 6.9
Contact: General Counsel or Designated Counsel
Effective: January 1, 2025
Supersedes: May 1, 2022 Insider Trading Policy 6.9
Insider Trading Policy
Objective
This policy is designed to help employees understand the nature and scope of U.S. federal insider trading laws and the serious consequences of violating these laws. It also prohibits certain transactions relating to trading in the securities of Olin and certain other companies.
Scope
This policy applies to all employees of Olin and each of its subsidiaries and affiliates, as well as members of Olin’s Board of Directors (“Directors”). Certain provisions of this policy apply specifically to certain identified persons and/or to Olin’s Directors and officers who are subject to Section 16(b) (“Section 16(b) Reporting Persons”) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).
Policy
Olin’s long-standing policy regarding insider trading prohibits Directors and employees from trading Olin securities (including common stock, preferred stock, bonds or similar debt securities or options, and other derivative instruments relating thereto) while in possession of material, non-public information (“MNPI”) about Olin. It also prohibits Directors and employees from (i) using MNPI to trade in the securities of other companies that was learned or obtained in the course of or as a result of the individual's relationship with Olin and (ii) disclosing any MNPI about Olin or any other company to any other person, in each case, until after the information has been effectively communicated to the public.
Insider trading laws also prohibit trading securities while in possession of MNPI and passing MNPI on to others who trade securities. These laws apply to trading in Olin’s securities and to trading in the securities of other companies where the trader has acquired MNPI in the course of or as a result of his or her relationship with Olin.
As an Olin Director or employee, you are responsible for ensuring that you do not trade Olin securities or the securities of another company when you have reason to believe that you are in possession of MNPI. If you have any questions as to whether you are in possession of MNPI or whether it is permissible for you to trade, please consult Olin’s General Counsel or any Olin in-house counsel designated by the General Counsel (“Designated Counsel”).
Definitions
Material information is any information that a reasonable investor would consider important in deciding to buy, sell, hold, transfer or dispose of the securities of a company. Any information that reasonably could be expected to affect the price of a company’s stock or other securities, whether up or down, is “material” information. While it is impossible to provide a complete list of information that could be considered “material,” examples include:
1. unpublished financial results, reports or projections such as earnings estimates or results, or a change in previously announced earnings estimates;
2. news of a pending or proposed merger, acquisition, divestiture, or tender offer;
3. changes in top management;
4. changes in dividend policy, declarations of stock splits, or offerings of securities;
5. calls, redemptions or purchases of a company’s securities;
6. changes in prices or demand for products, or changes in the costs of producing, transporting, or selling products;
7. unusual or large borrowing;
8. liquidity problems;
9. significant new products or services or other changes in operations;
10. commencement or settlement of a major claim or lawsuit;
11. gain or loss of a substantial customer or supplier;
12. significant litigation or governmental investigation or other governmental action;
13. industry information (i.e., prices, volumes, or other conditions affecting our business);
14. initiation or settlement of labor negotiations or disputes, strikes or lockouts;
15. information relating to stock repurchase programs or their execution; and
16. data privacy breaches or other cybersecurity incidents.
Non-public information is any information that has not been disclosed to the public or, if it has been disclosed, the time elapsed since disclosure has not been sufficient for investors to evaluate the information. Information becomes public when it has been released through appropriate channels, such as a press release, public governmental filing (e.g., a filing with the Securities and Exchange Commission, the “SEC”), publication in a widely available news media source, or via a public statement from a senior officer during a Regulation FD-compliant conference call, and enough time has elapsed for the investing public to evaluate the information. At that point, the information is considered public. All information about Olin (or any other company) that you learned or obtained in the course of or as a result of your relationship with the Olin is potentially “insider” information until publicly disclosed.
“Tipping” is passing along MNPI to others. Penalties for tipping apply whether or not you derive benefit from another’s actions. Recommending that others trade in Olin securities or in the securities of other companies, even without telling them why, still can be unlawful.
Trading is defined broadly under the U.S. federal securities laws. Trading in Olin securities includes:
1. direct purchases or sales of Olin securities;
2. short sales (sales of securities not owned by the seller at the time of the sale) and purchases and sales of puts or calls, as well as any other hedging transactions (not permitted by Section 16(b) Reporting Persons at any time);
3. pledges of Olin stock (not permitted by Section 16(b) Reporting Persons at any time);
4. cashless exercises of Olin stock options (i.e., exercise and sale of stock received upon exercise);
5. transfers of funds into or out of the Olin stock fund or the Olin phantom stock fund in an Olin Retirement Savings Plan or Supplemental Retirement Savings Plan account;
6. changes in elections in an Olin Retirement Savings Plan or Supplemental Retirement Savings Plan account that would initiate or increase the amount of future investments in the Olin stock fund or the Olin phantom stock fund; and
7. other transactions to acquire, transfer or dispose of Olin securities, including gifts.
For purposes of this policy, exercise of an Olin stock option is not considered a trade in Olin securities only if the option holder exercises the option by paying cash or surrendering qualifying shares of Olin stock that he or she already owns, and the option holder retains the shares received on option exercise. For purposes of this policy, the following actions in an Olin Retirement Savings Plan or Supplemental Retirement Savings Plan account are also not considered a trade in Olin securities:
1. a recurring purchase of Olin securities in accordance with elections made consistent with this policy; and
2. a change in elections that would stop or decrease the amount of future investments in the Olin stock fund or the Olin phantom stock fund.
Procedures Applicable to Specified Persons
Additional insider trading restrictions apply to (i) Section 16(b) Reporting Persons, all direct reports to the CEO, and any other employees deemed likely to have involvement with MNPI (collectively, “Covered Persons”) and (ii) Section 16(b) Reporting Persons and certain other designated employees (collectively, “Designated Insiders”).
Employees who are Covered Persons and Designated Insiders will be notified by the Law Department.
Quarterly Trading Windows
Covered Persons may only trade in Olin securities during an open trading window. Generally, the trading window opens following the second full trading day after the public release of Olin’s quarterly earnings and continues through the end of the last day of the second month of the quarter during which the public release is made (each, a “Quarterly Trading Window”). Olin may in its discretion close a Quarterly Trading Window early or not open the Quarterly Trading Window for some or all Covered Persons. In addition, even during an open trading window, Covered Persons remain subject to the provisions of this policy and applicable law prohibiting transactions when in possession of MNPI.
Pre-Clearance
In addition to being subject to the Quarterly Trading Windows, Designated Insiders must be pre-cleared by the General Counsel, any Designated Counsel, or the Chief Financial Officer prior to trading. When requesting pre-clearance, please allow at least two business days in advance of the proposed transaction. If a pre-clearance request is approved, the pre-clearance will be valid for four trading days unless the Quarterly Trading Window closes earlier or the individual becomes aware of MNPI (the “Approval Period”). If a transaction order is not placed during the Approval Period, a new pre-clearance request must be initiated for future transactions.
Rule 10b5-1 Trading Plans
Notwithstanding the foregoing, trades may be affected by a Covered Person at any time pursuant to a trading plan that complies with the requirements of Rule 10b5-1 of the Exchange Act (“Rule 10b5-1 trading plan”), including the required “cooling off” period before trades can commence under the plan, and has been adopted during an open trading window. The adoption, modification or termination of any Rule 10b5-1 trading plan by a Covered Person must also be pre-cleared by the General Counsel, any Designated Counsel, or the Chief Financial Officer.
Procedures for Other Employees
Generally, employees who are not covered by the Quarterly Trading Window may trade in Olin securities at any time if they are not in possession of MNPI.
Prohibited Transactions
No Director or employee who has MNPI relating to Olin may trade in Olin securities, engage in any other action to take personal advantage of that information, or pass that information on to others. This policy also applies to information that was learned or obtained in the course of or as a result of an individual's relationship with Olin that relates to any other company, including customers or suppliers of Olin. At all times, Directors and employees must refrain from providing advice or making recommendations regarding trading in Olin securities or trading in the securities of such other companies. If you provide information that someone else uses to trade illegally, you may be subject to penalties whether or not you personally derive any benefit from the illegal trading.
Prohibition on Pledging and Hedging Transactions
Section 16(b) Reporting Persons are prohibited from (i) engaging in any hedging or monetization transactions in which the individual continues to own the underlying security without all the risks or rewards of ownership, and (ii) pledging Olin securities, whether as part of a hedging transaction or loan transaction. Section 16(b) Reporting Persons should assume that this prohibition includes buying puts, selling calls, and engaging in other similar transactions involving derivative securities, including prepaid variable forward contracts, equity swaps, collars and exchange funds. Transactions that may be considered necessary or justifiable for personal reasons (such as the need to raise money unexpectedly) are not considered a defense to charges of trading on inside information and do not create an exception to the prohibition on pledging and hedging transactions by Section 16(b) Reporting Persons. If you have any questions about whether a transaction in which you wish to engage is covered by this prohibition, you should seek advice from Olin’s General Counsel or any Designated Counsel.
Short-Swing Profits
Under Section 16(b) of the Exchange Act, Section 16(b) Reporting Persons must pay Olin the amount by which the price of any sale of Olin stock exceeds the price of any purchases of Olin stock within any six-month period, regardless of the order of the sale and purchase. Purchases and sales of derivative securities relating to Olin stock may be matchable against purchases and sales of Olin stock and other derivative transactions. The grant of stock options and restricted stock awards by the Compensation Committee of Olin’s Board, as well as the exercise of stock options so granted, are generally exempt from Section 16(b) of the Exchange Act. If you have any questions about whether a transaction in which you wish to engage is covered by this prohibition on short-swing profits, you should seek advice from Olin’s General Counsel or any Designated Counsel.
Transactions by Family Members
Under this policy, the same restrictions that apply to you also apply to your family members, others living in your household, and any family members not in your household but whose transactions in Olin securities are subject to your control or influence. Directors and employees are responsible for ensuring that each of these people complies with the terms of this policy. Transactions by your family members may be subject to Section 16(b) of the Exchange Act whether or not you were aware of those transactions.
Transactions by Entities Controlled by Insiders
Under this policy, the same restrictions that apply to you also apply to any entities controlled by you, including corporations, partnerships or trusts. Directors and employees are responsible for ensuring such entities comply with the terms of this policy. Transactions by entities controlled by you may be subject to Section 16(b) of the Exchange Act whether or not you were aware of those transactions.
Rule 144 Restrictions on Sales by Section 16(b) Reporting Persons
Generally, Section 16(b) Reporting Persons can only sell Olin stock by following the requirements of Rule 144 under the Securities Act of 1933. There are several requirements that must be met to sell Olin stock under Rule 144.
•Olin must have filed all reports required to be filed under Section 13 of the Exchange Act (i.e., annual reports on Form 10 -K, quarterly reports on Form 10-Q, and current reports on Form 8-K) during the 12 months preceding the sale. Absent unusual circumstances, Olin would be in compliance with this requirement.
•The stock must be sold in unsolicited broker’s transactions or directly with a market maker. Brokers are under an obligation to make reasonable inquiries with respect to Rule 144 compliance. A broker is therefore likely to request a Rule 144 representation letter and may also require certain representations from Olin. In some circumstances this may delay the entry of a sale order.
•The seller must satisfy Form 144 filing requirements of the SEC and the New York Stock Exchange. Your broker can assist you in filing a Form 144.
•The number of shares that can be sold in any three-month period is limited to the greater of (i) 1% of the outstanding shares of Olin common stock or (ii) the average weekly reported trading volume of Olin common stock during the four calendar weeks preceding the filing of a Form 144.
Detection of Insider Trading Violations
The stock exchanges and the SEC have increasingly sophisticated trading-surveillance techniques, resulting in a strong likelihood that insider trading will be detected and prosecuted, even if it does not involve a great deal of money. In addition, the Insider Trading Protection Act contains certain bounty provisions that reward individuals who turn in violators of insider trading laws.
This added incentive makes it even more likely that insider trading will be discovered and punished.
Penalties for Insider Trading Violations
Insider trading violations are pursued vigorously by the SEC, the U.S. Department of Justice, and private litigants. Other than transactions pursuant to a Rule 10b5-1 trading plan, there are no exceptions to the laws that prohibit trading while in possession of MNPI, and these transactions are likely to be viewed by enforcement authorities with the benefit of hindsight. The penalties for insider trading law violations are severe. In addition, employees who violate Olin’s Insider Trading Policy will be subject to appropriate disciplinary action, including dismissal. Olin may also refer potential violations of law to appropriate authorities.
Safeguarding Olin’s Confidential, Non-Public Information
You should treat all sensitive, non-public information about Olin and each of its subsidiaries [and affiliates] as confidential and proprietary to Olin. This policy applies without regard to the materiality of the information. You may not disclose non-public information to others (such as family members, relatives, or business or social acquaintances) who do not have a legitimate business need for the information. Even within Olin, confidential information should be distributed to or discussed with others only on a need to know basis, and those people should be told that the information is confidential. Take care to ensure that your conversations involving confidential information are not overheard on elevators, airplanes or other public places; do not leave confidential documents on conference tables, desks, laptops or workstations, or otherwise unguarded; and take whatever steps are reasonably necessary to keep confidential information from being disclosed.
Responsibilities of Directors and Employees
•Make sure you are not involved in any Olin securities transactions whenever you have reason to believe you may be in possession of MNPI about Olin.
•Ensure that members of your household and any other family members who are subject to your control or influence do not engage in trading Olin securities without your knowledge or at any time when you are prohibited from trading.
•Do not disclose confidential information to others who do not have a legitimate need for such information for business reasons.
•Do not discuss MNPI about Olin in public areas, such as elevators or corridors, where it can be overheard.
•If you have any questions as to whether you are in possession of MNPI or if it is permissible for you to trade, you should seek advice from General Counsel or Designated Counsel.
Manager’s Responsibilities
•Ensure that all employees who report to you fully understand this policy and the laws and penalties related to insider trading.
•Ensure that procedures are effective in preventing the disclosure of MNPI.
•Ensure that you only disclose MNPI to other employees who need to know.
Responsibilities of Designated Insiders
•Only trade in Olin securities during an open trading window and after obtaining pre-clearance from the General Counsel, Designated Counsel, or the Chief Financial Officer.
•Do not engage in pledging or hedging transactions, including selling Olin shares short.
Olin Directors and Employees Must:
Never
•When in possession of MNPI relating to Olin, trade in Olin securities, engage in any other action to take personal advantage of that information, or pass that information on to others.
•Provide advice or make recommendations regarding the purchase or sale of Olin securities.
•These prohibitions also apply to information about other companies, including customers and suppliers of Olin, that was learned or obtained in the course of or as a result of a director’s or employee’s relationship with Olin.
Always
•Treat all sensitive non-public information about Olin, including its subsidiaries [and affiliated companies], as confidential and proprietary to Olin, regardless of materiality.
•Before trading in Olin securities, seek advice from the General Counsel or Designated Counsel if you have any questions regarding whether you are in possession MNPI or have any questions regarding whether it is permissible for you to trade.
EX-21
9
oln-2024xexhibit21.htm
SUBSIDIARIES OF OLIN CORPORATION
Document
Exhibit 21
SUBSIDIARIES OF OLIN CORPORATION1
(As of December 31, 2024)
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| Company |
Jurisdiction |
| Blue Cube Holding LLC |
DE |
| Blue Cube Intermediate Holding 2 LLC |
DE |
| Blue Cube International Holdings LLC |
DE |
| Blue Cube IP LLC |
DE |
| Blue Cube Operations LLC |
DE |
| Blue Cube Spinco LLC |
DE |
| Blue Water Alliance JV, LLC |
DE |
| Henderson Groundwater LLC |
NV |
| HPCM LLC |
DE |
| Hunt Trading Co. |
MO |
| Imperial West Chemical Co. |
NV |
| K. A. Steel Chemicals Inc. |
DE |
| K. A. Steel International Inc. |
DE |
| KAS Muscatine LLC |
IA |
KNA California, Inc.(see footnote 2) |
DE |
| KWT, Inc. |
DE |
| Monarch Brass & Copper Corp. |
NY |
| Monarch Brass & Copper of New England Corp. |
RI |
| New Haven Copper Company |
CT |
| Niloco BCN Holdings, LLC |
DE |
| Niloco Global Holdings LLC |
DE |
| Niloco Hydrogen Holdings LLC |
DE |
| Olin Benefits Management, Inc. |
CA |
| Olin Business Holdings |
DE |
| Olin Chlor Alkali Logistics Inc. |
DE |
| Olin Chlorine 7, LLC |
DE |
| Olin Engineered Systems, Inc. |
DE |
| Olin Far East, Limited |
DE |
| Olin Finance Company, LLC |
DE |
| Olin Financial Services Inc. |
DE |
| Olin Funding Company LLC |
DE |
| Olin North American Holdings, Inc. |
DE |
| Olin Russellville Cell Technologies LLC |
DE |
| Olin Winchester, LLC |
DE |
| Pioneer Americas LLC |
DE |
| Pioneer Companies, LLC |
DE |
| Pioneer (East), Inc. |
DE |
| Pioneer Licensing, Inc. |
DE |
| Pioneer Transportation LLC |
DE |
| Pioneer Water Technologies, Inc. |
DE |
| Ravenna Arsenal, Inc. |
OH |
| TriOlin, LLC |
DE |
| Waterbury Rolling Mills, Inc. |
CT |
| Winchester Ammunition, Inc. |
DE |
| Winchester Defense, LLC |
DE |
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| INTERNATIONAL |
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| 3229897 Nova Scotia Co. |
Nova Scotia,
Canada
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| BC Switzerland GmbH |
Switzerland |
| Blue Cube Netherlands Holding C.V. |
Netherlands |
Blue Cube Brasil Comércio de Produtos Químicos Ltda. (See footnote 3 for Subordinates) |
Brazil |
| Blue Cube Chemicals Hong Kong Limited |
Hong Kong |
| Blue Cube Chemicals India Private Limited |
India |
| Blue Cube Chemicals Italy S.r.l. |
Italy |
| Blue Cube Chemical Korea Ltd. |
Korea |
| Blue Cube Chemicals Singapore Pte. Ltd. |
Singapore |
| Blue Cube Chemicals Singapore Pte. Ltd. Taiwan Branch |
Taiwan |
| Blue Cube Chemicals South Africa Pty Ltd |
South Africa |
| Blue Cube Chemicals (UK) Limited |
United Kingdom |
| Blue Cube Chemicals (Zhangjiagang) Co., Ltd. |
China |
| Blue Cube Chemicals (Zhangjiagang) Co., Ltd. Shanghai Branch |
China |
| Blue Cube Denmark ApS |
Denmark |
| Blue Cube Germany Assets GmbH & Co. KG |
Germany |
| Blue Cube Germany Assets Management GmbH |
Germany |
| Blue Cube Japan LLC |
Japan |
| Blue Cube Mexico, S. de R.L. de C.V. |
Mexico |
| Blue Cube Netherlands B.V. |
Netherlands |
| Blue Cube Rasha OOO |
Russia |
| Blue Cube (Thailand) Company Limited |
Thailand |
| Blue Cube Turkey Kimyasal Ǜrűnler Limited Șirketi |
Turkey |
| Blue Water Alliance Europe B.V. |
Netherlands |
| Blue Water Alliance JV LLP |
United Kingdom |
| BWA Japan Godo Kaisha |
Japan |
| CANSO Chemicals Limited |
Nova Scotia,
Canada
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| Nedastra Holding B.V. |
Netherlands |
| Niloco Cyprus Limited |
Cyprus |
| Olin Canada ULC |
Nova Scotia, Canada |
| Olin Cyprus Holdings Ltd. |
Cyprus |
| Olin Germany AP LTP GmbH |
Germany |
| Olin Germany Upstream GmbH & Co KG |
Germany |
| Olin International Holdings Limited |
United Kingdom |
| Olin Malta Holdings Limited |
Malta |
| Winchester Australia Limited |
Australia |
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Footnotes:
1 Omitted from the following list are the names of certain subsidiaries which, if considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary
2 In California only this entity conducts business under the name of Kemwater KNA California, Inc.
3 Subordinates of Blue Cube Brasil Comércio de Produtos Químicos Ltda.:
•Sāo Paulo Branch of Blue Cube Brasil Comércio de Produtos Químicos Ltda.
•Bahia Branch of Blue Cube Brasil Comércio de Produtos Químicos Ltda. (Caustic Soda)
•Paraná Branch of Blue Cube Brasil Comércio de Produtos Químicos Ltda. (Caustic Soda)
EX-23
10
oln-2024xexhibit23.htm
CONSENT OF KPMG LLP
Document
Exhibit 23
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements No. 333-270458 on Form S-3 and Nos. 333-17629, 333-18619, 333-35818, 333-39305, 333-52681, 333-54308, 333-56690, 333-97759, 333-98193, 333-110135, 333-110136, 333-124483, 333-127112, 333-133731, 333-148918, 333-153183, 333-158799, 333-166288, 333-176432, 333-195500, 333-209534, 333-211434, 333-224569 and 333-255718 on Form S-8 of our report dated February 20, 2025, with respect to the consolidated financial statements of Olin Corporation and the effectiveness of internal control over financial reporting.
/s/ KPMG LLP
St. Louis, Missouri
February 20, 2025
EX-31.1
11
oln-2024xexhibit311.htm
SECTION 302 CERTIFICATION STATEMENT OF CEO
Document
Exhibit 31.1
CERTIFICATIONS
I, Kenneth Lane, certify that:
1. I have reviewed this annual report on Form 10-K of Olin Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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| Date: |
February 20, 2025 |
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/s/ Kenneth Lane |
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Kenneth Lane President and Chief Executive Officer |
EX-31.2
12
oln-2024xexhibit312.htm
SECTION 302 CERTIFICATION STATEMENT OF CFO
Document
Exhibit 31.2
CERTIFICATIONS
I, Todd A. Slater, certify that:
1. I have reviewed this annual report on Form 10-K of Olin Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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| Date: |
February 20, 2025 |
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/s/ Todd A. Slater |
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Todd A. Slater Senior Vice President and Chief Financial Officer |
EX-32
13
oln-2024xexhibit32.htm
SECTION 906 CERTIFICATION STATEMENT OF CEO AND CFO
Document
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Olin Corporation (the “Company”) on Form 10-K for the period ended December 31, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, Kenneth Lane, President and Chief Executive Officer and I, Todd A. Slater, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge: (1) the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its Staff upon request.
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| /s/ Kenneth Lane |
| Kenneth Lane |
| President and Chief Executive Officer |
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| Dated: |
February 20, 2025 |
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| /s/ Todd A. Slater |
| Todd A. Slater |
| Senior Vice President and Chief Financial Officer |
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| Dated: |
February 20, 2025 |