UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

OR

☐ 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)

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)

(314) 480-1400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class:	Trading symbol:	Name of each exchange on which registered:
Common Stock, $1.00 par value per share	OLN	New York Stock Exchange

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

As of March 31, 2021, 159,205,037 shares of the registrant’s common stock were outstanding.

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TABLE OF CONTENTS FOR FORM 10-Q		Page
Part I — Financial Information		3
Item 1.	Financial Statements	3
	Condensed Balance Sheets	3
	Condensed Statements of Operations	4
	Condensed Statements of Comprehensive Income (Loss)	5
	Condensed Statements of Shareholders’ Equity	6
	Condensed Statements of Cash Flows	7
	Notes to Condensed Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
	Business Background	26
	Executive Summary	27
	Consolidated Results of Operations	28
	Segment Results	30
	Outlook	32
	Environmental Matters	32
	Legal Matters and Contingencies	33
	Liquidity, Investment Activity and Other Financial Data	34
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	38
Item 4.	Controls and Procedures	39
	Cautionary Statement Regarding Forward-Looking Statements	40
Part II — Other Information		42
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
SIGNATURES		44

2

Part I — Financial Information

Item 1.  Financial Statements.

OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES

Condensed Balance Sheets

(In millions, except per share data)

(Unaudited)

	March 31, 2021		December 31, 2020		March 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	259.9	$	189.7	$	194.5
Receivables, net	963.7		770.9		802.9
Income taxes receivable	13.4		15.1		19.9
Inventories, net	679.5		674.7		667.5
Other current assets	96.5		66.7		54.5
Total current assets	2,013.0		1,717.1		1,739.3
Property, plant and equipment (less accumulated depreciation of $3,804.4, $3,719.8 and $3,373.8)	3,073.4		3,171.0		3,282.7
Operating lease assets, net	383.6		360.7		366.5
Deferred income taxes	11.1		11.2		39.6
Other assets	1,171.0		1,191.3		1,205.3
Intangible assets, net	381.0		399.4		431.4
Goodwill	1,420.1		1,420.2		2,119.6
Total assets	$	8,453.2	$	8,270.9	$	9,184.4
Liabilities and Shareholders’ Equity
Current liabilities:
Current installments of long-term debt	$	42.1	$	26.3	$	2.0
Accounts payable	716.6		729.2		668.1
Income taxes payable	13.4		10.7		7.4
Current operating lease liabilities	78.7		74.7		76.6
Accrued liabilities	367.4		358.0		811.8
Total current liabilities	1,218.2		1,198.9		1,565.9
Long-term debt	3,706.0		3,837.5		3,489.5
Operating lease liabilities	310.5		291.6		295.0
Accrued pension liability	699.8		733.3		778.0
Deferred income taxes	492.3		443.2		449.9
Other liabilities	329.8		315.6		317.0
Total liabilities	6,756.6		6,820.1		6,895.3
Commitments and contingencies
Shareholders’ equity:
Common stock, $1.00 par value per share:  authorized, 240.0 shares; issued and outstanding, 159.2, 158.0 and 157.8 shares	159.2		158.0		157.8
Additional paid-in capital	2,164.3		2,137.8		2,122.8
Accumulated other comprehensive loss	(683.7)		(689.9)		(821.1)
Retained earnings (accumulated deficit)	56.8		(155.1)		829.6
Total shareholders’ equity	1,696.6		1,450.8		2,289.1
Total liabilities and shareholders’ equity	$	8,453.2	$	8,270.9	$	9,184.4

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

3

OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES

Condensed Statements of Operations

(In millions, except per share data)

(Unaudited)

	Three Months Ended March 31,
	2021		2020
Sales	$	1,918.8	$	1,425.1
Operating expenses:
Cost of goods sold	1,423.8		1,374.2
Selling and administration	106.9		96.7
Restructuring charges	6.9		1.7
Operating income (loss)	381.2		(47.5)
Interest expense	84.5		63.1
Interest income	0.1		0.1
Non-operating pension income	9.3		4.6
Income (loss) before taxes	306.1		(105.9)
Income tax provision (benefit)	62.5		(25.9)
Net income (loss)	$	243.6	$	(80.0)
Net income (loss) per common share:
Basic	$	1.54	$	(0.51)
Diluted	$	1.51	$	(0.51)
Average common shares outstanding:
Basic	158.6		157.8
Diluted	160.8		157.8

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

4

OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES

Condensed Statements of Comprehensive Income (Loss)

(In millions)

(Unaudited)

	Three Months Ended March 31,
	2021		2020
Net income (loss)	$	243.6	$	(80.0)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net	(11.4)		(9.0)
Unrealized gains (losses) on derivative contracts, net	7.0		(17.9)
Amortization of prior service costs and actuarial losses, net	10.6		9.2
Total other comprehensive income (loss), net of tax	6.2		(17.7)
Comprehensive income (loss)	$	249.8	$	(97.7)

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

5

OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES

Condensed Statements of Shareholders’ Equity

(In millions, except per share data)

(Unaudited)

	Three Months Ended March 31,
	2021		2020
Common Stock
Balance at beginning of year	$	158.0	$	157.7
Common stock issued for:
Stock options exercised	1.2		—
Other transactions	—		0.1
Balance at end of period	$	159.2	$	157.8
Additional Paid-In Capital
Balance at beginning of year	$	2,137.8	$	2,122.1
Common stock issued for:
Stock options exercised	24.5		0.5
Other transactions	1.4		2.8
Stock-based compensation	0.6		(2.6)
Balance at end of period	$	2,164.3	$	2,122.8
Accumulated Other Comprehensive Loss
Balance at beginning of year	$	(689.9)	$	(803.4)
Other comprehensive income (loss)	6.2		(17.7)
Balance at end of period	$	(683.7)	$	(821.1)
Retained Earnings
Balance at beginning of year	$	(155.1)	$	941.1
Net income (loss)	243.6		(80.0)
Common stock dividends paid	(31.7)		(31.5)
Balance at end of period	$	56.8	$	829.6
Total Shareholders’ Equity	$	1,696.6	$	2,289.1
Dividends declared per share of common stock	$	0.20	$	0.20

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

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OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES

Condensed Statements of Cash Flows

(In millions)

(Unaudited)

	Three Months Ended March 31,
	2021		2020
Operating Activities
Net income (loss)	$	243.6	$	(80.0)
Adjustments to reconcile net income (loss) to net cash and cash equivalents provided by (used for) operating activities:
Stock-based compensation	2.0		0.2
Depreciation and amortization	145.2		146.5
Deferred income taxes	51.6		(6.5)
Qualified pension plan contributions	(0.1)		(0.1)
Qualified pension plan income	(7.3)		(2.8)
Change in:
Receivables	(207.1)		(66.1)
Income taxes receivable/payable	4.6		(18.3)
Inventories	(10.7)		24.3
Other current assets	12.2		(32.7)
Accounts payable and accrued liabilities	(3.3)		(7.7)
Other assets	8.2		—
Other noncurrent liabilities	11.2		(2.0)
Other operating activities	1.0		(2.7)
Net operating activities	251.1		(47.9)
Investing Activities
Capital expenditures	(51.2)		(95.9)
Net investing activities	(51.2)		(95.9)
Financing Activities
Long-term debt:
Borrowings	365.0		225.0
Repayments	(485.2)		(75.4)
Stock options exercised	25.7		0.5
Dividends paid	(31.7)		(31.5)
Debt issuance costs	(3.1)		(0.4)
Net financing activities	(129.3)		118.2
Effect of exchange rate changes on cash and cash equivalents	(0.4)		(0.8)
Net increase (decrease) in cash and cash equivalents	70.2		(26.4)
Cash and cash equivalents, beginning of year	189.7		220.9
Cash and cash equivalents, end of period	$	259.9	$	194.5
Cash paid for interest and income taxes:
Interest, net	$	98.2	$	58.5
Income taxes, net of refunds	$	4.7	$	2.5
Non-cash investing activities:
Decrease in capital expenditures included in accounts payable and accrued liabilities	$	28.9	$	25.4

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

7

OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES

Notes to Condensed Financial Statements

(Unaudited)

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 manufacturer concentrated in three business segments:  Chlor Alkali Products and Vinyls, Epoxy and Winchester.  The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride (EDC) and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, trichloroethylene, 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, bisphenol, cumene and phenol), allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and downstream products such as converted epoxy resins and additives. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges.

We have prepared the condensed financial statements included herein, without audit, pursuant to the rules and regulations of the United States (U.S.) Securities and Exchange Commission (SEC). The preparation of the financial statements requires estimates and assumptions that affect amounts reported and disclosed in the financial statements and related notes. In our opinion, these financial statements reflect all adjustments (consisting only of normal accruals), which are necessary to present fairly the results for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations; however, we believe that the disclosures are appropriate. We recommend that you read these condensed financial statements in conjunction with the financial statements, accounting policies and the notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2020. Certain reclassifications were made to prior year amounts to conform to the 2021 presentation.

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2020-04, “Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (ASU 2020-04) which creates a new topic, Accounting Standards Codification (ASC) 848 “Reference Rate Reform.”  Subsequent to the issuance of ASU 2020-04, ASC 848 was amended by ASU 2021-01, “Scope” which amended and clarified the application and scope of the aforementioned update. This update provides optional guidance to ease the potential accounting burden associated with transition away from reference rates that are expected to be discontinued at the end of 2021, at which time financial institutions will no longer be required to report information that is currently used to determine the London Interbank Offered Rate (LIBOR) and other reference rates.  This update allows companies to treat contract amendments to existing contracts for the purpose of establishing a new reference rate as continuations of those contracts without additional analysis, as long as the modification was made to establish a new reference rate.  This update applies prospectively to contract modifications.  The optional guidance was effective on March 12, 2020 and can be adopted beginning January 1, 2020 or any date thereafter until December 31, 2022, at which time the optional guidance can no longer be applied to contract amendments to existing contracts. We adopted the provisions of this update on January 1, 2020 and will apply this guidance prospectively to contract modifications that are entered into for the purpose of establishing a new reference rate.  We are currently evaluating the prospective impact on our consolidated financial statements; however, for the three months ended March 31, 2021, this update did not have a material impact on our consolidated financial statements.

NOTE 3. RESTRUCTURING CHARGES

On March 15, 2021, we announced that we had made the decision to permanently close approximately 50% of our diaphragm-grade chlor alkali capacity, representing 200,000 tons, at our McIntosh, AL facility (McIntosh Plan). The closure was completed in the first quarter of 2021. For the three months ended March 31, 2021, we recorded pretax restructuring charges of $4.4 million for lease and other contract termination costs related to this action. We expect to incur additional restructuring charges through 2022 of approximately $5 million related to this action.

On January 18, 2021, we announced that we had made the decision to permanently close our trichloroethylene and anhydrous hydrogen chloride liquefaction facilities in Freeport, TX (collectively, Freeport 2021 Plan), before the end of 2021. For the three months ended March 31, 2021, we recorded pretax restructuring charges of $1.3 million for facility exit costs

8

related to these actions. We expect to incur additional restructuring charges through 2023 of approximately $23 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 was closed during fourth quarter of 2020. The related chlor alkali plant closure is expected to be completed in second quarter of 2021.  For the three months ended March 31, 2021, we recorded pretax restructuring charges of $0.8 million for facility exit costs related to these actions. We expect to incur additional restructuring charges through 2025 of approximately $45 million related to these actions.

On March 21, 2016, we announced that we had made the decision to close a combined total of 433,000 tons of chlor alkali capacity across three separate locations (collectively, Chlor Alkali 2016 Plan). Associated with this action, we have permanently closed our Henderson, NV chlor alkali plant with 153,000 tons of capacity and have reconfigured the site to manufacture bleach and distribute caustic soda and hydrochloric acid. Also, the capacity of our Niagara Falls, NY chlor alkali plant has been reduced from 300,000 tons to 240,000 tons and the chlor alkali capacity at our Freeport, TX facility was reduced by 220,000 tons. This 220,000 ton reduction was entirely from diaphragm cell capacity. For the three months ended March 31, 2021 and 2020, we recorded pretax restructuring charges of $0.4 million and $1.7 million, respectively, for facility exit costs, employee severance and related benefit costs and lease and other contract termination costs related to these actions. We expect to incur additional restructuring charges through 2021 of approximately $2 million related to these capacity reductions.

The following table summarizes the 2021 and 2020 activities by major component of these restructuring actions and the remaining balances of accrued restructuring costs as of March 31, 2021 and 2020:

	Employee severance and related benefit costs		Lease and other contract termination costs		Facility exit costs		Total
	($ in millions)
Balance at January 1, 2020	$	—	$	3.1	$	—	$	3.1
Restructuring charges	0.1		0.1		1.5		1.7
Amounts utilized	(0.1)		(0.2)		(1.5)		(1.8)
Balance at March 31, 2020	$	—	$	3.0	$	—	$	3.0
Balance at January 1, 2021	$	1.8	$	1.7	$	—	$	3.5
Restructuring charges	—		4.6		2.3		6.9
Amounts utilized	(0.4)		(0.1)		(2.3)		(2.8)
Balance at March 31, 2021	$	1.4	$	6.2	$	—	$	7.6

The following table summarizes the cumulative restructuring charges of these restructuring actions by major component through March 31, 2021:

	Chlor Alkali Products and Vinyls								Total
	McIntosh Plan		Freeport 2021 Plan		Freeport 2019 Plan		Chlor Alkali 2016 Plan
	($ in millions)
Write-off of equipment and facility	$	—	$	—	$	58.9	$	78.1	$	137.0
Employee severance and related benefit costs	—		—		2.1		6.7		8.8
Facility exit costs	—		1.3		2.5		52.2		56.0
Employee relocation costs	—		—		—		1.7		1.7
Lease and other contract termination costs	4.4		—		—		42.4		46.8
Total cumulative restructuring charges	$	4.4	$	1.3	$	63.5	$	181.1	$	250.3

As of March 31, 2021, we have incurred cash expenditures of $105.7 million and non-cash charges of $137.0 million related to these restructuring actions. The remaining balance of $7.6 million is expected to be paid out through 2031.

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NOTE 4. ACCOUNTS RECEIVABLES

We maintain a $250.0 million Receivables Financing Agreement (Receivables Financing Agreement) that is scheduled to mature July 15, 2022. The Receivables Financing Agreement includes a minimum borrowing requirement of 50% of the facility limit or available borrowing capacity, whichever is lesser. The administrative agent for our Receivables Financing Agreement is PNC Bank, National Association.  Under the Receivables Financing Agreement, our eligible trade receivables are used for collateralized borrowings and continue to be serviced by us. In addition, the Receivables Financing Agreement incorporates the secured leverage covenant that is contained in the $1,615.0 million senior secured credit facility. As of March 31, 2021, $393.9 million of our trade receivables were pledged as collateral. As of March 31, 2021, we had $125.0 million drawn with $125.0 million of additional borrowing capacity available under the Receivables Financing Agreement. As of December 31, 2020 and March 31, 2020, we had $125.0 million and $150.0 million, respectively, drawn under the Receivables Financing Agreement.

Olin also has trade accounts receivable factoring arrangements (AR Facilities) and pursuant to the terms of the AR Facilities, certain of our domestic subsidiaries may sell their accounts receivable up to a maximum of $228.0 million and certain of our foreign subsidiaries may sell their accounts receivable up to a maximum of €35.3 million. We will continue to service the outstanding accounts sold.  These receivables qualify for sales treatment under ASC 860 “Transfers and Servicing” and, accordingly, the proceeds are included in net cash provided by operating activities in the condensed statements of cash flows.  The following table summarizes the AR Facilities activity:

	March 31,
	2021		2020
	($ in millions)
Balance at beginning of year	$	48.8	$	63.1
Gross receivables sold	312.0		262.0
Payments received from customers on sold accounts	(218.3)		(256.2)
Balance at end of period	$	142.5	$	68.9

The factoring discount paid under the AR Facilities is recorded as interest expense on the condensed statements of operations. The factoring discount was $0.4 million and $0.6 million for the three months ended March 31, 2021 and 2020, respectively. The agreements are without recourse and therefore no recourse liability had been recorded as of March 31, 2021, December 31, 2020 or March 31, 2020.

Our condensed balance sheets included an allowance for doubtful accounts receivables of $12.2 million, $12.3 million and $11.8 million and other receivables of $60.3 million, $62.4 million and $89.2 million at March 31, 2021, December 31, 2020 and March 31, 2020, respectively, which were included in receivables, net.

NOTE 5. INVENTORIES

Inventories consisted of the following:

	March 31, 2021		December 31, 2020		March 31, 2020
	($ in millions)
Supplies	$	113.9	$	113.8	$	108.6
Raw materials	123.1		116.3		75.6
Work in process	134.3		133.2		106.4
Finished goods	366.2		359.6		419.5
Inventories excluding LIFO reserve	737.5		722.9		710.1
LIFO reserve	(58.0)		(48.2)		(42.6)
Inventories, net	$	679.5	$	674.7	$	667.5

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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. Cost for other inventories has been determined principally by the average-cost method (primarily operating supplies, spare parts and maintenance parts). Elements of costs in inventories included raw materials, direct labor and manufacturing overhead. Inventories under the LIFO method are based on annual estimates of quantities and costs as of year-end; therefore, the condensed financial statements at March 31, 2021 reflect certain estimates relating to inventory quantities and costs at December 31, 2021. The replacement cost of our inventories would have been approximately $58.0 million, $48.2 million and $42.6 million higher than reported at March 31, 2021, December 31, 2020 and March 31, 2020, respectively.

NOTE 6. OTHER ASSETS

Included in other assets were the following:

	March 31, 2021		December 31, 2020		March 31, 2020
	($ in millions)
Supply contracts	$	1,106.2	$	1,122.9	$	1,165.7
Other	64.8		68.4		39.6
Other assets	$	1,171.0	$	1,191.3	$	1,205.3

We have entered into various arrangements for the long-term supply of ethylene and electricity. A payment of $461.0 million was made during the second quarter of 2020 associated with a previously executed option to reserve additional ethylene at producer economics from The Dow Chemical Company (Dow). The original liability was discounted and recorded at present value as of March 31, 2017. For the three months ended March 31, 2020, $4.0 million of interest expense was recorded for accretion on the 2020 payment liability discount.

Amortization expense of $17.5 million and $22.3 million for the three months ended March 31, 2021 and 2020, respectively, was recognized within cost of goods sold related to our long-term supply contracts and is reflected in depreciation and amortization on the condensed statements of cash flows. The long-term supply contracts are monitored for impairment each reporting period.

NOTE 7. GOODWILL AND INTANGIBLE ASSETS

Changes in the carrying value of goodwill were as follows:

	Chlor Alkali Products and Vinyls		Epoxy		Total
	($ in millions)
Balance at January 1, 2020	$	1,832.7	$	287.0	$	2,119.7
Foreign currency translation adjustment	(0.1)		—		(0.1)
Balance at March 31, 2020	$	1,832.6	$	287.0	$	2,119.6
Balance at January 1, 2021(1)	$	1,275.3	$	144.9	$	1,420.2
Foreign currency translation adjustment	(0.1)		—		(0.1)
Balance at March 31, 2021(1)	$	1,275.2	$	144.9	$	1,420.1

(1)     The Chlor Alkali Products and Vinyls, Epoxy and total goodwill balances are net of $557.6 million, $142.2 million and $699.8 million of accumulated impairment losses recorded during the third quarter of 2020.

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Intangible assets consisted of the following:

	March 31, 2021						December 31, 2020						March 31, 2020
	Gross Amount		Accumulated Amortization		Net		Gross Amount		Accumulated Amortization		Net		Gross Amount		Accumulated Amortization		Net
	($ in millions)
Customers, customer contracts and relationships	$	677.2	$	(323.5)	$	353.7	$	681.0	$	(312.5)	$	368.5	$	671.7	$	(272.5)	$	399.2
Trade name	—		—		—		—		—		—		7.0		(6.3)		0.7
Acquired technology	94.3		(68.2)		26.1		95.0		(65.3)		29.7		84.8		(54.5)		30.3
Other	1.8		(0.6)		1.2		1.8		(0.6)		1.2		1.8		(0.6)		1.2
Total intangible assets	$	773.3	$	(392.3)	$	381.0	$	777.8	$	(378.4)	$	399.4	$	765.3	$	(333.9)	$	431.4

NOTE 8. EARNINGS PER SHARE

Basic and diluted net income (loss) per share are 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.

	Three Months Ended March 31,
	2021		2020
Computation of Net Income (Loss) per Share	(In millions, except per share data)
Net income (loss)	$	243.6	$	(80.0)
Basic shares	158.6		157.8
Basic net income (loss) per share	$	1.54	$	(0.51)
Diluted shares:
Basic shares	158.6		157.8
Stock-based compensation	2.2		—
Diluted shares	160.8		157.8
Diluted net income (loss) per share	$	1.51	$	(0.51)

The computation of dilutive shares does not include 3.2 million and 10.5 million shares for the three months ended March 31, 2021 and 2020, respectively, as their effect would have been anti-dilutive.

NOTE 9. ENVIRONMENTAL

We are party to various government and private environmental actions associated with past manufacturing facilities and former waste disposal sites. Environmental provisions charged to income, which are included in costs of goods sold, were as follows:

	Three Months Ended March 31,
	2021		2020
	($ in millions)
Provisions charged to income	$	2.5	$	2.6
Recoveries for costs incurred and expensed	(2.2)		—
Environmental expense	$	0.3	$	2.6

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Environmental expense for the three months ended March 31, 2021 includes $2.2 million of insurance recoveries for environmental costs incurred and expensed in prior periods.  The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites amounting to $147.2 million, $147.2 million and $139.1 million at March 31, 2021, December 31, 2020 and March 31, 2020, respectively, of which $128.2 million, $128.2 million and $122.1 million, respectively, were classified as other noncurrent liabilities.

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.

NOTE 10. COMMITMENTS AND CONTINGENCIES

Olin, K.A. Steel Chemicals (a wholly owned subsidiary of Olin) and other caustic soda producers were named as defendants in six purported class action civil lawsuits filed March 22, 25 and 26, 2019 and April 12, 2019 in the U.S. District Court for the Western District of New York on behalf of the respective named plaintiffs and a putative class comprised of all persons and entities who purchased caustic soda in the U.S. directly from one or more of the defendants, their parents, predecessors, subsidiaries or affiliates at any time on or after October 1, 2015.  Olin, K.A. Steel Chemicals and other caustic soda producers were also named as defendants in two purported class action civil lawsuits filed July 25 and 29, 2019 in the U.S. District Court for the Western District of New York on behalf of the respective named plaintiffs and a putative class comprised of all persons and entities who purchased caustic soda in the U.S. indirectly from distributors at any time on or after October 1, 2015.  The other defendants named in the lawsuits are Occidental Petroleum Corporation, Occidental Chemical Corporation d/b/a OxyChem, Westlake Chemical Corporation, Shin-Etsu Chemical Co., Ltd., Shintech Incorporated, Formosa Plastics Corporation, and Formosa Plastics Corporation, U.S.A. The lawsuits allege the defendants conspired to fix, raise, maintain and stabilize the price of caustic soda, restrict domestic (U.S.) supply of caustic soda and allocate caustic soda customers. Plaintiffs seek an unspecified amount of damages and injunctive relief.

Olin, K.A. Steel Chemical, Olin Canada ULC, 3229897 Nova Scotia Co. (wholly owned subsidiaries of Olin) and other alleged caustic soda producers were named as defendants in a proposed class action civil lawsuit filed on October 7, 2020 in the Quebec Superior Court (Province of Quebec) on behalf of the respective named plaintiff and a putative class comprised of all Canadian persons and entities who, between October 1, 2015 and the date of the eventual class action certification, directly or indirectly purchased caustic soda or products containing caustic soda, produced by one or more of the defendants. Olin, K.A. Steel Chemical, Olin Canada ULC, 3229897 Nova Scotia Co. and other alleged caustic soda producers were also named as defendants in a proposed class action civil lawsuit filed November 13, 2020 in the Federal Court of Canada on behalf of the respective named plaintiff and a putative class comprised of all legal persons in Canada who, at any time on or after October 1, 2015 to the present, directly or indirectly purchased caustic soda. The other defendants named in the two Canadian lawsuits are Occidental Petroleum Corporation, Occidental Chemical Corporation, Oxy Canada Sales, Inc., Westlake Chemical Corporation, Axiall Canada, Inc., Shin-Etsu Chemical Co., Ltd., Shintech Incorporated, Formosa Plastics Corporation, and Formosa Plastics Corporation, U.S.A. The lawsuits allege the defendants conspired to fix, raise, maintain control, and stabilize the price of caustic soda, divide and allocate markets, sales, customers and territories, fix, maintain, control, prevent, restrict, lessen or eliminate production and supply of caustic soda, and agree to idle capacity of production and/or refrain from increasing their production capacity. Plaintiffs seek an unspecified amount of damages, including punitive damages.

We believe we have meritorious legal positions and will continue to represent our interests vigorously in this matter. Any losses related to this matter are not currently estimable because of unresolved questions of fact and law, but if resolved unfavorably to Olin, could have a material adverse effect on our financial position, cash flows or results of operations.

We, and our subsidiaries, are defendants in various other legal actions (including proceedings based on alleged exposures to asbestos) incidental to our past and current business activities. As of March 31, 2021, December 31, 2020 and March 31, 2020, our condensed balance sheets included accrued liabilities for these other legal actions of $13.8 million, $13.5 million and $12.0 million, respectively. These liabilities do not include costs associated with legal representation. Based on our analysis, and considering the inherent uncertainties associated with litigation, we do not believe that it is reasonably possible that these other legal actions will materially adversely affect our financial position, cash flows or results of operations.

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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 11. SHAREHOLDERS’ EQUITY

On April 26, 2018, our board of directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $500.0 million.  This program will terminate upon the purchase of $500.0 million of our common stock.

There were no shares repurchased for both the three months ended March 31, 2021 and 2020. As of March 31, 2021, we had repurchased a total of $195.9 million of our common stock, representing 10.1 million shares, and $304.1 million of common stock remained authorized to be repurchased.

We issued 1.2 million and less than 0.1 million shares representing stock options exercised for the three months ended March 31, 2021 and 2020, respectively, with a total value of $25.7 million and $0.5 million, respectively.

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

	Foreign Currency Translation Adjustment (net of taxes)		Unrealized (Losses) Gains on Derivative Contracts (net of taxes)		Pension and Other Postretirement Benefits (net of taxes)		Accumulated Other Comprehensive Loss
	($ in millions)
Balance at January 1, 2020	$	(8.4)	$	(13.6)	$	(781.4)	$	(803.4)
Unrealized losses	(9.0)		(35.1)		—		(44.1)
Reclassification adjustments of losses into income	—		11.6		11.9		23.5
Tax benefit (provision)	—		5.6		(2.7)		2.9
Net change	(9.0)		(17.9)		9.2		(17.7)
Balance at March 31, 2020	$	(17.4)	$	(31.5)	$	(772.2)	$	(821.1)
Balance at January 1, 2021	$	19.4	$	21.4	$	(730.7)	$	(689.9)
Unrealized (losses) gains	(11.4)		122.0		—		110.6
Reclassification adjustments of (gains) losses into income	—		(112.8)		13.7		(99.1)
Tax provision	—		(2.2)		(3.1)		(5.3)
Net change	(11.4)		7.0		10.6		6.2
Balance at March 31, 2021	$	8.0	$	28.4	$	(720.1)	$	(683.7)

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 losses from accumulated other comprehensive loss.

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NOTE 12. SEGMENT INFORMATION

We define segment results as income (loss) before interest expense, interest income, goodwill impairment charges, 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 used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment. Sales and profits are recognized in the Chlor Alkali Products and Vinyls segment for all caustic soda generated and sold by Olin. Sales are attributed to geographic areas based on customer location.

	Three Months Ended March 31,
	2021		2020
Sales:	($ in millions)
Chlor Alkali Products and Vinyls	$	867.0	$	759.9
Epoxy	662.6		477.2
Winchester	389.2		188.0
Total sales	$	1,918.8	$	1,425.1
Income (loss) before taxes:
Chlor Alkali Products and Vinyls	$	271.1	$	(34.3)
Epoxy	65.2		11.7
Winchester	85.1		10.5
Corporate/other:
Environmental expense	(0.3)		(2.6)
Other corporate and unallocated costs	(33.0)		(31.1)
Restructuring charges	(6.9)		(1.7)
Interest expense	(84.5)		(63.1)
Interest income	0.1		0.1
Non-operating pension income	9.3		4.6
Income (loss) before taxes	$	306.1	$	(105.9)

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	Three Months Ended March 31,
	2021		2020
Sales by geography:	($ in millions)
Chlor Alkali Products and Vinyls
United States	$	577.0	$	533.9
Europe	29.5		30.2
Other foreign	260.5		195.8
Total Chlor Alkali Products and Vinyls	867.0		759.9
Epoxy
United States	158.3		158.8
Europe	320.0		194.4
Other foreign	184.3		124.0
Total Epoxy	662.6		477.2
Winchester
United States	365.0		174.1
Europe	3.8		2.5
Other foreign	20.4		11.4
Total Winchester	389.2		188.0
Total
United States	1,100.3		866.8
Europe	353.3		227.1
Other foreign	465.2		331.2
Total sales	$	1,918.8	$	1,425.1

	Three Months Ended March 31,
	2021		2020
Sales by product line:	($ in millions)
Chlor Alkali Products and Vinyls
Caustic soda	$	347.0	$	360.2
Chlorine, chlorine-derivatives and other co-products	520.0		399.7
Total Chlor Alkali Products and Vinyls