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 September 30, 2023

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 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 September 30, 2023, 122,549,597 shares of the registrant’s common stock were outstanding.

1

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	29
	Business Background	29
	Executive Summary	29
	Consolidated Results of Operations	30
	Segment Results	33
	Outlook	36
	Environmental Matters	36
	Legal Matters and Contingencies	37
	Liquidity and Capital Resources	38
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	41
Item 4.	Controls and Procedures	42
	Cautionary Statement Regarding Forward-Looking Statements	42
Part II — Other Information		44
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
SIGNATURES		46

2

Part I — Financial Information

Item 1.  Financial Statements.

OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES

Condensed Balance Sheets

(In millions, except per share data)

(Unaudited)

	September 30, 2023		December 31, 2022		September 30, 2022
Assets
Current assets:
Cash and cash equivalents	$	158.3	$	194.0	$	163.6
Receivables, net	894.2		924.6		1,075.4
Income taxes receivable	28.0		43.2		26.0
Inventories, net	977.7		941.9		945.1
Other current assets	42.8		52.7		74.9
Total current assets	2,101.0		2,156.4		2,285.0
Property, plant and equipment (less accumulated depreciation of $4,724.6, $4,413.1 and $4,296.5)	2,490.2		2,674.1		2,690.8
Operating lease assets, net	331.0		356.0		371.4
Deferred income taxes	106.1		60.5		81.9
Other assets	1,117.3		1,102.5		1,090.7
Intangible assets, net	248.6		273.8		279.2
Goodwill	1,421.0		1,420.9		1,421.2
Total assets	$	7,815.2	$	8,044.2	$	8,220.2
Liabilities and Shareholders’ Equity
Current liabilities:
Current installments of long-term debt	$	78.9	$	9.7	$	1.0
Accounts payable	717.6		837.7		892.6
Income taxes payable	171.5		133.4		183.2
Current operating lease liabilities	68.3		71.8		74.3
Accrued liabilities	361.0		508.8		467.6
Total current liabilities	1,397.3		1,561.4		1,618.7
Long-term debt	2,711.2		2,571.0		2,580.4
Operating lease liabilities	270.4		292.5		305.1
Accrued pension liability	212.7		234.5		286.3
Deferred income taxes	500.7		507.3		546.8
Other liabilities	355.4		333.9		333.2
Total liabilities	5,447.7		5,500.6		5,670.5
Commitments and contingencies
Shareholders’ equity:
Common stock, $1.00 par value per share:  authorized, 240.0 shares; issued and outstanding, 122.5, 132.3 and 137.0 shares	122.5		132.3		137.0
Additional paid-in capital	130.1		682.7		920.3
Accumulated other comprehensive loss	(480.3)		(495.9)		(562.3)
Retained earnings	2,555.2		2,224.5		2,054.7
Olin Corporation’s shareholders’ equity	2,327.5		2,543.6		2,549.7
Noncontrolling interests	40.0		—		—
Total equity	2,367.5		2,543.6		2,549.7
Total liabilities and equity	$	7,815.2	$	8,044.2	$	8,220.2

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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Sales	$	1,671.4	$	2,321.7	$	5,218.4	$	7,399.2
Operating expenses:
Cost of goods sold	1,402.3		1,840.9		4,236.6		5,599.8
Selling and administration	90.9		92.7		303.9		296.0
Restructuring charges	11.9		7.6		92.0		14.3
Other operating (expense) income	(0.3)		13.0		27.2		16.3
Operating income	166.0		393.5		613.1		1,505.4
Interest expense	46.2		36.0		133.9		103.4
Interest income	1.0		0.5		3.2		1.2
Non-operating pension income	5.9		9.9		17.0		29.0
Income before taxes	126.7		367.9		499.4		1,432.2
Income tax provision	22.2		52.7		96.2		301.9
Net income	$	104.5	$	315.2	$	403.2	$	1,130.3
Net income (loss) attributable to noncontrolling interests	0.4		—		(4.1)		—
Net income attributable to Olin Corporation	$	104.1	$	315.2	$	407.3	$	1,130.3
Net income attributable to Olin Corporation per common share:
Basic	$	0.84	$	2.23	$	3.19	$	7.62
Diluted	$	0.82	$	2.18	$	3.12	$	7.44
Average common shares outstanding:
Basic	124.2		141.2		127.5		148.3
Diluted	127.0		144.3		130.6		151.9

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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income	$	104.5	$	315.2	$	403.2	$	1,130.3
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(3.3)		(25.1)		(6.3)		(61.6)
Gains (losses) on derivative contracts, net	6.2		(8.7)		21.0		(33.0)
Amortization of prior service costs and actuarial losses, net	0.2		7.0		0.9		20.3
Total other comprehensive income (loss), net of tax	3.1		(26.8)		15.6		(74.3)
Comprehensive income	107.6		288.4		418.8		1,056.0
Comprehensive income (loss) attributable to noncontrolling interests	0.4		—		(4.1)		—
Comprehensive income attributable to Olin Corporation	$	107.2	$	288.4	$	422.9	$	1,056.0

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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Common Stock
Balance at beginning of period	$	125.8	$	145.1	$	132.3	$	156.8
Common stock repurchased and retired	(3.7)		(8.2)		(10.8)		(20.8)
Common stock issued for:
Stock options exercised	0.4		—		0.8		0.9
Other transactions	—		0.1		0.2		0.1
Balance at end of period	$	122.5	$	137.0	$	122.5	$	137.0
Additional Paid-In Capital
Balance at beginning of period	$	313.7	$	1,318.5	$	682.7	$	1,969.6
Common stock repurchased and retired	(198.3)		(402.7)		(584.3)		(1,079.8)
Common stock issued for:
Stock options exercised	9.9		0.4		21.5		20.4
Other transactions	0.1		0.1		1.6		3.1
Stock-based compensation	4.7		4.0		8.6		7.0
Balance at end of period	$	130.1	$	920.3	$	130.1	$	920.3
Accumulated Other Comprehensive Loss
Balance at beginning of period	$	(483.4)	$	(535.5)	$	(495.9)	$	(488.0)
Other comprehensive income (loss)	3.1		(26.8)		15.6		(74.3)
Balance at end of period	$	(480.3)	$	(562.3)	$	(480.3)	$	(562.3)
Retained Earnings
Balance at beginning of period	$	2,475.9	$	1,768.0	$	2,224.5	$	1,013.8
Net income	104.1		315.2		407.3		1,130.3
Common stock dividends paid	(24.8)		(28.5)		(76.6)		(89.4)
Balance at end of period	$	2,555.2	$	2,054.7	$	2,555.2	$	2,054.7
Olin Corporation’s Shareholders’ Equity	$	2,327.5	$	2,549.7	$	2,327.5	$	2,549.7
Noncontrolling Interests
Balance at beginning of period	$	39.6	$	—	$	—	$	—
Net income (loss)	0.4		—		(4.1)		—
Contributions from noncontrolling interests	—		—		44.1		—
Balance at end of period	$	40.0	$	—	$	40.0	$	—
Total Equity	$	2,367.5	$	2,549.7	$	2,367.5	$	2,549.7
Dividends declared per share of common stock	$	0.20	$	0.20	$	0.60	$	0.60

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

6

OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES

Condensed Statements of Cash Flows

(In millions)

(Unaudited)

	Nine Months Ended September 30,
	2023		2022
Operating Activities
Net income	$	403.2	$	1,130.3
Adjustments to reconcile net income to net cash and cash equivalents provided by (used for) operating activities:
Gains on disposition of property, plant and equipment	(27.0)		(13.0)
Stock-based compensation	13.2		10.4
Depreciation and amortization	404.9		450.3
Deferred income taxes	(60.6)		(3.7)
Write-off of equipment and facility included in restructuring charges	17.7		—
Qualified pension plan contributions	(1.6)		(0.9)
Qualified pension plan income	(15.0)		(24.7)
Change in:
Receivables	28.4		(25.8)
Income taxes receivable/payable	55.3		75.5
Inventories	(43.4)		(102.9)
Other current assets	9.8		5.8
Accounts payable and accrued liabilities	(222.7)		31.7
Other assets	(27.2)		(17.5)
Other noncurrent liabilities	29.5		(9.1)
Other operating activities	(6.8)		3.3
Net operating activities	557.7		1,509.7
Investing Activities
Capital expenditures	(173.0)		(168.4)
Payments under other long-term supply contracts	(46.2)		—
Proceeds from disposition of property, plant and equipment	28.8		14.9
Other investing activities	(3.6)		—
Net investing activities	(194.0)		(153.5)
Financing Activities
Long-term debt:
Borrowings	587.7		215.0
Repayments	(381.1)		(415.9)
Common stock repurchased and retired	(595.1)		(1,100.6)
Stock options exercised	22.3		21.3
Dividends paid	(76.6)		(89.4)
Contributions received from noncontrolling interests	44.1		—
Net financing activities	(398.7)		(1,369.6)
Effect of exchange rate changes on cash and cash equivalents	(0.7)		(3.5)
Net decrease in cash and cash equivalents	(35.7)		(16.9)
Cash and cash equivalents, beginning of year	194.0		180.5
Cash and cash equivalents, end of period	$	158.3	$	163.6
Cash paid for interest and income taxes:
Interest, net	$	148.9	$	122.1
Income taxes, net of refunds	$	81.9	$	213.0
Non-cash investing activities:
Decrease in capital expenditures included in accounts payable and accrued liabilities	$	17.9	$	12.0

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 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 systems and growth 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.

On January 10, 2023, Blue Water Alliance (BWA), our joint venture with Mitsui & Co., Ltd. (Mitsui), began operations after receiving all necessary regulatory approvals. BWA is an independent global trader of 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 consolidated in our consolidated financial statements with Mitsui’s 49% interest in BWA classified as noncontrolling interest. All intercompany accounts and transactions are eliminated in consolidation.

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, 2022.

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

We do not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying condensed financial statements.

NOTE 3. RESTRUCTURING CHARGES

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 and second quarters of 2023 (collectively, Epoxy Optimization Plan). The foregoing actions will complete the rightsizing plan of our Epoxy business.

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 are expected to be 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. For the three and nine months ended September 30, 2023, we recorded restructuring charges of $8.6 million and $79.7 million, respectively, for the write-off of equipment and facility costs, employee severance and related benefit costs, contract

8

termination costs and facility exit costs related to these actions. We expect to incur additional restructuring charges through 2026 of approximately $45 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 third quarter of 2022. For the three months ended September 30, 2023 and 2022, we recorded restructuring charges of $0.7 million and $5.5 million, respectively, for lease and other contract termination costs, facility exit costs, and for the write-off of equipment and facility costs related to this action. For the nine months ended September 30, 2023 and 2022, we recorded restructuring charges of $4.6 million and $7.1 million, respectively, for lease and other contract termination costs, facility exit costs, and for the write-off of equipment and facility costs related to this action. We expect to incur additional restructuring charges through 2027 of approximately $25 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. For the three months ended September 30, 2023 and 2022, we recorded restructuring charges of $0.7 million and $0.4 million, respectively, for facility exit costs related to these actions. For the nine months ended September 30, 2023 and 2022, we recorded restructuring charges of $2.8 million and $1.9 million, respectively, for facility exit costs related to these actions. We expect to incur additional restructuring charges through 2025 of approximately $15 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. For the three months ended September 30, 2023 and 2022, we recorded restructuring charges of $1.9 million and $1.7 million, respectively, for facility exit costs related to these actions. For the nine months ended September 30, 2023 and 2022, we recorded restructuring charges of $4.9 million and $4.9 million, respectively, for facility exit costs related to these actions. We expect to incur additional restructuring charges through 2026 of approximately $25 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). For the nine months ended September 30, 2022, we recorded restructuring charges of $0.4 million, respectively, for facility exit costs and lease and other contract termination costs related to these actions. We do not expect to incur additional restructuring charges related to these capacity reductions.

9

The following table summarizes the 2023 and 2022 activities by major component of these restructuring actions and the remaining balances of accrued restructuring costs as of September 30, 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
	($ in millions)
Balance at January 1, 2022	$	6.9	$	5.4	$	—	$	—	$	12.3
Restructuring charges:
First quarter	—		0.1		2.6		0.4		3.1
Second quarter	—		0.2		3.1		0.3		3.6
Third quarter	—		—		4.9		2.7		7.6
Amounts utilized	(4.3)		(1.3)		(10.6)		(3.4)		(19.6)
Balance at September 30, 2022	$	2.6	$	4.4	$	—	$	—	$	7.0
Balance at January 1, 2023	$	9.4	$	4.2	$	—	$	—	$	13.6
Restructuring charges:
First quarter	—		39.7		8.4		12.8		60.9
Second quarter	3.3		1.7		9.3		4.9		19.2
Third quarter	2.6		2.0		7.3		—		11.9
Amounts utilized	(3.4)		(13.4)		(25.0)		(17.7)		(59.5)
Balance at September 30, 2023	$	11.9	$	34.2	$	—	$	—	$	46.1

The following table summarizes the cumulative restructuring charges of these restructuring actions by major component through September 30, 2023:

	Chlor Alkali Products and Vinyls								Epoxy		Corporate/other		Total
	McIntosh Plan		Freeport 2021 Plan		Freeport 2019 Plan		Chlor Alkali 2016 Plan		Epoxy Optimization Plan		Productivity Plan
	($ in millions)
Write-off of equipment and facility	$	2.7	$	—	$	58.9	$	78.1	$	18.3	$	—	$	158.0
Employee severance and related benefit costs	—		—		2.1		6.7		13.3		10.3		32.4
Facility exit costs	9.4		11.9		16.5		53.2		12.7		—		103.7
Employee relocation costs	—		—		—		1.7		—		—		1.7
Lease and other contract termination costs	6.4		—		—		43.0		43.4		—		92.8
Total cumulative restructuring charges	$	18.5	$	11.9	$	77.5	$	182.7	$	87.7	$	10.3	$	388.6

As of September 30, 2023, we have incurred cash expenditures of $184.5 million and non-cash charges of $158.0 million related to these restructuring actions. The remaining balance of $46.1 million is expected to be paid out through 2028.

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NOTE 4. EARNINGS PER SHARE

Basic and diluted net income attributable to Olin Corporation per share are computed by dividing net income attributable to Olin Corporation by the weighted-average number of common shares outstanding. Diluted net income attributable to Olin Corporation per share reflects the dilutive effect of stock-based compensation.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Computation of Net Income per Share	(In millions, except per share data)
Net income	$	104.5	$	315.2	$	403.2	$	1,130.3
Net income (loss) attributable to noncontrolling interests	0.4		—		(4.1)		—
Net income attributable to Olin Corporation	$	104.1	$	315.2	$	407.3	$	1,130.3
Basic shares	124.2		141.2		127.5		148.3
Basic net income attributable to Olin Corporation per share	$	0.84	$	2.23	$	3.19	$	7.62
Diluted shares:
Basic shares	124.2		141.2		127.5		148.3
Stock-based compensation	2.8		3.1		3.1		3.6
Diluted shares	127.0		144.3		130.6		151.9
Diluted net income attributable to Olin Corporation per share	$	0.82	$	2.18	$	3.12	$	7.44

The computation of dilutive shares does not include 1.3 million shares for both the three and nine months ended September 30, 2023 and 0.7 million shares for both the three and nine months ended September 30, 2022, as their effect would have been anti-dilutive.

NOTE 5. ACCOUNTS RECEIVABLES

We maintain a $425.0 million Receivables Financing Agreement (Receivables Financing Agreement) that is scheduled to mature on October 14, 2025. 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 net leverage ratio covenant that is contained in the $1,550.0 million Senior Credit Facility. As of September 30, 2023, December 31, 2022 and September 30, 2022, we had $350.0 million, $300.0 million and $300.0 million, respectively, drawn under the agreement. As of September 30, 2023, $489.4 million of our trade receivables were pledged as collateral and we had $7.2 million of additional borrowing capacity under the Receivables Financing Agreement, which was limited by our borrowing base.

Olin also has trade accounts receivable factoring arrangements (AR Facilities) and pursuant to the terms of the AR Facilities, certain of our domestic subsidiaries may sell their accounts receivable up to a maximum of $175.5 million and certain of our foreign subsidiaries may sell their accounts receivable up to a maximum of €22.0 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:

	September 30,
	2023		2022
	($ in millions)
Balance at beginning of year	$	111.8	$	83.3
Gross receivables sold	749.5		769.3
Payments received from customers on sold accounts	(788.6)		(761.3)
Balance at end of period	$	72.7	$	91.3

The factoring discount paid under the AR Facilities is recorded as interest expense on the condensed statements of operations. The factoring discount was $1.3 million and $0.9 million for the three months ended September 30, 2023 and 2022, respectively, and $3.8 million and $1.8 million for the nine months ended September 30, 2023 and 2022, respectively. The

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agreements are without recourse and therefore no recourse liability had been recorded as of September 30, 2023, December 31, 2022 or September 30, 2022.

Our condensed balance sheets included an allowance for doubtful accounts receivables of $12.8 million, $12.6 million and $12.5 million and other receivables of $78.0 million, $71.6 million and $58.0 million at September 30, 2023, December 31, 2022 and September 30, 2022, respectively, which were included in receivables, net.

NOTE 6. INVENTORIES

Inventories consisted of the following:

	September 30, 2023		December 31, 2022		September 30, 2022
	($ in millions)
Supplies	$	150.3	$	137.6	$	137.2
Raw materials	178.3		201.2		203.4
Work in process	188.4		199.6		189.6
Finished goods	615.5		559.3		569.2
Inventories excluding LIFO reserve	1,132.5		1,097.7		1,099.4
LIFO reserve	(154.8)		(155.8)		(154.3)
Inventories, net	$	977.7	$	941.9	$	945.1

Inventories under the LIFO method are based on annual estimates of quantities and costs as of year-end; therefore, the condensed financial statements at September 30, 2023 reflect certain estimates relating to inventory quantities and costs at December 31, 2023. The replacement cost of our inventories would have been approximately $154.8 million, $155.8 million and $154.3 million higher than reported at September 30, 2023, December 31, 2022 and September 30, 2022, respectively.

NOTE 7. OTHER ASSETS

Included in other assets were the following:

	September 30, 2023		December 31, 2022		September 30, 2022
	($ in millions)
Supply contracts	$	1,060.6	$	1,048.0	$	1,013.8
Other	56.7		54.5		76.9
Other assets	$	1,117.3	$	1,102.5	$	1,090.7

Amortization expense of $17.8 million and $17.6 million for the three months ended September 30, 2023 and 2022, respectively, and amortization expense of $53.4 million and $52.8 million for the nine months ended September 30, 2023 and 2022, 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.

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NOTE 8. 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, 2022	$	1,275.6	$	145.0	$	1,420.6
Foreign currency translation adjustment	0.5		0.1		0.6
Balance at September 30, 2022	$	1,276.1	$	145.1	$	1,421.2
Balance at January 1, 2023	$	1,275.8	$	145.1	$	1,420.9
Foreign currency translation adjustment	0.1		—		0.1
Balance at September 30, 2023	$	1,275.9	$	145.1	$	1,421.0

Intangible assets consisted of the following:

	September 30, 2023						December 31, 2022						September 30, 2022
	Gross Amount		Accumulated Amortization		Net		Gross Amount		Accumulated Amortization		Net		Gross Amount		Accumulated Amortization		Net
	($ in millions)
Customers, customer contracts and relationships	$	668.0	$	(426.8)	$	241.2	$	669.1	$	(401.2)	$	267.9	$	662.0	$	(389.3)	$	272.7
Acquired technology	92.8		(89.4)		3.4		93.1		(88.3)		4.8		91.9		(86.5)		5.4
Other	4.7		(0.7)		4.0		1.8		(0.7)		1.1		1.8		(0.7)		1.1
Total intangible assets	$	765.5	$	(516.9)	$	248.6	$	764.0	$	(490.2)	$	273.8	$	755.7	$	(476.5)	$	279.2

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NOTE 9. DEBT

	Long-term Debt Borrowings (Repayments) for the Nine Months Ended
	September 30, 2023		September 30, 2022
Debt Instruments	($ in millions)
Borrowings:
Senior Revolving Credit Facility	255.0		170.0
Receivables Financing Agreement	332.7		45.0
Total borrowings	$	587.7	$	215.0
Repayments:
5.50% senior notes due 2022	—		(200.0)
Senior Term Loan	(6.6)		—
Senior Revolving Credit Facility	(90.0)		(170.0)
Receivables Financing Agreement	(282.7)		(45.0)
Finance leases	(1.8)		(0.9)
Total repayments	$	(381.1)	$	(415.9)
Long-term debt borrowings (repayments), net	$	206.6	$	(200.9)

Senior Credit Facility

On October 11, 2022, we entered into a new $1,550.0 million senior credit facility (Senior Credit Facility) that replaced our previous senior credit facility (2021 Senior Credit Facility), which included outstanding term loans of $350.0 million and a senior revolving credit facility with aggregate commitments in an amount equal to $800.0 million. The Senior Credit Facility 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 was fully drawn on the closing date with the proceeds of the Term Loan Facility used to refinance the loans and commitments outstanding under the 2021 Senior Credit Facility. The Term Loan Facility requires principal amortization amounts payable beginning 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 September 30, 2023, we had $1,034.6 million available under our $1,200.0 million Senior Revolving Credit Facility because we had $165.0 million borrowed under the facility and issued $0.4 million of letters of credit.

We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of September 30, 2023, 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 Receivables Financing Agreement.  As of September 30, 2023, there were no covenants or other restrictions that limited our ability to borrow.

NOTE 10. PENSION PLANS AND RETIREMENT BENEFITS

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

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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).

We also 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.

	Pension Benefits				Other Postretirement Benefits
	Three Months Ended September 30,				Three Months Ended September 30,
	2023		2022		2023		2022
Components of Net Periodic Benefit (Income) Cost	($ in millions)
Service cost	$	1.4	$	2.0	$	0.1	$	0.2
Interest cost	26.4		15.1		0.4		0.2
Expected return on plans’ assets	(32.9)		(34.3)		—		—
Amortization of prior service cost	(0.1)		—		—		—
Recognized actuarial loss	0.3		9.0		—		0.1
Net periodic benefit (income) cost	$	(4.9)	$	(8.2)	$	0.5	$	0.5

	Pension Benefits				Other Postretirement Benefits
	Nine Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Components of Net Periodic Benefit (Income) Cost	($ in millions)
Service cost	$	4.2	$	6.5	$	0.5	$	0.8
Interest cost	79.1		46.0		1.3		0.8
Expected return on plans’ assets	(98.5)		(102.8)		—		—
Amortization of prior service cost	(0.3)		(0.4)		0.1		0.1
Recognized actuarial loss	0.9		26.2		0.4		1.1
Net periodic benefit (income) cost	$	(14.6)	$	(24.5)	$	2.3	$	2.8

We made cash contributions to our international qualified defined benefit pension plans of $1.6 million and $0.9 million for the nine months ended September 30, 2023 and 2022, respectively.

NOTE 11. INCOME TAXES

The effective tax rate for the three months ended September 30, 2023 included a net $7.2 million tax benefit, primarily associated with stock-based compensation and prior year tax positions, partially offset by an expense from a change in tax contingencies. After giving consideration to these items, the effective tax rate for the three months ended September 30, 2023 of 23.2% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax and an increase in the valuation allowance related to losses in foreign jurisdictions, partially offset by favorable permanent salt depletion deductions and foreign income taxes. The effective tax rate for the three months ended September 30, 2022 included a net $36.6 million benefit primarily associated with a legal entity liquidation. After giving consideration to this benefit, the effective tax rate for the three months ended September 30, 2022 of 24.3% was higher than the 21.0% U.S. federal statutory rate primarily due to state and foreign income taxes, partially offset by foreign income exclusions and favorable permanent salt depletion deductions.

The effective tax rate for the nine months ended September 30, 2023 included a net $24.4 million tax benefit, primarily associated with stock-based compensation and prior year tax positions, partially offset by an expense from a change in tax contingencies. After giving consideration to these items, the effective tax rate for the nine months ended September 30, 2023 of 24.1% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax and an increase in the valuation allowance related to losses in foreign jurisdictions, partially offset by favorable permanent salt depletion deductions

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and foreign income taxes. The effective tax rate for the nine months ended September 30, 2022 included a net $47.5 million tax benefit primarily associated with a legal entity liquidation, prior year tax positions and stock-based compensation. After giving consideration to these items, the effective tax rate for the nine months ended September 30, 2022 of 24.4% was higher than the 21.0% U.S. federal statutory rate primarily due to state and foreign income taxes, partially offset by foreign income exclusions and favorable permanent salt depletion deductions.

As of September 30, 2023, we had $62.1 million of gross unrecognized tax benefits, which would have a net $58.4 million impact on the effective tax rate, if recognized. As of September 30, 2022, we had $44.8 million of gross unrecognized tax benefits, of which $44.7 million would have impacted the effective tax rate, if recognized. The amounts of unrecognized tax benefits were as follows:

	September 30,
	2023		2022
	($ in millions)
Balance at beginning of year	$	51.6	$	43.4
Increases for prior year tax positions	1.3		0.3
Decreases for prior year tax positions	(0.3)		(0.7)
Increases for current year tax positions	10.1		5.9
Foreign currency translation adjustments	(0.6)		(4.1)
Balance at end of period	$	62.1	$	44.8

As of September 30, 2023, we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $48.9 million over the next twelve months. The anticipated reduction primarily relates to settlements with taxing 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	2018 - 2022
U.S. state income tax	2012 - 2022
Canadian federal income tax	2016 - 2022
Brazil	2016 - 2022
Germany	2015 - 2022
China	2014 - 2022
The Netherlands	2016 - 2022

NOTE 12. CONTRIBUTING EMPLOYEE OWNERSHIP PLAN

The Contributing Employee Ownership Plan (CEOP) is a defined contribution plan available to essentially all domestic employees.  We provide a contribution to an individual retirement contribution account maintained with the CEOP equal to an amount of between 5.0% and 7.5% of the employee’s eligible compensation.  The defined contribution plan expense for the three months ended September 30, 2023 and 2022 was $8.4 million and $9.6 million, respectively, and for the nine months ended September 30, 2023 and 2022 was $28.6 million and $28.9 million, respectively.

Company matching contributions are invested in the same investment allocation as the employee’s contribution.  Our matching contributions for eligible employees for the three months ended September 30, 2023 and 2022 was $3.6 million and $4.0 million, respectively, and for the nine months ended September 30, 2023 and 2022 was $11.0 million and $10.8 million, respectively.

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NOTE 13. STOCK-BASED COMPENSATION

Stock-based compensation granted includes stock options, performance stock awards, restricted stock awards and deferred directors’ compensation. Stock-based compensation expense (benefit) was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	($ in millions)
Stock-based compensation	$	6.7	$	5.8	$	19.5	$	20.0
Mark-to-market adjustments	(2.3)		(2.0)		(2.4)		(10.5)
Total expense	$	4.4	$	3.8	$	17.1	$	9.5

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	2023			2022
Dividend yield	1.32		%	1.60		%
Risk-free interest rate	4.07		%	1.93		%
Expected volatility of Olin common stock	47		%	48		%
Expected life (years)	7.0			7.0
Weighted-average grant fair value (per option)	$	28.74		$	21.18
Weighted-average exercise price	$	60.55		$	49.71
Options granted	562,124			742,100

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.

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.

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	2023			2022
Risk-free interest rate	4.46		%	1.74		%
Expected volatility of Olin common stock	52		%	59		%
Expected average volatility of peer companies	42		%	47		%
Average correlation coefficient of peer companies	0.51			0.51
Expected life (years)	3.0			3.0
Grant date fair value (TSR based award)	$	86.98		$	64.13
Grant date fair value (net income based award)	$	60.55		$	49.71
Awards granted	161,474			184,000

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Risk-free interest rate was based on zero coupon U.S. Treasury securities rates for the expected life of the performance stock awards. 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.

NOTE 14. SHAREHOLDERS’ EQUITY

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.

For the nine months ended September 30, 2023 and 2022, 10.8 million and 20.8 million shares, respectively, of common stock were repurchased and retired at a total value of $595.1 million and $1,100.6 million, respectively. As of September 30, 2023, 16.7 million shares of common stock have been repurchased and retired at a total value of $887.9 million under the 2022 Repurchase Authorization program, and $1,112.1 million of common stock remained authorized to be repurchased under the program.

We issued 0.8 million and 0.9 million shares representing stock options exercised for the nine months ended September 30, 2023 and 2022, respectively, with a total value of $22.3 million and $21.3 million, respectively.

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

	Foreign Currency Translation Adjustment		Gains (Losses) on Derivative Contracts (net of taxes)		Pension and Other Postretirement Benefits (net of taxes)		Accumulated Other Comprehensive Loss
	($ in millions)
Balance at January 1, 2022	$	(10.9)	$	22.8	$	(499.9)	$	(488.0)
Unrealized (losses) gains:
First quarter	(10.5)		52.8		—		42.3
Second quarter	(26.0)		(36.4)		—		(62.4)
Third quarter	(25.1)		6.6		—		(18.5)
Reclassification adjustments of (gains) losses into income:
First quarter	—		(12.4)		8.9		(3.5)
Second quarter	—		(36.1)		9.0		(27.1)
Third quarter	—		(17.8)		9.1		(8.7)
Tax (provision) benefit:
First quarter	—		(9.7)		(2.3)		(12.0)
Second quarter	—		17.5		(2.3)		15.2
Third quarter	—		2.5		(2.1)		0.4
Net change	(61.6)		(33.0)		20.3		(74.3)
Balance at September 30, 2022	$	(72.5)	$	(10.2)	$	(479.6)	$	(562.3)
Balance at January 1, 2023	$	(38.6)	$	(32.5)	$	(424.8)	$	(495.9)
Unrealized gains (losses):
First quarter	5.5		(20.8)		—		(15.3)
Second quarter	(8.5)		(10.7)		—		(19.2)
Third quarter	(3.3)		(1.9)		—		(5.2)