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 June 30, 2024
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (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: | ||||||||||||
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.
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 June 30, 2024, 117,541,168 shares of the registrant’s common stock were outstanding.
1
| TABLE OF CONTENTS FOR FORM 10-Q | Page | |||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
Part I — FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
Condensed Balance Sheets
($ in millions, except per share data)
(Unaudited)
| June 30, 2024 | December 31, 2023 | June 30, 2023 | |||||||||||||||
| Assets | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||
| Receivables, net | |||||||||||||||||
| Income taxes receivable | |||||||||||||||||
| Inventories, net | |||||||||||||||||
| Other current assets | |||||||||||||||||
| Total current assets | |||||||||||||||||
| Property, plant and equipment (less accumulated depreciation of $5,009.8, $4,826.4 and $4,636.9) | |||||||||||||||||
| Operating lease assets, net | |||||||||||||||||
| Deferred income taxes | |||||||||||||||||
| Other assets | |||||||||||||||||
| Intangible assets, net | |||||||||||||||||
| Goodwill | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| Liabilities and Shareholders’ Equity | |||||||||||||||||
| Current liabilities: | |||||||||||||||||
| Current installments of long-term debt | $ | $ | $ | ||||||||||||||
| Accounts payable | |||||||||||||||||
| Income taxes payable | |||||||||||||||||
| Current operating lease liabilities | |||||||||||||||||
| Accrued liabilities | |||||||||||||||||
| Total current liabilities | |||||||||||||||||
| Long-term debt | |||||||||||||||||
| Operating lease liabilities | |||||||||||||||||
| Accrued pension liability | |||||||||||||||||
| Deferred income taxes | |||||||||||||||||
| Other liabilities | |||||||||||||||||
| Total liabilities | |||||||||||||||||
| Commitments and contingencies | |||||||||||||||||
| Shareholders’ equity: | |||||||||||||||||
| Common stock, $1.00 par value per share: authorized, 240.0 shares; issued and outstanding, 117.5, 120.2 and 125.8 shares | |||||||||||||||||
| Additional paid-in capital | |||||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ( | ||||||||||||||
| Retained earnings | |||||||||||||||||
| Olin Corporation’s shareholders’ equity | |||||||||||||||||
| Noncontrolling interests | |||||||||||||||||
| Total equity | |||||||||||||||||
| Total liabilities and equity | $ | $ | $ | ||||||||||||||
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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
| Selling and administrative | |||||||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Other operating income | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Non-operating pension income | |||||||||||||||||||||||
| Income before taxes | |||||||||||||||||||||||
| Income tax provision | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net loss attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to Olin Corporation | $ | $ | $ | $ | |||||||||||||||||||
| Net income attributable to Olin Corporation per common share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Average common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
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
($ in millions)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | ( | |||||||||||||||||||
| Cash flow hedges | |||||||||||||||||||||||
| Pension and postretirement benefits | |||||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | ||||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Comprehensive loss attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income attributable to Olin Corporation | $ | $ | $ | $ | |||||||||||||||||||
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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Common stock repurchased and retired | ( | ( | ( | ( | |||||||||||||||||||
| Common stock issued for: | |||||||||||||||||||||||
| Stock options exercised | |||||||||||||||||||||||
| Other transactions | |||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
| Additional Paid-In Capital | |||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Common stock repurchased and retired | ( | ( | ( | ( | |||||||||||||||||||
| Common stock issued for: | |||||||||||||||||||||||
| Stock options exercised | |||||||||||||||||||||||
| Other transactions | ( | ||||||||||||||||||||||
| Stock-based compensation | ( | ||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated Other Comprehensive Loss | |||||||||||||||||||||||
| Balance at beginning of period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Balance at end of period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Retained Earnings | |||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Common stock dividends paid | ( | ( | ( | ( | |||||||||||||||||||
| Common stock repurchased and retired | ( | ( | |||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
| Olin Corporation’s Shareholders’ Equity | $ | $ | $ | $ | |||||||||||||||||||
| Noncontrolling Interests | |||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Contributions from noncontrolling interests | |||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
| Total Equity | $ | $ | $ | $ | |||||||||||||||||||
| Dividends declared per share of common stock | $ | $ | $ | $ | |||||||||||||||||||
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)
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Operating Activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash and cash equivalents provided by (used for) operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Gains on disposition of property, plant and equipment | ( | ||||||||||
| Stock-based compensation | |||||||||||
| Write-off of equipment and facility included in restructuring charges | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Qualified pension plan contributions | ( | ( | |||||||||
| Qualified pension plan income | ( | ( | |||||||||
| Change in assets and liabilities: | |||||||||||
| Receivables | ( | ||||||||||
| Income taxes receivable/payable | ( | ||||||||||
| Inventories | ( | ( | |||||||||
| Other current assets | ( | ( | |||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||
| Other assets | ( | ( | |||||||||
| Other noncurrent liabilities | |||||||||||
| Other operating activities | ( | ||||||||||
| Net operating activities | |||||||||||
| Investing Activities | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Payments under other long-term supply contracts | ( | ( | |||||||||
| Proceeds from disposition of property, plant and equipment | |||||||||||
| Other investing activities | ( | ( | |||||||||
| Net investing activities | ( | ( | |||||||||
| Financing Activities | |||||||||||
| Long-term debt: | |||||||||||
| Borrowings | |||||||||||
| Repayments | ( | ( | |||||||||
| Common stock repurchased and retired | ( | ( | |||||||||
| Stock options exercised | |||||||||||
| Employee taxes paid for share-based payment arrangements | ( | ||||||||||
| Dividends paid | ( | ( | |||||||||
| Contributions received from noncontrolling interests | |||||||||||
| Net financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents, beginning of year | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| Cash paid for interest and income taxes: | |||||||||||
| Interest, net | $ | $ | |||||||||
| Income taxes, net of refunds | |||||||||||
| Non-cash investing activities: | |||||||||||
| Decrease in capital expenditures included in accounts payable and accrued liabilities | |||||||||||
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. 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 consolidated 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.
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, 2023.
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
In March 2024, the SEC issued SEC Release No. 33-11042, 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 of the final rule on our disclosures.
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 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 will adopt this standard beginning with our fiscal year ending December 31, 2024 and for interim periods beginning with our first quarter fiscal year 2025. We are currently evaluating the impact of the standard on our consolidated financial statements and disclosures.
8
NOTE 3. 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 a 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.
NOTE 4. 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 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 $15 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 $15 million related to these actions.
Pretax restructuring charges related to these actions include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs and the write-off of equipment and facilities. Pretax restructuring charges, by plan, for the three and six months ended June 30, 2024 and 2023, were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Pretax Restructuring Charges | ($ in millions) | ||||||||||||||||||||||
| Epoxy Optimization Plan | $ | $ | $ | $ | |||||||||||||||||||
| McIntosh Plan | |||||||||||||||||||||||
Freeport 2021 Plan | |||||||||||||||||||||||
| Freeport 2019 Plan | |||||||||||||||||||||||
| Total restructuring charges | $ | $ | $ | $ | |||||||||||||||||||
9
The following table summarizes the 2024 and 2023 activities by major component of these restructuring actions and the remaining balances of accrued restructuring costs as of June 30, 2024 and 2023:
| 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, 2023 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Restructuring charges: | |||||||||||||||||||||||||||||
| First quarter | |||||||||||||||||||||||||||||
| Second quarter | |||||||||||||||||||||||||||||
| Amounts utilized | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Balance at January 1, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Restructuring charges: | |||||||||||||||||||||||||||||
| First quarter | |||||||||||||||||||||||||||||
| Second quarter | |||||||||||||||||||||||||||||
| Amounts utilized | ( | ( | ( | ( | |||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
The following table summarizes the cumulative restructuring charges of these restructuring actions by major component through June 30, 2024:
| Chlor Alkali Products and Vinyls | Epoxy | Total | |||||||||||||||||||||||||||
| McIntosh Plan | Freeport 2021 Plan | Freeport 2019 Plan | Epoxy Optimization Plan | ||||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||
| Write-off of equipment and facility | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Employee severance and related benefit costs | |||||||||||||||||||||||||||||
| Facility exit costs | |||||||||||||||||||||||||||||
| Lease and other contract termination costs | |||||||||||||||||||||||||||||
| Total cumulative restructuring charges | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
As of June 30, 2024, we have incurred cash expenditures of $112.2 million and non-cash charges of $79.9 million related to these restructuring actions. The remaining balance of $16.2 million is expected to be paid out through 2027.
NOTE 5. EARNINGS PER SHARE
Basic and diluted net income attributable to Olin Corporation per share are computed by dividing net income attributable to Olin Corporation by the weighted-average number of common shares outstanding. Diluted net income attributable to Olin Corporation per share reflects the dilutive effect of stock-based compensation.
10
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Computation of Net Income per Share | ($ in millions, except per share data) | ||||||||||||||||||||||
| Net income attributable to Olin Corporation | $ | $ | $ | $ | |||||||||||||||||||
| Basic shares | |||||||||||||||||||||||
| Basic net income attributable to Olin Corporation per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted shares: | |||||||||||||||||||||||
| Basic shares | |||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||
| Diluted shares | |||||||||||||||||||||||
| Diluted net income attributable to Olin Corporation per share | $ | $ | $ | $ | |||||||||||||||||||
NOTE 6. 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 June 30, 2024, December 31, 2023 and June 30, 2023, we had $298.8 million, $328.5 million and $234.8 million, respectively, drawn under the agreement. As of June 30, 2024, $429.8 million of our trade receivables were pledged as collateral and we had $0.5 million additional borrowing capacity under the Receivables Financing Agreement, which was limited by our borrowing base.
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 $175.5 million and certain of our foreign subsidiaries may sell their accounts receivable up to a maximum of €22.0 million. We will continue to service the outstanding accounts sold. These receivables qualify for sales treatment under ASC 860 “Transfers and Servicing” and, accordingly, the proceeds are included in net cash provided by operating activities in the condensed statements of cash flows.
The following table summarizes the AR Facilities activity:
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| AR Facilities | ($ in millions) | ||||||||||
| Balance at beginning of year | $ | $ | |||||||||
| Gross receivables sold | |||||||||||
| Payments received from customers on sold accounts | ( | ( | |||||||||
| Balance at end of period | $ | $ | |||||||||
The factoring discount paid under the AR Facilities is recorded as interest expense on the condensed statements of operations. The factoring discount was $1.1 million and $1.3 million for the three months ended June 30, 2024 and 2023, respectively, and $2.1 million and $2.5 million for the six months ended June 30, 2024 and 2023, respectively. The agreements are without recourse and therefore no recourse liability had been recorded as of June 30, 2024.
Our condensed balance sheets included an allowance for doubtful accounts receivables of $12.6 million, $13.1 million and $13.0 million and other receivables of $91.1 million, $85.3 million and $81.7 million at June 30, 2024, December 31, 2023 and June 30, 2023, respectively, which were included in receivables, net.
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NOTE 7. INVENTORIES
Inventories consisted of the following:
| June 30, 2024 | December 31, 2023 | June 30, 2023 | |||||||||||||||
| Inventories | ($ in millions) | ||||||||||||||||
| Supplies | $ | $ | $ | ||||||||||||||
| Raw materials | |||||||||||||||||
| Work in process | |||||||||||||||||
| Finished goods | |||||||||||||||||
| Inventories excluding LIFO reserve | |||||||||||||||||
| LIFO reserve | ( | ( | ( | ||||||||||||||
| Inventories, net | $ | $ | $ | ||||||||||||||
Inventories under the LIFO method are based on annual estimates of quantities and costs as of year-end; therefore, the condensed financial statements at June 30, 2024 reflect certain estimates relating to inventory quantities and costs at December 31, 2024. The replacement cost of our inventories would have been approximately $166.1 million, $133.7 million and $173.8 million higher than reported at June 30, 2024, December 31, 2023 and June 30, 2023, respectively.
NOTE 8. OTHER ASSETS
Included in other assets were the following:
| June 30, 2024 | December 31, 2023 | June 30, 2023 | |||||||||||||||
| Other Assets | ($ in millions) | ||||||||||||||||
| Supply contracts | $ | $ | $ | ||||||||||||||
| Other | |||||||||||||||||
| Other assets | $ | $ | $ | ||||||||||||||
For the six months ended June 30, 2024 and 2023, payments of $46.7 million and $29.6 million, respectively, were made under other long-term supply contracts for energy modernization projects in the U.S. Gulf Coast.
Amortization expense of $18.3 million and $17.8 million for the three months ended June 30, 2024 and 2023, respectively, and amortization expense of $36.6 million and $35.6 million for the six months ended June 30, 2024 and 2023, respectively, was recognized within cost of goods sold related to our long-term supply contracts and is reflected in depreciation and amortization on the condensed statements of cash flows.
NOTE 9. GOODWILL AND INTANGIBLE ASSETS
Changes in the carrying value of goodwill were as follows:
| Chlor Alkali Products and Vinyls | Epoxy | Winchester | Total | ||||||||||||||||||||
| Goodwill | ($ in millions) | ||||||||||||||||||||||
Balance at January 1, 2023(1) | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency translation adjustment | |||||||||||||||||||||||
Balance at June 30, 2023(1) | $ | $ | $ | $ | |||||||||||||||||||
Balance at January 1, 2024(1) | $ | $ | $ | $ | |||||||||||||||||||
| Acquisition activity | ( | ( | |||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | ( | ||||||||||||||||||||
Balance at June 30, 2024(1) | $ | $ | $ | $ | |||||||||||||||||||
(1)Includes cumulative goodwill impairment of $557.6 million and $142.2 million in Chlor Alkali Products and Vinyls and Epoxy, respectively.
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Intangible assets consisted of the following:
| June 30, 2024 | December 31, 2023 | June 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross Amount | Accumulated Amortization | Net | Gross Amount | Accumulated Amortization | Net | Gross Amount | Accumulated Amortization | Net | |||||||||||||||||||||||||||||||||||||||||||||
| Intangible Assets | ($ in millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Customers, customer contracts and relationships | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||
| Trade names | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquired technology | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||
NOTE 10. DEBT
Long-term loans, notes and other financing obligations, consisted of the following:
| June 30, 2024 | December 31, 2023 | June 30, 2023 | |||||||||||||||
| Financing Obligations | ($ in millions) | ||||||||||||||||
| Variable-rate Term Loan Facility, due 2027 | $ | $ | $ | ||||||||||||||
| Variable-rate Senior Revolving Credit Facility, due 2027 | |||||||||||||||||
| Variable-rate Recovery Zone bonds, due 2024-2035 | |||||||||||||||||
| Variable-rate Go Zone bonds, due 2024 | |||||||||||||||||
| Variable-rate industrial development and environmental improvement obligations, due 2025 | |||||||||||||||||
| 9.50% senior notes, due 2025 | |||||||||||||||||
| 5.625% senior notes, due 2029 | |||||||||||||||||
| 5.125% senior notes, due 2027 | |||||||||||||||||
| 5.00% senior notes, due 2030 | |||||||||||||||||
| Receivables Financing Agreement (See Note 6) | |||||||||||||||||
| Finance lease obligations | |||||||||||||||||
| Other: | |||||||||||||||||
| Deferred debt issuance costs | ( | ( | ( | ||||||||||||||
| Unamortized bond original issue discount | ( | ( | ( | ||||||||||||||
| Total debt | |||||||||||||||||
| Amounts due within one year | |||||||||||||||||
| Total long-term debt | $ | $ | $ | ||||||||||||||
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During the six months ended June 30, 2024 and 2023, activity of our outstanding debt included:
| Long-term Debt Borrowings (Repayments) for the Six Months Ended | ||||||||||||||
| June 30, 2024 | June 30, 2023 | |||||||||||||
| Debt Instruments | ($ in millions) | |||||||||||||
| Borrowings | ||||||||||||||
| Senior Revolving Credit Facility | $ | $ | ||||||||||||
| Receivables Financing Agreement | ||||||||||||||
| Total borrowings | ||||||||||||||
| Repayments | ||||||||||||||
| Variable-rate Go Zone bonds, due 2024 | ( | |||||||||||||
| Variable-rate Recovery Zone bonds, due 2024 | ( | |||||||||||||
| Term Loan Facility | ( | ( | ||||||||||||
| Senior Revolving Credit Facility | ( | |||||||||||||
| Receivables Financing Agreement | ( | ( | ||||||||||||
| Finance leases | ( | |||||||||||||
| Total repayments | ( | ( | ||||||||||||
| Long-term debt borrowings, net | $ | $ | ||||||||||||
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 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 existing 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 June 30, 2024, we had $788.6 million available under our $1,200.0 million Senior Revolving Credit Facility because we had $411.0 million borrowed under the facility and issued $0.4 million of letters of credit. During the second quarter of 2024, we utilized our Senior Revolving Credit Facility to repay $50.0 million of Go Zone and $20.0 million of Recovery Zone tax-exempt variable-rate bonds.
We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of June 30, 2024, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured. 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 June 30, 2024, there were no covenants or other restrictions that limited our ability to borrow.
NOTE 11. 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 transfer of assets or liabilities of the plan, and such termination, merger, or transfer thereafter takes place, plan benefits would
14
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 June 30, | Three Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Components of Net Periodic Benefit (Income) Cost | ($ in millions) | ||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plans’ assets | ( | ( | |||||||||||||||||||||
| Amortization of prior service cost | ( | ( | |||||||||||||||||||||
| Recognized actuarial loss | |||||||||||||||||||||||
| Net periodic benefit (income) cost | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| Pension Benefits | Other Postretirement Benefits | ||||||||||||||||||||||
| Six Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Components of Net Periodic Benefit (Income) Cost | ($ in millions) | ||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plans’ assets | ( | ( | |||||||||||||||||||||
| Amortization of prior service cost | ( | ( | |||||||||||||||||||||
| Recognized actuarial loss | |||||||||||||||||||||||
| Net periodic benefit (income) cost | $ | ( | $ | ( | $ | $ | |||||||||||||||||
We made cash contributions to our international qualified defined benefit pension plans of $0.8 million and $1.5 million for the six months ended June 30, 2024 and 2023, respectively.
NOTE 12. INCOME TAXES
The effective tax rate for the three months ended June 30, 2024 included a net $0.6 million tax benefit, primarily associated with stock-based compensation and U.S. Federal tax credits purchased at a discount, partially offset by an expense from prior year tax positions and a change in tax contingencies. Excluding these items, the effective tax rate for the three months ended June 30, 2024 of 25.8 % was higher than the 21.0 % U.S. federal statutory rate primarily due to state income tax and foreign income inclusions, partially offset by favorable permanent salt depletion deductions. The effective tax rate for the three months ended June 30, 2023 included a net $12.0 million tax benefit, primarily associated with stock-based compensation, and prior year tax positions, partially offset by an expense from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions and from a change in tax contingencies. Excluding these items, the effective tax rate for the three months ended June 30, 2023 of 25.4 % was higher than the 21.0 % U.S. federal statutory rate primarily due to state income tax and an increase in the valuation allowance related to losses in foreign jurisdictions, partially offset by favorable permanent salt depletion deductions.
The effective tax rate for the six months ended June 30, 2024 included a net $3.3 million tax benefit, primarily associated with stock-based compensation and U.S. Federal tax credits purchased at a discount, partially offset by an expense from prior year tax positions and a change in tax contingencies. Excluding these items, the effective tax rate for the six months ended June 30, 2024 of 25.6 % was higher than the 21.0 % U.S. federal statutory rate primarily due to state income tax and foreign income inclusions, partially offset by favorable permanent salt depletion deductions. The effective tax rate for the six months ended June 30, 2023 included a net $17.2 million tax benefit, primarily associated with stock-based compensation, remeasurement of deferred taxes due to a decrease in our state effective tax rates and prior year tax positions, partially offset by an expense from a net increase in the valuation allowance related to deferred tax assets in foreign
15
jurisdictions and from a change in tax contingencies. Excluding these items, the effective tax rate for the six months ended June 30, 2023 of 24.5 % was higher than the 21.0 % U.S. 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.
In August 2022, the Inflation Reduction Act (the "IRA") was enacted and provides various beneficial credits for energy efficient related manufacturing, transportation and fuels, hydrogen/carbon recapture and renewable energy, which we are evaluating in regard to planned projects. We will continue to monitor the expected impacts of any new guidance on our filing positions and will record the impacts as discrete income tax expense adjustments in the period the guidance is finalized or becomes effective.
As of June 30, 2024, we had $51.2 million of gross unrecognized tax benefits, which would have a net $51.4 million impact on the effective tax rate, if recognized. As of June 30, 2023, we had $58.7 million of gross unrecognized tax benefits, of which $56.8 million would have impacted the effective tax rate, if recognized. The amounts of unrecognized tax benefits were as follows:
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Unrecognized Tax Benefits | ($ in millions) | ||||||||||
| Balance at beginning of year | $ | $ | |||||||||
| Increases for prior year tax positions | |||||||||||
| Decreases for prior year tax positions | ( | ( | |||||||||
| Increases for current year tax positions | |||||||||||
| Decreases due to tax settlements | ( | ||||||||||
| Foreign currency translation adjustments | ( | ||||||||||
| Balance at end of period | $ | $ | |||||||||
As of June 30, 2024, we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $36.3 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 | 2012 - 2023 | ||||
| Canadian federal income tax | 2017 - 2023 | ||||
| Brazil | 2017 - 2023 | ||||
| Germany | 2015 - 2023 | ||||
| China | 2014 - 2023 | ||||
| The Netherlands | 2017 - 2023 | ||||
NOTE 13. 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 (Company Contributions) maintained with the CEOP equal to an amount between 5.0 % and 7.5 % of the employee’s eligible compensation. Employees generally vest in the value of the Company Contribution according to a schedule based on service. Participants vest 50 % after 2 years of service and 100 % after 3 years of service.
We also match a percentage of our employees CEOP contributions (Company Match), which are invested in the same investment allocation as the employee’s contributions. Employees immediately vest in company matching contributions.
16
Our contributions to the CEOP were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| CEOP Expense | ($ in millions) | ||||||||||||||||||||||
| Company Contribution | $ | $ | $ | $ | |||||||||||||||||||
| Company Match | |||||||||||||||||||||||
| Total expense | $ | $ | $ | $ | |||||||||||||||||||
NOTE 14. STOCK-BASED COMPENSATION
Stock-based compensation granted includes stock options, performance share awards, restricted stock awards and deferred directors’ compensation. Stock-based compensation expense was as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Stock Compensation Expense | ($ in millions) | ||||||||||||||||||||||
| Stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
| Mark-to-market adjustments | ( | ( | ( | ( | |||||||||||||||||||
| Total expense | $ | $ | $ | $ | |||||||||||||||||||
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 | |||||||||
| Dividend yield | % | % | |||||||||
| Risk-free interest rate | % | % | |||||||||
| Expected volatility of Olin common stock | % | % | |||||||||
| Expected life (years) | |||||||||||
| Weighted-average grant fair value (per option) | $ | $ | |||||||||
| Weighted-average exercise price | $ | $ | |||||||||
| Stock options granted | |||||||||||
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 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.
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:
17
| Grant Date Assumptions - Performance Shares | 2024 | 2023 | |||||||||
| Risk-free interest rate | % | % | |||||||||
| Expected volatility of Olin common stock | % | % | |||||||||
| Expected average volatility of peer companies | % | % | |||||||||
| Average correlation coefficient of peer companies | |||||||||||
| Expected life (years) | |||||||||||
| Grant date fair value (TSR-based award) | $ | $ | |||||||||
| Grant date fair value (net income-based award) | $ | $ | |||||||||
| Performance share awards granted | |||||||||||
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.
NOTE 15. 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 six months ended June 30, 2024 and 2023, 3.9 million and 7.1 million shares, respectively, of common stock were repurchased and retired at a total value of $211.4 million and $393.0 million, respectively. As of June 30, 2024, 23.2 million shares of common stock have been repurchased and retired at a total value of $1,213.0 million under the 2022 Repurchase Authorization program, and $787.0 million of common stock remained authorized to be repurchased under the program.
We issued 0.8 million and 0.4 million shares representing stock options exercised for the six months ended June 30, 2024 and 2023, respectively, with a total value of $21.7 million and $11.9 million, respectively.
18
The following table represents the activity included in accumulated other comprehensive loss:
| Foreign Currency Translation | Cash Flow Hedges | Pension and Postretirement Benefits | Total | ||||||||||||||||||||
| Accumulated Other Comprehensive Loss | ($ in millions) | ||||||||||||||||||||||
| Balance at January 1, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Unrealized gains (losses) | |||||||||||||||||||||||
| First quarter | ( | ( | |||||||||||||||||||||
| Second quarter | ( | ( | ( | ||||||||||||||||||||
| Reclassification adjustments of losses into income | |||||||||||||||||||||||
| First quarter | |||||||||||||||||||||||
| Second quarter | |||||||||||||||||||||||
| Tax provision | |||||||||||||||||||||||
| First quarter | ( | ( | ( | ||||||||||||||||||||
| Second quarter | ( | ( | ( | ||||||||||||||||||||
| Net change | ( | ||||||||||||||||||||||
| Balance at June 30, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Balance at January 1, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Unrealized (losses) gains | |||||||||||||||||||||||
| First quarter | ( | ( | ( | ||||||||||||||||||||
| Second quarter | ( | ||||||||||||||||||||||
| Reclassification adjustments of losses into income | |||||||||||||||||||||||
| First quarter | |||||||||||||||||||||||
| Second quarter | |||||||||||||||||||||||
| Tax provision | |||||||||||||||||||||||
| First quarter | ( | ( | ( | ||||||||||||||||||||
| Second quarter | ( | ( | ( | ||||||||||||||||||||
| Net change | ( | ||||||||||||||||||||||
| Balance at June 30, 2024 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
Net income and cost of goods sold included reclassification adjustments for realized gains and losses on derivative contracts from accumulated other comprehensive loss.
NOTE 16. SEGMENT INFORMATION
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.
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| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Segment Detail | ($ in millions) | ||||||||||||||||||||||
| Sales | |||||||||||||||||||||||
| Chlor Alkali Products and Vinyls | $ | $ | $ | $ | |||||||||||||||||||
| Epoxy | |||||||||||||||||||||||
| Winchester | |||||||||||||||||||||||
| Total sales | $ | $ | $ | $ | |||||||||||||||||||
| Income before Taxes | |||||||||||||||||||||||
| Chlor Alkali Products and Vinyls | $ | $ | $ | $ | |||||||||||||||||||
| Epoxy | ( | ( | ( | ||||||||||||||||||||
| Winchester | |||||||||||||||||||||||
| Corporate/Other: | |||||||||||||||||||||||
| Environmental expense | ( | ( | ( | ( | |||||||||||||||||||
| Other corporate and unallocated costs | ( | ( | ( | ( | |||||||||||||||||||
| Restructuring charges | ( | ( | ( | ( | |||||||||||||||||||
| Other operating income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Non-operating pension income | |||||||||||||||||||||||
| Income before taxes | $ | $ | $ | $ | |||||||||||||||||||
20
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Segment Sales by Geography | ($ in millions) | ||||||||||||||||||||||
| Chlor Alkali Products and Vinyls | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Other foreign | |||||||||||||||||||||||
| Total Chlor Alkali Products and Vinyls | |||||||||||||||||||||||
| Epoxy | |||||||||||||||||||||||
| United States | |||||||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Other foreign | |||||||||||||||||||||||
| Total Epoxy | |||||||||||||||||||||||
| Winchester | |||||||||||||||||||||||
| United States | |||||||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Other foreign | |||||||||||||||||||||||
| Total Winchester | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| United States | |||||||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Other foreign | |||||||||||||||||||||||
| Total sales | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Segment Sales by Product Line | ($ in millions) | ||||||||||||||||||||||
| Chlor Alkali Products and Vinyls | |||||||||||||||||||||||
| Caustic soda | $ | $ | $ | $ | |||||||||||||||||||
| Chlorine, chlorine-derivatives and other products | |||||||||||||||||||||||
| Total Chlor Alkali Products and Vinyls | |||||||||||||||||||||||
| Epoxy | |||||||||||||||||||||||
| Aromatics and allylics | |||||||||||||||||||||||
| Epoxy resins | |||||||||||||||||||||||
| Total Epoxy | |||||||||||||||||||||||
| Winchester | |||||||||||||||||||||||
| Commercial | |||||||||||||||||||||||
Military and law enforcement(1) | |||||||||||||||||||||||
| Total Winchester | |||||||||||||||||||||||
| Total sales | $ | $ | $ | $ | |||||||||||||||||||
(1) For the three months ended June 30, 2024 and 2023, revenue recognized over time represented $37.8 million and $26.1 million, respectively, and for the six months ended June 30, 2024 and 2023, revenue recognized over time represented $57.6 million and $48.8 million, respectively, associated with governmental contracts within our Winchester business.
NOTE 17. ENVIRONMENTAL
We are party to various government and private environmental actions associated with past manufacturing facilities and former waste disposal sites. The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites amounting to $155.3 million, $153.6 million and $151.8 million at June 30, 2024,
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December 31, 2023 and June 30, 2023, respectively, of which $123.3 million, $121.6 million and $126.8 million, respectively, were classified as other noncurrent liabilities.
Environmental provisions charged to income, which are included in costs of goods sold, were $6.4 million and $13.0 million for the three months ended June 30, 2024 and 2023, respectively, and $12.2 million and $16.2 million for the six months ended June 30, 2024 and 2023, respectively.
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 18. COMMITMENTS AND CONTINGENCIES
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. As of June 30, 2024, December 31, 2023 and June 30, 2023, our condensed balance sheets included accrued liabilities for these other legal actions of $12.5 million, $14.2 million and $15.9 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 19. 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 condensed 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:
| June 30, 2024 | December 31, 2023 | June 30, 2023 | |||||||||||||||
| Notional Value - Foreign Currency | ($ in millions) | ||||||||||||||||
| Buy | $ | $ | $ | ||||||||||||||
| Sell | |||||||||||||||||
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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:
| June 30, 2024 | December 31, 2023 | June 30, 2023 | |||||||||||||||
| Notional Value - Commodity | ($ in millions) | ||||||||||||||||
| Natural gas | $ | $ | $ | ||||||||||||||
| Ethane | |||||||||||||||||
| Metals | |||||||||||||||||
| Total notional | $ | $ | $ | ||||||||||||||
As of June 30, 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, lead, 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 June 30, 2024, we had open derivative contract positions through 2028. If all open futures contracts had been settled on June 30, 2024, we would have recognized a pretax gain of $8.0 million.
If commodity prices were to remain at June 30, 2024 levels, approximately $1.5 million of deferred gains, net of tax, would be reclassified into earnings during the next twelve months. The actual effect on earnings will be dependent on actual commodity prices when the forecasted transactions occur.
Fair Value Hedges
We use interest rate swaps as a means of managing interest expense and floating interest rate exposure to optimal levels. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings. We include the gain or loss on the hedged items (fixed-rate borrowings) in the same line item, interest expense, as the offsetting loss or gain on the related interest rate swaps. There were no outstanding interest rate swaps at June 30, 2024, December 31, 2023 and June 30, 2024.
Financial Statement Impacts
We present our derivative assets and liabilities in our condensed balance sheets on a net basis whenever we have a legally enforceable master netting agreement with the counterparty to our derivative contracts. We use these agreements to manage and substantially reduce our potential counterparty credit risk.
The following table summarizes the location and fair value of the derivative instruments on our condensed balance sheets:
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| June 30, 2024 | December 31, 2023 | June 30, 2023 | ||||||||||||||||||
| Balance Sheet Location | ($ in millions) | |||||||||||||||||||
| Current Assets | ||||||||||||||||||||
| Commodity contracts | Other current assets | $ | $ | $ | ||||||||||||||||
| Foreign currency contracts | Other current assets | |||||||||||||||||||
| Noncurrent Assets | ||||||||||||||||||||
| Commodity contracts | Other assets | |||||||||||||||||||
Total derivative assets(1) | $ | $ | $ | |||||||||||||||||
| Current Liabilities | ||||||||||||||||||||
| Commodity contracts | Accrued liabilities | $ | $ | $ | ||||||||||||||||
| Foreign currency contracts | Accrued liabilities | ( | ||||||||||||||||||
| Noncurrent Liabilities | ||||||||||||||||||||
| Commodity contracts | Other liabilities | |||||||||||||||||||
Total derivative liabilities(1) | $ | $ | $ | |||||||||||||||||
(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 condensed statements of operations:
| Amount of Gain (Loss) for the | |||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||
| Location of Gain (Loss) | ($ in millions) | ||||||||||||||||||||||||||||
| Cash Flow Hedges | |||||||||||||||||||||||||||||
| Commodity contracts | Other comprehensive income (loss) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||
| Commodity contracts | Cost of goods sold | ( | ( | ( | ( | ||||||||||||||||||||||||
| Not Designated as Hedging Instruments | |||||||||||||||||||||||||||||
| Commodity contracts | Cost of goods sold | ( | |||||||||||||||||||||||||||
| Foreign exchange contracts | Selling and administrative | ( | ( | ||||||||||||||||||||||||||
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 June 30, 2024, December 31, 2023 and June 30, 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.
NOTE 20. FAIR VALUE MEASUREMENTS
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
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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 condensed 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.
We are required to separately disclose assets and liabilities measured at fair value on a recurring basis, from those measured at fair value on a nonrecurring basis. Nonfinancial assets measured at fair value on a nonrecurring basis are intangible assets and goodwill, which are reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred.
Commodity Contracts
We use commodity derivative contracts for certain raw materials and energy costs such as copper, zinc, lead, ethane, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations. 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 Contracts
We enter into forward sales and purchase contracts to manage currency risk resulting from purchase and sale commitments denominated in foreign currencies. 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.
Financial Instruments
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 June 30, 2024, December 31, 2023 and June 30, 2023, the fair value measurements of debt were $2,717.3 million, $2,626.2 million and $2,661.1 million, respectively.
Nonrecurring Fair Value Measurements
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 or liabilities measured at fair value on a nonrecurring basis as of June 30, 2024, December 31, 2023 or June 30, 2023.
Item 2. 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
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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.
EXECUTIVE SUMMARY
Overview
Net income for the three and six months ended June 30, 2024 was $74.2 million and $122.8 million, respectively, compared to $146.9 million and $303.2 million, for the prior year periods, respectively. The decrease of $72.7 million and $180.4 million, respectively, in net income from the prior year periods was primarily due to a decline in operating results across our chemicals business segments, partially offset by improved operating results from our Winchester segment. Net income for both the three and six months ended June 30, 2023 also reflects a gain of $27.0 million for the sale of our domestic private trucking fleet and operations. Diluted net income per share was $0.62 and $1.01 for the three and six months ended June 30, 2024, respectively, compared to $1.13 and $2.29 in the prior year periods, respectively, a decrease of $0.51 and $1.28 per share, or 45% and 56%, respectively.
Chlor Alkali Products and Vinyls reported segment income was $99.3 million and $175.9 million for the three and six months ended June 30, 2024, respectively. Chlor Alkali Products and Vinyls segment results were lower than the comparable prior year periods due to lower caustic soda pricing, partially offset by lower costs associated with product purchased from other parties and lower raw material and operating costs.
Epoxy reported a segment loss of $3.0 million and $14.8 million for the three and six months ended June 30, 2024, respectively. Epoxy segment results were lower than the comparable prior year periods primarily due to lower product pricing, partially offset by increased volumes.
Winchester reported segment income of $70.3 million and $142.5 million for the three and six months ended June 30, 2024, respectively. Winchester segment results were higher than the comparable prior year periods due to higher sales volumes, which included White Flyer results, partially offset by lower product pricing.
Liquidity and Share Repurchases
During the six months ended June 30, 2024, we repurchased and retired 3.9 million shares of common stock at a total value of $211.4 million. As of June 30, 2024, we had $787.0 million of remaining authorized common stock to be repurchased under our 2022 Repurchase Authorization Program.
During the six months ended June 30, 2024, we had net borrowings of $238.9 million with $343.0 million borrowed under our Senior Revolving Credit Facility, which was utilized to repay $70.0 million of tax-exempt variable-rate bonds and $29.7 million under our Receivables Financing Agreement.
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 is a result of hurricane-related damage to Olin facilities in Freeport, TX, impacting Olin’s normal production and logistics capabilities including access to power, raw materials, and other essential feedstocks and services. During July 2024, we safely returned many Freeport, TX plants to operation. Wind damage to ancillary equipment has prevented some assets from returning to operation. Once this critical equipment is restored, those remaining assets, including our vinyl chloride monomer and phenol/acetone plants, will be restarted. We expect our third quarter 2024 Chemical businesses’ results to be reduced by approximately $100 million due to incremental costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales.
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
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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) manufacturing facility at 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.
CONSOLIDATED RESULTS OF OPERATIONS
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| ($ in millions, except per share data) | |||||||||||||||||||||||
| Sales | $ | 1,644.0 | $ | 1,702.7 | $ | 3,279.3 | $ | 3,547.0 | |||||||||||||||
| Cost of goods sold | 1,406.2 | 1,392.6 | 2,834.2 | 2,834.3 | |||||||||||||||||||
| Gross margin | 237.8 | 310.1 | 445.1 | 712.7 | |||||||||||||||||||
| Selling and administrative | 94.6 | 101.2 | 196.5 | 213.0 | |||||||||||||||||||
| Restructuring charges | 6.8 | 19.2 | 15.1 | 80.1 | |||||||||||||||||||
| Other operating income | — | 27.0 | 0.2 | 27.5 | |||||||||||||||||||
| Operating income | 136.4 | 216.7 | 233.7 | 447.1 | |||||||||||||||||||
| Interest expense | 46.6 | 45.3 | 91.2 | 87.7 | |||||||||||||||||||
| Interest income | 0.9 | 1.1 | 1.7 | 2.2 | |||||||||||||||||||
| Non-operating pension income | 5.9 | 5.4 | 12.7 | 11.1 | |||||||||||||||||||
| Income before taxes | 96.6 | 177.9 | 156.9 | 372.7 | |||||||||||||||||||
| Income tax provision | 24.3 | 33.2 | 36.8 | 74.0 | |||||||||||||||||||
| Net income | $ | 72.3 | $ | 144.7 | 120.1 | 298.7 | |||||||||||||||||
| Net loss attributable to noncontrolling interests | (1.9) | (2.2) | (2.7) | (4.5) | |||||||||||||||||||
| Net income attributable to Olin Corporation | $ | 74.2 | $ | 146.9 | $ | 122.8 | $ | 303.2 | |||||||||||||||
| Net income attributable to Olin Corporation per common share: | |||||||||||||||||||||||
| Basic | $ | 0.63 | $ | 1.15 | $ | 1.03 | $ | 2.35 | |||||||||||||||
| Diluted | $ | 0.62 | $ | 1.13 | $ | 1.01 | $ | 2.29 | |||||||||||||||
Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023
Sales for the three months ended June 30, 2024 were $1,644.0 million compared to $1,702.7 million in the same period last year, a decrease of $58.7 million, or 3%. Chlor Alkali Products and Vinyls sales decreased by $82.0 million primarily due to lower caustic soda pricing, partially offset by increased volumes which were primarily associated with products purchased from other parties. Epoxy sales decreased by $16.1 million, primarily due to lower product pricing, partially offset by increased sales volumes. Winchester sales increased by $39.4 million, primarily due to second quarter 2024 sales from White Flyer and increased sales to international military customers.
Gross margin decreased $72.3 million for the three months ended June 30, 2024 compared to the prior year. Chlor Alkali Products and Vinyls gross margin decreased by $77.8 million primarily due to lower caustic soda pricing. Epoxy gross margin decreased by $4.4 million primarily due to lower product pricing, partially offset by increased volumes. Winchester gross margin increased by $2.9 million primarily due to higher sales volumes, including White Flyer, partially offset by lower product pricing. Gross margin as a percentage of sales decreased to 14% in 2024 from 18% in 2023, across all segments.
Selling and administrative expenses for the three months ended June 30, 2024 were $94.6 million, a decrease of $6.6 million from the prior year. The decrease was primarily due to lower stock-based compensation expense of $6.7 million, which includes mark-to-market adjustments. Selling and administrative expenses as a percentage of sales was 6% for both the three months ended June 30, 2024 and 2023.
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Restructuring charges for the three months ended June 30, 2024 and 2023 were $6.8 million and $19.2 million, respectively. The decrease in charges was primarily due to a decline in charges associated with our 2023 actions to reconfigure our global Epoxy asset footprint to optimize the most productive and cost effective assets to support our strategic operating model, which resulted in pretax restructuring charges of $5.8 million and $13.3 million for the three months ended June 30, 2024 and 2023, respectively.
Other operating income for the three months ended June 30, 2023 included a gain of $27.0 million for the sale of our domestic private trucking fleet and operations.
Interest expense increased by $1.3 million for the three months ended June 30, 2024 from the prior year, primarily due to higher average interest rates.
Non-operating pension income includes all components of pension and other postretirement net periodic benefit (income) cost, other than service costs. Non-operating pension income was higher for the three months ended June 30, 2024 primarily due to a decrease in the discount rate used to determine interest costs, partially offset by higher actuarial losses recognized to income.
The effective tax rate for the three months ended June 30, 2024 included a net $0.6 million tax benefit, primarily associated with stock-based compensation and U.S. Federal tax credits purchased at a discount, partially offset by an expense from prior year tax positions and a change in tax contingencies. Excluding these items, the effective tax rate for the three months ended June 30, 2024 of 25.8% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax and foreign income inclusions, partially offset by favorable permanent salt depletion deductions. The effective tax rate for the three months ended June 30, 2023 included a net $12.0 million tax benefit, primarily associated with stock-based compensation and prior year tax positions, partially offset by an expense from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions and from a change in tax contingencies. Excluding these items, the effective tax rate for the three months ended June 30, 2023 of 25.4% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax and an increase in the valuation allowance related to losses in foreign jurisdictions, partially offset by favorable permanent salt depletion deductions.
Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023
Sales for the six months ended June 30, 2024 were $3,279.3 million compared to $3,547.0 million in the same period last year, a decrease of $267.7 million, or 8%. Chlor Alkali Products and Vinyls sales decreased by $314.5 million primarily due to lower caustic soda pricing, partially offset by increased sales volumes associated with product purchased from other parties. Epoxy sales decreased by $35.5 million, primarily due to lower product pricing, partially offset by increased sales volumes. Winchester sales increased by $82.3 million, primarily due to 2024 sales from White Flyer, higher commercial ammunition sales volumes, and increased sales to international military customers.
Gross margin decreased $267.6 million for the six months ended June 30, 2024 compared to the prior year. Chlor Alkali Products and Vinyls gross margin decreased by $243.2 million primarily due to lower caustic soda pricing, partially offset by lower costs. Epoxy gross margin decreased by $39.9 million primarily due to lower product pricing, partially offset by increased volumes. Winchester gross margin increased by $11.0 million primarily due to higher sales volume, including White Flyer, partially offset by lower product pricing. Gross margin as a percentage of sales decreased to 14% in 2024 from 20% in 2023, across all segments.
Selling and administration expenses for the six months ended June 30, 2024 were $196.5 million, a decrease of $16.5 million from the prior year. The decrease was primarily due to lower stock-based compensation expense of $4.9 million, which includes mark-to-market adjustments, lower costs of $4.8 million associated with consulting and contract services and a favorable foreign currency impact of $3.8 million. Selling and administration expenses as a percentage of sales was 6% for both the six months ended June 30, 2024 and 2023.
Restructuring charges for the six months ended June 30, 2024 and 2023 were $15.1 million and $80.1 million, respectively. The decrease in charges was primarily due to a decline in charges associated with our 2023 actions to reconfigure our global Epoxy asset footprint to optimize the most productive and cost effective assets to support our strategic operating model, which resulted in pretax restructuring charges of $9.3 million and $71.1 million for the six months ended June 30, 2024 and 2023, respectively.
Other operating income for the six months ended June 30, 2023 included a gain of $27.0 million for the sale of our domestic private trucking fleet and operations.
Interest expense increased by $3.5 million for the six months ended June 30, 2024 from the prior year primarily due to higher average interest rates.
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Non-operating pension income includes all components of pension and other postretirement net periodic benefit (income) cost, other than service costs. Non-operating pension income was higher for the six months ended June 30, 2024 primarily due to a decrease in the discount rate used to determine interest costs, partially offset by higher actuarial losses recognized to income.
The effective tax rate for the six months ended June 30, 2024 included a net $3.3 million tax benefit, primarily associated with stock-based compensation and U.S. Federal tax credits purchased at a discount, partially offset by an expense from prior year tax positions and a change in tax contingencies. Excluding these items, the effective tax rate for the six months ended June 30, 2024 of 25.6% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax and foreign income inclusions, partially offset by favorable permanent salt depletion deductions. The effective tax rate for the six months ended June 30, 2023 included a net $17.2 million tax benefit, primarily associated with stock-based compensation, remeasurement of deferred taxes due to a decrease in our state effective tax rates, and prior year tax positions, partially offset by an expense from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions and from a change in tax contingencies. Excluding these items, the effective tax rate for the six months ended June 30, 2023 of 24.5% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax and an increase in the valuation allowance related to losses in foreign jurisdictions, partially offset by favorable permanent salt depletion deductions.
SEGMENT RESULTS
We define segment results as income (loss) before interest expense, interest income, other operating income (expense), non-operating pension income, other income and income taxes. We have three operating segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. The three operating segments reflect the organization used by our management for purposes of allocating resources and assessing performance. Chlorine and caustic soda used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Segment Detail | ($ in millions) | ||||||||||||||||||||||
| Sales | |||||||||||||||||||||||
| Chlor Alkali Products and Vinyls | $ | 920.3 | $ | 1,002.3 | $ | 1,804.9 | $ | 2,119.4 | |||||||||||||||
| Epoxy | 317.7 | 333.8 | 659.0 | 694.5 | |||||||||||||||||||
| Winchester | 406.0 | 366.6 | 815.4 | 733.1 | |||||||||||||||||||
| Total sales | $ | 1,644.0 | $ | 1,702.7 | $ | 3,279.3 | $ | 3,547.0 | |||||||||||||||
| Income before taxes | |||||||||||||||||||||||
| Chlor Alkali Products and Vinyls | $ | 99.3 | $ | 180.1 | $ | 175.9 | $ | 426.0 | |||||||||||||||
| Epoxy | (3.0) | (0.5) | (14.8) | 20.9 | |||||||||||||||||||
| Winchester | 70.3 | 64.7 | 142.5 | 125.7 | |||||||||||||||||||
| Corporate/other: | |||||||||||||||||||||||
| Environmental expense | (6.4) | (13.0) | (12.2) | (16.2) | |||||||||||||||||||
| Other corporate and unallocated costs | (17.0) | (22.4) | (42.8) | (56.7) | |||||||||||||||||||
| Restructuring charges | (6.8) | (19.2) | (15.1) | (80.1) | |||||||||||||||||||
| Other operating income | — | 27.0 | 0.2 | 27.5 | |||||||||||||||||||
| Interest expense | (46.6) | (45.3) | (91.2) | (87.7) | |||||||||||||||||||
| Interest income | 0.9 | 1.1 | 1.7 | 2.2 | |||||||||||||||||||
| Non-operating pension income | 5.9 | 5.4 | 12.7 | 11.1 | |||||||||||||||||||
| Income before taxes | $ | 96.6 | $ | 177.9 | $ | 156.9 | $ | 372.7 | |||||||||||||||
Chlor Alkali Products and Vinyls
Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023
Chlor Alkali Products and Vinyls sales for the three months ended June 30, 2024 were $920.3 million compared to $1,002.3 million for the same period in 2023, a decrease of $82.0 million, or 8%. The sales decrease was primarily due to
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lower caustic soda pricing, partially offset by increased volumes which were primarily associated with products purchased from other parties.
Chlor Alkali Products and Vinyls segment income was $99.3 million for the three months ended June 30, 2024 compared to $180.1 million for the same period in 2023. The decrease in segment results of $80.8 million was primarily due to lower caustic soda pricing ($243.4 million), partially offset by lower raw material and operating costs ($85.7 million), lower costs associated with product purchased from other parties ($40.5 million) and increased volumes ($36.4 million). Chlor Alkali Products and Vinyls second quarter 2023 segment results were negatively impacted by the maintenance turnaround and subsequent operating issues with the vinyl chloride monomer plant at the Freeport, TX facility, resulting in higher costs and reduced profit from lost sales. Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $105.8 million and $113.3 million for the three months ended June 30, 2024 and 2023, respectively.
Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023
Chlor Alkali Products and Vinyls sales for the six months ended June 30, 2024 were $1,804.9 million compared to $2,119.4 million for the same period in 2023, a decrease of $314.5 million, or 15%. The sales decrease was primarily due to lower caustic soda pricing, partially offset by increased sales volumes associated with products purchased from other parties.
Chlor Alkali Products and Vinyls segment income was $175.9 million for the six months ended June 30, 2024 compared to $426.0 million for the same period in 2023. The decrease in segment results of $250.1 million was primarily due to lower caustic soda pricing ($396.6 million), and an unfavorable product mix ($82.7 million), partially offset by lower costs associated with products purchased from other parties ($117.7 million) and lower raw material and operating costs ($111.5 million). Chlor Alkali Products and Vinyls second quarter 2023 segment results were negatively impacted by the maintenance turnaround and subsequent operating issues with the vinyl chloride monomer plant at the Freeport, TX facility, resulting in higher costs and reduced profit from lost sales. Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $212.6 million and $227.7 million for the six months ended June 30, 2024 and 2023, respectively.
Epoxy
Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023
Epoxy sales for the three months ended June 30, 2024 were $317.7 million compared to $333.8 million for the same period in 2023, a decrease of $16.1 million, or 5%. The sales decrease was primarily due to lower product prices ($35.5 million) and an unfavorable effect of foreign currency translation ($1.9 million), partially offset by increased sales volumes ($21.3 million).
Epoxy segment loss was $3.0 million for the three months ended June 30, 2024 compared to segment loss of $0.5 million for the same period in 2023. The decrease in segment results of $2.5 million was primarily due to lower product prices ($35.5 million), which continue to be impacted by significant exports out of Asia into Europe and North America markets, partially offset by increased volumes and improved product mix ($25.1 million) and lower raw material and operating costs ($7.9 million). A significant percentage of our Euro denominated sales are of products manufactured within Europe. As a result, the impact of foreign currency translation on revenue is primarily offset by the impact of foreign currency translation on raw materials and manufacturing costs also denominated in Euros. Epoxy segment results included depreciation and amortization expense of $13.4 million and $15.2 million for the three months ended June 30, 2024 and 2023, respectively.
Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023
Epoxy sales for the six months ended June 30, 2024 were $659.0 million compared to $694.5 million for the same period in 2023, a decrease of $35.5 million, or 5%. The sales decrease was primarily due to lower product prices ($133.6 million) and an unfavorable effect of foreign currency translation ($2.4 million), partially offset by increased sales volumes ($100.5 million).
Epoxy segment loss was $14.8 million for the six months ended June 30, 2024 compared to segment income of $20.9 million for the same period in 2023. The decrease in segment results of $35.7 million was primarily due to lower product prices ($133.6 million), which continues to be impacted by significant exports out of Asia into the European and North American markets, partially offset by increased volumes and improved product mix ($83.5 million) and lower raw material and operating costs ($14.4 million). 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 $26.9 million and $29.7 million for the six months ended June 30, 2024 and 2023, respectively.
Winchester
Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023
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Winchester sales were $406.0 million for the three months ended June 30, 2024 compared to $366.6 million for the same period in 2023, an increase of $39.4 million, or 11%. The increase was due to higher sales to commercial customers ($22.6 million), higher sales to domestic and international military customers ($20.5 million), partially offset by lower sales to law enforcement agencies ($3.7 million). Commercial sales were primarily impacted by 2024 sales from White Flyer, partially offset by lower ammunition volumes. The increase in sales to military customers was due to international military sales more than doubling in 2024 compared to 2023.
Winchester segment income was $70.3 million for the three months ended June 30, 2024 compared to $64.7 million for the same period in 2023, an increase of $5.6 million. The increase in segment results was due to higher sales volumes ($11.7 million), which includes White Flyer, partially offset by higher commodity and operating costs ($3.6 million) and lower product pricing ($2.5 million). Winchester segment income included depreciation and amortization expense of $8.3 million and $6.3 million for the three months ended June 30, 2024 and 2023, respectively.
Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023
Winchester sales were $815.4 million for the six months ended June 30, 2024 compared to $733.1 million for the same period in 2023, an increase of $82.3 million, or 11%. The increase was due to higher sales to commercial customers ($64.9 million), higher sales to domestic and international military customers ($26.6 million), partially offset by lower sales to law enforcement agencies ($9.2 million). Commercial sales were primarily impacted by 2024 sales from White Flyer and increased ammunition volumes. The increase in sales to military customers was primarily due to international military sales increasing 165% compared to 2023.
Winchester segment income was $142.5 million for the six months ended June 30, 2024 compared to $125.7 million for the same period in 2023, an increase of $16.8 million. The increase in segment results was due to higher sales volumes ($23.0 million), which includes White Flyer, and lower commodity and operating costs ($0.4 million), partially offset by lower product pricing ($6.6 million). Winchester segment income included depreciation and amortization expense of $16.2 million and $12.5 million for the six months ended June 30, 2024 and 2023, respectively.
Corporate/Other
Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023
For the three months ended June 30, 2024, charges to income for environmental investigatory and remedial activities were $6.4 million compared to $13.0 million for the three months ended June 30, 2023. These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.
For the three months ended June 30, 2024, other corporate and unallocated costs were $17.0 million compared to $22.4 million for the three months ended June 30, 2023, a decrease of $5.4 million. The decrease was primarily due to lower variable incentive compensation costs ($2.1 million), which includes mark-to-market adjustments on stock-based compensation expense, lower legal and legal-related settlement expenses ($1.3 million) and a favorable foreign currency impact ($1.3 million).
Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023
For the six months ended June 30, 2024, charges to income for environmental investigatory and remedial activities were $12.2 million compared to $16.2 million for the six months ended June 30, 2023. These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.
For the six months ended June 30, 2024, other corporate and unallocated costs were $42.8 million compared to $56.7 million for the six months ended June 30, 2023, a decrease of $13.9 million. The decrease was primarily due to lower variable incentive compensation costs ($6.6 million), which includes mark-to-market adjustments on stock-based compensation expense, a favorable foreign currency impact ($3.8 million) and lower legal and legal-related settlement expenses ($2.1 million).
Restructurings
In connection with the previously announced Epoxy Optimization Plan, for the three months ended June 30, 2024 and 2023, we recorded restructuring charges of $5.8 million and $13.3 million, respectively, and for the six month ended June 30, 2024 and 2023, we recorded restructuring charges of $9.3 million and $71.1 million, respectively. We expect to incur additional restructuring charges through 2025 of approximately $15 million related to these actions.
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For the three months ended June 30, 2024 and 2023, we incurred charges of $1.0 million and $5.9 million, respectively, and for the six month ended June 30, 2024 and 2023, we incurred charges of $5.8 million and $9.0 million, respectively, associated with other previously disclosed restructuring plans. We expect to incur additional restructuring charges through 2027 of approximately $40 million related to these actions. Discussion on our restructuring activity, including a description of each plan, is referenced under Item 1, within Note 4, “Restructuring Charges.” Pretax restructuring charges related to our actions include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs and the write-off of equipment and facilities.
OUTLOOK
In the second quarter 2024, we saw sequential improvement in our Chemical businesses. As a result of the temporary disruption of operations at our Freeport, TX, facility from Hurricane Beryl, we expect our third quarter 2024 Chemical businesses’ results to be reduced by approximately $100 million due to incremental costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales. Before considering the effects of Hurricane Beryl, we had anticipated our Chemical businesses’ third quarter 2024 results to be comparable to second quarter 2024.
In the second quarter 2024, our Winchester business achieved significant military growth, offset by lower commercial ammunition volumes and increased costs. We expect our Winchester business third quarter results to improve from second quarter levels with seasonally stronger commercial ammunition demand and continued military growth.
Other corporate and unallocated costs in 2024 are expected to be comparable with the $106.3 million in 2023.
During 2024, we anticipate environmental expenses in the $25 million to $35 million range, compared to $23.7 million in 2023.
We expect non-operating pension income in 2024 to be similar to the $24.0 million in 2023. 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 2024. We have several international qualified defined benefit pension plans for which we anticipate cash contributions of less than $5 million in 2024.
In 2024, we currently expect our capital spending to be in the $225 million range, including $10 million of additional capital associated with Hurricane Beryl, and we expect to make payments under other long-term supply contracts of approximately $50 million for energy modernization on the U.S. Gulf Coast. We expect 2024 depreciation and amortization expense to be in the $500 million to $525 million range.
We currently believe the 2024 effective tax rate will be in the 25% to 30% range and our cash tax rate to be in the 30% range.
ENVIRONMENTAL MATTERS
Environmental provisions charged to income, which are included in costs of goods sold, were $6.4 million and $13.0 million for the three months ended June 30, 2024 and 2023, respectively, and were $12.2 million and $16.2 million for the six month ended June 30, 2024 and 2023, respectively.
The following table summarizes the environmental liability activity:
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Environmental Liabilities | ($ in millions) | ||||||||||
| Balance at beginning of year | $ | 153.6 | $ | 146.6 | |||||||
| Charges to income | 12.2 | 16.2 | |||||||||
| Remedial and investigatory spending | (10.5) | (11.0) | |||||||||
| Balance at end of period | $ | 155.3 | $ | 151.8 | |||||||
Environmental investigatory and remediation activities spending was associated with former waste disposal sites and past manufacturing operations. Spending in 2024 for investigatory and remedial efforts, the timing of which is subject to regulatory approvals and other uncertainties, is estimated to be approximately $30 million. Cash outlays for remedial and investigatory activities associated with former waste disposal sites and past manufacturing operations were not charged to income, but instead, were charged to reserves established for such costs identified and expensed to income in prior periods. 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
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on whether our investigatory and remedial activities are in preliminary or advanced stages. With respect to unasserted claims, we accrue liabilities for costs that, in our experience, we expect to incur to protect our interests against those unasserted claims. Our accrued liabilities for unasserted claims amounted to $11.7 million at June 30, 2024. 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. Charges to income for investigatory and remedial efforts may be material to our operating results in 2024.
The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites amounting to $155.3 million, $153.6 million and $151.8 million at June 30, 2024, December 31, 2023 and June 30, 2023, respectively, of which $123.3 million, $121.6 million and $126.8 million, respectively, were classified as other noncurrent liabilities. These amounts do not take into account any discounting of future expenditures or any consideration of insurance recoveries or advances in technology. These liabilities are reassessed periodically to determine if environmental circumstances have changed and/or remediation efforts and our estimate of related costs have changed. As a result of these reassessments, future charges to income may be made for additional liabilities.
Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting from investigatory studies, advances in technology, changes in environmental laws and regulations and their application, changes in regulatory authorities, the scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other Potentially Responsible Parties (PRPs), our ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs. It is possible that some of these matters (the outcomes of which are subject to various uncertainties) may be resolved unfavorably to us, which could materially adversely affect our financial position or results of operations.
LEGAL MATTERS AND CONTINGENCIES
Discussion of legal matters and contingencies can be referred to under Item 1, within Note 18, “Commitments and Contingencies.”
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow Data
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Provided by (Used for) | ($ in millions) | ||||||||||
| Net operating activities | $ | 171.6 | $ | 343.0 | |||||||
| Capital expenditures | (100.8) | (128.8) | |||||||||
| Payments under other long-term supply contracts | (46.7) | (29.6) | |||||||||
| Proceeds from disposition of property, plant and equipment | — | 28.8 | |||||||||
| Net investing activities | (150.4) | (130.6) | |||||||||
| Long-term debt borrowings, net | 238.9 | 143.7 | |||||||||
| Common stock repurchased and retired | (211.4) | (393.0) | |||||||||
| Stock options exercised | 21.7 | 11.9 | |||||||||
| Dividends paid | (47.6) | (51.8) | |||||||||
| Contributions received from noncontrolling interests | — | 44.1 | |||||||||
| Net financing activities | (8.9) | (245.1) | |||||||||
Operating Activities
For the six months ended June 30, 2024, cash provided by operating activities decreased by $171.4 million from the six months ended June 30, 2023, primarily due to a decrease in operating results, partially offset by a smaller increase in working capital compared with the prior year. For the six months ended June 30, 2024, working capital increased $166.3 million compared to an increase of $213.7 million for the six months ended June 30, 2023. Inventories increased by $19.3 million from December 31, 2023, which reflects normal seasonal growth, partially offset by inventory reduction efforts over the last year. Accounts payable and accrued liabilities decreased $63.8 million from December 31, 2023, primarily as a result of timing of payments during the first half of 2024.
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Investing Activities
Capital spending was $100.8 million for the six months ended June 30, 2024 compared to $128.8 million for the comparable period in 2023. Our capital spending forecast represents normal capital spending to maintain our current operating facilities. For the full year 2024, we expect our capital spending to be in the $225 million range, including $10 million of additional capital associated with Hurricane Beryl. We expect 2024 depreciation and amortization expense to be in the $500 million to $525 million range.
For the six months ended June 30, 2024, payments under other long-term supply contracts was $46.7 million for energy modernization on the U.S. Gulf Coast. We expect to make payments for the full year 2024 of approximately $50 million.
For the six months ended June 30, 2023, we received $28.5 million of cash proceeds for the sale of our domestic private trucking fleet and operations.
Financing Activities
For the six months ended June 30, 2024, we had long-term debt borrowings, net of repayments of $238.9 million. For the six months ended June 30, 2023, we had long-term debt borrowings, net of repayments of $143.7 million.
For the six months ended June 30, 2024 and 2023, 3.9 million and 7.1 million shares, respectively, of common stock were repurchased and retired at a total value of $211.4 million and $393.0 million, respectively.
We issued 0.8 million and 0.4 million shares representing stock options exercised for the six months ended June 30, 2024 and 2023, respectively, with a total value of $21.7 million and $11.9 million, respectively. For the six months ended June 30, 2024, we withheld and paid $10.5 million for employee taxes on share-based payment arrangements.
For the six months ended June 30, 2023, we received $44.1 million of cash contributions from noncontrolling interests for BWA.
The percent of total debt to total capitalization increased to 57.3% as of June 30, 2024 from 54.1% as of December 31, 2023, primarily as a result of a higher level of debt outstanding, partially offset by lower shareholders’ equity, primarily due to common stock repurchases, partially offset by our operating results.
In the first and second quarters of 2024 and 2023, we paid a quarterly dividend of $0.20 per share. Dividends paid for the six months ended June 30, 2024 and 2023, were $47.6 million and $51.8 million, respectively. On July 24th, 2024, our Board of Directors declared a dividend of $0.20 per share on our common stock, payable on September 13th, 2024, to shareholders of record on August 8th, 2024.
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, Receivables Financing Agreement (as defined below) and AR Facilities (as defined below). 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 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 existing 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 June 30, 2024, we had $788.6 million available under our $1,200.0 million Senior Revolving Credit Facility because we had $411.0 million borrowed under the facility and issued $0.4 million of letters of credit. During the second quarter of 2024, we utilized our Senior Revolving Credit Facility to repay $50.0 million of Go Zone and $20.0 million of Recovery Zone tax-exempt variable-rate bonds.
We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of June 30, 2024, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate
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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 June 30, 2024, there were no covenants or other restrictions that limited our ability to borrow.
We believe, based on current and projected levels of cash flow from our operations, together with our cash and cash equivalents on hand and the availability to borrow under our Senior Revolving Credit Facility and AR Facilities, we have sufficient liquidity to meet our short-term and long-term needs to make required payments of interest on our debt, fund our operating needs, working capital and our capital expenditure requirements, and comply with the financial ratios in our debt agreements.
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 six months ended June 30, 2024, 3.9 million shares of common stock have been repurchased and retired at a total value of $211.4 million. As of June 30, 2024, 23.2 million shares of common stock have been repurchased and retired at a total value of $1,213.0 million under the 2022 Repurchase Authorization program, and $787.0 million of common stock remained authorized to be repurchased under the program.
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 Senior Credit Facility. As of June 30, 2024, December 31, 2023 and June 30, 2023, we had $298.8 million, $328.5 million and $234.8 million, respectively, drawn under the agreement. As of June 30, 2024, $429.8 million of our trade receivables were pledged as collateral and we had $0.5 million additional borrowing capacity under the Receivables Financing Agreement, which was limited by our borrowing base.
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 $175.5 million and certain of our foreign subsidiaries may sell their accounts receivable up to a maximum of €22.0 million. We will continue to service the outstanding accounts sold. These receivables qualify for sales treatment under ASC 860 and, accordingly, the proceeds are included in net cash provided by operating activities in the condensed statements of cash flows.
The following table summarizes the AR facilities activity:
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| AR Facilities | ($ in millions) | ||||||||||
| Balance at beginning of period | $ | 63.3 | $ | 111.8 | |||||||
| Gross receivables sold | 375.0 | 532.6 | |||||||||
| Payments received from customers on sold accounts | (376.9) | (567.2) | |||||||||
| Balance at end of period | $ | 61.4 | $ | 77.2 | |||||||
The factoring discount paid under the AR Facilities is recorded as interest expense on the condensed statements of operations. The factoring discount was $1.1 million and $1.3 million for the three months ended June 30, 2024 and 2023, respectively, and $2.1 million and $2.5 million for the six months ended June 30, 2024 and 2023, respectively. The agreements are without recourse and therefore no recourse liability has been recorded as of June 30, 2024.
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At June 30, 2024, we had total letters of credit of $135.2 million outstanding, of which $0.4 million were issued under our Senior Revolving Credit Facility. The letters of credit were used to support certain long-term debt obligations, workers compensation insurance policies, plant closure and post-closure obligations, international payment obligations and international pension funding requirements.
Our current debt structure is used to fund our business operations. As of June 30, 2024, we had long-term borrowings, including the current installment, of $2,910.9 million, of which $1,132.6 million were at variable rates. Included within long-term borrowings on the condensed balance sheets were deferred debt issuance costs and unamortized bond original issue discount of $14.9 million as of June 30, 2024. Commitments from banks under our Senior Revolving Credit Facility and AR Facilities are additional sources of liquidity.
We have registered an undetermined amount of securities with the SEC, so that, from time-to-time we may issue debt securities, preferred stock and/or common stock and associated warrants in the public market under that registration statement.
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 June 30, 2024:
| Credit Rating Agency | Long-term Rating | Outlook | ||||||||||||
| Fitch Ratings | BBB- | Stable | ||||||||||||
| Moody’s Investors Service | Ba1 | Stable | ||||||||||||
| Standard & Poor’s | BB+ | Positive | ||||||||||||
On June 24, 2024, Moody’s affirmed Olin’s Ba1 rating and stable outlook. On March 14, 2024, Fitch affirmed Olin’s BBB- rating and stable outlook. On April 30, 2023, S&P affirmed Olin’s BB+ rating and positive outlook.
Contractual Obligations
Purchasing commitments are utilized in our normal course of business for our projected needs. We have supply contracts with various third parties for certain raw materials including ethylene, electricity, propylene and benzene. These agreements are maintained through long-term cost based contracts that provide us with a reliable supply of key raw materials. There have been no material changes in our contractual obligations and commitments as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023 other than those which occur in the ordinary course of business.
New Accounting Pronouncements
Discussion of new accounting pronouncements can be referred to under Item 1, within Note 2, “Recent Accounting Pronouncements.”
Item 3. 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 June 30, 2024, we maintained open positions on commodity contracts with a notional value totaling $208.1 million ($191.0 million at December 31, 2023 and $244.1 million at June 30, 2023). Assuming a hypothetical 10% increase in commodity prices which are currently hedged, as of June 30, 2024, we would experience a $20.8 million ($19.1 million at December 31, 2023 and $24.4 million at June 30, 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%
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would negatively affect the fair values of the derivatives held to hedge currency exposures by $15.2 million. 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 AR Facilities are additional sources of liquidity. As of June 30, 2024, December 31, 2023 and June 30, 2023, we had long-term borrowings, including current installments and finance lease obligations, of $2,910.9 million, $2,670.1 million and $2,726.3 million, respectively, of which $1,132.6 million, $893.7 million and $951.3 million at June 30, 2024, December 31, 2023 and June 30, 2023, respectively, were issued at variable rates. Included within long-term borrowings on the condensed balance sheets were deferred debt issuance costs and unamortized bond original issue discount.
Assuming no changes in the $1,132.6 million of variable-rate debt levels from June 30, 2024, we estimate that a hypothetical change of 100-basis points in the secured overnight financing rate (SOFR) would impact annual interest expense by $11.3 million.
If the actual changes in commodities, foreign currency, or interest pricing is 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.
Item 4. CONTROLS AND PROCEDURES
Our Chief Executive Officer and our Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of June 30, 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 June 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q 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 quarterly report on Form 10-Q 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 quarterly 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, many of which are discussed in more detail in our filings with the SEC, including without limitation the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2023, and our Quarterly Reports on Form 10-Q and other reports furnished or filed with the SEC, include, but are not limited to, the following:
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Business, Industry and Operational Risks
•sensitivity to economic, business and market conditions in the United States and overseas, including economic instability or a downturn in the sectors served by us;
•declines in average selling prices for our products and the supply/demand balance for our products, including the impact of excess industry capacity or an imbalance in demand for our chlor alkali products;
•unsuccessful execution of our strategic operating model, which prioritizes Electrochemical Unit (ECU) margins over sales volumes;
•failure to identify, attract, develop, retain and motivate qualified employees throughout the organization and ability to manage executive officer and other key senior management transitions;
•failure to control costs and inflation impacts or failure to achieve targeted cost reductions;
•our reliance on a limited number of suppliers for specified feedstock and services and our reliance on third-party transportation;
•the occurrence of unexpected manufacturing interruptions and outages, including those occurring as a result of labor disruptions and production hazards;
•exposure to physical risks associated with climate-related events or increased severity and frequency of severe weather events;
•availability of and/or higher-than-expected costs of raw material, energy, transportation, and/or logistics;
•the failure or an interruption, including cyber-attacks, of our information technology systems;
•our inability to complete future acquisitions or joint venture transactions or successfully integrate them into our business;
•risks associated with our international sales and operations, including economic, political or regulatory changes;
•our indebtedness and debt service obligations;
•weak industry conditions affecting our ability to comply with the financial maintenance covenants in our senior credit facility;
•adverse conditions in the credit and capital markets, limiting or preventing our ability to borrow or raise capital;
•the effects of any declines in global equity markets on asset values and any declines in interest rates or other significant assumptions used to value the liabilities in, and funding of, our pension plans;
•our long-range plan assumptions not being realized causing a non-cash impairment charge of long-lived assets;
Legal, Environmental and Regulatory Risks
•changes in, or failure to comply with, legislation or government regulations or policies, including changes regarding our ability to manufacture or use certain products and changes within the international markets in which we operate;
•new regulations or public policy changes regarding the transportation of hazardous chemicals and the security of chemical manufacturing facilities;
•unexpected outcomes from legal or regulatory claims and proceedings;
•costs and other expenditures in excess of those projected for environmental investigation and remediation or other legal proceedings;
•various risks associated with our Lake City U.S. Army Ammunition Plant contract and performance under other governmental contracts; and
•failure to effectively manage environmental, social and governance (ESG) issues and related regulations, including climate change and sustainability.
All of our forward-looking statements should be considered 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.
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Part II — OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Discussion of legal matters and contingencies can be referred to under Item 1, within Note 18, “Commitments and Contingencies.”
Item 1A. RISK FACTORS
Not Applicable.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Not Applicable.
(b) Not Applicable.
(c) Issuer Purchases of Equity Securities
| Period | Total Number of Shares (or Units) Purchased(1) | Average Price Paid per Share (or Unit)(2) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | |||||||||||||||||||||||||
| April 1-30, 2024 | 630,920 | $ | 55.49 | 630,920 | |||||||||||||||||||||||||
| May 1-31, 2024 | 813,819 | $ | 54.54 | 813,819 | |||||||||||||||||||||||||
| June 1-30, 2024 | 511,741 | $ | 50.10 | 511,741 | |||||||||||||||||||||||||
| Total | $ | 786,969,451 | (1) | ||||||||||||||||||||||||||
(1)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 June 30, 2024, 23,183,616 shares of common stock had been repurchased and retired at a total value of $1,213.0 million and $787.0 million of common stock remained available for purchase under the 2022 Repurchase Authorization program.
(2)Average price paid per share includes transaction costs including commissions and fees paid to acquire the shares and excludes costs accrued associated with 1% excise tax on the fair market value of stock repurchases.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
Item 4. MINE SAFETY DISCLOSURES
Not Applicable.
Item 5. OTHER INFORMATION
(a) Not Applicable.
(b) Not Applicable.
(c) During the three months ended June 30, 2024, no director or officer of Olin adopted, terminated or modified 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.
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Item 6. EXHIBITS
| Exhibit | Exhibit Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32 | ||||||||
| 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.
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SIGNATURES
Pursuant to the requirements 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.
| OLIN CORPORATION | ||||||||
| (Registrant) | ||||||||
| By: | /s/ Todd A. Slater | |||||||
| Senior Vice President and Chief Financial Officer (Authorized Officer) | ||||||||
Date: July 26, 2024
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