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What changed in OLIN Corp's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of OLIN Corp's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+323 added−320 removedSource: 10-K (2025-02-20) vs 10-K (2024-02-22)

Top changes in OLIN Corp's 2024 10-K

323 paragraphs added · 320 removed · 261 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

73 edited+15 added−15 removed48 unchanged
Biggest changeGabriel, LA Salt, electricity Ethylene dichloride/vinyl chloride monomer Precursor to polyvinyl chloride used in vinyl siding, plumbing and automotive parts Freeport, TX Plaquemine, LA Chlorine, ethylene, ethylene dichloride Chlorinated organics intermediates Used as feedstocks in the production of fluoropolymers, fluorocarbon refrigerants and blowing agents, silicones, cellulosic and agricultural chemicals Freeport, TX Plaquemine, LA Stade, Germany Chlorine, ethylene dichloride, hydrogen chloride, methanol, RCls Chlorinated organic solvents Surface preparation, dry cleaning and pharmaceuticals Freeport, TX Plaquemine, LA Stade, Germany Chlorine, ethylene dichloride, hydrogen chloride, methanol, RCls 5 Table of Contents Products & Services Major End Uses Plants & Facilities Major Raw Materials & Components for Products/Services Sodium hypochlorite (bleach) Household cleaners, laundry bleaching, swimming pool sanitizers, semiconductors, water treatment, textiles, pulp & paper and food processing Augusta, GA Becancour, Canada Charleston, TN Freeport, TX Henderson, NV Lemont, IL McIntosh, AL* Niagara Falls, NY* Santa Fe Springs, CA Caustic soda, chlorine Hydrochloric acid Steel, oil & gas, plastics, organic chemical synthesis, water & wastewater treatment, brine treatment, artificial sweeteners, pharmaceuticals, food processing and ore & mineral processing Becancour, Canada Charleston, TN Freeport, TX McIntosh, AL Niagara Falls, NY Chlorine, hydrogen Potassium hydroxide Fertilizer manufacturing, soaps, detergents & cleaners, battery manufacturing, food processing chemicals and deicers Charleston, TN Electricity, potassium chloride Hydrogen Fuel source, hydrogen fuel cells, hydrogen peroxide and hydrochloric acid Becancour, Canada Charleston, TN Freeport, TX McIntosh, AL Niagara Falls, NY Plaquemine, LA St.
Biggest changeGabriel, LA Salt, electricity Ethylene dichloride/vinyl chloride monomer Precursor to polyvinyl chloride used in vinyl siding, plumbing and automotive parts Freeport, TX Plaquemine, LA Chlorine, ethylene, ethylene dichloride Chlorinated organics Used as solvents and feedstocks in the production of fluoropolymers, fluorocarbon refrigerants and blowing agents, silicones, cellulosics and agricultural chemicals Freeport, TX Plaquemine, LA Stade, Germany Chlorine, ethylene dichloride, hydrogen chloride, methanol Sodium hypochlorite (bleach) Household cleaners, laundry bleaching, swimming pool sanitizers, semiconductors, water treatment, textiles, pulp & paper and food processing Augusta, GA Becancour, Canada Charleston, TN Freeport, TX Henderson, NV Lemont, IL McIntosh, AL* Niagara Falls, NY* Santa Fe Springs, CA Caustic soda, chlorine 5 Table of Contents Products & Services Major End Uses Plants & Facilities Major Raw Materials & Components for Products/Services Hydrochloric acid Steel, oil & gas, plastics, organic chemical synthesis, water & wastewater treatment, brine treatment, artificial sweeteners, pharmaceuticals, food processing and ore & mineral processing Becancour, Canada Charleston, TN Freeport, TX McIntosh, AL Niagara Falls, NY Chlorine, hydrogen Potassium hydroxide Fertilizer manufacturing, soaps, detergents & cleaners, battery manufacturing, food processing chemicals and deicers Charleston, TN Electricity, potassium chloride Hydrogen Fuel source, hydrogen fuel cells, specialty amines and hydrochloric acid Becancour, Canada Charleston, TN Freeport, TX McIntosh, AL Niagara Falls, NY Plaquemine, LA St.
Products & Services Major End Uses Plants & Facilities Major Raw Materials & Components for Products/Services Winchester ® sporting ammunition (shotshells, small caliber centerfire & rimfire ammunition) Hunters, competitive and recreational shooters, law enforcement agencies East Alton, IL Independence, MO* Oxford, MS Brass, lead, steel, plastic, propellant and explosives Small caliber military ammunition Infantry and mounted weapons East Alton, IL Independence, MO* Oxford, MS Brass, lead, propellant, explosives Industrial products (8-gauge loads & powder-actuated tool loads) Maintenance applications in power & concrete industries, powder-actuated tools in construction industry East Alton, IL Oxford, MS Brass, lead, plastic, propellant, explosives White Flyer clay targets Competitive and recreational shooters Webb City, MO Dalton, GA Knox, IN San Bernardino, CA Coal Township, PA Limestone, pitch, sulfur, calcium stearate *Government-owned, contractor-operated (GOCO) facility 8 Table of Contents Strategies Maximize Existing Strengths.
Products & Services Major End Uses Plants & Facilities Major Raw Materials & Components for Products/Services Winchester ® sporting ammunition (shotshells, small caliber centerfire & rimfire ammunition) Hunters, competitive and recreational shooters, law enforcement agencies East Alton, IL Independence, MO* Oxford, MS Brass, lead, steel, plastic, propellant and explosives Small caliber military ammunition Infantry and mounted weapons East Alton, IL Independence, MO* Oxford, MS Brass, lead, propellant, explosives Industrial products (8-gauge loads & powder-actuated tool loads) Maintenance applications in power & concrete industries, powder-actuated tools in construction industry East Alton, IL Oxford, MS Brass, lead, plastic, propellant, explosives White Flyer clay targets Competitive and recreational shooters Webb City, MO Dalton, GA Knox, IN San Bernardino, CA Coal Township, PA Limestone, pitch, sulfur, calcium stearate * Government-owned, contractor-operated (GOCO) facility Strategies Maximize Existing Strengths.
Executing on our sustainability strategy, we believe Olin will increase value for our investors, employees, and customers by enhancing our strategic operating model through focused ESG actions.
Executing on our sustainability strategy, we believe Olin will increase value for our investors, employees, and customers by enhancing our operating model through focused ESG actions.
We sell some of our products, such as epoxy resins, caustic soda and sporting ammunition, to a large number of users or distributors, while we sell other products, such as chlorine and chlorinated organics, in substantial quantities to a relatively small number of industrial users. During 2023, no single customer accounted for more than 10% of sales.
We sell some of our products, such as epoxy resins, caustic soda and sporting ammunition, to a large number of users or distributors, while we sell other products, such as chlorine and chlorinated organics, in substantial quantities to a relatively small number of industrial users. During 2024, no single customer accounted for more than 10% of sales.
We satisfy our electricity needs through a combination of market power, long-term contracts and the operation of our own power assets, which allow for cost differentiation at specific U.S. manufacturing sites. Approximately 74% of our salt requirements are met by internal supply.
We satisfy our electricity needs through a combination of market power, long-term contracts and the operation of our own power assets, which allow for cost differentiation at specific U.S. manufacturing sites. Approximately 73% of our salt requirements are met by internal supply.
While the technologies to manufacture and transport chlorine and caustic soda are widely available, the production facilities require large capital investments, and are subject to significant regulatory and permitting requirements. There is a worldwide market for caustic soda, which attracts imports and allows exports depending on market conditions.
While the technologies to manufacture and transport chlorine and caustic soda are widely available, the production facilities require large capital investments and are subject to significant regulatory and permitting requirements. There is a global market for caustic soda, which attracts imports and allows exports depending on market conditions.
Electricity, salt, ethylene and methanol are the primary raw materials for our products. Electricity is the single largest raw material component in the production of Chlor Alkali Products and Vinyls products. Approximately 72% of our electricity is generated from natural gas or hydroelectric sources.
Electricity, salt, ethylene and methanol are the primary raw materials for our products. Electricity is the single largest raw material component in the production of Chlor Alkali Products and Vinyls products. Approximately 74% of our electricity is generated from natural gas or hydroelectric sources.
We are a party to various government and private environmental actions associated with former waste disposal sites and past manufacturing facilities. Charges to income for investigatory and remedial efforts were $30.1 million, $24.2 million and $16.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. These charges may be material to operating results in future years.
We are a party to various government and private environmental actions associated with former waste disposal sites and past manufacturing facilities. Charges to income for investigatory and remedial efforts were $30.2 million, $30.1 million and $24.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. These charges may be material to operating results in future years.
See our discussion on environmental matters contained in Note 21 “Environmental” of the notes to consolidated financial statements contained in Item 8 and under the heading “Environmental Matters” in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” CORPORATE RESPONSIBILITY At Olin, we are committed to corporate responsibility to ensure the long-term success of our business, our collective global society and the well-being of our environment.
See our discussion on environmental matters contained in Note 20, “Environmental,” of the notes to consolidated financial statements contained in Item 8 and under the heading “Environmental Matters” in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” CORPORATE RESPONSIBILITY At Olin, we are committed to corporate responsibility to ensure the long-term success of our business, our collective global society and the well-being of our environment.
Chlor alkali manufacturers in North America, with approximately 16 million tons of chlorine and 17 million tons of caustic soda capacity, account for approximately 15% of worldwide chlor alkali production capacity. In 2023, we have the largest chlor alkali capacity in North America and globally.
Chlor alkali manufacturers in North America, with approximately 16 million tons of chlorine and 17 million tons of caustic soda capacity, account for approximately 15% of worldwide chlor alkali production capacity. In 2024, we have the largest chlor alkali capacity in North America and globally.
These actions include: • Protecting our employees and communities through our industry-leading occupational and process safety programs • Proudly strengthening United States defense, international defense, law enforcement, and conservation through our Winchester ammunition brand • Significantly reducing our environmental impact by taking concrete steps through technology and commercial innovation to lower our carbon footprint, net water usage, and resource consumption • Developing and enabling sustainable solutions within the value chain through our product and service offerings • Consistently upholding our values and governance standards as we amplify our culture of inclusion and cultivate our diverse workforce We believe Olin’s industry leadership, focused ESG actions, and our engaged workforce will create a positive, long-lasting impact on our communities and the environment.
These actions include: • Protecting our employees and communities through our industry-leading occupational and process safety programs • Proudly strengthening United States defense, international defense, law enforcement, and conservation through our Winchester ammunition brand • Significantly reducing our environmental impact by taking concrete steps through technology and commercial innovation to lower our carbon footprint, net water usage, and resource consumption • Developing and enabling sustainable solutions within the value chain through our product and service offerings • Consistently upholding our values and governance standards as we amplify our culture of high performance and engagement We believe Olin’s industry leadership, focused ESG actions, and our engaged workforce will create a positive, long-lasting impact on our communities and the environment.
Army for up to three additional years. Our legendary Winchester ® product line includes all major gauges and calibers of shotgun shells, rimfire and centerfire ammunition for pistols and rifles, reloading components and industrial cartridges. We believe we are a leading U.S. supplier of small caliber commercial ammunition.
Army for up to three additional years. 7 Table of Contents Our legendary Winchester ® product line includes all major gauges and calibers of shotgun shells, rimfire and centerfire ammunition for pistols and rifles, reloading components and industrial cartridges. We believe we are a leading U.S. supplier of small caliber commercial ammunition.
This industry includes large diversified producers in North America and abroad, 9 Table of Contents including multiple producers located in China. Other large chlor alkali producers in North America include The Occidental Petroleum Corporation (Oxy), Westlake Chemical Corporation (Westlake), Formosa USA, and Shintech Inc., a subsidiary of Shin-Etsu Chemical Co., Ltd (Shintech).
This industry includes large, diversified producers in North America and abroad, including multiple producers located in Europe, China and India. Other large chlor alkali producers in North America include The 9 Table of Contents Occidental Petroleum Corporation, Westlake Chemical Corporation (Westlake), Formosa USA, and Shintech Inc., a subsidiary of Shin-Etsu Chemical Co., Ltd.
These products, along with chlorinated organics products and epoxy resins, generally consume chlorine as a raw material creating downstream applications that upgrade the value of the ECU. Our industry leadership in the production of chlorinated organics and epoxy resins, as well as other products, offers us multiple outlets for our captive chlorine.
These products, along with chlorinated organics products and epoxy resins, generally consume chlorine as a raw material creating downstream applications that upgrade the value of the ECU. Our industry 4 Table of Contents leadership in the production of chlorinated organics and epoxy resins, as well as other products, offers us multiple outlets for our captive chlorine.
PRODUCTS, SERVICES AND STRATEGIES Chlor Alkali Products and Vinyls Products and Services We have been involved in the chlor alkali industry for approximately 130 years and consider ourselves the leading global chlor alkali and derivatives producer.
PRODUCTS, SERVICES AND STRATEGIES Chlor Alkali Products and Vinyls Products and Services We have been involved in the chlor alkali industry for approximately 135 years and consider ourselves the leading global chlor alkali and derivatives producer.
The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, industrial cartridges and clay targets, which represented 22% of 2023 sales. See our discussion of our segment disclosures contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” GOVERNANCE We maintain a website at www.olin.com .
The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, industrial cartridges and clay targets, which represented 25% of 2024 sales. See our discussion of our segment disclosures contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” GOVERNANCE We maintain a website at www.olin.com .
We market most of our products and services primarily through our sales force and sell directly to various industrial customers, mass merchants, retailers, wholesalers, gun clubs, other distributors and the U.S. Government and its prime contractors. Sales to all U.S. government agencies and sales under U.S. government contracting activities in total accounted for approximately 9% of sales in 2023.
We market most of our products and services primarily through our sales force and sell directly to various industrial customers, mass merchants, retailers, wholesalers, gun clubs, other distributors and the U.S. Government and its prime contractors. Sales to all U.S. government agencies and sales under U.S. government contracting activities in total accounted for approximately 11% of sales in 2024.
All of our business segments are capital-intensive manufacturing businesses. The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, hydrochloric acid, hydrogen, bleach products and potassium hydroxide, which represented 58% of 2023 sales.
All of our business segments are capital-intensive manufacturing businesses. The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, hydrochloric acid, hydrogen, bleach products and potassium hydroxide, which represented 55% of 2024 sales.
Blue Water Alliance (BWA), our joint venture with Mitsui & Co., Ltd. (Mitsui), began operations during 2023. BWA is an independent global trader of ECU-based derivatives, focused on globally traded caustic soda and ethylene dichloride.
Blue Water Alliance (BWA), our joint venture with Mitsui & Co., Ltd. (Mitsui), began operations during 2023. BWA is an independent global trader of ECU-based derivatives, focused on globally traded caustic soda and EDC.
The backlog was estimated based on expected volume to be shipped from firm contractual orders, which are subject to customary terms and conditions, including cancellation and modification provisions. Approximately 90% of the contracted backlog as of January 31, 2024, is expected to be fulfilled during 2024, with the remainder expected to be fulfilled during 2025.
The backlog was estimated based on expected volume to be shipped from firm contractual orders, which are subject to customary terms and conditions, including cancellation and modification provisions. Approximately 70% of the contracted backlog as of January 31, 2025, is expected to be fulfilled during 2025, with the remainder expected to be fulfilled during 2026.
The seasonality of the ammunition business is typically driven by the U.S. fall hunting season. Our chlor alkali businesses generally experience their highest level of activity during the spring and summer months, particularly when construction, refrigerants, coatings and infrastructure activity is higher.
The seasonality of the ammunition business is typically driven by the U.S. fall hunting season. Our chlor alkali businesses generally experience their highest level of activity during the spring and summer months, particularly when construction, refrigerants, coatings, infrastructure and water treatment activities are higher.
BACKLOG The total amount of estimated backlog was approximately $914 million and $838 million as of January 31, 2024 and 2023, respectively. The backlog orders are associated with contractual orders in our Winchester business. Backlogs in our other businesses are not significant. Backlog is comprised of all open customer orders which have been received, but not yet shipped.
BACKLOG The total amount of estimated backlog was approximately $1,426 million and $914 million as of January 31, 2025 and 2024, respectively. The backlog orders are associated with contractual orders in our Winchester business. Backlogs in our other businesses are not significant. Backlog is comprised of all open customer orders which have been received, but not yet shipped.
(2) Includes approximately 1,456 employees at Lake City in Independence, MO, which is a GOCO facility. RESEARCH ACTIVITIES; PATENTS Our research activities are conducted on a product-group basis at a number of facilities. Company-sponsored research expenditures were $20.0 million, $18.3 million and $20.4 million in 2023, 2022 and 2021, respectively.
(2) Includes 1,705 employees at Lake City in Independence, MO, which is a GOCO facility. RESEARCH ACTIVITIES; PATENTS Our research activities are conducted on a product-group basis at a number of facilities. Company-sponsored research expenditures were $18.4 million, $20.0 million and $18.3 million in 2024, 2023 and 2022, respectively.
The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone and phenol), allylics, such as allyl chloride (Allyl) and epichlorohydrin (EPI), resins such as liquid epoxy resins (LER) and solid epoxy resins (SER) and systems and growth platform products such as converted epoxy resins (CER) and additives.
The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone and phenol), allylics, such as allyl chloride (Allyl) and epichlorohydrin (EPI), resins such as liquid epoxy resins (LER) and solid epoxy resins (SER) and formulated solutions platform products such as converted epoxy resins (CER) and additives.
See Note 20 “Segment Information” of the notes to consolidated financial statements contained in Item 8, for geographic segment data. We are incorporating our segment information from that Note into this section of our Form 10-K.
See Note 19, “Segment Information,” of the notes to consolidated financial statements contained in Item 8, for geographic segment data. We are incorporating our segment information from that Note into this section of our Form 10-K.
Winchester’s new ammunition products continue to receive awards from major industry publications and organizations, with recent awards including American Rifleman magazine’s Golden Bullseye Award as “Ammunition Product of the Year” in 2022 and Guns & Ammo magazine’s “Ammunition of the Year” award in 2021.
Winchester’s new ammunition products continue to receive awards from major industry publications and organizations, with recent awards including American Rifleman magazine’s Golden Bullseye Award as “Ammunition Product of the Year” in 2025 and 2022 and American Hunter magazine’s Golden Bullseye award as “Ammunition Product of the Year” in 2025.
We support our global workforce by providing competitive benefits and compensation, robust recognition and rewards, an unwavering commitment to diversity and inclusion, a variety of workplace flexibility options, support and resources for community engagement and volunteerism, and professional development programs and opportunities, all of which constitute a strong Olin employee value proposition.
We support our global workforce by providing competitive benefits and compensation, robust recognition and rewards, a variety of workplace flexibility options, support and resources for community engagement and volunteerism, and professional development programs and opportunities, all of which constitute a strong Olin employee value proposition.
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, which represented 20% of 2023 sales.
The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone and phenol), allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and formulated solutions products such as converted epoxy resins and additives, which represented 20% of 2024 sales.
Olin leadership visibly performs and guides the organization to conduct business in a manner that protects and increasingly benefits our employees, business partners and the communities in which we live. All employees have responsibilities within our management systems necessary to sustain our drive to zero incidents. Olin continues its downward trend in personnel and process safety incidents.
Olin leadership visibly performs and guides the organization to conduct business in a manner that protects and increasingly benefits our employees, business partners and the communities in which we live. All employees have responsibilities within our management systems necessary to sustain our drive to zero incidents.
Our global workforce is committed to the We Care and Me Principles which focus on each individual’s responsibility for their own safety and that of others, on leading by example, on reinforcing positive behaviors and on elevating concerns. Olin senior management provides oversight for the benefits programs and compensation of our workforce.
Our global workforce is committed to the We Care and Me Principles which focus on each individual’s responsibility for their own safety and that of others, on leading by example, on reinforcing positive behaviors and on elevating concerns.
Army awarded Winchester a new five-year pistol contract for .38 caliber, .45 caliber and 9mm handgun ammunition, maintaining Winchester’s longstanding position as the leading supplier of pistol ammunition to the U.S. military. During 2022, the U.S.
Army awarded Winchester a five-year contract to manufacture .38 caliber, .45 caliber and 9mm handgun ammunition, maintaining Winchester’s longstanding position as the leading supplier of pistol ammunition to the U.S. military. • In 2023, the U.S.
To facilitate the sharing of those insights, we implemented a Voice of the Employee mechanism across multiple sites. We encourage our employees to be creative and participate in the dialogue across the company to help develop innovative solutions that lead to lasting, positive impacts for our customers, employees, communities, and shareholders.
We encourage our 10 Table of Contents employees to be creative and participate in the dialogue across the Company to help develop innovative solutions that lead to lasting, positive impacts for our customers, employees, communities, and shareholders. Our Voice of the Employee mechanism facilitates this sharing of insights across multiple sites.
INTERNATIONAL OPERATIONS Olin has an international presence, including the geographic regions of Europe, Asia Pacific and Latin America. Approximately 33% of Olin’s 2023 sales were generated outside of the U.S., including 32% of our Chlor Alkali Products and Vinyls 2023 segment sales, 57% of our Epoxy 2023 segment sales and 11% of our Winchester 2023 segment sales.
INTERNATIONAL OPERATIONS Olin has an international presence, including the geographic regions of Europe, Asia Pacific and Latin America. Approximately 29% of Olin’s 2024 sales were generated outside of the U.S., including 29% of our Chlor Alkali Products and Vinyls 2024 segment sales, 51% of our Epoxy 2024 segment sales and 12% of our Winchester 2024 segment sales.
Additional information related to our corporate responsibility initiatives, practices, activities, goals and related information, as well as future updates, can be found in the Corporate Responsibility section of our website at www.olin.com, including our Sustainability Report under the section Sustainability Success.
Additional information related to our corporate responsibility initiatives, practices, activities, goals and related information, as well as future updates, can be found in the Corporate Responsibility section of our website at www.olin.com, including our Sustainability Report under the section Sustainability Success. Our progress against environmental, social and governance (ESG) targets is included therein.
Lifting People is about creating work environments for our global workforce that are inclusive, supportive, and empowering while encouraging and incentivizing the highest level of performance.
Lifting People is about creating work environments for our global workforce that are inclusive, supportive, and empowering while encouraging and incentivizing the highest level of performance and accountability to deliver the results necessary to achieve our strategic goals.
In the U.S., bargaining unit employees comprise 35% of the total workforce. In 2024, we have no labor agreements that are due to expire in the U.S., and one labor agreement expiring in Canada, representing approximately 1% of our global workforce.
In the U.S., bargaining unit employees comprise 37% of the total workforce. In 2025, we have no labor agreements that are due to expire in Canada, and two labor agreements expiring in the U.S., representing approximately 2% of our global workforce.
LER is manufactured in liquid form and cures with the addition of a hardener into a three-dimensional thermoset solid material, offering a distinct combination of structural strength, adhesion, 6 Table of Contents electrical insulation, thermal or chemical resistance and corrosion protection that is well-suited to coatings and composites applications.
LER is manufactured in liquid form and cures with the addition of a hardener into a three-dimensional thermoset solid material, offering a distinct combination of structural strength, adhesion, electrical insulation, thermal or chemical resistance and corrosion protection that is well-suited to coatings and composites applications. SER is processed further with bisphenol, which is produced internally to meet specific end-market applications.
Our recognition and rewards program allows people leaders across our organization to recognize the contributions of employees during the year, and in 2023 our leaders provided more than 5,000 recognition awards. We also provide a mechanism for employees to provide non-monetary peer-to-peer recognition in the form of Impressions, which increased by 93% in 2023.
Our recognition and rewards program allows people leaders across our organization to recognize the contributions of employees throughout the year, and in 2024 our leaders provided more than 5,600 recognition awards. We also provide a mechanism for employees to provide non-monetary peer-to-peer recognition in the form of Impressions, the number of which doubled in 2024 from the prior year.
On October 1, 2023, Olin acquired the assets of White Flyer Targets, LLC (White Flyer) from Reagent Diversified Holdings, Inc. (Reagent) for $63.9 million. White Flyer is North America’s preeminent leader in recreational trap, skeet, and sporting clay targets.
Winchester also manufactures industrial products that have various applications in the construction industry and clay targets for recreational and competitive shooters. On October 1, 2023, Olin acquired the assets of White Flyer Targets, LLC (White Flyer) from Reagent Diversified Holdings, Inc. (Reagent) for $63.9 million. White Flyer is North America’s preeminent leader in recreational trap, skeet, and sporting clay targets.
This fully integrated structure provides both access to low-cost materials and significant operational flexibility. The Epoxy segment operates an integrated aromatics production chain producing phenol and acetone for internal consumption and external sale. The Epoxy segment’s consumption of chlorine enables the Chlor Alkali Products and Vinyls segment to generate caustic soda production and sales.
The Epoxy segment operates an integrated aromatics production chain producing phenol and acetone for internal consumption and external sale. The Epoxy segment’s consumption of chlorine enables the Chlor Alkali Products and Vinyls segment to generate caustic soda production and sales.
Workforce As of December 31, 2023, we had 7,326 employees broken out as follows: Country or Region Number of Employees Percent of Total United States (1) 6,206 85 % Foreign: Europe, the Middle East, Africa, and India 655 9 % Asia Pacific 184 2 % Canada (1) 163 2 % Latin America 118 2 % Total foreign 1,120 15 % Total employees 7,326 (1) Various labor unions represent a significant number of our hourly-paid employees for collective bargaining purposes.
Workforce As of December 31, 2024, we had 7,676 employees broken out as follows: Country or Region Number of Employees Percent of Total United States (1) 6,614 86 % Foreign: Europe, the Middle East, Africa, and India 630 8 % Asia Pacific 163 2 % Canada (1) 159 2 % Latin America 110 1 % Total foreign 1,062 14 % Total employees 7,676 (1) Various labor unions represent a significant number of our hourly-paid employees for collective bargaining purposes.
Products & Services Major End Uses Plants & Facilities Major Raw Materials & Components for Products/Services Allylics (allyl chloride, epichlorohydrin and glycerin) & aromatics (acetone and phenol) Manufacturers of polymers, resins and other plastic materials and water purification Freeport, TX Stade, Germany Terneuzen, Netherlands (1) Benzene, caustic soda, chlorine, propylene Resins: liquid epoxy resin/solid epoxy resin Adhesives, marine and protective coatings, composites and flooring Freeport, TX Guaruja, Brazil Stade, Germany Bisphenol, caustic soda, epichlorohydrin Systems and Growth Platforms: Converted epoxy resins and additives Electrical laminates, paint and coatings, wind blades, electronics and construction Baltringen, Germany Freeport, TX Guaruja, Brazil Gumi, South Korea (1) Pisticci, Italy Rheinmunster, Germany Roberta, GA Stade, Germany Zhangjiagang, China Liquid epoxy resins, solid epoxy resins (1) As part of our restructuring activities, these facilities ceased manufacturing operations during 2023.
Products & Services Major End Uses Plants & Facilities Major Raw Materials & Components for Products/Services Allylics (allyl chloride, epichlorohydrin and glycerin) & aromatics (acetone and phenol) Manufacturers of polymers, resins and other plastic materials and water purification Freeport, TX Stade, Germany Cumene, caustic soda, chlorine, propylene Resins: liquid epoxy resin/solid epoxy resin Adhesives, marine and protective coatings, composites and flooring Freeport, TX Guaruja, Brazil Stade, Germany Bisphenol, caustic soda, epichlorohydrin Formulated solutions platforms: converted epoxy resins and additives Electrical laminates, paint and coatings, wind blades, electronics and construction Baltringen, Germany Freeport, TX Guaruja, Brazil Pisticci, Italy Rheinmunster, Germany Roberta, GA Stade, Germany Zhangjiagang, China Liquid epoxy resins, solid epoxy resins Strategies Capitalize on Integrated Assets through Flexible Market Entry Points.
Gabriel, LA Electricity, salt * Includes low salt, high strength bleach manufacturing. Strategies Maximize Returns to the ECU. Leverage our diverse and flexible chlor alkali derivatives portfolio via our strategic operating model to continually mitigate exposure and maximize value from the entire ECU by managing our production rates to the prevailing weaker side of the ECU.
Gabriel, LA Electricity, salt * Includes low salt, high strength bleach manufacturing. Strategies Maximize Returns to the ECU. Leverage our diverse and flexible chlor alkali derivatives portfolio via our value first operating model to continually preserve and enhance value from the entire ECU. Continually Drive Down Costs.
Our learning platform focuses on providing a variety of educational opportunities that support career and professional development for our employees, including undergraduate and graduate tuition assistance to eligible employees up to a maximum of $10,000 per year. We regularly review talent development and succession plans to identify and develop a pipeline of talent to maintain and continuously improve business operations.
These programs help our employees improve, grow, and reinforce our values. Our learning platform focuses on providing a variety of educational opportunities that support career and professional development for our employees, including undergraduate and graduate tuition assistance to eligible employees up to a maximum of $10,000 per year.
Our benefits and compensation structures allow Olin to attract and retain a talented workforce which fosters achievement of Olin’s goals and objectives. Separately, our Board of Directors maintains a Compensation Committee which sets policies, develops and monitors strategies for and administers the programs that are used to compensate our CEO and other senior executives.
Separately, our Board of Directors maintains a Compensation Committee which sets policies, develops and monitors strategies for and administers the programs that are used to compensate our Chief Executive Officer and other senior executives.
Maintaining a strong discipline in areas such as cost management, capital outlays, and asset maintenance is key to creating greater operating flexibility to maximize returns to the ECU.
Our advantaged cost position is derived from low-cost energy, scale, integration, global distribution networks and a culture of continuous improvement. Maintaining a strong discipline in areas such as cost management, capital outlays, and asset maintenance is key to creating greater operating flexibility to maximize returns to the ECU.
The contract is for the production of small caliber military ammunition, including 5.56mm, 7.62mm, and .50 caliber rounds, as well as certain cartridges and casings. The contract also allows for the production of certain ammunition for commercial customers. The contract has an initial term of seven years and may be extended by the U.S.
The contract also allows for the production of certain ammunition for commercial customers. The contract has an initial term of seven years and may be extended by the U.S.
Diversity, Equity and Inclusion Olin is committed to lifting people through diversity and inclusion and maintaining work environments where all employees are comfortable bringing their authentic selves to work each day.
Olin is committed to maintaining work environments free from all forms of discrimination and harassment and where all employees are comfortable bringing their authentic selves to work each day.
During 2022 and 2023, the U.S. Army awarded Winchester the second and third years of a five-year contract to manufacture 5.56 mm, 7.62 mm and .50 caliber rifle ammunition under the third consecutive “Second Source” ammunition contract Winchester has received from the U.S. Army. During 2022, the U.S.
Winchester was awarded the following long-term contracts to support the U.S. military, and law enforcement: • In 2021, the U.S. Army awarded Winchester a five-year contract to manufacture 5.56 mm, 7.62 mm and .50 caliber rifle ammunition under the third consecutive “Second Source” ammunition contract. • In 2022, the U.S.
We make purposeful moves to accelerate the development of high potential employees. We also have a well-established performance management process, which encourages ongoing feedback throughout the year and includes annual year-end reviews and regular development discussions.
We regularly review talent development and succession plans to identify and develop a pipeline of talent to maintain and continuously improve business operations. We make purposeful moves to accelerate the development of high potential employees. Our performance management process encourages ongoing feedback throughout the year and includes annual year-end reviews and regular development discussions.
The Epoxy segment’s principal raw materials are chlorine, caustic soda, benzene, propylene and aromatics, which consist of phenol and acetone. Our Epoxy segment maintains a reliable supply of certain key raw materials, such as benzene and propylene. The Epoxy segment’s production economics benefit from its integration into chlor alkali and aromatics which are key inputs in epoxy production.
Our Epoxy segment maintains a reliable supply of certain key raw materials, such as cumene and propylene. The Epoxy segment’s production economics benefit from its integration into chlor alkali and aromatics which are key inputs in epoxy production. This fully integrated structure provides both access to low-cost materials and significant operational flexibility.
We remain exposed to competition from low-priced imports across our full range of epoxy materials and precursors. We believe our Winchester business is one of the largest global manufacturers of commercial small caliber ammunition. Our Winchester business and Vista Outdoor Inc. (Vista) are among the largest commercial ammunition manufacturers in the U.S.
Among our competitors are Huntsman Corporation, Westlake, Kukdo Chemical Co. Ltd. and Kumho P&B Chemicals, as well as multiple other producers located in Asia. We remain exposed to competition from low-priced imports across our full range of epoxy materials and precursors. We believe our Winchester business is one of the largest global manufacturers of commercial small caliber ammunition.
Army awarded Winchester contracts to support the 6.8mm Next Generation Squad Weapons (NGSW) program at Lake City, including the design of the NGSW ammunition manufacturing facility. During 2023, the U.S. Army awarded Winchester a contract to manufacture, test and deliver five million rounds of 6.8mm ammunition. During 2023, the U.S.
Army awarded Winchester contracts to manufacture, test and deliver five million rounds of 6.8mm ammunition and develop, and manufacture multiple high-performance cartridges at Lake City, including nearly two million rounds of .50 Caliber Saboted Light Armor Penetrator ammunition. • In 2024, after completing a contract to design a 6.8mm Next Generation Squad Weapon (NGSW) ammunition manufacturing facility, the U.S.
BWA brings together Mitsui's industry-leading global logistics, long-established supplier and customer relationships, and breadth of product portfolio with Olin's scale, North American export capability, extensive global terminal network, and production flexibility across the ECU portfolio. Our Chlor Alkali Products and Vinyls segment currently maintains a reliable supply of key raw materials.
BWA brings together Mitsui's industry-leading global logistics, long-established supplier and customer relationships, and breadth of product portfolio with Olin's scale, North American export capability, extensive global terminal network, and production flexibility across the ECU portfolio. Olin Corporation and Plug Power, Inc. have launched a joint venture named Hidrogenii, LLC.
Segment Number of Employees Percent of Total Chemicals (1) 3,423 47 % Winchester (2) 3,639 50 % Corporate 264 3 % Total employees 7,326 (1) Includes approximately 1,835 employees from Chlor Alkali Products and Vinyls, approximately 1,072 employees from Epoxy and approximately 516 employees for common services within Chemicals.
Segment Number of Employees Percent of Total Chemicals (1) 3,406 44 % Winchester (2) 3,979 52 % Corporate 291 4 % Total employees 7,676 (1) Includes 1,752 employees from Chlor Alkali Products and Vinyls, 865 employees from Epoxy and 789 employees for common services within Chemicals.
In 2023, Olin employees increased their volunteerism hours by more than 500% over 2022, committing more than 55,000 hours toward volunteerism for organizations in our communities. We commit to providing our employees with a safe and supportive environment and maintain a steadfast commitment to safely producing and distributing our products, which is fundamental to the achievement of our goals.
Olin matches these contributions up to $250,000 annually. We commit to providing our employees with a safe and supportive environment and maintain a steadfast commitment to safely producing and distributing our products, which is fundamental to the achievement of our goals.
SER is processed further with bisphenol, which is produced internally to meet specific end-market applications. While LER and SER are sold externally, a significant portion of LER production is further converted through our systems and growth platform into CER and other additive products where value-added modifications produce higher margin resins for specific customer applications.
While LER and SER are sold externally, a significant portion of LER production is further converted through our formulated solutions platform into CER and other additive products where value-added modifications produce higher margin resins for specific customer applications. 6 Table of Contents The Epoxy segment’s principal raw materials are chlorine, caustic soda, cumene, propylene and aromatics, which consist of phenol and acetone.
Winchester will increase our value by strengthening our leadership position in small caliber ammunition through all of the customer segments that we serve – Commercial, Military, Law Enforcement, and Industrial. Through our Shoot United TM strategic initiative, Winchester will focus on promoting shooting sports and drive increased participation.
Winchester will increase our value by strengthening our leadership position in small caliber ammunition through all of the customer segments that we serve.
This includes conducting periodic compensation benchmarking, implementing health and other employee benefit programs and reviewing certain employee post-retirement benefits and accessibility of employee assistance programs. Our human resources department manages and administers these programs to ensure our total rewards programs are competitive. We have both salaried and hourly employee structures in place to compensate employees.
This includes conducting periodic compensation benchmarking, implementing health and other employee benefit programs and reviewing certain employee post-retirement benefits and accessibility of employee assistance programs. We have established both salaried and hourly employee structures to adequately compensate employees, and have implemented monetary rewards and recognition programs as an additional mechanism for supervisors to reward exceptional performance.
White Flyer was combined with the Winchester Ammunition business. 7 Table of Contents On October 1, 2020, Winchester assumed full management and operational control of the Lake City Army Ammunition Plant (Lake City) in Independence, MO. The U.S. Army selected Winchester to operate and manage Lake City in September 2019.
White Flyer was combined with the Winchester Ammunition business. On October 1, 2020, Winchester assumed full management and operational control of the Lake City Army Ammunition Plant (Lake City) in Independence, MO. The contract is for the production of small caliber military ammunition, including 5.56mm, 7.62mm, and .50 caliber rounds, as well as certain cartridges and casings.
Environment, Health, Safety and Security Stewardship Olin is strongly committed to excellence in protecting the environment, health, safety and security of our employees and those who live and work around our plants. Our operations worldwide comply with all local requirements and implement additional standards as required to protect the environment, health, safety and security of our operations.
Our operations worldwide comply with all local requirements and implement additional standards as required to protect the environment, health, safety and security of our operations. We use our management system to drive continuous improvement and achieve excellence in environmental, health, safety, process safety and security performance.
Relentlessly and responsibly, we constantly emphasize the importance of monitoring the safety, security and 12 Table of Contents environmental impact of our plants and processes. Through our daily vigilance, Olin strives to continue to be recognized as one of the industry’s best performers.
Through our daily vigilance, Olin strives to continue to be recognized as one of the industry’s best performers. 12 Table of Contents At Olin, we believe our purpose is to deliver essential materials and solutions that enhance and protect lives.
Winchester Products and Services In 2024, Winchester is in its 158 th year of operation and its 94 th year as part of Olin. Winchester is a premier developer and manufacturer of small caliber ammunition for sale to domestic and international retailers (commercial customers), law enforcement agencies and domestic and international militaries.
Winchester is a premier developer and manufacturer of small caliber ammunition for sale to domestic and international retailers (commercial customers), law enforcement agencies and domestic and international militaries. We believe we are a leading U.S. producer of ammunition for recreational shooters, hunters, law enforcement agencies and the U.S. Armed Forces.
With one of the world’s largest small caliber ammunition manufacturing footprints, we will leverage employee engagement, engineering, and process excellence across our three production sites. Innovative Solutions. Winchester will continue building on our strong reputation as an industry innovator with a long record of meeting the needs of recreational shooters, first responders, and the modern warfighter.
We will drive further global brand awareness as ‘The American Legend’ — a longstanding highly-valued brand built on integrity, hard work, and customer loyalty. Innovative Solutions. Winchester will continue building on our strong reputation as an industry innovator with a long record of meeting the needs of recreational shooters, first responders, and the modern warfighter.
We use our management system to drive continuous improvement and achieve excellence in environmental, health, safety, process safety and security performance. Our safety, health and environmental strategy and goals are designed to sustain our drive to zero incidents.
Our safety, health and environmental strategy and goals are designed to sustain our drive to zero incidents. Relentlessly and responsibly, we constantly emphasize the importance of monitoring the safety, security and environmental impact of our facilities and processes.
We never stop learning, and Olin provides a wide range of employee development and productivity programs, including assignment-based opportunities, job shadowing, mentoring, and foundational programs for new Olin employees. These programs help our employees improve, grow, and reinforce our values, in particular of Lifting Olin People.
Training and Development We also invest in the continued professional development of our workforce. Olin provides a wide range of employee development and productivity programs, including assignment-based opportunities, job shadowing, mentoring, and foundational programs for new Olin employees. A tiered leadership development program gives our critical talent tools to support their continued growth in and aspiration toward leadership roles.
The Epoxy segment continues to drive productivity cost improvements through the entire supply chain to optimize our EPI and LER cost position in the Americas and Europe. Focus on Systems and Growth Platforms. The Epoxy segment is focused on expanding our market participation in higher value add platform products to align with growing end-use markets.
The Epoxy segment is focused on expanding our market participation in higher value add platform products to align with growing end-use markets. Winchester Products and Services In 2025, Winchester is in its 159 th year of operation and its 95 th year as part of Olin.
The ammunition industry is highly competitive with Olin, Vista and numerous smaller domestic manufacturers and foreign producers competing for sales to the commercial ammunition customers. Many factors influence our ability to compete successfully, including price, delivery, service, performance, product innovation and product recognition and quality, depending on the product involved.
Many factors influence our ability to compete successfully, including price, delivery, service, performance, product innovation and product recognition and quality, depending on the product involved. HUMAN CAPITAL Overview Olin employees are key to the successful implementation and execution of our operating model and related strategies.
The markets in which our Epoxy segment operates are highly competitive and are dependent on significant capital investment, the development of proprietary technology and the maintenance of product research and development. Among our competitors are Huntsman Corporation (Huntsman), Westlake, Kukdo Chemical Co. Ltd. (Kukdo) and Kumho P&B Chemicals (Kumho) as well as multiple other producers located in Asia.
We are a major global fully integrated epoxy producer, with access to key low-cost feedstocks and a cost advantaged infrastructure. The markets in which our Epoxy segment operates are highly competitive and are dependent on significant capital investment, the development of proprietary technology and the maintenance of product research and development.
Our progress against environmental, social and governance (ESG) targets is included within our ESG Scorecard, found in the Sustainability section of our website. The contents of our website referenced in this section are not, and should not be considered to be, part of this report.
The contents of our website referenced in this section are not, and should not be considered to be, part of this report. Environment, Health, Safety and Security Stewardship Olin is strongly committed to excellence in protecting the environment, health, safety and security of our employees and those who live and work around our plants.
Our U.S. college recruiting program, a key component of our talent pipeline, welcomed our most diverse class yet with 32% of our recruits being women and 37% of our recruits being minorities. 10 Table of Contents Olin employees are our best recruiters with 45% of our hires in 2023 attributable to employee referrals.
All Olin sites have established Olin People Network chapters, with each chapter focused on site-specific activities designed to foster and encourage inclusivity and engagement. Our U.S. college recruiting program is a key component of our talent pipeline. Additionally, Olin employees are our best recruiters with 49% of our hires in 2024 attributable to employee referrals.
This business’s unique technology allows us to utilize both hydrogen chloride, the gaseous form of hydrochloric acid, and chlorinated hydrocarbon byproducts (RCls), produced by our other production processes, as raw materials in an integrated system. We also manufacture and sell other chlor alkali-related products, including hydrochloric acid, sodium hypochlorite (bleach) and potassium hydroxide.
Our chlorinated organics business participates in both the solvent segment and the intermediate segment where Olin’s products are used as feedstocks for fluorocarbons, silicones and cellulosics. We also manufacture and sell other chlor alkali-related products, including hydrochloric acid, sodium hypochlorite (bleach) and potassium hydroxide.
Our corporate values — Act with Integrity, Drive Innovation and Improvement and Lift Olin People — are part of our culture. These values are also reflected in our Environment, Health, Safety and Security (EHS&S) policy and practice.
Olin’s corporate values are: • We safely and reliably deliver essential materials • We act with integrity, always doing what is right • We empower our employees to take ownership in everything we do • We create value for our customers, shareholders, employees, and communities These values are also reflected in our Environment, Health, Safety and Security (EHS&S) policy and practice.
Removed
In May 2023, our Chief Executive Officer (CEO) executed the annual Section 303A.12(a) CEO Certification required by the New York Stock Exchange (NYSE), certifying that he was not aware of any violation of the NYSE’s corporate governance listing standards by us.
Added
This strategic partnership aims to leverage the strengths of both companies to advance hydrogen production and utilization. The joint venture began with the construction of a 15-ton-per-day hydrogen liquefaction plant in St. Gabriel, LA with expected start of operation in early 2025.
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Additionally, our Chief Executive Officer and Chief Financial Officer (CFO) executed the required Sarbanes-Oxley Act of 2002 Sections 302 and 906 certifications relating to this Annual Report on Form 10-K, which are filed with the SEC as exhibits to this Annual Report on Form 10-K.
Added
Hidrogenii is owned 50% by Plug Power LA JV, LLC, a wholly owned subsidiary of Plug Power, Inc. and 50% by Niloco Hydrogen Holdings LLC, a wholly owned subsidiary of Olin Corporation, which is accounted for using the equity method. Our Chlor Alkali Products and Vinyls segment currently maintains a reliable supply of key raw materials.
Removed
Our chlorinated organics business participates in both the solvent segment and the intermediate segment of the global chlorocarbon industry with a focus on sustainable applications and 4 Table of Contents in applications where we can benefit from our cost advantages.
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We continually execute on cost reduction initiatives through the optimization of our asset strategy, productivity, and deploying a performance-driven culture. Optimize Our U.S. Leadership Position to Pursue Growth Opportunities . Fully utilize the portfolio of integrated derivatives to continually optimize value from the entire ECU to the highest value applications and provide organic expansion opportunities throughout the value chain.
Removed
Intermediate products are used as feedstocks in the production of fluoropolymers, fluorocarbon refrigerants and blowing agents, silicones, cellulosics and agricultural chemicals. Solvent products are sold into end uses such as surface preparation, dry cleaning, pharmaceuticals and regeneration of refining catalysts.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn 2024, we have no labor agreements that are due to expire in the U.S., and one labor agreement expiring in Canada, representing approximately 1% of our global workforce. In addition, a large number of our employees are located in countries in which employment laws provide greater bargaining or other rights to employees than the laws of the U.S.
Biggest changeVarious labor unions represent a significant number of our hourly paid employees for collective bargaining purposes. In 2025, we have no labor agreements that are due to expire in Canada, and two labor agreement expiring in the U.S., representing approximately 2% of our global workforce.
While we strive to maintain or increase our profitability by executing our strategic operating model and by reducing costs through improving production efficiency, emphasizing higher margin products and by controlling transportation, selling and administrative expenses, we cannot assure you that these efforts will be sufficient to fully offset the effect of possible decreases in pricing on operating results.
While we strive to maintain or increase our profitability by executing our operating model and by reducing costs through improving production efficiency, emphasizing higher margin products and by controlling transportation, selling and administrative expenses, we cannot assure you that these efforts will be sufficient to fully offset the effect of possible decreases in pricing on operating results.
The failure of our information technology systems to perform as anticipated for any reason or any significant breach of security could disrupt our business and result in numerous adverse consequences, including reduced effectiveness and efficiency of operations, increased costs or loss of important information, or loss of sales, any of which could have a material adverse effect on our business.
The failure of our information technology systems to perform as anticipated for any reason, or any significant breach of our systems’ security, could disrupt our business and result in numerous adverse consequences, including reduced effectiveness and efficiency of operations, increased costs or loss of important information, or loss of sales, any of which could have a material adverse effect on our business.
Information Security—A failure of our information technology systems, or an interruption in their operation due to internal or external factors, including cyber-attacks, could have a material adverse effect on our business. Our operations depend on our ability to protect our information systems, computer equipment and information databases from systems failures.
Information Security—A failure of our information technology systems, or an interruption in their operation due to internal or external factors, including cyber-attacks, could have a material adverse effect on our business. Our operations depend on our ability to protect our information technology systems, computer equipment and information databases from systems failures or interruptions.
Periods of high demand, tight supply and increasing operating margins tend to result in increases in capacity and production until supply exceeds demand, generally followed by periods of oversupply and declining prices. We believe our strategic operating model can mitigate pricing pressure historically experienced during periods of supply exceeding demand.
Periods of high demand, tight supply and increasing operating margins tend to result in increases in capacity and production until supply exceeds demand, generally followed by periods of oversupply and declining prices. We believe our operating model can mitigate pricing pressure historically experienced during periods of supply exceeding demand.
We cannot assure you that the chemical industry or ammunition industry will not experience adverse trends in the future. Strategic Operating Model—Our operating results could be negatively affected if we do not successfully execute our operating model in our chemicals businesses. Our strategic operating model in our chemicals businesses prioritizes ECU margins over sales volume.
We cannot assure you that the chemical industry or ammunition industry will not experience adverse trends in the future. Operating Model—Our operating results could be negatively affected if we do not successfully execute our operating model in our chemicals businesses. Our operating model in our chemicals businesses prioritizes ECU margins over sales volume.
Diaphragm technology-based chlorine production makes up a significant part of Olin’s capacity and this proposed government regulation could significantly increase the cost of production or cause us to close production capacity that would have negative consequences on our business.
Diaphragm technology-based chlorine production makes up a significant part of Olin’s capacity and this government regulation could significantly increase the cost of production or cause us to close production capacity that would have negative consequences on our business.
We cannot assure you that events having an adverse effect on the industries in which we operate will not occur or continue, such as a downturn in the European, Asian Pacific, particularly Chinese, Latin American, or other world economies, increases in interest rates, unfavorable currency fluctuations or prolonged effects of global public health crises, including pandemics.
We cannot assure you that events having an adverse effect on the industries in which we operate will not occur or continue, such as a downturn in the European, Asian Pacific, particularly Chinese, Latin American, or other world economies, increases in or persistently high interest rates, unfavorable currency fluctuations or prolonged effects of global public health crises, including pandemics.
We have long-term supply contracts with various third parties for certain raw materials, including ethylene, electricity, propylene and benzene. As these contracts expire, we may be unable to renew these contracts or obtain new long-term supply agreements on terms comparable or as favorable to us, depending on market conditions, which may have a material adverse effect on our business.
We have long-term supply contracts with various third parties for certain raw materials, including ethylene, electricity, propylene and cumene. As these contracts expire, we may be unable to renew these contracts or obtain new long-term supply agreements on terms comparable or as favorable to us, depending on market conditions, which may have a material adverse effect on our business.
Our indebtedness could have important consequences, including but not limited to: • limiting our ability to fund working capital, capital expenditures, and other general corporate purposes; • limiting our ability to accommodate growth by reducing funds otherwise available for other corporate purposes, which in turn could prevent us from fulfilling our obligations under our indebtedness; • limiting our operational flexibility due to the covenants contained in our debt agreements; • to the extent that our debt is subject to floating interest rates, increasing our vulnerability to fluctuations in market interest rates; • limiting our ability to pay cash dividends; • limiting our ability to approve or execute share repurchase programs; • limiting our flexibility for, or reacting to, changes in our business or industry or economic conditions, thereby limiting our ability to compete with companies that are not as highly leveraged; and 18 Table of Contents • increasing our vulnerability to economic downturns.
Our indebtedness could have important consequences, including but not limited to: • limiting our ability to fund working capital, capital expenditures, and other general corporate purposes; • limiting our ability to accommodate growth by reducing funds otherwise available for other corporate purposes, which in turn could prevent us from fulfilling our obligations under our indebtedness; • limiting our operational flexibility due to the covenants contained in our debt agreements; • to the extent that our debt is subject to floating interest rates, increasing our vulnerability to fluctuations in market interest rates; • limiting our ability to pay cash dividends; • limiting our ability to approve or execute share repurchase programs; • limiting our flexibility for, or reacting to, changes in our business or industry or economic conditions, thereby limiting our ability to compete with companies that are not as highly leveraged; and • increasing our vulnerability to economic downturns.
Selling prices of epoxy materials are affected by changes in raw material costs, including energy, propylene and benzene, customer demand, and global fluctuations in supply and demand. Periods of supply/demand imbalances, particularly changes in trade flows within Asia Pacific markets, particularly China, can result in increased pricing pressure on our epoxy products.
Selling prices of epoxy materials are affected by changes in raw material costs, including energy, propylene and cumene, customer demand, and global fluctuations in supply and demand. Periods of supply and demand imbalances, particularly changes in trade flows within Asia Pacific markets, particularly China, can result in increased pricing pressure on our epoxy products.
Foreign Corrupt Practices Act; • restrictions on, or difficulties and costs associated with, the repatriation of cash from foreign countries to the United States; • unfavorable currency fluctuations; • changes in local economic conditions, including inflation levels exceeding that of the U.S.; • unexpected changes in political or regulatory environments; • labor compliance and costs associated with a global workforce; • data privacy regulations; • difficulties in maintaining overseas subsidiaries and international operations; and • challenges in protecting intellectual property rights.
Foreign Corrupt Practices Act; • restrictions on, or difficulties and costs associated with, the repatriation of cash from foreign countries to the United States; • unfavorable currency fluctuations; • changes in local economic conditions, including inflation levels exceeding that of the U.S.; 17 Table of Contents • unexpected changes in political or regulatory environments; • labor compliance and costs associated with a global workforce; • data privacy regulations; • difficulties in maintaining overseas subsidiaries and international operations; and • challenges in protecting intellectual property rights.
If any third-party railroad that we utilize to transport chlorine and other chemicals ceases to transport certain hazardous materials, or if there 16 Table of Contents are significant changes in the cost of shipping hazardous materials by rail or otherwise, we may not be able to arrange efficient alternatives and timely means to deliver our products or at all, which could result in a material adverse effect on our business.
If any third-party railroad that we utilize to transport chlorine and other chemicals ceases to transport certain hazardous materials, or if there are significant changes in the cost of shipping hazardous materials by rail or otherwise, we may not be able to arrange efficient alternatives and timely means to deliver our products or at all, which could result in a material adverse effect on our business.
Raw Materials—Availability of purchased feedstocks and energy, and the volatility of these costs, affect our operating costs and add variability to earnings. Purchased feedstock, including propylene and benzene, and energy costs account for a substantial portion of our total production costs and operating expenses. We purchase certain raw materials as feedstocks.
Raw Materials—Availability of purchased feedstocks and energy, and the volatility of these costs, affect our operating costs and add variability to earnings. Purchased feedstock, including propylene and cumene, and energy costs account for a substantial portion of our total production costs and operating expenses. We purchase certain raw materials as feedstocks.
These demand changes could cause changes in the market dynamics of our existing products, impacting pricing, or we may incur additional costs to make changes to our operations to comply with such demand changes. Concern over climate change, GHG emissions in particular, may result in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment.
These demand changes could cause changes in the market dynamics of our existing products, impacting pricing, or we may incur additional costs to make changes to our operations to comply with such demand changes. 22 Table of Contents Concern over climate change, GHG emissions in particular, may result in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment.
Declines in average selling prices of products of our Winchester segment could have a material adverse effect on our business. 14 Table of Contents We cannot assure you that pricing or profitability in the future will be comparable to any particular historical period, including the most recent period shown in our operating results.
Declines in average selling prices of products of our Winchester segment could have a material adverse effect on our business. We cannot assure you that pricing or profitability in the future will be comparable to any particular historical period, including the most recent period shown in our operating results.
If any of these suppliers fail to meet their obligations under present or any future supply agreements, we may be forced to pay higher prices or incur higher costs to obtain the necessary raw materials. Any interruption of supply or any price increase of raw materials could have a material adverse 15 Table of Contents effect on our business.
If any of these suppliers fail to meet their obligations under present or any future supply agreements, we may be forced to pay higher prices or incur higher costs to obtain the necessary raw materials. Any interruption of supply or any price increase of raw materials could have a material adverse effect on our business.
Acquisitions and joint venture transactions involve numerous risks, including 17 Table of Contents difficulty determining appropriate valuation, integrating operations, technologies, services and products of the acquired businesses, personnel turnover and the diversion of management’s attention from other business matters. The nature of a joint venture requires us to work cooperatively with unaffiliated third parties.
Acquisitions and joint venture transactions involve numerous risks, including difficulty determining appropriate valuation, integrating operations, technologies, services and products of the acquired businesses, personnel turnover and the diversion of management’s attention from other business matters. The nature of a joint venture requires us to work cooperatively with unaffiliated third parties.
Declines in average selling prices of products of our Epoxy segment could have a material adverse effect on our business. Our Winchester segment is also subject to pricing pressures. Selling prices of ammunition are affected by changes in raw material costs and availability, customer demand and industry production capacity.
Declines in average selling prices of products of our Epoxy segment could have a material adverse effect on our business. 14 Table of Contents Our Winchester segment is also subject to pricing pressures. Selling prices of ammunition are affected by changes in raw material costs and availability, customer demand and industry production capacity.
Our business also could be adversely 20 Table of Contents affected if an incident were to occur at one of our facilities or while transporting products. The extent of the impact would depend on the requirements of future regulations and the nature of an incident, which are unknown at this time.
Our business also could be adversely affected if an incident were to occur at one of our facilities or while transporting products. The extent of the impact would depend on the requirements of future regulations and the nature of an incident, which are unknown at this time.
Our failure to comply with any one of these contract provisions and regulations could have a material adverse effect on our business. 21 Table of Contents A large portion of our government contracts contain fixed-price deliverables while a smaller portion are performed under cost-plus arrangements.
Our failure to comply with any one of these contract provisions and regulations could have a material adverse effect on our business. A large portion of our government contracts contain fixed-price deliverables while a smaller portion are performed under cost-plus arrangements.
We have included additional information with respect to pending legal and regulatory proceedings in Part II, Item 8, under the heading of “Legal Matters” within Note 23, “Commitments and Contingencies,” of our Notes to Consolidated Financial Statements. Environmental Costs—We have ongoing environmental costs, which could have a material adverse effect on our business.
We have included additional information with respect to pending legal and regulatory proceedings in Part II, Item 8, under the heading of “Legal Matters” within Note 22, “Commitments and Contingencies,” of our notes to consolidated financial statements. 21 Table of Contents Environmental Costs—We have ongoing environmental costs, which could have a material adverse effect on our business.
Failure of any one or more than one of our information technology systems could be caused by internal or external events or parties, such as incursions by intruders or hackers, computer viruses, cyber-attacks, failures in hardware or software, or power or telecommunication fluctuations or failures.
Failure or interruption of one, or more than one, of our information technology systems to perform as anticipated could be caused by internal or external events or parties, such as incursions by intruders or hackers, computer viruses, cyber-attacks, failures in hardware or software, or power or telecommunication fluctuations or failures.
Therefore, any significant downturn in our customers’ businesses, industry conditions, or in global economic conditions could result in a reduction in demand for our products.
Therefore, any significant downturn in our customers’ businesses, industry conditions, or in global economic conditions could result in reduced demand for our products or our customers’ products.
Ability to Manage Executive Officer Transition—We must attract, retain and motivate key executive officers and the failure to do so or to effectively manage the transition of executive officers could have a material adverse effect on our business.
Any one or more of the above factors could have a material adverse effect on our business. Ability to Manage Executive Officer Transition—We must attract, retain and motivate key executive officers and the failure to do so or to effectively manage the transition of executive officers could have a material adverse effect on our business.
Some of our assets were designed to operate at consistently high operating rates. If we operate at lower operating rates for extended periods or make frequent changes to operating rates, our assets may become less reliable or may require additional maintenance or capital investment, which could have a material adverse effect on our business.
If we operate at lower operating rates for extended periods or make frequent changes to operating rates, our assets may become less reliable or may require additional maintenance or capital investment, which could have a material adverse effect on our business.
Outstanding indebtedness does not include amounts that could be borrowed under our Senior Revolving Credit Facility with aggregate commitments of $1,200.0 million (Senior Revolving Credit Facility). As of December 31, 2023, our indebtedness represented 54.1% of our total capitalization and $78.8 million of our indebtedness was due within one year.
Outstanding indebtedness does not include amounts that could be borrowed under our Senior Revolving Credit Facility with aggregate commitments of $1,200.0 million (Senior Revolving Credit Facility). As of December 31, 2024, our indebtedness represented 58.0% of our total capitalization and $129.0 million of our indebtedness was due within one year.
While we believe we have facilities in place that should allow us to borrow funds as needed to meet our ordinary course business activities, adverse conditions in the credit and financial markets could prevent us from obtaining financing, if the need arises, or result in our creditors terminating their funding commitments.
Credit and Capital Market Conditions—Adverse conditions in the credit and capital markets may limit or prevent our ability to borrow or raise capital. 18 Table of Contents While we believe we have facilities in place that should allow us to borrow funds as needed to meet our ordinary course business activities, adverse conditions in the credit and financial markets could prevent us from obtaining financing, if the need arises, or result in our creditors terminating their funding commitments.
Any significant change in the terms that we have with our key suppliers could have a material adverse effect on our business, as could significant additional requirements from suppliers that we provide them additional security in the form of prepayments or posting letters of credit. Production Hazards—Our facilities are subject to operating hazards, which may disrupt our business.
Any significant change in the terms that we have with our key suppliers could have a material adverse effect on our business, as could significant additional requirements from suppliers that we provide them additional security in the form of prepayments or posting letters of credit.
The demand for our products and our customers’ products is directly affected by such fluctuations. In addition, our customers could decide to move some or all of their production to locations that are more remote from our facilities, and this could reduce demand for our products.
In addition, our customers could decide to move some or all of their production to locations that are more remote from our facilities, and this could reduce demand for our products.
In addition, we may be unable to achieve anticipated benefits from these transactions in the time frame that we anticipate, or at all, which could have a materially adverse effect on our business. International Sales and Operations—We are subject to risks associated with our international sales and operations that could have a material adverse effect on our business.
In addition, we may be unable to achieve anticipated benefits from these transactions in the time frame that we anticipate, or at all, which could have a materially adverse effect on our business.
For example, we may not be able to consistently achieve higher margins, or the margin improvement achieved might be more than offset by the impact from lower sales volumes, either of which could have a material adverse effect on our business.
For example, we may not be able to consistently achieve higher margins compared to previous industry or business cycles, customers may not be willing to transact with us on terms acceptable to us, or the margin improvement achieved might be more than offset by the impact from lower sales volumes, any of which could have a material adverse effect on our business.
Third-Party Transportation—We rely heavily on third-party transportation, which subjects us to risks and costs that we cannot control. We rely heavily on railroad, truck, marine vessel, barge and other shipping companies to transport finished products to customers and to transport raw materials to the manufacturing facilities used by each of our businesses.
We rely heavily on railroad, truck, marine vessel, barge and other shipping companies to transport finished products to customers and to transport raw materials to the manufacturing facilities used by each of our businesses.
Legislation or regulations that may be adopted or modified by U.S. or foreign governments that affect products we produce could significantly affect the sales, costs and profitability of our business, including legislation or regulations intended to address antitrust and competition, the environment, climate change, taxes, international trade matters through import and export duties and quotas and anti-dumping measures and related tariffs.
Legislation or regulations that may be adopted or modified by U.S. or foreign governments that affect products we produce could significantly affect the sales, costs and profitability of our business, including legislation or regulations intended to address antitrust and competition, the environment, climate change, taxes, international trade matters through import and export duties and quotas and anti-dumping measures and related tariffs. 20 Table of Contents The chemical and ammunition industries are subject to extensive legislative and regulatory actions, which could have a material adverse effect on our business.
In addition, we take actions from time to time designed to complement our operating model, such as purchase for re-sale transactions (which we sometimes refer to as “parlaying activities”) that may not improve our operating results and could adversely affect our business if these activities are not successfully implemented.
In addition, we take actions from time to time designed to complement our operating model, such as purchase for re-sale transactions that may not improve our operating results and could adversely affect our business if these activities are not successfully implemented. Some of our assets were designed to operate at consistently high operating rates.
In addition, our operating results could be adversely affected by increased costs due to increased competition for employees or higher employee turnover, which may result in the loss of significant customer business or increased costs.
The loss of key personnel or our failure to attract and retain other qualified and experienced personnel could disrupt or materially adversely affect our business. In addition, our operating results could be adversely affected by increased costs due to increased competition for employees or higher employee turnover, which may result in the loss of significant customer business or increased costs.
Such employment rights require us to work collaboratively with the legal representatives of those employees to effect any changes to labor arrangements. For example, most of our employees in Europe are represented by works councils that must approve any changes in conditions of employment, including salaries and benefits and staff changes, and may impede efforts to restructure our workforce.
For example, most of our employees in Europe are represented by works councils that must approve any changes in conditions of employment, including salaries and benefits and staff changes, and may impede efforts to restructure our workforce.
Although a majority of our sales are within North America, a large part of our financial performance is dependent upon a healthy economy beyond North America because we have a significant amount of sales abroad and our customers sell their products abroad.
Although a majority of our sales are within North America, a large part of our financial performance is dependent upon a healthy global economy as we, along with our customers, participate in global markets and sell products abroad.
If we are unable to access the credit and capital markets on commercially reasonable terms, we could experience a material adverse effect on our business.
If we are unable to access the credit and capital markets on commercially reasonable terms, we could experience a material adverse effect on our business. Credit Facility—Weak industry conditions could affect our ability to comply with the financial maintenance covenants in our senior credit facility.
We are dependent upon the continued safe and reliable operation of our production facilities.
Production Hazards—Our facilities are subject to operating hazards, which may disrupt our business. We are dependent upon the continued safe and reliable operation of our production facilities.
Olin also anticipates future regulatory action related to EDC under the amended TSCA law that could significantly affect the sales, costs and profitability of that product line. Under REACH, additional testing requirements, documentation, risk assessments and registrations are occurring and will continue to occur and may adversely affect our costs of products produced in or imported into the European Union.
Under REACH, additional testing requirements, documentation, risk assessments and registrations are occurring and will continue to occur and may adversely affect our costs of products produced in or imported into the European Union.
If the judgments and estimates used in our analysis are not realized or are affected by external factors, then actual results may not be consistent with these judgments and estimates, and we may be required to record a goodwill impairment charge in the future, which could be significant and have a material adverse effect on our business. 19 Table of Contents We review long-lived assets, including property, plant and equipment and identifiable amortizing intangible assets, for impairment whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable.
If the judgments and estimates used in our analysis are not realized or are affected by external factors, then actual results may not be consistent with these judgments and estimates, and we may be required to record a goodwill impairment charge in the future, which could be significant and have a material adverse effect on our business.
If we fail to effectively execute our strategic operating model, our operating results may fail to achieve the level of profitability that we forecast, and our business could be adversely affected.
If we fail to effectively execute our operating model, our operating results may fail to achieve the level of profitability that we forecast, and our business could be adversely affected. Cost Control—Our profitability could be reduced if we experience increasing raw material, utility, transportation or logistics costs, or if we fail to achieve targeted cost reductions.
We must continue to recruit, retain, and motivate management and other team members sufficiently, both to maintain our current business and to execute our long-term strategic initiatives.
Our success depends in large part on our ability to recruit and retain our executive officers and senior management. The market for executive officers and senior management in our industry is competitive. We must continue to recruit, retain, and motivate management and other team members sufficiently, both to maintain our current business and to execute our long-term strategic initiatives.
If we are required to obtain an alternate source for these feedstocks or services, we may not be able to obtain equally favorable pricing and terms. Additionally, we may be forced to pay additional transportation costs or to invest in capital projects for pipelines or alternate facilities to accommodate railcar or other delivery methods or to replace other services.
Additionally, we may 15 Table of Contents be forced to pay additional transportation costs or to invest in capital projects for pipelines or alternate facilities to accommodate railcar or other delivery methods or to replace other services.
Credit Facility—Weak industry conditions could affect our ability to comply with the financial maintenance covenants in our senior credit facility. Our senior credit facility includes certain financial maintenance covenants requiring us to not exceed a maximum leverage ratio and to maintain a minimum coverage ratio.
Our Senior Revolving Credit Facility, and other debt instruments, include certain financial maintenance covenants requiring us to not exceed a maximum leverage ratio and to maintain a minimum coverage ratio.
Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our debt obligations on commercially reasonable terms, would have a material adverse effect on our business, as well as on our ability to satisfy our debt obligations.
Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our debt obligations on commercially reasonable terms, would have a material adverse effect on our business, as well as on our ability to satisfy our debt obligations. 19 Table of Contents Labor Matters—We cannot assure that we can conclude future labor contracts or any other labor agreements without work stoppages.
If we experience significant increases in these costs and are unable to raise our prices to offset the higher costs, the profitability in our Winchester business would be negatively affected. Suppliers—We rely on a limited number of third-party suppliers for specified feedstocks and services. We obtain a significant portion of our raw materials from a few key suppliers.
If we experience significant increases in these costs and are unable to raise our prices to offset the higher costs, the profitability in our Winchester business would be negatively affected.
Gulf Coast, logistics across the region and the supply of certain raw materials, which have had an adverse effect on volume and cost for some of our products.
Gulf Coast, logistics across the region and the supply of certain raw materials, which have had an adverse effect on volume and cost for some of our products. Climate change could result in more frequent severe weather events, potential changes in precipitation patterns and extreme variability in weather patterns, which could disrupt our operations in the U.S.
In 2022, the EPA proposed a regulation that would ban the use of asbestos, a principal material used in diaphragm-based chlorine manufacturing in as soon as two years following publication of a final rule.
In 2024, the EPA finalized regulation that bans the use of asbestos, a principal material used in diaphragm-based chlorine manufacturing, in five years.
Toxic Substances Control Act of 1976 (TSCA) in the U.S. and the Registration, Evaluation and Authorization of Chemicals (REACH) regulation in Europe.
Many of our products and operations are subject to chemical control laws of the countries in which they are located. These laws include regulation of chemical substances and inventories under the U.S. Toxic Substances Control Act of 1976 (TSCA) in the U.S. and the Registration, Evaluation and Authorization of Chemicals (REACH) regulation in Europe.
As a result, our business is and will continue to be affected by general economic conditions and other factors in Europe, Asia Pacific, particularly China, and Latin America, including fluctuations in interest rates, customer demand, labor and energy costs, currency changes and other factors beyond our control, such as public health epidemics.
As a result, our business is and will continue to be affected by general economic and business conditions in Europe, Asia Pacific, particularly China, and Latin America, as well as within North America.
Our future success depends in part on our ability to identify and develop talent throughout the organization who adopt and successfully execute our strategic operating model. The development and retention of key personnel and appropriate senior management succession planning will continue to be important to the successful execution of our strategies. We may have difficulty locating and hiring qualified personnel.
The development and retention of key personnel and appropriate senior management succession planning will continue to be important to the successful execution of our strategies. We may have difficulty locating and hiring qualified personnel. In addition, we may have difficulty retaining such personnel once hired, and key people may leave and compete against us.
Climate change could result in more frequent severe weather events, potential changes in precipitation patterns and extreme variability in weather patterns, which could disrupt our operations as well as those of our customers and suppliers. Severe weather conditions or other natural phenomena in the future, including those resulting from climate change, could have a material adverse effect on our business.
Gulf Coast, or elsewhere, as well as those of our customers and suppliers. Severe 16 Table of Contents weather conditions or other natural phenomena in the future, including those resulting from climate change, could have a material adverse effect on our business. Third-Party Transportation—We rely heavily on third-party transportation, which subjects us to risks and costs that we cannot control.
The EPA has found “unreasonable risk” associated with several of Olin’s chlorinated organic products under the new TSCA law and we anticipate proposed rules from the EPA on these products also present risk to these businesses.
The EPA has also finalized regulation associated with several of Olin’s chlorinated organic products under the new TSCA law and these rules also present risk to these businesses. Olin is challenging many of these new regulations in an array of court proceedings, but the outcome of these litigation matters is uncertain.
Any failure by us to manage a successful leadership transition of an executive officer and to timely identify a qualified permanent replacement could have a material adverse effect on our business. Cost Control—Our profitability could be reduced if we experience increasing raw material, utility, transportation or logistics costs, or if we fail to achieve targeted cost reductions.
Any failure by us to manage a successful leadership transition of an executive officer and to timely identify a qualified permanent replacement could have a material adverse effect on our business. Ability to Attract and Retain Qualified Employees—We must attract, retain and motivate key employees, and the failure to do so may materially adversely affect our business.
Adopted in late 2020, this model represents a change to how our Chlor Alkali Products and Vinyls and Epoxy businesses traditionally operated over the years. To mitigate exposure and maximize value from the entire ECU, the model necessitates managing production rates to the weaker side of the ECU. The execution of the model may not be successful over time.
To mitigate exposure and maximize value from the entire ECU, our operating model necessitates managing production rates to preserve value, which may impact the way we transact business with customers and other third parties. The execution of the model may not be successful over time.
Ability to Attract and Retain Qualified Employees—We must attract, retain and motivate key employees, and the failure to do so may materially adversely affect our business. We believe our success depends on hiring, retaining and motivating key employees, including executive officers.
We believe our success depends on hiring, retaining and motivating key employees, including executive officers. Our future success depends in part on our ability to identify and develop talent throughout the organization who adopt and successfully execute our strategies and operating model.
However, there can be no assurance that such refinancing would be available to us on terms that would be acceptable to us or at all. Credit and Capital Market Conditions—Adverse conditions in the credit and capital markets may limit or prevent our ability to borrow or raise capital.
However, there can be no assurance that such refinancing would be available to us on terms that would be acceptable to us or at all. Indebtedness—Our indebtedness could materially adversely affect our business. As of December 31, 2024, we had $2,842.2 million of indebtedness outstanding.
If the fair value is less than the carrying amount of the asset, an impairment is recognized for the difference.
We review long-lived assets, including property, plant and equipment and identifiable amortizing intangible assets, for impairment whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable. If the fair value is less than the carrying amount of the asset, an impairment is recognized for the difference.
Olin has an international presence, including the geographic regions of Europe, Asia Pacific, Latin America and Canada. In 2023, approximately 33% of our sales were generated outside of the United States.
In 2024, approximately 29% of our sales were generated outside of the United States.
Removed
Additionally, we may not be able to attract, develop, or retain the skills necessary to effectively execute the strategic operating model. Our model is dependent on implementing changes to the way we transact business with customers and other third parties. Customers or third parties may not be willing to transact with us on terms acceptable to us or at all.
Added
External factors include inflation and fluctuations in interest rates, customer demand, labor and energy costs, currency changes, new capacity additions, competitor actions, public health epidemics, and other factors beyond our control. The demand for our products and our customers’ products is directly affected by such fluctuations.
Removed
On February 19, 2024, we announced that our Board of Directors appointed Kenneth Lane, as President and Chief Executive Officer of Olin, effective as of March 18, 2024. Mr. Lane will succeed Scott Sutton, who will be stepping down as President and Chief Executive Officer and Director of Olin on March 18, 2024.
Added
Our profitability and margin growth will depend in part on our ability to maintain an efficient operating model and drive sustainable improvements, through productivity, reliability and modernization actions and projects, such as rightsizing our global asset base, product line rationalizations, renegotiating supplier contracts and facility modernization projects.
Removed
Our success depends in large part on our ability to recruit and retain a qualified successor to Mr. Sutton and the continued availability and service of our other executive officers and senior management. The market for executive officers and senior management in our industry is competitive and we may not be able to retain our executive officers and senior management.
Added
A variety of factors may adversely affect the Company’s ability to realize targeted cost reductions, including failure to successfully optimize our facilities footprint, failure to take advantage of our vertically integrated product lines and global supply chains, or the failure to identify and eliminate duplicative programs.
Removed
In addition, we may have difficulty retaining such personnel once hired, and key people may leave and compete against us. The loss of key personnel or our failure to attract and retain other qualified and experienced personnel could disrupt or materially adversely affect our business.
Added
There can be no assurance that we will be able to achieve or sustain any or all of the cost savings generated from our actions. Suppliers—We rely on a limited number of third-party suppliers for specified feedstocks and services. We obtain a significant portion of our raw materials from a few key suppliers.
Removed
Any one or more of the above factors could have a material adverse effect on our business. Indebtedness—Our indebtedness could materially adversely affect our business. As of December 31, 2023, we had $2,670.1 million of indebtedness outstanding.
Added
If we are required to obtain an alternate source for these feedstocks or services, we may not be able to obtain equally favorable pricing and terms.
Removed
The chemical and ammunition industries are subject to extensive legislative and regulatory actions, which could have a material adverse effect on our business. Many of our products and operations are subject to chemical control laws of the countries in which they are located. These laws include regulation of chemical substances and inventories under the U.S.
Added
Our cybersecurity risk management strategy is detailed within Item 1C. - Cybersecurity. International Sales and Operations—We are subject to risks associated with our international sales and operations that could have a material adverse effect on our business. Olin has an international presence, including the geographic regions of Europe, Asia Pacific, Latin America and Canada.
Removed
Labor Matters—We cannot assure that we can conclude future labor contracts or any other labor agreements without work stoppages. Various labor unions represent a significant number of our hourly paid employees for collective bargaining purposes.
Added
In addition, a large number of our employees are located in countries in which employment laws provide greater bargaining or other rights to employees than the laws of the U.S. Such employment rights require us to work collaboratively with the legal representatives of those employees to effect any changes to labor arrangements.
Added
We also anticipate future regulatory action related to EDC and VCM under the amended TSCA law that could significantly affect the sales, costs and profitability of those product lines.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur CIO has over fifteen years of experience leading cybersecurity oversight for global organizations, and our Information Security team leaders have extensive cybersecurity and information technology industry experience with Olin or other large public companies and hold industry certifications, including the Certified Information Systems Security Professional certification. 22 Table of Contents Our Information Security team monitors alerts and meets to discuss threat levels, trends and remediation tactics.
Biggest changeOur CIO has over fifteen years of experience leading cybersecurity oversight for global organizations, and our Information Security team leaders have extensive cybersecurity and information technology industry experience with Olin or other large public companies and hold industry certifications, including the Certified Information Systems Security Professional certification.
While management holds primary responsibility for our Company’s risk management strategy, our Board, with the support of its committees, oversees the process to ensure that the framework designed, implemented and maintained by management is functioning as intended and adapts, when necessary, to our evolving strategy and emerging risks.
While management holds primary responsibility for our Company’s risk management strategy, 23 Table of Contents our Board, with the support of its committees, oversees the process to ensure that the framework designed, implemented and maintained by management is functioning as intended and adapts, when necessary, to our evolving strategy and emerging risks.
Every identified cyber event is evaluated, ranked by severity and prioritized for response and remediation in compliance with our global Security Incident Management Procedure.
Our Information Security team monitors alerts and meets to discuss threat levels, trends and remediation tactics. Every identified cyber event is evaluated, ranked by severity and prioritized for response and remediation in compliance with our global Security Incident Management Procedure.

Item 2. Properties

Properties — owned and leased real estate

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Removed
Army for up to three additional years. 23 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. LEGAL PROCEEDINGS Discussion of legal matters is incorporated by reference from Part II, Item 8, under the heading of “Legal Matters” within Note 23, “Commitments and Contingencies,” and should be considered an integral part of Part I, Item 3, “Legal Proceedings.” Item 4. MINE SAFETY DISCLOSURES Not applicable. 24 Table of Contents PART II
Biggest changeItem 3. LEGAL PROCEEDINGS Discussion of legal matters is incorporated by reference from Part II, Item 8, under the heading of “Legal Matters” within Note 22, “Commitments and Contingencies,” and should be considered an integral part of Part I, Item 3, “Legal Proceedings.” Item 4. MINE SAFETY DISCLOSURES Not applicable. 24 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe performance graph assumes an investment of $100 on December 31, 2018. 26 Table of Contents FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA 2023 2022 2021 2020 2019 Operations ($ and shares in millions, except per share data) Sales $ 6,833 $ 9,376 $ 8,911 $ 5,758 $ 6,110 Cost of goods sold 5,667 7,194 6,616 5,375 5,439 Selling and administrative 407 394 417 422 417 Restructuring charges 90 25 28 9 76 Goodwill impairment — — — 700 — Other operating income 43 16 1 1 — Interest expense 181 144 348 293 243 Interest income and other income 4 2 — 1 12 Non-operating pension income 24 39 36 19 16 Income (loss) before taxes 559 1,676 1,539 (1,020) (37) Income tax provision (benefit) 107 349 242 (50) (26) Net income (loss) 452 1,327 1,297 (970) (11) Net loss attributable to noncontrolling interests (8) — — — — Net income (loss) attributable to Olin Corporation $ 460 $ 1,327 $ 1,297 $ (970) $ (11) Financial Position Cash and cash equivalents $ 170 $ 194 $ 181 $ 190 $ 221 Working capital, excluding cash and cash equivalents 275 401 386 329 411 Property, plant and equipment, net 2,520 2,674 2,914 3,171 3,324 Total assets 7,713 8,044 8,518 8,271 9,188 Capitalization: Short-term debt 79 10 201 26 2 Long-term debt 2,591 2,571 2,578 3,838 3,339 Shareholders’ equity 2,268 2,544 2,652 1,451 2,418 Total capitalization $ 4,938 $ 5,125 $ 5,431 $ 5,315 $ 5,759 Total debt to total capitalization 54.1 % 50.4 % 51.2 % 72.7 % 58.0 % Per Share Data Net income (loss) attributable to Olin Corporation: Basic $ 3.66 $ 9.16 $ 8.15 $ (6.14) $ (0.07) Diluted $ 3.57 $ 8.94 $ 7.96 $ (6.14) $ (0.07) Cash dividends paid per common share $ 0.80 $ 0.80 $ 0.80 $ 0.80 $ 0.80 Other Capital expenditures $ 236 $ 237 $ 201 $ 299 $ 386 Depreciation and amortization 533 599 583 568 597 Common stock dividends paid 101 116 128 126 129 Repurchases of common stock 711 1,351 252 — 146 Current ratio 1.3 1.4 1.3 1.4 1.6 Effective tax rate 19.2 % 20.8 % 15.7 % 4.9 % 69.4 % Average common shares outstanding - diluted 128.8 148.5 163.0 157.9 162.3 Employees (1) 7,326 7,780 7,750 8,000 6,500 (1) Beginning October 1, 2020, total employees include employees at Lake City which is a government-owned, contractor-operated facility.
Biggest changeThe performance graph assumes an investment of $100 on December 31, 2019. 26 Table of Contents FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA 2024 2023 2022 2021 2020 Operations ($ and shares in millions, except per share data) Sales $ 6,540 $ 6,833 $ 9,376 $ 8,911 $ 5,758 Cost of goods sold 5,803 5,667 7,194 6,616 5,375 Selling and administrative 409 407 394 417 422 Restructuring charges 33 90 25 28 9 Goodwill impairment — — — — 700 Other operating income 1 43 16 1 1 Interest expense 184 181 144 348 293 Interest income and other income 4 4 2 — 1 Non-operating pension income 26 24 39 36 19 Income (loss) before taxes 142 559 1,676 1,539 (1,020) Income tax provision (benefit) 37 107 349 242 (50) Net income (loss) 105 452 1,327 1,297 (970) Net loss attributable to noncontrolling interests (4) (8) — — — Net income (loss) attributable to Olin Corporation $ 109 $ 460 $ 1,327 $ 1,297 $ (970) Financial Position Cash and cash equivalents $ 176 $ 170 $ 194 $ 181 $ 190 Working capital, excluding cash and cash equivalents 272 275 401 386 329 Property, plant and equipment, net 2,328 2,520 2,674 2,914 3,171 Total assets 7,579 7,713 8,044 8,518 8,271 Capitalization: Short-term debt 129 79 10 201 26 Long-term debt 2,713 2,591 2,571 2,578 3,838 Shareholders’ equity 2,055 2,268 2,544 2,652 1,451 Total capitalization $ 4,897 $ 4,938 $ 5,125 $ 5,431 $ 5,315 Total debt to total capitalization 58.0 % 54.1 % 50.4 % 51.2 % 72.7 % Per Share Data Net income (loss) attributable to Olin Corporation: Basic $ 0.92 $ 3.66 $ 9.16 $ 8.15 $ (6.14) Diluted $ 0.91 $ 3.57 $ 8.94 $ 7.96 $ (6.14) Cash dividends paid per common share $ 0.80 $ 0.80 $ 0.80 $ 0.80 $ 0.80 Other Capital expenditures $ 195 $ 236 $ 237 $ 201 $ 299 Depreciation and amortization 518 533 599 583 568 Common stock dividends paid 94 101 116 128 126 Repurchases of common stock 300 711 1,351 252 — Current ratio 1.3 1.3 1.4 1.3 1.4 Effective tax rate 25.9 % 19.2 % 20.8 % 15.7 % 4.9 % Average common shares outstanding - diluted 119.5 128.8 148.5 163.0 157.9 Employees 7,676 7,326 7,780 7,750 8,000 Item 6. [RESERVED] 27 Table of Contents
A dividend of $0.20 per common share was paid during each of the four quarters in 2023 and 2022.
A dividend of $0.20 per common share was paid during each of the four quarters in 2024 and 2023.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES As of January 31, 2024, we had 2,805 record holders of our common stock. Our common stock is traded on the NYSE under the “OLN” ticker symbol.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (a) Not applicable. (c) As of January 31, 2025, we had 2,644 record holders of our common stock. Our common stock is traded on the NYSE under the “OLN” ticker symbol.
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 October 1-31, 2023 1,254,572 $ 47.84 1,254,572 November 1-30, 2023 1,232,117 44.66 1,232,117 December 1-31, 2023 — — — Total $ 997,042,178 (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).
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 October 1-31, 2024 210,845 $ 47.45 210,845 November 1-30, 2024 778,434 42.41 778,434 December 1-31, 2024 — — — Total $ 1,998,931,863 (1) (1) On December 11, 2024, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $1.3 billion (the 2024 Repurchase Authorization).
This program will terminate upon the purchase of $2.0 billion of common stock. Through December 31, 2023, 19,234,991 shares of common stock had been repurchased and retired at a total value of $1,003.0 million and $997.0 million of common stock remained available for purchase under the 2022 Repurchase Authorization program.
Through December 31, 2024, 25,156,703 shares of common stock had been repurchased and retired at a total value of $1,301.1 million and $698.9 million and $1.3 billion of common stock remained available for purchase under the 2022 and 2024 Repurchase Authorization programs, respectively.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN Among Olin Corporation, the S&P 500 Index, S&P 500 Chemicals Index and the S&P Composite 1500 Commodity Chemicals Index December 31, 2018 2019 2020 2021 2022 2023 Olin Corporation 100 89 134 320 299 310 S&P 500 Index 100 132 156 200 164 207 S&P 500 Chemicals Index 100 122 144 181 161 179 S&P Composite 1500 Commodity Chemicals Index 100 113 121 142 134 155 Data is for the five-year period from December 31, 2018, through December 31, 2023.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN Among Olin Corporation, the S&P 500 Index, S&P 500 Chemicals Index and the S&P Composite 1500 Commodity Chemicals Index 2019 2020 2021 2022 2023 2024 Olin Corporation 100 151 359 336 347 221 S&P 500 Index 100 118 152 125 158 197 S&P 500 Chemicals Index 100 118 149 132 146 146 S&P Composite 1500 Commodity Chemicals Index 100 108 126 119 138 113 Data is for the five-year period from December 31, 2019, through December 31, 2024.
Added
The payment of future cash dividends is subject to the discretion of our Board and will be determined in light of then current conditions, including our earnings, our operations, our financial condition, our capital requirements, and other factors deemed relevant by our Board.
Added
In the future, our Board may change our dividend policy, including the frequency or amount of any dividend, in light of then existing conditions.
Added
This program will terminate upon the purchase of $1.3 billion of common stock. On July 28, 2022, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $2.0 billion (the 2022 Repurchase Authorization). This program will terminate upon the purchase of $2.0 billion of common stock.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations 28 Business Background 28 Recent Developments and Highlights 28 Consolidated Results of Operations 29 Segment Results 31 202 4 Outlook 34 Pension and Postretirement Benefits 34 Environmental Matters 35 Legal Matters and Contingencies 36 Liquidity and Capital Resources 36 Critical Accounting Estimates 40 New Accounting Pronouncements 42 Derivative Financial Instruments 42 Item 7A.
Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations 28 Business Background 28 Recent Developments and Highlights 28 Consolidated Results of Operations 30 Segment Results 32 202 5 Outlook 35 Pension and Postretirement Benefits 35 Environmental Matters 36 Legal Matters and Contingencies 37 Liquidity and Capital Resources 37 Critical Accounting Estimates 41 New Accounting Pronouncements 43 Derivative Financial Instruments 43 Item 7A.
Consolidated Financial Statements and Supplementary Data 45 Management Report on Internal Control Over Financial Reporting 45 Report of Independent Registered Public Accounting Firm 46 Consolidated Balance Sheets 48 Consolidated Statements of Operations 49 Consolidated Statements of Comprehensive Income 50 Consolidated Statements of Shareholders’ Equity 51 Consolidated Statements of Cash Flows 52 Notes to Consolidated Financial Statements 53
Financial Statements and Supplementary Data 46 Management Report on Internal Control Over Financial Reporting 46 Report of Independent Registered Public Accounting Firm 47 Consolidated Balance Sheets 49 Consolidated Statements of Operations 50 Consolidated Statements of Comprehensive Income 51 Consolidated Statements of Shareholders’ Equity 52 Consolidated Statements of Cash Flows 53 Notes to Consolidated Financial Statements 54
Quantitative and Qualitative Disclosures About Market Risk 43 Cautionary Statement About Forward-Looking Statements 44 Item 8.
Quantitative and Qualitative Disclosures About Market Risk 44 Cautionary Statement About Forward-Looking Statements 45 Item 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeDuring 2023, we had net borrowings of $85.9 million with $68.0 million borrowed under our Senior Revolving Credit Facility and $28.5 million borrowed under our Receivables Financing Agreement. 28 Table of Contents CONSOLIDATED RESULTS OF OPERATIONS Years ended December 31, 2023 2022 2021 ($ in millions, except per share data) Sales $ 6,833.0 $ 9,376.2 $ 8,910.6 Cost of goods sold 5,667.5 7,194.3 6,616.4 Gross margin 1,165.5 2,181.9 2,294.2 Selling and administrative 406.7 393.9 416.9 Restructuring charges 89.6 25.3 27.9 Other operating income 42.9 16.3 1.4 Operating income 712.1 1,779.0 1,850.8 Interest expense 181.1 143.9 348.0 Interest income 4.3 2.2 0.2 Non-operating pension income 24.0 38.7 35.7 Income before taxes 559.3 1,676.0 1,538.7 Income tax provision 107.3 349.1 242.0 Net income 452.0 1,326.9 1,296.7 Net loss attributable to noncontrolling interests (8.2) — — Net income attributable to Olin Corporation $ 460.2 $ 1,326.9 $ 1,296.7 Net income attributable to Olin Corporation per common share: Basic $ 3.66 $ 9.16 $ 8.15 Diluted $ 3.57 $ 8.94 $ 7.96 2023 Compared to 2022 Sales for 2023 were $6,833.0 million compared to $9,376.2 million in 2022, a decrease of $2,543.2 million, or 27%.
Biggest changeThe acquisition will be financed with cash on hand and is expected to close in the second quarter of 2025. 29 Table of Contents CONSOLIDATED RESULTS OF OPERATIONS Years ended December 31, 2024 2023 2022 ($ in millions, except per share data) Sales $ 6,540.1 $ 6,833.0 $ 9,376.2 Cost of goods sold 5,802.6 5,667.5 7,194.3 Gross margin 737.5 1,165.5 2,181.9 Selling and administrative 408.5 406.7 393.9 Restructuring charges 33.3 89.6 25.3 Other operating income 0.8 42.9 16.3 Operating income 296.5 712.1 1,779.0 Interest expense 184.5 181.1 143.9 Interest income 3.7 4.3 2.2 Non-operating pension income 26.0 24.0 38.7 Income before taxes 141.7 559.3 1,676.0 Income tax provision 36.7 107.3 349.1 Net income 105.0 452.0 1,326.9 Net loss attributable to noncontrolling interests (3.6) (8.2) — Net income attributable to Olin Corporation $ 108.6 $ 460.2 $ 1,326.9 Net income attributable to Olin Corporation per common share: Basic $ 0.92 $ 3.66 $ 9.16 Diluted $ 0.91 $ 3.57 $ 8.94 2024 Compared to 2023 Sales for 2024 were $6,540.1 million compared to $6,833.0 million in 2023, a decrease of $292.9 million, or 4%.
Excluding these items, the effective tax rate for 2023 of 24.4% was higher than the 21.0% U.S. federal statutory rate primarily due to state taxes, an increase in the valuation allowance related to losses in foreign jurisdictions and foreign income inclusions, partially offset by foreign rate differential and favorable permanent salt depletion deductions.
Excluding these items, the effective tax rate for 2023 of 24.4% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax, an increase in the valuation allowance related to losses in foreign jurisdictions and foreign income inclusions, partially offset by foreign rate differential and favorable permanent salt depletion deductions.
Restructuring charges for 2023 were $89.6 million compared to $25.3 million in 2022. The increase in charges was primarily due to our actions to reconfigure our global Epoxy asset footprint to optimize the most productive and cost-effective assets to support our strategic operating model, which resulted in restructuring charges of $73.4 million for 2023.
Restructuring charges for 2023 were $89.6 million compared to $25.3 million in 2022. The increase in charges was primarily due to our actions to reconfigure our global Epoxy asset footprint to optimize the most productive and cost-effective assets to support our operating model, which resulted in restructuring charges of $73.4 million for 2023.
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.
We use cash flow hedges for certain raw material and energy costs such as copper, zinc, ethane, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations associated with forecasted purchases of raw materials and energy used in our manufacturing process.
Restructurings 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 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.
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).
We have registered an undetermined number of securities with the SEC, so that, from time-to-time, we may issue debt securities, preferred stock and/or common stock and associated warrants in the public market under that registration statement. Credit Ratings We receive ratings from three independent credit rating agencies: Fitch Ratings (Fitch), Moody's Investor Service (Moody's) and Standard & Poor's (S&P).
Significant estimates in our consolidated financial statements include goodwill recoverability, environmental, restructuring and other unusual items, litigation, income tax reserves including deferred tax asset valuation allowances, pension, postretirement and other benefits and 40 Table of Contents allowance for doubtful accounts. We base our estimates on prior experience, current facts and circumstances and other assumptions.
Significant estimates in our consolidated financial statements include goodwill recoverability, environmental, restructuring and other unusual items, 41 Table of Contents litigation, income tax reserves including deferred tax asset valuation allowances, pension, postretirement and other benefits and allowance for doubtful accounts. We base our estimates on prior experience, current facts and circumstances and other assumptions.
Our ability to estimate future costs depends on whether our investigatory and remedial activities are in preliminary or advanced stages. With respect to unasserted claims, we accrue liabilities for costs that, in our experience, we expect to incur to protect our interests against those unasserted claims. Our accrued liabilities for unasserted claims amounted to $11.6 million at December 31, 2023.
Our ability to estimate future costs depends on whether our investigatory and remedial activities are in preliminary or advanced stages. With respect to unasserted claims, we accrue liabilities for costs that, in our experience, we expect to incur to protect our interests against those unasserted claims. Our accrued liabilities for unasserted claims amounted to $11.6 million at December 31, 2024.
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 December 31, 2023, there were no covenants or other restrictions that limited our ability to borrow.
The limitation, if an amendment or waiver from our lenders is not obtained, could restrict our ability to borrow the maximum amounts available under the Senior Revolving Credit Facility and the 2024 Receivables Financing Agreement. As of December 31, 2024, there were no covenants or other restrictions that limited our ability to borrow.
All debt obligations are assumed to be held until maturity. (2) For the purposes of this table, we have assumed for all periods presented that there are no changes in the interest rates from those in effect at December 31, 2023, which ranged from 5.0% to 9.5%.
All debt obligations are assumed to be held until maturity. (2) For the purposes of this table, we have assumed for all periods presented that there are no changes in the interest rates from those in effect at December 31, 2024, which ranged from 5.0% to 9.5%.
(3) These amounts are only estimated payments for our foreign qualified pension plans, assuming a weighted average annual expected rate of return on pension plan assets of 4.4% and a discount rate on pension plan obligations of 3.2%. These estimated payments are subject to significant variation and the actual payments may be more than the amounts estimated.
(3) These amounts are only estimated benefit payments for our foreign qualified pension plans, assuming a weighted average annual expected rate of return on pension plan assets of 4.3% and a discount rate on pension plan obligations of 3.4%. These estimated payments are subject to significant variation and the actual payments may be more than the amounts estimated.
We believe, based on current and projected levels of cash flow from our operations, together with our cash and cash equivalents on h and and the availability to borrow under our Senior Revolving Credit Facility, Receivables Financing Agreement 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 capital expenditure requirements and comply with the financial ratios in our debt agreements.
We believe, based on current and projected levels of cash flow from our operations, together with our cash and cash equivalents on h and and the availability to borrow under our Senior Revolving Credit Facility and 2024 Receivables Financing Agreement, we have sufficient liquidity to meet our short-term and long-term needs to make required payments of interest on our debt, fund our operating needs, working capital, and capital expenditure requirements and comply with the financial ratios in our debt agreements.
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.
Based on our plan assumptions and estimates, we will not be required to make any cash contributions to our domestic qualified defined benefit pension plan in 2025. We have several international qualified defined benefit pension plans for which we anticipate cash contributions of less than $5 million in 2025.
We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of December 31, 2023, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured.
We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of December 31, 2024, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured.
We include the gain or loss on the hedged items (fixed-rate borrowings) in the same line item, interest expense, as the offsetting loss or gain on the related interest rate swaps. There were no outstanding interest rate swaps at December 31, 2023 and 2022.
We include the gain or loss on the hedged items (fixed-rate borrowings) in the same line item, interest expense, as the offsetting loss or gain on the related interest rate swaps. There were no outstanding interest rate swaps at December 31, 2024 and 2023.
Laws providing for regulation of the 35 Table of Contents manufacture, transportation, use and disposal of hazardous and toxic substances, and remediation of contaminated sites, have imposed additional regulatory requirements on industry, particularly the chemicals industry. In addition, implementation of environmental laws has required and will continue to require new capital expenditures and will increase plant operating costs.
Laws providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances, and remediation of contaminated sites, have imposed additional regulatory requirements on industry, particularly the chemicals industry. In addition, implementation of environmental laws has required and will continue to require new capital expenditures and will increase plant operating costs.
In connection with international qualified defined benefit pension plans, we made cash contributions of $1.0 million, $1.3 million and $1.1 million in 2023, 2022 and 2021, respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2024.
In connection with international qualified defined benefit pension plans, we made cash contributions of $1.3 million, $1.0 million and $1.3 million in 2024, 2023 and 2022, respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2025.
In connection with international qualified defined benefit pension plans we made cash contributions of $1.0 million, $1.3 million and $1.1 million in 2023, 2022 and 2021, respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2024.
In connection with international qualified defined benefit pension plans we made cash contributions of $1.3 million, $1.0 million and $1.3 million in 2024, 2023 and 2022, respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2025.
The sales decrease was primarily due to lower volumes across all products and lower prices, primarily caustic soda and EDC, partially offset by products sold by BWA. 31 Table of Contents Chlor Alkali Products and Vinyls reported segment income of $664.2 million for 2023 compared to $1,181.3 million for 2022, a decrease of $517.1 million.
The sales decrease was primarily due to lower volumes across all products and lower prices, primarily caustic soda and EDC, partially offset by products sold by BWA. Chlor Alkali Products and Vinyls reported segment income of $664.2 million for 2023 compared to $1,181.3 million for 2022, a decrease of $517.1 million.
PENSION AND POSTRETIREMENT BENEFITS We recorded an after-tax charge of $13.2 million ($18.1 million pretax) to shareholders’ equity as of December 31, 2023, for our pension and other postretirement plans.
In 2023, we recorded an after-tax charge of $13.2 million ($18.1 million pretax) to shareholders’ equity as of December 31, 2023, for our pension and other postretirement plans.
We also have supply contracts with various third parties for certain raw materials, including ethylene, electricity, propylene and benzene. These contracts have initial terms ranging from several to 20 years.
We also have supply contracts with various third parties for certain raw materials, including ethylene, electricity, propylene and cumene. These contracts have initial terms ranging from several to 20 years.
Based on our plan assumptions and estimates, we will not be required to make any cash contributions to the domestic qualified defined benefit pension plan at least through 2024.
Based on our plan assumptions and estimates, we will not be required to make any cash contributions to the domestic qualified defined benefit pension plan at least through 2025.
Based on the current funding requirements, we will not be required to make any cash contributions to the domestic qualified defined benefit pension plan at least through 2024.
Based on the current funding requirements, we will not be required to make any cash contributions to the domestic qualified defined benefit pension plan at least through 2025.
These charges relate primarily to remedial and investigatory activities associated with past manufacturing operations and former waste disposal sites and may be material to operating results in future years. We have included additional information with respect to environmental matters within Note 21, “Environmental,” of our Notes to Consolidated Financial Statements.
These charges relate primarily to remedial and investigatory activities associated with past manufacturing operations and former waste disposal sites and may be material to operating results in future years. We have included additional information with respect to environmental matters within Item 8, Note 20, “Environmental,” of our notes to consolidated financial statements.
For the year ended December 31, 2023, we received $44.1 million of cash contributions from noncontrolling interests for BWA. Dividends per common share were $0.80 in 2023 and 2022. Total dividends paid on common stock amounted to $101.0 million and $116.2 million in 2023 and 2022, respectively.
For the year ended December 31, 2023, we received $44.1 million of cash contributions from noncontrolling interests for BWA. Dividends per common share were $0.80 in 2024 and 2023. Total dividends paid on common stock amounted to $94.2 million and $101.0 million in 2024 and 2023, respectively.
Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting from investigatory studies, advances in technology, changes in environmental laws and 41 Table of Contents regulations and their application, changes in regulatory authorities, the scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other potentially responsible parties (PRPs) and our ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs.
Environmental costs and recoveries are included in costs of goods sold. 42 Table of Contents Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting from investigatory studies, advances in technology, changes in environmental laws and regulations and their application, changes in regulatory authorities, the scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other potentially responsible parties (PRPs) and our ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs.
Our liabilities for future environmental expenditures were as follows: December 31, 2023 2022 Environmental Liabilities ($ in millions) Beginning balance $ 146.6 $ 147.3 Charges to income 30.1 24.2 Remedial and investigatory spending (25.9) (24.6) Other 2.8 (0.3) Ending balance $ 153.6 $ 146.6 As is common in our industry, we are subject to environmental laws and regulations related to the use, storage, handling, generation, transportation, emission, discharge, disposal and remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which we do business.
Our liabilities for future environmental expenditures were as follows: December 31, 2024 2023 Environmental Liabilities ($ in millions) Beginning balance $ 153.6 $ 146.6 Charges to income 30.2 30.1 Remedial and investigatory spending (27.3) (25.9) Other — 2.8 Ending balance $ 156.5 $ 153.6 As is common in our industry, we are subject to environmental laws and regulations related to the use, storage, handling, generation, transportation, emission, discharge, disposal and remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which we do business.
Total environmental-related cash outlays for 2024 are estimated to be approximately $210 million, of which approximately $25 million to $35 million is expected to be spent on investigatory and remedial efforts, approximately $5 million on capital projects and approximately $175 million on normal plant operations.
Total environmental-related cash outlays for 2025 are estimated to be approximately $220 million, of which approximately $25 million to $35 million is expected to be spent on investigatory and remedial efforts, approximately $5 million on capital projects and approximately $175 million on normal plant operations.
Non-cancelable operating leases and purchasing commitments are utilized in our normal course of business for our projected needs. Our operating lease commitments as described in Note 22 “Leases” are primarily for railcars, but also include logistics, manufacturing, storage, real estate, and information technology assets. Virtually none of our lease agreements contain escalation clauses or step rent provisions.
Non-cancelable operating leases and purchasing commitments are utilized in our normal course of business for our projected needs. Our operating lease commitments as described in Item 8, Note 21, “Leases,” are primarily for railcars, but also include logistics, manufacturing, storage, real estate, and information technology assets. Virtually none of our lease agreements contain escalation clauses or step rent provisions.
The effect on operating results of items not qualifying for hedge accounting was a loss of $15.7 million, $27.3 million and $22.0 million in 2023, 2022 and 2021, respectively.
The effect on operating results of items not qualifying for hedge accounting was a gain (loss) of $17.0 million, $(15.7) million and $(27.3) million in 2024, 2023 and 2022, respectively.
We had the following notional amounts of outstanding forward contracts to buy and 42 Table of Contents sell foreign currency: December 31, 2023 2022 Foreign Currency ($ in millions) Buy 21.0 275.8 Sell 140.2 110.7 Our foreign currency forward contracts and certain commodity derivatives did not meet the criteria to qualify for hedge accounting.
We had the following notional amounts of outstanding forward contracts to buy and sell foreign currency: 43 Table of Contents December 31, 2024 2023 Foreign Currency ($ in millions) Buy — 21.0 Sell 133.7 140.2 Our foreign currency forward contracts and certain commodity derivatives did not meet the criteria to qualify for hedge accounting.
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 35% to 40% range as a result of previously deferred international tax payments expected to be made in 2024.
We currently believe the 2025 effective tax rate will be in the 25% to 30% range and our cash tax rate to be in the 60% to 70% range as a result of previously deferred international tax payments expected to be made in 2025.
The fair value of our derivative asset and liability balances were: December 31, 2023 2022 Derivative Assets and Liabilities ($ in millions) Other current assets $ 2.1 $ 1.8 Other assets 3.2 4.0 Total derivative asset $ 5.3 $ 5.8 Accrued liabilities $ 31.9 $ 42.5 Other liabilities 0.5 7.4 Total derivative liability $ 32.4 $ 49.9
The fair value of our derivative asset and liability balances were: December 31, 2024 2023 Derivative Assets and Liabilities ($ in millions) Other current assets $ 14.5 $ 2.1 Other assets 2.0 3.2 Total derivative asset $ 16.5 $ 5.3 Accrued liabilities $ 3.3 $ 31.9 Other liabilities 0.4 0.5 Total derivative liability $ 3.7 $ 32.4
Settlements on commodity derivative contracts resulted in (losses) gains of $(72.5) million, $58.2 million, and $180.1 million in 2023, 2022, and 2021, respectively, which were included in cost of goods sold. At December 31, 2023, we had open derivative notional contract positions through 2028 totaling $191.0 million.
Settlements on commodity derivative contracts resulted in (losses) gains of $(30.6) million, $(72.5) million, and $58.2 million in 2024, 2023, and 2022, respectively, which were included in cost of goods sold. At December 31, 2024, we had open derivative notional contract positions through 2028 totaling $204.5 million.
The decrease in segment results was due to lower product prices ($419.6 million) and lower volumes ($138.6 million), which were both impacted by significant exports out of Asia into the European and North American markets, partially offset by lower raw material costs and operating costs ($138.7 million).
The decrease in segment results was due to lower product prices ($419.6 million) and lower volumes ($138.6 million), which were both impacted by significant exports out of Asia into the European and North American markets, partially offset by lower raw material and operating costs ($138.7 million). A significant percentage of our Euro denominated sales are of products manufactured within Europe.
Excluding these items, the effective tax rate for 2022 of 24.4% was higher than the 21.0% U.S. federal statutory rate primarily due to state taxes, an increase in the valuation allowance related to losses in foreign jurisdictions and foreign income taxes, partially offset by foreign income exclusions and favorable permanent salt depletion deductions. 2022 Compared to 2021 Sales for 2022 were $9,376.2 million compared to $8,910.6 million in 2021, an increase of $465.6 million, or 5%.
Excluding these items, the effective tax rate for 2023 of 24.4% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax, an increase in the valuation allowance related to losses in foreign jurisdictions and foreign income inclusions, partially offset by foreign rate differential and favorable permanent salt depletion deductions. 2023 Compared to 2022 Sales for 2023 were $6,833.0 million compared to $9,376.2 million in 2022, a decrease of $2,543.2 million, or 27%.
The effective tax rate for 2022 included benefits associated with a legal entity liquidation, prior year tax positions, stock-based compensation, and remeasurement of deferred taxes due to a decrease in our state effective tax rates, and expenses associated with a net increase in the valuation allowance related to state tax credits and a change in tax contingencies.
The effective tax rate for 2023 included benefits associated with a legal entity liquidation, prior year tax positions, stock-based compensation, remeasurement of deferred taxes due to a decrease in our state effective tax rates and foreign rate changes, and from a change in tax contingencies, and an expense from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions.
Other operating income for 2022 included $13.0 million of gains from the sale of two former manufacturing facilities. Interest expense in 2023 increased $37.2 million from 2022, primarily due to higher average interest rates.
Other operating income for 2022 included $13.0 million of gains from the sale of two former manufacturing facilities. Interest expense in 2023 increased $37.2 million from 2022, primarily due to higher average interest rates. Interest expense for 2023 and 2022 was reduced by capitalized interest of $2.8 million and $3.1 million, respectively.
LEGAL MATTERS AND CONTINGENCIES Please see the discussion of legal matters and contingencies within Item 8, under the heading of “Legal Matters” within Note 23 “Commitments and Contingencies.” LIQUIDITY AND CAPITAL RESOURCES Cash Flow Data Years ended December 31, 2023 2022 2021 Provided by (Used for) ($ in millions) Net operating activities $ 974.3 $ 1,921.9 $ 1,741.0 Capital expenditures (236.0) (236.9) (200.6) Business acquired in purchase transaction, net of cash acquired (63.9) — — Payments under other long-term supply contracts (64.5) (37.7) — Proceeds from disposition of property, plant and equipment 28.8 14.9 3.2 Net investing activities (340.8) (259.7) (197.4) Long-term debt borrowings (repayments), net 85.9 (201.1) (1,103.1) Debt early redemption premiums — — (137.7) Common stock repurchased and retired (711.3) (1,350.7) (251.9) Stock options exercised 25.4 25.7 72.4 Dividends paid (101.0) (116.2) (127.8) Contributions received from noncontrolling interests 44.1 — — Net financing activities (656.9) (1,646.7) (1,552.0) 36 Table of Contents Operating Activities For 2023, cash provided by operating activities decreased by $947.6 million from 2022, primarily due to a decrease in operating results compared with the prior year.
LEGAL MATTERS AND CONTINGENCIES Please see the discussion of legal matters and contingencies within Item 8, under the heading of “Legal Matters” within Note 22, “Commitments and Contingencies.” LIQUIDITY AND CAPITAL RESOURCES Cash Flow Data Years ended December 31, 2024 2023 2022 Provided by (Used for) ($ in millions) Net operating activities $ 503.2 $ 974.3 $ 1,921.9 Capital expenditures (195.1) (236.0) (236.9) Business acquired in purchase transaction, net of cash acquired — (63.9) — Payments under other long-term supply contracts (58.6) (64.5) (37.7) Proceeds from disposition of property, plant and equipment — 28.8 14.9 Investments in unconsolidated affiliates (23.0) — — Net investing activities (283.7) (340.8) (259.7) Long-term debt borrowings (repayments), net 169.7 85.9 (201.1) Common stock repurchased and retired (300.3) (711.3) (1,350.7) Stock options exercised 23.9 25.4 25.7 Dividends paid (94.2) (101.0) (116.2) Contributions received from noncontrolling interests — 44.1 — Net financing activities (212.6) (656.9) (1,646.7) Operating Activities For 2024, cash provided by operating activities decreased by $471.1 million from 2023, primarily due to a decrease in operating results and increased working capital compared to the prior year.
We expect to meet our contractual obligations through our normal sources of liquidity and believe we have the financial resources to satisfy these contractual obligations. We have several defined benefit pension and defined contribution plans, as described in Note 13 “Pension Plans” and Note 17 “Contributing Employee Ownership Plan” in the notes to consolidated financial statements contained in Item 8.
We expect to meet our contractual obligations through our normal sources of liquidity and believe we have the financial resources to satisfy these contractual obligations. We have several defined benefit pension and defined contribution plans, as described in Note 12, “Pension Plans,” and Note 16, “Defined Contribution Plans,” in the notes to consolidated financial statements, contained in Item 8.
If all open futures contracts had been settled on December 31, 2023, we would have recognized a pretax loss of $24.6 million. If commodity prices were to remain at December 31, 2023 levels, approximately $20.8 million of deferred losses, net of tax, would be reclassified into earnings during the next twelve months.
If all open futures contracts had been settled on December 31, 2024, we would have recognized a pretax gain of $10.2 million. If commodity prices were to remain at December 31, 2024 levels, approximately $6.5 million of deferred gains, net of tax, would be reclassified into earnings during the next twelve months.
The Chlor Alkali Products and Vinyls 2023 segment results were also negatively impacted by the second quarter’s maintenance turnaround and related operating issues at our vinyl chloride monomer plant at the Freeport, TX facility, which resulted in higher costs and reduced profit from lost sales of $104.2 million.
The Chlor Alkali Products and Vinyls 2023 segment results were negatively impacted by higher costs and reduced profit from lost sales associated with operating issues related to the second quarter’s maintenance turnaround at our vinyl chloride monomer plant at the Freeport, TX facility.
The factoring discount for the years ended December 31, 2023 and 2022 was $4.7 million and $3.1 million, respectively. The agreements are without recourse and therefore no recourse liability has been recorded as of December 31, 2023.
The factoring discount for the years ended December 31, 2024 and 2023 was $3.0 million and $4.7 million, respectively. The agreements were without recourse and therefore no recourse liability had been recorded as of December 31, 2023.
Non-operating pension income was lower in 2023 from the prior year primarily due to an increase in the discount rate used to determine interest costs, partially offset by lower actuarial losses recognized to income.
Non-operating pension income includes all components of pension and other postretirement income (costs) other than service costs. Non-operating pension income was lower in 2023 from the prior year primarily due to an increase in the discount rate used to determine interest costs, partially offset by lower actuarial losses recognized to income.
Excluding these items, the effective tax rate for 2022 of 24.4% was higher than the 21.0% U.S. federal statutory rate primarily due to state taxes, an increase in the valuation allowance related to losses in foreign jurisdictions and foreign income taxes, partially offset by foreign income exclusions and favorable permanent salt depletion deductions.
Excluding these items, the effective tax rate for 2022 of 24.4% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax, an increase in the valuation allowance related to losses in foreign jurisdictions and foreign income taxes, partially offset by foreign income exclusions and favorable permanent salt depletion deductions. 31 Table of Contents SEGMENT RESULTS We define segment results as income (loss) before interest expense, interest income, other operating income (expense), non-operating pension income, other income and income taxes.
Years ended December 31, 2023 2022 2021 Sales: ($ in millions) Chlor Alkali Products and Vinyls $ 3,995.1 $ 5,085.0 $ 4,140.8 Epoxy 1,329.2 2,690.5 3,186.0 Winchester 1,508.7 1,600.7 1,583.8 Total sales $ 6,833.0 $ 9,376.2 $ 8,910.6 Income before taxes: Chlor Alkali Products and Vinyls $ 664.2 $ 1,181.3 $ 997.8 Epoxy (31.0) 388.5 616.5 Winchester 255.6 372.9 412.1 Corporate/Other: Environmental expense (1) (23.7) (23.2) (14.0) Other corporate and unallocated costs (106.3) (131.5) (135.1) Restructuring charges (89.6) (25.3) (27.9) Other operating income (2) 42.9 16.3 1.4 Interest expense (3) (181.1) (143.9) (348.0) Interest income 4.3 2.2 0.2 Non-operating pension income 24.0 38.7 35.7 Income before taxes $ 559.3 $ 1,676.0 $ 1,538.7 (1) Environmental expense for the years ended December 31, 2023, 2022 and 2021, included $6.4 million, $1.0 million and $2.2 million, respectively, of insurance recoveries for environmental costs incurred and expensed in prior periods.
Years ended December 31, 2024 2023 2022 Sales: ($ in millions) Chlor Alkali Products and Vinyls $ 3,630.2 $ 3,995.1 $ 5,085.0 Epoxy 1,226.3 1,329.2 2,690.5 Winchester 1,683.6 1,508.7 1,600.7 Total sales $ 6,540.1 $ 6,833.0 $ 9,376.2 Income before taxes: Chlor Alkali Products and Vinyls $ 296.4 $ 664.2 $ 1,181.3 Epoxy (85.0) (31.0) 388.5 Winchester 237.9 255.6 372.9 Corporate/Other: Environmental expense (1) (30.2) (23.7) (23.2) Other corporate and unallocated costs (90.1) (106.3) (131.5) Restructuring charges (33.3) (89.6) (25.3) Other operating income (2) 0.8 42.9 16.3 Interest expense (3) (184.5) (181.1) (143.9) Interest income 3.7 4.3 2.2 Non-operating pension income 26.0 24.0 38.7 Income before taxes $ 141.7 $ 559.3 $ 1,676.0 (1) Environmental expense for the years ended December 31, 2023 and 2022, included $6.4 million and $1.0 million, respectively, of insurance recoveries for environmental costs incurred and expensed in prior periods.
Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $482.2 million and $466.4 million in 2022 and 2021, respectively. Epoxy 2023 Compared to 2022 Epoxy sales were $1,329.2 million for 2023 compared to $2,690.5 million in 2022, a decrease of $1,361.3 million, or 51%.
Epoxy segment results included depreciation and amortization expense of $53.7 million and $57.4 million in 2024 and 2023, respectively. 2023 Compared to 2022 Epoxy sales were $1,329.2 million for 2023 compared to $2,690.5 million in 2022, a decrease of $1,361.3 million, or 51%.
Epoxy segment results included depreciation and amortization expense of $83.3 million and $86.1 million in 2022 and 2021, respectively. 32 Table of Contents Winchester 2023 Compared to 2022 Winchester sales were $1,508.7 million for 2023 compared to $1,600.7 million in 2022, a decrease of $92.0 million, or 6%.
Winchester segment results included depreciation and amortization expense of $33.8 million and $27.2 million in 2024 and 2023, respectively. 33 Table of Contents 2023 Compared to 2022 Winchester sales were $1,508.7 million for 2023 compared to $1,600.7 million in 2022, a decrease of $92.0 million, or 6%.
We expect to incur additional restructuring charges through 2025 of approximately $25 million related to these actions. In 2023 and 2022, Olin incurred charges of $16.2 million and $17.3 million, respectively, associated with other previously disclosed restructuring plans.
We expect to incur additional restructuring charges through 2025 of approximately $10 million related to these actions. In 2024 and 2023, we incurred charges of $9.2 million and $16.2 million, respectively, associated with other previously disclosed restructuring plans. We expect to incur additional restructuring charges through 2027 of approximately $35 million related to these actions.
The decrease was primarily due to lower legal and legal-related settlement expenses ($13.8 million), a favorable foreign currency impact ($5.5 million) and lower variable incentive compensation costs ($4.2 million), which includes mark-to-market adjustments on stock-based compensation expense. 2022 Compared to 2021 For the years ended December 2022 and 2021, environmental expense included $1.0 million and $2.2 million, respectively, of insurance recoveries for environmental costs incurred and expensed in prior periods.
The decrease was primarily due to lower stock-based compensation costs ($18.0 million), which includes mark-to-market adjustments and a favorable foreign currency impact ($7.4 million), partially offset by higher consulting costs ($4.9 million) and increased legal and legal-related settlement expenses ($2.9 million). 2023 Compared to 2022 For the years ended December 31, 2023 and 2022, environmental expense included $6.4 million and $1.0 million, respectively, of insurance recoveries for environmental costs incurred and expensed in prior periods.
On February 21, 2024, our Board of Directors declared a dividend of $0.20 per share on our common stock, payable on March 15, 2024, to shareholders of record on March 7, 2024.
On February 19, 2025, our Board of Directors declared a dividend of $0.20 per share on our common stock, payable on March 14, 2025, to shareholders of record on March 6, 2025.
On April 4, 2023, S&P affirmed Olin’s BB+ rating and positive outlook. Contractual Obligations Our current debt structure is used to fund our business operations. As of December 31, 2023, we had long-term borrowings, including the current installment, of $2,670.1 million, of which $893.7 million was at variable rates.
On March 14, 2024, Fitch affirmed Olin’s BBB- rating and stable outlook. Contractual Obligations Our current debt structure is used to fund our business operations. As of December 31, 2024, we had long-term borrowings, including the current installment, of $2,842.2 million, of which $1,063.4 million was at variable rates.
These factors resulted in a net $60.2 million tax benefit.
These factors resulted in a net $29.4 million tax benefit.
For 2023, working capital decreased $68.6 million, compared to a decrease of $65.2 million in 2022. Inventories decreased by $94.4 million from December 31, 2022, primarily due to inventory destocking efforts. A portion of the working capital decrease in 2023 was offset by incremental working capital associated with BWA.
For 2023, cash provided by operating activities decreased by $947.6 million from 2022, primarily due to a decrease in operating results compared with the prior year. For 2023, working capital decreased $68.6 million, compared to a decrease of $65.2 million in 2022. Inventories decreased by $94.4 million from December 31, 2022, primarily due to inventory destocking efforts.
As of December 31, 2023, we have $997.0 million of remaining authorized common stock to be repurchased under the 2022 Repurchase Authorization program.
As of December 31, 2024, we have $2.0 billion of remaining authorized common stock to be repurchased under the 2022 and 2024 Repurchase Authorization programs.
Gulf Coast and we expect to make payments in the $25.0 million to $50.0 million range in 2024. For the year ended December 31, 2023, we received $28.5 million of cash proceeds from the sale of our domestic private trucking fleet and operations.
For the year ended December 31, 2023, we received $28.5 million of cash proceeds from the sale of our domestic private trucking fleet and operations.
We also have postretirement healthcare plans that provide health and life insurance benefits to certain retired employees and their beneficiaries, as described in Note 14 “Postretirement Benefits” in the notes to consolidated financial statements contained in Item 8. The defined contribution and other postretirement plans are not pre-funded, and expenses are paid by us as incurred.
We also have postretirement healthcare plans that provide health and life insurance benefits to certain retired employees and their beneficiaries, as described in Note 13, “Postretirement Benefits,” in the notes to consolidated financial statements contained in Item 8.
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 December 31, 2023 and 2022, we had $328.5 million and $300.0 million drawn under the agreement.
Under the Receivables Financing Agreements, our eligible trade receivables are used for collateralized borrowings and continue to be serviced by us. In addition, the Receivables Financing Agreements incorporate the net leverage ratio covenant that is contained in the $1,550.0 million Senior Credit Facility.
For 2023, other corporate and unallocated costs were $106.3 million compared to $131.5 million for 2022, a decrease of $25.2 million, or 19%.
For 2024, other corporate and unallocated costs were $90.1 million compared to $106.3 million for 2023, a decrease of $16.2 million, or 15%.
The following table summarizes our credit ratings as of January 31, 2024: Credit Ratings Long-term Rating Outlook Fitch Ratings BBB- Stable Moody’s Investors Service Ba1 Stable Standard & Poor’s BB+ Positive On January 12, 2023, Fitch assigned a first-time inaugural rating of BBB- and a stable outlook. On June 30, 2023, Moody's affirmed Olin’s Ba1 rating and stable outlook.
The following table summarizes our credit ratings as of January 31, 2025: Credit Ratings Long-term Rating Outlook Fitch Ratings BBB- Stable Moody’s Investors Service Ba1 Stable Standard & Poor’s BB+ Stable On August 8, 2024, S&P affirmed Olin’s BB+ rating and revised its outlook from positive to stable. On June 24, 2024, Moody’s affirmed Olin’s Ba1 rating and stable outlook.
Excluding these items, the effective tax rate for 2021 of 22.5% was higher than the 21.0% U.S. federal statutory rate primarily due to state taxes, foreign income inclusions and foreign rate differential, partially offset by a net decrease in the valuation allowance related to utilization of losses in foreign jurisdictions and favorable permanent salt depletion deductions.
These factors resulted in a net $5.1 million tax benefit. Excluding these items, the effective tax rate for 2024 of 29.5% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax, foreign income inclusions and non-deductible exchange rate results, partially offset by favorable permanent salt depletion deductions.
Financing Activities During 2023 and 2022, activity of our outstanding debt included: Long-term Debt Borrowings (Repayments) for the Year Ended December 31, 2023 2022 Debt Instrument ($ in millions) Borrowings Senior Revolving Credit Facility $ 375.0 $ 320.0 Receivables Financing Agreement 332.7 95.0 Total borrowings 707.7 415.0 Repayments 5.50% senior notes, due 2022 (2022 Notes) — (200.0) Senior Revolving Credit Facility (307.0) (320.0) Term Loan Facility (8.7) — Receivables Financing Agreement (304.2) (95.0) Finance leases (1.9) (1.1) Total repayments (621.8) (616.1) Long-term debt borrowings (repayments), net $ 85.9 $ (201.1) In 2022, we paid debt issuance costs of $4.4 million, primarily for the refinancing of our senior credit facilities.
Financing Activities During 2024 and 2023, activity of our outstanding debt included: Long-term Debt Borrowings (Repayments) for the Year Ended December 31, 2024 2023 Debt Instruments ($ in millions) Borrowings Senior Revolving Credit Facility $ 490.0 $ 375.0 Receivables Financing Agreements 591.9 332.7 Total borrowings 1,081.9 707.7 Repayments Variable-rate Go Zone bonds, due 2024 (50.0) — Variable-rate Recovery Zone bonds, due 2024 (20.0) — Senior Revolving Credit Facility (388.0) (307.0) Term Loan Facility (8.8) (8.7) Receivables Financing Agreements (445.4) (304.2) Finance leases — (1.9) Total repayments (912.2) (621.8) Long-term debt borrowings (repayments), net $ 169.7 $ 85.9 In 2024, we paid debt issuance costs of $1.2 million associated with the 2024 Receivables Financing Agreement.
In 2023 and 2022, we issued 1.0 million and 1.1 million shares, respectively, with a total value of $25.4 million and $25.7 million, respectively, representing stock options exercised. 37 Table of Contents The percent of total debt to total capitalization increased to 54.1% as of December 31, 2023, from 50.4% as of December 31, 2022, primarily as a result of a higher level of debt outstanding and lower shareholders’ equity, primarily due to common stock repurchases partially offset by our operating results.
The percent of total debt to total capitalization increased to 58.0% as of December 31, 2024, from 54.1% as of December 31, 2023, primarily as a result of a higher level of debt outstanding and lower shareholders’ equity, primarily due to common stock repurchases, partially offset by our operating results.
The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone and phenol), allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and systems and growth products such as converted epoxy resins and additives.
The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone and phenol), allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and formulated solutions products such as converted epoxy resins and additives. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, industrial cartridges and clay targets.
Environmental provisions charged to income, which are included in cost of goods sold, were as follows: Years ended December 31, 2023 2022 2021 Environmental Expense ($ in millions) Provisions charged to income $ 30.1 $ 24.2 $ 16.2 Insurance recoveries (1) (6.4) (1.0) (2.2) Environmental expense $ 23.7 $ 23.2 $ 14.0 (1) Insurance recoveries for costs incurred and expensed in prior periods.
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. 36 Table of Contents Environmental provisions charged to income, which are included in cost of goods sold, were as follows: Years ended December 31, 2024 2023 2022 Environmental Expense ($ in millions) Provisions charged to income $ 30.2 $ 30.1 $ 24.2 Insurance recoveries (1) — (6.4) (1.0) Environmental expense $ 30.2 $ 23.7 $ 23.2 (1) Insurance recoveries for costs incurred and expensed in prior periods.
Our long-term contractual commitments associated with operating leases and purchasing commitments consisted of the following: Payments Due by Period Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Total Lease and Purchase Commitments ($ in millions) Lease Commitments Operating leases $ 80.9 $ 125.8 $ 81.1 $ 132.6 $ 420.4 Purchase Commitments Raw materials / utilities 516.3 864.7 738.4 2,842.5 4,961.9 Capital expenditures 10.6 0.8 — — 11.4 Other long-term supply contracts 37.5 80.4 — — 117.9 Total purchase commitments $ 564.4 $ 945.9 $ 738.4 $ 2,842.5 $ 5,091.2 Other Guarantees We also have standby letters of credit outstanding of $120.7 million of which $0.4 million have been issued under our Senior Revolving Credit Facility.
Our long-term contractual commitments associated with operating leases and purchasing commitments consisted of the following: Payments Due by Period Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Total Lease and Purchase Commitments ($ in millions) Lease Commitments Operating leases $ 75.4 $ 108.8 $ 77.3 $ 107.3 $ 368.8 Purchase Commitments Raw materials / utilities 592.4 966.4 862.1 2,490.5 4,911.4 Capital expenditures 44.2 — — — 44.2 Total purchase commitments $ 636.6 $ 966.4 $ 862.1 $ 2,490.5 $ 4,955.6 Other Guarantees We also have standby letters of credit outstanding of $166.8 million of which $0.4 million have been issued under our Senior Revolving Credit Facility.
The decrease was primarily due to the lower variable incentive compensation expense of $35.4 million, which includes mark-to-market adjustments on stock-based compensation expense, partially offset by higher legal and legal-related settlement expense of $7.1 million and an unfavorable foreign currency impact of $7.5 million.
The increase was primarily due to higher legal and legal-related settlement expense of $23.2 million and consulting and contract services of $3.1 million, partially offset by lower stock-based compensation expense of $18.0 million, which includes mark-to-market adjustments, and a favorable foreign currency impact of $7.4 million.
ENVIRONMENTAL MATTERS Years ended December 31, 2023 2022 2021 Cash Outlays ($ in millions) Remedial and investigatory spending (charged to reserve) $ 25.9 $ 24.6 $ 16.4 Capital spending 1.3 1.5 4.1 Plant operations (charged to cost of goods sold) 176.2 178.8 194.9 Total cash outlays $ 203.4 $ 204.9 $ 215.4 Cash outlays for remedial and investigatory activities associated with former waste sites and past operations were not charged to income but instead were charged to reserves established for such costs identified and expensed to income in prior years.
We have included additional information with respect our defined benefit pension plans and other postretirement benefit plans within Item 8, Note 12, “Pension Plans,” and Note 13, “Postretirement Benefits,” of our notes to consolidated financial statements. 35 Table of Contents ENVIRONMENTAL MATTERS Years ended December 31, 2024 2023 2022 Cash Outlays ($ in millions) Remedial and investigatory spending (charged to reserve) $ 27.3 $ 25.9 $ 24.6 Capital spending 1.0 1.3 1.5 Plant operations (charged to cost of goods sold) 177.0 176.2 178.8 Total cash outlays $ 205.3 $ 203.4 $ 204.9 Cash outlays for remedial and investigatory activities associated with former waste sites and past operations were not charged to income but instead were charged to reserves established for such costs identified and expensed to income in prior years.
In 2023 and 2022, we repurchased and retired 13.3 million and 25.7 million shares, respectively, of common stock with a total value of $711.3 million and $1,350.7 million, respectively.
In 2024 and 2023, we repurchased and retired 5.9 million and 13.3 million shares, respectively, of common stock with a total value of $300.3 million and $711.3 million, respectively. In 2024 and 2023, we issued 0.9 million and 1.0 million shares, respectively, with a total value of $23.9 million and $25.4 million, respectively, representing stock options exercised.
As of December 31, 2023, $456.6 million of our trade receivables were 38 Table of Contents pledged as collateral and we had $33.3 million of additional borrowing capacity under the Receivables Financing Agreement, which was limited by our borrowing base.
As of December 31, 2024, $628.3 million of our trade receivables were pledged as collateral and we had $22.1 million of additional borrowing capacity under the 2024 Receivables Financing Agreement, which was limited by our borrowing base. We paid debt issuance costs of $1.2 million associated with the 2024 Receivables Financing Agreement.
Chlor Alkali Products and Vinyls reported segment income of $664.2 million for 2023 compared to $1,181.3 million for 2022. Chlor Alkali Products and Vinyls segment results were lower than in the prior year due to lower volumes and lower pricing, partially offset by lower raw material and operating costs.
Chlor Alkali Products and Vinyls repo rted segment income of $296.4 million for 2024 compared to $664.2 million for 2023. Chlor Alkali Products and Vinyls segment results were lower than the prior year due to lower pricing, primarily caustic soda, partially offset by lower costs associated with products purchased from other parties, and lower raw material and operating costs.
We expect 2024 depreciation and amortization expense to be in the $500 million to $525 million range.
In 2025, we currently expect our capital spending to be in the $225 million to $250 million range. We expect 2025 depreciation and amortization expense to be in the $525 million range.
The effective tax rate for 2021 included benefits from a net decrease in the valuation allowance related to 30 Table of Contents deferred tax assets in foreign jurisdictions, domestic tax credits, prior year tax positions, stock-based compensation, and expenses from remeasurement of deferred taxes due to an increase in our state effective tax rates and a change in tax contingencies.
Federal tax credits purchased at a discount, changes in tax contingencies and remeasurement of deferred taxes due to a decrease in our state effective tax rates, partially offset by expenses from prior year tax positions and from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions.
Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $440.7 million and $482.2 million in 2023 and 2022, respectively. 2022 Compared to 2021 Chlor Alkali Products and Vinyls sales for 2022 were $5,085.0 million compared to $4,140.8 million in 2021, an increase of $944.2 million, or 23%.
Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $440.7 million and $482.2 million in 2023 and 2022, respectively. Epoxy 2024 Compared to 2023 Epoxy sales were $1,226.3 million for 2024 compared to $1,329.2 million in 2023, a decrease of $102.9 million, or 8%.
At December 31, 2023, the projected benefit obligation of $2,144.5 million exceeded the market value of assets in our qualified defined benefit pension plans by $226.5 million, as calculated under Accounting Standards Codification (ASC) 715 “Compensation—Retirement Benefits”. 34 Table of Contents Components of net periodic benefit (income) costs were: Years ended December 31, 2023 2022 2021 Net Periodic Benefit (Income) Costs ($ in millions) Pension benefits $ (20.7) $ (33.0) $ (27.5) Other postretirement benefit costs 3.1 3.8 4.5 The service cost component of net periodic benefit (income) costs related to employees of the operating segments are allocated to the operating segments based on their respective estimated census data.
Components of net periodic benefit (income) costs were: Years ended December 31, 2024 2023 2022 Net Periodic Benefit (Income) Costs ($ in millions) Pension benefits $ (22.4) $ (20.7) $ (33.0) Other postretirement benefit costs 2.1 3.1 3.8 The service cost component of net periodic benefit (income) costs related to employees of the operating segments are allocated to the operating segments based on their respective estimated census data.
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.
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.
The following table summarizes the AR Facilities activity: December 31, 2023 2022 AR Facilities ($ in millions) Beginning balance $ 111.8 $ 83.3 Gross receivables sold 899.0 1,049.7 Payments received from customers on sold accounts (947.5) (1,021.2) Ending balance $ 63.3 $ 111.8 The factoring discount paid under the AR Facilities is recorded as interest expense on the consolidated statements of operations.
These receivables had qualified for sales treatment under ASC 860 “Transfers and Servicing” and, accordingly, the proceeds were included in net cash provided by operating activities in the consolidated statements of cash flows. 39 Table of Contents The following table summarizes the AR Facilities activity: December 31, 2024 2023 AR Facilities ($ in millions) Beginning balance $ 63.3 $ 111.8 Gross receivables sold 552.1 899.0 Payments received from customers on sold accounts (615.4) (947.5) Ending balance $ — $ 63.3 The factoring discount paid under the AR Facilities was recorded as interest expense on the consolidated statements of operations.
Without these recoveries, charges to income for environmental investigatory and remedial activities for the year ended December 31, 2022, would have been $24.2 million, compared to $16.2 million for the year ended December 31, 2021. These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.
These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites. For the year ended December 31, 2023, environmental expense included $6.4 million of insurance recoveries for environmental costs incurred and expensed in prior periods.
At December 31, 2023, we had $1,131.6 million available under our $1,200.0 million Senior Revolving Credit Facility because we had $68.0 million borrowed under the facility and issued $0.4 million of letters of credit.
At December 31, 2024, we had $1,029.6 million available under our $1,200.0 million Senior Revolving Credit Facility because we had $170.0 million borrowed under the facility and issued $0.4 million of letters of credit. During 2024, we partially utilized our Senior Revolving Credit Facility to repay $50.0 million of Go Zone and $20.0 million of Recovery Zone tax-exempt variable-rate bonds.
Selling and administrative expenses as a percentage of sales decreased to 4% in 2022 from 5% in 2021. Restructuring charges for 2022 were $25.3 million compared to $27.9 million in 2021.
Selling and administrative expenses as a percentage of sales was 6% for both 2024 and 2023. Restructuring charges for 2024 were $33.3 million compared to $89.6 million in 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−0 removed13 unchanged
Biggest changeAs of December 31, 2023, we had long-term borrowings, including current installments of long-term debt and finance lease obligations, of $2,670.1 million ($2,580.7 million at December 31, 2022) of which $893.7 million ($805.9 million at December 31, 2022) was issued at variable rates.
Biggest changeAs of December 31, 2024, we had long-term borrowings, including current installments of long-term debt and finance lease obligations, of $2,842.2 million ($2,670.1 million at December 31, 2023) of which $1,063.4 million ($893.7 million at December 31, 2023) was issued at variable rates.
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. 44 Table of Contents
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. 45 Table of Contents
Our current debt structure is used to fund business operations, and commitments from banks under our Senior Revolving Credit Facility, Receivables Financing Agreement and AR Facilities are sources of liquidity.
Our current debt structure is used to fund business operations, and commitments from banks under our Senior Revolving Credit Facility and 2024 Receivables Financing Agreement are sources of liquidity.
Assuming a hypothetical 10% increase in commodity prices, which are currently hedged, as of December 31, 2023, we would experience a $19.1 million ($26.1 million at December 31, 2022) increase in our cost of inventory purchased, which would be substantially offset by a corresponding increase in the value of related hedging instruments.
Assuming a hypothetical 10% increase in commodity prices, which are currently hedged, as of December 31, 2024, we would experience a $20.5 million ($19.1 million at December 31, 2023) increase in our cost of inventory purchased, which would be substantially offset by a corresponding increase in the value of related hedging instruments.
For all derivative positions, we evaluated the effects of a 10% shift in exchange rates between those currencies and the USD, holding all other assumptions constant. Unfavorable currency movements of 10% would negatively affect the fair values of the derivatives held to hedge currency exposures by $16.1 million ($38.6 million at December 31, 2022).
For all derivative positions, we evaluated the effects of a 10% shift in exchange rates between those currencies and the USD, holding all other assumptions constant. Unfavorable currency movements of 10% would negatively affect the fair values of the derivatives held to hedge currency exposures by $13.4 million ($16.1 million at December 31, 2023).
Assuming no changes in the $893.7 million of variable-rate debt levels from December 31, 2023, we estimate that a hypothetical change of 100-basis points in the secured overnight financing rate (SOFR) from 2023 would impact annual interest expense by $8.9 million. 43 Table of Contents 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.
Assuming no changes in the $1,063.4 million of variable-rate debt levels from December 31, 2024, we estimate that a hypothetical change of 100-basis points in the secured overnight financing rate (SOFR) from 2024 would impact annual interest expense by $10.6 million. 44 Table of Contents If the actual changes in commodities, foreign currency or interest pricing are substantially different than expected, the net impact of commodity risk, foreign currency risk or interest rate risk on our cash flow may be materially different than that disclosed above.
As of December 31, 2023, we maintained open positions on commodity contracts with a notional value totaling $191.0 million ($261.2 million at December 31, 2022).
As of December 31, 2024, we maintained open positions on commodity contracts with a notional value totaling $204.5 million ($191.0 million at December 31, 2023).

Other OLN 10-K year-over-year comparisons