UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549
Form 10-K
(Mark One)
(Mark One)
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 20172019
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto
For the transition period fromto           ��

Commission file number 1-1070
oln-logo022420.jpg
OLIN CORPORATION
(Exact name of registrant as specified in its charter)
Virginia13-1872319
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
190 Carondelet Plaza,Suite 1530,Clayton,MO
63105
(Address of principal executive offices)
63105
(Zip code)
Registrant’s telephone number, including area code: (314) (314) 480-1400
Securities registered pursuant to Section 12(b) of the Act:
Title of each classclass:Trading symbol:Name of each exchange on which registeredregistered:
Common Stock,
$1.00 par value $1 per share
OLN
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:  None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesx No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨Nox
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerx Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨ Emerging growth company¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)Act). Yes ¨No x
As of June 30, 2017,2019, the aggregate market value of registrant’s common stock, $1.00 par value $1 per share, held by non-affiliates of registrant was approximately $5,008,796,298$3,583,520,505 based on the closing sale price as reported on the New York Stock Exchange.
As of January 31, 2018, 167,165,7362020, 157,722,254 shares of the registrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following document are incorporated by reference in this Form 10-K
as indicated herein:
DocumentPart of 10-K into which incorporated
Proxy Statement relating to Olin’s Annual Meeting of Shareholders
to be held in 2018
2020
Part III

TABLE OF CONTENTS FOR FORM 10-KPage
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 6.
Item 7.
 
 
 
 
 
 
 
 
 
 
Item 7A.
Item 7A.
Item 8.
 
Item 8.
 
 
 
 
 
 
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
Item 16.

PART I


Item 1.  BUSINESS


GENERAL


Olin Corporation (Olin) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO.  We are a manufacturer concentrated in three business segments:  Chlor Alkali Products and Vinyls, Epoxy and Winchester.  The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, trichloroethylene and vinylidene chloride, hydrochloric acid, hydrogen, bleach products and potassium hydroxide, which represent 56% of 20172019 sales.  The Epoxy segment produces and sells a full range of epoxy materials, including allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and downstream products such as differentiated epoxy resins and additives, which represent 33% of 20172019 sales. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges, which represent 11% of 20172019 sales.  See our discussion of our segment disclosures contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


On October 5, 2015 (the Closing Date), we acquired from DowDuPont Inc. (DowDuPont) (f/k/a The Dow Chemical Company) its U.S. Chlor Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses (collectively, the Acquired Business) using a Reverse Morris Trust Structure (collectively, the Acquisition). The Acquired Business’s operating results are included in the accompanying financial statements since the Closing Date of the Acquisition. For segment reporting purposes, the Acquired Business’s Global Epoxy operating results comprise the Epoxy segment and U.S. Chlor Alkali and Vinyl and Global Chlorinated Organics (Acquired Chlor Alkali Business) operating results combined with our former Chlor Alkali Products and Chemical Distribution segments to comprise the Chlor Alkali Products and Vinyls segment.

GOVERNANCE


We maintain an Internet website at www.olin.com.  Our reports on Form 10-K, Form 10-Q and Form 8-K, as well as amendments to those reports, are available free of charge on our website, as soon as reasonably practicable after we file the reports with the Securities and Exchange Commission (SEC).  Additionally, a copy of our SEC filings can be accessed from the SEC at their Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or by calling that office of the SEC at 1-800-SEC-0330.  Also, a copy of our electronically filed materials can be obtained at www.sec.gov.  Our Principles of Corporate Governance, Committee Charters and Code of Conduct are available on our website at www.olin.com in the Leadership & Governance Section under Governance Documents and Committees.


In May 2017,2019, our Chief Executive Officer 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.  Additionally, our Chief Executive Officer and Chief Financial Officer 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.


PRODUCTS, SERVICES AND STRATEGIES


Chlor Alkali Products and Vinyls


Products and Services


We have been involved in the chlor alkali industry for more than 120125 years and are a major participant in the global chlor alkali industry.  Chlorine, caustic soda and hydrogen are co-produced commercially by the electrolysis of salt.  These co-produced products are produced simultaneously, and in a fixed ratio of 1.0 ton of chlorine to 1.1 tons of caustic soda and 0.03 tons of hydrogen.  The industry refers to this as an Electrochemical Unit or ECU.  With a demonstrated capacity of 5.8 million ECUs as of the end of 2017,2019, we have the largest global chlor alkali capacity, according to data from IHS Inc.Markit (IHS). IHS is a global information consulting company established in 1959 that provides information to a variety of industries.



Chlorine is used as a raw material in the production of thousands of products, including vinyls, urethanes, epoxy, water treatment chemicals and a variety of other organic and inorganic chemicals.  A significant portion of chlorine production is consumed in the manufacture of ethylene dichloride (EDC) and vinyl chloride monomer (VCM), both of which our Chlor Alkali Products and Vinyls produce.segment produces. A large portion of our EDC production is utilized in the production of VCM, but we are also one of the largest global participants in merchant EDC sales. EDC and VCM are precursors for polyvinyl chloride (PVC). PVC is a plastic used in applications such as vinyl siding, pipe, pipe fittings and automotive parts.


Our Chlor Alkali Products and Vinyls segment is one of the largest global marketers of caustic soda, including caustic soda produced by DowDuPontThe Dow Chemical Company (Dow) in Brazil. The off-take arrangement with DowDuPontDow in Brazil entitles the Chlor Alkali Products and Vinyls segment the right to market and sell the caustic soda produced at DowDuPont’sDow’s Aratu, Brazil site. The diversity of caustic soda sourcing allows us to cost effectively supply customers worldwide. Caustic soda has a wide variety of end-use applications, the largest of which includes water treatment, alumina, pulp and paper, urethanes, detergents and soaps and a variety of other organic and inorganic chemicals.


Our Chlor Alkali Products and Vinyls segment also includes our chlorinated organics business which is the largest global producer of chlorinated organic products that include chloromethanes (methyl chloride, methylene chloride, chloroform and carbon tetrachloride) and chloroethenes (perchloroethylene, trichloroethylene, and vinylidene chloride). Chlorinated organics participates in both the solvent segment, as well as the intermediate segment of the global chlorocarbon industry with a focus on sustainable applications and in applications where we can benefit from our cost advantages. 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. This business’s unique technology allows us to utilize both hydrochloric acid and chlorinated hydrocarbon byproducts (RCl)(RCls), produced by our other production processes, as raw materials in an integrated system. These manufacturing facilities also consume chlorine, which generates caustic soda production and sales.


We also manufacture and sell other chlor alkali-related products, including hydrochloric acid, sodium hypochlorite (bleach) and potassium hydroxide, which we refer to as co-products. The production of co-products, chlorinated organics products and epoxy resins generally consume chlorine as a raw material creating downstream applications that upgrade the value of chlorine and enable caustic soda production. AsOur industry leadersleadership in the production of chlorinated organics and epoxy resins, we haveas well as other co-products, offer us nineteen integrated outlets for our captive chlorine.


The Chlor Alkali Products and Vinyls segment’s products are delivered by pipeline, marine vessel, deep-water and coastal barge, railcar and truck. Our logistics and terminal infrastructure provides us with geographically advantaged storage capacity and provides us with a private fleet of trucks, tankers and trailers that expands our geographic coverage and enhances our service capabilities. At our largest integrated product sites, our deep-water access enables us to reach global markets.


Our Chlor Alkali Products and Vinyls segment maintains strong relationships with DowDuPontDow as both a customer and supplier. These relationships are maintained through long-term cost based contracts that provide us with a reliable supply of key raw materials and predictable and consistent demand for our end use products. Key products sold to DowDuPontDow include chlorine, cell effluent,caustic soda, chlorinated organics and VCM. Key raw materials received from DowDuPontDow include ethylene and electricity. Ethylene is supplied for the vinyls business under a long-term supply arrangement with DowDuPontDow whereby we receive ethylene at integrated producer economics.


Electricity, salt, ethylene and ethylenemethanol are the major purchased raw materials for our Chlor Alkali Products and Vinyls segment.  Electricity is the single largest raw material component in the production of Chlor Alkali Products and Vinyls’ products. Approximately 77%74% of our electricity is generated from natural gas or hydroelectric sources.  Approximately 77%66% of our salt requirements are met by internal supply. Methanol is sourced domestically and internationally primarily from large producers. The high volume nature of thisthe chlor alkali industry places an emphasis on cost management and we believe that our scale, integration and raw material positions make us one of the low cost producers in the industry.



The following table lists principal products and services of our Chlor Alkali Products and Vinyls segment, with principal products on the basis of annual sales highlighted in bold face.segment.
Products & Services Major End Uses Plants & Facilities 
Major Raw Materials & Components for
Products/Services
Chlorine/caustic soda Pulp & paper processing, chemical manufacturing, water purification, manufacture of vinyl chloride manufacturing, bleach, swimming pool chemicals and urethane chemicals 
Becancour, Canada
Charleston, TN
Freeport, TX
McIntosh, AL
Niagara Falls, NY
Plaquemine, LA
St. Gabriel, LA
 salt, electricity
       
Ethylene dichloride/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, cellulosics and agricultural chemicals 
Freeport, TX
Plaquemine, LA
Stade, Germany


 chlorine, ethylene dichloride, hydrochloric acid, methanol, RCls
       
Chlorinated organics solvents


 
Surface preparation, dry cleaning and pharmaceuticals


 
Freeport, TX
Plaquemine, LA
Stade, Germany
 chlorine, ethylene dichloride, hydrochloric acid, RCls
       
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
Tracy, 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 peroxide and hydrochloric acid 
Becancour, Canada
Charleston, TN
Freeport, TX
McIntosh, AL
Niagara Falls, NY
Plaquemine, LA
St. Gabriel, LA
 electricity, salt
* Includes low salt, high strength bleach manufacturing.


Strategies


Strengthen Our Role as Preferred Supplier in North America. Take maximum advantage of our world-scale integrated facilities on the U.S. Gulf Coast, our geographically-advantaged plants across North America and our extensive logistics and terminal network to provide a reliable and preferred supply position to our North American customers.


Capitalize on Our Low Cost Position. Our advantaged cost position is derived from low-costlow cost energy, scale, integration, and deep-water ports. We expect to maximize our low cost position to ship caustic soda, chlorinated organics and EDCour products to customers worldwide.



Optimize the Breadth of Products and Pursue Incremental Expansion Opportunities. Fully utilize the portfolio of co-products and integrated derivatives to continually upgrade chlorine and caustic soda to the highest value applications and provide expansion opportunities.


Epoxy


Products and Services


The Epoxy business was one of the first major manufacturers of epoxy products, and has continued to build on amore than half a century of history through product innovation and technical excellence. According to data from IHS, the Epoxy segment is one of the largest fully integrated global producers of epoxy resins, curing agents and intermediates. The Epoxy segment has a favorable manufacturing cost position which is driven by a combination of scale and integration into low cost feedstocks (including chlorine, caustic soda, allylics and aromatics). With its advantaged cost position, the Epoxy segment is among the lowest cost producers in the world. The Epoxy segment produces and sells a full range of epoxy materials, including upstream products such as allyl chloride (Allyl) and epichlorohydrin (EPI), midstream products such as liquid epoxy resins (LER) and solid epoxy resins (SER) and downstream products such as differentiated epoxy resins and additives.


The Epoxy segment serves a diverse array of applications, including wind energy, electrical laminates, marine coatings, consumer goods and composites, as well as numerous applications in civil engineering and protective coatings. The Epoxy segment has important relationships with established customers, some of which span decades. The Epoxy segment’s primary geographies are North America and Western Europe. The segment’s product is delivered primarily by marine vessel, deep-water and coastal barge, railcar and truck.


Allyl has use,is used not only as a feedstock in the production of EPI, but also as a chemical intermediate in multiple industries and applications, including water purification chemicals. EPI is primarily produced as a feedstock for use in the business’s epoxy resins, and also sold to epoxy producers globally who produce their own resins for end use segments such as coatings and adhesives. LER is manufactured in liquid form and cures with the addition of a hardener into a thermoset solid material offering a distinct combination of strength, adhesion and chemical resistance that is well-suited to coatings and composites applications. SER is processed further with bisphenol (BisA) to meet specific end market applications. While LER and SER are sold externally, a significant portion of LER production is further converted into differentiated epoxy resins where value-added modifications produce higher margin resins.


Our Epoxy segment maintains strong relationships with DowDuPontDow as both a customer and supplier. These relationships are maintained through long-term cost based contracts that provide us with a reliable supply of key raw materials. Key products sold to DowDuPontDow include aromatics and key raw materials received from DowDuPontDow include 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. 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 cumene, phenol, acetone and BisA for internal consumption and external sale. The Epoxy segment’s consumption of chlorine allowsenables the Chlor Alkali Products and Vinyls segment to generate caustic soda production and sales. Chlorine used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment.



The following table lists principal products and services of our Epoxy segment, with principal products on the basis of annual sales highlighted in bold face.segment.
Products & Services Major End Uses Plants & Facilities Major Raw Materials & Components for Products/Services
Allylics (allyl chloride and epichlorohydrin) & aromatics (acetone, bisphenol, cumene and phenol) Manufacturers of polymers, resins and other plastic materials, water purification, and pesticides 
Freeport, TX
Stade, Germany
Terneuzen, Netherlands
 benzene, caustic soda, chlorine, propylene
       
Liquid epoxy resin/solid epoxy resin Adhesives, paint and coatings, composites and flooring 
Freeport, TX
Guaruja, Brazil
Stade, Germany
 bisphenol, caustic soda, epichlorohydrin
       
Differentiated epoxy resins Electrical laminates, paint and coatings, wind blades, electronics and construction 
Baltringen, Germany
Freeport, TX
Guaruja, Brazil
Gumi, South Korea
Pisticci, Italy
Rheinmunster, Germany
Roberta, GA
Stade, Germany
Zhangjigang,Zhangjiagang, China
 liquid epoxy resins, solid epoxy resins


Strategies


Continue to Focus on Capturing the Full Value of Our Asset Base. The Epoxy segment continues to focus on fully utilizing our integrated asset base. We expect to optimize our production capabilities allowing us to more fully benefit from our access to low-costlow cost materials and significant operational flexibility.


Focus on Upgrading Our Sales Portfolio and Product Mix. The Epoxy segment will focus on improving product mix to drive more value-added product introductions and modifications that produce higher margin sales. This leverages our leading technology and quality positions.


Drive Productivity to Sustain Our Cost Advantage. The Epoxy segment continues to drive productivity cost improvements through the entire supply chain, enhancing reliability and delivering yield improvements.


Winchester


Products and Services


In 2018,2020, Winchester is in its 152154ndth year of operation and its 8890th year as part of Olin.  Winchester is a premier developer and manufacturer of small caliber ammunition for sale to domestic and international retailers (commercial customers), law enforcement agencies and domestic and international militaries.  We believe we are a leading U.S. producer of ammunition for recreational shooters, hunters, law enforcement agencies and the U.S. Armed Forces. Winchester also manufacturers industrial products that have various applications in the construction industry.

On September 27, 2019, Winchester was notified that it had been selected by the United States Army to operate and manage the Lake City Army Ammunition Plant (Lake City Plant) in Independence, MO. Following a one-year transition period, Winchester will assume full operational control of the Lake City Plant on October 1, 2020. The contract has an initial term of seven years and may be extended by the United States Army for up to three additional years. The contract is expected to increase Winchester’s annual revenue by $450 million to $550 million.

In September 2019, U.S. Customs and Border Protection, Department of Homeland Security awarded Winchester a $10 million, one-year sole source contract for 9mm handgun duty ammunition.

In April 2019, Winchester was awarded a $5 million, four-year contract from the U.S. Secret Service for 5.56mm rifle training ammunition.

In March 2019, the Canadian Border Services Agency awarded Winchester a $5 million, four-year contract for 9mm handgun training ammunition.

In September 2018, the U.S. Immigration and Customs Enforcement, Department of Homeland Security awarded Winchester a $12 million, five-year contract for 9mm “Readily Identifiable Training Ammunition.”

In April 2018, Winchester was awarded a $5 million, five-year contract from the Federal Bureau of Investigation for 9mm duty and frangible training ammunition.

In May 2017, Winchester was awarded, along with one other company, a shared contract to provide small caliber ammunition non-recurring engineering services for the U.S. Army. The contract has the potential to generate approximately $65 million of sales over the five-year contract.


In January 2017, SIG Sauer, Inc. was awarded a $580 million, ten-year contract for the modular handgun system pistol contract by the U.S. Army. Winchester will supply the pistol ammunition as a subcontractor to SIG Sauer, Inc.


In February 2016, Winchester was awarded a “Pistol Family Ammunition” contract for 9mm NATO, as well as .38 caliber and .45 caliber ammunition to be used by the U.S. Army. The contract has the potential to generate approximately $99 million of sales over the five-year contract.


In January 2016, Winchester was awarded a five-year contract for 5.56mm, 7.62mm and .50 caliber ammunition to be used by the U.S. Army. The contract has the potential to generate approximately $300 million of sales over the five-year contract.

In March 2015, Winchester was awarded a five-year contract for 5.56mm frangible ammunition to be used for training by the U.S. Navy and U.S. Marine Corp. The contract has the potential to generate approximately $45 million of sales over the five-year contract.

Our legendary Winchester® product line includes all major gauges and calibers of shotgun shells, rimfire and centerfire ammunition for pistols and rifles, reloading components and industrial cartridges.  We believe we are a leading U.S. supplier of small caliber commercial ammunition.  


Winchester has strong relationships throughout the sales and distribution chain and strong ties to traditional dealers and distributors.  Winchester has also built its business with key high-volume mass merchants and specialty sporting goods retailers.  Winchester has consistently developed industry-leading ammunition, which is recognized in the industry for manufacturing excellence, design innovation and consumer value. Winchester’s new ammunition products continue to receive awards from major industry publications and organizations, with recent awards including: National Association of Sporting Goods Wholesalers in partnership with the Professional Outdoor Media Association’s Caliber Award for “Best New Ammunition” in 2019; American Hunter magazine’s Golden Bullseye Award as “Ammunition Product of the Year” in 2018 and 2016; 2018; Guns & Ammo magazine’s “Ammunition of the Year” award in 2019 and 2017; and American Rifleman magazine’s Golden Bullseye Award as “Ammunition Product of the Year” in 2017 and 2015; Predator Xtreme magazine’s “2015 Readers’ Choice Gold” award; one of Outdoor Life magazine’s “Best New Hunting Loads” in 2015; and Field & Stream magazine’s “Best of the Best” award in 2015.2017.


Winchester purchases raw materials such as copper-based strip and ammunition cartridge case cups and lead from vendors based on a conversion charge or premium.  These conversion charges or premiums are in addition to the market prices for metal as posted on exchanges such as the Commodity Exchange, or COMEX, and London Metals Exchange, or LME.  Winchester’s other main raw material is propellant, which is purchased predominantly from one of the U.S.’s largest propellant suppliers.


The following table lists principal products and services of our Winchester segment, with principal products on the basis of annual sales highlighted in bold face.

segment.
Products & Services Major End Uses Plants & Facilities Major Raw Materials & Components for Products/Services
Winchester® sporting ammunition (shotshells, small caliber centerfire & rimfire ammunition) Hunters & recreational shooters, law enforcement agencies 
East Alton, IL
Geelong, Australia
Oxford, MS


 brass, lead, steel, plastic, propellant, explosives
       
Small caliber military ammunition Infantry and mounted weapons 
East Alton, IL
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
Geelong, Australia
Oxford, MS
 brass, lead, plastic, propellant, explosives


Strategies


Maximize Existing Strengths. Winchester plans to seek new opportunities to fully utilize the legendary Winchester brand name and will continue to offer a full line of ammunition products to the markets we serve, with specific focus on investments that make Winchester ammunition the retail brand of choice.

Focus on Product Line Growth. With a long record of pioneering new product offerings, Winchester has built a strong reputation as an industry innovator.  This includes the introduction of reduced-lead and non-lead products, which are growing in popularity for use in indoor shooting ranges and for outdoor hunting.



Cost Reduction Strategy. Winchester plans to continue to focus on strategies that will lower our costs. During 2016,2018, we completedinitiated a cost reduction plan which has permanently closed the relocation ofammunition assembly operations at our centerfire pistol and rifle ammunitionWinchester facility in Geelong, Australia. Subsequent to the facility’s closure, product for customers in the region are sourced from Winchester manufacturing operations from East Alton, IL to Oxford, MS. Our focus will continue to optimizefacilities located in the Oxford facility and maximize production output.United States.


INTERNATIONAL OPERATIONS


Olin has an international presence, including the geographic regions of Europe, Asia Pacific and Latin America. Approximately 43%41% of Olin’s 20172019 sales were generated outside of the U.S., including 34%32% of our Chlor Alkali Products and Vinyls 20172019 segment sales, 69%67% of our Epoxy 20172019 segment sales and 10%9% of our Winchester 20172019 segment sales. See the Note 21 “Segment Information” of the notes to consolidated financial statements contained in Item 8, for geographic segment data.  We are incorporating our segment information from that Note into this section of our Form 10-K.


CUSTOMERS AND DISTRIBUTION


Products we sell to industrial or commercial users or distributors for use in the production of other products constitute a major part of our total sales.  We sell some of our products, such as epoxy resins, caustic soda and sporting ammunition, to a large number of users or distributors, while we sell others,other products, such as chlorine and chlorinated organics, in substantial quantities to a relatively small number of industrial users.  Olin has entered into or has significant relationships with a few customers including DowDuPont,Dow, who was our largest customer by revenue in 2017,2019, representing approximately 14%15% of our total sales. We expect this relationship to continue to be significant to Olin and to represent more than 10% of our annual sales in the future. No other single customer accounted for more than 6%5% of sales. We discuss the customers for each of our three business segments in more detail above under “Products and Services.”


We market most of our products and services primarily through our sales force and sell directly to various industrial customers, mass merchants, retailers, wholesalers, 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 2%3% of sales in 2017.2019.  Because we engage in some government contracting activities and make sales to the U.S. Government, we are subject to extensive and complex U.S. Government procurement laws and regulations.  These laws and regulations provide for ongoing government audits and reviews of contract procurement, performance and administration.  
Failure to comply, even inadvertently, with these laws and regulations and with laws governing the export of munitions and other controlled products and commodities could subject us or one or more of our businesses to civil and criminal penalties, and under certain circumstances, suspension and debarment from future government contracts and the exporting of products for a specified period of time.


BACKLOG


The total amount of contractedestimated backlog was approximately $174.1$151 million and $316.7$224 million as of January 31, 20182020 and 2017,2019, respectively.  The backlog orders are associated with contractual orders in our Winchester business.  Backlogs in our other businesses are not significant. Backlog is comprised of all open customer orders which have been received, but not yet shipped.  The backlog was estimated based on expected volume to be shipped from firm contractual orders, which are subject to customary terms and conditions, including cancellation and modification provisions. Approximately 95%96% of contracted backlog as of January 31, 20182020 is expected to be filledfulfilled during 2018.2020, with the remainder expected to be fulfilled during 2021.


COMPETITION


We are in active competition with businesses producing or distributing the same or similar products, as well as, in some instances, with businesses producing or distributing different products designed for the same uses.


Chlor alkali manufacturers in North America, with approximately 17 million tons of chlorine and 18 million tons of caustic soda capacity, accounted for approximately 18%17% of worldwide chlor alkali production capacity.  In 2017,2019, according to IHS, we have the largest chlor alkali capacity in North America and globally. While the technologies to manufacture and transport chlorine and caustic soda are widely available, the production facilities require large capital investments, and are

subject to significant regulatory and permitting requirements. Approximately 76% of the total North American chlor alkali capacity is located in the U.S. Gulf Coast region. There is a worldwide market for caustic soda, which attracts imports and allows exports depending on market conditions. Other large chlor alkali producers in North America include The Occidental Petroleum Corporation (Oxy) and Westlake Chemical Corporation (Westlake).  


We are also a leading integrated global producer of chlorinated organic products with a strong cost position due to our scale and access to chlor alkali feedstocks. This industry includes large diversified producers such as Oxy, Westlake and Solvay S.A., as well as multiple producers located in China.


We are a major global fully integrated epoxy producer, with access to key low cost feedstocks and a cost advantaged infrastructure. With its advantaged cost position, the Epoxy segment is among the lowest cost producers in the world. The markets in which our Epoxy segment operates are highly competitive and are dependent on significant capital investment, the development of proprietary technology and maintenance of product research and development. Among our competitors are Huntsman Corporation (Huntsman) and Hexion, Inc., as well as multiple producers located in Asia.


We are among the largest manufacturers in the U.S. of commercial small caliber ammunition based on independent market research sponsored by the National Shooting Sports Foundation (NSSF).  Formed in 1961, NSSF has a membership of more than 12,000 manufacturers, distributors, firearms retailers, shooting ranges, sportsmen’s organizations and publishers. According to NSSF,NSSF-sponsored research, our Winchester business, Vista Outdoor Inc. (Vista), and Remington Outdoor Company, Inc. (Remington) are the three largest commercial ammunition manufacturers in the U.S.  The ammunition industry is highly competitive with us,Olin, Vista, Remington, 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.


EMPLOYEES


As of December 31, 2017,2019, we had approximately 6,4006,500 employees, with 5,300 working in the U.S. and 1,1001,200 working in foreign countries.  Various labor unions represent a significant number of our hourly-paid employees for collective bargaining purposes.


The following labor contracts are scheduledcontract will be required to expirebe negotiated in 2018 or early 2019:2020:
Location Number of Employees Expiration Date
Lemont (Chlor Alkali Products and Vinyls)Lake City Army Ammunition Plant (Winchester) 201,447* March 2018
Becancour (Chlor Alkali Products and Vinyls)101April 2018
McIntosh (Chlor Alkali Products and Vinyls)197April 2019October 2020

*Lake City Plant personnel are not employees of Olin as of December 31, 2019.

While we believe our relations with our employees and their various representatives are generally satisfactory, we cannot assure that we can conclude thesethis labor contractscontract or any other labor agreements without work stoppages and cannot assure that any work stoppages will not have a material adverse effect on our business, financial condition or results of operations.


RESEARCH ACTIVITIES; PATENTS


Our research activities are conducted on a product-group basis at a number of facilities.  Company-sponsored research expenditures were $16.5 million in 2019, $14.9 million in 2018 and $14.5 million in 2017, $10.9 million in 2016 and $4.9 million in 2015.2017.


We own or license a number of patents, patent applications and trade secrets covering our products and processes.  We believe that, in the aggregate, the rights under our patents and licenses are important to our operations, but we do not consider any individual patent, license or group of patents and licenses related to a specific process or product to be of material importance to our total business.


SEASONALITY


Our sales are affected by the cyclicality of the economy and the seasonality of several industries we serve, including building and construction, coatings, infrastructure, electronics, automotive, bleach, refrigerants and ammunition. The seasonality of the ammunition business is typically driven by the U.S. fall hunting season. Our chlor alkali businesses generally experience their highest level of activity during the spring and summer months, particularly when construction, refrigerants, coatings and infrastructure activity is higher. The chlor alkali industry is cyclical, both as a result of changes in demand for each of the co-produced products and as a result of the large increments in which new capacity is added and

removed.  Because chlorine and caustic soda are produced in a fixed ratio, the supply of one product can be constrained both by the physical capacity of the production facilities and/or by the ability to sell the co-produced product.  Prices for both products respond rapidly to changes in supply and demand. The cyclicality of the chlor alkali industry has further impacts on

downstream products. We have significant diversification of our chlorine outlets, which allow us to better manage the cyclical nature of the industry.


RAW MATERIALS AND ENERGY


Basic raw materials are processed through an integrated manufacturing process to produce a number of products that are sold at various points throughout the process. We purchase a portion of our raw material requirements and also utilize internal resources, co-products and finished goods as raw materials for downstream products. We believe we have reliable sources of supply for our raw materials under normal market conditions. However, we cannot predict the likelihood or impact of any future raw material shortages.


The principal basic raw materials for our production of Chlor Alkali Products and Vinyls’ products are electricity, salt, ethylene and methanol.  Electricity is the predominant energy source for our manufacturing facilities.  Approximately 74% of our electricity is generated from natural gas or hydroelectric sources. We have long-term power supply contracts with Dow in addition to utilizing our own power assets, which allow for cost differentiation at specific U.S. manufacturing sites. A portion of our purchases of our raw materials, including ethylene, and electricity, are made under long-term supply agreements, while approximately 77%66% of the salt used in our Chlor Alkali Products and Vinyls segment is produced from internal resources. Methanol is primarily sourced domestically and internationally primarily from large producers.


The Epoxy segment’s principal raw materials are chlorine, benzene, propylene and aromatics, which consist of cumene, phenol, acetone and BisA. A portion of our purchases of our raw materials, including benzene, propylene and a portion of our aromatics requirements, are made under long-term supply agreements, while a portion of our aromatics requirements are produced from our integrated production chain. Chlorine is predominately sourced from our Chlor Alkali Products and Vinyls segment.


Lead, brass and propellant are the principal raw materials used in the Winchester business.  We typically purchase our ammunition cartridge case cups and copper-based strip, and propellants pursuant to multi-year contracts.

Electricity is the predominant energy source for our manufacturing facilities.  Approximately 77% of our electricity is generated from natural gas or hydroelectric sources. We have long-term power supply contracts with DowDuPont in addition to utilizing our own power assets, which allow for cost differentiation at specific U.S. manufacturing sites.


We provide additional information with respect to specific raw materials in the tables set forth under “Products and Services.”


ENVIRONMENTAL AND TOXIC SUBSTANCES CONTROLS


As is common in our industry, we are subject to environmental laws and regulations related to the use, storage, handling, generation, transportation, emission, discharge, disposal and remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which we do business.


The establishment and implementation of national, state or provincial and local standards to regulate air, water and land quality affect substantially all of our manufacturing locations around the world.  Laws providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances, and remediation of contaminated sites have imposed additional regulatory requirements on industry, particularly the chemicals industry.  In addition, implementation of environmental laws has required and will continue to require new capital expenditures and will increase operating costs.


We are a party to various governmentalgovernment and private environmental actions associated with former waste disposal sites and past manufacturing facilities.  Charges to income for investigatory and remedial efforts were $10.3$25.3 million, $9.2$7.3 million and $15.7$10.3 million for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, respectively. These charges may be material to operating results in future years. These charges do not include insurance recoveries for costs incurred and expensed in prior periods.


In connection with the Acquisition, DowDuPontOctober 5, 2015 acquisition of Dow’s U.S. Chlor Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses, the prior owner of the businesses retained liabilities relating to releases of hazardous materials and violations of environmental law to the extent arising prior to the Closing Date.October 5, 2015.


See our discussion of our environmental matters contained in Item 3—“Legal Proceedings” below, the Note 22 “Environmental” of the notes to consolidated financial statements contained in Item 8 and Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

CORPORATE RESPONSIBILITY

At Olin, we are committed to corporate responsibility to ensure the long-term success of our business, our collective global society and the well-being of our environment. We focus our corporate responsibility efforts on the areas of: (1) environment, health, safety and security, (2) sustainability and responsibility and (3) product responsibility. We value collaboration and commit to working with other organizations to encourage collective action for improving corporate responsibility. Additional information related to our corporate responsibility initiatives, practices, activities, goals and related information, as well as future updates, can be found in the Corporate Responsibility section of our website at www.olin.com.

Environment, Health, Safety and Security

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 other standards as required to protect the environment, health, safety and security of our operations. We are committed to the guiding principles of the chemical industry's Responsible Care® initiative around the globe to drive continuous improvement and achieve excellence in environmental, health, safety and security performance. Our safety, health and environmental strategy and goals are designed to sustain our drive to zero incidents. Relentlessly and responsibly, we constantly emphasize the importance of monitoring the safety, security and environmental impact of our plants. Through our day-to-day vigilance, Olin strives to continue to be recognized as one of the industry’s best performers.

Our corporate values of Integrity, Helping Customers Succeed, Continuous Improvement and our People are part of our culture. These values are also reflected in our Environment, Health, Safety and Security (EHS&S) policy and practice. Olin leadership visibly performs and guides the organization to conduct business in a manner that protects and increasingly benefits our employees, business partners and the communities in which we live. All employees have responsibilities within our management systems necessary to sustain our drive to zero incidents. Full year 2019 was the second consecutive year that Olin achieved a decline for total safety and environmental events, which includes reportable injuries, process safety events, environmental events, and distribution events. We also experienced a decline for the third consecutive year for recordable injuries and the third consecutive year with zero severity safety events.

Sustainability and Responsibility

We strongly believe in meeting the needs of the present without compromising the needs of future generations. We recognize the impact our company has on our natural resources and are committed to the guiding principles of Responsible Care®. This also means striving for a company culture responsible to the ongoing economic goals of our employees and shareholders.

At Olin, we integrate sustainability in everything we do as a Responsible Corporate Citizen. We value and respect our people, the communities in which we operate, our customers and the environment. We commit to making a contribution to the protection of the world and its future condition through the safety and efficiency of our business practices - from supply to manufacture to delivery and ultimately the end-use of our products. Our focus on continuous improvement throughout our history drives our business. Focused on four sustainability pillars, we are challenging ourselves to advance those opportunities where our impact on the planet, our operations and our people and communities is most meaningful:

Energy and Climate Mindfulness
Olin systematically and strategically manages our energy and carbon footprint, driving greater efficiency and increasing utilization of renewable resources.

Resource Efficiency
Olin effectively manages critical resources to minimize consumption and waste, increase reuse and recycle of materials and drive operations efficiency.

Product Sustainability and Commercial Outreach
Olin’s products and processes contribute to sustainable opportunities and innovation, enabling safe handling and distribution throughout the supply chain.

Employee and Community Care

Olin provides equal opportunities to employees and ensures the ongoing safety and livelihood of our people and communities.

We have developed a strategy and global initiative to track our greenhouse gas (GHG) emissions, water usage, waste disposal and energy consumption and efficiency at our facilities.  We are committed to improving our use of resources, acting on opportunities to reduce our environmental footprint and setting targets for improvement. We understand that maintaining safe, sustainable operations has an impact on us, our communities, the environment and our collective future. We continue to invest to develop safer, cleaner and more efficient products and processes.

Product Responsibility

We take great pride in distributing and handling our products safely and enabling our customers to do the same. Our product stewardship and quality practices are aligned with our core values, the American Chemistry Council’s Product Safety Code under Responsible Care®, and other globally recognized standards. We apply these standards to our chemical business segments and relevant subsidiaries to ensure compliance with applicable global regulations, evaluation, continuous improvement and transparency of relevant production information. Additionally, Winchester ammunition is designed and manufactured in accordance with the voluntary industry standards published by the Sporting Arms and Ammunition Manufacturers’ Institute. We are deeply committed to ammunition education and advocate strongly for the belief that it is important to take the necessary steps to be trained and educated when handling and using a firearm for recreational purposes, both for experienced and novice participants. Our goal is to meet or exceed guidelines in every instance. Olin Leadership demonstrates its commitment to these standards through active participation and communication concerning product safety, within our organization and to external stakeholders.

Item 1A.  RISK FACTORS


In addition to the other information in this Form 10-K, the following factors should be considered in evaluating Olin and our business.  All of our forward-looking statements should be considered in light of these factors.  Additional risks and uncertainties that we are unaware of or that we currently deem immaterial also may become important factors that affect us.
Sensitivity to Global Economic Conditions and Cyclicality—Our operating results could be negatively affected during economic and industry downturns.
The businessbusinesses of most of our customers, particularly our vinyls, urethanes and pulp and paper customers are, to varying degrees, cyclical and have historically experienced periodic downturns. These economic and industry downturns have been characterized by diminished product demand, excess manufacturing capacity and, in some cases, lower average selling prices. Therefore, any significant downturn in our customers’ businesses or in global economic conditions could result in a reduction in demand for our products and could adversely affect our results of operations or financial condition.
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. 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.control, such as public health epidemics. The demand for our customers’ products and therefore, our customers’ products is directly affected by such fluctuations. In addition, our customers could decide to move some or all of their production to lower cost, offshore locations that are more remote from our facilities, and this could reduce demand in North America for our products. We cannot assure you that events having an adverse effect on the industries in which we operate will not occur or continue, such as a downturn in the European, AsiaAsian Pacific, particularly Chinese, Latin American, or world economies, increases in interest rates or unfavorable currency fluctuations. Economic conditions in other regions of the world, predominantly Asia and Europe, can increase the amount of caustic soda produced and available for export to North America. The increased caustic soda supply can put downward pressure on our caustic soda prices, negatively impacting our profitability.
Cyclical Pricing Pressure—Our profitability could be reduced by declines in average selling prices of our products, particularly declines in ECU netbacks for chlorine and caustic soda.
Our historical operating results reflect the cyclical and sometimes volatile nature of the chemical and ammunition industries. We experience cycles of fluctuating supply and demand in each of our business segments, particularly in our Chlor Alkali Products and Vinyls segment, which result in changes in selling prices. Periods of high demand, tight supply and increasing operating margins tend to result in increases in capacity and production until supply exceeds demand, generally followed by periods of oversupply and declining prices. Another factor influencing demand and pricing for chlorine and caustic soda is the price of natural gas. Higher natural gas prices increase our customers’ and competitors’ manufacturing costs, and depending on the ratio of crude oil to natural gas prices, could make them less competitive in world markets.

In the chlor alkali industry, price is the major supplier selection criterion. We have little or no ability to influence prices in these large commodity markets. Decreases in the average selling prices of our products could have a material adverse effect on our profitability. While we strive to maintain or increase our profitability by reducing costs through improving production efficiency, emphasizing higher margin products and by controlling transportation, selling and administration expenses, we cannot assure you that these efforts will be sufficient to fully offset the effect of possible decreases in pricing on operating results.
Because of the cyclical nature of our businesses, we cannot assure you that pricing or profitability in the future will be comparable to any particular historical period, including the most recent period shown in our operating results. We cannot assure you that the chlor alkali industry will not experience adverse trends in the future, or that our business, financial condition and results of operations will not be adversely affected by them.
Our Winchester and Epoxy segments are also subject to changes in operating results as a result of cyclical pricing pressures, but to a lesser extent than our Chlor Alkali Products and Vinyls segment. Selling prices of ammunition and epoxy materials are affected by changes in raw material costs and availability, and customer demand, industry production capacity and declines in average selling prices of products of our Winchester and Epoxy segments could adversely affect our profitability.


Suppliers—We rely on a limited number of third-party suppliers for specified feedstocks and services.
We obtain a significant portion of our raw materials from a few key suppliers. If any of these suppliers are unablefail 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, financial condition and results of operations. We have entered into long-term agreements with DowDuPontDow to provide specified feedstocks and services for a number of our facilities. These facilities are dependent upon DowDuPont’sDow’s infrastructure for services such as wastewater and ground water treatment. Any failure of DowDuPontDow to perform its obligations under those agreements could adversely affect the operation of the affected facilities and our business, financial condition and results of operations. Many of the agreements relating to these feedstocks and services have initial terms ranging from several years to 20 years. Most of these agreements are automatically renewable after their initial terms, but may be terminated by us or DowDuPontDow after specified notice periods. If we are required to obtain an alternate source for these feedstocks or services, we may not be able to obtain pricing on as favorable 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.
A vendor may choose, subject to existing contracts, to modify its relationship due to general economic concerns or concerns relating to the vendor or us, at any time. Any significant change in the terms that we have with our key suppliers could materially and adversely affect our business, financial condition and results of operations, as could significant additional requirements from suppliers that we provide them additional security in the form of prepayments or posting letters of credit.
Raw Materials—Availability of purchased feedstocks and energy, and the volatility of these costs, impact our operating costs and add variability to earnings.
Purchased feedstock and energy costs account for a substantial portion of our total production costs and operating expenses. We purchase certain raw materials as feedstocks.
Feedstock and energy costs generally follow price trends in crude oil and natural gas, which are sometimes volatile. Ultimately, the ability to pass on underlying cost increases in a timely manner or at all is dependent on market conditions. Conversely, when feedstock and energy costs decline, selling prices generally decline as well. As a result, volatility in these costs could impact our business, financial condition and results of operations.
If the availability of any of our principal feedstocks is limited or we are unable to obtain natural gas or energy from any of our energy sources, we may be unable to produce some of our products in the quantities demanded by our customers, which could have a material adverse effect on plant utilization and our sales of products requiring such raw materials. We have long-term supply contracts with various third parties for certain raw materials, including ethylene, electricity, propylene and benzene. These contracts have initial terms ranging from several years to 20 years. 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, financial condition and results of operations. In addition, many of our long-term contracts contain provisions that allow theirour suppliers to limit the amount of raw materials shipped to us below the contracted amount in force majeure or similar circumstances. If we are required to obtain alternate sources for raw materials because our suppliers are unwilling or unable to perform under raw material supply agreements or if a supplier terminates its agreements with us, we may not be able to obtain these raw materials from alternative suppliers or obtain new long-term supply agreements on terms comparable or as favorable to us.
Cost Control—Our profitability could be reduced if we experience increasing raw material, utility, transportation or logistics costs, or if we fail to achieve targeted cost reductions.

Our operating results and profitability are dependent upon our continued ability to control, and in some cases reduce, our costs. If we are unable to do so, or if costs outside of our control, particularly our costs of raw materials, utilities, transportation and similar costs, increase beyond anticipated levels, our profitability will decline.
For example, if our chlor alkali product transportationfeedstock and energy costs particularly railroad shipment costs, are a portion of our cost of goods sold, and have been increasing over the past several years. If transportation costs continue to increase, and we are unable to control those costs or pass the increased costs on to customers, our profitability in our Chlor Alkali Products and Vinyls and Epoxy segments would be negatively affected. Similarly, costs of commodity metals and other materials used in our Winchester business, such as copper and lead, can vary. If we experience significant increases in these costs and are unable to raise our prices to offset the higher costs, the profitability in our Winchester business would be negatively affected.

Third-Party Transportation—We rely heavily on third-party transportation, which subjects us to risks and costs that we cannot control, and which risks and costs may have a material adverse effect on our financial position or results of operations.
We rely heavily on railroad, truck, marine vessel, barge and other shipping companies to transport finished products to customers and to transport raw materials to the manufacturing facilities used by each of our businesses. These transport operations are subject to various hazards and risks, including extreme weather conditions, work stoppages and operating hazards, as well as domestic and international transportation and maritime regulations. In addition, the methods of transportation we utilize, including shipping chlorine and other chemicals by railroad and by barge, may be subject to additional, more stringent and more costly regulations in the future. If we are delayed or unable to ship finished products or unable to obtain raw materials as a result of any such new or modified regulations or public policy changes related to transportation safety, or these transportation companies’ failure to operate properly, or if there wereare significant changes in the cost of these services due to new additional regulations, or otherwise, we may not be able to arrange efficient alternatives and timely means to obtain raw materials or ship goods, which could result in a material adverse effect on our business, financial position or results of operations. If any third-party railroad whichthat we utilize to transport chlorine and other chemicals ceases to transport toxic-by-inhalationcertain hazardous (TIH) materials, or if there are significant changes in the cost of shipping TIHhazardous 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, financial position or results of operations.
Security and Chemicals Transportation—New regulations on the transportation of hazardous chemicals and/or the security of chemical manufacturing facilities and public policy changes related to transportation safety could result in significantly higher operating costs.
The transportation of our products and feedstocks, including transportation by pipeline, and the security of our chemical manufacturing facilities are subject to extensive regulation. Government authorities at the local, state and federal levels could implement new or stricter regulations that would impact the security of chemical plant locations and the transportation of hazardous chemicals. Our Chlor Alkali Products and Vinyls segmentand Epoxy segments could be adversely impacted by the cost of complying with any new regulations. Our business also could be adversely affected if an incident were to occur at one of our facilities or while transporting products. The extent of the impact would depend on the requirements of future regulations and the nature of an incident, which are unknown at this time.
Production Hazards—Our facilities are subject to operating hazards, which may disrupt our business.
We are dependent upon the continued safe and reliable operation of our production facilities. Our production facilities are subject to hazards associated with the manufacture, handling, storage and transportation of chemical materials and products and ammunition, including leaks and ruptures, explosions, fires, inclement weather and natural disasters, unexpected utility disruptions or outages, unscheduled downtime, equipment failure, terrorism, transportation interruptions, transportation accidents involving our chemical products, chemical spills and other discharges or releases of toxic or hazardous substances or gases and environmental hazards. Due to the integrated nature of our large chemical sites, an incident at one plant could impact production across multiple plants at a facility. From time to time in the past, we have had incidents that have temporarily shut down or otherwise disrupted our manufacturing, causing production delays and resulting in liability for workplace injuries and fatalities. Some of our products involve the manufacture and/or handling of a variety of explosive and flammable materials. Use of these products by our customers could also result in liability if an explosion, fire, spill or other accident were to occur. We cannot assure you that we will not experience these types of incidents in the future or that these incidents will not result in production delays or otherwise have a material adverse effect on our business, financial condition or results of operations. Major hurricanes have caused significant disruption in our operations on the U.S. Gulf Coast, logistics across the region and the supply of certain raw materials, which have had an adverse impact on volume and cost for some of our products. Due to the substantial presence we have on the U.S. Gulf Coast, similar severe weather conditions or other natural phenomena in the future could negatively affect our results of operations, for which we may not be fully insured.

Integration of Information Technology Systems—Operation on multiple Enterprise Resource Planning (ERP) information systems, and the conversion from multiple systems to a single system, may negatively impact our operations.
We are highly dependent on our information systems infrastructure in order to process orders, track inventory, ship products in a timely manner, prepare invoices to our customers, maintain regulatory compliance and otherwise carry on our business in the ordinary course. We currently operate on an ERP information system and the Acquired Business operates on a separate ERP system. Since we are required to process and reconcile our information from multiple systems, the chance of errors has increased. Inconsistencies in the information from multiple ERP systemsCredit Facility—Weak industry conditions could adversely impactaffect our ability to managecomply with the financial maintenance covenants in our business efficientlysenior credit facility.
Our senior credit facility includes certain financial maintenance covenants requiring us to not exceed a maximum leverage ratio and may result in heightened risk to our ability to maintain a minimum coverage ratio.
Depending on the magnitude and duration of economic or industry downturns affecting our booksbusinesses, including deterioration in prices and records and comply with regulatory requirements. In 2017,volumes, there can be no assurance that we began a multi-year implementation of new enterprise resource planning, manufacturing, and engineering systems. The project includes the required information technology infrastructure (collectively, the Information Technology Project). The project is planned to standardize business processes across the chemicals businesses with the objective of maximizing cost effectiveness, efficiency and control across our global operations. The project is anticipatedwill continue to be completed during 2020. The transition to a different ERP system involves numerous risks, including:
diversion of management’s attention away from normal daily business operations;
loss of, or delays in accessing, data;
increased demand on our operations support personnel;
increased costs;
initial dependence on unfamiliar systems while training personnel to use new systems; and
increased operating expenses resulting from training, conversion and transition support activities.
Any of the foregoing could result in a material increase in information technology compliance or other related costs, and could materially and negatively impact our business, financial condition or results of operations.
Effects of Regulation—Changes in or failurewith these ratios. If we failed to comply with legislationeither of these covenants in a future period and were not able to obtain waivers from the lenders, we would need to refinance our current senior credit facility. However, there can be no assurance that such refinancing would be available to us on terms that would be acceptable to us or government regulations or policies could have a material adverse effect on our financial position or results of operations.
Legislation that may be passed by Congress or other legislative bodies or new regulations that may be issued by federal and other administrative agencies, including import and export duties and quotas, anti-dumping regulations and related tariffs, could significantly affect the sales, costs and profitability of our business. The chemical and ammunition industries are subject to legislative and regulatory actions, which could have a material adverse effect on our business, financial position or results of operations. Existing and future government regulations and laws may reduce the demand for our products, including certain chlorinated organic products, such as dry cleaning solvents. Any decrease in the demand for chlorinated organic products could result in lower unit sales and lower selling prices for such chlorinated organic products, which would have a material adverse effect on our business, financial condition and results of operations. Our international sales and operations subject us to a wide variety of laws and regulations, including anti-corruption laws and regulations such as the U.S. Foreign Corrupt Practices Act. Failure to comply with these laws and regulations could have a material adverse effect on our business, financial condition and results of operations.at all.
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, financial condition or results of operations.
Our operations are dependent on our ability to protect our information systems, computer equipment and information databases from systems failures. We rely on ourboth internal information technology systems generallyand certain external services and service providers to manage the day-to-day operation of our business, operate elements of our manufacturing facilities, manage relationships with our employees, customers and suppliers, fulfill customer orders and maintain our financial and accounting records. Failure of any one or more than one of our information technology systems could be caused by internal or external events, such as incursions by intruders or hackers, computer viruses, cyber-attacks, failures in hardware or software, or power or telecommunication fluctuations or failures. The failure of our information technology systems to perform as anticipated for any reason or any significant breach of 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, any of which could have a material adverse effect on our business, financial condition or results of operations. We have technology and information security processes, periodic external service and service provider reviews, insurance policies and disaster recovery plans in place to mitigate our risk to these vulnerabilities. However, these measures may not be adequate to ensure that our operations will not be disrupted or our financial impact minimalized, should such an event occur.

Integration of Information Technology Systems—Operation on multiple Enterprise Resource Planning (ERP) information systems, and the conversion to a new system, may negatively impact our operations.
We are highly dependent on our information systems infrastructure in order to process orders, track inventory, ship products in a timely manner, prepare invoices to our customers, make payments to our suppliers, maintain regulatory compliance and otherwise carry on our business in the ordinary course. We currently operate on multiple ERP information systems. Since we are required to process and reconcile our information from multiple systems, the chance of errors is greater. Inconsistencies in the information from multiple ERP systems could adversely impact our ability to manage our business efficiently and may result in heightened risk to our ability to maintain our books and records and comply with regulatory requirements. In 2017, we began a multi-year implementation of new enterprise resource planning, manufacturing, and engineering systems. The project includes the required information technology infrastructure (collectively, the Information Technology Project). The project is planned to standardize business processes across the chemicals businesses with the objective of maximizing cost effectiveness, efficiency and control across our global operations. At the end of 2019, Olin had successfully converted approximately 35% of our chemical business users to the new enterprise resource planning systems. The project is anticipated to be substantially completed during 2020. The transition to a new ERP system involves numerous risks, including:
diversion of management’s attention away from normal daily business operations;
loss of, or delays in accessing, data;
increased demand on our operations support personnel;
increased costs;
initial dependence on unfamiliar systems while training personnel to use new systems; and
increased operating expenses resulting from training, conversion and transition support activities.
Any of the foregoing could result in a material increase in information technology compliance or other related costs, and could materially and negatively impact our business, financial condition or results of operations.
Imbalance in Demand for Our Chlor Alkali Products—A loss of a substantial customer for either our chlorine or caustic soda could cause an imbalance in customer demand for these products, which could have an adverse effect on our results of operations.
Chlorine and caustic soda are produced simultaneously and in a fixed ratio of 1.0 ton of chlorine to 1.1 tons of caustic soda. The loss of a substantial chlorine or caustic soda customer could cause an imbalance in customer demand for either our chlorine and caustic soda products. An imbalance in customer demand may require Olin to reduce production of both chlorine and caustic soda or take other steps to correct the imbalance. Since Olin cannot store large quantities of chlorine, we may not be able to respond to an imbalance in customer demand for these products as quickly or efficiently as some of our competitors.efficiently. If a substantial imbalance occurred, we would need to reduce prices or take other actions that could have a material adverse impact on our business, results of operations and financial condition.
Credit Facility—Weak industry conditionsIndebtedness—Our indebtedness could adversely affect our financial condition.
As of December 31, 2019, we had $3,340.8 million of indebtedness outstanding. Outstanding indebtedness does not include amounts that could be borrowed under our $800.0 million senior revolving credit facility, under which $796.5 million was available for borrowing as of December 31, 2019 because we had issued $3.5 million of letters of credit. As of December 31, 2019, our indebtedness represented 58.0% of our total capitalization. At December 31, 2019, $2.1 million of our indebtedness was due within one year. Despite our level of indebtedness, we expect to continue to have the ability to borrow additional debt.
Our indebtedness could have important consequences, including but not limited to:

limiting our ability to comply withfund working capital, capital expenditures, and other general corporate purposes;

limiting our ability to accommodate growth by reducing funds otherwise available for other corporate purposes and to compete, which in turn could prevent us from fulfilling our obligations under our indebtedness;

limiting our operational flexibility due to the financial maintenance covenants contained in our senior credit facility.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 flexibility for, or reacting to, changes in our business or industry or economic conditions, thereby limiting our ability to compete with companies that are not as highly leveraged; and

increasing our vulnerability to economic downturns.

Our senior credit facility includes certain financial maintenance covenants requiring usability to not exceedgenerate sufficient cash flow from operations to make scheduled payments on our debt will depend on a maximum leverage ratiorange of economic, competitive and to maintain a minimum coverage ratio.
Depending on the magnitude and durationbusiness factors, many of chlor alkali cyclical downturns, including deterioration in prices and volumes, therewhich are outside our control. There can be no assurance that weour business will continuegenerate sufficient cash flow from operations to be in compliance withmake these ratios.payments. If we failedare unable to meet our expenses and debt obligations, we may need to refinance all or a portion of our indebtedness before maturity, sell assets or issue additional equity. We may not be able to refinance any of our indebtedness, sell assets or issue additional equity on commercially reasonable terms or at all, which could cause us to default on our obligations and impair our liquidity. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our debt obligations on commercially reasonable terms, would have a material adverse effect on our business, financial condition and results of operations, as well as on our ability to satisfy our debt obligations.
Litigation and Claims—We are subject to litigation and other claims, which could cause us to incur significant expenses.
We are regularly a defendant in legal proceedings relating to our present and former operations. These include contract disputes, product liability claims, including ammunition and firearms, and proceedings alleging injurious exposure of plaintiffs to various chemicals and other substances (including proceedings based on alleged exposures to asbestos). Frequently, the proceedings alleging injurious exposure involve claims made by numerous plaintiffs against many defendants. Because of the inherent uncertainties of litigation, we are unable to predict the outcome of these proceedings and therefore cannot determine whether the financial impact, if any, will be material to our financial position, cash flows or results of operations.
Effects of Regulation—Changes in or failure to comply with eitherlegislation or government regulations or policies could have a material adverse effect on our financial position or results of operations.
Legislation or regulations that may be adopted or modified by U.S. or foreign governments, including legislation or regulations intended to address climate change, import and export duties and quotas, anti-dumping measures and related tariffs, and tax regulation could significantly affect the sales, costs and profitability of our business. The chemical and ammunition industries are subject to legislative and regulatory actions, which could have a material adverse effect on our business, financial position or results of operations. Existing and future government regulations and laws may reduce the demand for our products or impact our ability to use or manufacture certain products, which could have a material adverse effect on our business, financial condition and results of operations. A material change in tax laws, treaties or regulations in the jurisdictions in which we operate or a change in their interpretation or application could have a material adverse effect on our business, financial condition and results of operations.
Environmental Costs—We have ongoing environmental costs, which could have a material adverse effect on our financial position or results of operations.
Our operations and assets are subject to extensive environmental, health and safety regulations, including laws and regulations related to air emissions, water discharges, waste disposal and remediation of contaminated sites. The nature of our operations and products, including the raw materials we handle, exposes us to the risk of liabilities, obligations or claims under these covenantslaws and regulations due to the production, storage, use, transportation and sale of materials that can adversely impact the environment or cause personal injury, including, in the case of chemicals, unintentional releases into the environment. Environmental laws may have a future periodsignificant effect on the costs of use, transportation, handling and were not ablestorage of raw materials and finished products, as well as the costs of storage, handling, treatment, transportation and disposal of wastes. In addition, we are party to obtain waivers from the lenders, we would needvarious government and private environmental actions associated with past manufacturing facilities and former waste disposal sites. We have incurred, and expect to refinance our current senior credit facilities. However, thereincur, significant costs and capital expenditures in complying with environmental laws and regulations.
The ultimate costs and timing of environmental liabilities are difficult to predict. Liabilities under environmental laws relating to contaminated sites can be no assuranceimposed retroactively and on a joint and several basis. One liable party could be held responsible for all costs at a site, regardless of fault, percentage of contribution to the site or the legality of the original disposal. We could incur significant costs, including clean-up costs, natural resource damages, civil or criminal fines and sanctions and

third-party lawsuits claiming, for example, personal injury and/or property damage, as a result of past or future violations of, or liabilities under, environmental or other laws.
In addition, future events, such as changes to or more rigorous enforcement of environmental laws or new information about the extent of remediation required, could require us to make additional expenditures, modify or curtail our operations and/or install additional pollution control equipment. It is possible that such refinancing wouldregulatory agencies may identify new chemicals of concern or enact new or more stringent clean-up standards for existing chemicals of concern. This could lead to expenditures for environmental remediation in the future that are additional to existing estimates.
Accordingly, it is possible that some of the matters in which we are involved or may become involved may be availableresolved unfavorably to us, which could materially and adversely affect our business, financial position, cash flows or results of operations. See “Environmental Matters” contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Ability to Attract and Retain Qualified Employees—We must attract, retain and motivate key employees, and the failure to do so may adversely affect our business, financial condition or results of operations.
We feel our success depends on terms that wouldhiring, retaining and motivating key employees, including executive officers. We may have difficulty locating and hiring qualified personnel. In addition, we may have difficulty retaining such personnel once hired, and key people may leave and compete against us. The loss of key personnel or our failure to attract and retain other qualified and experienced personnel could disrupt or materially adversely affect our business, financial condition or results of operations. In addition, our operating results could be acceptableadversely affected by increased costs due to usincreased competition for employees or at all.higher employee turnover, which may result in the loss of significant customer business or increased costs.
Pension Plans—The impact of declines in global equity and fixed income markets on asset values and any declines in interest rates and/or improvements in mortality assumptions used to value the liabilities in our pension plans may result in higher pension costs and the need to fund the pension plans in future years in material amounts.
We sponsor domestic and foreign defined benefit pension plans for eligible employees and retirees. Substantially all domestic defined benefit pension plan participants are no longer accruing benefits. However, a portion of our bargaining hourly employees continue to participate in our domestic qualified defined benefit pension plans under a flat-benefit formula.  Our funding policy for the qualified defined benefit pension plans is consistent with the requirements of federal laws and regulations.  Our foreign subsidiaries maintain pension and other benefit plans, which are consistent with local statutory practices.  The determinations of pension expense and pension funding are based on a variety of rules and regulations. Changes in these rules and regulations could impact the calculation of pension plan liabilities and the valuation of pension plan assets. They may also result in higher pension costs, additional financial statement disclosure, and the need to fund the pension plan.
At December 31, 2017,2019, the projected benefit obligation of $2,877.5$2,992.0 million exceeded the market value of assets in our qualified defined benefit pension plans by $630.6$792.7 million, as calculated under Accounting Standards Codification (ASC) 715 “Compensation—Retirement Benefits” (ASC 715). During 2016,2019, we made a discretionary cash contribution to our domestic qualified defined benefit pension plan of $6.0$12.5 million. 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 2018.2020.
We also have several international qualified defined benefit pension plans to which we made cash contributions of $2.4 million, $2.6 million and $1.7 million in 2019, 2018 and 2017, $1.3 million in 2016 and $0.9 million in 2015,respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2018.2020.
The impact of declines in global equity and fixed income markets on asset values may result in higher pension costs and may increase and accelerate the need to fund the pension plans in future years. For example, holding all other assumptions constant, a 100-basis point decrease or increase in the assumed long-term rate of return on plan assets for our domestic qualified defined benefit pension plan would have decreased or increased, respectively, the 20172019 defined benefit pension plan income by approximately $19.8 million.  Holding all other assumptions constant for our domestic qualified defined benefit pension plan, a 50-basis point decrease in the discount rate used to calculate pension income for 20172019 and the projected benefit obligation as of December 31, 20172019 would have decreased pension income by $0.4 million and increased the projected benefit obligation by $162.0$160.0 million.  A 50-basis point increase in the discount rate used to calculate pension income for 20172019 and the projected benefit obligation as of December 31, 20172019 for our domestic qualified defined benefit pension plan would have increased pension income by $0.6 million and decreased the projected benefit obligation by $146.0$145.0 million.


Foreign Exchange Rates—Fluctuations in foreign currency exchange could affect our consolidated financial results.
We earn revenues, pay expenses, own assetsInternational Sales and incur liabilities in countries using currencies other than the U.S. dollar (USD). Because our consolidated financial statements are presented in USD, we must translate revenues and expenses into USD at the average exchange rate during each reporting period, as well as assets and liabilities into USD at exchange rates in effect at the end of each reporting period. Therefore, increases or decreases in the value of the USD against other major currencies will affect our net revenues, operating income and the value of balance sheet items denominated in foreign currencies. Because of the geographic diversity of our operations, weaknesses in various currencies might occur in one or many of such currencies over time. From time to time, we may use derivative financial instruments to further reduce our net exposure to currency exchange rate fluctuations. However, we cannot assure you that fluctuations in foreign currency exchange rates, particularly the strengthening of the USD against major currencies, would not materially adversely affect our financial results.
Litigation and Claims—Operations—We are subject to litigationrisks associated with our international sales and other claims, which could cause us to incur significant expenses.
We are a defendant in a number of pending legal proceedings relating to our present and former operations. These include product liability claims relating to ammunition and firearms and proceedings alleging injurious exposure of plaintiffs to various chemicals and other substances (including proceedings based on alleged exposures to asbestos). Frequently, the proceedings alleging injurious exposure involve claims made by numerous plaintiffs against many defendants. Because of the inherent uncertainties of litigation, we are unable to predict the outcome of these proceedings and therefore cannot determine whether the financial impact, if any, will be material to our financial position, cash flows or results of operations.
Environmental Costs—We have ongoing environmental costs, whichoperations that could have a material adverse effect on our financial positionbusiness or results of operations.
Our operationsOlin has an international presence, including the geographic regions of Europe, Asia Pacific and assets are subject to extensive environmental, health and safety regulations, including laws and regulations related to air emissions, water discharges, waste disposal and remediation of contaminated sites. The natureLatin America. In 2019, approximately 41% of our sales were generated outside of the United States. These international sales and operations and products, including the raw materials we handle, exposesexpose us to the risk of liabilities, obligations or claims under these lawsrisks, including:

difficulties and regulations due to the production, storage, use, transportation and sale of materials that can cause contamination or personal injury, including, in the case of chemicals, potential releases into the environment. Environmental laws may have a significant effect on the costs of use, transportation and storage of raw materials and finished products, as well as the costs of the storage and disposal of wastes. In addition, we are party to various governmental and private environmental actions associated with past manufacturing facilities and former waste disposal sites. We have incurred, and expect to incur, significant costs and capital expenditures in complying with environmentalcomplex and varied laws, treaties, and regulations.regulations;
The ultimate costs
tariffs and timingtrade barriers;

outbreaks of environmental liabilities are difficult to predict. Liabilities under environmental laws relating to contaminated sites can be imposed retroactively and on a joint and several basis. One liable party could be held responsible for all costs at a site, regardless of fault, percentage of contribution to the site or the legality of the original disposal. We could incur significant costs, including clean-up costs, natural resource damages, civil or criminal fines and sanctions and third-party lawsuits claiming, for example, personal injury and/or property damage, as a result of past or future violations of, or liabilities under, environmental or other laws.
In addition, future events,pandemic disease, such as changes to or more rigorous enforcement of environmental laws, could require us to make additional expenditures, modify or curtail our operations and/or install pollution control equipment. It is possible that regulatory agencies may enact new or more stringent clean-up standards for chemicals of concern, including chlorinated organic products that we manufacture. This could lead to expenditures for environmental remediation in the future that are additional to existing estimates.
Accordingly, it is possible that some of the matters in which we are involved or may become involved may be resolved unfavorably to us, which could materially and adversely affect our business, financial position, cash flows or results of operations. See “Environmental Matters” contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Indebtedness—Our indebtedness could adversely affect our financial condition.
As of December 31, 2017, we had $3,612.0 million of indebtedness outstanding. Outstanding indebtedness does not include amounts that could be borrowed under our $600.0 million senior revolving credit facility, under which $574.9 million was available for borrowing as of December 31, 2017 because we had outstanding borrowings of $20.0 million and issued $5.1 million of letters of credit. As of December 31, 2017, our indebtedness represented 56.7% of our total capitalization. On January 19, 2018, Olin issued $550.0 million aggregate principal amount of 5.00% senior notes due February 1, 2030 (2030 Notes), which were registered under the Securities Act of 1933, as amended. Proceeds from the 2030 Notes were used to redeem $550.0 million of debt under the $1,375.0 million term loan facility (Term Loan Facility). This prepayment of the Term Loan Facility eliminates the required quarterly installments under the Term Loan Facility. At December 31, 2017, $0.7 million of our indebtedness was due within one year. Despite our level of indebtedness, we expect to continue to have the ability to borrow additional debt.
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 and to compete, 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 flexibility for, or reacting to, changes in our business or industry or economic conditions, thereby limiting our ability to compete with companies that are not as highly leveraged; and

increasing our vulnerability to economic downturns.
Our ability to generate sufficient cash flow from operations to make scheduled payments on our debt will depend on a range of economic, competitive and business factors, many of which are outside our control. There can be no assurance that our business will generate sufficient cash flow from operations to make these payments. If we are unable to meet our expenses and debt obligations, we may need to refinance all or a portion of our indebtedness before maturity, sell assets or issue additional equity. We may not be able to refinance any of our indebtedness, sell assets or issue additional equity on commercially reasonable terms or at all,coronavirus, which could cause us and our suppliers and/or customers to defaulttemporarily suspend operations in affected areas, restrict the ability of Olin to distribute our products or cause economic downturns that could affect demand for our products;

changes in laws and regulations, including the imposition of economic or trade sanctions affecting international commercial transactions;

risk of non-compliance with anti-bribery laws and regulations, such as the U.S. Foreign Corrupt Practices Act;

restrictions on, our obligationsor difficulties and impair our liquidity. Our inabilitycosts associated with, the repatriation of cash from foreign countries to generate sufficient cash flow to satisfy our debt obligations,the United States;

unfavorable currency fluctuations;

changes in local economic conditions;

unexpected changes in political or to refinance our debt obligations on commercially reasonable terms, would haveregulatory environments;

labor compliance and costs associated with a material adverse effect on our business, financial conditionglobal workforce;

data privacy regulations;

difficulties in maintaining overseas subsidiaries and results of operations, as well as on our ability to satisfy our debt obligations.international operations; and
Integration—Our integration
challenges in protecting intellectual property rights.

Any one or more of the Acquired Business may not be successful in fully realizing the anticipated benefits from the Acquisition.
As a result of the addition of the Acquired Business, we have significantly more sales, assets and employees than we did prior to the Closing Date. The integration process requires us to expend capital and significantly expand the scope of our operations and financial systems.
It may not be possible to fully realize the benefits of the increased sales volume and other benefits, including the expected synergies that are expected to result from the addition of the Acquired Business, or realize these benefits within the time frame that is expected. The costs to realize the anticipated synergies, including integration fees and capital spending, may be greater than anticipated. For example, the elimination of duplicative costs may not be fully possible or may take longer than anticipated, or the benefits from the Acquisition may be offset by costs incurred or delays in integrating the companies. In addition, the quantification of synergies expected to result from the Acquisition is based on significant estimates and assumptions that are subjective in nature and inherently uncertain. The amount of synergies actually realized and the time periods in which such synergies are realized,above factors could differ materially from expectations.
If we are unable to successfully fully realize the anticipated synergies and other benefits of the Acquisition, there could be a material adverse effect on our business, financial condition and results of operations.

Ability to Attract and Retain Qualified Employees—We must attract, retain and motivate key employees, and the failure to do so may adversely affect our business, financial condition or results of operations.
We feel our success depends on hiring, retaining and motivating key employees, including executive officers. We may have difficulty locating and hiring qualified personnel. In addition, we may have difficulty retaining such personnel once hired, and key people may leave and compete against us. The loss of key personnel or our failure to attract and retain other qualified and experienced personnel could disrupt or materially adversely affect our business, financial condition or results of operations. 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.
Labor Matters—We cannot assure you 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. The following labor contracts are scheduled to expire in 2018 or early 2019:
LocationNumber of EmployeesExpiration Date
Lemont (Chlor Alkali Products and Vinyls)20March 2018
Becancour (Chlor Alkali Products and Vinyls)101April 2018
McIntosh (Chlor Alkali Products and Vinyls)197April 2019
While we believe our relations with our employees and their various representatives are generally satisfactory, we cannot assure that we can conclude any labor agreements without work stoppages and cannot assure that any work stoppages will not have a material adverse effect on our business, financial condition or results of operations.
Asset Impairment—If our goodwill, other intangible assets or property, plant and equipment become impaired in the future, we may be required to record non-cash charges to earnings, which could be significant.
The process of impairment testing for our goodwill involves a number of judgments and estimates made by management including future cash flows, discount rates, profitability assumptions and terminal growth rates with regards to our reporting units. Our internally generated long-range plan includes cyclical assumptions regarding pricing and operating forecasts for the chlor alkali industry. If the judgments and estimates used in our analysis are not realized or are affected by external factors, then actual results may not be consistent with these judgments and estimates, and we may be required to record a goodwill impairment charge in the future, which could be significant and have an adverse effect on our financial position and results of operations.
We review long-lived assets, including property, plant and equipment and identifiable amortizing intangible assets, for impairment whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable. If the fair value is less than the carrying amount of the asset, an impairment is recognized for the difference. Factors which may cause an impairment of long-lived assets include significant changes in the manner of use of these assets, negative industry or market trends, a significant underperformance relative to historical or projected future operating results, extended period of idleness or a likely sale or disposal of the asset before the end of its estimated useful life. If our property, plant and equipment and identifiable amortizing intangible assets are determined to be impaired in the future, we may be required to record non-cash charges to earnings during the period in which the impairment is determined, which could be significant and have an adverse effect on our financial position and results of operations.

Credit and Capital Market Conditions—Adverse conditions in the credit and capital markets may limit or prevent our ability to borrow or raise capital.
While we believe we have facilities in place that should allow us to borrow funds as needed to meet our ordinary course business activities, adverse conditions in the credit and financial markets could prevent us from obtaining financing, if the need arises. Our ability to invest in our businesses and refinance or repay maturing debt obligations could require access to the credit and capital markets and sufficient bank credit lines to support cash requirements. 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, financial position or results of operations.

The historical financial informationLake City Plant Contract—Various risks associated with our transition and subsequent operation of the Acquired Business may not be representative of its results orLake City Army Ammunition Plant could adversely affect our business, financial condition if it had been operated independentlyand results of DowDuPontoperations.
In 2019, our Winchester business was selected by the United States Army to operate and manage the Lake City Army Ammunition Plant in Independence, MO. Our bid for this contract was developed using assumptions about the operating conditions of the facility and the future demand of ammunition produced from that facility. These assumptions were based upon our knowledge of the facility and the market at the time of the bid as well as information that was provided to us by the United States Army during the solicitation process. If our assumptions were incorrect, we may experience additional costs or lower revenues than expected as a result may not be a reliable indicator of its future results.this contract.
The financial informationLake City Plant contract is a fixed-price contract under which we have limited ability to pass along cost overruns.
Beginning on October 1, 2019 and continuing until October 1, 2020, we are working with the incumbent contractor at the Lake City Plant to transition the plant to our management and control. We have developed a transition plan that involves transition of the Acquired Business priorworkforce, negotiation of new labor contracts, implementation of information technology and operating systems and start-up of manufacturing processes. If we do not meet our timelines or otherwise fail to complete portions of our transition plan, we may incur additional costs or fail to meet the Closinganticipated financial results associated with this contract.
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. The following labor contract will be required to be negotiated in 2020:
LocationNumber of EmployeesExpiration Date
Lake City Army Ammunition Plant (Winchester)1,447October 2020
While we believe our relations with our employees and included within the unaudited pro formatheir various representatives are generally satisfactory, we cannot assure that we can conclude any labor agreements without work stoppages and cannot assure that any work stoppages will not have a material adverse effect on our business, financial information within this document has been derived from the consolidated financial statements and accounting records of DowDuPont and reflects all direct costs as well as assumptions and allocations made by DowDuPont management. The financial position,condition or results of operations and cash flows of the Acquired Business presented may be different from those that would have resulted had the Acquired Business been operated independently of DowDuPont during the applicable periods or at the applicable dates.operations.
The unaudited pro forma financial information of Olin and the Acquired Business is not intended to reflect what actual results of operations and financial condition would have been had Olin and the Acquired Business been a combined company for the periods presented, and therefore these results may not be indicative of Olin’s future operating performance.
The unaudited pro forma financial information presented in this document is for illustrative purposes only and is not intended to, and does not purport to, represent what our actual results or financial condition would have been if the Acquisition had occurred on the relevant date. The unaudited pro forma financial information has been prepared using the acquisition method of accounting. Under the acquisition method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values with any excess purchase price allocated to goodwill.
The unaudited pro forma financial information does not reflect the costs of any integration activities or transaction-related costs or incremental capital spending that Olin management believes are necessary to realize the anticipated synergies from the Acquisition. Accordingly, the unaudited pro forma financial information included in this document does not reflect what our results of operations or operating condition would have been had Olin and the Acquired Business been a consolidated entity during all periods presented, or what our results of operations and financial condition will be in the future.


Item 1B.  UNRESOLVED STAFF COMMENTS


Not applicable.


Item 2.  PROPERTIES


Information concerning our principal locations from which our products and services are manufactured, distributed or marketed are included in the tables set forth under the caption “Products and Services” contained in Item 1—“Business.” Generally, these facilities are well maintained, in good operating condition, and suitable and adequate for their use. Our two largest facilities are co-located with DowDuPont.Dow. The land in which these facilities are located is leased with a 99 year99-year initial term commencing on the Closing Date.that commenced in 2015. Additionally, we lease warehouses, terminals and distribution offices and space for executive and branch sales offices and service departments. We believe our current facilities are adequate to meet the requirements of our present operations.



Item 3.  LEGAL PROCEEDINGS


Saltville


We have completed all work in connection with remediation of mercury contamination at the site of our former mercury cell chlor alkali plant in Saltville, VA required to date.  In mid-2003, the Trustees for natural resources in the North Fork Holston River, the Main Stem Holston River and associated floodplains, located in Smyth and Washington Counties in Virginia and in Sullivan and Hawkins Counties in Tennessee notified us of, and invited our participation in, an assessment of alleged damages to natural resources resulting from the release of mercury.  The Trustees also notified us that they havehad made a preliminary determination that we are potentially liable for natural resource damages in said rivers and floodplains.  We agreed to participate in the assessment.  We and the Trustees have entered into discussions concerning a resolution of this matter.  In light of the ongoing discussions and inherent uncertainties of the assessment, we cannot at this time determine whether the financial impact, if any, of this matter will be material to our financial position or results of operations.  See “Environmental Matters” contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


Other


As part of the continuing environmental investigation by federal, state and local governments of waste disposal sites, we have entered into a number of settlement agreements requiring us to participate in the investigation and cleanup of a number of sites.  Under the terms of such settlements and related agreements, we may be required to manage or perform one or more elements of a site cleanup, or to manage the entire remediation activity for a number of parties, and subsequently seek recovery of some or all of such costs from other Potentially Responsible Parties (PRPs).  In many cases, we do not know the ultimate costs of our settlement obligations at the time of entering into particular settlement agreements, and our liability accruals for our obligations under those agreements are often subject to significant management judgment on an ongoing basis.  Those cost accruals are provided for in accordance with generally accepted accounting principles and our accounting policies set forth in “Environmental Matters” contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


We, and our subsidiaries, are defendants in various other legal actions (including proceedings based on alleged exposures to asbestos) incidental to our past and current business activities.  At December 31, 20172019 and 2016,2018, our consolidated balance sheets included liabilities for these legal actions of $24.8$12.4 million and $13.6$15.6 million, respectively.  These liabilities do not include costs associated with legal representation and do not include $8.0 million of insurance recoveries included in receivables, net within the accompanying consolidated balance sheet as of December 31, 2017.representation.  Based on our analysis, and considering the inherent uncertainties associated with litigation, we do not believe that it is reasonably possible that these legal actions will materially and adversely affect our financial position, cash flows or results of operations.


In connection with the Acquisition, DowDuPontOctober 5, 2015 acquisition of Dow’s U.S. Chlor Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses, the prior owner of the businesses retained liabilities relating to the Acquired Business for litigation, releases of hazardous materials and violations of environmental law to the extent arising prior to the Closing Date.October 5, 2015.


Item 4.  MINE SAFETY DISCLOSURES


Not applicable.



PART II


Item 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


As of January 31, 2018,2020, we had 3,9253,566 record holders of our common stock.


Our common stock is traded on the NYSE.NYSE under the “OLN” ticker symbol.


The high and low sales prices of our common stock during each quarterly period in 2017 and 2016 are listed below.  A dividend of $0.20 per common share was paid during each of the four quarters in 20172019 and 2016.2018.

2017 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Market price of common stock per NYSE composite transactions        
High $33.88
 $33.67
 $34.85
 $37.52
Low 25.43
 27.79
 28.45
 33.34
2016        
Market price of common stock per NYSE composite transactions        
High $17.75
 $24.99
 $26.46
 $26.93
Low 12.29
 16.55
 18.24
 19.62


Issuer Purchases of Equity Securities

Period
Total Number of Shares
(or Units) Purchased (1)
Average Price
Paid
per Share (or Unit)
Total Number of Shares
(or Units) Purchased as
Part of Publicly
Announced Plans or
Programs
Maximum Number of
Shares (or Units) that
May Yet Be Purchased
Under the Plans or
Programs
October 1-31, 2017


November 1-30, 2017


December 1-31, 2017


Total
(1)
Period 
Total Number of Shares (or Units) Purchased (1)
 Average Price Paid per Share (or Unit) 
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs(2)
 Maximum Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs 
October 1-31, 2019 1,961,684
 $18.46
 1,961,684
   
November 1-30, 2019 11,000
 18.54
 11,000
   
December 1-31, 2019 
 
 
   
Total       $304,075,829
(1) 


(1)On April 24, 2014, we announced26, 2018, our board of directors authorized a share repurchase program approved by the board of directors for the purchase of up to 8 million shares of common stock that terminated on April 24, 2017.at an aggregate price of up to $500.0 million.  This program will terminate upon the purchase of $500.0 million of our common stock. Through December 31, 2017, 1,937,3432019, 10,072,741 shares had been repurchased at a total value of $195,924,171 and the 6,062,657 shares that$304,075,829 of common stock remained available for purchase under this program have expired. Under the Merger Agreement relating to the Acquisition, we were restricted from repurchasing shares of our common stock prior to the consummation of the merger. For a period of two years subsequent to the Closing Date, we were subject to certain restrictions on our ability to conduct share repurchases.program.


(2)On August 5, 2019, we entered into an accelerated share repurchase (ASR) agreement with Goldman Sachs & Co. LLC, a third-party financial institution, to repurchase $100.0 million of Olin’s common stock. This authorization was granted under the April 26, 2018 share repurchase program and reduced the remaining authorized repurchase amount under that program by $100.0 million. In connection with this agreement, we initially received 4,333,694 shares in August 2019. The agreement settled on October 7, 2019 at which time we received 1,414,520 additional shares which have been included in the October 2019 share repurchase total and resulted in a total of 5,748,214 shares repurchased under this ASR agreement.


Performance Graph


This graph compares the total shareholder return on our common stock with the cumulative total return of the Standard & Poor’s 1000 Index (the S&P 1000 Index) and our current peer group of four companies comprised of: Huntsman, Trinseo S.A., Oxy and Westlake (collectively, the Peer Group).



COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Among Olin Corporation, the S&P 1000 Index,
and the Peer Group

oln-2019fiveyearperfgraph.jpg
 12/14
12/15
12/16
12/17
12/18
12/19
Olin Corporation100
78
121
173
101
90
S&P 1000 Index100
98
120
138
124
155
Peer Group100
86
98
120
95
78
Copyright© 2020 Standard & Poor’s, a division of S&P Global. All rights reserved.

Data is for the five-year period from December 31, 20122014 through December 31, 2017.2019.  The cumulative return includes reinvestment of dividends.  The Peer Group is weighted in accordance with market capitalization (closing stock price multiplied by the number of shares outstanding) as of the beginning of each of the five years covered by the performance graph.  We calculated the weighted return for each year by multiplying (a) the percentage that each corporation’s market capitalization represented of the total market capitalization for all corporations in the Peer Group for such year by (b) the total shareholder return for that corporation for such year.



Item 6.  SELECTED FINANCIAL DATA


FIVE-YEAR SUMMARY
 2017 2016 2015 2014 2013 2019 2018 2017 2016 2015
Operations ($ and shares in millions, except per share data) ($ and shares in millions, except per share data)
Sales $6,268
 $5,551
 $2,854
 $2,241
 $2,515
 $6,110
 $6,946
 $6,268
 $5,551
 $2,854
Cost of goods sold 5,540
 4,924
 2,487
 1,853
 2,034
 5,439
 5,822
 5,555
 4,945
 2,499
Selling and administration 350
 323
 186
 166
 190
 417
 431
 369
 347
 201
Restructuring charges 38
 113
 3
 16
 6
 76
 22
 38
 113
 3
Acquisition-related costs 13
 49
 123
 4
 
 
 1
 13
 49
 76
Other operating income 3
 11
 46
 2
 1
 
 6
 3
 11
 46
Earnings of non-consolidated affiliates 2
 2
 2
 2
 3
Earnings (losses) of non-consolidated affiliates 
 (20) 2
 2
 2
Interest expense 217
 192
 97
 44
 39
 243
 243
 217
 192
 97
Interest income and other income (expense), net 2
 3
 1
 1
 
Income (loss) before taxes from continuing operations 117
 (34) 7
 163

250
Interest income and other income 12
 2
 2
 3
 1
Non-operating pension income (expense) 16
 22
 34
 45
 (20)
Income (loss) before taxes (37) 437
 117
 (34)
7
Income tax (benefit) provision (432) (30) 8
 58
 71
 (26) 109
 (432) (30) 8
Income (loss) from continuing operations 549
 (4) (1) 105
 179
Discontinued operations, net 
 
 
 1
 
Net income (loss) $549
 $(4) $(1) $106
 $179
Net (loss) income $(11) $328
 $549
 $(4) $(1)
Financial position                    
Cash and cash equivalents and restricted cash $218
 $185
 $392
 $257
 $312
Cash and cash equivalents $221
 $179
 $218
 $185
 $392
Working capital, excluding cash and cash equivalents 527
 439
 395
 182
 125
 411
 410
 527
 439
 395
Property, plant and equipment, net 3,576
 3,705
 3,953
 931
 988
 3,324
 3,482
 3,576
 3,705
 3,953
Total assets 9,218
 8,763
 9,289
 2,689
 2,790
 9,188
 8,997
 9,218
 8,763
 9,289
Capitalization:                    
Short-term debt 1
 81
 205
 16
 13
 2
 126
 1
 81
 205
Long-term debt 3,611
 3,537
 3,644
 650
 665
 3,339
 3,104
 3,611
 3,537
 3,644
Shareholders’ equity 2,754
 2,273
 2,419
 1,013
 1,101
 2,418
 2,832
 2,754
 2,273
 2,419
Total capitalization $6,366
 $5,891
 $6,268
 $1,679
 $1,779
 $5,759
 $6,062
 $6,366
 $5,891
 $6,268
Per share data                    
Basic:          
Continuing operations $3.31
 $(0.02) $(0.01) $1.33
 $2.24
Discontinued operations, net 
 
 
 0.01
 
Net income (loss) $3.31
 $(0.02) $(0.01) $1.34
 $2.24
Diluted:          
Continuing operations $3.26
 $(0.02) $(0.01) $1.32
 $2.21
Discontinued operations, net 
 
 
 0.01
 
Net income (loss) $3.26
 $(0.02) $(0.01) $1.33
 $2.21
Common Cash Dividends 0.80
 0.80
 0.80
 0.80
 0.80
Market price of common stock:          
High $37.52
 $26.93
 $34.34
 $29.28
 $29.52
Low 25.43
 12.29
 15.73
 20.43
 21.29
Year-end 35.58
 25.61
 17.26
 22.77
 28.85
Net (loss) income:          
Basic $(0.07) $1.97
 $3.31
 $(0.02) $(0.01)
Diluted $(0.07) $1.95
 $3.26
 $(0.02) $(0.01)
Common cash dividends $0.80
 $0.80
 $0.80
 $0.80
 $0.80
Other                    
Capital expenditures $294
 $278
 $131
 $72
 $91
 $386
 $385
 $294
 $278
 $131
Depreciation and amortization 559
 534
 229
 139
 135
 597
 601
 559
 534
 229
Common dividends paid 133
 132
 80
 63
 64
 129
 134
 133
 132
 80
Repurchases of common stock 
 
 
 65
 36
 146
 50
 
 
 
Current ratio 1.8
 1.7
 1.7
 2.2
 2.1
 1.6
 1.5
 1.8
 1.7
 1.7
Total debt to total capitalization 56.7 % 61.4% 61.4% 39.7% 38.1% 58.0% 53.3% 56.7 % 61.4% 61.4%
Effective tax rate (368.9)% 88.6% 120.9% 35.5% 28.6% 69.4% 25.0% (368.9)% 88.6% 120.9%
Average common shares outstanding - diluted 168.5
 165.2
 103.4
 79.7
 80.9
 162.3
 168.4
 168.5
 165.2
 103.4
Shareholders 3,900
 4,200
 4,500
 3,600
 3,900
 3,500
 3,700
 3,900
 4,200
 4,500
Employees 6,400
 6,400
 6,200
 3,900
 4,100
 6,500
 6,500
 6,400
 6,400
 6,200


SinceOn October 5, 2015 (the Closing Date), we acquired from Dow its U.S. Chlor Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses (collectively, the Acquired Business) using a Reverse Morris Trust Structure (collectively, the Acquisition). Since the Closing Date, our Selected Financial Data reflects the operating results of the Acquired Business.

Item 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


BUSINESS BACKGROUND


We are a leading vertically-integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. Our operations are concentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester.  All of our business segments are capital intensive manufacturing businesses.  Chlor Alkali Products and Vinyls operating rates are closely tied to the general economy.  Each segment has a commodity element to it, and therefore, our ability to influence pricing is quite limited on the portion of the segment’s business that is strictly commodity.  


Our Chlor Alkali Products and Vinyls segment is a commodity business where all supplier products are similar and price is the major supplier selection criterion.  We have little or no ability to influence prices in the large, global commodity markets.  Our Chlor Alkali Products and Vinyls segment produces some of the most widely used chemicals in the world that can be upgraded into a wide variety of downstream chemical products used in many end-markets. Cyclical price swings, driven by changes in supply/demand, can be abrupt and significant and, given capacity in our Chlor Alkali Products and Vinyls segment, can lead to very significant changes in our overall profitability.  


The Epoxy segment consumes products manufactured by the Chlor Alkali Products and Vinyls segment. The Epoxy segment’s upstream and midstream products are predominately commodity markets. We have little or no ability to influence prices in these large, global commodity markets.  While competitive differentiation exists through downstream customization and product development opportunities, pricing is extremely competitive with a broad range of competitors across the globe.


Winchester also has a commodity element to its business, but a majority of Winchester ammunition is sold as a branded consumer product where there are opportunities to differentiate certain offerings through innovative new product development and enhanced product performance.  While competitive pricing versus other branded ammunition products is important, it is not the only factor in product selection.


RECENT DEVELOPMENTS AND HIGHLIGHTS


20172019 Overview


As a resultNet loss was $11.3 million for the year ended December 31, 2019 compared to net income of flooding$327.9 million for 2018. The decrease in results from Hurricane Harvey, Olinthe prior year was forced to reduce production at its Freeport, Texas facility from late August through mid-Octoberprimarily due to logistics constraints, customer outages and raw material availability. Other Olin plants that supply customers in Texas were also impacted by Hurricane Harvey. Olin’s 2017 results were reduced by $54.7 million associated with Hurricane Harvey representing incremental costs to continue operations, unabsorbed fixed manufacturing costs and reduced profits from lost sales.lower Chlor Alkali Products and Vinyls 2017 segment earnings were reduced by $27.0results, non-cash restructuring charges of $58.9 million, the 2018 pretax insurance recoveries of $111.0 million for environmental costs incurred and Epoxy 2017 segment earnings were reduced by $27.7 millionexpensed in prior years and increased costs associated with Hurricane Harvey.

the Information Technology Project. In 2017, we began a multi-year implementation of new enterprise resource planning, manufacturing and engineering systems, and related infrastructure (collectively, the Information Technology Project).

On December 11, 2019, we announced that we had made the decision to permanently close a chlor alkali plant with a capacity of 230,000 tons and our Vinylidene Chloride (VDC) production facility, both in Freeport, TX.  These closures are expected to be completed before the end of 2020.  For the year ended December 31, 2019, we recorded pretax restructuring charges of $58.9 million for the impairment of equipment and facilities related to these actions.

Chlor Alkali Products and Vinyls generated segment income of $405.8$336.7 million for 2019 compared to $224.9$637.1 million for 2016.2018. Chlor Alkali Products and Vinyls segment income was higherlower than in the prior year due to higher product prices of $385.5 million, primarily due to lower caustic soda pricing partially offset by lower raw material and increased volumes. Partially offsetting these increases were higher costs from turnarounds and outages and electricity costs, primarily driven by natural gas prices. Chlor Alkali Products and Vinyls segment results wereoperating costs. The year ended December 31, 2019 also negatively impacted by Hurricane Harvey.included lower maintenance turnaround costs. Chlor Alkali Products and Vinyls segment income included depreciation and amortization expense of $432.2$470.4 million and $418.1$473.1 million in 20172019 and 2016,2018, respectively.


Caustic soda price indices increased since April 2016 and created positive product price momentum entering 2017. Improved supply and demand dynamics in 2017 resulted in additional price increases throughout 2017. During 2017,2018, North America caustic soda price contract indices increased $140$40 per ton andwhile the caustic soda export price index increasedindices decreased approximately $260$270 per metric ton. During November 2017, a2019, North America caustic soda price increase of $100contract indices decreased $90 per ton was announced. Thisand caustic soda export price increase is in the process of being implemented and while the extent to which this price increase is achieved is uncertain, the majority of the benefits, if realized, would impact first and second quarters 2018 results.indices decreased $160 per metric ton.


In 2017, Epoxy generated segment loss of $11.8 million compared toreported segment income of $15.4$53.9 million for 2016.2019 compared to $52.8 million for 2018.  Epoxy segment results are lowerincome was higher than in the prior year period primarily due to increasedlower maintenance costs and unabsorbed fixed manufacturing costs associated with maintenance turnarounds and lower raw material costs, primarily benzene and propylene, partiallysubstantially offset by higherlower product prices and increased volumes. Epoxy segment results were also negatively impacted by Hurricane Harvey.prices. Epoxy segment income included depreciation and amortization expense of $94.3$100.1 million and $90.0$102.4 million in 20172019 and 2016,2018, respectively.


Winchester reported segment income of $72.4$40.1 million for 20172019 compared to $120.9$38.4 million for 2016.2018.  Winchester segment income declined fromwas higher than in the prior year primarily due to ahigher sales volumes and lower level of commercial demand for shotshell, pistol and rifle ammunition, a less favorable product mix and increasedcosts, primarily commodity and other material costs, partially offset by increased shipments to military customers and law enforcement agencies.lower product prices. Winchester segment income included depreciation and amortization expense of $19.5$20.1 million and $18.5$20.0 million in 20172019 and 2016,2018, respectively.


The U.S. Tax Cuts and Jobs Act (the 2017 Tax Act) was enacted on December 22, 2017 and included a broad range of provisions impacting the taxation of businesses. Included within the provisions, the 2017 Tax Act reduces the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on unremitted earnings of foreign subsidiaries that were previously tax deferred and transitions the U.S. from a worldwide tax system to a modified territorial tax system. In connection withOn January 1, 2019, we sold our initial analysis of the 2017 Tax Act, we recognized a provisional deferred tax benefit of $437.99.1% limited partnership interest in Bay Gas for $20.0 million. The impactsale closed on February 7, 2019 which resulted in a pretax gain of approximately $11.2 million for the 2017 Tax Act includes: (1) a provisional $315.8 million deferred tax benefit to reflect the reduction of the U.S. corporate tax rate from 35% to 21% and (2) a provisional $122.1 million deferred tax benefit to reflect an estimated reduction of $162.6 million in our deferred tax liability on unremitted foreign earnings partially offset by an estimate of the one-time transition tax of $40.5 million. We expect to utilize existing U.S. federal net operating loss carryforwards and foreign tax credits to fully offset the cash tax impact of the one-time transition tax liability.

Atyear ended December 31, 2017, we have not completed our accounting for the tax effects of the 2017 Tax Act. The impact of the 2017 Tax Act is expected to require further adjustments in 2018 due to anticipated additional guidance from the U.S. Department of the Treasury, changes in our assumptions, completion of 2017 U.S. and foreign tax returns and further information and interpretations that become available. However, we have made and recorded reasonable estimates of significant items including: (1) the effects on our existing deferred tax balances, (2) the remeasurement of deferred taxes on foreign unremitted earnings and (3) the one-time transition tax. We will make adjustments to these provisional estimates as new information becomes available during the one year measurement period. Our analyses of the 2017 Tax Act will continue throughout 2018 and will be completed when we file all U.S. and foreign tax returns.

Financing

2019. For the year ended December 31, 2017,2018, Chlor Alkali Products and Vinyls recorded a $21.5 million non-cash impairment charge related to an adjustment to the value of our long-term debt repayments, net were $2.4 million, which included $51.6 million under the required quarterly installments of the $1,375.0 million Term Loan Facility and the remaining $12.2 million due under the SunBelt Notes.interest in Bay Gas.


On March 9, 2017, we entered into a new five-year, $1,975.0 million senior credit facility (Senior Credit Facility) consisting of a $600.0 million senior revolving credit facility (Senior Revolving Credit Facility), which replaced our previous $500.0 million senior revolving credit facility, and a $1,375.0 million Term Loan Facility. The Senior Credit Facility will mature in March 2022. On March 9, 2017,July 16, 2019, Olin also issued $500.0$750.0 million aggregate principal amount of 5.125%5.625% senior notes due September 15, 2027 (2027 Notes), which were registered under the Securities Act of 1933, as amended. The proceeds of the Term Loan Facility and the 2027 Notes were used to redeem the remaining balance of the existing $1,350.0 million term loan facility and the $800.0 million Sumitomo term loan facility (Sumitomo Credit Facility).

Subsequent Event

On January 19, 2018, Olin issued $550.0 million aggregate principal amount of 5.00% senior notes due FebruaryAugust 1, 2030 (20302029 (2029 Notes), which were registered under the Securities Act of 1933, as amended. Proceeds from the 20302029 Notes were used to redeem $550.0 millionthe remaining balance of debt under the $1,375.0 million Term Loan Facility. This prepaymentFacility of $493.0 million and $150.0 million of the Receivables Financing Agreement.

On July 16, 2019, Olin also entered into a new five-year, $2,000.0 million senior credit facility (2019 Senior Credit Facility), which replaces the existing $1,975.0 million senior credit facility. The 2019 Senior Credit Facility will mature in July 2024. In December 2019, Olin amended the 2019 Senior Credit Facility which amended the restrictive covenants of the agreement, including expanding the coverage and leverage ratios to be less restrictive over the next two and a half years. The 2019 Senior Credit Facility includes a senior unsecured delayed-draw term loan facility in an aggregate principal amount of up to $1,200.0 million (Delayed Draw Term Loan Facility) and an $800.0 million senior unsecured revolving credit facility (2019 Senior Revolving Credit Facility). The Delayed Draw Term Loan Facility eliminateswill be available on a delayed basis in up to three draws to be made on or prior to November 29, 2020. We expect the required quarterly installments underproceeds from the Delayed Draw Term Loan Facility.Facility will be used to redeem the 9.75% senior notes due 2023 and the 10.00% senior notes due 2025 on or about October 15, 2020.


On September 27, 2019, Winchester was notified that it had been selected by the United States Army to operate and manage the Lake City Plant in Independence, MO. Following a one-year transition period, Winchester will assume full operational control of the Lake City Plant on October 1, 2020. The contract has an initial term of seven years and may be extended by the United States Army for up to three additional years. The contract is expected to increase Winchester’s annual revenue by $450 million to $550 million.


CONSOLIDATED RESULTS OF OPERATIONS
Years ended December 31,Years ended December 31,
2017 2016 20152019 2018 2017
($ in millions, except per share data)($ in millions, except per share data)
Sales$6,268.4
 $5,550.6
 $2,854.4
$6,110.0
 $6,946.1
 $6,268.4
Cost of goods sold5,539.6
 4,923.7
 2,486.8
5,439.2
 5,822.1
 5,554.9
Gross margin728.8
 626.9
 367.6
670.8
 1,124.0
 713.5
Selling and administration350.7
 323.2
 186.3
416.9
 430.6
 369.8
Restructuring charges37.6
 112.9
 2.7
76.5
 21.9
 37.6
Acquisition-related costs12.8
 48.8
 123.4

 1.0
 12.8
Other operating income3.3
 10.6
 45.7
0.4
 6.4
 3.3
Operating income331.0
 152.6
 100.9
177.8
 676.9
 296.6
Earnings of non-consolidated affiliates1.8
 1.7
 1.7
Earnings (losses) of non-consolidated affiliates
 (19.7) 1.8
Interest expense217.4
 191.9
 97.0
243.2
 243.2
 217.4
Interest income1.8
 3.4
 1.1
1.0
 1.6
 1.8
Non-operating pension income16.3
 21.7
 34.4
Other income11.2
 
 
Income (loss) before taxes117.2

(34.2) 6.7
(36.9)
437.3
 117.2
Income tax (benefit) provision(432.3) (30.3) 8.1
(25.6) 109.4
 (432.3)
Net income (loss)$549.5
 $(3.9) $(1.4)
Net income (loss) per common share:     
Net (loss) income$(11.3) $327.9
 $549.5
Net (loss) income per common share:     
Basic$3.31
 $(0.02) $(0.01)$(0.07) $1.97
 $3.31
Diluted$3.26
 $(0.02) $(0.01)$(0.07) $1.95
 $3.26


20172019 Compared to 20162018


Sales for 20172019 were $6,268.4$6,110.0 million compared to $5,550.6$6,946.1 million in 2016,2018, a decrease of $836.1 million, or 12%.  Chlor Alkali Products and Vinyls sales decreased by $566.6 million primarily due to lower caustic soda pricing. Epoxy sales decreased by $278.7 million primarily due to lower product prices and an unfavorable effect of foreign currency translation. Winchester sales increased by $9.2 million primarily due to higher ammunition sales to commercial customers.

Gross margin decreased $453.2 million, or 40%, from 2018. Chlor Alkali Products and Vinyls gross margin decreased by $342.1 million, primarily due to lower caustic soda pricing, partially offset by lower raw material and operating costs. Epoxy gross margin decreased $20.6 million primarily due to lower product prices, partially offset by lower raw material costs, primarily benzene and propylene, and lower maintenance and unabsorbed fixed manufacturing costs associated with maintenance turnarounds. Winchester gross margin increased $1.2 million primarily due to lower costs, partially offset by lower product prices. Gross margin in 2018 was positively impacted by insurance recoveries for environmental costs incurred and expensed in prior periods of $111.0 million. Gross margin as a percentage of sales decreased to 11% in 2019 from 16% in 2018.

Selling and administration expenses in 2019 decreased $13.7 million, or 3%, from 2018. The years ended December 31, 2019 and 2018 included costs associated with the Information Technology Project of $77.0 million and $36.5 million, respectively, an increase of $717.8$40.5 million. More than offsetting this increase were lower legal and legal-related settlement expenses of $19.3 million, primarily due to the legal fees associated with the environmental recovery actions in 2018, lower consulting and contract services of $13.7 million, lower management incentive compensation expense of $10.2 million, which includes mark-to-market adjustments on stock-based compensation expense, and a favorable foreign currency impact of $8.5 million. Selling and administration expenses as a percentage of sales were 7% in 2019 and 6% in 2018.

Restructuring charges in 2019 included $58.9 million of non-cash impairment charges for equipment and facilities associated with the closure of a chlor alkali plant and a VDC production facility, both in Freeport, TX. Restructuring charges in 2019 and 2018 were also associated with the March 2016 closure of 433,000 tons of chlor alkali capacity across three separate locations and the December 2018 decision to permanently close the ammunition assembly operations at our Winchester facility in Geelong, Australia.


Other operating income for the year ended December 31, 2018 included an $8.0 million insurance recovery for a second quarter 2017 business interruption at our Freeport, TX vinyl chloride monomer facility partially offset by a $1.7 million loss on the sale of land.

Earnings (losses) of non-consolidated affiliates for the year ended December 31, 2018 reflect a $21.5 million non-cash impairment charge.

Interest expense for the year ended December 31, 2019 was impacted by a lower level of average debt outstanding partially offset by higher interest rates compared to the year ended December 31, 2018. Interest expense for the years ended December 31, 2019 and 2018 included $17.0 million and $16.0 million, respectively, of accretion expense related to the ethylene payment discount expected to be paid on or about the fourth quarter of 2020. Interest expense was reduced by capitalized interest of $10.8 million and $6.0 million for 2019 and 2018, respectively.

Non-operating pension income includes all components of pension and other postretirement income (costs) other than service costs. Non-operating pension income was lower for the year ended December 31, 2019, primarily due to an increase in Pension Benefit Guaranty Corporation fees associated with our domestic qualified defined benefit pension plan.

The effective tax rate for 2019 included benefits associated with the finalization of the Internal Revenue Service (IRS) review of years 2013 to 2015 U.S. income tax claims, stock-based compensation, prior year tax positions, foreign tax law changes, a remeasurement of deferred taxes due to a decrease in our state effective tax rates and a change in tax contingencies. The effective tax rate also included expenses associated with a net increase in the valuation allowance primarily related to foreign deferred tax assets and liabilities. These factors resulted in a net $19.4 million tax benefit. After giving consideration to these items, the effective tax rate for 2019 of 16.8% was lower than the 21% U.S. federal statutory rate primarily due to state taxes and a net increase in the valuation allowance related to losses in foreign jurisdictions, partially offset by foreign income taxes and favorable permanent salt depletion deductions. The effective tax rate for 2018 included benefits associated with the U.S. Tax Cuts & Jobs Act (2017 Tax Act), stock-based compensation, changes in tax contingencies, a foreign dividend payment, changes associated with prior year tax positions and the remeasurement of deferred taxes due to a decrease in our state effective tax rates. The effective tax rate also included expenses associated with a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions and the remeasurement of deferred taxes due to changes in our foreign tax rates. These factors resulted in a net $2.9 million tax benefit, of which $3.8 million related to the increase of the 2017 Tax Act benefit. After giving consideration to these items, the effective tax rate for 2018 of 25.7% was higher than the 21% U.S. federal statutory rate primarily due to state and foreign income taxes, foreign income inclusions and a net increase in the valuation allowance related to current year losses in foreign jurisdictions, partially offset by favorable permanent salt depletion deductions.

2018 Compared to 2017

Sales for 2018 were $6,946.1 million compared to $6,268.4 million in 2017, an increase of $677.7 million, or 13%11%.  Chlor Alkali Products and Vinyls sales increased by $501.5$485.9 million primarily due to higherincreased pricing for caustic soda, EDC, chlorine and EDCother chlorine-derivatives, partially offset by lower caustic soda volumes and a less favorable product prices and increased volumes.mix. Epoxy sales increased by $264.4$216.7 million primarily due to higher product prices, partially offset by lower volumes and a less favorable product mix. Winchester sales decreased by $24.9 million primarily due to lower sales to commercial customers, partially offset by higher sales to military customers and law enforcement agencies.

Gross margin increased $410.5 million, or 58%, from 2017. Gross margin was positively impacted by insurance recoveries for environmental costs incurred and expensed in prior periods of $111.0 million. Chlor Alkali Products and Vinyls gross margin increased by $263.8 million, primarily due to higher product pricing partially offset by increased costs, lower caustic soda volumes and a less favorable product mix. Epoxy gross margin increased $78.3 million primarily due to higher product prices partially offset by increased raw material costs, primarily benzene and propylene. Epoxy gross margin was also negatively impacted by the cost of an approximately two-month planned maintenance turnaround at our production facilities in Freeport, TX, which also reduced volumes. Both Chlor Alkali Products and Vinyls and Epoxy sales volumes2017 gross margins were negatively impacted by Hurricane Harvey. Winchester sales decreased by $48.1 million primarily dueincremental costs to decreased shipments to commercial customers, partially offset by increased shipments to military customerscontinue operations and law enforcement agencies.

Gross margin increased $101.9 million, or 16%, from 2016. Chlor Alkali Products and Vinyls gross margin increased by $183.6 million, primarily due to higher caustic soda and EDC product prices and increased volumes. Partially offsetting these increases were higher electricity costs, primarily driven by higher natural gas prices, compared to 2016. Epoxy gross margin decreased $26.6 million primarily due to increased raw material costs, primarily benzene and propylene, partially offset by higher product prices and increased volumes. Both Chlor Alkali Products and Vinyls and Epoxy gross margins were also negatively impacted by higher maintenance costs, unabsorbed fixed manufacturing costs and reduced profit from lost sales associated with turnarounds and outages and Hurricane Harvey. Winchester gross margin decreased $52.9$34.0 million primarily due to increased commodity and other material costs, lower commercial sales volumes and a less favorable product mix and increased commodity and other material costs.lower selling prices. Gross margin as a percentage of sales increased to 12%16% in 20172018 from 11% in 2016.2017.


Selling and administration expenses in 20172018 increased $27.5$60.8 million, or 9%16%, from 2016.2017. The increase was primarily due to higher consulting and contract services of $10.5 million, which include transition service fees, and higher stock-based compensation expense of $8.2 million, which includes mark-to-market adjustments. Selling and administration expenses for 2017 also included costs associated with the Information Technology Project of $5.3 million.$31.2 million, higher legal and legal-related settlement expenses of $15.6 million, primarily associated with environmental recovery actions, increased incentive compensation expense of $11.6 million, an unfavorable foreign currency impact of $10.9 million and higher consulting and contract services of $10.4 million, which include transition service fees from Dow. These increased costs were partially offset by lower stock-based compensation expense of $15.0 million, which includes mark-to-market adjustments. Selling and administration expenses as a percentage of sales were 6% in both 20172018 and 2016.2017.


Restructuring charges in 20172018 and 20162017 were primarily associated with the March 2016 closure of 433,000 tons of chlor alkali capacity across three separate locations. For the year ended December 31, 2016, $76.6 million of these charges were non-cash asset impairment charges for equipment and facilities. Restructuring charges for the years ended December 31, 2017 and 2016in 2018 were also associated with a December 2018 decision to permanently closing a portion ofclose the Becancour, Canada chlor alkaliammunition assembly operations at our Winchester facility in 2014 and the relocation of our Winchester centerfire ammunition manufacturing operations from East Alton, IL to Oxford, MS which was completed during 2016.Geelong, Australia.



Acquisition-related costs for the years ended December 31, 20172018 and 20162017 were related to the integration of the Acquired Business, and consisted of advisory, legal, accounting and other professional fees.


Other operating income infor the year ended December 31, 2018 included an $8.0 million insurance recovery for a second quarter 2017 business interruption at our Freeport, TX vinyl chloride monomer facility partially offset by a $1.7 million loss on the sale of land. Other operating income for the year ended December 31, 2017 included a gain of $3.3 million from the sale of a former manufacturing facility. Other operating income in 2016 included an $11.0

Earnings (losses) of non-consolidated affiliates decreased by $21.5 million insurance recovery for property damage and business interruption related tothe year ended December 31, 2018, which reflect a 2008 chlor alkali facility incident.$21.5 million non-cash impairment charge recorded during 2018.


Interest expense increased by $25.5$25.8 million in 2017for the year ended December 31, 2018 primarily due to higher interest rates $3.9and an increase of $12.1 million of accretion expense related to the 2020 ethylene payment discount expected to be paid on or about the fourth quarter of 2020, partially offset by a lower level of debt outstanding for the year ended December 31, 2018 compared to 2017.

Non-operating pension income includes all components of pension and other postretirement income (costs) other than service costs. Non-operating pension income was lower for the write-offyear ended December 31, 2018, primarily due to an increase in the amortization of unamortized deferred debt issuance costs of $2.7 millionactuarial losses and higher Pension Benefit Guaranty Corporation fees associated with the redemption of the Sumitomo Credit Facility and the $1,850.0 million senior credit facility.our domestic qualified defined benefit pension plan.


The effective tax rate for 2017 was favorably impacted by (1)2018 included benefits associated with the 2017 Tax Act, (2)stock-based compensation, changes in tax contingencies, a foreign dividend payment, changes associated with prior year tax positions and the remeasurement of deferred taxes due to a decrease in our state effective tax rates. The effective tax rate also included expenses associated with a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions and the remeasurement of deferred taxes due to changes in our foreign tax rates. These factors resulted in a net $2.9 million tax benefit, of which $3.8 million related to the increase of the 2017 Tax Act benefit. After giving consideration to these items, the effective tax rate for 2018 of 25.7% was higher than the 21% U.S. federal statutory rate primarily due to state and foreign income taxes, foreign income inclusions and a net increase in the valuation allowance related to current year losses in foreign jurisdictions, partially offset by favorable permanent salt depletion deductions. The effective tax rate for 2017 included benefits associated with the 2017 Tax Act, an agreement with the Internal Revenue Service on prior period tax examinations, (3) stock based compensation, (4) U.S. federal tax credits, (5) changes to prior year tax positions and (6) a reduction to the deferred tax liability on unremitted foreign earnings. The effective tax rate was also unfavorably impacted byincluded an expense associated with a net increase in the valuation allowance, primarily related to foreign net operating losses and remeasurement of deferred taxes due to an increase in our state effective tax rates. These factors resulted in a net $452.3 million tax benefit, of which $437.9 million was a provisional benefit from the 2017 Tax Act. After giving consideration to these items, the effective tax rate for 2017 of 17.1% was lower than the 35% U.S. federal statutory rate, primarily due to favorable permanent salt depletion deductions. The effective tax rate for 2016 was favorably impacted by return to provision adjustments, primarily related to salt depletion and non-deductible acquisition costs, and the remeasurement of deferred taxes due to a decrease in our state effective tax rates. The effective tax rate was also unfavorably impacted by a change in prior year uncertain tax positions. These factors resulted in a net $3.9 million tax benefit. After giving consideration to these items, the effective tax rate for 2016 of 77.2% was higher than the 35% U.S. federal statutory rate, primarily due to favorable permanent salt depletion deductions in combination with a pretax loss.


2016 Compared to 2015

Sales for 2016 were $5,550.6 million compared to $2,854.4 million in 2015, an increase of $2,696.2 million, or 94%.  The sales increase was primarily due to the inclusion of a full year of the Acquired Business of $2,735.1 million. Chlor Alkali Products and Vinyls sales generated from legacy businesses decreased $56.8 million due to lower product prices and volumes. The lower volumes were primarily due to hydrochloric acid and potassium hydroxide volumes, partially offset by increased chlorine and caustic soda volumes. The lower product prices were primarily due to caustic soda, hydrochloric acid and potassium hydroxide prices, partially offset by increased chlorine prices. Winchester sales increased by $17.9 million from 2015 due to increased shipments to commercial customers and law enforcement agencies, partially offset by decreased shipments to industrial and military customers.

Gross margin increased $259.3 million, or 71%, from 2015 primarily due to the inclusion of a full year of the Acquired Business of $264.2 million which includes the fourth quarter of 2015 impact of additional costs of goods sold related to the fair value adjustment related to the purchase accounting for inventory of $24.0 million. Chlor Alkali Products and Vinyls gross margin generated from legacy businesses decreased $16.1 million primarily due to lower product prices and insurance recoveries recognized in 2015, partially offset by lower freight costs, primarily driven by the realization of synergies. The insurance recoveries represented reimbursement of costs incurred and expensed in prior periods, primarily related to the portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014. Winchester gross margin increased $7.6 million primarily due to lower commodity and other material costs and increased volumes, partially offset by lower product prices and higher operating costs. Gross margin was also impacted by lower environmental costs of $6.5 million. Gross margin as a percentage of sales decreased to 11% in 2016 from 13% in 2015.

Selling and administration expenses in 2016 increased $136.9 million, or 73%, from 2015, primarily due to the inclusion of a full year of the Acquired Business’s selling and administration costs of $100.6 million, increased consulting fees of $11.6 million, increased legal and legal-related settlement expenses of $7.3 million, increased stock-based compensation expense of $6.8 million, which includes mark-to-market adjustments, and increased non-income tax expense of $4.0 million. Selling and administration expenses as a percentage of sales were 6% in 2016 and 7% in 2015.

Restructuring charges in 2016 of $112.9 million were primarily associated with the March 2016 closure of 433,000 tons of chlor alkali capacity across three separate locations, of which $76.6 million were non-cash asset impairment charges. Restructuring charges for 2016 and 2015 were also associated with permanently closing a portion of the Becancour, Canada chlor alkali facility in 2014 and the relocation of our Winchester centerfire ammunition manufacturing operations from East Alton, IL to Oxford, MS which was completed during 2016.


Acquisition-related costs for the years ended December 31, 2016 and 2015 were associated with the integration of the Acquired Business, and consisted of advisory, legal, accounting and other professional fees. For the year ended December 31, 2015, acquisition-related costs also included $47.1 million of costs incurred as a result of the change in control, which created a mandatory acceleration of expenses under deferred compensation plans.

Other operating income in 2016 included an $11.0 million insurance recovery for property damage and business interruption related to a 2008 chlor alkali facility incident. Other operating income in 2015 included insurance recoveries for property damage and business interruption of $42.3 million related to the portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014 and $3.7 million related to the McIntosh, AL chlor alkali facility.

Interest expense increased by $94.9 million in 2016 due to a higher level of debt outstanding due to the financing of the Acquisition and higher interest rates. These increases were partially offset by acquisition financing expenses incurred in 2015 of $30.5 million primarily for the Bridge Financing associated with the Acquisition.

The effective tax rate for 2016 was favorably impacted by return to provision adjustments, primarily related to salt depletion and non-deductible acquisition costs, and the remeasurement of deferred taxes due to a decrease in our state effective tax rates. The effective tax rate was also unfavorably impacted by a change in prior year uncertain tax positions. These factors resulted in a net $3.9 million tax benefit. After giving consideration to these items, the effective tax rate for 2016 of 77.2% was higher than the 35% U.S. federal statutory rate, primarily due to favorable permanent salt depletion deductions in combination with a pretax loss. The effective tax rate for 2015 was unfavorably impacted by non-deductible acquisition costs which was partially offset by a benefit for salt depletion deductions. The net impact of these factors was a net $6.3 million tax expense. After giving consideration to these items, the effective tax rate for 2015 of 26.9% was lower than the 35% U.S. federal statutory rate, primarily due to favorable permanent tax deduction items, such as the domestic manufacturing deduction and tax deductible dividends paid to the Contributing Employee Ownership Plan.


SEGMENT RESULTS


We define segment results as income (loss) before interest expense, interest income, other operating income (expense), non-operating pension income, other income (expense) and income taxes, and includeincludes the operating results of non-consolidated affiliates.  Consistent with the guidance in ASC 280 “Segment Reporting,” we have determined it is appropriate to include the operating results of non-consolidated affiliates in the relevant segment financial results. We have three operating segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. The three operating segments reflect the organization used by our management for purposes of allocating resources and assessing performance. Chlorine used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment. Sales and profits are recognized in the Chlor Alkali Products and Vinyls segment for all caustic soda generated and sold by Olin.
 
Years ended December 31,Years ended December 31,
2017 2016 20152019 2018 2017
Sales:($ in millions)($ in millions)
Chlor Alkali Products and Vinyls$3,500.8
 $2,999.3
 $1,713.4
$3,420.1
 $3,986.7
 $3,500.8
Epoxy2,086.4
 1,822.0
 429.6
2,024.4
 2,303.1
 2,086.4
Winchester681.2
 729.3
 711.4
665.5
 656.3
 681.2
Total sales$6,268.4
 $5,550.6
 $2,854.4
$6,110.0
 $6,946.1
 $6,268.4
Income (loss) before taxes:          
Chlor Alkali Products and Vinyls(1)
$405.8
 $224.9
 $115.5
$336.7
 $637.1
 $405.8
Epoxy(11.8) 15.4
 (7.5)53.9
 52.8
 (11.8)
Winchester72.4
 120.9
 115.6
40.1
 38.4
 72.4
Corporate/Other:          
Pension income(2)
42.7
 53.6
 35.2
Environmental expense(8.5) (9.2) (15.7)
Environmental (expense) income (2)
(20.5) 103.7
 (8.5)
Other corporate and unallocated costs(3)
(120.7) (100.2) (60.1)(156.3) (158.3) (112.4)
Restructuring charges(4)
(37.6) (112.9) (2.7)(76.5) (21.9) (37.6)
Acquisition-related costs(5)
(12.8) (48.8) (123.4)
 (1.0) (12.8)
Other operating income(6)
3.3
 10.6
 45.7
0.4
 6.4
 3.3
Interest expense(7)
(217.4) (191.9) (97.0)(243.2) (243.2) (217.4)
Interest income1.8
 3.4
 1.1
1.0
 1.6
 1.8
Non-operating pension income(8)
16.3
 21.7
 34.4
Other income(9)
11.2
 
 
Income (loss) before taxes$117.2
 $(34.2) $6.7
$(36.9) $437.3
 $117.2


(1)Earnings (losses) of non-consolidated affiliates are included in the Chlor Alkali Products and Vinyls segment results consistent with management’s monitoring of the operating segment.  The losses of non-consolidated affiliates were $19.7 million for the year ended December 31, 2018, which reflect a $21.5 million non-cash impairment charge recorded during 2018. The earnings fromof non-consolidated affiliates were $1.8 million for the year ended December 31, 2017 and $1.7 million for both the years ended December 31, 2016 and 2015.2017. 


(2)The service costEnvironmental (expense) income for the year ended December 31, 2019 included $4.8 million of an environmental insurance-related settlement gain. Environmental (expense) income for the year ended December 31, 2018 included pre-tax insurance recoveries for environmental costs incurred and the amortizationexpensed in prior periods of prior service cost components of pension expense related to the employees of the operating segments are allocated to the operating segments based on their respective estimated census data.  All other components of pension costs are$111.0 million.  Environmental (expense) income is included in corporate/other and include items such ascost of goods sold in the expected return on plan assets, interest cost and recognized actuarial gains and losses.consolidated statements of operations.


(3)Other corporate and unallocated costs for the yearyears ended December 31, 2019, 2018 and 2017 included costs associated with the implementation of the Information Technology Project of $77.0 million, $36.5 million and $5.3 million.million, respectively.


(4)Restructuring charges for the yearsyear ended December 31, 20172019 included $58.9 million of non-cash impairment charges for equipment and 2016 were primarilyfacilities associated with the March 2016 closure of 433,000 tons ofa chlor alkali capacity across three separate locations. Forplant and a VDC production facility, both in Freeport, TX. Restructuring charges for the year ended December 31, 2016, $76.6 million of these charges were non-cash asset impairment charges for equipment2019 and facilities.2018 included costs associated with permanently closing the ammunition assembly operations at our Geelong, Australia facility in December 2018. Restructuring charges for the years ended December 31, 2017, 20162019, 2018 and 20152017 also included costs associated with the relocation of our Winchester centerfire ammunition manufacturing operations from East Alton, IL to Oxford, MS which was completed during 2016 and permanently closing a portion of the Becancour, Canada chlor alkali facility in 2014.

March 2016 closure of 433,000 tons of chlor alkali capacity across three separate locations and permanently closing a portion of the Becancour, Canada chlor alkali facility in 2014.

(5)Acquisition-related costs for the years ended December 31, 2017, 20162018 and 20152017 were related to the integration of the Acquired Business and consisted of advisory, legal, accounting and other professional fees. For the year ended

December 31, 2015 acquisition-related costs also included $47.1 million of costs incurred as a result of the change in control, which created a mandatory acceleration of expenses under deferred compensation plans.


(6)Other operating income for the year ended December 31, 2018 included an $8.0 million insurance recovery for a second quarter 2017 business interruption at our Freeport, TX vinyl chloride monomer facility partially offset by a $1.7 million loss on the sale of land. Other operating income for the year ended December 31, 2017 included a gain of $3.3 million from the sale of a former manufacturing facility. Other operating income for the year ended December 31, 2016 included an $11.0 million insurance recovery for property damage and business interruption related to a 2008 chlor alkali facility incident. Other operating income for the year ended December 31, 2015 included insurance recoveries for property damage and business interruption of $42.3 million related to the portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014 and $3.7 million related to the McIntosh, AL chlor alkali facility.


(7)Interest expense for the yearyears ended December 31, 2019, 2018 and 2017 included $17.0 million, $16.0 million and $3.9 million, respectively, of accretion expense related to the 2020 ethylene payment discount.discount expected to be paid on or about the fourth quarter of 2020. Interest expense was reduced by capitalized interest of $3.0$10.8 million, $1.9$6.0 million and $1.1$3.0 million for the years ended December 31, 2019, 2018 and 2017, 2016respectively.

(8)Non-operating pension income reflects the adoption of ASU 2017-07 and 2015, respectively. Interest expenseincludes all components of pension and other postretirement income (costs) other than service costs, which are allocated to the operating segments based on their respective estimated census data. Operating segment results for 2017 have been restated to reflect this accounting change.

(9)Other income for the year ended December 31, 20152019 included acquisition financing expensesa gain of $30.5 million.$11.2 million on the sale of our equity interest in a non-consolidated affiliate.


Chlor Alkali Products and Vinyls


20172019 Compared to 20162018


Chlor Alkali Products and Vinyls sales for 20172019 were $3,500.8$3,420.1 million compared to $2,999.3$3,986.7 million for 2016, an increase2018, a decrease of $501.5$566.6 million, or 17%14%.  The sales increasedecrease was primarily due to higherlower product prices ($385.5 million) and increased volumes ($116.0 million). The higher product prices and increased volumes werepricing, primarily related to caustic soda, and EDC. Chlor Alkali Products and Vinyls sales volumes were negatively impacted by Hurricane Harvey.lower volumes.


Chlor Alkali Products and Vinyls generated segment income of $405.8$336.7 million for 20172019 compared to $224.9$637.1 million for 2016, an increase2018, a decrease of $180.9$300.4 million, or 80%47%.  The decrease in Chlor Alkali Products and Vinyls segment income was higher due to higher product prices ($385.5 million) and increased volumes and a more favorable product mix ($8.7 million). The higher product prices and increased volumes were primarily related to caustic soda and EDC. These increases were partially offset by higher maintenance costs, unabsorbed fixed manufacturing costs and reduced profit from lost sales associated with turnarounds and outages ($102.5 million) and incremental costs to continue operations, unabsorbed fixed manufacturing costs and reduced profit from lost sales associated with Hurricane Harvey ($27.0 million). Electricity costs, primarily driven by higher natural gas prices ($51.6 million), and operating costs ($32.2 million) were also higher compared to 2016. Chlor Alkali Products and Vinyls segment income included depreciation and amortization expense of $432.2 million and $418.1 million in 2017 and 2016, respectively.

2016 Compared to 2015

Chlor Alkali Products and Vinyls sales for 2016 were $2,999.3 million compared to $1,713.4 million for 2015, an increase of $1,285.9 million, or 75%.  Sales of the Acquired Chlor Alkali Business were $1,715.7 million compared to $373.0 million for 2015, an increase of $1,342.7 million, which was primarily due to the inclusion of a full year of the Acquired Chlor Alkali Business. Chlor Alkali Products and Vinyls sales generated from legacy businesses decreased $56.8 million from 2015. The decrease was primarily due to lower product prices ($35.3449.4 million), primarily caustic soda, and lower volumes ($53.0 million), partially offset by lower raw material and operating costs ($138.1 million) and lower volumesmaintenance turnaround costs ($21.5 million). The lower product prices were primarily due to caustic soda, hydrochloric acid and potassium hydroxide prices, partially offset by increased chlorine prices. The lower volumes were primarily due to hydrochloric acid and potassium hydroxide volumes, partially offset by increased chlorine and caustic soda volumes.

Chlor Alkali Products and Vinyls generated segment income of $224.9 million for 2016 compared to $115.5 million for 2015, an increase of $109.4 million, or 95%.  Chlor Alkali Products and Vinyls segment income was higher primarily due to the inclusion of a full year of the Acquired Chlor Alkali Business ($127.2 million) which included the fourth quarter of 2015 impact of additional costs of goods sold related to the fair value adjustment related to the purchase accounting for inventory ($6.742.4 million). Chlor Alkali Products and Vinyls 2018 segment income generated from legacy businesses decreased $17.8 million primarily due to lower product priceswas also negatively impacted by a non-cash impairment charge associated with our investment in a non-consolidated affiliate ($35.3 million), insurance recoveries recognized in 2015 ($11.4 million), and lower volumes ($0.3 million). The lower product prices were primarily due to caustic soda, hydrochloric acid and potassium hydroxide prices, partially offset by increased chlorine prices. The insurance recoveries represented reimbursement of costs incurred and expensed in prior periods, primarily related to the portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014. These decreases were partially offset by lower freight costs, primarily driven by the realization of synergies ($24.2 million) and lower operating and material costs ($5.021.5 million). Chlor Alkali Products and Vinyls segment income included depreciation and amortization expense of $418.1$470.4 million and $186.1$473.1 million in 20162019 and 2015,2018, respectively.

2018 Compared to 2017

Chlor Alkali Products and Vinyls sales for 2018 were $3,986.7 million compared to $3,500.8 million for 2017, an increase of $485.9 million, or 14%.  The sales increase was primarily due to increased caustic soda, EDC, chlorine and other chlorine-derivatives pricing. The higher product prices were partially offset by lower caustic soda volumes and a less favorable product mix. Chlor Alkali Products and Vinyls 2017 sales volumes were negatively impacted by lost sales associated with Hurricane Harvey.


Chlor Alkali Products and Vinyls generated segment income of $637.1 million for 2018 compared to $405.8 million for 2017, an increase of $231.3 million, or 57%. The increase in Chlor Alkali Products and Vinyls segment income was primarily due to higher product prices ($502.9 million) and lower ethylene costs associated with the acquisition of additional cost-based ethylene from Dow in late September 2017, partially offset by higher ethane prices ($8.0 million). Partially offsetting these benefits were higher raw material and freight costs ($147.5 million), lower volumes, primarily caustic soda, and a less favorable product mix ($71.1 million), increased depreciation and amortization expense ($40.9 million) and increased operating costs ($25.6 million), primarily maintenance to improve reliability. Chlor Alkali Products and Vinyls 2018 segment income was also negatively impacted by a non-cash impairment charge associated with our investment in a non-consolidated affiliate ($21.5 million). Chlor Alkali Products and Vinyls 2017 segment income was negatively impacted by incremental costs to continue operations and unabsorbed fixed manufacturing costs associated with Hurricane Harvey ($27.0 million). Chlor Alkali Products and Vinyls segment income included depreciation and amortization expense of $473.1 million and $432.2 million in 2018 and 2017, respectively.

Epoxy
2017
2019 Compared to 20162018


Epoxy sales were $2,024.4 million for 2019 compared to $2,303.1 million for 2018, a decrease of $278.7 million, or 12%.  The sales decrease was primarily due to lower product prices ($258.9 million) and an unfavorable effect of foreign currency translation ($62.5 million), partially offset by increased volumes ($42.7 million).

Epoxy reported segment income of $53.9 million for 2019 compared to $52.8 million for 2018, an increase of $1.1 million, or 2%. The increase in segment income was primarily due to lower maintenance costs and unabsorbed fixed manufacturing costs associated with maintenance turnarounds ($40.0 million), decreased operating costs ($18.1 million) and lower raw material costs ($214.1 million), primarily benzene and propylene, partially offset by lower product prices ($258.9 million) and an unfavorable product mix ($12.2 million). A significant percentage of our Euro denominated sales are of products manufactured within Europe.  As a result, the impact of foreign currency translation on revenue is primarily offset by the impact of foreign currency translation on raw materials and manufacturing costs also denominated in Euros.  Epoxy segment results included depreciation and amortization expense of $100.1 million and $102.4 million in 2019 and 2018, respectively.

2018 Compared to 2017

Epoxy sales were $2,303.1 million for 2018 compared to $2,086.4 million for 2017, compared to $1,822.0 million for 2016, an increase of $264.4$216.7 million, or 15%10%.  The sales increase was primarily due to higher product prices ($211.7322.4 million) and increaseda favorable effect of foreign currency translation ($48.2 million), partially offset by lower volumes and a more favorable product mix ($52.7153.9 million). Epoxy 2018 sales volumes were negatively impacted by lost sales associated with planned maintenance turnarounds, while 2017 Epoxy sales volumes were negatively impacted by Hurricane Harvey.


Epoxy reported segment income of $52.8 million for 2018 compared to a segment loss of $11.8 million for 2017, comparedan increase of $64.6 million. The increase in Epoxy segment results was primarily due to segment income of $15.4 million for 2016,higher product prices ($322.4 million) partially offset by higher raw material costs ($190.8 million), primarily benzene and propylene. Epoxy results were also negatively impacted by lower volumes and a decrease of $27.2 million.less favorable product mix ($42.2 million), higher maintenance costs and unabsorbed fixed manufacturing costs associated with turnarounds and outages ($23.1 million), increased operating costs, including utilities ($21.3 million) and higher depreciation and amortization expense ($8.1 million). Additionally, Epoxy 2017 segment results were negatively impacted by incremental costs to continue operations and unabsorbed fixed manufacturing costs and reduced profit from lost sales associated with Hurricane Harvey ($27.7 million) and higher maintenance costs, unabsorbed fixed manufacturing costs and reduced profit from lost sales associated with turnarounds and outages ($15.3 million). Epoxy segment results were also impacted by increased raw material costs ($227.8 million), primarily benzene and propylene, and higher operating costs ($1.7 million). These decreases impacting segment results were partially offset by higher product prices ($211.7 million) and increased volumes and a more favorable product mix ($33.6 million). Epoxy segment results included depreciation and amortization expense of $102.4 million and $94.3 million in 2018 and $90.0 million in 2017, and 2016, respectively.


2016Winchester

2019 Compared to 20152018


EpoxyWinchester sales were $1,822.0$665.5 million for 20162019 compared to $429.6$656.3 million for 2015,2018, an increase of $1,392.4$9.2 million, or 324%1%.  EpoxyThe sales were higher than 2015increase was primarily due to the inclusion of a full year of the Acquired Business.higher ammunition sales to commercial customers ($13.7 million), partially offset by decreased sales to military customers and law enforcement agencies ($4.5 million).

EpoxyWinchester reported segment income of $15.4$40.1 million for 20162019 compared to a segment loss of $7.5$38.4 million for 2015,2018, an increase of $22.9 million.$1.7 million, or 4%.  The fourth quarter of 2015 was impacted by the recognition of additional costs of goods sold related to the fair value adjustment related to the purchase accounting for inventory ($17.3 million). Additionally, Epoxyincrease in segment income was higher than 2015primarily due to the inclusion oflower costs ($8.7 million), primarily commodity and other material costs, partially offset by lower product prices ($6.6 million) and a full year of the Acquired Business. Epoxyless favorable product mix ($0.4 million). Winchester segment resultsincome included depreciation and amortization expense of $90.0$20.1 million and $20.9$20.0 million in 20162019 and 2015,2018, respectively.


Winchester

20172018 Compared to 20162017


Winchester sales were $656.3 million for 2018 compared to $681.2 million for 2017, compared to $729.3 million for 2016, a decrease of $48.1$24.9 million, or 7%4%.  The sales decrease was primarily due to lower ammunition sales to commercial customers ($89.443.4 million), partially offset by increased shipmentshigher sales to military customers and law enforcement agencies ($41.318.5 million). The decrease in commercial sales primarily reflects lower demand in shotshell, pistol and rifle ammunition.


Winchester reported segment income of $38.4 million for 2018 compared to $72.4 million for 2017, compared to $120.9 million for 2016, a decrease of $48.5$34.0 million, or 40%47%.  The decrease in segment income in 2017 compared to 2016 was due to higher commodity and other material costs ($19.6 million), lower commercial sales volumes and a less favorable product mix ($35.0 million), increased commodity and other material costs ($10.69.4 million) and lower product prices ($8.0 million). These decreases were partially offset by the impact of lower operating costs ($5.13.0 million)., including depreciation and amortization expense. Winchester segment income included depreciation and amortization expense of $20.0 million and $19.5 million in 2018 and $18.5 million in 2017, and 2016, respectively.

2016 Compared to 2015

Winchester sales were $729.3 million for 2016 compared to $711.4 million for 2015, an increase of $17.9 million, or 3%.  The sales increase was primarily due to increased shipments of ammunition to commercial customers ($19.7 million) and law enforcement agencies ($1.3 million). These increases were partially offset by decreased shipments to military ($2.6 million) and industrial customers ($0.5 million).

Winchester reported segment income of $120.9 million for 2016 compared to $115.6 million for 2015, an increase of $5.3 million, or 5%.  The increase in segment income in 2016 compared to 2015 reflected the impact of lower commodity and other material costs ($15.8 million) and increased volumes ($13.4 million). These increases were partially offset by the impact of lower selling prices ($13.8 million) and higher operating costs ($10.1 million). Winchester segment income included depreciation and amortization expense of $18.5 million and $17.4 million in 2016 and 2015, respectively.



Corporate/Other


20172019 Compared to 20162018


For 2017, pension income included in corporate/other, was $42.7 million compared to $53.6 million for 2016.  On a total company basis, defined benefit pension income was $26.4 million compared to $37.1 million for 2016.

Chargesthe year ended December 31, 2019, net charges to income for environmental investigatory and remedial activities were $8.5$20.5 million, which include $4.8 million of an environmental insurance-related settlement gain. For the year ended December 31, 2018, net credits to income for 2017 comparedenvironmental investigatory and remedial activities were $103.7 million, which include $111.0 million of insurance recoveries for environmental costs incurred and expensed in prior periods.  Without these recoveries, charges to $9.2income for environmental investigatory and remedial activities in 2019 and 2018 would have been $25.3 million for 2016.and $7.3 million, respectively.  The increase in environmental expense from the prior year primarily relates to a $20.0 million increase in costs at a former manufacturing site resulting from revised remediation estimates as a result of agency action.  These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.


For 2017,2019, other corporate and unallocated costs were $120.7$156.3 million compared to $100.2$158.3 million for 2016, an increase2018, a decrease of $20.5$2.0 million, or 20%1%.  The increasedecrease was primarily due to higher stock-based compensationlower legal and legal-related settlement expenses of $17.7 million, primarily due to the legal fees associated with the environmental recovery actions in 2018, decreased management incentive expense of $8.2$9.4 million, which includes mark-to-market adjustments increasedon stock-based compensation expense, a favorable foreign currency impact of $8.2 million and lower consulting charges of $7.3 million and$6.4 million.  These decreases were partially offset by higher costs associated with the implementation of the Information Technology Project of $5.3$40.5 million.


20162018 Compared to 20152017


For 2016, pension income included in corporate/other, was $53.6 million compared to $35.2 million for 2015, which excludes the impact of the change in control, which created a mandatory acceleration of expenses under deferred compensation plans associated with the Acquisition.  On a total company basis, defined benefit pension income was $37.1 million compared to an expense of $18.7 million for 2015, which includes the impact of the change in control which created a mandatory acceleration of expenses under deferred compensation plans of $47.1 million associated with the Acquisition, and was included in acquisition-related costs. On a total company basis, defined benefit pension income without this charge, was $28.4 million for 2015. The increase in pension income from 2015 was primarily due to the change in approach used to measure service and interest costs for our defined benefit pension plans.

ChargesNet credits to income for environmental investigatory and remedial activities were $9.2$103.7 million for 2016 compared2018, which include $111.0 million of insurance recoveries for environmental costs incurred and expensed in prior periods. Without these recoveries, charges to $15.7income for environmental investigatory and remedial activities would have been $7.3 million for 2015.the year ended December 31, 2018 compared with $8.5 million for the year ended December 31, 2017.  These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.


For 2016,2018, other corporate and unallocated costs were $100.2$158.3 million compared to $60.1$112.4 million for 2015,2017, an increase of $40.1$45.9 million, or 67%41%.  The increase was primarily due to increased corporate infrastructure costs of $21.4 million, such as personnel, consulting and professional fees, that are necessary to support the Acquired Business, higher stock-based compensation expense of $6.9 million, which includes mark-to-market adjustments, increased legal and legal-related settlement expenses of $7.0 million and increased non-income tax expense of $4.3 million.

Restructurings

On March 21, 2016, we announced that we had made the decision to close a combined total of 433,000 tons of chlor alkali capacity across three separate locations. Associated with this action, we have permanently closed our Henderson, NV chlor alkali plant with 153,000 tons of capacity and have reconfigured the site to manufacture bleach and distribute caustic soda and hydrochloric acid. Also, the capacity of our Niagara Falls, NY chlor alkali plant has been reduced from 300,000 tons to 240,000 tons and the chlor alkali capacity at our Freeport, TX facility was reduced by 220,000 tons. This 220,000 ton reduction was entirely from diaphragm cell capacity. For the years ended December 31, 2017 and 2016, we recorded pretax restructuring charges of $32.6 million and $111.3 million for the write-off of equipment and facility costs, lease and other contract termination costs, employee severance and related benefit costs, employee relocation costs and facility exit costs related to these actions. We expect to incur additional restructuring charges through 2020 of approximately $22 million related to these capacity reductions.

2018 OUTLOOK

Net income in 2018 is projected to be in the $1.40 to $1.95 per diluted share range, which includes estimated pretax restructuring charges totaling approximately $20 million. Net income in 2017 was $3.26 per diluted share, which included pretax restructuring charges of $37.6 million and pretax acquisition-related integration costs of $12.8 million.

We currently expect the first quarter 2018 to have the lowest earnings per diluted share amount during 2018 due to the timing of planned maintenance turnaround expenses.


Chlor Alkali Products and Vinyls 2018 segment income is expected to increase compared to 2017 segment income of $405.8 million reflecting higher caustic soda, chlorine, and chlorine-derivatives pricing and expected benefits due to lower ethylene costs associated with the acquisition of additional cost based ethylene from DowDuPont in late September 2017. Partially offsetting these increases are expected lower ethylene dichloride pricing compared to 2017 and higher anticipated ethane costs.

Epoxy 2018 segment income is expected to improve from the 2017 segment loss of $11.8 million as increased volumes and higher product pricing are expected to more than offset higher raw material costs, primarily benzene and propylene, and higher maintenance turnaround expense.

Winchester 2018 segment income is expected to be higher than the $72.4 million of segment income achieved during 2017 primarily driven by higher levels of commercial and military demand, partially offset by increased commodity and other material costs.

Other Corporate and Unallocated costs in 2018 are expected to be higher than 2017 Other Corporate and Unallocated costs of $120.7 million due to higher costs associated with the Information Technology Project increasedof $31.2 million, higher legal and legal-related settlement expenses of $18.0 million and an unfavorable foreign currency impact of $10.6 million. The increases were partially offset by lower stock-based compensation and the timingexpense of $15.0 million, which includes mark-to-market adjustments. The higher legal and litigation costs.legal-related settlement expenses were primarily due to legal fees associated with environmental recovery actions.

Restructurings

On December 11, 2019, we announced that we had made the decision to permanently close a chlor alkali plant with a capacity of 230,000 tons and our VDC production facility, both in Freeport, TX.  These closures are expected to be completed before the end of 2020.  For the year ended December 31, 2019, we recorded pretax restructuring charges of $58.9 million for non-cash impairment of equipment and facilities related to these actions.

On December 10, 2018, we announced that we had made the decision to permanently close the ammunition assembly operations at our Winchester facility in Geelong, Australia. Subsequent to the facility’s closure, products for customers in the region are sourced from Winchester manufacturing facilities located in the United States. For the years ended December 31, 2019 and 2018, we recorded pretax restructuring charges of $0.4 million and $4.1 million, respectively for the write-off of equipment and facility costs, employee severance and related benefit costs and lease and other contract termination costs related to this action.

2020 OUTLOOK

Olin continues to face a challenging pricing environment as we enter 2020 within our chemicals businesses. In 2019, the Chlor Alkali Products and Vinyls business experienced weaker demand from urethane, agricultural, refrigerant, alumina, and pulp and paper customers. The Epoxy business also has experienced weaker product demand from automotive, electrical laminate, and industrial coatings customers throughout 2019. The lower demand environment put downward pressure on pricing in both chemical businesses. We expect the weak underlying demand and pricing fundamentals in our chemical businesses to persist through at least first quarter 2020. We expect lower raw material costs in both our Chlor Alkali Products and Vinyls and Epoxy segments in 2020 compared to 2019 to partially offset the pricing impact of lower demand.

We expect our Winchester segment to benefit from the Lake City U.S. Army Ammunition Plant contract beginning in the fourth quarter of 2020. We expect to incur approximately $25 million in transition costs and $80 million associated with an initial working capital investment in 2020 for the Lake City Plant contract. The contract is expected to increase Winchester’s annual revenue by $450 million to $550 million.

Other Corporate and Unallocated costs in 2020 are expected to be higher than the $156.3 million in 2019, primarily due to higher management incentive expense, including mark-to-market adjustments on stock-based compensation expense. Costs associated with the Information Technology Project in 2020 are estimatedexpected to be approximately $50 million in 2018 comparedcomparable to $5.3 million in 2017.2019. The Information Technology Project will be substantially completed during 2020.


During 2018,2020, we anticipate environmental expenses in the $15$25 million to $20$30 million range compared to $8.5$25.3 million, excluding the $4.8 million of insurance recoveries, in 2017.2019. We do not believe that there will be additional recoveries of environmental costs incurred and expensed in prior periods during 2018.2020.


We expect qualified defined benefitnon-operating pension plan income in 20182020 to be lower thanin the 2017 level by approximately $10$13 million primarily due to higher Pension Benefit Guaranty Corporation fees associated with our domestic qualified defined benefit plan and increased amortization of deferred pension actuarial losses.$18 million range compared to $16.3 million in 2019. 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 2018.2020. We have several international qualified defined benefit pension plans for which we anticipate cash contributions of less than $5 million in 2018.2020.


In 2018,2020, we currently expect our capital spending to be in the $375$250 million to $425$300 million range, including the investment associated with the Information Technology Project of approximately $100$40 million. We expect 20182020 depreciation and amortization expense to be in the $560$550 million to $570$575 million range.


We currently believe the 20182020 effective tax rate will be approximately 25%, includingin the impact27% to 33% range, while we expect cash taxes will be in the range of the 2017 Tax Act.$30 million to $40 million, which primarily relates to earnings in foreign jurisdictions.


PENSION AND POSTRETIREMENT BENEFITS


Under ASC 715, we recorded an after-tax charge of $150.2 million ($183.9 million pretax) to shareholders’ equity as of December 31, 2019 for our pension and other postretirement plans.  This charge primarily reflected a 100-basis point decrease in the domestic pension plans’ discount rate, partially offset by favorable performance on plan assets during 2019. In 2018, we recorded an after-tax charge of $74.9 million ($98.5 million pretax) to shareholders’ equity as of December 31, 2018 for our pension and other postretirement plans. This charge primarily reflected unfavorable performance on plan assets during 2018, partially offset by a 60-basis point increase in the domestic pension plans’ discount rate. In 2017, we recorded an after-tax charge of $21.6 million ($27.3 million pretax) to shareholders’ equity as of December 31, 2017 for our pension and other postretirement plans.  This charge primarily reflected a 50-basis point decrease in the domestic pension plans’ discount rate, partially offset by favorable performance on plan assets during 2017. In 2016, we recorded an after-tax charge of $37.5 million ($61.0 million pretax) to shareholders’ equity as of December 31, 2016 for our pension and other postretirement plans. This charge primarily reflected a 30-basis point decrease in the domestic pension plans’ discount rate, partially offset by favorable performance on plan assets during 2016. In 2015, we recorded an after-tax charge of $78.8 million ($125.3 million pretax) to shareholders’ equity as of December 31, 2015 for our pension and other postretirement plans.  This charge reflected unfavorable performance on plan assets during 2015, partially offset by a 50-basis point increase in the domestic pension plans’ discount rate. These non-cash charges to shareholders’ equity do not affect our ability to borrow under our senior credit facility.


During 2016,2019, we made a discretionary cash contribution to our domestic qualified defined benefit pension plan of $6.0$12.5 million. 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 2018.2020.


In connection with international qualified defined benefit pension plans, we made cash contributions of $2.4 million, $2.6 million and $1.7 million $1.3 millionin 2019, 2018 and $0.9 million in 2017, 2016, and 2015, respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2018.2020.  


At December 31, 2017,2019, the projected benefit obligation of $2,877.5$2,992.0 million exceeded the market value of assets in our qualified defined benefit pension plans by $630.6$792.7 million, as calculated under ASC 715.


Components of net periodic benefit (income) costs were:
Years ended December 31,Years ended December 31,
2017 2016 20152019 2018 2017
($ in millions)($ in millions)
Pension (benefits) costs$(26.4) $(37.1) $18.7
Pension benefits$(8.8) $(14.5) $(26.4)
Other postretirement benefit costs2.5
 2.5
 6.7
4.9
 5.2
 2.5

For the year ended December 31, 2015, pension costs included $47.1 million of costs incurred as a result of the change in control, which created a mandatory acceleration of expenses under our domestic non-qualified pension plan as a result of the Acquisition. These charges were included in acquisition-related costs.

For the year ended December 31, 2015, we recorded a curtailment charge of $0.2 million associated with permanently closing a portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014. This charge was included in restructuring charges.


The service cost and the amortizationcomponent of prior service cost components of pension expensenet periodic benefit (income) costs related to employees of the operating segments are allocated to the operating segments based on their respective estimated census data.


ENVIRONMENTAL MATTERS
Years ended December 31,Years ended December 31,
2017 2016 20152019 2018 2017
Cash outlays:($ in millions)($ in millions)
Remedial and investigatory spending (charged to reserve)$16.5
 $10.3
 $14.1
$12.2
 $13.0
 $16.5
Capital spending1.7
 3.5
 2.0
1.2
 2.3
 1.7
Plant operations (charged to cost of goods sold)199.7
 192.6
 71.9
188.4
 197.6
 199.7
Total cash outlays$217.9
 $206.4
 $88.0
$201.8
 $212.9
 $217.9


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.  Cash outlays for normal plant operations for the disposal of waste and the operation and maintenance of pollution control equipment and facilities to ensure compliance with mandated and voluntarily imposed environmental quality standards were charged to income.


Total environmental-related cash outlays in 2016 were higher than 2015 primarily due to environmental spending for plant operations related to the Acquired Business. In connection with the Acquisition, DowDuPont retained liabilities relating to releases of hazardous materials and violations of environmental law to the extent arising prior to the Closing Date. Total environmental-related cash outlays for 20182020 are estimated to be approximately $220$210 million, of which approximately $20$17 million is expected to be spent on investigatory and remedial efforts, approximately $2$3 million on capital projects and approximately $198$190 million on normal plant operations.  Remedial and investigatory spending is anticipated to be higher in 20182020 than 20172019 due to the timing of continuing remedial action plans and investigations. Historically, we have funded our environmental capital expenditures through cash flow from operations and expect to do so in the future.


Annual environmental-related cash outlays for site investigation and remediation, capital projects and normal plant operations are expected to range between $200 million to $220 million over the next several years, $15 million to $25 million of which is for investigatory and remedial efforts, which are expected to be charged against reserves recorded on our consolidated balance sheet.  While we do not anticipate a material increase in the projected annual level of our environmental-related cash outlays for site investigation and remediation, there is always the possibility that such an increase may occur in the future in view of the uncertainties associated with environmental exposures.



Our liabilities for future environmental expenditures were as follows:
December 31,December 31,
2017 2016 20152019 2018 2017
($ in millions)($ in millions)
Beginning balance$137.3
 $138.1
 $138.3
$125.6
 $131.6
 $137.3
Charges to income10.3
 9.2
 15.7
25.3
 7.3
 10.3
Remedial and investigatory spending(16.5) (10.3) (14.1)(12.2) (13.0) (16.5)
Currency translation adjustments0.5
 0.3
 (1.8)
Foreign currency translation adjustments0.3
 (0.3) 0.5
Ending balance$131.6
 $137.3
 $138.1
$139.0
 $125.6
 $131.6


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.


The establishment and implementation of national, state or provincial and local standards to regulate air, water and land quality affect substantially all of our manufacturing locations around the world. Laws providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances, and remediation of contaminated sites, have imposed additional regulatory requirements on industry, particularly the chemicals industry.  In addition, implementation of environmental laws has required and will continue to require new capital expenditures and will increase plant operating costs.  We employ waste minimization and pollution prevention programs at our manufacturing sites.


In connection with the October 5, 2015 acquisition of Dow’s U.S. Chlor Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses, the prior owner of the businesses retained liabilities relating to releases of hazardous materials and violations of environmental law to the extent arising prior to October 5, 2015.

We are party to various governmentalgovernment and private environmental actions associated with past manufacturing facilities and former waste disposal sites.  Associated costs of investigatory and remedial activities are provided for in accordance with generally accepted accounting principles governing probability and the ability to reasonably estimate future costs.  Our ability to estimate future costs depends on whether our investigatory and remedial activities are in preliminary or advanced stages.  With respect to unasserted claims, we accrue liabilities for costs that, in our experience, we expect to incur to protect our interests against those unasserted claims.  Our accrued liabilities for unasserted claims amounted to $7.9$8.6 million at December 31, 2017.2019.  With respect to asserted claims, we accrue liabilities based on remedial investigation, feasibility study, remedial action and operation, maintenance and monitoring (OM&M) expenses that, in our experience, we expect to incur in connection with the asserted claims.  Required site OM&M expenses are estimated and accrued in their entirety for required periods not exceeding 30 years, which reasonably approximates the typical duration of long-term site OM&M. 


Environmental provisions charged (credited) to income, which are included in cost of goods sold, were as follows:


 Years ended December 31,
 2017 2016 2015
 ($ in millions)
Charges to income

$10.3
 $9.2
 $15.7
Recoveries from third parties of costs incurred and expensed

(1.8) 
 
Environmental expense$8.5
 $9.2
 $15.7
 Years ended December 31,
 2019 2018 2017
 ($ in millions)
Provisions charged to income$25.3
 $7.3
 $10.3
Insurance recoveries for costs incurred and expensed(4.8) (111.0) (1.8)
Environmental expense (income)$20.5
 $(103.7) $8.5


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.


Provisions charged to income for the year ended December 31, 2019 include a $20.0 million increase in costs at a former manufacturing site resulting from revised remediation estimates as a result of agency action during the second quarter of 2019.  

During 2018, we settled certain disputes with respect to insurance coverage for costs at various environmental remediation sites for $121.0 million. Environmental expense (income) for the year ended December 31, 2018 include insurance recoveries for environmental costs incurred and expensed in prior periods of $111.0 million.  The recoveries are reduced by estimated liabilities of $10.0 million associated with claims by subsequent owners of certain of the settled environmental sites. Environmental expense (income) for the year ended December 31, 2019 included $4.8 million of recoveries associated with resolving the outstanding third party claims against the proceeds from the 2018 environmental insurance settlement.  

Our total estimated environmental liability at the end of 20172019 was attributable to 59 sites, 1514 of which were United States Environmental Protection Agency National Priority List sites.  Nine sites accounted for 78%81% of our environmental liability and, of the remaining 50 sites, no one site accounted for more than 3% of our environmental liability.  At fourseven of the nine sites, part of the site is subject to a remedial investigation and another part is in the long-term OM&M stage. At onesix of the nine sites, a remedial action plan is being developed for part of the site and at another partsite. At five of the nine sites, a remedial design is being developed. At onedeveloped at part of the site and at four of the nine sites, part of the site is subject to a remedial investigation and another part a remedial design is being developed. At one of these nine sites, a remedial investigation is being performed.  At one of the nine sites, a remedial action plan is being developed for part of the site and another part is in the long-term OM&M stage.  The one remaining site is in long-term OM&M.investigation. All nine sites are either associated with past manufacturing operations or former waste disposal sites.  None of the nine largest sites represents more than 22%20% of the liabilities reserved on our consolidated balance sheet at December 31, 20172019 for future environmental expenditures.


Our consolidated balance sheets included liabilities for future environmental expenditures to investigate and remediate known sites amounting to $131.6$139.0 million at December 31, 2017,2019, and $137.3$125.6 million at December 31, 2016,2018, of which $111.6$122.0 million and $120.3$108.6 million, respectively, were classified as other noncurrent liabilities.  Our environmental liability amounts do not take into account any discounting of future expenditures or any consideration of insurance recoveries or advances in technology.  These liabilities are reassessed periodically to determine if environmental circumstances have changed and/or remediation efforts and our estimate of related costs have changed.  As a result of these reassessments, future charges to income may be made for additional liabilities.  Of the $131.6$139.0 million included on our consolidated balance sheet at December 31, 20172019 for future environmental expenditures, we currently expect to utilize $76.2$87.3 million of the reserve for future environmental expenditures over the next 5 years, $14.0$20.5 million for expenditures 6 to 10 years in the future, and $41.4$31.2 million for expenditures beyond 10 years in the future.  These estimates are subject to a number of risks and uncertainties, as described in “Environmental Costs” contained in Item 1A—“Risk Factors.”


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 PRPs, our ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs.  It is possible that some of these matters (the outcomes of which are subject to various uncertainties) may be resolved unfavorably to us, which could materially adversely affect our financial position or results of operations.  At December 31, 2017,2019, we estimate it is reasonably possible that we may have additional contingent environmental liabilities of $60$80 million in addition to the amounts for which we have already recorded as a reserve.


LEGAL MATTERS AND CONTINGENCIES

We are party to a dispute relating to a contract at our Plaquemine, LA facility. The other party to the contract filed a demand for arbitration alleging, among other things, that Olin breached the contract, and claims damages in excess of the amount Olin believes it is obligated to pay under the contract. Olin asserted a counterclaim alleging it has been charged a fee in excess of what the contract permits.  The arbitration hearing was held during the fourth quarter 2019.  Although the timing is uncertain, we currently anticipate receiving a ruling during the first half of 2020.  Any additional losses related to this contract dispute are not currently estimable because of unresolved questions of fact and law but, if resolved unfavorably to Olin, they could have a material adverse effect on our financial position, cash flows or results of operations.

Olin and Oxy Vinyls, L.P. (Oxy) have a long-term chlorine supply agreement, which is the subject of a pricing dispute. The dispute is pending in the United States District Court for the Southern District of Texas. Although the timing is uncertain, we currently anticipate that the case will proceed to trial during 2020. Any additional losses related to this contract dispute are not currently estimable because of unresolved questions of fact and law but, if resolved unfavorably to Olin, they could have a material adverse effect on our financial position, cash flows or results of operations.


Olin, K.A. Steel Chemicals (a wholly owned subsidiary of Olin) and other caustic soda producers were named as defendants in six purported class action civil lawsuits filed March 22, 25 and 26, 2019 and April 12, 2019 in the U.S. District Court for the Western District of New York on behalf of the respective named plaintiffs and a putative class comprised of all persons and entities who purchased caustic soda in the U.S. directly from one or more of the defendants, their parents, predecessors, subsidiaries or affiliates at any time between October 1, 2015 and the present.  Olin, K.A. Steel Chemicals and other caustic soda producers were also named as defendants in two purported class action civil lawsuits filed July 25 and 29, 2019 in the U.S. District Court for the Western District of New York on behalf of the respective named plaintiffs and a putative class comprised of all persons and entities who purchased caustic soda in the U.S. indirectly from distributors at any time between October 1, 2015 and the present.  The other defendants named in the lawsuits are Occidental Petroleum Corporation, Occidental Chemical Corporation d/b/a OxyChem, Westlake Chemical Corporation, Shin-Etsu Chemical Co., Ltd., Shintech Incorporated, Formosa Plastics Corporation, and Formosa Plastics Corporation, U.S.A. The lawsuits allege the defendants conspired to fix, raise, maintain and stabilize the price of caustic soda, restrict domestic (U.S.) supply of caustic soda and allocate caustic soda customers. Plaintiffs seek an unspecified amount of damages and injunctive relief. We believe we have meritorious legal positions and will continue to represent our interests vigorously in this matter. Any losses related to this matter are not currently estimable because of unresolved questions of fact and law, but, if resolved unfavorably to Olin, could have a material adverse effect on our financial position, cash flows or results of operations.

We, and our subsidiaries, are defendants in various other legal actions (including proceedings based on alleged exposures to asbestos) incidental to our past and current business activities.  We describe some of these matters in Item 3—“Legal Proceedings.”  At December 31, 20172019 and 2016,2018, our consolidated balance sheets included liabilities for these other legal actions of $24.8$12.4 million and $13.6$15.6 million, respectively.  These liabilities do not include costs associated with legal representation and do not include $8.0 million of insurance recoveries included in receivables, net within the accompanying consolidated balance sheet as of December 31, 2017.representation.  Based on our analysis, and considering the inherent uncertainties associated with litigation, we do not believe that it is reasonably possible that these other legal actions will materially and adversely affect our financial position, cash flows or results of operations. In connection with the Acquisition, DowDuPontOctober 5, 2015 acquisition of Dow’s U.S. Chlor Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses, the prior owner of the businesses retained liabilities related to litigation to the extent arising prior to the Closing Date.October 5, 2015.

During the ordinary course of our business, contingencies arise resulting from an existing condition, situation or set of circumstances involving an uncertainty as to the realization of a possible gain contingency.  In certain instances such as environmental projects, we are responsible for managing the clean-up and remediation of an environmental site.  There exists the possibility of recovering a portion of these costs from other parties.  We account for gain contingencies in accordance with the provisions of ASC 450 “Contingencies” and therefore do not record gain contingencies and recognize income until it is earned and realizable.


For the year ended December 31, 2016,2018, we recognized an insurance recovery of $11.0$8.0 million in other operating income for property damage anda second quarter 2017 business interruption related to a 2008 chlor alkali facility incident.at our Freeport, TX vinyl chloride monomer facility.

For the year ended December 31, 2015, we recognized insurance recoveries of $57.4 million for property damage and business interruption related to the Becancour, Canada and McIntosh, AL chlor alkali facilities. Cost of goods sold was

reduced by $10.5 million and selling and administration was reduced by $0.9 million for the reimbursement of costs incurred and expensed in prior periods and other operating income included a gain of $46.0 million.


LIQUIDITY, INVESTMENT ACTIVITY AND OTHER FINANCIAL DATA


Cash Flow Data
Years ended December 31,Years ended December 31,
2017 2016 20152019 2018 2017
Provided by (used for)($ in millions)($ in millions)
Net operating activities$648.8
 $603.2
 $217.1
$617.3
 $907.8
 $648.8
Capital expenditures(294.3) (278.0) (130.9)(385.6) (385.2) (294.3)
Business acquired and related transactions, net of cash acquired
 (69.5) (408.1)
Payments under long-term supply contracts(209.4) (175.7) 

 
 (209.4)
Proceeds from sale/leaseback of equipment
 40.4
 
Proceeds from disposition of property, plant and equipment5.2
 0.5
 26.2
Proceeds from disposition of non-consolidated affiliate20.0
 
 
Net investing activities(498.5) (473.5) (504.0)(365.6) (382.3) (498.5)
Long-term debt (repayments) borrowings, net(2.4) (205.3) 544.3
Long-term debt borrowings (repayments), net80.8
 (376.1) (2.4)
Common stock repurchased and retired(145.9) (50.0) 
Stock options exercised29.8
 0.5
 2.2
1.7
 3.4
 29.8
Dividends paid(133.0) (132.1) (79.5)
Debt and equity issuance costs(11.2) (1.0) (45.2)
Debt issuance costs(16.6) (8.5) (11.2)
Net financing activities(116.8) (337.5) 422.2
(209.3) (564.8) (116.8)


Operating Activities


For 2017,2019, cash provided by operating activities decreased by $290.5 million from 2018, primarily due to a decrease in operating results partially offset by a decrease in the investment in working capital from the prior year. For 2019, working capital decreased $11.0 million compared to an increase of $71.6 million in 2018. Receivables decreased from December 31, 2018 by $12.3 million primarily as a result of lower sales in the fourth quarter of 2019 compared to the fourth quarter of 2018 partially offset by a decrease in receivables sold under the accounts receivable factoring arrangement. In 2019, inventories decreased by $13.0 million and accounts payable and accrued liabilities decreased by $11.0 million. The decreases in inventories and accounts payable were primarily due to lower raw material costs.

For 2018, cash provided by operating activities increased by $45.6$259.0 million from 2016,2017, primarily due to an increase in our operating results.results, partially offset by an increase in working capital. For 2017,2018, working capital decreased $9.8increased $71.6 million compared to a decrease of $80.9$9.8 million in 2016.2017. Receivables increased from December 31, 20162017 by $49.9$46.3 million primarily as a result of higher sales in the fourth quarter of 20172018 compared to the fourth quarter of 2016, partially offset by additional2017 and a decrease in receivables sold under the accounts receivable factoring arrangement. In 2017,2018, inventories increased by $37.8$35.5 million and accounts payable and accrued liabilities increased by $100.0$14.5 million. The increaseincreases in inventories and accounts payable and accrued liabilities were primarily due to anhigher raw material costs. The increase in raw material costs,accrued liabilities was primarily benzene and propylene.related to the Information Technology Project.

For 2016, cash provided by operating activities increased by $386.1 million from 2015, primarily due to an increase in our operating results. Our net loss for 2016 included $76.6 million of non-cash impairment charges for equipment and facilities and a $304.6 million increase in depreciation and amortization as compared to 2015. For 2016, working capital decreased $80.9 million compared to a decrease of $25.1 million in 2015. Receivables decreased from December 31, 2015 by $38.5 million primarily as a result of receivables sold under the accounts receivable factoring arrangements, which was partially offset by higher sales in the fourth quarter of 2016 compared with the fourth quarter of 2015.


Capital Expenditures


Capital spending was $294.3 million, $278.0$385.6 million and $130.9$385.2 million in 2017, 20162019 and 2015,2018, respectively.  The increased capital spending in 2016 was primarily due to capital spending of the Acquired Business of $187.8 million. Capital spending in 2017 and 2016 included approximately $45 million and $35 million, respectively, of synergy-related capital we believe was necessary to realize the anticipated synergies. Capital spending was 63%, 64%78% and 66%77% of depreciation in 2017, 20162019 and 2015,2018, respectively.


DuringIn 2017, we began a multi-year implementation of the Information Technology Project. The project is planned to standardize business processes across the chemicals businesses with the objective of maximizing cost effectiveness, efficiency and control across our global operations. At the end of 2019, Olin had successfully converted approximately 35% of our chemical business users to the new enterprise resource planning systems. The project is anticipated to be substantially completed during 2020. Total capital spending is forecast to be $250$220 million and associated expenses are forecast to be $100 million.$190 million, including duplicate information technology costs being incurred during the transition. Our results for the years ended December 31, 2019, 2018 and 2017 include $56.0 million, $84.5 million and $35.8 million, respectively, of capital spending and $77.0 million, $36.5 million and $5.3 million, respectively, of expenses associated with this project.


In 2018,2020, we expect our capital spending to be in the $375$250 million to $425$300 million range, which includes approximately $100$40 million of capital spending related to the Information Technology Project.


Investing Activities


In 2017,On January 1, 2019, we sold our 9.1% limited partnership interest in Bay Gas for $20.0 million. The sale closed on February 7, 2019 which resulted in a paymentgain of $209.4 million was made associated with long-term supply contracts to reserve additional ethylene at producer economics. In 2016, payments of $175.7 million were made related to arrangements for the long-term supply of low cost electricity.

In 2017, proceeds from disposition of property, plant and equipment of $5.2 million was primarily due from the sale of a former manufacturing facility. In 2015, proceeds from disposition of property, plant and equipment included $25.8 million of insurance recoveries for property damage related to the portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014 and our McIntosh, AL chlor alkali facility.

In 2016, payments of $69.5 million were made related to the Acquisition for certain acquisition-related liabilities including the final working capital adjustment. In 2015, as part of the Acquisition, we paid cash of $408.1 million, net of $25.4 million of cash acquired.

In 2016, we entered into sale/leaseback transactions for railcars that we acquired in connection with the Acquisition. We received proceeds from the sales of $40.4$11.2 million.

In both 2016 and 2015, we received $8.8 million from the October 2013 sale of a bleach joint venture.


Financing Activities


For the year ended December 31, 2017,2019, our long-term debt borrowings, net of long-term repayments, net were $2.4$80.8 million, which included $51.6repayments of $543.0 million under the required quarterly installments ofrelated to the $1,375.0 million Term Loan Facility and $150.0 million related to the remaining $12.2Receivables Financing Agreement.

On July 16, 2019, Olin issued $750.0 million aggregate principal amount of 5.625% senior notes due August 1, 2029, which were registered under the SunBelt Notes.

On March 9, 2017, we entered into a new five-year, $1,975.0 million Senior Credit Facility consistingSecurities Act of a $600.0 million Senior Revolving Credit Facility, which replaced our previous $500.0 million senior revolving credit facility, and a $1,375.0 million Term Loan Facility. The proceeds of1933, as amended. Proceeds from the $1,375.0 million Term Loan Facility2029 Notes were used to redeem the remaining balance of the existing $1,350.0$1,375.0 million term loan facilityTerm Loan Facility of $493.0 million and a portion$150.0 million of the Sumitomo Credit Facility.Receivables Financing Agreement.

On July 16, 2019, Olin entered into a new five-year, $2,000.0 million senior credit facility, which replaces the existing $1,975.0 million senior credit facility. The 2019 Senior Credit Facility will mature in March 2022.July 2024. In December 2019, Olin amended the 2019 Senior Credit Facility which amended the restrictive covenants of the agreement, including expanding the coverage and leverage ratios to be less restrictive over the next two and a half years. The 2019 Senior Credit Facility includes a senior unsecured delayed-draw term loan facility in an aggregate principal amount of up to $1,200.0 million and an $800.0 million senior unsecured revolving credit facility. The Delayed Draw Term Loan Facility will be available on a delayed basis in up to three draws to be made on or prior to November 29, 2020. We expect the proceeds from the Delayed Draw Term

Loan Facility will be used to redeem the 9.75% senior notes due 2023 and the 10.00% senior notes due 2025 on or about October 15, 2020.

For the year ended December 31, 2018, our long-term debt repayments, net of long-term debt borrowings, were $376.1 million, which included $780.4 million related to the $1,375.0 million Term Loan Facility, $124.7 million related to the Receivables Financing Agreement and $20.0 million related to the 2017 Senior Revolving Credit Facility.

On March 9, 2017,January 19, 2018, Olin issued $500.0$550.0 million aggregate principal amount of 5.125%5.00% senior notes due September 15, 2027,February 1, 2030 (2030 Notes), which were registered under the Securities Act of 1933, as amended. Interest on the 20272030 Notes began accruing from March 9, 2017January 19, 2018 and is paid semi-annually beginning on September 15, 2017.August 1, 2018. Proceeds from the 20272030 Notes were used to redeem $550.0 million of debt under the remaining balance of the Sumitomo Credit$1,375.0 million Term Loan Facility.


On December 20, 2016,In 2019 and 2018, we entered into a three year, $250.0 million Receivables Financing Agreement with PNC Bank, National Association, as administrative agent (Receivables Financing Agreement). Under the Receivables Financing Agreement, our eligible trade receivables are used for collateralized borrowingsrepurchased and continue to be serviced by us. As of December 31, 2017 and 2016, $340.9retired 8.0 million and $282.3 million, respectively, of our trade receivables were pledged as collateral and we had $249.7 million and $210.0 million, respectively, drawn under the agreement. For the year ended December 31, 2016, the proceeds of the Receivables Financing Agreement were used to repay $210.0 million of the Sumitomo Credit Facility.

On the Closing Date, Blue Cube Spinco Inc. (Spinco) issued $720.0 million aggregate principal amount of 9.75% senior notes due October 15, 2023 (2023 Notes) and $500.0 million aggregate principal amount of 10.00% senior notes due October 15, 2025 (2025 Notes and, together with the 2023 Notes, the Notes) to DowDuPont. DowDuPont transferred the Notes to certain unaffiliated securityholders in satisfaction of existing debt obligations of DowDuPont held or acquired by those unaffiliated securityholders. On October 5, 2015, certain initial purchasers purchased the Notes from the unaffiliated securityholders. During 2016, the Notes were registered under the Securities Act of 1933, as amended. Interest on the Notes began accruing from October 1, 2015 and is paid semi-annually beginning on April 15, 2016. The Notes are not redeemable at any time prior to October 15, 2020. Neither Olin nor Spinco received any proceeds from the sale of the Notes. Upon the consummation of the Acquisition, Olin became guarantor of the Notes.

On June 23, 2015, Spinco entered into a five-year delayed-draw term loan facility of up to $1,050.0 million. As of the Closing Date, Spinco drew $875.0 million to finance the cash portion of the distributions of cash and debt instruments of Spinco with an aggregate value of $2,095.0 million (Cash and Debt Distribution). Also on June 23, 2015, Olin and Spinco

entered into a five-year $1,850.0 million senior credit facility consisting of a $500.0 million senior revolving credit facility, which replaced Olin’s $265.0 million senior revolving credit facility on the Closing Date, and a $1,350.0 million delayed-draw term loan facility. As of the Closing Date, we drew an additional $475.0 million under this term loan facility which was used to pay fees and expenses of the Acquisition, obtain additional funds for general corporate purposes and refinance Olin’s existing senior term loan facility due in 2019 of $146.3 million. Subsequent to the Closing Date, these senior credit facilities were consolidated into a single $1,850.0 million senior credit facility. For the year ended December 31, 2016, we repaid $67.5 million under the required quarterly installments of the $1,350.0 million term loan facility. The $1,850.0 million senior credit facility was refinanced in its entirety by the Senior Credit Facility during 2017. We recognized interest expense of $1.2 million for the write-off of unamortized deferred debt issuance costs related to this action during 2017.

On August 25, 2015, Olin entered into a Credit Agreement (the Credit Agreement) with a syndicate of lenders and Sumitomo Mitsui Banking Corporation, as administrative agent, in connection with the Acquisition. The Credit Agreement provided for a term credit facility under which Olin obtained term loans in an aggregate amount of $600.0 million. On November 3, 2015, we entered into an amendment to the Sumitomo Credit Facility which increased the aggregate amount of term loans available by $200.0 million. On the Closing Date, $600.0 million of loans under the Credit Agreement were made available and borrowed upon and on November 5, 2015, $200.0 million of loans under the Credit Agreement were made available and borrowed upon. The term loans under the Sumitomo Credit Facility were set to mature on October 5, 2018 and had no scheduled amortization payments. The proceeds of the Sumitomo Credit Facility were used to refinance existing Spinco indebtedness at the Closing Date of $569.0 million, to pay fees and expenses in connection with the Acquisition and for general corporate purposes. During 2016, $210.0 million was repaid under the Sumitomo Credit Facility using proceeds from the Receivables Financing Agreement. During 2017, the remaining balance of $590.0 million was repaid using proceeds from the Senior Credit Facility and the 2027 Notes. We recognized interest expense of $1.5 million related to the write-off of unamortized deferred debt issuance costs related to this action in 2017.

In December 2017, 2016 and 2015, we repaid $12.2 million due under the annual requirements of the SunBelt Notes. At December 31, 2017, all amounts due under the SunBelt Notes have been repaid.

In June 2016, we also repaid $125.0 million of 6.75% senior notes (2016 Notes), which became due.

On June 24, 2014, we entered into a five-year $415.0 million senior credit facility consisting of a $265.0 million senior revolving credit facility, which replaced our previous $265.0 million senior revolving credit facility, and a $150.0 million delayed-draw term loan facility. In August 2014, we drew the entire $150.0 million of the term loan and used the proceeds to redeem our $150.0 million 2019 Notes, which would have matured on August 15, 2019. In 2015, we repaid $2.8 million under the required quarterly installments of the $150.0 million term loan facility and, on the Closing Date of the Acquisition, the remaining $146.3 million term loan facility was refinanced using the proceeds of the $1,850.0 million senior credit facility. We recognized interest expense of $0.5 million for the write-off of unamortized deferred debt issuance costs related to this action in conjunction with the Acquisition in 2015.

In 2017, 2016 and 2015, we issued 1.7 million, 0.3 million and 0.12.1 million shares, respectively, with a total value of $32.4 million, $4.1$145.9 million and $3.1$50.0 million, respectively.

In 2019 and 2018, we issued 0.1 million and 0.2 million shares, respectively, with a total value of $1.7 million and $3.4 million, respectively, representing stock options exercised.  


In 2017,2019, we paid debt issuance costs of $11.2$16.6 million, relating toprimarily for the issuance of the 2029 Notes and the 2019 Senior Credit Facility and the 2027 Notes.Facility. In 2016,2018, we paid debt issuance costs of $1.0 million for the registration of the Notes. In 2015, we paid debt issuance costs of $13.3$8.5 million relating to the Notes, the Sumitomo Credit Facility and the $1,850.0 million senior credit facility and we paid $1.9 million of equity issuance costs for the issuance of approximately 87.5 million shares.2030 Notes.

On March 26, 2015, we and certain financial institutions executed commitment letters pursuant to which the financial institutions agreed to provide $3,354.5 million of financing to Spinco to finance the amount of the Cash and Debt Distribution and to provide financing, if needed, to Olin to refinance certain of our existing debt (the Bridge Financing), in each case on the terms and conditions set forth in the commitment letters. The Bridge Financing was not drawn on to facilitate the Acquisition, and the commitments for the Bridge Financing were terminated as of the Closing Date. For the year ended December 31, 2015, we paid debt issuance costs of $30.0 million associated with the Bridge Financing, which are included in interest expense.


The percent of total debt to total capitalization decreasedincreased to 56.7%58.0% at December 31, 20172019 compared to 61.4%53.3% at December 31, 2016,2018, primarily resulting from higherlower shareholders’ equity primarily due to our operating results partially offset by the payment of dividends. The percent of total debt to total capitalization of 61.4% was consistent at December 31, 2016 and 2015 as a result of a lower level of long-term debt at December 31, 2016 resulting from the repayments of maturing debt, offset by lower shareholders’ equity primarily due to the payment of dividends.quarterly cash dividends and share repurchases.



Dividends per common share were $0.80 in 2017, 20162019 and 2015.2018.  Total dividends paid on common stock amounted to $133.0 million, $132.1$129.3 million and $79.5$133.6 million in 2017, 20162019 and 2015,2018, respectively.  On January 26, 2018,24, 2020, our board of directors declared a dividend of $0.20 per share on our common stock, payable on March 9, 201810, 2020 to shareholders of record on February 9, 2018.10, 2020.


The payment of cash dividends is subject to the discretion of our board of directors and will be determined in light of then-current conditions, including our earnings, our operations, our financial condition, our capital requirements and other factors deemed relevant by our board of directors.  In the future, our board of directors may change our dividend policy, including the frequency or amount of any dividend, in light of then-existing conditions.


LIQUIDITY AND OTHER FINANCING ARRANGEMENTS


Our principal sources of liquidity are from cash and cash equivalents, cash flow from operations and short-term borrowings under our Delayed Draw Term Loan Facility, 2019 Senior Revolving Credit Facility, accounts receivable factoring arrangement and Receivables Financing Agreement.Agreement and AR Facilities.  Additionally, we believe that we have access to the debt and equity markets.

On January 19, 2018, Olin issued $550.0 million aggregate principal amount of 5.00% senior notes due February 1, 2030, which were registered under the Securities Act of 1933, as amended. Interest on the 2030 Notes began accruing from January 19, 2018 and is paid semi-annually beginning on August 1, 2018. Proceeds from the 2030 Notes were used to redeem $550.0 million of debt under the $1,375.0 million Term Loan Facility. This prepayment of the Term Loan Facility eliminates the required quarterly installments under the Term Loan Facility.


The overall cash increase of $33.9$42.1 million in 20172019 primarily reflects our operating results and long-term debt borrowings, net of repayments, partially offset by ourdividend payments, capital spending and payments associated with long-term supply contracts.share repurchases. We believe, based on current and projected levels of cash flow from our operations, together with our cash and cash equivalents on hand and the availability to borrow under our 2019 Senior Revolving Credit Facility, Delayed Draw Term Loan 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, fund working capital, the payment to Dow for our ethylene investment on or about the fourth quarter of 2020, and capital expenditure requirements and comply with the financial ratios in our debt agreements.


On March 9, 2017, we entered intoApril 26, 2018, our board of directors authorized a new five-year, $1,975.0 million Senior Credit Facility consistingshare repurchase program for the purchase of a $600.0 million Senior Revolving Credit Facility, which replaced our previousshares of common stock at an aggregate price of up to $500.0 million.  This program will terminate upon the purchase of $500.0 million senior revolving credit facility,of our common stock. For the years ended December 31, 2019 and 2018, 8.0 million and 2.1 million shares, respectively, were repurchased and retired at a cost of $145.9 million and $50.0 million, respectively. As of December 31, 2019, a total of 10.1 million shares were repurchased and retired at a cost of $195.9 million and $304.1 million of common stock remained authorized to be repurchased.

For the year ended December 31, 2019, our long-term debt borrowings, net of long-term repayments, were $80.8 million, which included repayments of $543.0 million related to the $1,375.0 million Term Loan Facility. The proceedsFacility and $150.0 million related to the Receivables Financing Agreement.

On July 16, 2019, Olin issued $750.0 million aggregate principal amount of 5.625% senior notes due August 1, 2029, which were registered under the Term Loan FacilitySecurities Act of 1933, as amended. Proceeds from the 2029 Notes were used to redeem the remaining balance of the existing $1,350.0$1,375.0 million term loan facilityTerm Loan Facility of $493.0 million and a portion$150.0 million of the SumitomoReceivables Financing Agreement.

On July 16, 2019, Olin also entered into a new five-year, $2,000.0 million senior credit facility, which replaces the existing 2017 Senior Credit Facility. The 2019 Senior Credit Facility will mature in March 2022.July 2024. In December 2019, Olin amended the 2019 Senior Credit Facility which amended the restrictive covenants of the agreement, including expanding the coverage and leverage ratios to be less restrictive over the next two and a half years. The $600.02019 Senior Credit Facility includes a senior unsecured delayed-draw term loan facility in an aggregate principal amount of up to $1,200.0 million and an $800.0 million senior unsecured revolving credit facility. The 2019 Senior Revolving Credit Facility includes a $100.0 million letter of credit subfacility. The $1,375.0 million Term Loan Facility includes amortization payable in equal quarterly installments at a rate of 5.0% per annum forFor the first two years, increasing to 7.5% per annum for the following year and to 10.0% per annum for the last two years. Atended December 31, 2017,2019, we had $574.9$796.5 million available under our $600.0$800.0 million 2019 Senior Revolving Credit Facility because we had outstanding borrowings of $20.0 million and issued $5.1$3.5 million of letters of credit.  The Delayed Draw Term Loan Facility will be available on a delayed basis in up to three draws to be made on or prior to November 29, 2020. We expect the proceeds from the Delayed Draw Term Loan Facility will be used to redeem the 9.75% senior notes due 2023 and the 10.00% senior notes due 2025 on or about October 15, 2020. If redeemed, Olin will be required to pay a call premium associated with the 2023 and 2025 senior notes of approximately $42 million.


Under the 2019 Senior Credit Facility, we may select various floating rate borrowing options. The actual interest rate paid on borrowings under the 2019 Senior Credit Facility is based on a pricing grid which is dependent upon the leverage ratio as calculated under the terms of the applicable facility for the prior fiscal quarter.  The facility includes various customary restrictive covenants, including restrictions related to the ratio of debt to earnings before interest expense, taxes, depreciation and amortization (leverage ratio) and the ratio of earnings before interest expense, taxes, depreciation and amortization to interest expense (coverage ratio).  Compliance with these covenants is determined quarterly based on the operating cash flows. We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of December 31, 2017 and 2016,2019, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured. In the future, our ability to generate sufficient operating cash flows, among other factors, will determine the amounts available to be borrowed under these facilities. As of December 31, 2017,2019, there were no covenants or other restrictions that would have limited our ability to borrow under these facilities.

For the year ended December 31, 2017, our long-term debt repayments, net were $2.4 million, which included $51.6 million under the required quarterly installments of the $1,375.0 million Term Loan Facility and the remaining $12.2 million due under the SunBelt Notes.


On March 9, 2017,January 19, 2018, Olin issued $500.0$550.0 million aggregate principal amount of 5.125%5.00% senior notes due September 15, 2027,February 1, 2030, which were registered under the Securities Act of 1933, as amended. Interest on the 20272030 Notes began accruing from March 9, 2017January 19, 2018 and is paid semi-annually beginning on September 15, 2017.August 1, 2018. Proceeds from the 20272030 Notes were used to redeem $550.0 million of debt under the remaining balance of$1,375.0 million Term Loan Facility.

For the Sumitomoyear ended December 31, 2018, long-term debt repayments included $780.4 million related to the $1,375.0 million Term Loan Facility, $124.7 million related to the Receivables Financing Agreement and $20.0 million related to the 2017 Senior Revolving Credit Facility.


In connection with the Acquisition, Olin and DowDuPontDow entered into arrangements for the long-term supply of ethylene by DowDuPontDow to Olin, pursuant to which, among other things, Olin made upfront payments of $433.5 million on the Closing Date in order to receive ethylene at producer economics and for certain reservation fees and for the option to obtain additional future ethylene supply at producer economics. During 2016, we exercised one of the options to reserve additional ethylene at producer economics. In September 2017, DowDuPont’s new Texas 9 ethylene cracker in Freeport, TX became operational. As a result, during 2017, a payment of $209.4 million was made in connection with this option. On February 27, 2017, we exercised the remaining option to obtain additional ethylene at producer economics from DowDuPont.Dow. In connection with the exercise of this option, we also secured a long-term customer arrangement. As a result, an additional payment will be made to DowDuPont of between $440 million and $465Dow that is not to exceed $493 million on or about the fourth quarter of 2020.

During 2016, Olin entered into arrangements to increase our supply of low cost electricity.  These arrangements improve manufacturing flexibility at our Freeport, TX and Plaquemine, LA facilities, reduce our overall electricity cost and accelerate the realization of cost synergies available from the Acquired Business.  In conjunction with these arrangements, Olin made payments of $175.7 million during 2016. 


On December 20, 2016, we entered into a three year,July 16, 2019, our existing $250.0 million Receivables Financing Agreement was extended to July 15, 2022 and downsized to $10.0 million with the option to expand to $300.0 million. The administrative agent for our Receivables Financing Agreement is PNC Bank, National Association, as administrative agent.Association. Under the Receivables Financing Agreement, our eligible trade receivables are used for collateralized borrowings and continue to be serviced by us. As of December 31, 2017 and 2016, $340.9 million and $282.3 million, respectively, of our trade receivables were pledged as collateral and we had $249.7 million and $210.0 million, respectively, drawn under the agreement. For the year ended December 31, 2017, we borrowed $40.0 million under the Receivables Financing Agreement and used the proceeds to fund a portion of the payment to DowDuPont associated with a long-term ethylene supply contract to reserve additional ethylene at producer economics. For the year ended December 31, 2016, the proceeds of the Receivables Financing Agreement were used to repay $210.0 million of the Sumitomo Credit Facility. As of December 31, 2017, we had $0.3 million additional borrowing capacity under the Receivables Financing Agreement. In addition, the Receivables Financing Agreement incorporates the leverage and coverage covenants that are contained in the Senior Revolving Credit Facility.$2,000.0 million senior credit facility. As of December 31, 2019 and 2018, we had zero and $125.0 million, respectively, drawn under the agreement. As of December 31, 2019, we had $10.0 million of additional borrowing capacity under the Receivables Financing Agreement.


On June 29, 2016, we entered into aOlin also has trade accounts receivable factoring arrangementarrangements (AR Facilities) and on December 22, 2016, we entered into a separate trade accounts receivable factoring arrangement, which were both subsequently amended (collectively the AR Facilities). Pursuantpursuant to the terms of the AR Facilities, certain of our subsidiaries may sell their accounts receivable up to a maximum of $294.0$315.0 million. We will continue to service such accounts.the outstanding accounts sold. These receivables qualify for sales treatment under ASC 860 “Transfers and Servicing” and, accordingly, the proceeds are included in net cash provided by operating activities in the consolidated

statements of cash flows. The gross amount of receivables sold for the years ended December 31, 20172019 and 20162018 totaled $1,655.2$984.8 million and $533.6$1,372.3 million, respectively.  The factoring discount paid under the AR Facilities is recorded as interest expense on the consolidated statements of operations. The factoring discount for the years ended December 31, 20172019 and 20162018 was $3.7$2.9 million and $1.1$4.3 million, respectively. The agreements are without recourse and therefore no recourse liability has been recorded as of December 31, 2017.2019.  As of December 31, 20172019 and 2016, $182.32018, $63.1 million and $126.1$132.4 million, respectively, of receivables qualifying for sales treatment were outstanding and will continue to be serviced by us.

The aggregate purchase price of the Acquired Business was $5,136.7 million, after the final post-closing adjustments. The $5,136.7 million consisted of $2,095.0 million of cash and debt transferred to DowDuPont and approximately 87.5 million shares of Olin common stock valued at $1,527.4 million, plus the assumption of pension liabilities of $442.3 million and long-term debt of $569.0 million. During 2016, payments of $69.5 million were made related to certain acquisition related liabilities including the final working capital adjustment. The value of the common stock was based on the closing stock price on the last trading day prior to the Closing Date of $17.46.

Debt that was issued in the fourth quarter of 2015 relating to the Acquisition totaled $3,370.0 million, consisting of $1,350.0 million of term loans under senior credit facilities, an $800.0 million term loan under the Sumitomo Credit Facility and $1,220.0 million under the Notes. The debt was used for the cash and debt transferred to DowDuPont, refinancing existing Spinco indebtedness at the Closing Date of the Acquisition, refinancing our existing senior term loan facility due in 2019, paying fees and expenses in connection with the Acquisition and for general corporate purposes.


On the Closing Date, Spinco issued $720.0 million aggregate principal amount of the 2023 Notes and $500.0 million aggregate principal amount of the 2025 Notes to DowDuPont. DowDuPont transferred the Notes to certain unaffiliated securityholders in satisfaction of existing debt obligations of DowDuPont held or acquired by those unaffiliated securityholders. On October 5, 2015, certain initial purchasers purchased the Notes from the unaffiliated securityholders. During 2016, the Notes were registered under the Securities Act of 1933, as amended. Interest on the Notes began accruing from October 1, 2015 and are paid semi-annually beginning on April 15, 2016. The Notes are not redeemable at any time prior to October 15, 2020. Neither Olin nor Spinco received any proceeds from the sale of the Notes. Upon the consummation of the Acquisition, Olin became guarantor of the Notes.

On June 23, 2015, Spinco entered into a five-year delayed-draw term loan facility of up to $1,050.0 million. As of the Closing Date, Spinco drew $875.0 million to finance the cash portion of the Cash and Debt Distribution. Also on June 23, 2015, Olin and Spinco entered into a five-year $1,850.0 million senior credit facility consisting of a $500.0 million senior revolving credit facility, which replaced Olin’s $265.0 million senior revolving credit facility at the Closing Date, and a $1,350.0 million delayed-draw term loan facility. As of the Closing Date, an additional $475.0 million was drawn by Olin under this term loan facility which was used to pay fees and expenses of the Acquisition, obtain additional funds for general corporate purposes and refinance Olin’s existing senior term loan facility due in 2019. As of the Closing Date, total borrowings under the term loan facilities were $1,350.0 million. Subsequent to the Closing Date, these senior credit facilities were consolidated into a single $1,850.0 million senior credit facility. For the year ended December 31, 2016, we repaid $67.5 million under the required quarterly installments of the $1,350.0 million term loan facility. This $1,850.0 million senior credit facility was refinanced in its entirety by the Senior Credit Facility during 2017.

On August 25, 2015, Olin entered into a Credit Agreement with a syndicate of lenders and Sumitomo Mitsui Banking Corporation, as administrative agent, in connection with the Acquisition. Olin obtained term loans in an aggregate amount of $600.0 million under the Sumitomo Credit Facility. On November 3, 2015, we entered into an amendment to the Sumitomo Credit Facility which increased the aggregate amount of term loans available by $200.0 million. On the Closing Date, $600.0 million of loans under the Credit Agreement were made available and borrowed upon and on November 5, 2015, $200.0 million of loans under the Credit Agreement were made available and borrowed upon. The term loans under the Sumitomo Credit Facility were set to mature on October 5, 2018 and had no scheduled amortization payments. The proceeds of the Sumitomo Credit Facility were used to refinance existing Spinco indebtedness at the Closing Date, to pay fees and expenses in connection with the Acquisition and for general corporate purposes. The Credit Agreement contained customary representations, warranties and affirmative and negative covenants which are substantially similar to those included in the $1,850.0 million senior credit facility. During 2016, $210.0 million was repaid under the Sumitomo Credit Facility using proceeds from the Receivables Financing Agreement. During 2017, the remaining balance of $590.0 million was repaid using proceeds from the Senior Credit Facility and the 2027 Notes.


Cash flow from operations is variable as a result of both the seasonal and the cyclical nature of our operating results, which have been affected by seasonal and economic cycles in many of the industries we serve, such as the vinyls, urethanes, bleach, ammunition and pulp and paper.  Cash flow from operations is affected by changes in chlorine, caustic soda and EDC selling prices caused by the changes in the supply/demand balance of these products, resulting in the Chlor Alkali Products and Vinyls segment having significant leverage on our earnings and cash flow.  For example, assuming all other costs remain constant, internal consumption remains approximately the same and we are operating at full capacity, a $10 selling price change per ton of chlorine equates to an approximate $10 million annual change in our revenues and pretax profit, a $10 selling price change per ton of caustic soda equates to an approximate $30 million annual change in our revenues and pretax profit, and a $0.01 selling price change per pound of EDC equates to an approximate $20 million annual change in our revenues and pretax profit.


For 2017,2019, cash provided by operating activities increaseddecreased by $45.6$290.5 million from 2016,2018, primarily due to an increasea decrease in our operating results.results partially offset by a decrease in the investment in working capital from the prior year. For 2017,2019, working capital decreased $9.8$11.0 million compared to a decreasean increase of $80.9$71.6 million in 2016.2018. Receivables increaseddecreased from December 31, 20162018 by $49.9$12.3 million primarily as a result of higherlower sales in the fourth quarter of 20172019 compared to the fourth quarter of 2016,2018 partially offset by additionala decrease in receivables sold under the accounts receivable factoring arrangement. In 2017,2019, inventories increaseddecreased by $37.8$13.0 million and accounts payable and accrued liabilities increaseddecreased by $100.0$11.0 million. The increasedecreases in inventories and accounts payable and accrued liabilities were primarily due to an increase inlower raw material costs, primarily benzene and propylene.costs.


Capital spending was $294.3 million, $278.0$385.6 million and $130.9$385.2 million in 2017, 20162019 and 2015,2018, respectively.  Capital spending in 2017was 78% and 2016 included approximately $45 million and $35 million, respectively, of synergy-related capital we believe was necessary to realize the anticipated synergies. Capital spending was 63%, 64% and 66%77% of depreciation in 2017, 20162019 and 2015,2018, respectively.


DuringIn 2017, we began a multi-year implementation of the Information Technology Project. The project is planned to standardize business processes across the chemicals businesses with the objective of maximizing cost effectiveness, efficiency and control across our global operations. At the end of 2019, Olin had successfully converted approximately 35% of our chemical business users to the new enterprise resource planning systems. The project is anticipated to be substantially completed during 2020. Total capital spending is forecast to be $250$220 million and associated expenses are forecast to be $100 million.$190 million, including duplicate information technology costs being incurred during the transition. Our results for the total yearyears ended December 31, 2019, 2018 and 2017 include $56.0 million, $84.5 million and $35.8 million, respectively, of capital spending and $77.0 million, $36.5 million and $5.3 million, respectively, of expenses associated with this project.


In 2018,2020, we expect our capital spending to be in the $375$250 million to $425$300 million range, which includes approximately $100$40 million of capital spending related to the Information Technology Project.

On April 24, 2014, our board of directors authorized a share repurchase program for up to 8 million shares of common stock that terminated on April 24, 2017.  For the year ended December 31, 2017 and 2016, no shares were purchased and retired. We repurchased a total of 1.9 million shares under the April 2014 program, and the 6.1 million shares that remained authorized to be purchased have expired. Related to the Acquisition, for a period of two years subsequent to the Closing Date, we were subject to certain restrictions on our ability to conduct share repurchases.

On June 24, 2014, we entered into a five-year $415.0 million senior credit facility consisting of a $265.0 million senior revolving credit facility, which replaced our previous $265.0 million senior revolving credit facility, and a $150.0 million delayed-draw term loan facility. In August 2014, we drew the entire $150.0 million of the term loan and used the proceeds to redeem our 2019 Notes. In 2015, we repaid $2.8 million under the required quarterly installments of the $150.0 million term loan facility and, on the Closing Date of the Acquisition, the remaining $146.3 million was refinanced using the proceeds of the $1,850.0 million senior credit facility. We recognized interest expense of $0.5 million for the write-off of unamortized deferred debt issuance costs related to this action in conjunction with the Acquisition in 2015.

Pursuant to a note purchase agreement dated December 22, 1997, SunBelt sold $97.5 million of Guaranteed Senior Secured Notes due 2017, Series O, and $97.5 million of Guaranteed Senior Secured Notes due 2017, Series G.  We refer to these notes as the SunBelt Notes.  The SunBelt Notes bear interest at a rate of 7.23% per annum, payable semi-annually in arrears on each June 22 and December 22.  Beginning on December 22, 2002 and each year through 2017, SunBelt was required to repay $12.2 million of the SunBelt Notes, of which $6.1 million is attributable to the Series O Notes and of which $6.1 million is attributable to the Series G Notes.  In December 2017, 2016 and 2015, $12.2 million was repaid on these SunBelt Notes. At December 31, 2017, all amounts due under the SunBelt Notes have been repaid.

In June 2016, we repaid $125.0 million of the 2016 Notes, which became due.


At December 31, 2017,2019, we had total letters of credit of $72.8$68.7 million outstanding, of which $5.1$3.5 million were issued under our 2019 Senior Revolving Credit Facility.  The letters of credit were used to support certain long-term debt, certain workers compensation insurance policies, certain plant closure and post-closure obligations and certain international pension funding requirements.


Our current debt structure is used to fund our business operations.  As of December 31, 2017,2019, we had long-term borrowings, including the current installment and capitalfinance lease obligations, of $3,612.0$3,340.8 million, of which $1,749.0$155.9 million was at variable rates.  Annual maturities of long-term debt, including capital lease obligations, are $0.7 million in 2018, $0.7 million in 2019, $251.3$2.1 million in 2020, $0.3$1.0 million in 2021, $993.7$200.7 million in 2022, $720.6 million in 2023, $70.7 million in 2024 and a total of $2,426.0$2,386.1 million thereafter. The long-term debt obligations reflects the issuance of the $550.0 million 2030 Notes and related prepayment of the $1,375.0 million Term Loan Facility in January 2018. Commitments from banks under our Delayed Draw Term Loan Facility, 2019 Senior Revolving Credit Facility, Receivables Financing Agreement and AR Facilities are an additional source of liquidity. Included within the $3,612.0$3,340.8 million of long-term borrowings on the consolidated balance sheet as of December 31, 20172019 were unamortized deferred debt issuance costs and deferred losses on fair value interest rate swaps of $60.7$40.4 million.


We use interest rate swaps as a means of minimizing cash flow fluctuations that may arise from volatility in interest rates of our variable-rate borrowings. In April 2016, we entered into three tranches of forward starting interest rate swaps whereby we agreed to pay fixed rates to the counterparties who, in turn, pay us floating rates on $1,100.0 million, $900.0 million and $400.0 million of our underlying floating-rate debt obligations. Each tranche’s term length iswas for twelve months beginning on December 31, 2016, December 31, 2017 and December 31, 2018, respectively. The counterparties to the agreements are SMBC Capital Markets, Inc., Wells Fargo Bank, N.A. (Wells Fargo), PNC Bank, National Association and Toronto-Dominion Bank. These counterparties are large financial institutions; however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position or results of operations. We haveswaps were designated the swaps as cash flow hedges of the risk of changes in interest payments associated with our variable-rate borrowings. Accordingly,In July 2019, we terminated the remaining interest rate swap agreements have been recorded at their fair market valuewhich resulted in a gain of $10.5$1.8 million and are includedthat was recognized in other current assets and other assets on the accompanying consolidated balance sheet, with the corresponding gain deferred as a component of other comprehensive loss.

interest expense. For the yearyears ended December 31, 2017, $3.12019 and 2018, $4.3 million and $8.9 million, respectively, of income was recorded to interest expense on the accompanying consolidated statementstatements of operations related to these swap agreements.


In April 2016, we entered into interest rate swaps on $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates to the counterparties who, in turn, pay us fixed rates.  The counterparties to these agreements are Toronto-Dominion Bank and SMBC Capital Markets, Inc., both of which are major financial institutions.

In October 2016, we entered into interest rate swaps on an additional $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates to the counterparties who, in turn, pay us fixed rates.  The counterparties to these agreements are PNC Bank, National Association and Wells Fargo, both of which are major financial institutions.

We have designated the April 2016 and October 2016 interest rate swap agreements as fair value hedges of the risk of changes in the value of fixed rate debt due to changes in interest rates for a portion of our fixed rate borrowings. Accordingly,In August 2019, we terminated the swap agreements have been recorded at their fair marketApril 2016 and October 2016 interest rate swaps which resulted in a loss of $2.3 million that will be deferred as an offset to the carrying value of $28.1the related debt and will be recognized to interest expense through October 2025. As of December 31, 2019, $2.2 million and areof this loss was included in other long-term liabilities on the accompanying consolidated balance sheet, with a corresponding decrease in the carrying amount of the related debt. For the years ended December 31, 20172019 and 2016, $2.92018, $2.6 million and $2.6$2.1 million, respectively, of income has beenexpense was recorded to interest expense on the accompanying consolidated statementstatements of operations related to these swap agreements.


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.



CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

Our operating lease commitments are primarily for railroad cars but also include distribution, warehousing and office space and data processing and office equipment.  Virtually none of our lease agreements contain escalation clauses or step rent provisions.  


Our long-term contractual commitments, including the on and off-balance sheet arrangements, consisted of the following:


Payments Due by Period
Payments Due by PeriodTotal Less than 1 Year 1-3 Years 3-5 Years More than 5 Years
Contractual ObligationsTotal 
Less than
1 Year
 
1-3
Years
 
3-5
Years
 
More than
5 Years
($ in millions)
($ in millions)
Debt obligations, including capital lease obligations(a)
$3,672.7
 $0.7
 $252.0
 $994.0
 $2,426.0
Interest payments under debt obligations and interest rate swap agreements(b)
1,597.0
 213.1
 436.6
 404.9
 542.4
Debt obligations, including finance lease obligations(1)
$3,381.2
 $2.1
 $201.7
 $791.3
 $2,386.1
Interest payments under debt obligations(2)
1,513.3
 230.9
 457.7
 353.7
 471.0
Contingent tax liability37.5
 5.7
 9.3
 5.1
 17.4
22.4
 3.8
 8.6
 4.4
 5.6
Domestic qualified pension plan contributions(c)(3)

 
 
 
 

 
 
 
 
International qualified pension plan contributions(d)(4)
226.9
 5.0
 10.6
 13.4
 197.9
298.4
 4.5
 13.3
 14.4
 266.2
Non-qualified pension plan payments5.8
 0.5
 1.2
 0.9
 3.2
5.8
 0.8
 0.9
 0.6
 3.5
Postretirement benefit payments50.8
 4.3
 7.6
 6.2
 32.7
52.7
 3.7
 6.6
 6.0
 36.4
Long-term supply contracts441.0
 
 441.0
 
 
493.0
 
 493.0
 
 
Operating leases446.1
 88.8
 126.0
 77.7
 153.6
Off-Balance Sheet Commitments:                  
Non-cancelable operating leases355.1
 87.9
 118.9
 60.8
 87.5
Purchasing commitments:                  
Raw materials7,744.0
 688.1
 1,275.7
 1,416.0
 4,364.2
5,962.2
 623.6
 1,312.2
 1,260.2
 2,766.2
Capital expenditures4.1
 4.1
 
 
 
4.0
 4.0
 
 
 
Utilities1.6
 0.5
 0.8
 0.3
 
0.7
 0.4
 0.3
 
 
Total$14,136.5
 $1,009.9
 $2,553.7
 $2,901.6
 $7,671.3
$12,179.8
 $962.6
 $2,620.3
 $2,508.3
 $6,088.6


(a)(1)Excludes unamortized debt issuance costs and deferred losses on fair value interest rate swaps of $60.7$40.4 million at December 31, 2017. The2019. All debt obligations reflects the issuance of the $550.0 million 2030 Notes and related prepayment of the $1,375.0 million term loan facility in January 2018.are assumed to be held until maturity.


(b)(2)For the purposes of this table, we have assumed for all periods presented that there are no changes in the rates from those in effect at December 31, 20172019 which ranged from 1.27%1.70% to 10.00% and excludes $47.9$15.7 million of remaining accretion expense related to the 2020 ethylene payment discount.discount expected to be paid on or about the fourth quarter of 2020.


(c)(3)Given the inherent uncertainty as to actual minimum funding requirements for qualified defined benefit pension plans, no amounts are included in this table for any period beyond one year.  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 2018.2020.  During 2016,2019, we made a discretionary cash contribution to our domestic qualified defined benefit pension plan of $6.0$12.5 million. 


(d)(4)These amounts are only estimated payments assuming for our foreign qualified pension plans a weighted average annual expected rate of return on pension plan assets of 5.6%5.2% and a discount rate on pension plan obligations of 2.2%1.4%.  These estimated payments are subject to significant variation and the actual payments may be more than the amounts estimated.  In connection with international qualified defined benefit pension plans we made cash contributions of $2.4 million, $2.6 million and $1.7 million in 2019, 2018 and $1.3 million in 2017, and 2016, respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2018.2020. 



Non-cancelable operating leases and purchasing commitments are utilized in our normal course of business for our projected needs.  Our operating lease commitments are primarily for railroad cars, but also include logistics, manufacturing, office and storage facilities and equipment, information technology equipment and land.  Virtually none of our lease agreements contain escalation clauses or step rent provisions.  We 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. For losses that we believe are probable and which are estimable, we have accrued for such amounts in our consolidated balance sheets.  In addition to the table above, we have various commitments and contingencies including: defined benefit and postretirement healthcare plans (as described below), environmental matters (see discussion above under “Environmental Matters”) and litigation claims (see Item 3—“Legal Proceedings”).


We have several defined benefit pension and defined contribution pension plans, as described in theNote 14 “Pension Plans” noteand Note 18 “Contributing Employee Ownership Plan” in the notes to consolidated financial statements contained in Item 8.  We fund the defined benefit pension plans based on the minimum amounts required by law plus such amounts we deem appropriate.  We have postretirement healthcare plans that provide health and life insurance benefits to certain retired employees and their beneficiaries, as described in theNote 15 “Postretirement Benefits” note in the notes to consolidated financial statements contained in Item 8.  TheseThe defined contribution and other postretirement plans are not pre-funded and expenses are paid by us as incurred.


We also have standby letters of credit of $72.8$68.7 million of which $5.1$3.5 million have been issued through our 2019 Senior Revolving Credit Facility.  At December 31, 2017,2019, we had $574.9$796.5 million available under our 2019 Senior Revolving Credit Facility because we had outstanding borrowings of $20.0 million and issued $5.1$3.5 million of letters of credit.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES


Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets and liabilities.  Significant estimates in our consolidated financial statements include goodwill recoverability, environmental, restructuring and other unusual items, litigation, income tax reserves including deferred tax asset valuation allowances, pension, postretirement and other benefits and allowance for doubtful accounts.  We base our estimates on prior experience, current facts and circumstances and other assumptions.  Actual results may differ from these estimates.


We believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of the consolidated financial statements.


Goodwill


Goodwill is not amortized, but is reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred.  ASC 350 “Intangibles—Goodwill and Other” (ASC 350) permits entities to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. Circumstances that are considered as part of the qualitative assessment and could trigger the two-step impairment test include, but are not limited to:  a significant adverse change in the business climate; a significant adverse legal judgment; adverse cash flow trends; an adverse action or assessment by a government agency; unanticipated competition; sustained decline in our stock price; and a significant restructuring charge within a reporting unit.  We define reporting units at the business segment level or one level below the business segment level.  For purposes of testing goodwill for impairment, goodwill has been allocated to our reporting units to the extent it relates to each reporting unit. Based upon our qualitative assessment, it is more likely than not that the fair value of our reporting units are greater than their carrying amounts as of December 31, 2017. No impairment charges were recorded for 2017, 2016 or 2015.


It is our practice, at a minimum, to perform a quantitative goodwill impairment test in the fourth quarter every three years. In the fourth quarter of 2016,2019, we performed our triennial quantitative goodwill impairment test for our reporting units. We use a discounted cash flow approach to develop the estimated fair value of a reporting unit when a quantitative review is performed.  Management judgment is required in developing the assumptions for the discounted cash flow model.  We also corroborate our discounted cash flow analysis by evaluating a market-based approach that considers earnings before interest, taxes, depreciation and amortization (EBITDA) multiples from a representative sample of comparable public companies.  As a further indicator that each reporting unit has been valued appropriately using a discounted cash flow model, the aggregate fair value of all reporting units is reconciled to the total market value of Olin. An impairment would be recorded if the carrying amount of a reporting unit exceeded the estimated fair value. Based on the aforementioned analysis, the estimated fair value of

our reporting units substantially exceeded the carrying value of the reporting units. No impairment charges were recorded for 2019, 2018 or 2017.



The discount rate, profitability assumptions and terminal growth rate of our reporting units and the cyclical nature of the chlor alkali industry were the material assumptions utilized in the discounted cash flow model used to estimate the fair value of each reporting unit.  The discount rate reflects a weighted-average cost of capital, which is calculated based on observable market data.  Some of this data (such as the risk free or treasury rate and the pretax cost of debt) are based on the market data at a point in time.  Other data (such as the equity risk premium) are based upon market data over time for a peer group of companies in the chemical manufacturing or distribution industries with a market capitalization premium added, as applicable.


The discounted cash flow analysis requires estimates, assumptions and judgments about future events.  Our analysis uses our internally generated long-range plan.  Our discounted cash flow analysis uses the assumptions in our long-range plan about terminal growth rates, forecasted capital expenditures and changes in future working capital requirements to determine the implied fair value of each reporting unit.  The long-range plan reflects management judgment, supplemented by independent chemical industry analyses which provide multi-year chlor alkali industry operating and pricing forecasts.


We believe the assumptions used in our goodwill impairment analysis are appropriate and result in reasonable estimates of the implied fair value of each reporting unit.  However, given the economic environment and the uncertainties regarding the impact on our business, there can be no assurance that our estimates and assumptions, made for purposes of our goodwill impairment testing, will prove to be an accurate prediction of the future.  In order to evaluate the sensitivity of the fair value calculation on the goodwill impairment test, we applied a hypothetical 10% decrease to the fair value of each reporting unit. We also applied a hypothetical decrease of 100-basis points in our terminal growth rate or an increase of 100-basis points in our weighted-average cost of capital to test the fair value calculation. In all cases, the estimated fair value of our reporting units derived in these sensitivity calculations exceeded the carrying value in excess of 10%.  If our assumptions regarding future performance are not achieved, we may be required to record goodwill impairment charges in future periods.  It is not possible at this time to determine if any such future impairment charge would result or, if it does, whether such charge would be material.


Environmental


Accruals (charges to income) for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based upon current law and existing technologies.  These amounts, which are not discounted and are exclusive of claims against third parties, are adjusted periodically as assessments and remediation efforts progress or additional technical or legal information becomes available.  Environmental costs are capitalized if the costs increase the value of the property and/or mitigate or prevent contamination from future operations.  Environmental costs and recoveries are included in costs of goods sold.


Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting from investigatory studies, advances in technology, changes in environmental laws and regulations and their application, changes in regulatory authorities, the scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other PRPs and our ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs.  It is possible that some of these matters (the outcomes of which are subject to various uncertainties) may be resolved unfavorably to us, which could materially adversely affect our financial position, cash flows or results of operations.

Pension and Postretirement Plans

We account for our defined benefit pension plans and non-pension postretirement benefit plans using actuarial models required by ASC 715.  These models use an attribution approach that generally spreads the financial impact of changes to the plan and actuarial assumptions over the average remaining service lives of the employees in the plan.  Changes in liability due to changes in actuarial assumptions such as discount rate, rate of compensation increases and mortality, as well as annual deviations between what was assumed and what was experienced by the plan are treated as actuarial gains or losses.  The principle underlying the required attribution approach is that employees render service over their average remaining service lives on a relatively smooth basis and, therefore, the accounting for benefits earned under the pension or non-pension postretirement benefits plans should follow the same relatively smooth pattern.  Substantially all domestic defined benefit pension plan participants are no longer accruing benefits; therefore, actuarial gains and losses are amortized based upon the remaining life expectancy of the inactive plan participants.  For both the years ended December 31, 2017 and 2016, the average remaining life expectancy of the inactive participants in the domestic defined benefit pension plan was 19 years.

One of the key assumptions for the net periodic pension calculation is the expected long-term rate of return on plan assets, used to determine the “market-related value of assets.”  The “market-related value of assets” recognizes differences between the plan’s actual return and expected return over a five year period.  The required use of an expected long-term rate of return on the market-related value of plan assets may result in recognized pension income that is greater or less than the actual returns of those plan assets in any given year.  Over time, however, the expected long-term returns are designed to approximate the actual long-term returns and, therefore, result in a pattern of income and expense recognition that more closely matches the pattern of the services provided by the employees.  As differences between actual and expected returns are recognized over five

years, they subsequently generate gains and losses that are subject to amortization over the average remaining life expectancy of the inactive plan participants, as described in the preceding paragraph.

We use long-term historical actual return information, the mix of investments that comprise plan assets, and future estimates of long-term investment returns and inflation by reference to external sources to develop the expected long-term rate of return on plan assets as of December 31.

The discount rate assumptions used for pension and non-pension postretirement benefit plan accounting reflect the rates available on high-quality fixed-income debt instruments on December 31 of each year.  The rate of compensation increase is based upon our long-term plans for such increases.  For retiree medical plan accounting, we review external data and our own historical trends for healthcare costs to determine the healthcare cost trend rates.

Effective as of the Closing Date, we changed the approach used to measure service and interest costs for our defined benefit pension plans and on December 31, 2015 changed this approach for our other postretirement benefits. Prior to the Closing Date, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. Subsequent to the Closing Date for our defined benefit pension plans and beginning in 2016 for our other postretirement benefits, we elected to measure service and interest costs by applying the specific spot rates along the yield curve to the plans’ estimated cash flows. We believe the new approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our plan obligations. We have accounted for this change as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis.

Changes in pension costs may occur in the future due to changes in these assumptions resulting from economic events.  For example, holding all other assumptions constant, a 100-basis point decrease or increase in the assumed long-term rate of return on plan assets for our domestic qualified defined benefit pension plan would have decreased or increased, respectively, the 2017 defined benefit pension plan income by approximately $19.8 million.  Holding all other assumptions constant for our domestic qualified defined benefit pension plan, a 50-basis point decrease in the discount rate used to calculate pension income for 2017 and the projected benefit obligation as of December 31, 2017 would have decreased pension income by $0.4 million and increased the projected benefit obligation by $162.0 million.  A 50-basis point increase in the discount rate used to calculate pension income for 2017 and the projected benefit obligation as of December 31, 2017 for our domestic qualified defined benefit pension plan would have increased pension income by $0.6 million and decreased the projected benefit obligation by $146.0 million.  For additional information on long-term rates of return, discount rates and projected healthcare costs projections, see “Pension Plans” and “Postretirement Benefits” in the notes to the consolidated financial statements contained in Item 8.


NEW ACCOUNTING PRONOUNCEMENTS


In February 2018,December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”2019-12, “Simplifying the Accounting for Income Taxes” which amends ASC 220740 “Income Statement—Reporting Comprehensive Income.”Taxes” (ASC 740). This update allows a reclassification from accumulated other comprehensiveis intended to simplify accounting for income (AOCI)taxes by removing certain exceptions to retained earnings for the stranded tax effects resulting from the 2017 Tax Act during each fiscal year or quartergeneral principles in which the effectASC 740 and amending existing guidance to improve consistent application of the lower tax rate is recorded.  TheASC 740. This update is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with earlier application permitted.  We are currently evaluating the effect of this update on our consolidated financial statements; however, we expect the provisional deferred gain to be reclassified from AOCI to retained earnings to be approximately $85 million upon adoption.

SEC Staff Accounting Bulletin No. 118, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act” (SAB 118), has provided guidance for companies that have not completed their accounting for the income tax effects of the 2017 Tax Act in the period of enactment, allowing for a measurement period of up to one year after the enactment date to finalize the recording of the related tax impacts. We recognized a provisional deferred tax benefit of $437.9 million, which is included as a component of income tax (benefit) provision. At December 31, 2017, we have not completed our accounting for the tax effects of enactment of the 2017 Tax Act as the income tax benefit may require further adjustments in 2018 due to anticipated additional guidance from the U.S. Department of the Treasury, changes in Olin’s assumptions, completion of 2017 tax returns, and further information and interpretations that become available; however, we have made a reasonable estimate of the effects on our existing deferred tax balances and of the one-time transition tax. Additional revisions to our estimates through the measurement period may have a material impact on our consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, “Targeted Improvements to Accounting for Hedge Activities” which amends ASC 815 “Derivatives and Hedging” (ASC 815). This update is intended to more closely align hedge accounting with

companies’ risk management strategies, simplify the application of hedge accounting guidance, and increase transparency as to the scope and results of hedge programs. The update is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with earlier application permitted. We are currently evaluating the effect of this update on our consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” which amends ASC 715. This update requires the presentation of the service cost component of net periodic benefit income (costs) in the same income statement line item as other employee compensation costs arising from services rendered during the period. The update requires the presentation of the other components of the net periodic benefit income (costs) separately from the line item that includes the service cost and outside of any subtotal of operating income. The update is effective for fiscal years beginning after December 15, 2017,2020 and interim periods within those fiscal years. The guidance in this update ishas various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted.  The adoption of ASU 2017-07 will result in a change in our net periodic benefit income (costs) within operating income, which will be offset by a corresponding change in non-operating income (expense) to reflect the impact of presenting the interest cost, expected return on plan assets and amortization of prior service cost and net actuarial loss components of net periodic benefit income (costs) outside of operating income.  We have adopted this update on January 1, 2018 using the retrospective method reflecting the aforementioned reclassification on our consolidated statements of operations in the period of adoption.  The adoption of this update2020 which did not have a material impact on our consolidated balance sheets or our consolidated statements of cash flows.financial statements.


In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” which amends ASC 350. This update will simplify the measurement of goodwill impairment by eliminating Step 2 from the goodwill impairment test. This update will require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount

exceeds the reporting unit’s fair value. The update does not modify the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This update is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The guidance in this update is applied on a prospective basis, with earlier application permitted. We plan to adoptadopted this update on January 1, 2020 and do not expect the update to have a material impact on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments” which amends ASC 230 “Statement of Cash Flows.” This update will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The update is effective for fiscal years beginning after December 15, 2017. The update will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. We adopted this update on January 1, 2018. The adoption of this update did not have a material impact on our consolidated financial statements.


In MarchJune 2016, the FASB issued ASU 2016-09 “Improvements to Employee Share-Based Payment Accounting”2016-13, “Measurement of Credit Losses on Financial Instruments,” (ASU 2016-13) which amends ASC 718 “Compensation—Stock Compensation.” This326 “Financial Instruments—Credit Losses” (ASC 326).  Subsequent to the issuance of ASU 2016-13, ASC 326 was amended by various updates that amend and clarify the impact and implementation of the aforementioned update.  The new guidance introduces the current expected credit loss (CECL) model, which will require an entity to record an allowance for credit losses for certain financial instruments and financial assets, including trade receivables, based on expected losses rather than incurred losses.  Under this update, on initial recognition and at each reporting period, an entity will simplifybe required to recognize an allowance that reflects the income tax consequences, accounting for forfeitures and classification onentity’s current estimate of credit losses expected to be incurred over the statementslife of cash flows of share-based payment arrangements.the financial instrument.  This update is effective for fiscal years beginning after December 15, 2016,2019, and interim periods within those fiscal years,years.  The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis, with earlier application permitted.  We adopted this update on January 1, 2017,2020 which was applied prospectively; therefore, prior periods have not been retrospectively adjusted. The adoption of this update did not have a material impact on our consolidated financial statements.statements and related disclosures.


In February 2016, the FASB issued ASU 2016-02 “Leases,” (ASU 2016-02) which supersedes ASC 840 “Leases” and creates a new topic, ASC 842 “Leases.”“Leases” (ASC 842). Subsequent to the issuance of ASU 2016-02, ASC 842 was amended by various updates that amend and clarify the impact and implementation of the aforementioned update. These updates require lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. Upon initial application, the provisions of these updates are required to be applied using the modified retrospective method which requires retrospective adoption to each prior reporting period presented with the cumulative effect of adoption recorded to the earliest reporting period presented.  An optional transition method can be utilized which requires application of these updates beginning on the date of adoption with the cumulative effect of initially applying these updates recognized at the date of initial adoption. These updates also expand the required quantitative and qualitative disclosures surrounding leases. These updates are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with earlier application permitted. These updates will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating the effect of these updates on our consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11 “Simplifying the Measurement of Inventory,” which amends ASC 330 “Inventory.” This update requires entities to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal and transportation. This update simplifies the current guidance under which an entity must measure inventory at the lower of cost or market. This update does not impact inventory measured using LIFO. This update is effective for fiscal years beginning after December 15, 2016. We adopted this update on January 1, 2017, which was applied prospectively; therefore,

prior periods have not been retrospectively adjusted. The adoption of this update did not have a material impact on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (ASU 2014-09), which amends ASC 605 “Revenue Recognition” and creates a new topic, ASC 606 “Revenue from Contracts with Customers” (ASC 606). Subsequent to the issuance of ASU 2014-09, ASC 606 was amended by various updates that amend and clarify the impact and implementation of the aforementioned update. These updates provide guidance on how an entity should recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Upon initial application, the provisions of these updates are required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. These updates also expand the disclosure requirements surrounding revenue recorded from contracts with customers. These updates are effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. We adopted these updates on January 1, 20182019 using the modified retrospectiveoptional transition method. TheAccordingly, prior periods were not retrospectively adjusted. Adoption of these updates resulted in the recording of operating lease assets and lease liabilities on our consolidated balance sheet of $291.9 million as of January 1, 2019. Our assets and liabilities for finance leases remained unchanged. We also recognized the cumulative effect of applying thethese updates will be recordedas an adjustment to retained earnings as of $11.2 million, net of tax, which was primarily related to the daterecognition of previously deferred sale/leaseback gains. Our consolidated statements of operations and cash flows, along with our compliance with all covenants and restrictions under all our outstanding credit agreements, were not impacted by this adoption. The most significant impact theThese updates will have will be onalso impacted our accounting policies, internal controls and disclosures on revenue recognition. The adoption of these updates did not have a material impact on our consolidated financial statements.related to leases. Expanded disclosures regarding revenue recognition will beleases are included within ourin Note 23 “Leases” in the notes to the consolidated financial statements contained in the period of adoption.Item 8.


DERIVATIVE FINANCIAL INSTRUMENTS


We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing and financing activities and our operations that use foreign currencies.  The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings.  We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks.  ASC 815 requires an entity to recognize all derivatives as either assets or liabilities in the consolidated balance sheets and measure those instruments at fair value.  In accordance with ASC 815, we designate derivative contracts as cash flow hedges of forecasted purchases of commodities and forecasted interest payments related to variable-rate borrowings and designate certain interest rate swaps as fair value hedges of fixed-rate borrowings.  We do not enter into any derivative instruments for trading or speculative purposes.


Energy costs, including electricity and natural gas, and certain raw materials used in our production processes are subject to price volatility.  Depending on market conditions, we may enter into futures contracts, forward contracts, commodity swaps and put and call option contracts in order to reduce the impact of commodity price fluctuations.  The majority of our commodity derivatives expire within one year.  Those commodity contracts that extend beyond one year correspond with raw material purchases for long-term fixed-price sales contracts.


For derivative instruments that are designated and qualify as a cash flow hedge, the change in fair value of the derivative is recognized as a component of other comprehensive income (loss) until the hedged item is recognized into earnings.  Gains and losses on the derivatives representing hedge ineffectiveness are recognized currently in earnings.


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.  Settlements on commodity derivative contracts resulted in (losses) gains of $(31.1) million, $5.4 million, and $1.5 million in 20172019, 2018, and losses of $5.8 million and $9.7 million in 2016 and 2015,2017, respectively which were included in cost of goods sold.  At December 31, 2017,2019, we had open derivative notional contract positions through 20222027 totaling $92.8$174.6 million (2016—(2018—$101.6116.5 million).  If all open futures contracts had been settled on December 31, 2017,2019, we would have recognized a pretax gainloss of $7.5$17.6 million.


If commodity prices were to remain at December 31, 20172019 levels, approximately $1.7$12.7 million of deferred gains,losses, net of tax, would be reclassified into earnings during the next twelve months.  The actual effect on earnings will be dependent on actual commodity prices when the forecasted transactions occur.



We use interest rate swaps as a means of minimizing significant unanticipated earningscash flow fluctuations that may arise from volatility in interest rates of our variable-rate borrowings. In April 2016, we entered into three tranches of forward starting interest rate swaps whereby we agreed to pay fixed rates to the counterparties who, in turn, pay us floating rates on $1,100.0 million, $900.0 million and $400.0 million of our underlying floating-rate debt obligations. Each tranche’s term length iswas for twelve months beginning on December 31, 2016, December 31, 2017 and December 31, 2018, respectively. The counterparties to the agreements are SMBC Capital Markets, Inc., Wells Fargo, PNC Bank, National Association, and Toronto-Dominion Bank. These counterparties are large financial institutions; however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position or results of operations. We have designated the swaps as cash flow hedges of the risk of changes in interest payments associated with our variable-rate borrowings. Accordingly,In July 2019, we terminated the remaining interest rate swap agreements have been recorded at their fair market valueagreement which resulted in a gain of $10.5$1.8 million and are includedthat was recognized in other current assets and other assets on the accompanying consolidated balance sheet, with the corresponding gain deferred as a component of other comprehensive loss. Forinterest expense for the year ended December 31, 2019. For the years ended December 31, 2019, 2018 and 2017, $4.3 million, $8.9 million and $3.1 million, respectively, of income was recorded to interest expense on the accompanying consolidated statementstatements of operations related to these swap agreements. If all open futures contracts had been settled on December 31, 2017, we would have recognized a pretax gain of $10.5 million.

If interest rates were to remain at December 31, 2017 levels, $5.2 million of deferred gains would be reclassified into earnings during the next twelve months. The actual effect on earnings will be dependent on actual interest rates when the forecasted transactions occur.


We also use interest rate swaps as a means of managing interest expense and floating interest rate exposure to optimal levels.  For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings.  We include the gain or loss on the hedged items (fixed-rate borrowings) in the same line item, interest expense, as the offsetting loss or gain on the related interest rate swaps.  As of both December 31, 2017 and

In April 2016, the total notional amounts of ourwe entered into interest rate swaps on $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates to the counterparties who, in turn, pay us fixed rates.  In October 2016, we entered into interest rate swaps on an additional $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates to the counterparties who, in turn, pay us fixed rates.  We designated as fair value hedges were $500.0 million.

We have designated thesethe April 2016 and October 2016 interest rate swap agreements as fair value hedges of the risk of changes in the value of fixed ratefixed-rate debt due to changes in interest rates for a portion of our fixedfixed-rate borrowings. In August 2019, we terminated the April 2016 and October 2016 interest rate borrowings. Accordingly, the swap agreements have been recorded at their fair market valueswaps which resulted in a loss of $28.1$2.3 million and are included in other long-term liabilities on the accompanying consolidated balance sheet, with a corresponding decrease inthat will be deferred as an offset to the carrying amountvalue of the related debt.debt and will be recognized to interest expense through October 2025. As of December 31, 2019, $2.2 million of this loss was included in long-term debt in the consolidated balance sheet. For the years ended December 31, 20172019 and 2016, $2.92018, $2.6 million and $2.6$2.1 million, respectively, of expense and for the year ended December 31, 2017, $2.9 million of income has beenwas recorded to interest expense on the accompanying consolidated statementstatements of operations related to these swap agreements.


We actively manage currency exposures that are associated with net monetary asset positions, currency purchases and sales commitments denominated in foreign currencies and foreign currency denominated assets and liabilities created in the normal course of business. We enter into forward sales and purchase contracts to manage currency risk to offset our net exposures, by currency, related to the foreign currency denominated monetary assets and liabilities of our operations. At December 31, 2017,2019, we had outstanding forward contracts to buy foreign currency with a notional value of $135.5$140.6 million and to sell foreign currency with a notional value of $97.7$99.2 million. All of the currency derivatives expire within one year and are for USDU.S. dollar (USD) equivalents. The counterparties to the forward contracts are large financial institutions; however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position or results of operations. At December 31, 2016,2018, we had outstanding forward contracts to buy foreign currency with a notional value of $73.2$123.7 million and to sell foreign currency with a notional value of $100.8$82.6 million.


Our foreign currency forward contracts and certain commodity derivatives did not meet the criteria to qualify for hedge accounting.  The effect on operating results of items not qualifying for hedge accounting was a (loss) gain of $(4.0) million, $(5.4) million and $1.8 million in 20172019, 2018 and losses of $11.5 million and $2.1 million in 2016 and 2015,2017, respectively.



The fair value of our derivative asset and liability balances were:
December 31,December 31,
2017 20162019 2018
($ in millions)($ in millions)
Other current assets$19.2
 $13.5
$1.9
 $5.7
Other assets3.6
 7.7
0.7
 0.7
Total derivative asset$22.8
 $21.2
$2.6
 $6.4
Current installments of long-term debt$
 $0.1
Accrued liabilities3.8
 1.2
$19.0
 $3.5
Other liabilities28.1
 28.5
1.8
 34.1
Total derivative liability$31.9
 $29.8
$20.8
 $37.6

The ineffective portion of changes in fair value resulted in zero charged or credited to earnings for the years ended December 31, 2017, 2016 and 2015.


Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing and financing activities and our operations that use foreign currencies.  The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings.  We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks.


Energy costs, including electricity and natural gas, and certain raw materials used in our production processes are subject to price volatility.  Depending on market conditions, we may enter into futures contracts, forward contracts, commodity swaps and put and call option contracts in order to reduce the impact of commodity price fluctuations.  As of December 31, 2017,2019, we maintained open positions on commodity contracts with a notional value totaling $92.8$174.6 million ($101.6116.5 million at December 31, 2016)2018).  Assuming a hypothetical 10% increase in commodity prices, which are currently hedged, as of December 31, 2017,2019, we would experience a $9.3an $17.5 million ($10.211.7 million at December 31, 2016)2018) increase in our cost of inventory purchased, which would be substantially offset by a corresponding increase in the value of related hedging instruments.


We transact business in various foreign currencies other than the USD which exposes us to movements in exchange rates which may impact revenue and expenses, assets and liabilities and cash flows. Our significant foreign currency exposure is denominated with European currencies, primarily the Euro, although exposures also exist in other currencies of Asia Pacific, Latin America, Middle East and Africa. For all derivative positions, we evaluated the effects of a 10% shift in exchange rates between those currencies and the USD, holding all other assumptions constant. Unfavorable currency movements of 10% would negatively affect the fair values of the derivatives held to hedge currency exposures by $20.2$21.3 million. These unfavorable changes would generally have been offset by favorable changes in the values of the underlying exposures.


We are exposed to changes in interest rates primarily as a result of our investing and financing activities.  Our current debt structure is used to fund business operations, and commitments from banks under our Delayed Draw Term Loan Facility, 2019 Senior Revolving Credit Facility, Receivables Financing Agreement and AR Facilities are a sourcesources of liquidity.  As of December 31, 2017,2019, we had long-term borrowings, including current installments of long-term debt and capitalfinance lease obligations, of $3,612.0$3,340.8 million ($3,617.63,230.3 million at December 31, 2016)2018) of which $1,749.0$155.9 million ($2,238.4823.9 million at December 31, 2016)2018) was issued at variable rates.

In April 2016, we entered into three tranches of forward starting Included within long-term borrowings on the consolidated balance sheets were deferred debt issuance costs and deferred losses on fair value interest rate swaps whereby we agreed to pay fixed rates to the counterparties who, in turn, pay us floating rates on $1,100.0 million, $900.0 million and $400.0 million of our underlying floating-rate debt obligations. Each tranche’s term length is for twelve months beginning on December 31, 2016, December 31, 2017 and December 31, 2018, respectively. The counterparties to the agreements are SMBC Capital Markets, Inc., Wells Fargo, PNC Bank, National Association, and Toronto-Dominion Bank. These counterparties are large financial institutions; however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position or results of operations.swaps.

In April 2016, we entered into interest rate swaps on $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates to the counterparties, who, in turn, pay us fixed rates. The counterparties to these agreements are Toronto-Dominion Bank and SMBC Capital Markets, Inc., both of which are major financial institutions.

In October 2016, we entered into interest rate swaps on an additional $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates to the counterparties who, in turn, pay us fixed rates.  The counterparties to these agreements are PNC Bank, National Association and Wells Fargo, both of which are major financial institutions.


Assuming no changes in the $1,749.0$155.9 million of variable-rate debt levels from December 31, 2017,2019, we estimate that a hypothetical change of 100-basis points in the LIBOR interest rates from 20172019 would impact annual interest expense by $17.5$1.6 million. A portion of this hypothetical change would be offset by our interest rate swaps.


Our interest rate swaps reduced interest expense by $1.7 million, $6.8 million and $6.1 million $3.7 millionin 2019, 2018 and $2.8 million in 2017, 2016 and 2015, respectively.


If the actual changes in commodities, foreign currency or interest pricing is substantially different than expected, the net impact of commodity risk, foreign currency risk or interest rate risk on our cash flow may be materially different than that disclosed above.


We do not enter into any derivative financial instruments for speculative purposes.


CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS


This report includes forward-looking statements.  These statements relate to analyses and other information that are based on management’s beliefs, certain assumptions made by management, forecasts of future results and current expectations, estimates and projections about the markets and economy in which we and our various segments operate.  The statements contained in this report that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.


We have used the words “anticipate,” “intend,” “may,” “expect,” “believe,” “should,” “plan,” “estimate,” “project,” “forecast,” “optimistic” and variations of such words and similar expressions in this report to identify such forward-looking statements.  These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control.  Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements.  We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise.


The risks, uncertainties and assumptions involved in our forward-looking statements include those discussed under Item 1A—“Risk Factors.”  You should consider all of our forward-looking statements in light of these factors.  In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of our forward-looking statements.



Item 8.  CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING


The management of Olin Corporation is responsible for establishing and maintaining adequate internal control over financial reporting.  Olin’s internal control system was designed to provide reasonable assurance to the company’s management and board of directors regarding the preparation and fair presentation of published financial statements.


All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation, and may not prevent or detect all misstatements.


The management of Olin Corporation has assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2017.2019.  In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Control - Integrated Framework(2013) to guide our analysis and assessment.  Based on our assessment as of December 31, 2017,2019, the company’s internal control over financial reporting was effective based on those criteria.


Our independent registered public accountants, KPMG LLP, have audited and issued a report on our internal control over financial reporting, which appears in this Form 10-K.




/s/ John E. Fischer
Chairman, President and Chief Executive Officer




/s/ Todd A. Slater
Vice President and Chief Financial Officer



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Shareholders and Board of Directors of
Olin Corporation:


Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting


We have audited the accompanying consolidated balance sheets of Olin Corporation and subsidiaries (the Company) as of December 31, 20172019 and 2016,2018, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017,2019, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.  


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172019 and 2016,2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017,2019, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.


Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Update 2016-02 - Leases and amendments thereto.

Basis for Opinions


The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.


Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.


Definition and Limitations of Internal Control Over Financial Reporting


A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the recoverability of the carrying value of goodwill

As discussed in Notes 2 and 12 to the consolidated financial statements, the carrying amount of goodwill as of December 31, 2019 was $2,119.7 million. Of this amount, the goodwill balances of the Chlor Alkali Products and Vinyls and Epoxy reporting units were $1,832.7 million and $287.0 million, respectively. The Company performs a goodwill impairment assessment on an annual basis during the fourth quarter of each fiscal year or whenever events and changes in circumstances indicate that the carrying value of a reporting unit might exceed the fair value of each reporting unit.

We identified the evaluation of the recoverability of the carrying value of goodwill for each reporting unit as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate certain assumptions used in the Company’s estimate of the fair value of the reporting units. Specifically, the cash flow projections and the discount rate assumptions underlying the Company’s determination of the fair value of the reporting units were challenging to audit as changes to those assumptions had a significant effect on the assessment of the fair value for the reporting units.

The primary procedures that we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s goodwill impairment assessment process, including controls related to the development of the cash flow and discount rate assumptions. We evaluated the Company’s cash flow projection assumptions for each reporting unit, including revenue growth rates and forecasted margins, by comparing them to the Company’s past history, industry reports, and peer companies’ analyst reports and historical growth rates. We performed sensitivity analyses over the cash flow projections and discount rate assumptions to assess their impact on the Company’s determination that the fair value of each reporting unit exceeded its carrying value. In addition, we involved a valuation professional with specialized skills and knowledge who assisted in:

Evaluating the Company’s selection of discount rates, by comparing them against a discount rate range that was independently developed using publicly available market data for comparable entities, and
Developing an estimate of each reporting unit’s fair value using the reporting unit’s cash flow forecast and independently developed discount rates, and comparing the results of our estimate of fair value to the Company’s fair value estimate.

Determination of environmental obligations

As discussed in Notes 2 and 22 to the consolidated financial statements, the Company has recorded liabilities for future environmental expenditures of $139.0 million as of December 31, 2019. The Company accrues a liability for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based upon current law and existing technologies.

We identified the determination of the environmental liabilities as a critical audit matter. This required challenging auditor judgment due to the nature of the estimate and assumptions, including judgments about future events and uncertainties and the time period over which remediation will occur.

The primary procedures that we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s process to estimate environmental obligations, including controls related to the

monitoring of the liability as compared to remedial activities required by regulatory authority. We involved an environmental professional with specialized skills and knowledge who assisted in assessing the Company’s environmental specialist’s qualifications and in evaluating the Company’s planned remediation activities for certain sites. We compared the Company’s planned remediation activities to those communicated to regulatory authorities, those commonly observed in conducting remediation, and to the liability recorded. We also considered the Company’s changes in the liability and assumptions from those used in the prior year.

/s/ KPMG LLP


We have served as the Company’s auditor since 1954.


St. Louis, Missouri
February 26, 201824, 2020

CONSOLIDATED BALANCE SHEETS
December 31
(In millions, except per share data)


Assets2017 20162019 2018
Current assets:      
Cash and cash equivalents$218.4
 $184.5
$220.9
 $178.8
Receivables, net733.2
 675.0
760.4
 776.3
Income taxes receivable16.9
 25.5
13.9
 5.9
Inventories, net682.6
 630.4
695.7
 711.4
Other current assets48.1
 30.8
23.1
 35.0
Total current assets1,699.2
 1,546.2
1,714.0
 1,707.4
Property, plant and equipment, net3,575.8
 3,704.9
3,323.8
 3,482.1
Operating lease assets, net377.8
 
Deferred income taxes36.4
 119.5
35.3
 26.3
Other assets1,208.4
 644.4
1,169.1
 1,150.4
Intangible assets, net578.5
 629.6
448.1
 511.6
Goodwill2,120.0
 2,118.0
2,119.7
 2,119.6
Total assets$9,218.3
 $8,762.6
$9,187.8
 $8,997.4
Liabilities and Shareholders’ Equity      
Current liabilities:      
Current installments of long-term debt$0.7
 $80.5
$2.1
 $125.9
Accounts payable669.8
 570.8
651.9
 636.5
Income taxes payable9.4
 7.5
19.8
 22.6
Current operating lease liabilities79.3
 
Accrued liabilities274.4
 263.8
329.1
 333.3
Total current liabilities954.3
 922.6
1,082.2
 1,118.3
Long-term debt3,611.3
 3,537.1
3,338.7
 3,104.4
Operating lease liabilities303.4
 
Accrued pension liability635.9
 638.1
797.7
 674.3
Deferred income taxes511.2
 1,032.5
454.5
 518.9
Other liabilities751.9
 359.3
793.8
 749.3
Total liabilities6,464.6
 6,489.6
6,770.3
 6,165.2
Commitments and contingencies
 

 

Shareholders’ equity:      
Common stock, par value $1 per share:   
Authorized, 240.0 shares;   
Issued and outstanding, 167.1 shares (165.4 in 2016)167.1
 165.4
Common stock, $1.00 par value per share:   
Authorized, 240.0 shares; issued and outstanding, 157.7 and 165.3 shares157.7
 165.3
Additional paid-in capital2,280.9
 2,243.8
2,122.1
 2,247.4
Accumulated other comprehensive loss(484.6) (510.0)(803.4) (651.0)
Retained earnings790.3
 373.8
941.1
 1,070.5
Total shareholders’ equity2,753.7
 2,273.0
2,417.5
 2,832.2
Total liabilities and shareholders’ equity$9,218.3
 $8,762.6
$9,187.8
 $8,997.4


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



CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31
(In millions, except per share data)


2017 2016 20152019 2018 2017
Sales$6,268.4
 $5,550.6
 $2,854.4
$6,110.0
 $6,946.1
 $6,268.4
Operating expenses:          
Cost of goods sold5,539.6
 4,923.7
 2,486.8
5,439.2
 5,822.1
 5,554.9
Selling and administration350.7
 323.2
 186.3
416.9
 430.6
 369.8
Restructuring charges37.6
 112.9
 2.7
76.5
 21.9
 37.6
Acquisition-related costs12.8
 48.8
 123.4

 1.0
 12.8
Other operating income3.3
 10.6
 45.7
0.4
 6.4
 3.3
Operating income331.0
 152.6
 100.9
177.8
 676.9
 296.6
Earnings of non-consolidated affiliates1.8
 1.7
 1.7
Earnings (losses) of non-consolidated affiliates
 (19.7) 1.8
Interest expense217.4
 191.9
 97.0
243.2
 243.2
 217.4
Interest income1.8
 3.4
 1.1
1.0
 1.6
 1.8
Non-operating pension income16.3
 21.7
 34.4
Other income11.2
 
 
Income (loss) before taxes117.2
 (34.2) 6.7
(36.9) 437.3
 117.2
Income tax (benefit) provision(432.3) (30.3) 8.1
(25.6) 109.4
 (432.3)
Net income (loss)$549.5
 $(3.9) $(1.4)
Net income (loss) per common share:     
Net (loss) income$(11.3) $327.9
 $549.5
Net (loss) income per common share:     
Basic$3.31
 $(0.02) $(0.01)$(0.07) $1.97
 $3.31
Diluted$3.26
 $(0.02) $(0.01)$(0.07) $1.95
 $3.26
Average common shares outstanding:          
Basic166.2
 165.2
 103.4
162.3
 166.8
 166.2
Diluted168.5
 165.2
 103.4
162.3
 168.4
 168.5


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



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Years ended December 31
(In millions)



 2017 2016 2015
Net income (loss)$549.5
 $(3.9) $(1.4)
Other comprehensive income (loss), net of tax:     
Foreign currency translation adjustments, net31.7
 (12.0) (9.8)
Unrealized (losses) gains on derivative contracts, net(1.7) 19.7
 (2.7)
Pension and postretirement liability adjustments, net(21.6) (37.5) (78.8)
Amortization of prior service costs and actuarial losses, net17.0
 12.3
 41.9
Total other comprehensive income (loss), net of tax25.4
 (17.5) (49.4)
Comprehensive income (loss)$574.9
 $(21.4) $(50.8)
 2019 2018 2017
Net (loss) income$(11.3) $327.9
 $549.5
Other comprehensive (loss) income, net of tax:     
Foreign currency translation adjustments, net(9.1) (22.2) 31.7
Unrealized losses on derivative contracts, net(15.4) (11.7) (1.7)
Pension and postretirement liability adjustments, net(150.2) (74.9) (21.6)
Amortization of prior service costs and actuarial losses, net22.3
 28.3
 17.0
Total other comprehensive (loss) income, net of tax(152.4) (80.5) 25.4
Comprehensive (loss) income$(163.7) $247.4
 $574.9


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



CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In millions, except per share data)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In millions, except per share data)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In millions, except per share data)
Common Stock 
Additional
Paid-In
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Retained
Earnings
 
Total
Shareholders’
Equity
Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Shareholders’ Equity
Shares
Issued
 
Par
Value
 Shares Issued Par Value 
Balance at January 1, 201577.4
 $77.4
 $788.3
 $(443.1) $590.7
 $1,013.3
Net loss
 
 
 
 (1.4) (1.4)
Other comprehensive loss
 
 
 (49.4) 
 (49.4)
Dividends paid:           
Common stock ($0.80 per share)
 
 
 
 (79.5) (79.5)
Common stock issued for:           
Stock options exercised0.1
 0.1
 3.0
 
 
 3.1
Other transactions0.1
 0.1
 2.2
 
 
 2.3
Business acquired in purchase transaction, net of issuance costs87.5
 87.5
 1,438.0
 
 
 1,525.5
Stock-based compensation
 
 4.9
 
 
 4.9
Balance at December 31, 2015165.1
 165.1
 2,236.4
 (492.5) 509.8
 2,418.8
Net loss
 
 
 
 (3.9) (3.9)
Other comprehensive loss
 
 
 (17.5) 
 (17.5)
Dividends paid:           
Common stock ($0.80 per share)
 
 
 
 (132.1) (132.1)
Common stock issued for:           
Stock options exercised0.3
 0.3
 3.8
 
 
 4.1
Other transactions
 
 (0.8) 
 
 (0.8)
Stock-based compensation
 
 4.4
 
 
 4.4
Balance at December 31, 2016165.4
 165.4
 2,243.8
 (510.0) 373.8
 2,273.0
Balance at January 1, 2017165.4
 $165.4
 $2,243.8
 $(510.0) $373.8
 $2,273.0
Net income
 
 
 
 549.5
 549.5

 
 
 
 549.5
 549.5
Other comprehensive income
 
 
 25.4
 
 25.4

 
 
 25.4
 
 25.4
Dividends paid:                      
Common stock ($0.80 per share)
 
 
 
 (133.0) (133.0)
 
 
 
 (133.0) (133.0)
Common stock issued for:                      
Stock options exercised1.7
 1.7
 30.7
 
 
 32.4
1.7
 1.7
 30.7
 
 
 32.4
Other transactions
 
 (0.9) 
 
 (0.9)
 
 (0.9) 
 
 (0.9)
Stock-based compensation
 
 7.3
 
 
 7.3

 
 7.3
 
 
 7.3
Balance at December 31, 2017167.1
 $167.1
 $2,280.9
 $(484.6) $790.3
 $2,753.7
167.1
 $167.1
 $2,280.9
 $(484.6) $790.3
 $2,753.7
Income tax reclassification adjustment
 
 
 (85.9) 85.9
 
Net income
 
 
 
 327.9
 327.9
Other comprehensive loss
 
 
 (80.5) 
 (80.5)
Dividends paid:           
Common stock ($0.80 per share)
 
 
 
 (133.6) (133.6)
Common stock repurchased and retired(2.1) (2.1) (47.9) 
 
 (50.0)
Common stock issued for:           
Stock options exercised0.2
 0.2
 3.2
 
 
 3.4
Other transactions0.1
 0.1
 2.0
 
 
 2.1
Stock-based compensation
 
 9.2
 
 
 9.2
Balance at December 31, 2018165.3
 $165.3
 $2,247.4
 $(651.0) $1,070.5
 $2,832.2
Lease accounting adoption adjustment
 
 
 
 11.2
 11.2
Net loss
 
 
 
 (11.3) (11.3)
Other comprehensive loss
 
 
 (152.4) 
 (152.4)
Dividends paid:           
Common stock ($0.80 per share)
 
 
 
 (129.3) (129.3)
Common stock repurchased and retired(8.0) (8.0) (137.9) 
 
 (145.9)
Common stock issued for:           
Stock options exercised0.1
 0.1
 1.6
 
 
 1.7
Other transactions0.3
 0.3
 2.8
 
 
 3.1
Stock-based compensation
 
 8.2
 
 
 8.2
Balance at December 31, 2019157.7
 $157.7
 $2,122.1
 $(803.4) $941.1
 $2,417.5


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



CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31
(In millions)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31
(In millions)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31
(In millions)
2017 2016 20152019 2018 2017
Operating Activities          
Net income (loss)$549.5
 $(3.9) $(1.4)
Adjustments to reconcile net income (loss) to net cash and cash equivalents provided by (used for) operating activities:     
Earnings of non-consolidated affiliates(1.8) (1.7) (1.7)
Net (loss) income$(11.3) $327.9
 $549.5
Adjustments to reconcile net (loss) income to net cash and cash equivalents provided by (used for) operating activities:     
Gain on disposition of non-consolidated affiliate(11.2) 
 
Losses (earnings) of non-consolidated affiliates
 19.7
 (1.8)
Losses (gains) on disposition of property, plant and equipment(3.1) 0.7
 (25.2)
 2.0
 (3.1)
Stock-based compensation9.1
 7.5
 7.6
10.7
 12.0
 9.1
Depreciation and amortization558.9
 533.5
 228.9
597.4
 601.4
 558.9
Deferred income taxes(452.7) (32.7) 5.6
(45.5) 35.6
 (452.7)
Write-off of equipment and facility included in restructuring charges1.4
 76.6
 0.5
58.9
 2.6
 1.4
Qualified pension plan contributions(1.7) (7.3) (0.9)(14.9) (2.6) (1.7)
Qualified pension plan income(26.9) (37.5) (32.0)(9.3) (15.0) (26.9)
Change in assets and liabilities:          
Receivables(49.9) 38.5
 (115.1)12.3
 (46.3) (49.9)
Income taxes receivable/payable9.6
 10.7
 (12.6)(10.7) 24.5
 9.6
Inventories(37.8) 23.9
 (1.7)13.0
 (35.5) (37.8)
Other current assets(12.1) 20.9
 (30.6)7.4
 0.2
 (12.1)
Accounts payable and accrued liabilities100.0
 (13.1) 185.1
(11.0) (14.5) 100.0
Other assets5.8
 (4.3) 37.6
(1.3) (2.6) 5.8
Other noncurrent liabilities(5.9) (12.1) (32.5)30.5
 4.3
 (5.9)
Other operating activities6.4
 3.5
 5.5
2.3
 (5.9) 6.4
Net operating activities648.8
 603.2
 217.1
617.3
 907.8
 648.8
Investing Activities          
Capital expenditures(294.3) (278.0) (130.9)(385.6) (385.2) (294.3)
Business acquired and related transactions, net of cash acquired
 (69.5) (408.1)
Payments under long-term supply contracts(209.4) (175.7) 

 
 (209.4)
Proceeds from sale/leaseback of equipment
 40.4
 
Proceeds from disposition of property, plant and equipment5.2
 0.5
 26.2

 2.9
 5.2
Proceeds from disposition of affiliated companies
 8.8
 8.8
20.0
 
 
Net investing activities(498.5) (473.5) (504.0)(365.6) (382.3) (498.5)
Financing Activities          
Long-term debt:          
Borrowings2,035.5
 230.0
 1,275.0
825.0
 570.0
 2,035.5
Repayments(2,037.9) (435.3) (730.7)(744.2) (946.1) (2,037.9)
Common stock repurchased and retired(145.9) (50.0) 
Stock options exercised29.8
 0.5
 2.2
1.7
 3.4
 29.8
Excess tax benefits from stock-based compensation
 0.4
 0.4
Dividends paid(133.0) (132.1) (79.5)(129.3) (133.6) (133.0)
Debt and equity issuance costs(11.2) (1.0) (45.2)
Debt issuance costs(16.6) (8.5) (11.2)
Net financing activities(116.8) (337.5) 422.2
(209.3) (564.8) (116.8)
Effect of exchange rate changes on cash and cash equivalents0.4
 0.3
 (0.1)(0.3) (0.3) 0.4
Net increase (decrease) in cash and cash equivalents33.9
 (207.5) 135.2
42.1
 (39.6) 33.9
Cash and cash equivalents, beginning of year184.5
 392.0
 256.8
178.8
 218.4
 184.5
Cash and cash equivalents, end of year$218.4
 $184.5
 $392.0
$220.9
 $178.8
 $218.4
Cash paid for interest and income taxes:          
Interest, net$200.9
 $200.8
 $32.3
$198.3
 $208.8
 $200.9
Income taxes, net of refunds$18.0
 $(2.6) $5.3
$36.3
 $52.9
 $18.0


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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1. DESCRIPTION OF BUSINESS


Olin Corporation (Olin) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO.  We are a manufacturer concentrated in three business segments:  Chlor Alkali Products and Vinyls, Epoxy and Winchester.  The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, trichloroethylene and vinylidene chloride, hydrochloric acid, hydrogen, bleach products and potassium hydroxide.  The Epoxy segment produces and sells a full range of epoxy materials, including allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and downstream products such as differentiated epoxy resins and additives. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges.  

On October 5, 2015 (the Closing Date), we acquired from DowDuPont Inc. (DowDuPont) (f/k/a The Dow Chemical Company) its U.S. Chlor Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses (collectively, the Acquired Business), whose operating results are included in the accompanying financial statements since the Closing Date. For segment reporting purposes, a portion of the Acquired Business’s operating results comprise the Epoxy segment with the remaining operating results combined with Olin’s Chlor Alkali Products and Chemical Distribution segments to comprise the Chlor Alkali Products and Vinyls segment.


NOTE 2. ACCOUNTING POLICIES


The preparation of the consolidated financial statements requires estimates and assumptions that affect amounts reported and disclosed in the financial statements and related notes.  Actual results could differ from those estimates.


Basis of Presentation


The consolidated financial statements include the accounts of Olin and all majority-owned subsidiaries. Investment in our affiliates are accounted for on the equity method.  Accordingly, we include only our share of earnings or losses of these affiliates in consolidated net income (loss).  Certain reclassifications were made to prior year amounts to conform to the 20172019 presentation.


Revenue Recognition


In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), which amends Accounting Standards Codification (ASC) 605 “Revenue Recognition” and creates a new topic, ASC 606 “Revenue from Contracts with Customers” (ASC 606). Subsequent to the issuance of ASU 2014-09, ASC 606 was amended by various updates that amend and clarify the impact and implementation of the aforementioned update. We adopted these updates on January 1, 2018 using the modified retrospective transition method. The cumulative effect of applying the updates did not have a material impact on our consolidated financial statements. The most significant impact the updates had was on our accounting policies and disclosures on revenue recognition.

We derive our revenues primarily from the manufacturing and delivery of goods to customers. Revenues are recognized on sales of productgoods at the time when control of those goods is transferred to our customers at an amount that reflects the consideration to which we expect to be entitled in exchange for those goods. We primarily sell our goods directly to customers, and to a lesser extent, through distributors. Payment terms are shipped andtypically 30 to 90 days from date of invoice. Our contracts do not typically have a significant financing component. Right to payment is determined at the risks of ownership have passedpoint in time in which control has transferred to the customer.

A performance obligation is a promise in a contract to transfer a distinct good to the customer. At contract inception, we assess the goods promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a good (or bundle of goods) that is distinct. A contract’s transaction price is based on the price stated in the contract and allocated to each distinct performance obligation and revenue is recognized when the performance obligation is satisfied. Substantially all of our contracts have a single distinct performance obligation or multiple performance obligations which are distinct and represent individual promises within the contract. Substantially all of our performance obligations are satisfied at a single point in time, when control is transferred, which is generally upon shipment or delivery as stated in the contract terms.


All taxes assessed by governmental authorities that are both imposed on and concurrent with our revenue-producing transactions and collected from our customers are excluded from the measurement of the transaction price. Shipping and handling fees billed to customers are included in sales.revenue and are considered activities to fulfill the promise to transfer the good.  Allowances for estimated returns, discounts and rebates are considered variable consideration, which may be constrained, and are estimated and recognized when sales are recorded andrecorded. The estimates are based on various market data, historical trends and information from customers.  Actual returns, discounts and rebates have not been materially different from estimates. For all contracts that have a duration of one year or less at contract inception, we do not adjust the promised amount of consideration for the effects of a significant financing component.


Substantially all of our revenue is derived from contracts with an original expected length of time of one year or less and for which we recognize revenue for the amount in which we have the right to invoice at the point in time in which control has transferred to the customer. However, a portion of our revenue is derived from long-term contracts which have contract periods that vary between one to multi-year. Certain of these contracts represent contracts with minimum purchase obligations, which can be substantially different than the actual revenue recognized. Such contracts consist of varying types of products across our chemical businesses. Certain contracts include variable volumes and/or variable pricing with pricing provisions tied to commodity, consumer price or other indices. The transaction price allocated to the remaining performance obligations related to our contracts was excluded from the disclosure of our remaining performance obligations based on the following practical expedients that we elected to apply: (i) contracts with index-based pricing or variable volume attributes in which such variable consideration is allocated entirely to a wholly unsatisfied performance obligation; and (ii) contracts with an original expected duration of one year or less.

Refer to Note 21 “Segment Information” for information regarding the disaggregation of revenue by primary geographical markets and major product lines.

Cost of Goods Sold and Selling and Administration Expenses


Cost of goods sold includes the costs of inventory sold, related purchasing, distribution and warehousing costs, costs incurred for shipping and handling, depreciation and amortization expense related to these activities and environmental remediation costs and recoveries.  Selling and administration expenses include personnel costs associated with sales, marketing and administration, research and development, legal and legal-related costs, consulting and professional services fees, advertising expenses, depreciation expense related to these activities, foreign currency translation and other similar costs.


Acquisition-related Costs


Acquisition-related costs include advisory, legal, accounting and other professional fees incurred in connection with the purchase and integration of our acquisitions. Acquisition-related costs also may include costs which arise as a result of acquisitions, including contractual change in control provisions, contract termination costs, compensation payments related to the acquisition or pension and other postretirement benefit plan settlements. Acquisition-related costs for the years ended December 31, 2017, 2016 and 2015 of $12.8 million, $48.8 million and $123.4 million, respectively, were related to the integration of the Acquired Business.



Other Operating Income (Expense)


Other operating income (expense) consists of miscellaneous operating income items, which are related to our business activities, and gains (losses) on disposition of property, plant and equipment.


Included in other operating income were the following:
Years Ended December 31,Years Ended December 31,
2017 2016 20152019 2018 2017
($ in millions)($ in millions)
Gains (losses) on disposition of property, plant and equipment, net$3.1
 $(0.7) $(0.6)$
 $(2.0) $3.1
Gains on insurance recoveries
 11.0
 46.0

 8.0
 
Other0.2
 0.3
 0.3
0.4
 0.4
 0.2
Other operating income$3.3
 $10.6
 $45.7
$0.4
 $6.4
 $3.3


The gainsOther operating income for 2018 included an $8.0 million insurance recovery for a second quarter 2017 business interruption at our Freeport, TX vinyl chloride monomer facility partially offset by a $1.7 million loss on the sale of land. Other operating income for 2017 included a $3.3 million gain on the disposition of property, plant and equipment in 2017 included a gain of $3.3 million from the sale of a former manufacturing facility. The gains on insurance recoveries in 2016 included insurance recoveries for property damage and business interruption related to a 2008 Henderson, NV chlor alkali facility incident. The gains on insurance recoveries in 2015 included insurance recoveries for property damage and business interruption of $42.3 million related to the portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014 and $3.7 million related to the McIntosh, AL chlor alkali facility.

Other Income (Expense)


Other income (expense) consists of non-operating income and expense items which are not related to our primary business activities.  


Foreign Currency Translation


Our worldwide operations utilize the U.S. dollar (USD) or local currency as the functional currency, where applicable. For foreign entities where the USD is the functional currency, gains and losses resulting from balance sheet translations are included in selling and administration. For foreign entities where the local currency is the functional currency, assets and liabilities denominated in local currencies are translated into USD at end-of-period exchange rates and the resultant translation adjustments are included in accumulated other comprehensive loss. Assets and liabilities denominated in other than the local currency are remeasured into the local currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur. Income and expenses are translated into USD using an approximation of the average rate prevailing during the period. We change the functional currency of our separate and distinct foreign entities only when significant changes in economic facts and circumstances indicate clearly that the functional currency has changed.


Cash and Cash Equivalents


All highly liquid investments, with a maturity of three months or less at the date of purchase, are considered to be cash equivalents.


Short-Term Investments


We classify our marketable securities as available-for-sale, which are reported at fair market value with unrealized gains and losses included in accumulated other comprehensive loss, net of applicable taxes.  The fair value of marketable securities is determined by quoted market prices.  Realized gains and losses on sales of investments, as determined on the specific identification method, and declines in value of securities judged to be other-than-temporary are included in other income (expense) in the consolidated statements of operations.  Interest and dividends on all securities are included in interest income and other income (expense), respectively. As of December 31, 20172019 and 2016,2018, we had no short-term investments recorded on our consolidated balance sheets.



Allowance for Doubtful Accounts Receivable


We evaluate the collectibility of accounts receivable based on a combination of factors.  We estimate an allowance for doubtful accounts as a percentage of net sales based on historical bad debt experience.  This estimate is periodically adjusted when we become aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filing) or as a result of changes in the overall aging of accounts receivable.  While we have a large number of customers that operate in diverse businesses and are geographically dispersed, a general economic downturn in any of the industry segments in which we operate could result in higher than expected defaults, and, therefore, the need to revise estimates for the provision for doubtful accounts could occur.


Inventories


Inventories are valued at the lower of cost and net realizable value. For U.S. inventories, inventory costs are determined principally by the last-in, first-out (LIFO) method of inventory accounting while for international inventories, inventory costs are determined principally by the first-in, first-out (FIFO) method of inventory accounting.  CostCosts for other inventories hashave been determined principally by the average-cost method (primarily operating supplies, spare parts and maintenance parts).  Elements of costs in inventories include raw materials, direct labor and manufacturing overhead.


Property, Plant and Equipment


Property, plant and equipment are recorded at cost.  Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets.  Interest costs incurred to finance expenditures for major long-term construction projects are capitalized as part of the historical cost and included in property, plant and equipment and are depreciated over the useful lives of the related assets.  Leasehold improvements are amortized over the term of the lease or the estimated useful life of the improvement, whichever is shorter.  Start-up costs are expensed as incurred.  Expenditures for maintenance and repairs are charged to expense when incurred while the costs of significant improvements, which extend the useful life of the underlying asset, are capitalized.


Property, plant and equipment are reviewed for impairment when conditions indicate that the carrying values of the assets may not be recoverable.  Such impairment conditions include an extended period of idleness or a plan of disposal.  If such impairment indicators are present or other factors exist that indicate that the carrying amount of an asset may not be recoverable, we determine whether impairment has occurred through the use of an undiscounted cash flow analysis at the lowest level for which identifiable cash flows exist.  For our Chlor Alkali Products and Vinyls, Epoxy and Winchester segments, the lowest level for which identifiable cash flows exist is the operating facility level or an appropriate grouping of operating facilities level. The amount of impairment loss, if any, is measured by the difference between the net book value of the assets and the estimated fair value of the related assets.

Leases

In February 2016, the FASB issued ASU 2016-02 “Leases,” (ASU 2016-02) which supersedes ASC 840 “Leases” and creates a new topic, ASC 842 “Leases” (ASC 842). Subsequent to the issuance of ASU 2016-02, ASC 842 was amended by various updates that amend and clarify the impact and implementation of the aforementioned update. Upon initial application, the provisions of these updates are required to be applied using the modified retrospective method which requires retrospective adoption to each prior reporting period presented with the cumulative effect of adoption recorded to the earliest reporting period presented.  An optional transition method can be utilized which requires application of these updates beginning on the date of adoption with the cumulative effect of initially applying these updates recognized at the date of initial adoption. We adopted these updates on January 1, 2019 using the optional transition method. Consequently, our comparative periods have not been retrospectively adjusted for the new lease requirements. In addition, we elected the following practical expedients:

We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification.
We elected the practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing agreements.
We elected the short-term practical expedient for all classes of lease assets, which allows us to not record leases with an initial term of 12 months or less on the balance sheet, and instead recognize the expense straight-line over the lease term.
We elected the practical expedient to not separate lease components from non-lease components for all asset classes.

Adoption of these updates resulted in the recording of operating lease assets and lease liabilities on our consolidated balance sheet of $291.9 million as of January 1, 2019. Our assets and liabilities for finance leases remained unchanged. We also recognized the cumulative effect of applying these updates as an adjustment to retained earnings of $11.2 million, net of tax, which was primarily related to the recognition of previously deferred sale/leaseback gains. Our consolidated statements of operations and cash flows, along with our compliance with all covenants and restrictions under all our outstanding credit agreements, were not impacted by this adoption.

We determine if an arrangement is a lease at inception of the contract. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of fixed lease payments over the lease term. Our lease commitments are primarily for railcars, but also include logistics, manufacturing, storage, real estate and information technology assets. Leases with an initial term of 12 months or less are not recorded on the balance sheet; instead, we recognize lease expense for these leases on a straight-line basis over the lease term. We do not account for lease components (e.g., fixed payments to use the underlying lease asset) separately from the non-lease components (e.g., fixed payments for common-area maintenance costs and other items that transfer a good or service). Some of our leases include variable lease payments, which primarily result from changes in consumer price and other market-based indices, which are generally updated annually, and maintenance and usage charges. These variable payments are excluded from the calculation of our lease assets and liabilities.


Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to many years. The exercise of lease renewal options is typically at our sole discretion. Certain leases also include options to purchase the leased asset. We do not include options to renew or purchase leased assets in the measurement of lease liabilities unless those options are highly certain of exercise. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. We have operating leases with terms that require us to guarantee a portion of the residual value of the leased assets upon termination of the lease as well as other guarantees. These residual value guarantees consist primarily of leases for railcars. Residual value guarantee payments that become probable and estimable are accrued as part of the lease liability and recognized over the remaining life of the applicable lease. Our current expectation is that the likelihood of material residual guarantee payments is remote. We utilize the interest rate implicit in the lease to determine the lease liability when the interest rate can be determined. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. We estimate the incremental borrowing rate based on the geographic region for which we would borrow, on a secured basis of the lease asset, at an amount equal to the lease payments over a similar time period as the lease term. We have no additional restrictions or covenants imposed by our lease contracts.

Asset Retirement Obligations


We record the fair value of an asset retirement obligation associated with the retirement of a tangible long-lived asset as a liability in the period incurred.  The liability is measured at discounted fair value and is adjusted to its present value in subsequent periods as accretion expense is recorded.  The corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s useful life.  Asset retirement obligations are reviewed annually in the fourth quarter and/or when circumstances or other events indicate that changes underlying retirement assumptions may have occurred.



The activities of our asset retirement obligations were as follows:
December 31,December 31,
2017 20162019 2018
($ in millions)($ in millions)
Beginning balance$55.4
 $53.5
$60.2
 $54.3
Accretion3.0
 3.1
3.4
 3.2
Spending(8.8) (8.8)(4.5) (8.0)
Currency translation adjustments0.2
 0.2
Foreign currency translation adjustments0.1
 (0.2)
Adjustments4.5
 7.4
4.5
 10.9
Ending balance$54.3
 $55.4
$63.7
 $60.2


At December 31, 20172019 and 2016,2018, our consolidated balance sheets included an asset retirement obligation of $43.8$53.4 million and $42.8$49.6 million, respectively, which were classified as other noncurrent liabilities.


In 2017 and 2016,2019, we had net adjustments that increased the asset retirement obligation by $4.5 million and $7.4 million, respectively, which werewas primarily comprised of increases in estimated costs for certain assets.


In 2018, we had net adjustments that increased the asset retirement obligation by $10.9 million which was primarily related to additional asset retirement obligations for leased assets.

Comprehensive Income (Loss)


Accumulated other comprehensive loss consists of foreign currency translation adjustments, pension and postretirement liability adjustments, pension and postretirement amortization of prior service costs and actuarial losses and net unrealized (losses) gains on derivative contracts.  


Goodwill


Goodwill is not amortized, but is reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred.  Accounting Standards Codification (ASC)ASC 350 “Intangibles—Goodwill and Other” (ASC 350) permits entities to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. Circumstances that are considered as part of the qualitative assessment and could trigger the two-step impairment test include, but are not limited to:  a significant adverse change in the business climate; a significant adverse legal judgment; adverse cash flow trends; an adverse action or assessment by a government agency; unanticipated competition; sustained decline in our stock price; and a significant restructuring charge within a reporting unit.  We define reporting units at the business segment level or one level below the business segment level.  For purposes of testing goodwill for impairment, goodwill has been allocated to our reporting units to the extent it relates to each reporting unit. Based upon our qualitative assessment, it is more likely than not that the fair value of our reporting units are greater than their carrying amounts as of December 31, 2017. No impairment charges were recorded for 2017, 2016 or 2015.


It is our practice, at a minimum, to perform a quantitative goodwill impairment test in the fourth quarter every three years. In the fourth quarter of 2016,2019, we performed our triennial quantitative goodwill impairment test for our reporting units. We use a discounted cash flow approach to develop the estimated fair value of a reporting unit when a quantitative test is performed.  Management judgment is required in developing the assumptions for the discounted cash flow model.  We also corroborate our discounted cash flow analysis by evaluating a market-based approach that considers earnings before interest, taxes, depreciation and amortization (EBITDA) multiples from a representative sample of comparable public companies.  As a further indicator that each reporting unit has been valued appropriately using a discounted cash flow model, the aggregate fair value of all reporting units is reconciled to the total market value of Olin. An impairment would be recorded if the carrying amount of a reporting unit exceeded the estimated fair value. Based on the aforementioned analysis, the estimated fair value of our reporting units substantially exceeded the carrying value of the reporting units. No impairment charges were recorded for 2019, 2018 or 2017.


The discount rate, profitability assumptions and terminal growth rate of our reporting units and the cyclical nature of the chlor alkali industry were the material assumptions utilized in the discounted cash flow model used to estimate the fair value of each reporting unit.  The discount rate reflects a weighted-average cost of capital, which is calculated based on observable market data.  Some of this data (such as the risk free or treasury rate and the pretax cost of debt) are based on the market data at a point in time.  Other data (such as the equity risk premium) are based upon market data over time for a peer group of companies in the chemical manufacturing or distribution industries with a market capitalization premium added, as applicable.



The discounted cash flow analysis requires estimates, assumptions and judgments about future events.  Our analysis uses our internally generated long-range plan.  Our discounted cash flow analysis uses the assumptions in our long-range plan about terminal growth rates, forecasted capital expenditures and changes in future working capital requirements to determine the implied fair value of each reporting unit.  The long-range plan reflects management judgment, supplemented by independent chemical industry analyses which provide multi-year industry operating and pricing forecasts.


We believe the assumptions used in our goodwill impairment analysis are appropriate and result in reasonable estimates of the implied fair value of each reporting unit. However, given the economic environment and the uncertainties regarding the impact on our business, there can be no assurance that our estimates and assumptions, made for purposes of our goodwill impairment testing, will prove to be an accurate prediction of the future.  In order to evaluate the sensitivity of the fair value calculation on the goodwill impairment test, we applied a hypothetical 10% decrease to the fair value of each reporting unit. We also applied a hypothetical decrease of 100-basis points in our terminal growth rate or an increase of 100-basis points in our weighted-average cost of capital to test the fair value calculation. In all cases, the estimated fair value of our reporting units derived in these sensitivity calculations exceeded the carrying value in excess of 10%.  If our assumptions regarding future performance are not achieved, we may be required to record goodwill impairment charges in future periods.  It is not possible at this time to determine if any such future impairment charge would result or, if it does, whether such charge would be material.


Intangible Assets


In conjunction with our acquisitions, we have obtained access to the customer contracts and relationships, trade names, acquired technology and other intellectual property of the acquired companies. These relationships are expected to provide economic benefit for future periods. Amortization expense is recognized on a straight-line basis over the estimated lives of the related assets. The amortization period of customer contracts and relationships, trade names, acquired technology and other intellectual property represents our best estimate of the expected usage or consumption of the economic benefits of the acquired assets, which is based on the company’s historical experience.


Intangible assets with finite lives are reviewed for impairment when conditions indicate that the carrying values of the assets may not be recoverable.  Circumstances that are considered as part of the qualitative assessment and could trigger a quantitative impairment test include, but are not limited to:  a significant adverse change in the business climate; a significant adverse legal judgment including asset specific factors; adverse cash flow trends; an adverse action or assessment by a government agency; unanticipated competition; sustained decline in our stock price; and a significant restructuring charge within a reporting unit. Based upon our qualitative assessment, it is more likely than not that the fair value of our intangible assets are greater than the carrying amount as of December 31, 2017. No2019. NaN impairment of our intangible assets were recorded in 2017, 20162019, 2018 or 2015.2017.


Environmental Liabilities and Expenditures


Accruals (charges to income) for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based upon current law and existing technologies.  These amounts, which are not discounted and are exclusive of claims against third parties, are adjusted periodically as assessment and remediation efforts progress or additional technical or legal information becomes available.  Environmental costs are capitalized if the costs increase the value of the property and/or mitigate or prevent contamination from future operations.


Income Taxes


Deferred taxes are provided for differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  A valuation allowance is provided to offset deferred tax assets if, based on the available evidence, it is more likely than not that some or all of the value of the deferred tax assets will not be realized.



Derivative Financial Instruments


We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing and financing activities and our operations that use foreign currencies.  The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings.  We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks.  We use hedge accounting treatment for a significant amount of our business transactions whose risks are covered using derivative instruments.  The hedge accounting treatment provides for the deferral of gains or losses on derivative instruments until such time as the related transactions occur.


Concentration of Credit Risk


Accounts receivable is the principal financial instrument which subjects us to a concentration of credit risk.  Credit is extended based upon the evaluation of a customer’s financial condition and, generally, collateral is not required. Concentrations of credit risk with respect to receivables are somewhat limited due to our large number of customers, the diversity of these customers’ businesses and the geographic dispersion of such customers.  Our accounts receivable are predominantly derived from sales denominated in USD or the Euro.  We maintain an allowance for doubtful accounts based upon the expected collectibility of all trade receivables.


Fair Value


Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties or the amount that would be paid to transfer a liability to a new obligor, not the amount that would be paid to settle the liability with the creditor.  Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters.  Where observable prices or inputs are not available, valuation models are applied.  These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity.


Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value.  Hierarchical levels, defined by ASC 820 “Fair Value Measurement” (ASC 820), and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:


Level 1 — Inputs were unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.


Level 2 — Inputs (other than quoted prices included in Level 1) were either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.


Level 3 — Inputs reflected management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.  Consideration was given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.


Retirement-Related Benefits


We account for our defined benefit pension plans and non-pension postretirement benefit plans using actuarial models required by ASC 715 “Compensation—Retirement Benefits” (ASC 715).  These models use an attribution approach that generally spreads the financial impact of changes to the plan and actuarial assumptions over the average remaining service lives of the employees in the plan.  Changes in liability due to changes in actuarial assumptions such as discount rate, rate of compensation increases and mortality, as well as annual deviations between what was assumed and what was experienced by the plan are treated as actuarial gains or losses.  The principle underlying the required attribution approach is that employees render service over their average remaining service lives on a relatively smooth basis and, therefore, the accounting for benefits earned under the pension or non-pension postretirement benefits plans should follow the same relatively smooth pattern. Substantially all domestic defined benefit pension plan participants are no longer accruing benefits; therefore, actuarial gains and losses are amortized based upon the remaining life expectancy of the inactive plan participants.  For both the years ended December 31, 20172019 and 2016,2018, the average remaining life expectancy of the inactive participants in the domestic defined benefit pension plan was 19 years.were 18 years, respectively.



One of the key assumptions for the net periodic pension calculation is the expected long-term rate of return on plan assets, used to determine the “market-related value of assets.”  The “market-related value of assets” recognizes differences between the plan’s actual return and expected return over a five year period.  The required use of an expected long-term rate of return on the market-related value of plan assets may result in a recognized pension income that is greater or less than the actual returns of those plan assets in any given year.  Over time, however, the expected long-term returns are designed to approximate the actual long-term returns and, therefore, result in a pattern of income and expense recognition that more closely matches the pattern of the services provided by the employees.  As differences between actual and expected returns are recognized over five years, they subsequently generate gains and losses that are subject to amortization over the average remaining life expectancy of the inactive plan participants, as described in the preceding paragraph.


We use long-term historical actual return information, the mix of investments that comprise plan assets, and future estimates of long-term investment returns and inflation by reference to external sources to develop the expected long-term rate of return on plan assets as of December 31.


The discount rate assumptions used for pension and non-pension postretirement benefit plan accounting reflect the rates available on high-quality fixed-income debt instruments on December 31 of each year.  The rate of compensation increase is based upon our long-term plans for such increases.  For retiree medical plan accounting, we review external data and our own historical trends for healthcare costs to determine the healthcare cost trend rates.


For our defined benefit pension and other postretirement benefit plans, we measure service and interest costs by applying the specific spot rates along the yield curve to the plans’ estimated cash flows. We believe this approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve.

Stock-Based Compensation


We measure the cost of employee services received in exchange for an award of equity instruments, such as stock options, performance shares and restricted stock, based on the grant-date fair value of the award.  This cost is recognized over the period during which an employee is required to provide service in exchange for the award, the requisite service period (usually the vesting period).  An initial measurement is made of the cost of employee services received in exchange for an award of liability instruments based on its current fair value and the value of that award is subsequently remeasured at each reporting date through the settlement date.  Changes in fair value of liability awards during the requisite service period are recognized as compensation cost over that period.


The fair value of each option granted, which typically vests ratably over three years, but not less than one year, was estimated on the date of grant, using the Black-Scholes option-pricing model with the following assumptions:
2017 2016 20152019 2018 2017
Dividend yield2.69% 6.09% 2.92%3.05% 2.43% 2.69%
Risk-free interest rate2.06% 1.35% 1.69%2.51% 2.72% 2.06%
Expected volatility34% 32% 34%34% 32% 34%
Expected life (years)6.0
 6.0
 6.0
6.0
 6.0
 6.0
Weighted-average grant fair value (per option)$7.78
 $1.90
 $6.80
$6.76
 $8.89
 $7.78
Weighted-average exercise price$29.82
 $13.14
 $27.40
$26.26
 $32.94
 $29.82
Shares granted1,621,000
 1,670,400
 776,750
1,578,200
 927,000
 1,621,000


Dividend yield was based on our current dividend yield as of the option grant date. Risk-free interest rate was based on zero coupon U.S. Treasury securities rates for the expected life of the options.  Expected volatility was based on our historical stock price movements, as we believe that historical experience is the best available indicator of the expected volatility. Expected life of the option grant was based on historical exercise and cancellation patterns, as we believe that historical experience is the best estimate for future exercise patterns.


Share Repurchases

On April 26, 2018, our board of directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $500.0 million.  This program will terminate upon the purchase of $500.0 million of our common stock. Under our April 26, 2018 share repurchase program, we may pursue various share repurchase strategies, which include entering into accelerated share repurchase (ASR) agreements with third-party financial institutions to repurchase shares of Olin’s common stock. Under an ASR agreement, Olin pays a specified amount to the financial institution and receives an initial delivery of shares. This initial delivery of shares represents the minimum number of shares that Olin may receive under the agreement. Upon settlement of the ASR agreement, the financial institution delivers additional shares, with the final number of shares delivered determined with reference to the volume weighted-average price of Olin’s common stock over the term of the agreement, less an agreed-upon discount. The transactions are accounted for as liability or equity transactions and also as share retirements, similar to our other share repurchase activity, when the shares are received, at which time there is an immediate reduction in the weighted-average common shares calculation for basic and diluted earnings per share.

NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS


In February 2018,December 2019, the FinancialFASB issued ASU 2019-12, “Simplifying the Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”for Income Taxes” which amends ASC 220740 “Income Statement—Reporting Comprehensive Income.”Taxes” (ASC 740). This update allows a reclassification from accumulated other comprehensiveis intended to simplify accounting for income (AOCI)taxes by removing certain exceptions to retained earnings for the stranded tax effects resulting from the 2017 Tax Act during each fiscal year or quartergeneral principles in which the effectASC 740 and amending existing guidance to improve consistent application of the lower tax rate is recorded.  TheASC 740. This update is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with earlier application permitted.  We are currently evaluating the effect of this update on our consolidated financial statements; however, we expect the provisional deferred gain to be reclassified from AOCI to retained earnings to be approximately $85 million upon adoption.

Securities and Exchange Commission (SEC) Staff Accounting Bulletin No. 118, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act” (SAB 118), has provided guidance for companies that have not completed their accounting for the income tax effects of U.S. Tax Cuts and Jobs Act (the 2017 Tax Act) in the period of enactment, allowing for a measurement period of up to one year after the enactment date to finalize the recording of the related tax impacts. We recognized a provisional deferred tax benefit of $437.9 million, which is included as a component of income tax (benefit) provision. At December 31, 2017, we have not completed our accounting for the tax effects of enactment of the 2017 Tax Act as the income tax benefit may require further adjustments in 2018 due to anticipated additional guidance from the U.S. Department of the Treasury, changes in Olin’s assumptions, completion of 2017 tax returns, and further information and interpretations that become available; however, we have made a reasonable estimate of the effects on our existing deferred tax balances and of the one-time transition tax. Additional revisions to our estimates through the measurement period may have a material impact on our consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, “Targeted Improvements to Accounting for Hedge Activities” which amends ASC 815 “Derivatives and Hedging” (ASC 815). This update is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting guidance, and increase transparency as to the scope and results of hedge programs. The update is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with earlier application permitted. We are currently evaluating the effect of this update on our consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” which amends ASC 715. This update requires the presentation of the service cost component of net periodic benefit income (costs) in the same income statement line item as other employee compensation costs arising from services rendered during the period. The update requires the presentation of the other components of the net periodic benefit income (costs) separately from the line item that includes the service cost and outside of any subtotal of operating income. The update is effective for fiscal years beginning after December 15, 2017,2020 and interim periods within those fiscal years. The guidance in this update ishas various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted.  The adoption of ASU 2017-07 will result in a change in our net periodic benefit income (costs) within operating income, which will be offset by a corresponding change in non-operating income (expense) to reflect the impact of presenting the interest cost, expected return on plan assets and amortization of prior service cost and net actuarial loss components of net periodic benefit income (costs) outside of operating income.  We have adopted this update on January 1, 2018 using the retrospective method reflecting the aforementioned reclassification on our consolidated statements of operations in the period of adoption.  The adoption of this update2020 which did not have a material impact on our consolidated balance sheets or our consolidated statements of cash flows.financial statements.


In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” which amends ASC 350. This update will simplify the measurement of goodwill impairment by eliminating Step 2 from the goodwill impairment test. This update will require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The update does not modify the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This update is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The guidance in this update is applied on a prospective basis, with earlier application permitted. We plan to adoptadopted this update on January 1, 2020 and do not expect the update to have a material impact on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments” which amends ASC 230 “Statement of Cash Flows.” This update will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The update is effective for fiscal years beginning after December 15, 2017. The update will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. We adopted this update on January 1, 2018. The adoption of this update did not have a material impact on our consolidated financial statements.


In MarchJune 2016, the FASB issued ASU 2016-09 “Improvements to Employee Share-Based Payment Accounting”2016-13, “Measurement of Credit Losses on Financial Instruments,” (ASU 2016-03) which amends ASC 718 “Compensation—Stock Compensation.326 “Financial Instruments—Credit Losses.”  ThisSubsequent to the issuance of ASU 2016-13, ASC 326 was amended by various updates that amend and clarify the impact and implementation of the aforementioned update.  The new guidance introduces the current expected credit loss (CECL) model, which will require an entity to record an allowance for credit losses for certain financial instruments and financial assets, including trade receivables, based on expected losses rather than incurred losses.  Under this update, on initial recognition and at each reporting period, an entity will simplifybe required to recognize an allowance that reflects the income tax consequences, accounting for forfeitures and classification onentity’s current estimate of credit losses expected to be incurred over the statementslife of cash flows of share-based payment arrangements.the financial instrument.  This update is effective for fiscal years beginning after December 15, 2016,2019, and interim periods within those fiscal years,years.  The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis, with earlier application permitted.  We adopted this update on January 1, 2017,2020 which was applied prospectively; therefore, prior periods have not been retrospectively adjusted. The adoption of this update did not have a material impact on our consolidated financial statements.statements and related disclosures.



In February 2016, the FASB issued ASU 2016-02 “Leases,” (ASU 2016-02) which supersedes ASC 840 “Leases” and creates a new topic, ASC 842 “Leases.”“Leases” (ASC 842). Subsequent to the issuance of ASU 2016-02, ASC 842 was amended by various updates that amend and clarify the impact and implementation of the aforementioned update. These updates require lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. Upon initial application, the provisions of these updates are required to be applied using the modified retrospective method which requires retrospective adoption to each prior reporting period presented with the cumulative effect of adoption recorded to the earliest reporting period presented.  An optional transition method can be utilized which requires application of these updates beginning on the date of adoption with the cumulative effect of initially applying these updates recognized at the date of initial adoption. These updates also expand the required quantitative and qualitative disclosures surrounding leases. These updates are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with earlier application permitted. These updates will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating the effect of these updates on our consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11 “Simplifying the Measurement of Inventory,” which amends ASC 330 “Inventory.” This update requires entities to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal and transportation. This update simplifies the current guidance under which an entity must measure inventory at the lower of cost or market. This update does not impact inventory measured using LIFO. This update is effective for fiscal years beginning after December 15, 2016. We adopted this update on January 1, 2017, which was applied prospectively; therefore, prior periods have not been retrospectively adjusted. The adoption of this update did not have a material impact on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (ASU 2014-09), which amends ASC 605 “Revenue Recognition” and creates a new topic, ASC 606 “Revenue from Contracts with Customers” (ASC 606). Subsequent to the issuance of ASU 2014-09, ASC 606 was amended by various updates that amend and clarify the impact and implementation of the aforementioned update. These updates provide guidance on how an entity should recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Upon initial application, the provisions of these updates are required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. These updates also expand the disclosure requirements surrounding revenue recorded from contracts with customers. These updates are effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. We adopted these updates on January 1, 20182019 using the modified retrospectiveoptional transition method. TheAccordingly, prior periods were not retrospectively adjusted. Adoption of these updates resulted in the recording of operating lease assets and lease liabilities on our consolidated balance sheet of $291.9 million as of January 1, 2019. Our assets and liabilities for finance leases remained unchanged. We also recognized the cumulative effect of applying thethese updates will be recordedas an adjustment to retained earnings as of $11.2 million, net of tax, which was primarily related to the daterecognition of previously deferred sale/leaseback gains. Our consolidated statements of operations and cash flows, along with our compliance with all covenants and restrictions under all our outstanding credit agreements, were not impacted by this adoption. The most significant impact theThese updates will have will be onalso impacted our accounting policies, internal controls and disclosures on revenue recognition. The adoption of these updates did not have a material impact on our consolidated financial statements.related to leases. Expanded disclosures regarding revenue recognition will beleases are included within our consolidated financial statements in the period of adoption.Note 23 “Leases”.


NOTE 4. ACQUISITION


On October 5, 2015 (the Closing Date), we completed the Closing Date, Olin consummated the previously announced mergeracquisition (the Merger), using a Reverse Morris Trust structure,Acquisition) from The Dow Chemical Company (Dow) of our wholly owned subsidiary, Blue Cube Acquisition Corp. (Merger Sub), withits U.S. Chlor Alkali and into Blue Cube Spinco Inc. (Spinco), with Spinco as the surviving corporationVinyl, Global Chlorinated Organics and a wholly owned subsidiary of Olin, as contemplated by the Agreement and Plan of Merger (the Merger Agreement) dated March 26, 2015, among Olin, DowDuPont, Merger Sub and SpincoGlobal Epoxy businesses (collectively, the Acquisition). Pursuant toAcquired Business), whose operating results are included in the Merger Agreement and a Separation Agreement dated March 26, 2015 between DowDuPont and Spinco (the Separation Agreement), prior to the Merger, (1) DowDuPont transferred the Acquired Business to Spinco and (2) DowDuPont distributed Spinco’s stock to DowDuPont’s shareholders by way of a split-off (the Distribution). Upon consummation of the transactions contemplated by the Merger Agreement and the Separation Agreement (the Transactions), the shares of Spinco common stock then outstanding were automatically converted into the right to receive approximately 87.5 million shares of Olin common stock, which were issued by Olin on the Closing Date, and represented approximately 53% of the then outstanding shares of Olin common stock, together with cash in lieu of fractional shares. Olin’s pre-Merger shareholders continued to hold the remaining approximately 47% of the then outstanding shares of Olin common stock. On the Closing Date, Spinco became a wholly owned subsidiary of Olin.


The following table summarizes the aggregate purchase price for the Acquired Business and related transactions, after the final post-closing adjustments:

 
October 5,
2015
 (In millions, except per share data)
Shares87.5
Value of common stock on October 2, 201517.46
Equity consideration by exchange of shares$1,527.4
Cash and debt instruments received by DowDuPont2,095.0
Payment for certain liabilities including the final working capital adjustment69.5
Up-front payments under the ethylene agreements433.5
Total cash, debt and equity consideration$4,125.4
Long-term debt assumed569.0
Pension liabilities assumed442.3
Aggregate purchase price$5,136.7

The value of the common stock was based on the closing stock price on the last trading day prior to the Closing Date. The aggregate purchase price was adjusted for the final working capital adjustment and the final valuation for the pension liabilities assumed from DowDuPont which resulted in a payment of $69.5 million for the year ended December 31, 2016.

In connection with the Acquisition, DowDuPont retained liabilities relating to the Acquired Business for litigation, releases of hazardous materials and violations of environmental law to the extent arising prior toaccompanying financial statements since the Closing Date.


For the years ended December 31, 2017, 20162018 and 2015,2017, we incurred costs related to the integration of the Acquired Business which includedof $1.0 million and $12.8 million, $48.8 million and $76.3 million, respectively, which consisted of advisory, legal, accounting and other professional fees.


NOTE 5. RESTRUCTURING CHARGES

On December 11, 2019, we announced that we had made the decision to permanently close a chlor alkali plant with a capacity of 230,000 tons and our vinylidene chloride (VDC) production facility, both in Freeport, TX.  These closures are expected to be completed before the end of 2020.  For the year ended December 31, 2015,2019, we also incurred $30.5recorded pretax restructuring charges of $58.9 million for non-cash impairment of financing-related feesequipment and $47.1facilities related to these actions. We expect to incur additional restructuring charges through 2024 of approximately $50 million as a result ofrelated to these actions.

On December 10, 2018, we announced that we had made the changedecision to permanently close the ammunition assembly operations at our Winchester facility in control which created a mandatory acceleration of expenses under deferred compensation plans as a result of the Transactions.

For segment reporting purposes, the Acquired Business’s Global Epoxy operating results comprise the Epoxy segment and U.S. Chlor Alkali and Vinyl and Global Chlorinated Organics (Acquired Chlor Alkali Business) operating results combined with our former Chlor Alkali Products and Chemical Distribution segments to comprise the Chlor Alkali Products and Vinyls segment. The Acquired Business’s results of operations have been included in our consolidated results for the period subsequentGeelong, Australia. Subsequent to the Closing Date. Our resultsfacility’s closure, products for customers in the years ended December 31, 2017, 2016 and 2015 include Epoxy sales of $2,086.4 million, $1,822.0 million and $429.6 million, respectively, and segment (loss) income of $(11.8) million, $15.4 million and $(7.5) million, respectively.region are sourced from Winchester manufacturing facilities located in the United States. For the years ended December 31, 2017, 20162019 and 2015, Chlor Alkali Products and Vinyls include sales2018, we recorded pretax restructuring charges of the Acquired Chlor Alkali Business of $2,054.7 million, $1,715.7$0.4 million and $373.0$4.1 million, respectively and segment income of $235.6 million, $164.5 million and $37.2 million, respectively.


The Transactions have been accounted for using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date.  We finalized our purchase price allocation during the third quarter of 2016. The following table summarizes the final allocation of the purchase price to the Acquired Business’s assets and liabilities on the Closing Date:

 Initial Valuation Measurement Period Adjustments Final Valuation
 ($ in millions)
Total current assets$921.7
 $(38.0) $883.7
Property, plant and equipment3,090.8
 (11.7) 3,079.1
Deferred tax assets76.8
 8.2
 85.0
Intangible assets582.3
 30.3
 612.6
Other assets426.5
 12.4
 438.9
Total assets acquired5,098.1
 1.2
 5,099.3
Total current liabilities357.6
 2.3
 359.9
Long-term debt517.9
 
 517.9
Accrued pension liability447.1
 (4.8) 442.3
Deferred tax liabilities1,054.9
 (37.2) 1,017.7
Other liabilities2.0
 6.6
 8.6
Total liabilities assumed2,379.5
 (33.1) 2,346.4
Net identifiable assets acquired2,718.6
 34.3
 2,752.9
Goodwill1,427.5
 (55.0) 1,372.5
     Fair value of net assets acquired$4,146.1
 $(20.7) $4,125.4

Measurement period adjustments to the initial valuation primarily consisted of the final working capital adjustment, the final valuation for the pension liabilities assumed from DowDuPont, changes in the estimated fair valuewrite-off of acquired intangible assets and property, plant and equipment and the finalization of deferred tax assetsfacility costs, employee severance and liabilities. Included in total current assets are cashrelated benefit costs, lease and cash equivalents of $25.4 million, inventories of $456.4 millionother contract termination costs and receivables of $401.6 million with a contracted value of $403.8 million. Included in total current liabilities are current installments of long-term debt of $51.1 million.
Based on final valuations, purchase price was allocatedfacility exit costs related to intangible assets as follows:
 October 5, 2015
 Weighted-Average Amortization Period Gross Amount
   ($ in millions)
Customers, customer contracts and relationships15 Years $520.5
Acquired technology7 Years 85.1
Trade name5 Years 7.0
Total acquired intangible assets  $612.6

Based on final valuations, $1,372.5 million was assigned to goodwill, none of which is deductible for tax purposes.  The primary reasons for the Acquisition and the principal factors that contributed to the Acquired Business purchase price that resulted in the recognition of goodwill are due to the providing of increased production capacity and diversification of Olin’s product portfolio, cost-saving opportunities and enhanced size and geographic presence. The cost-saving opportunities include improved operating efficiencies and asset optimization.

Goodwill recorded in the Acquisition is not amortized but will be reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred.


Transaction financing

Prior to the Distribution, DowDuPont received from Spinco distributions of cash and debt instruments of Spinco with an aggregate value of $2,095.0 million (collectively, the Cash and Debt Distribution). On the Closing Date, Spinco issued $720.0 million aggregate principal amount of 9.75% senior notes due October 15, 2023 (2023 Notes) and $500.0 million aggregate principal amount of 10.00% senior notes due October 15, 2025 (2025 Notes and, together with the 2023 Notes, the Notes) to DowDuPont. DowDuPont transferred the Notes to certain unaffiliated securityholders in satisfaction of existing debt obligations of DowDuPont held or acquired by those unaffiliated securityholders. On October 5, 2015, certain initial purchasers purchased the Notes from the unaffiliated securityholders. During 2016, the Notes were registered under the Securities Act of 1933, as amended. Interest on the Notes began accruing from October 1, 2015 and are paid semi-annually beginning on April 15, 2016. The Notes are not redeemable at any time prior to October 15, 2020. Neither Olin nor Spinco received any proceeds from the sale of the Notes. Upon the consummation of the Transactions, Olin became guarantor of the Notes.

On June 23, 2015, Spinco entered into a five-year delayed-draw term loan facility of up to $1,050.0 million. As of the Closing Date, Spinco drew $875.0 million to finance the cash portion of the Cash and Debt Distribution. Also on June 23, 2015, Olin and Spinco entered into a five-year $1,850.0 million senior credit facility consisting of a $500.0 million senior revolving credit facility, which replaced Olin’s $265.0 million senior revolving credit facility at the closing of the Merger, and a $1,350.0 million (subject to reduction by the aggregate amount of the term loans funded to Spinco under the Spinco term loan facility) delayed-draw term loan facility. As of the Closing Date, an additional $475.0 million was drawn by Olin under this term loan facility which was used to pay fees and expenses of the Transactions, obtain additional funds for general corporate purposes and refinance Olin’s existing senior term loan facility due in 2019. Subsequent to the Closing Date, these senior credit facilities were consolidated into a single $1,850.0 million senior credit facility, which includes a $1,350.0 million term loan facility. The existing $1,850.0 million senior credit facility was refinanced in its entirety on March 9, 2017 by a five-year $1,975.0 million senior credit facility.

On August 25, 2015, Olin entered into a Credit Agreement (the Credit Agreement) with a syndicate of lenders and Sumitomo Mitsui Banking Corporation (Sumitomo), as administrative agent, in connection with the Transactions. The Credit Agreement provides for a term credit facility (the Sumitomo Credit Facility) under which Olin obtained term loans in an aggregate amount of $600.0 million. On November 3, 2015, we entered into an amendment to the Sumitomo Credit Facility which increased the aggregate amount of term loans available by $200.0 million. On the Closing Date, $600.0 million of loans under the Credit Agreement were made available and borrowed upon and on November 5, 2015, $200.0 million of loans under the Credit Agreement were made available and borrowed upon. The term loans under the Sumitomo Credit Facility were set to mature on October 5, 2018 and had no scheduled amortization payments. The proceeds of the Sumitomo Credit Facility were used to refinance existing Spinco indebtedness at the Closing Date, to pay fees and expenses in connection with the Transactions and for general corporate purposes. The Credit Agreement contained customary representations, warranties and affirmative and negative covenants which are substantially similar to those included in the $1,850.0 million senior credit facility. During 2016, $210.0 million was repaid under the Sumitomo Credit Facility using proceeds from the receivables financing agreement. During 2017, the remaining $590.0 million was repaid the Sumitomo Credit Facility using proceeds from the $500.0 million senior notes due 2027 and the $1,975.0 million senior credit facility.

On March 26, 2015, we and certain financial institutions executed commitment letters pursuant to which the financial institutions agreed to provide $3,354.5 million of financing to Spinco to finance the amount of the Cash and Debt Distribution and to provide financing, if needed, to Olin to refinance certain of our existing debt (the Bridge Financing), in each case on the terms and conditions set forth in the commitment letters. The Bridge Financing was not drawn on to facilitate the Transactions, and the commitments for the Bridge Financing were terminated as of the Closing Date.action. For the year ended December 31, 2015, we paid debt issuance costs of $30.0 million associated with the Bridge Financing, which were included in interest expense.

Other acquisition-related transactions

In connection with the Transactions, certain additional agreements have been entered into, including, among others, an Employee Matters Agreement, a Tax Matters Agreement, site, transitional and other services agreements, supply and purchase agreements, real estate agreements, technology licenses and intellectual property agreements.

In addition, Olin and DowDuPont entered into arrangements for the long-term supply of ethylene by DowDuPont to Olin, pursuant to which, among other things, Olin has made upfront payments of $433.5 million on the Closing Date in order to receive ethylene at producer economics and for certain reservation fees and for the option to obtain additional ethylene at producer economics. The fair value of the long-term supply contracts recorded as of the Closing Date was a long-term asset of $416.1 million which will be amortized over the life of the contracts as ethylene is received. During 2016, we exercised one of

the options to reserve additional ethylene at producer economics. In September 2017, DowDuPont’s new Texas 9 ethylene cracker in Freeport, TX became operational. As a result, during 2017, a payment of $209.4 million was made in connection with this option which increased the value of the long-term asset.

On February 27, 2017, we exercised the remaining option to obtain additional ethylene at producer economics from DowDuPont. In connection with the exercise of this option,2019, we also secured a long-term customer arrangement. As a result, anrecorded additional payment will be made to DowDuPontpretax restructuring charges of between $440$1.4 million for employee severance and $465 million on or about the fourth quarter of 2020.  During September 2017, as a result of DowDuPont’s new Texas 9 ethylene cracker becoming operational, Olin recognized a long-term asset and other liabilities of $389.2 million, which represents the present value of the estimated 2020 payment. The discount amount of $51.8 million will be recorded as interest expense through the fourth quarter of 2020.

In connection with the Transactions and effective October 1, 2015, we filed a Certificate of Amendmentrelated benefit costs related to our Articles of Incorporation to increase the number of authorized shares of Olin common stock from 120.0 million shares to 240.0 million shares.Winchester operations.

Pro forma financial information

The following pro forma summary reflects consolidated results of operations as if the Acquisition had occurred on January 1, 2015 (unaudited).

 Year Ended December 31, 2015
 
($ in millions, except
per share data)
Sales$5,681.8
Net loss(36.6)
Net loss per common share: 
Basic$(0.22)
Diluted$(0.22)

The pro forma financial information was prepared based on historical financial information and has been adjusted to give effect to pro forma adjustments that are (i) directly attributable to the Transactions, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results.  The pro forma statement of operations uses estimates and assumptions based on information available at the time.  Management believes the estimates and assumptions to be reasonable; however, actual results may differ significantly from this pro forma financial information.  The pro forma results presented do not include any anticipated synergies or other expected benefits that may be realized from the Transactions.  The pro forma information is not intended to reflect the actual results that would have occurred had the companies actually been combined during the period presented.  

The pro forma results for the year ended December 31, 2015 primarily includes recurring adjustments for re-pricing of sales, raw materials and services to/from DowDuPont relating to arrangements for long-term supply agreements for the sale of raw materials, including ethylene and benzene, and services pursuant to the Separation Agreement, adjustments to eliminate historical sales between the Acquired Business and Olin, additional amortization expense related to the fair value of acquired identifiable intangible assets, additional depreciation expense related to the fair value adjustment to property, plant and equipment, interest expense related to the incremental debt issued in conjunction with the Acquisition and an adjustment to tax-effect the aforementioned pro forma adjustments using an estimated aggregate statutory income tax rate of the jurisdictions to which the above adjustments relate.

In addition to the above recurring adjustments, the pro forma results for the year ended December 31, 2015 included a non-recurring adjustment of $47.0 million relating to the elimination of transaction costs incurred that were directly related to the Transactions, and do not have a continuing impact on our combined operating results. The pro forma results for the year ended December 31, 2015 also included non-recurring adjustments of $47.1 million relating to the impact of costs incurred as a result of the change in control which created a mandatory acceleration of expenses under deferred compensation plans and $24.0 million related to additional costs of goods sold related to the increase of inventory to fair value at the acquisition date related to the purchase accounting for inventory.


RESTRUCTURING CHARGES


On March 21, 2016, we announced that we had made the decision to close a combined total of 433,000 tons of chlor alkali capacity across three separate locations. Associated with this action, we have permanently closed our Henderson, NV chlor alkali plant with 153,000 tons of capacity and have reconfigured the site to manufacture bleach and distribute caustic soda and hydrochloric acid. Also, the capacity of our Niagara Falls, NY chlor alkali plant has been reduced from 300,000 tons to 240,000 tons and the chlor alkali capacity at our Freeport, TX facility was reduced by 220,000 tons. This 220,000 ton reduction was entirely from diaphragm cell capacity. For the years ended December 31, 20172019, 2018 and 2016,2017, we recorded pretax restructuring charges of $15.8 million, $15.7 million and $32.6 million, and $111.3 millionrespectively, for the write-off of equipment and facility costs, lease and other contract termination costs, employee severance and related benefit costs, employee relocation costs and facility exit costs related to these actions. We expect to incur additional restructuring charges through 2020 of approximately $22$5 million related to these capacity reductions.


On December 12, 2014, we announced that we had made the decision to permanently close the portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014. This action reduced the facility’s chlor alkali capacity by 185,000 tons. Subsequent to the shut down, the plant predominantly focuses on bleach and hydrochloric acid, which are value-added products, as well as caustic soda. For the years ended December 31, 2017, 20162018 and 2015,2017, we recorded pretax restructuring charges of $3.3 million, $0.8$2.1 million and $2.0$3.3 million, respectively, for the write-off of equipment and facility costs, lease and other contract termination costs and facility exit costs related to these actions. We expect to incur additionalour permanent reduction in capacity at our Becancour, Canada chlor alkali facility in 2014.

For the year ended December 31, 2017, we recorded pretax restructuring charges through 2018 of approximately $2$1.7 million for employee severance and related benefit costs related to the shut downrelocation of this portion of the facility.

On November 3, 2010, we announced that we made the decision to relocate theour Winchester centerfire pistol and rifle ammunition manufacturing operations from East Alton, IL to Oxford, MS.  Consistent with this decisionMS that was announced in 2010 we initiated an estimated $110 million five-year project, which includes approximately $80 million of capital spending.  The capital spending was partially financed by $31 million of grants provided by the State of Mississippi and local governments. During 2016, the final rifle ammunition production equipment relocation was completed.  For the years ended December 31, 2017, 2016 and 2015, we recorded pretax restructuring charges of $1.7 million, $0.8 million and $0.7 million, respectively, for employee severance and related benefit costs, employee relocation costs and facility exit costs related to these actions.completed in 2016.


The following table summarizes the 2017, 2016 and 2015 activities by major component of these restructuring actions and the remaining balances of accrued restructuring costs as of December 31, 2017:

2019:
 Employee severance and related benefit costs Lease and other contract termination costs Employee relocation costs Facility exit costs Write-off of equipment and facility Total
 ($ in millions)
Balance at January 1, 2017$3.4
 $7.5
 $
 $1.8
 $
 $12.7
2017 restructuring charges2.0
 22.1
 0.3
 11.7
 1.5
 37.6
Amounts utilized(3.6) (26.3) (0.3) (13.5) (1.5) (45.2)
Balance at December 31, 20171.8
 3.3
 
 
 
 5.1
2018 restructuring charges1.7
 5.6
 
 12.0
 2.6
 21.9
Amounts utilized(2.0) (2.9) 
 (11.3) (2.6) (18.8)
Balance at December 31, 20181.5
 6.0
 
 0.7
 
 8.2
2019 restructuring charges2.1
 0.9
 
 14.6
 58.9
 76.5
Amounts utilized(3.6) (3.8) 
 (15.3) (58.9) (81.6)
Balance at December 31, 2019$
 $3.1
 $
 $
 $
 $3.1

 Employee severance and job related benefits Lease and other contract termination costs Employee relocation costs Facility exit costs Write-off of equipment and facility Total
 ($ in millions)
Balance at January 1, 2015$11.2
 $4.5
 $
 $
 $
 $15.7
2015 restructuring charges
 0.7
 0.6
 0.9
 0.5
 2.7
Amounts utilized(6.0) (2.9) (0.6) (0.9) (0.5) (10.9)
Currency translation adjustments(0.6) (0.2) 
 
 
 (0.8)
Balance at December 31, 20154.6
 2.1
 
 
 
 6.7
2016 restructuring charges5.1
 13.6
 2.1
 15.5
 76.6
 112.9
Amounts utilized(6.3) (8.2) (2.1) (13.7) (76.6) (106.9)
Balance at December 31, 20163.4
 7.5
 
 1.8
 
 12.7
2017 restructuring charges2.0
 22.1
 0.3
 11.7
 1.5
 37.6
Amounts utilized(3.6) (26.3) (0.3) (13.5) (1.5) (45.2)
Balance at December 31, 2017$1.8
 $3.3
 $
 $
 $
 $5.1



The following table summarizes the cumulative restructuring charges of these 2016, 2014 and 2010 restructuring actions by major component through December 31, 2017:

2019:
 
Chlor Alkali Products
and Vinyls
 Winchester Total Chlor Alkali Products and Vinyls Winchester Total
 Becancour Capacity Reductions  Becancour Capacity Reductions Freeport Oxford Other 
 ($ in millions) ($ in millions)
Write-off of equipment and facility $3.5
 $78.1
 $
 $81.6
 $3.5
 $78.1
 $58.9
 $
 $2.6
 $143.1
Employee severance and job related benefits 2.7
 5.5
 14.7
 22.9
Employee severance and related benefit costs 2.7
 6.6
 
 14.7
 2.7
 26.7
Facility exit costs 4.6
 23.1
 2.3
 30.0
 5.9
 48.2
 
 2.3
 0.2
 56.6
Pension and other postretirement benefits curtailment 
 
 4.1
 4.1
 
 
 
 4.1
 
 4.1
Employee relocation costs 
 1.7
 6.0
 7.7
 
 1.7
 
 6.0
 
 7.7
Lease and other contract termination costs 5.3
 35.6
 
 40.9
 6.1
 40.9
 
 
 0.4
 47.4
Total cumulative restructuring charges $16.1
 $144.0
 $27.1
 $187.2
 $18.2
 $175.5
 $58.9
 $27.1
 $5.9
 $285.6


As of December 31, 2017,2019, we have incurred cash expenditures of $96.0$134.9 million and non-cash charges of $86.1$147.6 million related to these restructuring actions.  The remaining balance of $5.1$3.1 million is expected to be paid out through 2020.2021.


NOTE 6. EARNINGS PER SHARE


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

 Years ended December 31,
 2019 2018 2017
Computation of (Loss) Income per Share(In millions, except per share data)
Net (loss) income$(11.3) $327.9
 $549.5
Basic shares162.3
 166.8
 166.2
Basic net (loss) income per share$(0.07) $1.97
 $3.31
Diluted shares:     
Basic shares162.3
 166.8
 166.2
Stock-based compensation
 1.6
 2.3
Diluted shares162.3
 168.4
 168.5
Diluted net (loss) income per share$(0.07) $1.95
 $3.26

 Years ended December 31,
 2017 2016 2015
Computation of Income (Loss) per Share(In millions, except per share data)
Net income (loss)$549.5
 $(3.9) $(1.4)
Basic shares166.2
 165.2
 103.4
Basic net income (loss) per share$3.31
 $(0.02) $(0.01)
Diluted shares:     
Basic shares166.2
 165.2
 103.4
Stock-based compensation2.3
 
 
Diluted shares168.5
 165.2
 103.4
Diluted net income (loss) per share$3.26
 $(0.02) $(0.01)


The computation of dilutive shares from stock-based compensation does not include 1.67.8 million, 6.52.4 million and 5.21.6 million shares in 2017, 20162019, 2018 and 2015,2017, respectively, as their effect would have been anti-dilutive.


NOTE 7. ACCOUNTS RECEIVABLES


On December 20, 2016, we entered into a three year,July 16, 2019, our existing $250.0 million Receivables Financing Agreement was extended to July 15, 2022 and downsized to $10.0 million with the option to expand to $300.0 million (Receivables Financing Agreement). The administrative agent for our Receivables Financing Agreement is PNC Bank, National Association, as administrative agent (Receivables Financing Agreement).Association. Under the Receivables Financing Agreement, our eligible trade receivables are used for collateralized borrowings and continue to be serviced by us. As of December 31, 2017 and 2016, $340.9 million and $282.3 million, respectively, of our trade receivables were pledged as collateral and we had $249.7 million and $210.0 million, respectively, drawn under the agreement. For the year ended December 31, 2017, we borrowed $40.0 million under the Receivables Financing Agreement and used the proceeds to fund a portion of the payment to DowDuPont associated with a long-term ethylene supply contract to reserve additional ethylene at producer economics. For the year ended December 31, 2016, the proceeds of the Receivables Financing Agreement were used to repay $210.0 million of the Sumitomo Credit Facility. As of December 31, 2017, we had $0.3 million additional borrowing capacity under the Receivables Financing Agreement. In addition, the Receivables Financing Agreement incorporates the leverage and coverage covenants that are contained in the $2,000.0 million senior revolving credit facility. For the year ended December 31, 2019, the outstanding balance of the $250.0 million Receivables Financing Agreement of $150.0 million was repaid with proceeds from the issuance of $750.0 million senior notes due 2029. As of December 31, 2019 and 2018, we had 0 and $125.0 million, respectively, drawn under the agreement. As of December 31, 2019, we had $10.0 million of additional borrowing capacity under the Receivables Financing Agreement.


On June 29, 2016, we entered into aOlin also has trade accounts receivable factoring arrangementarrangements (AR Facilities) and on December 22, 2016, we entered into a separate trade accounts receivable factoring arrangement, which were both subsequently amended (collectively the AR Facilities). Pursuantpursuant to the terms of the AR Facilities, certain of our subsidiaries may sell their accounts receivable up to a maximum of $294.0$315.0 million. We will continue

to service such accounts.the outstanding accounts sold.  These receivables qualify for sales treatment under ASC 860 “Transfers and Servicing” and, accordingly, the proceeds are included in net cash provided by operating activities in the consolidated statements of cash flows. The gross amount of receivables sold forfollowing table summarizes the years ended December 31, 2017 and 2016 totaled $1,655.2 million and $533.6 million, respectively.AR Facilities activity:
 December 31,
 2019 2018
 ($ in millions)
Beginning Balance$132.4
 $182.3
     Gross receivables sold984.8
 1,372.3
     Payments received from customers on sold accounts(1,054.1) (1,422.2)
Ending Balance$63.1
 $132.4

  The factoring discount paid under the AR Facilities is recorded as interest expense on the consolidated statements of operations. The factoring discount for the years ended December 31, 2019, 2018 and 2017 and 2016 was $3.7$2.9 million, $4.3 million and $1.1$3.7 million, respectively. The agreements are without recourse and therefore no0 recourse liability has been recorded as of December 31, 2017.  As of December 31, 2017 and 2016, $182.3 million and $126.1 million, respectively, of receivables qualifying for sales treatment were outstanding and will continue to be serviced by us.2019.


At December 31, 20172019 and 2016,2018, our consolidated balance sheets included other receivables of $105.5$87.4 million and $95.6$58.0 million, respectively, which were classified as receivables, net.


NOTE 8. ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLES


Allowance for doubtful accounts receivable consisted of the following:
 December 31,
 2019 2018
 ($ in millions)
Beginning balance$12.9
 $12.3
Provisions charged1.1
 1.7
Write-offs, net of recoveries(2.1) (0.7)
Foreign currency translation adjustments
 (0.4)
Ending balance$11.9
 $12.9

 December 31,
 2017 2016
 ($ in millions)
Beginning balance$10.1
 $6.4
Provisions charged2.3
 4.5
Write-offs, net of recoveries(0.1) (0.8)
Ending balance$12.3
 $10.1


NOTE 9. INVENTORIES
 December 31,
 2019 2018
 ($ in millions)
Supplies$80.5
 $66.4
Raw materials74.9
 66.7
Work in process140.3
 139.6
Finished goods449.5
 488.5
 745.2
 761.2
LIFO reserve(49.5) (49.8)
Inventories, net$695.7
 $711.4

 December 31,
 2017 2016
 ($ in millions)
Supplies$66.1
 $58.1
Raw materials75.3
 72.6
Work in process127.8
 110.7
Finished goods462.6
 424.9
 731.8
 666.3
LIFO reserves(49.2) (35.9)
Inventories, net$682.6
 $630.4


Inventories valued using the LIFO method comprised 55%56% and 54%55% of the total inventories at December 31, 20172019 and 2016,2018, respectively.  The replacement cost of our inventories would have been approximately $49.2$49.5 million and $35.9$49.8 million higher than that reported at December 31, 20172019 and 2016,2018, respectively.



NOTE 10. OTHER ASSETS


Included in other assets were the following:
 December 31,
 2019 2018
 ($ in millions)
Supply contracts$1,112.6
 $1,099.5
Investments in non-consolidated affiliates
 8.8
Other56.5
 42.1
Other assets$1,169.1
 $1,150.4

 December 31,
 2017 2016
 ($ in millions)
Investments in non-consolidated affiliates$28.5
 $26.7
Deferred debt issuance costs2.5
 2.6
Tax-related receivables10.2
 17.5
Interest rate swaps3.6
 7.7
Supply contracts1,137.1
 566.7
Other26.5
 23.2
Other assets$1,208.4
 $644.4


On January 1, 2019, we sold our 9.1% limited partnership interest in Bay Gas Storage Company, Ltd. (Bay Gas) for $20.0 million. The sale closed on February 7, 2019 which resulted in a gain of $11.2 million for the year ended December 31, 2019 which was recorded to other income in the consolidated statements of operations.

For the year ended December 31, 2018, we recorded a $21.5 million non-cash impairment charge related to an adjustment to the value of our 9.1% limited partnership interest in Bay Gas.  Bay Gas owns, leases and operates underground gas storage and related pipeline facilities, which are used to provide storage in the McIntosh, AL area and delivery of natural gas. The general partner, Sempra Energy (Sempra), announced in the second quarter of 2018 its plan to sell several assets including its 90.9% interest in Bay Gas.  In connection with this decision, Sempra recorded an impairment charge related to Bay Gas adjusting the related assets’ carrying values to an estimated fair value.  We recorded a reduction in our investment in the non-consolidated affiliate for the proportionate share of the non-cash impairment charge. Olin has no other non-consolidated affiliates.

The losses of non-consolidated affiliates were $19.7 million for the year ended December 31, 2018, which reflect the $21.5 million non-cash impairment charge. The earnings of non-consolidated affiliates were $1.8 million for the year ended December 31, 2017.

In connection with the Acquisition, Olin and DowDuPontDow entered into arrangements for the long-term supply of ethylene by DowDuPontDow to Olin, pursuant to which, among other things, Olin made upfront payments of $433.5 million on the Closing Date in order to receive ethylene at producer economics and for certain reservation fees and for the option to obtain additional ethylene at producer economics. The fair value of the long-term supply contracts recorded as of the Closing Date was a long-term asset of $416.1 million which will be amortized over the life of the contracts as ethylene is received. During 2016,2017, we exercised onemade an additional payment of the options$209.4 million in connection with our option to reserve additional ethylene supply at producer economics. In September 2017, DowDuPont’s new Texas 9 ethylene cracker in Freeport, TX became operational. As a result, during 2017, a payment of $209.4 million was made in connection with this optioneconomics from Dow which increased the value of the long-term asset.


On February 27, 2017, we exercised the remaining option to obtainreserve additional future ethylene at producer economics from DowDuPont.Dow. In connection with the exercise of this option, we also secured a long-term customer arrangement. As a result, an additional payment will be made to DowDuPont of between $440 million and $465Dow that is not to exceed $493 million on or about the fourth quarter of 2020. During September 2017, as a result of DowDuPont’sDow’s new Texas 9 ethylene cracker becoming operational, Olin recognized a long-term asset and other liabilitiesliability of $389.2 million, which representsrepresented the present value of the additional estimated 2020 payment. During 2019, Olin increased the long-term asset and other liability by $50.7 million. The discountdiscounted amount of $51.8$52.7 million will be recorded as interest expense through the fourth quarter of 2020. For the yearyears ended December 31, 2019, 2018, and 2017 interest expense of $17.0 million, $16.0 million and $3.9 million, respectively, was recorded for the accretion on the 2020 payment discount.

During 2016, Olin entered into arrangements to increase our supply of low cost electricity. In conjunction with these arrangements, Olin made payments of $175.7 million in 2016. The payments made under these arrangements will be amortized over the life of the contracts as electrical power is received.


The weighted-average useful life of long-term supply contracts at December 31, 20172019 was 20 years. For the years ended December 31, 2017, 20162019, 2018 and 2015,2017, amortization expense of $28.2$37.6 million, $21.5$37.6 million and $4.3$28.2 million, respectively, was recognized within cost of goods sold related to these supply contracts and is reflected in depreciation and amortization on the consolidated statements of cash flows. We estimate that amortization expense will be approximately $38 million in 2018, 2019 and 2020 and $62$60 million in 2021, 2022, 2023 and 20222024 related to these long-term supply contracts.  The long-term supply contracts are monitored for impairment each reporting period.



NOTE 11. PROPERTY, PLANT AND EQUIPMENT
   December 31,
 Useful Lives 2019 2018
   ($ in millions)
Land and improvements to land10-20 Years $277.5
 $276.9
Buildings and building equipment10-30 Years 392.4
 387.6
Machinery and equipment3-20 Years 5,566.0
 5,252.0
Leasehold improvements  9.9
 5.2
Construction in progress  346.1
 341.4
Property, plant and equipment  6,591.9
 6,263.1
Accumulated depreciation  (3,268.1) (2,781.0)
Property, plant and equipment, net  $3,323.8
 $3,482.1

   December 31,
 Useful Lives 2017 2016
   ($ in millions)
Land and improvements to land10-20 Years $281.7
 $281.2
Buildings and building equipment10-30 Years 382.4
 375.0
Machinery and equipment3-15 Years 5,028.4
 4,765.9
Leasehold improvements  3.9
 3.4
Construction in progress  212.5
 171.0
Property, plant and equipment  5,908.9
 5,596.5
Accumulated depreciation  (2,333.1) (1,891.6)
Property, plant and equipment, net  $3,575.8
 $3,704.9



The weighted-average useful life of machinery and equipment at December 31, 20172019 was 1211 years. Depreciation expense was $493.3 million, $497.8 million and $465.1 million $435.7 millionfor 2019, 2018 and $198.1 million for 2017, 2016 and 2015, respectively.  Interest capitalized was $10.8 million, $6.0 million and $3.0 million $1.9 millionfor 2019, 2018 and $1.1 million for 2017, 2016 and 2015, respectively.  Maintenance, turnaround costs and repairs charged to operations amounted to $414.7 million, $329.6 million and $187.7 million in 2017, 2016 and 2015, respectively.


The consolidated statements of cash flows for the years ended December 31, 2019, 2018 and 2017, 2016 and 2015, included an increasedecreases of $0.5$5.7 million, $25.5 million and decreases of $29.9 million and $7.4$0.5 million, respectively, to capital expenditures, with the corresponding change to accounts payable and accrued liabilities, related to purchases of property, plant and equipment included in accounts payable and accrued liabilities at December 31, 2017, 20162019, 2018 and 2015.2017.

During 2016, we entered into sale/leaseback transactions for railcars that we acquired in connection with the Acquisition. We received proceeds from the sales of $40.4 million for the year ended December 31, 2016.


INVESTMENTS—AFFILIATED COMPANIES

During 2013, we sold our equity interest in a bleach joint venture which resulted in a gain of $6.5 million. During both 2016 and 2015, we received $8.8 million as a result of the sale. As of December 31, 2016, all amounts had been collected under the sale arrangement.

We hold a 9.1% limited partnership interest in Bay Gas Storage Company, Ltd. (Bay Gas), an Alabama limited partnership, in which EnergySouth, Inc. (EnergySouth) is the general partner with interest of 90.9%.  Bay Gas owns, leases and operates underground gas storage and related pipeline facilities, which are used to provide storage in the McIntosh, AL area and delivery of natural gas to EnergySouth customers.

The following table summarizes our investment in our non-consolidated equity affiliate:
 December 31,
 2017 2016
 ($ in millions)
Bay Gas$28.5
 $26.7

The following table summarizes our equity earnings of our non-consolidated affiliate:

 Years Ended December 31,
 2017 2016 2015
 ($ in millions)
Bay Gas$1.8
 $1.7
 $1.7

We did not receive any distributions from our non-consolidated affiliates in 2017, 2016 and 2015.

NOTE 12. GOODWILL AND INTANGIBLE ASSETS


Changes in the carrying value of goodwill were as follows:

 Chlor Alkali Products and Vinyls Epoxy Total
 ($ in millions)
Balance at January 1, 2018$1,832.9
 $287.1
 $2,120.0
Foreign currency translation adjustment(0.3) (0.1) (0.4)
Balance at December 31, 20181,832.6
 287.0
 2,119.6
Foreign currency translation adjustment0.1
 
 0.1
Balance at December 31, 2019$1,832.7
 $287.0
 $2,119.7

 Chlor Alkali Products and Vinyls Epoxy Total
 ($ in millions)
Balance at January 1, 2016$1,877.5
 $296.6
 $2,174.1
Acquisition activity(45.3) (9.7) (55.0)
Foreign currency translation adjustment(0.9) (0.2) (1.1)
Balance at December 31, 20161,831.3
 286.7
 2,118.0
Foreign currency translation adjustment1.6
 0.4
 2.0
Balance at December 31, 2017$1,832.9
 $287.1
 $2,120.0

The decrease in goodwill during 2016 was a result of measurement period adjustments from the preliminary valuation of the Acquisition and the effects of foreign currency translation adjustments. We finalized our purchase price allocation of the Acquisition during the third quarter of 2016.


Intangible assets consisted of the following:

   December 31,
   2019 2018
 Useful Lives Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net
   ($ in millions)
Customers, customer contracts and relationships10-15 Years $673.5
 $(260.9) $412.6
 $675.2
 $(211.9) $463.3
Trade name5 Years 7.0
 (6.0) 1.0
 7.0
 (4.6) 2.4
Acquired technology7 Years 85.1
 (51.8) 33.3
 85.4
 (39.6) 45.8
Other10 Years 1.8
 (0.6) 1.2
 0.7
 (0.6) 0.1
Total intangible assets  $767.4
 $(319.3) $448.1
 $768.3
 $(256.7) $511.6

   December 31,
   2017 2016
 Useful Lives Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net
   ($ in millions)
Customers, customer contracts and relationships10-15 Years $679.5
 $(163.6) $515.9
 $667.8
 $(112.9) $554.9
Trade name5 Years 7.1
 (3.2) 3.9
 17.8
 (12.7) 5.1
Acquired technology7 Years 86.1
 (27.7) 58.4
 84.2
 (15.0) 69.2
Other4-10 Years 2.3
 (2.0) 0.3
 2.3
 (1.9) 0.4
Total intangible assets  $775.0
 $(196.5) $578.5
 $772.1
 $(142.5) $629.6

In connection with the integration of the Acquired Business, in the first quarter of 2016, the K.A. Steel Chemicals Inc. trade name was changed from an indefinite life intangible asset to an intangible asset with a finite useful life of one year. Amortization expense of $10.9 million was recognized within cost of goods sold for the year ended December 31, 2016 related to the change in useful life.


Amortization expense relating to intangible assets was $62.8 million $73.8 millionin 2019, 2018 and $25.8 million in 2017, 2016 and 2015, respectively.2017.  We estimate that amortization expense will be approximately $63$62 million in 2018, 2019 and 2020, approximately $61 million in 2021, and approximately $54 million in 2022.2022 and approximately $35 million in both 2023 and 2024.



NOTE 13. DEBT

Long-Term Debt
 December 31,
 2019 2018
Notes payable:($ in millions)
Variable-rate Delayed Draw Term Loan Facility, due 2024 (4.02% at December 31, 2018)$
 $543.0
Variable-rate Recovery Zone bonds, due 2024-2035 (2.85% and 3.67% at December 31, 2019 and 2018, respectively)103.0
 103.0
Variable-rate Go Zone bonds, due 2024 (2.85% and 3.67% at December 31, 2019 and 2018, respectively)50.0
 50.0
Variable-rate Industrial development and environmental improvement obligations, due 2025 (1.70% and 2.52% at December 31, 2019 and 2018, respectively)2.9
 2.9
10.00%, due 2025500.0
 500.0
9.75%, due 2023720.0
 720.0
5.625%, due 2029750.0
 
5.50%, due 2022200.0
 200.0
5.125%, due 2027500.0
 500.0
5.00%, due 2030550.0
 550.0
Receivables Financing Agreement (See Note 7)
 125.0
Finance lease obligations5.3
 4.2
Total notes payable3,381.2
 3,298.1
Deferred debt issuance costs(38.2) (34.1)
Interest rate swaps(2.2) (33.7)
Total debt3,340.8
 3,230.3
Amounts due within one year2.1
 125.9
Total long-term debt$3,338.7
 $3,104.4

 December 31,
 2017 2016
Notes payable:($ in millions)
Variable-rate Senior Term Loan Facility, due 2022 and 2020, respectively, (3.57% and 2.77% at December 31, 2017 and 2016, respectively)$1,323.4
 $1,282.5
Variable-rate Sumitomo Credit Facility, due 2018 (2.27% at December 31, 2016)
 590.0
Variable-rate Recovery Zone bonds, due 2024-2035 (3.27% and 2.47% at December 31, 2017 and 2016, respectively)103.0
 103.0
Variable-rate Go Zone bonds, due 2024 (3.27% and 2.47% at December 31, 2017 and 2016, respectively)50.0
 50.0
Variable-rate Industrial development and environmental improvement obligations, due 2025 (1.27% and 0.25% at December 31, 2017 and 2016, respectively)2.9
 2.9
9.75%, due 2023720.0
 720.0
10.00%, due 2025500.0
 500.0
5.50%, due 2022200.0
 200.0
5.125%, due 2027500.0
 
7.23%, SunBelt Notes due 2013-2017
 12.2
Senior Revolving Credit Facility20.0
 
Receivables Financing Agreement249.7
 210.0
Capital lease obligations3.7
 3.9
Total notes payable3,672.7
 3,674.5
Deferred debt issuance costs(32.6) (28.5)
Interest rate swaps(28.1) (28.4)
Total debt3,612.0
 3,617.6
Amounts due within one year0.7
 80.5
Total long-term debt$3,611.3
 $3,537.1


On March 9, 2017, we entered into a new five-year $1,975.0July 16, 2019, Olin issued $750.0 million senior credit facility, which amended and restated the existing $1,850.0 million senior credit facility. Pursuant to the agreement, the aggregate principal amount of 5.625% senior notes due August 1, 2029 (2029 Notes), which were registered under the term loan facility was increased to $1,375.0 million (Term Loan Facility),Securities Act of 1933, as amended. Interest on the 2029 Notes began accruing from July 16, 2019 and is payable semi-annually beginning on February 1, 2020. Proceeds from the aggregate commitments under the senior revolving credit facility2029 Notes were increased to $600.0 million (Senior Revolving Credit Facility and, together with the Term Loan Facility, the Senior Credit Facility), from $500.0 million. At December 31, 2017, we had $574.9 million available under our $600.0 million Senior Revolving Credit Facility because we had outstanding borrowings of $20.0 million and issued $5.1 million of letters of credit. In March 2017, we drew the entire $1,375.0 million term loan and used the proceeds to redeem the remaining balance of the existing $1,350.0$1,375.0 million term loan facility of $493.0 million and $150.0 million of the Receivables Financing Agreement.

On July 16, 2019, Olin entered into a new five-year, $2,000.0 million senior credit facility of $1,282.5 million and a portion of the Sumitomo Credit Facility. The maturity date for the(2019 Senior Credit Facility was extended from October 5, 2020 to March 9, 2022.Facility), which replaces the existing $1,975.0 million senior credit facility. The $600.0 million2019 Senior Revolving Credit Facility includes a $100.0senior unsecured delayed-draw term loan facility in an aggregate principal amount of up to $1,200.0 million letter of credit subfacility.(Delayed Draw Term Loan Facility). The Delayed Draw Term Loan Facility will be available on a delayed basis in up to 3 draws to be made on or prior to November 29, 2020. The Delayed Draw Term Loan Facility includes principal amortization amounts payable in equal quarterly installmentsbeginning the quarter ending after the facility is borrowed upon at a rate of 5.0% per annum for the first two years, increasing to 7.5% per annum for the following year and to 10.0% per annum for the last two years. We expect the proceeds from the Delayed Draw Term Loan Facility will be used to redeem the 9.75% senior notes due 2023 and the 10.00% senior notes due 2025 on or about October 15, 2020. The 2019 Senior Credit Facility also includes a senior unsecured revolving credit facility with aggregate commitments in an amount equal to $800.0 million (2019 Senior Revolving Credit Facility), which was increased from $600.0 million. The 2019 Senior Revolving Credit Facility includes a $100.0 million letter of credit subfacility. For the year ended December 31, 2019, we had $796.5 million available under our 2019 Senior Revolving Credit Facility because we had issued $3.5 million of letters of credit.  The maturity date for the 2019 Senior Credit Facility is July 16, 2024 at which point all outstanding Delayed Draw Term Loan Facility and 2019 Senior Revolving Credit Facility balances will become due and payable. In December 2019, Olin amended the 2019 Senior Credit Facility which amended the restrictive covenants of the agreement, including expanding the coverage and leverage ratios to be less restrictive over the next two and a half years.


Under the 2019 Senior Credit Facility, we may select various floating rate borrowing options. The actual interest rate paid on borrowings under the 2019 Senior Credit Facility is based on a pricing grid which is dependent upon the leverage ratio as calculated under the terms of the applicable facility for the prior fiscal quarter.  The facility2019 Senior Credit Facility includes

various customary restrictive covenants, including restrictions related to the ratio of debt to earnings before interest expense, taxes, depreciation and amortization (leverage ratio) and the ratio of earnings before interest expense, taxes, depreciation and amortization to interest expense (coverage ratio).  Compliance with these covenants is determined quarterly based on the operating cash flows. We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of December 31, 2017 and 2016,2019, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured. In the future, our ability to generate sufficient operating cash flows, among other factors, will

determine the amounts available to be borrowed under these facilities. As of December 31, 2017,2019, there were no covenants or other restrictions that would have limited our ability to borrow under these facilities.


For the year ended December 31, 2019, we recognized interest expense of $2.8 million for the write-off of unamortized deferred debt issuance costs related to the replacement of the existing $1,975.0 million senior credit facility, including the redemption of the remaining balance of the $1,375.0 million term loan facility, and the redemption of the remaining balance of and reduction in the borrowing capacity under the Receivables Financing Agreement.

On January 19, 2018, Olin issued $550.0 million aggregate principal amount of 5.00% senior notes due February 1, 2030 (2030 Notes), which were registered under the Securities Act of 1933, as amended. Interest on the 2030 Notes began accruing from January 19, 2018 and is paid semi-annually beginning on August 1, 2018. Proceeds from the 2030 Notes were used to redeem $550.0 million of debt under the $1,375.0 million term loan facility. We recognized interest expense of $2.6 million for the write-off of unamortized deferred debt issuance costs related to this action in 2018.

On March 9, 2017, we entered into a five-year $1,975.0 million senior credit facility, which amended and restated the then existing $1,850.0 million senior credit facility. We recognized interest expense of $1.2 million for the write-off of unamortized deferred debt issuance costs related to this action during 2017. Pursuant to the agreement, the aggregate principal amount under the term loan facility was increased to $1,375.0 million, and the aggregate commitments under the senior revolving credit facility were increased to $600.0 million. In March 2017, we drew the entire $1,375.0 million term loan facility and used the proceeds to redeem the remaining balance of the existing $1,350.0 million senior credit facility of $1,282.5 million and a portion of the $800.0 million Sumitomo Credit Facility (Sumitomo Credit Facility). For the year ended December 31, 2017, we repaid $51.6 million under the required quarterly installments of the $1,375.0 million term loan facility.

On March 9, 2017, Olin issued $500.0 million aggregate principal amount of 5.125% senior notes due September 15, 2027 (2027 Notes), which were registered under the Securities Act of 1933, as amended. Interest on the 2027 Notes began accruing from March 9, 2017 and is paid semi-annually beginning on September 15, 2017. Proceeds from the 2027 Notes were used to redeem the remaining balance of the Sumitomo Credit Facility.


On December 20, 2016, we entered into a three year, $250.0 million Receivables Financing Agreement. Under the Receivables Financing Agreement, our eligible trade receivables are used for collateralized borrowings and are continued to be serviced by us. As of December 31, 2017 and 2016, $340.9 million and $282.3 million, respectively, of our trade receivables were pledged as collateral and we had $249.7 million and $210.0 million, respectively, drawn under the agreement. For the year ended December 31, 2017, we borrowed $40.0 million under the Receivables Financing Agreement and used the proceeds to fund a portion of the payment to DowDuPont associated with a long-term ethylene supply contract to reserve additional ethylene at producer economics. During 2016, we drew $230.0 million under the agreement and subsequently repaid $20.0 million. For the year ended December 31, 2016, the proceeds of the Receivables Financing Agreement were used to repay $210.0 million of the Sumitomo Credit Facility. In addition, the Receivables Financing Agreement incorporates the leverage and coverage covenants that are contained in the Senior Revolving Credit Facility.

On the Closing Date, Spinco issued $720.0 million aggregate principal 2023 Notes and $500.0 million aggregate principal 2025 Notes to DowDuPont. DowDuPont transferred the Notes to certain unaffiliated securityholders in satisfaction of existing debt obligations of DowDuPont held or acquired by those unaffiliated securityholders. On October 5, 2015, certain initial purchasers purchased the Notes from the unaffiliated securityholders. During 2016, the Notes were registered under the Securities Act of 1933, as amended. Interest on the Notes began accruing from October 1, 2015 and are paid semi-annually beginning on April 15, 2016. The Notes are not redeemable at any time prior to October 15, 2020. Neither Olin nor Spinco received any proceeds from the sale of the Notes. Upon the consummation of the Transactions, Olin became guarantor of the Notes.

On June 23, 2015, Spinco entered into a five-year delayed-draw term loan facility of up to $1,050.0 million. As of the Closing Date, Spinco drew $875.0 million to finance the cash portion of the Cash and Debt Distribution. Also on June 23, 2015, Olin and Spinco entered into a five-year $1,850.0 million senior credit facility consisting of a $500.0 million senior revolving credit facility, which replaced Olin’s $265.0 million senior revolving credit facility at the closing of the Merger, and a $1,350.0 million delayed-draw term loan facility. As of the Closing Date, an additional $475.0 million was drawn by Olin under this term loan facility which was used to pay fees and expenses of the Transactions, obtain additional funds for general corporate purposes and refinance Olin’s existing senior term loan facility due in 2019. Subsequent to the Closing Date, these senior credit facilities were consolidated into a single $1,850.0 million senior credit facility. The $1,850.0 million senior credit facility was refinanced in its entirety by the Senior Credit Facility during 2017. We recognized interest expense of $1.2 million for the write-off of unamortized deferred debt issuance costs related to this action during 2017.

For the years ended December 31, 2017 and 2016, we repaid $51.6 million and $67.5 million under the required quarterly installments of the term loan facilities, respectively.

On August 25, 2015, Olin entered into a Credit Agreement with a syndicate of lenders and Sumitomo Mitsui Banking Corporation, as administrative agent, in connection with the Transactions. Olin obtained term loans in an aggregate amount of $600.0 million under the Sumitomo Credit Facility. On November 3, 2015, we entered into an amendment to the Sumitomo Credit Facility which increased the aggregate amount of term loans available by $200.0 million. On the Closing Date, $600.0 million of loans under the Credit Agreement were made available and borrowed upon and on November 5, 2015, $200.0 million of loans under the Credit Agreement were made available and borrowed upon. The term loans under the Sumitomo Credit Facility were set to mature on October 5, 2018 and had no scheduled amortization payments. The proceeds of the Sumitomo Credit Facility were used to refinance existing Spinco indebtedness at the Closing Date of $569.0 million, to pay fees and expenses in connection with the Transactions and for general corporate purposes. The Credit Agreement contained customary representations, warranties and affirmative and negative covenants which are substantially similar to those included in the $1,850.0 million senior credit facility. During 2016, $210.0 million was repaid under the Sumitomo Credit Facility using proceeds from the Receivables Financing Agreement. During 2017, the remaining Sumitomo Credit Facility balance of $590.0 million was repaid using proceeds from the Senior Credit Facility$1,975.0 million senior credit facility and the 2027 Notes. We recognized interest expense of $1.5 million related to the write-off of unamortized deferred debt issuance costs related to this action in 2017.


In June 2016,2019, we repaid $125.0paid debt issuance costs of $16.6 million for the issuance of 6.75% senior notes due 2016, which became due.


the 2029 Notes and 2019 Senior Credit Facility. In 2018, we paid debt issuance costs of $8.5 million relating to the 2030 Notes. In 2017, we paid debt issuance costs of $11.2 million relating to the Senior Credit Facility$1,975.0 million senior credit facility and the 2027 Notes. In 2016, we paid debt issuance costs of $1.0 million for the registration of the Notes. In 2015, we paid debt issuance costs of $13.3 million relating to the Notes, the Sumitomo Credit Facility and the $1,850.0 million senior credit facility.

On March 26, 2015, we and certain financial institutions executed commitment letters pursuant to which the financial institutions agreed to provide $3,354.5 million of Bridge Financing, in each case on the terms and conditions set forth in the commitment letters. The Bridge Financing was not drawn on to facilitate the Acquisition and the commitments for the Bridge Financing have been terminated as of the Closing Date. For the year ended December 31, 2015, we paid debt issuance costs of $30.0 million associated with the Bridge Financing, which are included in interest expense.

On June 24, 2014, we entered into a five-year $415.0 million senior credit facility consisting of a $265.0 million senior revolving credit facility, which replaced our previous $265.0 million senior revolving credit facility, and a $150.0 million delayed-draw term loan facility. In August 2014, we drew the entire $150.0 million of the term loan and used the proceeds to redeem our 2019 Notes. In 2015, we repaid $2.8 million under the required quarterly installments of the $150.0 million term loan facility and, on the Closing Date of the Acquisition, the remaining $146.3 million was refinanced using the proceeds of the $1,850.0 million senior credit facility. We recognized interest expense of $0.5 million for the write-off of unamortized deferred debt issuance costs related to this action in 2015.


Pursuant to a note purchase agreement dated December 22, 1997, SunBelt sold $97.5 million of Guaranteed Senior Secured Notes due 2017, Series O, and $97.5 million of Guaranteed Senior Secured Notes due 2017, Series G.  We refer to these notes as the SunBelt Notes. The SunBelt Notes bearaccrued interest at a rate of 7.23% per annum, payable semi-annually in arrears on each June 22 and December 22.  Beginning on December 22, 2002 and each year through 2017, SunBelt was required to repay $12.2 million of the SunBelt Notes, of which $6.1 million is attributable to the Series O Notes and of which $6.1 million is attributable to the Series G Notes.  In December 2017, 2016 and 2015, $12.2 million was repaid on these SunBelt Notes. At December 31, 2017, all amounts due under the SunBelt Notes havehad been repaid.


At December 31, 2017,2019, we had total letters of credit of $72.8$68.7 million outstanding, of which $5.1$3.5 million were issued under our 2019 Senior Revolving Credit Facility.  The letters of credit are used to support certain long-term debt, certain workers compensation insurance policies, certain plant closure and post-closure obligations and certain international pension funding requirements.


Annual maturities of long-term debt, including capitalfinance lease obligations, are $0.7 million in 2018, $0.7 million in 2019, $251.3$2.1 million in 2020, $0.3$1.0 million in 2021, $993.7$200.7 million in 2022, $720.6 million in 2023, $70.7 million in 2024 and a total of $2,426.0$2,386.1 million thereafter. The long-term debt obligations reflects the issuance of the $550.0 million 2030 Notes and related prepayment of the $1,375.0 million Term Loan Facility in January 2018.


In April 2016, we entered into three tranches of forward starting interest rate swaps whereby we agreed to pay fixed rates to the counterparties who, in turn, pay us floating rates on $1,100.0 million, $900.0 million and $400.0 million of our underlying floating-rate debt obligations. Each tranche’s term length iswas for twelve months beginning on December 31, 2016, December 31,

2017 and December 31, 2018, respectively. The counterparties to the agreements are SMBC Capital Markets, Inc., Wells Fargo Bank, N.A. (Wells Fargo), PNC Bank, National Association, and Toronto-Dominion Bank. These counterparties are large financial institutions. We have designated the swaps as cash flow hedges of the risk of changes in interest payments associated with our variable-rate borrowings. Accordingly,In July 2019, we terminated the remaining interest rate swap agreements have been recorded at their fair market valueagreement which resulted in a gain of $10.5$1.8 million and are includedthat was recognized in other current assets and other assets on the accompanying consolidated balance sheet, with the corresponding gain deferred as a component of other comprehensive loss. Forinterest expense for the year ended December 31, 2019. For the years ended December 31, 2019, 2018 and 2017, $4.3 million, $8.9 million and $3.1 million, respectively, of income was recorded to interest expense on the accompanying consolidated statements of operations related to these swap agreements.


In April 2016, we entered into interest rate swaps on $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates to the counterparties who, in turn, pay us fixed rates. The counterparties to these agreements are Toronto-Dominion Bank and SMBC Capital Markets, Inc., both of which are major financial institutions.

In October 2016, we entered into interest rate swaps on an additional $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates to the counterparties who, in turn, pay us fixed rates. The counterparties to these agreements are PNC Bank, National Association and Wells Fargo, both of which are major financial institutions.

We have designated the April 2016 and October 2016 interest rate swap agreements as fair value hedges of the risk of changes in the value of fixed ratefixed-rate debt due to changes in interest rates for a portion of our fixedfixed-rate borrowings. In August 2019, we terminated the April 2016 and October 2016 interest rate borrowings. Accordingly,swaps which resulted in a loss of $2.3 million that will be deferred as an offset to the swap agreements have been recorded at their fair marketcarrying value of $28.1the related debt and will be recognized to interest expense through October 2025. As of December 31, 2019, $2.2 million and areof this loss was included in other long-term liabilities ondebt in the accompanying consolidated balance sheet, with a corresponding decrease in the carrying amount of the related

debt.sheet. For the years ended December 31, 20172019 and 2016, $2.92018, $2.6 million and $2.6$2.1 million, respectively, of expense and for the year ended December 31, 2017, $2.9 million of income has beenwas recorded to interest expense on the accompanying consolidated statementstatements of operations related to these swap agreements.


Our loss in the event of nonperformance by these counterparties could be significant to our financial position and results of operations.  Our interest rate swaps reduced interest expense by $1.7 million, $6.8 million and $6.1 million $3.7 millionin 2019, 2018 and $2.8 million in 2017, 2016 and 2015, respectively.  The difference between interest paid and interest received is included as an adjustment to interest expense.

Subsequent Event

On January 19, 2018, Olin issued $550.0 million aggregate principal amount of 5.00% senior notes due February 1, 2030 (2030 Notes), which were registered under the Securities Act of 1933, as amended. Interest on the 2030 Notes began accruing from January 19, 2018 and is paid semi-annually beginning on August 1, 2018. Proceeds from the 2030 Notes were used to redeem $550.0 million of debt under the Term Loan Facility. This prepayment of the Term Loan Facility eliminates the required quarterly installments under the Term Loan Facility.


NOTE 14. PENSION PLANS


We sponsor domestic and foreign defined benefit pension plans for eligible employees and retirees. Most of our domestic employees participate in defined contribution plans.  However, a portion of our bargaining hourly employees continue to participate in our domestic qualified defined benefit pension plans under a flat-benefit formula.  Our funding policy for the qualified defined benefit pension plans is consistent with the requirements of federal laws and regulations.  Our foreign subsidiaries maintain pension and other benefit plans, which are consistent with local statutory practices.  


Our domestic qualified defined benefit pension plan provides that if, within three years following a change of control of Olin, any corporate action is taken or filing made in contemplation of, among other things, a plan termination or merger or other transfer of assets or liabilities of the plan, and such termination, merger or transfer thereafter takes place, plan benefits would automatically be increased for affected participants (and retired participants) to absorb any plan surplus (subject to applicable collective bargaining requirements).


During 2016,2019, we made a discretionary cash contribution to our domestic qualified defined benefit pension plan of $6.0$12.5 million. 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 2018.2020.


We have international qualified defined benefit pension plans to which we made cash contributions of $2.4 million, $2.6 million and $1.7 million in 2019, 2018 and $1.3 million in 2017, and 2016, respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2018.2020.





Pension Obligations and Funded Status


Changes in the benefit obligation and plan assets were as follows:

 December 31, 2019 December 31, 2018
 U.S. Foreign Total U.S. Foreign Total
Change in Benefit Obligation($ in millions)
Benefit obligation at beginning of year$2,365.5
 $302.3
 $2,667.8
 $2,579.9
 $303.4
 $2,883.3
Service cost1.0
 10.3
 11.3
 1.4
 9.7
 11.1
Interest cost88.7
 6.0
 94.7
 80.6
 5.7
 86.3
Actuarial loss (gain)299.5
 64.6
 364.1
 (163.2) 1.5
 (161.7)
Benefits paid(134.5) (4.8) (139.3) (133.2) (3.7) (136.9)
Plan participant’s contributions
 1.7
 1.7
 
 1.2
 1.2
Plan amendments
 (0.7) (0.7) 
 (0.4) (0.4)
Foreign currency translation adjustments
 (1.8) (1.8) 
 (15.1) (15.1)
Benefit obligation at end of year$2,620.2
 $377.6
 $2,997.8
 $2,365.5
 $302.3
 $2,667.8

 December 31, 2017 December 31, 2016
 ($ in millions) ($ in millions)
Change in Benefit ObligationU.S. Foreign Total U.S. Foreign Total
Benefit obligation at beginning of year$2,466.2
 $251.0
 $2,717.2
 $2,458.5
 $227.4
 $2,685.9
Service cost1.2
 7.9
 9.1
 1.3
 7.6
 8.9
Interest cost81.3
 5.3
 86.6
 82.4
 5.3
 87.7
Actuarial loss161.7
 9.6
 171.3
 88.7
 20.4
 109.1
Benefits paid(130.5) (4.2) (134.7) (132.2) (3.4) (135.6)
Plan participant’s contributions
 1.0
 1.0
 
 0.9
 0.9
Plan amendments
 1.7
 1.7
 
 (1.2) (1.2)
Business combination
 
 
 (32.5) 
 (32.5)
Currency translation adjustments
 31.1
 31.1
 
 (6.0) (6.0)
Benefit obligation at end of year$2,579.9
 $303.4
 $2,883.3
 $2,466.2
 $251.0
 $2,717.2
 December 31, 2019 December 31, 2018
 U.S. Foreign Total U.S. Foreign Total
Change in Plan Assets($ in millions)
Fair value of plans’ assets at beginning of year$1,925.8
 $67.2
 $1,993.0
 $2,172.5
 $74.4
 $2,246.9
Actual return on plans’ assets318.8
 7.6
 326.4
 (113.9) (2.1) (116.0)
Employer contributions12.5
 2.4
 14.9
 0.4
 1.8
 2.2
Benefits paid(134.5) (3.4) (137.9) (133.2) (2.2) (135.4)
Foreign currency translation adjustments
 2.9
 2.9
 
 (4.7) (4.7)
Fair value of plans’ assets at end of year$2,122.6
 $76.7
 $2,199.3
 $1,925.8
 $67.2
 $1,993.0


 December 31, 2019 December 31, 2018
 U.S. Foreign Total U.S. Foreign Total
Funded Status($ in millions)
Qualified plans$(494.3) $(298.4) $(792.7) $(436.1) $(232.8) $(668.9)
Non-qualified plans(3.3) (2.5) (5.8) (3.6) (2.3) (5.9)
Total funded status$(497.6) $(300.9) $(798.5) $(439.7) $(235.1) $(674.8)

 December 31, 2017 December 31, 2016
 ($ in millions) ($ in millions)
Change in Plan AssetsU.S. Foreign Total U.S. Foreign Total
Fair value of plans’ assets at beginning of year$2,012.0
 $66.5
 $2,078.5
 $1,974.0
 $62.5
 $2,036.5
Actual return on plans’ assets290.6
 5.0
 295.6
 191.5
 3.5
 195.0
Employer contributions0.4
 2.2
 2.6
 6.4
 2.0
 8.4
Benefits paid(130.5) (3.0) (133.5) (132.2) (3.4) (135.6)
Business combination
 
 
 (27.7) 
 (27.7)
Currency translation adjustments
 3.7
 3.7
 
 1.9
 1.9
Fair value of plans’ assets at end of year$2,172.5
 $74.4
 $2,246.9
 $2,012.0
 $66.5
 $2,078.5

 December 31, 2017 December 31, 2016
 ($ in millions) ($ in millions)
Funded StatusU.S. Foreign Total U.S. Foreign Total
Qualified plans$(403.7) $(226.9) $(630.6) $(450.6) $(182.6) $(633.2)
Non-qualified plans(3.7) (2.1) (5.8) (3.6) (1.9) (5.5)
Total funded status$(407.4) $(229.0) $(636.4) $(454.2) $(184.5) $(638.7)


Under ASC 715, we recorded a $21.3$145.5 million after-tax charge ($26.9177.7 million pretax) to shareholders’ equity as of December 31, 20172019 for our pension plans.  This charge primarily reflected a 50-basis100-basis point decrease in the domestic pension plans’ discount rate, partially offset by favorable performance on plan assets during 2017.2019. In 2016,2018, we recorded a $40.7$76.5 million after-tax charge ($66.1100.6 million pretax) to shareholders’ equity as of December 31, 20162018 for our pension plans.  This charge primarily reflected unfavorable performance on plan assets during 2018, partially offset by 30-basis60-basis point decreaseincrease in the domestic pension plans’ discount rate, partially offset by favorable performance on plan assets during 2016.rate. 


The $171.3$364.1 million actuarial loss for 20172019 was primarily due to a 50-basis100-basis point decrease in the domestic pension plans’ discount rate. The $109.1$161.7 million actuarial lossgain for 20162018 was primarily due to a 30-basis60-basis point decreaseincrease in the domestic pension plans’ discount rate.

Amounts recognized in the consolidated balance sheets consisted of:

 December 31, 2019 December 31, 2018
 U.S. Foreign Total U.S. Foreign Total
 ($ in millions)
Accrued benefit in current liabilities$(0.6) $(0.2) $(0.8) $(0.4) $(0.1) $(0.5)
Accrued benefit in noncurrent liabilities(497.0) (300.7) (797.7) (439.3) (235.0) (674.3)
Accumulated other comprehensive loss891.6
 111.6
 1,003.2
 796.5
 56.0
 852.5
Net balance sheet impact$394.0
 $(189.3) $204.7
 $356.8
 $(179.1) $177.7

 December 31, 2017 December 31, 2016
 ($ in millions) ($ in millions)
 U.S. Foreign Total U.S. Foreign Total
Accrued benefit in current liabilities$(0.4) $(0.1) $(0.5) $(0.4) $(0.2) $(0.6)
Accrued benefit in noncurrent liabilities(407.0) (228.9) (635.9) (453.8) (184.3) (638.1)
Accumulated other comprehensive loss735.1
 51.4
 786.5
 743.1
 43.5
 786.6
Net balance sheet impact$327.7
 $(177.6) $150.1
 $288.9
 $(141.0) $147.9


At December 31, 20172019 and 2016,2018, the benefit obligation of non-qualified pension plans was $5.8 million and $5.5$5.9 million, respectively, and was included in the above pension benefit obligation.  There were no plan assets for these non-qualified pension plans.  Benefit payments for the non-qualified pension plans are expected to be as follows:  2018—2020—$0.8 million; 2021—$0.5 million; 2019—2022—$0.60.4 million; 2020—2023—$0.6 million; 2021—$0.60.4 million; and 2022—2024—$0.30.2 million.  Benefit payments for the qualified plans are projected to be as follows:  2018—$138.7 million; 2019—$139.1 million; 2020—$139.9146.9 million; 2021—$139.3146.4 million; 2022—$146.3 million; 2023—$145.0 million; and 2022—2024—$138.0143.8 million.

 December 31,
 2019 2018
 ($ in millions)
Projected benefit obligation$2,997.8
 $2,667.8
Accumulated benefit obligation2,972.4
 2,641.3
Fair value of plan assets2,199.3
 1,993.0


 Years Ended December 31,

2019 2018 2017
Components of Net Periodic Benefit (Income) Costs($ in millions)
Service cost$11.3
 $11.1
 $9.4
Interest cost94.7
 86.3
 86.6
Expected return on plans’ assets(141.8) (146.5) (149.4)
Amortization of prior service cost
 0.1
 2.2
Recognized actuarial loss27.0
 34.5
 24.8
Net periodic benefit (income) costs$(8.8) $(14.5) $(26.4)
      
Included in Other Comprehensive Loss (Pretax)     
Liability adjustment$177.7
 $100.6
 $26.9
Amortization of prior service costs and actuarial losses(27.0) (34.6) (27.0)

 December 31,
 2017 2016
 ($ in millions)
Projected benefit obligation$2,883.3
 $2,717.2
Accumulated benefit obligation2,851.0
 2,685.7
Fair value of plan assets2,246.9
 2,078.5

 Years Ended December 31,

2017 2016 2015
Components of Net Periodic Benefit (Income) Costs($ in millions)
Service cost$17.1
 $12.3
 $7.8
Interest cost86.6
 87.7
 83.3
Expected return on plans’ assets(157.1) (157.8) (147.4)
Amortization of prior service cost2.2
 
 1.6
Recognized actuarial loss24.8
 20.7
 26.2
Curtailments/settlements
 
 47.2
Net periodic benefit (income) costs$(26.4) $(37.1) $18.7
      
Included in Other Comprehensive Loss (Pretax)     
Liability adjustment$26.9
 $66.1
 $125.4
Amortization of prior service costs and actuarial losses(27.0) (20.7) (62.4)

The $47.2 million curtailments/settlements for 2015 were due to a settlement of $47.1 million of costs incurred as a result of the change in control which created a mandatory acceleration of payments under the domestic non-qualified pension plan as a result of the Acquisition. This charge was included in acquisition-related costs. For the year ended December 31, 2015, we also recorded a curtailment charge of $0.1 million associated with permanently closing a portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014. This charge was included in restructuring charges.

The defined benefit pension plans’ actuarial loss that will be recognized from accumulated other comprehensive loss into net periodic benefit income in 2018 will be approximately $35 million.


The service cost and the amortizationcomponent of prior servicenet periodic benefit (income) cost components of pension expense related to the employees of the operating segments are allocated to the operating segments based on their respective estimated census data.


Pension Plan Assumptions


Certain actuarial assumptions, such as discount rate and long-term rate of return on plan assets, have a significant effect on the amounts reported for net periodic benefit cost and accrued benefit obligation amounts.  We use a measurement date of December 31 for our pension plans.

 U.S. Pension Benefits Foreign Pension Benefits
Weighted-Average Assumptions2019 2018 2017 2019 2018 2017
Discount rate—periodic benefit cost4.2%
(1) 
3.6% 4.1% 2.2% 2.2% 2.3%
Expected return on assets7.75% 7.75% 7.75% 5.2% 5.2% 5.6%
Rate of compensation increase3.0% 3.0% 3.0% 2.9% 2.9% 3.0%
Discount rate—benefit obligation3.2% 4.2% 3.6% 1.4% 2.2% 2.2%

 U.S. Pension Benefits Foreign Pension Benefits
Weighted-Average Assumptions2017 2016 2015 2017 2016 2015
Discount rate—periodic benefit cost4.1%
(1) 
4.4% 3.9% 2.3% 2.7% 2.8%
Expected return on assets7.75% 7.75% 7.75% 5.6% 6.0% 6.0%
Rate of compensation increase3.0% 3.0% 3.0% 3.0% 3.0% 3.0%
Discount rate—benefit obligation3.6% 4.1% 4.4% 2.2% 2.3% 2.7%


(1)The discount rate—periodic benefit cost for our domestic qualified pension plan is comprised of the discount rate used to determine interest costs of 3.4%3.9% and the discount rate used to determine service costs of 4.2%4.3%.


The discount rate is based on a hypothetical yield curve represented by a series of annualized individual zero-coupon bond spot rates for maturities ranging from one-half to thirty years.  The bonds used in the yield curve must have a rating of AA or better per Standard & Poor’s, be non-callable, and have at least $250 million par outstanding.  The yield curve is then applied to the projected benefit payments from the plan.  Based on these bonds and the projected benefit payment streams, the single rate that produces the same yield as the matching bond portfolio is used as the discount rate.


The long-term expected rate of return on plan assets represents an estimate of the long-term rate of returns on the investment portfolio consisting of equities, fixed income and alternative investments.  We use long-term historical actual return information, the allocation mix of investments that comprise plan assets and forecast estimates of long-term investment returns, including inflation rates, by reference to external sources.  The historic rates of return on plan assets have been 7.9%7.3% for the last 5 years, 8.7%8.8% for the last 10 years and 10.9%9.3% for the last 15 years.  The following rates of return by asset class were considered in setting the long-term rate of return assumption:

U.S. equities9% to 13%9% to 13%
Non-U.S. equities10% to 14%6% to 11%
Fixed income/cash5% to 9%5% to 9%
Alternative investments5% to 15%5% to 15%
Absolute return strategies8% to 12%


Plan Assets


Our pension plan asset allocations at December 31, 20172019 and 20162018 by asset class were as follows:

 Percentage of Plan Assets
Asset Class2019 2018
U.S. equities11% 12%
Non-U.S. equities17% 15%
Fixed income/cash38% 32%
Alternative investments34% 24%
Absolute return strategies0% 17%
Total100% 100%

 Percentage of Plan Assets
Asset Class2017 2016
U.S. equities19% 19%
Non-U.S. equities17% 15%
Fixed income/cash24% 35%
Alternative investments21% 20%
Absolute return strategies19% 11%
Total100% 100%



The Alternative Investments asset class includes hedge funds, real estate and private equity investments.  The Alternative Investments class is intended to help diversify risk and increase returns by utilizing a broader group of assets.


Absolute Return Strategies further diversify the plan’s assets through the use of asset allocations that seek to provide a targeted rate of return over inflation.  The investment managers allocate funds within asset classes that they consider to be undervalued in an effort to preserve gains in overvalued asset classes and to find opportunities in undervalued asset classes.


A master trust was established by our pension plan to accumulate funds required to meet benefit payments of our plan and is administered solely in the interest of our plan’s participants and their beneficiaries.  The master trust’s investment

horizon is long term.  Its assets are managed by professional investment managers or invested in professionally managed investment vehicles.


Our pension plan maintains a portfolio of assets designed to achieve an appropriate risk adjusted return.  The portfolio of assets is also structured to manage risk by diversifying assets across asset classes whose return patterns are not highly correlated, investing in passively and actively managed strategies and in value and growth styles, and by periodic rebalancing of asset classes, strategies and investment styles to objectively set targets.


As of December 31, 2017,2019, the following target allocation and ranges have been set for each asset class:

Asset ClassTarget Allocation Target Range
U.S. equities(1)
27% 19-3527-37
Non-U.S. equities(1)
18% 4-342-38
Fixed income/cash(1)
2947% 20-7225-90
Alternative investments68% 0-28
Absolute return strategies20%10-300-35



(1)The target allocation for these asset classes include alternative investments, primarily hedge funds, based on the underlying investments in each hedge fund.


Determining which hierarchical level an asset or liability falls within requires significant judgment.  The following table summarizes our domestic and foreign defined benefit pension plan assets measured at fair value as of December 31, 2017:

2019:
Asset ClassInvestments Measured at NAV Quoted Prices
In Active
Markets for
Identical Assets
(Level 1)
 Significant
Other
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
 TotalInvestments Measured at Net Asset Value Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total
  ($ in millions)
Equity securities         ($ in millions)
U.S. equities$230.7
 $203.7
 $
 $
 $434.4
$117.2
 $132.8
 $
 $
 $250.0
Non-U.S. equities321.9
 55.6
 14.6
 
 392.1
341.2
 32.7
 0.3
 
 374.2
Fixed income/cash                  
Cash
 41.9
 
 
 41.9

 101.5
 
 
 101.5
Government treasuries0.7
 
 151.2
 
 151.9

 
 285.0
 
 285.0
Corporate debt instruments80.9
 
 115.1
 
 196.0
99.1
 
 158.3
 
 257.4
Asset-backed securities104.3
 
 44.0
 
 148.3
166.9
 
 19.2
 
 186.1
Alternative investments                  
Hedge fund of funds430.7
 
 
 
 430.7
698.3
 
 
 
 698.3
Real estate funds21.8
 
 
 
 21.8
16.9
 
 
 
 16.9
Private equity funds11.5
 
 
 
 11.5
29.9
 
 
 
 29.9
Absolute return strategies418.3
 
 
 
 418.3
Total assets$1,620.8
 $301.2
 $324.9
 $
 $2,246.9
$1,469.5
 $267.0
 $462.8
 $
 $2,199.3



The following table summarizes our domestic and foreign defined benefit pension plan assets measured at fair value as of December 31, 2016:

2018:
Asset ClassInvestments Measured at NAV 
Quoted Prices
In Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 TotalInvestments Measured at Net Asset Value Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total
  ($ in millions)
Equity securities         ($ in millions)
U.S. equities$241.4
 $143.2
 $
 $
 $384.6
$111.5
 $136.6
 $
 $
 $248.1
Non-U.S. equities248.6
 38.6
 29.9
 
 317.1
255.8
 44.5
 0.9
 
 301.2
Fixed income/cash

        

        
Cash
 259.6
 
 
 259.6

 55.7
 
 
 55.7
Government treasuries18.2
 
 169.4
 
 187.6
0.7
 
 175.0
 
 175.7
Corporate debt instruments51.8
 0.2
 129.6
 
 181.6
83.7
 
 139.2
 
 222.9
Asset-backed securities61.4
 
 36.4
 
 97.8
153.6
 
 17.6
 
 171.2
Alternative investments

        

        
Hedge fund of funds380.6
 
 
 
 380.6
440.8
 
 
 
 440.8
Real estate funds22.5
 
 
 
 22.5
22.3
 
 
 
 22.3
Private equity funds16.4
 
 
 
 16.4
7.6
 
 
 
 7.6
Absolute return strategies230.7
 
 
 
 230.7
347.5
 
 
 
 347.5
Total assets$1,271.6
 $441.6
 $365.3
 $
 $2,078.5
$1,423.5
 $236.8
 $332.7
 $
 $1,993.0


U.S. equities—This class included actively and passively managed equity investments in common stock and commingled funds comprised primarily of large-capitalization stocks with value, core and growth strategies.


Non-U.S. equities—This class included actively managed equity investments in commingled funds comprised primarily of international large-capitalization stocks from both developed and emerging markets.


Acquisition plan receivable—This class included pension assets which were transferred from DowDuPont’s U.S. qualified defined benefit pension plan trustee to our qualified defined benefit pension plan trustee in the form of cash related to the Acquisition. During 2016, assets of $184.3 million were transferred from DowDuPont’s U.S. qualified defined benefit pension plan trustee to our qualified defined benefit pension plan trustee, resulting in the settlement of the acquisition plan receivable.

Fixed income and cash—This class included commingled funds comprised of debt instruments issued by the U.S. and Canadian Treasuries, U.S. Agencies, corporate debt instruments, asset- and mortgage-backed securities and cash.


Hedge fund of funds—This class included a hedge fund which invests in the following types of hedge funds:


Event driven hedge funds—This class included hedge funds that invest in securities to capture excess returns that are driven by market or specific company events including activist investment philosophies and the arbitrage of equity and private and public debt securities.


Market neutral hedge funds—This class included investments in U.S. and international equities and fixed income securities while maintaining a market neutral position in those markets.


Other hedge funds—This class primarily included long-short equity strategies and a global macro fund which invested in fixed income, equity, currency, commodity and related derivative markets.


Real estate funds—This class included several funds that invest primarily in U.S. commercial real estate.


Private equity funds—This class included several private equity funds that invest primarily in infrastructure and U.S. power generation and transmission assets.


Absolute return strategies—This class included multiple strategies which use asset allocations that seek to provide a targeted rate of return over inflation.  The investment managers allocate funds within asset classes that they consider to be undervalued in an effort to preserve gains in overvalued asset classes and to find opportunities in undervalued asset classes.  


U.S. equities and non-U.S. equities are primarily valued at the net asset value provided by the independent administrator or custodian of the commingled fund.  The net asset value is based on the value of the underlying equities, which are traded on an active market.  U.S. equities are also valued at the closing price reported in an active market on which the individual

securities are traded.  A portion of our fixed income investments are valued at the net asset value provided by the independent administrator or custodian of the fund.  The net asset value is based on the underlying assets, which are valued using inputs such as the closing price reported, if traded on an active market, values derived from comparable securities of issuers with similar credit ratings, or under a discounted cash flow approach that utilizes observable inputs, such as current yields of similar instruments, but includes adjustments for risks that may not be observable such as certain credit and liquidity risks.  Alternative investments are valued at the net asset value as determined by the independent administrator or custodian of the fund.  The net asset value is based on the underlying investments, which are valued using inputs such as quoted market prices of identical instruments, discounted future cash flows, independent appraisals and market-based comparable data.  Absolute return strategies are commingled funds which reflect the fair value of our ownership interest in these funds.  The investments in these commingled funds include some or all of the above asset classes and are primarily valued at net asset values based on the underlying investments, which are valued consistent with the methodologies described above for each asset class.

The following table summarizes the activity for our defined benefit pension plans level 3 assets for the year ended December 31, 2016:

 December 31, 2015 
Realized
Gain/(Loss)
 Unrealized Gain/(Loss) Relating to Assets Held at Period End Purchases, Sales, Settlements, and Other 
Transfers
In/(Out)
 December 31, 2016
 ($ in millions)
Acquisition plan receivable$212.0
 $
 $
 $(212.0) $
 $


NOTE 15. POSTRETIREMENT BENEFITS


We provide certain postretirement healthcare (medical) and life insurance benefits for eligible active and retired domestic employees.  The healthcare plans are contributory with participants’ contributions adjusted annually based on medical rates of inflation and plan experience.  We use a measurement date of December 31 for our postretirement plans.

Effective as of December 31, 2015, we changed the approach used to measure service and interest costs for our other postretirement benefits. For the year ended December 31, 2015, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. Beginning in 2016 for our other postretirement benefits, we elected to measure service and interest costs by applying the specific spot rates along the yield curve to the plans’ estimated cash flows. We believe the new approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our plan obligations. We have accounted for this change as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis.




Other Postretirement Benefits Obligations and Funded Status


Changes in the benefit obligation were as follows:

December 31, 2017 December 31, 2016December 31, 2019 December 31, 2018
($ in millions) ($ in millions)U.S. Foreign Total U.S. Foreign Total
Change in Benefit ObligationU.S. Foreign Total U.S. Foreign Total($ in millions)
Benefit obligation at beginning of year$43.6
 $8.6
 $52.2
 $53.9
 $8.1
 $62.0
$37.5
 $9.5
 $47.0
 $40.6
 $10.2
 $50.8
Service cost0.8
 0.3
 1.1
 0.8
 0.4
 1.2
0.8
 0.3
 1.1
 0.9
 0.4
 1.3
Interest cost1.2
 0.3
 1.5
 1.2
 0.4
 1.6
1.4
 0.3
 1.7
 1.2
 0.3
 1.5
Actuarial (gain) loss(0.6) 1.0
 0.4
 (5.1) 
 (5.1)
Actuarial loss (gain)5.5
 0.7
 6.2
 (2.0) (0.1) (2.1)
Benefits paid(4.4) (0.3) (4.7) (7.2) (0.4) (7.6)(3.4) (0.4) (3.8) (3.2) (0.4) (3.6)
Currency translation adjustments
 0.3
 0.3
 
 0.1
 0.1
Foreign currency translation adjustments
 0.5
 0.5
 
 (0.9) (0.9)
Benefit obligation at end of year$40.6
 $10.2
 $50.8
 $43.6
 $8.6
 $52.2
$41.8
 $10.9
 $52.7
 $37.5
 $9.5
 $47.0


 December 31, 2019 December 31, 2018
 U.S. Foreign Total U.S. Foreign Total
 ($ in millions)
Funded status$(41.8) $(10.9) $(52.7) $(37.5) $(9.5) $(47.0)

 December 31, 2017 December 31, 2016
 ($ in millions) ($ in millions)
 U.S. Foreign Total U.S. Foreign Total
Funded status$(40.6) $(10.2) $(50.8) $(43.6) $(8.6) $(52.2)


Under ASC 715, we recorded a $0.3$4.7 million after-tax benefitcharge ($0.46.2 million pretax) to shareholders’ equity as of December 31, 20172019 for our other postretirement plans.  In 2016,2018, we recorded an after-tax benefit of $3.2$1.6 million ($5.12.1 million pretax) to shareholders’ equity as of December 31, 20162018 for our other postretirement plans.


Amounts recognized in the consolidated balance sheets consisted of:

 December 31, 2019 December 31, 2018
 U.S. Foreign Total U.S. Foreign Total
 ($ in millions)
Accrued benefit in current liabilities$(3.3) $(0.4) $(3.7) $(3.6) $(0.3) $(3.9)
Accrued benefit in noncurrent liabilities(38.5) (10.5) (49.0) (33.9) (9.2) (43.1)
Accumulated other comprehensive loss23.5
 1.7
 25.2
 20.1
 1.0
 21.1
Net balance sheet impact$(18.3) $(9.2) $(27.5) $(17.4) $(8.5) $(25.9)

 December 31, 2017 December 31, 2016
 ($ in millions) ($ in millions)
 U.S. Foreign Total U.S. Foreign Total
Accrued benefit in current liabilities$(4.0) $(0.3) $(4.3) $(4.8) $(0.3) $(5.1)
Accrued benefit in noncurrent liabilities(36.6) (9.9) (46.5) (38.8) (8.3) (47.1)
Accumulated other comprehensive loss24.7
 0.9
 25.6
 24.8
 0.3
 25.1
Net balance sheet impact$(15.9) $(9.3) $(25.2) $(18.8) $(8.3) $(27.1)


 Years Ended December 31,

2019 2018 2017
Components of Net Periodic Benefit Cost($ in millions)
Service cost$1.1
 $1.3
 $1.1
Interest cost1.7
 1.5
 1.5
Amortization of prior service cost
 
 (2.2)
Recognized actuarial loss2.1
 2.4
 2.1
Net periodic benefit cost$4.9
 $5.2
 $2.5
      
Included in Other Comprehensive Loss (Pretax)     
Liability adjustment$6.2
 $(2.1) $0.4
Amortization of prior service costs and actuarial losses(2.1) (2.4) 0.1

 Years Ended December 31,

2017 2016 2015
Components of Net Periodic Benefit Cost($ in millions)
Service cost$1.1
 $1.2
 $1.2
Interest cost1.5
 1.6
 2.3
Amortization of prior service cost(2.2) (2.6) 
Recognized actuarial loss2.1
 2.3
 3.1
Curtailment
 
 0.1
Net periodic benefit cost$2.5
 $2.5
 $6.7
      
Included in Other Comprehensive Loss (Pretax)     
Liability adjustment$0.4
 $(5.1) $(0.1)
Amortization of prior service costs and actuarial losses0.1
 0.3
 (3.2)


For the year ended December 31, 2015, we recorded a curtailment charge of $0.1 million associated with permanently closing a portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014. This charge was included in restructuring charges.

The other postretirement plans’ actuarial loss that will be recognized from accumulated other comprehensive loss into net periodic benefit cost in 2018 will be approximately $2 million.


The service cost and amortizationcomponent of prior service cost components ofnet periodic postretirement benefit expensecost related to the employees of the operating segments are allocated to the operating segments based on their respective estimated census data.


Other Postretirement Benefits Plan Assumptions


Certain actuarial assumptions, such as discount rate, have a significant effect on the amounts reported for net periodic benefit cost and accrued benefit obligation amounts.

 December 31,
Weighted-Average Assumptions2019 2018 2017
Discount rate—periodic benefit cost4.1% 3.5% 3.8%
Discount rate—benefit obligation3.1% 4.1% 3.5%

 December 31,
Weighted-Average Assumptions2017 2016 2015
Discount rate—periodic benefit cost3.8% 4.1% 3.7%
Discount rate—benefit obligation3.5% 3.8% 4.1%


The discount rate is based on a hypothetical yield curve represented by a series of annualized individual zero-coupon bond spot rates for maturities ranging from one-half to thirty years.  The bonds used in the yield curve must have a rating of AA or better per Standard & Poor’s, be non-callable, and have at least $250 million par outstanding.  The yield curve is then applied to the projected benefit payments from the plan.  Based on these bonds and the projected benefit payment streams, the single rate that produces the same yield as the matching bond portfolio is used as the discount rate.


We review external data and our own internal trends for healthcare costs to determine the healthcare cost for the post retirement benefit obligation.  The assumed healthcare cost trend rates for pre-65 retirees were as follows:

 December 31,
 2019 2018
Healthcare cost trend rate assumed for next year7.5% 7.5%
Rate that the cost trend rate gradually declines to4.5% 4.5%
Year that the rate reaches the ultimate rate2031
 2024

 December 31,
 2017 2016
Healthcare cost trend rate assumed for next year8.0% 8.0%
Rate that the cost trend rate gradually declines to4.5% 5.0%
Year that the rate reaches the ultimate rate2024
 2022


For post-65 retirees, we provide a fixed dollar benefit, which is not subject to escalation.

Assumed healthcare cost trend rates have an effect on the amounts reported for the healthcare plans.  A one-percentage-point change in assumed healthcare cost trend rates would have the following effects:

 One-Percentage
Point Increase
 One-Percentage
Point Decrease
 ($ in millions)
Effect on total of service and interest costs$0.5
 $(0.2)
Effect on postretirement benefit obligation1.7
 (1.5)


We expect to make payments of approximately $4 million for each of the next five years under the provisions of our other postretirement benefit plans.



NOTE 16. INCOME TAXES
 Years ended December 31,
 2019 2018 2017
Components of Income (Loss) Before Taxes($ in millions)
Domestic$(1.3) $288.0
 $53.3
Foreign(35.6) 149.3
 63.9
Income (loss) before taxes$(36.9) $437.3
 $117.2
Components of Income Tax (Benefit) Provision     
Current expense (benefit):     
Federal$9.3
 $21.7
 $(4.0)
State3.2
 5.1
 3.0
Foreign7.6
 48.0
 24.1
 20.1
 74.8
 23.1
Deferred (benefit) expense:     
Federal(32.4) 27.0
 (549.6)
State(9.3) (0.8) 14.6
Foreign(4.0) 8.4
 79.6

(45.7) 34.6
 (455.4)
Income tax (benefit) provision$(25.6) $109.4
 $(432.3)

 Years ended December 31,
 2017 2016 2015
Components of Income (Loss) Before Taxes($ in millions)
Domestic$53.3
 $(23.3) $(66.9)
Foreign63.9
 (10.9) 73.6
Income (loss) before taxes$117.2
 $(34.2) $6.7
Components of Income Tax (Benefit) Provision     
Current (benefit) expense:     
Federal$(4.0) $(11.6) $(16.6)
State3.0
 0.9
 1.2
Foreign24.1
 15.7
 14.4
 23.1
 5.0
 (1.0)
Deferred (benefit) expense:     
Federal$(549.6) $(10.1) $8.9
State14.6
 (5.1) (2.4)
Foreign79.6
 (20.1) 2.6

(455.4) (35.3) 9.1
Income tax (benefit) provision$(432.3) $(30.3) $8.1


The following table accounts for the difference between the actual tax provision and the amounts obtained by applying the statutory U.S. federal income tax rate of 35% to the income (loss) before taxes.

 Years ended December 31,
Effective Tax Rate Reconciliation (Percent)2019 2018 2017
Statutory federal tax rate21.0 % 21.0 % 35.0 %
State income taxes, net(5.4) 2.0
 (1.2)
Foreign rate differential19.4
 1.8
 (7.7)
U.S. tax on foreign earnings
 1.1
 (70.8)
Salt depletion29.0
 (2.4) (16.1)
Change in valuation allowance(64.9) 3.8
 76.0
Remeasurement of U.S. state deferred taxes16.1
 (0.6) 10.2
Change in tax contingencies35.4
 (0.7) (7.7)
U.S. Tax Cuts and Jobs Act
 (0.8) (373.5)
Share-based payments0.7
 
 (5.7)
Dividends paid to Contributing Employee Ownership Plan1.1
 (0.1) (0.6)
Return to provision15.0
 (0.1) (0.6)
U.S. federal tax credits6.4
 (0.4) (4.2)
Other, net(4.4) 0.4
 (2.0)
Effective tax rate69.4 % 25.0 % (368.9)%


 Years ended December 31,
Effective Tax Rate Reconciliation (Percent)2017 2016 2015
Statutory federal tax rate35.0 % 35.0 % 35.0 %
State income taxes, net(1.2) 8.0
 (38.2)
Foreign rate differential(7.7) (25.1) (129.8)
U.S. tax on foreign earnings(70.8) 24.4
 128.6
Salt depletion(16.1) 45.4
 (38.8)
Non-deductible transaction costs
 
 133.1
Change in valuation allowance76.0
 (0.7) 27.9
Remeasurement of U.S. state deferred taxes10.2
 9.4
 7.6
Change in tax contingencies(7.7) (9.7) 5.0
U.S. Tax Cuts and Jobs Act(373.5) 
 
Share-based payments(5.7) 
 
Dividends paid to Contributing Employee Ownership Plan(0.6) 2.8
 (11.1)
Return to provision(0.6) 5.3
 (4.2)
U.S. Federal tax credits(4.2) 0.6
 (3.1)
Other, net(2.0) (6.8) 8.9
Effective tax rate(368.9)% 88.6 % 120.9 %
The effective tax rate for 2019 included benefits associated with the finalization of the Internal Revenue Service (IRS) review of years 2013 to 2015 U.S. income tax claims, stock-based compensation, prior year tax positions, foreign tax law changes, a remeasurement of deferred taxes due to a decrease in our state effective tax rates and a change in tax contingencies. The effective tax rate also included expenses associated with a net increase in the valuation allowance primarily related to foreign deferred tax assets and liabilities. These factors resulted in a net $19.4 million tax benefit. After giving consideration to these items, the effective tax rate for 2019 of 16.8% was lower than the 21% U.S. federal statutory rate primarily due to state taxes and a net increase in the valuation allowance related to losses in foreign jurisdictions, partially offset by foreign income taxes and favorable permanent salt depletion deductions.


The effective tax rate for 2017 was favorably impacted by (1)2018 included benefits associated with the U.S. Tax Cuts and Jobs Act (2017 Tax Act), stock-based compensation, changes in tax contingencies, a foreign dividend payment, changes associated with prior year tax positions and the remeasurement of deferred taxes due to a decrease in our state effective tax rates. The effective tax rate also included expenses associated with a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions and the remeasurement of deferred taxes due to changes in our foreign tax rates. These factors resulted in a net $2.9 million tax benefit, of which $3.8 million related to the increase of the 2017 Tax Act (2)benefit. After giving consideration to these items, the effective tax rate for 2018 of 25.7% was higher than the 21% U.S. federal statutory rate primarily due to state and foreign income taxes, foreign income inclusions and a net increase in the valuation allowance related to current year losses in foreign jurisdictions, partially offset by favorable permanent salt depletion deductions.

The effective tax rate for 2017 included benefits associated with the 2017 Tax Act, an agreement with the Internal Revenue Service (IRS)IRS on prior period tax examinations, (3) stock based compensation, (4) U.S. federal tax credits, (5) changes to prior year tax positions and (6) a reduction to the deferred tax liability on unremitted foreign earnings. The effective tax rate was also unfavorably impacted byincluded an expense associated with a net increase in the valuation allowance, primarily related to foreign net operating losses and remeasurement of deferred taxes due to an increase in our state effective tax rates. These factors resulted in a net $452.3 million tax benefit, of which $437.9 million was a provisional benefit from the 2017 Tax Act.


The After giving consideration to these items, the effective tax rate for 20162017 of 17.1% was favorably impacted by provisionlower than the 35% U.S. federal statutory rate, primarily due to return adjustments, primarily related tofavorable permanent salt depletion and non-deductible acquisition costs, and the remeasurement of deferred taxes due to a decrease in our state effective tax rates. The effective tax rate was also unfavorably impacted a change in prior year uncertain tax positions. These factors resulted in a net $3.9 million tax benefit.deductions.

The tax rate for 2015 was unfavorably impacted by non-deductible acquisition costs, which was partially offset by a benefit for salt depletion deductions. The net impact of these factors was a net $6.3 million tax expense.

The 2017 Tax Act was enacted on December 22, 2017 and included a broad range of provisions impacting the taxation of businesses. Included within the provisions, the 2017 Tax Act reduces the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on unremitted earnings of foreign subsidiaries that were previously tax deferred and transitions the U.S. from a worldwide tax system to a modified territorial tax system.

The SEC issued SAB 118, which provides guidance on accounting for the tax effects of the 2017 Tax Act. SAB 118 provides a measurement period of up to one year from the 2017 Tax Act’s enactment date for companies to complete the accounting under ASC 740 “Income Taxes” (ASC 740). In accordance with SAB 118, to the extent that a company's accounting for certain income tax effects of the 2017 Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the 2017 Tax Act.

At December 31, 2017, we have not completed our accounting for the tax effects of the 2017 Tax Act. The impact of the 2017 Tax Act is expected to require further adjustments in 2018 due to anticipated additional guidance from the U.S. Department of the Treasury, changes in our assumptions, completion of 2017 U.S. and foreign tax returns and further information and interpretations that become available. However, we have made and recorded reasonable estimates of significant items including: (1) the effects on our existing deferred tax balances, (2) the remeasurement of deferred taxes on foreign unremitted earnings and (3) the one-time transition tax. We will make adjustments to these provisional estimates as new information becomes available during the one year measurement period. Our analyses of the 2017 Tax Act will continue throughout 2018 and will be completed when we file all U.S. and foreign tax returns.

In connection with our initial analysis of the 2017 Tax Act, we recognized a provisional deferred tax benefit of $437.9 million. The impact of the 2017 Tax Act includes: (1) a provisional $315.8 million deferred tax benefit to reflect the reduction of the U.S. corporate tax rate from 35% to 21% and (2) a provisional $122.1 million deferred tax benefit to reflect an estimated reduction of $162.6 million in our deferred tax liability on unremitted foreign earnings partially offset by an estimate of the one-time transition tax of $40.5 million. We expect to utilize existing U.S. federal net operating loss carryforwards and foreign tax credits to fully offset the cash tax impact of the one-time transition tax liability.

A provision of the 2017 Tax Act establishes a minimum tax on certain foreign earnings (i.e. global intangible low-taxed income or GILTI). We have not yet completed our analysis of the GILTI tax rules and are still evaluating whether to make a policy election to treat the GILTI tax as a period expense or to provide U.S. deferred taxes on certain foreign differences between the financial statement and tax basis of foreign assets and liabilities. At December 31, 2017, we did not record a deferred tax liability for these differences. We will continue to analyze the impact of GILTI as more guidance is issued and a decision will be made during 2018 on whether to treat the GILTI as a period cost or a deferred tax item.




 December 31,
Components of Deferred Tax Assets and Liabilities2019 2018
Deferred tax assets:($ in millions)
Pension and postretirement benefits$190.6
 $156.8
Environmental reserves34.5
 31.9
Asset retirement obligations13.2
 15.5
Accrued liabilities38.6
 37.0
Right of use lease liabilities90.0
 
Tax credits25.1
 19.5
Net operating losses70.0
 50.2
Capital loss carryforward0.9
 2.0
Interest deduction limitation41.8
 9.3
Other miscellaneous items20.2
 14.6
Total deferred tax assets524.9
 336.8
Valuation allowance(182.1) (147.4)
Net deferred tax assets342.8
 189.4
Deferred tax liabilities:   
Property, plant and equipment525.0
 541.8
Right of use lease assets88.8
 
Intangible amortization54.6
 61.6
Inventory and prepaids20.6
 8.3
Partnerships67.3
 65.2
Taxes on unremitted earnings5.7
 5.1
Total deferred tax liabilities762.0
 682.0
Net deferred tax liability$(419.2) $(492.6)

 December 31,
Components of Deferred Tax Assets and Liabilities2017 2016
 ($ in millions)
Deferred tax assets: 
Pension and postretirement benefits$147.3
 $226.1
Environmental reserves33.2
 54.5
Asset retirement obligations14.0
 22.0
Accrued liabilities37.6
 53.0
Tax credits37.1
 13.2
Net operating losses53.3
 105.3
Capital loss carryforward2.1
 2.8
Other miscellaneous items11.2
 
Total deferred tax assets335.8
 476.9
Valuation allowance(121.4) (29.0)
Net deferred tax assets214.4
 447.9
Deferred tax liabilities:   
Property, plant and equipment550.3
 875.5
Intangible amortization67.3
 137.3
Inventory and prepaids1.0
 13.6
Partnerships67.5
 106.3
Taxes on unremitted earnings3.1
 223.6
Other miscellaneous items
 4.6
Total deferred tax liabilities689.2
 1,360.9
Net deferred tax liability$(474.8) $(913.0)


Realization of the net deferred tax assets, irrespective of indefinite-lived deferred tax liabilities, is dependent on future reversals of existing taxable temporary differences and adequate future taxable income, exclusive of reversing temporary differences and carryforwards.  Although realization is not assured, we believe that it is more likely than not that the net deferred tax assets will be realized.


At December 31, 2017, we had a U.S. net operating loss carryforward (NOL) of approximately $1.0 million (representing $0.2 million of deferred tax assets) that will expire after 2019, if not utilized.  The utilization is limited to $0.5 million in 2018 and 2019 under Section 382 of the U.S. Internal Revenue Code.  

At December 31, 2017, we had deferred state tax benefits of $19.9$12.5 million relating to state NOLs, which are available to offset future state taxable income through 2037.2038.


At December 31, 2017,2019, we had deferred state tax benefits of $15.9$20.3 million relating to state tax credits, which are available to offset future state tax liabilities through 2032.2034.


At December 31, 2017,2019, we had a capital loss carryforward of $8.7$3.6 million (representing $1.8$0.9 million of deferred tax assets) which areis available to offset future consolidated capital gains that will expire in years 20182020 through 2022,2023, if not utilized.  


At December 31, 2017,2019, we had foreign tax credits of $18.6$5.4 million, which are available to offset certain federal tax liabilities through 2027 and U.S. federal credits of $7.4 million, which expire between 2034 and 2037.2029.


At December 31, 2017,2019, we had NOLs of approximately $210.4$317.0 million (representing $33.1$57.5 million of deferred tax assets) in various foreign jurisdictions. Of these, $17.4$58.1 million (representing $3.8$14.1 million of deferred tax assets) expire in various years from 2020 to 2027.2039. The remaining $193.0$258.9 million (representing $29.3$43.4 million of deferred tax assets) do not expire.


As of December 31, 2017,2019, we had recorded a valuation allowance of $121.4$182.1 million, compared to $29.0$147.4 million as of December 31, 2016.2018. The increase of $92.4$34.7 million is primarily due to the recent history of cumulative losses within foreign jurisdictions and projections of future taxable income insufficient to overcome the loss history. We continue to have net

deferred tax assets in several jurisdictions which we expect to realize, assuming based on certain estimates and assumptions, sufficient taxable income can be generated to utilize these deferred tax benefits.benefits, which is based on certain estimates and assumptions. If these estimates and related assumptions change in the future, we may be required to reduce the value of the deferred tax assets resulting in additional tax expense.


The activity of our deferred income tax valuation allowance was as follows:

 December 31,
 2019 2018
 ($ in millions)
Beginning balance$147.4
 $121.4
Increases to valuation allowances38.1
 31.9
Decreases to valuation allowances(0.7) (0.9)
Foreign currency translation adjustments(2.7) (5.0)
Ending balance$182.1
 $147.4

 December 31,
 2017 2016
 ($ in millions)
Beginning balance$29.0
 $29.3
Increases to valuation allowances94.5
 8.4
Acquisition activity
 (4.3)
U.S. Tax Cuts and Jobs Act2.2
 
Decreases to valuation allowances(5.0) (4.4)
Currency translation adjustment0.7
 
Ending balance$121.4
 $29.0


As of December 31, 2017,2019, we had $36.3$22.8 million of gross unrecognized tax benefits, which would have a net $35.5$22.4 million impact on the effective tax rate, if recognized.  As of December 31, 2016,2018, we had $38.4$33.8 million of gross unrecognized tax benefits, which would have a net $36.7$33.0 million impact on the effective tax rate, if recognized.  The change for 20172019 primarily relates to additional gross unrecognized benefits for current and prior year tax positions, as well as decreases for prior year tax positions.  The change for 20162018 primarily relates to additional gross unrecognized benefits for current and prior year tax positions, as well as the settlement of ongoing audits.decreases for prior year tax positions.  The amounts of unrecognized tax benefits were as follows:

 December 31,
 2019 2018
 ($ in millions)
Beginning balance$33.8
 $36.3
Increase for current year tax positions2.0
 2.1
Increase for prior year tax positions1.5
 0.3
Decrease for prior year tax positions(14.3) (4.9)
Decrease due to tax settlements(0.2) 
Ending balance$22.8
 $33.8

 December 31,
 2017 2016
 ($ in millions)
Beginning balance$38.4
 $35.1
Increase for current year tax positions2.9
 1.7
Increase for prior year tax positions5.4
 5.8
Reductions due to statute of limitations(0.1) (0.3)
Decrease for prior year tax positions(9.2) (1.8)
Decrease due to tax settlements(1.1) (2.1)
Ending balance$36.3
 $38.4


In May 2017, we reached an agreement in principle withJuly 2019, the IRS regarding their examinationreview of ourcertain U.S. income tax returnsclaims by the IRS for 2008 and 2010the years 2013 to 2012. The settlement2015 was finalized which resulted in a reduction of$14.3 million income tax expense of $9.5 millionbenefit primarily related primarily to favorable adjustments in uncertain tax positions for prior tax years.


We recognize interest and penalty expense related to unrecognized tax positions as a component of the income tax provision.  As of December 31, 20172019 and 2016,2018, interest and penalties accrued were $1.2$0.1 million and $3.0$1.6 million, respectively.  For 2017, 20162019, 2018 and 2015,2017, we recorded (benefit) expense related to interest and penalties of $(1.8)$(1.5) million, $(0.4)$0.4 million and $0.2$(1.8) million, respectively.


As of December 31, 2017,2019, we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $5.7$3.8 million over the next twelve months.  The anticipated reduction primarily relates to settlements with tax authorities and the expiration of federal, state and foreign statutes of limitation.



We operate globally and file income tax returns in numerous jurisdictions.  Our tax returns are subject to examination by various federal, state and local tax authorities.  None of ourOur 2016 U.S. federal income tax returns arereturn is currently under examination by the IRS. In connection with the Acquisition, DowDuPontOctober 5, 2015 acquisition of Dow’s U.S. Chlor Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses, the prior owner of the businesses retained liabilities relating to taxes to the extent arising prior to the Closing Date.October 5, 2015. We believe we have adequately provided for all tax positions; however, amounts asserted by taxing authorities could be greater than our accrued position. For our primary tax jurisdictions, the tax years that remain subject to examination are as follows:
 Tax Years
U.S. federal income tax20132016 - 20162018
U.S. state income tax2006 - 20162018
Canadian federal income tax2012 - 20162018
Brazil2014 - 20162018
Germany2015 - 20162018
China2014 - 20162018
The Netherlands2014 - 20162018



NOTE 17. ACCRUED LIABILITIES


Included in accrued liabilities were the following:
 December 31,
 2019 2018
 ($ in millions)
Accrued compensation and payroll taxes$56.3
 $86.8
Tax-related accruals37.4
 36.3
Accrued interest68.2
 48.9
Legal and professional costs52.4
 54.4
Accrued employee benefits24.0
 25.3
Environmental (current portion only)17.0
 17.0
Asset retirement obligation (current portion only)10.3
 10.6
Restructuring reserves (current portion only)2.1
 7.3
Derivative contracts19.0
 3.5
Other42.4
 43.2
Accrued liabilities$329.1
 $333.3

 December 31,
 2017 2016
 ($ in millions)
Accrued compensation and payroll taxes$82.5
 $77.8
Tax-related accruals34.4
 40.9
Accrued interest37.4
 30.7
Legal and professional costs31.8
 21.2
Accrued employee benefits21.7
 21.2
Environmental (current portion only)20.0
 17.0
Asset retirement obligation (current portion only)10.5
 12.6
Other36.1
 42.4
Accrued liabilities$274.4
 $263.8


NOTE 18. CONTRIBUTING EMPLOYEE OWNERSHIP PLAN


The Contributing Employee Ownership Plan (CEOP) is a defined contribution plan available to essentially all domestic employees.  We provide a contribution to an individual retirement contribution account maintained with the CEOP equal to an amount of between 5%5.0% and 10%7.5% of the employee’s eligible compensation.  The defined contribution plan expense was $29.9 million, $28.6 million and $29.0 million $28.2 millionfor 2019, 2018 and $18.1 million for 2017, 2016 and 2015, respectively. The increase in defined contribution plan expense in 2016 compared to 2015 was due to the additional employees added in conjunction with the Acquired Business.


Company matching contributions are invested in the same investment allocation as the employee’s contribution.  Our matching contributions for eligible employees amounted to $15.8 million, $14.9 million and $11.5 million $11.2 millionin 2019, 2018 and $6.9 million in 2017, 2016respectively. Effective January 1, 2020, we suspended the match on all salaried and 2015, respectively.non-bargaining hourly employees’

contributions, and moved to a discretionary contribution model with contributions contingent upon company-wide financial performance.

Employees generally become vested in the value of the contributions we make to the CEOP according to a schedule based on service.  After two2 years of service, participants are 25% vested.  They vest in increments of 25% for each additional year and after five5 years of service, they are 100% vested in the value of the contributions that we have made to their accounts.


Employees may transfer any or all of the value of the investments, including Olin common stock, to any one or combination of investments available in the CEOP.  Employees may transfer balances daily and may elect to transfer any percentage of the balance in the fund from which the transfer is made.  However, when transferring out of a fund, employees are prohibited from trading out of the fund to which the transfer was made for seven calendar days.  This limitation does not apply to trades into the money market fund or the Olin Common Stock Fund.


NOTE 19. STOCK-BASED COMPENSATION


Stock-based compensation expense was allocated to the operating segments for the portion related to employees whose compensation would be included in cost of goods sold with the remainder recognized in corporate/other.  There were no significant capitalized stock-based compensation costs.  Stock-based compensation granted includes stock options, performance stock awards, restricted stock awards and deferred directors’ compensation.  Stock-based compensation expense was as follows:

 Years ended December 31,
 2019 2018 2017
 ($ in millions)
Stock-based compensation$9.4
 $19.3
 $19.1
Mark-to-market adjustments(1.8) (10.7) 4.5
Total expense$7.6
 $8.6
 $23.6

 Years ended December 31,
 2017 2016 2015
 ($ in millions)
Stock-based compensation$18.7
 $11.2
 $11.5
Mark-to-market adjustments4.5
 3.0
 (3.0)
Total expense$23.2
 $14.2
 $8.5



Stock Plans


Under the stock option and long-term incentive plans, options may be granted to purchase shares of our common stock at an exercise price not less than fair market value at the date of grant, and are exercisable for a period not exceeding ten years from that date.  Stock options, restricted stock and performance shares typically vest over three years.  We issue shares to settle stock options, restricted stock and share-based performance awards.  In 2017, 20162019, 2018 and 20152017, long-term incentive awards included stock options, performance share awards and restricted stock.  The stock option exercise price was set at the fair market value of common stock on the date of the grant, and the options have a ten-year term.


Stock option transactions were as follows:
       Exercisable
 Shares Option Price Weighted-Average Option Price Options Weighted-Average Exercise Price
Outstanding at January 1, 20195,864,216
 $13.14-32.94 $24.40
 3,571,732
 $22.27
Granted1,578,200
 26.26-26.26 26.26
    
Exercised(135,731) 13.14-15.68 14.10
    
Canceled(96,134) 13.14-32.94 28.19
    
Outstanding at December 31, 20197,210,551
 $13.14-32.94 $24.95
 4,648,574
 $23.07

       Exercisable
 Shares Option Price Weighted-Average
Option Price
 Options Weighted-Average
Exercise Price
Outstanding at January 1, 20175,734,740
 $13.14-27.65 $19.25
 3,407,300
 $20.56
Granted1,621,000
 29.75-31.90 29.82
    
Exercised(1,791,865) 13.14-27.40 18.09
    
Canceled(221,349) 13.14-29.75 22.14
    
Outstanding at December 31, 20175,342,526
 $13.14-31.90 $22.72
 2,603,962
 $21.78


At December 31, 2017,2019, the average exercise period for all outstanding and exercisable options was 8677 months and 6763 months, respectively.  At December 31, 2017,2019, the aggregate intrinsic value (the difference between the exercise price and market value) for outstanding options was $68.9$5.0 million and exercisable options was $36.0$5.0 million.  The total intrinsic value of options exercised during the years ended December 31, 2019, 2018 and 2017 2016was $1.3 million, $2.9 million and 2015 was $26.5 million, $2.1 million and $1.3 million, respectively.


The total unrecognized compensation cost related to unvested stock options at December 31, 20172019 was $9.4$9.9 million and was expected to be recognized over a weighted-average period of 1.21.3 years.


The following table provides certain information with respect to stock options exercisable at December 31, 2017:

2019:
Range of
Exercise Prices
 Options Exercisable Weighted-Average Exercise Price Options Outstanding Weighted-Average Exercise Price
Under $20.00 1,440,150
 $13.87
 1,440,150
 $13.87
$20.00 - $26.00 1,288,236
 23.77
 1,288,236
 23.77
Over $26.00 1,920,188
 29.49
 4,482,165
 28.85
  4,648,574
   7,210,551
  

Range of
Exercise Prices
 Options
Exercisable
 Weighted-Average
Exercise Price
 Options
Outstanding
 Weighted-Average
Exercise Price
Under $20.00 788,749
 $15.05
 1,782,327
 $13.98
$20.00 - $25.00 855,668
 22.69
 855,668
 22.69
Over $25.00 959,545
 26.50
 2,704,531
 28.49
  2,603,962
   5,342,526
  



At December 31, 2017,2019, common shares reserved for issuance and available for grant or purchase under the following plans consisted of:

Number of SharesNumber of Shares
Stock Option PlansReserved for Issuance 
Available for
Grant or Purchase
(1)
Reserved for Issuance 
Available for Grant or Purchase(1)
2000 long term incentive plan151,157
 82,194
42,130
 
2003 long term incentive plan290,389
 61,205
187,184
 
2006 long term incentive plan375,550
 63,949
164,138
 
2009 long term incentive plan2,110,063
 143,310
1,701,404
 
2014 long term incentive plan2,844,441
 517,991
1,821,795
 
2016 long term incentive plan6,000,000
 4,513,000
2,285,000
 
2018 long term incentive plan9,583,249
 7,646,099
Total under stock option plans11,771,600
 5,381,649
15,784,900
 7,646,099


 Number of Shares
Stock Purchase PlansReserved for Issuance Available for Grant or Purchase
1997 stock plan for non-employee directors483,860
 302,796

 Number of Shares
Stock Purchase PlansReserved for Issuance Available for
Grant or Purchase
1997 stock plan for non-employee directors544,027
 416,766
Employee deferral plan45,627
 45,623
Total under stock purchase plans589,654
 462,389


(1)All available to be issued as stock options, but includes a sub-limit for all types of stock awards of 2,856,9331,589,950 shares.


Under the stock purchase plans, our non-employee directors may defer certain elements of their compensation into shares of our common stock based on fair market value of the shares at the time of deferral.  Non-employee directors annually receive stock grants as a portion of their director compensation.  Of the shares reserved under the stock purchase plans at December 31, 2017, 127,2612019, 181,064 shares were committed.



Performance share awards are denominated in shares of our stock and are paid half in cash and half in stock.  Payouts for performance share awards granted prior to December 31, 2016 are based on Olin’s average annual return on capital over a three-year performance cycle in relation to the average annual return on capital over the same period among a portfolio of public companies which are selected in concert with outside compensation consultants.  Payouts for performance share awards granted during 2017 are based on two criteria: (1) 50% of the award is based on Olin’s total shareholder returns over the applicable three-year3-year performance cycle in relation to the total shareholder return over the same period among a portfolio of public companies which are selected in concert with outside compensation consultants and (2) 50% of the award is based on Olin’s net income over the applicable three-year3-year performance cycle in relation to the net income goal for such period as set by the compensation committee of Olin’s board of directors. The expense associated with performance shares is recorded based on our estimate of our performance relative to the respective target.  If an employee leaves the company before the end of the performance cycle, the performance shares may be prorated based on the number of months of the performance cycle worked and are settled in cash instead of half in cash and half in stock when the three-year performance cycle is completed. Performance share transactions were as follows:

 To Settle in Cash To Settle in Shares
 Shares Weighted-Average Fair Value per Share Shares Weighted-Average Fair Value per Share
Outstanding at January 1, 2019670,303
 $19.89
 490,700
 $21.58
Granted149,950
 26.26
 149,950
 26.26
Paid/Issued(193,408) 19.89
 (128,275) 13.14
Converted from shares to cash2,296
 29.94
 (2,296) 29.94
Canceled(311,431) 19.13
 (206,004) 19.15
Outstanding at December 31, 2019317,710
 $17.18
 304,075
 $28.91
Total vested at December 31, 2019192,143
 $17.18
 177,558
 $29.77

 To Settle in Cash To Settle in Shares
 Shares Weighted-Average
Fair Value per Share
 Shares Weighted-Average
Fair Value per Share
Outstanding at January 1, 2017542,828
 $25.84
 536,575
 $16.18
Granted154,550
 30.05
 154,550
 30.02
Paid/Issued(41,514) 25.84
 (40,500) 25.57
Converted from shares to cash82,625
 17.47
 (82,625) 17.47
Canceled(87,800) 26.02
 (87,800) 15.16
Outstanding at December 31, 2017650,689
 $35.62
 480,200
 $19.81
Total vested at December 31, 2017448,672
 $35.62
 278,183
 $18.21


The summary of the status of our unvested performance shares to be settled in cash were as follows:

 Shares Weighted-Average Fair Value per Share
Unvested at January 1, 2019105,617
 $19.89
Granted149,950
 26.26
Vested(127,776) 17.18
Canceled(2,224) 24.35
Unvested at December 31, 2019125,567
 $17.18

 Shares Weighted-Average
Fair Value per Share
Unvested at January 1, 2017301,529
 $25.84
Granted154,550
 30.05
Vested(166,262) 35.62
Canceled(87,800) 26.02
Unvested at December 31, 2017202,017
 $35.62


At December 31, 2017,2019, the liability recorded for performance shares to be settled in cash totaled $16.0$3.3 million.  The total unrecognized compensation cost related to unvested performance shares at December 31, 20172019 was $11.6$5.6 million and was expected to be recognized over a weighted-average period of 1.2 years.


NOTE 20. SHAREHOLDERS’ EQUITY


On April 24, 2014,26, 2018, our board of directors authorized a share repurchase program for up to 8 millionthe purchase of shares of common stock at an aggregate price of up to $500.0 million.  This program will terminate upon the purchase of $500.0 million of our common stock.

On August 5, 2019, we entered into an accelerated share repurchase (ASR) agreement with Goldman Sachs & Co. LLC, a third-party financial institution, to repurchase $100.0 million of Olin’s common stock. This authorization was granted under the April 26, 2018 share repurchase program and reduced the remaining authorized repurchase amount under that terminated on April 24, 2017.  program by $100.0 million. In connection with this agreement, we repurchased a total of 5.7 million shares under this ASR agreement.

For the years ended December 31, 2017, 20162019 and 2015, no2018, 8.0 million and 2.1 million shares, respectively, were repurchased and retired at a cost of $145.9 million and $50.0 million, respectively. As of December 31, 2019, a cumulative total of 10.1 million shares were purchasedrepurchased and retired. We repurchasedretired at a totalcost of 1.9$195.9 million shares under the April 2014 program, and the 6.1$304.1 million shares thatof common stock remained authorized to be purchased have expired. Related to the Acquisition, for a period of two years subsequent to the Closing Date, we were subject to certain restrictions on our ability to conduct share repurchases.repurchased.


During 2017, 20162019, 2018 and 2015,2017, we issued 1.70.1 million, 0.30.2 million and 0.11.7 million shares, respectively, with a total value of $32.4$1.7 million, $4.1$3.4 million and $3.1$32.4 million, respectively, representing stock options exercised.  


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.


In February 2018, the FASB issued ASU 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (ASU 2018-02) which amends ASC 220 “Income Statement—Reporting Comprehensive Income.”  This update allows a reclassification from accumulated other comprehensive loss to retained earnings for the stranded tax effects resulting from the 2017 Tax Act during each fiscal year or quarter in which the effect of the lower tax rate is recorded.  We adopted this update in March 2018 and reclassified $85.9 million related to the deferred gain resulting from the 2017 Tax Act from accumulated other comprehensive loss to retained earnings.

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

 Foreign Currency Translation Adjustment (net of taxes) Unrealized (Losses) Gains on Derivative Contracts (net of taxes) Pension and Other Postretirement Benefits (net of taxes) Accumulated Other Comprehensive Loss
 ($ in millions)
Balance at January 1, 2017$(24.1) $12.8
 $(498.7) $(510.0)
Unrealized gains (losses)55.6
 1.9
 (27.3) 30.2
Reclassification adjustments of (gains) losses into income
 (4.6) 26.9
 22.3
Tax (provision) benefit(23.9) 1.0
 (4.2) (27.1)
Net change31.7
 (1.7) (4.6) 25.4
Balance at December 31, 20177.6
 11.1
 (503.3) (484.6)
Unrealized losses(22.2) (1.1) (98.5) (121.8)
Reclassification adjustments of (gains) losses into income
 (14.3) 37.0
 22.7
Tax benefit (provision)
 3.7
 14.9
 18.6
Net change(22.2) (11.7) (46.6) (80.5)
Income tax reclassification adjustment15.3
 2.4
 (103.6) (85.9)
Balance at December 31, 20180.7
 1.8
 (653.5) (651.0)
Unrealized losses(9.1) (23.0) (183.9) (216.0)
Reclassification adjustments of (gains) losses into income
 2.8
 29.1
 31.9
Tax benefit (provision)
 4.8
 26.9
 31.7
Net change(9.1) (15.4) (127.9) (152.4)
Balance at December 31, 2019$(8.4) $(13.6) $(781.4) $(803.4)

 Foreign
Currency
Translation
Adjustment
(net of taxes)
 Unrealized
Gains (Losses)
on Derivative
Contracts
(net of taxes)
 Pension and
Postretirement
Benefits
(net of taxes)
 Accumulated
Other
Comprehensive
Loss
 ($ in millions)
Balance at January 1, 2015$(2.3) $(4.2) $(436.6) $(443.1)
Unrealized losses(15.7) (13.9) (125.3) (154.9)
Reclassification adjustments into income
 9.7
 65.6
 75.3
Tax benefit5.9
 1.5
 22.8
 30.2
Net change(9.8) (2.7) (36.9) (49.4)
Balance at December 31, 2015(12.1) (6.9) (473.5) (492.5)
Unrealized (losses) gains(22.4) 26.3
 (61.0) (57.1)
Reclassification adjustments into income
 5.8
 20.4
 26.2
Tax benefit (provision)10.4
 (12.4) 15.4
 13.4
Net change(12.0) 19.7
 (25.2) (17.5)
Balance at December 31, 2016(24.1) 12.8
 (498.7) (510.0)
Unrealized gains (losses)55.6
 1.9
 (27.3) 30.2
Reclassification adjustments into income
 (4.6) 26.9
 22.3
Tax (provision) benefit(23.9) 1.0
 (4.2) (27.1)
Net change31.7
 (1.7) (4.6) 25.4
Balance at December 31, 2017$7.6
 $11.1
 $(503.3) $(484.6)


Net income (loss), interest expense and cost of goods sold included reclassification adjustments for realized gains and losses on derivative contracts from accumulated other comprehensive loss.


Net income (loss), cost of goods sold and selling and administration expensesnon-operating pension income included the amortization of prior service costs and actuarial losses from accumulated other comprehensive loss. This amortization is recognized equally in cost of goods sold and selling and administration expenses.


NOTE 21. SEGMENT INFORMATION


We define segment results as income (loss) before interest expense, interest income, other operating income (expense), non-operating pension income, other income (expense) and income taxes, and includeincludes the operating results of non-consolidated affiliates.  Consistent with the guidance in ASC 280 “Segment Reporting,” we have determined it is appropriate to include the operating results of non-consolidated affiliates in the relevant segment financial results. We have three operating segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. The three operating segments reflect the organization used by our management for purposes of allocating resources and assessing performance. Chlorine used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment. Sales and profits are recognized in the Chlor Alkali Products and Vinyls segment for all caustic soda generated and sold by Olin.



Years ended December 31,Years ended December 31,
2017 2016 20152019 2018 2017
Sales:($ in millions)($ in millions)
Chlor Alkali Products and Vinyls$3,500.8
 $2,999.3
 $1,713.4
$3,420.1
 $3,986.7
 $3,500.8
Epoxy2,086.4
 1,822.0
 429.6
2,024.4
 2,303.1
 2,086.4
Winchester681.2
 729.3
 711.4
665.5
 656.3
 681.2
Total sales$6,268.4
 $5,550.6
 $2,854.4
$6,110.0
 $6,946.1
 $6,268.4
Income (loss) before taxes:          
Chlor Alkali Products and Vinyls$405.8
 $224.9
 $115.5
$336.7
 $637.1
 $405.8
Epoxy(11.8) 15.4
 (7.5)53.9
 52.8
 (11.8)
Winchester72.4
 120.9
 115.6
40.1
 38.4
 72.4
Corporate/Other(86.5) (55.8) (40.6)
Corporate/Other:

 

 

Environmental (expense) income(20.5) 103.7
 (8.5)
Other corporate and unallocated costs(156.3) (158.3) (112.4)
Restructuring charges(37.6) (112.9) (2.7)(76.5) (21.9) (37.6)
Acquisition-related costs(12.8) (48.8) (123.4)
 (1.0) (12.8)
Other operating income3.3
 10.6
 45.7
0.4
 6.4
 3.3
Interest expense(217.4) (191.9) (97.0)(243.2) (243.2) (217.4)
Interest income1.8
 3.4
 1.1
1.0
 1.6
 1.8
Non-operating pension income16.3
 21.7
 34.4
Other income11.2
 
 
Income (loss) before taxes$117.2
 $(34.2) $6.7
$(36.9) $437.3
 $117.2
Earnings of non-consolidated affiliates:     
Earnings (losses) of non-consolidated affiliates:     
Chlor Alkali Products and Vinyls$1.8
 $1.7
 $1.7
$
 $(19.7) $1.8
Depreciation and amortization expense:          
Chlor Alkali Products and Vinyls$432.2
 $418.1
 $186.1
$470.4
 $473.1
 $432.2
Epoxy94.3
 90.0
 20.9
100.1
 102.4
 94.3
Winchester19.5
 18.5
 17.4
20.1
 20.0
 19.5
Corporate/Other12.9
 6.9
 4.5
6.8
 5.9
 12.9
Total depreciation and amortization expense$558.9
 $533.5
 $228.9
$597.4
 $601.4
 $558.9
Capital spending:          
Chlor Alkali Products and Vinyls$209.5
 $195.1
 $94.5
$240.3
 $259.9
 $209.5
Epoxy37.9
 45.4
 7.7
30.0
 36.3
 37.9
Winchester22.5
 19.5
 25.6
12.1
 14.7
 22.5
Corporate/Other24.4
 18.0
 3.1
103.2
 74.3
 24.4
Total capital spending$294.3
 $278.0
 $130.9
$385.6
 $385.2
 $294.3

 December 31,
 2017 2016
Assets:($ in millions)
Chlor Alkali Products and Vinyls$7,008.0
 $6,521.4
Epoxy1,597.1
 1,514.3
Winchester425.2
 424.0
Corporate/Other188.0
 302.9
Total assets$9,218.3
 $8,762.6
    
Investments—affiliated companies (at equity):   
Chlor Alkali Products and Vinyls$28.5
 $26.7



Segment assets include only those assets which are directly identifiable to an operating segment.  Assets of the corporate/other segment include primarily such items as cash and cash equivalents, deferred taxes and other assets.

 December 31,
 2019 2018
Assets:($ in millions)
Chlor Alkali Products and Vinyls$6,898.7
 $6,837.2
Epoxy1,469.1
 1,521.9
Winchester385.0
 399.9
Corporate/Other435.0
 238.4
Total assets$9,187.8
 $8,997.4
    
Investments—affiliated companies (at equity):   
Chlor Alkali Products and Vinyls$
 $8.8


 Years ended December 31,
Geographic Data2017 2016 2015
Sales:($ in millions)
United States$3,560.4
 $3,356.8
 $2,208.5
Foreign2,708.0
 2,193.8
 645.9
Total sales$6,268.4
 $5,550.6
 $2,854.4

 December 31,
 2017 2016
Long-lived assets:($ in millions)
United States$3,211.9
 $3,352.2
Foreign363.9
 352.7
Total long-lived assets$3,575.8
 $3,704.9

Sales are attributed to geographic areas based on customer location and long-livedLong-lived assets are attributed to geographic areas based on asset location and sales are attributed to geographic areas based on customer location.
 December 31,
 2019 2018
Long-lived assets:($ in millions)
United States$3,017.4
 $3,147.6
Foreign306.4
 334.5
Total long-lived assets$3,323.8
 $3,482.1


 Years ended December 31,
 2019 2018 2017
Sales by geography:($ in millions)
     Chlor Alkali Products and Vinyls     
United States$2,332.1
 $2,610.7
 $2,294.4
Europe134.5
 181.8
 130.1
Other foreign953.5
 1,194.2
 1,076.3
               Total Chlor Alkali Products and Vinyls3,420.1
 3,986.7
 3,500.8
     Epoxy     
United States664.0
 742.7
 646.5
Europe844.2
 991.1
 940.8
Other foreign516.2
 569.3
 499.1
               Total Epoxy2,024.4
 2,303.1
 2,086.4
     Winchester     
United States603.4
 591.0
 615.2
Europe11.7
 11.0
 11.6
Other foreign50.4
 54.3
 54.4
               Total Winchester665.5
 656.3
 681.2
     Total     
United States3,599.5
 3,944.4
 3,556.1
Europe990.4
 1,183.9
 1,082.5
Other foreign1,520.1
 1,817.8
 1,629.8
               Total sales$6,110.0
 $6,946.1
 $6,268.4


 Years ended December 31,
 2019 2018 2017
Sales by product line:($ in millions)
     Chlor Alkali Products and Vinyls     
          Caustic soda$1,737.4
 $2,198.6
 $1,904.3
          Chlorine, chlorine derivatives and other co-products1,682.7
 1,788.1
 1,596.5
               Total Chlor Alkali Products and Vinyls3,420.1
 3,986.7
 3,500.8
     Epoxy     
          Aromatics and allylics945.3
 1,145.7
 1,051.1
          Epoxy resins1,079.1
 1,157.4
 1,035.3
               Total Epoxy2,024.4
 2,303.1
 2,086.4
     Winchester     
          Commercial441.3
 427.6
 471.0
          Military and law enforcement224.2
 228.7
 210.2
               Total Winchester665.5
 656.3
 681.2
          Total sales$6,110.0
 $6,946.1
 $6,268.4


NOTE 22. ENVIRONMENTAL


As is common in our industry, we are subject to environmental laws and regulations related to the use, storage, handling, generation, transportation, emission, discharge, disposal and remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which we do business.


The establishment and implementation of national, state or provincial and local standards to regulate air, water and land quality affect substantially all of our manufacturing locations around the world. Laws providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances, and remediation of contaminated sites, have imposed additional regulatory requirements on industry, particularly the chemicals industry.  In addition, implementation of environmental laws has required and will continue to require new capital expenditures and will increase plant operating costs.  We employ waste minimization and pollution prevention programs at our manufacturing sites.


In connection with the Acquisition, DowDuPontOctober 5, 2015 acquisition of Dow’s U.S. Chlor Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses, the prior owner of the businesses retained liabilities relating to releases of hazardous materials and violations of environmental law to the extent arising prior to the Closing Date.October 5, 2015.


We are party to various governmentalgovernment and private environmental actions associated with past manufacturing facilities and former waste disposal sites.  Associated costs of investigatory and remedial activities are provided for in accordance with generally accepted accounting principles governing probability and the ability to reasonably estimate future costs.  Our ability to estimate future costs depends on whether our investigatory and remedial activities are in preliminary or advanced stages.  With respect to unasserted claims, we accrue liabilities for costs that, in our experience, we expect to incur to protect our interests against those unasserted claims.  Our accrued liabilities for unasserted claims amounted to $7.9$8.6 million at December 31, 2017.2019.  With respect to asserted claims, we accrue liabilities based on remedial investigation, feasibility study, remedial action and operation, maintenance and monitoring (OM&M) expenses that, in our experience, we expect to incur in connection with the asserted claims.  Required site OM&M expenses are estimated and accrued in their entirety for required periods not exceeding 30 years, which reasonably approximates the typical duration of long-term site OM&M.



Our liabilities for future environmental expenditures were as follows:
December 31,December 31,
2017 20162019 2018
($ in millions)($ in millions)
Beginning balance$137.3
 $138.1
$125.6
 $131.6
Charges to income10.3
 9.2
25.3
 7.3
Remedial and investigatory spending(16.5) (10.3)(12.2) (13.0)
Currency translation adjustments0.5
 0.3
Foreign currency translation adjustments0.3
 (0.3)
Ending balance$131.6
 $137.3
$139.0
 $125.6


At December 31, 20172019 and 2016,2018, our consolidated balance sheets included environmental liabilities of $111.6$122.0 million and $120.3$108.6 million, respectively, which were classified as other noncurrent liabilities.  Our environmental liability amounts do not take into account any discounting of future expenditures or any consideration of insurance recoveries or advances in technology.  These liabilities are reassessed periodically to determine if environmental circumstances have changed and/or remediation efforts and our estimate of related costs have changed.  As a result of these reassessments, future charges to income may be made for additional liabilities.  Of the $131.6$139.0 million included on our consolidated balance sheet at December 31, 20172019 for future environmental expenditures, we currently expect to utilize $76.2$87.3 million of the reserve for future environmental expenditures over the next 5 years, $14.0$20.5 million for expenditures 6 to 10 years in the future, and $41.4$31.2 million for expenditures beyond 10 years in the future.


Our total estimated environmental liability at December 31, 20172019 was attributable to 59 sites, 1514 of which were United States Environmental Protection Agency National Priority List sites. NineNaN sites accounted for 78%81% of our environmental liability and, of the remaining 50 sites, no one site accounted for more than 3% of our environmental liability. At four7 of the nine9 sites, part of the site is subject to a remedial investigation and another part is in the long-term OM&M stage. At one6 of the nine9 sites, a remedial action plan is being developed for part of the site and another partsite. At 5 of the 9 sites, a remedial design is being developed. At onedeveloped at part of the ninesite and at 4 of the 9 sites, part of the site is subject to a remedial investigation and another part a remedial design is being developed. At one of these nine sites, a remedial investigation is being performed.  At one of the nine sites, a remedial action plan is being developed for part of the site and another part is in the long-term OM&M stage.  The one remaining site is in long-term OM&M.investigation. All nine9 sites are either associated with past manufacturing operations or former waste disposal sites.  None of the nine9 largest sites represents more than 22%20% of the liabilities reserved on our consolidated balance sheet at December 31, 20172019 for future environmental expenditures.


Environmental provisions charged (credited) to income, which are included in cost of goods sold, were as follows:
 Years ended December 31,
 2019 2018 2017
 ($ in millions)
Provisions charged to income$25.3
 $7.3
 $10.3
Insurance recoveries for costs incurred and expensed(4.8) (111.0) (1.8)
Environmental expense (income)$20.5
 $(103.7) $8.5

 Years ended December 31,
 2017 2016 2015
 ($ in millions)
Charges to income

$10.3
 $9.2
 $15.7
Recoveries from third parties of costs incurred and expensed(1.8) 
 
Environmental expense$8.5
 $9.2
 $15.7


Provisions charged to income for the year ended December 31, 2019 include a $20.0 million increase in costs at a former manufacturing site resulting from revised remediation estimates as a result of agency action during the second quarter of 2019.  

During 2018, we settled certain disputes with respect to insurance coverage for costs at various environmental remediation sites for $121.0 million. Environmental expense (income) for the year ended December 31, 2018 include insurance recoveries for environmental costs incurred and expensed in prior periods of $111.0 million.  The recoveries are reduced by estimated liabilities of $10.0 million associated with claims by subsequent owners of certain of the settled environmental sites. Environmental expense (income) for the year ended December 31, 2019 included $4.8 million of recoveries associated with resolving the outstanding third party claims against the proceeds from the 2018 environmental insurance settlement.  

These charges relate primarily to remedial and investigatory activities associated with past manufacturing operations and former waste disposal sites and may be material to operating results in future years.


Annual environmental-related cash outlays for site investigation and remediation are expected to range between approximately $15 million to $25 million over the next several years, which are expected to be charged against reserves recorded on our consolidated balance sheet.  While we do not anticipate a material increase in the projected annual level of our

environmental-related cash outlays for site investigation and remediation, there is always the possibility that such an increase may occur in the future in view of the uncertainties associated with environmental exposures.  Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting from investigatory studies, advances in technology, changes in environmental laws and regulations and their application, changes in regulatory authorities, the scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other Potentially Responsible Parties (PRPs), our ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs.  It is possible that some of these matters (the outcomes of which are subject to various uncertainties) may be resolved unfavorably to us, which could materially adversely affect our financial

position or results of operations.  At December 31, 2017,2019, we estimate that it is reasonably possible that we may have additional contingent environmental liabilities of $60$80 million in addition to the amounts for which we have already recorded as a reserve.


NOTE 23. LEASES

Our lease commitments are primarily for railcars, but also include logistics, manufacturing, storage, real estate and information technology assets. Our leases have remaining lease terms of up to 95 years, some of which may include options to extend the leases for up to five years, and some of which may include options to terminate the leases within one year.

The amounts for leases included in our consolidated balance sheet include:
  December 31, 2019
Lease assets:Balance sheet location:($ in millions)
OperatingOperating lease assets, net$377.8
Finance
Property, plant and equipment, less accumulated depreciation(1)
5.4
Total lease assets $383.2
Lease liabilities:  
Current  
OperatingCurrent operating lease liabilities$79.3
FinanceCurrent installments of long-term debt2.1
Long-term  
OperatingOperating lease liabilities303.4
FinanceLong-term debt3.2
Total lease liabilities $388.0
(1)As of December 31, 2019, assets recorded under finance leases were $9.9 million and accumulated depreciation associated with finance leases was $4.5 million.

The components of lease expense are recorded to cost of goods sold and selling and administration expenses in the consolidated statement of operations, excluding interest on finance lease liabilities which is recorded to interest expense. The components of lease expense were as follows:
 Year Ended December 31, 2019
Lease expense:($ in millions)
Operating$93.6
Other operating lease expense(1)
27.5
Finance: 
Depreciation of leased assets1.3
Interest on lease liabilities0.2
Total lease expense$122.6
(1)Includes costs associated with short-term leases and variable lease expenses.


The maturities of lease liabilities were as follows:
 December 31, 2019
 Operating leases Finance leases Total
 ($ in millions)
2020$88.8
 $2.2
 $91.0
202171.0
 1.1
 72.1
202255.0
 0.8
 55.8
202344.2
 0.6
 44.8
202433.5
 0.8
 34.3
Thereafter153.6
 0.2
 153.8
Total lease payments446.1
 5.7
 451.8
Less: Imputed interest(1)
(63.4) (0.4) (63.8)
Present value of lease liabilities$382.7
 $5.3
 $388.0
(1)Calculated using the discount rate for each lease.

As previously disclosed in our 2018 Annual Report on Form 10-K and under ASC 840, the previous lease accounting standard, future minimum lease payments for non-cancelable operating leases were expected to be as follows:
 December 31, 2018
 ($ in millions)
2019$82.2
202061.4
202144.2
202231.8
202323.2
Thereafter102.6
Total lease payments$345.4


Other information related to leases was as follows:
 Year Ended December 31, 2019
Supplemental cash flows information:($ in millions)
Cash paid for amounts included in the measurement of lease liabilities: 
Operating cash flows from operating leases$93.4
Operating cash flows from finance leases0.2
Financing cash flows from finance leases1.4
Non-cash increase in lease assets and lease liabilities: 
Operating leases$176.1
Finance leases2.5
Weighted-average remaining lease term:December 31, 2019
Operating leases9.4 years
Finance leases3.2 years
Weighted-average discount rate: 
Operating leases3.10%
Finance leases3.30%


As of December 31, 2019, we have additional operating leases for office space that have not yet commenced of approximately $27 million which are expected to commence during 2020 with lease terms between 10 years and 15 years. We

also have additional operating leases for railcars that have not yet commenced of approximately $9 million which are expected to commence during 2020 with lease terms between 5 years and 10 years.

NOTE 24. COMMITMENTS AND CONTINGENCIES


The following table summarizes our contractual commitments under non-cancelable operating leases and purchase contracts as of December 31, 2017:

2019:
 Purchase Commitments
 ($ in millions)
2020$628.0
2021676.7
2022635.8
2023630.1
2024630.1
Thereafter2,766.2
Total commitments$5,966.9

 Operating Leases Purchase Commitments
 ($ in millions)
2018$87.9
 $692.7
201967.4
 645.0
202051.5
 631.5
202136.9
 708.3
202223.9
 708.0
Thereafter87.5
 4,364.2
Total commitments$355.1
 $7,749.7


Our operating lease commitments are primarily for railroad cars but also include distribution, warehousing and office space and data processing and office equipment.  Virtually none of our lease agreements contain escalation clauses or step rent provisions.  Total rent expense charged to operations amounted to $118.5 million, $95.5 million and $75.1 million in 2017, 2016 and 2015, respectively (sublease income is not significant).  The above purchase commitments include raw material, capital expenditure and utility purchasing commitments utilized in our normal course of business for our projected needs.  In connection with the Acquisition, certain additional agreements have been entered into with DowDuPont,Dow, including, long-term purchase agreements for raw materials. These agreements are maintained through long-term cost based contracts that provide us with a reliable supply of key raw materials. Key raw materials received from DowDuPontDow include ethylene, electricity, propylene and benzene. During 2016, we exercised one of the options to reserve additional ethylene supply at producer economics. In September 2017, DowDuPont’s new Texas 9 ethylene cracker in Freeport, TX became operational. As a result, a payment of $209.4 million was made in connection with this option, which increased the value of the long-term asset.

On February 27, 2017, we exercised the remaining option to obtainreserve additional future ethylene at producer economics from DowDuPont.Dow. In connection with the exercise of this option, we also secured a long-term customer arrangement. As a result, an additional payment will be made to DowDuPont of between $440 million and $465Dow that is not to exceed $493 million on or about the fourth quarter of 2020. During September 2017, as

We are party to a result of DowDuPont’s new Texas 9 ethylene cracker becoming operational,dispute relating to a contract at our Plaquemine, LA facility. The other party to the contract filed a demand for arbitration alleging, among other things, that Olin recognized a long-term assetbreached the contract, and other liabilities of $389.2 million, which represents the present valueclaims damages in excess of the estimated 2020 payment.amount Olin believes it is obligated to pay under the contract. Olin asserted a counterclaim alleging it has been charged a fee in excess of what the contract permits.  The discount amount of $51.8 million will be recorded as interest expense througharbitration hearing was held during the fourth quarter 2019.  Although the timing is uncertain, we currently anticipate receiving a ruling during the first half of 2020.  Any additional losses related to this contract dispute are not currently estimable because of unresolved questions of fact and law but, if resolved unfavorably to Olin, they could have a material adverse effect on our financial position, cash flows or results of operations.

Olin and Oxy Vinyls, L.P. (Oxy) have a long-term chlorine supply agreement, which is the subject of a pricing dispute. The dispute is pending in the United States District Court for the Southern District of Texas. Although the timing is uncertain, we currently anticipate that the case will proceed to trial during 2020. Any additional losses related to this contract dispute are not currently estimable because of unresolved questions of fact and law but, if resolved unfavorably to Olin, they could have a material adverse effect on our financial position, cash flows or results of operations.

Olin, K.A. Steel Chemicals (a wholly owned subsidiary of Olin) and other caustic soda producers were named as defendants in six purported class action civil lawsuits filed March 22, 25 and 26, 2019 and April 12, 2019 in the U.S. District Court for the Western District of New York on behalf of the respective named plaintiffs and a putative class comprised of all persons and entities who purchased caustic soda in the U.S. directly from one or more of the defendants, their parents, predecessors, subsidiaries or affiliates at any time between October 1, 2015 and the present. Olin, K.A. Steel Chemicals and other caustic soda producers were also named as defendants in two purported class action civil lawsuits filed July 25 and 29, 2019 in the U.S. District Court for the Western District of New York on behalf of the respective named plaintiffs and a putative class comprised of all persons and entities who purchased caustic soda in the U.S. indirectly from distributors at any time between October 1, 2015 and the present. The other defendants named in the lawsuits are Occidental Petroleum Corporation, Occidental Chemical Corporation d/b/a OxyChem, Westlake Chemical Corporation, Shin-Etsu Chemical Co., Ltd., Shintech Incorporated, Formosa Plastics Corporation, and Formosa Plastics Corporation, U.S.A. The lawsuits allege the defendants conspired to fix, raise, maintain and stabilize the price of caustic soda, restrict domestic (U.S.) supply of caustic soda and allocate caustic soda customers. Plaintiffs seek an unspecified amount of damages and injunctive relief. We believe we have meritorious legal positions and will continue to represent our interests vigorously in this matter. Any losses related to this matter are not currently estimable because of unresolved questions of fact and law, but if resolved unfavorably to Olin, could have a material adverse effect on our financial position, cash flows or results of operations.

We, and our subsidiaries, are defendants in various other legal actions (including proceedings based on alleged exposures to asbestos) incidental to our past and current business activities.  At December 31, 20172019 and 2016,2018, our consolidated balance sheets included liabilities for these other legal actions of $24.8$12.4 million and $13.6$15.6 million, respectively.  These liabilities do not include costs associated with legal representation and do not include $8.0 million of insurance recoveries included in receivables, net within the accompanying consolidated balance sheet as of December 31, 2017.representation.  Based on our analysis, and considering the inherent uncertainties associated with litigation, we do not believe that it is reasonably possible that these other legal actions will materially and adversely affect our financial position, cash flows or results of operations. In connection with the Acquisition, DowDuPontOctober 5, 2015 acquisition of Dow’s U.S. Chlor Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses, the prior owner of the businesses retained liabilities related to litigation to the extent arising prior to the Closing Date.October 5, 2015.


During the ordinary course of our business, contingencies arise resulting from an existing condition, situation or set of circumstances involving an uncertainty as to the realization of a possible gain contingency.  In certain instances such as environmental projects, we are responsible for managing the cleanupclean-up and remediation of an environmental site.  There exists the possibility of recovering a portion of these costs from other parties.  We account for gain contingencies in accordance with the provisions of ASC 450 “Contingencies” and therefore do not record gain contingencies and recognize income until it is earned and realizable.


For the year ended December 31, 2016,2018, we recognized an insurance recovery of $11.0$8.0 million in other operating income for property damage anda second quarter 2017 business interruption related to a 2008 chlor alkali facility incident.at our Freeport, TX vinyl chloride monomer facility.

For the year ended December 31, 2015 we recognized insurance recoveries of $57.4 million for property damage and business interruption related to the Becancour, Canada and McIntosh, AL chlor alkali facilities. Cost of goods sold was reduced by $10.5 million and selling and administration was reduced by $0.9 million for the reimbursement of costs incurred and expensed in prior periods and other operating income included a gain of $46.0 million. The consolidated statement of cash flows for the year ended December 31, 2015 included $25.8 million for the property damage portion of the insurance recoveries within proceeds from disposition of property, plant and equipment and gains on disposition of property, plant and equipment.


NOTE 25. DERIVATIVE FINANCIAL INSTRUMENTS


We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing and financing activities and our operations that use foreign currencies.  The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings.  We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks.  ASC 815 requires an entity to recognize all derivatives as either assets or liabilities in the consolidated balance sheets and measure those instruments at fair value.  In accordance with ASC 815, we designate derivative contracts as cash flow hedges of forecasted purchases of commodities and forecasted interest payments related to variable-rate borrowings and designate certain interest rate swaps as fair value hedges of fixed-rate borrowings.  We do not enter into any derivative instruments for trading or speculative purposes.


Energy costs, including electricity and natural gas, and certain raw materials used in our production processes are subject to price volatility.  Depending on market conditions, we may enter into futures contracts, forward contracts, commodity swaps and put and call option contracts in order to reduce the impact of commodity price fluctuations.  The majority of our commodity derivatives expire within one year.  Those commodity contracts that extend beyond one year correspond with raw material purchases for long-term fixed-price sales contracts.


We actively manage currency exposures that are associated with net monetary asset positions, currency purchases and sales commitments denominated in foreign currencies and foreign currency denominated assets and liabilities created in the normal course of business. We enter into forward sales and purchase contracts to manage currency risk to offset our net exposures, by currency, related to the foreign currency denominated monetary assets and liabilities of our operations. At December 31, 2017,2019, we had outstanding forward contracts to buy foreign currency with a notional value of $135.5$140.6 million and to sell foreign currency with a notional value of $97.7$99.2 million. All of the currency derivatives expire within one year and are for USD equivalents. The counterparties to the forward contracts are large financial institutions; however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position or results of operations. At December 31, 2016,2018, we had outstanding forward contracts to buy foreign currency with a notional value of $73.2$123.7 million and to sell foreign currency with a notional value of $100.8$82.6 million.


Cash Flow Hedges


For derivative instruments that are designated and qualify as a cash flow hedge, the change in fair value of the derivative is recognized as a component of other comprehensive income (loss) until the hedged item is recognized into earnings.  Gains and losses on the derivatives representing hedge ineffectiveness are recognized currently in earnings.


We had the following notional amountamounts of outstanding commodity contracts that were entered into to hedge forecasted purchases:

 December 31,
 2019 2018

($ in millions)
Natural gas$62.9
 $58.4
Ethane51.5
 5.4
Other commodities60.2
 52.7
Total notional$174.6
 $116.5

 December 31,
 2017 2016

($ in millions)
Copper$45.2
 $35.8
Zinc8.4
 8.0
Lead
 3.4
Natural gas39.2
 54.4


As of December 31, 2017,2019, the counterparties to these commodity contracts were Wells Fargo ($36.3 million)Bank, N.A., Citibank, ($34.3 million)N.A., Merrill Lynch Commodities, Inc. ($18.6 million) and JPMorgan Chase Bank, National Association ($3.6 million),and Bank of America Corporation, all of which are major financial institutions.


We use cash flow hedges for certain raw material and energy costs such as copper, zinc, lead, ethane, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations associated with forecasted purchases of raw materials and energy used in our manufacturing process.  At December 31, 2017,2019, we had open derivative contract positions through 2022.2027.  If all open futures contracts had been settled on December 31, 2017,2019, we would have recognized a pretax gainloss of $7.5$17.6 million.


If commodity prices were to remain at December 31, 20172019 levels, approximately $1.7$12.7 million of deferred gains,losses, net of tax, would be reclassified into earnings during the next twelve months.  The actual effect on earnings will be dependent on actual commodity prices when the forecasted transactions occur.


We use interest rate swaps as a means of minimizing significant unanticipated earningscash flow fluctuations that may arise from volatility in interest rates of our variable-rate borrowings. In April 2016, we entered into three tranches of forward starting interest rate swaps whereby we agreed to pay fixed rates to the counterparties who, in turn, pay us floating rates on $1,100.0 million, $900.0 million and $400.0 million of our underlying floating-rate debt obligations. Each tranche’s term length iswas for twelve months beginning on December 31, 2016, December 31, 2017 and December 31, 2018, respectively. The counterparties to the agreements are SMBC Capital Markets, Inc., Wells Fargo, PNC Bank, National Association, and Toronto-Dominion Bank. These counterparties are large financial institutions; however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position or results of operations. We have designated the swaps as cash flow hedges of the risk of changes in interest payments associated with our variable-rate borrowings. Accordingly,In July 2019, we terminated the remaining interest rate swap agreements have been recorded at their fair market valueagreement which resulted in a gain of $10.5$1.8 million and are includedthat was recognized in other current assets and other assets on the accompanying consolidated balance sheet, with the corresponding gain deferred as a component of other comprehensive loss. Forinterest expense for the year ended December 31, 2019. For the years ended December 31, 2019, 2018 and 2017, $4.3 million, $8.9 million and $3.1 million, respectively, of income was recorded to interest expense on the accompanying consolidated statementstatements of operations related to these swap agreements.


At December 31, 2017, we had open interest rate swaps designated as cash flow hedges with maximum terms through 2019. If all open futures contracts had been settled on December 31, 2017, we would have recognized a pretax gain of $10.5 million.

If interest rates were to remain at December 31, 2017 levels, $5.2 million of deferred gains would be reclassified into earnings during the next twelve months. The actual effect on earnings will be dependent on actual interest rates when the forecasted transactions occur.

Fair Value Hedges


We use interest rate swaps as a means of managing interest expense and floating interest rate exposure to optimal levels.  For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings.  We include the gain or loss on the hedged items (fixed-rate borrowings) in the same line item, interest expense, as the offsetting loss or gain on the related interest rate swaps.  As of both December 31, 20172019 and 2016,2018, the total notional amounts of our interest rate swaps designated as fair value hedges were 0 and $500.0 million.million, respectively.


In April 2016, we entered into interest rate swaps on $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates to the counterparties who, in turn, pay us fixed rates. The counterparties to these agreements are Toronto-Dominion Bank and SMBC Capital Markets, Inc., both of which are major financial institutions.

In October 2016, we entered into interest rate swaps on an additional $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates to the counterparties who, in turn, pay us fixed rates. The counterparties to these agreements are PNC Bank, National Association and Wells Fargo, both of which are major financial institutions.

We have designated the April 2016 and October 2016 interest rate swap agreements as fair value hedges of the risk of changes in the value of fixed ratefixed-rate debt due to changes in interest rates for a portion of our fixedfixed-rate borrowings. In August 2019, we terminated the April 2016 and October 2016 interest rate borrowings. Accordingly, the swap agreements have been recorded at their fair market valueswaps which resulted in a loss of $28.1$2.3 million and are included in other long-term liabilities on the accompanying consolidated balance sheet, with a corresponding decrease inthat will be deferred as an offset to the carrying amountvalue of the related debt.debt and will be recognized to interest expense through October 2025. As of December 31, 2019, $2.2 million of this loss was included in long-term debt in the consolidated balance sheet. For the years ended December 31, 20172019 and 2016, $2.92018, $2.6 million and $2.6$2.1 million, respectively, of expense and for the year ended December 31, 2017, $2.9 million of income has beenwas recorded to interest expense on the accompanying consolidated statementstatements of operations related to these swap agreements.



Financial Statement Impacts


We present our derivative assets and liabilities in our consolidated balance sheets on a net basis whenever we have a legally enforceable master netting agreement with the counterparty to our derivative contracts.  We use these agreements to manage and substantially reduce our potential counterparty credit risk.


The following table summarizes the location and fair value of the derivative instruments on our consolidated balance sheets.  The table disaggregates our net derivative assets and liabilities into gross components on a contract-by-contract basis before giving effect to master netting arrangements:
December 31,December 31,
2017 20162019 2018
Asset Derivatives:   ($ in millions)
Other current assets      
Derivatives designated as hedging instruments:      
Interest rate contracts - gains$6.9
 $1.9
$
 $5.3
Commodity contracts - gains11.4
 13.2
1.8
 
Commodity contracts - losses(0.1) (1.7)(0.5) 
Derivatives not designated as hedging instruments:      
Foreign exchange contracts - gains1.1
 0.9
Foreign exchange contracts - losses(1.0) (0.5)(0.5) (0.5)
Foreign exchange contracts - gains2.0
 0.6
Total other current assets19.2
 13.5
1.9
 5.7
Other assets      
Derivatives designated as hedging instruments:      
Interest rate contracts - gains3.6
 7.7
Commodity contracts - gains0.8
 0.9
Commodity contracts - losses(0.1) (0.2)
Total other assets3.6
 7.7
0.7
 0.7
Total Asset Derivatives(1)
$22.8
 $21.2
$2.6
 $6.4
Liability Derivatives:      
Current installments of long-term debt   
Derivatives designated as hedging instruments:   
Interest rate contracts - gains$
 $0.1
Total current installments of long-term debt
 0.1
Accrued liabilities      
Derivatives designated as hedging instruments:      
Commodity contracts - losses3.8
 
$18.0
 $4.9
Commodity contracts - gains(0.2) (1.9)
Derivatives not designated as hedging instruments:      
Foreign exchange contracts - losses
 1.7
1.4
 0.6
Foreign exchange contracts - gains
 (0.5)(0.2) (0.1)
Total accrued liabilities3.8
 1.2
19.0
 3.5
Other liabilities      
Derivatives designated as hedging instruments:      
Interest rate contracts - losses28.1
 28.5

 33.7
Commodity contract - losses1.8
 0.5
Commodity contract - gains
 (0.1)
Total other liabilities28.1
 28.5
1.8
 34.1
Total Liability Derivatives(1)
$31.9
 $29.8
$20.8
 $37.6


(1)Does not include the impact of cash collateral received from or provided to counterparties.









The following table summarizes the effects of derivative instruments on our consolidated statements of operations:

   Amount of (Loss) Gain
   Years Ended December 31,
 Location of (Loss) Gain 2019 2018 2017
Derivatives – Cash Flow Hedges  ($ in millions)
Recognized in other comprehensive loss:      
Commodity contracts——— $(46.1) $(4.8) $(2.1)
Interest rate contracts——— (1.0) 3.7
 4.0

  $(47.1) $(1.1) $1.9
Reclassified from accumulated other comprehensive loss into income:      
Interest rate contractsInterest expense $4.3
 $8.9
 $3.1
Commodity contractsCost of goods sold (31.1) 5.4
 1.5
   $(26.8) $14.3
 $4.6
Derivatives – Fair Value Hedges      
Interest rate contractsInterest expense $(2.6) $(2.1) $3.0
Derivatives Not Designated as Hedging Instruments      
Foreign exchange contractsSelling and administration $(4.0) $(5.4) $1.8

   Amount of Gain (Loss)
   Years Ended December 31,
 Location of Gain (Loss) 2017 2016 2015
Derivatives – Cash Flow Hedges  ($ in millions)
Recognized in other comprehensive loss (effective portion):      
Commodity contracts——— $(2.1) $16.7
 $(13.9)
Interest rate contracts——— 4.0
 9.6
 

  $1.9
 $26.3
 $(13.9)
Reclassified from accumulated other comprehensive loss into income (effective portion):      
Interest rate contractsInterest expense $3.1
 $
 $
Commodity contractsCost of goods sold 1.5
 (5.8) (9.7)
   $4.6
 $(5.8) $(9.7)
Derivatives – Fair Value Hedges      
Interest rate contractsInterest expense $3.0
 $3.7
 $2.8
Derivatives Not Designated as Hedging Instruments      
Commodity contractsCost of goods sold $
 $(0.4) $(2.2)
Foreign exchange contractsSelling and administration 1.8
 (11.1) 0.1
   $1.8
 $(11.5) $(2.1)

The ineffective portion of changes in fair value resulted in zero charged or credited to earnings for the years ended December 31, 2017, 2016 and 2015.


Credit Risk and Collateral


By using derivative instruments, we are exposed to credit and market risk.  If a counterparty fails to fulfill its performance obligations under a derivative contract, our credit risk will equal the fair-valuefair value gain in a derivative.  Generally, when the fair value of a derivative contract is positive, this indicates that the counterparty owes us, thus creating a repayment risk for us.  When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, assume no repayment risk.  We minimize the credit (or repayment) risk in derivative instruments by entering into transactions with high-quality counterparties.  We monitor our positions and the credit ratings of our counterparties, and we do not anticipate non-performance by the counterparties.


Based on the agreements with our various counterparties, cash collateral is required to be provided when the net fair value of the derivatives, with the counterparty, exceeds a specific threshold.  If the threshold is exceeded, cash is either provided by the counterparty to us if the value of the derivatives is our asset, or cash is provided by us to the counterparty if the value of the derivatives is our liability.  As of December 31, 20172019 and 2016,2018, this threshold was not exceeded. In all instances where we are party to a master netting agreement, we offset the receivable or payable recognized upon payment of cash collateral against the fair value amounts recognized for derivative instruments that have also been offset under such master netting agreements.



NOTE 26. FAIR VALUE MEASUREMENTS


Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value.  Hierarchical levels are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities.  We are required to separately disclose assets and liabilities measured at fair value on a recurring basis, from those measured at fair value on a nonrecurring basis.  Nonfinancial assets measured at fair value on a nonrecurring basis are intangible assets and goodwill, which are reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred.  Determining which hierarchical level an asset or liability falls within requires significant judgment.  The following table summarizes the assets and liabilities measured at fair value in the consolidated balance sheets:

Balance at December 31, 2017
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Total
Balance at December 31, 2019Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total
Assets($ in millions)
Commodity contracts
 2.0
 
 2.0
Foreign exchange contracts
 0.6
 
 0.6
Total Assets$
 $2.6
 $
 $2.6
Liabilities 
  
  
  
Commodity contracts
 19.6
 
 19.6
Foreign exchange contracts
 1.2
 
 1.2
Total Liabilities$
 $20.8
 $
 $20.8
Balance at December 31, 2018 
Assets($ in millions)       
Interest rate swaps$
 $10.5
 $
 $10.5
$
 $5.3
 $
 $5.3
Commodity contracts
 11.3
 
 11.3

 0.7
 
 0.7
Foreign exchange contracts
 1.0
 
 1.0

 0.4
 
 0.4
Total Assets$
 $6.4
 $
 $6.4
Liabilities 
  
  
  
       
Interest rate swaps
 28.1
 
 28.1
$
 $33.7
 $
 $33.7
Commodity contracts
 3.8
 
 3.8

 3.4
 
 3.4
Balance at December 31, 2016 
Assets       
Interest rate swaps$
 $9.6
 $
 9.6
Commodity contracts
 11.5
 
 11.5
Foreign exchange contracts
 0.1
 
 0.1

 0.5
 
 0.5
Liabilities       
Interest rate swaps
 28.6
 
 28.6
Foreign exchange contracts
 1.2
 
 1.2
Total Liabilities$
 $37.6
 $
 $37.6

For the years ended December 31, 2017 and 2016, there were no transfers into or out of Level 1, Level 2 and Level 3.


Interest Rate Swaps


Interest rate swap financial instruments were valued using the “income approach” valuation technique.  This method used valuation techniques to convert future amounts to a single present amount.  The measurement was based on the value indicated by current market expectations about those future amounts.  We use interest rate swaps as a means of managing interest expense and floating interest rate exposure to optimal levels.


Commodity Forward Contracts


Commodity contract financial instruments were valued primarily based on prices and other relevant information observable in market transactions involving identical or comparable assets or liabilities including both forward and spot prices for commodities.  We use commodity derivative contracts for certain raw materials and energy costs such as copper, zinc, lead, ethane, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations.


Foreign Currency Contracts


Foreign currency contract financial instruments were valued primarily based on relevant information observable in market transactions involving identical or comparable assets or liabilities including both forward and spot prices for currencies.  We enter into forward sales and purchase contracts to manage currency risk resulting from purchase and sale commitments denominated in foreign currencies.


Financial Instruments


The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximated fair values due to the short-term maturities of these instruments. The fair value of our long-term debt was determined based on current market rates for debt of similar risk and maturities.  The following table summarizes the fair value measurements of debt and the actual debt recorded on our balance sheets:

 Fair Value Measurements  
 Level 1 Level 2 Level 3 Total Amount recorded on balance sheets
 ($ in millions)
Balance at December 31, 2019$
 $3,417.5
 $153.0
 $3,570.5
 $3,340.8
Balance at December 31, 2018
 3,137.2
 153.0
 3,290.2
 3,230.3

 Fair Value Measurements  
 Level 1 Level 2 Level 3 Total Amount recorded
on balance sheets
 ($ in millions)
Balance at December 31, 2017$
 $3,758.0
 $153.0
 $3,911.0
 $3,612.0
Balance at December 31, 2016
 3,703.7
 153.0
 3,856.7
 3,617.6


Nonrecurring Fair Value Measurements


In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis as required by ASC 820.  There were no assets measured at fair value on a nonrecurring basis as of December 31, 20172019 and 2016.2018.


NOTE 27. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION


In October 2015, Blue Cube Spinco LLC (the Issuer) issued $720.0 million aggregate principal amount of the9.75% senior notes due October 15, 2023 Notes and $500.0 million aggregate principal amount of10.00% senior notes due October 15, 2025 (2025 Notes and, together with the 2025 Notes.2023 Notes, the Notes). During 2016, the Notes were registered under the Securities Act of 1933, as amended. The Issuer was formed on March 13, 2015 as a wholly owned subsidiary of DowDuPontDow and upon closing of the Acquisition became a 100% owned subsidiary of Olin (the Parent Guarantor). The Notes are fully and unconditionally guaranteed by the Parent Guarantor.


The following condensed consolidating financial information presents the condensed consolidating balance sheets as of December 31, 20172019 and 2016,2018, and the related condensed consolidating statements of operations, comprehensive income (loss) and cash flows for each of the years in the three-year period ended December 31, 20172019 of (a) the Parent Guarantor, (b) the Issuer, (c) the non-guarantor subsidiaries, (d) elimination entries necessary to consolidate the Parent Guarantor with the Issuer and the non-guarantor subsidiaries and (e) Olin on a consolidated basis. Investments in consolidated subsidiaries are presented under the equity method of accounting.


CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2017
December 31, 2019December 31, 2019
(In millions)


 
 
 
 

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations TotalParent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Assets

 

 

 

 



 

 

 

 

Current assets:
 
 
 
 

 
 
 
 
Cash and cash equivalents$57.1
 $
 $161.3
 $
 $218.4
$11.6
 $
 $209.3
 $
 $220.9
Receivables, net95.6
 
 637.6
 
 733.2
78.3
 
 686.8
 (4.7) 760.4
Intercompany receivables
 
 2,093.2
 (2,093.2) 

 
 2,815.5
 (2,815.5) 
Income taxes receivable11.7
 
 6.3
 (1.1) 16.9
1.6
 
 12.3
 
 13.9
Inventories, net155.4
 
 527.2
 
 682.6
157.1
 
 538.6
 
 695.7
Other current assets206.2
 
 5.3
 (163.4) 48.1
231.4
 
 0.2
 (208.5) 23.1
Total current assets526.0
 
 3,430.9
 (2,257.7) 1,699.2
480.0
 
 4,262.7
 (3,028.7) 1,714.0
Property, plant and equipment, net544.4
 
 3,031.4
 
 3,575.8
699.0
 
 2,624.8
 
 3,323.8
Operating lease assets, net47.4
 
 330.4
 
 377.8
Investment in subsidiaries6,680.4
 4,092.3
 
 (10,772.7) 
7,048.2
 4,353.5
 
 (11,401.7) 
Deferred income taxes38.1
 
 34.5
 (36.2) 36.4
1.7
 
 34.7
 (1.1) 35.3
Other assets45.9
 
 1,162.5
 
 1,208.4
20.9
 
 1,148.2
 
 1,169.1
Long-term receivables—affiliates
 2,132.1
 
 (2,132.1) 
73.4
 605.8
 
 (679.2) 
Intangible assets, net0.3
 5.7
 572.5
 
 578.5
0.3
 
 447.8
 
 448.1
Goodwill
 966.3
 1,153.7
 
 2,120.0

 966.3
 1,153.4
 
 2,119.7
Total assets$7,835.1
 $7,196.4
 $9,385.5
 $(15,198.7) $9,218.3
$8,370.9
 $5,925.6
 $10,002.0
 $(15,110.7) $9,187.8
Liabilities and Shareholders' Equity
 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
 
Current liabilities:
 
 
 
 

 
 
 
 
Current installments of long-term debt$0.7
 $
 $
 $
 $0.7
$2.1
 $
 $
 $
 $2.1
Accounts payable83.2
 
 590.0
 (3.4) 669.8

 
 660.6
 (8.7) 651.9
Intercompany payables2,093.2
 
 
 (2,093.2) 
2,815.5
 
 
 (2,815.5) 
Income taxes payable
 
 10.5
 (1.1) 9.4
11.5
 
 8.3
 
 19.8
Current operating lease liabilities8.2
 
 71.1
 
 79.3
Accrued liabilities117.7
 
 318.1
 (161.4) 274.4
183.7
 
 350.8
 (205.4) 329.1
Total current liabilities2,294.8
 
 918.6
 (2,259.1) 954.3
3,021.0
 
 1,090.8
 (3,029.6) 1,082.2
Long-term debt839.4
 2,522.2
 249.7
 
 3,611.3
2,130.0
 1,208.7
 
 
 3,338.7
Operating lease liabilities40.4
 
 263.0
 
 303.4
Accrued pension liability406.7
 
 229.2
 
 635.9
496.9
 
 300.8
 
 797.7
Deferred income taxes
 3.0
 544.4
 (36.2) 511.2

 6.5
 449.2
 (1.2) 454.5
Long-term payables—affiliates1,250.0
 
 882.1
 (2,132.1) 

 
 679.2
 (679.2) 
Other liabilities290.5
 5.6
 455.8
 
 751.9
265.1
 5.6
 523.1
 
 793.8
Total liabilities5,081.4
 2,530.8
 3,279.8
 (4,427.4) 6,464.6
5,953.4
 1,220.8
 3,306.1
 (3,710.0) 6,770.3
Commitments and contingencies
 
 
 
 

 

 

 

 

Shareholders' equity:
 
 
 
 
Shareholders’ equity:
 
 
 
 
Common stock167.1
 
 14.6
 (14.6) 167.1
157.7
 
 14.6
 (14.6) 157.7
Additional paid-in capital2,280.9
 4,125.7
 4,808.2
 (8,933.9) 2,280.9
2,122.1
 4,125.7
 4,808.2
 (8,933.9) 2,122.1
Accumulated other comprehensive loss(484.6) 
 (4.6) 4.6
 (484.6)(803.4) 
 (6.5) 6.5
 (803.4)
Retained earnings790.3
 539.9
 1,287.5
 (1,827.4) 790.3
941.1
 579.1
 1,879.6
 (2,458.7) 941.1
Total shareholders' equity2,753.7
 4,665.6
 6,105.7
 (10,771.3) 2,753.7
Total liabilities and shareholders' equity$7,835.1
 $7,196.4
 $9,385.5
 $(15,198.7) $9,218.3
Total shareholders’ equity2,417.5
 4,704.8
 6,695.9
 (11,400.7) 2,417.5
Total liabilities and shareholders’ equity$8,370.9
 $5,925.6
 $10,002.0
 $(15,110.7) $9,187.8

CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2016
December 31, 2018December 31, 2018
(In millions)


 
 
 
 

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations TotalParent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Assets

 

 

 

 



 

 

 

 

Current assets:
 
 
 
 

 
 
 
 
Cash and cash equivalents$25.2
 $
 $159.3
 $
 $184.5
$92.0
 $
 $86.8
 $
 $178.8
Receivables, net88.3
 
 586.7
 
 675.0
99.7
 
 676.6
 
 776.3
Intercompany receivables
 
 1,912.3
 (1,912.3) 

 
 2,558.2
 (2,558.2) 
Income taxes receivable19.0
 
 7.3
 (0.8) 25.5
2.6
 
 3.3
 
 5.9
Inventories, net167.7
 
 462.7
 
 630.4
161.4
 
 550.0
 
 711.4
Other current assets164.7
 3.4
 1.2
 (138.5) 30.8
220.2
 
 1.8
 (187.0) 35.0
Total current assets464.9
 3.4
 3,129.5
 (2,051.6) 1,546.2
575.9
 
 3,876.7
 (2,745.2) 1,707.4
Property, plant and equipment, net510.1
 
 3,194.8
 
 3,704.9
651.4
 
 2,830.7
 
 3,482.1
Investment in subsidiaries6,035.2
 3,734.7
 
 (9,769.9) 
6,943.3
 4,286.9
 
 (11,230.2) 
Deferred income taxes133.5
 
 103.5
 (117.5) 119.5
7.3
 
 27.4
 (8.4) 26.3
Other assets48.1
 
 596.3
 
 644.4
24.3
 
 1,126.1
 
 1,150.4
Long-term receivables—affiliates
 2,194.2
 
 (2,194.2) 

 1,247.2
 
 (1,247.2) 
Intangible assets, net0.4
 5.7
 623.5
 
 629.6
0.3
 
 511.3
 
 511.6
Goodwill
 966.3
 1,151.7
 
 2,118.0

 966.3
 1,153.3
 
 2,119.6
Total assets$7,192.2
 $6,904.3
 $8,799.3
 $(14,133.2) $8,762.6
$8,202.5
 $6,500.4
 $9,525.5
 $(15,231.0) $8,997.4
Liabilities and Shareholders' Equity
 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
 
Current liabilities:
 
 
 
 

 
 
 
 
Current installments of long-term debt$0.6
 67.5
 $12.4
 
 $80.5
$0.9
 $
 $125.0
 $
 $125.9
Accounts payable45.3
 
 527.4
 (1.9) 570.8
90.1
 
 549.4
 (3.0) 636.5
Intercompany payables1,882.8
 29.5
 
 (1,912.3) 
2,558.2
 
 
 (2,558.2) 
Income taxes payable
 
 8.3
 (0.8) 7.5
3.9
 
 18.7
 
 22.6
Accrued liabilities124.9
 
 277.5
 (138.6) 263.8
150.3
 
 367.5
 (184.5) 333.3
Total current liabilities2,053.6
 97.0
 825.6
 (2,053.6) 922.6
2,803.4
 
 1,060.6
 (2,745.7) 1,118.3
Long-term debt913.9
 2,413.3
 209.9
 
 3,537.1
1,357.5
 1,746.9
 
 
 3,104.4
Accrued pension liability453.7
 
 184.4
 
 638.1
439.1
 
 235.2
 
 674.3
Deferred income taxes
 223.6
 926.4
 (117.5) 1,032.5

 6.0
 521.3
 (8.4) 518.9
Long-term payables—affiliates1,209.1
 
 985.1
 (2,194.2) 
469.6
 
 777.6
 (1,247.2) 
Other liabilities288.9
 6.6
 63.8
 
 359.3
300.7
 5.5
 443.1
 
 749.3
Total liabilities4,919.2
 2,740.5
 3,195.2
 (4,365.3) 6,489.6
5,370.3
 1,758.4
 3,037.8
 (4,001.3) 6,165.2
Commitments and contingencies
 
 
 
 

 

 

 

 

Shareholders' equity:
 
 
 
 
Shareholders’ equity:
 
 
 
 
Common stock165.4
 
 14.6
 (14.6) 165.4
165.3
 
 14.6
 (14.6) 165.3
Additional paid-in capital2,243.8
 4,125.7
 4,808.2
 (8,933.9) 2,243.8
2,247.4
 4,125.7
 4,808.2
 (8,933.9) 2,247.4
Accumulated other comprehensive loss(510.0) 
 (7.0) 7.0
 (510.0)(651.0) 
 (6.9) 6.9
 (651.0)
Retained earnings373.8
 38.1
 788.3
 (826.4) 373.8
1,070.5
 616.3
 1,671.8
 (2,288.1) 1,070.5
Total shareholders' equity2,273.0
 4,163.8
 5,604.1
 (9,767.9) 2,273.0
Total liabilities and shareholders' equity$7,192.2
 $6,904.3
 $8,799.3
 $(14,133.2) $8,762.6
Total shareholders’ equity2,832.2
 4,742.0
 6,487.7
 (11,229.7) 2,832.2
Total liabilities and shareholders’ equity$8,202.5
 $6,500.4
 $9,525.5
 $(15,231.0) $8,997.4





CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended December 31, 2017
Year Ended December 31, 2019Year Ended December 31, 2019
(In millions)


 
 
 
 

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations TotalParent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Sales$1,330.3
 $
 $5,344.9
 $(406.8) $6,268.4
$1,340.6
 $
 $5,239.7
 $(470.3) $6,110.0
Operating expenses:
 
 
 
 

 
 
 
 
Cost of goods sold1,176.1
 
 4,770.3
 (406.8) 5,539.6
1,210.4
 
 4,699.1
 (470.3) 5,439.2
Selling and administration137.9
 
 212.8
 
 350.7
211.0
 
 205.9
 
 416.9
Restructuring charges1.7
 
 35.9
 
 37.6
1.4
 
 75.1
 
 76.5
Acquisition-related costs12.8
 
 
 
 12.8
Other operating (loss) income(11.1) 
 14.4
 
 3.3
Other operating (expense) income(16.2) 
 16.6
 
 0.4
Operating (loss) income(9.3) 
 340.3
 
 331.0
(98.4) 
 276.2
 
 177.8
Earnings of non-consolidated affiliates1.8
 
 
 
 1.8
Equity income in subsidiaries638.4
 357.6
 
 (996.0) 
96.9
 66.6
 
 (163.5) 
Interest expense44.5
 165.8
 13.0
 (5.9) 217.4
94.5
 136.2
 20.5
 (8.0) 243.2
Interest income6.3
 
 1.4
 (5.9) 1.8
5.4
 
 3.6
 (8.0) 1.0
Income before taxes592.7
 191.8
 328.7
 (996.0) 117.2
Income tax provision (benefit)43.2
 (310.0) (165.5) 
 (432.3)
Net income$549.5
 $501.8
 $494.2
 $(996.0) $549.5
Non-operating pension income (expense)22.2
 
 (5.9) 
 16.3
Other income11.2
 
 
 
 11.2
Income (loss) before taxes(57.2) (69.6) 253.4
 (163.5) (36.9)
Income tax (benefit) provision(45.9) (32.4) 52.7
 
 (25.6)
Net (loss) income$(11.3) $(37.2) $200.7
 $(163.5) $(11.3)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended December 31, 2018
(In millions)

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Sales$1,423.8
 $
 $5,937.0
 $(414.7) $6,946.1
Operating expenses:
 
 
 
 
Cost of goods sold1,153.1
 
 5,083.7
 (414.7) 5,822.1
Selling and administration206.0
 
 224.6
 
 430.6
Restructuring charges
 
 21.9
 
 21.9
Acquisition-related costs1.0
 
 
 
 1.0
Other operating (expense) income(3.0) 
 9.4
 
 6.4
Operating income60.7
 
 616.2
 
 676.9
Losses of non-consolidated affiliates(19.7) 
 
 
 (19.7)
Equity income in subsidiaries310.7
 289.6
 
 (600.3) 
Interest expense68.6
 153.3
 26.9
 (5.6) 243.2
Interest income5.8
 
 1.4
 (5.6) 1.6
Non-operating pension income (expense)26.6
 
 (4.9) 
 21.7
Income before taxes315.5
 136.3
 585.8
 (600.3) 437.3
Income tax (benefit) provision(12.4) (35.1) 156.9
 
 109.4
Net income$327.9
 $171.4
 $428.9
 $(600.3) $327.9


CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended December 31, 2017
(In millions)

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Sales$1,330.3
 $
 $5,344.9
 $(406.8) $6,268.4
Operating expenses:
 
 

 
 
Cost of goods sold1,195.5
 
 4,766.2
 (406.8) 5,554.9
Selling and administration157.0
 
 212.8
 
 369.8
Restructuring charges1.7
 
 35.9
 
 37.6
Acquisition-related costs12.8
 
 
 
 12.8
Other operating (expense) income(11.1) 
 14.4
 
 3.3
Operating (loss) income(47.8) 
 344.4
 
 296.6
Earnings of non-consolidated affiliates1.8
 
 
 
 1.8
Equity income in subsidiaries638.4
 357.6
 
 (996.0) 
Interest expense44.5
 165.8
 13.0
 (5.9) 217.4
Interest income6.3
 
 1.4
 (5.9) 1.8
Non-operating pension income (expense)38.5
 
 (4.1) 
 34.4
Income before taxes592.7
 191.8
 328.7
 (996.0) 117.2
Income tax provision (benefit)43.2
 (310.0) (165.5) 
 (432.3)
Net income$549.5
 $501.8
 $494.2
 $(996.0) $549.5


CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year Ended December 31, 2019
(In millions)

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Net (loss) income$(11.3) $(37.2) $200.7
 $(163.5) $(11.3)
Other comprehensive loss, net of tax:
 
 
 
 
Foreign currency translation adjustments, net
 
 (9.1) 
 (9.1)
Unrealized losses on derivative contracts, net(15.4) 
 
 
 (15.4)
Pension and postretirement liability adjustments, net(95.8) 
 (54.4) 
 (150.2)
Amortization of prior service costs and actuarial losses, net19.9
 
 2.4
 
 22.3
Total other comprehensive loss, net of tax(91.3) 
 (61.1) 
 (152.4)
Comprehensive (loss) income$(102.6) $(37.2) $139.6
 $(163.5) $(163.7)


CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended December 31, 2016
(In millions)


 
 
 
 

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Sales$1,321.3
 $
 $4,720.2
 $(490.9) $5,550.6
Operating expenses:
 
 
 
 
Cost of goods sold1,128.7
 
 4,285.9
 (490.9) 4,923.7
Selling and administration138.1
 
 185.1
 
 323.2
Restructuring charges0.8
 
 112.1
 
 112.9
Acquisition-related costs47.4
 
 1.4
 
 48.8
Other operating (loss) income(2.2) 
 12.8
 
 10.6
Operating income4.1
 
 148.5
 
 152.6
Earnings of non-consolidated affiliates1.7
 
 
 
 1.7
Equity income in subsidiaries16.2
 139.0
 
 (155.2) 
Interest expense38.8
 153.9
 4.7
 (5.5) 191.9
Interest income4.7
 
 4.2
 (5.5) 3.4
Income (loss) before taxes(12.1) (14.9) 148.0
 (155.2) (34.2)
Income tax (benefit) provision(8.2) (57.6) 35.5
 
 (30.3)
Net (loss) income$(3.9) $42.7
 $112.5
 $(155.2) $(3.9)
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year Ended December 31, 2018
(In millions)

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Net income$327.9
 $171.4
 $428.9
 $(600.3) $327.9
Other comprehensive loss, net of tax:
 
 
 
 
Foreign currency translation adjustments, net
 
 (22.2) 
 (22.2)
Unrealized losses on derivative contracts, net(11.7) 
 
 
 (11.7)
Pension and postretirement liability adjustments, net(69.6) 
 (5.3) 
 (74.9)
Amortization of prior service costs and actuarial losses, net26.3
 
 2.0
 
 28.3
Total other comprehensive loss, net of tax(55.0) 
 (25.5) 
 (80.5)
Comprehensive income$272.9
 $171.4
 $403.4
 $(600.3) $247.4


CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year Ended December 31, 2017
(In millions)

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Net income$549.5
 $501.8
 $494.2
 $(996.0) $549.5
Other comprehensive income, net of tax:
 
 
 
 
Foreign currency translation adjustments, net
 
 31.7
 
 31.7
Unrealized losses on derivative contracts, net(1.7) 
 
 
 (1.7)
Pension and postretirement liability adjustments, net(12.3) 
 (9.3) 
 (21.6)
Amortization of prior service costs and actuarial losses, net15.3
 
 1.7
 
 17.0
Total other comprehensive income, net of tax1.3
 
 24.1
 
 25.4
Comprehensive income$550.8
 $501.8
 $518.3
 $(996.0) $574.9




CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended December 31, 2015
(In millions)


 
 
 
 

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Sales$1,215.4
 $
 $2,002.5
 $(363.5) $2,854.4
Operating expenses:
 
 

 
 
Cost of goods sold1,057.8
 
 1,792.5
 (363.5) 2,486.8
Selling and administration110.0
 
 76.3
 
 186.3
Restructuring charges0.7
 
 2.0
 
 2.7
Acquisition-related costs117.9
 
 5.5
 
 123.4
Other operating (loss) income(4.0) 
 49.7
 
 45.7
Operating (loss) income(75.0) 
 175.9
 
 100.9
Earnings of non-consolidated affiliates1.7
 
 
 
 1.7
Equity income in subsidiaries90.2
 19.7
 
 (109.9) 
Interest expense60.9
 37.0
 4.5
 (5.4) 97.0
Interest income3.1
 
 3.4
 (5.4) 1.1
Income (loss) before taxes(40.9) (17.3) 174.8
 (109.9) 6.7
Income tax (benefit) provision(39.5) (12.7) 60.3
 
 8.1
Net (loss) income$(1.4) $(4.6) $114.5
 $(109.9) $(1.4)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended December 31, 2019
(In millions)

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Net operating activities$133.2
 $
 $484.1
 $
 $617.3
Investing Activities
 
 
 
 
Capital expenditures(152.4) 
 (233.2) 
 (385.6)
Proceeds from disposition of affiliated companies20.0
 
 
 
 20.0
Distributions from consolidated subsidiaries, net3.1
 
 
 (3.1) 
Net investing activities(129.3) 
 (233.2) (3.1) (365.6)
Financing Activities
 
 
 
 
Long-term debt:         
Borrowings800.0
 
 25.0
 
 825.0
Repayments(51.2) (543.0) (150.0) 
 (744.2)
Common stock repurchased and retired(145.9) 
 
 
 (145.9)
Stock options exercised1.7
 
 
 
 1.7
Dividends paid(129.3) 
 (3.1) 3.1
 (129.3)
Debt issuance costs(16.6) 
 
 
 (16.6)
Intercompany financing activities(543.0) 543.0
 
 
 
Net financing activities(84.3) 
 (128.1) 3.1
 (209.3)
Effect of exchange rate changes on cash and cash equivalents
 
 (0.3) 
 (0.3)
Net (decrease) increase in cash and cash equivalents(80.4) 
 122.5
 
 42.1
Cash and cash equivalents, beginning of year92.0
 
 86.8
 
 178.8
Cash and cash equivalents, end of year$11.6
 $
 $209.3
 $
 $220.9



CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year Ended December 31, 2017
(In millions)


 
 
 
 

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Net income$549.5
 $501.8
 $494.2
 $(996.0) $549.5
Other comprehensive income, net of tax:
 
 
 
 
Foreign currency translation adjustments, net
 
 31.7
 
 31.7
Unrealized losses on derivative contracts, net(1.7) 
 
 
 (1.7)
Pension and postretirement liability adjustments, net(12.3) 
 (9.3) 
 (21.6)
Amortization of prior service costs and actuarial losses, net15.3
 
 1.7
 
 17.0
Total other comprehensive income, net of tax1.3
 
 24.1
 
 25.4
Comprehensive income$550.8
 $501.8
 $518.3
 $(996.0) $574.9
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended December 31, 2018
(In millions)

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Net operating activities$529.8
 $
 $378.0
 $
 $907.8
Investing Activities
 
 
 
 
Capital expenditures(149.8) 
 (235.4) 
 (385.2)
Proceeds from disposition of property, plant and equipment
 
 2.9
 
 2.9
Distribution from consolidated subsidiaries, net95.0
 95.0
 
 (190.0) 
Net investing activities(54.8) 95.0
 (232.5) (190.0) (382.3)
Financing Activities

 

 

 

 

Long-term debt:         
Borrowings550.0
 
 20.0
 
 570.0
Repayments(21.0) (780.4) (144.7) 
 (946.1)
Common stock repurchased and retired(50.0) 
 
 
 (50.0)
Stock options exercised3.4
 
 
 
 3.4
Dividends paid(133.6) (95.0) (95.0) 190.0
 (133.6)
Debt issuance costs(8.5) 
 
 
 (8.5)
Intercompany financing activities(780.4) 780.4
 
 
 
Net financing activities(440.1) (95.0) (219.7) 190.0
 (564.8)
Effect of exchange rate changes on cash and cash equivalents
 
 (0.3) 
 (0.3)
Net increase (decrease) in cash and cash equivalents34.9
 
 (74.5) 
 (39.6)
Cash and cash equivalents, beginning of year57.1
 
 161.3
 
 218.4
Cash and cash equivalents, end of year$92.0
 $
 $86.8
 $
 $178.8



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended December 31, 2017
(In millions)

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Net operating activities$472.0
 $
 $176.8
 $
 $648.8
Investing Activities
 
 
 
 
Capital expenditures(89.1) 
 (205.2) 
 (294.3)
Payments under long-term supply contracts
 
 (209.4) 
 (209.4)
Proceeds from disposition of property, plant and equipment
 
 5.2
 
 5.2
Distribution from consolidated subsidiaries, net2.7
 
 
 (2.7) 
Net investing activities(86.4) 
 (409.4) (2.7) (498.5)
Financing Activities

 

 

 

 

Long-term debt:

 

 

 

 

Borrowings620.0
 1,375.0
 40.5
 
 2,035.5
Repayments(690.8) (1,334.1) (13.0) 
 (2,037.9)
Stock options exercised29.8
 
 
 
 29.8
Dividends paid(133.0) 
 (2.7) 2.7
 (133.0)
Debt issuance costs(8.3) (2.9) 
 
 (11.2)
Intercompany financing activities(171.4) (38.0) 209.4
 
 
Net financing activities(353.7) 
 234.2
 2.7
 (116.8)
Effect of exchange rate changes on cash and cash equivalents
 
 0.4
 
 0.4
Net increase in cash and cash equivalents31.9
 
 2.0
 
 33.9
Cash and cash equivalents, beginning of year25.2
 
 159.3
 
 184.5
Cash and cash equivalents, end of year$57.1
 $
 $161.3
 $
 $218.4

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year Ended December 31, 2016
(In millions)


 
 
 
 

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Net (loss) income$(3.9) $42.7
 $112.5
 $(155.2) $(3.9)
Other comprehensive income (loss), net of tax:
 
 
 
 
Foreign currency translation adjustments, net
 
 (12.0) 
 (12.0)
Unrealized gains on derivative contracts, net19.7
 
 
 
 19.7
Pension and postretirement liability adjustments, net(25.3) 
 (12.2) 
 (37.5)
Amortization of prior service costs and actuarial losses, net10.9
 
 1.4
 
 12.3
Total other comprehensive income (loss), net of tax5.3
 
 (22.8) 
 (17.5)
Comprehensive income (loss)$1.4
 $42.7
 $89.7
 $(155.2) $(21.4)


CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year Ended December 31, 2015
(In millions)


 
 
 
 

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Net (loss) income$(1.4) $(4.6) $114.5
 $(109.9) $(1.4)
Other comprehensive loss, net of tax:
 
 
 
 
Foreign currency translation adjustments, net
 
 (9.8) 
 (9.8)
Unrealized losses on derivative contracts, net(2.7) 
 
 
 (2.7)
Pension and postretirement liability adjustments, net(73.7) 
 (5.1) 
 (78.8)
Amortization of prior service costs and actuarial losses, net39.6
 
 2.3
 
 41.9
Total other comprehensive loss, net of tax(36.8) 
 (12.6) 
 (49.4)
Comprehensive (loss) income$(38.2) $(4.6) $101.9
 $(109.9) $(50.8)




CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended December 31, 2017
(In millions)


 
 
 
 

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Net operating activities$472.0
 $
 $176.8
 $
 $648.8
Investing Activities
 
 
 
 
Capital expenditures(89.1) 
 (205.2) 
 (294.3)
Payments under long-term supply contracts
 
 (209.4) 
 (209.4)
Proceeds from disposition of property, plant and equipment

 
 5.2
 
 5.2
Distributions from consolidated subsidiaries, net2.7
 
 
 (2.7) 
Net investing activities(86.4) 
 (409.4) (2.7) (498.5)
Financing Activities
 
 
 
 
Long-term debt:         
Borrowings620.0
 1,375.0
 40.5
 
 2,035.5
Repayments(690.8) (1,334.1) (13.0) 
 (2,037.9)
Stock options exercised29.8
 
 
 
 29.8
Dividends paid(133.0) 
 (2.7) 2.7
 (133.0)
Debt and equity issuance costs(8.3) (2.9) 
 
 (11.2)
Intercompany financing activities(171.4) (38.0) 209.4
 
 
Net financing activities(353.7) 
 234.2
 2.7
 (116.8)
Effect of exchange rate changes on cash and cash equivalents
 
 0.4
 
 0.4
Net increase in cash and cash equivalents31.9
 
 2.0
 
 33.9
Cash and cash equivalents, beginning of year25.2
 
 159.3
 
 184.5
Cash and cash equivalents, end of year$57.1
 $
 $161.3
 $
 $218.4


CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended December 31, 2016
(In millions)


 
 
 
 

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Net operating activities$702.6
 $
 $(99.4) $
 $603.2
Investing Activities
 
 
 
 
Capital expenditures(65.7) 
 (212.3) 
 (278.0)
Business acquired and related transactions, net of cash acquired(69.5) 
 
 
 (69.5)
Payments under long-term supply contracts
 
 (175.7) 
 (175.7)
Proceeds from sale/leaseback of equipment
 
 40.4
 
 40.4
Proceeds from disposition of property, plant and equipment0.2
 
 0.3
 
 0.5
Proceeds from disposition of affiliated companies
8.8
 
 
 
 8.8
Net investing activities(126.2) 
 (347.3) 
 (473.5)
Financing Activities

 

 

 

 

Long-term debt:         
Borrowings
 
 230.0
 
 230.0
Repayments(335.6) (67.5) (32.2) 
 (435.3)
Stock options exercised0.5
 
 
 
 0.5
Excess tax benefits from stock-based compensation0.4
 
 
 
 0.4
Dividends paid(132.1) 
 
 
 (132.1)
Debt and equity issuance costs
 (1.0) 
 
 (1.0)
Intercompany financing activities(203.8) 68.5
 135.3
 
 
Net financing activities(670.6) 
 333.1
 
 (337.5)
Effect of exchange rate changes on cash and cash equivalents
 
 0.3
 
 0.3
Net decrease in cash and cash equivalents(94.2) 
 (113.3) 
 (207.5)
Cash and cash equivalents, beginning of year119.4
 
 272.6
 
 392.0
Cash and cash equivalents, end of year$25.2
 $
 $159.3
 $
 $184.5


CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended December 31, 2015
(In millions)


 
 
 
 

Parent Guarantor Issuer Subsidiary
Non-Guarantor
 Eliminations Total
Net operating activities$(70.6) $
 $287.7
 $
 $217.1
Investing Activities
 
 
 
 
Capital expenditures(74.0) 
 (56.9) 
 (130.9)
Business acquired and related transactions, net of cash acquired(408.1) 
 
 
 (408.1)
Proceeds from disposition of property, plant and equipment1.7
 
 24.5
 
 26.2
Proceeds from disposition of affiliated companies
8.8
 
 
 
 8.8
Net investing activities(471.6) 
 (32.4) 
 (504.0)
Financing Activities
 
 
 
 
Long-term debt:
 
 
 
 
Borrowings1,275.0
 
 
 
 1,275.0
Repayments(149.5) 
 (581.2) 
 (730.7)
Stock options exercised2.2
 
 
 
 2.2
Excess tax benefits from stock-based compensation0.4
 
 
 
 0.4
Dividends paid(79.5) 
 
 
 (79.5)
Debt and equity issuance costs(35.2) (10.0) 
 
 (45.2)
Intercompany financing activities(591.2) 10.0
 581.2
 

 
Net financing activities422.2
 
 
 
 422.2
Effect of exchange rate changes on cash and cash equivalents
 
 (0.1) 
 (0.1)
Net (decrease) increase in cash and cash equivalents(120.0) 
 255.2
 
 135.2
Cash and cash equivalents, beginning of year239.4
 
 17.4
 
 256.8
Cash and cash equivalents, end of year$119.4
 $
 $272.6
 $
 $392.0


NOTE 28. OTHER FINANCIAL DATA


Quarterly Data (Unaudited)


($ in millions, except per share data)
2017 First
Quarter
 Second
Quarter
 Third
Quarter
 Fourth
Quarter
 Year
2019 First Quarter Second Quarter Third Quarter Fourth Quarter Year
Sales $1,567.1
 $1,526.5
 $1,554.9
 $1,619.9
 $6,268.4
 $1,553.4
 $1,592.9
 $1,576.6
 $1,387.1
 $6,110.0
Cost of goods sold 1,393.7
 1,404.1
 1,345.6
 1,396.2
 5,539.6
 1,347.3
 1,463.7
 1,357.6
 1,270.6
 5,439.2
Net income (loss) 13.4
 (5.9) 52.7
 489.3
 549.5
 41.7
 (20.0) 44.2
 (77.2) (11.3)
Net income (loss) per common share:                    
Basic 0.08
 (0.04) 0.32
 2.93
 3.31
 0.25
 (0.12) 0.27
 (0.49) (0.07)
Diluted 0.08
 (0.04) 0.31
 2.89
 3.26
 0.25
 (0.12) 0.27
 (0.49) (0.07)
Common dividends per share 0.20
 0.20
 0.20
 0.20
 0.80
 0.20
 0.20
 0.20
 0.20
 0.80
Market price of common stock(1)
          
High 33.88
 33.67
 34.85
 37.52
 37.52
Low 25.43
 27.79
 28.45
 33.34
 25.43
2018 First Quarter Second Quarter Third Quarter Fourth Quarter Year
Sales $1,710.3
 $1,728.4
 $1,872.4
 $1,635.0
 $6,946.1
Cost of goods sold 1,528.7
 1,460.7
 1,441.7
 1,391.0
 5,822.1
Net income 20.9
 58.6
 195.1
 53.3
 327.9
Net income per common share:          
Basic 0.13
 0.35
 1.17
 0.32
 1.97
Diluted 0.12
 0.35
 1.16
 0.32
 1.95
Common dividends per share 0.20
 0.20
 0.20
 0.20
 0.80

2016 First
Quarter
 Second
Quarter
 Third
Quarter
 Fourth
Quarter
 Year
Sales $1,348.2
 $1,364.0
 $1,452.7
 $1,385.7
 $5,550.6
Cost of goods sold 1,175.4
 1,236.9
 1,284.4
 1,227.0
 4,923.7
Net (loss) income (37.9) (1.0) 17.5
 17.5
 (3.9)
Net (loss) income per common share:          
Basic (0.23) (0.01) 0.11
 0.11
 (0.02)
Diluted (0.23) (0.01) 0.11
 0.10
 (0.02)
Common dividends per share 0.20
 0.20
 0.20
 0.20
 0.80
Market price of common stock(1)
          
High 17.75
 24.99
 26.46
 26.93
 26.93
Low 12.29
 16.55
 18.24
 19.62
 12.29

(1)NYSE composite transactions.


Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


Not applicable.


Item 9A.  CONTROLS AND PROCEDURES


Our chief executive officer and our chief financial officer evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2017.2019.  Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of such date, our disclosure controls and procedures were effective to ensure that information Olin is required to disclose in the reports that it files or submits with the SEC under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and to ensure that information we are required to be discloseddisclose in such reports is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.


ThereIn 2017, we began a multi-year implementation of new enterprise resource planning, manufacturing, and engineering systems. The project includes the required information technology infrastructure (collectively, the Information Technology Project).  Implementing the Information Technology Project involves significant changes in business processes and extensive organizational training.  During the second and third quarters of 2019, we implemented portions of the Information Technology Project to support and integrate significant processes, some of which relate to internal control over financial reporting and disclosure controls and procedures.  We believe we have taken and will continue to take the necessary steps to implement, monitor and maintain appropriate internal controls during the Information Technology Project transition period.  In connection with the Information Technology Project, we expect there will be a significant redesign of our business processes, some of which relate to internal control over financial reporting and disclosure controls.  Other than the aforementioned Information Technology Project, there have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 20172019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Management’s report on internal control over financial reporting and the related report of Olin’s independent registered public accounting firm, KPMG LLP, are included in Item 8—“Consolidated Financial Statements and Supplementary Data.”



Item 9B.  OTHER INFORMATION


Not applicable.


PART III


Item 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


We incorporate the biographical information relating to our Directors under the heading ITEM 1—“PROPOSAL FOR THE ELECTION OF DIRECTORS” in our Proxy Statement relating to our 20182020 Annual Meeting of Shareholders (the “Proxy Statement”) by reference in this Report.  We incorporate the biographical information regarding executive officers under the heading “EXECUTIVE OFFICERS” in our Proxy Statement by reference in this report. We incorporate the information regarding compliance with Section 16 of the Securities Exchange Act of 1934, as amended, under the heading entitled “SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE” in our Proxy Statement by reference in this Report.


The information with respect to our audit committee, including the audit committee financial expert, is incorporated by reference in this Report to the information contained in the paragraph entitled “CORPORATE GOVERNANCE MATTERS—What Are The Committees Of The Board?” in our Proxy Statement.  We incorporate by reference in this Report information regarding procedures for shareholders to nominate a director for election, in the Proxy Statement under the headings “MISCELLANEOUS—How can I directly nominate a director for election to the board at the 20192021 annual meeting?” and “CORPORATE GOVERNANCE MATTERS—What Is Olin’s Director Nomination Process?”.


We have adopted a code of business conduct and ethics for directors, officers and employees, known as the Code of Conduct. The Code of Conduct is available in the About, Olin, EthicsOur Values section of our website at www.olin.com. Olin intends to satisfy disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, any provision of the Code of Conduct with respect to its executive officers or directors by posting such amendment or waiver on its website.


Item 11.  EXECUTIVE COMPENSATION


The information in the Proxy Statement under the heading “CORPORATE GOVERNANCE MATTERS—Compensation Committee Interlocks and Insider Participation,” and the information under the heading “COMPENSATION DISCUSSION AND ANALYISIS”ANALYSIS” through the information under the heading “COMPENSATION COMMITTEE REPORT,” are incorporated by reference in this Report.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


We incorporate the information concerning holdings of our common stock by certain beneficial owners contained under the heading “CERTAIN BENEFICIAL OWNERS” in our Proxy Statement, and the information concerning beneficial ownership of our common stock by our directors and officers under the heading “SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS” in our Proxy Statement by reference in this Report. We also incorporate the table entitled “Equity


Equity Compensation Plan Information” includedInformation

  (a)  (b)  (c)
Plan Category 
Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)
  Weighted-average exercise price of outstanding options, warrants and rights  
Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)(1)
Equity compensation plans approved by security holders(2)
 8,319,865
(3) 
 $24.95
(3) 
 7,948,895
Equity compensation plans not approved by security holders N/A
  N/A
  N/A
Total 8,319,865
  $24.95
(3) 
 7,948,895

(1)Number of shares is subject to adjustment for changes in capitalization for stock splits and stock dividends and similar events.
(2)Consists of the 2000 Long Term Incentive Plan, the 2003 Long Term Incentive Plan, the 2006 Long Term Incentive Plan, the 2009 Long Term Incentive Plan, the 2014 Long Term Incentive Plan, the 2016 Long Term Incentive Plan, the 2018 Long Term Incentive Plan and the 1997 Stock Plan for Non-employee Directors.
(3)Includes:
7,210,551 shares issuable upon exercise of options with a weighted-average exercise price of $24.95, and a weighted-average remaining term of 6.4 years,
171,050 shares issuable under restricted stock unit grants, with a weighted-average remaining term of 1.9 years,
757,200 shares issuable in connection with outstanding performance share awards, with a weighted-average term of 2.5 years remaining in the performance measurement period, and
181,064 shares under the heading “Item 2—Proposal to Approve1997 Stock Plan for Non-employee Directors which represent stock grants for retainers, other board and committee fees and dividends on deferred stock under the Olin Corporation 2018 Long Term Incentive Plan” in our Proxy Statement by reference in this Report.plan.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE


We incorporate the information under the headings “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” and “CORPORATE GOVERNANCE MATTERS—Which Board Members Are Independent?” in our Proxy Statement by reference in this Report.


Item 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES


We incorporate the information concerning the accounting fees and services of our independent registered public accounting firm, KPMG LLP, under the heading ITEM 4—3—“PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” in our Proxy Statement by reference in this Report.



PART IV


Item 15.  EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES


(a)    1.  Consolidated Financial Statements


Consolidated financial statements of the registrant are included in Item 8 above.


2.  Financial Statement Schedules


Schedules not included herein are omitted because they are inapplicable or not required or because the required information is given in the consolidated financial statements and notes thereto.


Separate consolidated financial statements of our 50% or less owned subsidiaries accounted for by the equity method are not summarized herein and have been omitted because, in the aggregate, they would not constitute a significant subsidiary.3.  Exhibits

3.  Exhibits


The following exhibits are filed with this Annual Report on Form 10-K, unless incorporated by reference. Management contracts and compensatory plans and arrangements are listed as Exhibits 10(a) through 10(hh)10(w). We are party to a number of other instruments defining the rights of holders of long-term debt. No such instrument authorizes an amount of securities in excess of 10% of the total assets of Olin and its subsidiaries on a consolidated basis. Olin agrees to furnish a copy of each instrument to the Commission upon request.


21

(a)
2
(a)
3

(a)
 (b)
 (c)
4

(a)
(b)
 (b)(c)
 (c)(d)
 (d)(e)
 (e)(f)
 (f)(g)
 (g)(h)
 (h)(i)
 (i)(j)

(k)

 (j)(l)
 (k)(m)
 (l)(n)
 (m)(o)
 (n)(p)
 (o)(q)
 (p)(r)
 (q)(s)
 (r)(t)
(u)
(v)
 (s)(w)
 (t)(x)
 (u)(y)
 (v)(z)
 (w)(aa)
 (x)(bb)
 (y)(cc)
 (z)(dd)
 (aa)(ee)
 (bb)(ff)

(gg)
 (cc)(hh)
(ii)
10

(a)
(b)

(c)
 (d)(b)
 (e)(c)
(d)
(e)
 (f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
(n)
(o)
(p)
(q)
(r)
 (s)(g)
(t)
 (u)(h)
 (v)(i)
 (w)(j)
 (x)(k)
 (y)(l)
 (z)(m)
 (aa)(n)
(bb)
 (cc)(o)
(dd)
(ee)

(ff)
 (gg)(p)
(q)
 (hh)(r)
(s)
(t)
(u)
(v)
(w)
 (ii)(x)

 (jj)(y)
 (kk)(z)
 (ll)(aa)
 (mm)(bb)
 (nn)(cc)
(oo)
 (pp)(dd)
 (qq)(ee)
 (rr)(ff)
 (ss)(gg)
 (tt)(hh)
(ii)
 (uu)(jj)
 (vv)(kk)
 (ww)(ll)
(mm)
(nn)
 (xx)(oo)
 (yy)(pp)
 (zz)(qq)
11

 
1221

 
23
31.1

2131.2

 
23
31.1
31.2
32

 
101.INS

 XBRL Instance DocumentDocument**
101.SCH

 XBRL Taxonomy Extension Schema Document
101.CAL

 XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF

 XBRL Taxonomy Extension Definition Linkbase Document
101.LAB

 XBRL Taxonomy Extension Label Linkbase Document
101.PRE

 XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded in the Exhibit 101 Interactive Data Files)
*Previously filed as indicated and incorporated herein by reference.  Exhibits incorporated by reference are located in SEC file No. 1-1070 unless otherwise indicated.

**The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline eXtensible Business Reporting Language (iXBRL) document. The consolidated financial statements and notes thereto contained in Part II, Item 8 were formatted in iXBRL in this Annual Report on Form 10-K.

Any exhibit is available from Olin by writing to the Secretary, Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA.


Shareholders may obtain information from EQ Shareowner Services, our registrar and transfer agent, who also manages our Automatic Dividend Reinvestment Plan by writing to:  EQ Shareowner Services, 1110 Centre Pointe Curve, Suite 101, MAC N9173-010, Mendota Heights, MN 55120 USA, by telephone from the United States at 1-800-468-9716800-401-1957 or outside the United States at 1-651-450-4064651-450-4064 or via the Internet under “Contact Us” at www.shareowneronline.com, click on “contact us”.


Item 16.  FORM 10-K SUMMARY


None.

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: February 26, 201824, 2020
 OLIN CORPORATION
 By:/s/ John E. Fischer
  John E. Fischer 
  Chairman, President and Chief Executive Officer 


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.



Signature Title Date
     
/s/    JOHN E. FISCHER
 
John E. Fischer
 Chairman, President and Chief Executive Officer and Director (Principal Executive Officer) February 26, 201824, 2020
/s/    HEIDI S. ALDERMAN

Heidi S. Alderman
DirectorFebruary 24, 2020
/s/    BEVERLEY A. BABCOCK

Beverley A. Babcock
DirectorFebruary 24, 2020
     
/s/    GRAY G. BENOIST
 
Gray G. Benoist
 Director February 26, 2018
/s/    DONALD W. BOGUS
Donald W. Bogus
DirectorFebruary 26, 201824, 2020
     
/s/    C. ROBERT BUNCH
 
C. Robert Bunch
 Director February 26, 201824, 2020
     
/s/    RANDALL W. LARRIMORE
 
Randall W. Larrimore
 Director February 26, 201824, 2020
     
/s/    JOHN M. B. O’CONNOR
 
John M. B. O’Connor
 Director February 26, 2018
/s/    RICHARD M. ROMPALA
Richard M. Rompala
DirectorFebruary 26, 201824, 2020
     
/s/    EARL L. SHIPP


 
Earl L. Shipp
 Director February 26, 201824, 2020
     
/s/    VINCENT J. SMITH
 
Vincent J. Smith
 Director February 26, 201824, 2020
     
/s/    SCOTT M. SUTTON 

Scott M. Sutton
DirectorFebruary 24, 2020

/s/    WILLIAM H. WEIDEMAN


 
William H. Weideman
 Director February 26, 201824, 2020
     
/s/    CAROL A. WILLIAMS


 
Carol A. Williams
 Director February 26, 201824, 2020
     
/s/    TODD A. SLATER
 
Todd A. Slater
 Vice President and Chief Financial Officer (Principal Financial Officer) February 26, 201824, 2020
     
/s/    RANDEE N. SUMNER
 
Randee N. Sumner
 Vice President and Controller (Principal Accounting Officer) February 26, 201824, 2020




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