Olin Corporation (Olin) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO. We are a leading vertically integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. Our operations are concentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. All of our business segments are capital-intensive manufacturing businesses. The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, trichloroethylene and vinylidene chloride, hydrochloric acid, hydrogen, bleach products and potassium hydroxide, which represent 56%represented 58% of 20172023 sales. The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone and phenol), allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and downstreamsystems and growth products such as differentiatedconverted epoxy resins and additives, which represent 33%represented 20% of 20172023 sales. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges and clay targets, which represent 11%represented 22% of 20172023 sales. See our discussion of our segment disclosures contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

In May 2017,2023, our Chief Executive Officer (CEO) executed the annual Section 303A.12(a) CEO Certification required by the New York Stock Exchange (NYSE), certifying that he was not aware of any violation of the NYSE’s corporate governance listing standards by us. Additionally, our Chief Executive Officer and Chief Financial Officer (CFO) executed the required Sarbanes-Oxley Act of 2002 Sections 302 and 906 certifications relating to this Annual Report on Form 10-K, which are filed with the SEC as exhibits to this Annual Report on Form 10-K.

We have been involved in the chlor alkali industry for more than 120approximately 130 years and are a major participant inconsider ourselves the leading global chlor alkali industry.and derivatives producer. Chlorine, caustic soda and hydrogen are co-produced commercially by the electrolysis of salt.  These co-produced products are produced simultaneously, and insalt at 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, we have the largest global chlor alkali capacity, according to data from IHS, Inc. (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 manufacturemanufacturing of vinyls intermediates, 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. In addition to marketing Olin produced EDC, we also purchase EDC for re-sale on a global basis. EDC and VCM are precursors for polyvinyl chloride (PVC). PVC is, a plasticmaterial 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 DowDuPont in Brazil. The off-take arrangement with DowDuPont in Brazil entitles the Chlor Alkali ProductsOlin, and Vinyls segment the right to market and sell the caustic sodaglobally produced at DowDuPont’s Aratu, Brazil site.material purchased by Olin for re-sale. 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.

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,hydroxide. These products, along with chlorinated organics products and epoxy resins, generally consume chlorine as a raw material creating downstream applications that upgrade the value of chlorine and enable caustic soda production. Asthe ECU. Our industry leadersleadership in the production of chlorinated organics and epoxy resins, we have nineteen integratedas well as other products, offers us multiple outlets for our captive chlorine.

Our Chlor Alkali Products and Vinyls segment currently maintains strong relationships with DowDuPont 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 DowDuPont include chlorine, cell effluent, chlorinated organics and VCM. Key raw materials received from DowDuPont includematerials. Electricity, salt, ethylene and electricity. Ethylene is supplied for the vinyls business under a long-term supply arrangement with DowDuPont whereby we receive ethylene at integrated producer economics.

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,We believe 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 manufacturingsegment’s cost position which is driven by a combination of scale andbenefits from integration into low costlow-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 and precursors, including upstream productsaromatics (acetone and phenol), allylics, such as allyl chloride (Allyl) and epichlorohydrin (EPI), midstream productsresins such as liquid epoxy resins (LER) and solid epoxy resins (SER) and downstreamsystems and growth platform products such as differentiatedconverted epoxy resins (CER) and additives.

The Epoxy segment serves a diverse array of applications, many of which are focused on improving sustainability and lowering greenhouse emissions, 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 aresegment sells primarily in North America and Western Europe. The segment’s product issegment products are delivered primarily by marine vessel, deep-water and coastal barge, railcar and truck.

On October 1, 2020, Winchester was awarded, along with one other company, a sharedassumed full management and operational control of the Lake City Army Ammunition Plant (Lake City) in Independence, MO. The U.S. Army selected Winchester to operate and manage Lake City in September 2019. The contract to provideis for the production of small caliber military 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.

Winchester purchases raw materials such as copper-based strip and ammunition cartridge case cups and lead from vendors, pursuant to multi-year contracts, 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.

Olin has an international presence, including the geographic regions of Europe, Asia Pacific and Latin America. Approximately 43%33% of Olin’s 20172023 sales were generated outside of the U.S., including 34%32% of our Chlor Alkali Products and Vinyls 20172023 segment sales, 69%57% of our Epoxy 20172023 segment sales and 10%11% of our Winchester 20172023 segment sales. See the Note 20 “Segment Information” of the notes to consolidated financial statements contained in Item 8, for geographic segment data. We are incorporating our segment information from that Note into this section of our Form 10-K.

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, who was our largest customer by revenue in 2017, representing approximately 14% 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 otherDuring 2023, no single customer accounted for more than 6%10% 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, gun clubs, other distributors and the U.S. Government and its prime contractors.

The total amount of contractedestimated backlog was approximately $174.1$914 million and $316.7$838 million as of January 31, 20182024 and 2017,2023, respectively. The backlog orders are associated with contractual orders in our Winchester business. Backlogs in our other businesses are not significant. Backlog is comprised of all open customer orders which have been received, but not yet shipped. 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%90% of the contracted backlog as of January 31, 20182024, is expected to be filledfulfilled during 2018.

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.

We are amongbelieve our Winchester business is one of the largest global 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, ourammunition. Our Winchester business and Vista Outdoor Inc. (Vista), and Remington Outdoor Company, Inc. (Remington) are among the three largest commercial ammunition manufacturers in the U.S. The ammunition industry is highly competitive with us,Olin, Vista Remington,and numerous smaller domestic manufacturers and foreign producers competing for sales to the commercial ammunition customers. Many factors influence our ability to compete successfully, including price, delivery, service, performance, product innovation and product recognition and quality, depending on the product involved.

As of December 31, 2017,2023, we had approximately 6,4007,326 employees with 5,300 working in the U.S. and 1,100 working in foreign countries.broken out as follows:

Our research activities are conducted on a product-group basis at a number of facilities. Company-sponsored research expenditures were $14.5$20.0 million, $18.3 million and $20.4 million in 2017, $10.9 million in 20162023, 2022 and $4.9 million in 2015.

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.

Our sales are affected by the cyclicality of the economyeconomic downturns and the seasonality of several industries we serve, including building and construction, coatings, oil and gas, infrastructure, electronics, automotive, bleach,water treatment, 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 asOur Epoxy segment also serves a resultnumber of changes in demand for eachapplications which experience their highest level of activity during the co-produced productsspring and as a result of the large increments in which new capacity is addedsummer months, particularly civil engineering and removed.  Because chlorineprotective coatings 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 supplyother construction materials, including composites and demand. The cyclicality of the chlor alkali industry has further impacts on

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.

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.

See our discussion of ouron environmental matters contained in Item 3—“Legal Proceedings” below, the Note 21 “Environmental” of the notes to consolidated financial statements contained in Item 8 and under the heading “Environmental Matters” in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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. The following summarizes the risks and uncertainties that we consider to be material and that may adversely affect our business, financial condition, results of operations, cash flows and/or reputation. Additional risks and uncertainties that we are unaware of or that we currently deem immaterial also may become important factors that affect us.

The businessOur industries and the businesses 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, seasonal 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, industry conditions, 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.products.

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 other world economies, increases in interest rates, or unfavorable currency fluctuations.fluctuations or prolonged effects of global public health crises, including pandemics. Economic conditions in other regions of the world, predominantly Asia and Europe, can adversely affect the balance between global supply and demand for our chemical products and increase the amount of caustic sodaproducts produced and made available for export to North America. TheAmerica and other jurisdictions in which we sell. Any significant increased caustic sodaproduct supply cancould put downward pressure on our caustic soda prices,product pricing, negatively impactingaffecting our profitability.

Our historical operating results reflect the cyclicalindustries and sometimes volatile nature of the chemical and ammunition industries. We experience cycles of fluctuating supply and demand in each of our business segments experience fluctuating supply and demand, particularly in our Chlor Alkali Products and Vinyls segment, which can 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. We believe our strategic operating model can mitigate pricing pressure historically experienced during periods of supply exceeding demand. Nevertheless, we cannot assure you that increased pricing pressure will not affect our operating results in the future during these periods. Another factor influencing demand and pricing for chlorine and caustic sodachemical products is the price of natural gas.energy. 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 themour customers less competitive in world markets.markets, negatively affecting the demand and pricing for our chemical products.

In the chlor alkali industry,chemical industries in which we operate, price is one of the major supplier selection criterion. We have little or no abilitycriteria. Pricing is subject to influence prices in these large commodity markets.a variety of factors, some of which are outside of our control. 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 executing our strategic operating model and by reducing costs through improving production efficiency, emphasizing higher margin products and by controlling transportation, selling and administrationadministrative expenses, we cannot assure you that these efforts will be sufficient to fully offset the effect of possible decreases in pricing on operating results.

BecauseChlorine and caustic soda are produced simultaneously and in a fixed ratio of 1.0 ton of chlorine to 1.1 tons of caustic soda. 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 we cannot store large quantities of chlorine, we may not be able to respond to an imbalance in customer demand for these products quickly or efficiently. To mitigate exposure and maximize value from the entire ECU, we continually take a number of actions, including, managing our production rates to the prevailing weaker side of the cyclical natureECU, leveraging our portfolio of chlorine and chlorine derivatives outlets and entering into purchase for re-sale transactions. If our efforts are not successful and a substantial imbalance occurred, we might need to take actions that could have a material adverse effect on our business.

Our Epoxy segment is also subject to changes in operating results as a result of pricing pressures. Selling prices of epoxy materials are affected by changes in raw material costs, including energy, propylene and benzene, customer demand, and global fluctuations in supply and demand. Periods of supply/demand imbalances, particularly changes in trade flows within Asia Pacific markets, particularly China, can result in increased pricing pressure on our epoxy products. Declines in average selling prices of products of our businesses, weEpoxy segment could have a material adverse effect on our business.

We cannot assure you that pricing or profitability in the future will be comparable to any particular historical period, including the most recent period shown in our operating results. We cannot assure you that the chlor alkalichemical industry or ammunition industry will not experience adverse trends in the future, or thatfuture.

Our Winchester and Epoxy segments are also subjectstrategic operating model in our chemicals businesses prioritizes ECU margins over sales volume. Adopted in late 2020, this model represents a change to changes in operating results as a result of cyclical pricing pressures, but to a lesser extent thanhow 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, and declines in average selling prices of products of our Winchester and Epoxy segments could adversely affect our profitability.

On February 19, 2024, we announced that our Board of Directors appointed Kenneth Lane, as President and resultsChief Executive Officer of operations. In addition, manyOlin, effective as of March 18, 2024. Mr. Lane will succeed Scott Sutton, who will be stepping down as President and Chief Executive Officer and Director of Olin on March 18, 2024. Our success depends in large part on our ability to recruit and retain a qualified successor to Mr. Sutton and the continued availability and service of our long-term contracts contain provisions that allow their suppliers to limit the amount of raw materials shipped to us below the contracted amountother executive officers and senior management. The market for executive officers and senior management in force majeure 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,industry is competitive and we may not be able to obtain these raw materials from alternative suppliersretain our executive officers and senior management. We must continue to recruit, retain, and motivate management and other team members sufficiently, both to maintain our current business and to execute our long-term strategic initiatives. The loss of any of our executive officers or obtain new long-term supply agreementsother key senior management without sufficient advance notice could prevent or delay the implementation and completion of our strategic initiatives, divert management’s attention to seeking qualified replacements, be disruptive to our daily operations or impact public or market perception. Any failure by us to manage a successful leadership transition of an executive officer and to timely identify a qualified permanent replacement could have a material adverse effect on terms comparable or favorable to us.our business.

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. In addition, an increase in costs generally as a result of rising inflation, or in a particular sector such as the energy or transportation sector, could result in rising costs which we cannot fully mitigate through product price increases or cost reductions, which could also adversely affect our profitability.

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, propellant 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.

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.business. 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

SecurityPurchased feedstock, including propylene and Chemicals Transportation—New regulations on the transportation of hazardous chemicals and/or the security of chemical manufacturing facilitiesbenzene, and public policy changes related to transportation safety could result in significantly higher operating costs.

Feedstock and energy costs generally follow price trends in crude oil and natural gas, which have had an adverse impactare sometimes volatile. Ultimately, the ability to pass on volume andunderlying 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.

If the availability of any of our principal feedstocks is limited or resultswe are unable to obtain natural gas or energy from any of operations.

Our operations are dependentdepend 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 service providers to manageassist in the management of 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 or other business records. Failure of any one or more than one of our information technology systems could be caused by internal or external events or parties, such as incursions by intruders or hackers, computer viruses, cyber-attacks, failures in hardware or software, or power or telecommunication fluctuations or failures. The failure of our information technology systems to perform as anticipated for any reason or any significant breach of security could disrupt our business and result in numerous adverse consequences, including reduced effectiveness and efficiency of operations, increased costs or loss of important information, or loss of sales, any of which could have a material adverse effect on our business, financial condition or results of operations.business. 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 minimized, should such an event occur.

ImbalanceWe believe our success depends on hiring, retaining and motivating key employees, including executive officers. Our future success depends in Demand for Our Chlor Alkali Products—A loss of a substantial customer for our chlorine or caustic soda could cause an imbalance in customer demand for these products, which could have an adverse effectpart on our resultsability to identify and develop talent throughout the organization who adopt and successfully execute our strategic operating model. The development and retention of operations.

As part of our competitors.growth strategy, we intend to pursue acquisitions and joint venture opportunities consistent with or complementary to our existing business strategies. Successful accomplishment of this objective may be limited by the availability and suitability of acquisition candidates, the ability to obtain regulatory approvals necessary to complete a planned transaction, and by our financial resources. Acquisitions and joint venture transactions involve numerous risks, including

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, 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, results of operations and financial condition.as well as on our ability to satisfy our debt obligations.

Our senior credit facility includes certain financial maintenance covenants requiring us to not exceed a maximum leverage ratio and to maintain a minimum coverage ratio.

Depending on the magnitude and duration of chlor alkali cyclicaleconomic or industry downturns affecting our businesses, including deterioration in prices and volumes, there can be no assurance that we will continue to be in compliance with these ratios. If we failedfail to comply with either of these covenants in a future period and wereare not able to obtain waivers from the lenders, we would need to refinance our current senior credit facilities.facility or our ability to borrow under this facility may be limited. However, there can be no assurance that such refinancing would be available to us on terms that would be acceptable to us or at all.

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.regulations along with economic factors which are outside of our control. These factors include returns on invested assets, the level of certain market interest rates, the discount rates used to determine pension obligations and mortality assumptions used to value liabilities in our pension plans. Changes in these rules and regulations or unfavorable changes to the factors which are used to value the assets and liabilities in our pension plans could impact the calculation of funded status of our pension plan liabilities and the valuation of pension plan assets.plans. They may also result in higher pension costs additional financial statement disclosure, and the need to fund the pension plan.

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 ana material adverse effect on our financial position and resultsbusiness.

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.

Legislation or regulations that may be adopted or modified by U.S. or foreign governments that affect products we produce could significantly affect the sales, costs and profitability of our business, financial positionincluding legislation or results of operations.

The historical financial informationchemical and ammunition industries are subject to extensive legislative and regulatory actions, which could have a material adverse effect on our business. Many of our products and operations are subject to chemical control laws of the Acquired Businesscountries in which they are located. These laws include regulation of chemical substances and inventories under the U.S. Toxic Substances Control Act of 1976 (TSCA) in the U.S. and the Registration, Evaluation and Authorization of Chemicals (REACH) regulation in Europe. Likewise, Congress and government agencies also periodically consider legislation and other regulations related to the ammunition business, and legislative or regulatory actions could affect our ability to manufacture and sell certain types of ammunition, including restrictions on exports to certain countries.

TSCA was amended in 2016, and the U.S. Environmental Protection Agency (EPA) is currently evaluating several of our products and manufacturing processes for additional regulation under the amended law. Certain of our products, or inputs into our manufacturing process, are subject to regulation under current TSCA regulations, and other chemicals or ingredients may not be representativeregulated under the law in the future. In 2022, the EPA proposed a regulation that would ban the use of its resultsasbestos, a principal material used in diaphragm-based chlorine manufacturing in as soon as two years following publication of a final rule. Diaphragm technology-based chlorine production makes up a significant part of Olin’s capacity and this proposed government regulation could significantly increase the cost of production or cause us to close production capacity that would have negative consequences on our business. The EPA has found “unreasonable risk” associated with several of Olin’s chlorinated organic products under the new TSCA law and we anticipate proposed rules from the EPA on these products also present risk to these businesses. Olin also anticipates future regulatory action related to EDC under the amended TSCA law that could significantly affect the sales, costs and profitability of that product line.

We are subject to legal and regulatory claims and proceedings relating to our present and former operations and could become subject to additional claims in the future, some of which could be material. These proceedings may be brought by the government or private parties and may arise out of a number of matters, including, antitrust claims, 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. Defense of these claims can be costly and time-consuming even if ultimately successful. Because of the inherent uncertainties of legal proceedings, we are unable to predict their outcome and therefore cannot determine whether the financial conditioneffect, if it had been operated independentlyany, will be material to our business. We have included additional information with respect to pending legal and regulatory proceedings in Part II, Item 8, under the heading of DowDuPont“Legal Matters” within Note 23, “Commitments and Contingencies,” of our Notes to Consolidated Financial Statements.

The ultimate costs and timing 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, such as changes to environmental laws, changes in the interpretation or implementation of current 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 regulatory agencies may not be a reliable indicatoridentify new chemicals of itsconcern 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 results.that are additional to existing estimates.

The financial informationAccordingly, it is possible that some of the Acquired Business priormatters in which we are involved or may become involved may be resolved unfavorably to us, which could have a material adverse effect on our business. See “Environmental Matters” contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Concern over climate change, GHG emissions in particular, may result in new or increased legal and regulatory requirements to reduce or mitigate impacts to the Closing Dateenvironment. Increased regulatory requirements or demands for enhanced mitigation of environmental impacts may result in increased compliance costs, including capital expenditures, higher energy and included withinraw materials input costs or compliance with more stringent emissions standards, which may cause disruptions in the unaudited pro forma financial information within this document has been derived from the consolidated financial statements and accounting recordsmanufacture of DowDuPont and reflects all direct costs as well as assumptions and allocations made by DowDuPont management. The financial position, resultsour products or an increase in operating costs. Any failure to achieve our ESG goals, or a perception 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.

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.a site partner. The land inon 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.

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

This graph compares the total shareholder return on our common stock with the cumulative total return of the Standard & Poor’s 1000(S&P) 500 Index, (the S&P 1000 Index)500 Chemicals Index and our current peer group of four companies comprised of: Huntsman, Trinseo S.A., Oxy and Westlake (collectively, the Peer Group).S&P Composite 1500 Commodity Chemicals Index.

Data is for the five-year period from December 31, 20122018, through December 31, 2017.2023. The cumulative return includes reinvestment of dividends. The Peer Group is weighted in accordance with market capitalization (closing stock price multiplied by the numberperformance graph assumes an investment of shares outstanding) as$100 on December 31, 2018.

On January 10, 2023, BWA, our joint venture with Hurricane Harvey representing incremental costs to continue operations, unabsorbed fixed manufacturing costsMitsui, began operations. BWA is an independent global trader of ECU-based derivatives, focused on globally traded caustic soda and reduced profits from lost sales. Chlor Alkali ProductsEDC. Olin holds 51% interest and Vinyls 2017 segment earnings were reduced by $27.0 millionexercises control in BWA, and Epoxy 2017 segment earnings were reduced by $27.7 million associated with Hurricane Harvey.

Chlor Alkali Products and Vinyls reported segment income was higher than the prior year dueof $664.2 million for 2023 compared to higher product prices of $385.5$1,181.3 million primarily due to caustic soda, and increased volumes. Partially offsetting these increases were higher costs from turnarounds and outages and electricity costs, primarily driven by natural gas prices.for 2022. Chlor Alkali Products and Vinyls segment results were also negatively impactedlower than in the prior year due to lower volumes and lower pricing, partially offset by Hurricane Harvey.lower raw material and operating costs. The 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.

Epoxy reported segment loss of $31.0 million for 2023 compared to segment income of $388.5 million for 2022. Epoxy segment income included depreciationresults were lower than in the prior year primarily due to lower volumes and amortization expenselower product pricing. Epoxy segment results in 2023 have been impacted by significant exports out of $94.3 millionAsia into the European and $90.0 million in 2017North American markets, negatively impacting pricing and 2016, respectively.

Winchester reported segment income of $72.4$255.6 million for 20172023 compared to $120.9$372.9 million for 2016.2022. Winchester segment results were lower than in the prior year primarily due to lower commercial volumes and pricing, partially offset by higher domestic and international military sales.

Other operating income declinedfor 2023 included a gain of $27.0 million from the sale of our domestic private trucking fleet and operations and an insurance recovery of $15.6 million associated with a second quarter 2022 business interruption at our Plaquemine, LA Chlor Alkali Products and Vinyls facility. Other operating income for 2022 included $13.0 million of gains from the sale of two former manufacturing facilities.

Non-operating pension income includes all components of pension and other postretirement income (costs) other than service costs. Non-operating pension income was lower in 2023 from the prior year primarily due to a lower level of commercial demand for shotshell, pistol and rifle ammunition, a less favorable product mix and increased commodity and other materialan increase in the discount rate used to determine interest costs, partially offset by increased shipmentslower actuarial losses recognized to military customers and law enforcement agencies. Winchester segment income included depreciation and amortization expense of $19.5 million and $18.5 million in 2017 and 2016, 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 corporateeffective tax rate from 35% to 21%, requires companies to payfor 2023 included benefits associated with a one-time transitionlegal entity liquidation, prior year 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 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.

Sales for 20172022 were $6,268.4$9,376.2 million compared to $5,550.6$8,910.6 million in 2016,2021, an increase of $717.8$465.6 million, or 13%5%. Chlor Alkali Products and Vinyls sales increased by $501.5$944.2 million, primarily due to higher caustic soda and EDC product prices and increasedpricing across all products, except vinyls intermediates, partially offset by lower volumes. EpoxyWinchester sales increased by $264.4$16.9 million, primarily due to higher product prices and increased commercial ammunition pricing partially offset by lower volumes. Both Chlor Alkali Products and Vinyls and Epoxy sales volumes were negatively impacted by Hurricane Harvey. Winchester sales decreased by $48.1$495.5 million, primarily due to decreased shipments to commercial customers,lower volumes partially offset by increased shipments to military customers and law enforcement agencies.