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, hydrochloric acid, hydrogen, bleach products and potassium hydroxide, which represent 51%represented 58% of 20202023 sales. The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone bisphenol, cumene and phenol), allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and downstreamsystems and growth products such as converted epoxy resins and additives, which represent 33%represented 20% of 20202023 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 16%represented 22% of 20202023 sales. See our discussion of our segment disclosures contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We have been involved in the chlor alkali industry for nearlyapproximately 130 years and consider ourselves as the leading global chlor alkali 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. 

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 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 a third party in Brazil.Olin, and globally produced 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.

Our Chlor Alkali Products and Vinyls segment currently maintains strong relationships with The Dow Chemical Company (Dow) 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 Dow include chlorine, caustic soda, chlorinated organics and VCM. In 2021, our VCM contract transitions from a toll manufacturing arrangement to a direct customer sale agreement. Key raw materials received from Dow include ethylene and electricity. Ethylene is supplied for the vinyls business under a long-term supply arrangement with Dow 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 more than half a century of history through product innovation and technical excellence. 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 aromatics (acetone, bisphenol (BisA), cumene and phenol), 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 converted epoxy resins (CER) and additives.

Allyl 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 is also sold to epoxy producers globally who produce their own resins for end use segments such as coatings and adhesives.in the merchant market. LER is manufactured in liquid form and cures with the addition of a hardener into a three-dimensional thermoset solid material, offering a distinct combination of structural strength, adhesion,

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 36%33% of Olin’s 20202023 sales were generated outside of the U.S., including 25%32% of our Chlor Alkali Products and Vinyls 20202023 segment sales, 67%57% of our Epoxy 20202023 segment sales and 7%11% of our Winchester 20202023 segment sales. See Note 20 “Segment Information” of the notes to consolidated financial statements contained in Item 8, for geographic segment data. We are incorporating our segment information from that Note into this section of our Form 10-K.

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 other products, such as chlorine and chlorinated organics, in substantial quantities to a relatively small number of industrial users. Olin has a significant relationship with Dow, who was our largest customer by revenue in 2020, representing approximately 11% of our total sales. We expect this relationship to continue to be significant to Olin and to represent approximately 10% of our annual sales in 2021. No otherDuring 2023, no single customer accounted for more than 5%10% of sales. We discuss the customers for each of our three business segments in more detail 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 estimated backlog was approximately $2,175$914 million and $151$838 million as of January 31, 20212024 and 2020,2023, 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. During 2020, consumer purchasesApproximately 90% of ammunition increased significantly above normal demand levels. The increase in demand has been across all of Winchester’s commercial product offerings. Our ability to fulfill the backlog could be constrained due to limitations on our production capacity. Approximately 53% of contracted backlog as of January 31, 20212024, is expected to be fulfilled during 2021,2024, with the remainder expected to be fulfilled during 2022.

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 believe our Winchester business is one of the largest global manufacturers of commercial small caliber ammunition. Our Winchester business and Vista Outdoor Inc. (Vista), and Remington Outdoor Company, Inc. (Remington) are among the largest commercial ammunition manufacturers in the U.S.  In October 2020, Vista acquired the Remington ammunition business in the bankruptcy auction of Remington’s assets. The ammunition industry is highly competitive with Olin, Vista and numerous smaller domestic manufacturers and foreign producers competing for sales to the commercial ammunition customers. Many factors influence our ability to compete successfully, including price, delivery, service, performance, product innovation and product recognition and quality, depending on the product involved.

At Olin, maintains a global workforcewe believe that our employees are critical to supportsuccessfully achieving our operations. We are focused on supportingmission. Our established Lifting Olin People core principles fuel the actions that our Lifting People pillars - Opportunity & Fulfillment, Communication & Connection, and Trust - take throughout the year to enhance the purposeful engagement of our employees. Lifting People is about creating work environments for our global workforce throughthat are inclusive, supportive, and empowering while encouraging and incentivizing the highest level of performance. We support our global workforce by providing competitive benefits and compensation, robust recognition and rewards, an unwavering commitment to diversity and inclusion, a variety of factors, which include benefitsworkplace flexibility options, support and compensation, a focus on diversityresources for community engagement and inclusionvolunteerism, and professional development.development programs and opportunities, all of which constitute a strong Olin employee value proposition. In 2023, Olin employees increased their volunteerism hours by more than 500% over 2022, committing more than 55,000 hours toward volunteerism for organizations in our communities. We strivecommit to provideproviding our employees with a safe and comfortablesupportive environment which allows us to achieve our internal and external goals, while being committedmaintain a steadfast commitment to safely producing and distributing our products.

Olin senior management provides oversight for the benefits programs and compensation of our workforce in a variety of ways, includingworkforce. This includes conducting periodic compensation benchmarking, implementationimplementing health and adaptation of variousother employee benefit programs primarily health and other related benefits, review ofreviewing certain employee post-retirement benefits and accessibility of employee assistance programs. Our human resources department overseesmanages and administers these programs to ensure our benefits and compensationtotal rewards programs are competitive. We have both salaried employee and hourly employee structures in place to compensate employees. Our recognition and rewards program allows people leaders across our organization to recognize the contributions of employees during the year, and in 2023 our leaders provided more than 5,000 recognition awards. We also provide a mechanism for employees to provide non-monetary peer-to-peer recognition in the form of Impressions, which increased by 93% in 2023. Our benefits and compensation structures allow Olin to attract and retain a talented workforce that has exceptional talent which fosters achievement of Olin’s goals and objectives. Separately, our Board of Directors maintains a Compensation Committee which sets policies, develops and monitors strategies for and administers the programs that are used to compensate our CEO and other senior executives.

Olin is committed to lifting people through diversity and inclusion. Theinclusion and maintaining work environments where all employees are comfortable bringing their authentic selves to work each day. We believe the insights provided by our workforce through varioustheir unique skills, backgrounds and experiences that each of our employees brings will lead us to future innovations whichthat will reduce costs, reduce our environmental footprint, improve our ability to serve the world and keep our employees healthierhealthy and safer.safe. To facilitate the sharing of those insights, we implemented a Voice of the Employee mechanism across multiple sites. We uphold the diversity ofencourage our employees to embolden inclusivebe creative and participate in the dialogue creative ideas, andacross the company to help develop innovative solutions that lead to cultivate lasting, positive impacts for our customers, employees, communities, and shareholders. In 2023, we doubled our Olin People Network chapters, with 100% of our sites represented. Our U.S. college recruiting program, a key component of our talent pipeline, welcomed our most diverse class yet with 32% of our recruits being women and 37% of our recruits being minorities.

We also strive forinvest in the continued professional development of our workforce. We never stop learning, and Olin provides a wide range of employee development and productivity programs.programs, including assignment-based opportunities, job shadowing, mentoring, and foundational programs for new Olin employees. These opportunitiesprograms help our employees improve, grow, and grow, ensuring that each employee understandsreinforce our values, and commitment to one another.in particular of Lifting Olin People. Our learning platform focuses on fostering additional learningproviding a variety of educational opportunities which allow our people to build meaningful careers. As part of our commitment tothat support career and professional development we offerfor our employees, including undergraduate and graduate tuition assistance to eligible employees up to a maximum of $10,000 per year. We regularly review talent development and succession plans to identify and develop a pipeline of talent to maintain and continuously improve business operations. We make purposeful moves to accelerate the development of high potential employees. We also have a well-established performance management process, which encourages ongoing feedback throughout the year and includes at a minimum, annual year-end reviews and regular development discussions. Our talent management process seeks to provide employees on-going feedback to enhance their performance.

As of December 31, 2020,2023, we had approximately 8,0007,326 employees with 6,800 working in the U.S., including approximately 1,700 employees at Lake City which is a GOCO facility, and 1,200 working in foreign countries.  For our foreign country locations, approximately 56% are located in Europe, Middle East, Africa, and India, 20% in Asia Pacific, 14% in Canada, and 10% in Latin America. Approximately 48% of our total employees are employed in our Chlor Alkali Products and Vinyls and Epoxy businesses, 49% are employed in our Winchester business, including 21% at Lake City, and 3% are employed in Corporate functions.broken out as follows:

Our research activities are conducted on a product-group basis at a number of facilities. Company-sponsored research expenditures were $16.6$20.0 million, $16.5$18.3 million and $14.9$20.4 million in 2020, 20192023, 2022 and 2018,2021, respectively.

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 economic downturns and the seasonality of several industries we serve, including building and construction, coatings, oil and gas, infrastructure, electronics, automotive, 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 experiences changes in demand for eachOur Epoxy segment also serves a number of applications 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 or desire to sell the co-produced product.  Prices for both products respond rapidly to changes in supplyother construction materials, including composites and demand. We have significant diversification of our chlorine outlets, which allows us to better manage this co-product relationship.

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.

Our corporate values — Act with Integrity, Drive Innovation and Improvement and Lift Olin People — are part of our culture. These values are also reflected in our Environment, Health, Safety and Security (EHS&S) policy and practice. Olin 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 2020 was the third consecutive year that Olin achieved a decline for total safetycontinues its downward trend in personnel and environmental events, which includes recordable injuries, process safety events, environmental events, and distribution events.

We strongly believe in meeting the needs of the present without compromising the needs of future generations. We recognize theour Company’s impact our company has on our natural resources and our responsibility to stewardship of people and the planet. This means striving for a company culture responsible to the ongoing economic, social and governanceESG ideals of our employees and shareholders.

We believe Olin’s industry leadership, focused ESG actions, and our engaged workforce will create a positive, long-lasting impact on the planet, our operationscommunities and our people and communities is most meaningful:

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.

TheOur industries and the businesses of most of our 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, such as public health epidemics. The demand for our products and our customers’ products is directly affected by such fluctuations. In addition, our customers could decide to move some or all of their production to locations that are more remote from our facilities, and this could reduce demand for our products. We cannot assure you that events having an adverse effect on the industries in which we operate will not occur or continue, such as a downturn in the European, Asian Pacific, particularly Chinese, Latin American, or other world economies, increases in interest rates, unfavorable currency fluctuations or prolonged effects of the 2019 Novel Coronavirus (COVID-19) pandemic.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 industries and chlorine derivatives and caustic soda.

In the chlor alkali industry,chemical industries in which we operate, price is one of the major supplier selection criterion.criteria. Pricing is subject to 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.

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 that our business, financial condition and results of operations will not be adversely affected by them.future.

Some of our assets were designed to operate at consistently high operating rates. If we operate at lower operating rates for extended periods or make frequent changes to operating rates, our assets may become less reliable or may require additional maintenance or capital investment, which could have a material adverse impacteffect on our operating results and cash flows.business. Additionally, we may not be able to attract, develop, or retain the skills necessary to effectively implementexecute the strategic operating model. Our model is dependent on implementing changes to the way we transact business with customers and other third parties. Customers or third parties may not be willing to transact with us on terms acceptable to us or at all. If we fail to effectively execute our strategic operating model, our operating results may fail to meet expectationsachieve the level of profitability that we forecast, and our business financial condition, and results of operations could be adversely impacted.affected.

We obtain a significant portion of our raw materials from a few key suppliers. If any of these suppliers fail to meet their obligations under present or any future supply agreements, we may be forced to pay higher prices or incur higher costs to obtain the necessary raw materials. Any interruption of supply or any price increase of raw materials could have a material adverse

ASubject to existing contracts, a vendor may choose subject to existing contracts, to modify its relationship with us 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 affecthave a material adverse effect on 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.

Our operating results and profitabilityWe are dependent upon the continued safe and reliable operation of our continued abilityproduction facilities. Our production facilities are subject to control,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, information technology systems interruptions or failures, terrorism, transportation interruptions, transportation incidents 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 event at one plant could affect production across multiple plants at a facility. In the past, we have had incidents that have temporarily shut down or otherwise disrupted our manufacturing, causing production delays and resulting in some cases reduce,liability for workplace injuries and fatalities. Some of our costs. Ifoperations involve manufacturing and/or handling various explosive and flammable materials. Use of our 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 arewill 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.

We maintain risk management strategies, including but not limited to levels of insurance associated with property, casualty and business interruption. Such insurance may not cover all of the risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We may incur losses beyond the limits, or outside the coverage, of our insurance policies. We may also be unable to do so,continue to maintain our existing insurance or if costsobtain comparable insurance at a reasonable cost.

We are exposed to climate-related risks and uncertainties, many of which are outside of our control, particularly our costs of raw materials, utilities, transportationcontrol. We have a substantial presence near the U.S. Gulf Coast and similar costs, increase beyond anticipated levels, our profitability will decline.

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 are 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 that we utilize to transport chlorine and other chemicals ceases to transport certain hazardous materials, or if there

Feedstock and products and ammunition, including leaks and ruptures, explosions, fires, inclement weatherenergy costs generally follow price trends in crude oil and natural disasters, unexpected utility disruptionsgas, which are sometimes volatile. Ultimately, the ability to pass on underlying cost increases in a timely manner or outages, unscheduled downtime, equipment failure, terrorism, transportation interruptions, transportation accidents involving our chemical products, chemical spillsat all is partially dependent on market conditions. Conversely, when feedstock 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 plantenergy costs decline, selling prices generally decline as well. As a result, volatility in these costs 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 operations involve the manufacture and/or handling of a variety of explosive and flammable materials. Use of our 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 conditionbusiness.

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. Major hurricanesour energy sources, we may be unable to produce some of our products in the quantities demanded by our customers, which could have caused significant disruption ina material adverse effect on plant utilization and our operations on the U.S. Gulf Coast, logistics across the region and thesales of products requiring such raw materials. We have long-term supply ofcontracts with various third parties for certain raw materials, including ethylene, electricity, propylene and benzene. As these contracts expire, we may be unable to renew these contracts or obtain new long-term supply agreements on terms comparable or as favorable to us, depending on market conditions, which may have had ana material adverse impacteffect on volume and cost for someour business. In addition, many of our products. Duelong-term contracts contain provisions that allow our suppliers to limit the substantial presenceamount of raw materials shipped to us below the contracted amount in force majeure or similar circumstances. If we have on the U.S. Gulf Coast, similar severe weather conditionsare required to obtain alternate sources for raw materials because our suppliers are unwilling or other natural phenomena in the future could negatively affect our results of operations, for whichunable to perform under raw material supply agreements or if a supplier terminates or is unwilling to renew its agreements with us, we may not be fully insured.

Our operations are dependentdepend on our ability to protect our information systems, computer equipment and information databases from systems failures. We rely on both internal information technology systems and certain external services and 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 minimalized,minimized, should such an event occur.

As of December 31, 2020,2023, we had $3,863.8$2,670.1 million of indebtedness outstanding. Outstanding indebtedness does not include amounts that could be borrowed under our $800.0Senior Revolving Credit Facility with aggregate commitments of $1,200.0 million senior secured revolving credit facility, under which $799.6 million was available for borrowing as of December 31, 2020 because we had issued $0.4 million of letters of credit.(Senior Revolving Credit Facility). As of December 31, 2020,2023, our indebtedness represented 72.7%54.1% of our total capitalization. At December 31, 2020, $26.3capitalization and $78.8 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, but we cannot be certain that additional debt will be available on terms acceptable to us or at all.

Our indebtedness could have important consequences, including but not limited to:

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

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

Depending on the magnitude and duration of economic 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 fail to comply with either of these covenants in a future period and are not able to obtain waivers from the lenders, we would need to refinance our current senior secured credit facility.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.

While we believe we have facilities in place that should allow us to borrow funds as needed to meet our ordinary course business activities, adverse conditions in the credit and financial markets could prevent us from obtaining financing, if the need arises, or result in our creditors terminating their funding commitments. Our Chlor Alkali Products—A loss of a substantial customer for eitherability to invest in our chlorinebusinesses and refinance or caustic sodarepay maturing debt obligations could cause an imbalance in customer demand for these products, which could have an adverse effectrequire access to the credit and capital markets and sufficient bank credit lines to support cash requirements. Our ability to access credit and capital markets can also depend on our results of operations.

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 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 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 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 ana material adverse effect on our financial position and results of operations.business.

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, or change their interpretations of existing regulations, that would impact the security of chemical plant locations and the transportation of hazardous chemicals. Our Chlor Alkali Products and Vinyls and Epoxy segments could be adversely impactedaffected by the cost of complying with any new regulations. Our business also could be adversely

We are subject to litigationlegal and otherregulatory 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 could includemay be brought by the government or private parties and may arise out of a number of matters, including, antitrust claims, contract disputes, antitrust claims, 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 impact,effect, if any, will be material to our financial position, cash flows or resultsbusiness. We have included additional information with respect to pending legal and regulatory proceedings in Part II, Item 8, under the heading of operations.“Legal Matters” within Note 23, “Commitments and Contingencies,” of our Notes to Consolidated Financial Statements.

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 laws 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 significant effect on the costs of use, transportation, handling and storage 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 various government 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 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 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 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 resolved unfavorably to us, which could materially and adversely affecthave a material adverse effect on our business, financial position, cash flows or results of operations.business. See “Environmental Matters” contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our Winchester business currently operates and manages the Lake City Army Ammunition Plant in Independence, MO

Sales for 20202023 were $5,758.0$6,833.0 million compared to $6,110.0$9,376.2 million in 2019,2022, a decrease of $352.0$2,543.2 million, or 6%27%. Epoxy sales decreased by $1,361.3 million, primarily due to lower volumes, including the closure of our cumene facility and one of our bisphenol production lines, and lower product pricing. Chlor Alkali Products and Vinyls sales decreased by $460.2$1,089.9 million, primarily due to lower caustic soda and EDC pricing and lower volumes, primarily caustic soda. Epoxypartially offset by products sold by BWA. Winchester sales decreased by $153.9$92.0 million, primarily due to lower product prices. Winchester sales increased by $262.1 million, primarily due to higher commercial and military sales volumes, which included ammunition produced at Lake City,partially offset by higher domestic and increased commercial ammunition pricing.

Gross margin in 2023 decreased $287.4$1,016.4 million or 43%, from 2019.2022. Chlor Alkali Products and Vinyls gross margin decreased by $327.2$483.0 million primarily due to lower caustic soda and EDC pricing and lower volumes, partially offset by lower costs, primarily raw materials.volumes. Epoxy gross margin decreased $9.5by $425.4 million primarily due to lower volumes and lower product prices, partially offset by lower raw material costs.pricing. Winchester gross margin increased $73.5decreased by $112.5 million, primarily due to higher sales volumes, which included ammunition produced at Lake City, and increasedlower commercial pricing.volumes. Gross margin as a percentage of sales decreased to 7%17% in 20202023 from 11%23% in 2019.

Selling and administrationadministrative expenses in 20202023 increased $5.1$12.8 million, or 1%3%, from 2019.2022. The increase was primarily due to Lake City operations and higher transition costs relating to the Lake City contractassociated with BWA of $22.4$23.9 million, and higher stock-based compensation expense of $14.7 million, which includes mark-to-market adjustments. These increases were partially offset by lower salaries and benefits of $13.9 million, consulting and contract services of $7.9 million and travel-related expenses of $8.1 million. 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). Selling and administration expenses for the years ended December 31, 2020 and 2019 included costs associated with the Information Technology Project of $73.9 million and $77.0 million, respectively. Selling and administration expenses as a percentage of sales were 7% in both 2020 and 2019.