Asset Derivatives Liability Derivatives
Fair Value Fair Value
Balance Sheet Location September 30, 2017 December 31, 2016 September 30, 2016 Balance Sheet Location September 30, 2017 December 31, 2016 September 30, 2016
($ in millions) ($ in millions)
Derivatives Designated as Hedging Instruments
Interest rate contracts Other current assets $ 5.0
$ 1.9
$ —
Current installments of long-term debt $ —
$ 0.1
$ —
Interest rate contracts Other assets —
—
—
Long-term debt —
—
0.2
Interest rate contracts Other assets 3.7
7.7
2.5
Other liabilities 23.9
28.5
2.3
Commodity contracts – gains Other current assets 7.8
13.2
1.9
Accrued liabilities —
—
(1.1 )
Commodity contracts – losses Other current assets (0.4 ) (1.7 ) (1.0 ) Accrued liabilities 2.6
—
5.0
$ 16.1
$ 21.1
$ 3.4
$ 26.5
$ 28.6
$ 6.4
Derivatives Not Designated as Hedging Instruments
Foreign exchange contracts – gains Other current assets $ 0.5
$ 0.6
$ 0.1
Accrued liabilities $ (0.5 ) $ (0.5 ) $ —
Foreign exchange contracts – losses Other current assets (0.3 ) (0.5 ) (0.1 ) Accrued liabilities 0.6
1.7
0.8
$ 0.2
$ 0.1
$ —
$ 0.1
$ 1.2
$ 0.8
Total derivatives⁽¹⁾
$ 16.3
$ 21.2
$ 3.4
$ 26.6
$ 29.8
$ 7.2


~~(1)~~	~~Does not include the impact of cash collateral received from or provided to counterparties.~~

The following table summarizes the effects of derivative instruments on our condensed statements of operations:


		Amount of Gain (Loss)
		Three Months Ended June 30,				Six Months Ended June 30,
	Location of Gain (Loss)	2023		2022		2023		2022
Derivatives – Cash Flow Hedges		($ in millions)
Recognized in other comprehensive loss:
Commodity contracts	———	$	(10.7)	$	(36.4)	$	(31.5)	$	16.4
Reclassified from accumulated other comprehensive loss into income:
Commodity contracts	Cost of goods sold	$	(20.5)	$	36.1	$	(51.2)	$	48.5


Derivatives Not Designated as Hedging Instruments
Commodity contracts	Cost of goods sold	$	—	$	—	$	(0.6)	$	0.5
Foreign exchange contracts	Selling and administration	$	(11.8)	$	(8.5)	$	(13.2)	$	(27.1)

Amount of Gain (Loss) Amount of Gain (Loss)
Three Months Ended September 30, Nine Months Ended September 30,
Location of Gain (Loss) 2017 2016 2017 2016
Derivatives – Cash Flow Hedges ($ in millions)
Recognized in other comprehensive income (loss) (effective portion):
Commodity contracts ——— $ 2.9
$ 0.3
$ (4.5 ) $ 3.0
Interest rate contracts ——— 0.3
3.9
0.9
(2.3 )
$ 3.2
$ 4.2
$ (3.6 ) $ 0.7
Reclassified from accumulated other comprehensive loss into income (effective portion):
Interest rate contracts Interest expense $ 1.2
$ —
$ 1.7
$ —
Commodity contracts Cost of goods sold —
—
1.9
(5.4 )
$ 1.2
$ —
$ 3.6
$ (5.4 )
Derivatives – Fair Value Hedges
Interest rate contracts Interest expense $ 0.5
$ 0.7
$ 2.5
$ 2.6
Derivatives Not Designated as Hedging Instruments
Commodity contracts Cost of goods sold $ —
$ —
$ —
$ (0.4 )
Foreign exchange contracts Selling and administration (0.2 ) (2.3 ) 0.4
(9.6 )
$ (0.2 ) $ (2.3 ) $ 0.4
$ (10.0 )

~~The ineffective portion of changes in fair value resulted in zero charged or credited to earnings for the three and nine months ended September 30, 2017 and 2016.~~

Credit ~~risk~~Risk and ~~collateral~~Collateral

By using derivative instruments, we are exposed to credit and market risk. If a counterparty fails to fulfill its performance obligations under a derivative contract, our credit risk will equal the fair value gain in a derivative. Generally, when the fair value of a derivative contract is positive, this indicates that the counterparty owes us, thus creating a repayment risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, assume no repayment risk. We minimize the credit (or repayment) risk in derivative instruments by entering into transactions with

high-quality counterparties. We monitor our positions and the credit ratings of our counterparties, and we do not anticipate ~~nonperformance~~non-performance by the counterparties.

Based on the agreements with our various counterparties, cash collateral is required to be provided when the net fair value of the derivatives, with the counterparty, exceeds a specific threshold. If the threshold is exceeded, cash is either provided by the counterparty to us if the value of the derivatives is our asset, or cash is provided by us to the counterparty if the value of the derivatives is our liability. As of ~~September~~June 30, ~~2017,~~2023, December 31, ~~2016~~2022 and ~~September~~June 30, ~~2016,~~2022, this threshold was not exceeded. In all instances where we are party to a master netting agreement, we offset the receivable or payable recognized upon payment of cash collateral against the fair value amounts recognized for derivative instruments that have also been offset under such master netting agreements.

NOTE 19. FAIR VALUE MEASUREMENTS

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

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

Table of Contents

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

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

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

We are required to separately disclose assets and liabilities measured at fair value on a recurring basis, from those measured at fair value on a nonrecurring basis. Nonfinancial assets measured at fair value on a nonrecurring basis are intangible assets and goodwill, which are reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred.

Determining which hierarchical level an asset or liability falls within requires significant judgment. We evaluate our hierarchy disclosures each quarter. The following table summarizes the assets and liabilities measured at fair value in the condensed balance sheets:


	Fair Value Measurements
Balance at June 30, 2023	Level 1		Level 2		Level 3		Total
Assets	($ in millions)
Commodity contracts	$	—	$	3.4	$	—	$	3.4
Foreign exchange contracts	—		0.1		—		0.1
Total Assets	$	—	$	3.5	$	—	$	3.5
Liabilities
Commodity contracts	$	—	$	27.2	$	—	$	27.2
Foreign exchange contracts	—		0.7		—		0.7
Total Liabilities	$	—	$	27.9	$	—	$	27.9
Balance at December 31, 2022
Assets
Commodity contracts	$	—	$	5.5	$	—	$	5.5
Foreign exchange contracts	—		0.3		—		0.3
Total Assets	$	—	$	5.8	$	—	$	5.8
Liabilities
Commodity contracts	$	—	$	49.0	$	—	$	49.0
Foreign exchange contracts	—		0.9		—		0.9
Total Liabilities	$	—	$	49.9	$	—	$	49.9
Balance at June 30, 2022
Assets
Commodity contracts	$	—	$	31.2	$	—	$	31.2
Foreign exchange contracts	—		2.0		—		2.0
Total Assets	$	—	$	33.2	$	—	$	33.2
Liabilities
Commodity contracts	$	—	$	33.1	$	—	$	33.1
Foreign exchange contracts	—		—		—		—
Total Liabilities	$	—	$	33.1	$	—	$	33.1

Fair Value Measurements
Balance at September 30, 2017 Level 1 Level 2 Level 3 Total
Assets ($ in millions)
Interest rate swaps $ —
$ 8.7
$ —
$ 8.7
Commodity contracts —
7.4
—
7.4
Foreign exchange contracts —
0.2
—
0.2
Liabilities
Interest rate swaps $ —
$ 23.9
$ —
$ 23.9
Commodity contracts —
2.6
—
2.6
Foreign exchange contracts —
0.1
—
0.1
Balance at December 31, 2016
Assets
Interest rate swaps $ —
$ 9.6
$ —
$ 9.6
Commodity contracts —
11.5
—
11.5
Foreign exchange contracts —
0.1
—
0.1
Liabilities
Interest rate swaps $ —
$ 28.6
$ —
$ 28.6
Foreign exchange contracts —
1.2
—
1.2
Balance at September 30, 2016
Assets
Interest rate swaps $ —
$ 2.5
$ —
$ 2.5
Commodity contracts —
0.9
—
0.9
Foreign exchange contracts —
—
—
—
Liabilities
Interest rate swaps $ —
$ 2.5
$ —
$ 2.5
Commodity contracts —
3.9
—
3.9
Foreign exchange contracts —
0.8
—
0.8

~~For the nine months ended September 30, 2017, there were no transfers into or out~~Table of ~~Level 1, Level 2 or Level 3.~~Contents

~~Interest Rate Swaps~~

Interest rate swap financial instruments were valued using the “income approach” valuation technique. This method used valuation techniques to convert future amounts to a single present amount. The measurement was based on the value indicated by current market expectations about those future amounts. We use interest rate swaps as a means of managing interest expense and floating interest rate exposure to optimal levels.

Commodity ~~Forward~~ Contracts

Commodity contract financial instruments were valued primarily based on prices and other relevant information observable in market transactions involving identical or comparable assets or liabilities including both forward and spot prices for commodities. We use commodity derivative contracts for certain raw materials and energy costs such as copper, zinc, lead, ethane, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations.

Foreign Currency Contracts

Foreign currency contract financial instruments were valued primarily based on relevant information observable in market transactions involving identical or comparable assets or liabilities including both forward and spot prices for currencies. We enter into forward sales and purchase contracts to manage currency risk resulting from purchase and sale commitments denominated in foreign currencies.

Financial Instruments

The carrying values of cash and cash equivalents, ~~restricted cash,~~ accounts receivable and accounts payable approximated fair values due to the short-term maturities of these instruments. ~~The~~Since our long-term debt instruments may not be actively traded, the inputs used to measure the fair value of our long-term debt ~~was determined~~are based on current market rates for debt of similar risk and ~~maturities. The following table summarizes~~maturities and is classified as Level 2 in the fair value measurement hierarchy. As of June 30, 2023, December 31, 2022 and June 30, 2022, the fair value measurements of debt were $2,661.1 million, $2,517.7 million and ~~the actual debt recorded on our condensed balance sheets:~~$2,635.3 million, respectively.

Fair Value Measurements Amount recorded
on balance sheets
Level 1 Level 2 Level 3 Total
($ in millions)
Balance at September 30, 2017 $ —
$ 3,920.5
$ 153.0
$ 4,073.5
$ 3,745.2
Balance at December 31, 2016 —
3,703.7
153.0
3,856.7
3,617.6
Balance at September 30, 2016 —
3,732.7
153.0
3,885.7
3,677.8

Nonrecurring Fair Value Measurements

In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis as required by ASC 820. There were no assets or liabilities measured at fair value on a nonrecurring basis as of ~~September~~June 30, ~~2017,~~2023, December 31, ~~2016~~2022 and ~~September~~June 30, ~~2016.~~2022.

~~SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION~~

In October 2015, Blue Cube Spinco Inc. (the Issuer) issued $720.0 million aggregate principal amount of 9.75% senior notes due October 15, 2023 (2023 Notes) and $500.0 million aggregate principal amount of 10.00% senior notes due October 15, 2025 (2025 Notes and, together with the 2023 Notes, the Notes). During 2016, the Notes were registered under the Securities Act of 1933, as amended. The Issuer was formed on March 13, 2015 as a wholly owned subsidiary of TDCC and

~~upon closing of the Acquisition became a 100% owned subsidiary of Olin (the Parent Guarantor). The Exchange Notes are fully and unconditionally guaranteed by the Parent Guarantor.~~

The following condensed consolidating financial information presents the condensed consolidating balance sheets as of September 30, 2017, December 31, 2016 and September 30, 2016, the related condensed consolidating statements of operations and comprehensive income (loss) for each of the three and nine months ended September 30, 2017 and 2016, and the related statements of cash flows for the nine months ended September 30, 2017 and 2016, of (a) the Parent Guarantor, (b) the Issuer, (c) the non-guarantor subsidiaries, (d) elimination entries necessary to consolidate the Parent Guarantor with the Issuer and the non-guarantor subsidiaries and (e) Olin on a consolidated basis. Investments in consolidated subsidiaries are presented under the equity method of accounting.

CONDENSED CONSOLIDATING BALANCE SHEETS
September 30, 2017
(In millions)
(Unaudited)

Parent Guarantor Issuer Subsidiary
Non-Guarantor Eliminations Total
Assets
Current assets:
Cash and cash equivalents $ 36.9
$ —
$ 219.0
$ —
$ 255.9
Receivables, net 106.0
—
623.5
—
729.5
Intercompany receivables —
—
1,948.4
(1,948.4 ) —
Income taxes receivable 13.4
—
4.6
(2.1 ) 15.9
Inventories 172.2
—
517.3
—
689.5
Other current assets 180.5
—
5.0
(158.4 ) 27.1
Total current assets 509.0
—
3,317.8
(2,108.9 ) 1,717.9
Property, plant and equipment, net 513.0
—
3,066.2
—
3,579.2
Investment in subsidiaries 6,155.3
3,828.7
—
(9,984.0 ) —
Deferred income taxes 140.9
—
127.0
(126.8 ) 141.1
Other assets 45.5
—
1,170.1
—
1,215.6
Long-term receivables—affiliates —
2,174.0
—
(2,174.0 ) —
Intangible assets, net 0.3
5.7
586.9
—
592.9
Goodwill —
966.3
1,153.5
—
2,119.8
Total assets $ 7,364.0
$ 6,974.7
$ 9,421.5
$ (14,393.7 ) $ 9,366.5
Liabilities and Shareholders' Equity
Current liabilities:
Current installments of long-term debt $ 0.7
$ 68.8
$ 12.2
$ —
$ 81.7
Accounts payable 69.6
—
548.3
(4.4 ) 613.5
Intercompany payables 1,948.4
—
—
(1,948.4 ) —
Income taxes payable —
—
11.7
(2.1 ) 9.6
Accrued liabilities 146.0
—
305.0
(156.5 ) 294.5
Total current liabilities 2,164.7
68.8
877.2
(2,111.4 ) 999.3
Long-term debt 944.1
2,470.1
249.3
—
3,663.5
Accrued pension liability 405.7
—
213.0
—
618.7
Deferred income taxes —
250.5
931.8
(126.8 ) 1,055.5
Long-term payables—affiliates 1,267.2
—
906.8
(2,174.0 ) —
Other liabilities 283.8
5.6
441.6
—
731.0
Total liabilities 5,065.5
2,795.0
3,619.7
(4,412.2 ) 7,068.0
Commitments and contingencies
Shareholders' equity:
Common stock 166.4
—
14.6
(14.6 ) 166.4
Additional paid-in capital 2,267.7
4,125.7
4,808.2
(8,933.9 ) 2,267.7
Accumulated other comprehensive loss (470.0 ) —
(5.7 ) 5.7
(470.0 )
Retained earnings 334.4
54.0
984.7
(1,038.7 ) 334.4
Total shareholders' equity 2,298.5
4,179.7
5,801.8
(9,981.5 ) 2,298.5
Total liabilities and shareholders' equity $ 7,364.0
$ 6,974.7
$ 9,421.5
$ (14,393.7 ) $ 9,366.5

Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2016
(In millions)
(Unaudited)

Parent Guarantor Issuer Subsidiary
Non-Guarantor Eliminations Total
Assets
Current assets:
Cash and cash equivalents $ 25.2
$ —
$ 159.3
$ —
$ 184.5
Receivables, net 88.3
—
586.7
—
675.0
Intercompany receivables —
—
1,912.3
(1,912.3 ) —
Income taxes receivable 19.0
—
7.3
(0.8 ) 25.5
Inventories 167.7
—
462.7
—
630.4
Other current assets 164.7
3.4
1.2
(138.5 ) 30.8
Total current assets 464.9
3.4
3,129.5
(2,051.6 ) 1,546.2
Property, plant and equipment, net 510.1
—
3,194.8
—
3,704.9
Investment in subsidiaries 6,035.2
3,734.7
—
(9,769.9 ) —
Deferred income taxes 133.5
—
103.5
(117.5 ) 119.5
Other assets 48.1
—
596.3
—
644.4
Long-term receivables—affiliates —
2,194.2
—
(2,194.2 ) —
Intangible assets, net 0.4
5.7
623.5
—
629.6
Goodwill —
966.3
1,151.7
—
2,118.0
Total assets $ 7,192.2
$ 6,904.3
$ 8,799.3
$ (14,133.2 ) $ 8,762.6
Liabilities and Shareholders' Equity
Current liabilities:
Current installments of long-term debt $ 0.6
$ 67.5
$ 12.4
$ —
$ 80.5
Accounts payable 45.3
—
527.4
(1.9 ) 570.8
Intercompany payables 1,882.8
29.5
—
(1,912.3 ) —
Income taxes payable —
—
8.3
(0.8 ) 7.5
Accrued liabilities 124.9
—
277.5
(138.6 ) 263.8
Total current liabilities 2,053.6
97.0
825.6
(2,053.6 ) 922.6
Long-term debt 913.9
2,413.3
209.9
—
3,537.1
Accrued pension liability 453.7
—
184.4
—
638.1
Deferred income taxes —
223.6
926.4
(117.5 ) 1,032.5
Long-term payables—affiliates 1,209.1
—
985.1
(2,194.2 ) —
Other liabilities 288.9
6.6
63.8
—
359.3
Total liabilities 4,919.2
2,740.5
3,195.2
(4,365.3 ) 6,489.6
Commitments and contingencies
Shareholders' equity:
Common stock 165.4
—
14.6
(14.6 ) 165.4
Additional paid-in capital 2,243.8
4,125.7
4,808.2
(8,933.9 ) 2,243.8
Accumulated other comprehensive loss (510.0 ) —
(7.0 ) 7.0
(510.0 )
Retained earnings 373.8
38.1
788.3
(826.4 ) 373.8
Total shareholders' equity 2,273.0
4,163.8
5,604.1
(9,767.9 ) 2,273.0
Total liabilities and shareholders' equity $ 7,192.2
$ 6,904.3
$ 8,799.3
$ (14,133.2 ) $ 8,762.6

CONDENSED CONSOLIDATING BALANCE SHEETS
September 30, 2016
(In millions)
(Unaudited)

Parent Guarantor Issuer Subsidiary
Non-Guarantor Eliminations Total
Assets
Current assets:
Cash and cash equivalents $ 15.5
$ —
$ 111.5
$ —
$ 127.0
Receivables, net 64.4
—
679.7
—
744.1
Intercompany receivables —
8.3
1,732.5
(1,740.8 ) —
Income taxes receivable 38.5
—
11.1
(0.6 ) 49.0
Inventories 163.8
—
453.2
—
617.0
Other current assets 145.5
—
4.2
(133.6 ) 16.1
Total current assets 427.7
8.3
2,992.2
(1,875.0 ) 1,553.2
Property, plant and equipment, net 451.4
—
3,262.5
—
3,713.9
Investment in subsidiaries 6,000.5
3,690.5
—
(9,691.0 ) —
Deferred income taxes 153.7
—
90.2
(131.7 ) 112.2
Other assets 40.4
—
599.9
—
640.3
Long-term receivables—affiliates —
2,211.1
—
(2,211.1 ) —
Intangible assets, net 0.4
5.7
647.7
—
653.8
Goodwill —
966.3
1,153.1
—
2,119.4
Total assets $ 7,074.1
$ 6,881.9
$ 8,745.6
$ (13,908.8 ) $ 8,792.8
Liabilities and Shareholders' Equity
Current liabilities:
Current installments of long-term debt $ 0.6
$ 67.5
$ 12.2
$ —
$ 80.3
Accounts payable 55.4
—
456.4
(2.1 ) 509.7
Intercompany payables 1,740.8
—
—
(1,740.8 ) —
Income taxes payable —
—
13.9
(0.6 ) 13.3
Accrued liabilities 158.1
—
266.8
(133.4 ) 291.5
Total current liabilities 1,954.9
67.5
749.3
(1,876.9 ) 894.8
Long-term debt 1,154.9
2,430.3
12.3
—
3,597.5
Accrued pension liability 141.3
—
456.4
—
597.7
Deferred income taxes —
241.5
926.8
(131.7 ) 1,036.6
Long-term payables—affiliates 1,226.0
—
985.1
(2,211.1 ) —
Other liabilities 266.3
—
69.2
—
335.5
Total liabilities 4,743.4
2,739.3
3,199.1
(4,219.7 ) 6,462.1
Commitments and contingencies
Shareholders' equity:
Common stock 165.3
—
15.1
(15.1 ) 165.3
Additional paid-in capital 2,242.8
4,125.7
4,750.5
(8,876.2 ) 2,242.8
Accumulated other comprehensive loss (466.7 ) —
(20.7 ) 20.7
(466.7 )
Retained earnings 389.3
16.9
801.6
(818.5 ) 389.3
Total shareholders' equity 2,330.7
4,142.6
5,546.5
(9,689.1 ) 2,330.7
Total liabilities and shareholders' equity $ 7,074.1
$ 6,881.9
$ 8,745.6
$ (13,908.8 ) $ 8,792.8

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 2017
(In millions)
(Unaudited)

Parent Guarantor Issuer Subsidiary
Non-Guarantor Eliminations Total
Sales $ 1,000.9
$ —
$ 3,976.9
$ (329.3 ) $ 4,648.5
Operating expenses:
Cost of goods sold 883.3
—
3,589.4
(329.3 ) 4,143.4
Selling and administration 99.7
—
154.9
—
254.6
Restructuring charges —
—
25.9
—
25.9
Acquisition-related costs 12.5
—
—
—
12.5
Other operating (expense) income (7.1 ) —
7.0
—
(0.1 )
Operating (loss) income (1.7 ) —
213.7
—
212.0
Earnings of non-consolidated affiliates 1.5
—
—
—
1.5
Equity income (loss) in subsidiaries 72.9
94.0
—
(166.9 ) —
Interest expense 33.3
123.8
5.5
(4.6 ) 158.0
Interest income 4.7
—
0.9
(4.6 ) 1.0
Income (loss) before taxes 44.1
(29.8 ) 209.1
(166.9 ) 56.5
Income tax (benefit) provision (16.1 ) (45.7 ) 58.1
—
(3.7 )
Net income (loss) $ 60.2
$ 15.9
$ 151.0
$ (166.9 ) $ 60.2

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Three Months Ended September 30, 2017
(In millions)
(Unaudited)

Parent Guarantor Issuer Subsidiary
Non-Guarantor Eliminations Total
Sales $ 348.0
$ —
$ 1,321.8
$ (114.9 ) $ 1,554.9
Operating expenses:
Cost of goods sold 313.8
—
1,146.7
(114.9 ) 1,345.6
Selling and administration 31.1
—
55.3
—
86.4
Restructuring charges —
—
9.2
—
9.2
Acquisition-related costs 1.1
—
—
—
1.1
Other operating (expense) income (2.6 ) —
2.6
—
—
Operating (loss) income (0.6 ) —
113.2
—
112.6
Earnings of non-consolidated affiliates 0.5
—
—
—
0.5
Equity income (loss) in subsidiaries 54.5
54.7
—
(109.2 ) —
Interest expense 11.9
41.0
1.5
(1.3 ) 53.1
Interest income 1.7
—
—
(1.3 ) 0.4
Income (loss) before taxes 44.2
13.7
111.7
(109.2 ) 60.4
Income tax (benefit) provision (8.5 ) (15.0 ) 31.2
—
7.7
Net income (loss) $ 52.7
$ 28.7
$ 80.5
$ (109.2 ) $ 52.7

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 2016
(In millions)
(Unaudited)

Parent Guarantor Issuer Subsidiary
Non-Guarantor Eliminations Total
Sales $ 1,009.6
$ —
$ 3,545.3
$ (390.0 ) $ 4,164.9
Operating expenses:
Cost of goods sold 861.3
—
3,225.4
(390.0 ) 3,696.7
Selling and administration 106.2
—
143.2
—
249.4
Restructuring charges 0.8
—
105.4
—
106.2
Acquisition-related costs 39.6
—
—
—
39.6
Other operating (expense) income (1.7 ) —
12.2
—
10.5
Operating income —
—
83.5
—
83.5
Earnings of non-consolidated affiliates 1.1
—
—
—
1.1
Equity (loss) income in subsidiaries (6.2 ) 94.8
—
(88.6 ) —
Interest expense 30.6
114.0
3.2
(4.2 ) 143.6
Interest income 2.3
—
3.2
(4.2 ) 1.3
Income (loss) before taxes (33.4 ) (19.2 ) 83.5
(88.6 ) (57.7 )
Income tax (benefit) provision (12.0 ) (40.7 ) 16.4
—
(36.3 )
Net (loss) income $ (21.4 ) $ 21.5
$ 67.1
$ (88.6 ) $ (21.4 )

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Three Months Ended September 30, 2016
(In millions)
(Unaudited)

Parent Guarantor Issuer Subsidiary
Non-Guarantor Eliminations Total
Sales $ 359.1
$ —
$ 1,249.3
$ (155.7 ) $ 1,452.7
Operating expenses:
Cost of goods sold 300.6
—
1,139.5
(155.7 ) 1,284.4
Selling and administration 33.4
—
48.6
—
82.0
Restructuring charges 0.2
—
5.0
—
5.2
Acquisition-related costs 14.3
—
(1.2 ) —
13.1
Other operating (expense) income (0.6 ) —
0.4
—
(0.2 )
Operating income 10.0
—
57.8
—
67.8
Earnings of non-consolidated affiliates 0.5
—
—
—
0.5
Equity income (loss) in subsidiaries 15.0
35.5
—
(50.5 ) —
Interest expense 9.6
38.0
1.3
(1.4 ) 47.5
Interest income 0.8
—
1.1
(1.4 ) 0.5
Income (loss) before taxes 16.7
(2.5 ) 57.6
(50.5 ) 21.3
Income tax (benefit) provision (0.8 ) (12.5 ) 17.1
—
3.8
Net income (loss) $ 17.5
$ 10.0
$ 40.5
$ (50.5 ) $ 17.5

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Nine Months Ended September 30, 2017
(In millions)
(Unaudited)

Parent Guarantor Issuer Subsidiary
Non-Guarantor Eliminations Total
Net income (loss) $ 60.2
$ 15.9
$ 151.0
$ (166.9 ) $ 60.2
Other comprehensive income, net of tax:
Foreign currency translation adjustments, net —
—
31.7
—
31.7
Unrealized losses on derivative contracts, net (4.4 ) —
—
—
(4.4 )
Amortization of prior service costs and actuarial losses, net 11.6
—
1.1
—
12.7
Total other comprehensive income, net of tax 7.2
—
32.8
—
40.0
Comprehensive income (loss) $ 67.4
$ 15.9
$ 183.8
$ (166.9 ) $ 100.2

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Three Months Ended September 30, 2017
(In millions)
(Unaudited)

Parent Guarantor Issuer Subsidiary
Non-Guarantor Eliminations Total
Net income (loss) $ 52.7
$ 28.7
$ 80.5
$ (109.2 ) $ 52.7
Other comprehensive income, net of tax:
Foreign currency translation adjustments, net —
—
9.8
—
9.8
Unrealized gains on derivative contracts, net 1.3
—
—
—
1.3
Amortization of prior service costs and actuarial losses, net 3.6
—
0.7
—
4.3
Total other comprehensive income, net of tax 4.9
—
10.5
—
15.4
Comprehensive income (loss) $ 57.6
$ 28.7
$ 91.0
$ (109.2 ) $ 68.1

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Nine Months Ended September 30, 2016
(In millions)
(Unaudited)

Parent Guarantor Issuer Subsidiary
Non-Guarantor Eliminations Total
Net (loss) income $ (21.4 ) $ 21.5
$ 67.1
$ (88.6 ) $ (21.4 )
Other comprehensive income, net of tax:
Foreign currency translation adjustments, net —
—
9.3
—
9.3
Unrealized gains on derivative contracts, net 3.8
—
—
—
3.8
Pension and postretirement liability adjustments, net
3.1
—
—
—
3.1
Amortization of prior service costs and actuarial losses, net 8.6
—
1.0
—
9.6
Total other comprehensive income, net of tax 15.5
—
10.3
—
25.8
Comprehensive (loss) income $ (5.9 ) $ 21.5
$ 77.4
$ (88.6 ) $ 4.4

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Three Months Ended September 30, 2016
(In millions)
(Unaudited)

Parent Guarantor Issuer Subsidiary
Non-Guarantor Eliminations Total
Net income (loss) $ 17.5
$ 10.0
$ 40.5
$ (50.5 ) $ 17.5
Other comprehensive income, net of tax:
Foreign currency translation adjustments, net —
—
4.6
—
4.6
Unrealized gains on derivative contracts, net 2.6
—
—
—
2.6
Pension and postretirement liability adjustments, net
3.1
—
—
—
3.1
Amortization of prior service costs and actuarial losses, net 1.9
—
0.4
—
2.3
Total other comprehensive income, net of tax 7.6
—
5.0
—
12.6
Comprehensive income (loss) $ 25.1
$ 10.0
$ 45.5
$ (50.5 ) $ 30.1

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2017
(In millions)
(Unaudited)

Parent Guarantor Issuer Subsidiary
Non-Guarantor Eliminations Total
Net operating activities $ 290.3
$ —
$ 164.8
$ —
$ 455.1
Investing Activities
Capital expenditures (64.5 ) —
(145.5 ) —
(210.0 )
Payments under long-term supply contracts —
—
(209.4 ) —
(209.4 )
Proceeds from disposition of property, plant and equipment —
—
0.1
—
0.1
Net investing activities (64.5 ) —
(354.8 ) —
(419.3 )
Financing Activities
Long-term debt:
Borrowings 620.0
1,375.0
40.0
—
2,035.0
Repayments (590.5 ) (1,316.9 ) —
—
(1,907.4 )
Stock options exercised 18.5
—
—
—
18.5
Dividends paid (99.6 ) —
—
—
(99.6 )
Debt issuance costs (8.3 ) (2.9 ) —
—
(11.2 )
Intercompany financing activities (154.2 ) (55.2 ) 209.4
—
—
Net financing activities (214.1 ) —
249.4
—
35.3
Effect of exchange rate changes on cash and cash equivalents —
—
0.3
—
0.3
Net increase in cash and cash equivalents 11.7
—
59.7
—
71.4
Cash and cash equivalents, beginning of period 25.2
—
159.3
—
184.5
Cash and cash equivalents, end of period $ 36.9
$ —
$ 219.0
$ —
$ 255.9

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2016
(In millions)
(Unaudited)

Parent Guarantor Issuer Subsidiary
Non-Guarantor Eliminations Total
Net operating activities $ 409.0
$ —
$ (1.9 ) $ —
$ 407.1
Investing Activities
Capital expenditures (39.2 ) —
(160.2 ) —
(199.4 )
Business acquired in purchase transaction, net of cash acquired (69.5 ) —
—
—
(69.5 )
Payments under long-term supply contracts —
—
(175.7 ) —
(175.7 )
Proceeds from sale/leaseback of equipment —
—
40.4
—
40.4
Proceeds from disposition of property, plant and equipment 0.1
—
0.3
—
0.4
Proceeds from disposition of affiliated companies 6.6
—
—
—
6.6
Net investing activities (102.0 ) —
(295.2 ) —
(397.2 )
Financing Activities
Long-term debt repayments (125.5 ) (50.6 ) —
—
(176.1 )
Stock options exercised 0.4
—
—
—
0.4
Dividends paid (99.1 ) —
—
—
(99.1 )
Debt and equity issuance costs —
(0.8 ) —
—
(0.8 )
Intercompany financing activities (186.7 ) 51.4
135.3
—
—
Net financing activities (410.9 ) —
135.3
—
(275.6 )
Effect of exchange rate changes on cash and cash equivalents —
—
0.7
—
0.7
Net decrease in cash and cash equivalents (103.9 ) —
(161.1 ) —
(265.0 )
Cash and cash equivalents, beginning of period 119.4
—
272.6
—
392.0
Cash and cash equivalents, end of period $ 15.5
$ —
$ 111.5
$ —
$ 127.0

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Business Background

Olin Corporation (Olin) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO. We are a leading vertically-integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. Our operations are concentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. All of our business segments are capital intensive manufacturing businesses. Chlor Alkali Products and Vinyls operating rates are closely tied to the general economy. Each segment has a commodity element to it, and therefore, our ability to influence pricing is quite limited on the portion of the segment’s business that is strictly commodity.

~~Our~~The Chlor Alkali Products and Vinyls segment ~~is a commodity business where all supplier~~manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, hydrochloric acid, hydrogen, bleach products ~~are similar~~ and price is the major supplier selection criterion. We have little or no ability to influence prices in the large, global commodity markets. Our Chlor Alkali Products and Vinyls segment produces some of the most widely used chemicals in the world that can be upgraded into a wide variety of downstream chemical products used in many end-markets. Cyclical price swings, driven by changes in supply/demand, can be abrupt and significant and, given capacity in our Chlor Alkali Products and Vinyls segment, can lead to very significant changes in our overall profitability.

potassium hydroxide. The Epoxy segment ~~consumes products manufactured by the Chlor Alkali Products~~produces and ~~Vinyls segment. While competitive differentiation exists through downstream customization and product development opportunities, pricing is extremely competitive with~~sells a ~~broad~~full range of ~~competitors across the globe.~~epoxy materials and precursors, including aromatics (acetone and phenol), allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and systems and growth products such as converted epoxy resins and additives. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges.

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

Executive Summary

~~2017~~2023 Overview

Net income for the three and six months ended June 30, 2023 was $146.9 million and $303.2 million, respectively, compared to $422.1 million and $815.1 million, respectively, for the comparable prior year periods in 2022. The decrease in net income from the prior year periods was primarily due to lower operating results across all of our business segments. Net income for both the three and six months ended June 30, 2023 also reflects a gain of $27.0 million for the sale of our domestic private trucking fleet and operations for cash proceeds of $28.5 million.

On January 10, 2023, Blue Water Alliance (BWA), our joint venture with Mitsui & Co., Ltd. (Mitsui), began operations after receiving all necessary regulatory approvals. BWA is an independent global trader of ECU-based derivatives, focused on globally traded caustic soda and ethylene dichloride. Olin holds 51% interest and exercises control in BWA and the joint venture is consolidated in our consolidated financial statements with Mitsui’s 49% interest in BWA classified as noncontrolling interest. All intercompany accounts and transactions are eliminated in consolidation.

Chlor Alkali Products and Vinyls ~~generated~~reported segment income of ~~$129.7~~$180.1 million and ~~$270.0~~$426.0 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2023, respectively. Chlor Alkali Products and Vinyls segment ~~income was higher~~results were lower than the comparable prior year periods due to higher product prices of $112.3 million and $296.6 million, respectively, primarily due to caustic soda. Partially offsetting these increases were incremental costs to continue operations, unabsorbed fixed manufacturing costs and reduced profit from lost sales associated with Hurricane Harvey. As a result of the flooding from Hurricane Harvey, we were forced to reduce production at our Freeport, TX facility from late August through mid-October due to logistics constraints, customer outages and raw material availability. The nine months ended September 30, 2017 was also impacted by higher costs from turnarounds and outages, electricity costs, primarily driven by natural gas prices, and ethylene costs compared to the prior year period. Chlor Alkali Products and Vinyls segment income included depreciation and amortization expense of $106.8 million and $106.3 million for the three months ended September 30, 2017 and 2016, respectively, and $318.0 million and $311.6 million for the nine months ended September 30, 2017 and 2016, respectively.

For the final nine months of 2016, caustic soda price indices increased creating positive product price momentum entering 2017. During the first three quarters of 2017, North America caustic soda price contract indices increased an additional $95 per ton. During August 2017, an additional caustic soda price increase of $100 per ton was announced. The price increase is in the process of being implemented and while the extent to which this price increase is achieved is uncertain, the majority of the benefit, if realized, would impact fourth quarter of 2017 and first quarter of 2018 results.

~~Epoxy reported a segment loss of $1.7 million and $11.0 million for the three and nine months ended September 30, 2017, respectively. Epoxy segment results are lower than~~ the comparable prior year periods primarily due to ~~increased raw material costs, primarily associated with benzene and propylene,~~lower volumes, partially offset by ~~increased product prices. Epoxy~~higher pricing across all products except vinyls intermediates. The Chlor Alkali Products and Vinyls second quarter 2023 segment results were also negatively impacted by ~~incremental costs to continue operations, unabsorbed fixed manufacturing~~$78.9 million for the maintenance turnaround and subsequent operating issues with the vinyl chloride monomer plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost ~~sales associated with Hurricane Harvey.~~ sales.

Epoxy reported segment ~~income included depreciation and amortization expense~~loss of ~~$24.4 million and $22.6~~$0.5 million for the three months ended ~~September~~June 30, ~~2017~~2023 and ~~2016, respectively, and $69.6 million and $67.3~~segment income of $20.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016, respectively.~~

~~Winchester reported~~2023. Epoxy segment ~~income of $17.2 million and $61.3 million for the three and nine months ended September 30, 2017, respectively. Winchester segment income declined from~~results were lower than in the comparable prior year periods primarily due to a lower ~~level~~volumes and lower product pricing, which were both impacted by record exports out of Asia into Europe and North America markets. Partially offsetting the lower volumes and pricing were lower raw material and operating costs.

Winchester reported segment income of $64.7 million and $125.7 million for the three and six months ended June 30, 2023, respectively. Winchester segment results were lower than in the comparable prior year periods primarily due to lower commercial ~~demand for shotshell, pistol~~volumes and ~~rifle ammunition, a less favorable product mix~~pricing, and ~~increased~~higher commodity and ~~other material~~operating costs, partially offset by ~~increased shipments to~~higher domestic and international military ~~customers~~sales.

Liquidity and ~~law enforcement agencies. Winchester segment income included depreciation and amortization expense of $4.8 million and $4.7 million for~~Share Repurchases

During the ~~three~~six months ended ~~September~~June 30, ~~2017~~2023, we repurchased and ~~2016, respectively, and $14.2~~retired 7.1 million ~~and $13.8~~shares of common stock at a total value of $393.0 million. As of June 30, 2023, we had $1,312.2 million ~~for~~of remaining authorized common stock to be purchased under our 2022 Repurchase Authorization Program.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016, respectively.~~

~~Financing~~

~~On March 9, 2017,~~2023, we ~~entered into a new five-year $1,975.0~~had net borrowings of $143.7 million ~~senior credit facility consisting of a $600.0~~with $215.0 million ~~senior revolving credit facility, which replaced~~borrowed under our previous $500.0 million senior revolving credit facility, and a $1,375.0 million term loan facility. The proceeds of the term loan facility were used to redeem the remaining balance of the existing Senior Credit Facility and a portion of the Sumitomo Credit Facility. The Amended Senior Credit Facility will mature in March 2022.

On March 9, 2017, we issued $500.0 million aggregate principal amount of 5.125% senior notes due September 15, 2027. The proceeds of the 2027 Notes were used to redeem the remaining balance of the Sumitomo Credit Facility.

~~In September 2017, we borrowed $120.0 million under the~~ Senior Revolving Credit Facility and ~~$40.0~~repayments of $65.2 million under ~~the~~our Receivables Financing ~~Agreement and~~Agreement. The net borrowings were used ~~the proceeds~~ to fund ~~a portion~~our normal seasonal working capital growth.

Table of ~~the $209.4 million payment to TDCC associated with a long-term ethylene supply contract to reserve additional ethylene at producer economics.~~Contents

For the nine months ended September 30, 2017, we made long-term debt repayments of $1,907.4 million including $1,282.5 million related to the existing term loan facility, $590.0 million related to the Sumitomo Credit Facility and $34.4 million under the required quarterly installments of the $1,375.0 million term loan facility.

Consolidated Results of Operations


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	($ in millions, except per share data)
Sales	$	1,702.7	$	2,616.1	$	3,547.0	$	5,077.5
Cost of goods sold	1,392.6		1,951.4		2,834.3		3,758.9
Gross margin	310.1		664.7		712.7		1,318.6
Selling and administration	101.2		99.0		213.0		203.3
Restructuring charges	19.2		3.6		80.1		6.7
Other operating income	27.0		3.3		27.5		3.3
Operating income	216.7		565.4		447.1		1,111.9
Interest expense	45.3		34.5		87.7		67.4
Interest income	1.1		0.3		2.2		0.7
Non-operating pension income	5.4		9.5		11.1		19.1
Income before taxes	177.9		540.7		372.7		1,064.3
Income tax provision	33.2		118.6		74.0		249.2
Net income	$	144.7	$	422.1	$	298.7	$	815.1
Net loss attributable to noncontrolling interests	(2.2)		—		(4.5)		—
Net income attributable to Olin Corporation	$	146.9	$	422.1	$	303.2	$	815.1
Net income attributable to Olin Corporation per common share:
Basic	$	1.15	$	2.83	$	2.35	$	5.37
Diluted	$	1.13	$	2.76	$	2.29	$	5.24

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
($ in millions, except per share data)
Sales $ 1,554.9
$ 1,452.7
$ 4,648.5
$ 4,164.9
Cost of goods sold 1,345.6
1,284.4
4,143.4
3,696.7
Gross margin 209.3
168.3
505.1
468.2
Selling and administration 86.4
82.0
254.6
249.4
Restructuring charges 9.2
5.2
25.9
106.2
Acquisition-related costs 1.1
13.1
12.5
39.6
Other operating (expense) income —
(0.2 ) (0.1 ) 10.5
Operating income 112.6
67.8
212.0
83.5
Earnings of non-consolidated affiliates 0.5
0.5
1.5
1.1
Interest expense 53.1
47.5
158.0
143.6
Interest income 0.4
0.5
1.0
1.3
Income (loss) before taxes 60.4
21.3
56.5

(57.7 )
Income tax provision (benefit) 7.7
3.8
(3.7 ) (36.3 )
Net income (loss) $ 52.7
$ 17.5
$ 60.2
$ (21.4 )
Net income (loss) per common share:
Basic $ 0.32
$ 0.11
$ 0.36
$ (0.13 )
Diluted $ 0.31
$ 0.11
$ 0.36
$ (0.13 )

Three Months Ended ~~September~~June 30, ~~2017~~2023 Compared to Three Months Ended ~~September~~June 30, ~~2016~~2022

Sales for the three months ended ~~September~~June 30, ~~2017~~2023 were ~~$1,554.9~~$1,702.7 million compared to ~~$1,452.7~~$2,616.1 million in the same period last year, ~~an increase~~a decrease of ~~$102.2~~$913.4 million, or 7%35%. Epoxy sales decreased by $438.9 million, primarily due to lower volumes, including the closure of our cumene facility and one of our bisphenol (BisA) production lines, and lower product pricing. Chlor Alkali Products and Vinyls sales ~~increased~~decreased by ~~$101.8~~$401.2 million primarily due to lower volumes, partially offset by products sold by BWA and higher ~~caustic soda product prices. Epoxy~~prices across all products except vinyls intermediates. Winchester sales ~~increased~~decreased by ~~$19.8~~$73.3 million, primarily due to ~~higher product prices. Both Chlor Alkali Products and Vinyls and Epoxy~~lower commercial sales volumes, ~~were negatively impacted by Hurricane Harvey. Winchester sales decreased by $19.4 million primarily due to decreased shipments to commercial customers,~~ partially offset by ~~increased shipments to~~higher domestic and international military ~~customers and law enforcement agencies.~~sales.

Gross margin ~~increased $41.0~~decreased $354.6 million ~~compared to~~for the three months ended ~~September~~June 30, ~~2016.~~2023 compared to the prior year. Chlor Alkali Products and Vinyls gross margin ~~increased~~decreased by ~~$76.2~~$157.3 million primarily due to ~~higher caustic soda prices.~~lower volumes. Epoxy gross margin decreased ~~$12.3~~by $139.9 million primarily due to ~~increased raw material costs, primarily associated with benzene~~lower volumes and ~~propylene, partially offset by higher~~lower product prices. Both Chlor Alkali Products and Vinyls and Epoxy gross margins were also negatively impacted by incremental costs to continue operations, unabsorbed fixed manufacturing costs and reduced profit from lost sales associated with Hurricane Harvey.pricing. Winchester gross margin decreased ~~$19.9~~by $53.1 million primarily due to a lower ~~level of~~ commercial demand for shotshell, pistol and rifle ammunition and a less favorable product mix and increased commodity and other material costs, partially offset by increased shipments to military customers and law enforcement agencies.volumes. Gross margin as a percentage of sales ~~increased~~decreased to ~~13%~~18% in ~~2017~~2023 from ~~12%~~25% in ~~2016.~~2022.

Selling and administration expenses for the three months ended ~~September~~June 30, ~~2017~~2023 were ~~$86.4~~$101.2 million, an increase of ~~$4.4~~$2.2 million from the ~~same period last~~prior year. The increase was primarily due to ~~higher consulting and contract services of $4.1 million and~~ higher stock-based compensation expense of $2.7 million, which includes mark-to-market adjustments, partially offset by lower legal and legal-related settlement expenses of $4.6 million. Selling and administration expenses for the three months ended September 30, 2017 also included costs associated with the implementation of new enterprise resource planning, manufacturing, and engineering systems, and related infrastructure costs of $2.9 million.adjustments. Selling and administration expenses as a percentage of sales ~~were~~increased to 6% in ~~2017 and 2016.~~2023 from 4% in 2022.

Restructuring charges for the three months ended ~~September~~June 30, ~~2017~~2023 and ~~2016 of $9.2~~2022 were $19.2 million and ~~$5.2~~$3.6 million, ~~respectively, were~~respectively. The increase in charges was primarily ~~associated with~~due to our actions to configure our global Epoxy asset footprint to optimize the ~~closure~~most productive and cost effective assets to support our strategic operating model, which resulted in pretax restructuring charges of ~~433,000 tons of chlor alkali capacity across three separate locations and permanently closing a portion of the Becancour, Canada chlor alkali facility. Restructuring charges~~$13.3 million.

Other operating income for the three months ended ~~September~~June 30, ~~2016 were also associated with~~2023 included a gain of $27.0 million for the ~~relocation~~sale of our ~~Winchester centerfire ammunition manufacturing operations from East Alton, IL to Oxford, MS, which was completed in 2016.~~domestic private trucking fleet and operations.

~~Acquisition-related costs~~

Table of ~~$1.1 million and $13.1~~Contents

Interest expense increased by $10.8 million for the three months ended ~~September~~June 30, ~~2017 and 2016, respectively, were related~~2023 from the prior year primarily due to ~~the integration~~higher average interest rates.

Non-operating pension income includes all components of ~~the Acquired Business, and consisted of advisory, legal, accounting~~pension and other ~~professional fees.~~

~~Interest expense increased by $5.6 million~~postretirement income (costs) other than service costs. Non-operating pension income was lower for the three months ended ~~September~~June 30, ~~2017,~~2023 primarily due to ~~higher~~an increase in the discount rate used to determine interest ~~rates and a higher level of debt outstanding.~~costs, partially offset by lower actuarial losses recognized to income.

The effective tax rate for the three months ended ~~September~~June 30, ~~2017~~2023 included a benefit ~~of $4.3 million~~associated with stock-based compensation, a benefit associated with prior year tax positions, an expense from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions, and an expense from a change in tax contingencies, resulting in a net $12.0 million tax benefit. After giving consideration to these items, the effective tax rate for the three months ended June 30, 2023 of 25.4% was higher than the 21% U.S. federal statutory rate primarily due to state income taxes and an increase in the valuation allowance related to losses in foreign jurisdictions, partially offset by favorable permanent salt depletion deductions. The effective tax rate for the three months ended June 30, 2022 included a benefit associated with prior year tax positions and stock-based compensation, resulting in a net $8.5 million tax benefit. After giving consideration to these items, the effective tax rate for the three months ended June 30, 2022 of 23.5% was higher than the 21% U.S. federal statutory rate primarily due to state and foreign income taxes, partially offset by foreign income exclusions and favorable permanent salt depletion deductions.

Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

Sales for the six months ended June 30, 2023 were $3,547.0 million compared to $5,077.5 million in the same period last year, a decrease of $1,530.5 million, or 30%. Epoxy sales decreased by $867.7 million, primarily due to lower volumes, including the closure of our cumene facility and one of our BisA production lines, and lower product pricing. Chlor Alkali Products and Vinyls sales decreased by $529.3 million primarily due to lower volumes, partially offset by products sold by BWA and higher prices across all products except vinyls intermediates. Winchester sales decreased by $133.5 million, primarily due to lower commercial sales volumes, partially offset by higher domestic and international military sales.

Gross margin decreased $605.9 million for the six months ended June 30, 2023 compared to the prior year. Epoxy gross margin decreased by $260.3 million primarily due to lower volumes and lower product pricing. Chlor Alkali Products and Vinyls gross margin decreased by $232.5 million primarily due to lower volumes, partially offset by higher prices across all products except vinyls intermediates. Winchester gross margin decreased by $111.1 million primarily due to lower commercial volumes. Gross margin as a percentage of sales decreased to 20% in 2023 from 26% in 2022.

Selling and administration expenses for the six months ended June 30, 2023 were $213.0 million, an increase of $9.7 million from the prior year. The increase was primarily due to higher stock-based compensation expense of $7.0 million, which includes mark-to-market adjustments. Selling and administration expenses as a percentage of sales increased to 6% in 2023 from 4% in 2022.

Restructuring charges for the six months ended June 30, 2023 and 2022 were $80.1 million and $6.7 million, respectively. The increase in charges was primarily due to our actions to configure our global Epoxy asset footprint to optimize the most productive and cost effective assets to support our strategic operating model, which resulted in pretax restructuring charges of $71.1 million.

Other operating income for the six months ended June 30, 2023 included a gain of $27.0 million for the sale of our domestic private trucking fleet and operations.

Interest expense increased by $20.3 million for the six months ended June 30, 2023 from the prior year primarily due to higher average interest rates.

Non-operating pension income includes all components of pension and other postretirement income (costs) other than service costs. Non-operating pension income was lower for the six months ended June 30, 2023 primarily due to an increase in the discount rate used to determine interest costs, partially offset by lower actuarial losses recognized to income.

The effective tax rate for the six months ended June 30, 2023 included a benefit associated with stock-based compensation, a benefit from remeasurement of deferred taxes due to a decrease in our state effective tax rates, a benefit ~~of $1.9 million~~ associated with prior year tax positions, an expense from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions, and an expense from a ~~benefit of $0.5~~change in tax contingencies, resulting in a net $17.2 million ~~associated with stock-based compensation.~~tax benefit. After giving consideration to these items, the effective tax rate for the ~~three~~six months ended ~~September~~June 30, ~~2017~~2023 of ~~23.8%~~24.5% was ~~lower~~higher than

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the ~~35.0%~~21% U.S. federal statutory rate primarily due to state and foreign income taxes and an increase in the valuation allowance related to losses in foreign jurisdictions, partially offset by favorable permanent salt depletion deductions. The effective tax rate for the ~~three~~six months ended ~~September~~June 30, ~~2016 of 17.8% was lower than the 35% U.S. federal statutory rate, primarily due to favorable permanent salt depletion deductions.~~

~~Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016~~

Sales for the nine months ended September 30, 2017 were $4,648.5 million compared to $4,164.9 million in the same period last year, an increase of $483.6 million, or 12%. Chlor Alkali Products and Vinyls sales increased by $366.5 million primarily due to higher caustic soda and EDC product prices and increased volumes. Epoxy sales increased by $169.2 million primarily due to higher product prices and increased volumes. Both Chlor Alkali Products and Vinyls and Epoxy sales volumes were negatively impacted by Hurricane Harvey. Winchester sales decreased by $52.1 million primarily due to decreased shipments to commercial customers, partially offset by increased shipments to military customers and law enforcement agencies.

Gross margin increased $36.9 million compared to the nine months ended September 30, 2016. Chlor Alkali Products and Vinyls gross margin increased by $112.0 million, primarily due to higher caustic soda and EDC product prices and increased volumes. Partially offsetting these increases were higher electricity costs, primarily driven by higher natural gas prices, and ethylene costs compared to the prior year period. Chlor Alkali Products and Vinyls gross margin was also impacted by higher maintenance costs, unabsorbed fixed manufacturing costs and reduced profit from lost sales associated with turnarounds and outages. Epoxy gross margin decreased $36.2 million primarily due to increased raw material costs, primarily associated with benzene and propylene, partially offset by higher product prices. Both Chlor Alkali Products and Vinyls and Epoxy gross margins were also negatively impacted by incremental costs to continue operations, unabsorbed fixed manufacturing costs and reduced profit from lost sales associated with Hurricane Harvey. Winchester gross margin decreased $38.0 million primarily due to lower volumes and a less favorable product mix, primarily due to a lower level of commercial demand for shotshell, pistol and rifle ammunition and increased commodity and other material costs, partially offset by increased shipments to military customers and law enforcement agencies. Gross margin as a percentage of sales was 11% in 2017 and 2016.

Selling and administration expenses for the nine months ended September 30, 2017 were $254.6 million, an increase of $5.2 million from the same period last year. The increase was primarily due to higher stock-based compensation expense of $7.3 million, which includes mark-to-market adjustments, and higher consulting and contract services of $5.1 million, partially offset by lower legal and legal-related settlement expenses of $10.6 million. Selling and administration expenses for the nine months ended September 30, 2017 also included costs associated with the implementation of new enterprise resource planning, manufacturing, and engineering systems, and related infrastructure costs of $2.9 million. Selling and administration expenses as a percentage of sales were 5% in 2017 and 6% in 2016.

Restructuring charges for the nine months ended September 30, 2017 and 2016 of $25.9 million and $106.2 million, respectively, were primarily associated with the closure of 433,000 tons of chlor alkali capacity across three separate locations and permanently closing a portion of the Becancour, Canada chlor alkali facility. For the nine months ended September 30, 2016, $76.6 million of these charges were non-cash asset impairment charges for equipment and facilities. Restructuring charges for the nine months ended September 30, 2016 were also associated with the relocation of our Winchester centerfire ammunition manufacturing operations from East Alton, IL to Oxford, MS, which was completed in 2016.

Acquisition-related costs of $12.5 million and $39.6 million for the nine months ended September 30, 2017 and 2016, respectively, were related to the integration of the Acquired Business, and consisted of advisory, legal, accounting and other professional fees.

Other operating (expense) income for the nine months ended September 30, 2016 included an $11.0 million insurance recovery for property damage and business interruption related to a 2008 chlor alkali facility incident.

Interest expense increased by $14.4 million for the nine months ended September 30, 2017, primarily due to higher interest rates and the write-off of unamortized deferred debt issuance costs of $2.7 million associated with the redemption of the Sumitomo Credit Facility and the Senior Credit Facility.

~~The effective tax rate for the nine months ended September 30, 2017~~2022 included a benefit of $9.5 million related to an agreement reached with the Internal Revenue Service (IRS) for the years 2008 and 2010 to 2012 tax examinations, a benefit of $4.3 million related to the remeasurement of deferred taxes due to a decrease in our state effective tax rates, a benefit of $2.9 million associated with stock-based compensation and a benefit of $1.0 million associated with prior year tax ~~positions.~~positions and stock-based compensation, resulting in a net $10.8 million tax benefit. After giving consideration to these items, the effective tax rate for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 of ~~24.8%~~24.4% was ~~lower~~higher than the ~~35.0%~~21% U.S. federal statutory rate primarily due to favorable salt depletion deduction. The effective tax rate for the nine months ended September 30, 2016 included a benefit of $5.2 million associated with return to provision adjustments for the finalization of our prior years’ U.S. federalstate and ~~state~~foreign income tax returns. The return to provision adjustment for the nine months ended September 30, 2016 included $14.9 million of benefit primarily associated with a change in estimate related to the calculation of salt depletiontaxes, partially offset by foreign income exclusions and $9.7 million of expense associated with the correction of an immaterial error related to non-deductible acquisition costs. The effective tax rate for the nine months ended September 30, 2016 also included an expense of $4.1 million related to changes in uncertain tax positions for prior tax years. After giving consideration to these items, the effective tax rate for the nine months ended September 30, 2016 of 61.0% was higher than the 35% U.S. federal statutory rate, primarily due to favorable permanent salt depletion ~~deductions in combination with a pretax loss.~~deductions.

Segment Results

We define segment results as income (loss) before interest expense, interest income, other operating income (expense), non-operating pension income, other income and income taxes, and include the operating results of non-consolidated affiliates. Consistent with the guidance in ASC 280, “Segment Reporting” (ASC 280), we have determined it is appropriate to include the operating results of non-consolidated affiliates in the relevant segment financial results.taxes. We have three operating segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. The three operating segments reflect the organization used by our management for purposes of allocating resources and assessing performance. Chlorine and caustic soda used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment. ~~Sales and profits are recognized~~BWA is consolidated in ~~the~~our Chlor Alkali Products and Vinyls ~~segment for all caustic soda generated and sold by Olin.~~segment.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Sales:	($ in millions)
Chlor Alkali Products and Vinyls	$	1,002.3	$	1,403.5	$	2,119.4	$	2,648.7
Epoxy	333.8		772.7		694.5		1,562.2
Winchester	366.6		439.9		733.1		866.6
Total sales	$	1,702.7	$	2,616.1	$	3,547.0	$	5,077.5
Income (loss) before taxes:
Chlor Alkali Products and Vinyls	$	180.1	$	346.5	$	426.0	$	675.1
Epoxy	(0.5)		139.9		20.9		277.9
Winchester	64.7		119.3		125.7		238.2
Corporate/other:
Environmental expense	(13.0)		(5.0)		(16.2)		(10.6)
Other corporate and unallocated costs	(22.4)		(35.0)		(56.7)		(65.3)
Restructuring charges	(19.2)		(3.6)		(80.1)		(6.7)
Other operating income	27.0		3.3		27.5		3.3
Interest expense	(45.3)		(34.5)		(87.7)		(67.4)
Interest income	1.1		0.3		2.2		0.7
Non-operating pension income	5.4		9.5		11.1		19.1
Income before taxes	$	177.9	$	540.7	$	372.7	$	1,064.3

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Sales: ($ in millions)
Chlor Alkali Products and Vinyls $ 881.2
$ 779.4
$ 2,583.2
$ 2,216.7
Epoxy 489.9
470.1
1,549.5
1,380.3
Winchester 183.8
203.2
515.8
567.9
Total sales $ 1,554.9
$ 1,452.7
$ 4,648.5
$ 4,164.9
Income (loss) before taxes:
Chlor Alkali Products and Vinyls⁽¹⁾
$ 129.7
$ 53.7
$ 270.0
$ 152.5
Epoxy (1.7 ) 10.3
(11.0 ) 18.5
Winchester 17.2
36.0
61.3
95.9
Corporate/other:
Pension income⁽²⁾
11.1
15.4
32.1
40.2
Environmental expense (1.8 ) (0.4 ) (6.2 ) (5.5 )
Other corporate and unallocated costs⁽³⁾
(31.1 ) (28.2 ) (94.2 ) (81.7 )
Restructuring charges⁽⁴⁾
(9.2 ) (5.2 ) (25.9 ) (106.2 )
Acquisition-related costs⁽⁵⁾
(1.1 ) (13.1 ) (12.5 ) (39.6 )
Other operating (expense) income⁽⁶⁾
—
(0.2 ) (0.1 ) 10.5
Interest expense (53.1 ) (47.5 ) (158.0 ) (143.6 )
Interest income 0.4
0.5
1.0
1.3
Income (loss) before taxes $ 60.4
$ 21.3
$ 56.5
$ (57.7 )

~~(1)~~

Earnings of non-consolidated affiliates are included in the Chlor Alkali Products and Vinyls segment results consistent with management’s monitoring of the operating segments. The earnings of non-consolidated affiliates were $0.5 million for both the three months ended September 30, 2017 and 2016, and $1.5 million and $1.1 million for the nine months ended September 30, 2017 and 2016, respectively.

~~(2)~~

The service cost and the amortization of prior service cost components of pension expense related to the employees of the operating segments are allocated to the operating segments based on their respective estimated census data. All other components of pension costs are included in corporate/other and include items such as the expected return on plan assets, interest cost and recognized actuarial gains and losses.


~~(3)~~	Other corporate and unallocated costs for both the three and nine months ended September 30, 2017 included costs associated with the implementation of new enterprise resource planning, manufacturing, and engineering systems, and related infrastructure costs of $2.9 million.

~~(4)~~

Restructuring charges for the three months ended September 30, 2017 and 2016 of $9.2 million and $5.2 million, respectively, and for the nine months ended September 30, 2017 and 2016 of $25.9 million and $106.2 million, respectively, were primarily associated with the closure of 433,000 tons of chlor alkali capacity across three separate locations and permanently closing a portion of the Becancour, Canada chlor alkali facility. For the nine months ended September 30, 2016, $76.6 million of these charges were non-cash asset impairment charges for equipment and facilities. Restructuring charges for the three and nine months ended September 30, 2016 were also associated with the relocation of our Winchester centerfire ammunition manufacturing operations from East Alton, IL to Oxford, MS which was completed in 2016.


~~(5)~~	Acquisition-related costs for the three and nine months ended September 30, 2017 and 2016 were related to the integration of the Acquired Business, and consisted of advisory, legal, accounting and other professional fees.


~~(6)~~	Other operating (expense) income for the nine months ended September 30, 2016 included an $11.0 million insurance recovery for property damage and business interruption related to a 2008 chlor alkali facility incident.

Chlor Alkali Products and Vinyls

Three Months Ended ~~September~~June 30, ~~2017~~2023 Compared to Three Months Ended ~~September~~June 30, ~~2016~~2022

Chlor Alkali Products and Vinyls sales for the three months ended ~~September~~June 30, ~~2017~~2023 were ~~$881.2~~$1,002.3 million compared to ~~$779.4~~$1,403.5 million for the same period in ~~2016, an increase~~2022, a decrease of ~~$101.8~~$401.2 million, or ~~13%~~29%. Thesales ~~increase~~ decreasewasprimarilydueto ~~higher product prices ($112.3 million),~~lower volumes, partially offset by ~~lower volumes ($10.5 million). The~~products sold by BWA and higher ~~product~~ prices ~~were primarily related to caustic soda partially offset by lower EDC product prices. Chlor Alkali Products and Vinyls sales volumes were negatively impacted by Hurricane Harvey.~~across all products except vinyls intermediates.

Chlor Alkali Products and Vinyls segment income was ~~$129.7~~$180.1 million for the three months ended ~~September~~June 30, ~~2017~~2023 compared to ~~$53.7~~$346.5 million for the same period in ~~2016, an increase~~2022. The decrease in segment results of ~~$76.0~~$166.4 million ~~or 142%. Chlor Alkali Products and Vinyls segment income~~ was ~~higher~~ due to ~~higher product prices~~lower volumes across all products ($~~112.3~~276.3 million), ~~primarily related to caustic soda, and a favorable product mix ($11.3 million). These increases were~~ partially offset by ~~incremental~~lower raw material and operating costs ~~to continue operations, unabsorbed fixed manufacturing~~($65.7 million), higher prices across all products except vinyls intermediates ($28.3 million) and lower costs ~~and reduced profit from lost sales~~ associated with ~~Hurricane Harvey~~product purchased from other parties ($~~24.0 million), higher operating costs ($19.9 million), primarily due to increased planned maintenance turnarounds, and higher electricity costs, primarily driven by natural gas prices ($3.7~~15.9 million). Chlor Alkali Products and Vinyls second quarter 2023 segment ~~income~~results were negatively impacted by the maintenance turnaround and subsequent operating issues with the vinyl chloride monomer plant at the Freeport, TX facility, resulting in higher costs and reduced profit from lost sales. Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of ~~$106.8~~$113.3 million and ~~$106.3~~$120.4 million for the three months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively.

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~~Nine~~

Six Months Ended ~~September~~June 30, ~~2017~~2023 Compared to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2022

Chlor Alkali Products and Vinyls sales for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 were ~~$2,583.2~~$2,119.4 million compared to ~~$2,216.7~~$2,648.7 million for the same period in ~~2016, an increase~~2022, a decrease of ~~$366.5~~$529.3 million, or ~~17%~~20%. Thesales ~~increase~~ decreasewasprimarilydueto ~~increased product~~lower volumes, partially offset by products sold by BWA and higher prices ($296.6 million) and increased volumes ($69.9 million). The higher product prices and increased volumes were primarily related to caustic soda and EDC. Chlor Alkali Products and Vinyls sales volumes were negatively impacted by Hurricane Harvey.across all products except vinyls intermediates.

Chlor Alkali Products and Vinyls segment income was ~~$270.0~~$426.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 compared to ~~$152.5~~$675.1 million for the same period in ~~2016, an increase~~2022. The decrease in segment results of ~~$117.5~~$249.1 million ~~or 77%~~was due to lower volumes across all products ($457.8 million) and increased costs associated with product purchased from other parties ($16.2 million), partially offset by higher prices across all products except vinyls intermediates ($151.3 million) and lower raw material and operating costs ($73.6 million). Chlor Alkali Products and Vinyls second quarter 2023 segment ~~income was~~results were negatively impacted by the maintenance turnaround and subsequent operating issues with the vinyl chloride monomer plant at the Freeport, TX facility, resulting in higher due to higher product prices ($296.6 million), increased volumes and a favorable product mix ($16.2 million). The higher product prices and increased volumes were primarily related to caustic soda and EDC. These increases were partially offset by higher maintenance costs, unabsorbed fixed manufacturing costs and reduced profit from lost sales associated with turnarounds and outages ($102.5 million) and incremental costs to continue operations, unabsorbed fixed manufacturing costs and reduced profit from lost sales associated with Hurricane Harvey ($24.0 million). Electricity costs, primarily driven by higher natural gas prices, and ethylene costs ($59.8 million) and operating costs ($9.0 million) were also higher compared to the prior year.sales. Chlor Alkali Products and Vinyls segment ~~income~~results included depreciation and amortization expense of ~~$318.0~~$227.7 million and ~~$311.6~~$243.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively.

Epoxy

Three Months Ended ~~September~~June 30, ~~2017~~2023 Compared to Three Months Ended ~~September~~June 30, ~~2016~~2022

Epoxy sales for the three months ended ~~September~~June 30, ~~2017~~2023 were ~~$489.9~~$333.8 million compared to ~~$470.1~~$772.7 million for the same period in ~~2016, an increase~~2022, a decrease of ~~$19.8~~$438.9 million, or 4%57%. The sales ~~increase~~decrease was primarily due to ~~higher~~the closure of our cumene facility and one of our BisA production lines ($206.9 million), lower volumes ($118.7 million), lower product prices ($~~45.7~~110.8 million)~~, partially offset by lower product volumes~~ and an unfavorable effect of foreign currency translation ($~~25.9~~2.5 million). ~~Epoxy sales volumes were negatively impacted by Hurricane Harvey.~~

Epoxy segment loss was ~~$1.7~~$0.5 million for the three months ended ~~September~~June 30, ~~2017,~~2023 compared to segment income of ~~$10.3~~$139.9 million for the same period in ~~2016, a~~2022. The decrease in segment results of ~~$12.0 million.~~$140.4 million was primarily due to lower product prices ($110.8 million) and lower volumes ($75.6 million), which were both impacted by record exports out of Asia into Europe and North America markets, partially offset by lower raw material and operating costs ($46.0 million). A significant percentage of our Euro denominated sales are of products manufactured within Europe. As a result, the impact of foreign currency translation on revenue is primarily offset by the impact of foreign currency translation on raw materials and manufacturing costs also denominated in Euros. Epoxy segment results were negatively impacted by incremental costs to continue operations, unabsorbed fixed manufacturing costs and reduced profit from lost sales associated with Hurricane Harvey ($18.7 million). Epoxy segment results were also impacted by increased raw material costs ($30.8 million), primarily associated with benzene and propylene, and higher operating costs ($8.2 million). These decreases were partially offset by higher product prices ($45.7 million). Epoxy segment income included depreciation and amortization expense of ~~$24.4~~$15.2 million and ~~$22.6~~$20.4 million for the three months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively.

~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2023 Compared to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2022

Epoxy sales for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 were ~~$1,549.5~~$694.5 million compared to ~~$1,380.3~~$1,562.2 million for the same period in ~~2016, an increase~~2022, a decrease of ~~$169.2~~$867.7 million, or ~~12%~~56%. The sales ~~increase~~decrease was primarily due to ~~higher~~the closure of our cumene facility and one of our BisA production lines ($391.6 million), lower volumes ($312.7 million), lower product prices ($~~127.8~~153.4 million) and ~~increased volumes and a favorable product mix~~an unfavorable effect of foreign currency translation ($~~41.4~~10.0 million). ~~Epoxy sales volumes were negatively impacted by Hurricane Harvey.~~

Epoxy segment ~~loss~~income was ~~$11.0~~$20.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 compared to ~~segment income of $18.5~~$277.9 million for the same period in ~~2016, a~~2022. The decrease in segment results of ~~$29.5 million.~~$257.0 million was primarily due to lower volumes ($193.1 million) and lower product prices ($153.4 million), which were both impacted by record exports out of Asia into Europe and North America markets, partially offset by lower raw material and operating costs ($89.5 million). A significant percentage of our Euro denominated sales are of products manufactured within Europe. As a result, the impact of foreign currency translation on revenue is primarily offset by the impact of foreign currency translation on raw materials and manufacturing costs also denominated in Euros. Epoxy segment results were negatively impacted by incremental costs to continue operations, unabsorbed fixed manufacturing costs and reduced profit from lost sales associated with Hurricane Harvey ($18.7 million). Epoxy segment results were also impacted by increased raw material costs ($165.0 million), primarily associated with benzene and propylene, and higher operating costs ($8.8 million). These decreases were partially offset by higher product prices ($127.8 million), increased volumes and a favorable product mix ($35.2 million). Epoxy segment income included depreciation and amortization expense of ~~$69.6~~$29.7 million and ~~$67.3~~$40.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively.

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Winchester

Three Months Ended ~~September~~June 30, ~~2017~~2023 Compared to Three Months Ended ~~September~~June 30, ~~2016~~2022

Winchester sales were ~~$183.8~~$366.6 million for the three months ended ~~September~~June 30, ~~2017~~2023 compared to ~~$203.2~~$439.9 million for the same period in ~~2016,~~2022, a decrease of ~~$19.4~~$73.3 million, or ~~10%~~17%. The ~~sales~~ decrease was ~~primarily~~ due to lower ammunition sales to commercial customers ($~~30.2~~121.2 million), partially offset by ~~increased shipments~~higher sales to domestic and international military customers ($46.9 million) and law enforcement agencies ($~~10.8~~1.0 million). ~~The decrease in commercial~~Commercial ammunition sales were primarily ~~reflects~~impacted by lower ~~demand in shotshell, pistol and rifle ammunition.~~volumes.

Winchester ~~reported~~ segment income was ~~$17.2~~$64.7 million for the three months ended ~~September~~June 30, ~~2017~~2023 compared to ~~$36.0~~$119.3 million for the same period in ~~2016,~~2022, a decrease of ~~$18.8 million, or 52%.~~$54.6 million. The decrease in segment results was due to lower volumes ~~and a less favorable product mix~~ ($~~12.7~~43.8 million), ~~increased~~lower product pricing ($7.7 million) and higher commodity and ~~other material~~operating costs ($~~3.6 million) and lower product prices ($2.5~~3.1 million). Winchester segment income included depreciation and amortization expense of ~~$4.8~~$6.3 million and ~~$4.7~~$5.9 million for the three months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively.

~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2023 Compared to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2022

Winchester sales were ~~$515.8~~$733.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 compared to ~~$567.9~~$866.6 million for the same period in ~~2016,~~2022, a decrease of ~~$52.1~~$133.5 million, or 9%15%. The ~~sales~~ decrease was ~~primarily~~ due to lower ammunition sales to commercial customers ($~~79.9~~234.9 million), partially offset by ~~increased shipments~~higher sales to domestic and international military customers ($92.8 million) and law enforcement agencies ($~~27.8~~8.6 million). ~~The decrease in commercial~~Commercial ammunition sales were primarily ~~reflects~~impacted by lower ~~demand in shotshell, pistol and rifle ammunition.~~volumes.

Winchester ~~reported~~ segment income was ~~$61.3~~$125.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 compared to ~~$95.9~~$238.2 million for the same period in ~~2016,~~2022, a decrease of ~~$34.6 million, or 36%.~~$112.5 million. The decrease in segment results was due to lower volumes ~~and a less favorable product mix~~ ($~~24.0~~89.7 million), ~~increased~~higher commodity and ~~other material~~operating costs ($~~5.6~~14.1 million) and lower product ~~prices~~pricing ($~~5.0~~8.7 million). Winchester segment income included depreciation and amortization expense of ~~$14.2~~$12.5 million and ~~$13.8~~$12.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively.

Corporate/Other

Three Months Ended ~~September~~June 30, ~~2017~~2023 Compared to Three Months Ended ~~September~~June 30, ~~2016~~2022

For the three months ended ~~September~~June 30, 2017, pension income included in corporate/other was $11.1 million compared to $15.4 million for the three months ended September 30, 2016. On a total company basis, defined benefit pension income for the three months ended September 30, 2017, was $6.3 million compared to $9.3 million for the three months ended September 30, 2016.

~~For the three months ended September 30, 2017,~~2023, charges to income for environmental investigatory and remedial activities were ~~$1.8~~$13.0 million compared to ~~$0.4~~$5.0 million for the three months ended ~~September~~June 30, ~~2016.~~2022. These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.

For the three months ended ~~September~~June 30, ~~2017,~~2023, other corporate and unallocated costs were ~~$31.1~~$22.4 million compared to ~~$28.2~~$35.0 million for the three months ended ~~September~~June 30, ~~2016, an increase~~2022, a decrease of ~~$2.9~~$12.6 million. The ~~increase~~ decrease was primarily due to ~~higher stock-based~~lower variable incentive compensation ~~expense of $3.6 million,~~costs ($6.4 million), which includes mark-to-market adjustments on stock-based compensation expense, and ~~costs associated with the implementation of new enterprise resource planning, manufacturing, and engineering systems, and related infrastructure costs of $2.9 million, partially offset by decreased~~ lower legal and legal-related settlement expenses ~~of $2.7 million.~~ ($4.5 million).

~~Nine~~Six Months Ended~~September~~ June 30, ~~2017~~2023 Compared to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2022

For the ~~nine~~six months ended ~~September~~June 30, 2017, pension income included in corporate/other was $32.1 million compared to $40.2 million for the nine months ended September 30, 2016. On a total company basis, defined benefit pension income for the nine months ended September 30, 2017, was $19.7 million compared to $27.7 million for the nine months ended September 30, 2016.

~~For the nine months ended September 30, 2017,~~2023, charges to income for environmental investigatory and remedial activities were ~~$6.2~~$16.2 million compared to ~~$5.5~~$10.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2022. These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.

For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2023, other corporate and unallocated costs were ~~$94.2~~$56.7 million compared to ~~$81.7~~$65.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016, an increase~~2022, a decrease of ~~$12.5~~$8.6 million. The ~~increase~~ decrease was primarily due to higher stock-based compensation expense of $7.3 million, which includes mark-to-market adjustments, increased consulting charges of $4.2 million, an unfavorable foreign currency impact of $3.1 million and costs associated with the implementation of new enterprise resource planning, manufacturing, and engineering systems, and related infrastructure costs of $2.9 million. Partially offsetting these increases were decreased lower legal and legal-related settlement expenses ($5.5 million) and lower variable incentive compensation costs ($2.0 million), which includes mark-to-market adjustments on stock-based compensation expense.

Restructurings

As a result of ~~$5.2 million.~~weak global resin demand and higher cost structures within the European region, we began a review of our global Epoxy asset footprint to optimize the most productive and cost effective assets to support our strategic operating model.

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As part of this review we announced operational cessations in the fourth quarter of 2022 and the first and second quarters of 2023 (collectively, Epoxy Optimization Plan). The foregoing actions will complete the rightsizing plan of our Epoxy business.

~~Outlook~~

~~Net income in 2017 is projected~~On June 20, 2023, we announced we had made the decision to cease all remaining operations at our Gumi, South Korea facility, reduce epoxy resin capacity at our Freeport, TX facility, and reduce our sales and support staffing across Asia. These actions are expected to be substantially completed by December 31, 2023. On March 21, 2023, we announced we had made the decision to cease operations at our cumene facility in Terneuzen, Netherlands and solid epoxy resin production at our facilities in Gumi, South Korea and Guaruja, Brazil. The closures were completed in the ~~$0.65~~first quarter 2023. During the fourth quarter of 2022, we committed to ~~$0.80 per diluted share range, which includes pretax restructuring charges~~ and ~~pretax acquisition-related integration costs totaling approximately $50 million. Net loss in 2016 was $0.02 per diluted share, which included pretax acquisition-related integration costs~~completed a plan to close down one of ~~$48.8 million~~our BisA production lines at our Stade, Germany site. For the three and six months ended June 30, 2023, we recorded pretax restructuring charges of ~~$112.9 million.~~$13.3 million and $71.1 million, respectively, for the write-off of equipment and facility costs, employee severance and related benefit costs, contract termination costs and facility exit costs related to these actions. We expect to incur additional restructuring charges through 2026 of approximately $50 million related to these actions.

~~Fourth quarter 2017 earnings are expected~~

Outlook

In 2023, we expect the on-going challenging global economic conditions to ~~improve sequentially from the third quarter of 2017. Fourth quarter earnings are expected~~continue as we expect operating results to ~~benefit from higher caustic soda pricing and reduced impact from Hurricane Harvey partially offset by higher maintenance turnaround activity. The~~decline across all our business segments compared to 2022. We expect our Chlor Alkali Products and Vinyls business ~~in fourth quarter 2017 is forecast~~ to ~~benefit from stronger year over year volumes across all products, sequentially improved caustic soda and chlorine prices and lower ethylene costs. EDC pricing is forecast~~continue to ~~decline sequentially from~~be negatively impacted during the third quarter to2023 by the ~~fourth quarter. Epoxy fourth quarter 2017 segment results will reflect a 35-day planned maintenance turnaround~~operating issues with the vinyl chloride monomer plant at ~~our production facility in Stade, Germany. Winchester fourth quarter 2017 segment earnings are expected to be below fourth quarter 2016 levels due to~~ the ~~continuation of lower commercial ammunition sales combined with higher commodity and other material costs.~~

Freeport, TX facility. We also expect Chlor Alkali Products and Vinyls ~~2017 segment income is expected~~to experience declining caustic soda market conditions and continued vinyls intermediates demand weakness in the third quarter 2023. We expect our Epoxy business to continue to be ~~higher compared to 2016 segment income~~challenged by European and North American demand weakness, aggravated by elevated Asian exports and a muted recovery of ~~$224.9 million reflecting higher chlorine, caustic soda and EDC prices and additional cost synergy realization. These increases are expected to be partially offset by~~Chinese domestic demand. We expect the impact of higher maintenance turnaround costs, higher electricity costs, driven by increased natural gas costs, and incremental costs to continue operations, unabsorbed fixed manufacturing costs and reduced profitthird quarter 2023 operating results from ~~lost sales associated with Hurricane Harvey.~~

~~Epoxy 2017 segment income is expected~~our Chemical businesses to be lower than 2016 segment income of $15.4 million as improved volumes and pricing year over year are expected to be more than offset by the higher raw material costs, associated with benzene and propylene, increased turnaround and outage costs, and incremental costs to continue operations, unabsorbed fixed manufacturing costs and reduced profit from lost sales associated with Hurricane Harvey.

Winchester 2017 segment income is expected to be in the $75 million to $80 million range, compared to $120.9 million of segment income achieved during 2016. The forecast for Winchester is primarily driven by lower commercial ammunition demand, due primarily to both an overall reduction in purchases and inventory reductions by our customers and higher commodity and material costs.second quarter 2023 levels. We expect ~~the decrease in commercial sales~~our Winchester business third quarter 2023 results to ~~be partially offset by an~~ increase ~~year over year in~~sequentially from second quarter 2023 levels as we anticipate international and domestic military ~~sales. The Oxford, MS relocation project was completed during 2016. This relocation reduced Winchester's annual operating costs by approximately $40 million in 2016 and, in 2017,~~growth. Overall, we expect ~~the cost savings~~Olin’s third quarter 2023 operating results to decline from ~~the completed project to reach approximately $45 million.~~second quarter 2023 levels.

Other Corporate and Unallocated costs in ~~2017~~2023 are expected to be higher than 2016 Other Corporate and Unallocated costs of $100.2 million driven by stock-based compensation, consulting costs, the full year effect of the increased corporate infrastructure costs to support the integration of the Acquired Business and costs associatedcomparable with the ~~implementation of new enterprise resource planning, manufacturing, and engineering systems, and related infrastructure costs.~~$131.5 million in 2022.

During ~~2017,~~2023, we ~~are anticipating~~anticipate environmental expenses in the $8$25 million to ~~$10~~$30 million range, compared to ~~$9.2~~$23.2 million in 2016. We do not expect to recover any environmental costs incurred and expensed in prior periods in 2017. In connection with the Acquisition, TDCC has retained liabilities relating to litigation, releases of hazardous materials and violations of environmental law to the extent arising prior to the Closing Date.2022.

We expect ~~qualified defined benefit~~non-operating pension ~~plan~~ income in ~~2017~~2023 to be ~~lower than~~in the ~~2016 level by approximately $10 million.~~$20 million to $25 million range compared to $38.7 million in 2022. Based on our plan assumptions and estimates, we will not be required to make any cash contributions to our domestic qualified defined benefit pension plan in ~~2017.~~2023. We do have several international qualified defined benefit pension plans tofor which we anticipate cash contributions of less than $5 million in ~~2017.~~2023.

~~Approximately 30% of our debt is at variable rates, including the impact of our interest rate swaps. We are estimating our 2017 average interest rate on outstanding debt will be approximately 5%.~~

In ~~2017,~~2023, we currently expect our capital spending to be in the ~~$300~~$200 million to ~~$325~~$250 million range ~~which includes approximately $35~~and we expect to make payments under other long-term supply contracts in the $50 million ~~of synergy-related capital, which we believe is necessary~~ to ~~realize~~$100 million range for energy modernization on the ~~anticipated synergies.~~U.S. Gulf Coast. We expect ~~2017~~2023 depreciation and amortization expense to be in the ~~$545~~$525 million to ~~$555~~$550 million range.

The effective tax rate for 2017 includes a benefit of $9.5 million related to an agreement reached with the IRS regarding tax examination years 2008 and 2010 to 2012. After giving consideration to this item, weWe currently believe the ~~2017~~2023 effective tax ~~rate~~rates will be in the ~~20%~~25% range and our cash tax rate to ~~25% range.~~be in the 35% to 40% range as a result of previously deferred international tax payments expected to be made in 2023.

Environmental Matters

Environmental provisions charged to income, which are included in costs of goods sold, were ~~$1.8~~$13.0 million and ~~$0.4~~$5.0 million for the three months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively, and ~~$6.2~~were $16.2 million and ~~$5.5~~$10.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively.

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Our liabilities for future environmental expenditures were as follows:


	June 30,
	2023		2022
	($ in millions)
Balance at beginning of year	$	146.6	$	147.3
Charges to income	16.2		10.6
Remedial and investigatory spending	(11.0)		(9.0)
Foreign currency translation adjustments	—		—
Balance at end of period	$	151.8	$	148.9

September 30,
2017 2016
($ in millions)
Balance at beginning of year $ 137.3
$ 138.1
Charges to income 6.2
5.5
Remedial and investigatory spending (8.7 ) (6.6 )
Currency translation adjustments 0.5
0.5
Balance at end of period $ 135.3
$ 137.5

Environmental investigatory and remediation activities spending was associated with former waste disposal sites and past manufacturing operations. Spending in ~~2017~~2023 for investigatory and remedial efforts, the timing of which is subject to regulatory approvals and other uncertainties, is estimated to be approximately ~~$17.0~~$25 million. Cash outlays for remedial and investigatory activities associated with former waste disposal sites and past manufacturing operations were not charged to income, but instead, were charged to reserves established for such costs identified and expensed to income in prior periods. Associated costs of investigatory and remedial activities are provided for in accordance with generally accepted accounting principles governing probability and the ability to reasonably estimate future costs. Our ability to estimate future costs depends on whether our investigatory and remedial activities are in preliminary or advanced stages. With respect to unasserted claims, we accrue liabilities for costs that, in our experience, we ~~may~~expect to incur to protect our ~~interest~~interests against those unasserted claims. Our accrued liabilities for unasserted claims amounted to ~~$6.1~~$8.9 million at ~~September~~June 30, ~~2017.~~2023. With respect to asserted claims, we accrue liabilities based on remedial investigation, feasibility study, remedial action and ~~Operation, Maintenance~~operation, maintenance and ~~Monitoring~~monitoring (OM&M) expenses that, in our experience, we ~~may~~expect to incur in connection with the asserted claims. Required site OM&M expenses are estimated and accrued in their entirety for required periods not exceeding 30 years, which reasonably approximates the typical duration of long-term site OM&M. Charges to income for investigatory and remedial efforts ~~could~~may be material to our operating results in ~~2017.~~2023.

~~In connection with the Acquisition, TDCC retained liabilities relating to releases of hazardous materials and violations of environmental law to the extent arising prior to the Closing Date.~~

~~Our~~The condensed balance sheets included ~~liabilities~~reserves for future environmental expenditures to investigate and remediate known sites amounting to ~~$135.3~~$151.8 million, $146.6 million and $148.9 million at ~~September~~June 30, ~~2017, $137.3 million at~~2023, December 31, ~~2016~~2022 and ~~$137.5 million at September~~June 30, ~~2016,~~2022, respectively, of which ~~$118.3~~$126.8 million, ~~$120.3~~$121.6 million and ~~$118.5~~$123.9 million, respectively, were classified as other noncurrent liabilities. These amounts do not take into account any discounting of future expenditures or any consideration of insurance recoveries or advances in technology. These liabilities are reassessed periodically to determine if environmental circumstances have changed and/or remediation efforts and our estimate of related costs have changed. As a result of these reassessments, future charges to income may be made for additional liabilities.

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

Legal Matters and Contingencies

~~We,~~Discussion of legal matters and ~~our subsidiaries, are defendants in various legal actions (including proceedings based on alleged exposures~~contingencies can be referred to ~~asbestos) incidental to our past~~under Item 1, within Note 17, “Commitments and ~~current business activities. As~~Contingencies.”

Table of September 30, 2017, December 31, 2016 and September 30, 2016, our condensed balance sheets included liabilities for these legal actions of $15.9 million, $13.6 million and $22.9 million, respectively. These liabilities do not include costs associated with legal representation. Based on our analysis, and considering the inherent uncertainties associated with litigation, we do not believe that it is reasonably possible that these legal actions will materially adversely affect our financial position, cash flows or results of operations. In connection with the Acquisition, TDCC retained liabilities related to litigation to the extent arising prior to the Closing Date. In addition to the aforementioned legal actions, we are party to a dispute relating to a contract termination. The other party to the contract has filed an Amended Demand for Arbitration alleging, among other things, that Olin breached the contract and claims damages in excess of the amount Olin believes it is obligated for under the contract. The arbitration hearing is scheduled for the fourth quarter 2017. Any additional losses related to this contract dispute are not currently estimable because of unresolved questions of fact and law but, if resolved unfavorably to Olin, they could have a material effect on our financial results.Contents

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

For the nine months ended September 30, 2016, we recognized an insurance recovery of $11.0 million in other operating (expense) income for property damage and business interruption related to a 2008 chlor alkali facility incident.

Liquidity ~~Investment Activity~~ and ~~Other Financial Data~~Capital Resources

Cash Flow Data


	Six Months Ended June 30,
	2023		2022
Provided By (Used For)	($ in millions)
Net operating activities	$	343.0	$	959.2
Capital expenditures	(128.8)		(103.9)

Payments under other long-term supply contracts	(29.6)		—
Proceeds from disposition of property, plant and equipment	28.8		—
Long-term debt borrowings (repayments), net	143.7		(0.5)
Common stock repurchased and retired	(393.0)		(689.7)
Stock options exercised	11.9		20.9
Contributions received from noncontrolling interests	44.1		—
Net financing activities	(245.1)		(730.2)

Nine Months Ended September 30,
2017 2016
Provided By (Used For) ($ in millions)
Net operating activities $ 455.1
$ 407.1
Capital expenditures (210.0 ) (199.4 )
Business acquired in purchase transaction, net of cash acquired —
(69.5 )
Payments under long-term supply contracts (209.4 ) (175.7 )
Proceeds from sale/leaseback of equipment —
40.4
Net investing activities (419.3 ) (397.2 )
Long-term debt borrowings (repayments), net 127.6
(176.1 )
Stock options exercised 18.5
0.4
Debt issuance costs (11.2 ) (0.8 )
Net financing activities 35.3
(275.6 )

Operating Activities

For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2023, cash provided by operating activities ~~increased~~decreased by ~~$48.0~~$616.2 million from the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2022, primarily due to a decrease in operating results and an increase in ~~our operating results.~~working capital compared with the prior year. For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2023, working capital ~~decreased $11.4~~increased $213.7 million compared to ~~a decrease~~an increase of ~~$25.1~~$183.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016. Receivables~~2022. The working capital increase reflects normal seasonal working capital growth and incremental working capital associated with BWA. Inventories increased by $137.9 million from December 31, ~~2016, by $48.5~~2022. Accounts payable and accrued liabilities decreased $141.1 million primarily as a result of ~~higher sales in~~timing of payments during the ~~third quarter~~first half of 2017 compared to the fourth quarter of 2016, partially offset by additional receivables sold under the accounts receivable factoring arrangement. Inventories increased from December 31, 2016, by $46.7 million and accounts payable and accrued liabilities increased from December 31, 2016, by $92.9 million. The increase in inventories and accounts payable and accrued liabilities was primarily due to an increase in raw material costs, primarily associated with benzene and propylene.2023.

Investing Activities

Capital spending of ~~$210.0~~$128.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017 was $10.6~~2023 compared to $103.9 million ~~higher than~~for the corresponding period in ~~2016. Capital spending for the nine months ended September 30, 2017 included approximately $25 million of synergy-related capital.~~2022. For the total year ~~2017,~~2023, we currently expect our capital spending to be in the ~~$300~~$200 million to ~~$325~~$250 million ~~range, which includes approximately $35 million of capital which we believe is necessary to realize the anticipated synergies. For the total year 2017,~~range. We expect 2023 depreciation and amortization expense ~~is forecast~~ to be in the ~~$545~~$525 million to ~~$555~~$550 million range.

~~During 2017,~~For the six months ended June 30, 2023, payments under other long-term supply contracts was $29.6 million for energy modernization on the U.S. Gulf Coast and we began a multi-year implementation of new enterprise resource planning, manufacturing, and engineering systems. The project includes the required information technology infrastructure. The project is plannedexpect to standardize business processes across the chemicals businesses with the objective of maximizing cost effectiveness, efficiency and control across our global operations. The project is anticipated to be completed during 2020. Total capital spending is forecast to be $250 million and associated expenses are forecast to be $100 million. Our resultsmake payments for the total year ~~2017 are expected~~2023 in the $50 million to ~~include approximately $40~~$100 million ~~of capital spending and approximately $7 million of expenses associated with this project.~~range.

For the ~~nine~~six months ended ~~September~~June 30, ~~2017, a payment~~2023, we received $28.5 million of ~~$209.4 million was made associated with long-term supply contracts to reserve additional ethylene at producer economics.~~

During the nine months ended September 30, 2016, payments of $69.5 million were made related to the Acquisition for certain acquisition-related liabilities including the final working capital adjustment.

~~During the nine months ended September 30, 2016, payments of $175.7 million were made related to arrangements~~cash proceeds for the ~~long-term supply of low cost electricity.~~

During the three months ended September 30, 2016, we entered into sale/leaseback transactions for railcars that we acquired in connection with the Acquisition. We received proceeds from the sales of $40.4 million.

~~During the nine months ended September 30, 2016, we received $6.6 million from the October 2013~~ sale of ~~a bleach joint venture.~~our domestic private trucking fleet and operations.

Financing Activities

On March 9, 2017, we entered into the Amended Senior Credit Facility. Pursuant to the agreement, the aggregate principal amount under the Term Loan Facility was increased to $1,375.0 million, and the aggregate commitments under the Senior Revolving Credit Facility were increased to $600.0 million, from $500.0 million. In March 2017, we drew the entire $1,375.0 million term loan and used the proceeds to redeem the remaining balance of the existing Senior Credit Facility and a portion of the Sumitomo Credit Facility. The maturity date for the Amended Senior Credit Facility was extended from

~~October 5, 2020 to March 9, 2022.~~

In September 2017, we borrowed $120.0 million under the Senior Revolving Credit Facility and $40.0 million under the Receivables Financing Agreement and used the proceeds to fund a portion of the $209.4 million payment to TDCC associated with a long-term ethylene supply contract to reserve additional ethylene at producer economics.

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

For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2023, we ~~made~~had long-term debt borrowings, net of long-term debt repayments of $1,907.4 million including $1,282.5 million related to the existing term loan facility, $590.0 million related to the Sumitomo Credit Facility and $34.4 million under the required quarterly installments of the $1,375.0 million term loan facility.

~~In March 2017, we paid debt issuance costs of $11.2 million relating to the Amended Senior Credit Facility and the 2027 Notes.~~$143.7 million. For the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2022, we ~~paid deferred~~had long-term debt ~~issuance costs~~repayments, net of ~~$0.8 million for the registration~~long-term debt borrowings of ~~the Notes.~~$0.5 million.

~~In June 2016, $125.0 million under the 2016 Notes became due and was repaid.~~ For the ~~nine~~six months ended ~~September~~June 30, ~~2016, we repaid $50.6~~2023 and 2022, 7.1 million ~~under the required quarterly installments~~and 12.6 million shares, respectively, of ~~the $1,350.0~~common stock were repurchased and retired at a total value of $393.0 million ~~term loan facility.~~and $689.7 million, respectively.

We issued ~~1.0~~0.4 million and ~~less than 0.1~~0.9 million shares representing stock options exercised for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively, with a total value of ~~$18.5~~$11.9 million and ~~$0.4~~$20.9 million, respectively.

For the six months ended June 30, 2023, we received $44.1 million of cash contributions from noncontrolling interests for BWA.

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The percent of total debt to total capitalization increased to ~~62.0%~~52.5% as of ~~September~~June 30, ~~2017~~2023 from ~~61.4%~~50.4% as of December 31, ~~2016~~2022, primarily as a result of ~~an increased~~a higher level of debt ~~outstanding.~~outstanding, partially offset by lower shareholders’ equity, primarily due to common stock repurchases partially offset by our operating results.

In the first ~~three~~and second quarters of ~~2017~~2023 and ~~2016,~~2022, we paid a quarterly dividend of $0.20 per share. Dividends paid for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, were ~~$99.6~~$51.8 million and ~~$99.1~~$60.9 million, respectively. On ~~October 25, 2017,~~July 27, 2023, our ~~board~~Board of ~~directors~~Directors declared a dividend of $0.20 per share on our common stock, payable on ~~December 11, 2017~~September 8, 2023 to shareholders of record on ~~November~~August 10, ~~2017.~~2023.

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

Liquidity and Other Financing Arrangements

Our principal sources of liquidity are from cash and cash equivalents, cash flow from operations and ~~short-term~~ borrowings under our Senior Revolving Credit Facility, ~~AR Facilities and~~ Receivables Financing ~~Agreement.~~Agreement and AR Facilities. Additionally, we believe that we have access to the high-yield debt and equity markets.

~~In connection~~On October 11, 2022, we entered into a new $1,550.0 million senior credit facility (Senior Credit Facility) that replaced our previous senior credit facility (2021 Senior Credit Facility). The Senior Credit Facility includes a senior term loan facility with aggregate commitments of $350.0 million (Term Loan Facility) and a senior revolving credit facility with aggregate commitments of $1,200.0 million (Senior Revolving Credit Facility). The Term Loan Facility was fully drawn on the closing date with the ~~Acquisition, Olin and TDCC entered into arrangements for the long-term supply~~proceeds of ethylene by TDCC to Olin, pursuant to which, among other things, Olin made upfront payments of $433.5 million on the Closing Date in order to receive ethylene at producer economics and for certain reservation fees and for the option to obtain additional future ethylene supply at producer economics. During 2016, we exercised one of the options to reserve additional ethylene at producer economics. In September 2017, TDCC’s new Texas 9 ethylene cracker in Freeport, TX became operational. As a result, during the three months ended September 30, 2017, a payment of $209.4 million was made in connection with this option. On February 27, 2017, we exercised the remaining option to reserve additional ethylene at producer economics from TDCC. In connection with the exercise of this option, we also secured a long-term customer arrangement. As a result, an additional payment will be made to TDCC of between $440 million and $465 million on or about the fourth quarter of 2020.

The overall increase in cash for the nine months ended September 30, 2017 primarily reflects our operating results and long-term debt borrowings, net, partially offset by capital spending and payments associated with long-term supply contracts. We believe, based on current and projected levels of cash flow from our operations, together with our cash and cash equivalents on hand and the availability to borrow under our Senior Revolving Credit Facility, we have sufficient liquidity to meet our short-term and long-term needs to make required payments of interest on our debt, make amortization payments under the Term Loan Facility ~~make required payments~~used to refinance the loans and commitments outstanding under ~~long-term supply agreements, fund our operating needs, fund working capital and capital expenditure requirements and comply with~~ the ~~financial ratios in our debt agreements.~~

~~On March 9, 2017, we entered into the Amended~~2021 Senior Credit Facility. ~~Pursuant to the agreement, the aggregate principal amount under the~~The Term Loan Facility ~~was increased~~requires principal amortization amounts payable beginning March 31, 2023 at a rate of 0.625% per quarter through the end of 2024, increasing to $1,375.0 million, and the aggregate commitments under the Senior Revolving Credit Facility were increased to $600.0 million, from $500.0 million. In September 2017, we borrowed $120.0 million under the Senior Revolving Credit Facility and used the proceeds to fund a portion of the payment to TDCC associated with a long-term ethylene supply contract to reserve additional ethylene at producer economics. At September 30, 2017 we had $461.4 million available under our $600.0 million Senior Revolving Credit Facility because we had borrowed $120.0 million and issued $18.6 million of letters of credit. In March 2017, we drew the entire $1,375.0 million term loan and used the proceeds to redeem the remaining balance of the existing Senior Credit Facility and a portion of the Sumitomo Credit Facility.1.250% per quarter thereafter until maturity. The maturity date for the ~~Amended~~ Senior Credit Facility ~~was extended from~~is October ~~5, 2020 to March 9, 2022.~~ 11, 2027.

The ~~$600.0 million~~ Senior Revolving Credit Facility includes a $100.0 million letter of credit subfacility. The Term Loan Facility includes amortization payable in equal quarterly installments at a rate of 5.0% per annum for the first two years, increasing to 7.5% per annum for the following year and to 10.0% per annum for the last two years.

~~Under the Amended~~At June 30, 2023, we had $984.6 million available under our $1,200.0 million Senior Revolving Credit Facility because we ~~may select various floating-rate borrowing options. The actual interest rate paid on borrowings~~had $215.0 million borrowed under the ~~Amended Senior Credit Facility is based on a pricing grid which is dependent upon the leverage ratio as calculated under the terms~~facility and issued $0.4 million of ~~the applicable facility for the prior fiscal quarter. The facility includes various customary restrictive covenants, including restrictions related to the ratio~~letters of debt to earnings before interest expense, taxes, depreciation and amortization (leverage ratio) and the ratio of earnings before interest expense, taxes, depreciation and amortization to interest expense (coverage ratio). Compliance with these covenants is determined quarterly based on the operating cash flows. credit.

We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of ~~September~~June 30, ~~2017,~~2023, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured. In the future, our ability to generate sufficient operating cash flows, among other factors, will determine the amounts available to be borrowed under these facilities. As a result of ~~September~~our restrictive covenant related to the net leverage ratio, the maximum additional borrowings available to us could be limited in the future. The limitation, if an amendment or waiver from our lenders is not obtained, could restrict our ability to borrow the maximum amounts available under the Senior Revolving Credit Facility and the Receivables Financing Agreement. As of June 30, ~~2017,~~2023, there were no covenants or other restrictions that ~~would have~~ limited our ability to borrow.

The overall decrease in cash for the six months ended June 30, 2023 primarily reflects our share repurchases, capital spending, and dividends paid, partially offset by our debt borrowings, operating results and contributions from noncontrolling interests. We believe, based on current and projected levels of cash flow from our operations, together with our cash and cash equivalents on hand and the availability to borrow under ~~these facilities.~~our Senior Revolving Credit Facility, Receivables Financing Agreement and AR Facilities, we have sufficient liquidity to meet our short-term and long-term needs to make required payments of interest on our debt, fund our operating needs, working capital and our capital expenditure requirements, and comply with the financial ratios in our debt agreements.

On ~~March 9, 2017, Olin issued $500.0~~July 28, 2022, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $2.0 billion. This program will terminate upon the purchase of $2.0 billion of common stock.

For the six months ended June 30, 2023, 7.1 million ~~aggregate principal amount~~shares of ~~5.125% senior notes due September 15, 2027, which were registered~~common stock have been repurchased and retired at a total value of $393.0 million. As of June 30, 2023, 13.0 million shares of common stock have been repurchased and retired at a total value of $687.8 million under the ~~Securities Act~~2022 Repurchase Authorization program, and $1,312.2 million of ~~1933,~~common stock remained authorized to be repurchased under the program.

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We maintain a $425.0 million Receivables Financing Agreement (Receivables Financing Agreement) that is scheduled to mature on October 14, 2025. Under the Receivables Financing Agreement, our eligible trade receivables are used for collateralized borrowings and continue to be serviced by us. In addition, the Receivables Financing Agreement incorporates the net leverage ratio covenant that is contained in the Senior Credit Facility. As of June 30, 2023, December 31, 2022 and June 30, 2022, we had $234.8 million, $300.0 million and $300.0 million, respectively, drawn under the agreement. As of June 30, 2023, $478.6 million of our trade receivables were pledged as ~~amended. Interest on~~collateral and we had $120.0 million of additional borrowing capacity under the 2027 Notes began accruing from March 9, 2017 and is paid semi-annually beginning on September 15, 2017. Proceeds from the 2027 Notes were used to redeem the remaining balance of the Sumitomo Credit Facility.Receivables Financing Agreement, which was limited by our borrowing base.

~~On June 29, 2016, we entered into a~~Olin also has trade accounts receivable factoring ~~arrangement~~arrangements (AR Facilities) and ~~on December 22, 2016, we entered into a separate trade accounts receivable factoring arrangement, which were both subsequently amended. Pursuant~~pursuant to the terms of the AR Facilities, certain of our domestic subsidiaries may sell their accounts receivable up to a maximum of ~~$293.0~~$207.7 million and certain of our foreign subsidiaries may sell their accounts receivable up to a maximum of €42.9 million. We will continue to service ~~such accounts.~~the outstanding accounts sold. These receivables qualify for sales treatment under ASC 860 and, accordingly, the proceeds are included in net cash provided by operating activities in the condensed statements of cash flows. The gross amount of receivables sold for the ~~three~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022 totaled ~~$446.5~~$532.6 million and ~~$209.9 million, respectively, and for the nine months ended September 30, 2017 and 2016 totaled $1,224.1 million and $236.7~~$477.2 million, respectively. The factoring discount paid under the AR Facilities is recorded as interest expense on the condensed statements of operations. The factoring discount was ~~$1.4~~$1.3 million and ~~$0.5~~$0.4 million for the three months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively, and ~~$2.9~~$2.5 million and ~~$0.7~~$0.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively. The

agreements are without recourse and therefore no recourse liability has been recorded as of ~~September~~June 30, ~~2017.~~2023, December 31, 2022 and June 30, 2022. As of ~~September~~June 30, ~~2017,~~2023, December 31, ~~2016~~2022 and ~~September~~June 30, ~~2016, $187.3~~2022, $77.2 million, ~~$126.1~~$111.8 million and ~~$85.0~~$109.9 million, respectively, of receivables qualifying for sales treatment were outstanding and will continue to be serviced by us.

On December 20, 2016, we entered into a three year, $250.0 million Receivables Financing Agreement. Under the Receivables Financing Agreement, our eligible trade receivables are used for collateralized borrowings and continue to be serviced by us. As of September 30, 2017, $363.0 million of our trade receivables were pledged as collateral and we had $250.0 million drawn under the agreement. For the three months ended September 30, 2017, we borrowed $40.0 million under the Receivables Financing Agreement and used the proceeds to fund a portion of the payment to TDCC associated with a

long-term ethylene supply contract to reserve additional ethylene at producer economics. As of September 30, 2017, we had no additional borrowing capacity under the Receivables Financing Agreement. As of December 31, 2016, $282.3 million of our trade receivables were pledged as collateral. For the year ended December 31, 2016, the proceeds of the Receivables Financing Agreement were used to repay $210.0 million of the Sumitomo Credit Facility. In addition, the Receivables Financing Agreement incorporates the leverage and coverage covenants that are contained in the Amended Senior Credit Facility.

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

For the nine months ended September 30, 2017, cash provided by operating activities increased by $48.0 million from the nine months ended September 30, 2016, primarily due to an increase in our operating results. For the nine months ended September 30, 2017, working capital decreased $11.4 million compared to a decrease of $25.1 million for the nine months ended September 30, 2016. Receivables increased from December 31, 2016, by $48.5 million primarily as a result of higher sales in the third quarter of 2017 compared to the fourth quarter of 2016, partially offset by additional receivables sold under the accounts receivable factoring arrangement. Inventories increased from December 31, 2016, by $46.7 million and accounts payable and accrued liabilities increased from December 31, 2016, by $92.9 million. The increase in inventories and accounts payable and accrued liabilities was primarily due to an increase in raw material costs, primarily associated with benzene and propylene.

Capital spending of $210.0 million for the nine months ended September 30, 2017 was $10.6 million higher than the corresponding period in 2016. Capital spending for the nine months ended September 30, 2017 included approximately $25 million of synergy-related capital. For the total year 2017, we expect our capital spending to be in the $300 million to $325 million range, which includes approximately $35 million of capital which we believe is necessary to realize the anticipated synergies. For the total year 2017, depreciation and amortization expense is forecast to be in the $545 million to $555 million range.

During 2017, we began a multi-year implementation of new enterprise resource planning, manufacturing, and engineering systems. The project includes the required information technology infrastructure. The project is planned to standardize business processes across the chemicals businesses with the objective of maximizing cost effectiveness, efficiency and control across our global operations. The project is anticipated to be completed during 2020. Total capital spending is forecast to be $250 million and associated expenses are forecast to be $100 million. Our results for the total year 2017 are expected to include approximately $40 million of capital spending and approximately $7 million of expenses associated with this project.

On April 24, 2014, our board of directors authorized a share repurchase program for up to 8 million shares of common stock that terminated on April 24, 2017. For the nine months ended September 30, 2017, no shares were purchased and retired. We purchased a total of 1.9 million shares under the April 2014 program, and the 6.1 million shares that remained authorized to be purchased have expired. Related to the Acquisition, for a period of two years subsequent to the Closing Date, we were subject to certain restrictions on our ability to conduct share repurchases.

At ~~September~~June 30, ~~2017,~~2023, we had total letters of credit of ~~$71.8~~$79.0 million outstanding, of which ~~$18.6~~$0.4 million were issued under our ~~$600.0 million~~ Senior Revolving Credit Facility. The letters of credit were used to support certain long-term debt,

certain workers compensation insurance policies, certain plant closure and post-closure obligations, certain international payment obligations and certain ~~Canadian~~international pension funding requirements.

Our current debt structure is used to fund our business operations. As of ~~September~~June 30, ~~2017,~~2023, we had long-term borrowings, including the current ~~installments~~installment and ~~capital~~finance lease obligations, of ~~$3,745.2~~$2,726.3 million, of which ~~$1,878.6~~$951.3 million ~~was issued~~were at variable rates. Included within long-term borrowings on the condensed balance sheets were deferred debt issuance costs and unamortized bond original issue discount of $18.5 million as of June 30, 2023. Commitments from banks under our Senior Revolving Credit Facility, Receivables Financing Agreement and AR Facilities are an additional ~~source~~sources of liquidity.

~~In April 2016, we entered into~~Credit Ratings

We receive ratings from three ~~tranches of forward starting interest rate swaps whereby we agreed to pay fixed rates to the counterparties who, in turn, pay us floating rates on $1,100.0 million, $900.0 million,~~independent credit rating agencies: Fitch Ratings (Fitch), Moody's Investor Service (Moody's) and ~~$400.0 million of~~Standard & Poor's (S&P). The following table summarizes our underlying floating-rate debt obligations. Each tranche’s term length is for twelve months beginning on December 31, 2016, December 31, 2017, and December 31, 2018, respectively. The counterparties to the agreements are SMBC Capital Markets, Inc., Wells Fargo, PNC Bank, National Association and Toronto-Dominion Bank. These counterparties are large financial institutions; however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position or results of operations. We have designated the swaps as cash flow hedges of the risk of changes in interest payments associated with our variable-rate borrowings. Accordingly, the swap agreements have been recorded at their fair market value of $8.7 million and are included in other current assets and other assets on the accompanying condensed balance sheetcredit ratings as of ~~September~~June 30, ~~2017, with the corresponding gain deferred as~~2023:

Credit Ratings

Long-term Rating

Outlook

Fitch Ratings

BBB-

Stable

Moody’s Investors Service

Ba1

Stable

Standard & Poor’s

BB+

Positive

On January 12, 2023, Fitch assigned a ~~component~~first-time inaugural rating of ~~other comprehensive loss. For the three~~BBB- and ~~nine months ended September~~a stable outlook. On June 30, ~~2017, $1.2 million~~2023, Moody’s affirmed Olin’s Ba1 rating and $1.7 million, respectively, of income was recorded to interest expense on the accompanying condensed statement of operations related to these swap agreements. No gain or loss has been recorded in earnings as a result of ineffectiveness.stable outlook. On April 4, 2023, S&P affirmed Olin’s BB+ rating and positive outlook.

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

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

We have designated the April 2016 and October 2016 interest rate swap agreements as fair value hedges of the risk of changes in the value of fixed-rate debt due to changes in interest rates for a portion of our fixed-rate borrowings. Accordingly, the swap agreements have been recorded at their fair market value of $23.9 million and are included in other long-term liabilities on the accompanying condensed balance sheet as of September 30, 2017, with a corresponding decrease in the carrying amount of the related debt. For the three months ended September 30, 2017 and 2016, $0.5 million and $0.7 million, respectively, and for the nine months ended September 30, 2017 and 2016, $2.4 million and $1.2 million, respectively, of income was recorded to interest expense on the accompanying condensed statement of operations related to these swap agreements. No gain or loss has been recorded in earnings as a result of ineffectiveness.

In June 2012, we terminated $73.1 million of interest rate swaps with Wells Fargo that had been entered into on the SunBelt Notes in May 2011. The result was a gain of $2.2 million, which will be recognized through 2017. As of September 30, 2017, less than $0.1 million of this gain was included in current installments of long-term debt.

~~Off-Balance Sheet Arrangements~~

~~Non-cancelable operating leases and purchasing~~Purchasing commitments are utilized in our normal course of business for our projected needs. ~~In connection~~We have supply contracts with ~~the Acquisition,~~various third parties for certain ~~additional agreements have been entered into with TDCC,~~raw materials including ~~long-term purchase agreements for raw materials.~~ethylene, electricity, propylene and benzene. These agreements are maintained through long-term cost based contracts that provide us with a reliable supply of key raw materials. ~~Key raw materials received from TDCC include ethylene, electricity, propylene~~

There have been no material changes in our contractual obligations and ~~benzene.~~

~~New Accounting Standards~~

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

In March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” which amends ASC 715 “Compensation—Retirement Benefits.” This update requires the presentation of the service cost component of net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. The update requires the presentation of the other components of the net periodic benefit cost separately from the line item that includes the service cost and outside of any subtotal of operating income. The standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The guidance in this update is applied on a retrospective basis with earlier application permitted. We are currently evaluating the effect of this update on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” which amends ASC 350 “Intangibles—Goodwill and Other.” This update will simplify the measurement of goodwill impairment by eliminating Step 2 from the goodwill impairment test. This update will require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment chargeForm 10-K for the ~~amount by~~year ended December 31, 2022 other than those which the carrying amount exceeds the reporting unit’s fair value. The update does not modify the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The guidance in this update is applied on a prospective basis with earlier application permitted. We plan to adopt this update on January 1, 2020 and do not expect the update to have a material impact on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments” which amends ASC 230 “Statement of Cash Flows.” This update will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The update is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. We plan to adopt this update on January 1, 2018 and will require certain reclassifications on our consolidated statements of cash flows.

In March 2016, the FASB issued ASU 2016-09 “Improvements to Employee Share-Based Payment Accounting” which amends ASC 718 “Compensation—Stock Compensation.” This update will simplify the income tax consequences, accounting for forfeitures and classification on the statements of cash flows of share-based payment arrangements. This standard is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with earlier application permitted. We adopted ASU 2016-09 on January 1, 2017, which was applied prospectively; therefore, prior periods have not been retrospectively adjusted. The adoption of this update did not have a material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02 “Leases,” which supersedes ASC 840 “Leases” and creates a new topic, ASC 842 “Leases.” This update requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with earlier application permitted. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating the effect of this update on our consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11 “Simplifying the Measurement of Inventory,” which amends ASC 330 “Inventory.” This update requires entities to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling pricesoccur in the ordinary course of ~~business, less reasonable predictable costs~~business.

Table of ~~completion, disposal and transportation. This update simplifies the current guidance~~Contents

New Accounting Pronouncements

Discussion of new accounting pronouncements can be referred to under which an entity must measure inventory at the lower of cost or market. This update does not impact inventory measured using LIFO. This update is effective for fiscal years beginning after December 15, 2016. We adopted ASU 2015-11 on JanuaryItem 1, 2017, which was applied prospectively; therefore, prior periods have not been retrospectively adjusted. The adoption of this update did not have a material impact on our consolidated financial statements.within Note 2, “Recent Accounting Pronouncements.”

In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (ASU 2014-09), which amends ASC 605 “Revenue Recognition” and creates a new topic, ASC 606 “Revenue from Contracts with Customers” (ASC 606). Subsequent to the issuance of ASU 2014-09, ASC 606 was amended by various updates that amend and clarify the impact and implementation of the aforementioned standard. These updates provide guidance on how an entity should recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Upon initial application, the provisions of these updates are required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. These updates also expand the disclosure requirements surrounding revenue recorded from contracts with customers. These updates are effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. We expect to adopt these updates on January 1, 2018 using the modified retrospective transition method. We continue to evaluate the impact these updates will have on our consolidated financial statements. Based on the analysis conducted to date, we believe the most significant impact the updates will have will be on our accounting policies and disclosures on revenue recognition. Preliminarily, we do not expect that these updates will materially impact our consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

Energy costs, including electricity and natural gas, and certain raw materials used in our production processes are subject to price volatility. Depending on market conditions, we may enter into futures contracts, forward contracts, commodity swaps and put and call option contracts in order to reduce the impact of commodity price fluctuations. As of ~~September~~June 30, ~~2017,~~2023, we maintained open positions on commodity contracts with a notional value totaling ~~$88.5~~$244.1 million ($~~101.6~~261.2 million at December 31, ~~2016~~2022 and ~~$101.3~~$308.6 million at ~~September~~June 30, ~~2016)~~2022). Assuming a hypothetical 10% increase in commodity prices which are currently hedged, as of ~~September~~June 30, ~~2017,~~2023, we would experience ~~an $8.9~~a $24.4 million ($~~10.2~~26.1 million at December 31, ~~2016~~2022 and ~~$10.1~~$30.9 million at ~~September~~June 30, ~~2016)~~2022) increase in our cost of inventory purchased, which would be substantially offset by a corresponding increase in the value of related hedging instruments.

We transact business in various foreign currencies other than the USD which exposes us to movements in exchange rates which may impact revenue and expenses, assets and liabilities and cash flows. Our significant foreign currency exposure is denominated with European currencies, primarily the Euro, although exposures also exist in other currencies of Asia Pacific, Latin America, Middle East and Africa. For all derivative positions, we ~~have~~ evaluated the effects of a 10% shift in exchange rates between those currencies and the USD, holding all other assumptions constant. Unfavorable currency movements of 10% would negatively affect the fair values of the derivatives held to hedge currency exposures by ~~$15.6~~$13.7 million. These unfavorable changes would generally have been offset by favorable changes in the values of the underlying exposures.

We are exposed to changes in interest rates primarily as a result of our investing and financing activities. Our current debt structure is used to fund business operations, and commitments from banks under our Senior Revolving Credit Facility, ~~AR Facilities and~~ Receivables Financing Agreement and AR Facilities are ~~a source~~additional sources of liquidity. As of ~~September~~June 30, ~~2017,~~2023, December 31, ~~2016~~2022 and ~~September~~June 30, ~~2016,~~2022, we had long-term borrowings, including current installments and ~~capital~~finance lease obligations, of ~~$3,745.2~~$2,726.3 million, ~~$3,617.6~~$2,580.7 million and ~~$3,677.8~~$2,780.7 million, respectively, of which ~~$1,878.6~~$951.3 million, ~~$2,238.4~~$805.9 million and ~~$2,255.3~~$805.9 million at ~~September~~June 30, ~~2017,~~2023, December 31, ~~2016~~2022 and ~~September~~June 30, ~~2016,~~2022, respectively, were issued at variable rates.

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

~~In June 2012, we terminated $73.1 million of interest rate swaps with Wells Fargo that had been entered into~~ Included within long-term borrowings on the SunBelt Notes in May 2011. The result was a gain of $2.2 million, which will be recognized through 2017. As of September 30, 2017, less than $0.1 million of this gain was included in current installments of long-term debt.condensed balance sheets were deferred debt issuance costs and unamortized bond original issue discount.

Assuming no changes in the ~~$1,878.6~~$951.3 million of variable-rate debt levels from ~~September~~June 30, ~~2017,~~2023, we estimate that a hypothetical change of 100-basis points in the ~~LIBOR interest rates~~secured overnight financing rate (SOFR) would impact annual interest expense by ~~$18.8~~$9.5 million. ~~A portion of this hypothetical change would be offset by our interest rate swaps.~~

Our interest rate swaps reduced interest expense by $1.7 million and $0.7 million for the three months ended September 30, 2017 and 2016, respectively, and by $4.2 million and $2.6 million for the nine months ended September 30, 2017 and 2016, respectively.

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

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

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Item 4. Controls and Procedures.

Our chief executive officer and our chief financial officer evaluated the effectiveness of our disclosure controls and procedures as of ~~September~~June 30, ~~2017~~.2023. Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of such date, our disclosure controls and procedures were effective to ensure that information Olin is required to disclose in the reports that it files or submits with the SEC under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and to ensure that information we are required to disclose in such reports is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended ~~September~~June 30, ~~2017~~,2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Cautionary Statement Regarding Forward-Looking Statements

This quarterly report on Form 10-Q includes forward-looking statements. These statements relate to analyses and other information that are based on management’s beliefs, certain assumptions made by management, forecasts of future results, and current expectations, estimates and projections about the markets and economy in which we and our various segments operate. These statements may include statements regarding the acquisition of the Acquired Business from TDCC, the expected benefits and synergies of the transaction, and future opportunities for the combined company following the transaction. The statements contained in this quarterly report on Form 10-Q that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.

We have used the words “anticipate,” “intend,” “may,” “expect,” “believe,” “should,” “plan,” “outlook,” “project,” “estimate,” “forecast,” “optimistic,” “target,” and variations of such words and similar expressions in this quarterly report to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company’s intent to repurchase, from time to time, the Company’s common stock. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control.

Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise. ~~Relative to the dividend, the~~The payment of cash dividends is subject to the discretion of our ~~board~~Board of ~~directors~~Directors and will be determined in light of then-current conditions, including our earnings, our operations, our financial conditions, our capital requirements and other factors deemed relevant by our ~~board~~Board of ~~directors.~~Directors. In the future, our ~~board~~Board of ~~directors~~Directors may change our dividend policy, including the frequency or amount of any dividend, in light of then-existing conditions.

The risks, uncertainties and assumptions involved in our forward-looking statements, many of which are discussed in more detail in our filings with the SEC, including without limitation the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2022, and our Quarterly Reports on Form 10-Q and other reports furnished or filed with the SEC, include, but are not limited to, the following:

Business, Industry and Operational Risks

•sensitivity to economic, business and market conditions in the United States and overseas, including economic instability or a downturn in the sectors served by ~~us, such as ammunition, vinyls, urethanes, and pulp and paper, and the migration by United States customers to low-cost foreign locations;~~us;

~~the cyclical nature of our operating results, particularly~~ •declines in average selling prices ~~in the chlor alkali industry~~for our products and the supply/demand balance for our products, including the impact of excess industry capacity or an imbalance in demand for our chlor alkali products;

~~higher-than-expected raw material~~•unsuccessful execution of our strategic operating model, which prioritizes Electrochemical Unit (ECU) margins over sales volumes;

•failure to control costs and ~~energy, transportation and/~~inflation impacts or ~~logistics costs;~~failure to achieve targeted cost reductions;

~~our substantial amount of indebtedness and significant debt service obligations;~~

~~weak industry conditions could affect our ability to comply with the financial maintenance covenants in our senior credit facilities and certain tax-exempt bonds;~~

•our reliance on a limited number of suppliers for specified feedstock and services and our reliance on third-party transportation;

~~failure to control costs or to achieve targeted cost reductions;~~

•the occurrence of unexpected manufacturing interruptions and outages, including those occurring as a result of labor disruptions, production hazards and ~~production hazards;~~weather-related events;

•availability of and/or higher-than-expected costs of raw material, energy, transportation, and/or logistics;

•the failure or an interruption of our information technology systems;

•failure to identify, attract, develop, retain and motivate qualified employees throughout the organization;

•our inability to complete future acquisitions or joint venture transactions or successfully integrate them into our business;

•risks associated with our international sales and operations, including economic, political or regulatory changes;

•the negative impact from a public health crisis, such as a pandemic, endemic or outbreak of infectious disease, including the COVID-19 pandemic and the global response to the pandemic, including without limitation adverse impacts in complying with governmental mandates;

Table of Contents

•our indebtedness and debt service obligations;

•weak industry conditions affecting our ability to comply with the financial maintenance covenants in our senior credit facility;

•adverse conditions in the credit and capital markets, limiting or preventing our ability to borrow or raise capital;

•the effects of any declines in global equity markets on asset values and any declines in interest rates or other significant assumptions used to value the liabilities in, and funding of, our pension plans;

•our long-range plan assumptions not being realized causing a non-cash impairment charge of long-lived assets;

Legal, Environmental and Regulatory Risks

•changes in, or failure to comply with, legislation or government regulations or policies, including changes regarding our ability to manufacture or use certain products and changes within the international markets in which we operate;

•new regulations or public policy changes regarding the transportation of hazardous chemicals and the security of chemical manufacturing facilities;

~~changes in legislation~~•unexpected outcomes from legal or ~~government regulations or policies;~~regulatory claims and proceedings;

~~economic and industry downturns that result in diminished product demand and excess manufacturing capacity in any of our segments and that, in many cases, result in lower selling prices and profits;~~

~~complications resulting from our multiple enterprise resource planning systems;~~

~~the failure or an interruption of our information technology systems;~~

~~unexpected litigation outcomes;~~

•costs and other expenditures in excess of those projected for environmental investigation and remediation or other legal proceedings;

~~the integration of the Acquired Business may not be successful in realizing the benefits of the anticipated synergies;~~•various risks associated with our Lake City U.S. Army Ammunition Plant contract and performance under other governmental contracts; and

~~the effects of any declines in global equity markets on asset values and any declines in interest rates used to value the liabilities in our pension plan;~~

~~fluctuations in foreign currency exchange rates;~~

~~adverse conditions in the credit and capital markets, limiting or preventing our ability to borrow or raise capital;~~

•failure to ~~attract, retain~~effectively manage environmental, social and ~~motivate key employees;~~governance (ESG) issues and related regulations, including climate change and sustainability.

~~our assumptions included in long range plans not realized causing a non-cash impairment charge of long-lived assets;~~

~~the effects of restrictions imposed on our business following the transaction with TDCC in order to avoid significant tax-related liabilities; and~~

~~differences between the historical financial information of Olin and the Acquired Business and our future operating performance.~~

All of our forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of our forward-looking statements.

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Part II — Other Information

Item 1. Legal Proceedings.

~~Not Applicable.~~Discussion of legal matters and contingencies can be referred to under Item 1, within Note 17, “Commitments and Contingencies.”

Item 1A. Risk Factors.

Not Applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.


~~(a)~~	~~Not Applicable.~~

(a) Not Applicable.


~~(b)~~	~~Not Applicable.~~

(b) Not Applicable.

(c)

Issuer Purchases of Equity Securities


Period	Total Number of Shares (or Units) Purchased(1)	Average Price Paid per Share (or Unit)(2)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
April 1-30, 2023	1,062,500	$	56.06	1,062,500
May 1-31, 2023	1,826,906	$	52.11	1,826,906
June 1-30, 2023	592,451	$	51.15	592,451
Total					$	1,312,165,921	(1)

(1)On July 28, 2022, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $2.0 billion (the 2022 Repurchase Authorization). This program will terminate upon the purchase of $2.0 billion of common stock. Through June 30, 2023, 13,036,222 shares of common stock had been repurchased and retired at a total value of $687,834,079 and $1,312,165,921 of common stock remained available for purchase under the 2022 Repurchase Authorization program.

(2)Average price paid per share includes transaction costs including commissions and fees paid to acquire the shares and excludes costs accrued associated with 1% excise tax on the fair market value of stock repurchases.

~~Period~~

~~Total Number of~~

~~Shares (or Units)~~

~~Purchased~~⁽¹⁾

~~Average Price Paid per Share~~

~~(or Unit)~~

~~Total Number of~~

~~Shares (or Units)~~

~~Purchased as~~

~~Part of~~

~~Publicly~~

~~Announced~~

~~Plans or Programs~~

~~Maximum~~

~~Number of~~

~~Shares~~

~~(or Units) that~~

~~May Yet Be~~

~~Purchased~~

~~Under the Plans or~~

~~Programs~~

~~July 1-31, 2017~~

—

~~August 1-31, 2017~~

—

~~September 1-30, 2017~~

—

~~Total~~

—

⁽¹⁾

~~(1)~~

On April 24, 2014, we announced a share repurchase program approved by the board of directors for the purchase of up to 8 million shares of common stock that terminated on April 24, 2017. Through September 30, 2017, 1,937,343 shares had been repurchased, and 6,062,657 shares that remained available for purchase under this program have expired. Related to the Acquisition, for a period of two years subsequent to the Closing Date, we were subject to certain restrictions on our ability to conduct share repurchases.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

(a) Not Applicable.

(b) Not Applicable.

(c) During the three months ended June 30, 2023, no director or officer of Olin adopted, terminated or modified a ‘Rule 10b5-1 trading arrangement’ or ‘non-Rule 10b5-1 trading arrangement,’ as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits.



Exhibit			Exhibit ~~No.~~	Description
3.1
11	~~Computation~~Bylaws of ~~Per Share Earnings (included in the Note—“Earnings Per Share”~~Olin Corporation as amended effective April 27, 2023—Exhibit 3.1 to ~~Notes to Consolidated Financial Statements in Item 1)~~Olin’s Form 8-K filed April 27, 2023*
31.1
12	~~Computation of Ratio of Earnings to Fixed Charges (Unaudited)~~

~~31.1~~	Section 302 Certification Statement of Chief Executive Officer
31.2
~~31.2~~	Section 302 Certification Statement of Chief Financial Officer
32
32	Section 906 Certification Statement of Chief Executive Officer and Chief Financial Officer
101.INS
~~101.INS~~		XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document)
101.SCH
~~101.SCH~~		XBRL Taxonomy Extension Schema Document
101.CAL
~~101.CAL~~		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
~~101.DEF~~		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
~~101.LAB~~		XBRL Taxonomy Extension Label Linkbase Document
101.PRE
~~101.PRE~~		XBRL Taxonomy Extension Presentation Linkbase Document
104			Cover Page Interactive Data File (embedded in the Exhibit 101 Interactive Data Files)
*Previously filed as indicated and incorporated herein by reference. Exhibits incorporated by reference are located in SEC file No. 1-1070 unless otherwise indicated.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



			OLIN CORPORATION
			(Registrant)

			By:			/s/ Todd A. Slater
						Senior Vice President and Chief Financial Officer (Authorized Officer)

Date: ~~October 31, 2017~~

July 28, 2023



Virginia			13-1872319
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


	June 30, 2023		December 31, 2022		June 30, 2022
Assets
Current assets:
Cash and cash equivalents	$	161.1	$	194.0	$	304.6
Receivables, net	869.8		924.6		1,299.2
Income taxes receivable	32.8		43.2		8.0
Inventories, net	1,081.2		941.9		945.7
Other current assets	53.3		52.7		109.0
Total current assets	2,198.2		2,156.4		2,666.5
Property, plant and equipment (less accumulated depreciation of $4,636.9, $4,413.1 and $4,217.9)	2,550.6		2,674.1		2,755.0
Operating lease assets, net	335.7		356.0		360.1
Deferred income taxes	82.6		60.5		86.5
Other assets	1,108.6		1,102.5		1,090.0
Intangible assets, net	255.9		273.8		296.2
Goodwill	1,420.9		1,420.9		1,420.9
Total assets	$	7,952.5	$	8,044.2	$	8,675.2
Liabilities and Shareholders’ Equity
Current liabilities:
Current installments of long-term debt	$	9.0	$	9.7	$	201.1
Accounts payable	750.0		837.7		983.7
Income taxes payable	139.6		133.4		112.9
Current operating lease liabilities	70.2		71.8		75.1
Accrued liabilities	426.9		508.8		483.8
Total current liabilities	1,395.7		1,561.4		1,856.6
Long-term debt	2,717.3		2,571.0		2,579.6
Operating lease liabilities	273.6		292.5		292.1
Accrued pension liability	225.4		234.5		322.6
Deferred income taxes	505.9		507.3		582.1
Other liabilities	363.0		333.9		346.1
Total liabilities	5,480.9		5,500.6		5,979.1
Commitments and contingencies
Shareholders’ equity:
Common stock, $1.00 par value per share: authorized, 240.0 shares; issued and outstanding, 125.8, 132.3 and 145.1 shares	125.8		132.3		145.1
Additional paid-in capital	313.7		682.7		1,318.5
Accumulated other comprehensive loss	(483.4)		(495.9)		(535.5)
Retained earnings	2,475.9		2,224.5		1,768.0
Olin Corporation’s shareholders’ equity	2,432.0		2,543.6		2,696.1
Noncontrolling interests	39.6		—		—
Total equity	2,471.6		2,543.6		2,696.1
Total liabilities and equity	$	7,952.5	$	8,044.2	$	8,675.2


	June 30, 2023		December 31, 2022		June 30, 2022
	($ in millions)
Supplies	$	145.1	$	137.6	$	136.8
Raw materials	181.6		201.2		202.0
Work in process	202.5		199.6		192.7
Finished goods	725.8		559.3		580.2
Inventories excluding LIFO reserve	1,255.0		1,097.7		1,111.7
LIFO reserve	(173.8)		(155.8)		(166.0)
Inventories, net	$	1,081.2	$	941.9	$	945.7



	September 30, 2017			December 31, 2016			September 30, 2016
	($ in millions)
Supplies	$	60.3		$	58.1		$	58.1
Raw materials	85.4			72.6			79.1
Work in process	120.6			110.7			114.7
Finished goods	470.7			424.9			405.9
	737.0			666.3			657.8
LIFO reserve	(47.5		)	(35.9		)	(40.8		)
Inventories, net	$	689.5		$	630.4		$	617.0


	June 30, 2023						December 31, 2022						June 30, 2022
	Gross Amount		Accumulated Amortization		Net		Gross Amount		Accumulated Amortization		Net		Gross Amount		Accumulated Amortization		Net
	($ in millions)
Customers, customer contracts and relationships	$	670.5	$	(419.5)	$	251.0	$	669.1	$	(401.2)	$	267.9	$	667.4	$	(382.2)	$	285.2
Acquired technology	93.2		(89.4)		3.8		93.1		(88.3)		4.8		92.7		(82.8)		9.9
Other	1.8		(0.7)		1.1		1.8		(0.7)		1.1		1.8		(0.7)		1.1
Total intangible assets	$	765.5	$	(509.6)	$	255.9	$	764.0	$	(490.2)	$	273.8	$	761.9	$	(465.7)	$	296.2



x☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



¨☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



TABLE OF CONTENTS
FOR FORM 10-Q			Page
Part I — ~~FINANCIAL INFORMATION~~Financial Information				~~Page~~ 3
Item 1.		Financial Statements		3
		Condensed Balance Sheets		3
		Condensed Statements of Operations		4
		Condensed Statements of Comprehensive Income (Loss)		5
		Condensed Statements of Shareholders’ Equity		6
		Condensed Statements of Cash Flows		7
		Notes to Condensed Financial Statements		8
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		3928
		Business Background		3928
		Executive Summary		3928
		Consolidated Results of Operations		4029
		Segment Results		4331
		Outlook		4734
		Environmental Matters		4934
		Legal Matters and Contingencies		5035
		Liquidity ~~Investment Activity~~ and ~~Other Financial Data~~Capital Resources		5136
Item 3.		Quantitative and Qualitative Disclosures about Market Risk		5739
Item 4.		Controls and Procedures		5740
		Cautionary Statement Regarding Forward-Looking Statements		5840

Part II — ~~OTHER INFORMATION~~Other Information	43
Item 1.		Legal Proceedings		6043
Item 1A.		Risk Factors		6043
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		6043
Item 3.		Defaults Upon Senior Securities		6043
Item 4.		Mine Safety Disclosures		6043
Item 5.		Other Information		6043
Item 6.		Exhibits		6144

SIGNATURES			6245



	September 30, 2017			December 31, 2016			September 30, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	255.9		$	184.5		$	127.0
Receivables, net	729.5			675.0			744.1
Income taxes receivable	15.9			25.5			49.0
Inventories	689.5			630.4			617.0
Other current assets	27.1			30.8			16.1
Total current assets	1,717.9			1,546.2			1,553.2
Property, plant and equipment (less accumulated depreciation of $2,222.8, $1,891.6 and $1,788.6)	3,579.2			3,704.9			3,713.9
Deferred income taxes	141.1			119.5			112.2
Other assets	1,215.6			644.4			640.3
Intangible assets, net	592.9			629.6			653.8
Goodwill	2,119.8			2,118.0			2,119.4
Total assets	$	9,366.5		$	8,762.6		$	8,792.8
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current installments of long-term debt	$	81.7		$	80.5		$	80.3
Accounts payable	613.5			570.8			509.7
Income taxes payable	9.6			7.5			13.3
Accrued liabilities	294.5			263.8			291.5
Total current liabilities	999.3			922.6			894.8
Long-term debt	3,663.5			3,537.1			3,597.5
Accrued pension liability	618.7			638.1			597.7
Deferred income taxes	1,055.5			1,032.5			1,036.6
Other liabilities	731.0			359.3			335.5
Total liabilities	7,068.0			6,489.6			6,462.1
Commitments and contingencies
Shareholders’ equity:
Common stock, par value $1 per share: authorized, 240.0 shares; issued and outstanding, 166.4, 165.4 and 165.3 shares	166.4			165.4			165.3
Additional paid-in capital	2,267.7			2,243.8			2,242.8
Accumulated other comprehensive loss	(470.0		)	(510.0		)	(466.7		)
Retained earnings	334.4			373.8			389.3
Total shareholders’ equity	2,298.5			2,273.0			2,330.7
Total liabilities and shareholders’ equity	$	9,366.5		$	8,762.6		$	8,792.8



	Three Months Ended September 30,					Nine Months Ended September 30,
	2017		2016			2017			2016
Sales	$	1,554.9	$	1,452.7		$	4,648.5		$	4,164.9
Operating expenses:
Cost of goods sold	1,345.6		1,284.4			4,143.4			3,696.7
Selling and administration	86.4		82.0			254.6			249.4
Restructuring charges	9.2		5.2			25.9			106.2
Acquisition-related costs	1.1		13.1			12.5			39.6
Other operating (expense) income	—		(0.2		)	(0.1		)	10.5
Operating income	112.6		67.8			212.0			83.5
Earnings of non-consolidated affiliates	0.5		0.5			1.5			1.1
Interest expense	53.1		47.5			158.0			143.6
Interest income	0.4		0.5			1.0			1.3
Income (loss) before taxes	60.4		21.3			56.5			(57.7		)
Income tax provision (benefit)	7.7		3.8			(3.7		)	(36.3		)
Net income (loss)	$	52.7	$	17.5		$	60.2		$	(21.4	)
Net income (loss) per common share:
Basic	$	0.32	$	0.11		$	0.36		$	(0.13	)
Diluted	$	0.31	$	0.11		$	0.36		$	(0.13	)
Dividends per common share	$	0.20	$	0.20		$	0.60		$	0.60
Average common shares outstanding:
Basic	166.3		165.2			166.0			165.2
Diluted	168.5		166.5			168.2			165.2


																Three Months Ended June 30,				Six Months Ended June 30,
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss			Retained Earnings			Total Shareholders’ Equity				2023		2022		2023		2022
	Shares Issued	Par Value
Balance at January 1, 2016	165.1	$	165.1	$	2,236.4	$	(492.5	)	$	509.8		$	2,418.8
Net loss	—	—		—		—			(21.4		)	(21.4		)
Other comprehensive income	—	—		—		25.8			—			25.8
Dividends paid:
Common stock ($0.60 per share)	—	—		—		—			(99.1		)	(99.1		)
Common Stock															Common Stock
Balance at beginning of period															Balance at beginning of period	$	129.3	$	151.8	$	132.3	$	156.8
Common stock repurchased and retired															Common stock repurchased and retired	(3.5)		(7.4)		(7.1)		(12.6)
Common stock issued for:															Common stock issued for:
Stock options exercised															Stock options exercised	—		0.7		0.4		0.9
Other transactions															Other transactions	—		—		0.2		—
Balance at end of period															Balance at end of period	$	125.8	$	145.1	$	125.8	$	145.1
Additional Paid-In Capital															Additional Paid-In Capital
Balance at beginning of period															Balance at beginning of period	$	491.6	$	1,719.3	$	682.7	$	1,969.6
Common stock repurchased and retired															Common stock repurchased and retired	(183.4)		(419.1)		(385.9)		(677.1)
Common stock issued for:															Common stock issued for:
Stock options exercised	—	—		0.4		—			—			0.4			Stock options exercised	0.7		15.0		11.5		20.0
Other transactions	0.2	0.2		2.8		—			—			3.0			Other transactions	0.1		0.8		1.5		3.0
Stock-based compensation	—	—		3.2		—			—			3.2			Stock-based compensation	4.7		2.5		3.9		3.0
Balance at September 30, 2016	165.3	$	165.3	$	2,242.8	$	(466.7	)	$	389.3		$	2,330.7
Balance at January 1, 2017	165.4	$	165.4	$	2,243.8	$	(510.0	)	$	373.8		$	2,273.0
Balance at end of period															Balance at end of period	$	313.7	$	1,318.5	$	313.7	$	1,318.5
Accumulated Other Comprehensive Loss															Accumulated Other Comprehensive Loss
Balance at beginning of period															Balance at beginning of period	$	(482.7)	$	(461.2)	$	(495.9)	$	(488.0)
Other comprehensive (loss) income															Other comprehensive (loss) income	(0.7)		(74.3)		12.5		(47.5)
Balance at end of period															Balance at end of period	$	(483.4)	$	(535.5)	$	(483.4)	$	(535.5)
Retained Earnings															Retained Earnings
Balance at beginning of period															Balance at beginning of period	$	2,354.6	$	1,376.0	$	2,224.5	$	1,013.8
Net income	—	—		—		—			60.2			60.2			Net income	146.9		422.1		303.2		815.1
Other comprehensive income	—	—		—		40.0			—			40.0
Dividends paid:
Common stock ($0.60 per share)	—	—		—		—			(99.6		)	(99.6		)
Common stock issued for:
Stock options exercised	1.0	1.0		17.5		—			—			18.5
Other transactions	—	—		1.7		—			—			1.7
Stock-based compensation	—	—		4.7		—			—			4.7
Balance at September 30, 2017	166.4	$	166.4	$	2,267.7	$	(470.0	)	$	334.4		$	2,298.5
Common stock dividends paid															Common stock dividends paid	(25.6)		(30.1)		(51.8)		(60.9)
Balance at end of period															Balance at end of period	$	2,475.9	$	1,768.0	$	2,475.9	$	1,768.0
Olin Corporation’s Shareholders’ Equity															Olin Corporation’s Shareholders’ Equity	$	2,432.0	$	2,696.1	$	2,432.0	$	2,696.1
Noncontrolling Interests															Noncontrolling Interests
Balance at beginning of period															Balance at beginning of period	$	41.8	$	—	$	—	$	—
Net loss															Net loss	(2.2)		—		(4.5)		—
Contributions from noncontrolling interests															Contributions from noncontrolling interests	—		—		44.1		—
Balance at end of period															Balance at end of period	$	39.6	$	—	$	39.6	$	—
Total Equity															Total Equity	$	2,471.6	$	2,696.1	$	2,471.6	$	2,696.1

Dividends declared per share of common stock															Dividends declared per share of common stock	$	0.20	$	0.20	$	0.40	$	0.40


	Employee severance and related benefit costs		Lease and other contract termination costs		Facility exit costs		Write-off of equipment and facility		Total
	($ in millions)
Balance at January 1, 2022	$	6.9	$	5.4	$	—	$	—	$	12.3
Restructuring charges:
First quarter	—		0.1		2.6		0.4		3.1
Second quarter	—		0.2		3.1		0.3		3.6

Amounts utilized	(3.7)		(1.0)		(5.7)		(0.7)		(11.1)
Balance at June 30, 2022	$	3.2	$	4.7	$	—	$	—	$	7.9
Balance at January 1, 2023	$	9.4	$	4.2	$	—	$	—	$	13.6
Restructuring charges:
First quarter	—		39.7		8.4		12.8		60.9
Second quarter	3.3		1.7		9.3		4.9		19.2

Amounts utilized	(1.4)		(7.2)		(17.7)		(17.7)		(44.0)
Balance at June 30, 2023	$	11.3	$	38.4	$	—	$	—	$	49.7



	Employee severance and job related benefits			Lease and other contract termination costs			Employee relocation costs			Facility exit costs			Write-off of equipment and facility			Total
	($ in millions)
Balance at January 1, 2016	$	4.6		$	2.1		$	—		$	—		$	—		$	6.7
Restructuring charges:
First quarter	3.9			9.2			0.2			2.9			76.6			92.8
Second quarter	0.2			—			0.8			7.2			—			8.2
Third quarter	—			—			0.9			4.3			—			5.2
Amounts utilized	(4.9		)	(5.6		)	(1.9		)	(12.1		)	(76.6		)	(101.1		)
Currency translation adjustments	—			0.1			—			—			—			0.1
Balance at September 30, 2016	$	3.8		$	5.8		$	—		$	2.3		$	—		$	11.9
Balance at January 1, 2017	$	3.4		$	7.5		$	—		$	1.8		$	—		$	12.7
Restructuring charges:
First quarter	—			5.7			0.2			2.3			—			8.2
Second quarter	—			5.8			0.1			2.6			—			8.5
Third quarter	—			7.0			—			2.2			—			9.2
Amounts utilized	(3.0		)	(4.6		)	(0.3		)	(8.8		)	—			(16.7		)
Balance at September 30, 2017	$	0.4		$	21.4		$	—		$	0.1		$	—		$	21.9



	September 30,
	2017		2016
	($ in millions)
Balance at beginning of year	$	10.1	$	6.4
Provisions charged	1.3		3.6
Write-offs, net of recoveries	—		(0.8		)
Balance at end of period	$	11.4	$	9.2


	Long-term Debt Borrowings (Repayments) for the Six Months Ended
	June 30, 2023		June 30, 2022
Debt Instruments	($ in millions)
Borrowings:
Senior Revolving Credit Facility	215.0		70.0
Receivables Financing Agreement	200.0		45.0
Total borrowings	$	415.0	$	115.0
Repayments:
Senior Term Loan	(4.4)		—
Senior Revolving Credit Facility	—		(70.0)
Receivables Financing Agreement	(265.2)		(45.0)
Finance leases	(1.7)		(0.5)
Total repayments	$	(271.3)	$	(115.5)
Long-term debt borrowings (repayments), net	$	143.7	$	(0.5)


	Pension Benefits				Other Postretirement Benefits
	Three Months Ended June 30,				Three Months Ended June 30,
	2023		2022		2023		2022
Components of Net Periodic Benefit (Income) Cost	($ in millions)
Service cost	$	1.4	$	2.2	$	0.2	$	0.3
Interest cost	26.4		15.5		0.4		0.3
Expected return on plans’ assets	(32.7)		(34.3)		—		—
Amortization of prior service cost	(0.1)		(0.2)		0.1		0.1
Recognized actuarial loss	0.3		8.6		0.2		0.5
Net periodic benefit (income) cost	$	(4.7)	$	(8.2)	$	0.9	$	1.2


			Tax Years
U.S. federal income tax			2018 - 2022
U.S. state income tax			2012 - 2022
Canadian federal income tax			2016 - 2022
Brazil			2016 - 2022
Germany			2015 - 2022
China			2014 - 2022
The Netherlands			2016 - 2022



	Foreign Currency Translation Adjustment (net of taxes)			Unrealized Gains (Losses) on Derivative Contracts (net of taxes)			Pension and Postretirement Benefits (net of taxes)			Accumulated Other Comprehensive Loss
	($ in millions)
Balance at January 1, 2016	$	(12.1	)	$	(6.9	)	$	(473.5	)	$	(492.5	)
Unrealized gains (losses):
First quarter	24.0			1.1			—			25.1
Second quarter	(14.3		)	(4.6		)	—			(18.9		)
Third quarter	6.6			4.2			5.1			$	15.9
Reclassification adjustments into income:
First quarter	—			3.7			6.1			9.8
Second quarter	—			1.7			5.9			7.6
Third quarter	—			—			3.3			$	3.3
Tax (provision) benefit:
First quarter	(8.5		)	(1.8		)	(2.3		)	(12.6		)
Second quarter	3.5			1.1			(2.4		)	2.2
Third quarter	(2.0		)	(1.6		)	(3.0		)	$	(6.6	)
Net Change	9.3			3.8			12.7			25.8
Balance at September 30, 2016	$	(2.8	)	$	(3.1	)	$	(460.8	)	$	(466.7	)
Balance at January 1, 2017	$	(24.1	)	$	12.8		$	(498.7	)	$	(510.0	)
Unrealized gains (losses):
First quarter	8.3			(3.1		)	—			5.2
Second quarter	28.1			(3.7		)	—			24.4
Third quarter	16.0			3.2			—			19.2
Reclassification adjustments into income:
First quarter	—			(0.1		)	6.6			6.5
Second quarter	—			(2.3		)	6.8			4.5
Third quarter	—			(1.2		)	6.8			5.6
Tax (provision) benefit:
First quarter	(2.3		)	1.2			(2.7		)	(3.8		)
Second quarter	(12.2		)	2.3			(2.3		)	(12.2		)
Third quarter	(6.2		)	(0.7		)	(2.5		)	(9.4		)
Net Change	31.7			(4.4		)	12.7			40.0
Balance at September 30, 2017	$	7.6		$	8.4		$	(486.0	)	$	(470.0	)


Grant date	2023			2022
Dividend yield	1.32		%	1.60		%
Risk-free interest rate	4.07		%	1.93		%
Expected volatility of Olin common stock	47		%	48		%
Expected life (years)	7.0			7.0
Weighted-average grant fair value (per option)	$	28.74		$	21.18
Weighted-average exercise price	$	60.55		$	49.71
Options granted	562,124			737,100


	Foreign Currency Translation Adjustment		Unrealized (Losses) Gains on Derivative Contracts (net of taxes)		Pension and Other Postretirement Benefits (net of taxes)		Accumulated Other Comprehensive Loss
	($ in millions)
Balance at January 1, 2022	$	(10.9)	$	22.8	$	(499.9)	$	(488.0)
Unrealized (losses) gains:
First quarter	(10.5)		52.8		—		42.3
Second quarter	(26.0)		(36.4)		—		(62.4)

Reclassification adjustments of (gains) losses into income:
First quarter	—		(12.4)		8.9		(3.5)
Second quarter	—		(36.1)		9.0		(27.1)

Tax (provision) benefit:
First quarter	—		(9.7)		(2.3)		(12.0)
Second quarter	—		17.5		(2.3)		15.2

Net change	(36.5)		(24.3)		13.3		(47.5)
Balance at June 30, 2022	$	(47.4)	$	(1.5)	$	(486.6)	$	(535.5)
Balance at January 1, 2023	$	(38.6)	$	(32.5)	$	(424.8)	$	(495.9)
Unrealized gains (losses):
First quarter	5.5		(20.8)		—		(15.3)
Second quarter	(8.5)		(10.7)		—		(19.2)

Reclassification adjustments of losses into income:
First quarter	—		30.7		0.4		31.1
Second quarter	—		20.5		0.5		21.0

Tax provision:
First quarter	—		(2.5)		(0.1)		(2.6)
Second quarter	—		(2.4)		(0.1)		(2.5)

Net change	(3.0)		14.8		0.7		12.5
Balance at June 30, 2023	$	(41.6)	$	(17.7)	$	(424.1)	$	(483.4)



	Pension Benefits						Other Postretirement Benefits
	Three Months Ended September 30,						Three Months Ended September 30,
	2017			2016			2017			2016
Components of Net Periodic Benefit (Income) Cost	($ in millions)
Service cost	$	4.3		$	3.3		$	0.3		$	0.2
Interest cost	21.8			21.8			0.3			0.3
Expected return on plans’ assets	(39.2		)	(39.5		)	—			—
Amortization of prior service cost	—			(0.1		)	(0.6		)	(2.0		)
Recognized actuarial loss	6.8			5.2			0.6			0.2
Net periodic benefit (income) cost	$	(6.3	)	$	(9.3	)	$	0.6		$	(1.3	)



	Three Months Ended September 30,				Nine Months Ended September 30,
Effective Tax Rate Reconciliation (Percent)	2017		2016		2017		2016
Statutory federal tax rate	35.0	%	35.0	%	35.0	%	35.0	%
Salt depletion	(11.6	)	(17.3	)	(11.6	)	19.6
Stock-based compensation	(0.9	)	—		(5.1	)	—
Foreign rate differential	(8.9	)	(4.1	)	(8.9	)	3.6
U.S. tax on foreign earnings	8.8		4.0		8.8		(3.4	)
Dividends paid to CEOP	(0.5	)	(0.8	)	(0.5	)	1.1
State income taxes, net	—		2.8		—		6.1
Change in valuation allowance	—		1.0		—		(0.8	)
Change in tax contingencies	0.4		0.6		(16.9	)	(7.2	)
Return to provision	(3.2	)	(3.5	)	(0.5	)	9.0
Impact of tax rate changes	(7.1	)	(2.0	)	(7.5	)	0.7
Other, net	0.7		2.1		0.7		(0.8	)
Effective tax rate	12.7	%	17.8	%	(6.5	)%	62.9	%



	~~Tax Years~~
~~U.S. federal income tax~~	~~2013 - 2016~~
~~U.S. state income tax~~	~~2006 - 2016~~
~~Canadian federal income tax~~	~~2012 - 2016~~
~~Brazil~~	~~2014 - 2016~~
~~Germany~~	~~2015 - 2016~~
~~China~~	~~2014 - 2016~~
~~The Netherlands~~	~~2014 - 2016~~
~~South Korea~~	~~2014 - 2016~~



	Asset Derivatives										Liability Derivatives
		Fair Value										Fair Value
	Balance Sheet Location	September 30, 2017			December 31, 2016			September 30, 2016			Balance Sheet Location	September 30, 2017			December 31, 2016			September 30, 2016
		($ in millions)										($ in millions)
Derivatives Designated as Hedging Instruments
Interest rate contracts	Other current assets	$	5.0		$	1.9		$	—		Current installments of long-term debt	$	—		$	0.1		$	—
Interest rate contracts	Other assets	—			—			—			Long-term debt	—			—			0.2
Interest rate contracts	Other assets	3.7			7.7			2.5			Other liabilities	23.9			28.5			2.3
Commodity contracts – gains	Other current assets	7.8			13.2			1.9			Accrued liabilities	—			—			(1.1		)
Commodity contracts – losses	Other current assets	(0.4		)	(1.7		)	(1.0		)	Accrued liabilities	2.6			—			5.0
		$	16.1		$	21.1		$	3.4			$	26.5		$	28.6		$	6.4
Derivatives Not Designated as Hedging Instruments
Foreign exchange contracts – gains	Other current assets	$	0.5		$	0.6		$	0.1		Accrued liabilities	$	(0.5	)	$	(0.5	)	$	—
Foreign exchange contracts – losses	Other current assets	(0.3		)	(0.5		)	(0.1		)	Accrued liabilities	0.6			1.7			0.8
		$	0.2		$	0.1		$	—			$	0.1		$	1.2		$	0.8
Total derivatives⁽¹⁾		$	16.3		$	21.2		$	3.4			$	26.6		$	29.8		$	7.2



	Fair Value Measurements								Amount recorded on balance sheets
	Level 1		Level 2		Level 3		Total		Amount recorded on balance sheets
	($ in millions)
Balance at September 30, 2017	$	—	$	3,920.5	$	153.0	$	4,073.5	$	3,745.2
Balance at December 31, 2016	—		3,703.7		153.0		3,856.7		3,617.6
Balance at September 30, 2016	—		3,732.7		153.0		3,885.7		3,677.8



CONDENSED CONSOLIDATING BALANCE SHEETS
September 30, 2017
(In millions)
(Unaudited)

	Parent Guarantor			Issuer		Subsidiary Non-Guarantor			Eliminations			Total
Assets
Current assets:
Cash and cash equivalents	$	36.9		$	—	$	219.0		$	—		$	255.9
Receivables, net	106.0			—		623.5			—			729.5
Intercompany receivables	—			—		1,948.4			(1,948.4		)	—
Income taxes receivable	13.4			—		4.6			(2.1		)	15.9
Inventories	172.2			—		517.3			—			689.5
Other current assets	180.5			—		5.0			(158.4		)	27.1
Total current assets	509.0			—		3,317.8			(2,108.9		)	1,717.9
Property, plant and equipment, net	513.0			—		3,066.2			—			3,579.2
Investment in subsidiaries	6,155.3			3,828.7		—			(9,984.0		)	—
Deferred income taxes	140.9			—		127.0			(126.8		)	141.1
Other assets	45.5			—		1,170.1			—			1,215.6
Long-term receivables—affiliates	—			2,174.0		—			(2,174.0		)	—
Intangible assets, net	0.3			5.7		586.9			—			592.9
Goodwill	—			966.3		1,153.5			—			2,119.8
Total assets	$	7,364.0		$	6,974.7	$	9,421.5		$	(14,393.7	)	$	9,366.5
Liabilities and Shareholders' Equity
Current liabilities:
Current installments of long-term debt	$	0.7		$	68.8	$	12.2		$	—		$	81.7
Accounts payable	69.6			—		548.3			(4.4		)	613.5
Intercompany payables	1,948.4			—		—			(1,948.4		)	—
Income taxes payable	—			—		11.7			(2.1		)	9.6
Accrued liabilities	146.0			—		305.0			(156.5		)	294.5
Total current liabilities	2,164.7			68.8		877.2			(2,111.4		)	999.3
Long-term debt	944.1			2,470.1		249.3			—			3,663.5
Accrued pension liability	405.7			—		213.0			—			618.7
Deferred income taxes	—			250.5		931.8			(126.8		)	1,055.5
Long-term payables—affiliates	1,267.2			—		906.8			(2,174.0		)	—
Other liabilities	283.8			5.6		441.6			—			731.0
Total liabilities	5,065.5			2,795.0		3,619.7			(4,412.2		)	7,068.0
Commitments and contingencies
Shareholders' equity:
Common stock	166.4			—		14.6			(14.6		)	166.4
Additional paid-in capital	2,267.7			4,125.7		4,808.2			(8,933.9		)	2,267.7
Accumulated other comprehensive loss	(470.0		)	—		(5.7		)	5.7			(470.0		)
Retained earnings	334.4			54.0		984.7			(1,038.7		)	334.4
Total shareholders' equity	2,298.5			4,179.7		5,801.8			(9,981.5		)	2,298.5
Total liabilities and shareholders' equity	$	7,364.0		$	6,974.7	$	9,421.5		$	(14,393.7	)	$	9,366.5



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 2017
(In millions)
(Unaudited)

	Parent Guarantor			Issuer			Subsidiary Non-Guarantor		Eliminations			Total
Sales	$	1,000.9		$	—		$	3,976.9	$	(329.3	)	$	4,648.5
Operating expenses:
Cost of goods sold	883.3			—			3,589.4		(329.3		)	4,143.4
Selling and administration	99.7			—			154.9		—			254.6
Restructuring charges	—			—			25.9		—			25.9
Acquisition-related costs	12.5			—			—		—			12.5
Other operating (expense) income	(7.1		)	—			7.0		—			(0.1		)
Operating (loss) income	(1.7		)	—			213.7		—			212.0
Earnings of non-consolidated affiliates	1.5			—			—		—			1.5
Equity income (loss) in subsidiaries	72.9			94.0			—		(166.9		)	—
Interest expense	33.3			123.8			5.5		(4.6		)	158.0
Interest income	4.7			—			0.9		(4.6		)	1.0
Income (loss) before taxes	44.1			(29.8		)	209.1		(166.9		)	56.5
Income tax (benefit) provision	(16.1		)	(45.7		)	58.1		—			(3.7		)
Net income (loss)	$	60.2		$	15.9		$	151.0	$	(166.9	)	$	60.2



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Three Months Ended September 30, 2017
(In millions)
(Unaudited)

	Parent Guarantor			Issuer			Subsidiary Non-Guarantor		Eliminations			Total
Sales	$	348.0		$	—		$	1,321.8	$	(114.9	)	$	1,554.9
Operating expenses:
Cost of goods sold	313.8			—			1,146.7		(114.9		)	1,345.6
Selling and administration	31.1			—			55.3		—			86.4
Restructuring charges	—			—			9.2		—			9.2
Acquisition-related costs	1.1			—			—		—			1.1
Other operating (expense) income	(2.6		)	—			2.6		—			—
Operating (loss) income	(0.6		)	—			113.2		—			112.6
Earnings of non-consolidated affiliates	0.5			—			—		—			0.5
Equity income (loss) in subsidiaries	54.5			54.7			—		(109.2		)	—
Interest expense	11.9			41.0			1.5		(1.3		)	53.1
Interest income	1.7			—			—		(1.3		)	0.4
Income (loss) before taxes	44.2			13.7			111.7		(109.2		)	60.4
Income tax (benefit) provision	(8.5		)	(15.0		)	31.2		—			7.7
Net income (loss)	$	52.7		$	28.7		$	80.5	$	(109.2	)	$	52.7



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 2016
(In millions)
(Unaudited)

	Parent Guarantor			Issuer			Subsidiary Non-Guarantor		Eliminations			Total
Sales	$	1,009.6		$	—		$	3,545.3	$	(390.0	)	$	4,164.9
Operating expenses:
Cost of goods sold	861.3			—			3,225.4		(390.0		)	3,696.7
Selling and administration	106.2			—			143.2		—			249.4
Restructuring charges	0.8			—			105.4		—			106.2
Acquisition-related costs	39.6			—			—		—			39.6
Other operating (expense) income	(1.7		)	—			12.2		—			10.5
Operating income	—			—			83.5		—			83.5
Earnings of non-consolidated affiliates	1.1			—			—		—			1.1
Equity (loss) income in subsidiaries	(6.2		)	94.8			—		(88.6		)	—
Interest expense	30.6			114.0			3.2		(4.2		)	143.6
Interest income	2.3			—			3.2		(4.2		)	1.3
Income (loss) before taxes	(33.4		)	(19.2		)	83.5		(88.6		)	(57.7		)
Income tax (benefit) provision	(12.0		)	(40.7		)	16.4		—			(36.3		)
Net (loss) income	$	(21.4	)	$	21.5		$	67.1	$	(88.6	)	$	(21.4	)



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Three Months Ended September 30, 2016
(In millions)
(Unaudited)

	Parent Guarantor			Issuer			Subsidiary Non-Guarantor			Eliminations			Total
Sales	$	359.1		$	—		$	1,249.3		$	(155.7	)	$	1,452.7
Operating expenses:
Cost of goods sold	300.6			—			1,139.5			(155.7		)	1,284.4
Selling and administration	33.4			—			48.6			—			82.0
Restructuring charges	0.2			—			5.0			—			5.2
Acquisition-related costs	14.3			—			(1.2		)	—			13.1
Other operating (expense) income	(0.6		)	—			0.4			—			(0.2		)
Operating income	10.0			—			57.8			—			67.8
Earnings of non-consolidated affiliates	0.5			—			—			—			0.5
Equity income (loss) in subsidiaries	15.0			35.5			—			(50.5		)	—
Interest expense	9.6			38.0			1.3			(1.4		)	47.5
Interest income	0.8			—			1.1			(1.4		)	0.5
Income (loss) before taxes	16.7			(2.5		)	57.6			(50.5		)	21.3
Income tax (benefit) provision	(0.8		)	(12.5		)	17.1			—			3.8
Net income (loss)	$	17.5		$	10.0		$	40.5		$	(50.5	)	$	17.5