OLN 10-K Annual Report Dec. 31, 2024 | Alphaminr
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OLN 10-K Fiscal year ended Dec. 31, 2024

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OLIN CORP
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. [reserved]printItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintNote 1. Description Of BusinessprintNote 2. Accounting PoliciesprintNote 3. Recent Accounting PronouncementsprintNote 4. AcquisitionsprintNote 5. Restructuring ChargesprintNote 6. Earnings Per ShareprintNote 7. InventoriesprintNote 8. Property, Plant and EquipmentprintNote 9. Other AssetsprintNote 10. Goodwill and Intangible AssetsprintNote 11. DebtprintNote 12. Pension PlansprintNote 13. Postretirement BenefitsprintNote 14. Income TaxesprintNote 15. Accrued LiabilitiesprintNote 16. Defined Contribution PlanprintNote 17. Stock-based CompensationprintNote 18. Shareholders EquityprintNote 19. Segment InformationprintNote 20. EnvironmentalprintNote 21. LeasesprintNote 22. Commitments and ContingenciesprintNote 23. Derivative Financial InstrumentsprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions and Director IndependenceprintItem 14. Principal Accounting Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

2 Merger Agreement dated as of March 26, 2015, among The Dow Chemical Company, Blue Cube Spinco Inc., Olin Corporation and Blue Cube Acquisition Corp.Exhibit 2.1 to Olins Form 8-K filed March 27, 2015* 3.1 Amended and Restated Articles of Incorporation of Olin Corporation as amended effective April 24, 2020Exhibit 3.1 to Olins Form 8-K filed April 28, 2020* 3.2 Bylaws of Olin Corporation as amended effective June 5, 2023Exhibit 3.1 to Olin's Form 8-K filed June 5, 2023* 4.1 Description of Olin Corporation Securities registered under Section 12 of the Exchange Act 4.2 Indenture dated as of August 19, 2009, between Olin Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee Exhibit 4.1 of Olins Current Report on Form 8-K dated August 19, 2009* 4.3 Trust Indenture effective December 1, 2010 between Mississippi Business Finance Corporation and U.S. Bank National AssociationExhibit 4.1 to Olins Form 8-K filed December 10, 2010* 4.4 Fourth Supplemental Indenture dated as of March 9, 2017 between Olin Corporation and U.S. Bank National AssociationExhibit 4.3 to Olins Form 8-K filed March 9, 2017* 4.5 Fifth Supplemental Indenture dated January 16, 2018 between Olin Corporation and U.S. Bank National Association, as trustee, governing the Senior NotesExhibit 4.1 to Olins Form 8-K filed January 19, 2018* 4.6 Sixth Supplemental Indenture dated July 16, 2019 between Olin Corporation and U.S. Bank National Association, as trustee, governing the Senior NotesExhibit 4.1 to Olins Form 8-K filed July 16, 2019* 4.7 Seventh Supplemental Indenture dated September 30, 2020 between Olin Corporation and U. S. Bank National Association, as trustee, governing the Senior NotesExhibit 4.1 to Olins Form 10-Q filed November 5, 2020* 4.8 Loan Agreement effective December 1, 2010 between Mississippi Business Finance Corporation and Olin CorporationExhibit 4.2 to Olins Form 8-K filed December 10, 2010* 4.9 Bond Purchase Agreement dated December 9, 2010 between Mississippi Business Finance Corporation, Olin Corporation and PNC Bank, National Association, as administrative agentExhibit 4.3 to Olins Form 8-K filed December 10, 2010* 4.10 Amended and Restated Credit and Funding Agreement dated December 9, 2010 between Olin Corporation, as borrower; PNC Bank, National Association, as administrative agent; PNC Capital Markets LLC, as lead arranger; and the Lenders party theretoExhibit 4.4 to Olins Form 8-K filed December 10, 2010* 4.11 First Amendment dated December 27, 2010 to the Amended and Restated Credit and Funding Agreement dated December 9, 2010 between Olin Corporation, as borrower; PNC Bank, National Association, as administrative agent; PNC Capital Markets LLC, as lead arranger; and the Lenders party theretoExhibit 4.4 to Olins Form 8-K filed December 30, 2010* 4.12 Second Amendment dated April 27, 2012 to Amended and Restated Credit and Funding Agreement dated December 9, 2010 among Olin Corporation, the Lenders as named therein, and PNC Bank, National Association, as administrative agent for the LendersExhibit 4.2 to Olins Form 8-K filed May 3, 2012* 4.13 Third Amendment dated June 23, 2014 to Amended and Restated Credit and Funding Agreement dated December 9, 2010 among Olin Corporation, the Lenders as named therein, and PNC Bank, National Association, as administrative agent for the LendersExhibit 4.2 to Olins Form 8-K filed June 25, 2014* 4.14 Amendment No. 4 dated June 23, 2015 to the Amended and Restated Credit and Funding Agreement dated December 9, 2010 among Olin Corporation, the Lenders as named therein, and PNC Bank, National Association, as administrative agentExhibit 10.3 to Olins Form 8-K filed June 29, 2015* 4.15 Fifth Amendment dated September 29, 2016 to Amended and Restated Credit and Funding Agreement dated December 9, 2010 among Olin Corporation, the Lenders as named therein, and PNC Bank, National Association, as administrative agent for the LendersExhibit 4.1 to Olins Form 10-Q filed May 3, 2017* 4.16 Sixth Amendment dated March 9, 2017 to Amended and Restated Credit and Funding Agreement dated December 9, 2010 among Olin Corporation, the Lenders as named therein, and PNC Bank, National Association, as administrative agent for the LendersExhibit 4.2 to Olins Form 8-K filed March 9, 2017* 4.17 Seventh Amendment dated July 16, 2019 to Amended and Restated Credit and Funding Agreement dated December 9, 2010 among Olin Corporation, the Lenders as named therein, and PNC Bank, National Association, as administrative agent for the LendersExhibit 4.3 to Olins Form 8-K filed July 16, 2019* 4.18 Eighth Amendment dated December 20, 2019 to Amended and Restated Credit and Funding Agreement dated December 9, 2010 among Olin Corporation, the Lenders as named therein, and PNC Bank, National Association, as administrative agent for the LendersExhibit 4.1 to Olins Form 8-K filed December 20, 2019* 4.19 Ninth Amendment dated May 8, 2020 to Amended and Restated Credit and Funding Agreement dated December 9, 2010 among Olin Corporation, the Lenders as named therein, and PNC Bank, National Association, as administrative agent for the LendersExhibit 4.1 to Olins Form 8-K filed May 11, 2020* 4.20 Tenth Amendment to Amended and Restated Credit and Funding Agreement, dated as of February 24, 2021, among Olin Corporation, the Lenders (as defined therein), and PNC Bank, National Association, as Administrative AgentExhibit 4.1 to Olins Form 8-K filed March 1, 2021* 4.21 Eleventh Amendment dated August 30, 2021 to Amended and Restated Credit and Funding Agreement dated December 9, 2010 among Olin Corporation, Olin Winchester, LLC, the Lenders as named therein, and PNC Bank, National Association, as administrative agent for the LendersExhibit 4.1 to Olins Form 10-Q filed October 22, 2021* 4.22 Twelfth Amendment to Amended and Restated Credit and Funding Agreement, dated as of October 11, 2022, among Olin Corporation, the Lenders (as defined therein), and PNC Bank, National Association, as administrative agent Exhibit 4.1 to Olin's Form 8-K filed October 12, 2022* 4.23 Forward Purchase Agreement dated as of March 9, 2017, among Olin Corporation, the Lenders as named therein, and PNC Bank, National Association, as administrative agentExhibit 4.1 to Olins Form 8-K filed March 9, 2017* 4.24 First Amendment dated August 30, 2021 to Forward Purchase Agreement dated March 9, 2017, among Olin Corporation, Olin Winchester, LLC, the Lenders as named therein, and PNC Bank, National Association , as administrative agentExhibit 4.2 to Olins Form 10-Q filed October 22, 2021* 4.25 Senior Notes Indenture dated May 19, 2020 among Olin Corporation, as issuer, and U.S. Bank National Association, as trustee, governing the Senior NotesExhibit 4.1 to Olins Form 8-K filed May 20, 2020* 4.26 First Supplemental Indenture dated September 30, 2020 between Olin Corporation, as issuer, as issuer, and U.S. Bank National Association, as trustee, governing the 9.500% Senior Notes due 2025Exhibit 4.4 to Olins Form 10-Q filed November 5, 2020* 4.27 Second Supplemental Indenture dated November 15,2021 between Olin Corporation, as issuer, as issuer, and U.S. Bank National Association, as trustee, governing the 9.500% Senior Notes due 2025Exhibit 4.1 to Olins Form 8-K filed November 16, 2021* 4.28 Form of 5.125% Senior Notes due 2027Exhibit 4.4 (included in Exhibit 4.3) to Olins Form 8-K filed March 9, 2017* 4.29 Form of 5.000% Senior Notes due 2030Exhibit 4.1 to Olins Form 8-K filed January 19, 2018* 4.30 Form of 5.625% Senior Notes due 2029Exhibit 4.2 (included in Exhibit 4.1) to Olins Form 8-K filed July 16, 2019* 4.31 Form of 9.500% Senior Notes due 2025Exhibit 4.2 (included in Exhibit 4.1) to Olins Form 8-K filed May 20, 2020* 4.32 Receivables Purchase Agreement, dated as of November 20, 2024, among Olin Corporation, as servicer, Olin Finance Company, LLC, as seller, PNC Bank, National Association, as administrative agent, PNC Capital Markets LLC, as structuring agent, and the persons from time to time parties thereto as purchasers and group agentsExhibit 10.1 to Olins Form 8-K filed November 20, 2024* 10.1 Senior Executive Pension Plan amended and restated effective October 24, 2008Exhibit 10.1 to Olins Form 10-Q filed October 27, 2008* 10.2 Olin Corporation Supplemental Retirement Savings PlanExhibit 10.1 to Olins Form 8-K filed October 1, 2024* 10.3 Olin Corporation Change in Control Severance Plan for Section 16(b) Officers effectiveApril 24, 2024 10.4 Olin Corporation Severance Plan for Section 16(b) Officers effectiveApril 24, 2024 10.5 Amended and Restated 1997 Stock Plan for Non-employee Directors codified to reflect amendments adopted throughDecember 5, 2024 10.6 Description of Restricted Stock Unit Awards granted under one of Olin's Long Term Incentive PlansExhibit 10.6 to Olin's Form 10-K filed February 23, 2023* 10.7 Supplementary and Deferral Benefit Pension Plan as amended and restated effective October 24, 2008Exhibit 10.2 to Olins Form 10-Q filed October 27, 2008* 10.8 Amended and Restated Olin Corporation 2003 Long Term Incentive Plan codified as of January 27, 2019Exhibit 10.2 to Olins Form 8-K filed January 30, 2019* 10.9 Amended and Restated Olin Corporation 2006 Long Term Incentive Plan codified as of January 27, 2019Exhibit 10.3 to Olins Form 8-K filed January 30, 2019* 10.10 Amended and Restated Olin Corporation 2009 Long Term Incentive Plan codified as of January 27, 2019Exhibit 10.4 to Olins Form 8-K filed January 30, 2019* 10.11 Amended and Restated Olin Corporation 2014 Long Term Incentive Plan codified as of January 27, 2019Exhibit 10.5 to Olins Form 8-K filed January 30, 2019* 10.12 Amended and Restated Olin Corporation 2016 Long Term Incentive Plan codified as of January 27, 2019Exhibit 10.6 to Olins Form 8-K filed January 30, 2019* 10.13 Amended and Restated Olin Corporation 2018 Long Term Incentive Plan codified as of January 27, 2019Exhibit 10.7 to Olins Form 8-K filed January 30, 2019* 10.14 Amended and Restated Olin Corporation 2021 Long Term Incentive Plan codified as of April 22, 2021Exhibit 10.1 to Olins Form 8-K/A filed April 26, 2021* 10.15 Olin Corporation Section 16 Short-Term Incentive PlanExhibit 10.1 to Olins Form 8-K filed December 13, 2023* 10.16 Performance Share ProgramamendedDecember 5, 2024 10.17 Offer Letter dated July 14, 2020 by and between Scott M. Sutton and Olin CorporationExhibit 10.1 to Olins Form 8-K filed July 15, 2020* 10.18 Form of Non-Qualified Stock Option Award CertificateExhibit 10.19 to Olin's Form 10-K filed February 23, 2023* 10.19 Form of Restricted Stock Unit Award CertificateExhibit 10.20 to Olin's Form 10-K filed February 23, 2023* 10.20 Form of Performance Award CertificateExhibit 10.21 to Olin's Form 10-K filed February 23, 2023* 10.21 Restricted Stock Award to Damian Gumpel dated December 10, 2021 and related DescriptionExhibit 10.2 to Olins Form 8-K filed December 10, 2021* 10.22 Summary ofOlin Performance Share Programas amended effectiveFebruary 21, 2024 10.23 Olin Corporation Retirement Savings Plan Amended and Restated effective as of January 1, 2024Exhibit 10.1 to Olins Form 10-Q filed October 25, 2024* 10.28 Separation Agreement dated March 26, 2015 between The Dow Chemical Company and Blue Cube Spinco Inc.Exhibit 10.1 to Olins Form 8-K filed March 27, 2015* 10.29 Credit Agreement dated October 11, 2022 among Olin Corporation, the Lenders as named therein and Bank of America, N.A., as administrative agentExhibit 10.1 to Olins Form 8-K filed October 12, 2022* 10.30 Transition Agreement between Olin Corporation and Scott Sutton, Dated October 30, 2023 - Exhibit 10.1 to Olins Form 8-K filed November 2, 2023* 10.31 Form of Olin Corporation Retention AgreementExhibit 10.1 to Olin's Form 8-K filed December 20, 2023* 10.32 Offer Letter dated February 15, 2024 by and between Kenneth Lane and Olin CorporationExhibit 10.1 to Olin's Form 8-K filed February 20, 2024* 10.33 Retention Agreement Side Letter, dated December 5, 2024Exhibit 10.1 to Olins Form 8-K filed December 10, 2024* 10.34 Separation Agreement, dated January 20, 2025, by and between Olin Corporation and Damian GumpelExhibit 10.1 to Olins Form 8-K filed January 21, 2025* 19 Insider Trading Policy 21 Subsidiaries of Olin Corporation 23 Consent of KPMG LLP 31.1 Section 302 Certification Statement of Chief Executive Officer 31.2 Section 302 Certification Statement of Chief Financial Officer 32 Section 906 Certification Statement of Chief Executive Officer and Chief Financial Officer 97 Olin Corporation Executive Officer Clawback PolicyExhibit 97 to Olins Form 10-K filed February 22, 2024*