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LSB INDUSTRIES INC

For the period ended Dec 31, 2023. Filed Mar 6, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 6, 2024

LXU$11.16+3.9%Stored close · as of Nov 10, 2026

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Item 15. Exhibits and Financial Statement Schedules

(a) (1) Financial Statements

The following consolidated financial statements of the Company appear immediately following this Part IV:

Page
Report of Independent Registered Public Accounting FirmF-2
Consolidated Balance Sheets as of December 31, 2023 and 2022F-3
Consolidated Statements of Operations for each of the three years in the period ended December 31, 2023F-4
Consolidated Statements of Stockholders' Equity for each of the three years in the period ended December 31, 2023F-5
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2023F-6
Notes to Consolidated Financial StatementsF-7

(a) (2) Financial Statement Schedule

The Company has included the following schedule in this report:

II - Valuation and Qualifying AccountsF-29

We have omitted all other schedules because the conditions requiring their filing do not exist or because the required information appears in our Consolidated Financial Statements, including the notes to those statements.

(a)(3) Exhibits

Exhibit NumberExhibit TitleIncorporated by Reference to the Following
3(i).1Restated Certificate of Incorporation of LSB Industries, Inc., dated January 21, 1977, as amended August 27, 1987Exhibit 3(i).1 to the Company’s Form 10-K filed on February 28, 2013
3(i).2Certificate of Amendment to the Restated Certificate of Incorporation of LSB Industries, dated September 23, 2021Exhibit 3(i).2 to the Company’s Registration Statement on Form S-3 filed on November 16, 2021
3(ii).1Second Amended and Restated Bylaws of LSB Industries, Inc., dated July 19, 2021Exhibit 3.1 to the Company’s Form 8-K filed July 19, 2021
4.1Specimen Certificate for the Company’s Common StockExhibit 4.3 to the Company’s Registration Statement on Form S-3 ASR filed November 16, 2012
4.2Amended and Restated Section 382 Rights Agreement, dated as of August 22, 2023, between LSB Industries, Inc. and Computershare Trust Company, N.A., as rights agentExhibit 4.1 to the Company’s Form 8-K filed August 25, 2023
4.3Intercreditor Agreement, dated August 7, 2013, by and among Wells Fargo Capital Finance, Inc., as agent and UMB Bank, n.a., as collateral agent, and acknowledged and agreed to by LSB Industries, Inc. and the other grantors named thereinExhibit 99.1 to the Company’s Form 8-K filed August 14, 2013
4.4Indenture, dated as of October 14, 2021, among LSB Industries, Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent.Exhibit 4.1 to the Company’s Form 8-K filed October 15, 2021
4.5Form of 6.250% Senior Secured Notes due 2028 (included in Exhibit 4.4).Exhibit 4.2 to the Company’s Form 8-K filed October 15, 2021
4.6(a)Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934Exhibit 4.17(a) to the Company’s Form 10-K filed February 24, 2022
10.1*LSB Industries, Inc. 2016 Long Term Incentive PlanExhibit 4.8 to the Company’s Form S-8 filed June 28, 2016
10.2*Form of LSB Industries, Inc. 2016 Long Term Incentive Plan Stock Option AgreementExhibit 4.9 to the Company’s Form S-8 filed June 28, 2016
10.3*Form of LSB Industries, Inc. 2016 Long Term Incentive Plan Restricted Stock Unit Agreement (Director Award)Exhibit 4.10 to the Company’s Form S-8 filed June 28, 2016
10.4*Form of LSB Industries, Inc. 2016 Long Term Incentive Plan Restricted Stock AgreementExhibit 4.11 to the Company’s Form S-8 filed June 28, 2016
10.5*Form of Time-Based Restricted Stock Agreement of LSB Industries, Inc.Exhibit 10.4 to the Company’s Form 8-K filed January 3, 2019
10.6*Form of Performance-Based Restricted Stock Agreement of LSB Industries, Inc.Exhibit 10.5 to the Company’s Form 8-K filed January 3, 2019
10.7*Employment Agreement, dated December 30, 2018, between LSB Industries, Inc. and Mark T. BehrmanExhibit 10.1 to the Company’s Form 8-K filed January 3, 2019
10.8*Employment Agreement, dated December 30, 2018, between LSB Industries, Inc. and Michael J. FosterExhibit 10.3 to the Company’s Form 8-K filed January 3, 2019
10.9*Employment Agreement, dated December 30, 2018, between LSB Industries, Inc. and Cheryl MaguireExhibit 10.2 to the Company’s Form 8-K filed January 3, 2019
10.10*Employment Agreement, dated December 20, 2019 and to be effective not later than February 3, 2020, between LSB Industries, Inc. and John BurnsExhibit 10.30 to the Company’s Form 10-K filed February 25, 2019
Exhibit NumberExhibit TitleIncorporated by Reference to the Following
10.11*Severance and Change in Control Agreement, dated April 6, 2020, between LSB Industries, Inc. and Kristy CarverExhibit 10.1 to the Company’s Form 10-Q filed May 7, 2020
10.12Indemnification Agreement, dated October 14, 2015, by and between the Company and Jack E. Golsen, together with a schedule identifying other substantially identical agreements between the Company and each of the other directors identified on the scheduleExhibit 10.1 to the Company’s Form 8-K filed October 19, 2015
10.13Indemnification Agreement, dated October 14, 2015 by and between the Company and David M. Shear, together with a schedule identifying other substantially identical agreements between the Company and each of its executive officers identified on the scheduleExhibit 10.2 to the Company’s Form 8-K filed October 19, 2015
10.14Indemnification Agreement, dated as of December 4, 2015, by and between LSB Industries, Inc. and Jonathan S. Bobb, together with a schedule identifying other substantially identical agreements between the Company and each of the other directors identified on the scheduleExhibit 10.5 to the Company’s Form 8-K filed December 8, 2015
10.15Asset Purchase Agreement, dated as of December 6, 2002, by and among Energetic Systems Inc. LLC, UTeC Corporation, LLC, SEC Investment Corp. LLC, DetaCorp Inc. LLC, Energetic Properties, LLC, Slurry Explosive Corporation, Universal Tech Corporation, El Dorado Chemical Company, LSB Chemical Corp., LSB Industries, Inc. and Slurry Explosive Manufacturing Corporation, LLCExhibit 2.1 to the Company’s Form 8-K dated December 27, 2002
10.16Exhibits and Disclosure Letters to the Asset Purchase Agreement, dated as of December 6, 2002, by and among Energetic Systems Inc. LLC, UTeC Corporation, LLC, SEC Investment Corp. LLC, DetaCorp Inc. LLC, Energetic Properties, LLC, Slurry Explosive Corporation, Universal Tech Corporation, El Dorado Chemical Company, LSB Chemical Corp., LSB Industries, Inc. and Slurry Explosive Manufacturing Corporation, LLCExhibit 10.1b to the Company’s Form 10-Q filed August 6, 2010
10.17Ammonia Purchase and Sale Agreement by and between El Dorado Chemical Company and Koch Fertilizer, LLC, dated as of November 2, 2015Exhibit 10.49 to the Company’s Form 10-K filed February 29, 2016CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AS IT IS THE SUBJECT OF A COMMISSION ORDER CF #33502, DATED APRIL 4, 2016, GRANTING REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE FREEDOM OF INFORMATION ACT.
10.18Second Amendment to Ammonia Purchase and Sale Agreement Between Koch Fertilizer, LLC and El Dorado Chemical Company, dated as of September 30, 2019Exhibit 10.1 to the Company’s Form 10-Q filed October 29, 2019 CERTAIN CONFIDENTIAL INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED.
Exhibit NumberExhibit TitleIncorporated by Reference to the Following
10.19Stock Purchase Agreement by and among Consolidated Industries L.L.C. The Climate Control Group, Inc., NIBE Energy Systems Inc. and, solely for purposes of Sections 6.8, 6.19 and 11.15 therein, LSB Industries, Inc., and solely for purposes of Section 11.16 therein, NIBE Industrier AB (publ), dated as of May 11, 2016.Exhibit 10.1 to the Company’s Form 8-K filed May 13, 2016
10.20Contract on the supply of Basic Engineering Package, Detail Engineering Package, Tagged Major Equipment and related Advisory Services, between Weatherly Inc. and El Dorado Chemical Company, dated November 30, 2012Exhibit 99.2 to the Company’s Form 8-K filed December 6, 2012
10.21Engineering, Procurement and Construction Agreement, dated August 12, 2013, between El Dorado Ammonia L.L.C. and SAIC Constructors, LLCExhibit 10.1 to the Company’s Form 8-K filed August 15, 2013
10.22Construction Agreement-DMW2, dated November 6, 2013, between El Dorado Chemical Company and SAIC Constructors, LLCExhibit 99.1 to the Company’s Form 8-K filed November 12, 2013
10.23Construction Agreement – NACSAC, dated November 6, 2013, between El Dorado Chemical Company and SAIC Constructors, LLCExhibit 99.2 to the Company’s Form 8-K filed November 12, 2013
10.24Engineering, Procurement and Construction Agreement, dated December 31, 2013, between El Dorado Chemical Company and SAIC Constructors, LLCExhibit 99.1 to the Company’s Form 8-K filed January 7, 2014
10.25Engineering, Procurement and Construction Contract, Amendment No. 1 dated October 20, 2015, by and between El Dorado Ammonia LLC and SAIC Constructors, LLCExhibit 10.1 to the Company’s Form 8-K filed October 26, 2015
10.26Settlement Agreement, dated April 26, 2015, by and among the Company and Starboard Value LP and its certain affiliates and associatesExhibit 99.1 to the Company’s Form 8-K filed April 30, 2015
10.27Consent Decree, dated May 28, 2014, by and among, LSB Industries, Inc., El Dorado Chemical Co., Cherokee Nitrogen Co., Pryor Chemical Co., El Dorado Nitrogen, L.P., the U.S. Department of Justice, the U.S. Environmental Protection Agency, the Alabama Department of Environmental Management, and the Oklahoma Department of Environment QualityExhibit 99.1 to the Company’s Form 8-K filed June 3, 2014
10.28Third Amended and Restated Loan and Security Agreement, dated as of January 17, 2017, by and among LSB Industries, Inc., the subsidiaries of LSB Industries, Inc. party thereto, the lenders party thereto, and Wells Fargo Capital Finance, LLC, as the arranger and administrative agent.Exhibit 10.1 to the Company’s Form 8-K filed January 20, 2017
10.29First Amendment to Third Amended and Restated Loan and Security Agreement, dated as of April 16, 2018, by and among Wells Fargo Capital Finance, LLC, as the arranger and administrative agent, the lenders party thereto, LSB Industries, Inc. and its subsidiaries identified on the signature pages thereto as borrowers and the Company’s subsidiaries identified on the signature pages thereto as guarantors.Exhibit 10.1 to the Company’s Form 8-K filed April 20, 2018
Exhibit NumberExhibit TitleIncorporated by Reference to the Following
10.30Second Amendment to Third Amended and Restated Loan and Security Agreement, dated as of February 26, 2019, by and among Wells Fargo Capital Finance, LLC, as the arranger and administrative agent, the lenders party thereto, LSB Industries, Inc. and its subsidiaries identified on the signature pages thereto as borrowers and the Company’s subsidiaries identified on the signature pages thereto as guarantors.Exhibit 4.1 to the Company’s Form 8-K filed February 28, 2019
10.31Third Amendment to Third Amended and Restated Loan and Security Agreement, dated as of April 20, 2020, by and among Wells Fargo Capital Finance, LLC, as the arranger and administrative agent, the lenders party thereto, LSB Industries, Inc. and its subsidiaries identified on the signature pages thereto as borrowers and the Company’s subsidiaries identified on the signature pages thereto as guarantorsExhibit 10.3 to the Company’s Form 10-Q filed May 7, 2020
10.32Consent and Fourth Amendment to Third Amended and Restated Loan and Security Agreement, dated as of September 22, 2021, by and among Wells Fargo Capital Finance, LLC, as the arranger and administrative agent, the lenders party thereto, LSB Industries, Inc. and its subsidiaries identified on the signature pages thereto as borrowers and the Company’s subsidiaries identified on the signature pages thereto as guarantorsExhibit 10.1 to the Company’s Form 8-K filed September 27, 2021
10.33Consent and Fifth Amendment to Third Amended and Restated Loan and Security Agreement, dated as of March 2, 2022, by and among Wells Fargo Capital Finance, LLC, as the arranger and administrative agent, the lenders party thereto, LSB Industries, Inc. and its subsidiaries identified on the signature pages thereto as borrowers and the Company’s subsidiaries identified on the signature pages thereto as guarantorsExhibit 10.1 to the Company’s Form 8-K filed March 3, 2022
10.34Sixth Amendment to Third Amended and Restated Loan and Security Agreement, dated as of May 26, 2023, by and among Wells Fargo Capital Finance, LLC, as the arranger and administrative agent, the lenders party thereto, LSB Industries, Inc. and its subsidiaries identified on the signature pages thereto as borrowers and the Company’s subsidiaries identified on the signature pages thereto as guarantorsExhibit 10.1 to the Company’s Form 10-Q filed on July 27, 2023
10.35Joinder Agreement to Intercreditor Agreement, dated November 9, 2015, by and among LSB Funding LLC, Wells Fargo Capital Finance, Inc., as ABL Agent, UMB Bank, N.A., as Notes Agent, LSB Industries, Inc. and the guarantors party theretoExhibit 10.4 to the Company’s Form 8-K filed November 16, 2015
10.36Amendment No. 1 to Intercreditor Agreement, dated as of April 25, 2018, among Wells Fargo Capital Finance, LLC, UMB Bank, n.a. and Wilmington Trust, National Association, and acknowledged by LSB Industries, Inc. and the subsidiary guarantors party thereto.Exhibit 10.1 to the Company’s Form 8-K filed April 25, 2018
10.37Joinder Agreement to Intercreditor Agreement, dated as of December 21, 2023, by JPMorgan Chase Bank, N.A., as New ABL Agent, and acknowledged by Wells FargoExhibit 10.3 to the Company’s Form 8-K filed December 26, 2023
Exhibit NumberExhibit TitleIncorporated by Reference to the Following
Capital Finance, LLC, as Existing ABL Agent, Wilmington Trust, National Association, as Notes Agent, LSB Industries, Inc. and the subsidiary guarantors party thereto.
10.38Joinder Agreement to Security Agreement, dated November 9, 2015, by and among LSB Funding LLC, UMB Bank, N.A., as Collateral Agent, LSB Industries, Inc. and the guarantors party theretoExhibit 10.5 to the Company’s Form 8-K filed November 16, 2015
10.39Credit Agreement, dated December 21, 2023, by and among LSB Industries, Inc., the other loan parties from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as the administrative agent.Exhibit 10.1 to the Company’s Form 8-K filed December 26, 2023
10.40Pledge and Security Agreement dated December 21, 2023, among LSB Industries, Inc., each of the other Guarantors and JPMorgan Chase Bank, N.A., as administrative agent for the secured parties.Exhibit 10.2 to the Company’s Form 8-K filed December 26, 2023
10.41Board Representation and Standstill Agreement by and among LSB Industries, Inc., LSB Funding LLC, Security Benefit Corporation, Todd Boehly and the Golsen Holders (as defined therein), dated as of December 4, 2015Exhibit 10.3 to the Company’s Form 8-K filed December 8, 2015
10.42(a)Joinder Agreement to Board Representation and Standstill Agreement, dated November 14, 2023, by and between LSB Industries, Inc. and TLB-LSB, LLC
10.43Registration Rights Agreement by and between LSB Industries, Inc. and LSB Funding LLC, dated as of December 4, 2015Exhibit 10.4 to the Company’s Form 8-K filed December 8, 2015
10.44Letter Agreement, dated as of August 12, 2016, by and among LSB Industries, Inc., LSB Funding LLC and Security Benefit CorporationExhibit 10.1 to the Company’s Form 8-K filed August 12, 2016
10.45*Transition Agreement dated June 30, 2017 by and between Jack E. Golsen and LSB Industries, Inc.Exhibit 10.1 to the Company’s Form 8-K filed on June 30, 2017
10.46Amendment, dated October 26, 2017, to the Board Representation and Standstill Agreement by and between LSB Industries, Inc., LSB Funding LLC, Security Benefit Corporation, Todd Boehly, Jack E. Golsen, Barry H. Golsen, Linda Golsen Rappaport, Golsen Family LLC, SBL LLC and Golsen Petroleum Corp., dated as of December 4, 2015Exhibit 10.1. to the Company’s Form 8-K Filed on October 26, 2017
10.47Amendment to Board Representation and Standstill Agreement, dated as of October 18, 2018, by and among LSB Industries, Inc., LSB Funding LLC, Security Benefit Corporation, Todd Boehly and the Golsen Holders (as defined therein)Exhibit 10.2 to the Company’s Form 8-K filed October 19, 2018
Exhibit NumberExhibit TitleIncorporated by Reference to the Following
10.48Amendment and Waiver to Board Representation and Standstill Agreement, dated as of September 27, 2021, by and among the Company, the Holder and the other parties theretoExhibit 10.1 to the Company’s Form 8-K filed September 27, 2021
10.49Securities Exchange Agreement, dated July 19, 2021, by and between LSB Industries, Inc. and LSB Funding LLCExhibit 10.1 to the Company’s Form 8-K filed July 19, 2021
10.50Written Consent of LSB Funding LLC approving of the incurrence of indebtedness by LSB Industries, Inc., dated September 22, 2021, as amended September 28, 2021, provided pursuant to the Securities Exchange Agreement, dated as of July 19, 2021, between LSB Industries, Inc. and LSB Funding LLCExhibit 10.45 to the Company’s Form 10-K filed February 23, 2023
10.51Joinder Agreement to Intercreditor Agreement, dated as of October 14, 2021, by Wilmington Trust, National Association, as Notes Trustee, and acknowledged by Wilmington Trust, National Association, as Existing Notes Trustee, Wells Fargo Capital Finance, LLC, LSB Industries, Inc. and the subsidiary guarantors party thereto.Exhibit 10.1 to the Company’s Form 8-K filed October 15, 2021
10.52Written Consent of LSB Funding LLC approving of the incurrence of indebtedness by LSB Industries, Inc., dated March 2, 2022, provided pursuant to the Securities Exchange Agreement, dated as of July 19, 2021, between LSB Industries, Inc. and LSB Funding LLCExhibit 10.47 to the Company’s Form 10-K filed February 23, 2023
10.53Board Representation Letter Agreement, dated as of August 10, 2022, by and among the Company, LSB Funding LLC, SBT Investors LLC and the other parties theretoExhibit 10.1 to the Company’s Form 8-K filed on August 15, 2022
10.54Rights Letter Agreement, dated as of August 10, 2022, by and among the Company, LSB Funding LLC and SBT Investors LLCExhibit 10.2 to the Company’s Form 8-K filed on August 15, 2022
10.55(a)Rights Letter Agreement, dated as of November 14, 2023, by and among the Company, LSB Funding LLC, SBT Investors LLC and TLB-LSB, LLC
21.1(a)Subsidiaries of the Company
23.1(a)Consent of Independent Registered Public Accounting Firm
31.1(a)Certification of Mark T. Behrman, Chief Executive Officer, pursuant to Sarbanes-Oxley Act of 2002, Section 302
31.2(a)Certification of Cheryl A. Maguire, Chief Financial Officer, pursuant to Sarbanes-Oxley Act of 2002, Section 302
32.1(a)Certification of Mark T. Behrman, Chief Executive Officer, furnished pursuant to Sarbanes-Oxley Act of 2002, Section 906
32.2(a)Certification of Cheryl A. Maguire, Chief Financial Officer, furnished pursuant to Sarbanes-Oxley Act of 2002, Section 906
97.1(a)Policy for Recoupment of Incentive Compensation
101.INS(a)Inline XBRL Instance Document
Exhibit NumberExhibit TitleIncorporated by Reference to the Following
101.SCH(a)Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document
104(a)Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
  • Executive Compensation Plan or Arrangement

(a)

Filed herewith

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:By:/s/ Mark T. Behrman
March 6, 2024Mark T. Behrman, President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Dated:By:/s/ Mark T. Behrman
March 6, 2024Mark T. Behrman, President and Chief Executive Officer(Principal Executive Officer) and Director
Dated:By:/s/ Cheryl A. Maguire
March 6, 2024Cheryl A. Maguire, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer Officer)
Dated:By:/s/ Richard W. Roedel
March 6, 2024Richard W. Roedel, Chairman of the Board of Directors
Dated:By:/s/ Jonathan S. Bobb
March 6, 2024Jonathan S. Bobb, Director
Dated:By:/s/ Barry H. Golsen
March 6, 2024Barry H. Golsen, Director
Dated:By:/s/ Kanna Kitamura
March 6, 2024Kanna Kitamura, Director
Dated:By:/s/ Steven L. Packebush
March 6, 2024Steven L. Packebush, Director
Dated:By:/s/ Diana M. Peninger
March 6, 2024Diana M. Peninger, Director
Dated:By:/s/ Richard S. Sanders Jr.
March 6, 2024Richard S. Sanders Jr., Director
Dated:By:/s/ Lynn F. White
March 6, 2024Lynn F. White, Director

And Schedule for Inclusion in Form 10-K

For the Fiscal Year ended December 31, 2023

Table of Contents

Page
Financial Statements
Report of Independent Registered Public Accounting FirmF–2
Consolidated Balance SheetsF–3
Consolidated Statements of OperationsF–4
Consolidated Statements of Stockholders’ EquityF–5
Consolidated Statements of Cash FlowsF–6
Notes to Consolidated Financial StatementsF–7
Financial Statement Schedule
Schedule II – Valuation and Qualifying AccountsF–29
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.