OLIN Corp: Form 10-Q for the period ended Mar 31, 2025

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. The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride (EDC) and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, hydrochloric acid, hydrogen, bleach products and potassium hydroxide. The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone and phenol), allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and formulated solutions products such as converted epoxy resins and additives. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, industrial cartridges and clay targets.

EXECUTIVE SUMMARY

Overview

Net income for the three months ended March 31, 2025, and 2024 was $1.4 million, and $48.6 million, respectively. The decrease of $47.2 million in net income from the prior year period was primarily due to lower operating results across our Winchester and Epoxy business segments, partially offset by improved operating results from our Chlor Alkali Products and Vinyls segment. Diluted net income per share was $0.01 for the three months ended March 31, 2025, compared to $0.40 in the prior year period, a decrease of $0.39 per share.

Chlor Alkali Products and Vinyls reported segment income was $78.3 million and $76.6 million for the three months ended March 31, 2025 and 2024, respectively. Chlor Alkali Products and Vinyls segment results were slightly higher than the comparable prior year period due to higher volumes, partially offset by lower pricing, primarily EDC, and higher raw material and operating costs.

Epoxy reported a segment loss of $28.4 million and $11.8 million for the three months ended March 31, 2025 and 2024, respectively. Epoxy segment results were lower than the comparable prior year period primarily due to higher operating costs. Global epoxy demand remains weak, and our U.S. and European Epoxy businesses remains significantly challenged by subsidized Asian competition. Our anti-dumping initiatives have provided limited benefits to date.

Winchester reported segment income of $22.8 million and $72.2 million for the three months ended March 31, 2025 and 2024, respectively. Winchester segment results were lower than the comparable prior year period due to decreased commercial sales volumes, higher commodity and operating costs, and lower commercial ammunition product pricing, partially offset by higher domestic and international military sales.

Liquidity and Share Repurchases

During the three months ended March 31, 2025, we repurchased and retired 0.7 million shares of common stock at a total value of $20.2 million. As of March 31, 2025, we had $1,978.9 million of remaining authorized common stock to be repurchased under our 2022 and 2024 Repurchase Authorization Programs.

On March 14, 2025, we issued $600.0 million aggregate principal amount of 6.625% senior notes due April 1, 2033 (2033 Notes), in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended.

On March 14, 2025, we entered into a new $1,850.0 million senior credit facility (2025 Senior Credit Facility), which increased the borrowing limit of our existing credit facility by $300.0 million and extended the maturity date from October 11, 2027 to March 14, 2030. Pursuant to the agreement, the aggregate principal amount under our term loan facility increased from $350.0 million to $650.0 million and the aggregate principal amount under our revolving credit facility remained at $1,200.0 million. The term loan was fully drawn on the closing date.

During the three months ended March 31, 2025, we had net borrowings of $199.9 million. Proceeds from the 2033 Notes, together with borrowings under the 2025 Senior Credit Facility, were used to redeem the $108.6 million 9.50% senior notes due 2025 (2025 Notes), redeem the $500.0 million 5.125% senior notes due 2027 (2027 Notes), refinance the existing $1,550.0 million senior credit facility (2022 Senior Credit Facility) comprised of $505.0 million of borrowings under the prior revolving credit facility and $332.5 million of borrowings under the prior term loan facility, and pay related fees and expenses.

International Trade

The ultimate impact of tariffs and trade flows remains highly uncertain. We do not expect the direct impact from current tariffs on Olin to be significant. Our chemicals businesses generally source and sell where we produce. The exception to this would be our caustic soda and EDC exports, which are predominantly sold into low tariff countries. Additionally, although Winchester buys most metals locally, we still realize tariff-related price inflation on the domestic price of steel, aluminum and copper.

Other Items

On April 18, 2025, Olin acquired AMMO, Inc.’s small caliber ammunition manufacturing assets for total consideration of $55.8 million, subject to normal post-closing adjustments. The acquisition, which includes AMMO Inc.’s brass shellcase capabilities and their 185,000 square foot production facility located in Manitowoc, WI, will be included in Olin’s existing Winchester segment. The acquisition was financed with cash on hand.

CONSOLIDATED RESULTS OF OPERATIONS

($ in millions, except per share data)

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Sales for the three months ended March 31, 2025 were $1,644.2 million compared to $1,635.3 million in the same period last year, an increase of $8.9 million, or 1%. Chlor Alkali Products and Vinyls sales increased by $39.9 million primarily due to higher volumes, partially offset by lower pricing, primarily EDC. Epoxy sales decreased by $9.6 million. Winchester sales decreased by $21.4 million, primarily due to lower commercial ammunition sales, partially offset by increased sales to military customers and military project revenue.

Gross margin decreased $58.6 million for the three months ended March 31, 2025 compared to the prior year. Winchester gross margin decreased by $47.7 million primarily due to lower commercial sales volumes, higher commodity and operating costs and lower product pricing. Epoxy gross margin decreased by $15.6 million primarily due to higher operating costs. Chlor Alkali Products and Vinyls gross margin increased by $3.9 million primarily due to higher volumes, partially offset by lower pricing, primarily EDC, and higher raw material and operating cost. Gross margin as a percentage of sales decreased to 9% in 2025 from 13% in 2024.

Selling and administration expenses for the three months ended March 31, 2025 were $101.0 million, a decrease of $0.9 million from the prior year. The decrease was primarily due to lower stock-based compensation expense of $6.3 million, which includes mark-to-market adjustments, partially offset by higher legal expenses of $2.5 million. Selling and administration expenses as a percentage of sales was 6% for both the three months ended March 31, 2025 and 2024.

Restructuring charges for the three months ended March 31, 2025 and 2024 were $4.0 million and $8.3 million, respectively. Restructuring charges were lower compared to the prior year period primarily due to lower facility exit cost activities across multiple restructuring programs.

Interest expense for the three months ended March 31, 2025 included $3.3 million for the write-off of unamortized deferred debt issuance costs and costs associated with our first quarter financing transactions, including the 2025 Senior Credit Facility, early redemption of the 2025 Notes and 2027 Notes, and issuance of the 2033 Notes. Without these items, interest expense increased $0.6 million primarily due to a higher level of debt outstanding, partially offset by lower average interest rates.

Non-operating pension income includes all components of pension and other postretirement net periodic benefit (income) cost, other than service costs. Non-operating pension income was lower for the three months ended March 31, 2025 primarily due to a lower assumption for the long-term rate of return on plan assets.

The effective tax rate for the three months ended March 31, 2025 included a net $0.4 million tax benefit, primarily associated with a change in tax contingencies. Excluding this item, the effective tax rate for the three months ended March 31, 2025 of 23.8% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax and foreign income inclusions, partially offset by favorable permanent salt depletion deductions. The effective tax rate for the three months ended March 31, 2024 included a net $2.6 million tax benefit, primarily associated with stock-based compensation and prior year tax positions, partially offset by an expense from a change in tax contingencies. Excluding these items, the effective tax rate for the three months ended March 31, 2024 of 25.0% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax and foreign income inclusions, partially offset by favorable permanent salt depletion 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. 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.

($ in millions)

27

Chlor Alkali Products and Vinyls

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Chlor Alkali Products and Vinyls sales for the three months ended March 31, 2025 were $924.5 million compared to $884.6 million for the same period in 2024, an increase of $39.9 million, or 5%. The sales increase was primarily due to higher volumes, partially offset by lower pricing, primarily EDC.

Chlor Alkali Products and Vinyls segment income was $78.3 million for the three months ended March 31, 2025 compared to $76.6 million for the same period in 2024. The increase in segment results of $1.7 million was due to higher volumes ($59.9 million), and lower costs associated with products purchased from other parties ($16.0 million), partially offset by lower pricing ($45.7 million), primarily EDC, and higher raw material and operating costs ($28.5 million). Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $107.2 million and $106.8 million for the three months ended March 31, 2025 and 2024, respectively.

Epoxy

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Epoxy sales for the three months ended March 31, 2025 were $331.7 million compared to $341.3 million for the same period in 2024, a decrease of $9.6 million, or 3%. The sales decrease was due to an unfavorable effect of foreign currency translation ($7.3 million) and lower product pricing ($2.3 million).

Epoxy segment loss was $28.4 million for the three months ended March 31, 2025 compared to segment loss of $11.8 million for the same period in 2024. The decrease in segment results of $16.6 million was due to higher operating costs ($12.2 million), lower product pricing ($2.3 million), which continues to be impacted by significant exports out of Asia into the European and North American markets, and decreased volumes ($2.1 million). A significant percentage of our Euro denominated sales are from 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 included depreciation and amortization expense of $12.8 million and $13.5 million for the three months ended March 31, 2025 and 2024, respectively.

Winchester

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Winchester sales were $388.0 million for the three months ended March 31, 2025 compared to $409.4 million for the same period in 2024, a decrease of $21.4 million, or 5%. The sales decrease was due to lower sales to commercial customers ($86.9 million) and lower sales to law enforcement agencies ($1.2 million), partially offset by higher sales to domestic and international military customers ($66.7 million).

Winchester segment income was $22.8 million for the three months ended March 31, 2025 compared to $72.2 million for the same period in 2024, a decrease of $49.4 million. The decrease in segment results was due to lower sales volumes ($24.7 million), higher commodity and operating costs ($16.6 million), including propellant cost, and lower product pricing ($8.1 million). Winchester segment income included depreciation and amortization expense of $9.5 million and $7.9 million for the three months ended March 31, 2025 and 2024, respectively.

Corporate/Other

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

For the three months ended March 31, 2025, charges to income for environmental investigatory and remedial activities were $5.0 million compared to $5.8 million for the three months ended March 31, 2024. 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 March 31, 2025, other corporate and unallocated costs were $20.0 million compared to $25.8 million for the three months ended March 31, 2024, a decrease of $5.8 million. The decrease was primarily due lower variable incentive compensation costs ($4.6 million), which includes mark-to-market adjustments on stock-based compensation expense, and a favorable foreign currency impact ($4.7 million).

Restructurings

In connection with the previously announced Epoxy Optimization Plan, for the three months ended March 31, 2025 and 2024, we recorded restructuring charges of $1.1 million and $3.5 million, respectively. We expect to incur additional restructuring charges through the end of the year of approximately $10 million related to these actions.

For the three months ended March 31, 2025 and 2024, we incurred charges of $2.9 million and $4.8 million, respectively, associated with other previously disclosed restructuring plans. We expect to incur additional restructuring charges through 2027 of approximately $35 million related to these actions. Discussion on our restructuring activity, including a description of each plan, is referenced under Item 1, within Note 4, “Restructuring Charges.” Pretax restructuring charges related to our actions include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs and the write-off of equipment and facilities.

OUTLOOK

We expect second quarter 2025 operating results from our Chemical businesses to be comparable to the first quarter 2025, despite increased second quarter costs from a delayed first quarter planned maintenance turnaround. Our Chlor Alkali Products and Vinyls business expects seasonal volume improvements and strengthened caustic soda values in the second quarter. We expect our Winchester business second quarter 2025 results to improve from first quarter 2025 due to seasonally stronger commercial demand and higher military sales and military project revenue.

Other corporate and unallocated costs in 2025 are expected to be higher than the $90.1 million in 2024.

During 2025, we anticipate environmental expenses in the $25 million to $35 million range, compared to $30.2 million in 2024.

We expect non-operating pension income in 2025 to be lower than the $26.0 million in 2024. 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 2025. We have several international qualified defined benefit pension plans for which we anticipate cash contributions of less than $5 million in 2025.

In 2025, we currently expect our capital spending to be in the $200 million to $220 million range. We expect 2025 depreciation and amortization expense to be in the $525 million range.

We currently believe the 2025 effective tax rate will be in the 25% to 30% range. We expect cash taxes paid to be $175 million to $200 million primarily for earnings in foreign jurisdictions, including the previously deferred international tax payments expected to be made in 2025.

ENVIRONMENTAL MATTERS

Environmental provisions charged to income, which are included in costs of goods sold, were $5.0 million and $5.8 million for the three months ended March 31, 2025 and 2024, respectively.

The following table summarizes the environmental liability activity:

($ in millions)

Environmental investigatory and remediation activities spending was associated with former waste disposal sites and past manufacturing operations. Spending in 2025 for investigatory and remedial efforts, the timing of which is subject to regulatory approvals and other uncertainties, is estimated to be approximately $30 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 expect to incur to protect our interests against those unasserted claims.

Our accrued liabilities for unasserted claims amounted to $11.6 million at March 31, 2025. With respect to asserted claims, we accrue liabilities based on remedial investigation, feasibility study, remedial action and operation, maintenance and monitoring (OM&M) expenses that, in our experience, we 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 may be material to our operating results in 2025.

The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites amounting to $157.0 million, $156.5 million and $154.8 million at March 31, 2025, December 31, 2024 and March 31, 2024, respectively, of which $127.0 million, $126.5 million and $122.8 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 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

Discussion of legal matters and contingencies can be referred to under Item 1, within Note 18, “Commitments and Contingencies.”

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Data

($ in millions)

Operating Activities

For the three months ended March 31, 2025, cash provided by operating activities decreased by $167.0 million from the three months ended March 31, 2024, primarily due to a larger increase in working capital compared with the prior year and a decrease in operating results. For the three months ended March 31, 2025, working capital increased $204.4 million compared to an increase of $89.0 million for the three months ended March 31, 2024. Receivables increased $98.2 million, primarily due to the timing of sales during the first quarter 2025 compared to fourth quarter 2025. Inventories increased $43.9 million which reflects normal seasonal growth. Income taxes payable, net of income taxes receivable, decreased by $34.0 million from December 31, 2024 primarily due to timing of international tax payments.

Investing Activities

Capital spending was $61.4 million for the three months ended March 31, 2025, compared to $44.3 million for the comparable period in 2024. For the full year 2025, we expect our capital spending to be in the $200 million to $220 million range. Our capital spending forecast represents normal capital spending to maintain our current operating facilities. We expect 2025 depreciation and amortization expense to be in the $525 million range.

For the three months ended March 31, 2024, payments under other long-term supply contracts were $28.5 million for energy modernization on the U.S. Gulf Coast. Our payments for this project were completed in the third quarter of 2024.

Financing Activities

During the three months ended March 31, 2025 and 2024, activity of our outstanding debt included:

($ in millions)

For the three months ended March 31, 2025, we paid debt issuance costs of $12.0 million associated with the 2033 Notes and 2025 Senior Credit Facility.

For the three months ended March 31, 2025 and 2024, 0.7 million and 2.0 million shares, respectively, of common stock were repurchased and retired at a total value of $20.2 million and $105.4 million, respectively.

We issued less than 0.1 million and 0.8 million shares representing stock options exercised for the three months ended March 31, 2025 and 2024, respectively, with a total value of $1.9 million and $19.8 million, respectively. For the three months ended March 31, 2024, we withheld and paid $10.5 million for employee taxes on share-based payment arrangements.

The percent of total debt to total capitalization increased to 59.8% as of March 31, 2025 from 58.0% as of December 31, 2024, primarily as a result of a higher level of debt outstanding.

In the first quarter of 2025 and 2024, we paid a quarterly dividend of $0.20 per share. Dividends paid for the three months ended March 31, 2025 and 2024, were $23.0 million and $23.9 million, respectively. On May 1, 2025, our Board of Directors declared a dividend of $0.20 per share on our common stock, payable on June 13, 2025, to shareholders of record on May 15, 2025.

The payment of cash dividends is subject to the discretion of our Board of 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 of Directors. In the future, our Board of 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 borrowings under our 2025 Revolving Credit Facility and our 2024 Receivables Financing Agreement (as defined below). Additionally, we believe that we have access to the high-yield debt and equity markets.

On March 14, 2025, Olin issued $600.0 million aggregate principal amount of 6.625% senior notes due April 1, 2033 (2033 Notes), in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. Interest on the 2033 Notes began accruing from March 14, 2025 and is paid semi-annually beginning on October 1, 2025.

On March 14, 2025, Olin entered into a $1,850.0 million senior credit facility (2025 Senior Credit Facility), which increased the borrowing limit of our existing $1,550.0 million senior credit facility (2022 Senior Credit Facility) by $300.0 million and extended the maturity date from October 11, 2027 to March 14, 2030. The 2025 Senior Credit Facility includes a term loan facility with aggregate commitments of $650.0 million (2025 Term Loan Facility) and a revolving credit facility with aggregate commitments of $1,200.0 million (2025 Revolving Credit Facility).

The 2025 Term Loan Facility replaced Olin’s existing $350.0 million term loan facility (2022 Term Loan Facility, and collectively with the new 2025 Term Loan Facility, the Term Loan Facilities). The 2025 Term Loan Facility requires principal amortization payments beginning on June 30, 2025 at a rate of 0.625% per quarter through March 31, 2027, increasing to 1.250% per quarter thereafter until maturity and was fully drawn on the closing date.

The 2025 Revolving Credit Facility replaced Olin’s existing $1,200.0 million revolving credit facility (2022 Revolving Credit Facility, and collectively with the new 2025 Revolving Credit Facility, the Revolving Credit Facilities). The 2025 Revolving Credit Facility includes a $100.0 million letter of credit subfacility. At March 31, 2025, we had $1,124.6 million available under our 2025 Revolving Credit Facility because we had $75.0 million million borrowed under the facility and issued $0.4 million of letters of credit.

Proceeds from the 2033 Notes, together with borrowings under the 2025 Senior Credit Facility, were used to redeem the $108.6 million 2025 Notes, redeem the $500.0 million 2027 Notes, refinance the existing 2022 Senior Credit Facility, comprised of $505.0 million of borrowings under the 2022 Revolving Credit Facility and $332.5 million of borrowings under the 2022 Term Loan Facility, and pay related fees and expenses.

We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of March 31, 2025, 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 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 2025 Senior Revolving Credit Facility and the 2024 Receivables Financing Agreement (defined below). As of March 31, 2025, there were no covenants or other restrictions that limited our ability to borrow.

On November 20, 2024, we entered into a $500.0 million receivables financing agreement (2024 Receivables Financing Agreement) which increased the borrowing limit of our existing $425.0 million receivables financing agreement (2022 Receivables Financing Agreement) by $75.0 million and extended the maturity date from October 14, 2025 to November 19, 2027 (collectively, the “Receivables Financing Agreements”).

Under the Receivables Financing Agreements, 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 2025 Senior Credit Facility. As of March 31, 2025, December 31, 2024 and March 31, 2024, we had $461.0 million, $475.0 million and $332.4 million, respectively, drawn under the 2024 and 2022 Receivables Financing Agreements. As of March 31, 2025, $631.0 million of our trade receivables were pledged as collateral and we had $39.0 million of additional borrowing capacity under the 2024 Receivables Financing Agreement.

At March 31, 2025, we had total letters of credit of $161.5 million outstanding, of which $0.4 million were issued under our 2025 Revolving Credit Facility. The letters of credit were used to support certain long-term debt obligations, workers compensation insurance policies, plant closure and post-closure obligations, international payment obligations and international pension funding requirements.

Our current debt structure is used to fund our business operations. As of March 31, 2025, we had long-term borrowings, including the current installment, of $3,035.8 million, of which $1,271.9 million were at variable rates. Included within long-term borrowings on the condensed balance sheets were deferred debt issuance costs of $20.7 million as of March 31, 2025.

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 2025 Revolving Credit Facility and 2024 Receivables Financing Agreement, 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 December 11, 2024, our Board of Directors approved a share repurchase program with a $1.3 billion authorization (the 2024 Repurchase Authorization). The Board of Directors previously authorized share repurchases with a $2.0 billion authorization on July 28, 2022 (the 2022 Repurchase Authorization). The 2024 Repurchase Authorization and 2022 Repurchase Authorization will terminate upon the purchase of $1.3 billion and $2.0 billion of common stock, respectively.

For the three months ended March 31, 2025, 0.7 million shares of common stock were repurchased and retired at a total value of $20.2 million. As of March 31, 2025, a cumulative total of 25.8 million shares were repurchased and retired at a total value of $1,321.1 million under the 2022 Repurchase Authorization program, and $1,978.9 million of common stock remained authorized to be repurchased under the 2022 and 2024 Repurchase Authorization programs.

We have registered an undetermined number of securities with the SEC, so that, from time-to-time we may issue debt securities, preferred stock and/or common stock and associated warrants in the public market under that registration statement.

Credit Ratings

We receive ratings from three independent credit rating agencies: Fitch Ratings (Fitch), Moody's Investor Service (Moody's) and Standard & Poor's (S&P). The following table summarizes our credit ratings as of March 31, 2025:

On March 12, 2025, Fitch affirmed Olin’s BBB- rating and stable outlook. On August 8, 2024, S&P affirmed Olin’s BB+ rating and revised its outlook from positive to stable. On June 24, 2024, Moody’s affirmed Olin’s Ba1 rating and stable outlook.

Contractual Obligations

Purchasing commitments are utilized in our normal course of business for our projected needs. We have supply contracts with various third parties for certain raw materials including 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. There have been no material changes in our contractual obligations and commitments as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, other than those which occur in the ordinary course of business.

New Accounting Pronouncements

Discussion of new accounting pronouncements can be referred to under Item 1, within Note 2, “Recent Accounting Pronouncements.”

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 March 31, 2025, we maintained open positions on commodity contracts with a notional value totaling $153.4 million ($204.5 million at December 31, 2024, and $239.9 million at March 31, 2024). Assuming a hypothetical 10% increase in commodity prices which are currently hedged, as of March 31, 2025, we would experience a $15.3 million ($20.5 million at December 31, 2024 and $24.0 million at March 31, 2024) 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 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 $12.3 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 2025 Revolving Credit Facility and our 2024 Receivables Financing Agreement are additional sources of liquidity. As of March 31, 2025, December 31, 2024 and March 31, 2024, we had long-term borrowings, including current installments and finance lease obligations, of $3,035.8 million, $2,842.2 million and $2,765.7 million, respectively, of which $1,271.9 million, $1,063.4 million and $988.4 million at March 31, 2025, December 31, 2024 and March 31, 2024, respectively, were issued at variable rates. Included within long-term borrowings on the condensed balance sheets were deferred debt issuance costs and unamortized bond original issue discount.

Assuming no changes in the $1,271.9 million of variable-rate debt levels from March 31, 2025, we estimate that a hypothetical change of 100-basis points in the secured overnight financing rate (SOFR) would impact annual interest expense by $12.7 million.

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.

Our Chief Executive Officer and our Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2025. 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 March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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. 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. The payment of cash dividends is subject to the discretion of our Board of 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 of Directors. In the future, our Board of 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, 2024, 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;
• declines in average selling prices 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;
• unsuccessful execution of our operating model, which prioritizes Electrochemical Unit (ECU) margins over sales volumes;
• failure to control costs and inflation impacts or failure to achieve targeted cost reductions;
• our reliance on a limited number of suppliers for specified feedstock and services and our reliance on third-party transportation;
• availability of and/or higher-than-expected costs of raw material, energy, transportation, and/or logistics;
• the occurrence of unexpected manufacturing interruptions and outages, including those occurring as a result of labor disruptions and production hazards;
• exposure to physical risks associated with climate-related events or increased severity and frequency of severe weather events;
• the failure or an interruption, including cyber-attacks, of our information technology systems;
• risks associated with our international sales and operations, including economic, political or regulatory changes;
• failure to identify, attract, develop, retain and motivate qualified employees throughout the organization and ability to manage executive officer and other key senior management transitions;
• our inability to complete future acquisitions or joint venture transactions or successfully integrate them into our business;
• adverse conditions in the credit and capital markets, limiting or preventing our ability to borrow or raise capital;
• weak industry conditions affecting our ability to comply with the financial maintenance covenants in our senior credit facility;
• our indebtedness and debt service obligations;
• 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;
• unexpected outcomes from legal or regulatory claims and proceedings;
• costs and other expenditures in excess of those projected for environmental investigation and remediation or other legal proceedings;
• various risks associated with our Lake City U.S. Army Ammunition Plant contract and performance under other governmental contracts; and
• failure to effectively manage environmental, social and governance (ESG) issues and related regulations, including climate change and sustainability.

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.