OLIN Corp: Form 10-Q for the period ended Sep 30, 2025

BUSINESS BACKGROUND

Olin Corporation (Olin, the Company, we or our) 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 (loss) for the three and nine months ended September 30, 2025 was $42.8 million and $42.9 million, respectively, compared to $(24.9) million and $97.9 million, for the same prior year periods. The three and nine months ended September 30, 2024, included $109.4 million of additional costs, unabsorbed fixed manufacturing costs, and reduced profit from lost sales associated with Hurricane Beryl in the prior year. The remaining decrease in net income for the three and nine months ended September 30, 2025 was primarily due to lower operating results across all of our business segments. Diluted net income (loss) per share was $0.37 for both the three and nine months ended September 30, 2025, compared to $(0.21) and $0.81 in the prior year periods, respectively.

In the third quarter of 2025, Olin determined that it qualified for the clean hydrogen production tax credit under Section 45V as part of the Inflation Reduction Act of 2022. We received notice of our provisional carbon dioxide emissions rate from the United States Department of Energy, which was a major milestone for recognition. The 45V tax credit is available for qualified clean hydrogen produced and sold during the 10-year period beginning on the date the qualified clean hydrogen production facility was originally placed in service. Since the 45V tax credit is refundable, we account for the 45V tax credit under a government grant model. As a result, during the third quarter of 2025 Olin recorded a $32.0 million reduction to cost of goods sold primarily related to the sale and use of hydrogen produced at certain of our chlor alkali plants. We expect an annual pretax benefit of $15 million to $20 million for years 2026 through 2028, with lower amounts through 2032.

Chlor Alkali Products and Vinyls reported segment income was $127.6 million and $270.8 million for the three and nine months ended September 30, 2025, respectively. Chlor Alkali Products and Vinyls segment income included the $32.0 million pretax benefit primarily related to the 45V tax credit. The third quarter 2024 segment income included a $76.7 million penalty associated with Hurricane Beryl. The remaining decrease in segment income from the comparable prior year periods was primarily due to lower EDC pricing, partially offset by higher caustic soda pricing and higher volumes.

Epoxy reported a segment loss of $32.2 million and $84.3 million for the three and nine months ended September 30, 2025, respectively. The third quarter 2024 segment loss included a $32.7 million penalty associated with Hurricane Beryl. The remaining decrease in Epoxy segment results as compared to the prior year periods was primarily due to higher operating costs, including unabsorbed fixed manufacturing costs incurred from planned inventory reductions, partially offset by improved volumes. 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 $19.3 million and $67.1 million for the three and nine months ended September 30, 2025, respectively. Winchester segment results were lower than the comparable prior year periods due to decreased commercial ammunition sales volumes and pricing, along with higher raw material and operating costs, including commodity metal and propellant costs, partially offset by higher domestic and international military sales and military project revenue.

Liquidity and Share Repurchases

During the nine months ended September 30, 2025, we repurchased and retired 1.7 million shares of common stock at a total value of $40.4 million. As of September 30, 2025, we had $1,958.9 million of remaining authorization to repurchase shares of our common stock under our 2022 Repurchase Authorization and 2024 Repurchase Authorization (both defined below) 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 then-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 nine months ended September 30, 2025, we had net borrowings of $155.8 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 then-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. While we are continuing to monitor the situation, as of the date of this filing, the direct impact from current tariffs has not been significant to our chemicals businesses. Our chemicals businesses generally source and sell where we produce. An exception to this would be potential retaliatory tariffs on caustic soda and EDC exports, which could alter the economics rapidly within the respective countries. Additionally, although Winchester procures the majority of metals domestically, we will still realize tariff driven price inflation for the domestic supply of copper, steel and tungsten products. Winchester will also realize secondary effects from suppliers consuming tariff impacted metals in their end products.

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 included AMMO Inc.’s brass shellcase capabilities and its 185,000 square foot production facility located in Manitowoc, WI, is included in Olin’s Winchester segment. The acquisition was financed with cash on hand.

On September 18, 2025, we announced a mutual decision with Mitsui & Co., Ltd. to end our joint venture, Blue Water Alliance, by the end of 2025. This decision was made to evolve our EDC participation by emphasizing longer-term structural opportunities that enhance value and optionality.

CONSOLIDATED RESULTS OF OPERATIONS

($ in millions, except per share data)

28

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Sales for the three months ended September 30, 2025 were $1,713.2 million compared to $1,589.5 million in the same period last year, an increase of $123.7 million, or 8%. Chlor Alkali Products and Vinyls sales increased by $52.4 million primarily due to higher volumes, partially offset by lower pricing. Epoxy sales increased by $64.5 million, primarily due to higher volumes, including the impact of Hurricane Beryl in 2024, partially offset by lower pricing. Winchester sales increased by $6.8 million, primarily due to increased sales to military customers and military project revenue, partially offset by lower commercial ammunition sales.

Gross margin increased $48.9 million for the three months ended September 30, 2025 compared to the prior year period. Chlor Alkali Products and Vinyls gross margin increased $73.1 million and Epoxy gross margin increased $10.3 million, both primarily due to the impact of Hurricane Beryl in 2024. Winchester gross margin decreased by $34.9 million primarily due to lower commercial sales volumes and pricing. Gross margin as a percentage of sales increased to 11% during the three months ended September 30, 2025 from 8% during the three months ended September 30, 2024.

Selling and administration expenses for the three months ended September 30, 2025 were $98.1 million, a decrease of $13.6 million from the prior year period. The decrease was primarily due to a favorable foreign currency impact of $7.0 million, lower legal and legal-related settlement expense of $6.3 million and lower consulting and contract services of $5.2 million, partially offset by higher variable incentive compensation costs of $4.8 million, which includes mark-to-market adjustments on stock-based compensation expense. Selling and administration expenses as a percentage of sales was 6% and 7% for the three months ended September 30, 2025 and 2024, respectively.

Restructuring charges for the three months ended September 30, 2025 and 2024 were $2.9 million and $7.9 million, respectively. Restructuring charges include facility exit costs, lease and other contract termination costs, and employee severance and related benefits costs

Losses of non-consolidated affiliates relate to Olin’s equity share of the Hidrogenii, LLC joint venture.

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 September 30, 2025, compared to the prior year period, primarily due to a lower assumption for the long-term rate of return on plan assets.

The tax benefit for the three months ended September 30, 2025 was $2.2 million, resulting in a negative effective tax rate of 5.3%. The effective rate was lower than the 21.0% U.S. federal statutory rate, primarily due to U.S. federal tax credits and favorable permanent salt depletion deductions, partially offset by foreign income inclusions and a change in tax contingencies. The tax benefit for the three months ended September 30, 2024 was $0.0 million, resulting in an effective tax rate of 0.0%. The effective rate was lower than the 21.0% U.S. federal statutory rate, primarily due to state income tax, foreign income inclusions, a change in tax contingencies and remeasurement of deferred taxes due to an increase in our state effective tax rates, partially offset by favorable permanent salt depletion deductions and benefit from prior year tax positions.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Sales for the nine months ended September 30, 2025 were $5,115.7 million compared to $4,868.8 million in the same period last year, an increase of $246.9 million, or 5%. Chlor Alkali Products and Vinyls sales increased by $151.5 million primarily due to higher volumes, partially offset by lower pricing. Epoxy sales increased by $68.4 million, primarily due to higher volumes, including the impact of Hurricane Beryl in 2024, partially offset by lower pricing. Winchester sales increased by $27.0 million, primarily due to increased sales to military customers and military project revenue, partially offset by lower commercial ammunition sales.

Gross margin decreased $109.4 million for the nine months ended September 30, 2025 compared to the prior year period. Winchester gross margin decreased by $130.8 million primarily due to lower commercial sales volumes and pricing, and higher raw material and operating costs, including commodity metal and propellant costs. Epoxy gross margin decreased by $24.2 million primarily due to higher operating costs, including unabsorbed fixed manufacturing costs incurred from planned inventory reductions and planned maintenance turnaround expenses, partially offset by the impact of Hurricane Beryl in 2024. Chlor Alkali Products and Vinyls gross margin increased by $42.9 million primarily due to the impact of Hurricane Beryl in 2024, higher volumes and a benefit primarily related to the 45V tax credit, partially offset by lower pricing and higher raw material and operating costs. Gross margin as a percentage of sales decreased to 9% during the nine months ended September 30, 2025 from 12% during the nine months ended September 30, 2024.

Selling and administration expenses for the nine months ended September 30, 2025 were $294.3 million, a decrease of $13.9 million from the prior year period. The decrease was primarily due to a favorable foreign currency impact of $16.7 million and lower consulting and contract services of $6.8 million, partially offset by higher variable incentive compensation costs of $9.3 million, which includes mark-to-market adjustments on stock-based compensation expense. Selling and administration expenses as a percentage of sales was 6% for both the nine months ended September 30, 2025 and 2024.

Restructuring charges for the nine months ended September 30, 2025 and 2024 were $14.3 million and $23.0 million, respectively. Restructuring charges include facility exit costs, lease and other contract termination costs, and employee severance and related benefits costs.

Losses of non-consolidated affiliates relate to Olin’s equity share of the Hidrogenii, LLC joint venture.

Interest expense for the nine months ended September 30, 2025 increased $2.5 million from the prior year period, primarily due to 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 the 2027 Notes, and issuance of the 2033 Notes.

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 nine months ended September 30, 2025, compared to the prior year period, primarily due to a lower assumption for the long-term rate of return on plan assets.

The tax benefit for the nine months ended September 30, 2025 was $5.3 million, resulting in a negative effective tax rate of 14.4%. The effective rate was lower than the 21.0% U.S. federal statutory rate, primarily due to U.S. federal tax credits and favorable permanent salt depletion deductions, partially offset by foreign income inclusions and a change in tax contingencies. Tax expense for the nine months ended September 30, 2024 was $36.8 million, resulting in an effective tax rate of 27.9%. The effective rate was higher than the 21.0% U.S. federal statutory rate, primarily due to state income tax, foreign income inclusions, a change in tax contingencies and remeasurement of deferred taxes due to an increase in our state effective tax rates, partially offset by favorable permanent salt depletion deductions, a benefit from prior year tax positions, U.S. federal tax credits purchased at a discount and a benefit associated with stock-based compensation.

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 includes the results of non-consolidated affiliates in segment results consistent with management’s monitoring of the operating segments. 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)

30

Chlor Alkali Products and Vinyls

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Chlor Alkali Products and Vinyls sales for the three months ended September 30, 2025 were $924.0 million compared to $871.6 million for the same period in 2024, an increase of $52.4 million, or 6%. The sales increase was primarily due to higher volumes, partially offset by lower pricing.

Chlor Alkali Products and Vinyls segment income was $127.6 million for the three months ended September 30, 2025 compared to $45.3 million for the same period in 2024, an increase of $82.3 million. The increase in segment results was due to the negative impact of Hurricane Beryl in 2024 resulting in additional costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($76.7 million), a benefit primarily related to the 45V tax credit ($32.0 million), higher volumes ($22.5 million) and lower costs associated with products purchased from other parties ($14.5 million). This increase was partially offset by lower pricing ($43.3 million), primarily EDC, partially offset by higher caustic soda, and higher raw material and operating costs ($20.1 million). Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $109.0 million and $106.5 million for the three months ended September 30, 2025 and 2024, respectively.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Chlor Alkali Products and Vinyls sales for the nine months ended September 30, 2025 were $2,828.0 million compared to $2,676.5 million for the same period in 2024, an increase of $151.5 million, or 6%. The sales increase was primarily due to higher volumes, partially offset by lower pricing.

Chlor Alkali Products and Vinyls segment income was $270.8 million for the nine months ended September 30, 2025 compared to $221.2 million for the same period in 2024. The increase in segment results of $49.6 million was due to the negative impact of Hurricane Beryl in 2024 resulting in additional costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($76.7 million), higher volumes ($66.0 million), lower costs associated with products purchased from other parties ($39.8 million) and a benefit primarily related to the 45V tax credit ($32.0 million). This increase was partially offset by lower pricing ($97.5 million), primarily EDC, partially offset by higher caustic soda, and higher raw material and operating costs ($67.4 million), including planned maintenance turnaround expenses. Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $322.5 million and $319.1 million for the nine months ended September 30, 2025 and 2024, respectively.

Epoxy

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Epoxy sales for the three months ended September 30, 2025 were $349.6 million compared to $285.1 million for the same period in 2024, an increase of $64.5 million, or 23%. The sales increase was due to higher volumes ($83.1 million), including the impact of Hurricane Beryl in 2024, and a favorable effect of foreign currency translation ($6.2 million), partially offset by lower product pricing ($24.8 million).

Epoxy segment loss was $32.2 million for the three months ended September 30, 2025 compared to segment loss of $42.8 million for the same period in 2024. The increase in segment results of $10.6 million was due to the negative impact of Hurricane Beryl in 2024 resulting in additional costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($32.7 million), lower raw material costs ($26.5 million), primarily benzene and propylene, and increased volumes ($6.9 million), partially offset by higher operating costs ($30.7 million), including unabsorbed fixed manufacturing costs incurred from planned inventory reductions, and lower product pricing ($24.8 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 $13.2 million and $13.7 million for the three months ended September 30, 2025 and 2024, respectively.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Epoxy sales for the nine months ended September 30, 2025 were $1,012.5 million compared to $944.1 million for the same period in 2024, an increase of $68.4 million, or 7%. The sales increase was due to higher volumes ($107.7 million), including the impact of Hurricane Beryl in 2024, and a favorable effect of foreign currency translation ($3.9 million), partially offset by lower product pricing ($43.2 million).

Epoxy segment loss was $84.3 million for the nine months ended September 30, 2025 compared to segment loss of $57.6 million for the same period in 2024. The decrease in segment results of $26.7 million was due to higher operating costs ($72.5 million), including unabsorbed fixed manufacturing costs incurred from planned inventory reductions and planned maintenance turnaround expenses, and lower product pricing ($43.2 million), partially offset by lower raw material costs ($49.8 million), primarily benzene and propylene, the negative impact of Hurricane Beryl in 2024 resulting in additional costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($32.7 million) and increased volumes ($6.5 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 $39.1 million and $40.6 million for the nine months ended September 30, 2025 and 2024, respectively.

Winchester

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Winchester sales were $439.6 million for the three months ended September 30, 2025 compared to $432.8 million for the same period in 2024, an increase of $6.8 million, or 2%. The sales increase was due to higher sales to military customers and military project revenue ($34.5 million), partially offset by lower sales to commercial customers ($25.6 million) and law enforcement agencies ($2.1 million).

Winchester segment income was $19.3 million for the three months ended September 30, 2025 compared to $53.4 million for the same period in 2024, a decrease of $34.1 million. The decrease in segment results was due to lower product pricing ($13.5 million), higher raw material and operating costs ($13.1 million), including commodity metal and propellant costs, and an unfavorable sales mix ($7.5 million). Winchester segment income included depreciation and amortization expense of $7.8 million and $8.5 million for the three months ended September 30, 2025 and 2024, respectively.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Winchester sales were $1,275.2 million for the nine months ended September 30, 2025 compared to $1,248.2 million for the same period in 2024, an increase of $27.0 million, or 2%. The sales increase was due to higher sales to military customers and military project revenue ($200.3 million), partially offset by lower sales to commercial customers ($164.8 million) and law enforcement agencies ($8.5 million).

Winchester segment income was $67.1 million for the nine months ended September 30, 2025 compared to $195.9 million for the same period in 2024, a decrease of $128.8 million. The decrease in segment results was due to an unfavorable sales mix ($51.1 million), higher raw material and operating costs ($43.0 million), including commodity metal and propellant costs, and lower product pricing ($34.7 million). Winchester segment income included depreciation and amortization expense of $25.2 million and $24.7 million for the nine months ended September 30, 2025 and 2024, respectively.

Corporate/Other

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

For the three months ended September 30, 2025, charges to income for environmental investigatory and remedial activities were $4.5 million compared to $7.2 million for the three months ended September 30, 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 September 30, 2025, environmental expense included $1.0 million of insurance recoveries for environmental costs incurred and expensed in prior periods.

For the three months ended September 30, 2025 and 2024, other corporate and unallocated costs were $25.9 million. Higher variable incentive compensation costs ($5.0 million), which includes mark-to-market adjustments on stock-based compensation expense, and higher depreciation and amortization expense ($2.3 million), were offset primarily by a favorable foreign currency impact ($7.0 million).

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

For the nine months ended September 30, 2025, charges to income for environmental investigatory and remedial activities were $14.3 million compared to $19.4 million for the nine months ended September 30, 2024. These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites. For the nine months ended September 30, 2025, environmental expense included $1.0 million of insurance recoveries for environmental costs incurred and expensed in prior periods.

For the nine months ended September 30, 2025, other corporate and unallocated costs were $65.8 million compared to $68.7 million for the nine months ended September 30, 2024, a decrease of $2.9 million. The decrease was primarily due to a favorable foreign currency impact ($16.7 million), partially offset by higher variable incentive compensation costs ($9.4 million), which includes mark-to-market adjustments on stock-based compensation expense, and higher depreciation and amortization expense ($4.6 million).

Restructurings

Pretax restructuring charges related to our restructuring and optimization efforts include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs and the write-off of equipment and facilities. Pretax restructuring charges for the three and nine months ended September 30, 2025 and 2024, were as follows:

($ in millions, except per share data)

Further discussion on our restructuring optimization efforts is referenced under Item 1, within Note 4, “Restructuring Charges.”

OUTLOOK

The fourth quarter market environment, typically the weakest seasonal quarter for our businesses, is anticipated to be more difficult than usual, as continued global uncertainty and related cautious customer buying patterns will further challenge demand. As a result, we expect our Chemicals businesses’ fourth quarter 2025 results to decline from the third quarter 2025. We expect our Winchester business fourth quarter results to decline from third quarter 2025 levels as a result of seasonally weaker commercial ammunition demand and inventory destocking by our retail customers. Overall, we expect Olin’s fourth quarter 2025 operating results to be lower than our third quarter 2025 levels.

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

During 2025, we anticipate environmental expenses in the $25 million to $30 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 and we expect to make a payment under other long-term supply contracts of $31 million. We expect 2025 depreciation and amortization expense to be approximately $525 million.

We currently believe 2025 income tax will be a benefit of $25 million to $35 million. We expect cash taxes paid to be approximately $175 million, primarily for earnings in foreign jurisdictions, including the previously deferred international tax payments that have been made in 2025.

ENVIRONMENTAL MATTERS

Environmental provisions charged to income, which are included in costs of goods sold, were as follows:

($ in millions)

(1) Insurance recoveries for costs incurred and expensed in prior periods.

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 $11.3 million at September 30, 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 $154.7 million, $156.5 million and $154.2 million at September 30, 2025, December 31, 2024 and September 30, 2024, respectively, of which $124.7 million, $126.5 million and $122.2 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 nine months ended September 30, 2025, cash provided by operating activities decreased by $208.5 million from the nine months ended September 30, 2024, primarily due to a larger increase in working capital compared with the prior year period and lower operating results. For the nine months ended September 30, 2025, working capital increased $264.9 million compared to an increase of $58.7 million for the nine months ended September 30, 2024. Receivables increased $33.1 million, primarily due to higher sales during the third quarter 2025 compared to the fourth quarter 2024. Inventories increased by $100.1 million and accounts payable and accrued liabilities increased $71.7 million from December 31, 2024. Income taxes payable, net of income taxes receivable, decreased by $196.0 million from December 31, 2024, primarily due to timing of international tax payments and Inflation Reduction Act tax credits recognized in the third quarter 2025.

Investing Activities

Capital spending was $163.5 million for the nine months ended September 30, 2025, compared to $144.1 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.

On April 18, 2025, Olin acquired AMMO, Inc.’s small caliber ammunition manufacturing assets for total consideration of $55.8 million. The acquisition was financed with cash on hand.

For the nine months ended September 30, 2024, payments under other long-term supply contracts were $58.6 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 nine months ended September 30, 2025 and 2024, activity of our outstanding debt included:

($ in millions)

For the nine months ended September 30, 2025, we paid debt issuance costs of $12.0 million associated with the 2033 Notes and the 2025 Senior Credit Facility.

For the nine months ended September 30, 2025 and 2024, 1.7 million and 4.9 million shares, respectively, of common stock were repurchased and retired at a total value of $40.4 million and $256.8 million, respectively.

We issued less than 0.1 million and 0.9 million shares representing stock options exercised for the nine months ended September 30, 2025 and 2024, respectively, with a total value of $2.1 million and $22.6 million, respectively. For the nine months ended September 30, 2024, we withheld and paid $10.5 million for employee taxes on share-based payment arrangements.

The percentage of total debt to total capitalization increased to 60.0% as of September 30, 2025 from 58.0% as of December 31, 2024, primarily as a result of a higher level of debt outstanding.

In each of the first three quarters of 2025 and 2024, we paid a quarterly dividend of $0.20 per share. Dividends paid for the nine months ended September 30, 2025 and 2024, were $68.8 million and $70.9 million, respectively.

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, and every six months thereafter.

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 then-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 then-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 then-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 September 30, 2025, we had $1,169.6 million available under our 2025 Revolving Credit Facility because we had $30.0 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 then-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 debt agreements as of September 30, 2025, and no event of default had occurred under any of our outstanding debt agreements that would permit the acceleration of 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 Credit Facility and the 2024 Receivables Financing Agreement (defined below). As of September 30, 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 then-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 Agreements incorporate the net leverage ratio covenant that is contained in the 2025 Senior Credit Facility. As of September 30, 2025, December 31, 2024 and September 30, 2024, we had $470.0 million, $475.0 million and $339.8 million, respectively, drawn under the Receivables Financing Agreements. As of September 30, 2025, $617.0 million of our trade receivables were pledged as collateral and we had $28.0 million of additional borrowing capacity under the 2024 Receivables Financing Agreement, which was limited by our borrowing base.

At September 30, 2025, we had total letters of credit of $161.4 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 September 30, 2025, we had long-term borrowings, including the current installment, of $2,993.4 million, of which $1,227.8 million were at variable rates. Included within long-term borrowings on the condensed balance sheets were deferred debt issuance costs of $19.0 million as of September 30, 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 the ability to access 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 and other covenants and restrictions in our debt agreements.

On December 11, 2024, our Board of Directors approved a share repurchase program with a $1.3 billion authorization (2024 Repurchase Authorization). The Board of Directors previously authorized share repurchases with a $2.0 billion authorization on July 28, 2022 (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 nine months ended September 30, 2025, 1.7 million shares of common stock were repurchased and retired at a total value of $40.4 million. As of September 30, 2025, a cumulative total of 26.8 million shares of common stock have been repurchased and retired at a total value of $1,341.1 million under the 2022 Repurchase Authorization program, and $1,958.9 million of common stock remained authorized to be repurchased under the 2022 Repurchase Authorization and 2024 Repurchase Authorization programs.

We have registered the sale of an undetermined number of securities with the SEC, so that, from time-to-time, we may issue, offer and sell debt securities, preferred stock, common stock and/or warrants to purchase any such securities pursuant to a 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 September 30, 2025:

On June 3, 2025, Moody’s affirmed Olin’s Ba1 rating and stable outlook. 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.

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.

Critical Accounting Estimates

Refer to “Critical Accounting Estimates” contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 for a complete discussion of our critical accounting estimates. There have been no material changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended December 31, 2024.

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 September 30, 2025, we maintained open positions on commodity contracts with a notional value totaling $234.2 million ($204.5 million at December 31, 2024, and $207.2 million at September 30, 2024). Assuming a hypothetical 10% increase in commodity prices which are currently hedged, as of September 30, 2025, we would experience a $23.4 million ($20.5 million at December 31, 2024 and $20.7 million at September 30, 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 $14.1 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 September 30, 2025, December 31, 2024 and September 30, 2024, we had long-term borrowings, including current installments, of $2,993.4 million, $2,842.2 million and $2,889.5 million, respectively, of which $1,227.8 million, $1,063.4 million and $1,110.4 million at September 30, 2025, December 31, 2024 and September 30, 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 $1,227.8 million of variable-rate debt levels from September 30, 2025, we estimate that a hypothetical change of 100-basis points in the secured overnight financing rate (SOFR) would impact annual interest expense by $12.3 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 September 30, 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 SEC’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 30, 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 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 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.

Information regarding risk factors applicable to us appears in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.