What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-02 compared with 2024-10-25 · 226 added, 286 removed, 489 unchanged (51% of the section changed)

3 unchanged sentences

($ in millions, except per share data)

September 30, 2024 December 31, 2023 September 30, 2023

March 31, 2025 December 31, 2024 March 31, 2024

Current assets:

31 unchanged sentences

issued and outstanding, 115.1, 115.7 and 119.4 shares 115.1 115.7 119.4

Additional paid-in capital — 24.8 130.1

Accumulated other comprehensive loss ( 430.6 ) ( 450.1 ) ( 489.7 )

8 unchanged sentences

($ in millions, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Sales $ 1,644.2 $ 1,635.3

3 unchanged sentences

Restructuring charges 4.0 8.3

Other operating income (expense) 0.6 ( 0.3 ) 0.8 27.2

Other operating income — 0.2

Operating income 43.7 97.3

2 unchanged sentences

Non-operating pension income 5.7 6.8

Income (loss) before taxes ( 25.2 ) 126.7 131.7 499.4

Income before taxes 2.1 60.3

Income tax provision 0.9 12.5

Net (loss) income ( 25.2 ) 104.5 94.9 403.2

Net (loss) income attributable to noncontrolling interests ( 0.3 ) 0.4 ( 3.0 ) ( 4.1 )

Net (loss) income attributable to Olin Corporation $ ( 24.9 ) $ 104.1 $ 97.9 $ 407.3

Net (loss) income attributable to Olin Corporation per common share:

Net income 1.2 47.8

Net loss attributable to noncontrolling interests ( 0.2 ) ( 0.8 )

Net income attributable to Olin Corporation $ 1.4 $ 48.6

Net income attributable to Olin Corporation per common share:

Basic $ 0.01 $ 0.41

Diluted $ 0.01 $ 0.40

Average common shares outstanding:

Weighted-average common shares outstanding:

Basic 115.3 119.9

4 unchanged sentences

($ in millions)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Net (loss) income $ ( 25.2 ) $ 104.5 $ 94.9 $ 403.2

Three Months Ended March 31,

Net income $ 1.2 $ 47.8

Other comprehensive income, net of tax:

3 unchanged sentences

Total other comprehensive income, net of tax 19.5 6.6

Comprehensive (loss) income ( 17.4 ) 107.6 125.0 418.8

Comprehensive (loss) income attributable to noncontrolling interests ( 0.3 ) 0.4 ( 3.0 ) ( 4.1 )

Comprehensive (loss) income attributable to Olin Corporation $ ( 17.1 ) $ 107.2 $ 128.0 $ 422.9

Comprehensive income 20.7 54.4

Comprehensive loss attributable to noncontrolling interests ( 0.2 ) ( 0.8 )

Comprehensive income attributable to Olin Corporation $ 20.9 $ 55.2

The accompanying notes to condensed financial statements are an integral part of the condensed financial statements.

2 unchanged sentences

($ in millions, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Balance at beginning of period $ 115.7 $ 120.2

18 unchanged sentences

Balance at beginning of period 2,357.5 2,583.7

Net (loss) income ( 24.9 ) 104.1 97.9 407.3

Net income attributable to Olin Corporation 1.4 48.6

Common stock dividends paid ( 23.0 ) ( 23.9 )

4 unchanged sentences

Balance at beginning of period 32.3 35.9

Net (loss) income attributable to noncontrolling interest ( 0.3 ) 0.4 ( 3.0 ) ( 4.1 )

Contributions from noncontrolling interests — — — 44.1

Net loss attributable to noncontrolling interest ( 0.2 ) ( 0.8 )

Balance at end of period 32.1 35.1

5 unchanged sentences

($ in millions)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Activities

2 unchanged sentences

Depreciation and amortization 132.2 129.7

Gains on disposition of property, plant and equipment — ( 27.0 )

Stock-based compensation 4.0 4.4

Write-off of equipment and facility included in restructuring charges — 17.7

Deferred income taxes ( 18.2 ) ( 13.9 )

14 unchanged sentences

Payments under other long-term supply contracts — ( 28.5 )

Proceeds from disposition of property, plant and equipment — 28.8

Other investing activities ( 1.0 ) ( 1.9 )

8 unchanged sentences

Dividends paid ( 23.0 ) ( 23.9 )

Contributions received from noncontrolling interests — 44.1

Debt issuance costs ( 12.0 ) —

Net financing activities 146.6 ( 25.3 )

Effect of exchange rate changes on cash and cash equivalents 0.2 ( 0.4 )

Net increase (decrease) in cash and cash equivalents 55.6 ( 35.7 )

Net decrease in cash and cash equivalents ( 1.6 ) ( 19.4 )

Cash and cash equivalents, beginning of year 175.6 170.3

16 unchanged sentences

The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, hydrochloric acid, hydrogen, bleach products 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 systems and growth products such as converted epoxy resins and additives.

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.

On January 10, 2023, Blue Water Alliance (BWA), our joint venture with Mitsui & Co., Ltd.

(Mitsui), began operations.

BWA is an independent global trader of Electrochemical Unit (ECU)-based derivatives, focused on globally traded caustic soda and ethylene dichloride.

Olin holds 51 % interest and exercises control in BWA, and the joint venture is consolidated in our consolidated financial statements in our Chlor Alkali Products and Vinyls segment, with Mitsui’s 49 % interest in BWA classified as noncontrolling interest.

All intercompany accounts and transactions are eliminated in consolidation.

Basis of Presentation

We have prepared the condensed financial statements included herein, without audit, pursuant to the rules and regulations of the United States (U.S.) Securities and Exchange Commission (SEC).

5 unchanged sentences

RECENT ACCOUNTING PRONOUNCEMENTS

In March 2024, the SEC issued SEC Release No.

33-11042, Enhancement and Standardization of Climate-Related Disclosures for Investors , to enhance and standardize the climate-related disclosures provided by public companies.

The final rule will require the disclosure of greenhouse gas emissions, including Scope 1 and Scope 2 emissions, which will be subject to third-party assurance, as well as climate-related targets and goals, and how the Board of Directors and management oversee climate-related risks.

Within the notes to financial statements, the final rule requires disclosure of expenditures recognized, subject to certain thresholds, attributable to severe weather events.

The final rule follows a compliance phase-in timeline, with the first requirements required to be adopted with our fiscal year ending December 31, 2025, followed in later years by greenhouse gas-related requirements.

On April 4, 2024, the SEC voluntarily stayed the implementation of these disclosure requirements;

however, we are currently evaluating the impact of the final rule on our disclosures.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which expands the disclosure requirements in the notes to the financial statements on certain costs and expenses on an interim and annual basis.

The new requirements are effective for the Company’s annual reporting periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with the option to early adopt at any time before the effective date.

ASU 2024-03 requires adoption on a prospective basis, with the option for retrospective application.

While the ASU implements further disclosure requirements, it does not change how an entity calculates and/or records its expenses, and it will have no impact on the Company’s consolidated financial statements.

We are currently evaluating the impact of the final rule on our disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

3 unchanged sentences

We are currently evaluating the impact of the standard on our consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures .

ASU 2023-07 will improve reportable segment disclosure requirements, primarily through enhanced segment expense disclosures on an interim and annual basis.

The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with the option to early adopt at any time before the effective date.

ASU 2023-07 requires adoption on a retrospective basis.

We will adopt this standard beginning with our fiscal year ending December 31, 2024, and for interim periods beginning with our first quarter fiscal year 2025.

We are currently evaluating the impact of the standard on our consolidated financial statements and disclosures.

On October 1, 2023, Olin acquired the assets of White Flyer Targets, LLC (White Flyer) from Reagent Diversified Holdings, Inc.

for $ 63.5 million.

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.

White Flyer designs, manufactures and sells recreational trap, skeet, international and sporting clay targets and has been included in Olin’s Winchester segment.

We recorded the aggregate excess purchase price over identifiable net tangible and intangible assets acquired and liabilities assumed, which included a final allocation of $ 2.4 million of goodwill allocated to our Winchester segment and $ 4.5 million of intangible assets subject to amortization.

The final total assets acquired, excluding goodwill and intangibles, and liabilities assumed amounted to $ 66.6 million and $ 10.0 million, respectively.

The initial purchase accounting for acquired assets and assumed liabilities is preliminary as a result of the timing of the acquisition.

The acquisition is not material and therefore supplemental pro forma financial information is not provided.

RESTRUCTURING CHARGES

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

On December 11, 2024, we announced we had made the decision to permanently close our Chlorine 3 manufacturing facility in Freeport, TX (Freeport 2024 Plan).

The closure is expected to be completed by December 31, 2025.

We expect to incur additional restructuring charges through 2030 of approximately $ 35 million related to this action.

As part of this review, we announced operational cessations in the fourth quarter of 2022 and the first half of 2023 (collectively, Epoxy Optimization Plan).

4 unchanged sentences

During the fourth quarter of 2022, we committed to and completed a plan to close down one of our bisphenol production lines at our Stade, Germany site.

We expect to incur additional restructuring charges through 2025 of approximately $ 10 million related to these actions.

We expect to incur additional restructuring charges through the end of the year of approximately $ 10 million related to these actions.

During 2021, we announced that we had made the decision to permanently close our diaphragm-grade chlor alkali capacity, representing 400,000 tons, at our McIntosh, AL facility (McIntosh Plan).

7 unchanged sentences

Pretax restructuring charges related to these 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.

Pretax restructuring charges, by plan, for the three and nine months ended September 30, 2024 and 2023, were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Pretax restructuring charges, by plan, for the three months ended March 31, 2025 and 2024, were as follows:

Three Months Ended March 31,

Pretax Restructuring Charges ($ in millions)

2 unchanged sentences

Freeport 2021 Plan

0.3 0.7 1.0 2.8

Freeport 2019 Plan 0.9 2.5

Total restructuring charges $ 4.0 $ 8.3

The following table summarizes the 2024 and 2023 activities by major component of these restructuring actions and the remaining balances of accrued restructuring costs as of September 30, 2024 and 2023:

Employee Severance and Related Benefit Costs Lease and Other Contract Termination Costs Facility Exit Costs Write-off of Equipment and Facility Total

The following table summarizes the 2025 and 2024 activities by major component of these restructuring actions and the remaining balances of accrued restructuring costs as of March 31, 2025 and 2024:

Employee Severance and Related Benefit Costs Lease and Other Contract Termination Costs Facility Exit Costs Total

Restructuring Activity by Component ($ in millions)

1 unchanged sentence

Restructuring charges:

First quarter — 39.7 8.4 12.8 60.9

Second quarter 3.3 1.7 9.3 4.9 19.2

Third quarter 2.6 2.0 7.3 — 11.9

Amounts utilized ( 6.7 ) ( 3.3 ) ( 8.3 ) ( 18.3 )

Balance at September 30, 2023 $ 11.9 $ 34.2 $ — $ — $ 46.1

Balance at March 31, 2024 $ 4.1 $ 13.4 $ — $ 17.5

Balance at January 1, 2025 $ 3.1 $ 5.2 $ — $ 8.3

Restructuring charges:

First quarter — — 8.3 — 8.3

Second quarter — 1.7 5.1 — 6.8

Third quarter — 2.9 5.0 — 7.9

1.6 0.2 2.2 4.0

Amounts utilized ( 1.9 ) ( 2.9 ) ( 2.2 ) ( 7.0 )

Balance at September 30, 2024 $ 2.4 $ 11.4 $ — $ — $ 13.8

The following table summarizes the cumulative restructuring charges of these restructuring actions by major component through September 30, 2024:

Balance at March 31, 2025 $ 2.8 $ 2.5 $ — $ 5.3

The following table summarizes the cumulative restructuring charges of these restructuring actions by major component through March 31, 2025:

Chlor Alkali Products and Vinyls Epoxy Total

McIntosh Plan Freeport 2021 Plan Freeport 2019 Plan Epoxy Optimization Plan

McIntosh Plan Freeport 2024 Plan Freeport 2021 Plan Freeport 2019 Plan Epoxy Optimization Plan

Cumulative Restructuring Charges ($ in millions)

4 unchanged sentences

Total cumulative restructuring charges $ 20.6 $ — $ 16.4 $ 86.7 $ 106.7 $ 230.4

As of September 30, 2024, we have incurred cash expenditures of $ 122.5 million and non-cash charges of $ 79.9 million related to these restructuring actions.

As of March 31, 2025, we have incurred cash expenditures of $ 145.2 million and non-cash charges of $ 79.9 million related to these restructuring actions.

The remaining balance of $ 5.3 million is expected to be paid out through 2027.

EARNINGS PER SHARE

Basic and diluted net (loss) income attributable to Olin Corporation per share are computed by dividing net (loss) income attributable to Olin Corporation by the weighted-average number of common shares outstanding.

Diluted net (loss) income attributable to Olin Corporation per share reflects the dilutive effect of stock-based compensation.

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Computation of Net (Loss) Income per Share ($ in millions, except per share data)

Net (loss) income attributable to Olin Corporation $ ( 24.9 ) $ 104.1 $ 97.9 $ 407.3

Basic shares 116.9 124.2 118.4 127.5

Basic net (loss) income attributable to Olin Corporation per share $ ( 0.21 ) $ 0.84 $ 0.83 $ 3.19

Diluted shares:

Basic shares 116.9 124.2 118.4 127.5

Stock-based compensation — 2.8 1.8 3.1

Diluted shares 116.9 127.0 120.2 130.6

Diluted net (loss) income attributable to Olin Corporation per share $ ( 0.21 ) $ 0.82 $ 0.81 $ 3.12

The computation of dilutive shares does not include 3.3 million and 1.3 million shares for the three months ended September 30, 2024 and 2023, respectively, and 1.9 million and 1.3 million shares for the nine months ended September 30, 2024 and 2023, respectively, as their effect would have been anti-dilutive.

ACCOUNTS RECEIVABLES

We maintain a $ 425.0 million Receivables Financing Agreement (Receivables Financing Agreement) that is scheduled to mature on October 14, 2025.

Under the Receivables Financing Agreement, our eligible trade receivables are used for collateralized borrowings and continue to be serviced by us.

In addition, the Receivables Financing Agreement incorporates the net leverage ratio covenant that is contained in the $ 1,550.0 million Senior Credit Facility.

As of September 30, 2024, December 31, 2023 and September 30, 2023, we had $ 339.8 million, $ 328.5 million and $ 350.0 million, respectively, drawn under the agreement.

As of September 30, 2024, $ 473.9 million of our trade receivables were pledged as collateral and we had $ 0.3 million additional borrowing capacity under the Receivables Financing Agreement, which was limited by our borrowing base.

Olin also has trade accounts receivable factoring arrangements (AR Facilities) and pursuant to the terms of the AR Facilities, certain of our domestic subsidiaries may sell their accounts receivable up to a maximum of $ 134.5 million and certain of our foreign subsidiaries may sell their accounts receivable up to a maximum of € 16.5 million.

We will continue to service the outstanding accounts sold.

These receivables qualify for sales treatment under ASC 860 “Transfers and Servicing” and, accordingly, the proceeds are included in net cash provided by operating activities in the condensed statements of cash flows.

The following table summarizes the AR Facilities activity:

Nine Months Ended September 30,

AR Facilities ($ in millions)

Balance at beginning of year $ 63.3 $ 111.8

Gross receivables sold 528.5 749.5

Payments received from customers on sold accounts ( 539.5 ) ( 788.6 )

Balance at end of period $ 52.3 $ 72.7

The factoring discount paid under the AR Facilities is recorded as interest expense on the condensed statements of operations.

The factoring discount was $ 0.8 million and $ 1.3 million for the three months ended September 30, 2024 and 2023, respectively, and $ 2.9 million and $ 3.8 million for the nine months ended September 30, 2024 and 2023, respectively.

The agreements are without recourse and therefore no recourse liability had been recorded as of September 30, 2024.

Our condensed balance sheets included an allowance for doubtful accounts receivables of $ 12.2 million, $ 13.1 million and $ 12.8 million and other receivables of $ 94.5 million, $ 85.3 million and $ 78.0 million at September 30, 2024, December 31, 2023 and September 30, 2023, respectively, which were included in receivables, net.

Basic and diluted net income attributable to Olin Corporation per share are computed by dividing net income attributable to Olin Corporation by the weighted-average number of common shares outstanding.

Diluted net income attributable to Olin Corporation per share reflects the dilutive effect of stock-based compensation.

Three Months Ended March 31,

Computation of Earnings per Share ($ in millions, except per share data)

Net income attributable to Olin Corporation $ 1.4 $ 48.6

Weighted-average common shares - basic 115.3 119.9

Dilutive effect of stock-based compensation 1.3 2.0

Weighted-average common shares - diluted 116.6 121.9

Earnings per common share attributable to Olin Corporation:

Basic $ 0.01 $ 0.41

Diluted $ 0.01 $ 0.40

The computation of dilutive shares does not include 3.7 million and 2.0 million shares for the three months ended March 31, 2025 and 2024, respectively, as their effect would have been anti-dilutive.

ACCOUNTS RECEIVABLE

Our condensed balance sheets includes the following amounts within receivables, net:

March 31, 2025 December 31, 2024 March 31, 2024

Accounts Receivable ($ in millions)

Allowance for doubtful accounts receivable $ 12.0 $ 11.8 $ 12.6

Other receivables 101.7 94.6 89.4

Inventories consisted of the following:

September 30, 2024 December 31,

2023 September 30, 2023

March 31, 2025 December 31,

2024 March 31, 2024

Inventories ($ in millions)

7 unchanged sentences

Inventories under the LIFO method are based on annual estimates of quantities and costs as of year-end;

therefore, the condensed financial statements at September 30, 2024, reflect certain estimates relating to inventory quantities and costs at December 31, 2024.

The replacement cost of our inventories would have been approximately $ 167.9 million, $ 133.7 million and $ 154.8 million higher than reported at September 30, 2024, December 31, 2023 and September 30, 2023, respectively.

therefore, the condensed financial statements at March 31, 2025, reflect certain estimates relating to inventory quantities and costs at December 31, 2025.

The replacement cost of our inventories would have been approximately $ 157.8 million, $ 151.4 million and $ 145.7 million higher than reported at March 31, 2025, December 31, 2024 and March 31, 2024, respectively.

Included in other assets were the following:

September 30, 2024 December 31, 2023 September 30, 2023

March 31, 2025 December 31, 2024 March 31, 2024

Other Assets ($ in millions)

Supply contracts $ 1,027.1 $ 1,047.3 $ 1,065.1

Pension assets 52.0 43.3 1.7

Investment in unconsolidated affiliates 23.0 23.0 —

Other 69.5 71.5 56.7

Other assets $ 1,171.6 $ 1,185.1 $ 1,123.5

For the nine months ended September 30, 2024 and 2023, payments of $ 58.6 million and $ 46.2 million, respectively, were made under other long-term supply contracts for energy modernization projects in the U.S.

Amortization expense of $ 18.3 million and $ 17.8 million for the three months ended September 30, 2024 and 2023, respectively, and amortization expense of $ 54.9 million and $ 53.4 million for the nine months ended September 30, 2024 and 2023, respectively, was recognized within cost of goods sold related to our long-term supply contracts and is reflected in depreciation and amortization on the condensed statements of cash flows.

For the three months ended March 31, 2024 payments of $ 28.5 million were made under other long-term supply contracts for energy modernization projects in the U.S.

Amortization expense of $ 20.9 million and $ 18.3 million for the three months ended March 31, 2025 and 2024, respectively, was recognized within cost of goods sold related to our long-term supply contracts and is reflected in depreciation and amortization on the condensed statements of cash flows.

GOODWILL AND INTANGIBLE ASSETS

4 unchanged sentences

$ 1,276.1 $ 145.2 $ 2.7 $ 1,424.0

Acquisition activity — — ( 0.3 ) ( 0.3 )

Foreign currency translation adjustment ( 0.3 ) ( 0.1 ) — ( 0.4 )

Balance at September 30, 2023 (1)

Balance at March 31, 2024 (1)

$ 1,275.8 $ 145.1 $ 2.4 $ 1,423.3

1 unchanged sentence

$ 1,276.4 $ 144.8 $ 2.4 $ 1,423.6

Acquisition activity — — ( 0.3 ) ( 0.3 )

Balance at September 30, 2024 (1)

Foreign currency translation adjustment ( 0.1 ) — — ( 0.1 )

Balance at March 31, 2025 (1)

$ 1,276.3 $ 144.8 $ 2.4 $ 1,423.5

1 unchanged sentence

Intangible assets consisted of the following:

September 30, 2024 December 31, 2023 September 30, 2023

March 31, 2025 December 31, 2024 March 31, 2024

Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net

6 unchanged sentences

Long-term loans, notes and other financing obligations, consisted of the following:

September 30, 2024 December 31, 2023 September 30, 2023

March 31, 2025 December 31, 2024 March 31, 2024

Financing Obligations ($ in millions)

Variable-rate Term Loan Facility, due 2027 $ 334.7 $ 341.3 $ 343.4

Variable-rate Senior Revolving Credit Facility, due 2027 350.0 68.0 165.0

Variable-rate Recovery Zone bonds, due 2024-2035 83.0 103.0 103.0

Variable-rate Go Zone bonds, due 2024 — 50.0 50.0

Variable-rate industrial development and environmental improvement obligations, due 2025 2.9 2.9 2.9

9.50% senior notes, due 2025 108.6 108.6 108.6

5.625% senior notes, due 2029 669.3 669.3 669.3

Fixed-rate Financing

9.50% senior notes, due 2025 (2025 Notes) $ — $ 108.6 $ 108.6

5.125% senior notes, due 2027 (2027 Notes) — 500.0 500.0

5.625% senior notes, due 2029 669.3 669.3 669.3

5.00% senior notes, due 2030 515.3 515.3 515.3

Receivables Financing Agreement (See Note 6) 339.8 328.5 350.0

Finance lease obligations — — 0.2

6.625% senior notes, due 2033 (2033 Notes) 600.0 — —

Variable-rate Financing

Term Loan Facilities 650.0 332.5 339.0

Revolving Credit Facilities 75.0 170.0 161.0

Receivables Financing Agreements 461.0 475.0 332.4

Recovery Zone bonds 83.0 83.0 103.0

Go Zone bonds — — 50.0

Industrial development and environmental improvement obligations 2.9 2.9 2.9

Deferred debt issuance costs ( 20.7 ) ( 14.3 ) ( 15.7 )

3 unchanged sentences

Total long-term debt $ 3,016.6 $ 2,713.2 $ 2,684.8

During the nine months ended September 30, 2024 and 2023, activity of our outstanding debt included:

Nine Months Ended September 30,

Long-term Debt Borrowings (Repayments) ($ in millions)

Senior Revolving Credit Facility $ 490.0 $ 255.0

Senior Notes and Senior Credit Facilities

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 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.

Receivables Financing Agreement

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 2024 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 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.

As part of the 2024 Receivables Financing Agreement, we terminated our existing trade accounts receivable factoring arrangements (AR Facilities), under which certain of our domestic and international subsidiaries could sell their accounts receivable.

These receivables had qualified for sales treatment under ASC 860 “Transfers and Servicing” and, accordingly, the proceeds were included in net cash provided by operating activities in the consolidated statements of cash flows.

Financing Cash Flows

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

Three Months Ended March 31,

Long-term Debt Borrowings (Repayments) ($ in millions)

Term Loan Facilities $ 650.0 $ —

Revolving Credit Facilities 410.0 180.0

Receivables Financing Agreements 381.0 37.0

2033 Notes 600.0 —

Total borrowings 2,041.0 217.0

Variable-rate Go Zone bonds, due 2024 ( 50.0 ) —

Variable-rate Recovery Zone bonds, due 2024 ( 20.0 ) —

Term Loan Facility ( 6.6 ) ( 6.6 )

Senior Revolving Credit Facility ( 208.0 ) ( 90.0 )

Receivables Financing Agreement ( 86.1 ) ( 282.7 )

Finance leases — ( 1.8 )

Term Loan Facilities ( 332.5 ) ( 2.2 )

Revolving Credit Facilities ( 505.0 ) ( 87.0 )

Receivables Financing Agreements ( 395.0 ) ( 33.1 )

2025 Notes ( 108.6 ) —

2027 Notes ( 500.0 ) —

Total repayments ( 1,841.1 ) ( 122.3 )

Long-term debt borrowings, net $ 199.9 $ 94.7

Senior Credit Facility

We maintain a $ 1,550.0 million senior credit facility (Senior Credit Facility) which includes a senior term loan facility with aggregate commitments of $ 350.0 million (Term Loan Facility) and a senior revolving credit facility with aggregate commitments of $ 1,200.0 million (Senior Revolving Credit Facility).

The Term Loan Facility was fully drawn on the closing date with the proceeds of the Term Loan Facility used to refinance the loans and commitments outstanding under the existing facility.

The Term Loan Facility requires principal amortization payments which began on March 31, 2023, at a rate of 0.625 % per quarter through the end of 2024, increasing to 1.250 % per quarter thereafter until maturity.

The maturity date for the Senior Credit Facility is October 11, 2027.

The Senior Revolving Credit Facility includes a $ 100.0 million letter of credit subfacility.

At September 30, 2024, we had $ 849.6 million available under our $ 1,200.0 million Senior Revolving Credit Facility because we had $ 350.0 million borrowed under the facility and issued $ 0.4 million of letters of credit.

During the second quarter of 2024, we utilized our Senior Revolving Credit Facility to repay $ 50.0 million of Go Zone and $ 20.0 million of Recovery Zone tax-exempt variable-rate bonds.

We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of September 30, 2024, 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 Senior Revolving Credit Facility and the Receivables Financing Agreement.

As of September 30, 2024, there were no covenants or other restrictions that limited our ability to borrow.

Other Financing

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.

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.

PENSION PLANS AND RETIREMENT BENEFITS

4 unchanged sentences

Our foreign subsidiaries maintain pension and other benefit plans, which are consistent with local statutory practices.

automatically be increased for affected participants (and retired participants) to absorb any plan surplus (subject to applicable collective bargaining requirements).

Our domestic qualified defined benefit pension plan provides that if, within three years following a change of control of Olin, any corporate action is taken or filing made in contemplation of, among other things, a plan termination or merger or other transfer of assets or liabilities of the plan, and such termination, merger, or transfer thereafter takes place, plan benefits would automatically be increased for affected participants (and retired participants) to absorb any plan surplus (subject to applicable collective bargaining requirements).

We also provide certain postretirement healthcare (medical) and life insurance benefits for eligible active and retired domestic employees.

1 unchanged sentence

Pension Benefits Other Postretirement Benefits

Three Months Ended September 30, Three Months Ended September 30,

2024 2023 2024 2023

Components of Net Periodic Benefit (Income) Cost ($ in millions)

Service cost $ 1.4 $ 1.4 $ — $ 0.1

Interest cost 25.5 26.4 0.2 0.4

Expected return on plans’ assets ( 33.5 ) ( 32.9 ) — —

Amortization of prior service cost ( 0.2 ) ( 0.1 ) ( 0.2 ) —

Recognized actuarial loss 1.6 0.3 ( 0.1 ) —

Net periodic benefit (income) cost $ ( 5.2 ) $ ( 4.9 ) $ ( 0.1 ) $ 0.5

Pension Benefits Other Postretirement Benefits

Nine Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31, Three Months Ended March 31,

2025 2024 2025 2024

6 unchanged sentences

Net periodic benefit (income) cost $ ( 5.0 ) $ ( 6.1 ) $ 0.4 $ 0.8

We made cash contributions to our international qualified defined benefit pension plans of $ 0.9 million and $ 1.6 million for the nine months ended September 30, 2024 and 2023, respectively.

The effective tax rate for the three months ended September 30, 2024 included a net $ 2.9 million tax expense, primarily associated with a change in tax contingencies and remeasurement of deferred taxes due to an increase in our state effective tax rates, partially offset by a benefit from prior year tax positions.

Excluding these items, the effective tax rate for the three months ended September 30, 2024 of 11.5 % was lower than the 21.0 % U.S.

federal statutory rate primarily due to state income tax, foreign income inclusions and an increase in the estimated annual effective tax rate, partially offset by favorable permanent salt depletion deductions.

The effective tax rate for the three months ended September 30, 2023 included a net $ 7.2 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 September 30, 2023 of 23.2 % was higher than the 21.0 % U.S.

federal statutory rate primarily due to state income tax and an increase in the valuation allowance related to losses in foreign jurisdictions, partially offset favorable permanent salt depletion deductions and foreign income taxes.

The effective tax rate for the nine months ended September 30, 2024 included a net $ 0.4 million tax benefit, primarily associated with stock-based compensation, U.S.

Federal tax credits purchased at a discount, and a benefit from prior year tax positions, partially offset by a change in tax contingencies and remeasurement of deferred taxes due to an increase in our state effective tax rates.

Excluding these items, the effective tax rate for the nine months ended September 30, 2024 of 28.2 % was higher than the 21.0 % U.S.

We made cash contributions to our international qualified defined benefit pension plans of $ 0.1 million and $ 0.3 million for the three months ended March 31, 2025 and 2024, respectively.

The effective tax rate for the three months ended March 31, 2025 included a net $ 0.4 million tax expense, 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 nine months ended September 30, 2023 included a net $ 24.4 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 nine months ended September 30, 2023 of 24.1 % was higher than the 21.0 % U.S.

federal statutory rate primarily due to state income tax and an increase in the valuation allowance related to losses in foreign jurisdictions, partially offset by favorable permanent salt depletion deductions.

The effective tax rate for the three months ended 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.

In August 2022, the Inflation Reduction Act (the "IRA") was enacted and provides various beneficial credits for energy efficient related manufacturing, transportation and fuels, hydrogen/carbon recapture and renewable energy, which we are evaluating in regard to planned projects.

We will continue to monitor the expected impacts of any new guidance on our filing positions and will record the impacts as discrete income tax expense adjustments in the period the guidance is finalized or becomes effective.

As of September 30, 2024, we had $ 55.9 million of gross unrecognized tax benefits, which would have a net $ 55.9 million impact on the effective tax rate, if recognized.

As of March 31, 2025, we had $ 21.3 million of gross unrecognized tax benefits, which would have impacted the effective tax rate, if recognized.

The amounts of unrecognized tax benefits were as follows:

Nine Months Ended September 30,

Three Months Ended March 31,

Unrecognized Tax Benefits ($ in millions)

3 unchanged sentences

Increases for current year tax positions 0.4 0.4

Decreases due to tax settlements ( 1.0 ) —

Settlements with tax authorities ( 0.8 ) —

Foreign currency translation adjustments — ( 0.8 )

Balance at end of period $ 21.3 $ 49.9

As of September 30, 2024, we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $ 38.0 million over the next twelve months.

As of March 31, 2025, we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $ 10.3 million over the next twelve months.

The anticipated reduction primarily relates to expected settlements with tax authorities and the expiration of federal, state and foreign statutes of limitation.

13 unchanged sentences

DEFINED CONTRIBUTION PLAN

The Company sponsors a defined contribution plan for qualifying domestic employees (Employee Retirement Savings Plan) and a supplemental executive retirement plan as follows:

Employee Retirement Savings Plan

We sponsor a defined contribution plan for qualifying domestic employees, for which the company contributes between 5.0 % and 7.5 % of the employees’ eligible compensation into a retirement account (Company Contribution).

1 unchanged sentence

Participants vest 50 % after 2 years of service and 100 % after 3 years of service.

We also match a percentage of our employees contributions (Company Match), which are invested in the same investment allocation as the employee’s contributions.

We also match a percentage of our employees’ contributions (Company Match), which are invested in the same investment allocation as the employees’ contributions.

Employees immediately vest in the Company Match.

Our contributions to the defined contribution plan were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Defined Contribution Plan Expense ($ in millions)

Three Months Ended March 31,

Employee Retirement Savings Plan Expense ($ in millions)

Company Contribution $ 10.3 $ 10.6

4 unchanged sentences

Stock-based compensation expense was as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Stock Compensation Expense ($ in millions)

2 unchanged sentences

Total expense $ 1.5 $ 7.8

Stock Options

The fair value of each stock option granted, which typically vests ratably over three years, but not less than one year, was estimated on the date of grant, using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Grant Date Assumptions - Stock Options 2024 2023

Dividend yield 1.50 % 1.32 %

Risk-free interest rate 4.35 % 4.07 %

Expected volatility of Olin common stock 47 % 47 %

Expected life (years) 7.0 7.0

Weighted-average grant fair value (per option) $ 24.79 $ 28.74

Weighted-average exercise price $ 53.43 $ 60.55

Stock options granted 606,157 562,124

Dividend yield was based on our current dividend yield as of the option grant date.

Risk-free interest rate was based on zero coupon U.S.

Treasury securities rates for the expected life of the options.

Expected volatility was based on our historical stock price movements, as we believe that historical experience is the best available indicator of the expected volatility.

Expected life of the option grant was based on historical exercise and cancellation patterns, as we believe that historical experience is the best estimate for future exercise patterns.

Performance Shares

20 unchanged sentences

Expected life of the performance share award grant was based on historical exercise and cancellation patterns, as we believe that historical experience is the best estimate of future exercise patterns.

Restricted Stock Units

During the three months ended March 31, 2025 and 2024, Olin granted restricted stock units of 398,303 and 202,500 , respectively, at a weighted average grant date fair value per share of $ 27.69 and $ 57.56 , respectively.

The fair value of each restricted stock unit was estimated on the date of grant using the current stock price.

The awards typically vest ratably, on an annual basis, over three years, but not less than one year.

Stock Options

During the three months ended March 31, 2024, Olin granted stock options of 601,157 at a weighted-average grant date fair value per option of $ 24.79 and a weighted-average exercise price of $ 53.43 .

SHAREHOLDERS’ EQUITY

On July 28, 2022, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $ 2.0 billion (the 2022 Repurchase Authorization).

This program will terminate upon the purchase of $ 2.0 billion of common stock.

For the nine months ended September 30, 2024 and 2023, 4.9 million and 10.8 million shares, respectively, of common stock were repurchased and retired at a total value of $ 256.8 million and $ 595.1 million, respectively.

As of September 30, 2024, 24.2 million shares of common stock have been repurchased and retired at a total value of $ 1,258.0 million under the 2022 Repurchase Authorization program, and $ 742.0 million of common stock remained authorized to be repurchased under the program.

We issued 0.9 million and 0.8 million shares representing stock options exercised for the nine months ended September 30, 2024 and 2023, respectively, with a total value of $ 22.6 million and $ 22.3 million, respectively.

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 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.

As of March 31, 2025, 25.8 million shares of common stock have been repurchased and retired at a total value of $ 1,321.1 million under the 2022 Repurchase Authorization program, and $ 678.9 million of common stock remained authorized to be repurchased under the program.

As of March 31, 2025, there have been no repurchases under the 2024 Repurchase Authorization program and $ 1.3 billion remained available.

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.

The following table represents the activity included in accumulated other comprehensive loss:

2 unchanged sentences

Balance at January 1, 2024 $ ( 39.7 ) $ ( 18.4 ) $ ( 438.2 ) $ ( 496.3 )

Unrealized gains (losses)

First quarter 5.5 ( 20.8 ) — ( 15.3 )

Second quarter ( 8.5 ) ( 10.7 ) — ( 19.2 )

Third quarter ( 3.3 ) ( 1.9 ) — ( 5.2 )

Unrealized losses ( 2.3 ) ( 3.0 ) — ( 5.3 )

Reclassification adjustments of losses into income — 13.3 1.6 14.9

First quarter — 30.7 0.4 31.1

Second quarter — 20.5 0.5 21.0

Third quarter — 10.2 0.2 10.4

Tax provision — ( 2.6 ) ( 0.4 ) ( 3.0 )

First quarter — ( 2.5 ) ( 0.1 ) ( 2.6 )

Second quarter — ( 2.4 ) ( 0.1 ) ( 2.5 )

Third quarter — ( 2.1 ) — ( 2.1 )

Net change ( 2.3 ) 7.7 1.2 6.6

Balance at September 30, 2023 $ ( 44.9 ) $ ( 11.5 ) $ ( 423.9 ) $ ( 480.3 )

Balance at March 31, 2024 $ ( 42.0 ) $ ( 10.7 ) $ ( 437.0 ) $ ( 489.7 )

Balance at January 1, 2025 $ ( 45.9 ) $ 7.8 $ ( 412.0 ) $ ( 450.1 )

Unrealized (losses) gains ( 1.2 ) 34.4 — 33.2

First quarter ( 2.3 ) ( 3.0 ) — ( 5.3 )

Second quarter ( 2.5 ) 17.1 — 14.6

Third quarter 2.3 ( 1.0 ) — 1.3

Reclassification adjustments of losses into income

First quarter — 13.3 1.6 14.9

Second quarter — 5.3 1.9 7.2

Third quarter — 7.2 1.1 8.3

Reclassification adjustments of (gains) losses into income — ( 8.1 ) 1.2 ( 6.9 )

Tax provision — ( 6.5 ) ( 0.3 ) ( 6.8 )

First quarter — ( 2.6 ) ( 0.4 ) ( 3.0 )

Second quarter — ( 5.6 ) ( 0.5 ) ( 6.1 )

Third quarter — ( 1.5 ) ( 0.3 ) ( 1.8 )

Net change ( 1.2 ) 19.8 0.9 19.5

Balance at September 30, 2024 $ ( 42.2 ) $ 10.8 $ ( 434.8 ) $ ( 466.2 )

Net income and cost of goods sold included reclassification adjustments for realized gains and losses on derivative contracts from accumulated other comprehensive loss.

Net income and non-operating pension income included the amortization of prior service costs and actuarial losses from accumulated other comprehensive loss.

Balance at March 31, 2025 $ ( 47.1 ) $ 27.6 $ ( 411.1 ) $ ( 430.6 )

Cost of goods sold included reclassification adjustments for realized gains and losses on derivative contracts from accumulated other comprehensive loss.

Non-operating pension income included the amortization of prior service costs and actuarial losses from accumulated other comprehensive loss.

SEGMENT INFORMATION

The chief operating decision maker (CODM) is the individual, or group of individuals, who assess financial performance and determines resource allocation.

Management has identified our Chief Executive Officer (CEO) as the CODM.

In arriving at this conclusion, we considered that the individual who receives the relevant financial information, which is primarily provided in the form of segment operations reviews, is ultimately our CEO.

Further, our CEO assesses the reasonableness of resource allocation, primarily in the form of capital allocation and budgetary analysis, and reviews segment results and resource allocation summaries prepared by segment management, consistent with their view of the business as a whole.

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.

1 unchanged sentence

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.

The three operating segments reflect the organization used by our management for purposes of allocating resources and assessing performance, and represents our reportable segments.

Chlorine and caustic soda used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment.

Sales are attributed to geographic areas based on customer location.

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Cost of goods sold at Corporate is primarily attributed to environmental expense.

Other segment items for each reportable segment includes selling, general and administrative expenses and profit (loss) from other nonconsolidated affiliates.

Segment assets include only those assets which are directly identifiable to an operating segment.

Assets in the corporate/other segment primarily include cash and cash equivalents, deferred taxes and other assets.

Sales are attributed to geographic areas based on the customer location.

Three Months Ended March 31, 2025

Chlor Alkali Products and Vinyls Epoxy Winchester Corp/Other Totals

Segment Detail ($ in millions)

Chlor Alkali Products and Vinyls $ 871.6 $ 969.6 $ 2,676.5 $ 3,089.0

Epoxy 285.1 321.6 944.1 1,016.1

Winchester 432.8 380.2 1,248.2 1,113.3

Total sales $ 1,589.5 $ 1,671.4 $ 4,868.8 $ 5,218.4

Income (loss) before Taxes

Chlor Alkali Products and Vinyls $ 45.3 $ 172.3 $ 221.2 $ 598.3

Epoxy ( 42.8 ) ( 28.8 ) ( 57.6 ) ( 7.9 )

Winchester 53.4 64.5 195.9 190.2

Corporate/Other:

Environmental expense ( 7.2 ) ( 6.9 ) ( 19.4 ) ( 23.1 )

Other corporate and unallocated costs ( 25.9 ) ( 22.9 ) ( 68.7 ) ( 79.6 )

Sales $ 924.5 $ 331.7 $ 388.0 $ — $ 1,644.2

Cost of goods sold 802.0 345.1 342.6 5.8 1,495.5

Gross margin 122.5 ( 13.4 ) 45.4 ( 5.8 ) 148.7

Other segment items ( 44.2 ) ( 15.0 ) ( 22.6 ) ( 19.2 ) ( 101.0 )

Restructuring charges — — — ( 4.0 ) ( 4.0 )

Other operating income (expense) 0.6 ( 0.3 ) 0.8 27.2

Interest expense — — — ( 48.5 ) ( 48.5 )

2 unchanged sentences

Income (loss) before taxes $ 78.3 $ ( 28.4 ) $ 22.8 $ ( 70.6 ) $ 2.1

Other operating income (expense) for the nine months ended September 30, 2023, included a gain of $ 27.0 million for the sale of our domestic private trucking fleet and operations.

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Segment Sales by Geography ($ in millions)

Chlor Alkali Products and Vinyls

United States $ 616.9 $ 651.0 $ 1,924.0 $ 2,069.8

Europe 48.5 57.9 129.3 175.3

Other foreign 206.2 260.7 623.2 843.9

Total Chlor Alkali Products and Vinyls 871.6 969.6 2,676.5 3,089.0

United States 136.2 131.4 474.3 431.8

Europe 75.1 84.8 239.3 258.8

Other foreign 73.8 105.4 230.5 325.5

Total Epoxy 285.1 321.6 944.1 1,016.1

Depreciation and amortization expense $ 107.2 $ 12.8 $ 9.5 $ 2.7 $ 132.2

Capital spending 37.6 10.8 11.1 1.9 61.4

Assets 5,358.5 965.0 825.3 506.2 7,655.0

Segment Sales by Geography

United States $ 646.9 $ 144.1 $ 346.2 $ — $ 1,137.2

1 unchanged sentence

Other foreign 244.4 85.8 29.2 — 359.4

Total Winchester 432.8 380.2 1,248.2 1,113.3

Total sales $ 924.5 $ 331.7 $ 388.0 $ — $ 1,644.2

Three Months Ended March 31, 2024

Chlor Alkali Products and Vinyls Epoxy Winchester Corp/Other Totals

Segment Detail ($ in millions)

Sales $ 884.6 $ 341.3 $ 409.4 $ — $ 1,635.3

Cost of goods sold 766.0 339.1 316.3 6.6 1,428.0

Gross margin 118.6 2.2 93.1 ( 6.6 ) 207.3

Other segment items ( 42.0 ) ( 14.0 ) ( 20.9 ) ( 25.0 ) ( 101.9 )

Restructuring charges — — — ( 8.3 ) ( 8.3 )

Other operating income — — — 0.2 0.2

Interest expense — — — ( 44.6 ) ( 44.6 )

Interest income — — — 0.8 0.8

Non-operating pension income — — — 6.8 6.8

Income (loss) before taxes $ 76.6 $ ( 11.8 ) $ 72.2 $ ( 76.7 ) $ 60.3

Depreciation and amortization expense $ 106.8 $ 13.5 $ 7.9 $ 1.5 $ 129.7

Capital spending 31.0 4.9 8.1 0.3 44.3

Assets 5,489.2 991.4 698.9 431.8 7,611.3

Segment Sales by Geography

United States $ 635.6 $ 171.3 $ 382.0 $ — $ 1,188.9

2 unchanged sentences

Total sales $ 884.6 $ 341.3 $ 409.4 $ — $ 1,635.3

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Segment Sales by Product Line ($ in millions)

8 unchanged sentences

Military and law enforcement (1)

241.2 199.0 591.8 532.2

Total Winchester 388.0 409.4

Total sales $ 1,644.2 $ 1,635.3

(1) For the three months ended September 30, 2024 and 2023, revenue recognized over time represented $ 63.0 million and $ 28.7 million, respectively, and for the nine months ended September 30, 2024 and 2023, revenue recognized over time represented $ 120.6 million and $ 77.5 million, respectively, associated with governmental contracts within our Winchester business.

(1) For the three months ended March 31, 2025 and 2024, revenue recognized over time represented $ 58.4 million and $ 19.8 million, respectively, associated with governmental contracts within our Winchester business.

ENVIRONMENTAL

We are party to various government and private environmental actions associated with past manufacturing facilities and former waste disposal sites.

The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites amounting to $ 154.2 million, $ 153.6 million and $ 153.5 million at September 30, 2024,

December 31, 2023 and September 30, 2023, respectively, of which $ 122.2 million, $ 121.6 million and $ 128.5 million, respectively, were classified as other noncurrent liabilities.

Environmental provisions charged to income, which are included in costs of goods sold, were $ 7.2 million and $ 6.9 million for the three months ended September 30, 2024 and 2023, respectively, and $ 19.4 million and $ 23.1 million for the nine months ended September 30, 2024 and 2023, respectively.

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.

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.

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.

2 unchanged sentences

We, and our subsidiaries, are defendants in various legal actions (including proceedings based on alleged exposures to asbestos) incidental to our past and current business activities.

As of September 30, 2024, December 31, 2023 and September 30, 2023, our condensed balance sheets included accrued liabilities for these other legal actions of $ 14.1 million, $ 14.2 million and $ 15.3 million, respectively.

As of March 31, 2025, December 31, 2024 and March 31, 2024, our condensed balance sheets included accrued liabilities for these other legal actions of $ 17.1 million, $ 19.7 million and $ 17.7 million, respectively.

These liabilities do not include costs associated with legal representation.

21 unchanged sentences

We had the following notional amounts of outstanding forward contracts to buy and sell foreign currency:

September 30, 2024 December 31, 2023 September 30, 2023

March 31, 2025 December 31, 2024 March 31, 2024

Notional Value - Foreign Currency ($ in millions)

4 unchanged sentences

We had the following notional amounts of outstanding commodity contracts that were entered into to hedge forecasted purchases:

September 30, 2024 December 31, 2023 September 30, 2023

March 31, 2025 December 31, 2024 March 31, 2024

Notional Value - Commodity ($ in millions)

3 unchanged sentences

Total notional $ 153.4 $ 204.5 $ 239.9

As of September 30, 2024, the counterparties to these commodity contracts were Wells Fargo Bank, N.A., Citibank, N.A., JPMorgan Chase Bank, National Association, Toronto Dominion Bank and Bank of America Corporation, all of which are major financial institutions.

We use cash flow hedges for certain raw material and energy costs such as copper, zinc, lead, ethane, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations associated with forecasted purchases of raw materials and energy used in our manufacturing process.

At September 30, 2024, we had open derivative contract positions through 2028.

If all open futures contracts had been settled on September 30, 2024, we would have recognized a pretax gain of $ 14.3 million.

If commodity prices were to remain at September 30, 2024 levels, approximately $ 7.3 million of deferred gains, net of tax, would be reclassified into earnings during the next twelve months.

As of March 31, 2025, the counterparties to these commodity contracts were Wells Fargo Bank, N.A., Citibank, N.A., JPMorgan Chase Bank, National Association, Toronto Dominion Bank and Bank of America Corporation, all of which are major financial institutions.

We use cash flow hedges for certain raw material and energy costs such as copper, zinc, ethane, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations associated with forecasted purchases of raw materials and energy used in our manufacturing process.

At March 31, 2025, we had open derivative contract positions through 2028.

If all open futures contracts had been settled on March 31, 2025, we would have recognized a pretax gain of $ 36.5 million.

If commodity prices were to remain at March 31, 2025 levels, approximately $ 25.9 million of deferred gains, net of tax, would be reclassified into earnings during the next twelve months.

The actual effect on earnings will be dependent on actual commodity prices when the forecasted transactions occur.

3 unchanged sentences

We include the gain or loss on the hedged items (fixed-rate borrowings) in the same line item, interest expense, as the offsetting loss or gain on the related interest rate swaps.

There were no outstanding interest rate swaps at September 30, 2024, December 31, 2023 and September 30, 2023.

There were no outstanding interest rate swaps at March 31, 2025, December 31, 2024 and March 31, 2024.

Financial Statement Impacts

2 unchanged sentences

The following table summarizes the location and fair value of the derivative instruments on our condensed balance sheets:

September 30, 2024 December 31, 2023 September 30, 2023

March 31, 2025 December 31, 2024 March 31, 2024

Balance Sheet Location ($ in millions)

16 unchanged sentences

Amount of Gain (Loss) for the

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Location of Gain (Loss) ($ in millions)

3 unchanged sentences

Not Designated as Hedging Instruments

Commodity contracts Cost of goods sold — — — ( 0.6 )

Foreign exchange contracts Selling and administrative ( 7.0 ) 0.8

8 unchanged sentences

If the threshold is exceeded, cash is either provided by the counterparty to us if the value of the derivatives is our asset, or cash is provided by us to the counterparty if the value of the derivatives is our liability.

As of September 30, 2024, December 31, 2023 and September 30, 2023, this threshold was not exceeded.

As of March 31, 2025, December 31, 2024 and March 31, 2024, this threshold was not exceeded.

In all instances where we are party to a master netting agreement, we offset the receivable or payable recognized upon payment of cash collateral against the fair value amounts recognized for derivative instruments that have also been offset under such master netting agreements.

14 unchanged sentences

Commodity Contracts

We use commodity derivative contracts for certain raw materials and energy costs such as copper, zinc, lead, ethane, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations.

We use commodity derivative contracts for certain raw materials and energy costs such as copper, zinc, ethane, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations.

Commodity contract financial instruments were valued primarily based on prices and other relevant information observable in market transactions involving identical or comparable assets or liabilities including both forward and spot prices for commodities.

7 unchanged sentences

Since our long-term debt instruments may not be actively traded, the inputs used to measure the fair value of our long-term debt are based on current market rates for debt of similar risk and maturities and is classified as Level 2 in the fair value measurement hierarchy.

As of September 30, 2024, December 31, 2023 and September 30, 2023, the fair value measurements of debt were $ 2,887.5 million, $ 2,626.2 million and $ 2,666.9 million, respectively.

As of March 31, 2025, December 31, 2024 and March 31, 2024, the fair value measurements of debt were $ 2,982.4 million, $ 2,779.0 million and $ 2,725.7 million, respectively.

Nonrecurring Fair Value Measurements

In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis as required by ASC 820.

There were no assets or liabilities measured at fair value on a nonrecurring basis as of September 30, 2024, December 31, 2023 or September 30, 2023.

There were no assets or liabilities measured at fair value on a nonrecurring basis as of March 31, 2025, December 31, 2024 or March 31, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements