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Item 1. Financial Statements

2025-07-29 compared with 2025-05-02 · 247 added, 151 removed, 564 unchanged (41% of the section changed)

3 unchanged sentences

($ in millions, except per share data)

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

June 30, 2025 December 31, 2024 June 30, 2024

Current assets:

41 unchanged sentences

($ in millions, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Sales $ 1,758.3 $ 1,644.0 $ 3,402.5 $ 3,279.3

3 unchanged sentences

Restructuring charges 7.4 6.8 11.4 15.1

Other operating income — 0.2

Other operating (expense) income ( 0.2 ) — ( 0.2 ) 0.2

Operating income 35.3 136.4 79.0 233.7

Losses of non-consolidated affiliates ( 1.4 ) — ( 1.4 ) —

Interest expense 46.8 46.6 95.3 91.2

1 unchanged sentence

Non-operating pension income 4.9 5.9 10.6 12.7

Income before taxes 2.1 60.3

Income tax provision 0.9 12.5

Net income 1.2 47.8

Income (loss) before taxes ( 6.8 ) 96.6 ( 4.7 ) 156.9

Income tax (benefit) provision ( 4.0 ) 24.3 ( 3.1 ) 36.8

Net (loss) income ( 2.8 ) 72.3 ( 1.6 ) 120.1

Net loss attributable to noncontrolling interests ( 1.5 ) ( 1.9 ) ( 1.7 ) ( 2.7 )

Net income attributable to Olin Corporation $ 1.4 $ 48.6

Net income attributable to Olin Corporation per common share:

Net (loss) income attributable to Olin Corporation $ ( 1.3 ) $ 74.2 $ 0.1 $ 122.8

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

Basic $ ( 0.01 ) $ 0.63 $ — $ 1.03

7 unchanged sentences

($ in millions)

Three Months Ended March 31,

Net income $ 1.2 $ 47.8

Other comprehensive income, net of tax:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net (loss) income $ ( 2.8 ) $ 72.3 $ ( 1.6 ) $ 120.1

Other comprehensive (loss) income, net of tax:

Foreign currency translation ( 2.2 ) ( 2.5 ) ( 3.4 ) ( 4.8 )

1 unchanged sentence

Pension and postretirement benefits 1.2 1.4 2.1 2.6

Total other comprehensive income, net of tax 19.5 6.6

Comprehensive income 20.7 54.4

Total other comprehensive (loss) income, net of tax ( 20.8 ) 15.7 ( 1.3 ) 22.3

Comprehensive (loss) income ( 23.6 ) 88.0 ( 2.9 ) 142.4

Comprehensive loss attributable to noncontrolling interests ( 1.5 ) ( 1.9 ) ( 1.7 ) ( 2.7 )

Comprehensive income attributable to Olin Corporation $ 20.9 $ 55.2

Comprehensive (loss) income attributable to Olin Corporation $ ( 22.1 ) $ 89.9 $ ( 1.2 ) $ 145.1

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Balance at beginning of period $ 115.1 $ 119.4 $ 115.7 $ 120.2

14 unchanged sentences

Balance at beginning of period ( 430.6 ) ( 489.7 ) ( 450.1 ) ( 496.3 )

Other comprehensive income, net of tax 19.5 6.6

Other comprehensive (loss) income, net of tax ( 20.8 ) 15.7 ( 1.3 ) 22.3

Balance at end of period ( 451.4 ) ( 474.0 ) ( 451.4 ) ( 474.0 )

1 unchanged sentence

Balance at beginning of period 2,321.5 2,542.3 2,357.5 2,583.7

Net income attributable to Olin Corporation 1.4 48.6

Net (loss) income attributable to Olin Corporation ( 1.3 ) 74.2 0.1 122.8

Common stock dividends paid ( 23.0 ) ( 23.7 ) ( 46.0 ) ( 47.6 )

12 unchanged sentences

($ in millions)

Three Months Ended March 31,

Six Months Ended June 30,

Operating Activities

Net income $ 1.2 $ 47.8

Adjustments to reconcile net income to net cash and cash equivalents provided by (used for) operating activities:

Net (loss) income $ ( 1.6 ) $ 120.1

Adjustments to reconcile net (loss) income to net cash and cash equivalents provided by (used for) operating activities:

Depreciation and amortization 262.1 258.7

Losses of non-consolidated affiliates 1.4 —

Stock-based compensation 10.2 6.4

14 unchanged sentences

Capital expenditures ( 92.4 ) ( 100.8 )

Business acquired in purchase transaction, net of cash acquired ( 55.8 ) —

Payments under other long-term supply contracts — ( 46.7 )

Investments in non-consolidated affiliates ( 0.8 ) —

Other investing activities ( 3.3 ) ( 2.9 )

11 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 0.8 ( 0.5 )

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

Net increase in cash and cash equivalents 48.2 11.8

Cash and cash equivalents, beginning of year 175.6 170.3

9 unchanged sentences

DESCRIPTION OF BUSINESS

Olin Corporation (Olin) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO.

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.

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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.

We are currently evaluating the impact of the standard on our disclosures.

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

5 unchanged sentences

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, which includes 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.

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

We recorded the preliminary aggregate excess purchase price over the fair value of identifiable tangible assets acquired and liabilities assumed, which included a preliminary allocation of $ 2.0 million of goodwill to our Winchester segment.

The preliminary total assets acquired, excluding goodwill, and liabilities assumed amounted to $ 60.0 million and $ 6.2 million respectively.

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

RESTRUCTURING CHARGES

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 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 operating model.

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).

On June 20, 2023, we announced we had made the decision to cease all remaining operations at our Gumi, South Korea facility, reduce epoxy resin capacity at our Freeport, TX facility, and reduce our sales and support staffing across Asia.

These actions were substantially completed by December 31, 2023.

On March 21, 2023, we announced we had made the decision to cease operations at our cumene facility in Terneuzen, Netherlands and solid epoxy resin production at our facilities in Gumi, South Korea and Guaruja, Brazil.

The closures were completed in the first quarter 2023.

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 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).

The closure was completed during the third quarter of 2022.

We expect to incur additional restructuring charges through 2027 of approximately $ 20 million related to these actions.

On January 18, 2021, we announced we had made the decision to permanently close our trichloroethylene and anhydrous hydrogen chloride liquefaction facilities in Freeport, TX (collectively, Freeport 2021 Plan), which were completed in the fourth quarter of 2021.

We expect to incur additional restructuring charges through 2026 of approximately $ 5 million related to these actions.

On December 11, 2019, we announced that we had made the decision to permanently close a chlor alkali plant with a capacity of 230,000 tons and our vinylidene chloride (VDC) production facility, both in Freeport, TX (collectively, Freeport 2019 Plan).

The VDC facility and related chlor alkali plant were closed during the fourth quarter of 2020 and second quarter of 2021, respectively.

We expect to incur additional restructuring charges through 2026 of approximately $ 10 million related to these actions.

Prior restructuring and optimization efforts, which have been previously announced and which we continue to execute on, include:

• closure of Chlorine 3 manufacturing facility in Freeport, TX announced on December 11, 2024;

• reduction of epoxy resin capacity at Freeport, TX facility, ceasing of remaining operations at Gumi, South Korea facility and reduction of sales and support staffing across Asia all announced on June 20, 2023;

• closure of cumene facility in Terneuzen, Netherlands and ceasing of solid epoxy resin production at Gumi, South Korea and Guaruja, Brazil announced on March 21, 2023;

• closure of one of our bisphenol production lines at Stade, Germany site announced in 2022;

• closure of diaphragm-grade chlor alkali capacity of 400,000 tons at McIntosh, AL facility announced in 2021;

• closure of trichloroethylene and anhydrous hydrogen chloride liquefaction facilities in Freeport, TX announced January 18, 2021;

• closure of chlor alkali plant with capacity of 230,000 tons and vinylidene chlorine production facility, both in Freeport, TX announced on December 11, 2019.

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 months ended March 31, 2025 and 2024, were as follows:

Three Months Ended March 31,

Pretax Restructuring Charges ($ in millions)

Epoxy Optimization Plan $ 1.1 $ 3.5

McIntosh Plan 0.2 1.9

Freeport 2021 Plan

Freeport 2019 Plan 0.9 2.5

Total restructuring charges $ 4.0 $ 8.3

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:

The following table summarizes the 2025 and 2024 restructuring activity by component and the remaining balances in accrued restructuring costs as of June 30, 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)

Changes in Reserve ($ in millions)

Balance at January 1, 2024 $ 10.8 $ 16.7 $ — $ 27.5

Restructuring charges:

First quarter — — 8.3 8.3

Second quarter — 1.7 5.1 6.8

Amounts utilized ( 7.4 ) ( 5.6 ) ( 13.4 ) ( 26.4 )

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

Balance at June 30, 2024 $ 3.4 $ 12.8 $ — $ 16.2

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

Restructuring charges:

1.6 0.2 2.2 4.0

First quarter 1.6 0.2 2.2 4.0

Second quarter 3.8 — 3.6 7.4

Amounts utilized ( 2.9 ) ( 5.3 ) ( 5.8 ) ( 14.0 )

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:

Balance at June 30, 2025 $ 5.6 $ 0.1 $ — $ 5.7

The following table summarizes the cumulative restructuring charges for each segment, by component, through June 30, 2025:

Chlor Alkali Products and Vinyls Epoxy Total

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

Cumulative Restructuring Charges ($ in millions)

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Total cumulative restructuring charges $ 127.0 $ 110.8 $ 237.8

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.

As of June 30, 2025, we have incurred cumulative restructuring-related cash expenditures of $ 152.2 million and non-cash charges of $ 79.9 million.

The remaining accrued restructuring liability of $ 5.7 million is expected to be paid out through 2027.

We expect to incur additional restructuring charges through 2030 of approximately $ 75.0 million related to these actions.

EARNINGS PER SHARE

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,

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 June 30, Six Months Ended June 30,

2025 2024 2025 2024

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

Net income attributable to Olin Corporation $ 1.4 $ 48.6

Net (loss) income attributable to Olin Corporation $ ( 1.3 ) $ 74.2 $ 0.1 $ 122.8

Weighted-average common shares - basic 114.9 118.5 115.1 119.1

1 unchanged sentence

Weighted-average common shares - diluted 114.9 120.2 115.9 121.0

Earnings per common share attributable to Olin Corporation:

Earnings (loss) per common share attributable to Olin Corporation:

Basic $ ( 0.01 ) $ 0.63 $ — $ 1.03

Diluted $ ( 0.01 ) $ 0.62 $ — $ 1.01

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.

The computation of dilutive shares does not include 5.7 million and 2.0 million shares for the three months ended June 30, 2025 and 2024, respectively, and 4.0 million and 2.0 million shares for the six months ended June 30, 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

June 30, 2025 December 31, 2024 June 30, 2024

Accounts Receivable ($ in millions)

2 unchanged sentences

Inventories consisted of the following:

March 31, 2025 December 31,

2024 March 31, 2024

June 30, 2025 December 31,

2024 June 30, 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 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.

therefore, the condensed financial statements at June 30, 2025, reflect certain estimates relating to inventory quantities and costs at December 31, 2025.

The replacement cost of our inventories would have been approximately $ 160.5 million, $ 151.4 million and $ 166.1 million higher than reported at June 30, 2025, December 31, 2024 and June 30, 2024, respectively.

Included in other assets were the following:

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

June 30, 2025 December 31, 2024 June 30, 2024

Other Assets ($ in millions)

1 unchanged sentence

Pension assets 60.3 43.3 1.8

Investment in unconsolidated affiliates 23.0 23.0 —

Investments in non-consolidated affiliates 22.4 23.0 —

Other 70.6 71.5 60.3

Other assets $ 1,159.7 $ 1,185.1 $ 1,144.8

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.

For the six months ended June 30, 2024 payments of $ 46.7 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 June 30, 2025 and 2024, respectively, and amortization expense of $ 41.8 million and $ 36.6 million for the six months ended June 30, 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.

Investments in Non-consolidated Affiliates

Olin Corporation and Plug Power, Inc.

have a joint venture named Hidrogenii, LLC (Hidrogenii), a strategic partnership which aims to leverage the strengths of both companies to advance hydrogen production and utilization.

The joint venture began with the construction of a 15-ton-per-day hydrogen liquefaction plant in St.

Gabriel, LA, which commenced operations in the second quarter 2025.

Hidrogenii is owned 50 % by Plug Power LA JV, LLC, a wholly owned subsidiary of Plug Power, Inc., and 50 % by Niloco Hydrogen Holdings LLC, a wholly owned subsidiary of Olin Corporation.

The investments in, and the operating results of, 50%-or-less-owned entities not controlled by Olin are included in the condensed financial statements using the equity method basis of accounting and classified as non-consolidated affiliates.

The following table summarizes our investments in non-consolidated affiliates:

Six Months Ended June 30, 2025

Investments in Non-consolidated Affiliates ($ in millions)

Balance at beginning of year $ 23.0

Capital contributions 0.8

Losses of non-consolidated affiliates (1)

Balance at end of period $ 22.4

(1) Includes the impact of Olin’s portion of the investment tax credit of $ 22.0 million, which is the basis difference between our equity ownership of Hidrogenii and Olin’s investment, and will be recognized over the useful life of the underlying operational assets.

GOODWILL AND INTANGIBLE ASSETS

6 unchanged sentences

Foreign currency translation adjustment ( 0.2 ) ( 0.1 ) — ( 0.3 )

Balance at March 31, 2024 (1)

Balance at June 30, 2024 (1)

$ 1,275.9 $ 145.1 $ 2.4 $ 1,423.4

1 unchanged sentence

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

Acquisition activity — — 2.0 2.0

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

Balance at March 31, 2025 (1)

Balance at June 30, 2025 (1)

$ 1,276.3 $ 144.8 $ 4.4 $ 1,425.5

1 unchanged sentence

Intangible assets consisted of the following:

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

June 30, 2025 December 31, 2024 June 30, 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:

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

June 30, 2025 December 31, 2024 June 30, 2024

Financing Obligations ($ in millions)

10 unchanged sentences

Recovery zone bonds 83.0 83.0 83.0

Go Zone bonds — — 50.0

Industrial development and environmental improvement obligations 2.9 2.9 2.9

6 unchanged sentences

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.

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 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 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 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 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 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.

At June 30, 2025, we had $ 1,164.6 million available under our 2025 Revolving Credit Facility because we had $ 35.0 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 June 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 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”).

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 June 30, 2025, there were no covenants or other restrictions that limited our ability to borrow.

Receivables Financing Agreements

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 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.

In addition, the Receivables Financing Agreements incorporate the net leverage ratio covenant that is contained in the 2025 Senior Credit Facility.

As of June 30, 2025, December 31, 2024 and June 30, 2024, we had $ 465.0 million, $ 475.0 million and $ 298.8 million, respectively, drawn under the Receivables Financing Agreements.

As of June 30, 2025, $ 609.3 million of our trade receivables were pledged as collateral and we had $ 35.0 million of additional borrowing capacity under the 2024 Receivables Financing Agreement.

As part of the 2024 Receivables Financing Agreement, we terminated our then-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,

During the six months ended June 30, 2025 and 2024, activity of our outstanding debt included:

Six Months Ended June 30,

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

4 unchanged sentences

Total borrowings 2,330.0 511.5

Go zone bonds, due 2024 — ( 50.0 )

Recovery zone bonds, due 2024 — ( 20.0 )

Term Loan Facilities ( 336.6 ) ( 4.4 )

6 unchanged sentences

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.

Interest expense for the six months ended June 30, 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 the 2027 Notes, and issuance of the 2033 Notes.

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

PENSION PLANS AND RETIREMENT BENEFITS

8 unchanged sentences

Pension Benefits Other Postretirement Benefits

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

Three Months Ended June 30, Three Months Ended June 30,

2025 2024 2025 2024

6 unchanged sentences

Net periodic benefit (income) cost $ ( 4.1 ) $ ( 5.5 ) $ 0.6 $ 1.0

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.

Pension Benefits Other Postretirement Benefits

Six Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

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

Service cost $ 2.2 $ 2.5 $ 0.3 $ 0.4

Interest cost 49.4 50.6 0.7 0.9

Expected return on plans’ assets ( 63.4 ) ( 67.7 ) — —

Amortization of prior service cost ( 0.3 ) ( 0.3 ) ( 0.2 ) —

Recognized actuarial loss 3.0 3.3 0.2 0.5

Net periodic benefit (income) cost $ ( 9.1 ) $ ( 11.6 ) $ 1.0 $ 1.8

We made cash contributions to our international qualified defined benefit pension plans of $ 0.6 million and $ 0.8 million for the six months ended June 30, 2025 and 2024, respectively.

The effective tax rate for the three months ended June 30, 2025 included a net $ 3.3 million tax benefit, primarily associated with U.S.

federal investment tax credits and a release of valuation allowances on domestic state net operating losses

and tax credits, partially offset by an expense from prior year tax positions and a change in tax contingencies.

Excluding these items, the effective tax rate for the three months ended June 30, 2025 of 10.3 % was lower than the 21.0 % U.S.

federal statutory rate primarily due to state income tax, favorable permanent salt depletion deductions, non-taxable exchange rate results and a favorable foreign rate differential, partially offset by foreign income inclusions.

The effective tax rate for the three months ended June 30, 2024 included a net $ 0.6 million tax benefit, primarily associated with stock-based compensation and U.S.

federal tax credits purchased at a discount, partially offset by an expense from prior year tax positions and a change in tax contingencies.

Excluding these items, the effective tax rate for the three months ended June 30, 2024 of 25.8 % was higher than the 21.0 % U.S.

federal statutory rate primarily due to state income tax and foreign income inclusions, partially offset by favorable permanent salt depletion deductions.

The effective tax rate for the three months ended March 31, 2024 included a net $ 2.6 million tax benefit, primarily associated with stock-based compensation and prior year tax positions, partially offset by an expense from a change in tax contingencies.

Excluding these items, the effective tax rate for the three months ended March 31, 2024 of 25.0 % was higher than the 21.0 % U.S.

The effective tax rate for the six months ended June 30, 2025 included a net $ 2.9 million tax benefit primarily associated with U.S.

federal investment tax credits and a release of valuation allowances on domestic state net operating losses and tax credits, partially offset by an expense from prior year tax positions and a change in tax contingencies.

Excluding these items, the effective tax rate for the six months ended June 30, 2025 of 4.3 % was lower than the 21.0 % U.S.

The effective tax rate for the six months ended June 30, 2024 included a net $ 3.3 million tax benefit, primarily associated with stock-based compensation and U.S.

federal tax credits purchased at a discount, partially offset by an expense from prior year tax positions and a change in tax contingencies.

Excluding these items, the effective tax rate for the six months ended June 30, 2024 of 25.6 % 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.

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.

In the second quarter of 2025, Olin realized $ 22.0 million of investment tax credits via its Hidrogenii joint venture interest and recorded a tax benefit of $ 2.6 million.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S.

This act introduces significant changes to tax law and other areas affecting company operations, including items such as extensions of Tax Cuts and Jobs Act provisions, changes to business interest deductions, modifications to depreciation deductions and impacts on energy tax credits.

While the effects of these tax law changes will not be reflected in interim or annual provisions for the period ended June 30, 2025, the Company is evaluating the potential impact of the OBBBA on its financial position, results of operations, and cash flows for future periods.

Specific potential impacts that are being assessed include effects on future tax expense, cash flows from operations due to new deductions, or potential impacts on investment decisions.

Further details on the impact of this legislation will be provided as the evaluation progresses.

As of June 30, 2025, we had $ 22.3 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:

Three Months Ended March 31,

Six Months Ended June 30,

Unrecognized Tax Benefits ($ in millions)

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Increases for current year tax positions 0.7 0.7

Settlements with tax authorities ( 0.8 ) —

Decreases due to tax settlements ( 0.8 ) ( 1.0 )

Foreign currency translation adjustments — ( 1.1 )

Balance at end of period $ 22.3 $ 51.2

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.

As of June 30, 2025, we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $ 9.5 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.

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Employees generally vest in the value of the Company Contribution according to a schedule based on service.

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 employees’ contributions.

1 unchanged sentence

Our contributions to the defined contribution plan were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Employee Retirement Savings Plan Expense ($ in millions)

5 unchanged sentences

Stock-based compensation expense was as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Stock Compensation Expense ($ in millions)

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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.

During the six months ended June 30, 2025 and 2024, Olin granted restricted stock units of 452,863 and 219,500 , respectively, at a weighted average grant date fair value per share of $ 26.96 and $ 56.99 , respectively.

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

1 unchanged sentence

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 .

During the six months ended June 30, 2025, Olin granted no stock options.

During the six months ended June 30, 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 .

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.

SHAREHOLDERS’ EQUITY

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).

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 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.

For the six months ended June 30, 2025 and 2024, 1.2 million and 3.9 million shares, respectively, of common stock were repurchased and retired at a total value of $ 30.3 million and $ 211.4 million, respectively.

As of June 30, 2025, a cumulative total of 26.3 million shares of common stock have been repurchased and retired at a total value of $ 1,331.1 million under the 2022 Repurchase Authorization program, and $ 668.9 million of common stock remained authorized to be repurchased under the 2022 Repurchase Authorization program.

As of June 30, 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 six months ended June 30, 2025 and 2024, respectively, with a total value of $ 1.9 million and $ 21.7 million, respectively.

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

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

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

Unrealized (losses) gains

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

Second quarter ( 2.5 ) 17.1 — 14.6

Reclassification adjustments of losses into income

First quarter — 13.3 1.6 14.9

Second quarter — 5.3 1.9 7.2

Tax provision

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

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

Net change ( 4.8 ) 24.5 2.6 22.3

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

Balance at June 30, 2024 $ ( 44.5 ) $ 6.1 $ ( 435.6 ) $ ( 474.0 )

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

Unrealized (losses) gains

First quarter ( 1.2 ) 34.4 — $ 33.2

Second quarter ( 2.2 ) ( 13.5 ) — ( 15.7 )

Reclassification adjustments of (gains) losses into income

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

First quarter — ( 8.1 ) 1.2 ( 6.9 )

Second quarter — ( 12.8 ) 1.5 ( 11.3 )

Tax (provision) benefit

First quarter — ( 6.5 ) ( 0.3 ) ( 6.8 )

Second quarter — 6.5 ( 0.3 ) 6.2

Net change ( 3.4 ) — 2.1 ( 1.3 )

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

Balance at June 30, 2025 $ ( 49.3 ) $ 7.8 $ ( 409.9 ) $ ( 451.4 )

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

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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.

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:

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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.

Other segment items for each reportable segment includes selling, general and administrative expenses and earnings (losses) from non-consolidated affiliates.

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

1 unchanged sentence

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

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Chlor Alkali Products and Vinyls Epoxy Winchester Corp/Other Totals

5 unchanged sentences

Restructuring charges — — — ( 7.4 ) ( 7.4 )

Other operating expense

— — — ( 0.2 ) ( 0.2 )

Interest expense — — — ( 46.8 ) ( 46.8 )

10 unchanged sentences

Total sales $ 979.5 $ 331.2 $ 447.6 $ — $ 1,758.3

Three Months Ended March 31, 2024

Six Months Ended June 30, 2025

Chlor Alkali Products and Vinyls Epoxy Winchester Corp/Other Totals

5 unchanged sentences

Restructuring charges — — — ( 11.4 ) ( 11.4 )

Other operating expense

— — — ( 0.2 ) ( 0.2 )

Interest expense — — — ( 95.3 ) ( 95.3 )

Interest income — — — 2.4 2.4

Non-operating pension income — — — 10.6 10.6

Income (loss) before taxes $ 143.2 $ ( 52.1 ) $ 47.8 $ ( 143.6 ) $ ( 4.7 )

Depreciation and amortization expense $ 213.5 $ 25.9 $ 17.4 $ 5.3 $ 262.1

Capital spending 51.8 12.8 22.8 5.0 92.4

Assets 5,277.4 949.3 866.7 574.5 7,667.9

Segment Sales by Geography

United States $ 1,311.1 $ 284.9 $ 743.1 $ — $ 2,339.1

Europe 75.2 195.2 33.0 — 303.4

Other foreign 517.7 182.8 59.5 — 760.0

Total sales $ 1,904.0 $ 662.9 $ 835.6 $ — $ 3,402.5

Three Months Ended June 30, 2024

Chlor Alkali Products and Vinyls Epoxy Winchester Corp/Other Totals

Segment Detail ($ in millions)

Sales $ 920.3 $ 317.7 $ 406.0 $ — $ 1,644.0

Cost of goods sold 778.5 307.6 312.8 7.3 1,406.2

Gross margin 141.8 10.1 93.2 ( 7.3 ) 237.8

Other segment items ( 42.5 ) ( 13.1 ) ( 22.9 ) ( 16.1 ) ( 94.6 )

Restructuring charges — — — ( 6.8 ) ( 6.8 )

Interest expense — — — ( 46.6 ) ( 46.6 )

Interest income — — — 0.9 0.9

Non-operating pension income — — — 5.9 5.9

Income (loss) before taxes $ 99.3 $ ( 3.0 ) $ 70.3 $ ( 70.0 ) $ 96.6

Depreciation and amortization expense $ 105.9 $ 13.4 $ 8.2 $ 1.5 $ 129.0

Capital spending 46.8 5.5 7.0 0.1 59.4

Assets 5,428.1 992.4 765.1 475.0 7,660.6

Segment Sales by Geography

United States $ 671.5 $ 166.8 $ 351.2 $ — $ 1,189.5

Europe 45.0 74.9 34.6 — 154.5

Other foreign 203.8 76.0 20.2 — 300.0

Total sales $ 920.3 $ 317.7 $ 406.0 $ — $ 1,644.0

Six Months Ended June 30, 2024

Chlor Alkali Products and Vinyls Epoxy Winchester Corp/Other Totals

Segment Detail ($ in millions)

Sales $ 1,804.9 $ 659.0 $ 815.4 $ — $ 3,279.3

Cost of goods sold 1,544.5 646.7 629.1 13.9 2,834.2

Gross margin 260.4 12.3 186.3 ( 13.9 ) 445.1

Other segment items ( 84.5 ) ( 27.1 ) ( 43.8 ) ( 41.1 ) ( 196.5 )

Restructuring charges — — — ( 15.1 ) ( 15.1 )

Other operating income — — — 0.2 0.2

11 unchanged sentences

Total sales $ 1,804.9 $ 659.0 $ 815.4 $ — $ 3,279.3

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Segment Sales by Product Line ($ in millions)

8 unchanged sentences

Military and law enforcement (1)

277.9 184.0 510.0 350.6

Total Winchester 447.6 406.0 835.6 815.4

Total sales $ 1,758.3 $ 1,644.0 $ 3,402.5 $ 3,279.3

(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.

(1) For the three months ended June 30, 2025 and 2024, revenue recognized over time represented $ 94.4 million and $ 37.8 million, respectively, and for the six months ended June 30, 2025 and 2024, revenue recognized over time represented $ 152.9 million and $ 57.6 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 $ 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.

The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites amounting to $ 155.2 million, $ 156.5 million and $ 155.3 million at June 30, 2025, December 31, 2024 and June 30, 2024, respectively, of which $ 125.2 million, $ 126.5 million and $ 123.3 million, respectively, were classified as other noncurrent liabilities.

Environmental provisions charged to income, which are included in costs of goods sold, were $ 4.8 million and $ 6.4 million for the three months ended June 30, 2025 and 2024, respectively, and $ 9.8 million and $ 12.2 million for the six months ended June 30, 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.

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.

COMMITMENTS AND CONTINGENCIES

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 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.

As of June 30, 2025, December 31, 2024 and June 30, 2024, our condensed balance sheets included accrued liabilities for these other legal actions of $ 18.8 million, $ 19.7 million and $ 12.5 million, respectively.

These liabilities do not include costs associated with legal representation.

19 unchanged sentences

The counterparties to the forward contracts are large financial institutions;

however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position or results of operations.

however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position, cash flows or results of operations.

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

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

June 30, 2025 December 31, 2024 June 30, 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:

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

June 30, 2025 December 31, 2024 June 30, 2024

Notional Value - Commodity ($ in millions)

3 unchanged sentences

Total notional $ 170.0 $ 204.5 $ 208.1

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.

As of June 30, 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.

At June 30, 2025, we had open derivative contract positions through 2028.

If all open futures contracts had been settled on June 30, 2025, we would have recognized a pretax gain of $ 10.2 million.

If commodity prices were to remain at June 30, 2025 levels, approximately $ 5.7 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 March 31, 2025, December 31, 2024 and March 31, 2024.

There were no outstanding interest rate swaps at June 30, 2025, December 31, 2024 and June 30, 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:

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

June 30, 2025 December 31, 2024 June 30, 2024

Balance Sheet Location ($ in millions)

16 unchanged sentences

Amount of Gain (Loss) for the

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Location of Gain (Loss) ($ in millions)

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

As of June 30, 2025, December 31, 2024 and June 30, 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.

1 unchanged sentence

Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties or the amount that would be paid to transfer a liability to a new obligor, not the amount that would be paid to settle the liability with the creditor.

Where available, fair value is based on observable market prices or parameters or derived

from such prices or parameters.

Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters.

Where observable prices or inputs are not available, valuation models are applied.

19 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 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.

As of June 30, 2025, December 31, 2024 and June 30, 2024, the fair value measurements of debt were $ 2,989.0 million, $ 2,779.0 million and $ 2,717.3 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 March 31, 2025, December 31, 2024 or March 31, 2024.

There were no assets or liabilities measured at fair value on a nonrecurring basis as of June 30, 2025, December 31, 2024 or June 30, 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