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Item 2. Management’s Discussion and Analysis

2025-07-29 compared with 2025-05-02 · 199 added, 133 removed, 158 unchanged (68% of the section changed)

1 unchanged sentence

BUSINESS BACKGROUND

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.

3 unchanged sentences

All of our business segments are capital-intensive manufacturing businesses.

The Chlor Alkali Products

and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride (EDC) and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, hydrochloric acid, hydrogen, bleach products and potassium hydroxide.

The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride (EDC) and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, hydrochloric acid, hydrogen, bleach products and potassium hydroxide.

The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone and phenol), allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and formulated solutions products such as converted epoxy resins and additives.

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EXECUTIVE SUMMARY

Net income for the three months ended March 31, 2025, and 2024 was $1.4 million, and $48.6 million, respectively.

The decrease of $47.2 million in net income from the prior year period was primarily due to lower operating results across our Winchester and Epoxy business segments, partially offset by improved operating results from our Chlor Alkali Products and Vinyls segment.

Diluted net income per share was $0.01 for the three months ended March 31, 2025, compared to $0.40 in the prior year period, a decrease of $0.39 per share.

Chlor Alkali Products and Vinyls reported segment income was $78.3 million and $76.6 million for the three months ended March 31, 2025 and 2024, respectively.

Chlor Alkali Products and Vinyls segment results were slightly higher than the comparable prior year period due to higher volumes, partially offset by lower pricing, primarily EDC, and higher raw material and operating costs.

Epoxy reported a segment loss of $28.4 million and $11.8 million for the three months ended March 31, 2025 and 2024, respectively.

Epoxy segment results were lower than the comparable prior year period primarily due to higher operating costs.

Net (loss) income for the three and six months ended June 30, 2025 was ($1.3) million, and $0.1 million, respectively, compared to $74.2 million and $122.8 million, for the prior year periods, respectively.

The decrease of $75.5 million and $122.7 million, respectively, in net income from the prior year periods was primarily due to lower operating results across all of our business segments.

Diluted net (loss) income per share was ($0.01) and $0.00 for the three and six months ended June 30, 2025, respectively, compared to $0.62 and $1.01 in the prior year periods, respectively.

Chlor Alkali Products and Vinyls reported segment income was $64.9 million and $143.2 million for the three and six months ended June 30, 2025, respectively.

Chlor Alkali Products and Vinyls segment results were lower than the comparable prior year periods due to higher raw material and operating costs, including planned maintenance turnaround expenses, and lower pricing, primarily EDC, partially offset by higher volumes.

Epoxy reported a segment loss of $23.7 million and $52.1 million for the three and six months ended June 30, 2025, respectively.

Epoxy segment results were lower than the comparable prior year periods primarily due to higher operating costs, including planned maintenance turnaround expenses, as product margins were comparable year over year.

Global epoxy demand remains weak, and our U.S.

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Our anti-dumping initiatives have provided limited benefits to date.

Winchester reported segment income of $22.8 million and $72.2 million for the three months ended March 31, 2025 and 2024, respectively.

Winchester segment results were lower than the comparable prior year period due to decreased commercial sales volumes, higher commodity and operating costs, and lower commercial ammunition product pricing, partially offset by higher domestic and international military sales.

Winchester reported segment income of $25.0 million and $47.8 million for the three and six months ended June 30, 2025, respectively.

Winchester segment results were lower than the comparable prior year periods due to decreased commercial ammunition sales volumes and pricing and higher raw material and operating costs, including commodity metal and propellant costs, partially offset by higher domestic and international military sales and military project revenue.

Liquidity and Share Repurchases

During the three months ended March 31, 2025, we repurchased and retired 0.7 million shares of common stock at a total value of $20.2 million.

As of March 31, 2025, we had $1,978.9 million of remaining authorized common stock to be repurchased under our 2022 and 2024 Repurchase Authorization Programs.

During the six months ended June 30, 2025, we repurchased and retired 1.2 million shares of common stock at a total value of $30.3 million.

As of June 30, 2025, we had $1,968.9 million of remaining authorized common stock to be repurchased under our 2022 Repurchase Authorization and 2024 Repurchase Authorization (both defined below) programs.

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

On March 14, 2025, we entered into a new $1,850.0 million senior credit facility (2025 Senior Credit Facility), which increased the borrowing limit of our existing credit facility by $300.0 million and extended the maturity date from October 11, 2027 to March 14, 2030.

On March 14, 2025, we entered into a new $1,850.0 million senior credit facility (2025 Senior Credit Facility), which increased the borrowing limit of our then-existing credit facility by $300.0 million and extended the maturity date from October 11, 2027 to March 14, 2030.

Pursuant to the agreement, the aggregate principal amount under our term loan facility increased from $350.0 million to $650.0 million and the aggregate principal amount under our revolving credit facility remained at $1,200.0 million.

The term loan was fully drawn on the closing date.

During the three months ended March 31, 2025, we had net borrowings of $199.9 million.

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

During the six months ended June 30, 2025, we had net borrowings of $159.8 million.

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

International Trade

The ultimate impact of tariffs and trade flows remains highly uncertain.

We do not expect the direct impact from current tariffs on Olin to be significant.

While we are continuing to monitor the situation, as of the date of this filing, the direct impact from current tariffs have not been significant to our chemicals businesses.

Our chemicals businesses generally source and sell where we produce.

The exception to this would be our caustic soda and EDC exports, which are predominantly sold into low tariff countries.

An exception to this would be potential retaliatory tariffs on caustic soda and EDC exports, which could alter the economics rapidly within the respective countries.

Additionally, although Winchester buys most metals locally, we still realize tariff-related price inflation on the domestic price of steel, aluminum and copper.

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 included AMMO Inc.’s brass shellcase capabilities and its 185,000 square foot production facility located in Manitowoc, WI, is included in Olin’s Winchester segment.

The acquisition was financed with cash on hand.

CONSOLIDATED RESULTS OF OPERATIONS

Three Months Ended March 31,

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

2025 2024 2025 2024

($ in millions, except per share data)

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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

Diluted $ (0.01) $ 0.62 $ — $ 1.01

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

Sales for the three months ended March 31, 2025 were $1,644.2 million compared to $1,635.3 million in the same period last year, an increase of $8.9 million, or 1%.

Chlor Alkali Products and Vinyls sales increased by $39.9 million primarily due to higher volumes, partially offset by lower pricing, primarily EDC.

Epoxy sales decreased by $9.6 million.

Winchester sales decreased by $21.4 million, primarily due to lower commercial ammunition sales, partially offset by increased sales to military customers and military project revenue.

Gross margin decreased $58.6 million for the three months ended March 31, 2025 compared to the prior year.

Winchester gross margin decreased by $47.7 million primarily due to lower commercial sales volumes, higher commodity and operating costs and lower product pricing.

Epoxy gross margin decreased by $15.6 million primarily due to higher operating costs.

Chlor Alkali Products and Vinyls gross margin increased by $3.9 million primarily due to higher volumes, partially offset by lower pricing, primarily EDC, and higher raw material and operating cost.

Gross margin as a percentage of sales decreased to 9% in 2025 from 13% in 2024.

Selling and administration expenses for the three months ended March 31, 2025 were $101.0 million, a decrease of $0.9 million from the prior year.

The decrease was primarily due to lower stock-based compensation expense of $6.3 million, which includes mark-to-market adjustments, partially offset by higher legal expenses of $2.5 million.

Selling and administration expenses as a percentage of sales was 6% for both the three months ended March 31, 2025 and 2024.

Restructuring charges for the three months ended March 31, 2025 and 2024 were $4.0 million and $8.3 million, respectively.

Restructuring charges were lower compared to the prior year period primarily due to lower facility exit cost activities across multiple restructuring programs.

Interest expense for the three months ended March 31, 2025 included $3.3 million for the write-off of unamortized deferred debt issuance costs and costs associated with our first quarter financing transactions, including the 2025 Senior Credit Facility, early redemption of the 2025 Notes and 2027 Notes, and issuance of the 2033 Notes.

Without these items, interest expense increased $0.6 million primarily due to a higher level of debt outstanding, partially offset by lower average interest rates.

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

Sales for the three months ended June 30, 2025 were $1,758.3 million compared to $1,644.0 million in the same period last year, an increase of $114.3 million, or 7%.

Chlor Alkali Products and Vinyls sales increased by $59.2 million primarily due to higher volumes.

Winchester sales increased by $41.6 million, primarily due to increased sales to military customers and military project revenue, partially offset by lower commercial ammunition sales.

Epoxy sales increased by $13.5 million, primarily due to higher volumes, partially offset by lower pricing.

Gross margin decreased $99.7 million for the three months ended June 30, 2025 compared to the prior year period.

Winchester gross margin decreased by $48.2 million primarily due to lower commercial sales volumes and pricing.

Chlor Alkali Products and Vinyls gross margin decreased by $34.1 million primarily due to higher raw material and operating costs, including planned maintenance turnaround expenses, partially offset by higher volumes.

Epoxy gross margin decreased by $18.9 million primarily due to higher operating costs, including planned maintenance turnaround expenses.

Gross margin as a percentage of sales decreased to 8% during the three months ended June 30, 2025 from 14% during the three months ended June 30, 2024.

Selling and administration expenses for the three months ended June 30, 2025 were $95.2 million, an increase of $0.6 million from the prior year period.

The increase was primarily due to higher stock-based compensation expense of $7.3 million, which includes mark-to-market adjustments, partially offset by favorable foreign currency impact of $4.9 million.

Selling and administration expenses as a percentage of sales was 5% and 6% for the three months ended June 30, 2025 and 2024, respectively.

Restructuring charges for the three months ended June 30, 2025 and 2024 were $7.4 million and $6.8 million, respectively.

Restructuring charges include facility exit costs, lease and other contract termination costs, and employee severance and related benefits costs

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

Non-operating pension income includes all components of pension and other postretirement net periodic benefit (income) cost, other than service costs.

Non-operating pension income was lower for the three months ended March 31, 2025 primarily due to a lower assumption for the long-term rate of return on plan assets.

The effective tax rate for the three months ended March 31, 2025 included a net $0.4 million tax benefit, primarily associated with a change in tax contingencies.

Excluding this item, the effective tax rate for the three months ended March 31, 2025 of 23.8% was higher than the 21.0% U.S.

Non-operating pension income was lower for the three months ended June 30, 2025 compared to the prior year period, primarily due to a lower assumption for the long-term rate of return on plan assets.

The 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.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Sales for the six months ended June 30, 2025 were $3,402.5 million compared to $3,279.3 million in the same period last year, an increase of $123.2 million, or 4%.

Chlor Alkali Products and Vinyls sales increased by $99.1 million primarily due to higher volumes, partially offset by lower pricing, primarily EDC.

Winchester sales increased by $20.2 million, primarily due to increased sales to military customers and military project revenue, partially offset by lower commercial ammunition sales.

Epoxy sales increased by $3.9 million, primarily due to higher volumes, partially offset by lower pricing.

Gross margin decreased $158.3 million for the six months ended June 30, 2025 compared to the prior year period.

Winchester gross margin decreased by $95.9 million primarily due to lower commercial sales volumes and pricing, and higher raw material and operating costs, including commodity metal and propellant costs.

Epoxy gross margin decreased by $34.5 million primarily due to higher operating costs, including planned maintenance turnaround expenses.

Chlor Alkali Products and Vinyls gross margin decreased by $30.2 million primarily due to higher raw material and operating costs, including planned maintenance turnaround expenses, and lower pricing, primarily EDC, partially offset by higher volumes.

Gross margin as a percentage of sales decreased to 8% during the six months ended June 30, 2025 from 14% during the six months ended June 30, 2024.

Selling and administration expenses for the six months ended June 30, 2025 were $196.2 million, a decrease of $0.3 million from the prior year period.

The decrease was primarily due to a favorable foreign currency impact of $9.6 million, partially offset by higher legal and legal-related settlement expense of $4.6 million and higher stock-based compensation expense of $1.0 million, which includes mark-to-market adjustments.

Selling and administration expenses as a percentage of sales was 6% for both the six months ended June 30, 2025 and 2024.

Restructuring charges for the six months ended June 30, 2025 and 2024 were $11.4 million and $15.1 million, respectively.

Restructuring charges include facility exit costs, lease and other contract termination costs, and employee severance and related benefits costs.

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

Interest expense for the 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.

Non-operating pension income includes all components of pension and other postretirement net periodic benefit (income) cost, other than service costs.

Non-operating pension income was lower for the six months ended June 30, 2025 primarily due to a lower assumption for the long-term rate of return on plan assets.

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.

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.

SEGMENT RESULTS

We define segment results as income (loss) before interest expense, interest income, other operating income (expense), non-operating pension income, other income and income taxes.

We 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:

2 unchanged sentences

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

Three Months Ended March 31,

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

2025 2024 2025 2024

Segment Detail ($ in millions)

3 unchanged sentences

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

Income before taxes

Income (loss) before taxes

Chlor Alkali Products and Vinyls $ 64.9 $ 99.3 $ 143.2 $ 175.9

5 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

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

Chlor Alkali Products and Vinyls

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

Chlor Alkali Products and Vinyls sales for the three months ended March 31, 2025 were $924.5 million compared to $884.6 million for the same period in 2024, an increase of $39.9 million, or 5%.

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

Chlor Alkali Products and Vinyls sales for the three months ended June 30, 2025 were $979.5 million compared to $920.3 million for the same period in 2024, an increase of $59.2 million, or 6%.

The sales increase was primarily due to higher volumes, partially offset by lower pricing.

Higher caustic soda pricing was more than offset by lower EDC pricing.

Chlor Alkali Products and Vinyls segment income was $64.9 million for the three months ended June 30, 2025 compared to $99.3 million for the same period in 2024, a decrease of $34.4 million.

The decrease in segment results was due to higher raw material and operating costs ($49.5 million), including planned maintenance turnaround expenses, and lower pricing ($8.6 million), primarily EDC, partially offset by higher volumes ($14.4 million) and lower costs associated with products purchased from other parties ($9.3 million).

Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $106.3 million and $105.8 million for the three months ended June 30, 2025 and 2024, respectively.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Chlor Alkali Products and Vinyls sales for the six months ended June 30, 2025 were $1,904.0 million compared to $1,804.9 million for the same period in 2024, an increase of $99.1 million, or 5%.

The sales increase was primarily due to higher volumes, partially offset by lower pricing, primarily EDC.

Chlor Alkali Products and Vinyls segment income was $78.3 million for the three months ended March 31, 2025 compared to $76.6 million for the same period in 2024.

The increase in segment results of $1.7 million was due to higher volumes ($59.9 million), and lower costs associated with products purchased from other parties ($16.0 million), partially offset by lower pricing ($45.7 million), primarily EDC, and higher raw material and operating costs ($28.5 million).

Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $107.2 million and $106.8 million for the three months ended March 31, 2025 and 2024, respectively.

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

Epoxy sales for the three months ended March 31, 2025 were $331.7 million compared to $341.3 million for the same period in 2024, a decrease of $9.6 million, or 3%.

The sales decrease was due to an unfavorable effect of foreign currency translation ($7.3 million) and lower product pricing ($2.3 million).

Epoxy segment loss was $28.4 million for the three months ended March 31, 2025 compared to segment loss of $11.8 million for the same period in 2024.

The decrease in segment results of $16.6 million was due to higher operating costs ($12.2 million), lower product pricing ($2.3 million), which continues to be impacted by significant exports out of Asia into the European and North American markets, and decreased volumes ($2.1 million).

Chlor Alkali Products and Vinyls segment income was $143.2 million for the six months ended June 30, 2025 compared to $175.9 million for the same period in 2024.

The decrease in segment results of $32.7 million was due to lower pricing ($54.3 million), primarily EDC, and higher raw material and operating costs ($47.2 million), including planned maintenance turnaround expenses, partially offset by higher volumes ($43.5 million) and lower costs associated with products purchased from other parties ($25.3 million).

Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $213.5 million and $212.6 million for the six months ended June 30, 2025 and 2024, respectively.

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

Epoxy sales for the three months ended June 30, 2025 were $331.2 million compared to $317.7 million for the same period in 2024, an increase of $13.5 million, or 4%.

The sales increase was due to higher volumes ($24.6 million) and a favorable effect of foreign currency translation ($5.0 million), partially offset by lower product pricing ($16.1 million).

Epoxy segment loss was $23.7 million for the three months ended June 30, 2025 compared to segment loss of $3.0 million for the same period in 2024.

The decrease in segment results of $20.7 million was due to higher operating costs ($24.4 million), including planned maintenance turnaround expenses, and lower product pricing ($16.1 million), offset by lower raw material costs ($18.1 million), primarily benzene and propylene, and increased volumes ($1.7 million), which included an unfavorable product mix.

A significant percentage of our Euro denominated sales are from products manufactured within Europe.

As a result, the impact of foreign currency translation on revenue is primarily offset by the impact of foreign currency translation on raw materials and manufacturing costs also denominated in Euros.

Epoxy segment results included depreciation and amortization expense of $12.8 million and $13.5 million for the three months ended March 31, 2025 and 2024, respectively.

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

Winchester sales were $388.0 million for the three months ended March 31, 2025 compared to $409.4 million for the same period in 2024, a decrease of $21.4 million, or 5%.

The sales decrease was due to lower sales to commercial customers ($86.9 million) and lower sales to law enforcement agencies ($1.2 million), partially offset by higher sales to domestic and international military customers ($66.7 million).

Winchester segment income was $22.8 million for the three months ended March 31, 2025 compared to $72.2 million for the same period in 2024, a decrease of $49.4 million.

The decrease in segment results was due to lower sales volumes ($24.7 million), higher commodity and operating costs ($16.6 million), including propellant cost, and lower product pricing ($8.1 million).

Winchester segment income included depreciation and amortization expense of $9.5 million and $7.9 million for the three months ended March 31, 2025 and 2024, respectively.

Epoxy segment results included depreciation and amortization expense of $13.1 million and $13.4 million for the three months ended June 30, 2025 and 2024, respectively.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Epoxy sales for the six months ended June 30, 2025 were $662.9 million compared to $659.0 million for the same period in 2024, an increase of $3.9 million, or 1%.

The sales increase was due to higher volumes ($24.6 million), partially offset by lower product pricing ($18.4 million) and an unfavorable effect of foreign currency translation ($2.3 million).

Epoxy segment loss was $52.1 million for the six months ended June 30, 2025 compared to segment loss of $14.8 million for the same period in 2024.

The decrease in segment results of $37.3 million was due to higher operating costs ($41.7 million), including planned maintenance turnaround expenses, and lower product pricing ($18.4 million), offset by lower raw material costs ($23.2 million), primarily benzene and propylene, and an unfavorable product mix ($0.4 million).

A significant percentage of our Euro denominated sales are from products manufactured within Europe.

Epoxy segment results included depreciation and amortization expense of $25.9 million and $26.9 million for the six months ended June 30, 2025 and 2024, respectively.

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

Winchester sales were $447.6 million for the three months ended June 30, 2025 compared to $406.0 million for the same period in 2024, an increase of $41.6 million, or 10%.

The sales increase was due to higher sales to military customers and military project revenue ($102.0 million), partially offset by lower sales to commercial customers ($55.2 million) and law enforcement agencies ($5.2 million).

Winchester segment income was $25.0 million for the three months ended June 30, 2025 compared to $70.3 million for the same period in 2024, a decrease of $45.3 million.

The decrease in segment results was due to lower sales volumes ($21.4 million), lower product pricing ($12.7 million), and higher raw material and operating costs ($11.2 million), including commodity metal and propellant costs.

Winchester segment income included depreciation and amortization expense of $7.9 million and $8.3 million for the three months ended June 30, 2025 and 2024, respectively.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Winchester sales were $835.6 million for the six months ended June 30, 2025 compared to $815.4 million for the same period in 2024, an increase of $20.2 million, or 2%.

The sales increase was due to higher sales to military customers and military project revenue ($168.7 million), partially offset by lower sales to commercial customers ($142.1 million) and law enforcement agencies ($6.4 million).

Winchester segment income was $47.8 million for the six months ended June 30, 2025 compared to $142.5 million for the same period in 2024, a decrease of $94.7 million.

The decrease in segment results was due to lower sales volumes ($46.1 million), higher raw material and operating costs ($27.8 million), including commodity metal and propellant costs, and lower product pricing ($20.8 million).

Winchester segment income included depreciation and amortization expense of $17.4 million and $16.2 million for the six months ended June 30, 2025 and 2024, respectively.

Corporate/Other

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

For the three months ended March 31, 2025, charges to income for environmental investigatory and remedial activities were $5.0 million compared to $5.8 million for the three months ended March 31, 2024.

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

For the three months ended June 30, 2025, charges to income for environmental investigatory and remedial activities were $4.8 million compared to $6.4 million for the three months ended June 30, 2024.

These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.

For the three months ended March 31, 2025, other corporate and unallocated costs were $20.0 million compared to $25.8 million for the three months ended March 31, 2024, a decrease of $5.8 million.

The decrease was primarily due lower variable incentive compensation costs ($4.6 million), which includes mark-to-market adjustments on stock-based compensation expense, and a favorable foreign currency impact ($4.7 million).

For the three months ended June 30, 2025, other corporate and unallocated costs were $19.9 million compared to $17.0 million for the three months ended June 30, 2024, an increase of $2.9 million.

The increase was primarily due to higher variable incentive compensation costs ($9.0 million), which includes mark-to-market adjustments on stock-based compensation expense, partially offset by a favorable foreign currency impact ($5.0 million).

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

For the six months ended June 30, 2025, charges to income for environmental investigatory and remedial activities were $9.8 million compared to $12.2 million for the six months ended June 30, 2024.

These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.

For the six months ended June 30, 2025, other corporate and unallocated costs were $39.9 million compared to $42.8 million for the six months ended June 30, 2024, a decrease of $2.9 million.

The decrease was primarily due to a favorable foreign currency impact ($9.7 million), partially offset by higher variable incentive compensation costs ($4.4 million), which includes mark-to-market adjustments on stock-based compensation expense.

Restructurings

In connection with the previously announced Epoxy Optimization Plan, for the three months ended March 31, 2025 and 2024, we recorded restructuring charges of $1.1 million and $3.5 million, respectively.

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

For the three months ended March 31, 2025 and 2024, we incurred charges of $2.9 million and $4.8 million, respectively, associated with other previously disclosed restructuring plans.

We expect to incur additional restructuring charges through 2027 of approximately $35 million related to these actions.

Discussion on our restructuring activity, including a description of each plan, is referenced under Item 1, within Note 4, “Restructuring Charges.” Pretax restructuring charges related to our actions include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs and the write-off of equipment and facilities.

We expect second quarter 2025 operating results from our Chemical businesses to be comparable to the first quarter 2025, despite increased second quarter costs from a delayed first quarter planned maintenance turnaround.

Our Chlor Alkali Products and Vinyls business expects seasonal volume improvements and strengthened caustic soda values in the second quarter.

We expect our Winchester business second quarter 2025 results to improve from first quarter 2025 due to seasonally stronger commercial demand and higher military sales and military project revenue.

Pretax restructuring charges related to our restructuring and optimization efforts include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs and the write-off of equipment and facilities.

Pretax restructuring charges for the three and six months ended June 30, 2025 and 2024, were as follows:

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

2025 2024 2025 2024

Restructuring Charges ($ in millions, except per share data)

Restructuring charges $ 7.4 $ 6.8 $ 11.4 $ 15.1

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

We expect our third quarter 2025 operating results to continue to be impacted by challenging markets with potential higher costs and general uncertainty related to tariffs.

Despite these macroeconomic headwinds, we anticipate our Chemicals businesses operating results will experience seasonally stronger demand, and lower maintenance turnaround expenses from second quarter 2025 levels.

In the third quarter 2025, we expect our Winchester business to experience increased military demand and seasonally stronger commercial sales volumes, partially offset by sequentially higher raw material costs, including tariff-driven commodity metal costs.

Overall, we expect Olin’s third quarter 2025 operating results to be comparable or slightly higher than our second quarter 2025 levels.

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

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In 2025, we currently expect our capital spending to be in the $200 million to $220 million range.

We expect 2025 depreciation and amortization expense to be in the $525 million range.

We expect 2025 depreciation and amortization expense to be approximately $525 million.

We currently believe the 2025 effective tax rate will be in the 25% to 35% range.

We expect cash taxes paid to be $175 million to $200 million primarily for earnings in foreign jurisdictions, including the previously deferred international tax payments expected to be made in 2025.

We expect cash taxes paid to be approximately $175 million, primarily for earnings in foreign jurisdictions, including the previously deferred international tax payments expected to be made in 2025.

ENVIRONMENTAL MATTERS

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

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.

The following table summarizes the environmental liability activity:

Three Months Ended March 31,

Six Months Ended June 30,

Environmental Liabilities ($ in millions)

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Our ability to estimate future costs depends on whether our investigatory and remedial activities are in preliminary or advanced stages.

With respect to unasserted claims, we accrue liabilities for costs that, in our experience, we expect to incur to protect our interests against those unasserted claims.

Our accrued liabilities for unasserted claims amounted to $11.6 million at March 31, 2025.

With respect to unasserted claims,

we accrue liabilities for costs that, in our experience, we expect to incur to protect our interests against those unasserted claims.

Our accrued liabilities for unasserted claims amounted to $11.6 million at June 30, 2025.

With respect to asserted claims, we accrue liabilities based on remedial investigation, feasibility study, remedial action and operation, maintenance and monitoring (OM&M) expenses that, in our experience, we expect to incur in connection with the asserted claims.

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Charges to income for investigatory and remedial efforts may be material to our operating results in 2025.

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

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.

These amounts do not take into account any discounting of future expenditures or any consideration of insurance recoveries or advances in technology.

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Cash Flow Data

Three Months Ended March 31,

Six Months Ended June 30,

Cash Provided by (Used for) ($ in millions)

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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)

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Operating Activities

For the three months ended March 31, 2025, cash provided by operating activities decreased by $167.0 million from the three months ended March 31, 2024, primarily due to a larger increase in working capital compared with the prior year and a decrease in operating results.

For the three months ended March 31, 2025, working capital increased $204.4 million compared to an increase of $89.0 million for the three months ended March 31, 2024.

Receivables increased $98.2 million, primarily due to the timing of sales during the first quarter 2025 compared to fourth quarter 2025.

Inventories increased $43.9 million which reflects normal seasonal growth.

For the six months ended June 30, 2025, cash provided by operating activities decreased by $45.3 million from the six months ended June 30, 2024, primarily due to a decrease in operating results, partially offset by a smaller increase in working capital compared with the prior year period.

For the six months ended June 30, 2025, working capital increased $112.4 million compared to an increase of $166.3 million for the six months ended June 30, 2024.

Receivables increased $34.1 million, primarily due to the timing of sales during the second quarter 2025 compared to the fourth quarter 2024.

Inventories increased $51.8 million from December 31, 2024, which reflects normal seasonal growth.

Income taxes payable, net of income taxes receivable, decreased by $124.3 million from December 31, 2024 primarily due to timing of international tax payments.

Accounts payable and accrued liabilities increased $108.2 million from December 31, 2024, primarily as a result of timing of payments during the first half of 2025.

Investing Activities

Capital spending was $61.4 million for the three months ended March 31, 2025, compared to $44.3 million for the comparable period in 2024.

Capital spending was $92.4 million for the six months ended June 30, 2025, compared to $100.8 million for the comparable period in 2024.

For the full year 2025, we expect our capital spending to be in the $200 million to $220 million range.

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We expect 2025 depreciation and amortization expense to be in the $525 million range.

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

On April 18, 2025, Olin acquired AMMO, Inc.’s small caliber ammunition manufacturing assets for total consideration of $55.8 million.

The acquisition was financed with cash on hand.

For the six months ended June 30, 2024, payments under other long-term supply contracts were $46.7 million for energy modernization on the U.S.

Our payments for this project were completed in the third quarter of 2024.

Financing Activities

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

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)

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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)

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Long-term debt borrowings, net $ 159.8 $ 238.9

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

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

We issued less than 0.1 million and 0.8 million shares representing stock options exercised for the three months ended March 31, 2025 and 2024, respectively, with a total value of $1.9 million and $19.8 million, respectively.

For the three months ended March 31, 2024, we withheld and paid $10.5 million for employee taxes on share-based payment arrangements.

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

In the first quarter of 2025 and 2024, we paid a quarterly dividend of $0.20 per share.

Dividends paid for the three months ended March 31, 2025 and 2024, were $23.0 million and $23.9 million, respectively.

On May 1, 2025, our Board of Directors declared a dividend of $0.20 per share on our common stock, payable on June 13, 2025, to shareholders of record on May 15, 2025.

The payment of cash dividends is subject to the discretion of our Board of Directors and will be determined in light of then-current conditions, including our earnings, our operations, our financial condition, our capital requirements and other factors deemed relevant by our Board of Directors.

In the future, our Board of Directors may change our dividend policy, including the frequency or amount of any dividend, in light of then-existing conditions.

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.

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.

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.

For the six months ended June 30, 2024, we withheld and paid $10.5 million for employee taxes on share-based payment arrangements.

The percentage of total debt to total capitalization increased to 60.1% as of June 30, 2025 from 58.0% as of December 31, 2024, primarily as a result of a higher level of debt outstanding.

In the first and second quarters of 2025 and 2024, we paid a quarterly dividend of $0.20 per share.

Dividends paid for the six months ended June 30, 2025 and 2024, were $46.0 million and $47.6 million, respectively.

Liquidity and Other Financing Arrangements

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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 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.

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.

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

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

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

As of March 31, 2025, December 31, 2024 and March 31, 2024, we had $461.0 million, $475.0 million and $332.4 million, respectively, drawn under the 2024 and 2022 Receivables Financing Agreements.

As of March 31, 2025, $631.0 million of our trade receivables were pledged as collateral and we had $39.0 million of additional borrowing capacity under the 2024 Receivables Financing Agreement.

At March 31, 2025, we had total letters of credit of $161.5 million outstanding, of which $0.4 million were issued under our 2025 Revolving Credit Facility.

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.

At June 30, 2025, we had total letters of credit of $161.4 million outstanding, of which $0.4 million were issued under our 2025 Revolving Credit Facility.

The letters of credit were used to support certain long-term debt obligations, workers compensation insurance policies, plant closure and post-closure obligations, international payment obligations and international pension funding requirements.

Our current debt structure is used to fund our business operations.

As of March 31, 2025, we had long-term borrowings, including the current installment, of $3,035.8 million, of which $1,271.9 million were at variable rates.

Included within long-term borrowings on the condensed balance sheets were deferred debt issuance costs of $20.7 million as of March 31, 2025.

We believe, based on current and projected levels of cash flow from our operations, together with our cash and cash equivalents on hand and the availability to borrow under our 2025 Revolving Credit Facility and 2024 Receivables Financing Agreement, we have sufficient liquidity to meet our short-term and long-term needs, to make required payments of interest on our debt, fund our operating needs, working capital and our capital expenditure requirements, and comply with the financial ratios in our debt agreements.

On December 11, 2024, our Board of Directors approved a share repurchase program with a $1.3 billion authorization (the 2024 Repurchase Authorization).

The Board of Directors previously authorized share repurchases with a $2.0 billion authorization on July 28, 2022 (the 2022 Repurchase Authorization).

As of June 30, 2025, we had long-term borrowings, including the current installment, of $2,996.7 million, of which $1,231.8 million were at variable rates.

Included within long-term borrowings on the condensed balance sheets were deferred debt issuance costs of $19.7 million as of June 30, 2025.

We believe, based on current and projected levels of cash flow from our operations, together with our cash and cash equivalents on hand and the availability to borrow under our 2025 Revolving Credit Facility and 2024 Receivables Financing Agreement, we have the ability to access sufficient liquidity to meet our short-term and long-term needs, to make required payments of interest on our debt, fund our operating needs, working capital and our capital expenditure requirements, and comply with the financial ratios and other covenants and restrictions in our debt agreements.

On December 11, 2024, our Board of Directors approved a share repurchase program with a $1.3 billion authorization (2024 Repurchase Authorization).

The Board of Directors previously authorized share repurchases with a $2.0 billion authorization on July 28, 2022 (2022 Repurchase Authorization).

The 2024 Repurchase Authorization and 2022 Repurchase Authorization will terminate upon the purchase of $1.3 billion and $2.0 billion of common stock, respectively.

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

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

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

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

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 $1,968.9 million of common stock remained authorized to be repurchased under the 2022 Repurchase Authorization and 2024 Repurchase Authorization programs.

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

Credit Ratings

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Fitch Ratings (Fitch), Moody's Investor Service (Moody's) and Standard & Poor's (S&P).

The following table summarizes our credit ratings as of March 31, 2025:

The following table summarizes our credit ratings as of June 30, 2025:

Credit Rating Agency Long-term Rating Outlook

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Standard & Poor’s BB+ Stable

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

On March 12, 2025, Fitch affirmed Olin’s BBB- rating and stable outlook.

On August 8, 2024, S&P affirmed Olin’s BB+ rating and revised its outlook from positive to stable.

On June 24, 2024, Moody’s affirmed Olin’s Ba1 rating and stable outlook.

Contractual Obligations

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There have been no material changes in our contractual obligations and commitments as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, other than those which occur in the ordinary course of business.

Critical Accounting Estimates

Refer to “Critical Accounting Estimates” contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 for a complete discussion of our critical accounting estimates.

There have been no material changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended December 31, 2024.

New Accounting Pronouncements

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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 2. Management’s Discussion and Analysis