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BUSINESS BACKGROUND
Olin Corporation (Olin, the Company, we or our) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO. We are a leading vertically integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. Our operations are concentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. All of our business segments are capital-intensive manufacturing businesses. The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride (EDC) and vinyl chloride monomer (VCM), methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, hydrochloric acid, hydrogen, bleach products and potassium hydroxide. The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone and phenol), allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and formulated solutions products such as converted epoxy resins and additives. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, industrial cartridges and clay targets, along with contracted U.S. military project revenue.
EXECUTIVE SUMMARY
Overview
Net (loss) income for the three and six months ended June 30, 2026 was $(13.3) million and $(96.3) million, respectively, compared to $(1.3) million and $0.1 million, for the prior year periods, respectively. The lower earnings for the three and six months ended June 30, 2026 were primarily due to lower Chlor Alkali Products and Vinyls operating results, partially offset by improved operating results from our Epoxy segment. Diluted net (loss) income per share was $(0.12) and $(0.85) for the three and six months ended June 30, 2026, respectively, compared to $(0.01) and $0.00 in the prior year periods, respectively.
Chlor Alkali Products and Vinyls reported segment income of $53.4 million and $8.9 million for the three and six months ended June 30, 2026, respectively. Second quarter 2026 segment results were negatively impacted by $40.1 million from operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales. The remaining increase in segment results for the three months ended June 30, 2026 from the comparable prior year period was primarily due to higher caustic soda and EDC pricing and lower operating costs. The remaining decrease in segment results for the six months ended June 30, 2026 from the comparable prior year period was primarily due to lower product pricing and volumes, a $36.1 million charge associated with legacy litigation matters and higher raw material costs, primarily natural gas and electrical power costs, partially offset by lower operating costs.
Epoxy reported a segment income of $16.0 million and $13.1 million for the three and six months ended June 30, 2026, respectively. Epoxy segment results for the three months ended June 30, 2026 were higher than the comparable prior year period primarily due to higher product pricing and lower operating costs, partially offset by higher raw material costs. Epoxy segment results for the six months ended June 30, 2026 were higher than the comparable prior year period primarily due to lower operating costs and higher volumes. Global epoxy demand remains weak, and our U.S. and European Epoxy businesses remain significantly challenged by subsidized Asian competition.
Winchester reported segment income of $28.1 million and $43.3 million for the three and six months ended June 30, 2026, respectively. Winchester segment results for the three months ended June 30, 2026 were higher than the comparable prior year period primarily due to higher commercial ammunition pricing, higher volumes and improved military project revenue, partially offset by higher raw material costs, primarily commodity metals costs, and higher operating costs. Winchester segment results for the six months ended June 30, 2026 were lower than the comparable prior year period as higher raw material and operating costs were partially offset by increased commercial ammunition pricing, higher volumes and improved military project revenue.
Proposed Merger
On June 15, 2026, Olin entered into a definitive agreement with Huntsman Corporation (Huntsman) to combine in an all-stock merger of equals transaction (the Merger Agreement) to form a combined company, OlinHuntsman Corporation.
Pursuant to the terms of the Merger Agreement, at the effective time of the transaction, each issued and outstanding share of Huntsman common stock will be converted into the right to receive 0.5476 shares of Olin common stock. Upon completion of the transaction, existing Olin shareholders are expected to own approximately 54.5% of the combined company and existing Huntsman stockholders are expected to own approximately 45.5% of the combined company.
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The consummation of the merger is subject to the satisfaction of customary closing conditions, including the receipt of required regulatory approvals and approval of the merger by both Olin shareholders and Huntsman stockholders. The transaction is expected to close in the first half of 2027.
For both the three and six months ended June 30, 2026, we incurred acquisition-related costs of $10.6 million which included costs associated with advisory, legal, accounting, and other professional fees.
Liquidity
On February 19, 2026, we executed an amendment to our existing $1,850.0 million senior credit facility (Senior Secured Credit Facility) which, among other things, modified the financial covenants to be less restrictive and incorporated guarantees and collateral by certain of our domestic subsidiaries. The maturity date for the Senior Secured Credit Facility remains March 14, 2030.
During the six months ended June 30, 2026, we had net borrowings of $202.3 million, with $210.0 million borrowed under our Senior Secured Revolving Credit Facility (defined below), which was partially used to satisfy the $109.7 million remaining principal amortization payments under the Secured Term Loan Facility (defined below).
International Trade
Tariffs and trade flows continue to influence the demand outlook amid varying market responses. Following the February 20, 2026, U.S. Supreme Court ruling that struck down broad emergency‑based tariffs issued under the International Emergency Economic Powers Act (IEEPA), the U.S. administration has begun recalibrating its tariff strategy through other legal alternatives, including expanded use of Section 301 investigations. Following the U.S. Supreme Court ruling, certain importers have begun pursuing tariff‑recovery claims related to previously assessed duties. While we continue to monitor these developments, the financial impact of tariff‑recovery opportunities or obligations has not been significant to our businesses. We also continue to monitor the direct and indirect impact from tariffs on goods being imported into the United States and the competitiveness of our export products in markets that implement retaliatory tariffs.
Additionally, although Winchester procures the majority of metals domestically, we have realized price inflation that we believe is partially tariff‑driven for the domestic supply of copper, steel, and tungsten products. Winchester has also experienced secondary effects from suppliers consuming tariff‑impacted metals in their end products. Winchester continuously monitors market trends and works to mitigate those and other cost increases through economies of scale in procurement and efficient sourcing practices.
Middle East Conflict
The escalation of conflict in the Middle East, including escalating tensions with Iran, and the international response to these developments, has increased the level of economic and political uncertainty across global markets. The conflict has contributed to heightened volatility in global supply and demand fundamentals, particularly within energy‑linked and regionally sensitive markets. Sanctions and policy actions from the U.S. and other governments continue to evolve, and the broader implications of the conflict on global economic conditions remain fluid. We continue to closely monitor the changing environment. As of now, the direct impact on our operations has not been significant; however, we are unable to determine the future impact that the conflict and the corresponding global response may have on our business.
Other Items
On September 18, 2025, we announced a mutual decision with Mitsui & Co., Ltd. (Mitsui) to end our joint venture, Blue Water Alliance (BWA), by the end of 2025. This decision was made to evolve our EDC participation by emphasizing longer-term structural opportunities that enhance value and optionality. In connection with the continued cessation of the joint venture, during the first quarter 2026, we paid a cash distribution of $31.3 million to Mitsui for the liquidation of BWA working capital.
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CONSOLIDATED RESULTS OF OPERATIONS
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
($ in millions, except per share data)
Sales $ 1,741.9 $ 1,758.3 $ 3,324.9 $ 3,402.5
Cost of goods sold 1,571.7 1,620.2 3,078.9 3,115.7
Gross margin 170.2 138.1 246.0 286.8
Selling and administrative 102.7 95.2 247.7 196.2
Restructuring charges 10.5 7.4 19.6 11.4
Acquisition-related costs 10.6 — 10.6 —
Other operating income (expense) 0.1 (0.2) 0.1 (0.2)
Operating income (loss) 46.5 35.3 (31.8) 79.0
Losses of non-consolidated affiliates (1.0) (1.4) (2.4) (1.4)
Interest expense, net (44.3) (45.6) (86.4) (92.9)
Non-operating pension income 2.6 4.9 6.1 10.6
Income (loss) before taxes 3.8 (6.8) (114.5) (4.7)
Income tax provision (benefit) 17.1 (4.0) (18.2) (3.1)
Net loss (13.3) $ (2.8) (96.3) (1.6)
Net loss attributable to noncontrolling interests — (1.5) — (1.7)
Net (loss) income attributable to Olin Corporation $ (13.3) $ (1.3) $ (96.3) $ 0.1
Net (loss) income attributable to Olin Corporation per common share:
Basic $ (0.12) $ (0.01) $ (0.85) $ —
Diluted $ (0.12) $ (0.01) $ (0.85) $ —
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
Sales for the three months ended June 30, 2026 were $1,741.9 million compared to $1,758.3 million in the same period last year, a decrease of $16.4 million, or 1%. Chlor Alkali Products and Vinyls sales decreased by $160.0 million primarily due to lower sales volumes, partially offset by higher pricing. Epoxy sales increased by $90.9 million, primarily due to higher volumes and higher pricing. Winchester sales increased by $52.7 million, primarily due to higher ammunition sales to commercial and military customers and increased military project revenue.
Gross margin increased $32.1 million for the three months ended June 30, 2026 compared to the prior year period. Epoxy gross margin increased $39.6 million, primarily due to higher product pricing and lower operating costs, partially offset by higher raw material costs. Winchester gross margin increased $8.1 million, primarily due to higher product pricing and higher volumes, partially offset by higher raw material and operating costs. Chlor Alkali Products and Vinyls gross margin decreased $14.7 million, primarily due to operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales, partially offset by higher product pricing and lower operating costs. Gross margin as a percentage of sales increased to 10% during the three months ended June 30, 2026 from 8% during the three months ended June 30, 2025.
Selling and administrative expenses for the three months ended June 30, 2026 were $102.7 million, an increase of $7.5 million from the prior year period. The increase was primarily due to an unfavorable foreign currency impact of $5.6 million and higher legal and legal-related settlement expenses of $2.1 million, partially offset by lower stock-based compensation costs of $3.0 million, which includes mark-to-market adjustments. Selling and administrative expenses as a percentage of sales was 6% and 5% for the three months ended June 30, 2026 and 2025, respectively.
Restructuring charges for the three months ended June 30, 2026 and 2025 were $10.5 million and $7.4 million, respectively. Restructuring charges include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs, and the write off of equipment and facilities.
Acquisition-related costs for the three months ended June 30, 2026 of $10.6 million included costs associated with advisory, legal, accounting, and other professional fees associated with Olin’s pending merger with Huntsman.
Losses of non-consolidated affiliates relate to Olin’s equity share of the Hidrogenii, LLC joint venture.
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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 June 30, 2026 compared to the prior year period primarily due to higher actuarial losses recognized to income.
The Company’s effective tax rate fluctuates from period to period based on several factors, including the geographic mix of earnings, the level of income or loss relative to available tax attributes, the recognition of valuation allowances in certain jurisdictions, and discrete tax items. For the three months ended June 30, 2026, the Company recorded income before income taxes of $3.8 million and an associated income tax provision of $17.1 million, resulting in an effective tax rate of 450.0%. The income tax provision for the three months ended June 30, 2026 was primarily attributable to the income before income taxes for the period, an expense from prior year tax positions and the impact from a lower estimated annual effective tax rate compared with the prior quarter. For the three months ended June 30, 2025, the Company recorded a loss before income taxes of $(6.8) million and an associated income tax benefit of $(4.0) million, resulting in an effective tax rate of 58.8%. The income tax benefit for the three months ended June 30, 2025 was primarily attributable to a loss before taxes for the period, a release of valuation allowances on domestic state net operating losses and Inflation Reduction Act (IRA) investment tax credits recognized during the period.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Sales for the six months ended June 30, 2026 were $3,324.9 million compared to $3,402.5 million in the same period last year, a decrease of $77.6 million, or 2%. Chlor Alkali Products and Vinyls sales decreased by $327.6 million primarily due to lower pricing and volumes. Epoxy sales increased by $114.8 million, primarily due to higher volumes and pricing. Winchester sales increased by $135.2 million, primarily due to increased military project revenue and higher ammunition sales to military and commercial customers.
Gross margin decreased $40.8 million for the six months ended June 30, 2026 compared to the prior year period. Chlor Alkali Products and Vinyls gross margin decreased $107.4 million, primarily due to lower product pricing and volumes, operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales and higher raw material costs, partially offset by lower operating costs. Epoxy gross margin increased $65.5 million, primarily due to lower operating costs and higher sales volumes. Winchester gross margin increased $2.7 million, primarily due to higher pricing and sales volumes, partially offset by higher raw material and operating costs. Gross margin as a percentage of sales decreased to 7% during the six months ended June 30, 2026 from 8% during the six months ended June 30, 2025.
Selling and administrative expenses for the six months ended June 30, 2026 were $247.7 million, an increase of $51.5 million from the prior year period. The increase was primarily due to higher legal and legal-related settlement expenses of $39.3 million, which includes a first quarter 2026 charge of $36.1 million associated with legacy litigation matters, an unfavorable foreign currency impact of $9.4 million and higher stock-based compensation costs of $7.0 million, which includes mark-to-market adjustments. Selling and administrative expenses as a percentage of sales was 7% and 6% for the six months ended June 30, 2026 and 2025, respectively.
Restructuring charges for the six months ended June 30, 2026 and 2025 were $19.6 million and $11.4 million, respectively. Restructuring charges include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs, and the write off of equipment and facilities.
Acquisition-related costs for the six months ended June 30, 2026 of $10.6 million included costs associated with advisory, legal, accounting, and other professional fees associated with Olin’s pending merger with Huntsman.
Losses of non-consolidated affiliates relate to Olin’s equity share of the Hidrogenii, LLC joint venture.
Interest expense, net for the six months ended June 30, 2026 and 2025 included $0.2 million and $3.3 million, respectively, for the write-off of unamortized deferred debt issuance costs associated with financing transactions. Without these items, interest expense, net, for the six months ended June 30, 2026 decreased $3.4 million from June 30, 2025, primarily due to lower average interest rates.
Non-operating pension income includes all components of pension and other postretirement net periodic benefit (income) cost, other than service costs. Non-operating pension income was lower for the six months ended June 30, 2026 compared to the prior year period primarily due to higher actuarial losses recognized to income.
The Company’s effective tax rate fluctuates from period to period based on several factors, including the geographic mix of earnings, the level of income or loss relative to available tax attributes, the recognition of valuation allowances in certain jurisdictions, and discrete tax items. For the six months ended June 30, 2026, the Company recorded a loss before income taxes of $(114.5) million and an associated income tax benefit of $(18.2) million, resulting in an effective tax rate of 15.9%. The income tax benefit for the six months ended June 30, 2026 was primarily attributable to the loss before income taxes for the period and IRA production tax credits recognized during the period, partially offset by an expense from prior year tax positions.
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For the six months ended June 30, 2025, the Company recorded a loss before income taxes of $(4.7) million and an associated income tax benefit of $(3.1) million, resulting in an effective tax rate of 66.0%. The income tax benefit for the six months ended June 30, 2025 was primarily attributable to a loss before taxes for the period, an income tax benefit associated with a release of valuation allowances on domestic state net operating losses and IRA investment tax credits recognized during the period.
SEGMENT RESULTS
We define segment results as income (loss) before interest expense, net, other operating income (expense), non-operating pension income, other income and income taxes, and includes the results of non-consolidated affiliates in segment results consistent with management’s monitoring of the operating segments. We have three operating segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. The three operating segments reflect the organization used by our management for purposes of allocating resources and assessing performance and represents our reportable segments. Chlorine and caustic soda used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Segment Detail ($ in millions)
Sales
Chlor Alkali Products and Vinyls $ 819.5 $ 979.5 $ 1,576.4 $ 1,904.0
Epoxy 422.1 331.2 777.7 662.9
Winchester 500.3 447.6 970.8 835.6
Total sales $ 1,741.9 $ 1,758.3 $ 3,324.9 $ 3,402.5
Income (loss) before taxes
Chlor Alkali Products and Vinyls $ 53.4 $ 64.9 $ 8.9 $ 143.2
Epoxy 16.0 (23.7) 13.1 (52.1)
Winchester 28.1 25.0 43.3 47.8
Corporate/other:
Environmental expense (5.7) (4.8) (10.9) (9.8)
Other corporate and unallocated costs (25.3) (19.9) (58.5) (39.9)
Restructuring charges (10.5) (7.4) (19.6) (11.4)
Acquisition-related costs (10.6) — (10.6) —
Other operating income (expense) 0.1 (0.2) 0.1 (0.2)
Interest expense, net (44.3) (45.6) (86.4) (92.9)
Non-operating pension income 2.6 4.9 6.1 10.6
Income (loss) before taxes $ 3.8 $ (6.8) $ (114.5) $ (4.7)
Chlor Alkali Products and Vinyls
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
Chlor Alkali Products and Vinyls sales for the three months ended June 30, 2026 were $819.5 million compared to $979.5 million for the same period in 2025, a decrease of $160.0 million, or 16%. The sales decrease was due to lower sales volumes, primarily as a result of lower trading volumes associated with Blue Water Alliance, partially offset by higher pricing.
Chlor Alkali Products and Vinyls segment income was $53.4 million for the three months ended June 30, 2026 compared to segment income of $64.9 million for the same period in 2025, a decrease of $11.5 million. The decrease in segment income was primarily due to operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales ($40.1 million), and lower volumes ($3.8 million). These decreases were partially offset by lower operating costs ($15.9 million), higher pricing ($13.5 million), lower product purchases from other parties ($2.4 million) and lower raw material costs ($0.6 million). Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $98.1 million and $106.3 million for the three months ended June 30, 2026 and 2025, respectively.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Chlor Alkali Products and Vinyls sales for the six months ended June 30, 2026 were $1,576.4 million compared to $1,904.0 million for the same period in 2025, a decrease of $327.6 million, or 17%. The sales decrease was due to lower sales
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volumes, primarily as a result of lower trading volumes associated with Blue Water Alliance, and lower pricing.
Chlor Alkali Products and Vinyls segment income was $8.9 million for the six months ended June 30, 2026 compared to segment income of $143.2 million for the same period in 2025, a decrease of $134.3 million. The decrease in segment income was due to lower pricing ($50.0 million), lower volumes ($47.8 million), operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales ($40.1 million), a charge associated with legacy litigation matters ($36.1 million) and higher raw material costs ($29.0 million), primarily natural gas and electrical power costs. These decreases were partially offset by lower operating costs ($59.4 million) and lower costs associated with product purchased from other parties ($9.3 million). Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $191.3 million and $213.5 million for the six months ended June 30, 2026 and 2025, respectively.
Epoxy
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
Epoxy sales for the three months ended June 30, 2026 were $422.1 million compared to $331.2 million for the same period in 2025, an increase of $90.9 million, or 27%. The sales increase was due to higher volumes ($50.3 million), higher product pricing ($33.3 million) and a favorable effect of foreign currency translation ($7.3 million).
Epoxy segment income was $16.0 million for the three months ended June 30, 2026 compared to segment loss of $(23.7) million for the same period in 2025. The increase in segment results of $39.7 million was due to higher product pricing ($33.3 million), lower operating costs ($14.8 million) and higher volumes ($6.1 million), partially offset by higher raw material costs ($14.5 million), primarily benzene and propylene. 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 $11.7 million and $13.1 million for the three months ended June 30, 2026 and 2025, respectively.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Epoxy sales for the six months ended June 30, 2026 were $777.7 million compared to $662.9 million for the same period in 2025, an increase of $114.8 million, or 17%. The sales increase was due to higher volumes ($83.2 million), a favorable effect of foreign currency translation ($22.8 million) and higher product pricing ($8.8 million).
Epoxy segment income was $13.1 million for the six months ended June 30, 2026 compared to segment loss of $(52.1) million for the same period in 2025. The increase in segment results of $65.2 million was due to lower operating costs ($39.5 million), higher volumes ($11.7 million), higher product pricing ($8.8 million) and lower raw material costs ($5.2 million), primarily benzene and propylene. 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 $23.6 million and $25.9 million for the six months ended June 30, 2026 and 2025, respectively.
Winchester
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
Winchester sales were $500.3 million for the three months ended June 30, 2026 compared to $447.6 million for the same period in 2025, an increase of $52.7 million, or 12%. The sales increase was due to higher sales to commercial customers ($22.7 million), higher sales to military customers and military project revenue ($27.0 million) and higher sales to law enforcement agencies ($3.0 million).
Winchester segment income was $28.1 million for the three months ended June 30, 2026 compared to $25.0 million for the same period in 2025, an increase of $3.1 million. The increase in segment results was primarily due to higher product pricing ($18.6 million) and higher sales volume and military project revenue ($9.2 million), partially offset by higher raw material and operating costs ($24.7 million), including commodity metal and propellant costs. Winchester segment income included depreciation and amortization expense of $8.8 million and $7.9 million for the three months ended June 30, 2026 and 2025, respectively.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Winchester sales were $970.8 million for the six months ended June 30, 2026 compared to $835.6 million for the same period in 2025, an increase of $135.2 million, or 16%. The sales increase was due to higher sales to military customers and
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military project revenue ($101.4 million) and higher sales to commercial customers ($35.6 million), partially offset by lower sales to law enforcement agencies ($1.8 million).
Winchester segment income was $43.3 million for the six months ended June 30, 2026 compared to $47.8 million for the same period in 2025, a decrease of $4.5 million. The decrease in segment results was primarily due to higher raw material and operating costs ($38.9 million), including commodity metal and propellant costs, partially offset by higher product pricing ($23.7 million) and higher sales volume and military project revenue ($10.7 million). Winchester segment income included depreciation and amortization expense of $17.7 million and $17.4 million for the six months ended June 30, 2026 and 2025, respectively.
Corporate/Other
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
For the three months ended June 30, 2026, charges to income for environmental investigatory and remedial activities were $5.7 million compared to $4.8 million for the three months ended June 30, 2025. 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 June 30, 2026, other corporate and unallocated costs were $25.3 million compared to $19.9 million for the three months ended June 30, 2025, an increase of $5.4 million. The increase was primarily due to an unfavorable foreign currency impact ($5.6 million), partially offset by lower stock-based compensation costs ($3.0 million), which includes mark-to-market adjustments.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
For the six months ended June 30, 2026, charges to income for environmental investigatory and remedial activities were $10.9 million compared to $9.8 million for the six months ended June 30, 2025. 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, 2026, other corporate and unallocated costs were $58.5 million compared to $39.9 million for the six months ended June 30, 2025, an increase of $18.6 million. The increase was primarily due to an unfavorable foreign currency impact ($9.4 million) and higher stock-based compensation costs ($7.0 million), which includes mark-to-market adjustments.
Restructurings
Pretax restructuring charges related to our restructuring and optimization efforts include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs and the write-off of equipment and facilities.
Pretax restructuring charges for the three and six months ended June 30, 2026 and 2025, were as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Restructuring Charges ($ in millions)
Restructuring charges $ 10.5 $ 7.4 $ 19.6 $ 11.4
We have included additional information with respect to our restructuring charges within Item 1, within Note 4, “Restructuring Charges” of our notes to condensed financial statements.
OUTLOOK
In the second quarter 2026, we saw sequential improvement across all our business segments despite significant global volatility. We expect third quarter 2026 operating results from our Chemical businesses to be comparable to the second quarter 2026, as ongoing operating issues at our VCM facility in Freeport, TX and weaker EDC pricing are offset by seasonally stronger caustic soda demand. In the third quarter 2026, we expect our Winchester business to experience seasonally improved commercial demand. Overall, we expect Olin’s third quarter 2026 operating results to be comparable to or slightly lower than our second quarter 2026 levels.
Other corporate and unallocated costs in 2026 are expected to be higher than the $85.7 million in 2025.
In 2026, we expect to incur approximately $35 million to $40 million in acquisition-related costs associated with our anticipated merger with Huntsman.
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During 2026, we anticipate environmental expenses in the $25 million to $30 million range, compared to $24.5 million in 2025.
We expect non-operating pension income in 2026 to be lower than the $20.6 million in 2025. Based on our plan assumptions and estimates, we do not expect to make any cash contributions to our domestic qualified defined benefit pension plan in 2026. We have several international qualified defined benefit pension plans for which we anticipate cash contributions of less than $5 million in 2026.
During 2026, we expect to pay approximately $195 million to Shintech associated with the litigation matter discussed within Note 18 “Commitments and Contingencies,” of the notes to condensed financial statements, and previously recorded accruals for a VCM pricing dispute with Shintech.
In 2026, we currently expect our capital spending to be approximately $200 million. We expect 2026 depreciation and amortization expense to be approximately $475 million.
We currently believe the 2026 effective tax rate will be in the 20% to 30% range. We expect to receive refunds from prior years related to the clean hydrogen production tax credit under Section 45V as part of the Inflation Reduction Act of 2022. Factoring in these refunds, we expect cash taxes to be in the range of a net refund of $20 million to a net payment of $20 million.
ENVIRONMENTAL MATTERS
Environmental provisions charged to income, which are included in cost of goods sold, were $5.7 million and $4.8 million for the three months ended June 30, 2026 and 2025, respectively, and $10.9 million and $9.8 million for the six months ended June 30, 2026 and 2025, respectively.
The following table summarizes the environmental liability activity:
Six Months Ended June 30,
2026 2025
Environmental Liabilities ($ in millions)
Balance at beginning of year $ 156.3 $ 156.5
Charges to income 10.9 9.8
Remedial and investigatory spending (8.7) (11.1)
Balance at end of period $ 158.5 $ 155.2
Environmental investigatory and remediation activities spending was associated with former waste disposal sites and past manufacturing operations. Spending in 2026 for investigatory and remedial efforts, the timing of which is subject to regulatory approvals and other uncertainties, is estimated to be approximately $30 million. Cash outlays for remedial and investigatory activities associated with former waste disposal sites and past manufacturing operations were not charged to income, but instead, were charged to reserves established for such costs identified and expensed to income in prior periods. Associated costs of investigatory and remedial activities are provided for in accordance with generally accepted accounting principles governing probability and the ability to reasonably estimate future costs. Our ability to estimate future costs depends on whether our investigatory and remedial activities are in preliminary or advanced stages. With respect to unasserted claims, we accrue liabilities for costs that, in our experience, we expect to incur to protect our interests against those unasserted claims. Our accrued liabilities for unasserted claims amounted to $11.4 million at June 30, 2026. With respect to asserted claims, we accrue liabilities based on remedial investigation, feasibility study, remedial action and operation, maintenance and monitoring (OM&M) expenses that, in our experience, we expect to incur in connection with the asserted claims. Required site OM&M expenses are estimated and accrued in their entirety for required periods not exceeding 30 years, which reasonably approximates the typical duration of long-term site OM&M. Charges to income for investigatory and remedial efforts may be material to our operating results in 2026.
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The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites as follows:
June 30, 2026 December 31, 2025 June 30, 2025
Environmental Reserve Balance Sheet Location ($ in millions)
Current reserve Accrued Liabilities $ 30.0 $ 30.0 $ 30.0
Long-term reserve Other noncurrent liabilities 128.5 126.3 125.2
Total reserve $ 158.5 $ 156.3 $ 155.2
These amounts do not take into account any discounting of future expenditures or any consideration of insurance recoveries or advances in technology. These liabilities are reassessed periodically to determine if environmental circumstances have changed and/or remediation efforts and our estimate of related costs have changed. As a result of these reassessments, future charges to income may be made for additional liabilities.
Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting from investigatory studies, advances in technology, changes in environmental laws and regulations and their application, changes in regulatory authorities, the scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other Potentially Responsible Parties (PRPs), our ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs. It is possible that some of these matters (the outcomes of which are subject to various uncertainties) may be resolved unfavorably to us, which could materially adversely affect our financial position, cash flows or results of operations.
LEGAL MATTERS AND CONTINGENCIES
Discussion of legal matters and contingencies can be referred to under Item 1, within Note 18, “Commitments and Contingencies” of our notes to condensed financial statements.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow Data
Six Months Ended June 30,
2026 2025
Cash Provided by (Used for) ($ in millions)
Net operating activities $ (40.7) $ 126.3
Capital expenditures (72.7) (92.4)
Business acquired in purchase transaction, net of cash acquired — (55.8)
Net investing activities (75.6) (152.3)
Long-term debt borrowings, net 202.3 159.8
Common stock repurchased and retired — (30.3)
Dividends paid (45.6) (46.0)
Distributions to noncontrolling interests (31.3) —
Net financing activities 126.3 73.4
Operating Activities
For the six months ended June 30, 2026, net cash provided by operating activities decreased $167.0 million compared with the six months ended June 30, 2025. The decrease was primarily due to lower operating results and a larger use of cash for working capital compared to the prior year period. For the six months ended June 30, 2026, working capital increased $183.0 million compared to an increase of $112.4 million for the six months ended June 30, 2025. Receivables increased $149.0 million, primarily due to the timing of sales during the second quarter 2026 compared to the fourth quarter 2025. Inventories increased by $65.9 million, which reflects normal seasonal growth. Accounts payable and accrued liabilities increased $42.5 million from December 31, 2025, which includes a decrease of approximately $93 million of previously accrued reserves for payments associated with a litigation matter discussed within Note 18 “Commitments and Contingencies,” of the notes to condensed financial statements.
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Investing Activities
Capital spending was $72.7 million for the six months ended June 30, 2026, compared to $92.4 million for the comparable period in 2025. For the full year 2026, we expect our capital spending to be in the $200 million range. Our capital spending forecast represents normal capital spending to maintain our current operating facilities. We expect 2026 depreciation and amortization expense to be in the $475 million range.
On April 18, 2025, Olin acquired AMMO, Inc.’s small caliber ammunition manufacturing assets for total consideration of $55.8 million. The acquisition was financed with cash on hand.
Financing Activities
During the six months ended June 30, 2026 and 2025, activity of our outstanding debt was as follows:
Six Months Ended June 30,
2026 2025
Long-term Debt Borrowings (Repayments) ($ in millions)
Borrowings
Term Loan Facilities $ — $ 650.0
Revolving Credit Facilities 361.6 510.0
2024 Receivables Financing Agreement 215.0 570.0
6.625% senior notes, due 2033 (2033 Notes) — 600.0
Total borrowings 576.6 2,330.0
Repayments
Term Loan Facilities (109.7) (336.6)
Revolving Credit Facilities (151.6) (645.0)
2024 Receivables Financing Agreement (113.0) (580.0)
9.50% senior notes, due 2025 (2025 Notes) — (108.6)
5.125% senior notes, due 2027 (2027 Notes) — (500.0)
Total repayments (374.3) (2,170.2)
Long-term debt borrowings, net $ 202.3 $ 159.8
For the six months ended June 30, 2026, we paid debt issuance costs of $2.1 million associated with the Senior Secured Credit Facility. 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 (defined below).
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.
In connection with the continued cessation of our BWA joint venture, during the first quarter 2026, we paid a cash distribution of $31.3 million to Mitsui for the liquidation of BWA working capital.
We issued 0.2 million and less than 0.1 million shares representing stock options exercised for the six months ended June 30, 2026 and 2025, respectively, with a total value of $3.0 million and $1.9 million, respectively.
The percentage of total debt to total capitalization increased to 63.9% as of June 30, 2026 from 60.2% as of December 31, 2025, as a result of lower shareholders’ equity, primarily due to our operating results, dividends paid, and a distribution to our non-controlling interest and a higher level of debt outstanding.
In the first and second quarters of 2026 and 2025, we paid a quarterly dividend of $0.20 per share. Dividends paid for the six months ended June 30, 2026 and 2025, were $45.6 million and $46.0 million, respectively.
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.
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Liquidity and Other Financing Arrangements
Our principal sources of liquidity are from cash and cash equivalents, cash flow from operations and borrowings under our Senior Secured Revolving Credit Facility and our 2024 Receivables Financing Agreement (as defined below). Additionally, we believe that we have access to the high-yield debt and equity markets.
On March 14, 2025, Olin 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), which replaced Olin’s then-existing $350.0 million term loan facility (2022 Term Loan Facility), and a revolving credit facility with aggregate commitments of $1,200.0 million (2025 Revolving Credit Facility), which replaced Olin’s then-existing $1,200.0 million revolving credit facility (2022 Revolving Credit Facility).
On February 19, 2026, we executed an amendment to the 2025 Senior Credit Facility (Senior Secured Credit Facility) which, among other things, modified the financial covenants to be less restrictive and incorporated guarantees and collateral by certain of our domestic subsidiaries. The Senior Secured Credit Facility maintained the 2025 Term Loan Facility, as amended (Secured Term Loan Facility, and collectively with the 2025 Term Loan Facility and the 2022 Term Loan Facility, the Term Loan Facilities), and the 2025 Revolving Credit Facility, as amended (Senior Secured Revolving Credit Facility, and collectively with the 2025 Revolving Credit Facility and 2022 Revolving Credit Facility, the Revolving Credit Facilities). The amendment required all remaining principal amortization payments under the Secured Term Loan Facility to be satisfied. Borrowings under the Senior Secured Revolving Credit Facility were used to satisfy the $109.7 million remaining principal amortization payments under the Secured Term Loan Facility. The maturity date for the Senior Secured Credit Facility remains March 14, 2030. At June 30, 2026, we had $210.0 million of borrowings and $0.4 million of letters of credit issued under our Senior Secured Revolving Credit Facility and $989.6 million of undrawn commitments.
The obligations under the Senior Secured Credit Facility are guaranteed by certain of our domestic subsidiaries. The obligations under the Senior Secured Credit Facility are also secured by liens on substantially all of Olin’s and the subsidiary guarantors’ personal property (Collateral), other than certain principal properties and capital stock of subsidiaries, and subject to certain other exceptions. Substantially all guarantees under the Senior Secured Credit Facility and liens on Collateral will be released automatically upon notice by Olin, or after September 30, 2027, at which time all covenant reliefs expire.
Under the Senior Secured Credit Facility, we may select various floating rate borrowing options. The actual interest rate paid on borrowings under the Senior Secured Credit Facility is based on a pricing grid which is dependent upon the net leverage ratio as calculated under the terms of the applicable facility for the prior fiscal quarter. The Senior Secured Credit Facility includes various customary restrictive covenants, including restrictions related to the ratio of secured debt to earnings before interest expense, taxes, depreciation and amortization (net leverage ratio) and the ratio of earnings before interest expense, taxes, depreciation and amortization to interest expense (coverage ratio). The calculation of secured debt in our net leverage ratio excludes borrowings under the 2024 Receivables Financing Agreement (defined below), up to a maximum of $425.0 million.
On March 14, 2025, Olin issued $600.0 million aggregate principal amount of 6.625% senior notes due April 1, 2033 (2033 Notes), in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. Interest on the 2033 Notes began accruing from March 14, 2025 and is paid semi-annually beginning on October 1, 2025, and every six months thereafter.
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 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.
As of June 30, 2026, no event of default had occurred under any of our outstanding debt agreements that would permit the acceleration of the debt if not cured, and we were in compliance with all covenants and restrictions under all our outstanding debt agreements. In the future, our ability to generate sufficient operating cash flows, among other factors, will determine the amounts available to be borrowed under these facilities. As a result of our restrictive covenant related to the net leverage ratio, the maximum additional borrowings available to us could be limited in the future. The limitation, if an amendment or waiver from our lenders is not obtained, could restrict our ability to borrow the maximum amounts available under the Senior Secured Revolving Credit Facility and the 2024 Receivables Financing Agreement (defined below). As of June 30, 2026, there were no covenants or other restrictions that limited our ability to borrow.
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We maintain a $500.0 million receivables financing agreement (2024 Receivables Financing Agreement) that is scheduled to mature on November 19, 2027. Under the 2024 Receivables Financing Agreement, 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 Senior Secured Credit Facility. As of June 30, 2026, we had $442.0 million drawn under the 2024 Receivables Financing Agreement, $640.8 million of our trade receivables were pledged as collateral and we had $50.6 million of additional borrowing capacity, which was limited by our borrowing base.
At June 30, 2026, we had total letters of credit of $161.2 million outstanding, of which $0.4 million were issued under our Senior Secured 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 June 30, 2026, we had long-term borrowings, including the current installment, of $3,029.1 million, of which $1,263.1 million were at variable rates. Included within long-term borrowings on the condensed balance sheets were deferred debt issuance costs of $18.6 million as of June 30, 2026.
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 Senior Secured 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.
As of June 30, 2026, a cumulative total of 27.4 million shares of common stock have been repurchased and retired at a total value of $1,351.1 million under the 2022 Repurchase Authorization program, and $1,948.9 million of common stock remained authorized to be repurchased under the 2022 Repurchase Authorization and 2024 Repurchase Authorization programs.
We have registered the sale of an undetermined number of securities with the SEC, so that, from time-to-time, we may issue, offer and sell debt securities, preferred stock, common stock and/or warrants to purchase any such securities pursuant to a registration statement.
Credit Ratings
We receive ratings from three independent credit rating agencies: Fitch Ratings (Fitch), Moody’s Investor Service (Moody's) and Standard & Poor's (S&P). The following table summarizes our credit ratings as of June 30, 2026:
Credit Rating Agency Long-term Rating Outlook
Fitch Ratings BB+ Negative
Moody’s Investors Service Ba2 Negative
Standard & Poor’s BB Negative
On February 20, 2026, Fitch downgraded Olin to BB+ (from BBB-) and revised its outlook from stable to negative. On February 25, 2026, Moody’s downgraded Olin to Ba2 (from Ba1) and affirmed its negative outlook. On February 18, 2026, S&P downgraded Olin to BB (from BB+) and affirmed its negative outlook.
Contractual Obligations
Purchasing commitments are utilized in our normal course of business for our projected needs. We have supply contracts with various third parties for certain raw materials including ethylene, electricity, propylene and benzene. These agreements are maintained through long-term cost-based contracts that provide us with a reliable supply of key raw materials. There have been no material changes in our contractual obligations and commitments as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, other than those which occur in the ordinary course of business.
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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, 2025 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, 2025.
New Accounting Pronouncements
Discussion of new accounting pronouncements can be referred to under Item 1, within Note 2, “Recent Accounting Pronouncements.”