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What changed in OLIN Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of OLIN Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+383 added−350 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-20)

Top changes in OLIN Corp's 2025 10-K

383 paragraphs added · 350 removed · 277 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

73 edited+17 added−8 removed55 unchanged
Biggest changeProducts & Services Major End Uses Plants & Facilities Major Raw Materials & Components for Products/Services Winchester ® sporting ammunition (shotshells, small caliber centerfire & rimfire ammunition) Hunters, competitive and recreational shooters, law enforcement agencies East Alton, IL Independence, MO* Oxford, MS Brass, lead, steel, plastic, propellant and explosives Small caliber military ammunition Infantry and mounted weapons East Alton, IL Independence, MO* Oxford, MS Brass, lead, propellant, explosives Industrial products (8-gauge loads & powder-actuated tool loads) Maintenance applications in power & concrete industries, powder-actuated tools in construction industry East Alton, IL Oxford, MS Brass, lead, plastic, propellant, explosives White Flyer clay targets Competitive and recreational shooters Webb City, MO Dalton, GA Knox, IN San Bernardino, CA Coal Township, PA Limestone, pitch, sulfur, calcium stearate * Government-owned, contractor-operated (GOCO) facility Strategies Maximize Existing Strengths.
Biggest changeArmy Independence, MO* Engineering and construction contracted services Industrial products (8-gauge loads & powder-actuated tool loads) Maintenance applications in power & concrete industries, powder-actuated tools in construction industry East Alton, IL Oxford, MS Brass, lead, plastic, propellant, explosives White Flyer clay targets Competitive and recreational shooters Webb City, MO Dalton, GA Knox, IN San Bernardino, CA Coal Township, PA Limestone, pitch, sulfur, calcium stearate * Government-owned, contractor-operated (GOCO) facility Strategies Maximize Existing Strengths.
Gabriel, LA Salt, electricity Ethylene dichloride/vinyl chloride monomer Precursor to polyvinyl chloride used in vinyl siding, plumbing and automotive parts Freeport, TX Plaquemine, LA Chlorine, ethylene, ethylene dichloride Chlorinated organics Used as solvents and feedstocks in the production of fluoropolymers, fluorocarbon refrigerants and blowing agents, silicones, cellulosics and agricultural chemicals Freeport, TX Plaquemine, LA Stade, Germany Chlorine, ethylene dichloride, hydrogen chloride, methanol Sodium hypochlorite (bleach) Household cleaners, laundry bleaching, swimming pool sanitizers, semiconductors, water treatment, textiles, pulp & paper and food processing Augusta, GA Becancour, Canada Charleston, TN Freeport, TX Henderson, NV Lemont, IL McIntosh, AL* Niagara Falls, NY* Santa Fe Springs, CA Caustic soda, chlorine 5 Table of Contents Products & Services Major End Uses Plants & Facilities Major Raw Materials & Components for Products/Services Hydrochloric acid Steel, oil & gas, plastics, organic chemical synthesis, water & wastewater treatment, brine treatment, artificial sweeteners, pharmaceuticals, food processing and ore & mineral processing Becancour, Canada Charleston, TN Freeport, TX McIntosh, AL Niagara Falls, NY Chlorine, hydrogen Potassium hydroxide Fertilizer manufacturing, soaps, detergents & cleaners, battery manufacturing, food processing chemicals and deicers Charleston, TN Electricity, potassium chloride Hydrogen Fuel source, hydrogen fuel cells, specialty amines and hydrochloric acid Becancour, Canada Charleston, TN Freeport, TX McIntosh, AL Niagara Falls, NY Plaquemine, LA St.
Gabriel, LA Salt, electricity Ethylene dichloride/vinyl chloride monomer Precursor to polyvinyl chloride used in vinyl siding, plumbing and automotive parts Freeport, TX Plaquemine, LA Chlorine, ethylene, ethylene dichloride Chlorinated organics Used as solvents and feedstocks in the production of fluoropolymers, fluorocarbon refrigerants and blowing agents, silicones, cellulosics and agricultural chemicals Freeport, TX Plaquemine, LA Stade, Germany Chlorine, ethylene dichloride, hydrogen chloride, methanol 5 Table of Contents Products & Services Major End Uses Plants & Facilities Major Raw Materials & Components for Products/Services Sodium hypochlorite (bleach) Household cleaners, laundry bleaching, swimming pool sanitizers, semiconductors, water treatment, textiles, pulp & paper and food processing Augusta, GA Becancour, Canada Charleston, TN Freeport, TX Henderson, NV Lemont, IL McIntosh, AL* Niagara Falls, NY* Santa Fe Springs, CA Caustic soda, chlorine Hydrochloric acid Steel, oil & gas, plastics, organic chemical synthesis, water & wastewater treatment, brine treatment, artificial sweeteners, pharmaceuticals, food processing and ore & mineral processing Becancour, Canada Charleston, TN Freeport, TX McIntosh, AL Niagara Falls, NY Chlorine, hydrogen Potassium hydroxide Fertilizer manufacturing, soaps, detergents & cleaners, battery manufacturing, food processing chemicals and deicers Charleston, TN Electricity, potassium chloride Hydrogen Fuel source, hydrogen fuel cells, specialty amines and hydrochloric acid Becancour, Canada Charleston, TN Freeport, TX McIntosh, AL Niagara Falls, NY Plaquemine, LA St.
Winchester is a premier developer and manufacturer of small caliber ammunition for sale to domestic and international retailers (commercial customers), law enforcement agencies and domestic and international militaries. We believe we are a leading U.S. producer of ammunition for recreational shooters, hunters, law enforcement agencies and the U.S. Armed Forces.
Winchester is a premier developer and manufacturer of small caliber ammunition for sale to domestic and international retailers (commercial customers), law enforcement agencies and domestic and international militaries. We believe we are a leading U.S. producer of ammunition for recreational shooters, hunters, the U.S. Armed Forces and law enforcement agencies.
The Epoxy segment serves a diverse array of applications, many of which are focused on improving sustainability and lowering greenhouse emissions, including wind energy, electrical laminates, consumer goods and composites, as well as numerous applications in civil engineering and protective coatings. The Epoxy segment has important relationships with established customers, some of which span decades.
The Epoxy segment serves a diverse array of applications, many of which are focused on improving sustainability and lowering greenhouse gas emissions, including wind energy, electrical laminates, consumer goods and composites, as well as numerous applications in civil engineering and protective coatings. The Epoxy segment has important relationships with established customers, some of which span decades.
These actions include: • Protecting our employees and communities through our industry-leading occupational and process safety programs • Proudly strengthening United States defense, international defense, law enforcement, and conservation through our Winchester ammunition brand • Significantly reducing our environmental impact by taking concrete steps through technology and commercial innovation to lower our carbon footprint, net water usage, and resource consumption • Developing and enabling sustainable solutions within the value chain through our product and service offerings • Consistently upholding our values and governance standards as we amplify our culture of high performance and engagement We believe Olin’s industry leadership, focused ESG actions, and our engaged workforce will create a positive, long-lasting impact on our communities and the environment.
These actions include: • Protecting our employees and communities through our industry-leading occupational and process safety programs • Proudly strengthening United States defense, international defense, law enforcement, and conservation through our Winchester ammunition brand • Significantly reducing our environmental impact by taking concrete steps through technology and commercial innovation to lower our carbon footprint, net water usage, and resource consumption • Developing and enabling sustainable solutions within the value chain through our product and service offerings • Consistently upholding our values and governance standards as we amplify our culture of high performance and engagement We believe Olin’s industry leadership, focused sustainability actions, and our engaged workforce will create a positive, long-lasting impact on our communities and the environment.
We support our global workforce by providing competitive benefits and compensation, robust recognition and rewards, a variety of workplace flexibility options, support and resources for community engagement and volunteerism, and professional development programs and opportunities, all of which constitute a strong Olin employee value proposition.
We support our global workforce by providing competitive benefits and compensation, robust recognition and rewards, a variety of workplace flexibility options, support and resources for community engagement and volunteerism, and professional development programs and opportunities, all of which, we believe, constitute a strong Olin employee value proposition.
Winchester’s new ammunition products continue to receive awards from major industry publications and organizations, with recent awards including American Rifleman magazine’s Golden Bullseye Award as “Ammunition Product of the Year” in 2025 and 2022 and American Hunter magazine’s Golden Bullseye award as “Ammunition Product of the Year” in 2025.
Winchester’s new ammunition products continue to receive awards from major industry publications and organizations, with recent awards including American Rifleman magazine’s Golden Bullseye Award as “Ammunition Product of the Year” in 2025 and American Hunter magazine’s Golden Bullseye award as “Ammunition Product of the Year” in 2025.
Executing on our sustainability strategy, we believe Olin will increase value for our investors, employees, and customers by enhancing our operating model through focused ESG actions.
Executing on our sustainability strategy, we believe Olin will increase value for our investors, employees, and customers by enhancing our operating model through focused sustainability actions.
While LER and SER are sold externally, a significant portion of LER production is further converted through our formulated solutions platform into CER and other additive products where value-added modifications produce higher margin resins for specific customer applications. 6 Table of Contents The Epoxy segment’s principal raw materials are chlorine, caustic soda, cumene, propylene and aromatics, which consist of phenol and acetone.
While LER and SER are sold externally, a significant portion of LER production is further converted through our formulated solutions platform into CER and other additive products where value-added modifications produce higher margin resins for specific customer applications. The Epoxy segment’s principal raw materials are chlorine, caustic soda, cumene, propylene and aromatics, which consist of phenol and acetone.
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, which represented 20% of 2024 sales.
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, which represented 20% of 2025 sales.
The National Wild Turkey Federation chose Winchester to receive its 2024 Corporate Achievement Award in recognition of Winchester’s support of wild turkey conservation and the preservation of hunting heritage. Winchester purchases raw materials such as copper-based strip and ammunition cartridge case cups and lead from vendors, pursuant to multi-year contracts, based on a conversion charge or premium.
The National Wild Turkey Federation chose Winchester to receive its 2024 Corporate Achievement Award in recognition of Winchester’s support of wild turkey conservation and the preservation of hunting heritage. 8 Table of Contents Winchester purchases raw materials such as copper-based strip and ammunition cartridge case cups and lead from vendors, pursuant to multi-year contracts, based on a conversion charge or premium.
Electricity, salt, ethylene and methanol are the primary raw materials for our products. Electricity is the single largest raw material component in the production of Chlor Alkali Products and Vinyls products. Approximately 74% of our electricity is generated from natural gas or hydroelectric sources.
Electricity, salt, ethylene and methanol are the primary raw materials for our products. Electricity is the single largest raw material component in the production of Chlor Alkali Products and Vinyls products. Approximately 76% of our electricity is generated from natural gas or hydroelectric sources.
The segment sells primarily in North America and Western Europe. The segment products are delivered primarily by marine vessel, deep-water and coastal barge, railcar and truck. Allyl is used not only as a feedstock in the production of EPI, but also as a chemical intermediate in multiple industries and applications, including water purification chemicals.
The segment sells primarily in North America and Western Europe. The segment products are delivered primarily by marine vessel, deep-water and coastal barge, railcar and truck. 6 Table of Contents Allyl is used not only as a feedstock in the production of EPI, but also as a chemical intermediate in multiple industries and applications, including water purification chemicals.
We provide additional information with respect to specific raw materials in the tables set forth under “Products and Services.” ENVIRONMENTAL AND TOXIC SUBSTANCES CONTROLS As is common in our industry, we are subject to environmental laws and regulations related to the use, storage, handling, generation, transportation, emission, discharge, disposal and remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which we do business.
We provide additional information with respect to specific raw materials in the tables set forth under “Products, Services and Strategies.” 12 Table of Contents ENVIRONMENTAL AND TOXIC SUBSTANCES CONTROLS As is common in our industry, we are subject to environmental laws and regulations related to the use, storage, handling, generation, transportation, emission, discharge, disposal and remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which we do business.
These products, along with chlorinated organics products and epoxy resins, generally consume chlorine as a raw material creating downstream applications that upgrade the value of the ECU. Our industry 4 Table of Contents leadership in the production of chlorinated organics and epoxy resins, as well as other products, offers us multiple outlets for our captive chlorine.
These products, along with chlorinated organics products and epoxy resins, generally consume chlorine as a raw material creating downstream applications that upgrade the value of the ECU. Our industry leadership in the production of chlorinated organics and epoxy resins, as well as other products, offers us multiple outlets for our captive chlorine.
BACKLOG The total amount of estimated backlog was approximately $1,426 million and $914 million as of January 31, 2025 and 2024, respectively. The backlog orders are associated with contractual orders in our Winchester business. Backlogs in our other businesses are not significant. Backlog is comprised of all open customer orders which have been received, but not yet shipped.
BACKLOG The total amount of estimated backlog was approximately $1,331 million and $1,426 million as of January 31, 2026 and 2025, respectively. The backlog orders are associated with contractual orders in our Winchester business. Backlogs in our other businesses are not significant. Backlog is comprised of all open customer orders which have been received, but not yet shipped.
Our chlorinated organics business participates in both the solvent segment and the intermediate segment where Olin’s products are used as feedstocks for fluorocarbons, silicones and cellulosics. We also manufacture and sell other chlor alkali-related products, including hydrochloric acid, sodium hypochlorite (bleach) and potassium hydroxide.
Our chlorinated organics business participates in both the solvent segment and the intermediate segment where Olin’s products are used as feedstocks for fluorocarbons, silicones and cellulosics. 4 Table of Contents We also manufacture and sell other chlor alkali-related products, including hydrochloric acid, sodium hypochlorite (bleach) and potassium hydroxide.
With one of the world’s largest small caliber 8 Table of Contents ammunition manufacturing footprints, we will leverage employee engagement, engineering, and process excellence across our three production sites while capitalizing on Olin’s deep chemical expertise to expand our defense participation through synergies between ammunition and chemicals.
With one of the world’s largest small caliber ammunition manufacturing footprints, we will leverage employee engagement, engineering, and process excellence across our production sites while capitalizing on Olin’s deep chemical expertise to expand our defense participation through synergies between ammunition and chemicals.
Additional information related to our corporate responsibility initiatives, practices, activities, goals and related information, as well as future updates, can be found in the Corporate Responsibility section of our website at www.olin.com, including our Sustainability Report under the section Sustainability Success. Our progress against environmental, social and governance (ESG) targets is included therein.
Additional information related to our corporate responsibility initiatives, practices, activities, goals and related information, as well as future updates, can be found in the Corporate Responsibility section of our website at www.olin.com, including our Sustainability Report under the section Sustainability Success. Our progress against our sustainability targets is included therein.
The backlog was estimated based on expected volume to be shipped from firm contractual orders, which are subject to customary terms and conditions, including cancellation and modification provisions. Approximately 70% of the contracted backlog as of January 31, 2025, is expected to be fulfilled during 2025, with the remainder expected to be fulfilled during 2026.
The backlog was estimated based on expected volume to be shipped from firm contractual orders, which are subject to customary terms and conditions, including cancellation and modification provisions. Approximately 81% of the contracted backlog as of January 31, 2026, is expected to be fulfilled during 2026, with the remainder expected to be fulfilled during 2027.
We are a party to various government and private environmental actions associated with former waste disposal sites and past manufacturing facilities. Charges to income for investigatory and remedial efforts were $30.2 million, $30.1 million and $24.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. These charges may be material to operating results in future years.
We are a party to various government and private environmental actions associated with former waste disposal sites and past manufacturing facilities. Charges to income for investigatory and remedial efforts were $25.5 million, $30.2 million and $30.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. These charges may be material to operating results in future years.
(2) Includes 1,705 employees at Lake City in Independence, MO, which is a GOCO facility. RESEARCH ACTIVITIES; PATENTS Our research activities are conducted on a product-group basis at a number of facilities. Company-sponsored research expenditures were $18.4 million, $20.0 million and $18.3 million in 2024, 2023 and 2022, respectively.
(2) Includes 1,869 employees at Lake City in Independence, MO, which is a GOCO facility. RESEARCH ACTIVITIES: PATENTS Our research activities are conducted on a product-group basis at a number of facilities. Company-sponsored research expenditures were $19.3 million, $18.4 million and $20.0 million in 2025, 2024 and 2023, respectively.
See our discussion on environmental matters contained in Note 20, “Environmental,” of the notes to consolidated financial statements contained in Item 8 and under the heading “Environmental Matters” in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” CORPORATE RESPONSIBILITY At Olin, we are committed to corporate responsibility to ensure the long-term success of our business, our collective global society and the well-being of our environment.
See our discussion on environmental matters contained within Note 20, “Environmental,” of the notes to consolidated financial statements within Item 8—“Financial Statements and Supplementary Data,” and under the heading “Environmental Matters,” within Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” CORPORATE RESPONSIBILITY At Olin, we are committed to corporate responsibility to ensure the long-term success of our business, our collective global society and the well-being of our environment.
Chlor alkali manufacturers in North America, with approximately 16 million tons of chlorine and 17 million tons of caustic soda capacity, account for approximately 15% of worldwide chlor alkali production capacity. In 2024, we have the largest chlor alkali capacity in North America and globally.
Chlor alkali manufacturers in North America, with approximately 16 million tons of chlorine and 17 million tons of caustic soda capacity, account for approximately 14% of worldwide chlor alkali production capacity. In 2025, we have the largest chlor alkali capacity in North America and globally.
See Note 19, “Segment Information,” of the notes to consolidated financial statements contained in Item 8, for geographic segment data. We are incorporating our segment information from that Note into this section of our Form 10-K.
See Note 19, “Segment Information,” of the notes to consolidated financial statements contained within Item 8—“Financial Statements and Supplementary Data,” for geographic segment data. We are incorporating our segment information from that Note into this section of our Form 10-K.
We believe the insights provided by our workforce through their unique skills, backgrounds and experiences will lead us to future innovations that will reduce costs, reduce our environmental footprint, improve our ability to serve the world and keep our employees healthy and safe.
We believe the insights from our workforce, with their unique skills, backgrounds and experiences, will lead to future innovations that reduce costs, reduce our environmental footprint, improve our ability to serve the world and keep our employees healthy and safe.
Products & Services Major End Uses Plants & Facilities Major Raw Materials & Components for Products/Services Chlorine/caustic soda Pulp & paper processing, chemical manufacturing, water purification, vinyl chloride manufacturing, bleach, swimming pool chemicals and urethane chemicals Becancour, Canada Charleston, TN Freeport, TX McIntosh, AL Niagara Falls, NY Plaquemine, LA St.
The following table lists the principal products and services of our Chlor Alkali Products and Vinyls segment: Products & Services Major End Uses Plants & Facilities Major Raw Materials & Components for Products/Services Chlorine/caustic soda Pulp & paper processing, chemical manufacturing, water purification, vinyl chloride manufacturing, bleach, swimming pool chemicals and urethane chemicals Becancour, Canada Charleston, TN Freeport, TX McIntosh, AL Niagara Falls, NY Plaquemine, LA St.
The Epoxy segment is focused on expanding our market participation in higher value add platform products to align with growing end-use markets. Winchester Products and Services In 2025, Winchester is in its 159 th year of operation and its 95 th year as part of Olin.
The Epoxy segment is focused on expanding our market participation in higher value add platform products to align with growing end-use markets. 7 Table of Contents Winchester Products and Services In 2026, Winchester is in its 160 th year of operation and its 96 th year as part of Olin.
INTERNATIONAL OPERATIONS Olin has an international presence, including the geographic regions of Europe, Asia Pacific and Latin America. Approximately 29% of Olin’s 2024 sales were generated outside of the U.S., including 29% of our Chlor Alkali Products and Vinyls 2024 segment sales, 51% of our Epoxy 2024 segment sales and 12% of our Winchester 2024 segment sales.
INTERNATIONAL OPERATIONS Olin has an international presence, including the geographic regions of Europe, Asia Pacific and Latin America. Approximately 32% of Olin’s 2025 sales were generated outside of the U.S., including 31% of our Chlor Alkali Products and Vinyls 2025 segment sales, 59% of our Epoxy 2025 segment sales and 13% of our Winchester 2025 segment sales.
The high-volume nature of the chlor alkali industry places emphasis on cost management, and we believe that our scale, integration and raw material positions make us one of the low-cost producers in the industry. The following table lists the principal products and services of our Chlor Alkali Products and Vinyls segment.
The high-volume nature of the chlor alkali industry places emphasis on cost management, and we believe that our scale, integration and raw material positions make us one of the low-cost producers in the industry.
Chlorine and caustic soda used in our Epoxy segment are transferred at cost from the Chlor Alkali Products and Vinyls segment. The following table lists the principal products and services of our Epoxy segment.
Chlorine and caustic soda used in our Epoxy segment are transferred at cost from the Chlor Alkali Products and Vinyls segment.
Our global workforce is committed to the We Care and Me Principles which focus on each individual’s responsibility for their own safety and that of others, on leading by example, on reinforcing positive behaviors and on elevating concerns.
Our global workforce is committed to the We Care and Me Principles which focus on each individual’s responsibility for their own safety and that of others, on leading by example, on reinforcing positive behaviors and on elevating concerns. Vital to Olin’s achievement of our organizational goals and objectives is our ability to attract and retain a talented workforce.
Item 1. BUSINESS GENERAL Olin Corporation (Olin) 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.
Item 1. BUSINESS GENERAL 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.
Winchester was awarded the following long-term contracts to support the U.S. military, and law enforcement: • In 2021, the U.S. Army awarded Winchester a five-year contract to manufacture 5.56 mm, 7.62 mm and .50 caliber rifle ammunition under the third consecutive “Second Source” ammunition contract. • In 2022, the U.S.
Army awarded Winchester a five-year contract to manufacture 5.56 mm, 7.62 mm and .50 caliber rifle ammunition under the third consecutive “Second Source” ammunition contract. • In 2022, the U.S.
Products & Services Major End Uses Plants & Facilities Major Raw Materials & Components for Products/Services Allylics (allyl chloride, epichlorohydrin and glycerin) & aromatics (acetone and phenol) Manufacturers of polymers, resins and other plastic materials and water purification Freeport, TX Stade, Germany Cumene, caustic soda, chlorine, propylene Resins: liquid epoxy resin/solid epoxy resin Adhesives, marine and protective coatings, composites and flooring Freeport, TX Guaruja, Brazil Stade, Germany Bisphenol, caustic soda, epichlorohydrin Formulated solutions platforms: converted epoxy resins and additives Electrical laminates, paint and coatings, wind blades, electronics and construction Baltringen, Germany Freeport, TX Guaruja, Brazil Pisticci, Italy Rheinmunster, Germany Roberta, GA Stade, Germany Zhangjiagang, China Liquid epoxy resins, solid epoxy resins Strategies Capitalize on Integrated Assets through Flexible Market Entry Points.
The following table lists the principal products and services of our Epoxy segment: Products & Services Major End Uses Plants & Facilities Major Raw Materials & Components for Products/Services Allylics (allyl chloride, epichlorohydrin and glycerin) & aromatics (acetone and phenol) Manufacturers of polymers, resins and other plastic materials and water purification Freeport, TX Stade, Germany Cumene, caustic soda, chlorine, propylene Resins: liquid epoxy resin/solid epoxy resin Adhesives, marine and protective coatings, composites and flooring Freeport, TX Guaruja, Brazil* Stade, Germany Bisphenol, caustic soda, epichlorohydrin Formulated solutions platforms: converted epoxy resins and additives Electrical laminates, paint and coatings, wind blades, electronics and construction Baltringen, Germany Freeport, TX Guaruja, Brazil Pisticci, Italy Rheinmunster, Germany Roberta, GA Stade, Germany Zhangjiagang, China Liquid epoxy resins, solid epoxy resins * In December 2025, the Company made the decision to close our liquid epoxy resin manufacturing facility in Guarujá, Brazil.
The Epoxy segment is focused on maximizing value by capitalizing on our flexible market entry points across the value chain which extends our reach into a broad array of end markets. Continually Drive Down Costs.
The closure is expected to occur during the first quarter 2026. Strategies Capitalize on Integrated Assets through Flexible Market Entry Points. The Epoxy segment is focused on maximizing value by capitalizing on our flexible market entry points across the value chain which extends our reach into a broad array of end markets. Continually Drive Down Costs.
We sell some of our products, such as epoxy resins, caustic soda and sporting ammunition, to a large number of users or distributors, while we sell other products, such as chlorine and chlorinated organics, in substantial quantities to a relatively small number of industrial users. During 2024, no single customer accounted for more than 10% of sales.
We sell some of our products, such as epoxy resins, caustic soda and sporting ammunition, to a large number of users or distributors, while we sell other products, such as chlorine and chlorinated organics, in substantial 9 Table of Contents quantities to a relatively small number of industrial users.
The seasonality of the ammunition business is typically driven by the U.S. fall hunting season. Our chlor alkali businesses generally experience their highest level of activity during the spring and summer months, particularly when construction, refrigerants, coatings, infrastructure and water treatment activities are higher.
Our chlor alkali businesses generally experience their highest level of activity during the spring and summer months, particularly when construction, refrigerants, coatings, infrastructure and water treatment activities are higher.
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 and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, hydrochloric acid, hydrogen, bleach products and potassium hydroxide, which represented 55% of 2024 sales.
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, which represented 54% of 2025 sales.
Sustainability and Governance We strongly believe in meeting the needs of the present without compromising the needs of future generations. We recognize our Company’s impact on our natural resources and our responsibility to stewardship of people and the planet. This means striving for a company culture responsible to the ongoing ESG ideals of our employees and shareholders.
Sustainability and Governance We strongly believe in meeting the needs of the present without compromising the needs of future generations. We recognize our Company’s impact on our natural resources and our responsibility to stewardship of people and the planet.
Olin holds 51% interest and exercises control in BWA, and the joint venture is consolidated in our financial statements with Mitsui’s 49% interest in BWA classified as noncontrolling interest. All intercompany accounts and transactions are eliminated in consolidation.
Olin holds 51% interest and exercises control in BWA, and the joint venture is consolidated in our financial statements with Mitsui’s 49% interest in BWA classified as noncontrolling interest. All intercompany accounts and transactions are eliminated in consolidation. On September 18, 2025, we announced a mutual decision with Mitsui to end our joint venture, BWA, by the end of 2025.
Our safety, health and environmental strategy and goals are designed to sustain our drive to zero incidents. Relentlessly and responsibly, we constantly emphasize the importance of monitoring the safety, security and environmental impact of our facilities and processes.
Our safety, health and environmental strategy and goals are designed to sustain our drive to zero incidents. Relentlessly and responsibly, we constantly emphasize the importance of monitoring the safety, security and environmental impact of our facilities and processes. Through our daily vigilance, Olin strives to continue to be recognized as one of the industry’s best performers.
Our recognition and rewards program allows people leaders across our organization to recognize the contributions of employees throughout the year, and in 2024 our leaders provided more than 5,600 recognition awards. We also provide a mechanism for employees to provide non-monetary peer-to-peer recognition in the form of Impressions, the number of which doubled in 2024 from the prior year.
Our recognition and rewards program gives people leaders across our organization a platform to recognize employees’ contributions throughout the year, and in 2025 our leaders provided more than 4,500 recognition awards. We also provide a mechanism for employees to provide non-monetary peer-to-peer recognition in the form of Impressions, which totaled more than 9,000 in 2025.
Training and Development We also invest in the continued professional development of our workforce. Olin provides a wide range of employee development and productivity programs, including assignment-based opportunities, job shadowing, mentoring, and foundational programs for new Olin employees. A tiered leadership development program gives our critical talent tools to support their continued growth in and aspiration toward leadership roles.
Training and Development We also invest in the continued professional development of our workforce. Olin provides a wide range of employee development programs, including assignment-based opportunities, job shadowing, mentoring, foundational programs for new Olin employees, and leadership programs for rising leaders.
We market most of our products and services primarily through our sales force and sell directly to various industrial customers, mass merchants, retailers, wholesalers, gun clubs, other distributors and the U.S. Government and its prime contractors. Sales to all U.S. government agencies and sales under U.S. government contracting activities in total accounted for approximately 11% of sales in 2024.
During 2025, no single customer accounted for more than 10% of sales. We market most of our products and services primarily through our sales force and sell directly to various industrial customers, mass merchants, retailers, wholesalers, gun clubs, other distributors and the U.S. Government and its prime contractors.
By consistently integrating corporate values into the fabric of the organization, we believe we can create a strong, cohesive culture that drives success and employee engagement.
At Olin, we believe our purpose is to deliver essential materials and solutions that enhance and protect lives. By consistently integrating corporate values into the fabric of the organization, we believe we can create a strong, cohesive culture that drives success and employee engagement.
We encourage our 10 Table of Contents employees to be creative and participate in the dialogue across the Company to help develop innovative solutions that lead to lasting, positive impacts for our customers, employees, communities, and shareholders. Our Voice of the Employee mechanism facilitates this sharing of insights across multiple sites.
We encourage our employees to be creative and participate in the dialogue across the Company to help solve problems and develop innovative solutions that lead to lasting, positive impacts for our customers, employees, communities, and shareholders.
Chlorine is used as a raw material in the production of thousands of products, including vinyls, urethanes, epoxy, water treatment chemicals and a variety of other organic and inorganic chemicals.
Chlorine is used as a raw material in the production of thousands of products, including vinyls, urethanes, epoxy, water treatment chemicals and a variety of other organic and inorganic chemicals. A significant portion of chlorine production is consumed in the manufacturing of vinyls intermediates, EDC and VCM, both of which our Chlor Alkali Products and Vinyls segment produces.
This strategic partnership aims to leverage the strengths of both companies to advance hydrogen production and utilization. The joint venture began with the construction of a 15-ton-per-day hydrogen liquefaction plant in St. Gabriel, LA with expected start of operation in early 2025.
Olin Corporation and Plug Power, Inc. launched a joint venture named Hidrogenii, LLC in 2024. This strategic partnership aims to leverage the strengths of both companies to advance hydrogen production and utilization. The joint venture began with the construction of a 15-ton-per-day hydrogen liquefaction plant in St. Gabriel, LA which commenced operations in the second quarter 2025.
At Olin, we integrate sustainability into everything we do as a responsible corporate citizen. We value and respect our people, the communities in which we operate, our customers and the environment.
This means striving for a company culture responsible to the ongoing sustainability ideals of our employees and shareholders. 13 Table of Contents At Olin, we integrate sustainability into everything we do as a responsible corporate citizen. We value and respect our people, the communities in which we operate, our customers and the environment.
Workforce As of December 31, 2024, we had 7,676 employees broken out as follows: Country or Region Number of Employees Percent of Total United States (1) 6,614 86 % Foreign: Europe, the Middle East, Africa, and India 630 8 % Asia Pacific 163 2 % Canada (1) 159 2 % Latin America 110 1 % Total foreign 1,062 14 % Total employees 7,676 (1) Various labor unions represent a significant number of our hourly-paid employees for collective bargaining purposes.
Our performance management process encourages ongoing feedback throughout the year and includes annual year-end reviews and regular development discussions. 11 Table of Contents Workforce As of December 31, 2025, we had 7,849 employees broken out as follows: Country or Region Number of Employees Percent of Total United States (1) 6,760 86 % Foreign: Europe, the Middle East, Africa, and India 654 8 % Asia Pacific 164 2 % Canada (1) 163 2 % Latin America 108 1 % Total foreign 1,089 14 % Total employees 7,849 (1) Various labor unions represent a significant number of our hourly-paid employees for collective bargaining purposes.
Olin matches these contributions up to $250,000 annually. We commit to providing our employees with a safe and supportive environment and maintain a steadfast commitment to safely producing and distributing our products, which is fundamental to the achievement of our goals.
We commit to providing our employees with a safe and supportive environment and to maintaining a steadfast commitment to safely producing and distributing our products, which is fundamental to achieving our goals.
Because we engage in some government contracting activities and make sales to the U.S. government, we are subject to extensive and complex U.S. government procurement laws and regulations. These laws and regulations provide for ongoing government audits and reviews of contract procurement, performance and administration.
Sales to all U.S. government agencies and sales under U.S. government contracting activities in total accounted for approximately 13% of sales in 2025. Because we engage in some government contracting activities and make sales to the U.S. government, we are subject to extensive and complex U.S. government procurement laws and regulations.
We believe that, in the aggregate, the rights under our patents and licenses are important to our operations, but we do not consider any individual patent, license or group of patents and licenses related to a specific process or product to be of material importance to our total business. 11 Table of Contents SEASONALITY Our sales are affected by economic downturns and the seasonality of several industries we serve, including building and construction, coatings, oil and gas, infrastructure, electronics, automotive, water treatment, refrigerants and ammunition.
We believe that, in the aggregate, the rights under our patents and licenses are important to our operations, but we do not consider any individual patent, license or group of patents and licenses related to a specific process or product to be of material importance to our total business.
Segment Number of Employees Percent of Total Chemicals (1) 3,406 44 % Winchester (2) 3,979 52 % Corporate 291 4 % Total employees 7,676 (1) Includes 1,752 employees from Chlor Alkali Products and Vinyls, 865 employees from Epoxy and 789 employees for common services within Chemicals.
Segment Number of Employees Percent of Total Chemicals (1) 3,369 43 % Winchester (2) 4,169 53 % Corporate 311 4 % Total employees 7,849 (1) Includes 1,845 employees from Chlor Alkali Products and Vinyls, 1,001 employees from Epoxy and 523 employees for common services within Chemicals.
Winchester has strong relationships throughout the sales and distribution chain and strong ties to traditional dealers, distributors, and gun clubs. Winchester has also built its business with key high-volume mass merchants and specialty sporting goods and outdoor merchandise retailers. Winchester has consistently developed industry-leading ammunition, which is recognized in the industry for manufacturing excellence, design innovation and consumer value.
We believe we are a leading U.S. supplier of small caliber commercial ammunition. Winchester has strong relationships throughout the sales and distribution chain and strong ties to traditional dealers, distributors, and gun clubs. Winchester has also built its business with key high-volume mass merchants and specialty sporting goods and outdoor merchandise retailers.
Annually, employees set goals that align with the Company’s strategic priorities and are “all-in” on demonstrating their achievement of those goals. Our Olin values, programs and processes support a culture of inclusivity, engagement and elevated performance, reflecting our “all-in” culture.
Each year, our employees set goals that seek to align with the Company’s strategic priorities and then work to demonstrate their creativity, dedication and expertise to achieve those goals every day. Our Olin values, programs and processes support a culture of collaboration, engagement and elevated performance, reflecting our “all-in” culture.
In the U.S., bargaining unit employees comprise 37% of the total workforce. In 2025, we have no labor agreements that are due to expire in Canada, and two labor agreements expiring in the U.S., representing approximately 2% of our global workforce.
In the U.S., bargaining unit employees comprise 36% of the total workforce. In 2026, we have no labor agreements that are due to expire in Canada, and three labor agreements expiring in the U.S., including our East Alton, IL, facility (523 employees) and our Lake City facility in Independence, MO (1,358 employees), representing approximately 24% of our global workforce.
All Olin sites have established Olin People Network chapters, with each chapter focused on site-specific activities designed to foster and encourage inclusivity and engagement. Our U.S. college recruiting program is a key component of our talent pipeline. Additionally, Olin employees are our best recruiters with 49% of our hires in 2024 attributable to employee referrals.
Our Voice of the Employee mechanism facilitates sharing insights across multiple sites, while our Olin Employee Networks focus on site-specific activities designed to foster and encourage connection and engagement. Our U.S. college recruiting program is a key component of our talent pipeline. Additionally, Olin employees are our best recruiters with 44% of our hires in 2025 attributable to employee referrals.
Army awarded Winchester the contract to construct the facility at Lake City. Also in 2024, U.S. Special Operations Command awarded Winchester and three other awardees contracts for numerous types of ammunition, and Canada’s Royal Canadian Mounted Police awarded Winchester a three-year contract for 9mm duty ammunition.
Special Operations Command awarded Winchester and three other awardees contracts for numerous types of ammunition, and Canada’s Royal Canadian Mounted Police awarded Winchester a three-year contract for 9mm duty ammunition. • In 2025, Winchester signed a four-year contract from Canadian Border Services and Canadian Corrections for 9mm duty ammunition.
The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, industrial cartridges and clay targets, which represented 25% of 2024 sales. See our discussion of our segment disclosures contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” GOVERNANCE We maintain a website at www.olin.com .
See our discussion of our segment disclosures contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” GOVERNANCE We maintain a website at www.olin.com .
These programs help our employees improve, grow, and reinforce our values. Our learning platform focuses on providing a variety of educational opportunities that support career and professional development for our employees, including undergraduate and graduate tuition assistance to eligible employees up to a maximum of $10,000 per year.
Our learning platform provides a variety of educational opportunities that support career and professional development for our employees, including undergraduate and graduate tuition assistance for eligible employees up to a maximum of $10,000 per year. We regularly review talent development and succession plans to identify and develop a pipeline of talent to maintain and continuously improve business operations.
Lifting People is about creating work environments for our global workforce that are inclusive, supportive, and empowering while encouraging and incentivizing the highest level of performance and accountability to deliver the results necessary to achieve our strategic goals.
To enhance the culture of purposeful engagement, Olin has created a platform around our “All In For Olin” values in an effort to create work environments for our global workforce that are inclusive, supportive, and empowering while encouraging and incentivizing the highest level of performance and accountability to deliver the results necessary to achieve our strategic goals.
In 2024, Olin employees increased their volunteerism hours by more than 25% over 2023, committing more than 70,000 hours toward volunteerism for organizations in our communities. To further support our employees who may be impacted by natural disasters, we established the Olin Employee Disaster Relief Fund to allow Olin employees to contribute funds to help fellow employees in need.
To further support our employees who may be impacted by natural disasters, we established the Olin Employee Disaster Relief Fund to allow Olin employees to contribute funds to help fellow employees in need. Olin matches these contributions up to $250,000 annually.
Separately, our Board of Directors maintains a Compensation Committee which sets policies, develops and monitors strategies for and administers the programs that are used to compensate our Chief Executive Officer and other senior executives.
Separately, our Board of Directors maintains a Compensation Committee that sets policies, develops and monitors strategies, and administers the programs used to compensate our Chief Executive Officer and other senior executives. Olin is committed to maintaining work environments free from all forms of discrimination and harassment and where all employees feel supported both professionally and personally.
Many factors influence our ability to compete successfully, including price, delivery, service, performance, product innovation and product recognition and quality, depending on the product involved. HUMAN CAPITAL Overview Olin employees are key to the successful implementation and execution of our operating model and related strategies.
Many factors influence our ability to compete successfully, including price, delivery, service, performance, product innovation and product recognition and quality, depending on the product involved. HUMAN CAPITAL Overview At Olin, our engaged workforce is the foundation of our success. Olin employees drive the actions necessary for our Company to successfully execute our business strategies and effectively deliver for our shareholders.
This includes conducting periodic compensation benchmarking, implementing health and other employee benefit programs and reviewing certain employee post-retirement benefits and accessibility of employee assistance programs. We have established both salaried and hourly employee structures to adequately compensate employees, and have implemented monetary rewards and recognition programs as an additional mechanism for supervisors to reward exceptional performance.
We have established both salaried and hourly employee structures to adequately compensate employees, and have implemented monetary rewards and recognition programs as additional mechanisms for supervisors to reward exceptional performance.
The contract also allows for the production of certain ammunition for commercial customers. The contract has an initial term of seven years and may be extended by the U.S.
The contract is for the production of small caliber military ammunition, including 5.56mm, 7.62mm, and .50 caliber rounds, as well as certain cartridges and casings. The contract also allows for the production of certain ammunition for commercial customers. The contract has an initial term of seven years and has been extended by the U.S. Army for three additional years.
Olin senior management provides oversight for these benefits programs and for the compensation of our workforce, while our human resources organization manages and administers these programs to ensure that our total rewards programs remain market competitive.
Olin senior management provides oversight of these programs, while our human resources organization manages and administers them so that our total rewards programs remain market competitive. This includes conducting periodic compensation benchmarking, implementing health and other employee benefit programs and reviewing certain employee post-retirement benefits and accessibility of employee assistance programs.
This industry includes large, diversified producers in North America and abroad, including multiple producers located in Europe, China and India. Other large chlor alkali producers in North America include The 9 Table of Contents Occidental Petroleum Corporation, Westlake Chemical Corporation (Westlake), Formosa USA, and Shintech Inc., a subsidiary of Shin-Etsu Chemical Co., Ltd.
Other large chlor alkali producers in North America include OxyChem, a former subsidiary of The Occidental Petroleum Corporation, which sold OxyChem to Berkshire Hathaway in January 2026, Westlake Chemical Corporation (Westlake), Formosa USA, and Shintech Incorporated (Shintech), a subsidiary of Shin-Etsu Chemical Co., Ltd.
White Flyer was combined with the Winchester Ammunition business. On October 1, 2020, Winchester assumed full management and operational control of the Lake City Army Ammunition Plant (Lake City) in Independence, MO. The contract is for the production of small caliber military ammunition, including 5.56mm, 7.62mm, and .50 caliber rounds, as well as certain cartridges and casings.
White Flyer is North America’s preeminent leader in recreational trap, skeet, and sporting clay targets. White Flyer was combined with the Winchester Ammunition business. On October 1, 2020, Winchester assumed full management and operational control of the Lake City Army Ammunition Plant (Lake City) in Independence, MO.
Army for up to three additional years. 7 Table of Contents Our legendary Winchester ® product line includes all major gauges and calibers of shotgun shells, rimfire and centerfire ammunition for pistols and rifles, reloading components and industrial cartridges. We believe we are a leading U.S. supplier of small caliber commercial ammunition.
Our contracts with the U.S. military are subject to standard termination rights which generally include, without limitation, a right for the U.S. Government to terminate the contract for convenience. Our legendary Winchester ® product line includes all major gauges and calibers of shotgun shells, rimfire and centerfire ammunition for pistols and rifles, reloading components and industrial cartridges.
Winchester also manufactures industrial products that have various applications in the construction industry and clay targets for recreational and competitive shooters. On October 1, 2023, Olin acquired the assets of White Flyer Targets, LLC (White Flyer) from Reagent Diversified Holdings, Inc. (Reagent) for $63.9 million. White Flyer is North America’s preeminent leader in recreational trap, skeet, and sporting clay targets.
Winchester also manufactures industrial products that have various applications in the construction industry and clay targets for recreational and competitive shooters. On April 18, 2025, Olin acquired AMMO, Inc.’s small caliber ammunition manufacturing assets for total consideration of $55.8 million.
Removed
A significant portion of chlorine production is consumed in the manufacturing of vinyls intermediates, ethylene dichloride (EDC) and vinyl chloride monomer (VCM), both of which our Chlor Alkali Products and Vinyls segment produces.
Added
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.
Removed
BWA brings together Mitsui's industry-leading global logistics, long-established supplier and customer relationships, and breadth of product portfolio with Olin's scale, North American export capability, extensive global terminal network, and production flexibility across the ECU portfolio. Olin Corporation and Plug Power, Inc. have launched a joint venture named Hidrogenii, LLC.
Added
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, which represented 26% of 2025 sales.
Removed
The following table lists the principal products and services of our Winchester segment.
Added
This decision was made to evolve our EDC participation by emphasizing longer-term structural opportunities that enhance value and optionality.
Removed
Our established Lifting People core principles of creating meaningful opportunity and fulfillment for employees, providing robust communication and varied opportunities for connection, and fostering an environment of trust have enhanced the level of purposeful engagement at Olin. In the marketplace for talent, our Lifting People focus is unique and differentiates us from our competitors.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

62 edited+8 added−15 removed83 unchanged
Biggest changeAcquisitions and Joint Ventures—We may not be able to complete future acquisitions or joint venture transactions or successfully integrate them into our business, which could materially adversely affect our business. As part of our growth strategy, we intend to pursue acquisitions and joint venture opportunities consistent with or complementary to our existing business strategies.
Biggest changeIf we are unable to access the credit and capital markets on commercially reasonable terms or at all, we could experience a material adverse effect on our business. Acquisitions and Joint Ventures—We may not be able to complete future acquisitions or joint venture transactions or successfully integrate them into our business, which could materially adversely affect our business.
We have long-term supply contracts with various third parties for certain raw materials, including ethylene, electricity, propylene and cumene. As these contracts expire, we may be unable to renew these contracts or obtain new long-term supply agreements on terms comparable or as favorable to us, depending on market conditions, which may have a material adverse effect on our business.
We have long-term supply contracts with various third parties for certain raw materials, including electricity, propylene, ethylene and cumene. As these contracts expire, we may be unable to renew these contracts or obtain new long-term supply agreements on terms comparable or as favorable to us, depending on market conditions, which may have a material adverse effect on our business.
For example, if our feedstock and energy costs increase, and we are unable to pass the increased costs on to customers, our profitability in our Chlor Alkali Products and Vinyls and Epoxy segments would be negatively affected. Similarly, costs of commodity metals and other materials used in our Winchester business, such as copper, propellant and lead, can vary.
For example, if our feedstock and energy costs increase, and we are unable to pass the increased costs on to customers, our profitability in our Chlor Alkali Products and Vinyls and Epoxy segments would be negatively affected. Similarly, costs of commodity metals and other materials used in our Winchester business, such as copper, propellant, brass and lead, can vary.
Security and Chemicals Transportation—New regulations on the transportation of hazardous chemicals and/or the security of chemical manufacturing facilities and public policy changes related to transportation safety could result in significantly higher operating costs. The transportation of our products and feedstocks, including transportation by pipeline, and the security of our chemical manufacturing facilities are subject to extensive regulation.
Security and Chemicals Transportation—New regulations on the transportation of hazardous chemicals and/or the security of chemical manufacturing facilities and public policy changes related to transportation safety could result in significantly higher operating costs. The transportation of our products and feedstocks, including transportation by pipeline, and the security of our chemical manufacturing facilities are subject to extensive regulations.
While we believe our relations with our employees and their various representatives are generally satisfactory, we cannot assure that we can conclude any labor agreements without work stoppages and cannot assure that any work stoppages will not have a material adverse effect on our business.
While we believe our relations with our employees and their various representatives are generally satisfactory, we cannot assure that we can conclude any labor agreements without work stoppages and cannot assure you that any work stoppages will not have a material adverse effect on our business.
If we are delayed or unable to ship finished products or unable to obtain raw materials as a result of any such new or modified regulations or public policy changes related to transportation safety, or these transportation companies’ failure to operate properly, or if there are significant changes in the cost of these services due to new additional regulations, or otherwise, we may not be able to arrange efficient alternatives and timely means to obtain raw materials or ship goods, which could result in a material adverse effect on our business.
If we are delayed or unable to ship finished products or unable to obtain raw materials as a result of any such new or modified regulations or public policy changes related to transportation safety, or these transportation companies’ failure to operate properly, or if there are significant changes in the cost of these services due to industry consolidation, new additional regulations, or otherwise, we may not be able to arrange efficient alternatives and timely means to obtain raw materials or ship goods, which could result in a material adverse effect on our business.
Our cybersecurity risk management strategy is detailed within Item 1C. - Cybersecurity. International Sales and Operations—We are subject to risks associated with our international sales and operations that could have a material adverse effect on our business. Olin has an international presence, including the geographic regions of Europe, Asia Pacific, Latin America and Canada.
Our cybersecurity risk management strategy is detailed within Item 1C. - “Cybersecurity.” International Sales and Operations—We are subject to risks associated with our international sales and operations that could have a material adverse effect on our business. Olin has an international presence, including the geographic regions of Europe, Asia Pacific, Latin America and Canada.
Higher natural gas prices increase our customers’ and competitors’ manufacturing costs and depending on the ratio of crude oil to natural gas prices, could make our customers less competitive in world markets, negatively affecting the demand and pricing for our chemical products. In the chemical industries in which we operate, price is one of the major supplier selection criteria.
Higher natural gas prices increase our customers’ and competitors’ manufacturing costs and depending on the ratio of crude oil to natural gas prices, could make our customers less competitive in global markets, negatively affecting the demand and pricing for our chemical products. In the chemical industries in which we operate, price is one of the major supplier selection criteria.
If any third-party railroad that we utilize to transport chlorine and other chemicals ceases to transport certain hazardous materials, or if there are significant changes in the cost of shipping hazardous materials by rail or otherwise, we may not be able to arrange efficient alternatives and timely means to deliver our products or at all, which could result in a material adverse effect on our business.
If any third-party railroad that we utilize to transport chlorine and other chemicals ceases to transport certain 17 Table of Contents hazardous materials, or if there are significant changes in the cost of shipping hazardous materials by rail or otherwise, we may not be able to arrange efficient alternatives and timely means to deliver our products or at all, which could result in a material adverse effect on our business.
Declines in average selling prices of products of our Epoxy segment could have a material adverse effect on our business. 14 Table of Contents Our Winchester segment is also subject to pricing pressures. Selling prices of ammunition are affected by changes in raw material costs and availability, customer demand and industry production capacity.
Declines in average selling prices of products of our Epoxy segment could have a material adverse effect on our business. Our Winchester segment is also subject to pricing pressures. Selling prices of ammunition are affected by changes in raw material costs and availability, customer demand and industry production capacity.
In addition, future events, such as changes to environmental laws, changes in the interpretation or implementation of current environmental laws or new information about the extent of remediation required, could require us to make additional expenditures, modify or curtail our operations and/or install additional pollution control equipment.
In addition, future events, such as changes to environmental laws, changes in the interpretation or implementation of current environmental laws or new information about the extent of remediation required, could require us to make additional 22 Table of Contents expenditures, modify or curtail our operations and/or install additional pollution control equipment.
These international sales and operations expose us to risks, including: • difficulties and costs associated with complying with complex and varied laws, treaties, and regulations; • tariffs and trade barriers; • outbreaks of serious disease, such as pandemics, which could cause us and our suppliers and/or customers to temporarily suspend operations in affected areas, restrict the ability of Olin to distribute our products or cause economic downturns that could affect demand for our products; • geopolitical or regional conflicts which can disrupt trade flows, supply/demand fundamentals, or the ability to sell certain products within countries or regions; • changes in laws and regulations, including the imposition of economic or trade sanctions affecting international commercial transactions; • risk of non-compliance with anti-bribery laws and regulations, such as the U.S.
These international sales and operations expose us to risks, including: • difficulties and costs associated with complying with complex and varied laws, treaties, and regulations; • tariffs and trade barriers, including any retaliatory trade policies in response thereto, and the associated impact on trade flows and supply/demand fundamentals; • outbreaks of serious disease, such as pandemics, which could cause us and our suppliers and/or customers to temporarily suspend operations in affected areas, restrict the ability of Olin to distribute our products or cause economic downturns that could affect demand for our products; • geopolitical or regional conflicts which can disrupt trade flows, supply/demand fundamentals, or the ability to sell certain products within countries or regions; • changes in laws and regulations, including the imposition of economic or trade sanctions affecting international commercial transactions; • risk of non-compliance with anti-bribery laws and regulations, such as the U.S.
Declines in average selling prices of products of our Winchester segment could have a material adverse effect on our business. We cannot assure you that pricing or profitability in the future will be comparable to any particular historical period, including the most recent period shown in our operating results.
Declines in average selling prices of products of our Winchester segment could have a material adverse effect on our business. Because of the cyclical nature of our businesses, we cannot assure you that pricing or profitability in the future will be comparable to any particular historical period, including the most recent period shown in our operating results.
Gulf Coast, logistics across the region and the supply of certain raw materials, which have had an adverse effect on volume and cost for some of our products. Climate change could result in more frequent severe weather events, potential changes in precipitation patterns and extreme variability in weather patterns, which could disrupt our operations in the U.S.
Gulf Coast, logistics across the region and the supply of certain raw materials, which have had an adverse effect on volume and cost for some of our products. More frequent severe weather events or potential changes in precipitation patterns and extreme variability in weather patterns could disrupt our operations in the U.S.
For example, most of our employees in Europe are represented by works councils that must approve any changes in conditions of employment, including salaries and benefits and staff changes, and may impede efforts to restructure our workforce.
For example, most of our 19 Table of Contents employees in Europe are represented by works councils that must approve any changes in conditions of employment, including salaries and benefits and staff changes, and may impede efforts to restructure our workforce.
Foreign Corrupt Practices Act; • restrictions on, or difficulties and costs associated with, the repatriation of cash from foreign countries to the United States; • unfavorable currency fluctuations; • changes in local economic conditions, including inflation levels exceeding that of the U.S.; 17 Table of Contents • unexpected changes in political or regulatory environments; • labor compliance and costs associated with a global workforce; • data privacy regulations; • difficulties in maintaining overseas subsidiaries and international operations; and • challenges in protecting intellectual property rights.
Foreign Corrupt Practices Act, and export control laws and regulations; • restrictions on, or difficulties and costs associated with, the repatriation of cash from foreign countries to the United States; • unfavorable currency fluctuations; • changes in local economic conditions, including inflation levels exceeding that of the U.S.; • unexpected changes in political or regulatory environments; • labor compliance and costs associated with a global workforce; • data privacy regulations; • difficulties in maintaining overseas subsidiaries and international operations; and • challenges in protecting intellectual property rights.
Our success depends in large part on our ability to recruit and retain our executive officers and senior management. The market for executive officers and senior management in our industry is competitive. We must continue to recruit, retain, and motivate management and other team members sufficiently, both to maintain our current business and to execute our long-term strategic initiatives.
Our success also depends on our ability to recruit and retain our executive officers and senior management. The market for senior leadership in our industry is competitive. We must continue to recruit, retain, and motivate management and other team members sufficiently, both to maintain our current business and to execute our long-term strategic initiatives.
We have included additional information with respect to pending legal and regulatory proceedings in Part II, Item 8, under the heading of “Legal Matters” within Note 22, “Commitments and Contingencies,” of our notes to consolidated financial statements. 21 Table of Contents Environmental Costs—We have ongoing environmental costs, which could have a material adverse effect on our business.
We have included additional information with respect to pending legal and regulatory proceedings in Part II, Item 8—“Financial Statements and Supplementary Data,” under the heading “Legal Matters” within Note 22, “Commitments and Contingencies,” of our notes to consolidated financial statements. Environmental Costs—We have ongoing environmental costs, which could have a material adverse effect on our business.
The loss of key personnel or our failure to attract and retain other qualified and experienced personnel could disrupt or materially adversely affect our business. In addition, our operating results could be adversely affected by increased costs due to increased competition for employees or higher employee turnover, which may result in the loss of significant customer business or increased costs.
The loss of key personnel or our failure to attract and retain other qualified and experienced personnel could disrupt or materially adversely affect our business. Our operating results could be adversely affected by increased costs from competition for employees or employee turnover, and may result in the loss of significant customer business or increased costs.
Certain of our facilities are dependent on feedstocks, services, and related infrastructure provided by third parties, which are provided pursuant to long-term contracts.
Certain of our facilities are dependent on feedstocks, services, and related infrastructure provided by 16 Table of Contents third parties, which are provided pursuant to long-term contracts.
Our indebtedness could have important consequences, including but not limited to: • limiting our ability to fund working capital, capital expenditures, and other general corporate purposes; • limiting our ability to accommodate growth by reducing funds otherwise available for other corporate purposes, which in turn could prevent us from fulfilling our obligations under our indebtedness; • limiting our operational flexibility due to the covenants contained in our debt agreements; • to the extent that our debt is subject to floating interest rates, increasing our vulnerability to fluctuations in market interest rates; • limiting our ability to pay cash dividends; • limiting our ability to approve or execute share repurchase programs; • limiting our flexibility for, or reacting to, changes in our business or industry or economic conditions, thereby limiting our ability to compete with companies that are not as highly leveraged; and • increasing our vulnerability to economic downturns.
Our indebtedness could have important consequences, including but not limited to: • limiting our ability to fund working capital, capital expenditures, and other general corporate purposes; • limiting our ability to accommodate growth, including acquisitions, by reducing funds otherwise available for other corporate purposes, which in turn could prevent us from fulfilling our obligations under our indebtedness; • limiting our operational flexibility due to the covenants contained in our debt agreements; • to the extent that our debt is subject to floating interest rates, increasing our vulnerability to fluctuations in market interest rates; • limiting our ability to pay cash dividends; • limiting our ability to approve or execute share repurchase programs; • adversely affecting our credit ratings which could increase our future costs of funding, liquidity and access to capital markets; • limiting our flexibility for, or reacting to, changes in our business or industry or economic conditions, thereby limiting our ability to compete with companies that are not as highly leveraged; and • increasing our vulnerability to economic downturns.
If we operate at lower operating rates for extended periods or make frequent changes to operating rates, our assets may become less reliable or may require additional maintenance or capital investment, which could have a material adverse effect on our business.
Some of our assets were designed to operate at consistently high operating rates. If we operate at lower operating rates for extended periods or make frequent changes to operating rates, our assets may become less reliable or may require additional maintenance or capital investment, which could have a material adverse effect on our business.
While certain of these contracts contain price escalation and other price adjustment provisions, if we are unable to control costs related to these contracts or if our assumptions regarding the fixed pricing on one or multiple of these contracts is incorrect, we may experience lower profitability, materially adversely affecting our business.
While certain of these contracts contain price escalation and other price adjustment provisions, if we are unable to control costs related to these contracts or if our assumptions regarding the fixed pricing on one or multiple of these contracts is incorrect, we may experience lower profitability, materially adversely affecting our business. Item 1B. UNRESOLVED STAFF COMMENTS Not applicable.
Gulf Coast, or elsewhere, as well as those of our customers and suppliers. Severe 16 Table of Contents weather conditions or other natural phenomena in the future, including those resulting from climate change, could have a material adverse effect on our business. Third-Party Transportation—We rely heavily on third-party transportation, which subjects us to risks and costs that we cannot control.
Gulf Coast, or elsewhere, as well as those of our customers and suppliers. Severe weather conditions or other natural phenomena in the future could have a material adverse effect on our business. Third-Party Transportation—We rely heavily on third-party transportation, which subjects us to risks and costs that we cannot control.
Our Senior Revolving Credit Facility, and other debt instruments, include certain financial maintenance covenants requiring us to not exceed a maximum leverage ratio and to maintain a minimum coverage ratio.
Our Senior Secured Revolving Credit Facility (see ‘Indebtedness’ below), and other debt instruments, include certain financial maintenance covenants requiring us to not exceed a maximum net leverage ratio and to maintain a minimum coverage ratio.
Our Winchester business currently operates and manages the Lake City Army Ammunition Plant in Independence, MO under a multi-year contract with the U. S. Army. The contract has an initial term of seven years, starting on October 1, 2020, and may be extended for up to three additional years.
Our Winchester business currently operates and manages the Lake City Army Ammunition Plant in Independence, MO under a multi-year contract with the U.S. Army. The contract has an initial term of seven years, that began on October 1, 2020, and has been extended for three additional years.
We cannot assure you that the chemical industry or ammunition industry will not experience adverse trends in the future. Operating Model—Our operating results could be negatively affected if we do not successfully execute our operating model in our chemicals businesses. Our operating model in our chemicals businesses prioritizes ECU margins over sales volume.
We cannot assure you that the chemical industry or ammunition industry will not experience adverse trends in the future. Operating Model—Our operating results could be negatively affected if we do not successfully execute our operating model in our chemicals businesses. Our operating model in our chemicals businesses, which emphasizes a disciplined value-first commercial approach, prioritizes ECU margins over sales volume.
Nevertheless, we cannot assure you that increased pricing pressure will not affect our operating results in the future during these periods. Another factor influencing demand and pricing for chemical products is the price of energy.
We believe our operating model can mitigate pricing pressure historically experienced during periods of supply exceeding demand. Nevertheless, we cannot assure you that increased pricing pressure will not affect our operating results in the future during these periods. Another factor influencing demand and pricing for chemical products is the price of energy.
External factors include inflation and fluctuations in interest rates, customer demand, labor and energy costs, currency changes, new capacity additions, competitor actions, public health epidemics, and other factors beyond our control. The demand for our products and our customers’ products is directly affected by such fluctuations.
External factors include inflation and fluctuations in interest rates, tariffs and trade barriers, customer demand, labor and energy costs, currency changes, new capacity additions, increased utilization of current capacity, competitor actions, political conflicts, public health epidemics, and other factors beyond our control. The demand for our products and our customers’ products is directly affected by such fluctuations.
In addition, an increase in costs generally as a result of rising inflation, or in a particular sector such as the energy or transportation sector, could result in rising costs which we cannot fully mitigate through product price increases or cost reductions, which could also adversely affect our profitability.
In addition, an increase in costs generally as a result of heightened inflation, tariffs and trade barriers, political conflicts or other macroeconomic factors, or in a particular sector such as the energy or transportation sector, could result in rising costs which we cannot fully mitigate through product price increases or cost reductions, which could also adversely affect our profitability.
However, there can be no assurance that such refinancing would be available to us on terms that would be acceptable to us or at all. Indebtedness—Our indebtedness could materially adversely affect our business. As of December 31, 2024, we had $2,842.2 million of indebtedness outstanding.
However, there can be no assurance that such refinancing would be available to us, or that the terms would be acceptable. Indebtedness—Our indebtedness could materially adversely affect our business. As of December 31, 2025, we had $2,827.3 million of indebtedness outstanding.
Any significant change in the terms that we have with our key suppliers could have a material adverse effect on our business, as could significant additional requirements from suppliers that we provide them additional security in the form of prepayments or posting letters of credit.
Any significant change in the terms that we have with our key suppliers could have a material adverse effect on our business, as could significant additional requirements from suppliers that we provide them additional security in the form of prepayments or posting letters of credit. Production Hazards—Our facilities are subject to operating hazards, which may disrupt our business.
Pension Plans—The impact of declines in global equity and fixed income markets on asset values and any declines in interest rates and/or improvements in mortality assumptions used to value the liabilities in our pension plans may result in higher pension costs and the need to fund the pension plans in future years in material amounts.
Pension Plans—The impact of declines in global equity and fixed income markets on asset values and any declines in interest rates and/or improvements in mortality assumptions used to value the liabilities in our pension plans may result in higher pension costs and the need to fund the pension plans in future years in material amounts. 20 Table of Contents We sponsor domestic and foreign defined benefit pension plans for eligible employees and retirees.
In 2024, approximately 29% of our sales were generated outside of the United States.
In 2025, approximately 32% of our sales were generated outside of the United States.
Credit and Capital Market Conditions—Adverse conditions in the credit and capital markets may limit or prevent our ability to borrow or raise capital. 18 Table of Contents While we believe we have facilities in place that should allow us to borrow funds as needed to meet our ordinary course business activities, adverse conditions in the credit and financial markets could prevent us from obtaining financing, if the need arises, or result in our creditors terminating their funding commitments.
While we believe we have facilities in place that should allow us to borrow funds as needed to meet our ordinary course business activities, adverse conditions in the credit and financial markets could prevent us from obtaining financing, on commercially reasonable terms or at all, if the need arises, or result in our creditors terminating their funding commitments.
The following summarizes the risks and uncertainties that we consider to be material and that may adversely affect our business, financial condition, results of operations, cash flows and/or reputation.
The following summarizes the risks and uncertainties that we consider to be material and that may adversely affect our business, financial condition, results of operations, cash flows and/or reputation. Additional risks and uncertainties that we are unaware of or that we currently deem immaterial also may become important factors that affect us.
Our industries and the businesses of most of our customers have historically experienced periodic downturns. These economic, seasonal and industry downturns have been characterized by diminished product demand, excess manufacturing capacity and, in some cases, lower average selling prices.
Business, Industry and Operational Risks Sensitivity to Global Economic Conditions—Our operating results could be negatively affected during economic and industry downturns. Our industries and the businesses of most of our customers have historically experienced periodic downturns. These economic, seasonal and industry downturns have been characterized by diminished product demand, excess manufacturing capacity and, in some cases, lower average selling prices.
If we fail to comply with either of these covenants in a future period and are not able to obtain waivers from the lenders, we would need to refinance our current senior credit facility or our ability to borrow under this facility may be limited.
If we fail to comply with any of these covenants in a future period and are not able to obtain waivers from, or enter into an agreement with, our lenders, we would need to refinance our debt, or our ability to borrow may be limited.
We sponsor domestic and foreign defined benefit pension plans for eligible employees and retirees. Substantially all domestic defined benefit pension plan participants are no longer accruing benefits. However, a portion of our bargaining hourly employees continue to participate in our domestic qualified defined benefit pension plans under a flat-benefit formula.
Substantially all domestic defined benefit pension plan participants are no longer accruing benefits. However, a portion of our bargaining hourly employees continue to participate in our domestic qualified defined benefit pension plans under a flat-benefit formula. Our funding policy for the qualified defined benefit pension plans is consistent with the requirements of federal laws and regulations.
Legislation or regulations that may be adopted or modified by U.S. or foreign governments that affect products we produce could significantly affect the sales, costs and profitability of our business, including legislation or regulations intended to address antitrust and competition, the environment, climate change, taxes, international trade matters through import and export duties and quotas and anti-dumping measures and related tariffs. 20 Table of Contents The chemical and ammunition industries are subject to extensive legislative and regulatory actions, which could have a material adverse effect on our business.
Legislation or regulations that may be adopted or modified by U.S. or foreign governments that affect products we produce could significantly affect the sales, costs and profitability of our business, including legislation or regulations intended to address antitrust and competition, the environment, including greenhouse gas emissions, taxes, international trade matters through import and export duties and quotas and anti-dumping measures and related tariffs.
Any significant increased product supply could put downward pressure on our product pricing, negatively affecting our profitability. Pricing Pressure—Our profitability could be reduced by declines in average selling prices of our products.
Any significant increased product supply could put downward pressure on our product pricing, negatively affecting our profitability. Cyclical Pricing Pressure—Our profitability could be reduced by declines in average selling prices of our products. Our historical operating results reflect the cyclical and sometimes volatile nature of the chemical and ammunition industries.
The determinations of pension expense and pension funding are based on a variety of rules and regulations along with economic factors which are outside of our control. These factors include returns on invested assets, the level of certain market interest rates, the discount rates used to determine pension obligations and mortality assumptions used to value liabilities in our pension plans.
These factors include returns on invested assets, the level of certain market interest rates, the discount rates used to determine pension obligations and mortality assumptions used to value liabilities in our pension plans.
We cannot assure you that events having an adverse effect on the industries in which we operate will not occur or continue, such as a downturn in the European, Asian Pacific, particularly Chinese, Latin American, or other world economies, increases in or persistently high interest rates, unfavorable currency fluctuations or prolonged effects of global public health crises, including pandemics.
In addition, our customers could decide to move some or all of their production to locations that are more remote from our facilities, or to another supplier, and this could reduce demand for our products. 14 Table of Contents We cannot assure you that events having an adverse effect on the industries in which we operate will not occur or continue, such as a downturn in the European, Asian Pacific, particularly Chinese, Latin American, or other world economies, increases in or persistently high interest rates, unfavorable currency fluctuations or prolonged effects of global public health crises, including pandemics.
Production Hazards—Our facilities are subject to operating hazards, which may disrupt our business. We are dependent upon the continued safe and reliable operation of our production facilities.
We are dependent upon the continued safe and reliable operation of our production facilities.
For example, we may not be able to consistently achieve higher margins compared to previous industry or business cycles, customers may not be willing to transact with us on terms acceptable to us, or the margin improvement achieved might be more than offset by the impact from lower sales volumes, any of which could have a material adverse effect on our business.
For example, we may not be able to consistently achieve higher margins compared to previous industry or business cycles, customers may not be willing to transact with us on terms acceptable to us, or the margin improvement achieved might be more than offset by the impact from lower sales volumes, any of which could have a material adverse effect on our business. 15 Table of Contents In addition, we take actions from time to time designed to complement our operating model, such as purchase for re-sale transactions that may not improve our operating results and could adversely affect our business if these activities are not successfully implemented.
Feedstock and energy costs generally follow price trends in crude oil and natural gas, which are sometimes volatile. Ultimately, the ability to pass on underlying cost increases in a timely manner or at all is partially dependent on market conditions. Conversely, when feedstock and energy costs decline, selling prices generally decline as well.
Ultimately, the ability to pass on underlying cost increases in a timely manner or at all is partially dependent on market conditions. Conversely, when feedstock and energy costs decline, selling prices generally decline as well. As a result, volatility in these costs could have a material adverse effect on our business.
Successful accomplishment of this objective may be limited by the availability and suitability of acquisition candidates, the ability to obtain regulatory approvals necessary to complete a planned transaction, and by our financial resources.
As part of our growth strategy, we intend to pursue acquisitions and joint venture opportunities consistent with or complementary to our existing business strategies. Successful accomplishment of this objective may be limited by the availability and suitability of acquisition candidates, the ability to obtain regulatory approvals necessary to complete a planned transaction, and by our financial resources.
Additionally, we may 15 Table of Contents be forced to pay additional transportation costs or to invest in capital projects for pipelines or alternate facilities to accommodate railcar or other delivery methods or to replace other services.
If we are required to obtain an alternate source for these feedstocks or services, we may not be able to obtain equally favorable pricing and terms. Additionally, we may be forced to pay additional transportation costs or to invest in capital projects for pipelines or alternate facilities to accommodate railcar or other delivery methods or to replace other services.
Any failure by us to manage a successful leadership transition of an executive officer and to timely identify a qualified permanent replacement could have a material adverse effect on our business. Ability to Attract and Retain Qualified Employees—We must attract, retain and motivate key employees, and the failure to do so may materially adversely affect our business.
Any failure by us to manage a successful leadership transition of an executive officer and to timely identify a qualified permanent replacement could have a material adverse effect on our business. Credit and Capital Market Conditions—Adverse conditions in the credit and capital markets may limit or prevent our ability to borrow or raise capital.
Under REACH, additional testing requirements, documentation, risk assessments and registrations are occurring and will continue to occur and may adversely affect our costs of products produced in or imported into the European Union.
We also anticipate future regulatory action related to EDC and VCM under the amended TSCA law that could significantly affect the sales, costs and profitability of those product lines. 21 Table of Contents Under REACH, additional testing requirements, documentation, risk assessments and registrations are occurring and will continue to occur and may adversely affect our costs of products produced in or imported into the European Union.
Periods of high demand, tight supply and increasing operating margins tend to result in increases in capacity and production until supply exceeds demand, generally followed by periods of oversupply and declining prices. We believe our operating model can mitigate pricing pressure historically experienced during periods of supply exceeding demand.
We experience cycles of fluctuating supply and demand, particularly in our Chlor Alkali Products and Vinyls segment, which can result in changes in selling prices. Periods of high demand, tight supply and increasing operating margins tend to result in increases in capacity and production until supply exceeds demand, generally followed by periods of oversupply and declining prices.
There can be no assurance that we will be able to achieve or sustain any or all of the cost savings generated from our actions. Suppliers—We rely on a limited number of third-party suppliers for specified feedstocks and services. We obtain a significant portion of our raw materials from a few key suppliers.
Suppliers—We rely on a limited number of third-party suppliers for specified feedstocks and services. We obtain a significant portion of our raw materials from a few key suppliers.
Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our debt obligations on commercially reasonable terms, would have a material adverse effect on our business, as well as on our ability to satisfy our debt obligations. 19 Table of Contents Labor Matters—We cannot assure that we can conclude future labor contracts or any other labor agreements without work stoppages.
Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our debt obligations on commercially reasonable terms or at all, would have a material adverse effect on our business, as well as on our ability to satisfy our debt obligations.
Raw Materials—Availability of purchased feedstocks and energy, and the volatility of these costs, affect our operating costs and add variability to earnings. Purchased feedstock, including propylene and cumene, and energy costs account for a substantial portion of our total production costs and operating expenses. We purchase certain raw materials as feedstocks.
Energy costs and purchased feedstock, including propylene, cumene and ethylene, account for a substantial portion of our total production costs and operating expenses. We purchase certain raw materials as feedstocks. Energy costs and feedstock generally follow price trends in crude oil and natural gas, which are sometimes volatile.
Many of our products and operations are subject to chemical control laws of the countries in which they are located. These laws include regulation of chemical substances and inventories under the U.S. Toxic Substances Control Act of 1976 (TSCA) in the U.S. and the Registration, Evaluation and Authorization of Chemicals (REACH) regulation in Europe.
Toxic Substances Control Act of 1976 (TSCA) in the U.S. and the Registration, Evaluation and Authorization of Chemicals (REACH) regulation in Europe.
Subject to existing contracts, a vendor may choose to modify its relationship with us due to general economic concerns or concerns relating to the vendor or us, at any time.
The impact of microeconomic factors such as tariffs and trade barriers and political conflicts, particularly with suppliers of ours that operate internationally, may lead to further supply chain constraints. Subject to existing contracts, a vendor may choose to modify its relationship with us due to general economic concerns or concerns relating to the vendor or us, at any time.
Our funding policy for the qualified defined benefit pension plans is consistent with the requirements of federal laws and regulations. Our foreign subsidiaries maintain pension and other benefit plans, which are consistent with local statutory practices.
Our foreign subsidiaries maintain pension and other benefit plans, which are consistent with local statutory practices. The determinations of pension expense and pension funding are based on a variety of rules and regulations along with economic factors which are outside of our control.
We believe our success depends on hiring, retaining and motivating key employees, including executive officers. Our future success depends in part on our ability to identify and develop talent throughout the organization who adopt and successfully execute our strategies and operating model.
Our future success depends in part on our ability to identify and develop talent throughout the organization who adopt and successfully execute our strategies and operating model. The development and retention of talented personnel and appropriate senior management succession planning will continue to be important to the successful execution of our strategies.
Various labor unions represent a significant number of our hourly paid employees for collective bargaining purposes. In 2025, we have no labor agreements that are due to expire in Canada, and two labor agreement expiring in the U.S., representing approximately 2% of our global workforce.
In 2026, we have no labor agreements that are due to expire in Canada, and three labor agreements expiring in the U.S., including our East Alton, IL, facility (523 employees) and our Lake City facility in Independence, MO (1,358 employees), representing approximately 24% of our global workforce.
If we are unable to access the credit and capital markets on commercially reasonable terms, we could experience a material adverse effect on our business. Credit Facility—Weak industry conditions could affect our ability to comply with the financial maintenance covenants in our senior credit facility.
Any one or more of the above factors could have a material adverse effect on our business. 18 Table of Contents Credit Facility—Adverse industry or business conditions impacting our profitability could affect our ability to comply with the covenants and restrictions in our debt agreements.
Outstanding indebtedness does not include amounts that could be borrowed under our Senior Revolving Credit Facility with aggregate commitments of $1,200.0 million (Senior Revolving Credit Facility). As of December 31, 2024, our indebtedness represented 58.0% of our total capitalization and $129.0 million of our indebtedness was due within one year.
Outstanding indebtedness does not include amounts that could be borrowed under our 2025 revolving credit facility with aggregate commitments of $1,200.0 million (2025 Revolving Credit Facility), which was amended on February 19, 2026 which, among other things, modified the financial covenants to be less restrictive and incorporated guarantees and collateral by certain of our domestic subsidiaries.
The development and retention of key personnel and appropriate senior management succession planning will continue to be important to the successful execution of our strategies. We may have difficulty locating and hiring qualified personnel. In addition, we may have difficulty retaining such personnel once hired, and key people may leave and compete against us.
The Company has experienced, and continues to experience, an increasingly competitive hiring environment for skilled employees at its manufacturing sites. In addition, we may have difficulty retaining such personnel once hired, and key people may leave and compete against us.
Removed
Additional risks and uncertainties that we are unaware of or that we currently deem immaterial also may become important factors that affect us. 13 Table of Contents Business, Industry and Operational Risks Sensitivity to Global Economic Conditions—Our operating results could be negatively affected during economic and industry downturns.
Added
There can be no assurance that we will be able to achieve or sustain any or all of the cost savings generated from our actions and initiatives, and our business could be adversely affected. Raw Materials—Availability of purchased feedstocks and energy, and the volatility of these costs, affect our operating costs and add variability to earnings.
Removed
In addition, our customers could decide to move some or all of their production to locations that are more remote from our facilities, and this could reduce demand for our products.
Added
We have experienced cyber incidents in the past and, although we do not believe any have been material, we may experience cybersecurity incidents and security breaches in the future.
Removed
Our industries and each of our business segments experience fluctuating supply and demand, particularly in our Chlor Alkali Products and Vinyls segment, which can result in changes in selling prices.
Added
Our inability to comply with these or other covenants and restrictions in our current and future debt agreements could result in an event of default, including cross-defaults to other debt facilities, if not cured or waived.
Removed
In addition, we take actions from time to time designed to complement our operating model, such as purchase for re-sale transactions that may not improve our operating results and could adversely affect our business if these activities are not successfully implemented. Some of our assets were designed to operate at consistently high operating rates.
Added
Unfavorable industry or business conditions may have a material adverse effect on our business and profitability and depending on the magnitude and duration of the impact, may affect our ability to maintain compliance with these ratios.
Removed
If we are required to obtain an alternate source for these feedstocks or services, we may not be able to obtain equally favorable pricing and terms.
Added
Additional information with respect to our credit facility amendment is contained in Part II, Item 8—“Financial Statements and Supplementary Data,” under the heading “Subsequent Event” within Note 11, “Debt,” of our notes to consolidated financial statements. As of December 31, 2025, our indebtedness represented 60.2% of our total capitalization and $109.7 million of our indebtedness was due within one year.
Removed
As a result, volatility in these costs could have a material adverse effect on our business.
Added
Labor Matters—We cannot assure you that we can conclude future labor contracts or any other labor agreements without work stoppages. Various labor unions represent a significant number of our hourly paid employees for collective bargaining purposes.
Removed
Any one or more of the above factors could have a material adverse effect on our business. Ability to Manage Executive Officer Transition—We must attract, retain and motivate key executive officers and the failure to do so or to effectively manage the transition of executive officers could have a material adverse effect on our business.
Added
Ability to Attract and Retain Qualified Employees—We must attract, retain and motivate key employees, and the failure to do so may materially adversely affect our business. We believe our success depends on the Company’s ability to attract, retain, develop and motivate highly skilled personnel.
Removed
Depending on the magnitude and duration of economic or industry downturns affecting our businesses, including deterioration in prices and volumes, there can be no assurance that we will continue to be in compliance with these ratios.
Added
The chemical and ammunition industries are subject to extensive legislative and regulatory actions, which could have a material adverse effect on our business. Many of our products and operations are subject to chemical control laws of the countries in which they are located. These laws include regulation of chemical substances and inventories under the U.S.
Removed
We also anticipate future regulatory action related to EDC and VCM under the amended TSCA law that could significantly affect the sales, costs and profitability of those product lines.
Removed
Environmental, Social and Governance (ESG)—ESG issues and related regulations, including those related to climate change and sustainability, may have a materially adverse effect on our business. Companies across all industries are facing increased scrutiny related to their ESG policies and practices.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur CIO has over fifteen years of experience leading cybersecurity oversight for global organizations, and our Information Security team leaders have extensive cybersecurity and information technology industry experience with Olin or other large public companies and hold industry certifications, including the Certified Information Systems Security Professional certification.
Biggest changeThe CIO and CISO, along with the leadership team, possess many years of relevant Information Technology, cybersecurity and risk management experience in the manufacturing and defense sectors with Olin or other large public companies. Educational backgrounds include advanced degrees and certifications, such as Certified Information Systems Security Professional.
Additionally, our CIO meets with the Audit Committee or Board each quarter to discuss cyber hygiene, incidents (as needed), and provide updates on our enterprise-wide cybersecurity risks and strategies, including steps taken to mitigate and manage the same.
Additionally, our CIO meets with the Audit Committee or Board of Directors each quarter to discuss cyber hygiene, incidents (as needed), and provide updates on our enterprise-wide cybersecurity risks and strategies, including steps taken to mitigate and manage the same.
We continue to expand our cybersecurity risk mitigation strategies, which includes around-the-clock monitoring of our global network, using layered defenses and identifying and protecting critical assets, including our manufacturing facilities. The Information Security team conducts annual cybersecurity awareness training and quarterly email phishing tests and training for all employees.
We continue to expand our cybersecurity risk mitigation strategies, which includes around-the-clock monitoring of our global network, using 23 Table of Contents layered defenses and identifying and protecting critical assets, including our manufacturing facilities. The Information Security team conducts annual cybersecurity awareness training and quarterly email phishing tests and training for all employees.
The Board’s Audit Committee is delegated responsibility for oversight of our ERM process, including our strategies to identify, detect and respond to cybersecurity and information technology risks and threats. Our Audit Committee’s process includes an annual review of our ERM program to ensure appropriate practices are in place to monitor and mitigate identified risks on an ongoing basis.
The Board of Director’s Audit Committee is delegated responsibility for oversight of our ERM process, including our strategies to identify, detect and respond to cybersecurity and information technology risks and threats. Our Audit Committee’s process includes an annual review of our ERM program to ensure appropriate practices are in place to monitor and mitigate identified risks on an ongoing basis.
While management holds primary responsibility for our Company’s risk management strategy, 23 Table of Contents our Board, with the support of its committees, oversees the process to ensure that the framework designed, implemented and maintained by management is functioning as intended and adapts, when necessary, to our evolving strategy and emerging risks.
While management holds primary responsibility for our Company’s risk management strategy, our Board of Directors, with the support of its committees, oversees the process to ensure that the framework designed, implemented and maintained by management is functioning as intended and adapts, when necessary, to our evolving strategy and emerging risks.
The Information Security team prepares a monthly scorecard for senior management, summarizing cyber events for the month and reporting on our remedial actions. While we have experienced cybersecurity attacks, such attacks to date have not materially affected the Company or our business strategy, results of operations, or financial condition.
The Information Security team prepares a quarterly scorecard for senior management and the Audit Committee, summarizing cyber activity for the quarter and reporting on our remedial actions. While we have experienced typical cybersecurity incidents, such incidents to date have not materially affected the Company or our business strategy, results of operations, or financial condition.
Failure of any one or more than one of our information technology systems could be caused by internal or external events or parties, such as incursions by intruders or hackers, computer viruses, cyber-attacks, failures in hardware or software, or power or telecommunication fluctuations or failures. For more information about the cybersecurity risks we face, see Item 1A - Risk Factors.
Failure of any one or more than one of our information technology systems could be caused by internal or external events or parties, such as incursions by intruders or hackers, computer viruses, cyber-attacks, failures in hardware or software, or power or telecommunication fluctuations or failures.
Our Information Security team monitors alerts and meets to discuss threat levels, trends and remediation tactics. Every identified cyber event is evaluated, ranked by severity and prioritized for response and remediation in compliance with our global Security Incident Management Procedure.
Every identified cyber event is evaluated, ranked by severity and prioritized for response and remediation in compliance with our global Security Incident Management Procedure.
To aid the Board with its cybersecurity and data privacy oversight responsibilities, the Board periodically hosts experts for presentations on current cyber topics, trends and best practices. We have established protocols by which certain cybersecurity incidents are reported to the Audit Committee and Board.
To aid the Board of Directors with its cybersecurity and data privacy oversight responsibilities, the Board of Directors periodically hosts experts for presentations on current cyber topics, trends and best practices.
We consult with multiple third-party firms to assess and review these policies and standards and regularly update them for contemporary best practices.
We consult with multiple third-party firms to assess and review these policies and standards and regularly update them for contemporary best practices. Our Information Security team monitors alerts and meets to discuss threat levels, trends and remediation tactics.
Cybersecurity Governance Cybersecurity is an important component of our ERM framework and an area of focus for both our Board of Directors (Board) and management team.
For more information about the cybersecurity risks we face, see Item 1A - “Risk Factors.” Cybersecurity Governance Cybersecurity is an important component of our ERM framework and an area of focus for both our Board of Directors and management team.
Our Company’s Chief Information Officer (CIO) is responsible for developing and maintaining our global cybersecurity and information technology program and directs our Information Security team. The Information Security team is primarily responsible for identifying and protecting against cybersecurity threats and maintains a comprehensive set of policies and standards applicable to our global organization.
The cybersecurity program is overseen by the Company’s Chief Information Security Officer (CISO) and supporting cybersecurity leadership, who lead teams to protect and preserve the confidentiality, integrity and continued availability of all information owned by, or in the care of, Olin against cybersecurity threats and maintains a comprehensive set of policies and standards applicable to our global organization.
Added
The Information Technology organization is led by the Company’s Chief Information Officer (CIO), who is responsible for cybersecurity and risk management, with oversight by the Audit Committee.
Added
In the event that a cybersecurity incident is determined to have, or is likely to have, a material impact on the Company, the CIO, in coordination with Olin’s Chief Financial Officer, Chief Legal Officer or Chief Executive Officer will notify the Audit Committee and Board of Directors, following the Company’s Crisis Management Plan and Procedures.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe contract is for the production of small caliber military ammunition, including 5.56mm, 7.62mm, and .50 caliber rounds, as well as certain cartridges and casings. The contract also allows for the production of certain ammunition for commercial customers. The contract has an initial term of seven years and may be extended by the U.S.
Biggest changeThe contract is for the production of small caliber military ammunition, including 5.56mm, 7.62mm, and .50 caliber rounds, as well as certain cartridges and casings. The contract also allows for the production of certain ammunition for commercial customers. The contract has an initial term of seven years and has been extended by the U.S. Army for three additional years.
Item 2. PROPERTIES Information concerning our principal locations from which our products and services are manufactured, distributed or marketed are included in the tables set forth under the caption “Products and Services” contained in Item 1—“Business.” Generally, these facilities are well maintained, in good operating condition, and suitable and adequate for their use.
Item 2. PROPERTIES Information concerning our principal locations from which our products and services are manufactured, distributed or marketed are included in the tables set forth under the caption “Products, Services and Strategies” contained in Item 1—“Business.” Generally, these facilities are well maintained, in good operating condition, and suitable and adequate for their use.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. LEGAL PROCEEDINGS Discussion of legal matters is incorporated by reference from Part II, Item 8, under the heading of “Legal Matters” within Note 22, “Commitments and Contingencies,” and should be considered an integral part of Part I, Item 3, “Legal Proceedings.” Item 4. MINE SAFETY DISCLOSURES Not applicable. 24 Table of Contents PART II
Biggest changeItem 3. LEGAL PROCEEDINGS Discussion of legal matters is incorporated by reference from Part II, Item 8—“Financial Statements and Supplementary Data,” under the heading “Legal Matters” within Note 22, “Commitments and Contingencies,” of the notes to consolidated financial statements and should be considered an integral part of Part I, Item 3, “Legal Proceedings.” Item 4.
Added
MINE SAFETY DISCLOSURES Not applicable. 24 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe performance graph assumes an investment of $100 on December 31, 2019. 26 Table of Contents FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA 2024 2023 2022 2021 2020 Operations ($ and shares in millions, except per share data) Sales $ 6,540 $ 6,833 $ 9,376 $ 8,911 $ 5,758 Cost of goods sold 5,803 5,667 7,194 6,616 5,375 Selling and administrative 409 407 394 417 422 Restructuring charges 33 90 25 28 9 Goodwill impairment — — — — 700 Other operating income 1 43 16 1 1 Interest expense 184 181 144 348 293 Interest income and other income 4 4 2 — 1 Non-operating pension income 26 24 39 36 19 Income (loss) before taxes 142 559 1,676 1,539 (1,020) Income tax provision (benefit) 37 107 349 242 (50) Net income (loss) 105 452 1,327 1,297 (970) Net loss attributable to noncontrolling interests (4) (8) — — — Net income (loss) attributable to Olin Corporation $ 109 $ 460 $ 1,327 $ 1,297 $ (970) Financial Position Cash and cash equivalents $ 176 $ 170 $ 194 $ 181 $ 190 Working capital, excluding cash and cash equivalents 272 275 401 386 329 Property, plant and equipment, net 2,328 2,520 2,674 2,914 3,171 Total assets 7,579 7,713 8,044 8,518 8,271 Capitalization: Short-term debt 129 79 10 201 26 Long-term debt 2,713 2,591 2,571 2,578 3,838 Shareholders’ equity 2,055 2,268 2,544 2,652 1,451 Total capitalization $ 4,897 $ 4,938 $ 5,125 $ 5,431 $ 5,315 Total debt to total capitalization 58.0 % 54.1 % 50.4 % 51.2 % 72.7 % Per Share Data Net income (loss) attributable to Olin Corporation: Basic $ 0.92 $ 3.66 $ 9.16 $ 8.15 $ (6.14) Diluted $ 0.91 $ 3.57 $ 8.94 $ 7.96 $ (6.14) Cash dividends paid per common share $ 0.80 $ 0.80 $ 0.80 $ 0.80 $ 0.80 Other Capital expenditures $ 195 $ 236 $ 237 $ 201 $ 299 Depreciation and amortization 518 533 599 583 568 Common stock dividends paid 94 101 116 128 126 Repurchases of common stock 300 711 1,351 252 — Current ratio 1.3 1.3 1.4 1.3 1.4 Effective tax rate 25.9 % 19.2 % 20.8 % 15.7 % 4.9 % Average common shares outstanding - diluted 119.5 128.8 148.5 163.0 157.9 Employees 7,676 7,326 7,780 7,750 8,000 Item 6. [RESERVED] 27 Table of Contents
Biggest changeThe performance graph assumes an investment of $100 on December 31, 2020. 26 Table of Contents FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA 2025 2024 2023 2022 2021 Operations ($ and shares in millions, except otherwise noted) Sales $ 6,780.8 $ 6,540.1 $ 6,833.0 $ 9,376.2 $ 8,910.6 Cost of goods sold 6,279.3 5,802.6 5,667.5 7,194.3 6,616.4 Selling and administrative 463.3 408.5 406.7 393.9 416.9 Restructuring charges 33.4 33.3 89.6 25.3 27.9 Other operating income 0.5 0.8 42.9 16.3 1.4 Losses of non-consolidated affiliates (3.1) — — — — Interest expense (188.3) (184.5) (181.1) (143.9) (348.0) Interest income and other income 4.4 3.7 4.3 2.2 0.2 Non-operating pension income 20.6 26.0 24.0 38.7 35.7 Income (loss) before taxes (161.1) 141.7 559.3 1,676.0 1,538.7 Income tax (benefit) provision (60.0) 36.7 107.3 349.1 242.0 Net (loss) income (101.1) 105.0 452.0 1,326.9 1,296.7 Net loss attributable to noncontrolling interests (0.6) (3.6) (8.2) — — Net (loss) income attributable to Olin Corporation $ (100.5) $ 108.6 $ 460.2 $ 1,326.9 $ 1,296.7 Financial Position Cash and cash equivalents $ 167.6 $ 175.6 $ 170.3 $ 194.0 $ 180.5 Working capital, excluding cash and cash equivalents 174.0 272.0 274.7 401.0 385.7 Property, plant and equipment, net 2,196.9 2,328.4 2,519.6 2,674.1 2,913.6 Total assets 7,325.8 7,579.1 7,713.2 8,044.2 8,517.7 Capitalization: Short-term debt 109.7 129.0 78.8 9.7 201.1 Long-term debt 2,717.6 2,713.2 2,591.3 2,571.0 2,578.2 Shareholders’ equity 1,870.6 2,055.4 2,268.3 2,543.6 2,652.2 Total capitalization $ 4,697.9 $ 4,897.6 $ 4,938.4 $ 5,124.3 $ 5,431.5 Total debt to total capitalization (%) 60.2 58.0 54.1 50.4 51.2 Per Share Data Net (loss) income attributable to Olin Corporation: Basic (per share) $ (0.88) $ 0.92 $ 3.66 $ 9.16 $ 8.15 Diluted (per share) $ (0.88) $ 0.91 $ 3.57 $ 8.94 $ 7.96 Cash dividends paid per common share $ 0.80 $ 0.80 $ 0.80 $ 0.80 $ 0.80 Other Capital expenditures $ 226.3 $ 195.1 $ 236.0 $ 236.9 $ 200.6 Depreciation and amortization 521.6 518.1 533.4 598.8 582.5 Common stock dividends paid 91.6 94.2 101.0 116.2 127.8 Repurchases of common stock 50.5 300.3 711.3 1,350.7 251.9 Current ratio 1.2 1.3 1.3 1.4 1.3 Effective tax rate (%) 37.2 25.9 19.2 20.8 15.7 Average common shares outstanding - diluted 114.6 119.5 128.8 148.5 163.0 Employees 7,849 7,676 7,326 7,780 7,750 Item 6. [RESERVED] 27 Table of Contents
The payment of future cash dividends is subject to the discretion of our Board 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.
The payment of future 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 may change our dividend policy, including the frequency or amount of any dividend, in light of then existing conditions.
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.
A dividend of $0.20 per common share was paid during each of the four quarters in 2024 and 2023.
A dividend of $0.20 per common share was paid during each of the four quarters in 2025 and 2024.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (a) Not applicable. (c) As of January 31, 2025, we had 2,644 record holders of our common stock. Our common stock is traded on the NYSE under the “OLN” ticker symbol.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (c) As of January 31, 2026, we had 2,490 record holders of our common stock. Our common stock is traded on the NYSE under the “OLN” ticker symbol.
Issuer Purchases of Equity Securities Period Total Number of Shares (or Units) Purchased (1) Average Price Paid per Share (or Unit) (2) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs October 1-31, 2024 210,845 $ 47.45 210,845 November 1-30, 2024 778,434 42.41 778,434 December 1-31, 2024 — — — Total $ 1,998,931,863 (1) (1) On December 11, 2024, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $1.3 billion (the 2024 Repurchase Authorization).
Issuer Purchases of Equity Securities Period Total Number of Shares (or Units) Purchased (1) Average Price Paid per Share (or Unit) (2) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1) October 1-31, 2025 — $ — — $ 1,958,907,308 November 1-30, 2025 514,074 19.47 514,074 1,948,897,034 December 1-31, 2025 — — — 1,948,897,034 Total $ 1,948,897,034 (1) On December 11, 2024, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $1.3 billion (the 2024 Repurchase Authorization).
Through December 31, 2024, 25,156,703 shares of common stock had been repurchased and retired at a total value of $1,301.1 million and $698.9 million and $1.3 billion of common stock remained available for purchase under the 2022 and 2024 Repurchase Authorization programs, respectively.
Through December 31, 2025, 27,364,471 shares of common stock had been repurchased and retired at a total value of $1,351.1 million and $648.9 million and $1.3 billion of common stock remained available for purchase under the 2022 and 2024 Repurchase Authorization programs, respectively.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN Among Olin Corporation, the S&P 500 Index, S&P 500 Chemicals Index and the S&P Composite 1500 Commodity Chemicals Index 2019 2020 2021 2022 2023 2024 Olin Corporation 100 151 359 336 347 221 S&P 500 Index 100 118 152 125 158 197 S&P 500 Chemicals Index 100 118 149 132 146 146 S&P Composite 1500 Commodity Chemicals Index 100 108 126 119 138 113 Data is for the five-year period from December 31, 2019, through December 31, 2024.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN Among Olin Corporation, the S&P 500 Index, S&P 500 Chemicals Index and the S&P Composite 1500 Commodity Chemicals Index 2020 2021 2022 2023 2024 2025 Olin Corporation 100 239 223 230 147 94 S&P 500 Index 100 129 105 133 166 196 S&P 500 Chemicals Index 100 126 112 124 124 122 S&P Composite 1500 Commodity Chemicals Index 100 117 110 128 104 69 Data is for the five-year period from December 31, 2020, through December 31, 2025.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeFinancial Statements and Supplementary Data 46 Management Report on Internal Control Over Financial Reporting 46 Report of Independent Registered Public Accounting Firm 47 Consolidated Balance Sheets 49 Consolidated Statements of Operations 50 Consolidated Statements of Comprehensive Income 51 Consolidated Statements of Shareholders’ Equity 52 Consolidated Statements of Cash Flows 53 Notes to Consolidated Financial Statements 54
Biggest changeFinancial Statements and Supplementary Data 47 Management Report on Internal Control Over Financial Reporting 47 Report of Independent Registered Public Accounting Firm 48 Consolidated Balance Sheets 50 Consolidated Statements of Operations 51 Consolidated Statements of Comprehensive Income 52 Consolidated Statements of Shareholders’ Equity 53 Consolidated Statements of Cash Flows 54 Notes to Consolidated Financial Statements 55
Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Business Background 28 Recent Developments and Highlights 28 Consolidated Results of Operations 30 Segment Results 32 202 5 Outlook 35 Pension and Postretirement Benefits 35 Environmental Matters 36 Legal Matters and Contingencies 37 Liquidity and Capital Resources 37 Critical Accounting Estimates 41 New Accounting Pronouncements 43 Derivative Financial Instruments 43 Item 7A.
Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Business Background 28 Recent Developments and Highlights 28 Consolidated Results of Operations 30 Segment Results 32 2026 Outlook 35 Pension and Postretirement Benefits 35 Environmental Matters 36 Legal Matters and Contingencies 37 Liquidity and Capital Resources 37 Critical Accounting Estimates 43 New Accounting Pronouncements 44 Derivative Financial Instruments 44 Item 7A.
Quantitative and Qualitative Disclosures About Market Risk 44 Cautionary Statement About Forward-Looking Statements 45 Item 8.
Quantitative and Qualitative Disclosures About Market Risk 45 Cautionary Statement About Forward-Looking Statements 46 Item 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFinancing Activities During 2024 and 2023, activity of our outstanding debt included: Long-term Debt Borrowings (Repayments) for the Year Ended December 31, 2024 2023 Debt Instruments ($ in millions) Borrowings Senior Revolving Credit Facility $ 490.0 $ 375.0 Receivables Financing Agreements 591.9 332.7 Total borrowings 1,081.9 707.7 Repayments Variable-rate Go Zone bonds, due 2024 (50.0) — Variable-rate Recovery Zone bonds, due 2024 (20.0) — Senior Revolving Credit Facility (388.0) (307.0) Term Loan Facility (8.8) (8.7) Receivables Financing Agreements (445.4) (304.2) Finance leases — (1.9) Total repayments (912.2) (621.8) Long-term debt borrowings (repayments), net $ 169.7 $ 85.9 In 2024, we paid debt issuance costs of $1.2 million associated with the 2024 Receivables Financing Agreement.
Biggest changeFor the years ended December 31, 2025 and 2024, we contributed capital of $1.8 million and $23.0 million, respectively, in a non-consolidated affiliate, Hidrogenii, a joint venture between Plug Power, Inc. and Olin Corporation. 38 Table of Contents Financing Activities During 2025 and 2024, activity with respect to our outstanding debt included: December 31, 2025 2024 Long-term Debt Borrowings (Repayments) ($ in millions) Borrowings Term Loan Facilities $ 650.0 $ — Revolving Credit Facilities 790.0 490.0 Receivables Financing Agreements 715.0 591.9 2033 Notes 600.0 — Total borrowings 2,755.0 1,081.9 Repayments Go zone bonds, due 2024 — (50.0) Recovery zone bonds, due 2024 — (20.0) Term Loan Facilities (344.7) (8.8) Revolving Credit Facilities (960.0) (388.0) Receivables Financing Agreements (850.0) (445.4) Industrial development and environmental improvement obligations (2.9) — 2025 Notes (108.6) — 2027 Notes (500.0) — Total repayments (2,766.2) (912.2) Long-term debt (repayments) borrowings, net $ (11.2) $ 169.7 In 2025 we paid debt issuance costs of $12.0 million associated with the 2033 Notes and the 2025 Senior Credit Facility.
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.
The payment of future 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.
These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites. For the year ended December 31, 2023, environmental expense included $6.4 million of insurance recoveries for environmental costs incurred and expensed in prior periods.
These charges relate primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites. For the year ended December 31, 2023, environmental expense included $6.4 million of insurance recoveries for environmental costs incurred and expensed in prior periods.
(3) These amounts are only estimated benefit payments for our foreign qualified pension plans, assuming a weighted average annual expected rate of return on pension plan assets of 4.3% and a discount rate on pension plan obligations of 3.4%. These estimated payments are subject to significant variation and the actual payments may be more than the amounts estimated.
(3) These amounts are only estimated benefit payments for our foreign qualified pension plans, assuming a weighted average annual expected rate of return on pension plan assets of 4.2% and a discount rate on pension plan obligations of 4.0%. These estimated payments are subject to significant variation and the actual payments may be more than the amounts estimated.
Based on our plan assumptions and estimates, we will not be required to make any cash contributions to our domestic qualified defined benefit pension plan in 2025. We have several international qualified defined benefit pension plans for which we anticipate cash contributions of less than $5 million in 2025.
Based on our plan assumptions and estimates, we will not be required to make any cash contributions to our domestic qualified defined benefit pension plan in 2026. We have several international qualified defined benefit pension plans for which we anticipate cash contributions of less than $5 million in 2026.
These charges relate primarily to remedial and investigatory activities associated with past manufacturing operations and former waste disposal sites and may be material to operating results in future years. We have included additional information with respect to environmental matters within Item 8, Note 20, “Environmental,” of our notes to consolidated financial statements.
These charges relate primarily to remedial and investigatory activities associated with past manufacturing operations and former waste disposal sites and may be material to operating results in future years. We have included additional information with respect to environmental matters within Item 8—“Financial Statements and Supplementary Data,” Note 20, “Environmental,” of our notes to consolidated financial statements.
We include the gain or loss on the hedged items (fixed-rate borrowings) in the same line item, interest expense, as the offsetting loss or gain on the related interest rate swaps. There were no outstanding interest rate swaps at December 31, 2024 and 2023.
We include the gain or loss on the hedged items (fixed-rate borrowings) in the same line item, interest expense, as the offsetting loss or gain on the related interest rate swaps. There were no outstanding interest rate swaps at December 31, 2025 and 2024.
The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, hydrochloric acid, hydrogen, bleach products and potassium hydroxide.
The 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.
Laws providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances, and remediation of contaminated sites, have imposed additional regulatory requirements on industry, particularly the chemicals industry. In addition, implementation of environmental laws has required and will continue to require new capital expenditures and will increase plant operating costs.
Laws providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances, and remediation of contaminated sites, have 36 Table of Contents imposed additional regulatory requirements on industry, particularly the chemicals industry. In addition, implementation of environmental laws has required and will continue to require new capital expenditures and will increase plant operating costs.
PENSION AND POSTRETIREMENT BENEFITS We recorded an after-tax benefit of $21.7 million ($29.7 million pretax) to shareholders’ equity as of December 31, 2024, for our pension and other postretirement plans.
In 2024, we recorded an after-tax benefit of $21.7 million ($29.7 million pretax) to shareholders’ equity as of December 31, 2024, for our pension and other postretirement plans.
Based on our plan assumptions and estimates, we will not be required to make any cash contributions to the domestic qualified defined benefit pension plan at least through 2025.
Based on our plan assumptions and estimates, we will not be required to make any cash contributions to the domestic qualified defined benefit pension plan at least through 2026.
Based on the current funding requirements, we will not be required to make any cash contributions to the domestic qualified defined benefit pension plan at least through 2025.
Based on the current funding requirements, we will not be required to make any cash contributions to the domestic qualified defined benefit pension plan at least through 2026.
The discount rate reflects a weighted-average cost of capital, which is calculated, in part based on observable market data. Some of this data (such as the risk free or treasury rate and the pretax cost of debt) are based on the market data at a point in time.
The discount rate reflects a weighted-average cost of capital, which 43 Table of Contents is calculated, in part based on observable market data. Some of this data (such as the risk free or treasury rate and the pretax cost of debt) are based on the market data at a point in time.
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 December 31, 2024.
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 December 31, 2025.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS BACKGROUND Olin Corporation (Olin) 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.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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.
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”).
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).
We believe, based on current and projected levels of cash flow from our operations, together with our cash and cash equivalents on h and and the availability to borrow under our Senior 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 capital expenditure requirements and comply with the financial ratios in our debt agreements.
We believe, based on current and projected levels of cash flow from our operations, together with our cash and cash equivalents on h and 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.
Actual results may differ from these estimates. We believe the following critical accounting estimates are the more significant judgments used in the preparation of the consolidated financial statements. Goodwill Goodwill is not amortized, but is reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred.
We believe the following critical accounting estimates are the more significant judgments used in the preparation of the consolidated financial statements. Goodwill Goodwill is not amortized, but is reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred.
Our liabilities for future environmental expenditures were as follows: December 31, 2024 2023 Environmental Liabilities ($ in millions) Beginning balance $ 153.6 $ 146.6 Charges to income 30.2 30.1 Remedial and investigatory spending (27.3) (25.9) Other — 2.8 Ending balance $ 156.5 $ 153.6 As is common in our industry, we are subject to environmental laws and regulations related to the use, storage, handling, generation, transportation, emission, discharge, disposal and remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which we do business.
Our liabilities for future environmental expenditures were as follows: December 31, 2025 2024 Environmental Liabilities ($ in millions) Beginning balance $ 156.5 $ 153.6 Charges to income 25.5 30.2 Remedial and investigatory spending (25.7) (27.3) Ending balance $ 156.3 $ 156.5 As is common in our industry, we are subject to environmental laws and regulations related to the use, storage, handling, generation, transportation, emission, discharge, disposal and remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which we do business.
Environmental costs and recoveries are included in costs of goods sold. 42 Table of Contents 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) and our ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs.
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) and our ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs.
This charge primarily reflects a 50-basis point increase in the domestic pension plans’ discount rate and a 20-basis point increase in the international defined benefit pension plans’ discount rate, partially offset by unfavorable performance on plan assets during 2024.
This benefit primarily reflected a 50-basis point increase in the domestic pension plans’ discount rate and a 20-basis point increase in the international defined benefit pension plans’ discount rate, partially offset by an unfavorable performance on plan assets during 2024.
In connection with international qualified defined benefit pension plans, we made cash contributions of $1.3 million, $1.0 million and $1.3 million in 2024, 2023 and 2022, respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2025.
In connection with our international qualified defined benefit pension plans, we made cash contributions of $0.7 million, $1.3 million and $1.0 million in 2025, 2024 and 2023, respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2026.
In connection with international qualified defined benefit pension plans we made cash contributions of $1.3 million, $1.0 million and $1.3 million in 2024, 2023 and 2022, respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2025.
In connection with our international qualified defined benefit pension plans we made cash contributions of $0.7 million, $1.3 million and $1.0 million in 2025, 2024 and 2023, respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2026.
We have three operating segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. The three operating segments reflect the organization used by our management for purposes of allocating resources and assessing performance. Chlorine and caustic soda used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment.
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.
Under the Receivables Financing Agreements, our eligible trade receivables are used for collateralized borrowings and continue to be serviced by us. In addition, the Receivables Financing Agreements incorporate the net leverage ratio covenant that is contained in the $1,550.0 million Senior Credit Facility.
Under the Receivables Financing Agreements, our eligible trade receivables are used for collateralized borrowings and continue to be serviced by us. In addition, the Receivables Financing Agreements incorporate the net leverage ratio covenant that is contained in the 2025 Senior Credit Facility.
We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of December 31, 2024, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured.
We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of the date of the amendment, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured.
If all open futures contracts had been settled on December 31, 2024, we would have recognized a pretax gain of $10.2 million. If commodity prices were to remain at December 31, 2024 levels, approximately $6.5 million of deferred gains, net of tax, would be reclassified into earnings during the next twelve months.
If all open futures contracts had been settled on December 31, 2025, we would have recognized a pretax gain of $7.8 million. If commodity prices were to remain at December 31, 2025 levels, approximately $3.5 million of deferred gains, net of tax, would be reclassified into earnings during the next twelve months.
Total environmental-related cash outlays for 2025 are estimated to be approximately $220 million, of which approximately $25 million to $35 million is expected to be spent on investigatory and remedial efforts, approximately $5 million on capital projects and approximately $175 million on normal plant operations.
Total environmental-related cash outlays for 2026 are estimated to be approximately $210 million, of which approximately $25 million to $35 million is expected to be spent on investigatory and remedial efforts, approximately $6 million on capital projects and approximately $175 million on normal plant operations.
All debt obligations are assumed to be held until maturity. (2) For the purposes of this table, we have assumed for all periods presented that there are no changes in the interest rates from those in effect at December 31, 2024, which ranged from 5.0% to 9.5%.
All debt obligations are assumed to be held until maturity. (2) For the purposes of this table, we have assumed for all periods presented that there are no changes in the interest rates from those in effect at December 31, 2025, which ranged from 4.7% to 6.6%.
Winchester segment results included depreciation and amortization expense of $27.2 million and $24.6 million in 2023 and 2022, respectively. Corporate/Other 2024 Compared to 2023 For the year ended December 31, 2024, charges to income for environmental investigatory and remedial activities were $30.2 million, compared to $23.7 million for the year ended December 31, 2023.
Winchester segment results included depreciation and amortization expense of $33.8 million and $27.2 million in 2024 and 2023, respectively. Corporate/Other 2025 Compared to 2024 For the year ended December 31, 2025, charges to income for environmental investigatory and remedial activities were $24.5 million, compared to $30.2 million for the year ended December 31, 2024.
The effect on operating results of items not qualifying for hedge accounting was a gain (loss) of $17.0 million, $(15.7) million and $(27.3) million in 2024, 2023 and 2022, respectively.
The effect on operating results of items not qualifying for hedge accounting was a (loss) gain of $(16.8) million, $17.0 million and $(15.7) million in 2025, 2024 and 2023, respectively.
Significant estimates in our consolidated financial statements include goodwill recoverability, environmental, restructuring and other unusual items, 41 Table of Contents litigation, income tax reserves including deferred tax asset valuation allowances, pension, postretirement and other benefits and allowance for doubtful accounts. We base our estimates on prior experience, current facts and circumstances and other assumptions.
Significant estimates in our consolidated financial statements include goodwill recoverability, environmental, restructuring and other unusual items, litigation, income tax reserves including deferred tax asset valuation allowances, pension, postretirement and other benefits and allowance for doubtful accounts. We base our estimates on prior experience, current facts and circumstances and other assumptions. Actual results may differ from these estimates.
We had the following notional amounts of outstanding forward contracts to buy and sell foreign currency: 43 Table of Contents December 31, 2024 2023 Foreign Currency ($ in millions) Buy — 21.0 Sell 133.7 140.2 Our foreign currency forward contracts and certain commodity derivatives did not meet the criteria to qualify for hedge accounting.
We had the following notional amounts of outstanding forward contracts to buy and sell foreign currency: December 31, 2025 2024 Foreign Currency ($ in millions) Buy — — Sell 134.0 133.7 Our foreign currency forward contracts and certain commodity derivatives did not meet the criteria to qualify for hedge accounting.
Settlements on commodity derivative contracts resulted in (losses) gains of $(30.6) million, $(72.5) million, and $58.2 million in 2024, 2023, and 2022, respectively, which were included in cost of goods sold. At December 31, 2024, we had open derivative notional contract positions through 2028 totaling $204.5 million.
Settlements on commodity derivative contracts resulted in gains 44 Table of Contents (losses) of $16.6 million, $(30.6) million, and $(72.5) million in 2025, 2024, and 2023, respectively, which were included in cost of goods sold. At December 31, 2025, we had open derivative notional contract positions through 2028 totaling $218.6 million.
Years ended December 31, 2024 2023 2022 Sales: ($ in millions) Chlor Alkali Products and Vinyls $ 3,630.2 $ 3,995.1 $ 5,085.0 Epoxy 1,226.3 1,329.2 2,690.5 Winchester 1,683.6 1,508.7 1,600.7 Total sales $ 6,540.1 $ 6,833.0 $ 9,376.2 Income before taxes: Chlor Alkali Products and Vinyls $ 296.4 $ 664.2 $ 1,181.3 Epoxy (85.0) (31.0) 388.5 Winchester 237.9 255.6 372.9 Corporate/Other: Environmental expense (1) (30.2) (23.7) (23.2) Other corporate and unallocated costs (90.1) (106.3) (131.5) Restructuring charges (33.3) (89.6) (25.3) Other operating income (2) 0.8 42.9 16.3 Interest expense (3) (184.5) (181.1) (143.9) Interest income 3.7 4.3 2.2 Non-operating pension income 26.0 24.0 38.7 Income before taxes $ 141.7 $ 559.3 $ 1,676.0 (1) Environmental expense for the years ended December 31, 2023 and 2022, included $6.4 million and $1.0 million, respectively, of insurance recoveries for environmental costs incurred and expensed in prior periods.
Years Ended December 31, 2025 2024 2023 Sales: ($ in millions) Chlor Alkali Products and Vinyls $ 3,684.4 $ 3,630.2 $ 3,995.1 Epoxy 1,371.8 1,226.3 1,329.2 Winchester 1,724.6 1,683.6 1,508.7 Total sales $ 6,780.8 $ 6,540.1 $ 6,833.0 Income before taxes: Chlor Alkali Products and Vinyls $ 181.1 $ 296.4 $ 664.2 Epoxy (103.5) (85.0) (31.0) Winchester 67.7 237.9 255.6 Corporate/Other: Environmental expense (1) (24.5) (30.2) (23.7) Other corporate and unallocated costs (85.7) (90.1) (106.3) Restructuring charges (33.4) (33.3) (89.6) Other operating income (2) 0.5 0.8 42.9 Interest expense (188.3) (184.5) (181.1) Interest income 4.4 3.7 4.3 Non-operating pension income 20.6 26.0 24.0 Income before taxes $ (161.1) $ 141.7 $ 559.3 (1) Environmental expense for the years ended December 31, 2025 and 2023, included $1.0 million and $6.4 million, respectively, of insurance recoveries for environmental costs incurred and expensed in prior periods.
The fair value of our derivative asset and liability balances were: December 31, 2024 2023 Derivative Assets and Liabilities ($ in millions) Other current assets $ 14.5 $ 2.1 Other assets 2.0 3.2 Total derivative asset $ 16.5 $ 5.3 Accrued liabilities $ 3.3 $ 31.9 Other liabilities 0.4 0.5 Total derivative liability $ 3.7 $ 32.4
The fair value of our derivative asset and liability balances were: December 31, 2025 2024 Derivative Assets and Liabilities ($ in millions) Other current assets $ 20.5 $ 14.5 Other assets 3.3 2.0 Total derivative asset $ 23.8 $ 16.5 Accrued liabilities $ 16.6 $ 3.3 Other liabilities — 0.4 Total derivative liability $ 16.6 $ 3.7
Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $440.7 million and $482.2 million in 2023 and 2022, respectively. Epoxy 2024 Compared to 2023 Epoxy sales were $1,226.3 million for 2024 compared to $1,329.2 million in 2023, a decrease of $102.9 million, or 8%.
Epoxy segment results included depreciation and amortization expense of $51.7 million and $53.7 million in 2025 and 2024, respectively. 2024 Compared to 2023 Epoxy sales were $1,226.3 million for 2024 compared to $1,329.2 million in 2023, a decrease of $102.9 million, or 8%.
We fund the defined benefit pension plans based on the minimum amounts required by law plus such amounts we deem appropriate. Given the inherent uncertainty as to actual minimum funding requirements for qualified defined benefit pension plans, no amounts are included in this table for any period beyond one year for the domestic qualified defined benefit plan.
Given the inherent uncertainty as to actual minimum funding requirements for qualified defined benefit pension plans, no amounts are included in this table for any period beyond one year for the domestic qualified defined benefit plan.
The decrease in segment results was due to higher commodity and operating costs ($19.2 million), including propellant costs, and lower product pricing ($10.9 million), partially offset by higher sales volumes ($12.4 million), which includes White Flyer.
Winchester reported segment income of $237.9 million for 2024 compared to $255.6 million for 2023, a decrease of $17.7 million. The decrease in segment results was due to higher commodity and operating costs ($19.2 million), including propellant costs, and lower product pricing ($10.9 million), partially offset by higher sales volumes ($12.4 million), which includes White Flyer.
We also have postretirement healthcare plans that provide health and life insurance benefits to certain retired employees and their beneficiaries, as described in Note 13, “Postretirement Benefits,” in the notes to consolidated financial statements contained in Item 8.
We also have postretirement healthcare plans that provide health and life insurance benefits to certain retired employees and their beneficiaries, as described in Note 13, “Postretirement Benefits,” in the notes to consolidated financial statements contained in Item 8—“Financial Statements and Supplementary Data.” The defined contribution and other postretirement plans are not prefunded, and expenses are paid by us as incurred.
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.
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 limitation, if an amendment or waiver from our lenders is not obtained, could restrict our ability to borrow the maximum amounts available under the Senior Revolving Credit Facility and the 2024 Receivables Financing Agreement. As of December 31, 2024, there were no covenants or other restrictions that limited our ability to borrow.
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.
Interest expense in 2024 increased $3.4 million from 2023, primarily due to higher average interest rates. Interest expense for 2024 and 2023 was reduced by capitalized interest of $1.7 million and $2.8 million, respectively.
Interest expense in 2024 increased $3.4 million from 2023, primarily due to higher average interest rates. Interest expense for 2024 and 2023 was reduced by capitalized interest of $1.7 million and $2.8 million, respectively. Non-operating pension income includes all components of pension and other postretirement income (costs) other than service costs.
This benefit primarily reflected a 260-basis point increase in the domestic pension plans’ discount rate and a 230-basis point increase in the international defined benefit pension plans’ discount rate, partially offset by unfavorable performance on plan assets during 2022.
This benefit primarily reflects a favorable performance on plan assets and a 60-basis point increase in the international defined benefit pension plans’ discount rate, partially offset by a 30-basis point decrease in the domestic pension plans’ discount rate during 2025.
LEGAL MATTERS AND CONTINGENCIES Please see the discussion of legal matters and contingencies within Item 8, under the heading of “Legal Matters” within Note 22, “Commitments and Contingencies.” LIQUIDITY AND CAPITAL RESOURCES Cash Flow Data Years ended December 31, 2024 2023 2022 Provided by (Used for) ($ in millions) Net operating activities $ 503.2 $ 974.3 $ 1,921.9 Capital expenditures (195.1) (236.0) (236.9) Business acquired in purchase transaction, net of cash acquired — (63.9) — Payments under other long-term supply contracts (58.6) (64.5) (37.7) Proceeds from disposition of property, plant and equipment — 28.8 14.9 Investments in unconsolidated affiliates (23.0) — — Net investing activities (283.7) (340.8) (259.7) Long-term debt borrowings (repayments), net 169.7 85.9 (201.1) Common stock repurchased and retired (300.3) (711.3) (1,350.7) Stock options exercised 23.9 25.4 25.7 Dividends paid (94.2) (101.0) (116.2) Contributions received from noncontrolling interests — 44.1 — Net financing activities (212.6) (656.9) (1,646.7) Operating Activities For 2024, cash provided by operating activities decreased by $471.1 million from 2023, primarily due to a decrease in operating results and increased working capital compared to the prior year.
LIQUIDITY AND CAPITAL RESOURCES Cash Flow Data Years Ended December 31, 2025 2024 2023 Cash Provided by (Used for) ($ in millions) Net operating activities $ 474.2 $ 503.2 $ 974.3 Capital expenditures (226.3) (195.1) (236.0) Business acquired in purchase transaction, net of cash acquired (55.8) — (63.9) Payments under other long-term supply contracts (31.0) (58.6) (64.5) Proceeds from disposition of property, plant and equipment — — 28.8 Investments in non-consolidated affiliates (1.8) (23.0) — Net investing activities (319.6) (283.7) (340.8) Long-term debt (repayments) borrowings, net (11.2) 169.7 85.9 Common stock repurchased and retired (50.5) (300.3) (711.3) Stock options exercised 2.3 23.9 25.4 Dividends paid (91.6) (94.2) (101.0) Contributions received from noncontrolling interests — — 44.1 Net financing activities (163.0) (212.6) (656.9) 37 Table of Contents Operating Activities For 2025, cash provided by operating activities decreased by $29.0 million from 2024, primarily due to decreased operating results, partially offset by a benefit in working capital compared with a use of working capital in the prior year.
We also have supply contracts with various third parties for certain raw materials, including ethylene, electricity, propylene and cumene. These contracts have initial terms ranging from several to 20 years.
Virtually none of our lease agreements contain escalation clauses or step rent provisions. We also have supply contracts with various third parties for certain raw materials, including ethylene, electricity, propylene and cumene. These contracts have initial terms ranging from several to 20 years.
Other corporate and unallocated costs in 2025 are expected to be higher than the $90.1 million in 2024. During 2025, we anticipate environmental expenses in the $25 million to $35 million range, compared to $30.2 million in 2024. We expect non-operating pension income in 2025 to be lower than the $26.0 million in 2024.
Other corporate and unallocated costs in 2026 are expected to be higher than the $85.7 million in 2025. During 2026, we anticipate environmental expenses in the $25 million to $35 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.
Non-cancelable operating leases and purchasing commitments are utilized in our normal course of business for our projected needs. Our operating lease commitments as described in Item 8, Note 21, “Leases,” are primarily for railcars, but also include logistics, manufacturing, storage, real estate, and information technology assets. Virtually none of our lease agreements contain escalation clauses or step rent provisions.
Non-cancelable operating leases and purchasing commitments are utilized in our normal course of business for our projected needs. Our operating lease commitments as described in Item 8—“Financial Statements and Supplementary Data,” Note 21, “Leases,” in the notes to the consolidated financial statements, are primarily for railcars, but also include logistics, manufacturing, storage, real estate, and information technology assets.
Chlor Alkali Products and Vinyls 2024 Compared to 2023 Chlor Alkali Products and Vinyls sales for 2024 were $3,630.2 million compared to $3,995.1 million in 2023, a decrease of $364.9 million, or 9%. The sales decrease was primarily due to lower pricing, primarily caustic soda, partially offset by increased sales volumes associated with products purchased from other parties.
The sales decrease was primarily due to lower pricing, primarily caustic soda, partially offset by increased sales volumes associated with products purchased from other parties. Chlor Alkali Products and Vinyls reported segment income of $296.4 million for 2024 compared to $664.2 million for 2023, a decrease of $367.8 million.
Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $424.6 million and $440.7 million in 2024 and 2023, respectively. 32 Table of Contents 2023 Compared to 2022 Chlor Alkali Products and Vinyls sales for 2023 were $3,995.1 million compared to $5,085.0 million in 2022, a decrease of $1,089.9 million, or 21%.
Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $423.6 million and $424.6 million in 2025 and 2024, respectively. 2024 Compared to 2023 Chlor Alkali Products and Vinyls sales for 2024 were $3,630.2 million compared to $3,995.1 million in 2023, a decrease of $364.9 million, or 9%.
The acquisition will be financed with cash on hand and is expected to close in the second quarter of 2025. 29 Table of Contents CONSOLIDATED RESULTS OF OPERATIONS Years ended December 31, 2024 2023 2022 ($ in millions, except per share data) Sales $ 6,540.1 $ 6,833.0 $ 9,376.2 Cost of goods sold 5,802.6 5,667.5 7,194.3 Gross margin 737.5 1,165.5 2,181.9 Selling and administrative 408.5 406.7 393.9 Restructuring charges 33.3 89.6 25.3 Other operating income 0.8 42.9 16.3 Operating income 296.5 712.1 1,779.0 Interest expense 184.5 181.1 143.9 Interest income 3.7 4.3 2.2 Non-operating pension income 26.0 24.0 38.7 Income before taxes 141.7 559.3 1,676.0 Income tax provision 36.7 107.3 349.1 Net income 105.0 452.0 1,326.9 Net loss attributable to noncontrolling interests (3.6) (8.2) — Net income attributable to Olin Corporation $ 108.6 $ 460.2 $ 1,326.9 Net income attributable to Olin Corporation per common share: Basic $ 0.92 $ 3.66 $ 9.16 Diluted $ 0.91 $ 3.57 $ 8.94 2024 Compared to 2023 Sales for 2024 were $6,540.1 million compared to $6,833.0 million in 2023, a decrease of $292.9 million, or 4%.
CONSOLIDATED RESULTS OF OPERATIONS Years Ended December 31, 2025 2024 2023 ($ in millions, except per share data) Sales $ 6,780.8 $ 6,540.1 $ 6,833.0 Cost of goods sold 6,279.3 5,802.6 5,667.5 Gross margin 501.5 737.5 1,165.5 Selling and administrative 463.3 408.5 406.7 Restructuring charges 33.4 33.3 89.6 Other operating income 0.5 0.8 42.9 Operating income 5.3 296.5 712.1 Losses of non-consolidated affiliates (3.1) — — Interest expense (188.3) (184.5) (181.1) Interest income 4.4 3.7 4.3 Non-operating pension income 20.6 26.0 24.0 Income (loss) before taxes (161.1) 141.7 559.3 Income tax (benefit) provision (60.0) 36.7 107.3 Net (loss) income (101.1) 105.0 452.0 Net loss attributable to noncontrolling interests (0.6) (3.6) (8.2) Net (loss) income attributable to Olin Corporation $ (100.5) $ 108.6 $ 460.2 Net (loss) income attributable to Olin Corporation per common share: Basic $ (0.88) $ 0.92 $ 3.66 Diluted $ (0.88) $ 0.91 $ 3.57 2025 Compared to 2024 Sales for 2025 were $6,780.8 million compared to $6,540.1 million in 2024, an increase of $240.7 million, or 4%.
On December 11, 2024, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $1.3 billion. This program will terminate upon the purchase of $1.3 billion of common stock.
On December 11, 2024, our Board of Directors approved a share repurchase program with a $1.3 billion authorization (2024 Repurchase Authorization). On July 28, 2022, our Board of Directors authorized a share repurchase program for the 40 Table of Contents purchase of shares of common stock at an aggregate price of up to $2.0 billion (2022 Repurchase Authorization).
The following table summarizes our credit ratings as of January 31, 2025: Credit Ratings Long-term Rating Outlook Fitch Ratings BBB- Stable Moody’s Investors Service Ba1 Stable Standard & Poor’s BB+ Stable 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.
The following table summarizes our credit ratings as of February 19, 2026: Credit Rating Agency Long-term Rating Outlook Fitch Ratings BBB- Stable Moody’s Investors Service Ba1 Negative Standard & Poor’s BB Negative On February 18, 2026, S&P downgraded Olin to BB (from BB+) and affirmed its negative outlook. On January 14, 2026, Fitch affirmed Olin’s BBB- rating and stable outlook.
The decrease was primarily due to lower stock-based compensation costs ($18.0 million), which includes mark-to-market adjustments and a favorable foreign currency impact ($7.4 million), partially offset by higher consulting costs ($4.9 million) and increased legal and legal-related settlement expenses ($2.9 million). 2023 Compared to 2022 For the years ended December 31, 2023 and 2022, environmental expense included $6.4 million and $1.0 million, respectively, of insurance recoveries for environmental costs incurred and expensed in prior periods.
The decrease was primarily due to lower stock-based compensation costs ($18.0 million), which includes mark-to-market adjustments and a favorable foreign currency impact ($7.4 million), partially offset by higher consulting costs ($4.9 million) and increased legal and legal-related settlement expenses ($2.9 million).
Our long-term contractual commitments associated with operating leases and purchasing commitments consisted of the following: Payments Due by Period Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Total Lease and Purchase Commitments ($ in millions) Lease Commitments Operating leases $ 75.4 $ 108.8 $ 77.3 $ 107.3 $ 368.8 Purchase Commitments Raw materials / utilities 592.4 966.4 862.1 2,490.5 4,911.4 Capital expenditures 44.2 — — — 44.2 Total purchase commitments $ 636.6 $ 966.4 $ 862.1 $ 2,490.5 $ 4,955.6 Other Guarantees We also have standby letters of credit outstanding of $166.8 million of which $0.4 million have been issued under our Senior Revolving Credit Facility.
Our long-term contractual commitments associated with operating leases and purchasing commitments consisted of the following: 42 Table of Contents Payments Due by Period Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Total Lease and Purchase Commitments ($ in millions) Lease Commitments Operating leases $ 72.3 $ 113.7 $ 79.6 $ 120.7 $ 386.3 Purchase Commitments Raw materials / utilities 720.2 1,187.8 1,020.3 2,631.1 5,559.4 Capital expenditures 6.6 — — — 6.6 Total purchase commitments $ 726.8 $ 1,187.8 $ 1,020.3 $ 2,631.1 $ 5,566.0 Other Guarantees We also have standby letters of credit outstanding of $161.4 million of which $0.4 million have been issued under our 2025 Revolving Credit Facility.
ASC 815 “Derivatives and Hedging” (ASC 815) requires an entity to recognize all derivatives as either assets or liabilities in the consolidated balance sheets and measure those instruments at fair value.
We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks. ASC 815 “Derivatives and Hedging” (ASC 815) requires an entity to recognize all derivatives as either assets or liabilities in the consolidated balance sheets and measure those instruments at fair value.
Required site OM&M expenses are estimated and accrued in their entirety for required periods not exceeding 30 years, which reasonably approximates the typical duration of long-term site OM&M. 36 Table of Contents Environmental provisions charged to income, which are included in cost of goods sold, were as follows: Years ended December 31, 2024 2023 2022 Environmental Expense ($ in millions) Provisions charged to income $ 30.2 $ 30.1 $ 24.2 Insurance recoveries (1) — (6.4) (1.0) Environmental expense $ 30.2 $ 23.7 $ 23.2 (1) Insurance recoveries for costs incurred and expensed in prior periods.
Environmental provisions charged to income, which are included in cost of goods sold, were as follows: Years Ended December 31, 2025 2024 2023 Environmental Expense ($ in millions) Provisions charged to income $ 25.5 $ 30.2 $ 30.1 Insurance recoveries (1) (1.0) — (6.4) Environmental expense $ 24.5 $ 30.2 $ 23.7 (1) Insurance recoveries for costs incurred and expensed in prior periods.
On March 14, 2024, Fitch affirmed Olin’s BBB- rating and stable outlook. Contractual Obligations Our current debt structure is used to fund our business operations. As of December 31, 2024, we had long-term borrowings, including the current installment, of $2,842.2 million, of which $1,063.4 million was at variable rates.
On November 20, 2025, Moody’s affirmed Olin’s Ba1 rating and revised its outlook from stable to negative. 41 Table of Contents Contractual Obligations Our current debt structure is used to fund our business operations. As of December 31, 2025, we had long-term borrowings, including the current installment, of $2,827.3 million, of which $1,060.8 million was at variable rates.
We have included additional information with respect our defined benefit pension plans and other postretirement benefit plans within Item 8, Note 12, “Pension Plans,” and Note 13, “Postretirement Benefits,” of our notes to consolidated financial statements. 35 Table of Contents ENVIRONMENTAL MATTERS Years ended December 31, 2024 2023 2022 Cash Outlays ($ in millions) Remedial and investigatory spending (charged to reserve) $ 27.3 $ 25.9 $ 24.6 Capital spending 1.0 1.3 1.5 Plant operations (charged to cost of goods sold) 177.0 176.2 178.8 Total cash outlays $ 205.3 $ 203.4 $ 204.9 Cash outlays for remedial and investigatory activities associated with former waste sites and past operations were not charged to income but instead were charged to reserves established for such costs identified and expensed to income in prior years.
ENVIRONMENTAL MATTERS Years Ended December 31, 2025 2024 2023 Cash Outlays ($ in millions) Remedial and investigatory spending (charged to reserve) $ 25.7 $ 27.3 $ 25.9 Capital spending 0.8 1.0 1.3 Plant operations (charged to cost of goods sold) 191.0 177.0 176.2 Total cash outlays $ 217.5 $ 205.3 $ 203.4 Cash outlays for remedial and investigatory activities associated with former waste sites and past operations were not charged to income but instead were charged to reserves established for such costs identified and expensed to income in prior years.
Winchester segment results included depreciation and amortization expense of $33.8 million and $27.2 million in 2024 and 2023, respectively. 33 Table of Contents 2023 Compared to 2022 Winchester sales were $1,508.7 million for 2023 compared to $1,600.7 million in 2022, a decrease of $92.0 million, or 6%.
Winchester segment results included depreciation and amortization expense of $34.2 million and $33.8 million in 2025 and 2024, respectively. 2024 Compared to 2023 Winchester sales were $1,683.6 million for 2024 compared to $1,508.7 million in 2023, an increase of $174.9 million, or 12%.
Winchester 2024 Compared to 2023 Winchester sales were $1,683.6 million for 2024 compared to $1,508.7 million in 2023, an increase of $174.9 million, or 12%. The increase was due to higher sales to domestic and international military customers ($148.9 million) and higher sales to commercial customers ($30.1 million), partially offset by lower sales to law enforcement agencies ($4.1 million).
The increase was due to higher sales to domestic and international military customers ($148.9 million) and higher sales to commercial customers ($30.1 million), partially offset by lower sales to law enforcement agencies ($4.1 million). Commercial sales were higher due to 2024 sales from White Flyer, partially offset by lower commercial ammunition sales.
These factors resulted in a net $5.1 million tax benefit. Excluding these items, the effective tax rate for 2024 of 29.5% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax, foreign income inclusions and non-deductible exchange rate results, partially offset by favorable permanent salt depletion deductions.
The effective tax rate was higher than the 21.0% U.S. federal statutory rate, primarily due to state income tax, non-taxable exchange rate results, U.S. federal tax credits and favorable permanent salt depletion deductions, partially offset by foreign income inclusions, changes in tax contingencies and remeasurement of deferred taxes due to a decrease in tax rates in a foreign jurisdiction.
On February 19, 2025, our Board of Directors declared a dividend of $0.20 per share on our common stock, payable on March 14, 2025, to shareholders of record on March 6, 2025.
Total dividends paid on common stock amounted to $91.6 million and $94.2 million in 2025 and 2024, respectively. On February 19, 2026, our Board of Directors declared a dividend of $0.20 per share on our common stock, payable on March 13, 2026, to shareholders of record on March 3, 2026.
The acquisition includes AMMO Inc.’s brass shellcase capabilities and their 185,000 square foot production facility located in Manitowoc, WI.
The acquisition, which includes AMMO Inc.’s brass shellcase capabilities and its 185,000 square foot production facility located in Manitowoc, WI, is included in Olin’s Winchester segment. The acquisition was financed with cash on hand.
The effective tax rate for 2023 included benefits associated with a legal entity liquidation, prior year tax positions, stock-based compensation, remeasurement of deferred taxes due to a decrease in our state effective tax rates and foreign rate changes, and from a change in tax contingencies, and an expense from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions.
The effective tax rate was lower than the 21.0% U.S. federal statutory rate primarily due to a favorable foreign rate differential, favorable permanent salt depletion deductions, benefits associated with a legal entity liquidation, prior year tax positions, stock-based compensation, remeasurement of deferred taxes due to a decrease in our state effective tax rates and foreign rate changes, and from a change in tax contingencies, partially offset by state income tax, an increase in the valuation allowance related to losses in foreign jurisdictions and foreign income inclusions.
For the year ended December 31, 2024, 5.9 million shares of common stock have been repurchased and retired at a total value of $300.3 million. As of December 31, 2024, a cumulative total of 25.2 million shares were repurchased and retired at a total value of $1,301.1 million under the 2022 Repurchase Authorization program.
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 year ended December 31, 2025, 2.2 million shares of common stock were repurchased and retired at a total value of $50.5 million.
Winchester segment results were lower than in the prior year primarily due to higher commodity and operating costs, including propellant costs, and lower pricing. The decline was partially offset by higher sales volumes. Higher international military sales, military project revenue, and White Flyer sales were partially offset by lower commercial ammunition sales.
Winchester reported segment income of $67.7 million for 2025 compared to segment income of $237.9 million for 2024. Winchester segment results were lower than in the prior year primarily due to decreased commercial ammunition sales volumes and pricing, along with higher raw material and operating costs, including commodity metal and propellant costs, partially offset by higher military project revenue.
The percent of total debt to total capitalization increased to 58.0% as of December 31, 2024, from 54.1% as of December 31, 2023, primarily as a result of a higher level of debt outstanding and lower shareholders’ equity, primarily due to common stock repurchases, partially offset by our operating results.
The percentage of total debt to total capitalization increased to 60.2% as of December 31, 2025, from 58.0% as of December 31, 2024, primarily as a result of lower shareholders’ equity, primarily due to our operating results, dividends paid, and common stock repurchases. Dividends per common share were $0.80 in 2025 and 2024.
Federal tax credits purchased at a discount, changes in tax contingencies and remeasurement of deferred taxes due to a decrease in our state effective tax rates, partially offset by expenses from prior year tax positions and from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions.
The effective tax rate was higher than the 21.0% U.S. federal statutory rate, primarily due to state income tax, foreign income inclusions, non-deductible exchange rate results, expenses from prior year tax positions and from a net increase in the valuation allowance related to deferred tax assets 31 Table of Contents in foreign jurisdictions, partially offset by favorable permanent salt depletion deductions, benefits associated with stock-based compensation, U.S. federal tax credits purchased at a discount, changes in tax contingencies and remeasurement of deferred taxes due to a decrease in our state effective tax rates.
For 2023, cash provided by operating activities decreased by $947.6 million from 2022, primarily due to a decrease in operating results compared with the prior year. For 2023, working capital decreased $68.6 million, compared to a decrease of $65.2 million in 2022. Inventories decreased by $94.4 million from December 31, 2022, primarily due to inventory destocking efforts.
For 2024, cash provided by operating activities decreased by $471.1 million from 2023, primarily due to a decrease in operating results and increased working capital compared to the prior year. For 2024, working capital increased $19.9 million, compared to a decrease of $68.6 million in 2023.
NEW ACCOUNTING PRONOUNCEMENTS Discussion of new accounting pronouncements can be referred to under Item 8, within Note 3, “Recent Accounting Pronouncements.” DERIVATIVE FINANCIAL INSTRUMENTS We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing and financing activities and our operations that use foreign currencies.
DERIVATIVE FINANCIAL INSTRUMENTS We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing and financing activities and our operations that use foreign currencies. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings.
Components of net periodic benefit (income) costs were: Years ended December 31, 2024 2023 2022 Net Periodic Benefit (Income) Costs ($ in millions) Pension benefits $ (22.4) $ (20.7) $ (33.0) Other postretirement benefit costs 2.1 3.1 3.8 The service cost component of net periodic benefit (income) costs related to employees of the operating segments are allocated to the operating segments based on their respective estimated census data.
At December 31, 2025, the projected benefit obligation of $2,024.8 million exceeded the market value of assets in our qualified defined benefit pension plans by $97.9 million, as calculated under Accounting Standards Codification (ASC) 715 “Compensation—Retirement Benefits.” 35 Table of Contents Components of net periodic benefit (income) costs were: Years Ended December 31, 2025 2024 2023 Net Periodic Benefit (Income) Costs ($ in millions) Pension benefits $ (17.8) $ (22.4) $ (20.7) Other postretirement benefit costs 2.5 2.1 3.1 The service cost component of net periodic benefit (income) costs related to employees of the operating segments are allocated to the operating segments based on their respective estimated census data.
The sales decrease was primarily due to lower volumes across all products and lower prices, primarily caustic soda and EDC, partially offset by products sold by BWA. Chlor Alkali Products and Vinyls reported segment income of $664.2 million for 2023 compared to $1,181.3 million for 2022, a decrease of $517.1 million.
The sales increase was primarily due to higher volumes, partially offset by lower pricing, primarily EDC. 32 Table of Contents Chlor Alkali Products and Vinyls reported segment income of $181.1 million for 2025 compared to segment income of $296.4 million for 2024, a decrease of $115.3 million.
These receivables had qualified for sales treatment under ASC 860 “Transfers and Servicing” and, accordingly, the proceeds were included in net cash provided by operating activities in the consolidated statements of cash flows. 39 Table of Contents The following table summarizes the AR Facilities activity: December 31, 2024 2023 AR Facilities ($ in millions) Beginning balance $ 63.3 $ 111.8 Gross receivables sold 552.1 899.0 Payments received from customers on sold accounts (615.4) (947.5) Ending balance $ — $ 63.3 The factoring discount paid under the AR Facilities was recorded as interest expense on the consolidated statements of operations.
The following table summarizes the AR Facilities activity: December 31, 2024 AR Facilities Beginning balance $ 63.3 Gross receivables sold 552.1 Payments received from customers on sold accounts (615.4) Ending balance $ — The factoring discount paid under the AR Facilities was recorded as interest expense on the consolidated statements of operations.
Epoxy segment results included depreciation and amortization expense of $53.7 million and $57.4 million in 2024 and 2023, respectively. 2023 Compared to 2022 Epoxy sales were $1,329.2 million for 2023 compared to $2,690.5 million in 2022, a decrease of $1,361.3 million, or 51%.
Epoxy segment results included depreciation and amortization expense of $53.7 million and $57.4 million in 2024 and 2023, respectively. 33 Table of Contents Winchester 2025 Compared to 2024 Winchester sales were $1,724.6 million for 2025 compared to $1,683.6 million in 2024, an increase of $41.0 million, or 2%.
As of December 31, 2024, $628.3 million of our trade receivables were pledged as collateral and we had $22.1 million of additional borrowing capacity under the 2024 Receivables Financing Agreement, which was limited by our borrowing base. We paid debt issuance costs of $1.2 million associated with the 2024 Receivables Financing Agreement.
As of December 31, 2025, $588.8 million of our trade receivables were pledged as collateral and we had $105.5 million of additional borrowing capacity under the 2024 Receivables Financing Agreement, which was subject to the maximum additional borrowings noted above and limited by our borrowing base.
The Term Loan Facility requires principal amortization payments which began on March 31, 2023, at a rate of 0.625% per quarter through the end of 2024, increasing to 1.250% per quarter thereafter until maturity. The maturity date for the Senior Credit Facility is October 11, 2027. The Senior Revolving Credit Facility includes a $100.0 million letter of credit subfacility.
The 2025 Term Loan Facility requires principal amortization payments that began 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.
Our capital spending forecast represents capital spending to maintain our current operating facilities. 37 Table of Contents For the year ended December 31, 2024 and 2023, payments of $58.6 million and $64.5 million, respectively, were made under other long-term supply contracts for energy modernization projects on the U.S. Gulf Coast. Our payments for this project were completed in 2024.
Our capital spending forecast represents normal capital spending to maintain our current operating facilities. For the year ended December 31, 2025, payments of $31.0 million were made under other long-term supply contracts related to our Stade, Germany facility. Our payments for this project were completed in 2025.
Without these recoveries, charges to income for environmental investigatory and remedial activities for the year ended December 31, 2023, would have been $30.1 million, compared to $24.2 million for the year ended December 31, 2022. These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.
These charges relate primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites. For the year ended December 31, 2025, environmental expense included $1.0 million of insurance recoveries for environmental costs incurred and expensed in prior periods.
For 2024, working capital increased $19.9 million, compared to a decrease of $68.6 million in 2023. Receivables increased by $119.4 million, primarily as a result of the termination of our accounts receivable factoring program. Accounts payable and accrued liabilities increased $72.8 million.
Receivables increased by $119.4 million, primarily as a result of the termination of our accounts receivable factoring program. Accounts payable and accrued liabilities increased $72.8 million. Investing Activities Capital spending was $226.3 million and $195.1 million in 2025 and 2024, respectively. In 2026, we expect our capital spending to be in the $200 million range.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+1 added−2 removed10 unchanged
Biggest changeAssuming no changes in the $1,063.4 million of variable-rate debt levels from December 31, 2024, we estimate that a hypothetical change of 100-basis points in the secured overnight financing rate (SOFR) from 2024 would impact annual interest expense by $10.6 million. 44 Table of Contents If the actual changes in commodities, foreign currency or interest pricing are substantially different than expected, the net impact of commodity risk, foreign currency risk or interest rate risk on our cash flow may be materially different than that disclosed above.
Biggest changeAssuming no changes in the $1,060.8 million of variable-rate debt levels from December 31, 2025, we estimate that a hypothetical change of 100-basis points in the secured overnight financing rate (SOFR) from 2025 would impact annual interest expense by $10.6 million.
Our current debt structure is used to fund business operations, and commitments from banks under our Senior Revolving Credit Facility and 2024 Receivables Financing Agreement are sources of liquidity.
Our current debt structure is used to fund business operations, and commitments from banks under our Senior Secured Revolving Credit Facility and 2024 Receivables Financing Agreement are sources of liquidity.
In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of our forward-looking statements. 45 Table of Contents
In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of our forward-looking statements. 46 Table of Contents
For all derivative positions, we evaluated the effects of a 10% shift in exchange rates between those currencies and the USD, holding all other assumptions constant. Unfavorable currency movements of 10% would negatively affect the fair values of the derivatives held to hedge currency exposures by $13.4 million ($16.1 million at December 31, 2023).
For all derivative positions, we evaluated the effects of a 10% shift in exchange rates between those currencies and the USD, holding all other assumptions constant. Unfavorable currency movements of 10% would negatively affect the fair values of the derivatives held to hedge currency exposures by $13.4 million ($13.4 million at December 31, 2024).
Assuming a hypothetical 10% increase in commodity prices, which are currently hedged, as of December 31, 2024, we would experience a $20.5 million ($19.1 million at December 31, 2023) increase in our cost of inventory purchased, which would be substantially offset by a corresponding increase in the value of related hedging instruments.
Assuming a hypothetical 10% increase in commodity prices, which are currently hedged, as of December 31, 2025, we would experience a $21.9 million ($20.5 million at December 31, 2024) increase in our cost of inventory purchased, which would be substantially offset by a corresponding increase in the value of related hedging instruments.
These statements relate to analyses and other information that are based on management’s beliefs, certain assumptions made by management, forecasts of future results and current expectations, estimates and projections about the markets and economy in which we and our various segments operate.
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS This Report includes forward-looking statements. These statements relate to analyses and other information that are based on management’s beliefs, certain assumptions made by management, forecasts of future results and current expectations, estimates and projections about the markets and economy in which we and our various segments operate.
As of December 31, 2024, we maintained open positions on commodity contracts with a notional value totaling $204.5 million ($191.0 million at December 31, 2023).
As of December 31, 2025, we maintained open positions on commodity contracts with a notional value totaling $218.6 million ($204.5 million at December 45 Table of Contents 31, 2024).
As of December 31, 2024, we had long-term borrowings, including current installments of long-term debt and finance lease obligations, of $2,842.2 million ($2,670.1 million at December 31, 2023) of which $1,063.4 million ($893.7 million at December 31, 2023) was issued at variable rates.
As of December 31, 2025, we had long-term borrowings, including current installments of long-term debt and finance lease obligations, of $2,827.3 million ($2,842.2 million at December 31, 2024) of which $1,060.8 million ($1,063.4 million at December 31, 2024) was issued at variable rates. Included within long-term borrowings on the consolidated balance sheets were deferred debt issuance costs.
Removed
Included within long-term borrowings on the consolidated balance sheets were deferred debt issuance costs and unamortized bond original issue discount.
Added
If the actual changes in commodities, foreign currency or interest pricing are substantially different than expected, the net impact of commodity risk, foreign currency risk or interest rate risk on our cash flow may be materially different than that disclosed above. We do not enter into any derivative financial instruments for speculative purposes.
Removed
We do not enter into any derivative financial instruments for speculative purposes. CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS This report includes forward-looking statements.

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