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OLIN Corp

For the period ended Sep 30, 2025. Filed Oct 28, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 28, 2025

OLN$17.31-4.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 113 previous paragraphs and 116 current paragraphs.

56 unchanged; 50 reworded; 10 added; 7 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 7 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (10)

Current report

In the third quarter of 2025, Olin determined that it qualified for the clean hydrogen production tax credit under Section 45V as part of the Inflation Reduction Act of 2022. We received notice of our provisional carbon dioxide emissions rate from the United States Department of Energy, which was a major milestone for recognition. The 45V tax credit is available for qualified clean hydrogen produced and sold during the 10-year period beginning on the date the qualified clean hydrogen production facility was originally placed in service. Since the 45V tax credit is refundable, we account for the 45V tax credit under a government grant model. As a result, during the third quarter of 2025 Olin recorded a $32.0 million reduction to cost of goods sold primarily related to the sale and use of hydrogen produced at certain of our chlor alkali plants. We expect an annual pretax benefit of $15 million to $20 million for years 2026 through 2028, with lower amounts through 2032.

Current report

Chlor Alkali Products and Vinyls reported segment income was $127.6 million and $270.8 million for the three and nine months ended September 30, 2025, respectively. Chlor Alkali Products and Vinyls segment income included the $32.0 million pretax benefit primarily related to the 45V tax credit. The third quarter 2024 segment income included a $76.7 million penalty associated with Hurricane Beryl. The remaining decrease in segment income from the comparable prior year periods was primarily due to lower EDC pricing, partially offset by higher caustic soda pricing and higher volumes.

Current report

On September 18, 2025, we announced a mutual decision with Mitsui & Co., Ltd. to end our joint venture, Blue Water Alliance, by the end of 2025. This decision was made to evolve our EDC participation by emphasizing longer-term structural opportunities that enhance value and optionality.

Current report

Chlor Alkali Products and Vinyls sales for the nine months ended September 30, 2025 were $2,828.0 million compared to $2,676.5 million for the same period in 2024, an increase of $151.5 million, or 6%. The sales increase was primarily due to higher volumes, partially offset by lower pricing.

Current report

Chlor Alkali Products and Vinyls segment income was $270.8 million for the nine months ended September 30, 2025 compared to $221.2 million for the same period in 2024. The increase in segment results of $49.6 million was due to the negative impact of Hurricane Beryl in 2024 resulting in additional costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($76.7 million), higher volumes ($66.0 million), lower costs associated with products purchased from other parties ($39.8 million) and a benefit primarily related to the 45V tax credit ($32.0 million). This increase was partially offset by lower pricing ($97.5 million), primarily EDC, partially offset by higher caustic soda, and higher raw material and operating costs ($67.4 million), including planned maintenance turnaround expenses. Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $322.5 million and $319.1 million for the nine months ended September 30, 2025 and 2024, respectively.

Current report

Epoxy sales for the nine months ended September 30, 2025 were $1,012.5 million compared to $944.1 million for the same period in 2024, an increase of $68.4 million, or 7%. The sales increase was due to higher volumes ($107.7 million), including the impact of Hurricane Beryl in 2024, and a favorable effect of foreign currency translation ($3.9 million), partially offset by lower product pricing ($43.2 million).

Current report

Winchester segment income was $67.1 million for the nine months ended September 30, 2025 compared to $195.9 million for the same period in 2024, a decrease of $128.8 million. The decrease in segment results was due to an unfavorable sales mix ($51.1 million), higher raw material and operating costs ($43.0 million), including commodity metal and propellant costs, and lower product pricing ($34.7 million). Winchester segment income included depreciation and amortization expense of $25.2 million and $24.7 million for the nine months ended September 30, 2025 and 2024, respectively.

Current report

For the three months ended September 30, 2025 and 2024, other corporate and unallocated costs were $25.9 million. Higher variable incentive compensation costs ($5.0 million), which includes mark-to-market adjustments on stock-based compensation expense, and higher depreciation and amortization expense ($2.3 million), were offset primarily by a favorable foreign currency impact ($7.0 million).

Current report

The fourth quarter market environment, typically the weakest seasonal quarter for our businesses, is anticipated to be more difficult than usual, as continued global uncertainty and related cautious customer buying patterns will further challenge demand. As a result, we expect our Chemicals businesses’ fourth quarter 2025 results to decline from the third quarter 2025. We expect our Winchester business fourth quarter results to decline from third quarter 2025 levels as a result of seasonally weaker commercial ammunition demand and inventory destocking by our retail customers. Overall, we expect Olin’s fourth quarter 2025 operating results to be lower than our third quarter 2025 levels.

Current report

(1) Insurance recoveries for costs incurred and expensed in prior periods.
Removed paragraphs (7)

Previous report

Chlor Alkali Products and Vinyls reported segment income was $64.9 million and $143.2 million for the three and six months ended June 30, 2025, respectively. Chlor Alkali Products and Vinyls segment results were lower than the comparable prior year periods due to higher raw material and operating costs, including planned maintenance turnaround expenses, and lower pricing, primarily EDC, partially offset by higher volumes.

Previous report

Chlor Alkali Products and Vinyls sales for the six months ended June 30, 2025 were $1,904.0 million compared to $1,804.9 million for the same period in 2024, an increase of $99.1 million, or 5%. The sales increase was primarily due to higher volumes, partially offset by lower pricing, primarily EDC.

Previous report

Chlor Alkali Products and Vinyls segment income was $143.2 million for the six months ended June 30, 2025 compared to $175.9 million for the same period in 2024. The decrease in segment results of $32.7 million was due to lower pricing ($54.3 million), primarily EDC, and higher raw material and operating costs ($47.2 million), including planned maintenance turnaround expenses, partially offset by higher volumes ($43.5 million) and lower costs associated with products purchased from other parties ($25.3 million). Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $213.5 million and $212.6 million for the six months ended June 30, 2025 and 2024, respectively.

Previous report

Epoxy sales for the six months ended June 30, 2025 were $662.9 million compared to $659.0 million for the same period in 2024, an increase of $3.9 million, or 1%. The sales increase was due to higher volumes ($24.6 million), partially offset by lower product pricing ($18.4 million) and an unfavorable effect of foreign currency translation ($2.3 million).

Previous report

Winchester segment income was $25.0 million for the three months ended June 30, 2025 compared to $70.3 million for the same period in 2024, a decrease of $45.3 million. The decrease in segment results was due to lower sales volumes ($21.4 million), lower product pricing ($12.7 million), and higher raw material and operating costs ($11.2 million), including commodity metal and propellant costs. Winchester segment income included depreciation and amortization expense of $7.9 million and $8.3 million for the three months ended June 30, 2025 and 2024, respectively.

Previous report

For the three months ended June 30, 2025, other corporate and unallocated costs were $19.9 million compared to $17.0 million for the three months ended June 30, 2024, an increase of $2.9 million. The increase was primarily due to higher variable incentive compensation costs ($9.0 million), which includes mark-to-market adjustments on stock-based compensation expense, partially offset by a favorable foreign currency impact ($5.0 million).

Previous report

We expect our third quarter 2025 operating results to continue to be impacted by challenging markets with potential higher costs and general uncertainty related to tariffs. Despite these macroeconomic headwinds, we anticipate our Chemicals businesses operating results will experience seasonally stronger demand, and lower maintenance turnaround expenses from second quarter 2025 levels. In the third quarter 2025, we expect our Winchester business to experience increased military demand and seasonally stronger commercial sales volumes, partially offset by sequentially higher raw material costs, including tariff-driven commodity metal costs. Overall, we expect Olin’s third quarter 2025 operating results to be comparable or slightly higher than our second quarter 2025 levels.
Reworded paragraphs (50)

Previous wording

Net (loss) income for the three and six months ended June 30, 2025 was ($1.3) million, and $0.1 million, respectively, compared to $74.2 million and $122.8 million, for the prior year periods, respectively. The decrease of $75.5 million and $122.7 million, respectively, in net income from the prior year periods was primarily due to lower operating results across all of our business segments. Diluted net (loss) income per share was ($0.01) and $0.00 for the three and six months ended June 30, 2025, respectively, compared to $0.62 and $1.01 in the prior year periods, respectively.

Current wording

Net income (loss) for the three and nine months ended September 30, 2025 was $42.8 million and $42.9 million, respectively, compared to $(24.9) million and $97.9 million, for the same prior year periods. The three and nine months ended September 30, 2024, included $109.4 million of additional costs, unabsorbed fixed manufacturing costs, and reduced profit from lost sales associated with Hurricane Beryl in the prior year. The remaining decrease in net income for the three and nine months ended September 30, 2025 was primarily due to lower operating results across all of our business segments. Diluted net income (loss) per share was $0.37 for both the three and nine months ended September 30, 2025, compared to $(0.21) and $0.81 in the prior year periods, respectively.

Previous wording

Epoxy reported a segment loss of $23.7 million and $52.1 million for the three and six months ended June 30, 2025, respectively. Epoxy segment results were lower than the comparable prior year periods primarily due to higher operating costs, including planned maintenance turnaround expenses, as product margins were comparable year over year. Global epoxy demand remains weak, and our U.S. and European Epoxy businesses remains significantly challenged by subsidized Asian competition. Our anti-dumping initiatives have provided limited benefits to date.

Current wording

Epoxy reported a segment loss of $32.2 million and $84.3 million for the three and nine months ended September 30, 2025, respectively. The third quarter 2024 segment loss included a $32.7 million penalty associated with Hurricane Beryl. The remaining decrease in Epoxy segment results as compared to the prior year periods was primarily due to higher operating costs, including unabsorbed fixed manufacturing costs incurred from planned inventory reductions, partially offset by improved volumes. Global epoxy demand remains weak, and our U.S. and European Epoxy businesses remains significantly challenged by subsidized Asian competition. Our anti-dumping initiatives have provided limited benefits to date.

Previous wording

Winchester reported segment income of $25.0 million and $47.8 million for the three and six months ended June 30, 2025, respectively. Winchester segment results were lower than the comparable prior year periods due to decreased commercial ammunition sales volumes and pricing and higher raw material and operating costs, including commodity metal and propellant costs, partially offset by higher domestic and international military sales and military project revenue.

Current wording

Winchester reported segment income of $19.3 million and $67.1 million for the three and nine months ended September 30, 2025, respectively. Winchester segment results were lower than the comparable prior year periods 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 domestic and international military sales and military project revenue.

Previous wording

During the six months ended June 30, 2025, we repurchased and retired 1.2 million shares of common stock at a total value of $30.3 million. As of June 30, 2025, we had $1,968.9 million of remaining authorized common stock to be repurchased under our 2022 Repurchase Authorization and 2024 Repurchase Authorization (both defined below) programs.

Current wording

During the nine months ended September 30, 2025, we repurchased and retired 1.7 million shares of common stock at a total value of $40.4 million. As of September 30, 2025, we had $1,958.9 million of remaining authorization to repurchase shares of our common stock under our 2022 Repurchase Authorization and 2024 Repurchase Authorization (both defined below) programs.

Previous wording

During the six months ended June 30, 2025, we had net borrowings of $159.8 million. Proceeds from the 2033 Notes, together with borrowings under the 2025 Senior Credit Facility, were used to redeem the $108.6 million 9.50% senior notes due 2025 (2025 Notes), redeem the $500.0 million 5.125% senior notes due 2027 (2027 Notes), refinance the then-existing $1,550.0 million senior credit facility (2022 Senior Credit Facility) comprised of $505.0 million of borrowings under the prior revolving credit facility and $332.5 million of borrowings under the prior term loan facility, and pay related fees and expenses.

Current wording

During the nine months ended September 30, 2025, we had net borrowings of $155.8 million. Proceeds from the 2033 Notes, together with borrowings under the 2025 Senior Credit Facility, were used to redeem the $108.6 million 9.50% senior notes due 2025 (2025 Notes), redeem the $500.0 million 5.125% senior notes due 2027 (2027 Notes), refinance the then-existing $1,550.0 million senior credit facility (2022 Senior Credit Facility) comprised of $505.0 million of borrowings under the prior revolving credit facility and $332.5 million of borrowings under the prior term loan facility, and pay related fees and expenses.

Previous wording

The ultimate impact of tariffs and trade flows remains highly uncertain. While we are continuing to monitor the situation, as of the date of this filing, the direct impact from current tariffs have not been significant to our chemicals businesses. Our chemicals businesses generally source and sell where we produce. An exception to this would be potential retaliatory tariffs on caustic soda and EDC exports, which could alter the economics rapidly within the respective countries. Additionally, although Winchester buys most metals locally, we still realize tariff-related price inflation on the domestic price of steel, aluminum and copper.

Current wording

The ultimate impact of tariffs and trade flows remains highly uncertain. While we are continuing to monitor the situation, as of the date of this filing, the direct impact from current tariffs has not been significant to our chemicals businesses. Our chemicals businesses generally source and sell where we produce. An exception to this would be potential retaliatory tariffs on caustic soda and EDC exports, which could alter the economics rapidly within the respective countries. Additionally, although Winchester procures the majority of metals domestically, we will still realize tariff driven price inflation for the domestic supply of copper, steel and tungsten products. Winchester will also realize secondary effects from suppliers consuming tariff impacted metals in their end products.

Previous wording

Sales for the six months ended June 30, 2025 were $3,402.5 million compared to $3,279.3 million in the same period last year, an increase of $123.2 million, or 4%. Chlor Alkali Products and Vinyls sales increased by $99.1 million primarily due to higher volumes, partially offset by lower pricing, primarily EDC. Winchester sales increased by $20.2 million, primarily due to increased sales to military customers and military project revenue, partially offset by lower commercial ammunition sales. Epoxy sales increased by $3.9 million, primarily due to higher volumes, partially offset by lower pricing.

Current wording

Sales for the three months ended September 30, 2025 were $1,713.2 million compared to $1,589.5 million in the same period last year, an increase of $123.7 million, or 8%. Chlor Alkali Products and Vinyls sales increased by $52.4 million primarily due to higher volumes, partially offset by lower pricing. Epoxy sales increased by $64.5 million, primarily due to higher volumes, including the impact of Hurricane Beryl in 2024, partially offset by lower pricing. Winchester sales increased by $6.8 million, primarily due to increased sales to military customers and military project revenue, partially offset by lower commercial ammunition sales.

Previous wording

Gross margin decreased $99.7 million for the three months ended June 30, 2025 compared to the prior year period. Winchester gross margin decreased by $48.2 million primarily due to lower commercial sales volumes and pricing. Chlor Alkali Products and Vinyls gross margin decreased by $34.1 million primarily due to higher raw material and operating costs, including planned maintenance turnaround expenses, partially offset by higher volumes. Epoxy gross margin decreased by $18.9 million primarily due to higher operating costs, including planned maintenance turnaround expenses. Gross margin as a percentage of sales decreased to 8% during the three months ended June 30, 2025 from 14% during the three months ended June 30, 2024.

Current wording

Gross margin increased $48.9 million for the three months ended September 30, 2025 compared to the prior year period. Chlor Alkali Products and Vinyls gross margin increased $73.1 million and Epoxy gross margin increased $10.3 million, both primarily due to the impact of Hurricane Beryl in 2024. Winchester gross margin decreased by $34.9 million primarily due to lower commercial sales volumes and pricing. Gross margin as a percentage of sales increased to 11% during the three months ended September 30, 2025 from 8% during the three months ended September 30, 2024.

Previous wording

Selling and administration expenses for the three months ended June 30, 2025 were $95.2 million, an increase of $0.6 million from the prior year period. The increase was primarily due to higher stock-based compensation expense of $7.3 million, which includes mark-to-market adjustments, partially offset by favorable foreign currency impact of $4.9 million. Selling and administration expenses as a percentage of sales was 5% and 6% for the three months ended June 30, 2025 and 2024, respectively.

Current wording

Selling and administration expenses for the three months ended September 30, 2025 were $98.1 million, a decrease of $13.6 million from the prior year period. The decrease was primarily due to a favorable foreign currency impact of $7.0 million, lower legal and legal-related settlement expense of $6.3 million and lower consulting and contract services of $5.2 million, partially offset by higher variable incentive compensation costs of $4.8 million, which includes mark-to-market adjustments on stock-based compensation expense. Selling and administration expenses as a percentage of sales was 6% and 7% for the three months ended September 30, 2025 and 2024, respectively.

Previous wording

Restructuring charges for the three months ended June 30, 2025 and 2024 were $7.4 million and $6.8 million, respectively. Restructuring charges include facility exit costs, lease and other contract termination costs, and employee severance and related benefits costs

Current wording

Restructuring charges for the three months ended September 30, 2025 and 2024 were $2.9 million and $7.9 million, respectively. Restructuring charges include facility exit costs, lease and other contract termination costs, and employee severance and related benefits costs

Previous wording

The effective tax rate for the six months ended June 30, 2025 included a net $2.9 million tax benefit, primarily associated with U.S. federal investment tax credits and a release of valuation allowances on domestic state net operating losses and tax credits, partially offset by an expense from prior year tax positions and a change in tax contingencies. Excluding these items, the effective tax rate for the six months ended June 30, 2025 of 4.3% was lower than the 21.0% U.S. federal statutory rate primarily due to state income tax, favorable permanent salt depletion deductions, non-taxable exchange rate results and a favorable foreign rate differential, partially offset by foreign income inclusions. The effective tax rate for the six months ended June 30, 2024 included a net $3.3 million tax benefit, primarily associated with stock-based compensation and U.S. federal tax credits purchased at a discount, partially offset by an expense from prior year tax positions and a change in tax contingencies. Excluding these items, the effective tax rate for the six months ended June 30, 2024 of 25.6% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax and foreign income inclusions, partially offset by favorable permanent salt depletion deductions.

Current wording

The tax benefit for the three months ended September 30, 2025 was $2.2 million, resulting in a negative effective tax rate of 5.3%. The effective rate was lower than the 21.0% U.S. federal statutory rate, primarily due to U.S. federal tax credits and favorable permanent salt depletion deductions, partially offset by foreign income inclusions and a change in tax contingencies. The tax benefit for the three months ended September 30, 2024 was $0.0 million, resulting in an effective tax rate of 0.0%. The effective rate was lower than the 21.0% U.S. federal statutory rate, primarily due to state income tax, foreign income inclusions, a change in tax contingencies and remeasurement of deferred taxes due to an increase in our state effective tax rates, partially offset by favorable permanent salt depletion deductions and benefit from prior year tax positions.

Previous wording

Sales for the three months ended June 30, 2025 were $1,758.3 million compared to $1,644.0 million in the same period last year, an increase of $114.3 million, or 7%. Chlor Alkali Products and Vinyls sales increased by $59.2 million primarily due to higher volumes. Winchester sales increased by $41.6 million, primarily due to increased sales to military customers and military project revenue, partially offset by lower commercial ammunition sales. Epoxy sales increased by $13.5 million, primarily due to higher volumes, partially offset by lower pricing.

Current wording

Sales for the nine months ended September 30, 2025 were $5,115.7 million compared to $4,868.8 million in the same period last year, an increase of $246.9 million, or 5%. Chlor Alkali Products and Vinyls sales increased by $151.5 million primarily due to higher volumes, partially offset by lower pricing. Epoxy sales increased by $68.4 million, primarily due to higher volumes, including the impact of Hurricane Beryl in 2024, partially offset by lower pricing. Winchester sales increased by $27.0 million, primarily due to increased sales to military customers and military project revenue, partially offset by lower commercial ammunition sales.

Previous wording

Gross margin decreased $158.3 million for the six months ended June 30, 2025 compared to the prior year period. Winchester gross margin decreased by $95.9 million primarily due to lower commercial sales volumes and pricing, and higher raw material and operating costs, including commodity metal and propellant costs. Epoxy gross margin decreased by $34.5 million primarily due to higher operating costs, including planned maintenance turnaround expenses. Chlor Alkali Products and Vinyls gross margin decreased by $30.2 million primarily due to higher raw material and operating costs, including planned maintenance turnaround expenses, and lower pricing, primarily EDC, partially offset by higher volumes. Gross margin as a percentage of sales decreased to 8% during the six months ended June 30, 2025 from 14% during the six months ended June 30, 2024.

Current wording

Gross margin decreased $109.4 million for the nine months ended September 30, 2025 compared to the prior year period. Winchester gross margin decreased by $130.8 million primarily due to lower commercial sales volumes and pricing, and higher raw material and operating costs, including commodity metal and propellant costs. Epoxy gross margin decreased by $24.2 million primarily due to higher operating costs, including unabsorbed fixed manufacturing costs incurred from planned inventory reductions and planned maintenance turnaround expenses, partially offset by the impact of Hurricane Beryl in 2024. Chlor Alkali Products and Vinyls gross margin increased by $42.9 million primarily due to the impact of Hurricane Beryl in 2024, higher volumes and a benefit primarily related to the 45V tax credit, partially offset by lower pricing and higher raw material and operating costs. Gross margin as a percentage of sales decreased to 9% during the nine months ended September 30, 2025 from 12% during the nine months ended September 30, 2024.

Previous wording

Selling and administration expenses for the six months ended June 30, 2025 were $196.2 million, a decrease of $0.3 million from the prior year period. The decrease was primarily due to a favorable foreign currency impact of $9.6 million, partially offset by higher legal and legal-related settlement expense of $4.6 million and higher stock-based compensation expense of $1.0 million, which includes mark-to-market adjustments. Selling and administration expenses as a percentage of sales was 6% for both the six months ended June 30, 2025 and 2024.

Current wording

Selling and administration expenses for the nine months ended September 30, 2025 were $294.3 million, a decrease of $13.9 million from the prior year period. The decrease was primarily due to a favorable foreign currency impact of $16.7 million and lower consulting and contract services of $6.8 million, partially offset by higher variable incentive compensation costs of $9.3 million, which includes mark-to-market adjustments on stock-based compensation expense. Selling and administration expenses as a percentage of sales was 6% for both the nine months ended September 30, 2025 and 2024.

Previous wording

Restructuring charges for the six months ended June 30, 2025 and 2024 were $11.4 million and $15.1 million, respectively. Restructuring charges include facility exit costs, lease and other contract termination costs, and employee severance and related benefits costs.

Current wording

Restructuring charges for the nine months ended September 30, 2025 and 2024 were $14.3 million and $23.0 million, respectively. Restructuring charges include facility exit costs, lease and other contract termination costs, and employee severance and related benefits costs.

Previous wording

Interest expense for the six months ended June 30, 2025 included $3.3 million for the write-off of unamortized deferred debt issuance costs and costs associated with our first quarter financing transactions, including the 2025 Senior Credit Facility, early redemption of the 2025 Notes and the 2027 Notes, and issuance of the 2033 Notes.

Current wording

Interest expense for the nine months ended September 30, 2025 increased $2.5 million from the prior year period, primarily due to the write-off of unamortized deferred debt issuance costs and costs associated with our first quarter financing transactions, including the 2025 Senior Credit Facility, early redemption of the 2025 Notes and the 2027 Notes, and issuance of the 2033 Notes.

Previous wording

Non-operating pension income includes all components of pension and other postretirement net periodic benefit (income) cost, other than service costs. Non-operating pension income was lower for the six months ended June 30, 2025 primarily due to a lower assumption for the long-term rate of return on plan assets.

Current wording

Non-operating pension income includes all components of pension and other postretirement net periodic benefit (income) cost, other than service costs. Non-operating pension income was lower for the nine months ended September 30, 2025, compared to the prior year period, primarily due to a lower assumption for the long-term rate of return on plan assets.

Previous wording

The effective tax rate for the three months ended June 30, 2025 included a net $3.3 million tax benefit, primarily associated with U.S. federal investment tax credits and a release of valuation allowances on domestic state net operating losses and tax credits, partially offset by an expense from prior year tax positions and a change in tax contingencies. Excluding these items, the effective tax rate for the three months ended June 30, 2025 of 10.3% was lower than the 21.0% U.S. federal statutory rate primarily due to state income tax, favorable permanent salt depletion deductions, non-taxable exchange rate results and a favorable foreign rate differential, partially offset by foreign income inclusions. The effective tax rate for the three months ended June 30, 2024 included a net $0.6 million tax benefit, primarily associated with stock-based compensation and U.S. federal tax credits purchased at a discount, partially offset by an expense from prior year tax positions and a change in tax contingencies. Excluding these items, the effective tax rate for the three months ended June 30, 2024 of 25.8% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax and foreign income inclusions, partially offset by favorable permanent salt depletion deductions.

Current wording

The tax benefit for the nine months ended September 30, 2025 was $5.3 million, resulting in a negative effective tax rate of 14.4%. The effective rate was lower than the 21.0% U.S. federal statutory rate, primarily due to U.S. federal tax credits and favorable permanent salt depletion deductions, partially offset by foreign income inclusions and a change in tax contingencies. Tax expense for the nine months ended September 30, 2024 was $36.8 million, resulting in an effective tax rate of 27.9%. The effective rate was higher than the 21.0% U.S. federal statutory rate, primarily due to state income tax, foreign income inclusions, a change in tax contingencies and remeasurement of deferred taxes due to an increase in our state effective tax rates, partially offset by favorable permanent salt depletion deductions, a benefit from prior year tax positions, U.S. federal tax credits purchased at a discount and a benefit associated with stock-based compensation.

Previous wording

Chlor Alkali Products and Vinyls sales for the three months ended June 30, 2025 were $979.5 million compared to $920.3 million for the same period in 2024, an increase of $59.2 million, or 6%. The sales increase was primarily due to higher volumes, partially offset by lower pricing. Higher caustic soda pricing was more than offset by lower EDC pricing.

Current wording

Chlor Alkali Products and Vinyls sales for the three months ended September 30, 2025 were $924.0 million compared to $871.6 million for the same period in 2024, an increase of $52.4 million, or 6%. The sales increase was primarily due to higher volumes, partially offset by lower pricing.

Previous wording

Chlor Alkali Products and Vinyls segment income was $64.9 million for the three months ended June 30, 2025 compared to $99.3 million for the same period in 2024, a decrease of $34.4 million. The decrease in segment results was due to higher raw material and operating costs ($49.5 million), including planned maintenance turnaround expenses, and lower pricing ($8.6 million), primarily EDC, partially offset by higher volumes ($14.4 million) and lower costs associated with products purchased from other parties ($9.3 million). Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $106.3 million and $105.8 million for the three months ended June 30, 2025 and 2024, respectively.

Current wording

Chlor Alkali Products and Vinyls segment income was $127.6 million for the three months ended September 30, 2025 compared to $45.3 million for the same period in 2024, an increase of $82.3 million. The increase in segment results was due to the negative impact of Hurricane Beryl in 2024 resulting in additional costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($76.7 million), a benefit primarily related to the 45V tax credit ($32.0 million), higher volumes ($22.5 million) and lower costs associated with products purchased from other parties ($14.5 million). This increase was partially offset by lower pricing ($43.3 million), primarily EDC, partially offset by higher caustic soda, and higher raw material and operating costs ($20.1 million). Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $109.0 million and $106.5 million for the three months ended September 30, 2025 and 2024, respectively.

Previous wording

Epoxy sales for the three months ended June 30, 2025 were $331.2 million compared to $317.7 million for the same period in 2024, an increase of $13.5 million, or 4%. The sales increase was due to higher volumes ($24.6 million) and a favorable effect of foreign currency translation ($5.0 million), partially offset by lower product pricing ($16.1 million).

Current wording

Epoxy sales for the three months ended September 30, 2025 were $349.6 million compared to $285.1 million for the same period in 2024, an increase of $64.5 million, or 23%. The sales increase was due to higher volumes ($83.1 million), including the impact of Hurricane Beryl in 2024, and a favorable effect of foreign currency translation ($6.2 million), partially offset by lower product pricing ($24.8 million).

Previous wording

Epoxy segment loss was $23.7 million for the three months ended June 30, 2025 compared to segment loss of $3.0 million for the same period in 2024. The decrease in segment results of $20.7 million was due to higher operating costs ($24.4 million), including planned maintenance turnaround expenses, and lower product pricing ($16.1 million), offset by lower raw material costs ($18.1 million), primarily benzene and propylene, and increased volumes ($1.7 million), which included an unfavorable product mix. A significant percentage of our Euro denominated sales are from products manufactured within Europe. As a result, the impact of foreign currency translation on revenue is primarily offset by the impact of foreign currency translation on raw materials and manufacturing costs also denominated in Euros. Epoxy segment results included depreciation and amortization expense of $13.1 million and $13.4 million for the three months ended June 30, 2025 and 2024, respectively.

Current wording

Epoxy segment loss was $32.2 million for the three months ended September 30, 2025 compared to segment loss of $42.8 million for the same period in 2024. The increase in segment results of $10.6 million was due to the negative impact of Hurricane Beryl in 2024 resulting in additional costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($32.7 million), lower raw material costs ($26.5 million), primarily benzene and propylene, and increased volumes ($6.9 million), partially offset by higher operating costs ($30.7 million), including unabsorbed fixed manufacturing costs incurred from planned inventory reductions, and lower product pricing ($24.8 million). A significant percentage of our Euro denominated sales are from products manufactured within Europe. As a result, the impact of foreign currency translation on revenue is primarily offset by the impact of foreign currency translation on raw materials and manufacturing costs also denominated in Euros. Epoxy segment results included depreciation and amortization expense of $13.2 million and $13.7 million for the three months ended September 30, 2025 and 2024, respectively.

Previous wording

Epoxy segment loss was $52.1 million for the six months ended June 30, 2025 compared to segment loss of $14.8 million for the same period in 2024. The decrease in segment results of $37.3 million was due to higher operating costs ($41.7 million), including planned maintenance turnaround expenses, and lower product pricing ($18.4 million), offset by lower raw material costs ($23.2 million), primarily benzene and propylene, and an unfavorable product mix ($0.4 million). A significant percentage of our Euro denominated sales are from products manufactured within Europe. As a result, the impact of foreign currency translation on revenue is primarily offset by the impact of foreign currency translation on raw materials and manufacturing costs also denominated in Euros. Epoxy segment results included depreciation and amortization expense of $25.9 million and $26.9 million for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Epoxy segment loss was $84.3 million for the nine months ended September 30, 2025 compared to segment loss of $57.6 million for the same period in 2024. The decrease in segment results of $26.7 million was due to higher operating costs ($72.5 million), including unabsorbed fixed manufacturing costs incurred from planned inventory reductions and planned maintenance turnaround expenses, and lower product pricing ($43.2 million), partially offset by lower raw material costs ($49.8 million), primarily benzene and propylene, the negative impact of Hurricane Beryl in 2024 resulting in additional costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($32.7 million) and increased volumes ($6.5 million). A significant percentage of our Euro denominated sales are from products manufactured within Europe. As a result, the impact of foreign currency translation on revenue is primarily offset by the impact of foreign currency translation on raw materials and manufacturing costs also denominated in Euros. Epoxy segment results included depreciation and amortization expense of $39.1 million and $40.6 million for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Winchester sales were $447.6 million for the three months ended June 30, 2025 compared to $406.0 million for the same period in 2024, an increase of $41.6 million, or 10%. The sales increase was due to higher sales to military customers and military project revenue ($102.0 million), partially offset by lower sales to commercial customers ($55.2 million) and law enforcement agencies ($5.2 million).

Current wording

Winchester sales were $439.6 million for the three months ended September 30, 2025 compared to $432.8 million for the same period in 2024, an increase of $6.8 million, or 2%. The sales increase was due to higher sales to military customers and military project revenue ($34.5 million), partially offset by lower sales to commercial customers ($25.6 million) and law enforcement agencies ($2.1 million).

Previous wording

Winchester segment income was $47.8 million for the six months ended June 30, 2025 compared to $142.5 million for the same period in 2024, a decrease of $94.7 million. The decrease in segment results was due to lower sales volumes ($46.1 million), higher raw material and operating costs ($27.8 million), including commodity metal and propellant costs, and lower product pricing ($20.8 million). Winchester segment income included depreciation and amortization expense of $17.4 million and $16.2 million for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Winchester segment income was $19.3 million for the three months ended September 30, 2025 compared to $53.4 million for the same period in 2024, a decrease of $34.1 million. The decrease in segment results was due to lower product pricing ($13.5 million), higher raw material and operating costs ($13.1 million), including commodity metal and propellant costs, and an unfavorable sales mix ($7.5 million). Winchester segment income included depreciation and amortization expense of $7.8 million and $8.5 million for the three months ended September 30, 2025 and 2024, respectively.

Previous wording

Winchester sales were $835.6 million for the six months ended June 30, 2025 compared to $815.4 million for the same period in 2024, an increase of $20.2 million, or 2%. The sales increase was due to higher sales to military customers and military project revenue ($168.7 million), partially offset by lower sales to commercial customers ($142.1 million) and law enforcement agencies ($6.4 million).

Current wording

Winchester sales were $1,275.2 million for the nine months ended September 30, 2025 compared to $1,248.2 million for the same period in 2024, an increase of $27.0 million, or 2%. The sales increase was due to higher sales to military customers and military project revenue ($200.3 million), partially offset by lower sales to commercial customers ($164.8 million) and law enforcement agencies ($8.5 million).

Previous wording

For the three months ended June 30, 2025, charges to income for environmental investigatory and remedial activities were $4.8 million compared to $6.4 million for the three months ended June 30, 2024. These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.

Current wording

For the three months ended September 30, 2025, charges to income for environmental investigatory and remedial activities were $4.5 million compared to $7.2 million for the three months ended September 30, 2024. These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites. For the three months ended September 30, 2025, environmental expense included $1.0 million of insurance recoveries for environmental costs incurred and expensed in prior periods.

Previous wording

For the six months ended June 30, 2025, charges to income for environmental investigatory and remedial activities were $9.8 million compared to $12.2 million for the six months ended June 30, 2024. These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.

Current wording

For the nine months ended September 30, 2025, charges to income for environmental investigatory and remedial activities were $14.3 million compared to $19.4 million for the nine months ended September 30, 2024. These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites. For the nine months ended September 30, 2025, environmental expense included $1.0 million of insurance recoveries for environmental costs incurred and expensed in prior periods.

Previous wording

For the six months ended June 30, 2025, other corporate and unallocated costs were $39.9 million compared to $42.8 million for the six months ended June 30, 2024, a decrease of $2.9 million. The decrease was primarily due to a favorable foreign currency impact ($9.7 million), partially offset by higher variable incentive compensation costs ($4.4 million), which includes mark-to-market adjustments on stock-based compensation expense.

Current wording

For the nine months ended September 30, 2025, other corporate and unallocated costs were $65.8 million compared to $68.7 million for the nine months ended September 30, 2024, a decrease of $2.9 million. The decrease was primarily due to a favorable foreign currency impact ($16.7 million), partially offset by higher variable incentive compensation costs ($9.4 million), which includes mark-to-market adjustments on stock-based compensation expense, and higher depreciation and amortization expense ($4.6 million).

Previous wording

Pretax restructuring charges related to our restructuring and optimization efforts include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs and the write-off of equipment and facilities. Pretax restructuring charges for the three and six months ended June 30, 2025 and 2024, were as follows:

Current wording

Pretax restructuring charges related to our restructuring and optimization efforts include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs and the write-off of equipment and facilities. Pretax restructuring charges for the three and nine months ended September 30, 2025 and 2024, were as follows:

Previous wording

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

Current wording

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

Previous wording

During 2025, we anticipate environmental expenses in the $25 million to $35 million range, compared to $30.2 million in 2024.

Current wording

During 2025, we anticipate environmental expenses in the $25 million to $30 million range, compared to $30.2 million in 2024.

Previous wording

In 2025, we currently expect our capital spending to be in the $200 million to $220 million range. We expect 2025 depreciation and amortization expense to be approximately $525 million.

Current wording

In 2025, we currently expect our capital spending to be in the $200 million to $220 million range and we expect to make a payment under other long-term supply contracts of $31 million. We expect 2025 depreciation and amortization expense to be approximately $525 million.

Previous wording

We currently believe the 2025 effective tax rate will be in the 25% to 35% range. We expect cash taxes paid to be approximately $175 million, primarily for earnings in foreign jurisdictions, including the previously deferred international tax payments expected to be made in 2025.

Current wording

We currently believe 2025 income tax will be a benefit of $25 million to $35 million. We expect cash taxes paid to be approximately $175 million, primarily for earnings in foreign jurisdictions, including the previously deferred international tax payments that have been made in 2025.

Previous wording

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

Current wording

Environmental provisions charged to income, which are included in costs of goods sold, were as follows:

Previous wording

Environmental investigatory and remediation activities spending was associated with former waste disposal sites and past manufacturing operations. Spending in 2025 for investigatory and remedial efforts, the timing of which is subject to regulatory approvals and other uncertainties, is estimated to be approximately $30 million. Cash outlays for remedial and investigatory activities associated with former waste disposal sites and past manufacturing operations were not charged to income, but instead, were charged to reserves established for such costs identified and expensed to income in prior periods. Associated costs of investigatory and remedial activities are provided for in accordance with generally accepted accounting principles governing probability and the ability to reasonably estimate future costs. Our ability to estimate future costs depends on whether our investigatory and remedial activities are in preliminary or advanced stages. With respect to unasserted claims, we accrue liabilities for costs that, in our experience, we expect to incur to protect our interests against those unasserted claims. Our accrued liabilities for unasserted claims amounted to $11.6 million at June 30, 2025. With respect to asserted claims, we accrue liabilities based on remedial investigation, feasibility study, remedial action and operation, maintenance and monitoring (OM&M) expenses that, in our experience, we expect to incur in connection with the asserted claims. Required site OM&M expenses are estimated and accrued in their entirety for required periods not exceeding 30 years, which reasonably approximates the typical duration of long-term site OM&M. Charges to income for investigatory and remedial efforts may be material to our operating results in 2025.

Current wording

Environmental investigatory and remediation activities spending was associated with former waste disposal sites and past manufacturing operations. Spending in 2025 for investigatory and remedial efforts, the timing of which is subject to regulatory approvals and other uncertainties, is estimated to be approximately$30 million. Cash outlays for remedial and investigatory activities associated with former waste disposal sites and past manufacturing operations were not charged to income, but instead, were charged to reserves established for such costs identified and expensed to income in prior periods. Associated costs of investigatory and remedial activities are provided for in accordance with generally accepted accounting principles governing probability and the ability to reasonably estimate future costs. Our ability to estimate future costs depends on whether our investigatory and remedial activities are in preliminary or advanced stages. With respect to unasserted claims, we accrue liabilities for costs that, in our experience, we expect to incur to protect our interests against those unasserted claims. Our accrued liabilities for unasserted claims amounted to $11.3 million at September 30, 2025. With respect to asserted claims, we accrue liabilities based on remedial investigation, feasibility study, remedial action and operation, maintenance and monitoring (OM&M) expenses that, in our experience, we expect to incur in connection with the asserted claims. Required site OM&M expenses are estimated and accrued in their entirety for required periods not exceeding 30 years, which reasonably approximates the typical duration of long-term site OM&M. Charges to income for investigatory and remedial efforts may be material to our operating results in 2025.

Previous wording

The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites amounting to $155.2 million, $156.5 million and $155.3 million at June 30, 2025, December 31, 2024 and June 30, 2024, respectively, of which $125.2 million, $126.5 million and $123.3 million, respectively, were classified as other noncurrent liabilities. These amounts do not take into account any discounting of future expenditures or any consideration of insurance recoveries or advances in technology. These liabilities are reassessed periodically to determine if environmental circumstances have changed and/or remediation efforts and our estimate of related costs have changed. As a result of these reassessments, future charges to income may be made for additional liabilities.

Current wording

The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites amounting to $154.7 million, $156.5 million and $154.2 million at September 30, 2025, December 31, 2024 and September 30, 2024, respectively, of which $124.7 million, $126.5 million and $122.2 million, respectively, were classified as other noncurrent liabilities. These amounts do not take into account any discounting of future expenditures or any consideration of insurance recoveries or advances in technology. These liabilities are reassessed periodically to determine if environmental circumstances have changed and/or remediation efforts and our estimate of related costs have changed. As a result of these reassessments, future charges to income may be made for additional liabilities.

Previous wording

For the six months ended June 30, 2025, cash provided by operating activities decreased by $45.3 million from the six months ended June 30, 2024, primarily due to a decrease in operating results, partially offset by a smaller increase in working capital compared with the prior year period. For the six months ended June 30, 2025, working capital increased $112.4 million compared to an increase of $166.3 million for the six months ended June 30, 2024. Receivables increased $34.1 million, primarily due to the timing of sales during the second quarter 2025 compared to the fourth quarter 2024. Inventories increased $51.8 million from December 31, 2024, which reflects normal seasonal growth. Income taxes payable, net of income taxes receivable, decreased by $124.3 million from December 31, 2024 primarily due to timing of international tax payments. Accounts payable and accrued liabilities increased $108.2 million from December 31, 2024, primarily as a result of timing of payments during the first half of 2025.

Current wording

For the nine months ended September 30, 2025, cash provided by operating activities decreased by $208.5 million from the nine months ended September 30, 2024, primarily due to a larger increase in working capital compared with the prior year period and lower operating results. For the nine months ended September 30, 2025, working capital increased $264.9 million compared to an increase of $58.7 million for the nine months ended September 30, 2024. Receivables increased $33.1 million, primarily due to higher sales during the third quarter 2025 compared to the fourth quarter 2024. Inventories increased by $100.1 million and accounts payable and accrued liabilities increased $71.7 million from December 31, 2024. Income taxes payable, net of income taxes receivable, decreased by $196.0 million from December 31, 2024, primarily due to timing of international tax payments and Inflation Reduction Act tax credits recognized in the third quarter 2025.

Previous wording

Capital spending was $92.4 million for the six months ended June 30, 2025, compared to $100.8 million for the comparable period in 2024. For the full year 2025, we expect our capital spending to be in the $200 million to $220 million range. Our capital spending forecast represents normal capital spending to maintain our current operating facilities. We expect 2025 depreciation and amortization expense to be in the $525 million range.

Current wording

Capital spending was $163.5 million for the nine months ended September 30, 2025, compared to $144.1 million for the comparable period in 2024. For the full year 2025, we expect our capital spending to be in the $200 million to $220 million range. Our capital spending forecast represents normal capital spending to maintain our current operating facilities. We expect 2025 depreciation and amortization expense to be in the $525 million range.

Previous wording

For the six months ended June 30, 2024, payments under other long-term supply contracts were $46.7 million for energy modernization on the U.S. Gulf Coast. Our payments for this project were completed in the third quarter of 2024.

Current wording

For the nine months ended September 30, 2024, payments under other long-term supply contracts were $58.6 million for energy modernization on the U.S. Gulf Coast. Our payments for this project were completed in the third quarter of 2024.

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