OLIN Corp
For the period ended Sep 30, 2026. Filed Oct 30, 2026.
View on SEC.govAbout 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, 2026 · Filed Oct 30, 2026
OLN$17.31-4.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-31.
0000074303-26-000077
Business BackgroundExecutive SummaryConsolidated Results of OperationsSegment ResultsOutlookEnvironmental MattersLegal Matters and ContingenciesLiquidity and Capital ResourcesCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-30.
0000074303-26-000093
Business BackgroundExecutive SummaryConsolidated Results of OperationsSegment ResultsOutlookEnvironmental MattersLegal Matters and ContingenciesLiquidity and Capital ResourcesThe 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 127 previous paragraphs and 133 current paragraphs.
60 unchanged; 63 reworded; 9 added; 4 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 8 previous and 9 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 (9)
Current report
On October 27, 2026, Olin executed a second amendment to its existing 2025 Senior Credit Facility (see definitions related to Olin’s existing 2025 Senior Credit Facility within Liquidity and Capital Resources), and as previously amended, the Senior Secured Credit Facility, which will provide for a $2,500.0 million senior secured credit facility (the OlinHuntsman Credit Facility) on the closing date of the Merger (the Closing Date), subject to consummation of the Merger and the satisfaction or waiver of certain customary closing conditions set forth in the second amendment. The OlinHuntsman Credit Facility provides OlinHuntsman with a new term loan facility with aggregate commitments of $750.0 million (OlinHuntsman Term Loan), which will replace our existing $650.0 million Secured Term Loan Facility, and a revolving credit facility with aggregate commitments of $1,750.0 million (OlinHuntsman Revolver), which will replace our existing $1,200 million Senior Secured Revolving Credit Facility and Huntsman’s existing revolving credit facility. The OlinHuntsman Term Loan requires principal amortization payments beginning with the first full fiscal quarter ending after the Closing Date, at a rate of 1.250% per quarter through the fiscal quarter that includes the fourth annual anniversary of the Closing Date, increasing to 1.875% per quarter thereafter until maturity. The OlinHuntsman Credit Facility is scheduled to mature on the date that is five years after the Closing Date.
Current report
The amendment requires that the obligations under the OlinHuntsman Credit Facility be guaranteed by certain of our subsidiaries, including certain subsidiaries of Huntsman. The obligations under the OlinHuntsman Credit Facility are also secured by first priority liens on certain assets of Olin and the guarantors, subject to customary exceptions.
Current report
The OlinHuntsman Term Loan is expected to be fully drawn on the Closing Date. The proceeds of the OlinHuntsman Term Loan and of any revolving loans made on that date are expected to be used to refinance the loans and commitments outstanding under the Senior Secured Credit Facility, to repay all amounts outstanding under and terminate Huntsman’s existing revolving credit facility and to pay related fees and expenses.
Current report
Interest expense, net for the three months ended September 30, 2026 was $44.5 million compared to $45.2 million in the prior year period, a decrease of $0.7 million, primarily due to lower average interest rates.
Current report
Chlor Alkali Products and Vinyls segment income was $71.3 million for the three months ended September 30, 2026 compared to $127.6 million for the same period in 2025, a decrease of $56.3 million. The decrease in segment income was primarily due to operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales ($32.1 million), a lower benefit primarily related to the 45V tax credit ($27.0 million), lower volumes ($7.5 million) and higher raw material costs ($4.8 million). These increases were partially offset by higher pricing ($8.0 million), primarily caustic soda and EDC, and lower operating costs ($7.1 million). Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $91.1 million and $109.0 million for the three months ended September 30, 2026 and 2025, respectively.
Current report
As of September 30, 2026, the remaining accrued restructuring liability of $14.0 million is expected to be paid out through 2030 and we expect to incur additional restructuring charges through 2030 of approximately $70 million related to these actions.
Current report
We anticipate the fourth quarter market environment, typically the weakest seasonal quarter for our businesses, to be more difficult than usual. We expect our Chemicals businesses’ fourth quarter 2026 results to be lower than third quarter 2026, as a result of elevated year-end customer destocking, higher feedstock costs, continued pressure from subsidized Asian exports, and significant planned maintenance turnarounds. We expect our Winchester business fourth quarter results to decline from third quarter 2026 levels as a result of normal seasonality and higher commodity metal costs. Overall, we expect Olin’s fourth quarter 2026 operating results to be lower than our third quarter 2026 levels.
Current report
(1) Insurance recoveries for costs incurred and expensed in prior periods.
Current report
Following the announcement of the Merger, each of the credit rating agencies published updated reports on the Company’s credit ratings. On June 17, 2026, Fitch revised its outlook from Negative to Rating Watch Positive, Moody’s affirmed Olin’s Ba2 rating and maintained its Negative outlook, and S&P revised its outlook from Negative to Credit Watch Developing.
Removed paragraphs (4)
Previous report
For the six months ended June 30, 2025, the Company recorded a loss before income taxes of $(4.7) million and an associated income tax benefit of $(3.1) million, resulting in an effective tax rate of 66.0%. The income tax benefit for the six months ended June 30, 2025 was primarily attributable to a loss before taxes for the period, an income tax benefit associated with a release of valuation allowances on domestic state net operating losses and IRA investment tax credits recognized during the period.
Previous report
Chlor Alkali Products and Vinyls segment income was $53.4 million for the three months ended June 30, 2026 compared to segment income of $64.9 million for the same period in 2025, a decrease of $11.5 million. The decrease in segment income was primarily due to operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales ($40.1 million), and lower volumes ($3.8 million). These decreases were partially offset by lower operating costs ($15.9 million), higher pricing ($13.5 million), lower product purchases from other parties ($2.4 million) and lower raw material costs ($0.6 million). Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $98.1 million and $106.3 million for the three months ended June 30, 2026 and 2025, respectively.
Previous report
In the second quarter 2026, we saw sequential improvement across all our business segments despite significant global volatility. We expect third quarter 2026 operating results from our Chemical businesses to be comparable to the second quarter 2026, as ongoing operating issues at our VCM facility in Freeport, TX and weaker EDC pricing are offset by seasonally stronger caustic soda demand. In the third quarter 2026, we expect our Winchester business to experience seasonally improved commercial demand. Overall, we expect Olin’s third quarter 2026 operating results to be comparable to or slightly lower than our second quarter 2026 levels.
Previous report
On February 20, 2026, Fitch downgraded Olin to BB+ (from BBB-) and revised its outlook from stable to negative. On February 25, 2026, Moody’s downgraded Olin to Ba2 (from Ba1) and affirmed its negative outlook. On February 18, 2026, S&P downgraded Olin to BB (from BB+) and affirmed its negative outlook.
Reworded paragraphs (63)
Previous wording
Net (loss) income for the three and six months ended June 30, 2026 was $(13.3) million and $(96.3) million, respectively, compared to $(1.3) million and $0.1 million, for the prior year periods, respectively. The lower earnings for the three and six months ended June 30, 2026 were primarily due to lower Chlor Alkali Products and Vinyls operating results, partially offset by improved operating results from our Epoxy segment. Diluted net (loss) income per share was $(0.12) and $(0.85) for the three and six months ended June 30, 2026, respectively, compared to $(0.01) and $0.00 in the prior year periods, respectively.
Current wording
Net income (loss) for the three and nine months ended September 30, 2026 was $14.4 million and $(81.9) million, respectively, compared to $42.8 million and $42.9 million, for the prior year periods, respectively. The lower earnings for the three and nine months ended September 30, 2026 were primarily due to lower Chlor Alkali Products and Vinyls operating results, partially offset by improved operating results from our Epoxy and Winchester segments. Diluted net income (loss) per share was $0.13 and $(0.72) for the three and nine months ended September 30, 2026, respectively, compared to $0.37 for both prior year periods.
Previous wording
Chlor Alkali Products and Vinyls reported segment income of $53.4 million and $8.9 million for the three and six months ended June 30, 2026, respectively. Second quarter 2026 segment results were negatively impacted by $40.1 million from operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales. The remaining increase in segment results for the three months ended June 30, 2026 from the comparable prior year period was primarily due to higher caustic soda and EDC pricing and lower operating costs. The remaining decrease in segment results for the six months ended June 30, 2026 from the comparable prior year period was primarily due to lower product pricing and volumes, a $36.1 million charge associated with legacy litigation matters and higher raw material costs, primarily natural gas and electrical power costs, partially offset by lower operating costs.
Current wording
Chlor Alkali Products and Vinyls reported segment income of $71.3 million and $80.2 million for the three and nine months ended September 30, 2026, respectively. Segment results for the three and nine months ended September 30, 2026 were negatively impacted by $32.1 million and $72.2 million, respectively, from operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales. Chlor Alkali Products and Vinyls segment results for the three and nine months ended September 30, 2026 were impacted by lower sales volumes, higher raw material costs, primarily natural gas and electrical power costs, and lower operating costs as compared to the prior year comparable periods. The segment results for the three and nine months ended September 30, 2026 were also negatively impacted by a smaller benefit of production tax credits of $27.0 million and $12.1 million, respectively. In the third quarter of 2025, Olin determined that it qualified for the Section 45V clean hydrogen production tax credit under the Inflation Reduction Act (IRA) and recognized a pretax benefit of $32.0 million. The segment results for the nine months ended September 30, 2026 as compared to the prior year period also included lower product pricing and a $36.1 million charge associated with legacy litigation matters.
Previous wording
Epoxy reported a segment income of $16.0 million and $13.1 million for the three and six months ended June 30, 2026, respectively. Epoxy segment results for the three months ended June 30, 2026 were higher than the comparable prior year period primarily due to higher product pricing and lower operating costs, partially offset by higher raw material costs. Epoxy segment results for the six months ended June 30, 2026 were higher than the comparable prior year period primarily due to lower operating costs and higher volumes. Global epoxy demand remains weak, and our U.S. and European Epoxy businesses remain significantly challenged by subsidized Asian competition.
Current wording
Epoxy repo rted segment income of $0.6 million and $13.7 million for the three and nine months ended September 30, 2026, respectively. Epoxy segment results for the three and nine months ended September 30, 2026 were higher than the comparable prior year periods primarily due to higher product pricing, increased volumes and lower operating costs, partially offset by higher raw material costs. Global epoxy demand remains weak, and our U.S. and European Epoxy businesses remain significantly challenged by subsidized Asian competition.
Previous wording
Winchester reported segment income of $28.1 million and $43.3 million for the three and six months ended June 30, 2026, respectively. Winchester segment results for the three months ended June 30, 2026 were higher than the comparable prior year period primarily due to higher commercial ammunition pricing, higher volumes and improved military project revenue, partially offset by higher raw material costs, primarily commodity metals costs, and higher operating costs. Winchester segment results for the six months ended June 30, 2026 were lower than the comparable prior year period as higher raw material and operating costs were partially offset by increased commercial ammunition pricing, higher volumes and improved military project revenue.
Current wording
Winchester reported segment income of $33.8 million and $77.1 million for the three and nine months ended September 30, 2026, respectively. Winchester segment results for the three and nine months ended September 30, 2026 were higher than the comparable prior year periods primarily due to higher commercial ammunition pricing, higher volumes and improved military project revenue, partially offset by higher raw material costs, primarily commodity metals costs, and higher operating costs.
Previous wording
On June 15, 2026, Olin entered into a definitive agreement with Huntsman Corporation (Huntsman) to combine in an all-stock merger of equals transaction (the Merger Agreement) to form a combined company, OlinHuntsman Corporation.
Current wording
On June 15, 2026, Olin entered into a definitive agreement (the Merger Agreement) with Huntsman Corporation (Huntsman) to combine in an all-stock merger of equals transaction (the Merger) to form a combined company, OlinHuntsman Corporation.
Previous wording
Pursuant to the terms of the Merger Agreement, at the effective time of the transaction, each issued and outstanding share of Huntsman common stock will be converted into the right to receive 0.5476 shares of Olin common stock. Upon completion of the transaction, existing Olin shareholders are expected to own approximately 54.5% of the combined company and existing Huntsman stockholders are expected to own approximately 45.5% of the combined company.
Current wording
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Huntsman common stock will be converted into the right to receive 0.5476 shares of Olin common stock. Upon completion of the Merger, existing Olin shareholders are expected to own approximately 54.5% of the combined company and existing Huntsman stockholders are expected to own approximately 45.5% of the combined company.
Previous wording
The consummation of the merger is subject to the satisfaction of customary closing conditions, including the receipt of required regulatory approvals and approval of the merger by both Olin shareholders and Huntsman stockholders. The transaction is expected to close in the first half of 2027.
Current wording
On August 25, 2026, the shareholders of Olin and stockholders of Huntsman each respectively approved the proposals necessary to complete the Merger. Additionally, the waiting period under the U.S. Hart-Scott-Rodino Act expired. The Merger is expected to close in the first quarter of 2027, subject to the receipt of required regulatory approvals and satisfaction of other customary closing conditions specified in the Merger Agreement.
Previous wording
For both the three and six months ended June 30, 2026, we incurred acquisition-related costs of $10.6 million which included costs associated with advisory, legal, accounting, and other professional fees.
Current wording
For the three and nine months ended September 30, 2026, we incurred acquisition-related costs of $13.7 million and $24.3 million, respectively, which included costs associated with advisory, legal, accounting, and other professional fees.
Previous wording
During the six months ended June 30, 2026, we had net borrowings of $202.3 million, with $210.0 million borrowed under our Senior Secured Revolving Credit Facility (defined below), which was partially used to satisfy the $109.7 million remaining principal amortization payments under the Secured Term Loan Facility (defined below).
Current wording
During the nine months ended September 30, 2026, we had net borrowings of $185.3 million, with $170.0 million borrowed under our Senior Secured Revolving Credit Facility (defined within Liquidity and Capital Resources), which was partially used to satisfy the $109.7 million remaining principal amortization payments under the Secured Term Loan Facility (defined within Liquidity and Capital Resources).
Previous wording
Tariffs and trade flows continue to influence the demand outlook amid varying market responses. Following the February 20, 2026, U.S. Supreme Court ruling that struck down broad emergency‑based tariffs issued under the International Emergency Economic Powers Act (IEEPA), the U.S. administration has begun recalibrating its tariff strategy through other legal alternatives, including expanded use of Section 301 investigations. Following the U.S. Supreme Court ruling, certain importers have begun pursuing tariff‑recovery claims related to previously assessed duties. While we continue to monitor these developments, the financial impact of tariff‑recovery opportunities or obligations has not been significant to our businesses. We also continue to monitor the direct and indirect impact from tariffs on goods being imported into the United States and the competitiveness of our export products in markets that implement retaliatory tariffs.
Current wording
Tariffs and trade flows continue to influence the demand outlook amid varying market responses. Following the February 20, 2026, U.S. Supreme Court ruling that struck down broad emergency‑based tariffs issued under the International Emergency Economic Powers Act (IEEPA), the U.S. administration has utilized other trade authorities, including Section 301 investigations and related tariff actions, and additional changes to U.S. trade policy remain possible. While certain importers have pursued recovery claims related to previously assessed IEEPA duties, we have not experienced a material financial impact from such claims or recovery opportunities. We continue to monitor the direct and indirect impact from tariffs on goods being imported into the United States and the competitiveness of our export products in markets that implement retaliatory tariffs.
Previous wording
Sales for the three months ended June 30, 2026 were $1,741.9 million compared to $1,758.3 million in the same period last year, a decrease of $16.4 million, or 1%. Chlor Alkali Products and Vinyls sales decreased by $160.0 million primarily due to lower sales volumes, partially offset by higher pricing. Epoxy sales increased by $90.9 million, primarily due to higher volumes and higher pricing. Winchester sales increased by $52.7 million, primarily due to higher ammunition sales to commercial and military customers and increased military project revenue.
Current wording
Sales for the three months ended September 30, 2026 were $1,747.7 million compared to $1,713.2 million in the same period last year, an increase of $34.5 million, or 2%. Epoxy sales increased by $62.6 million, primarily due to higher product pricing and higher volumes. Winchester sales increased by $45.1 million, primarily due to higher ammunition sales to commercial and military customers and increased military project revenue. Chlor Alkali Products and Vinyls sales decreased by $73.2 million primarily due to lower sales volumes, partially offset by higher pricing.
Previous wording
Gross margin increased $32.1 million for the three months ended June 30, 2026 compared to the prior year period. Epoxy gross margin increased $39.6 million, primarily due to higher product pricing and lower operating costs, partially offset by higher raw material costs. Winchester gross margin increased $8.1 million, primarily due to higher product pricing and higher volumes, partially offset by higher raw material and operating costs. Chlor Alkali Products and Vinyls gross margin decreased $14.7 million, primarily due to operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales, partially offset by higher product pricing and lower operating costs. Gross margin as a percentage of sales increased to 10% during the three months ended June 30, 2026 from 8% during the three months ended June 30, 2025.
Current wording
Gross margin decreased $10.7 million for the three months ended September 30, 2026 compared to the prior year period. Chlor Alkali Products and Vinyls gross margin decreased $57.9 million, primarily due to operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales and a lower benefit related to the 45V tax credits. Epoxy gross margin increased $33.3 million, primarily due to higher product pricing and volumes, and lower operating costs, partially offset by higher raw material costs. Winchester gross margin increased $15.1 million, primarily due to higher product pricing and higher volumes, partially offset by higher raw material and operating costs. Gross margin as a percentage of sales decreased to 10% during the three months ended September 30, 2026 from 11% during the three months ended September 30, 2025.
Previous wording
Selling and administrative expenses for the three months ended June 30, 2026 were $102.7 million, an increase of $7.5 million from the prior year period. The increase was primarily due to an unfavorable foreign currency impact of $5.6 million and higher legal and legal-related settlement expenses of $2.1 million, partially offset by lower stock-based compensation costs of $3.0 million, which includes mark-to-market adjustments. Selling and administrative expenses as a percentage of sales was 6% and 5% for the three months ended June 30, 2026 and 2025, respectively.
Current wording
Selling and administrative expenses for the three months ended September 30, 2026 were $98.4 million, an increase of $0.3 million from the prior year period. The increase was primarily due to an unfavorable foreign currency impact of $5.6 million, partially offset by lower stock-based compensation costs of $4.5 million, which includes mark-to-market adjustments. Selling and administrative expenses as a percentage of sales were 6% for both the three months ended September 30, 2026 and 2025.
Previous wording
Restructuring charges for the three months ended June 30, 2026 and 2025 were $10.5 million and $7.4 million, respectively. Restructuring charges include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs, and the write off of equipment and facilities.
Current wording
Restructuring charges for the three months ended September 30, 2026 and 2025 were $1.7 million and $2.9 million, respectively. Restructuring charges include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs, and the write off of equipment and facilities.
Previous wording
Acquisition-related costs for the three months ended June 30, 2026 of $10.6 million included costs associated with advisory, legal, accounting, and other professional fees associated with Olin’s pending merger with Huntsman.
Current wording
Acquisition-related costs for the three months ended September 30, 2026 of $13.7 million included costs associated with advisory, legal, accounting, and other professional fees associated with Olin’s pending Merger with Huntsman.
Previous wording
The Company’s effective tax rate fluctuates from period to period based on several factors, including the geographic mix of earnings, the level of income or loss relative to available tax attributes, the recognition of valuation allowances in certain jurisdictions, and discrete tax items. For the three months ended June 30, 2026, the Company recorded income before income taxes of $3.8 million and an associated income tax provision of $17.1 million, resulting in an effective tax rate of 450.0%. The income tax provision for the three months ended June 30, 2026 was primarily attributable to the income before income taxes for the period, an expense from prior year tax positions and the impact from a lower estimated annual effective tax rate compared with the prior quarter. For the three months ended June 30, 2025, the Company recorded a loss before income taxes of $(6.8) million and an associated income tax benefit of $(4.0) million, resulting in an effective tax rate of 58.8%. The income tax benefit for the three months ended June 30, 2025 was primarily attributable to a loss before taxes for the period, a release of valuation allowances on domestic state net operating losses and Inflation Reduction Act (IRA) investment tax credits recognized during the period.
Current wording
The Company’s effective tax rate fluctuates from period to period based on several factors, including the geographic mix of earnings, the level of income or loss relative to available tax attributes, the recognition of valuation allowances in certain jurisdictions, and discrete tax items. For the three months ended September 30, 2026, the Company recorded income before taxes of $17.1 million and an income tax provision of $2.7 million, resulting in an effective tax rate of 15.8%. The income tax provision for the three months ended September 30, 2026 was primarily attributable to the tax on income before taxes for the period and an expense from valuation allowances on state credits, partially offset by the impact from a higher estimated annual effective tax rate compared with the prior quarter. For the three months ended September 30, 2025, the Company recorded income before taxes of $41.5 million and an associated income tax benefit of $(2.2) million, resulting in a negative effective tax rate of (5.3)%. The income tax benefit for the three months ended September 30, 2025 was primarily attributable to IRA production tax credits, partially offset by a change in tax contingencies and tax on income before taxes for the period.
Previous wording
Sales for the six months ended June 30, 2026 were $3,324.9 million compared to $3,402.5 million in the same period last year, a decrease of $77.6 million, or 2%. Chlor Alkali Products and Vinyls sales decreased by $327.6 million primarily due to lower pricing and volumes. Epoxy sales increased by $114.8 million, primarily due to higher volumes and pricing. Winchester sales increased by $135.2 million, primarily due to increased military project revenue and higher ammunition sales to military and commercial customers.
Current wording
Sales for the nine months ended September 30, 2026 were $5,072.6 million compared to $5,115.7 million in the same period last year, a decrease of $43.1 million, or 1%. Chlor Alkali Products and Vinyls sales decreased by $400.8 million primarily due to lower volumes and pricing. Winchester sales increased by $180.3 million, primarily due to higher ammunition sales to military and commercial customers and increased military project revenue. Epoxy sales increased by $177.4 million, primarily due to higher volumes and pricing.
Previous wording
Gross margin decreased $40.8 million for the six months ended June 30, 2026 compared to the prior year period. Chlor Alkali Products and Vinyls gross margin decreased $107.4 million, primarily due to lower product pricing and volumes, operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales and higher raw material costs, partially offset by lower operating costs. Epoxy gross margin increased $65.5 million, primarily due to lower operating costs and higher sales volumes. Winchester gross margin increased $2.7 million, primarily due to higher pricing and sales volumes, partially offset by higher raw material and operating costs. Gross margin as a percentage of sales decreased to 7% during the six months ended June 30, 2026 from 8% during the six months ended June 30, 2025.
Current wording
Gross margin decreased $51.5 million for the nine months ended September 30, 2026 compared to the prior year period. Chlor Alkali Products and Vinyls gross margin decreased $165.3 million, primarily due to operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales, lower product volumes and pricing, and higher raw material costs, partially offset by lower operating costs. Epoxy gross margin increased $98.8 million, primarily due to lower operating costs and higher product volumes and pricing, partially offset by higher raw material costs. Winchester gross margin increased $17.8 million, primarily due to higher pricing and sales volumes, partially offset by higher raw material and operating costs. Gross margin as a percentage of sales decreased to 8% during the nine months ended September 30, 2026 from 9% during the nine months ended September 30, 2025.
Previous wording
Selling and administrative expenses for the six months ended June 30, 2026 were $247.7 million, an increase of $51.5 million from the prior year period. The increase was primarily due to higher legal and legal-related settlement expenses of $39.3 million, which includes a first quarter 2026 charge of $36.1 million associated with legacy litigation matters, an unfavorable foreign currency impact of $9.4 million and higher stock-based compensation costs of $7.0 million, which includes mark-to-market adjustments. Selling and administrative expenses as a percentage of sales was 7% and 6% for the six months ended June 30, 2026 and 2025, respectively.
Current wording
Selling and administrative expenses for the nine months ended September 30, 2026 were $346.1 million, an increase of $51.8 million from the prior year period. The increase was primarily due to higher legal and legal-related settlement expenses of $41.7 million, which includes a first quarter 2026 charge of $36.1 million associated with legacy litigation matters, an unfavorable foreign currency impact of $15.0 million and higher stock-based compensation costs of $2.5 million, which includes mark-to-market adjustments. Selling and administrative expenses as a percentage of sales were 7% and 6% for the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
Restructuring charges for the six months ended June 30, 2026 and 2025 were $19.6 million and $11.4 million, respectively. Restructuring charges include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs, and the write off of equipment and facilities.
Current wording
Restructuring charges for the nine months ended September 30, 2026 and 2025 were $21.3 million and $14.3 million, respectively. Restructuring charges include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs, and the write off of equipment and facilities.
Previous wording
Acquisition-related costs for the six months ended June 30, 2026 of $10.6 million included costs associated with advisory, legal, accounting, and other professional fees associated with Olin’s pending merger with Huntsman.
Current wording
Acquisition-related costs for the nine months ended September 30, 2026 of $24.3 million included costs associated with advisory, legal, accounting, and other professional fees associated with Olin’s pending Merger with Huntsman.
Previous wording
Interest expense, net for the six months ended June 30, 2026 and 2025 included $0.2 million and $3.3 million, respectively, for the write-off of unamortized deferred debt issuance costs associated with financing transactions. Without these items, interest expense, net, for the six months ended June 30, 2026 decreased $3.4 million from June 30, 2025, primarily due to lower average interest rates.
Current wording
Interest expense, net, for the nine months ended September 30, 2026 and 2025 was $130.9 million and $138.1 million, respectively, which included $0.2 million and $3.3 million, respectively, for the write-off of unamortized deferred debt issuance costs associated with financing transactions. Without these items, interest expense, net, for the nine months ended September 30, 2026 decreased $4.1 million from the comparable prior year period, primarily due to lower average interest rates.
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, 2026 compared to the prior year period primarily due to higher actuarial losses recognized to income.
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, 2026 compared to the prior year period primarily due to higher actuarial losses recognized to income.
Previous wording
The Company’s effective tax rate fluctuates from period to period based on several factors, including the geographic mix of earnings, the level of income or loss relative to available tax attributes, the recognition of valuation allowances in certain jurisdictions, and discrete tax items. For the six months ended June 30, 2026, the Company recorded a loss before income taxes of $(114.5) million and an associated income tax benefit of $(18.2) million, resulting in an effective tax rate of 15.9%. The income tax benefit for the six months ended June 30, 2026 was primarily attributable to the loss before income taxes for the period and IRA production tax credits recognized during the period, partially offset by an expense from prior year tax positions.
Current wording
The Company’s effective tax rate fluctuates from period to period based on several factors, including the geographic mix of earnings, the level of income or loss relative to available tax attributes, the recognition of valuation allowances in certain jurisdictions, and discrete tax items. For the nine months ended September 30, 2026, the Company recorded the loss before taxes of $(97.4) million and an associated income tax benefit of $(15.5) million, resulting in an effective tax rate of 15.9%. The income tax benefit for the nine months ended September 30, 2026 was primarily attributable to tax on the loss before taxes for the period and IRA production tax credits recognized during the period, partially offset by an expense from prior year tax positions and an expense from valuation allowances on state credits. For the nine months ended September 30, 2025, the Company recorded income before taxes of $36.8 million and an associated income tax benefit of $(5.3) million, resulting in a negative effective tax rate of (14.4)%. The income tax benefit for the nine months ended September 30, 2025 was primarily attributable to IRA production tax credits recognized during the period, partially offset by a change in tax contingencies and tax on income before taxes for the period.
Previous wording
Chlor Alkali Products and Vinyls sales for the three months ended June 30, 2026 were $819.5 million compared to $979.5 million for the same period in 2025, a decrease of $160.0 million, or 16%. The sales decrease was due to lower sales volumes, primarily as a result of lower trading volumes associated with Blue Water Alliance, partially offset by higher pricing.
Current wording
Chlor Alkali Products and Vinyls sales for the three months ended September 30, 2026 were $850.8 million compared to $924.0 million for the same period in 2025, a decrease of $73.2 million, or 8%. The sales decrease was due to lower sales volumes, primarily as a result of lower trading volumes associated with Blue Water Alliance, partially offset by higher pricing.
Previous wording
Chlor Alkali Products and Vinyls sales for the six months ended June 30, 2026 were $1,576.4 million compared to $1,904.0 million for the same period in 2025, a decrease of $327.6 million, or 17%. The sales decrease was due to lower sales volumes, primarily as a result of lower trading volumes associated with Blue Water Alliance, and lower pricing.
Current wording
Chlor Alkali Products and Vinyls sales for the nine months ended September 30, 2026 were $2,427.2 million compared to $2,828.0 million for the same period in 2025, a decrease of $400.8 million, or 14%. The sales decrease was due to lower sales volumes, primarily as a result of lower trading volumes associated with Blue Water Alliance, and lower pricing.
Previous wording
Chlor Alkali Products and Vinyls segment income was $8.9 million for the six months ended June 30, 2026 compared to segment income of $143.2 million for the same period in 2025, a decrease of $134.3 million. The decrease in segment income was due to lower pricing ($50.0 million), lower volumes ($47.8 million), operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales ($40.1 million), a charge associated with legacy litigation matters ($36.1 million) and higher raw material costs ($29.0 million), primarily natural gas and electrical power costs. These decreases were partially offset by lower operating costs ($59.4 million) and lower costs associated with product purchased from other parties ($9.3 million). Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $191.3 million and $213.5 million for the six months ended June 30, 2026 and 2025, respectively.
Current wording
Chlor Alkali Products and Vinyls segment income was $80.2 million for the nine months ended September 30, 2026 compared to $270.8 million for the same period in 2025, a decrease of $190.6 million. The decrease in segment income was primarily due to operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales ($72.2 million), lower volumes ($55.3 million), lower pricing ($42.0 million), a charge associated with legacy litigation matters ($36.1 million), higher raw material costs ($32.1 million), primarily natural gas and electrical power costs, and a lower benefit primarily related to the 45V tax credit ($12.1 million). These decreases were partially offset by lower operating costs ($59.2 million). Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $282.4 million and $322.5 million for the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
Epoxy sales for the three months ended June 30, 2026 were $422.1 million compared to $331.2 million for the same period in 2025, an increase of $90.9 million, or 27%. The sales increase was due to higher volumes ($50.3 million), higher product pricing ($33.3 million) and a favorable effect of foreign currency translation ($7.3 million).
Current wording
Epoxy sales for the three months ended September 30, 2026 were $412.2 million compared to $349.6 million for the same period in 2025, an increase of $62.6 million, or 18%. The sales increase was due to higher product pricing ($35.3 million), higher volumes ($26.5 million) and a favorable effect of foreign currency translation ($0.8 million).
Previous wording
Epoxy segment income was $16.0 million for the three months ended June 30, 2026 compared to segment loss of $(23.7) million for the same period in 2025. The increase in segment results of $39.7 million was due to higher product pricing ($33.3 million), lower operating costs ($14.8 million) and higher volumes ($6.1 million), partially offset by higher raw material costs ($14.5 million), primarily benzene and propylene. A significant percentage of our Euro denominated sales are from products manufactured within Europe. As a result, the impact of foreign currency translation on revenue is primarily offset by the impact of foreign currency translation on raw materials and manufacturing costs also denominated in Euros. Epoxy segment results included depreciation and amortization expense of $11.7 million and $13.1 million for the three months ended June 30, 2026 and 2025, respectively.
Current wording
Epoxy segment income was $0.6 million for the three months ended September 30, 2026 compared to segment loss of $(32.2) million for the same period in 2025. The increase in segment results of $32.8 million was due to higher product pricing ($35.3 million), lower operating costs ($20.0 million) and higher volumes ($15.8 million), partially offset by higher raw material costs ($38.3 million), primarily benzene and propylene. A significant percentage of our Euro denominated sales are from products manufactured within Europe. As a result, the impact of foreign currency translation on revenue is primarily offset by the impact of foreign currency translation on raw materials and manufacturing costs also denominated in Euros. Epoxy segment results included depreciation and amortization expense of $11.1 million and $13.2 million for the three months ended September 30, 2026 and 2025, respectively.
Previous wording
Epoxy sales for the six months ended June 30, 2026 were $777.7 million compared to $662.9 million for the same period in 2025, an increase of $114.8 million, or 17%. The sales increase was due to higher volumes ($83.2 million), a favorable effect of foreign currency translation ($22.8 million) and higher product pricing ($8.8 million).
Current wording
Epoxy sales for the nine months ended September 30, 2026 were $1,189.9 million compared to $1,012.5 million for the same period in 2025, an increase of $177.4 million, or 18%. The sales increase was due to higher volumes ($109.7 million), higher product pricing ($44.1 million) and a favorable effect of foreign currency translation ($23.6 million).
Previous wording
Epoxy segment income was $13.1 million for the six months ended June 30, 2026 compared to segment loss of $(52.1) million for the same period in 2025. The increase in segment results of $65.2 million was due to lower operating costs ($39.5 million), higher volumes ($11.7 million), higher product pricing ($8.8 million) and lower raw material costs ($5.2 million), primarily benzene and propylene. A significant percentage of our Euro denominated sales are from products manufactured within Europe. As a result, the impact of foreign currency translation on revenue is primarily offset by the impact of foreign currency translation on raw materials and manufacturing costs also denominated in Euros. Epoxy segment results included depreciation and amortization expense of $23.6 million and $25.9 million for the six months ended June 30, 2026 and 2025, respectively.
Current wording
Epoxy segment income was $13.7 million for the nine months ended September 30, 2026 compared to segment loss of $(84.3) million for the same period in 2025. The increase in segment results of $98.0 million was due to lower operating costs ($59.5 million), higher product pricing ($44.1 million) and higher volumes ($27.5 million), partially offset by higher raw material costs ($33.1 million), primarily benzene and propylene. A significant percentage of our Euro denominated sales are from products manufactured within Europe. As a result, the impact of foreign currency translation on revenue is primarily offset by the impact of foreign currency translation on raw materials and manufacturing costs also denominated in Euros. Epoxy segment results included depreciation and amortization expense of $34.7 million and $39.1 million for the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
Winchester sales were $500.3 million for the three months ended June 30, 2026 compared to $447.6 million for the same period in 2025, an increase of $52.7 million, or 12%. The sales increase was due to higher sales to commercial customers ($22.7 million), higher sales to military customers and military project revenue ($27.0 million) and higher sales to law enforcement agencies ($3.0 million).
Current wording
Winchester sales were $484.7 million for the three months ended September 30, 2026 compared to $439.6 million for the same period in 2025, an increase of $45.1 million, or 10%. The sales increase was due to higher sales to commercial customers ($37.7 million), higher sales to military customers and military project revenue ($7.3 million) and higher sales to law enforcement agencies ($0.1 million).
Previous wording
Winchester segment income was $28.1 million for the three months ended June 30, 2026 compared to $25.0 million for the same period in 2025, an increase of $3.1 million. The increase in segment results was primarily due to higher product pricing ($18.6 million) and higher sales volume and military project revenue ($9.2 million), partially offset by higher raw material and operating costs ($24.7 million), including commodity metal and propellant costs. Winchester segment income included depreciation and amortization expense of $8.8 million and $7.9 million for the three months ended June 30, 2026 and 2025, respectively.
Current wording
Winchester segment income was $33.8 million for the three months ended September 30, 2026 compared to $19.3 million for the same period in 2025, an increase of $14.5 million. The increase in segment results was primarily due to higher product pricing ($20.4 million) and higher sales volumes and military project revenue ($12.5 million), partially offset by higher raw material and operating costs ($18.4 million), including commodity metal and propellant costs. Winchester segment income included depreciation and amortization expense of $9.0 million and $7.8 million for the three months ended September 30, 2026 and 2025, respectively.
Previous wording
Winchester sales were $970.8 million for the six months ended June 30, 2026 compared to $835.6 million for the same period in 2025, an increase of $135.2 million, or 16%. The sales increase was due to higher sales to military customers and military project revenue ($101.4 million) and higher sales to commercial customers ($35.6 million), partially offset by lower sales to law enforcement agencies ($1.8 million).
Current wording
Winchester sales were $1,455.5 million for the nine months ended September 30, 2026 compared to $1,275.2 million for the same period in 2025, an increase of $180.3 million, or 14%. The sales increase was due to higher sales to military customers and military project revenue ($108.7 million) and higher sales to commercial customers ($73.3 million), partially offset by lower sales to law enforcement agencies ($1.7 million).
Previous wording
Winchester segment income was $43.3 million for the six months ended June 30, 2026 compared to $47.8 million for the same period in 2025, a decrease of $4.5 million. The decrease in segment results was primarily due to higher raw material and operating costs ($38.9 million), including commodity metal and propellant costs, partially offset by higher product pricing ($23.7 million) and higher sales volume and military project revenue ($10.7 million). Winchester segment income included depreciation and amortization expense of $17.7 million and $17.4 million for the six months ended June 30, 2026 and 2025, respectively.
Current wording
Winchester segment income was $77.1 million for the nine months ended September 30, 2026 compared to $67.1 million for the same period in 2025, an increase of $10.0 million. The increase in segment results was primarily due to higher product pricing ($44.1 million) and higher sales volumes and military project revenue ($23.2 million), partially offset by higher raw material and operating costs ($57.3 million), including commodity metal and propellant costs. Winchester segment income included depreciation and amortization expense of $26.7 million and $25.2 million for the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
For the three months ended June 30, 2026, charges to income for environmental investigatory and remedial activities were $5.7 million compared to $4.8 million for the three months ended June 30, 2025. These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.
Current wording
For the three months ended September 30, 2026, charges to income for environmental investigatory and remedial activities were $5.6 million compared to $4.5 million for the three months ended September 30, 2025. These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites. For the three months ended 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 three months ended June 30, 2026, other corporate and unallocated costs were $25.3 million compared to $19.9 million for the three months ended June 30, 2025, an increase of $5.4 million. The increase was primarily due to an unfavorable foreign currency impact ($5.6 million), partially offset by lower stock-based compensation costs ($3.0 million), which includes mark-to-market adjustments.
Current wording
For the three months ended September 30, 2026, other corporate and unallocated costs were $26.7 million compared to $25.9 million for the three months ended September 30, 2025, an increase of $0.8 million. The increase was primarily due to an unfavorable foreign currency impact ($5.6 million), partially offset by lower stock-based compensation costs ($4.5 million), which includes mark-to-market adjustments.
Previous wording
For the six months ended June 30, 2026, charges to income for environmental investigatory and remedial activities were $10.9 million compared to $9.8 million for the six months ended June 30, 2025. These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.
Current wording
For the nine months ended September 30, 2026, charges to income for environmental investigatory and remedial activities were $16.5 million compared to $14.3 million for the nine months ended September 30, 2025. These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites. For the 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, 2026, other corporate and unallocated costs were $58.5 million compared to $39.9 million for the six months ended June 30, 2025, an increase of $18.6 million. The increase was primarily due to an unfavorable foreign currency impact ($9.4 million) and higher stock-based compensation costs ($7.0 million), which includes mark-to-market adjustments.
Current wording
For the nine months ended September 30, 2026, other corporate and unallocated costs were $85.2 million compared to $65.8 million for the nine months ended September 30, 2025, an increase of $19.4 million. The increase was primarily due to an unfavorable foreign currency impact ($15.0 million) and higher stock-based compensation costs ($2.5 million), which includes mark-to-market adjustments.
Previous wording
Pretax restructuring charges for the three and six months ended June 30, 2026 and 2025, were as follows:
Current wording
Pretax restructuring charges for the three and nine months ended September 30, 2026 and 2025, were as follows:
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Current report — wording carried from elsewhere
Under the OlinHuntsman Credit Facility, we may select various floating rate borrowing options. The actual interest rate paid on borrowings under the OlinHuntsman Credit Facility is based on a pricing grid which is dependent upon the net leverage ratio as calculated under the terms set forth in the OlinHuntsman Credit Facility for the prior fiscal quarter. The OlinHuntsman Credit Facility includes various customary restrictive covenants, including restrictions related to the ratio of secured debt to earnings before interest expense, taxes, depreciation and amortization (net leverage ratio) and the ratio of earnings before interest expense, taxes, depreciation and amortization to interest expense (coverage ratio).