SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

In October 2015, Spinco (the Issuer) issued $720.0 million aggregate principal amount of the 2023 Notes and $500.0 million aggregate principal amount of the 2025 Notes. During 2016, the Notes were registered under the Securities Act of 1933, as amended. The Issuer was formed on March 13, 2015 as a wholly owned subsidiary of TDCC and upon closing of the Acquisition became a 100% owned subsidiary of Olin (the Parent Guarantor). The Exchange Notes are fully and unconditionally guaranteed by the Parent Guarantor.

The following condensed consolidating financial information presents the condensed consolidating balance sheets as of December 31, 2016 and 2015, and the related condensed consolidating statements of operations, comprehensive income (loss) and cash flows for each of the years in the three-year period ended December 31, 2016 of (a) the Parent Guarantor, (b) the Issuer, (c) the non-guarantor subsidiaries, (d) elimination entries necessary to consolidate the Parent Guarantor with the Issuer and the non-guarantor subsidiaries and (e) Olin on a consolidated basis. Investments in consolidated subsidiaries are presented under the equity method of accounting.



CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2016
(In millions)

	Parent Guarantor			Issuer		Subsidiary Non-Guarantor			Eliminations			Total
Assets
Current assets:
Cash and cash equivalents	$	25.2		—		$	159.3		—			$	184.5
Receivables, net	88.3			—		586.7			—			675.0
Intercompany receivables	—			—		1,912.3			(1,912.3		)	—
Income taxes receivable	19.0			—		7.3			(0.8		)	25.5
Inventories	167.7			—		462.7			—			630.4
Other current assets	164.7			3.4		1.2			(138.5		)	30.8
Total current assets	464.9			3.4		3,129.5			(2,051.6		)	1,546.2
Property, plant and equipment, net	510.1			—		3,194.8			—			3,704.9
Investment in subsidiaries	6,035.2			3,734.7		—			(9,769.9		)	—
Deferred income taxes	133.5			—		103.5			(117.5		)	119.5
Other assets	48.1			—		596.3			—			644.4
Long-term receivables—affiliates	—			2,194.2		—			(2,194.2		)	—
Intangible assets, net	0.4			5.7		623.5			—			629.6
Goodwill	—			966.3		1,151.7			—			2,118.0
Total assets	$	7,192.2		$	6,904.3	$	8,799.3		$	(14,133.2	)	$	8,762.6
Liabilities and Shareholders' Equity
Current liabilities:
Current installments of long-term debt	$	0.6		$	67.5	$	12.4		—			$	80.5
Accounts payable	45.3			—		527.4			(1.9		)	570.8
Intercompany payables	1,882.8			29.5		—			(1,912.3		)	—
Income taxes payable	—			—		8.3			(0.8		)	7.5
Accrued liabilities	124.9			—		277.5			(138.6		)	263.8
Total current liabilities	2,053.6			97.0		825.6			(2,053.6		)	922.6
Long-term debt	913.9			2,413.3		209.9			—			3,537.1
Accrued pension liability	453.7			—		184.4			—			638.1
Deferred income taxes	—			223.6		926.4			(117.5		)	1,032.5
Long-term payables—affiliates	1,209.1			—		985.1			(2,194.2		)	—
Other liabilities	288.9			6.6		63.8			—			359.3
Total liabilities	4,919.2			2,740.5		3,195.2			(4,365.3		)	6,489.6
Commitments and contingencies
Shareholders' equity:
Common stock	165.4			—		14.6			(14.6		)	165.4
Additional paid-in capital	2,243.8			4,125.7		4,808.2			(8,933.9		)	2,243.8
Accumulated other comprehensive loss	(510.0		)	—		(7.0		)	7.0			(510.0		)
Retained earnings	373.8			38.1		788.3			(826.4		)	373.8
Total shareholders' equity	2,273.0			4,163.8		5,604.1			(9,767.9		)	2,273.0
Total liabilities and shareholders' equity	$	7,192.2		$	6,904.3	$	8,799.3		$	(14,133.2	)	$	8,762.6



CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2015
(In millions)

	Parent Guarantor			Issuer			Subsidiary Non-Guarantor			Eliminations			Total
Assets
Current assets:
Cash and cash equivalents	$	119.4		—			$	272.6		—			$	392.0
Receivables, net	107.7			—			679.4			(3.7		)	783.4
Intercompany receivables	—			76.1			1,093.1			(1,169.2		)	—
Income taxes receivable	27.3			—			5.7			(0.1		)	32.9
Inventories	166.0			—			519.2			—			685.2
Current deferred income taxes	—			—			2.7			(2.7		)	—
Other current assets	152.1			5.0			4.6			(121.8		)	39.9
Total current assets	572.5			81.1			2,577.3			(1,297.5		)	1,933.4
Property, plant and equipment, net	508.7			—			3,444.7			—			3,953.4
Investment in subsidiaries	5,905.0			3,636.3			—			(9,541.3		)	—
Deferred income taxes	155.6			—			84.9			(144.6		)	95.9
Other assets	43.5			—			411.1			—			454.6
Long-term receivables—affiliates	—			2,562.6			—			(2,562.6		)	—
Intangible assets, net	0.5			—			677.0			—			677.5
Goodwill	—			990.2			1,183.9			—			2,174.1
Total assets	$	7,185.8		$	7,270.2		$	8,378.9		$	(13,546.0	)	$	9,288.9
Liabilities and Shareholders' Equity
Current liabilities:
Current installments of long-term debt	$	192.8		—			$	12.2		—			$	205.0
Accounts payable	37.3			—			576.6			(5.7		)	608.2
Intercompany payables	1,169.2			—			—			(1,169.2		)	—
Income taxes payable	1.5			—			6.1			(2.7		)	4.9
Accrued liabilities	227.8			—			221.3			(121.0		)	328.1
Total current liabilities	1,628.6			—			816.2			(1,298.6		)	1,146.2
Long-term debt	1,084.0			2,547.4			12.4			—			3,643.8
Accrued pension liability	484.3			—			164.6			—			648.9
Deferred income taxes	—			294.8			945.1			(144.7		)	1,095.2
Long-term payables—affiliates	1,296.4			286.5			979.7			(2,562.6		)	—
Other liabilities	273.7			—			61.1			1.2			336.0
Total liabilities	4,767.0			3,128.7			2,979.1			(4,004.7		)	6,870.1
Commitments and contingencies
Shareholders' equity:
Common stock	165.1			—			14.6			(14.6		)	165.1
Additional paid-in capital	2,236.4			4,146.1			4,789.6			(8,935.7		)	2,236.4
Accumulated other comprehensive loss	(492.5		)	—			(31.7		)	31.7			(492.5		)
Retained earnings	509.8			(4.6		)	627.3			(622.7		)	509.8
Total shareholders' equity	2,418.8			4,141.5			5,399.8			(9,541.3		)	2,418.8
Total liabilities and shareholders' equity	$	7,185.8		$	7,270.2		$	8,378.9		$	(13,546.0	)	$	9,288.9



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended December 31, 2016
(In millions)

	Parent Guarantor			Issuer			Subsidiary Non-Guarantor		Eliminations			Total
Sales	$	1,321.3		—			$	4,720.2	$	(490.9	)	$	5,550.6
Operating expenses:
Cost of goods sold	1,128.7			—			4,285.9		(490.9		)	4,923.7
Selling and administration	138.1			—			185.1		—			323.2
Restructuring charges	0.8			—			112.1		—			112.9
Acquisition-related costs	47.4			—			1.4		—			48.8
Other operating (loss) income	(2.2		)	—			12.8		—			10.6
Operating income	4.1			—			148.5		—			152.6
Earnings of non-consolidated affiliates	1.7			—			—		—			1.7
Equity income (loss) in subsidiaries	16.2			139.0			—		(155.2		)	—
Interest expense	38.8			153.9			4.7		(5.5		)	191.9
Interest income	4.7			—			4.2		(5.5		)	3.4
Income (loss) before taxes	(12.1		)	(14.9		)	148.0		(155.2		)	(34.2		)
Income tax (benefit) provision	(8.2		)	(57.6		)	35.5		—			(30.3		)
Net (loss) income	$	(3.9	)	$	42.7		$	112.5	$	(155.2	)	$	(3.9	)



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended December 31, 2015
(In millions)

	Parent Guarantor			Issuer			Subsidiary Non-Guarantor		Eliminations			Total
Sales	$	1,215.4		—			$	2,002.5	$	(363.5	)	$	2,854.4
Operating expenses:
Cost of goods sold	1,057.8			—			1,792.5		(363.5		)	2,486.8
Selling and administration	110.0			—			76.3		—			186.3
Restructuring charges	0.7			—			2.0		—			2.7
Acquisition-related costs	117.9			—			5.5		—			123.4
Other operating (loss) income	(4.0		)	—			49.7		—			45.7
Operating (loss) income	(75.0		)	—			175.9		—			100.9
Earnings of non-consolidated affiliates	1.7			—			—		—			1.7
Equity income (loss) in subsidiaries	90.2			19.7			—		(109.9		)	—
Interest expense	60.9			37.0			4.5		(5.4		)	97.0
Interest income	3.1			—			3.4		(5.4		)	1.1
Income (loss) before taxes	(40.9		)	(17.3		)	174.8		(109.9		)	6.7
Income tax (benefit) provision	(39.5		)	(12.7		)	60.3		—			8.1
Net (loss) income	$	(1.4	)	$	(4.6	)	$	114.5	$	(109.9	)	$	(1.4	)



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended December 31, 2014
(In millions)

	Parent Guarantor		Issuer	Subsidiary Non-Guarantor		Eliminations			Total
Sales	$	1,373.2	—	1,285.5		$	(417.5	)	$	2,241.2
Operating expenses:				—
Cost of goods sold	1,148.1		—	1,122.6		(417.5		)	1,853.2
Selling and administration	90.7		—	75.4		—			166.1
Restructuring charges	4.8		—	10.9		—			15.7
Acquisition-related costs	4.2		—	—		—			4.2
Other operating income	0.9		—	0.6		—			1.5
Operating income	126.3		—	77.2		—			203.5
Earnings of non-consolidated affiliates	1.7		—	—		—			1.7
Equity income (loss) in subsidiaries	48.8		—	—		(48.8		)	—
Interest expense	47.0		—	1.3		(4.5		)	43.8
Interest income	2.5		—	3.3		(4.5		)	1.3
Income (loss) from continuing operations before taxes	132.3		—	79.2		(48.8		)	162.7
Income tax provision	27.3		—	30.4		—			57.7
Income (loss) from continuing operations	105.0		—	48.8		(48.8		)	105.0
Income from discontinued operations, net	$	0.7	—	$	—	$	—		$	0.7
Net income (loss)	$	105.7	—	$	48.8	$	(48.8	)	$	105.7



CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year Ended December 31, 2016
(In millions)

	Parent Guarantor			Issuer		Subsidiary Non-Guarantor			Eliminations			Total
Net (loss) income	$	(3.9	)	$	42.7	$	112.5		$	(155.2	)	$	(3.9	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net	—			—		(12.0		)	—			(12.0		)
Unrealized gains on derivative contracts, net	19.7			—		—			—			19.7
Pension and postretirement liability adjustments, net	(25.3		)	—		(12.2		)	—			(37.5		)
Amortization of prior service costs and actuarial losses, net	10.9			—		1.4			—			12.3
Total other comprehensive income (loss), net of tax	5.3			—		(22.8		)	—			(17.5		)
Comprehensive income (loss)	$	1.4		$	42.7	$	89.7		$	(155.2	)	$	(21.4	)



CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year Ended December 31, 2015
(In millions)

	Parent Guarantor			Issuer			Subsidiary Non-Guarantor			Eliminations			Total
Net (loss) income	$	(1.4	)	(4.6		)	$	114.5		$	(109.9	)	$	(1.4	)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments, net	—			—			(9.8		)	—			(9.8		)
Unrealized losses on derivative contracts, net	(2.7		)	—			—			—			(2.7		)
Pension and postretirement liability adjustments, net	(73.7		)	—			(5.1		)	—			(78.8		)
Amortization of prior service costs and actuarial losses, net	39.6			—			2.3			—			41.9
Total other comprehensive (loss) income, net of tax	(36.8		)	—			(12.6		)	—			(49.4		)
Comprehensive (loss) income	$	(38.2	)	$	(4.6	)	$	101.9		$	(109.9	)	$	(50.8	)



CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year Ended December 31, 2014
(In millions)

	Parent Guarantor			Issuer		Subsidiary Non-Guarantor			Eliminations			Total
Net income (loss)	105.7			—		48.8			(48.8		)	105.7
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments, net	—			—		(1.8		)	—			(1.8		)
Unrealized losses on derivative contracts, net	(5.1		)	—		—			—			(5.1		)
Pension and postretirement liability adjustments, net	(83.4		)	—		(3.2		)	—			(86.6		)
Amortization of prior service costs and actuarial losses, net	14.1			—		1.4			—			15.5
Total other comprehensive (loss) income, net of tax	(74.4		)	—		(3.6		)	—			(78.0		)
Comprehensive income (loss)	$	31.3		$	—	$	45.2		$	(48.8	)	$	27.7



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended December 31, 2016
(In millions)

	Parent Guarantor			Issuer		Subsidiary Non-Guarantor			Eliminations	Total
Net operating activities	$	702.6		—		$	(99.4	)	—	$	603.2
Investing Activities
Capital expenditures	(65.7		)	—		(212.3		)	—	(278.0		)
Business acquired and related transactions, net of cash acquired	(69.5		)	—		—			—	(69.5		)
Payments under long-term supply contract	—			—		(175.7		)	—	(175.7		)
Proceeds from sale/leaseback of equipment	—			—		40.4			—	40.4
Proceeds from disposition of property, plant and equipment	0.2			—		0.3			—	0.5
Proceeds from disposition of investments in non-consolidated equity affiliate	8.8			—		—			—	8.8
Net investing activities	(126.2		)	—		(347.3		)	—	(473.5		)
Financing Activities
Long-term debt:
Borrowings	—			—		230.0			—	230.0
Repayments	(335.6		)	(67.5	)	(32.2		)	—	(435.3		)
Stock options exercised	0.5			—		—			—	0.5
Excess tax benefits from stock-based compensation	0.4			—		—			—	0.4
Dividends paid	(132.1		)	—		—			—	(132.1		)
Debt and equity issuance costs	—			(1.0	)	—			—	(1.0		)
Intercompany financing activities	(203.8		)	68.5		135.3			—	—
Net financing activities	(670.6		)	—		333.1			—	(337.5		)
Effect of exchange rate changes on cash and cash equivalents	—			—		0.3			—	0.3
Net decrease in cash and cash equivalents	(94.2		)	—		(113.3		)	—	(207.5		)
Cash and cash equivalents, beginning of year	119.4			—		272.6			—	392.0
Cash and cash equivalents, end of year	$	25.2		—		$	159.3		—	$	184.5



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended December 31, 2015
(In millions)

	Parent Guarantor			Issuer		Subsidiary Non-Guarantor			Eliminations	Total
Net operating activities	$	(70.6	)	—		$	287.7		—	$	217.1
Investing Activities
Capital expenditures	(74.0		)	—		(56.9		)	—	(130.9		)
Business acquired and related transactions, net of cash acquired	(408.1		)	—		—			—	(408.1		)
Proceeds from disposition of property, plant and equipment	1.7			—		24.5			—	26.2
Proceeds from disposition of investments in non-consolidated equity affiliate	8.8			—		—			—	8.8
Net investing activities	(471.6		)	—		(32.4		)	—	(504.0		)
Financing Activities
Long-term debt:
Borrowings	1,275.0			—		—			—	1,275.0
Repayments	(149.5		)	—		(581.2		)	—	(730.7		)
Stock options exercised	2.2			—		—			—	2.2
Excess tax benefits from stock-based compensation	0.4			—		—			—	0.4
Dividends paid	(79.5		)	—		—			—	(79.5		)
Debt and equity issuance costs	(35.2		)	(10.0	)	—			—	(45.2		)
Intercompany financing activities	(591.2		)	10.0		581.2				—
Net financing activities	422.2			—		—			—	422.2
Effect of exchange rate changes on cash and cash equivalents	—			—		(0.1		)	—	(0.1		)
Net (decrease) increase in cash and cash equivalents	(120.0		)	—		255.2			—	135.2
Cash and cash equivalents, beginning of year	239.4			—		17.4			—	256.8
Cash and cash equivalents, end of year	$	119.4		—		$	272.6		—	$	392.0



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended December 31, 2014
(In millions)

	Parent Guarantor			Issuer	Subsidiary Non-Guarantor			Eliminations	Total
Net operating activities	$	134.7		—	$	24.5		—	$	159.2
Investing Activities
Capital expenditures	(51.3		)	—	(20.5		)	—	(71.8		)
Proceeds from disposition of property, plant and equipment	3.5			—	2.1			—	5.6
Restricted cash activity, net	4.2			—	—			—	4.2
Other investing activities	—			—	0.3			—	0.3
Net investing activities	(43.6		)	—	(18.1		)	—	(61.7		)
Financing Activities
Long-term debt:
Borrowings	150.0			—	—			—	150.0
Repayments	(150.2		)	—	(12.2		)	—	(162.4		)
Earn out payment - SunBelt	—			—	(14.8		)	—	(14.8		)
Common stock repurchased and retired	(64.8		)	—	—			—	(64.8		)
Stock options exercised	6.6			—	—			—	6.6
Excess tax benefits from stock-based compensation	1.1			—	—			—	1.1
Dividends paid	(63.0		)	—	—			—	(63.0		)
Debt and equity issuance costs	(1.2		)	—	—			—	(1.2		)
Intercompany financing activities	(27.0		)		27.0				—
Net financing activities	(148.5		)	—	—			—	(148.5		)
Net (decrease) increase in cash and cash equivalents	(57.4		)	—	6.4			—	(51.0		)
Cash and cash equivalents, beginning of year	296.8			—	11.0			—	307.8
Cash and cash equivalents, end of year	$	239.4		—	$	17.4		—	$	256.8