Olin
Annual Report 2015

Plain-text annual report

OLIN CORP FORM 10-K (Annual Report) Filed 03/01/16 for the Period Ending 12/31/15 Address OLIN CORP 190 CARONDELET PLAZA SUITE 1530 CLAYTON, MO 63105 3144801400 0000074303 Telephone CIK Symbol OLN SIC Code 2800 - Chemicals & Allied Products Industry Commodity Chemicals Sector Fiscal Year Basic Materials 12/31 http://www.edgar-online.com © Copyright 2016, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-K (Mark One)xxANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015OR¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1070OLIN CORPORATION(Exact name of registrant as specified in its charter)Virginia13-1872319(State or other jurisdiction ofincorporation or organization)(I.R.S. Employer Identification No.)190 Carondelet Plaza, Suite 1530, Clayton, MO(Address of principal executive offices)63105(Zip code)Registrant’s telephone number, including area code: (314) 480-1400Securities registered pursuant to Section 12(b) of the Act:Title of each className of each exchange on which registeredCommon Stock,par value $1 per shareNew York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No xIndicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes x No ¨Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles). Yes x No ¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. xIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of“large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer x Accelerated Filer ¨ Non-accelerated Filer ¨ Smaller Reporting Company ¨Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ¨ No xAs of June 30, 2015 , the aggregate market value of registrant’s common stock, par value $1 per share, held by non-affiliates of registrant was approximately$2,060,950,212 based on the closing sale price as reported on the New York Stock Exchange.As of January 29, 2016 , 165,113,906 shares of the registrant’s common stock were outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the following document are incorporated by reference in this Form 10-Kas indicated herein:DocumentPart of 10-K into which incorporatedProxy Statement relating to Olin’s Annual Meeting of Shareholdersto be held in 2016Part III1PART IItem 1. BUSINESSGENERALOlin Corporation (Olin) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO. On October 5, 2015 (theClosing Date), we acquired from The Dow Chemical Company (TDCC) its U.S. Chlor Alkali and Vinyl, Global Chlorinated Organics and Global Epoxybusinesses (collectively, the Acquired Business) using a Reverse Morris Trust Structure (collectively, the Acquisition). The Acquired Business’s operating resultsare included in the accompanying financial statements since the Closing Date of the Acquisition. For segment reporting purposes, the Acquired Business’s GlobalEpoxy operating results comprise the newly created Epoxy segment and U.S. Chlor Alkali and Vinyl and Global Chlorinated Organics (Acquired Chlor AlkaliBusiness) operating results combined with our former Chlor Alkali Products and Chemical Distribution segments to comprise the newly created Chlor AlkaliProducts and Vinyls segment.We are a manufacturer concentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. The Chlor Alkali Products andVinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride,chloroform, carbon tetrachloride, perchloroethylene, trichloroethylene and vinylidene chloride, hydrochloric acid, hydrogen, bleach products and potassiumhydroxide, which represent 54% of fourth quarter 2015 sales. The Epoxy segment produces and sells a full range of epoxy materials, including allyl chloride,epichlorohydrin, liquid epoxy resins and downstream products such as converted epoxy resins and additives, which represent 34% of fourth quarter 2015 sales. TheWinchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges,which represent 12% of fourth quarter 2015 sales. See our discussion of our segment disclosures contained in Item 7—“Management’s Discussion and Analysis ofFinancial Condition and Results of Operations.”GOVERNANCEWe maintain an Internet website at www.olin.com . Our reports on Form 10-K, Form 10-Q and Form 8-K, as well as amendments to those reports, areavailable free of charge on our website, as soon as reasonably practicable after we file the reports with the Securities and Exchange Commission(SEC). Additionally, a copy of our SEC filings can be accessed from the SEC at their Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or bycalling that office of the SEC at 1-800-SEC-0330. Also, a copy of our electronically filed materials can be obtained at www.sec.gov . Our Principles of CorporateGovernance, Committee Charters and Code of Conduct are available on our website at www.olin.com in the Governance Section under Governance Documentsand Committees.In May 2015 , our Chief Executive Officer executed the annual Section 303A.12(a) CEO Certification required by the New York Stock Exchange (NYSE),certifying that he was not aware of any violation of the NYSE’s corporate governance listing standards by us. Additionally, our Chief Executive Officer and ChiefFinancial Officer executed the required Sarbanes-Oxley Act of 2002 (SOX) Sections 302 and 906 certifications relating to this Annual Report on Form 10-K,which are filed with the SEC as exhibits to this Annual Report on Form 10-K.PRODUCTS, SERVICES AND STRATEGIESChlor Alkali Products and VinylsProducts and ServicesWe have been involved in the chlor alkali industry for more than 120 years and are a major participant in the global chlor alkali industry. Chlorine, causticsoda and hydrogen are co-produced commercially by the electrolysis of salt. These co-produced products are produced simultaneously, and in a fixed ratio of 1.0ton of chlorine to 1.1 tons of caustic soda and 0.03 tons of hydrogen. The industry refers to this as an Electrochemical Unit or ECU. With the addition of theAcquired Business to Olin, we now have the largest global chlor alkali capacity, according to data from IHS, Inc. (IHS), with a demonstrated capacity of 6.2million ECUs for 2015. IHS is a global information consulting company established in 1959 that provides information to a variety of industries.2Chlorine is used as a raw material in the production of thousands of products, including vinyls, urethanes, epoxy, water treatment chemicals and a variety ofother organic and inorganic chemicals. A significant portion of chlorine production is consumed in the manufacture of ethylene dichloride (EDC) and vinylchloride monomer (VCM), both of which Chlor Alkali Products and Vinyls produces. A large portion of our EDC production is utilized in the production of VCM,but we are also one of the largest global participants in merchant EDC sales. EDC and VCM are precursors for polyvinyl chloride, or PVC. PVC is a plastic used inapplications such as vinyl siding, pipe, pipe fittings and automotive parts.We also manufacture and sell other chlor alkali-related products, which we refer to as co-products. The production of chlorinated organics, epoxy products,hydrochloric acid, sodium hypochlorite (bleach), and potassium hyrdroxide also consume chlorine as a raw material creating downstream applications for theupgrading of chlorine and the enablement of caustic soda production. As industry leaders in chlorinated organics and epoxy, the addition of the Acquired Businesscreates integrated outlets for our captive chlorine. With the addition of the Acquired Business, we have increased the diversification of our high value outlets forchlorine from three to nineteen.Our Chlor Alkali Products and Vinyls segment is also one of the largest global marketers of caustic soda, including caustic soda produced by TDCC inBrazil. The off-take arrangement with TDCC in Brazil entitles the Chlor Alkali Products and Vinyls segment the right to market and sell the caustic soda producedat TDCC’s Aratu, Brazil site throughout Latin America. The diversity of caustic sourcing allows us to cost effectively supply customers worldwide. Caustic sodahas a wide variety of end-use applications, the largest of which include water treatment, alumina, pulp and paper, urethanes, detergents and soaps and a variety ofother organic and inorganic chemicals.Our Chlor Alkali Products and Vinyls segment also includes the acquired chlorinated organics business which is the largest global producer of chlorinatedorganic products that include chloromethanes (methyl chloride, methylene chloride, chloroform and carbon tetrachloride) and chloroethenes (perchloroethylene,trichloroethylene, and vinylidene chloride). Chlorinated organics participates in both the solvent segment, as well as the intermediate segment of the globalchlorocarbon industry with a focus on sustainable applications and in applications where we can benefit from our cost advantages. Intermediate products are usedas feedstocks in the production of fluoropolymers, fluorocarbon refrigerants and blowing agents, silicones, cellulosics and agricultural chemicals. Solvent productsare sold into end uses such as surface preparation, dry cleaning, pharmaceuticals and regeneration of refining catalysts. This business’s unique technology allows usto utilize both hydrochloric acid and chlorinated hydrocarbon byproducts (RCl), produced by our other production processes, as raw materials in an integratedsystem. These manufacturing facilities also consume chlorine, which generates caustic soda production and sales.The Chlor Alkali Products and Vinyls segment’s products are delivered by marine vessel, deep-water and coastal barge, railcar and truck. Our chemicaldistribution infrastructure provides us with geographically advantaged storage capacity and provides us with a private fleet of trucks, tankers and trailers thatexpands our geographic coverage. At our largest integrated product sites, our deep-water access enables us to reach global markets.Our Chlor Alkali Products and Vinyls segment maintains strong relationships with TDCC as both a customer and supplier. These relationships aremaintained through long-term cost based contracts that provide us with a reliable supply of key raw materials and predictable and consistent demand for our enduse products. Key products sold to TDCC include chlorine, cell effluent, global chlorinated organics and VCM and key raw materials received from TDCC includeethylene. Ethylene is supplied for the vinyl business under a long-term supply arrangement with TDCC whereby we receive ethylene at integrated producereconomics.Electricity, salt and ethylene are the major purchased raw materials for our Chlor Alkali Products and Vinyls segment. Electricity is the single largest rawmaterial component in the production of chlor alkali vinyl products. Approximately 85% of our electricity is generated from natural gas or hydroelectricsources. Approximately 80% of our salt requirements are met by internal supply. The high volume nature of this industry places an emphasis on cost managementand we believe that our scale, integration and raw material positions make us one of the low cost producers in the industry.3The following table lists products and services of our Chlor Alkali Products and Vinyls segment, with principal products on the basis of annual saleshighlighted in bold face.Products & Services Major End Uses Plants & Facilities Major Raw Materials &Components forProducts/ServicesChlorine/caustic soda Pulp & paper processing, chemical manufacturing, waterpurification, manufacture of vinyl chloride, bleach, swimmingpool chemicals and urethane chemicals Becancour, CanadaCharleston, TNFreeport, TXHenderson, NVMcIntosh, ALNiagara Falls, NYPlaquemine, LASt. Gabriel, LA salt, electricity Ethylene dichloride/vinyl chloride monomer Precursor to polyvinyl chloride used in vinyl siding, plumbingand automotive parts Freeport, TXPlaquemine, LA chlorine, ethylene Chlorinated organicsintermediates Used as feedstocks in the production of fluoropolymers,fluorocarbon refrigerants and blowing agents, silicones,cellulosics and agricultural chemicals Freeport, TXPlaquemine, LAStade, Germany chlorine, ethylene dichloride,hydrochloric acid, methanol, RCls Chlorinated organicssolvents Surface preparation, dry cleaning, pharmaceuticals andregeneration of refining catalysts Freeport, TXPlaquemine, LAStade, Germany chlorine, ethylene dichloride,hydrochloric acid, RCls Sodium hypochlorite(bleach) Household cleaners, laundry bleaching, swimming poolsanitizers, semiconductors, water treatment, textiles, pulp &paper and food processing Augusta, GABecancour, CanadaCharleston, TNHenderson, NV*Lemont, ILMcIntosh, AL*Niagara Falls, NY*Santa Fe Springs, CATracy, CA caustic soda, chlorine Hydrochloric acid Steel, oil & gas, plastics, organic chemical synthesis, water &wastewater treatment, brine treatment, artificial sweeteners,pharmaceuticals, food processing and ore & mineralprocessing Becancour, CanadaCharleston, TNHenderson, NVMcIntosh, ALNiagara Falls, NY chlorine, hydrogen Potassium hydroxide Fertilizer manufacturing, soaps, detergents & cleaners, batterymanufacturing, food processing chemicals and deicers Charleston, TN electricity, potassium chloride Hydrogen Fuel source, hydrogen peroxide and hydrochloric acid Becancour, CanadaCharleston, TNFreeport, TXHenderson, NVMcIntosh, ALNiagara Falls, NYPlaquemine, LASt. Gabriel, LA electricity, salt* Includes low salt, high strength bleach manufacturing.4StrategiesStrengthen Our Role as Preferred Supplier in North America. Take maximum advantage of our world-scale integrated facilities on the Gulf Coast, ourgeographically-advantaged plants across North America and our extensive distribution network to provide a reliable and preferred supply position to our NorthAmerican customers.Capitalize on Our Low Cost Position. Our advantaged cost position is derived from shale gas, scale, integration, and deep-water ports. We expect tomaximize our low cost position to export caustic soda, chlorinated organics and EDC to customers worldwide.Optimize the Breadth of Products and Pursue Incremental Expansion Opportunities. Fully utilize the portfolio of co-products and integrated derivatives tocontinually upgrade chlorine and caustic soda to the highest value applications and provide expansion opportunities.EpoxyProducts and ServicesWith the addition of the Acquired Business, we acquired TDCC’s Global Epoxy business. The Epoxy business was one of the first major manufacturers ofepoxy products, and has continued to build on a half a century of history through product innovation and technical excellence. According to data from IHS, theEpoxy segment is one of the largest fully integrated global producers of epoxy resins, curing agents and intermediates. The Epoxy segment has a favorablemanufacturing cost position which is driven by a combination of scale and integration into low cost feedstocks (including chlorine, caustic soda, allylics andaromatics). The Epoxy segment produces and sells a full range of epoxy materials, including upstream products such as allyl chloride (Allyl) and epichlorohydrin(EPI), midstream products such as liquid epoxy resins (LER), and downstream products such as converted epoxy resins (CER) and additives.The Epoxy segment serves a diverse array of applications, including wind energy, electrical laminates, marine coatings, consumer goods and composites, aswell as numerous applications in civil engineering and protective coating. The Epoxy segment has important relationships with established customers, some ofwhich span decades. Geographically, the Epoxy segment’s primary markets are North America and Western Europe. The segment’s product is delivered primarilyby marine vessel, deep-water and coastal barge, railcar and truck.Allyl has use, not only as a feedstock in the production of EPI, but also as a chemical intermediate in multiple industries and applications, including waterpurification chemicals. EPI is primarily produced as a feedstock for use in the business’s epoxy resins, and also sold to epoxy producers globally who produce theirown resins for end use segments such as coatings and adhesives. LER is manufactured in liquid form and cures with the addition of a hardener into a thermosetsolid material offering a distinct combination of strength, adhesion and chemical resistance that is well-suited to coatings and composites applications. While LERis sold externally, a large share of LER production is further converted into CER where value-added modifications produce higher margin customer-specific resins.Our Epoxy segment maintains strong relationships with TDCC as both a customer and supplier. These relationships are maintained through long-term costbased contracts that provide us with a reliable supply of key raw materials. Key products sold to TDCC include aromatics and key raw materials received fromTDCC include propylene and benzene.The Epoxy segment’s production economics benefit from its integration into chlor alkali and aromatics which are key inputs in epoxy production. This fullyintegrated structure provides both access to low cost materials and significant operational flexibility. The Epoxy segment operates an integrated aromaticsproduction chain producing cumene, phenol, acetone and bisphenol (BisA) for internal consumption and sale. The Epoxy segment’s consumption of chlorineallows the Chlor Alkali Products and Vinyls segment to generate caustic soda production and sales. Chlorine used in our Epoxy segment is transferred at cost fromthe Chlor Alkali Products and Vinyls segment.5The following table lists products and services of our Epoxy segment, with principal products on the basis of annual sales highlighted in bold face.Products & Services Major End Uses Plants & Facilities Major Raw Materials &Components forProducts/ServicesAllylics (allyl chloride &epichlorohydrin) Manufacturers of polymers, resins and otherplastic materials, water purification, andpesticides Freeport, TXStade, Germany chlor alkali, propylene Liquid epoxy resin Adhesives, paint and coatings, compositesand flooring Freeport, TXGuaruja, BrazilStade, Germany acetone, benzene, bisphenol, chloralkali, cumene, phenol Converted epoxy resins Electrical laminates, paint and coatings,wind blades, electronics and construction Baltringen, GermanyFreeport, TXGuaruja, BrazilGumi, South KoreaPisticci, ItalyRheinmunster, GermanyRoberta, GAStade, GermanyZhangjigang, China acetone, benzene, bisphenol, chloralkali, cumene, phenolStrategiesOptimize Existing Cost Position. The Epoxy segment continues to drive productivity cost improvements through the entire supply chain, enhancingreliability and delivering yield improvements. With its advantaged cost position, the business will continue its focus to sell products through improved margindiscipline and optimization of our integrated aromatics capabilities.Continued Focus on Product Innovation. With a long history of leading technology and quality, the Epoxy segment is a leading global innovator. Innovationcapture in resins and systems improvements, combined with process, geographic and asset mix, provide the road map to improving the profitability of the Epoxyportfolio.Take Maximum Advantage of Our Geographical Presence. Operating nine strategically-located sites on four continents with reliable production and deliveryof product enables the business to increase market share in strategic international markets and expand into attractive new emerging markets.6WinchesterProducts and ServicesIn 2016, Winchester is celebrating its 150 th year of operation and its 86 th year as part of Olin. Winchester is a premier developer and manufacturer of smallcaliber ammunition for sale to domestic and international retailers (commercial customers), law enforcement agencies and domestic and internationalmilitaries. We believe we are a leading U.S. producer of ammunition for recreational shooters, hunters, law enforcement agencies and the U.S. Armed Forces.In February 2016, Winchester was awarded a five-year contract for .38 caliber, .45 caliber and 9mm ammunition to be used by the U.S. Army. The contracthas the potential to generate approximately $75 million of sales over the five-year contract.In January 2016, Winchester was awarded a five-year contract for 5.56mm, 7.62mm and .50 caliber ammunition to be used by the U.S. Army. The contracthas the potential to generate approximately $300 million of sales over the five-year contract.In March 2015, Winchester was awarded a five-year contract for 5.56mm frangible ammunition to be used for training by the U.S. Navy and U.S. MarineCorp. The contract has the potential to generate approximately $45 million of sales over the five-year contract.In September 2014, Winchester was awarded a five-year contract to produce training ammunition for the U.S. Department of Homeland Security. Thecontract has the potential to generate $50 million of sales over the five-year contract.In 2015, Winchester was recognized with the Strategic Partnership award by Cabela’s Incorporated (Cabela’s), one of the country’s largest retailers ofhunting, fishing and outdoor gear. The Strategic Partnership award is given to partners who demonstrate superior performance metrics and overall contribution tothe company. In April 2014, Winchester was recognized with the exclusive Overall Vendor of the Year award by Cabela’s. The Overall Vendor of the Year isCabela’s highest merchandising vendor award across all categories and departments. Winchester was chosen from more than 3,500 merchandise suppliers forsuperior performance, partnership and overall contribution to the retailer.In October 2014 and 2013, Winchester was recognized by the National Association of Sporting Goods Wholesalers (NASGW) with the group’s Excellencein Ammunition Manufacturing award. The NASGW presents the award to manufacturers who best demonstrate outstanding value and service to NASGWdistributor members. Our legendary Winchester ® product line includes all major gauges and calibers of shotgun shells, rimfire and centerfire ammunition for pistols and rifles,reloading components and industrial cartridges. We believe we are the leading U.S. supplier of small caliber commercial ammunition. Winchester has strong relationships throughout the sales and distribution chain and strong ties to traditional dealers and distributors. Winchester has alsobuilt its business with key high-volume mass merchants and specialty sporting goods retailers. Winchester has consistently developed industry-leadingammunition, which is recognized in the industry for manufacturing excellence, design innovation and consumer value. Winchester’s new ammunition productscontinue to receive awards from major industry publications, with recent awards including: Predator Xtreme magazine’s “2015 Readers’ Choice Gold” award;American Rifleman magazine’s Golden Bullseye Award as “Ammunition Product of the Year” in 2015 and 2014; Field & Stream magazine’s “Best of the Best”award in 2014 and 2013; Petersen's Hunting magazine’s 2014 “Editor’s Choice” award; Guns & Ammo magazine’s “2014 Ammunition of the Year” award; andShooting Illustrated magazine’s “Ammunition Product of the Year” in 2014.Winchester purchases raw materials such as copper-based strip and ammunition cartridge case cups and lead from vendors based on a conversion charge orpremium. These conversion charges or premiums are in addition to the market prices for metal as posted on exchanges such as the Commodity Exchange, orCOMEX, and London Metals Exchange, or LME. Winchester’s other main raw material is propellant, which is purchased predominantly from one of the U.S.’slargest propellant suppliers.7The following table lists products and services of our Winchester segment, with principal products on the basis of annual sales highlighted in bold face.Products & Services Major End Uses Plants & Facilities Major Raw Materials &Components forProducts/ServicesWinchester® sportingammunition (shotshells, smallcaliber centerfire & rimfireammunition) Hunters & recreational shooters, law enforcement agencies East Alton, ILGeelong, AustraliaOxford, MS brass, lead, steel, plastic,propellant, explosives Small caliber military ammunition Infantry and mounted weapons East Alton, ILOxford, MS brass, lead, propellant, explosives Industrial products (8 gauge loads& powder-actuated tool loads) Maintenance applications in power &concrete industries, powder-actuated tools in constructionindustry East Alton, ILGeelong, AustraliaOxford, MS brass, lead, plastic, propellant,explosivesOn November 3, 2010, we announced that we had made the decision to relocate the Winchester centerfire pistol and rifle ammunition manufacturingoperations from East Alton, IL to Oxford, MS. In October 2011, we opened the new centerfire pistol and rifle production facility in Oxford, MS and, during 2013,we completed the relocation of the centerfire pistol manufacturing equipment. During 2014, the centerfire rifle manufacturing equipment was in the process ofbeing relocated, and by December 1, 2014, all commercial centerfire rifle ammunition was manufactured in Oxford, MS. During 2015 , all of Winchester’scommercial centerfire pistol and rifle ammunition were manufactured in Oxford, MS. The annual savings from the Oxford relocation project reached $35 millionin 2015. During the first half of 2016, the final rifle ammunition production equipment relocation will be completed, and it is expected that the annual cost savingsfor the project could reach $40 million. Once completed, Winchester expects to have the most modern centerfire ammunition production facility in North America.StrategiesMaximize Existing Strengths. Winchester plans to seek new opportunities to fully utilize the legendary Winchester brand name and will continue to offer afull line of ammunition products to the markets we serve, with specific focus on investments that make Winchester ammunition the retail brand of choice.Focus on Product Line Growth. With a long record of pioneering new product offerings, Winchester has built a strong reputation as an industryinnovator. This includes the introduction of reduced-lead and non-lead products, which are growing in popularity for use in indoor shooting ranges and for outdoorhunting.Cost Reduction Strategy. Winchester plans to continue to focus on strategies that will lower our costs, including the ongoing relocation of our centerfirepistol and rifle ammunition manufacturing operations from East Alton, IL to Oxford, MS.INTERNATIONAL OPERATIONSWith the addition of the Acquired Business our international presence increased, including the geographic regions of Europe, Asia Pacific and LatinAmerica. Approximately 39% of Olin’s fourth quarter sales, including 23% of our Chlor Alkali Products and Vinyls fourth quarter segment sales, 75% of ourEpoxy fourth quarter segment sales and 10% of our Winchester fourth quarter segment sales, were generated outside of the U.S. See the Note “SegmentInformation” of the notes to consolidated financial statements contained in Item 8, for geographic segment data. We are incorporating our segment informationfrom that Note into this section of our Form 10-K.8CUSTOMERS AND DISTRIBUTIONDuring 2015 , no single customer accounted for more than 8% of sales. Sales to all U.S. Government agencies and sales under U.S. Government contractingactivities in total accounted for approximately 3% of sales in 2015 . Products we sell to industrial or commercial users or distributors for use in the production ofother products constitute a major part of our total sales. We sell some of our products, such as epoxy resins, caustic soda and sporting ammunition, to a largenumber of users or distributors, while we sell others, such as chlorine and chlorinated organics in substantial quantities to a relatively small number of industrialusers. With the addition of the Acquired Business, we entered into or have significant relationships with a few customers including TDCC, who was our largestcustomer by revenue in 2015. We expect this relationships to continue to be significant to Olin in the future and to represent more than 10% of our annual sales inthe future. We discuss the customers for each of our three business segments in more detail above under “Products and Services.”We market most of our products and services primarily through our sales force and sell directly to various industrial customers, mass merchants, retailers,wholesalers, other distributors and the U.S. Government and its prime contractors.Because we engage in some government contracting activities and make sales to the U.S. Government, we are subject to extensive and complex U.S.Government procurement laws and regulations. These laws and regulations provide for ongoing government audits and reviews of contract procurement,performance and administration. Failure to comply, even inadvertently, with these laws and regulations and with laws governing the export of munitions and othercontrolled products and commodities could subject us or one or more of our businesses to civil and criminal penalties, and under certain circumstances, suspensionand debarment from future government contracts and the exporting of products for a specified period of time.BACKLOGThe total amount of contracted backlog was approximately $312.5 million and $289.0 million as of January 31, 2016 and 2015 , respectively. The backlogorders are in our Winchester business. Beginning in November 2012, consumer purchases of ammunition surged significantly above historical demand levels. Thesurge in demand was across all of Winchester’s commercial product offerings. Beginning in the third quarter of 2014, Winchester began to experience a decline incommercial demand from the 2013 level. However, for 2015 and the second half of 2014 commercial demand remained stronger than 2011 levels. The increaseabove historical levels of commercial demand can be illustrated by the increase in Winchester’s commercial backlog, which was $230.5 million and $192.4 millionat January 31, 2016 and 2015 , respectively, compared to $29.4 million at December 31, 2011 and $37.6 million at January 31, 2012. The orders included in thecommercial backlog may be canceled by the customer. Backlog is comprised of all open customer orders not yet shipped. Approximately 88% of contractedbacklog as of January 31, 2016 is expected to be filled during 2016 .COMPETITIONWe are in active competition with businesses producing or distributing the same or similar products, as well as, in some instances, with businessesproducing or distributing different products designed for the same uses.Chlor alkali manufacturers in North America, with approximately 18 million tons of chlorine and 19 million tons of caustic soda capacity, account forapproximately 18% of worldwide chlor alkali production capacity. With the addition of the Acquired Business, according to IHS, we now have the largest chloralkali capacity in North America and globally. While the technologies to manufacture and transport chlorine and caustic soda are widely available, the productionfacilities require large capital investments, and are subject to significant regulatory and permitting requirements. Approximately 75% of the total North Americanchlor alkali capacity is located in the U.S. Gulf Coast region. There is a worldwide market for caustic soda, which attracts imports and allows exports depending onmarket conditions. Other large chlor alkali producers in North America include The Occidental Petroleum Corporation (Oxy) and Axiall Corporation (Axiall). We are also a leading integrated global producer of chlorinated organic products with a strong cost position due to our scale and access to chlor alkalifeedstocks. This industry includes large diversified producers such as Oxy, Axiall and Solvay S.A., as well as multiple producers located in China.We are a fully integrated major epoxy producer in the world, with access to key low cost feedstocks and cost a advantaged infrastructure. The markets inwhich our Epoxy segment operates are highly competitive and are dependent on significant capital investment, the development of proprietary technology andmaintenance of product research and development. Among our competitors are Huntsman Corporation and Hexion, Inc.9We are among the largest manufacturers in the U.S. of commercial small caliber ammunition based on independent market research sponsored by theNational Shooting Sports Foundation (NSSF). Formed in 1961, NSSF has a membership of more than 8,000 manufacturers, distributors, firearms retailers,shooting ranges, sportsman’s organizations and publishers. According to NSSF, our Winchester business, Vista Outdoor Inc. (Vista), and Remington OutdoorCompany, Inc. (Remington) are the three largest commercial ammunition manufacturers in the U.S. The ammunition industry is highly competitive with us, Vista,Remington, numerous smaller domestic manufacturers and foreign producers competing for sales to the commercial ammunition customers. Many factorsinfluence our ability to compete successfully, including price, delivery, service, performance, product innovation and product recognition and quality, depending onthe product involved.EMPLOYEESAs of December 31, 2015 , we had approximately 6,200 employees, with 5,200 working in the U.S. and 1,000 working in foreign countries. Various laborunions represent a majority of our hourly-paid employees for collective bargaining purposes.The following labor contract is scheduled to expire in 2016 :Location Number of Employees Expiration DateEast Alton (Winchester) 676 December 2016While we believe our relations with our employees and their various representatives are generally satisfactory, we cannot assure that we can conclude thislabor contract or any other labor agreements without work stoppages and cannot assure that any work stoppages will not have a material adverse effect on ourbusiness, financial condition or results of operations.RESEARCH ACTIVITIES; PATENTSOur research activities are conducted on a product-group basis at a number of facilities. Company-sponsored research expenditures were $4.9 million in2015 , $4.1 million in 2014 and $2.5 million in 2013 .We own or license a number of patents, patent applications and trade secrets covering our products and processes. We believe that, in the aggregate, therights under our patents and licenses are important to our operations, but we do not consider any individual patent or license or group of patents and licenses relatedto a specific process or product to be of material importance to our total business.SEASONALITYOur sales are affected by the cyclicality of the economy and the seasonality of several industries we serve, including building and construction, coatings,infrastructure, electronics, automotive, bleach, refrigerants and ammunition. The seasonality of the ammunition business is typically driven by the fall huntingseason. The chlor alkali industry is cyclical, both as a result of changes in demand for each of the co-produced products and as a result of the large increments inwhich new capacity is added and removed. Because chlorine and caustic soda are produced in a fixed ratio, the supply of one product can be constrained both bythe physical capacity of the production facilities and/or by the ability to sell the co-produced product. Prices for both products respond rapidly to changes in supplyand demand. The cyclicality of the chlor alkali industry has further impacts on downstream products. In general, our chlor alkali businesses experience their highestlevel of activity during the spring and summer months, particularly when construction, refrigerants, coatings and infrastructure activity is higher. With the additionof the Acquired Business, we have significantly increased the diversification of our chlorine outlets allowing us to better manage the cyclical nature of the industry.RAW MATERIALS AND ENERGYBasic raw materials are processed through an integrated manufacturing process to produce a number of products that are sold at various points throughoutthe process. We purchase a portion of our raw material requirements and also utilize internal resources, co-products and finished goods as raw materials fordownstream products. We believe we have reliable sources of supply for our raw materials under normal market conditions. However, we cannot predict thelikelihood or impact of any future raw material shortages.The principal basic raw materials for our production of Chlor Alkali Products and Vinyls’ products are electricity, salt, ethylene, potassium chloride,methanol and hydrogen. A portion of our purchases of our raw materials, including ethylene, are made under long-term supply agreements, while approximately80% of the salt used in our Chlor Alkali Products and Vinyls segment is produced from internal resources.10The Epoxy segment’s principal raw materials are chlorine, benzene, propylene and aromatics which consist of cumene, phenol, acetone and BisA. A portionof our purchases of our raw materials, including benzene, propylene and a portion of our aromatics requirements, are made under long-term supply agreements,while a portion of our aromatics requirements are produced from our integrated production chain. Chlorine is predominately sourced from our Chlor AlkaliProducts and Vinyls segment.Lead, brass and propellant are the principal raw materials used in the Winchester business. We typically purchase our ammunition cartridge case cups andcopper-based strip, and propellants pursuant to multi-year contracts.Electricity is the predominant energy source for our manufacturing facilities. Approximately 85% of our electricity is generated from natural gas orhydroelectric sources. In conjunction with the Acquisition, we entered into long-term power supply contracts with TDCC in addition to acquiring power assetswhich allow for cost differentiation at specific U.S. manufacturing sites.We provide additional information with respect to specific raw materials in the tables set forth under “Products and Services.”ENVIRONMENTAL AND TOXIC SUBSTANCES CONTROLSAs is common in our industry, we are subject to environmental laws and regulations related to the use, storage, handling, generation, transportation,emission, discharge, disposal and remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which we dobusiness.The establishment and implementation of national, state or provincial and local standards to regulate air, water and land quality affect substantially all of ourmanufacturing locations around the world. Laws providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances,and remediation of contaminated sites have imposed additional regulatory requirements on industry, particularly the chemicals industry. In addition,implementation of environmental laws has required and will continue to require new capital expenditures and will increase operating costs.We employ waste minimization and pollution prevention programs at our manufacturing sites and we are a party to various governmental and privateenvironmental actions associated with former waste disposal sites and past manufacturing facilities. Charges to income for investigatory and remedial efforts werematerial to operating results in the past three years and may be material to operating results in future years.In connection with the Acquisition, TDCC retained liabilities relating to releases of hazardous materials and violations of environmental law to the extentarising prior to the Closing Date.See our discussion of our environmental matters contained in Item 3—“Legal Proceedings” below, the Note “Environmental” of the notes to consolidatedfinancial statements contained in Item 8 and Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Item 1A. RISK FACTORSIn addition to the other information in this Form 10-K, the following factors should be considered in evaluating Olin and our business. All of our forward-looking statements should be considered in light of these factors. Additional risks and uncertainties that we are unaware of or that we currently deem immaterialalso may become important factors that affect us.Sensitivity to Global Economic Conditions and Cyclicality—Our operating results could be negatively affected during economic downturns.The business of most of our customers, particularly our vinyl, urethanes and pulp and paper customers are, to varying degrees, cyclical and have historicallyexperienced periodic downturns. These economic and industry downturns have been characterized by diminished product demand, excess manufacturing capacityand, in some cases, lower average selling prices. Therefore, any significant downturn in our customers’ businesses or in global economic conditions could result ina reduction in demand for our products and could adversely affect our results of operations or financial condition.Although we historically have not sold a large percentage of our products directly to customers abroad, a large part of our financial performance isdependent upon a healthy economy beyond North America because our customers sell their products abroad. Additionally, the percentage of our sales to customersabroad is expected to increase significantly since the11Acquired Business derives a larger portion of its sales from customers outside the U.S. As a result, our business is and will continue to be affected by generaleconomic conditions and other factors in Europe, Asia Pacific, particularly China and Japan, and Latin America, including fluctuations in interest rates, customerdemand, labor and energy costs, currency changes and other factors beyond our control. The demand for our customers’ products, and therefore, our products, isdirectly affected by such fluctuations. In addition, our customers could decide to move some or all of their production to lower cost, offshore locations, and thiscould reduce demand in North America for our products. We cannot assure you that events having an adverse effect on the industries in which we operate will notoccur or continue, such as a downturn in the European, Asia Pacific, particularly China and Japan, Latin American, or world economies, increases in interest ratesor unfavorable currency fluctuations. Economic conditions in other regions of the world, predominantly Asia and Europe, can increase the amount of caustic sodaproduced and available for export to North America. The increased caustic soda supply can put downward pressure on our caustic soda prices, negatively impactingour profitability.Cyclical Pricing Pressure—Our profitability could be reduced by declines in average selling prices of our products, particularly declines in ECUnetbacks for chlorine and caustic soda.Our historical operating results reflect the cyclical and sometimes volatile nature of the chemical and ammunition industries. We experience cycles offluctuating supply and demand in each of our business segments, particularly in our Chlor Alkali Products and Vinyls segment, which result in changes in sellingprices. Periods of high demand, tight supply and increasing operating margins tend to result in increases in capacity and production until supply exceeds demand,generally followed by periods of oversupply and declining prices. Another factor influencing demand and pricing for chlorine and caustic soda is the price ofnatural gas. Higher natural gas prices increase our customers’ and competitors’ manufacturing costs, and depending on the ratio of crude oil to natural gas prices,could make them less competitive in world markets. Continued expansion offshore, particularly in Asia, will continue to have an impact on the ECU values asimported caustic soda replaces some capacity in North America.In the chlor alkali industry, price is the major supplier selection criterion. We have little or no ability to influence prices in these large commodity markets.Decreases in the average selling prices of our products could have a material adverse effect on our profitability. While we strive to maintain or increase ourprofitability by reducing costs through improving production efficiency, emphasizing higher margin products and by controlling transportation, selling andadministration expense, we cannot assure you that these efforts will be sufficient to offset fully the effect of possible decreases in pricing on operating results.Because of the cyclical nature of our businesses, we cannot assure you that pricing or profitability in the future will be comparable to any particularhistorical period, including the most recent period shown in our operating results. We cannot assure you that the chlor alkali industry will not experience adversetrends in the future, or that our business, financial condition and results of operations will not be adversely affected by them.Our Winchester and Epoxy segments are also subject to changes in operating results as a result of cyclical pricing pressures, but to a lesser extent than ourChlor Alkali Products and Vinyls segment. Selling prices of ammunition and epoxy materials are affected by changes in raw material costs and availability andcustomer demand, and declines in average selling prices of products of our Winchester and Epoxy segments could adversely affect our profitability.Indebtedness—Our indebtedness could adversely affect our financial condition.As of December 31, 2015, we had $3,881.7 million of indebtedness outstanding. Outstanding indebtedness does not include amounts that could be borrowedunder our $500.0 million senior revolving credit facility, under which $489.6 million was available for borrowing as of December 31, 2015 because we had issued$10.4 million of letters of credit. As of December 31, 2015, our indebtedness represented 61.6% of our total capitalization. At December 31, 2015, $206.5 millionof our indebtedness was due within one year. Despite our level of indebtedness, we expect to continue to have the ability to borrow additional debt.Our indebtedness could have important consequences, including but not limited to:•limiting our ability to fund working capital, capital expenditures, and other general corporate purposes;•limiting our ability to accommodate growth by reducing funds otherwise available for other corporate purposes and to compete, which in turncould prevent us from fulfilling our obligations under our indebtedness;•limiting our operational flexibility due to the covenants contained in our debt agreements;12•to the extent that our debt is subject to floating interest rates, increasing our vulnerability to fluctuations in market interest rates;•limiting our ability to pay cash dividends;•limiting our flexibility for, or reacting to, changes in our business or industry or economic conditions, thereby limiting our ability to competewith companies that are not as highly leveraged; and•increasing our vulnerability to economic downturns.Our ability to generate sufficient cash flow from operations to make scheduled payments on our debt will depend on a range of economic, competitive andbusiness factors, many of which are outside our control. There can be no assurance that our business will generate sufficient cash flow from operations to makethese payments. If we are unable to meet our expenses and debt obligations, we may need to refinance all or a portion of our indebtedness before maturity, sellassets or issue additional equity. We may not be able to refinance any of our indebtedness, sell assets or issue additional equity on commercially reasonable termsor at all, which could cause us to default on our obligations and impair our liquidity. Our inability to generate sufficient cash flow to satisfy our debt obligations, orto refinance our debt obligations on commercially reasonable terms, would have a material adverse effect on our business, financial condition and results ofoperations, as well as on our ability to satisfy our debt obligations.Credit Facilities—Weak industry conditions could affect our ability to comply with the financial maintenance covenants in our senior credit facilities.Our senior credit facilities include certain financial maintenance covenants requiring us to not exceed a maximum leverage ratio and to maintain a minimumcoverage ratio.Depending on the magnitude and duration of chlor alkali cyclical downturns, including deterioration in prices and volumes, there can be no assurance thatwe will continue to be in compliance with these ratios. If we failed to comply with either of these covenants in a future period and were not able to obtain waiversfrom the lenders, we would need to refinance our current senior credit facilities. However, there can be no assurance that such refinancing would be available to uson terms that would be acceptable to us or at all.Integration—Our integration of the Acquired Business may not be successful or the anticipated benefits from the Acquisition may not be realized.As a result of the addition of the Acquired Business, we have significantly more sales, assets and employees than we did prior to the Closing Date. Theintegration process will require us to expend capital and significantly expand the scope of our operations and financial systems. Our management will be requiredto devote a significant amount of time and attention to the process of integrating the operations of our business and the Acquired Business. There is a significantdegree of difficulty and management involvement inherent in that process. These difficulties include, but are not limited to: •integrating the operations of the Acquired Business while carrying on the ongoing operations of our existing business;•managing a significantly larger company than before the Closing Date;•the possibility of faulty assumptions underlying our expectations regarding the integration process;•coordinating a greater number of diverse businesses located in a greater number of geographic locations, including in global regions andcountries in which we have not previously had operations;•operating in geographic markets or industry sectors in which we may have little or no experience;•complying with laws of new jurisdictions in which we have not previously operated;•integrating business systems and models;•attracting and retaining the necessary personnel associated with the Acquired Business following the Closing Date;13•creating and implementing uniform standards, controls, procedures, policies and information systems and controlling the costs associated withsuch matters; and•integrating information technology, purchasing, accounting, finance, sales, billing, payroll and regulatory compliance systems, and meetingexternal reporting requirements following the Closing Date.All of the risks associated with the integration process could be exacerbated by the fact that we may not have a sufficient number of employees with therequisite expertise to integrate the businesses or to operate our business after the Closing Date. If we do not hire or retain employees with the requisite skills andknowledge to run our business, it may have a material adverse effect on our business, financial condition and results of operations.Even if we are able to combine the two business operations successfully, it may not be possible to realize the benefits of the increased sales volume andother benefits, including the expected synergies that are expected to result from the addition of the Acquired Business, or realize these benefits within the timeframe that is expected. The costs to realize the anticipated synergies, including integration fees and capital spending, may be greater than anticipated. For example,the elimination of duplicative costs may not be possible or may take longer than anticipated, or the benefits from the Acquisition may be offset by costs incurred ordelays in integrating the companies. In addition, the quantification of synergies expected to result from the Acquisition is based on significant estimates andassumptions that are subjective in nature and inherently uncertain. The amount of synergies actually realized, if any, and the time periods in which any suchsynergies are realized, could differ materially from the expected synergies discussed in this document, regardless of whether we are able to combine the twobusiness operations successfully.If we are unable to successfully integrate the Acquired Business or if we are unable to realize the anticipated synergies and other benefits of the Acquisition,there could be a material adverse effect on our business, financial condition and results of operations.Raw Materials—Availability of purchased feedstocks and energy, and the volatility of these costs, impact our operating costs and add variability toearnings.Purchased feedstock and energy costs account for a substantial portion of our total production costs and operating expenses. We purchase certain rawmaterials as feedstocks.Feedstock and energy costs generally follow price trends in crude oil and natural gas, which are sometimes volatile. Ultimately, the ability to pass onunderlying cost increases is dependent on market conditions. Conversely, when feedstock and energy costs decline, selling prices generally decline as well. As aresult, volatility in these costs could impact our business, financial condition and results of operations.If the availability of any of our principal feedstocks is limited or we are unable to obtain natural gas or energy from any of our energy sources, we may beunable to produce some of our products in the quantities demanded by our customers, which could have a material adverse effect on plant utilization and our salesof products requiring such raw materials. In connection with the Acquisition, we entered into long-term supply agreements with TDCC for certain raw materials,including ethylene, propylene and benzene. The initial term of the majority of these supply agreements is either five or ten years (a small number of agreementshave shorter or longer initial terms) beginning on the Closing Date. As these contracts with TDCC and other third-party contracts expire, we may be unable torenew these contracts or obtain new long-term supply agreements on terms comparable or as favorable to us, depending on market conditions, which may have amaterial adverse effect on our business, financial condition and results of operations. In addition, many of our long-term contracts contain provisions that allowtheir suppliers to limit the amount of raw materials shipped to us below the contracted amount in force majeure circumstances. If we are required to obtain alternatesources for raw materials because TDCC or any other supplier is unwilling or unable to perform under raw material supply agreements or if a supplier terminatesits agreements with us, we may not be able to obtain these raw materials from alternative suppliers or obtain new long-term supply agreements on termscomparable or favorable to us.Suppliers—We rely on a limited number of outside suppliers for specified feedstocks and services.We obtain, a significant portion of our raw materials from a few key suppliers. If any of these suppliers are unable to meet their obligations under present orany future supply agreements, we may be forced to pay higher prices to obtain the necessary raw materials. Any interruption of supply or any price increase of rawmaterials could have a material adverse effect on our business, financial condition and results of operations. In connection with the Acquisition, we entered intoagreements with TDCC to provide specified feedstocks and services for the facilities operated by the Acquired Business. T hese facilities will be dependent uponTDCC’s infrastructure for services such as wastewater and ground water treatment. Any failure of14TDCC to perform its obligations under those agreements could adversely affect the operation of the affected facilities and our business, financial condition andresults of operations. Many of the agreements relating to these feedstocks and services have initial terms ranging from several years to 20 years. Most of theseagreements are automatically renewable, but may be terminated by us or TDCC after specified notice periods. If we are required to obtain an alternate source forthese feedstocks or services, we may not be able to obtain pricing on as favorable terms. A dditionally, we may be forced to pay additional transportation costs or toinvest in capital projects for pipelines or alternate facilities to accommodate railcar or other delivery methods or to replace other services.A vendor may choose, subject to existing contracts, to modify its relationship due to general economic concerns or concerns relating to the vendor or us, atany time. Any significant change in the terms that we have with our key suppliers could materially adversely affect our business, financial condition and results ofoperation, as could significant additional requirements from its suppliers that we provide them additional security in the form of prepayments or posting letters ofcredit.Imbalance in Demand for Our Chlor Alkali Products—A loss of a substantial customer for our chlorine or caustic soda could cause an imbalance incustomer demand for these products, which could have an adverse effect on our results of operations.Chlorine and caustic soda are produced simultaneously and in a fixed ratio of 1.0 ton of chlorine to 1.1 tons of caustic soda. The loss of a substantialchlorine or caustic soda customer could cause an imbalance in customer demand for our chlorine and caustic soda products. An imbalance in customer demandmay require Olin to reduce production of both chlorine and caustic soda or take other steps to correct the imbalance. Since Olin cannot store large quantities ofchlorine, we may not be able to respond to an imbalance in customer demand for these products as quickly or efficiently as some of our competitors. If a substantialimbalance occurred, we would need to reduce prices or take other actions that could have a material adverse impact on our business, results of operations andfinancial condition.Security and Chemicals Transportation—New regulations on the transportation of hazardous chemicals and/or the security of chemical manufacturingfacilities and public policy changes related to transportation safety could result in significantly higher operating costs.The transportation of our products and feedstocks, including transportation by pipeline, and the security of our chemical manufacturing facilities are subjectto extensive regulation. Government authorities at the local, state and federal levels could implement new or stricter regulations that would impact the security ofchemical plant locations and the transportation of hazardous chemicals. Our Chlor Alkali Products and Vinyls segment could be adversely impacted by the cost ofcomplying with any new regulations. Our business also could be adversely affected if an incident were to occur at one of our facilities or while transportingproduct. The extent of the impact would depend on the requirements of future regulations and the nature of an incident, which are unknown at this time.Effects of Regulation—Changes in legislation or government regulations or policies could have a material adverse effect on our financial position orresults of operations.Legislation that may be passed by Congress or other legislative bodies or new regulations that may be issued by federal and other administrative agencies,including import and export duties and quotas, anti-dumping regulations and related tariffs, could significantly affect the sales, costs and profitability of ourbusiness. The chemical and ammunition industries are subject to legislative and regulatory actions, which could have a material adverse effect on our business,financial position or results of operations. Existing and future government regulations and laws may reduce the demand for our products, including certainchlorinated organic products, such as dry cleaning solvents. Any decrease in the demand for chlorinated organic products could result in lower unit sales and lowerselling prices for such chlorinated organic products, which would have a material adverse effect on our business, financial condition and results of operations.Cost Control—Our profitability could be reduced if we experience increasing raw material, utility, transportation or logistics costs, or if we fail toachieve targeted cost reductions.Our operating results and profitability are dependent upon our continued ability to control, and in some cases reduce, our costs. In addition, our expectedbenefits from the Acquisition are dependent upon our ability to reduce our costs following the Closing Date. If we are unable to do so, or if costs outside of ourcontrol, particularly our costs of raw materials, utilities, transportation and similar costs, increase beyond anticipated levels, our profitability will decline and wewill not realize the level of cost reductions anticipated following the Closing Date.For example, our chlor alkali product transportation costs, particularly railroad shipment costs, are a significant portion of our cost of goods sold, and havebeen increasing over the past several years. Part of the anticipated cost reductions from the Acquisition are due to transportation cost efficiencies from theincreased number of manufacturing locations and the Acquired15Business’s utilization of diverse modes of delivery for products which we currently deliver by rail. If transportation costs continue to increase, and we are unable tocontrol those costs or pass the increased costs on to customers, our profitability in our Chlor Alkali Products and Vinyls and Epoxy segments would be negativelyaffected. Similarly, costs of commodity metals and other materials used in our Winchester business, such as copper and lead, can vary. If we experience significantincreases in these costs and are unable to raise our prices to offset the higher costs, the profitability in our Winchester business would be negatively affected.Credit and Capital Market Conditions—Adverse conditions in the credit and capital markets may limit or prevent our ability to borrow or raise capital.While we believe we have facilities in place that should allow us to borrow funds as needed to meet our ordinary course business activities, adverseconditions in the credit and financial markets could prevent us from obtaining financing, if the need arises. Our ability to invest in our businesses and refinance orrepay maturing debt obligations could require access to the credit and capital markets and sufficient bank credit lines to support cash requirements. If we are unableto access the credit and capital markets on commercially reasonable terms, we could experience a material adverse effect on our business, financial position orresults of operations.Environmental Costs—We have ongoing environmental costs, which could have a material adverse effect on our financial position or results ofoperations.Our operations and assets are subject to extensive environmental, health and safety regulations, including laws and regulations related to air emissions, waterdischarges, waste disposal and remediation of contaminated sites. The nature of our operations and products, including the raw materials we handle, exposes us tothe risk of liabilities, obligations or claims under these laws and regulations due to the production, storage, use, transportation and sale of materials that can causecontamination or personal injury, including, in the case of chemicals, potential releases into the environment. Environmental laws may have a significant effect onthe costs of use, transportation and storage of raw materials and finished products, as well as the costs of the storage and disposal of wastes. In addition, we areparty to various governmental and private environmental actions associated with past manufacturing facilities and former waste disposal sites. We have incurred,and expect to incur, significant costs and capital expenditures in complying with environmental laws and regulations.The ultimate costs and timing of environmental liabilities are difficult to predict. Liabilities under environmental laws relating to contaminated sites can beimposed retroactively and on a joint and several basis. One liable party could be held responsible for all costs at a site, regardless of fault, percentage ofcontribution to the site or the legality of the original disposal. We could incur significant costs, including clean-up costs, natural resource damages, civil or criminalfines and sanctions and third-party lawsuits claiming, for example, personal injury and/or property damage, as a result of past or future violations of, or liabilitiesunder, environmental or other laws.In addition, future events, such as changes to or more rigorous enforcement of environmental laws, could require us to make additional expenditures, modifyor curtail our operations and/or install pollution control equipment. It is possible that regulatory agencies may enact new or more stringent clean-up standards forchemicals of concern, including chlorinated organic products that we manufacture. This could lead to expenditures for environmental remediation in the future thatare additional to existing estimates.Accordingly, it is possible that some of the matters in which we are involved or may become involved may be resolved unfavorably to us, which couldmaterially adversely affect our business, financial position, cash flows or results of operations. See “Environmental Matters” contained in Item 7—“Management’sDiscussion and Analysis of Financial Condition and Results of Operations.”Litigation and Claims—We are subject to litigation and other claims, which could cause us to incur significant expenses.We are a defendant in a number of pending legal proceedings relating to our present and former operations. These include product liability claims relating toammunition and firearms and proceedings alleging injurious exposure of plaintiffs to various chemicals and other substances (including proceedings based onalleged exposures to asbestos). Frequently, the proceedings alleging injurious exposure involve claims made by numerous plaintiffs against many defendants.Because of the inherent uncertainties of litigation, we are unable to predict the outcome of these proceedings and therefore cannot determine whether the financialimpact, if any, will be material to our financial position, cash flows or results of operations.16Integration of Information Technology Systems—Operation on multiple Enterprise Resource Planning (“ERP”) information systems, and theconversion from multiple systems to a single system, may negatively impact our operations.We are highly dependent on our information systems infrastructure in order to process orders, track inventory, ship products in a timely manner, prepareinvoices to our customers, maintain regulatory compliance and otherwise carry on our business in the ordinary course. We currently operate on an ERP informationsystem and the Acquired Business operates on a separate ERP system. Since we will be required to process and reconcile our information from multiple systems,the chance of errors has increased, and we may incur significant additional costs related thereto. Inconsistencies in the information from multiple ERP systemscould adversely impact our ability to manage our business efficiently and may result in heightened risk to our ability to maintain our books and records and complywith regulatory requirements. We expect that we may transition all or a portion of the operations of the Acquired Business from one ERP system to another. Thetransition to a different ERP system involves numerous risks, including:•diversion of management’s attention away from normal daily business operations;•loss of, or delays in accessing, data;•increased demand on our operations support personnel;•increased costs;•initial dependence on unfamiliar systems while training personnel to use new systems; and•increased operating expenses resulting from training, conversion and transition support activities.Any of the foregoing could result in a material increase in information technology compliance or other related costs, and could materially and negativelyimpact our business, results of operations or financial condition.Information Security—A failure of our information technology systems, or an interruption in their operation, could have a material adverse effect onour business, financial condition or results of operations.Our operations are dependent on our ability to protect our information systems, computer equipment and information databases from systems failures. Werely on our information technology systems generally to manage the day-to-day operation of our business, operate elements of our manufacturing facilities, managerelationships with our customers, fulfill customer orders and maintain our financial and accounting records. Failure of our information technology systems could becaused by internal or external events, such as incursions by intruders or hackers, computer viruses, cyber-attacks, failures in hardware or software, or power ortelecommunication fluctuations or failures. The failure of our information technology systems to perform as anticipated for any reason or any significant breach ofsecurity could disrupt our business and result in numerous adverse consequences, including reduced effectiveness and efficiency of operations, increased costs orloss of important information, any of which could have a material adverse effect on our business, financial condition or results of operations. We have technologyand information security processes and disaster recovery plans in place to mitigate our risk to these vulnerabilities. However, these measures may not be adequateto ensure that our operations will not be disrupted, should such an event occur.Production Hazards—Our facilities are subject to operating hazards, which may disrupt our business.We are dependent upon the continued safe operation of our production facilities. Our production facilities are subject to hazards associated with themanufacture, handling, storage and transportation of chemical materials and products and ammunition, including leaks and ruptures, explosions, fires, inclementweather and natural disasters, unexpected utility disruptions or outages, unscheduled downtime, transportation interruptions, transportation accidents involving ourchemical products, chemical spills and other discharges or releases of toxic or hazardous substances or gases and environmental hazards. From time to time in thepast, we have had incidents that have temporarily shut down or otherwise disrupted our manufacturing, causing production delays and resulting in liability forworkplace injuries and fatalities. Some of our products involve the manufacture and/or handling of a variety of explosive and flammable materials. Use of theseproducts by our customers could also result in liability if an explosion, fire, spill or other accident were to occur. We cannot assure you that we will not experiencethese types of incidents in the future or that these incidents will not result in production delays or otherwise have a material adverse effect on our business, resultsof operations or financial condition. In the past, major hurricanes have caused significant disruption in the Acquired Business’s operations on the U.S. Gulf Coast,logistics across the region and the supply of certain raw materials, which had an adverse impact on volume and cost for some of the Acquired Business’s17products. Due to the substantial presence we have on the U.S. Gulf Coast, similar severe weather conditions or other natural phenomena in the future couldnegatively affect our results of operations.Third Party Transportation—We rely heavily on third party transportation, which subjects us to risks and costs that we cannot control, and which risksand costs may have a material adverse effect on our financial position or results of operations.We rely heavily on railroad, truck, marine vessel, barge and other shipping companies to transport finished products to customers and to transport rawmaterials to the manufacturing facilities used by each of our businesses. These transport operations are subject to various hazards and risks, including extremeweather conditions, work stoppages and operating hazards, as well as interstate transportation regulations. In addition, the methods of transportation we utilize,including shipping chlorine and other chemicals by railroad and by barge, may be subject to additional, more stringent and more costly regulations in the future. Ifwe are delayed or unable to ship finished products or unable to obtain raw materials as a result of any such new regulations or public policy changes related totransportation safety, or these transportation companies’ failure to operate properly, or if there were significant changes in the cost of these services due to newadditional regulations, or otherwise, we may not be able to arrange efficient alternatives and timely means to obtain raw materials or ship goods, which could resultin a material adverse effect on our business, financial position or results of operations. If any third-party railroad which we utilize to transport chlorine and otherchemicals ceases to transport toxic-by-inhalation hazardous (“TIH”) materials, or if there are significant changes in the cost of shipping TIH materials by rail orotherwise, we may not be able to arrange efficient alternatives and timely means to deliver our products or at all, which could result in a material adverse effect onour business, financial position or results of operations.Pension Plans—The impact of declines in global equity and fixed income markets on asset values and any declines in interest rates and/orimprovements in mortality assumptions used to value the liabilities in our pension plans may result in higher pension costs and the need to fund the pensionplans in future years in material amounts.Under Accounting Standard Codification (ASC) 715 “Compensation-Retirement Benefits” (ASC 715), we recorded an after-tax charge of $78.8 million ($125.3 million pretax) to shareholders’ equity as of December 31, 2015 for our pension and other postretirement plans. This charge reflected unfavorableperformance on plan assets during 2015 , partially offset by a 50 -basis point increase in the domestic pension plans’ discount rate. In 2014, we recorded an after-tax charge of $86.6 million ($142.0 million pretax) to shareholders’ equity as of December 31, 2014 for our pension and other postretirement plans. This chargereflected a 60-basis point decrease in the plans’ discount rate and the negative impact of the newly mandated mortality tables, partially offset by favorableperformance on plan assets during 2014. In 2013, we recorded an after-tax charge of $7.7 million ($12.5 million pretax) to shareholders’ equity as of December 31,2013 for our pension and other postretirement plans. This charge reflected unfavorable performance on plan assets during 2013, partially offset by a 60-basis pointincrease in the plans’ discount rate. These non-cash charges to shareholders’ equity do not affect our ability to borrow under our senior credit facility.The determinations of pension expense and pension funding are based on a variety of rules and regulations. Changes in these rules and regulations couldimpact the calculation of pension plan liabilities and the valuation of pension plan assets. They may also result in higher pension costs, additional financialstatement disclosure, and the need to fund the pension plan. Effective as of the Closing Date, we changed the approach used to measure service and interest costsfor our defined benefit pension plans and on December 31, 2015 changed this approach for our other postretirement benefits. Prior to the Closing Date, wemeasured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. Subsequentto the Closing Date for our defined benefit pension plans and beginning in 2016 for our other postretirement benefits, we elected to measure service and interestcosts by applying the specific spot rates along the yield curve to the plans’ estimated cash flows. We believe the new approach provides a more precisemeasurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve. This changedoes not affect the measurement of our plan obligations. We have accounted for this change as a change in accounting estimate and, accordingly, have accountedfor it on a prospective basis.During the fourth quarter of 2014, the Society of Actuaries (SOA) issued the final report of its mortality tables and mortality improvement scales. Theupdated mortality data reflected increasing life expectancies in the U.S. During the third quarter of 2012, the “Moving Ahead for Progress in the 21st Century Act”(MAP-21) became law. The law changed the mechanism for determining interest rates to be used for calculating minimum defined benefit pension plan fundingrequirements. Interest rates are determined using an average of rates for a 25-year period, which can have the effect of increasing the annual discount rate, reducingthe defined benefit pension plan obligation and potentially reducing or eliminating the minimum annual funding requirement. The law also increased premiumspaid to the Pension Benefit Guaranty Corporation (PBGC). During the third quarter of 2014, the “Highway and Transportation Funding Act” (HATFA 2014)became law, which includes an extension of MAP-21’s defined benefit plan funding stabilization relief.18Based on our plan assumptions and estimates, we will not be required to make any cash contributions to the domestic qualified defined benefit pension planat least through 2016.We have several international qualified defined benefit pension plans to which we made cash contributions of $0.9 million in 2015, $0.8 million in 2014 and$1.0 million in 2013, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2016.At December 31, 2015 , the projected benefit obligation of $2,680.8 million exceeded the market value of assets in our qualified defined benefit pensionplans by $644.3 million , as calculated under ASC 715.In addition, the impact of declines in global equity and fixed income markets on asset values may result in higher pension costs and may increase andaccelerate the need to fund the pension plans in future years. For example, holding all other assumptions constant, a 100-basis point decrease or increase in theassumed long-term rate of return on plan assets would have decreased or increased, respectively, the 2015 defined benefit pension plans income by approximately$18.7 million.Holding all other assumptions constant, a 50-basis point decrease in the discount rate used to calculate pension income for 2015 and the projected benefitobligation as of December 31, 2015 would have decreased pension income by $1.4 million and increased the projected benefit obligation by $146.0 million. A 50-basis point increase in the discount rate used to calculate pension income for 2015 and the projected benefit obligation as of December 31, 2015 would haveincreased pension income by $1.5 million and decreased the projected benefit obligation by $133.0 million.We assumed certain material pension benefit obligations associated with the Acquired Business. These liabilities and the related future fundingobligations could restrict cash available for our operations, capital expenditures and other requirements, and may materially adversely affect its financialcondition and liquidity.In accordance with TDCC’s election, our U.S. tax-qualified defined benefit pension plan assumed certain U.S. tax-qualified defined benefit pensionobligations related to active employees and certain terminated, vested retirees of the Acquired Business with a net liability of approximately $286.5 million, whichamount remains subject to adjustment. In connection therewith, pension assets will be transferred from TDCC’s U.S. tax-qualified defined benefit pension plans toour U.S. tax-qualified defined benefit pension plan. In addition to the standard minimum funding requirements, the Pension Protection Act of 2006 (as amended bythe Worker, Retiree and Employer Recovery Act of 2008) (the Pension Act) requires companies with U.S. tax-qualified defined benefit pension plans to makecontributions to such plans as frequently as quarterly in order to meet the “funding target” for such plans, as defined in the Pension Act. The failure to meet aminimum required percentage of the funding target in any given year could result in adverse consequences, including the imposition of fines or penalties. Fundingobligations with respect to U.S. tax-qualified defined benefit pension plans change due to, among other things, the actual investment return on plan assets andchanges in interest rates and/or mortality assumptions. Continued volatility in the capital markets may have a further negative impact on the funded status of U.S.tax-qualified defined benefit pension plans, which may in turn increase attendant funding obligations. Given the amount of pension assets that may be transferredfrom TDCC’s U.S. tax-qualified defined benefit pension plans to our U.S. tax-qualified defined benefit pension plan, and subject to the foregoing and othervariables, and the associated uncertainties, it is possible that we could be required to make substantial additional contributions in future years to our tax-qualifieddefined benefit pension plan attributable to the transferred pension liabilities. These contributions could restrict available cash for our operations, capitalexpenditures and other requirements, and may materially adversely affect its financial condition and liquidity.In addition, we assumed certain accrued defined benefit pension liabilities relating to employees of TDCC in Germany, Switzerland and other internationallocations who transferred as part of the Acquired Business. These liabilities and the related future payment obligations could restrict cash available for ouroperations, capital expenditures and other requirements, and may materially adversely affect its financial condition and liquidity.Foreign Exchange Rates—Fluctuations in foreign currency exchange could affect our consolidated financial results.We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the USD. Because our consolidated financialstatements are presented in USD, we must translate revenues and expenses into USD at the average exchange rate during each reporting period, as well as assetsand liabilities into USD at exchange rates in effect at the end of each reporting period. Therefore, increases or decreases in the value of the USD against othermajor currencies will affect our net revenues, operating income and the value of balance sheet items denominated in foreign currencies. Because of the geographicdiversity of our operations, weaknesses in various currencies might occur in one or many of such currencies over time. From time to time, we may use derivativefinancial instruments to further reduce our net exposure to currency exchange rate fluctuations. However, we cannot assure you that fluctuations in foreigncurrency exchange rates, particularly the strengthening of the USD against major currencies, would not materially adversely affect our financial results.19Labor Matters—We cannot assure you that we can conclude future labor contracts or any other labor agreements without work stoppages.Various labor unions represent, a majority of our hourly paid employees for collective bargaining purposes. The following labor contract is scheduled toexpire in 2016:Location Number of Employees Expiration DateEast Alton (Winchester) 676 December 2016While we believe our relations with our employees and their various representatives are generally satisfactory, we cannot assure that we can conclude anylabor agreements without work stoppages and cannot assure that any work stoppages will not have a material adverse effect on our business, financial condition orresults of operations.Ability to Attract and Retain Qualified Employees—We must attract, retain and motivate key employees, and the failure to do so may adversely affectour business, financial condition or results of operations.We feel our success depends on hiring, retaining and motivating key employees, including executive officers. We may have difficulty locating and hiringqualified personnel. In addition, we may have difficulty retaining such personnel once hired, and key people may leave and compete against us. The loss of keypersonnel or our failure to attract and retain other qualified and experienced personnel could disrupt or materially adversely affect our business, financial conditionor results of operations. In addition, our operating results could be adversely affected by increased costs due to increased competition for employees, higheremployee turnover, which may result in the loss of significant customer business or increased costs.We may be unable to provide the same types and level of benefits, services and resources to the Acquired Business that historically have been providedby TDCC, or may be unable to provide them at the same cost.As part of TDCC, the Acquired Business was historically able to receive benefits and services from TDCC and was able to benefit from TDCC’s financialstrength and extensive business relationships. The Acquired Business is now owned by Olin and will no longer benefit from TDCC’s resources. While we haveentered into agreements under which TDCC has agreed to provide certain transition services and site-related services following the Closing Date, we cannot assurethat we will be able to adequately replace those resources or replace them at the same cost. If we are not able to replace the resources provided by TDCC or areunable to replace them at the same cost or are delayed in replacing the resources provided by TDCC, our business, financial condition and results of operations maybe materially adversely impacted.The historical financial information of the Acquired Business may not be representative of its results or financial condition if it had been operatedindependently of TDCC and, as a result, may not be a reliable indicator of its future results.The financial information of the Acquired Business prior to the Closing Date and included within the unaudited pro forma financial information within thisdocument has been derived from the consolidated financial statements and accounting records of TDCC and reflects all direct costs as well as assumptions andallocations made by TDCC management. The financial position, results of operations and cash flows of the Acquired Business presented may be different fromthose that would have resulted had the Acquired Business been operated independently of TDCC during the applicable periods or at the applicable dates.The unaudited pro forma financial information of Olin and the Acquired Business is not intended to reflect what actual results of operations andfinancial condition would have been had Olin and the Acquired Business been a combined company for the periods presented, and therefore these results maynot be indicative of Olin’s future operating performance.The unaudited pro forma financial information presented in this document is for illustrative purposes only and is not intended to, and does not purport to,represent what our actual results or financial condition would have been if the Acquisition had occurred on the relevant date. The unaudited pro forma financialinformation has been prepared using the acquisition method of accounting. Under the acquisition method of accounting, the purchase price is allocated to theunderlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values with any excess purchase price allocated to goodwill.The pro forma purchase price allocation was based on the preliminary fair value of the tangible and intangible assets and liabilities of the Acquired Business. Thefinal purchase price allocation may be different than that reflected in the pro forma purchase price allocation presented herein, and this difference may be material.20The unaudited pro forma financial information does not reflect the costs of any integration activities or transaction-related costs or incremental capitalspending that Olin management believes are necessary to realize the anticipated synergies from the Acquisition. Accordingly, the unaudited pro forma financialinformation included in this document does not reflect what our results of operations or operating condition would have been had Olin and the Acquired Businessbeen a consolidated entity during all periods presented, or what our results of operations and financial condition will be in the future.Olin’s business, financial condition and results of operations may be adversely affected following the Closing Date if we cannot negotiate contract termsthat are as favorable as those TDCC had received when we replace certain contracts after the Closing Date.Prior to the Closing Date, certain functions (such as purchasing, accounts payable processing, accounts receivable management, information systems,logistics and distribution) for the Acquired Business were generally being performed under TDCC’s centralized systems and, in some cases, under contracts thatare also used for TDCC’s other businesses and which were not intended to be assigned in whole or in part to the combined business. In addition, some othercontracts to which TDCC is a party on behalf of the Acquired Business will require consents of third parties to assign them to us or our subsidiaries. There can beno assurance that we will be able to negotiate contract terms that are as favorable as those TDCC received when and if we replace these contracts with our ownagreements for similar services, including any contracts that may need to be replaced as a result of a failure to obtain required third-party consents. Although webelieve that we will be able to enter into new agreements for similar services and that we will be able to obtain all material third-party consents required to assigncontracts to us, it is possible that the failure to enter into new agreements for similar services or to obtain required consents to assign contracts could have amaterial adverse impact on our business, financial condition and results of operations following the Closing Date.We may be affected by significant restrictions following the Closing Date in order to avoid significant tax-related liabilities.In connection with the Acquisition, we entered into a Tax Matters Agreement (the Tax Matters Agreement) with TDCC. The Tax Matters Agreementgenerally prohibits us and our affiliates from taking certain actions that could cause certain related transactions consummated on the Closing Date, to fail to qualifyas tax-free transactions. In particular, unless an exception applies, for a two-year period following the Closing Date, we may not:•enter into any transaction or series of transactions (or any agreement, understanding or arrangement) as a result of which one or more personswould acquire (directly or indirectly) stock comprising 50 percent or more of the vote or value of Blue Cube Spinco Inc. (Spinco) (taking intoaccount the stock of Spinco acquired pursuant to the Agreement and Plan of Merger (Merger Agreement) and Separation Agreement datedMarch 26, 2015);•redeem or repurchase any stock or stock rights;•amend our certificate of incorporation or take any other action affecting the relative voting rights of our capital stock;•merge or consolidate with any other person (other than pursuant to the Merger Agreement and Separation Agreement dated March 26, 2015);•take any other action that would, when combined with any other direct or indirect changes in ownership of Spinco capital stock (includingpursuant to the Merger Agreement and Separation Agreement dated March 26, 2015), have the effect of causing one or more persons toacquire stock comprising 50 percent or more of the vote or value of Spinco, or would reasonably be expected to adversely affect the tax-freestatus of the related transactions consummated on the Closing Date;•discontinue the active conduct of the Acquired Business; or•sell, transfer or otherwise dispose of assets (including stock of subsidiaries) that constitute more than 35 percent of the consolidated grossassets of Spinco and/or its subsidiaries (subject to exceptions for, among other things, ordinary course dispositions and repayments orprepayments of Spinco debt).21If we decide to take any such restricted action, we will be required to cooperate with TDCC in obtaining a supplemental Internal Revenue Service (IRS)ruling or an unqualified tax opinion acceptable to TDCC to the effect that such action will not affect the status of certain related transactions consummated on theClosing Date as tax-free transactions. However, if we take any of the above actions and such action results in tax-related losses to TDCC, then we generally will berequired to indemnify TDCC for such losses, without regard to whether TDCC has given us prior consent.Due to these restrictions and indemnification obligations under the Tax Matters Agreement, we may be limited in our ability to pursue strategic transactions,equity or convertible debt financings or other transactions that may otherwise be in our best interests. Also, our potential indemnity obligation to TDCC mightdiscourage, delay or prevent a change of control during this two-year period that our shareholders may consider favorable to our ability to pursue strategictransactions, equity or convertible debt financings, or other transactions that may otherwise be in our best interests.Item 1B. UNRESOLVED STAFF COMMENTSNot applicable.Item 2. PROPERTIESInformation concerning our principal locations at or from which our products and services are manufactured, distributed or marketed are included in thetables set forth under the caption “Products and Services” contained in Item 1—“Business.” Generally, these facilities are well maintained, in good operatingcondition, and suitable and adequate for their use. Our two largest facilities are co-located with TDCC. The land in which these facilities are located is leased witha 99 year term. Additionally, we lease warehouses, terminals and distribution offices and space for executive and branch sales offices and service departments. Webelieve our current facilities are adequate to meet the requirements of our present operations.Item 3. LEGAL PROCEEDINGSSaltvilleWe have completed all work in connection with remediation of mercury contamination at the site of our former mercury cell chlor alkali plant in Saltville,VA required to date. In mid-2003, the Trustees for natural resources in the North Fork Holston River, the Main Stem Holston River and associated floodplains,located in Smyth and Washington Counties in Virginia and in Sullivan and Hawkins Counties in Tennessee notified us of, and invited our participation in, anassessment of alleged damages to natural resources resulting from the release of mercury. The Trustees also notified us that they have made a preliminarydetermination that we are potentially liable for natural resource damages in said rivers and floodplains. We agreed to participate in the assessment. We and theTrustees have entered into discussions concerning a resolution of this matter. In light of the ongoing discussions and inherent uncertainties of the assessment, wecannot at this time determine whether the financial impact, if any, of this matter will be material to our financial position or results of operations. See“Environmental Matters” contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”OtherAs part of the continuing environmental investigation by federal, state and local governments of waste disposal sites, we have entered into a number ofsettlement agreements requiring us to participate in the investigation and cleanup of a number of sites. Under the terms of such settlements and related agreements,we may be required to manage or perform one or more elements of a site cleanup, or to manage the entire remediation activity for a number of parties, andsubsequently seek recovery of some or all of such costs from other Potentially Responsible Parties (PRPs). In many cases, we do not know the ultimate costs ofour settlement obligations at the time of entering into particular settlement agreements, and our liability accruals for our obligations under those agreements areoften subject to significant management judgment on an ongoing basis. Those cost accruals are provided for in accordance with generally accepted accountingprinciples and our accounting policies set forth in “Environmental Matters” contained in Item 7—“Management’s Discussion and Analysis of Financial Conditionand Results of Operations.”22We, and our subsidiaries, are defendants in various other legal actions (including proceedings based on alleged exposures to asbestos) incidental to our pastand current business activities. At December 31, 2015 and 2014 , our consolidated balance sheets included liabilities for these legal actions of $21.2 million and$22.1 million , respectively. These liabilities do not include costs associated with legal representation. Based on our analysis, and considering the inherentuncertainties associated with litigation, we do not believe that it is reasonably possible that these legal actions will materially adversely affect our financialposition, cash flows or results of operations. In connection with the Acquisition, TDCC retained liabilities relating to the Acquired Business for litigation, releasesof hazardous materials and violations of environmental law to the extent arising prior to the Closing Date.Item 4. MINE SAFETY DISCLOSURESNot applicable.Executive Officers of the Registrant as of February 29, 2016Name and Age Office Served as an Olin Officer SinceJoseph D. Rupp (65) Chairman and Chief Executive Officer 1996Scott R. Abel (52) Vice President and Vice President, Chlorine, Co-Products and Distribution 2014Frank W. Chirumbole (57) Vice President and President, Chlor Alkali Products 2011Stephen C. Curley (64) Vice President and Treasurer 2005Pat D. Dawson (58) Executive Vice President and President, Epoxy and International 2015Dolores J. Ennico (63) Vice President, Human Resources 2009John E. Fischer (60) President and Chief Operating Officer 2004Clive A. Grannum (50) Vice President and President, Global Chlorinated Organics 2015G. Bruce Greer, Jr. (55) Vice President, Strategic Planning and Information Technology 2005John L. McIntosh (61) Executive Vice President and President, Chemicals and Ammunition 1999Thomas J. O’Keefe (57) Vice President and President, Winchester 2011George H. Pain (65) Senior Vice President, General Counsel and Secretary 2002John M. Sampson (55) Vice President and Vice President, Manufacturing and Engineering, Chlor AlkaliVinyls, Epoxy and Global Chlorinated Organics 2015Todd A. Slater (52) Vice President and Chief Financial Officer 2005Randee N. Sumner (41) Vice President and Controller 2014James A. Varilek (57) Executive Vice President and President, Chlor Alkali Vinyls and Services 2015No family relationship exists between any of the above named executive officers or between any of them and any of our directors. Such officers wereelected to serve, subject to the Bylaws, until their respective successors are chosen.All executive officers, except Messrs. Abel, Chirumbole, Dawson, Grannum, O’Keefe, Sampson and Varilek and Ms. Sumner, have served as executiveofficers for more than five years.All executive officers who have been employed by Olin for over five years, except Messrs. Chirumbole, Fischer, McIntosh, O’Keefe and Slater and MsSumner, have served in their current position for more than five years.Scott R. Abel was appointed Vice President, Chlorine, Co-Products and Distribution effective January 29, 2016, adding business responsibility for chlorineand co-products to the duties he assumed in April 2014 of leading the Chemical Distribution business, which commenced on April 24, 2015 when he became VicePresident of Olin and President, Chemical Distribution. From 2012 to 2014, he served as Commercial Vice President at KOST USA, Inc. From 2009 to 2012, heserved as Business Director – Glycols at Archer Daniels Midland Company. From 2008 to 2009, he served as Global Marketing Director – Acrylic Monomers; andfrom 1989 through 2007, he served in various sales and commercial management positions including marketing roles in Chlor-Alkali and Global ChlorinatedOrganics, all at TDCC.23Frank W. Chirumbole assumed his current duties on April 28, 2011 and was appointed Vice President of Olin and President, Chlor Alkali Products effectiveApril 26, 2012. From October 2010 until April 2012, he served as President, Chlor Alkali Products; from 2009 until September 2010, he served as Vice President,General Manager - Bleach; from 2007 to 2009, he served as Vice President, Supply Chain Management; and from 2001 to 2007, he served as Vice President,Manufacturing and Engineering, all at Olin Chlor Alkali Products.Pat D. Dawson was appointed Executive Vice President of Olin and President, Epoxy and International effective October 5, 2015. From July 2013 throughSeptember 2015, he was Senior Vice President, Epoxy and Corporate Project Development; from 2010 to 2013, he served as the President of Dow Asia Pacific;and from 2004 to 2010, he served as Group President for the Polyurethanes Business, all at TDCC. His career began in 1980 at TDCC.John E. Fischer has served as President and Chief Operating Officer since May 2014 and will become President and Chief Executive Officer effective May1, 2016. From October 2010 until May 2014, he served as Senior Vice President and Chief Financial Officer; from May 2005 to October 2010, he served as VicePresident and Chief Financial Officer; and from June 2004 until May 2005, he served as Vice President, Finance and Controller, all at Olin.Clive A. Grannum was appointed Vice President of Olin and President, Global Chlorinated Organics effective October 5, 2015. From December 2013 toOctober 2015, he served as Business President, Global Chlorinated Organics; from 2011 to 2013, he was the business leader for Global Chlorinated Organics andPlastics additives businesses, all at TDCC. He retained the Plastics Additives leadership role after TDCC’s acquisition of Rohm and Haas in 2009. From 2008 to2009, he served as the Vice President of Plastic Additives for Rohm and Haas. Prior to Rohm and Haas, he held multiple roles of increasing responsibilities at TheBOC Group and The ICI Group with the last role being Vice President of ICI and Senior Vice President, Uniqema Americas.John L. McIntosh was appointed Executive Vice President, Chemicals and Ammunition effective October 5, 2015. From May 2014 until October 4, 2015,he served as Senior Vice President, Chemicals; from January 2011 until April 2014, he served as Senior Vice President, Operations; and from October 2010 untilDecember 2010, he served as Senior Vice President, Chemicals, all at Olin.Thomas J. O’Keefe assumed his current duties on April 28, 2011 and was appointed Vice President of Olin and President, Winchester effective April 26,2012. From 2010 to 2011, he served as President, Winchester; from 2008 to 2010, he served as Vice President, Operations and Planning; and from 2006 to 2008 hewas Vice President, Manufacturing Operations, in each case, at Winchester. From 2001 to 2006, he was Vice President, Manufacturing and Engineering for Olin’sformer Brass Division.John M. Sampson was appointed Vice President of Olin and Vice President, Manufacturing and Engineering, Chlor Alkali Vinyls, Epoxy and GlobalChlorinated Organics effective October 5, 2015. From February 2014 to October 2015, he served as Vice President, Dow Chlorine Products Operations; fromNovember 2012 to February 2014, he served as Vice President of Environmental, Health, & Safety Operations; from 2011 to 2012, he served as ManufacturingVice President for Chemicals & Energy; and from 2007 to 2011, he served as Global Business Director for Chlor-Alkali, all at TDCC. His career began at TDCCin 1983.Todd A. Slater was appointed Vice President and Chief Financial Officer effective May 4, 2014. From October 2010 until May 3, 2014, he served as VicePresident, Finance and Controller; and from May 2005 until September 2010, he served as Vice President and Controller, all at Olin.Randee N. Sumner was appointed Vice President and Controller effective May 4, 2014. From December 2012 until April 2014, she served as DivisionFinancial Officer for Chemical Distribution. From 2010 until December 2012, she served as Assistant Controller; from 2008 to 2010, she served as Director,Corporate Accounting and Financial Reporting; and from 2006 to 2008, she served as Manager, Corporate Accounting and Financial Reporting, all at Olin.James A. Varilek was appointed Executive Vice President of Olin and President, Chlor Alkali Vinyls and Services effective October 5, 2015. In November2013, he was named President of the U.S. Chlor Alkali & Vinyl Business and in March 2015, he assumed additional responsibilities as Chief Operating Officer ofDow Chlorine Products; from December 2010 to November 2013, he was Business Vice President for the Dow Services Business, adding Vice President forProcurement in July 2013; from November 2008 to December 2010, he was Vice President for Business Services, Advanced Materials Division; and fromFebruary 2006 to November 2008, he was Vice President of Global Supply Chain, all at TDCC. His career began at TDCC in 1982.24PART IIItem 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIESAs of January 29, 2016 , we had 4,445 record holders of our common stock.Our common stock is traded on the New York Stock Exchange.The high and low sales prices of our common stock during each quarterly period in 2015 and 2014 are listed below. A dividend of $0.20 per common sharewas paid during each of the four quarters in 2015 and 2014 .2015 FirstQuarter SecondQuarter ThirdQuarter FourthQuarterMarket price of common stock per New York Stock Exchange composite transactions High $34.34 $32.56 $27.18 $22.13Low 22.00 26.77 15.73 16.602014 Market price of common stock per New York Stock Exchange composite transactions High $29.18 $29.28 $28.08 $25.97Low 24.51 26.42 25.23 20.43Issuer Purchases of Equity SecuritiesPeriod Total Number of Shares(or Units) Purchased Average PricePaidper Share (or Unit) Total Number of Shares(or Units) Purchased asPart of PubliclyAnnounced Plans orPrograms Maximum Number ofShares (or Units) thatMay Yet Be PurchasedUnder the Plans orProgramsOctober 1-31, 2015 — — — November 1-30, 2015 — — — December 1-31, 2015 — — — Total 6,062,657 (1)(1)On April 24, 2014, we announced a share repurchase program approved by the board of directors for the purchase of up to 8 million shares of common stockthat will terminate on April 24, 2017. Through December 31, 2015 , 1,937,343 shares had been repurchased, and 6,062,657 shares remained available forpurchase under this program. Under the Merger Agreement relating to the Acquisition, we were restricted from repurchasing shares of our common stockprior to the consummation of the merger. For a period of two years subsequent to the Closing Date, we will continue to be subject to certain restrictions onour ability to conduct share repurchases.25Performance GraphThis graph compares the total shareholder return on our common stock with the cumulative total return of the Standard & Poor’s 1000 Index (the S&P 1000)and a customized peer group of five companies comprised of: Orbital ATK, Inc., Axiall, TDCC, Oxy, and Westlake Chemical Corporation.Data is for the five-year period from December 31, 2010 through December 31, 2015. The cumulative return includes reinvestment of dividends. The PeerGroup is weighted in accordance with market capitalization (closing stock price multiplied by the number of shares outstanding) as of the beginning of each of thefive years covered by the performance graph. We calculated the weighted return for each year by multiplying (a) the percentage that each corporation’s marketcapitalization represented of the total market capitalization for all corporations in the Peer Group for such year by (b) the total shareholder return for thatcorporation for such year.26Item 6. SELECTED FINANCIAL DATAFIVE-YEAR SUMMARY 2015 2014 2013 2012 2011Operations ($ and shares in millions, except per share data)Sales $2,854 $2,241 $2,515 $2,185 $1,961Cost of goods sold 2,487 1,853 2,034 1,748 1,574Selling and administration 187 166 190 169 161Restructuring charges 3 16 6 9 11Acquisition-related costs 123 4 — 8 —Other operating income 46 2 1 8 9Earnings of non-consolidated affiliates 2 2 3 3 10Interest expense 97 44 39 26 30Interest and other income (expense) 2 1 — (10) 176Income before taxes from continuing operations 7 163 250 226380Income tax provision 8 58 71 76 138Income (loss) from continuing operations (1) 105 179 150 242Discontinued operations, net — 1 — — —Net (loss) income $(1) $106 $179 $150 $242Financial position Cash and cash equivalents, short-term investments and restricted cash $392 $257 $312 $177 $357Working capital, excluding cash and cash equivalents and short-term investments 394 182 125 150 76Property, plant and equipment, net 3,953 931 988 1,034 885Total assets 9,322 2,698 2,803 2,778 2,450Capitalization: Short-term debt 207 16 13 24 12Long-term debt 3,675 659 678 690 524Shareholders’ equity 2,419 1,013 1,101 998 986Total capitalization $6,301 $1,688 $1,792 $1,712 $1,522Per share data Basic: Continuing operations $(0.01) $1.33 $2.24 $1.87 $3.02Discontinued operations, net — 0.01 — — —Net (loss) income $(0.01) $1.34 $2.24 $1.87 $3.02Diluted: Continuing operations $(0.01) $1.32 $2.21 $1.85 $2.99Discontinued operations, net — 0.01 — — —Net (loss) income $(0.01) $1.33 $2.21 $1.85 $2.99Common Cash Dividends 0.80 0.80 0.80 0.80 0.80Market price of common stock: High 34.34 29.28 29.52 23.48 27.16Low 15.73 20.43 21.29 18.40 16.11Year end 17.26 22.77 28.85 21.59 19.65Other Capital expenditures $131 $72 $91 $256 $201Depreciation and amortization 229 139 135 111 99Common dividends paid 80 63 64 64 64Repurchases of common stock — 65 36 3 4Current ratio 1.7 2.2 2.1 1.7 2.0Total debt to total capitalization 61.6% 40.0% 38.6% 41.7% 35.2%Effective tax rate 120.9% 35.5% 28.6% 33.6% 36.3%Average common shares outstanding - diluted 103.4 79.7 80.9 81.0 80.8Shareholders 4,500 3,600 3,900 4,100 4,400Employees 6,200 3,900 4,100 4,100 3,800Since February 28, 2011, our Selected Financial Data reflects the acquisition of the remaining 50% of the SunBelt Chlor Alkali Partnership, which we referto as SunBelt. Since August 22, 2012, our Selected Financial Data reflects the acquisition of K.A. Steel Chemicals Inc. (KA Steel). Since October 5, 2015, ourSelected Financial Data reflects the operating results of the Acquired Business.27Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSBUSINESS BACKGROUNDWe are a leading vertically-integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. Ouroperations are concentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. All of our business segments are capitalintensive manufacturing businesses. Chlor Alkali Products and Vinyls operating rates are closely tied to the general economy. Each segment has a commodityelement to it, and therefore, our ability to influence pricing is quite limited on the portion of the segment’s business that is strictly commodity. Our Chlor Alkali Products and Vinyls segment is a commodity business where all supplier products are similar and price is the major supplier selectioncriterion. We have little or no ability to influence prices in the large, global commodity markets. Our Chlor Alkali Products and Vinyls segment produces some ofthe most widely used chemicals in the world that can be upgraded into a wide variety of downstream chemical products used in many end-markets. Cyclical priceswings, driven by changes in supply/demand, can be abrupt and significant and, given capacity in our Chlor Alkali Products and Vinyls segment, can lead to verysignificant changes in our overall profitability. The Epoxy segment consumes products manufactured by the Chlor Alkali Products and Vinyls segment. While competitive differentiation exists throughdownstream customization and product development opportunities, pricing is extremely competitive with a broad range of competitors across the globe.Winchester also has a commodity element to its business, but a majority of Winchester ammunition is sold as a branded consumer product where there areopportunities to differentiate certain offerings through innovative new product development and enhanced product performance. While competitive pricing versusother branded ammunition products is important, it is not the only factor in product selection.RECENT DEVELOPMENTS AND HIGHLIGHTSAcquisitionOn the Closing Date, we acquired from TDCC the Acquired Business, whose operating results are included in the accompanying financial statements sincethe date of the Acquisition. For segment reporting purposes, the Acquired Business’s Global Epoxy operating results comprise the newly created Epoxy segmentand the Acquired Chlor Alkali Business operating results combined with our former Chlor Alkali Products and Chemical Distribution segments to comprise thenewly created Chlor Alkali Products and Vinyls segment.Under the Merger Agreement dated March 26, 2015, the aggregate purchase price for the Acquired Business was $5,162.2 million , subject to certain post-closing adjustments. The $5,162.2 million consisted of $2,095.0 million of cash and debt transferred to TDCC and approximately 87.5 million shares of Olincommon stock valued at approximately $1,527.4 million , plus the assumption of pension liabilities of approximately $447.1 million and long-term debt of $569.0million . In connection with the Acquisition, TDCC retained liabilities relating to the Acquired Business for litigation, releases of hazardous materials andviolations of environmental law to the extent arising prior to the Closing Date. The value of the common stock was based on the closing stock price on the lasttrading day prior to the Closing Date of $17.46.Certain additional agreements have been entered into, including, among others, an Employee Matters Agreement, a Tax Matters Agreement, site, transitionaland other service agreements, supply and purchase agreements, real estate agreements, technology licenses and intellectual property agreements. Payments ofapproximately $90.2 million , subject to certain post-closing adjustments, will be made related to certain acquisition related liabilities including the estimatedworking capital adjustment. In addition, Olin and TDCC have agreed in connection with the Acquisition to enter into arrangements for the long-term supply ofethylene by TDCC to Olin, pursuant to which, among other things, Olin made upfront payments of $433.5 million in order to receive ethylene at producereconomics and for certain reservation fees for the option to obtain additional future ethylene supply at producer economics.In connection with the Acquisition, we filed a Certificate of Amendment to our Articles of Incorporation to increase the number of authorized shares of Olincommon stock from 120.0 million shares to 240.0 million shares. Olin issued approximately 87.5 million shares of Olin common stock on the Closing Date thatrepresented approximately 53% of the outstanding shares of Olin common stock. Olin’s pre-merger shareholders continued to hold the remaining approximately47% of the outstanding shares of Olin common stock.28We financed the cash and debt portion of the Acquisition with new long-term debt which consisted of $720.0 million aggregate principal amount of 9.75%senior notes due October 15, 2023, $500.0 million aggregate principal amount of 10.00% senior notes due October 15, 2025 and a $1,350.0 million five-year seniorterm loan facility, a portion of which was used to refinance the remaining $146.3 million outstanding on an existing term loan facility. Also in connection with theAcquisition, we obtained a three-year senior term loan facility in an aggregate principal amount of $800.0 million, which was primarily used to refinance existingindebtedness of the Acquired Business outstanding that was assumed by Olin.The Acquired Business’s results of operations have been included in our consolidated results for the period subsequent to the Closing Date. Our results forthe year ended December 31, 2015 include Epoxy sales of $429.6 million and a segment loss of $7.5 million and the Acquired Chlor Alkali Business sales of$373.0 million and segment income of $37.2 million.During 2015, we incurred costs in connection with the Acquisition, including $76.3 million of advisory, legal, accounting, integration and other professionalfees and $30.5 million of financing-related fees. In addition, $47.1 million of costs were incurred as a result of the change in control which created a mandatoryacceleration of expenses under deferred compensation plans as a result of the Acquisition.As a result of the Acquisition, we believe we can generate at least $250 million in annual cost synergies by 2019, or if we are able to increase sales to newthird-party customers and access new product markets as a result of the Acquisition, the potential for additional annual synergies of up to $100 million. We expectto incur $100 million to $150 million in transition-related costs during the first three years and $200 million in incremental capital spending during the first threeyears which we believe are necessary to realize the anticipated synergies.2015 OverviewIn 2015, Chlor Alkali Products and Vinyls generated segment income of $115.5 million for 2015 compared to $130.1 million for 2014. Chlor AlkaliProducts and Vinyls segment income was lower than the prior year due to decreased chlorine, caustic soda, potassium hydroxide and hydrochloric acid volumesand lower product prices. These decreases were partially offset by the contributions of the Acquired Chlor Alkali Business, lower operating costs, primarily due tolower energy costs, and insurance recoveries. Chlor Alkali Products and Vinyls segment income also included $6.7 million of additional costs of goods sold relatedto the fair value adjustment related to the preliminary purchase accounting for inventory. The lower product prices were predominantly due to caustic soda,partially offset by higher chlorine prices. The insurance recoveries represent reimbursement of costs incurred and expensed in prior periods, primarily related to theportion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014. Chlor Alkali Products and Vinyls segment income includeddepreciation and amortization expense of $186.1 million and $119.4 million for 2015 and 2014, respectively.Epoxy segment loss for 2015 was $7.5 million , respectively, which represent the segment’s operating results from the Closing Date through December 31,2015. Epoxy segment loss included $17.3 million of additional costs of goods sold related to the fair value adjustment related to the preliminary purchaseaccounting for inventory. Epoxy segment loss included depreciation and amortization expense of $20.9 million for 2015.Winchester reported segment income of $115.6 million for 2015 compared to $127.3 million for 2014. The decrease in segment income in 2015 comparedto 2014 reflects lower volumes and a less favorable product mix for pistol and shotshell ammunition and lower product pricing. These decreases were partiallyoffset by decreased commodity and other material costs. Winchester’s segment income included depreciation and amortization expense of $17.4 million and $16.3million for 2015 and 2014, respectively.Other operating income in 2015 included insurance recoveries for property damage and business interruption of $42.3 million related to the portion of theBecancour, Canada chlor alkali facility that has been shut down since late June 2014 and $3.7 million related to the McIntosh, AL chlor alkali facility.29PENSION AND POSTRETIREMENT BENEFITSUnder ASC 715, we recorded an after-tax charge of $78.8 million ( $125.3 million pretax) to shareholders’ equity as of December 31, 2015 for our pensionand other postretirement plans. This charge reflected unfavorable performance on plan assets during 2015 , partially offset by a 50 -basis point increase in thedomestic pension plans’ discount rate. In 2014, we recorded an after-tax charge of $86.6 million ($142.0 million pretax) to shareholders’ equity as of December31, 2014 for our pension and other postretirement plans. This charge reflected a 60 -basis point decrease in the plans’ discount rate and the negative impact of thenewly mandated mortality tables, partially offset by favorable performance on plan assets during 2014. Our benefit obligation as of December 31, 2014 increasedapproximately $90 million pretax as a result of the newly mandated mortality tables. In 2013, we recorded an after-tax charge of $7.7 million ($12.5 million pretax)to shareholders’ equity as of December 31, 2013 for our pension and other postretirement plans. This charge reflected unfavorable performance on plan assetsduring 2013, partially offset by a 60-basis point increase in the plans’ discount rate. The non-cash charges to shareholders’ equity do not affect our ability toborrow under our senior credit facility.Effective as of the Closing Date, we changed the approach used to measure service and interest costs for our defined benefit pension plans and on December31, 2015 changed this approach for our other postretirement benefits. Prior to the Closing Date, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. Subsequent to the Closing Date for our defined benefit pension plans andbeginning in 2016 for our other postretirement benefits, we elected to measure service and interest costs by applying the specific spot rates along the yield curve tothe plans’ estimated cash flows. We believe the new approach provides a more precise measurement of service and interest costs by aligning the timing of theplans’ liability cash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our plan obligations. We haveaccounted for this change as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis.During the fourth quarter of 2014, the SOA issued the final report of its mortality tables and mortality improvement scales. The updated mortality datareflected increasing life expectancies in the U.S. During the third quarter of 2012, the MAP-21 became law. The law changed the mechanism for determininginterest rates to be used for calculating minimum defined benefit pension plan funding requirements. Interest rates are determined using an average of rates for a25-year period, which can have the effect of increasing the annual discount rate, reducing the defined benefit pension plan obligation, and potentially reducing oreliminating the minimum annual funding requirement. The law also increased premiums paid to the PBGC. During the third quarter of 2014, HATFA 2014 becamelaw, which includes an extension of MAP-21’s defined benefit plan funding stabilization relief.As of the Closing Date and as part of the Acquisition, our U.S. qualified defined benefit pension plan assumed certain U.S. qualified defined benefit pensionobligations and assets related to active employees and certain terminated, vested retirees of the Acquired Business with an estimated net liability of $286.5 million,subject to certain post-closing adjustments. In connection therewith, pension assets will be transferred from TDCC’s U.S. qualified defined benefit pension plans toour U.S. qualified defined benefit pension plan. Immediately prior to the Acquisition, the Acquired Business’s participant accounts assumed in the Acquisitionwere closed to new participants and were no longer accruing additional benefits.Based on our plan assumptions and estimates, we will not be required to make any cash contributions to the domestic qualified defined benefit pension planat least through 2016 .As of the Closing Date, we assumed certain accrued defined benefit pension liabilities relating to employees of TDCC in Germany, Switzerland and otherinternational locations who transferred to Olin in connection with the Acquisition. The estimated net liability assumed as of the Closing Date was $160.6 million,subject to post-closing adjustments. We also have a small Canadian defined benefit pension liability. In connection with international qualified defined benefitpension plans, we made cash contributions of $0.9 million , 0.8 million and $1.0 million in 2015, 2014, and 2013, respectively, and we anticipate less than $5million of cash contributions to international qualified defined benefit pension plans in 2016 . At December 31, 2015 , the projected benefit obligation of $2,680.8 million exceeded the market value of assets in our qualified defined benefit pensionplans by $644.3 million , as calculated under ASC 715.30Components of net periodic benefit costs (income) were: Years ended December 31, 2015 2014 2013 ($ in millions)Pension costs (benefits)$18.7 $(25.0) $(20.5)Other postretirement benefits6.7 6.6 7.5For the year ended December 31, 2015, pension costs included $47.1 million of costs incurred as a result of the change in control which created a mandatoryacceleration of expenses under our domestic non-qualified pension plan as a result of the Acquisition.For both the years ended December 31, 2015 and 2014, we recorded a curtailment charge of $0.2 million associated with permanently closing a portion ofthe Becancour, Canada chlor alkali facility that has been shut down since late June 2014. These charges were included in restructuring charges.The service cost and the amortization of prior service cost components of pension expense related to employees of the operating segments are allocated tothe operating segments based on their respective estimated census data.31CONSOLIDATED RESULTS OF OPERATIONS Years ended December 31, 2015 2014 2013 ($ in millions, except per share data)Sales$2,854.4 $2,241.2 $2,515.0Cost of goods sold2,486.8 1,853.2 2,033.7Gross margin367.6 388.0 481.3Selling and administration186.5 166.2 190.0Restructuring charges2.7 15.7 5.5Acquisition-related costs123.4 4.2 —Other operating income45.7 1.5 0.7Operating income100.7 203.4 286.5Earnings of non-consolidated affiliates1.7 1.7 2.8Interest expense97.0 43.8 38.6Interest income1.1 1.3 0.6Other income (expense)0.2 0.1 (1.3)Income from continuing operations before taxes6.7 162.7 250.0Income tax provision8.1 57.7 71.4Income (loss) from continuing operations(1.4) 105.0 178.6Income from discontinued operations, net— 0.7 —Net (loss) income$(1.4) $105.7 $178.6Net (loss) income per common share: Basic (loss) income per common share: Income (loss) from continuing operations$(0.01) $1.33 $2.24Income from discontinued operations, net— 0.01 —Net (loss) income$(0.01) $1.34 $2.24Diluted (loss) income per common share: Income (loss) from continuing operations$(0.01) $1.32 $2.21Income from discontinued operations, net— 0.01 —Net (loss) income$(0.01) $1.33 $2.212015 Compared to 2014Sales for 2015 were $2,854.4 million compared to $2,241.2 million last year, an increase of $613.2 million , or 27% . Sales of the Acquired Business were$802.6 million. Chlor Alkali Products and Vinyls sales generated from legacy businesses decreased by $162.4 million primarily due to lower chlorine, caustic soda,potassium hydroxide and hydrochloric acid volumes and lower product prices, predominantly caustic soda partially offset by higher chlorine prices. Winchestersales decreased by $27.0 million primarily due to lower shipments to commercial customers, partially offset by increased shipments to military customers.Gross margin decreased $20.4 million , or 5% , from 2014. Gross margin of the Acquired Business was $52.8 million, which included additional costs ofgoods sold of $24.0 million related to the fair value adjustment related to the preliminary purchase accounting for inventory. Chlor Alkali Products and Vinylsgross margin from our legacy business declined $55.4 million, primarily due to decreased chlorine, caustic soda, potassium hydroxide and hydrochloric acidvolumes and lower product prices, partially offset by lower operating costs and property damage and business interruption insurance recoveries. The lower productprices were predominantly due to caustic soda and bleach, partially offset by higher chlorine prices. Winchester gross margin was lower by $12.1 million primarilydue to lower volumes and a less favorable product mix for pistol and shotshell ammunition, partially offset by decreased commodity and other material costs. Grossmargin was also negatively impacted by higher environmental costs of $7.5 million. Gross margin as a percentage of sales was 13% in 2015 and 17% in 2014.32Selling and administration expenses in 2015 increased $20.3 million , or 12% , from 2014, primarily due to selling and administration costs of the AcquiredBusiness of $25.4 million and an increase in stock-based compensation expense of $3.2 million, which includes mark-to-market adjustments, partially offset bydecreased consulting fees of $4.8 million and lower legal and legal-related settlement expenses of $4.3 million. Selling and administration expenses as a percentageof sales were 7% for both 2015 and 2014.Restructuring charges in 2015 and 2014 of $2.7 million and $15.7 million, respectively, were associated with permanently closing a portion of theBecancour, Canada chlor alkali facility and the ongoing relocation of our Winchester centerfire ammunition manufacturing operations from East Alton, IL toOxford, MS. Restructuring charges in 2014 were also associated with exiting the use of mercury cell technology in the chlor alkali manufacturing process.Acquisition-related costs for the years ended December 31, 2015 and 2014 were associated with the Acquisition. For the year ended December 31, 2015acquisition-related costs included $47.1 million of costs incurred as a result of the change in control which created a mandatory acceleration of expenses underdeferred compensation plans. For the years ended December 31, 2015 and 2014 acquisition-related costs also included $76.3 million and $4.2 million, respectively,for advisory, legal, accounting, integration and other professional fees.Other operating income in 2015 included insurance recoveries for property damage and business interruption of $42.3 million related to the portion of theBecancour, Canada chlor alkali facility that has been shut down since late June 2014 and $3.7 million related to the McIntosh, AL chlor alkali facility. Otheroperating income in 2014 included a gain of $1.0 million for the resolution of a contract matter.Interest expense increased by $53.2 million in 2015 due to acquisition financing expenses of $30.5 million primarily for the Bridge Financing associatedwith the Acquisition, a higher level of debt outstanding due to the financing of the Acquisition and higher interest rates. This increase was partially offset by $9.5million related to the call premium and the write-off of unamortized deferred debt issuance costs associated with the redemption of our $150.0 million 8.875%senior notes (2019 Notes) that occurred in August 2014.The effective tax rate from continuing operations for 2015 included $8.9 million of expense associated with certain transaction costs related to theAcquisition that are not deductible for U.S. tax purposes and $8.6 million of expense associated with incremental U.S. tax on foreign earnings. These items werepartially offset by $8.7 million of benefit associated with foreign earnings taxed at a lower rate than the U.S. statutory rate and $2.6 million of benefit associatedwith salt depletion deductions. After giving consideration to these four items of $6.2 million, the effective tax rate from continuing operations for 2015 of 28.4%was lower than the 35% U.S. federal statutory rate, primarily due to favorable permanent tax deduction items, such as the domestic manufacturing deduction andtax deductible dividends paid to the Contributing Employee Ownership Plan (CEOP). The effective tax rate from continuing operations for 2014 included $1.2million of benefit associated with the return to provision adjustment for the finalization of our 2013 U.S. federal and state income tax returns and $0.7 million ofbenefit associated with the expiration of the statutes of limitations in federal and state jurisdictions. These items were partially offset by $0.8 million of expenseassociated with increases in valuation allowances on certain state tax credit balances primarily associated with a change in state tax law and $0.6 million of expenserelated to the remeasurement of deferred taxes due to an increase in state effective tax rates. After giving consideration to these four items of $0.5 million, theeffective tax rate from continuing operations for 2014 of 35.8% was slightly higher than the 35% U.S. federal statutory rate, primarily due to state income taxes netof utilization of certain state tax credits, partially offset by favorable permanent tax deduction items, such as the domestic manufacturing deduction and taxdeductible dividends paid to the CEOP.2014 Compared to 2013Sales for 2014 were $2,241.2 million compared to $2,515.0 million in 2013, a decrease of $273.8 million, or 11%. Chlor Alkali Products and Vinyls salesdecreased by $234.6 million primarily due to lower product prices, predominantly caustic soda, and decreased chlorine and caustic soda volumes, partially offsetby increased shipments of hydrochloric acid and potassium hydroxide. Winchester sales decreased by $39.2 million primarily due to decreased shipments ofshotshell and rifle ammunition, partially offset by increased shipments of pistol ammunition to domestic commercial customers. The decreased commercialvolumes were partially offset by higher selling prices and increased shipments to international and other customers.33Gross margin decreased $93.3 million, or 19%, from 2013. Chlor Alkali Products and Vinyls gross margin decreased by $86.0 million, primarily due tolower product prices, predominantly caustic soda, and decreased chlorine and caustic soda volumes, which were partially offset by decreased operating costs andincreased shipments of hydrochloric acid and potassium hydroxide. Winchester gross margin was lower by $14.2 million primarily due to decreased shipments ofshotshell and rifle ammunition to domestic commercial customers, which was partially offset by higher selling prices. Gross margin as a percentage of sales was17% in 2014 and 19% in 2013.Selling and administration expenses in 2014 decreased $23.8 million, or 13%, from 2013, primarily due to decreased management incentive compensationexpense of $18.1 million, which includes mark-to-market adjustments on stock-based compensation, decreased legal and legal-related settlement expenses of $17.1million and decreased non-income tax expense of $3.7 million. These decreases were partially offset by the recovery of legacy legal costs of $13.9 million during2013 and increased consulting fees of $1.3 million. Selling and administration expenses as a percentage of sales were 7% in 2014 and 8% in 2013.Restructuring charges in 2014 included $10.0 million associated with permanently closing a portion of the Becancour, Canada chlor alkali facility.Restructuring charges in 2014 and 2013 also included $5.7 million and $5.5 million, respectively, associated with exiting the use of mercury cell technology in thechlor alkali manufacturing process and the ongoing relocation of our Winchester centerfire ammunition manufacturing operations from East Alton, IL to Oxford,MS.Acquisition-related costs for the year ended December 31, 2014 were associated with the Acquisition. For the year ended December 31, 2014 acquisition-related costs included advisory, legal, accounting, integration and other professional fees.Other operating income in 2014 included a gain of $1.0 million for the resolution of a contract matter. Other operating income in 2013 included a gain of$1.5 million on the sale of two former manufacturing sites.Interest expense increased by $5.2 million in 2014, primarily due to the call premium and the write-off of unamortized deferred debt issuance costs andunamortized discount of $9.5 million associated with the redemption of the 2019 Notes and a decrease in capitalized interest of $0.9 million primarily due to thecompletion of the low salt, high strength bleach facility and hydrochloric acid expansion project at our Henderson, NV chlor alkali site in the first quarter of 2013.These increases were partially offset by lower interest rates.Other income (expense) in 2013 included $7.9 million of expense for our earn out liability from the SunBelt acquisition and a gain of $6.5 million on thesale of our equity interest in a bleach joint venture.The effective tax rate from continuing operations for 2014 included $1.2 million of benefit associated with the return to provision adjustment for thefinalization of our 2013 U.S. federal and state income tax returns and $0.7 million of benefit associated with the expiration of the statutes of limitations in federaland state jurisdictions. These items were partially offset by $0.8 million of expense associated with increases in valuation allowances on certain state tax creditbalances primarily associated with a change in state tax law and $0.6 million of expense related to the remeasurement of deferred taxes due to an increase in stateeffective tax rates. After giving consideration to these four items of $0.5 million, the effective tax rate from continuing operations for 2014 of 35.8% was slightlyhigher than the 35% U.S. federal statutory rate, primarily due to state income taxes net of utilization of certain state tax credits, partially offset by favorablepermanent tax deduction items, such as the domestic manufacturing deduction and tax deductible dividends paid to the CEOP. The effective tax rate fromcontinuing operations for 2013 included $11.4 million of benefit associated with the expiration of the statutes of limitations in federal and state jurisdictions, $8.3million of benefit associated with reductions in valuation allowances on our capital loss carryforwards and $1.9 million of benefit associated with the ResearchCredit. These items were partially offset by $1.8 million of expense associated with changes in tax contingencies and $1.3 million of expense associated withincreases in valuation allowances on certain state tax credit carryforwards. After giving consideration to these five items of $18.5 million, the effective tax ratefrom continuing operations for 2013 of 36.0% was slightly higher than the 35% U.S. federal statutory rate, primarily due to state income taxes net of utilization ofcertain state tax credits, partially offset by favorable permanent tax deduction items, such as the domestic manufacturing deduction and tax deductible dividendspaid to the CEOP.Income from discontinued operations, net for the year ended December 31, 2014 included an after tax gain of $0.7 million ($4.6 million pretax) for thefavorable resolution of certain indemnity obligations related to our Metals business sold in 2007.34SEGMENT RESULTSWe define segment results as income (loss) from continuing operations before interest expense, interest income, other operating income, other income(expense) and income taxes, and include the results of non-consolidated affiliates. Consistent with the guidance in ASC 280 “Segment Reporting” (ASC 280), wehave determined it is appropriate to include the operating results of non-consolidated affiliates in the relevant segment financial results. Beginning in the fourthquarter of 2015, we modified our reportable segments due to changes in our organization resulting from the Acquisition. We have three operating segments: ChlorAlkali Products and Vinyls, Epoxy and Winchester. For segment reporting purposes, the Acquired Business’s Global Epoxy operating results comprise the newlycreated Epoxy segment and the Acquired Chlor Alkali Business operating results combined with our former Chlor Alkali Products and Chemical Distributionsegments comprise the newly created Chlor Alkali Products and Vinyls segment. The new reporting structure has been retrospectively applied to financial resultsfor all periods presented. The three operating segments reflect the organization used by our management for purposes of allocating resources and assessingperformance. Chlorine used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment. Sales and profits are recognized in theChlor Alkali Products and Vinyls segment for all caustic soda generated and sold by Olin. Years ended December 31, 2015 2014 2013Sales:($ in millions)Chlor Alkali Products and Vinyls$1,713.4 $1,502.8 $1,737.4Epoxy429.6 — —Winchester711.4 738.4 777.6Total sales$2,854.4 $2,241.2 $2,515.0Income (loss) from continuing operations before taxes: Chlor Alkali Products and Vinyls (1)$115.5 $130.1 $213.5Epoxy(7.5) — —Winchester115.6 127.3 143.2Corporate/Other: Pension income (2)35.2 32.4 26.6Environmental expense (3)(15.7) (8.2) (10.2)Other corporate and unallocated costs(60.3) (58.1) (79.0)Restructuring charges (4)(2.7) (15.7) (5.5)Acquisition-related costs (5)(123.4) (4.2) —Other operating income (6)45.7 1.5 0.7Interest expense (7)(97.0) (43.8) (38.6)Interest income1.1 1.3 0.6Other income (expense) (8)0.2 0.1 (1.3)Income from continuing operations before taxes$6.7 $162.7 $250.0(1)Earnings of non-consolidated affiliates are included in the Chlor Alkali Products and Vinyls segment results consistent with management’s monitoring ofthe operating segment. The earnings from non-consolidated affiliates were $1.7 million , $1.7 million and $2.8 million for the years ended 2015, 2014 and2013, respectively. During October 2013, we sold our equity interest in a bleach joint venture.(2)The service cost and the amortization of prior service cost components of pension expense related to the employees of the operating segments are allocatedto the operating segments based on their respective estimated census data. All other components of pension costs are included in corporate/other andinclude items such as the expected return on plan assets, interest cost and recognized actuarial gains and losses.(3)Environmental expense for the years ended 2014 and 2013 included $1.4 million and $1.3 million, respectively, of recoveries from third parties for costsincurred and expensed in prior periods. Environmental expense is included in cost of goods sold in the consolidated statements of operations.35(4)Restructuring charges for the year ended 2015 were associated with permanently closing a portion of the Becancour, Canada chlor alkali facility and theongoing relocation of our Winchester centerfire ammunition manufacturing operations from East Alton, IL to Oxford, MS. Restructuring charges for theyears ended 2014 and 2013 were associated with exiting the use of mercury cell technology in the chlor alkali manufacturing process and the ongoingrelocation of our Winchester centerfire ammunition manufacturing operations from East Alton, IL to Oxford, MS. Restructuring charges in 2014 were alsoassociated with permanently closing a portion of the Becancour, Canada chlor alkali facility.(5)Acquisition-related costs in 2015 and 2014 were related to the Acquisition. For the years ended December 31, 2015 and 2014 acquisition-related costsincluded advisory, legal, accounting, integration and other professional fees. For the year ended December 31, 2015 acquisition-related costs also includedcosts incurred as a result of the change in control which created a mandatory acceleration of expenses under deferred compensation plans.(6)Other operating income in 2015 included insurance recoveries for property damage and business interruption of $42.3 million related to the portion of theBecancour, Canada chlor alkali facility that has been shut down since late June 2014 and $3.7 million related to the McIntosh, AL chlor alkali facility. Otheroperating income for the year ended 2014 included a gain of $1.0 million for the resolution of a contract matter. Other operating income for the year ended2013 included a gain of $1.5 million on the sale of two former manufacturing sites.(7)Interest expense for the year ended December 31, 2015 included acquisition financing expenses of $30.5 million primarily for the Bridge Financingassociated with the Acquisition. Interest expense for the year ended December 31, 2014 included $9.5 million for the call premium and the write-off ofunamortized deferred debt issuance costs and unamortized discount associated with the redemption of our 2019 Notes, which would have matured onAugust 15, 2019. Interest expense was reduced by capitalized interest of $1.1 million, $0.2 million and $1.1 million for the years ended 2015, 2014 and2013, respectively.(8)Other income (expense) for the year ended 2013 included $7.9 million of expense for our earn out liability from the SunBelt acquisition and a gain of $6.5million on the sale of our equity interest in a bleach joint venture.Chlor Alkali Products and Vinyls2015 Compared to 2014Chlor Alkali Products and Vinyls sales for 2015 were $1,713.4 million compared to $1,502.8 million for 2014, an increase of $210.6 million , or 14% . Thesales increase was primarily due to the inclusion of the Acquired Chlor Alkali Business ( $373.0 million ), partially offset by lower product prices ($39.3 million)and lower volumes of chlorine and caustic soda ($96.9 million), potassium hydroxide ($17.3 million) and hydrochloric acid ($9.4 million). The lower productprices were predominantly due to caustic soda and bleach prices, partially offset by increased chlorine prices.Chlor Alkali Products and Vinyls generated segment income of $115.5 million for 2015 compared to $130.1 million for 2014, a decrease of $14.6 million ,or 11% . Chlor Alkali Products and Vinyls segment income was lower primarily due to decreased volumes ($56.9 million) and lower product prices ($39.3million). These decreases were partially offset by the contributions of the Acquired Chlor Alkali Business ( $37.2 million ), lower operating costs ($22.1 million),primarily due to lower energy costs, insurance recoveries ($11.4 million) and reduced costs associated with material purchased from other parties ($10.9 million).Segment income also included $6.7 million of additional costs of goods sold related to the fair value adjustment related to the preliminary purchase accounting forinventory. The decreased volumes were primarily due to chlorine and caustic soda, potassium hydroxide and hydrochloric acid. The lower product prices werepredominantly due to lower caustic soda and bleach prices, partially offset by increased chlorine prices. The insurance recoveries represent reimbursement of costsincurred and expensed in prior periods primarily related to the portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014.Chlor Alkali Products and Vinyls segment income included depreciation and amortization expense of $186.1 million and $119.4 million for 2015 and 2014,respectively.362014 Compared to 2013Chlor Alkali Products and Vinyls sales for 2014 were $1,502.8 million compared to $1,737.4 million for 2013, a decrease of $234.6 million , or 14% . Thesales decrease was primarily due to lower shipments of chlorine and caustic soda ($157.1 million) and lower product prices ($112.3 million), predominantly causticsoda. These decreases were partially offset by increased shipments of hydrochloric acid ($23.2 million) and potassium hydroxide ($15.5 million). Our operatingrates were 80% in 2014 and 84% in 2013. The lower operating rate in 2014 was affected by planned and unplanned customer outages in the second half of 2014.Chlor Alkali Products and Vinyls generated segment income of $130.1 million for 2014 compared to $213.5 million for 2013, a decrease of $83.4 million. Chlor Alkali Products and Vinyls segment income was lower primarily due to lower product prices ($112.3 million), predominantly caustic soda, decreasedvolumes ($19.4 million), primarily chlorine and caustic soda, which were partially offset by increased shipments of hydrochloric acid and potassium hydroxide,and the recognition of a favorable contract settlement during 2013 ($11.0 million). These decreases were partially offset by reduced costs associated with materialpurchased from other parties ($38.7 million) and lower operating costs ($20.6 million), primarily related to cost reduction efforts that were implemented during2014.EpoxyEpoxy sales and segment loss for 2015 were $429.6 million and $7.5 million , respectively, which represent the segment’s operating results from the ClosingDate through December 31, 2015. Epoxy segment income included $17.3 million of additional costs of goods sold related to the fair value adjustment related tothe preliminary purchase accounting for inventory. Epoxy segment income included depreciation and amortization expense of $20.9 million for 2015.Winchester2015 Compared to 2014Winchester sales were $711.4 million for 2015 compared to $738.4 million for 2014, a decrease of $27.0 million , or 4% . The sales decrease was primarilydue to lower shipments of ammunition to domestic and international commercial customers ($26.2 million), law enforcement agencies ($12.7 million) andindustrial customers ($1.2 million). These decreases were partially offset by increased shipments to military customers ($13.1 million).Winchester reported segment income of $115.6 million for 2015 compared to $127.3 million for 2014, a decrease of $11.7 million , or 9% . The decrease insegment income in 2015 compared to 2014 reflected the impact of decreased volumes and a less favorable product mix for pistol and shotshell ammunition ($16.3million), lower selling prices ($7.7 million) and higher operating costs ($1.0 million), which include the impact of decreased costs associated with our newcenterfire operation in Oxford, MS ($10.9 million). These decreases were partially offset by lower commodity and other material costs ($13.3 million). Winchestersegment income included depreciation and amortization expense of $17.4 million and $16.3 million for 2015 and 2014, respectively.2014 Compared to 2013Winchester sales were $738.4 million for 2014 compared to $777.6 million for 2013, a decrease of $39.2 million , or 5% . Sales of ammunition to domesticcommercial customers were lower ($61.8 million), primarily due to a lower level of demand for shotshell and rifle ammunition, partially offset by higher pistolammunition. Beginning with the third quarter of 2014, Winchester began to experience a decline in commercial demand from the 2013 levels. This decrease waspartially offset by increased shipments to international customers ($11.8 million), law enforcement agencies ($7.7 million), industrial customers ($2.4 million),who primarily supply the construction sector, and military customers ($0.7 million).Winchester reported segment income of $127.3 million for 2014 compared to $143.2 million for 2013, a decrease of $15.9 million , or 11% . The decreasein segment income in 2014 compared to 2013 reflected the impact of decreased volumes ($29.6 million), primarily due to a lower level of demand for shotshell andrifle ammunition, and higher commodity and other material costs ($4.9 million). These decreases were partially offset by higher selling prices ($17.0 million) andlower operating costs ($1.6 million), which include the impact of decreased costs associated with the ongoing relocation of our centerfire ammunitionmanufacturing operations to Oxford, MS ($7.4 million).37Corporate/Other2015 Compared to 2014For 2015, pension income included in corporate/other, excluding the impact of the change in control which created a mandatory acceleration of expensesunder deferred compensation plans associated with the Acquisition, was $35.2 million compared to $32.4 million for 2014. On a total company basis, definedbenefit pension expense was $18.7 million which includes the impact of the change in control which created a mandatory acceleration of expenses under deferredcompensation plans of $47.1 million associated with the Acquisition, and was included in acquisition-related costs. On a total company basis, defined benefitpension income without this charge, was $28.4 million for 2015 compared to $25.0 million for 2014. For the years ended December 31, 2015 and 2014, pensionincome included a curtailment charge of $0.1 million and $0.2 million, respectively, associated with permanently closing a portion of the Becancour, Canada chloralkali facility that has been shut down since late June 2014. These charges were included in restructuring charges.Charges to income for environmental investigatory and remedial activities were $15.7 million for 2015 compared to $8.2 million for 2014 which included$1.4 million of recoveries from third parties for costs incurred and expensed in prior periods. Without these recoveries, charges to income for environmentalinvestigatory and remedial activities would have been $9.6 million for 2014. These charges related primarily to expected future investigatory and remedialactivities associated with past manufacturing operations and former waste disposal sites.For 2015, other corporate and unallocated costs were $60.3 million compared to $58.1 million for 2014, an increase of $2.2 million, or 4%. The increasewas primarily due to increased stock-based compensation expense of $3.2 million, which includes mark-to-market adjustments, higher non-income tax expense of$2.2 million and increased audit fees of $2.2 million. These increases were partially offset by decreased legal and legal-related settlement expenses of $5.8 million.2014 Compared to 2013For 2014, pension income included in corporate/other was $32.4 million compared to $26.6 million for 2013. On a total company basis, defined benefitpension income for 2014 was $25.0 million compared to $20.5 million for 2013. Pension income for 2014 included a curtailment charge of $0.2 million associatedwith permanently closing a portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014. This charge was included inrestructuring charges for 2014.Charges to income for environmental investigatory and remedial activities were $8.2 million for 2014 compared to $10.2 million for 2013, which included$1.4 million and $1.3 million, respectively, of recoveries from third parties for costs incurred and expensed in prior periods. Without these recoveries, charges toincome for environmental investigatory and remedial activities would have been $9.6 million for 2014 compared to $11.5 million for 2013. These charges relatedprimarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.For 2014, other corporate and unallocated costs were $58.1 million compared to $79.0 million for 2013, a decrease of $20.9 million, or 26%. The decreasewas primarily due to lower stock-based compensation expense of $13.9 million, which includes mark-to-market adjustments, decreased legal and legal-relatedsettlement expenses of $12.8 million, decreased non-income tax expense of $3.7 million and lower insurance costs of $2.1 million. These decreases were partiallyoffset by the recovery of legacy legal costs of $13.9 million during 2013.RestructuringsOn December 12, 2014, we announced that we had made the decision to permanently close the portion of the Becancour, Canada chlor alkali facility thathas been shut down since late June 2014. This action reduced the facility’s chlor alkali capacity by 185,000 tons. Subsequent to the shut down, the plantpredominantly focuses on bleach and hydrochloric acid, which are value-added products, as well as caustic soda. In the fourth quarter of 2014, we recorded pretaxrestructuring charges of $10.0 million for the write-off of equipment and facility costs, employee severance and related benefit costs, and lease and other contracttermination costs related to these actions. For the year ended December 31, 2015, we recorded pretax restructuring charges of $2.0 million for the write-off ofequipment and facility costs, lease and other contract termination costs and facility exit costs. We expect to incur additional restructuring charges through 2016 ofapproximately $4 million related to the shut down of this portion of the facility.38On December 9, 2010, our board of directors approved a plan to eliminate our use of mercury in the manufacture of chlor alkali products. Under the plan,the 260,000 tons of mercury cell capacity at our Charleston, TN facility was converted to 200,000 tons of membrane capacity capable of producing both potassiumhydroxide and caustic soda. The board of directors also approved plans to reconfigure our Augusta, GA facility to manufacture bleach and distribute caustic soda,while discontinuing chlor alkali manufacturing at this site. The completion of these projects eliminated our chlor alkali production using mercury cell technology.For the years ended December 31, 2014 and 2013 , we recorded pretax restructuring charges of $3.8 million and $3.7 million , respectively, for employee severanceand related benefit costs, employee relocation costs, facility exit costs, write-off of equipment and facility costs and lease and other contract termination costsrelated to these actions.On November 3, 2010, we announced that we had made the decision to relocate the Winchester centerfire pistol and rifle ammunition manufacturingoperations from East Alton, IL to Oxford, MS. This relocation, when completed, is forecast to reduce Winchester’s annual operating costs by approximately $35million to $40 million . Consistent with this relocation decision in 2010, we initiated an estimated $110 million five-year project, which includes approximately$80 million of capital spending. The capital spending was partially financed by $31 million of grants provided by the State of Mississippi and localgovernments. We currently expect to complete this relocation in the first half of 2016. For the years ended December 31, 2015 , 2014 and 2013 , we recordedpretax restructuring charges of $0.7 million , $1.9 million and $1.8 million , respectively, for employee severance and related benefit costs, employee relocationcosts and facility exit costs related to these actions. We expect to incur additional restructuring charges through 2016 of approximately $1 million related to thetransfer of these operations.2016 OUTLOOKNet income in the first quarter of 2016 is projected to be in the $0.05 to $0.15 per diluted share range, which includes pretax acquisition-related costs ofapproximately $10 million and estimated step-up acquisition depreciation and amortization expense of approximately $35 million. Net income in the first quarter of2015 was $0.17 per diluted share, which included acquisition-related costs of $10.4 million.Chlor Alkali Products and Vinyls first quarter 2016 segment income is expected to improve compared with the fourth quarter of 2015 segment income of$46.6 million. The expected increase in segment income anticipates higher caustic soda prices and improved volumes across the chlorine envelope, which will bepartially offset by increased maintenance turnaround expenses of approximately $10 million. The fourth quarter of 2015 segment income included $6.7 million ofadditional costs of goods sold related to the fair value adjustment related to the preliminary purchase accounting for inventory.Epoxy first quarter 2016 segment income is expected to improve compared to the fourth quarter of 2015 segment loss of $7.5 million. The expected increasein segment income is due to improved volumes across all product lines, which will be partially offset by increased maintenance turnaround expenses ofapproximately $10 million. The fourth quarter of 2015 segment loss included $17.3 million of additional costs of goods sold related to the fair value adjustmentrelated to the preliminary purchase accounting for inventory.Winchester first quarter 2016 segment income is expected to be higher than the $29.8 million of segment income achieved during the first quarter of 2015primarily due to improved sales volumes. Winchester full year 2016 segment income is expected to be higher than the full year 2015 segment income of $115.6million, primarily due to lower operating costs, incremental savings from the Oxford relocation and higher volumes, partially offset by lower pricing. The Oxford,MS relocation project is expected to be completed during the first half of 2016. During 2015, all commercial centerfire pistol and rifle ammunition was produced inOxford. The relocation is forecast to reduce Winchester's annual operating costs by approximately $40 million compared to $35.0 million realized in 2015.We anticipate that full year 2016 Other Corporate Costs, including pension income and environmental costs, to be in the $65 million to $85 million rangecompared to full year 2015 Other Corporate Costs of $40.8 million. The increased corporate infrastructure costs are necessary to support the newly acquired TDCCbusinesses. Fourth quarter of 2015 Other Corporate Costs, including pension income and environmental costs, were $5.0 million.We anticipate first quarter 2016 to include approximately $10 million of acquisition-related integration costs. We anticipate full year 2016 to includeapproximately $40 million of acquisition-related integration costs associated with outside consulting and professional fees and non-recurring personnel related-costs.39We anticipate that full year 2016 charges for environmental investigatory and remedial activities will be in the $15 million to $20 million range. We do notbelieve that there will be recoveries of environmental costs incurred and expensed in prior periods in 2016. In connection with the Acquisition, TDCC has retainedliabilities relating to litigation, releases of hazardous materials and violations of environmental law to the extent arising prior to the Closing Date.We expect qualified defined benefit pension plan income in 2016 to be higher than the 2015 level by approximately $10 million due to the impact of anactuarial change in the calculation of the plan discount rates, partially offset by the costs associated with the acquired plans. Based on our plan assumptions andestimates, we will not be required to make any cash contributions to our domestic qualified defined benefit pension plan in 2016. We do have several internationalqualified defined benefit pension plans to which we anticipate cash contributions of less than $5 million in 2016.We have approximately 60% variable rate debt in our new debt profile. As a result, we are estimating our first quarter 2016 interest rate will be in the 4.5%range. During 2016, a total of $205 million of debt will mature that is expected to be repaid using available cash.In 2016, we expect our capital spending to be in the $300 million to $340 million range, which includes approximately $60 million of synergy-relatedcapital, which we believe is necessary to realize the anticipated synergies. Based on the preliminary valuation of the newly acquired fixed assets and intangibleassets, we estimate our depreciation and amortization expense in 2016 to be in the $490 million to $500 million range, including approximately $145 million ofacquisition step-up depreciation and amortization expense.We currently believe the 2016 effective tax rate will be in the 35% to 38% range.ENVIRONMENTAL MATTERS Years ended December 31, 2015 2014 2013Cash outlays (receipts):($ in millions)Remedial and investigatory spending (charged to reserve)$14.1 $14.9 $12.4Recoveries from third parties— (1.4) (1.3)Capital spending2.0 2.7 0.9Plant operations (charged to cost of goods sold)71.9 24.2 25.4Total cash outlays$88.0 $40.4 $37.4Cash outlays for remedial and investigatory activities associated with former waste sites and past operations were not charged to income but instead werecharged to reserves established for such costs identified and expensed to income in prior years. Cash outlays for normal plant operations for the disposal of wasteand the operation and maintenance of pollution control equipment and facilities to ensure compliance with mandated and voluntarily imposed environmentalquality standards were charged to income.Total environmental-related cash outlays in 2015 were higher than 2014 primarily due to environmental spending for plant operations related to theAcquired Business. In connection with the Acquisition, TDCC retained liabilities relating to releases of hazardous materials and violations of environmental law tothe extent arising prior to the Closing Date. Total environmental-related cash outlays for 2016 are estimated to be approximately $240 million, of whichapproximately $20 million is expected to be spent on investigatory and remedial efforts, approximately $10 million on capital projects and approximately $210million on normal plant operations. Remedial and investigatory spending is anticipated to be higher in 2016 than 2015 due to the timing of continuing remedialaction plans and investigations. Historically, we have funded our environmental capital expenditures through cash flow from operations and expect to do so in thefuture.Annual environmental-related cash outlays for site investigation and remediation, capital projects and normal plant operations are expected to range between$230 million to $250 million over the next several years, $15 million to $25 million of which is for investigatory and remedial efforts, which are expected to becharged against reserves recorded on our consolidated balance sheet. While we do not anticipate a material increase in the projected annual level of ourenvironmental-related cash outlays for site investigation and remediation, there is always the possibility that such an increase may occur in the future in view of theuncertainties associated with environmental exposures.40Our liabilities for future environmental expenditures were as follows: December 31, 2015 2014 2013 ($ in millions)Beginning balance$138.3 $144.6 $146.5Charges to income15.7 9.6 11.5Remedial and investigatory spending(14.1) (14.9) (12.4)Currency translation adjustments(1.8) (1.0) (1.0)Ending balance$138.1 $138.3 $144.6As is common in our industry, we are subject to environmental laws and regulations related to the use, storage, handling, generation, transportation,emission, discharge, disposal and remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which we dobusiness.The establishment and implementation of national, state or provincial and local standards to regulate air, water and land quality affect substantially all of ourmanufacturing locations around the world. Laws providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances,and remediation of contaminated sites, have imposed additional regulatory requirements on industry, particularly the chemicals industry. In addition,implementation of environmental laws has required and will continue to require new capital expenditures and will increase plant operating costs. We employ wasteminimization and pollution prevention programs at our manufacturing sites.We are party to various governmental and private environmental actions associated with past manufacturing facilities and former waste disposalsites. Associated costs of investigatory and remedial activities are provided for in accordance with generally accepted accounting principles governing probabilityand the ability to reasonably estimate future costs. Our ability to estimate future costs depends on whether our investigatory and remedial activities are inpreliminary or advanced stages. With respect to unasserted claims, we accrue liabilities for costs that, in our experience, we may incur to protect our interestsagainst those unasserted claims. Our accrued liabilities for unasserted claims amounted to $1.8 million at December 31, 2015 . With respect to asserted claims, weaccrue liabilities based on remedial investigation, feasibility study, remedial action and operation, maintenance and monitoring (OM&M) expenses that, in ourexperience, we may incur in connection with the asserted claims. Required site OM&M expenses are estimated and accrued in their entirety for required periodsnot exceeding 30 years, which reasonably approximates the typical duration of long-term site OM&M. Charges to income for investigatory and remedial effortswere material to operating results in 2015 , 2014 and 2013 and may be material to operating results in future years.Environmental provisions charged (credited) to income, which are included in cost of goods sold, were as follows: Years ended December 31, 2015 2014 2013 ($ in millions)Charges to income$15.7 $9.6 $11.5Recoveries from third parties of costs incurred and expensed in prior periods— (1.4) (1.3)Total environmental expense$15.7 $8.2 $10.2These charges relate primarily to remedial and investigatory activities associated with past manufacturing operations and former waste disposal sites.Our total estimated environmental liability at the end of 2015 was attributable to 69 sites, 14 of which were USEPA National Priority List (NPL) sites. Ninesites accounted for 79% of our environmental liability and, of the remaining 60 sites, no one site accounted for more than 3% of our environmental liability. Atfour of the nine sites, part of the site is subject to a remedial investigation and another part is in the long-term OM&M stage. At one of the nine sites, a remedialdesign is being developed. At one of the nine sites, part of the site is subject to a remedial investigation and another part a remedial design is being developed. Atone of these nine sites, a remedial investigation is being performed. The two remaining sites are in long-term OM&M. All nine sites are either associated withpast manufacturing operations or former waste disposal sites. None of41the nine largest sites represents more than 23% of the liabilities reserved on our consolidated balance sheet at December 31, 2015 for future environmentalexpenditures.Our consolidated balance sheets included liabilities for future environmental expenditures to investigate and remediate known sites amounting to $138.1million at December 31, 2015 , and $138.3 million at December 31, 2014 , of which $119.1 million and $119.3 million , respectively, were classified as othernoncurrent liabilities. Our environmental liability amounts do not take into account any discounting of future expenditures or any consideration of insurancerecoveries or advances in technology. These liabilities are reassessed periodically to determine if environmental circumstances have changed and/or remediationefforts and our estimate of related costs have changed. As a result of these reassessments, future charges to income may be made for additional liabilities. Of the$138.1 million included on our consolidated balance sheet at December 31, 2015 for future environmental expenditures, we currently expect to utilize $81.1million of the reserve for future environmental expenditures over the next 5 years, $16.7 million for expenditures 6 to 10 years in the future, and $40.3 million forexpenditures beyond 10 years in the future. These estimates are subject to a number of risks and uncertainties, as described in “Environmental Costs” contained inItem 1A—“Risk Factors.”Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting frominvestigatory studies, advances in technology, changes in environmental laws and regulations and their application, changes in regulatory authorities, the scarcity ofreliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other PRPs, our ability to obtain contributions fromother parties and the lengthy time periods over which site remediation occurs. It is possible that some of these matters (the outcomes of which are subject tovarious uncertainties) may be resolved unfavorably to us, which could materially adversely affect our financial position or results of operations. At December 31,2015 , we estimate it is reasonably possible that we may have additional contingent environmental liabilities of $60 million in addition to the amounts for which wehave already recorded as a reserve.LEGAL MATTERS AND CONTINGENCIESWe, and our subsidiaries, are defendants in various legal actions (including proceedings based on alleged exposures to asbestos) incidental to our past andcurrent business activities. We describe some of these matters in Item 3—“Legal Proceedings.” At December 31, 2015 and 2014 , our consolidated balance sheetsincluded liabilities for these legal actions of $21.2 million and $22.1 million , respectively. These liabilities do not include costs associated with legalrepresentation. Based on our analysis, and considering the inherent uncertainties associated with litigation, we do not believe that it is reasonably possible thatthese legal actions will materially adversely affect our financial position, cash flows or results of operations. In connection with the Acquisition, TDCC retainedliabilities related to litigation to the extent arising prior to the Closing Date.During the ordinary course of our business, contingencies arise resulting from an existing condition, situation or set of circumstances involving anuncertainty as to the realization of a possible gain contingency. In certain instances such as environmental projects, we are responsible for managing the clean-upand remediation of an environmental site. There exists the possibility of recovering a portion of these costs from other parties. We account for gain contingenciesin accordance with the provisions of ASC 450 “Contingencies” (ASC 450) and therefore do not record gain contingencies and recognize income until it is earnedand realizable.For the year ended December 31, 2015, we recognized insurance recoveries of $57.4 million for property damage and business interruption related to theportion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014 and the McIntosh, AL chlor alkali facility. Cost of goods soldwas reduced by $10.5 million and selling and administration was reduced by $0.9 million for the reimbursement of costs incurred and expensed in prior periods andother operating income included a gain of $46.0 million.For the year ended December 31, 2013, we recognized $11.0 million as a reduction of cost of goods sold related to a Chlor Alkali Products and Vinylsfavorable contract settlement. Also for the year ended December 31, 2013, we recognized $13.9 million as a reduction of selling and administration expense relatedto the recovery of legacy legal costs.42LIQUIDITY, INVESTMENT ACTIVITY AND OTHER FINANCIAL DATACash Flow Data Years ended December 31, 2015 2014 2013Provided by (used for)($ in millions)Net operating activities$217.1 $159.2 $317.0Capital expenditures(130.9) (71.8) (90.8)Business acquired and related transactions, net of cash acquired(408.1) — —Proceeds from sale/leaseback of equipment— — 35.8Proceeds from disposition of property, plant and equipment26.2 5.6 4.6Restricted cash activity, net— 4.2 7.7Net investing activities(504.0) (61.7) (43.8)Long-term debt borrowings (repayments), net544.3 (12.4) (23.7)Earn out payment - SunBelt— (14.8) (17.1)Common stock repurchased and retired— (64.8) (36.2)Debt and equity issuance costs(45.2) (1.2) —Net financing activities422.2 (148.5) (130.6)Operating ActivitiesFor 2015, cash provided by operating activities increased by $57.9 million from 2014, primarily due to a decrease in working capital in 2015. For 2015,working capital decreased $25.1 million compared to an increase of $62.4 million in 2014. The decrease in 2015 primarily reflects a change in accounts receivableand accounts payable for the Acquired Business principally representing converting transactions with TDCC to third party transactions after the Closing Date. The2015 cash from operations was also impacted by a $43.7 million decrease in cash tax payments.For 2014, cash provided by operating activities decreased by $157.8 million from 2013, primarily due to lower earnings and an increase in working capitalin 2014 compared to a decrease in working capital in 2013. For 2014, working capital increased $62.4 million compared to a decrease of $29.6 million in2013. Inventories increased $23.6 million, primarily due to the return to a more normal level of inventory at Winchester. Accounts payable and accrued liabilitiesdecreased by $38.5 million, primarily due to the final earn out payment related to the SunBelt performance. The 2014 cash from operations was also impacted by a$12.3 million decrease in cash tax payments.Capital ExpendituresCapital spending was $130.9 million , $71.8 million and $90.8 million in 2015 , 2014 and 2013 , respectively. The increased capital spending in 2015 wasprimarily due to capital spending of $26.6 million of the Acquired Business. The decreased capital spending in 2014 was primarily due to the completion of the lowsalt, high strength bleach facility and the hydrochloric acid expansion project at our Henderson, NV chlor alkali site during the first quarter of 2013. Capitalspending was 66%, 58% and 75% of depreciation in 2015 , 2014 and 2013 , respectively.In 2016 , we expect our capital spending to be in the $300 million to $340 million range, which includes approximately $60 million of synergy-relatedcapital which we believe is necessary to realize the anticipated synergies.Investing ActivitiesAs part of the Acquisition, we paid cash of $408.1 million , net of $25.4 million of cash acquired. The purchase price is subject to certain post-closingadjustments.During 2015, proceeds from disposition of property, plant and equipment included $25.8 million of insurance recoveries for property damage related to theportion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014 and our McIntosh, AL chlor alkali facility.During 2015, we received $8.8 million from the October 2013 sale of a bleach joint venture.43During 2013 , we entered into sale/leaseback agreements for bleach trailers and chlorine, caustic soda and bleach railcars. In 2013 , we received proceedsfrom the sales of $35.8 million.In 2014 and 2013 , we utilized $4.2 million and $7.7 million , respectively, of the Go Zone and Recovery Zone proceeds to fund qualifying capital spending.The proceeds of these bonds were required to be used to fund capital projects in Alabama, Mississippi and Tennessee and were fully utilized as of December 31,2014. Financing ActivitiesOn the Closing Date, Spinco issued $720.0 million aggregate principal amount of 9.75% senior notes due October 15, 2023 (2023 Notes) and $500.0 millionaggregate principal amount of 10.00% senior notes due October 15, 2025 (2025 Notes and, together with the 2023 Notes, the Notes) to TDCC. TDCC transferredthe Notes to certain unaffiliated securityholders in satisfaction of existing debt obligations of TDCC held or acquired by those unaffiliated securityholders. OnOctober 5, 2015, certain initial purchasers purchased the Notes from the unaffiliated securityholders. Interest on the Notes began accruing from October 1, 2015and will be paid semi-annually beginning on April 15, 2016. The Notes are not redeemable at any time prior to October 15, 2020. Neither Olin nor Spinco receivedany proceeds from the sale of the Notes. Upon the consummation of the Acquisition, Olin became guarantor of the Notes.On June 23, 2015, Spinco entered into a new five-year delayed-draw term loan facility of up to $1,050.0 million . As of the Closing Date, Spinco drew$875.0 million to finance the cash portion of the distributions of cash and debt instruments of Spinco with an aggregate value of $2,095.0 million (Cash and DebtDistribution). Also on June 23, 2015, Olin and Spinco entered into a new five-year $1,850.0 million senior credit facility consisting of a $500.0 million seniorrevolving credit facility, which replaced Olin’s $265.0 million senior revolving credit facility on the Closing Date, and a $1,350.0 million (subject to reduction bythe aggregate amount of the term loans funded to Spinco under the Spinco term loan facility) delayed-draw term loan facility. As of the Closing Date, we drew anadditional $475.0 million under this term loan facility which was used to pay fees and expenses of the Acquisition, obtain additional funds for general corporatepurposes and refinance Olin’s existing senior term loan facility due in 2019 of $146.3 million. Subsequent to the Closing Date, these senior credit facilities wereconsolidated into a single $1,850.0 senior credit facility. This new senior credit facility will expire in 2020.On August 25, 2015, Olin entered into a Credit Agreement (the Credit Agreement) with a syndicate of lenders and Sumitomo Mitsui Banking Corporation,as administrative agent, in connection with the Acquisition. The Credit Agreement provides for a term credit facility (the Sumitomo Credit Facility) under whichOlin obtained term loans in an aggregate amount of $600.0 million . On November 3, 2015, we entered into an amendment to the Sumitomo Credit Facility whichincreased the aggregate amount of term loans available by $200.0 million . On the Closing Date, $600.0 million of loans under the Credit Agreement were madeavailable and borrowed upon and on November 5, 2015, $200.0 million of loans under the Credit Agreement were made available and borrowed upon. The termloans under the Sumitomo Credit Facility will mature on October 5, 2018 and will have no scheduled amortization payments. The proceeds of the Sumitomo CreditFacility were used to refinance existing Spinco indebtedness outstanding at the Closing Date of $569.0 million, to pay fees and expenses in connection with theAcquisition and for general corporate purposes.In December 2015 , 2014 and 2013 , we repaid $12.2 million due under the annual requirements of the SunBelt Notes. In January 2013, we also repaid $11.4million of 6.5% Senior Notes (2013 Notes), which became due.In August 2014, we redeemed our $150.0 million 2019 Notes, which would have matured on August 15, 2019. We recognized interest expense of $9.5million for the call premium ( $6.7 million ) and the write-off of unamortized deferred debt issuance costs ( $2.1 million ) and unamortized discount ( $0.7 million )related to this action during 2014. On June 24, 2014, we entered into a five-year $415.0 million senior credit facility consisting of a $265.0 million senior revolvingcredit facility, which replaced our previous $265.0 million senior revolving credit facility, and a $150.0 million delayed-draw term loan facility. In August 2014,we drew the entire $150.0 million of the term loan and used the proceeds to redeem our 2019 Notes. In 2015 and 2014, we repaid $2.8 million and $0.9 million,respectively, under the required quarterly installments of the $150.0 million term loan facility and, on the Closing Date of the Acquisition, the remaining $146.3term loan facility was refinanced using the proceeds of the new senior credit facility. We recognized interest expense of $0.5 million for the write-off ofunamortized deferred debt issuance costs related to this action issued in conjunction with the Acquisition.During 2014 and 2013 , we paid $26.7 million and $23.2 million, respectively, for the earn out related to the 2013 and 2012 SunBelt performance. The earnout payments for the years ended December 31, 2014 and 2013 included $14.8 million and $17.1 million, respectively, that were recognized as part of the originalpurchase price. The $14.8 million and $17.1 million are included as a financing activity in the statement of cash flows.44We repurchased and retired 2.5 million and 1.5 million shares in 2014 and 2013 , respectively, with a total value of $64.8 million and $36.2 million ,respectively.In 2015 , 2014 and 2013 , we issued 0.1 million , 0.5 million and 0.5 million shares, respectively, with a total value of $3.1 million , $12.1 million and $9.7million , respectively, representing stock options exercised. In 2015, we paid debt issuance costs of $13.3 million relating to the Notes, the Sumitomo Credit Facility and the $1,850.0 million senior credit facility. Inaddition we paid $1.9 million of equity issuance costs for the issuance of approximately 87.5 million shares.On March 26, 2015, we and certain financial institutions executed commitment letters pursuant to which the financial institutions agreed to provide $3,354.5million of financing to Spinco to finance the amount of the Cash and Debt Distribution and to provide financing, if needed, to Olin to refinance certain of ourexisting debt (the Bridge Financing), in each case on the terms and conditions set forth in the commitment letters. The Bridge Financing was not drawn on tofacilitate the Acquisition, and the commitments for the Bridge Financing have been terminated as of the Closing Date. For the year ended December 31, 2015, wepaid debt issuance costs of $30.0 million associated with the Bridge Financing, which are included in interest expense.In 2014, we paid debt issuance costs of $1.2 million related to the five-year $415.0 million senior credit facility.The percent of total debt to total capitalization increased to 61.6% at December 31, 2015 , from 40.0% at year-end 2014 . The percent of total debt to totalcapitalization was 38.6% at year-end 2013 . The 2015 increase from 2014 was primarily a result of a higher level of long-term debt which was issued to financethe Acquisition. The 2014 increase from 2013 was due to lower shareholders’ equity primarily resulting from the $86.6 million after-tax charge for our pension andother postretirement plans. This increase was partially offset by a lower level of long-term debt at December 31, 2014 resulting from the repayments of maturingdebt.Dividends per common share were $0.80 in 2015 , 2014 and 2013 . Total dividends paid on common stock amounted to $79.5 million , $63.0 million and$64.0 million in 2015 , 2014 and 2013 , respectively. On January 29, 2016, our board of directors declared a dividend of $0.20 per share on our common stock,payable on March 10, 2016 to shareholders of record on February 10, 2016.The payment of cash dividends is subject to the discretion of our board of directors and will be determined in light of then-current conditions, including ourearnings, our operations, our financial condition, our capital requirements and other factors deemed relevant by our board of directors. In the future, our board ofdirectors may change our dividend policy, including the frequency or amount of any dividend, in light of then-existing conditions.LIQUIDITY AND OTHER FINANCING ARRANGEMENTSOur principal sources of liquidity are from cash and cash equivalents, cash flow from operations and short-term borrowings under our senior revolving creditfacility. Additionally, we believe that we have access to the debt and equity markets.The aggregate purchase price of the Acquired Business was $5,162.2 million , subject to certain post-closing adjustments. The $5,162.2 million consisted of$2,095.0 million of cash and debt transferred to TDCC and approximately 87.5 million shares of Olin common stock valued at approximately $1,527.4 million ,plus the assumption of pension liabilities of approximately $447.1 million and long-term debt of $569.0 million . The value of the common stock was based on theclosing stock price on the last trading day prior to the Closing Date of $17.46.Certain additional agreements have been entered into, including, among others, an Employee Matters Agreement, a Tax Matters Agreement, site, transitionaland other service agreements, supply and purchase agreements, real estate agreements, technology licenses and intellectual property agreements. Payments ofapproximately $90.2 million , subject to certain post-closing adjustments, will be made related to certain acquisition related liabilities including the estimatedworking capital adjustment. In addition, Olin and TDCC have agreed in connection with the Acquisition to enter into arrangement for the long-term supply ofethylene by TDCC to Olin, pursuant to which, among other things, Olin made upfront payments of $433.5 million in order to receive ethylene at producereconomics and for certain reservation fees for the option to obtain additional future ethylene supply at producer economics. If the options are exercised by us,additional payments will be made to TDCC45of between $230 million and $250 million on or about the fourth quarter of 2017 and between $425 million and $465 million on or about the fourth quarter of2020.Debt that was issued in the fourth quarter relating to the Acquisition totaled $3,370.0 million, consisting of $1,350.0 million of term loans under seniorcredit facilities, an $800.0 million term loan under the Sumitomo Credit Facility and $1,220.0 million under the Notes. The new debt was used for the cash anddebt transferred to TDCC, refinancing existing Spinco indebtedness outstanding at the Closing Date of the Acquisition, refinancing our existing senior term loanfacility due in 2019, paying fees and expenses in connection with the Acquisition and for general corporate purposes.The overall cash increase of $135.2 million in 2015 primarily reflects our operating results. We believe, based on current and projected levels of cash flowfrom our operations, together with our cash and cash equivalents on hand and the availability to borrow under our senior revolving credit facility, we havesufficient liquidity to meet our short-term and long-term needs to make required payments of interest on our debt, make amortization payments under the seniorcredit facilities, fund our operating needs, fund working capital and capital expenditure requirements and comply with the financial ratios in our debt agreements.On the Closing Date, Spinco issued $720.0 million aggregate principal amount of the 2023 Notes and $500.0 million aggregate principal amount of the 2025Notes to TDCC. TDCC transferred the Notes to certain unaffiliated securityholders in satisfaction of existing debt obligations of TDCC held or acquired by thoseunaffiliated securityholders. On October 5, 2015, certain initial purchasers purchased the Notes from the unaffiliated securityholders. Interest on the Notes willaccrue from October 1, 2015 and will be paid semi-annually beginning on April 15, 2016. The Notes are not redeemable at any time prior to October 15, 2020.Neither Olin nor Spinco received any proceeds from the sale of the Notes. Upon the consummation of the Acquisition, Olin became guarantor of the Notes.On June 23, 2015, Spinco entered into a new five-year delayed-draw term loan facility of up to $1,050.0 million. As of the Closing Date, Spinco drew$875.0 million to finance the cash portion of the Cash and Debt Distribution. Also on June 23, 2015, Olin and Spinco entered into a new five-year $1,850.0 millionsenior credit facility consisting of a $500.0 million senior revolving credit facility, which replaced Olin’s $265.0 million senior revolving credit facility at theClosing Date, and a $1,350.0 million (subject to reduction by the aggregate amount of the term loans funded to Spinco under the Spinco term loan facility) delayed-draw term loan facility. As of the Closing Date, an additional $475.0 million was drawn by Olin under this term loan facility which was used to pay fees andexpenses of the Acquisition, obtain additional funds for general corporate purposes and refinance Olin’s existing senior term loan facility due in 2019. As of theClosing Date, total borrowings under the term loan facilities were $1,350.0 million. Subsequent to the Closing Date, these senior credit facilities were consolidatedinto a single $1,850.0 senior credit facility. This new senior credit facility will expire in 2020. The $500.0 million senior revolving credit facility includes a $100.0million letter of credit subfacility. At December 31, 2015 , we had $489.6 million available under our $500.0 million senior revolving credit facility because wehad issued $10.4 million of letters of credit under the $100.0 million subfacility. The term loan facility includes amortization payable in equal quarterlyinstallments at a rate of 5.0% per annum for the first two years, increasing to 7.5% per annum for the following year and to 10.0% per annum for the last two years.Under the new senior credit facility, we may select various floating rate borrowing options. The actual interest rate paid on borrowings under the senior creditfacility is based on a pricing grid which is dependent upon the leverage ratio as calculated under the terms of the applicable facility for the prior fiscal quarter. Thefacility includes various customary restrictive covenants, including restrictions related to the ratio of debt to earnings before interest expense, taxes, depreciationand amortization (leverage ratio) and the ratio of earnings before interest expense, taxes, depreciation and amortization to interest expense (coverageratio). Compliance with these covenants is determined quarterly based on the operating cash flows. We were in compliance with all covenants and restrictionsunder all our outstanding credit agreements as of December 31, 2015 and 2014, and no event of default had occurred that would permit the lenders under ouroutstanding credit agreements to accelerate the debt if not cured. In the future, our ability to generate sufficient operating cash flows, among other factors, willdetermine the amounts available to be borrowed under these facilities.On August 25, 2015, Olin entered into a Credit Agreement with a syndicate of lenders and Sumitomo Mitsui Banking Corporation, as administrative agent,in connection with the Acquisition. Olin obtained term loans in an aggregate amount of $600.0 million under the Sumitomo Credit Facility. On November 3, 2015,we entered into an amendment to the Sumitomo Credit Facility which increased the aggregate amount of term loans available by $200.0 million . On the ClosingDate, $600.0 million of loans under the Credit Agreement were made available and borrowed upon and on November 5, 2015, $200.0 million of loans under theCredit Agreement were made available and borrowed upon. The term loans under the Sumitomo Credit Facility will mature on October 5, 2018 and will have noscheduled amortization payments. The proceeds of the Sumitomo Credit Facility were used to refinance existing Spinco indebtedness outstanding at the ClosingDate, to pay fees and expenses in connection with the Acquisition and for general corporate purposes. The Credit Agreement contains customary representations,warranties and affirmative and negative covenants which are substantially similar to those included in the new $1,850.0 million senior credit facility.46On March 26, 2015, we and certain financial institutions executed commitment letters pursuant to which the financial institutions agreed to provide $3,354.5million of Bridge Financing, in each case on the terms and conditions set forth in the commitment letters. The Bridge Financing was not drawn on to facilitate theAcquisition and the commitments for the Bridge Financing have been terminated as of the Closing Date.Cash flow from operations is variable as a result of both the seasonal and the cyclical nature of our operating results, which have been affected by seasonaland economic cycles in many of the industries we serve, such as the vinyls, urethanes, bleach, ammunition and pulp and paper. The Acquired Business hassignificantly diversified our product and geographic base, which should enable us to be less cyclical.Cash flow from operations is affected by changes in chlorine,caustic soda and EDC selling prices caused by the changes in the supply/demand balance of these products, resulting in the Chlor Alkali Products and Vinylssegment having significant leverage on our earnings and cash flow. For example, assuming all other costs remain constant, internal consumption remainsapproximately the same and we are operating at full capacity, a $10 selling price change per ton of chlorine equates to an approximate $10 million annual change inour revenues and pretax profit, a $10 selling price change per ton of caustic soda equates to an approximate $30 million annual change in our revenues and pretaxprofit, and a $0.01 selling price change per pound of EDC equates to an approximate $20 million annual change in our revenues and pretax profit .For 2015, cash provided by operating activities increased by $57.9 million from 2014, primarily due to a decrease in working capital in 2015. For 2015,working capital decreased $25.1 million compared to an increase of $62.4 million in 2014. The decrease in 2015 primarily reflects a change in accounts receivableand accounts payable for the Acquired Business principally representing converting transactions with TDCC to third party transactions after the Closing Date. The2015 cash from operations was also impacted by a $43.7 million decrease in cash tax payments.Capital spending was $130.9 million , $71.8 million and $90.8 million in 2015 , 2014 and 2013 , respectively. The increased capital spending in 2015 wasprimarily due to capital spending of $26.6 million of the Acquired Business. The decreased capital spending in 2014 was primarily due to the completion of the lowsalt, high strength bleach facility and the hydrochloric acid expansion project at our Henderson, NV chlor alkali site in the first quarter of 2013. Capital spendingwas 66%, 58% and 75% of depreciation in 2015 , 2014 and 2013 , respectively.In 2016 , we expect our capital spending to be in the $300 million to $340 million range, which includes approximately $60 million of synergy-relatedcapital which we believe is necessary to realize the anticipated synergies.On April 24, 2014, our board of directors authorized a new share repurchase program for up to 8 million shares of common stock that will terminate in threeyears for any remaining shares not yet repurchased. This authorization replaced the July 2011 program. No shares were purchased and retired in 2015. Werepurchased and retired 2.5 million and 1.5 million shares in 2014 and 2013 , respectively, at a cost of $64.8 million and $36.2 million , respectively. As ofDecember 31, 2015 , we had repurchased a total of 1.9 million shares under the April 2014 program, and 6.1 million shares remained authorized to bepurchased. The repurchases will be effected from time to time on the open market, or in privately negotiated transactions. Under the Merger Agreement relating tothe Acquisition, we were restricted from repurchasing shares of our common stock prior to the consummation of the Acquisition. For a period of two yearssubsequent to the Closing Date, we will continue to be subject to certain restrictions on our ability to conduct share repurchases.In August 2014, we redeemed our $150.0 million 2019 Notes, which would have matured on August 15, 2019. We recognized interest expense of $9.5million for the call premium ( $6.7 million ) and the write-off of unamortized deferred debt issuance costs ( $2.1 million ) and unamortized discount ( $0.7 million )related to this action during 2014. On June 24, 2014, we entered into a five-year $415.0 million senior credit facility consisting of a $265.0 million senior revolvingcredit facility, which replaced our previous $265.0 million senior revolving credit facility, and a $150.0 million delayed-draw term loan facility. In August 2014,we drew the entire $150.0 million of the term loan and used the proceeds to redeem our 2019 Notes. In 2015 and 2014, we repaid $2.8 million and $0.9 million,respectively, under the required quarterly installments of the $150.0 million term loan facility and, on the Closing Date of the Acquisition, the remaining $146.3million was refinanced using the proceeds of the new senior credit facility. We recognized interest expense of $0.5 million for the write-off of unamortizeddeferred debt issuance costs related to this action issued in conjunction with the Acquisition.Pursuant to a note purchase agreement dated December 22, 1997, SunBelt sold $97.5 million of Guaranteed Senior Secured Notes due 2017, Series O, and$97.5 million of Guaranteed Senior Secured Notes due 2017, Series G. We refer to these notes as the SunBelt Notes. The SunBelt Notes bear interest at a rate of7.23% per annum, payable semi-annually in arrears on each June 22 and December 22. Beginning on December 22, 2002 and each year through 2017, SunBelt isrequired to repay $12.2 million of the SunBelt Notes, of which $6.1 million is attributable to the Series O Notes and of which $6.147million is attributable to the Series G Notes. In December 2015 , 2014 and 2013 , $12.2 million was repaid on these SunBelt Notes.We have guaranteed the Series O Notes, and PolyOne Corporation (PolyOne), our former SunBelt partner, has guaranteed the Series G Notes, in both casespursuant to customary guaranty agreements. We have agreed to indemnify PolyOne for any payments or other costs under the guarantee in favor of the purchasersof the Series G Notes, to the extent any payments or other costs arise from a default or other breach under the SunBelt Notes. If SunBelt does not make timelypayments on the SunBelt Notes, whether as a result of a failure to pay on a guarantee or otherwise, the holders of the SunBelt Notes may proceed against the assetsof SunBelt for repayment.In January 2013, we repaid $11.4 million of 2013 Notes, which became due.At December 31, 2015 , we had total letters of credit of $27.6 million outstanding, of which $10.4 million were issued under our $500.0 million seniorrevolving credit facility. The letters of credit were used to support certain long-term debt, certain workers compensation insurance policies, certain plant closureand post-closure obligations and certain international pension funding requirements.Our current debt structure is used to fund our business operations. As of December 31, 2015 , we had long-term borrowings, including the currentinstallment and capital lease obligations, of $3,881.7 million , of which $2,305.9 million was at variable rates. Annual maturities of long-term debt, includingcapital lease obligations, are $206.5 million in 2016 , $80.9 million in 2017 , $901.9 million in 2018 , $135.7 million in 2019 , $980.3 million in 2020 and a total of$1,576.4 million thereafter. Commitments from banks under our senior revolving credit facility are an additional source of liquidity.In June 2012, we terminated $73.1 million of interest rate swaps with Wells Fargo Bank, N.A. (Wells Fargo) that had been entered into on the SunBeltNotes in May 2011. The result was a gain of $2.2 million which will be recognized through 2017. As of December 31, 2015 , $0.4 million of this gain was includedin long-term debt.In March 2010, we entered into interest rate swaps on $125 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates toa counterparty who, in turn, pays us fixed rates. The counterparty to these agreements is Citibank, N.A. (Citibank), a major financial institution. In October 2011,we entered into $125 million of interest rate swaps with equal and opposite terms as the $125 million variable interest rate swaps on the 6.75% senior notes due2016 (2016 Notes). We have agreed to pay a fixed rate to a counterparty who, in turn, pays us variable rates. The counterparty to this agreement is alsoCitibank. The result was a gain of $11.0 million on the $125 million variable interest rate swaps, which will be recognized through 2016. As of December 31,2015 , $1.2 million of this gain was included in current installments of long-term debt. In October 2011, we de-designated our $125 million interest rate swaps thathad previously been designated as fair value hedges. The $125 million variable interest rate swaps and the $125 million fixed interest rate swaps do not meet thecriteria for hedge accounting. All changes in the fair value of these interest rate swaps are recorded currently in earnings.We have registered an undetermined amount of securities with the SEC, so that, from time-to-time, we may issue debt securities, preferred stock and/orcommon stock and associated warrants in the public market under that registration statement.OFF-BALANCE SHEET ARRANGEMENTSOur operating lease commitments are primarily for railroad cars but also include distribution, warehousing and office space and data processing and officeequipment. Virtually none of our lease agreements contain escalation clauses or step rent provisions. 48Our long-term contractual commitments, including the on and off-balance sheet arrangements, consisted of the following: Payments Due by PeriodContractual ObligationsTotal Less than1 Year 1-3Years 3-5Years More than5 Years ($ in millions)Debt obligations, including capital lease obligations$3,881.7 $206.5 $982.8 $1,116.0 $1,576.4Interest payments under debt obligations and interest rateswap agreements (a)1,321.6 181.4 349.0 318.5 472.7Contingent tax liability37.5 9.4 4.7 4.9 18.5Qualified pension plan contributions (b)5.0 5.0 — — —Non-qualified pension plan payments5.1 0.5 0.9 1.1 2.6Postretirement benefit payments62.0 5.7 10.7 9.1 36.5Off-Balance Sheet Commitments: Non-cancelable operating leases333.3 73.7 112.6 66.8 80.2Purchasing commitments: Raw materials5,297.5 554.6 955.6 882.4 2,904.9Capital expenditures4.9 4.9 — — —Utilities0.8 0.7 0.1 — —Total$10,949.4 $1,042.4 $2,416.4 $2,398.8 $5,091.8(a)For the purposes of this table, we have assumed for all periods presented that there are no changes in the principal amount of any variable rate debt from theamounts outstanding on December 31, 2015 and that there are no changes in the rates from those in effect at December 31, 2015 which ranged from 0.27%to 10.00%.(b)These amounts are only estimated payments assuming an annual expected rate of return on pension plan assets for the domestic qualified pension plan of7.75%, and a discount rate on pension plan obligations of 4.4%. These estimated payments are subject to significant variation and the actual payments maybe more than the amounts estimated. Given the inherent uncertainty as to actual minimum funding requirements for qualified defined benefit pension plans,no amounts are included in this table for any period beyond one year. Based on the current funding requirements, we will not be required to make any cashcontributions to the domestic qualified defined benefit pension plan at least through 2016 . We do have several international qualified defined benefitpension plans to which we made cash contributions of $0.9 million and $0.8 million in 2015 and 2014 , respectively, and we anticipate less than $5 millionof cash contributions to international qualified defined benefit pension plans in 2016 . See discussion on MAP-21 and HATFA 2014 in “Pension Plans” inthe notes to consolidated financial statements contained in Item 8.Non-cancelable operating leases and purchasing commitments are utilized in our normal course of business for our projected needs. In connection with theAcquisition, certain additional agreements have been entered into with TDCC, including, long-term purchase agreements for raw materials. These agreements aremaintained through long-term cost based contracts that provide us with a reliable supply of key raw materials. Key raw materials received from TDCC includeethylene, propylene and benzene. For losses that we believe are probable and which are estimable, we have accrued for such amounts in our consolidated balancesheets. In addition to the table above, we have various commitments and contingencies including: defined benefit and postretirement healthcare plans (as describedbelow), environmental matters (see discussion above under “Environmental Matters”) and litigation claims (see Item 3—“Legal Proceedings”).We have several defined benefit and defined contribution pension plans, as described in the “Pension Plans” note in the notes to consolidated financialstatements contained in Item 8. We fund the defined benefit pension plans based on the minimum amounts required by law plus such amounts we deemappropriate. We have postretirement healthcare plans that provide health and life insurance benefits to certain retired employees and their beneficiaries, asdescribed in the “Postretirement Benefits” note in the notes to consolidated financial statements contained in Item 8. These other postretirement plans are not pre-funded and expenses are paid by us as incurred.We also have standby letters of credit of $27.6 million of which $10.4 million have been issued through our senior revolving credit facility. At December31, 2015 , we had $489.6 million available under our senior revolving credit facility.49CRITICAL ACCOUNTING POLICIES AND ESTIMATESOur discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have beenprepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to makeestimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets andliabilities. Significant estimates in our consolidated financial statements include goodwill recoverability, environmental, restructuring and other unusual items,litigation, income tax reserves including deferred tax asset valuation allowances, pension, postretirement and other benefits and allowance for doubtfulaccounts. We base our estimates on prior experience, facts and circumstances and other assumptions. Actual results may differ from these estimates.We believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of the consolidatedfinancial statements.GoodwillGoodwill is not amortized, but is reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairmentmay have occurred. On January 1, 2012, we adopted Accounting Standards Update (ASU) 2011-08 “Testing Goodwill for Impairment” (ASU 2011-08), whichpermits entities to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount beforeapplying the two-step goodwill impairment test. Circumstances that are considered as part of the qualitative assessment and could trigger the two-step impairmenttest include, but are not limited to: a significant adverse change in the business climate; a significant adverse legal judgment; adverse cash flow trends; an adverseaction or assessment by a government agency; unanticipated competition; decline in our stock price; and a significant restructuring charge within a reportingunit. We define reporting units at the business segment level or one level below the business segment level. For purposes of testing goodwill for impairment,goodwill has been allocated to our reporting units to the extent it relates to each reporting unit. Based upon our qualitative assessment, it is more likely than not thatthe fair value of our reporting units are greater than their carrying amounts as of December 31, 2015. No impairment charges were recorded for 2015 , 2014 or2013 .It is our practice, at a minimum, to perform a quantitative goodwill impairment test in the fourth quarter every three years. In the fourth quarter of 2014, weperformed our triennial quantitative goodwill impairment test for our reporting units. We use a discounted cash flow approach to develop the estimated fair valueof a reporting unit when a quantitative review is performed. Management judgment is required in developing the assumptions for the discounted cash flowmodel. We also corroborate our discounted cash flow analysis by evaluating a market-based approach that considers earnings before interest, taxes, depreciationand amortization (EBITDA) multiples from a representative sample of comparable public companies. As a further indicator that each reporting unit has beenvalued appropriately using a discounted cash flow model, the aggregate fair value of all reporting units is reconciled to the total market value of Olin. Animpairment would be recorded if the carrying amount exceeded the estimated fair value.The discount rate, profitability assumptions and terminal growth rate of our reporting units and the cyclical nature of the chlor alkali industry were thematerial assumptions utilized in the discounted cash flow model used to estimate the fair value of each reporting unit. The discount rate reflects a weighted-average cost of capital, which is calculated based on observable market data. Some of these data (such as the risk free or treasury rate and the pretax cost of debt)are based on the market data at a point in time. Other data (such as the equity risk premium) are based upon market data over time for a peer group of companies inthe chemical manufacturing or distribution industries with a market capitalization premium added, as applicable.The discounted cash flow analysis requires estimates, assumptions and judgments about future events. Our analysis uses our internally generated long-rangeplan. Our discounted cash flow analysis uses the assumptions in our long-range plan about terminal growth rates, forecasted capital expenditures and changes infuture working capital requirements to determine the implied fair value of each reporting unit. The long-range plan reflects management judgment, supplementedby independent chemical industry analyses which provide multi-year chlor alkali industry operating and pricing forecasts.We believe the assumptions used in our goodwill impairment analysis are appropriate and result in reasonable estimates of the implied fair value of eachreporting unit. However, given the economic environment and the uncertainties regarding the impact on our business, there can be no assurance that our estimatesand assumptions, made for purposes of our goodwill impairment testing, will prove to be an accurate prediction of the future. If our assumptions regarding futureperformance are not achieved, we may be required to record goodwill impairment charges in future periods. It is not possible at this time to determine if any suchfuture impairment charge would result or, if it does, whether such charge would be material.50EnvironmentalAccruals (charges to income) for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability canbe reasonably estimated, based upon current law and existing technologies. These amounts, which are not discounted and are exclusive of claims against thirdparties, are adjusted periodically as assessments and remediation efforts progress or additional technical or legal information becomes available. Environmentalcosts are capitalized if the costs increase the value of the property and/or mitigate or prevent contamination from future operations. Environmental costs andrecoveries are included in costs of goods sold.Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting frominvestigatory studies, advances in technology, changes in environmental laws and regulations and their application, changes in regulatory authorities, the scarcity ofreliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other PRPs and our ability to obtain contributionsfrom other parties and the lengthy time periods over which site remediation occurs. It is possible that some of these matters (the outcomes of which are subject tovarious uncertainties) may be resolved unfavorably to us, which could materially adversely affect our financial position, cash flows or results of operations.Pension and Postretirement PlansWe account for our defined benefit pension plans and non-pension postretirement benefit plans using actuarial models required by ASC 715. These modelsuse an attribution approach that generally spreads the financial impact of changes to the plan and actuarial assumptions over the average remaining service lives ofthe employees in the plan. Changes in liability due to changes in actuarial assumptions such as discount rate, rate of compensation increases and mortality, as wellas annual deviations between what was assumed and what was experienced by the plan are treated as actuarial gains or losses. The principle underlying therequired attribution approach is that employees render service over their average remaining service lives on a relatively smooth basis and, therefore, the accountingfor benefits earned under the pension or non-pension postretirement benefits plans should follow the same relatively smooth pattern. Substantially all domesticdefined benefit pension plan participants are no longer accruing benefits; therefore, actuarial gains and losses are amortized based upon the remaining lifeexpectancy of the inactive plan participants. For the years ended December 31, 2015 and 2014 , the average remaining life expectancy of the inactive participantsin the defined benefit pension plan was 19 years and 18 years, respectively.One of the key assumptions for the net periodic pension calculation is the expected long-term rate of return on plan assets, used to determine the “market-related value of assets.” (The “market-related value of assets” recognizes differences between the plan’s actual return and expected return over a five yearperiod). The required use of an expected long-term rate of return on the market-related value of plan assets may result in recognized pension income that is greateror less than the actual returns of those plan assets in any given year. Over time, however, the expected long-term returns are designed to approximate the actuallong-term returns and, therefore, result in a pattern of income and expense recognition that more closely matches the pattern of the services provided by theemployees. As differences between actual and expected returns are recognized over five years, they subsequently generate gains and losses that are subject toamortization over the average remaining life expectancy of the inactive plan participants, as described in the preceding paragraph.We use long-term historical actual return information, the mix of investments that comprise plan assets, and future estimates of long-term investment returnsand inflation by reference to external sources to develop the expected long-term rate of return on plan assets as of December 31.The discount rate assumptions used for pension and non-pension postretirement benefit plan accounting reflect the rates available on high-quality fixed-income debt instruments on December 31 of each year. The rate of compensation increase is based upon our long-term plans for such increases. For retireemedical plan accounting, we review external data and our own historical trends for healthcare costs to determine the healthcare cost trend rates.Effective as of the Closing Date, we changed the approach used to measure service and interest costs for our defined benefit pension plans and on December31, 2015 changed this approach for our other postretirement benefits. Prior to the Closing Date, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. Subsequent to the Closing Date for our defined benefit pension plans andbeginning in 2016 for our other postretirement benefits, we elected to measure service and interest costs by applying the specific spot rates along the yield curve tothe plans’ estimated cash flows. We believe the new approach provides a more precise measurement of service and interest costs by aligning the timing of theplans’ liability cash flows to the corresponding spot51rates on the yield curve. This change does not affect the measurement of our plan obligations. We have accounted for this change as a change in accountingestimate and, accordingly, have accounted for it on a prospective basis.Changes in pension costs may occur in the future due to changes in these assumptions resulting from economic events. For example, holding all otherassumptions constant, a 100-basis point decrease or increase in the assumed long-term rate of return on plan assets would have decreased or increased, respectively,the 2015 defined benefit pension plan income by approximately $18.7 million. Holding all other assumptions constant, a 50-basis point decrease in the discountrate used to calculate pension income for 2015 and the projected benefit obligation as of December 31, 2015 would have decreased pension income by $1.4 millionand increased the projected benefit obligation by $146.0 million. A 50-basis point increase in the discount rate used to calculate pension income for 2015 and theprojected benefit obligation as of December 31, 2015 would have increased pension income by $1.5 million and decreased the projected benefit obligation by$133.0 million. For additional information on long-term rates of return, discount rates and projected healthcare costs projections, see “Pension Plans” and“Postretirement Benefits” in the notes to the consolidated financial statements contained in Item 8.NEW ACCOUNTING PRONOUNCEMENTSIn February 2016, the FASB issued ASU 2016-02 “Leases," which supersedes ASC 840 “Leases” and creates a new topic, ASC 842 "Leases." This updaterequires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. Theupdate also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15,2018 and interim periods within those fiscal years, with earlier application permitted. This update will be applied using a modified retrospective transition approachfor leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating theeffect of this update on our consolidated financial statements.In November 2015, the FASB issued ASU 2015-17 “Balance Sheet Classification of Deferred Taxes” (ASU 2015-17), which amends ASC 740 “IncomeTaxes” (ASC 740). This update requires deferred income tax liabilities and assets, and any related valuation allowance, to be classified as noncurrent on thebalance sheet. This update simplifies the current guidance requiring the deferred taxes for each jurisdiction to be presented as a net current asset or liability and netnoncurrent asset or liability. This update is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. The guidancemay be applied either prospectively or retrospectively, with earlier application permitted. We adopted the provisions of ASU 2015-17 as of December 31, 2015,which was applied prospectively and therefore all prior periods have not been retrospectively adjusted.In September 2015, the FASB issued ASU 2015-16 “Simplifying the Accounting for Measurement - Period Adjustments” which amends ASC 805“Business Combinations.” This update requires that an acquirer in a business combination recognize adjustments to provisional amounts that are identified duringthe measurement period in the reporting period in which the adjustments are determined. This update is effective for fiscal years beginning after December 15,2015 and interim periods within those fiscal years. This update should be applied prospectively to adjustments of provisional amounts that occur after the effectivedate with earlier application permitted. The adoption of this standard could impact our consolidated financial statements as we finalize the preliminary purchaseaccounting for the Acquired Business.In July 2015, the FASB issued ASU 2015-11 “Simplifying the Measurement of Inventory,” which amends ASC 330 “Inventory.” This update requiresentities to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, lessreasonable predictable costs of completion, disposal and transportation. This update simplifies the current guidance under which an entity must measure inventoryat the lower of cost or market. This update does not impact inventory measured using LIFO. This update is effective for fiscal years beginning after December 15,2016. This update will not have a material effect on our consolidated financial statements.In April 2015, the FASB issued ASU 2015-03 “Simplifying the Presentation of Debt Issuance Costs” and, in August 2015, the FASB issued ASU 2015-15“Interest - Imputation of Interest,” which both amend ASC 835-30 “Interest - Imputation of Interest.” These updates require that debt issuance costs related to arecognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability while debt issuance costs related toline-of-credit arrangements will continue to be presented as an asset. These updates are effective for fiscal years beginning after December 15, 2015. These updateswill require certain reclassifications on our consolidated balance sheets.52In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers,” which amends ASC 605 “Revenue Recognition” and creates anew topic, ASC 606 “Revenue from Contracts with Customers.” This update provides guidance on how an entity should recognize revenue to depict the transfer ofpromised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods orservices. Upon initial application, the provisions of this update are required to be applied retrospectively to each prior reporting period presented or retrospectivelywith the cumulative effect of initially applying this update recognized at the date of initial application. This update also expands the disclosure requirementssurrounding revenue recorded from contracts with customers. In August 2015, the FASB issued ASU 2015-14 “Revenue from Contracts with Customers” (ASU2015-14), which amends ASC 606. This update defers the effective date of ASU 2014-09 for fiscal years, and interim periods within those years, beginning afterDecember 15, 2017. We are currently evaluating the effect of this update on our financial statements and have not yet determined the method of initial applicationwe will use.DERIVATIVE FINANCIAL INSTRUMENTSASC 815 “Derivatives and Hedging” (ASC 815) required an entity to recognize all derivatives as either assets or liabilities in the statement of financialposition and measure those instruments at fair value. We use hedge accounting treatment for substantially all of our business transactions whose risks are coveredusing derivative instruments. The accounting treatment of changes in fair value is dependent upon whether or not a derivative instrument is designated as a hedgeand, if so, the type of hedge. For derivatives designated as a fair value hedge, the changes in the fair value of both the derivative and the hedged item arerecognized in earnings. For derivatives designated as a cash flow hedge, the change in fair value of the derivative is recognized in other comprehensive (loss)income until the hedged item is recognized in earnings. Ineffective portions are recognized currently in earnings. Unrealized gains and losses on derivatives notqualifying for hedge accounting are recognized currently in earnings. All derivatives recognized in earnings impact the expense line item on our consolidatedstatement of operations that is consistent with the nature of the underlying hedged item.We enter into forward sales and purchase contracts to manage currency risk resulting from purchase and sale commitments denominated in foreigncurrencies. At December 31, 2015 we had outstanding forward contracts to buy foreign currency with a notional value of $21.7 million and to sell foreign currencywith a notional value of $10.1 million . All of the currency derivatives expire within one year and are for USD equivalents. The counterparties to the forwardcontracts were large financial institutions. At December 31, 2014 , we had no forward contracts to buy or sell foreign currencies.We use cash flow hedges for certain raw material and energy costs such as copper, zinc, lead, electricity and natural gas to provide a measure of stability inmanaging our exposure to price fluctuations associated with forecasted purchases of raw materials and energy costs used in our manufacturing process. Forderivative instruments that are designated and qualify as a cash flow hedge, the change in fair value of the derivative is recognized as a component of othercomprehensive (loss) income until the hedged item is recognized into earnings. Gains and losses on the derivatives representing hedge ineffectiveness arerecognized currently in earnings. Losses on settled futures contracts were $9.7 million ($5.9 million, net of taxes), $1.8 million ($1.1 million, net of taxes) and$1.4 million ($0.9 million, net of taxes) in 2015 , 2014 and 2013 , respectively, which were included in cost of goods sold. At December 31, 2015 , we had openpositions in futures contracts through 2021 totaling $63.6 million ( 2014 — $89.3 million ). If all open futures contracts had been settled on December 31, 2015 ,we would have recognized a pretax loss of $11.4 million .At December 31, 2015 , accumulated other comprehensive loss included a loss, net of taxes, in fair value on commodity forward contracts of $6.9 million. If commodity prices were to remain at the levels they were at December 31, 2015 , approximately $5.0 million of deferred losses, net of tax, would be reclassifiedinto earnings during the next twelve months. The actual effect on earnings will be dependent on commodity prices when the forecasted transactions occur. AtDecember 31, 2014 , accumulated other comprehensive loss included a loss, net of taxes, in fair value on commodity forward contracts of $4.2 million.We use interest rate swaps as a means of managing interest expense and floating interest rate exposure to optimal levels. The accounting for gains andlosses associated with changes in fair value of the derivative and the effect on the consolidated financial statements will depend on the hedge designation andwhether the hedge is effective in offsetting changes in fair value of cash flows of the asset or liability being hedged. For derivative instruments that are designatedand qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk arerecognized in current earnings. We include the gain or loss on the hedged items (fixed-rate borrowings) in the same line item, interest expense, as the offsettingloss or gain on the related interest rate swaps. We had no interest rate swaps designated as fair value hedges as of December 31, 2015 and 2014 .53In March 2010, we entered into interest rate swaps on $125 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates toa counterparty who, in turn, pays us fixed rates. The counterparty to these agreements is Citibank. In October 2011, we entered into $125 million of interest rateswaps with equal and opposite terms as the $125 million variable interest rate swaps on the 2016 Notes. We have agreed to pay a fixed rate to a counterparty who,in turn, pays us variable rates. The counterparty to this agreement is also Citibank. The result was a gain of $11.0 million on the $125 million variable interest rateswaps, which will be recognized through 2016. As of December 31, 2015 , $1.2 million of this gain was included in current installments of long-term debt. InOctober 2011, we de-designated our $125 million interest rate swaps that had previously been designated as fair value hedges. The $125 million variable interestrate swaps and the $125 million fixed interest rate swaps do not meet the criteria for hedge accounting. All changes in the fair value of these interest rate swaps arerecorded currently in earnings.The fair value of our derivative asset and liability balances were: December 31, 2015 2014 ($ in millions)Other current assets$1.2 $—Other assets— 3.5Total derivative asset$1.2 $3.5Current installments of long-term debt$1.2 $—Accrued liabilities11.6 8.6Long-term debt0.4 4.5Total derivative liability$13.2 $13.1The ineffective portion of changes in fair value resulted in zero charged or credited to earnings for the years ended December 31, 2015 , 2014 and 2013 .Our foreign currency forward contracts, certain commodity derivatives and our $125 million fixed and variable interest rate swaps did not meet the criteriato qualify for hedge accounting. The effect on operating results of items not qualifying for hedge accounting was a charge (benefit) of $2.1 million, $1.4 millionand ($0.4 million) in 2015 , 2014 and 2013 , respectively.Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKWe are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing andfinancing activities and our operations that use foreign currencies. The risk of loss can be assessed from the perspective of adverse changes in fair values, cashflows and future earnings. We have established policies and procedures governing our management of market risks and the use of financial instruments to manageexposure to such risks.Energy costs, including electricity and natural gas, and certain raw materials used in our production processes are subject to price volatility. Depending onmarket conditions, we may enter into futures contracts and put and call option contracts in order to reduce the impact of commodity price fluctuations. As ofDecember 31, 2015 , we maintained open positions on futures contracts with a notional value totaling $63.6 million ( $89.3 million at December 31, 2014). Assuming a hypothetical 10% increase in commodity prices, which are currently hedged, as of December 31, 2015 , we would experience an $6.4 million ($8.9million at December 31, 2014 ) increase in our cost of inventory purchased, which would be substantially offset by a corresponding increase in the value of relatedhedging instruments.We transact business in various foreign currencies other than the USD which exposes us to movements in exchange rates which may impact revenue andexpenses, assets and liabilities and cash flows. Our significant foreign currency exposure is denominated with European currencies, primarily the Euro, althoughexposures also exist in other currencies of Asia Pacific, Latin America, Middle East and Africa. For all derivative positions, we evaluated the effects of a 10% shiftin exchange rates between those currencies and the USD, holding all other assumptions constant. Unfavorable currency movements of 10% would negatively affectthe fair values of the derivatives held to hedge currency exposures by $3.3 million. These unfavorable changes would generally have been offset by favorablechanges in the values of the underlying exposures.54We are exposed to changes in interest rates primarily as a result of our investing and financing activities. The effect of interest rates on our investingactivity is not material to our consolidated financial position, results of operations or cash flows. Our current debt structure is used to fund business operations, andcommitments from banks under our senior revolving credit facility are a source of liquidity. As of December 31, 2015 , we had long-term borrowings, includingcurrent installments and capital lease obligations, of $3,881.7 million ( $675.1 million at December 31, 2014 ) of which $2,305.9 million ($305.0 million atDecember 31, 2014 ) was issued at variable rates.In June 2012, we terminated $73.1 million of interest rate swaps with Wells Fargo that had been entered into on the SunBelt Notes in May 2011. The resultwas a gain of $2.2 million which will be recognized through 2017. As of December 31, 2015 , $0.4 million of this gain was included in long-term debt.In March 2010, we entered into interest rate swaps on $125 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates toa counterparty who, in turn, pays us fixed rates. The counterparty to these agreements is Citibank. In October 2011, we entered into $125 million of interest rateswaps with equal and opposite terms as the $125 million variable interest rate swaps on the 2016 Notes. We have agreed to pay a fixed rate to a counterparty who,in turn, pays us variable rates. The counterparty to this agreement is also Citibank. The result was a gain of $11.0 million on the $125 million variable interest rateswaps, which will be recognized through 2016. As of December 31, 2015 , $1.2 million of this gain was included in current installments of long-term debt. InOctober 2011, we de-designated our $125 million interest rate swaps that had previously been designated as fair value hedges. The $125 million variable interestrate swaps and the $125 million fixed interest rate swaps do not meet the criteria for hedge accounting. All changes in the fair value of these interest rate swaps arerecorded currently in earnings.Assuming no changes in the $2,305.9 million of variable-rate debt levels from December 31, 2015 , we estimate that a hypothetical change of 100-basispoints in the LIBOR interest rates from 2015 would impact annual interest expense by $23.1 million.The following table reflects the swap activity related to certain debt obligations:Underlying Debt Instrument SwapAmount Date of Swap December 31, 2015 ($ in millions) Olin PaysFloating Rate:6.75%, due 2016 $65.0 March 2010 3.75 - 4.75%(a) 6.75%, due 2016 $60.0 March 2010 3.75 - 4.75%(a) Olin ReceivesFloating Rate:6.75%, due 2016 $65.0 October 2011 3.75 - 4.75%(a) 6.75%, due 2016 $60.0 October 2011 3.75 - 4.75%(a) (a)Actual rate is set in arrears. We project the rate will fall within the range shown.These interest rate swaps reduced interest expense by $2.8 million in 2015 and $2.9 million in both 2014 and 2013 .If the actual changes in commodities, foreign currency, or interest pricing is substantially different than expected, the net impact of commodity risk, foreigncurrency risk, or interest rate risk on our cash flow may be materially different than that disclosed above.We do not enter into any derivative financial instruments for speculative purposes.55CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS:This report includes forward-looking statements. These statements relate to analyses and other information that are based on management’s beliefs, certainassumptions made by management, forecasts of future results and current expectations, estimates and projections about the markets and economy in which we andour various segments operate. The statements contained in this report that are not statements of historical fact may include forward-looking statements that involvea number of risks and uncertainties.We have used the words “anticipate,” “intend,” “may,” “expect,” “believe,” “should,” “plan,” “estimate,” “project,” “forecast,” “optimistic” and variationsof such words and similar expressions in this report to identify such forward-looking statements. These statements are not guarantees of future performance andinvolve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes andresults may differ materially from those matters expressed or implied in such forward-looking statements. We undertake no obligation to update publicly anyforward-looking statements, whether as a result of future events, new information or otherwise.The risks, uncertainties, and assumptions involved in our forward-looking statements include those discussed under Item 1A—“Risk Factors.” You shouldconsider all of our forward-looking statements in light of these factors. In addition, other risks and uncertainties not presently known to us or that we considerimmaterial could affect the accuracy of our forward-looking statements.56Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGThe management of Olin Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. Olin’s internalcontrol system was designed to provide reasonable assurance to the company’s management and board of directors regarding the preparation and fair presentationof published financial statements.All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provideonly reasonable assurance with respect to financial statement preparation and presentation, and may not prevent or detect all misstatements.During the year ended December 31, 2015, we completed a series of transactions consummated on October 5, 2015 which resulted in the acquisition fromThe Dow Chemical Company (TDCC) of its U.S. Chlor Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses (collectively, the AcquiredBusiness). In accordance with the SEC’s published guidance, management’s assessment of the effectiveness of internal control over financial reporting did notinclude consideration of the internal controls of the Acquired Business. The Acquired Business’s financial results are included in Olin’s consolidated financialstatements and constituted total assets of $6,360.3 million as of December 31, 2015 and $802.6 million of sales for the year then ended.The management of Olin Corporation has assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2015 . Inmaking this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013) to guide our analysis and assessment. Based on our assessment as of December 31, 2015 , the company’s internal control overfinancial reporting was effective based on those criteria.Our independent registered public accountants, KPMG LLP, have audited and issued a report on our internal control over financial reporting, which appearsin this Form 10-K./s/ Joseph D. RuppChairman and Chief Executive Officer/s/ Todd A. SlaterVice President and Chief Financial Officer57REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of Directors and Shareholders of Olin Corporation:We have audited the accompanying consolidated balance sheets of Olin Corporation and subsidiaries as of December 31, 2015 and 2014, and the relatedconsolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period endedDecember 31, 2015. We also have audited Olin Corporation’s internal control over financial reporting as of December 31, 2015, based on criteria established inInternal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Olin Corporation’smanagement is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment ofthe effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Ourresponsibility is to express an opinion on these consolidated financial statements and an opinion on Olin Corporation’s internal control over financial reportingbased on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effectiveinternal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a testbasis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made bymanagement, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understandingof internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believethat our audits provide a reasonable basis for our opinions.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control overfinancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Olin Corporation andsubsidiaries as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the three-year period endedDecember 31, 2015, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Olin Corporation maintained, in all material respects,effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issuedby the Committee of Sponsoring Organizations of the Treadway Commission (COSO).Olin Corporation acquired the U.S. Chlor Alkali and Vinyl, Global Chlorinated Organics, and Global Epoxy businesses from The Dow Chemical Company(collectively, the Acquired Business) during 2015, and management excluded from its assessment of the effectiveness of Olin Corporation’s internal control overfinancial reporting as of December 31, 2015, the Acquired Business’ internal control over financial reporting associated with total assets of $6,360.3 million andtotal sales of $802.6 million included in the consolidated financial statements of Olin Corporation as of and for the year ended December 31, 2015. Our audit ofinternal control over financial reporting of Olin Corporation also excluded an evaluation of the internal control over financial reporting of the Acquired Business./s/ KPMG LLPSt. Louis, MissouriFebruary 29, 201658CONSOLIDATED BALANCE SHEETSDecember 31(In millions, except per share data)Assets2015 2014Current assets: Cash and cash equivalents$392.0 $256.8Receivables, net783.4 263.1Income taxes receivable32.9 21.6Inventories685.2 210.1Current deferred income taxes— 54.2Other current assets39.9 10.3Total current assets1,933.4 816.1Property, plant and equipment, net3,953.4 931.0Deferred income taxes95.9 12.5Other assets487.5 67.9Intangible assets, net677.5 123.5Goodwill2,174.1 747.1Total assets$9,321.8 $2,698.1Liabilities and Shareholders’ Equity Current liabilities: Current installments of long-term debt$206.5 $16.4Accounts payable608.2 146.8Income taxes payable4.9 0.2Accrued liabilities328.1 214.3Total current liabilities1,147.7 377.7Long-term debt3,675.2 658.7Accrued pension liability648.9 182.0Deferred income taxes1,095.2 107.1Other liabilities336.0 359.3Total liabilities6,903.0 1,684.8Commitments and contingencies Shareholders’ equity: Common stock, par value $1 per share: Authorized, 240.0 shares (120.0 in 2014); Issued and outstanding, 165.1 shares (77.4 in 2014)165.1 77.4Additional paid-in capital2,236.4 788.3Accumulated other comprehensive loss(492.5) (443.1)Retained earnings509.8 590.7Total shareholders’ equity2,418.8 1,013.3Total liabilities and shareholders’ equity$9,321.8 $2,698.1The accompanying notes to consolidated financial statements are an integral part of the consolidated financial statements.59CONSOLIDATED STATEMENTS OF OPERATIONSYears ended December 31(In millions, except per share data) 2015 2014 2013Sales$2,854.4 $2,241.2 $2,515.0Operating expenses: Cost of goods sold2,486.8 1,853.2 2,033.7Selling and administration186.5 166.2 190.0Restructuring charges2.7 15.7 5.5Acquisition-related costs123.4 4.2 —Other operating income45.7 1.5 0.7Operating income100.7 203.4 286.5Earnings of non-consolidated affiliates1.7 1.7 2.8Interest expense97.0 43.8 38.6Interest income1.1 1.3 0.6Other income (expense)0.2 0.1 (1.3)Income from continuing operations before taxes6.7 162.7 250.0Income tax provision8.1 57.7 71.4Income (loss) from continuing operations(1.4) 105.0 178.6Income from discontinued operations, net— 0.7 —Net (loss) income$(1.4) $105.7 $178.6Net (loss) income per common share: Basic (loss) income per common share: Income (loss) from continuing operations$(0.01) $1.33 $2.24Income from discontinued operations, net— 0.01 —Net (loss) income$(0.01) $1.34 $2.24Diluted (loss) income per common share: Income (loss) from continuing operations$(0.01) $1.32 $2.21Income from discontinued operations, net— 0.01 —Net (loss) income$(0.01) $1.33 $2.21Average common shares outstanding: Basic103.4 78.6 79.9Diluted103.4 79.7 80.9The accompanying notes to consolidated financial statements are an integral part of the consolidated financial statements.60CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEYears ended December 31(In millions) 2015 2014 2013Net (loss) income$(1.4) $105.7 $178.6Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments, net(9.8) (1.8) (2.6)Unrealized losses on derivative contracts, net(2.7) (5.1) (3.8)Pension and postretirement liability adjustments, net(78.8) (86.6) (7.7)Amortization of prior service costs and actuarial losses, net41.9 15.5 20.3Total other comprehensive (loss) income, net of tax(49.4) (78.0) 6.2Comprehensive (loss) income$(50.8) $27.7 $184.8The accompanying notes to consolidated financial statements are an integral part of the consolidated financial statements.61CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY(In millions, except per share data) Common Stock AdditionalPaid-InCapital AccumulatedOtherComprehensiveLoss RetainedEarnings TotalShareholders’EquitySharesIssued ParValue Balance at January 1, 201380.2 $80.2 $856.1 $(371.3) $433.4 $998.4Net income— — — — 178.6 178.6Other comprehensive income— — — 6.2 — 6.2Dividends paid: Common stock ($0.80 per share)— — — — (64.0) (64.0)Common stock repurchased and retired(1.5) (1.5) (34.7) — — (36.2)Common stock issued for: Stock options exercised0.5 0.5 9.2 — — 9.7Other transactions0.2 0.2 3.0 — — 3.2Stock-based compensation— — 5.2 — — 5.2Balance at December 31, 201379.4 79.4 838.8 (365.1) 548.0 1,101.1Net income— — — — 105.7 105.7Other comprehensive loss— — — (78.0) — (78.0)Dividends paid: Common stock ($0.80 per share)— — — — (63.0) (63.0)Common stock repurchased and retired(2.5) (2.5) (62.3) — — (64.8)Common stock issued for: Stock options exercised0.5 0.5 11.6 — — 12.1Other transactions— — (1.4) — — (1.4)Stock-based compensation— — 1.6 — — 1.6Balance at December 31, 201477.4 77.4 788.3 (443.1) 590.7 1,013.3Net loss— — — — (1.4) (1.4)Other comprehensive loss— — — (49.4) — (49.4)Dividends paid: Common stock ($0.80 per share)— — — — (79.5) (79.5)Common stock issued for: Stock options exercised0.1 0.1 3.0 — — 3.1Other transactions0.1 0.1 2.2 — — 2.3Business acquired in purchase transaction,net of issuance costs87.5 87.5 1,438.0 — — 1,525.5Stock-based compensation— — 4.9 — — 4.9Balance at December 31, 2015165.1 $165.1 $2,236.4 $(492.5) $509.8 $2,418.8The accompanying notes to consolidated financial statements are an integral part of the consolidated financial statements.62CONSOLIDATED STATEMENTS OF CASH FLOWSYears ended December 31(In millions) 2015 2014 2013Operating Activities Net (loss) income$(1.4) $105.7 $178.6Adjustments to reconcile net (loss) income to net cash and cash equivalents provided by(used for) operating activities: Earnings of non-consolidated affiliates(1.7) (1.7) (2.8)Gain on disposition of non-consolidated affiliate— — (6.5)Gains on disposition of property, plant and equipment(25.2) (1.1) (0.4)Stock-based compensation7.6 5.1 8.8Depreciation and amortization228.9 139.1 135.3Deferred income taxes5.6 31.0 12.4Write-off of equipment and facility included in restructuring charges0.5 3.3 —Qualified pension plan contributions(0.9) (0.8) (1.0)Qualified pension plan income(32.0) (28.5) (24.1)Change in assets and liabilities: Receivables(115.1) 25.8 18.9Income taxes receivable/payable(12.6) (27.8) 0.4Inventories(1.7) (23.6) 8.6Other current assets(30.6) 1.7 0.7Accounts payable and accrued liabilities185.1 (38.5) 1.0Other assets37.6 5.2 1.3Other noncurrent liabilities(32.5) (33.2) (14.5)Other operating activities5.5 (2.5) 0.3Net operating activities217.1 159.2 317.0Investing Activities Capital expenditures(130.9) (71.8) (90.8)Business acquired and related transactions, net of cash acquired(408.1) — —Proceeds from sale/leaseback of equipment— — 35.8Proceeds from disposition of property, plant and equipment26.2 5.6 4.6Distributions from affiliated companies, net8.8 — 1.5Restricted cash activity, net— 4.2 7.7Other investing activities— 0.3 (2.6)Net investing activities(504.0) (61.7) (43.8)Financing Activities Long-term debt: Borrowings1,275.0 150.0 —Repayments(730.7) (162.4) (23.7)Earn out payment - SunBelt— (14.8) (17.1)Common stock repurchased and retired— (64.8) (36.2)Stock options exercised2.2 6.6 8.8Excess tax benefits from stock-based compensation0.4 1.1 1.6Dividends paid(79.5) (63.0) (64.0)Debt and equity issuance costs(45.2) (1.2) —Net financing activities422.2 (148.5) (130.6)Effect of exchange rate changes on cash and cash equivalents(0.1) — —Net increase (decrease) in cash and cash equivalents135.2 (51.0) 142.6Cash and cash equivalents, beginning of year256.8 307.8 165.2Cash and cash equivalents, end of year$392.0 $256.8 $307.8Cash paid for interest and income taxes: Interest$32.3 $36.8 $37.2Income taxes, net of refunds$5.3 $49.0 $61.3The accompanying notes to consolidated financial statements are an integral part of the consolidated financial statements.63NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDESCRIPTION OF BUSINESSOlin Corporation is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO. On October 5, 2015 (the ClosingDate), we acquired from The Dow Chemical Company (TDCC) its U.S. Chlor Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses(collectively, the Acquired Business), whose operating results are included in the accompanying financial statements since the Closing Date. For segment reportingpurposes, a portion of the Acquired Business’s operating results comprise the newly created Epoxy segment with the remaining operating results combined withOlin’s Chlor Alkali Products and Chemical Distribution segments to comprise the newly created Chlor Alkali Products and Vinyls segment.We are a manufacturer concentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. Chlor Alkali Products andVinyls manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbontetrachloride, perchloroethylene, trichloroethylene and vinylidene chloride, hydrochloric acid, hydrogen, bleach products and potassium hydroxide. The Epoxysegment produces and sells a full range of epoxy materials, including allyl chloride, epichlorohydrin, liquid epoxy resins and downstream products such asconverted epoxy resins and additives. The Winchester segment products include sporting ammunition, reloading components, small caliber military ammunitionand components, and industrial cartridges. See our discussion of our segment disclosures contained in Item 7—“Management’s Discussion and Analysis ofFinancial Condition and Results of Operations.”ACCOUNTING POLICIESThe preparation of the consolidated financial statements requires estimates and assumptions that affect amounts reported and disclosed in the financialstatements and related notes. Actual results could differ from those estimates.Basis of PresentationThe consolidated financial statements include the accounts of Olin Corporation and all majority-owned subsidiaries. Investment in our affiliates areaccounted for on the equity method. Accordingly, we include only our share of earnings or losses of these affiliates in consolidated net (loss) income. Certainreclassifications were made to prior year amounts to conform to the 2015 presentation.Revenue RecognitionRevenues are recognized on sales of product at the time the goods are shipped and the risks of ownership have passed to the customer. Shipping andhandling fees billed to customers are included in sales. Allowances for estimated returns, discounts and rebates are recognized when sales are recorded and arebased on various market data, historical trends and information from customers. Actual returns, discounts and rebates have not been materially different fromestimates.Cost of Goods Sold and Selling and Administration ExpensesCost of goods sold includes the costs of inventory sold, related purchasing, distribution and warehousing costs, costs incurred for shipping and handling,depreciation and amortization expense related to these activities and environmental remediation costs and recoveries. Selling and administration expenses includepersonnel costs associated with sales, marketing and administration, research and development, legal and legal-related costs, consulting and professional servicesfees, advertising expenses, depreciation expense related to these activities, foreign currency translation and other similar costs.Other Operating IncomeOther operating income consists of miscellaneous operating income items, which are related to our business activities, and (losses) gains on disposition ofproperty, plant and equipment.64Included in other operating income were the following: Years Ended December 31, 2015 2014 2013 ($ in millions)(Losses) gains on disposition of property, plant and equipment, net$(0.6) $0.2 $(1.1)Gains on dispositions of former manufacturing facilities— — 1.5Gains on insurance recoveries46.0 — —Gain on resolution of a contract matter— 1.0 —Other0.3 0.3 0.3Other operating income$45.7 $1.5 $0.7The gains on insurance recoveries in 2015 included insurance recoveries for property damage and business interruption of $42.3 million related to theportion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014 and $3.7 million related to the McIntosh, AL chlor alkalifacility.Other Income (Expense)Other income (expense) consists of non-operating income items which are not related to our primary business activities. Other income (expense) in 2013included $7.9 million of expense for our earn out liability from the acquisition of the remaining 50% of the SunBelt Chlor Alkali Partnership, which we refer to asSunBelt. Other income (expense) in 2013 also included a gain of $6.5 million on the sale of our equity interest in a bleach joint venture.Foreign Currency TranslationOur worldwide operations utilize the U.S. dollar (USD) or local currency as the functional currency, where applicable. For foreign entities where the USD isthe functional currency, gains and losses resulting from balance sheet translations are included in selling and administration. For foreign entities where the localcurrency is the functional currency, assets and liabilities denominated in local currencies are translated into USD at end-of-period exchange rates and the resultanttranslation adjustments are included in accumulated other comprehensive loss. Assets and liabilities denominated in other than the local currency are remeasuredinto the local currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur. Incomeand expenses are translated into USD using an approximation of the average rate prevailing during the period. We change the functional currency of our separateand distinct foreign entities only when significant changes in economic facts and circumstances indicate clearly that the functional currency has changed.Cash and Cash EquivalentsAll highly liquid investments, with a maturity of three months or less at the date of purchase, are considered to be cash equivalents.Short-Term InvestmentsWe classify our marketable securities as available-for-sale, which are reported at fair market value with unrealized gains and losses included in accumulatedother comprehensive loss, net of applicable taxes. The fair value of marketable securities is determined by quoted market prices. Realized gains and losses onsales of investments, as determined on the specific identification method, and declines in value of securities judged to be other-than-temporary are included in otherincome (expense) in the consolidated statements of operations. Interest and dividends on all securities are included in interest income and other income (expense),respectively.65Allowance for Doubtful Accounts ReceivableWe evaluate the collectibility of accounts receivable based on a combination of factors. We estimate an allowance for doubtful accounts as a percentage ofnet sales based on historical bad debt experience. This estimate is periodically adjusted when we become aware of a specific customer’s inability to meet itsfinancial obligations (e.g., bankruptcy filing) or as a result of changes in the overall aging of accounts receivable. While we have a large number of customers thatoperate in diverse businesses and are geographically dispersed, a general economic downturn in any of the industry segments in which we operate could result inhigher than expected defaults, and, therefore, the need to revise estimates for the provision for doubtful accounts could occur.InventoriesInventories are valued at the lower of cost or market. For U.S. inventories, inventory costs are determined principally by the dollar value last-in, first-out(LIFO) method of inventory accounting while for international inventories, inventory costs are determined principally by the first-in, first-out (FIFO) method ofinventory accounting. Cost for other inventories has been determined principally by the average-cost method (primarily operating supplies, spare parts andmaintenance parts). Elements of costs in inventories include raw materials, direct labor and manufacturing overhead.Property, Plant and EquipmentProperty, plant and equipment are recorded at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the relatedassets. Interest costs incurred to finance expenditures for major long-term construction projects are capitalized as part of the historical cost and included inproperty, plant and equipment and are depreciated over the useful lives of the related assets. Leasehold improvements are amortized over the term of the lease orthe estimated useful life of the improvement, whichever is shorter. Start-up costs are expensed as incurred. Expenditures for maintenance and repairs are chargedto expense when incurred while the costs of significant improvements, which extend the useful life of the underlying asset, are capitalized.Property, plant and equipment are reviewed for impairment when conditions indicate that the carrying values of the assets may not be recoverable. Suchimpairment conditions include an extended period of idleness or a plan of disposal. If such impairment indicators are present or other factors exist that indicate thatthe carrying amount of an asset may not be recoverable, we determine whether impairment has occurred through the use of an undiscounted cash flow analysis atthe lowest level for which identifiable cash flows exist. For our Chlor Alkali Products and Vinyls, Epoxy and Winchester segments, the lowest level for whichidentifiable cash flows exist is the operating facility level or an appropriate grouping of operating facilities level. The amount of impairment loss, if any, ismeasured by the difference between the net book value of the assets and the estimated fair value of the related assets.Restricted CashRestricted cash, which is restricted as to withdrawal or usage, is classified on our consolidated balance sheet as a noncurrent asset separately from cash andcash equivalents. Asset Retirement ObligationsWe record the fair value of an asset retirement obligation associated with the retirement of a tangible long-lived asset as a liability in the periodincurred. The liability is measured at discounted fair value and is adjusted to its present value in subsequent periods as accretion expense is recorded. Thecorresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s useful life. Assetretirement obligations are reviewed annually in the fourth quarter and/or when circumstances or other events indicate that changes underlying retirementassumptions may have occurred.66The activity of our asset retirement obligation was as follows: December 31, 2015 2014 ($ in millions)Beginning balance$54.4 $60.8Accretion3.6 3.5Spending(8.2) (11.2)Currency translation adjustments(1.1) (0.7)Acquisition activity1.7 —Adjustments3.1 2.0Ending balance$53.5 $54.4At December 31, 2015 and 2014 , our consolidated balance sheets included an asset retirement obligation of $46.2 million and $44.2 million , respectively,which were classified as other noncurrent liabilities.In 2015 , we had net adjustments that increased the asset retirement obligation by $3.1 million , which were primarily comprised of increases in estimatedcosts for certain assets. In 2014 , we had net adjustments that increased the asset retirement obligation by $2.0 million , which were primarily due to changes in theestimated timing of payments for certain assets.Comprehensive Income (Loss)Accumulated other comprehensive loss consists of foreign currency translation adjustments, pension and postretirement liability adjustments, pension andpostretirement amortization of prior service costs and actuarial losses and net unrealized (losses) gains on derivative contracts. Goodwill and Intangible AssetsGoodwill is not amortized, but is reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairmentmay have occurred. On January 1, 2012, we adopted Accounting Standards Update (ASU) 2011-08 “Testing Goodwill for Impairment” (ASU 2011-08) whichpermits entities to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount beforeapplying the two-step goodwill impairment test. Circumstances that are considered as part of the qualitative assessment and could trigger the two-step impairmenttest include, but are not limited to: a significant adverse change in the business climate; a significant adverse legal judgment; adverse cash flow trends; an adverseaction or assessment by a government agency; unanticipated competition; decline in our stock price; and a significant restructuring charge within a reporting unit. We define reporting units at the business segment level or one level below the business segment level. For purposes of testing goodwill for impairment, goodwillhas been allocated to our reporting units to the extent it relates to each reporting unit. Based upon our qualitative assessment, it is more likely than not that the fairvalue of our reporting units are greater than their carrying value at December 31, 2015. No impairment charges were recorded for 2015 , 2014 or 2013 .It is our practice, at a minimum, to perform a quantitative goodwill impairment test in the fourth quarter every three years. In the fourth quarter of 2014, weperformed our triennial quantitative goodwill impairment test for our reporting units. We use a discounted cash flow approach to develop the estimated fair valueof a reporting unit when a quantitative test is performed. Management judgment is required in developing the assumptions for the discounted cash flowmodel. We also corroborate our discounted cash flow analysis by evaluating a market-based approach that considers earnings before interest, taxes, depreciationand amortization (EBITDA) multiples from a representative sample of comparable public companies. As a further indicator that each reporting unit has beenvalued appropriately using a discounted cash flow model, the aggregate fair value of all reporting units is reconciled to the total market value of Olin. Animpairment would be recorded if the carrying amount exceeded the estimated fair value.67The discount rate, profitability assumptions and terminal growth rate of our reporting units and the cyclical nature of the chlor alkali industry were thematerial assumptions utilized in the discounted cash flow model used to estimate the fair value of each reporting unit. The discount rate reflects a weighted-average cost of capital, which is calculated based on observable market data. Some of these data (such as the risk free or treasury rate and the pretax cost of debt)are based on the market data at a point in time. Other data (such as the equity risk premium) are based upon market data over time for a peer group of companies inthe chemical manufacturing or distribution industries with a market capitalization premium added, as applicable.The discounted cash flow analysis requires estimates, assumptions and judgments about future events. Our analysis uses our internally generated long-rangeplan. Our discounted cash flow analysis uses the assumptions in our long-range plan about terminal growth rates, forecasted capital expenditures and changes infuture working capital requirements to determine the implied fair value of each reporting unit. The long-range plan reflects management judgment, supplementedby independent chemical industry analyses which provide multi-year industry operating and pricing forecasts.We believe the assumptions used in our goodwill impairment analysis are appropriate and result in reasonable estimates of the implied fair value of eachreporting unit. However, given the economic environment and the uncertainties regarding the impact on our business, there can be no assurance that our estimatesand assumptions, made for purposes of our goodwill impairment testing will prove to be an accurate prediction of the future. If our assumptions regarding futureperformance are not achieved, we may be required to record goodwill impairment charges in future periods. It is not possible at this time to determine if any suchfuture impairment charge would result or, if it does, whether such charge would be material.During 2012, we adopted ASU 2012-02 “Testing Indefinite Lived Intangible Assets for Impairment” (ASU 2012-02) which permits entities to make aqualitative assessment of whether it is more likely than not that an indefinite-lived intangible asset’s fair value is less than its carrying amount before performing aquantitative impairment test. Circumstances that are considered as part of the qualitative assessment and could trigger a quantitative impairment test include, butare not limited to: a significant adverse change in the business climate; a significant adverse legal judgment including asset specific factors; adverse cash flowtrends; an adverse action or assessment by a government agency; unanticipated competition; decline in our stock price; and a significant restructuring charge withina reporting unit. Based upon our qualitative assessment, it is more likely than not that the fair value of our indefinite-lived intangible asset is greater than itscarrying amount as of December 31, 2015 . No impairment of our intangible assets were recorded in 2015 , 2014 or 2013 .Other AssetsIncluded in other assets were the following: December 31, 2015 2014 ($ in millions)Investments in non-consolidated affiliates$25.0 $23.3Deferred debt issuance costs34.2 10.3Bleach joint venture receivable— 7.8Income tax receivable1.5 6.6Interest rate swaps— 3.5Supply contracts406.5 —Other20.3 16.4Other assets$487.5 $67.9In connection with the Acquisition, Olin and TDCC have agreed to enter into arrangements for the long-term supply of ethylene by TDCC to Olin, pursuantto which, among other things, Olin has made upfront payments of $433.5 million upon the Closing Date in order to receive ethylene at producer economics and forcertain reservation fees for the option to obtain additional future ethylene supply at producer economics. The fair value of the long-term supply contracts recordedas of the Closing Date was a long-term asset of $410.8 million which will be amortized over the life of the contracts as ethylene is received. If the options areexercised by us, additional payments will be made to TDCC of between $230 million and $250 million on or about the fourth quarter of 2017 and between $425million and $465 million on or about the fourth quarter of 2020, which will increase the value of the long-term asset. Amortization expense of $4.3 million wasrecognized within cost of goods sold in 2015 related to these supply contracts and is reflected in depreciation and amortization on the consolidated statements ofcash flows. The long-term supply contracts are monitored for impairment each reporting period.68Environmental Liabilities and ExpendituresAccruals (charges to income) for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability canbe reasonably estimated, based upon current law and existing technologies. These amounts, which are not discounted and are exclusive of claims against thirdparties, are adjusted periodically as assessment and remediation efforts progress or additional technical or legal information becomes available. Environmentalcosts are capitalized if the costs increase the value of the property and/or mitigate or prevent contamination from future operations.Discontinued OperationsWe present the results of operations, financial position and cash flows that have either been sold or that meet the criteria for “held for sale” accounting asdiscontinued operations. At the time an operation qualifies for held for sale accounting, the operation is evaluated to determine whether or not the carrying valueexceeds its fair value less cost to sell. Any loss as a result of carrying value in excess of fair value less cost to sell is recorded in the period the operation meets heldfor sale accounting. Management judgment is required to assess the criteria required to meet held for sale accounting, and estimate fair value. Changes to theoperation could cause it to no longer qualify for held for sale accounting and changes to fair value or adjustments to amounts previously reported as discontinuedoperations could result in an increase or decrease to previously recognized losses.Income TaxesDeferred taxes are provided for differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the yearin which the differences are expected to reverse. A valuation allowance is provided to offset deferred tax assets if, based on the available evidence, it is more likelythan not that some or all of the value of the deferred tax assets will not be realized.Derivative Financial InstrumentsWe are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing andfinancing activities and our operations that use foreign currencies. The risk of loss can be assessed from the perspective of adverse changes in fair values, cashflows and future earnings. We have established policies and procedures governing our management of market risks and the use of financial instruments to manageexposure to such risks. We use hedge accounting treatment for substantially all of our business transactions whose risks are covered using derivativeinstruments. The hedge accounting treatment provides for the deferral of gains or losses on derivative instruments until such time as the related transactions occur.Concentration of Credit RiskAccounts receivable is the principal financial instrument which subjects us to a concentration of credit risk. Credit is extended based upon the evaluation ofa customer’s financial condition and, generally, collateral is not required. Concentrations of credit risk with respect to receivables are somewhat limited due to ourlarge number of customers, the diversity of these customers’ businesses and the geographic dispersion of such customers. Our accounts receivable arepredominantly derived from sales denominated in USD or the Euro. We maintain an allowance for doubtful accounts based upon the expected collectibility of alltrade receivables.Fair ValueFair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties or the amount thatwould be paid to transfer a liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is basedon observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models areapplied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency forthe instruments or market and the instruments’ complexity.69Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputsused to measure their fair value. Hierarchical levels, defined by Accounting Standards Codification (ASC) 820 “Fair Value Measurement” (ASC 820), and directlyrelated to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:Level 1 — Inputs were unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.Level 2 — Inputs (other than quoted prices included in Level 1) were either directly or indirectly observable for the asset or liability throughcorrelation with market data at the measurement date and for the duration of the instrument’s anticipated life.Level 3 — Inputs reflected management’s best estimate of what market participants would use in pricing the asset or liability at the measurementdate. Consideration was given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.Retirement-Related BenefitsWe account for our defined benefit pension plans and non-pension postretirement benefit plans using actuarial models required by ASC 715“Compensation-Retirement Benefits” (ASC 715). These models use an attribution approach that generally spreads the financial impact of changes to the plan andactuarial assumptions over the average remaining service lives of the employees in the plan. Changes in liability due to changes in actuarial assumptions such asdiscount rate, rate of compensation increases and mortality, as well as annual deviations between what was assumed and what was experienced by the plan aretreated as actuarial gains or losses. The principle underlying the required attribution approach is that employees render service over their average remaining servicelives on a relatively smooth basis and, therefore, the accounting for benefits earned under the pension or non-pension postretirement benefits plans should followthe same relatively smooth pattern. Substantially all domestic defined benefit pension plan participants are no longer accruing benefits; therefore, actuarial gainsand losses are amortized based upon the remaining life expectancy of the inactive plan participants. For the years ended December 31, 2015 and 2014 , the averageremaining life expectancy of the inactive participants in the defined benefit pension plan was 19 years and 18 years, respectively.One of the key assumptions for the net periodic pension calculation is the expected long-term rate of return on plan assets, used to determine the “market-related value of assets.” The “market-related value of assets” recognizes differences between the plan’s actual return and expected return over a five yearperiod. The required use of an expected long-term rate of return on the market-related value of plan assets may result in a recognized pension income that isgreater or less than the actual returns of those plan assets in any given year. Over time, however, the expected long-term returns are designed to approximate theactual long-term returns and, therefore, result in a pattern of income and expense recognition that more closely matches the pattern of the services provided by theemployees. As differences between actual and expected returns are recognized over five years, they subsequently generate gains and losses that are subject toamortization over the average remaining life expectancy of the inactive plan participants, as described in the preceding paragraph.We use long-term historical actual return information, the mix of investments that comprise plan assets, and future estimates of long-term investment returnsand inflation by reference to external sources to develop the expected long-term rate of return on plan assets as of December 31.The discount rate assumptions used for pension and non-pension postretirement benefit plan accounting reflect the rates available on high-quality fixed-income debt instruments on December 31 of each year. The rate of compensation increase is based upon our long-term plans for such increases. For retireemedical plan accounting, we review external data and our own historical trends for healthcare costs to determine the healthcare cost trend rates.70Stock-Based CompensationWe measure the cost of employee services received in exchange for an award of equity instruments, such as stock options, performance shares and restrictedstock, based on the grant-date fair value of the award. This cost is recognized over the period during which an employee is required to provide service in exchangefor the award, the requisite service period (usually the vesting period). An initial measurement is made of the cost of employee services received in exchange foran award of liability instruments based on its current fair value and the value of that award is subsequently remeasured at each reporting date through the settlementdate. Changes in fair value of liability awards during the requisite service period are recognized as compensation cost over that period.The fair value of each option granted, which typically vests ratably over three years, but not less than one year, was estimated on the date of grant, using theBlack-Scholes option-pricing model with the following assumptions: 2015 2014 2013Dividend yield2.92% 3.13% 3.44%Risk-free interest rate1.69% 2.13% 1.35%Expected volatility34% 42% 43%Expected life (years)6.0 7.0 7.0Weighted-average grant fair value (per option)$6.80 $8.34 $7.05Weighted-average exercise price$27.40 $25.69 $23.28Shares granted776,750 624,200 621,000Dividend yield was based on a historical average. Risk-free interest rate was based on zero coupon U.S. Treasury securities rates for the expected life of theoptions. Expected volatility was based on our historical stock price movements, as we believe that historical experience is the best available indicator of theexpected volatility. Expected life of the option grant was based on historical exercise and cancellation patterns, as we believe that historical experience is the bestestimate for future exercise patterns.RECENT ACCOUNTING PRONOUNCEMENTSIn February 2016, the FASB issued ASU 2016-02 “Leases," which supersedes ASC 840 “Leases” and creates a new topic, ASC 842 "Leases." This updaterequires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. Theupdate also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15,2018 and interim periods within those fiscal years, with earlier application permitted. This update will be applied using a modified retrospective transition approachfor leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating theeffect of this update on our consolidated financial statements.In November 2015, the FASB issued ASU 2015-17 “Balance Sheet Classification of Deferred Taxes” (ASU 2015-17), which amends ASC 740 “IncomeTaxes” (ASC 740). This update requires deferred income tax liabilities and assets, and any related valuation allowance, to be classified as noncurrent on thebalance sheet. This update simplified the current guidance requiring the deferred taxes for each jurisdiction to be presented as a net current asset or liability and netnoncurrent asset or liability. This update is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. The guidancemay be applied either prospectively or retrospectively, with earlier application permitted. We adopted the provisions of ASU 2015-17 as of December 31, 2015,which was applied prospectively and therefore all prior periods have not been retrospectively adjusted.In September 2015, the FASB issued ASU 2015-16 “Simplifying the Accounting for Measurement - Period Adjustments” which amends ASC 805“Business Combinations.” This update requires that an acquirer in a business combination recognize adjustments to provisional amounts that are identified duringthe measurement period in the reporting period in which the adjustments are determined. This update is effective for fiscal years beginning after December 15,2015 and interim periods within those fiscal years. This update should be applied prospectively to adjustments of provisional amounts that occur after the effectivedate with earlier application permitted. The adoption of this standard could impact our consolidated financial statements as we finalize the preliminary purchaseaccounting for the Acquired Business.71In July 2015, the FASB issued ASU 2015-11 “Simplifying the Measurement of Inventory,” which amends ASC 330 “Inventory.” This update requiresentities to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, lessreasonable predictable costs of completion, disposal and transportation. This update simplifies the current guidance under which an entity must measure inventoryat the lower of cost or market. This update does not impact inventory measured using LIFO. This update is effective for fiscal years beginning after December 15,2016. This update will not have a material effect on our consolidated financial statements.In April 2015, the FASB issued ASU 2015-03 “Simplifying the Presentation of Debt Issuance Costs” and, in August 2015, the FASB issued ASU 2015-15“Interest - Imputation of Interest,” which both amend ASC 835-30 “Interest - Imputation of Interest.” These updates require that debt issuance costs related to arecognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability while debt issuance costs related toline-of-credit arrangements will continue to be presented as an asset. These updates are effective for fiscal years beginning after December 15, 2015. These updateswill require certain reclassifications on our consolidated balance sheets.In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers,” which amends ASC 605 “Revenue Recognition” and creates anew topic, ASC 606 “Revenue from Contracts with Customers.” This update provides guidance on how an entity should recognize revenue to depict the transfer ofpromised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods orservices. Upon initial application, the provisions of this update are required to be applied retrospectively to each prior reporting period presented or retrospectivelywith the cumulative effect of initially applying this update recognized at the date of initial application. This update also expands the disclosure requirementssurrounding revenue recorded from contracts with customers. In August 2015, the FASB issued ASU 2015-14 “Revenue from Contracts with Customers” (ASU2015-14), which amends ASC 606. This update defers the effective date of ASU 2014-09 for fiscal years, and interim periods within those years, beginning afterDecember 15, 2017. We are currently evaluating the effect of this update on our financial statements and have not yet determined the method of initial applicationwe will use.ACQUISITIONOn the Closing Date, Olin consummated the previously announced merger (the Merger), using a Reverse Morris Trust structure, of our wholly ownedsubsidiary, Blue Cube Acquisition Corp. (Merger Sub), with and into Blue Cube Spinco Inc. (Spinco), with Spinco as the surviving corporation and a whollyowned subsidiary of Olin, as contemplated by the Agreement and Plan of Merger (the Merger Agreement) dated March 26, 2015, among Olin, TDCC, Merger Suband Spinco (collectively, the Acquisition). Pursuant to the Merger Agreement and a Separation Agreement dated March 26, 2015 between TDCC and Spinco (theSeparation Agreement), prior to the Merger, (1) TDCC transferred the Acquired Business to Spinco and (2) TDCC distributed Spinco’s stock to TDCC’sshareholders by way of a split-off (the Distribution). Upon consummation of the transactions contemplated by the Merger Agreement and the SeparationAgreement (the Transactions), the shares of Spinco common stock then outstanding were automatically converted into the right to receive approximately 87.5million shares of Olin common stock, which were issued by Olin on the Closing Date, and represented approximately 53% of the outstanding shares of Olincommon stock, together with cash in lieu of fractional shares. Olin’s pre-Merger shareholders continued to hold the remaining approximately 47% of theoutstanding shares of Olin common stock. On the Closing Date, Spinco became a wholly owned subsidiary of Olin.72The following table summarizes the aggregate purchase price for the Acquired Business and related transactions, subject to certain post-closing adjustments: October 5,2015 (In millions, except pershare data)Shares87.5Value of common stock on October 2, 201517.46Equity consideration by exchange of shares$1,527.4Cash and debt instruments received by TDCC2,095.0Accrual for future payments90.2Up-front payments under the ethylene agreements433.5Total cash, debt and equity consideration$4,146.1Long-term debt assumed569.0Pension liabilities assumed447.1Aggregate purchase price$5,162.2The value of the common stock was based on the closing stock price on the last trading day prior to the Closing Date.In connection with the Acquisition, TDCC retained liabilities relating to the Acquired Business for litigation, releases of hazardous materials and violationsof environmental law to the extent arising prior to the Closing Date.During 2015, we incurred costs in connection with the Merger and related transactions, including $76.3 million of advisory, legal, accounting, integrationand other professional fees and $30.5 million of financing-related fees. In addition, $47.1 million of costs were incurred as a result of the change in control whichcreated a mandatory acceleration of expenses under deferred compensation plans as a result of the Transactions.For segment reporting purposes, the Acquired Business’s Global Epoxy operating results comprise the newly created Epoxy segment and U.S. Chlor Alkaliand Vinyl and Global Chlorinated Organics (Acquired Chlor Alkali Business) operating results combined with our former Chlor Alkali Products and ChemicalDistribution segments to comprise the newly created Chlor Alkali Products and Vinyls segment. The Acquired Business’s results of operations have been includedin our consolidated results for the period subsequent to the Closing Date. Our results for the year ended December 31, 2015 include Epoxy sales of $429.6 millionand a segment loss of $7.5 million and Chlor Alkali Products and Vinyls include sales of the Acquired Chlor Alkali Business of $373.0 million and segmentincome of $37.2 million .73The Transactions have been accounted for using the acquisition method of accounting which requires, among other things, that assets acquired and liabilitiesassumed be recognized at their fair values as of the acquisition date. We are in the process of determining the fair values of the Acquired Business’s tangible andintangible assets and liabilities. Initial estimates of those fair values are included in these consolidated financial statements; however, the valuation process is notcomplete, and we expect that adjustments to the initial valuation will be required. The following table summarizes the preliminary allocation of the purchase priceto the Acquired Business’s assets and liabilities: October 5,2015 ($ in millions)Total current assets$921.7Property, plant and equipment3,090.8Deferred taxes76.8Intangible assets582.3Other assets426.5Total assets acquired5,098.1Total current liabilities357.6Long-term debt517.9Accrued pension liability447.1Deferred tax liability1,054.9Other liabilities2.0Total liabilities assumed2,379.5Net identifiable assets acquired2,718.6Goodwill1,427.5Fair value of net assets acquired$4,146.1Included in total current assets are cash and cash equivalents of $25.4 million , inventories of $477.1 million and receivables of $418.9 million with acontracted value of $423.5 million . Included in total current liabilities are current installments of long-term debt of $51.1 million . Based on preliminary valuations, purchase price was allocated to intangible assets as follows: October 5, 2015 Weighted-AverageAmortization Period(Years) Gross Amount ($ in millions)Customers, customer contracts and relationships15 Years $490.3Acquired technology7 Years 85.0Trade nameIndefinite 7.0Total acquired intangible assets $582.3Based on preliminary valuations, $1,427.5 million was assigned to goodwill, none of which is deductible for tax purposes. The primary reasons for theAcquisition and the principal factors that contributed to the Acquired Business purchase price that resulted in the recognition of goodwill are due to the providingof increased production capacity and diversification of Olin’s product portfolio, cost-saving opportunities and enhanced size and geographic presence. The cost-saving opportunities include improved operating efficiencies and asset optimization.Goodwill recorded in the Acquisition is not amortized but will be reviewed for impairment annually in the fourth quarter and/or when circumstances or otherevents indicate that impairment may have occurred.74Transaction financingPrior to the Distribution, TDCC received from Spinco distributions of cash and debt instruments of Spinco with an aggregate value of $2,095.0 million(collectively, the Cash and Debt Distribution). On the Closing Date, Spinco issued $720.0 million aggregate principal amount of 9.75% senior notes due October15, 2023 (2023 Notes) and $500.0 million aggregate principal amount of 10.00% senior notes due October 15, 2025 (2025 Notes and, together with the 2023 Notes,the Notes) to TDCC. TDCC transferred the Notes to certain unaffiliated securityholders in satisfaction of existing debt obligations of TDCC held or acquired bythose unaffiliated securityholders. On October 5, 2015, certain initial purchasers purchased the Notes from the unaffiliated securityholders. Interest on the Notesbegan accruing from October 1, 2015 and will be paid semi-annually beginning on April 15, 2016. The Notes are not redeemable at any time prior to October 15,2020. Neither Olin nor Spinco received any proceeds from the sale of the Notes. Upon the consummation of the Transactions, Olin became guarantor of the Notes.On June 23, 2015, Spinco entered into a new five-year delayed-draw term loan facility of up to $1,050.0 million . As of the Closing Date, Spinco drew$875.0 million to finance the cash portion of the Cash and Debt Distribution. Also on June 23, 2015, Olin and Spinco entered into a new five-year $1,850.0 millionsenior credit facility consisting of a $500.0 million senior revolving credit facility, which replaced Olin’s $265.0 million senior revolving credit facility at theclosing of the Merger, and a $1,350.0 million (subject to reduction by the aggregate amount of the term loans funded to Spinco under the Spinco term loan facility)delayed-draw term loan facility. As of the Closing Date, an additional $475.0 million was drawn by Olin under this term loan facility which was used to pay feesand expenses of the Transactions, obtain additional funds for general corporate purposes and refinance Olin’s existing senior term loan facility due in 2019.Subsequent to the Closing Date, these senior credit facilities were consolidated into a single $1,850.0 million senior credit facility. This new senior credit facilitywill expire in 2020. The $500.0 million senior revolving credit facility includes a $100.0 million letter of credit subfacility. The term loan facility includesamortization payable in equal quarterly installments at a rate of 5.0% per annum for the first two years, increasing to 7.5% per annum for the following year and to10.0% per annum for the last two years. Under the new senior credit facility, we may select various floating rate borrowing options. The actual interest rate paid onborrowings under the senior credit facility is based on a pricing grid which is dependent upon the leverage ratio as calculated under the terms of the facility for theprior fiscal quarter. The facility includes various customary restrictive covenants, including restrictions related to the ratio of debt to earnings before interestexpense, taxes, depreciation and amortization (leverage ratio) and the ratio of earnings before interest expense, taxes, depreciation and amortization to interestexpense (coverage ratio). Compliance with these covenants is determined quarterly based on the operating cash flows.On August 25, 2015, Olin entered into a Credit Agreement (the Credit Agreement) with a syndicate of lenders and Sumitomo Mitsui Banking Corporation,as administrative agent, in connection with the Transactions. The Credit Agreement provides for a term credit facility (the Sumitomo Credit Facility) under whichOlin obtained term loans in an aggregate amount of $600.0 million . On November 3, 2015, we entered into an amendment to the Sumitomo Credit Facility whichincreased the aggregate amount of term loans available by $200.0 million . On the Closing Date, $600.0 million of loans under the Credit Agreement were madeavailable and borrowed upon and on November 5, 2015, $200.0 million of loans under the Credit Agreement were made available and borrowed upon. The termloans under the Sumitomo Credit Facility will mature on October 5, 2018 and will have no scheduled amortization payments. The proceeds of the Sumitomo CreditFacility were used to refinance existing Spinco indebtedness outstanding at the Closing Date, to pay fees and expenses in connection with the Transactions and forgeneral corporate purposes. The Credit Agreement contains customary representations, warranties and affirmative and negative covenants which are substantiallysimilar to those included in the new $1,850.0 million senior credit facility.On March 26, 2015, we and certain financial institutions executed commitment letters pursuant to which the financial institutions agreed to provide $3,354.5million of financing to Spinco to finance the amount of the Cash and Debt Distribution and to provide financing, if needed, to Olin to refinance certain of ourexisting debt (the Bridge Financing), in each case on the terms and conditions set forth in the commitment letters. The Bridge Financing was not drawn on tofacilitate the Transactions, and the commitments for the Bridge Financing have been terminated as of the Closing Date. For the year ended December 31, 2015, wepaid debt issuance costs of $30.0 million associated with the Bridge Financing, which are included in interest expense.Other acquisition-related transactionsIn connection with the Transactions, certain additional agreements have been entered into, including, among others, an Employee Matters Agreement, a TaxMatters Agreement, site, transitional and other services agreements, supply and purchase agreements, real estate agreements, technology licenses and intellectualproperty agreements. Payments of approximately75$90.2 million , subject to certain post-closing adjustments, will be made related to certain acquisition related liabilities including the estimated working capitaladjustment.In addition, Olin and TDCC have agreed to enter into arrangements for the long-term supply of ethylene by TDCC to Olin, pursuant to which, among otherthings, Olin has made upfront payments of $433.5 million upon the closing of the Merger in order to receive ethylene at producer economics and for certainreservation fees for the option to obtain additional future ethylene supply at producer economics. The fair value of the long-term supply contracts recorded as of theClosing Date was a long-term asset of $410.8 million which will be amortized over the life of the contracts as ethylene is received. If the options are exercised byus, additional payments will be made to TDCC of between $230 million and $250 million on or about the fourth quarter of 2017 and between $425 million and$465 million on or about the fourth quarter of 2020, which will increase the value of the long-term asset.In connection with the Transactions and effective October 1, 2015, we filed a Certificate of Amendment to our Articles of Incorporation to increase thenumber of authorized shares of Olin common stock from 120.0 million shares to 240.0 million shares.Pro forma financial informationThe following pro forma summary reflects consolidated results of operation as if the Acquisition had occurred on January 1, 2014 (unaudited). Years Ended December 31, 2015 2014 ($ in millions, except per share data)Sales$5,681.8 $6,948.2Net (loss) income(36.4) 2.4Net (loss) income per common share: Basic$(0.22) $0.01Diluted$(0.22) $0.01The pro forma financial information was prepared based on historical financial information and have been adjusted to give effect to pro forma adjustmentsthat are (i) directly attributable to the Transactions, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. The pro formastatements of income use estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to bereasonable; however, actual results may differ significantly from this pro forma financial information. The pro forma results presented do not include anyanticipated synergies or other expected benefits that may be realized from the Transactions. The pro forma information is not intended to reflect the actual resultsthat would have occurred had the companies actually been combined during the periods presented. The pro forma results for the years ended December 31, 2015 and 2014 primarily include recurring adjustments for re-pricing of sales, raw materials andservices to/from TDCC relating to arrangements for long-term supply agreements for the sale of raw materials, including ethylene and benzene, and servicespursuant to the Separation Agreement, adjustments to eliminate historical sales between the Acquired Business and Olin, additional amortization expense related tothe fair value of acquired identifiable intangible assets, additional depreciation expense related to the fair value adjustment to property, plant and equipment,interest expense related to the incremental debt issued in conjunction with the Acquisition and an adjustment to tax-effect the aforementioned pro formaadjustments using an estimated aggregate statutory income tax rate of the jurisdictions to which the above adjustments relate.In addition to the above recurring adjustments, the pro forma results for the years ended December 31, 2015 and 2014 included non-recurring adjustments of$47.0 million and $4.2 million , respectively, relating to the elimination of transaction costs incurred that are directly related to the Transactions, and do not have acontinuing impact on our combined operating results. The pro forma results for the year ended December 31, 2015 also included non-recurring adjustments of$47.1 million relating to the impact of costs incurred as a result of the change in control which created a mandatory acceleration of expenses under deferredcompensation plans and $24.0 million related to additional costs of goods sold related to the increase of inventory to fair value at the acquisition date related to thepreliminary purchase accounting for inventory.76RESTRUCTURING CHARGESOn December 12, 2014 , we announced that we had made the decision to permanently close the portion of the Becancour, Canada chlor alkali facility thathas been shut down since late June 2014. This action reduced the facility’s chlor alkali capacity by 185,000 tons. Subsequent to the shut down, the plantpredominantly focuses on bleach and hydrochloric acid, which are value-added products, as well as caustic soda. In the fourth quarter of 2014, we recorded pretaxrestructuring charges of $10.0 million for the write-off of equipment and facility costs, employee severance and related benefit costs and lease and other contracttermination costs related to these actions. For the year ended December 31, 2015 , we recorded pretax restructuring charges of $2.0 million for the write-off ofequipment and facility costs, lease and other contract termination costs and facility exit costs. We expect to incur additional restructuring charges through 2016 ofapproximately $4 million related to the shut down of this portion of the facility.On December 9, 2010 , our board of directors approved a plan to eliminate our use of mercury in the manufacture of chlor alkali products. Under the plan,the 260,000 tons of mercury cell capacity at our Charleston, TN facility was converted to 200,000 tons of membrane capacity capable of producing both potassiumhydroxide and caustic soda. The board of directors also approved plans to reconfigure our Augusta, GA facility to manufacture bleach and distribute caustic soda,while discontinuing chlor alkali manufacturing at this site. The completion of these projects eliminated our chlor alkali production using mercury cell technology.For the years ended December 31, 2014 and 2013 , we recorded pretax restructuring charges of $3.8 million and $3.7 million , respectively, for employee severanceand related benefit costs, employee relocation costs, facility exit costs, write-off of equipment and facility costs and lease and other contract termination costsrelated to these actions.On November 3, 2010 , we announced that we made the decision to relocate the Winchester centerfire pistol and rifle ammunition manufacturing operationsfrom East Alton, IL to Oxford, MS. This relocation, when completed, is forecast to reduce Winchester’s annual operating costs by approximately $35 million to$40 million . Consistent with this decision in 2010, we initiated an estimated $110 million five-year project, which includes approximately $80 million of capitalspending. The capital spending was partially financed by $31 million of grants provided by the State of Mississippi and local governments. We currently expect tocomplete this relocation in the first half of 2016. For the years ended December 31, 2015 , 2014 and 2013 , we recorded pretax restructuring charges of $0.7million , $1.9 million and $1.8 million , respectively, for employee severance and related benefit costs, employee relocation costs and facility exit costs related tothese actions. We expect to incur additional restructuring charges through 2016 of approximately $1 million related to the transfer of these operations.The following table summarizes the 2015 , 2014 and 2013 activities by major component of these 2014 and 2010 restructuring actions and the remainingbalances of accrued restructuring costs as of December 31, 2015 : Employeeseverance andjob relatedbenefits Lease and othercontracttermination costs Employeerelocationcosts Facilityexit costs Write-off ofequipment andfacility Total ($ in millions)Balance January 1, 2013$13.5 $0.4 $— $— $— $13.92013 restructuring charges (credits)0.4 (0.4) 0.6 4.9 — 5.5Amounts utilized(3.7) — (0.6) (4.9) — (9.2)Balance at December 31, 201310.2 — — — — 10.22014 restructuring charges4.5 4.5 0.5 2.9 3.3 15.7Amounts utilized(3.5) — (0.5) (2.9) (3.3) (10.2)Balance at December 31, 201411.2 4.5 — — — 15.72015 restructuring charges— 0.7 0.6 0.9 0.5 2.7Amounts utilized(6.0) (2.9) (0.6) (0.9) (0.5) (10.9)Currency translation adjustments(0.6) (0.2) — — — (0.8)Balance at December 31, 2015$4.6 $2.1 $— $— $— $6.777The following table summarizes the cumulative restructuring charges of these 2014 and 2010 restructuring actions by major component through December31, 2015 : Chlor Alkali Products and Vinyls Winchester Total Becancour Mercury ($ in millions)Write-off of equipment and facility $3.5 $17.8 $— $21.3Employee severance and job related benefits 2.7 5.6 13.1 21.4Facility exit costs 0.6 15.6 2.2 18.4Pension and other postretirement benefits curtailment — — 4.1 4.1Employee relocation costs — 0.9 5.3 6.2Lease and other contract termination costs 5.2 0.7 — 5.9Total cumulative restructuring charges $12.0 $40.6 $24.7 $77.3As of December 31, 2015 , we have incurred cash expenditures of $37.3 million and non-cash charges of $32.5 million related to these restructuringactions. The remaining balance of $6.7 million is expected to be paid out through 2016.DISCONTINUED OPERATIONSIn 2007 we sold our Metals business, which was a reportable segment, and accordingly it was reported as a discontinued operation. Metals produced anddistributed copper and copper alloy sheet, strip, foil, rod, welded tube, fabricated parts, and stainless steel and aluminum strip. In conjunction with the sale of theMetals business, we retained certain assets and liabilities.During 2014, we made a payment of $5.5 million to resolve certain indemnity obligations related to the sale. As a result of the favorable resolution, werecognized a pretax gain of $4.6 million included in income from discontinued operations. The tax provision from discontinued operations included expense of$2.2 million for changes in tax contingencies related to the Metals sale. Income from discontinued operations, net consisted of the following: Years Ended December 31, 2015 2014 2013 ($ in millions)Income from discontinued operations$— $4.6 $—Tax provision— 3.9 —Income from discontinued operations, net$— $0.7 $—EARNINGS PER SHAREBasic and diluted (loss) income per share are computed by dividing net (loss) income by the weighted-average number of common sharesoutstanding. Diluted net income per share reflects the dilutive effect of stock-based compensation. Years ended December 31, 2015 2014 2013Computation of Income (loss) per Share(In millions, except per share data)Income (loss) from continuing operations, net$(1.4) $105.0 $178.6Income from discontinued operations, net— 0.7 —Net (loss) income$(1.4) $105.7 $178.6Basic shares103.4 78.6 79.9Basic (loss) income per share: Income (loss) from continuing operations$(0.01) $1.33 $2.24Income from discontinued operations, net— 0.01 —Net (loss) income$(0.01) $1.34 $2.24Diluted shares: Basic shares103.4 78.6 79.9Stock-based compensation— 1.1 1.0Diluted shares103.4 79.7 80.9Diluted (loss) income per share: Income (loss) from continuing operations$(0.01) $1.32 $2.21Income from discontinued operations, net— 0.01 —Net (loss) income$(0.01) $1.33 $2.21The computation of dilutive shares from stock-based compensation does not include 5.2 million shares in 2015 and 0.6 million shares in both 2014 and 2013as their effect would have been anti-dilutive.ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLESAllowance for doubtful accounts receivable consisted of the following: December 31, 2015 2014 ($ in millions)Beginning balance$3.0 $3.4Provisions charged5.2 0.2Write-offs, net of recoveries(1.8) (0.6)Ending balance$6.4 $3.0At December 31, 2015 and 2014 , our consolidated balance sheets included other receivables of $71.1 million and $21.2 million , respectively, which wereclassified as receivables, net.78INVENTORIES December 31, 2015 2014 ($ in millions)Supplies$86.5 $39.2Raw materials91.5 63.3Work in process105.8 31.8Finished goods445.3 141.5 729.1 275.8LIFO reserves(43.9) (65.7)Inventories, net$685.2 $210.1In conjunction with the Acquisition, we obtained inventories with a fair value of $477.1 million as of October 5, 2015. Inventories valued using the LIFOmethod comprised 49% and 58% of the total inventories at December 31, 2015 and 2014 , respectively. The replacement cost of our inventories would have beenapproximately $43.9 million and $65.7 million higher than that reported at December 31, 2015 and 2014 , respectively. During 2014 the reduction in LIFOinventory quantities resulted in LIFO inventory liquidation losses of $1.5 million .PROPERTY, PLANT AND EQUIPMENT December 31, Useful Lives 2015 2014 ($ in millions)Land and improvements to land10-20 Years $280.4 $157.3Buildings and building equipment10-30 Years 380.4 212.1Machinery and equipment3-15 Years 4,665.8 1,846.1Leasehold improvements 2.7 2.6Construction in progress 123.5 43.6Property, plant and equipment 5,452.8 2,261.7Accumulated depreciation (1,499.4) (1,330.7)Property, plant and equipment, net $3,953.4 $931.0In conjunction with the Acquisition, we obtained property, plant and equipment with a fair value of $3,090.8 million as of October 5, 2015.The weighted-average useful life of machinery and equipment at December 31, 2015 was 12 years. Depreciation expense was $198.1 million , $124.5million and $120.7 million for 2015 , 2014 and 2013 , respectively. Interest capitalized was $1.1 million , $0.2 million and $1.1 million for 2015 , 2014 and 2013 ,respectively. Maintenance and repairs charged to operations amounted to $158.5 million , $125.0 million and $134.7 million in 2015 , 2014 and 2013 ,respectively.The consolidated statements of cash flows for the years ended December 31, 2015 , 2014 and 2013 , included a $(7.4) million , $(0.5) million and $7.9million , respectively, (decrease) increase to capital expenditures, with the corresponding change to accounts payable and accrued liabilities, related to purchases ofproperty, plant and equipment included in accounts payable at December 31, 2015 , 2014 and 2013 .During 2013 we entered into sale/leaseback transactions for bleach trailers and chlorine, caustic soda and bleach railcars. We received proceeds from thesales of $35.8 million for the year ended December 31, 2013.During 2015 assets of $1.4 million were acquired under capital leases and are included in machinery and equipment as of December 31, 2015 .79INVESTMENTS—AFFILIATED COMPANIESOn November 16, 2007, we purchased for cash an $11.6 million equity interest in a bleach joint venture. As part of the investment we also entered intoseveral commercial agreements, including agreements by which we would supply raw materials and services, and we would have marketing responsibility forbleach and caustic soda. During 2013, we sold our equity interest in the bleach joint venture which resulted in a gain of $6.5 million . As a result of the sale, as ofDecember 31, 2015 , we have recorded a receivable of $8.5 million which is included within other current assets on our consolidated balance sheet. During 2015,we received $8.8 million as a result of the sale.We hold a 9.1% limited partnership interest in Bay Gas Storage Company, Ltd. (Bay Gas), an Alabama limited partnership, in which EnergySouth, Inc.(EnergySouth) is the general partner with interest of 90.9% . Bay Gas owns, leases and operates underground gas storage and related pipeline facilities, which areused to provide storage in the McIntosh, AL area and delivery of natural gas to EnergySouth customers.The following table summarizes our investment in our non-consolidated equity affiliate: December 31, 2015 2014 ($ in millions)Bay Gas$25.0 $23.3The following table summarizes our equity earnings of non-consolidated affiliates: Years Ended December 31, 2015 2014 2013 ($ in millions)Bay Gas$1.7 $1.7 $2.1Bleach joint venture— — 0.7Equity earnings of non-consolidated affiliates$1.7 $1.7 $2.8We received net distributions from our non-consolidated affiliates of zero , zero and $1.5 million for 2015 , 2014 and 2013 , respectively.80GOODWILL AND INTANGIBLE ASSETSChanges in the carrying value of goodwill were as follows: Chlor Alkali Products andVinyls Epoxy Total ($ in millions)Balance at January 1, 2014$747.1 $— $747.1Acquisition activity— — —Balance at December 31, 2014747.1 — 747.1Acquisition activity1,130.8 296.7 1,427.5Foreign currency translation adjustment(0.4) (0.1) (0.5)Balance at December 31, 2015$1,877.5 $296.6 $2,174.1The increase in goodwill during 2015 was a result of the Acquisition and is based upon the preliminary valuation partially offset by the effects of foreigncurrency translation adjustments.Intangible assets consisted of the following: December 31, 2015 2014 Useful Lives GrossAmount AccumulatedAmortization Net GrossAmount AccumulatedAmortization Net ($ in millions)Customers, customer contractsand relationships(10-15 years) $641.0 $(64.0) $577.0 $152.9 $(41.0) $111.9Trade name(indefinite) 17.9 — 17.9 10.9 — 10.9Acquired technology(7 years) 84.7 (2.7) 82.0 — — —Other(4-10 years) 2.3 (1.7) 0.6 2.3 (1.6) 0.7Total intangible assets $745.9 $(68.4) $677.5 $166.1 $(42.6) $123.5In conjunction with the Acquisition, we obtained intangible assets with a fair value of $582.3 million as of October 5, 2015.Amortization expense relating to intangible assets was $25.8 million in 2015 and $14.6 million in both 2014 and 2013 . We estimate that amortizationexpense will be approximately $59.3 million in 2016 and approximately $59.2 million in 2017, 2018, 2019 and 2020. Intangible assets are reviewed forimpairment annually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred.DEBTLong-Term Debt December 31, 2015 2014Notes payable:($ in millions)Variable-rate Senior Term Loan facility, due 2020 (2.17% at December 31, 2015)$1,350.0 $—Variable-rate Sumitomo credit facility, due 2018 (1.77% at December 31, 2015)800.0 —Variable-rate Recovery Zone bonds, due 2024-2035 (1.40% and 1.31% at December 31, 2015 and 2014,respectively)103.0 103.0Variable-rate Go Zone bonds, due 2024 (1.40% and 1.31% at December 31, 2015 and 2014, respectively)50.0 50.0Variable-rate Industrial development and environmental improvement obligations, due 2025 (0.27% and 0.20% atDecember 31, 2015 and 2014, respectively)2.9 2.9Variable-rate Senior Term Loan facility, due 2019 (1.66% at December 31, 2014)— 149.19.75%, due 2023720.0 —10.00%, due 2025500.0 —5.50%, due 2022200.0 200.06.75%, due 2016 (includes interest rate swaps of $1.2 million and $3.7 million in 2015 and 2014, respectively)126.2 128.77.23%, SunBelt Notes due 2013-2017 (includes unamortized fair value premium of $0.2 million and $0.5 million andinterest rate swaps of $0.4 million and $0.8 million in 2015 and 2014, respectively)25.0 37.8Capital lease obligations4.6 3.6Total debt3,881.7 675.1Amounts due within one year206.5 16.4Total long-term debt$3,675.2 $658.7On the Closing Date, Spinco issued $720.0 million aggregate principal 2023 Notes and $500.0 million aggregate principal 2025 Notes to TDCC. TDCCtransferred the Notes to certain unaffiliated securityholders in satisfaction of existing debt obligations of TDCC held or acquired by those unaffiliatedsecurityholders. On October 5, 2015, certain initial purchasers purchased the Notes from the unaffiliated securityholders. Interest on the Notes began accruing fromOctober 1, 2015 and will be paid semi-annually beginning on April 15, 2016. The Notes are not redeemable at any time prior to October 15, 2020. Neither Olin norSpinco received any proceeds from the sale of the Notes. Upon the consummation of the Transactions, Olin became guarantor of the Notes.On June 23, 2015, Spinco entered into a new five-year delayed-draw term loan facility of up to $1,050.0 million . As of the Closing Date, Spinco drew$875.0 million to finance the cash portion of the Cash and Debt Distribution. Also on June 23, 2015, Olin and Spinco entered into a new five-year $1,850.0 millionsenior credit facility consisting of a $500.0 million senior revolving credit facility, which replaced Olin’s $265.0 million senior revolving credit facility at theclosing of the Merger, and a $1,350.0 million (subject to reduction by the aggregate amount of the term loans funded to Spinco under the Spinco term loan facility)delayed-draw term loan facility. As of the Closing Date, an additional $475.0 million was drawn by Olin under this term loan facility which was used to pay feesand expenses of the Transactions, obtain additional funds for general corporate purposes and refinance Olin’s existing senior term loan facility due in 2019.Subsequent to the Closing Date, these senior credit facilities were consolidated into a single senior credit facility. This new senior credit facility will expire in 2020.The $500.0 million senior revolving credit facility includes a $100.0 million letter of credit subfacility. At December 31, 2015 , we had $489.6 million availableunder our $500.0 million senior revolving credit facility because we had issued $10.4 million of letters of credit under the $100.0 million subfacility. The term loanfacility includes amortization payable in equal quarterly installments at a rate of 5.0% per annum for the first two years, increasing to 7.5% per annum for thefollowing year and to 10.0% per annum for the last two years. Under the new senior credit facility, we may select various floating rate borrowing options. Theactual interest rate paid on borrowings under the senior credit facility is based on a pricing grid which is dependent upon the leverage ratio as calculated under theterms of the applicable facility for the prior fiscal quarter. The facility includes various customary restrictive covenants, including restrictions related to the ratio ofdebt to earnings before interest expense, taxes, depreciation and amortization (leverage ratio) and the ratio of earnings before interest expense, taxes,81depreciation and amortization to interest expense (coverage ratio). Compliance with these covenants is determined quarterly based on the operating cash flows. Wewere in compliance with all covenants and restrictions under all our outstanding credit agreements as of December 31, 2015 and 2014, and no event of default hadoccurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured. In the future, our ability to generate sufficientoperating cash flows, among other factors, will determine the amounts available to be borrowed under these facilities. As of December 31, 2015, there were nocovenants or other restrictions that limited our ability to borrow.On August 25, 2015, Olin entered into a Credit Agreement with a syndicate of lenders and Sumitomo Mitsui Banking Corporation, as administrative agent,in connection with the Transactions. Olin obtained term loans in an aggregate amount of $600.0 million under the Sumitomo Credit Facility. On November 3,2015, we entered into an amendment to the Sumitomo Credit Facility which increased the aggregate amount of term loans available by $200.0 million . On theClosing Date, $600.0 million of loans under the Credit Agreement were made available and borrowed upon and on November 5, 2015, $200.0 million of loansunder the Credit Agreement were made available and borrowed upon. The term loans under the Sumitomo Credit Facility will mature on October 5, 2018 and willhave no scheduled amortization payments. The proceeds of the Sumitomo Credit Facility were used to refinance existing Spinco indebtedness outstanding at theClosing Date of $569.0 million , to pay fees and expenses in connection with the Transactions and for general corporate purposes. The Credit Agreement containscustomary representations, warranties and affirmative and negative covenants which are substantially similar to those included in the new $1,850.0 million seniorcredit facility.In 2015, we paid debt issuance costs of $13.3 million relating to the Notes, the Sumitomo Credit Facility and the new $1,850.0 million senior credit facility.On March 26, 2015, we and certain financial institutions executed commitment letters pursuant to which the financial institutions agreed to provide $3,354.5million of Bridge Financing, in each case on the terms and conditions set forth in the commitment letters. The Bridge Financing was not drawn on to facilitate theAcquisition and the commitments for the Bridge Financing have been terminated as of the Closing Date. For the year ended December 31, 2015, we paid debtissuance costs of $30.0 million associated with the Bridge Financing, which are included in interest expense.In August 2014, we redeemed our $150.0 million 2019 Notes, which would have matured on August 15, 2019. We recognized interest expense of $9.5million for the call premium ( $6.7 million ) and the write-off of unamortized deferred debt issuance costs ( $2.1 million ) and unamortized discount ( $0.7 million )related to this action during 2014. On June 24, 2014, we entered into a five-year $415.0 million senior credit facility consisting of a $265.0 million senior revolvingcredit facility, which replaced our previous $265.0 million senior revolving credit facility, and a $150.0 million delayed-draw term loan facility. In August 2014,we drew the entire $150.0 million of the term loan and used the proceeds to redeem our 2019 Notes. In 2015 and 2014, we repaid $2.8 million and $0.9 million ,respectively, under the required quarterly installments of the $150.0 million term loan facility and, on the Closing Date of the Acquisition, the remaining $146.3million was refinanced using the proceeds of the new senior credit facility. We recognized interest expense of $0.5 million for the write-off of unamortizeddeferred debt issuance costs related to this action.Pursuant to a note purchase agreement dated December 22, 1997, SunBelt sold $97.5 million of Guaranteed Senior Secured Notes due 2017, Series O, and$97.5 million of Guaranteed Senior Secured Notes due 2017, Series G. We refer to these notes as the SunBelt Notes. The SunBelt Notes bear interest at a rate of7.23% per annum, payable semi-annually in arrears on each June 22 and December 22. Beginning on December 22, 2002 and each year through 2017, SunBelt isrequired to repay $12.2 million of the SunBelt Notes, of which $6.1 million is attributable to the Series O Notes and of which $6.1 million is attributable to theSeries G Notes. In December 2015 , 2014 and 2013 , $12.2 million was repaid on these SunBelt Notes.We have guaranteed the Series O Notes, and PolyOne, our former SunBelt partner, has guaranteed the Series G Notes, in both cases pursuant to customaryguaranty agreements. We have agreed to indemnify PolyOne for any payments or other costs under the guarantee in favor of the purchasers of the Series G Notes,to the extent any payments or other costs arise from a default or other breach under the SunBelt Notes. If SunBelt does not make timely payments on the SunBeltNotes, whether as a result of a failure to pay on a guarantee or otherwise, the holders of the SunBelt Notes may proceed against the assets of SunBelt forrepayment.In January 2013, we repaid the $11.4 million 6.5% Senior Notes, which became due.During 2015 , assets of $1.4 million were acquired under capital leases with terms between 6 years and 7 years. During 2013 , assets of $4.2 million wereacquired under capital leases with terms of 7 years.82At December 31, 2015 , we had total letters of credit of $27.6 million outstanding, of which $10.4 million were issued under our $500.0 million seniorrevolving credit facility. The letters of credit are used to support certain long-term debt, certain workers compensation insurance policies, certain plant closure andpost-closure obligations and certain Canadian pension funding requirements.Annual maturities of long-term debt, including capital lease obligations, are $206.5 million in 2016 , $80.9 million in 2017 , $901.9 million in 2018 , $135.7million in 2019 , $980.3 million in 2020 and a total of $1,576.4 million thereafter.We have entered into interest rate swaps, as disclosed below, whereby we agree to pay variable and fixed rates to a counterparty who, in turn, pays us fixedand variable rates. In all cases the underlying index for variable rates is the six-month LIBOR. Accordingly, payments are settled every six months and the termsof the swaps are the same as the underlying debt instruments.The following table reflects the swap activity related to certain debt obligations:Underlying Debt Instrument Swap Amount Date of Swap December 31, 2015 ($ in millions) Olin Pays Floating Rate:6.75%, due 2016 $65.0 March 2010 3.75 - 4.75%(a) 6.75%, due 2016 $60.0 March 2010 3.75 - 4.75%(a) Olin Receives Floating Rate:6.75%, due 2016 $65.0 October 2011 3.75 - 4.75%(a) 6.75%, due 2016 $60.0 October 2011 3.75 - 4.75%(a) (a)Actual rate is set in arrears. We project the rate will fall within the range shown.In March 2010, we entered into interest rate swaps on $125 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates toa counterparty who, in turn, pays us fixed rates. The counterparty to these agreements is Citibank, N.A. (Citibank). In October 2011, we entered into $125 millionof interest rate swaps with equal and opposite terms as the $125 million variable interest rate swaps on the 2016 Notes. We have agreed to pay a fixed rate to acounterparty who, in turn, pays us variable rates. The counterparty to this agreement is also Citibank. The result was a gain of $11.0 million on the $125 millionvariable interest rate swaps, which will be recognized through 2016. As of December 31, 2015 , $1.2 million of this gain was included in current installments oflong-term debt. In October 2011, we de-designated our $125 million interest rate swaps that had previously been designated as fair value hedges. The $125million variable interest rate swaps and the $125 million fixed interest rate swaps do not meet the criteria for hedge accounting. All changes in the fair value ofthese interest rate swaps are recorded currently in earnings.In June 2012, we terminated $73.1 million of interest rate swaps with Wells Fargo, N.A. (Wells Fargo) that had been entered into on the SunBelt Notes inMay 2011. The result was a gain of $2.2 million which will be recognized through 2017. As of December 31, 2015 , $0.4 million of this gain was included in long-term debt.Our loss in the event of nonperformance by these counterparties could be significant to our financial position and results of operations. These interest rateswaps reduced interest expense by $2.8 million in 2015 and $2.9 million in both 2014 and 2013. The difference between interest paid and interest received isincluded as an adjustment to interest expense.PENSION PLANSMost of our domestic employees participate in defined contribution pension plans. We provide a contribution to an individual retirement contributionaccount maintained with the Contributing Employee Ownership Plan (CEOP) equal to an amount of between 5% and 10% of the employee’s eligiblecompensation. The defined contribution pension plans expense was $18.1 million , $16.1 million and $15.4 million for 2015 , 2014 and 2013 , respectively.83A portion of our bargaining hourly employees continue to participate in our domestic defined benefit pension plans under a flat-benefit formula. Ourfunding policy for the defined benefit pension plans is consistent with the requirements of federal laws and regulations. Our foreign subsidiaries maintain pensionand other benefit plans, which are consistent with statutory practices. Our defined benefit pension plan provides that if, within three years following a change ofcontrol of Olin, any corporate action is taken or filing made in contemplation of, among other things, a plan termination or merger or other transfer of assets orliabilities of the plan, and such termination, merger or transfer thereafter takes place, plan benefits would automatically be increased for affected participants (andretired participants) to absorb any plan surplus (subject to applicable collective bargaining requirements).Effective as of the Closing Date, we changed the approach used to measure service and interest costs for our defined benefit pension plans. Prior to theClosing Date, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the planobligations. Subsequent to the Closing Date, we elected to measure service and interest costs by applying the specific spot rates along the yield curve to the plans’estimated cash flows. We believe the new approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liabilitycash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our plan obligations. We have accounted for thischange as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis.During the fourth quarter of 2014, the Society of Actuaries (SOA) issued the final report of its mortality tables and mortality improvement scales. Theupdated mortality data reflected increasing life expectancies in the U.S. During the third quarter of 2012, the “Moving Ahead for Progress in the 21st Century Act”(MAP-21) became law. The law changed the mechanism for determining interest rates to be used for calculating minimum defined benefit pension plan fundingrequirements. Interest rates are determined using an average of rates for a 25-year period, which can have the effect of increasing the annual discount rate, reducingthe defined benefit pension plan obligation, and potentially reducing or eliminating the minimum annual funding requirement. The law also increased premiumspaid to the PBGC. During the third quarter of 2014, the “Highway and Transportation Funding Act” (HATFA 2014) became law, which includes an extension ofMAP-21’s defined benefit plan funding stabilization relief. Based on our plan assumptions and estimates, we will not be required to make any cash contributions tothe domestic qualified defined benefit pension plan at least through 2016 .As of the Closing Date and as part of the Acquisition, our U.S. qualified defined benefit pension plan assumed certain U.S. qualified defined benefit pensionobligations and assets related to active employees and certain terminated, vested retirees of the Acquired Business with an estimated net liability of $286.5 million ,subject to certain post-closing adjustments. In connection therewith, pension assets will be transferred from TDCC’s U.S. qualified defined benefit pension plans toour U.S. qualified defined benefit pension plan. Immediately prior to the Acquisition, the Acquired Business’s participant accounts assumed in the Acquisitionwere closed to new participants and were no longer accruing additional benefits.Also as of the Closing Date, we assumed certain accrued defined benefit pension liabilities relating to employees of TDCC in Germany, Switzerland andother international locations who transferred to Olin in connection with the Acquisition. The estimated net liability assumed as of the Closing Date was $160.6million , subject to post-closing adjustments.84Pension Obligations and Funded StatusChanges in the benefit obligation and plan assets were as follows: December 31, 2015 December 31, 2014 ($ in millions) ($ in millions)Change in Benefit ObligationU.S. Foreign Total U.S. Foreign TotalBenefit obligation at beginning of year$2,116.5 $66.3 $2,182.8 $1,916.5 $62.2 $1,978.7Service cost2.1 2.2 4.3 2.3 0.5 2.8Interest cost80.2 3.1 83.3 83.8 2.7 86.5Actuarial (gain) loss(45.8) 1.8 (44.0) 245.8 9.8 255.6Benefits paid(205.6) (2.8) (208.4) (131.9) (3.6) (135.5)Curtailments/settlements12.6 0.1 12.7 — 0.2 0.2Business combination498.5 171.4 669.9 — — —Currency translation adjustments— (14.7) (14.7) — (5.5) (5.5)Benefit obligation at end of year$2,458.5 $227.4 $2,685.9 $2,116.5 $66.3 $2,182.8 December 31, 2015 December 31, 2014 ($ in millions) ($ in millions)Change in Plan AssetsU.S. Foreign Total U.S. Foreign TotalFair value of plans’ assets at beginning of year$1,915.4 $63.3 $1,978.7 $1,798.6 $62.1 $1,860.7Actual return on plans’ assets(25.4) 0.4 (25.0) 244.2 9.4 253.6Employer contributions77.6 1.0 78.6 4.5 0.9 5.4Benefits paid(205.6) (2.8) (208.4) (131.9) (3.6) (135.5)Business combination212.0 10.8 222.8 — — —Currency translation adjustments— (10.2) (10.2) — (5.5) (5.5)Fair value of plans’ assets at end of year$1,974.0 $62.5 $2,036.5 $1,915.4 $63.3 $1,978.7 December 31, 2015 December 31, 2014 ($ in millions) ($ in millions)Funded StatusU.S. Foreign Total U.S. Foreign TotalQualified plans$(480.8) $(163.5) $(644.3) $(137.5) $(1.2) $(138.7)Non-qualified plans(3.7) (1.4) (5.1) (63.6) (1.8) (65.4)Total funded status$(484.5) $(164.9) $(649.4) $(201.1) $(3.0) $(204.1)Under ASC 715 we recorded a $78.8 million after-tax charge ( $125.4 million pretax) to shareholders’ equity as of December 31, 2015 for our pensionplans. This charge reflected unfavorable performance on plan assets during 2015 , partially offset by a 50 -basis point increase in the domestic pension plans’discount rate. In 2014 , we recorded an $84.8 million after-tax charge ( $138.9 million pretax) to shareholders’ equity as of December 31, 2014 for our pensionplans. This charge reflected a 60 -basis point decrease in the plans’ discount rate and the negative impact of the newly mandated mortality tables, partially offsetby favorable performance on plan assets during rate.The $44.0 million actuarial gain for 2015 was primarily due to a 50 -basis point increase in the domestic pension plans’ discount rate. The $12.7 millioncurtailments/settlements for 2015 was primarily due to the change in control which created a mandatory acceleration of payments under the domestic non-qualifiedpension plan as a result of the Acquisition. The $255.6 million actuarial loss for 2014 was primarily due to a 60 -basis point decrease in the plans’ discount rate andthe negative impact85of the newly mandated mortality tables. Our benefit obligation as of December 31, 2014 increased approximately $90.0 as a result of the newly mandated mortalitytables.Amounts recognized in the consolidated balance sheets consisted of: December 31, 2015 December 31, 2014 ($ in millions) ($ in millions) U.S. Foreign Total U.S. Foreign TotalAccrued benefit in current liabilities$(0.4) $(0.1) $(0.5) $(21.8) $(0.3) $(22.1)Accrued benefit in noncurrent liabilities(484.1) (164.8) (648.9) (179.3) (2.7) (182.0)Accumulated other comprehensive loss714.2 26.6 740.8 654.8 23.0 677.8Net balance sheet impact$229.7 $(138.3) $91.4 $453.7 $20.0 $473.7At December 31, 2015 and 2014 , the benefit obligation of non-qualified pension plans was $5.1 million and $65.4 million , respectively, and was includedin the above pension benefit obligation. There were no plan assets for these non-qualified pension plans. Benefit payments for the non-qualified pension plans areexpected to be as follows: 2016 — $0.5 million ; 2017 — $0.5 million ; 2018 — $0.4 million ; 2019 — $0.5 million ; and 2020 — $0.6 million . Benefitpayments for the qualified plans are projected to be as follows: 2016 — $135.9 million ; 2017 — $135.7 million ; 2018 — $136.5 million ; 2019 — $136.6million ; and 2020 — $136.7 million . December 31, 2015 2014 ($ in millions)Projected benefit obligation$2,685.9 $2,182.8Accumulated benefit obligation2,655.0 2,170.8Fair value of plan assets2,036.5 1,978.7 Years Ended December 31,2015 2014 2013Components of Net Periodic Benefit Costs (Income)($ in millions)Service cost$7.8 $5.3 $6.2Interest cost83.3 86.5 81.1Expected return on plans’ assets(147.4) (139.5) (137.5)Amortization of prior service cost1.6 2.2 1.9Recognized actuarial loss26.2 20.3 27.8Curtailments/settlements47.2 0.2 —Net periodic benefit costs (income)$18.7 $(25.0) $(20.5) Included in Other Comprehensive Loss (Pretax) Liability adjustment$125.4 $138.9 $14.4Amortization of prior service costs and actuarial losses(62.4) (22.7) (29.7)The $47.2 million curtailments/settlements for 2015 were due to a settlement of $47.1 million of costs incurred as a result of the change in control whichcreated a mandatory acceleration of payments under the domestic non-qualified pension plan as a result of the Acquisition. Also, for the years ended December 31,2015 and 2014, we recorded a curtailment charge of $0.1 million and $0.2 million , respectively, associated with permanently closing a portion of the Becancour,Canada chlor alkali facility that has been shut down since late June 2014. These charges were included in restructuring charges.86The defined benefit pension plans’ actuarial loss that will be recognized from accumulated other comprehensive loss into net periodic benefit income in2016 will be approximately $22 million .The service cost and the amortization of prior service cost components of pension expense related to the employees of the operating segments are allocatedto the operating segments based on their respective estimated census data.Pension Plan AssumptionsCertain actuarial assumptions, such as discount rate and long-term rate of return on plan assets, have a significant effect on the amounts reported for netperiodic benefit cost and accrued benefit obligation amounts. We use a measurement date of December 31 for our pension plans. U.S. Pension Benefits Foreign Pension BenefitsWeighted-Average Assumptions2015 2014 2013 2015 2014 2013Discount rate—periodic benefit cost3.9% 4.5% 3.9% 2.8% 4.8% 4.2%Expected return on assets7.75% 7.75% 7.75% 6.0% 7.5% 7.75%Rate of compensation increase3.0% 3.0% 3.0% 3.0% 3.5% 3.5%Discount rate—benefit obligation4.4% 3.9% 4.5% 2.7% 3.9% 4.8%The discount rate is based on a hypothetical yield curve represented by a series of annualized individual zero-coupon bond spot rates for maturities rangingfrom one-half to thirty years. The bonds used in the yield curve must have a rating of AA or better per Standard & Poor’s, be non-callable, and have at least $250million par outstanding. The yield curve is then applied to the projected benefit payments from the plan. Based on these bonds and the projected benefit paymentstreams, the single rate that produces the same yield as the matching bond portfolio, rounded to the nearest quarter point, is used as the discount rate.The long-term expected rate of return on plan assets represents an estimate of the long-term rate of returns on the investment portfolio consisting of equities,fixed income and alternative investments. We use long-term historical actual return information, the allocation mix of investments that comprise plan assets, andforecast estimates of long-term investment returns, including inflation rates, by reference to external sources. The historic rates of return on plan assets have been7.5% for the last 5 years, 9.3% for the last 10 years and 8.0% for the last 15 years. The following rates of return by asset class were considered in setting the long-term rate of return assumption:U.S. equities9% to 13%Non-U.S. equities10% to 14%Fixed income/cash5% to 9%Alternative investments5% to 15%Absolute return strategies8% to 12%Plan AssetsOur pension plan asset allocation at December 31, 2015 and 2014 , by asset class was as follows: Percentage of Plan AssetsAsset Class2015 2014U.S. equities4% 4%Non-U.S. equities6% 7%Fixed income/cash47% 52%Acquisition plan receivable10% —%Alternative investments19% 21%Absolute return strategies14% 16%Total100% 100%87The Alternative Investments asset class includes hedge funds, real estate and private equity investments. The Alternative Investments class is intended tohelp diversify risk and increase returns by utilizing a broader group of assets.Absolute Return Strategies further diversify the plan’s assets through the use of asset allocations that seek to provide a targeted rate of return overinflation. The investment managers allocate funds within asset classes that they consider to be undervalued in an effort to preserve gains in overvalued assetclasses and to find opportunities in undervalued asset classes.A master trust was established by our pension plan to accumulate funds required to meet benefit payments of our plan and is administered solely in theinterest of our plan’s participants and their beneficiaries. The master trust’s investment horizon is long term. Its assets are managed by professional investmentmanagers or invested in professionally managed investment vehicles.Our pension plan maintains a portfolio of assets designed to achieve an appropriate risk adjusted return. The portfolio of assets is also structured to protectthe funding level from the negative impacts of interest rate changes on the asset and liability values. This is accomplished by investing in a portfolio of assets witha maturity duration that approximately matches the duration of the plan liabilities. Risk is managed by diversifying assets across asset classes whose returnpatterns are not highly correlated, investing in passively and actively managed strategies and in value and growth styles, and by periodic rebalancing of assetclasses, strategies and investment styles to objectively set targets.As of December 31, 2015 , the following target allocation and ranges have been set for each asset class:Asset ClassTarget Allocation Target RangeU.S. equities6% 0-14Non-U.S. equities6% 0-14Fixed income/cash61% 48-80Alternative investments7% 0-28Absolute return strategies20% 10-30We have international qualified defined benefit pension plans to which we made cash contributions of $0.9 million and $0.8 million in 2015 and 2014 ,respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2016 .88Determining which hierarchical level an asset or liability falls within requires significant judgment. The following table summarizes our domestic andforeign defined benefit pension plan assets measured at fair value as of December 31, 2015 :Asset ClassQuoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total ($ in millions)Equity securities U.S. equities$36.4 $43.2 $— $79.6Non-U.S. equities0.8 121.9 — 122.7Acquisition plan receivable— — 212.0 212.0Fixed income/cash Cash60.1 — — 60.1Government treasuries— 425.6 2.0 427.6Corporate debt instruments0.3 301.9 12.0 314.2Asset-backed securities— 155.6 — 155.6Alternative investments Hedge fund of funds— — 335.6 335.6Real estate funds— — 27.4 27.4Private equity funds— — 18.4 18.4Absolute return strategies— 264.6 18.7 283.3Total assets$97.6 $1,312.8 $626.1 $2,036.5The following table summarizes our domestic and foreign defined benefit pension plan assets measured at fair value as of December 31, 2014 :Asset ClassQuoted PricesIn ActiveMarkets forIdentical Assets(Level 1) SignificantOtherObservableInputs(Level 2) SignificantUnobservableInputs(Level 3) Total ($ in millions)Equity securities U.S. equities$69.8 $12.4 $— $82.2Non-U.S. equities35.4 115.5 — 150.9Fixed income/cash Cash65.7 — — 65.7Government treasuries— 465.6 4.3 469.9Corporate debt instruments0.4 329.7 9.6 339.7Asset-backed securities— 150.5 — 150.5Alternative investments Hedge fund of funds— — 358.8 358.8Real estate funds— — 34.0 34.0Private equity funds— — 17.7 17.7Absolute return strategies— 289.0 20.3 309.3Total assets$171.3 $1,362.7 $444.7 $1,978.7U.S. equities —This class included actively and passively managed equity investments in common stock and commingled funds comprised primarily oflarge-capitalization stocks with value, core and growth strategies.89Non-U.S. equities —This class included actively managed equity investments in commingled funds comprised primarily of international large-capitalizationstocks from both developed and emerging markets.Acquisition plan receivable —This class included pension assets which will be transferred from TDCC’s U.S. qualified defined benefit pension plan trusteeto our qualified defined benefit pension plan trustee in the form of cash related to the Acquisition. This amount is subject to certain post-closing adjustments.Fixed income and cash— This class included commingled funds comprised of debt instruments issued by the U.S. and Canadian Treasuries, U.S. Agencies,corporate debt instruments, asset- and mortgage-backed securities and cash.Hedge fund of funds— This class included a hedge fund which invests in the following types of hedge funds:Event driven hedge funds— This class included hedge funds that invest in securities to capture excess returns that are driven by market or specificcompany events including activist investment philosophies and the arbitrage of equity and private and public debt securities.Market neutral hedge funds —This class included investments in U.S. and international equities and fixed income securities while maintaining amarket neutral position in those markets.Other hedge funds —This class primarily included long-short equity strategies and a global macro fund which invested in fixed income, equity,currency, commodity and related derivative markets.Real estate funds —This class included several funds that invest primarily in U.S. commercial real estate.Private equity funds —This class included several private equity funds that invest primarily in infrastructure and U.S. power generation and transmissionassets.Absolute return strategies —This class included multiple strategies which use asset allocations that seek to provide a targeted rate of return overinflation. The investment managers allocate funds within asset classes that they consider to be undervalued in an effort to preserve gains in overvalued assetclasses and to find opportunities in undervalued asset classes. U.S. equities and non-U.S. equities are primarily valued at the net asset value provided by the independent administrator or custodian of the commingledfund. The net asset value is based on the value of the underlying equities, which are traded on an active market. U.S. equities are also valued at the closing pricereported in an active market on which the individual securities are traded. Fixed income investments are primarily valued at the net asset value provided by theindependent administrator or custodian of the fund. The net asset value is based on the underlying assets, which are valued using inputs such as the closing pricereported, if traded on an active market, values derived from comparable securities of issuers with similar credit ratings, or under a discounted cash flow approachthat utilizes observable inputs, such as current yields of similar instruments, but includes adjustments for risks that may not be observable such as certain credit andliquidity risks. Alternative investments are primarily valued at the net asset value as determined by the independent administrator or custodian of the fund. The netasset value is based on the underlying investments, which are valued using inputs such as quoted market prices of identical instruments, discounted future cashflows, independent appraisals and market-based comparable data. Absolute return strategies are commingled funds which reflect the fair value of our ownershipinterest in these funds. The investments in these commingled funds include some or all of the above asset classes and are primarily valued at net asset values basedon the underlying investments, which are valued consistent with the methodologies described above for each asset class.90The following table summarizes the activity for our defined benefit pension plans level 3 assets for the year ended December 31, 2015 : December 31, 2014 Realized Gain/(Loss) UnrealizedGain/(Loss)Relating to AssetsHeld at PeriodEnd Purchases,Sales,Settlements, andOther Transfers In/(Out) December 31, 2015 ($ in millions)Acquisition plan receivable$— $— $— $212.0 $— $212.0Fixed income/cash Government treasuries4.3 — (0.7) (1.6) — 2.0Corporate debt instruments9.6 0.5 (0.2) 2.1 — 12.0Alternative investments Hedge fund of funds358.8 7.2 (3.4) (27.0) — 335.6Real estate funds34.0 2.4 3.7 (12.7) — 27.4Private equity funds17.7 0.2 0.8 (0.3) — 18.4Absolute return strategies20.3 — (0.5) (1.1) — 18.7Total level 3 assets$444.7 $10.3 $(0.3) $171.4 $— $626.1The following table summarizes the activity for our defined benefit pension plans level 3 assets for the year ended December 31, 2014 : December 31, 2013 RealizedGain/(Loss) UnrealizedGain/(Loss)Relating toAssets Held atPeriod End Purchases, Sales,Settlements, andOther TransfersIn/(Out) December 31, 2014 ($ in millions)Fixed income/cash Government treasuries$4.5 $— $(0.3) $0.1 $— $4.3Corporate debt instruments21.5 2.0 (1.3) (12.6) — 9.6Alternative investments Hedge fund of funds315.9 — 17.9 25.0 — 358.8Real estate funds35.7 1.6 2.0 (5.3) — 34.0Private equity funds17.9 — (0.2) — — 17.7Absolute return strategies18.7 — 0.8 0.8 — 20.3Total level 3 assets$414.2 $3.6 $18.9 $8.0 $— $444.7POSTRETIREMENT BENEFITSWe provide certain postretirement healthcare (medical) and life insurance benefits for eligible active and retired domestic employees. The healthcare plansare contributory with participants’ contributions adjusted annually based on medical rates of inflation and plan experience. We use a measurement date ofDecember 31 for our postretirement plans.Effective as of December 31, 2015, we changed the approach used to measure service and interest costs for our other postretirement benefits. For the yearended December 31, 2015, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measurethe plan obligations. Beginning in 2016 for our other postretirement benefits, we elected to measure service and interest costs by applying the specific spot ratesalong the yield curve to the plans’ estimated cash flows. We believe the new approach provides a more precise measurement of service and interest costs byaligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our planobligations. We have accounted for this change as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis.Other Postretirement Benefits Obligations and Funded StatusChanges in the benefit obligation were as follows: December 31, 2015 December 31, 2014 ($ in millions) ($ in millions)Change in Benefit ObligationU.S. Foreign Total U.S. Foreign TotalBenefit obligation at beginning of year$58.5 $8.7 $67.2 $59.0 $8.6 $67.6Service cost1.1 0.1 1.2 1.0 0.1 1.1Interest cost2.0 0.3 2.3 2.3 0.4 2.7Actuarial loss (gain)(0.7) 0.7 — 2.4 0.7 3.1Benefits paid(7.0) (0.3) (7.3) (6.2) (0.4) (6.6)Currency translation adjustments— (1.5) (1.5) — (0.7) (0.7)Curtailment— 0.1 0.1 — — —Benefit obligation at end of year$53.9 $8.1 $62.0 $58.5 $8.7 $67.2 December 31, 2015 December 31, 2014 ($ in millions) ($ in millions) U.S. Foreign Total U.S. Foreign TotalFunded status$(53.9) $(8.1) $(62.0) $(58.5) $(8.7) $(67.2)Under ASC 715 we recorded an after-tax benefit of less than $0.1 million ( $0.1 million pretax) to shareholders’ equity as of December 31, 2015 for ourother postretirement plans. In 2014 , we recorded a $1.8 million after-tax charge ( $3.1 million pretax) to shareholders’ equity as of December 31, 2014 for ourother postretirement plans.Amounts recognized in the consolidated balance sheets consisted of: December 31, 2015 December 31, 2014 ($ in millions) ($ in millions) U.S. Foreign Total U.S. Foreign TotalAccrued benefit in current liabilities$(5.3) $(0.3) $(5.6) $(5.2) $(0.3) $(5.5)Accrued benefit in noncurrent liabilities(48.6) (7.8) (56.4) (53.3) (8.4) (61.7)Accumulated other comprehensive loss29.7 0.2 29.9 33.6 (0.4) 33.2Net balance sheet impact$(24.2) $(7.9) $(32.1) $(24.9) $(9.1) $(34.0)91 Years Ended December 31,2015 2014 2013Components of Net Periodic Benefit Cost($ in millions)Service cost$1.2 $1.1 $1.3Interest cost2.3 2.7 2.6Amortization of prior service cost— (0.1) (0.1)Recognized actuarial loss3.1 2.9 3.7Curtailment0.1 — —Net periodic benefit cost$6.7 $6.6 $7.5 Included in Other Comprehensive Loss (Pretax) Liability adjustment$(0.1) $3.1 $(1.9)Amortization of prior service costs and actuarial losses(3.2) (2.8) (3.6)For the year ended December 31, 2015, we recorded a curtailment charge of $0.1 million associated with permanently closing a portion of the Becancour,Canada chlor alkali facility that has been shut down since late June 2014. This charge was included in restructuring charges.The other postretirement plans’ actuarial loss that will be recognized from accumulated other comprehensive loss into net periodic benefit cost in 2016 willbe approximately $3 million .The service cost and amortization of prior service cost components of postretirement benefit expense related to the employees of the operating segments areallocated to the operating segments based on their respective estimated census data.Other Postretirement Benefits Plan AssumptionsCertain actuarial assumptions, such as discount rate, have a significant effect on the amounts reported for net periodic benefit cost and accrued benefitobligation amounts. December 31,Weighted-Average Assumptions2015 2014 2013Discount rate—periodic benefit cost3.7% 4.3% 3.6%Discount rate—benefit obligation4.1% 3.7% 4.3%The discount rate is based on a hypothetical yield curve represented by a series of annualized individual zero-coupon bond spot rates for maturities rangingfrom one-half to thirty years. The bonds used in the yield curve must have a rating of AA or better per Standard & Poor’s, be non-callable, and have at least $250million par outstanding. The yield curve is then applied to the projected benefit payments from the plan. Based on these bonds and the projected benefit paymentstreams, the single rate that produces the same yield as the matching bond portfolio, rounded to the nearest quarter point, is used as the discount rate.We review external data and our own internal trends for healthcare costs to determine the healthcare cost for the post retirement benefit obligation. Theassumed healthcare cost trend rates for pre-65 retirees were as follows: December 31, 2015 2014Healthcare cost trend rate assumed for next year8.5% 8.5%Rate that the cost trend rate gradually declines to5.0% 5.0%Year that the rate reaches the ultimate rate2022 2021For post-65 retirees, we provide a fixed dollar benefit, which is not subject to escalation.92Assumed healthcare cost trend rates have an effect on the amounts reported for the healthcare plans. A one-percentage-point change in assumed healthcarecost trend rates would have the following effects: One-Percentage Point Increase One-Percentage Point Decrease ($ in millions)Effect on total of service and interest costs$0.2 $(0.2)Effect on postretirement benefit obligation3.1 (2.6)We expect to make payments of approximately $5 million for each of the next five years under the provisions of our other postretirement benefit plans.INCOME TAXES Years ended December 31, 2015 2014 2013Components of Income from Continuing Operations Before Taxes($ in millions)Domestic$(66.9) $164.4 $222.2Foreign73.6 (1.7) 27.8Income from continuing operations before taxes$6.7 $162.7 $250.0Components of Income Tax Provision Current expense (benefit): Federal$(16.6) $25.9 $42.1State1.2 1.3 9.4Foreign14.4 5.3 8.5 (1.0) 32.5 60.0Deferred expense (benefit): Federal$8.9 $26.9 $10.4State(2.4) 3.0 1.9Foreign2.6 (4.7) (0.9)9.1 25.2 11.4Income tax provision$8.1 $57.7 $71.493The following table accounts for the difference between the actual tax provision and the amounts obtained by applying the statutory U.S. federal income taxrate of 35% to the income from continuing operations before taxes. Years ended December 31,Effective Tax Rate Reconciliation (Percent)2015 2014 2013Statutory federal tax rate35.0 % 35.0 % 35.0 %State income taxes, net(38.2) 2.4 2.3Foreign rate differential(129.8) 0.4 (0.9)U.S. tax on foreign earnings128.6 (0.6) 0.8Domestic manufacturing/export tax incentive— (1.8) (1.6)Salt depletion(38.8) (0.5) (0.3)Non-deductible transaction costs133.1 — —Change in valuation allowance27.9 1.1 (2.1)Remeasurement of deferred taxes7.6 0.4 0.1Change in tax contingencies5.0 (0.3) (3.8)Dividends paid to CEOP(11.1) (0.5) (0.3)Return to provision(4.2) (0.7) (0.1)Research tax credit(3.1) — (0.8)Other, net8.9 0.6 0.3Effective tax rate120.9 % 35.5 % 28.6 %The effective tax rate from continuing operations for 2015 included $8.9 million of expense associated with certain transaction costs related to theAcquisition that are not deductible for U.S. tax purposes and $8.6 million of expense associated with incremental U.S. tax on foreign earnings. These items werepartially offset by $8.7 million of benefit associated with foreign earnings taxed at a lower rate than the U.S. statutory rate and $2.6 million of benefit associatedwith salt depletion deductions. The effective tax rate from continuing operations for 2014 included $1.2 million of benefit associated with return to provisionadjustments for the finalization of our 2013 U.S. federal and state income tax returns and $0.7 million of benefit associated with the expiration of the statutes oflimitations in federal and state jurisdictions. These items were partially offset by $0.8 million of expense associated with increases in valuation allowances oncertain state tax credit balances, primarily due to a change in state tax law, and $0.6 million of expense related to the remeasurement of deferred taxes due to anincrease in state effective tax rates. The effective tax rate from continuing operations for 2013 included $11.4 million of benefit associated with the expiration ofthe statutes of limitations in federal and state jurisdictions, $8.3 million of benefit associated with reductions in valuation allowances on our capital losscarryforwards and $1.9 million of benefit associated with the Research Credit, which were partially offset by $1.8 million of expense associated with changes in taxcontingencies and $1.3 million of expense associated with increases in valuation allowances on certain state tax credits carryforwards.94 December 31,Components of Deferred Tax Assets and Liabilities2015 2014 ($ in millions)Deferred tax assets: Pension and postretirement benefits$235.2 $108.0Environmental reserves55.3 56.5Asset retirement obligations21.0 22.9Accrued liabilities53.7 52.5Tax credits23.3 9.2Federal and state net operating losses40.1 3.3Capital loss carryforward4.7 4.8Other miscellaneous items18.5 10.0Total deferred tax assets451.8 267.2Valuation allowance(29.3) (16.6)Net deferred tax assets422.5 250.6Deferred tax liabilities: Property, plant and equipment875.6 174.5Intangible amortization138.4 14.2Inventory and prepaids11.6 4.5Partnerships101.4 97.8Taxes on unremitted earnings294.8 —Total deferred tax liabilities1,421.8 291.0Net deferred tax liability$(999.3) $(40.4)Realization of the net deferred tax assets, irrespective of indefinite-lived deferred tax liabilities, is dependent on future reversals of existing taxabletemporary differences and adequate future taxable income, exclusive of reversing temporary differences and carryforwards. Although realization is not assured, webelieve that it is more likely than not that the net deferred tax assets will be realized.At December 31, 2015 , we had a U.S. net operating loss carryforward (NOL) of approximately $75.9 million (representing $26.6 million of deferred taxassets), that will expire in years 2017 through 2035, if not utilized. The utilization of $2.5 million of the deferred tax assets are limited under Section 382 of theU.S. Internal Revenue Code to $0.5 million in each year through 2020. At December 31, 2015 , we had deferred state tax benefits of $9.3 million relating to state NOLs, which are available to offset future state taxable incomethrough 2035.At December 31, 2015 , we had deferred state tax benefits of $13.6 million relating to state tax credits, which are available to offset future state tax liabilitiesthrough 2030.At December 31, 2015 , we had a capital loss carryforward of $12.3 million (representing $4.7 million of deferred tax assets) that is available to offset futureconsolidated capital gains that will expire in years 2016 through 2020 if not utilized. At December 31, 2015 , we had a NOL of approximately $23.1 million (representing $4.2 million of deferred tax assets) in various foreign jurisdictions. Ofthese, $8.2 million (representing $1.7 million of deferred tax assets) expire in various years from 2020 to 2025. The remaining $14.9 million (representing $2.5million of deferred tax assets) do not expire.95The activity of our deferred income tax valuation allowance was as follows: December 31, 2015 2014 ($ in millions)Beginning balance$16.6 $13.4Charged to income tax provision1.8 4.1Acquisition activity12.3 —Deductions from reserves - credited to income tax provision(1.4) (0.9)Ending balance$29.3 $16.6As of December 31, 2015 , we had $35.1 million of gross unrecognized tax benefits, which would have a net $33.5 million impact on the effective tax ratefrom continuing operations, if recognized. As of December 31, 2014 , we had $36.1 million of gross unrecognized tax benefits, which would have a net $35.0million impact on the effective tax rate from continuing operations, if recognized. The change for 2015 primarily relates to additional gross unrecognized benefitsfor prior year tax positions, as well as the settlement of ongoing audits. The change for 2014 primarily relates to additional gross unrecognized benefits for currentyear and prior year tax positions, as well as the expiration of statute of limitations in domestic jurisdictions and settlement of ongoing audits. The amounts ofunrecognized tax benefits were as follows: December 31, 2015 2014 ($ in millions)Beginning balance$36.1 $34.5Increase for current year tax positions— 2.2Increase for prior year tax positions0.2 0.2Reductions due to statute of limitations— (0.4)Decrease for prior year tax positions— (0.3)Decrease due to tax settlements(1.2) (0.1)Ending balance$35.1 $36.1Income from discontinued operations, net for the year ended December 31, 2014 included $2.2 million of tax expense related to changes in taxcontingencies.We recognize interest and penalty expense related to unrecognized tax positions as a component of the income tax provision. As of December 31, 2015 and2014 , interest and penalties accrued were $3.4 million and $3.2 million , respectively. For 2015 , 2014 and 2013 , we recorded expense (benefit) related to interestand penalties of $0.2 million , $0.4 million and $(0.5) million , respectively.As of December 31, 2015 , we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $9.4million over the next twelve months. The anticipated reduction primarily relates to settlements with tax authorities and the expiration of federal, state and foreignstatutes of limitation.96We operate globally and file income tax returns in numerous jurisdictions. Our tax returns are subject to examination by various federal, state and local taxauthorities. Our U.S. federal income tax returns are under examination by the Internal Revenue Service (IRS) for tax years 2008 and 2010 to 2012. Our Canadianfederal income tax returns are under examination by Canada Revenue Authority (CRA) for tax years 2010 and 2011. In connection with the Acquisition, TDCCretained liabilities relating to taxes to the extent arising prior to the Closing Date. We believe we have adequately provided for all tax positions; however, amountsasserted by taxing authorities could be greater than our accrued position. For our primary tax jurisdictions, the tax years that remain subject to examination are asfollows: Tax YearsU.S. federal income tax2008; 2010 - 2015U.S. state income tax2006 - 2014Canadian federal income tax2010 - 2014Brazil2014 - 2015Germany2015China2014 - 2015The Netherlands2014 - 2015South Korea2014 - 2015Hong Kong2015ACCRUED LIABILITIESIncluded in accrued liabilities were the following: December 31, 2015 2014 ($ in millions)Acquisition-related accruals$90.2 $—Accrued compensation and payroll taxes53.4 40.4Accrued interest35.0 4.7Legal and professional costs32.0 26.3Accrued employee benefits24.4 41.5Environmental (current portion only)19.0 19.0Asset retirement obligation (current portion only)7.3 10.2Other66.8 72.2Accrued liabilities$328.1 $214.3CONTRIBUTING EMPLOYEE OWNERSHIP PLANThe CEOP is a defined contribution plan available to essentially all domestic employees. Company matching contributions are invested in the sameinvestment allocation as the employee’s contribution. Our matching contributions for eligible employees amounted to $6.9 million , $5.7 million and $5.2 millionin 2015 , 2014 and 2013 , respectively.Employees generally become vested in the value of the contributions we make to the CEOP according to a schedule based on service. After two years ofservice, participants are 25% vested. They vest in increments of 25% for each additional year and after five years of service, they are 100% vested in the value ofthe contributions that we have made to their accounts.Employees may transfer any or all of the value of the investments, including Olin common stock, to any one or combination of investments available in theCEOP. Employees may transfer balances daily and may elect to transfer any percentage of the balance in the fund from which the transfer is made. However,when transferring out of a fund, employees are prohibited from trading out of the fund to which the transfer was made for seven calendar days. This limitationdoes not apply to trades into the money market fund or the Olin Common Stock Fund.97STOCK-BASED COMPENSATIONStock-based compensation expense was allocated to the operating segments for the portion related to employees whose compensation would be included incost of goods sold with the remainder recognized in corporate/other. There were no significant capitalized stock-based compensation costs. Stock-basedcompensation granted includes stock options, performance stock awards, restricted stock awards and deferred directors’ compensation. Stock-based compensationexpense was as follows: Years ended December 31, 2015 2014 2013 ($ in millions)Stock-based compensation$11.5 $9.2 $13.3Mark-to-market adjustments(3.0) (3.6) 4.2Total expense$8.5 $5.6 $17.5Stock PlansUnder the stock option and long-term incentive plans, options may be granted to purchase shares of our common stock at an exercise price not less than fairmarket value at the date of grant, and are exercisable for a period not exceeding ten years from that date. Stock options, restricted stock and performance sharestypically vest over three years. We issue shares to settle stock options, restricted stock and share-based performance awards. In 2015 , 2014 and 2013 long-termincentive awards included stock options, performance share awards and restricted stock. The stock option exercise price was set at the fair market value ofcommon stock on the date of the grant, and the options have a ten -year term.Stock option transactions were as follows: Exercisable Shares Option Price Weighted-Average Option Price Options Weighted-Average Exercise PriceOutstanding at January 1, 20154,133,753 $14.28-27.64 $20.14 2,976,870 $18.50Granted776,750 27.40 27.40 Exercised(147,608) 14.28-25.57 20.11 Canceled(42,790) 23.28-27.40 25.14 Outstanding at December 31, 20154,720,105 $14.28-27.65 $21.29 3,371,449 $19.28At December 31, 2015 , the average exercise period for all outstanding and exercisable options was 65 months and 50 months, respectively. At December31, 2015 , the aggregate intrinsic value (the difference between the exercise price and market value) for outstanding options was $2.5 million and exercisableoptions was $2.5 million . The total intrinsic value of options exercised during the years ended December 31, 2015 , 2014 and 2013 was $1.3 million , $3.9 millionand $4.2 million , respectively.The total unrecognized compensation cost related to unvested stock options at December 31, 2015 was $5.3 million and was expected to be recognized overa weighted-average period of 1.3 years.98The following table provides certain information with respect to stock options exercisable at December 31, 2015 :Range of Exercise Prices Options Exercisable Weighted-AverageExercise Price Options Outstanding Weighted-AverageExercise PriceUnder $16.00 916,046 $15.05 916,046 $15.05$16.00 – $22.00 1,870,281 19.85 1,870,281 19.85Over $22.00 585,122 24.11 1,933,778 25.65 3,371,449 4,720,105 At December 31, 2015 , common shares reserved for issuance and available for grant or purchase under the following plans consisted of: Number of SharesStock Option PlansReserved forIssuance Available for Grant or Purchase(1)2000 long term incentive plan277,586 2,9112003 long term incentive plan389,921 10,1382006 long term incentive plan1,591,479 168,7832009 long term incentive plan2,762,161 506,6102014 long term incentive plan3,000,000 2,009,000Total under stock option plans8,021,147 2,697,442 Number of SharesStock Purchase PlansReserved forIssuance Available for Grant or Purchase1997 stock plan for non-employee directors572,978 567,476Employee deferral plan45,627 45,623Total under stock purchase plans618,605 613,099(1)All available to be issued as stock options, but includes a sub-limit for all types of stock awards of 1,420,442 shares.Under the stock purchase plans, our non-employee directors may defer certain elements of their compensation into shares of our common stock based on fairmarket value of the shares at the time of deferral. Non-employee directors annually receive stock grants as a portion of their director compensation. Of the sharesreserved under the stock purchase plans at December 31, 2015 , 5,501 shares were committed.99Performance share awards are denominated in shares of our stock and are paid half in cash and half in stock. Payouts are based on Olin’s average annualreturn on capital over a three -year performance cycle in relation to the average annual return on capital over the same period among a portfolio of publiccompanies which are selected in concert with outside compensation consultants. The expense associated with performance shares is recorded based on ourestimate of our performance relative to the respective target. If an employee leaves the company before the end of the performance cycle, the performance sharesmay be prorated based on the number of months of the performance cycle worked and are settled in cash instead of half in cash and half in stock when the three-year performance cycle is completed. Performance share transactions were as follows: To Settle in Cash To Settle in Shares Shares Weighted-Average Fair Value perShare Shares Weighted-Average Fair Value perShareOutstanding at January 1, 2015290,917 $23.04 281,000 $23.46Granted126,000 27.40 126,000 27.40Paid/Issued(105,611) 23.04 (101,000) 21.92Converted from shares to cash2,111 24.42 (2,111) 24.42Canceled(1,889) 25.83 (1,889) 26.49Outstanding at December 31, 2015311,528 $17.48 302,000 $25.59Total vested at December 31, 2015201,528 $17.48 192,000 $24.81The summary of the status of our unvested performance shares to be settled in cash were as follows: Shares Weighted-Average Fair Value perShareUnvested at January 1, 201587,334 $23.04Granted126,000 27.40Vested(101,445) 17.48Canceled(1,889) 25.83Unvested at December 31, 2015110,000 $17.48At December 31, 2015 , the liability recorded for performance shares to be settled in cash totaled $3.5 million . The total unrecognized compensation costrelated to unvested performance shares at December 31, 2015 was $4.9 million and was expected to be recognized over a weighted-average period of 1.2 years.SHAREHOLDERS’ EQUITYOn April 24, 2014, our board of directors authorized a new share repurchase program for up to 8 million shares of common stock that will terminate in threeyears for any of the remaining shares not yet repurchased. This authorization replaced the July 2011 share repurchase program. For the year ended December 31,2015, no shares were purchased and retired. We repurchased and retired 2.5 million and 1.5 million shares in 2014 and 2013 , respectively, at a cost of $64.8million and $36.2 million , respectively. As of December 31, 2015 , we had repurchased a total of 1.9 million shares under the April 2014 program, and 6.1 millionshares remained authorized to be purchased. Under the Merger Agreement relating to the Acquisition, we were restricted from repurchasing shares of our commonstock prior to the consummation of the Merger. For a period of two years subsequent to the Closing Date of the Merger, we will continue to be subject to certainrestrictions on our ability to conduct share repurchases.During 2015 , 2014 and 2013 , we issued 0.1 million , 0.5 million and 0.5 million shares, respectively, with a total value of $3.1 million , $12.1 million and$9.7 million , respectively, representing stock options exercised. We have registered an undetermined amount of securities with the SEC, so that, from time-to-time, we may issue debt securities, preferred stock and/orcommon stock and associated warrants in the public market under that registration statement.The following table represents the activity included in accumulated other comprehensive loss: Foreign Currency Translation Adjustment (net of taxes) Unrealized Gains (Losses) on Derivative Contracts (net of taxes) Pension and Postretirement Benefits (net of taxes) Accumulated Other Comprehensive Loss ($ in millions)Balance at January 1, 2013$2.1 $4.7 $(378.1) $(371.3)Unrealized losses(2.6) (7.7) (12.5) (22.8)Reclassification adjustments into income— 1.4 33.3 34.7Tax benefit (provision)— 2.5 (8.2) (5.7)Net change(2.6) (3.8) 12.6 6.2Balance at December 31, 2013(0.5) 0.9 (365.5) (365.1)Unrealized losses(1.8) (10.2) (142.0) (154.0)Reclassification adjustments into income— 1.8 25.5 27.3Tax benefit— 3.3 45.4 48.7Net change(1.8) (5.1) (71.1) (78.0)Balance at December 31, 2014(2.3) (4.2) (436.6) (443.1)Unrealized losses(15.7) (13.9) (125.3) (154.9)Reclassification adjustments into income— 9.7 65.6 75.3Tax benefit5.9 1.5 22.8 30.2Net change(9.8) (2.7) (36.9) (49.4)Balance at December 31, 2015$(12.1) $(6.9) $(473.5) $(492.5)Net (loss) income and cost of goods sold included reclassification adjustments for realized gains and losses on derivative contracts from accumulated othercomprehensive loss.Net (loss) income, cost of goods sold and selling and administration expenses included the amortization of prior service costs and actuarial losses fromaccumulated other comprehensive loss. This amortization is recognized equally in cost of goods sold and selling and administration expenses.SEGMENT INFORMATIONWe define segment results as income (loss) from continuing operations before interest expense, interest income, other operating income, other income(expense) and income taxes, and include the results of non-consolidated affiliates. Consistent with the guidance in ASC 280, we have determined it is appropriateto include the operating results of non-consolidated affiliates in the relevant segment financial results. Beginning in the fourth quarter of 2015, we modified ourreportable segments due to changes in our organization resulting from the Acquisition. We have three operating segments: Chlor Alkali Products and Vinyls,Epoxy and Winchester. For segment reporting purposes, the Acquired Business’s Global Epoxy operating results comprise the newly created Epoxy segment andthe Acquired Chlor Alkali Business operating results combined with our former Chlor Alkali Products and Chemical Distribution segments comprise the newlycreated Chlor Alkali Products and Vinyls segment. The new reporting structure has been retrospectively applied to financial results for all periods presented. Thethree operating segments reflect the organization used by our management for purposes of allocating resources and assessing performance. Chlorine used in ourEpoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment. Sales and profits are recognized in the Chlor Alkali Products and Vinylssegment for all caustic soda generated and sold by Olin.100 Years ended December 31, 2015 2014 2013Sales:($ in millions)Chlor Alkali Products and Vinyls$1,713.4 $1,502.8 $1,737.4Epoxy429.6 — —Winchester711.4 738.4 777.6Total sales$2,854.4 $2,241.2 $2,515.0Income (loss) from continuing operations before taxes: Chlor Alkali Products and Vinyls$115.5 $130.1 $213.5Epoxy(7.5) — —Winchester115.6 127.3 143.2Corporate/Other(40.8) (33.9) (62.6)Restructuring charges(2.7) (15.7) (5.5)Acquisition-related costs(123.4) (4.2) —Other operating income45.7 1.5 0.7Interest expense(97.0) (43.8) (38.6)Interest income1.1 1.3 0.6Other income (expense)0.2 0.1 (1.3)Income from continuing operations before taxes$6.7 $162.7 $250.0Earnings of non-consolidated affiliates: Chlor Alkali Products and Vinyls$1.7 $1.7 $2.8Depreciation and amortization expense: Chlor Alkali Products and Vinyls$186.1 $119.4 $117.5Epoxy20.9 — —Winchester17.4 16.3 14.9Corporate/Other4.5 3.4 2.9Total depreciation and amortization expense$228.9 $139.1 $135.3Capital spending: Chlor Alkali Products and Vinyls$94.5 $49.6 $68.0Epoxy7.7 — —Winchester25.6 21.4 21.2Corporate/Other3.1 0.8 1.6Total capital spending$130.9 $71.8 $90.8 December 31, 2015 2014 Assets:($ in millions) Chlor Alkali Products and Vinyls$6,690.7 $1,939.0 Epoxy1,591.2 — Winchester411.9 361.0 Corporate/Other628.0 398.1 Total assets$9,321.8 $2,698.1 Investments—affiliated companies (at equity): Chlor Alkali Products and Vinyls$25.0 $23.3 101Segment assets include only those assets which are directly identifiable to an operating segment. Assets of the corporate/other segment include primarilysuch items as cash and cash equivalents, deferred taxes, restricted cash and other assets. Years ended December 31,Geographic Data2015 2014 2013Sales:($ in millions)United States$2,208.5 $2,051.4 $2,316.2Foreign645.9 189.8 198.8Total sales$2,854.4 $2,241.2 $2,515.0 December 31, 2015 2014 Long-lived assets:($ in millions) United States$3,561.7 $889.6 Foreign391.7 41.4 Total long-lived assets$3,953.4 $931.0 Sales are attributed to geographic areas based on customer location and long-lived assets are attributed to geographic areas based on asset location.ENVIRONMENTALAs is common in our industry, we are subject to environmental laws and regulations related to the use, storage, handling, generation, transportation,emission, discharge, disposal and remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which we dobusiness.The establishment and implementation of national, state or provincial and local standards to regulate air, water and land quality affect substantially all of ourmanufacturing locations around the world. Laws providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances,and remediation of contaminated sites, have imposed additional regulatory requirements on industry, particularly the chemicals industry. In addition,implementation of environmental laws has required and will continue to require new capital expenditures and will increase plant operating costs. We employ wasteminimization and pollution prevention programs at our manufacturing sites.In connection with the Acquisition, TDCC retained liabilities relating to releases of hazardous materials and violations of environmental law to the extentarising prior to the Closing Date.We are party to various governmental and private environmental actions associated with past manufacturing facilities and former waste disposalsites. Associated costs of investigatory and remedial activities are provided for in accordance with generally accepted accounting principles governing probabilityand the ability to reasonably estimate future costs. Our ability to estimate future costs depends on whether our investigatory and remedial activities are inpreliminary or advanced stages. With respect to unasserted claims, we accrue liabilities for costs that, in our experience, we may incur to protect our interestsagainst those unasserted claims. Our accrued liabilities for unasserted claims amounted to $1.8 million at December 31, 2015 . With respect to asserted claims, weaccrue liabilities based on remedial investigation, feasibility study, remedial action and operation, maintenance and monitoring (OM&M) expenses that, in ourexperience, we may incur in connection with the asserted claims. Required site OM&M expenses are estimated and accrued in their entirety for required periodsnot exceeding 30 years, which reasonably approximates the typical duration of long-term site OM&M.102Our liabilities for future environmental expenditures were as follows: December 31, 2015 2014 ($ in millions)Beginning balance$138.3 $144.6Charges to income15.7 9.6Remedial and investigatory spending(14.1) (14.9)Currency translation adjustments(1.8) (1.0)Ending balance$138.1 $138.3At December 31, 2015 and 2014 , our consolidated balance sheets included environmental liabilities of $119.1 million and $119.3 million , respectively,which were classified as other noncurrent liabilities. Our environmental liability amounts do not take into account any discounting of future expenditures or anyconsideration of insurance recoveries or advances in technology. These liabilities are reassessed periodically to determine if environmental circumstances havechanged 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 foradditional liabilities. Of the $138.1 million included on our consolidated balance sheet at December 31, 2015 for future environmental expenditures, we currentlyexpect to utilize $81.1 million of the reserve for future environmental expenditures over the next 5 years, $16.7 million for expenditures 6 to 10 years in the future,and $40.3 million for expenditures beyond 10 years in the future.Our total estimated environmental liability at December 31, 2015 was attributable to 69 sites, 14 of which were USEPA NPL sites. Nine sites accounted for79% of our environmental liability and, of the remaining 60 sites, no one site accounted for more than 3% of our environmental liability. At four of the nine sites,part of the site is subject to a remedial investigation and another part is in the long-term OM&M stage. At one of the nine sites, a remedial design is beingdeveloped. At one of the nine sites, part of the site is subject to a remedial investigation and another part a remedial design is being developed. At one of these ninesites, a remedial investigation is being performed. The two remaining sites are in long-term OM&M. All nine sites are either associated with past manufacturingoperations or former waste disposal sites. None of the nine largest sites represents more than 23% of the liabilities reserved on our consolidated balance sheet atDecember 31, 2015 for future environmental expenditures.Charges to income for investigatory and remedial efforts were material to operating results in 2015 , 2014 and 2013 and may be material to operating resultsin future years.Environmental provisions charged (credited) to income, which are included in cost of goods sold, were as follows: Years ended December 31, 2015 2014 2013 ($ in millions)Charges to income$15.7 $9.6 $11.5Recoveries from third parties of costs incurred and expensed in prior periods— (1.4) (1.3)Total environmental expense$15.7 $8.2 $10.2These charges relate primarily to remedial and investigatory activities associated with past manufacturing operations and former waste disposal sites.103Annual environmental-related cash outlays for site investigation and remediation are expected to range between approximately $15 million to $25 millionover the next several years, which are expected to be charged against reserves recorded on our consolidated balance sheet. While we do not anticipate a materialincrease in the projected annual level of our environmental-related cash outlays for site investigation and remediation, there is always the possibility that such anincrease may occur in the future in view of the uncertainties associated with environmental exposures. Environmental exposures are difficult to assess fornumerous reasons, including the identification of new sites, developments at sites resulting from investigatory studies, advances in technology, changes inenvironmental laws and regulations and their application, changes in regulatory authorities, the scarcity of reliable data pertaining to identified sites, the difficultyin assessing the involvement and financial capability of other PRPs, our ability to obtain contributions from other parties and the lengthy time periods over whichsite remediation occurs. It is possible that some of these matters (the outcomes of which are subject to various uncertainties) may be resolved unfavorably to us,which could materially adversely affect our financial position or results of operations. At December 31, 2015 , we estimate that it is reasonably possible that wemay have additional contingent environmental liabilities of $60 million in addition to the amounts for which we have already recorded as a reserve.COMMITMENTS AND CONTINGENCIESThe following table summarizes our contractual commitments under non-cancelable operating leases and purchase contracts as of December 31, 2015 : Operating Leases PurchaseCommitments ($ in millions)2016$73.7 $560.2201760.9 506.4201851.7 449.3201939.5 442.1202027.3 440.3Thereafter80.2 2,904.9Total commitments$333.3 $5,303.2Our operating lease commitments are primarily for railroad cars but also include distribution, warehousing and office space and data processing and officeequipment. Virtually none of our lease agreements contain escalation clauses or step rent provisions. Total rent expense charged to operations amounted to $75.1million , $66.8 million and $64.2 million in 2015 , 2014 and 2013 , respectively (sublease income is not significant). The above purchase commitments includeraw material, capital expenditure and utility purchasing commitments utilized in our normal course of business for our projected needs. In connection with theAcquisition, certain additional agreements have been entered into with TDCC, including, long-term purchase agreements for raw materials. These agreements aremaintained through long-term cost based contracts that provide us with a reliable supply of key raw materials. Key raw materials received from TDCC includeethylene, propylene and benzene.We, and our subsidiaries, are defendants in various legal actions (including proceedings based on alleged exposures to asbestos) incidental to our past andcurrent business activities. At December 31, 2015 and 2014 , our consolidated balance sheets included liabilities for these legal actions of $21.2 million and $22.1million , respectively. These liabilities do not include costs associated with legal representation. Based on our analysis, and considering the inherent uncertaintiesassociated with litigation, we do not believe that it is reasonably possible that these legal actions will materially adversely affect our financial position, cash flowsor results of operations. In connection with the Acquisition, TDCC retained liabilities related to litigation to the extent arising prior to the Closing Date.During the ordinary course of our business, contingencies arise resulting from an existing condition, situation or set of circumstances involving anuncertainty as to the realization of a possible gain contingency. In certain instances such as environmental projects, we are responsible for managing the cleanupand remediation of an environmental site. There exists the possibility of recovering a portion of these costs from other parties. We account for gain contingenciesin accordance with the provisions of ASC 450 “Contingencies” (ASC 450) and therefore do not record gain contingencies and recognize income until it is earnedand realizable.104For the year ended December 31, 2015 we recognized insurance recoveries of $57.4 million for property damage and business interruption related to theBecancour, Canada and McIntosh, AL chlor alkali facilities. Cost of goods sold was reduced by $10.5 million and selling and administration was reduced by $0.9million for the reimbursement of costs incurred and expensed in prior periods and other operating income included a gain of $46.0 million . The consolidatedstatement of cash flows for the year ended December 31, 2015 included $25.8 million for the property damage portion of the insurance recoveries within proceedsfrom disposition of property, plant and equipment and gains on disposition of property, plant and equipment.For the year ended December 31, 2013, we recognized $11.0 million as a reduction of cost of goods sold related to a Chlor Alkali Products and Vinylsfavorable contract settlement. Also for the year ended December 31, 2013, we recognized $13.9 million as a reduction of selling and administration expense relatedto the recovery of legacy legal costs.DERIVATIVE FINANCIAL INSTRUMENTSWe are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing andfinancing activities and our operations that use foreign currencies. The risk of loss can be assessed from the perspective of adverse changes in fair values, cashflows and future earnings. We have established policies and procedures governing our management of market risks and the use of financial instruments to manageexposure to such risks. ASC 815 “Derivatives and Hedging” (ASC 815) required an entity to recognize all derivatives as either assets or liabilities in the statementof financial position and measure those instruments at fair value. We use hedge accounting treatment for substantially all of our business transactions whose risksare covered using derivative instruments. In accordance with ASC 815, we designate commodity forward contracts as cash flow hedges of forecasted purchases ofcommodities and certain interest rate swaps as fair value hedges of fixed-rate borrowings. We do not enter into any derivative instruments for trading orspeculative purposes.Energy costs, including electricity and natural gas, and certain raw materials used in our production processes are subject to price volatility. Depending onmarket conditions, we may enter into futures contracts and put and call option contracts in order to reduce the impact of commodity price fluctuations. Themajority of our commodity derivatives expire within one year. Those commodity contracts that extend beyond one year correspond with raw material purchasesfor long-term fixed-price sales contracts.We enter into forward sales and purchase contracts to manage currency risk resulting from purchase and sale commitments denominated in foreigncurrencies. At December 31, 2015 we had outstanding forward contracts to buy foreign currency with a notional value of $21.7 million and to sell foreign currencywith a notional value of $10.1 million . All of the currency derivatives expire within one year and are for USD equivalents. The counterparties to the forwardcontracts were large financial institutions; however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financialposition or results of operations. At December 31, 2014 , we had no forward contracts to buy or sell foreign currencies.In March 2010, we entered into interest rate swaps on $125 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates toa counterparty who, in turn, pays us fixed rates. The counterparty to these agreements is Citibank. In October 2011, we entered into $125 million of interest rateswaps with equal and opposite terms as the $125 million variable interest rate swaps on the 2016 Notes. We have agreed to pay a fixed rate to a counterparty who,in turn, pays us variable rates. The counterparty to this agreement is also Citibank. The result was a gain of $11.0 million on the105$125 million variable interest rate swaps, which will be recognized through 2016. As of December 31, 2015 , $1.2 million of this gain was included in currentinstallments of long-term debt. In October 2011, we de-designated our $125 million interest rate swaps that had previously been designated as fair valuehedges. The $125 million variable interest rate swaps and the $125 million fixed interest rate swaps do not meet the criteria for hedge accounting. All changes inthe fair value of these interest rate swaps are recorded currently in earnings.Cash Flow HedgesASC 815 requires that all derivative instruments be recorded on the balance sheet at their fair value. For derivative instruments that are designated andqualify as a cash flow hedge, the change in fair value of the derivative is recognized as a component of other comprehensive income (loss) until the hedged item isrecognized into earnings. Gains and losses on the derivatives representing hedge ineffectiveness are recognized currently in earnings.We had the following notional amount of outstanding commodity forward contracts that were entered into to hedge forecasted purchases: December 31, 2015 2014($ in millions)Copper$43.6 $62.7Zinc8.7 6.8Lead9.3 14.1Natural gas2.0 5.7As of December 31, 2015 , the counterparty to $43.3 million of these commodity forward contracts was Wells Fargo, a major financial institution, and thecounterparty to $20.3 million of these commodity forward contracts was Citibank, a major financial institution.We use cash flow hedges for certain raw material and energy costs such as copper, zinc, lead, electricity and natural gas to provide a measure of stability inmanaging our exposure to price fluctuations associated with forecasted purchases of raw materials and energy used in our manufacturing process. At December 31,2015 , we had open positions in futures contracts through 2021. If all open futures contracts had been settled on December 31, 2015 , we would have recognized apretax loss of $11.4 million .If commodity prices were to remain at December 31, 2015 levels, approximately $5.0 million of deferred losses would be reclassified into earnings duringthe next twelve months. The actual effect on earnings will be dependent on actual commodity prices when the forecasted transactions occur.Fair Value HedgesFor derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on thehedged item attributable to the hedged risk are recognized in current earnings. We include the gain or loss on the hedged items (fixed-rate borrowings) in the sameline item, interest expense, as the offsetting loss or gain on the related interest rate swaps. We had no interest rate swaps designated as fair value hedges as ofDecember 31, 2015 and 2014 .In June 2012, we terminated $73.1 million of interest rate swaps with Wells Fargo that had been entered into on the SunBelt Notes in May 2011. The resultwas a gain of $2.2 million which will be recognized through 2017. As of December 31, 2015 , $0.4 million of this gain was included in long-term debt.We use interest rate swaps as a means of managing interest expense and floating interest rate exposure to optimal levels. These interest rate swaps aretreated as fair value hedges. The accounting for gains and losses associated with changes in fair value of the derivative and the effect on the consolidated financialstatements will depend on the hedge designation and whether the hedge is effective in offsetting changes in fair value of cash flows of the asset or liability beinghedged.106Financial Statement ImpactsWe present our derivative assets and liabilities in our consolidated balance sheets on a net basis whenever we have a legally enforceable master nettingagreement with the counterparty to our derivative contracts. We use these agreements to manage and substantially reduce our potential counterparty credit risk.The following table summarizes the location and fair value of the derivative instruments on our consolidated balance sheets. The table disaggregates our netderivative assets and liabilities into gross components on a contract-by-contract basis before giving effect to master netting arrangements: Asset Derivatives Liability Derivatives Fair Value Fair Value December 31, December 31,Derivatives Designated as Hedging Instruments Balance Sheet Location 2015 2014 Balance Sheet Location 2015 2014 ($ in millions) ($ in millions)Interest rate contracts Other current assets $— $— Current installments oflong-term debt $1.2 $—Interest rate contracts Other assets — — Long-term debt 0.4 4.5Commodity contracts –losses Other current assets — — Accrued liabilities 11.5 7.2Commodity contracts –gains Other current assets — — Accrued liabilities (0.1) (0.1) $— $— $13.0 $11.6Derivatives Not Designated as Hedging Instruments Interest rate contracts –gains Other current assets $1.2 $— Accrued liabilities $— $—Interest rate contracts –losses Other current assets (0.1) — Accrued liabilities — —Interest rate contracts –gains Other assets — 4.3 Other liabilities — —Interest rate contracts –losses Other assets — (0.8) Other liabilities — —Commodity contracts –losses Other current assets — — Accrued liabilities 0.2 1.5Foreign exchange contracts– gains Other current assets 0.1 — Accrued liabilities — — $1.2 $3.5 $0.2 $1.5Total derivatives (1) $1.2 $3.5 $13.2 $13.1(1)Does not include the impact of cash collateral received from or provided to counterparties.107The following table summarizes the effects of derivative instruments on our consolidated statements of operations: Amount of Gain (Loss) Years Ended December 31, Location of Gain (Loss) 2015 2014 2013Derivatives – Cash Flow Hedges ($ in millions)Recognized in other comprehensive loss (effective portion)——— $(13.9) $(10.2) $(7.7)Reclassified from accumulated other comprehensive loss intoincome (effective portion)Cost of goods sold $(9.7) $(1.8) $(1.4)Derivatives – Fair Value Hedges Interest rate contractsInterest expense $2.8 $2.9 $2.9Derivatives Not Designated as Hedging Instruments Commodity contractsCost of goods sold $(2.2) $1.4 $0.4Foreign exchange contractsSelling and administration 0.1 — — $(2.1) $1.4 $0.4The ineffective portion of changes in fair value resulted in zero charged or credited to earnings for the years ended December 31, 2015 , 2014 and 2013 .Credit Risk and CollateralBy using derivative instruments, we are exposed to credit and market risk. If a counterparty fails to fulfill its performance obligations under a derivativecontract, our credit risk will equal the fair-value gain in a derivative. Generally, when the fair value of a derivative contract is positive, this indicates that thecounterparty owes us, thus creating a repayment risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore,assume no repayment risk. We minimize the credit (or repayment) risk in derivative instruments by entering into transactions with high-quality counterparties. Wemonitor our positions and the credit ratings of our counterparties, and we do not anticipate non-performance by the counterparties.Based on the agreements with our various counterparties, cash collateral is required to be provided when the net fair value of the derivatives, with thecounterparty, exceed a specific threshold. If the threshold is exceeded, cash is either provided by the counterparty to us if the value of the derivatives is our asset,or cash is provided by us to the counterparty if the value of the derivatives is our liability. As of December 31, 2015 , the amount recognized in accrued liabilitiesfor cash collateral provided by us to counterparties was $5.6 million . As of December 31, 2014 , this threshold was not exceeded. In all instances where we areparty to a master netting agreement, we offset the receivable or payable recognized upon payment of cash collateral against the fair value amounts recognized forderivative instruments that have also been offset under such master netting agreements.108FAIR VALUE MEASUREMENTSAssets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputsused to measure their fair value. Hierarchical levels are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets andliabilities. We are required to separately disclose assets and liabilities measured at fair value on a recurring basis, from those measured at fair value on anonrecurring basis. Nonfinancial assets measured at fair value on a nonrecurring basis are intangible assets and goodwill, which are reviewed for impairmentannually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred. Determining which hierarchical level anasset or liability falls within requires significant judgment. The following table summarizes the assets and liabilities measured at fair value in the consolidatedbalance sheets:Balance at December 31, 2015Quoted Prices inActive Marketsfor IdenticalAssets(Level 1) SignificantOtherObservableInputs(Level 2) SignificantUnobservableInputs(Level 3) TotalAssets($ in millions)Interest rate swaps$— $1.1 $— $1.1Foreign exchange contracts— 0.1 — 0.1Liabilities Interest rate swaps— 1.6 — 1.6Commodity forward contracts— 11.6 — 11.6Balance at December 31, 2014 Assets Interest rate swaps$— $3.5 $— $3.5Liabilities Interest rate swaps— 4.5 — 4.5Commodity forward contracts— 8.6 — 8.6For the year ended December 31, 2015 , there were no transfers into or out of Level 1 and Level 2.The following table summarizes the activity for our earn out liability measured at fair value using Level 3 inputs: December 31, 2015 2014 ($ in millions)Beginning balance$— $26.7Settlements— (26.7)Ending balance$— $—Interest Rate SwapsThe fair value of the interest rate swaps was included in other current assets, current installments of long-term debt and long-term debt as of December 31,2015 . The fair value of the interest rate swaps was included in other assets and long-term debt as of December 31, 2014 . These financial instruments were valuedusing the “income approach” valuation technique. This method used valuation techniques to convert future amounts to a single present amount. The measurementwas based on the value indicated by current market expectations about those future amounts. We use interest rate swaps as a means of managing interest expenseand floating interest rate exposure to optimal levels.109Commodity Forward ContractsThe fair value of the commodity forward contracts was classified in accrued liabilities as of December 31, 2015 and 2014 , with unrealized gains and lossesincluded in accumulated other comprehensive loss, net of applicable taxes. These financial instruments were valued primarily based on prices and other relevantinformation observable in market transactions involving identical or comparable assets or liabilities including both forward and spot prices for commodities. Weuse commodity forward contracts for certain raw materials and energy costs such as copper, zinc, lead and natural gas to provide a measure of stability in managingour exposure to price fluctuations.Foreign Currency ContractsThe fair value of foreign currency contracts was classified within other current assets as of December 31, 2015 , with gains and losses included in sellingand administration expense as these financial instruments do not meet the criteria to qualify for hedge accounting. We had no fair value of foreign currencycontracts as of December 31, 2014 . We enter into forward sales and purchase contracts to manage currency risk resulting from purchase and sale commitmentsdenominated in foreign currencies.Financial InstrumentsThe carrying values of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximated fair values due to the short-termmaturities of these instruments. The fair value of our long-term debt was determined based on current market rates for debt of similar risk and maturities. Thefollowing table summarizes the fair value measurements of debt and the actual debt recorded on our balance sheets: Fair Value Measurements Level 1 Level 2 Level 3 Total Amount recorded on balance sheets ($ in millions)Balance at December 31, 2015$— $3,826.9 $153.0 $3,979.9 $3,881.7Balance at December 31, 2014— 531.9 153.0 684.9 675.1Earn OutOn February 11, 2011 we acquired PolyOne’s 50% interest in SunBelt. With this acquisition, we agreed to a three-year earn out, which had no guaranteedminimum or maximum, based on the performance of SunBelt. The fair value of the earn out was estimated using a probability-weighted discounted cash flowmodel. This fair value measurement was based on significant inputs not observed in the market. Key assumptions in determining the fair value of the earn outincluded the discount rate and cash flow projections. The final earn out payment was made in 2014.For the year ended December 31, 2014 , we paid $26.7 million for the earn out related to the 2013 SunBelt performance. The earn out payment for 2014included $14.8 million that was recognized as part of the original purchase price. The $14.8 million is included as a financing activity in the statement of cashflows.Nonrecurring Fair Value MeasurementsIn addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis asrequired by ASC 820. There were no assets measured at fair value on a nonrecurring basis as of December 31, 2015 and 2014 .110OTHER FINANCIAL DATAQuarterly Data (Unaudited)($ in millions, except per share data)2015 First Quarter Second Quarter Third Quarter Fourth Quarter YearSales $518.0 $535.4 $533.6 $1,267.4 $2,854.4Cost of goods sold 433.2 445.5 460.0 1,148.1 2,486.8Net income (loss) 13.1 42.3 5.9 (62.7) (1.4)Net income (loss) per common share: Basic 0.17 0.55 0.08 (0.39) (0.01)Diluted 0.17 0.54 0.08 (0.39) (0.01)Common dividends per share 0.20 0.20 0.20 0.20 0.80Market price of common stock (1) High 34.34 32.56 27.18 22.13 34.34Low 22.00 26.77 15.73 16.60 15.732014 First Quarter Second Quarter Third Quarter Fourth Quarter YearSales $577.4 $570.4 $593.6 $499.8 $2,241.2Cost of goods sold 475.4 463.6 492.3 421.9 1,853.2Income from continuing operations 29.5 36.6 26.1 12.8 105.0Income from discontinued operations, net — 0.7 — — 0.7Net income 29.5 37.3 26.1 12.8 105.7Basic income per common share: Income from continuing operations 0.37 0.46 0.33 0.16 1.33Income from discontinued operations, net — 0.01 — — 0.01Net income 0.37 0.47 0.33 0.16 1.34Diluted income per common share: Income from continuing operations 0.37 0.46 0.33 0.16 1.32Income from discontinued operations, net — 0.01 — — 0.01Net income 0.37 0.47 0.33 0.16 1.33Common dividends per share 0.20 0.20 0.20 0.20 0.80Market price of common stock (1) High 29.18 29.28 28.08 25.97 29.28Low 24.51 26.42 25.23 20.43 20.43(1)NYSE composite transactions.Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURENot applicable.Item 9A. CONTROLS AND PROCEDURESOur chief executive officer and our chief financial officer evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2015. Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of such date, our disclosure controls and procedures wereeffective to ensure that information Olin is required to disclose in the reports that it files or submits with the SEC under the Securities Exchange Act of 1934 isrecorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and to ensure that information required to bedisclosed in such reports is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate toallow timely decisions regarding required disclosure.Except as described below, there have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31,2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.On October 5, 2015, we acquired from TDCC the Acquired Business. We are in the process of integrating the Acquired Business into our overall internalcontrol over financial reporting process. In accordance with the SEC's published guidance, management’s assessment of the effectiveness of internal control overfinancial reporting did not include consideration of the internal controls of the Acquired Business. The Acquired Business’s financial results are included in Olin’sconsolidated financial statements and constituted total assets of $6,360.3 million as of December 31, 2015 and $802.6 million of sales for the year then ended.Management’s report on internal control over financial reporting and the related report of Olin’s independent registered public accounting firm, KPMGLLP, are included in Item 8—“Consolidated Financial Statements and Supplementary Data.”Item 9B. OTHER INFORMATIONNot applicable.111PART IIIItem 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCEWe incorporate the biographical information relating to our Directors under the heading ITEM 1—“PROPOSAL FOR THE ELECTION OF DIRECTORS”in our Proxy Statement relating to our 2016 Annual Meeting of Shareholders (the “Proxy Statement”) by reference in this Report. See also the list of executiveofficers following Item 4 in Part I of this Report. We incorporate the information regarding compliance with Section 16 of the Securities Exchange Act of 1934, asamended, under the heading entitled “SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE” in our Proxy Statement by reference in thisReport.The information with respect to our audit committee, including the audit committee financial expert, is incorporated by reference in this Report to theinformation contained in the paragraph entitled “CORPORATE GOVERNANCE MATTERS—What Are The Committees Of The Board?” in our ProxyStatement. We incorporate by reference in this Report information regarding procedures for shareholders to nominate a director for election, in the ProxyStatement under the headings “MISCELLANEOUS—How can I directly nominate a director for election to the board at the 2017 annual meeting?” and“CORPORATE GOVERNANCE MATTERS—What Is Olin’s Director Nomination Process?”.We have adopted a code of business conduct and ethics for directors, officers and employees, known as the Code of Conduct. The Code of Conduct isavailable in the About Olin, Ethics section of our website at www.olin.com . Olin intends to satisfy disclosure requirements under Item 5.05 of Form 8-K regardingan amendment to, or waiver from, any provision of the Code of Conduct with respect to its executive officers or directors by posting such amendment or waiver onits website.Item 11. EXECUTIVE COMPENSATIONThe information in the Proxy Statement under the heading “CORPORATE GOVERNANCE MATTERS—Compensation Committee Interlocks and InsiderParticipation,” and the information under the heading “COMPENSATION DISCUSSION AND ANALYISIS” through the information under the heading“COMPENSATION COMMITTEE REPORT,” are incorporated by reference in this Report.Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSWe incorporate the information concerning holdings of our common stock by certain beneficial owners contained under the heading “CERTAINBENEFICIAL OWNERS” in our Proxy Statement, and the information concerning beneficial ownership of our common stock by our directors and officers underthe heading “SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS” in our Proxy Statement by reference in this Report. We also incorporate the tableentitled “Equity Compensation Plan Information” included under the heading ITEM 2—“PROPOSAL TO APPROVE THE OLIN CORPORATION 2016 LONGTERM INCENTIVE PLAN AND APPROVE THE PERFORMANCE MEASURES PURSUANT TO SECTION 162(m) OF THE INTERNAL REVENUECODE” in our Proxy Statement by reference in this Report.Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCEWe incorporate the information under the headings “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” and “CORPORATEGOVERNANCE MATTERS—Which Board Members Are Independent?” in our Proxy Statement by reference in this Report.Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICESWe incorporate the information concerning the accounting fees and services of our independent registered public accounting firm, KPMG LLP, under theheading ITEM 4—“PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” in our Proxy Statement byreference in this Report.112PART IVItem 15. EXHIBITS; CONSOLIDATED FINANCIAL STATEMENT SCHEDULES(a) 1. Consolidated Financial StatementsConsolidated financial statements of the registrant are included in Item 8 above.2. Financial Statement SchedulesSchedules not included herein are omitted because they are inapplicable or not required or because the required information is given in theconsolidated financial statements and notes thereto.Separate consolidated financial statements of our 50% or less owned subsidiaries accounted for by the equity method are not summarized hereinand have been omitted because, in the aggregate, they would not constitute a significant subsidiary.1133. ExhibitsSee the Exhibit Index immediately prior to the exhibits which is hereby incorporated by reference. The following exhibits, listed on the ExhibitIndex, are filed with this Annual Report on Form 10-K:Exhibit No.Description 10(i)Form of amendment to executive agreement between Olin Corporation and Messrs. Curley, Fischer, Greer, McIntosh, Pain and Rupp datedOctober 19, 2015 10(j)Form of executive retention agreement between Olin Corporation and Messrs. Dawson, Grannum, Sampson and Varilek dated July 1, 2015 10(m)Form of amendment to executive change in control agreement between Olin Corporation and Ms. Ennico and Messrs. Curley, Fischer, Greer,McIntosh, O’Keefe, Pain, Rupp and Slater dated October 19, 2015 10(n)Form of executive change in control agreement between Olin Corporation and Messrs. Dawson, Grannum, Sampson and Varilek dated February15, 2016 10(o)Form of executive change in control agreement between Olin Corporation and Ms. Sumner dated February 15, 2016 10(p)Amended and Restated 1997 Stock Plan for Non-employee Directors codified to reflect amendments adopted through February 26, 2016 11Computation of Per Share Earnings (included in the Note—“Earnings Per Share” to Notes to Consolidated Financial Statements in Item 8) 12Computation of Ratio of Earnings to Fixed Charges (Unaudited) 21List of Subsidiaries 23Consent of KPMG LLP 31.1Section 302 Certification Statement of Chief Executive Officer 31.2Section 302 Certification Statement of Chief Financial Officer 32Section 906 Certification Statement of Chief Executive Officer and Chief Financial Officer 101.INSXBRL Instance Document 101.SCHXBRL Taxonomy Extension Schema Document 101.CALXBRL Taxonomy Extension Calculation Linkbase Document 101.DEFXBRL Taxonomy Extension Definition Linkbase Document 101.LABXBRL Taxonomy Extension Label Linkbase Document 101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentAny exhibit is available from Olin by writing to: Mr. George H. Pain, Senior Vice President, General Counsel and Secretary, Olin Corporation, 190Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA.114Shareholders may obtain information from Wells Fargo Shareowner Services, our registrar and transfer agent, who also manages our DividendReinvestment Plan by writing to: Wells Fargo Shareowner Services, PO Box 64874, St. Paul, MN 55164-0854 USA, by telephone from the United States at (800)468-9716 or outside the United States at (651) 450-4064 or via the Internet at www.shareowneronline.com , click on “contact us”.115SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.Date: February 29, 2016 OLIN CORPORATION By:/s/ Joseph D. Rupp Joseph D. Rupp Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrantand in the capacities and on the date indicated.116Signature Title Date /s/ JOSEPH D. RUPP Joseph D. Rupp Chairman and Chief Executive Officer and Director (Principal Executive Officer) February 29, 2016 /s/ GRAY G. BENOIST Gray G. Benoist Director February 29, 2016 /s/ DONALD W. BOGUS Donald W. Bogus Director February 29, 2016 /s/ C. ROBERT BUNCH C. Robert Bunch Director February 29, 2016 /s/ RANDALL W. LARRIMORE Randall W. Larrimore Director February 29, 2016 /s/ JOHN M. B. O’CONNOR John M. B. O’Connor Director February 29, 2016 /s/ RICHARD M. ROMPALA Richard M. Rompala Director February 29, 2016 /s/ PHILIP J. SCHULZ Philip J. Schulz Director February 29, 2016 /s/ VINCENT J. SMITH Vincent J. Smith Director February 29, 2016 /s/ WILLIAM H. WEIDEMAN William H. Weideman Director February 29, 2016 /s/ CAROL A. WILLIAMS Carol A. Williams Director February 29, 2016 /s/ TODD A. SLATER Todd A. Slater Vice President and Chief Financial Officer (Principal Financial Officer) February 29, 2016 /s/ RANDEE N. SUMNER Randee N. Sumner Vice President and Controller (Principal Accounting Officer) February 29, 2016117EXHIBIT INDEXManagement contracts and compensatory plans and arrangements are listed as Exhibits 10(a) through 10(dd) below.2(a)Merger Agreement dated as of March 26, 2015, among The Dow Chemical Company, Blue Cube Spinco Inc., Olin Corporation and BlueCube Acquisition Corp.—Exhibit 2.1 to Olin’s Form 8-K dated March 27, 2015.*3(a)Amended and Restated Articles of Incorporation of Olin Corporation as amended effective October 1, 2015—Exhibit 3.1 to Olin’s Form10-Q for the quarter ended September 30, 2015.* (b)Bylaws of Olin Corporation as amended effective February 26, 2016—Exhibit 3.1 to Olin’s Form 8-K dated February 29, 2016.* (c)Articles of Amendment of the Amended and Restated Articles of Incorporation of Olin Corporation, effective on October 1, 2015—Exhibit3.1 to Olin’s Form 8-K dated October 5, 2015.*4(a)Indenture between Olin Corporation and JPMorgan Chase Bank, N.A. dated as of June 26, 2006—Exhibit 4.1 to Olin’s Form 8-K datedJune 27, 2006.* (b)6.75% Senior Note Due 2016—Exhibit 4.1 to Olin’s Form 8-K dated July 28, 2006.* (c)First Supplemental Indenture between Olin Corporation and JPMorgan Chase Bank, N.A. dated July 28, 2006—Exhibit 4.2 to Olin’s Form8-K dated July 28, 2006.* (d)Registration Rights Agreement among Olin Corporation, Banc of America Securities LLC, Citigroup Global Markets Inc. and WachoviaCapital Markets, LLC dated July 28, 2006—Exhibit 4.3 to Olin’s Form 8-K dated July 28, 2006.* (e)Trust Indenture effective October 1, 2010 between The Industrial Development Authority of Washington County and U. S. Bank NationalAssociation, as trustee—Exhibit 4.1 to Olin’s Form 8-K dated October 20, 2010.* (f)Loan Agreement effective October 1, 2010 between The Industrial Development Authority of Washington County and Olin Corporation—Exhibit 4.2 to Olin’s Form 8-K dated October 20, 2010.* (g)Bond Purchase Agreement dated October 14, 2010 between The Industrial Development Authority of Washington County, OlinCorporation and PNC Bank National Association, as administrative agent—Exhibit 4.3 to Olin’s Form 8-K dated October 20, 2010.* (h)Trust Indenture effective December 1, 2010 between Mississippi Business Finance Corporation and U. S. Bank National Association—Exhibit 4.1 to Olin’s Form 8-K dated December 10, 2010.* (i)Loan Agreement effective December 1, 2010 between Mississippi Business Finance Corporation and Olin Corporation—Exhibit 4.2 toOlin’s Form 8-K dated December 10, 2010.* (j)Bond Purchase Agreement dated December 9, 2010 between Mississippi Business Finance Corporation, Olin Corporation and PNC Bank,National Association, as administrative agent—Exhibit 4.3 to Olin’s Form 8-K dated December 10, 2010.* (k)Amended and Restated Credit and Funding Agreement dated December 9, 2010 between Olin Corporation, as borrower; PNC Bank,National Association, as administrative agent; PNC Capital Markets LLC, as lead arranger; and the Lenders party thereto—Exhibit 4.4 toOlin’s Form 8-K dated December 10, 2010.* (l)First Amendment dated December 27, 2010 to the Amended and Restated Credit and Funding Agreement dated December 9, 2010 betweenOlin Corporation, as borrower; PNC Bank, National Association, as administrative agent; PNC Capital Markets LLC, as lead arranger; andthe Lenders party thereto—Exhibit 4.4 to Olin’s Form 8-K dated December 30, 2010.* (m)Trust Indenture effective December 27, 2010 between The Industrial Development Board of the County of Bradley and the City ofCleveland, Tennessee and U. S. Bank National Association, as trustee—Exhibit 4.1 to Olin’s Form 8-K dated December 30, 2010.* (n)Loan Agreement effective December 27, 2010 between The Industrial Development Board of the County of Bradley and the City ofCleveland, Tennessee and Olin Corporation—Exhibit 4.2 to Olin’s Form 8-K dated December 30, 2010.* (o)Bond Purchase Agreement dated December 27, 2010 between The Industrial Development Board of the County of Bradley and the City ofCleveland, Tennessee, Olin Corporation and PNC Bank, National Association, as administrative agent—Exhibit 4.3 to Olin’s Form 8-Kdated December 30, 2010.* (p)Forward Purchase Agreement dated April 27, 2012 by and among Olin Corporation, the Lenders (as defined therein), and PNC Bank,National Association, as administrative agent for the Lenders under the Funding Agreement—Exhibit 4.1 to Olin’s Form 8-K dated May 3,2012.* (q)Second Amendment to Amended and Restated Credit and Funding Agreement dated April 27, 2012 among Olin Corporation, the Lenders,and PNC Bank, National Association, as administrative agent for the Lenders—Exhibit 4.2 to Olin’s Form 8-K dated May 3, 2012.*118 (r)Second Supplemental Indenture dated as of August 9, 2012 between Olin Corporation, The Bank of New York Mellon Trust Company,N.A. and U. S. Bank National Association—Exhibit 4.1 to Olin’s Form 8-K dated August 9, 2012.* (s)Third Supplemental Indenture dated as of August 22, 2012 between Olin Corporation and U. S. Bank National Association—Exhibit 4.1 toOlin’s Form 8-K dated August 22, 2012.* (t)Form of 5.50% Senior Notes due 2022—Exhibit 4.2 to Olin’s Form 8-K dated August 22, 2012.* (u)Amended and Restated Forward Purchase Agreement dated June 23, 2014 by and among Olin Corporation, the Lenders (as definedtherein), and PNC Bank, National Association, as administrative agent for the Lenders under the Funding Agreement—Exhibit 4.1 toOlin’s Form 8-K dated June 25, 2014.* (v)Third Amendment to Amended and Restated Credit and Funding Agreement dated June 23, 2014 among Olin Corporation, the Lenders,and PNC Bank, National Association, as administrative agent for the Lenders—Exhibit 4.2 to Olin’s Form 8-K dated June 25, 2014.* (w)Amendment No. 4 dated as of June 23, 2015 to the Amended and Restated Credit and Funding Agreement dated December 9, 2010 amongOlin Corporation, the Lenders, and PNC Bank, National Association, as administrative agent—Exhibit 10.3 to Olin’s Form 8-K dated June29, 2015.* (x)Senior Notes Indenture dated October 5, 2015 between Blue Cube Spinco Inc., as issuer, and U. S. Bank National Association, as trustee,governing the 9.75% Senior Notes due 2023—Exhibit 4.1 to Olin’s Form 8-K dated October 5, 2015.* (y)Senior Notes Indenture dated October 5, 2015 between Blue Cube Spinco Inc., as issuer, and U. S. Bank National Association, as trustee,governing the 10.00% Senior Notes due 2025—Exhibit 4.2 to Olin’s Form 8-K dated October 5, 2015.* (z)First Supplemental Indenture dated October 5, 2015 between Blue Cube Spinco Inc., as issuer, and Olin Corporation, as guarantor, and U.S. Bank National Association, as trustee, governing the 9.75% Senior Notes due 2023—Exhibit 4.3 to Olin’s Form 8-K dated October 5,2015.* (aa)First Supplemental Indenture dated October 5, 2015 between Blue Cube Spinco Inc., as issuer, and Olin Corporation, as guarantor, and U.S. Bank National Association, as trustee, governing the 10.00% Senior Notes due 2025—Exhibit 4.4 to Olin’s Form 8-K dated October 5,2015.* (bb)Form of 9.75% Senior Notes due 2023—Exhibit 4.5 (included in Exhibit 4.1) to Olin’s Form 8-K dated October 5, 2015.* (cc)Form of 10.00% Senior Notes due 2025—Exhibit 4.6 (included in Exhibit 4.2) to Olin’s Form 8-K dated October 5, 2015.* (dd)Registration Rights Agreement dated October 5, 2015 relating to the 9.75% Senior Notes due 2023 and 10.00% Senior Notes due 2025 byand among Blue Cube Spinco Inc., Olin Corporation, J.P. Morgan Securities LLC and Wells Fargo Securities LLC for themselves and asrepresentatives of other initial purchasers—Exhibit 4.7 to Olin’s Form 8-K dated October 5, 2015.* We are party to a number of other instruments defining the rights of holders of long-term debt. No such instrument authorizes an amount ofsecurities in excess of 10% of the total assets of Olin and its subsidiaries on a consolidated basis. Olin agrees to furnish a copy of eachinstrument to the Commission upon request. 10(a)Employee Deferral Plan as amended and restated effective as of January 30, 2003 and as amended effective January 1, 2005—Exhibit10(b) to Olin’s Form 10-K for 2002 and Exhibit 10(b)(1) to Olin’s Form 10-K for 2005, respectively.* (b)Senior Executive Pension Plan amended and restated effective October 24, 2008—Exhibit 10.1 to Olin’s Form 10-Q for the quarter endedSeptember 30, 2008.* (c)Supplemental Contributing Employee Ownership Plan as amended and restated effective September 29, 2015—Exhibit 99.1 to Olin’sForm 8-K dated October 2, 2015.* (d)Olin Corporation Key Executive Life Insurance Program—Exhibit 10(e) to Olin’s Form 10-K for 2002.* (e)Form of amendment to executive agreement between Olin Corporation and Messrs. Curley and Fischer dated November 9, 2007—Exhibit10(g) to Olin’s Form 10-K for 2007.* (f)Form of amendment to executive agreement between Olin Corporation and G. Bruce Greer, Jr. dated November 9, 2007—Exhibit 10(i) toOlin’s Form 10-K for 2007.* (g)Form of executive agreement between Olin Corporation and Messrs. Rupp, McIntosh and Pain dated November 1, 2007—Exhibit 10.1 toOlin’s Form 10-Q for the quarter ended September 30, 2007.* (h)Form of amendment to executive agreement between Olin Corporation and Messrs. Curley, Fischer, Greer, McIntosh, Pain and Rupp datedOctober 25, 2010—Exhibit 10.1 to Olin’s Form 10-K for 2010.* (i)Form of amendment to executive agreement between Olin Corporation and Messrs. Curley, Fischer, Greer, McIntosh, Pain and Rupp datedOctober 19, 2015. (j)Form of executive retention agreement between Olin Corporation and Messrs. Dawson, Grannum, Sampson and Varilek dated July 1,2015.119 (k)Form of executive change in control agreement between Olin Corporation and Ms. Ennico and Messrs. Chirumbole, Greer, O’Keefe andSlater dated January 29, 2014—Exhibit 10(l) to Olin’s Form 10-K for 2013.* (l)Form of executive change in control agreement between Olin Corporation and Messrs. Curley, Fischer, McIntosh, Pain and Rupp datedJanuary 29, 2014—Exhibit 10.1 to Olin’s Form 8-K dated January 30, 2014.* (m)Form of amendment to executive change in control agreement between Olin Corporation and Ms. Ennico and Messrs. Curley, Fischer,Greer, McIntosh, O’Keefe, Pain, Rupp and Slater dated October 19, 2015. (n)Form of executive change in control agreement between Olin Corporation and Messrs. Dawson, Grannum, Sampson and Varilek datedFebruary 15, 2016. (o)Form of executive change in control agreement between Olin Corporation and Ms. Sumner dated February 15, 2016. (p)Amended and Restated 1997 Stock Plan for Non-employee Directors codified to reflect amendments adopted through February 26, 2016. (q)Amended and Restated Senior Management Incentive Compensation Plan, as amended and restated effective April 23, 2015—Appendix Ato Olin’s Proxy Statement dated March 11, 2015.* (r)Description of Restricted Stock Unit Awards granted under the 2000, 2003, 2006, 2009 or 2014 Long Term Incentive Plans—Exhibit 10(p)to Olin’s Form 10-K for 2008.* (s)Supplementary and Deferral Benefit Pension Plan as amended and restated effective October 24, 2008—Exhibit 10.2 to Olin’s Form 10-Qfor the quarter ended September 30, 2008.* (t)Amended and Restated Olin Corporation 2000 Long Term Incentive Plan codified as of January 24, 2014—Exhibit 10(r) to Olin’s Form10-K for 2013.* (u)Amended and Restated Olin Corporation 2003 Long Term Incentive Plan codified as of January 24, 2014—Exhibit 10(s) to Olin’s Form10-K for 2013.* (v)Amended and Restated Olin Corporation 2006 Long Term Incentive Plan codified as of January 24, 2014—Exhibit 10(t) to Olin’s Form10-K for 2013.* (w)Amended and Restated Olin Corporation 2009 Long Term Incentive Plan codified as of January 24, 2014—Exhibit 10(u) to Olin’s Form10-K for 2013.* (x)Olin Corporation 2014 Long Term Incentive Plan effective January 24, 2014—Exhibit 10.1 to Olin’s Form 8-K filed April 25, 2014.* (y)Performance Share Program codified to reflect amendments through January 23, 2015—Exhibit 10(u) to Olin’s Form 10-K for 2014.* (z)Form of Non-Qualified Stock Option Award Certificate—Exhibit 10(bb) to Olin’s Form 10-K for 2007.* (aa)Form of Restricted Stock Unit Award Certificate—Exhibit 10(cc) to Form 10-K for 2007.* (bb)Form of Restricted Stock Unit Award Certificate—Exhibit 10.7 to Olin’s Form 10-Q for the quarter ended September 30, 2015.* (cc)Form of Performance Award and Senior Performance Award Certificates—Exhibit 10(dd) to Olin’s Form 10-K for 2007.* (dd)Summary of Stock Option Continuation Policy—Exhibit 10.2 to Olin’s Form 10-Q for the quarter ended March 31, 2009.* (ee)Olin Corporation Contributing Employee Ownership Plan Amended and Restated effective as of October 24, 2008, and as amendedeffective September 29, 2015—Exhibit 99.1 to Olin’s Form S-8 filed February 16, 2016.* (ff)Distribution Agreement between Olin Corporation and Arch Chemicals, Inc., dated as of February 1, 1999—Exhibit 2.1 to Olin’s Form 8-K filed February 23, 1999.* (gg)Purchase Agreement dated as of February 28, 2011, by and among PolyOne Corporation, 1997 Chloralkali Venture, LLC, Olin Corporationand Olin SunBelt II, Inc.—Exhibit 2.1 to Olin’s Form 8-K dated March 3, 2011.* (hh)Note Purchase Agreement dated December 22, 1997 between the SunBelt Chlor Alkali Partnership and the Purchasers named therein—Exhibit 99.5 to Olin’s Form 8-K dated December 3, 2001.* (ii)Guarantee Agreement dated December 22, 1997 between Olin Corporation and the Purchasers named therein—Exhibit 99.6 to Olin’s Form8-K dated December 3, 2001.* (jj)Subordination Agreement dated December 22, 1997 between Olin Corporation and the Subordinated Parties named therein—Exhibit 99.7to Olin’s Form 8-K dated December 3, 2001.* (kk)Credit Agreement dated as of April 27, 2012 among Olin Corporation, Olin Canada ULC and the banks named therein—Exhibit 10.1 toOlin’s Form 8-K dated May 3, 2012.*120 (ll)Stock Purchase Agreement dated as of July 17, 2012, by and among K. A. Steel Chemicals Inc., the stockholders of K. A. Steel ChemicalsInc. and Robert F. Steel, as the sellers’ representative—Exhibit 2.1 to Olin’s Form 8-K dated July 18, 2012.* (mm)Credit Agreement dated June 23, 2015 among Olin Corporation, Olin Canada ULC, the Lenders named therein and Wells Fargo Bank,National Association, as administrative agent—Exhibit 10.1 to Olin’s Form 8-K dated June 29, 2015.* (nn)Credit Agreement dated June 23, 2015 among Blue Cube Spinco Inc., the Lenders named therein and Wells Fargo Bank, NationalAssociation, as administrative agent—Exhibit 10.2 to Olin’s Form 8-K dated June 29, 2015.* (oo)Amendment Agreement dated June 23, 2015 among Olin, Olin Canada ULC, Blue Cube Spinco Inc., the Lenders named therein and WellsFargo Bank, National Association, as administrative agent—Exhibit 10.5 to Olin’s Form 8-K dated October 5, 2015.* (pp)Separation Agreement dated March 26, 2015 between The Dow Chemical Company and Blue Cube Spinco Inc.—Exhibit 10.1 to Olin’sForm 8-K dated March 27, 2015.* (qq)Credit Agreement dated August 25, 2015 among Olin Corporation, Olin subsidiaries, the Lenders (as defined therein) and SumitomoMitsui Banking Corporation, as administrative agent—Exhibit 10.1 to Olin’s Form 8-K dated August 26, 2015.* (rr)Guaranty Agreement dated October 5, 2015 among Blue Cube Spinco Inc., Olin Corporation and Wells Fargo Bank, National Association,as administrative agent—Exhibit 10.2 to Olin’s Form 8-K dated October 5, 2015.* (ss)Borrowing Subsidiary Agreement dated October 5, 2015 among Olin Corporation, Blue Cube Spinco Inc. and Wells Fargo Bank, NationalAssociation, as administrative agent—Exhibit 10.3 to Olin’s Form 8-K dated October 5, 2015.* (tt)Guaranty Joinder dated October 5, 2015 among Olin subsidiaries, Blue Cube Spinco Inc. and Sumitomo Mitsui Banking Corporation, asadministrative agent—Exhibit 10.4 to Olin’s Form 8-K dated October 5, 2015.* (uu)Incremental Term Loan Agreement dated November 3, 2015 among Olin Corporation, Blue Cube Spinco Inc., the Lenders (as definedtherein) and Sumitomo Mitsui Banking Corporation, as administrative agent—Exhibit 10.1 to Olin’s Form 8-K dated November 9, 2015.*11 Computation of Per Share Earnings (included in the Note—“Earnings Per Share” to Notes to Consolidated Financial Statements in Item 8).12 Computation of Ratio of Earnings to Fixed Charges (unaudited).14 Code of Conduct—Exhibit 14.1 to Olin’s Form 8-K dated December 19, 2012.*21 List of Subsidiaries.23 Consent of KPMG LLP.31.1 Section 302 Certification Statement of Chief Executive Officer.31.2 Section 302 Certification Statement of Chief Financial Officer.32 Section 906 Certification Statement of Chief Executive Officer and Chief Financial Officer.101.INS XBRL Instance Document101.SCH XBRL Taxonomy Extension Schema Document101.CAL XBRL Taxonomy Extension Calculation Linkbase Document101.DEF XBRL Taxonomy Extension Definition Linkbase Document101.LAB XBRL Taxonomy Extension Label Linkbase Document101.PRE XBRL Taxonomy Extension Presentation Linkbase Document*Previously filed as indicated and incorporated herein by reference. Exhibits incorporated by reference are located in SEC file No. 1-1070 unless otherwiseindicated.121Exhibit 10(i)AMENDMENT NUMBER [TWO] 1 [THREE] 2 (the “ Amendment ”), dated as of [●], between OLINCORPORATION, a Virginia corporation (“ Olin ”), and [●] (“ Executive ”), to the Executive Agreement (the“ Executive Agreement ”), dated as of [●], between Olin and Executive.WHEREAS the Executive Agreement specifically references age 65 as the applicable mandatory retirement age underOlin’s mandatory retirement policy for specified job positions of Olin; andWHEREAS the Compensation Committee of the Board of Directors of Olin has determined to modify Olin’smandatory retirement policy for specified job positions of Olin to change the applicable age from 65 to 66.NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, andintending to be legally bound hereby, the parties hereto agree as follows:SECTION 1. Amendment to Section 4(b). Section 4(b) of the Executive Agreement shall be deemed to have beendeleted and the following section shall be deemed to have been inserted in its place:“Notwithstanding Section 4(a), if Executive would otherwise have been required by Olin policy to retire at theapplicable age specified in Olin’s mandatory retirement policy for specified job positions, as in effect on the date of Termination (the“ Mandatory Retirement Age ”), then if the date upon which Executive would have attained the Mandatory Retirement Age fallsduring the 12-month period immediately following the date of Termination, the aggregate amount payable pursuant to Section 4(a)shall be reduced to the amount equal to the product of (i) the Executive Severance, multiplied by (ii) a fraction, the numerator ofwhich is the number of days from the date of Termination through and including the date upon which Executive would have attainedthe Mandatory Retirement Age and the denominator of which is 365, and such reduced amount shall be payable (subject to theRelease requirement set forth in Sections 4(a) and 6) in equal installments in accordance with Olin’s normal payroll practices overthe period that begins on the 55th day after the date of Termination and ends on the 55th day after the date upon which Executivewould have attained the Mandatory Retirement Age.”________________________1 Note to Draft : This is the first amendment to the Executive Agreements with Messrs. Rupp, Pain and McIntosh.2 Note to Draft : This is the second amendment to the Executive Agreements with Messrs. Fischer, Greer and Curley.SECTION 2. Amendment to Section 5(b). Section 5(b) of the Executive Agreement shall be deemed to have beendeleted and the following section shall be deemed to have been inserted in its place:“Notwithstanding the foregoing Section 5(a), no such service credit or insurance coverage will be afforded by thisAgreement with respect to any period after the date upon which Executive would have attained the Mandatory Retirement Age.”SECTION 3. Amendment to Section 7(a). Section 7(a) of the Executive Agreement shall be deemed to have beendeleted and the following section shall be deemed to have been inserted in its place:“As an inducement to Olin to provide the payments and benefits to Executive hereunder, Executive acknowledges andagrees that, except as otherwise provided in Section 7(g), in the event of Executive’s termination of employment for any reason,Executive agrees to comply with the restrictions set forth in Section 7(b) for a one-year period from the date of Termination (or, ifearlier, until Executive would have attained the Mandatory Retirement Age) (the “Non-Compete Term”), provided that ifExecutive’s employment is not terminated by reason of a Termination (and Executive therefore is not entitled to receive thepayments and benefits set forth in Sections 4 and 5 hereof), then Executive need not comply with the restrictions set forth in Section7(b).”SECTION 4. Amendment to Section 7(c). Section 7(c) of the Executive Agreement is hereby amended by adding thefollowing sentence immediately after the last sentence of such section:“Notwithstanding the foregoing, nothing in this Agreement shall prevent Executive from exercising any legallyprotected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934, as amended).”SECTION 5. Amendment to Exhibit A. Exhibit A of the Executive Agreement is hereby amended by adding thefollowing sentence immediately after the last sentence of paragraph 5 of such exhibit:“Notwithstanding the foregoing, nothing in this Agreement shall prevent Executive from exercising any legallyprotected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934, as amended).”SECTION 6. Governing Law; Construction. This Amendment shall be deemed to be made in the Commonwealth ofVirginia, and the validity, interpretation, construction and performance of this Amendment in all respects shall be governed by thelaws of the Commonwealth of Virginia without regard to its principles of conflicts of law. No provision of this Amendment or anyrelated document shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmentalor judicial authority by reason of such party’s having or being deemed to have structured or drafted such provision.2SECTION 7. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication orotherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the parties to the Executive Agreement,and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements containedin the Executive Agreement, all of which shall continue in full force and effect. This Amendment shall apply and be effective on andfollowing the date hereof only with respect to the provisions of the Executive Agreement specifically referred to herein. On and afterthe date hereof, any reference to the Executive Agreement shall mean the Executive Agreement as modified hereby.SECTION 8. Counterparts. This Amendment may be executed in one or more counterparts (including via facsimile),each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shallbecome effective when one or more counterparts have been signed by each of the parties and delivered to the other party.IN WITNESS WHEREOF, this Amendment has been executed by the parties as of the date first written above. OLIN CORPORATIONBy: Name: Title: EXECUTIVE [Name]3Exhibit 10(j)EXECUTIVE RETENTION AGREEMENT, dated as of July 1, 2015 (this “ Agreement ”), among OLIN CORPORATION, a Virginia corporation (“ Olin ”), and [●](“ Executive ”).WHEREAS, in connection with the transactions (the “ Transactions ”) contemplated by the Merger Agreement amongOlin, The Dow Chemical Company (“ TDCC ”), Blue Cube Spinco Inc. (the “ Company ”) and Blue Cube Acquisition Corp., datedas of March 26, 2015 (the “ Merger Agreement ”), and subject to the terms and conditions of the Merger Agreement, the Companywill become a wholly owned subsidiary of Olin as of the closing of the Transactions (the “ Closing ”) and will be operated as adivision of Olin;WHEREAS, following the Closing, Olin desires to employ Executive; andWHEREAS, Executive has agreed to provide services to, and enter into this Agreement with, Olin, effective as of theClosing (the “ Effective Time ”).NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth and other good andvaluable consideration, and intending to be legally bound hereby, the parties hereto agree as follows:SECTION 1. Definitions. As used in this Agreement:(a) “ Board ” means the Board of Directors of Olin.(b) “ Cause ” means (i) unsatisfactory performance that, under the employment policies of Olin and its affiliates,permits the termination of Executive’s employment, (ii) dishonesty, (iii) unethical conduct, (iv) insubordination or (v) violation ofcompany work rules as established by Olin or any of its affiliates. Notwithstanding the foregoing, Executive shall not be deemed tohave been terminated for Cause without a Notice of Termination setting forth the reasons for Olin’s intention to terminate for Cause.(c) “ Disability ” means that Executive has been determined “disabled” and eligible to receive benefits under Olin’sgroup long-term disability plan as in effect from time to time. Notwithstanding the foregoing, Executive shall not be deemed to havebeen terminated due to Disability without being given a Notice of Termination.(d) “ Good Reason ” means (i) a reduction in Executive’s annual base salary or annual bonus opportunity, (ii) arequirement that Executive take a position that would require an increase in travel of 50 miles or more each way from Executive’scurrent place of residence to the location of the new position compared to the distance Executive traveled from his or her residenceto the location of his or her job with TDCC; provided that, for the avoidance of doubt, any relocation to St. Louis, Missouri shall notgive rise to Good Reason or (iii) a material diminution in Executive’s duties, responsibilities, authority or reporting lines.Notwithstanding anything to the contrary contained herein, Executive will not be entitled to terminate employment for Good Reasonas the result of the occurrence of any event specified in the foregoing (each such event, a “ Good Reason Event ”) unless, within 90days following theoccurrence of such event, Executive provides written notice to Olin of the occurrence of such event, which notice sets forth the exactnature of the event and the conduct required to cure such event. Olin will have 30 days from the receipt of such notice within whichto cure; provided that such 30-day period to cure shall terminate in the event that Olin informs Executive that it does not intend tocure such event (such period, whether 30 days or less, the “ Cure Period ”). If, during the Cure Period, such event is remedied, thenExecutive will not be permitted to terminate employment for Good Reason as a result of such Good Reason Event. If, at the end ofthe Cure Period, the Good Reason Event has not been remedied and Executive provides a Notice of Termination, Executive will beentitled to terminate employment for Good Reason as a result of such Good Reason Event during the 45-day period that follows theend of the Cure Period. If Executive terminates employment during such 45-day period, so long as Executive delivered the writtennotice to Olin of the occurrence of the Good Reason Event at any time prior to the expiration of this Agreement, the termination ofExecutive’s employment pursuant thereto shall be deemed to be for Good Reason. If Executive does not terminate employmentduring such 45-day period, Executive will not be permitted to terminate employment for Good Reason as a result of such GoodReason Event.(e) “ Notice of Termination ” means a written notice that (i) indicates the specific termination provision in thisAgreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination ofExecutive’s employment under the provision so indicated and (iii) specifies the intended termination date (which date, in the case ofa termination for Good Reason, shall not be before the expiration of the Cure Period). The failure by Executive or Olin to set forth inthe Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive anyright of Executive or Olin, respectively, to assert such fact or circumstance in enforcing Executive’s or Olin’s rights hereunder.(f) “ Termination ” means the termination of Executive’s employment (i) by Olin other than for Cause and otherthan due to Executive’s death or Disability or (ii) by Executive for Good Reason. For purposes solely of clarification, it isunderstood that (x) if, in connection with the spinoff of an Olin business or Olin’s assets as a separate public company to Olin’sshareholders, Executive accepts employment with, and becomes employed at, the spunoff company or its affiliate, the termination ofExecutive’s employment with Employer shall not be considered a “Termination” for purposes of this Agreement and (y) except asprovided in Section 6(d)(ii), in connection with the sale of an Olin business or assets to a third party or the transfer or sale of an Olinbusiness or Olin’s assets to a joint venture to be owned directly or indirectly by Olin with one or more third parties, if Executiveaccepts employment with, and becomes employed by, such buyer or its affiliate or such joint venture or its affiliate in connectionwith such transaction, such cessation of employment with Employer shall not be considered a “Termination” for purposes of thisAgreement.SECTION 2. Term. Olin agrees to employ Executive, and Executive agrees to remain in the employ of Olin,subject to the terms and conditions of this Agreement, for the period commencing as of the Effective Time and ending on the thirdanniversary thereof (such period, the “ Term ”), unless such employment is earlier terminated in accordance with this Agreement;provided , however , that if the Merger Agreement is terminated prior to the Closing, this Agreement shall be null and void ab initio.The Term shall automatically expire on the last2day of the Term without notice by any party hereto to the other. Unless the parties otherwise agree in writing, continuation ofExecutive’s employment with Olin following the expiration of the Term shall be deemed an employment “at-will” and shall not bedeemed to extend any provisions of this Agreement, and Executive’s employment may thereafter be terminated at will by eitherExecutive or Olin (such period, the “ At-Will Period ”), provided that Sections 8 and 9 shall survive any termination or expiration ofthis Agreement or Executive’s termination of employment hereunder. For the avoidance of doubt, neither the expiration of the Termnor any termination of Executive’s employment with Olin upon the expiration of the Term or at any time during the At-Will Periodwill be a Termination for purposes of this Agreement.SECTION 3. Position; Reporting; Executive’s Duties. (a) Position; Reporting; Location. During the Term,Executive shall serve as _________________, _______________________. Executive’s principal work location shall be_______________________ commencing on a date to be determined by Olin. Olin shall notify Executive when the relocation of theExecutive’s principal work location ____________________ shall occur (including providing Executive with a relocation packagein accordance with Olin practices). Executive acknowledges that Executive shall need to make frequent visits to the St. Louis,Missouri company headquarters prior to such relocation. Executive shall report directly to the___________________________________.(b) Duties. During the Term, Executive shall devote Executive’s full-time efforts during normal business hours toOlin’s business and affairs, except during vacation periods in accordance with Olin’s vacation policy and periods of illness orincapacity. Nothing in this Agreement will preclude Executive from devoting reasonable periods required for service as a director ora member of any organization involving no conflict of interest with Olin’s interest, provided that no additional position as director ormember shall be accepted by Executive during the period of Executive’s employment with Olin without its prior consent.SECTION 4. Compensation and Benefits. (a) Base Salary. During the Term, Executive shall be paid an annual basesalary that is no less than that provided to Executive by TDCC immediately prior to the Closing (“ Base Salary ”). The Base Salaryshall be payable in accordance with Olin’s regular payroll practices as then in effect. During the Term, the Base Salary will beadministered and determined by the Compensation Committee of the Board (the “ Compensation Committee ”) in its sole discretionconsistent with Olin’s compensation policies applicable to Olin’s other senior executives, but in no event shall Olin pay Executive aBase Salary less than that described above during the Term.(b) Bonus. During the Term, Executive shall have an opportunity to earn a performance-based annual cashincentive (“ ICP ”) for each fiscal year with a target value that is no less than that provided to Executive by TDCC immediately priorto the Closing (the “ ICP Standard ”) and with a maximum of up to 200% of the ICP Standard (the “ ICP Maximum ”), providedthat, with respect to the fiscal year in which the Closing occurs, the ICP Standard shall be prorated to reflect the number of daysduring the fiscal year during which Executive was employed by Olin and the ICP Maximum payable with respect to Executive’speriod of employment during such fiscal year shall be based on such prorated ICP Standard. The ICP shall be determined based 75%on financial metrics and 25% on non-financial metrics and such metrics shall be separately communicated by Olin to Executive. Theaggregate amount of any3ICP actually payable to Executive hereunder, if any, shall be determined by the Compensation Committee in its reasonable discretionas soon as practicable following such time as audited consolidated financial statements of Olin are available for the applicable fiscalyear, and shall be paid as soon as reasonably practicable thereafter but no later than the 15th day of the third month following theapplicable fiscal year end.(c) Long-Term Incentive Awards. Beginning with Olin’s annual equity review in fiscal year 2016, during the Term,Executive shall be eligible to receive annual equity incentive awards under Olin’s equity-based compensation plans with anaggregate grant date fair value that is no less than the aggregate grant date fair value of equity-based compensation provided toExecutive by TDCC immediately prior to the Closing, but otherwise, with terms and conditions determined by the CompensationCommittee in its sole discretion, consistent with Olin’s equity-based compensation policies applicable to Olin’s other seniorexecutives. In addition, as soon as practicable following the Closing, but in no event later than the date on which Olin grants itsannual equity incentive awards to its employees generally with respect to fiscal year 2016, Olin shall provide Executive with a cashor equity-based award intended to replace the grant date fair value of any equity or equity-based compensation that is forfeited byExecutive as a result of termination of employment with TDCC upon the Closing.(d) Retention Bonus. During the Term, Executive shall be eligible to receive a cash retention bonus payment oneach of the second and third anniversaries of the Closing (each such date, a “ Bonus Eligibility Date ”) equal to 75% of the sum ofExecutive’s Base Salary and ICP Standard as of such date (each such payment, a “ Retention Payment ”), provided that Executivecontinues to be employed by Olin or one of its affiliates through the applicable Bonus Eligibility Date. The amount of any RetentionPayment actually payable to Executive hereunder, if any, shall be paid in a lump sum as soon as reasonably practicable thereafter butno later than the 10th business day following the Bonus Eligibility Date.(e) Benefits. During the Term, Executive shall be eligible to participate in group benefit plans and programs thatare substantially comparable, when taken as a whole, to those provided to Executive by TDCC immediately prior to the Closing,subject to the terms and conditions of such plans and programs.(f) Reimbursement of Expenses. During the Term, Olin shall reimburse Executive for all reasonable expensesincurred by Executive in the performance of Executive’s duties hereunder that comply with the applicable policies of Olin, includingthe presentation of appropriate statements of such expenses.(g) Change in Control Agreement. As soon as practicable following the Closing, Executive and Olin shall enter intoa change in control agreement providing for change in control severance payments equal to two times Executive’s base salary andbonus (the “ CIC Agreement ”); provided that any payments under the CIC Agreement will be reduced by the amount of anyRetention Payments paid pursuant to Section 6(a)(iv).SECTION 5. Termination of Employment During the Term. (a) Death or Disability. Executive’s employment shallterminate automatically upon Executive’s death.4Executive’s death shall not affect any of Executive’s rights resulting from a Termination Without Cause prior to death. Olin mayterminate Executive’s employment for Disability.(b) Cause or Without Cause. Olin may terminate Executive’s employment for Cause or without Cause.(c) Voluntary Resignation. Executive may terminate his employment (i) at any time without Good Reason upon atleast 30 days’ advance written notice to Olin or (ii) for Good Reason, in accordance with the definition of Good Reason.(d) Date of Termination. “ Date of Termination ” means (i) if Executive’s employment is terminated by Olin forCause or due to Disability or by Executive for Good Reason, the date specified in the Notice of Termination, (ii) in the event of atermination without Cause, the Date of Termination shall be the date specified by Olin at the time it notified Executive of suchtermination, (iii) if Executive’s employment is terminated by reason of death, the date of Executive’s death and (iv) if Executive’semployment is terminated by him without Good Reason, the 30th day following delivery of Executive’s notice to Olin of hisresignation in accordance with Section 5(c), subject to Executive’s continued performance of duties through such 30th day (or, inOlin’s sole discretion, such earlier date as selected by Olin, provided that Olin continues to pay or provide to Executive thecompensation and benefits specified under Section 4 through such 30th day).SECTION 6. Obligations of Olin upon Termination. Following any termination of Executive’s employmenthereunder, Executive shall not be otherwise compensated for the loss of employment or the loss of any rights or benefits under thisAgreement or any such plans and programs, except as provided below:(a) Termination without Cause or for Good Reason. In the event of a Termination during the Term, subject to theeffectiveness of Executive’s execution of a general release of claims against Olin and its affiliates in the form attached hereto asExhibit A no later than 54 days after the Date of Termination (as described in Section 7):(i) Olin shall provide Executive with cash severance and continued welfare benefits equal to the greater of the cashseverance and continued welfare benefits Executive (A) would have received under the terms of the applicable severanceplan of TDCC and its affiliates as of immediately prior to the Closing and (B) is eligible to receive under the terms of theapplicable severance plan of Olin and its affiliates on the Date of Termination, provided that, in each case, Olin shallrecognize Executive’s service with TDCC for purposes of determining such cash severance and continued welfare benefits;provided that, no cash severance payments shall be made until the first regular payroll following the date on which thegeneral release of claims becomes effective and irrevocable as described in Section 7.(ii) to the extent not otherwise provided for under clause (i) above, if the Date of Termination occurs during or afterthe second calendar quarter, Executive shall be entitled to a prorated ICP award for the calendar year of Termination whichshall be determined by multiplying the average actual payout (as a percentage of the5ICP Standard) for all participants in the ICP in the same measurement organizational unit by a fraction, the numerator ofwhich is the number of weeks in the calendar year prior to the Date of Termination and the denominator of which is 52,which shall be payable at substantially the same time as ICP payments for the year in which the Date of Termination occursare made to then current active employees, provided that such payment shall be made to Executive no earlier than January 1and no later than December 31 of the calendar year following the year in which the Date of Termination occurs, providedthat, if (A) Executive was reasonably expected by Olin to be a “covered employee” (within the meaning of Section 162(m) ofthe Internal Revenue Code of 1986, as amended, and the regulations thereunder as in effect from time to time (the “ Code ”))for the taxable year of Olin in which the Date of Termination occurs and (B) the ICP Standard that Executive would havebeen eligible to receive for such year was originally intended by Olin to satisfy the performance-based exception underSection 162(m) of the Code (without regard to any entitlement to payment upon termination of employment), the referenceabove to Executive’s ICP Standard shall be replaced by the product of (1) Executive’s Base Salary as of the Date ofTermination and (2) a fraction, the numerator of which is Executive’s ICP Standard for the fiscal year immediately precedingthe fiscal year in which the Date of Termination occurs and the denominator of which is Executive’s Base Salary for suchfiscal year, in the event the Date of Termination occurs on or after the first anniversary of the Effective Time. Executive shallaccrue no ICP award following the Date of Termination;(iii) unless otherwise required pursuant to clause (i) above, Olin shall treat all outstanding equity awards held byExecutive in accordance with the terms of the applicable equity plan and individual award agreements evidencing suchawards;(iv) Olin shall pay to Executive within 60 days following the Date of Termination any Retention Payments relating toa Bonus Eligibility Date following the Date of Termination, with the amount of such Retention Payments determined basedon Executive’s Base Salary and ICP Standard in effect on the Date of Termination; and(v) to the extent not theretofore paid or provided, Olin shall pay to Executive the Base Salary through the Date ofTermination and any accrued and unused vacation through the Date of Termination and Employer shall pay or provide anyother amounts or benefits required to be paid or provided or that Executive is eligible to receive pursuant to the terms andconditions of the employee benefit plans and programs of Employer and its affiliates through the Date of Termination at thetime such payments are due (if any) (such payments and benefits shall be hereinafter referred to as the “ Accrued Benefits ”);provided , however , that if, at any time following the Date of Termination, Executive fails to comply in any material respect withExecutive’s obligations under Section 8 or 9, Olin shall no longer be required to provide the payments and benefits specified in thisSection 6(a).(b) Cause; Voluntary Resignation. If, during the Term, Executive’s employment shall be terminated for Cause orExecutive terminates his employment for any reason (other than for Good Reason or due to Executive’s death or Disability),Employer shall6pay to Executive the Accrued Benefits. Subject to the last sentence of Section 2, this Agreement shall terminate on the Date ofTermination.(c) Death or Disability. If, during the Term, Executive’s employment shall be terminated due to death or Disability,Executive, or in the event of Executive’s death, Executive’s heirs, if any, shall be entitled to payment of the Accrued Benefits andany other benefits as provided under the applicable death or disability benefit programs of Olin (if any).(d) Adjustments to Severance. Notwithstanding Section 6(1), if on the Date of Termination, Executive is eligibleand is receiving payments under any then-existing disability plan of Olin or its subsidiaries and affiliates, then Executive agrees thatall payments under such disability plan may, and will be, suspended and offset (subject to applicable law) during the period duringwhich the payments and benefits specified in Section 6(a)(1) are paid or provided. If, after such period, Executive remains eligibleto receive disability payments, then such payments shall resume in the amounts and in accordance with the provisions of theapplicable disability plan of Olin or its subsidiaries and affiliates.(e) Other Severance Benefits. Executive may not cumulate the benefits provided under this Agreement with anyseverance or similar benefits (“ Other Severance Benefits ”) that Executive may be entitled to by agreement with Olin or underapplicable law in connection with the termination of Executive’s employment. Executive shall have no right to receive OtherSeverance Benefits except as provided in the CIC Agreement. To the extent Olin is required to provide payments or benefits toExecutive under the CIC Agreement, Executive shall not be eligible to receive any of the payments or benefits described underSection 6(a) of this Agreement, other than (i) the payments under Section 6(a)(iv) and (ii) those payments or benefits that havecommenced prior to the Change in Control (as defined in the CIC Agreement), which payments and benefits under (ii) shall continueas provided for herein and the value of which shall be offset against the severance payment under the CIC Agreement. To the extentOlin is required to provide payments or benefits to Executive under the Worker Adjustment and Retraining Notification Act (or anystate, local or foreign law relating to severance or dismissal benefits), the benefits payable hereunder shall be first applied to satisfysuch obligation.SECTION 7. Release. Executive shall not be entitled to receive any of the payments or benefits set forth inSection 6 unless Executive executes a Release (substantially in the form of Exhibit A hereto, but subject to any updates as requiredpursuant to law) in favor of Olin and others set forth in Exhibit A relating to all claims or liabilities of any kind relating toExecutive’s employment with Olin or an affiliate and the termination of such employment, and, on or prior to the 54th day followingthe Date of Termination, such Release becomes effective and irrevocable in accordance with the terms thereof.SECTION 8. Restrictive Covenants. (a) As an inducement to Olin to make this offer of employment and providethe payments and benefits to Executive hereunder, Executive acknowledges and agrees that, in the event of Executive’s terminationof employment for any reason (including expiration of the Term), Executive agrees to comply with the restrictions set forth inSection 8(b) for a one-year period from the Date of Termination (such one-year period, the “ Non-Compete Term ”).7(b) Executive acknowledges and agrees that, except as otherwise provided in Section 8(h), so long as Olin complieswith its obligations to provide the payments required under Section 6, Executive shall not during the Non-Compete Term, directly orindirectly: (i) render services for any corporation, partnership, sole proprietorship or any other person or entity or engage in anybusiness which, in the judgment of Olin, is or becomes competitive with Olin or any affiliate, or which is or becomes otherwiseprejudicial to or in conflict with the interests of Olin or any affiliate (such judgment to be based on Executive’s positions andresponsibilities while employed by Olin or an affiliate, Executive’s post-employment responsibilities and position with suchcorporation, partnership, sole proprietorship, person, entity or business, the extent of past, current and potential competition orconflict between Olin or an affiliate and such other corporation, partnership, sole proprietorship, person, entity or business, the effecton customers, suppliers and competitors of Executive’s assuming such post-employment position, the guidelines established in thethen-current edition of Olin’s Standards of Ethical Business Practices, and such other considerations as are deemed relevant giventhe applicable facts and circumstances), provided that Executive shall be free to purchase, as an investment or otherwise, stock orother securities of such corporation, partnership, sole proprietorship, person, entity or business so long as they are listed upon arecognized securities exchange or traded over the counter and such investment does not represent a substantial investment toExecutive or a greater than 1% equity interest in such corporation, partnership, sole proprietorship, person, entity or business or(ii) for Executive or for any other person, corporation, partnership, sole proprietorship, entity or business: (A) employ or attempt toemploy or enter into any contractual arrangement with any employee or former employee of Olin, unless such employee or formeremployee has not been employed by Olin for a period in excess of six months; (B) call on or solicit any of the actual or targetedprospective clients of Olin on behalf of any corporation, partnership, sole proprietorship, person, entity or business in connectionwith any business competitive with the business of Olin; or (C) make known the names and addresses of such clients or anyinformation relating in any manner to Olin’s trade or business relationships with such clients.(c) Executive acknowledges and agrees not to disclose, either while in Olin’s employ or at any time thereafter, toany person not employed by Olin, or not engaged to render services to Olin, any confidential information obtained by Executivewhile in the employ of Olin, including, trade secrets, know-how, improvements, discoveries, designs, customer and supplier lists,business plans and strategies, forecasts, budgets, cost information, formulae, processes, manufacturing equipment, compositions,computer programs, data bases and tapes and films relating to the business of Olin and its subsidiaries and affiliates (includingmajority-owned companies of such subsidiaries and affiliates); provided , however , that this provision shall not preclude Executivefrom disclosing information (i) known generally to the public (other than pursuant to Executive’s act or omission) or (ii) to the extentrequired by law or court order. Executive also agrees that upon leaving Olin’s employ Executive will not take with Executive,without the prior written consent of an officer authorized to act in the matter by the Board, any drawing, blueprint, specification orother document of Olin, its subsidiaries or affiliates, which is of a confidential nature relating to Olin, its subsidiaries or affiliates,including, relating to its or their methods of distribution, or any description of any formulae or secret processes. Notwithstanding theforegoing, nothing in this Agreement shall prevent Executive from8exercising any legally protected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934, asamended).(d) Executive acknowledges and agrees (whether or not Executive is subject to the restrictions set forth inSection 8(b)) not to make, either while in Olin’s employ or at any time thereafter, either directly or indirectly, any oral or writtennegative, disparaging or adverse statements or representations of or concerning Olin or its subsidiaries or affiliates, any of theirclients, customers or businesses, or any of their current or former officers, directors, employees or shareholders; provided , however ,that nothing herein shall prohibit Executive from disclosing truthful information if legally required (whether by oral questions,interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process).(e) Executive acknowledges and agrees that (i) the restrictive covenants contained in this Section 8 are reasonablynecessary to protect the legitimate business interests of Olin, and are not overbroad, overlong, or unfair and are not the result ofoverreaching, duress or coercion of any kind, (ii) Executive’s full, uninhibited and faithful observance of each of the covenantscontained in this Section 8 will not cause Executive any undue hardship, financial or otherwise, and that enforcement of each of thecovenants contained herein will not impair Executive’s ability to obtain employment commensurate with Executive’s abilities and onterms fully acceptable to Executive or otherwise to obtain income required for the comfortable support of Executive and Executive’sfamily and the satisfaction of the needs of Executive’s creditors and (iii) the restrictions contained in this Section 8 are intended tobe, and shall be, for the benefit of and shall be enforceable by, Olin’s successors and permitted assigns.(f) Executive acknowledges and agrees that any violation of the provisions of Section 8 would cause Olinirreparable damage and that if Executive breaches or threatens to breach such provisions, Olin shall be entitled, in addition to anyother rights and remedies Olin may have at law or in equity, to obtain specific performance of such covenants through injunction orother equitable relief from a court of competent jurisdiction, without proof of actual damages and without being required to postbond.(g) In the event that any arbitrator or court of competent jurisdiction shall finally hold that any provision of thisAgreement (whether in whole or in part) is void or constitutes an unreasonable restriction against Executive, such provision shall notbe rendered void but shall be deemed to be modified to the minimum extent necessary to make such provision enforceable for thelongest duration and the greatest scope as such arbitrator or court may determine constitutes a reasonable restriction under thecircumstances.(h) Notwithstanding anything to the contrary in this Agreement, the provisions of Sections 8(a) and 8(b) shall notapply to Executive, if Executive becomes entitled to receive severance payments and benefits pursuant to the CIC Agreement.SECTION 9. Cooperation. Executive acknowledges and agrees (whether or not Executive is subject to therestrictions set forth in Section 8(b)) to provide reasonable cooperation, either while in Olin’s employ or at any time thereafter, toOlin and its affiliates in connection with any pending or future lawsuit, arbitration, or proceeding between Olin and/or any affiliateand any third party, any pending or future regulatory or governmental inquiry or9investigation concerning Olin and/or any affiliate and any other legal, internal or business matters of or concerning Olin and/or anyaffiliate that relate to events occurring during Executive’s employment with Olin or any of its affiliates other than a suit betweenExecutive, on the one hand, and Olin or its affiliates, on the other hand. Such cooperation shall include meeting with and providinginformation to Olin, any affiliate and/or their respective attorneys, auditors or other representatives as reasonably requested by Olin.Olin shall reimburse any reasonable legal fees and related expenses Executive incurs in order to comply with this Section 9.SECTION 10. Entire Agreement. This instrument (including all Exhibits attached hereto) contains the entireagreement of the parties with respect to the subject matter hereof, and except as otherwise set forth herein, supersedes all prioragreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written ororal, with respect to the subject matter hereof. In particular, Executive agrees and acknowledges that any previous written or oralagreement pertaining to employment between Olin or the Company and Executive shall hereby be terminated and has no furtherforce and effect after the Effective Time.SECTION 11. Successors; Binding Agreement. (a) Olin will require any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of Olin expressly to assume andagree to perform this Agreement in the same manner and to the same extent that Olin would be required to perform if no suchsuccession had taken place. Failure of Olin to obtain such assumption and agreement prior to the effectiveness of any suchsuccession will be a breach of this Agreement and entitle Executive to compensation from Olin in the same amount and on the sameterms as Executive would be entitled to hereunder had a Termination occurred on the succession date. As used in this Agreement,“Olin” means Olin as defined in the preamble to this Agreement and any successor to its business or assets which executes anddelivers the agreement provided for in this Section 11 or which otherwise becomes bound by all the terms and provisions of thisAgreement by operation of law or otherwise.(b) This Agreement shall be enforceable by Executive’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees.SECTION 12. Notices. For the purpose of this Agreement, notices and all other communications provided forherein shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered orcertified mail, return receipt requested, postage prepaid, addressed as follows:10If to Executive:Executive’s last address on file in Olin’s records.If to Olin :Olin Corporation190 Carondelet PlazaSuite 1530Clayton, MO 63105-3443Attention of Corporate Secretaryor to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices ofchange of address shall be effective only upon receipt.SECTION 13. Governing Law. The validity, interpretation, construction and performance of this Agreement shallbe governed by the laws of the Commonwealth of Virginia (without giving effect to its principles of conflicts of law).SECTION 14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shallbe deemed to be an original but all of which together will constitute one and the same Agreement.SECTION 15. Offset of Payments. Except as may otherwise be expressly provided herein, nothing in thisAgreement will be deemed to reduce or limit the rights which Executive may have under any employee benefit plan, policy orarrangement of Olin and its subsidiaries and affiliates. Except as expressly provided in this Agreement or as required by law orpursuant to policies of Olin as may be in effect from time to time, and subject to Section 22(b), payments made pursuant to thisAgreement shall not be affected by any set-off, counterclaim, recoupment, defense or other claim which Olin and its subsidiaries andaffiliates may have against Executive.SECTION 16. Withholding of Taxes. Olin may withhold from any benefits payable under this Agreement allFederal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling, and Executive shallbe obligated to pay to Olin any withholding tax payable by Olin that Olin cannot withhold from payments to Executive.SECTION 17. Non-assignability. This Agreement is personal in nature and neither of the parties hereto shall,without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder, except as provided inSection 8 above. Without limiting the foregoing, Executive’s right to receive payments hereunder shall not be assignable ortransferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by will or by the laws of descent ordistribution, and, in the event of any attempted assignment or transfer by Executive contrary to this Section 17, Olin shall have noliability to pay any amount so attempted to be assigned or transferred.11SECTION 18. No Employment Right. This Agreement shall not be deemed to confer on Executive a right tocontinued employment with Olin.SECTION 19. Disputes/Arbitration. (a) Any dispute or controversy arising under or in connection with thisAgreement shall be settled exclusively by arbitration at Olin’s corporate headquarters in accordance with the rules of the AmericanArbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however , that Executive shall be entitled to seek specific performance of Executive’s right to be paid during the pendency of anydispute or controversy arising under or in connection with this Agreement.(b) Each party shall pay its own costs, legal, accounting and other fees and all other expenses associated withentering into and enforcing its or his rights under this Agreement.(c) If any payment which is due to Executive pursuant to this Agreement has not been paid within ten (10) days ofthe date on which such payment was due, Executive shall be entitled to receive interest thereon from the due date until paid at anannual rate of interest equal to the Prime Rate reported in the Wall Street Journal, Northeast Edition, on the last business day of themonth preceding the due date, compounded annually.SECTION 20. Amendment. Except as specifically provided in Section 22(e), no provisions of this Agreement maybe amended, modified, waived or discharged unless such amendment, modification, waiver or discharge is agreed to in writingsigned by Executive and Olin. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliancewith, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar ordissimilar provisions or conditions at the same or at any prior or subsequent time.SECTION 21. Severability. If any term, provision, covenant or condition of this Agreement is held by a court ofcompetent jurisdiction to be invalid, illegal, void or unenforceable in any jurisdiction, then such provision, covenant or conditionshall, as to such jurisdiction, be modified or restricted to the minimum extent necessary to make such provision valid, binding andenforceable, or, if such provision cannot be modified or restricted, then such provision shall, as to such jurisdiction, be deemed to beexcised from this Agreement and any such invalidity, illegality or unenforceability with respect to such provision shall not invalidateor render unenforceable such provision in any other jurisdiction, and the remainder of the provisions hereof shall remain in full forceand effect and shall in no way be affected, impaired or invalidated.SECTION 22. Section 409A of the Code. (a) It is intended that the provisions of this Agreement comply withSection 409A of the Code (collectively, hereinafter, “ Section 409A ”), and all provisions of this Agreement shall be construed andinterpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.(b) Neither Executive nor any of Executive’s creditors or beneficiaries shall have the right to subject any deferredcompensation (within the meaning of Section 409A) payable under this Agreement or under any other plan, policy, arrangement oragreement of or12with Olin or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “ Olin Plans ”) toany anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted underSection 409A, any deferred compensation (within the meaning of Section 409A) payable to Executive or for Executive’s benefitunder any Olin Plan may not be reduced by, or offset against, any amount owing by Executive to Olin or any of its affiliates.(c) If, at the time of Executive’s “separation from service” (within the meaning of Section 409A), (i) Executive is a“specified employee” (within the meaning of Section 409A and using the identification methodology selected by Olin from time totime) and (ii) Olin shall make a good faith determination that an amount payable under this Agreement or under any Olin Plansconstitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant tothe six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then Olin shall not paysuch amount on the otherwise scheduled payment date, but shall instead accumulate such amount and pay it, without interest, on thefirst business day after such six-month period. To the extent required by Section 409A, any payment or benefit that would beconsidered deferred compensation subject to, and not exempt from, Section 409A, payable or provided upon a termination ofExecutive’s employment, shall only be paid or provided to Executive upon his separation from service (within the meaning ofSection 409A).(d) Except as specifically permitted by Section 409A or as otherwise specifically set forth in this Agreement, thebenefits and reimbursements provided to Executive under this Agreement and any Olin Plan during any calendar year shall not affectthe benefits and reimbursements to be provided to Executive under the relevant section of this Agreement or any Olin Plan in anyother calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit andshall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Further, in the case ofreimbursement payments, such payments shall be made to Executive on or before the last day of the calendar year following thecalendar year in which the underlying fee, cost or expense is incurred.(e) Notwithstanding any provision of this Agreement or any Olin Plan to the contrary, in light of the uncertaintywith respect to the proper application of Section 409A, Olin reserves the right to make amendments to any Olin Plan as Olin deemsnecessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, except as specifically providedin any Olin Plan, Executive shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposedon Executive or for his account in connection with any Olin Plan (including any taxes and penalties under Section 409A), and neitherOlin nor any of its subsidiaries and affiliates shall have any obligation to indemnify or otherwise hold Executive harmless from anyor all of such taxes or penalties. Olin makes no representations concerning the tax consequences of Executive’s participation in thisAgreement under Section 409A of the Code or any other Federal, state or local tax law. Executive’s tax consequences shall depend,in part, upon the application of relevant tax law, including Section 409A, to the relevant facts and circumstances.(f) For purposes of Section 409A, each payment made pursuant to this Agreement will be deemed to be a separatepayment as permitted under Treasury Regulation13Section 1.409A-2(b)(2)(iii). In addition, to the extent any payment under this Agreement is nonqualified deferred compensation(within the meaning of Section 409A) and subject to Section 409A and the period measured from the Date of Termination throughthe first regular payroll date following the 54-day release consideration period commences in one taxable year and ends in another,then no such payment shall be made until the second taxable year.SECTION 23. Survival. Except where this agreement states otherwise, the rights and obligations of Olin andExecutive under the provisions of this Agreement, including Sections 8 and 9, shall survive and remain binding and enforceable,notwithstanding any termination of Executive’s employment with Olin, to the extent necessary to preserve the intended benefits ofsuch provisions.SECTION 24. Headings. The headings in this Agreement are for convenience only and shall not be used tointerpret or construe its provisions.SECTION 25. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall bedeemed an original but all of which together shall constitute one and the same instrument.SECTION 26. Construction. As used in this Agreement, words such as “herein”, “hereinafter”, “hereby” and“hereunder”, and words of like import, refer to this Agreement, unless the context requires otherwise. The words “include”,“includes” and “including” shall be deemed to be followed by the phrase “without limitation”.{ remainder of this page intentionally left blank }14IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day andyear first above set forth. OLIN CORPORATIONBy: Vice President, Human Resources EXECUTIVE [Name]15Exhibit ARELEASEPursuant to the terms of the Executive Retention Agreement (the “ Retention Agreement ”) entered into on [ ó ], 2015,among [●] (“ Executive ”) and Olin Corporation (“ Olin ”), and in exchange for the offer of employment and payments and benefitsprovided under the Retention Agreement, Executive, for himself, his family, his attorneys, agents, descendants, heirs, legatees,executors, personal administrators, guardians and personal representatives, hereby releases and discharges Olin as well as all of itspast, present and future shareholders, parents, subsidiaries, affiliates, agents, directors, officers, employees, representatives,principals, attorneys, insurers, predecessors, successors, assigns and all persons acting by, through, under or in concert with Olin andany other parent or subsidiaries (collectively referred to as the “ Released Parties ”), from any and all non-statutory claims,obligations, debts, liabilities, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements and damageswhatsoever of every name and nature, known and unknown, which Executive ever had, or now has, against the Released Parties tothe date of this Release, both in law and equity, arising out of or in any way related to Executive’s employment with Olin and itsaffiliates or the termination of that employment, including any claims that Executive is entitled to any compensation or benefits fromany Released Party. The claims Executive releases include, but are not limited to, claims that the Released Parties:(a) discriminated against Executive on the basis of race, color, sex (including claims of sexual harassment), nationalorigin, ancestry, disability, religion, sexual orientation, marital status, parental status, veteran status, source of income, entitlement tobenefits, union activities, age or any other claim or right Executive may have under the Civil Rights Act of 1964, the AgeDiscrimination in Employment Act (“ ADEA ”), the Older Workers Benefit Protection Act (“ OWBPA ”), or any other statusprotected by local, state or Federal laws, constitutions, regulations, ordinances or executive orders;(b) failed to give proper notice of this employment termination under the Worker Adjustment and RetrainingNotification Act (“ WARN ”), or any similar state or local statute or ordinance;(c) violated any other Federal, state or local employment statute, such as the Employee Retirement Income SecurityAct of 1974, as amended (“ ERISA ”), which, among other things, protects employee benefits; the Fair Labor Standards Act, whichregulates wage and hour matters; the Family and Medical Leave Act, which requires employers to provide leaves of absence undercertain circumstances; Title VII of the Civil Rights Act of 1964; the Americans With Disabilities Act; the Rehabilitation Act; theOccupational Safety and Health Act; and any other Federal, state or local laws relating to employment;(d) violated the Released Parties’ personnel policies, handbooks, any covenant of good faith and fair dealing, or anycontract of employment between Executive and any of the Released Parties;A-1(e) violated public policy or common law, including claims for personal injury, invasion of privacy, retaliatorydischarge, negligent hiring, retention or supervision, defamation, intentional or negligent infliction of emotional distress and/ormental anguish, intentional interference with contract, negligence, detrimental reliance, loss of consortium to Executive or anymember of Executive’s family and/or promissory estoppel; or(f) are in any way obligated for any reason to pay damages, expenses, litigation costs (including attorneys’ fees),bonuses, commissions, disability benefits, compensatory damages, punitive damages and/or interest.Notwithstanding the forgoing, Executive is not prohibited from making or asserting (a) any claim or right under stateworkers’ compensation or unemployment laws, (b) Executive’s rights as an insured under any director’s and officer’s liabilityinsurance policy now or previously in force or (c) any claim or right which by law cannot be waived, including Executive’s rights tofile a charge with an administrative agency or to participate in an agency investigation, including but not limited to the right to file acharge with, or participate in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission (“EEOC ”). Executive waives, however, the right to recover money if any Federal, state or local government agency, including but notlimited to the EEOC, pursues a claim on Executive’s behalf or on behalf of a class to which Executive may belong that arises out ofor relates to Executive’s employment or severance from employment. In addition, this Release does not constitute a waiver or releaseof any of Executive’s rights to payments or benefits pursuant to Section 6 of the Retention Agreement. Notwithstanding theforegoing, nothing in this Release shall prevent Executive from exercising any legally protected whistleblower rights (includingunder Rule 21F under the Securities Exchange Act of 1934, as amended).For the purpose of giving a full and complete release, Executive understands and agrees that this Release includes allclaims that Executive may now have but does not know or suspect to exist in Executive’s favor against the Released Parties, and thatthis Release extinguishes those claims. Notwithstanding the foregoing, the waiver and release provisions set forth in this Release arenot an attempt to cause Executive to waive or release rights or claims that may arise after the date this Release is executed.AcknowledgmentsExecutive affirms that Executive has fully reviewed the terms of this Release, affirms that Executive understands its terms,and states that Executive is entering into this Release knowingly, voluntarily and in full settlement of all claims whichexisted in the past or which currently exist, that arise out of Executive’s employment with Olin or Executive’stermination of employment.Executive acknowledges that Executive has had at least 21 days to consider this Release thoroughly, and has beenspecifically advised to consult with an attorney, if Executive wishes, before signing below.A-2If Executive signs and returns this Release before the end of the 21‑day period, Executive certifies that Executive’sacceptance of a shortened time period is knowing and voluntary, and Olin did not improperly encourage Executive tosign through fraud, misrepresentation, a threat to withdraw or alter the offer before the 21-day period expires, or byproviding different terms to other employees who sign the release before such time period expires.Executive understands that Executive may revoke this Release within seven days after Executive signs it. Executive’srevocation must be in writing and submitted within such seven-day period.If Executive does not revoke this Release within the seven-day period, it becomes effective and irrevocable on the eighth dayafter execution. Executive further understand that if Executive revokes this Release, Executive will not be eligible toreceive the payments and benefits covered in Section 6 of the Retention Agreement.Executive acknowledges that the waiver and release provisions set forth in this Release are in exchange for good andvaluable consideration that is in addition to anything of value to which Executive was already entitled. Olin has advised Executivethat it is in Executive’s best interest to consult with an attorney prior to executing this Release.Date: By: A-3Exhibit 10(m)AMENDMENT NUMBER ONE (the “ Amendment ”), dated as of [●], between OLINCORPORATION, a Virginia corporation (“ Olin ”), and [●] (“ Executive ”), to the Executive Change inControl Agreement (the “ CIC Agreement ”), dated as of [●], between Olin and Executive.WHEREAS the CIC Agreement specifically references age 65 as the applicable mandatory retirement age underOlin’s mandatory retirement policy for specified job positions of Olin; andWHEREAS the Compensation Committee of the Board of Directors of Olin has determined to modify Olin’smandatory retirement policy for certain officers of Olin to change the applicable age from 65 to 66.NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, andintending to be legally bound hereby, the parties hereto agree as follows:SECTION 1. Amendment to Section 4(b). Section 4(b) of the CIC Agreement shall be deemed to have been deletedand the following section shall be deemed to have been inserted in its place:“Notwithstanding Section 4(a) of this Agreement, if Executive would otherwise have been required by Olin policy toretire at the applicable age specified in Olin’s mandatory retirement policy for specified job positions, as in effect on the date ofTermination (the “ Mandatory Retirement Age ”), then if the date upon which Executive would have attained the MandatoryRetirement Age falls during the [36][24]-month period immediately following the date of Termination, the amount payable pursuantto Section 4(a) of this Agreement shall be reduced to the amount equal to the product of (i) the Change in Control Severance,multiplied by (ii) a fraction, the numerator of which is the number of days from the date of Termination through and including thedate upon which Executive would have attained the Mandatory Retirement Age and the denominator of which is 1095.”SECTION 2. Amendment to Section 4(c). The first sentence of Section 4(c) of the CIC Agreement shall be deemed tohave been deleted and the following section shall be deemed to have been inserted in its place:“If on the date of Termination, Executive is eligible and is receiving payments under any then existing disability planof Olin or its subsidiaries and affiliates, then Executive agrees that all payments under such disability plan may, and will be,suspended and offset (subject to applicable law) for 36 months (or, if earlier, until Executive would have attained the MandatoryRetirement Age) following the date of Termination.”SECTION 3. Amendment to Section 5(b). Section 5(b) of the CIC Agreement shall be deemed to have been deletedand the following section shall be deemed to have been inserted in its place:“Notwithstanding the foregoing Section 5(a) of this Agreement, no such insurance coverage or retirementcontributions will be afforded by this Agreement with respect to any period after the date upon which Executive would have attainedthe Mandatory Retirement Age.”SECTION 4. Amendment to Section 8(a). Section 8(a) of the CIC Agreement shall be deemed to have been deletedand the following section shall be deemed to have been inserted in its place:“As an inducement to Olin to provide the payments and benefits to Executive hereunder, Executive acknowledges andagrees that, notwithstanding any provision to the contrary in any Other Arrangements, in the event of Executive’s Termination,Executive agrees to comply with the restrictions set forth in Sections 8(b) and (c) of this Agreement for a one-year period from thedate of Termination (or, if earlier, until Executive would have attained the Mandatory Retirement Age) (the “ Restriction Period ”);provided that if Executive’s employment is not terminated by reason of a Termination (and Executive therefore is not entitled toreceive the payments and benefits set forth in Sections 4 and 5 of this Agreement), then Executive need not comply with therestrictions set forth in Sections 8(b) and (c) of this Agreement.”SECTION 5. Amendment to Section 8(d). Section 8(d) of the CIC Agreement is hereby amended by adding thefollowing sentence immediately after the last sentence of such section:“Notwithstanding the foregoing, nothing in this Agreement shall prevent Executive from exercising any legallyprotected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934, as amended).”SECTION 6. Amendment to Exhibit A. Exhibit A of the CIC Agreement is hereby amended by adding the followingsentence to the end of the second full paragraph of such exhibit:“Notwithstanding the foregoing, nothing in this Release shall prevent Executive from exercising any legally protectedwhistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934, as amended).”SECTION 7. Governing Law; Construction. This Amendment shall be deemed to be made in the Commonwealth ofVirginia, and the validity, interpretation, construction and performance of this Amendment in all respects shall be governed by thelaws of the Commonwealth of Virginia without regard to its principles of conflicts of law. No provision of this Amendment or anyrelated document shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmentalor judicial authority by reason of such party’s having or being deemed to have structured or drafted such provision.2SECTION 8. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication orotherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the parties to the CIC Agreement, andshall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained inthe CIC Agreement, all of which shall continue in full force and effect. This Amendment shall apply and be effective on andfollowing the date hereof only with respect to the provisions of the CIC Agreement specifically referred to herein. On and after thedate hereof, any reference to the CIC Agreement shall mean the CIC Agreement as modified hereby.SECTION 9. Counterparts. This Amendment may be executed in one or more counterparts (including via facsimile),each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shallbecome effective when one or more counterparts have been signed by each of the parties and delivered to the other party.IN WITNESS WHEREOF, this Amendment has been executed by the parties as of the date first written above. OLIN CORPORATIONBy: Name: Title: EXECUTIVE [Name]3Exhibit 10(n)EXECUTIVE CHANGE IN CONTROL AGREEMENT, dated as of [●](the “ Effective Date ”),between OLIN CORPORATION, a Virginia corporation (“ Olin ”), and [●] (“ Executive ”).WHEREAS Executive is a key member of Olin’s management;WHEREAS Olin believes that it is in its best interests, as well as those of its stockholders, to assure the continuity ofExecutive for a fixed period of time in the event of an actual or threatened change in control of Olin and whether or not such changein control is determined by the Board (as defined in Section 1(a) of this Agreement) to be in the best interest of its stockholders;WHEREAS it is contemplated by Section 4(g) of that Executive Retention Agreement, dated as of [●], 2015, amongOlin and Executive (the “ Retention Agreement ”), that Executive and Olin will enter into a change in control agreement providingfor certain change in control severance payments, which Retention Agreement provides that certain amounts that may becomepayable hereunder may be reduced by certain payments pursuant to the Retention Agreement;WHEREAS Olin believes it is in its best interests, as well as those of its stockholders, to enter into this Agreement;andWHEREAS this Agreement is not intended to alter materially the compensation, benefits or terms of employment thatExecutive could reasonably expect in the absence of a change in control of Olin, but is intended to encourage and reward Executive’scompliance with the wishes of the Board, whatever they may be, in the event that a change in control occurs or is threatened.NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, andintending to be legally bound hereby, the parties hereto agree as follows:SECTION 1. Definitions. As used in this Agreement:(a) “ Board ” means the Board of Directors of Olin or, if applicable following a Change in Control described inSection 1(c)(iii) of this Agreement, the board of directors (or similar governing body in the case of an entity other than a corporation)of the Parent Entity (as defined in Section 1(c)(iii) of this Agreement) or, if there is no Parent Entity, the Surviving Entity (as definedin Section 1(c)(iii) of this Agreement).(b) “ Cause ” means (i) the willful and continued failure of Executive to substantially perform Executive’s duties(other than any such failure resulting from Executive’s incapacity due to physical or mental illness or injury or any such actual oranticipated failure after the issuance of a notice of Termination by Executive in respect of any event described in Section 1(e)(ii) ofthis Agreement); (ii) the willful engaging by Executive in gross misconduct significantly and demonstrably financially injurious toOlin; (iii) a willful breach by Executive of Olin’s Code of Business Conduct; or (iv) willful misconduct by Executive in the course ofExecutive’s employment which is a felony or fraud. No act or failure to act on the part of Executive will be considered “willful”unless done or omitted not in good faith and without reasonable belief that the action or omission was in the interests of Olin or notopposed to the interests of Olin and unless the act or failure to act has not been cured by Executive within 14 days after writtennotice to Executive specifying the nature of such violations. Notwithstanding the foregoing, Executive shall not be deemed to havebeen terminated for Cause without (A) reasonable written notice to Executive setting forth the reasons for Olin’s intention toterminate for Cause, (B) an opportunity for Executive, together with Executive’s counsel, to be heard before the Board and (C)delivery to Executive of a notice of termination from the Board finding that, in the good faith opinion of 75% of the entiremembership of the Board, Executive was guilty of conduct described above and specifying the particulars thereof in detail.(c) “ Change in Control ” means the occurrence of any one of the following events:(i) individuals who, on the Effective Date, constitute the Board (the “ Incumbent Directors ”) cease for any reason toconstitute at least a majority of the Board; provided that any person becoming a director subsequent to the Effective Date,whose election or nomination for election was approved by a vote of at least two-thirds of the directors who were, as of thedate of such approval, Incumbent Directors, shall be an Incumbent Director; provided , however , that no individual initiallyappointed, elected or nominated as a director of Olin pursuant to an actual or threatened election contest with respect todirectors or pursuant to any other actual or threatened solicitation of proxies or consents by or on behalf of any person otherthan the Board shall be deemed to be an Incumbent Director;(ii) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended(the “ Exchange Act ”), and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficialowner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Olinrepresenting 20% or more of the combined voting power of Olin’s then outstanding securities eligible to vote for the electionof the Board (the “ Olin Voting Securities ”); provided , however , that the event described in this Section 1(c)(ii) shall not bedeemed to be a Change in Control if such event results from any of the following: (A) the acquisition of Olin VotingSecurities by Olin or any of its subsidiaries, (B) the acquisition of Olin Voting Securities directly from Olin; (C) theacquisition of Olin Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by Olin or anyof its subsidiaries, (D) the acquisition of Olin Voting Securities by any underwriter temporarily holding securities pursuant toan offering of such securities, (E) the acquisition of Olin Voting Securities pursuant to a Non-Qualifying Transaction (asdefined in Section 1(c)(iii) of this Agreement) or (F) the acquisition of Olin Voting Securities by Executive or any group ofpersons including Executive (or any entity controlled by Executive or any group of persons including Executive);2(iii) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transactioninvolving (A) Olin or (B) any of its subsidiaries pursuant to which, in the case of this clause (B), Olin Voting Securities areissued or issuable (any event described in the immediately preceding clause (A) or (B), a “ Reorganization ”) or the sale orother disposition of all or substantially all of the assets of Olin to an entity that is not an affiliate of Olin (a “ Sale ”), unlessimmediately following such Reorganization or Sale: (1) more than 50% of the total voting power (in respect of the election ofdirectors, or similar officials in the case of an entity other than a corporation) of (x) Olin (or, if Olin ceases to exist, the entityresulting from such Reorganization), or, in the case of a Sale, the entity which has acquired all or substantially all of theassets of Olin (in either case, the “ Surviving Entity ”), or (y) if applicable, the ultimate parent entity that directly or indirectlyhas beneficial ownership of more than 50% of the total voting power (in respect of the election of directors, or similarofficials in the case of an entity other than a corporation) of the Surviving Entity (the “ Parent Entity ”), is represented byOlin Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, isrepresented by shares into which or for which such Olin Voting Securities were converted or exchanged pursuant to suchReorganization or Sale) with ownership of such Olin Voting Securities (or, if applicable, shares into which or for which suchOlin Voting Securities were converted or exchanged pursuant to such Reorganization or Sale) continuing in substantially thesame proportions as the ownership of Olin Voting Securities immediately prior to consummation of such Reorganization orSale (excluding any outstanding voting securities of the Surviving Entity or Parent Entity that are held immediately followingthe consummation of such Reorganization or Sale as a result of ownership prior to such consummation of voting securities ofany corporation or other entity involved in or forming part of such Reorganization or Sale other than Olin or any of its whollyowned subsidiaries), (2) no person (other than any employee benefit plan (or related trust) sponsored or maintained by Olin,the Surviving Entity or the Parent Entity), is or becomes the beneficial owner, directly or indirectly, of 20% or more of thetotal voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation)of the outstanding voting securities of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and (3) at least amajority of the members of the Board following the consummation of the Reorganization or Sale were, at the time of theapproval by the Board of the execution of the initial agreement providing for such Reorganization or Sale (or, in the absenceof any such agreement, at the time of approval by the Board of such Reorganization or Sale), Incumbent Directors (anyReorganization or Sale which satisfies all of the criteria specified in (1), (2) and (3) above being deemed to be a “ Non-Qualifying Transaction ”); provided , however , that if, in connection with a Reorganization or Sale that would otherwise beconsidered a Change in Control pursuant to this Section 1(c)(iii), (I) the immediately preceding clause (3) is satisfied, (II) atleast seventy-five percent (75%) of the individuals who were executive officers (within the meaning of Rule 3b-7 under theExchange Act) of Olin immediately prior to consummation of such Reorganization or Sale become executive officers of theParent Entity (or, if there is no Parent Entity, the3Surviving Entity) immediately following such Reorganization or Sale, and (III) the Incumbent Directors at the time ofapproval by the Board of such Reorganization or Sale determine in good faith that such individuals are expected to remainexecutive officers for a significant period of time following such Reorganization or Sale, then such directors shall bepermitted to determine by at least a two-thirds vote that such Reorganization or Sale shall not constitute a Change in Controlfor purposes of this Section 1(c)(iii); or(iv) the stockholders of Olin approve a plan of complete liquidation or dissolution of Olin.Notwithstanding the foregoing, if any person becomes the beneficial owner, directly or indirectly, of 20% or more of the combinedvoting power of Olin Voting Securities solely as a result of the acquisition of Olin Voting Securities by Olin which reduces thenumber of Olin Voting Securities outstanding, such increased amount shall be deemed not to result in a Change in Control; provided, however , that if such person subsequently becomes the beneficial owner, directly or indirectly, of additional Olin Voting Securitiesthat increases the percentage of outstanding Olin Voting Securities beneficially owned by such person, a Change in Control of Olinshall then be deemed to occur.(d) “ Change in Control Severance ” means two times the sum of:(i) twelve months of Executive’s then current monthly salary (without taking into account any reductions whichmay have occurred at or after the date of a Change in Control); plus(ii) an amount equal to the greater of (A) Executive’s average annual award actually paid in cash (or, in the eventthat the award in respect of the calendar year immediately prior to the year in which the date of Termination occurs has notyet been paid, the amount of such award that would have been payable in cash in the year in which the date of Terminationoccurs had Executive not incurred a Termination) under Olin’s short-term annual incentive compensation plans or programs(“ ICP ”) (including zero if nothing was paid or deferred but including any portion thereof Executive has elected to defer and,for the avoidance of doubt, excluding any portion of an annual award that Executive does not have a right to receive currentlyin cash) in respect of the three calendar years immediately preceding the calendar year in which the date of Terminationoccurs and (B) Executive’s then current ICP standard annual award in respect of the year in which the date of Terminationoccurs; provided that, for purposes of determining the amount in clause (A), any annual award that is in respect of a partialcalendar year shall be annualized.(e) “ Termination ” means:(i) Executive is discharged by Olin, upon or following a Change in Control, other than for Cause and other than dueto Executive’s death or disability (which will be deemed to occur if Executive becomes eligible to commence4immediate receipt of disability benefits under the terms of Olin’s long-term disability plan); or(ii) Executive terminates Executive’s employment in the event that upon or following a Change in Control:(A) (1) Olin requires Executive to relocate Executive’s principal place of employment by more than fifty(50) miles from the location in effect immediately prior to the Change in Control and such relocation increases thecommuting distance, on a daily basis, between Executive’s residence at the time of relocation and principal place ofemployment or (2) Olin requires Executive to travel on business to a substantially greater extent than, and inconsistentwith, Executive’s travel requirements prior to the Change in Control (taking into account the number and/or duration(both with respect to airtime and overall time away from home) of such travel trips following the Change in Controlas compared to a comparable period prior to the Change in Control);(B) Olin reduces Executive’s base salary or fails to increase Executive’s base salary on a basis consistent (asto frequency and amount) with Olin’s salary system for executive officers as in effect immediately prior to theChange in Control;(C) Olin fails to continue Executive’s participation in Olin’s incentive compensation plans (including,without limitation, short-term and long-term cash and stock incentive compensation) on substantially the same basis,both in terms of (1) the amount of the benefits provided (other than due to Olin’s or a relevant operation’s or businessunit’s financial or stock price performance; provided that such performance is a relevant criterion under such plan)and (2) the level of Executive’s participation relative to other participants as exists immediately prior to the Change inControl; provided that with respect to annual and long-term incentive compensation plans, the basis with which theamount of benefits and level of participation of Executive shall be compared shall be the average benefit opportunityawarded to Executive under the relevant plan during the three completed fiscal years immediately preceding the yearin which the date of Termination occurs (or if Executive has not been employed by Olin for such three fiscal years,the average benefit awarded to Executive under the relevant plan during the shorter period of fiscal years duringwhich Executive was employed by Olin);(D) Olin fails to substantially maintain its health, welfare and retirement benefit plans as in effectimmediately prior to the Change in Control, unless arrangements (embodied in an on-going substitute or alternativeplan) are then in effect to provide benefits that are substantially similar to those in effect immediately prior to theChange in Control; or5(E) (1) Executive is assigned any duties inconsistent in any adverse respect with Executive’s position(including status, offices, titles and reporting lines), authority, duties or responsibilities immediately prior to theChange in Control or (2) Olin takes any action that results in a diminution in such position (including status, offices,titles and reporting lines), authority, duties or responsibilities or in a substantial reduction in any of the resourcesavailable to carry out any of Executive’s authorities, duties or responsibilities from those resources availableimmediately prior to the Change in Control.Notwithstanding anything to the contrary contained herein, Executive will not be entitled to terminate employment and receive thepayments and benefits set forth in Sections 4 and 5 of this Agreement as the result of the occurrence of any event specified in theforegoing clause (ii) (each such event, a “ Good Reason Event ”) unless, within 90 days following the occurrence of such event,Executive provides written notice to Olin of the occurrence of such event, which notice sets forth the exact nature of the event andthe conduct required to cure such event. Olin will have 30 days from the receipt of such notice within which to cure; provided thatsuch 30-day period to cure shall terminate in the event that Olin informs Executive that it does not intend to cure such event (suchperiod, whether 30 days or less, the “ Cure Period ”). If, during the Cure Period, such event is remedied, then Executive will not bepermitted to terminate employment and receive the payments and benefits set forth in Sections 4 and 5 of this Agreement as a resultof such Good Reason Event. If, at the end of the Cure Period, the Good Reason Event has not been remedied, Executive will beentitled to terminate employment as a result of such Good Reason Event during the 45-day period that follows the end of the CurePeriod. If Executive terminates employment during such 45-day period, so long as Executive delivered the written notice to Olin ofthe occurrence of the Good Reason Event at any time prior to the expiration of this Agreement, for purposes of the payments,benefits and other entitlements set forth in Sections 4 and 5 of this Agreement, the termination of Executive’s employment pursuantthereto shall be deemed to be a Termination before the expiration of this Agreement. If Executive does not terminate employmentduring such 45-day period, Executive will not be permitted to terminate employment and receive the payments and benefits set forthin Sections 4 and 5 of this Agreement as a result of such Good Reason Event.If (x) Executive’s employment is terminated prior to a Change in Control for reasons that would have constituted a Termination ifthey had occurred upon or following a Change in Control, (y) Executive reasonably demonstrates that such termination ofemployment (or event described in clause (ii) above) occurred at the request of a third party who had indicated an intention or takensteps reasonably calculated to effect a Change in Control and (z) a Change in Control involving such third party (or a partycompeting with such third party to effectuate a Change in Control) does occur within two years following the date of Executive’stermination of employment, then for purposes of this Agreement, the date immediately preceding the date of such termination ofemployment (or event described in clause (ii) above) shall be treated as the date of the Change in Control, except that for purposes ofdetermining Executive’s entitlement to payments and benefits described in Sections 4 and 5 of this Agreement and the timing of suchpayments and benefits, the date of the actual Change in Control shall be treated as the Executive’s date6of termination of employment. In the event that Executive’s employment terminates under the circumstances described in clauses(x), (y) and (z) of the preceding sentence (any such termination, an “ Anticipatory Termination ”), such termination will beconsidered a Termination for purposes of this Agreement, and Executive will be entitled to receive the payments and benefitsdescribed in Sections 4 and 5 of this Agreement; provided that any such payments and benefits due under Sections 4 and 5 of thisAgreement shall be reduced by the payments and benefits Executive has already received pursuant to any applicable employment,severance or termination agreement, plan, arrangement or policy, including, without limitation, any severance or separation pay orbenefits pursuant to the Retention Agreement (collectively, the “ Other Arrangements ”), in respect of Executive’s termination ofemployment with Olin, and the remainder of the payments and benefits payable pursuant to the Other Arrangements shall beforfeited. For purposes of implementing the terms of Section 5(f) of this Agreement in the event of an Anticipatory Termination, alloutstanding and unvested stock options, restricted stock and other equity-based awards (including, without limitation, performanceshares) that Executive holds on the date of the Anticipatory Termination shall be deemed to remain outstanding until the date of theChange in Control (but in the case of any stock options, not beyond the date that such stock options would have expired if Executivehad remained continuously employed from the date of the Anticipatory Termination until the date of the Change in Control) andbecome immediately vested and exercisable as of the date of the Change in Control.SECTION 2. Entire Agreement; Prior Agreements. This Agreement (together with any Other Arrangements) setsforth the entire understanding between Executive and Olin with respect to the subject matter hereof and thereof. All oral or writtenagreements or representations, express or implied, with respect to the subject matter of this Agreement are set forth in thisAgreement and any Other Arrangements. All prior agreements, understandings and obligations (whether written, oral, express orimplied) between Executive and Olin with respect to the subject matter hereof are terminated as of the date hereof and aresuperseded by this Agreement. Notwithstanding the foregoing, the provisions of Section 8 of this Agreement shall not supersede anyother agreements, understandings or obligations between Executive and Olin with respect to the subject matter thereof, which shallremain in full force and effect in accordance with their terms and, for the avoidance of doubt, Executive hereby acknowledges andagrees that the restrictive covenants under Section 8 of this Agreement shall operate independently of, and shall be in addition to,any similar restrictive covenants to which Executive may be subject pursuant to any other agreement or understanding between Olinand Executive.SECTION 3. Term; Executive’s Duties. (a) This Agreement expires at the close of business on January 26, 2019;provided that beginning on January 26, 2017 and on each January 26 thereafter (any such January 26 being referred to herein as a “Renewal Date ”) the term of this Agreement shall be extended for one additional year unless Olin has provided Executive withwritten notice at least 90 days in advance of the immediately succeeding Renewal Date that the term of this Agreement shall not beso extended; provided , however , that if a Change in Control has occurred prior to the date on which this Agreement expires, thisAgreement shall not expire prior to three years following the date of the Change in Control; provided , further , that the expiration ofthis7Agreement will not affect any of Executive’s rights resulting from a Termination prior to such expiration. In the event of Executive’sdeath while employed by Olin, this Agreement shall terminate and be of no further force or effect on the date of Executive’s death.Executive’s death will not affect any of Executive’s rights resulting from a Termination prior to death.(b) During the period of Executive’s employment by Olin, Executive shall devote Executive’s full time efforts duringnormal business hours to Olin’s business and affairs, except during vacation periods in accordance with Olin’s vacation policy andperiods of illness or incapacity. Nothing in this Agreement will preclude Executive from devoting reasonable periods required forservice as a director or a member of any organization involving no conflict of interest with Olin’s interest; provided that noadditional position as a director or member shall be accepted by Executive during the period of Executive’s employment with Olinwithout its prior consent.SECTION 4. Change in Control Severance Payment. (a) Subject to Section 4(b) of this Agreement and the remainderof this Section 4(1), in the event of a Termination occurring before the expiration of this Agreement, Olin will pay Executive a lumpsum in an amount equal to the Change in Control Severance; provided that such amount shall be reduced (but not below zero) by theamount of any retention payments paid pursuant to Section 6(a)(iv) of the Retention Agreement (such payments, the “ RetentionPayments ”). The payment of such amount will be made on the 60th day after the date of Termination; provided that no such amountshall be payable to Executive unless, on or prior to the 59th day following the date of Termination the Release Requirement (asdefined in Section 7 of this Agreement) has been satisfied; provided further , that, any portion of the Change in Control Severancethat constitutes deferred compensation within the meaning of Section 409A (as defined in Section 19 of this Agreement) will be paidat the earliest date that is permitted in accordance with the schedule that is applicable to the cash severance set forth in Section 6(a)(i)of the Retention Agreement, as would be applicable in the event of a Termination on the date hereof.(b) Notwithstanding Section 4(a) of this Agreement, if Executive would otherwise have been required by Olin policyto retire at the applicable age specified in Olin’s mandatory retirement policy for specified job positions, as in effect on the date ofTermination (the “ Mandatory Retirement Age ”), then if the date upon which Executive would have attained the MandatoryRetirement Age falls during the 24-month period following the date of Termination, the amount payable pursuant to Section 4(a) ofthis Agreement shall be reduced to the amount equal to the product of (i) the Change in Control Severance, multiplied by (ii) afraction, the numerator of which is the number of days from the date of Termination through and including the date upon whichExecutive would have attained the Mandatory Retirement Age and the denominator of which is 730; provided that such amount shallbe reduced (but not below zero) by the amount of any Retention Payments.(c) If on the date of Termination, Executive is eligible and is receiving payments under any then existing disabilityplan of Olin or its subsidiaries and affiliates, then Executive agrees that all payments under such disability plan may, and will be,8suspended and offset (subject to applicable law) for 24 months (or, if earlier, until Executive would have attained the MandatoryRetirement Age) following the date of Termination. If, after such period, Executive remains eligible to receive disability payments,then such payments shall resume in the amounts and in accordance with the provisions of the applicable disability plan of Olin or itssubsidiaries and affiliates.SECTION 5. Other Benefits. (a) If Executive becomes entitled to payment under Section 4(a) or 4(b) of thisAgreement, as applicable, then Executive will receive 24 months of retirement contributions to all Olin qualified and non-qualifieddefined contribution plans for which Executive was eligible at the time of Termination, it being understood that Executive shall bepermitted to receive payments from Olin’s plans (assuming Executive otherwise qualifies to receive such payments, is permitted todo so under the applicable plan terms and elects to do so), during the period that Executive is receiving payments pursuant toSection 4(a) of this Agreement). Such contributions shall be based on the amount of the Change in Control Severance (for theavoidance of doubt, without regard to any reduction due to any Retention Payments). Such contributions shall, subject to Executive’ssatisfaction of the Release Requirement, be paid in a lump sum on the 60th day after the date of Termination; provided that anyportion of such payment that constitutes deferred compensation within the meaning of Section 409A will be paid at the earliest datethat is permitted in accordance with the schedule that is applicable to the cash severance set forth in Section 6(a)(i) of the RetentionAgreement, as would be applicable in the event of a Termination on the date hereof. For 24 months from the date of Termination,Executive (and Executive’s covered dependents) will continue to enjoy coverage on the same basis as a similarly situated activeemployee under all Olin medical, dental, and life insurance plans to the extent Executive was enjoying such coverage immediatelyprior to Termination. Executive’s entitlement to insurance continuation coverage under the Consolidated Omnibus BudgetReconciliation Act of 1985 would commence at the end of the period during which insurance coverage is provided under thisAgreement without offset for coverage provided hereunder. Executive shall accrue no vacation during the 24 months following thedate of Termination but shall be entitled to payment for accrued and unused vacation for the calendar year in which Terminationoccurs. If Executive receives the Change in Control Severance (including the amount referred to in Section 1(d)(ii) of thisAgreement, and whether or not reduced due to any Retention Payments), Executive shall not be entitled to an ICP award for thecalendar year of Termination if Termination occurs during the first calendar quarter. Even if Executive receives the Change inControl Severance (including the amount referred to in Section 1(d)(ii) of this Agreement, and whether or not reduced due to anyRetention Payments), if Termination occurs during or after the second calendar quarter, Executive shall be entitled to a prorated ICPaward for the calendar year of Termination which shall be determined by multiplying Executive’s then current ICP standard annualaward by a fraction, the numerator of which is the number of weeks in the calendar year prior to Termination and the denominator ofwhich is 52. Executive shall accrue no ICP award following the date of Termination. The accrued vacation pay and, subject tosatisfaction of the Release Requirement, ICP award, if any, shall be paid in a lump sum on or prior to the 60th day after the date ofTermination.(b) Notwithstanding the foregoing Section 5(a) of this Agreement, no such insurance coverage or retirementcontributions will be afforded by this Agreement9with respect to any period after the date upon which Executive would have attained the Mandatory Retirement Age.(c) In the event of a Termination, Executive will be entitled at Olin’s expense to outplacement counseling andassociated services in accordance with Olin’s customary practice at the time or, if more favorable to Executive, in accordance withsuch practice immediately prior to the Change in Control, with respect to its senior executives who have been terminated other thanfor Cause. It is understood that the counseling and services contemplated by this Section 5(c) are intended to facilitate the obtainingby Executive of other employment following a Termination, and payments or benefits by Olin in lieu thereof will not be available toExecutive. The outplacement services will be provided for a period of 12 months beginning within 10 days following the date thatthe Release Requirement is satisfied.(d) If Executive becomes entitled to the payment under Section 4(a) of this Agreement, then at the end of the periodfor insurance coverage provided in accordance with Section 5(a) of this Agreement, if Executive at such time has satisfied theeligibility requirements to participate in Olin’s post-retirement medical and dental plan, Executive shall be entitled to continue inOlin’s medical and dental coverage (including dependent coverage) on the same basis as a similarly situated active employee untilExecutive reaches age 65; provided that if Executive obtains other employment which offers medical or dental coverage to Executiveand Executive’s dependents, Executive shall enroll in such medical or dental coverage, as the case may be, and the correspondingcoverage provided to Executive hereunder shall be secondary coverage to the coverage provided by Executive’s new employer solong as such employer provides Executive with such coverage.(e) If there is a Change in Control, Olin shall not reduce or diminish the insurance coverage or benefits which areprovided to Executive under Section 5(a) or 5(d) of this Agreement during the period Executive is entitled to such coverage;provided that Executive makes the premium payments required by active employees generally for such coverage, if any, under theterms and conditions of coverage applicable to Executive.(f) Notwithstanding any provision to the contrary in any long-term incentive plan maintained by Olin or anyapplicable award agreement thereunder (collectively, the “ Equity Award Documents ”) and except as otherwise provided in thisSection 5(f), all outstanding stock options, restricted stock and other equity awards held by Executive (other than any performanceshare award), regardless of whether granted before, at or after the Change in Control, shall not automatically become fully vestedand immediately exercisable, as the case may be, upon the occurrence of a “change in control” (as such term, or any similar term, isused in any applicable Equity Award Document) and, instead, each such award shall continue to vest in accordance with its termsfollowing a Change in Control; provided that subject to Executive’s satisfaction of the Release Requirement, such awards shallbecome fully vested (without pro-ration) and immediately exercisable, as the case may be, as of a Termination. Notwithstanding theforegoing sentence, unless provision is made in connection with a Change in Control for (i) assumption of such awards or (ii)substitution of such awards for new awards covering10stock of a successor corporation or its “parent corporation” (as defined in Section 424(e) of the Code) or “subsidiary corporation” (asdefined in Section 424(f) of the Code) with appropriate adjustments as to the number and kinds of shares and exercise prices (ifapplicable) that preserve the material terms and conditions of such awards as in effect immediately prior to the Change in Control(including, without limitation, with respect to the vesting schedules, the intrinsic value of the awards as of the Change in Control andtransferability of the shares underlying such awards), all such awards shall become fully vested and immediately exercisable, as thecase may be, as of immediately prior to the Change in Control. Notwithstanding anything in this Section 5(f) to the contrary and forthe avoidance of doubt, in the event that payment of any amount that would otherwise be paid pursuant to the immediately precedingsentence would result in a violation of Section 409A, then Executive’s rights to payment of such amount will become vestedpursuant to such sentence and the amount of such payment shall be determined as of the Change in Control, but such amount shallnot be paid to Executive until the earliest time permitted under Section 409A. Notwithstanding anything in this Agreement to thecontrary, any performance share awards held by Executive on the date of the Change in Control shall become vested in accordancewith the terms of the applicable Equity Award Documents; provided that notwithstanding the terms of any applicable Equity AwardDocument, the term “change in control” (or any similar term used in any applicable Equity Award Documents) shall have themeaning set forth in Section 1(c) of this Agreement.SECTION 6. Participation in Change in Control; Section 4999 of Internal Revenue Code. (a) In the event thatExecutive participates or agrees to participate by loan or equity investment (other than through ownership of less than 1% of publiclytraded securities of another company) in a transaction (referred to in this Section 6(a) as an “acquisition”) which would result in anevent described in Section 1(c)(i) or (ii) of this Agreement, Executive must promptly disclose such participation or agreement toOlin, and such transaction will not be considered a Change in Control with respect to Executive for purposes of this Agreement.(b) Notwithstanding anything in this Agreement to the contrary, in the event that any payments or benefits that couldbe paid, provided or delivered under this Agreement would, when combined with all other payments or benefits that could be paid,provided or delivered to Executive by Olin, any successor or any of their respective affiliates, are considered “parachute payments”(as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the applicable Treasuryregulations thereunder) (such payments and benefits, the “ Parachute Payments ”), then the aggregate amount of Parachute Paymentsto which Executive will be entitled shall equal the amount which produces the greatest after-tax benefit to Executive after taking intoaccount any excise tax payable by Executive under Section 4999 of the Code (the “ Excise Tax ”). For the avoidance of doubt, thisprovision will reduce the amount of Parachute Payments otherwise payable to Executive, only if doing so would place Executive in abetter net after-tax economic position as compared with not doing so (taking into account the Excise Tax payable in respect of suchParachute Payments). In such event, Olin shall reduce or eliminate the Parachute Payments by first reducing or eliminating theportion of the Parachute Payments that are payable in cash and then by reducing or eliminating the non-cash portion of the ParachutePayments, in each case, in reverse order beginning11with payments or benefits which are to be paid the furthest in the future; provided , however , that for purposes of the foregoingsequence, any amounts that are payable with respect to equity-based or equity-related awards (whether payable in cash or in kind)shall be deemed to be a non-cash portion of the Parachute Payments. All determinations to be made hereunder shall be made, atOlin’s expense, by a nationally recognized certified public accounting firm (the “ Accounting Firm ”) selected by Olin. To the extentthat, based on the Accounting Firm's determination, the Parachute Payments are required to be reduced or eliminated, Olin shallprovide Executive with prior written notice of any such reduction or elimination and shall, upon a written request made by Executivewithin five days of receiving such notification, provide Executive and Executive’s tax advisors with the opportunity to review thecalculations prepared by the Accounting Firm and discuss such calculations with Olin.SECTION 7. Release. Executive shall not be entitled to receive (or continue in the case of health and other welfarebenefits) any of the payments or benefits set forth in Sections 4 and 5 of this Agreement unless Executive executes a release ofclaims (in the form of Exhibit A hereto, subject to any modifications required to comply with applicable laws) in favor of Olin andothers set forth in Exhibit A relating to all claims or liabilities of any kind relating to Executive’s employment with Olin or anaffiliate and the termination of such employment and, on or prior to the 59 th day following the date of Termination, Executive hasnot revoked such Release and the revocation period thereunder has expired in accordance with its terms (the “ Release Requirement”).SECTION 8. Restrictive Covenants. (a) As an inducement to Olin to provide the payments and benefits to Executivehereunder, Executive acknowledges and agrees that, notwithstanding any provision to the contrary in any Other Arrangements, in theevent of Executive’s Termination, Executive agrees to comply with the restrictions set forth in Sections 8(b) and (c) of thisAgreement for a one-year period from the date of Termination (or, if earlier, until Executive would have attained the MandatoryRetirement Age) (the “ Restriction Period ”); provided that if Executive’s employment is not terminated by reason of a Termination(and Executive therefore is not entitled to receive the payments and benefits set forth in Sections 4 and 5 of this Agreement), thenExecutive need not comply with the restrictions set forth in Sections 8(b) and (c) of this Agreement.(b) Executive acknowledges and agrees that so long as Olin complies with its obligations to provide the paymentsrequired under this Agreement, notwithstanding any provision to the contrary in any Other Arrangements, Executive shall not duringthe Restriction Period, directly or indirectly, for Executive or for any other person, corporation, partnership, sole proprietorship,entity or business: (i) employ or attempt to employ or enter into any contractual arrangement with any employee or former employeeof Olin, unless such employee or former employee has not been employed by Olin for a period in excess of six months or (ii) makeknown the names and addresses of customers of Olin or any information relating in any manner to Olin’s trade or businessrelationships with such customers. Notwithstanding anything in this Agreement to the contrary and for the avoidance of doubt,references in this Section 8(b) to “Olin” shall be deemed to refer to Olin and its subsidiaries and affiliates prior to a Change inControl.12(c) During the Restriction Period, Executive shall not make any statement that intentionally disparages Olin or itsbusiness, services or products unless, in each case, in the context of a legal process (including without limitation, litigation betweenOlin and Executive), required governmental testimony or filings, any administrative or arbitral proceedings (including, withoutlimitation, arbitration between Olin and Executive) or as otherwise required by law. Notwithstanding the foregoing and subject toSection 8(d) of this Agreement, in no event shall Executive be prohibited from making truthful statements in response to questionsfrom a prospective future employer.(d) Executive acknowledges and agrees (whether or not Executive is subject to the restrictions set forth in Sections8(b) and (c) of this Agreement) not to disclose, either while in Olin’s employ or at any time thereafter, to any person not employedby Olin, or not engaged to render services to Olin, any confidential information obtained by Executive while in the employ of Olin,including, without limitation, trade secrets, know-how, improvements, discoveries, designs, customer and supplier lists, businessplans and strategies, forecasts, budgets, cost information, formulae, processes, manufacturing equipment, compositions, computerprograms, data bases and tapes and films relating to the business of Olin and its subsidiaries and affiliates (including majority-ownedcompanies of such subsidiaries and affiliates); provided, however, that this provision shall not preclude Executive from disclosinginformation (i) known generally to the public (other than pursuant to Executive’s act or omission) or (ii) to the extent required by lawor court order. Executive also agrees that upon leaving Olin’s employ Executive will not take with Executive, without the priorwritten consent of an officer authorized to act in the matter by the Board, any drawing, blueprint, specification or other document ofOlin, its subsidiaries or affiliates, which is of a confidential nature relating to Olin, its subsidiaries or affiliates, including, withoutlimitation, relating to its or their methods of distribution, or any description of any formulae or secret processes. Notwithstanding theforegoing, nothing in this Agreement shall prevent Executive from exercising any legally protected whistleblower rights (includingunder Rule 21F under the Securities Exchange Act of 1934, as amended).(e) Executive acknowledges and agrees that (i) the restrictive covenants contained in this Section 8 are reasonablynecessary to protect the legitimate business interests of Olin, and are not overbroad, overlong, or unfair and are not the result ofoverreaching, duress or coercion of any kind, (ii) Executive’s full, uninhibited and faithful observance of each of the covenantscontained in this Section 8 will not cause Executive any undue hardship, financial or otherwise, and that enforcement of each of thecovenants contained herein will not impair Executive’s ability to obtain employment commensurate with Executive’s abilities and onterms fully acceptable to Executive or otherwise to obtain income required for the comfortable support of Executive and Executive’sfamily and the satisfaction of the needs of Executive’s creditors and (iii) the restrictions contained in this Section 8 are intended tobe, and shall be, for the benefit of and shall be enforceable by, Olin’s successors and permitted assigns.(f) Executive acknowledges and agrees that any violation of the provisions of this Section 8 would cause Olinirreparable damage and that if Executive breaches or threatens to breach such provisions, Olin shall be entitled, in addition to anyother rights and remedies Olin may have at law or in equity, to obtain specific13performance of such covenants through injunction or other equitable relief from a court of competent jurisdiction, without proof ofactual damages and without being required to post bond.(g) In the event that any arbitrator or court of competent jurisdiction shall finally hold that any provision of thisAgreement (whether in whole or in part) is void or constitutes an unreasonable restriction against Executive, such provision shall notbe rendered void but shall be deemed to be modified to the minimum extent necessary to make such provision enforceable for thelongest duration and the greatest scope as such arbitrator or court may determine constitutes a reasonable restriction under thecircumstances.SECTION 9. Successors; Binding Agreement. (a) Olin will require any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of Olin, by agreement, in form andsubstance satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the sameextent that Olin would be required to perform if no such succession had taken place. Failure of Olin to obtain such assumption andagreement prior to the effectiveness of any such succession will be a breach of this Agreement and entitle Executive to compensationfrom Olin in the same amount and on the same terms as Executive would be entitled to hereunder had a Termination occurred on thesuccession date. Except as otherwise set forth in Section 8(b) of this Agreement, as used in this Agreement, “Olin” means Olin asdefined in the preamble to this Agreement and any successor to its business or assets which executes and delivers the agreementprovided for in this Section 9 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation oflaw or otherwise.(b) This Agreement shall be enforceable by Executive’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees.SECTION 10. Notices. For the purpose of this Agreement, notices and all other communications provided for hereinshall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certifiedmail, return receipt requested, postage prepaid, addressed as follows:If to Executive :[●]If to Olin :Olin Corporation190 Carondelet PlazaSuite 1530Clayton, MO 63105-3443Attention: Corporate Secretary14or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices ofchange of address shall be effective only upon receipt.SECTION 11. Governing Law. The validity, interpretation, construction and performance of this Agreement shall begoverned by the laws of the Commonwealth of Virginia (without giving effect to its principles of conflicts of law).SECTION 12. Counterparts. This Agreement may be executed in one or more counterparts (including via facsimileand portable document format (PDF)), each of which shall be deemed to be an original but all of which together will constitute oneand the same Agreement.SECTION 13. No Mitigation. Executive will not be required to mitigate the amount of any payment provided for inthis Agreement by seeking other employment or otherwise, nor shall any compensation received by Executive from a third partyreduce such payment except as explicitly provided in this Agreement. Except as may otherwise be expressly provided herein,nothing in this Agreement will be deemed to reduce or limit the rights which Executive may have under any employee benefit plan,policy or arrangement of Olin and its subsidiaries and affiliates. Except as expressly provided in this Agreement and subject toSection 19(b) of this Agreement, payments made pursuant to this Agreement shall not be affected by any set-off, counterclaim,recoupment, defense or other claim which Olin and its subsidiaries and affiliates may have against Executive.SECTION 14. Withholding of Taxes. Olin may withhold from any benefits payable under this Agreement all federal,state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.SECTION 15. Non-assignability. This Agreement is personal in nature and neither of the parties hereto shall, withoutthe consent of the other, assign or transfer this Agreement or any rights or obligations hereunder, except as provided in Section 9 ofthis Agreement. Without limiting the foregoing, Executive’s right to receive payments hereunder shall not be assignable ortransferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by will or by the laws of descent ordistribution, and, in the event of any attempted assignment or transfer by Executive contrary to this Section 15, Olin shall have noliability to pay any amount so attempted to be assigned or transferred.SECTION 16. No Employment Right. This Agreement shall not be deemed to confer on Executive a right tocontinued employment with Olin.SECTION 17. Disputes/Arbitration. (a) Any dispute or controversy arising under or in connection with thisAgreement shall be settled exclusively by arbitration at Olin’s corporate headquarters in accordance with the rules of the AmericanArbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided,however, that Executive shall be entitled to seek specific performance of Executive’s right to be paid during the pendency of anydispute or controversy arising under or in connection with this Agreement.15(b) Olin shall pay all reasonable legal fees and expenses, as they become due, which Executive may incur prior to thethird anniversary of the expiration of this Agreement in connection with this Agreement through arbitration or otherwise unless thearbitrator determines that Executive had no reasonable basis for Executive’s claim or was acting in bad faith; provided that legal feesand expenses payable hereunder shall include legal fees and expenses incurred by Executive, whether prior to or after the expirationof this Agreement, in defending against an alleged breach of the restrictive covenants set forth in Section 8 of this Agreement, unlessOlin is able to establish that Executive was acting in bad faith and that such restrictive covenants were in fact breached. Should Olindispute the entitlement of Executive to such fees and expenses, the burden of proof shall be on Olin to establish that Executive hadno reasonable basis for Executive’s claim or was acting in bad faith.(c) If any payment which is due to Executive hereunder has not been paid within ten (10) days of the date on whichsuch payment was due, Executive shall be entitled to receive interest thereon from the due date until paid at an annual rate of interestequal to the Prime Rate reported in the Wall Street Journal, Northeast Edition, on the last business day of the month preceding thedue date, compounded annually.SECTION 18. Miscellaneous. (a) Except as specifically provided in Section 19(f) of this Agreement, no provisions ofthis Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signedby Executive and Olin. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with,any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilarprovisions or conditions at the same or at any prior or subsequent time.(b) The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity orenforceability of any other provisions of this Agreement, which shall remain in full force and effect to the fullest extent permitted bylaw.(c) Executive may not cumulate the benefits provided under this Agreement with any severance or similar benefits (“Other Severance Benefits ”) that Executive may be entitled to by agreement with Olin (including, without limitation, pursuant to anyOther Arrangements) or under applicable law in connection with the termination of Executive’s employment. Subject to Section19(b) of this Agreement, to the extent that Executive receives any Other Severance Benefits, then the payments and benefits payablehereunder to Executive shall be reduced by a like amount. To the extent Olin is required to provide payments or benefits toExecutive under the Worker Adjustment and Retraining Notification Act (or any state, local or foreign law relating to severance ordismissal benefits), the benefits payable hereunder shall be first applied to satisfy such obligation.SECTION 19. Section 409A; 105(h). (a) It is intended that the provisions of this Agreement comply with Section409A of the Code and the regulations thereunder as in effect from time to time (collectively, “ Section 409A ”), and all provisions ofthis Agreement shall be construed and interpreted either to (i) exempt any16compensation from the application of Section 409A or (ii) comply with the requirements for avoiding taxes and penalties underSection 409A.(b) Neither Executive nor any of Executive’s creditors or beneficiaries shall have the right to subject any deferredcompensation (within the meaning of Section 409A) payable under this Agreement or under any other plan, policy, arrangement oragreement of or with Olin or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Olin Plans ”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except aspermitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to Executive or forExecutive’s benefit under any Olin Plan may not be reduced by, or offset against, any amount owing by Executive to Olin or any ofits affiliates.(c) If, at the time of Executive’s separation from service (within the meaning of Section 409A), (i) Executive shall bea specified employee (within the meaning of Section 409A and using the identification methodology selected by Olin from time totime) and (ii) Olin shall make a good faith determination that an amount payable under an Olin Plan constitutes deferredcompensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delayrule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then Olin (or its affiliate, as applicable) shallnot pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest,on the first business day after such six-month period.(d) To the extent required by Section 409A, any payment or benefit that would be considered deferred compensationsubject to, and not exempt from, Section 409A, payable or provided upon a termination of Executive’s employment shall only bepaid or provided to Executive upon his separation from service (within the meaning of Section 409A).(e) Except as specifically permitted by Section 409A, the amounts of any benefits and reimbursements provided to theExecutive under this Agreement during any tax year of Executive (“ Executive Tax Year ”) shall not affect the amounts of anybenefits and reimbursements to be provided to Executive under this Agreement in any other Executive Tax Year, and the right tosuch benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance withTreas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Furthermore, any reimbursement payments for any non-tax expensesprovided to Executive under this Agreement shall be made to Executive as soon as practicable following the date that the applicableexpense is incurred, but in no event later than the last day of Executive Tax Year following the Executive Tax Year in which theapplicable expense is incurred, and any reimbursement payments for any taxes provided to Executive under this Agreement shall bemade to Executive no later than the last day of the Executive Tax Year following the Executive Tax Year in which the related taxesare remitted.(f) Notwithstanding any provision of this Agreement or any other Olin Plan to the contrary, in light of the uncertaintywith respect to the proper application of17Section 409A, Olin reserves the right to make amendments to this Agreement and any other Olin Plan as Olin deems necessary ordesirable to avoid the imposition of taxes or penalties under Section 409A. In any case, Executive is solely responsible and liable forthe satisfaction of all taxes and penalties that may be imposed on Executive or for Executive’s account in connection with any OlinPlan (including any taxes and penalties under Section 409A), and neither Olin nor any affiliate shall have any obligation toindemnify or otherwise hold Executive harmless from any or all of such taxes or penalties.(g) For purposes of Section 409A, each installment of any payments made under this Agreement will be deemed to bea separate payment as permitted under Treas. Reg. Section 1.409A-2(b)(2)(iii).(h) Notwithstanding any provision of this Agreement to the contrary, to the extent necessary to satisfy Section 105(h)of the Code, Olin will be permitted to alter the manner in which health or other welfare benefits are provided to Executive followingthe date of Termination; provided that the after-tax cost to Executive of such benefits shall not be greater than the costs applicable tosimilarly situated executives of Olin who have not terminated employment.[ remainder of this page intentionally left blank ]18IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day andyear first above set forth. OLIN CORPORATIONBy: Name: Title: EXECUTIVE [Name]19Exhibit ARELEASEPursuant to the terms of the Executive Change in Control Agreement (the “ Agreement ”) entered into on [●], among[●] (“ Executive ”) and Olin Corporation (“ Olin ”) and in exchange for the payments and benefits provided under the Agreement,Executive, for himself, his family, his attorneys, agents, descendants, heirs, legatees, executors, personal administrators, guardians,personal representatives, hereby releases and discharges Olin and its past, present and future shareholders, subsidiaries, affiliates,agents, directors, officers, employees, representatives, principals, attorneys, insurers, predecessors, successors, assigns and allpersons acting by, through, under or in concert with Olin and its subsidiaries or affiliates (collectively referred to as the “ ReleasedParties ”), from any and all non-statutory claims, obligations, debts, liabilities, demands, actions, causes of action, suits, accounts,covenants, contracts, agreements and damages whatsoever of every name and nature, known and unknown, which Executive everhad, or now has, against the Released Parties to the date of this Release, both in law and equity, arising out of or in any way relatedto Executive’s employment with Olin and its subsidiaries and affiliates or the termination of that employment, including any claimsthat Executive is entitled to any compensation or benefits from any Released Party. The claims Executive releases include, but arenot limited to, claims that the Released Parties:(a) discriminated against Executive on the basis of race, color, sex (including claims of sexual harassment), nationalorigin, ancestry, disability, religion, sexual orientation, marital status, parental status, veteran status, source of income, entitlement tobenefits, union activities, age or any other claim or right Executive may have under the Civil Rights Act of 1964, the AgeDiscrimination in Employment Act, the Older Workers Benefit Protection Act, or any other status protected by local, state or Federallaws, constitutions, regulations, ordinances or executive orders;(b) failed to give proper notice of this employment termination under the Worker Adjustment and RetrainingNotification Act, or any similar state or local statute or ordinance;(c) violated any other Federal, state or local employment statute, such as the Employee Retirement Income SecurityAct of 1974, as amended, which, among other things, protects employee benefits; the Fair Labor Standards Act, which regulateswage and hour matters; the Family and Medical Leave Act, which requires employers to provide leaves of absence under certaincircumstances; Title VII of the Civil Rights Act of 1964; the Americans With Disabilities Act; the Rehabilitation Act; theOccupational Safety and Health Act; and any other Federal, state or local laws relating to employment;(d) violated the Released Parties’ personnel policies, handbooks, any covenant of good faith and fair dealing, or anycontract of employment between Executive and any of the Released Parties;A-1(e) violated public policy or common law, including claims for personal injury, invasion of privacy, retaliatorydischarge, negligent hiring, retention or supervision, defamation, intentional or negligent infliction of emotional distress and/ormental anguish, intentional interference with contract, negligence, detrimental reliance, loss of consortium to Executive or anymember of Executive’s family and/or promissory estoppel; or(f) are in any way obligated for any reason to pay damages, expenses, litigation costs (including attorneys’ fees),bonuses, commissions, disability benefits, compensatory damages, punitive damages and/or interest.Notwithstanding the forgoing, Executive is not prohibited from making or asserting (i) any claim or right under stateworkers’ compensation or unemployment laws, (ii) Executive’s rights as an insured under any director’s and officer’s liabilityinsurance policy now or previously in force or (iii) any claim or right which by law cannot be waived, including Executive’s rights tofile a charge with an administrative agency or to participate in an agency investigation, including but not limited to the right to file acharge with, or participate in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission (“EEOC ”). Executive waives, however, the right to recover money if any Federal, state or local government agency, including but notlimited to the EEOC, pursues a claim on Executive’s behalf or on behalf of a class to which Executive may belong that arises out ofor relates to Executive’s employment or severance from employment. In addition, this Release does not constitute a waiver or releaseof any of Executive’s rights to payments or benefits pursuant to the Agreement or any accrued benefit under any employee benefitplan, program or arrangement of the Released Parties. Notwithstanding the foregoing, nothing in this Release shall prevent Executivefrom exercising any legally protected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934, asamended).For the purpose of giving a full and complete release, Executive understands and agrees that this Release includes allclaims that Executive may now have but does not know or suspect to exist in Executive’s favor against the Released Parties, and thatthis Release extinguishes those claims. Notwithstanding the foregoing, the waiver and release provisions set forth in this Release arenot an attempt to cause Executive to waive or release rights or claims that may arise after the date this Release is executed.Acknowledgments .Executive affirms that Executive has fully reviewed the terms of this Release, affirms that Executive understands its terms,and states that Executive is entering into this Release knowingly, voluntarily and in full settlement of all claims whichexisted in the past or which currently exist, that arise out of Executive’s employment with Olin or Executive’stermination of employment.A-2Executive acknowledges that Executive has had at least 21 days to consider this Release thoroughly, and has beenspecifically advised to consult with an attorney, if Executive wishes, before signing below.If Executive signs and returns this Release before the end of the 21-day period, Executive certifies that Executive’sacceptance of a shortened time period is knowing and voluntary, and that Olin did not improperly encourageExecutive to sign through fraud, misrepresentation, a threat to withdraw or alter the offer before the 21-day periodexpires, or by providing different terms to other employees who sign the release before such time period expires.Executive understands that Executive may revoke this Release within seven days after Executive signs it. Executive’srevocation must be in writing and submitted within such seven-day period.If Executive does not revoke this Release within the seven-day period, it becomes effective and irrevocable on the eighth dayafter execution. Executive further understands that if Executive revokes this Release, Executive will not be eligible toreceive the payments and benefits covered in Sections 4 and 5 of the Agreement.Executive acknowledges that the waiver and release provisions set forth in this Release are in exchange for good andvaluable consideration that is in addition to anything of value to which Executive was already entitled. Olin has advised Executivethat it is in Executive’s best interest to consult with an attorney prior to executing this Release.Date: By: A-3Exhibit 10(o)EXECUTIVE CHANGE IN CONTROL AGREEMENT, dated as of [●] (the “ Effective Date ”),between OLIN CORPORATION, a Virginia corporation (“ Olin ”), and [●] (“ Executive ”).WHEREAS Executive is a key member of Olin’s management;WHEREAS Olin believes that it is in its best interests, as well as those of its stockholders, to assure the continuity ofExecutive for a fixed period of time in the event of an actual or threatened change in control of Olin and whether or not such changein control is determined by the Board (as defined in Section 1(a) of this Agreement) to be in the best interest of its stockholders;WHEREAS Olin believes it is in its best interests, as well as those of its stockholders, to enter into this Agreement;andWHEREAS this Agreement is not intended to alter materially the compensation, benefits or terms of employment thatExecutive could reasonably expect in the absence of a change in control of Olin, but is intended to encourage and reward Executive’scompliance with the wishes of the Board, whatever they may be, in the event that a change in control occurs or is threatened.NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, andintending to be legally bound hereby, the parties hereto agree as follows:SECTION 1. Definitions. As used in this Agreement:(a) “ Board ” means the Board of Directors of Olin or, if applicable following a Change in Control described inSection 1(c)(iii) of this Agreement, the board of directors (or similar governing body in the case of an entity other than acorporation) of the Parent Entity (as defined in Section 1(c)(iii) of this Agreement) or, if there is no Parent Entity, the SurvivingEntity (as defined in Section 1(c)(iii) of this Agreement).(b) “ Cause ” means (i) the willful and continued failure of Executive to substantially perform Executive’s duties(other than any such failure resulting from Executive’s incapacity due to physical or mental illness or injury or any such actual oranticipated failure after the issuance of a notice of Termination by Executive in respect of any event described in Section 1(e)(ii) ofthis Agreement); (ii) the willful engaging by Executive in gross misconduct significantly and demonstrably financially injurious toOlin; (iii) a willful breach by Executive of Olin’s Code of Business Conduct; or (iv) willful misconduct by Executive in the courseof Executive’s employment which is a felony or fraud. No act or failure to act on the part of Executive will be considered “willful”unless done or omitted not in good faith and without reasonable belief that the action or omission was in the interests of Olin or notopposed to the interests of Olin and unless the act or failure to act has not been cured by Executive within 14 days afterwritten notice to Executive specifying the nature of such violations. Notwithstanding the foregoing, Executive shall not be deemedto have been terminated for Cause without (A) reasonable written notice to Executive setting forth the reasons for Olin’s intentionto terminate for Cause, (B) an opportunity for Executive, together with Executive’s counsel, to be heard before the Board and (C)delivery to Executive of a notice of termination from the Board finding that, in the good faith opinion of 75% of the entiremembership of the Board, Executive was guilty of conduct described above and specifying the particulars thereof in detail.(c) “ Change in Control ” means the occurrence of any one of the following events:(i) individuals who, on the Effective Date, constitute the Board (the “ Incumbent Directors ”) cease for any reason toconstitute at least a majority of the Board; provided that any person becoming a director subsequent to the Effective Date,whose election or nomination for election was approved by a vote of at least two-thirds of the directors who were, as of thedate of such approval, Incumbent Directors, shall be an Incumbent Director; provided , however , that no individual initiallyappointed, elected or nominated as a director of Olin pursuant to an actual or threatened election contest with respect todirectors or pursuant to any other actual or threatened solicitation of proxies or consents by or on behalf of any person otherthan the Board shall be deemed to be an Incumbent Director;(ii) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended(the “ Exchange Act ”), and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficialowner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Olinrepresenting 20% or more of the combined voting power of Olin’s then outstanding securities eligible to vote for the electionof the Board (the “ Olin Voting Securities ”); provided , however, that the event described in this Section 1(c)(ii) shall not bedeemed to be a Change in Control if such event results from any of the following: (A) the acquisition of Olin VotingSecurities by Olin or any of its subsidiaries, (B) the acquisition of Olin Voting Securities directly from Olin; (C) theacquisition of Olin Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by Olin or anyof its subsidiaries, (D) the acquisition of Olin Voting Securities by any underwriter temporarily holding securities pursuant toan offering of such securities, (E) the acquisition of Olin Voting Securities pursuant to a Non-Qualifying Transaction (asdefined in Section 1(c)(iii) of this Agreement) or (F) the acquisition of Olin Voting Securities by Executive or any group ofpersons including Executive (or any entity controlled by Executive or any group of persons including Executive);(iii) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transactioninvolving (A) Olin or (B) any of its subsidiaries pursuant to which, in the case of this clause (B), Olin Voting Securities areissued or issuable (any event described in the immediately preceding clause (A) or (B), a “ Reorganization ”) or the sale orother disposition of2all or substantially all of the assets of Olin to an entity that is not an affiliate of Olin (a “ Sale ”), unless immediatelyfollowing such Reorganization or Sale: (1) more than 50% of the total voting power (in respect of the election of directors, orsimilar officials in the case of an entity other than a corporation) of (x) Olin (or, if Olin ceases to exist, the entity resultingfrom such Reorganization), or, in the case of a Sale, the entity which has acquired all or substantially all of the assets of Olin(in either case, the “ Surviving Entity ”), or (y) if applicable, the ultimate parent entity that directly or indirectly hasbeneficial ownership of more than 50% of the total voting power (in respect of the election of directors, or similar officials inthe case of an entity other than a corporation) of the Surviving Entity (the “ Parent Entity ”), is represented by Olin VotingSecurities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by sharesinto which or for which such Olin Voting Securities were converted or exchanged pursuant to such Reorganization or Sale)with ownership of such Olin Voting Securities (or, if applicable, shares into which or for which such Olin Voting Securitieswere converted or exchanged pursuant to such Reorganization or Sale) continuing in substantially the same proportions as theownership of Olin Voting Securities immediately prior to consummation of such Reorganization or Sale (excluding anyoutstanding voting securities of the Surviving Entity or Parent Entity that are held immediately following the consummationof such Reorganization or Sale as a result of ownership prior to such consummation of voting securities of any corporation orother entity involved in or forming part of such Reorganization or Sale other than Olin or any of its wholly ownedsubsidiaries), (2) no person (other than any employee benefit plan (or related trust) sponsored or maintained by Olin, theSurviving Entity or the Parent Entity), is or becomes the beneficial owner, directly or indirectly, of 20% or more of the totalvoting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) ofthe outstanding voting securities of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and (3) at least amajority of the members of the Board following the consummation of the Reorganization or Sale were, at the time of theapproval by the Board of the execution of the initial agreement providing for such Reorganization or Sale (or, in the absenceof any such agreement, at the time of approval by the Board of such Reorganization or Sale), Incumbent Directors (anyReorganization or Sale which satisfies all of the criteria specified in (1), (2) and (3) above being deemed to be a “ Non-Qualifying Transaction ”); provided , however , that if, in connection with a Reorganization or Sale that would otherwise beconsidered a Change in Control pursuant to this Section 1(c)(iii), (I) the immediately preceding clause (3) is satisfied, (II) atleast seventy-five percent (75%) of the individuals who were executive officers (within the meaning of Rule 3b-7 under theExchange Act) of Olin immediately prior to consummation of such Reorganization or Sale become executive officers of theParent Entity (or, if there is no Parent Entity, the Surviving Entity) immediately following such Reorganization or Sale, and(III) the Incumbent Directors at the time of approval by the Board of such Reorganization or Sale determine in good faith thatsuch individuals are expected to remain executive officers for a significant period of time following such Reorganization orSale, then such directors shall be permitted to determine by at3least a two-thirds vote that such Reorganization or Sale shall not constitute a Change in Control for purposes of this Section1(c)(iii); or(iv) the stockholders of Olin approve a plan of complete liquidation or dissolution of Olin.Notwithstanding the foregoing, if any person becomes the beneficial owner, directly or indirectly, of 20% or more of the combinedvoting power of Olin Voting Securities solely as a result of the acquisition of Olin Voting Securities by Olin which reduces thenumber of Olin Voting Securities outstanding, such increased amount shall be deemed not to result in a Change in Control; provided, however , that if such person subsequently becomes the beneficial owner, directly or indirectly, of additional Olin Voting Securitiesthat increases the percentage of outstanding Olin Voting Securities beneficially owned by such person, a Change in Control of Olinshall then be deemed to occur.(d) “ Change in Control Severance ” means two times the sum of:(i) twelve months of Executive’s then current monthly salary (without taking into account any reductions whichmay have occurred at or after the date of a Change in Control); plus(ii) an amount equal to the greater of (A) Executive’s average annual award actually paid in cash (or, in the eventthat the award in respect of the calendar year immediately prior to the year in which the date of Termination occurs has notyet been paid, the amount of such award that would have been payable in cash in the year in which the date of Terminationoccurs had Executive not incurred a Termination) under Olin’s short-term annual incentive compensation plans or programs(“ ICP ”) (including zero if nothing was paid or deferred but including any portion thereof Executive has elected to defer and,for the avoidance of doubt, excluding any portion of an annual award that Executive does not have a right to receive currentlyin cash) in respect of the three calendar years immediately preceding the calendar year in which the date of Terminationoccurs (or if Executive has not participated in ICP for such three completed calendar years, the average of any such awards inrespect of the shorter period of years in which Executive was a participant) and (B) Executive’s then current ICP standardannual award in respect of the year in which the date of Termination occurs.(e) “ Termination ” means:(i) Executive is discharged by Olin, upon or following a Change in Control, other than for Cause and other than dueto Executive’s death or disability (which will be deemed to occur if Executive becomes eligible to commence immediatereceipt of disability benefits under the terms of Olin’s long-term disability plan); or(ii) Executive terminates Executive’s employment in the event that upon or following a Change in Control:4(A) (1) Olin requires Executive to relocate Executive’s principal place of employment by more than fifty(50) miles from the location in effect immediately prior to the Change in Control and such relocation increases thecommuting distance, on a daily basis, between Executive’s residence at the time of relocation and principal place ofemployment or (2) Olin requires Executive to travel on business to a substantially greater extent than, and inconsistentwith, Executive’s travel requirements prior to the Change in Control (taking into account the number and/or duration(both with respect to airtime and overall time away from home) of such travel trips following the Change in Controlas compared to a comparable period prior to the Change in Control);(B) Olin reduces Executive’s base salary or fails to increase Executive’s base salary on a basis consistent (asto frequency and amount) with Olin’s salary system for executive officers as in effect immediately prior to theChange in Control;(C) Olin fails to continue Executive’s participation in Olin’s incentive compensation plans (including,without limitation, short-term and long-term cash and stock incentive compensation) on substantially the same basis,both in terms of (1) the amount of the benefits provided (other than due to Olin’s or a relevant operation’s or businessunit’s financial or stock price performance; provided that such performance is a relevant criterion under such plan)and (2) the level of Executive’s participation relative to other participants as exists immediately prior to the Change inControl; provided that with respect to annual and long-term incentive compensation plans, the basis with which theamount of benefits and level of participation of Executive shall be compared shall be the average benefit opportunityawarded to Executive under the relevant plan during the three completed fiscal years immediately preceding the yearin which the date of Termination occurs (or if Executive has not been employed by Olin for such three fiscal years,the average benefit awarded to Executive under the relevant plan during the shorter period of fiscal years duringwhich Executive was employed by Olin);(D) Olin fails to substantially maintain its health, welfare and retirement benefit plans as in effectimmediately prior to the Change in Control, unless arrangements (embodied in an on-going substitute or alternativeplan) are then in effect to provide benefits that are substantially similar to those in effect immediately prior to theChange in Control; or(E) (1) Executive is assigned any duties inconsistent in any adverse respect with Executive’s position(including status, offices, titles and reporting lines), authority, duties or responsibilities immediately prior to theChange in Control or (2) Olin takes any action that results in a diminution in such position (including status, offices,titles and reporting lines), authority, duties or responsibilities or in a substantial reduction in any of the resourcesavailable to carry out any of Executive’s authorities,5duties or responsibilities from those resources available immediately prior to the Change in Control.Notwithstanding anything to the contrary contained herein, Executive will not be entitled to terminate employment and receive thepayments and benefits set forth in Sections 4 and 5 of this Agreement as the result of the occurrence of any event specified in theforegoing clause (ii) (each such event, a “ Good Reason Event ”) unless, within 90 days following the occurrence of such event,Executive provides written notice to Olin of the occurrence of such event, which notice sets forth the exact nature of the event andthe conduct required to cure such event. Olin will have 30 days from the receipt of such notice within which to cure; provided thatsuch 30-day period to cure shall terminate in the event that Olin informs Executive that it does not intend to cure such event (suchperiod, whether 30 days or less, the “ Cure Period ”). If, during the Cure Period, such event is remedied, then Executive will not bepermitted to terminate employment and receive the payments and benefits set forth in Sections 4 and 5 of this Agreement as a resultof such Good Reason Event. If, at the end of the Cure Period, the Good Reason Event has not been remedied, Executive will beentitled to terminate employment as a result of such Good Reason Event during the 45-day period that follows the end of the CurePeriod. If Executive terminates employment during such 45-day period, so long as Executive delivered the written notice to Olin ofthe occurrence of the Good Reason Event at any time prior to the expiration of this Agreement, for purposes of the payments,benefits and other entitlements set forth in Sections 4 and 5 of this Agreement, the termination of Executive’s employment pursuantthereto shall be deemed to be a Termination before the expiration of this Agreement. If Executive does not terminate employmentduring such 45-day period, Executive will not be permitted to terminate employment and receive the payments and benefits set forthin Sections 4 and 5 of this Agreement as a result of such Good Reason Event.If (x) Executive’s employment is terminated prior to a Change in Control for reasons that would have constituted a Termination ifthey had occurred upon or following a Change in Control, (y) Executive reasonably demonstrates that such termination ofemployment (or event described in clause (ii) above) occurred at the request of a third party who had indicated an intention or takensteps reasonably calculated to effect a Change in Control and (z) a Change in Control involving such third party (or a partycompeting with such third party to effectuate a Change in Control) does occur within two years following the date of Executive’stermination of employment, then for purposes of this Agreement, the date immediately preceding the date of such termination ofemployment (or event described in clause (ii) above) shall be treated as the date of the Change in Control, except that for purposes ofdetermining Executive’s entitlement to payments and benefits described in Sections 4 and 5 of this Agreement and the timing of suchpayments and benefits, the date of the actual Change in Control shall be treated as the Executive’s date of termination ofemployment. In the event that Executive’s employment terminates under the circumstances described in clauses (x), (y) and (z) ofthe preceding sentence (any such termination, an “ Anticipatory Termination ”), such termination will be considered a Terminationfor purposes of this Agreement, and Executive will be entitled to receive the payments and benefits described in Sections 4 and 5 ofthis Agreement; provided that any such payments and benefits due under Sections 4 and 5 of this Agreement shall be reduced by thepayments and benefits Executive has already received6pursuant to any applicable employment, severance or termination agreement, plan, arrangement or policy (collectively, the “ OtherArrangements ”) in respect of Executive’s termination of employment with Olin, and the remainder of the payments and benefitspayable pursuant to the Other Arrangements shall be forfeited. For purposes of implementing the terms of Section 5(f) of thisAgreement in the event of an Anticipatory Termination, all outstanding and unvested stock options, restricted stock and other equity-based awards (including, without limitation, performance shares) that Executive holds on the date of the Anticipatory Terminationshall be deemed to remain outstanding until the date of the Change in Control (but in the case of any stock options, not beyond thedate that such stock options would have expired if Executive had remained continuously employed from the date of the AnticipatoryTermination until the date of the Change in Control) and become immediately vested and exercisable as of the date of the Change inControl.SECTION 2. Entire Agreement; Prior Agreements. This Agreement (together with any Other Arrangements) setsforth the entire understanding between Executive and Olin with respect to the subject matter hereof and thereof. All oral or writtenagreements or representations, express or implied, with respect to the subject matter of this Agreement are set forth in thisAgreement and any Other Arrangements. All prior agreements, understandings and obligations (whether written, oral, express orimplied) between Executive and Olin with respect to the subject matter hereof are terminated as of the date hereof and aresuperseded by this Agreement. Notwithstanding the foregoing, the provisions of Section 8 of this Agreement shall not supersede anyother agreements, understandings or obligations between Executive and Olin with respect to the subject matter thereof, which shallremain in full force and effect in accordance with their terms and, for the avoidance of doubt, Executive hereby acknowledges andagrees that the restrictive covenants under Section 8 of this Agreement shall operate independently of, and shall be in addition to,any similar restrictive covenants to which Executive may be subject pursuant to any other agreement or understanding between Olinand Executive.SECTION 3. Term; Executive’s Duties. (a) This Agreement expires at the close of business on January 26, 2019;provided that beginning on January 26, 2017 and on each January 26 thereafter (any such January 26 being referred to herein as a “Renewal Date ”) the term of this Agreement shall be extended for one additional year unless Olin has provided Executive withwritten notice at least 90 days in advance of the immediately succeeding Renewal Date that the term of this Agreement shall not beso extended; provided , however , that if a Change in Control has occurred prior to the date on which this Agreement expires, thisAgreement shall not expire prior to three years following the date of the Change in Control; provided , further , that the expiration ofthis Agreement will not affect any of Executive’s rights resulting from a Termination prior to such expiration. In the event ofExecutive’s death while employed by Olin, this Agreement shall terminate and be of no further force or effect on the date ofExecutive’s death. Executive’s death will not affect any of Executive’s rights resulting from a Termination prior to death.(b) During the period of Executive’s employment by Olin, Executive shall devote Executive’s full time effortsduring normal business hours to Olin’s business and7affairs, except during vacation periods in accordance with Olin’s vacation policy and periods of illness or incapacity. Nothing in thisAgreement will preclude Executive from devoting reasonable periods required for service as a director or a member of anyorganization involving no conflict of interest with Olin’s interest; provided that no additional position as a director or member shallbe accepted by Executive during the period of Executive’s employment with Olin without its prior consent.SECTION 4. Change in Control Severance Payment. (a) Subject to Section 4(b) of this Agreement and theremainder of this Section 4(a), in the event of a Termination occurring before the expiration of this Agreement, Olin will payExecutive a lump sum in an amount equal to the Change in Control Severance. The payment of the Change in Control Severancewill be made on the 60th day after the date of Termination; provided that no such amount shall be payable to Executive unless, on orprior to the 59th day following the date of Termination the Release Requirement (as defined in Section 7 of this Agreement) hasbeen satisfied.(b) Notwithstanding Section 4(a) of this Agreement, if Executive would otherwise have been required by Olinpolicy to retire at the applicable age specified in Olin’s mandatory retirement policy for specified job positions, as in effect on thedate of Termination (the “ Mandatory Retirement Age ”), then if the date upon which Executive would have attained the MandatoryRetirement Age falls during the 24-month period following the date of Termination, the amount payable pursuant to Section 4(a) ofthis Agreement shall be reduced to the amount equal to the product of (i) the Change in Control Severance, multiplied by (ii) afraction, the numerator of which is the number of days from the date of Termination through and including the date upon whichExecutive would have attained the Mandatory Retirement Age and the denominator of which is 730.(c) If on the date of Termination, Executive is eligible and is receiving payments under any then existing disabilityplan of Olin or its subsidiaries and affiliates, then Executive agrees that all payments under such disability plan may, and will be,suspended and offset (subject to applicable law) for 24 months (or, if earlier, until Executive would have attained the MandatoryRetirement Age) following the date of Termination. If, after such period, Executive remains eligible to receive disability payments,then such payments shall resume in the amounts and in accordance with the provisions of the applicable disability plan of Olin or itssubsidiaries and affiliates.SECTION 5. Other Benefits. (a) If Executive becomes entitled to payment under Section 4(a) or 4(b) of thisAgreement, as applicable, then Executive will receive 24 months of retirement contributions to all Olin qualified and non-qualifieddefined contribution plans for which Executive was eligible at the time of Termination, it being understood that Executive shall bepermitted to receive payments from Olin’s plans (assuming Executive otherwise qualifies to receive such payments, is permitted todo so under the applicable plan terms and elects to do so), during the period that Executive is receiving payments pursuant toSection 4(a) of this Agreement). Such contributions shall be based on the amount of the Change in Control Severance. Suchcontributions shall, subject to Executive’s satisfaction of the Release Requirement, be paid in a lump sum on the 60th day after thedate of Termination. For 24 months from the date of Termination,8Executive (and Executive’s covered dependents) will continue to enjoy coverage on the same basis as a similarly situated activeemployee under all Olin medical, dental, and life insurance plans to the extent Executive was enjoying such coverage immediatelyprior to Termination. Executive’s entitlement to insurance continuation coverage under the Consolidated Omnibus BudgetReconciliation Act of 1985 would commence at the end of the period during which insurance coverage is provided under thisAgreement without offset for coverage provided hereunder. Executive shall accrue no vacation during the 24 months following thedate of Termination but shall be entitled to payment for accrued and unused vacation for the calendar year in which Terminationoccurs. If Executive receives the Change in Control Severance (including the amount referred to in Section 1(d)(ii) of thisAgreement), Executive shall not be entitled to an ICP award for the calendar year of Termination if Termination occurs during thefirst calendar quarter. Even if Executive receives the Change in Control Severance (including the amount referred to in Section 1(d)(ii) of this Agreement), if Termination occurs during or after the second calendar quarter, Executive shall be entitled to a proratedICP award for the calendar year of Termination which shall be determined by multiplying Executive’s then current ICP standardannual award by a fraction, the numerator of which is the number of weeks in the calendar year prior to Termination and thedenominator of which is 52. Executive shall accrue no ICP award following the date of Termination. The accrued vacation pay and,subject to satisfaction of the Release Requirement, ICP award, if any, shall be paid in a lump sum on or prior to the 60th day after thedate of Termination.(b) Notwithstanding the foregoing Section 5(a) of this Agreement, no such insurance coverage or retirementcontributions will be afforded by this Agreement with respect to any period after the date upon which Executive would haveattained the Mandatory Retirement Age.(c) In the event of a Termination, Executive will be entitled at Olin’s expense to outplacement counseling andassociated services in accordance with Olin’s customary practice at the time or, if more favorable to Executive, in accordance withsuch practice immediately prior to the Change in Control, with respect to its senior executives who have been terminated other thanfor Cause. It is understood that the counseling and services contemplated by this Section 5(c) are intended to facilitate the obtainingby Executive of other employment following a Termination, and payments or benefits by Olin in lieu thereof will not be available toExecutive. The outplacement services will be provided for a period of 12 months beginning within 10 days following the date thatthe Release Requirement is satisfied.(d) If Executive becomes entitled to the payment under Section 4(a) of this Agreement, then at the end of the periodfor insurance coverage provided in accordance with Section 5(a) of this Agreement, if Executive at such time has satisfied theeligibility requirements to participate in Olin’s post-retirement medical and dental plan, Executive shall be entitled to continue inOlin’s medical and dental coverage (including dependent coverage) on the same basis as a similarly situated active employee untilExecutive reaches age 65; provided that if Executive obtains other employment which offers medical or dental coverage toExecutive and Executive’s dependents, Executive shall enroll in such medical or dental coverage, as the case may be, and thecorresponding coverage provided to Executive hereunder shall be secondary9coverage to the coverage provided by Executive’s new employer so long as such employer provides Executive with such coverage.(e) If there is a Change in Control, Olin shall not reduce or diminish the insurance coverage or benefits which areprovided to Executive under Section 5(a) or 5(d) of this Agreement during the period Executive is entitled to such coverage;provided that Executive makes the premium payments required by active employees generally for such coverage, if any, under theterms and conditions of coverage applicable to Executive.(f) Notwithstanding any provision to the contrary in any long-term incentive plan maintained by Olin or anyapplicable award agreement thereunder (collectively, the “ Equity Award Documents ”) and except as otherwise provided in thisSection 5(f), all outstanding stock options, restricted stock and other equity awards held by Executive (other than any performanceshare award), regardless of whether granted before, at or after the Change in Control, shall not automatically become fully vestedand immediately exercisable, as the case may be, upon the occurrence of a “change in control” (as such term, or any similar term, isused in any applicable Equity Award Document) and, instead, each such award shall continue to vest in accordance with its termsfollowing a Change in Control; provided that subject to Executive’s satisfaction of the Release Requirement, such awards shallbecome fully vested (without pro-ration) and immediately exercisable, as the case may be, as of a Termination. Notwithstanding theforegoing sentence, unless provision is made in connection with a Change in Control for (i) assumption of such awards or (ii)substitution of such awards for new awards covering stock of a successor corporation or its “parent corporation” (as defined inSection 424(e) of the Code) or “subsidiary corporation” (as defined in Section 424(f) of the Code) with appropriate adjustments asto the number and kinds of shares and exercise prices (if applicable) that preserve the material terms and conditions of such awardsas in effect immediately prior to the Change in Control (including, without limitation, with respect to the vesting schedules, theintrinsic value of the awards as of the Change in Control and transferability of the shares underlying such awards), all such awardsshall become fully vested and immediately exercisable, as the case may be, as of immediately prior to the Change in Control.Notwithstanding anything in this Section 5(f) to the contrary and for the avoidance of doubt, in the event that payment of anyamount that would otherwise be paid pursuant to the immediately preceding sentence would result in a violation of Section 409A,then Executive’s rights to payment of such amount will become vested pursuant to such sentence and the amount of such paymentshall be determined as of the Change in Control, but such amount shall not be paid to Executive until the earliest time permittedunder Section 409A. Notwithstanding anything in this Agreement to the contrary, any performance share awards held by Executiveon the date of the Change in Control shall become vested in accordance with the terms of the applicable Equity Award Documents;provided that notwithstanding the terms of any applicable Equity Award Document, the term “change in control” (or any similarterm used in any applicable Equity Award Documents) shall have the meaning set forth in Section 1(c) of this Agreement.SECTION 6. Participation in Change in Control; Section 4999 of Internal Revenue Code. (a) In the event thatExecutive participates or agrees to participate by10loan or equity investment (other than through ownership of less than 1% of publicly traded securities of another company) in atransaction (referred to in this Section 6(a) as an “acquisition”) which would result in an event described in Section 1(c)(i) or (ii) ofthis Agreement, Executive must promptly disclose such participation or agreement to Olin, and such transaction will not beconsidered a Change in Control with respect to Executive for purposes of this Agreement.(b) Notwithstanding anything in this Agreement to the contrary, in the event that any payments or benefits thatcould be paid, provided or delivered under this Agreement would, when combined with all other payments or benefits that could bepaid, provided or delivered to Executive by Olin, any successor or any of their respective affiliates, are considered “parachutepayments” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the applicableTreasury regulations thereunder) (such payments and benefits, the “ Parachute Payments ”), then the aggregate amount of ParachutePayments to which Executive will be entitled shall equal the amount which produces the greatest after-tax benefit to Executive aftertaking into account any excise tax payable by Executive under Section 4999 of the Code (the “ Excise Tax ”). For the avoidance ofdoubt, this provision will reduce the amount of Parachute Payments otherwise payable to Executive, only if doing so would placeExecutive in a better net after-tax economic position as compared with not doing so (taking into account the Excise Tax payable inrespect of such Parachute Payments). In such event, Olin shall reduce or eliminate the Parachute Payments by first reducing oreliminating the portion of the Parachute Payments that are payable in cash and then by reducing or eliminating the non-cash portionof the Parachute Payments, in each case, in reverse order beginning with payments or benefits which are to be paid the furthest inthe future; provided , however , that for purposes of the foregoing sequence, any amounts that are payable with respect to equity-based or equity-related awards (whether payable in cash or in kind) shall be deemed to be a non-cash portion of the ParachutePayments. All determinations to be made hereunder shall be made, at Olin’s expense, by a nationally recognized certified publicaccounting firm (the “ Accounting Firm ”) selected by Olin. To the extent that, based on the Accounting Firm's determination, theParachute Payments are required to be reduced or eliminated, Olin shall provide Executive with prior written notice of any suchreduction or elimination and shall, upon a written request made by Executive within five days of receiving such notification,provide Executive and Executive’s tax advisors with the opportunity to review the calculations prepared by the Accounting Firmand discuss such calculations with Olin.SECTION 7. Release. Executive shall not be entitled to receive (or continue in the case of health and other welfarebenefits) any of the payments or benefits set forth in Sections 4 and 5 of this Agreement unless Executive executes a release ofclaims (in the form of Exhibit A hereto, subject to any modifications required to comply with applicable laws) in favor of Olin andothers set forth in Exhibit A relating to all claims or liabilities of any kind relating to Executive’s employment with Olin or anaffiliate and the termination of such employment and, on or prior to the 59 th day following the date of Termination, Executive hasnot revoked such Release and the revocation period thereunder has expired in accordance with its terms (the “ Release Requirement”).11SECTION 8. Restrictive Covenants. (a) As an inducement to Olin to provide the payments and benefits toExecutive hereunder, Executive acknowledges and agrees that, notwithstanding any provision to the contrary in any OtherArrangements, in the event of Executive’s Termination, Executive agrees to comply with the restrictions set forth in Sections 8(b)and (c) of this Agreement for a one-year period from the date of Termination (or, if earlier, until Executive would have attained theMandatory Retirement Age) (the “ Restriction Period ”); provided that if Executive’s employment is not terminated by reason of aTermination (and Executive therefore is not entitled to receive the payments and benefits set forth in Sections 4 and 5 of thisAgreement), then Executive need not comply with the restrictions set forth in Sections 8(b) and (c) of this Agreement.(b) Executive acknowledges and agrees that so long as Olin complies with its obligations to provide the paymentsrequired under this Agreement, notwithstanding any provision to the contrary in any Other Arrangements, Executive shall notduring the Restriction Period, directly or indirectly, for Executive or for any other person, corporation, partnership, soleproprietorship, entity or business: (i) employ or attempt to employ or enter into any contractual arrangement with any employee orformer employee of Olin, unless such employee or former employee has not been employed by Olin for a period in excess of sixmonths or (ii) make known the names and addresses of customers of Olin or any information relating in any manner to Olin’s tradeor business relationships with such customers. Notwithstanding anything in this Agreement to the contrary and for the avoidance ofdoubt, references in this Section 8(b) to “Olin” shall be deemed to refer to Olin and its subsidiaries and affiliates prior to a Changein Control.(c) During the Restriction Period, Executive shall not make any statement that intentionally disparages Olin or itsbusiness, services or products unless, in each case, in the context of a legal process (including without limitation, litigation betweenOlin and Executive), required governmental testimony or filings, any administrative or arbitral proceedings (including, withoutlimitation, arbitration between Olin and Executive) or as otherwise required by law. Notwithstanding the foregoing and subject toSection 8(d) of this Agreement, in no event shall Executive be prohibited from making truthful statements in response to questionsfrom a prospective future employer.(d) Executive acknowledges and agrees (whether or not Executive is subject to the restrictions set forth in Sections8(b) and (c) of this Agreement) not to disclose, either while in Olin’s employ or at any time thereafter, to any person not employedby Olin, or not engaged to render services to Olin, any confidential information obtained by Executive while in the employ of Olin,including, without limitation, trade secrets, know-how, improvements, discoveries, designs, customer and supplier lists, businessplans and strategies, forecasts, budgets, cost information, formulae, processes, manufacturing equipment, compositions, computerprograms, data bases and tapes and films relating to the business of Olin and its subsidiaries and affiliates (including majority-owned companies of such subsidiaries and affiliates); provided, however, that this provision shall not preclude Executive fromdisclosing information (i) known generally to the public (other than pursuant to Executive’s act or omission) or (ii) to the extentrequired by law or court order. Executive also agrees that12upon leaving Olin’s employ Executive will not take with Executive, without the prior written consent of an officer authorized to actin the matter by the Board, any drawing, blueprint, specification or other document of Olin, its subsidiaries or affiliates, which is ofa confidential nature relating to Olin, its subsidiaries or affiliates, including, without limitation, relating to its or their methods ofdistribution, or any description of any formulae or secret processes. Notwithstanding the foregoing, nothing in this Agreement shallprevent Executive from exercising any legally protected whistleblower rights (including under Rule 21F under the SecuritiesExchange Act of 1934, as amended).(e) Executive acknowledges and agrees that (i) the restrictive covenants contained in this Section 8 are reasonablynecessary to protect the legitimate business interests of Olin, and are not overbroad, overlong, or unfair and are not the result ofoverreaching, duress or coercion of any kind, (ii) Executive’s full, uninhibited and faithful observance of each of the covenantscontained in this Section 8 will not cause Executive any undue hardship, financial or otherwise, and that enforcement of each of thecovenants contained herein will not impair Executive’s ability to obtain employment commensurate with Executive’s abilities andon terms fully acceptable to Executive or otherwise to obtain income required for the comfortable support of Executive andExecutive’s family and the satisfaction of the needs of Executive’s creditors and (iii) the restrictions contained in this Section 8 areintended to be, and shall be, for the benefit of and shall be enforceable by, Olin’s successors and permitted assigns.(f) Executive acknowledges and agrees that any violation of the provisions of this Section 8 would cause Olinirreparable damage and that if Executive breaches or threatens to breach such provisions, Olin shall be entitled, in addition to anyother rights and remedies Olin may have at law or in equity, to obtain specific performance of such covenants through injunction orother equitable relief from a court of competent jurisdiction, without proof of actual damages and without being required to postbond.(g) In the event that any arbitrator or court of competent jurisdiction shall finally hold that any provision of thisAgreement (whether in whole or in part) is void or constitutes an unreasonable restriction against Executive, such provision shallnot be rendered void but shall be deemed to be modified to the minimum extent necessary to make such provision enforceable forthe longest duration and the greatest scope as such arbitrator or court may determine constitutes a reasonable restriction under thecircumstances.SECTION 9. Successors; Binding Agreement. (a) Olin will require any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of Olin, by agreement, in form andsubstance satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the sameextent that Olin would be required to perform if no such succession had taken place. Failure of Olin to obtain such assumption andagreement prior to the effectiveness of any such succession will be a breach of this Agreement and entitle Executive to compensationfrom Olin in the same amount and on the same terms as Executive would be entitled to hereunder had a Termination occurred on thesuccession date. Except as otherwise set forth in Section 8(b) of this Agreement,13as used in this Agreement, “Olin” means Olin as defined in the preamble to this Agreement and any successor to its business orassets which executes and delivers the agreement provided for in this Section 9 or which otherwise becomes bound by all the termsand provisions of this Agreement by operation of law or otherwise.(b) This Agreement shall be enforceable by Executive’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees.Section 10. Notices. For the purpose of this Agreement, notices and all other communications provided for hereinshall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certifiedmail, return receipt requested, postage prepaid, addressed as follows:If to Executive :[●]If to Olin :Olin Corporation190 Carondelet PlazaSuite 1530Clayton, MO 63105-3443Attention: Corporate Secretaryor to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices ofchange of address shall be effective only upon receipt.SECTION 11. Governing Law. The validity, interpretation, construction and performance of this Agreement shallbe governed by the laws of the Commonwealth of Virginia (without giving effect to its principles of conflicts of law).SECTION 12. Counterparts. This Agreement may be executed in one or more counterparts (including via facsimileand portable document format (PDF)), each of which shall be deemed to be an original but all of which together will constitute oneand the same Agreement.SECTION 13. No Mitigation. Executive will not be required to mitigate the amount of any payment provided for inthis Agreement by seeking other employment or otherwise, nor shall any compensation received by Executive from a third partyreduce such payment except as explicitly provided in this Agreement. Except as may otherwise be expressly provided herein,nothing in this Agreement will be deemed to reduce or limit the rights which Executive may have under any employee benefit plan,policy or arrangement of Olin and its subsidiaries and affiliates. Except as expressly provided in this Agreement and subject toSection 19(b) of this Agreement, payments made pursuant to this Agreement shall not be affected by any set-off, counterclaim,recoupment, defense or other claim which Olin and its subsidiaries and affiliates may have against Executive.14SECTION 14. Withholding of Taxes. Olin may withhold from any benefits payable under this Agreement allfederal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.SECTION 15. Non-assignability. This Agreement is personal in nature and neither of the parties hereto shall,without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder, except as provided inSection 9 of this Agreement. Without limiting the foregoing, Executive’s right to receive payments hereunder shall not be assignableor transferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by will or by the laws of descentor distribution, and, in the event of any attempted assignment or transfer by Executive contrary to this Section 15, Olin shall have noliability to pay any amount so attempted to be assigned or transferred.SECTION 16. No Employment Right. This Agreement shall not be deemed to confer on Executive a right tocontinued employment with Olin.SECTION 17. Disputes/Arbitration. (a) Any dispute or controversy arising under or in connection with thisAgreement shall be settled exclusively by arbitration at Olin’s corporate headquarters in accordance with the rules of the AmericanArbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided,however, that Executive shall be entitled to seek specific performance of Executive’s right to be paid during the pendency of anydispute or controversy arising under or in connection with this Agreement.(b) Olin shall pay all reasonable legal fees and expenses, as they become due, which Executive may incur prior tothe third anniversary of the expiration of this Agreement in connection with this Agreement through arbitration or otherwise unlessthe arbitrator determines that Executive had no reasonable basis for Executive’s claim or was acting in bad faith; provided that legalfees and expenses payable hereunder shall include legal fees and expenses incurred by Executive, whether prior to or after theexpiration of this Agreement, in defending against an alleged breach of the restrictive covenants set forth in Section 8 of thisAgreement, unless Olin is able to establish that Executive was acting in bad faith and that such restrictive covenants were in factbreached. Should Olin dispute the entitlement of Executive to such fees and expenses, the burden of proof shall be on Olin toestablish that Executive had no reasonable basis for Executive’s claim or was acting in bad faith.(c) If any payment which is due to Executive hereunder has not been paid within ten (10) days of the date on whichsuch payment was due, Executive shall be entitled to receive interest thereon from the due date until paid at an annual rate ofinterest equal to the Prime Rate reported in the Wall Street Journal, Northeast Edition, on the last business day of the monthpreceding the due date, compounded annually.SECTION 18. Miscellaneous. (a) Except as specifically provided in Section 19(f) of this Agreement, no provisionsof this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writingsigned by Executive and Olin. No waiver by either party hereto at any time of15any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by suchother party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.(b) The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity orenforceability of any other provisions of this Agreement, which shall remain in full force and effect to the fullest extent permittedby law.(c) Executive may not cumulate the benefits provided under this Agreement with any severance or similar benefits(“ Other Severance Benefits ”) that Executive may be entitled to by agreement with Olin (including, without limitation, pursuant toany Other Arrangements) or under applicable law in connection with the termination of Executive’s employment. Subject to Section19(b) of this Agreement, to the extent that Executive receives any Other Severance Benefits, then the payments and benefits payablehereunder to Executive shall be reduced by a like amount. To the extent Olin is required to provide payments or benefits toExecutive under the Worker Adjustment and Retraining Notification Act (or any state, local or foreign law relating to severance ordismissal benefits), the benefits payable hereunder shall be first applied to satisfy such obligation.SECTION 19. Section 409A; 105(h). (a) It is intended that the provisions of this Agreement comply with Section409A of the Code and the regulations thereunder as in effect from time to time (collectively, “ Section 409A ”), and all provisions ofthis Agreement shall be construed and interpreted either to (i) exempt any compensation from the application of Section 409A or (ii)comply with the requirements for avoiding taxes and penalties under Section 409A.(b) Neither Executive nor any of Executive’s creditors or beneficiaries shall have the right to subject any deferredcompensation (within the meaning of Section 409A) payable under this Agreement or under any other plan, policy, arrangement oragreement of or with Olin or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the “Olin Plans ”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except aspermitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to Executive or forExecutive’s benefit under any Olin Plan may not be reduced by, or offset against, any amount owing by Executive to Olin or any ofits affiliates.(c) If, at the time of Executive’s separation from service (within the meaning of Section 409A), (i) Executive shallbe a specified employee (within the meaning of Section 409A and using the identification methodology selected by Olin from timeto time) and (ii) Olin shall make a good faith determination that an amount payable under an Olin Plan constitutes deferredcompensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delayrule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then Olin (or its affiliate, as applicable) shallnot pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, withoutinterest, on the first business day after such six-month period.16(d) To the extent required by Section 409A, any payment or benefit that would be considered deferredcompensation subject to, and not exempt from, Section 409A, payable or provided upon a termination of Executive’s employmentshall only be paid or provided to Executive upon his separation from service (within the meaning of Section 409A).(e) Except as specifically permitted by Section 409A, the amounts of any benefits and reimbursements provided tothe Executive under this Agreement during any tax year of Executive (“ Executive Tax Year ”) shall not affect the amounts of anybenefits and reimbursements to be provided to Executive under this Agreement in any other Executive Tax Year, and the right tosuch benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance withTreas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Furthermore, any reimbursement payments for any non-taxexpenses provided to Executive under this Agreement shall be made to Executive as soon as practicable following the date that theapplicable expense is incurred, but in no event later than the last day of Executive Tax Year following the Executive Tax Year inwhich the applicable expense is incurred, and any reimbursement payments for any taxes provided to Executive under thisAgreement shall be made to Executive no later than the last day of the Executive Tax Year following the Executive Tax Year inwhich the related taxes are remitted.(f) Notwithstanding any provision of this Agreement or any other Olin Plan to the contrary, in light of theuncertainty with respect to the proper application of Section 409A, Olin reserves the right to make amendments to this Agreementand any other Olin Plan as Olin deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. Inany case, Executive is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Executiveor for Executive’s account in connection with any Olin Plan (including any taxes and penalties under Section 409A), and neitherOlin nor any affiliate shall have any obligation to indemnify or otherwise hold Executive harmless from any or all of such taxes orpenalties.(g) For purposes of Section 409A, each installment of any payments made under this Agreement will be deemed tobe a separate payment as permitted under Treas. Reg. Section 1.409A-2(b)(2)(iii).(h) Notwithstanding any provision of this Agreement to the contrary, to the extent necessary to satisfy Section105(h) of the Code, Olin will be permitted to alter the manner in which health or other welfare benefits are provided to Executivefollowing the date of Termination; provided that the after-tax cost to Executive of such benefits shall not be greater than the costsapplicable to similarly situated executives of Olin who have not terminated employment.[ remainder of this page intentionally left blank ]17IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day andyear first above set forth. OLIN CORPORATIONBy: Name: Title: EXECUTIVE [Name]18Exhibit ARELEASEPursuant to the terms of the Executive Change in Control Agreement (the “ Agreement ”) entered into on [●], among[●] (“ Executive ”) and Olin Corporation (“ Olin ”) and in exchange for the payments and benefits provided under the Agreement,Executive, for himself, his family, his attorneys, agents, descendants, heirs, legatees, executors, personal administrators, guardians,personal representatives, hereby releases and discharges Olin and its past, present and future shareholders, subsidiaries, affiliates,agents, directors, officers, employees, representatives, principals, attorneys, insurers, predecessors, successors, assigns and allpersons acting by, through, under or in concert with Olin and its subsidiaries or affiliates (collectively referred to as the “ ReleasedParties ”), from any and all non-statutory claims, obligations, debts, liabilities, demands, actions, causes of action, suits, accounts,covenants, contracts, agreements and damages whatsoever of every name and nature, known and unknown, which Executive everhad, or now has, against the Released Parties to the date of this Release, both in law and equity, arising out of or in any way relatedto Executive’s employment with Olin and its subsidiaries and affiliates or the termination of that employment, including any claimsthat Executive is entitled to any compensation or benefits from any Released Party. The claims Executive releases include, but arenot limited to, claims that the Released Parties:(a) discriminated against Executive on the basis of race, color, sex (including claims of sexual harassment), nationalorigin, ancestry, disability, religion, sexual orientation, marital status, parental status, veteran status, source of income, entitlementto benefits, union activities, age or any other claim or right Executive may have under the Civil Rights Act of 1964, the AgeDiscrimination in Employment Act, the Older Workers Benefit Protection Act, or any other status protected by local, state orFederal laws, constitutions, regulations, ordinances or executive orders;(b) failed to give proper notice of this employment termination under the Worker Adjustment and RetrainingNotification Act, or any similar state or local statute or ordinance;(c) violated any other Federal, state or local employment statute, such as the Employee Retirement Income SecurityAct of 1974, as amended, which, among other things, protects employee benefits; the Fair Labor Standards Act, which regulateswage and hour matters; the Family and Medical Leave Act, which requires employers to provide leaves of absence under certaincircumstances; Title VII of the Civil Rights Act of 1964; the Americans With Disabilities Act; the Rehabilitation Act; theOccupational Safety and Health Act; and any other Federal, state or local laws relating to employment;(d) violated the Released Parties’ personnel policies, handbooks, any covenant of good faith and fair dealing, or anycontract of employment between Executive and any of the Released Parties;A-1(e) violated public policy or common law, including claims for personal injury, invasion of privacy, retaliatorydischarge, negligent hiring, retention or supervision, defamation, intentional or negligent infliction of emotional distress and/ormental anguish, intentional interference with contract, negligence, detrimental reliance, loss of consortium to Executive or anymember of Executive’s family and/or promissory estoppel; or(f) are in any way obligated for any reason to pay damages, expenses, litigation costs (including attorneys’ fees),bonuses, commissions, disability benefits, compensatory damages, punitive damages and/or interest.Notwithstanding the forgoing, Executive is not prohibited from making or asserting (i) any claim or right under stateworkers’ compensation or unemployment laws, (ii) Executive’s rights as an insured under any director’s and officer’s liabilityinsurance policy now or previously in force or (iii) any claim or right which by law cannot be waived, including Executive’s rights tofile a charge with an administrative agency or to participate in an agency investigation, including but not limited to the right to file acharge with, or participate in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission (“EEOC ”). Executive waives, however, the right to recover money if any Federal, state or local government agency, including but notlimited to the EEOC, pursues a claim on Executive’s behalf or on behalf of a class to which Executive may belong that arises out ofor relates to Executive’s employment or severance from employment. In addition, this Release does not constitute a waiver or releaseof any of Executive’s rights to payments or benefits pursuant to the Agreement or any accrued benefit under any employee benefitplan, program or arrangement of the Released Parties. Notwithstanding the foregoing, nothing in this Release shall prevent Executivefrom exercising any legally protected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934, asamended).For the purpose of giving a full and complete release, Executive understands and agrees that this Release includes allclaims that Executive may now have but does not know or suspect to exist in Executive’s favor against the Released Parties, and thatthis Release extinguishes those claims. Notwithstanding the foregoing, the waiver and release provisions set forth in this Release arenot an attempt to cause Executive to waive or release rights or claims that may arise after the date this Release is executed.Acknowledgments .Executive affirms that Executive has fully reviewed the terms of this Release, affirms that Executive understands its terms,and states that Executive is entering into this Release knowingly, voluntarily and in full settlement of all claims whichexisted in the past or which currently exist, that arise out of Executive’s employment with Olin or Executive’stermination of employment.A-2Executive acknowledges that Executive has had at least 21 days to consider this Release thoroughly, and has beenspecifically advised to consult with an attorney, if Executive wishes, before signing below.If Executive signs and returns this Release before the end of the 21-day period, Executive certifies that Executive’sacceptance of a shortened time period is knowing and voluntary, and that Olin did not improperly encourageExecutive to sign through fraud, misrepresentation, a threat to withdraw or alter the offer before the 21-day periodexpires, or by providing different terms to other employees who sign the release before such time period expires.Executive understands that Executive may revoke this Release within seven days after Executive signs it. Executive’srevocation must be in writing and submitted within such seven-day period.If Executive does not revoke this Release within the seven-day period, it becomes effective and irrevocable on the eighth dayafter execution. Executive further understands that if Executive revokes this Release, Executive will not be eligible toreceive the payments and benefits covered in Sections 4 and 5 of the Agreement.Executive acknowledges that the waiver and release provisions set forth in this Release are in exchange for good andvaluable consideration that is in addition to anything of value to which Executive was already entitled. Olin has advised Executivethat it is in Executive’s best interest to consult with an attorney prior to executing this Release.Date: By: A-3Exhibit 10(p)OLIN CORPORATIONAMENDED AND RESTATED1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS(Codified to reflect amendments adopted through February 26, 2016)1. Purpose. The purpose of the Olin Corporation 1997 Stock Plan for Non-employee Directors (the “Plan”) is to promotethe long-term growth and financial success of Olin Corporation by attracting and retaining non-employee directors of outstandingability and by promoting a greater identity of interest between its non-employee directors and its shareholders.2. Definitions. The following capitalized terms utilized herein have the following meanings:“Board” means the Board of Directors of the Company.“Cash Account” means an account established under the Plan for a Non-employee Director to which cash meetingfees, Board Chairman fees, Lead Director fees, Committee Chair fees and retainers, or other amounts under the Plan, havebeen or are to be credited in the form of cash.“Change in Control” means the occurrence of any of the following events:(a) any person or Group acquires ownership of Olin’s stock that, together with stock held by such person or Group,constitutes more than 50% of the total fair market value or total voting power of Olin’s stock, (including an increase in thepercentage of stock owned by any person or Group as a result of a transaction in which Olin acquires its stock in exchangefor property, provided that the acquisition of additional stock by any person or Group deemed to own more than 50% of thetotal fair market value or total voting power of Olin’s stock on January 1, 2005, shall not constitute a Change in Control); or(b) any person or Group acquires (or has acquired during the 12-month period ending on the date of the most recentacquisition by such person or Group) ownership of Olin stock possessing 30% or more of the total voting power of Olinstock; or(c) a majority of the members of Olin’s board of directors is replaced during any 12-month period by directorswhose appointment or election is not endorsed by a majority of the members of Olin’s board of directors prior to the date ofthe appointment or election; or(d) any person or Group acquires (or has acquired during the 12-month period ending on the date of the most recentacquisition by such person or Group) assets from Olin that have a total Gross Fair Market Value equal to 40% or more of thetotal GrossFair Market Value of all Olin assets immediately prior to such acquisition or acquisitions, provided that there is no Change inControl when Olin’s assets are transferred to:(i) a shareholder of Olin (immediately before the asset transfer) in exchange for or with respect to Olinstock;(ii) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, byOlin;(iii) a person or Group that owns, directly or indirectly, 50% or more of the total value or voting power of alloutstanding Olin stock; or(iv) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by aperson described in paragraph (iii).For purposes of this paragraph (d), a person’s status is determined immediately after the transfer of the assets. For example, atransfer to a corporation in which Olin has no ownership interest before the transaction, but which is a majority-ownedsubsidiary of Olin after the transaction, is not a Change in Control.“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any applicable rules,regulations and/or other guidance thereunder. A reference to any provision of the Code shall include reference to anysuccessor provision of the Code.“Committee” means the Compensation Committee (or its successor) of the Board.“Common Stock” means the Company’s Common Stock, $1.00 par value per share.“Company” means Olin Corporation, a Virginia corporation, and any successor.“Credit Date” means the second Thursday in February, May, August and November and one week after the regularlyscheduled board meeting in December or, in the event the December board meeting extends for more than one day, one weekafter the first day of such regularly scheduled board meeting held in December.“Excess Retainer” means with respect to a Non-employee Director the amount of the full annual cash retainer payableto such Non-employee Director from time to time by the Company for service as a director in excess of $40,000, if any;provided that in the event the annual cash retainer is prorated to reflect that such Non-employee Director did not serve assuch for the full calendar year, the $40,000 shall be similarly prorated.“Fair Market Value” means, with respect to a date, on a per share basis, with respect to phantom shares of CommonStock or Spin-Off Company Common Stock, the average of the high and the low price of a share of Common Stock or Spin-Off Company Common Stock, as the case may be, as reported on the consolidated tape of the New York Stock Exchange onsuch date or if the New York Stock Exchange is closed on such date, the next succeeding date on which it is open.2“Gross Fair Market Value” means the value of assets determined without regard to any liabilities associated with suchassets.“Group” means persons acting together for the purpose of acquiring Olin stock and includes owners of a corporationthat enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with Olin. If a personowns stock in both Olin and another corporation that enter into a merger, consolidation purchase or acquisition of stock, orsimilar transaction, such person is considered to be part of a Group only with respect to ownership prior to the merger orother transaction giving rise to the change and not with respect to the ownership interest in the other corporation. Persons willnot be considered to be acting as a Group solely because they purchase assets of the same corporation at the same time, or asa result of the same public offering.“Interest Rate” effective as of January 1, 2005, means the rate of interest equal to the Federal Reserve A1/P1Composite rate for 90 day commercial paper plus 10 basis points, or such other specified, non-discretionary interest rate (orformula describing such rate) established by the Committee on a prospective basis.“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.“Non-employee Director” means a member of the Board who is not an employee of the Company or any subsidiarythereof.“Olin Stock Account” means the Stock Account to which phantom shares of Common Stock are credited from time totime.“Plan” means this Olin Corporation 1997 Stock Plan for Non-employee Directors as amended from time to time.“Prior Plans” means the 1994 Plan and all of the Corporation’s other directors’ compensation plans, programs, orarrangements which provided for a deferred cash or stock account.“Retainer Credit Date” means March 1 of each year or the first day in March on which the New York Stock Exchangeis open for trading in such year.“Retirement Date” means the date the Non-employee Director (i) ceases to be a member of the Board for any reasonand (ii) effective as of January 1, 2005, has experienced a “separation from service” as that term is used in Code Section409A.“Spin-Off Company” means Arch Chemicals, Inc., a Virginia corporation and any successor.“Spin-Off Company Common Stock” means shares of common stock of the Spin-Off Company, par value $1.00 pershare.3“Spin-Off Company Stock Account” means the Stock Account to which phantom shares of Spin-Off CompanyCommon Stock are credited.“Stock Account” means an account established under the Plan for a Non-employee Director to which shares ofCommon Stock and Spin-Off Company Common Stock have been or are to be credited in the form of phantom stock, whichshall include the Olin Stock Account and the Spin-Off Company Stock Account.“Stock Grant Period” means the twelve-month period commencing May 1 of a calendar year, and ending on April 30of the immediately following calendar year.3. Term. The Plan originally became effective January 1, 1997, and was last amended and restated effective as of January 1,2016, and is now amended and restated as set forth herein. Notwithstanding the foregoing, those provisions required for compliancewith Code Section 409A shall be generally effective as of January 1, 2005 or as otherwise specifically set forth herein.4. Administration. Full power and authority to construe, interpret and administer the Plan shall be vested in the Committee.Decisions of the Committee shall be final, conclusive and binding upon all parties.5. Participation. All Non-employee Directors shall participate in the Plan.6. Grants and Deferrals.(a) Annual Stock Grant. Subject to the terms and conditions of the Plan, on the Retainer Credit Date each year, eachNon-employee Director shall be credited with a number of shares of Common Stock with an aggregate Fair Market Value onsuch Retainer Credit Date equal to $115,000, rounded to the nearest 100 shares. To be entitled to such credit for any StockGrant Period, a Non-employee Director must be serving as such on the Retainer Credit Date immediately prior to thebeginning of such Stock Grant Period; provided, however, that (i) in the event a person becomes a Non-employee Directorsubsequent to the Retainer Credit Date but prior to May 1, such Non-employee Director shall receive the full Annual StockGrant on the next Credit Date; or (ii) in the event a person becomes a Non-employee Director subsequent to May 1, suchNon-employee Director, on the Credit Date next following his or her becoming such, shall be credited with that number ofshares of Common Stock equal to one-twelfth of the number of shares issued to each other Non-employee Director as theAnnual Stock Grant for such Stock Grant Period, multiplied by the number of whole calendar months remaining in suchStock Grant Period following the date he or she becomes a Non-employee Director (rounded up to the next whole share inthe event of a fractional share). Actual receipt of shares shall be deferred and each eligible Non-employee Director shallreceive a credit to his or her Olin Stock Account for such shares on the date of such credit. A Non-employee Director mayelect in accordance with Section 6(e) to defer to his or her Olin Stock Account receipt of all or any portion of such sharesafter such Non-employee Director’s Retirement Date. Except with respect to any shares the director has so elected to defer,certificates representing such shares shall be delivered to the Non-employee4Director (or in the event of death, to his or her beneficiary designated pursuant to Section 6(h)) on or as soon as practicable,but no later than thirty (30) days, following such Non-employee Director’s Retirement Date.(b) Annual Retainer Stock Grant. Subject to the terms and conditions of the Plan, each Non-employee Director whois such on the Retainer Credit Date of that year shall receive that number of shares (rounded up to the next whole share) ofCommon Stock having an aggregate Fair Market Value of $40,000 on such Retainer Credit Date. To be entitled to such creditfor any Stock Grant Period, a Non-employee Director must be serving as such on the Retainer Credit Date immediately priorto the beginning of such Stock Grant Period; provided, however, that (i) in the event a person becomes in a Stock GrantPeriod a Non-employee Director subsequent to such Retainer Credit Date but prior to May 1, such person shall receive thefull Annual Retainer Stock Grant on the next Credit Date; or (ii) in the event a person becomes a Non-employee Directorsubsequent to May 1, such Non-employee Director, on the Credit Date next following his or her becoming such, shall receivethat number of shares of Common Stock equal to one-twelfth of the number of shares issued to each other Non-employeeDirector as the Annual Retainer Stock Grant for such Stock Grant Period, multiplied by the number of whole calendarmonths remaining in such Stock Grant Period following the date he or she becomes a Non-employee Director (rounded up tothe next whole share in the event of a fractional share). The annual cash retainer payable to the Non-employee Director shallbe payable on the Retainer Credit Date of each year, and shall be reduced by the aggregate Fair Market Value of the sharesthe Non-employee Director receives or defers as the Annual Retainer Stock Grant (excluding any rounding of fractionalshares) on the date such Fair Market Value is calculated. A Non-employee Director may elect to defer receipt of all or anyportion of such shares in accordance with Section 6(e). Except with respect to any shares the director has so elected to defer,certificates representing such shares shall be delivered to such Non-employee Director (or in the event of death, to his or herbeneficiary designated pursuant to Section 6(h)) as soon as practicable, but no later than thirty (30) days, following theRetainer Credit Date (or the applicable Credit Date in the case of a Non-employee Director receiving a prorated share of theAnnual Retainer Stock Grant).(c) Payment of Meeting Fees, Chairman of the Board Fees, Lead Director Fees, Committee Chair Fees and ExcessRetainer and Election to Receive Fees in Stock in Lieu of Cash. Cash payments of meeting fees shall be made on the firstCredit Date following the meeting date, cash payments of Committee Chair fees shall be made on the second Credit Date ofeach year, and cash payments of Chairman of the Board fees and Lead Director fees shall be made in four equal payments onthe first four Credit Dates of each year. Except with respect to any cash payments the director has elected to defer inaccordance with Section 6(e), such payment shall be delivered to the Non-employee Director on or as soon as practicable, butno later than thirty (30) days, following the applicable Credit Date. Subject to the terms and conditions of the Plan, a Non-employee Director may elect to receive all or a portion of the director meeting fees, fees as Chairman of the Board, fees asLead Director, fees as a Committee Chair and the Excess Retainer payable in cash by the Company for his or her service as adirector for the calendar year in the form of shares of Common Stock. Such election shall be made in accordance withSection 6(e). A Non-employee Director who so elects to receive all or a5portion of the Excess Retainer in the form of shares for such year shall be paid on the Retainer Credit Date. The number ofshares (rounded up to the next whole share in the event of a fractional share) payable to a Non-employee Director who soelects to receive the cash portion of the Excess Retainer in the form of shares shall be equal to the aggregate Fair MarketValue on the Retainer Credit Date of such year. Except with respect to any shares the director has elected to defer inaccordance with Section 6(e), certificates representing such shares shall be delivered to the Non-employee Director on or assoon as practicable, but no later than thirty (30) days, following the Retainer Credit Date. A Non-employee Director who soelects to receive all or a portion of other fees in the form of shares for such year shall be paid on the applicable RetainerCredit Date or Credit Date on which the other fees, would have been paid. The number of shares (rounded up to the nextwhole share in the event of a fractional share) payable to a Non-employee Director who so elects to receive meeting fees,Board Chairman fees, Lead Director fees or Committee Chair fees in the form of shares shall be equal to the aggregate FairMarket Value on the relevant Credit Date. Except with respect to any shares the director has elected to defer in accordancewith Section 6(e), certificates representing such shares shall be delivered to the Non-employee Director on or as soon aspracticable, but no later than thirty (30) days, following the applicable Credit Date.(d) Deferral of Meeting Fees, Chairman of the Board Fees, Lead Director Fees, Committee Chair Fees and ExcessRetainer. Subject to the terms and conditions of the Plan, a Non-employee Director may elect to defer all or a portion of theshares payable under Section 6(c) and all or a portion of the director meeting fees, fees as Chairman of the Board, fees asLead Director, fees as a Committee Chair and Excess Retainer payable in cash by the Company for his or her service as adirector for the calendar year. Such election shall be made in accordance with Section 6(e). A Non-employee Director whoelects to so defer shall have any deferred shares deferred in the form of shares of Common Stock and any deferred cash feesand retainer deferred in the form of cash.(e) Elections.(1) Deferrals. Effective as of January 1, 2005, all elections to defer payment of compensation under this Planshall:•be made in writing and delivered to the Secretary of the Company,•be irrevocable once the year to which the election relates commences,•be made before January 1 of the year in which the shares of Common Stock or director’s fees and retainerare to be earned (or, in the case of an individual who becomes a Non-employee Director during a calendaryear, within 30 days of the date of his or her election as a director; notwithstanding the foregoing noamounts earned prior to an election shall be deferred by new participants), and•specify the portions (in 25% increments) to be deferred.6(2) Stock and Cash Account Payments. Effective as of January 1, 2005, Stock and Cash Accounts shall bepaid in a single lump sum payment within 30 days of the Non-employee Director’s Retirement Date unless the Non-employee Director makes an election as set forth below:•a payment election, if any, shall be made on or before the earlier of:°the time such individual makes any deferral election under the Plan, or°the end of the 30 day period following the date an individual first becomes a Non-employee Director.•a payment election may specify a payment date, provided such date is after the Non-employee Director’sRetirement Date.•a payment election may specify the method of payment (lump sum or annual installments (up to 10)).Notwithstanding any election, Plan payments will be made (or annual installments will begin) upon a Non-employeeDirector’s death. All payments shall be made (or each annual installment shall be paid) within 30 days of the prescribedpayment date, and any payment election shall be irrevocable except as permitted in Section 6(e)(4) below.(3) Dividends and Interest on Stock and Cash Accounts. Dividends and interest on Stock and Cash Accountsshall be paid as provided in Section 6(e)(8) unless the Non-employee Director makes an election to have such amountsdeferred and credited back to the appropriate account (and shall be payable in accordance with Sections 6(e)(2) and (4)herein), provided that such election is made within the time prescribed by Section 6(e)(2) above.(4) Change in Payment Election. Any change with respect to a Non-employee Director’s payment electionunder the Plan will not be effective for one year, must be made at least one (1) year in advance of the first date payment isscheduled and must further defer all payments by at least five (5) years from the prior scheduled payment date.Notwithstanding the foregoing, for the transition period beginning January 1, 2005 and ending December 31, 2008, any Non-employee Director may make a payment election in accordance with Code Section 409A (and applicable IRS transitionrelief), in the time and manner prescribed by the Committee and subject to the following provisions. As of December 31,2008, any then effective transition payment elections shall be irrevocable for the duration of a Non-employee Director’sparticipation in the Plan except as set forth in the first sentence of this Section 6(e)(4). No election made in 2008 under thistransition relief will apply to amounts that would otherwise be payable in 2008, nor may such election cause an amount to bepaid in 2008 that would not otherwise be payable in 2008. No election under this transition relief may be made retroactively,when Plan payments are imminent, or after a Non-employee Director has left the Board.(5) Olin Stock Account. A Non-employee Director who has elected to defer shares under Sections 6(b) or6(d) shall receive a credit to his or her Olin Stock Account (a) on the Retainer Credit Date for amounts deferred from theAnnual Stock Retainer Grant or the Excess Retainer (or in the case of a proration of any such amounts,7on the first day of the appropriate calendar month), and (b) on the applicable Credit Date for deferrals of other fees. Theamount of such credit shall be the number of shares so deferred (rounded to the next whole share in the event of a fractionalshare). A Non-employee Director may elect to defer the cash dividends paid on his or her Stock Account in accordance withSection 6(e)(3).(6) Cash Account. On the Credit Date or in the case of the Excess Retainer, on the day on which the Non-employee Director is entitled to receive such Excess Retainer, a Non-employee Director who has elected to defer cash feesand/or the Excess Retainer under Section 6(d) in the form of cash shall receive a credit to his or her Cash Account. Theamount of the credit shall be the dollar amount of such Director’s meeting fees, Board Chairman fees, Lead Director fees orCommittee Chair fees earned during the immediately preceding quarterly period or the amount of the Excess Retainer to bepaid for the calendar year, as the case may be, and in each case, specified for deferral in cash. A Non-employee Director mayelect to defer interest paid on his or her Cash Account in accordance with Section 6(e)(3).(7) Installment Payments. Installment payments from an Account shall be equal to the Account balance(expressed in shares in the case of the Stock Account, otherwise the cash value of the Account) at the time of the installmentpayment times a fraction, the numerator of which is one and the denominator of which is the number of installments not yetpaid. Fractional shares to be paid in any installment shall be rounded up to the next whole share. In the event of an electionunder Section 6(c) for director meeting fees, Board Chairman fees, Lead Director fees, Committee Chair fees or ExcessRetainer to be paid in shares of Common Stock, the election shall specify the portion (in 25% increments) to be so paid.(8) Dividends and Interest. Each time a cash dividend is paid on Common Stock or Spin-Off CompanyCommon Stock, a Non-employee Director who has shares of such stock credited to his or her Stock Account shall be paid onthe dividend payment date such cash dividend in an amount equal to the product of the number of shares credited to the Non-employee Director’s Olin Stock Account or Spin-Off Company Stock Account, as the case may be, on the record date forsuch dividend times the dividend paid per applicable share unless the director has elected to defer such dividend to his or herapplicable Stock Account as provided herein. If the Non-employee Director has elected to defer such dividend, he or sheshall receive a credit for such dividends on the dividend payment date to his or her Olin Stock Account or Spin-Off CompanyStock Account, as the case may be. The amount of the dividend credit shall be the number of shares (rounded to the nearestone-thousandth of a share) determined by multiplying the dividend amount per share by the number of shares credited to suchdirector’s applicable Stock Account as of the record date for the dividend and dividing the product by the Fair Market Valueper share of Common Stock or Spin-Off Company Common Stock, as the case may be, on the dividend payment date. ANon-employee Director who has a Cash Account shall be paid interest directly on such account’s balance at the end of eachcalendar quarter, payable at a rate equal to the Interest Rate in effect for such quarter unless such Non-employee Director haselected to defer such interest to his or her Cash Account, in which case such interest shall be credited to such Cash Account atthe end of each calendar quarter. All amounts paid pursuant to this subsection (8) shall8be paid on or as soon as practicable, but no later than thirty (30) days, following the applicable payment date (i.e., theapplicable dividend payment date or end date of the fiscal quarter).(9) Payouts. Cash Accounts and the Spin-Off Company Stock Account will be paid out in cash and OlinStock Accounts shall be paid out in shares of Common Stock unless the Non-employee Director elects at the time thepayment is due to take the Olin Stock Account in cash.(f) No Stock Rights. Except as expressly provided herein, the deferral of shares of Common Stock or Spin-OffCompany Common Stock into a Stock Account shall confer no rights upon such Non-employee Director, as a shareholder ofthe Company or of the Spin-Off Company or otherwise, with respect to the shares held in such Stock Account, but shallconfer only the right to receive such shares credited as and when provided herein.(g) Change in Control. Notwithstanding anything to the contrary in this Plan or any election, in the event a Changein Control occurs, amounts and shares credited to Cash Accounts (including interest accrued to the date of payout) and StockAccounts shall be promptly (but no later than thirty (30) days following the Change in Control) distributed to Non-employeeDirectors except the Olin Stock Account shall be paid out in cash and not in the form of shares of Common Stock. For thispurpose, the cash value of the amount in the Stock Account shall be determined by multiplying the number of shares held inthe Olin Stock Account or the Spin-Off Company Stock Account by the higher of (i) the highest Fair Market Value ofCommon Stock or Spin-Off Company Common Stock, as appropriate, on any date within the period commencing thirty (30)days prior to such Change in Control and ending on the date of the Change in Control, or (ii) if the Change in Control occursas a result of a tender or exchange offer or consummation of a corporate transaction, then the highest price paid per share ofCommon Stock or Spin-Off Company Common Stock, as appropriate, pursuant thereto.(h) Beneficiaries. A Non-employee Director may designate at any time and from time to time a beneficiary for hisor her Stock and Cash Accounts in the event his or her Stock or Cash Account may be paid out following his or her death.Such designation shall be in writing and must be received by the Company prior to the death to be effective.(i) Prior Plan Accounts. Any transfers made to a Cash Account or a Stock Account from Prior Plans shall bemaintained and administered pursuant to the terms and conditions of this Plan; provided that prior annual 100- or 204-sharegrant deferrals shall be treated as deferrals of 204-share grants under this Plan, the $25,000 annual share grant under the 1994Plan shall be treated as deferrals under Paragraph 6(b) hereof and deferrals of meeting fees under all Prior Plans and of theExcess Retainer under the 1994 Plan shall be treated as deferrals under Paragraph 6(c) hereof. Prior elections and beneficiarydesignations under the 1994 Plan and this Plan shall govern this Plan unless changed subsequent to October 2, 1997.9(j) Stock Account Transfers. A Non-employee Director may elect from time to time to transfer all or a portion (in25% increments) of his or her Spin-Off Company Stock Account to his or her Olin Stock Account. The amount of phantomshares of Common Stock to be credited to a Non-employee Director’s Olin Stock Account shall be equal to the number ofshares of Common Stock that could be purchased if the number of phantom shares of Spin-Off Company Common Stock inhis or her Spin-Off Company Stock Account being transferred were sold and the proceeds reinvested in Common Stockbased on the Fair Market Value of each. Except as provided in Section 6(e)(8) with respect to dividends or in Section 8, noadditional contributions or additions may be made to a Non-employee Director’s Spin-Off Company Stock Account after theDistribution Date.7. Limitations and Conditions.(a) Total Number of Shares. The total number of shares of Common Stock that may be issued to Non-employeeDirectors under the Plan is 850,000, which may be increased or decreased by the events set forth in Section 8. Such totalnumber of shares may consist, in whole or in part, of authorized but unissued shares. If any shares granted under this Plan arenot delivered to a Non-employee Director or a beneficiary because the payout of the grant is settled in cash, such shares shallnot be deemed to have been delivered for purposes of determining the maximum number of shares available for deliveryunder the Plan. No fractional shares shall be issued hereunder. In the event a Non-employee Director is entitled to a fractionalshare, such share amount shall be rounded upward to the next whole share amount.(b) No Additional Rights. Nothing contained herein shall be deemed to create a right in any Non-employee Directorto remain a member of the Board, to be nominated for reelection or to be reelected as such or, after ceasing to be such amember, to receive any cash or shares of Common Stock under the Plan which are not already credited to his or her accounts.8. Stock Adjustments. In the event of any merger, consolidation, stock or other non-cash dividend, extraordinary cashdividend, split-up, spin-off, combination or exchange of shares or recapitalization or change in capitalization, or any other similarcorporate event, the Committee shall make such adjustments in (i) the aggregate number of shares of Common Stock that may beissued under the Plan as set forth in Section 7(a) and the number of shares that may be issued to a Non-employee Director withrespect to any year as set forth in Section 6(a) and the number of shares of Olin Common Stock or Spin-Off Company CommonStock, as the case may be, held in a Stock Account, (ii) the class of shares that may be issued under the Plan, and (iii) the amount andtype of payment that may be made in respect of unpaid dividends on shares of Spin-Off Company Common Stock or Common Stockwhose receipt has been deferred pursuant to Section 6(e), as the Committee shall deem appropriate in the circumstances. Thedetermination by the Committee as to the terms of any of the foregoing adjustments shall be final, conclusive and binding for allpurposes of the Plan.9. Amendment and Termination. This Plan may be amended, suspended or terminated by action of the Board, except to theextent that amendments are required to be approved by the Company’s shareholders under applicable law or the rules of the NewYork10Stock Exchange or any other exchange or market system on which the Common Stock is listed or traded. No termination of the Planshall adversely affect the rights of any Non-employee Director with respect to any amounts otherwise payable or credited to his orher Cash Account or Stock Account.10. Nonassignability. No right to receive any payments under the Plan or any amounts credited to a Non-employeeDirector’s Cash or Stock Account shall be assignable or transferable by such Non-employee Director other than by will or the lawsof descent and distribution or pursuant to a domestic relations order. The designation of a beneficiary under Section 6(h) by a Non-employee Director does not constitute a transfer.11. Unsecured Obligation. Benefits payable under this Plan shall be an unsecured obligation of the Company.12. Rule 16b-3 Compliance. It is the intention of the Company that all transactions under the Plan be exempt from liabilityimposed by Section 16(b) of the Exchange Act. Therefore, if any transaction under the Plan is found not to be in compliance with anexemption from such Section 16(b), the provision of the Plan governing such transaction shall be deemed amended so that thetransaction does so comply and is so exempt, to the extent permitted by law and deemed advisable by the Committee, and in allevents the Plan shall be construed in favor of its meeting the requirements of an exemption. Scheduled Plan payments will bedelayed where the Committee reasonably anticipates that the making of the payment will violate Federal securities laws or otherapplicable law; provided that such payment shall be made at the earliest date at which the Committee reasonably anticipates that themaking of the payment will not cause such violation.13. Code Section 409A Compliance. To the extent any provision of the Plan or action by the Board or Committee wouldsubject any Non-employee Director to liability for interest or additional taxes under Code Section 409A, it will be deemed null andvoid, to the extent permitted by law and deemed advisable by the Committee. It is intended that the Plan will comply with CodeSection 409A, and the Plan shall be interpreted and construed on a basis consistent with such intent. The Plan may be amended inany respect deemed necessary (including retroactively) by the Committee in order to preserve compliance with Code Section 409A.If, regardless of the foregoing, any Non-employee Director is liable for interest or additional taxes under Code Section 409A withrespect to his or her Account (or a portion thereof), such Account (or applicable portion thereof) shall be paid at such time. Thepreceding shall not be construed as a guarantee of any particular tax effect for any benefits or amounts deferred or paid out under thePlan.11Exhibit 12OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIESComputation of Ratio of Earnings to Fixed Charges(Unaudited) Years Ended December 31, 2015 2014 2013 2012 2011Earnings: ($ in millions)Income from continuing operations before taxes (1) $6.7 $162.7 $250.0 $225.2 $379.4Add (deduct): Earnings of non-consolidated affiliates (1.7) (1.7) (2.8) (3.0) (9.6)Distributions from affiliated companies — — 1.5 1.3 1.4Amortization of capitalized interest 2.2 2.2 2.1 1.6 1.4Capitalized interest (1.1) (0.2) (1.1) (7.4) (1.2)Fixed charges as described below 123.1 67.5 62.0 54.0 49.5Total $129.2 $230.5 $311.7 $271.7 $420.9 Fixed charges: Interest expensed and capitalized $98.1 $44.0 $39.7 $33.8 $31.6Estimated interest factor in rent expense (2) 25.0 23.5 22.3 20.2 17.9Total $123.1 $67.5 $62.0 $54.0 $49.5 Ratio of earnings to fixed charges 1.0 3.4 5.0 5.0 8.5(1)The income from continuing operations before taxes for the year ended December 31, 2011 included a pretax gain of $181.4 million as a result ofremeasuring our previously held 50% equity interest in SunBelt.(2)Amounts represent those portions of rent expense that are reasonable approximations of interest costs.Exhibit 21SUBSIDIARIES OF OLIN CORPORATION 1 (As of December 31, 2015)CompanyShareholders / Members% OwnershipJurisdictionBlue Cube Holding LLCBlue Cube Spinco Inc.100DEBlue Cube Intermediate Holding 1 LLCBlue Cube Holdings C.V.100DEBlue Cube Intermediate Holding 2 LLCBlue Cube Holdings C.V.100DEBlue Cube International Holdings LLCBlue Cube Spinco Inc.100DEBlue Cube IP LLCBlue Cube Holding LLC100DEBlue Cube Operations LLCBlue Cube Holding LLC100DEBlue Cube Spinco Inc.Olin100DEBridgeport Brass CorporationOlin100INHenderson Groundwater LLCPioneer Americas LLC has a 1/3 ownership in this limitedliability company that will be treated as a partnership forincome tax purposes33NVHPCM LLCK. A. Steel Chemicals Inc.100DEHunt Trading Co.Olin100MOImperial West Chemical Co.Pioneer Companies, LLC100NVK. A. Steel Chemicals Inc.Olin100DEK. A. Steel InternationalK. A. Steel Chemicals Inc.100DEKAS Muscatine LLCK. A. Steel Chemicals Inc.100IAKNA California, Inc.Imperial West Chemical Co.100DEKWT, Inc.Pioneer Water Technologies, Inc.100DELTC Reserve Corp.Olin100DEMonarch Brass & Copper Corp.Olin100NYMonarch Brass & Copper of New England Corp.Monarch Brass & Copper Corp.100RINew Haven Copper CompanyMonarch Brass & Copper Corp.100CTOlin Benefits Management, Inc.Olin100CAOlin Business HoldingsOlin Corporation;Olin Engineered Systems, Inc.;Pioneer Americas LLC 62.0536.15 1.80DEOlin Chlor Alkali Logistics Inc.Olin Sunbelt, Inc.;Olin Sunbelt II, Inc.5050DEOlin Chlorine 7, LLCBlue Cube Holding LLC100DEOlin Engineered Systems, Inc.Olin100DEOlin Far East, LimitedOlin100DEOlin Financial Services Inc.Olin100DEOlin Funding Company LLCOlin100DEOlin North American Holdings, Inc.Olin100DEOlin Sunbelt, Inc.Olin100DEOlin Sunbelt II, Inc.Olin100DEPioneer Americas LLCOlin Canada ULC100DEPioneer Companies, LLCOlin North American Holdings, Inc.100DEPioneer (East), Inc.Pioneer Companies, LLC100DEPioneer Licensing, Inc.Pioneer Companies, LLC100DEPioneer Transportation LLCOlin Business Holdings100DEPioneer Water Technologies, Inc.Pioneer Companies, LLC100DERavenna Arsenal, Inc.Olin100OHSunbelt Chlor Alkali PartnershipOlin Sunbelt, Inc.;Olin Sunbelt II, Inc.5050DETriOlin, LLCOlin100DEU.S. Munitions, LLCJoint venture company with Winchester Defense, LLC;BAE Systems Ordnance Systems, Inc. 4951DEWaterbury Rolling Mills, Inc.Monarch Brass & Copper Corp.100CTWinchester Ammunition, Inc.Olin100DEWinchester Defense, LLCOlin100DE INTERNATIONAL 3229897 Nova Scotia Co.Blue Cube Holding LLC100Nova Scotia,CanadaBC Chemicals Singapore Pte. Ltd.Blue Cube Chemicals Singapore Pte. Ltd.100SingaporeBC Química Brasil Comércio de Produtos Químicos Ltda.(See footnote 2 for Subordinate)Blue Cube Brasil Comércio de Produtos Químicos Ltda.100BrazilBC Switzerland GmbHNedastra Holding B.V.100SwitzerlandBlue Cube Argentina SrlBlue Cube Holding LLC100ArgentinaBlue Cube Australia Pty Ltd.Blue Cube Chemicals Singapore Pte. Ltd.100AustraliaBlue Cube Belgium BVBANedastra Holding B.V.100BelgiumBlue Cube Brasil Comércio de Produtos Químicos Ltda. (Seefootnote 3 for Subordinates)Nedastra Holding B.V.100BrazilBlue Cube Chemicals FZENedastra Holding B.V.100UAEBlue Cube Chemicals Hong Kong LimitedBlue Cube Chemicals Singapore Pte. Ltd.100Hong KongBlue Cube Chemicals India Private LimitedBlue Cube Chemicals Singapore Pte. Ltd.100IndiaBlue Cube Chemicals Italy S.r.l.Nedastra Holding B.V.100ItalyBlue Cube Chemical Korea Ltd.Blue Cube Chemicals (Zhangjiagang) Co., Ltd.100KoreaBlue Cube Chemicals Singapore Pte. Ltd.Nedastra Holding B.V.100SingaporeBlue Cube Chemicals Singapore Pte. Ltd. Taiwan BranchBlue Cube Chemicals Singapore Pte. Ltd.100TaiwanBlue Cube Chemicals South Africa Pty Ltd.Nedastra Holding B.V.100South AfricaBlue Cube Chemicals (UK) LimitedNedastra Holding B.V.100United KingdomBlue Cube Chemicals (Zhangjiagang) Co., Ltd.Blue Cube Chemicals Singapore Pte. Ltd.100ChinaBlue Cube Chemicals (Zhangjiagang) Co., Ltd. ShanghaiBranchBlue Cube Chemicals (Zhangjiagang) Co., Ltd.100ChinaBlue Cube Chile Commercial LimitadaBlue Cube Holding LLC100ChileBlue Cube Columbia Ltda.Blue Cube Holding LLC;1% minority interest owned by Blue Cube Operations LLC9901ColumbiaBlue Cube Denmark ApSNedastra Holding B.V.100DenmarkBlue Cube FranceNedastra Holding B.V.100FranceBlue Cube Germany Assets GmbH & Co. KGBlue Cube Germany Assets Management GmbH (Generalpartner);0Germany Nedastra Holding B.V. (Limited partner)100 Blue Cube Germany Assets Management GmbHNedastra Holding B.V.100GermanyBlue Cube Germany Productions GmbH & Co. KGBlue Cube Germany Productions Management GmbH(General partner);0Germany Nedastra Holding B.V. (Limited partner)100 Blue Cube Germany Productions Management GmbHNedastra Holding B.V.100GermanyBlue Cube Holdings C.V.Blue Cube International Holdings LLC;Blue Cube Holding LLC99.990.01NetherlandsBlue Cube Japan LLCBlue Cube Chemicals Singapore Pte. Ltd.100JapanBlue Cube Mexico, S. de R.L. de C.V.Blue Cube Holding LLC;2% minority interest owned by Blue Cube Operations LLC9802MexicoBlue Cube Netherlands B.V.Nedastra Holding B.V.100NetherlandsBlue Cube Poland Sp.z.o.o.Nedastra Holding B.V.100PolandBlue Cube Rasha OOONedastra Holding B.V.100RussiaBlue Cube Servicios Administrativos S. de R. L. de C.V.Blue Cube Holding LLC;10% minority interest owned by Blue Cube OperationsLLC9010MexicoBlue Cube Spain S.L. Sociedad UnipersonalNedastra Holding B.V.100SpainBlue Cube (Thailand) Company LimitedBlue Cube Holding LLC;99.998Thailand 0.001% minority interest owned by Blue Cube OperationsLLC;0.001 0.001% minority interest owned by Blue Cube IP LLC0.001 Blue Cube (Thailand) Company Limited Hong Kong BranchBlue Cube (Thailand) Company Limited100Hong KongBlue Cube Turkey Kimyasal Ǜrűnler Limited ȘirketiNedastra Holding B.V.100TurkeyCANSO Chemicals LimitedOlin Canada ULC;Northern Pulp is the other 50% owner (Pioneer related)5050Nova Scotia,CanadaOlin Hunt Specialty Products S.r.l.Olin Corporation;Hunt Trading Co.9901ItalyOlin Netherlands Holding B.V.Nedastra International C.V.100NetherlandsNedastra Holding B.V.Nedastra International C.V.100NetherlandsNedastra International C.V.Blue Cube Intermediate Holding 2 LLC;Blue Cube Intermediate Holding 1 LLC99.4960.504NetherlandsNutmeg Insurance LimitedOlin100BermudaOlin Canada ULCOlin North American Holdings, Inc.100Nova Scotia,CanadaWinchester Australia LimitedOlin100AustraliaFootnotes:1Omitted from the following list are the names of certain subsidiaries which, if considered in the aggregate as a single subsidiary, would not constitute asignificant subsidiary 2Subordinate of BC Quimica Brasil Comércio de Produtos Químicos Ltda.:• Branch of BC Quimica Brasil Comércio de Produtos Químicos Ltda. 3Subordinates of Blue Cube Brasil Comércio de Produtos Químicos Ltda.:• Branch of Blue Cube Brasil Comércio de Produtos Químicos Ltda.• Sāo Paulo Branch of Blue Cube Brasil Comércio de Produtos Químicos Ltda.• Bahia Branch of Blue Cube Brasil Comércio de Produtos Químicos Ltda. (Caustic Soda)• Paraná Branch of Blue Cube Brasil Comércio de Produtos Químicos Ltda. (Caustic Soda)Exhibit 23Consent of Independent Registered Public Accounting FirmThe Board of DirectorsOlin Corporation:We consent to the incorporation by reference in Registration Statements Nos. 333‑18619, 333‑39305, 333‑39303, 333‑35818, 333‑97759, 333‑110135,333‑110136, 333‑124483, 333‑133731, 333‑148918, 333‑158799, 333‑166288, 333‑176432, 333-195500, and 333-209534 on Form S‑8 of Olin Corporation ofour report dated February 29, 2016 with respect to the consolidated balance sheets of Olin Corporation as of December 31, 2015 and 2014, and the relatedconsolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three‑year period endedDecember 31, 2015, and the effectiveness of internal control over financial reporting as of December 31, 2015, which report appears in the December 31, 2015annual report on Form 10‑K of Olin Corporation.Our report dated February 29, 2016, on the effectiveness of internal control over financial reporting as of December 31, 2015, contains an explanatory paragraphthat states the U.S. Chlor Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses (collectively, the Acquired Business) has been excludedfrom management's assessment of the effectiveness of Olin Corporation’s internal control over financial reporting as of December 31, 2015, the AcquiredBusiness’ internal control over financial reporting associated with total assets of $6,360.3 million and total sales of $802.6 million included in the consolidatedfinancial statements of Olin Corporation as of and for the year ended December 31, 2015. Our audit of internal control over financial reporting of Olin Corporationas of December 31, 2015 also excluded an evaluation of the internal control over financial reporting of the Acquired Business./s/ KPMG LLPSt. Louis, MissouriFebruary 29, 2016Exhibit 31.1 CERTIFICATIONS I, Joseph D. Rupp, certify that: 1. I have reviewed this annual report on Form 10-K of Olin Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during theperiod in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting. Date:February 29, 2016 /s/ Joseph D. Rupp Joseph D. RuppChairman and Chief Executive OfficerExhibit 31.2 CERTIFICATIONS I, Todd A. Slater, certify that: 1. I have reviewed this annual report on Form 10-K of Olin Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during theperiod in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting. Date:February 29, 2016 /s/ Todd A. Slater Todd A. SlaterVice President and Chief Financial OfficerExhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTEDPURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Olin Corporation (the “Company”) on Form 10-K for the period ended December 31, 2015 as filed with the Securities andExchange Commission (the “Report”), I, Joseph D. Rupp, Chairman and Chief Executive Officer and I, Todd A. Slater, Vice President and Chief Financial Officerof the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge: (1) theReport fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairlypresents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to theSecurities and Exchange Commission or its Staff upon request./s/ Joseph D. RuppJoseph D. RuppChairman and Chief Executive Officer Dated:February 29, 2016 /s/ Todd A. SlaterTodd A. SlaterVice President and Chief Financial Officer Dated:February 29, 2016

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