Financial Statements of Guarantors and Issuers of Guaranteed Securities | Financial Statements of Guarantors and Issuers of Guaranteed Securities The following condensed consolidating financial statements are presented pursuant to Rule 3—10 of Regulation S-X issued by the SEC. The condensed consolidating financial statements reflect the Company’s financial position as of March 31, 2016 and September 30, 2015 , and the results of operations and items of comprehensive income (loss) for the three and six months ended March 31, 2016 and 2015 , and cash flows for the six months ended March 31, 2016 and 2015 . As a result of the Ashland Distribution Acquisition, on March 31, 2011, Solutions and Nexeo Solutions Finance Corporation (the “Co-Issuer,” and together with Solutions, the “Issuers”) issued the Notes in an aggregate principal amount of $175.0 million . The Notes are fully and unconditionally guaranteed, jointly and severally, by Holdings and its wholly owned subsidiary, Sub Holding. The guarantees are subject to release under certain customary defeasance provisions. Solutions is also the primary borrower under the Credit Facilities, which are guaranteed by Holdings and Sub Holding. Holdings and Sub Holding are also co-borrowers on a joint and several basis with Solutions under the Credit Facilities. The Co-issuer also is a guarantor under the Term Loan Facility. The Co-issuer (labeled “Finance” in the tables below) has no independent operations and no assets or liabilities for any of the periods presented herein. There are no restrictions on the ability of Holdings’ subsidiaries, including the Issuers, to make investments in, or loans directly to, Holdings. The ability of Holdings’ subsidiaries, including the Issuers, to pay dividends to Holdings is restricted under the Company’s Credit Facilities, subject to certain customary exceptions. As an example, the restrictions under the Company’s Term Loan Facility include that dividends may be made to Holdings (i) in an aggregate amount not to exceed the greater of $40.0 million and 3.25% of total assets, as defined, plus the amount of excluded contributions, as defined, received by Holdings prior to such payment; (ii) if the consolidated net leverage ratio, as defined, would be less than or equal to 3.0 to 1.0 after giving effect to such payment; and (iii) out of the available amount, as defined, if the consolidated net leverage ratio, as defined, would be less than or equal to 4.5 to 1.0 after giving effect to such payment. Payment of dividends described in the foregoing clauses (i), (ii) and (iii) (other than with excluded contributions, as defined) are prohibited if at the time of, or after giving effect to, the dividend, a default, as defined, would exist under the credit agreement for the Term Loan Facility. The Co-Issuer is a wholly owned finance subsidiary of Solutions, which jointly and severally issued the securities. Sub Holding holds participating preferred interests in Solutions that totaled $146.0 million at the time of their issuance. The preferred interests participate with common interests as the equivalent of a 2% common interest, and also have a preference with respect to income and distributions from Solutions that provides an annual return equal to 8% on the value of the preferred interests at the time of their issuance. The remaining subidiaries (“Non-Guarantor Subsidiaries”) as of March 31, 2016 are not guarantors of the Notes. The condensed consolidating financial statements for the Company are as follows: Condensed Consolidating Balance Sheets at March 31, 2016 Holdings Finance Sub Holding Solutions Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets Cash and cash equivalents $ 0.3 $ — $ — $ 2.5 $ 56.9 $ — $ 59.7 Accounts and notes receivable, net — — — 348.2 139.2 — 487.4 Inventories — — — 217.2 102.1 — 319.3 Intercompany advances — — — 0.6 — (0.6 ) — Other current assets — — — 12.9 11.7 — 24.6 Total current assets 0.3 — — 581.4 309.9 (0.6 ) 891.0 Property, plant and equipment, net — — — 223.4 11.0 — 234.4 Goodwill and other intangibles, net — — — 378.5 98.1 — 476.6 Other non-current assets — — 0.1 14.0 1.5 — 15.6 Intercompany advances — — — 178.8 — (178.8 ) — Investment in subsidiaries 420.5 — 241.2 168.6 — (830.3 ) — Total assets $ 420.8 $ — $ 241.3 $ 1,544.7 $ 420.5 $ (1,009.7 ) $ 1,617.6 Liabilities & Members’ Equity Current liabilities Short-term borrowings and current portion of long- term debt $ — $ — $ — $ 2.4 $ 38.3 $ — $ 40.7 Intercompany advances 0.4 — 0.2 — — (0.6 ) — Accounts payable, accrued expenses and other liabilities — — 0.4 260.5 117.0 — 377.9 Total current liabilities 0.4 — 0.6 262.9 155.3 (0.6 ) 418.6 Long-term debt and capital lease obligations, less current portion, net 40.8 — 25.5 738.7 — — 805.0 Deferred income taxes — — 87.6 0.3 4.5 — 92.4 Other non-current liabilities — — — 8.7 1.4 — 10.1 Intercompany advances 88.1 — — — 90.7 (178.8 ) — Total liabilities 129.3 — 113.7 1,010.6 251.9 (179.4 ) 1,326.1 Members’ Equity Total members’ equity 291.5 — 127.6 534.1 168.6 (830.3 ) 291.5 Total liabilities and members’ equity $ 420.8 $ — $ 241.3 $ 1,544.7 $ 420.5 $ (1,009.7 ) $ 1,617.6 Condensed Consolidating Balance Sheets at September 30, 2015 Holdings Finance Sub Holding Solutions Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets Cash and cash equivalents $ 0.2 $ — $ 0.3 $ 73.1 $ 54.1 $ — $ 127.7 Accounts and notes receivable, net — — — 373.1 135.6 — 508.7 Inventories — — — 229.7 95.4 — 325.1 Intercompany advances — — — 0.6 — (0.6 ) — Other current assets — — — 10.3 11.7 — 22.0 Total current assets 0.2 — 0.3 686.8 296.8 (0.6 ) 983.5 Property, plant and equipment, net — — — 219.9 11.3 — 231.2 Goodwill and other intangibles, net — — — 385.7 99.4 — 485.1 Other non-current assets — — 0.1 17.5 0.6 — 18.2 Intercompany advances — — — 101.3 — (101.3 ) — Investment in subsidiaries 404.5 — 241.0 161.5 — (807.0 ) — Total assets $ 404.7 $ — $ 241.4 $ 1,572.7 $ 408.1 $ (908.9 ) $ 1,718.0 Liabilities & Members’ Equity Current liabilities Short-term borrowings and current portion of long-term debt $ 0.4 $ — $ 0.3 $ 36.8 $ 34.9 $ — $ 72.4 Intercompany advances 0.4 — 0.2 — — (0.6 ) — Accounts payable, accrued expenses and other liabilities 0.1 — 0.9 286.9 105.1 — 393.0 Total current liabilities 0.9 — 1.4 323.7 140.0 (0.6 ) 465.4 Long-term debt and capital lease obligations, less current portion, net 118.8 — 31.9 712.8 — — 863.5 Deferred income taxes — — 87.1 0.3 4.1 — 91.5 Other non-current liabilities — — — 11.4 1.2 — 12.6 Intercompany advances — — — — 101.3 (101.3 ) — Total liabilities 119.7 — 120.4 1,048.2 246.6 (101.9 ) 1,433.0 Members’ Equity Total members’ equity 285.0 — 121.0 524.5 161.5 (807.0 ) 285.0 Total liabilities and members’ equity $ 404.7 $ — $ 241.4 $ 1,572.7 $ 408.1 $ (908.9 ) $ 1,718.0 Condensed Consolidating Statements of Operations For the Three Months Ended March 31, 2016 Holdings Finance Sub Holding Solutions Non- Guarantor Subsidiaries Eliminations Consolidated Sales and operating revenues $ — $ — $ — $ 655.7 $ 206.5 $ — $ 862.2 Cost of sales and operating expenses — — — 573.7 187.2 — 760.9 Gross profit — — — 82.0 19.3 — 101.3 Selling, general and administrative expenses and transaction related costs — — — 71.1 11.9 — 83.0 Operating income — — — 10.9 7.4 — 18.3 Other income (expense): Interest expense, net (1.5 ) — (0.4 ) (12.0 ) (1.5 ) — (15.4 ) Equity in earnings of subsidiaries 3.6 — 1.3 4.6 — (9.5 ) — Other income — — — 0.8 0.1 — 0.9 Income from continuing operations before income taxes 2.1 — 0.9 4.3 6.0 (9.5 ) 3.8 Income tax expense — — 0.2 0.2 1.4 — 1.8 Net income from continuing operations 2.1 — 0.7 4.1 4.6 (9.5 ) 2.0 Net income from discontinued operations, net of tax — — — 0.1 — — 0.1 Net income $ 2.1 $ — $ 0.7 $ 4.2 $ 4.6 $ (9.5 ) $ 2.1 Condensed Consolidating Statements of Comprehensive Income (Loss) For the Three Months Ended March 31, 2016 Holdings Finance Sub Holding Solutions Non- Guarantor Subsidiaries Eliminations Consolidated Net income $ 2.1 $ — $ 0.7 $ 4.2 $ 4.6 $ (9.5 ) $ 2.1 Unrealized foreign currency translation gain, net of tax 6.1 — — 6.1 6.1 (12.2 ) 6.1 Unrealized gain on interest rate hedges, net of tax 0.1 — — 0.1 — (0.1 ) 0.1 Other comprehensive income, net of tax 6.2 — — 6.2 6.1 (12.3 ) 6.2 Total comprehensive income, net of tax 8.3 — 0.7 10.4 10.7 (21.8 ) 8.3 Total comprehensive income attributable to Nexeo Solutions Holdings, LLC and subsidiaries, net of tax $ 8.3 $ — $ 0.7 $ 10.4 $ 10.7 $ (21.8 ) $ 8.3 Condensed Consolidating Statements of Operations For the Three Months Ended March 31, 2015 Holdings Finance Sub Holding Solutions Non- Guarantor Subsidiaries Eliminations Consolidated Sales and operating revenues $ — $ — $ — $ 777.4 $ 235.4 $ — $ 1,012.8 Cost of sales and operating expenses — — — 693.6 220.0 — 913.6 Gross profit — — — 83.8 15.4 — 99.2 Selling, general and administrative expenses and transaction related costs — — 0.3 69.2 12.5 — 82.0 Operating income (loss) — — (0.3 ) 14.6 2.9 — 17.2 Other income (expense): Interest expense, net (0.9 ) — (0.4 ) (13.3 ) (1.6 ) — (16.2 ) Equity in earnings of subsidiaries 0.3 — 1.3 0.3 — (1.9 ) — Other income (expense) — — 0.5 (0.5 ) 0.2 — 0.2 Income (loss) from continuing operations before income taxes (0.6 ) — 1.1 1.1 1.5 (1.9 ) 1.2 Income tax expense (benefit) — — 0.5 (0.2 ) 1.5 — 1.8 Net income (loss) from continuing operations (0.6 ) — 0.6 1.3 — (1.9 ) (0.6 ) Net income (loss) from discontinued operations, net of tax — — — (0.3 ) 0.3 — — Net income (loss) $ (0.6 ) $ — $ 0.6 $ 1.0 $ 0.3 $ (1.9 ) $ (0.6 ) Condensed Consolidating Statements of Comprehensive Income (Loss) For the Three Months Ended March 31, 2015 Holdings Finance Sub Holding Solutions Non- Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ (0.6 ) $ — $ 0.6 $ 1.0 $ 0.3 $ (1.9 ) $ (0.6 ) Unrealized foreign currency translation loss, net of tax (15.6 ) — — (15.6 ) (14.8 ) 30.4 (15.6 ) Other comprehensive loss, net of tax (15.6 ) — — (15.6 ) (14.8 ) 30.4 (15.6 ) Total comprehensive income (loss), net of tax (16.2 ) — 0.6 (14.6 ) (14.5 ) 28.5 (16.2 ) Total comprehensive income (loss) attributable to Nexeo Solutions Holdings, LLC and subsidiaries, net of tax $ (16.2 ) $ — $ 0.6 $ (14.6 ) $ (14.5 ) $ 28.5 $ (16.2 ) Condensed Consolidating Statements of Operations For the Six Months Ended March 31, 2016 Holdings Finance Sub Holding Solutions Non- Guarantor Subsidiaries Eliminations Consolidated Sales and operating revenues $ — $ — $ — $ 1,281.1 $ 408.8 $ — $ 1,689.9 Cost of sales and operating expenses — — — 1,121.6 371.8 — 1,493.4 Gross profit — — — 159.5 37.0 — 196.5 Selling, general and administrative expenses and transaction related costs — — — 134.7 24.0 — 158.7 Operating income — — — 24.8 13.0 — 37.8 Other income (expense): Interest expense, net (2.7 ) — (0.7 ) (24.6 ) (3.0 ) — (31.0 ) Equity in earnings of subsidiaries 9.1 — 0.9 7.5 — (17.5 ) — Other income — — — 2.4 0.2 — 2.6 Income from continuing operations before income taxes 6.4 — 0.2 10.1 10.2 (17.5 ) 9.4 Income tax expense — — 0.2 0.2 2.7 — 3.1 Net income from continuing operations 6.4 — — 9.9 7.5 (17.5 ) 6.3 Net income from discontinued operations, net of tax — — — 0.1 — — 0.1 Net income $ 6.4 $ — $ — $ 10.0 $ 7.5 $ (17.5 ) $ 6.4 Condensed Consolidating Statements of Comprehensive Income (Loss) For the Six Months Ended March 31, 2016 Holdings Finance Sub Holding Solutions Non- Guarantor Subsidiaries Eliminations Consolidated Net income $ 6.4 $ — $ — $ 10.0 $ 7.5 $ (17.5 ) $ 6.4 Unrealized foreign currency translation loss, net of tax (0.6 ) — — (0.6 ) (0.3 ) 0.9 (0.6 ) Unrealized gain on interest rate hedges, net of tax 0.2 — — 0.2 — (0.2 ) 0.2 Other comprehensive loss, net of tax (0.4 ) — — (0.4 ) (0.3 ) 0.7 (0.4 ) Total comprehensive income, net of tax 6.0 — — 9.6 7.2 (16.8 ) 6.0 Total comprehensive income attributable to Nexeo Solutions Holdings, LLC and subsidiaries, net of tax $ 6.0 $ — $ — $ 9.6 $ 7.2 $ (16.8 ) $ 6.0 Condensed Consolidating Statements of Operations For the Six Months Ended March 31, 2015 Holdings Finance Sub Holding Solutions Non- Guarantor Subsidiaries Eliminations Consolidated Sales and operating revenues $ — $ — $ — $ 1,554.2 $ 476.3 $ — $ 2,030.5 Cost of sales and operating expenses — — — 1,392.4 446.9 — 1,839.3 Gross profit — — — 161.8 29.4 — 191.2 Selling, general and administrative expenses and transaction related costs — — 0.3 138.1 27.3 — 165.7 Operating income (loss) — — (0.3 ) 23.7 2.1 — 25.5 Other income (expense): Interest expense, net (1.8 ) — (0.8 ) (26.7 ) (3.3 ) — (32.6 ) Equity in earnings of subsidiaries (6.3 ) — (0.8 ) (2.3 ) — 9.4 — Other income (expense) — — 0.5 (0.2 ) 0.4 — 0.7 Loss from continuing operations before income taxes (8.1 ) — (1.4 ) (5.5 ) (0.8 ) 9.4 (6.4 ) Income tax expense (benefit) — — (0.6 ) 0.1 1.4 — 0.9 Net loss from continuing operations (8.1 ) — (0.8 ) (5.6 ) (2.2 ) 9.4 (7.3 ) Net loss from discontinued operations, net of tax — — — (0.7 ) (0.1 ) — (0.8 ) Net loss $ (8.1 ) $ — $ (0.8 ) $ (6.3 ) $ (2.3 ) $ 9.4 $ (8.1 ) Condensed Consolidating Statements of Comprehensive Income (Loss) For the Six Months Ended March 31, 2015 Holdings Finance Sub Holding Solutions Non- Guarantor Subsidiaries Eliminations Consolidated Net loss $ (8.1 ) $ — $ (0.8 ) $ (6.3 ) $ (2.3 ) $ 9.4 $ (8.1 ) Unrealized foreign currency translation loss, net of tax (24.9 ) — — (24.9 ) (23.6 ) 48.5 (24.9 ) Unrealized gain on interest rate hedges, net of tax 0.1 — — 0.1 — (0.1 ) 0.1 Other comprehensive loss, net of tax (24.8 ) — — (24.8 ) (23.6 ) 48.4 (24.8 ) Total comprehensive loss, net of tax (32.9 ) — (0.8 ) (31.1 ) (25.9 ) 57.8 (32.9 ) Comprehensive loss attributable to noncontrolling interest, net of tax 0.1 — — 0.1 0.1 (0.2 ) 0.1 Total comprehensive loss attributable to Nexeo Solutions Holdings, LLC and subsidiaries, net of tax $ (32.8 ) $ — $ (0.8 ) $ (31.0 ) $ (25.8 ) $ 57.6 $ (32.8 ) Condensed Consolidating Statements of Cash Flows For the Six Months Ended March 31, 2016 Holdings Finance Sub Holding Solutions Non- Guarantor Subsidiaries Eliminations Consolidated Cash Flows From Operating Activities Net cash provided by (used in) operating activities $ (1.3 ) $ — $ (0.3 ) $ 38.4 $ 7.6 $ (0.8 ) $ 43.6 Cash Flows From Investing Activities Additions to property and equipment — — — (9.3 ) (0.1 ) — (9.4 ) Proceeds from the disposal of property and equipment — — — 2.0 — — 2.0 Investment in subsidiaries (6.6 ) — — — — 6.6 — Net cash used in investing activities (6.6 ) — — (7.3 ) (0.1 ) 6.6 (7.4 ) Cash Flows From Financing Activities Repurchases of membership units (0.1 ) — — — — — (0.1 ) Proceeds from short-term debt — — — — 18.6 — 18.6 Repayments of short-term debt — — — — (15.0 ) — (15.0 ) Investment from parent — — 6.6 — — (6.6 ) — Preferred interest payment — — — (0.8 ) — 0.8 — Transfers to/from affiliates 86.5 — — (78.5 ) (8.0 ) — — Proceeds from issuance of long-term debt 0.5 — — 206.8 — — 207.3 Repayment of long-term debt and capital lease obligations (78.9 ) — (6.6 ) (229.2 ) — — (314.7 ) Net cash provided by (used in) financing activities 8.0 — — (101.7 ) (4.4 ) (5.8 ) (103.9 ) Effect of exchange rate changes on cash — — — — (0.3 ) — (0.3 ) Increase (Decrease) in Cash 0.1 — (0.3 ) (70.6 ) 2.8 — (68.0 ) Beginning Cash Balance 0.2 — 0.3 73.1 54.1 — 127.7 Ending Cash Balance $ 0.3 $ — $ — $ 2.5 $ 56.9 $ — $ 59.7 Condensed Consolidating Statements of Cash Flows For the Six Months Ended March 31, 2015 Holdings Finance Sub Holding Solutions Non- Guarantor Subsidiaries Eliminations Consolidated Cash Flows From Operating Activities Net cash provided by (used in) operating activities from continuing operations $ (1.8 ) $ — $ (1.3 ) $ 21.4 $ 16.9 $ (1.0 ) $ 34.2 Net cash used in operating activities from discontinued operations — — — (0.5 ) (0.1 ) — (0.6 ) Net cash provided by (used in) operating activities (1.8 ) — (1.3 ) 20.9 16.8 (1.0 ) 33.6 Cash Flows From Investing Activities Additions to property and equipment — — — (18.6 ) (1.2 ) — (19.8 ) Proceeds from the disposal of property and equipment — — — 1.7 — — 1.7 Investment in subsidiaries (0.1 ) — — (34.3 ) — 34.4 — Net cash used in investing activities (0.1 ) — — (51.2 ) (1.2 ) 34.4 (18.1 ) Cash Flows From Financing Activities Purchase of additional equity interest in Nexeo Plaschem — — — — (34.3 ) — (34.3 ) Proceeds from short-term debt — — — — 23.4 — 23.4 Repayments of short-term debt — — — — (32.7 ) — (32.7 ) Investment from parent — — 0.1 — 34.3 (34.4 ) — Preferred Interest payment — — — (1.0 ) — 1.0 — Transfer to/from affiliates — — 1.7 (1.7 ) — — — Proceeds from the issuance of long-term debt 1.6 — 1.0 390.6 88.2 — 481.4 Repayment of long-term debt and capital lease obligations (0.2 ) — (1.1 ) (390.9 ) (94.9 ) — (487.1 ) Net cash provided by (used in) financing activities 1.4 — 1.7 (3.0 ) (16.0 ) (33.4 ) (49.3 ) Effect of exchange rate changes on cash — — — — (3.0 ) — (3.0 ) Increase (Decrease) in Cash (0.5 ) — 0.4 (33.3 ) (3.4 ) — (36.8 ) Beginning Cash Balance 0.9 — — 40.1 47.2 — 88.2 Ending Cash Balance $ 0.4 $ — $ 0.4 $ 6.8 $ 43.8 $ — $ 51.4 During the third quarter of fiscal year 2015, the Company revised the condensed consolidated statement of cash flows for the six months ended March 31, 2015, which impacts information in the above condensed consolidating statement of cash flows for non-guarantor subsidiaries. See Note 2. |