SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION | SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION In October 2015, Spinco (the Issuer) issued $720.0 million aggregate principal amount of the 2023 Notes and $500.0 million aggregate principal amount of the 2025 Notes. During 2016, the Notes were registered under the Securities Act of 1933, as amended. The Issuer was formed on March 13, 2015 as a wholly owned subsidiary of TDCC and upon closing of the Acquisition became a 100% owned subsidiary of Olin (the Parent Guarantor). The Exchange Notes are fully and unconditionally guaranteed by the Parent Guarantor. The following condensed consolidating financial information presents the condensed consolidating balance sheets as of September 30, 2016, December 31, 2015 and September 30, 2015, the related condensed consolidating statements of operations and comprehensive income for each of the three and nine months ended September 30, 2016 and September 30, 2015, and the related statements of cash flows for the nine months ended September 30, 2016 and September 30, 2015, of (a) the Parent Guarantor, (b) the Issuer, (c) the non-guarantor subsidiaries, (d) elimination entries necessary to consolidate the Parent Guarantor with the Issuer and the non-guarantor subsidiaries and (e) Olin on a consolidated basis. Investments in consolidated subsidiaries are presented under the equity method of accounting. CONDENSED CONSOLIDATING BALANCE SHEETS September 30, 2016 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 15.5 $ — $ 111.5 $ — $ 127.0 Receivables, net 64.4 — 679.7 — 744.1 Intercompany receivables — 8.3 1,732.5 (1,740.8 ) — Income taxes receivable 38.5 — 11.1 (0.6 ) 49.0 Inventories 163.8 — 453.2 — 617.0 Other current assets 145.5 — 4.2 (133.6 ) 16.1 Total current assets 427.7 8.3 2,992.2 (1,875.0 ) 1,553.2 Property, plant and equipment, net 451.4 — 3,262.5 — 3,713.9 Investment in subsidiaries 6,000.5 3,690.5 — (9,691.0 ) — Deferred income taxes 153.7 — 90.2 (131.7 ) 112.2 Other assets 40.4 — 599.9 — 640.3 Long-term receivables—affiliates — 2,492.8 — (2,492.8 ) — Intangible assets, net 0.4 5.7 647.7 — 653.8 Goodwill — 966.3 1,153.1 — 2,119.4 Total assets $ 7,074.1 $ 7,163.6 $ 8,745.6 $ (14,190.5 ) $ 8,792.8 Liabilities and Shareholders' Equity Current liabilities: Current installments of long-term debt $ 68.1 — $ 12.2 — $ 80.3 Accounts payable 55.4 — 456.4 (2.1 ) 509.7 Intercompany payables 1,740.8 — — (1,740.8 ) — Income taxes payable — — 13.9 (0.6 ) 13.3 Accrued liabilities 158.1 — 266.8 (133.4 ) 291.5 Total current liabilities 2,022.4 — 749.3 (1,876.9 ) 894.8 Long-term debt 1,087.4 2,497.8 12.3 — 3,597.5 Accrued pension liability 141.3 — 456.4 — 597.7 Deferred income taxes — 241.5 926.8 (131.7 ) 1,036.6 Long-term payables—affiliates 1,226.0 281.7 985.1 (2,492.8 ) — Other liabilities 266.3 — 69.2 — 335.5 Total liabilities 4,743.4 3,021.0 3,199.1 (4,501.4 ) 6,462.1 Commitments and contingencies Shareholders' equity: Common stock 165.3 — 15.1 (15.1 ) 165.3 Additional paid-in capital 2,242.8 4,125.7 4,750.5 (8,876.2 ) 2,242.8 Accumulated other comprehensive loss (466.7 ) — (20.7 ) 20.7 (466.7 ) Retained earnings 389.3 16.9 801.6 (818.5 ) 389.3 Total shareholders' equity 2,330.7 4,142.6 5,546.5 (9,689.1 ) 2,330.7 Total liabilities and shareholders' equity $ 7,074.1 $ 7,163.6 $ 8,745.6 $ (14,190.5 ) $ 8,792.8 CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2015 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 119.4 — $ 272.6 — $ 392.0 Receivables, net 107.7 — 679.4 (3.7 ) 783.4 Intercompany receivables — 76.1 1,093.1 (1,169.2 ) — Income taxes receivable 27.3 — 5.7 (0.1 ) 32.9 Inventories 166.0 — 519.2 — 685.2 Current deferred income taxes — — 2.7 (2.7 ) — Other current assets 152.1 5.0 4.6 (121.8 ) 39.9 Total current assets 572.5 81.1 2,577.3 (1,297.5 ) 1,933.4 Property, plant and equipment, net 508.7 — 3,444.7 — 3,953.4 Investment in subsidiaries 5,905.0 3,636.3 — (9,541.3 ) — Deferred income taxes 155.6 — 84.9 (144.6 ) 95.9 Other assets 43.5 — 411.1 — 454.6 Long-term receivables—affiliates — 2,562.6 — (2,562.6 ) — Intangible assets, net 0.5 — 677.0 — 677.5 Goodwill — 990.2 1,183.9 — 2,174.1 Total assets $ 7,185.8 $ 7,270.2 $ 8,378.9 $ (13,546.0 ) $ 9,288.9 Liabilities and Shareholders' Equity Current liabilities: Current installments of long-term debt $ 192.8 — $ 12.2 — $ 205.0 Accounts payable 37.3 — 576.6 (5.7 ) 608.2 Intercompany payables 1,169.2 — — (1,169.2 ) — Income taxes payable 1.5 — 6.1 (2.7 ) 4.9 Accrued liabilities 227.8 — 221.3 (121.0 ) 328.1 Total current liabilities 1,628.6 — 816.2 (1,298.6 ) 1,146.2 Long-term debt 1,084.0 2,547.4 12.4 — 3,643.8 Accrued pension liability 484.3 — 164.6 — 648.9 Deferred income taxes — 294.8 945.1 (144.7 ) 1,095.2 Long-term payables—affiliates 1,296.4 286.5 979.7 (2,562.6 ) — Other liabilities 273.7 — 61.1 1.2 336.0 Total liabilities 4,767.0 3,128.7 2,979.1 (4,004.7 ) 6,870.1 Commitments and contingencies Shareholders' equity: Common stock 165.1 — 14.6 (14.6 ) 165.1 Additional paid-in capital 2,236.4 4,146.1 4,789.6 (8,935.7 ) 2,236.4 Accumulated other comprehensive loss (492.5 ) — (31.7 ) 31.7 (492.5 ) Retained earnings 509.8 (4.6 ) 627.3 (622.7 ) 509.8 Total shareholders' equity 2,418.8 4,141.5 5,399.8 (9,541.3 ) 2,418.8 Total liabilities and shareholders' equity $ 7,185.8 $ 7,270.2 $ 8,378.9 $ (13,546.0 ) $ 9,288.9 CONDENSED CONSOLIDATING BALANCE SHEETS September 30, 2015 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 224.2 — $ 29.8 — $ 254.0 Receivables, net 110.2 — 190.2 — 300.4 Intercompany receivables — — 770.7 (770.7 ) — Inventories 159.2 — 73.3 — 232.5 Current deferred income taxes 57.8 — 11.3 — 69.1 Other current assets 115.8 — 2.1 (105.5 ) 12.4 Total current assets 667.2 — 1,077.4 (876.2 ) 868.4 Property, plant and equipment, net 508.0 — 405.7 — 913.7 Investment in subsidiaries 1,811.9 — — (1,811.9 ) — Deferred income taxes 61.4 — — (49.5 ) 11.9 Other assets 36.8 — 10.5 — 47.3 Intangible assets, net 0.5 — 112.0 — 112.5 Goodwill — — 747.1 — 747.1 Total assets $ 3,085.8 — $ 2,352.7 $ (2,737.6 ) $ 2,700.9 Liabilities and Shareholders' Equity Current liabilities: Current installments of long-term debt $ 128.9 — $ 12.2 — $ 141.1 Accounts payable 60.3 — 101.7 (3.3 ) 158.7 Intercompany payables 770.7 — — (770.7 ) — Income taxes payable 10.4 — — — 10.4 Accrued liabilities 202.2 — 172.8 (102.2 ) 272.8 Total current liabilities 1,172.5 — 286.7 (876.2 ) 583.0 Long-term debt 496.5 — 24.7 — 521.2 Accrued pension liability 96.1 — 1.1 — 97.2 Deferred income taxes — — 167.5 (49.5 ) 118.0 Other liabilities 274.6 — 60.8 — 335.4 Total liabilities 2,039.7 — 540.8 (925.7 ) 1,654.8 Commitments and contingencies Shareholders' equity: Common stock 77.6 — 14.6 (14.6 ) 77.6 Additional paid-in capital 796.2 — 1,232.3 (1,232.3 ) 796.2 Accumulated other comprehensive loss (433.2 ) — (20.4 ) 20.4 (433.2 ) Retained earnings 605.5 — 585.4 (585.4 ) 605.5 Total shareholders' equity 1,046.1 — 1,811.9 (1,811.9 ) 1,046.1 Total liabilities and shareholders' equity $ 3,085.8 — $ 2,352.7 $ (2,737.6 ) $ 2,700.9 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Nine Months Ended September, 2016 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 1,009.6 — $ 3,545.3 $ (390.0 ) $ 4,164.9 Operating expenses: Cost of goods sold 861.3 — 3,225.4 (390.0 ) 3,696.7 Selling and administration 106.2 — 143.2 — 249.4 Restructuring charges 0.8 — 105.4 — 106.2 Acquisition-related costs 39.6 — — — 39.6 Other operating (expense) income (1.7 ) — 12.2 — 10.5 Operating income — — 83.5 — 83.5 Earnings of non-consolidated affiliates 1.1 — — — 1.1 Equity (loss) income in subsidiaries (6.2 ) 94.8 — (88.6 ) — Interest expense 30.6 114.0 3.2 (4.2 ) 143.6 Interest income 2.3 — 3.2 (4.2 ) 1.3 Income (loss) before taxes (33.4 ) (19.2 ) 83.5 (88.6 ) (57.7 ) Income tax (benefit) provision (12.0 ) (40.7 ) 16.4 — (36.3 ) Net (loss) income $ (21.4 ) $ 21.5 $ 67.1 $ (88.6 ) $ (21.4 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended September 30, 2016 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 359.1 — $ 1,249.3 $ (155.7 ) $ 1,452.7 Operating expenses: Cost of goods sold 300.6 — 1,139.5 (155.7 ) 1,284.4 Selling and administration 33.4 — 48.6 — 82.0 Restructuring charges 0.2 — 5.0 — 5.2 Acquisition-related costs 14.3 — (1.2 ) — 13.1 Other operating (expense) income (0.6 ) — 0.4 — (0.2 ) Operating income 10.0 — 57.8 — 67.8 Earnings of non-consolidated affiliates 0.5 — — — 0.5 Equity income (loss) in subsidiaries 15.0 35.5 — (50.5 ) — Interest expense 9.6 38.0 1.3 (1.4 ) 47.5 Interest income 0.8 — 1.1 (1.4 ) 0.5 Income (loss) before taxes 16.7 (2.5 ) 57.6 (50.5 ) 21.3 Income tax (benefit) provision (0.8 ) (12.5 ) 17.1 — 3.8 Net income (loss) $ 17.5 $ 10.0 $ 40.5 $ (50.5 ) $ 17.5 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Nine Months Ended September, 2015 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 987.7 — $ 921.7 $ (322.4 ) $ 1,587.0 Operating expenses: Cost of goods sold 861.5 — 799.6 (322.4 ) 1,338.7 Selling and administration 88.0 — 34.7 — 122.7 Restructuring charges 0.5 — 1.7 — 2.2 Acquisition-related costs 35.4 — — — 35.4 Other operating (expense) income (1.6 ) — 43.7 — 42.1 Operating income 0.7 — 129.4 — 130.1 Earnings of non-consolidated affiliates 1.3 — — — 1.3 Equity income (loss) in subsidiaries 82.8 — — (82.8 ) — Interest expense 40.9 — 2.8 (4.0 ) 39.7 Interest income 2.4 — 2.5 (4.0 ) 0.9 Income (loss) before taxes 46.3 — 129.1 (82.8 ) 92.6 Income tax (benefit) provision (15.0 ) — 46.3 — 31.3 Net income (loss) $ 61.3 — $ 82.8 $ (82.8 ) $ 61.3 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended September 30, 2015 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 330.8 — $ 317.7 $ (114.9 ) $ 533.6 Operating expenses: Cost of goods sold 294.5 — 280.4 (114.9 ) 460.0 Selling and administration 29.4 — 6.4 — 35.8 Restructuring charges 0.2 — 0.1 — 0.3 Acquisition-related costs 14.5 — — — 14.5 Other operating (expense) income (0.4 ) — 0.3 — (0.1 ) Operating (loss) income (8.2 ) — 31.1 — 22.9 Earnings of non-consolidated affiliates 0.5 — — — 0.5 Equity income (loss) in subsidiaries 21.4 — — (21.4 ) — Interest expense 14.6 — 1.1 (1.3 ) 14.4 Interest income 0.7 — 0.9 (1.3 ) 0.3 Income (loss) before taxes (0.2 ) — 30.9 (21.4 ) 9.3 Income tax (benefit) provision (6.1 ) — 9.5 — 3.4 Net income (loss) $ 5.9 — $ 21.4 $ (21.4 ) $ 5.9 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Nine Months Ended September, 2016 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net (loss) income $ (21.4 ) $ 21.5 $ 67.1 $ (88.6 ) $ (21.4 ) Other comprehensive income, net of tax: Foreign currency translation adjustments, net — — 9.3 — 9.3 Unrealized gains on derivative contracts, net 3.8 — — — 3.8 Pension and postretirement liability adjustments, net 3.1 — — — 3.1 Amortization of prior service costs and actuarial losses, net 8.6 — 1.0 — 9.6 Total other comprehensive income, net of tax 15.5 — 10.3 — 25.8 Comprehensive (loss) income $ (5.9 ) $ 21.5 $ 77.4 $ (88.6 ) $ 4.4 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended September 30, 2016 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net income (loss) $ 17.5 $ 10.0 $ 40.5 $ (50.5 ) $ 17.5 Other comprehensive income, net of tax: Foreign currency translation adjustments, net — — 4.6 — 4.6 Unrealized gains on derivative contracts, net 2.6 — — — 2.6 Pension and postretirement liability adjustments, net 3.1 — — — 3.1 Amortization of prior service costs and actuarial losses, net 1.9 — 0.4 — 2.3 Total other comprehensive income, net of tax 7.6 — 5.0 — 12.6 Comprehensive income (loss) $ 25.1 $ 10.0 $ 45.5 $ (50.5 ) $ 30.1 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Nine Months Ended September, 2015 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net income (loss) $ 61.3 $ — $ 82.8 $ (82.8 ) $ 61.3 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, net — — (2.8 ) — (2.8 ) Unrealized losses on derivative contracts, net (2.6 ) — — — (2.6 ) Amortization of prior service costs and actuarial losses, net 14.4 — 0.9 — 15.3 Total other comprehensive income (loss), net of tax 11.8 — (1.9 ) — 9.9 Comprehensive income (loss) $ 73.1 $ — $ 80.9 $ (82.8 ) $ 71.2 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended September 30, 2015 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net income (loss) $ 5.9 $ — $ 21.4 $ (21.4 ) $ 5.9 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, net — — (1.7 ) — (1.7 ) Unrealized losses on derivative contracts, net (2.1 ) — — — (2.1 ) Amortization of prior service costs and actuarial losses, net 4.7 — 0.2 — 4.9 Total other comprehensive income (loss), net of tax 2.6 — (1.5 ) — 1.1 Comprehensive income (loss) $ 8.5 $ — $ 19.9 $ (21.4 ) $ 7.0 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Nine Months Ended September, 2016 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ 409.0 — $ (1.9 ) — $ 407.1 Investing Activities Capital expenditures (39.2 ) — (160.2 ) — (199.4 ) Business acquired in purchase transaction, net of cash acquired (69.5 ) — — — (69.5 ) Payments under long-term supply contract — — (175.7 ) — (175.7 ) Proceeds from sale/leaseback of equipment — — 40.4 — 40.4 Proceeds from disposition of property, plant and equipment 0.1 — 0.3 — 0.4 Proceeds from disposition of affiliated companies 6.6 — — — 6.6 Net investing activities (102.0 ) — (295.2 ) — (397.2 ) Financing Activities Long-term debt repayments (125.5 ) (50.6 ) — — (176.1 ) Stock options exercised 0.4 — — — 0.4 Dividends paid (99.1 ) — — — (99.1 ) Debt and equity issuance costs — (0.8 ) — — (0.8 ) Intercompany financing activities (186.7 ) 51.4 135.3 — — Net financing activities (410.9 ) — 135.3 — (275.6 ) Effect of exchange rate changes on cash and cash equivalents — — 0.7 — 0.7 Net decrease in cash and cash equivalents (103.9 ) — (161.1 ) — (265.0 ) Cash and cash equivalents, beginning of year 119.4 — 272.6 — 392.0 Cash and cash equivalents, end of year $ 15.5 — $ 111.5 — $ 127.0 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Nine Months Ended September, 2015 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ 102.2 — $ 12.9 — $ 115.1 Investing Activities Capital expenditures (57.6 ) — (22.1 ) — (79.7 ) Proceeds from disposition of property, plant and equipment 0.4 — 24.4 — 24.8 Proceeds from disposition of affiliated companies 6.6 — — — 6.6 Other investing activities — — (2.8 ) — (2.8 ) Net investing activities (50.6 ) — (0.5 ) — (51.1 ) Financing Activities Long-term debt repayments (3.2 ) — — — (3.2 ) Stock options exercised 2.2 — — — 2.2 Excess tax benefits from stock-based compensation 0.4 — — — 0.4 Dividends paid (46.5 ) — — — (46.5 ) Debt and equity issuance costs (19.7 ) — — — (19.7 ) Net financing activities (66.8 ) — — — (66.8 ) Net (decrease) increase in cash and cash equivalents (15.2 ) — 12.4 — (2.8 ) Cash and cash equivalents, beginning of year 239.4 — 17.4 — 256.8 Cash and cash equivalents, end of year $ 224.2 — $ 29.8 — $ 254.0 |