SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION | SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION In October 2015, Blue Cube Spinco Inc. (the Issuer) issued $720.0 million aggregate principal amount of 9.75% senior notes due October 15, 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). 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 March 31, 2017 , December 31, 2016 and March 31, 2016 , the related condensed consolidating statements of operations and comprehensive income for each of the three months ended March 31, 2017 and 2016 , and the related statements of cash flows for the three months ended March 31, 2017 and 2016 , of (a) the Parent Guarantor, (b) the Issuer, (c) the non-guarantor subsidiaries, (d) elimination entries necessary to consolidate the Parent Guarantor with the Issuer and the non-guarantor subsidiaries and (e) Olin on a consolidated basis. Investments in consolidated subsidiaries are presented under the equity method of accounting. CONDENSED CONSOLIDATING BALANCE SHEETS March 31, 2017 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 27.5 $ — $ 141.0 $ — $ 168.5 Receivables, net 113.6 — 660.9 — 774.5 Intercompany receivables — 1.6 1,976.8 (1,978.4 ) — Income taxes receivable 21.7 0.7 6.9 (3.8 ) 25.5 Inventories 181.3 — 475.0 — 656.3 Other current assets 182.1 3.4 4.4 (145.0 ) 44.9 Total current assets 526.2 5.7 3,265.0 (2,127.2 ) 1,669.7 Property, plant and equipment, net 509.2 — 3,150.0 — 3,659.2 Investment in subsidiaries 6,068.3 3,769.8 — (9,838.1 ) — Deferred income taxes 123.4 — 104.3 (115.0 ) 112.7 Other assets 50.0 — 587.2 — 637.2 Long-term receivables—affiliates — 2,227.6 — (2,227.6 ) — Intangible assets, net 0.4 5.7 609.3 — 615.4 Goodwill — 966.3 1,152.7 — 2,119.0 Total assets $ 7,277.5 $ 6,975.1 $ 8,868.5 $ (14,307.9 ) $ 8,813.2 Liabilities and Shareholders' Equity Current liabilities: Current installments of long-term debt $ 0.8 $ 68.8 $ 12.2 $ — $ 81.8 Accounts payable 48.6 — 590.1 (1.4 ) 637.3 Intercompany payables 1,978.4 — — (1,978.4 ) — Income taxes payable — — 11.9 (3.8 ) 8.1 Accrued liabilities 130.7 — 272.5 (145.0 ) 258.2 Total current liabilities 2,158.5 68.8 886.7 (2,128.6 ) 985.4 Long-term debt 818.3 2,503.3 209.2 — 3,530.8 Accrued pension liability 437.9 — 189.6 — 627.5 Deferred income taxes — 223.3 924.7 (115.0 ) 1,033.0 Long-term payables—affiliates 1,301.6 — 926.0 (2,227.6 ) — Other liabilities 289.6 6.5 68.8 — 364.9 Total liabilities 5,005.9 2,801.9 3,205.0 (4,471.2 ) 6,541.6 Commitments and contingencies Shareholders' equity: Common stock 165.9 — 14.6 (14.6 ) 165.9 Additional paid-in capital 2,253.7 4,125.7 4,808.2 (8,933.9 ) 2,253.7 Accumulated other comprehensive loss (502.1 ) — (5.1 ) 5.1 (502.1 ) Retained earnings 354.1 47.5 845.8 (893.3 ) 354.1 Total shareholders' equity 2,271.6 4,173.2 5,663.5 (9,836.7 ) 2,271.6 Total liabilities and shareholders' equity $ 7,277.5 $ 6,975.1 $ 8,868.5 $ (14,307.9 ) $ 8,813.2 CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2016 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 25.2 $ — $ 159.3 $ — $ 184.5 Receivables, net 88.3 — 586.7 — 675.0 Intercompany receivables — — 1,912.3 (1,912.3 ) — Income taxes receivable 19.0 — 7.3 (0.8 ) 25.5 Inventories 167.7 — 462.7 — 630.4 Other current assets 164.7 3.4 1.2 (138.5 ) 30.8 Total current assets 464.9 3.4 3,129.5 (2,051.6 ) 1,546.2 Property, plant and equipment, net 510.1 — 3,194.8 — 3,704.9 Investment in subsidiaries 6,035.2 3,734.7 — (9,769.9 ) — Deferred income taxes 133.5 — 103.5 (117.5 ) 119.5 Other assets 48.1 — 596.3 — 644.4 Long-term receivables—affiliates — 2,194.2 — (2,194.2 ) — Intangible assets, net 0.4 5.7 623.5 — 629.6 Goodwill — 966.3 1,151.7 — 2,118.0 Total assets $ 7,192.2 $ 6,904.3 $ 8,799.3 $ (14,133.2 ) $ 8,762.6 Liabilities and Shareholders' Equity Current liabilities: Current installments of long-term debt $ 0.6 $ 67.5 $ 12.4 $ — $ 80.5 Accounts payable 45.3 — 527.4 (1.9 ) 570.8 Intercompany payables 1,882.8 29.5 — (1,912.3 ) — Income taxes payable — — 8.3 (0.8 ) 7.5 Accrued liabilities 124.9 — 277.5 (138.6 ) 263.8 Total current liabilities 2,053.6 97.0 825.6 (2,053.6 ) 922.6 Long-term debt 913.9 2,413.3 209.9 — 3,537.1 Accrued pension liability 453.7 — 184.4 — 638.1 Deferred income taxes — 223.6 926.4 (117.5 ) 1,032.5 Long-term payables—affiliates 1,209.1 — 985.1 (2,194.2 ) — Other liabilities 288.9 6.6 63.8 — 359.3 Total liabilities 4,919.2 2,740.5 3,195.2 (4,365.3 ) 6,489.6 Commitments and contingencies Shareholders' equity: Common stock 165.4 — 14.6 (14.6 ) 165.4 Additional paid-in capital 2,243.8 4,125.7 4,808.2 (8,933.9 ) 2,243.8 Accumulated other comprehensive loss (510.0 ) — (7.0 ) 7.0 (510.0 ) Retained earnings 373.8 38.1 788.3 (826.4 ) 373.8 Total shareholders' equity 2,273.0 4,163.8 5,604.1 (9,767.9 ) 2,273.0 Total liabilities and shareholders' equity $ 7,192.2 $ 6,904.3 $ 8,799.3 $ (14,133.2 ) $ 8,762.6 CONDENSED CONSOLIDATING BALANCE SHEETS March 31, 2016 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 19.8 $ — $ 295.8 $ — $ 315.6 Receivables, net 119.3 — 693.9 — 813.2 Intercompany receivables — 67.1 1,416.4 (1,483.5 ) — Income taxes receivable 31.1 — 5.2 — 36.3 Inventories 173.3 — 506.2 — 679.5 Other current assets 150.7 5.0 6.2 (129.1 ) 32.8 Total current assets 494.2 72.1 2,923.7 (1,612.6 ) 1,877.4 Property, plant and equipment, net 501.4 — 3,357.6 — 3,859.0 Investment in subsidiaries 5,970.8 3,675.2 — (9,646.0 ) — Deferred income taxes 177.3 — 2.6 (72.5 ) 107.4 Other assets 42.8 — 421.0 — 463.8 Long-term receivables—affiliates — 2,271.5 — (2,271.5 ) — Intangible assets, net 0.1 — 663.1 — 663.2 Goodwill — 985.4 1,160.7 — 2,146.1 Total assets $ 7,186.6 $ 7,004.2 $ 8,528.7 $ (13,602.6 ) $ 9,116.9 Liabilities and Shareholders' Equity Current liabilities: Current installments of long-term debt $ 125.4 $ 67.5 $ 12.2 $ — $ 205.1 Accounts payable 45.9 — 432.2 — 478.1 Intercompany payables 1,483.5 — — (1,483.5 ) — Income taxes payable — — 14.1 — 14.1 Accrued liabilities 267.8 — 213.6 (129.1 ) 352.3 Total current liabilities 1,922.6 67.5 672.1 (1,612.6 ) 1,049.6 Long-term debt 1,135.2 2,480.3 12.4 — 3,627.9 Accrued pension liability 182.4 — 452.8 — 635.2 Deferred income taxes 10.7 296.2 856.6 (72.5 ) 1,091.0 Long-term payables—affiliates 1,291.8 — 979.7 (2,271.5 ) — Other liabilities 271.1 — 69.3 — 340.4 Total liabilities 4,813.8 2,844.0 3,042.9 (3,956.6 ) 6,744.1 Commitments and contingencies Shareholders' equity: Common stock 165.2 — 14.6 (14.6 ) 165.2 Additional paid-in capital 2,238.9 4,146.1 4,790.3 (8,936.4 ) 2,238.9 Accumulated other comprehensive loss (470.2 ) — (7.2 ) 7.2 (470.2 ) Retained earnings 438.9 14.1 688.1 (702.2 ) 438.9 Total shareholders' equity 2,372.8 4,160.2 5,485.8 (9,646.0 ) 2,372.8 Total liabilities and shareholders' equity $ 7,186.6 $ 7,004.2 $ 8,528.7 $ (13,602.6 ) $ 9,116.9 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended March 31, 2017 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 314.8 $ — $ 1,360.4 $ (108.1 ) $ 1,567.1 Operating expenses: Cost of goods sold 274.8 — 1,227.0 (108.1 ) 1,393.7 Selling and administration 41.1 — 47.1 — 88.2 Restructuring charges — — 8.2 — 8.2 Acquisition-related costs 7.0 — — — 7.0 Other operating (expense) income (0.5 ) — 0.1 — (0.4 ) Operating income (8.6 ) — 78.2 — 69.6 Earnings of non-consolidated affiliates 0.5 — — — 0.5 Equity income (loss) in subsidiaries 22.5 35.1 — (57.6 ) — Interest expense 12.0 40.9 0.9 (1.4 ) 52.4 Interest income 0.7 — 0.9 (1.4 ) 0.2 Income (loss) before taxes 3.1 (5.8 ) 78.2 (57.6 ) 17.9 Income tax (benefit) provision (6.6 ) (15.2 ) 26.3 — 4.5 Net income (loss) $ 9.7 $ 9.4 $ 51.9 $ (57.6 ) $ 13.4 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended March 31, 2016 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 320.7 $ — $ 1,141.3 $ (113.8 ) $ 1,348.2 Operating expenses: Cost of goods sold 275.3 — 1,013.9 (113.8 ) 1,175.4 Selling and administration 36.8 — 51.3 — 88.1 Restructuring charges 0.3 — 92.5 — 92.8 Acquisition-related costs 10.2 — — — 10.2 Other operating (expense) income (0.5 ) — 11.4 — 10.9 Operating income (loss) (2.4 ) — (5.0 ) — (7.4 ) Earnings of non-consolidated affiliates 0.2 — — — 0.2 Equity (loss) income in subsidiaries (28.8 ) 43.6 — (14.8 ) — Interest expense 10.7 38.2 1.0 (1.4 ) 48.5 Interest income 0.8 — 0.9 (1.4 ) 0.3 Income (loss) before taxes (40.9 ) 5.4 (5.1 ) (14.8 ) (55.4 ) Income tax (benefit) provision (3.0 ) (13.3 ) (1.2 ) — (17.5 ) Net (loss) income $ (37.9 ) $ 18.7 $ (3.9 ) $ (14.8 ) $ (37.9 ) CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended March 31, 2017 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net income (loss) $ 9.7 $ 9.4 $ 51.9 $ (57.6 ) $ 13.4 Other comprehensive income, net of tax: Foreign currency translation adjustments, net — — 6.0 — 6.0 Unrealized losses on derivative contracts, net (2.0 ) — — — (2.0 ) Amortization of prior service costs and actuarial losses, net 3.7 — 0.2 — 3.9 Total other comprehensive income, net of tax 1.7 — 6.2 — 7.9 Comprehensive income (loss) $ 11.4 $ 9.4 $ 58.1 $ (57.6 ) $ 21.3 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended March 31, 2016 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net (loss) income $ (37.9 ) $ 18.7 $ (3.9 ) $ (14.8 ) $ (37.9 ) Other comprehensive income, net of tax: Foreign currency translation adjustments, net — — 15.5 — 15.5 Unrealized gains on derivative contracts, net 3.0 — — — 3.0 Amortization of prior service costs and actuarial losses, net 3.3 — 0.5 — 3.8 Total other comprehensive income, net of tax 6.3 — 16.0 — 22.3 Comprehensive (loss) income $ (31.6 ) $ 18.7 $ 12.1 $ (14.8 ) $ (15.6 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2017 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ 59.6 $ — $ 40.3 $ — $ 99.9 Investing Activities Capital expenditures (24.1 ) — (58.9 ) — (83.0 ) Net investing activities (24.1 ) — (58.9 ) — (83.0 ) Financing Activities Long-term debt: Borrowings 500.0 1,375.0 — — 1,875.0 Repayments (590.2 ) (1,282.5 ) — — (1,872.7 ) Stock options exercised 8.8 — — — 8.8 Dividends paid (33.1 ) — — — (33.1 ) Debt issuance costs (8.3 ) (2.9 ) — — (11.2 ) Intercompany financing activities 89.6 (89.6 ) — — — Net financing activities (33.2 ) — — — (33.2 ) Effect of exchange rate changes on cash and cash equivalents — — 0.3 — 0.3 Net decrease in cash and cash equivalents 2.3 — (18.3 ) — (16.0 ) Cash and cash equivalents, beginning of period 25.2 — 159.3 — 184.5 Cash and cash equivalents, end of period $ 27.5 $ — $ 141.0 $ — $ 168.5 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2016 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ (35.5 ) $ — $ 82.5 $ — $ 47.0 Investing Activities Capital expenditures (16.2 ) — (59.9 ) — (76.1 ) Proceeds from disposition of property, plant and equipment — — 0.1 — 0.1 Proceeds from disposition of affiliated companies 2.2 — — — 2.2 Net investing activities (14.0 ) — (59.8 ) — (73.8 ) Financing Activities Long-term debt repayments (0.2 ) (16.9 ) — — (17.1 ) Dividends paid (33.0 ) — — — (33.0 ) Intercompany financing activities (16.9 ) 16.9 — — — Net financing activities (50.1 ) — — — (50.1 ) Effect of exchange rate changes on cash and cash equivalents — — 0.5 — 0.5 Net (decrease) increase in cash and cash equivalents (99.6 ) — 23.2 — (76.4 ) Cash and cash equivalents, beginning of period 119.4 — 272.6 — 392.0 Cash and cash equivalents, end of period $ 19.8 $ — $ 295.8 $ — $ 315.6 |