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 June 30, 2017 , December 31, 2016 and June 30, 2016 , the related condensed consolidating statements of operations and comprehensive income for each of the three and six months ended June 30, 2017 and 2016 , and the related statements of cash flows for the six months ended June 30, 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 June 30, 2017 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 28.9 $ — $ 155.6 $ — $ 184.5 Receivables, net 101.7 — 680.5 — 782.2 Intercompany receivables — 2.9 2,052.9 (2,055.8 ) — Income taxes receivable 18.8 — 7.2 (5.1 ) 20.9 Inventories 178.2 — 488.0 — 666.2 Other current assets 183.1 — 7.0 (152.9 ) 37.2 Total current assets 510.7 2.9 3,391.2 (2,213.8 ) 1,691.0 Property, plant and equipment, net 509.1 — 3,118.3 — 3,627.4 Investment in subsidiaries 6,082.7 3,774.0 — (9,856.7 ) — Deferred income taxes 151.8 — 97.8 (124.4 ) 125.2 Other assets 46.9 — 578.7 — 625.6 Long-term receivables—affiliates — 2,204.3 — (2,204.3 ) — Intangible assets, net 0.4 5.7 599.5 — 605.6 Goodwill — 966.3 1,153.2 — 2,119.5 Total assets $ 7,301.6 $ 6,953.2 $ 8,938.7 $ (14,399.2 ) $ 8,794.3 Liabilities and Shareholders' Equity Current liabilities: Current installments of long-term debt $ 0.8 $ 68.8 $ 12.1 $ — $ 81.7 Accounts payable 58.0 — 603.7 (5.6 ) 656.1 Intercompany payables 2,055.8 — — (2,055.8 ) — Income taxes payable — — 12.2 (5.1 ) 7.1 Accrued liabilities 116.1 — 296.6 (151.2 ) 261.5 Total current liabilities 2,230.7 68.8 924.6 (2,217.7 ) 1,006.4 Long-term debt 822.3 2,487.4 209.2 — 3,518.9 Accrued pension liability 421.7 — 203.9 — 625.6 Deferred income taxes — 237.9 924.1 (124.4 ) 1,037.6 Long-term payables—affiliates 1,284.4 — 919.9 (2,204.3 ) — Other liabilities 283.9 8.1 55.2 — 347.2 Total liabilities 5,043.0 2,802.2 3,236.9 (4,546.4 ) 6,535.7 Commitments and contingencies Shareholders' equity: Common stock 166.3 — 14.6 (14.6 ) 166.3 Additional paid-in capital 2,262.7 4,125.7 4,808.2 (8,933.9 ) 2,262.7 Accumulated other comprehensive loss (485.4 ) — (8.6 ) 8.6 (485.4 ) Retained earnings 315.0 25.3 887.6 (912.9 ) 315.0 Total shareholders' equity 2,258.6 4,151.0 5,701.8 (9,852.8 ) 2,258.6 Total liabilities and shareholders' equity $ 7,301.6 $ 6,953.2 $ 8,938.7 $ (14,399.2 ) $ 8,794.3 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 June 30, 2016 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 23.2 $ — $ 43.4 $ — $ 66.6 Receivables, net 98.2 — 692.3 — 790.5 Intercompany receivables — 22.3 1,712.1 (1,734.4 ) — Income taxes receivable 35.1 — 10.7 — 45.8 Inventories 175.2 — 461.0 — 636.2 Other current assets 146.1 — 5.4 (127.7 ) 23.8 Total current assets 477.8 22.3 2,924.9 (1,862.1 ) 1,562.9 Property, plant and equipment, net 494.7 — 3,298.6 — 3,793.3 Investment in subsidiaries 5,957.3 3,655.0 — (9,612.3 ) — Deferred income taxes 166.2 — 88.5 (147.7 ) 107.0 Other assets 40.4 — 548.2 — 588.6 Long-term receivables—affiliates — 2,262.4 — (2,262.4 ) — Intangible assets, net 0.5 5.7 665.0 — 671.2 Goodwill — 994.2 1,192.1 — 2,186.3 Total assets $ 7,136.9 $ 6,939.6 $ 8,717.3 $ (13,884.5 ) $ 8,909.3 Liabilities and Shareholders' Equity Current liabilities: Current installments of long-term debt $ 0.6 $ 67.5 $ 12.2 $ — $ 80.3 Accounts payable 59.8 — 476.6 — 536.4 Intercompany payables 1,734.4 — — (1,734.4 ) — Income taxes payable 0.6 — 7.6 — 8.2 Accrued liabilities 133.4 — 287.9 (127.7 ) 293.6 Total current liabilities 1,928.8 67.5 784.3 (1,862.1 ) 918.5 Long-term debt 1,158.3 2,444.8 12.4 — 3,615.5 Accrued pension liability 164.1 — 452.6 — 616.7 Deferred income taxes — 294.7 932.3 (147.7 ) 1,079.3 Long-term payables—affiliates 1,277.3 — 985.1 (2,262.4 ) — Other liabilities 277.4 — 70.9 — 348.3 Total liabilities 4,805.9 2,807.0 3,237.6 (4,272.2 ) 6,578.3 Commitments and contingencies Shareholders' equity: Common stock 165.2 — 15.1 (15.1 ) 165.2 Additional paid-in capital 2,240.3 4,125.7 4,756.4 (8,882.1 ) 2,240.3 Accumulated other comprehensive loss (479.3 ) — (21.1 ) 21.1 (479.3 ) Retained earnings 404.8 6.9 729.3 (736.2 ) 404.8 Total shareholders' equity 2,331.0 4,132.6 5,479.7 (9,612.3 ) 2,331.0 Total liabilities and shareholders' equity $ 7,136.9 $ 6,939.6 $ 8,717.3 $ (13,884.5 ) $ 8,909.3 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2017 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 652.9 $ — $ 2,655.1 $ (214.4 ) $ 3,093.6 Operating expenses: Cost of goods sold 569.5 — 2,442.7 (214.4 ) 2,797.8 Selling and administration 68.6 — 99.6 — 168.2 Restructuring charges — — 16.7 — 16.7 Acquisition-related costs 11.4 — — — 11.4 Other operating (expense) income (4.5 ) — 4.4 — (0.1 ) Operating (loss) income (1.1 ) — 100.5 — 99.4 Earnings of non-consolidated affiliates 1.0 — — — 1.0 Equity income (loss) in subsidiaries 18.4 39.3 — (57.7 ) — Interest expense 21.4 82.8 4.0 (3.3 ) 104.9 Interest income 3.0 — 0.9 (3.3 ) 0.6 Income (loss) before taxes (0.1 ) (43.5 ) 97.4 (57.7 ) (3.9 ) Income tax (benefit) provision (7.6 ) (30.7 ) 26.9 — (11.4 ) Net income (loss) $ 7.5 $ (12.8 ) $ 70.5 $ (57.7 ) $ 7.5 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2017 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 338.1 $ — $ 1,294.7 $ (106.3 ) $ 1,526.5 Operating expenses: Cost of goods sold 294.7 — 1,215.7 (106.3 ) 1,404.1 Selling and administration 27.5 — 52.5 — 80.0 Restructuring charges — — 8.5 — 8.5 Acquisition-related costs 4.4 — — — 4.4 Other operating (expense) income (4.0 ) — 4.3 — 0.3 Operating income 7.5 — 22.3 — 29.8 Earnings of non-consolidated affiliates 0.5 — — — 0.5 Equity (loss) income in subsidiaries (7.8 ) 4.2 — 3.6 — Interest expense 9.4 41.9 3.1 (1.9 ) 52.5 Interest income 2.3 — — (1.9 ) 0.4 Income (loss) before taxes (6.9 ) (37.7 ) 19.2 3.6 (21.8 ) Income tax (benefit) provision (1.0 ) (15.5 ) 0.6 — (15.9 ) Net (loss) income $ (5.9 ) $ (22.2 ) $ 18.6 $ 3.6 $ (5.9 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2016 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 650.5 $ — $ 2,296.0 $ (234.3 ) $ 2,712.2 Operating expenses: Cost of goods sold 560.7 — 2,085.9 (234.3 ) 2,412.3 Selling and administration 72.8 — 94.6 — 167.4 Restructuring charges 0.6 — 100.4 — 101.0 Acquisition-related costs 25.3 — 1.2 — 26.5 Other operating (expense) income (1.1 ) — 11.8 — 10.7 Operating (loss) income (10.0 ) — 25.7 — 15.7 Earnings of non-consolidated affiliates 0.6 — — — 0.6 Equity (loss) income in subsidiaries (21.2 ) 59.3 — (38.1 ) — Interest expense 21.0 76.0 1.9 (2.8 ) 96.1 Interest income 1.5 — 2.1 (2.8 ) 0.8 Income (loss) before taxes (50.1 ) (16.7 ) 25.9 (38.1 ) (79.0 ) Income tax benefit (11.2 ) (28.2 ) (0.7 ) — (40.1 ) Net (loss) income $ (38.9 ) $ 11.5 $ 26.6 $ (38.1 ) $ (38.9 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2016 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 329.8 $ — $ 1,154.7 $ (120.5 ) $ 1,364.0 Operating expenses: Cost of goods sold 285.4 — 1,072.0 (120.5 ) 1,236.9 Selling and administration 36.0 — 43.3 — 79.3 Restructuring charges 0.3 — 7.9 — 8.2 Acquisition-related costs 15.1 — 1.2 — 16.3 Other operating (expense) income (0.6 ) — 0.4 — (0.2 ) Operating (loss) income (7.6 ) — 30.7 — 23.1 Earnings of non-consolidated affiliates 0.4 — — — 0.4 Equity income (loss) in subsidiaries 7.6 15.7 — (23.3 ) — Interest expense 10.3 37.8 0.9 (1.4 ) 47.6 Interest income 0.7 — 1.2 (1.4 ) 0.5 Income (loss) before taxes (9.2 ) (22.1 ) 31.0 (23.3 ) (23.6 ) Income tax (benefit) provision (8.2 ) (14.9 ) 0.5 — (22.6 ) Net (loss) income $ (1.0 ) $ (7.2 ) $ 30.5 $ (23.3 ) $ (1.0 ) CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Six Months Ended June 30, 2017 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net income (loss) $ 7.5 $ (12.8 ) $ 70.5 $ (57.7 ) $ 7.5 Other comprehensive income, net of tax: Foreign currency translation adjustments, net — — 21.9 — 21.9 Unrealized losses on derivative contracts, net (5.7 ) — — — (5.7 ) Amortization of prior service costs and actuarial losses, net 8.0 — 0.4 — 8.4 Total other comprehensive income, net of tax 2.3 — 22.3 — 24.6 Comprehensive income (loss) $ 9.8 $ (12.8 ) $ 92.8 $ (57.7 ) $ 32.1 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2017 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net (loss) income $ (5.9 ) $ (22.2 ) $ 18.6 $ 3.6 $ (5.9 ) Other comprehensive income, net of tax: Foreign currency translation adjustments, net — — 15.9 — 15.9 Unrealized losses on derivative contracts, net (3.7 ) — — — (3.7 ) Amortization of prior service costs and actuarial losses, net 4.3 — 0.2 — 4.5 Total other comprehensive income, net of tax 0.6 — 16.1 — 16.7 Comprehensive (loss) income $ (5.3 ) $ (22.2 ) $ 34.7 $ 3.6 $ 10.8 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Six Months Ended June 30, 2016 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net (loss) income $ (38.9 ) $ 11.5 $ 26.6 $ (38.1 ) $ (38.9 ) Other comprehensive income, net of tax: Foreign currency translation adjustments, net — — 4.7 — 4.7 Unrealized gains on derivative contracts, net 1.2 — — — 1.2 Amortization of prior service costs and actuarial losses, net 6.7 — 0.6 — 7.3 Total other comprehensive income, net of tax 7.9 — 5.3 — 13.2 Comprehensive (loss) income $ (31.0 ) $ 11.5 $ 31.9 $ (38.1 ) $ (25.7 ) CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2016 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net (loss) income $ (1.0 ) $ (7.2 ) $ 30.5 $ (23.3 ) $ (1.0 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, net — — (10.8 ) — (10.8 ) Unrealized losses on derivative contracts, net (1.8 ) — — — (1.8 ) Amortization of prior service costs and actuarial losses, net 3.4 — 0.1 — 3.5 Total other comprehensive income (loss), net of tax 1.6 — (10.7 ) — (9.1 ) Comprehensive income (loss) $ 0.6 $ (7.2 ) $ 19.8 $ (23.3 ) $ (10.1 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2017 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ 124.4 $ — $ 103.0 $ — $ 227.4 Investing Activities Capital expenditures (43.9 ) — (107.0 ) — (150.9 ) Proceeds from disposition of property, plant and equipment — — 0.1 — 0.1 Net investing activities (43.9 ) — (106.9 ) — (150.8 ) Financing Activities Long-term debt: Borrowings 500.0 1,375.0 — — 1,875.0 Repayments (590.4 ) (1,299.7 ) — — (1,890.1 ) Stock options exercised 15.8 — — — 15.8 Dividends paid (66.3 ) — — — (66.3 ) Debt issuance costs (8.3 ) (2.9 ) — — (11.2 ) Intercompany financing activities 72.4 (72.4 ) — — — Net financing activities (76.8 ) — — — (76.8 ) Effect of exchange rate changes on cash and cash equivalents — — 0.2 — 0.2 Net increase (decrease) in cash and cash equivalents 3.7 — (3.7 ) — — Cash and cash equivalents, beginning of period 25.2 — 159.3 — 184.5 Cash and cash equivalents, end of period $ 28.9 $ — $ 155.6 $ — $ 184.5 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2016 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ 305.4 $ — $ (119.2 ) $ — $ 186.2 Investing Activities Capital expenditures (26.8 ) — (110.6 ) — (137.4 ) Business acquired in purchase transaction, net of cash acquired (69.5 ) — — — (69.5 ) Payments under long-term supply contract — — (85.0 ) — (85.0 ) Proceeds from disposition of property, plant and equipment 0.2 — 0.2 — 0.4 Proceeds from disposition of affiliated companies 4.4 — — — 4.4 Net investing activities (91.7 ) — (195.4 ) — (287.1 ) Financing Activities Long-term debt repayments (125.2 ) (33.8 ) — — (159.0 ) Stock options exercised 0.2 — — — 0.2 Dividends paid (66.1 ) — — — (66.1 ) Intercompany financing activities (118.8 ) 33.8 85.0 — — Net financing activities (309.9 ) — 85.0 — (224.9 ) Effect of exchange rate changes on cash and cash equivalents — — 0.4 — 0.4 Net decrease in cash and cash equivalents (96.2 ) — (229.2 ) — (325.4 ) Cash and cash equivalents, beginning of period 119.4 — 272.6 — 392.0 Cash and cash equivalents, end of period $ 23.2 $ — $ 43.4 $ — $ 66.6 |