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 September 30, 2017 , December 31, 2016 and September 30, 2016 , the related condensed consolidating statements of operations and comprehensive income (loss) for each of the three and nine months ended September 30, 2017 and 2016 , and the related statements of cash flows for the nine months ended September 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 September 30, 2017 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 36.9 $ — $ 219.0 $ — $ 255.9 Receivables, net 106.0 — 623.5 — 729.5 Intercompany receivables — — 1,948.4 (1,948.4 ) — Income taxes receivable 13.4 — 4.6 (2.1 ) 15.9 Inventories 172.2 — 517.3 — 689.5 Other current assets 180.5 — 5.0 (158.4 ) 27.1 Total current assets 509.0 — 3,317.8 (2,108.9 ) 1,717.9 Property, plant and equipment, net 513.0 — 3,066.2 — 3,579.2 Investment in subsidiaries 6,155.3 3,828.7 — (9,984.0 ) — Deferred income taxes 140.9 — 127.0 (126.8 ) 141.1 Other assets 45.5 — 1,170.1 — 1,215.6 Long-term receivables—affiliates — 2,174.0 — (2,174.0 ) — Intangible assets, net 0.3 5.7 586.9 — 592.9 Goodwill — 966.3 1,153.5 — 2,119.8 Total assets $ 7,364.0 $ 6,974.7 $ 9,421.5 $ (14,393.7 ) $ 9,366.5 Liabilities and Shareholders' Equity Current liabilities: Current installments of long-term debt $ 0.7 $ 68.8 $ 12.2 $ — $ 81.7 Accounts payable 69.6 — 548.3 (4.4 ) 613.5 Intercompany payables 1,948.4 — — (1,948.4 ) — Income taxes payable — — 11.7 (2.1 ) 9.6 Accrued liabilities 146.0 — 305.0 (156.5 ) 294.5 Total current liabilities 2,164.7 68.8 877.2 (2,111.4 ) 999.3 Long-term debt 944.1 2,470.1 249.3 — 3,663.5 Accrued pension liability 405.7 — 213.0 — 618.7 Deferred income taxes — 250.5 931.8 (126.8 ) 1,055.5 Long-term payables—affiliates 1,267.2 — 906.8 (2,174.0 ) — Other liabilities 283.8 5.6 441.6 — 731.0 Total liabilities 5,065.5 2,795.0 3,619.7 (4,412.2 ) 7,068.0 Commitments and contingencies Shareholders' equity: Common stock 166.4 — 14.6 (14.6 ) 166.4 Additional paid-in capital 2,267.7 4,125.7 4,808.2 (8,933.9 ) 2,267.7 Accumulated other comprehensive loss (470.0 ) — (5.7 ) 5.7 (470.0 ) Retained earnings 334.4 54.0 984.7 (1,038.7 ) 334.4 Total shareholders' equity 2,298.5 4,179.7 5,801.8 (9,981.5 ) 2,298.5 Total liabilities and shareholders' equity $ 7,364.0 $ 6,974.7 $ 9,421.5 $ (14,393.7 ) $ 9,366.5 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 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 — 2,211.1 — (2,211.1 ) — 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 $ 6,881.9 $ 8,745.6 $ (13,908.8 ) $ 8,792.8 Liabilities and Shareholders' Equity Current liabilities: Current installments of long-term debt $ 0.6 $ 67.5 $ 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 1,954.9 67.5 749.3 (1,876.9 ) 894.8 Long-term debt 1,154.9 2,430.3 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 — 985.1 (2,211.1 ) — Other liabilities 266.3 — 69.2 — 335.5 Total liabilities 4,743.4 2,739.3 3,199.1 (4,219.7 ) 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 $ 6,881.9 $ 8,745.6 $ (13,908.8 ) $ 8,792.8 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Nine Months Ended September 30, 2017 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 1,000.9 $ — $ 3,976.9 $ (329.3 ) $ 4,648.5 Operating expenses: Cost of goods sold 883.3 — 3,589.4 (329.3 ) 4,143.4 Selling and administration 99.7 — 154.9 — 254.6 Restructuring charges — — 25.9 — 25.9 Acquisition-related costs 12.5 — — — 12.5 Other operating (expense) income (7.1 ) — 7.0 — (0.1 ) Operating (loss) income (1.7 ) — 213.7 — 212.0 Earnings of non-consolidated affiliates 1.5 — — — 1.5 Equity income (loss) in subsidiaries 72.9 94.0 — (166.9 ) — Interest expense 33.3 123.8 5.5 (4.6 ) 158.0 Interest income 4.7 — 0.9 (4.6 ) 1.0 Income (loss) before taxes 44.1 (29.8 ) 209.1 (166.9 ) 56.5 Income tax (benefit) provision (16.1 ) (45.7 ) 58.1 — (3.7 ) Net income (loss) $ 60.2 $ 15.9 $ 151.0 $ (166.9 ) $ 60.2 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended September 30, 2017 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 348.0 $ — $ 1,321.8 $ (114.9 ) $ 1,554.9 Operating expenses: Cost of goods sold 313.8 — 1,146.7 (114.9 ) 1,345.6 Selling and administration 31.1 — 55.3 — 86.4 Restructuring charges — — 9.2 — 9.2 Acquisition-related costs 1.1 — — — 1.1 Other operating (expense) income (2.6 ) — 2.6 — — Operating (loss) income (0.6 ) — 113.2 — 112.6 Earnings of non-consolidated affiliates 0.5 — — — 0.5 Equity income (loss) in subsidiaries 54.5 54.7 — (109.2 ) — Interest expense 11.9 41.0 1.5 (1.3 ) 53.1 Interest income 1.7 — — (1.3 ) 0.4 Income (loss) before taxes 44.2 13.7 111.7 (109.2 ) 60.4 Income tax (benefit) provision (8.5 ) (15.0 ) 31.2 — 7.7 Net income (loss) $ 52.7 $ 28.7 $ 80.5 $ (109.2 ) $ 52.7 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Nine Months Ended September 30, 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 COMPREHENSIVE INCOME (LOSS) Nine Months Ended September 30, 2017 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net income (loss) $ 60.2 $ 15.9 $ 151.0 $ (166.9 ) $ 60.2 Other comprehensive income, net of tax: Foreign currency translation adjustments, net — — 31.7 — 31.7 Unrealized losses on derivative contracts, net (4.4 ) — — — (4.4 ) Amortization of prior service costs and actuarial losses, net 11.6 — 1.1 — 12.7 Total other comprehensive income, net of tax 7.2 — 32.8 — 40.0 Comprehensive income (loss) $ 67.4 $ 15.9 $ 183.8 $ (166.9 ) $ 100.2 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended September 30, 2017 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net income (loss) $ 52.7 $ 28.7 $ 80.5 $ (109.2 ) $ 52.7 Other comprehensive income, net of tax: Foreign currency translation adjustments, net — — 9.8 — 9.8 Unrealized gains on derivative contracts, net 1.3 — — — 1.3 Amortization of prior service costs and actuarial losses, net 3.6 — 0.7 — 4.3 Total other comprehensive income, net of tax 4.9 — 10.5 — 15.4 Comprehensive income (loss) $ 57.6 $ 28.7 $ 91.0 $ (109.2 ) $ 68.1 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Nine Months Ended September 30, 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 (LOSS) 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 CASH FLOWS Nine Months Ended September 30, 2017 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ 290.3 $ — $ 164.8 $ — $ 455.1 Investing Activities Capital expenditures (64.5 ) — (145.5 ) — (210.0 ) Payments under long-term supply contracts — — (209.4 ) — (209.4 ) Proceeds from disposition of property, plant and equipment — — 0.1 — 0.1 Net investing activities (64.5 ) — (354.8 ) — (419.3 ) Financing Activities Long-term debt: Borrowings 620.0 1,375.0 40.0 — 2,035.0 Repayments (590.5 ) (1,316.9 ) — — (1,907.4 ) Stock options exercised 18.5 — — — 18.5 Dividends paid (99.6 ) — — — (99.6 ) Debt issuance costs (8.3 ) (2.9 ) — — (11.2 ) Intercompany financing activities (154.2 ) (55.2 ) 209.4 — — Net financing activities (214.1 ) — 249.4 — 35.3 Effect of exchange rate changes on cash and cash equivalents — — 0.3 — 0.3 Net increase in cash and cash equivalents 11.7 — 59.7 — 71.4 Cash and cash equivalents, beginning of period 25.2 — 159.3 — 184.5 Cash and cash equivalents, end of period $ 36.9 $ — $ 219.0 $ — $ 255.9 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 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 contracts — — (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 period 119.4 — 272.6 — 392.0 Cash and cash equivalents, end of period $ 15.5 $ — $ 111.5 $ — $ 127.0 |