SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION | SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION In October 2015, Blue Cube Spinco LLC (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 DowDuPont 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, 2018 , December 31, 2017 and June 30, 2017 , the related condensed consolidating statements of operations, comprehensive income (loss) for each of the three and six months ended June 30, 2018 and 2017 , and the related statements of cash flows for the six months ended June 30, 2018 and 2017 , 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, 2018 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 74.3 $ — $ 69.9 $ — $ 144.2 Receivables, net 109.6 — 727.6 — 837.2 Intercompany receivables — — 2,305.8 (2,305.8 ) — Income taxes receivable 11.8 — 6.3 (0.3 ) 17.8 Inventories, net 170.4 — 545.9 — 716.3 Other current assets 216.2 — 6.7 (175.2 ) 47.7 Total current assets 582.3 — 3,662.2 (2,481.3 ) 1,763.2 Property, plant and equipment, net 577.8 — 2,923.6 — 3,501.4 Investment in subsidiaries 6,737.5 4,107.6 — (10,845.1 ) — Deferred income taxes 28.3 1.0 40.5 (30.1 ) 39.7 Other assets 24.7 — 1,144.8 — 1,169.5 Long-term receivables—affiliates — 1,462.2 — (1,462.2 ) — Intangible assets, net 0.3 5.7 538.3 — 544.3 Goodwill — 966.3 1,153.4 — 2,119.7 Total assets $ 7,950.9 $ 6,542.8 $ 9,462.8 $ (14,818.7 ) $ 9,137.8 Liabilities and Shareholders’ Equity Current liabilities: Current installments of long-term debt $ 0.9 $ — $ — $ — $ 0.9 Accounts payable 75.7 — 609.0 (3.3 ) 681.4 Intercompany payables 2,305.8 — — (2,305.8 ) — Income taxes payable — — 15.8 (0.3 ) 15.5 Accrued liabilities 116.6 — 340.8 (173.0 ) 284.4 Total current liabilities 2,499.0 — 965.6 (2,482.4 ) 982.2 Long-term debt 1,350.4 1,912.2 250.0 — 3,512.6 Accrued pension liability 376.2 — 226.5 — 602.7 Deferred income taxes — 4.1 538.7 (30.1 ) 512.7 Long-term payables—affiliates 640.0 — 822.2 (1,462.2 ) — Other liabilities 322.2 5.6 436.7 — 764.5 Total liabilities 5,187.8 1,921.9 3,239.7 (3,974.7 ) 6,374.7 Commitments and contingencies Shareholders’ equity: Common stock 167.0 — 14.6 (14.6 ) 167.0 Additional paid-in capital 2,280.5 4,125.7 4,808.2 (8,933.9 ) 2,280.5 Accumulated other comprehensive loss (573.2 ) — (1.1 ) 1.1 (573.2 ) Retained earnings 888.8 495.2 1,401.4 (1,896.6 ) 888.8 Total shareholders’ equity 2,763.1 4,620.9 6,223.1 (10,844.0 ) 2,763.1 Total liabilities and shareholders’ equity $ 7,950.9 $ 6,542.8 $ 9,462.8 $ (14,818.7 ) $ 9,137.8 CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2017 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 57.1 $ — $ 161.3 $ — $ 218.4 Receivables, net 95.6 — 637.6 — 733.2 Intercompany receivables — — 2,093.2 (2,093.2 ) — Income taxes receivable 11.7 — 6.3 (1.1 ) 16.9 Inventories, net 155.4 — 527.2 — 682.6 Other current assets 206.2 — 5.3 (163.4 ) 48.1 Total current assets 526.0 — 3,430.9 (2,257.7 ) 1,699.2 Property, plant and equipment, net 544.4 — 3,031.4 — 3,575.8 Investment in subsidiaries 6,680.4 4,092.3 — (10,772.7 ) — Deferred income taxes 38.1 — 34.5 (36.2 ) 36.4 Other assets 45.9 — 1,162.5 — 1,208.4 Long-term receivables—affiliates — 2,132.1 — (2,132.1 ) — Intangible assets, net 0.3 5.7 572.5 — 578.5 Goodwill — 966.3 1,153.7 — 2,120.0 Total assets $ 7,835.1 $ 7,196.4 $ 9,385.5 $ (15,198.7 ) $ 9,218.3 Liabilities and Shareholders’ Equity Current liabilities: Current installments of long-term debt $ 0.7 $ — $ — $ — $ 0.7 Accounts payable 83.2 — 590.0 (3.4 ) 669.8 Intercompany payables 2,093.2 — — (2,093.2 ) — Income taxes payable — — 10.5 (1.1 ) 9.4 Accrued liabilities 117.7 — 318.1 (161.4 ) 274.4 Total current liabilities 2,294.8 — 918.6 (2,259.1 ) 954.3 Long-term debt 839.4 2,522.2 249.7 — 3,611.3 Accrued pension liability 406.7 — 229.2 — 635.9 Deferred income taxes — 3.0 544.4 (36.2 ) 511.2 Long-term payables—affiliates 1,250.0 — 882.1 (2,132.1 ) — Other liabilities 290.5 5.6 455.8 — 751.9 Total liabilities 5,081.4 2,530.8 3,279.8 (4,427.4 ) 6,464.6 Commitments and contingencies Shareholders’ equity: Common stock 167.1 — 14.6 (14.6 ) 167.1 Additional paid-in capital 2,280.9 4,125.7 4,808.2 (8,933.9 ) 2,280.9 Accumulated other comprehensive loss (484.6 ) — (4.6 ) 4.6 (484.6 ) Retained earnings 790.3 539.9 1,287.5 (1,827.4 ) 790.3 Total shareholders’ equity 2,753.7 4,665.6 6,105.7 (10,771.3 ) 2,753.7 Total liabilities and shareholders’ equity $ 7,835.1 $ 7,196.4 $ 9,385.5 $ (15,198.7 ) $ 9,218.3 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, net 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 STATEMENTS OF OPERATIONS Three Months Ended June 30, 2018 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 369.5 $ — $ 1,465.9 $ (107.0 ) $ 1,728.4 Operating expenses: Cost of goods sold 332.9 — 1,234.8 (107.0 ) 1,460.7 Selling and administration 53.2 — 57.1 — 110.3 Restructuring charges — — 6.4 — 6.4 Acquisition-related costs 0.3 — — — 0.3 Other operating (expense) income (3.2 ) — 3.2 — — Operating (loss) income (20.1 ) — 170.8 — 150.7 Losses of non-consolidated affiliates (21.1 ) — — — (21.1 ) Equity income in subsidiaries 98.5 88.1 — (186.6 ) — Interest expense 18.1 37.8 6.8 (1.6 ) 61.1 Interest income 1.9 — 0.1 (1.6 ) 0.4 Non-operating pension income (expense) 6.7 — (1.3 ) — 5.4 Income before taxes 47.8 50.3 162.8 (186.6 ) 74.3 Income tax (benefit) provision (10.8 ) (9.2 ) 35.7 — 15.7 Net income $ 58.6 $ 59.5 $ 127.1 $ (186.6 ) $ 58.6 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2018 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 722.2 $ — $ 2,932.9 $ (216.4 ) $ 3,438.7 Operating expenses: Cost of goods sold 644.9 — 2,560.9 (216.4 ) 2,989.4 Selling and administration 100.3 — 110.5 — 210.8 Restructuring charges — — 10.4 — 10.4 Acquisition-related costs 0.6 — — — 0.6 Other operating income 2.6 — 5.5 — 8.1 Operating (loss) income (21.0 ) — 256.6 — 235.6 Losses of non-consolidated affiliates (20.6 ) — — — (20.6 ) Equity income in subsidiaries 126.9 110.3 — (237.2 ) — Interest expense 35.1 79.1 13.7 (3.1 ) 124.8 Interest income 2.9 — 1.0 (3.1 ) 0.8 Non-operating pension income (expense) 13.4 — (2.6 ) — 10.8 Income before taxes 66.5 31.2 241.3 (237.2 ) 101.8 Income tax (benefit) provision (13.0 ) (19.1 ) 54.4 — 22.3 Net income $ 79.5 $ 50.3 $ 186.9 $ (237.2 ) $ 79.5 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 299.5 — 1,214.7 (106.3 ) 1,407.9 Selling and administration 32.3 — 52.5 — 84.8 Restructuring charges — — 8.5 — 8.5 Acquisition-related costs 4.4 — — — 4.4 Other operating (expense) income (4.0 ) — 4.3 — 0.3 Operating (loss) income (2.1 ) — 23.3 — 21.2 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 Non-operating pension income (expense) 9.6 — (1.0 ) — 8.6 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, 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 579.1 — 2,440.7 (214.4 ) 2,805.4 Selling and administration 78.1 — 99.6 — 177.7 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 (20.2 ) — 102.5 — 82.3 Earnings of non-consolidated affiliates 1.0 — — — 1.0 Equity income 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 Non-operating pension income (expense) 19.1 — (2.0 ) — 17.1 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 COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2018 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net income $ 58.6 $ 59.5 $ 127.1 $ (186.6 ) $ 58.6 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, net — — (26.1 ) — (26.1 ) Unrealized losses on derivative contracts, net (2.4 ) — — — (2.4 ) Amortization of prior service costs and actuarial losses, net 7.7 — 0.4 — 8.1 Total other comprehensive income (loss), net of tax 5.3 — (25.7 ) — (20.4 ) Comprehensive income $ 63.9 $ 59.5 $ 101.4 $ (186.6 ) $ 38.2 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Six Months Ended June 30, 2018 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net income $ 79.5 $ 50.3 $ 186.9 $ (237.2 ) $ 79.5 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, net — — (13.7 ) — (13.7 ) Unrealized losses on derivative contracts, net (2.5 ) — — — (2.5 ) Amortization of prior service costs and actuarial losses, net 13.1 — 0.4 — 13.5 Total other comprehensive income (loss), net of tax 10.6 — (13.3 ) — (2.7 ) Comprehensive income $ 90.1 $ 50.3 $ 173.6 $ (237.2 ) $ 76.8 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, 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 CASH FLOWS Six Months Ended June 30, 2018 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ 157.2 $ — $ 107.1 $ — $ 264.3 Investing Activities Capital expenditures (72.3 ) — (103.7 ) — (176.0 ) Proceeds from disposition of property, plant and equipment — — 0.1 — 0.1 Distributions from consolidated subsidiaries, net 95.0 95.0 — (190.0 ) — Net investing activities 22.7 95.0 (103.6 ) (190.0 ) (175.9 ) Financing Activities Long-term debt: Borrowings 550.0 — 20.0 — 570.0 Repayments (20.4 ) (610.0 ) (19.7 ) — (650.1 ) Common stock repurchased and retired (9.1 ) — — — (9.1 ) Stock options exercised 2.2 — — — 2.2 Dividends paid (66.9 ) (95.0 ) (95.0 ) 190.0 (66.9 ) Debt issuance costs (8.5 ) — — — (8.5 ) Intercompany financing activities (610.0 ) 610.0 — — — Net financing activities (162.7 ) (95.0 ) (94.7 ) 190.0 (162.4 ) Effect of exchange rate changes on cash and cash equivalents — — (0.2 ) — (0.2 ) Net increase (decrease) in cash and cash equivalents 17.2 — (91.4 ) — (74.2 ) Cash and cash equivalents, beginning of period 57.1 — 161.3 — 218.4 Cash and cash equivalents, end of period $ 74.3 $ — $ 69.9 $ — $ 144.2 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 |