UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~December 3031, 2015

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 333-179870-02

NEXEO SOLUTIONS HOLDINGS, LLC

(Exact name of registrant as specified in its charter)



Delaware		27-4328676
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3 Waterway Square Place, Suite 1000 The Woodlands, Texas		77380
(Address of principal executive offices)		(Zip Code)

(281) 297-0700

(Registrant’'s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No ý

(Explanatory Note: The registrant is a voluntary filer and is not subject to the filing requirements of the Securities Exchange Act of 1934. However, during the preceding 12 months, the registrant has filed all reports that it would have been required to file by Section 13 or 15(d) of the Securities Exchange Act of 1934 if the registrant was subject to the filing requirements of the Securities Exchange Act of 1934.)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “"large accelerated filer,”" “"accelerated filer,”" and “"smaller reporting company”" in Rule 12b-2 of the Exchange Act.



Large accelerated filer o		Accelerated filer o

Non-accelerated filer x (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

The equity interests of the registrant are not publicly held. At ~~August~~February 78, ~~2015~~2016, the registrant’'s common equity consisted of membership interests, 99.5% of which was held by TPG Accolade, L.P. and the remaining interests were held by management of Nexeo Solutions Holdings, LLC.

Table of Contents

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION
Forward Looking Statements		3
Item 1. Financial Statements (unaudited)		4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Income (Loss)	6
	Condensed Consolidated Statement of Members’ Equity	7
	Condensed Consolidated Statement of Members' Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		40
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		31
Item 3. Quantitative and Qualitative Disclosures About Market Risk		5843
Item 4. Controls and Procedures		6045
PART II—OTHER INFORMATION		6146
Item 1. Legal Proceedings		6146
Item 1A. Risk Factors		6146
Item 2. Unregistered Sales of Equity Securities And Use of Proceeds		6146
Item 6. Exhibits		6348

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Forward-Looking Statements

Certain information and statements contained in this Quarterly Report on Form 10-Q are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "PSLRA") codified at Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This statement is included for purposes of complying with the safe harbor provisions of the PSLRA. Forward-looking statements include statements regarding our expectations, beliefs, intentions, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical facts. These statements may be identified, without limitation, by the use of forward-looking terminology such as "anticipate," "assume," "believe," "estimate," "expect," "intend," "plan," "project," "may," "will," "could," "would" and similar expressions. Certain forward-looking statements are included in this Quarterly Report on Form 10-Q, principally in the sections captioned "Item 2. Management’'s Discussion and Analysis of Financial Condition and Results of Operations" in Part I and "Item 1A. Risk Factors" in Part II.

These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Unless otherwise indicated or the context otherwise requires, comments concerning our expectations for future revenues and operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could have material adverse effects on our future results. Our future results will depend upon various other risks and uncertainties, including those described in the section captioned "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K filed on December 57, ~~2014~~2015. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise. All forward-looking statements attributable to us are qualified in their entirety by this cautionary statement.

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PART I

Item 1. Financial Statements

Nexeo Solutions Holdings, LLC and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited, in millions)

	June 30, 2015			September 30, 2014
	December 31, 2015			September 30, 2015
Current Assets
Cash and cash equivalents	$	8957.08		$	88127.27
Accounts and notes receivable (net of allowance for doubtful accounts of $4.3 million and $6.3 million, respectively)	545.4			636.6
Accounts and notes receivable (net of allowance for doubtful accounts of $3.4 million and $3.8 million, respectively)	448.7			508.7
Inventories	~~367~~315.80			~~389~~325.91
Other current assets	2420.68			3322.50
Total current assets	~~1,026~~842.83			~~1,148~~983.25
Non-Current Assets
Property, plant and equipment, net	~~220~~237.82			~~224~~231.02
Goodwill	~~376~~371.03			~~379~~373.57
Other intangible assets, net of amortization	~~115~~107.4			~~127~~111.4
Other non-current assets	2016.06			2718.02
Total non-current assets	732.25			~~757~~734.95
Total Assets	$	1,~~759~~574.08		$	1,~~906~~718.10
Current Liabilities
Short-term borrowings and current portion of long-term debt and capital lease obligations	$	4339.78		$	5472.4
Accounts payable	~~369~~277.9			~~443~~326.6
Accrued expenses and other liabilities	6444.70			63.9
Related party payable	0.4			2.0
Income taxes payable	0.8			2.5
Income taxes payable	2.3			3.6
Total current liabilities	362.5			465.4
Total current liabilities	481.0			567.5
Non-Current Liabilities
Long-term debt and capital lease obligations, less current portion, net	~~897~~825.65			~~918~~863.45
Deferred income taxes	8792.51			8491.95
Other non-current liabilities	1011.28			1012.56
Total non-current liabilities	~~995~~929.34			~~1,013~~967.86
Total Liabilities	1,~~476~~291.39			1,~~581~~433.30
Commitments and contingencies (see Note 13)
Commitments and contingencies (see Note 12)
Redeemable noncontrolling interest	—			3.3
Members' Equity
Members’ Equity
Series A membership interest	490.4			490.4
Series A membership interest	490.4			490.5
Series B membership interest	5.3			5.1
Series B membership interest	4.8			3.9
Accumulated deficit	(158.6		)	(162.9		)
Accumulated deficit	(172.4		)	(152.2		)
Accumulated other comprehensive loss	(54.2		)	(47.6		)
Accumulated other comprehensive loss	(40.1		)	(20.7		)
Total members' equity	282.9			285.0
Total members’ equity	282.7			321.5
Total Liabilities and Members' Equity	$	1,574.8		$	1,718.0
Total Liabilities and Members’ Equity	$	1,759.0		$	1,906.1

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Nexeo Solutions Holdings, LLC and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited, in millions)

	Three Months Ended June 30,						Nine Months Ended June 30,
	Three Months Ended December 31,
	2015			2014			~~2015~~			~~2014~~
Sales and operating revenues	$	~~988~~827.87		$	1,~~193~~017.47		$	~~3,019.3~~		$	~~3,359.5~~
Cost of sales and operating expenses	~~877~~732.5			~~1,084~~925.37			~~2,716.8~~			~~3,062.0~~
Gross profit	~~111~~95.32			~~109~~92.10			~~302.5~~			~~297.5~~
Selling, general and administrative expenses	8274.97			8783.6			~~248.5~~			~~247.7~~
Transaction related costs	—1.0			20.81			~~0.1~~			~~11.7~~
Operating income	2819.45			188.73			~~53.9~~			~~38.1~~
Other income	81.47			40.35			~~9.1~~			~~5.1~~
Interest income (expense):
Interest expense	(15.6		)	(16.4		)
Interest income	—			0.1			0.1			0.2
Income (loss) from continuing operations before income taxes	5.6			(7.6		)
Interest expense	(16.2		)	(17.2		)	(48.9		)	(47.3		)
Income tax expense (benefit)	1.3			(0.9		)
Income (loss) from continuing operations before income taxes	20.6			5.9			14.2			(3.9		)
Net income (loss) from continuing operations	4.3			(6.7		)
Income tax expense	1.8			0.8			2.7			4.0
Net loss from discontinued operations, net of tax	—			(0.8		)
Net income (loss) from continuing operations	18.8			5.1			11.5			(7.9		)
Net Income (Loss) Attributable to Nexeo Solutions Holdings, LLC and Subsidiaries	$	4.3		$	(7.5	)
Net income (loss) from discontinued operations, net of tax	—			2.1			(0.8		)	5.1
Net income (loss)	18.8			7.2			10.7			(2.8		)
Net (income) loss attributable to noncontrolling interest	—			0.1			—			(1.4		)
Net Income (Loss) Attributable to Nexeo Solutions Holdings, LLC and Subsidiaries	$	18.8		$	7.3		$	10.7		$	(4.2	)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Nexeo Solutions Holdings, LLC and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited, in millions)

	Three Months Ended June 30,						Nine Months Ended June 30,
	Three Months Ended December 31,
	2015			2014			~~2015~~			~~2014~~
Net Income (Loss)	$	184.83		$	(7.25	)	$	~~10.7~~		$	~~(2.8~~	)
Unrealized foreign currency translation gain (loss), net of tax	5.3			1.4			(19.6		)	0.2
Unrealized foreign currency translation loss, net of tax	(6.7		)	(9.3		)
Unrealized gain (loss) on interest rate hedges, net of tax	—			(0.1		)	0.1			0.2
Unrealized gain on interest rate hedges, net of tax	0.1			0.1
Other comprehensive income (loss), net of tax	5.3			1.3			(19.5		)	0.4
Other comprehensive loss, net of tax	(6.6		)	(9.2		)
Total comprehensive income (loss), net of tax	24.1			8.5			(8.8		)	(2.4		)
Total comprehensive loss, net of tax	(2.3		)	(16.7		)
Comprehensive (income) loss attributable to noncontrolling interest, net of tax	—			0.3			0.1			(1.1		)
Comprehensive loss attributable to noncontrolling interest, net of tax	—			0.1
Total Comprehensive Income (Loss) Attributable to Nexeo Solutions Holdings, LLC and Subsidiaries, Net of Tax (1)	$	24.1		$	8.8		$	(8.7	)	$	(3.5	)
Total Comprehensive Loss Attributable to Nexeo Solutions Holdings, LLC and Subsidiaries, Net of Tax (1)	$	(2.3	)	$	(16.6	)

⁽¹⁾ The tax effects for each component presented are not material.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Nexeo Solutions Holdings, LLC and Subsidiaries

Condensed Consolidated Statement of Members’' Equity

(Unaudited, in millions)

	Series AMembershipInterest			Series BMembershipInterest			AccumulatedDeficit			~~AccumulatedOtherComprehensiveIncome (Loss)~~AccumulatedOtherComprehensiveLoss			Total
Balance at September 30, 2014	$	490.5		$	3.9		$	(152.2	)	$	(20.7	)	$	321.5
Balance at September 30, 2015	$	490.4		$	5.1		$	(162.9	)	$	(47.6	)	$	285.0
Member tax distributions	(0.1		)										(0.1		)
Repurchases of membership units	—			(0.1		)	—			—			(0.1		)
Adjustment to contingently redeemable noncontrolling interest	—			—			(30.9		)	—			(30.9		)
Equity-based compensation	—			0.3			—			—			0.3
Equity-based compensation	—			0.9			—			—			0.9
Comprehensive income (loss):
Net income	—			—			104.73			—			104.73
Other comprehensive loss	—			—			—			(196.56		)	(196.56		)
Comprehensive income attributable to noncontrolling interest	—			—			—			0.1			0.1
Balance at December 31, 2015	$	490.4		$	5.3		$	(158.6	)	$	(54.2	)	$	282.9
Balance at June 30, 2015	$	490.4		$	4.8		$	(172.4	)	$	(40.1	)	$	282.7

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Nexeo Solutions Holdings, LLC and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited, in millions)

	Nine Months Ended June 30,
	Three Months Ended December 31,
	2015			2014
Cash flows from operating activities
Net income (loss) from continuing operations	$	114.53		$	(76.97	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	3913.6			3912.9
Debt issuance costs amortization and original issue discount amortization	62.52			62.02
Provision for bad debt	(0.31		)	10.41
Inventory impairment	~~1.6~~—			—1.6
Deferred income taxes	2.0.9			(1.46		)
Equity-based compensation charges	0.93			0.83
Gain on sales of property and equipment	(1.07		)	(0.32		)
Foreign currency gain on purchase of additional equity interest in Nexeo Plaschem	—			(0.7		)
Changes in operating assets and liabilities:
Accounts and notes receivable	7756.32			~~(48~~92.13		)
Inventories	107.95			(2532.58		)
Other current assets	6(0.52		)	(162.16		)
Accounts payable	(6344.28		)	9(102.06		)
Related party payable	~~(1.6~~—		)	—(1.5		)
Accrued expenses and other liabilities	4(19.02		)	(116.02		)
Changes in other operating assets and liabilities, net	(12.74		)	(3.1.8		)
Net cash provided by (used in) operating activities from continuing operations	9316.6			(4753.04		)
Net cash provided by (used in) operating activities from discontinued operations	(0.6		)	3.6
Net cash used in operating activities from discontinued operations	—			(0.5		)
Net cash provided by (used in) operating activities	9316.06			(4353.49		)
Cash flows from investing activities
Additions to property and equipment	(~~27.~~3.9		)	(379.49		)
Proceeds from the disposal of property and equipment	21.37			0.72
Acquisitions	—			(223.4		)
Net cash used in investing activities	(2.2		)	(9.7		)
Net cash used in investing activities from continuing operations	(25.0		)	(260.1		)
Net cash used in investing activities from discontinued operations	—			(0.5		)
Net cash used in investing activities	(25.0		)	(260.6		)
Cash flows from financing activities
Repurchases of membership units	—(0.1		)	~~(0.2~~—		)
Tax distributions associated with membership interests	(0.1		)	(0.1		)
Purchase of additional equity interest in Nexeo Plaschem	—			(34.3		)
Purchase of additional equity interest in Nexeo Plaschem	(34.3		)	(55.9		)
Proceeds from short-term debt	15.4			23.4
Proceeds from short-term debt	36.9			80.7
Repayment of short-term debt	(12.4		)	(27.5		)
Repayment of short-term debt	(47.6		)	(75.4		)
Proceeds from issuance of long-term debt	50.2			275.8
Proceeds from issuance of long-term debt	494.3			1,086.9
Repayment of long-term debt and capital lease obligations	(136.5		)	(220.4		)
Repayment of long-term debt	(514.6		)	(745.8		)
Net cash provided by (used in) financing activities	(83.4		)	17.0
Payments of debt issuance costs	—			(1.8		)
Effect of exchange rate changes on cash and cash equivalents	(0.9		)	(0.1		)
Net cash provided by (used in) financing activities	(65.4		)	288.4
Decrease in cash and cash equivalents	(69.9		)	(46.7		)
Effect of exchange rate changes on cash and cash equivalents	(1.8		)	1.1
Cash and cash equivalents at the beginning of the period	127.7			88.2
Increase (decrease) in cash and cash equivalents	0.8			(14.5		)
Cash and cash equivalents at the end of the period	$	57.8		$	41.5
Cash and cash equivalents at the beginning of the period	88.2			74.6
Cash and cash equivalents at the end of the period	$	89.0		$	60.1
Supplemental disclosure of non-cash investing activities:
Non-cash capital expenditures, including capital leases	$	214.31		$	51.3

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Nexeo Solutions Holdings, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited, currencies in millions)

1. Organization and Nature of Operations

Nexeo Solutions Holdings, LLC ("Holdings") was formed on November 4, 2010 as a Delaware limited liability company. On March 31, 2011, Holdings purchased certain assets of the global distribution business (the "Distribution Business") from Ashland Inc. ("Ashland"), which is referred to as the "Ashland Distribution Acquisition." Holdings is a holding company and substantially all of its operations are conducted through its primary operating subsidiary Nexeo Solutions, LLC ("Solutions") and its subsidiaries. Holdings owns the majority of the membership interests of Solutions while the remaining membership interests are owned by Nexeo Solutions Sub Holding Corp. ("Sub Holding"), a wholly -owned subsidiary of Holdings. Holdings and its subsidiaries are collectively referred to as the "Company."

~~The~~During ~~Company~~the isfourth aquarter ~~global distributor~~ of ~~chemicals~~fiscal ~~products~~year ~~in North America and Asia~~2012, ~~plastics~~the ~~products~~Company informed ~~North~~a ~~America,~~joint ~~Europe~~venture, ~~the~~Nexeo ~~Middle~~Plaschem ~~East~~(Shanghai) ~~and~~Co., ~~Africa~~Ltd ("~~EMEA~~Nexeo Plaschem"), ~~and~~with ~~Asia,~~the ~~and~~shareholders ~~provides~~of ~~services~~Beijing ~~for~~Plaschem ~~waste~~Trading ~~collection~~Co., ~~recovery,~~Ltd ~~recycling~~("Beijing Plaschem") and ~~arrangement~~in ~~for~~November ~~waste~~2012 ~~disposal~~Nexeo inPlaschem ~~North~~acquired ~~America,~~the ~~primarily~~operations ~~the~~of ~~United~~Beijing ~~States~~Plaschem ("~~U.S.~~the Beijing Plaschem Acquisition"),. Nexeo ~~through~~Plaschem ~~its~~became ~~Environmental~~a ~~Services~~wholly-owned ~~division~~subsidiary in October 2014. ~~The~~In December 2013, the Company ~~also~~acquired ~~distributes~~100% ~~composites~~of ~~products~~the inoutstanding ~~Asia~~shares of Chemical Specialists and Development, Inc. ~~The~~ ~~Company~~("CSD") ~~was~~and asubstantially ~~distributor~~all of ~~composites~~the ~~products~~assets inof ~~North~~two ~~America~~related ~~until~~businesses ~~July~~of 1CSD (collectively, the "CSD Acquisition"). In April 2014, ~~when~~the ~~these~~Company ~~operations~~acquired ~~were~~100% ~~sold. In~~of ~~accordance~~the ~~with~~outstanding ~~applicable~~shares ~~accounting~~of ~~guidance~~Archway Sales, ~~these~~Inc. ~~North~~and ~~American~~substantially ~~composites~~all ~~operations~~the ~~are~~assets ~~reflected~~of asa ~~discontinued~~related ~~operations~~business ~~for~~(collectively, ~~all~~the ~~periods~~"Archway ~~presented~~Acquisition").

The Company ~~connects~~is a ~~network~~global distributor of ~~approximately~~chemicals ~~1,300~~products ~~suppliers~~in ~~with~~North aAmerica ~~diverse~~and ~~base~~Asia ofand ~~approximately~~plastics 29products in North America,~~000~~ ~~customers. The~~Europe, ~~Company~~the ~~offers~~Middle ~~its~~East ~~customers~~and ~~products~~Africa ~~used~~("EMEA") inand aAsia. In ~~broad~~connection ~~cross~~with ~~section~~the distribution of ~~end~~chemicals ~~markets~~products, ~~including~~the ~~construction,~~company ~~oil~~provides ~~and~~value-added ~~gas,~~services ~~household~~such as custom blending, ~~industrial~~packaging and ~~institutional ("HI&I")~~re-packaging, ~~lubricants, performance~~private-label ~~coatings~~manufacturing ~~(including~~and ~~architectural~~product ~~coatings,~~testing ~~adhesives,~~in ~~sealants~~the ~~and~~form ~~elastomers,~~of orchemical ~~"CASE")~~analysis, ~~automotive,~~product ~~healthcare~~performance analysis and ~~personal~~product ~~care~~development. The Company ~~distributes~~also ~~approximately~~provides 27environmental services,~~000~~ ~~products~~including ~~through~~waste acollection, ~~supply~~recovery ~~chain~~and ~~consisting~~arrangement offor ~~approximately~~disposal ~~190~~services ~~owned,~~or ~~leased~~recycling orin ~~third-party~~North ~~warehouses~~America, ~~rail~~primarily ~~terminals~~in ~~and~~the ~~tank~~United ~~terminals~~States ~~globally~~("U.S.") through its Environmental Services line of business. The Company ~~has~~was a ~~private~~distributor ~~fleet~~ of ~~approximately~~composites products in North America until July 1,~~000~~ ~~units~~2014, ~~including~~when ~~tractors~~these ~~and~~operations ~~trailers,~~were ~~primarily~~sold. Activity ~~located~~associated inwith ~~North~~these ~~America~~operations is reflected as discontinued operations for all periods presented.

The Company ~~currently~~connects ~~employs~~a network of approximately 21,300 suppliers with a diverse base of approximately 27,500 ~~employees~~customers. The Company offers its customers products used in a broad cross section of end markets including household, industrial and institutional ("HI&I"), lubricants, performance coatings (including architectural coatings, adhesives, sealants and elastomers, or "CASE"), automotive, healthcare, personal care, oil and gas and construction. The Company distributes approximately 23,000 products into over 80 countries through a supply chain consisting of approximately 170 owned, leased or third-party warehouses, rail terminals and tank terminals globally. The Company has a private fleet of over 1,000 units, including tractors and trailers, primarily located in North America.

The Company currently employs approximately 2,450 employees globally.

2. Basis of Presentation and Recent Accounting Pronouncements

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") for interim financial information. As such, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments, except as disclosed herein) considered necessary for a fair statement have been included. Results of operations for the three ~~and nine~~ months ended ~~June~~December 3031, 2015 are not necessarily indicative of results to be expected for the fiscal year ending September 30, ~~2015~~2016. Quarterly financial data should be read in conjunction with the consolidated financial statements and accompanying notes for the fiscal year ended September 30, ~~2014~~2015 included in the Company’'s Annual Report on Form 10-K as filed with the Securities and Exchange Commission ("SEC") on December 57, ~~2014~~2015.

The condensed consolidated financial data as of September 30, ~~2014~~2015 presented in these unaudited condensed consolidated financial statements were derived from the Company’'s audited consolidated financial statements, but do not include all disclosures required by U.S. GAAP.

Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. During the second quarter of fiscal year 2014, the Company determined that certain inventory purchase contracts include provisions for title transfer at the shipping point. As a result, the Company should have recognized inventory and corresponding accounts payable relating to in-transit inventory shipments at period end. This caused a misstatement in the balance sheet between current assets and current liabilities as of September 30, 2013. Accordingly, the Company’s consolidated balance sheet as of September 30, 2013 was adjusted to increase inventory and accounts payable by $13.3 million, with a corresponding impact on the respective line items in the condensed consolidated statement of cash flows for the nine months ended June 30, 2014 presented herein. The adjustment did not have an impact on total cash flows provided by or used in operating activities and did not have an impact on the Company’s results of operations.

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~~Additionally,~~Certain during the third quarter of fiscal year 2015, the Company determined that Proceeds from short-term debt and Repayment of short-term debt within the financing activities portion of the Company’s consolidated statements of cash flows were not reported in accordance with actual cash movements for prior ~~periods~~period ~~presented~~amounts ~~during~~have ~~fiscal~~been ~~year~~reclassified ~~2014. Accordingly,~~to ~~the~~conform ~~Company has revised the condensed consolidated statement of cash flows for the nine months ended June 30, 2014~~ to ~~reflect an increase of $29.7 million in both Proceeds from short-term debt and Repayment of short-term debt within financing activities. The correction had no impact on~~ the ~~Company’s~~current ~~total~~period ~~cash flows, total cash flows from financing activities,~~ financial ~~condition~~statement ~~or results of operations~~presentation.

~~The~~During the third quarter of fiscal year 2015, the Company ~~does~~determined that Proceeds from short-term debt and Repayment of short-term debt within the financing activities portion of the Company's condensed consolidated statements of cash flows were not ~~believe~~reported ~~these~~in ~~revisions~~accordance ~~have~~with actual cash movements for prior periods presented during fiscal year 2015. Accordingly, the Company has revised the condensed consolidated statement of cash flows for the three months ended December 31, 2014 to reflect a ~~material~~decrease ~~effect~~of $41.9 million in both Proceeds from short-term debt and Repayment of short-term debt within financing activities. The correction had no impact on the Company’'s ~~previously~~total ~~reported~~cash ~~consolidated~~flows, total cash flows from financing activities, financial ~~statements.~~condition or results of operations.

The Company does not believe this revision has a material effect on the Company's previously reported condensed consolidated financial statements.

Recent Accounting Pronouncements Adopted

In ~~February~~April ~~2013~~2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") ~~2013~~2014-48, ~~Liabilities:~~Presentation ~~Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount~~ of ~~the~~Financial ~~Obligation~~Statements Is(Topic ~~Fixed~~205) atand ~~the Reporting Date. This ASU provides guidance for the recognition~~Property, ~~measurement~~Plant, and ~~disclosure~~Equipment of(Topic ~~obligations~~360): ~~resulting~~Reporting ~~from~~Discontinued ~~certain~~Operations ~~joint~~ and ~~several~~Disclosures ~~liability~~of ~~arrangements. It~~Disposals ~~will require the Company to measure those obligations as the sum~~ of ~~the~~Components ~~amount the reporting entity agreed to pay on the basis~~ of ~~its~~an ~~arrangement~~Entity ~~among~~("ASU ~~its co~~2014-~~obligors~~8"). This ~~and~~ASU ~~any~~changes ~~additional amount~~ the ~~Company~~criteria ~~expects~~for toreporting ~~pay~~discontinued onoperations ~~behalf~~while ofrequiring ~~its~~expanded ~~co-obligors. ASU~~disclosures ~~2013-4~~surrounding ~~also requires~~ the ~~Company~~assets, toliabilities, ~~disclose~~income, ~~important~~and ~~information~~expenses ~~related~~of todiscontinued ~~those obligations~~operations. The Company adopted this standard during the first quarter of fiscal year ~~2015~~2016 and its adoption did not have aan ~~material~~ effect on the Company’'s financial position or results of operations.

In ~~March 2013,~~November 2015 the FASB issued ASU ~~2013~~2015-517, ~~Foreign~~Income ~~Currency~~Taxes ~~Matters~~(Topic 740): ~~Parent’s~~Balance ~~Accounting~~Sheet ~~for~~Classification ~~the Cumulative Translation Adjustment upon Derecognition~~ of ~~Certain~~Deferred ~~Subsidiaries~~Taxes or("ASU ~~Groups~~2015-17"). This ofASU ~~Assets~~requires ~~within~~an aentity ~~Foreign~~to ~~Entity~~classify orall ofdeferred antax ~~Investment~~assets inand aliabilities ~~Foreign~~as ~~Entity~~noncurrent. ~~This~~ ASU ~~clarifies pre~~2015-~~existing~~17 ~~guidance~~is ~~regarding~~effective ~~the~~for ~~treatment~~fiscal ofyears ~~cumulative~~beginning ~~translation~~after ~~adjustments~~December ~~when~~15, a2016 ~~parent~~and ~~either~~interim ~~sells~~periods awithin ~~part~~those oryears ~~all~~and ofearly ~~its~~adoption ~~investment~~is ~~in a foreign entity~~permitted. The Company adopted this standard during the first quarter of fiscal year ~~2015~~2016 on a prospective basis and its adoption did not have a material ~~effect~~impact on the Company’'s financial position or results of operations.

InNew ~~July 2013,~~Accounting ~~the~~Pronouncements ~~FASB~~Not ~~issued~~Yet ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU provides that a liability related to an unrecognized tax benefit should be offset against a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The Company adopted this standard during the first quarter of fiscal year 2015 and its adoption did not have a material effect on the Company’s financial position or results of operations.Adopted

~~Recent~~In ~~Accounting~~January ~~Pronouncements~~2016, ~~Not~~the ~~Yet~~FASB ~~Adopted~~issued ASU 2016-01, Financial Instruments (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"). This ASU (i) requires all equity investments in unconsolidated entities other than those measured using the equity method of accounting, to be measured at fair value through earnings; (ii) when the fair value option has been elected for financial liabilities, requires that changes in fair value due to instrument specific credit risk be recognized separately in other comprehensive income and accumulated gains and losses due to these changes and will be reclassified from accumulated other comprehensive income to earnings if the liability is settled before maturity; and (iii) amends certain fair value disclosure provisions related to financial instruments carried at amortized cost. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and early adoption is permitted. The Company is in the process of evaluating the provisions of the ASU and assessing the potential effect on the Company's financial position or results of operations.

InThe ~~April 2014,~~Company continues the ~~FASB~~evaluation ~~issued~~process ~~ASU 2014-8, Presentation~~ of ~~Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU changes~~ the ~~criteria~~potential ~~for~~effects ~~reporting~~on ~~discontinued~~its ~~operations~~financial ~~while~~position ~~requiring~~or ~~expanded~~results ~~disclosures surrounding the assets, liabilities, income, and expenses~~ of ~~discontinued~~ operations~~. This~~ ~~ASU also requires disclosure~~ of the ~~pre-tax~~accounting ~~income~~pronouncements ~~attributable~~disclosed toin athe ~~disposal~~filing of aits ~~significant~~consolidated ~~part~~financial ofstatements anand ~~organization~~accompanying ~~that~~notes ~~does not qualify~~ for ~~discontinued~~the ~~operations reporting. The amendments in this ASU are effective for~~ fiscal ~~years~~year ~~(and~~ended ~~interim~~September 30, ~~reporting~~2015 ~~periods~~on ~~within those years) beginning after December~~Form 1510-K, ~~2014. Early~~including ~~adoption is permitted. The Company is in the process of evaluating the provisions of the~~ ASU ~~but~~2014-9, ~~currently~~Revenue ~~does~~from ~~not~~Contracts ~~expect~~with ~~it to have a material effect on the Company’s financial position or results of operations~~Customers.

~~In May 2014, the FASB issued ASU 2014-9, Revenue from Contracts with Customers (Topic 606)~~3. ~~This~~ ~~ASU~~Cash affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets unless those contracts are within the scope of other standards. This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition and ~~most~~Cash ~~industry-specific~~Equivalents ~~guidance. The~~— ~~core~~Risks principle of the ASU is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On July 9, 2015, the FASB approved to delay the provisions of this ASU for one year. As a result of the delay, entities would apply this new standard in annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application would be permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is in the process of evaluating the provisions of the ASU and ~~assessing the potential effect on the Company’s financial position or results of operations.~~ Uncertainties

At December 31, 2015, the Company had $57.8 million in cash and cash equivalents. Of this amount, $55.4 million was held by foreign subsidiaries. Of the $55.4 million, $43.9 million was denominated in currencies other than the U.S. dollar, primarily in Euros, Canadian dollars ("CAD"), British pounds and Chinese renminbi ("RMB"). At December 31, 2015, the Company had $4.9 million in China denominated in RMB. While the RMB is convertible into U.S. dollars, foreign exchange transactions are subject to approvals from the State Approvals of Foreign Exchange. The Company does not anticipate any significant adverse impact to overall liquidity from restrictions on cash and cash equivalents. Although the Company currently anticipates that the majority of the cash and cash equivalents held by foreign affiliates will be retained by the affiliates for working capital purposes, the Company believes such cash and cash equivalents could be repatriated to the U.S. in the form of debt repayments with limited tax consequences.

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In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period4. ~~This~~ ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and an entity should apply existing guidance in Topic 718, Compensation-Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The amendments in this ASU are effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2015. Early adoption is permitted. The Company is in the process of evaluating the provisions of the ASU and assessing the potential effect on the Company’s financial position or results of operations.Inventories

InInventories ~~August~~at ~~2014~~December 31, ~~the~~2015 FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU defines management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and ~~to provide related footnote disclosures. The ASU is effective for the annual period ending after December 15~~September 30, ~~2016,~~2015 ~~and~~consisted ~~for annual periods and interim periods thereafter. The Company is in the process~~ of ~~evaluating~~ the ~~provisions of the ASU but currently does not expect it to have a material effect on the Company's financial position or results of operations.~~ following:

In January 2015, the FASB issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items ("ASU 2015-01"). This ASU eliminates the concept of an extraordinary item from U.S. GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, the ASU retains the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. The ASU is effective for the annual period beginning after December 15, 2015, and for annual periods and interim periods thereafter. The adoption of ASU 2015-01 is not expected to have a material effect on the Company’s financial position or results of operations.



	December 31, 2015		September 30, 2015
Finished products	$	310.6	$	320.9
Supplies	4.4		4.2
Total	$	315.0	$	325.1

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis ("ASU 2015-02"). This ASU is intended to improve targeted areas of the consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures. The ~~ASU~~Company's ~~affects~~inventories ~~the~~in ~~consolidation evaluation for reporting organizations. In addition,~~ the ~~ASU simplifies and improves current~~ U.S. ~~GAAP~~and byCanada ~~reducing~~are ~~the~~collateral ~~number~~under ofits ~~consolidation~~asset ~~models. The~~based ~~ASU~~loan isfacility ~~effective~~("ABL ~~for~~Facility") ~~fiscal~~and ~~years~~senior ~~beginning~~secured ~~after~~term ~~December~~loan ~~15,~~facility ~~2015~~("Term ~~and~~Loan ~~interim~~Facility" ~~periods within those years~~ and ~~early~~collectively, ~~adoption is permitted. The Company is currently evaluating~~ the ~~impact~~"Credit ~~of this guidance on its consolidated financial statements~~Facilities"). ~~The~~ ~~adoption of ASU 2015-02 is not expected to have a material effect on the Company’s financial position or results of operations.~~

~~In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost ("ASU 2015-03")~~5. ~~This~~ ~~ASU~~Certain ~~was~~Assets ~~issued~~Used as ~~part~~Collateral of an initiative to reduce complexity in accounting standards. To simplify presentation of debt issuance costs, the ASU requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs would not be affected by the amendments in this ASU. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015 and interim periods within those years. The Company is in the process of evaluating the provisions of the ASU and assessing the potential effect on the Company’s financial position or results of operations.

InThe ~~April 2015, the FASB issued ASU 2015-05, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer~~Company's ~~Accounting~~accounts ~~For~~receivable ~~Fees Paid~~ in athe ~~Cloud Computing Arrangement ("ASU 2015-05")~~U. ~~This ASU provides guidance to customers with cloud computing arrangements that include a software license~~S. If aand ~~cloud~~Canada ~~computing~~are ~~arrangement~~collateral ~~includes~~under ~~a software license,~~ the ~~customer~~Credit ~~is required to account for the software license element of the arrangement consistent with the acquisition of other software licenses~~Facilities. IfThese aaccounts ~~cloud~~receivable ~~computing~~totaled ~~arrangement does not include a software license, the customer should account for the arrangement as a service contract~~$343. ~~The~~4 ~~ASU~~million ~~does~~and ~~not change the accounting for a customer’s accounting for service contracts~~$396. As7 amillion ~~result~~in of the ~~ASU,~~aggregate ~~all~~as ~~software licenses within the scope~~ of ~~Subtopic 350-40 will be accounted for consistent with other licenses of intangible assets. ASU 2015-05 is effective for fiscal years beginning after~~ December 15 31, 2015 and ~~interim~~September 30, ~~periods~~2015, ~~within those years and early adoption is permitted~~respectively. ~~The Company is in the process of evaluating the provisions of the ASU and assessing the potential effect on the Company’s financial position or results of operations.~~

The Company's inventories in the U.S. and Canada are collateral under the Credit Facilities. These inventories totaled $236.2 million and $247.1 million in the aggregate as of December 31, 2015 and September 30, 2015, respectively.

Certain customers of Nexeo Plaschem are allowed to remit payment during a period of time ranging from 30 days up to nine months. These notes receivables, which are supported by banknotes issued by large banks in China on behalf of these customers, are included in Accounts and notes receivable on the Company's condensed consolidated balance sheets and totaled $4.8 million and $4.5 million at December 31, 2015 and September 30, 2015, respectively. Additionally, under certain credit arrangements Nexeo Plaschem is a party thereto, these notes receivable may also be pledged as collateral. See Note 9.

6. Property, Plant and Equipment

Property, plant and equipment at December 31, 2015 and September 30, 2015 consisted of the following:



	December 31, 2015			September 30, 2015
Land	$	41.1		$	41.2
Plants and buildings	79.6			78.3
Machinery and equipment ⁽¹⁾	181.8			167.8
Software and computer equipment	69.3			68.8
Construction in progress	10.0			12.9
Total	381.8			369.0
Less accumulated depreciation	(144.6		)	(137.8		)
Property, plant and equipment, net	$	237.2		$	231.2

⁽¹⁾ Includes $25.8 million and $13.1 million, respectively, related to equipment acquired under capital leases.

Included in the carrying value of property, plant and equipment are certain closed facilities located in the U.S., which collectively have a carrying value of $1.6 million. The facilities do not currently meet the criteria for held-for-sale classification; accordingly, they remain classified as held and used.

Total depreciation expense on property, plant and equipment was $9.7 million and $8.9 million for the three months ended December 31, 2015 and December 31, 2014, respectively.

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In ~~July~~May 2015, the ~~FASB~~Company ~~issued~~entered ~~ASU~~into ~~2015-11~~a lease agreement with Ryder Truck Rental, ~~Inventory~~Inc. (~~Topic 330~~"Ryder")~~: Simplifying~~ ~~the~~for ~~Measurement~~transportation ofequipment ~~Inventory.~~ ("~~ASU~~Ryder ~~2015-11~~Lease"). The ~~amendments~~Ryder inLease ~~this~~covers ~~ASU~~the ~~require~~rental anof ~~entity~~approximately to200 ~~measure~~tractors, ~~inventory~~which atwill ~~the~~replace ~~lower~~a significant portion of ~~cost~~the orCompany's ~~net~~current ~~realizable~~private ~~value,~~fleet ~~whereas~~of ~~guidance~~tractors, ~~previously~~and ~~required~~has ana ~~assessment~~term of ~~market~~seven ~~value~~years. The ofRyder ~~inventory,~~Lease ~~with~~is ~~different~~accounted ~~possibilities~~for as toa ~~determining~~capital ~~market~~lease ~~value~~and requires minimum annual payments of approximately $5.5 million per year. ~~ASU~~As of December 31, 2015~~-11~~, isthe ~~effective~~Company ~~for~~had ~~fiscal~~taken ~~years~~delivery ~~beginning~~of ~~after~~192 ~~December~~tractors ~~15,~~under ~~2016~~the ~~and~~Ryder ~~interim~~Lease. Upon ~~periods~~receipt ~~within~~of ~~those~~these ~~years~~tractors the Company recorded $24.6 million of initial equipment cost and ~~early~~corresponding ~~adoption~~capital islease ~~permitted~~obligations. The remaining tractors are expected to be delivered in the second quarter of fiscal year 2016. The Company is inpermitted to terminate the ~~process~~lease of ~~evaluating~~an individual tractor on the ~~provisions~~anniversary of its delivery date, provided that certain conditions are met. In the ~~ASU~~event ~~and~~the ~~assessing~~Company terminates the ~~potential~~lease ~~effect~~of onan individual tractor in accordance with the terms of the Ryder Lease, the Company’s ~~financial~~may ~~position~~elect to purchase the individual tractor at a predetermined residual value or ~~results~~return the tractor to Ryder, subject to an adjustment based on the then-current market value of ~~operations~~the individual tractor.

3In connection with the receipt of new tractors under the Ryder Lease during the three months ended December 31, 2015, the Company sold 82 of its old tractors for proceeds of $1.7 ~~Acquisitions~~million and ~~Divestitures~~recognized a gain of $1.7 million, which is included in Other Income in the condensed consolidated statements of operations.

~~Discontinued~~7. ~~Operations~~Goodwill and Other Intangibles

On July 1, 2014, the Company sold its North American composites operations to Composites One LLC, a Rhode Island limited liability company (the "Composites Sale"), including inventory and existing supplier and customer arrangements related to those operations. The North American composites operations met the criteria for discontinued operations. As a result, the assets and liabilities of the Company's North American composites operations have been reflected as assets and liabilities related to discontinued operations for all periods presented herein in the Company's condensed consolidated balance sheets as follows:

	June 30, 2015		September 30, 2014
Accounts receivable	$	—	$	0.5
Other current assets	0.1		0.2
Assets - discontinued operations (1)	$	0.1	$	0.7
Trade payables (2)	$	—	$	0.5
Accrued expenses and other liabilities (2)	—		0.3
Non-current deferred tax liability (3)	0.7		1.3
Other non-current liabilities (3)	0.1		0.1
Liabilities - discontinued operations	$	0.8	$	2.2

1) Included in Other current assets in the condensed consolidated balance sheets.

2) Included in Accrued expenses and other liabilities in the condensed consolidated balance sheets.

3) Included in Other noncurrent liabilities in the condensed consolidated balance sheets.

Additionally, the operating results and cash flows related to the North American composites operations have been reflected as discontinued operations in the Company's condensed consolidated statements of operations, condensed consolidated statements of other comprehensive income (loss), and the condensed consolidated statements of cash flows for the periods presented.

Components of amounts reflected in the Company's condensed consolidated statements of operations related to discontinued operations are presented in the following table for the three and nine months ended June 30, 2015 and 2014:

	Three Months Ended June 30,				Nine Months Ended June 30,
	2015		2014		2015			2014
Sales and operating revenues	$	—	$	68.7	$	—		$	195.8
Pretax income (loss) from discontinued operations	—		2.2		(1.1		)	5.4
Income tax expense (benefit)	—		0.1		(0.3		)	0.2
Net income (loss) from discontinued operations, net of tax	—		2.1		(0.8		)	5.2

In connection with the Composites Sale, the Company recorded a gain on sale of $14.3 million, net of tax of $1.2 million, which was reflected in the Company's operating results as a component of discontinued operations in the fourth quarter of fiscal year 2014.

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Archway Sales, Inc.

On April 1, 2014, Sub Holding acquired 100% of the outstanding shares of Archway Sales, Inc., a St. Louis, Missouri based chemicals blending and distribution business and a provider of specialty chemicals ("Archway"), and substantially all of the assets of JACAAB, LLC, a Missouri limited liability company, a related business of Archway ("JACAAB" and such acquisitions collectively, the "Archway Acquisition"). After consideration of the final working capital adjustment, the final purchase price for the Archway Acquisition was $128.7 million. Pursuant to the purchase agreement, $12.5 million of the purchase price may remain in escrow for a period of up to two years and relates to certain indemnification obligations under the purchase agreement. The escrow will be released in accordance with the terms of the purchase agreement and related escrow agreement. The Archway Acquisition was funded with $10.0 million of cash on hand and $119.0 million of borrowings under the Company's asset based loan facility ("ABL Facility"). Following the Archway Acquisition, Archway was converted to a limited liability company. There is no contingent consideration related to the Archway Acquisition.

The Archway Acquisition was accounted for under the acquisition method, which required the Company to perform an allocation of the purchase price to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair values is recorded as goodwill. The following table summarizes the Company’s final allocation of the net purchase price to assets acquired and liabilities assumed at the acquisition date:

	Purchase PriceAllocation
Accounts receivable	$	21.5
Inventory	16.4
Other current assets	2.3
Deferred tax asset - current	1.9
Property and equipment	1.2
Customer-related intangible	11.0
Vendor-related intangible	17.0
Trade name	1.9
Non-compete agreements	3.3
Goodwill	118.6
Total assets acquired	195.1
Accounts payable	9.3
Other current liabilities	4.1
Deferred tax liability — current	1.3
Other non-current liabilities	1.7
Deferred tax liability — non-current	50.0
Total liabilities assumed	66.4
Net assets acquired	$	128.7

In the second quarter of fiscal year 2015, the Company completed its fair value assessment for certain contingent liabilities assumed and recorded adjustments to reflect the estimated fair value of obligations assumed as part of the transaction, and to record a minor adjustment to the fair value of property and equipment acquired. In connection with these adjustments, the Company recognized a liability for assumed contingent obligations, inclusive of income tax-related uncertainties, included in Other Non-Current Liabilities on the Company's condensed consolidated balance sheet. The contingent liabilities were valued using an expected value (probability-weighted) approach. The net impact to goodwill associated with these adjustments was an increase of $1.8 million.

Transaction costs associated with the Archway Acquisition are included in Transaction related costs in the Company's condensed consolidated statement of operations and totaled $2.8 million and $4.4 million during the three and nine months ended June 30, 2014, respectively. There were no transaction costs associated with the Archway Acquisition during the three and nine months ended June 30, 2015.

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Impact of the Archway Acquisition on the Company’s Unaudited Condensed Consolidated Financial Information

For the three months ended June 30, 2015, the Company’s condensed consolidated sales and operating revenues and net income included $37.2 million and $0.4 million, respectively, related to the Archway Acquisition. For the nine months ended June 30, 2015, the Company’s condensed consolidated sales and operating revenues and net income included $105.2 million and $1.2 million, respectively, related to the Archway Acquisition. For the three and nine months ended June 30, 2014, the Company's condensed consolidated sales and operating revenues and net income (loss) included $48.3 million and $2.8 million, respectively, related to the Archway Acquisition for the period since the closing date on April 1, 2014.

Chemical Specialists and Development, Inc.

Effective December 1, 2013, Sub Holding acquired 100% of the outstanding shares of Chemical Specialists and Development, Inc. ("CSD"), a chemical distribution company and provider of specialty chemicals headquartered in Conroe, Texas. On the same date, Solutions acquired substantially all of the assets of STX Freight Company ("STX Freight") and ST Laboratories Group, LLC ("ST Laboratories"), two related businesses of CSD. The acquisition of CSD’s outstanding shares and substantially all the assets of STX Freight and ST Laboratories is referred to, collectively, as the "CSD Acquisition." The Company paid an aggregate purchase price of $96.4 million for the CSD Acquisition. The acquisition was financed with $10.0 million of cash on hand and $87.0 million of borrowings under the ABL Facility. Of the purchase price, $10.0 million was placed in escrow for a period of up to three years related to certain indemnification obligations under the purchase agreement. In May 2015, an agreement was reached to release the funds placed in escrow. Pursuant to that agreement, the Company received $8.0 million from the escrow fund and the former shareholders of CSD received the remaining funds of approximately $2.0 million. The Company recorded a pre-tax gain of $8.0 million related to the release. Following the CSD Acquisition, CSD and each of its subsidiaries were converted to limited liability companies. There is no contingent consideration related to the CSD Acquisition.

The CSD Acquisition was accounted for under the acquisition method which required the Company to perform an allocation of the purchase price to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair values is recorded as goodwill.

The following table summarizes the Company’s final allocation of the purchase price to assets acquired and liabilities assumed at the acquisition date:

	Purchase Price Allocation
Accounts receivable	$	24.7
Inventory	9.2
Other current assets	1.1
Property, plant and equipment	14.7
Customer-related intangible	36.0
Trademarks and trade names	3.5
Non-compete agreements	5.1
Other non-current assets	0.4
Goodwill	59.1
Total assets acquired	153.8
Accounts payable	16.8
Other current liabilities	2.3
Deferred tax liability — current	0.5
Other non-current liabilities	0.5
Deferred tax liability — non-current	37.3
Total liabilities assumed	57.4
Net assets acquired	$	96.4

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The purchase price allocation above is final as the Company has completed the fair value assessment for the tax impact associated with the transaction. There were no changes to the purchase price allocation during the three and nine months ended June 30, 2015.

Transaction costs associated with the CSD Acquisition are included in Transaction related costs in the Company's condensed consolidated statement of operations and totaled $6.4 million during the nine months ended June 30, 2014. There were no transaction costs associated with the CSD Acquisition during the three months ended June 30, 2014, or the three and nine months ended June 30, 2015.

Impact of the CSD Acquisition on the Company’s Unaudited Condensed Consolidated Financial Information

For the three months ended June 30, 2014, the Company’s condensed consolidated sales and operating revenues and net income (loss) included $36.6 million and $1.2 million, respectively, related to the estimated results of operations of the acquired business for the period since the closing date of the CSD Acquisition on December 1, 2013. For the nine months ended June 30, 2014, the Company’s condensed consolidated sales and operating revenues and net income (loss) included $91.6 million and $1.7 million, respectively, related to the estimated results of operations of the acquired business for the period since the closing date of the CSD Acquisition. The nine months ended June 30, 2014 included a $1.2 million charge related to the inventory adjustment to fair value recorded during the first quarter of fiscal year 2014. The charge was recorded in Cost of sales and operating expenses in the condensed consolidated statement of operations. Beginning on July 1, 2014, the operations, sales force and other personnel of CSD were fully integrated into the Company’s operations and ERP systems.

China Operations

In September 2012, the Company formed a joint venture, Nexeo Plaschem (Shanghai) Co., Ltd ("Nexeo Plaschem"), with the shareholders of Beijing Plaschem Trading Co., Ltd ("Beijing Plaschem") and initially owned 60% of the joint venture. On November 1, 2012, Nexeo Plaschem acquired Beijing Plaschem’s operations, including inventory and existing supplier and customer arrangements related to those operations (the "Beijing Plaschem Acquisition").

During fiscal year 2014, the Company acquired additional equity interests in Nexeo Plaschem totaling 30% for $92.2 million in cash. In October 2014, the Company acquired the remaining 10% equity interest in Nexeo Plaschem it did not already own for $34.3 million in cash, which made Nexeo Plaschem a wholly-owned subsidiary beginning in October 2014. The Company funded this payment with cash on hand and $18.0 million of borrowings under the ABL Facility.

From the formation of Nexeo Plaschem and through September 30, 2014, the Company consolidated 100% of the operations of Nexeo Plaschem and reflected the percentage it did not own as of the applicable reporting date as a contingently redeemable noncontrolling interest, classified as mezzanine equity (temporary equity) in the consolidated balance sheet. Additionally, the income generated or loss incurred by Nexeo Plaschem during all periods was allocated to the Company and to the noncontrolling interest based on each party’s applicable ownership percentage during each respective period.

Nexeo Plaschem is not a guarantor of the 8.375% Senior Subordinated Notes (the "Notes") issued by Solutions and Nexeo Solutions Finance Corporation (the "Co-Issuer," and together with Solutions, the "Issuers"), the ABL Facility or the senior secured term loan facility ("Term Loan Facility" and collectively, the "Credit Facilities").

Contingently Redeemable Noncontrolling Interest

As mentioned above, in October 2014, the Company acquired the remaining 10% equity interest in Nexeo Plaschem. In conjunction with this event, the noncontrolling shareholders agreed to immediately terminate their employment with Nexeo Plaschem and to effect the successful transfer of the business to the Company. The Company also entered into consulting agreements with the noncontrolling shareholders for the provision of certain transition services for a period of six months.

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	Nine Months Ended June 30, 2015
Beginning balance	$	3.3
Total comprehensive loss attributable to noncontrolling interest	0.1
Adjustment to noncontrolling interest / redemption value adjustment (1)	30.9
Sale of equity interest	(34.3		)
Ending balance	$	—

(1) Includes the adjustment to reflect the noncontrolling interest to the estimated redemption value in October 2014 immediately prior to settlement.

Unaudited Consolidated Pro Forma Financial Information

The unaudited consolidated pro forma results presented below include the effects of the Archway Acquisition and the CSD Acquisition as if they had occurred as of October 1, 2012. The unaudited consolidated pro forma results reflect certain adjustments related to these acquisitions, primarily the amortization expense associated with estimates for the acquired intangible assets and any inventory adjustments to fair value.

The unaudited consolidated pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. Accordingly, the unaudited consolidated pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been completed on the date indicated.

	Three Months Ended June 30,		Nine Months Ended June 30,
	2014		2014
Sales and operating revenues	$	1,193.4	$	3,479.5
Operating income	18.7		52.9
Net income (loss) from continuing operations	5.1		5.3
Net income (loss)	7.2		10.4
Net income (loss) attributable to Nexeo Solutions LLC and subsidiaries	7.3		9.0

4. Cash and Cash Equivalents — Risks and Uncertainties

At June 30, 2015, the Company had $89.0 million in cash and cash equivalents. Of this amount, $45.7 million was held by foreign subsidiaries. Of the $45.7 million, $41.0 million was denominated in currencies other than the U.S. dollar, primarily in Euros, British pounds, Chinese Renminbi ("RMB") and Canadian dollars ("CAD"). At June 30, 2015, the Company had $5.1 million in China denominated in RMB. While the RMB is convertible into U.S. dollars, foreign exchange transactions are subject to approvals from the State Approvals of Foreign Exchange ("SAFE"). The Company does not anticipate any significant adverse impact to overall liquidity from restrictions on cash and cash equivalents. Although the Company currently anticipates that the majority of the cash and cash equivalents held by foreign affiliates will be retained by the affiliates for working capital purposes, the Company believes such cash and cash equivalents could be repatriated to the U.S. in the form of debt repayments with limited tax consequences.

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5. Inventories

Inventories at June 30, 2015 and September 30, 2014 consisted of the following:

	June 30, 2015		September 30, 2014
Finished products	$	363.7	$	385.9
Supplies	4.1		4.0
Total	$	367.8	$	389.9

During the nine months ended June 30, 2015, the Company recorded a $1.6 million non-cash impairment charge related to inventory on hand for certain chemical products in Asia. The decline in the value of these products is associated with the recent decline of oil prices as the prices for these products are closely correlated to this feedstock price.

The Company’s inventory in the U.S. and Canada is collateral under the Credit Facilities.

6. Certain Assets Used as Collateral

The Company’s accounts receivable in the U.S. and Canada are collateral under the Credit Facilities. These accounts receivable totaled $415.8 million and $493.7 million in the aggregate as of June 30, 2015 and September 30, 2014, respectively. The Company’s inventory in the U.S. and Canada is collateral under the Company's Credit Facilities. This inventory totaled $274.4 million and $286.1 million in the aggregate as of June 30, 2015 and September 30, 2014, respectively.

Certain customers in China are allowed to remit payment during a period of time ranging from 30 days up to nine months. These notes receivables, which are supported by banknotes issued by large banks in China on behalf of these customers, totaled $5.5 million and $19.7 million at June 30, 2015 and September 30, 2014, respectively. Additionally, under certain credit arrangements to which Nexeo Plaschem is a party, these notes receivable may also be pledged as collateral. See Note 10.

7. Property, Plant and Equipment

Property, plant and equipment at June 30, 2015 and September 30, 2014 consisted of the following:

	June 30, 2015			September 30, 2014
Land	$	41.5		$	42.8
Plants and buildings	75.3			74.1
Machinery and equipment (1)	144.1			137.5
Software and computer equipment	64.9			62.3
Construction in progress	28.4			16.3
Total	354.2			333.0
Less accumulated depreciation	(133.4		)	(109.0		)
Property, plant and equipment, net	$	220.8		$	224.0

(1) Includes $1.2 million and $0.4 million, respectively, related to equipment acquired under capital leases.

Included in the carrying value of property, plant and equipment in the Company's condensed consolidated balance sheet are certain closed facilities located in the U.S., which collectively have a carrying value of $2.0 million. The facilities do not currently meet the criteria for held-for-sale classification; accordingly, they remain classified as held and used.

Total depreciation expense on property, plant and equipment was $9.2 million and $27.8 million for the three and nine months ended June 30, 2015, respectively, and $10.3 million and $30.6 million for the three and nine months ended June 30, 2014, respectively. Included in depreciation expense for the three and nine months ended June 30, 2014 is an impairment loss of $0.6 million and $1.8 million, respectively, related to the closure of two facilities in the U.S. One of these facilities was sold in February 2015 for net proceeds of $1.3 million resulting in a $0.2 million gain on sale.

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In May 2015, the Company entered into a lease agreement with Ryder Truck Rental, Inc. (“Ryder”) for transportation equipment (“Ryder Lease”). See Note 15. The Ryder Lease covers the rental of approximately 200 vehicles, which will replace a significant portion of the Company’s current private fleet of tractors, and has a term of seven years. The Ryder Lease will be accounted for as a capital lease, and requires minimum annual payments of approximately $5.5 million per year, including amounts for certain ancillary services under the Ryder Lease. As of June 30, 2015, the Company had not taken delivery of any vehicles under the Ryder Lease and no amounts were reflected in the financial statements related to the Ryder Lease. Delivery of the vehicles is anticipated to begin during the fourth quarter of fiscal year 2015 and be completed early during the first quarter of fiscal year 2016. The Company is permitted to terminate the lease of an individual vehicle on the anniversary of its delivery date, provided that certain conditions are met. In the event the Company terminates the lease of an individual vehicle in accordance with the terms of the Ryder Lease, the Company may elect to purchase the individual vehicle at a predetermined residual value or return the vehicle to Ryder, subject to an adjustment based on the then-current market value of the individual vehicle.

8. Goodwill and Other Intangibles

Goodwill

The following is a progression of goodwill for the ~~nine~~three months ended ~~June~~December 3031, 2015 by reportable segment:

	Chemicals			Plastics			Other		Total
Balance at September 30, 2014	$	268.8		$	98.2		$	12.5	$	379.5
Balance at September 30, 2015	$	269.7		$	91.5		$	12.5	$	373.7
Archway Acquisition	1.8			—			—		1.8
Foreign currency translation	(0.3		)	(2.1		)	—		(2.4		)
Foreign currency translation	(0.1		)	(5.2		)	—		(5.3		)
Balance at December 31, 2015	$	269.4		$	89.4		$	12.5	$	371.3
Balance at June 30, 2015	$	270.5		$	93.0		$	12.5	$	376.0

The purchase price allocation for the CSD Acquisition was finalized in the first quarter of fiscal year 2015. The purchase price allocation for the Archway Acquisition was finalized during the second quarter of fiscal year 2015. See Note 3.

Goodwill Impairment Test

Goodwill is tested for impairment annually as of March 31 and whenever events or circumstances make it more likely than not that an impairment may have occurred. Goodwill is reviewed for impairment at the reporting unit level, or operating segment, for the Company. As of March 31, 2015, the Company tested ~~the~~ goodwill recorded at each of its operating segments and concluded that goodwill was not impaired. The Company evaluated and concluded no events or changes in circumstances have occurred since the performance of the March 31, 2015 test through ~~June 30~~December 31, 2015 ~~that~~which would have required an impairment test.

Significant management judgment is required in the estimates and assumptions made for purposes of the Company’'s goodwill impairment testing. If actual results differ from these estimates and assumptions or market conditions materially change, the analysis could be negatively impacted and could result in an impairment charge in future periods.

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Other Intangible Assets

Definite-lived intangible assets at ~~June~~December 3031, 2015 and September 30, ~~2014~~2015 consisted of the following:

		June 30, 2015							September 30, 2014
		December 31, 2015							September 30, 2015
	EstimatedUseful Life(years)	GrossCarryingAmount		AccumulatedAmortization			NetCarryingAmount		GrossCarryingAmount		AccumulatedAmortization			NetCarryingAmount
Customer-related intangibles(1)	5-14	$	121.52	$	(3136.02	)	$	9085.50	$	121.53	$	(2233.96	)	$	9887.67
Supplier-related intangible	10	17.0		(23.10		)	14.90		17.0		(02.86		)	1614.24
Leasehold interest intangible	1-20	2.10		(1.43		)	0.7		2.31		(1.43		)	0.98
Non-compete agreements(2)	3-5	10.0		(4.09		)	65.01		10.0		(24.85		)	75.25
Other(3)	2-6	6.2		(23.96		)	32.36		6.2		(13.72		)	43.50
Total		$	156.84	$	(4149.40	)	$	~~115~~107.4	$	~~157~~156.06	$	(2945.62	)	$	~~127~~111.4

1) ~~Includes~~Included net carrying amounts of $4845.05 million, $21.69 million, $3028.35 million and $9.61 million at ~~June~~December 3031, 2015 associated with the Ashland Distribution Acquisition, the Beijing Plaschem Acquisition, the CSD Acquisition and the Archway Acquisition, respectively. ~~Includes~~Included net carrying amounts of $5146.8 million, $32.42 million, $3329.04 million and $109.43 million at September 30, ~~2014~~2015 associated with the Ashland Distribution Acquisition, the Beijing Plaschem Acquisition, the CSD Acquisition and the Archway Acquisition, respectively.


²⁾	In connection with the Ashland Distribution Acquisition, Ashland agreed to a three-year non-compete agreement, which has since been fully amortized. In connection with the CSD Acquisition and the Archway Acquisition, former officers agreed to five-year non-compete agreements.

3) Represents trademarks and trade names associated with the ~~Beijing Plaschem Acquisition, the~~ CSD Acquisition and the Archway Acquisition. As of ~~June~~December 3031, 2015, net carrying amounts ~~include~~included $2.63 million and $0.73 million related to the CSD Acquisition and the Archway Acquisition, respectively. As of September 30, ~~2014~~2015, net carrying amounts ~~include~~included $02.14 million, ~~$3.0 million~~ and $10.46 million related to the ~~Beijing Plaschem Acquisition, the~~ CSD Acquisition and the Archway Acquisition, respectively.

Amortization expense recognized on intangible assets was $3.9 million ~~and $11.8 million~~ for the three ~~and nine~~ months ended ~~June~~December 3031, 2015, ~~respectively~~ and $4.0 million ~~and $9.3 million~~ for the three ~~and nine~~ months ended ~~June 30~~December 31, 2014~~, respectively~~.

98. Other Non-Current Assets

Other non-current assets at ~~June~~December 3031, 2015 and September 30, ~~2014~~2015 consisted of the following:

	June 30, 2015		September 30, 2014
	December 31, 2015		September 30, 2015
Debt issuance cost, net	$	1612.57	$	2114.95
Other	3.59		53.17
Total	$	2016.06	$	2718.02

199. Short-Term Borrowings and Long-Term Debt

Short-term borrowings outstanding and the current portion of long-term debt and capital lease obligations at December 31, 2015 and September 30, 2015 are summarized below:



	December 31, 2015		September 30, 2015
Short-term borrowings	$	37.5	$	34.9
Current portion of long-term debt and capital lease obligations	2.3		37.5
Total short-term borrowings and current portion of long-term debt and capital lease obligations, net	$	39.8	$	72.4

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~~10. Short~~Long-~~Term~~term ~~Borrowings~~debt outstanding at December 31, 2015 and ~~Long-Term~~September 30, ~~Debt~~2015 is summarized below:

Short-term borrowings outstanding and the current portion of long-term debt and capital lease obligations at June 30, 2015 and September 30, 2014 are summarized below:



	December 31, 2015			September 30, 2015
ABL Facility	$	29.2		$	85.5
Term Loan Facility	617.6			647.2
8.375% Senior Subordinated Notes	159.2			159.2
Capital lease obligations ⁽¹⁾	25.0			12.7
Total long-term debt	831.0			904.6
Less: unamortized debt discount ⁽²⁾	(3.2		)	(3.6		)
Less: current portion of long-term debt and capital lease obligations	(2.3		)	(37.5		)
Long-term debt and capital lease obligations, less current portion, net	$	825.5		$	863.5

	June 30, 2015		September 30, 2014
Short-term borrowings	$	36.6	$	47.6
Current portion of long-term debt and capital lease obligations	7.1		6.8
Total short-term borrowings and current portion of long term debt and capital lease obligations, net	$	43.7	$	54.4

⁽¹⁾ During the three months ended December 31, 2015, the Company received 97 tractors under the Ryder Lease and recorded $12.8 million of initial capital lease obligations. See Note 6. Capital lease obligations exclude executory costs and interest payments associated with the underlying leases. See "Capital Lease Obligations" below.

~~Long-term~~(2) ~~debt~~At ~~outstanding~~December ~~at June 30~~31, 2015 and September 30, ~~2014~~2015, respectively, included $1.7 million and $1.9 million of unamortized debt discount related to the Term Loan Facility. The remainder of the unamortized debt discount related to the 8.375% Senior Subordinated Notes ("Notes"). Debt discount is ~~summarized~~amortized ~~below:~~to interest expense over the life of the respective instruments using the effective interest rate method.

	June 30, 2015			September 30, 2014
ABL Facility	$	84.0		$	101.5
Term Loan Facility	648.8			653.9
8.375% Senior Subordinated Notes	175.0			175.0
Capital lease obligations	1.0			0.3
Total long-term debt	908.8			930.7
Less: unamortized debt discount (1)	(4.1		)	(5.5		)
Less: current portion of long-term debt and capital lease obligations	(7.1		)	(6.8		)
Long-term debt and capital lease obligations, less current portion, net	$	897.6		$	918.4

(1) At June 30, 2015 and September 30, 2014, respectively, includes $2.2 million and $2.9 million of unamortized debt discount related to the Company's Term Loan Facility. The remainder of the unamortized debt discount was related to the Notes. Debt discount is amortized to interest expense over the life of the respective instruments using the effective interest rate method.

Short-Term Borrowings

The Company's short-term borrowings are associated with the Company's operations in China and are summarized below:

	Facility Limit		Outstanding Borrowings Balance		Weighted Average Interest Rate on Borrowings		Outstanding LOC and Bankers' Acceptance Bills		Remaining Availability
	June 30, 2015
December 31, 2015
October 2012 Line of Credit (1)	$	2328.8	$	2324.14	3.56	%	$	—	$	04.74
November 2012 Line of Credit (2)	2423.1		13.51		65.14	%	9.8.1		01.89
Total	$	4751.9	$	3637.65			$	9.8.1	$	16.53
	September 30, 2014
September 30, 2015
October 2012 Line of Credit (1)	$	23.8	$	2123.50	3.65	%	$	—	$	20.38
November 2012 Line of Credit (2)	2423.46		2311.49		6.21	%	0.7.1		04.36
Total	$	4847.24	$	4434.9			$	0.7.1	$	25.64

(1) The borrowing limit of this facility is denominated in U.S. dollars and was increased by $5.0 million in December 2015. This line of credit is secured by a standby letter of credit drawn on the ABL Facility covering 110% of the facility’'s borrowing limit amount. Borrowings under the line of credit are payable in full within 12 months of the date of the advance.

⁽²⁾ The borrowing limit of this facility is denominated in RMB. This line of credit is secured by a standby letter of credit drawn on the ABL Facility covering 100% of the facility's borrowing limit amount. Borrowings under the line of credit are payable in full within 12 months of the date of the advance.

20In addition to the above lines of credit, Nexeo Plaschem has an arrangement through which it makes borrowings on a short-term basis, usually six months, by using its line of credit with the bank or by pledging the proceeds of its notes receivable. The borrowings under this arrangement are used to fund Nexeo Plaschem's working capital requirements. At December 31, 2015 and September 30, 2015, there were no outstanding borrowings, no notes receivable pledged and no outstanding bankers' acceptance bills issued to suppliers under this arrangement.

Nexeo Plaschem has another similar arrangement whereby it is able to pledge proceeds from its notes receivable in exchange for bankers' acceptance bills issued to suppliers. No notes receivable were pledged under this arrangement at December 31, 2015 and September 30, 2015.

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During the third quarter of fiscal year 2014, Nexeo Plaschem entered into an arrangement through which it makes borrowings on a short-term basis, usually six months, by using its line of credit with the bank or by pledging the proceeds of its notes receivable. The borrowings originated from this arrangement are also used to fund Nexeo Plaschem's working capital requirements. At June 30, 2015, there was no outstanding balance or notes receivable pledged under this arrangement. There was no outstanding balance of bankers' acceptance bills issued to suppliers as of June 30, 2015. At September 30, 2014, the weighted average interest rate was 3.6%, outstanding borrowings totaled $2.7 million, which were secured in full by pledged proceeds from certain of its notes receivable, and $2.5 million of notes receivable were pledged under this arrangement in exchange for bankers’ acceptance bills issued to suppliers.

In addition, Nexeo Plaschem has an arrangement whereby it is able to pledge proceeds from its notes receivable in exchange for bankers' acceptance bills issued to suppliers. No notes receivable were pledged under this arrangement at June 30, 2015. At September 30, 2014, the Company had pledged $2.9 million of notes receivable under this arrangement.

Long-Term Debt

AtThe ~~June~~weighted average interest rate on borrowings under the ABL Facility was 2.3% and 1.8% at December 31, 2015 and September 30, 2015, respectively. At December 31, 2015 and September 30, ~~2014~~2015, the Company had ~~an aggregate of~~ $6973.01 million and $7967.64 million, respectively, in outstanding letters of credit under the U.S., ~~the~~ Canadian and ~~the~~ permitted foreign facility tranches of the ABL Facility. ~~The weighted average interest rate on borrowings under the ABL Facility was 2.2% and 3.3% at June 30, 2015 and September 30, 2014, respectively.~~ Collective credit availability under the U.S. and Canadian tranches of the ABL Facility was $~~357~~324.3 million and $~~353~~321.14 million at ~~June~~December 3031, 2015 and September 30, ~~2014~~2015, respectively. The ABL Facility matures on July 11, 2017.

The interest rate for the Term Loan Facility was 5.0% at ~~June~~December 3031, 2015 and September 30, ~~2014~~2015. The Term Loan Facility matures on September 9, 2017. The Notes mature on March 1, 2018.

The Company’'s accounts receivable and inventory in the U.S. and Canada are collateral under the Credit Facilities. The Company’'s accounts receivable and inventory in the U.S. and Canada totaled $~~690~~579.26 million at ~~June 30~~December 31, 2015.

As of ~~June~~December 3031, 2015, the Company was in compliance with all debt covenants under the Credit Facilities and the Notes.

~~Amendment~~Term ~~No.~~Loan 4Facility to- ~~ABL~~Excess ~~Facility~~Cash Flow Payment

OnThe ~~January~~Term ~~30,~~Loan ~~2015,~~Facility asagreement ~~permitted~~requires ~~under~~ the ~~ABL~~Company ~~Facility,~~to ~~the~~make ~~Company~~early ~~established~~principal payments on an ~~incremental~~annual ~~permitted~~basis ~~foreign~~if ~~facility~~cash inflows anfor ~~aggregate~~the ~~principal~~year ~~amount~~exceed ofcertain ~~$30.0~~levels ~~million~~specified in the agreement. ~~The~~For ~~new~~the ~~facility~~fiscal ~~will~~year beended ~~used~~September ~~solely~~30, to2015, ~~issue~~the ~~one~~Company orhad ~~more~~Excess ~~letters~~Cash ofFlow ~~credit,~~(as ondefined ~~behalf~~in of the ~~Company's~~agreement) ~~foreign~~of ~~subsidiaries~~$59.2 million, of which ~~will~~$29.6 ~~reduce~~million ~~the~~was ~~reliance~~used onin ~~the~~December ~~letter~~2015 ofas ~~credit~~an ~~capacity~~early ~~under~~principal payment of the ~~U.S.~~outstanding ~~tranche~~balance ofunder the ~~ABL~~Term Loan Facility. ~~Concurrently~~As ~~with~~a ~~the~~result ~~closing~~ of ~~the~~this ~~permitted~~payment, ~~foreign~~under ~~facility~~the agreement terms, the ~~Company~~quarterly ~~replaced~~principal anpayment ~~existing~~of ~~letter~~$1.7 ofmillion ~~credit~~is inno ~~the~~longer ~~approximate~~required ~~amount~~for ofthe ~~$26.2~~remaining ~~million~~term ~~under~~of the ~~ABL~~facility. The ~~Facility~~Company ~~with~~is astill ~~letter~~required ofto ~~credit~~make inperiodic ~~the~~interest ~~same~~payments ~~amount~~based ~~under~~on the ~~new~~principal ~~permitted~~amount ~~foreign facility~~outstanding.

21Capital Lease Obligations

The capital lease obligation balance of $25.0 million as of December 31, 2015 is primarily associated with tractors delivered under the Ryder Lease through December 31, 2015. This obligation excludes future executory costs payments of $2.0 million per year, for aggregate executory costs of $13.6 million, as well as decreasing annual interest payments ranging from $1.2 million to $0.5 million, for aggregate interest payments totaling $5.7 million.

10. Derivatives

The Company is a party to interest rate swap agreements of varying expiration dates through March 2017, to help manage the Company's exposure to interest rate risk related to its variable-rate Term Loan Facility. The swaps have a quarterly settlement frequency. As of December 31, 2015, the notional amount of outstanding interest rate swap agreements was $200.0 million. The interest rate swaps are accounted for as cash flow hedges. Accordingly, gains or losses resulting from changes in the fair value of the swaps are recorded in other comprehensive income to the extent that the swaps are effective as hedges. Gains or losses resulting from changes in the fair value applicable to the ineffective portion, if any, are reflected in income. Gains or losses recorded in other comprehensive income are reclassified into and recognized in income when the interest expense on the Term Loan Facility is recognized.

During the three months ended December 31, 2015 and 2014, the Company reclassified into and recognized in income realized losses on the interest rate swaps of $0.2 million each period, which were recorded in interest expense. During the three months ended December 31, 2015 and 2014, the Company recorded unrealized gains on the interest rate swaps (net of reclassifications into income) of $0.1 million each period, which were recorded in other comprehensive income. At December 31, 2015, $0.3 million in unrealized losses were expected to be realized and recognized in income within the next twelve months.

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11. ~~Derivatives~~Fair Value Measurements

The Company is a party to interest rate swap agreements of varying expiration dates through March 2017, to help manage the Company’s exposure to interest rate risk related to its variable-rate Term Loan Facility. The swaps have a quarterly settlement frequency. As of June 30, 2015, the notional amount of outstanding interest rate swap agreements was $200.0 million. The interest rate swaps are accounted for as cash flow hedges. Accordingly, gains or losses resulting from changes in the fair value of the swaps are recorded in other comprehensive income to the extent that the swaps are effective as hedges. Gains or losses resulting from changes in the fair value applicable to the ineffective portion, if any, are reflected in income. Gains or losses recorded in other comprehensive income are reclassified into and recognized in income when the interest expense on the Term Loan Facility is recognized.

During the three and nine months ended June 30, 2015, the Company reclassified into and recognized in income realized losses on the interest rate swaps of $0.1 million and $0.4 million, respectively, which were recorded in interest expense. During the three and nine months ended June 30, 2014, the Company reclassified into and recognized in income realized losses on interest rate swaps of $0.2 million and $0.5 million, respectively. During the three and nine months ended June 30, 2015, the Company recorded unrealized gains on the interest rate swaps (net of reclassifications into income) of less than $0.1 million and $0.1 million, respectively, which were recorded in other comprehensive income. During the three and nine months ended June 30, 2014, the Company recorded unrealized gains (losses) on the interest rate swaps (net of reclassifications into income) of $(0.1) million and $0.2 million, respectively, which were recorded in other comprehensive income. At June 30, 2015, $0.4 million in unrealized losses were expected to be realized and recognized in income within the next twelve months.

12. Fair Value Measurements

The accounting standard for fair value measurements establishes a framework for measuring fair value that is based on the inputs market participants use to determine the fair value of an asset or liability and establishes a fair value hierarchy to prioritize those inputs. The fair value hierarchy is as follows:

● Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities.

● Level 2—Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

● Level 3—Prices or valuation models that require inputs that are both significant to the fair value measurement and less observable for objective sources (i.e., supported by little or no market activity).

The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are obtained from independent sources and can be validated by a third party, whereas unobservable inputs reflect assumptions a third party would use in pricing an asset or liability based on the best information available under the circumstances. A financial instrument’'s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’'s assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of the assets and liabilities and their placement within the fair value hierarchy levels. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

The Company’'s financial instruments recorded at fair value on a recurring basis relate solely to its interest rate swaps. The Company’'s interest rate swaps are valued using quoted market prices and significant other observable and unobservable inputs. These financial instruments’' fair values are based upon trades in liquid markets, and the valuation model inputs can generally be verified through over-the-counter markets and valuation techniques that do not involve significant management judgment. The fair values of these financial instruments are classified within Level 2 of the fair value hierarchy.

At ~~June~~December 3031, 2015, the Company recorded $0.43 million in Accrued expenses and other liabilities and less than $0.1 million in Other non-current liabilities in the condensed consolidated balance ~~sheet~~sheets related to these instruments. At September 30, ~~2014~~2015, the Company recorded $0.54 million in Accrued expenses and other liabilities and $0.21 million in Other non-current liabilities in the condensed consolidated balance ~~sheet~~sheets related to these instruments.

During the ~~nine~~three months ended ~~June~~December 3031, 2015 and 2014, the Company did not have any transfers between Level 1, Level 2 or Level 3 fair value measurements.

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Fair value of financial instruments

The carrying values of cash and cash equivalents, accounts and notes receivable, accounts payable and short-term borrowings approximate fair value due to the short-term maturity of those instruments.

The carrying values of borrowings outstanding under the ABL Facility and the Term Loan Facility approximate fair value at ~~June~~December 3031, 2015 and September 30, ~~2014~~2015, primarily due to their variable interest rate. The estimated fair value of these instruments is classified by the Company as a Level 3 measurement within the fair value hierarchy.

The estimated fair value of the Notes was $~~169~~154.31 million and $~~174~~149.42 million at ~~June~~December 3031, 2015 and September 30, ~~2014~~2015, respectively, including accrued interest of $4.84 million and $1.21 million, respectively. The estimated fair value of the Notes is classified by the Company as a Level 3 measurement within the fair value hierarchy. The estimated fair ~~values~~value of these instruments ~~are~~is calculated based upon a pricing model using the estimated yield calculated from interpolated treasury and implied yields to quoted price as inputs. The Company’'s relative credit standing is one of the inputs to the valuation.

~~Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis~~16

In addition to the financial instruments that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a nonrecurring basis as required by U.S. GAAP. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges or as part of a business combination. During the nine months ended June 30, 2015, the Company recorded nonrecurring fair value measurements related to the Archway Acquisition. During the three and nine months ended June 30, 2014, the Company recorded nonrecurring fair value measurements related to the Archway Acquisition and the CSD Acquisition. See Note 3. These fair value measurements were classified as Level 3 within the fair value hierarchy.

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~~13.~~Assets ~~Commitments,~~and ~~Contingencies~~Liabilities ~~and~~Measured ~~Litigation~~at Fair Value on a Nonrecurring Basis

12. Commitments, Contingencies and Litigation

Environmental Remediation

Due to the nature of its business, the Company is subject to various laws and regulations pertaining to the environment and to the ~~manufacture,~~ sale, transportation and disposal of chemicals and hazardous materials. These laws pertain to, among other things, air and water, the management of solid and hazardous wastes, transportation, and human health and safety.

In the Ashland ~~has~~Distribution Acquisition purchase agreement (the "ADA Purchase Agreement"), Ashland agreed to retain all known environmental remediation liabilities ~~listed on the schedules to the purchase agreement~~ (~~the~~ "Retained Specified Remediation Liabilities") and other environmental remediation liabilities ~~arising~~unknown ~~prior~~at to the closing ~~date~~ of ~~March 31,~~the ~~2011~~Ashland Distribution Acquisition related to the Distribution Business for which Ashland receives ~~written~~ notice prior to the fifth anniversary of ~~such~~the closing ~~date~~ (~~the~~ "Other Retained Remediation Liabilities") (collectively ~~the~~ "Retained Remediation Liabilities"). Ashland’'s liability for Retained Remediation Liabilities is not subject to any claim thresholds or deductibles. However, in the event the Company was to incur expenses arising out of the Other Retained Remediation Liabilities, Ashland’'s indemnification obligation is subject to an individual claim threshold of $0.2 million and an aggregate claim deductible of $5.0 million. Ashland’'s indemnification obligation for the Retained Remediation Liabilities is subject to an aggregate ceiling of $75.0 million. Ashland’'s indemnification obligations resulting from its breach of any representation, warranty or covenant related to environmental matters (other than for liabilities relating to taxes or the breach of any fundamental representation or warranty) are generally limited by an individual claim threshold of $0.2 million, an aggregate claim deductible of $18.6 million and a ceiling of $93.0 million. Collectively, Ashland’'s indemnification ~~obligation~~obligations resulting from or relating to the Retained Remediation Liabilities, retained litigation liabilities, and the breach of Ashland’'s representations, warranties and covenants contained in the ~~purchase~~ADA ~~agreement~~Purchase Agreement (other than for liabilities relating to taxes or the breach of any fundamental representation or warranty) is subject to an aggregate ceiling of $139.5 million, and Ashland’'s total indemnification obligation under the ~~purchase~~ADA ~~agreement~~Purchase Agreement (other than for liabilities relating to taxes or any retained indebtedness) is subject to an aggregate ceiling in the amount of the purchase price for the Distribution Business net assets.

In July 2014, Ashland filed a lawsuit styled and numbered Ashland Inc. v. Nexeo Solutions, LLC, Case No. N14C-07-243 ~~WCC~~JTV CCLD, in the Superior Court for the State of Delaware in and for New Castle County. In the suit, Ashland seeks a declaration that the Company is obligated to indemnify Ashland for losses Ashland incurs pertaining to Other Retained Remediation Liabilities, up to the amount of a $5.0 million deductible, which Ashland contends applies pursuant to the ~~Ashland~~ADA ~~Distribution~~Purchase ~~Acquisition purchase agreement~~Agreement. Ashland further alleges that the Company has breached duties related to that ~~purchase~~ agreement by not having so indemnified Ashland tofor ~~date~~amounts ~~with~~Ashland ~~respect~~has toincurred ~~costs~~ for ~~certain~~ Other Retained Remediation Liabilities ~~Ashland~~at ~~incurred pertaining to~~ sites atwhere ~~which~~ Ashland disposed of ~~waste~~wastes prior to the Ashland Distribution Acquisition, and on that basis seeks unspecified compensatory damages, costs and attorney’'s fees. The Company disagrees with Ashland’'s ~~interpretation~~construction of the ~~purchase~~ADA ~~agreement~~Purchase Agreement and is vigorously defending the lawsuit.

AsThe ~~a result, the~~ Company does not currently have any environmental or remediation reserves for matters covered by the ~~Ashland~~ADA ~~Distribution~~Purchase ~~Acquisition agreement~~Agreement. However, if the Company was to incur expenses related to ~~the~~ Other Retained Remediation Liabilities, the Company would be responsible for the first $5.0 million in aggregate expenses relating thereto prior to the receipt of any indemnification from Ashland. In addition, if any Retained Remediation Liability ultimately exceeds the liability ceilings described above, the Company would be responsible for such excess amounts. In either of these scenarios, the Company would be required to take an appropriate environmental or remediation reserve. The Company’'s reserves will be subject to numerous uncertainties that affect its ability to accurately estimate its costs, or its share of costs if multiple parties are responsible. These uncertainties involve the legal, regulatory and enforcement parameters governing environmental assessment and remediation, the nature and extent of contamination, the extent of required remediation efforts, the choice of remediation methodology, availability of insurance coverage and, in the case of sites with multiple responsible parties, the number and financial strength of other potentially responsible parties.

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Other Legal Proceedings

The Company is subject to various claims and legal proceedings covering a wide range of matters that arise in the ordinary course of its business activities, including product liability claims. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition or results of operations of the Company.

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Other Contingencies

In June 2014, the Company self-disclosed to the California Department of Toxic Substance Control ("DTSC") that a recent inventory of its Fairfield facility had revealed potential violations of ~~RCRA~~the Resource Conservation and Recovery Act and the California Health and Safety Code. Although no formal proceeding has been initiated, the Company expects the DTSC to seek payment of fines or other penalties for non-compliance. The Company does not expect the amount of any such fine or other penalty to have a material adverse effect on its business, financial position or results of operations.

1413. Employee Benefit Plans

Defined Contribution Plans

Qualifying employees of the Company are eligible to participate in the Nexeo Solutions, LLC Employee Savings Plan ("401(k) Plan"). The 401(k) Plan is a defined contribution plan designed to allow employees to make tax deferred contributions as well as Company contributions, designed to assist employees of the Company and its affiliates in providing for their retirement. The Company matches 100% of employee contributions up to 4.0%. The Company will make an additional contribution to the 401(k) Plan of 1.5%, 3.0%, or 4.5%, based upon years of service of one to ten years, eleven to twenty years, and ~~over~~ twenty-one years ofor ~~service~~more, respectively. Employees meeting certain age requirements may also receive an additional transition contribution from the Company. A version of the 401(k) Plan is also available for qualifying employees of the Company in its foreign subsidiaries. The Company contributed a total of $2.65 million and $82.19 million to the defined contribution plans in the three ~~and nine~~ months ended ~~June 30~~December 31, 2015, ~~respectively,~~ and ~~$3.2 million and $9.0 million for the three and nine months ended June 30,~~ 2014, respectively. Of the above contributions to the plans, $1.65 million and $5.1.8 million in the three ~~and nine~~ months ended ~~June~~December 3031, 2015, ~~respectively,~~ and ~~$2.5 million and $6.2 million in the three and nine months ended June 30,~~ 2014, ~~respectively,~~ were recorded as a component of selling, general and administrative expenses. The remainder was recorded as a component of cost of sales and operating expenses.

Restricted Equity Plan

Holdings may issue unregistered Series B units to directors, certain officers and employees eligible to participate in the Company’'s restricted equity plan ("Equity Plan"). The units issued under the Equity Plan are subject to certain transfer restrictions and are initially deemed to be unvested. With respect to units issued to certain officers and employees, 50% of the Series B units vest 20% annually over a five year period ("Time-Based Units"), and 50% of the Series B units become vested in accordance with a performance-based schedule that is divided into five separate and equal twelve month periods ("Performance-Based Units"). The vesting of both the Time-Based Units and the Performance-Based Units is subject to the employee’'s continued employment with the Company. The Board of Directors of the Company (the "Board of Directors") establishes each annual performance-based period based upon an earnings before interest, tax, depreciation, and amortization ("EBITDA") target for the Company during that period. In the event that any Performance-Based Units do not vest for any applicable annual performance period due to the failure to achieve that year’'s EBITDA-based performance target, the Performance-Based Units assigned to that annual performance period shall subsequently vest upon the achievement of the EBITDA-based performance target for the fiscal year following such fiscal year. Upon the occurrence of a liquidity event within seven years of the employee’s beginning vesting date in which TPG Accolade, L.P. ("TPG Accolade") realizes a return based upon cash received (including dividends) divided by aggregate purchase price that is equal to or greater than 3.0x all Performance-Based Units automatically vest, as long as the employee remains employed by the Company. Furthermore, upon a termination of employment within 24 months of a change of control, all outstanding and unvested Series B units automatically vest, provided the employee remains employed by the Company at the time of the event. Upon termination of employment, the Company may, in its sole discretion, elect to redeem unregistered Series B units previously granted to officers and employees eligible to participate in the Company’s Equity Plan. The repurchase price per unit is the difference between the established threshold value at the time of redemption and the threshold value at the time of the grant.

The fair value of the Series B units granted during the nine months ended June 30, 2015 was determined using a discounted cash flow analysis and a Black-Scholes Option Pricing Model with the valuation assumptions of (1) expected term of two to three years, (2) expected price volatility of 39.6% to 39.9%, (3) a risk-free interest rate of 0.9% to 1.2% and (4) an expected distribution yield of 0.0%. Volatility was estimated using historical stock prices of comparable public companies.18

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~~The~~Prior ~~Company~~to ~~recognized~~December ~~compensation~~1, ~~expense~~2015, ~~associated~~upon ~~with~~the ~~Time-Based~~occurrence ~~Units~~of a liquidity event within seven years of ~~$0.3~~the ~~million~~employee's ~~and~~beginning $0vesting date in which TPG Accolade, L.9P. ~~million~~("TPG ~~during~~Accolade") ~~the~~realized ~~three~~a ~~and~~return ~~nine~~based ~~months~~upon ~~ended~~cash ~~June~~received (including dividends) divided by aggregate purchase price that was equal to or greater than 303.0x, ~~2015,~~all ~~respectively~~Performance-Based Units would automatically vest, ~~and~~as $0long as the employee remained employed by the Company through the completion of the liquidity event. On December 1, 2015, the Board of Directors removed the requirement that TPG Accolade realize a return equal to or greater than 3.0x ~~million~~in ~~and~~a $0liquidity event.8 Accordingly, ~~million~~all ~~during~~Performance-Based Units automatically vest upon the ~~three~~occurrence ~~and~~of ~~nine~~a ~~months~~liquidity ~~ended~~event ~~June~~within 30seven years of the employee's beginning vesting date, ~~2014~~regardless of the return realized by TPG Accolade, ~~respectively. There~~as ~~was~~long noas ~~compensation~~the ~~expense~~employee ~~recognized~~remains ~~during~~employed by the ~~three~~Company ~~and~~through ~~nine~~the ~~months~~completion ~~ended~~of ~~June 30,~~the ~~2015~~liquidity ~~and~~event. This ~~2014~~revision ~~related~~represents toa modification of all the unvested Performance-Based Units, outstanding as of the ~~Company~~modification ~~did~~date. The modification does not ~~meet~~change the ~~pre~~Company's current expectations of whether the Performance-~~established~~Based ~~EBITDA~~Units ~~target. Expenses~~will ~~related~~ultimately tovest and therefore does not result in the ~~Equity~~recognition ~~Plan~~of ~~are~~compensation ~~recorded~~cost asin the current period. If, at a ~~component~~future ofdate, ~~selling~~the Company determines it is probable the employees will vest in the modified awards, ~~general~~it ~~and~~will ~~administrative~~recognize ~~expenses~~compensation cost equal to the new fair value of these awards at the modification date of $0.12 per unit.

~~The~~Upon ~~following~~a ~~table~~termination ~~summarizes~~of employment within 24 months of a change of control, all outstanding and unvested Series B units automatically vest, provided the employee remains employed by the Company at the time of the event. Upon termination of employment, the Company may, in its sole discretion, elect to redeem unregistered Series B units previously granted to officers and employees eligible to participate in the Company's Equity Plan. The ~~activity~~repurchase ~~during~~price per unit is the ~~nine~~difference ~~months~~between ~~ended~~the ~~June~~established ~~30,~~threshold ~~2015:~~value at the time of redemption and the threshold value at the time of the grant.

	Units		Average GrantDate Fair ValuePer Unit
Outstanding at September 30, 2014	33,098,768		$	0.29
Granted	5,747,856		0.23
Forfeited/Canceled	(200,000	)	0.29
Outstanding at June 30, 2015	38,646,624		$	0.28

The fair value of the Series B units granted during the three months ended December 31, 2015 was determined using a discounted cash flow analysis and a Black-Scholes Option Pricing Model with the valuation assumptions of (1) expected term of one year, (2) expected price volatility of 47.1%, (3) a risk-free interest rate of 0.6% and (4) an expected distribution yield of 0.0%. Volatility was estimated using historical stock prices of comparable public companies.

The ~~following~~Company ~~table~~recognized ~~summarizes~~compensation ~~the~~expense ~~non~~associated with Time-~~vested~~Based ~~Equity~~Units ~~Plan~~of ~~units~~$0.3 million during the ~~nine~~three months ended ~~June 30~~December 31, 2015: and 2014. There was no compensation expense recognized during the three months ended December 31, 2015 and 2014 related to Performance-Based Units, as the Company did not meet the pre-established EBITDA target. Expenses related to the Equity Plan are recorded as a component of Selling, general and administrative expenses in the condensed consolidated statements of operations.

	Units		Average GrantDate Fair ValuePer Unit
Nonvested at September 30, 2014	21,520,715		$	0.28
Granted	5,747,856		0.23
Vested	(3,762,027	)	0.31
Forfeited	(180,000	)	0.25
Nonvested units at June 30, 2015	23,326,544		$	0.25

The following table summarizes Equity Plan activity during the three months ended December 31, 2015:

During the three and nine months ended June 30, 2015, Series B Units vesting totaled 1,924,881 and 3,762,027, respectively, which had a total fair value of $0.6 million and $1.2 million, respectively. During the three and nine months ended June 30, 2014, Series B Units vesting totaled 1,531,122 and 3,373,486, respectively, which had a total fair value of $0.5 million and $1.1 million, respectively. Total unrecognized compensation cost related to the Series B units was $1.7 million at June 30, 2015, to be recognized over the next five years.



	Units		Average Grant Date Fair Value Per Unit
Outstanding at September 30, 2015	38,466,624		$	0.28
Granted	1,028,571		0.12
Forfeited/Canceled	(900,000	)	0.29
Outstanding at December 31, 2015	38,595,195		$	0.22

~~15. Related Party Transactions~~ 19

At the closing of the Ashland Distribution Acquisition, the Company entered into a management services agreement with TPG Capital, L.P. (together with its affiliates, including TPG Accolade, "TPG") pursuant to which it provides the Company with ongoing management, advisory and consulting services. Under the current terms of the agreement, the quarterly management fee to TPG is equal to 2% of the Company’s "Adjusted EBITDA" (as defined in the agreement) less $0.175 million, subject to a revised minimum annual amount of $2.825 million. During the three and nine months ended June 30, 2015, the Company recorded management fees of $1.1 million and $2.5 million, respectively. During the three and nine months ended June 30, 2014, the Company recorded management fees of $0.9 million and $2.5 million, respectively. These fees are recorded in Selling, general and administrative expenses in the Company's condensed consolidated statement of operations.

The Company also pays TPG fees for consulting services in relation to the affairs of the Company, as well as reimbursements for out-of-pocket expenses incurred by it in connection with these consulting services. During the three and nine months ended June 30, 2015, the Company recorded consulting fees to TPG of $0.2 million and $0.7 million, respectively, and $0.3 million and $1.2 million during the three and nine months ended June 30, 2014, respectively. These fees are recorded in Selling, general and administrative expenses in the Company's condensed consolidated statement of operations.

The Company currently participates in TPG’s leveraged procurement program. While the Company is no longer subject to a fee for participation in this program, the Company paid TPG a fee through the first quarter of fiscal year 2014. The Company recorded fees of less than $0.1 million related to this program during fiscal year 2014. The fee for prior periods was calculated in relation to TPG’s portfolio companies for various categories of services and products for the benefit of portfolio companies. Fees associated with this program were recorded in Selling, general and administrative expenses in the Company's condensed consolidated statement of operations.

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The ~~Company~~following ~~may~~table ~~also~~summarizes ~~pay~~the ~~TPG~~non-vested ~~specified~~Equity ~~success~~Plan ~~fees~~units induring ~~connection with advice it provides in relation to certain corporate transactions. During~~ the ~~nine~~three months ended ~~June~~December 3031, 2014 and in connection with the closing of the CSD Acquisition and the Archway Acquisition, the Company recorded and paid TPG one-time aggregate transaction fees of $2.0 million and $2.5 million, respectively, which were included in Transaction related costs in the Company's condensed consolidated statement of operations. 2015:

The Company’s sales to TPG related entities for the three and nine months ended June 30, 2015, were $1.6 million and $7.1 million, respectively, and were $4.2 million and $12.3 million during the three and nine months ended June 30, 2014, respectively. There were no purchases from TPG related entities for the three and nine months ended June 30, 2015 and 2014. At June 30, 2015 and September 30, 2014, TPG related entities owed the Company $0.4 million and $3.7 million, respectively, which were included in Accounts and notes receivable in the Company's condensed consolidated balance sheets.



	Units		Average Grant Date Fair Value Per Unit
Nonvested at September 30, 2015	23,116,625		$	0.26
Granted	1,028,571		0.12
Vested	(109,990	)	0.27
Forfeited	(648,000	)	0.27
Nonvested units at December 31, 2015	23,387,206		$	0.17

~~Effective~~During ~~January 1, 2014, under~~ the ~~terms~~three ofmonths aended ~~consulting~~December ~~services agreement~~31, ~~the~~2015 ~~Company~~and ~~agreed~~2014, toSeries ~~pay~~B anUnits ~~annual~~vesting ~~fee~~totaled of109,990 ~~$0.175~~and ~~million~~107,146, torespectively, ~~Steven~~which B.had ~~Schwarzwaelder,~~ a ~~member~~total offair ~~the~~value ~~Board~~ of ~~Directors, for strategic consulting services. The Company recorded~~ less than $0.1 million ~~and~~for $0each period.1 Total ~~million~~unrecognized ~~for~~compensation ~~the~~cost ~~three~~related ~~and~~to ~~nine~~the ~~months ended June~~Series ~~30,~~B ~~2015,~~units ~~respectively,~~was ~~and less than~~ $0.1 ~~million and $0~~.1 million ~~for~~at ~~the three and nine months ended June 30~~December 31, ~~2014~~2015, ~~respectively,~~expected ~~related~~ to ~~this~~be ~~agreement. This~~recognized ~~fee~~over ~~is recorded in Selling, general and administrative expenses in~~ the ~~Company's~~next ~~condensed~~five ~~consolidated statement of operations~~years.

~~In connection with the CSD Acquisition, the Company assumed a truck and lease service agreement ("Ryder Truck Lease") with Ryder~~14. ~~The~~ ~~Ryder~~Related ~~Truck~~Party ~~Lease~~Transactions covers the rental of 11 trucks and 5 trailers. The Company also briefly engaged a company affiliated with Ryder for logistics advisory services. In addition, in May 2015 the Company entered into the Ryder Lease. See Note 7. The Ryder Lease covers the rental of approximately 200 vehicles, which will replace a significant portion of the Company's older vehicles. John Williford, a member of the Board of Directors, was the President, Global Supply Chain Solutions for Ryder System, Inc., a company affiliated with Ryder, from June 2008 until March 31, 2015. Payments to Ryder and affiliated companies for advisory services fees and the Ryder Truck Lease, including reimbursements for licensing fees, fuel charges, mileage and certain maintenance and other obligations, were $0.1 million and $0.3 million for the three and nine months ended June 30, 2015, respectively, and $0.2 million and $0.3 million for the three and nine months ended June 30, 2014. There were no payments to Ryder and affiliated companies related to the Ryder Lease during the nine months ended June 30, 2015. These costs were recorded in Cost of sales and operating expenses in the Company's condensed consolidated statement of operations.

~~Certain~~At ~~former~~the ~~shareholders~~closing of ~~Archway~~the ~~continue~~Ashland toDistribution beAcquisition, ~~employed~~the byCompany ~~Archway~~entered ~~and~~into ~~are~~a ~~involved~~management inservices ~~the~~agreement ~~operations~~with ofTPG ~~the~~Capital, ~~business acquired in the Archway Acquisition~~L. InP. ~~connection~~(together with ~~the~~its ~~Archway Acquisition~~affiliates, ~~the~~including ~~Company~~TPG ~~recorded~~Accolade, a"TPG") ~~payable~~pursuant to ~~former~~which ~~shareholders~~it ofprovides ~~Archway~~the ~~totaling~~Company ~~$3.4~~with ~~million~~ongoing ~~related~~management, toadvisory ~~certain~~and ~~tax~~consulting ~~refund receivables~~services. ~~During~~Under the ~~fiscal~~current ~~year~~terms ~~2014~~of the ~~Company~~agreement, ~~paid~~the ~~$1.4~~quarterly ~~million~~management offee ~~this~~to ~~amount~~TPG ~~and~~is ~~during~~equal to 2% of the ~~nine~~Company's ~~months~~"Adjusted ~~ended~~EBITDA" ~~June~~(as ~~30,~~defined ~~2015~~in the ~~Company~~agreement) ~~paid~~less an$0.175 ~~additional~~million, subject to a revised minimum annual amount of $12.6825 million. ~~Accordingly,~~During atthe ~~June~~three months ended December 3031, 2015 and 2014, the Company ~~owed~~recorded management fees of $0.49 million toand ~~the~~$0.7 ~~former shareholders~~million, ~~which~~respectively. These ~~was~~fees ~~included~~are recorded in ~~Related~~Selling, ~~party~~general ~~payable~~and administrative expenses in the Company's condensed consolidated ~~balance~~statements ~~sheet.~~of operations.

~~During~~The Company also pays TPG fees for consulting services in relation to the ~~fourth~~affairs ~~quarter~~of the Company, as well as reimbursements for out-of-pocket ~~fiscal~~expenses ~~year~~incurred by it in connection with these consulting services. During the three months ended December 31, 2015 and 2014, the Company ~~paid~~recorded consulting fees to TPG of $10.71 million toand ~~the~~$0.4 ~~former~~million, ~~shareholders~~respectively. These offees ~~Archway~~are recorded in ~~connection~~Selling, ~~with~~general ~~the~~and ~~completion~~administrative ofexpenses in the ~~final~~Company's ~~working~~condensed ~~capital~~consolidated ~~adjustment~~statements ~~for~~of ~~the Archway Acquisition~~operations.

~~16.~~The ~~Income~~Company ~~Taxes~~currently participates in TPG's leveraged procurement program, but since the first quarter of fiscal year 2014, it is no longer subject to a fee for participation in this program. The fees for periods prior to that date were recorded in Selling, general and administrative expenses in the Company's condensed consolidated statements of operations and were calculated in relation to TPG's portfolio companies for various categories of services and products for the benefit of portfolio companies.

AsThe ~~discussed~~Company's insales ~~Note~~to 1,TPG ~~Holdings~~related isentities ~~organized as a limited liability company and is taxed as a partnership~~ for ~~U.S.~~the ~~income~~three ~~tax~~months ~~purposes. As~~ended ~~such~~December 31, ~~with~~2015 ~~the exception of a limited number of state~~ and ~~local~~2014 ~~jurisdictions,~~were ~~Holdings is not subject to U~~$1.S.0 ~~income~~million taxes. Accordingly, the members will report their share of Holdings’ taxable income on their respective U.S. federal tax returns. Holdings pays distributions to members to fund their tax obligations. Holdings and ~~its subsidiaries made tax distributions of approximately~~ $03.17 million to, orrespectively. There onwere ~~behalf~~no ~~of,~~purchases ~~their~~from ~~members~~TPG ~~during~~related entities for the three ~~and nine~~ months ended ~~June 30~~December 31, 2015 and 2014. ~~The~~ At ~~Company’s~~December 31, ~~sole~~2015 ~~U.S.~~and ~~corporate subsidiary~~September 30, ~~Sub Holding~~2015, isTPG ~~subject~~related toentities ~~tax~~owed at the ~~entity~~Company ~~level~~$0.4 inmillion ~~the~~and U$0.~~S. The~~3 ~~Company’s~~million, ~~controlled~~respectively, ~~foreign~~which ~~corporations~~were ~~are~~included ~~subject~~in toAccounts ~~tax~~and atnotes ~~the~~receivable ~~entity~~in ~~level~~the inCompany's ~~their~~condensed ~~respective~~consolidated ~~jurisdictions~~balance sheets.

~~Income~~The ~~tax~~Company ~~expense~~has ~~was $1.8~~a ~~million for~~strategic ~~the~~consulting ~~three~~services ~~months~~agreement ~~ended June 30,~~with ~~2015 compared~~Steven toB. ~~expense~~Schwarzwaelder, ~~of $0.8~~a ~~million~~member ~~for~~of the ~~three~~Board ~~months~~of ~~ended June 30~~Directors, ~~2014. The~~under ~~current~~which ~~period~~it ~~tax~~pays ~~expense~~an isannual ~~largely~~fee ~~attributed~~of to$0.175 ~~foreign~~million. The ~~income~~Company ~~tax~~recorded ~~expense~~less onthan ~~profitable foreign operations~~$0. ~~The~~1 ~~prior~~million ~~period~~for ~~tax~~the ~~expense~~three ismonths ~~largely~~ended ~~attributed~~December 31, to2015 ~~foreign~~and ~~income~~2014 ~~tax~~related ~~expense~~to onthis ~~profitable foreign operations~~agreement. ~~The~~This ~~tax~~fee ~~expense~~is ~~for~~recorded ~~the~~in ~~three~~Selling, ~~months~~general ~~ended June 30,~~and ~~2015 reflects~~administrative anexpenses ~~effective~~in ~~tax~~the ~~rate~~Company's condensed consolidated statements of ~~8.7%.~~ operations.

27The Company has a truck and lease service agreement ("Ryder Truck Lease") with Ryder that covers the rental of 11 trucks and 5 trailers. The Company also briefly engaged a company affiliated with Ryder for logistics advisory services. In addition, in May 2015 the Company entered into the Ryder Lease (see Note 6) which covers the rental of approximately 200 tractors. John Williford, a member of the Board of Directors, was the President, Global Supply Chain Solutions for Ryder System, Inc., a company affiliated with Ryder, from June 2008 until March 31, 2015. Payments to Ryder and affiliated companies for advisory services fees and the Ryder Truck Lease, including reimbursements for licensing fees, fuel charges, mileage and certain maintenance and other obligations, were $1.5 million and $0.1 million for the three months ended December 31, 2015 and 2014, respectively. These costs were recorded in Cost of sales and operating expenses in the Company's condensed consolidated statements of operations.

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~~Income~~Certain ~~tax~~former ~~expense~~shareholders ~~was~~of ~~$2.7~~Archway ~~million~~continue ~~for~~to ~~the~~be ~~nine~~employed ~~months~~by ~~ended~~the ~~June 30,~~Company ~~2015 compared~~and toare ~~expense~~involved ofin ~~$4.0~~the ~~million~~operations ~~for~~of the ~~nine~~business ~~months~~acquired ~~ended~~in ~~June 30,~~the ~~2014~~Archway Acquisition. ~~The~~In ~~current~~connection ~~period~~with ~~tax~~the ~~expense~~Archway isAcquisition, ~~largely~~the ~~attributed~~Company torecorded ~~foreign~~a ~~income~~payable ~~tax~~to ~~expense~~former onshareholders ~~profitable~~of ~~foreign~~Archway ~~operations~~totaling $3. ~~The~~4 ~~prior~~million ~~period~~related to certain tax ~~expense~~refund isreceivables. During ~~largely~~the ~~attributed~~fiscal toyears ~~foreign~~2015 ~~income~~and ~~tax~~2014, ~~expense~~the onCompany ~~profitable~~paid ~~foreign~~$1.6 ~~operations~~million and ~~losses~~$1.4 inmillion, ~~various~~respectively, ~~jurisdictions~~of ~~that~~this ~~have~~amount. Accordingly, ~~not~~at ~~been~~December 31, ~~benefited~~2015, ~~for~~the ~~income~~Company ~~tax~~owed ~~purposes~~approximately $0. ~~The~~3 ~~tax~~million ~~expense~~to ~~for~~ the ~~nine~~former ~~months ended June 30~~shareholders, ~~2015 reflects~~which anwas ~~effective~~included ~~tax~~in ~~rate~~Accrued ofexpenses 19and other liabilities in the Company's condensed consolidated balance sheet.~~0%.~~

~~For the periods ended June 30, 2015 and 2014, the Company computed the provision for income taxes based on the actual year-to-date effective tax rate by applying the discrete method~~15. ~~Due~~ toIncome ~~on-going~~Taxes changes in the Company’s international operations, the annual effective tax rate, which relies on accurate projections by legal entity of income earned and taxed in foreign jurisdictions, as well as accurate projections by legal entity of permanent and temporary differences, was not considered a reliable estimate for purposes of calculating year-to-date income tax expense.

~~Deferred~~As discussed in Note 1, Holdings is organized as a limited liability company and is taxed as a partnership for U.S. income ~~taxes~~tax ~~reflect~~purposes. As such, with the ~~net~~exception ~~tax~~of ~~effects~~a limited number of ~~temporary~~state ~~differences~~and ~~between~~local jurisdictions, Holdings is not subject to U.S. income taxes. Accordingly, the ~~carrying~~members ~~amounts~~will report their share of ~~assets~~Holdings' ~~and~~taxable ~~liabilities~~income ~~for~~on ~~financial~~their ~~reporting~~respective ~~purposes~~U.S. federal tax returns. Holdings pays distributions to members to fund their tax obligations. Holdings and its subsidiaries made no material distributions to, or on behalf of, their members during the ~~amounts~~three ~~used~~months ~~for~~ended December 31, ~~income~~2015 and 2014. The Company's sole active U.S. corporate subsidiary, Sub Holding, is subject to tax ~~purposes~~at the entity level in the U.S. The Company's controlled foreign corporations are subject to tax at the entity level in their respective jurisdictions.

~~At June 30,~~Income ~~2015 and September 30,~~tax ~~2014,~~expense ~~the valuation allowance~~ was $21.73 million for ~~and~~the ~~$2.5~~three ~~million~~months ended December 31, ~~respectively. In~~2015 compared ~~assessing~~to ~~the~~a ~~realizability~~benefit of $0.9 ~~deferred~~million ~~tax~~for ~~assets,~~the ~~management~~three ~~considers~~months ~~whether~~ended itDecember 31, is2014. The ~~more~~current ~~likely~~period ~~than~~tax ~~not~~expense ~~that~~was ~~some~~attributable ~~portion~~to orincome ~~all~~tax ofexpense ~~the~~on ~~deferred~~profitable ~~tax~~foreign ~~assets~~operations, ~~will~~primarily ~~not~~Canada beand ~~realized~~EMEA. The ~~ultimate~~prior ~~realization~~period ofbenefit ~~deferred~~was ~~tax~~largely ~~assets~~attributed isto ~~dependent~~losses ~~upon~~from the ~~generation~~U.S. ofand ~~future~~China ~~taxable~~operations. The ~~income~~tax ~~during~~expense for the ~~periods~~three inmonths ~~which those temporary differences become deductible. Based upon management’s expectations at~~ended ~~June~~December 3031, 2015, reflects ~~management~~an ~~believes~~effective ittax israte ~~not more likely than not that it will realize the majority~~ of ~~its deferred tax assets~~ 23.2%.

For the periods ended December 31, 2015 and 2014, the Company computed the provision for income taxes based on the actual year-to-date effective tax rate by applying the discrete method. Due to on-going changes in the Company's international operations, the annual effective tax rate, which relies on accurate projections by legal entity of income earned and taxed in foreign jurisdictions, as well as accurate projections by legal entity of permanent and temporary differences, was not considered a reliable estimate for purposes of calculating year-to-date income tax expense.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As a result of the adoption of ASU 2015-17, deferred tax assets and liabilities and any related valuation allowances are classified as noncurrent on a prospective basis. See Note 2.

At December 31, 2015 and September 30, 2015, the valuation allowance was $3.9 million and $3.6 million, respectively, primarily relating to Nexeo Plaschem operations. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon management's expectations at December 31, 2015, management believes it is not more likely than not that it will realize the majority of its deferred tax assets.

Uncertain Tax Positions

U.S. GAAP prescribes a recognition threshold and measurement attribute for the accounting and financial statement disclosure of tax positions taken or expected to be taken in a tax return. The evaluation of a tax position is a two-step process. The first step requires the Company to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. The second step requires the Company to recognize in the financial statements each tax position that meets the more likely than not criteria, measured as the amount of benefit that has a greater than 50% likelihood of being realized. Differences between the amount of tax benefits taken or expected to be taken in the income tax returns and the amount of tax benefits recognized in the financial statements represent the Company’'s unrecognized income tax benefits, which are recorded as a liability.

InThe ~~connection with the CSD Acquisition, the~~ Company ~~recorded~~recognizes aninterest ~~initial~~and ~~reserve~~penalties ofrelated ~~$0.5~~to ~~million~~uncertain ~~associated with income~~ tax~~-related~~ ~~uncertainties. The~~positions, ~~ultimate~~if ~~outcome of certain of these uncertainties was covered by indemnification provisions under the purchase agreement. Accordingly~~any, ~~the~~as ~~Company~~a ~~also~~component ~~recognized indemnification assets related to certain~~ of ~~these~~ income tax~~-related~~ ~~uncertainties. The~~expense ~~indemnification assets were initially included~~ in ~~Other current assets and Other noncurrent assets in~~ the condensed consolidated ~~balance~~statements ~~sheet,~~of ~~representing~~operations. There ~~the~~was ~~reimbursement~~an ~~the~~insignificant ~~Company~~amount ~~reasonably~~of ~~expected~~interest toand ~~receive~~penalties ~~from~~recognized ~~funds~~during ~~held~~the inthree ~~escrow~~months ~~pursuant~~ended toDecember 31, ~~the~~2015 ~~purchase~~and ~~agreement~~2014. InAs ~~connection with the release~~ of ~~the~~December 31, ~~funds~~2015 ~~placed~~and inSeptember 30, ~~escrow~~2015, inthe ~~May~~Company ~~2015~~had ~~(see~~$1.1 ~~Note~~million, 3)respectively, ~~the~~related ~~Company~~to ~~wrote~~uncertain ~~off~~tax ~~the~~positions, ~~aggregate~~including ~~outstanding~~related ~~balance~~accrued ininterest ~~these~~and ~~indemnification assets~~penalties.

During the second quarter of fiscal year 2015, the Company completed its evaluation of income tax-related uncertainties related to the Archway Acquisition, and recorded a reserve of $1.4 million associated with these uncertainties. 21

The Company recognizes interest and penalties related to uncertain tax positions, if any, as a component of income tax expense in the condensed consolidated statements of operations. There was an insignificant amount of interest and penalties recognized during the three and nine months ended June 30, 2015 and 2014. As of June 30, 2015 and September 30, 2014, the Company had $1.4 million and $0.4 million, respectively, related to uncertain tax positions, including related accrued interest and penalties. Between the time of the initial recording of the uncertain tax positions associated with the CSD Acquisition and the Archway Acquisition and the fiscal quarter ended June 30, 2015, the Company reduced the reserve by $0.4 million due to the lapse of the applicable statute of limitations.

The Company or one of its subsidiaries files income tax returns in various state and foreign jurisdictions. Within the U.S., the Company is subject to federal and state income tax examination by tax authorities for periods after March 2011. With respect to countries outside of the U.S., with certain exceptions, the Company’s foreign subsidiaries are subject to income tax audits for years after 2010.

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17The Company believes it is reasonably possible that within the next 12 months unrecognized tax benefits may decrease by up to $0.5 ~~Segment~~million ~~and~~as ~~Geographic~~a ~~Data~~result of the expiration of certain statute of limitations periods.

The Company ~~operates through four lines of business,~~ or ~~operating~~one ~~segments: Chemicals, Plastics, Environmental Services and a small set~~ of ~~Composites~~its ~~operations~~subsidiaries infiles ~~Asia. The~~income ~~lines~~tax ofreturns ~~business market to different sets of customers operating~~ in ~~an array of industries, with~~ various ~~end~~state ~~markets~~ and ~~customer~~foreign ~~segments within those industries~~jurisdictions. ~~Until~~Within ~~recently~~the U.S., the ~~Composites~~Company ~~line~~is ofsubject ~~business~~to ~~included~~federal ~~composites operations in North America which were sold on July 1, 2014,~~ and ~~are~~state ~~now~~income ~~classified~~tax asexamination ~~discontinued~~by ~~operations~~tax inauthorities ~~the Company's condensed consolidated financial statements~~ for ~~all~~ periods ~~presented~~after March 2011. ~~For~~With ~~segment~~respect ~~presentation~~to ~~and~~countries ~~disclosure~~outside ~~purposes, the Chemicals and Plastics lines~~ of ~~business constitute separate reportable segments while~~ the ~~Environmental~~U.S., ~~Services~~with ~~line~~certain ofexceptions, ~~business and~~ the ~~remaining~~Company's ~~composites~~foreign ~~operations~~subsidiaries inare ~~Asia~~subject doto ~~not~~income ~~individually~~tax ~~meet~~audits ~~the materiality threshold~~ for ~~separate~~years ~~disclosure~~after ~~and are, as a result, combined in an "Other" segment~~2010.

Each line of business represents unique products and suppliers, and each line of business focuses on specific end markets within its industry based on a variety of factors, including supplier or customer opportunities, expected growth and prevailing economic conditions16. ~~Across~~ ~~the~~Segment ~~Chemicals~~ and ~~Plastics~~Geographic ~~lines~~Data of business there are numerous industry segments, end markets, and sub markets that the Company may choose to focus on. These end markets may change from year to year depending on the underlying market economics, supplier focus, expected profitability, and the Company's strategic agenda.

The Company operates through three lines of business, or operating segments: Chemicals, Plastics and Environmental Services. On July 1, 2014, the Company sold its composites operations in North America. Activity associated with these operations is classified as discontinued operations in the Company's condensed consolidated financial statements for all periods presented. While the Company continued to occasionally distribute certain composites products in Asia post-sale of the Company's North American composites operations, these sales were minimal and they are no longer identified as a separate line of business. The lines of business market to different sets of customers operating in an array of industries, with various end markets and customer segments within those industries. For segment presentation and disclosure purposes, the Chemicals and Plastics lines of business constitute separate reportable segments while the Environmental Services line of business, which does not meet the materiality threshold for separate disclosure and the historical composites products sales in Asia are combined in an "Other" segment.

Each line of business represents unique products and suppliers, and each line of business focuses on specific end markets within its industry based on a variety of factors, including supplier or customer opportunities, expected growth and prevailing economic conditions. Across the Chemicals and Plastics lines of business there are numerous industry segments, end markets and sub markets that the Company may choose to focus on. These end markets may change from year to year depending on the underlying market economics, supplier focus, expected profitability and the Company's strategic agenda.

The Chemicals, Plastics and Environmental Services lines of business compete with national, regional and local companies throughout North America. Additionally, the Chemicals and Plastics lines of business compete with other distribution companies in Asia. The Plastics line of business also competes with other distribution companies in EMEA. Competition within each line of business is based primarily on the diversity of the product portfolio, service offerings, reliability of supply, technical support and price. The accounting policies used to account for transactions in each of the lines of business are the same as those used to account for transactions at the corporate level.

The Chemicals, ~~Plastics~~ and ~~Composites~~Plastics lines of business are distribution businesses, while the Environmental Services line of business provides hazardous and non-hazardous waste collection, recovery, recycling and arrangement for disposal services. ~~The~~ ~~operations acquired during fiscal year 2014 in the CSD Acquisition and the Archway Acquisition are included in the Company’s Chemicals line of business.~~

A brief description of each line of business follows:

Chemicals. The Chemicals line of business distributes specialty and industrial chemicals, additives and solvents to industrial users ~~primarily~~ via rail cars, bulk tanker trucks and as packaged goods in trucks ~~and less than truckloads~~. The Company's chemical products are distributed in more than 50 countries worldwide, primarily in North America and Asia. In connection with the distribution of chemicals products, the Company provides value-added services such as custom blending, packaging and re-packaging, private-label manufacturing and product testing in the form of chemical analysis, product performance analysis and product development. While the Chemicals line of business serves multiple end markets, key end markets within the industrial space are CASE, ~~oil and gas,~~ HI&I, lubricants, ~~and~~ personal care and oil and gas.

Plastics. The Plastics line of business ~~supplies~~distributes a broad product line consisting of commodity polymer products and prime ~~thermoplastic~~engineering resins ~~for~~to ~~plastic~~plastics processors engaged in blow molding, extrusion, injection molding and rotation molding ~~and distributes its products~~ via rail car, bulk truck, truckload boxes and less -than truckload quantities. ~~While~~The ~~the~~Company's plastics products are distributed in more than 50 countries worldwide, ~~the Company~~ primarily ~~distributes its plastics products~~ in North America, EMEA and Asia. The Plastics line of business serves a broad cross section of industrial segments, with a current focus on the healthcare and automotive end markets.

Other. The Environmental Services line of business, in connection with certain waste disposal service companies, provides customers with comprehensive, ~~nationwide~~ hazardous and non-hazardous waste collection, recovery, ~~recycling~~ and arrangement for disposal services or recycling in North America, primarily in the U.S. These environmental services are offered through the Company's network of distribution facilities which are used as transfer facilities. The ~~Composites~~Other ~~line~~segment ofalso ~~business~~includes ~~supplies~~historical ~~certain~~composites ~~resin~~ products tosales ~~a small set of customers~~ in Asia.

The Chief Executive Officer is the Chief Operating Decision Maker ("CODM"). The CODM reviews net sales to unaffiliated customers and gross profit in order to make decisions, assess performance and allocate resources to each line of business. In order to maintain the focus on line of business performance, certain expenses are excluded from the line of business results utilized by the Company’s CODM in evaluating line of business performance. These expenses include depreciation and amortization, selling, general and administrative expense, corporate items such as transaction related costs, interest and income tax expense. These items are separately delineated to reconcile to reported net income. No single customer accounted for more than 10.0% of revenues for any line of business for each of the periods reported. Intersegment revenues were insignificant. 22

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The ~~Company~~Chief ~~aggregates~~Executive ~~total~~Officer ~~assets~~is at the ~~line~~Chief ofOperating ~~business~~Decision ~~level~~Maker ("CODM"). The ~~assets~~CODM ~~attributable~~reviews net sales to unaffiliated customers and gross profit in order to make decisions, assess performance and allocate resources to each line of business. In order to maintain the ~~Company’s~~focus ~~lines~~on line of business performance, ~~that~~certain expenses are ~~reviewed~~excluded from the line of business results utilized by the Company's CODM, ~~consist~~in evaluating line of ~~trade~~business ~~accounts~~performance. These ~~receivable~~expenses include depreciation and amortization, ~~inventories~~selling, ~~goodwill~~general and ~~any~~administrative ~~specific~~expense, ~~assets~~corporate ~~that~~items ~~are~~such ~~otherwise~~as ~~directly~~transaction ~~associated~~related ~~with~~costs, ainterest ~~line~~and ofincome ~~business~~tax expense. ~~The~~These ~~Company’s~~items ~~inventory~~are ofseparately ~~packaging~~delineated ~~materials~~to ~~and~~reconcile ~~containers~~to ~~are~~reported ~~generally~~net ~~not~~income. No ~~allocated~~single tocustomer aaccounted for more than 10.0% of revenues for any line of business ~~and~~for ~~are~~each ~~included~~of inthe ~~unallocated~~periods ~~assets~~reported. Intersegment revenues were insignificant.

~~Summarized~~The ~~financial~~Company ~~information~~aggregates ~~relating~~total assets at the line of business level. The assets attributable to the Company’'s lines of business, isthat asare ~~follows:~~reviewed by the CODM, consist of trade accounts receivable, inventories, goodwill and any specific assets that are otherwise directly associated with a line of business. The Company's inventory of packaging materials and containers are generally not allocated to a line of business and are included in unallocated assets.

	Three Months Ended June 30,						Nine Months Ended June 30,
	2015			2014			2015			2014
Sales and operating revenues
Chemicals	$	482.6		$	621.5		$	1,503.9		$	1,695.8
Plastics	477.4			543.9			1,429.6			1,573.7
Other	28.8			28.0			85.8			90.0
Total sales and operating revenues	$	988.8		$	1,193.4		$	3,019.3		$	3,359.5
Gross profit
Chemicals	$	59.9		$	62.8		$	168.1		$	154.4
Plastics	44.8			39.9			113.3			121.3
Other	6.6			6.4			21.1			21.8
Total gross profit	111.3			109.1			302.5			297.5
Selling, general & administrative expenses	82.9			87.6			248.5			247.7
Transaction related costs	—			2.8			0.1			11.7
Total operating income	28.4			18.7			53.9			38.1
Other income	8.4			4.3			9.1			5.1
Interest income (expense):
Interest income	—			0.1			0.1			0.2
Interest expense	(16.2		)	(17.2		)	(48.9		)	(47.3		)
Income (loss) from continuing operations before income taxes	$	20.6		$	5.9		$	14.2		$	(3.9	)

Summarized financial information relating to the Company's lines of business is as follows:

	June 30, 2015			September 30, 2014
	Three Months Ended December 31,
IDENTIFIABLE ASSETS
	2015			2014
Chemicals(1)	$	738.6		$	812.5
Sales and operating revenues
Plastics	578.8			616.4
Chemicals	$	378.7		$	513.5
Other	30.0			34.5
Plastics	418.5			475.2
Total identifiable assets by segment	1,347.4			1,463.4
Other	30.5			29.0
Unallocated assets	411.6			442.7
Total sales and operating revenues	$	827.7		$	1,017.7
Total assets(1)	$	1,759.0		$	1,906.1
Gross profit
Chemicals	$	47.3		$	50.7
Plastics	40.6			33.8
Other	7.3			7.5
Total gross profit	95.2			92.0
Selling, general & administrative expenses	74.7			83.6
Transaction related costs	1.0			0.1
Total operating income	19.5			8.3
Other income	1.7			0.5
Interest expense	(15.6		)	(16.4		)
Income (loss) from continuing operations before income taxes	$	5.6		$	(7.6	)

(1) The purchase price allocation for the CSD Acquisition was finalized in the first quarter of fiscal year 2015. The purchase price allocation for the Archway Acquisition was finalized in the second quarter of fiscal year 2015. See Note 3.



	December 31, 2015		September 30, 2015
IDENTIFIABLE ASSETS
Chemicals	$	649.0	$	696.9
Plastics	505.5		530.2
Other	34.3		35.1
Total identifiable assets by segment	1,188.8		1,262.2
Unallocated assets	386.0		455.8
Total assets	$	1,574.8	$	1,718.0

3023

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Revenues by geographic location, based on the jurisdiction of the subsidiary entity receiving revenue credit for the sale, are presented below:

Three Months Ended June 30,

Nine Months Ended June 30,

Three Months Ended December 31,

2015

2014

~~2015~~

~~2014~~

North America

~~816~~673.28

~~968~~847.08

~~2,507.5~~

~~2,656.9~~

EMEA

~~129~~104.7

~~163~~124.87

~~374.1~~

~~471.4~~

Asia

4249.92

6145.62

~~137.7~~

~~231.2~~

Total

~~988~~827.87

1,~~193~~017.47

~~3,019.3~~

~~3,359.5~~

1817. Financial Statements of Guarantors and Issuers of Guaranteed Securities

The following condensed consolidating financial statements are presented pursuant to Rule 3—10 of Regulation S-X issued by the SEC. The condensed consolidating financial statements reflect the Company’'s financial position as of ~~June~~December 3031, 2015 and September 30, ~~2014~~2015, and the results of operations, ~~and~~ items of comprehensive income (loss) ~~for the three~~ and ~~nine months ended June 30, 2015 and 2014 and~~ cash flows for the ~~nine~~three months ended ~~June~~December 3031, 2015 and 2014.

As a result of the Ashland Distribution Acquisition, on March 31, 2011, Solutions and Nexeo Solutions Finance Corporation (the "Co-Issuer," and together with Solutions, the "Issuers") issued the Notes in an aggregate principal amount of $175.0 million. The Notes are fully and unconditionally guaranteed, jointly and severally, by Holdings and its wholly owned subsidiary, Sub Holding. The guarantees are subject to release under certain customary defeasance provisions. Solutions is also the primary borrower under the Credit Facilities, which are guaranteed by Holdings and Sub Holding. Holdings and Sub Holding are also co-borrowers on a joint and several basis with Solutions under the Credit Facilities. The Co-issuer also is a guarantor under the Term Loan Facility. The Co-issuer (labeled "Finance" in the tables below) has no independent operations and no assets or liabilities for any of the periods presented herein.

There are no restrictions on the ability of Holdings’' subsidiaries, including the Issuers, to make investments in, or loans directly to, Holdings. The ability of Holdings’' subsidiaries, including the Issuers, to pay dividends to Holdings is restricted under the Company’'s Credit Facilities, subject to certain customary exceptions. As an example, the restrictions under the Company's Term Loan Facility include that dividends may be made to Holdings (i) in an aggregate amount not to exceed the greater of $40.0 million and 3.25% of total assets, as defined, plus the amount of excluded contributions, as defined, received by Holdings prior to such payment; (ii) if the consolidated net leverage ratio, as defined, would be less than or equal to 3.0 to 1.0 after giving effect to such payment; and (iii) out of the available amount, as defined, if the consolidated net leverage ratio, as defined, would be less than or equal to 4.5 to 1.0 after giving effect to such payment. Payment of dividends described in the foregoing clauses (i), (ii) and (iii) (other than with excluded contributions, as defined) are prohibited if at the time of, or after giving effect to, the dividend, a default, as defined, would exist under the credit agreement for the Term Loan Facility.

The Co-Issuer is a wholly owned finance subsidiary of Solutions, which jointly and severally issued the securities. ~~Prior to December 1, 2013,~~ Sub Holding ~~had~~holds noparticipating ~~independent~~preferred ~~operations~~interests ~~and~~in ~~minimal~~Solutions ~~assets. Effective~~that ~~December 1,~~totaled 2013, Sub Holding acquired 100% of CSD’s outstanding shares. Following the CSD Acquisition, CSD and each of its subsidiaries were converted to limited liability companies (the "CSD Conversion"). Following the CSD Conversion, Sub Holding assigned $23146.0 million ofat ~~its~~the ~~long-term~~time ~~debt~~of totheir ~~Solutions and contributed its ownership interest in CSD to Solutions in exchange for a participating preferred interest in Solutions (the "CSD Contribution")~~issuance. The preferred ~~interest~~interests ~~participates~~participate with common interests as the equivalent of a 2% common interest, and also ~~has~~have a preference with respect to income and distributions from Solutions that provides an annual return equal to 8% on the value of the preferred ~~interest~~interests at the time of ~~the~~their ~~CSD Contribution~~issuance. ~~Following~~ ~~the CSD Contribution, CSD and its subsidiaries became wholly owned subsidiaries of Solutions and guarantors of the Notes.~~

Following the Archway Acquisition, Archway was converted to a limited liability company (the "Archway Conversion"). Following the Archway Conversion, Sub Holding assigned $36.0 million of its long-term debt to Solutions and contributed its ownership interest in Archway to Solutions in exchange for a participating preferred interest in Solutions (the "Archway Contribution"). The preferred interest participates with common interests as the equivalent of a 2% common interest, and also has a preference with respect to income and distributions from Solutions that provides an annual return equal to 8% on the value of the preferred interest at the time of the Archway Contribution. Following the Archway Contribution, Archway became a wholly owned subsidiary of Solutions and guarantor of the Notes.24

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The remaining subsidiaries ("Non-Guarantor Subsidiaries") as of ~~June~~December 3031, 2015 are not guarantors of the Notes.

The condensed consolidating financial statements for the Company are as follows:

Condensed Consolidating Balance Sheets at ~~June~~December 3031, 2015

	Holdings		Finance		SubHolding		Solutions		Non-GuarantorSubsidiaries		Eliminations			Consolidated
Assets
Current Assets
Cash and cash equivalents	$	0.3	$	—	$	~~0.5~~—	$	422.51	$	4555.74	$	—		$	8957.08
Accounts and notes receivable, net	—		—		—		~~390~~324.01		~~155~~124.46		—			~~545~~448.47
Inventories	—		—		—		~~253~~218.40		~~114~~97.40		—			~~367~~315.80
Intercompany advances	—		—		—		0.6		—		(0.6		)	—
Other current assets	—		—		—0.2		98.27		1511.49		—			2420.68
Total current assets	0.3		—		0.52		~~695~~553.75		~~330~~288.9		(0.6		)	~~1,026~~842.83
Property, plant and equipment, net	—		—		—		~~208~~226.85		1210.07		—			~~220~~237.82
Goodwill and other intangibles, net	—		—		—		~~389~~382.31		~~102~~96.16		—			~~491~~478.47
Other non-current assets	—		—		0.1		1915.52		01.43		—			2016.06
Intercompany advances	—		—		—		96184.15		—		(96184.15		)	—
Investment in subsidiaries	~~401~~410.34		—		~~237~~240.82		~~171~~157.69		—		(~~810~~808.75		)	—
Total assets	$	~~401~~410.67	$	—	$	~~238~~240.45	$	1,~~581~~519.07	$	~~445~~397.45	$	(~~907~~993.46	)	$	1,~~759~~574.08
Liabilities & Members’ Equity
Liabilities & Members' Equity
Current Liabilities
Short-term borrowings and current portion of long- term debt	$	~~0.4~~—	$	—	$	~~0.3~~—	$	62.43	$	3637.65	$	—		$	4339.78
Intercompany advances	0.4		—		0.2		—		—		(0.6		)	—
Accounts payable, accrued expenses and other liabilities	~~0.2~~—		—		30.1		~~298~~223.13		~~135~~99.93		—			~~437~~322.37
Total current liabilities	1.0.4		—		30.63		~~304~~225.56		~~172~~136.58		(0.6		)	~~481~~362.05
Long-term debt	117.9		—		31.5		748.2		—		—			897.6
Long-term debt and capital lease obligations, less current portion, net	40.3		—		25.5		759.7		—		—			825.5
Deferred income taxes	—		—		8487.17		0.3		34.1		—			8792.51
Other non-current liabilities	—		—		—		810.15		2.1.3		—			1011.28
Intercompany advances	—87.1		—		—		—		9697.14		(96184.15		)	—
Total liabilities	~~118~~127.98		—		~~119~~113.25		~~1,061~~996.1		~~273~~239.86		(96185.71		)	1,~~476~~291.39
Members’ Equity
Members' Equity
Total members’ equity	282.7		—		119.2		519.9		171.6		(810.7		)	282.7
Total members' equity	282.9		—		127.0		523.6		157.9		(808.5		)	282.9
Total liabilities and members’ equity	$	401.6	$	—	$	238.4	$	1,581.0	$	445.4	$	(907.4	)	$	1,759.0
Total liabilities and members' equity	$	410.7	$	—	$	240.5	$	1,519.7	$	397.5	$	(993.6	)	$	1,574.8

3225

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Condensed Consolidating Balance Sheets at September 30, ~~2014~~2015

	Holdings		Finance		SubHolding		Solutions		Non-GuarantorSubsidiaries		Eliminations			Consolidated
Assets
Current Assets
Cash and cash equivalents	$	0.92	$	—	$	—0.3	$	4073.1	$	4754.21	$	—		$	88127.27
Accounts and notes receivable, net	—		—		—		~~458~~373.81		~~177~~135.86		—			~~636~~508.67
Inventories	—		—		—		~~266~~229.67		~~123~~95.34		—			~~389~~325.91
Intercompany advances	—		—		~~1.6~~—		0.6		—		(20.26		)	—
Other current assets	—		—		~~0.1~~—		1410.03		1911.47		—			3322.50
Total current assets	0.92		—		10.73		~~780~~686.18		~~367~~296.78		(20.26		)	~~1,148~~983.25
Property, plant and equipment, net	—		—		—		~~211~~219.19		1211.93		—			~~224~~231.02
Goodwill and other intangibles, net	—		—		—		~~398~~385.57		~~108~~99.4		—			~~506~~485.91
Other non-current assets	—		—		0.41		2517.95		0.76		—			2718.02
Intercompany advances	—		—		—		97101.93		—		(97101.93		)	—
Investment in subsidiaries	~~437~~404.35		—		~~242~~241.0		~~183~~161.85		—		(~~863~~807.10		)	—
Total assets	$	~~438~~404.27	$	—	$	~~244~~241.14	$	1,~~697~~572.37	$	~~489~~408.71	$	(~~963~~908.29	)	$	1,~~906~~718.10
Liabilities & Members’ Equity
Liabilities & Members' Equity
Current Liabilities
Short-term borrowings and current portion of long-term debt	$	0.4	$	—	$	0.3	$	636.18	$	4734.69	$	—		$	5472.4
Intercompany advances	0.4		—		0.12		~~1.7~~—		—		(20.26		)	—
Accounts payable, accrued expenses and other liabilities	0.1		—		80.79		~~362~~286.59		~~141~~105.81		—			~~513~~393.10
Total current liabilities	0.9		—		9.1.4		~~370~~323.37		~~189~~140.40		(20.26		)	~~567~~465.54
Long-term debt	115.8		—		42.5		751.1		9.0		—			918.4
Long-term debt and capital lease obligations, less current portion, net	118.8		—		31.9		712.8		—		—			863.5
Deferred income taxes	—		—		8087.91		0.23		34.81		—			8491.95
Other non-current liabilities	—		—		—		711.74		21.82		—			1012.56
Intercompany advances	—		—		~~0.3~~—		—		97101.63		(97101.93		)	—
Total liabilities	~~116~~119.7		—		~~132~~120.84		1,~~129~~048.32		~~302~~246.6		(~~100~~101.19		)	1,~~581~~433.30
Redeemable noncontrolling interest	—		—		—		—		3.3		—			3.3
Members' Equity
Members’ Equity
Total members' equity	285.0		—		121.0		524.5		161.5		(807.0		)	285.0
Total members’ equity	321.5		—		111.3		568.0		183.8		(863.1		)	321.5
Total liabilities and members' equity	$	404.7	$	—	$	241.4	$	1,572.7	$	408.1	$	(908.9	)	$	1,718.0
Total liabilities and members’ equity	$	438.2	$	—	$	244.1	$	1,697.3	$	489.7	$	(963.2	)	$	1,906.1

3326

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Condensed Consolidating Statements of Operations

For the Three Months Ended ~~June~~December 3031, 2015

	Holdings			Finance		SubHolding			Solutions			Non-GuarantorSubsidiaries			Eliminations			Consolidated
Sales and operating revenues	$	—		$	—	$	—		$	~~758~~625.14		$	~~230~~202.73		$	—		$	~~988~~827.87
Cost of sales and operating expenses	—			—		—			~~668~~547.9			~~208~~184.6			—			~~877~~732.5
Gross profit	—			—		—			8977.25			2217.17			—			~~111~~95.32
Selling, general and administrative expenses and transaction related costs	—			—		—			6963.06			1312.91			—			8275.97
Operating income	—			—		—			2013.29			85.26			—			2819.45
Other income (expense):
Interest expense, net	(1.02		)	—		(0.43		)	(1312.26		)	(1.65		)	—			(1615.26		)
Equity in earnings of subsidiaries	195.85			—		1(0.54		)	5.2.9			—			(268.50		)	—
Other income	—			—		~~7.8~~—			01.56			0.1			—			81.47
Income from continuing operations before income taxes	18.8			—		8.9			12.7			6.7			(26.5		)	20.6
Income (loss) from continuing operations before income taxes	4.3			—		(0.7		)	5.8			4.2			(8.0		)	5.6
Income tax expense	—			—		~~0.3~~—			—			1.53			—			1.83
Net income from continuing operations	18.8			—		8.6			12.7			5.2			(26.5		)	18.8
Net Income (Loss) attributable to Nexeo Solutions Holdings, LLC and subsidiaries	$	4.3		$	—	$	(0.7	)	$	5.8		$	2.9		$	(8.0	)	$	4.3
Net income from discontinued operations, net of tax	—			—		—			—			—			—			—
Net income	18.8			—		8.6			12.7			5.2			(26.5		)	18.8
Net income attributable to noncontrolling interest	—			—		—			—			—			—			—
Net Income attributable to Nexeo Solutions Holdings, LLC and subsidiaries	$	18.8		$	—	$	8.6		$	12.7		$	5.2		$	(26.5	)	$	18.8

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the Three Months Ended ~~June~~December 3031, 2015

	Holdings			Finance		SubHolding			Solutions			Non-GuarantorSubsidiaries			Eliminations			Consolidated
Net income	$	18.8		$	—	$	8.6		$	12.7		$	5.2		$	(26.5	)	$	18.8
Net income (loss)	$	4.3		$	—	$	(0.7	)	$	5.8		$	2.9		$	(8.0	)	$	4.3
Unrealized foreign currency translation gain, net of tax	5.3			—		—			5.3			5.1			(10.4		)	5.3
Unrealized foreign currency translation loss, net of tax	(6.7		)	—		—			(6.7		)	(6.4		)	13.1			(6.7		)
Unrealized gain on interest rate hedges	—			—		—			—			—			—			—
Unrealized gain on interest rate hedges, net of tax	0.1			—		—			0.1			—			(0.1		)	0.1
Other comprehensive income, net of tax	5.3			—		—			5.3			5.1			(10.4		)	5.3
Other comprehensive loss, net of tax	(6.6		)	—		—			(6.6		)	(6.4		)	13.0			(6.6		)
Total comprehensive income, net of tax	24.1			—		8.6			18.0			10.3			(36.9		)	24.1
Total comprehensive loss attributable to Nexeo Solutions Holdings, LLC and subsidiaries, net of tax	$	(2.3	)	$	—	$	(0.7	)	$	(0.8	)	$	(3.5	)	$	5.0		$	(2.3	)
Comprehensive income attributable to noncontrolling interest	—			—		—			—			—			—			—
Total comprehensive income attributable to Nexeo Solutions Holdings, LLC and subsidiaries, net of tax	$	24.1		$	—	$	8.6		$	18.0		$	10.3		$	(36.9	)	$	24.1

3427

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Condensed Consolidating Statements of Operations

For the Three Months Ended ~~June~~December 3031, 2014

	Holdings			Finance		~~Sub Holding~~SubHolding			Solutions			Non-GuarantorSubsidiaries			Eliminations			Consolidated
Sales and operating revenues	$	—		$	—	$	—		$	~~892~~776.38		$	~~301~~240.19		$	—		$	1,~~193~~017.47
Cost of sales and operating expenses	—			—		—			~~804~~698.48			~~279~~226.9			—			~~1,084~~925.37
Gross profit	—			—		—			8778.90			2114.20			—			~~109~~92.10
Selling, general and administrative expenses and transaction related costs	—			—		~~3.2~~—			7268.59			14.78			—			9083.47
Operating income (loss)	—			—		~~(3.2~~—		)	159.41			6(0.58		)	—			188.73
Other income (expense):
Interest expense, net	(10.19		)	—		(0.4		)	(13.54		)	(2.1.7		)	—			(1716.14		)
Equity in earnings of subsidiaries	8(6.36		)	—		1(2.81		)	3(2.36		)	—			~~(13~~11.43		)	—
Other income	—			—		—			4.0.3			0.32			—			40.35
Income (loss) from continuing operations before income taxes	7.2			—		(1.8		)	9.2			4.7			(13.4		)	5.9
Loss from continuing operations before income taxes	(7.5		)	—		(2.5		)	(6.6		)	(2.3		)	11.3			(7.6		)
Income tax expense (benefit)	—			—		(01.91		)	0.13			1(0.61		)	—			(0.89		)
Net income (loss) from continuing operations	7.2			—		(0.9		)	9.1			3.1			(13.4		)	5.1
Net loss from continuing operations	(7.5		)	—		(1.4		)	(6.9		)	(2.2		)	11.3			(6.7		)
Net income from discontinued operations, net of tax	—			—		—			1.9			0.2			—			2.1
Net loss from discontinued operations, net of tax	—			—		—			(0.4		)	(0.4		)	—			(0.8		)
Net income (loss)	7.2			—		(0.9		)	11.0			3.3			(13.4		)	7.2
Net loss attributable to Nexeo Solutions Holdings, LLC and subsidiaries	$	(7.5	)	$	—	$	(1.4	)	$	(7.3	)	$	(2.6	)	$	11.3		$	(7.5	)
Net loss attributable to noncontrolling interest	0.1			—		—			0.1			0.1			(0.2		)	0.1
Net income (loss) attributable to Nexeo Solutions Holdings, LLC and subsidiaries	$	7.3		$	—	$	(0.9	)	$	11.1		$	3.4		$	(13.6	)	$	7.3

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the Three Months Ended ~~June~~December 3031, 2014

	Holdings			Finance		~~Sub Holding~~SubHolding			Solutions			Non-GuarantorSubsidiaries			Eliminations			Consolidated
Net income (loss)	7.2			—		(0.9		)	11.0			3.3			(13.4		)	7.2
Net loss	$	(7.5	)	$	—	$	(1.4	)	$	(7.3	)	$	(2.6	)	$	11.3		$	(7.5	)
Unrealized foreign currency translation gain, net of tax	1.4			—		—			1.4			1.0			(2.4		)	1.4
Unrealized foreign currency translation loss, net of tax	(9.3		)	—		—			(9.3		)	(8.8		)	18.1			(9.3		)
Unrealized loss on interest rate hedges, net of tax	(0.1		)	—		—			(0.1		)	—			0.1			(0.1		)
Unrealized gain on interest rate hedges, net of tax	0.1			—		—			0.1			—			(0.1		)	0.1
Other comprehensive gain, net of tax	1.3			—		—			1.3			1.0			(2.3		)	1.3
Other comprehensive loss, net of tax	(9.2		)	—		—			(9.2		)	(8.8		)	18.0			(9.2		)
Total comprehensive income (loss), net of tax	8.5			—		(0.9		)	12.3			4.3			(15.7		)	8.5
Total comprehensive loss, net of tax	(16.7		)	—		(1.4		)	(16.5		)	(11.4		)	29.3			(16.7		)
Comprehensive loss attributable to noncontrolling interest, net of tax	0.31			—		—			0.31			0.31			(0.62		)	0.31
Total comprehensive income (loss) attributable to Nexeo Solutions Holdings, LLC and subsidiaries, net of tax	$	8.8		$	—	$	(0.9	)	$	12.6		$	4.6		$	(16.3	)	$	8.8
Total comprehensive loss attributable to Nexeo Solutions Holdings, LLC and subsidiaries, net of tax	$	(16.6	)	$	—	$	(1.4	)	$	(16.4	)	$	(11.3	)	$	29.1		$	(16.6	)

3528

Table of Contents

Condensed Consolidating Statements of ~~Operations~~Cash Flows For the Three Months Ended December 31, 2015

For the Nine Months Ended June 30, 2015



	Holdings			Finance		Sub Holding			Solutions			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash Flows From Operations
Net cash provided by (used in) operating activities	$	(0.8	)	$	—	$	(0.3	)	$	18.9		$	(0.8	)	$	(0.4	)	$	16.6
Cash Flows From Investing Activities
Additions to property and equipment	—			—		—			(3.9		)	—			—			(3.9		)
Proceeds from the disposal of property and equipment	—			—		—			1.7			—			—			1.7
Investment in subsidiaries	(6.6		)	—		—			—			—			6.6			—
Net cash used in investing activities	(6.6		)	—		—			(2.2		)	—			6.6			(2.2		)
Cash Flows From Financing Activities
Repurchases of membership units	(0.1		)	—		—			—			—			—			(0.1		)
Proceeds from short-term debt	—			—		—			—			15.4			—			15.4
Repayments of short-term debt	—			—		—			—			(12.4		)	—			(12.4		)
Investment from parent	—			—		6.6			—			—			(6.6		)	—
Preferred interest payment	—			—		—			(0.4		)	—			0.4			—
Transfers to/from affiliates	86.5			—		—			(86.5		)	—			—			—
Proceeds from issuance of long-term debt	—			—		—			50.2			—			—			50.2
Repayment of long-term debt and capital lease obligations	(78.9		)	—		(6.6		)	(51.0		)	—			—			(136.5		)
Net cash provided by (used in) financing activities	7.5			—		—			(87.7		)	3.0			(6.2		)	(83.4		)
Effect of exchange rate changes on cash	—			—		—			—			(0.9		)	—			(0.9		)
Increase (Decrease) in Cash	0.1			—		(0.3		)	(71.0		)	1.3			—			(69.9		)
Beginning Cash Balance	0.2			—		0.3			73.1			54.1			—			127.7
Ending Cash Balance	$	0.3		$	—	$	—		$	2.1		$	55.4		$	—		$	57.8

	Holdings			Finance		SubHolding			Solutions			Non-GuarantorSubsidiaries			Eliminations			Consolidated
Sales and operating revenues	$	—		$	—	$	—		$	2,312.3		$	707.0		$	—		$	3,019.3
Cost of sales and operating expenses	—			—		—			2,061.3			655.5			—			2,716.8
Gross profit	—			—		—			251.0			51.5			—			302.5
Selling, general and administrative expenses and transaction related costs	—			—		0.3			207.1			41.2			—			248.6
Operating income (loss)	—			—		(0.3		)	43.9			10.3			—			53.9
Other income (expense):
Interest expense, net	(2.8		)	—		(1.2		)	(39.9		)	(4.9		)	—			(48.8		)
Equity in earnings of subsidiaries	13.5			—		0.7			2.9			—			(17.1		)	—
Other income	—			—		8.3			0.3			0.5			—			9.1
Income from continuing operations before income taxes	10.7			—		7.5			7.2			5.9			(17.1		)	14.2
Income tax expense (benefit)	—			—		(0.3		)	0.1			2.9			—			2.7
Net income from continuing operations	10.7			—		7.8			7.1			3.0			(17.1		)	11.5
Net loss from discontinued operations, net of tax	—			—		—			(0.7		)	(0.1		)	—			(0.8		)
Net Income attributable to Nexeo Solutions Holdings, LLC and subsidiaries	$	10.7		$	—	$	7.8		$	6.4		$	2.9		$	(17.1	)	$	10.7

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the Nine Months Ended June 30, 2015

	Holdings			Finance		SubHolding		Solutions			Non-GuarantorSubsidiaries			Eliminations			Consolidated
Net Income	$	10.7		$	—	$	7.8	$	6.4		$	2.9		$	(17.1	)	$	10.7
Unrealized foreign currency translation loss, net of tax	(19.6		)	—		—		(19.6		)	(18.5		)	38.1			(19.6		)
Unrealized gain on interest rate hedges, net of tax	0.1			—		—		0.1			—			(0.1		)	0.1
Other comprehensive loss, net of tax	(19.5		)	—		—		(19.5		)	(18.5		)	38.0			(19.5		)
Total comprehensive income (loss), net of tax	(8.8		)	—		7.8		(13.1		)	(15.6		)	20.9			(8.8		)
Comprehensive loss attributable to noncontrolling interest, net of tax	0.1			—		—		0.1			0.1			(0.2		)	0.1
Total comprehensive income (loss) attributable to Nexeo Solutions Holdings, LLC and subsidiaries, net of tax	$	(8.7	)	$	—	$	7.8	$	(13.0	)	$	(15.5	)	$	20.7		$	(8.7	)

Table of Contents

Condensed Consolidating Statements of ~~Operations~~Cash Flows For the Three Months Ended December 31, 2014

For the Nine Months Ended June 30, 2014



	Holdings			Finance		Sub Holding			Solutions			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash Flows From Operations
Net cash used in operating activities from continuing operations	$	(0.9	)	$	—	$	(0.5	)	$	(32.2	)	$	(19.8	)	$	—		$	(53.4	)
Net cash used in operating activities from discontinued operations	—			—		—			(0.4		)	(0.1		)	—			(0.5		)
Net cash used in operating activities	(0.9		)	—		(0.5		)	(32.6		)	(19.9		)	—			(53.9		)
Cash Flows From Investing Activities
Additions to property and equipment	—			—		—			(9.6		)	(0.3		)	—			(9.9		)
Proceeds from the disposal of property and equipment	—			—		—			0.2			—			—			0.2
Investment in subsidiaries	—			—		—			(34.3		)	—			34.3			—
Net cash used in investing activities	—			—		—			(43.7		)	(0.3		)	34.3			(9.7		)
Cash Flows From Financing Activities
Purchase of additional equity interest in Nexeo Plaschem	—			—		—			—			(34.3		)	—			(34.3		)
Proceeds from short-term debt	—			—		—			—			23.4			—			23.4
Repayments of short-term debt	—			—		—			—			(27.5		)	—			(27.5		)
Investment from parent	—			—		—			—			34.3			(34.3		)	—
Transfer to/from affiliates	0.1			—		1.6			(1.7		)	—			—			—
Proceeds from the issuance of long-term debt	—			—		—			208.5			67.3			—			275.8
Repayment of long-term debt and capital lease obligations	(0.1		)	—		—			(166.0		)	(54.3		)	—			(220.4		)
Net cash provided by financing activities	—			—		1.6			40.8			8.9			(34.3		)	17.0
Effect of exchange rate changes on cash	—			—		—			—			(0.1		)	—			(0.1		)
Increase (Decrease) in Cash	(0.9		)	—		1.1			(35.5		)	(11.4		)	—			(46.7		)
Beginning Cash Balance	0.9			—		—			40.1			47.2			—			88.2
Ending Cash Balance	$	—		$	—	$	1.1		$	4.6		$	35.8		$	—		$	41.5

	Holdings			Finance		SubHolding			Solutions			Non-GuarantorSubsidiaries			Eliminations			Consolidated
Sales and operating revenues	$	—		$	—	$	—		$	2,434.9		$	924.6		$	—		$	3,359.5
Cost of sales and operating expenses	—			—		—			2,206.5			855.5			—			3,062.0
Gross profit	—			—		—			228.4			69.1			—			297.5
Selling, general and administrative expenses and transaction related costs	—			—		6.6			208.2			44.6			—			259.4
Operating income (loss)	—			—		(6.6		)	20.2			24.5			—			38.1
Other income (expense):
Interest expense, net	(1.6		)	—		(0.8		)	(38.0		)	(6.7		)	—			(47.1		)
Equity in earnings of subsidiaries	(1.2		)	—		1.8			13.9			—			(14.5		)	—
Other income	—			—		—			4.4			0.7			—			5.1
Income (loss) from continuing operations before income taxes	(2.8		)	—		(5.6		)	0.5			18.5			(14.5		)	(3.9		)
Income tax expense (benefit)	—			—		(1.5		)	0.3			5.2			—			4.0
Net income (loss) from continuing operations	(2.8		)	—		(4.1		)	0.2			13.3			(14.5		)	(7.9		)
Net income from discontinued operations, net of tax	—			—		—			4.5			0.6			—			5.1
Net income (loss)	(2.8		)	—		(4.1		)	4.7			13.9			(14.5		)	(2.8		)
Net income attributable to noncontrolling interest	(1.4		)	—		—			(1.4		)	(1.4		)	2.8			(1.4		)
Net income (loss) attributable to Nexeo Solutions Holdings, LLC and subsidiaries	$	(4.2	)	$	—	$	(4.1	)	$	3.3		$	12.5		$	(11.7	)	$	(4.2	)

During the third quarter of fiscal year 2015, the Company revised the condensed consolidated statement of cash flows for the three months ended December 31, 2014, which impacts information in the above condensed consolidating statement of cash flows for non-guarantor subsidiaries. See Note 2.

~~Condensed Consolidating Statements of Comprehensive Income (Loss)~~30

For the Nine Months Ended June 30, 2014

	Holdings			Finance		SubHolding			Solutions			Non-GuarantorSubsidiaries			Eliminations			Consolidated
Net income (loss)	$	(2.8	)	$	—	$	(4.1	)	$	4.7		$	13.9		$	(14.5	)	$	(2.8	)
Unrealized foreign currency translation gain, net of tax	0.2			—		—			0.2			0.6			(0.8		)	0.2
Unrealized gain on interest rate hedges, net of tax	0.2			—		—			0.2			—			(0.2		)	0.2
Other comprehensive income, net of tax	0.4			—		—			0.4			0.6			(1.0		)	0.4
Total comprehensive income (loss), net of tax	(2.4		)	—		(4.1		)	5.1			14.5			(15.5		)	(2.4		)
Comprehensive income attributable to noncontrolling interest, net of tax	(1.1		)	—		—			(1.1		)	(1.1		)	2.2			(1.1		)
Total comprehensive income (loss) attributable to Nexeo Solutions Holdings, LLC and subsidiaries, net of tax	$	(3.5	)	$	—	$	(4.1	)	$	4.0		$	13.4		$	(13.3	)	$	(3.5	)

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~~Condensed~~Item 2. Management's ~~Consolidating~~Discussion ~~Statements~~and Analysis of ~~Cash~~Financial ~~Flows~~Condition ~~For~~and ~~the~~Results ~~Nine~~of ~~Months Ended June 30, 2015~~ Operations

	Holdings			Finance		SubHolding			Solutions			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash Flows From Operations
Net cash provided by (used in) operating activities from continuing operations	$	(2.6	)	$	—	$	9.8		$	71.1		$	20.3		$	(5.0	)	$	93.6
Net cash used in operating activities from discontinued operations	—			—		—			(0.4		)	(0.2		)	—			(0.6		)
Net cash provided by (used in) operating activities	(2.6		)	—		9.8			70.7			20.1			(5.0		)	93.0
Cash Flows From Investing Activities
Additions to property and equipment	—			—		—			(26.0		)	(1.3		)	—			(27.3		)
Proceeds from the disposal of property and equipment	—			—		—			2.2			0.1			—			2.3
Investment in subsidiaries	(0.1		)	—		—			(34.3		)	—			34.4			—
Net cash used in investing activities	(0.1		)	—		—			(58.1		)	(1.2		)	34.4			(25.0		)
Cash Flows From Financing Activities
Tax distributions associated with membership interests	—			—		—			(0.1		)	—			—			(0.1		)
Proceeds from short-term debt	—			—		—			—			36.9			—			36.9
Repayments of short-term debt	—			—		—			—			(47.6		)	—			(47.6		)
Investment from parent	—			—		0.1			—			34.3			(34.4		)	—
Purchase of additional equity interest in Nexeo Plaschem	—			—		—			—			(34.3		)	—			(34.3		)
Preferred interest payment	—			—		—			(5.0		)	—			5.0			—
Transfers to/from affiliates	—			—		1.7			(0.5		)	(1.2		)	—			—
Proceeds from issuance of long-term debt	2.5			—		1.6			401.7			88.5			—			494.3
Repayment of long-term debt	(0.4		)	—		(12.7		)	(406.3		)	(95.2		)	—			(514.6		)
Net cash provided by (used in) financing activities	2.1			—		(9.3		)	(10.2		)	(18.6		)	(29.4		)	(65.4		)
Effect of exchange rate changes on cash	—			—		—			—			(1.8		)	—			(1.8		)
Increase (Decrease) in Cash	(0.6		)	—		0.5			2.4			(1.5		)	—			0.8
Beginning Cash Balance	0.9			—		—			40.1			47.2			—			88.2
Ending Cash Balance	$	0.3		$	—	$	0.5		$	42.5		$	45.7		$	—		$	89.0

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K filed with the SEC on December 7, 2015. To the extent this discussion and analysis contains forward-looking statements, these statements involve risks and uncertainties. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that are anticipated. Actual results may differ materially from those anticipated in these forward-looking statements.

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Condensed Consolidating Statements of Cash Flows For the Nine Months Ended June 30, 2014

	Holdings			Finance		SubHolding			Solutions			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash Flows From Operations
Net cash used in operating activities from continuing operations	$	(0.9	)	$	—	$	(8.8	)	$	(13.0	)	$	(24.3	)	$	—		$	(47.0	)
Net cash provided by operating activities from discontinued operations	—			—		—			3.6			—			—			3.6
Net cash used in operating activities	(0.9		)	—		(8.8		)	(9.4		)	(24.3		)	—			(43.4		)
Cash Flows From Investing Activities
Additions to property and equipment	—			—		—			(36.9		)	(0.5		)	—			(37.4		)
Proceeds from the disposal of property and equipment	—			—		—			0.7			—			—			0.7
Acquisitions	—			—		(203.4		)	(20.0		)	—			—			(223.4		)
Investment in subsidiaries	(110.5		)	—		—			(64.2		)	—			174.7			—
Net cash used in investing activities from continuing operations	(110.5		)	—		(203.4		)	(120.4		)	(0.5		)	174.7			(260.1		)
Net cash used in investing activities from discontinued operations	—			—		—			(0.3		)	(0.2		)	—			(0.5		)
Net cash used in investing activities	(110.5		)	—		(203.4		)	(120.7		)	(0.7		)	174.7			(260.6		)
Cash Flows From Financing Activities
Repurchases of membership units	(0.2		)	—		—			—			—			—			(0.2		)
Tax distributions associated with membership interests	(0.1		)	—		—			—			—			—			(0.1		)
Purchase of additional equity interest in Nexeo Plaschem	—			—		—			—			(55.9		)	—			(55.9		)
Proceeds from short-term debt	—			—		—			—			80.7			—			80.7
Repayments of short-term debt	—			—		—			—			(75.4		)	—			(75.4		)
Investment from parent	—			—		110.5			—			64.2			(174.7		)	—
Transfer to/from affiliates	0.1			—		—			21.1			(21.2		)	—			—
Proceeds from the issuance of long-term debt	164.0			—		129.5			656.8			136.6			—			1,086.9
Repayment of long-term debt	(51.2		)	—		(27.6		)	(552.9		)	(114.1		)	—			(745.8		)
Payments of debt issuance costs	—			—		—			(1.8		)	—			—			(1.8		)
Net cash provided by financing activities	112.6			—		212.4			123.2			14.9			(174.7		)	288.4
Effect of exchange rate changes on cash	—			—		—			—			1.1			—			1.1
Increase (Decrease) in Cash	1.2			—		0.2			(6.9		)	(9.0		)	—			(14.5		)
Beginning Cash Balance	—			—		—			27.6			47.0			—			74.6
Ending Cash Balance	$	1.2		$	—	$	0.2		$	20.7		$	38.0		$	—		$	60.1

During the third quarter of fiscal year 2015, the Company revised the condensed consolidated statement of cash flows for the nine months ended June 30, 2014, which impacts information in the above condensed consolidating statement of cash flows for non-guarantor subsidiaries. See Note 2.

Supplemental disclosure of non-cash activities:

During the first quarter of fiscal year 2014, Sub Holding assigned $23.0 million of its long-term debt to Solutions and contributed its ownership interest in CSD to Solutions in exchange for a participating preferred interest. Accordingly, CSD and its subsidiaries became wholly owned subsidiaries of Solutions.

During the third quarter of fiscal year 2014, Sub Holding assigned $36.0 million of its long-term debt to Solutions and contributed its ownership interest in Archway to Solutions in exchange for a participating preferred interest. Accordingly, Archway became a wholly owned subsidiary of Solutions.

There was no impact to the non-guarantor subsidiaries from the above non-cash transactions.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K filed with the SEC on December 5, 2014. To the extent this discussion and analysis contains forward-looking statements, these statements involve risks and uncertainties. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that are anticipated. Actual results may differ materially from those anticipated in these forward-looking statements.

The terms "Nexeo Solutions Holdings," "the Company," "we," "us," "our," "Nexeo" and similar terms in this report refer to Nexeo Solutions Holdings, LLC and its consolidated subsidiaries. The term "Holdings" refers only to Nexeo Solutions Holdings, LLC, a Delaware limited liability company, which owns the majority of the membership interests of Nexeo Solutions, LLC, a Delaware limited liability company ("Solutions"). The remaining membership interests are owned by Nexeo Solutions Sub Holding Corp., a wholly-owned subsidiary of Holdings ("Sub-Holding"). Holdings is a holding company and substantially all of its operations are conducted through its primary operating subsidiary Solutions and its subsidiaries. The operations of Solutions and its consolidated subsidiaries constitute the operations of Holdings presented under accounting principles generally accepted in the United States.

Overview

We are a global distributor of chemicals products in North America and Asia, and plastics products in North America, Europe, the Middle East and Africa ("EMEA") and Asia. In connection with the distribution of chemicals products, we provide value-added services such as custom blending, packaging and re-packaging, private-label manufacturing and product testing in the form of chemical analysis, product performance analysis and product development. We also provide environmental services, including waste collection, recovery, ~~recycling~~ and arrangement for disposal services or recycling in North America, primarily in the United States ("U.S."), through our Environmental Services line of business. We ~~also distribute composites products in Asia. We~~ were a distributor of composites products in North America until July 1, 2014, when wethese ~~sold~~operations ~~our~~were ~~North~~sold. Activity ~~American~~associated ~~composites~~with ~~operations. These~~these operations ~~are~~is reflected as discontinued operations for all periods presented.

We offer our customers products used in a broad cross section of end markets, including ~~construction, oil and gas,~~ household, industrial and institutional ("HI&I"), lubricants, performance coatings (including architectural coatings, adhesives, sealants and elastomers, or "CASE"), automotive, healthcare, ~~and~~ personal care, oil and gas and construction end markets. We distribute approximately 2723,000 products into over 7080 countries for approximately 1,300 suppliers to approximately 2927,~~000~~500 customers.

We distribute our broad product portfolio through a supply chain consisting of approximately ~~190~~170 owned, leased or third-party warehouses, rail terminals and tank terminals globally. We have a private fleet of approximately 1,000 units, ~~including tractors and trailers,~~ primarily located in North America~~. In May 2015~~, weincluding ~~entered into a lease agreement with Ryder for transportation equipment that covers~~ the ~~rental~~addition of ~~approximately~~new ~~200~~tractors ~~vehicles. See~~obtained ~~Note~~through 7the toRyder ~~our condensed consolidated financial statements~~Lease. These new vehicles ~~will~~have ~~replace~~replaced older vehicles in our fleet, and provide cost savings in fuel usage and maintenance and significantly enhance ~~the~~our ~~Company's~~ delivery capabilities. ~~Delivery~~See ofNote ~~the~~6 ~~vehicles is anticipated~~ to ~~begin~~our ~~during~~condensed ~~the~~consolidated ~~fourth~~financial ~~quarter of fiscal year 2015 and be completed early during the first quarter of fiscal year 2016~~statements. We ~~currently employ approximately 2,500 employees globally.~~

We currently employ approximately 2,450 employees globally.

Segment Overview

We ~~operate~~are ~~through~~organized ~~four~~into three lines of business, or operating segments: Chemicals, Plastics, ~~Environmental Services~~ and aEnvironmental ~~small set of Composites operations in Asia~~Services. Our lines of business market to different sets of customers operating in an array of industries, with various end markets and customer segments within those industries. Until recently, our Composites line of business was primarily comprised of composites operations in North America, which were sold on July 1, 2014, and are now classified as discontinued operations in our condensed consolidated financial statements for all periods presented. For segment presentation and disclosure purposes, our Chemicals and Plastics lines of business constitute separate reportable segments while our Environmental Services line of business, ~~and~~which ~~the~~does ~~remaining composites operations in Asia do~~ not ~~individually~~ meet the materiality threshold for separate disclosure, and ~~are,~~our ashistorical acomposites ~~result,~~products sales in Asia are combined in an "Other" segment.

4031

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A brief description of each of our lines of business follows:

Chemicals. Our Chemicals line of business distributes specialty and industrial chemicals, additives and solvents to industrial users ~~primarily~~ via rail cars, bulk tanker trucks and as packaged goods in trucks ~~and less than truckloads~~. While our chemicals products are distributed in more than 50 countries worldwide, we primarily distribute our chemicals products in North America and Asia. Our Chemicals line of business also provides value-added services such as custom blending, packaging and re-packaging, private-label manufacturing and product testing in the form of chemical analysis, product performance analysis and product development. While our Chemicals line of business serves multiple end markets, key end markets within the industrial space are CASE, ~~oil and gas,~~ HI&I, lubricants, ~~and~~ personal care and oil and gas.

Plastics. Our Plastics line of business ~~supplies~~distributes a broad product line consisting of commodity polymer products and prime ~~thermoplastic~~engineering resins ~~for~~to ~~plastic~~plastics processors engaged in blow molding, extrusion, injection molding and rotation molding ~~and distributes its products~~ via rail car, bulk truck, truckload boxes and less -than-truckload ~~truckloads~~quantities. While our plastics products are distributed in more than 50 countries worldwide, we primarily distribute our plastics products in North America, EMEA and Asia. Our Plastics line of business serves a broad cross section of industrial segments, with a current focus on the healthcare and automotive end markets.

Environmental Services. Our Environmental Services line of business, in connection with certain waste disposal service companies, provides customers with comprehensive hazardous and non-hazardous waste collection, recovery, ~~recycling~~ and arrangement for disposal services or recycling in North America, primarily in the U.S. These environmental services are offered through our network of distribution facilities which are used as transfer facilities.

~~Composites. The~~Key ~~Composites~~Factors ~~line~~Affecting ofour ~~business~~Results ~~supplies certain resin products to a small number~~ of ~~customers~~Operations inand ~~Asia.~~Financial Condition

~~Certain~~General. We ~~Factors~~have ~~Affecting~~operations ~~Comparability~~in North America, EMEA and Asia. As a result, our business is subject to ~~Prior~~broad ~~Period~~global ~~Financial~~and ~~Results~~regional macroeconomic factors. These factors include:

~~The~~l the ~~following~~general ~~items~~state ~~impact~~of the ~~comparability~~economy, ~~with~~specifically ~~prior-period~~inflationary ~~financial~~or ~~results:~~deflationary trends, gross domestic product ("GDP") growth rates and commodities/feedstocks price movements;

• The CSD Acquisition closed on December 1, 2013. Accordingly, our condensed consolidated results of operations for the three and nine months ended June 30, 2014 include the results of the acquired operations since the closing date. The acquired operations are included in our Chemicals line of business.

• The Archway Acquisition closed April 1, 2014. Accordingly, our condensed consolidated results of operations for the three and nine months ended June 30, 2014 include the results of the acquired operations since the closing date. The acquired operations are included in our Chemicals line of business.

• In September 2012, we formed Nexeo Plaschem as a joint venture and initially owned 60% of the entity. In March 2014, we completed the purchase of an additional 20% equity interest in Nexeo Plaschem, and in July 2014, we completed the purchase of an additional 10% equity interest in Nexeo Plaschem, increasing our ownership percentage to 90% as of September 30, 2014. In October 2014, we acquired the remaining 10% equity interest.

As a result of the factors listed above, historical results of operations and other financial data, as well as period-to-period comparisons of these results, may not be comparable or indicative of future operating results or future financial condition.

Key Factors Affecting Results of Operations, Financial Condition and Cash Flow

General. We currently have operations in North America, EMEA and Asia. As a result, our business is subject to broad, global and/or regional macroeconomic factors. These factors include:

l general state of the economy, specifically inflationary or deflationary trends, gross domestic product ("GDP") growth rates and commodities/feedstocks price movements;

l unemployment levels;

l government regulation and changes in governments;

l fiscal and monetary policies of governments, including import and export tariffs, duties, and other taxes;

l general income growth and the consumption rates of products; and

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l rates of technological change in the industries we serve.

We monitor these factors routinely for both strategic and operational impacts.

Our operations are most impacted by regional market price fluctuations of the primary feedstock materials, including crude oil and natural gas, and the downstream derivatives of these primary raw materials. Market price fluctuations of these primary raw materials directly impact the prices at which we resell the products we distribute as well as the decisions of our product suppliers, specifically the manufacturing capacity made available for production of ~~the~~these products ~~we distribute~~. As capacity or demand patterns change, we may experience a corresponding change in the average selling prices and volumes of the products we distribute. Our gross profit margins generally decrease in deflationary price environments because we are selling inventory that was previously purchased at higher prices. Alternatively, our gross profit margins generally increase during inflationary pricing environments as we are able to sell inventory that was previously purchased at lower prices. The extent to which profitability increases or decreases, however, also depends on the relative speed at which selling prices adjust in relation to inventory costs. ~~Additionally~~Through the use of our pricing tools and discipline, aswe have been able to offset some of the effects of the recent deflationary environment. As a logistics provider, oil price movements can also impact our transportation and delivery costs.

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Regional. The global economic environment is mixed across the key regions where we compete and we implement and execute different market and operational strategies in these regions.

The following is a summary of GDP and oil price fluctuations in our various regions of operations.



	Year over Year Change
	Q1 16 v Q1 15		Q4 15 v Q4 14		Q3 15 v Q3 14		Q2 15 v Q2 14
North America
U.S. GDP Growth	1.8	%	2.1	%	2.7	%	2.9	%
West Texas Intermediate Crude Oil Price Decrease	(30.5	)%	(50.6	)%	(43.9	)%	(53.0	)%

EMEA
Euro Area GDP Growth	1.5	%	1.6	%	1.5	%	1.2	%
Brent Crude Oil Price Decrease	(33.8	)%	(50.0	)%	(45.7	)%	(49.3	)%

Asia
China GDP Growth	6.8	%	6.9	%	7.0	%	7.0	%

North America

~~During~~The ~~the~~North ~~third~~American ~~quarter~~economic ofenvironment ~~fiscal~~was ~~year~~relatively ~~2015,~~stable ~~U.S.~~through ~~GDP expanded 2.3% over~~ the ~~second quarter of fiscal year 2015, and 2.3% over the third quarter of fiscal year 2014. This growth followed a revised 0.6% expansion in the second quarter of fiscal year 2015 compared to the~~ first quarter of fiscal year ~~2015, and a revised 2~~2016.9% expansion in the second quarter of fiscal year 2015 compared to the second quarter of fiscal year 2014. During the third quarter of fiscal year 2015, West Texas Intermediate ("WTI") crude oil prices began the quarter at $48 per barrel and ended the quarter at $59 per barrel, or 23% higher. Compared to the WTI crude oil price of $106 per barrel at the end of the third quarter of fiscal year 2014, the current fiscal quarter's prices were 44% lower. In terms of currency, the CAD improved slightly versus the U.S. dollar in the third fiscal quarter following significant declines in the first and second quarters of fiscal year 2015, which affected, among other items, the reported dollar revenues and gross profit from our Canadian operations.

~~Compared~~In toterms ~~the~~of ~~second fiscal quarter~~currency, ~~during~~ the ~~third~~CAD ~~fiscal~~declined ~~quarter,~~slightly weagainst ~~continued to see declining selling prices for~~ the ~~products we distribute, particularly in our Plastics line of business~~U. ~~The~~S. ~~lag~~dollar ~~between average selling price adjustments~~ in the ~~market~~first ~~and~~fiscal ~~the~~quarter ~~impact~~following onsignificant ~~inventory~~declines ~~costs is a typical phenomenon that occurs~~ during ~~periods~~fiscal ofyear ~~declining~~2015, orwhich ~~otherwise~~affected, ~~volatile~~among ~~market~~other ~~prices~~items, ~~for~~the ~~feedstocks. We~~reported ~~expect~~dollar ~~market~~revenues ~~forces~~ and ~~the~~gross ~~intensity~~profit offrom ~~competition~~our toCanadian ~~continue to drive pricing pressure throughout the remainder of the current fiscal year~~operations.

Compared to fiscal year 2015, during the first quarter of fiscal year 2016 we continued to see declining selling prices for the products we distribute. We expect market forces and the intensity of competition to continue to drive pricing pressure during the current fiscal year.

Europe

In Europe, we conduct business primarily in the Western European countries. ~~European~~The ~~GDP~~outlook isfor ~~expected~~economic togrowth ~~grow by 0.4%~~ in ~~the~~Europe ~~third~~improved ~~quarter~~beginning oflate ~~fiscal~~in ~~year 2015 compared to the second quarter of~~ fiscal year 2015, ~~and~~however byoverall ~~1.3%~~GDP ~~compared~~growth toremains ~~the~~relatively ~~third~~slow ~~quarter~~with ofmany ~~fiscal~~Western ~~year~~European ~~2014. This~~nations ~~expected~~experiencing growth ~~will~~below ~~follow a 0~~2.~~4% expansion in the second quarter of fiscal year 2015 over the first quarter of fiscal year 2015, and a 1.~~0% ~~growth compared to the second quarter of fiscal year 2014~~. During the third quarter of fiscal year 2015, Brent crude oil prices began the quarter at $54 per barrel and ended the quarter at $60 per barrel, or 11% higher. Compared to the Brent crude oil price of $111 per barrel at the end of the third quarter of fiscal year 2014, the current fiscal quarter's prices were 46% lower. In terms of currency, the Euro and other European currencies showed little change versus the U.S. dollar in the third fiscal quarter following significant declines in the first two quarters of fiscal year 2015, which affected, among other items, the reported dollar revenues and gross profit from our European operations.

~~The~~In ~~market~~terms ~~prices~~of ~~for~~currency, the ~~products~~Euro weand ~~sell~~other inEuropean ~~Europe~~currencies ~~are~~declined ~~closely~~slightly ~~correlated~~versus to the ~~cost~~U.S. ofdollar ~~Brent crude oil as these operations are primarily based on the distribution of commodity plastics products and most products are sourced~~ in ~~Europe. Compared to~~ the ~~second~~first ~~quarter of~~ fiscal ~~year~~quarter ~~2015~~following ~~our~~significant ~~operations~~declines ~~in Europe experienced improved pricing~~ during ~~the third~~ fiscal ~~quarter~~year 2015, which ~~resulted~~affected, inamong ~~higher~~other ~~profitability. However~~items, wethe ~~expect~~reported todollar ~~see~~revenues ~~continued pricing~~ and ~~demand~~gross ~~pressure~~profit infrom ~~this~~our ~~region~~European ~~until oil prices stabilize further and the economy achieves a stronger outlook or sustained growth~~operations.

42The market prices for the products we sell in Europe are closely correlated to the cost of Brent crude oil as these operations are primarily based on the distribution of commodity plastics products, and most products are sourced in Europe. Consistent with the continuous decline in oil prices during fiscal year 2015 and into fiscal year 2016, our operations in Europe have experienced a decline in average selling prices.

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Asia

Our operations in Asia are primarily concentrated in China. ~~During~~Recent ~~the third quarter of fiscal year 2015, China~~ GDP ~~expanded 1.7% over the second quarter of fiscal year 2015, and 7.0% over the third quarter of fiscal year 2014. This~~ growth ~~followed~~has ~~expansion~~been ~~of 1.4% in the second quarter of fiscal year 2015 compared to the first quarter of fiscal year 2015, and 7.0% growth compared to the second quarter of fiscal year 2014. This GDP growth is~~ slower than the GDP growth reported for China over the past five years, primarily due to a weaker property sector, lower credit growth and weakened industrial production. ~~We expect China's GDP growth to continue to slow in the near future, which will further impact demand and drive pricing pressure.~~

In terms of currency, the RMB declined slightly against the U.S. dollar during the first quarter of fiscal year 2016 following a decline during fiscal year 2015, which affected, among other items, the reported dollar revenues and gross profit from our China operations.

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The Asia-Pacific region is an important market for us, and we continue to monitor the exposure of Nexeo Plaschem to country-related macroeconomic risks.

Strategic Initiatives. We are focused on initiatives to enhance growth and profitability, including:


•	leveraging our centralized business model by more closely aligning our customer service functions with our lines of business to significantly enhance customer service;


•	improving our pricing methodologies to reflect market conditions and optimize profitability;


•	enhancing the processes and tools used by our sales force to increase productivity and motivating our sales force through various incentive programs;


•	continuing to refine our go-to-market model to drive more growth through greater customer intimacy;


•	expanding our footprint globally by focusing on key end markets within each line of business that we believe will grow faster than the overall market and that will differentiate us from our competitors;


•	realizing synergies from our acquisitions;


•	enhancing our supply chain agility; and


•	improving business processes to increase efficiency and reduce costs while attracting and retaining the talent we need to create new capabilities within our company.

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Results of Operations

On July 1, 2014, we sold our North American composites operations. In accordance with applicable accounting guidance, these operations are classified as discontinued operations for all periods presented and are excluded from the segment analysis tables and discussions below.

Three ~~Month~~Months ~~Period~~ Ended ~~June~~December 3031, 2015 Compared with Three ~~Month~~Months ~~Period~~ Ended ~~June~~December 3031, 2014

												Percentage of Sales and Operating Revenues For the
												Percentage of Sales and Operating Revenues for the
	Three Months Ended June 30,						Period Over PeriodFavorable (Unfavorable)					Three Months Ended June 30,
	Three Months EndedDecember 31,						Period Over Period Favorable (Unfavorable)					Three Months EndedDecember 31,
(Dollars in millions)	2015			2014			$ Change			% Change		2015		2014
(in millions)	2015			2014			$ Change			% Change		2015		2014
Sales and operating revenues	$	~~988~~827.87		$	1,~~193~~017.47		$	(~~204~~190.60	)	(1718.17	)%	100.0	%	100.0	%
Cost of sales and operating expenses	~~877~~732.5			~~1,084~~925.37			~~206~~193.82			1920.19	%	88.75	%	9091.90	%
Gross profit	~~111~~95.32			~~109~~92.10			23.2			23.05	%	11.35	%	9.10	%
Selling, general and administrative expenses	8274.97			8783.6			48.79			510.46	%	89.40	%	78.32	%
Transaction related costs	—1.0			20.81			2(0.89		)	~~100~~(900.0	)%	—0.1	%	~~0.2~~*	%
Operating income	2819.45			188.73			911.72			51134.9	%	2.94	%	10.68	%
Other income	81.47			40.35			4.1.2			95240.30	%	0.82	%	~~0.4~~*	%
Interest expense, net	(16.2		)	(17.1		)	0.9			5.3	%	(1.6	)%	(1.4	)%
Interest expense	(15.6		)	(16.4		)	0.8			4.9	%	(1.9	)%	(1.6	)%
Income from continuing operations before income taxes	20.6			5.9			14.7			249.2	%	2.1	%	0.5	%
Income (loss) from continuing operations before income taxes	5.6			(7.6		)	13.2			173.7	%	0.7	%	(0.7	)%
Income tax expense	1.8			0.8			(1.0		)	(125.0	)%	0.2	%	0.1	%
Income tax expense (benefit)	1.3			(0.9		)	(2.2		)	(244.4	)%	0.2	%	(0.1	)%
Net income from continuing operations	18.8			5.1			13.7			268.6	%	1.9	%	0.4	%
Net income (loss) from continuing operations	4.3			(6.7		)	11.0			164.2	%	0.5	%	(0.7	)%
Income from discontinued operations, net of tax	—			2.1			(2.1		)	(100.0	)%	—	%	0.2	%
Loss from discontinued operations, net of tax	—			(0.8		)	0.8			100.0	%	—	%	(0.1	)%
Net income	$	18.8		$	7.2		$	11.6		161.1	%	1.9	%	0.6	%
Net income (loss)	$	4.3		$	(7.5	)	$	11.8		157.3	%	0.5	%	(0.7	)%

Sales and operating revenues, cost of sales and operating expenses and gross profit

Sales and operating revenues for the three months ended June 30, 2015 were $988.8 million compared to $1,193.4 million for the three months ended June 30, 2014, a decrease of $204.6 million, or 17.1%. The decrease in revenues was primarily attributable to lower average selling prices and lower sales volume in both our Chemicals and Plastics businesses resulting from the decline in oil prices during the current period. Additionally, revenue decreased as a result of our decision to stop certain transactions that are not meeting profitability thresholds or are not consistent with our long-term strategy. Further, revenue decreased $36.9 million as a result of the weakening of the exchange rates of various currencies versus the U.S. dollar as compared to the same period in the prior fiscal year.

Cost of sales and operating expenses for the three months ended June 30, 2015 were $877.5 million compared to $1,084.3 million for the three months ended June 30, 2014, a decrease of $206.8 million, or 19.1%. The decrease in costs of sales and operating expenses was primarily attributable to (i) lower volumes in our Chemicals and Plastics lines of business, particularly in China, (ii) a decrease in certain operating expenses, driven by the execution of cost saving efforts, including better utilization of our private fleet, better management of certain warehouse costs and other operating improvements and (iii) lower costs for certain products. Cost of sales and operating expenses during the three months ended June 30, 2014 included a non-cash impairment charge of $0.6 million associated with a closure of a facility in North America that served our Chemicals line of business as well as a favorable impact of $3.7 million of insurance proceeds received in connection with the fire at our Garland facility.

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Gross profit for the three months ended June 30, 2015 was $111.3 million compared to $109.1 million for the three months ended June 30, 2014, an increase of $2.2 million, or 2.0%. This increase was primarily attributable to improved profitability resulting from the positive impact in the current period of certain market-based pricing initiatives and the decrease in cost of sales and operating expenses described above. The increase in gross profit was partially offset by price compression and the decline in sales volume, particularly in our Chemicals line of business. Additionally, gross profit was negatively impacted by $2.5 million as a result of the weakening of the exchange rates of various currencies versus the U.S. dollar as compared to the same period in the prior fiscal year.

Selling, general and administrative expenses

Selling, general and administrative expenses for the three months ended June 30, 2015 were $82.9 million compared to $87.6 million for the three months ended June 30, 2014, a decrease of $4.7 million, or 5.4%. This decrease was primarily due to decreased consulting costs of $4.1 million, a decrease in bad debt expense of $1.2 million primarily related to recoveries during the current period, decreased travel costs of $0.8 million and other cost decreases of $0.8 million primarily related to telecommunications savings. These decreases were partially offset by an increase in employee-related costs of $2.1 million, and an unfavorable foreign exchange variance over the prior period of $0.6 million primarily associated with fluctuations in the GBP and CAD exchange rates versus the U.S. dollar. Lower expenses are the result of our execution on key productivity and cost management initiatives.

Transaction related costs

There were no transaction costs incurred for the three months ended June 30, 2015 compared to $2.8 million incurred during the three months ended June 30, 2014. Transaction related costs incurred during the three months ended June 30, 2014 related primarily to legal and consulting costs incurred in connection with the closing of the Archway Acquisition.

Other income

Other income for the three months ended June 30, 2015 was $8.4 million compared to $4.3 million for the three months ended June 30, 2014. The increase in other income was primarily attributable to a gain of $8.0 million recorded in May 2015 related to the release of funds initially placed in escrow in connection with the CSD Acquisition. Other income for the three months ended June 30, 2014 was primarily related to a gain of $4.0 million recorded in connection with insurance proceeds related to the fire at our Garland facility.

Interest expense, net

Net interest expense for the three months ended June 30, 2015 was $16.2 million compared to $17.1 million for the three months ended June 30, 2014, a decrease of $0.9 million, or 5.3%. Interest expense for both periods is primarily related to the Term Loan Facility, the Notes and the ABL Facility, along with the amortization of the costs associated with issuing the debt. The decrease in interest expense during the current period compared to the same period in the prior fiscal year is primarily due to lower short-term and ABL Facility borrowings outstanding during the current period.

Income tax expense

Income tax expense for the three months ended June 30, 2015 was $1.8 million compared to $0.8 million for the three months ended June 30, 2014, an increase of $1.0 million, or 125.0%. Our income tax expense is primarily determined by our taxable income in foreign jurisdictions and certain U.S., Federal, state and local jurisdictions. The increase in income tax expense compared to the same period in the prior fiscal year is primarily attributable to foreign income tax expense on profitable foreign operations.

Income (loss) from discontinued operations, net of tax

We had no income or loss from discontinued operations for the three months ended June 30, 2015 compared to income of $2.1 million for the three months ended June 30, 2014. The decrease in income from discontinued operations compared to the same period in the prior fiscal year is the result of the Composites Sale on July 1, 2014.

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Segment Analysis

Three Month Period Ended June 30, 2015 Compared with Three Month Period Ended June 30, 2014

												Percentage of Consolidated Sales/Gross Profit For the
	Three Months Ended June 30,						Period Over PeriodFavorable (Unfavorable)					Three Months Ended June 30,
(Dollars in millions)	2015			2014			$ Change			% Change		2015		2014
Chemicals
Sales and operating revenues	$	482.6		$	621.5		$	(138.9	)	(22.3	)%	48.8	%	52.1	%
Gross profit	$	59.9		$	62.8		$	(2.9	)	(4.6	)%	53.8	%	57.6	%
Gross profit %	12.4		%	10.1		%
Plastics
Sales and operating revenues	$	477.4		$	543.9		$	(66.5	)	(12.2	)%	48.3	%	45.6	%
Gross profit	$	44.8		$	39.9		$	4.9		12.3	%	40.3	%	36.6	%
Gross profit %	9.4		%	7.3		%
Other
Sales and operating revenues	$	28.8		$	28.0		$	0.8		2.9	%	2.9	%	2.3	%
Gross profit	$	6.6		$	6.4		$	0.2		3.1	%	5.9	%	5.8	%
Gross profit %	22.9		%	22.9		%
Consolidated
Sales and operating revenues	$	988.8		$	1,193.4		$	(204.6	)	(17.1	)%	100.0	%	100.0	%
Gross profit	$	111.3		$	109.1		$	2.2		2.0	%	100.0	%	100.0	%
Gross profit %	11.3		%	9.1		%

Chemicals

Sales and operating revenues for the Chemicals line of business for the three months ended June 30, 2015 decreased $138.9 million, or 22.3%, compared to the same period in the prior fiscal year. The revenue decrease was primarily driven by volume declines in commodity products resulting from the weakened energy market, as well as volume declines resulting from the decision to stop certain transactions in North America and China that are not meeting our profitability thresholds or are not consistent with our long-term strategy. Revenue also decreased $3.7 million as a result of the weakening of the exchange rates of various currencies versus the U.S. dollar as compared to the same period in the prior fiscal year. Furthermore, the decrease in revenues was also driven by a decline in average selling prices in North America operations across multiple product categories as compared to the same period in the prior fiscal year due to the current deflationary environment. However, these market price declines were notably offset by the positive impact of certain pricing initiatives as well as favorable changes in product mix.

Gross profit for the Chemicals line of business decreased $2.9 million, or 4.6%, for the three months ended June 30, 2015 compared to the same period in the prior fiscal year, primarily due to the factors discussed above and the impact of $3.7 million of insurance proceeds received in the same period in the prior fiscal year in connection with the fire at our Garland facility. These decreases in gross profit were notably offset by increased margins associated with certain profitability initiatives coupled with a decrease in operating expenses that resulted from the execution of cost saving efforts, including better utilization of our private fleet, better management of certain warehouse costs and other operating improvements. Year-over-year gross profit comparisons are also affected by a non-cash impairment charge of $0.6 million recorded during the same period in the prior fiscal year associated with a facility closure that served the Chemicals line of business.

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Plastics

Sales and operating revenues for the Plastics line of business for the three months ended June 30, 2015 decreased $66.5 million, or 12.2%, compared to the same period in the prior fiscal year. The revenue decrease was primarily attributable to a decline in average selling price across all regions, driven by the lower oil prices in the current period. The revenue decrease was also driven by volume declines in our operations in EMEA and China. Additionally, revenue decreased $33.2 million as a result of the weakening of the exchange rates of various currencies versus the U.S. dollar as compared with the same period in the prior fiscal year. The decrease in revenue was partially offset by slight volume increases in our operations in North America, driven primarily by commodity products.

Gross profit for the Plastics line of business increased $4.9 million, or 12.3%, for the three months ended June 30, 2015, compared to the same period in the prior fiscal year. The increase in gross profit was primarily the result of the impact of certain profitability initiatives that are helping us to reduce the impact of the price compression we are experiencing as well as the relative stabilization of oil prices in EMEA that began in the last month of the second quarter of fiscal year 2015. The increase in gross profit was also the result of a decrease in operating expenses that resulted from the execution of cost saving efforts including better utilization of our private fleet, better management of certain warehouse costs and other operating improvements. The increase in gross profit was partially offset by a $2.3 million weakening of the exchange rates of various currencies versus the U.S. dollar as compared to the same period in the prior fiscal year.

Other

Combined sales and operating revenues for the Other segment for the three months ended June 30, 2015 increased $0.8 million, or 2.9%, compared to the same period in the prior fiscal year. The increase in revenue was driven by higher demand in certain end markets, new customer acquisitions and expanded operations with existing customers within our Environmental Services line of business. These increases in revenue were partially offset by a decrease in sales volumes of composites products in our Asia operations compared to the same period in the prior fiscal year.

Gross profit for the Other segment increased $0.2 million, or 3.1%, compared to the same period in the prior fiscal year, primarily due to the factors discussed above. Gross profit in the three months ended June 30, 2014 was impacted by higher expenses associated with waste handling at a facility in the West Coast in the U.S.

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Nine Months Ended June 30, 2015 Compared with Nine Months Ended June 30, 2014

												Percentage of Sales and Operating Revenues For the
	Nine Months EndedJune 30,						Period Over Period Favorable (Unfavorable)					Nine Months Ended June 30,
(Dollars in millions)	2015			2014			$ Change			% Change		2015		2014
Sales and operating revenues	$	3,019.3		$	3,359.5		$	(340.2	)	(10.1	)%	100.0	%	100.0	%
Cost of sales and operating expenses	2,716.8			3,062.0			345.2			11.3	%	90.0	%	91.1	%
Gross profit	302.5			297.5			5.0			1.7	%	10.0	%	8.9	%
Selling, general and administrative expenses	248.5			247.7			(0.8		)	(0.3	)%	8.2	%	7.4	%
Transaction related costs	0.1			11.7			11.6			99.1	%	*		0.3	%
Operating income	53.9			38.1			15.8			41.5	%	1.8	%	1.1	%
Other income	9.1			5.1			4.0			78.4	%	0.3	%	0.2	%
Interest expense, net	(48.8		)	(47.1		)	(1.7		)	(3.6	)%	(1.6	)%	(1.4	)%
Income (loss) from continuing operations before income taxes	14.2			(3.9		)	18.1			464.1	%	0.5	%	(0.1	)%
Income tax expense	2.7			4.0			1.3			32.5	%	0.1	%	0.1	%
Net income (loss) from continuing operations	11.5			(7.9		)	19.4			245.6	%	0.4	%	(0.2	)%
Income (loss) from discontinued operations, net of tax	(0.8		)	5.1			(5.9		)	(115.7	)%	*		0.2	%
Net income (loss)	$	10.7		$	(2.8	)	$	13.5		482.1	%	0.4	%	(0.1	)%

* Not meaningful

Sales and operating revenues, ~~cost~~Cost of sales and operating expenses and ~~gross~~Gross profit

Sales and operating revenues for the ~~nine~~three months ended ~~June~~December 3031, 2015 ~~were~~decreased $~~3,019~~190.30 million, ~~compared~~or ~~to $3,359~~18.57%, ~~million~~compared ~~for~~to the ~~nine~~same ~~months~~period ~~ended~~in ~~June 30,~~the ~~2014,~~prior afiscal ~~decrease of $340~~year.~~2 million, or 10.1%.~~ The decrease in revenues was primarily attributable to lower ~~average~~sales ~~selling~~volumes ~~prices~~in our Chemicals business and lower ~~sales~~average ~~volumes~~selling prices in both our Chemicals and Plastics businesses as a result of the decline in oil prices during the current period. Additionally, revenue decreased as a result of the decision to stop servicing certain ~~transactions~~business ~~in North America and China~~ that ~~are~~is not meeting our profitability thresholds or ~~are~~is not consistent with our long-term strategy. ~~As an example~~Furthermore, revenue decreased $3123.4 million, ~~compared~~or toapproximately ~~the~~230 ~~same~~basis ~~period in the prior fiscal year related to the impact of a decision made during fiscal year 2014 to stop serving certain trader business in China. Furthermore~~points, ~~revenue also decreased by $88.8 million~~ as a result of the weakening of the exchange rates of various currencies versus the U.S. dollar as compared to the same period in the prior fiscal year. The decrease in revenue was partially offset by the impact to our Chemicals line of business of an additional six months of operations in the current period from the Archway Acquisition, and an additional two months of operations in the current period from the CSD Acquisition, which collectively contributed $93.9 million.

48Cost of sales and operating expenses for the three months ended December 31, 2015 decreased $193.2 million, or 20.9%, compared to the same period in the prior fiscal year. This decrease was primarily due to (i) lower volumes, as mentioned above, (ii) a decrease in certain operating expenses, driven by the execution of cost saving efforts including better utilization of our private fleet, better management of certain warehouse costs and other operating improvements and (iii) lower costs for certain products, particularly commodities. Cost of sales and operating expenses during the three months ended December 31, 2014 included $1.4 million from the favorable settlement of a claim with a supplier, offset by the impact of a non-cash inventory impairment charge of $1.6 million, both associated with our Chemicals operations.

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~~Cost~~Gross ofprofit ~~sales and operating expenses~~ for the ~~nine~~three months ended ~~June 30~~December 31, 2015 ~~were~~increased $~~2,716~~3.82 million, ~~compared~~or ~~to $~~3~~,062~~.05%, ~~million~~compared ~~for~~to the ~~nine~~same ~~months~~period ~~ended~~in ~~June 30,~~the ~~2014,~~prior afiscal ~~decrease of $345~~year.~~2 million, or 11.3%.~~ ~~The~~This ~~decrease~~increase in ~~cost~~gross ofprofit ~~sales and operating expenses~~ was primarily ~~due~~attributable to ~~(i)~~the ~~lower~~positive ~~volumes~~impact in ~~our~~the ~~Plastics~~current ~~and~~period ~~Chemicals lines~~ of ~~business, (ii) a decrease in~~ certain ~~operating~~profitability ~~expenses,~~initiatives ~~driven~~and by the ~~execution~~decrease ofin cost ~~saving efforts, including better utilization~~ of ~~our private fleet, better management of certain warehouse costs and other operating improvements and (iii) lower costs for certain products. Cost of~~ sales and operating expenses ~~during~~described ~~the nine months ended June 30, 2015 included $1~~above.4 The ~~million~~increase ~~from~~in ~~the~~gross ~~favorable~~profit ~~settlement~~was ofpartially ~~claims with suppliers,~~ offset by ~~the impact of~~ a ~~non-cash~~decrease ~~inventory impairment charge~~ of $1.69 million, ~~both~~or ofapproximately ~~which~~210 ~~occurred~~basis inpoints, ~~the~~as ~~first~~a ~~fiscal~~result ~~quarter and were associated with our Chemicals operations. The decrease in costs~~ of ~~sales and operating expenses was partially offset by~~ the ~~impact~~weakening of ~~six additional months of operations from~~ the ~~Archway~~exchange ~~Acquisition~~rates ~~and two additional months~~ of ~~operations~~various ~~from~~currencies ~~the~~versus ~~CSD Acquisition in~~ the ~~current period in our Chemicals business~~U. ~~Cost of sales and operating expenses during the nine months ended June 30, 2014 included non-cash impairment charges of $1~~S.8 ~~million~~dollar ~~associated~~as ~~with~~compared ~~the~~to ~~closure of two facilities, an inventory step-up charge of $1.2 million resulting from~~ the ~~CSD~~same ~~Acquisition~~period ~~and the negative impact of poor weather conditions at certain of our facilities~~ in ~~North America that resulted in decreased demand and higher costs, offset by~~ the ~~favorable~~prior ~~impact~~fiscal ~~of $5~~year.~~9 million of insurance proceeds received in connection with the fire at our Garland facility.~~

Gross profit for the nine months ended June 30, 2015 was $302.5 million compared to $297.5 million for the nine months ended June 30, 2014, an increase of $5.0 million, or 1.7%. Overall, this increase in gross profit was primarily attributable to the impact of the Archway Acquisition and the CSD Acquisition on our Chemicals line of business, improved profitability resulting from the positive impact in the current period of certain pricing initiatives and the decrease in cost of sales and operating expenses described above. The increases in gross profit were partially offset by a decrease of $6.2 million as a result of the weakening of the exchange rates of various currencies versus the U.S. dollar as compared to the same period in the prior fiscal year.

Selling, general and administrative expenses

Selling, general and administrative expenses for the ~~nine~~three months ended ~~June~~December 3031, 2015 ~~were~~decreased $~~248~~8.59 million ~~compared to $247.7 million for the nine months ended June 30~~, ~~2014, an increase of $0.8 million,~~ or 010.36%~~. Approximately $12.7 million of this increase~~, ~~including~~compared ~~$3.3 million of depreciation and amortization expense, is attributable~~ to the ~~estimated~~same ~~impact~~period ofin ~~two months of additional operations from~~ the ~~CSD~~prior ~~Acquisition~~fiscal ~~and the impact of six additional months of operations from the Archway Acquisition for the current period~~year. ~~The~~This ~~offsetting~~ decrease ~~of $11.9 million in selling, general and administrative expenses~~ was ~~driven~~ primarily driven by (i) decreased consulting costs of $45.3 million, ~~lower~~(ii) ~~travel costs of $3.5 million compared to the prior fiscal year,~~ lower ~~insurance~~employee costs of $1.76 million, ~~lower~~(iii) ~~telecommunications costs of $1.2 million, decreased bad debt expense of $1.2 million primarily related to recoveries during the current period and~~ a favorable foreign exchange variance over the prior period of $0.57 million primarily associated with fluctuations in ~~the~~various ~~RMB~~currencies' ~~and CAD~~ exchange rates versus the U.S. dollar~~. Lower~~ ~~expenses~~and ~~are~~Euro ~~the result of our execution on key productivity~~ and ~~cost~~(iv) ~~management~~lower ~~initiatives. These~~telecommunications ~~decreases~~costs ~~were partially offset by an increase in depreciation and amortization expense~~ of $0.72 million. Lower ~~associated~~expenses ~~with~~are the ~~facility,~~result ~~equipment~~of ~~and~~our ~~vehicle~~execution ~~investments~~on ~~made~~key inproductivity ~~the last half of fiscal year 2014~~ and incost ~~the~~management ~~current period~~initiatives.

Transaction related costs

We incurred $1.0 million and $0.1 million in transaction related costs for the ~~nine~~three months ended ~~June~~December 3031, 2015 ~~compared~~and ~~to $11.7 million for the nine months ended June 30,~~ 2014, ~~a decrease of $11~~respectively.~~6 million, or 99.1%.~~ The costs incurred during ~~the~~these ~~nine~~periods ~~months~~were ~~ended June 30, 2014~~ related ~~primarily~~ to legal and consulting costs incurred in ~~connection with~~ the ~~closing~~evaluation ~~and early assimilation~~ of ~~the~~potential ~~CSD Acquisition and the closing of the Archway Acquisition, which closed on December 1, 2013 and April 1, 2014, respectively~~transactions.

Other income

Other income for the ~~nine~~three months ended ~~June~~December 3031, 2015 ~~was~~increased $9.1.2 million, ~~compared~~or ~~to $5~~240.10%, ~~million~~compared ~~for~~to the ~~nine~~same ~~months~~period ~~ended~~in ~~June 30,~~the ~~2014~~prior fiscal year. ~~The~~While ~~increase~~other income in ~~other~~both ~~income~~periods was primarily ~~attributable~~related to agains ~~gain~~on ofasset ~~$8.0~~sales, ~~million~~the ~~recorded~~increase induring ~~connection with~~ the ~~release~~current ofperiod ~~escrow~~was ~~funds~~driven ~~from~~primarily ~~the~~by ~~CSD~~a ~~Acquisition~~gain ~~in the second quarter~~ of ~~fiscal year 2015~~$1. ~~Other~~7 ~~income~~million ~~for~~on the ~~nine~~sale ~~months~~of ~~ended~~old ~~June~~private ~~30,~~fleet ~~2014~~tractors ~~was~~that ~~primarily~~were ~~related~~replaced towith atractors ~~gain~~under ofthe $4Ryder Lease.0 See ~~million~~Note ~~recorded~~6 ~~in connection with insurance proceeds related~~ to ~~the~~our ~~fire~~condensed atconsolidated ~~our~~financial ~~Garland facility~~statements.

49Interest expense

~~Table~~Interest expense for the three months ended December 31, 2015 decreased $0.8 million, or 4.9%, compared to the same period in the prior fiscal year. Interest expense is primarily related to the Term Loan Facility, the Notes and the ABL Facility, along with the amortization of ~~Contents~~the costs associated with issuing the debt. The decrease was primarily due to (i) lower ABL Facility and short term borrowings outstanding during the current period, (ii) a lower outstanding balance on the Notes as a result of the $15.8 million repurchase of aggregate principal amount made in the fourth quarter of fiscal year 2015 and (iii) a lower outstanding balance on the Term Loan Facility as a result of the $29.6 million Excess Cash Flow payment made in the current period. See Note 9 to our condensed consolidated financial statements.

Interest expense, net

Net interest expense for the nine months ended June 30, 2015 was $48.8 million compared to $47.1 million for the nine months ended June 30, 2014, an increase of $1.7 million, or 3.6%. Interest expense for both periods is primarily related to the Term Loan Facility, the Notes and the ABL Facility, along with the amortization of the costs associated with issuing the debt. The increase in interest expense compared to the same period in the prior fiscal year is primarily due to increased borrowings under the Term Loan Facility as a result of the amendment entered into in the second quarter of fiscal year 2014. This increase was partially offset by a decrease in interest expense related to lower short-term borrowings outstanding during the current period.

Income tax expense

Income tax expense for the ~~nine~~three months ended ~~June~~December 3031, 2015 ~~was~~increased $2.72 million, ~~compared~~or ~~to $4~~244.04%, ~~million~~compared ~~for~~to the ~~nine~~same ~~months~~period ~~ended~~in ~~June 30,~~the ~~2014,~~prior afiscal ~~decrease of $1~~year.~~3 million, or 32.5%.~~ Our income tax expense is primarily determined by our taxable income in foreign jurisdictions and certain U.S., Federal, state and local jurisdictions. The ~~decrease~~increase in income tax expense compared to the same period in the prior fiscal year is largely attributed to ~~reduced~~valuation ~~profitability~~allowance ofincreases ~~our~~related ~~China~~to Nexeo Plaschem's operations as well as a decrease in the income tax benefit for Sub Holding.

~~Income~~Loss ~~(loss)~~ from discontinued operations, net of tax

Loss from discontinued operations, net of tax, ~~for the nine months ended June 30, 2015~~ was $0.8 million ~~compared to income of $5.1 million~~ for the ~~nine~~three months ended ~~June 30~~December 31, 2014, arelated ~~decrease of $5.9 million, or 115.7%. The decrease in income from discontinued operations compared~~ to the ~~same~~termination ~~period in the prior fiscal year is the result~~ of ~~the Composites Sale on July 1, 2014, coupled with certain expenses incurred during the current period to terminate~~ activity and relationships associated with these operations.

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Segment Analysis

~~Nine~~Three Months Ended ~~June~~December 3031, 2015 Compared with ~~Nine~~Three Months Ended ~~June~~December 3031, 2014

												Percentage of Consolidated Sales/Gross Profit For the
												Percentage of Consolidated Sales/Gross Profit for the
	Nine Months EndedJune 30,						Period Over Period Favorable (Unfavorable)					Nine Months Ended June 30,
	Three Months EndedDecember 31,						Period Over Period Favorable (Unfavorable)					Three Months EndedDecember 31,
(Dollars in millions)	2015			2014			$ Change			% Change		2015		2014
(in millions)	2015			2014			$ Change			% Change		2015		2014
Chemicals
Sales and operating revenues	$	~~1,503~~378.97		$	~~1,695~~513.85		$	(~~191~~134.98	)	(1126.3	)%	4945.8	%	50.5	%
Gross profit	$	~~168~~47.13		$	~~154~~50.47		$	13(3.74	)	8(6.97	)%	5549.67	%	5155.91	%
Gross profit %	1112.25		%	9.19		%
Plastics
Sales and operating revenues	$	~~1,429~~418.65		$	~~1,573~~475.72		$	(~~144~~56.17	)	(911.29	)%	4750.36	%	46.87	%
Gross profit	$	~~113~~40.36		$	~~121~~33.38		$	(86.08	)	(620.61	)%	3742.56	%	4036.87	%
Gross profit %	7.9.7		%	7.71		%
Other
Sales and operating revenues	$	8530.85		$	9029.0		$	(41.25	)	(45.72	)%	23.96	%	2.78	%
Gross profit	$	217.13		$	217.85		$	(0.72	)	(3.2.7	)%	67.97	%	78.32	%
Gross profit %	2423.69		%	2425.29		%
Consolidated
Sales and operating revenues	$	~~3,019~~827.37		$	31,~~359~~017.57		$	(~~340~~190.20	)	(1018.17	)%	100.0	%	100.0	%
Gross profit	$	~~302~~95.52		$	~~297~~92.50		$	53.02		13.75	%	100.0	%	100.0	%
Gross profit %	1011.05		%	8.9.0		%

Chemicals

Sales and operating revenues for the Chemicals line of business for the ~~nine~~three months ended ~~June~~December 3031, 2015 decreased $~~191~~134.98 million, or 1126.3%, compared to the same period in the prior fiscal year. The revenue decrease was primarily attributable to an overall decline in volumes in North America and Asia in commodity products, resulting in part from the decision to stop servicing certain ~~transactions~~business that ~~are~~is not meeting our profitability thresholds or ~~are~~is not consistent with our long-term strategy. As an example, in China, Chemicals revenues decreased $13.1 million compared to the same period in the prior fiscal year related to our decision during fiscal year 2014 to stop serving certain trader business. Additionally, across the multiple product categories sold, average selling prices declined in our ~~Asia operations and in our~~ North America operations, driven by the continual decline in oil prices during the current fiscal year. ~~Revenue also decreased $10.3 million as a result of the weakening of the exchange rates of various currencies versus the U.S. dollar as compared to the same period in the prior fiscal year.~~ While average selling prices declined as compared to the same period in the prior fiscal year due to the deflationary environment, these price declines were partially offset in North America by the positive ~~notable~~significant impact of certain ~~pricing~~profitability initiatives~~, as well as favorable changes in product mix~~. The decrease in revenue was also partially offset by the impact of an additional six months of operations in the current period from the Archway Acquisition, as well as the estimated impact of an additional two months of operations in the current period from the CSD Acquisition, which collectively contributed $93.9 million.

51Gross profit for the Chemicals line of business decreased $3.4 million, or 6.7%, for the three months ended December 31, 2015 compared to the same period in the prior fiscal year. The decrease in gross profit was primarily attributable to the decline in volumes and average selling prices described above. These declines were significantly offset by the positive impact during the current period of our profitability initiatives, favorable changes in product mix and the execution of cost saving efforts including better utilization of our private fleet, better management of certain warehouse costs and other operating improvements. Gross profit during the three months ended December 31, 2014 included $1.4 million from the favorable settlement of a claim with a supplier, offset by the impact of a non-cash inventory impairment charge of $1.6 million associated with our operations in Asia.

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Gross profit for the Chemicals line of business increased $13.7 million, or 8.9%, for the nine months ended June 30, 2015 compared to the same period in the prior fiscal year. This increase in gross profit was primarily attributable to the impact of the Archway Acquisition and the CSD Acquisition, coupled with the positive impact during the current period from our profitability initiatives, favorable changes in product mix and efforts to reduce operating costs, which offset the declines in volume and average selling prices described above. The increase in gross profit was partially offset by a decrease of $0.5 million as a result of the weakening of the exchange rates of various currencies versus the U.S. dollar as compared to the same period in the prior fiscal year. Furthermore, gross profit during the nine months ended June 30, 2015 included $1.4 million from the favorable settlement of claims with suppliers, offset by the impact of a non-cash inventory impairment charge of $1.6 million associated with our operations in Asia, both of which occurred during the first quarter of fiscal year 2015. The inventory impairment was driven primarily by the impact of the significant decline in oil prices. Gross profit during the nine months ended June 30, 2014 included the effect of the inventory step-up charge of $1.2 million resulting from the CSD Acquisition, non-cash impairment charges of $1.4 million allocated to the Chemicals line of business associated with the closure of two facilities and the negative impact of poor weather conditions at certain of our facilities in North America that resulted in decreased demand and higher costs, offset by the favorable impact of $5.9 million of insurance proceeds received during that period in connection with the fire at our Garland facility.

Plastics

Sales and operating revenues for the Plastics line of business for the ~~nine~~three months ended ~~June~~December 3031, 2015 decreased $~~144~~56.17 million, or 911.29%, compared to the same period in the prior fiscal year. The revenue decrease was primarily attributable to ~~volume~~price declines inacross ~~our~~all ~~operations~~of inour ~~EMEA~~operating ~~and China~~regions, ~~which~~as ~~were~~well ~~the~~as ~~result~~a ofvolume ~~softer~~decline ~~demand driven by lower oil prices~~ in ~~the~~our ~~current~~North ~~period~~America ~~compared~~operations, towhich ~~the~~was ~~same period in~~ the ~~prior~~result ~~fiscal~~of ~~year,~~softer asdemand ~~well~~related asto ~~pricing~~lower ~~pressure~~commodity ~~in our operations in North America and EMEA~~prices. Additionally, revenue decreased $7819.50 million, or approximately 400 basis points, as a result of the weakening of the exchange rates of various currencies versus the U.S. dollar as compared to the same period in the prior fiscal year. Furthermore, the decrease in revenue also reflects a decrease of $18.3 million compared to the prior fiscal year related to the impact of a decision made during fiscal year 2014 to stop serving certain trader business in China that either did not meet profitability thresholds or was not consistent with our long-term strategy. The ~~overall~~ revenue decrease was partially offset by the impact of certain profitability initiatives that are helping us to reduce the impact of the price and volume compression we are experiencing, as well as ~~slight~~ volume increases in our operations in ~~North America~~Asia, driven primarily by ~~commodity~~specialty products.

Gross profit for the Plastics line of business decreased $8.0 million, or 6.6%, for the nine months ended June 30, 2015. The decrease in gross profit was partially the result of the overall deflationary price environment which caused us to sell inventory that was previously purchased at higher prices, primarily in the first and second quarters of the current fiscal year. Gross profit also decreased by $5.7 million as a result of the weakening of the exchange rates of various currencies versus the U.S. dollar as compared to the same period in the prior fiscal year. The decrease in gross profit was partially offset by (i) the impact of certain profitability initiatives that are helping us to reduce the impact of the price compression we are experiencing, (ii) the relative stabilization of oil prices in EMEA that began in the last month of the second quarter of fiscal year 2015 and (iii) a decrease in operating expenses that resulted from the execution of cost saving efforts including better utilization of our private fleet, better management of certain warehouse costs and other operating improvements. Gross profit during the nine months ended June 30, 2014 included the effect of poor weather conditions that resulted in decreased demand and higher costs, as well as a $0.3 million non-cash impairment charge allocated to the Plastics line of business associated with a facility closure.37

Other

Sales and operating revenues for the Other segment for the nine months ended June 30, 2015 decreased $4.2 million, or 4.7%, compared to the same period in the prior fiscal year. The decrease in revenues was primarily due to decreased sales volumes of composite products in our Asia operations compared to the same period in the prior fiscal year. The decrease in revenues was partially offset by a net increase in revenue in our Environmental Services line of business driven by new customer acquisitions as well as expanded operations with existing customers.

Gross profit for the Other segment decreased $0.7 million, or 3.2%, compared to the same period in the prior fiscal year, primarily due to the factors discussed above.

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Gross profit for the Plastics line of business increased $6.8 million, or 20.1%, for the three months ended December 31, 2015. The increase in gross profit was primarily the result of the continued impact of certain profitability initiatives that are helping to reduce the impact of the price and volume compression we are experiencing, as well as the decrease in operating expenses that resulted from the execution of cost saving efforts including better utilization of our private fleet, better management of certain warehouse costs and other operating improvements. The increase in gross profit was partially offset by $1.7 million, or approximately 500 basis points, as a result of the weakening of the exchange rates of various currencies versus the U.S. dollar as compared to the same period in the prior fiscal year.

Other

Sales and operating revenues for the Other segment for the three months ended December 31, 2015 increased $1.5 million, or 5.2%, compared to the same period in the prior fiscal year. The increase in revenues was primarily due to new customer acquisitions as well as expanded operations with existing customers in our Environmental Services line of business.

Gross profit for the Other segment decreased $0.2 million, or 2.7%, compared to the same period in the prior fiscal year due to higher costs related to the new and expanded operations described above coupled with lower margins on recycled materials as the result of a decline in market value of the materials.

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are cash flows generated from our operations and our borrowing availability under our ABL Facility. Cash ~~flow~~flows generated from our operations isare influenced by ~~the~~ seasonal patterns of our business and other timing circumstances that can result in increases or decreases in working capital requirements for any given period during the course of our fiscal year. Our ability to generate sufficient cash flows from our operating activities will continue to be primarily dependent on purchasing and distributing ~~chemicals~~chemical and ~~plastics~~plastic materials. ~~Our~~Additionally, our ability to generate ~~these~~ cash flows in the normal course of business can be significantly influenced by changing global and regional macroeconomic conditions. Borrowing availability under our ABL Facility is subject to a borrowing base, generally comprised of eligible inventory and accounts receivable held in certain subsidiaries. Our availability under the ABL Facility is, therefore, potentially subject to fluctuations, depending on the value of the eligible assets in the borrowing base on a given valuation date. An inability to borrow under the ABL Facility may adversely affect our liquidity, results of operations and financial condition.

Our operating cash requirements consist principally of inventory purchases, trade credit extended to customers, labor, occupancy costs and delivery and transportation costs. Non-operating cash requirements include debt service requirements, acquisition-related costs, capital expenditures and investor tax payments. During the nine months ended June 30, 2015, we used $34.3 million of non-operating cash to purchase the remaining 10% equity interest in Nexeo Plaschem. We funded this purchase with cash on hand and $18.0 million of borrowings under the ABL Facility.

~~Cash~~We ~~capital~~are ~~expenditures~~a ~~for~~limited ~~the~~liability ~~nine months ended June 30~~company, ~~2015, were $27.3 million,~~ and ~~related primarily to facility improvements, additional information technology investments and vehicles. We expect~~ our ~~aggregate~~members ~~capital~~are ~~expenditures~~taxed ~~for~~on ~~fiscal~~the ~~year~~income ~~2015~~generated ~~(excluding~~in ~~acquisitions~~certain states and ~~any~~in ~~assets~~certain ~~acquired~~foreign ~~via capital leases) to be approximately $35~~countries.~~0 million.~~ ~~These~~We ~~expenditures~~are ~~will~~required ~~be primarily related~~ to ~~fixed~~make ~~asset~~quarterly ~~replacements,~~distributions ~~betterments~~ to our ~~information~~ ~~technology~~members ~~infrastructure~~to ~~and~~provide ~~additions~~them ofwith ~~equipment~~the ~~and~~funds ~~vehicles. In~~to ~~May~~make ~~2015,~~estimated wetax ~~entered~~payments, ~~into~~if ~~the~~any, ~~Ryder~~attributable ~~Lease. See Note 7~~ to our ~~condensed~~U.S. ~~consolidated~~taxable ~~financial statements~~income. ~~The~~Any ~~Ryder~~quarterly ~~Lease~~distributions ~~will~~to bemembers ~~accounted~~to ~~for~~make asestimated atax ~~capital lease and requires minimum annual~~ payments ofare ~~approximately~~subject ~~$5.5~~to ~~million per year, including amounts for certain ancillary services under~~ the ~~Ryder~~availability ~~Lease. As~~ of ~~June 30~~funds, ~~2015,~~as wedetermined ~~had~~by ~~not~~our ~~taken~~Board ~~delivery~~ of ~~any~~Directors, ~~vehicles~~at ~~under~~its ~~the~~sole ~~Ryder Lease and no payments had been made~~discretion. ~~Delivery~~In ofsome ~~the~~jurisdictions, ~~vehicles~~we ismake ~~anticipated~~such todistributions ~~begin~~in ~~during~~ the ~~fourth~~form ~~quarter~~ of ~~fiscal~~tax ~~year~~payments ~~2015~~paid ~~and~~directly ~~be completed early during the first quarter of fiscal year 2016. We are permitted~~ to ~~terminate~~ the ~~lease~~taxing ofauthority ~~an individual vehicle~~ on ~~the~~behalf ~~anniversary~~ of ~~its~~our ~~delivery date, provided that certain conditions are met~~members. In There ~~the~~were ~~event~~no wematerial ~~terminate~~tax ~~the~~distributions ~~lease~~made ~~of an individual vehicle~~ in ~~accordance with~~ the ~~terms~~three ofmonths ~~the~~ended ~~Ryder Lease~~December 31, we2015 ~~may~~and ~~elect~~2014. Our tosole ~~purchase~~active ~~the~~U.S. ~~individual~~corporate ~~vehicle~~subsidiary, atSub ~~a predetermined residual value or return the vehicle to Ryder~~Holding, is subject to antax ~~adjustment~~at ~~based on~~ the ~~then-current~~entity ~~market~~level ~~value~~in of the ~~individual vehicle~~U. S.

WeSignificant are a limited liability company, and our members are taxed on the income generated in certain states and in certain foreign countries. We are required to make quarterly distributions to our members to provide them with the funds to make estimated tax payments, if any, attributable to our U.S. taxable income. Any quarterly distributions to members to make estimated tax payments are subject to the availability of funds, as determined by our Board of Directors at its sole discretion. In some jurisdictions, we make such distributions in the form of tax payments paid directly to the taxing authority on behalf of our members. We made tax distributions to, or on behalf of, our members totaling $0.1 million in the nine months ended June 30, 2015 and 2014. In addition, our sole U.S. corporate subsidiary, Sub Holding, is subject to tax at the entity level in the U.S.Expenditures

~~The~~Cash ~~credit~~capital ~~agreement~~expenditures ~~governing~~for ~~our~~the ~~Term~~three ~~Loan~~months ~~Facility~~ended ~~requires~~December 31, us2015 towere ~~make quarterly principal payments of~~ $13.79 million~~. Additionally,~~ ~~the~~and ~~Term~~related ~~Loan~~primarily ~~Facility~~to ~~requires~~facility usimprovements toand ~~prepay~~information ~~outstanding~~technology ~~term~~investments. We ~~loans,~~expect ~~subject~~our toaggregate ~~certain~~capital ~~exceptions,~~expenditures ~~with~~for afiscal ~~portion~~year of2016 ~~our~~(excluding ~~annual~~acquisitions ~~Excess~~and ~~Cash~~assets ~~Flow~~acquired ~~(as~~via ~~defined~~capital inleases) ~~the~~to ~~credit~~be ~~agreement),~~approximately ~~calculated~~$25.0-$30.0 asmillion. These ofexpenditures ~~the~~will ~~end~~be ofprimarily ~~the~~related ~~applicable~~to ~~fiscal~~fixed ~~year. There~~asset ~~was~~replacements, noimprovements ~~Excess~~to ~~Cash~~our ~~Flow~~information ~~payment~~technology ~~with~~infrastructure ~~respect~~and toadditions ~~prior~~of ~~fiscal~~equipment ~~years.~~and vehicles.

We are required to make semi-annual interest payments on the Notes of $7.3 million. In addition, we are required to make periodic interest payments under the ABL Facility and the Term Loan Facility based on principal amounts outstanding and the interest period elected by the borrower. Interest periods can range up to six months. Interest expense relating to the Notes and the Credit Facilities was $13.5 million and $41.0 million for the three and nine months ended June 30, 2015, respectively. Our ABL Facility currently matures on July 11, 2017, our Term Loan Facility matures on September 9, 2017, and our Notes mature on March 1, 2018. As of June 30, 2015, we were in compliance with the covenants of the Credit Facilities and the Indenture governing the Notes.38

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~~Liquidity~~During the three months ended December 31, 2015, we took delivery of 97 tractors under the Ryder Lease and made lease payments of $0.9 million. In connection with the delivery of these tractors, $12.8 million of equipment cost and corresponding capital lease obligations were reflected in the financial statements. Accordingly, from inception of the Ryder Lease through December 31, 2015, we received 192 tractors and recorded $24.6 million of initial total equipment cost and capital lease obligations. The remaining tractors under this agreement are expected to be delivered in the second quarter of fiscal year 2016. The initial total equipment cost and corresponding capital lease obligations associated with the Ryder Lease are expected to be $25.9 million. We are permitted to terminate the lease of an individual tractor on the anniversary of its delivery date, provided that certain conditions are met. In the event we terminate the lease of an individual tractor in accordance with the terms of the Ryder Lease, we may elect to purchase the individual tractor at a predetermined residual value or return the tractor to Ryder, subject to an adjustment based on the then-current market value of the individual tractor. See Note 6 to our condensed consolidated financial statements.

~~Based~~Credit on current and anticipated levels of operations, capital spending projections and conditions in our markets, we believe that cash on hand, together with cash flows from operations and borrowings available to us under the ABL Facility are adequate to meet our working capital and capital expenditure needs as well as any debt service and other cash requirements for at least twelve months. As of June 30, 2015, we had $89.0 million in cash and cash equivalents and $357.3 million of borrowing capacity available under our ABL Facility, net of borrowings and letters of credit. Facilities

~~Under~~Our ~~our~~ ABL Facility, ifmatures ason ofJuly 11, ~~any date of determination when Trigger Event Excess Availability (as defined in the ABL Facility agreement) is below certain thresholds or upon certain defaults~~2017, ~~the~~and ~~ABL~~our ~~Borrowers~~Term ~~(as~~Loan ~~defined in the ABL~~ Facility ~~agreement)~~matures ~~will be required to deposit cash~~ on ~~a daily basis from certain depository accounts in a collection account maintained with the administrative agent under the ABL Facility~~September 9, ~~which will be used to repay outstanding loans and cash collateralized letters of credit~~2017. AsAt ~~of June~~December 3031, 2015, ~~Trigger~~we ~~Event~~were ~~Excess Availability under our ABL Facility was $334.8 million, which was $286.4 million~~ in ~~excess~~compliance ofwith the ~~$48.4~~covenants ~~million~~of ~~threshold that would trigger~~ the ~~foregoing~~Credit ~~requirements~~Facilities.

~~On January 30, 2015, as permitted under the~~ ABL Facility, we established an incremental permitted foreign facility in an aggregate principal amount of $30.0 million. The new facility is used solely to issue one or more letters of credit, on behalf of our foreign subsidiaries, reducing the reliance on the letter of credit capacity under the U.S. tranche of the ABL Facility. Concurrently with the closing of the permitted foreign facility, we replaced an existing letter of credit in the approximate amount of $26.2 million under the ABL Facility with a letter of credit in the same amount under the new permitted foreign facility.

~~Our~~At ~~long-term~~December 31, ~~liquidity~~2015, ~~needs~~we ~~are~~had ~~primarily~~$29.2 ~~related~~million ~~to early principal payments required~~ in ~~certain~~borrowings ~~circumstances~~outstanding under the ~~Term~~ABL ~~Loan~~ Facility. ~~While~~Interest ~~there~~expense ~~can~~related beto ~~no assurance, we anticipate that cash flows from operations will provide for~~ the ~~majority~~ABL ~~of these long-term liquidity needs. Additionally~~Facility, weexcluding ~~have~~amortization ~~final~~of ~~maturity~~ debt ~~payments~~issuance ~~due~~costs, inwas ~~2017 and 2018~~$1. ~~Depending~~0 onmillion ~~market conditions~~ and ~~other~~$1.4 ~~factors,~~million wefor ~~may~~the ~~also~~three ~~consider~~months ~~alternative~~ended ~~financing~~December ~~options~~31, ~~including,~~2015 ~~but~~and ~~not limited to~~2014, ~~issuance of equity, issuance of new debt or refinancing of our existing debt obligations or repurchases of our outstanding debt~~respectively.

AtIn ~~June 30,~~December 2015, we ~~had~~increased ~~$89.0~~the ~~million~~borrowing inlimit ~~cash~~of ~~and~~one ~~cash~~of ~~equivalents. Of~~our ~~this~~short-term ~~amount,~~lines ~~$45.7~~of ~~million~~credit ~~was~~available ~~held~~to byNexeo ~~foreign~~Plaschem ~~subsidiaries. Of~~by ~~the~~ $455.~~7 million, $41.~~0 million ~~was~~to ~~denominated in currencies other than the U.S. dollar, primarily in Euros, British pounds, RMB and CAD. At June 30, 2015, we had~~ $528.18 million ~~in China denominated in RMB~~. ~~While~~Under the ~~RMB~~line isof ~~convertible into U.S. dollars~~credit, ~~foreign exchange transactions are subject to approvals from~~ the ~~SAFE. We~~borrowing dolimit ~~not~~must ~~anticipate~~be ~~any~~secured ~~significant~~by ~~adverse~~a ~~impact~~standby toletter ~~overall~~of ~~liquidity~~credit ~~from~~drawn ~~restrictions~~ on ~~cash~~the ~~and~~ABL ~~cash~~Facility ~~equivalents. Although~~covering we110% ~~currently anticipate that the majority~~ of the ~~cash~~borrowing ~~and~~limit ~~cash~~amount. The ~~equivalents~~line ~~held~~of bycredit ~~foreign~~is ~~affiliates~~secured ~~will be retained~~ by the ~~affiliates~~$30.0 ~~for~~million ~~working~~permitted ~~capital~~foreign ~~purposes,~~facility ~~we believe such cash~~ and ~~cash~~a ~~equivalents~~$1.7 ~~could~~million beletter ~~repatriated~~of tocredit under the U.S. intranche ~~the form~~ of ~~debt~~the ~~repayments~~ABL ~~with limited tax consequences~~Facility.

54Term Loan Facility

At December 31, 2015, we had $617.6 million in borrowings outstanding under the Term Loan Facility. In December 2015, an Excess Cash Flow payment of $29.6 million was applied to the outstanding principal under the Term Loan Facility. As a result of this payment, under the agreement, the quarterly principal payment of $1.7 million is no longer required for the remaining term of the facility. We are still required to make periodic interest payments based on the principal amount outstanding. Interest expense related to the Term Loan Facility, excluding original issue discount amortization and amortization of debt issuance costs, was $8.3 million and $8.5 million for the three months ended December 31, 2015 and 2014, respectively.

The Notes

At December 31, 2015, we had $159.2 million in borrowings outstanding under the Notes.

Based on the current outstanding borrowings, we are required to make semi-annual interest payments on the Notes of $6.7 million. Interest expense related to the Notes, excluding original issue discount amortization and amortization of debt issuance costs, was $3.3 million and $3.7 million for the three months ended December 31, 2015 and 2014, respectively.

Our Notes mature on March 1, 2018. At December 31, 2015, we were in compliance with the covenants of the Indenture governing the Notes.

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Liquidity

At December 31, 2015, we had $324.3 million of borrowing capacity available under our ABL Facility, net of borrowings and letters of credit. Under our ABL Facility, if as of any date of determination when Trigger Event Excess Availability (as defined in the ABL Facility agreement) is below certain thresholds or upon certain defaults, the ABL Borrowers (as defined in the ABL Facility agreement) will be required to deposit cash on a daily basis from certain depository accounts in a collection account maintained with the administrative agent under the ABL Facility, which will be used to repay outstanding loans and cash collateralized letters of credit. At December 31, 2015, Trigger Event Excess Availability under our ABL Facility was $308.6 million, which was $269.0 million in excess of the $39.6 million threshold that would trigger the foregoing requirements.

Based on current and anticipated levels of operations, capital spending projections and conditions in our markets, we believe that cash on hand, together with cash flows from operations and borrowings available under the ABL Facility, are adequate to meet our working capital and capital expenditure needs as well as any debt service and other cash requirements for at least twelve months.

In addition to operating and non-operating cash requirements previously described, our longer-term liquidity needs are primarily related to our final maturity debt payments due in 2017 and 2018. Depending on market conditions and other factors, we may also consider alternative financing options, including, but not limited to, issuance of equity, issuance of new debt, refinancing of our existing debt obligations or repurchases of our outstanding debt.

Cash and Cash Equivalents

At December 31, 2015, we had $57.8 million in cash and cash equivalents. Of this amount, $55.4 million was held by foreign subsidiaries. Of the $55.4 million, $43.9 million was denominated in currencies other than the U.S. dollar, primarily in Euros, Canadian dollars ("CAD"), British pounds and Chinese Renminbi ("RMB"). At December 31, 2015, we had $4.9 million in China denominated in RMB. While the RMB is convertible into U.S. dollars, foreign exchange transactions are subject to approvals from the State Approvals of Foreign Exchange. We do not anticipate any significant adverse impact to overall liquidity from restrictions on cash and cash equivalents. Although we currently anticipate that the majority of the cash and cash equivalents held by foreign affiliates will be retained by the affiliates for working capital purposes, we believe such cash and cash equivalents could be repatriated to the U.S. in the form of debt repayments with limited tax consequences.

Cash Flows

~~Nine~~Three Months Ended ~~June~~December 3031, 2015 Compared with ~~Nine~~Three Months Ended ~~June~~December 3031, 2014

The following table sets forth the major categories of our cash flows for the ~~nine~~three months ended ~~June~~December 3031, 2015 and 2014.

	Nine Months Ended June 30,
	Three Months Ended December 31,
(in millions)	2015			2014
Net cash provided by (used in) operating activities from continuing operations	$	9316.6		$	(4753.04	)
Net cash provided by (used in) operating activities from discontinued operations	(0.6		)	3.6
Net cash used in operating activities from discontinued operations	—			(0.5		)
Net cash provided by (used in) operating activities	9316.06			(4353.49		)
Net cash used in investing activities from continuing operations	(25.0		)	(260.1		)
Net cash used in investing activities	(2.2		)	(9.7		)
Net cash used in investing activities from discontinued operations	—			(0.5		)
Net cash provided by (used in) financing activities	(83.4		)	17.0
Net cash used in investing activities	(25.0		)	(260.6		)
Effect of exchange rate changes on cash and cash equivalents	(0.9		)	(0.1		)
Net cash provided by (used in) financing activities	(65.4		)	288.4
Decrease in cash and cash equivalents	(69.9		)	(46.7		)
Effect of exchange rate changes on cash and cash equivalents	(1.8		)	1.1
Cash and cash equivalents at the beginning of period	127.7			88.2
Increase (decrease) in cash and cash equivalents	0.8			(14.5		)
Cash and cash equivalents at the end of period	$	57.8		$	41.5
Cash and cash equivalents at beginning of period	88.2			74.6
Cash and cash equivalents at end of period	$	89.0		$	60.1

~~Major Categories of Cash Flows~~40

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Cash flows from operating activities

Continuing operations

Net cash provided by operating activities from continuing operations for the ~~nine~~three months ended ~~June~~December 3031, 2015 was $9316.6 million. Net income from continuing operations of $114.53 million, adjusted for gains on sales of assets and significant non-cash items such as depreciation and amortization expenses, debt issuance costs, provision for bad debt, ~~inventory~~deferred ~~impairment~~income taxes and ~~deferred~~equity-based ~~income~~compensation ~~taxes~~charges, collectively totaling $5015.02 million, resulted in $6119.5 million of cash inflow from continuing operations during the ~~nine~~three months ended ~~June~~December 3031, 2015. Additionally, cash flow from continuing operations was positively impacted by a decrease in accounts and notes receivable of $7756.32 million, partially offset by a $5944.28 million, ~~attributable~~decrease toin aaccounts payable. The decrease in accounts payable was driven by lower purchases due to lower sales volumes and ~~accrued~~pricing ~~expenses~~during the current period. The decrease in accounts and notes receivable was driven primarily by lower sales volumes and falling selling prices experienced during the current period as well as timing of collections at period end. There have been no significant changes in billing terms or collection processes during the current period. Certain customers of Nexeo Plaschem are allowed to remit payment during a period of time ranging from 30 days up to nine months and these receivables, which are supported by banknotes issued by large banks in China on behalf of these customers, totaled $5.5 million at June 30, 2015. There was a decrease in inventory of $107.95 million during the ~~nine~~three months ended ~~June 30~~December 31, 2015, which ~~reflects~~reflected the impact of lower prices for inventory purchases as well as improved inventory management. Additionally, there was a decrease in ~~other~~accrued ~~current~~expenses ~~assets~~and other liabilities of $619.52 million ~~partially~~which ~~due~~included tothe apayment ~~reduction~~of inemployee ~~inventory~~incentive ~~prepayments~~compensation.

55Net cash used in operating activities from continuing operations for the three months ended December 31, 2014 was $53.4 million. Net loss from continuing operations of $6.7 million adjusted for gains on sales of assets and significant non-cash items such as depreciation and amortization expenses, debt issuance costs, provision for bad debt, inventory impairment, deferred income taxes and equity-based compensation charges, collectively totaling $18.5 million, provided $11.8 million of cash inflow from continuing operations during the three months ended December 31, 2014. Additionally, cash flow from continuing operations was positively impacted by a decrease in accounts and notes receivable of approximately $92.3 million during the current period. We experienced a significant negative impact on cash flow from continuing operations during the period resulting from a decrease in accounts payable of approximately $102.6 million and an increase in inventories of approximately $32.8 million. The decrease in accounts and notes receivable was driven primarily by timing of collections at period end as well as lower sales volumes and pricing pressure experienced during the current period. The increase in inventories during the period reflected the impact of replenishing inventory levels for certain products at the beginning of the quarter coupled with lower than anticipated demand, relative to expectations, in the last month of the quarter. The decrease in accounts payable during the period reflected the impact of lower inventory purchases at the end of the quarter as well as lower prices for these purchases. Cash outflow during the period was also attributable to a reduction in other accrued expenses of $16.2 million, which included the payment of employee incentive compensation.

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Net cash used in operating activities from continuing operations for the nine months ended June 30, 2014 was $47.0 million. Net loss from continuing operations of $7.9 million adjusted for significant non-cash items such as depreciation and amortization expenses, debt issuance costs and provision for bad debt, collectively totaling $47.3 million, provided $39.4 million of cash inflow from continuing operations during the nine months ended June 30, 2014. Additionally, cash flow from operations was positively impacted by an increase in accounts payable and other accrued expenses of $8.0 million. We experienced a significant negative impact on cash flows from operations resulting from a net increase in accounts and notes receivable of $48.1 million, a net increase in inventories of $25.5 million and an increase in other current assets of $16.1 million. There were no significant changes in our billing terms or collection processes during this period, although, as described above, Nexeo Plaschem has billing terms that allow certain customers to remit payment during a broad range of time. These receivables were supported by banknotes issued by large banks in China on behalf of these customers and totaled $18.8 million at June 30, 2014. The increase in accounts and notes receivable was driven primarily by timing of collections at period end. The increase in inventories during the period primarily reflects the impact of the CSD and Archway acquisitions while the increase in other current assets was primarily the result of prepayments on certain inventory purchases tied to pricing incentives.

Discontinued operations

Net cash used in operating activities from discontinued operations for the ~~nine~~three months ended ~~June 30~~December 31, ~~2015~~2014 was $0.65 million, related to costs incurred to terminate activity and relationships associated with these operations. There was no cash activity related to operating activities from discontinued operations for the three months ended December 31, 2015.

Net cash provided by operating activities from discontinued operations for the nine months ended June 30, 2014 was $3.6 million. Net income of $5.1 million, adjusted for significant non-cash items such as depreciation and amortization expenses and provision for bad debt, collectively totaling $1.1 million, resulted in $6.2 million of cash flows from discontinued operations during the period. Cash used by operating activities from discontinued operations included an increase in accounts receivable of $1.9 million and a decrease in accounts payable and other accrued expenses totaling $1.1 million.

Cash flows from investing activities

Continuing operations

Investing activities used $252.02 million of cash during the ~~nine~~three months ended ~~June~~December 3031, 2015, primarily due to capital expenditures of $~~27.~~3.9 million ~~throughout~~primarily ~~the period mainly~~ related to facility improvements, and additional information technology investments, ~~and vehicle additions. These expenditures were~~ partially offset by net proceeds from the sale of assets of $21.37 million.

Investing activities used $~~260~~9.17 million of cash during the ~~nine~~three months ended ~~June~~December 3031, 2014, primarily due to ~~the closing of the Archway Acquisition for $127.0 million, the closing of the CSD Acquisition for $96.4 million and~~ capital expenditures of $379.49 million, primarily related to ~~additions to our private delivery fleet,~~ facility improvements, and additional information technology investments.

Discontinued operations

There was no cash impact stemming from investing activities from discontinued operations for the nine months ended June 30, 2015. Net cash used in investing activities from discontinued operations for the nine months ended June 30, 2014 was $0.5 million due to additions to the private delivery fleet.

Cash flows from financing activities

Financing activities used $6583.4 million of cash for the ~~nine~~three months ended ~~June~~December 3031, 2015, primarily as a result of the ~~purchase~~$29.6 ofmillion ~~the~~Excess ~~remaining~~Cash ~~equity~~Flow ~~interest~~payment inon ~~Nexeo~~the ~~Plaschem~~Term ~~for~~Loan ~~$34.3~~Facility ~~million. In~~and ~~addition, financing activities included~~ net payments on the ABL Facility of $1556.3 million, partially offset by net ~~payments~~borrowings of $103.70 million on short-term lines of credit available to Nexeo Plaschem~~, and payments under the Term Loan Facility of $5~~.~~0 million.~~

Financing activities provided $288.4 million of cash for the nine months ended June 30, 2014, primarily as a result of the new term loan proceeds of $169.2 million, net borrowings on the ABL Facility of $176.5 million and net borrowings of $5.3 million on short-term lines of credit available to Nexeo Plaschem. Proceeds from borrowings were partially offset by the purchase of the additional 20% interest in Nexeo Plaschem for $55.9 million and the quarterly installments on the Term Loan Facility of $4.6 million.41

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Financing activities provided $17.0 million of cash for the three months ended December 31, 2014, primarily as a result of net borrowings on the ABL Facility of $57.0 million. Proceeds from borrowings were partially offset by the purchase of the remaining equity interest in Nexeo Plaschem for $34.3 million and net payments of $4.1 million on short-term lines of credit available to Nexeo Plaschem.

Contractual Obligations and Commitments

As of ~~June~~December 3031, 2015, amounts due under our contractual commitments ~~are~~were as follows:

	Payments Due by Period
Contractual Obligations	Less than 1 Year		1-3 Years		4-5 Years		More ~~than~~than5 5 Years		Total
Short-term and long-term debt obligations (1)	$	4337.45	$	~~726~~806.0	$	~~175.0~~—	$	—	$	~~944~~843.45
Estimated interest payments on long-term debt obligations (2)	4948.67		7246.47		~~7.4~~—		—		~~129~~95.4
Capital lease obligations (3)	5.78		11.26		11.1		1918.52		4746.57
Operating lease obligations (4)	1716.12		22.52		12.95		10.6		6361.15
Purchase obligations (5)	12.3		—0.9		—		—		1.3.2
Management and consulting services obligations (6)	3.0		6.0		6.0		—		15.0
Other long-term liabilities reflected on the balance sheet (7)	—		—		—		12.15		12.15
Total	$	~~120~~113.15	$	~~838~~893.14	$	~~212~~29.46	$	31.23	$	1,~~201~~067.8

(1) Short-term obligations primarily include ~~(i)~~ the payment of $3637.65 million outstanding under credit facilities available to Nexeo Plaschem ~~and (ii) principal installment payments under our Term Loan Facility~~. Long-term debt obligations include: (i) the payment of ~~our~~ $~~175~~159.02 million in outstanding principal on the Notes, (ii) the payment of $8429.02 million in outstanding principal (as of ~~June~~December 3031, 2015) under our ABL Facility and (iii) the payment of $~~648~~617.86 million in outstanding principal under our Term Loan Facility. See Note 9 to our condensed consolidated financial statements.

(2) Estimated interest payments include cash interest payments and estimated commitment fees on long-term debt obligations. Variable rate interest payments were estimated using interest rates as of ~~June~~December 3031, 2015 held constant to maturity.

(3) ~~Represents~~Capital lease obligations represent future payments on capital lease ~~obligations.~~agreements, ~~Includes~~including ~~total~~lease payments on ~~the~~all ~~seven-year~~tractors ~~capital~~under ~~lease~~the agreement entered into with Ryder in May 2015. NoThe amounts ~~have~~above ~~been~~include ~~reflected~~executory incosts ~~our~~of ~~financial~~$2.1 ~~statements~~million asper ~~of June 30~~year, ~~2015~~for ~~related~~aggregate toexecutory ~~the~~costs ~~Ryder~~totaling ~~Lease~~$14.3 asmillion. weAdditionally, ~~had~~the ~~not~~amounts ~~taken~~include ~~delivery~~decreasing ofannual ~~any~~interest ~~vehicles~~payments ~~under~~ranging ~~the~~from ~~Ryder Lease as of June 30, 2015~~$1.3 ~~Delivery~~million ~~of the vehicles is anticipated~~ to ~~begin~~$0.5 ~~during~~million, ~~the~~for ~~fourth~~aggregate ~~quarter~~interest ofpayments ~~fiscal~~totaling ~~year~~$6.1 ~~2015 and be completed early during the first quarter of fiscal year 2016~~million. We are permitted to terminate the lease of an individual vehicle on the anniversary of its delivery date, provided that certain conditions are met. In the event we terminate the lease of an individual vehicle in accordance with the terms of the Ryder Lease, we may elect to purchase the individual vehicle at a predetermined residual value or return the vehicle to Ryder, subject to an adjustment based on the then-current market value of the individual vehicle. See ~~Note~~Notes 76 and 9 to our condensed consolidated financial statements.


⁽⁴⁾	Operating lease obligations represent payments for a variety of facilities and equipment under non-cancellable operating lease agreements, including office buildings, transportation equipment, warehouses and storage facilities and other equipment.

(5) Purchase obligations are related to (i) certain IT-related contracts, (ii) non-cancellable equipment orders and (iiiii) estimated obligation costs to relocate employees or new hires in various U.S. locations, primarily in The Woodlands, Texas. The relocations are assumed to be completed within one year, although it is not practicable to establish definite completion dates for each employee’'s relocation.

(6) Management and consulting services obligations represent recurring minimum fees paid for services under management and consulting services agreements with certain related parties, including TPG. These related parties are paid management and consulting fees in connection with providing management and strategic consulting services. The amounts in the table above reflect minimum annual fees totaling $3.0 million per year for the next five years. See Note 1514 to our condensed consolidated financial statements.


⁽⁷⁾	Includes long-term liabilities under certain employee benefit obligations.

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Off Balance Sheet Arrangements

We had no off balance sheet arrangements, as defined in Item 303(a) (4) (ii) of Regulation S-K, at ~~June~~December 3031, 2015.

Recent Accounting Pronouncements

See Note 2 to our condensed consolidated financial statements.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Commodity and Product Price Risk

Our business model is to buy and sell products at current market prices in quantities approximately equal to estimated customer demand. Energy costs are a significant component of raw materials that are included in our product costs. Rising or volatile raw material prices for our suppliers, especially those of hydrocarbon derivatives, may cause our costs to increase or may result in volatility in our profitability. Although we do not speculate on changes in the prices of the products we sell, because we maintain inventories in order to serve the needs of our customers, we are subject to the risk of reductions in market prices for products we hold in inventory. We do not use derivatives to manage our commodity price risk because of the large number of products we sell and the large variety of raw materials used in the production of those products. Inventory management practices are focused on managing product price risk by generally purchasing our inventories via our ERP system which helps us forecast customer demand based on historical practices. Global inventory balances can fluctuate based on variations in regional customer demand forecasts. We collaborate directly with customers in all regions to enhance the ongoing accuracy of these forecasts in order to reduce the number of days sales held in inventories, as well as lower the amount of any slow moving and older inventories. In addition, we are generally able to pass on price increases to our customers, subject to market conditions, such as declining or otherwise volatile market prices for feedstocks, the presence of competitors in particular geographic and product markets and prevailing pricing mechanisms in customer contracts. We believe that these risk management practices ~~significantly~~ reduce our exposure to changes in product selling prices or costs; however, significant unanticipated changes in market conditions or commodity prices could ~~still~~ adversely affect our results of operations, ~~and~~ financial condition and cash flows, as the prices of the products we purchase and sell are volatile.

Credit Risk

We are subject to the risk of loss arising from the credit risk related to the possible inability of our customers to pay for the products we resell and distribute to them. We attempt to limit our credit risk by monitoring the creditworthiness of our customers to whom we extend credit and establish credit limits in accordance with our credit policy. We perform credit evaluations on substantially all customers requesting credit. With the exception of Nexeo Plaschem’'s operations, we generally do not require collateral with respect to credit extended to customers,; however, we will not extend credit to customers for whom we have substantial concerns and will deal with those customers on a cash basis. Nexeo Plaschem offers billing terms that allow certain customers to remit payment during a period of time ranging from 30 days to nine months. These notes receivables ($54.58 million at ~~June~~December 3031, 2015) are supported by banknotes issued by large banks in China on behalf of these customers.

We typically have limited risk from a concentration of credit risk as no individual customer represents greater than 5.0% of the outstanding accounts receivable balance.

We are generally exposed to the default risk of the counterparties with which we transact our interest rate swaps. We attempt to manage this exposure by entering into these agreements with investment-grade counterparties or based on the specific credit standing of the counterparty. At ~~June~~December 3031, 2015, our interest rates swaps were in a liability position; accordingly, there is no default risk associated with these counterparties and no consideration of a credit valuation adjustment has been necessary.

Interest Rate Risk

Interest rate risks can occur due to changes in market interest rates. This risk results from changes in the fair values of fixed-interest rate financial instruments or from changes in the cash flows of variable-interest rate financial instruments. The optimal structure of variable and fixed interest rates is determined as part of interest rate risk management. It is not possible to simultaneously minimize both kinds of interest rate risk. We take steps to manage our exposure to interest rate risk in part by entering into interest rate swap agreements as described under "Fair Value Measurements" below. Also see Note 10 to our condensed consolidated financial statements.

Borrowings under our ABL Facility bear interest at a variable rate, which was a weighted average rate of 2.2% for the nine months ended June 30, 2015. For each $100.0 million drawn on the ABL Facility, a 100 basis point increase in the interest rate would result in a $1.0 million increase in annual interest expense.43

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Borrowings under our ~~Term~~ABL ~~Loan~~ Facility bear interest at a variable rate, which was ana weighted average rate of 52.03% for the ~~nine~~three months ended ~~June~~December 3031, 2015. ~~The~~For ~~current~~each ~~LIBOR interest rate index is below the floor value of 1~~$100.5%0 ~~established~~million indrawn ~~the agreement. Changes in market interest rates will have no effect~~ on ~~interest expense until such time as~~ the ~~interest~~ABL ~~rate index increases above the floor value~~Facility, ~~which~~a ~~would currently require an increase of approximately 125 basis points. Were that to occur, an additional~~ 100 basis point increase in the interest rate would result in ana ~~increase of~~ $61.50 million increase in annual interest expense ~~based on the Term Loan Facility balance at June 30, 2015~~.

Borrowings under our Term Loan Facility bear interest at a variable rate, which was an average of 5.0% for the three months ended December 31, 2015. The current LIBOR interest rate index is below the floor value of 1.5% established in the agreement. Changes in market interest rates will have no effect on interest expense until such time as the interest rate index increases above the floor value, which would currently require an increase of approximately 89 basis points. Were that to occur, an additional 100 basis point increase in the interest rate would result in an increase of $6.2 million in annual interest expense based on the Term Loan Facility balance at December 31, 2015.

Fair Value Measurements

We are a party to interest rate swap agreements of varying expiration dates to help manage our exposure to interest rate risk related to our variable interest rate Term Loan Facility (the variable interest rate is subject to a floor of 1.5%). As of ~~June~~December 3031, 2015, the notional amount of outstanding interest rate swap agreements was $200.0 million. The interest rate swaps are accounted for as cash flow hedges. Accordingly, gains or losses resulting from changes in the fair value of the swaps are recorded in other comprehensive income to the extent that the swaps are effective as hedges. Gains or losses resulting from changes in the fair value applicable to the ineffective portion, if any, are reflected in income. Gains or losses recorded in other comprehensive income are generally reclassified into and recognized in income when the related interest expense on the Term Loan Facility is recognized. During the ~~nine~~three months ended ~~June~~December 3031, 2015, we reclassified into income and recognized a realized loss on the interest rate swaps of $0.42 million, which was recorded in interest expense. During the ~~nine~~three months ended ~~June~~December 3031, 2015, we recorded an unrealized gain on the interest rate swaps (net of reclassifications into income) of $0.1 million, which was recorded in other comprehensive income. As of ~~June~~December 3031, 2015, $0.43 million in unrealized losses were expected to be realized and recognized in income within the next twelve months.

At ~~June~~December 3031, 2015, the estimated fair value of our derivative liabilities was:

											2021 and		Total Fair
Sources of Fair Value	2016		2017		2018		2019		2020		Thereafter		Value
Interest Rate:
Prices actively quoted (Level 1)	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Prices provided by other external sources (Level 2)	0.43		~~0.1~~—		—		—		—		—		0.53
Prices based on models and other valuation methods (Level 3)	—		—		—		—		—		—		—
Total interest rate	$	0.43	$	~~0.1~~—	$	—	$	—	$	—	$	—	$	0.53

For further discussion of how we determine these fair values, see Note 1211 to our condensed consolidated financial statements.

Foreign Currency Risk

We may be adversely affected by foreign exchange rate fluctuations since we conduct our business on an international basis in multiple currencies. ~~While~~A ~~the reporting currency of our condensed consolidated financial statements is the U.S. dollar, a substantial~~ portion of our sales and ~~purchase~~costs ~~transactions~~of sales are denominated in ~~other~~ currencies~~. Fluctuations~~ inother ~~exchange~~than ~~rates~~the ~~could~~functional ~~significantly~~currency ~~affect~~of our ~~reported~~subsidiaries ~~results~~exposing ~~from~~us ~~period~~ to ~~period~~currency transaction risk. Additionally, asbecause we ~~translate~~report ~~the~~our consolidated results ofin ~~these transactions into~~ U.S. dollars~~. Additionally~~, ~~certain~~the results of ~~our~~operations ~~subsidiaries'~~and ~~sales~~the ~~and~~financial ~~purchase~~position ~~transactions~~of our local international operations, which are ~~denominated~~generally reported in the relevant local currencies, ~~other~~are ~~than~~then ~~their~~translated ~~functional~~into ~~currency~~U. ~~Furthermore,~~S. adollars ~~significant~~at ~~portion~~the ofapplicable ~~Nexeo~~exchange ~~Plaschem’s~~rates ~~total~~for ~~borrowings~~inclusion ~~are~~in ~~denominated~~our incondensed ~~U.S.~~consolidated ~~dollars~~financial statements, exposing us to currency translation risk. We currently do not utilize financial derivatives to manage our foreign currency risk, but we will continue to monitor our exposure to foreign currency risk, employ operational strategies where practical and may consider utilizing financial derivatives in the future to mitigate losses associated with these risks.

Included in our condensed consolidated results of operations for the nine months ended June 30, 2015 is a $0.9 million net loss related to foreign exchange rate fluctuations. During the nine months ended June 30, 2015, the most significant currency exposures were to the RMB and the CAD versus the U.S. dollar, and the Russian ruble to the Euro. The average exchange rates during the current period for these currencies fluctuated to various degrees from their respective values at September 30, 2014, but such fluctuations did not exceed approximately 9% except for the Russian ruble exchange rate, which weakened in excess of 20% versus the Euro. Assuming the same directional variation as occurred during the nine months ended June 30, 2015, a hypothetical 10.0% weakening/strengthening in the value of the RMB and the CAD relative to the value of the U.S. dollar and the value of the Russian ruble relative to the Euro from September 30, 2014 levels could have generated a net loss/gain of $7.3 million in our condensed consolidated statement of operations for the nine months ended June 30, 2015.44

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Included in our condensed consolidated results of operations for the three months ended December 31, 2015 is a $0.5 million net loss related to foreign exchange rate fluctuations. During the three months ended December 31, 2015, the most significant currency exposures were to the RMB, the CAD and the Mexican peso versus the U.S. dollar, and the Russian ruble versus the Euro. These currencies experienced positive and negative fluctuations throughout the period, with the U.S. dollar strengthening towards the end of the period compared to the RMB, the CAD and Mexican peso. In addition, the Russian ruble continued to weaken against the Euro during the current period. These fluctuations generated foreign exchange gains in our Canadian subsidiary and foreign exchange losses in our Chinese, Mexican and Russian subsidiaries. Assuming the same directional variations as occurred during the three months ended December 31, 2015, a hypothetical 10.0% weakening/strengthening in the value of the Mexican peso, RMB and the CAD relative to the value of the U.S. dollar and the value of the Russian ruble relative to the Euro from September 30, 2015 levels could have generated a net loss/gain of $1.7 million in our condensed consolidated statement of operations for the three months ended December 31, 2015.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to ensure that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based on the evaluation performed, our management, including the principal executive officer and principal financial officer, concluded that the disclosure controls and procedures were effective as of ~~June~~December 3031, 2015.

Changes in Internal Control over Financial Reporting

During the most recent fiscal quarter covered by this Quarterly Report on Form 10-Q, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

We are not currently a party to any legal proceedings that, if determined adversely against us, individually or in the aggregate, would have a material adverse effect on our financial position, results of operations or cash flows.

In July 2014, Ashland filed a lawsuit styled and numbered Ashland Inc. v. Nexeo Solutions, LLC, Case No. N14C-07-243 ~~WCC~~JTV CCLD, in the Superior Court for the State of Delaware in and for New Castle County. In the suit, Ashland seeks a declaration that we are obligated to indemnify Ashland for losses Ashland incurs pertaining to Other Retained Remediation Liabilities, up to the amount of a $5.0 million deductible, which Ashland contends applies pursuant to the Ashland Distribution Acquisition purchase agreement (the "ADA Purchase Agreement"). Ashland further alleges that we have breached duties related to that ~~purchase~~ agreement by not having so indemnified Ashland tofor ~~date~~amounts ~~with~~Ashland ~~respect~~has toincurred ~~costs~~ for ~~certain~~ Other Retained Remediation Liabilities ~~Ashland~~at ~~incurred pertaining to~~ sites atwhere ~~which~~ Ashland disposed of ~~waste~~wastes prior to the Ashland Distribution Acquisition, and on that basis seeks unspecified compensatory damages, costs and attorney’'s fees. We disagree with Ashland’'s ~~interpretation~~construction of the ~~purchase~~ADA ~~agreement~~Purchase Agreement and are vigorously defending the lawsuit.

In April and November 2011, two local unions each filed an unfair labor practice charge against us with the National Labor Relations Board ("NLRB"), alleging that we should be considered a successor of Ashland and, as such, we were obligated to bargain to agreement or impasse with the unions before changing the employment terms that were in effect before commencing operations, including continuing to cover employees under the union-affiliated multi-employer pension plans in which the employees participated as employees of the Distribution Business. In November 2011, the NLRB filed a complaint against us with respect to both cases, and a consolidated hearing was held before an administrative law judge in April and May of 2012. On June 28, 2012, the NLRB administrative law judge found substantially in our favor, holding that we were not obligated to continue to cover employees in the multi-employer pension plans. The matter is now before the NLRB for consideration by the board. We have reached a settlement with one of the unions resulting in a collective bargaining agreement that keep the employees in our 401(K) ~~Plan~~plan. The NLRB ~~has~~ approved that settlement and, in May of 2014, dismissed the case with respect to that local union. In the remaining case, the assertions against us primarily relate to the claim that we are obligated to continue to cover employees under the union-affiliated multi-employer pension plans in which the employees participated as employees of the Distribution Business. The case does not include a request for a specific dollar amount of damages in the applicable claims. In the event this case continues, we intend to vigorously challenge the allegations,; however, no assurances can be given to the outcome of this remaining, pending complaint. Regardless, we do not believe this case could have a material adverse effect on our business, financial condition or results of operations.

In June 2014, we self-disclosed to the California Department of Toxic Substance Control ("DTSC") that a recent inventory of our Fairfield facility had revealed potential violations of RCRA and the California Health and Safety Code. Although no formal proceeding has been initiated, we expect the DTSC to seek payment of fines or other penalties for non-compliance. We do not expect the amount of any such fine or penalty to have a material adverse effect on our business, financial position or results of operations.

We expect that, from time to time, we may be involved in lawsuits, investigations and claims arising out of our operations in the ordinary course of business.

Item 1A. Risk Factors

We are subject to certain risks and hazards due to the nature of the business activities we conduct. For a discussion of these risks, see "Item 1A. Risk Factors" to Part 1I of our Annual Report on Form 10-K for the year ended September 30, ~~2014~~2015. The risks described in our Annual Report on Form 10-K could materially and adversely affect our business, financial condition, cash flows and result of operations. There have been no material changes to the risk factors described in our Annual Report on Form 10-K. We may experience additional risks and uncertainties not currently known to us; or, as a result of developments occurring in the future, conditions that we currently deem to be immaterial may also materially and adversely affect our business, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities And Use of Proceeds

We are a privately held company, and there is no established public trading market for our membership interests. During the ~~nine~~three months ended ~~June~~December 3031, 2015, we did not sell any unregistered securities.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Nexeo Solutions Holdings , LLC
August 13, 2015	By:	/s/ Ross J. Crane
February 12, 2016	By:	/s/ Ross J. Crane
		Ross J. Crane
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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Exhibit Index

Exhibit Number		Description
3.1		Certificate of Formation of TPG Accolade Holdings, LLC (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on March 2, 2012 (File No. 333-179870)).
3.2		Certificate of Amendment of TPG Accolade Holdings, LLC (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on March 2, 2012 (File No. 333-179870)).
3.3		Amended & Restated Limited Liability Company Agreement of Nexeo Solutions Holdings, LLC (incorporated by reference to Exhibit 3.9 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on March 2, 2012 (File No. 333-179870)).
3.4		First Amendment to Amended & Restated Limited Liability Company Agreement of Nexeo Solutions Holdings, LLC (incorporated by reference to Exhibit 3.10 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on March 2, 2012 (File No. 333-179870)).
3.5		Second Amendment to Amended & Restated Limited Liability Company Agreement of Nexeo Solutions Holdings, LLC (incorporated by reference to Exhibit 3.11 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on March 2, 2012 (File No. 333-179870)).
3.6		Third Amendment to Amended & Restated Limited Liability Company Agreement of Nexeo Solutions Holdings, LLC (incorporated by reference to Exhibit 3.6 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 19, 2012 (File No. 333-179870-02)).
3.7		Fourth Amendment to Amended and Restated Limited Liability Company Agreement of Nexeo Solutions Holdings, LLC (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2013 (File No. 333-179870-02)).
10.1†		Vehicle Operating and Service Agreement dated May 22, 2015 by and between Ryder Truck Rental, Inc., d/b/a Ryder Transportation Services, and Nexeo Solutions, LLC
10.2†		Amendment to Vehicle Operating and Service Agreement dated May 22, 2015 by and between Ryder Truck Rental, Inc., d/b/a Ryder Transportation Services, and Nexeo Solutions, LLC
31.1†		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1†		Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1††		Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		Interactive data files pursuant to Rule 405 of Regulation S-T.

† Filed herewith.

†† Furnished herewith.

* Pursuant to Rule 406T of Regulation S-T, the interactive data files included in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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