10-12B/A

As filed with the Securities and Exchange Commission on August 16, 2016

File No. 001-37774

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2
To
Form 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934

AdvanSix Inc.
(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	81-2525089 (I.R.S. Employer Identification Number)
115 Tabor Road Morris Plains, NJ (Address of Principal Executive Offices)	07950 (Zip Code)

Registrant’s telephone number, including area code:
(973) 455-2000

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered	Name of Each Exchange on Which Each Class is to be Registered
Common Stock, par value $0.01	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:
None.

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 Securities Exchange Act of 1934.

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

AdvanSix Inc.
Information Required in Registration Statement
Cross-Reference Sheet Between the Information Statement and Items of Form 10

This Registration Statement on Form 10 incorporates by reference information contained in our Information Statement filed as Exhibit 99.1 to this Form 10.

Item No.	Caption	Location in Information Statement
1.	Business	See “Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Spin-Off,” “Capitalization,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Where You Can Find More Information”
1A.	Risk Factors	See “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements”
2.	Financial Information	See “Risk Factors,” “Capitalization,” “Selected Historical Combined Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
3.	Properties	See “Business—Properties”
4.	Security Ownership of Certain Beneficial Owners and Management	See “Security Ownership of Certain Beneficial Owners and Management”
5.	Directors and Executive Officers	See “Management”
6.	Executive Compensation	See “Management” and “Compensation Discussion and Analysis”
7.	Certain Relationships and Related Transactions, and Director Independence	See “Risk Factors,” “Management” and “Certain Relationships and Related Party Transactions”
8.	Legal Proceedings	See “Business—Legal and Regulatory Proceedings”
9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder Matters	See “The Spin-Off,” “Dividend Policy,” “Security Ownership of Certain Beneficial Owners and Management” and “Description of Our Capital Stock”
10.	Recent Sales of Unregistered Securities	See “Description of Our Capital Stock”
11.	Description of Registrant’s Securities to be Registered	See “Description of Our Capital Stock”
12.	Indemnification of Directors and Officers	See “Description of Our Capital Stock” and “Certain Relationships and Related Party Transactions—Agreements with Honeywell—Separation and Distribution Agreement”
13.	Financial Statements and Supplementary Data	See “Selected Historical Combined Financial Data” and “Index to Combined Financial Statements” and the financial statements referenced therein

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Item No.	Caption	Location in Information Statement
14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	None
15.	Financial Statements and Exhibits	(a) Combined Financial Statements
		See “Index to Combined Financial Statements” and the financial statements referenced therein
		(b) Exhibits
		See the Exhibit Index of this Registration Statement on Form 10

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to its Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.

AdvanSix Inc.
By:	/s/ Erin N. Kane
	Name:	Erin N. Kane
	Title:	Chief Executive Officer

Dated: August 16, 2016

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EXHIBIT INDEX

Exhibit Number	Exhibit Description
2.1	Form of Separation and Distribution Agreement between Honeywell International Inc. and AdvanSix Inc.**††
3.1	Form of Amended and Restated Certificate of Incorporation of AdvanSix Inc.††
3.2	Form of Amended and Restated By-laws of AdvanSix Inc.††
10.1	Form of Transition Services Agreement between Honeywell International Inc. and AdvanSix Inc.
10.2	Form of Tax Matters Agreement between Honeywell International Inc. and AdvanSix Inc.
10.3	Form of Employee Matters Agreement between Honeywell International Inc. and AdvanSix Inc.
10.4	Amended and Restated Caprolactam and Polymer Supply Agreement dated as of April 1, 2013, by and between Honeywell Resins & Chemicals LLC and Shaw Industries Group, Inc.***††
10.5	First Amendment to the Amended and Restated Caprolactam and Polymer Supply Agreement dated as of July 18, 2013, by and between Honeywell Resins & Chemicals LLC and Shaw Industries Group, Inc.***††
10.6	Second Amendment to the Amended and Restated Caprolactam and Polymer Supply Agreement dated as of November 15, 2013, by and between Honeywell Resins & Chemicals LLC and Shaw Industries Group, Inc.***††
10.7	Third Amendment to the Amended and Restated Caprolactam and Polymer Supply Agreement dated as of December 12, 2014, by and between Honeywell Resins & Chemicals LLC and Shaw Industries Group, Inc.***††
10.8	Fourth Amendment to the Amended and Restated Caprolactam and Polymer Supply Agreement dated as of January 13, 2016, by and between Honeywell Resins & Chemicals LLC and Shaw Industries Group, Inc.***††
10.9	Offer of Employment Letter between Honeywell International Inc. and Erin N. Kane, dated April 19, 2016.††
10.10	Offer of Employment Letter between Honeywell International Inc. and Jonathan Bellamy, dated May 16, 2016.††
10.11	Offer of Employment Letter between Honeywell International Inc. and Michael Preston, dated May 13, 2016.††
10.12	Offer of Employment Letter between Honeywell International Inc. and John M. Quitmeyer, dated May 25, 2016.††
10.13	Form of Colonial Heights, VA Site Sharing and Services Agreement between Honeywell International Inc. and AdvanSix Resins & Chemicals LLC.
10.14	Form of Chesterfield, VA Site Sharing and Services Agreement between Honeywell International Inc. and AdvanSix Resins & Chemicals LLC.
10.15	Form of Pottsville, PA Site Sharing and Services Agreement between Honeywell International Inc. and AdvanSix Resins & Chemicals LLC.*
21.1	List of subsidiaries of AdvanSix Inc.*
99.1	Preliminary Information Statement of AdvanSix Inc., subject to completion, dated August 16, 2016.
99.2	Pertinent pages from Honeywell International Inc.’s Proxy Statement, dated March 10, 2016, filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934.†
99.3	Pertinent pages from the Annual Report of Honeywell International Inc. on Form 10-K for the fiscal year ended December 31, 2015, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.†

* To be filed by amendment.

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**	Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission on a confidential basis upon request.
***	Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the Securities and Exchange Commission.
†	Previously filed on May 12, 2016.
††	Previously filed on July 25, 2016.

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EX-10.1

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of            , 2016 (the “Effective Date”), by and between AdvanSix Inc., a Delaware corporation (“AdvanSix”), on behalf of itself and the other members of the AdvanSix Group, and Honeywell International Inc., a Delaware corporation (“Honeywell”), on behalf of itself and the other members of the Honeywell Group. AdvanSix and Honeywell shall collectively be referred to as the “Parties,” and each individually a “Party.” Each Party or any member of its Group providing services or occupancy rights hereunder shall be a “Provider,” and each Party or any member of its Group receiving services or occupancy rights hereunder shall be a “Recipient.” The term the “Business” as used herein shall mean either the AdvanSix Business or the Honeywell Business, as applicable. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Separation Agreement (as defined below).

WHEREAS, in connection with the contemplated Spin-Off of AdvanSix and concurrently with the execution of this Agreement, Honeywell and AdvanSix are entering into a Separation and Distribution Agreement (the “Separation Agreement”);

WHEREAS, following the Spin-Off, each Party desires to provide to the other, and to receive from the other, certain services, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

SERVICES

SECTION 1.01. Services to be Provided to the AdvanSix Group.

(a) In General.

(i) Commencing immediately after the Distribution, and in accordance with the terms and conditions of this Agreement, Honeywell shall provide, or shall cause the applicable members of the Honeywell Group to provide, to AdvanSix or the applicable members of the AdvanSix Group in connection with

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the conduct of the AdvanSix Business the services described on Schedule A hereto (the “AdvanSix Services”).

(ii) Honeywell may, in its sole discretion and without any written notice to AdvanSix engage, or cause the applicable members of the Honeywell Group to engage, one or more parties (including any third parties) to provide some or all of the AdvanSix Services; provided that (x) Honeywell shall be responsible for the performance or non-performance of any such parties and (y) such parties agree in writing to be bound by confidentiality provisions at least as restrictive to them as the terms of Section 6.01 of this Agreement.

(iii) Commencing immediately after the Distribution, and in accordance with the terms and conditions of this Agreement, Honeywell shall, and shall cause the applicable members of the Honeywell Group to, pay, perform, discharge and satisfy, as and when due, its and their respective obligations as Recipients under this Agreement.

SECTION 1.02. Services to be Provided to the Honeywell Group.

(a) In General.

(i) Commencing immediately after the Distribution, and in accordance with the terms and conditions of this Agreement, AdvanSix shall provide, or shall cause the applicable members of the AdvanSix Group to provide, to Honeywell or the applicable members of the Honeywell Group in connection with the conduct of the Honeywell Business the services described on Schedule B hereto (the “Honeywell Services” and, together with the AdvanSix Services, the “Services”).

(ii) AdvanSix may, in its sole discretion and without any written notice to Honeywell engage, or cause the applicable members of the AdvanSix Group to engage, one or more parties (including any Affiliates of the AdvanSix Group or any third parties) to provide some or all of the Honeywell Services; provided, that (x) AdvanSix shall be responsible for the performance or non-performance of any such parties and (y) such parties agree in writing to be bound by confidentiality provisions at least as restrictive to it as the terms of Section 6.01 of this Agreement.

(iii) Commencing immediately after the Distribution, and in accordance with the terms and conditions of this Agreement, AdvanSix shall, and shall cause the applicable members of the AdvanSix Group to, pay, perform, discharge and satisfy, as and when due, its and their respective obligations as Recipients under this Agreement.

SECTION 1.03. Service Coordinators. Honeywell and AdvanSix shall each nominate a representative to act as the primary contact person with respect to the performance of the Services (each, a “Service Coordinator”). Unless otherwise agreed upon by the Parties, all communications relating to this Agreement and to the Services

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provided hereunder shall be directed to the Service Coordinators. On or prior to the Distribution Date, each Party shall provide to the other Party the name and relevant contact information for each respective Party’s initial Service Coordinators. Either Party may replace its Service Coordinator at any time by providing notice in accordance with Section 11.01 of this Agreement. The Service Coordinators will consult and coordinate with each other on a regular basis and no less frequently than monthly during the term of this Agreement.

SECTION 1.04. Standard of Performance. (a) Each Provider shall (and shall cause any party performing the Services on its behalf to) (i) perform its Services in compliance with applicable Law and (ii) use commercially reasonable efforts, skill and judgment in providing its Services hereunder, in a manner consistent with past practice up to one year prior to the Distribution Date (the standards identified in the preceding subclauses (i) and (ii), collectively the “Service Standards”). If the Provider has not provided such Services (or substantially similar services) during the one year prior to the Distribution Date, then the Services shall be performed in a competent and professional manner consistent with industry standards. The Services shall be used solely for the operation of the applicable Business for substantially the same purpose as used by the applicable Recipient immediately prior to the Distribution Date.

(b) Subject to Section 3.04, in the event of a material failure (the “Material Failure”) of a Provider to perform any of its Services in accordance with the Service Standards, the applicable Recipient will provide the Provider with written notice of such Material Failure, and the Provider will use commercially reasonable efforts to remedy such failure as soon as reasonably possible from the date of such notice. Without prejudice to the foregoing, if the Provider is not able to remedy a Material Failure within thirty (30) days of its receipt of written notice that a Material Failure has occurred, the dispute resolution procedures set forth in Section 11.10(a) will apply; provided, however, that in the event that the Executive Committee (as such term is defined in Section 11.10(a)) is unable to resolve the Dispute in accordance with Section 11.10(a), then the Recipient may obtain replacement services and the Provider shall pay the reasonable out-of-pocket cost of any such replacement services, less the amount the Recipient would have paid pursuant to this Agreement for such Services if performed by the Provider. If the Recipient chooses to obtain the replacement services, (i) the Recipient may terminate the affected Services upon notice and the Provider will no longer provide such Services to the Recipient, or (ii) after the Provider remedies the Material Failure, the Recipient may request that the Provider resume providing the affected Services.

SECTION 1.05. Cooperation. (a) Each Party and its Service Providers shall, and shall use commercially reasonable efforts to cause any party performing the Services on their behalf to, cooperate with the other Party and the other members of its Group in all matters relating to the provision and receipt of the Services and to minimize the expense, distraction and disturbance to the other Party’s business, and shall perform all obligations hereunder in good faith and in accordance with principles of fair dealing.

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(b) Each Party and its Recipients will use commercially reasonable efforts to provide information and documentation reasonably required by each Provider to perform the Services, as applicable, in the manner they were provided in the ordinary course prior to the Distribution Date, and will use commercially reasonable efforts to make available, as reasonably requested by each Provider, sufficient resources and timely decisions, approvals and acceptances in order that each Provider may perform its obligations under the Agreement in a timely and efficient manner.

(c) Each Party and its Service Providers shall follow, and shall use commercially reasonable efforts to cause any party performing the services on their behalf to follow, the policies, procedures and practices, including all environmental policies, of the other Party and its Recipients applicable to the Services that are in effect as of the Distribution Date and of which such Party has been reasonably informed.

(d) A failure of any Recipient to act in accordance with this Section 1.05 that prevents any Provider from providing a Service hereunder shall relieve such Provider of its obligation to provide such Service until such time as the failure has been cured; provided, that such Provider has previously notified such Recipient in writing of such failure. Notwithstanding the foregoing, neither Party shall have any obligation to purchase, upgrade, enhance or otherwise modify any computer hardware, software or network environment currently used by such Party in connection with its Business, or to provide any support or maintenance services for any computer hardware, software or network environment that has been upgraded, enhanced or otherwise modified from the computer hardware, software or network environments that are currently used by such Party in connection with its Business.

(e) To the extent that any third-party proprietor of information or software to be disclosed or made available to any Recipient in connection with performance of the Services hereunder requires a specific form of non-disclosure agreement as a condition of its consent to use of the same for the benefit of the Recipient or to permit the Recipient access to such information or software, the Recipient will, as a condition to the receipt of such portion of the Services, execute (and will cause its employees and Affiliates to execute, if required) any such form.

(f) Within the first 45 days following the Distribution Date, the Parties may agree to include within the scope of this Agreement other services that have historically been provided to the AdvanSix Business by the Honeywell Group or the Honeywell Business by the AdvanSix Group, as applicable, in each case that are within the same functional categories as those listed on the Schedules (such services, the “Other Services”). If a Party identifies an Other Service it desires to use, it shall notify the other Party and the Parties shall discuss in good faith the terms under which such Other Services may be provided to the applicable Business by the relevant Group. If the Parties agree to include any Other Service within the scope of this Agreement, such Other Service shall be added to the relevant Schedule and shall be deemed to be a “Service” for all purposes hereunder, and the applicable Provider shall provide it pursuant to the terms of this Agreement. The charges for the Other Service will be determined on a basis consistent

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with the methodology for determining the charges for other Services as provided in Section 4.01 of this Agreement.

SECTION 1.06. Migration Projects. Subject to Section 10.01(b), prior to the end of the applicable Term, each Provider will provide the Recipient, upon written request (the “Project Work Request”), with such reasonable support as may be necessary to migrate the Services to the Recipient’s internal organization or to a third party provider (the “Project Work”), including without limitation exporting and providing (subject to applicable Law) all relevant data and information of the applicable Recipient from the systems of the applicable Provider or any party performing the Services on its behalf; provided, however, for avoidance of doubt, that the Recipient shall bear any portion of the cost of Project Work associated with the setup of such Recipient’s data warehousing infrastructure or hosting environment. After the Provider receives the Project Work Request, the Parties shall meet to discuss and agree on the scope and cost of the Project Work, taking into consideration the Provider’s then-available resources. Where required for migrating the Services, Recipient’s Personnel will be granted reasonable access to the respective facilities of the Provider during normal business hours. Project Work may be out-sourced to external service partners (including those involving conversion programs or other programming, or extraordinary management supervision and/or coordination); provided that the Provider shall be responsible for the performance or non-performance of such partners. Each Party shall pay its internal and third party costs incurred in connection with all Project Work performed by such Party’s Personnel; provided that the Recipient shall bear the costs of all third party providers engaged in completing a Project Work.

SECTION 1.07. The Parties acknowledge that any Provider may make changes from time to time in the manner of performing Services if the Provider is making similar changes in performing the same or substantially similar Services for itself or other members of its Group; provided, however, that, unless expressly contemplated in Schedule A or Schedule B hereto, such changes shall not affect the Fees for such Service payable by the Recipient under this Agreement or decrease the manner, scope, time frame, nature or quality or level of the Services provided to the Recipient, except upon prior written approval of the Recipient.

SECTION 1.08. No Provider shall be authorized by, or shall have any responsibility under, this Agreement to manage the affairs of the business of any Recipient.

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ARTICLE II

REAL ESTATE

SECTION 2.01. Occupancy Rights. Each Provider set forth on Schedule E, with respect to the location set forth on such Schedule opposite such Provider’s name (each, a “Shared Real Property”), hereby grants to the Recipient set forth on such Schedule opposite such Shared Real Property, a limited license for reasonable use and access to the space utilized by such Recipient or any member of its Group in the conduct of the Recipient’s Business as of the Distribution Date, for the sole purpose of transitioning the Recipient’s Business and in accordance with the terms, covenants and conditions of this Article II. The Recipient’s right to use and access the applicable Shared Real Property shall be consistent with the use and access afforded to the Recipient’s Business as of the Distribution Date. The Recipient’s use shall include the right to use the fixtures, improvements and furnishings located within the Shared Real Property consistent with such use as of the Distribution Date.

SECTION 2.02. Use. The Recipient shall use the applicable Shared Real Property (and the furnishings contained therein) for the same purposes as such Shared Real Property is utilized as of the Distribution Date and for no other purpose. The Shared Real Property may be occupied only by the Personnel of the applicable Recipient reasonably required in furtherance of the activities of the Recipient’s Business or the other purposes set forth in this Agreement. The Recipient shall be responsible for pickup and delivery of goods at any common shipping dock at any Shared Real Property, and any shipments shall include proper labeling to distinguish the Recipient’s goods from the Provider’s goods.

SECTION 2.03. License Fee. Each Recipient shall pay a monthly gross license fee for its Shared Real Property as set out on Schedule E (each, a “Monthly License Fee”). The Monthly License Fee for each Shared Real Property shall be payable in advance on or before the first (1st) day of each calendar month of the term of the license. The Monthly License Fee for any period during the respective license term which is for less than one month shall be prorated.

SECTION 2.04. License Term. The license granted under this Article II will be effective as of immediately after the Distribution and will automatically expire at the earlier of (I) the end of the period set forth in Schedule E with respect to each Shared Real Property, or (II) the expiration date of the relevant underlying lease pertaining to each Shared Real Property (in which case the Provider shall provide to the Recipient written notice 30 days prior to such expiration).

SECTION 2.05. Access and Common Areas. Unless otherwise specified on Schedule E, the Recipient (including its Personnel) shall access the applicable Shared Real Property through existing employee entrances designated by the Provider. Access to any other areas (“Other Areas”) in, on or about the applicable Shared Real Property (including conference room(s), break area(s), designated smoking area(s), restroom(s), machine shop(s), shipping/receiving area(s) and cafeteria(s) other than to the extent located within the Shared Real Property) shall be as otherwise designated by the Provider

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in its reasonable discretion. Except as otherwise expressly provided herein, the Recipient shall not access any other areas.

SECTION 2.06. Compliance with Sellers’ Policies. The Recipient shall comply with the Provider’s reasonable policies and procedures, security requirements and rules and regulations with respect to the applicable Shared Real Property and the Recipient’s occupancy of such Shared Real Property. Such policies may be changed from time to time upon reasonable prior notice at the applicable Provider’s sole reasonable discretion.

SECTION 2.07. Insurance. Each Party agrees, during the term of this license, to cause its Recipients under this Article II to carry and maintain (i) commercial general liability insurance with a single combined liability limit of $5,000,000 per occurrence and (ii) workers compensation/employer’s liability insurance with a liability limit of $1,000,000 per occurrence, and in the case of the policies described in clauses (i) and (ii), naming the applicable Provider (and other parties as may be reasonably required) as an additional insured, against liability with respect to accidents occurring on, in or about the applicable Shared Real Property or arising out of the use and occupancy of such Shared Real Property by the Recipient and its Personnel and visitors. All such insurance policies shall contain a waiver of subrogation in the applicable Provider’s favor. The Parties acknowledge that the Providers shall have no responsibility to insure or actively maintain any Recipient’s personal property, including any Recipient’s equipment and trade fixtures, located in the Shared Real Property. Notwithstanding the aforesaid liability limits, said limits shall not diminish or otherwise impact or affect the obligations of the Parties and their Recipients hereunder. The policy(s) maintained by the applicable Recipient shall be issued by a company licensed to do business in the country where the Shared Real Property is located and the applicable Recipient shall deposit a certificate evidencing the same with the applicable Provider on or before the Effective Date. During the term of the license granted in Section 2.01, the applicable Providers under this Article II shall maintain insurance policies for the Shared Real Property as in effect as of the Effective Date.

SECTION 2.08. Surrender. Upon the expiration or termination of the license granted under this Article II, each Recipient shall, at its sole cost and expense, (i) remove their personal property, equipment, trade fixtures and other goods and effects, and repair any damage to the Shared Real Property resulting from such removal, and (ii) otherwise quit and deliver up the Shared Real Property peaceably and quietly and in as good order and condition as the same were in on the Distribution Date, reasonable wear and tear, damage by fire and the elements excepted. In the event any Recipient fails to repair and perform the aforementioned facilities restoration and otherwise deliver the Shared Real Property as set forth above, the Provider or any member of its Group shall have the right to make said reasonable repairs and reasonably perform such facilities restoration, charge such Recipient or any member of its Group the reasonable costs of such repairs and restoration, and such Recipient or any member of its Group shall reimburse the Provider or the member of its Group, as applicable, within thirty (30) days of receipt of invoice. Any property left in the Shared Real Property after the expiration

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or termination of the license granted under this Article II shall be deemed to have been abandoned and the property of the Providers to dispose of as the Providers deem expedient and at the sole cost and expense of the Recipients.

SECTION 2.09. License Rights. The rights granted herein in favor of each Recipient are in the nature of a license and shall not create any leasehold or other estate or possessory rights in Shared Real Property, and if the license granted under this Article II expires or is terminated, the Recipient shall vacate the Shared Real Property, and any occupancy or activity of the Recipient thereafter in the Shared Real Property shall be considered a trespass.

SECTION 2.10. Relocation. Each Provider shall have the right, at its cost, to relocate the applicable Recipient to other area(s) of each Shared Real Property by providing the Recipient reasonable advance notice, provided that such relocation does not reduce the rights of the Recipient or increase the obligations of the Recipient under this Agreement or unreasonably interrupt the day-to-day operations of the Recipient’s Business.

SECTION 2.11. Alterations. The Recipient shall not make any alterations, additions or improvements to the Shared Real Property.

SECTION 2.12. Controlling Provisions. In the event of a conflict between the terms of this Article II and any other provision in this Agreement with regard to the right to use the Shared Real Property specified in this Article II, the terms of Article II shall control. In the event of a conflict between the terms of this Agreement and the terms set forth on Schedule E attached hereto, the terms of Schedule E shall control.

ARTICLE III

LIMITATIONS

SECTION 3.01. General Limitations. Unless expressly provided otherwise herein: (i) the Providers shall be required to provide the Services hereunder only to the extent that such Services were provided to the applicable Business in the ordinary course prior to the Distribution Date and (ii) the Services provided by the Providers hereunder shall be available only for the purposes of conducting the applicable Business. Notwithstanding anything to the contrary in this Agreement, no Provider will be required to perform or cause to be performed any of the Services for the benefit of any other person other than the applicable Recipient or a member of such Recipient’s Group.

SECTION 3.02. Third-Party Limitations. (a) Nothing in this Agreement shall be deemed to require the provision of any Service by any Provider to any Recipient if the provision of such Service requires the consent, waiver or approval from, or notification to, any third party (including a Governmental Authority), whether under applicable Law, by the terms of any contract to which such Provider or other member of its Group is a party or otherwise, unless and until such consent, waiver or approval has

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been obtained or such notification has been made. Furthermore, each Party acknowledges and agrees that the Services provided by a Provider through third parties or using third party Intellectual Property are subject to the terms and conditions of any applicable agreements between the Provider of such Service and such third parties (such agreements, the “Third Party Agreements”). The Recipient will be responsible for obtaining, and shall pay all costs of obtaining, any consents, waivers or approvals and making any notifications that may be necessary (including under the Third Party Agreements or any new Third Party Agreements) to permit Services to be provided hereunder. Each Provider shall use commercially reasonably efforts to assist the Recipient in obtaining any necessary consent (including any necessary licenses, waivers or approvals and making any necessary notifications) in order to provide such Services under this Agreement (including with respect to the Third Party Agreements or any new Third Party Agreements; it being understood that each Recipient shall only be granted access to Third Party Agreements during the term of this Agreement, and upon expiration of the applicable service term shall procure its own standalone license with the applicable third party provider).

(b) The Provider will not be required to provide the Recipient access to such third party Intellectual Property or to use such third party Intellectual Property in the performance of Services if doing so would not be permitted by the applicable Third Party Agreements with such third parties.

SECTION 3.03. Compliance with Laws. (i) Neither Party shall provide, or cause to be provided, any Service to the extent that the provision of such Service would require such Party, the other members of its group or any of their respective Personnel to violate (a) any applicable Law, (b) any policies and/or procedures of such Party designed to respond to applicable Law, or (c) in any material respect, any other policies and/or procedures of such Party in existence on the Distribution Date. If a Party cannot provide a Service due to (c) above or because provision of such Service would require the consent, waiver or approval of any third-party (including a Governmental Authority) and such consent, waiver or approval has not been obtained prior to the Distribution, the Parties shall cooperate in good faith to identify an acceptable alternative arrangement to provide the affected Service sufficient for the purposes of the other Party and, if mutually agreed, the modified or alternative Service shall be added to the relevant Schedule and the Provider shall provide it pursuant to the terms of this Agreement; provided, that if the alternative arrangement results from (c) above, the Party providing such Service shall bear any additional costs resulting from such acceptable alternative arrangement.

SECTION 3.04. Force Majeure. The Parties shall use commercially reasonable efforts to provide, or cause to be provided, the Services without interruption. In the event that any Provider is wholly or partially prevented from, or delayed in, providing one or more Services, or one or more Services are interrupted or suspended, by reason of events beyond its reasonable control (including acts of God, act of Governmental Authority, act of the public enemy or due to fire, explosion, accident, floods, embargoes, epidemics, war, acts of terrorism, nuclear disaster, civil unrest and/or riots, civil commotion, insurrection, severe or adverse weather conditions, lack of or

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shortage of electrical power, malfunctions of equipment or software, or any other cause beyond the reasonable control of the Provider whose performance is affected by such event (each, a “Force Majeure Event”)), the Provider shall promptly give notice of any such Force Majeure Event to the Recipient and shall indicate in such notice the effect of such event on its ability to perform hereunder and the anticipated duration of such event. The Provider shall not be obligated to deliver the affected Services during such period, and the Recipient shall not be obligated to pay for any Services not delivered; provided that, for the duration of a Force Majeure Event, the Provider shall use commercially reasonable efforts to avoid or remove such Force Majeure Event, and shall use commercially reasonable efforts to resume its performance under this Agreement with the least practicable delay. If the suspension of the Provider’s performance continues for more than two (2) consecutive months as a result of a Force Majeure Event, the Recipient may terminate this Agreement with respect to the affected Service by giving written notice to the Provider.

SECTION 3.05. Title to Equipment; Management and Control; Reservation of Rights. (a) All procedures, methods, systems, strategies, tools, equipment, facilities and other resources used by any Provider in connection with the provision of Services (the “Equipment”) shall remain the property of such Provider and, except as otherwise provided herein, shall at all times be under the sole direction and control of such Provider.

(b) Except as otherwise expressly provided herein, management of and control over, the provision of the Services (including the determination or designation at any time of the Equipment, employees and other resources to be used in connection with the provision of the Services) shall reside solely with the Provider. All Personnel providing the Services will remain at all times, and be deemed to be, employees or representatives solely of the Provider responsible for providing such Services (or any parties performing the Services on its behalf) for all purposes, and not to be employees or representatives of the Recipient. Without limiting the generality of the foregoing, all labor matters relating to any employees of a Party shall be within the exclusive control of such Party, and the other Party shall take no action affecting such matters. Such Party shall provide for and pay the compensation and other benefits of such employees, including salary, health, accident and workers’ compensation benefits and all taxes and contributions which an employer is required to pay relating to the employment of employees. No Party shall be liable to the other Party or to any of its Personnel for such Party’s failure to perform its compensation, benefit or tax obligations. In no event shall either Party be obligated to maintain the employment of any specific employee; provided that such Party shall remain responsible for the performance of the Services in accordance with this Agreement.

SECTION 3.06. Interim Basis Only. Each Party acknowledges that the purpose of this Agreement is to provide Services to the other Party on an interim basis. Accordingly, at all times from and after the Distribution Date, each of Honeywell and AdvanSix shall, subject to the terms and conditions of this Agreement, use its respective commercially reasonable efforts to make or obtain any approvals, permits or licenses,

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implement any computer systems and take, or cause to be taken, any and all other actions necessary or advisable for it to provide the Services for itself as soon as practicable after the date hereof and terminate this Agreement with respect to each Service prior to the Term for such Service set forth herein.

ARTICLE IV

PAYMENT

SECTION 4.01. Fees. In connection with each Service, each Recipient shall pay to the Provider (a) the fees as set forth in the applicable Schedule with respect to such Service, (b) any third party fees, costs and expenses which are charged to the Provider in connection with provision of the Services to the Recipient; and (c) any other fees as agreed to by the Parties in writing (collectively, the “Fees”). At the option of the Provider, it may elect to have one of the members of its Group provide a Service hereunder and submit an invoice for the applicable Fees to the Recipient on its behalf.

SECTION 4.02. Extension of Services. If, for any reason, the provision of any Services or access to any Shared Real Property extends beyond the applicable service period or access period set forth in the Schedules attached hereto, the Fees payable each month beyond the initial service period or access period with respect to such Services or access to such Shared Real Property shall be automatically and permanently increased by ten percent (10%).

SECTION 4.03. Billing and Payment Terms. (a) All amounts due under this Agreement shall be billed and paid for in the following manner (i) each Party shall invoice the other Party on a monthly basis (such invoice to set forth a description of the Services provided and reasonable documentation to support the charges thereon (including, where applicable, reasonable documentation as to such Party’s cost allocation and third party costs in respect of such charges), which invoice and documentation shall be in the same level of detail and in accordance with the procedures for invoicing as provided to the Provider’s other businesses) for all Services that such Party delivered or caused to be delivered during the preceding month, (ii) each such invoice shall be payable within 30 days after the date of the invoice and (iii) payment of all invoices in respect of the Services provided hereunder shall be made in U.S. Dollars.

(b) If any invoice is not paid in full within sixty (60) days after the date of the invoice, interest shall accrue on the unpaid amount at the annual rate equal to the “Prime Rate” as reported on the thirtieth day after the date of the invoice in The Wall Street Journal (or, if such day is not a business day, the first business day immediately after such day), calculated on the basis of a year of 360 days and the actual number of days elapsed between the end of the thirty (30)-day payment period and the actual payment date.

(c) If there is a Dispute (as defined in Section 11.10) between the Parties regarding the amounts shown as billed to a Recipient on any invoice, the relevant Provider shall, upon the written request of such Recipient, furnish such reasonable documentation to

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substantiate the amounts billed including listings of the dates, times and amounts of the Services in question where applicable and practicable. Delivery of such documentation shall constitute written notice of a Dispute pursuant to Section 11.10, and the provisions of Section 11.10 shall apply to such Dispute. The Recipient may withhold any payments subject to a Dispute; provided, that any disputed payments, to the extent ultimately determined to be payable to the Provider, shall bear interest as set forth in Section 4.03(b).

SECTION 4.04. Sales Taxes. All consideration under this Agreement is exclusive of any sales, use, excise, transfer, value-added, goods or services, or similar Tax excluding all other Taxes, including Taxes based upon or calculated by reference to income, receipts or capital or withholding Taxes) imposed against or on Services (“Sales Taxes”) provided hereunder, and such Sales Taxes will be added to the Fees where applicable. Such Sales Taxes shall be separately stated on the relevant invoice to the Recipient. The Recipient shall be responsible for any such Sales Taxes and shall remit such Sales Taxes to the Provider (and such Provider shall remit such amounts to the applicable taxing authority); provided that (a) in the case of value-added Taxes, the Recipient shall not be obligated to pay such Taxes unless the Provider has issued to the Recipient a valid value-added tax (“VAT”) invoice in respect thereof, and (b) in the case of all Sales Taxes, the Recipient shall not be obligated to pay such Sales Taxes if and to the extent that the Recipient has provided any valid exemption certificates or other applicable documentation that would eliminate or reduce the obligation to collect and/or pay such Sales Taxes.

SECTION 4.05. No Offset. Except as set forth in Section 4.03(c), no Recipient shall withhold any payments to its Provider under this Agreement in order to offset payments due to such Recipient pursuant to this Agreement, the Separation Agreement, any Ancillary Agreement or otherwise, unless such withholding is mutually agreed by the Parties or is provided for in the final ruling of a court having jurisdiction pursuant to Section 11.10(c). Any required adjustment to payments due hereunder will be made as a subsequent invoice.

SECTION 4.06. Funding of Payroll. Payroll checks disbursed by or at the direction of Honeywell or a member of the Honeywell Group as part of the Services shall be funded in immediately available funds to an account as directed by Honeywell or such Group member on the day the checks are issued to employees of the Recipient; provided that the Recipient has received 48 hours’ advance written notice of the amount required. Direct deposit of payroll will be funded on payday (alternately referred to as the settlement date); provided that the Recipient has received 48 hours’ advanced written notice of the amount required.

SECTION 4.07. Customer Receipt Payments and Bank Account Transition Process. (a) For a period of twelve (12) months following the Distribution (“Customer Receipt Payment Period”), in the event any payments related to trade receivables intended for the AdvanSix Group or the Honeywell Group (the “Intended Payee”) is incorrectly received by any member of the other Group (the “Customer Receipt Payee”) such Customer Receipt Payee will, as soon as reasonably practicable, but

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in no event in more than 10 Business Days following receipt of such payment, send the applicable Intended Payee through wire transfer an amount equal to the value of such payment (each, a “Customer Receipt Payment”).

(b) For each Customer Receipt Payment, the Customer Receipt Payee must provide the applicable customer(s) payment details to allow the Intended Payee to identify the customer(s) and the related transaction(s) associated with the Customer Receipt Payment, including each customer’s name, accounts receivable account number and payment amount. On or prior to the Distribution Date, each Party shall provide the other Party with the relevant contact information of the persons to send this information.

(c) The Intended Payee will pursue corrections to the banking details internally. If payments are not being sent to the correct bank account of the Intended Payee within thirty (30) days following the Distribution, the Customer Receipt Payee will send a letter to the respective customer every month, informing the customer of the need to use the correct bank account as designated by the Intended Payee. If payments continue to be incorrectly sent for eleven (11) months after the Distribution, the Customer Receipt Payee and the Intended Payee will send a final joint letter one month prior to the expiration of the Customer Receipt Payment Period.

(d) Each Party agrees to not send the other Party any Customer Receipt Payments from customers found on the U.S. Treasury Office of Foreign Assets Control’s Specially-designated Nationals List or from any countries with which U.S. persons are prohibited from conducting business. Each Party agrees to not accept Customer Receipt Payments made in cash. Each Party agrees to immediately notify the other Party of any Customer Receipt Payments falling within the scope of this Section 4.07(d) and to cooperate with the other Party in taking any action recommended by the other Party in connection with such Customer Receipt Payments.

(e) All Customer Receipt Payments made by any Customer Receipt Payee to any Intended Payee hereunder shall be made by a wire transfer of immediately available funds in U.S. Dollars to a bank account designated in writing by the Intended Payee entitled to receive payment. Customer Receipt Payments may be bundled or sent on a per payment basis.

(f) All bank fees incurred for transmitting Customer Receipt Payments pursuant to this Section 4.07 will be paid by the Intended Payee and may be deducted from the applicable Customer Receipt Payments sent to the Intended Payee by the Customer Receipt Payee.

ARTICLE V

ACCESS AND SECURITY

SECTION 5.01. Access; Work Policy.

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(a) At all times during the Term, each Party shall provide, and shall cause its Affiliates and third parties to provide, the other Party and its Personnel reasonable ingress to and egress from its facilities and premises, and reasonable access to its equipment and Personnel, for any purpose connected with the delivery or receipt of Services hereunder, the exercise of any right under this Agreement or the performance of any obligations required by this Agreement. “Personnel” shall mean, with respect to any Party, the employees, directors, officers, agents, counsel, accountants, in-house attorneys, independent contractors and other professional consultants of (i) such Party, (ii) the Affiliates of such Party and (iii) any third parties engaged by such Party or its Affiliates to provide a Service.

(b) Each Party’s Personnel shall comply with the other Party’s safety and security regulations applicable to each specific site or facility while working at such site or facility. Except as otherwise agreed to by the Parties, each Party’s Personnel shall observe the working hours, working rules, and holiday schedules of the other Party while working on the premises of the other Party.

SECTION 5.02. Security Level; Additional Security Measures.

(a) The Parties shall work together to ensure that, when providing Services, they are each able to maintain their current level of physical and electronic security during the Term.

(b) Any Provider may take physical or information security measures that affect the manner in which Services are provided, so long as the substance or overall functionality of any affected Services remains the same as it was prior to the Distribution Date; provided, that the Recipient shall be given reasonable, prior written notice of any such physical or information security measures that are material.

SECTION 5.03. Security Breaches. In the event of a security breach that relates to the Services, the Parties shall, subject to any applicable Law, cooperate with each other regarding the timing and manner of (a) notification to their respective customers, potential customers, employees and/or agents concerning a breach or potential breach of security and (b) disclosures to appropriate Governmental Authorities.

SECTION 5.04. Systems Security. (a) If either Party or its Personnel will be given access to any of the computer systems or software of the other Party or any party performing the Services on its behalf (“Systems”) in connection with the performance of the Services, the accessing Party and its Personnel shall comply with all system security policies, procedures and requirements related to the Systems (as amended from time to time, the “Security Regulations”) in effect as of the Effective Date and of which such accessing Party or its Personnel has been reasonably informed, and will not tamper with, compromise or circumvent any security or audit measures employed by such the Party granting such access and its Personnel.

(b) Each Party and its Affiliates shall use commercially reasonable efforts to ensure that only those of their respective Personnel who are specifically authorized to

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have access to the Systems of the other Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions.

(c) If, at any time, either Party determines that any Personnel of the other Party or its Affiliates has sought to circumvent, or has circumvented, its Security Regulations, that any unauthorized Personnel of the other Party or its Affiliates has accessed its Systems or that any Personnel of the other Party or its Affiliates has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall immediately terminate any such Personnel’s access to the Systems and immediately notify the other Party.

(d) Honeywell, AdvanSix and their respective Personnel, shall access and use only those Systems, and only such data and information within such Systems to which it has been granted the right to access and use. Any Party shall have the right to deny the Personnel of the other Party access to such Party’s Systems, after prior written notice and consultation with the other Party, in the event the Party reasonably believes that such Personnel pose a security concern.

(e) A Party subject to a Change in Control (as defined below) shall permanently delete from its Systems and destroy all confidential Information pertaining to the other Party or its Affiliates and, at the request of such Party, provide evidence reasonably satisfactory to the other Party that such deletion and destruction has occurred. As used herein, a “Change in Control Transaction” means (i) the acquisition (whether by merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, equity investment, joint venture or otherwise) by any person or group (or the shareholders of any person) of more than 50% of the assets of a Party and its subsidiaries, taken as a whole (based on the fair market value thereof), or assets comprising 50% or more of the consolidated revenues or EBITDA of a Party and its subsidiaries, taken as a whole, including in any such case through the acquisition of one or more subsidiaries of a Party or (ii) acquisition in any manner (including through a tender offer or exchange offer) by any  person or group (or the shareholders of any person) of more than 50% of a Party’s equity securities.

SECTION 5.05. Records and Inspection Rights. During the term of this Agreement and for seven (7) years thereafter or in accordance with their respective corporate records retention policies, whichever is longer, each Party agrees to maintain accurate records arising from or related to any Service provided hereunder, including accounting records and documentation produced in connection with the provision of any Service. Upon reasonable written notice from a Recipient, the applicable Provider shall make available to such Recipient or its Personnel (i) at such Recipient’s sole expense, reasonable access to or, at such Provider’s expense, copies of, the records with respect to such Service during regular business hours, and (ii) electronic copies of any such records (to the extent such records have not been migrated to the Recipient), in which case the Recipient shall reimburse the Provider for reasonable out-of-pocket expenses incurred in providing the Recipient with any such electronic records.

ARTICLE VI

CONFIDENTIALITY

SECTION 6.01. Confidential Information. Each Party hereby acknowledges that confidential Information of such Party or members of its Group may be exposed to the Personnel of the other Party or its Group as a result of the activities contemplated by this Agreement. Each Party agrees, on behalf of itself and its Affiliates, that such Party’s obligation to use and keep confidential such Information of the other Party or its Group shall be governed by Sections 7.01(c) and 7.08 of the Separation Agreement.

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ARTICLE VII

INTELLECTUAL PROPERTY AND DATA

SECTION 7.01. Ownership of Data and Intellectual Property. (a) Each Party shall own all data and information (i) provided by it to the other Party in connection with its receipt of Services or (ii) created by or for the other Party solely on behalf of it in relation to the provision of Services (collectively, “Service Receiver Data”).

(b) Upon the request of the Recipient, and at Recipient’s expense, any Service Receiver Data in possession of a Provider shall be promptly provided to the Recipient in the format in which such Provider maintains such data as of the time of such request; provided that the Provider may retain the relevant Service Receiver Data and provide a copy thereof to the Recipient: (i) if necessary for such Provider to continue to provide the Services during the Term; or (ii) if such Provider is unable to delete the Service Receiver Data from its archives using commercially reasonable efforts.

(c) All other data, information and Intellectual Property provided by each Party (including its Affiliates) and their respective licensors and information, content and software providers in connection with performance of the Services shall remain the property of such Party (or its Affiliates). Each Party hereby grants to the other Party and to its Affiliates and any third parties providing Services under this Agreement a nonexclusive, nontransferable, world-wide, royalty-free license, for the term of this Agreement, to use the Intellectual Property owned by the granting Party solely to the extent strictly necessary for the other Party to perform its obligations under, and for the granting Party to receive and use the Services as contemplated by, this Agreement, only to the extent of the interest held by the granting Party or its Affiliates.

(d) Subject to the terms of the Separation Agreement, each Provider acknowledges and agrees that it will acquire no right, title or interest (including any license rights or rights of use) to any work product resulting from the provision of Services hereunder for the Recipient’s exclusive use and such work product shall remain the exclusive property of the Recipient. To the extent title to any such work product vests in the Provider by operation of Law, each Party hereby assigns (and shall cause any such other Provider to assign) to the relevant Recipient all right, title and interest in and to such work product, and the Provider shall provide such assistance and execute such documents as the Recipient may reasonably request to assign to such Recipient all right, title and interest in and to such work product. Each Recipient acknowledges and agrees that it will acquire no right, title or interest (other than a non-exclusive, perpetual worldwide right of use) to any work product resulting from the provision of Services hereunder that is not for the Recipient’s exclusive use and such work product shall remain the exclusive property of the Provider.

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ARTICLE VIII

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES

SECTION 8.01. Limitation of Liabilities. (a) No Party or any of its Affiliates shall be liable (including any liability for the acts and omissions of its employees, agents and sub-contractors) to another Party or its Affiliates for Liabilities in connection with performing Services under this Agreement except with respect to direct damages arising out of such Party’s willful misconduct or gross negligence; provided that the foregoing limitation shall not apply to a Party’s breach of its obligations pursuant to Article IV or Article VI or to payments in respect of costs or expenses of third party service providers to the extent expressly provided in Section 1.04(b).

(b) Notwithstanding any other provision of this Agreement, no Party or any of its Affiliates shall be liable for any consequential, indirect or punitive damages or any damages that are not reasonably foreseeable or are speculative or remote, unless, in each case, such damages are recovered by a third party in a Third-Party Claim under Section 9.01 or Section 9.02 pursuant to an order entered against the indemnified Party or its Affiliates.

(c) Notwithstanding anything to the contrary in this Agreement, no Party or its Affiliates shall be liable for Liabilities incurred by the other Party or its Affiliates for any action taken or omitted to be taken by such first Party or its Affiliates under or in connection with this Agreement to the extent such action or omission arises from actions taken or omitted to be taken by, or the gross negligence or willful misconduct of, the other Party or its Affiliates or any authorized Personnel of the other Party or its Affiliates.

(d) Without limiting the rights under Section 11.10(d), in no event shall any Provider or its Affiliates be liable pursuant to Section 9.01 hereof for Liabilities in excess of the actual amounts payable by any Recipients or their Affiliates in connection with the Services provided hereunder plus an amount equal to the amount, if any, of any Insurance Proceeds or Third-Party Proceeds that are actually received by such Provider in accordance with Section 6.04 of the Separation Agreement, which shall apply, mutatis mutandis, herein.

SECTION 8.02. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT, INCLUDING WARRANTIES WITH RESPECT TO MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF ANY SOFTWARE OR HARDWARE PROVIDED HEREUNDER, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. NEITHER PARTY, AS A PROVIDER, MAKES ANY REPRESENTATION OR

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WARRANTY THAT ANY SERVICE COMPLIES WITH ANY LAW, DOMESTIC OR FOREIGN.

ARTICLE IX
INDEMNIFICATION

SECTION 9.01. Indemnification by the Provider. Subject to the terms of Article VIII and this Article IX, from and after the Distribution Date.

(a) AdvanSix in its capacity as a Provider and on behalf of each member of its Group in its capacity as a Provider, shall indemnify, defend and hold harmless the Honeywell Indemnitees from and against any and all Liabilities arising from or in connection with the willful misconduct or gross negligence of AdvanSix or any member of its Group, in their capacity as a Provider, in connection with the provision of the Services.

(b) Honeywell in its capacity as a Provider and on behalf of each member of its Group in its capacity as a Provider, shall indemnify, defend and hold harmless the AdvanSix Indemnitees from and against any and all Liabilities arising from or in connection with the willful misconduct or gross negligence of Honeywell or any member of its Group, in their capacity as a Provider, in connection with the provision of the Services.

SECTION 9.02. Indemnification by the Recipient. Subject to the terms of Article VIII and this Article IX, from and after the Distribution Date,

(a) AdvanSix in its capacity as a Recipient and on behalf of each member of its Group in its capacity as a Recipient, shall indemnify, defend and hold harmless the Honeywell Indemnitees from and against any and all Liabilities arising from or in connection with or by reason of this Agreement or any Services provided by a member of the Honeywell Group hereunder except to the extent such Liabilities arise out of or in connection with the willful misconduct or gross negligence of Honeywell or any member of its Group, in their capacity as a Provider, in connection with the provision of the Services.

(b) Honeywell in its capacity as a Recipient and on behalf of each member of its Group in its capacity as a Recipient, shall indemnify, defend and hold harmless the AdvanSix Indemnitees from and against any and all Liabilities arising from or in connection with or by reason of this Agreement or any Services provided by a member of the AdvanSix Group hereunder except to the extent such Liabilities arise out of or in connection with the willful misconduct or gross negligence of AdvanSix or any member of its Group, in their capacity as a Provider, in connection with the provision of the Services.

SECTION 9.03. Exclusive Remedies; Procedures. Without limiting the rights under Section 11.10(d), the remedies and indemnities expressly provided in Section 1.04(b) (with respect to payment of costs associated with replacement services), Article VIII and this Article IX of this Agreement shall be the sole and exclusive

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remedies of the Provider and its Affiliates and the Recipient and its Affiliates, as applicable, for any Liabilities of any kind or nature (including any diminution in value) regardless of the form of action through which such damages are sought (e.g., contract, warranty, tort (including negligence and strict liability) or otherwise) arising out of, in connection with or under this Agreement, or in respect of the Services or actions taken by, or omissions of, any Party in connection with the transactions contemplated hereby. The indemnification procedures in Section 6.05 of the Separation Agreement shall apply, mutatis mutandis, to any indemnification claim made under this Agreement.

ARTICLE X
TERM AND TERMINATION

SECTION 10.01. Term of Agreement. (a) Unless the Parties otherwise agree in writing, the term of this Agreement shall become effective on the Effective Date and shall remain in force until the earlier of (a) termination or expiration of all of the respective Terms and (b) termination in accordance with Section 10.02(a). “Term” shall mean, with respect to each of the Services or the license granted under Article II, the period of time beginning on the Effective Date and expiring on the date set forth in the applicable Schedule (it being understood that if such expiration date falls on any date other than the last day of the applicable month, the Recipient shall pay the Provider for the Services on a pro-rata basis with respect to such month), unless earlier terminated pursuant to Section 10.02(b). Notwithstanding anything to the contrary contained herein, if the Separation Agreement shall be terminated in accordance with its terms, this Agreement shall be automatically terminated and void ab initio with no further action by the Parties and shall be of no further force or effect. The obligation of any Party to make a payment for Services previously rendered shall not be affected by the expiration of the Term and shall continue until full payment is made.

(b) Notwithstanding Section 10.01(a), if a Provider does not complete any Project Work before the expiration of the Term, such Provider shall be required to continue the Project Work until its completion pursuant to the terms of Section 1.06.

SECTION 10.02. Termination. (a) Termination by Honeywell Group or AdvanSix. This Agreement may be terminated by either Party (the “Terminating Party”) upon written notice to the other Party (which notice, in case of material breach, shall specify the basis for such claim for breach of this Agreement), if:

(i) the other Party materially breaches this Agreement, the period for resolution of the Dispute relating to such breach set forth in Section 11.10(a) and (b) has expired and such breach is not cured, to the reasonable satisfaction of the Terminating Party, within thirty (30) days of written notice thereof; or

(ii) the other Party makes a general assignment for the benefit of creditors or becomes insolvent, or a receiver is appointed for, or a court approves reorganization or arrangement proceedings on, such Party.

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(b) Partial Termination. Except as otherwise described in the Schedules hereto, any Recipient may, on thirty (30) days’ written notice to the applicable Provider, terminate its receipt of any Service; provided, however, that the Recipient shall continue to pay the Fees in respect of such Service for up to sixty (60) days after delivery of such written notice to the extent the Provider is unable to terminate third party commitments in respect of such Service without penalty prior to such date. Any termination notice delivered by the Recipient shall specify in detail the Service or Services to be terminated, and the effective date of such termination. Effective upon the termination of such Service, an appropriate reduction will be made in the aggregate Fees charged to the Recipient (on a pro rata basis for terminations occurring during the middle of any monthly period, except to the extent that such Services require the Provider to make expenditures on a per month basis (in which case the reduction will be applied beginning from the following month)).

SECTION 10.03. Effect of Termination. In the event that this Agreement is terminated for any reason:

(a) Each Party agrees and acknowledges that the obligations of each Party to provide the Services, or to cause the Services to be provided, hereunder shall immediately cease. Upon cessation of the Provider’s obligation to provide any Service, the Recipient shall stop using, directly or indirectly, such Service.

(b) Upon request, each Party shall, and shall cause its Affiliates to, return to the other Party all tangible personal property and books, records or files owned by such other Party or its Affiliates and third parties and used in connection with the provision of Services that are in their possession as of the termination date.

(c) The following matters shall survive the termination of this Agreement, including the rights and obligations of each Party thereunder, in addition to any claim for breach arising prior to termination: Section 2.03, Section 2.08, Article IV, Section 5.05, Article VI, Article VII, Article VIII, Article IX, the last sentence of Section 10.01(a), Section 10.01(b), this Section 10.03 and Article XI (other than Section 11.12).

ARTICLE XI
MISCELLANEOUS

SECTION 11.01. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be provided in the manner set forth in the Separation Agreement.

SECTION 11.02. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such

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provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

SECTION 11.03. Entire Agreement; Conflict with Separation Agreement. (b) This Agreement, the Separation Agreement, the other Ancillary Agreements and the Appendices, Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein. The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement shall govern.

SECTION 11.04. Waivers. No failure or delay of any Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

SECTION 11.05. Third Party Rights. Except for the indemnification rights under this Agreement of any Honeywell Indemnitee or AdvanSix Indemnitee in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

SECTION 11.06. Assignability. This Agreement shall be assignable, in whole or in part, in accordance with the terms of Section 12.03 of the Separation Agreement.

SECTION 11.07. Binding Effect. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the successors and permitted assigns of the Parties hereto.

SECTION 11.08. Schedules. All Schedules attached hereto are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All references to this Agreement herein or in any of the Schedules shall be deemed to refer to this entire Agreement, including all Schedules.

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SECTION 11.09. Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof.

SECTION 11.10. Dispute Resolution (a) In the event of any dispute, controversy or claim (a “Dispute”) arising out of or relating to this Agreement (other than any Sections of this Agreement that contain their own dispute resolution mechanics, to which this Section 11.10 shall not apply), the Service Coordinators shall meet (by telephone or in person) no later than five (5) business days after receipt of notice by a Party of a request for resolution of a Dispute. The Service Coordinators shall enter into negotiations aimed at resolving any such Dispute. If the Service Coordinators are unable to reach a mutually satisfactory resolution of the Dispute within ten (10) business days after receipt of notice of the Dispute, the Dispute shall be referred to an Executive Committee comprised of specified transition leaders (the “Executive Committee”) from Honeywell and AdvanSix. On or prior to the Distribution Date, each Party shall provide the other Party with the name and relevant contact information for its respective initial Executive Committee member, and either Party may replace its Executive Committee members at any time with other members of similar seniority by providing written notice in accordance with Section 11.01. The Executive Committee will meet (by telephone or in person) during the next ten (10) business days and attempt to resolve the Dispute. In the event that the Executive Committee is unable to resolve the Dispute, then the Parties shall retain all rights with respect to remedies hereunder.

(b) If Honeywell and AdvanSix fail to resolve a Dispute within the periods provided under Section 11.10(a), such dispute shall, at the request of either Party hereto (a “Mediation Request”), be submitted to non-binding mediation in accordance with the then current Model Procedure for Mediation of the CPR Institute for Dispute Resolution (“CPR”), except as modified herein. The mediation shall be held in New York, New York. The Parties shall have 20 days from receipt by a Party of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the Parties within 20 days of receipt by a Party (or Parties) of a Mediation Request, then any Party may request (on written notice to the other Parties), that the CPR appoint a mediator in accordance with the Procedure. All mediation pursuant to this clause shall be confidential and shall be treated as compromise and settlement negotiations, and no oral or documentary representations made by the Parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No Party hereto shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by the other Parties in the mediation proceedings or about the existence, contents or results of the mediation without the prior written consent of such other Parties except in the course of a judicial or regulatory proceeding or as may be required by Law or requested by a Governmental Authority or securities exchange. Before making any disclosure permitted by the preceding sentence, the Party intending to make such disclosure shall give the other Parties reasonable written notice of the intended disclosure and afford the other Parties a reasonable opportunity to protect its interests. If the Dispute has not been resolved within 60 days of the

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appointment of a Mediator, or within 90 days of receipt by a Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Parties may agree to in writing, then any Party may file an action on the Dispute in any court having jurisdiction in accordance with Section 11.10(c).

(c) Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Commercial Division of the Supreme Court of the State of New York, New York County and the United States District Court for the Southern District of New York over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby. Each of AdvanSix and Honeywell hereby agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 11.01, shall be effective service of process for any litigation brought against it in any such court. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, THE SERVICES OR THE TRANSACTION CONTEMPLATED HEREBY.

(d) Notwithstanding anything herein to the contrary, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The other Party shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. The Parties agree that the remedies at Law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.

SECTION 11.11. Construction. The rules of interpretation set forth in Section 12.14 of the Separation Agreement are incorporated by reference into this Agreement, mutatis mutandis.

SECTION 11.12. Counterparts. This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by facsimile or PDF signature and a facsimile or PDF signature shall constitute an original for all purposes.

SECTION 11.13. Relationship of the Parties. Expect as specifically provided herein, neither Party shall act or represent or hold itself out as having authority to act as an agent or partner of the other Party or in any way bind or commit the other Party to any obligations or agreement. Nothing contained in this Agreement shall be

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construed as creating a partnership, joint venture, agency, trust, fiduciary relationship or other association of any kind, each Party being individually responsible only for its obligations as set forth in this Agreement. The Parties’ respective rights and obligations hereunder shall be limited to the contractual rights and obligations expressly set forth herein on the terms and conditions set forth herein.

SECTION 11.14. Further Assurances. From time to time after the date hereof, without further consideration, each Party shall execute and deliver such formal license agreements as another Party may reasonably request to evidence any license provided for herein or contemplated hereby.

Signature Page Follows

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

ADVANSIX inc.,
by
	Name:
	Title:
HONEYWELL INTERNATIONAL INC.,
by

Schedule A

Transition Services to be Provided by Honeywell

1.	Enterprise IT Services
	Provider:	Honeywell International Inc.
		115 Tabor Road
		Morris Plains, NJ  07950
		Attention:
		Telephone:
	Recipient:	AdvanSix Resins & Chemicals LLC
		115 Tabor Road
		Morris Plains, NJ  07950
		Attention:
		Telephone:

Services and Charges:	See Annex 1.
Term:	Each Honeywell Enterprise IT Service will be provided for up to 24 months from the Distribution Date, unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.
Note:	Provider will perform the services described in the Description of Services. All of the Services are subject to any licensing and/or other restrictions, imposed on Honeywell by software vendors, and all of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.

Description of Enterprise IT Services:

1. Application Hosting (AH) Backup: Administration of backup systems for the server environment. Major activities include supervision and technical support of the external device.

2. AH Backup – Core: Administration of disk storage space outside of the server environment. Major activities include supervision and technical support of the external device.

3. AH Cloud: Consumption of metered cloud usage outside of Provider’s environment. Major activities include data consumed, supervision and technical support of the external cloud usage.

4. AH Cloud – Connected Platform – Core: Consumption of metered cloud usage outside of the Honeywell environment. Major activities include data consumed, supervision and technical support of the external cloud usage.

5. AH Hardware Lease: Payment of lease costs of AH hardware such as server, enterprise computing appliance and workstation.

6. AH Hardware Maintenance: Administration of AH hardware maintenance by outsourced suppliers. Major activities include supervision and technical support.

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7. AH IAM – Core: All support services required to manage day to day operations for LDAP and Active Directory accounts in a network environment. These services include, but are not necessary limited to, the following: account maintenance, directory synchronization, storage and maintenance.

8. AH IMAC: Functions performed by outsourced suppliers for standard or non-standard activity to either install, move, add or change equipment for a Provider project request.

9. AH Other: Administration of service requests requiring resource usage (specifically with respect to time and materials) for AH out of warranty by the outsource supplier. Administration of the distributed computing functions not addressed in previous categories by the outsource suppliers including software license renewals. Major activities include supervision, technical support, actual software license renewal, user account administration, account maintenance, access controls and management of profiles.

10. AH SAP Basis Support: Administration of the SAP function by the outsourced third party supplier. Major activities include supervision and technical support.

11. AH Shared Hosting: Administration of shared server and data base functions by the outsourced third party supplier. Major activities include supervision and technical support.

12. AH Software Maintenance: Payment of costs for license administration and maintenance of AH software by outsourced suppliers. Major activities include supervision, licensing and technical support.

13. AH Storage: Administration of AH storage by the outsource supplier.

14. AH Storage – GFS Core: Administration of AH storage, GFS core, by the outsource supplier.

15. AH Storage – Storage Core: Administration of storage, storage core by the outsource supplier.

16. AH Support: Functions performed by the outsourced supplier for service and labor of server and workstation services. Major activities include supervision and technical support.

17. Communication Services (CS) Collaboration Support: Microsoft Exchange and Active Directory support.

18. CS EVAN: Administration of the WAN router and LAN services router network function necessary to connect each site to the network by the outsource supplier. Major activities include supervision and technical support.

19. CS Hardware Lease: Payment of lease costs of AH hardware such as server, enterprise computing appliance and workstation.

20. CS Hardware Maintenance: Administration of AH hardware maintenance by outsourced suppliers. Major activities include supervision and technical support.

21. CS LEC: Administration of the local phone service. Major activities include supervision and technical support.

22. CS Long Distance: Administration of the long distance function by the outsource supplier. Major activities include supervision and technical support.

23. CS MACD: Perform functions by outsourced suppliers for standard or non-standard activity to either install, move, add or change equipment for a Provider project request

24. CS Other: Administration of the telecom functions not addressed in previous CS categories by the outsource suppliers. Major activities include supervision, technical support, user account administration, account maintenance, access controls and management of profiles

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25. CS Wireless LAN – Core: Administration of the wireless access, gateway, or function by the outsource supplier. Major activities include supervision, customer support, gateway administration, and technical support.

26. DT Desktop Support: Management and technical support for active desktop assets provided by outsource supplier.

27. DT Hardware Lease: Payment of costs for desktop and laptop leases, peripherals, early terms and buyouts.

28. DT Printer Services: Administration of print device leases, cost per copy, labor, early terms and buyouts. Major activities include management and technical support.

29. HD Helpdesk Calls: Administration of the helpdesk function by the outsource supplier. Major activities include supervision and technical support.

30. HD Helpdesk Calls – Core: Administration of the helpdesk function by the outsource supplier. Major activities include supervision and technical support.

31. Provider Connected Person: Provide all support services required to manage day to day operations for each connected person in a network environment. These services include, but are not necessary limited to, the following: LDAP and active directory account maintenance, directory synchronization, storage and maintenance; mail and messaging; Lync communication, account maintenance, directory synchronization, storage and maintenance.

32. Security Other – DLP Core: Administration of the information technology security functions not addressed in previous categories by outsourced suppliers. Major activities include supervision, technical support, user account administration, account maintenance, access controls and management.

33. Security Other – Firewall Core: Administration of the information technology security functions not addressed in previous categories by outsourced suppliers. Major activities include supervision, technical support, user account administration, account maintenance, access controls and management.

34. SS Cellular: Administration of the cellular function by the outsource supplier. Major activities include supervision and technical support.

35. SS PDA Administration of the remote access across functional PDA/MDM operations function by the outsource suppliers. Major activities include supervision, account maintenance and technical support

36. SAP, BW, Non-ERP Support: Application support with third-party supplier. Administration of the intellectual technology support for Enterprise Resource Planning (ERP) applications including Level 2 (L2) and Level 3 (L3) break/fix, technical support, user account administration, account maintenance, access controls and management.

37. SAP, BW, Non-ERP Support – Clone Addition: Application support with 3rd party supplier. Administration of the intellectual technology support for non-ERP applications including L2 and L3 break/fix, technical support, user account administration, account maintenance, access controls and management. This Service is in connection with the additional clone solution.

38. SAP, BW, Optivision – Clone Addition: Payment of additional infrastructure costs, including SAP Basis, on-going support and other hardware related maintenance and support charges for SAP, BW and Optivision applications, subject to Provider’s reasonable discretion.

39. SAP and Oracle L&M: Payment of license and maintenance (L&M) costs that are charged to

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the Strategic Business Unit via Provider.

40. Non-ERP Applications L&M: Payment of L&M costs in connection with third party vendors.

41. Site Support: Support for on-site activities through the outsourced on-site technical enterprise support provider (ESUP), RL Canning, consistent with the ESUP RL Canning support model.

42. Technical Support from PMT Service Delivery: Support from Provider’s Service Delivery (SD) staff, generally consistent with support Recipient receives as of the Distribution Date.

43. Depreciation of Software Assets: Payment of depreciation costs relating to software assets associated with major applications which will be used by Recipient during the Term.

44. ERP (O2C, P2P, SIOP, Financials, EH&S, PM, PS) Applications (including SAP, APO-DP, SAP PI, HP QC, Autosys, Elemica, Specification Database, SDS, DG, GLM, REACH, TSCA CDR, OSHA RMP, DHS CFATS, EHS, MSDS, Web Interface), ERP Analytics Applications (including SAP BW HANA, SAP Business Objects, SAP BEX): Management and administration of applications including necessary updates for regulatory and statutory compliance, security, subject matter expertise. Travel and Expenses (T&E) will be charged back to Recipient as required and incurred by Provider.

*Note: The Term and the limits of this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.

45. Commercial and Digital Customer Applications (including Salesforce.com, Marketing Websites on Rackspace, ROSI mobile app, Easy Maintenance mobile app, JDET Pricing Analysis DB): Management and administration of applications including necessary updates for regulatory and statutory compliance, security, subject matter expertise. T&E will be charged back to Recipient as required and incurred by Provider.

*Note: The Term and the limits of this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.

46. EH&S Applications Non-SAP (including 3E Ariel, IHS Essentials 7.5 Suite, Impact ERM, PAIR (Sharepoint CAPA Site), IHS Stature, OHM, LeakDas, TIPP, Safer Trace, Safer Realtime, Chemical Lookup Tool): Management and administration of applications including necessary updates for regulatory and statutory compliance, security, subject matter expertise. T&E will be charged back to Recipient as required and incurred by Provider.

*Note: The Term and the limits of this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.

47. Manufacturing and Engineering Non-SAP Applications (including Accolade, Aspen, Autodesk Suite (ACAD Mechanical, Inventor, Navisworks, Robot), Integraph suite (ICAS, InTools, PVElite, CADWorx, Tank, Caesar2, SmartPlant, MathCAD), Chemdoodle, ChemDraw, CHF Packout, MESF, Lactam Tracker, EMOC, Hopewell SQL LIMS 5.1, Chestefield SQL LIMS 5.1, Frankford SQL LIMS 5.1, Hopewell COA, LIMSLINK, BlueCielo Meridian, Meridium, NWA Quality Analyst, Pipeflo, PRVSuite, Unisim Design R410, Railcar Tracking, Railtrac, Yardmaster, Weighmaster, ITS Mobile (SAP), Vendor Qualification system, Apollo RCCA, Vocollect, ADCA, Optivision): Management and administration of applications including necessary updates for regulatory and statutory compliance, security, subject matter expertise. T&E will be charged back to Recipient as required and incurred by Provider.

*Note: The Term and the limits of this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.

48. Time and Attendance Applications (including Kronos): Management and administration of

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applications including necessary updates for regulatory and statutory compliance, security, subject matter expertise. T&E will be charged back to Recipient as required and incurred by Provider.

*Note: The Term and the limits of this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.

49. Trade Compliance Applications (Amber Road): Management and administration of applications including necessary updates for regulatory and statutory compliance, security, subject matter expertise. T&E will be charged back to Recipient as required and incurred by Provider.

*Note: The Term and the limits of this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.

50. Financial Reporting Applications (HFM) Licenses: Management and administration of applications including necessary updates for regulatory and statutory compliance, security, subject matter expertise. T&E will be charged back to Recipient as required and incurred by Provider. Support will be provided by Provider and corporate vendors.

*Note: The Term and the limits of this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.

51. Environment, Health and Safety Applications (including ETS): Management and administration of applications including necessary updates for regulatory and statutory compliance, security, subject matter expertise. T&E will be charged back to Recipient as required and incurred by Provider. Support will be provided by Provider and corporate vendors.

*Note: The Term and the limits of this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.

52. Procure to Pay Applications (including Dolphin, KOFAX, pCards): Management and administration of applications including necessary updates for regulatory and statutory compliance, security, subject matter expertise. T&E will be charged back to Recipient as required and incurred by Provider. Support will be provided by Provider and corporate vendors.

*Note: The Term and the limits of this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.

53. Order to Cash Applications (including Autobank, FCSM): Management and administration of applications including necessary updates for regulatory and statutory compliance, security, subject matter expertise. T&E will be charged back to Recipient as required and incurred by Provider. Support will be provided by Provider and corporate vendors.

*Note: The Term and the limits of this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.

54. Financial and Tax Applications (including SAP Global Risk and Compliance, CCH Tax Research, HFM Flex, Reuters, VAT T&E, e-Rec): Management and administration of applications including necessary updates for regulatory and statutory compliance, security, subject matter expertise. T&E will be charged back to Recipient as required and incurred by Provider. Support will be provided by Provider and corporate vendors.

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*Note: The Term and the limits of this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.

55. Knowledge Management Applications (including Documentum, Sharepoint, Nintex Forms and Workflow): Management and administration of applications including necessary updates for regulatory and statutory compliance, security, subject matter expertise. T&E will be charged back to Recipient as required and incurred by Provider. Support will be provided by Provider and corporate vendors.

*Note: The Term and the limits of this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.

56. Procurement Application (including TrackVia, DNB Supplier Risk Manager, Digital Forms, Remedy Tickets: Management and administration of applications including necessary updates for regulatory and statutory compliance, security, subject matter expertise. T&E will be charged back to Recipient as required and incurred by Provider. Support will be provided by Provider and corporate vendors.

*Note: The Term and the limits of this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.

57. Recipient Infrastructure Costs: Payment of Recipient’s direct infrastructure pass-thorough costs that are based on employee identification (EID) consumption, including desktop, mobile, printer and other EID based services.

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2.	Human Resources / Labor Services
	Provider:	Honeywell International Inc.
		115 Tabor Road
		Morris Plains, NJ  07950
		Attention:
		Telephone:
	Recipient:	AdvanSix Resins & Chemicals LLC
		115 Tabor Road
		Morris Plains, NJ  07950
		Attention:
		Telephone:

Services and Charges:	See Annex 1.
Term:	The Human Resources / Labor Services will be provided for up to 6 months from the Distribution Date, except to the extent that another period is expressly specified herein, or unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.
Note:	Provider will perform the services described in   the Description of Services.
	All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.

Description of Human Resources / Labor Services:

1. Payroll: Support in transferring payroll data from Provider to Recipient, process Recipient’s payroll for weekly and bi-weekly paychecks, including the delivery of such paychecks to Recipient’s employees, W-2 creation and access through March 31, 2017, provide Recipient’s employees with 800 phone number support relating to payroll, paychecks and deductions, access to live CSA support during service center hours, and provide appropriate and reasonable payroll reporting support until such time Recipient engages a third party payroll provider to provide such services. Additionally, Provider will provide payroll data to support the transitions contemplated by this Agreement and Recipient’s future provider of payroll services.

2. Staffing: US Direct Hire: Process and enter requisitions for direct hire positions, recruit candidates for such positions, make offers, and manage a portion of on-boarding candidates that are hired. Recipient’s direct hire positions services will be handled through a recruitment processing outsourcing relationship, Randstad SourceRight, with such services subject to that certain Statement of Work #1 dated January 1, 2013, under that certain Master Service Agreement dated December 1, 2012 by and between Provider and Randstad SourceRight. Provider will use a third party, Taleo, to provide the applicant tracking system Provider uses to manage job postings and applicant tracking and workflow movement throughout the staffing process.

3. Healthcare & Welfare Programs: For a period of 3 months beginning on the Distribution Date, Provider will provide Recipient’s employees with continued healthcare, inclusive of vision, dental, short term disability, long term disability, and family and medical leave coverage, including HSA/FSA administration, and call center support. Recipient’s employees will have the ability to

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view and access health, dental and vision coverage, deductible and out of pocket maximum continuation. Provider will administer support for all of Recipient’s employees who are covered immediately prior to the Distribution Date by Provider’s existing health, welfare and benefits programs and services through Provider’s existing call center and My Benefits resources. Recipient’s employees will be transitioned to Cigna with regard to health and welfare programs to allow both (A) family and medical leave, and (B) short term disability claims and tracking, with payments issued for short term disability.

4. Peoplesoft: Use of Provider’s Peoplesoft system to store Recipient’s employee and job records, with Recipient having the ability to make queries and retrieve data and reports from Provider’s Peoplesoft system as they relate to Recipient’s employees. Provider will ensure that the US payroll module is available during the Term. Additionally, Provider will maintain data flow to downstream systems, as reasonably required by Recipient; provided however, data maintenance will not be covered by this Service. Further, Provider will provide Recipient with access to HR Direct, to provide current employee view and self-service capability via HR Direct to Recipient’s employees, with Provider to ensure data changes take effect in Peoplesoft. Recipient will have the ability to update personal employee information in HR Direct; however, Recipient will not have the ability to use the Manager View or HRG View capabilities to perform any transactions. With regard to any Peopesoft queries that Recipient requires to be created, Provider will build such queries and develop and apply security for such queries; provided, however, Recipient must provide Provider with definitive descriptions of what population may access such queries (both public and private). Provider will support the onboarding process, which will programmatically send applicant data to Peopesoft for entry or update, or Provider will manually enter such data on behalf of Recipient. Provider, in its sole discretion, may allow certain of Recipient’s users to perform their own data entry into Peoplesoft for certain of Recipient’s populations, or Provider, in its sole discretion, may allow such of Recipient’s users to submit Smart Forms to the Provider’s Human Resources Data Administration mailbox to process with Peoplesoft. Provider and Recipient acknowledge and agree that joint transition project(s) will be required.

*Note: Peoplesoft and Provider will have access to all of Recipient’s and Recipient’s employees’ data on Peoplesoft.

5. Learning Hub Access: Access to Learning Hub for Recipient’s employees, who may self-enroll or be assigned, with all of Recipient’s employee’s Learning Hub records to be stored with Provider’s Learning Hub vendor, SuccessFactors(SAP); provided, however, Recipient may obtain such records, subject to Learning Hub’s terms and conditions. Additionally, Peoplesoft will direct Recipient’s employees to Learning Hub for use consistent with Provider’s past practices.

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3.	Financial Services
	Provider:	Honeywell International Inc.
		115 Tabor Road
		Morris Plains, NJ  07950
		Attention:
		Telephone:
	Recipient:	AdvanSix Resins & Chemicals LLC
		115 Tabor Road
		Morris Plains, NJ  07950
		Attention:
		Telephone:

Services and Charges:	See Annex 1.
Term:	The Financial Services will be provided for up to 12 months from the Distribution Date, unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.
Note:	Provider will perform the services described in   the Description of Services.
	All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.

Description of Financial Services:

1. Travel & Expense Processing – Travel and expense processing services consistent with those provided to Recipient prior to the Distribution Date, including corporate card services, travel and expense Help Desk services. Provider will also provide expense management support.

2. Customer-to-Cash Services – Services in connection with new account set-up and approvals, credit review of new customers, Order release and approvals, schedule of executive approval updates, collection of cash from customers, dispute management and escalation, reporting and forecasting of cash. Review credit and debit memos, identify/offset items as required, Statements are provided upon request to Customers for balancing and reconciliation purposes; Customer Orders that go on Credit Hold are reviewed for credit release. Investigate credit holds; negotiate/follow up with customers for payment. Work with the Customer Service and commercial team as required; Identify and contact Customers regarding past due accounts; Provide support and reporting to resolve all bankruptcy and other bad debt customer issues; Use commercially reasonable efforts to support all reasonable requests related to audits, including providing copies of invoices, proof of cash receipts and proof of receipt of payment and closing of specific invoices as long as Seller has access to those documents at Buyer’s locations.

3. Procure-to-Pay Services: Procure-to-pay services consistent with those provided to Recipient prior to the Distribution Date, including cash disbursements, creation and maintenance of vendor master, processing of purchase orders, document scanning services, mailroom services, invoice approval workflows, PO and non PO invoice processing, process vendor payments, vendor reconciliation, error resolution as required, vendor helpdesk services, supporting vendor interfaces and accruals and reporting; ; weekly fund settlement between Provider and Recipient.

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4. Record-to-Report Services: Record-to-report services consistent with those provided to Recipient prior to the Distribution Date, including monthly finance close processes, fixed asset accounting, consolidation of financial statements, enabling accurate and timely reporting of Recipient financial statements, HFM and SAP administrative support; provided, however, the close may be delayed up to 5 days initially compared to current state.

5. Cash Applications: Services in connection with the allocation of cash to receivables for closing balances (created pre-Distribution Date) on Provider’s books and records, the allocation of cash to receivables for invoices generated after the Distribution Date, the transition and training of Recipient’s service providers for the duration of the TSA, manual allocation employed in instances where Autobank tool may not be able to allocate cash automatically, this process is in place today and will continue for the duration of the TSA in the same manner as it is currently; weekly fund settlement between Provider and Recipient.

6. Accounting-to-Reporting Services – Shared accounting-to-reporting services for Recipient during the Term, pursuant to that certain shared services agreement with CapGemini / Genpact with Provider and CapGemini / Genpact and GFC providing shared services to Recipient, including accounting and accruals, SAP/FICO services including trouble shooting and monthly close, Monthly Consolidation and HFM, and support with monthly financials.

7. Financial Planning and Analysis (FP&A): FP&A support relating to Sales / OI Flash (WD2), cost management including OEF and indirect reporting (WD 5), raws forecast presentations (WD2), monthly Capex Uploads (WD5), AR and regional reporting (WD 7), Shipped not billed report (WD1).

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4. Health, Safety & Environmental Services

Provider:	Honeywell International Inc.
	115 Tabor Road
	Morris Plains, NJ  07950
	Attention:
	Telephone:

Recipient:	AdvanSix Resins & Chemicals LLC
	115 Tabor Road
	Morris Plains, NJ  07950
	Attention:
	Telephone:

Services and Charges:	See Annex 1.
Term:	The Health, Safety & Environmental Services will be provided for up to 12 months from the Distribution Date, unless extended or earlier terminated, in whole or in part, with the relevant provisions of this Agreement.
Note:	Provider will perform the services described in   the Description of Services.
	All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.

Description of Health, Safety & Environmental Services:

1. eMOC Software and Support: (Engineering Management of Change) access and support from Provider for electronic management of changes in processes for safety management.

2. Event Tracking System - Support and Metric: Access and support from Provider for incident reporting/tracking system. Recipient to continue to be able to report as well as receive reports, including metrics and weekly, monthly and annual cost of incidents during TSA period.

3. Remediation Management: Support from Honeywell remediation team for remediation at main facilities as well as ongoing Cogentrix Steam site remediation. This support may require participation and discussion in Recipient internal meetings.

4. Transportation Emergency Response: Access and support from Provider with respect to ChemTek Service for reporting incidents and Transportation ER for coordinating responses to incidents. Costs incurred by Provider from Chemtrec and Transportation ER, which are allocated to Recipient incidents will be passed on to Recipient.

5. Transportation Support & Emergency Response: Provider personnel to handle and manage call distribution and response coordination as well as support for transportation and Department of Transportation regulatory matters. Provider to be available to monitor Chemtrec calls and support transportation and Department of Transportation questions and concerns as they arise.

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5. Sales Services

Provider:	Honeywell International Inc.
	115 Tabor Road
	Morris Plains, NJ  07950
	Attention:
	Telephone:

Recipient:	AdvanSix Resins & Chemicals LLC
	115 Tabor Road
	Morris Plains, NJ  07950
	Attention:
	Telephone:

Services and Charges:	See Annex 1.
Term:	The Sales Service will be provided for up to 3 months from the Distribution Date, unless extended or earlier terminated, in whole or in part, with the relevant provisions of this Agreement.
Note:	Provider will perform the services described in   the Description of Services.
	All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.

Description of Sales Services:

1. Car Use for Recipient’s Sales Team: Use of those certain 12 vehicles owned by Provider that Recipient’s sales team uses as of the Distribution Date. Recipient may provide 1 months’ written notice to Provider in the event it desires to reduce the number of vehicles Recipient may use pursuant to this Agreement. The monthly charge for this Service will be reduced in the amount of $2,119 per month for each vehicle that is no longer in use by Recipient, with such reduction to be effective on a date which is 30 days after notice of reduction is delivered to Provider. In the event such reduction becomes effective between Provider’s invoices, the charges for such reduction shall be prorated. Recipient’s employees’ contribution toward such vehicles will be retained by Recipient and used to offset the costs for this Service.

S-12

6. Product Stewardship Services

Provider:	Honeywell International Inc.
	115 Tabor Road
	Morris Plains, NJ  07950
	Attention:
	Telephone:

Recipient:	AdvanSix Resins & Chemicals LLC
	115 Tabor Road
	Morris Plains, NJ  07950
	Attention:
	Telephone:

Services and Charges:	See Annex 1.
Term:	The Product Stewardship Services will be provided for up to 12 months from the Distribution Date, unless extended or earlier terminated, in whole or in part, with the relevant provisions of this Agreement.
Note:	Provider will perform the services described in   the Description of Services.
	All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.

Description of Product Stewardship Services:

1. Reach Registration: Support to Only Representative in use of or access to REACH European registration system for sharing/accessing information regarding toxicity.

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7. Operations & Manufacturing Services

Provider:	Honeywell International Inc.
	115 Tabor Road
	Morris Plains, NJ  07950
	Attention:
	Telephone:

Recipient:	AdvanSix Resins & Chemicals LLC
	115 Tabor Road
	Morris Plains, NJ  07950
	Attention:
	Telephone:

Services and Charges:	See Annex 1.
Term:	The Operations and Manufacturing Services will be provided for up to 6 months from the Distribution Date, unless otherwise provided herein, or unless extended or earlier terminated, in whole or in part, with the relevant provisions of this Agreement.
Note:	Provider will perform the services described in   the Description of Services.
	All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.

Description of Operations & Manufacturing Services:

1. OT S&N General Support of Other OT Systems and Networks: Provide services in connection with: (A) Process Historian, Uniformance Process Studio, Remote Connectivity and other Basic OT Applications, and design, deploy, and provide day-to-day support and renewal of appropriate processes for managing the above described applications over their respective life-cycles, and provide services in connection with performance measurement of the above described applications, and implementation of upgrades, troubleshooting, root cause analysis and optimization of basic applications, and providing general technical support for the above-listed technologies, (B) OT Wireless Technology, including day-to-day support of existing wireless systems integral to the process control infrastructure of the site (One Wireless) and implementation of upgrades, troubleshooting, root cause analysis and optimization of OS software, (C) small control platforms, including configuring small Provider controllers and related computing devices, such as HC-900 and MasterLogic, preparing graphic displays and deployment of Human Machine Interfaces (HMI) for small controllers and assisting start-up and commissioning of sub-systems and devices controlled by small controllers and (D) training activities to Recipient in connection with each of the aforementioned services.

2. OT S&N Process Control Optimization and Advanced Applications: Provide services in connection with : (A) Process Variability Reduction (PVR), including planning and implementation of short-term and long-term work for PVR activities and for optimization of production processes through use of process control technology, which may include: identification of variability, testing of loop performance, loop tuning, instrument calibration and conditioning and other related variability reduction activities, (B) process optimization, including identification of opportunities for the

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deployment of intermediate and advanced process control applications in existing manufacturing plants, and scoping, design, implementation and optimization of new control applications for the manufacturing processes, using their existing automation platform, (C) Advanced Process Control (APC) Applications, including evaluating the economic benefits of advanced process control applications such as Multivariate Controls, Fuzzy Logic, Neural-Networks-based and other advanced control technologies; identifying necessary tasks and estimation of effort required to deploy APC; configuring and installing of APC’s; tuning of APC appropriate parameters for optimal performance; and monitoring of APC for continuous delivery of expected operational metrics, and (D) training activities to Recipient in connection with each of the aforementioned services.

3. OT S&N Capital Projects and Automation Step-Change Support: Provide services in connection with (A) basic engineering, including defining needs, evaluating alternatives and selection of all instrumentation devices, control strategies and infrastructure used to monitor and control new engineering systems, machinery and manufacturing processes, (B) detailed engineering, including design, installation, commissioning, optimization and continuous support of automation infrastructure used to monitor and control new engineering systems, machinery and manufacturing processes, which may include: (i) defining control strategies for continuous chemical processes: distillation columns, reactors, boilers, and similar processes, (ii) configuring of Distributed Control Systems (DCS) and related computing devices, (iii) preparing graphic displays and deployment of Human Machine Interfaces (HMI), (iv) continually optimizing the automation platform and systems to ensure process operations are conducted automatically to the full extent of their capabilities, and (v) training activities to Recipient in connection with each of the aforementioned services.

4. OT S&N Safety Engineering Services: Hazard Analysis, Risk Identification, Design of Safety Instrumented Systems Including Deployment and Life-Cycle Support: Provide services in connection with: (A) participating in teams tasked with the performance of hazardous operations analysis (HAZOP), process hazard analysis (PHA) and layers of protection analysis (LOPA) and generate guidance for the determination of appropriate automation-based mitigating remedies; (B) providing technical knowledge with respect to required safety automation codes and regulations applicable to manufacturing facilities and guide Recipient to achieve compliance, (C) preparing and managing organizational know-how documentation (standards and best engineering practices) on the design, implementation, testing and validation of all life-cycle activities associated with safety automation systems, (D) allocating appropriate safety layers for process risks identified in hazard analysis, through the definition of Instrumented Protective Functions (IPF) and Safety Instrumented Functions (SIF), (E) performing engineering calculations for the determination of Safety Integrity Levels (SIL) and analysis of optimal risk-reduction alternatives, (F) documenting the capture all required specifications of the safety layers of the automation systems: functional logic, reliability of devices, SIL calculations, testing procedures, protocols for installation, commissioning and validation, (G) providing technical expertise on scoping and estimation of safety automated systems to capital projects throughout all their development phases, (H) developing applications (programming) of safety-related logic, design and implement integration with Distributed Control Systems (DCS) and Human-Machine Interfaces (HMI), provide commissioning services and lead testing and validation activities for Safety Instrumented Systems (SIS), (I) delivering conceptual and detailed design of SIS fully compliant with IEC 61508 and 61511 standards (ANSI/ISA 84), including field instruments, actuators, logic solvers and interfaces to other systems, and (J) training activities to Recipient in connection with each of the aforementioned services.

5. OT S&N Process Controls Systems and Network Administration and Security: Provide services in connection with: (A) access control, including managing Recipient’s employees who are authorized to access, operate, and modify the following system computing components of Recipient: firewalls, gateways, switches, servers, workstations, and similar components, and the means to authenticate users and validate such users’ privileges, (B) change management, including controlling

S-15

administrative and technical procedures for implementing modifications, upgrades, additions and deletions of all system components, with modifications concerning hardware, operating and configuration system software, third party software and documentation, (C) back-up and recovery, including organizing and implementing all activities required to ensure that system software, application software, configuration parameters and critical process data can be retrieved in the event of system faults, and be fully functional in the least amount of time possible, (D) data integrity, including managing all ancillary systems required to guarantee that the automation information is available as needed (e.g., UPS, encryption servers, anti-virus, patches and software version updates, and all other security activities, (E) performance monitoring, including managing all activities required to determine the operational conditions of the following system elements: CPU utilization, cache utilization, number of transactions, job waiting times, disk capacity utilization, system error messages, network traffic and load, I/O load, alarms, and similar system elements, (F) performance delivery, including confirming that the system delivers the availability and reliability required by the users, and that the expected performance does not degrade over time, which may require troubleshooting, root cause analysis, implementation of fixes and day-to-day improvement, and (G) training activities to Recipient in connection with each of the aforementioned services.

6. Estimation Support: Provide estimating function and Recipient’s continued access to such support.

7. AdvanSix Discipline Engineering Plant: Provide discipline engineering at a baseline level of support primarily in connection with plant maintenance and reliability functions.

8. Process Safety Consulting: Provide process safety strategy and methodology consulting, and support for release modeling training and validation.

9. Honeywell China GMS: Cause an engineer employed by Provider to be reasonable available in connection with certain projects, including HPW ATS and sulfite production projects, through completion of Global Mobility Services (GMS) assignment. The duration of the Honeywell China GMS service shall not exceed the limitations of current visa arrangements with GMS.

S-16

8. Procurement Services

Provider:	Honeywell International Inc.
	115 Tabor Road
	Morris Plains, NJ  07950
	Attention:
	Telephone:

Recipient:	AdvanSix Resins & Chemicals LLC
	115 Tabor Road
	Morris Plains, NJ  07950
	Attention:
	Telephone:

Services and Charges:	See Annex 1.
Term:	The Procurement Services will be provided for up to 6 months from the Distribution Date, except to the extent another period is expressly specified herein, or unless extended or earlier terminated, in whole or in part, with the relevant provisions of this Agreement.
Note:	Provider will perform the services described in the Description of Services.
	All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.

Description of Procurement Services:

1. Contractor Qualification System - ISNET World: Use of system for determining whether contractors meet the qualifications for to perform work on-site.

2. Competitive Bidding - Ariba E-Sourcing Events and E-Auction: For 18 months following the Distribution Date, support by Provider personnel to facilitate use of system that allows procurement team to e-source suppliers, including dissemination of requests for quotes or requests for proposals and e-auction platform for response to such requests.

3. Master Data Management (Buyer Support and Reporting): For 24 months following the Distribution Date, support via Provider’s procurement team handling all procurement data in IT applications, including internally maintained data and data maintained in Ariba. Additional support via Provider’s general buyer support team will be provided to the main procurement personnel of Recipient. Provider will supply Recipient with supplier-quality reporting metrics and associated reports for Recipient’s sites and suppliers.

S-17

9. Customer Support Services

Provider:	Honeywell International Inc.
	115 Tabor Road
	Morris Plains, NJ  07950
	Attention:
	Telephone:

Recipient:	AdvanSix Resins & Chemicals LLC
	115 Tabor Road
	Morris Plains, NJ  07950
	Attention:
	Telephone:

Services and Charges:	See Annex 1.
Term:	The Customer Support Services will be provided for up to 6 months from the Distribution Date, except to the extent another period is expressly specified herein, or unless extended or earlier terminated, in whole or in part, with the relevant provisions of this Agreement.
Note:	Provider will perform the services described in the Description of Services.
	All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.

Description of Customer Support Services:

1. Customer Service Staffing: Provider’s customer service support based in Mexico will perform standard work-order to cash processes, including server testing. Additionally, such customer service support will train 5.7 full time equivalent employees of Recipient. As such full time equivalent employees, or any portion thereof, receives sufficient training, as Recipient determines, in its commercially reasonable discretion, the charges associated with such training will be reduced by $6,246.03 for each full time equivalent employee that has been sufficiently trained, or any portion thereof; provided, however, such reduction shall only take effect after Recipient delivers one months’ notice of such sufficient training to Provider.

2. Customer Support Master Data: Provider to provide SAP modular master data support for Recipient’s customer information, with Provider to make changes to customer data and customer pricing, and train Recipient’s customer service representatives in connection with changing customer data and customer pricing.

S-18

10. Supply Chain / Logistics Services

Provider:	Honeywell International Inc.
	115 Tabor Road
	Morris Plains, NJ  07950
	Attention:
	Telephone:

Recipient:	AdvanSix Resins & Chemicals LLC
	115 Tabor Road
	Morris Plains, NJ  07950
	Attention:
	Telephone:

Services and Charges:	See Annex 1.
Term:	The Supply Chain / Logistics Services will be provided for the period provided herein, unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.
	All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.

Description of Supply Chain / Logistics Services:

1. Regulatory Compliance for Transportation: For a period of 12 months beginning on the Distribution Date, provide regulatory oversight related to transportation compliance for Recipient’s private fleets (which include shipments by truck, rail or vessel). Services include obtaining and maintaining HAZMAT and DOT registrations for private fleets, maintaining necessary information in the Environmental Health and Safety module of SAP to support Recipient’s needs regarding transportation of dangerous goods, and educating Recipient with respect to any developments in regulations or policies relating to Recipient’s transportation. Such services may be provided by Provider or Currie Associates. Provider will manage the relationship between Recipient and Currie Associates.

2. Private Fleet Compliance: For a period of 6 months of the Distribution Date, subject to Provider’s contract with JJKeller, Provider will maintain and manage its contractual relationship with JJKeller such that JJKeller will continue to provide Recipient with private fleet compliance services and support.

S-19

11. Legal / Contracts Services

Provider:	Honeywell International Inc.
	115 Tabor Road
	Morris Plains, NJ  07950
	Attention:
	Telephone:

Recipient:	AdvanSix Resins & Chemicals LLC
	115 Tabor Road
	Morris Plains, NJ  07950
	Attention:
	Telephone:

Services and Charges:	See Annex 1.
Term:	The Legal / Contracts Services will be provided for up to 18 months from the Distribution Date, or unless extended or earlier terminated, in whole or in part, with the relevant provisions of this Agreement.
Note:	1. Provider will perform the services described in the Description of Services. 2. All services are subject to any licensing and/or other restrictions imposed on Honeywell by software vendors, and all of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.

Description of Legal/Contracts Services:

1. Passport: Use of Passport platform, including legal matter management and legal spend management applications.

2. Thomson Reuter IP Manager: Use of system (or assistance via Honeywell user), including patent and trademark docketing, filing and prosecution progress/timelines and tracking of patent and trademark related payments.

3. WIDS: Use of system for preparing, documenting and filing invention disclosure statements.

4. HIPI: Use of system, including virtual file room for determining internal use of existing aging patents and offering for licensing to third-parties, and tracking licensing fees and income.

S-20

Annex 1 to Schedule A

Services and Charges

Service	Monthly Billing Amount (in US Dollars)	Applicable Notes (All Monthly Billing Amounts Stated Herein Are Fixed Amounts, Unless Otherwise Stated}
Enterprise IT Services:
1. AH Backup	$983.30
2. AH Backup – Core	$7,686.16
3. AH Cloud	$74.22
4. AH Cloud – Connected Platform – Core	$1,942.50
5. AH Hardware Lease	$7,369.61
6. AH Hardware Maintenance	$3,161.17
7. AH IAM – Core	$12,687.70	Variable and Dependent Costs
8. AH IMAC	$626.26
9. AH Other	$17,393.29
10. AH SAP Basis Support	$20,377.27
11. AH Shared Hosting	$2,604.23
12. AH Software Maintenance	$52,769.87
13. AH Storage	$2,020.03
14. AH Storage – GFS Core	$4,994.81
15. AH Storage – Storage Core	$11,469.09
16. AH Support	$7,035.62
17. CS Collaboration Support	$3.37	Variable and Dependent Costs
18. CS EVAN	$688.15
19. CS Hardware Lease	$17.47
20. CS Hardware Maintenance	$310.46
21. CS LEC	$805.31
22. CS Long Distance	$461.28
23. CS MACD	$570.71
24. CS Other	$78.12
25. CS Wireless LAN – Core	$1,291.00
26. DT Desktop Support	$1,370.71	Variable and Dependent Costs

S-21

27. DT Hardware Lease	$915.53	Variable and Dependent Costs
28. DT Printer Services	$718.10
29. HD Helpdesk Calls	$83.88	Variable and Dependent Costs
30. HD Helpdesk Calls – Core	$1,693.94	Variable and Dependent Costs
31. Honeywell Connected Person	$2,212.79	Variable and Dependent Costs
32. Security Other – DLP Core	$3,814.27
33. Security Other – Firewall Core	$9,613.30
34. SS Cellular	$3.12	Variable and Dependent Costs
35. SS PDA	$529.44	Variable and Dependent Costs
36. SAP, BW,  Non-ERP Support	$47,655.04
37. SAP, BW,  Non-ERP Support – Clone Addition	$19,985.00
38. SAP, BW, Optivision – Clone Addition	$55,785.86
39. SAP and Oracle  L&M	$26,687.50
40. Non-ERP Applications L&M	$69,886.25
41. Site Support	$56,000.00
42. Technical Support from PMT Service Delivery	$53,382.00
43. Depreciation of Software Assets	$78,225.00
44. ERP (O2C, P2P, SIOP, Financials, EH&S, PM, PS) Applications (including SAP, APO-DP, SAP PI, HP QC, Autosys, Elemica, Specification Database, SDS, DG, GLM, REACH, TSCA CDR, OSHA RMP, DHS CFATS, EHS, MSDS, Web Interface), ERP Analytics Applications (including SAP BW HANA, SAP Business Objects, SAP BEX)	$126,874.97
45. Commercial and Digital Customer Applications (including Salesforce.com, Marketing Websites on Rackspace, ROSI mobile app, Easy Maintenance mobile app, JDET Pricing Analysis DB)	$26,250.00
46. EH&S Applications Non-SAP (including 3E Ariel, IHS Essentials 7.5 Suite, Impact ERM, PAIR (Sharepoint CAPA Site), IHS  Stature, OHM, LeakDas, TIPP, Safer Trace, Safer Realtime, Chemical Lookup Tool)	$4,375.04
47. Manufacturing and Engineering Non-SAP Applications (including  Accolade, Aspen, Autodesk Suite (ACAD Mechanical, Inventor, Navisworks, Robot), Integraph suite (ICAS, InTools, PVElite, CADWorx, Tank, Caesar2, SmartPlant, MathCAD), Chemdoodle, ChemDraw, CHF Packout, MESF, Lactam Tracker, EMOC, Hopewell SQL LIMS 5.1, Chestefield SQL LIMS 5.1, Frankford SQL LIMS 5.1, Hopewell COA, LIMSLINK, BlueCielo Meridian, Meridium, NWA Quality Analyst, Pipeflo, PRVSuite, Unisim Design R410, Railcar Tracking, Railtrac, Yardmaster, Weighmaster, ITS Mobile (SAP), Vendor Qualification system, Apollo RCCA, Vocollect, ADCA, Optivision)	$28,000.04

S-22

48. Time and Attendance Applications (including  Kronos)	$2,625.00
49. Trade Compliance Applications (Amber Road)	$437.54
50. Financial Reporting Applications (including (HFM) Licenses	$936.25
51. Environment, Health and Safety Applications (including ETS)	$218.72
52. Procure to Pay Applications (including Dolphin, KOFAX, pCards)	$6,851.25
53. Order to Cash Applications (including Autobank, FCSM)	$11,777.50
54. Financial and Tax Applications (including SAP Global Risk and Compliance, CCH Tax Research, HFM Flex, Reuters, vAT T&E, e-Rec)	$39,690.00
55. Knowledge Management Applications (including Documentum, Sharepoint, Nintex Forms and Workflow)	$9,652.39
56. [Procurement Applications (including TrackVia, DNB Supplier Risk Manager, Digital Forms, Remedy Tickets)]	[TBD]
57.  Recipient Infrastructure Costs	$117,254.17*
Total Enterprise IT Services	$960,925.57
* Recipient Infrastructure Costs Break-Down ( Recipient will be billed directly by Provider for the items listed below, in addition to any items listed in the above services and charges table for Enterprise IT Services):
A. CS Collaboration Support	$44.49	Variable and Dependent Costs
B. DT Desktop Support	$21,684.60	Variable and Dependent Costs
C. DT Hardware Lease	$24,223.82	Variable and Dependent Costs
D. DT Hardware Purchases	$78.75	Variable and Dependent Costs
E. HD Helpdesk Calls	$2,298.45	Variable and Dependent Costs
F. Provider Connected Person	$4,406.78	Variable and Dependent Costs
G. SS Air Card	$1,050.74	Variable and Dependent Costs
H. SS Calling Cards	$15.75	Variable and Dependent Costs
I. SS Cellular	$477.75	Variable and Dependent Costs
J. SS Pagers	$151.20	Variable and Dependent Costs
K. SS PDA	$13,255.80	Variable and Dependent Costs
L. AH Backup	$909.30
M. AH Hardware Lease	$17,289.30
N. AH Hardware Maintenance	$86.10
O. AH IMAC	$337.05
P. AH Other	$87.50

S-23

Q. AH Support	$562.80
R. CS Depreciation/Amortization	$211.05
S. CS EWAN	$853.13
T. CS Hardware Lease	$780.15
U. CS Hardware Maintenance	$1,410.15
V. CS LEC	$6,418.77
W. CS Long Distance	$2,833.95
X. CS MACD	$843.15
Y. CS Other	$3,544.62
Z. DT Printer Services	$13,399.05
Human Resources Services:
1. Payroll	$19,891.20
2. Staffing: US Direct Hire	$47,250.00
3. Healthcare & Welfare Programs	$12,765.90
4. Peoplesoft	$17,772.30
5. Learning Hub Access	$8,610.00
Total Human Resource Services	$106,289.40
Financial Services:
1. Travel & Expense Processing	$610.05
2. Customer-to-Cash Services	$16,322.25
3. Procure-to-Pay Services	$19,013.40
4. Record-to-Report Services	$19,337.85
5. Cash Applications	$3,499.65
6. Accounting-to-Reporting Services	$31,500.00
7. Financial Planning and Analysis	$2,625.00
Total Financial Services	$92,908.20
Health, Safety & Environment Services:
1. eMOC Software and Support	$787.50
2. Event Tracking System – Support and Metric	$1,575.00
3. Remediation Management	$1,155.00
4. Transportation Emergency Response	$787.50
5. Transportation Support & Emergency Response (Honeywell) Resource Support	$0.00*	Variable

S-24

Total Health, Safety & Environment Services	$4,305.00
* Third-party vendor bills Provider per-incident; Provider will charge-back Recipient for the cost of such services as such services are incurred.
Sales Services:
1. Sales Team Company Cars	$26,698.35
Total Sales Services	$26,698.35
Product Stewardship Services:
1. Reach Registration	$1,155.00
Total Product Stewardship Services	$1,155.00
Operating & Manufacturing Services:
1. OT S&N General Support of Other OT Systems and Networks	$0.00*
2. OT S&N Process Control Optimization and Advanced Applications	$0.00*
3. OT S&N Capital Projects and Automation Step-Change Support	$0.00*
4. OT S&N Safety Engineering Services: Hazard Analysis, Risk Identification, Design of Safety Instrumented Systems Including Deployment and Life-Cycle Support	$0.00*
5. OT S&N Process Controls Systems and Network Administration and Security	$0.00*	Variable
6. Estimation Support	$0.00*
7. AdvanSix Discipline Engineering Plant Support	$0.00*	Variable
8. Process Safety Consulting	$0.00*	Variable
9. Honeywell China GMS	$0.00**	Variable
Total Operating & Manufacturing Services	$   0.00
*Billed on a $122.85 per hour basis.
**Billed on a $90.30 per hour basis, plus any charges, costs or fees relating to the national status of any of Provider’s employees.

S-25

Procurement Services:
1. Contractor Qualification System – ISNET World	$4,200.00
2. Competitive Bidding – Ariba E-Sourcing Events and E-Auction	$5,407.50
3. Master Data Management, Buyer Support and Reporting	$7,507.50
Total Procurement Services	$17,115.00
Customer Support Services:
1. Customer Support Master Data	$4,590.60
2. Customer Service Staffing	$32,791.50
Total Customer Support Services	$37,382.10
Supply Chain / Logistics Services:
1. Regulatory Compliance For Transportation	$5,888.40
2. Private Fleet Compliance	$1,092.00
Total Supply Chain/Logistics Services	$6,980.40
Legal / Contracts Services:
1. Passport Legal Billing and Matter Management	$945.00
2. Thompson Reuter IP Manager	$157.50
3. WIDS	$157.50
4. HIPI Virtual File Room	$420.00
Total Legal / Contracts Services	$1,680.00

S-26

Schedule B

Transition Services to be Provided by AdvanSix

1.	Operations & Manufacturing Services
	Provider:	AdvanSix Resins & Chemicals LLC
		115 Tabor Road
		Morris Plains, NJ  07950
		Attention:
		Telephone:
	Recipient:	Honeywell International Inc.
		115 Tabor Road
		Morris Plains, NJ  07950
		Attention:
		Telephone:

Services and Charges:	See Annex 1.
Term:	The Operations / Manufacturing Services will be provided for up to 6 months from the Distribution Date, except to the extent that another period is expressly specified herein, or unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.
Note:	Provider will perform the services described in   the Description of Services.

Description of Operations & Manufacturing Services:

1. Energy & Sustainability Program Management:  Provide Energy and Sustainability Program Management support and services. Such support and services will be provided by Keith Togna, an employee of Provider.

2. Simulation Services:  Provide Simulation Services and support. Such services and support will be provided by Jay Khare, an employee of Provider.

3. Support for Advanced Materials (AM), Orange Site and China Projects:  Provide support for SP, Orange Site and China projects. Such support will be provided by Greg Cleotelis, with respect to general project, technical and permitting support at the Orange Site, and Adam Schuette, with respect to completing open Advanced Materials projects, including the Air Separation Module Project startup, phase 2 processes, and other Packaging and Composites packages. Each of Greg Cleotelis and Adam Schuette are employees of Provider.

4. Discipline Engineering Support:  Provide discipline engineering support in connection with non-Provider Recipient projects and Provider will train and transition Recipient and Recipient’s employees to perform such support services on and after the Distribution Date. Such support shall be provided by Ken Twigg, Karold Loiterman, and Nitin Jasani, who are employees of Provider.

S-27

5. Project Controls Support:  Provide Project Controls support and services in connection with non-Provider Recipient projects and Provider will train and transition Recipient and Recipient’s employees to perform such support services on and after the Distribution Date. Such support shall be provided by Darlene Hilt, Tammy Bobeau, Carrie Bouchee and Beverly Clarke, who are employees of Provider.

6. OT S&N General Support of Other OT Systems and Networks:  Provide services in connection with: (A) Process Historian, Uniformance Process Studio, Remote Connectivity and other Basic OT Applications, and design, deploy, and provide day-to-day support and renewal of appropriate processes for managing the above described applications over their respective life-cycles, and provide services in connection with performance measurement of the above described applications, and implementation of upgrades, troubleshooting, root cause analysis and optimization of basic applications, and providing general technical support for the above-listed technologies, (B) OT Wireless Technology, including day-to-day support of existing wireless systems integral to the process control infrastructure of the site (One Wireless) and implementation of upgrades, troubleshooting, root cause analysis and optimization of OS software, (C) small control platforms, including configuring small Provider controllers and related computing devices, such as HC-900 and MasterLogic, preparing graphic displays and deployment of Human Machine Interfaces (HMI) for small controllers and assisting start-up and commissioning of sub-systems and devices controlled by small controllers and (D) training activities to Recipient in connection with each of the aforementioned services.

7. OT S&N Process Control Optimization and Advanced Applications: Provide services in connection with : (A) Process Variability Reduction (PVR), including planning  and implementation of short-term and long-term work for PVR activities and for optimization of production processes through use of process control technology, which may include: identification of variability, testing of loop performance, loop tuning, instrument calibration and conditioning and other related variability reduction activities, (B) process optimization, including identification of opportunities for the deployment of intermediate and advanced process control applications in existing manufacturing plants, and scoping, design, implementation and optimization of new control applications for the manufacturing processes, using their existing automation platform, (C) Advanced Process Control (APC) Applications, including evaluating the economic benefits of advanced process control applications such as Multivariate Controls, Fuzzy Logic, Neural-Networks-based and other advanced control technologies; identifying necessary tasks and estimation of effort required to deploy APC; configuring and installing of APC’s; tuning of APC appropriate parameters for optimal performance; and monitoring of APC for continuous delivery of expected operational metrics, and (D) training activities to Recipient in connection with each of the aforementioned services.

8. OT S&N Capital Projects and Automation Step-Change Support: Provide services in connection with (A) basic engineering, including defining needs, evaluating alternatives and selection of all instrumentation devices, control strategies and infrastructure used to monitor and control new engineering systems, machinery and manufacturing processes, (B) detailed engineering, including design, installation, commissioning, optimization and continuous support of automation infrastructure used to monitor and control new engineering systems, machinery and manufacturing processes, which may include: (i) defining control strategies for continuous chemical processes: distillation columns, reactors, boilers, and similar processes, (ii) configuring of Distributed Control Systems (DCS) and related computing devices, (iii) preparing graphic displays and deployment of Human Machine Interfaces (HMI), (iv) continually optimizing the automation platform and systems to ensure process operations are conducted automatically to the full extent of their capabilities, and (v) training activities to Recipient in connection with each of the aforementioned services.

9. OT S&N Safety Engineering Services: Hazard Analysis, Risk Identification, Design of Safety

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Instrumented Systems Including Deployment and Life-Cycle Support: Provide services in connection with: (A) participating in teams tasked with the performance of hazardous operations analysis (HAZOP), process hazard analysis (PHA) and layers of protection analysis (LOPA) and generate guidance for the determination of appropriate automation-based mitigating remedies; (B) providing technical knowledge with respect to required safety automation codes and regulations applicable to manufacturing facilities and guide Recipient to achieve compliance, (C) preparing and managing organizational know-how documentation (standards and best engineering practices) on the design, implementation, testing and validation of all life-cycle activities associated with safety automation systems, (D) allocating appropriate safety layers for process risks identified in hazard analysis, through the definition of Instrumented Protective Functions (IPF) and Safety Instrumented Functions (SIF), (E) performing engineering calculations for the determination of Safety Integrity Levels (SIL) and analysis of optimal risk-reduction alternatives, (F) documenting the capture all required specifications of the safety layers of the automation systems: functional logic, reliability of devices, SIL calculations, testing procedures, protocols for installation, commissioning and validation, (G) providing technical expertise on scoping and estimation of safety automated systems to capital projects throughout all their development phases, (H) developing applications (programming) of safety-related logic, design and implement integration with Distributed Control Systems (DCS) and Human-Machine Interfaces (HMI), provide commissioning services and lead testing and validation activities for Safety Instrumented Systems (SIS), (I) delivering conceptual and detailed design of SIS fully compliant with IEC 61508 and 61511 standards (ANSI/ISA 84), including field instruments, actuators, logic solvers and interfaces to other systems, and (J) training activities to Recipient in connection with each of the aforementioned services.

10. OT S&N Process Controls Systems and Network Administration and Security: Provide services in connection with: (A) access control, including managing Recipient’s employees who are authorized to access, operate, and modify the following system computing components of Recipient: firewalls, gateways, switches, servers, workstations, and similar components, and the means to authenticate users and validate such users’ privileges, (B) change management, including controlling administrative and technical procedures for implementing modifications, upgrades, additions and deletions of all system components, with modifications concerning hardware, operating and configuration system software, third party software and documentation, (C) back-up and recovery, including organizing and implementing all activities required to ensure that system software, application software, configuration parameters and critical process data can be retrieved in the event of system faults, and be fully functional in the least amount of time possible, (D) data integrity, including managing all ancillary systems required to guarantee that the automation information is available as needed (e.g., UPS, encryption servers, anti-virus, patches and software version updates, and all other security activities, (E) performance monitoring, including managing all activities required to determine the operational conditions of the following system elements: CPU utilization, cache utilization, number of transactions, job waiting times, disk capacity utilization, system error messages, network traffic and load, I/O load, alarms, and similar system elements, (F) performance delivery, including confirming that the system delivers the availability and reliability required by the users, and that the expected performance does not degrade over time, which  may require troubleshooting, root cause analysis, implementation of fixes and day-to-day improvement, and (G) training activities to Recipient in connection with each of the aforementioned services.

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2.	Procurement Services
	Provider:	AdvanSix Resins & Chemicals LLC
		115 Tabor Road
		Morris Plains, NJ  07950
		Attention:
		Telephone:
	Recipient:	Honeywell International Inc.
		115 Tabor Road
		Morris Plains, NJ  07950
		Attention:
		Telephone:

Services and Charges:	See Annex 1.
Term:	The Procurement Services will be provided for up to 1 month from the Distribution Date, except to the extent that another period is expressly specified herein, or unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.
Note:	Provider will perform the services described in   the Description of Services.

Description of Procurement Services:

1. Colonial Heights Natural Gas Supply:  Administration of existing shared gas supply agreement servicing Recipient’s Colonial Heights location. Additionally, Provider will be responsible for such location’s receipt of appropriate gas supply, which shall be consistent with the gas supply provided to such location prior to the Distribution Date, and Provider will promptly pay any and all invoices relating to such shared gas supply agreement. Such shared gas supply agreement currently has an expiration date of October 31, 2016. Recipient will reimburse Provider for a portion of the actual costs of natural gas supply to the Colonial Heights location during the Term, consistent with the allocation of actual costs of natural gas supply between Recipient and Provider which exist as of the Distribution Date.

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3.	Customer Support  Services
	Provider:	AdvanSix Resins & Chemicals LLC
		115 Tabor Road
		Morris Plains, NJ  07950
		Attention:
		Telephone:
	Recipient:	Honeywell International Inc.
		115 Tabor Road
		Morris Plains, NJ  07950
		Attention:
		Telephone:

Services and Charges:	See Annex 1.
Term:	The Customer Support Services will be provided for up to 2 months from the Distribution Date, except to the extent that another period is expressly specified herein, or unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.
Note:	Provider will perform the services described in   the Description of Services.

Description of Customer Support Services:

1. MARS Project Support:  Provide Recipient with, and make available to Recipient, 1 full time equivalent employee of Provider’s Customer Service staff, who will provide taxware support to Recipient in connection with Recipient’s MARS project. Recipient may provide written notice to Provider that it no longer requires this Service, and the charges relating to this Service shall be prorated.

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4.	Supply Chain / Logistics Services
	Provider:	AdvanSix Resins & Chemicals LLC
		115 Tabor Road
		Morris Plains, NJ  07950
		Attention:
		Telephone:
	Recipient:	Honeywell International Inc.
		115 Tabor Road
		Morris Plains, NJ  07950
		Attention:
		Telephone:

Services and Charges:	See Annex 1.
Term:	The Supply Chain / Logistics Services will be provided for up to 4 months from the Distribution Date, except to the extent that another period is expressly specified herein, or unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.
Note:	Provider will perform the services described in   the Description of Services.

Description of Supply Chain / Logistics Services:

1. Rail Procurement:  Provide rail procurement support through Richard Dodd (“Dodd”), an employee of Provider, and former employee of Recipient. Dodd will complete all of Recipient’s rail procurement work, as assigned by Recipient, and Dodd will train any of Recipient’s employees that are engaged to perform rail procurement support, or similar work, after the expiration of the Term.

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Annex 1 to Schedule B

Services and Charges

Service	Monthly Billing Amount (in US Dollars)	Applicable Notes
Operating & Manufacturing Services:
1. Energy & Sustainability	$0.00*
2. Simulation Services	$0.00*
3. Support for Advanced Materials (AM), Orange Site and China Projects	$0.00*
4. Discipline Engineering Support	$0.00*
5. Project Controls Support	$0.00*
6. OT S&N General Support of Other OT Systems and Networks	$0.00*
7. OT S&N Process Control Optimization and Advanced Applications	$0.00*
8. OT S&N Capital Projects and Automation Step-Change Support	$0.00*
9. OT S&N Safety Engineering Services: Hazard Analysis, Risk Identification, Design of Safety Instrumented Systems Including Deployment and Life-Cycle Support	$0.00*
10. OT S&N Process Controls Systems and Network Administration and Security	$0.00*
Total Operating & Manufacturing Services	$   0.00
*Variable, Billed on a $122.85 per hour basis.
Procurement Services:
1. Colonial Heights Natural Gas Supply	$1,050.00	Variable
Total Procurement Services	$1,050.00

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Customer Support Services:
1. MARS Project Support	$6,558.30
Total Procurement Services	$6,558.30
Supply Chain / Logistics Services:
1. Rail Procurement	$4,200.00
Total Supply Chain/Logistics Services	$4,200.00

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Schedule C

[Intentionally Omitted]

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Schedule D

[Intentionally Omitted]

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Schedule E

Shared Real Property

Provider:	Honeywell International Inc.
	Global Real Estate
	21925 Field Parkway, Suite 220
	Deer Park, Illinois 60010
	Attention:  Rick Kriva, Vice President of Global Real Estate
	Telephone:
Recipient:	AdvanSix Resins & Chemicals LLC
	115 Tabor Road
	Morris Plains, NJ  07950
	Attention:
	Telephone:

Term:

The Shared Real Property will be provided from 12 months from the Distribution, except to the extent that another period is expressly  specified in this Schedule E with respect to any Shared Real Property described below, or unless earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.

Restrictions Applicable to the Shared Real Property

Recipient’s occupancy and use of the Shared Real Property is subject to any rules and restrictions Provider may impose from time to time, in its sole discretion (including, without limitation, with respect to use by Recipient and its Personnel of existing employee entrances). Further, Provider may restrict Recipient from occupying or using any part of any Shared Real Property described below if Provider determines, in its sole discretion, that such restriction is reasonably necessary for the conduct of Provider’s business.

Shared Real Property to be provided by Honeywell to AdvanSix:

● Continued occupancy of, and access to, certain portions Provider’s Morris Plains, New Jersey location, commonly known as 115 Tabor Road, Morris Plains, NJ, including continued access to all of the “Common Areas”, as designated by Provider, in each case, solely for use as Recipient’s headquarters. Recipient’s right to occupy and access Provider’s Morris Plains location, as described herein, shall terminate on the earlier of: (A) 12 months after the Distribution Date, or (B) at such time as Provider determines that Recipient has adequately transitioned into its new headquarters. The Monthly License Fee for the Morris Plains location shall be $15,000.

● Occupancy of, and access to, that certain 3,900 square foot portion of the research and development offices and laboratory space in Provider’s Morristown CTC, New Jersey location, commonly known as 101 Columbia Road, Morristown, NJ, for a

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Term of 12 months beginning on the Distribution Date, including access to all of the “Common Areas”, as designated by Provider, in each case, solely for use as Recipient’s research and development activities. Recipient’s right to occupy and access Provider’s Morristown CTC’s location, as described herein, shall terminate on the earlier of: (A) 12 months after the Distribution Date, or (B) at such time as Provider determines that Recipient has adequately transitioned into its new headquarters. The Monthly License Fee for the Morristown location shall be $9,750.

● Continued occupancy of, and access to, certain portions of the office and laboratory space in Provider’s Shanghai, China location, commonly known as No. 430, Li Bing Road, Shanghai, China, for a term of 24 months beginning on the Distribution Date, including continued access to all of the “Common Areas”, as designated by Provider, in each case, solely for Recipient’s laboratory and general office activities. Recipient’s right to occupy and access Provider’s Shanghai location, as described herein, shall terminate on the earlier of: (A) 24 months after the Distribution Date, or (B) at such time as Provider determines that Recipient has adequately transitioned into its new headquarters. The Monthly License Fee for the Shanghai location shall be $30,000.

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EX-10.2

Exhibit 10.2

TAX MATTERS AGREEMENT (this “Agreement”), dated as of     , 2016, by and between Honeywell International Inc., a Delaware corporation (“HII”), and AdvanSix, Inc., a Delaware corporation (“AdvanSix” and, together with HII, the “Parties”).

W I T N E S S E T H :

WHEREAS AdvanSix is a wholly-owned subsidiary of HII and a member of the affiliated group of which HII is the common parent;

WHEREAS, pursuant to the Separation Agreement, HII and AdvanSix have effected or agreed to effect (i) the Internal Transactions (the steps of which are described in Schedule I of the Separation Agreement) and (ii) the Distribution (together, the “Transactions”); and

WHEREAS the Parties intend that each of the applicable Transactions qualify for its Intended Tax Treatment;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definition of Terms. The following terms shall have the following meanings. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Separation Agreement.

“10% Acquisition Transaction” has the meaning set forth in Section 4.06.

“Accounting Firm” has the meaning set forth in Section 3.01(c).

“Active Trade or Business” means the active conduct (determined in accordance with Section 355(b) of the Code) of the trade or business described in the Tax Opinion Representations for purposes of satisfying the requirements of Section 355(b) of the Code as it applies to the Distribution with respect to AdvanSix.

“AdvanSix” has the meaning set forth in the preamble.

“AdvanSix SAG” has the meaning set forth in Section 4.03(a)(v).

“AdvanSix Stock” means (i) all classes or series of stock or other equity interests of AdvanSix and (ii) all other instruments properly treated as stock of AdvanSix for U.S. Federal income Tax purposes.

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“AdvanSix Tax Group” means (i) AdvanSix, (ii) any Person that is or was a Subsidiary of AdvanSix as of the Distribution or at any time prior to the Distribution and (iii) any Person that was a Subsidiary of one or more Persons described in clause (ii) at any time prior to the Distribution.

“Agreement” has the meaning set forth in the preamble.

“Code” means the Internal Revenue Code of 1986, as amended.

“Determination” means (i) any final determination of liability in respect of a Tax that, under applicable Law, is not subject to further appeal, review or modification through proceedings or otherwise (including the expiration of a statute of limitations or period for the filing of claims for refunds, amended Tax Returns or appeals from adverse determinations), including a “determination” as defined in Section 1313(a) of the Code or execution of an IRS Form 870AD, or (ii) the payment of Tax by a Party (or its Subsidiary) that is responsible for payment of that Tax under applicable Law, with respect to any item disallowed or adjusted by a Taxing Authority, as long as the responsible Party determines that no action should be taken to recoup that payment and the other Party agrees.

“E&P” has the meaning set forth in Section 2.02(b)(iv).

“HII” has the meaning set forth in the preamble.

“HII Consolidated Group” means any consolidated, combined, unitary or similar group of which (i) any member of the HII Tax Group is or was a member and (ii) any member of the AdvanSix Tax Group is or was a member.

“HII Tax Group” means HII and any Person that is or was a Subsidiary of HII as of the Distribution or at any time prior to the Distribution, excluding each member of the AdvanSix Tax Group.

“Indemnifying Party” means a Party that has an obligation to make an Indemnity Payment.

“Indemnitee” means a Party that is entitled to receive an Indemnity Payment.

“Indemnity Payment” means an indemnity payment contemplated by this Agreement and the Separation Agreement.

“Intended Tax Treatment” means, with respect to each of the applicable Transactions, the U.S. Federal income Tax consequences (if any) set forth for such Transaction in Appendix A.

“IRS” means the U.S. Internal Revenue Service.

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“Ordinary Taxes” means Taxes other than (i) Transaction Taxes and (ii) Transfer Taxes.

“Parties” has the meaning set forth in the preamble.

“Pre-Distribution Tax Period” means any taxable period (or portion thereof) that ends on or before the Distribution Date.

“Proposed Acquisition Transaction” has the meaning set forth in Section 4.03(b).

“Protective Section 336(e) Election” means, with respect to an entity, a protective election under Section 336(e) of the Code and Section 1.336-2(j) of the Regulations (and any similar provision of U.S. state or local Law for such jurisdictions as HII shall determine at its sole discretion) to treat the disposition of the Stock of such entity, pursuant to the Distribution, as a deemed sale of the assets of such entity in accordance with Section 1.336-2(h) of the Regulations (or any similar provision of U.S. state or local Law).

“Records” has the meaning set forth in Section 5.01.

“Refund Recipient” has the meaning set forth in Section 2.03.

“Regulations” means the Treasury regulations promulgated under the Code.

“Restricted Period” has the meaning set forth in Section 4.03(a).

“Ruling” means a private letter ruling (including any supplemental ruling) issued by the IRS in connection with the Transactions, whether granted prior to, on or after the date hereof.

“Satisfactory Guidance” has the meaning set forth in Section 4.04(b).

“Separation Agreement” means the Separation and Distribution Agreement dated as of the date of this Agreement by and between HII and AdvanSix, including the Schedules thereto.

“Straddle Period” has the meaning set forth in Section 2.05(b).

“Subsidiary” means, with respect to any Person, a corporation, partnership, association, limited liability company, trust or other form of legal entity in which such Person and/or one or more Subsidiaries of such Person has either (i) a majority ownership in the equity thereof; (ii) the power to elect, or to direct the election of, a majority of the board of directors or other analogous governing body of such entity; or (iii) the title or function of general partner or manager, or the right to designate the Person having such title or function.

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“Tax Advisor” means (i) for purposes of Section 5.06, a local Tax counsel or accountant of recognized national standing in the relevant jurisdiction and (ii) for all other purposes of this Agreement, a U.S. Tax counsel of recognized national standing.

“Tax Attribute” has the meaning set forth in Section 2.04.

“Tax Contest” means an audit, review, examination or other administrative or judicial proceeding, in each case by any Taxing Authority.

“Tax Dispute” has the meaning set forth in Section 5.06.

“Tax Opinion Representations” means representations regarding certain facts in existence at the applicable time made by HII and AdvanSix that serve as a basis for the Tax Opinion.

“Tax Opinion” means the written opinion of Cravath, Swaine & Moore LLP issued to HII to the effect that each of the applicable Transactions should qualify for its Intended Tax Treatment.

“Tax Opinions/Rulings” means (i) any Ruling and (ii) any opinion of a Tax Advisor relating to the Transactions, including those issued on the Distribution Date or to allow a party to take actions otherwise prohibited under Section 4.03(a) of this Agreement.

“Tax Return” means any return, declaration, statement, report, form, estimate or information return relating to, (i) for purposes of Article III, Taxes other than payroll and employment related Taxes and (ii) for all other purposes of this Agreement, Taxes, in each case, including any amendments thereto and any related or supporting information, required or permitted to be filed with any Taxing Authority.

“Tax Return Preparer” means HII.

“Taxes” means all forms of taxation or duties imposed by any Governmental Authority, or required by any Governmental Authority to be collected or withheld, including charges, in each case, in the nature of a tax, together with any related interest, penalties and other additional amounts.

“Taxing Authority” means any Governmental Authority charged with the determination, collection or imposition of Taxes.

“Transaction Tax Contest” means a Tax Contest with the purpose or effect of determining or redetermining Transaction Taxes.

“Transaction Taxes” means all (i) Taxes imposed on HII, AdvanSix or any of their respective Subsidiaries resulting from the failure of any step of the Transactions

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to qualify for its Intended Tax Treatment, (ii) Taxes imposed on any third party resulting from the failure of any step of the Transactions to qualify for its Intended Tax Treatment for which HII, AdvanSix or any of their respective Subsidiaries is or becomes liable for any reason and (iii) reasonable, out-of-pocket legal, accounting and other advisory or court fees incurred in connection with liability for Taxes described in clause (i) or (ii).

“Transactions” has the meaning set forth in the recitals.

“Transfer Taxes” means all transfer, sales, use, excise, stock, stamp, stamp duty, stamp duty reserve, stamp duty land, documentary, filing, recording, registration, value-added and other similar Taxes (excluding, for the avoidance of doubt, any income, gains, profit or similar Taxes, however assessed).

“Unqualified Tax Opinion” has the meaning set forth in Section 4.04(d).

ARTICLE II

Allocation of Tax Liabilities and Tax Benefits

SECTION 2.01. HII Indemnification of AdvanSix. After the Distribution, HII shall be liable for, and shall indemnify and hold AdvanSix harmless from, the following Taxes, whether incurred directly by AdvanSix or indirectly through one of its Subsidiaries:

(a) Ordinary Taxes of HII and its Subsidiaries (which, for the avoidance of doubt, shall include AdvanSix and its Subsidiaries prior to the Distribution) for any taxable period; and

(b) Transaction Taxes;

in each case, other than Taxes for which AdvanSix is liable under Section 2.02.

SECTION 2.02. AdvanSix Indemnification of HII. After the Distribution, AdvanSix shall be liable for, and shall indemnify and hold HII harmless from, the following Taxes, whether incurred directly by HII or indirectly through one of its Subsidiaries:

(a) Ordinary Taxes of AdvanSix and its Subsidiaries, in each case, for any taxable period other than a Pre-Distribution Tax Period;

(b) Transaction Taxes attributable to:

(i) the failure to be true when made or deemed made of (A) any Tax Opinion Representation made by AdvanSix or (B) any representation made by AdvanSix, any Subsidiary or controlling shareholder of AdvanSix, any counterparty to any Proposed Acquisition Transaction or any of such

6

counterparty’s Affiliates for purposes of obtaining a Ruling or an Unqualified Tax Opinion intended to be Satisfactory Guidance;

(ii) any action or omission by AdvanSix or any Subsidiary of AdvanSix in breach of the covenants set forth herein (including those in Section 4.03), in any other Ancillary Agreement or in the Separation Agreement;

(iii) the application of Section 355(e) or 355(f) of the Code to any of the Transactions by virtue of any acquisition (or deemed acquisition) of AdvanSix Stock (including newly issued AdvanSix Stock) or assets of AdvanSix or any Subsidiary of AdvanSix;

(iv) a determination that the Distribution was used principally as a device for the distribution of the earnings and profits (“E&P”) within the meaning of Section 355(a)(1)(B) of the Code if such determination was based in whole or in part on any sale or exchange of AdvanSix Stock or on any distribution on AdvanSix Stock occuring after the Distribution in excess of its E&P; or

(v) any other action or omission taken after the Distribution by AdvanSix or any Subsidiary of AdvanSix, except to the extent such action or omission is otherwise expressly required or permitted by this Agreement (other than under Section 4.04), any other Ancillary Agreement or the Separation Agreement; and

(c) Any and all Transfer Taxes incurred by the HII Tax Group or the AdvanSix Tax Group as a result of the Transactions.

SECTION 2.03. Refunds, Credits and Offsets. Subject to Section 2.04, if HII, AdvanSix or any of their respective Subsidiaries receives any refund of any Taxes for which the other Party is liable under Sections 2.01 and 2.02 (a “Refund Recipient”), such Refund Recipient shall pay to the other Party the entire amount of the refund (including interest, but net of any Taxes imposed with respect to such refund) within 10 business days of receipt or accrual; provided, however, that the other Party, upon the request of such Refund Recipient, shall repay the amount paid to the other Party (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in the event such Refund Recipient is required to repay such refund. In the event a Party would be a Refund Recipient but for the fact it applied a refund to which it would otherwise have been entitled against a Tax liability arising in a subsequent taxable period, then such Party shall be treated as a Refund Recipient and the economic benefit of so applying the refund shall be treated as a refund, and shall be paid within 10 business days of the due date of the Tax Return to which such refund is applied to reduce the subsequent Tax liability.

SECTION 2.04. Carrybacks. If a Tax Return of AdvanSix or any of its Subsidiaries for any taxable period ending after the Distribution Date reflects any net operating loss, net capital loss, excess Tax credit or other Tax attribute (a “Tax Attribute”), then AdvanSix or its applicable Subsidiary shall waive the right to carry back any such Tax Attribute to a Pre-Distribution Tax Period to the extent permissible under

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applicable Law. In the event that AdvanSix or any of its Subsidiaries does carry back a Tax Attribute to a Pre-Distribution Tax Period, then (i) no payment with respect to such carryback shall be due to AdvanSix or any of its Subsidiaries from HII and (ii) if AdvanSix or any of its Subsidiaries receives any refund, credit or offset of any Taxes in connection with such carryback, AdvanSix shall promptly pay to HII the full amount of such refund or the economic benefit of the credit or offset (including interest, but net of any Taxes imposed with respect to such refund).

SECTION 2.05. Straddle Periods. (a) HII and AdvanSix shall take all commercially reasonable actions necessary or appropriate to close the taxable year of each member of the AdvanSix Tax Group for all Tax purposes as of the end of the Distribution Date to the extent permitted by applicable Law.

(b) For any taxable period that includes (but does not end on) the Distribution Date (a “Straddle Period”), Taxes for the Pre-Distribution Tax Period shall be computed (i) in the case of Taxes imposed on a periodic basis (such as real, personal and intangible property Taxes), on a daily pro rata basis and (ii) in the case of other Taxes generally, as if the taxable period ended as of the close of business on the Distribution Date and, in the case of any such other Taxes that are attributable to the ownership of any equity interest in a partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable U.S. state or local or foreign Law), as if the taxable period of that entity ended as of the close of business on the Distribution Date (whether or not such Taxes arise in a Straddle Period of the applicable owner).

(c) HII shall be entitled to any deduction arising out of a liability of R&C LLC that may be treated as incurred in the Pre-Distribution Tax Period under the “recurring item exception” pursuant to Section 1.461-5 of the Regulations, and the Parties shall file all Tax Returns in a manner consistent therewith. AdvanSix shall pay (or cause to be paid) all such liabilities in the ordinary course consistent with the past practice of HII and R&C LLC.

ARTICLE III

Tax Returns, Tax Contests and Other Administrative Matters

SECTION 3.01. Responsibility for Preparing Tax Returns. (a) HII shall timely prepare or cause to be timely prepared any Tax Returns of the HII Tax Group and the AdvanSix Tax Group that are required or permitted to be filed for any taxable period beginning before the Distribution Date. If AdvanSix is responsible for filing any such Tax Return under Section 3.02(a), HII shall, subject to Section 3.01(c), promptly deliver such prepared Tax Return to AdvanSix reasonably in advance of the applicable filing deadline.

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(b) To the extent that any Tax Return described in Section 3.01(a) or (b) is required to be filed by a Party other than the Tax Return Preparer or directly relates to matters for which another Party may have an indemnification obligation to the Tax Return Preparer or that may give rise to a refund to which that other Party would be entitled, under this Agreement, the Tax Return Preparer shall (i) prepare the relevant portions of the Tax Return on a basis consistent with past practice, except (A) as required by applicable Law or to correct any clear error, (B) as a result of changes or elections made on any Tax Return of a HII Consolidated Group that do not relate primarily to the AdvanSix Tax Group or (C) as mutually agreed by the Parties; (ii) notify the other Party of any such portions not prepared on a basis consistent with past practice; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return; and (iv) consider in good faith any reasonable comments made by the other Party.

(c) The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return as soon as practically possible. If the Parties are unable to resolve their differences, then the Parties shall collectively select an independent accounting firm (the “Accounting Firm”) and shall instruct the Accounting Firm to use its best efforts to prepare the relevant portions of the Tax Return on behalf of the Tax Return Preparer in compliance with Section 3.01(c) as promptly as practically possible. All determinations of the Accounting Firm relating to the disputed items, absent fraud, shall be final and binding on the Parties. The fees and expenses of the Accounting Firm shall be borne by AdvanSix.

SECTION 3.02. Filing of Tax Returns and Payment of Taxes. (a) Each Party shall execute and timely file each Tax Return that it is responsible for filing under applicable Law and shall timely pay to the relevant Taxing Authority any amount shown as due on each such Tax Return. The obligation to make payments pursuant to this Section 3.02(a) shall not affect a Party’s right, if any, to receive payments under Section 3.02(b) or otherwise be indemnified under this Agreement.

(b) In addition to its obligations under Section 3.01(b), the relevant Tax Return Preparer shall, no later than 5 business days before the due date (including extensions) of any Tax Return described in Section 3.01(a), notify the other Party of any amount (or any portion of any such amount) shown as due on that Tax Return for which the other Party must indemnify the Tax Return Preparer under this Agreement. The other Party shall pay such amount to the Tax Return Preparer no later than the due date (including extensions) of the relevant Tax Return. A failure by an Indemnitee to give notice as provided in this Section 3.02(b) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

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(c) Neither AdvanSix nor any of its Subsidiaries shall file, amend, withdraw, revoke or otherwise alter any Tax Return of any HII Consolidated Group.

(d) Neither AdvanSix nor any of its Subsidiaries shall file, amend, withdraw, revoke or otherwise alter any Tax Return of AdvanSix or any of its Subsidiaries to the extent such Tax Return relates to the Pre-Distribution Tax Period without the prior written consent of HII, which consent shall not be unreasonably withheld or delayed.

SECTION 3.03. Tax Contests. (a) HII or AdvanSix, as applicable, shall, within 10 business days of becoming aware of any Tax Contest (including a Transaction Tax Contest) that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

(b) HII and AdvanSix each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01. Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

(c) HII shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest, provided, that HII shall not accept or enter into any settlement relating to any Transaction Tax to the extent that AdvanSix is liable for such Transaction Tax pursuant to Section 2.02(b) without the consent of AdvanSix, which consent shall not unreasonably be withheld or delayed.

SECTION 3.04. Expenses. Each Party shall bear its own expenses in the course of any Tax Contest, other than expenses included in the definition of Transaction Taxes, which shall be governed by Article II.

ARTICLE IV

Tax Matters Relating to the Transactions

SECTION 4.01. Mutual Representations. Each Party represents that it knows of no fact, and has no plan or intention to take any action, that it knows or reasonably should expect, after consultation with a Tax Advisor, is inconsistent with the qualification of any step of the Transactions for its Intended Tax Treatment.

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SECTION 4.02. Mutual Covenants. (a) Each Party shall use its reasonable best efforts to cause the Tax Opinion to be issued, including by executing the Tax Opinion Representations requested by Cravath, Swaine & Moore LLP that are true and correct.

(b) Except as otherwise expressly required or permitted by the Separation Agreement, this Agreement or any other Ancillary Agreement, after the Distribution neither Party shall take or fail to take, or cause or permit its respective Subsidiaries to take or fail to take, any action, if such action or omission would be inconsistent with its Tax Opinion Representations or the Intended Tax Treatment.

SECTION 4.03. Restricted Actions. (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two-year period following the Distribution Date (the “Restricted Period”), AdvanSix shall not (and shall not cause or permit any of its Subsidiaries to), in a single transaction or a series of transactions:

(i) enter into any Proposed Acquisition Transaction;

(ii) take any affirmative action that permits a Proposed Acquisition Transaction to occur by means of an agreement to which neither AdvanSix nor any of its Subsidiaries is a party (including by (A) redeeming rights under a shareholder rights plan, (B) making a determination that a tender offer is a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction or (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the Delaware General Corporate Law or any similar corporate statute, any “fair price” or other provision of AdvanSix’s charter or bylaws or otherwise);

(iii) liquidate or partially liquidate AdvanSix, whether by merger, consolidation or otherwise (provided that, for the avoidance of doubt, a merger of another entity into AdvanSix or any of its Subsidiaries shall not constitute an action described in this Section 4.03(a)(iii));

(iv) cause or permit AdvanSix to cease to engage in the Active Trade or Business;

(v) sell or transfer 50% or more of the gross assets of the Active Trade or Business or 50% or more of the gross assets of the “separate affiliated group” (within the meaning of Section 355(b)(3)(B) of the Code) of AdvanSix (the “AdvanSix SAG”) held immediately before the Distribution (provided, however, that the foregoing shall not apply to sales, transfers or dispositions of assets to any member of the AdvanSix SAG); or

(vi) redeem or otherwise repurchase (directly or indirectly) any AdvanSix Stock, except to the extent such redemptions or repurchases meet the

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following requirements: (A) those redemptions or purchases are for business reasons unrelated to the Distribution, (B) AdvanSix Stock to be purchased is widely held, (C) those redemptions or purchases will be made on the open market and (D) the aggregate amount of those redemptions or purchases will be less than 20% of the total value of the outstanding AdvanSix Stock.

(b) (i) For purposes of this Agreement, “Proposed Acquisition Transaction” means any transaction or series of transactions (or any agreement, understanding or arrangement to enter into a transaction or series of transactions) as determined for purposes of Section 355(e) of the Code, in connection with which one or more Persons would (directly or indirectly) acquire, or have the right to acquire (including pursuant to an option, warrant or other conversion right), from any other Person or Persons, an interest in AdvanSix Stock that, when combined with any other acquisitions of AdvanSix Stock that occur after the Distribution (but excluding any other acquisition described in clause (ii)) comprises 40% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in AdvanSix for U.S. Federal income Tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this purpose, any recapitalization, repurchase or redemption of AdvanSix Stock and any amendment to the certificate of incorporation (or other organizational documents) of AdvanSix shall be treated as an indirect acquisition of AdvanSix Stock by any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in AdvanSix for U.S. Federal income Tax purposes increases by vote or value.

(ii) Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (x) the adoption by AdvanSix of a shareholder rights plan that meets the requirements of IRS Revenue Ruling 90-11, (y) transfers on an established market of AdvanSix Stock that are described in Safe Harbor VII of Section 1.355-7(d) of the Regulations or (z) issuances of AdvanSix Stock that satisfy Safe Harbor VIII (relating to acquisitions in connection with a Person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Section 1.355-7(d) of the Regulations; provided, that such transaction or series of transactions shall constitute a Proposed Acquisition Transaction if meaningful factual diligence is necessary to establish that Section 4.03(b)(ii)(x), (y) or (z) applies.

(c) If AdvanSix merges or consolidates with another entity to form a new entity, references in this Agreement to AdvanSix shall be to that new entity and AdvanSix Stock shall refer to the capital stock or other relevant instruments or rights of that new entity.

(d) The provisions of this Section 4.03, including the definition of “Proposed Acquisition Transaction”, are intended to monitor compliance with Section 355 of the Code and shall be interpreted accordingly. Any clarification of, or

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change in, Section 355 of the Code or the Regulations thereunder shall be incorporated into this Section 4.03 and its interpretation.

SECTION 4.04. Consent to Take Certain Restricted Actions. (a) AdvanSix may (and may cause or permit its Subsidiaries to) take an action otherwise prohibited under Section 4.03(a) if HII consents in writing, which consent shall be at HII’s sole discretion. For the avoidance of doubt, HII’s written consent pursuant to this Section 4.04(a) shall not in any way relieve AdvanSix of its indemnification obligations under Section 2.02(b).

(b) HII may, at its sole discretion and as a condition to granting its written consent pursuant to Section 4.04(a), require AdvanSix to provide Satisfactory Guidance; provided, however, the provision of Satisfactory Guidance shall not obligate HII to grant its written consent pursuant to Section 4.04(a).

(c) For purposes of this Agreement, “Satisfactory Guidance” means either a Ruling or an Unqualified Tax Opinion concluding that the proposed action will not cause any step of the Transactions to fail to qualify for its Intended Tax Treatment. Such Ruling or Unqualified Tax Opinion will constitute Satisfactory Guidance only if they are satisfactory to HII at its sole discretion in both form and substance, including with respect to any underlying assumptions or representations and any legal analysis contained therein.

(d) For purposes of this Agreement, “Unqualified Tax Opinion” means an unqualified “will” opinion of a Tax Advisor that permits reliance by HII. The Tax Advisor, in issuing its opinion, shall be permitted to rely on the validity and correctness, as of the date given, of any previously issued Tax Opinions/Rulings, unless such reliance would be unreasonable under the circumstances, and shall assume that each of the applicable Transactions would have qualified for its Intended Tax Treatment if the action in question did not occur.

SECTION 4.05. Procedures Regarding Opinions and Rulings. (a) If AdvanSix notifies HII that it desires to take a restricted action described in Section 4.03(a) and HII requires Satisfactory Guidance as a condition to consenting to such restricted action pursuant to Section 4.04(b), HII shall use commercially reasonable efforts to expeditiously obtain, or assist AdvanSix in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII shall not be required to take any action pursuant to this Section 4.05(a) if, upon request, AdvanSix fails to certify that all information and representations relating to AdvanSix or any Subsidiary of AdvanSix in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. AdvanSix shall reimburse HII for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII in obtaining Satisfactory Guidance within 10 business days after receiving an invoice from HII therefor.

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(b) Notwithstanding anything herein to the contrary, AdvanSix shall not seek a Ruling with respect to a Pre-Distribution Tax Period (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII.

SECTION 4.06. Notification and Certification Regarding Certain Acquisition Transactions. If AdvanSix proposes to enter into any 10% Acquisition Transaction or take any affirmative action to permit any 10% Acquisition Transaction to occur at any time during the 30-month period following the Distribution Date, AdvanSix shall undertake in good faith to provide HII, no later than 10 business days following the signing of any written agreement with respect to such 10% Acquisition Transaction or obtaining knowledge of the occurrence of any such 10% Acquisition Transaction that takes place without written agreement, with a written description of such transaction (including the type and amount of AdvanSix Stock to be acquired) and a brief explanation as to why AdvanSix believes that such transaction does not result in the application of Section 355(e) or 355(f) of the Code to the Transactions. For purposes of this Section 4.06, “10% Acquisition Transaction” means any transaction or series of transactions that would be a Proposed Acquisition Transaction if the percentage specified in the definition of Proposed Acquisition Transaction were 10% instead of 40%.

SECTION 4.07. Reporting. HII and AdvanSix shall (i) timely file any appropriate information and statements (including as required by Section 6045B of the Code and Section 1.355-5 and, to the extent applicable, Section 1.368-3 of the Regulations) to report each of the applicable Transactions as qualifying for its Intended Tax Treatment and (ii) absent a change of Law or an applicable Determination otherwise, not take any position on any Tax Return that is inconsistent with such qualification.

SECTION 4.08. Tax Treatment of Certain Amounts Paid Pursuant to the EMA. Amounts paid pursuant to the EMA shall be treated in the manner as described in the EMA.

SECTION 4.09. Protective Section 336(e) Election. (a) HII will make a Protective Section 336(e) Election with respect to the Distribution. Accordingly, the Parties agree that this Agreement constitutes a written, binding agreement to make a Protective Section 336(e) Election as contemplated by Section 1.336-2(h)(1)(i) of the Regulations. AdvanSix will cooperate with HII to facilitate the making of such election.

(b) If AdvanSix realizes a Tax benefit from the step-up in Tax basis resulting from a failure of the Distribution to qualify (in whole or in part) for its Intended Tax Treatment and the election described in Section 4.09(a), unless AdvanSix has indemnified HII for the resulting Transaction Taxes under Section 2.02(b), AdvanSix shall make quarterly payments to HII in an amount equal to 100 percent of the actual Tax savings if, as and when realized arising from the step-up in Tax basis resulting from the Protective Section 336(e) Election, determined on a “with and without” basis (treating any deductions or amortization attributable to the step-up in Tax basis resulting from the Protective Section 336(e) Election as the last items claimed for any taxable period,

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including after the utilization of any available net operating loss carryforwards), net of any reasonable out-of-pocket expenses necessary to secure such Tax savings.

ARTICLE V

Procedural Matters

SECTION 5.01. Cooperation. Each Party shall cooperate with reasonable requests from the other Party in matters covered by this Agreement, including in connection with the preparation and filing of Tax Returns, the calculation of Taxes, the determination of the proper financial accounting treatment of Tax items and the conduct and settlement of Tax Contests. Such cooperation shall include:

(i) retaining until the expiration of the relevant statute of limitations (including extensions) of records, documents, accounting data, computer data and other information (“Records”) necessary for the preparation, filing, review, audit or defense of all Tax Returns relevant to an obligation, right or liability of either Party under this Agreement;

(ii) providing the other Party reasonable access to Records and to its personnel (ensuring their cooperation) and premises during normal business hours to the extent relevant to an obligation, right or liability of the other Party under this Agreement or otherwise reasonably required by the other Party to complete Tax Returns or to compute the amount of any payment contemplated by this Agreement; and

(iii) notifying the other Party prior to disposing of any relevant Records and affording the other Party the opportunity to take possession or make copies of such Records at its discretion.

SECTION 5.02. Interest. Any payments required pursuant to this Agreement that are not made within the time period specified in this Agreement shall bear interest from the end of that period. Interest required to be paid pursuant to this Agreement shall, unless otherwise specified, be computed at the rate and in the manner provided in the Code for interest on underpayments and overpayments, as applicable, for the relevant period.

SECTION 5.03. Indemnification Claims and Payments. (a) An Indemnitee shall be entitled to make a claim for payment with respect to Taxes under this Agreement when the Indemnitee determines that it is entitled to such payment and is able to calculate with reasonably accuracy the amount of such payment. Except as otherwise provided in Sections 3.02(b) and 3.03, the Indemnitee shall provide to the Indemnifying Party notice of such claim within 60 business days of the first date on which it so becomes entitled to make such claim. Such notice shall include a description of such claim and a detailed calculation of the amount claimed.

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(b) Except as otherwise provided in Sections 3.02(b) and 3.03, the Indemnifying Party shall make the claimed payment to the Indemnitee within 30 business days after receiving such notice, unless the Indemnifying Party reasonably disputes its liability for, or the amount of, such payment.

(c) A failure by an Indemnitee to give notice as provided in Section 3.02(b), 3.03 or 5.03(a) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

(d) Nothing in this Section 5.03 shall prejudice a Party’s right to receive payments pursuant to Section 3.02(b) or 3.03.

SECTION 5.04. Amount of Indemnity Payments. The amount of any Indemnity Payment shall be (i) reduced to take into account any Tax benefit actually realized by the Indemnitee resulting from the incurrence of the liability in respect of which the Indemnity Payment is made and (ii) increased to take into account any Tax cost actually realized by the Indemnitee resulting from the receipt of the Indemnity Payment, including any Tax cost arising from such Indemnity Payment having resulted in income or gain to either Party, for example, under Section 1.1502-19 of the Regulations, and any Taxes imposed on additional amounts payable pursuant to this clause (ii). For purposes of calculating the amount of any Tax benefit or Tax cost, the applicable Indemnitee shall be deemed to be subject to a 39% Tax rate in the taxable year in which such Tax benefit or Tax cost was realized and any Tax attributes of such Indemnitee shall be disregarded.

SECTION 5.05. Treatment of Indemnity Payments. Any Indemnity Payment (other than any portion of a payment that represents interest accruing after the Distribution Date) shall be treated by HII and AdvanSix for all Tax purposes as a distribution from AdvanSix to HII immediately prior to the Distribution (if made by AdvanSix to HII) or as a contribution from HII to AdvanSix immediately prior to the Distribution (if made by HII to AdvanSix), except as otherwise required by applicable Law or a Determination.

SECTION 5.06. Tax Disputes. Notwithstanding Section 6.07, this Section 5.06 shall govern the resolution of any dispute arising between the Parties in connection with this Agreement, other than a dispute (i) relating to liability for Transaction Taxes (ii) in which the amount of liability in dispute exceeds $20 million (a “Tax Dispute”) or (iii) relating to a Tax Return as described in Section 3.01(c). The Parties shall negotiate in good faith to resolve any Tax Dispute for 45 calendar days (unless earlier resolved). Upon notice of either Party after 45 calendar days, the matter will be referred to an Accounting Firm acceptable to both Parties. The Accounting Firm may, in its discretion, obtain the services of any third party necessary to assist it in resolving the Tax Dispute. The Parties shall instruct the Accounting Firm to furnish notice to each Party of its resolution of the Tax Dispute as soon as practicable, but in any event no later than 60 calendar days after its acceptance of the matter for resolution. Any such resolution by the Accounting Firm will be binding on the Parties and the Parties

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shall take, or cause to be taken, any action necessary to implement the resolution. All fees and expenses of the Accounting Firm shall be shared equally by the Parties. If, having determined that a Tax Dispute must be referred to an Accounting Firm, after 45 calendar days the Parties are unable to find an Accounting Firm willing to adjudicate the Tax Dispute in question and that the Parties in good faith find acceptable, then this Section 5.06 shall cease to apply to that Tax Dispute.

ARTICLE VI

Miscellaneous

SECTION 6.01. Termination. This Agreement will terminate without further action at any time before the Distribution upon termination of the Separation Agreement. If terminated, no Party will have any Liability of any kind to the other Party or any other Person on account of this Agreement, except as provided in the Separation Agreement.

SECTION 6.02. Applicability. This Agreement shall not apply before the Distribution.

SECTION 6.03. Survival. Except as expressly set forth in this Agreement, the covenants and indemnification obligations in this Agreement shall survive the Spin-Off and shall remain in full force and effect.

SECTION 6.04. Separation Agreement. The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement shall govern.

SECTION 6.05. Confidentiality. Each Party hereby acknowledges that confidential Information of such Party or its Subsidiaries may be exposed to employees and agents of the other Party or its Subsidiaries as a result of the activities contemplated by this Agreement. Each Party agrees, on behalf of itself and its Subsidiaries, that such Party’s obligations with respect to Information and data of the other Party or its Subsidiaries shall be governed by Section 7.08 of the Separation Agreement.

SECTION 6.06. Counterparts; Entire Agreement. (a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by facsimile or PDF signature and a facsimile or PDF signature shall constitute an original for all purposes.

(b) This Agreement, the Separation Agreement, the other Ancillary Agreements and the Appendices, Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no

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agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein.

SECTION 6.07. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof. Subject to Section 5.06, each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Commercial Division of the Supreme Court of the State of New York, New York County and the United States District Court for the Southern District of New York over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby.

SECTION 6.08. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.08.

SECTION 6.09. Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns. Notwithstanding the foregoing, either Party may assign this Agreement without consent in connection with (a) a merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party’s assets, or (b) the sale of all or substantially all of such Party’s assets; provided, however, that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party. No assignment permitted by this Section 6.09 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

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SECTION 6.10. Third-Party Beneficiaries. (a) The provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third Person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

SECTION 6.11. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person, (b) on the date received, if sent by a nationally recognized delivery or courier service or (c) upon the earlier of confirmed receipt or the fifth business day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to HII, to:

Honeywell International Inc.

115 Tabor Road

Morris Plains, NJ 07950

Attn: Vice President, Tax and General Tax Counsel

e-mail: * * *

with a copy to:

Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
Attn:   Stephen L. Gordon, Esq.
           Lauren Angelilli, Esq.
e-mail: * * *

If to AdvanSix, to:

AdvanSix Inc.

115 Tabor Road

Morris Plains, NJ 07950

Attn: General Counsel

e-mail: * * *

with a copy to:

Either Party may, by notice to the other Party, change the address to which such notices are to be given.

SECTION 6.12. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent

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jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

SECTION 6.13. Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 6.14. Waivers of Default. No failure or delay of either Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by either Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

SECTION 6.15. Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, HII shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. AdvanSix shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. The Parties agree that the remedies at law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived. The Parties acknowledge and agree that the right of specific enforcement is an integral part of this Agreement and without that right, neither HII nor AdvanSix would have entered into this Agreement.

SECTION 6.16. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by either Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 6.17. Interpretation. The rules of interpretation set forth in Section 12.14 of the Separation Agreement shall be incorporated by reference to this Agreement, mutatis mutandis. NOTWITHSTANDING THE FOREGOING, THE PURPOSE OF ARTICLE IV IS TO ENSURE THAT EACH OF THE APPLICABLE

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TRANSACTIONS QUALIFIES FOR ITS INTENDED TAX TREATMENT AND, ACCORDINGLY, THE PARTIES AGREE THAT THE LANGUAGE THEREOF SHALL BE INTERPRETED IN A MANNER THAT SERVES THIS PURPOSE TO THE GREATEST EXTENT POSSIBLE.

SECTION 6.18. Compliance by Subsidiaries. The Parties shall cause their respective Subsidiaries to comply with this Agreement.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

HONEYWELL INTERNATIONAL INC.,
by
	Name:
	Title:

AdvanSix, Inc.,
by
	Name:
	Title:

Appendix A

Intended Tax Treatment

1. The Contributions, the Share Issuance and the Special Dividend, taken together, are intended to be treated as a reorganization described in Section 368(a)(1)(D) of the Code.

2. The receipt of shares of AdvanSix Common Stock in the Share Issuance and the receipt of cash in the Special Dividend are each intended to qualify for non-recognition of gain or loss under Section 361.

3. The Distribution is intended to qualify for non-recognition of gain or loss under Section 355 and Section 361.

EX-10.3

Exhibit 10.3

EMPLOYEE MATTERS AGREEMENT

By and Between

HONEYWELL INTERNATIONAL INC.

and

ADVANSIX INC.

Dated as of     , 2016

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
SECTION 1.01.	Definitions	1
ARTICLE II
GENERAL PRINCIPLES
SECTION 2.01.	AdvanSix Employees	5
SECTION 2.02.	Collectively Bargained Employees	5
SECTION 2.03.	Collective Bargaining Agreements	5
SECTION 2.04.	Liabilities	5
SECTION 2.05.	Benefit Plans	6
SECTION 2.06.	Payroll Services	6
SECTION 2.07.	No Change in Control	6
ARTICLE III
NON-EQUITY INCENTIVES
SECTION 3.01.	AdvanSix Employee Incentives	6
ARTICLE IV
SERVICE CREDIT
SECTION 4.01.	Honeywell Benefit Plans	7
SECTION 4.02.	AdvanSix Benefit Plans	7
ARTICLE V
SEVERANCE
SECTION 5.01.	Post-Distribution Severance	7
ARTICLE VI
CERTAIN WELFARE BENEFIT PLAN MATTERS; WORKERS’ COMPENSATION CLAIMS
SECTION 6.01.	AdvanSix Welfare Plans	8
SECTION 6.02.	Allocation of Welfare Benefit Claims	8

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SECTION 6.03.	Workers’ Compensation Claims	8
SECTION 6.04.	COBRA	9
SECTION 6.05.	Health Savings Account	9
SECTION 6.06.	Flexible Spending Account	9
ARTICLE VII
LONG-TERM DISABILITY
SECTION 7.01.	Benefits	10
SECTION 7.02.	Return to Work	10
ARTICLE VIII
DEFINED BENEFIT PENSION PLAN
SECTION 8.01.	Honeywell Defined Benefit Pension Plan	10
ARTICLE IX
DEFINED CONTRIBUTION PLAN
SECTION 9.01.	AdvanSix 401(k) Plan	11
SECTION 9.02.	401(k) Rollover	11
SECTION 9.03.	Employer 401(k) Plan Contributions	11
SECTION 9.04.	Stock Considerations	12
SECTION 9.05.	Limitation of Liability	12
ARTICLE X
NONQUALIFIED DEFERRED COMPENSATION
SECTION 10.01.	Honeywell Nonqualified Deferred Compensation Plans	12
ARTICLE XI
VACATION
SECTION 11.01.	Vacation	13
ARTICLE XII
LONG-Term Incentive COMPENSATION AWARDS
SECTION 12.01.	AdvanSix Long-Term Incentive Plan	13
SECTION 12.02.	Equity Award Adjustments	13
SECTION 12.03.	Treatment of Incentive Awards Upon Distribution	13
SECTION 12.04.	Incentive Award Reimbursement	14

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SECTION 12.05.	Cooperation	14
SECTION 12.06.	Treatment of Reimbursements	14
ARTICLE XIII
COOPERATION; ACCESS TO INFORMATION; LITIGATION; CONFIDENTIALITY
SECTION 13.01.	Cooperation	15
SECTION 13.02.	Access to Information; Litigation; Confidentiality	15
ARTICLE XIV
TERMINATION
SECTION 14.01.	Termination	15
SECTION 14.02.	Effect of Termination	16
ARTICLE XV
MISCELLANEOUS
SECTION 15.01.	Incorporation of Indemnification Provisions of Separation Agreement	16
SECTION 15.02.	Benefit Plan Indemnification	16
SECTION 15.03.	Further Assurances	16
SECTION 15.04.	Administration	16
SECTION 15.05.	Third-Party Beneficiaries	16
SECTION 15.06.	Employment Tax Reporting Responsibility	16
SECTION 15.07.	Data Privacy	17
SECTION 15.08.	Section 409A	17
SECTION 15.09.	Confidentiality	17
SECTION 15.10.	Additional Provisions	18

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EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of     , 2016, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and ADVANSIX, INC., a Delaware corporation (“AdvanSix”, and together with Honeywell, the “Parties”).

R E C I T A L S

WHEREAS the Parties have entered into the Separation and Distribution Agreement (the “Separation Agreement”) dated as of     , 2016, pursuant to which Honeywell intends to effect the Distribution; and

WHEREAS the Parties wish to set forth their agreements as to certain matters regarding employment, compensation and employee benefits.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01.          Definitions. For purposes of this Agreement, the following terms shall have the following meanings. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Separation Agreement unless otherwise indicated.

“AdvanSix 401(k) Plan” has the meaning set forth in Section 9.01.

“AdvanSix Benefit Plan” shall mean any Benefit Plan sponsored, maintained or, unless such Benefit Plan is sponsored or maintained by a member of the Honeywell Group, contributed to by any member of the AdvanSix Group or to which any member of the AdvanSix Group is a party.

“AdvanSix Employee” shall mean, as of any applicable date, (a) each individual who is an employee of the AdvanSix Group as of immediately prior to the Distribution, including any individual who is not actively at work due to a leave of absence (including vacation, holiday, illness, injury, short-term disability but excluding, until such time as provided in Section 7.01, any AdvanSix LTD Employee) from which such employee is permitted to return to active employment in accordance with the AdvanSix Group’s personnel policies, as in effect from time to time, or applicable Law and (b) each individual who becomes an active employee of the AdvanSix Group following the Distribution, but, in each case, excluding any Former AdvanSix Employee.

“AdvanSix Incentive Payments” has the meaning set forth in Section 3.01

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“AdvanSix Long-Term Incentive Plan” has the meaning set forth in Section 12.01.

“AdvanSix LTD Employee” shall mean any employee of the AdvanSix Group who, as of immediately prior to the Distribution, is receiving long-term disability benefits under the Honeywell LTD Plan.

“AdvanSix Pre-Distribution HR Liabilities” has the meaning set forth in Section 2.04.

“AdvanSix Welfare Plans” has the meaning set forth in Section 6.01.

“AdvanSix Workers’ Compensation Plan” has the meaning set forth in Section 6.03.

“Benefit Plan” shall mean any plan, program, policy, agreement, arrangement or understanding that is an employment, consulting, deferred compensation, executive compensation, incentive bonus or other bonus, employee pension, profit sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation right, restricted stock, restricted stock unit, deferred stock unit, other equity-based compensation, severance pay, retention, change in control, salary continuation, life, death benefit, health, hospitalization, workers’ compensation, sick leave, vacation pay, disability or accident insurance or other employee compensation or benefit plan, program, agreement or arrangement, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (whether or not subject to ERISA) sponsored or maintained by such entity or to which such entity is a party.

“COBRA” shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time, and any applicable similar state or local laws.

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

“Collective Bargaining Agreements” has the meaning set forth in Section 2.02.

“Employment Taxes” shall mean all fees, Taxes, social insurance payments or similar contributions to a fund of a Governmental Authority with respect to wages or other compensation of an employee or other service provider.

“ERISA” shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time.

“Exchange” means the New York Stock Exchange.

“Former AdvanSix Employee” shall mean, as of any applicable date, each individual who (a) as of immediately prior to such individual’s termination of

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employment was an AdvanSix Employee and (b) as of such applicable date, is not employed by any member of the AdvanSix Group.

“GPUs” shall mean any growth plan units awarded using a 2014 or 2016 Growth Plan Agreement under the Honeywell 2011 Stock Incentive Plan.

“Honeywell 401(k) Plan” has the meaning set forth in Section 9.01.

“Honeywell Benefit Plan” shall mean any Benefit Plan sponsored, maintained or, unless such Benefit Plan is sponsored or maintained by a member of the AdvanSix Group, contributed to by any member of the Honeywell Group or to which any member of the Honeywell Group is a party.

“Honeywell Equity Plans” shall mean the 2016 Stock Incentive Plan, the 2016 Stock Plan for Non-Employee Directors, the 2011 Stock Incentive Plan, the 2006 Stock Incentive Plan, the 2003 Stock Incentive Plan, the 2006 Stock Plan for Non-Employee Directors, the Stock Plan for Non-Employee Directors, each as amended from time to time, and any other stock option, stock incentive compensation plan or arrangement, including equity award agreements, that is a Honeywell Benefit Plan, as in effect as of the time relevant to the applicable provision of this Agreement.

“Honeywell Flexible Spending Account” shall mean any flexible spending arrangement under any cafeteria plan qualifying under Section 125 of the Code that is a Honeywell Benefit Plan.

“Honeywell Health Savings Account” shall mean any health savings account under a health savings account plan that is a Honeywell Benefit Plan.

“Honeywell LTD Plan” shall mean any long-term disability plan that is a Honeywell Benefit Plan.

“Honeywell Nonqualified Deferred Compensation Plans” shall mean the Salary and Incentive Award Deferral Plan for Selected Employees, the Deferred Compensation Plan for Non-Employee Directors, the Supplemental Non-Qualified Savings Plan for Highly Compensated Employees, the Supplemental Pension Plan, the Supplemental Executive Retirement Plan for Executives in Career Band 6 and Above, the Supplemental Defined Benefit Retirement Plan, the Nonqualified Supplemental Retirement Plan, each as amended from time to time, and any other nonqualified deferred compensation plan or arrangement (including individual arrangements) that is a Honeywell Benefit Plan, as in effect as of the time relevant to the applicable provision of this Agreement.

“Honeywell Pension Plan” has the meaning set forth in Section 8.01.

“Honeywell Welfare Plan” shall mean each Welfare Plan that is a Honeywell Benefit Plan.

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“Honeywell Workers’ Compensation Plan” shall mean any workers’ compensation plan that is a Honeywell Benefit Plan.

“Reimbursement Award” means the unvested portion of any award granted under any Honeywell Equity Plan that (i) was unvested as of immediately prior to the Distribution Date, (ii) was held by an AdvanSix Employee (or AdvanSix LTD Employee who becomes an AdvanSix Employee prior to the applicable Reimbursement Event) as of the Distribution Date and (iii) becomes vested after the Distribution Date in accordance with Section 12.03.

“Reimbursement Event” means, after the Distribution Date, (i) the vesting of any Reimbursement Award that is a restricted stock award or similar award of tangible property, (ii) the settlement of any Reimbursement Award that is a restricted stock unit or similar full-value share-based incentive award (excluding any restricted stock award) or cash-based incentive award (including any GPUs) or (iii) the exercise of any Reimbursement Award that is a stock option or stock appreciation right.

“Subsidiary” of any Person shall mean any corporation or other organization whether incorporated or unincorporated of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries; provided, however, that, solely for purposes of this Agreement, AdvanSix and its Subsidiaries shall not be considered Subsidiaries of Honeywell (or members of the Honeywell Group) prior to, on or after the Distribution.

“Tax Return” shall have the meaning set forth in the TMA.

“Taxes” shall have the meaning set forth in the TMA.

“Taxing Authority” shall have the meaning set forth in the TMA.

“TMA” shall mean the Tax Matters Agreement dated as of the date of this Agreement by and between Honeywell and AdvanSix.

“TSA” shall mean the Transition Services Agreement dated as of the date of this Agreement by and between Honeywell and AdvanSix.

“Vesting Date” has the meaning set forth in Section 12.03.

“Welfare Plan” shall mean each Benefit Plan that provides life insurance, health care, dental care, accidental death and dismemberment insurance, disability, severance, vacation or other group welfare or fringe benefits.

“Welfare Plan Date” has the meaning set forth in Section 6.01.

5

“Workers’ Compensation Event” shall mean the event, injury, illness or condition giving rise to a workers compensation claim with respect to an AdvanSix Employee or Former AdvanSix Employee.

“Workers’ Compensation Plan Date” has the meaning set forth in Section 6.03.

ARTICLE II

GENERAL PRINCIPLES

SECTION 2.01.          AdvanSix Employees. All AdvanSix Employees as of immediately prior to the Distribution shall continue to be employees of the AdvanSix Group immediately following the Distribution. The Parties hereto agree that none of the transactions contemplated by the Separation Agreement or any of the Ancillary Agreements, including this Agreement, shall result in any AdvanSix Employee, AdvanSix LTD Employee or Former AdvanSix Employee being deemed to have incurred a termination of employment or being eligible to receive severance benefits, solely as a result of the Distribution.

SECTION 2.02.          Collectively Bargained Employees. All provisions contained in this Agreement providing for the treatment of compensation and benefits in connection with the Distribution shall apply equally to any employee who is covered by any collective bargaining, works council or other labor union contract or labor arrangement (collectively, “Collective Bargaining Agreements”), except to the extent that any such agreement specifically provides for the compensation or benefits contemplated by such provision and, in each such case, such agreement shall apply rather than the terms of this Agreement.

SECTION 2.03.          Collective Bargaining Agreements. As of the Distribution, AdvanSix shall, and shall cause the members of the AdvanSix Group as appropriate to, adopt and assume any Collective Bargaining Agreement covering any of the AdvanSix Employees immediately prior to the Distribution, subject to any agreed upon changes required by the transition of such Collective Bargaining Agreement to AdvanSix or applicable Law, and recognize the works councils, labor unions and other employee representatives that are party to such Collective Bargaining Agreements; provided that, any compensation or benefits that were, prior to the Distribution, provided to AdvanSix Employees under the Collective Bargaining Agreements through the Honeywell Benefit Plans shall, to the extent such compensation and benefits are still required to be provided under the Collective Bargaining Agreements on and after the Distribution, be provided as mutually agreed with such works councils, labor unions and other employee representatives through the AdvanSix Benefit Plans as set forth in this Agreement.

SECTION 2.04.          Liabilities. Except as otherwise provided in this Agreement, (a) the members of the Honeywell Group shall be responsible for all actual or potential employment and employee compensation and benefits-related Liabilities

6

incurred prior to the Distribution that relate to AdvanSix Employees and Former AdvanSix Employees (and each of their respective dependents and beneficiaries), excluding any such Liabilities that AdvanSix retains or assumes pursuant to applicable Law in connection with the Distribution (collectively, with all other such Liabilities that the AdvanSix Group retains or assumes in connection with this Agreement, the “AdvanSix Pre-Distribution HR Liabilities”) and (b) the members of the AdvanSix Group shall be responsible for (i) all actual or potential employment and employee compensation and benefits-related Liabilities incurred on or after the Distribution that relate to AdvanSix Employees and Former AdvanSix Employees (and each of their respective dependents and beneficiaries) and (ii) the AdvanSix Pre-Distribution HR Liabilities. AdvanSix shall pay or provide all AdvanSix Pre-Distribution HR Liabilities in the ordinary course and at a time or times consistent with the past practice of the Honeywell Group.

SECTION 2.05.          Benefit Plans. Except as otherwise specifically provided in this Agreement or as may otherwise be provided in accordance with the TSA, as of the Distribution, each AdvanSix Employee (and each of their respective dependents and beneficiaries) shall cease active participation in, and each member of the AdvanSix Group shall cease to be a participating employer in, all Honeywell Benefit Plans, and, as of such time, AdvanSix shall, or shall cause its Subsidiaries to, have in effect such corresponding AdvanSix Benefit Plans as are necessary to comply with its obligations pursuant to this Agreement. As of immediately following the Distribution, except as otherwise specifically provided in this Agreement, (a) Honeywell shall, or shall cause one or more members of the Honeywell Group to, retain, pay, perform, fulfill and discharge all Liabilities arising out of or relating to all Honeywell Benefit Plans, and (b) AdvanSix shall, or shall cause one of the members of the AdvanSix Group to, retain, pay, perform, fulfill and discharge all Liabilities arising out of or relating to all AdvanSix Benefit Plans.

SECTION 2.06.          Payroll Services. Except as may otherwise be provided in accordance with the TSA, prior to, on and after the Distribution, the members of the AdvanSix Group shall be solely responsible for providing payroll services to the AdvanSix Employees and Former AdvanSix Employees.

SECTION 2.07.          No Change in Control. The Parties hereto agree that none of the transactions contemplated by the Separation Agreement or any of the Ancillary Agreements, including this Agreement, constitutes a “change in control,” “change of control” or similar term, as applicable, within the meaning of any Honeywell Benefit Plan or AdvanSix Benefit Plan, including the AdvanSix Long-Term Incentive Plan.

ARTICLE III

NON-EQUITY INCENTIVES

SECTION 3.01.          AdvanSix Employee Incentives. Unless otherwise provided for in an individual agreement with an AdvanSix Employee to which Honeywell is a party, on and after the Distribution, AdvanSix shall assume and be solely

7

responsible for Liabilities with respect to any annual bonus or other cash-based incentive or retention awards (other than GPUs, which shall be treated in accordance with Article XII) under any Benefit Plan to any AdvanSix Employee, AdvanSix LTD Employee or Former AdvanSix Employee, including, for the avoidance of doubt, any such awards with respect to the year in which the Distribution occurs (the “AdvanSix Incentive Payments”). AdvanSix shall be responsible for determining the amounts of all AdvanSix Incentive Payments that have not been determined prior to the Distribution, including the extent to which established performance criteria (as interpreted by AdvanSix, in its sole discretion) have been met, and shall pay all AdvanSix Incentive Payments no later than the times provided for under the applicable Benefit Plan. For the avoidance of doubt, any determinations made prior to the Distribution regarding the amounts of any AdvanSix Incentive Payments shall be subject to Honeywell’s prior written approval.

ARTICLE IV

SERVICE CREDIT

SECTION 4.01.          Honeywell Benefit Plans. Except as may otherwise be provided in accordance with the TSA and except as otherwise provided in Section 12.03, service of AdvanSix Employees and Former AdvanSix Employees, on and after the Distribution, with any member of the AdvanSix Group or any other employer, as applicable, other than any member of the Honeywell Group, shall not be taken into account for any purpose under any Honeywell Benefit Plan.

SECTION 4.02.          AdvanSix Benefit Plans. Unless prohibited by applicable Law, AdvanSix shall, and shall cause its Subsidiaries to, credit service accrued by each AdvanSix Employee with, or otherwise recognized for purposes of any Benefit Plan by, any member of the Honeywell Group or the AdvanSix Group on or prior to the Distribution for purposes of (a) eligibility and vesting under each AdvanSix Benefit Plan under which service is relevant in determining eligibility or vesting, (b) determining the amount of severance payments and benefits (if any) payable under each AdvanSix Benefit Plan that provides severance payments or benefits and (c) determining the number of vacation days to which each such employee shall be entitled following the Distribution, in the case of clauses (a), (b) and (c), (i) to the same extent recognized by the relevant members of the Honeywell Group or AdvanSix Group or the corresponding Honeywell Benefit Plan or AdvanSix Benefit Plan immediately prior to the later of the Distribution Date and the date such employee ceases participating in the applicable Honeywell Benefit Plan in accordance with the TSA and (ii) except to the extent such credit would result in a duplication of benefits for the same period of service.

ARTICLE V

SEVERANCE

SECTION 5.01.          Post-Distribution Severance. The AdvanSix Group shall be solely responsible for all Liabilities, including all severance or other separation payments and benefits, relating to the termination or alleged termination of any AdvanSix

8

Employee’s or Former AdvanSix Employee’s employment that occurs on or after the Distribution. For the avoidance of doubt, such Liabilities shall include any employer-paid portion of any Employment Taxes.

ARTICLE VI

CERTAIN WELFARE BENEFIT PLAN MATTERS; WORKERS’ COMPENSATION CLAIMS

SECTION 6.01.          AdvanSix Welfare Plans. Without limiting the generality of Section 2.05, effective as of the Distribution or such later date as agreed to between Honeywell and AdvanSix in accordance with the TSA (such applicable date, the “Welfare Plan Date”), AdvanSix shall establish Welfare Plans (collectively, the “AdvanSix Welfare Plans”) to provide welfare benefits to the AdvanSix Employees (and their dependents and beneficiaries) and as of the applicable Welfare Plan Date, each AdvanSix Employee (and his or her dependants and beneficiaries) shall cease active participation in the corresponding Honeywell Welfare Plan. For the avoidance of doubt, for purposes of this Article VI, the term “AdvanSix Employees” shall be deemed to include any Former AdvanSix Employee who was receiving welfare benefits in connection with his or her termination of employment from a member of the Honeywell Group or the AdvanSix Group as of the applicable Welfare Plan Date.

SECTION 6.02.          Allocation of Welfare Benefit Claims. (a) The members of the Honeywell Group shall retain all Liabilities in accordance with the applicable Honeywell Welfare Plan for all reimbursement claims (such as medical and dental claims) and for all non-reimbursement claims (such as life insurance claims), in each case, incurred by AdvanSix Employees and Former AdvanSix Employees (and each of their respective dependents and beneficiaries) under such plans prior to the applicable Welfare Plan Date and (b) the members of the AdvanSix Group shall retain all Liabilities in accordance with the AdvanSix Welfare Plans for all reimbursement claims (such as medical and dental claims) and for all non-reimbursement claims (such as life insurance claims), in each case, incurred by AdvanSix Employees and Former AdvanSix Employees (and each of their respective dependents and beneficiaries) on or after the Applicable Welfare Plan Date; provided that, AdvanSix shall reimburse Honeywell in accordance with the TSA for Liabilities incurred under clause (a) between the Distribution Date and the applicable Welfare Plan Date. For purposes of this Section 6.02, a benefit claim shall be deemed to be incurred as follows: (i) health, dental, vision, employee assistance program and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies; and (ii) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death, cessation of employment or other event giving rise to such benefits.

SECTION 6.03.          Workers’ Compensation Claims. In the case of any workers’ compensation claim of any AdvanSix Employee or Former AdvanSix Employee in respect of his or her employment with the Honeywell Group or the AdvanSix Group, such claim shall be covered (a) under the applicable Honeywell Workers’ Compensation

9

Plan if the Workers’ Compensation Event occurred prior to the Distribution, (b) under a workers’ compensation plan of the AdvanSix Group (each, an “AdvanSix Workers’ Compensation Plan”) if the Workers’ Compensation Event occurs on or after the Distribution and the related claim is submitted after the date AdvanSix has established a workers’ compensation plan (the “Workers’ Compensation Plan Date”) and (c) under the applicable Honeywell Workers’ Compensation Plan if the Workers’ Compensation Event occurs on or after the Distribution and the related claim is submitted prior to the Workers Compensation Plan Date; provided that, AdvanSix shall reimburse Honeywell in accordance with the TSA for Liabilities incurred under clause (c) between the Distribution Date and the applicable Welfare Plan Date. If the Workers’ Compensation Event occurs over a period both preceding and following the Distribution, the claim shall be jointly covered under the Honeywell Workers’ Compensation Plan and the AdvanSix Workers’ Compensation Plan and shall be equitably apportioned between them based upon the relative periods of time that the Workers’ Compensation Event transpired preceding and following the Distribution; provided that, if a claim in respect of such Workers’ Compensation Event is submitted prior to the Workers’ Compensation Plan Date, then such claim shall be covered under the Honeywell Workers’ Compensation Plan and AdvanSix shall appropriately reimburse Honeywell in accordance with the TSA.

SECTION 6.04.          COBRA. In the event that an AdvanSix Employee or Former AdvanSix Employee (a) was receiving, or was eligible to receive, continuation health coverage pursuant to COBRA on or prior to the applicable Welfare Plan Date, Honeywell and the Honeywell Welfare Plans shall be responsible for all Liabilities to such employee (or his or her eligible dependents) in respect of COBRA; or (b) becomes eligible to receive continuation health coverage pursuant to COBRA following the applicable Welfare Plan Date, AdvanSix and the AdvanSix Welfare Plans shall be responsible for all Liabilities to such employee (or his or her eligible dependents) in respect of COBRA; provided that, AdvanSix shall reimburse Honeywell in accordance with the TSA for Liabilities incurred under clause (a) between the Distribution Date and the applicable Welfare Plan Date. AdvanSix shall indemnify, defend and hold harmless the members of the Honeywell Group from and against any and all Liabilities relating to, arising out of or resulting from COBRA provided by AdvanSix, or the failure of AdvanSix to meet its COBRA obligations, to AdvanSix Employees, Former AdvanSix Employees and their respective eligible dependents.

SECTION 6.05.          Health Savings Account. Without limiting the generality of Sections 2.04, 2.05 and 13.01 and subject to Section 15.09, Honeywell and AdvanSix shall use commercially reasonable efforts to cooperate in administering any Honeywell Health Savings Account in connection with the Distribution in accordance with the terms of the applicable Honeywell Benefit Plan, including by exchanging any necessary participant records and engaging recordkeepers, administrators, providers, insurers and other third parties.

SECTION 6.06.          Flexible Spending Account. Without limiting the generality of Sections 2.04, 2.05 and 13.01 and subject to Section 15.09, Honeywell and AdvanSix shall use commercially reasonable efforts to cooperate in administering any Honeywell Flexible Spending Account in connection with the Distribution in accordance

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with the terms of the applicable Honeywell Benefit Plan, including by exchanging any necessary participant records and engaging recordkeepers, administrators, providers, insurers and other third parties.

ARTICLE VII

LONG-TERM DISABILITY

SECTION 7.01.          Benefits. Except as otherwise specifically provided in this Agreement and subject to Section 7.02, on and after the Distribution, the AdvanSix LTD Employees shall be deemed to be employees of the Honeywell Group for purposes of this Agreement, including participation in the Honeywell LTD Plans.

SECTION 7.02.          Return to Work. To the extent required by applicable AdvanSix policies, as in effect from time to time, and applicable Law, AdvanSix shall, or shall cause its Subsidiaries to, employ any AdvanSix LTD Employee at such time, if any, as such AdvanSix LTD Employee is ready to return to active employment, and from and after such time, such employee shall no longer be deemed an employee of the Honeywell Group and shall be deemed an AdvanSix Employee for purposes of this Agreement; provided that, if such AdvanSix LTD Employee presents himself or herself for active employment and is not employed by a member of the AdvanSix Group due to applicable AdvanSix policies, and if such AdvanSix LTD Employee’s employment is terminated by a member of the Honeywell Group within a reasonable time thereafter, AdvanSix shall indemnify the Honeywell Group for all Liabilities incurred in connection with such termination.

ARTICLE VIII

DEFINED BENEFIT PENSION PLAN

SECTION 8.01.          Honeywell Defined Benefit Pension Plan. Notwithstanding Section 2.05 or any other provision of this Agreement to the contrary, following the Distribution, the Honeywell Group shall retain sponsorship of the Honeywell International Inc. Retirement Earnings Plan (the “Honeywell Pension Plan”) and all assets and Liabilities arising out of or relating to the Honeywell Pension Plan, including those relating to AdvanSix Employees, AdvanSix LTD Employees and Former AdvanSix Employees. Following the date of this Agreement, Honeywell and AdvanSix shall use commercially reasonable efforts to cooperate in administering the Honeywell Pension Plan in connection with providing benefits to AdvanSix Employees and Former AdvanSix Employees in accordance with the terms of the Honeywell Pension Plan, including by exchanging any necessary participant records and engaging recordkeepers, administrators, providers, insurers and other third parties.

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ARTICLE IX

DEFINED CONTRIBUTION PLAN

SECTION 9.01.          AdvanSix 401(k) Plan. Effective as of the Distribution, AdvanSix shall establish a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the “AdvanSix 401(k) Plan”) providing benefits to the AdvanSix Employees participating in any qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code sponsored by any member of the Honeywell Group (collectively, the “Honeywell 401(k) Plans”) as of the Distribution.

SECTION 9.02.          401(k) Rollover. As of the Distribution, the Honeywell Group shall permit each AdvanSix Employee to elect, and the AdvanSix Group shall cause the AdvanSix 401(k) Plan to accept, in accordance with applicable Law and the terms of the Honeywell 401(k) Plans and the AdvanSix 401(k) Plan, a rollover of the account balances (including earnings through the date of transfer and promissory notes evidencing all outstanding loans) of such AdvanSix Employee under the Honeywell 401(k) Plans, if such rollover is elected in accordance with applicable Law and the terms of the Honeywell 401(k) Plan and by such employee. Upon completion of a transfer of the account balances of any AdvanSix Employee, as described in this Section 9.02, AdvanSix and the AdvanSix 401(k) Plan shall be responsible for all Liabilities of the Honeywell Group under the Honeywell 401(k) Plan with respect to any AdvanSix Employee or Former AdvanSix Employee whose account balance was transferred to the AdvanSix 401(k) Plan (and his or her respective beneficiaries), and the Honeywell Group and the Honeywell 401(k) Plan shall have no Liabilities to provide such participants (or any of their beneficiaries) with benefits under the Honeywell 401(k) Plan. In the event that the elections by AdvanSix Employees pursuant to this Section 9.02 in connection with the Distribution result in a mass rollover, Honeywell and AdvanSix shall use commercially reasonable efforts to cooperate to effect such mass rollover, including by exchanging any necessary participant records and engaging recordkeepers, administrators, providers, insurers and other third parties.

SECTION 9.03.          Employer 401(k) Plan Contributions. The Honeywell Group shall remain responsible for making all employer contributions under the Honeywell 401(k) Plan with respect to any AdvanSix Employees or Former AdvanSix Employees relating to periods prior to the Distribution; provided that, prior to the rollover of any AdvanSix Employee’s or Former AdvanSix Employee’s account pursuant to Section 9.02, the Honeywell Group shall make all employer contributions with respect to such AdvanSix Employee or Former AdvanSix Employee required under the Honeywell 401(k) Plan for periods of time prior to the Distribution. Any such contributions that are unvested as of the Distribution shall be treated in accordance with the terms of the Honeywell 401(k) Plan. On and after the Distribution, the AdvanSix Group shall be responsible for all employer contributions under the AdvanSix 401(k) Plan with respect to any AdvanSix Employees or Former AdvanSix Employees.

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SECTION 9.04.          Stock Considerations. Following the Distribution, AdvanSix Employees and Former AdvanSix Employees shall not be permitted to acquire shares of Honeywell Common Stock in any stock fund under the AdvanSix 401(k) Plan.

SECTION 9.05.          Limitation of Liability. For the avoidance of doubt, Honeywell shall have no responsibility for any failure of AdvanSix to properly administer the AdvanSix 401(k) Plan in accordance with its terms and applicable Law, including any failure to properly administer the accounts of AdvanSix Employees, Former AdvanSix Employees and their respective beneficiaries, including accounts rolled over in accordance with Section 9.02, in such AdvanSix 401(k) Plan.

ARTICLE X

NONQUALIFIED DEFERRED COMPENSATION

SECTION 10.01.          Honeywell Nonqualified Deferred Compensation Plans. The Honeywell Group shall retain all assets and all Liabilities arising out of or relating to the Honeywell Nonqualified Deferred Compensation Plans related to any AdvanSix Employee or Former AdvanSix Employee (and their respective beneficiaries) in connection with his or her service prior to the Distribution, including the obligation to make all payments or distributions in respect of such Liabilities in accordance with the terms of the applicable Honeywell Nonqualified Deferred Compensation Plan. The Parties hereto agree that none of the transactions contemplated by the Separation Agreement or any of the Ancillary Agreements, including this Agreement, will trigger a payment or distribution of compensation under the Honeywell Nonqualified Deferred Compensation Plans to any AdvanSix Employee or Former AdvanSix Employee (and their respective beneficiaries) and, consequently, that the payment or distribution of any compensation to which any AdvanSix Employee or Former AdvanSix Employee (and their respective beneficiaries) is entitled under the Honeywell Nonqualified Deferred Compensation Plans will occur upon the time or times provided for under the applicable Honeywell Nonqualified Deferred Compensation Plans and such AdvanSix Employee’s or Former AdvanSix Employee’s deferral elections. Following the payment or distribution of such amounts to the AdvanSix Employees, Former AdvanSix Employees or their respective beneficiaries, the members of the Honeywell Group shall have no actual or potential Liabilities relating to, arising out of or resulting from the participation of the AdvanSix Employees and Former AdvanSix Employees in the Honeywell Nonqualified Deferred Compensation Plans. Following the date of this Agreement, Honeywell and AdvanSix shall use commercially reasonable efforts to cooperate in administering the Honeywell Nonqualified Deferred Compensation Plans for purposes of satisfying any obligations relating to the participation of any AdvanSix Employee or Former AdvanSix Employee, including by exchanging any necessary participant records and engaging recordkeepers, administrators, providers, insurers and other third parties.

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ARTICLE XI

VACATION

SECTION 11.01.          Vacation. Upon the Distribution, the AdvanSix Group shall assume and be solely responsible for all Liabilities for vacation accruals and benefits with respect to each AdvanSix Employee; provided, however, that (a) for purposes of determining the number of vacation days to which such employee shall be entitled following the Distribution, AdvanSix and its Subsidiaries shall assume and honor all vacation days accrued or earned but not yet taken by such employee, if any, as of the Distribution, and (b) to the extent such employee is entitled under any applicable Law or any policy of his or her respective employer that is a member of the Honeywell Group, as the case may be, to be paid for any vacation days accrued or earned but not yet taken by such employee as of the Distribution, AdvanSix shall assume and be solely responsible for the Liability to pay for such vacation days.

ARTICLE XII

LONG-Term Incentive COMPENSATION AWARDS

SECTION 12.01.          AdvanSix Long-Term Incentive Plan. Prior to the Distribution, Honeywell shall cause AdvanSix to adopt a long-term incentive plan or program, to be effective immediately prior to the Distribution (the “AdvanSix Long-Term Incentive Plan”) and Honeywell shall approve the AdvanSix Long-Term Incentive Plan as the sole stockholder of AdvanSix.

SECTION 12.02.          Equity Award Adjustments. Each outstanding equity award granted under the Honeywell Equity Plans held by any individual as of the Distribution shall be adjusted in accordance with the resolutions adopted by the Management Development and Compensation Committee of Honeywell in connection with the Distribution. Equity awards that are covered by this Section 12.02 shall not be exercisable and/or settled during a period beginning on a date prior to the Distribution Date determined by Honeywell in its sole discretion, and continuing until the adjustments made pursuant to such resolutions are completed, as determined by Honeywell in its sole discretion.

SECTION 12.03.          Treatment of Incentive Awards Upon Distribution. Notwithstanding anything in this Agreement, the Honeywell Equity Plans or an award agreement to the contrary, any awards under the Honeywell Equity Plans held by AdvanSix Employees (including GPUs) shall remain outstanding through the following applicable date (each, a “Vesting Date”): (a) in the case of stock options, through March 2017; (b) in the case of restricted stock units, through the end of July 2017; and (c) in the case of GPUs, to the end of March 2017. Such awards shall otherwise remain subject to the terms of the applicable Honeywell Equity Plan and the applicable award agreement; provided, however, that service with the AdvanSix Group through such vesting date shall count as service with the Honeywell Group for purposes of vesting under such awards. Any award, or portion of any award, that does not become vested on or prior to the applicable Vesting Date shall be forfeited.

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SECTION 12.04.          Incentive Award Reimbursement. Following the Distribution, Honeywell may, from time to time, deliver to AdvanSix a summary (a “Reimbursement Invoice”) of all Reimbursement Events that have occurred on or after the date of the previous Reimbursement Invoice or, in the case of the first Reimbursement Invoice delivered to AdvanSix, the Distribution Date. Such Reimbursement Invoice shall also include an amount equal to the aggregate value of all expenses incurred on or after the Distribution by the Honeywell Group, as determined by Honeywell in its reasonable discretion and consistent with past practice, with respect to the Reimbursement Awards identified in such Reimbursement Invoice, and within ten (10) days following the delivery of such Reimbursement Invoice, AdvanSix shall make a cash payment to Honeywell equal to such aggregate value.

SECTION 12.05.          Cooperation. For so long as any equity award in respect of Honeywell Common Stock is outstanding and held by an AdvanSix Employee or Former AdvanSix Employee, the Honeywell Group and the AdvanSix Group shall reasonably cooperate in the exchange of information and take any action necessary to administer such equity awards following the Distribution, including the following: (i) AdvanSix shall notify Honeywell in writing within five (5) days of any change in employment status (including but not limited to termination of employment), (ii) the Parties shall exchange any information necessary to satisfy their obligations under Section 12.04, (iii) the Parties shall take any steps necessary to ensure that the employee-paid portion of any Taxes (including any Employment Taxes) required to be withheld upon the exercise or vesting of any such equity award is withheld by or paid over to, as applicable, the applicable Party responsible for remitting such amount to the appropriate Taxing Authority as promptly as reasonably practicable, (iv) AdvanSix will provide payroll information to Honeywell in respect of AdvanSix Employees and Former AdvanSix Employees, including year-to-date amounts withheld for Federal Insurance Contribution Act Taxes, Medicare Taxes and supplemental compensation, (v) other than with respect to the Reimbursement Awards, any U.S. Federal, state and local income Tax deduction arising as a result of the exercise, vesting or settlement of any equity award held by an AdvanSix Employees or Former AdvanSix Employee adjusted pursuant to Section 12.02 will be claimed by a member of the Honeywell Group; provided, however, that if a deduction claimed by a member of the Honeywell Group pursuant to this Section 12.05 is disallowed by a Taxing Authority for any reason, a member of the AdvanSix Group shall amend its Tax Return to claim such deduction and pay to Honeywell an amount equal to the tax benefit actually realized by the AdvanSix Group resulting from such deduction; provided further that Honeywell, upon the request of AdvanSix, shall repay any amount paid to Honeywell under the immediately preceding proviso (plus any interest imposed by the relevant Taxing Authority) in the event AdvanSix is required to surrender such tax benefit and (vi) the Parties will cooperate following the Distribution, so that the value of any tax benefit actually realized by any member of the Honeywell Group in connection with the vesting, settlement or exercise of any Reimbursement Award will be transferred to AdvanSix following the Distribution.

SECTION 12.06.          Treatment of Reimbursements.Any cash payment made by AdvanSix to Honeywell in respect of any award settled in or exercised for Honeywell Common Stock pursuant to this Article XII shall be treated by Honeywell and

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AdvanSix for all Tax purposes as purchase price or partial purchase price for the shares of Honeywell Common Stock equal to the value of any such cash payment, and not as a distribution from AdvanSix to Honeywell immediately prior to the Distribution or as consideration forany property contributed to AdvanSix in connection with the transactions contemplated by the Separation Agreement. Any cash payment made by Honeywell to AdvanSix pursuant to this Article XII shall be treated for all Tax purposes as a contribution from Honeywell to AdvanSix immediately prior to the Distribution.

ARTICLE XIII

COOPERATION; ACCESS TO INFORMATION; LITIGATION; CONFIDENTIALITY

SECTION 13.01.          Cooperation. Following the date of this Agreement, the Parties shall, and shall cause their respective Subsidiaries to, use commercially reasonable efforts to cooperate with respect to any employee compensation or benefits matters that either Party reasonably determines require the cooperation of the other Party in order to accomplish the objectives of this Agreement. Without limiting the generality of the preceding sentence, (a) Honeywell, AdvanSix and their respective Subsidiaries shall cooperate in connection with any audits of any Benefit Plan with respect to which such Party may have Information, (b) Honeywell, AdvanSix and their respective Subsidiaries shall cooperate in connection with any audits of their respective payroll services (whether by a Governmental Authority in the U.S. or otherwise) in connection with the services provided by one Party to the other Party and (c) Honeywell, AdvanSix and their respective Subsidiaries shall cooperate in good faith in connection with the notification and consultation with labor unions and other employee representatives of employees of the Honeywell Group and the AdvanSix Group. With respect to each Benefit Plan, the obligations of the Honeywell Group and the AdvanSix Group to cooperate pursuant to this Section 13.01 or any other provision of this Agreement shall remain in effect until the later of (i) the date all audits of such Benefit Plan with respect to which a Party may have Information have been completed, (ii) the date the applicable statute of limitations with respect to such audits has expired and (ii) the date the Honeywell Group discharges all obligations to AdvanSix Employees, Former AdvanSix Employees and their respective beneficiaries under such Benefit Plan.

SECTION 13.02.          Access to Information; Litigation; Confidentiality. Except as would be inconsistent with Section 13.01 or any other provision of this Agreement relating to cooperation, Article VII of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandi.

ARTICLE XIV

TERMINATION

SECTION 14.01.          Termination. This Agreement may be terminated by Honeywell at any time, in its sole discretion, prior to the Distribution; provided, however, that this Agreement shall automatically terminate upon the termination of the Separation Agreement in accordance with its terms.

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SECTION 14.02.          Effect of Termination. In the event of any termination of this Agreement prior to the Distribution, none of the Parties (or any of its directors or officers) shall have any Liability or further obligation to any other Party under this Agreement.

ARTICLE XV

MISCELLANEOUS

SECTION 15.01.          Incorporation of Indemnification Provisions of Separation Agreement. In addition to the specific indemnification provisions in this Agreement, Article VI of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandi.

SECTION 15.02.          Benefit Plan Indemnification. If the Parties determine that AdvanSix is unable to establish any AdvanSix Benefit Plan as of the Distribution Date that it is required under this Agreement to establish by the Distribution Date, then, to the extent provided on Schedule 15.02, AdvanSix shall indemnify, defend and hold harmless each of the Honeywell Indemnitees from and against any and all Liabilities of the Honeywell Indemnitees relating to, arising out of or resulting from participation by any AdvanSix Employee or Former AdvanSix Employee on or after the Distribution Date in any such Honeywell Benefit Plan set forth on Schedule 15.02 due to the failure to timely establish such AdvanSix Benefit Plan or Plans, subject to any other terms and conditions set forth on such Schedule.

SECTION 15.03.          Further Assurances. Article X of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandi.

SECTION 15.04.          Administration. AdvanSix hereby acknowledges that Honeywell has provided or will provide administration services for certain AdvanSix Benefit Plans and AdvanSix agrees to assume responsibility for the administration and administration costs of such plans and each other AdvanSix Benefit Plan. The Parties shall cooperate in good faith to complete such transfer of responsibility on commercially reasonable terms and conditions effective no later than the Distribution or the applicable Welfare Plan Date or Workers’ Compensation Plan Date.

SECTION 15.05.          Third-Party Beneficiaries. Except as otherwise may be provided in the Separation Agreement with respect to the rights of any Honeywell Indemnitee or AdvanSix Indemnitee, (a) the provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

SECTION 15.06.          Employment Tax Reporting Responsibility. To the extent applicable, the Parties hereby agree to follow the alternate procedure for U.S.

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Employment Tax withholding as provided in Section 5 of Rev. Proc. 2004-53, I.R.B. 2004-35. Accordingly, except as otherwise provided in Sections 12.04 or 12.05, the members of the Honeywell Group shall not have any Employment Tax reporting responsibilities, and the members of the AdvanSix Group shall have full Employment Tax reporting responsibilities, for AdvanSix Employees on and after the Distribution.

SECTION 15.07.          Data Privacy. The Parties agree that any applicable data privacy laws and any other obligations of the AdvanSix Group and the Honeywell Group to maintain the confidentiality of any Information relating to employees in accordance with applicable Law shall govern the disclosure of Information relating to employees among the Parties under this Agreement. Honeywell and AdvanSix shall ensure that they each have in place appropriate technical and organizational security measures to protect the personal data of the AdvanSix Employees and Former AdvanSix Employees. Additionally, each Party shall sign any documentation as may be required to comply with applicable data privacy Laws.

SECTION 15.08.          Section 409A. Honeywell and AdvanSix shall cooperate in good faith and use reasonable best efforts to ensure that the transactions contemplated by the Separation Agreement and the Ancillary Agreements, including this Agreement, will not result in adverse tax consequences under Section 409A of the Code to any AdvanSix Employee or Former AdvanSix Employee (or any of their respective beneficiaries), in respect of their respective benefits under any Benefit Plan.

SECTION 15.09.          Confidentiality. (a) Each of Honeywell and AdvanSix, on behalf of itself and each Person in its respective Group, shall, and shall cause its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives to, hold, in strict confidence and not release or disclose, with at least the same degree of care, but no less than a reasonable degree of care, that it applies to its own confidential and proprietary Information pursuant to policies in effect as of the Distribution, all Information concerning the other Group or its business that is either in its possession (including Information in its possession prior to the Distribution) or furnished by the other Group or its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives at any time pursuant to this Agreement and shall not use any such Information other than for such purposes as shall be expressly permitted hereunder, except, in each case, to the extent that such Information is (i) in the public domain through no fault of any member of the Honeywell Group or the AdvanSix Group, as applicable, or any of its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives, (ii) later lawfully acquired from other sources by any of Honeywell, AdvanSix or its respective Group, employees, directors or agents, accountants, counsel and other advisors and representatives, as applicable, which sources are not themselves bound by a confidentiality obligation to the knowledge of any of Honeywell, AdvanSix or Persons in its respective Group, as applicable, regarding such Information (iii) independently generated without reference to any proprietary or confidential Information of the Honeywell Group or the AdvanSix Group, as applicable, or (iv) required to be disclosed by applicable Law; provided, however, that the Person required to disclose such Information gives the applicable Person prompt, and to the extent reasonably practicable,

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prior notice of such disclosure and an opportunity to contest such disclosure and shall use commercially reasonable efforts to cooperate, at the expense of the requesting Person, in seeking any reasonable protective arrangements requested by such Person. In the event that such appropriate protective order or other remedy is not obtained, the Person that is required to disclose such Information shall furnish, or cause to be furnished, only that portion of such Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Information. Notwithstanding the foregoing, each of Honeywell and AdvanSix may release or disclose, or permit to be released or disclosed, any such Information concerning the other Group (A) to their respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives who need to know such Information (who shall be advised of the obligations hereunder with respect to such Information) and (B) to any nationally recognized statistical rating agency as it reasonably deems necessary, solely for the purpose of obtaining a rating of securities upon normal terms and conditions; provided, however, that the Party whose Information is being disclosed or released to such rating agency is promptly notified thereof.

(b)          Without limiting the foregoing, when any Information concerning the other Group or its business is no longer needed for the purposes contemplated by this Agreement, each of Honeywell and AdvanSix shall, promptly after request of the other Party, either return all Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other Party, as applicable, that it has destroyed such Information (and used commercially reasonable efforts to destroy all such Information electronically preserved or recorded within any computerized data storage device or component (including any hard-drive or database)).

SECTION 15.10.          Additional Provisions. Sections 12.01 to 12.14 of the Separation Agreement are hereby incorporated into this Agreement mutatis mutandi.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

HONEYWELL INTERNATIONAL INC.,
by
	Name:
	Title:

ADVANSIX INC.,
by
	Name:
	Title:

Schedule 15.02

None.

EX-10.13

Exhibit 10.13

COLONIAL HEIGHTS SITE SHARING AND SERVICES AGREEMENT

BY AND BETWEEN

HONEYWELL INTERNATIONAL INC.,

A DELAWARE CORPORATION

LICENSOR

AND

ADVANSIX RESINS & CHEMICALS LLC,

A DELAWARE LIMITED LIABILITY COMPANY,

LICENSEE

DATED ___, 2016

TABLE OF CONTENTS

Paragraph		Page Number
Article 1.	Parties	1
Article 2.	Premises, Parking and Common Areas	1
Article 3.	Term	1
Article 4.	Capital Improvements	2
Article 5.	Base Annual Fee and Operating Expenses	2
Article 6.	Use, Compliance with Legal Requirements, Condition of Premises	6
Article 7.	Assignment	6
Article 8.	Licensee’s Responsibility	7
Article 9.	Licensor’s Repair and Maintenance Responsibilities	7
Article 10.	Licensee’s Insurance, Licensor’s Insurance, Mutual Release/Waiver of Subrogation, and Indemnity	7
Article 11.	Default/Remedies	10
Article 12.	Utilities and Services	11
Article 13.	Real Property Taxes	12
Article 14.	Damage or Destruction	12
Article 15.	Condemnation	13
Article 16.	Notices	13
Article 17.	Authority	14
Article 18.	Alterations and Trade Fixtures	14
Article 19.	Mechanic’s Liens	14
Article 20.	Security	14
Article 21.	Surrender of Premises	15
Article 22.	Holding Over	16
Article 23.	Subordination	16
Article 24.	Estoppel Certificates	16
Article 25.	Signs	16
Article 26.	Licensor’s Procedures	16
Article 27.	HSE Matters	17
Article 28.	General Conditions	19

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Exhibits
Exhibit A1	(Interim Premises)	23
Exhibit A2	(Final Premises)	25
Exhibit B	(Base Annual Fee)	27
Exhibit C	(Operating Expenses and Licensee’s Proportionate Share)	28
Exhibit D	(Additional Services)	37
Exhibit E	(Capital Improvements)	38
Exhibit F	(Licensee’s and Licensor’s Responsibilities)	39
Exhibit G	(Site Points of Contact)	41

ii

Colonial Heights Site Sharing and Services Agreement

Article 1. Parties. This Colonial Heights Site Sharing and Services Agreement (this “Agreement”) is made and entered into this _____ day of _________, 2016 (“Date of this Agreement”), by and between Honeywell International Inc., a Delaware corporation (“Licensor”) and AdvanSix Resins & Chemicals LLC, a Delaware limited liability company (“Licensee”).

Article 2. Premises, Parking and Common Areas.

(a) Premises. Prior to the completion of the Capital Improvements (as defined below), Licensor hereby grants a license to Licensee for reasonable use and access to the premises described upon the attached Exhibit A1 (“Interim Premises”), including a non-exclusive right to use and access the Common Areas (as hereinafter defined) in Licensor’s facility located at 15801 Woods Edge Road, Colonial Heights, Virginia. After completion of the Capital Improvements, Licensor hereby grants a license to Licensee for reasonable use and access to the premises described upon the attached Exhibit A2 (“Final Premises”) at which time Licensee will have no further access or right to use the Common Areas. The term “Premises” shall mean either the Interim Premises or the Final Premises as the context requires depending on whether the use of such term refers to period prior to completion of the Capital Improvements or after completion of the Capital Improvements. The Premises, Common Areas (as hereinafter defined), other facilities located at 15801 Woods Edge Road, Colonial Heights, Virginia and the land upon which they are located are hereinafter sometimes collectively referred to as the “Property”. This Agreement does not and shall not be deemed to constitute a lease or a conveyance of the Premises by Licensor to Licensee or to confer upon Licensee any right, title, estate or interest in the Premises or any part thereof, other than the express rights conferred hereby. This Agreement grants to Licensee a personal privilege to use and occupy the Premises for the Term on the terms and conditions set forth herein.

(b) Parking. Licensee shall be entitled to park in the unassigned and unreserved parking spaces, on a first come, first served basis, on those portions of the Common Areas designated for parking as shown on Exhibit A1 and Exhibit A2.

(c) Common Areas. The term “Common Areas” is defined as those areas and facilities designated by the Licensor as Common Areas on Exhibit A1 and such other areas as Licensor may designate as Common Areas from time to time prior to the completion of the Capital Improvements for the general non-exclusive use of Licensor, Licensee and of any other occupants of the Property and their respective employees, suppliers, shippers, customers and invitees. To the extent designated as a “Common Area” on Exhibit A1, the Common Areas shall include, without limitation, the parking areas, trash areas, roadways, sidewalks/walkways, landscaped areas, restrooms, and elevators, corridors, and passageways. During the period prior to completion of the Capital Improvements, Licensor gives to Licensee and Licensee’s employees, suppliers, shippers, customers and invitees the non-exclusive right to use the Common Areas, with others who are entitled to use the Common Areas.

Article 3. Term. This Agreement will be in force and effect for an initial term beginning as of the date of the Agreement and ending on December 31, 2018 (the “Initial Term”). On December 31, 2018, the Agreement will be renewed automatically for successive additional periods of two (2) years (each such two-year period, a “Renewal Period” and together with the

Initial Term, the “Term”) unless (i) either Party notifies the other Party in writing of a plan to substantially shut down its operations to the extent that continuation of the Agreement is no longer commercially feasible in which case the Agreement will survive for an additional two (2) year period during which time the Services and the Utilities will continue to be provided or (ii) Licensee notifies Licensor in writing on or prior to June 30, 2018, with respect to the Initial Term, or June 30 of the second year of any subsequent Renewal Period of its desire to terminate this Agreement, in which case this Agreement shall terminate 12 months after the delivery of such written notification. Termination will not operate to release any Party of any obligation hereunder accrued either prior to the effective date of said termination or derived therefrom, or any obligation that expressly survives the termination of this Agreement.

Article 4. Capital Improvements. Licensee covenants and agrees to undertake and complete the capital improvements to the Premises described on Exhibit E (the “Capital Improvements”). All costs and expenses of the Capital Improvements shall be borne exclusively by Licensee. Before commencing the Capital Improvements, Licensee shall provide Licensor a reasonable opportunity to review and comment on the Capital Improvement plans and to amend and alter such Capital Improvements to the extent Licensor believes, acting reasonably, that such Capital Improvement plans would impact Licensor’s ability to operate on the Property in the ordinary course, create a public nuisance, pose a risk to the health and safety of Licensor’s employees or guests, or pose a risk to the environment (such considerations, the “Criteria”). During the execution of the Capital Improvements, at Licensor’s request, Licensee shall provide Licensor with reasonable oversight of the execution of the Capital Improvements and shall undertake such alterations or changes to the Capital Improvements as Licensor shall suggest acting reasonably on the basis of the Criteria. Licensee shall complete the Capital Improvements to the satisfaction of Licensor on or prior to the earlier to occur of (1) expiration of the Initial Term or (2) a Change in Control Transaction. As used herein, a “Change in Control Transaction” means (i) the acquisition (whether by merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, equity investment, joint venture or otherwise) by any person or group (or the shareholders of any person) of more than 20% of the assets of the Licensee and its subsidiaries, taken as a whole (based on the fair market value thereof), or assets comprising 20% or more of the consolidated revenues or EBITDA of the Licensee and its subsidiaries, taken as a whole, including in any such case through the acquisition of one or more subsidiaries of the Licensee or (ii) acquisition in any manner (including through a tender offer or exchange offer) by any person or group (or the shareholders of any person) of more than 20% of the Licensee’s equity securities.

Article 5. Base Annual Fee and Operating Expenses.

(a) Base Annual Fee. During the Term, Licensee shall pay to Licensor, as a base annual fee for the Premises, the sums set forth on Exhibit B attached hereto and made a part hereof (“Base Annual Fee”), in equal monthly installments as set forth on Exhibit B. Base Annual Fee and Additional Fees (as hereinafter defined) are hereinafter sometimes collectively referred to as “Fees”. Base Annual Fee for any period during the Term hereof which is for less than one month shall be a pro rata portion of the monthly installment of Base Annual Fee. Base Annual Fee shall be payable in advance, in equal monthly installments, without offset or deduction, except as may be otherwise expressly provided in this Agreement, on or before the first day of each calendar month during the Term and shall be payable in lawful money of the

2

United States to Licensor at the address stated herein or to such other persons or at such other places as Licensor may designate in writing. All amounts which Licensee is required to pay or discharge to Licensor pursuant to this Agreement, in addition to the Base Annual Fee, shall constitute additional fees hereunder (“Additional Fees”) and Licensee shall pay Additional Fees directly to the person entitled thereto.

(b) Operating Expenses. Licensee shall pay to Licensor as Additional Fees during the Term hereof, in addition to the Base Annual Fee, Licensee’s proportionate share (“Proportionate Share”) of the costs and expenses payable by Licensor in connection with the operation and maintenance of the Property (“Operating Expenses”), all in accordance with Exhibit C attached hereto.

Notwithstanding any term, covenant or condition as set forth within Exhibit C or Article 6(b)(ii) (Compliance with Legal Requirements) below, Operating Expenses shall specifically exclude the following:

(i) replacement of capital items not located on the Premises,

(ii) expenses of leasing space,

(iii) financing and refinancing costs and principal and interest payments on mortgages and deeds of trust,

(iv) third party tenant improvement costs,

(v) costs and expenses covered by insurance,

(vi) Licensor’s insurance deductible,

(vii) depreciation,

(viii) payments made to affiliates of Licensor, inside or related contractors and executives,

(ix) income, profit, franchise, rent, sales, gift, estate, succession, inheritance, foreign ownership, foreign control, transfer, capital levy, and/or personal property taxes payable by Licensor, and any increases in Real Property Taxes (as hereinafter defined) that result from changes in ownership of the Property,

(x) curing of construction defects,

(xi) maintenance, repairs and/or replacements of the foundation or structural repairs of the buildings on the Property,

(xii) any and all costs of Licensor in complying with its obligations under Article 6(b)(i) (Compliance with Legal Requirements),

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(xiii) any and all costs of Licensor in complying with its obligations under Article 27 (HSE Matters) including, without limitation, the costs and expenses of clean-up, remediation, environmental surveys/assessments, compliance with HSE Laws (as hereinafter defined), consulting fees, treatment and monitoring charges, transportation expenses and disposal fees, etc.,

(xiv) any and all costs of Licensor for repairs resulting from damage, destruction or condemnation covered by other provisions of this Agreement,

(xv) rent under any ground or underlying lease,

(xvi) any and all costs incurred by Licensor in connection with the transfer or disposition of Licensor’s interest in the Property,

(xvii) any and all costs incurred by Licensor in connection with the enforcement of leases,

(xviii) any and all costs incurred by Licensor in the operation of any health or exercise club or any luncheon or other restaurant, club or facility if said facilities are not accessible to Licensee, and

(xix) the cost of any item or service which Licensee separately reimburses Licensor or pays to third parties.

At any reasonable time and from time to time, Licensee, its authorized representatives and its accountants may examine Licensor’s books and records for the purpose of ascertaining the accuracy of Licensor’s invoices for Operating Expenses. Licensor’s books and records shall be maintained in accordance with generally accepted accounting principles consistently applied. In the event Licensee disagrees with the accuracy of Licensor’s invoice(s), Licensee shall pay only the amounts set forth on Licensor’s invoice not in dispute, and Licensor and Licensee shall thereafter diligently pursue resolution of the disputed amounts.

(c) Increase to Base Annual Fee. At any time prior to 180 days prior to the commencement of a Renewal Period, Licensor may deliver to Licensee a written notice setting forth in reasonable detail the Fair Market Rental Value (as defined below) of the Premises and a calculation of a new Base Annual Fee based on such Fair Market Rental Value (“Licensor’s Determination of FMRV”). If within twenty (20) business days after receipt of such written notice, Licensee does not deliver a written notice to Licensor disputing Licensor’s determination of Fair Market Rental Value and the new Base Annual Fee (a “Rental Dispute Notice”), the new Base Annual Fee set forth in Licensor’s written notice shall become the Base Annual Fee in the first calendar month from and after the applicable Renewal Period. The Rental Dispute Notice shall set forth in reasonable detail Licensee’s determination of the Fair Market Rental Value and the reasons for rejecting Licensor’s proposed Base Annual Fee. As used herein, “Fair Market Rental Value” shall mean the fair market rental value of the Premises giving consideration to all relevant factors including, without limitation, the size, quality, and location; and the amenity package available with respect to comparable spaces when compared to the Premises; and the creditworthiness of the tenant when compared to Licensee. The Fair Market Rental Value shall

4

specifically exclude value attributable to Licensee’s Capital Improvements and any additional Licensee alterations.

If Licensee delivers a Rental Dispute Notice, Licensor and Licensee shall negotiate in good faith for thirty (30) days following the delivery of the Rental Dispute Notice in an attempt to reach an agreement as to the Fair Market Rental Value. If, however, Licensor and Licensee are unable to reach an agreement as to the Fair Market Rental Value, then Licensee shall have the option, by written notice to Licensor within five (5) days following the end of such thirty (30) day period, to proceed with the appraisal process set forth below.

If Licensee elects to proceed with the appraisal process, the Fair Market Rental Value of the Premises shall be determined by an appraisal prepared by a member of the Appraisal Institute (the “Institute”), the arrangements for which must be made by Licensee and which must be completed and delivered to Licensor within thirty (30) days after Licensee elects to proceed with the appraisal process. If Licensor does not agree with this appraisal, then Licensee may, at Licensor’s sole cost and expense, obtain another appraisal from an Institute member, which second appraisal must be completed and delivered to Licensee within thirty (30) days after Licensor’s receipt of Licensee’s initial appraisal. If the two rental rates representing the Fair Market Rental Value determined by said members differ by less than ten percent (10%), the Fair Market Rental Value shall be deemed to be the average of the two rental rates in said appraisals. If the two rental rates representing the Fair Market Rental Value determined by said members differ by more than ten (10%), the appraisers designated by Licensor and Licensee shall, within twenty (20) days after receipt of the second appraisal by Licensee, designate a third Institute member to prepare a third appraisal, which third appraisal shall be completed and delivered to Licensor and Licensee within thirty (30) days after the designation of such third Institute member. After completion and delivery of the third appraisal to Licensor and Licensee, the Base Annual Fee representing the Fair Market Rental Value shall be deemed to be the average of the two lower valuations of the three appraisals. Each party shall bear the expense of the Institute member designated by it with the expense of the third member shall be shared equally by Licensor and Licensee. Each appraiser shall have a minimum of five (5) years’ experience appraising fair market rental values in the Colonial Heights region submarket. Notwithstanding the foregoing, in no event shall the Base Annual Fee for a Renewal Period be less than the rate set forth on Exhibit B (or, if the Base Annual Fee has already been subject to an adjustment, the Base Annual Fee in effect at the time of delivery of Licensor’s written notice setting forth the Fair Market Rental Value).

If the appraisal process set forth herein is not completed by the commencement of the Renewal Period in question, the Base Annual Fee in effect for the last month of the Term or the current Renewal Period, as the case may be, shall continue until the appraisal process is completed, at which time the Base Annual Fee, based on the results of the appraisal process, or lesser amount (if Licensor’s Determination of FMRV is less than the amount determined by the appraisal process), as applicable, shall be applied retroactively to the commencement date of the Renewal Period in question, and the parties shall adjust the Base Annual Fee accordingly.

Upon the determination of the Base Annual Fee for any Renewal Period, the parties shall enter into an amendment of this Agreement setting forth the applicable Base Annual Fee for the Renewal Period in question.

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Article 6. Use, Compliance with Legal Requirements, Condition of Premises.

(a) Use. Licensee may use the Premises (and the improvements, fixtures and furnishings contained therein) in a manner and for purposes that are consistent with the use of the Premises on the date hereof (the “Allowed Uses”). Licensee shall provide Licensor with six months advance written notice and request for approval if Licensee intends to materially alter, change or expand its use of the Premises. Licensor may prohibit Licensee from altering its use of the Premises if Licensor believes, acting reasonably, that such alteration or change to the use of the Premises is not an Allowed Use because it materially interferes with Licensor’s ability to operate on the Property in the ordinary course consistent with past practice, creates a public nuisance, poses a risk to the health and safety of Licensor’s employees or guests materially more significant than the risks posed by Licensee’s current use of the Premises, or poses a risk to the environment materially more significant than the risks posed by Licensee’s current use of the Premises. The Premises may only be occupied on a regular basis by employees of Licensee. Licensee shall be responsible for pickup and delivery of Licensee’s bulk parcels requiring dock shipment or receiving, at Licensor’s shipping dock at the Property (subject to any limitations set forth on Exhibit A), and any such shipments and deliveries shall include proper labeling to distinguish Licensee’s bulk parcels from Licensor’s bulk parcels.

(b) Compliance with Legal Requirements and Licensor’s Procedures. Each Party shall comply with all statutes, laws, regulations, ordinances, rules, judgments, rules of common law, orders, decrees, government approvals, concessions, grants, franchises, licenses, agreements, directives, requirements, legally enforceable contracts or other governmental restrictions or any similar form of decision of, determination by, interpretation or administration of or standard pursuant to any of the foregoing of, any governmental authority (whether federal, state, local or foreign), whether now or hereinafter in effect and, in each case, as amended (all of the foregoing shall be “Legal Requirements”), and Licensor’s Procedures (as defined in Article 26) applicable to its respective activities at the Property. Without limiting the generality of the foregoing, the Parties agree to allocate their compliance responsibilities as follows, and to reasonably cooperate in the performance of these compliance responsibilities:

(i) Licensor’s Responsibilities. Except for Licensee’s obligations pursuant to Article 6(b)(ii) and Article 8 below, Licensor, at Licensor’s sole cost and expense and throughout the Term, shall ensure that the Property complies with all Legal Requirements and Licensor’s Procedures.

(ii) Licensee’s Responsibilities. Licensee, at Licensee’s sole cost and expense and throughout the Term, shall ensure that the Premises comply with all Legal Requirements and Licensor’s Procedures to the extent such compliance is required solely as a result of Licensee’s business conducted within the Premises.

(c) Condition of Premises. Licensor shall deliver the Premises to Licensee in its AS-IS condition on the Commencement Date. Licensee hereby accepts the Premises in their condition existing as of the Commencement Date.

Article 7. Assignment. Neither Licensee nor Licensor shall assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party;

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provided, however, that either Licensee or Licensor may assign its rights, in whole, without such consent, to (a) one of its wholly owned subsidiaries, or (b) subject to Article 4, an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise. Licensee shall not sublicense the Premises or any part thereof, or permit the use of the Premises or any part thereof, by any persons other than Licensee and its employees, without the prior written consent of Licensor. Any purported assignment or sublicensing in violation of this Article shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder. No assignment (whether by operation of law), subletting or further licensing, even with the consent of Licensor, will relieve Licensee from liability for payment of the Base Annual Fees and the Additional Fees herein provided for or from the obligation to keep and be bound by all of the terms, conditions and covenants of this Agreement. Any transfer contrary to the provisions of this Article 7 shall be void.

Article 8. Licensee’s Responsibility. With respect to the Premises, Licensee shall only be responsible to perform the maintenance, repair and replacement activities set forth on Exhibit F. Licensee shall not commit waste with respect to its Premises.

Article 9. Licensor’s Repair and Maintenance Responsibilities. Except for the Licensee’s maintenance, repair and replacement activities set forth on Exhibit F, Licensor shall (i) keep the Property in good repair and maintenance (including replacements) at all times, for the proper operation of the Property and for provision of Licensor’s services under this Agreement at competitive costs and in a manner generally consistent with the maintenance and repair (including replacements) of comparable properties, including, without limitation, the Common Areas, the Property’s windows, roof, foundation, structure and walls, and mechanical and electrical systems, which include, but are not limited to, the heating, electrical, air conditioning, ventilation and plumbing systems and the heating, ventilation and air conditioning equipment, and (ii) perform the other obligations described on Exhibit F.

Article 10. Licensee’s Insurance, Licensor’s Insurance, Mutual Release/Waiver of Subrogation, and Indemnity.

(a) Licensee’s Insurance. Licensee, at its own expense (including deductibles), shall maintain in force at all times during the term of this Agreement, insurances including:

(i) Commercial general liability insurance, on an occurrence basis, including coverage for premises, products/completed operations, personal injury, and contractual liability, with a minimum combined single limit of liability of Five Million and No/100 Dollars ($5,000,000.00) per occurrence and [annual aggregate coverage for bodily injury or property damage], insuring against liability of Licensee and its authorized agents, employees and/or representatives arising out of and in connection with Licensee’s use and occupancy of the Premises. Licensor shall be included as additional insured for claims arising out of Licensee’s use and occupancy of Property and Licensee’s insurers will waive rights of subrogation against Licensor to the extent of Licensee’s indemnity obligations herein.

(ii) Workers’ compensation insurance as required by law for all Licensee’s employees; and Employer’s Liability insurance in an amount not less than $1,000,000 per

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accident/per employee. Licensee’s insurers will waive rights of subrogation against Licensor to the extent of Licensee’s indemnity obligations herein.

(iii) Business automobile liability insurance, covering all owned, rented, leased, non-owned and hired vehicles used by Licensee in connection with the Premises with a combined single limit for bodily injury and property damage of $5,000,000 per occurrence. Licensor shall be included as additional insured for claims arising out of Licensee’s activities and Licensee’s insurers will waive rights of subrogation against Licensor to the extent of Licensee’s indemnity obligations herein.

(iv) “All Risk” Property Insurance covering all of Licensee’s equipment, personal property and tools. Such insurance shall cover all property at full replacement value.

(v) Licensee shall utilize insurance companies that are rated no less than “A-, VII” by A.M. Best or equivalent rating agency and Licensee will endeavor to provide a thirty (30) day notice of cancellation or non-renewal to Licensor. Policies of Licensee shall be primary and non-contributory to any insurance carried by or available to Licensor in respects to Licensee’s indemnity obligations herein. Licensee shall provide Licensor a certificate of such insurance prior to occupancy and/or use of the Property and annually within 15 days of renewal.

(b) Licensor’s Insurance. Licensor, at Licensor’s sole cost and expense (including deductibles), shall maintain in force at all times during the term of this Agreement, insurances including:

(i) Commercial general liability insurance, on an occurrence basis, including coverage for premises, products/completed operations, personal injury, and contractual liability, with a minimum combined single limit of liability of Five Million and No/100 Dollars ($5,000,000.00) per occurrence and [annual aggregate coverage for bodily injury or property damage], insuring against liability of Licensor and its authorized agents, employees and/or representatives arising out of and in connection with Licensor’s ownership, use and occupancy of the Premises. Licensee shall be included as additional insured for claims arising out of Licensor’s ownership, use and occupancy of the Property and Licensor’s insurers will waive rights of subrogation against Licensee to the extent of Licensor’s indemnity obligations herein.

(ii) Workers’ compensation insurance as required by law for all Licensor’s employees; and Employer’s Liability insurance in an amount not less than $1,000,000 per accident/per employee. Licensor’s insurers will waive rights of subrogation against Licensee to the extent of Licensor’s indemnity obligations herein.

(iii) Business automobile liability insurance, covering all owned, rented, leased, non-owned and hired vehicles used by Licensor in connection with the Premises with a combined single limit for bodily injury and property damage of $5,000,000 per occurrence. Licensee shall be included as additional insured for claims arising out of Licensor’s activities and Licensor’s

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insurers will waive rights of subrogation against Licensee to the extent of Licensor’s indemnity obligations herein.

(iv) Property “all risk” insurance covering the Property and all of Licensor’s equipment, personal property and tools. Such insurance shall cover the Property and all property of Licensor at full replacement value.

(c) Mutual Release/Waiver of Subrogation. Licensor and Licensee each hereby release the other from any and all liability or responsibility for any loss, injury or damage to the other’s real and/or personal property caused by fire or any other casualty insured by a standard “all risk” property insurance policy during the Term of this Agreement, even if such fire or casualty may have been caused by the negligence (but not the willful misconduct) of the other party or one for whom such party may be responsible. Inasmuch as the above mutual waivers will preclude the assignment of any aforesaid claim by way of subrogation (or otherwise) to an insurance company (or any other person), each party hereto hereby agrees if required by said policies to give to each insurance company which has issued to it policies of fire and extended coverage insurance, written notice of the terms of said mutual waivers, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waivers.

(d) Indemnity.

(i) Licensee shall indemnify and hold Licensor and its officers, directors, partners and employees entirely harmless from and against any and all liabilities, claims and/or losses of any kind arising, directly or indirectly, entirely or in part, out of any injury to any person which arise out of, are occasioned by or are in any way attributable to the use or occupancy of the Property by Licensee, its agents, employees, guests, invitees and/or contractors, except to the extent caused by the negligence or intentional misconduct of Licensor, Licensor’s agents, employees, invitees or contractors. In the event that any action or proceeding is brought against Licensor by reason of any such claim, Licensee, upon receipt of written notice from Licensor, shall defend the same, at Licensee’s expense, by counsel reasonably satisfactory to Licensor. Notwithstanding anything in this Agreement to the contrary, the foregoing covenants under this Article 10(d)(i) shall be deemed continuing covenants for the benefit of Licensor and shall survive the expiration of this Agreement but only to the extent that the causes giving rise to Licensee’s obligations under this Article 10(d)(i) occur before the expiration of this Agreement.

(ii) Licensor shall indemnify and hold Licensee and its officers, directors, partners and employees entirely harmless from and against any and all liabilities, claims and/or losses of any kind arising, directly or indirectly, entirely or in part, out of any injury to any person which arise out of, are occasioned by or are in any way attributable to the use or occupancy of the Property by Licensor, its agents, employees, guests, invitees and/or contractors, except to the extent caused by the negligence or intentional misconduct of Licensee, Licensee’s agents, employees, invitees or contractors. In the event that any action or proceeding is brought against Licensee by reason of any such claim, Licensor, upon receipt of written notice from Licensee, shall defend the same, at

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Licensor’s expense, by counsel reasonably satisfactory to Licensee. Notwithstanding anything in this Agreement to the contrary, the foregoing covenants under this Article 10(d)(ii) shall be deemed continuing covenants for the benefit of Licensee and shall survive the expiration of this Agreement but only to the extent that the causes giving rise to Licensor’s obligations under this Article 10(d)(ii) occur before the expiration of this Agreement.

(iii) Neither Licensor nor Licensee shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future profits, revenue or income, diminution in value or loss of business reputation or opportunity.

Article 11. Default/Remedies.

(a) Licensee’s Default. The occurrence of any one or more of the following shall constitute a default hereunder by Licensee:

(i) failure to pay Base Annual Fee or Additional Fees when due if the failure continues for twenty (20) days after written notice has been received by Licensee;

(ii) failure to perform any other provision of this Agreement if such failure to perform is not cured within thirty (30) business days after written notice has been received by Licensee, provided that, if the default cannot reasonably be cured within thirty (30) business days, Licensee shall not be in default of this Agreement if Licensee commences to cure the default within the thirty (30) business day period and diligently and in good faith continues to cure the default;

(iii) any proceeding is begun by or against Licensee to subject the assets of Licensee to any bankruptcy or insolvency law or for an appointment of a receiver of Licensee or of any of Licensee’s assets and is not dismissed within ninety (90) days; or

(iv) Licensee makes a general assignment of Licensee’s assets for the benefit of creditors.

Notices given under this Article shall specify the alleged default and the applicable Agreement provision(s), and shall demand that Licensee perform the provisions of this Agreement or pay the Base Annual Fee or Additional Fees that is in arrears, as the case may be, within the applicable period of time.

(b) Licensor’s Remedies. In the event of any such default by Licensee, Licensor may at any time after expiration of the applicable cure period:

(i) terminate this Agreement and Licensee’s right to occupancy of the Premises by any lawful means, in which case Licensee shall vacate the Premises within a reasonably practical period of time thereafter. In such event, Licensor shall be entitled to recover from Licensee all reasonable damages incurred by Licensor by reason of Licensee’s default;

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(ii) maintain Licensee’s right to occupancy in which case this Agreement shall continue in effect. In such event, Licensor shall be entitled to enforce all of Licensor’s rights and remedies under this Agreement, including the right to recover the Fees due hereunder; or

(iii) pursue any other remedy now or hereafter available to Licensor under the laws or judicial decisions of the state where the Premises are located.

Unpaid installments of Base Annual Fee and Additional Fees and other unpaid monetary obligations of Licensee under the terms, covenants or conditions of this Agreement shall bear interest from the date due at the maximum rate then allowable by law.

In the case of Licensee’s default as contemplated herein, Licensor shall have a duty to mitigate its damages.

(c) Licensee’s Remedies. In the event of any failure by Licensor to perform any of its obligations hereunder, Licensee (except in the case of an emergency) shall take no action without having first given Licensor written notice of any such default and a reasonable opportunity to cure which, in any event, shall not exceed thirty (30) business days. Following such notice and failure by Licensor to cure, Licensee shall have all rights available to it at law or in equity, and shall have the further right to take the necessary actions to perform Licensor’s uncured obligations hereunder and invoice Licensor for the costs and expenses thereof, unless Licensor has diligently commenced to perform its uncured obligations hereunder within said period not to exceed thirty (30) business days. Licensor shall remit payment to Licensee within thirty (30) days of receipt of invoice from Licensee. If Licensor fails to remit payment to Licensee within the aforesaid thirty (30) day period, Licensee shall have the right to offset and deduct said sum from Base Annual Fee.

Article 12. Utilities and Services. Licensor covenants and agrees to maintain public utilities to furnish any electricity and water utilized in operating any and all of the facilities serving the Premises.

Licensor and Licensee shall undertake to determine if separate metering of utilities at the Premises is commercially feasible and, if mutually agreed that one or more utilities can be separately metered, Licensee shall bear the cost to provide for separate metering and pay for all water, gas, heat, light, power, telephone and other such utilities separately metered to the Premises. If any utilities and services are not supplied and separately metered to the Premises, Licensee shall pay Licensee’s Proportionate Share (as defined pursuant to Article 5(b)) of all utilities and services serving the Property in common with other occupants of the Property.

No interruption or failure of Services or utilities shall result in the termination of this Agreement or the abatement of rent, except as expressly provided below.

Notwithstanding anything contained herein to the contrary, in the event that such interruption or cessation of Services and/or utilities is the result of Licensor’s negligent or willful

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act or omission and such interruption or cessation of Services and/or utilities continues beyond three (3) business days from the date of such interruption or cessation, then, provided Licensee has delivered Licensor with prompt notice of such interruption, the Annual Base Fee under this Agreement will abate, commencing on the fourth (4th) day of such interruption or cessation, and continuing until the date on which the Services and/or utilities are restored and the Premises are again tenantable. No abatement of rentals as hereinabove described will apply to the extent such interruption of Services and/or utilities is the result of Licensee’s alterations to the Premises or Capital Improvements, or any negligent act or omission of Licensee, its agents, employees or contractors, or any cause other than the negligent or willful act or omission of Licensor or its employees, agents or contractors.

In the event that Licensor has advance knowledge of, or otherwise plans an interruption or cessation of Services and/or utilities, Licensor shall give Licensee at least 14-day advanced notice or such other greater advanced notice as is reasonable under the circumstance.

Article 13. Real Property Taxes. Licensor shall pay all real property taxes and general and special assessments, which assessments shall be amortized over the longest period permitted by law (“Real Property Taxes”) applicable to the Property, provided, however, that Licensee shall pay as Additional Fees, Licensee’s Proportionate Share of such amount in accordance with Article 5(b). Licensee shall not be required to pay any federal, state or local income, profit, franchise, rent, sales, gift, estate, succession, inheritance, foreign ownership, foreign control, transfer, capital levy, and/or personal property taxes of Licensor, or any increases in Real Property Taxes that result from changes in ownership of the Property. Licensor acknowledges and agrees that Licensee shall have no obligation or responsibility to make filings on behalf of Licensor with respect to any tax matters, nor shall Licensee be responsible for any penalties or interest payments required to be paid as a result of Licensor’s failure to make such filings or timely pay such Real Property Taxes. Licensor shall advise Licensee of the initial monthly payment amount due for Real Property Taxes on or before the Commencement Date hereof.

Article 14. Damage or Destruction. Should the Property be damaged by fire or other casualty, the following shall result:

(a) Should the Premises be rendered wholly unfit for occupancy and not be (in the reasonable judgment of Licensor and Licensee) susceptible of repair within one hundred fifty (150) days after the date of such damage, this Agreement shall terminate as of the date of such damage, and Licensee shall pay the Fees apportioned to the time of such damage and surrender the Premises to Licensor within a reasonably practical period of time thereafter;

(b) Should such damage to the Premises, however, be (in the reasonable judgment of Licensor and Licensee) susceptible of repair within one hundred fifty (150) days after such occurrence, Licensor, at Licensor’s sole cost and expense, shall enter and make repairs, without affecting this Agreement, but the Fees shall be reduced or abated as shall be equitable while such repairs are being made.

Damage to the Property which affects Licensee’s access to the Premises or Licensee’s use of the Premises shall be treated as damage to the Premises pursuant to subparagraphs (a) and (b) above.

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Article 15. Condemnation.

(a) If the Property shall be taken or condemned for any public purpose, or purchased under threat of such taking, to such an extent as to render the Premises untenantable, this Agreement shall, at the option of either party, forthwith cease and terminate as of the date title vests in the condemning authority or the date the condemning authority takes possession, whichever shall occur first. Licensor and Licensee shall be entitled to receive their shares of the condemnation award as their interests may appear.

(b) In the event this Agreement is not terminated as contemplated by subparagraph (a) above, Licensor shall promptly restore the Property (including the Premises) to substantially the same condition as the Property was in as of the Commencement Date (with the exception of those portions of the Property taken), and Base Annual Fee and Licensee’s Proportionate Share of Operating Expenses shall be proportionately adjusted.

Article 16. Notices. Whenever in this Agreement it shall be required or permitted that notice or demand be given or served by either party to this Agreement, such notice or demand shall be given or served in writing and sent to Licensor and Licensee at the addresses set forth below:

Licensee:	AdvanSix Resins & Chemicals LLC
	115 Tabor Road
	Morris Plains, NJ 07950
	Attention.:  John M. Quitmeyer, General Counsel
	E-mail: _________________
Licensor:	Honeywell International Inc.
	21925 Field Parkway, Suite 220
	Deer Park, IL  60010
	Attention.: Richard J. Kriva, Vice President, Global Real Estate
	E-mail: rick.kriva@honeywell.com
With copy to:	Honeywell International Inc.
	115 Tabor Road
	Morris Plains, NJ 07950
	Attention.: Senior Vice President and General Counsel
	E-mail: katherine.adams@honeywell.com

All such notices shall be sent by (i) certified or registered mail, return receipt requested, and shall be effective three (3) days after the date of mailing; (ii) Federal Express or similar overnight courier and shall be effective one (1) day after delivery to Federal Express or similar overnight courier; (iii) e-mail transmission (with confirmation of receipt) and shall be effective on the date of transmission; or (iv) personal service and shall be effective on the same day as service. Any such address may be changed from time to time by either party serving notices as provided above.

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Notwithstanding anything in the foregoing to the contrary, notices under Article 12 or notices in the event of emergency or site evacuation, shall be given, orally or in writing, by Licensor to Licensee’s designated Site Leader or Plant Manager as designated on Exhibit G by personal service or facsimile or e-mail transmission (with confirmation of receipt).

Article 17. Authority. Licensor warrants that it has the full right and authority to execute and perform pursuant to this Agreement. Licensee warrants that it has the full right and authority to execute and perform pursuant to this Agreement.

Article 18. Alterations and Trade Fixtures. Licensee shall have the right, at its own cost and expense, to make alterations, additions, installations and changes (hereinafter collectively called “Alterations”) in, on and to the Premises as it shall deem expedient or necessary for its business purposes, however to the extent that such Alterations shall impair the structural integrity of the Building or cause a material interruption in facility/building systems or the use of Common Areas, Licensee must first obtain Licensor’s written consent thereto, Licensor agreeing that it will not unreasonably withhold or delay such consent. All such work shall be done in a good and workmanlike manner and in accordance with all applicable laws. Licensee may remove any or all Alterations and any signage from the Premises at any time prior to the expiration of the Term, provided that any damage caused by such removal shall be repaired by Licensee. Licensee shall remove, prior to expiration of the Term, all such Alterations which required Licensor’s prior consent and which consent was granted upon the condition that such Alterations be so removed. Alterations not so removed shall become the property of Licensor upon Licensee’s surrender of the Premises.

Prior to the commencement of any work on any Alterations approved by Licensor, Licensee shall supply Licensor with satisfactory evidence of the following items: (a) the procurement of all necessary licenses, permits and approvals from the various governmental departments having jurisdiction over the Premises, and (b) worker’s compensation insurance, public liability insurance and property damage insurance in amounts, form and content, and with companies reasonably satisfactory to Licensor.

Article 19. Mechanic’s Liens. Licensee shall keep the Premises free from any liens arising out of any work performed, material furnished or obligation incurred by or for Licensee or any person or entity claiming through or under Licensee. In the event that Licensee shall not, within sixty (60) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond, Licensor shall have the right, but not the obligation, to cause such lien to be released by such means as Licensor deems reasonably proper, including payment of the claim giving rise to such lien. All such reasonable sums paid and all reasonable expenses incurred by Licensor in connection therewith shall be due and payable to Licensor by Licensee within thirty (30) days of receipt of invoice, along with appropriate back-up documentation.

Article 20. Security. The Parties shall work together to ensure that in satisfying their respective obligations and responsibilities described herein (“Obligations”) they are each able to maintain the level of physical and electronic security in effect as of the date of this Agreement during the Term.

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Licensor may take physical or information security measures that affect the manner in which obligations are provided, so long as the substance or overall functionality of any affected obligations remains the same as it was prior to the Commencement Date; provided, that Licensee shall be given reasonable, prior written notice of any such physical or information security measures that are material. If there is a security breach that relates to the obligations, the parties shall, subject to any applicable law, cooperate with each other regarding the timing and manner of (a) notification to their respective customers, potential customers, employees and/or agents concerning a breach or potential breach of security and (b) disclosures to appropriate Governmental Authorities.

If either party or its personnel will be given access to any of the computer systems or software of the other party or any party performing the obligations on its behalf (“Systems”) in connection with the performance of the obligations, the accessing party and its personnel shall comply with all system security policies, procedures and requirements related to the Systems (as amended from time to time, the “Security Regulations”) in effect as of the Commencement Date and of which such accessing party or its personnel has been reasonably informed, and will not tamper with, compromise or circumvent any security or audit measures employed by such the party granting such access and its personnel. Each party and its affiliates shall use commercially reasonable efforts to ensure that only those of their respective personnel who are specifically authorized to have access to the Systems of the other party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. If, at any time, either party determines that any personnel of the other party or its affiliates has sought to circumvent, or has circumvented, its Security Regulations, that any unauthorized personnel of the other party or its affiliates has accessed its Systems or that any personnel of the other party or its affiliates has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such party shall immediately terminate any such personnel’s access to the Systems and immediately notify the other party.

Licensor, Licensee and their respective personnel, shall access and use only those Systems, and only such data and information within such Systems to which it has been granted the right to access and use. Any party shall have the right to deny the personnel of the other party access to such party’s Systems, after prior written notice and consultation with the other party, in the event the party reasonably believes that such personnel pose a security concern.

Article 21. Surrender of Premises. Upon the expiration or termination of this Agreement, Licensee shall, at Licensee’s expense, (i) remove Licensee’s personal property, equipment and trade fixtures (including without limitation, any Hazardous Substances (as such term is defined below), and (ii) vacate the Premises peaceably and quietly and in as good order and condition as the same were in on the Commencement Date or were thereafter replaced by either Licensor or Licensee, reasonable wear and tear, damage by fire or other casualty, condemnation, acts of God and the elements excepted. Any property left in the Premises after the expiration or termination of this Agreement shall be deemed to have been abandoned and the property of Licensor to dispose of, remove or store, as Licensor deems expedient at Licensee’s expense, and Licensee waives all claims against Licensor for any damages resulting from Licensor’s retention and disposition of such property.

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Article 22. Holding Over. Should Licensee continue to occupy the Premises after expiration of the Term, such occupancy shall be on a month-to-month license upon the terms, covenants or conditions herein specified, but at a monthly fee equal to one hundred twenty-five percent (125%) of the monthly installment of Base Annual Fee paid for the last month of the Term of this Agreement, plus any Additional Fees.

Article 23. Subordination. This Agreement is subject and subordinate to all ground or underlying leases and to all mortgages and deeds of trust which may now or hereafter affect the Property of which the Premises form a part, and to all renewals, modifications, consolidations, replacements and extensions thereof, provided that Licensee’s rights under this Agreement shall not be disturbed. Licensor shall provide and obtain for Licensee a subordination, non-disturbance and attornment agreement from the holder of any ground or underlying lease, mortgage or deed of trust whether affecting the Premises as of the Commencement Date or affecting the Premises after the Commencement Date of this Agreement. Licensee shall from time to time upon request from Licensor execute and deliver any documents or instruments that may be reasonably required to effectuate such subordination, subject to review by Licensee’s legal counsel.

Article 24. Estoppel Certificates. Each party agrees, from time to time, upon not less than thirty (30) days prior written request by the other party (the “Requesting Party”), to deliver to the Requesting Party a statement in writing certifying (a) that this Agreement is unmodified and in full force and effect (or if there have been modifications that the same is in full force and effect as modified and identifying the modifications), (b) the date to which the monthly installments of Base Annual Fee and other charges have been paid, (c) the Base Annual Fee and current estimate of Operating Expenses, if applicable, (d) the date on which the Term commenced and ends, and the periods, if any, for which such Licensee has options to extend the Term, (e) that Licensee has accepted the Premises and is in possession, (f) that, so far as the person making the certification knows, Requesting Party is not in default under any provision of this Agreement and, if the Requesting Party is in default, specifying each such default of which the person making the certification may have actual knowledge, without inquiry, and (g) including such other information as the prospective purchaser, mortgagee or assignee may reasonably require.

Article 25. Signs. Licensee and Licensor shall, acting reasonably, agree on where to place and construct sign(s) with respect to Licensee’s occupancy of the Premises. The construction of such signage shall be at Licensee’s sole cost and expense, and in accordance with all Legal Requirements (“Licensee’s Signs”). Licensor, at Licensee’s sole cost and expense (provided that Licensor shall obtain Licensee’s prior written reasonable consent prior to incurring any such costs and expenses), shall (i) maintain Licensee’s Signs, and (ii) upon the expiration or termination of this Agreement, remove Licensee’s Signs and complete required repairs as the result of such removal.

Article 26. Licensor’s Procedures. Licensor has procedures for the safety, care, maintenance and cleanliness of the Property, its facilities and equipment and other assets, and access thereto and egress therefrom; for worker health and safety, manufacturing and other operations at the Property; for the protection of confidential information; for compliance with Legal Requirements; for emergency response; and for other Property activities; all of which

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Licensor may change, in its reasonable discretion, from time to time (collectively, “Licensor’s Procedures”). Licensor shall make Licensor’s Procedures available to Licensee and give Licensee prompt notice of any changes thereto and Licensor shall comply with Licensor’s Procedures.

Article 27. HSE Matters.

(a) Definitions. For purposes of this Agreement:

(i) The term “HSE Law” shall mean and refer to any Legal Requirements, or any standard used pursuant to Legal Requirements, relating to (i) pollution, (ii) protection or restoration of the indoor or outdoor environment or natural resources, (iii) the transportation, treatment, storage or release of, or exposure to, hazardous or toxic materials, (iv) the registration, manufacturing, sale, labeling or distribution of hazardous or toxic materials or products containing such materials (including the REACH directive and similar requirements), (v) process safety management or (vi) the protection of the public, worker health and safety or threatened or endangered species.

(ii) The terms “Hazardous Substance” and “Hazardous Substances” shall mean and refer to (i) any natural or artificial substance (whether solid, liquid, gas or other form of matter, noise, microorganism or electromagnetic field) that could cause harm to human health or the environment, including, without limitation, petroleum, petroleum products and byproducts, asbestos-containing materials, perfluoroalkyl substances, urea formaldehyde foam insulation, carcinogens, endocrine disrupters, lead-based paint, electronic, medical or infectious wastes, polychlorinated biphenyls, radon gas, radioactive substances, greenhouse gases and ozone-depleting substances and (ii) any other chemical, material, substance or waste that could result in Liability under, or that is prohibited, limited or regulated by or pursuant to, any HSE Law.

(b) Permitting. Unless otherwise agreed by the Parties, Licensor shall, at its sole cost and expense:

(i) hold and maintain in good standing all permits and other governmental authorizations (“Permits”) required by HSE Laws governing air emissions, water discharges, water supplies and waste treatment, storage and disposal;

(ii) at Licensee’s request, modify the Permits to accommodate an alteration, change or expansion of Licensee’s use of the Premises, in each case consistent with Article 6(a), at Licensee’s sole cost and expense;

(iii) refrain from modifying the Permits in any manner that would prevent Licensee from using the Premises for the Allowed Uses unless a

17

	governmental authority directs Licensor to do so in order to meet the requirements of HSE Laws; and
(iv)	submit to governmental authorities all reports, documents and other correspondence that may be required by the Permits; provided, that Licensee shall comply in a timely manner with Licensor’s reasonable requests for information and other cooperation in connection with the Permits and required correspondence.

(c) Training. Licensee shall have the right to participate in training and other activities conducted by Licensor as may be required for Licensee to comply with the Legal Requirements and Licensor’s Procedures applicable to Licensee’s use of the Premises.

(d) Hazardous Substances.

(i) Licensee shall not discharge, release emit or create the threat of release of any Hazardous Substances at the Property except in accordance with the Allowed Uses, and neither Licensee nor Licensor shall discharge, release, emit or create the threat of release of any Hazardous Substances at the Property except in compliance with all applicable HSE Laws and Licensor’s Procedures.

(ii) Licensor shall indemnify, defend and hold Licensee harmless against any and all actions, claims, demands, judgments, penalties, liabilities, costs, damages, obligations, prohibitions and expenses, including court costs and attorney’s fees (but excluding any consequential, incidental and special damages and lost profits) incurred by Licensee resulting from the existence of any Hazardous Substances deposited in, upon, under, over or from the Property, or resulting from allegations that Licensee is liable for Hazardous Substances originating from, transported from or otherwise related to the Property, unless and only to the extent such Hazardous Substances are deposited in, upon, under, over or from the Property by Licensee, or Licensee has directly arranged for such Hazardous Substances to originate from, be transported from or be otherwise related to the Property, in each case subsequent to the Commencement Date. All of Licensor’s obligations under this subparagraph (d)(2) shall survive the expiration or termination of this Agreement.

(iii) Licensee shall indemnify, defend and hold Licensor harmless against any and all actions, claims, demands, judgments, penalties, liabilities, costs, damages, obligations, prohibitions and expenses, including court costs and attorney’s fees (but excluding any consequential, incidental and special damages and lost profits) incurred by Licensor to the extent resulting from the existence of any Hazardous Substance deposited in, upon, under, over or from the Property by Licensee, or resulting from allegations that Licensor is liable for Hazardous Substances that, as a direct result of the actions of Licensee, originated from, were transported from or were

18

otherwise related to the Property, in each case subsequent to the Commencement Date. The obligations of Licensee set forth within this subparagraph (c) shall expire on the last day of the second year after the expiration or earlier termination date of this Agreement.

(e) Compliance with HSE Laws. Each Party shall comply with all HSE Laws applicable to its respective activities at the Property. Without limiting the generality of the foregoing, the Parties agree to allocate their compliance responsibilities as follows, and to reasonably cooperate in the performance of these compliance responsibilities:

(i) Licensor’s Responsibilities. Except for Licensee’s responsibilities pursuant to Article 6(b)(ii) below, Licensor, at Licensor’s sole cost and expense and throughout the Term, shall ensure that the Property and operations and activities at the Property comply with all HSE Laws.

(ii) Licensee’s Responsibilities. Licensee, at Licensee’s sole cost and expense and throughout the Term, shall ensure that the Premises comply with all HSE Laws to the extent such compliance is required solely as a result of Licensee’s business conducted within the Premises.

(f) Conflicting Terms. Licensor and Licensee hereby agree that, if there is conflict between the terms, covenants or conditions of this Article 27 and the Separation and Distribution Agreement dated of even date herewith, by and between Honeywell International Inc. and AdvanSix Inc., a Delaware corporation, the Separation and Distribution Agreement shall prevail.

Article 28. General Conditions.

(a) Time of Essence. TIME IS OF THE ESSENCE OF EACH PROVISION OF THIS AGREEMENT.

(b) Successors. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors.

(c) Real Estate Brokers; Finders. Each party represents that it has not had dealings with any real estate broker, finder or other person with respect to this Agreement in any manner. Each party shall hold harmless the other party from all damages resulting from any claims that may be asserted against the other party by any broker, finder or other person with whom the indemnifying party has or purportedly has dealt. Licensor shall pay any commissions and/or fees that are payable to the above-named broker or finder with respect to this Agreement.

(d) Exhibits. All exhibits referred to are attached to this Agreement and incorporated by reference.

(e) Interpretation of Agreement. This Agreement shall be construed and interpreted in accordance with the laws of the state in which the Property is located, without giving effect to the principles of conflicts of laws thereof.

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(f) Integrated Agreement; Modification. This Agreement contains all the agreements of the parties and cannot be amended or modified except by written agreement.

(g) Severability. The unenforceability, invalidity or illegality of any provision shall not render the other provisions unenforceable, invalid or illegal.

(h) Exclusive Use. Licensor covenants and agrees not to lease or license the use of space in the Property, without Licensee’s prior written consent (which Licensee may grant or withhold in Licensee’s sole discretion), to any third party that operates a “Competing Business”. For the purpose of this Article 28(h), a “Competing Business” shall be defined as a business in competition with Licensee’s business.

(i) Counterparts; Facsimile/E-mailed Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. Licensor and Licensee agree that the delivery of an executed copy of this Agreement by facsimile or by attachment to an e-mail shall be legal and binding on the transmitting party and shall have the same full force and effect as if an original executed copy of this Agreement had been delivered.

(j) Confidentiality.

(i) Each party covenants and agrees that it shall not, and that it shall take all reasonable steps to ensure that its shareholders, directors, officers, managers, partners, employees, agents, advisors or independent contractors do not, directly or indirectly, either during the term of this Agreement or at any time thereafter, disclose any of the financial terms of this Agreement or disclose or use any information which it may acquire with respect to the business and affairs of the other party or its customers, clients, suppliers, agents or contractors (“Confidential Information”) for any purpose, other than as required to carry out its duties hereunder, without the consent of the other party or as required by applicable law, regulation or lawful requirement of a regulatory, judicial or taxing authority. Before granting access to any Confidential Information of the other party to any person under this Section, a party shall properly instruct that person about the confidentiality of it and the steps to be taken to protect it. Before granting that access to any person other than an employee, except as provided in the next sentence, a party shall have that person sign an agreement causing that person to be bound by terms substantially the same as those in this Section. Before granting access to any Confidential Information of the other party to any legal, regulatory or taxing authority (other than Licensee examiners), a party shall, unless it may not lawfully do so, promptly notify the other party and allow the other party reasonable time to oppose such process.

(ii) Notwithstanding anything to the contrary set forth herein or in any other agreement to which the parties are parties or by which they are bound, the obligations of confidentiality contained herein and therein, as they relate to this Agreement, shall not apply to the tax structure or tax treatment of this Agreement, and each party hereto (and any employee, representative, or agent of either party) may disclose to any and all persons, without limitation of any kind, the tax structure and tax treatment of this Agreement and all materials of any kind (including opinions or other tax analysis) that

20

are provided to such party relating to such tax treatment and tax structure; provided, however, that such disclosure shall not include the name (or other identifying information not relevant to the tax structure or tax treatment) of any person and shall not include information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

(iii) Each party will implement appropriate security measures to prevent a breach by it of this Section, including measures designed to (i) ensure the confidentiality, security and integrity of the Confidential Information of the other; (ii) protect the Confidential Information of the other against anticipated threats or hazards to its security or integrity; and (iii) protect the Confidential Information of the other against unauthorized access to or use of it.

(iv) In dealing with any Confidential Information of the disclosing party that is personal information of the disclosing party’s customers or clients, the receiving party will comply with the reasonable privacy policies of the disclosing party communicated to it in writing and with all applicable privacy laws and regulations.

(v) At either party’s request but subject to applicable legal and regulatory record retention requirements, the other party shall immediately return to that party or destroy (and, upon request, certify such destruction) all Confidential Information of that party then in its possession or under its control.

(vi) If any unauthorized disclosure of, loss of, or inability to account for, Confidential Information of a party occurs while it is in the possession of the other party, the other party shall notify the affected party immediately upon becoming aware of such occurrence.

(vii) Each party may monitor from time to time, activities to detect any security breach, unauthorized intrusions or suspicious activity involving the Confidential Information and will immediately take steps to remedy any problem giving rise to that security breach or suspicious activity.

(viii) For the purposes of this Agreement, “Confidential Information” does not include information that (i) was or becomes generally available to the public other than as a result of a disclosure by either party or its shareholders, directors, officers, managers, partners, employees, advisors or agents in breach of this Agreement, (ii) was available to the disclosing party on a non-confidential basis prior to its disclosure to such party by the other party pursuant to this Agreement, (iii) is obtained by the disclosing party on a non-confidential basis from a source other than the other party or its agents, provided that, to the best of the disclosing party’s knowledge, such source is not prohibited from transmitting the information by a confidentiality agreement with, or other legal or fiduciary obligation to, the other party or its agents, or (iv) has been authorized by the providing party to be disseminated on a non-confidential basis.

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WITNESS WHEREOF, the respective parties hereto have executed this Colonial Heights Sharing and Services Agreement or caused this Agreement to be executed by their duly authorized representatives the day and year set forth in Article 1 hereof.

[The remainder of this page left intentionally blank.]

LICENSOR:		LICENSEE:
Honeywell International Inc., a Delaware corporation		AdvanSix Resins & Chemicals LLC, a Delaware limited liability company
By		By
	Its		Its

22

Exhibit A1

(Interim Premises)

The Premises, Common Areas and Parking shall be as designated on the diagram attached to this Exhibit A1 captioned “Interim Premises.”

The Premises shall be deemed to be the portions of the Property utilized by Licensee during the twelve-month period prior to the Date of this Agreement, subject to the following:

Areas restricted/excluded from Premises and the Common Areas (including parking and shipping docks) available for use by Licensee:

Areas Restricted/Excluded

- Licensor Production Areas

- Licensor Office Areas

- Licensor Lab and R&D Areas

- Licensor Docks and Roads inside the security fence line

- Licensor Smoking Areas

- Licensor Stores, Maintenance, and Storage Areas

- Licensor Warehouse Areas (excludes Building 3 2^nd Floor)

Common Areas

- Roads and Main Parking Lot (Large Lot) outside security fence line

- Front Lawn space between Buildings 1, 2, 4 and Interstate 95

- Building 2 Elevator

- Building 3 Elevator

Areas of exclusive use by Licensee:

- Licensee Area Outside the Building 6 and Building 8

- Building 4 2^nd, 3^rd, and 4^th floors

- Building 3 2^nd floor warehouse

- Building 2 2^nd floor West Corridor near Elevator

The definition of Premises shall be revised in accordance with any alteration and relocation activities performed with respect to the Premises in accordance with Exhibit E.

EXHIBIT A1

	Common Areas
	Premises

Alt A1. SHORT-TERM SEPARATION PLAN. Premises: 54,440 SF

Exhibit A2

(Final Premises)

Alt B1. LONG-TERM SEPARATION PLAN. Premises: 54,440 SF

Access road drawn is schematic and represents a possible solution for total separation. Long-term plan requires separate guard shack to be built.

Exhibit B

(Base Annual Fee)

For the Initial Term and, subject to Article 5(c), each subsequent Renewal Period, the Base Annual Fee shall be Three Hundred Ninety-Six Thousand One Hundred Seventy-Eight and No/Dollars ($396,178.00), payable in equal monthly installments of Thirty-Three Thousand Fourteen and 84/100 Dollars ($33,014.84).

Exhibit C

(Operating Expenses and Licensee’s Proportionate Share)

The term “Operating Expenses” means the costs listed on the spreadsheet attached to this exhibit and captioned “Colonial Heights Services.” It is the intent that throughout the Term, unless otherwise specifically allocated to the account of Licensee, the Licensee’s Proportionate Share of the following costs will be Operating Expenses:

- costs of Real Property Taxes and reasonable fees payable to tax consultants and tax attorneys for consultation and contesting such Real Property Taxes;

- maintenance, repair and replacement of all portions of the Property, including without limitation, paving and parking areas, roads, roofs (including the roof membrane), alleys, and driveways, mowing, landscaping, snow removal, exterior painting, and utility lines;

- to the extent not used in Licensee’s manufacturing activities, heating, ventilation and air conditioning systems, lighting, electrical systems and other mechanical and building systems;

- insurance not covered in Article 10;

- amounts paid to contractors and subcontractors for work or services performed in connection with any of the foregoing; charges or assessments of any association to which the Property is subject; property management fees payable at market rates to a property manager, security services, trash collection, sweeping and debris removal;

- that portion of additions or alterations made by Licensor to the Property or the Building which directly benefit Licensee which are undertaken by Licensor in order to comply with Legal Requirements (other than those expressly required herein to be made by Licensee or Licensor).

Costs which would under generally accepted accounting principles be deemed capital costs or capital expenditures may be included within the definition of “Operating Expenses” only the extent that such cost: relates to an expenditure which is incurred based upon a reasonable forecast that such expenditure will reduce in future years another cost which would be deemed an Operating Expense, but then only to the extent in any one year of the amount equal to the total expenditure divided by the useful life of the improvement which requires such cost.

Exhibit C:  Colonial Heights Operating Expenses
Service/Scope	Method of Charging	Comments to Billing Method	Comments to Billing Method	Proration (if any)
Steam & Condensate	usage based	billed separately as Nat Gas usage	based on usage reported from licensee
City Water	Prorated	billed as operating expense	Pro Rata share based on footprint of site-water bill	8%
Sanitary Sewer	Prorated	billed as operating expense	Pro Rata share based on footprint of site-sewer bill	8%
Nitrogen	usage based	billed separately as Nitrogen usage	based on usage reported from licensee
Electrical	usage based	billed separately as Electrical usage	based on usage reported from licensee
maintenance of utilities systems	Prorated	billed as operating expense	Pro Rata share based on utilities share-utilities operations cc	5%
Pilot Plant Wash Water Load Out	hourly charge	will be charged by the hour	charged by the hour
Electrical site -non pilot plant	Prorated	billed as operating expense	Pro Rata share based on footprint of site- non mfg portion of elec bill	10%
Natural Gas -non pilot plant	Prorated	billed as operating expense	Pro Rata share based on footprint of site- non mfg portion of nat gas	10%

Exhibit C:  Colonial Heights Operating Expenses
Service/Scope	Method of Charging	Comments to Billing Method	Comments to Billing Method	Proration (if any)
Security/ Gate Access	Prorated	billed as operating expense	Pro Rata share based on footprint of site-security cost	19%
Maintenance - Building/infrastructure	Prorated	billed as operating expense	Pro Rata share based on footprint of site - buildings CC	19%
Janitorial	Prorated	billed as operating expense	Pro Rata share based on footprint of site-Janitorial CC	19%
Grounds Keeping includes lawn care, parking lot, roads, sidewalks maintenance, snow removal and supplies	Prorated	billed as operating expense	Pro Rata share based on footprint of site-Yard CC	19%
Bulk Shipping (Loading Dock)	hourly charge	will be charged by the hour	charged by the hour
Trash Dispsal	Prorated	billed as operating expense	Pro Rata share based on footprint of site - Trash disposal cost	19%
Real Estate Taxes	Prorated	billed as operating expense	Pro Rata share based on footprint of site - Real Estate Taxes	19%
Leadership team services	hourly charge	billed as operating expense	billed by the hour based on availability

Exhibit C:  Colonial Heights Operating Expenses
Service/Scope	Method of Charging	Comments to Billing Method	Comments to Billing Method	Proration (if any)
Service Fee	Prorated	billed as operating expense	percentage of total operating expense bill	10%

Exhibit D

(Intentionally Omitted)

Exhibit E

(Capital Improvements)

Licensee shall undertake to, the extent reasonably practical, separate the operations of Licensor and Licensee in accordance with Exhibit A2. In furtherance of undertaking such separation, Licensor and Licensee agree as follows:

- Licensee shall, as promptly as reasonably possible, construct a dedicated means of ingress and egress for its employees to enter the Interim Premises from Licensee’s parking areas in accordance with Exhibit A1. It shall be Licensee’s responsibility to insure that this means of ingress and egress is secure and well lit.

- Licensee shall undertake a study to determine the most commercially feasible means of constructing a separate entrance from the public right-of-way to access the Property, along with separate drive isles, guard facilities and controlled access devices, to provide Licensee, its employees, guests, and commercial vehicles, with access to and from Licensee’s designated parking areas, in order to physically separate Licensor and Licensee’s activities at the Property. Licensee shall present the results of its study to Licensor, and Licensor and Licensee shall mutually agree upon the configuration, design and construction of such new entrance facilities and drive isles, the implementation of such design and construction to be part of the Capital Improvements.

Capital Improvements Types Required by Licensee

- Sidewalks, Walking Surfaces, or Stairs

- Roads and Parking Areas

- Security and Infrastructure

- R&D and Pilot Scale Equipment

- Equipment Relocation

- Lab Equipment

- Other Licensee Needs

- Pilot Plant Leacher Storage Tank

Exhibit F

(Licensee’s and Licensor’s Responsibilities)

Pursuant to Article 8 and Article 9, the following is a non-exclusive list of the obligations and responsibilities of Licensor and Licensee with respect to repair and maintenance responsibilities. The following lists are non-exhaustive and should be interpreted in conjunction with provisions of Article 8 and Article 9, respectively.

Licensee’s Responsibilities:

Licensee shall be responsible for the maintenance, repair and replacement of all tangible personal property, equipment, machinery, utility lines, heating, ventilation and air conditioning systems, lighting, electrical systems and other mechanical and building systems contained within the Premises. Such responsibilities shall include, without limitation:

- Any cosmetic (painting, flooring, etc.) repairs or maintenance for offices, rooms, and equipment within the Premises

- Any maintenance of assets where title or the leasehold interest is held by Licensee

- Maintenance on any IT (information technology), wiring, or equipment used by Licensee

- Any maintenance of any portable assets used by Licensee

- Any compliance (Local, State, Federal, International, or other governing body) related cost or maintenance for assets where title or the leasehold interest is held by Licensee

- Any consumable components (lights, filters, etc) related cost or maintenance

- Any leakage, stoppage of flow, or damage to piping within the premises and related to Licensee’s use of the Premises

- Any modification to Licensor assets made by or at the request of Licensee

- Any modification to Licensor’s assets required for Licensee to satisfy its obligations under Article 21 (Surrender)

- Any maintenance of secondary electrical distribution control assets (panels, subpanels, MCCs) required for Licensee’s occupancy of the Premises

- Any maintenance of secondary or ancillary piping, transfer, and distribution assets not considered to comprise the utility header needed by Licensee in connection with its occupancy of the Premises

- Any maintenance of heating and air conditioning building assets where title or the leasehold interest is held by Licensee

- Any maintenance or repairs required to correct damage caused by Licensee

Licensor’s Responsibilities:

In addition to the responsibilities and obligations described in Article 9, below are additional obligations and responsibilities to be assumed by Licensor:

- Any maintenance of building roofing not required as a result of damage caused by License

- Any maintenance of access doorways to the Premises required for Licensor to perform maintenance otherwise required under Article 9

- Any maintenance of yard and grounds leading to and outside of the Premises

- Any maintenance of main electrical distribution control assets (MCCs) on the Property

Exhibit G

(Site Points of Contact)

Colonial Heights Plant

- Plant Manager of Colonial Heights

- Controller for Colonial Heights

- HSE Manager of Colonial Heights

AdvanSix RD&E Operations

- Site RD&E Lead of Colonial Heights

- Controller for Chesterfield

- HSE Manager of Chesterfield

- CTO of AdvanSix

EX-10.14

Exhibit 10.14

CHESTERFIELD SITE SHARING AND SERVICES AGREEMENT

BY AND BETWEEN

ADVANSIX RESINS & CHEMICALS LLC,
A DELAWARE LIMITED LIABILITY COMPANY

LICENSOR

AND

HONEYWELL INTERNATIONAL INC.,
A DELAWARE CORPORATION,

LICENSEE

DATED ___, 2016

TABLE OF CONTENTS

Page

Article 1.	Parties	1
Article 2.	Premises, Parking and Common Areas	1
(a)	Premises	1
(b)	Parking	1
(c)	Common Areas	1
Article 3.	Term	1
Article 4.	Capital Improvements	2
Article 5.	Base Annual Fee and Operating Expenses	2
(a)	Base Annual Fee	2
(b)	Operating Expenses	3
(c)	Increase to Base Annual Fee	4
Article 6.	Use, Compliance with Legal Requirements, Condition of Premises	6
(a)	Use	6
(b)	Compliance with Legal Requirements and Licensor’s Procedures	6
(c)	Condition of Premises	6
Article 7.	Assignment	7
Article 8.	Licensee’s Responsibility	7
Article 9.	Licensor’s Repair and Maintenance Responsibilities	7
Article 10.	Licensee’s Insurance, Licensor’s Insurance, Mutual Release/Waiver of Subrogation, and Indemnity	7
(a)	Licensee’s Insurance	7
(b)	Licensor’s Insurance	8
(c)	Mutual Release/Waiver of Subrogation	9
(d)	Indemnity	9
Article 11.	Default/Remedies	10
(a)	Licensee’s Default	10
(b)	Licensor’s Remedies	10
(c)	Licensee’s Remedies	11

i

Article 12.	Utilities	11
Article 13.	Real Property Taxes	12
Article 14.	Damage or Destruction	12
Article 15.	Condemnation	13
Article 16.	Notices	13
Article 17.	Authority	14
Article 18.	Alterations and Trade Fixtures	14
Article 19.	Mechanic’s Liens	14
Article 20.	Security	14
Article 21.	Surrender of Premises	15
Article 22.	Holding Over	16
Article 23.	Subordination	16
Article 24.	Estoppel Certificates	16
Article 25.	Signs	16
Article 26.	Licensor’s Procedures	16
Article 27.	HSE Matters	17
(a)	Definitions	17
(b)	Permitting	17
(c)	Training	18
(d)	Hazardous Substances	18
(e)	Compliance with HSE Laws	18
Article 28.	General Conditions	19
(a)	Time of Essence	19
(b)	Successors	19
(c)	Real Estate Brokers; Finders	19
(d)	Exhibits	19
(e)	Interpretation of Agreement	19
(f)	Integrated Agreement; Modification	19

ii

(g)	Severability	19
(h)	Exclusive Use	19
(i)	Confidentiality	20

Exhibits

Exhibit A1	Interim Premises
Exhibit A2	Final Premises
Exhibit B	Base Annual Site Fee
Exhibit C	Operating Expenses
Exhibit D	Site Points of Contact
Exhibit E	Intentionally Omitted
Exhibit F	Capital Improvements
Exhibit G	Licensee and Licensor’s Responsibilities

iii

CHESTERFIELD SITE SHARING AND SERVICES AGREEMENT

Article 1. Parties. This Chesterfield Site Sharing and Services Agreement (this “Agreement”) is made and entered into this ___ day of _________, 2016 (“Date of this Agreement”), by and between AdvanSix Resins & Chemicals LLC, a Delaware limited liability company (“Licensor”) and Honeywell International Inc., a Delaware corporation (“Licensee”).

Article 2. Premises, Parking and Common Areas.

(a) Premises. Prior to the completion of the Capital Improvements (as defined below), Licensor hereby grants a license to Licensee for reasonable use and access to the premises described upon the attached Exhibit A1 (“Interim Premises”), including a non-exclusive right to use and access the Common Areas (as hereinafter defined) in Licensor’s facility located at Bermuda Hundred Road, Chesterfield, Virginia. After completion of the Capital Improvements, Licensor hereby grants a license to Licensee for reasonable use and access to the premises described upon the attached Exhibit A2 (“Final Premises”) at which time Licensee will have no further access or right to use the Common Areas. The term “Premises” shall mean either the Interim Premises or the Final Premises as the context requires depending on whether the use of such term refers to period prior to completion of the Capital Improvements or after completion of the Capital Improvements. The Premises, Common Areas (as hereinafter defined), other facilities located at Bermuda Hundred Road, Chesterfield, Virginia, and the land upon which they are located are hereinafter sometimes collectively referred to as the “Property”. This Agreement does not and shall not be deemed to constitute a lease or a conveyance of the Premises by Licensor to Licensee or to confer upon Licensee any right, title, estate or interest in the Premises or any part thereof, other than the express rights conferred hereby. This Agreement grants to Licensee a personal privilege to use and occupy the Premises for the Term on the terms and conditions set forth herein.

(b) Parking. Licensee shall have the exclusive right to park in the parking area designated on Exhibit A1 and Exhibit A2.

(c) Common Areas. The term “Common Areas” is defined as those areas and facilities designated by the Licensor as Common Areas on Exhibit A1 and such other areas as Licensor may designate as Common Areas from time to time prior to the completion of the Capital Improvements for the general non-exclusive use of Licensor, Licensee and of any other occupants of the Property and their respective employees, suppliers, shippers, customers and invitees. To the extent designated as a “Common Area on Exhibit A1, the Common Areas shall include, without limitation, the parking areas, loading and unloading areas, conference rooms, break rooms, trash areas, roadways, sidewalks, walkways, parkways, landscaped areas, washrooms, restrooms, and elevators, corridors, and passageways. During the period prior to completion of the Capital Improvements, Licensor gives to Licensee and Licensee’s employees, suppliers, shippers, customers and invitees the non-exclusive right to use the Common Areas, with others who are entitled to use the Common Areas.

Article 3. Term. This Agreement will be in force and effect for an initial term beginning as of the date of the Agreement and ending on December 31, 2018 (the “Initial Term”). On December 31, 2018, the Agreement will be renewed automatically for successive additional periods of two (2) years (each such two-year period, a “Renewal Period” and together

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with the Initial Term, the “Term”) unless (a) either Party notifies the other Party in writing of a plan to substantially shut down its operations to the extent that continuation of the Agreement is no longer commercially feasible in which case the Agreement will survive for an additional two (2) year period during which time the Utilities will continue to be provided, or (b) Licensee notifies Licensor in writing on or prior to June 30, 2018, with respect to the Initial Term, or June 30 of the second year of any subsequent Renewal Period of its desire to terminate this Agreement, in which case this Agreement shall terminate 12 months after the delivery of such written notification. Termination will not operate to release any Party of any obligation hereunder accrued either prior to the effective date of said termination or derived therefrom or any obligation that expressly survives the termination of this Agreement.

Article 4. Capital Improvements. Licensee covenants and agrees to undertake and complete the capital improvements to the Premises described on Exhibit F (the “Capital Improvements”). All costs and expenses of the Capital Improvements shall be borne exclusively by Licensee. Before commencing the Capital Improvements, Licensee shall provide Licensor a reasonable opportunity to review and comment on the Capital Improvement plans and to amend and alter such Capital Improvements to the extent Licensor believes, acting reasonably, that such Capital Improvement plans would impact Licensor’s ability to operate on the Property in the ordinary course, create a public nuisance, pose a risk to the health and safety of Licensor’s employees or guests, or pose a risk to the environment (such considerations, the “Criteria”). During the execution of the Capital Improvements, at Licensor’s request, Licensee shall provide Licensor with reasonable oversight of the execution of the Capital Improvements and shall undertake such alterations or changes to the Capital Improvements as Licensor shall suggest acting reasonably on the basis of the Criteria. Licensee shall complete the Capital Improvements to the satisfaction of Licensor on or prior to the earlier to occur of (1) expiration of the Initial Term or (2) a Change in Control Transaction. As used herein, a “Change in Control Transaction” means (i) the acquisition (whether by merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, equity investment, joint venture or otherwise) by any person or group (or the shareholders of any person) of more than 20% of the assets of Honeywell’s Advanced Materials Business unit and its subsidiaries, taken as a whole (based on the fair market value thereof), or assets comprising 20% or more of the consolidated revenues or EBITDA of Honeywell’s Advanced Materials Business unit, taken as a whole, including in any such case through the acquisition of one or more subsidiaries of the Licensee or (ii) acquisition in any manner (including through a tender offer or exchange offer) by any person or group (or the shareholders of any person) of more than 20% of the Licensee’s equity securities.

Article 5. Base Annual Fee and Operating Expenses.

(a) Base Annual Fee. During the Term Licensee shall pay to Licensor, as a base annual fee for the Premises, the sums set forth on Exhibit B attached hereto and made a part hereof (“Base Annual Fee”), in equal monthly installments as set forth on Exhibit B. Base Annual Fee and Additional Fees (as hereinafter defined) are hereinafter sometimes collectively referred to as “Fees”. Base Annual Fee for any period during the Term hereof which is for less than one month shall be a pro rata portion of the monthly installment of Base Annual Fee. Base Annual Fee shall be payable in advance, in equal monthly installments, without offset or deduction, except as may be otherwise expressly provided in this Agreement, on or before the

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first day of each calendar month during the Term and shall be payable in lawful money of the United States to Licensor at the address stated herein or to such other persons or at such other places as Licensor may designate in writing. All amounts which Licensee is required to pay or discharge to Licensor pursuant to this Agreement, in addition to the Base Annual Fee, shall constitute additional fees hereunder (“Additional Fees”) and Licensee shall pay Additional Fees directly to the person entitled thereto.

(b) Operating Expenses. Licensee shall pay to Licensor as Additional Fees during the Term hereof, in addition to the Base Annual Fee, Licensee’s proportionate share (“Proportionate Share”) of the costs and expenses payable by Licensor in connection with the operation and maintenance of the Property (“Operating Expenses”), all in accordance with Exhibit C attached hereto.

Notwithstanding any term, covenant or condition as set forth within Exhibit C or Article 6(b)(ii) (Compliance with Legal Requirements) below, Operating Expenses shall specifically exclude the following:

(i)  replacement of capital items not located on the Premises,

(ii)  expenses of leasing space,

(iii) financing and refinancing costs and principal and interest payments on mortgages and deeds of trust,

(iv) third party improvement costs,

(v) costs and expenses covered by insurance,

(vi) Licensor’s insurance deductible,

(vii) depreciation,

(viii) payments made to affiliates of Licensor, inside or related contractors and executives,

(ix) income, profit, franchise, rent, sales, gift, estate, succession, inheritance, foreign ownership, foreign control, transfer, capital levy, and/or personal property taxes payable by Licensor, and any increases in Real Property Taxes (as hereinafter defined) that result from changes in ownership of the Property,

(x) curing of construction defects,

(xi) maintenance, repairs and/or replacements of the foundation or structural repairs of the buildings on the Property,

(xii) any and all costs of Licensor in complying with its obligations under Article 6(b)(i) (Compliance with Legal Requirements),

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(xiii) any and all costs of Licensor in complying with its obligations under Article 27 (HSE Matters) including, without limitation, the costs and expenses of clean-up, remediation, environmental surveys/assessments, compliance with HSE Laws (as hereinafter defined), consulting fees, treatment and monitoring charges, transportation expenses and disposal fees, etc.,

(xiv) any and all costs of Licensor for repairs resulting from damage, destruction or condemnation covered by other provisions of this Agreement,

(xv) rent under any ground or underlying lease,

(xvi) any and all costs incurred by Licensor in connection with the transfer or disposition of Licensor’s interest in the Property,

(xvii) any and all costs incurred by Licensor in connection with the enforcement of leases,

(xviii) any and all costs incurred by Licensor in the operation of any health or exercise club or any luncheon or other restaurant, club or facility if said facilities are not accessible to Licensee, and

(xix) the cost of any item or service which Licensee separately reimburses Licensor or pays to third parties.

At any reasonable time and from time to time, Licensee, its authorized representatives and its accountants may examine Licensor’s books and records for the purpose of ascertaining the accuracy of Licensor’s invoices for Operating Expenses. Licensor’s books and records shall be maintained in accordance with generally accepted accounting principles consistently applied. In the event Licensee disagrees with the accuracy of Licensor’s invoice(s), Licensee shall pay only the amounts set forth on Licensor’s invoice not in dispute, and Licensor and Licensee shall thereafter diligently pursue resolution of the disputed amounts.

(c) Increase to Base Annual Fee. At any time prior to 180 days prior to the commencement of a Renewal Period, Licensor may deliver to Licensee a written notice setting forth in reasonable detail the Fair Market Rental Value (as defined below) of the Premises and a calculation of a new Base Annual Fee based on such Fair Market Rental Value (“Landlord’s Determination of FMRV”). If within twenty (20) business days after receipt of such written notice, Licensee does not deliver a written notice to Licensor disputing Licensor’s determination of Fair Market Rental Value and the new Base Annual Fee (a “Rental Dispute Notice”), the new Base Annual Fee set forth in Licensor’s written notice shall become the Base Annual Fee in the first calendar month from and after the applicable Renewal Period. The Rental Dispute Notice shall set forth in reasonable detail Licensee’s determination of the Fair Market Rental Value and the reasons for rejecting Licensor’s proposed Base Annual Fee. As used herein, “Fair Market Rental Value” shall mean the fair market rental value of the Premises giving consideration to all relevant factors including, without limitation, the size, quality, and location; and the amenity package available with respect to comparable spaces when compared to the Premises; and the creditworthiness of the tenant when compared to Licensee. The Fair Market Rental Value shall

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specifically exclude value attributable to Licensee’s Capital Improvements and any additional Licensee alterations.

If Licensee delivers a Rental Dispute Notice, Licensor and Licensee shall negotiate in good faith for thirty (30) days following the delivery of the Rental Dispute Notice in an attempt to reach an agreement as to the Fair Market Rental Value. If, however, Licensor and Licensee are unable to reach an agreement as to the Fair Market Rental Value, then Licensee shall have the option, by written notice to Licensor within five (5) days following the end of such thirty (30) day period, to proceed with the appraisal process set forth below.

If Licensee elects to proceed with the appraisal process, the Fair Market Rental Value of the Premises shall be determined by an appraisal prepared by a member of the Appraisal Institute (the “Institute”), the arrangements for which must be made by Licensee and which must be completed and delivered to Licensor within thirty (30) days after Licensee elects to proceed with the appraisal process. If Licensor does not agree with this appraisal, then Licensee may, at Licensor’s sole cost and expense, obtain another appraisal from an Institute member, which second appraisal must be completed and delivered to Licensee within thirty (30) days after Licensor’s receipt of Licensee’s initial appraisal. If the two rental rates representing the Fair Market Rental Value determined by said members differ by less than ten percent (10%), the Fair Market Rental Value shall be deemed to be the average of the two rental rates in said appraisals. If the two rental rates representing the Fair Market Rental Value determined by said members differ by more than ten (10%), the appraisers designated by Licensor and Licensee shall, within twenty (20) days after receipt of the second appraisal by Licensee, designate a third Institute member to prepare a third appraisal, which third appraisal shall be completed and delivered to Licensor and Licensee within thirty (30) days after the designation of such third Institute member. After completion and delivery of the third appraisal to Licensor and Licensee, the Base Annual Fee representing the Fair Market Rental Value shall be deemed to be the average of the two lower valuations of the three appraisals. Each party shall bear the expense of the Institute member designated by it with the expense of the third member shall be shared equally by Licensor and Licensee. Each appraiser shall have a minimum of five (5) years’ experience appraising fair market rental values in the Chesterfield region submarket. Notwithstanding the foregoing, in no event shall the Base Annual Fee for a Renewal Term be less than the rate set forth on Exhibit B (or, if the Base Annual Fee has already been subject to an adjustment, the Base Annual Fee in effect at the time of delivery of Licensor’s written notice setting forth the Fair Market Rental Value).

If the appraisal process set forth herein is not completed by the commencement of the Renewal Term in question, the Base Annual Fee in effect for the last month of the Term or the current Renewal Term, as the case may be, shall continue until the appraisal process is completed, at which time the Base Annual Fee, based on the results of the appraisal process, or lesser amount (if Landlord’s Determination of FMRV is less than the amount determined by the appraisal process), as applicable, shall be applied retroactively to the commencement date of the Renewal Period in question, and the parties shall adjust the Base Annual Fee accordingly.

Upon the determination of the Base Annual Fee for any Renewal Term, the parties shall enter into an amendment of this Agreement setting forth the applicable Base Annual Fee for the Renewal Term in question.

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Article 6. Use, Compliance with Legal Requirements, Condition of Premises.

(a) Use. Licensee may use the Premises (and the improvements, fixtures and furnishings contained therein) in a manner and for purposes that are consistent with the use of the Premises on the date hereof (the “Allowed Uses”). Licensee shall provide Licensor with six months advance written notice and request for approval if Licensee intends to materially alter, change or expand its use of the Premises; provided, however, such six month notice period may be shorter if such alteration, change or expansion will not materially impact Licensor’s activities on the Property. Licensor may prohibit Licensee from altering its use of the Premises if Licensor believes, acting reasonably, that such alteration or change to the use of the Premises is not an Allowed Use because it materially interferes with Licensor’s ability to operate on the Property in the ordinary course consistent with past practice, creates a public nuisance, poses a risk to the health and safety of Licensor’s employees or guests materially more significant than the risks posed by Licensee’s current use of the Premises, or poses a risk to the environment materially more significant than the risks posed by Licensee’s current use of the Premises. The Premises may only be occupied on a regular basis by employees of Licensee. Licensee shall be responsible for pickup and delivery of Licensee’s goods at any common shipping dock at the Property (subject to any limitations set forth on Exhibits A1 and A2), and any shipments shall include proper labeling to distinguish Licensee’s goods from Licensor’s goods.

(b) Compliance with Legal Requirements and Licensor’s Procedures. Each Party shall comply with all statutes, laws, regulations, ordinances, rules, judgments, rules of common law, orders, decrees, government approvals, concessions, grants, franchises, licenses, agreements, directives, requirements, legally enforceable contracts or other governmental restrictions or any similar form of decision of, determination by, interpretation or administration of or standard pursuant to any of the foregoing of any governmental authority (whether federal, state, local or foreign), whether now or hereinafter in effect and, in each case, as amended (all of the foregoing shall be “Legal Requirements”), and Licensor’s Procedures (as defined in Article 26) applicable to its respective activities at the Property. Without limiting the generality of the foregoing, the Parties agree to allocate their compliance responsibilities as follows, and to reasonably cooperate in the performance of these compliance responsibilities:

(i) Licensor’s Responsibilities. Except for Licensee’s obligations pursuant to Article 6(b)(ii) and Article 8 below, Licensor, at Licensor’s sole cost and expense and throughout the Term, shall ensure that the Property complies with all Legal Requirements and Licensor’s Procedures.

(ii) Licensee’s Responsibilities. Licensee, at Licensee’s sole cost and expense and throughout the Term, shall ensure that the Premises comply with all Legal Requirements and Licensor’s Procedures to the extent such compliance is required as a result of Licensee’s business conducted within the Premises.

(c) Condition of Premises. Licensor shall deliver the Premises to Licensee in its AS-IS condition on the Commencement Date. Licensee hereby accepts the Premises in their condition existing as of the Commencement Date.

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Article 7. Assignment. Neither Licensee nor Licensor shall assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party; provided, however, that either Licensee or Licensor may assign its rights, in whole, without such consent, to (a) one of its wholly owned subsidiaries, or (b) subject to Article 4, an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise. Licensee shall not sublicense the Premises or any part thereof, or permit the use of the Premises or any part thereof, by any persons other than Licensee and its employees, without the prior written consent of Licensor. Any purported assignment or sublicensing in violation of this Article shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder. No assignment (whether by operation of law), subletting or further licensing, even with the consent of Licensor, will relieve Licensee from liability for payment of the Base Annual Fees and the Additional Fees herein provided for or from the obligation to keep and be bound by all of the terms, conditions and covenants of this Agreement. Any transfer contrary to the provisions of this Article 7 shall be void.

Article 8. Licensee’s Responsibility. With respect to the Premises, Licensee shall only be responsible to perform the maintenance, repair and replacements activities set forth on Exhibit G. Licensee shall not commit waste with respect to its Premises.

Article 9. Licensor’s Repair and Maintenance Responsibilities. Except for the Licensee’s maintenance, repair and replacements activities set forth on Exhibit G, Licensor shall (i) keep the Property in good repair and maintenance (including replacements) at all times, for the proper operation of the Property and for provision of Licensor’s services under this Agreement at competitive costs and in a manner generally consistent with the maintenance and repair (including replacements) of comparable properties, including, without limitation, the Common Areas, the Property’s windows, roof, foundation, structure and walls, and mechanical and electrical systems, which include, but are not limited to, the heating, electrical, air conditioning, ventilation and plumbing systems and the heating, ventilation and air conditioning equipment and (ii) perform the other obligations described on Exhibit G.

Article 10. Licensee’s Insurance, Licensor’s Insurance, Mutual Release/Waiver of Subrogation, and Indemnity.

(a) Licensee’s Insurance. Licensee, at its own expense (including deductibles), shall maintain in force at all times during the term of this Agreement, insurances including:

(i) Commercial general liability insurance, on an occurrence basis, including coverage for premises, products/completed operations, personal injury, and contractual liability, with a minimum combined single limit of liability of Five Million and No/100 Dollars ($5,000,000.00) per occurrence and [annual aggregate coverage for bodily injury or property damage], insuring against liability of Licensee and its authorized agents, employees and/or representatives arising out of and in connection with Licensee’s use and occupancy of the Premises. Licensor shall be included as additional insured for claims arising out of Licensee’s use and occupancy of Property and Licensee’s insurers will waive rights of subrogation against Licensor to the extent of Licensee’s indemnity obligations herein.

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(ii) Workers’ compensation insurance as required by law for all Licensee’s employees; and Employer’s Liability insurance in an amount not less than $1,000,000 per accident/per employee. Licensee’s insurers will waive rights of subrogation against Licensor to the extent of Licensee’s indemnity obligations herein.

(iii) Business automobile liability insurance, covering all owned, rented, leased, non-owned and hired vehicles used by Licensee in connection with the Premises with a combined single limit for bodily injury and property damage of $5,000,000 per occurrence. Licensor shall be included as additional insured for claims arising out of Licensee’s activities and Licensee’s insurers will waive rights of subrogation against Licensor to the extent of Licensee’s indemnity obligations herein.

(iv) “All Risk” Property Insurance covering all of Licensee’s equipment, personal property and tools. Such insurance shall cover all property at full replacement value.

(v) Licensee shall utilize insurance companies that are rated no less than “A-, VII” by A.M. Best or equivalent rating agency and Licensee will endeavor to provide a thirty (30) day notice of cancellation or non-renewal to Licensor. Policies of Licensee shall be primary and non-contributory to any insurance carried by or available to Licensor in respects to Licensee’s indemnity obligations herein. Licensee shall provide Licensor a certificate of such insurance prior to occupancy and/or use of the Property and annually within 15 days of renewal.

(b) Licensor’s Insurance. Licensor, at Licensor’s sole cost and expense (including deductibles), shall maintain in force at all times during the term of this Agreement, insurances including:

(i) Commercial general liability insurance, on an occurrence basis, including coverage for premises, products/completed operations, personal injury, and contractual liability, with a minimum combined single limit of liability of Five Million and No/100 Dollars ($5,000,000.00) per occurrence and [annual aggregate coverage for bodily injury or property damage], insuring against liability of Licensor and its authorized agents, employees and/or representatives arising out of and in connection with Licensor’s ownership, use and occupancy of the Premises. Licensee shall be included as additional insured for claims arising out of Licensor’s ownership, use and occupancy of the Property and Licensor’s insurers will waive rights of subrogation against Licensee to the extent of Licensor’s indemnity obligations herein.

(ii) Workers’ compensation insurance as required by law for all Licensor’s employees; and Employer’s Liability insurance in an amount not less than $1,000,000 per accident/per employee. Licensor’s insurers will waive rights of subrogation against Licensee to the extent of Licensor’s indemnity obligations herein.

(iii) Business automobile liability insurance, covering all owned, rented, leased, non-owned and hired vehicles used by Licensor in connection with the Premises with a combined single limit for bodily injury and property damage of $5,000,000 per occurrence. Licensee shall be

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included as additional insured for claims arising out of Licensor’s activities and Licensor’s insurers will waive rights of subrogation against Licensee to the extent of Licensor’s indemnity obligations herein.

(iv) Property “all risk” insurance covering the Property and all of Licensor’s equipment, personal property and tools. Such insurance shall cover the Property and all property of Licensor at full replacement value.

(c) Mutual Release/Waiver of Subrogation. Licensor and Licensee each hereby release the other from any and all liability or responsibility for any loss, injury or damage to the other’s real and/or personal property caused by fire or any other casualty insured by a standard “all risk” property insurance policy during the Term of this Agreement, even if such fire or casualty may have been caused by the negligence (but not the willful misconduct) of the other party or one for whom such party may be responsible. Inasmuch as the above mutual waivers will preclude the assignment of any aforesaid claim by way of subrogation (or otherwise) to an insurance company (or any other person), each party hereto hereby agrees if required by said policies to give to each insurance company which has issued to it policies of fire and extended coverage insurance, written notice of the terms of said mutual waivers, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waivers.

(d) Indemnity.

(i) Licensee shall indemnify and hold Licensor and its officers, directors, partners and employees entirely harmless from and against any and all liabilities, claims and/or losses of any kind arising, directly or indirectly, entirely or in part, out of any injury to any person which arise out of, are occasioned by or are in any way attributable to the use or occupancy of the Property by Licensee, its agents, employees, guests, invitees and/or contractors, except to the extent caused by the negligence or intentional misconduct of Licensor, Licensor’s agents, employees, invitees or contractors. In the event that any action or proceeding is brought against Licensor by reason of any such claim, Licensee, upon receipt of written notice from Licensor, shall defend the same, at Licensee’s expense, by counsel reasonably satisfactory to Licensor. Notwithstanding anything in this Agreement to the contrary, the foregoing covenants under this Article 10(d)(i) shall be deemed continuing covenants for the benefit of Licensor and shall survive the expiration of this Agreement but only to the extent that the causes giving rise to Licensee’s obligations under this Article 10(d)(i) occur before the expiration of this Agreement.

(ii) Licensor shall indemnify and hold Licensee and its officers, directors, partners and employees entirely harmless from and against any and all liabilities, claims and/or losses of any kind arising, directly or indirectly, entirely or in part, out of any injury to any person which arise out of, are occasioned by or are in any way attributable to the use or occupancy of the Property by Licensor, its agents, employees, guests, invitees and/or contractors, except to the extent caused by the negligence or intentional misconduct of Licensee, Licensee’s agents, employees, invitees or contractors. In the event that any action or proceeding is brought against Licensee by reason of any such

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claim, Licensor, upon receipt of written notice from Licensee, shall defend the same, at Licensor’s expense, by counsel reasonably satisfactory to Licensee. Notwithstanding anything in this Agreement to the contrary, the foregoing covenants under this Article 10(d)(ii) shall be deemed continuing covenants for the benefit of Licensee and shall survive the expiration of this Agreement but only to the extent that the causes giving rise to Licensor’s obligations under this Article 10(d)(ii) occur before the expiration of this Agreement.

(iii) Neither Licensor nor Licensee shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future profits, revenue or income, diminution in value or loss of business reputation or opportunity.

Article 11. Default/Remedies.

(a) Licensee’s Default. The occurrence of any one or more of the following shall constitute a default hereunder by Licensee:

(i) failure to pay Base Annual Fee or Additional Fees when due if the failure continues for twenty (20) days after written notice has been received by Licensee;

(ii) failure to perform any other provision of this Agreement if such failure to perform is not cured within thirty (30) business days after written notice has been received by Licensee, provided that, if the default cannot reasonably be cured within thirty (30) business days, Licensee shall not be in default of this Agreement if Licensee commences to cure the default within the thirty (30) business day period and diligently and in good faith continues to cure the default;

(iii) any proceeding is begun by or against Licensee to subject the assets of Licensee to any bankruptcy or insolvency law or for an appointment of a receiver of Licensee or of any of Licensee’s assets and is not dismissed within ninety (90) days; or

(iv) Licensee makes a general assignment of Licensee’s assets for the benefit of creditors.

Notices given under this Article shall specify the alleged default and the applicable Agreement provision(s), and shall demand that Licensee perform the provisions of this Agreement or pay the Base Annual Fee or Additional Fees that is in arrears, as the case may be, within the applicable period of time.

(b) Licensor’s Remedies. In the event of any such default by Licensee, Licensor may at any time after expiration of the applicable cure period:

(i) terminate this Agreement and Licensee’s right to occupancy of the Premises by any lawful means, in which case Licensee shall vacate the Premises within a reasonably practical period of time thereafter. In such event, Licensor shall be entitled to recover from Licensee all reasonable damages incurred by Licensor by reason of Licensee’s default;

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(ii) maintain Licensee’s right to occupancy in which case this Agreement shall continue in effect. In such event, Licensor shall be entitled to enforce all of Licensor’s rights and remedies under this Agreement, including the right to recover the Fees due hereunder; or

(iii) pursue any other remedy now or hereafter available to Licensor under the laws or judicial decisions of the state where the Premises are located.

Unpaid installments of Base Annual Fee and Additional Fees and other unpaid monetary obligations of Licensee under the terms, covenants or conditions of this Agreement shall bear interest from the date due at the maximum rate then allowable by law.

In the case of Licensee’s default as contemplated herein, Licensor shall have a duty to mitigate its damages.

(c) Licensee’s Remedies. In the event of any failure by Licensor to perform any of its obligations hereunder, Licensee (except in the case of an emergency) shall take no action without having first given Licensor written notice of any such default and a reasonable opportunity to cure which, in any event, shall not exceed thirty (30) business days. Following such notice and failure by Licensor to cure, Licensee shall have all rights available to it at law or in equity, and shall have the further right to take the necessary actions to perform Licensor’s uncured obligations hereunder and invoice Licensor for the costs and expenses thereof, unless Licensor has diligently commenced to perform its uncured obligations hereunder within said period not to exceed thirty (30) business days. Licensor shall remit payment to Licensee within thirty (30) days of receipt of invoice from Licensee. If Licensor fails to remit payment to Licensee within the aforesaid thirty (30) day period, Licensee shall have the right to offset and deduct said sum from Base Annual Fee.

Article 12. Utilities. Licensor covenants and agrees to maintain public utilities to furnish any electricity and water utilized in operating any and all of the facilities serving the Premises.

Licensor and Licensee shall undertake to determine if separate metering of utilities at the Premises is commercially feasible and, if mutually agreed that one or more utilities can be separately metered, Licensee shall bear the cost to provide for separate metering and pay for all water, gas, heat, light, power, telephone and other such utilities separately metered to the Premises. If any utilities and services are not supplied and separately metered to the Premises, Licensee shall pay Licensee’s Proportionate Share (as defined pursuant to Article 5(b)) of all utilities and services serving the Property in common with other occupants of the Property.

No interruption or failure of utilities shall result in the termination of this Agreement or the abatement of rent, except as expressly provided below.

Notwithstanding anything contained herein to the contrary, in the event that such interruption or cessation of utilities is the result of Licensor’s negligent or willful act or omission and such interruption or cessation of utilities continues beyond three (3) business days from the date of such interruption or cessation, then, provided Licensee has delivered Licensor with prompt notice of such interruption, the Annual Base Fee under this Agreement will abate,

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commencing on the fourth (4th) day of such interruption or cessation, and continuing until the date on which the utilities are restored and the Premises are again tenantable. No abatement of rentals as hereinabove described will apply to the extent such interruption of utilities is the result of Licensee’s alterations to the Premises or Capital Improvements, or any negligent act or omission of Licensee, its agents, employees or contractors, or any cause other than the negligent or willful act or omission of Licensor or its employees, agents or contractors.

In the event that Licensor has advance knowledge of, or otherwise plans an interruption or cessation of utilities, Licensor shall give Licensee at least 14-day advanced notice or such other greater advanced notice as is reasonable under the circumstance.

Article 13. Real Property Taxes. Licensor shall pay all real property taxes and general and special assessments, which assessments shall be amortized over the longest period permitted by law (“Real Property Taxes”) applicable to the Property, provided, however, that Licensee shall pay as Additional Fees, Licensee’s Proportionate Share of such amount in accordance with Article 5(b). Licensee shall not be required to pay any federal, state or local income, profit, franchise, rent, sales, gift, estate, succession, inheritance, foreign ownership, foreign control, transfer, capital levy, and/or personal property taxes of Licensor, or any increases in Real Property Taxes that result from changes in ownership of the Property. Licensor acknowledges and agrees that Licensee shall have no obligation or responsibility to make filings on behalf of Licensor with respect to any tax matters, nor shall Licensee be responsible for any penalties or interest payments required to be paid as a result of Licensor’s failure to make such filings or timely pay such Real Property Taxes. Licensor shall advise Licensee of the initial monthly payment amount due for Real Property Taxes on or before the Commencement Date hereof.

Article 14. Damage or Destruction. Should the Property be damaged by fire or other casualty, the following shall result:

(a) Should the Premises be rendered wholly unfit for occupancy and not be (in the reasonable judgment of Licensor and Licensee) susceptible of repair within one hundred fifty (150) days after the date of such damage, this Agreement shall terminate as of the date of such damage, and Licensee shall pay the Fees apportioned to the time of such damage and surrender the Premises to Licensor within a reasonably practical period of time thereafter;

(b) Should such damage to the Premises, however, be (in the reasonable judgment of Licensor and Licensee) susceptible of repair within one hundred fifty (150) days after such occurrence, Licensor, at Licensor’s sole cost and expense, shall enter and make repairs, without affecting this Agreement, but the Fees shall be reduced or abated as shall be equitable while such repairs are being made.

Damage to the Property which affects Licensee’s access to the Premises or Licensee’s use of the Premises shall be treated as damage to the Premises pursuant to subparagraphs (a) and (b) above.

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Article 15. Condemnation.

(a) If the Property shall be taken or condemned for any public purpose, or purchased under threat of such taking, to such an extent as to render the Premises untenantable, this Agreement shall, at the option of either party, forthwith cease and terminate as of the date title vests in the condemning authority or the date the condemning authority takes possession, whichever shall occur first. Licensor and Licensee shall be entitled to receive their shares of the condemnation award as their interests may appear.

(b) In the event this Agreement is not terminated as contemplated by subparagraph (a) above, Licensor shall promptly restore the Property (including the Premises) to substantially the same condition as the Property was in as of the Commencement Date (with the exception of those portions of the Property taken), and Base Annual Fee and Licensee’s Proportionate Share of Operating Expenses shall be proportionately adjusted.

Article 16. Notices. Whenever in this Agreement it shall be required or permitted that notice or demand be given or served by either party to this Agreement, such notice or demand shall be given or served in writing and sent to Licensor and Licensee at the addresses set forth below:

Licensor:	AdvanSix Resins & Chemicals LLC
	115 Tabor Road
	Morris Plains, NJ 07950
	Attn: John M. Quitmeyer, General Counsel
	e-mail: * * *
Licensee:	Honeywell International Inc.
	21925 Field Parkway, Suite 220
	Deer Park, IL 60010
	Attention.: Richard J. Kriva, Vice President, Global Real Estate
	Facsimile: 847.797.3901
With copy to:	Honeywell International Inc.
	115 Tabor Road
	Morris Plains, NJ 07950
	Attn: Senior Vice President and General Counsel
	e-mail: Katherine.adams@honeywell.com

All such notices shall be sent by (i) certified or registered mail, return receipt requested, and shall be effective three (3) days after the date of mailing; (ii) Federal Express or similar overnight courier and shall be effective one (1) day after delivery to Federal Express or similar overnight courier; (iii) email transmission (with confirmation of receipt) and shall be effective on the date of transmission; or (iv) personal service and shall be effective on the same day as service. Any such address may be changed from time to time by either party serving notices as provided above.

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Notwithstanding anything in the foregoing to the contrary, notices under Article 12 or notices in the event of emergency or site evacuation, shall be given, orally or in writing, by Licensor to Licensee’s designated Site Leader or Plant Manager as designated on Exhibit G by personal service or facsimile or e-mail transmission (with confirmation of receipt).

Article 17. Authority. Licensor warrants that it has the full right and authority to execute and perform pursuant to this Agreement. Licensee warrants that it has the full right and authority to execute and perform pursuant to this Agreement.

Article 18. Alterations and Trade Fixtures. Licensee shall have the right, at its own cost and expense, to make alterations, additions, installations and changes (hereinafter collectively called “Alterations”) in, on and to the Premises as it shall deem expedient or necessary for its business purposes, however to the extent that such Alterations shall impair the structural integrity of the Building or cause a material interruption in facility/building systems or the use of Common Areas,, Licensee must first obtain Licensor’s written consent thereto, Licensor agreeing that it will not unreasonably withhold or delay such consent. All such work shall be done in a good and workmanlike manner and in accordance with all applicable laws. Licensee may remove any or all Alterations and any signage from the Premises at any time prior to the expiration of the Term, provided that any damage caused by such removal shall be repaired by Licensee. Licensee shall remove, prior to expiration of the Term, all such Alterations which required Licensor’s prior consent and which consent was granted upon the condition that such Alterations be so removed. Alterations not so removed shall become the property of Licensor upon Licensee’s surrender of the Premises.

Prior to the commencement of any work on any Alterations approved by Licensor, Licensee shall supply Licensor with satisfactory evidence of the following items: (a) the procurement of all necessary licenses, permits and approvals from the various governmental departments having jurisdiction over the Premises, and (b) worker’s compensation insurance, public liability insurance and property damage insurance in amounts, form and content, and with companies reasonably satisfactory to Licensor.

Article 19. Mechanic’s Liens. Licensee shall keep the Premises free from any liens arising out of any work performed, material furnished or obligation incurred by or for Licensee or any person or entity claiming through or under Licensee. In the event that Licensee shall not, within sixty (60) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond, Licensor shall have the right, but not the obligation, to cause such lien to be released by such means as Licensor deems reasonably proper, including payment of the claim giving rise to such lien. All such reasonable sums paid and all reasonable expenses incurred by Licensor in connection therewith shall be due and payable to Licensor by Licensee within thirty (30) days of receipt of invoice, along with appropriate back-up documentation.

Article 20. Security. The Parties shall work together to ensure that in satisfying their respective obligations and responsibilities described herein (“Obligations”) they are each able to maintain the level of physical and electronic security in effect as of the date of this Agreement during the Term.

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Licensor may take physical or information security measures that affect the manner in which obligations are provided, so long as the substance or overall functionality of any affected obligations remains the same as it was prior to the Commencement Date; provided, that Licensee shall be given reasonable, prior written notice of any such physical or information security measures that are material. If there is a security breach that relates to the obligations, the parties shall, subject to any applicable law, cooperate with each other regarding the timing and manner of (a) notification to their respective customers, potential customers, employees and/or agents concerning a breach or potential breach of security and (b) disclosures to appropriate Governmental Authorities.

If either party or its personnel will be given access to any of the computer systems or software of the other party or any party performing the obligations on its behalf (“Systems”) in connection with the performance of the obligations, the accessing party and its personnel shall comply with all system security policies, procedures and requirements related to the Systems (as amended from time to time, the “Security Regulations”) in effect as of the Commencement Date and of which such accessing party or its personnel has been reasonably informed, and will not tamper with, compromise or circumvent any security or audit measures employed by such the party granting such access and its personnel. Each party and its affiliates shall use commercially reasonable efforts to ensure that only those of their respective personnel who are specifically authorized to have access to the Systems of the other party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions. If, at any time, either party determines that any personnel of the other party or its affiliates has sought to circumvent, or has circumvented, its Security Regulations, that any unauthorized personnel of the other party or its affiliates has accessed its Systems or that any personnel of the other party or its affiliates has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such party shall immediately terminate any such personnel’s access to the Systems and immediately notify the other party.

Licensor, Licensee and their respective personnel, shall access and use only those Systems, and only such data and information within such Systems to which it has been granted the right to access and use. Any party shall have the right to deny the personnel of the other party access to such party’s Systems, after prior written notice and consultation with the other party, in the event the party reasonably believes that such personnel pose a security concern.

Article 21. Surrender of Premises. Upon the expiration or termination of this Agreement, Licensee shall, at Licensee’s expense, (i) remove Licensee’s personal property, equipment and trade fixtures (including without limitation, any Hazardous Substances (as such term is defined below), and (ii) vacate the Premises peaceably and quietly and in as good order and condition as the same were in on the Commencement Date or were thereafter replaced by either Licensor or Licensee, reasonable wear and tear, damage by fire or other casualty, condemnation, acts of God and the elements excepted. Any property left in the Premises after the expiration or termination of this Agreement shall be deemed to have been abandoned and the property of Licensor to dispose of, remove or store, as Licensor deems expedient at Licensee’s expense, and Licensee waives all claims against Licensor for any damages resulting from Licensor’s retention and disposition of such property.

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Article 22. Holding Over. Should Licensee continue to occupy the Premises after expiration of the Term, such occupancy shall be on a month-to-month license upon the terms, covenants or conditions herein specified, but at a monthly fee equal to one hundred twenty-five percent (125%) of the monthly installment of Base Annual Fee paid for the last month of the Term of this Agreement, plus any Additional Fees.

Article 23. Subordination. This Agreement is subject and subordinate to all ground or underlying leases and to all mortgages and deeds of trust which may now or hereafter affect the Property of which the Premises form a part, and to all renewals, modifications, consolidations, replacements and extensions thereof, provided that Licensee’s rights under this Agreement shall not be disturbed. Licensor shall provide and obtain for Licensee a subordination, non-disturbance and attornment agreement from the holder of any ground or underlying lease, mortgage or deed of trust whether affecting the Premises as of the Commencement Date or affecting the Premises after the Commencement Date of this Agreement. Licensee shall from time to time upon request from Licensor execute and deliver any documents or instruments that may be reasonably required to effectuate such subordination, subject to review by Licensee’s legal counsel.

Article 24. Estoppel Certificates. Each party agrees, from time to time, upon not less than thirty (30) days prior written request by the other party (the “Requesting Party”), to deliver to the Requesting Party a statement in writing certifying (a) that this Agreement is unmodified and in full force and effect (or if there have been modifications that the same is in full force and effect as modified and identifying the modifications), (b) the date to which the monthly installments of Base Annual Fee and other charges have been paid, (c) the Base Annual Fee and current estimate of Operating Expenses, if applicable, (d) the date on which the Term commenced and ends, and the periods, if any, for which such Licensee has options to extend the Term, (e) that Licensee has accepted the Premises and is in possession, (f) that, so far as the person making the certification knows, Requesting Party is not in default under any provision of this Agreement and, if the Requesting Party is in default, specifying each such default of which the person making the certification may have actual knowledge, without inquiry, and (g) including such other information as the prospective purchaser, mortgagee or assignee may reasonably require.

Article 25. Signs. Licensee and Licensor shall, acting reasonably, agree on where to place and construct sign(s) with respect to Licensee’s occupancy of the Premises. The construction of such signage shall be at Licensee’s sole cost and expense, and in accordance with all Legal Requirements (“Licensee’s Signs”). Licensor, at Licensee’s sole cost and expense (provided that Licensor shall obtain Licensee’s prior written reasonable consent prior to incurring any such costs and expenses), shall (i) maintain Licensee’s Signs, and (ii) upon the expiration or termination of this Agreement, remove Licensee’s Signs and complete required repairs as the result of such removal.

Article 26. Licensor’s Procedures. Licensor has procedures for the safety, care, maintenance and cleanliness of the Property, its facilities and equipment and other assets, and access thereto and egress therefrom; for worker health and safety, manufacturing and other operations at the Property; for the protection of confidential information; for compliance with Legal Requirements; for emergency response; and for other Property activities; all of which

16

Licensor may change, in its reasonable discretion, from time to time (collectively, “Licensor’s Procedures”). Licensor shall make Licensor’s Procedures available to Licensee and give Licensee prompt notice of any changes thereto and Licensor shall comply with Licensor’s Procedures.

Article 27. HSE Matters.

(a) Definitions. For purposes of this Agreement:

(i) The term “HSE Law” shall mean and refer to any Legal Requirements, or any standard used pursuant to Legal Requirements, relating to (i) pollution, (ii) protection or restoration of the indoor or outdoor environment or natural resources, (iii) the transportation, treatment, storage or release of, or exposure to, hazardous or toxic materials, (iv) the registration, manufacturing, sale, labeling or distribution of hazardous or toxic materials or products containing such materials (including the REACH directive and similar requirements), (v) process safety management or (vi) the protection of the public, worker health and safety or threatened or endangered species.

(ii) The terms “Hazardous Substance” and “Hazardous Substances” shall mean and refer to (i) any natural or artificial substance (whether solid, liquid, gas or other form of matter, noise, microorganism or electromagnetic field) that could cause harm to human health or the environment, including, without limitation, petroleum, petroleum products and byproducts, asbestos-containing materials, perfluoroalkyl substances, urea formaldehyde foam insulation, carcinogens, endocrine disrupters, lead-based paint, electronic, medical or infectious wastes, polychlorinated biphenyls, radon gas, radioactive substances, greenhouse gases and ozone-depleting substances and (ii) any other chemical, material, substance or waste that could result in Liability under, or that is prohibited, limited or regulated by or pursuant to, any HSE Law.

(b) Permitting. Unless otherwise agreed by the Parties, Licensor shall, at its sole cost and expense:

(i) hold and maintain in good standing all permits and other governmental authorizations (“Permits”) required by HSE Laws governing air emissions, water discharges, water supplies and waste treatment, storage and disposal;

(ii) at Licensee’s request, modify the Permits to accommodate an alteration, change or expansion of Licensee’s use of the Premises, in each case consistent with Article 6(a), at Licensee’s sole cost and expense;

(iii) refrain from modifying the Permits in any manner that would prevent Licensee from using the Premises for the Allowed Uses unless a governmental authority directs Licensor to do so in order to meet the requirements of HSE Laws; and

(iv) submit to governmental authorities all reports, documents and other correspondence that may be required by the Permits; provided, that Licensee shall comply in a timely manner with Licensor’s reasonable requests for information and other cooperation in connection with the Permits and required correspondence.

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(c) Training. Licensee shall have the right to participate in training and other activities conducted by Licensor as may be required for Licensee to comply with the Legal Requirements and Licensor’s Procedures applicable to Licensee’s use of the Premises.

(d) Hazardous Substances.

(i) Licensee shall not discharge, release emit or create the threat of release of any Hazardous Substances at the Property except in accordance with the Allowed Uses, and neither Licensee nor Licensor shall discharge, release, emit or create the threat of release of any Hazardous Substances at the Property except in compliance with all applicable HSE Laws and Licensor’s Procedures.

(ii) Licensor shall indemnify, defend and hold Licensee harmless against any and all actions, claims, demands, judgments, penalties, liabilities, costs, damages, obligations, prohibitions and expenses, including court costs and attorney’s fees (but excluding any consequential, incidental and special damages and lost profits) incurred by Licensee resulting from the existence of any Hazardous Substances deposited in, upon, under, over or from the Property, or resulting from allegations that Licensee is liable for Hazardous Substances originating from, transported from or otherwise related to the Property, unless and only to the extent such Hazardous Substances are deposited in, upon, under, over or from the Property by Licensee, or Licensee has directly arranged for such Hazardous Substances to originate from, be transported from or be otherwise related to the Property, in each case subsequent to the Commencement Date. All of Licensor’s obligations under this subparagraph (d)(ii) shall survive the expiration or termination of this Agreement.

(iii) Licensee shall indemnify, defend and hold Licensor harmless against any and all actions, claims, demands, judgments, penalties, liabilities, costs, damages, obligations, prohibitions and expenses, including court costs and attorney’s fees (but excluding any consequential, incidental and special damages and lost profits) incurred by Licensor to the extent resulting from the existence of any Hazardous Substance deposited in, upon, under, over or from the Property by Licensee, or resulting from allegations that Licensor is liable for Hazardous Substances that, as a direct result of the actions of Licensee, originated from, were transported from or were otherwise related to the Property, in each case subsequent to the Commencement Date. The obligations of Licensee set forth within this subparagraph (c) shall expire on the last day of the second year after the expiration or earlier termination date of this Agreement.

(e) Compliance with HSE Laws. Each Party shall comply with all HSE Laws applicable to its respective activities at the Property. Without limiting the generality of the foregoing, the Parties agree to allocate their compliance responsibilities as follows, and to reasonably cooperate in the performance of these compliance responsibilities:

(i) Licensor’s Responsibilities. Except for Licensee’s responsibilities pursuant to Article 6(b)(ii) below, Licensor, at Licensor’s sole cost and expense and

18

throughout the Term, shall ensure that the Property and operations and activities at the Property comply with all HSE Laws.

(ii) Licensee’s Responsibilities. Licensee, at Licensee’s sole cost and expense and throughout the Term, shall ensure that the Premises comply with all HSE Laws to the extent such compliance is required solely as a result of Licensee’s business conducted within the Premises.

(iii) Conflicting Terms. Licensor and Licensee hereby agree that if there is conflict between the terms, covenants or conditions of this Article 27 and the Separation and Distribution Agreement dated of even date herewith, by and between Honeywell International Inc. and AdvanSix Inc., a Delaware corporation, the Separation and Distribution Agreement shall prevail.

Article 28. General Conditions.

(a) Time of Essence. TIME IS OF THE ESSENCE OF EACH PROVISION OF THIS AGREEMENT.

(b) Successors. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors.

(c) Real Estate Brokers; Finders. Each party represents that it has not had dealings with any real estate broker, finder or other person with respect to this Agreement in any manner. Each party shall hold harmless the other party from all damages resulting from any claims that may be asserted against the other party by any broker, finder or other person with whom the indemnifying party has or purportedly has dealt. Licensor shall pay any commissions and/or fees that are payable to the above-named broker or finder with respect to this Agreement.

(d) Exhibits. All exhibits referred to are attached to this Agreement and incorporated by reference.

(e) Interpretation of Agreement. This Agreement shall be construed and interpreted in accordance with the laws of the state in which the Property is located, without giving effect to the principles of conflicts of laws thereof.

(f) Integrated Agreement; Modification. This Agreement contains all the agreements of the parties and cannot be amended or modified except by written agreement.

(g) Severability. The unenforceability, invalidity or illegality of any provision shall not render the other provisions unenforceable, invalid or illegal.

(h) Exclusive Use. Licensor covenants and agrees not to lease or license the use of space in the the Property, without Licensee’s prior written consent (which Licensee may grant or withhold in Licensee’s sole discretion), to any third party that operates a “Competing Business”. For the purpose of this Article 28(h), a “Competing Business” shall be defined as a business in competition with Licensee’s business.

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(i) Counterparts; Facsimile/E-mailed Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. Licensor and Licensee agree that the delivery of an executed copy of this Agreement by facsimile or by attachment to an e-mail shall be legal and binding on the transmitting party and shall have the same full force and effect as if an original executed copy of this Agreement had been delivered.

(i) Confidentiality. Each party covenants and agrees that it shall not, and that it shall take all reasonable steps to ensure that its shareholders, directors, officers, managers, partners, employees, agents, advisors or independent contractors do not, directly or indirectly, either during the term of this Agreement or at any time thereafter, disclose any of the financial terms of this Agreement or disclose or use any information which it may acquire with respect to the business and affairs of the other party or its customers, clients, suppliers, agents or contractors (“Confidential Information”) for any purpose, other than as required to carry out its duties hereunder, without the consent of the other party or as required by applicable law, regulation or lawful requirement of a regulatory, judicial or taxing authority. Before granting access to any Confidential Information of the other party to any person under this Section, a party shall properly instruct that person about the confidentiality of it and the steps to be taken to protect it. Before granting that access to any person other than an employee, except as provided in the next sentence, a party shall have that person sign an agreement causing that person to be bound by terms substantially the same as those in this Section. Before granting access to any Confidential Information of the other party to any legal, regulatory or taxing authority (other than Licensee examiners), a party shall, unless it may not lawfully do so, promptly notify the other party and allow the other party reasonable time to oppose such process.

Notwithstanding anything to the contrary set forth herein or in any other agreement to which the parties are parties or by which they are bound, the obligations of confidentiality contained herein and therein, as they relate to this Agreement, shall not apply to the tax structure or tax treatment of this Agreement, and each party hereto (and any employee, representative, or agent of either party) may disclose to any and all persons, without limitation of any kind, the tax structure and tax treatment of this Agreement and all materials of any kind (including opinions or other tax analysis) that are provided to such party relating to such tax treatment and tax structure; provided, however, that such disclosure shall not include the name (or other identifying information not relevant to the tax structure or tax treatment) of any person and shall not include information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

Each party will implement appropriate security measures to prevent a breach by it of this Section, including measures designed to (i) ensure the confidentiality, security and integrity of the Confidential Information of the other; (ii) protect the Confidential Information of the other against anticipated threats or hazards to its security or integrity; and (iii) protect the Confidential Information of the other against unauthorized access to or use of it.

In dealing with any Confidential Information of the disclosing party that is personal information of the disclosing party’s customers or clients, the receiving party will comply with the reasonable privacy policies of the disclosing party communicated to it in writing and with all applicable privacy laws and regulations.

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At either party’s request but subject to applicable legal and regulatory record retention requirements, the other party shall immediately return to that party or destroy (and, upon request, certify such destruction) all Confidential Information of that party then in its possession or under its control.

If any unauthorized disclosure of, loss of, or inability to account for, Confidential Information of a party occurs while it is in the possession of the other party, the other party shall notify the affected party immediately upon becoming aware of such occurrence.

Each party may monitor from time to time, activities to detect any security breach, unauthorized intrusions or suspicious activity involving the Confidential Information and will immediately take steps to remedy any problem giving rise to that security breach or suspicious activity.

For the purposes of this Agreement, “Confidential Information” does not include information that (i) was or becomes generally available to the public other than as a result of a disclosure by either party or its shareholders, directors, officers, managers, partners, employees, advisors or agents in breach of this Agreement, (ii) was available to the disclosing party on a non-confidential basis prior to its disclosure to such party by the other party pursuant to this Agreement, (iii) is obtained by the disclosing party on a non-confidential basis from a source other than the other party or its agents, provided that, to the best of the disclosing party’s knowledge, such source is not prohibited from transmitting the information by a confidentiality agreement with, or other legal or fiduciary obligation to, the other party or its agents, or (iv) has been authorized by the providing party to be disseminated on a non-confidential basis.

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IN WITNESS WHEREOF, the respective parties hereto have executed this Chesterfield Site Sharing and Services Agreement or caused this Agreement to be executed by their duly authorized representatives the day and year set forth in Article 1 hereof.

LICENSEE:	LICENSOR:
Honeywell International Inc., a Delaware corporation	AdvanSix Resins & Chemicals LLC, a Delaware limited liability company
By _________________________	By ___________________________
Its ________________________	Its _________________________

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EXHIBIT A1

(Interim Premises)

The Premises, Common Areas and Parking shall be as designated on the diagram attached to this Exhibit A1 captioned “Interim Premises.”

 Common Areas

 Premises

SHORT-TERM SEPARATION PLAN. Premises: 78,542 SF

A1-1

 

A1-2

EXHIBIT A2

(Final Premises)

The Final Premises and Parking shall be as designated on the diagram attached to this Exhibit A2 captioned “Final Premises.”

LONG-TERM SEPARATION PLAN. Premises: 78,542 SF

A2-1

Location of Honeywell-dedicated loading docks to be mutually agreed by the parties prior to the spin-off. Potential to build guard shack along Honeywell entryway.

A2-2

EXHIBIT B

(Base Annual Fee)

For the Initial Term and, subject to Article 5(c), each subsequent Renewal Term, the Base Annual Fee shall be Five hundred forty-five thousand eight hundred sixty-seven dollars ($545,867), payable in equal monthly installments of forty-five thousand four hundred and eighty-nine dollars ($45,489).

B-1

EXHIBIT C

(Operating Expenses and Licensee’s Proportionate Share)

The term “Operating Expenses” means the costs listed on the spreadsheet attached to this exhibit and captioned “Chesterfield Services.” It is the intent of the parties that throughout the Term, unless otherwise specifically allocated to the account of Licensee, the Licensee’s Proportionate Share of the following costs will be Operating Expenses:

- costs of Real Property Taxes and reasonable fees payable to tax consultants and tax attorneys for consultation and contesting such Real Property Taxes;

- maintenance, repair and replacement of all portions of the Property, including without limitation, paving and parking areas, roads, roofs (including the roof membrane), alleys, and driveways, mowing, landscaping, snow removal, exterior painting, and utility lines;

- to the extent not used in Licensee’s manufacturing activities, heating, ventilation and air conditioning systems lighting, electrical systems and other mechanical and building systems;

- insurance not covered in Article 10;

- amounts paid to contractors and subcontractors for work or services performed in connection with any of the foregoing; charges or assessments of any association to which the Property is subject; property management fees payable at market rates to a property manager, security services, trash collection, sweeping and debris removal;

- that portion of additions or alterations made by Licensor to the Property or the Building which directly benefit Licensee which are undertaken by Licensor in order to comply with Legal Requirements (other than those expressly required herein to be made by Licensee or Licensor).

Costs which would under generally accepted accounting principles be deemed capital costs or capital expenditures may be included within the definition of “Operating Expenses” only the extent that such cost: relates to an expenditure which is incurred based upon a reasonable forecast that such expenditure will reduce in future years another cost which would be deemed an Operating Expense, but then only to the extent in any one year of the amount equal to the total expenditure divided by the useful life of the improvement which requires such cost.

C-1

Exhibit C: Chesterfield

Operating Expenses

Service/Scope	Method of Charging	Notes on Methodology	Proration (if any)
Utilities:		Activity-based
Air Usage from B-4 compressors	Usage Based	Meter exists - based on usage from licensee	SCFM
Potable Water from county water system	Usage Based	Meter exists - based on usage from licensee	GAL
Electricity	Usage Based	To be metered - based on usage from licensee	kWH
Steam	Usage Based	To be metered - based on usage from licensee	TON
Chilled water	Usage Based	Meter exists… based on usage from licensee	GAL
Plant General Site Maintenance:		Sq Ft of buildings - CC spend	7%
Maintenance (general & utilities)	Prorated	Pro rata share based on footprint of site	7%
Real estate taxes	Prorated	Pro rata share based on footprint of site	7%
Janitorial	Prorated	Pro rata share based on footprint of site	7%
Facilities (grounds, snow removal, supplies)	Prorated	Pro rata share based on footprint of site	7%
Security	Prorated	Sq Ft of buildings - Securitas billing	7%
Stores	Prorated	% of time by stores personnel - CC spend	1%
Service Fee		10% of total charges	10%

C-2

EXHIBIT D

(Site Points of Contact)

Chesterfield Plant

- Plant Manager of Chesterfield

- Controller for Chesterfield

- HSE Manager of Chesterfield

Honeywell Operations at Chesterfield

- Plant Manager of Colonial Heights

- Controller for Colonial Heights

- HSE Manager of Colonial Heights

- Production Manager of Super String Operations

D-1

EXHIBIT E

[Intentionally Omitted]

E-1

EXHIBIT F

(Capital Improvements)

Licensee shall undertake to, the extent reasonably practical, separate the operations of Licensor and Licensee in accordance with Exhibit A2. In furtherance of undertaking such separation, Licensor and Licensee agree as follows:

- Licensee shall, as promptly as reasonably possible, construct a dedicated means of ingress and egress for its employees to enter the Interim Premises in accordance with Exhibit A1, including the construction of a chain link fence from the park area described on Exhibit A1 to the doorway to the Interim Premises market on Exhibit A1. It shall be Licensee’s responsibility to insure that this means of ingress and egress is secure and well lit.

- Licensee shall undertake a study to determine the most commercially feasible means of constructing a loading dock for Licensor or Licensee’s operations, as the case may be, in order to physically separate Licensor and Licensee’s activities at the Property. Licensee shall present the results of its study to Licensor, and Licensor and Licensee shall mutually agree upon the configuration, design and construction of a new loading dock area, the implementation of such design and construction to be part of the Capital Improvement.

F-1

EXHIBIT G

(Licensee and Licensor’s Responsibilities)

Pursuant to Article 8 and Article 9, the following is a non-exclusive list of the obligations and responsibilities of Licensor and Licensee with respect to repair and maintenance responsibilities. The following lists are non-exhaustive and should be interpreted in conjunction with provisions of Article 8 and Article 9, respectively.

Licensee’s Responsibilities:

Licensee shall be responsible for the maintenance, repair and replacement of all tangible personal property, equipment, machinery, utility lines, heating, ventilation and air conditioning systems, lighting, electrical systems and other mechanical and building systems contained within the Premises. Such responsibilities shall include, without limitation:

- Any cosmetic (painting, flooring, etc.) repairs or maintenance for offices, rooms, and equipment within the Premises

- Any maintenance of assets where title or the leasehold interest is held by Licensee

- Maintenance on any IT (information technology), wiring, or equipment used by Licensee

- Any maintenance of any portable assets used by Licensee

- Any compliance (Local, State, Federal, International, or other governing body) related cost or maintenance for assets where title or the leasehold interest is held by Licensee

- Any consumable components (lights, filters, etc) related cost or maintenance

- Any leakage, stoppage of flow, or damage to piping within the premises and related to Licensee’s use of the Premises

- Any modification to Licensor assets made by or at the request of Licensee

- Any modification to Licensor’s assets required for Licensee to satisfy its obligations under Article 21 (Surrender)

- Any maintenance of secondary electrical distribution control assets (panels, subpanels, MCCs) required for Licensee’s occupancy of the Premises

- Any maintenance of secondary or ancillary piping, transfer, and distribution assets not considered to comprise the utility header needed by Licensee in connection with its occupancy of the Premises

G-1

- Any maintenance of heating and air conditioning building assets where title or the leasehold interest is held by Licensee

- Any maintenance or repairs required to correct damage caused by Licensee

Licensor’s Responsibilities:

In addition to the responsibilities and obligations described in Article 9, below are additional obligations and responsibilities to be assumed by Licensor:

- Any maintenance of building roofing not required as a result of damage caused by License

- Any maintenance of access doorways to the Premises required for Licensor to perform maintenance otherwise required under Article 9

- Any maintenance of yard and grounds leading to and outside of the Premises

- Any maintenance of main electrical distribution control assets (MCCs) on the Property

G-2

EX-99.1

Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

SUBJECT TO COMPLETION, DATED AUGUST 16, 2016

INFORMATION STATEMENT

AdvanSix Inc.

115 Tabor Road
Morris Plains, NJ 07950

Common Stock
(par value $0.01)

We are sending you this Information Statement in connection with the spin-off by Honeywell International Inc., or “Honeywell,” of its wholly owned subsidiary, AdvanSix Inc., or “AdvanSix.” To effect the spin-off, Honeywell will distribute all of the shares of AdvanSix common stock on a pro rata basis to the holders of Honeywell common stock. We expect that the distribution of AdvanSix common stock will be tax-free to holders of Honeywell common stock for U.S. Federal income tax purposes, except for cash that stockholders receive in lieu of fractional shares.

If you are a record holder of Honeywell common stock as of the close of business on , which is the record date for the distribution, you will be entitled to receive shares of AdvanSix common stock for every shares of Honeywell common stock you hold on that date. Honeywell will distribute the shares of AdvanSix common stock in book-entry form, which means that we will not issue physical stock certificates. The distribution agent will not distribute any fractional shares of AdvanSix common stock. Instead, the distribution agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to each holder (net of any required withholding for taxes applicable to each holder) who would otherwise have been entitled to receive a fractional share in the distribution.

The distribution will be effective as of 11:59 p.m., New York City time, on . Immediately after the distribution becomes effective, AdvanSix will be an independent, publicly traded company.

Honeywell’s stockholders are not required to vote on or take any other action to approve the spin-off. We are not asking you for a proxy, and request that you do not send us a proxy. Honeywell stockholders will not be required to pay any consideration for the shares of AdvanSix common stock they receive in the spin-off, and they will not be required to surrender or exchange their shares of Honeywell common stock or take any other action in connection with the spin-off.

Honeywell currently owns all of the outstanding shares of AdvanSix common stock. Accordingly, no trading market for AdvanSix common stock currently exists. We expect, however, that a limited trading market for AdvanSix common stock, commonly known as a “when-issued” trading market, will develop as early as two trading days prior to the record date for the distribution, and we expect “regular-way” trading of AdvanSix common stock will begin on the first trading day after the distribution date. We intend to list AdvanSix common stock on the New York Stock Exchange under the symbol “ASIX.”

In reviewing this Information Statement, you should carefully consider the matters described in the section entitled “Risk Factors” beginning on page 6 of this Information Statement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this Information Statement is truthful or complete. Any representation to the contrary is a criminal offense.

This Information Statement is not an offer to sell, or a solicitation of an offer to buy, any securities.

The date of this Information Statement is .

TABLE OF CONTENTS

	Page
SUMMARY		1
RISK FACTORS		6
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS		20
THE SPIN-OFF		21
DIVIDEND POLICY		29
CAPITALIZATION		30
SELECTED HISTORICAL COMBINED FINANCIAL DATA		31
UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS		32
BUSINESS		39
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		49
MANAGEMENT		60
COMPENSATION DISCUSSION AND ANALYSIS		65
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		73
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		74
DESCRIPTION OF OUR CAPITAL STOCK		80
WHERE YOU CAN FIND MORE INFORMATION		84
INDEX TO COMBINED FINANCIAL STATEMENTS		F-1

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SUMMARY

In this Information Statement, unless the context otherwise requires:

• “AdvanSix,” “we,” “our” and “us” refer to AdvanSix Inc. and its consolidated subsidiaries after giving effect to the Spin-Off, and

• “Honeywell” refers to Honeywell International Inc. and its consolidated subsidiaries.

The transaction in which Honeywell will distribute to its stockholders all of the shares of our common stock is referred to in this Information Statement as the “Distribution.” The transaction in which we will be separated from Honeywell is sometimes referred to in this Information Statement as the “Spin-Off.” Prior to Honeywell’s distribution of the shares of our common stock to its stockholders, Honeywell will undertake a series of internal transactions, following which AdvanSix will hold, directly or through its subsidiaries, the businesses constituting Honeywell’s Resins and Chemicals business, and related operations, which we refer to as the “AdvanSix Business.” We refer to this series of internal transactions, which is described in more detail under “Certain Relationships and Related Party Transactions—Agreements with Honeywell—Separation and Distribution Agreement,” as the “Internal Transactions.”

Summary

We are a leading manufacturer of Nylon 6, a polymer resin which is a synthetic material used by our customers to produce engineered plastics, fibers, filaments and films that, in turn, are used in such end-products as automotive and electronic components, carpets, sports apparel, fishing nets and food and industrial packaging. As a result of our backward integration and the configuration of our manufacturing facilities, we also sell caprolactam, ammonium sulfate fertilizer, acetone and other intermediate chemicals, all of which are produced as part of the Nylon 6 resin manufacturing process.

Our integrated manufacturing process, scale and the quantity and range of our co-products make us one of the most efficient manufacturers in our industry. We consistently focus on and invest in improving production yields from our various manufacturing processes to build on our leading cost position. Our global logistics infrastructure supports our commercial mission by ensuring a reliable intraplant supply chain and consistent and timely delivery to our customers while maximizing our distribution resources and our operating efficiency. In addition, we strive to understand the product applications and end-markets into which our products are sold, which helps us upgrade the quality, chemical properties or packaging of our products in ways to attract price premiums and greater demand.

All of our manufacturing plants are located in the United States. We serve approximately 500 customers globally located in more than 40 countries. For the years ended December 31, 2015, 2014 and 2013, we had sales of $1,329.4 million, $1,790.4 million and $1,766.6 million, respectively. For the six months ended June 30, 2016 and 2015, we had sales of $608.2 million and $677.7 million, respectively. For the three months ended June 30, 2016 and 2015, we had sales of $308.4 million and $367.4 million, respectively.

On May 12, 2016, Honeywell announced plans for the complete legal and structural separation of the AdvanSix Business from Honeywell. Honeywell has regularly reviewed its businesses to confirm that Honeywell’s resources are being put to use in a manner that is in the best interests of Honeywell and its stockholders. In reaching the decision to pursue the Spin-Off, Honeywell considered a range of potential structural alternatives for the AdvanSix Business, including a sale of the AdvanSix Business, and concluded that the Spin-Off is the most attractive alternative for enhancing stockholder value.

Following the Spin-Off, we will have a more focused business that will be better positioned to invest more in growth opportunities and execute our strategic plans. The Spin-Off will allow our management team to devote its focused time and attention to the corporate strategies and policies that are based specifically on the needs of our business. We plan to create incentives for our management and employees that are more closely tied to business performance and our

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stockholders’ expectations, which will help us attract and retain highly qualified personnel. Additionally, we believe the Spin-Off will help align our shareholder base with the characteristics and risk profile of our business.

Following the Spin-Off, we expect our common stock to trade under the ticker symbol “ASIX” on the New York Stock Exchange.

Questions and Answers about the Spin-Off

The following provides only a summary of the terms of the Spin-Off. You should read the section entitled “The Spin-Off” below in this Information Statement for a more detailed description of the matters described below.

Q: What is AdvanSix Inc.?

A: We are a leading manufacturer of Nylon 6, a polymer resin which is a synthetic material used by our customers to produce engineered plastics, fibers, filaments and films that, in turn, are used in such end-products as automotive and electronic components, carpets, sports apparel, fishing nets and food and industrial packaging. As a result of our backward integration and the configuration of our manufacturing facilities, we also sell other products, such as caprolactam, ammonium sulfate, phenol and acetone, all of which are produced as part of our Nylon 6 resin manufacturing process.

Our competitive strengths include the following:

• Largest single-site producer of caprolactam;

• Low-cost position driven by favorable geographical location, integrated manufacturing footprint and high utilization rates;

• Global reach of our sales and marketing capabilities;

• Technical know-how, customer intimacy and application development capabilities; and

• Diverse revenue sources from the sale of fertilizer, acetone and other co-products.

Our business strategies include the following:

• Build on our low-cost leadership position;

• Leverage our research and development (“R&D”) investments and applications expertise;

• Make selective investments to produce higher value products;

• Pursue a highly selective acquisition strategy; and

• Use toll manufacturers to produce higher margin AdvanSix-developed specialty products.

Q: What is the Spin-Off?

A: The Spin-Off is the method by which we will separate from Honeywell. In the Spin-Off, Honeywell will distribute to its stockholders all the outstanding shares of our common stock. Following the Spin-Off, we will be an independent, publicly traded company, and Honeywell will not retain any ownership interest in us.

Q: Who will serve as the executive officers and directors of AdvanSix following the Spin-Off?

A: Erin N. Kane, the current vice president and general manager of Honeywell’s Resins and Chemicals business, is expected to serve as the Chief Executive Officer of AdvanSix. Michael Preston, the current chief financial officer of Honeywell UOP, is expected to serve as the Senior Vice President and Chief Financial Officer of AdvanSix. John M. Quitmeyer, the current vice president and general counsel of Honeywell’s Automation and Control Solutions business, is expected to serve as the Senior Vice President, General Counsel and Corporate Secretary of AdvanSix. Jonathan Bellamy, the current vice president of human resources of the Defense and Space business of Honeywell’s Aerospace division, is expected to serve as the Chief Human Resources Officer of AdvanSix. Messrs. Preston, Quitmeyer and Bellamy have not previously

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provided services to the AdvanSix Business. See “Management” for more information on the executive officers of AdvanSix following the Spin-Off.

We currently expect that, upon completion of the Spin-Off, our Board will consist of seven members, including Paul E. Huck, Erin N. Kane, Daniel F. Sansone and Sharon S. Spurlin. We expect a majority of our Board to satisfy the independence standards established by the Sarbanes-Oxley Act of 2002 and the applicable rules of the Securities Exchange Commission and the New York Stock Exchange. Additional information regarding our Board will be provided in subsequent amendments to this Registration Statement on Form 10, of which this Information Statement forms a part. See “Management—Our Board of Directors Following the
Spin-Off and Director Independence” for more information on our Board following the Spin-Off.

Q: Will the number of Honeywell shares I own change as a result of the Spin-Off?

A: No, the number of shares of Honeywell common stock you own will not change as a result of the Spin-Off.

Q: What will I receive in the Spin-Off in respect of my Honeywell common stock?

A: As a holder of Honeywell common stock, you will receive a dividend of shares of our common stock for every shares of Honeywell common stock you hold on the Record Date (as defined below). The distribution agent will distribute only whole shares of our common stock in the Spin-Off. See “The Spin-Off—Treatment of Fractional Shares” for more information on the treatment of the fractional share you may be entitled to receive in the Distribution. Your proportionate interest in Honeywell will not change as a result of the Spin-Off. For a more detailed description, see “The Spin-Off.”

Q: What is being distributed in the Spin-Off?

A: Honeywell will distribute approximately shares of our common stock in the Spin-Off, based on the approximately shares of Honeywell common stock outstanding as of . The actual number of shares of our common stock that Honeywell will distribute will depend on the total number of shares of Honeywell common stock outstanding on the Record Date. The shares of our common stock that Honeywell distributes will constitute all of the issued and outstanding shares of our common stock immediately prior to the Distribution. For more information on the shares being distributed in the Spin-Off, see “Description of Our Capital Stock—Common Stock.”

Q: What is the record date for the Distribution?

A: Honeywell will determine record ownership as of the close of business on , which we refer to as the “Record Date.”

Q: When will the Distribution occur?

A: The Distribution will be effective as of 11:59 p.m., New York City time, on , which we refer to as the “Distribution Date.” On or shortly after the Distribution Date, the whole shares of our common stock will be credited in book-entry accounts for Honeywell stockholders entitled to receive the shares in the Distribution. See “—How will Honeywell distribute shares of our common stock?” for more information on how to access your book-entry account or your bank, brokerage or other account holding our common stock you receive in the Distribution on and following the Distribution Date.

Q: Do I have a choice whether to participate in the Distribution?

A: All holders of Honeywell’s common stock as of the Record Date will participate in the Distribution. You are not required to take any action in order to participate, but we urge you to read this Information Statement carefully. Holders of Honeywell common stock on the

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Record Date will not need to pay any cash or deliver any other consideration, including any shares of Honeywell common stock, in order to receive shares of our common stock in the Distribution. In addition, no stockholder approval of the Distribution is required. We are not asking you for a vote and request that you do not send us a proxy card.

Q: Is the completion of the Spin-Off subject to the satisfaction or waiver of any conditions?

A: Yes, the completion of the Spin-Off is subject to the satisfaction, or the Honeywell Board’s waiver, of the following conditions:

• the Honeywell Board shall have approved the Internal Transactions and Distribution and not withdrawn such approval, and shall have declared the dividend of our common stock to Honeywell stockholders;

• the ancillary agreements contemplated by the Separation and Distribution Agreement shall have been executed by each party to those agreements;

• the SEC shall have declared effective our Registration Statement on Form 10, of which this Information Statement is a part, under the Exchange Act, and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Securities and Exchange Commission;

• our common stock shall have been accepted for listing on the New York Stock Exchange or another national securities exchange approved by Honeywell;

• Honeywell shall have received the written opinion of Cravath, Swaine & Moore LLP, which shall remain in full force and effect that, subject to the accuracy of and compliance with certain representations, warranties and covenants, the Distribution should qualify for nonrecognition of gain and loss under Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”);

• the Internal Transactions (as described in “Certain Relationships and Related Party Transactions—Agreements with Honeywell—Separation and Distribution Agreement”) shall have been completed;

• no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution shall be in effect, and no other event outside the control of Honeywell shall have occurred or failed to occur that prevents the consummation of the Distribution;

• no other events or developments shall have occurred prior to the Distribution Date that, in the judgment of the Honeywell Board, would result in the Distribution having a material adverse effect on Honeywell or its stockholders;

• prior to the Distribution Date, this Information Statement shall have been mailed to the holders of Honeywell common stock as of the Record Date;

• Honeywell shall have duly elected the individuals to be listed as members of our post-Distribution Board in this Information Statement; and

• immediately prior to the Distribution Date, our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws, each in substantially the form filed as an exhibit to the Registration Statement on Form 10 of which this Information Statement is a part, shall be in effect.

Any of the above conditions may be waived by the Honeywell Board to the extent such waiver is permitted by law. In addition, Honeywell may at any time until the Distribution decide to abandon the Distribution or modify or change the terms of the Distribution. See “The Spin-Off—Conditions to the Spin-Off” for more information.

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Q: How will Honeywell distribute shares of our common stock?

A: On the Distribution Date, Honeywell will release the shares of our common stock to the distribution agent to distribute to Honeywell stockholders.

Q: What are the U.S. Federal income tax consequences to me of the Distribution?

A: For U.S. Federal income tax purposes, no gain or loss should be recognized by, or be includible in the income of, a U.S. Holder (as defined in “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off”) as a result of the Distribution, except with respect to any cash received by Honeywell stockholders in lieu of fractional shares. After the Distribution, Honeywell stockholders should allocate their basis in their Honeywell common stock held immediately before the Distribution between their Honeywell common stock and our common stock in proportion to their relative fair market values on the date of Distribution.

See “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” for more information regarding the potential tax consequences to you of the Spin-Off.

Q: Does AdvanSix intend to pay cash dividends?

A: Once the Spin-Off is effective, we will be evaluating whether to pay cash dividends to our stockholders. The timing, declaration, amount and payment of future dividends to stockholders, if any, will fall within the discretion of our Board. Among the items we will consider when establishing a dividend policy will be the capital intensive nature of our business and opportunities to retain future earnings for use in the operation of our business and to fund future growth. Additionally, the terms of the indebtedness we intend to incur in connection with the Spin-Off may limit our ability to pay cash dividends. See “Dividend Policy” for more information.

Q: Will AdvanSix incur any debt prior to or at the time of the Distribution?

A: In connection with the Spin-Off, we intend to incur indebtedness in the aggregate principal amount of approximately $270 million in the form of term loans, the net proceeds of which will be distributed to Honeywell prior to the consummation of the Spin-Off. We also intend to enter into a $155 million revolving facility to be available for our working capital and other cash needs, and we intend to draw on this facility in the amount of $40 million, before fees, immediately after consummation of the Spin-Off.

Q: How will our common stock trade?

A: Currently, there is no public market for our common stock. We intend to list our common stock on the New York Stock Exchange under the symbol “ASIX.”

We anticipate that trading in our common stock will begin on a “when-issued” basis as early as two trading days prior to the Record Date for the Distribution and will continue up to and including the Distribution Date. “When-issued” trading in the context of a spin-off refers to a sale or purchase made conditionally on or before the Distribution Date because the securities of the spun-off entity have not yet been distributed. “When-issued” trades generally settle within four trading days after the Distribution Date. On the first trading day following the Distribution Date, any “when-issued” trading of our common stock will end and “regular-way” trading will begin. Regular-way trading refers to trading after the security has been distributed and typically involves a trade that settles on the third full trading day following the date of the trade. See “The Spin-Off—Trading Prior to the Distribution Date” for more information. We cannot predict the trading prices for our common stock before, on or after the Distribution Date.

Q: Will the Spin-Off affect the trading price of my Honeywell common stock?

A: Following the Distribution, the equity value of Honeywell will no longer reflect the value of the AdvanSix Business. There can be no assurance that, following the Distribution, the combined trading prices of the Honeywell common stock and our common stock will equal or exceed what the trading price of Honeywell common stock would have been in the absence of the Spin-Off.

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RISK FACTORS

You should carefully consider all of the information in this Information Statement and each of the risks described below, which we believe are the principal risks that we face. Some of the risks relate to our business, others to the Spin-Off. Some risks relate principally to the securities markets and ownership of our common stock.

Any of the following risks could materially and adversely affect our business, financial condition and results of operations and the actual outcome of matters as to which forward-looking statements are made in this Information Statement.

Risks Relating to Our Business

Difficult and volatile conditions in the overall economy, particularly in the United States but also globally, and in the capital, credit and commodities markets could adversely affect our business, financial condition and results of operations.

Our business, financial condition and results of operations could be adversely affected by difficult global economic conditions and significant volatility in the capital, credit and commodities markets and in the overall economy. Difficult and volatile conditions in the United States and globally could affect our business in a number of ways. For example:

• weak economic conditions, especially in our key markets, could reduce demand for our products, impacting our sales and margins;

• as a result of the recent volatility in commodity prices, we may encounter difficulty in achieving sustained market acceptance of past or future price increases;

• under difficult market conditions, there can be no assurance that access to credit or the capital markets would be available or sufficient, and in such a case, we may not be able to successfully obtain additional financing on reasonable terms, or at all; and

• market conditions could result in our key customers experiencing financial difficulties and/or electing to limit spending, which in turn could result in decreased sales and earnings for us.

The industry in which we operate is highly competitive and experiences cyclicality which can cause significant fluctuations in our cash flows. These industry dynamics may adversely affect our business, financial condition and results of operations.

The industry in which we operate is highly competitive. Competition in the nylon resin industry is based on a number of factors such as price, product quality and service. We face significant competition from major international and regional competitors. Our competitors may improve their competitive position in our core markets by successfully introducing new products or innovations in their manufacturing processes or improving their cost structures. If we are unable to keep pace with our competitors’ product and manufacturing process innovations or cost position improvements, our business, financial condition and results of operations could be adversely affected.

Our historical operating results reflect the cyclical and sometimes volatile nature of the caprolactam, Nylon 6 resin and ammonium sulfate industries. We experience cycles of fluctuating supply and demand for each of the products we sell which result in changes in selling prices. Periods of high demand, tight supply and increasing operating margins tend to result in increases in capacity and production until supply exceeds demand, generally followed by periods of oversupply and declining prices. For example, the global market for Nylon 6 resin and caprolactam has undergone significant change in the past five years as Chinese manufacturers have entered the market and increased global supply at a time when demand has remained relatively stable, causing a decline in price and product margins. According to PCI Nylon, a third-party source, as of December 31, 2015, Chinese manufacturers account for 43% and 36% of Nylon 6 resin and caprolactam global capacity, respectively, whereas they accounted for only 26% and 12%, respectively, as of December 31, 2010. As a result of the increased capacity and competitive intensity, the margins for Nylon 6 resin and caprolactam have declined in recent years to historic lows. We have little or no ability to influence prices in these markets. Decreases in the average selling prices of our products could have an

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adverse effect on our profitability. While we strive to maintain or increase our profitability by reducing costs through improving production efficiency, emphasizing higher margin products and by controlling transportation, selling and administration expense, we cannot assure you that these efforts will be sufficient to offset fully the effect of possible decreases in pricing on operating results. Because of the cyclical nature of our businesses, we cannot assure you that pricing or profitability in the future will be comparable to any particular historical period, including the most recent period shown in our operating results.

Moreover, historically, information about our business and operations was presented as part of the broader Honeywell corporate organization. As an independent, publicly traded company, we will be required to publicly provide more detailed information about our business and operations, including financial information and material contract terms. This information will be accessible to our customers, suppliers and competitors, each of which may factor the new information into their commercial dealings with us or the markets in which we operate. The use of such information by third parties in the marketplace could have an adverse effect on our business, financial condition and results of operations.

Any significant unplanned downtime or material disruption at one of our production facilities or logistics operations may adversely affect our business, financial condition and results of operations, and the age of our manufacturing facilities increases the risk for unplanned downtime, which may be significant.

We seek to run our complex production facilities on a nearly continuous basis for maximum efficiency and rely on the integrity of our logistics operations for the uninterrupted operations of business. While we have continued to make significant annual capital improvements at our manufacturing plants, operational issues have occurred in the past and may occur in the future, which could cause damage to our manufacturing and production equipment and ancillary facilities. Unplanned interruptions in our production capabilities adversely affect our production costs, product lead times and earnings during the affected period.

We seek to mitigate the risk of unplanned downtime through regularly scheduled maintenance both for major and minor repairs at all of our production facilities. We also utilize maintenance and mechanical integrity programs and maintain an appropriate buffer inventory of intermediate chemicals necessary for our manufacturing process, which are intended to mitigate the extent of any production losses as a result of unplanned downtime. However, unplanned outages may still occur or we may not have enough intermediate chemical inventory at any given time to offset such production losses. Moreover, taking our production facilities offline for regularly scheduled repairs can be an expensive and time-consuming operation and there is a significant risk that delays during the repair process may cause unplanned downtime as well. Any such unplanned downtime at any of our production facilities may adversely affect our business, financial condition and results of operations.

Our production facilities and logistics operations are also subject to the risk of catastrophic loss and material disruptions due to unanticipated events such as fires, explosion, severe weather conditions, earthquake or other natural disasters, personal injury or major accidents, acts of terrorism, prolonged power failures, chemical spills or other operational and logistical problems that we or a third-party on which we rely may experience. Depending on the nature, extent and length of any operational interruption due to any such event, the results could adversely affect our business, financial condition and results of operations.

Raw material price fluctuations and the ability of key suppliers to meet delivery requirements can increase the cost of our products and services, impact our ability to meet commitments to customers and cause us to incur significant liabilities.

The cost of raw materials, including cumene, natural gas and sulfur, is a key element in the cost of our products. Our inability to offset material price inflation through increased prices to customers, formula-based or long-term fixed price contracts with suppliers, productivity actions or commodity hedges could adversely affect our business, financial condition and results of operations.

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Although we believe that our sources of supply for raw materials are generally robust, it is difficult to predict what effects shortages of raw materials or price increases may have in the future. Our ability to manage inventory and meet delivery requirements may be constrained by our suppliers’ inability to scale production and adjust delivery of long lead-time products during periods of fluctuating demand. Our inability to fill our supply needs would jeopardize our ability to fulfill obligations under contracts, which could, in turn, result in reduced sales and profits, contract penalties or terminations and damage to customer relationships.

When possible we have purchased, and we plan to continue to purchase, raw materials, including cumene, natural gas and sulfur, through negotiated medium- or long-term contracts. To the extent that we have been able to achieve favorable terms in our existing negotiated contracts, we may not be able to renew such contracts at the current terms or at all, and this may adversely impact our results of operations. To the extent that the markets for our raw materials significantly change, we may be bound by the terms of our existing supplier contracts and obligated to purchase such raw materials at disadvantaged terms as compared to other market participants.

Our operations require substantial capital and we may not be able to obtain additional capital that we need in the future on favorable terms or at all.

Our industry is capital intensive, and we may require additional capital in the future to finance our growth and development, upgrade and improve our manufacturing capabilities, implement further marketing and sales activities, fund ongoing R&D activities, satisfy regulatory and environmental compliance obligations and meet general working capital needs. Our capital requirements will depend on many factors, including acceptance of and demand for our products, the extent to which we invest in new technology and R&D projects and the status and timing of these developments.

We have historically relied on Honeywell for assistance in satisfying our capital requirements. After the Spin-Off, we will not be able to rely on the earnings, assets or cash flow of Honeywell and Honeywell will not provide funds to finance our capital requirements. As a result, after the Distribution, we will be responsible for obtaining and maintaining sufficient working capital and other funds to satisfy our cash requirements. We may need to seek additional capital in the future and debt or equity financing may not be available to us on terms we find acceptable, if at all. After the Spin-Off, our access to and cost of debt financing will be different from the access to and cost of debt financing prior to the separation from Honeywell. If we incur additional debt or raise equity through the issuance of our preferred stock, the terms of the debt or our preferred stock issued may give the holders rights, preferences and privileges senior to those of holders of our common stock, particularly in the event of liquidation. If we raise funds through the issuance of additional common equity, your ownership in us would be diluted. Also, regardless of the terms of our debt or equity financing, our agreements and obligations under the Tax Matters Agreement that address compliance with Section 355(e) of the Code may limit our ability to issue stock. See “Certain Relationships and Related Party Transactions—Agreements with Honeywell—Tax Matters Agreement.” We believe that, at the time of the Spin-Off, we will have adequate capital resources to meet our projected operating needs, capital expenditures and other cash requirements. However, we may need additional capital resources in the future and if we are unable to obtain sufficient resources for our operating needs, capital expenditures and other cash requirements for any reason, our business, financial condition and results of operations could be adversely affected.

Our operations are dependent on numerous required permits and approvals.

We hold numerous environmental and other governmental permits and approvals authorizing operations at each of our facilities. In addition, any expansion of our operations is dependent upon securing the necessary environmental or other permits or approvals.

A decision by a government agency to deny or delay issuing a new or renewed material permit or approval, or to revoke or substantially modify an existing material permit or approval, could have an adverse effect on our ability to continue operations at the affected facility and on our business, financial condition and results of operations.

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The loss of one or more of our significant customers could adversely affect our business, financial condition and results of operations.

Our business depends on significant customers, many of whom have been doing business with us for decades, and the loss of one or several significant customers may have an adverse effect on our business, financial condition and results of operations. Additionally, our significant customers have the ability to influence pricing and other contract terms. Such influence could increase after the completion of the Spin-Off as our customers may gain access to information that we otherwise in the past would not have publicly disclosed but are required to disclose as a public company.

In 2015, our ten largest customers accounted for approximately 40% of our total sales. Our largest customer is Shaw Industries Group, Inc. (“Shaw”), one of the world’s largest consumers of caprolactam and Nylon 6 resin. We sell Nylon 6 resin and caprolactam to Shaw under a long-term contract. In 2015, 2014 and 2013, our sales to Shaw were 16%, 19% and 17%, respectively, of our total sales. We typically sell to our other customers under short-term contracts with one- to two-year terms or by purchase orders.

If our sales to any of our significant customers were to decline, we may not be able to find other customers to purchase the excess supply of our products. The loss of one or several of our significant customers, or a significant reduction in purchase volume by any of them or significant unfavorable changes to pricing or other terms in contracts with any of them, could have an adverse effect on our business, financial condition and results of operations. We are also subject to credit risk associated with customer concentration. If one or more of our largest customers were to become bankrupt or insolvent, or otherwise were unable to pay for our products, we may incur significant write-offs of accounts that may have an adverse effect on our business, financial condition and results of operations.

We are subject to risks related to adverse trade policies imposed against exports from the United States in certain important markets for our products.

We are subject to a series of antidumping investigations initiated by China’s Ministry of Commerce (“MOFCOM”) covering the import of caprolactam and Nylon 6 resin into China. As a result of these investigations, significant antidumping duties were imposed on our products. In addition, the Mexican government initiated an antidumping investigation on imports of ammonium sulfate into Mexico from the United States which resulted in antidumping duties being imposed on this product. These duties are currently still in place and must be paid by our customers in these countries to purchase our products, placing us at a significant competitive disadvantage in those markets.

In each case, we diligently evaluated our commercial and legal options to defend these investigations and their subsequent sunset reviews. Historically, we have successfully mitigated these risks through geographical mix management so that imposition of duties does not materially affect our business results. However, such duties could have an adverse effect on the sales of key product lines and affect our business performance in the future. For more information regarding the investigations, see “Business—Legal and Regulatory Proceedings—Antidumping Actions.”

There can be no assurance that any governmental or international trade body in the future will not institute trade policies or remedies that are adverse to exports from the United States. Any significant changes in international trade policies, practices or trade remedies, especially those instituted in our target markets or markets where our major customers are located, could potentially increase the price of our products relative to our competitors or decrease our customers’ demand for our products, which in turn may adversely affect our business, financial condition and results of operations.

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We are subject to extensive environmental, health and safety laws and regulations that may result in unanticipated loss or liability, which could adversely affect our business, financial condition and results of operations.

Various federal, state, local and foreign governments regulate the discharge of materials into the environment and can impose substantial fines and criminal sanctions for violations and require installation of costly equipment or operational changes to limit emissions and/or decrease the likelihood of accidental hazardous substance releases. If we are found to be in violation of these laws or regulations, we may incur substantial costs, including fines, damages, criminal or civil sanctions and remediation costs, or experience interruptions in our operations. See “Business—Regulation and Environmental Matters” for more information on the environmental laws and regulations to which we are subject.

Primarily because of our past operations at our current manufacturing locations and other locations used in our operations as currently conducted, we may be subject to potentially material liabilities related to the remediation of environmental hazards and to claims of personal injuries or property damages that may have been or may be caused by hazardous substance releases and exposures or other hazardous conditions. Lawsuits, claims and costs involving these matters may arise in the future. In addition, changes in laws, regulations and enforcement of policies, the discovery of previously unknown contamination or information related to individual sites, the establishment of stricter state or federal toxicity standards with respect to certain contaminants or the imposition of new clean-up requirements or remedial techniques could require us to incur additional costs in the future that would have a negative effect on our business, financial condition and results of operations.

Additionally, there are substantial uncertainties as to the nature, stringency and timing of any future regulations or changes in regulations, including greenhouse gas (“GHG”) and water nutrient regulations. More stringent regulations, especially of GHGs, may require us to make changes in our operating activities that would increase our operating costs, reduce our efficiency, limit our output, require us to make capital improvements to our facilities, increase our costs for or limit the availability of energy, raw materials or transportation or otherwise adversely affect our business, financial condition and results of operations. If enacted, more stringent GHG limitations are likely to have a significant impact on us because our production facilities emit GHGs such as carbon dioxide and nitrous oxide and because natural gas, a fossil fuel, is a primary raw material used in our production process. In addition, to the extent that GHG restrictions are not imposed in countries where our competitors operate or are less stringent than regulations that may be imposed in the United States, our competitors may have cost or other competitive advantages over us.

There is also a risk that one or more of our key raw materials or one or more of our products may be found to have, or be characterized as having, a toxicological or health-related impact on the environment or on our customers or employees, which could potentially result in us incurring liability in connection with such characterization and the associated effects of any toxicological or health-related impact. If such a discovery or characterization occurs, we may incur increased costs in order to comply with new regulatory requirements or the relevant materials or products, including products of our customers incorporating our materials or products, may be recalled or banned. Changes in laws and regulations, or their interpretation, and our customers’ perception of such changes or interpretations may also affect the marketability of certain of our products. Additionally, sales of acetone, which is a List II Chemical under the Toxic Substance Control Act (“TSCA”), are regulated by the Drug Enforcement Act. This classification subjects us to periodic audits by the Drug Enforcement Administration and ongoing restrictions on our acetone sales activities.

Due to concerns related to terrorism, we are subject to various security laws including the Maritime Transportation Security Act of 2002 (“MTSA”) and the Chemical Facilities Anti-Terrorism Standards (“CFATS”) regulation. Our Frankford and Hopewell facilities are regulated facilities under CFATS and MTSA due to the nature of our operations and the proximity of the facilities to the adjacent waterways. Federal, state, local and foreign governments could implement new or impose more stringent regulations affecting the security of our plants, terminals and warehouses or the transportation and use of fertilizers or other chemicals. These regulations could result in higher

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operating costs or limitations on the sale of our products and could result in significant unanticipated costs, lower sales and reduced profit margins. It is possible that federal, state, local and foreign governments could impose additional limitations on the use, sale or distribution of chemicals that we produce and sell, thereby limiting our ability to manufacture or sell those products, or that illicit use of our products could result in liability for us.

Hazards associated with chemical manufacturing, storage and transportation could adversely affect our business, financial condition and results of operations.

There are hazards associated with chemical manufacturing and the related storage and transportation of raw materials, products and wastes. These hazards could lead to an interruption or suspension of operations and have an adverse effect on the productivity and profitability of a particular manufacturing facility or on us as a whole. While we endeavor to provide adequate protection for the safe handling of these materials, issues could be created by various events, including natural disasters, severe weather events, acts of sabotage and performance by third parties, and as a result we could face potential hazards such as piping and storage tank leaks and ruptures, mechanical failure, employee exposure to hazardous substances and chemical spills and other discharges or releases of toxic or hazardous substances or gases.

These hazards may cause personal injury and loss of life, damage to property and contamination of the environment, which could lead to government fines, work stoppage injunctions, lawsuits by injured persons, damage to our public reputation and brand and diminished product acceptance. If such actions are determined adversely to us or there is an associated economic impact to our business, we may have inadequate insurance or cash flow to offset any associated costs. Such outcomes could adversely affect our business, financial condition and results of operations.

Our business, financial condition and results of operations could be adversely affected by litigation and other commitments and contingencies.

We face risks arising from various unasserted and asserted litigation matters, including, but not limited to, product liability and claims for third-party property damage or personal injury stemming from alleged environmental or other torts. We have noted a nationwide trend in purported class actions against chemical manufacturers generally seeking relief such as medical monitoring, property damages, off-site remediation and punitive damages arising from alleged environmental or other torts without claiming present personal injuries. We also have noted a trend in public and private nuisance suits being filed on behalf of states, counties, cities and utilities alleging harm to the general public.

Various factors or developments can lead to changes in current estimates of liabilities such as a final adverse judgment, significant settlement or changes in applicable law. An adverse outcome or unfavorable development in any one or more of these matters could be material to our financial results and could adversely impact the value of any of our brands that are associated with any such matters.

In the ordinary course of business, we may make certain commitments, including representations, warranties and indemnities relating to current and past operations, including those related to divested businesses, and issue guarantees of third-party obligations. Additionally, we will be required to indemnify Honeywell for amounts related to liabilities allocated to, or assumed by, us under each of the Separation and Distribution Agreement, the Employee Matters Agreement and the Tax Matters Agreement. If we were required to make payments, such payments could be significant and could exceed the amounts we have accrued with respect thereto, adversely affecting our business, financial condition and results of operations.

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Our inability to successfully acquire and integrate other businesses, assets, products or technologies or realize the financial and strategic goals that were contemplated at the time of any transaction could adversely affect our business, financial condition and results of operations.

We actively evaluate acquisitions and strategic investments in businesses, products or technologies that we believe could complement or expand our business or otherwise offer growth or cost-saving opportunities. From time to time, we may enter into letters of intent with companies with which we are negotiating for potential acquisitions or investments, or as to which we are conducting due diligence. An investment in, or acquisition of, complementary businesses, products or technologies in the future could materially decrease the amount of our available cash or require us to seek additional equity or debt financing. We may not be successful in negotiating the terms of any potential acquisition, conducting thorough due diligence, financing the acquisition or effectively integrating the acquired business, product or technology into our existing business and operations. Our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product or technology, including issues related to intellectual property, product quality or product architecture, regulatory compliance practices, revenue recognition or other accounting practices or employee or customer issues.

Additionally, in connection with any acquisitions we complete, we may not achieve the synergies or other benefits we expected to achieve, and we may incur unanticipated expenses, write-downs, impairment charges or unforeseen liabilities that could negatively affect our business, financial condition and results of operations, have difficulty incorporating the acquired businesses, disrupt relationships with current and new employees, customers and vendors, incur significant debt or have to delay or not proceed with announced transactions. Further, contemplating or completing an acquisition and integrating an acquired business, product or technology could divert management and employee time and resources from other matters.

Failure to protect our intellectual property could adversely affect our business, financial condition and results of operations.

Intellectual property rights, including patents, trade secrets, confidential information, trademarks, tradenames and trade dress, are important to our business. We will endeavor to protect our intellectual property rights in key jurisdictions in which our products are produced or used. However, we may be unable to obtain protection for our intellectual property in such key jurisdictions. Although we own and have applied for numerous patents and trademarks, we may have to rely on judicial enforcement of our patents and other proprietary rights. Our patents and other intellectual property rights may be challenged, invalidated, circumvented, and rendered unenforceable or otherwise compromised. If we must take legal action to protect, defend or enforce our intellectual property rights, any suits or proceedings could result in significant costs and diversion of our resources and our management’s attention, and we may not prevail in any such suits or proceedings. A failure to protect, defend or enforce our intellectual property could have an adverse effect on our business, financial condition and results of operations. Similarly, third parties may assert claims against us and our customers and distributors alleging our products infringe upon third-party intellectual property rights.

We also rely materially upon unpatented proprietary technology, know-how and other trade secrets to maintain our competitive position. While we maintain policies and internal security measures to protect our trade secrets and other intellectual property, failure to protect this intellectual property could negatively affect our future performance and growth.

Some of our workforce is represented by labor unions so our business could be harmed in the event of a prolonged work stoppage.

Approximately 700 of our employees are unionized, which represents approximately 64% of our employee-base as of December 31, 2015. We cannot predict how stable our union relationships will be or whether we will be able to successfully negotiate successor agreements without impacting our financial condition. In addition, the presence of unions may limit our flexibility in dealing with our workforce. We may experience work stoppages, which could negatively impact our ability to

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manufacture our products on a timely basis, which could negatively impact our business, financial condition and results of operations.

We depend on the recruitment and retention of qualified personnel, and our failure to attract and retain such personnel could adversely affect our business, financial condition and results of operations.

Due to the complex nature of our manufacturing business, our future performance is highly dependent upon the continued services of our key engineering personnel, scientists and executive officers, the development of additional management personnel and the hiring of new qualified engineering, manufacturing, marketing, sales and management personnel for our operations. Competition for qualified personnel in our industry is intense, and we may not be successful in attracting or retaining qualified personnel. The loss of key employees, our inability to attract new qualified employees or adequately train employees, or the delay in hiring key personnel, could negatively affect our business, financial condition and results of operations.

Risks Relating to the Spin-Off

The Spin-Off could result in significant tax liability to Honeywell and its stockholders.

Completion of the Spin-Off is conditioned on Honeywell’s receipt of a written opinion of Cravath, Swaine & Moore LLP to the effect that the Distribution should qualify for non-recognition of gain and loss under Section 355 of the Code. Honeywell can waive receipt of the tax opinion as a condition to the completion of the Spin-Off.

The opinion of counsel does not address any U.S. state or local or foreign tax consequences of the Spin-Off. The opinion assumes that the Spin-Off will be completed according to the terms of the Separation and Distribution Agreement and relies on the facts as stated in the Separation and Distribution Agreement, the Tax Matters Agreement, the other ancillary agreements, this Information Statement and a number of other documents. In addition, the opinion is based on certain representations as to factual matters from, and certain covenants by Honeywell and us. The opinion cannot be relied on if any of the assumptions, representations or covenants is incorrect, incomplete or inaccurate or is violated in any material respect.

The opinion of counsel is not binding on the Internal Revenue Service or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. Honeywell has not requested, and does not intend to request, a ruling from the IRS regarding the U.S. Federal income tax consequences of the Spin-Off.

If the Distribution were determined not to qualify for non-recognition of gain and loss under Section 355(e) of the Code, U.S. Holders could be subject to tax. In this case, each U.S. Holder who receives our common stock in the Distribution would generally be treated as receiving a distribution in an amount equal to the fair market value of our common stock received, which would generally result in (1) a taxable dividend to the U.S. Holder to the extent of that U.S. Holder’s pro rata share of Honeywell’s current and accumulated earnings and profits; (2) a reduction in the U.S. Holder’s basis (but not below zero) in Honeywell common stock to the extent the amount received exceeds the stockholder’s share of Honeywell’s earnings and profits; and (3) a taxable gain from the exchange of Honeywell common stock to the extent the amount received exceeds the sum of the U.S. Holder’s share of Honeywell’s earnings and profits and the U.S. Holder’s basis in its Honeywell common stock. See below and “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off”.

We could have an indemnification obligation to Honeywell if the Distribution were determined not to qualify for non-recognition treatment, which could adversely affect our business, financial condition and results of operations.

If, due to any of our representations being untrue or our covenants being breached, it were determined that the Distribution did not qualify for non-recognition of gain and loss under Section

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355 of the Code, we could be required to indemnify Honeywell for the resulting taxes and related expenses. Any such indemnification obligation could adversely affect our business, financial condition and results of operations.

In addition, Section 355(e) of the Code generally creates a presumption that the Distribution would be taxable to Honeywell, but not to stockholders, if we or our stockholders were to engage in transactions that result in a 50% or greater change by vote or value in the ownership of our stock during the four-year period beginning on the date that begins two years before the date of the Distribution, unless it were established that such transactions and the Distribution were not part of a plan or series of related transactions giving effect to such a change in ownership. If the Distribution were taxable to Honeywell due to such a 50% or greater change in ownership of our stock, Honeywell would recognize gain equal to the excess of the fair market value of our common stock distributed to Honeywell stockholders over Honeywell’s tax basis in our common stock and we generally would be required to indemnify Honeywell for the tax on such gain and related expenses. Any such indemnification obligation could adversely affect our business, financial condition and results of operations. See “Certain Relationships and Related Party Transactions—Agreements with Honeywell—Tax Matters Agreement”.

We intend to agree to numerous restrictions to preserve the non-recognition treatment of the Spin-Off, which may reduce our strategic and operating flexibility.

We intend to agree in the Tax Matters Agreement to covenants and indemnification obligations that address compliance with Section 355 of the Code and preserve the tax-free nature of the Spin-Off. These covenants will include certain restrictions on our activity unless Honeywell gives its consent for us to take a restricted action, which Honeywell is permitted to grant or withhold at its sole discretion. These covenants and indemnification obligations may limit our ability to pursue strategic transactions or engage in new businesses or other transactions that may maximize the value of our business, and might discourage or delay a strategic transaction that our stockholders may consider favorable. See “Certain Relationships and Related Party Transactions—Agreements with Honeywell—Tax Matters Agreement”.

We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off.

We believe that, as an independent, publicly traded company, we will be able to, among other things, design and implement corporate strategies and policies that are targeted to our business, better focus our financial and operational resources on those specific strategies, create effective incentives for our management and employees that are more closely tied to our business performance, provide investors more flexibility and enable us to achieve alignment with a more natural stockholder base and implement and maintain a capital structure designed to meet our specific needs. We may be unable to achieve some or all of the benefits that we expect to achieve as an independent company in the time we expect, if at all. The completion of the Spin-Off will require significant amounts of our management’s time and effort, which may divert management’s attention from operating and growing our business. If we fail to achieve some or all of the benefits that we expect to achieve as an independent company, or do not achieve them in the time we expect, our business, financial condition and results of operations could be adversely affected.

We may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent, publicly traded company, and we may experience increased costs after the Spin-Off.

We have historically operated as part of Honeywell’s corporate organization, and Honeywell has provided us with various corporate functions. Following the Spin-Off, Honeywell will have no obligation to provide us with assistance other than the transition and other services described under “Certain Relationships and Related Party Transactions”. These services do not include every service that we have received from Honeywell in the past, and Honeywell is only obligated to provide the transition services for limited periods following completion of the Spin-Off. Accordingly, following the Spin-Off, we will need to provide internally or obtain from unaffiliated third parties the services

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we currently receive from Honeywell. These services include legal, accounting, information technology, human resources and other infrastructure support, the effective and appropriate performance of which are critical to our operations. We may be unable to replace these services in a timely manner or on terms and conditions as favorable as those we receive from Honeywell. Because our business has historically operated as part of the wider Honeywell organization, we may be unable to successfully establish the infrastructure or implement the changes necessary to operate independently, or may incur additional costs that could adversely affect our business. If we fail to obtain the quality of services necessary to operate effectively or incur greater costs in obtaining these services, our business, financial condition and results of operations may be adversely affected.

We have no recent operating history as an independent, publicly traded company, and our historical combined financial information is not necessarily representative of the results we would have achieved as an independent, publicly traded company and may not be a reliable indicator of our future results.

We derived the historical combined financial information included in this Information Statement from Honeywell’s consolidated financial statements, and this information does not necessarily reflect the results of operations and financial position we would have achieved as an independent, publicly traded company during the periods presented, or those that we will achieve in the future. This is primarily because of the following factors:

• Prior to the Spin-Off, we operated as part of Honeywell’s broader corporate organization, and Honeywell performed various corporate functions for us. Our historical combined financial information reflects allocations of corporate expenses from Honeywell for these and similar functions. These allocations may not reflect the costs we will incur for similar services in the future as an independent publicly traded company.

• We will enter into transactions with Honeywell that did not exist prior to the Spin-Off, such as Honeywell’s provision of transition and other services, which will cause us to incur new costs.

• Our historical combined financial information does not reflect changes that we expect to experience in the future as a result of our separation from Honeywell, including changes in the financing, cash management, operations, cost structure and personnel needs of our business. As part of Honeywell, we enjoyed certain benefits from Honeywell’s operating diversity, size, purchasing power, borrowing leverage and available capital for investments, and we will lose these benefits after the Spin-Off. As an independent entity, we may be unable to purchase goods, services and technologies, such as insurance and health care benefits and computer software licenses, or access capital markets on terms as favorable to us as those we obtained as part of Honeywell prior to the Spin-Off. In addition, our historical combined financial data do not include an allocation of interest expense comparable to the interest expense we will incur as a result of the Internal Transactions and the Spin-Off, including interest expense in connection with the incurrence of indebtedness at AdvanSix.

Following the Spin-Off, we will also be responsible for the additional costs associated with being an independent, publicly traded company, including costs related to corporate governance, investor and public relations and public reporting. While we have been profitable as part of Honeywell, we cannot assure you that our profits will continue at a similar level when we are an independent, publicly traded company. For additional information about our past financial performance and the basis of presentation of our Combined Financial Statements, see “Selected Historical Combined Financial Data”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical Combined Financial Statements and the Notes thereto included elsewhere in this Information Statement.

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We expect to incur new indebtedness concurrently with or prior to the Distribution, and the degree to which we will be leveraged following completion of the Distribution could adversely affect our business, financial condition and results of operations.

In connection with the Spin-Off, we intend to incur indebtedness in the aggregate principal amount of approximately $270 million in the form of term loans, the net proceeds of which will be distributed to Honeywell prior to the consummation of the Spin-Off. We also intend to enter into a $155 million revolving facility to be available for our working capital and other cash needs, and we intend to draw on this facility in the amount of $40 million, before fees, immediately after consummation of the Spin-Off. We have historically relied upon Honeywell to fund our working capital requirements and other cash requirements. After the Distribution, we will not be able to rely on the earnings, assets or cash flow of Honeywell and Honeywell will not provide funds to finance our working capital or other cash requirements. As a result, after the Distribution, we will be responsible for servicing our own debt and obtaining and maintaining sufficient working capital and other funds to satisfy our cash requirements. After the Spin-Off, our access to and cost of debt financing will be different from the historical access to and cost of debt financing under Honeywell. Differences in access to and cost of debt financing may result in differences in the interest rate charged to us on financings, as well as the amount of indebtedness, types of financing structures and debt markets that may be available to us.

Our ability to make payments on and to refinance our indebtedness, including the debt incurred in connection with the Spin-Off, as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings or asset sales. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

The terms of the new indebtedness we expect to incur concurrently in connection with the Distribution will restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations.

We expect that the terms of the indebtedness we expect to incur in connection with the Distribution will include a number of restrictive covenants that impose significant operating and financial restrictions on us and our subsidiaries and limit our ability to engage in actions that may be in our long-term best interests. These may restrict our and our subsidiaries’ ability to take some or all of the following actions:

• incur or guarantee additional indebtedness or sell disqualified or preferred stock;

• pay dividends on, make distributions in respect of, repurchase or redeem capital stock;

• make investments or acquisitions;

• sell, transfer or otherwise dispose of certain assets;

• create liens;

• enter into sale/leaseback transactions;

• enter into agreements restricting the ability to pay dividends or make other intercompany transfers;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our or our subsidiaries’ assets;

• enter into transactions with affiliates;

• prepay, repurchase or redeem certain kinds of indebtedness;

• issue or sell stock of our subsidiaries; and/or

• significantly change the nature of our business.

As a result of all of these restrictions, we may be limited in how we conduct our business and pursue our strategy, unable to raise additional debt financing to operate during general economic or

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business downturns or unable to compete effectively or to take advantage of new business opportunities.

A breach of any of these covenants, if applicable, could result in an event of default under the terms of this indebtedness. If an event of default occurs, the lenders would have the right to accelerate the repayment of such debt and the event of default or acceleration may result in the acceleration of the repayment of any other debt to which a cross-default or cross-acceleration provision applies. Furthermore, the lenders of this indebtedness may require that we pledge our assets as collateral as security for our repayment obligations. If we were unable to repay any amount of this indebtedness when due and payable, the lenders could proceed against any such collateral. In the event our creditors accelerate the repayment of our borrowings, we may not have sufficient assets to repay such indebtedness, which could adversely affect our business, financial condition and results of operations.

Risks Relating to Our Common Stock and the Securities Market

No market for our common stock currently exists and an active trading market may not develop or be sustained after the Spin-Off. Following the Spin-Off our stock price may fluctuate significantly.

There is currently no public market for our common stock. We intend to apply to list our common stock on the New York Stock Exchange. We anticipate that before the Distribution Date, trading of shares of our common stock will begin on a “when-issued” basis and this trading will continue up to and including the Distribution Date. However, an active trading market for our common stock may not develop as a result of the Spin-Off or may not be sustained in the future. The lack of an active market may make it more difficult for stockholders to sell our shares and could lead to our share price being depressed or volatile.

We cannot predict the prices at which our common stock may trade after the Spin-Off. The market price of our common stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including:

• actual or anticipated fluctuations in our results of operations due to factors related to our business;

• success or failure of our business strategies;

• competition and industry capacity;

• changes in interest rates and other factors that affect earnings and cash flow;

• our level of indebtedness, our ability to make payments on or service our indebtedness and our ability to obtain financing as needed;

• our ability to retain and recruit qualified personnel;

• our quarterly or annual earnings, or those of other companies in our industry;

• announcements by us or our competitors of significant acquisitions or dispositions;

• changes in accounting standards, policies, guidance, interpretations or principles;

• the failure of securities analysts to cover our common stock after the Spin-Off;

• changes in earnings estimates by securities analysts or our ability to meet those estimates;

• the operating and stock price performance of other comparable companies;

• investor perception of our company and our industry;

• overall market fluctuations unrelated to our operating performance;

• results from any material litigation or government investigation;

• changes in laws and regulations (including tax laws and regulations) affecting our business;

• changes in capital gains taxes and taxes on dividends affecting stockholders; and

• general economic conditions and other external factors.

Furthermore, our business profile and market capitalization may not fit the investment objectives of some Honeywell stockholders and, as a result, these Honeywell stockholders may sell their shares of our common stock after the Distribution. See “—Substantial sales of our common stock may occur in connection with the Spin-Off, which could cause our stock price to decline.” Low

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trading volume for our stock, which may occur if an active trading market does not develop, among other reasons, would amplify the effect of the above factors on our stock price volatility.

Substantial sales of our common stock may occur in connection with the Spin-Off, which could cause our stock price to decline.

Honeywell stockholders receiving shares of our common stock in the Distribution generally may sell those shares immediately in the public market. It is likely that some Honeywell stockholders, including some of its larger stockholders, will sell their shares of our common stock received in the Distribution if, for reasons such as our business profile or market capitalization as an independent company, we do not fit their investment objectives, or, in the case of index funds, we are not a participant in the index in which they are investing. The sales of significant amounts of our common stock or the perception in the market that this will occur may decrease the market price of our common stock.

We will evaluate whether to pay cash dividends on our common stock in the future, and the terms of our indebtedness will limit our ability to pay dividends on our common stock.

Once the Spin-Off is effective, we will be evaluating whether to pay cash dividends to our stockholders. The timing, declaration, amount and payment of future dividends to stockholders, if any, will fall within the discretion of our Board. Among the items we will consider when establishing a dividend policy will be the capital intensive nature of our business and opportunities to retain future earnings for use in the operation of our business and to fund future growth. Additionally, the terms of the indebtedness we intend to incur in connection with the Spin-Off may limit our ability to pay cash dividends. For more information, see “Dividend Policy”. There can be no assurance that we will pay a dividend in the future or continue to pay any dividend if we do commence paying dividends.

Your percentage ownership in AdvanSix may be diluted in the future.

Your percentage ownership in AdvanSix may be diluted in the future because of common stock-based equity awards that we expect to grant to our directors, officers and other employees. Prior to completion of the Spin-Off, we expect to approve an incentive plan that will provide for the grant of common stock-based equity awards to our directors, officers and other employees. In addition, we may issue equity as all or part of the consideration paid for acquisitions and strategic investments that we may make in the future or as necessary to finance our ongoing operations.

Certain provisions in our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws and Delaware law may discourage takeovers.

Several provisions of our Amended and Restated Certificate of Incorporation, Amended and Restated By-laws and Delaware law may discourage, delay or prevent a merger or acquisition that is opposed by our Board. These include, among others, provisions that:

• provide for staggered terms for directors on our Board for a period following the Spin-Off;

• do not permit our stockholders to act by written consent and require that stockholder action must take place at an annual or special meeting of our stockholders;

• establish advance notice requirements for stockholder nominations and proposals;

• limit the persons who may call special meetings of stockholders; and

• limit our ability to enter into business combination transactions with certain stockholders.

These and other provisions of our Amended and Restated Certificate of Incorporation, Amended and Restated By-laws and Delaware law may discourage, delay or prevent certain types of transactions involving an actual or a threatened acquisition or change in control of AdvanSix, including unsolicited takeover attempts, even though the transaction may offer our stockholders the opportunity to sell their shares of our common stock at a price above the prevailing market price. See “Description of Our Capital Stock—Certain Provisions of Delaware Law, Our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws” for more information.

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Our Amended and Restated Certificate of Incorporation will designate the courts of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Our Amended and Restated Certificate of Incorporation will provide unless we consent in writing to the selection of an alternative forum, the Court of Chancery located within the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of AdvanSix, any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee or stockholder of AdvanSix to AdvanSix or AdvanSix’s stockholders, any action asserting a claim arising pursuant to the Delaware General Corporate Law (“DGCL”) or as to which the DGCL confers jurisdiction on the Court of Chancery located in the State of Delaware or any action asserting a claim governed by the internal affairs doctrine. However, if the Court of Chancery within the State of Delaware does not have jurisdiction, the action may be brought in any other state or federal court located within the State of Delaware. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock will be deemed to have notice of and to have consented to these provisions. This provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our Amended and Restated Certificate of Incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Information Statement contains “forward-looking statements” that involve risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to historical or current facts, but rather are based on current expectations, estimates, assumptions and projections about our industry and our business and financial results. Forward-looking statements often include words such as “anticipates”, “estimates”, “expects”, “projects”, “intends”, “plans”, “believes” and words and terms of similar substance in connection with discussions of future operating or financial performance. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. Our actual results may vary materially from those expressed or implied in our forward-looking statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by us or on our behalf. Our principal risks and uncertainties are set forth in the section entitled “Risk Factors” above.

Any forward-looking statements made by us in this Information Statement speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.

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THE SPIN-OFF

Background

On May 12, 2016, Honeywell announced plans for the complete legal and structural separation of the AdvanSix Business from Honeywell. To effect the separation, Honeywell is undertaking the Internal Transactions described under “Certain Relationships and Related Party Transactions—Agreements with Honeywell—Separation and Distribution Agreement”.

Following the Internal Transactions, Honeywell will distribute all of its equity interest in us, consisting of all of the outstanding shares of our common stock, to holders of Honeywell’s common stock on a pro rata basis. Following the Spin-Off, Honeywell will not own any equity interest in us, and we will operate independently from Honeywell. No approval of Honeywell’s stockholders is required in connection with the Spin-Off, and Honeywell’s stockholders will not have any appraisal rights in connection with the Spin-Off.

Completion of the Spin-Off is subject to the satisfaction, or the Honeywell Board’s waiver, to the extent permitted by law, of a number of conditions. In addition, Honeywell may at any time until the Distribution decide to abandon the Distribution or modify or change the terms of the Distribution. For a more detailed discussion, see “—Conditions to the Spin-Off”.

Reasons for the Spin-Off

Honeywell has regularly reviewed its businesses to confirm that Honeywell’s resources are being put to use in a manner that is in the best interests of Honeywell and its stockholders. In reaching the decision to pursue the Spin-Off, Honeywell considered a range of potential structural alternatives for the AdvanSix Business, including a sale of the AdvanSix Business, and concluded that the Spin-Off is the most attractive alternative for enhancing stockholder value. As part of this evaluation, Honeywell considered a number of factors, including the following potential benefits:

• Strategic Clarity and Flexibility. Following the Spin-Off, Honeywell and AdvanSix will each have a more focused business and be better positioned to invest more in growth opportunities and execute strategic plans best suited to its respective business. The Spin-Off will also allow AdvanSix to enhance its strategic flexibility to respond to industry dynamics.

• Focused Management. The Spin-Off will allow the management of each of Honeywell and AdvanSix to devote its time and attention to the development and implementation of corporate strategies and policies that are based primarily on the specific business characteristics of their respective companies.

• Management Incentives. The Spin-Off will enable AdvanSix to create incentives for its management and employees that are more closely tied to its business performance and stockholder expectations, which will help AdvanSix attract and retain qualified personnel.

• Stockholder Flexibility. The Spin-Off will allow investors to make independent investment decisions with respect to Honeywell and AdvanSix and will enable AdvanSix to achieve alignment with a more natural stockholder base. Investment in one or the other company may appeal to investors with different goals, interests and concerns.

In determining whether to effect the Spin-Off, Honeywell considered the costs and risks associated with the transaction, including the costs associated with preparing AdvanSix to become an independent, publicly traded company, the risk of volatility in our stock price immediately following the Spin-Off due to sales by Honeywell’s stockholders whose investment objectives may not be met by our common stock, the time it may take for us to attract our optimal stockholder base, the possibility of disruptions in our business as a result of the Spin-Off and the risk that the combined trading prices of our common stock and Honeywell’s common stock after the Spin-Off may drop below the trading price of Honeywell’s common stock before the Spin-Off. Honeywell also considered the loss of synergies and scale from operating as one company, including sharing corporate overhead expenses and AdvanSix benefiting from Honeywell’s operating diversity, size, purchasing power, borrowing leverage and available capital for investments, the anticipated loss of which is not reasonably quantifiable. Notwithstanding these costs and risks, taking into account the

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factors discussed above, Honeywell determined that the Spin-Off provided the best opportunity to achieve the above benefits and enhance stockholder value.

When and How You Will Receive AdvanSix Shares

Honeywell will distribute to its stockholders, as a pro rata dividend, shares of our common stock for every shares of Honeywell common stock outstanding as of , the Record Date of the Distribution.

Prior to the Distribution, Honeywell will deliver all of the issued and outstanding shares of our common stock to the distribution agent. will serve as distribution agent in connection with the Distribution and as transfer agent and registrar for our common stock.

If you own Honeywell common stock as of the close of business on , the shares of our common stock that you are entitled to receive in the Distribution will be issued to your account as follows:

• Registered stockholders. If you own your shares of Honeywell common stock directly through Honeywell’s transfer agent, Wells Fargo Stockholder Services, you are a registered stockholder. In this case, the distribution agent will credit the whole shares of our common stock you receive in the Distribution by way of direct registration in book-entry form to a new account with our transfer agent. Registration in book-entry form refers to a method of recording share ownership where no physical stock certificates are issued to stockholders, as is the case in the Distribution. You will be able to access information regarding your book-entry account holding the AdvanSix shares at or by calling .

Commencing on or shortly after the Distribution Date, the distribution agent will mail to you an account statement that indicates the number of whole shares of our common stock that have been registered in book-entry form in your name. We expect it will take the distribution agent up to two weeks after the Distribution Date to complete the distribution of the shares of our common stock and mail statements of holding to all registered stockholders.

• “Street name” or beneficial stockholders. If you own your shares of Honeywell common stock beneficially through a bank, broker or other nominee, the bank, broker or other nominee holds the shares in “street name” and records your ownership on its books. In this case, your bank, broker or other nominee will credit your account with the whole shares of our common stock that you receive in the Distribution on or shortly after the Distribution Date. We encourage you to contact your bank, broker or other nominee if you have any questions concerning the mechanics of having shares held in “street name”.

If you sell any of your shares of Honeywell common stock on or before the Distribution Date, the buyer of those shares may in some circumstances be entitled to receive the shares of our common stock to be distributed in respect of the Honeywell shares you sold. See “—Trading Prior to the Distribution Date” for more information.

We are not asking Honeywell stockholders to take any action in connection with the Spin-Off. We are not asking you for a proxy and request that you not send us a proxy. We are also not asking you to make any payment or surrender or exchange any of your shares of Honeywell common stock for shares of our common stock. The number of outstanding shares of Honeywell common stock will not change as a result of the Spin-Off.

Treatment of Fractional Shares

The distribution agent will not distribute any fractional shares of our common stock in connection with the Spin-Off. Instead, the distribution agent will aggregate all fractional shares into whole shares and sell the whole shares in the open market at prevailing market prices on behalf of Honeywell stockholders entitled to receive a fractional share. The distribution agent will then distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to these holders (net of any required withholding for taxes applicable to each holder). We anticipate that the distribution agent will make these sales in the “when-issued” market, and “when-issued”

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trades will generally settle within four trading days following the Distribution Date. See “—Trading Prior to the Distribution Date” for additional information regarding “when-issued” trading. The distribution agent will, in its sole discretion, without any influence by Honeywell or us, determine when, how, through which broker-dealer and at what price to sell the whole shares. The distribution agent is not, and any broker-dealer used by the distribution agent will not be, an affiliate of either Honeywell or us.

The distribution agent will send to each registered holder of Honeywell common stock entitled to a fractional share a check in the cash amount deliverable in lieu of that holder’s fractional share as soon as practicable following the Distribution Date. We expect the distribution agent to take about two weeks after the Distribution Date to complete the distribution of cash in lieu of fractional shares to Honeywell stockholders. If you hold your shares through a bank, broker or other nominee, your bank, broker or nominee will receive, on your behalf, your pro rata share of the aggregate net cash proceeds of the sales. No interest will be paid on any cash you receive in lieu of a fractional share. The cash you receive in lieu of a fractional share will generally be taxable to you for U.S. Federal income tax purposes. See “—Material U.S. Federal Income Tax Consequences of the Spin-Off” below for more information.

Material U.S. Federal Income Tax Consequences of the Spin-Off

Consequences to U.S. Holders of Honeywell common stock

The following is a summary of the material U.S. Federal income tax consequences to holders of Honeywell common stock in connection with the Distribution. This summary is based on the Code, the Treasury Regulations promulgated under the Code and judicial and administrative interpretations of those laws, in each case as in effect and available as of the date of this Information Statement and all of which are subject to change at any time, possibly with retroactive effect. Any such change could affect the tax consequences described below.

This summary is limited to holders of Honeywell common stock that are U.S. Holders, as defined immediately below, that hold their Honeywell common stock as a capital asset. A “U.S. Holder” is a beneficial owner of Honeywell common stock that is, for U.S. Federal income tax purposes:

• an individual who is a citizen or a resident of the United States;

• a corporation, or other entity taxable as a corporation for U.S. Federal income tax purposes, created or organized under the laws of the United States or any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. Federal income taxation regardless of its source; or

• a trust if (1) a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (2) in the case of a trust that was treated as a domestic trust under law in effect before 1997, a valid election is in place under applicable Treasury Regulations.

This summary does not discuss all tax considerations that may be relevant to stockholders in light of their particular circumstances, nor does it address the consequences to stockholders subject to special treatment under the U.S. Federal income tax laws, such as:

• dealers or traders in securities or currencies;

• tax-exempt entities;

• banks, financial institutions or insurance companies;

• real estate investment trusts, regulated investment companies or grantor trusts;

• persons who acquired Honeywell common stock pursuant to the exercise of employee stock options or otherwise as compensation;

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• stockholders who own, or are deemed to own, 10% or more, by voting power or value, of Honeywell equity;

• stockholders owning Honeywell common stock as part of a position in a straddle or as part of a hedging, conversion or other risk reduction transaction for U.S. Federal income tax purposes;

• certain former citizens or long-term residents of the United States;

• stockholders who are subject to the alternative minimum tax;

• persons who own Honeywell common stock through partnerships or other pass-through entities; or

• persons who hold Honeywell common stock through a tax-qualified retirement plan.

This summary does not address any U.S. state or local or foreign tax consequences or any estate, gift or other non-income tax consequences.

If a partnership, or any other entity treated as a partnership for U.S. Federal income tax purposes, holds Honeywell common stock, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership is urged to consult its own tax advisor as to its tax consequences.

YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE AND LOCAL AND FOREIGN TAX CONSEQUENCES OF THE DISTRIBUTION.

General

Completion of the Spin-Off is conditioned upon Honeywell’s receipt of a written opinion of Cravath, Swaine & Moore LLP, counsel to Honeywell, to the effect that the Distribution should qualify for nonrecognition of gain and loss under Section 355 of the Code. The opinion will be based on the assumption that, among other things, the representations made, and information submitted, in connection with it are accurate. If the Distribution qualifies for this treatment and subject to the qualifications and limitations set forth herein (including the discussion below relating to the receipt of cash in lieu of fractional shares), for U.S. Federal income tax purposes:

• no gain or loss should be recognized by, or be includible in the income of, a U.S. Holder as a result of the Distribution, except with respect to any cash received in lieu of fractional shares;

• the aggregate tax basis of the Honeywell common stock and our common stock held by each U.S. Holder immediately after the Distribution should be the same as the aggregate tax basis of the Honeywell common stock held by the U.S. Holder immediately before the Distribution, allocated between the Honeywell common stock and our common stock in proportion to their relative fair market values on the date of the Distribution (subject to reduction upon the deemed sale of any fractional shares, as described below); and

• the holding period of our common stock received by each U.S. Holder should include the holding period of their Honeywell common stock, provided that such Honeywell common stock is held as a capital asset on the date of the Distribution.

U.S. Holders that have acquired different blocks of Honeywell common stock at different times or at different prices are urged to consult their tax advisors regarding the allocation of their aggregate adjusted tax basis among, and the holding period of, shares of our common stock distributed with respect to such blocks of Honeywell common stock.

If a U.S. Holder receives cash in lieu of a fractional share of common stock as part of the Distribution, the U.S. Holder will be treated as though it first received a distribution of the fractional share in the Distribution and then sold it for the amount of cash actually received. Provided the fractional share is considered to be held as a capital asset on the date of the Distribution, the U.S. Holder will generally recognize capital gain or loss measured by the difference between the cash received for such fractional share and the U.S. Holder’s tax basis in that fractional share, as determined above. Such capital gain or loss will be long-term capital gain or loss if the

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U.S. Holder’s holding period for the Honeywell common stock is more than one year on the date of the Distribution.

The opinion of counsel will not address any U.S. state or local or foreign tax consequences of the Spin-Off. The opinion will assume that the Spin-Off will be completed according to the terms of the Separation and Distribution Agreement and will rely on the facts as stated in the Separation and Distribution Agreement, the Tax Matters Agreement, the other ancillary agreements, this Information Statement and a number of other documents. In addition, the opinion will be based on certain representations as to factual matters from, and certain covenants by, Honeywell and us. The opinion cannot be relied on if any of the assumptions, representations or covenants is incorrect, incomplete or inaccurate or are violated in any material respect.

The opinion of counsel will not be binding on the IRS or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. Honeywell has not requested, and does not intend to request, a ruling from the IRS regarding the U.S. Federal income tax consequences of the Spin-Off.

If the Distribution were determined not to qualify for non-recognition of gain and loss, the above consequences would not apply and U.S. Holders could be subject to tax. In this case, each U.S. Holder who receives our common stock in the Distribution would generally be treated as receiving a distribution in an amount equal to the fair market value of our common stock received, which would generally result in:

• a taxable dividend to the U.S. Holder to the extent of that U.S. Holder’s pro rata share of Honeywell’s current and accumulated earnings and profits;

• a reduction in the U.S. Holder’s basis (but not below zero) in Honeywell common stock to the extent the amount received exceeds the stockholder’s share of Honeywell’s earnings and profits; and

• a taxable gain from the exchange of Honeywell common stock to the extent the amount received exceeds the sum of the U.S. Holder’s share of Honeywell’s earnings and profits and the U.S. Holder’s basis in its Honeywell common stock.

Backup Withholding and Information Statement

Payments of cash in lieu of a fractional share of our common stock may, under certain circumstances, be subject to “backup withholding”, unless a U.S. Holder provides proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with the requirements of the backup withholding rules. Corporations will generally be exempt from backup withholding, but may be required to provide a certification to establish their entitlement to the exemption. Backup withholding is not an additional tax, and it may be refunded or credited against a U.S. Holder’s U.S. Federal income tax liability if the required information is timely supplied to the IRS.

Treasury Regulations require each Honeywell stockholder that, immediately before the Distribution, owned 5% or more (by vote or value) of the total outstanding stock of Honeywell to attach to such stockholder’s U.S. Federal income tax return for the year in which the Distribution occurs a statement setting forth certain information related to the Distribution.

Consequences to Honeywell

The following is a summary of the material U.S. Federal income tax consequences to Honeywell in connection with the Spin-Off that may be relevant to holders of Honeywell common stock.

As discussed above, completion of the Spin-Off is conditioned upon Honeywell’s receipt of a written opinion of Cravath, Swaine & Moore LLP, counsel to Honeywell, to the effect that the Distribution should qualify for nonrecognition of gain and loss under Section 355 of the Code. If the Distribution qualifies for nonrecognition of gain and loss under Section 355 of the Code, no gain or loss should be recognized by Honeywell as a result of the Distribution (other than income or gain arising from any imputed income or other adjustment to Honeywell, us or our respective subsidiaries

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if and to the extent that the Separation and Distribution Agreement or any ancillary agreement is determined to have terms that are not at arm’s length). The opinion of counsel is subject to the qualifications and limitations as are set forth above under “—Consequences to U.S. Holders of Honeywell common stock”.

If the Distribution were determined not to qualify for non-recognition of gain and loss under Section 355 of the Code, then Honeywell would recognize gain equal to the excess of the fair market value of our common stock distributed to Honeywell stockholders over Honeywell’s tax basis in our common stock.

Indemnification Obligation

If, due to any of our representations being untrue or our covenants being breached, it were determined that the Distribution did not qualify for non-recognition of gain and loss under Section 355 of the Code, we could be required to indemnify Honeywell for taxes resulting from the recognition of gain described above and related expenses. In addition, current tax law generally creates a presumption that the Distribution would be taxable to Honeywell, but not to holders, if we or our stockholders were to engage in transactions that result in a 50% or greater change by vote or value in the ownership of our stock during the four-year period beginning on the date that begins two years before the date of the Distribution, unless it were established that such transactions and the Distribution were not part of a plan or series of related transactions giving effect to such a change in ownership. If the Distribution were taxable to Honeywell due to such a 50% or greater change in ownership of our stock, Honeywell would recognize gain equal to the excess of the fair market value of our common stock distributed to Honeywell stockholders over Honeywell’s tax basis in our common stock and we generally would be required to indemnify Honeywell for the tax on such gain and related expenses.

Results of the Spin-Off

After the Spin-Off, we will be an independent, publicly traded company. Immediately following the Spin-Off, we expect to have approximately beneficial holders of shares of our common stock and approximately shares of our common stock outstanding, based on the number of Honeywell stockholders and shares of Honeywell common stock outstanding on . The actual number of shares of our common stock Honeywell will distribute in the Spin-Off will depend on the actual number of shares of Honeywell common stock outstanding on the Record Date, which will reflect any issuance of new shares or exercises of outstanding options pursuant to Honeywell’s equity plans, and any repurchase of Honeywell shares by Honeywell under its common stock repurchase program, on or prior to the Record Date. Shares of Honeywell common stock held by Honeywell as treasury shares will not be considered outstanding for purposes of, and will not be entitled to participate in, the Distribution. The Spin-Off will not affect the number of outstanding shares of Honeywell common stock or any rights of Honeywell stockholders. However, following the Distribution, the equity value of Honeywell will no longer reflect the value of the AdvanSix Business. There can be no assurance that the combined trading prices of the Honeywell common stock and our common stock will equal or exceed what the trading price of Honeywell common stock would have been in absence of the Spin-Off.

Before our separation from Honeywell, we intend to enter into a Separation and Distribution Agreement and several other agreements with Honeywell related to the Spin-Off. These agreements will govern the relationship between us and Honeywell up to and after completion of the Spin-Off and allocate between us and Honeywell various assets, liabilities, rights and obligations, including employee benefits, environmental, intellectual property and tax-related assets and liabilities. We describe these arrangements in greater detail under “Certain Relationships and Related Party Transactions—Agreements with Honeywell”.

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Listing and Trading of Our Common Stock

As of the date of this Information Statement, we are a wholly owned subsidiary of Honeywell. Accordingly, no public market for our common stock currently exists, although a “when-issued” market in our common stock may develop prior to the Distribution. See “—Trading Prior to the Distribution Date” below for an explanation of a “when-issued” market. We intend to list our shares of common stock on the New York Stock Exchange under the symbol “ASIX”. Following the Spin-Off, Honeywell common stock will continue to trade on the New York Stock Exchange under the symbol “HON”.

Neither we nor Honeywell can assure you as to the trading price of Honeywell common stock or our common stock after the Spin-Off, or as to whether the combined trading prices of our common stock and the Honeywell common stock after the Spin-Off will equal or exceed the trading prices of Honeywell common stock prior to the Spin-Off. The trading price of our common stock may fluctuate significantly following the Spin-Off. See “Risk Factors—Risks Relating to Our Common Stock and the Securities Market” for more detail.

The shares of our common stock distributed to Honeywell stockholders will be freely transferable, except for shares received by individuals who are our affiliates. Individuals who may be considered our affiliates after the Spin-Off include individuals who control, are controlled by or are under common control with us, as those terms generally are interpreted for federal securities law purposes. These individuals may include some or all of our directors and executive officers. Individuals who are our affiliates will be permitted to sell their shares of our common stock only pursuant to an effective registration statement under the Securities Act of 1933, or the “Securities Act”, or an exemption from the registration requirements of the Securities Act, such as those afforded by Section 4(a)(1) of the Securities Act or Rule 144 thereunder.

Trading Prior to the Distribution Date

We expect a “when-issued” market in our common stock to develop as early as two trading days prior to the Record Date for the Distribution and continue up to and including the Distribution Date. “When-issued” trading refers to a sale or purchase made conditionally on or before the Distribution Date because the securities of the spun-off entity have not yet been distributed. If you own shares of Honeywell common stock at the close of business on the Record Date, you will be entitled to receive shares of our common stock in the Distribution. You may trade this entitlement to receive shares of our common stock, without the shares of Honeywell common stock you own, on the “when-issued” market. We expect “when-issued” trades of our common stock to settle within four trading days after the Distribution Date. On the first trading day following the Distribution Date, we expect that “when-issued” trading of our common stock will end and “regular-way” trading will begin.

We also anticipate that, as early as two trading days prior to the Record Date and continuing up to and including the Distribution Date, there will be two markets in Honeywell common stock: a “regular-way” market and an “ex-distribution” market. Shares of Honeywell common stock that trade on the regular-way market will trade with an entitlement to receive shares of our common stock in the Distribution. Shares that trade on the ex-distribution market will trade without an entitlement to receive shares of our common stock in the Distribution. Therefore, if you sell shares of Honeywell common stock in the regular-way market up to and including the Distribution Date, you will be selling your right to receive shares of our common stock in the Distribution. However, if you own shares of Honeywell common stock at the close of business on the Record Date and sell those shares on the ex-distribution market up to and including the Distribution Date, you will still receive the shares of our common stock that you would otherwise be entitled to receive in the Distribution.

If “when-issued” trading occurs, the listing for our common stock is expected to be under a trading symbol different from our regular-way trading symbol. We will announce our “when-issued” trading symbol when and if it becomes available. If the Spin-Off does not occur, all “when-issued” trading will be null and void.

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Conditions to the Spin-Off

We expect that the Separation will be effective on the Distribution Date, provided that the following conditions shall have been satisfied or waived by Honeywell:

• the Honeywell Board shall have approved the Internal Transactions and Distribution and not withdrawn such approval, and shall have declared the dividend of our common stock to Honeywell stockholders;

• the ancillary agreements contemplated by the Separation and Distribution Agreement shall have been executed by each party to those agreements;

• the SEC shall have declared effective our Registration Statement on Form 10, of which this Information Statement is a part, under the Exchange Act, and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC;

• our common stock shall have been accepted for listing on the New York Stock Exchange or another national securities exchange approved by Honeywell;

• Honeywell shall have received the written opinion of Cravath, Swaine & Moore LLP, which shall remain in full force and effect that, subject to the accuracy of and compliance with certain representations, warranties and covenants, the Distribution should qualify for non-recognition of gain and loss under Section 355 of the Code;

• the Internal Transactions (as described in “Certain Relationships and Related Party Transactions—Agreements with Honeywell—Separation and Distribution Agreement”) shall have been completed;

• no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution shall be in effect, and no other event outside the control of Honeywell shall have occurred or failed to occur that prevents the consummation of the Distribution;

• no other events or developments shall have occurred prior to the Distribution Date that, in the judgment of the Honeywell Board, would result in the Distribution having a material adverse effect on Honeywell or its stockholders;

• prior to the Distribution Date, this Information Statement shall have been mailed to the holders of Honeywell common stock as of the Record Date;

• Honeywell shall have duly elected the individuals to be listed as members of our post-Distribution Board in this Information Statement; and

• immediately prior to the Distribution Date, our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws, each in substantially the form filed as an exhibit to the Registration Statement on Form 10 of which this Information Statement is a part, shall be in effect.

Any of the above conditions may be waived by the Honeywell Board to the extent such waiver is permitted by law. If the Honeywell Board waives any condition prior to the effectiveness of the Registration Statement on Form 10, of which this Information Statement Forms a part, and the result of such waiver is material to Honeywell stockholders, we will file an amendment to the Registration Statement on Form 10, of which this Information Statement forms a part, to revise the disclosure in the Information Statement accordingly. In the event that Honeywell waives a condition after this Registration Statement becomes effective and such waiver is material, we would communicate such change to Honeywell’s stockholders by filing a Form 8-K describing the change.

The fulfillment of the above conditions will not create any obligation on Honeywell’s part to complete the Spin-Off. We are not aware of any material federal, foreign or state regulatory requirements with which we must comply, other than SEC rules and regulations, or any material approvals that we must obtain, other than the approval for listing of our common stock and the SEC’s declaration of the effectiveness of the Registration Statement, in connection with the Distribution. Honeywell may at any time until the Distribution decide to abandon the Distribution or modify or change the terms of the Distribution.

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DIVIDEND POLICY

Once the Spin-Off is effective, we will be evaluating whether to pay cash dividends to our stockholders. The timing, declaration, amount and payment of future dividends to stockholders, if any, will fall within the discretion of our Board. Among the items we will consider when establishing a dividend policy will be the capital intensive nature of our business and opportunities to retain future earnings for use in the operation of our business and to fund future growth. Additionally, the terms of the indebtedness we intend to incur in connection with the Spin-Off may limit our ability to pay cash dividends. There can be no assurance that we will pay a dividend in the future or continue to pay any dividend if we do commence the payment of dividends.

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CAPITALIZATION

The following table sets forth our cash and capitalization as of June 30, 2016, on a historical basis and on an as adjusted basis to give effect to the Spin-Off and the transactions related to the Spin-Off, as if they occurred on June 30, 2016. You should review the following table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical Combined Financial Statements and the accompanying Notes thereto included elsewhere in this Information Statement. For information on how each adjustment in the following table was computed, including a discussion of significant assumptions and estimates used to arrive at such adjustments, refer to the indicated note in the notes accompanying our pro forma combined financial statements included elsewhere in this Information Statement.

	June 30, 2016
	Historical as Reported				Notes	As Adjusted
(Dollars in thousands)
Cash and cash equivalents		$	—		(b)		$	36,894
Capitalization
Indebtedness:
Current debt		$	—				$	—
Long-term debt			—		(f)			306,894
Total indebtedness			—					306,894
Equity:
Common Stock, par value $0.01		$	—				$	—
Additional paid in capital			—		(c)(d)(j)			254,242
Accumulated other comprehensive loss			(1,474	)				(1,474	)
Invested equity			522,977		(d)			—
Total equity			521,503					252,768
Total capitalization		$	521,103				$	559,662

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SELECTED HISTORICAL COMBINED FINANCIAL DATA

The following tables present certain selected historical combined financial information as of and for each of the years in the five-year period ended December 31, 2015 and as of June 30, 2016 and for the six months ended June 30, 2016 and 2015. The selected historical combined financial data as of December 31, 2015 and 2014, and for each of the years in the three-year period ended December 31, 2015, are derived from our historical audited Combined Financial Statements included elsewhere in this Information Statement. The selected historical combined financial data as of December 31, 2013, 2012 and 2011 and for the years ended December 31, 2012 and 2011 are derived from our unaudited combined financial information that is not included in this Information Statement. The selected historical combined financial data as of June 30, 2016 and for the six months ended June 30, 2016 and 2015 are derived from our unaudited Combined Financial Statements included elsewhere in this Information Statement. The unaudited Combined Financial Statements have been prepared on the same basis as the audited Combined Financial Statements and, in the opinion of our management, include all adjustments, consisting of only ordinary recurring adjustments, necessary for a fair statement of the information set forth in this Information Statement.

The selected historical combined financial data presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical Combined Financial Statements and the accompanying Notes thereto included elsewhere in this Information Statement. For each of the periods presented, our business was wholly owned by Honeywell. The financial information included herein may not necessarily reflect our financial position, results of operations and cash flows in the future or what our financial position, results of operations and cash flows would have been had we been an independent, publicly traded company during the periods presented. In addition, our historical combined financial information does not reflect changes that we expect to experience in the future as a result of our separation from Honeywell, including changes in the financing, operations, cost structure and personnel needs of our business. Further, the historical combined financial information includes allocations of certain Honeywell corporate expenses, as described in “Note 3—Related Party Transactions with Honeywell” to the historical Combined Financial Statements. We believe the assumptions and methodologies underlying the allocation of these expenses are reasonable. However, such expenses may not be indicative of the actual level of expense that we would have incurred if we had operated as an independent, publicly traded company or of the costs expected to be incurred in the future.

	Six Months Ended June 30,						Year Ended December 31,
	2016			2015			2015			2014			2013			2012			2011
(Dollars in thousands)
Selected Statement of Operations Information:
Sales		$	608,248		$	677,670		$	1,329,409		$	1,790,372		$	1,766,586		$	1,788,669		$	1,481,924
Net Income			42,402			28,027			63,776			83,858			118,746			166,155			165,767

	As of June 30,			As of December 31,
	2016			2015			2014			2013			2012			2011
(Dollars in thousands)
Selected Balance Sheet Information:
Total assets		$	867,207		$	840,986		$	823,048		$	733,981		$	650,523		$	650,673
Total liabilities			345,704			361,916			406,293			313,407			303,721			265,472
Total equity			521,503			479,070			416,755			420,574			346,802			385,201

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UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial statements of AdvanSix consist of the unaudited pro forma combined statements of operations for the six months ended June 30, 2016 and the year ended December 31, 2015 and an unaudited pro forma combined balance sheet as of June 30, 2016. The unaudited pro forma condensed financial statements have been derived from our historical Combined Financial Statements included elsewhere in this Information Statement, and are not intended to be a complete presentation of our financial position or results of operations had the transactions contemplated by the Separation and Distribution Agreement and related agreements occurred as of the dates indicated. The unaudited pro forma combined financial statements should be read in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical Combined Financial Statements and the accompanying Notes included elsewhere in this Information Statement.

The unaudited pro forma combined statements of operations for the six months ended June 30, 2016 and for the year ended December 31, 2015 reflect our results as if the Spin-Off and related transactions described below had occurred as of January 1, 2015. The unaudited pro forma combined balance sheet as of June 30, 2016 reflects our results as if the Spin-Off and related transactions described below had occurred as of such date.

The unaudited pro forma combined financial statements give effect to the following:

• the contribution by Honeywell to us, pursuant to the Separation and Distribution Agreement, of all the assets and liabilities that comprise our business;

• the anticipated post-Distribution capital structure, consisting of (i) the incurrence of approximately $270 million of indebtedness in the form of term loans and the making of the approximately $270 million cash distribution to Honeywell (ii) the intended draw on the $155 million revolving facility in the amount of $40 million immediately after the consummation of the Spin-Off and (iii) the issuance of up to approximately shares of our common stock to holders of Honeywell common stock. This number of shares is based upon the number of Honeywell common shares outstanding on and a distribution ratio of shares of our common stock for every shares of Honeywell common stock outstanding on the record date of the Distribution. This distribution ratio is used solely for purposes of preparing the unaudited pro forma combined financial statements and does not reflect the actual number of shares of our common stock that will be issued to Honeywell and distributed in the Distribution; and

• the impact of, and transactions contemplated by, the Separation and Distribution Agreement, Employee Matters Agreement, Tax Matters Agreement and other agreements related to the Distribution between us and Honeywell and the provisions contained therein.

The unaudited pro forma combined financial statements are subject to the assumptions and adjustments described in the accompanying notes that reflect the expected impacts of events directly attributable to the Spin-Off and that are factually supportable and, for purposes of statements of operations, are expected to have a continuing impact on us. Our management believes that these assumptions and adjustments are reasonable under the circumstances and given the information available at this time. However, these adjustments are subject to change as we and Honeywell finalize the terms of the Separation and Distribution Agreement and the other agreements related to the Distribution. The unaudited pro forma combined financial statements are provided for illustrative and informational purposes only and are not necessarily indicative of our future results of operations or financial condition as an independent, publicly traded company.

The operating expenses reported in our historical combined statements of operations include allocations of certain Honeywell costs. These costs include the allocation of all Honeywell corporate costs, shared services and other related costs that benefit us.

As a stand-alone public company, we expect to incur additional recurring costs. Our preliminary estimates of the additional recurring costs expected to be incurred annually are approximately . The significant assumptions involved in determining our estimates of recurring costs of being a stand-alone public company include:

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• costs to perform financial reporting, tax, regulatory compliance, corporate governance, treasury, legal, internal audit and investor relations activities;

• compensation, including equity-based awards, and benefits with respect to new and existing positions;

• insurance premiums;

• depreciation and amortization related to information technology infrastructure investments; and

• the type and level of other costs expected to be incurred.

No pro forma adjustments have been made to our financial statements to reflect the additional costs and expenses described above because they are projected amounts based on estimates and would not be factually supportable.

We currently estimate expenses that we will incur during our transition to being a stand-alone public company to be approximately . We have not adjusted the accompanying unaudited pro forma combined statements of operations for these estimated expenses as they are not expected to have an ongoing impact on our operating results. We anticipate that substantially all of these expenses will be incurred within months of the Distribution. These expenses primarily relate to the following:

• accounting, tax and other professional costs pertaining to our separation and establishment as a stand-alone public company;

• compensation, such as modifications to certain bonus awards, upon completion of the separation;

• relocation costs;

• recruiting and relocation costs associated with hiring key senior management personnel new to our company;

• costs related to establishing our new brand in the marketplace; and

• costs to separate information systems.

Due to the scope and complexity of these activities, the amount of these costs could increase or decrease materially and the timing of incurrence could change.

We are in the process of assessing the extent of the impact, if any, that may arise in connection with certain welfare, benefit and/or pension plans which may be contemplated for a portion of our employee population. No pro forma adjustments have been made to our financial statements to reflect this potential impact because the estimation of any such impact at this time would be speculative and would not be factually supportable.

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UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2016
(Dollars in thousands, except per share data)

	Historical as Reported				Pro Forma Adjustments(1)				Notes	As Adjusted
Sales		$	608,248			$	(116	)	(i)		$	608,132
Costs and expenses:
Costs of goods sold			519,379									519,379
Selling, general and administrative expenses			22,254									22,254
Other non-operating, net			(1,157	)								(1,157	)
			540,476									540,476
Income from Operations
Interest expense			—				5,350		(e)			5,350
Other expense, net			—
Income before taxes			67,772				(5,464	)				62,306
Income taxes			25,370				(1,790	)	(a)			23,580
Net income		$	42,402			$	(3,674	)			$	38,726
Earnings Per Share
Basic									(g)		$
Diluted									(h)		$
Weighted-average number of shares outstanding
Basic									(g)
Diluted									(h)

(1) The change in our cost structure related to our company becoming an independent, publicly traded company is not reflected above.

See accompanying notes to the unaudited pro forma combined financial statements.

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UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2015
(Dollars in thousands, except per share data)

	Historical as Reported				Pro Forma Adjustments(1)				Notes	As Adjusted
Sales		$	1,329,409			$	286		(i)		$	1,329,695
Costs and expenses:
Costs of goods sold			1,179,651									1,179,651
Selling, general and administrative expenses			52,398									52,398
Other non-operating, net			(2,877	)								(2,877	)
			1,229,172									1,229,172
Income from Operations
Interest expense			—				9,562		(e)			9,562
Other expense, net			—				—					—
Income before taxes			100,237				(9,276	)				90,961
Income taxes			36,461				(2,516	)	(a)			33,945
Net income		$	63,776			$	(6,760	)			$	57,016
Earnings Per Share
Basic									(g)		$
Diluted									(h)		$
Weighted-average number of shares outstanding
Basic									(g)
Diluted									(h)

(1) The change in our cost structure related to our company becoming an independent, publicly traded company is not reflected above.

See accompanying notes to the unaudited pro forma combined financial statements.

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UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF JUNE 30, 2016
(Dollars in thousands)

	Historical As Reported				Pro Forma Adjustments(1)				Notes	As Adjusted
ASSETS
Current assets:
Cash and cash equivalents		$	—			$	36,894		(b)		$	36,894
Accounts receivable—net			142,749				—					142,749
Inventories			134,304				—					134,304
Deferred income taxes			—				—					—
Other current assets			6,117				—					6,117
Total current assets			283,170				36,894					320,064
Property, plant and equipment—net			539,642				—					539,642
Goodwill			15,005				—					15,005
Other assets			29,390				(38	)	(j)			29,352
Total assets		$	867,207			$	36,856				$	904,063
LIABILITIES
Current liabilities:
Accounts payable		$	181,518			$	—				$	181,518
Accrued liabilities			18,213				(2,040	)	(c)			16,173
Current portion of long-term debt			—				—					—
Deferred income and customer advances			2,671				—					2,671
Total current liabilities			202,402				(2,040	)				200,362
Deferred income taxes			139,607				737		(j)			140,344
Long-term debt			—				306,894		(f)			306,894
Other liabilities			3,695				—					3,695
Total liabilities			345,704				305,591					651,295
CONTINGENCIES (Note 8)
EQUITY
Common Stock, par value $0.01			—				—					—
Additional paid in capital			—				254,242		(c)(d)(j)			254,242
Accumulated other comprehensive loss			(1,474	)			—					(1,474	)
Invested equity			522,977				(522,977	)	(d)			—
Total equity			521,503				(268,735	)				252,768
Total liabilities and equity		$	867,207			$	36,856				$	904,063

(1) The change in our cost structure related to our company becoming an independent, publicly traded company is not reflected above.

See accompanying notes to the unaudited pro forma combined financial statements.

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NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

(a)

This adjustment was calculated by applying the statutory tax rate to the pre-tax pro forma adjustments and reflects the estimated tax effects of $1.8 million and $2.5 million for the six months ended June 30, 2016 and the year ended December 31, 2015, respectively. The statement of operations reflects a tax provision calculated on a separate return basis to account for losses generated by Honeywell’s Resins and Chemicals business that are not expected to be utilized by AdvanSix on a standalone basis, but will be utilized by other Honeywell businesses in a combined tax filing.

(b)

Represents adjustments to cash as follow:

(Dollars in thousands)
Cash received from incurrence of term loan	$	270,000
Cash received from draw on revolving facility		40,000
Cash distribution to Honeywell		(270,000	)
Cash paid for debt issuance costs		(3,106	)
Total pro forma adjustment to cash	$	36,894

(c)	Reflects an adjustment to assets and liabilities reflected in our historical Combined Financial Statements that will not be retained after the distribution which is comprised of a reserve for a remediation claim related to a former location of our business.
(d)	Represents the reclassification of Honeywell’s net investment in us, which was recorded in invested equity, into additional paid-in-capital and common stock to reflect the assumed issuance of approximately shares of our common stock at a par value of $0.01 pursuant to the Separation and Distribution Agreement immediately prior to the Spin-Off. We have assumed the number of outstanding shares of our common stock based on the number of shares of Honeywell common stock outstanding on and a distribution ratio of shares of our common stock for every         shares of Honeywell common stock.
(e)	Represents adjustments to interest expense resulting from the assumed incurrence of $310 million of total indebtedness in connection with the Spin-Off as follows:

	For the Six Months Ended June 30,			For the Year Ended December 31,
	2016			2015
(Dollars in thousands)
Interest expense on assumed $270 million term loan with an assumed interest rate of 3.1%		$	4,206		$	7,421
Interest expense on assumed $40 million draw on revolving facility with an assumed interest rate of 3.1%			623			1,099
Amortization of debt issuance costs			521			1,042
Total pro forma adjustment to interest expense		$	5,350		$	9,562

A 1/8% variance in the assumed interest rate on the debt incurrence would change the annual interest expense by $0.4 million.

(f)	Reflects the assumed incurrence of $310 million of total indebtedness, consisting of $270 million incurred in the form of term loans and a draw of $40 million on the revolving facility immediately after the consummation of the Spin-Off.
(g)	Pro forma basic earnings per share (EPS) and pro forma weighted-average basic number of shares outstanding are based on the number of Honeywell basic weighted-average shares outstanding for the six months ended June 30, 2016, and for the year ended December 31, 2015, adjusted for a distribution ratio of shares of AdvanSix common stock for every shares of Honeywell common stock outstanding.
(h)	Pro forma diluted EPS and pro forma weighted-average diluted shares outstanding are based on the number of Honeywell weighted-average diluted shares outstanding for the six months ended June 30, 2016, and for the year ended December 31, 2015, adjusted for a distribution ratio of shares of AdvanSix common stock for every shares of Honeywell common stock

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	outstanding. Due to the fact that outstanding awards granted to our employees under Honeywell’s stock-based compensation plans will be settled by Honeywell and in Honeywell common stock, we have only adjusted the pro forma diluted EPS and pro forma weighted-average diluted number of shares outstanding to give effect to the potential dilution from the issuance of restricted stock units to certain AdvanSix executives upon consummation of the Spin-Off. These awards are substitutes for the awards these executives received under Honeywell’s stock-based compensation programs which will be forfeited upon consummation of the Spin-Off. While the actual impact on a go-forward basis will depend on various factors, we believe the estimate yields a reasonable approximation of the future potentially dilutive impact of AdvanSix’s equity plans.
(i)	A supply agreement will be put in place for the sale of certain products to Honeywell that were previously an intercompany transaction. The proforma adjustment reflects the margin based on the negotiated agreement that will be in place at time of the Distribution. See “Certain Relationships and Related Party Transactions—Agreements with Honeywell—Ongoing Commercial Arrangements—Supply Arrangements”.
(j)	Other assets, deferred income taxes and additional paid in captial were adjusted to remove the deferred tax asset associated with the reserve adjustment described in (c) above.

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BUSINESS

Introduction

We are a leading manufacturer of Nylon 6, a polymer resin which is a synthetic material used by our customers to produce engineered plastics, fibers, filaments and films that, in turn, are used in such end-products as automotive and electronic components, carpets, sports apparel, fishing nets and food and industrial packaging. As a result of our backward integration and the configuration of our manufacturing facilities, we also sell the following other products, all of which are produced as part of the Nylon 6 resin manufacturing process:

• Caprolactam. Caprolactam is the key chemical compound used in the production of Nylon 6 resin. In recent years, approximately 50% of the caprolactam we have produced at our facility in Hopewell, Virginia has been shipped to our facility in Chesterfield, Virginia to manufacture Nylon 6 resin. We market and sell the caprolactam that is not consumed internally in Nylon 6 resin production to customers who manufacture polymer resins or use caprolactam to produce nylon fibers, films and other nylon products. Our Hopewell manufacturing facility is the world’s largest single-site producer of caprolactam as of December 31, 2015.

• Ammonium sulfate fertilizer. Ammonium sulfate fertilizer is a co-product of the caprolactam manufacturing process. Because of our Hopewell facility’s size and scale, we are the world’s largest single-site producer of ammonium sulfate fertilizer as of December 31, 2015. We market and sell ammonium sulfate fertilizer primarily to North American and South American resellers and customers who use the product to grow high-quality crops.

• Acetone and other intermediate chemicals. We manufacture, market and sell a number of other chemical co-products that are derived from the chemical processes within our integrated supply chain. Most significant is acetone which is used by our customers in the production of adhesives, paints, coatings, solvents, herbicides and other engineered plastic resins. Other intermediate chemicals that we manufacture, market and sell include phenol, alpha-methylstyrene (“AMS”), cyclohexanone, methyl ethyl ketoxime (“MEKO”), cyclohexanol, acetaldehyde oxime, 2-pentanone oxime, sulfuric acid, ammonia and carbon dioxide.

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As depicted on the following chart, our manufacturing process is fully backward integrated. We use cumene, a chemical compound produced from benzene and propylene, to manufacture phenol and its co-products, acetone and AMS, at our Frankford plant. The majority of the phenol we manufacture is further processed at our Hopewell facility through an integrated series of unit operations which also consume natural gas and sulfur, to produce caprolactam and its co-product ammonium sulfate. Our caprolactam is then shipped to our Chesterfield plant, where it is polymerized into Nylon 6 resin.

Our integrated manufacturing process, scale and the quantity and range of our co-products make us one of the most efficient manufacturers in our industry. We consistently focus on and invest in improving production yields from our various manufacturing processes to build on our leading cost position. Our global logistics infrastructure supports our commercial mission by ensuring a reliable intraplant supply chain and consistent and timely delivery to our customers while maximizing our distribution resources and our operating efficiency. In addition, we strive to understand the product applications and end-markets into which our products are sold, which helps us upgrade the quality, chemical properties or packaging of our products in ways to attract price premiums and greater demand.

All of our manufacturing plants and operations are located in the United States. We serve approximately 500 customers globally located in more than 40 countries. For the years ended December 31, 2015, 2014 and 2013, we had sales of $1,329.4 million, $1,790.4 million and $1,766.6 million and net income of $63.8 million, $83.9 million and $118.7 million, respectively. For the years ended December 31, 2015, 2014 and 2013, our sales to customers located outside the United States were $355.8 million, $502.3 million and $533.5 million, respectively. For the six months ended June 30, 2016 and 2015, we had sales of $608.2 million and $677.7 million, respectively, of which $128.4 million and $175.6 million were to customers located outside the United States. Net income for the periods was $42.4 million and $28.0 million, respectively.

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The following charts illustrate the breakdown of our sales by product category and by region, measured by the destination of each sale, for the year ended December 31, 2015:

Competitive Strengths

Our competitive strengths include the following:

Largest Single-Site Producer of Caprolactam. We operate the world’s largest single-site caprolactam production facility, which is a competitive advantage in our highly fragmented industry. Our scale provides operating leverage and the opportunity to achieve stronger business performance than our competitors in several ways. Most fundamentally, our large scale enables us to spread fixed and overhead costs across more pounds of production, thereby enabling us to produce caprolactam at a lower per pound price than our competitors. In addition, the scale of our operations benefits our procurement activities for raw materials and services. Large scale also helps drive our sales. Our reputation as one of the world’s largest and most reliable producers of caprolactam, Nylon 6 resin, and associated chemical intermediates, encourages potential customers to approach us for security of their supply requirements.

Low Cost Position Driven by Favorable Geographical Location, Integrated Manufacturing Footprint and High Utilization Rates. Our access to lower cost raw materials, backward integrated manufacturing facilities and high plant utilization rates help us maintain our position as the world’s lowest cost producer of caprolactam. First, the location of our manufacturing operations in the United States affords us access to the world’s lowest cost natural gas, which is a key raw material needed to manufacture the ammonia used in the production of caprolactam as well as the source of power for our manufacturing operations. By contrast, a significant number of our competitors are located in other geographic locations where energy prices are substantially higher. Second, we are fully backward integrated into several key feedstock materials necessary to produce caprolactam and Nylon 6 resin, particularly phenol, ammonia and oleum/sulfuric acid, which we believe is distinctive in our industry. Backward integration contributes to higher operating margins by lowering raw material transportation, handling and storage costs. It also enables us to remain flexible, while diversifying and maximizing sales from co-products. Our maintenance excellence and mechanical integrity programs have been in place for several years to support stable and high operating rates. Finally, our long-term customer relationships and contracts enable us to maintain high plant utilization rates, which, along with our large scale, provide significant operating leverage. Many contracts are structured with price formulas to help protect our financial performance from certain raw material price fluctuations.

Global Reach. The global reach of our sales and marketing capabilities enables us to compete everywhere nylon resin, caprolactam and ammonium sulfate are consumed. Our sales, marketing, technical and procurement staff reside in eight countries, and in 2015 approximately 27% of our sales were outside the United States. Our freight and logistics capabilities and terminal locations position us well to serve global markets, including the dock and loading facility at our Hopewell facility which is capable of serving ocean-going freight vessels. Our global reach enables us to arbitrage geographic price variations to ensure we are receiving the highest value for our products.

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Technical Know-how, Customer Intimacy and Application Development Capabilities. Our global reach and intimate knowledge of customers and end-market applications for nylon resin combined with our technical know-how enables us to develop specialty nylon resin products that are often valued higher by customers compared to commodity resin products. We have a R&D organization consisting of nearly 50 scientists and engineers with advanced degrees in polymer synthesis, catalysis and chemical and polymer engineering. In June 2015, we expanded our capabilities to test and scale production of copolymer Nylon 6/6.6 resin, used in food packaging films and other applications. In addition to our R&D facility in Colonial Heights, Virginia, we have also invested in an R&D facility located in Shanghai, China that specializes in working with caprolactam and nylon resin customers to develop products for specialty applications. For example, we used the expertise in our Shanghai laboratory to develop a Nylon 6 resin formulation specifically tailored for fishing line and net applications used by commercial fisherman across Southeast Asia.

Diverse Revenue Sources from the Sale of Fertilizer, Acetone and Other Co-products. Due to our specific chemical manufacturing processes, backward integration and scale, we produce ammonium sulfate fertilizer, acetone and a wide range of other chemical co-products that enable us to diversify our revenue sources outside of the caprolactam and nylon resin markets. Most significantly, for every pound of caprolactam, we produce approximately four pounds of ammonium sulfate, a fertilizer used by farmers around the world. For the past two decades we have employed agronomists to educate growers and retailers in the Americas on the yield value of using ammonium sulfate fertilizer on key crops including corn, coffee, sugar and cotton. Sales of ammonium sulfate in 2015 were $338.4 million and represented 25% of our total 2015 sales. Sales of acetone also help us diversify our revenue sources. We are among the most significant suppliers of acetone to a variety of end-markets in North America. Sales of acetone in 2015 were $182.1 million and represented 14% of our total 2015 sales. In addition to fertilizer and acetone, other co-products from our manufacturing process include merchant phenol, AMS, cyclohexanone, cyclohexanol, sulfuric acid, ammonia, MEKO and carbon dioxide. The diversity of our co-product sales mitigates, to some extent, the cyclicality in the caprolactam and nylon resin markets.

Business Strategies

Our business strategies include the following:

Build on Our Low Cost Leadership Position. Through our size, access to low cost raw materials, backward integration and high utilization rates, we intend to continue expanding operating margins by continuing to lower our Nylon 6 resin and caprolactam production costs. Our focus on operational excellence and continuing productivity improvements will be concentrated on the following:

• selective investments to increase production volume through asset reliability, flexibility and capacity. For example, by investing in intermediate chemical buffer storage capacity, we can continue to produce Nylon 6 resin, caprolactam and ammonium sulfate even when the targeted production units are offline for routine maintenance or when there is an unplanned interruption in production;

• energy and direct material yield reduction initiatives aimed at increasing plant productivity, lowering costs and improving asset utilization; and

• further deployment of improved procurement processes, competitive bidding and supplier diversification to reduce raw material costs.

Leverage our R&D Investments and Applications Expertise. Our customers typically buy caprolactam and nylon resin for compounding or extruding with additives and other materials, to increase strength or flexibility or to add color to make the resin more suitable for use in their end products such as textiles, packaging and industrial materials. We intend to leverage our R&D investments, customer intimacy and product applications know-how to develop new formulations of resin products to better serve our customers and increase the value of our resin products portfolio. For example, engineered plastics that utilize Nylon 6 and Nylon 6.6 resin are being increasingly used in automobiles to reduce weight as automobile manufacturers strive to meet stricter fuel efficiency

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standards. We intend to work with our customers serving this market to develop resin products specifically tailored for these product applications. Likewise, we are working to develop and sell nylon resin products with differentiated characteristics for wire and cable applications and flexible food packaging. Another area of attention for our R&D initiatives will be nylon resin processing technologies that can produce existing types of high value resins at lower costs.

Selective Investments to Produce Higher Value Products. Historically, a significant portion of the Nylon 6 resin we produced was sold as a commodity product and, as a result, was subject to cyclicality. Over the past several years, we have invested in capabilities to increase the value of our product portfolio. For example, we recently announced the installation of a new production line at our Chesterfield facility that is capable of producing multiple grades of higher value Nylon 6 resin as well as copolymer Nylon 6/6.6 resin, both of which are used in engineered plastics for the automotive industry, films for food packaging, as well as other higher value applications. Similarly, we will explore other investments that will enable us to produce higher value co-products that meet the exacting specifications of customers in certain high value industries.

Pursue a Highly Selective Acquisition Strategy. We expect to seek strategic acquisitions and alliances to supplement our organic sales by broadening our customer base, expanding our geographic reach and developing our technology and product portfolios. For example, we intend to evaluate the potential acquisition of, on a select basis, businesses that would enable us to produce higher value resin products, including copolymers, or would improve our access to certain geographic regions. With respect to higher value resin products, we will seek potential acquisition targets that offer specialized compounding or extruding capabilities in areas such as engineered plastics for automotive products or multilayer film technologies for packaging.

Use of Toll Manufacturers to Produce Higher Margin AdvanSix-Developed Specialty Products. We are adept at using our technical know-how and customer intimacy to develop products that blend our nylon resin with other types of nylon and non-nylon resin products and additives to produce higher value products. Where we do not have the in-house manufacturing capabilities to produce these products, we intend to contract with third-party compounders to toll manufacture for us. By utilizing third-party toll manufacturing arrangements to either divert nylon resin away from more commoditized end-markets or expand the geographic end-markets available to us, we intend to increase sales and expand our operating margins.

Industry Overview

Nylon Resins and Caprolactam. According to PCI Nylon, the global demand for Nylon 6 resin as of December 31, 2015 was approximately 5,020 kMT, spanning a variety of end-uses such as engineered automotive plastics, carpets, textiles, industrial filament and food and industrial films. The market growth typically tracks global growth but varies by end-use. Some of these end-markets, such as engineered automotive plastics, are experiencing increased demand due to trends in light weighting to meet stricter fuel efficiency standards. We expect this trend of increasing demand to continue as our customers find new uses for Nylon 6 resin, both within existing and new end-markets.

Generally, prices for Nylon 6 resin and caprolactam reflect supply and demand as well as the value of the basic raw materials used in the production of caprolactam, primarily benzene, and, depending on the manufacturing process utilized, natural gas and sulfur. The price of benzene is a key driver of caprolactam prices because it is the common chemical compound used in the petrochemical derivatives, such as phenol and cyclohexane, which are the key feedstock materials for caprolactam depending on a given plant’s manufacturing technology. As a result, the global prices for caprolactam are typically set as a spread over the price of benzene. Generally, Nylon 6 resin prices track the cyclicality of caprolactam prices, although, to the extent Nylon 6 resin producers are able to manufacture specialized nylon resin products, prices set above the spread are achievable.

The global market for Nylon 6 resin and caprolactam has undergone significant change in the past five years as Chinese manufacturers have entered the market and increased global supply at a time when demand has remained relatively stable. As a result of the increased capacity and

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competitive intensity, the margins for Nylon 6 resin and caprolactam have declined in recent years to historic lows.

Ammonium Sulfate and Other Chemical Intermediates. Our ammonium sulfate fertilizer products are primarily sold in North and South America. Ammonium sulfate is used as a nitrogen fertilizer on key crops that benefit from sulfur micronutrients and, as of December 31, 2015, accounts for approximately 4% of the global market for nitrogen fertilizer. Urea is one global price driver for all nitrogen fertilizers, including ammonium sulfate, and urea pricing has been under pressure recently due to the loosening of Chinese government export policies and the growth of both Chinese and broader global production capacity. A second global price driver for ammonium sulfate fertilizer is the price of future deliveries of crops, including corn, wheat and coffee, which are impacted by general trends in the agricultural industry.

Our chemical intermediates are used as key inputs for a variety of end-market products including construction materials, paints and coatings, packaging and consumer applications. The prices for our chemical intermediates generally correlate to the prices of their underlying raw materials.

Competition

Competition across all of our product offerings is based on a variety of factors such as price, reliability of supply, product innovation and quality. Other competitive factors include breadth of product line, R&D efforts and technical and managerial capability. While our competitive position varies among our products, we believe we are a significant competitor in each of our major product classes. The global market for Nylon 6 resin and caprolactam is highly fragmented, and we compete with integrated manufacturers, such as BASF Corporation, Sinopec Limited, DOMO Chemicals GmbH, LANXESS AG and Ube Industries, Ltd., which also manufacture many of the same co-products as us. We also compete with manufacturers that only produce polymer resins, such as Li Peng Enterprise Co. Ltd. and Zig Sheng Industrial Co., Ltd. Regarding our co-products, we also compete with synthetic manufacturers of agricultural fertilizers, such as Pasadena Commodities International, and phenol producers, such as Ineos Capital Limited. A number of our products are sold in a market with many competitors, some of which have substantial financial resources and significant technological capabilities. Additionally, our competitors include companies that have global operations as well as those operating only within specific geographic regions.

Product Overview

Nylon 6 Resin

We manufacture our Nylon 6 resin in our Chesterfield plant. As of December 31, 2015, we had the capacity to produce approximately 440 million pounds of Nylon 6 resin per year. We sell our Nylon 6 resin globally, primarily under the Aegis® brand name. In addition, we use our Nylon 6 resin to produce nylon films at a facility located in Pottsville, Pennsylvania, which we primarily sell to our customers under the Capran® brand name. In 2015, our Nylon 6 resin products generated $359.8 million of sales. In 2015, 2014 and 2013, Nylon 6 sales were 27%, 25% and 25% of our total sales, respectively.

In June 2015, we expanded our capabilities at our Chesterfield facility to test and scale-up production of various copolymer resins, including Nylon 6/6.6 resin, that can be tailored to our customers’ requirements. As of December 31, 2015, the Chesterfield facility is the only manufacturing site in North America to produce high Nylon 6 content, Nylon 6/6.6 resin. Copolymer resins are used in product applications requiring higher levels of processing, melting points and strengths such as food packaging films and engineering plastics.

Caprolactam

We produce caprolactam, the key monomer used in the production of Nylon 6 resin, at our Hopewell plant using phenol we produce at our Frankford plant and sulfur and natural gas we

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obtain from third-party suppliers. In 2015, caprolactam generated $237.9 million of sales. In 2015, 2014 and 2013, caprolactam sales were 18%, 21% and 21% of our total sales, respectively.

Ammonium Sulfate

Ammonium sulfate fertilizer is a co-product of the integrated caprolactam manufacturing process. For each pound of caprolactam that we manufacture we produce approximately four pounds of ammonium sulfate. Our competitors in the caprolactam market typically produce only approximately two pounds or less of ammonium sulfate for each pound of caprolactam. In 2015, we had an annual production capacity of approximately 3,300 million pounds of ammonium sulfate. We sell ammonium sulfate under the brand name Sulf-N®. In 2015, our ammonium sulfate products generated $338.4 million of sales. In 2015, 2014 and 2013, ammonium sulfate sales were 25%, 20% and 22% of our total sales, respectively.

Chemical Intermediates

We produce and sell our chemical intermediates to a range of customers for use in many different types of end-products. In 2015, our chemical intermediates products generated $393.2 million of sales, of which $301.5 million, or 77%, came from sales of phenol, acetone and AMS, and $91.7 million, or 23%, came from sales of our other chemical intermediates. In 2015, 2014 and 2013, chemical intermediate sales were 30%, 34% and 32% of our total sales, respectively.

Our Frankford plant has an annual production capacity of approximately 680 million pounds of acetone, as of December 31, 2015. All of our acetone is sold to customers for use in end-products such as adhesives, paints, coatings, solvents, herbicides and other engineered plastic resins. Acetone is also used by our customers as a key raw material in the production of a variety of other chemicals.

Phenol is a key chemical intermediate of caprolactam, and we produce all of the phenol we use in our caprolactam manufacturing process at our Frankford plant. As of December 31, 2015, we had an annual production capacity of approximately 1,100 million pounds of phenol, approximately 75% of which is typically used in our production of caprolactam and other co-products in Hopewell, and approximately 25% of which we sell to customers for use in their product applications. Our customers use phenol to produce a variety of end-products such as resins, epoxies and bisphenolA.

We also produce and sell AMS, MEKO, cyclohexanone, cyclohexanol, acetaldehyde oxime and 2-pentanone oxime. We use some of these products in our manufacturing process and also sell them to customers for use in end-products such as resins, inks, paints, coatings and agricultural chemical intermediates and detergents.

Raw Materials

The primary raw material used in our manufacturing process is cumene, which is produced from benzene and propylene by our suppliers. We purchase from a number of suppliers to ensure security of supply and optimal terms for this key raw material. Other important raw materials we use in our manufacturing process are sulfur and natural gas, which we use to produce caprolactam. We purchase sulfur and natural gas from a diverse set of suppliers.

Historically, we have not experienced any problems renewing contracts with our suppliers or obtaining sufficient quantities of cumene, sulfur, natural gas or any of our other key raw materials. Global supply and demand can significantly impact the price of our key raw materials and historically prices have been cyclical. We continually seek to reduce costs of key raw materials and do not foresee any material constraints in the near term resulting from pricing or availability.

Sales, Marketing and Distribution

We have a global sales force with long-standing relationships with our customers and deep expertise with our products, product applications and end-markets. We predominantly sell directly to our customers, primarily under contracts but also through spot transactions under purchase orders.

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All of our products are supported by our global logistics capability that we employ to ensure reliable and timely delivery to our customers while maximizing distribution resources and efficiency.

Customers

Globally, we serve approximately 500 customers in a wide variety of industries. In 2015, our ten largest customers accounted for approximately 40% of our total sales. Our largest customer is Shaw Industries Group, Inc., one of the world’s largest consumers of caprolactam and Nylon 6 resin. In 2015, 2014 and 2013, our sales to Shaw were 16%, 19% and 17%, respectively, of our total sales. We sell Nylon 6 resin and caprolactam to Shaw under a long-term contract. We typically sell to our other customers under short-term contracts, with one- to two-year terms, or by purchase orders. We generally experience low customer turnover.

Seasonality

Except for our ammonium sulfate fertilizer products, which are influenced by seasonal growing patterns in North and South America, sales of most of our products are subject to minimal or no seasonality. Due to these seasonal sales cycles, we occasionally build up higher inventory balances because the production volumes are tied to caprolactam production, not seasonal demand for fertilizers.

Research and Development; Intellectual Property

We believe success in our industry is driven by technological strength and innovation. Our R&D activities focus equally on improving our chemical manufacturing processes to increase efficiency, capacity and productivity and lower costs and innovating for new product applications.

We benefit from numerous patents and trademarks that we own. We sell our Nylon 6 resin under the Aegis® brand name, our nylon films under the Capran® brand name and our ammonium sulfate fertilizer under the Sulf-N® brand name. Chemical intermediates are also sold under the brand names of Nadone®, Naxol® and EZ-BloxÔ. We also benefit from technology covered by trade secrets, including know-how and other proprietary information relating to many of our products, processes and technologies. We do not consider any individual patent, trademark or any licensing or distribution rights related to a specific process or product to be of material importance in relation to our total business. In our judgment, our intellectual property rights are adequate for the conduct of our business. We intend to continue taking steps as necessary to protect our intellectual property, including, when appropriate, filing patent applications for inventions that are deemed important to our business.

We conduct R&D at technology centers, employing approximately 50 researchers. We use space at Honeywell’s technology centers in the United States in Colonial Heights, Virginia and in Shanghai, China. For the years ended December 31, 2015, 2014 and 2013, our R&D expenses were approximately $12.5 million, $12.4 million and $11.5 million, respectively.

Employees

As of December 31, 2015, we employ approximately 1,100 people, of which approximately 400 are salaried employees and approximately 700 are hourly employees. Approximately 700 of our employees are covered under collective bargaining agreements that expire between 2017 and 2019. We have had no strikes or work stoppages during the last five years. We believe that our employee relations are generally good.

Regulation and Environmental Matters

We are subject to various federal, state, local and foreign government requirements regarding protection of human health and the environment. Compliance with these laws and regulations results in higher capital expenditures and costs. We believe that, as a general matter, our policies, practices and procedures are properly designed to prevent unreasonable risk of environmental damage, and of

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resulting financial liability, in connection with our business. Some risk of environmental damage is, however, inherent in some of our operations and products, as it is with other companies engaged in similar businesses.

We are and have been engaged in the handling, manufacture, use and disposal of many substances classified as hazardous by one or more regulatory agencies. It is possible that future knowledge or other developments, such as improved capability to detect substances in the environment or increasingly strict environmental laws and standards and enforcement policies, could bring into question our current or past handling, manufacture, use or disposal of these substances.

Among other environmental laws and regulations, we are subject to the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA” or the “Federal Superfund law”), the Resource Conservation and Recovery Act (“RCRA”) and similar state, foreign and global laws for management and remediation of hazardous materials, the Clean Air Act (“CAA”) and the Clean Water Act, for protection of air and water resources, the TSCA, for regulation of chemicals in commerce and reporting of potential known adverse effects, and numerous other federal, state, local and foreign laws and regulations governing materials transport and packaging, under which we may be designated as a potentially responsible party that may be liable for cleanup costs associated with current operating sites and various hazardous waste sites.

In July 2013, a consent decree was finalized among the United States, the Commonwealth of Virginia and AdvanSix regarding alleged violations of the CAA and the air operating permit at our manufacturing facility in Hopewell, Virginia. In the consent decree, we agreed to pay a civil penalty of $3 million and, among other things, install certain pollution control and other equipment in accordance with a schedule ending in 2019. In October 2015, a consent order was finalized between the Virginia Water Control Board and AdvanSix regarding alleged violations of Hopewell’s Virginia Pollutant Discharge Elimination System permit and other discharge requirements. In the consent order, we agreed to pay a civil penalty of $300,000 and, among other things, take corrective action with respect to process sewers and sumps at our Hopewell facility in accordance with a schedule ending in 2018.

Our business may be impacted by pending climate change legislation, regulation or international treaties or accords in the foreseeable future. We will continue to monitor emerging developments in this area.

See “Risk Factors—We are subject to extensive environmental, health and safety laws and regulations that may result in unanticipated loss or liability, which could adversely affect our business, financial condition and results of operations.”

Our accounting policy for environmental expenditures is discussed in “Note 2—Summary of Significant Accounting Policies” to the audited Combined Financial Statements included elsewhere in this Information Statement. We continuously seek to improve our environment, health and safety performance. We have expended funds to comply with environmental laws and regulations and expect to continue to do so in the future.

Our Frankford and Hopewell facilities are regulated facilities under CFATS and the MTSA due to the nature of our operations and the proximity of the facilities to the adjacent waterways. As a result, we are required to comply with numerous regulations administered by the Department of Homeland Security, including the development and implementation of compliant security procedures and protocols. Additionally, sales of acetone, which is a List II Chemical under the TSCA, are regulated by the Drug Enforcement Act. This classification subjects us to audits by the Drug Enforcement Administration and ongoing restrictions on our sales activities with respect to acetone.

Legal and Regulatory Proceedings

We may, from time to time, be involved in litigation arising from our operations in the normal course of business or otherwise.

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Antidumping Actions

On April 29, 2009, MOFCOM initiated an antidumping investigation on imports of Nylon 6 resin into China from the United States. On April 22, 2010, MOFCOM issued a final determination imposing a definitive antidumping duty of 36.2%. The measure was to remain in effect for five years from April 22, 2010. On April 22, 2016, MOFCOM extended the duties for an additional five-year period.

On April 22, 2010, MOFCOM initiated an antidumping investigation on imports of caprolactam into China from the United States. On October 18, 2011, MOFCOM issued a final determination imposing a definitive antidumping duty of 3.6%. The measure was to remain in effect for five years from October 22, 2011. MOFCOM is expected to issue a notice to the Chinese domestic industry providing an opportunity to request an expiry review to extend the duties for an additional five-year period.

On August 12, 2014, the Mexican government initiated an antidumping investigation on imports of ammonium sulfate into Mexico from the United States. On October 9, 2015, the Mexican government issued a final determination imposing a definitive antidumping duty of $0.0759 per kilogram, effective October 10, 2015. On November 6, 2015, Honeywell filed an appeal to a bi-national panel under the North American Free Trade Agreement.

Properties

We will lease our corporate headquarters, which will be located in . We also own three production facilities located in Frankford, Pennsylvania, Chesterfield, Virginia and Hopewell, Virginia. In addition, we use space at Honeywell’s production facility in Pottsville, Pennsylvania and technology centers for R&D in Colonial Heights, Virginia and Shanghai, China. Honeywell uses space in our Chesterfield, Virginia manufacturing site. We intend to enter into one or more site sharing and services agreements or transition agreements with Honeywell under which we and Honeywell will allow each other to use certain shared R&D facilities and manufacturing sites for specified fees. See “Certain Relationships and Related Party Transactions—Agreements with Honeywell—Ongoing Commercial Agreements”.

We consider the manufacturing facilities and technology centers and the other properties that we own or lease to be in good condition and generally suitable for the purposes for which they are used. Our manufacturing facilities are maintained through ongoing capital investments, regular maintenance and equipment upgrades. We believe our facilities are adequate for our current operations.

Other Information

We are a Delaware corporation that was incorporated on May 4, 2016. Our principal executive offices are located at 115 Tabor Road, Morris Plains, NJ 07950. Our telephone number is (973) 455-2000. Our website address is . Information contained on, or connected to, our website or Honeywell’s website does not and will not constitute part of this Information Statement or the Registration Statement on Form 10 of which this Information Statement is a part.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview

Business Trends

We produce and sell our Nylon 6 resin and caprolactam as commodity products and also produce and sell our Nylon 6 resin as a specialized resin product. The production of these products is capital intensive, requiring ongoing investments in improving plant reliability, expanding production capacity and achieving higher quality in our resin products. Our results of operations are primarily driven by production volume and the spread between the prices of our products and the costs of the underlying raw materials built into the market-based pricing model we use for most of our products. The global prices for nylon resin are typically set as a spread over the price of caprolactam, which in turn is set as a spread over benzene because cumene and other petrochemicals derived from benzene are the key feedstock material for caprolactam. This price spread has historically experienced cyclicality as a result of global changes in supply and demand. Generally, Nylon 6 resin prices track the cyclicality of caprolactam prices, although prices set above the spread are achievable when nylon resin manufacturers, like AdvanSix, are able to formulate and produce specialized nylon resin products. Our specialized Nylon 6 products and copolymer resin products are typically valued at a higher level than commodity resin products.

Since 2011, commodity resin prices have experienced a cyclical period of downturn as the global market has experienced large increases in supply without a commensurate increase in demand. Most of this supply increase has come from Chinese manufacturers entering the market, although many of our other competitors have also announced recent increases in production capacity. As a result, our margins for Nylon 6 resin and caprolactam have declined in recent years to historic lows. We believe that, in addition to the anticipated upswing that has historically followed periods of oversupply and declining prices, certain trends in the Nylon 6 resin industry are beginning to bolster an increase in demand. Certain end markets that we serve, such as the automotive and electronic components industry, have recently increased demand for Nylon 6 resin by finding new uses for this material in a range of components. Additionally, one of our strategies is to continue developing specialty resin and copolymer products that will obtain higher market value.

Our ammonium sulfate is used by customers as a nitrogen-based fertilizer. Global prices for ammonium sulfate fertilizer are influenced by the price of urea, which is the most widely used source of nitrogen-based fertilizer in the world. Urea pricing has been under pressure recently due to the loosening of urea export restrictions by the Chinese government and the growth of both Chinese and broader global production capacity. A secondary global price driver for ammonium sulfate fertilizer is the price of future deliveries of crops, including corn, wheat and coffee, which are impacted by general trends in the agricultural industry.

We produce ammonium sulfate fertilizer as part of our manufacturing process continuously throughout the year, but sales experience quarterly cyclicality based on the timing and length of the growing seasons in North and South America. See “Business—Seasonality” for more information on the cyclicality of ammonium sulfate fertilizer sales.

The sales we derive from all of our products are impacted by scheduled and unplanned plant outages. We seek to run our production facilities on a nearly continuous basis for maximum efficiency and several of our intermediate products are key feedstock materials for other products in our integrated manufacturing chain. From time to time, we schedule outages to conduct routine and major maintenance at our facilities. In addition, we may experience unplanned interruptions. See “Risk Factors—Any significant unplanned downtime or material disruption at one of our production facilities or logistics operations may adversely affect our business, financial condition and results of operations, and the age of our manufacturing facilities increases the risk for unplanned downtime, which may be significant” for more information. When either scheduled or unplanned outages occur, our results of operations are affected.

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Basis of Presentation

The accompanying historical Combined Financial Statements were derived from the consolidated financial statements and accounting records of Honeywell. These financial statements reflect the combined historical results of operations, financial position and cash flows of the AdvanSix Business, as they were historically managed in conformity with accounting principles generally accepted in the United States. Our historical combined financial information does not reflect changes that we expect to experience in the future as a result of our separation from Honeywell, including changes in the financing, cash management, operations, cost structure and personnel needs of our business.

In the second quarter of 2016, Honeywell decided to include an additional product line, within the nylon resins product category, in the AdvanSix Business. This has been accounted for as a change in reporting entity and therefore, we have retroactively reflected the historical carrying values and the related activities of this product line in all periods within our historical Combined Financial Statements including related allocations. Subsequent to the preliminary filing with the Securities and Exchange Commission of the Registration Statement on Form 10, of which this Information Statement forms a part, which included our Combined Financial Statements, management determined that it had incorrectly accounted for certain revenue transactions. The Combined Statements of Operations and Combined Balance Sheets for the periods presented, specifically 2014 and 2015, have been corrected to reflect the immaterial revisions to revenue. For additional information, see “Note 1—Organization, Operations and Basis of Presentation” in the Notes accompanying the historical audited Combined Financial Statements included elsewhere in this Information Statement.

Our historical Combined Financial Statements include certain expenses of Honeywell which were allocated to us for certain functions, including legal, accounting, information technology, human resources and other infrastructure support. The cost of these services has been allocated to us on a direct usage basis when identifiable, with the remainder allocated on the basis of revenues, headcount or other relevant measures. We consider these allocations to be a reasonable reflection of the benefits we received for all periods presented. However, these allocations may not be indicative of the actual expenses we would have incurred as an independent public company or of the costs we will incur in the future, and may differ substantially from the allocations we will agree to in the various separation agreements described under “Certain Relationships and Related Party Transactions”.

Subsequent to the completion of the Spin-Off, we expect to incur expenditures consisting of employee-related costs, costs to start up certain stand-alone functions and information technology systems, and other one-time transaction related costs. Recurring stand-alone costs include establishing the internal audit, treasury, investor relations, tax and corporate secretary functions as well as the annual expenses associated with running an independent publicly traded company including listing fees, compensation of non-employee directors, related board of director fees and other fees and expenses related to insurance, legal and external audit. Recurring stand-alone costs that differ from historical allocations may have an impact on profitability and operating cash flows but we believe the impact will not be significant. As a stand-alone public company, we do not expect our recurring stand-alone corporate costs to be materially higher than the expenses historically allocated to us from Honeywell. We believe our cash flow from operations will be sufficient to fund our corporate expenses.

Certain of our eligible hourly and salaried employees participate in a defined benefit pension plan sponsored by Honeywell. When we become a stand-alone, independent entity, these employees will remain entitled to the benefits under this plan accrued prior to the Spin-Off. The plan liabilities of our employees accrued prior to the Spin-Off will remain at Honeywell. In addition, since Honeywell is retaining the liability for accrued benefits under this plan in the period prior to the Spin-Off, we do not record an asset or liability to recognize the funded status of these plans in our historical Combined Financial Statements included elsewhere in this Information Statement. The pension expense related to the participation of our employees in this plan for the years ended December 31, 2015, 2014 and 2013 was $10.2 million, $9.2 million and $9.6 million, respectively. These costs are reported in “cost of goods sold” and in “selling, general and administrative

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expenses” in our historical Combined Financial Statements included elsewhere in this Information Statement, depending on the functions of the employees to whom the pension costs relate.

We intend to incur indebtedness in the aggregate principal amount of approximately $270 million in the form of term loans, the net proceeds of which will be distributed to Honeywell prior to the consummation of the Spin-Off. We also intend to enter into a $155 million revolving facility to be available for our working capital and other cash needs, and we intend to draw on this facility in the amount of $40 million, before fees, immediately after consummation of the Spin-Off. See “Liquidity and Capital Resources” for more information on our capitalization plan.

We will assume all environmental, health and safety (“EHS”) liabilities and compliance obligations related to the past and future operation of our business as currently conducted, as well as all EHS liabilities associated with our three current manufacturing locations, including any EHS liabilities under governmental cleanup programs or related to any past contamination or conditions at such properties. Honeywell will retain all EHS other liabilities related to former business locations or the operation of our former businesses. Although we have ongoing environmental remedial obligations at certain of our facilities, in the past three years, our remediation costs have not been material, and we do not expect our remediation costs to address known obligations to be material for 2016. See “Certain Relationships and Related Party Transactions—Agreements with Honeywell—Separation and Distribution Agreement”.

Consolidated Results of Operations for the Three and Six Months Ended June 30, 2016 and 2015

(Dollars in thousands)

Sales

	Three Months Ended June 30,							Six Months Ended June 30,
	2016				2015			2016				2015
Net sales		$	308,418			$	367,441		$	608,248			$	677,670
% change compared with prior period			(16.1	)%						(10.2	)%

The change in sales compared to the prior year period is attributable to the following:

	Three Months			Year to Date
Volume		(3.1	)%		5.2	%
Price		(12.5	)%		(15.7	)%
Other		(0.5	)%		0.3	%
		(16.1	)%		(10.2	)%

Three Months Ended June 30, 2016 compared with Three Months Ended June 30, 2015

Sales decreased for the three months ended June 30, 2016 compared to the prior period by $59.0 million or approximately 16.1%, primarily driven by lower prices of the raw materials used to manufacture our intermediate chemicals, caprolactam and resins (approximately 10.7% unfavorable impact). In this industry, prices for the end products are usually based on a spread over the raw material prices. As the price of cumene, which is a key feedstock material for our products, dropped significantly period over period, the corresponding sales also dropped. The decrease was also driven by (i) lower ammonium sulfate and caprolactam volume driven by planned plant outages in the three months ended June 30, 2016 compared to the same period in the prior year (approximately 8.9% unfavorable impact) and (ii) the impact of increased imports to the United States on ammonium sulfate fertilizer pricing (approximately 1.8% unfavorable impact). The revenue decrease was partially offset by higher volumes in the chemical intermediates and resins products driven by improved plant production and resin capacity expansion (approximately 5.7% favorable impact) compared to the same period in the prior year.

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Six Months Ended June 30, 2016 compared with Six Months Ended June 30, 2015

Sales decreased for the six months ended June 30, 2016 compared to the prior period by $69.4 million or approximately 10.2% primarily driven by (i) lower prices of the raw materials used to manufacture our intermediate chemicals, caprolactam and resins and pricing pressure in these end-markets (approximately 13.6% unfavorable impact), (ii) the impact of increased imports to the U.S. markets on ammonium sulfate fertilizer pricing (approximately 2.1% unfavorable impact) and (iii) lower ammonium sulfate and caprolactam volume driven by planned plant outages in the second quarter (approximately 2.1% unfavorable impact). The revenue decrease was partially offset by volume improvement across our resin and intermediate chemical product lines driven by improved plant performance (approximately 7.4% favorable impact) related to the absence of unplanned plant outages in the six months ended June 30, 2016 as compared to the same period in the prior year.

Cost of Goods Sold

	Three Months Ended June 30,								Six Months Ended June 30,
	2016				2015				2016				2015
Cost of goods sold		$	273,820			$	315,527			$	519,379			$	610,210
% change compared with prior period			(13.2	)%							(14.9	)%
Gross Margin percentage			11.2	%			14.1	%			14.6	%			10.0	%

Three Months Ended June 30, 2016 compared with Three Months Ended June 30, 2015

Cost of goods sold decreased in the three months ended June 30, 2016 compared to the same period in the prior year by $41.7 million or approximately 13.2% primarily due to (i) a drop in the raw material prices, particularly natural gas and cumene (approximately 11.7% favorable impact), (ii) lower sales volume (approximately 2.5% favorable impact) and (iii) lower freight and distribution costs (approximately 0.9% favorable impact) partially offset by increased plant fixed costs driven by a broadened scope of planned outage work compared to the same period in the prior year (approximately 2.4% unfavorable impact).

Gross margin percentage decreased by 2.9% in the three months ended June 30, 2016 compared to the same period in the prior year primarily due to the net impact of declining market pricing offset by raw material pricing (approximately 2.5% unfavorable impact) and impact of planned plant costs (0.4% unfavorable impact).

Six Months Ended June 30, 2016 compared with Six Months Ended June 30, 2015

Cost of goods sold decreased in the six months ended June 30, 2016 compared to the same period in the prior year by $90.8 million or approximately 14.9% primarily due to (i) a drop in raw materials prices, particularly cumene and natural gas (approximately 12.8% favorable impact), (ii) the termination of a long-term supply agreement in the first quarter (approximately 2.5% favorable impact), (iii) improved plant operating performance in the first half of 2016 as compared to the same period in the same period in the prior year (approximately 2.2% favorable impact) and (iv) lower freight and distribution costs (0.8% favorable impact) partially offset by the impact of higher sales volume (approximately 4.1% unfavorable impact).

Gross margin percentage increased by 4.6% in the six months ended June 30, 2016 compared to the same period in the prior year primarily due to improved plant operating performance (approximately 6.5% favorable impact), the benefits from the termination of a long-term supply agreement in the first quarter (approximately 2.3% favorable impact) partially offset by the net impact of pricing over raw material costs (approximately 4.2% unfavorable impact).

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Selling, General and Administrative Expenses

	Three Months Ended June 30,								Six Months Ended June 30,
	2016				2015				2016				2015
Selling, general and administrative expense		$	10,876			$	13,208			$	22,254			$	24,594
Percent of sales			3.5	%			3.6	%			3.7	%			3.6	%

Selling, general and administrative expense decreased by $2.3 million in the three and six months ended June 30, 2016 compared to the prior period primarily driven by a decrease in costs that are allocated on the basis of sales.

Tax Expense

	Three Months Ended June 30,								Six Months Ended June 30,
	2016				2015				2016				2015
Tax expense		$	9,213			$	14,293			$	25,370			$	16,038
Effective tax rate			38.0	%			36.4	%			37.4	%			36.4	%

Three Months Ended June 30, 2016 compared with Three Months Ended June 30, 2015

The effective tax rate increased by 1.6 percent in the three months ended June 30, 2016 compared to the three months ended June 30, 2015 primarily due to decreased tax benefits from manufacturing incentives.

Six Months Ended June 30, 2016 compared with Six Months Ended June 30, 2015

The effective tax rate increased by 1.0 percent in the six months ended June 30, 2016 compared to the six months ended June 30, 2015 primarily due to a gain recognized in the first quarter related to the termination of a long-term supply agreement that was taxed at a higher rate than the estimated annual effective tax rate and decreased tax benefits from manufacturing incentives.

The effective tax rates for all periods presented were higher than the U.S. federal statutory rate of 35% due to state taxes, partially offset by tax benefits from manufacturing incentives.

Net Income

As a result of the factors described above, our net income was $15.0 million and $42.4 million for the three and six months ended June 30, 2016, respectively, as compared to $25.0 million and $28.0 million in the corresponding prior year periods.

Consolidated Results of Operations for the Years Ended December 31, 2015, 2014 and 2013

(Dollars in thousands)

Sales

	2015				2014				2013
Sales		$	1,329,409			$	1,790,372			$	1,766,586
% change compared with prior period			(25.7	)%			1.3	%

The change in sales is attributable to the following:

	2015 versus 2014			2014 versus 2013
Volume		(2.5	)%		3.7	%
Price		(23.2	)%		(2.4	)%
		(25.7	)%		1.3	%

2015 compared with 2014

Sales decreased in 2015 compared with 2014 by $461.0 million or approximately 25.7% primarily driven by lower prices of the raw materials used to manufacture our intermediate chemicals,

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caprolactam and polymer resins (approximately 23.2% unfavorable impact). In this industry, prices for the end products are usually based on a spread over the raw material prices. As the price of cumene, which is a key feedstock material for our products, dropped significantly year over year, the corresponding sales also dropped. A secondary driver of this decrease was unplanned plant outages (approximately 2.5% unfavorable impact).

2014 compared with 2013

Sales increased in 2014 compared to 2013 by $23.8 million or approximately 1.3%. This was driven by increased sales volume of ammonium sulfate fertilizer products in 2014 due to higher ammonium sulfate fertilizer inventory balances at the end of 2013 (approximately 2.5% favorable impact) and higher plant production rates for intermediates chemicals (approximately 1.2% favorable impact). Sales were impacted by lower pricing in ammonium sulfate fertilizer products (approximately 4.3% unfavorable impact) partially offset by higher pricing primarily in the caprolactam and resins products (approximately 1.9% favorable impact).

Cost of Goods Sold

	2015				2014				2013
Cost of goods sold		$	1,179,651			$	1,607,028			$	1,530,705
% change compared with prior period			(26.6	)%			5.0	%
Gross margin percentage			11.3	%			10.2	%			13.4	%

2015 compared with 2014

Cost of goods sold decreased in 2015 compared with 2014 by $427.4 million or approximately 26.6% primarily due to a drop in raw materials prices, particularly cumene and natural gas (approximately 25.5% impact), and lower sales volume due to unplanned plant outages (approximately 1.1% impact).

Gross margin percentage increased in 2015 compared with 2014 by 1.0% primarily due to the net impact of pricing over raw material costs (approximately 1.8% favorable impact) offset by unfavorable production volumes (approximately 0.8% unfavorable impact).

2014 compared with 2013

Cost of goods sold increased in 2014 compared with 2013 by $76.3 million or approximately 5.0% primarily due to higher costs of natural gas and cumene (approximately 4.0% unfavorable impact) and higher utility and maintenance costs (approximately 1.0% unfavorable impact).

Gross margin percentage decreased in 2014 compared with 2013 by approximately 3.1% primarily due to a drop in ammonium sulfate fertilizer prices compounded by higher raw materials costs (approximately 6.0% unfavorable net impact), offset by improved production volumes (approximately 2.8% favorable impact).

Selling, General and Administrative Expenses

	2015				2014				2013
Selling, general and administrative expense		$	52,398			$	53,931			$	53,416
% of sales			3.9	%			3.0	%			3.0	%

Changes in the selling, general and administrative expenses were not material in 2015 compared with 2014 or 2014 compared with 2013.

Tax Expense

	2015				2014				2013
Income taxes		$	36,461			$	48,189			$	65,547
Effective tax rate			36.4	%			36.5	%			35.6	%

Changes in the tax expense were not material in 2015 compared with 2014 or 2014 compared with 2013.

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For discussion of income taxes and the effective income tax rate, see “Note 4—Income Taxes” in the Notes accompanying the audited Combined Financial Statements included elsewhere in this Information Statement.

The effective income tax rates for 2015, 2014 and 2013 are higher than the U.S. Federal statutory rate of 35.0% primarily due to state taxes, partially offset by U.S. manufacturing incentives.

Net Income

2015 compared with 2014

As a result of the factors described above, our net income was $63.8 million in 2015, as compared to $83.9 million in 2014.

2014 compared with 2013

As a result of the factors described above, our net income was $83.9 million in 2014, as compared to $118.7 million in 2013.

Liquidity and Capital Resources

Liquidity

Current Liquidity

Our cash flows from operations have been distributed to Honeywell on a periodic basis, and we have historically relied on Honeywell to fund our cash requirements. We believe that cash balances, together with a portion of the cash proceeds from the indebtedness we intend to incur in connection with the Spin-Off, and operating cash flows will provide adequate funds to support our current annual operating plan.

Our principal source of liquidity is our cash flows generated from operating activities, which provides us with the ability to meet the majority of our short-term funding requirements. Our operating cash flows are affected by capital requirements, production volume (which is impacted by scheduled and unplanned plant outages), the prices of our raw materials and general economic and industry trends.

We monitor the third-party depository institutions that hold our cash and cash equivalents. Our emphasis is primarily on safety of principal and secondarily on maximizing yield on those funds. We diversify our cash and cash equivalents among counterparties to minimize exposure to any one of these entities.

Future Liquidity

On a recurring basis, our primary future cash needs will be centered on operating activities, working capital, capital expenditures and environmental compliance costs, strategic acquisitions, employee benefit obligations and interest payments. Our ability to fund these needs will depend, in part, on our ability to generate or raise cash in the future, which is subject to general economic, financial, competitive, regulatory and other factors that are beyond our control.

Following the Spin-Off, our capital structure and sources of liquidity will change significantly from our historical capital structure and sources of liquidity. We will no longer participate in cash management and funding arrangements with Honeywell. Instead, our ability to fund our capital needs will depend on our ongoing ability to generate cash from operations and access to credit and capital markets. We believe that our future cash from operations, together with our access to funds on hand and credit and capital markets, will provide adequate resources to fund our operating and financing needs.

We will assume all EHS liabilities and compliance obligations related to the past and future operations of our business, as well as all EHS liabilities associated with our three current manufacturing locations and the other locations used in our current operations, including any

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cleanup or other liabilities related to any contamination that may have occurred at such properties in the past. Honeywell will retain all EHS liabilities related to former business locations or the operation of our former businesses. See “Certain Relationships and Related Party Transactions—Agreements with Honeywell—Separation and Distribution Agreement”. Although we have ongoing environmental remedial obligations at certain of our facilities, in the past three years, our remediation costs have not been material, and we do not expect our remediation costs to address known obligations to be material for 2016.

We intend to incur indebtedness in the aggregate principal amount of approximately $270 million in the form of term loans, the net proceeds of which will be distributed to Honeywell prior to the consummation of the Spin-Off. We also intend to enter into a $155 million revolving facility to be available for our working capital and other cash needs, and we intend to draw on this facility in the amount of $40 million, before fees, immediately after consummation of the Spin-Off. We will require cash to fund interest payments in respect of this indebtedness and borrowings under the revolving credit facility.

We expect that our primary cash requirements in 2016 will primarily be to fund costs associated with planned plant outages and capital expenditures. See “—Capital Expenditures” for more information.

Cash Flow Summary for the Six Months Ended June 30, 2016 and 2015

Our cash flows from operating, investing and financing activities for the six months ended June 30, 2016 and 2015, as reflected in the unaudited Combined Financial Statements included elsewhere in this Information Statement, are summarized as follows:

	Six Months Ended June 30,
	2016				2015
Cash provided by (used for):
Operating activities		$	41,853			$	46,427
Investing activities			(39,620	)			(45,598	)
Financing activities			(2,233	)			(829	)
Net decrease in cash and cash equivalents		$	—			$	—

Cash provided by operating activities decreased by $4.6 million primarily due to (1) a $25.7 million unfavorable impact from working capital and (2) a $13.8 million increase in other assets and liabilities primarily driven by an increase in non-current assets associated with our Hopewell facility, partially offset by a $14.4 million increase in net income and a $19.7 million increase in deferred income taxes.

Cash used for investing activities decreased by $6.0 million due to a decrease in capital expenditures of $6.0 million.

Cash used for financing activities increased by $1.4 million primarily due to an increase in invested equity of $1.6 million.

Cash Flow Summary for the Years Ended December 31, 2015, 2014 and 2013

Our cash flows from operating, investing and financing activities for the years ended December 31, 2015, 2014 and 2013, as reflected in the audited Combined Financial Statements included elsewhere in this Information Statement, are summarized as follows:

	Years Ended December 31,
	2015				2014				2013
(Dollars in thousands)
Cash provided by (used for):
Operating activities		$	101,536			$	188,424			$	119,995
Investing activities			(98,230	)			(102,200	)			(74,338	)
Financing activities			(3,306	)			(86,224	)			(45,657	)
Net increase in cash and cash equivalents		$	—			$	—			$	—

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2015 compared with 2014

Cash provided by operating activities decreased by $86.9 million primarily due to (1) a $35.7 million decrease in customer advances driven by timing (see “Note 2—Summary of Significant Accounting Policies” in the Notes accompanying the audited Combined Financial Statements included elsewhere in this Information Statement), (2) a $22.2 million unfavorable impact from working capital, (3) a $20.1 million decrease in net income and (4) a decrease in deferred taxes of $7.0 million driven by the impact of accelerated tax depreciation.

Cash used for investing activities decreased by $4.0 million primarily due to a decrease in capital expenditures of $4.2 million.

Cash used for financing activities increased by $82.9 million primarily due to a $83.1 million net decrease in invested equity.

2014 compared with 2013

Cash provided by operating activities increased by $68.4 million due to (1) a $72.6 million favorable impact from working capital and (2) a $28.4 million increase in customer advances driven by timing (see “Note 2—Summary of Significant Accounting Policies” in the Notes accompanying the audited Combined Financial Statements included elsewhere in this Information Statement), partially offset by a $34.9 million decrease in net income.

Cash used for investing activities increased by $27.9 million primarily due to an increase in capital expenditures of $27.5 million related to ongoing annual expenses, regulatory compliance investments and production and capacity expansion.

Cash used for financing activities increased by $40.6 million primarily due to a $40.5 million net increase in invested equity.

Contractual Obligations and Probable Liability Payments

Following is a summary of our significant contractual obligations and probable liability payments at December 31, 2015:

	Payments by Period
	Total			2016			2017-2018			2019-2020			Thereafter
(Dollars in thousands)
Capitalized leases		$	862		$	194		$	232		$	201		$	235
Interest payments on capitalized leases			76			19			30			19			8
Minimum operating lease payments			106			9			14			6			77
Purchase obligations(1)			210			71			59			80			—
Estimated environmental compliance costs(2)			4,008			3,212			753			43			—
Total contractual obligations and probable liability payments		$	5,262		$	3,505		$	1,088		$	349		$	320

(1)	Purchase obligations are entered into with various vendors in the normal course of business, are consistent with our expected requirements and primarily relate to cumene, oleum, sulfur and natural gas.
(2)	The payment amounts in the table only reflect the environmental compliance costs which are probable and reasonably estimable as of December 31, 2015.

Capital Expenditures

Our operations are capital intensive, requiring ongoing investments that have consisted, and are expected to continue to consist, primarily of capital expenditures required to improve equipment reliability, expand production capacity and comply with environmental and safety regulations.

The following table summarizes ongoing and expansion capital expenditures, including capital expenditures in accounts payable:

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	Six Months Ended June 30,			Years Ended December 31,
	2016			2015			2014			2013
(Dollars in thousands)
Purchases of property, plant and equipment		$	39,292		$	97,144		$	101,382		$	73,912

Capital expenditures decreased $4.2 million from 2014 to 2015 primarily due to lower replacement maintenance capital expenditures at our Hopewell plant and lower environmental compliance costs, offset in large part by higher capacity expansion investments at our Chesterfield facility and costs associated with the installment of a new pilot plant line at our Colonial Heights facility.

Capital expenditures increased $27.5 million from 2013 to 2014 primarily due to higher replacement maintenance capital expenditures and infrastructure costs at our Hopewell facility, higher capacity investments at our Chesterfield facility and increased environmental compliance costs.

Capital expenditures were $39.3 million for the six months ended June 30, 2016. For the remainder of 2016, we expect our total capital expenditures to be between approximately $40.0 million and $50.0 million. For 2017, we expect our total capital expenditures to be between approximately $95.0 million and $105.0 million. Capital expenditures are deployed for various ongoing investments and initiatives to improve reliability, expand production capacity and comply with environmental and safety regulations. For the remainder of 2016 and for 2017, we expect our capital expenditures related to environmental compliance to be approximately $9.0 million and $27.0 million, respectively.

Off-Balance Sheet Arrangements

As of June 30, 2016 and December 31, 2015, we do not have any off-balance sheet arrangements or financing activities with special-purpose entities.

Critical Accounting Policies

The preparation of our consolidated financial statements in accordance with generally accepted accounting principles is based on the selection and application of accounting policies that require us to make significant estimates and assumptions about the effects of matters that are inherently uncertain. We consider the accounting policies discussed below to be critical to the understanding of our financial statements.

Commodity Price Risk Management—Our sales prices and costs of goods sold are closely aligned to prices for commodities such as crude oil and natural gas. We primarily mitigate our exposure to commodity price risk through the use of long-term, fixed-price contracts with our suppliers and formula price agreements with suppliers and customers. We also mitigate unexpected volatility in natural gas prices through derivative financial instruments in the form of forward commodity contracts with third parties designated as hedges. We measure our derivative financial instruments on a quarterly basis by obtaining the best available independent market quotations or market transactions in either the listed or over-the-counter markets, both of which are level 2 within the fair value hierarchy.

Inventory Adjustments—Substantially all of the business’s inventories are valued at the lower of cost or market using the last-in, first-out method. We review our inventory balances at least quarterly, and more frequently if required by market conditions, to determine whether the carrying amount of inventories exceeds their fair market value with any excess carrying amount above market prices adjusted in the period identified. This review process incorporates current industry and customer-specific trends, current operating plans, historical price activity and selling prices expected to be realized. Inventories are presented net of adjustments recorded for slow-moving, excess or obsolete inventory based on management’s consideration of pertinent factors, such as product aging, current and future customer demand and market conditions. The recoverability of inventory balances is reviewed on a quarterly basis.

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Long-Lived Assets (including Tangible and Finite-Lived Intangible Assets)—The determination of useful lives (for depreciation/amortization purposes) and whether or not tangible and intangible assets are impaired involves the use of accounting estimates and assumptions, changes in which could materially impact our financial condition or operating performance if actual results differ from such estimates and assumptions. We evaluate the recoverability of the carrying amount of our long-lived assets whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset group may not be fully recoverable. The principal factors in considering when to perform an impairment review are as follows:

• significant under-performance, such as declines in sales, earnings or cash flows, of our products in relation to expectations;

• annual operating plans or five-year strategic plans that indicate an unfavorable trend in operating performance of our products;

• significant negative industry or economic trends; or

• significant changes or planned changes in our use of the assets.

Once it is determined that an impairment review is necessary, recoverability of assets is measured by comparing the carrying amount of the asset grouping to the estimated future undiscounted cash flows. If the carrying amount exceeds the estimated future undiscounted cash flows, the asset grouping is considered to be impaired. The impairment is then measured as the difference between the carrying amount of the asset grouping and its fair value. We endeavor to utilize the best information available to measure fair value, which is usually either market prices (if available) with respect to level 1 or level 2 of the fair value hierarchy, or an estimate of the future discounted cash flow with respect to level 3 of the fair value hierarchy. The key estimates in our discounted cash flow analysis include expected industry growth rates, our assumptions as to volume, selling prices and costs, and the discount rate selected.

Market Risk Management

See “Note 9—Financial Instruments and Fair Value Measures” and “Note 7—Financial Instruments and Fair Value Measures” in the Notes accompanying the audited and unaudited Combined Financial Statements, respectively, included elsewhere in this Information Statement for a discussion relating to market risk.

Other Matters

Litigation and Environmental Matters

See “Note 10—Commitments and Contingencies” and “Note 7—Commitments and Contingencies” in the Notes accompanying the audited and unaudited Combined Financial Statements, respectively, included elsewhere in this Information Statement.

Recent Accounting Pronouncements

See “Note 2—Summary of Significant Accounting Policies” and “Note 2—Recent Accounting Pronouncements” in the Notes accompanying the audited and unaudited Combined Financial Statements, respectively, included elsewhere in this Information Statement.

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MANAGEMENT

The following table presents information, as of August 16, 2016, concerning our executive officers and directors following the Spin-Off, including a five-year employment history. We are in the process of identifying additional individuals to serve on our Board following the Spin-Off, and we expect to provide details regarding these individuals in an amendment to this Information Statement.

Name	Age		Position with AdvanSix
Erin N. Kane		39	Director and Chief Executive Officer
Paul E. Huck		66	Director
Daniel F. Sansone		64	Director
Sharon S. Spurlin		51	Director
Jonathan Bellamy		50	Chief Human Resources Officer
Michael Preston		45	Senior Vice President and Chief Financial Officer
John M. Quitmeyer		65	Senior Vice President, General Counsel and Corporate Secretary

Ms. Erin N. Kane

Ms. Kane has been vice president and general manager of Honeywell Resins and Chemicals since October 2014. She joined Honeywell in 2002 as a Six Sigma Blackbelt of Honeywell’s Specialty Materials business. In 2004, she was named product marketing manager of Honeywell’s Specialty Additives business. From 2006 until 2008, Ms. Kane served as global marketing manager of Honeywell’s Authentication Technologies business, and in 2008 she was named global marketing manager of Honeywell’s Resins and Chemicals business. In 2011, she was named business director of chemical intermediates of Honeywell’s Resins and Chemicals business. Prior to joining Honeywell, Ms. Kane held Six Sigma and process engineering positions at Elementis Specialties and Kvaerner Process. Ms. Kane brings to the Board her knowledge of AdvanSix’s business and industry experience and expertise.

Mr. Paul E. Huck

Mr. Huck was the chief financial officer of Air Products and Chemicals, a global industrial gas and chemical company, from 2004 until his retirement in 2013. Prior to that, he served as Air Products and Chemicals’ corporate controller from 1994 until 2004. Mr. Huck joined Air Products and Chemicals in 1979 as a financial analyst and held various positions, including manager of project control, controller of the equipment division, controller of the chemicals group and controller of the environmental and energy systems group. Before joining Air Products and Chemicals, Mr. Huck was an officer in the U.S. Navy.

Mr. Huck has served on the Board of Orion Engineered Carbons S.A. since 2014. He also serves on various non-profit boards. Mr. Huck formerly served as a director of NewPage Corporation.

Mr. Huck will bring to the Board over 30 years of leadership and financial and accounting experience in the chemical industry.

Daniel F. Sansone

Mr. Sansone was executive vice president of strategy for Vulcan Materials Company, a producer of construction aggregates, ready-mixed concrete, asphalt mix and cement, prior to his retirement at the end of 2014. Prior to that, he served as Vulcan Material’s chief financial officer from 2005 until 2014. Mr. Sansone joined Vulcan Materials in 1988 and has held various positions, including corporate controller and vice president of finance. From 2001 until 2005, Mr. Sansone served as the president of Vulcan Material’s Southern and Gulf Coast Division. From 1997 until 2001, he served as president of Vulcan Gulf Coast Materials. Before joining Vulcan Materials, Mr. Sansone held positions domestically and internationally at Monroe Auto Equipment, FMC Corporation and Kraft Inc.

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Mr. Sansone is a director of Ingevity Corporation. He also serves on various non-profit boards. Mr. Sansone brings to the board over 40 years of general management and financial experience as both an executive officer and board member of public companies.

Sharon S. Spurlin

Ms. Spurlin has been vice president and treasurer of Plains All American Pipeline, an energy infrastructure and logistics company, since 2014. She joined Plains All American Pipeline in 2002 as its director of internal audit. From 2007 until 2009, Ms. Spurlin served as Plains All American Pipeline’s assistant treasurer. From 2009 until 2014, she served as both PetroLogistics’ and PL Midstream’s senior vice president and chief financial officer. Ms. Spurlin has also held various positions at American Ref-Fuel Company and Arthur Andersen.

Ms. Spurlin is a director of Smart Sand, a supplier of industrial sand to the energy industry. She brings to the Board her financial expertise, including in financial reporting, accounting, capital markets, corporate governance and controls.

Mr. Jonathan Bellamy

Mr. Bellamy has been vice president of human resources of the Defense and Space business of Honeywell’s Aerospace division since 2015. He joined Honeywell in 1997 as human resources manager of the Turbo Technologies division. From March 2000 until February 2003, Mr. Bellamy served as human resources manager, then regional director of Honeywell’s Turbo Technologies division. From February 2003 until December 2004, he served as director of human resources of Honeywell Transportation Systems, Asia. From December 2004 until November 2005, Mr. Bellamy served as global human resources director of Honeywell’s Friction Materials division. From November 2005 until July 2010, Mr. Bellamy served as corporate human resources director. From 2010 to 2015, he was vice president of human resources of Honeywell UOP. Prior to joining Honeywell, Mr. Bellamy held human resources and operations positions at BTR Brook Hansen and N.S.K./RHP Bearings.

Mr. Michael Preston

Mr. Preston has been chief financial officer of Honeywell UOP since 2013. He joined Honeywell in 2001 as manager of Investor Relations. In 2003, he was named director of Business Analysis and Planning for Honeywell. From 2005 until 2008, Mr. Preston served as a director of Financial Planning and Analysis of the Performance Materials & Technologies division (“PMT”), and in 2008 he was named chief financial officer of PMT’s Fluorine Products business. In 2012, Mr. Preston was named vice president of Business Analysis and Planning for Honeywell. Prior to joining Honeywell, Mr. Preston held investor relations consulting positions at Thomson Financial and Kissel-Blake.

Mr. John M. Quitmeyer

Mr. Quitmeyer has been vice president and general counsel of Honeywell’s Automation and Control Solutions strategic business group since 2005. He joined Honeywell in 1997 as general counsel of Honeywell’s safety restraint business. From 1997 until 1998, Mr. Quitmeyer served as general counsel of Honeywell’s automotive products group. From 1998 until 2000, Mr. Quitmeyer served as general counsel of Honeywell’s consumer products group. From 2000 until 2002, Mr. Quitmeyer was Honeywell’s chief litigation counsel. From 2002 until 2005, Mr. Quitmeyer served as general counsel of Honeywell’s Specialty Materials business. Prior to joining Honeywell, Mr. Quitmeyer was a litigation partner at Rogers & Wells.

Our Board of Directors Following the Spin-Off and Director Independence

Immediately following the Spin-Off, we expect that our Board will comprise seven directors. The New York Stock Exchange rules require that the Board have a majority of independent directors, and we plan for our Board to consist of a majority of independent directors at the time of

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the Spin-Off. Our Amended and Restated By-laws will provide that the chairman of our Board will be an independent director.

Committees of the Board

Effective upon the completion of the Spin-Off, our Board will have the following committees, each of which will operate under a written charter that will be posted on our website prior to the Spin-Off.

Audit Committee

The Audit Committee will be established in accordance with Section 3(a)(58)(A) and Rule 10A-3 under the Exchange Act. The responsibilities of our Audit Committee will be more fully described in our Audit Committee charter. We anticipate that our Audit Committee, among other duties, will oversee:

• management’s conduct of our financial reporting process (including the development and maintenance of systems of internal accounting and financial controls);

• the integrity of our financial statements;

• our compliance with legal and regulatory requirements;

• the qualifications and independence of our outside auditor;

• the performance of our internal audit function;

• the outside auditor’s annual audit of our financial statements; and

• the preparation of certain reports required by the rules and regulations of the SEC.

The Audit Committee will have at least three members and will consist entirely of independent directors, each of whom will meet the independence requirements set forth in the listing standards of the New York Stock Exchange, Rule 10A-3 under the Exchange Act and our Audit Committee charter. Each member of the Audit Committee will be financially literate, and at least one member of the Audit Committee will have accounting and related financial management expertise and satisfy the criteria to be an “audit committee financial expert” under the rules and regulations of the SEC, as those qualifications are interpreted by our Board in its business judgment. The initial members of the Audit Committee will be determined prior to the Spin-Off.

Compensation Committee

The responsibilities of our Compensation Committee will be more fully described in our Compensation Committee charter, and we anticipate that they will include, among other duties:

• determining and approving the compensation of our Chief Executive Officer;

• reviewing and approving the compensation of our other executives;

• overseeing the administration and determination of awards under our compensation plans; and

• preparing any report on executive compensation required by the rules and regulations of the SEC.

The Compensation Committee will consist entirely of independent directors, each of whom will meet the independence requirements set forth in the listing standards of the New York Stock Exchange, Rule 10C-1 under the Exchange Act and our Compensation Committee charter. The members of our Compensation Committee will be “non-employee directors” (within the meaning of Rule 16b-3 under the Exchange Act) and “outside directors” (within the meaning of Section 162(m) of the Code). The initial members of our Compensation Committee will be determined prior to the Spin-Off.

Nominating and Governance Committee

The responsibilities of our Nominating and Governance Committee will be more fully described in our Nominating and Governance Committee charter, and we anticipate that they will include, among other duties:

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• overseeing our corporate governance practices;

• reviewing and recommending to our Board amendments to our by-laws, certificate of incorporation, committee charters and other governance policies;

• reviewing and making recommendations to our Board regarding the structure of our various board committees;

• identifying, reviewing and recommending to our Board individuals for election to the Board;

• adopting and reviewing policies regarding the consideration of candidates for our Board proposed by stockholders and other criteria for membership on our Board;

• overseeing the Chief Executive Officer succession planning process, including an emergency succession plan;

• reviewing the leadership structure for our Board;

• overseeing our Board’s annual self-evaluation; and

• overseeing and monitoring general governance matters, including communications with stockholders and regulatory developments relating to corporate governance.

The Nominating and Governance Committee will consist entirely of independent directors, each of whom will meet the independence requirements set forth in the listing standards of the New York Stock Exchange and our Nominating and Governance Committee charter. The initial members of the Nominating and Governance Committee will be determined prior to the Spin-Off.

Code of Business Ethics

Prior to the completion of the Spin-Off, we will adopt a written code of business ethics that is designed to deter wrongdoing and to promote, among other things:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• the protection of the confidentiality of our non-public information;

• the responsible use of and control over our assets and resources;

• full, fair, accurate, timely and understandable disclosure in reports and documents that we file with the SEC and other regulators and in our other public communications;

• compliance with applicable laws, rules and regulations; and

• accountability for adherence to the code and prompt internal reporting of any possible violation of the code.

Director Nomination Process

Our initial Board will be selected through a process involving both Honeywell and us. The initial directors who will serve after the Spin-Off will begin their terms at the time of the Distribution, with the exception of one independent director who will begin his or her term prior to the date on which “when-issued” trading of our common stock commences on the New York Stock Exchange and will serve on our Audit Committee, Compensation Committee and Nominating and Governance Committee.

Communications with Non-Management Members of the Board of Directors

Generally, it is the responsibility of our management to speak for us in communications with outside parties, but we intend to set forth, in our corporate governance policies, certain processes by which stockholders and other interested third parties may communicate with non-management members of our Board.

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Director Compensation

We expect to adopt a compensation program for our non-employee directors effective upon the completion of the Spin-Off that consists of a combination of annual cash retainer fees and equity-based compensation. Directors who are also employees of AdvanSix will not receive any additional compensation for their service as a director. We have not yet paid any compensation to our non-employee directors.

Cash Compensation

Under the expected program, non-employee directors will receive $80,000 per year as an annual cash retainer for their service on the Board. In addition, non-employee directors will receive additional retainers for the following roles:

• The Independent Chairman of the Board will receive $60,000 per year.

• The Chair of the Audit Committee will receive $20,000 per year and each other member of the Audit Committee will receive $10,000 per year;

• The Chair of the Compensation Committee will receive $15,000 per year and each other member of the Compensation Committee will receive $7,500 per year;

• The Chair of the Nominating and Governance Committee will receive $10,000 per year and each other member of the Nomination and Governance Committee will receive $5,000 per year;

All directors will also be reimbursed for reasonable travel, lodging and related expenses incurred in attending Board meetings.

Equity Compensation

Under the expected program, each non-employee director will be automatically eligible for annual equity award grants in the form of full-value stock awards with a grant-date fair value of approximately $80,000. In addition, in recognition of the efforts of our non-employee directors to ensure a successful Spin-Off, on or around the Distribution Date, each non-employee director will receive an initial equity award with a grant date fair value of approximately $100,000, which cliff-vests on the third anniversary of the grant date, generally subject to continued service on the Board.

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COMPENSATION DISCUSSION AND ANALYSIS

As discussed above, we are currently part of Honeywell and not an independent company, and our Compensation Committee has not yet been formed. Decisions about our executive compensation and benefits to date have been made by the Management Development and Compensation Committee of the Honeywell Board (the “Honeywell Compensation Committee”) and Honeywell senior management. Accordingly, this Compensation Discussion and Analysis (“CD&A”) focuses on Honeywell’s compensation and benefit programs and decisions for 2015. Following the Spin-Off, we expect that our Compensation Committee will review our executive compensation and benefit programs and determine the appropriate compensation and benefits for our executives, and accordingly our executive compensation and benefits programs following the Spin-Off may not be the same as those discussed below.

For purposes of this CD&A and the disclosure that follows, Erin N. Kane, who currently serves as our vice president and general manager of Honeywell Resins and Chemicals, and is expected to serve as our Chief Executive Officer following the Spin-Off, is our sole “Named Executive Officer”. Since our other executive officers will have joined AdvanSix after year end 2015, they will not have been executive officers of AdvanSix in 2015 and, therefore, will be omitted from the discussion below.

Honeywell’s Executive Compensation Philosophy and Approach

Honeywell’s executive compensation and benefit programs are designed to support the creation of stockholder value through four key objectives: (1) attract and retain world-class leadership talent; (2) drive performance that creates stockholder value; (3) pay for superior results and sustainable growth; and (4) manage risk through oversight and compensation design. In setting total compensation to meet these key objectives, Honeywell seeks to achieve the optimal balance between (1) fixed and variable (or “at-risk”) pay elements, (2) short- and long-term pay elements and (3) cash and equity-based elements.

The factors applicable to our Named Executive Officer that generally shape Honeywell’s assessment of compensation and help achieve Honeywell’s key objectives include: (1) compensation history, in total and for each element of compensation; (2) operational and financial performance for Honeywell and each strategic business group (“SBG”) (including Performance Materials and Technologies (“PMT”), the SBG of which we are a part); (3) leadership potential; (4) Honeywell performance relative to the competitive marketplace; (5) performance record; (6) relative level of responsibility within Honeywell and the impact of Ms. Kane’s position on Honeywell’s performance; (7) trends and best practices in executive compensation; and (8) industry and macroeconomic conditions.

Details on Program Elements and Related 2015 Compensation Decisions

Base Salary

Base salaries are intended to attract and compensate high-performing and experienced leaders and are determined based on scope of responsibility and years of experience, with reference to market data (but are not targeted to a specific competitive position). In 2015, based on Ms. Kane’s strong performance record, experience and leadership potential, Honeywell’s senior management raised Ms. Kane’s base salary from a rate of $211,500 to $275,000 annually, effective March 31, 2015.

Short-Term Incentive Awards (“ICP”)

Short-term incentive awards are intended to motivate and reward executives for achieving annual corporate, SBG and functional goals in key areas of financial and operational performance. In 2015, our Named Executive Officer participated in Honeywell’s ICP program, on the same basis as other similarly situated executives of Honeywell. The maximum annual ICP award that Ms. Kane could receive in 2015 as a percentage of base salary was capped at 150% of Ms. Kane’s notional ICP target. Ms. Kane received a 2015 ICP payment of $97,000 (determined from a baseline award of

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40% of base salary), based on the performance of Honeywell and PMT, supplemental factors that were considered by Honeywell’s Compensation Committee and Ms. Kane’s individual performance. For more information on the ICP program, including how Honeywell determined payouts for 2015 based on Honeywell’s performance and other factors considered relevant by the Honeywell Compensation Committee, please see the section entitled “Executive Compensation—Compensation Program Description—Annual Incentive Compensation Plan (“ICP”),” which is deemed incorporated by reference herein from the pertinent pages of Honeywell’s 2016 Proxy Statement attached as Exhibit 99.2 to the Registration Statement on Form 10 of which this Information Statement forms a part.

Long-Term Incentive Compensation

Stock Options and RSUs: Stock option awards are long-term incentives intended to motivate and reward executives for making strategic decisions and taking actions that drive year-over-year improvements in company performance that translate into future increases in stock price. Stock options are directly aligned with the interests of Honeywell’s stockholders because executives only realize value if the stock price appreciates.

RSUs represent a right to receive Honeywell common stock only if certain conditions are met (e.g., continued employment through a specific date or the attainment of certain performance conditions). RSU awards are intended to reward executives for improvements in company performance and are linked with stockholder value since the value of RSU awards rises or falls with Honeywell’s stock price. RSUs are also intended to encourage retention as they generally vest after a period of three years.

Honeywell generally grants annual stock options and RSUs in February of each year during an open trading window period following the release of Honeywell’s financial results for the preceding fiscal year. In determining the size of equity awards, Honeywell considers an executive’s prior year performance, his or her potential to contribute to the future performance of Honeywell and his or her SBG and the vested and unvested equity held by the applicable executive. In 2015, Ms. Kane received 8,000 stock options with an exercise price of $103.90 and a grant date value of $17.23 that vest in equal 25% installments over a four-year period and 1,340 RSUs with a grant date value of $103.90 that cliff-vest at the end of a three-year period.

In connection with the Spin-Off, any Honeywell equity compensation awards, including Honeywell stock options and RSUs, held by AdvanSix employees will continue to be eligible to vest in accordance with their original vesting schedule based on continued service with AdvanSix from the date of the Spin-Off through, in the case of stock options, March 1, 2017 and, in the case of RSUs, the end of July 2017. Such awards will otherwise generally be treated as provided in the incentive compensation plan under which such equity was awarded and the award agreements governing such awards. Any remaining unvested equity that does not become vested on or prior to such vesting date will be forfeited.

Growth Plan: The Growth Plan provides performance-contingent, cash-based, longer-term incentive awards (“GPUs”) to focus executives on achievement of objective, two-year financial metrics that are aligned with Honeywell’s long-term targets then in effect. The operational focus of the Growth Plan adds balance to Honeywell’s executive compensation programs and is intended to complement stock options and RSUs, which reward stock price appreciation.

The Growth Plan consists of two-year, non-overlapping performance cycles (e.g., 2014-2015), with payout of any earned amounts occurring 50% in March of each of the following years (i.e., 2016 and 2017). At the end of the 2014-2015 performance cycle, Honeywell and PMT performance resulted in a calculated payout of 141% of target, so that our Named Executive Officer earned a total potential payout of $162,150, based on the 1,150 GPUs (each with a target value of $100) awarded to Ms. Kane in 2014. For more information on the Growth Plan, including the methodology for determining payouts for the 2014-2015 cycle based on Honeywell’s performance, please see the section entitled “Executive Compensation—Compensation Program Description—Long-Term Incentive Compensation—Growth Plan,” which is deemed incorporated by reference herein from the

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pertinent pages of Honeywell’s 2016 Proxy Statement attached as Exhibit 99.2 to the Registration Statement on Form 10 of which this Information Statement forms a part.

In connection with the Spin-Off, any Honeywell GPUs held by AdvanSix employees will continue to be eligible to vest in accordance with their original vesting schedule based on continued service with AdvanSix from the date of the Spin-Off through the end of March 2017. Such awards will otherwise be treated as provided in the incentive compensation plan under which such GPUs were awarded and the award agreements governing such awards. Any remaining unvested GPUs that do not become vested on or prior to such vesting date will be forfeited.

Other Honeywell Compensation & Benefit Programs

In addition to the annual and long-term compensation programs described above, Honeywell provides its executives with the benefits, retirement plans and limited perquisites summarized below.

Severance Benefits—Honeywell Severance Plan for Senior Executives

In 2015, our Named Executive Officer was eligible to participate in Honeywell’s Severance Plan for Senior Executives (the “Severance Plan”), which provides for certain severance payments and benefits upon termination of employment without cause. The triggering events that would have resulted in the severance payments and benefits and the amount of those payments and benefits were selected to provide the participating executives with financial protection upon loss of employment in order to support Honeywell’s executive retention goals. Benefits provided under the Severance Plan are conditioned on the executive executing a full release of claims and certain non-competition and non-solicitation covenants in favor of Honeywell. In 2015, our Named Executive Officer was not eligible to receive additional or enhanced severance payments or benefits in connection with a change in control under the Severance Plan. The compensation that could be received by our Named Executive Officer in connection with various termination scenarios is set forth in the section of this Information Statement entitled “Potential Payments upon Termination or Change in Control”.

Retirement Plans and Nonqualified Deferred Compensation Plans

In 2015, our Named Executive Officer was eligible to participate in Honeywell’s competitive broad-based plans including a defined benefit pension plan and a 401(k) savings plan that provides matching contributions. Honeywell also maintains an unfunded supplemental retirement plan to replace the portion of an executive’s pension benefit that cannot be paid under the broad-based plan because of IRS limitations as well as certain nonqualified deferred compensation plans to permit retirement savings in a tax-efficient manner in excess of amounts that can be deferred under the 401(k) savings plan due to IRS limitations. Consistent with the long-term focus of the executive compensation program, matching contributions are treated as if invested in Honeywell common stock. The material terms of these plans are explained in detail in the sections of this Information Statement entitled “Pension Benefits—Fiscal Year 2015” and “Nonqualified Deferred Compensation—Fiscal Year 2015”.

Benefits and Perquisites

In 2015, our Named Executive Officer was eligible to participate in Honeywell-wide benefits such as life, medical, dental, accidental death and disability insurance that are competitive with other similarly-sized companies. Our Named Executive Officer participated in these programs on the same basis as the rest of Honeywell’s salaried employees. In 2015, Honeywell maintained excess liability coverage for management personnel, including our Named Executive Officer.

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AdvanSix’s Anticipated Executive Compensation Programs

Overview

As described above, our Compensation Committee will not be established until the Spin-Off and therefore has not established a specific set of objectives or principles for our compensation programs following the Spin-Off. The executive compensation programs in place at the time of the Spin-Off will be those established by Honeywell on our behalf. Following the Spin-Off, our Compensation Committee will review each of the elements of our compensation programs. We believe that the Spin-Off will enable us to offer our key employees compensation directly linked to the performance of our business, which we expect will enhance our ability to attract, retain and motivate qualified personnel and serve the interests of our stockholders.

AdvanSix Chief Executive Officer Employment Letter

On April 19, 2016, Ms. Kane and Honeywell entered into a letter agreement to provide that Ms. Kane would become our Chief Executive Officer, effective upon the Spin-Off. Under the terms of the agreement, Ms. Kane will receive a starting salary of $600,000 and will have an annual target incentive opportunity of 100% of annual base salary. For 2016, Ms. Kane will receive an annual incentive award from Honeywell for the period prior to the Spin-Off equal to 40% of Ms. Kane’s 2016 base salary earnings during such period and will be eligible to receive an annual incentive award from AdvanSix for the period following the Spin-Off based on Ms. Kane’s 2016 base salary earnings during such period, as described in the preceding sentence. For the period following the Spin-Off, Ms. Kane will be eligible to receive long-term incentive compensation opportunities with a target value equal to 375% of Ms. Kane’s annual base salary and will be entitled to participate in the benefit programs that we will offer to our employees generally.

The agreement also provides that at the time of the Spin-Off Ms. Kane will receive a special one-time “founders grant” of AdvanSix RSUs with a grant date value equal to 250% of Ms. Kane’s annual target long-term incentive compensation opportunity and a grant of AdvanSix RSUs with a grant date value equal to approximately $1 million, in order to replace Honeywell equity awards and GPUs forfeited in connection with the Spin-Off. Honeywell determined that the founders grant was in AdvanSix’s best interest, in order to: (1) attract and retain a talented Chief Executive Officer who was familiar with both Honeywell and AdvanSix, and could therefore provide effective guidance and leadership before, during and after the Spin-Off; (2) appropriately align Ms. Kane’s interests with those of AdvanSix’s stockholders and provide a strong incentive to increase stockholder value following the Spin-Off; and (3) recognize Ms. Kane’s commitment to AdvanSix and our stockholders, which is demonstrated by Ms. Kane’s willingness to depart Honeywell at a time of exciting and unprecedented growth and opportunity in order to exclusively devote Ms. Kane’s knowledge and talents to AdvanSix at this critical stage in its development as a new public company.

Compensation and Benefits of AdvanSix’s Other Executive Officers

In May 2016, each of Michael Preston, John M. Quitmeyer and Jonathan Bellamy entered into a letter agreement with Honeywell to provide that Messrs. Preston, Quitmeyer and Bellamy would become, respectively, our Senior Vice President and Chief Financial Officer, Senior Vice President, General Counsel and Chief Human Resources Officer, effective upon the Spin-Off. None of Messrs. Preston, Quitmeyer and Bellamy has previously provided services to the AdvanSix Business. Under the terms of the agreement, the executives will receive the following starting salaries and annual target incentive opportunities as a percentage of base salary: Mr. Preston, $400,000 and 70%, Mr. Quitmeyer, $500,000 and 75%, and Mr. Bellamy, $330,000 and 60%. For 2016, Messrs. Preston, Quitmeyer and Bellamy will receive an annual incentive award from Honeywell for the period prior to the Spin-Off equal to, respectively, 35%, 50% and 35% of the executive’s 2016 base salary earnings during such period and will be eligible to receive an annual incentive award from AdvanSix for the period following the Spin-Off based on his 2016 base salary earnings during such period, as described in the preceding sentence. For the period following the Spin-Off, the executives will be

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eligible to receive long-term incentive compensation opportunities with a target value equal to a percentage of his annual base salary, 150% in the case of Messrs. Preston and Quitmeyer and 100% in the case of Mr. Bellamy, and will be entitled to participate in the benefit programs that we will offer to our employees generally.

The agreements also provide that at the time of the Spin-Off, each of the executives will receive a special one-time “founders grant” of AdvanSix RSUs with a grant date value equal to 200% of his annual target long-term incentive compensation opportunity and a grant of AdvanSix RSUs with a grant date value equal to approximately $1,100,000 for Mr. Preston, $900,000 for Mr. Quitmeyer and $300,000 for Mr. Bellamy, in order to replace Honeywell equity awards and GPUs forfeited in connection with the Spin-Off.

AdvanSix Equity Incentive Plan

In connection with the Spin-Off, Honeywell intends to establish an equity incentive plan on our behalf for the benefit of our officers, employees and directors, and which we will use to provide equity-based incentives to such individuals, aligning their interests with those of our stockholders. However, the terms and conditions of such plan have not yet been determined, and therefore cannot be described here. When available, a description will be provided in a subsequent amendment to this Registration Statement on Form 10, of which this Information Statement forms a part.

Risk Oversight and Other Compensation Considerations

In connection with the Spin-Off, we expect to adopt policies for our executives intended to guard against excessive risk-taking, including: (1) stock ownership guidelines requiring them to hold a multiple of annual base salary in AdvanSix shares, ensuring alignment with stockholders’ long-term interests; (2) a “clawback” policy (which will meet applicable SEC or exchange requirements) to recoup and/or cancel incentive compensation under certain circumstances such as a significant financial restatement; and (3) prohibitions on pledging and hedging our securities.

Section 162(m) of the Code does not currently restrict our ability to take any federal income tax deductions for our executives’ compensation. Following the Spin-Off, our Compensation Committee will consider Section 162(m) of the Code when designing and implementing our compensation programs, but will maintain flexibility to authorize payments that might not be deductible. Our executive compensation has not been the subject of a stockholder advisory vote. However, to the extent applicable, our Compensation Committee will consider the results of advisory votes following the Spin-Off and the views expressed by our stockholders.

2015 SUMMARY COMPENSATION TABLE

The following tables provide information concerning compensation paid by Honeywell for fiscal year 2015 to our Named Executive Officer. Since our other executive officers will have joined AdvanSix after year end 2015, they will not have been executive officers of AdvanSix in 2015 and, therefore, will be omitted from the tables below.

Named Executive Officer and Principal Position	Year		Salary ($)(1)			Bonus ($)			Stock Awards ($)(2)			Option Awards ($)(3)			Non-Equity Incentive Plan Compensation ($)(4)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)			All Other Compensation ($)(6)			Total Compensation
Erin N. Kane, Chief Executive Officer		2015		$	259,125		$	97,000		$	139,266		$	137,840		$	162,150		$	33,428		$	14,112		$	842,921

(1)

Based on a base salary rate of $211,500 through March 31, 2015 and a base salary rate of $275,000 thereafter.

(2)

For RSU awards made in 2015, the grant date fair value per share was $103.90 per share, calculated as the average of the high and low share price of one share of Honeywell common stock on the grant date in accordance with FASB ASC Topic 718. A discussion of the assumptions used in the valuation of RSU awards made in fiscal year 2015 may be found in Note 18 of the Notes to the Financial Statements in Honeywell’s Form 10-K for the year ended December 31, 2015, which is incorporated by reference herein from the pertinent pages attached as Exhibit 99.3 to the Registration Statement on Form 10 of which this Information Statement forms a part.

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(3)	2015 amounts reflect the aggregate grant date fair value of annual stock option awards computed in accordance with FASB ASC Topic 718, using the Black-Scholes option-pricing model at the time of grant, with the expected-term input derived from a risk-adjusted Monte Carlo simulation model that considers historical exercise behavior and probability-weighted movements in Honeywell’s stock price over time. 2015 annual stock options were awarded on February 26, 2015 with a Black-Scholes value of $17.23 per share. A discussion of the assumptions used in the valuation of option awards made in fiscal year 2015 may be found in Note 18 of the Notes to the Financial Statements in Honeywell’s Form 10-K for the year ended December 31, 2015, which is incorporated by reference herein from the pertinent pages attached as Exhibit 99.3 to the Registration Statement on Form 10 of which this Information Statement forms a part.
(4)	2015 amounts reflect the full earned award under the Growth Plan with respect to the 2014-2015 performance cycle, reported in a single year as required by applicable SEC rules.
(5)	2015 values represent the aggregate change in the present value of Ms. Kane’s accumulated benefit under Honeywell’s pension plans from December 31, 2014 to December 31, 2015.
(6)	For 2015, all other compensation consists of Honeywell matching contributions to Ms. Kane’s deferred compensation accounts.

GRANTS OF PLAN-BASED AWARDS—FISCAL YEAR 2015

Named Executive Officer	Grant Date		All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise Base Price of Option Awards ($/Sh)			Closing Price on Date of Grant of Option Awards ($/Sh)			Grant Date Fair Value of Stock and Option Awards
Erin N. Kane		2/26/2015				8,000		$	103.90		$	103.64		$	137,840
		2/26/2015		1,340										$	139,226

OUTSTANDING EQUITY AWARDS AT 2015 FISCAL YEAR-END

Named Executive Officer	Grant Date		Option Awards									Stock Awards(2)
			Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)			Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
Erin N. Kane		2/26/2015		—		8,000		$	103.90		2/25/2025		1,369		$	141,787
		7/25/2014		—		—			—		—		2,579		$	267,107
		2/27/2014		1,000		3,000		$	93.97		2/26/2024		698		$	72,292
		2/27/2013		1,500		1,500		$	69.77		2/26/2023		793		$	82,131
		7/25/2012		—		—			—		—		2,165		$	224,229
		2/29/2012		1,500		750		$	59.87		2/28/2022		—			—

(1)

Option grants vest in four annual installments on the first four anniversaries of the grant date at the rate of 25% per year.

(2)

RSU grants vest in full on the third anniversary of the grant date, except that the RSUs granted on July 25, 2012 will vest 50% on each of the fifth and seventh anniversaries of the grant date and the RSUs granted on July 25, 2014 will vest 33.3% on each of the third, fifth and seventh anniversaries of the grant date. Includes dividend equivalents granted through December 31, 2015 that were reinvested as additional unvested RSUs that will vest based on the same vesting schedule of the RSUs to which they relate.

OPTION EXERCISES AND STOCK VESTED—FISCAL YEAR 2015

Named Executive Officer	Option Awards				Stock Awards
	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Erin N. Kane		—		—		1,054		$	107,174

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PENSION BENEFITS—FISCAL YEAR 2015

The following table provides summary information about the pension benefits that have been earned by Ms. Kane under two pension plans, the Honeywell International Inc. Supplemental Executive Retirement Plan (the “Honeywell SERP”) and the Honeywell International Inc. Retirement Earnings Plan (the “Honeywell REP”). The Honeywell REP is a tax-qualified pension plan in which a significant portion of Honeywell’s U.S. employees participate and which, as a broad-based pension plan, is subject to tax requirements that impose dollar limitations on the benefits that can be provided. To make up for these limitations, Honeywell provides supplemental pension benefits through the Honeywell SERP.

Named Executive Officer	Plan Name	Number of Years of Credited Service (#)		Present Value of Accumulated Benefits ($)(1)
Erin N. Kane(1)	Honeywell REP		13.063		$	192,659
	Honeywell SERP		13.063		$	31,245
	Total		—		$	223,904

(1) For both the Honeywell REP and the Honeywell SERP, the formula that is used to determine the amount of pension benefits for Ms. Kane under the Honeywell REP and the Honeywell SERP is as follows: lump sum equal to (1) 6% of final average compensation (annual average compensation for the five calendar years out of the previous ten calendar years that produces highest average) times (2) credited service. For purposes of this formula, annual compensation includes base pay, short-term incentive compensation in the year paid, payroll-based rewards and recognition and lump sum incentives.

NONQUALIFIED DEFERRED COMPENSATION—FISCAL YEAR 2015

The following table provides information on Honeywell’s defined contribution or other plans that during 2015 provided for deferrals of compensation on a basis that is not tax-qualified. These include the Honeywell Supplemental Savings Plan (the “Honeywell SS Plan”), which Ms. Kane has participated in since 2014. All deferred compensation amounts are unfunded and unsecured obligations of Honeywell and are subject to the same risks as any of Honeywell’s general obligations. Additional details about these plans can be found in the section entitled “Executive Compensation—Nonqualified Deferred Compensation-Fiscal Year 2015—Honeywell Supplemental Savings Plan,” which is deemed incorporated by reference herein from the pertinent pages of Honeywell’s 2016 Proxy Statement attached as Exhibit 99.2 to the Registration Statement on Form 10 of which this Information Statement forms a part.

Named Executive Officer	Plan		Executive Contributions in last FY ($)(1)		Registrant Contributions in last FY ($)(1)		Aggregate Earnings in last FY ($)(1)			Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at last FYE ($)(1)
Erin N. Kane		Honeywell SS Plan		—		—		$	485.74		—		$	13,101

(1) The amounts reported in the contributions and earnings columns are not reported in the “2015 Summary Compensation Table”.

Summary of Potential Payments and Benefits—Termination Events

The table below summarizes the payments and benefits that would have become payable to Ms. Kane in connection with certain terminations of employment and/or a Honeywell Change in Control. Assuming such events occurred on December 31, 2015, Ms. Kane would have been entitled to severance and other benefits having the following estimated aggregate value: (1) termination by Honeywell without cause, $206,976; (2) termination due to death or disability, $1,061,971; and (3) in connection with a Honeywell Change in Control, (a) termination without cause by Ms. Kane with good reason, $1,365,947 and (b) if Ms. Kane’s employment had not terminated, $750,077. Cause, good reason and Honeywell Change in Control have the meanings assigned to them in the applicable plan.

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Benefit	Amount and terms of payments
Severance Payments	•	Nine months of base salary, paid in cash installments for such period, upon an involuntary termination without cause.
	•	Payment conditioned upon a general release in favor of Honeywell, compliance with non-disclosure and non-solicitation of employees and customers covenants and refraining from certain other misconduct.
	•	Not enhancements in connection with a Honeywell Change in Control.
Annual Bonus for the Year of Termination	•	Only payable outside of the ordinary course if a Honeywell Change in Control has occurred.
	•	Prorated ICP bonus is payable for the year in which a Honeywell Change in Control occurs.
	•	Based on achievement of Pre-Established ICP goals and the Honeywell Compensation Committee’s assessment of other relevant criteria for the period ending on the Honeywell Change in Control.
	•	Paid at the time ICP awards are typically paid to Honeywell executives, but only if the employee is actively employed on the payment date or has been involuntarily terminated other than for cause or with good reason.
Equity-Based Awards	•	Vest in full in the event of death or disability.
	•	Awards granted prior to April 2014 would vest in full upon a Honeywell Change in Control.
	•	Awards granted after April 2014 that are assumed by the successor in a Honeywell Change in Control would only vest if a participant’s employment is terminated by the successor without cause or by the participant with good reason within two years following the Honeywell Change in Control.
Growth Plan Awards	•	In the event of death or disability, the 2014-2015 GPUs would be paid out, in full, based on actual performance determined at the end of the performance cycle and payment would be made no later than the 15th day of the third month following the end of the performance cycle.
	•	In the event of a Honeywell Change in Control, the 2014-2015 GPUs would be payable in full based on actual performance. Payment would be made in a lump sum within 90 days of the Honeywell Change in Control.
Certain Benefits and Perquisites	•	Health and welfare coverage is continued during the severance period at active employee contribution rates.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the date of this Information Statement, Honeywell beneficially owns all the outstanding shares of our common stock. After the Spin-Off, Honeywell will not own any shares of our common stock. The following table provides information regarding the anticipated beneficial ownership of our common stock at the time of the Distribution by:

• each of our stockholders whom we believe (based on the assumptions described below) will beneficially own more than 5% of our outstanding common stock;

• each of our directors following the Spin-Off;

• each of our named executive officers as defined in Item 402(A)(3) of Regulation S-K; and

• all of our directors and executive officers following the Spin-Off as a group.

Except as otherwise noted below, we based the share amounts on each person’s beneficial ownership of Honeywell common stock on , giving effect to a distribution ratio of shares of our common stock for every shares of Honeywell common stock he, she or it held.

Except as otherwise noted in the footnotes below, each person or entity identified in the table has sole voting and investment power with respect to the securities he, she or it holds.

Immediately following the Spin-Off, we estimate that shares of our common stock will be issued and outstanding, based on the approximately shares of Honeywell common stock outstanding on . The actual number of shares of our common stock outstanding following the Spin-Off will be determined on , the Record Date.

Name	Amount and Nature of Beneficial Ownership		Percentage of Class
Directors and Named Executive Officers:
Paul E. Huck				*
Erin N. Kane				*
Michael Preston				*
Daniel F. Sansone				*
Sharon S. Spurlin				*
All directors and executive officers as a Group ( persons):
Principal Stockholders:
BlackRock, Inc.(1)		45,037,592		5.8	%
55 East 52nd Street
New York, NY 10022
The Vanguard Group(2)		41,688,512		5.4	%
100 Vanguard Blvd.
Malvern, PA 19355

*	Represents beneficial ownership of less than one percent of the outstanding common stock.
(1)	Based on a Schedule 13G/A filed by BlackRock Inc. with the SEC on January 26, 2016. BlackRock Inc. has sole voting power in respect of 38,134,550 shares and sole dispositive power in respect of 45,031,272 shares.
(2)	Based on a Schedule 13G filed by Vanguard Group Inc. with the SEC on February 11, 2016. The Vanguard Group and certain related entities have sole voting power in respect of 1,428,719 shares and sole dispositive power in respect of 40,175,758 shares.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Agreements with Honeywell

In order to govern the ongoing relationships between us and Honeywell after the Spin-Off and to facilitate an orderly transition, we and Honeywell intend to enter into agreements providing for various services and rights following the Spin-Off, and under which we and Honeywell will agree to indemnify each other against certain liabilities arising from our respective businesses. The following summarizes the terms of the material agreements we expect to enter into with Honeywell.

Separation and Distribution Agreement

We intend to enter into a Separation and Distribution Agreement with Honeywell before the Distribution. The Separation and Distribution Agreement will set forth our agreements with Honeywell regarding the principal actions to be taken in connection with the Spin-Off. It will also set forth other agreements that govern aspects of our relationship with Honeywell following the Spin-Off.

Transfer of Assets and Assumption of Liabilities

The Separation and Distribution Agreement will identify certain transfers of assets and assumptions of liabilities that are necessary in advance of our separation from Honeywell so that we and Honeywell retain the assets of, and the liabilities associated with, our respective businesses. The Separation and Distribution Agreement generally provides that the assets comprising our business will consist of those owned or held by us or those primarily related to our current business and operations. The liabilities we will assume in connection with the Spin-Off will generally consist of those related to the past and future operations of our business, including our three current manufacturing locations and the other locations used in our current operations. Honeywell will retain assets and assume liabilities related to former business locations or the operation of our former business. The Separation and Distribution Agreement will also provide for the settlement or extinguishment of certain liabilities and other obligations between us and Honeywell.

Internal Transactions

The Separation and Distribution Agreement will describe certain actions related to our separation from Honeywell that will occur prior to the Distribution such as the formation of our subsidiaries and certain other internal restructuring actions to be taken by us and Honeywell, including the contribution by Honeywell to us of the assets and liabilities that comprise our business.

Intercompany Arrangements

All agreements, arrangements, commitments and understandings, including most intercompany accounts payable or accounts receivable, between us, on the one hand, and Honeywell, on the other hand, will terminate effective as of the date on which Honeywell contributes to us the assets and liabilities that comprise our business, except specified agreements and arrangements that are intended to survive the Distribution.

Credit Support

We will agree to use reasonable best efforts to arrange, prior to the Distribution, for the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances of credit support currently provided by or through Honeywell or any of its affiliates for the benefit of us or any of our affiliates.

Representations and Warranties

In general, neither we nor Honeywell will make any representations or warranties regarding any assets or liabilities transferred or assumed, any consents or approvals that may be required in

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connection with these transfers or assumptions, the value or freedom from any lien or other security interest of any assets transferred, the absence of any defenses relating to any claim of either party or the legal sufficiency of any conveyance documents. Except as expressly set forth in the Separation and Distribution Agreement, all assets will be transferred on an “as is”, “where is” basis.

Further Assurances

The parties will use reasonable best efforts to effect any transfers contemplated by the Separation and Distribution Agreement that have not been consummated prior to the Distribution as promptly as practicable following the Distribution Date. In addition, the parties will use reasonable best efforts to effect any transfer or re-transfer of any asset or liability that was improperly transferred or retained as promptly as practicable following the Distribution.

The Distribution

The Separation and Distribution Agreement will govern Honeywell’s and our respective rights and obligations regarding the proposed Distribution. Prior to the Distribution, Honeywell will deliver all the issued and outstanding shares of our common stock to the distribution agent. Following the Distribution Date, the distribution agent will electronically deliver the shares of our common stock to Honeywell stockholders based on the distribution ratio. The Honeywell Board may, in its sole and absolute discretion, determine the Record Date, the Distribution Date and the terms of the Spin-Off. In addition, Honeywell may at any time until the Distribution decide to abandon the Distribution or modify or change the terms of the Distribution.

Conditions

The Separation and Distribution Agreement will also provide that several conditions must be satisfied or, to the extent permitted by law, waived by Honeywell in its sole and absolute discretion before the Distribution can occur. For further information about these conditions, see “The Spin-Off—Conditions to the Spin-Off”.

Exchange of Information

We and Honeywell will agree to provide each other with information reasonably necessary to comply with reporting, disclosure, filing or other requirements of any national securities exchange or governmental authority, for use in judicial, regulatory, administrative and other proceedings and to satisfy audit, accounting, litigation and other similar requests. We and Honeywell will also agree to use reasonable best efforts to retain such information in accordance with our respective record retention policies as in effect on the date of the Separation and Distribution Agreement. Each party will also agree to use its reasonable best efforts to assist the other with its financial reporting and audit obligations.

Intellectual Property Restrictions and Licenses

We will agree not to assert our intellectual property rights against Honeywell or (with limited exceptions) act to impair Honeywell’s intellectual property rights, and Honeywell will agree not to assert its intellectual property rights against us or (with limited exceptions) act to impair our intellectual property rights, in each case for a period of five years. We will grant to Honeywell, and Honeywell will grant to us, a perpetual royalty-free license to certain intellectual property that has historically been shared between us and Honeywell and we will agree to negotiate a commercial license with Honeywell under other intellectual property rights in the event either we or Honeywell determine such rights are necessary in order to pursue new projects in the ordinary course of business. These restrictions and licenses will be binding on future licensees or assignees of our and Honeywell’s intellectual property rights.

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Termination

The Honeywell Board, in its sole and absolute discretion, may terminate the Separation and Distribution Agreement at any time prior to the Distribution.

Release of Claims

We and Honeywell will each agree to release the other and its affiliates, successors and assigns, and all persons that prior to the Distribution have been the other’s stockholders, directors, officers, members, agents and employees, and their respective heirs, executors, administrators, successors and assigns, from any claims against any of them that arise out of or relate to events, circumstances or actions occurring or failing to occur or any conditions existing at or prior to the time of the Distribution. These releases will be subject to exceptions set forth in the Separation and Distribution Agreement.

Indemnification

We and Honeywell will each agree to indemnify the other and each of the other’s current, former and future directors, officers and employees, and each of the heirs, administrators, executors, successors and assigns of any of them, against certain liabilities incurred in connection with the Spin-Off and our and Honeywell’s respective businesses. The amount of either Honeywell’s or our indemnification obligations will be reduced by any insurance proceeds the party being indemnified receives. The Separation and Distribution Agreement will also specify procedures regarding claims subject to indemnification.

Transition Services Agreement

We intend to enter into a Transition Services Agreement pursuant to which Honeywell will provide us, and we will provide Honeywell, with specified services, including information technology, financial, human resources and labor, health, safety and environmental, sales, product stewardship, operational and manufacturing support, procurement, customer support, supply chain and logistics and legal and contract and other specified services, for a limited time to help ensure an orderly transition following the Distribution. For a limited time after the Spin-Off, we may request that additional services in the same functional categories as the specified services be provided by Honeywell to us so long as such additional services were provided historically by Honeywell to our business. The services are generally intended to be provided for a period no longer than 24 months following the Distribution. Each of the parties agrees to use its commercially reasonable efforts to take any actions necessary or advisable for it to be able to provide the services for itself as soon as practicable after the Spin-Off. Each party may terminate the agreement in its entirety in the event of a material breach of the agreement by the other party that is not cured within a specified time period. Each party may also terminate the services on an individual basis upon prior written notice to the party providing the service.

As specified under the Transition Services Agreement, the service provider is generally reimbursed for its direct cost, in addition to an approximately 5% margin on such direct costs, providing the service, which may not necessarily be reflective of prices that could have been obtained for similar services from an independent third-party. The cost of the services to be provided by each party is not expected to be material.

We have agreed to hold Honeywell harmless from any damages arising out of Honeywell’s provision of the services unless such damages are the result of Honeywell’s willful misconduct, gross negligence or breach of certain provisions of the agreement. Additionally, Honeywell’s liability is generally subject to a cap in the amount of fees actually received by Honeywell from us in connection with the provision of the services. We also generally indemnify Honeywell for all liabilities arising out of Honeywell’s provision of the services unless such liabilities are the result of Honeywell’s willful misconduct or gross negligence, in which case, Honeywell indemnifies us for such liabilities. These indemnification and liability terms are customary for agreements of this type.

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Given the short-term nature of the Transition Services Agreement, we are in the process of increasing our internal capabilities to eliminate reliance on Honeywell for the transition services it will provide us as quickly as possible following the Spin-Off. We have the right under the Transition Services Agreement to terminate our receipt of any service once we develop the internal capabilities to provide the service on a standalone basis, subject to certain limitations.

Tax Matters Agreement

We intend to enter into a Tax Matters Agreement with Honeywell that will govern the respective rights, responsibilities and obligations of Honeywell and us after the Distribution with respect to all tax matters (including tax liabilities, tax attributes, tax returns and tax contests).

The Tax Matters Agreement will generally provide that Honeywell will indemnify us for taxes relating to tax periods prior to the Distribution. Honeywell will have the right to control any audit or contest relating to these taxes. In addition, the Tax Matters Agreement will provide that we will be required to indemnify Honeywell for any taxes (and reasonable expenses) resulting from the failure of the Spin-Off and related internal transactions to qualify for their intended tax treatment under U.S. federal income tax law where such taxes result from (a) breaches of covenants and representations we make and agree to in connection with the Spin-Off, (b) the application of certain provisions of U.S. federal income tax law to these transactions or (c) any other action or omission (other than actions expressly required or permitted by the Separation and Distribution Agreement, the Tax Matters Agreement or other ancillary agreements) we take after the Distribution that gives rise to these taxes. Honeywell will have the exclusive right to control the conduct of any audit or contest relating to these taxes, but will not be permitted to settle any such audit or contest without our consent (which we may not unreasonably withhold or delay).

The Tax Matters Agreement will impose certain restrictions on us and our subsidiaries (including restrictions on share issuances, redemptions or repurchases, business combinations, sales of assets, and similar transactions) that will be designed to address compliance with Section 355 of the Code and preserve the tax-free nature of the Spin-Off. These restrictions will apply for the two-year period after the Distribution. Under the Tax Matters Agreement, these restrictions will apply unless Honeywell gives its consent for us to take a restricted action, which it is permitted to grant or withhold at its sole discretion. These restrictions may limit our ability to pursue strategic transactions or engage in new businesses or other transactions that may maximize the value of our business, and might discourage or delay a strategic transaction that our stockholders may consider favorable.

Employee Matters Agreement

We intend to enter into an Employee Matters Agreement with Honeywell that will address employment and employee compensation and benefits matters. The Employee Matters Agreement will address the allocation and treatment of assets and liabilities relating to employees and compensation and benefit plans and programs in which our employees participated prior to the Spin-Off. In general, Honeywell will generally retain all employment and employee compensation and benefits-related liabilities that relate to periods prior to the Spin-Off, and we will generally be responsible for all employment and employee compensation and benefits-related liabilities relating to our employees and other service providers that relate to periods on and following the Spin-Off. Specifically, Honeywell will retain assets and liabilities with respect to our employees under the Honeywell pension plan and the Honeywell nonqualified and deferred compensation plans. Generally, each of our employees will cease active participation in Honeywell compensation and benefit plans as of the Spin-Off, with the exception of any continued participation pursuant to the terms of the Transition Services Agreement. The Employee Matters Agreement also provides that we will establish certain compensation and benefit plans for the benefit of our employees following the Spin-Off, including a 401(k) savings plan, which will accept direct rollovers of account balances from the Honeywell 401(k) savings plan for any of our employees who elect to do so. Generally, following the Spin-Off, we will assume and be responsible for any annual bonus payments, including with respect to the year in which the Spin-Off occurs, and any other cash-based incentive or retention awards, other than GPUs outstanding at the time of the Spin-Off, to our current and

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former employees. Honeywell long-term incentive compensation awards, including stock options, RSUs and GPUs, held by AdvanSix employees will be treated as described in “Compensation Discussion and Analysis—Details on Program Elements and Related 2015 Compensation Decisions—Long-Term Incentive Compensation”. The Employee Matters Agreement incorporates the indemnification provisions contained in the Separation and Distribution Agreement and described above. In addition, the Employee Matters Agreement provides that we will indemnify Honeywell for any liabilities associated with the active participation of our current and former employees in Honeywell’s benefit plans following the Distribution Date.

Site Sharing and Services Agreements

In addition to the above agreements, we intend to enter into site sharing and services agreements with Honeywell, pursuant to which (1) we will provide a long-term lease to Honeywell at our Chesterfield, Virginia facility where Honeywell produces SpectraÔ advanced fibers and composite materials, (2) Honeywell will provide us with a long-term lease at Honeywell’s Colonial Heights, Virginia facility which serves as one of our R&D and engineering centers and (3) Honeywell will provide us with a long-term lease at Honeywell’s Pottsville, Pennsylvania facility where we produce advanced biaxially oriented nylon film under the Capran® trademark. Each of these leases will allow the applicable tenant to access and use a portion of the property in a manner and for the purposes that are consistent with such party’s use immediately prior to the Spin-Off. Under each agreement, the facility owner—Honeywell in the case of Pottsville and Colonial Heights and AdvanSix in the case of Chesterfield—will provide the other party a range of site maintenance, security and support services similar to what a tenant would customarily expect in a multi-tenant facility. Each tenant is responsible for its own on-site commercial and manufacturing activities. Lease payments were determined using arms-length, industrial leasing rates applicable in each geography. The lease payments may be increased based on the fair market rental value of the rented premises under certain circumstances. Site maintenance, security and support services are provided at each party’s direct costs. Each agreement has an initial term of approximately two years, which renews automatically for successive two year terms unless earlier terminated pursuant to the terms of the agreement. Either party may terminate upon two years prior written notice to the extent that the continuation of the Agreement is no longer commercially feasible. Additionally, the applicable tenant under each agreement may terminate the agreement upon 12-months prior written notice received by a specified date within each term.

Other Arrangements

We intend to supply Honeywell’s requirements for acetaldehyde oxime (“AAO”) and 2-pentanone oxime (“2PO”) under a two year, fixed cost supply agreement. For the year ended December 31, 2015, our AAO/2PO product sales to Honeywell generated $9.1 million in sales and represented 0.7% of our 2015 total sales. Both products are currently manufactured by us in Hopewell, Virginia. No additional production equipment or expansions are required to supply these products to Honeywell. The two chemicals are sold by Honeywell’s Specialty Chemicals business primarily into the agricultural and sealant sectors.

Prior to the Spin-Off, we have had various other arrangements with Honeywell, including arrangements whereby Honeywell has provided us with finance, human resources, legal, information technology, general insurance, risk management and other corporate functions as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Overview—Basis of Presentation”. As described in more detail in “—Separation and Distribution Agreement” above, these arrangements, other than those contemplated pursuant to the Transition Services Agreement, will generally be terminated in connection with the Spin-Off. We do not consider these arrangements with Honeywell to be material.

Policy and Procedures Governing Related Party Transactions

Prior to the completion of the Spin-Off, our Board will adopt a written policy regarding the review, approval and ratification of transactions with related persons. We anticipate that this policy

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will provide that our Nominating and Governance Committee review each of AdvanSix’s transactions involving an amount exceeding $120,000 and in which any “related person” had, has or will have a direct or indirect material interest. In general, “related persons” are our directors, director nominees, executive officers and stockholders beneficially owning more than 5% of our outstanding common stock and immediate family members or certain affiliated entities of any of the foregoing persons. We expect that our Nominating and Governance Committee will approve or ratify only those transactions that are fair and reasonable to AdvanSix and in our and our stockholders’ best interests.

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DESCRIPTION OF OUR CAPITAL STOCK

General

Prior to the Distribution, Honeywell, as our sole stockholder, will approve and adopt our Amended and Restated Certificate of Incorporation, and our Board will approve and adopt our Amended and Restated By-laws. The following summarizes information concerning our capital stock, including material provisions of our Amended and Restated Certificate of Incorporation, our Amended and Restated By-laws and certain provisions of Delaware law. You are encouraged to read the forms of our Amended and Restated Certificate of Incorporation and our Amended and Restated By-laws, which are filed as exhibits to our Registration Statement on Form 10, of which this Information Statement is a part, for greater detail with respect to these provisions.

Distribution of Securities

During the past three years, we have not sold any securities, including sales of reacquired securities, new issues, securities issued in exchange for property, services or other securities, and new securities resulting from the modification of outstanding securities that were not registered under the Securities Act.

Authorized Capital Stock

Immediately following the Spin-Off, our authorized capital stock will consist of shares of common stock, par value $0.01 per share.

Common Stock

Shares Outstanding

Immediately following the Spin-Off, we estimate that approximately shares of our common stock will be issued and outstanding, based on approximately shares of Honeywell common stock outstanding as of . The actual number of shares of our common stock outstanding immediately following the Spin-Off will depend on the actual number of shares of Honeywell common stock outstanding on the Record Date, and will reflect any issuance of new shares or exercise of outstanding options pursuant to Honeywell’s equity plans and any repurchases of Honeywell shares by Honeywell pursuant to its common stock repurchase program, in each case on or prior to the Record Date.

Dividends

Holders of shares of our common stock will be entitled to receive dividends when, as and if declared by our Board at its discretion out of funds legally available for that purpose, subject to the preferential rights of any preferred stock that may be outstanding. The timing, declaration, amount and payment of future dividends will depend on our financial condition, earnings, capital requirements and debt service obligations, as well as legal requirements, regulatory constraints, industry practice and other factors that our Board deems relevant. Additionally, the terms of the indebtedness we intend to incur in connection with the Spin-Off may limit our ability to pay cash dividends. Our Board will make all decisions regarding our payment of dividends from time to time in accordance with applicable law. See “Dividend Policy” and “Risk Factors—Risks Relating to Our Common Stock and the Securities Market—We cannot assure you that we will pay dividends on our common stock, and our indebtedness will limit our ability to pay dividends on our common stock.”

Voting Rights

The holders of our common stock will be entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders.

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Other Rights

Subject to the preferential liquidation rights of any preferred stock that may be outstanding, upon our liquidation, dissolution or winding-up, the holders of our common stock will be entitled to share ratably in our assets legally available for distribution to our stockholders.

Fully Paid

The issued and outstanding shares of our common stock are fully paid and non-assessable. Any additional shares of common stock that we may issue in the future will also be fully paid and non-assessable.

The holders of our common stock will not have preemptive rights or preferential rights to subscribe for shares of our capital stock.

Preferred Stock

Our Amended and Restated Certificate of Incorporation will authorize our Board to designate and issue from time to time one or more series of preferred stock without stockholder approval. Our Board may fix and determine the preferences, limitations and relative rights of each series of preferred stock. There are no present plans to issue any shares of preferred stock.

Certain Provisions of Delaware Law, Our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws

Amended and Restated Certificate of Incorporation and Amended and Restated By-laws

Certain provisions in our proposed Amended and Restated Certificate of Incorporation and our proposed Amended and Restated By-laws summarized below may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our Board and in the policies formulated by our Board and to discourage certain types of transactions that may involve an actual or threatened change of control.

• Classified board. Our Amended and Restated Certificate of Incorporation will provide that, until the annual stockholder meeting in the year that is three years after the Spin-Off, our Board will be divided into three classes, with each class consisting, as nearly as may be possible, of one-third of the total number of directors. The directors designated as Class I directors will have terms expiring at the first annual meeting of stockholders following the Distribution, which we expect to hold in 2017. The directors designated as Class II directors will have terms expiring at the following year’s annual meeting, which we expect to hold in 2018, and the directors designated as Class III directors will have terms expiring at the following year’s annual meeting, which we expect to hold in 2019. Commencing with the first annual meeting following the Distribution, directors elected to succeed those directors whose terms then expire will be elected for a term of office to expire at the 2020 annual meeting. Beginning at the 2020 annual meeting, all of our directors will stand for election each year for annual terms, and our board will therefore no longer be divided into three classes. Before our Board is declassified, it would take at least two elections of directors for any individual or group to gain control of our Board. Accordingly, while the classified board is in effect, these provisions could discourage a third-party from initiating a proxy contest, making a tender offer or otherwise attempting to control us.

• Removal. Our Amended and Restated Certificate of Incorporation will provide that (i) prior to our Board being declassified as discussed above, our stockholders may remove directors only for cause and (ii) after our Board has been fully declassified, our stockholders may remove directors with or without cause. Removal will require the affirmative vote of holders of at least a majority of our voting stock.

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• Blank Check Preferred Stock. Our Amended and Restated Certificate of Incorporation will authorize our Board to designate and issue, without any further vote or action by the stockholders, up to million shares of preferred stock from time to time in one or more series and, with respect to each such series, to fix the number of shares constituting the series and the designation of the series, the voting powers (if any) of the shares of the series, and the preferences and relative, participating, optional and other rights, if any, and any qualifications, limitations or restrictions, of the shares of such series. The ability to issue such preferred stock could discourage potential acquisition proposals and could delay or prevent a change in control.

• No Stockholder Action by Written Consent. Our Amended and Restated Certificate of Incorporation will expressly exclude the right of our stockholders to act by written consent. Stockholder action must take place at an annual meeting or at a special meeting of our stockholders.

• Special Stockholder Meetings. Our Amended and Restated Certificate of Incorporation and our Amended and Restated By-laws will provide that only our Chief Executive Officer and a majority of our directors will be able to call a special meeting of stockholders. Stockholders will not be permitted to call a special meeting or to require our Board to call a special meeting.

• Requirements for Advance Notification of Stockholder Nominations and Proposals. Under our Amended and Restated By-laws, stockholders of record will be able to nominate persons for election to our Board or bring other business constituting a proper matter for stockholder action only by providing proper notice to our secretary. In the case of annual meetings, proper notice must be given, generally between 90 and 120 days prior to the first anniversary of the prior year’s annual meeting. In the case of special meetings, proper notice must be given no earlier than the 90th day prior to the relevant meeting and no later than the later of the 60th day prior to such meeting or the 10th day following the public announcement of the meeting. Such notice must include, among other information, the name and address of the stockholder giving the notice, a representation that such stockholder is a holder of record of our common stock as of the date of the notice, certain information regarding such stockholder’s beneficial ownership of our securities and any derivative instruments based on or linked to the value of or return on our securities as of the date of the notice, certain information relating to each person whom such stockholder proposes to nominate for election as a director or a brief description of any other business such stockholder proposes to bring before the meeting and the reason for conducting such business and a representation as to whether such stockholder intends to solicit proxies.

• Cumulative Voting. The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless the company’s certificate of incorporation provides otherwise. Our Amended and Restated Certificate of Incorporation will not provide for cumulative voting.

• Amendments to Certificate of Incorporation and By-Laws. The DGCL provides that the affirmative vote of holders of a majority of a company’s voting stock then outstanding is required to amend the company’s certificate of incorporation unless the company’s certificate of incorporation provides a higher threshold, and our Amended and Restated Certificate of Incorporation will not provide for a higher threshold. Our Amended and Restated Certificate of Incorporation will provide that our Amended and Restated By-Laws may be amended by our Board or by the affirmative vote of holders of at least two-thirds of our voting stock.

Delaware Takeover Statute

We are subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that such stockholder became an interested stockholder.

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Limitation on Liability of Directors and Indemnification of Directors and Officers

Delaware law authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors, and our Amended and Restated Certificate of Incorporation will include such an exculpation provision. Our Amended and Restated By-Laws and Amended and Restated Certificate of Incorporation will include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors, officers or employees for monetary damages for actions taken as a director, officer, employee or agent of AdvanSix, or for serving at the AdvanSix request as a director, officer, employee or agent at another corporation or enterprise, as the case may be. Our Amended and Restated By-Laws and Amended and Restated Certificate of Incorporation will also provide that we must indemnify and advance reasonable expenses to our directors, officers and employees, subject to our receipt of an undertaking from the indemnified party as may be required under the DGCL. Our Amended and Restated By-Laws will expressly authorize us to carry directors’ and officers’ insurance to protect AdvanSix, its directors, officers and employees for some liabilities.

The limitation of liability and indemnification provisions that will be included in our Amended and Restated By-Laws and Amended and Restated Certificate of Incorporation may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions will not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding against any of our directors, officers or employees for which indemnification is sought.

Exclusive Forum

Our Amended and Restated Certificate of Incorporation will provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery located within the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of AdvanSix, any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee or stockholder of AdvanSix to AdvanSix or AdvanSix’s stockholders, any action asserting a claim arising pursuant to the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery located in the State of Delaware or any action asserting a claim governed by the internal affairs doctrine. However, if the Court of Chancery within the State of Delaware does not have jurisdiction, the action may be brought in any other state or federal court located within the State of Delaware.

Transfer Agent and Registrar

We have not yet determined who the transfer agent and registrar for our common stock will be, but we expect to do so prior to the Spin-Off and will provide further information in an amendment to this Information Statement.

Listing

We intend to list our common stock on the New York Stock Exchange under the symbol “ASIX.”

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WHERE YOU CAN FIND MORE INFORMATION

We have filed a Registration Statement on Form 10 with the SEC with respect to the shares of our common stock that Honeywell’s stockholders will receive in the Distribution as contemplated by this Information Statement. This Information Statement is a part of, and does not contain all the information set forth in, the Registration Statement and the other exhibits and schedules to the Registration Statement. For further information with respect to us and our common stock, please refer to the Registration Statement, including its other exhibits and schedules. Statements we make in this Information Statement relating to any contract or other document are not necessarily complete, and you should refer to the exhibits attached to the Registration Statement for copies of the actual contract or document. You may review a copy of the Registration Statement, including its exhibits and schedules, at the SEC’s public reference room, located at 100 F Street, N.E., Washington, D.C. 20549, as well as on the Internet website maintained by the SEC at www.sec.gov. Please call the SEC at 1-800-SEC-0330 for more information on the public reference room. Information contained on any website we refer to in this Information Statement does not and will not constitute a part of this Information Statement or the Registration Statement on Form 10 of which this Information Statement is a part.

As a result of the Spin-Off, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with the Exchange Act, we will file periodic reports, proxy statements and other information with the SEC.

You may request a copy of any of our filings with the SEC at no cost by writing us at the following address:

Investor Relations
AdvanSix Inc.
115 Tabor Road
Morris Plains, NJ 07950
(973) 455-2000

We intend to furnish holders of our common stock with annual reports containing financial statements prepared in accordance with United States generally accepted accounting principles and audited and reported on by an independent registered public accounting firm.

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INDEX TO COMBINED FINANCIAL STATEMENTS

Audited Annual Combined Financial Statements:
Report of Independent Registered Public Accounting Firm	F-2
Combined Statements of Operations for the Three Years Ended December 31, 2015	F-3
Combined Statements of Comprehensive Income for the Three Years Ended December 31, 2015	F-4
Combined Balance Sheets at December 31, 2015 and 2014	F-5
Combined Statements of Cash Flows for the Three Years Ended December 31, 2015	F-6
Combined Statements of Equity for the Three Years Ended December 31, 2015	F-7
Notes to Combined Financial Statements	F-8
Unaudited Interim Combined Financial Statements:
Combined Statements of Operations for the Three and Six Months Ended June 30, 2016 and 2015 (unaudited)	F-20
Combined Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2016 and 2015 (unaudited)	F-21
Combined Balance Sheets at June 30, 2016 and December 31, 2015 (unaudited)	F-22
Combined Statements of Cash Flows for the Three and Six Months Ended June 30, 2016 and 2015 (unaudited)	F-23
Notes to Combined Financial Statements (unaudited)	F-24

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Honeywell International Inc.:

In our opinion, the accompanying combined balance sheets and the related combined statements of operations, comprehensive income, equity and cash flows present fairly, in all material respects, the financial position of the Resins & Chemicals Business of Honeywell International Inc. at December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Florham Park, NJ
March 14, 2016, except for the effect of the inclusion of an additional product line within the Resins & Chemicals Business of Honeywell International Inc. and the revision as discussed in Note 1 to the combined financial statements, as to which the date is July 25, 2016

F-2

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
COMBINED STATEMENTS OF OPERATIONS
(Dollars in thousands)

	Years Ended December 31,
	2015				2014				2013
Sales		$	1,329,409			$	1,790,372			$	1,766,586
Costs, expenses and other:
Costs of goods sold			1,179,651				1,607,028				1,530,705
Selling, general and administrative expenses			52,398				53,931				53,416
Other non-operating, net			(2,877	)			(2,634	)			(1,828	)
			1,229,172				1,658,325				1,582,293
Income before taxes			100,237				132,047				184,293
Income taxes			36,461				48,189				65,547
Net income		$	63,776			$	83,858			$	118,746

The Notes to Combined Financial Statements are an integral part of this Statement.

F-3

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
COMBINED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)

	Years Ended December 31,
	2015				2014				2013
Net income		$	63,776			$	83,858			$	118,746
Foreign exchange translation adjustment			(1,390	)			(283	)			552
Commodity hedges			2,865				(1,332	)			(4	)
Other comprehensive income (loss), net of tax			1,475				(1,615	)			548
Comprehensive income		$	65,251			$	82,243			$	119,294

The Notes to Combined Financial Statements are an integral part of this Statement.

F-4

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
COMBINED BALANCE SHEETS
(Dollars in thousands)

	December 31,
	2015				2014
ASSETS
Current assets:
Cash and cash equivalents		$	—			$	—
Accounts and other receivables—net			127,545				167,334
Inventories			150,231				155,252
Deferred income taxes			—				6,448
Other current assets			4,443				2,623
Total current assets			282,219				331,657
Property, plant, equipment—net			527,542				468,761
Goodwill			15,005				15,005
Other assets			16,220				7,625
Total assets		$	840,986			$	823,048
LIABILITIES
Current liabilities:
Accounts payable		$	192,733			$	232,775
Accrued liabilities			25,114				24,775
Deferred income and customer advances			25,207				31,989
Total current liabilities			243,054				289,539
Deferred income taxes			114,910				111,445
Other liabilities			3,952				5,309
Total liabilities		$	361,916			$	406,293
CONTINGENCIES (Note 10)
EQUITY
Invested equity			482,809				421,969
Accumulated other comprehensive loss			(3,739	)			(5,214	)
Total equity			479,070				416,755
Total liabilities and equity		$	840,986			$	823,048

The Notes to Combined Financial Statements are an integral part of this Statement.

F-5

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
COMBINED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

	Years Ended December 31,
	2015				2014				2013
Cash flows from operating activities:
Net income		$	63,776			$	83,858			$	118,746
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			36,410				33,608				37,234
Loss on sale of assets			1,308				1,688				1,312
Deferred income taxes			9,913				16,958				6,874
Changes in assets and liabilities:
Accounts and other receivables			38,399				10,657				(29,798	)
Inventories			5,021				(27,034	)			(20,955	)
Accounts payable			(38,689	)			43,346				5,096
Accrued liabilities			500				(2,167	)			(329	)
Deferred income and customer advances			(6,783	)			28,956				525
Other assets and liabilities			(8,319	)			(1,446	)			1,290
Net cash provided by operating activities			101,536				188,424				119,995
Cash flows from investing activities:
Expenditures for property, plant and equipment			(97,144	)			(101,382	)			(73,912	)
Other investing activities			(1,086	)			(818	)			(426	)
Net cash (used for) investing activities			(98,230	)			(102,200	)			(74,338	)
Cash flows from financing activities:
Net (decrease) in invested equity			(2,936	)			(86,060	)			(45,525	)
Other financing activities			(370	)			(164	)			(132	)
Net cash (used for) financing activities			(3,306	)			(86,224	)			(45,657	)
Net increase (decrease) in cash and cash equivalents			—				—				—
Cash and cash equivalents at beginning of period			—				—				—
Cash and cash equivalents at the end of period		$	—			$	—			$	—
Supplemental non-cash investing activities:
Capital expenditures included in Accounts Payable		$	22,282			$	23,634			$	20,987

The Notes to Combined Financial Statements are an integral part of this Statement.

F-6

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
COMBINED STATEMENTS OF EQUITY
(Dollars in thousands)

	Invested Equity				Accumulated Other Comprehensive Loss				Total Equity
Balance at December 31, 2012		$	350,949			$	(4,146	)		$	346,803
Net income			118,746								118,746
Foreign exchange translation adjustments							548				548
Other comprehensive income (loss), net of tax							548				548
Change in invested equity			(45,525	)							(45,525	)
Balance at December 31, 2013			424,170				(3,598	)			420,572
Net income			83,858								83,858
Foreign exchange translation adjustments							(283	)			(283	)
Commodity hedges							(1,333	)			(1,333	)
Other comprehensive income (loss), net of tax							(1,616	)			(1,616	)
Change in invested equity			(86,059	)							(86,059	)
Balance at December 31, 2014			421,969				(5,214	)			416,755
Net income			63,776								63,776
Foreign exchange translation adjustments							(1,390	)			(1,390	)
Commodity hedges							2,865				2,865
Other comprehensive income (loss), net of tax							1,475				1,475
Change in invested equity			(2,936	)							(2,936	)
Balance at December 31, 2015		$	482,809			$	(3,739	)		$	479,070

The Notes to Combined Financial Statements are an integral part of this Statement.

F-7

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(Dollars in thousands, unless otherwise noted)

Note 1. Organization, Operations and Basis of Presentation

The Resins & Chemicals business (“Resins & Chemicals”, “the Business”, “we” or “our”) of Honeywell International Inc. (“Honeywell” or the “Parent”) is an integrated manufacturer of a variety of intermediate materials, primarily including nylon resins, caprolactam, ammonium sulfate fertilizers and other chemical intermediates, which represented approximately 27%, 25% and 25%, 18%, 21% and 21%, 25%, 20% and 22% and 30%, 34% and 32% of our total 2015, 2014 and 2013 sales, respectively. These materials are used by Resins & Chemicals’ customers to produce a variety of products, including carpet, textiles, engineering plastics, industrial filament, packaging applications and high-value crops. Resins & Chemicals is a single reportable segment and is primarily located in North America, operating through three integrated manufacturing sites located in Frankford, Pennsylvania, Hopewell, Virginia and Chesterfield, Virginia.

We evaluated segment reporting in accordance with ASC 280. We concluded that AdvanSix operates in a single operating segment and a single reportable segment based on the operating results available and evaluated regularly by the chief operating decision maker (“CODM”) to make decisions about resource allocation and performance assessment. Resins & Chemicals’ operations are managed as one integrated process spread across three manufacturing sites, including centralized supply chain and procurement functions. The production process is dependent upon one key raw material, cumene, as the input to the manufacturing of all finished goods produced for sale through the sales channels and end markets the Business serves. Production rates and output volumes are managed across all three plants jointly to align with the overall Business operating plan. The CODM makes operational performance assessments and resource allocation decisions on a consolidated basis, inclusive of all of the Business’s products.

These Combined Financial Statements were derived from the consolidated financial statements and accounting records of Honeywell. These Combined Financial Statements reflect the combined historical results of operations, financial position and cash flows of Resins & Chemicals as they were historically managed in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the second quarter of 2016, Honeywell decided to include an additional product line, within the nylon resins product category, in the AdvanSix business subject to the Spin-Off transaction. This has been accounted for as a change in reporting entity and therefore, we have retroactively reflected the historical carrying values and the related activities of this product line in all periods within our Combined Financial Statements, including related allocations. The impact to the Combined Statement of Operations for 2015 was a $37,000 increase to Revenue, $41,000 increase to Cost of goods sold and a $4,000 decrease to Net income. The impact to the Combined Balance sheet for 2015 was a $19,000 increase to Assets and a $5,000 increase to Liabilities. The impact to the Combined Statement of Operations for 2014 was a $39,000 increase to Revenue, $39,000 increase to Cost of goods sold and a $2,000 decrease to Net income. The impact to the Combined Balance sheet for 2014 was a $20,000 increase to Assets and a $8,000 increase to Liabilities. The impact to the Combined Statement of Operations for 2013 was a $42,000 increase to revenue, $42,000 increase to cost of goods sold and a $3,000 decrease to net income.

Subsequent to the initial Form 10 filing, which included the Company’s Combined Financial Statements, management determined that it had incorrectly accounted for certain revenue transactions. The Combined Statements of Operations and Combined Balance Sheets for the periods presented, specifically 2014 and 2015, have been corrected to reflect an immaterial revision to Revenue. The revision is not material to the previously issued Combined Financial Statements, however the Company has corrected the previously issued Combined Financial Statements. Related amounts within the footnotes have been corrected to reflect these changes as well. The impact to the Combined Statement of Operations for 2015 was a $9,200 reduction to Revenue and a $9,000 reduction to Cost of goods sold. The impact to the Combined Statement of Operations for 2014 was a $320 reduction to Revenue and a $280 reduction to Cost of goods sold.

F-8

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, unless otherwise noted)

All intracompany transactions have been eliminated. As described in Note 3, all significant transactions between the Business and Honeywell have been included in these Combined Financial Statements and are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these transactions is reflected in the Combined Statements of Cash Flows as a financing activity and in the Combined Balance Sheets as invested equity.

Honeywell uses a centralized approach to cash management and financing of its operations. The majority of the Business’s cash is transferred to Honeywell daily and Honeywell funds its operating and investing activities as needed. This arrangement is not reflective of the manner in which the Business would have been able to finance its operations had it been a stand-alone business separate from Honeywell during the periods presented. Cash transfers to and from Honeywell’s cash management accounts are reflected within invested equity.

The Combined Financial Statements include certain assets and liabilities that have historically been held at the Honeywell corporate level but are specifically identifiable or otherwise allocable to Resins & Chemicals. The cash and cash equivalents held by Honeywell at the corporate level are not specifically identifiable to Resins & Chemicals and therefore were not allocated for any of the periods presented. Honeywell third-party debt and the related interest expense have not been allocated for any of the periods presented as Honeywell’s borrowings were not directly attributable to Resins & Chemicals.

Honeywell provides certain services, such as legal, accounting, information technology, human resources and other infrastructure support, on behalf of the Business. The cost of these services has been allocated to the Business on a direct usage basis when identifiable, with the remainder allocated on the basis of revenues, headcount or other relevant measures. When not specifically identifiable, legal and accounting costs were allocated on the basis of revenues, information technology and human resources were allocated on the basis of headcount and other infrastructure support was allocated on the basis of revenue. The Business and Honeywell consider these allocations to be a reasonable reflection of the benefits received by the Business. However, the financial information presented in these Combined Financial Statements may not reflect the combined financial position, operating results and cash flows of the Business had the Business been a separate stand-alone entity during the periods presented. Actual costs that would have been incurred if the Business had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. Both we and Honeywell consider the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to or the benefits received by the Business during the periods presented.

Note 2. Summary of Significant Accounting Policies

Principles of Combination—The Resins & Chemicals Combined Financial Statements have been prepared on a standalone basis and include operating units of Honeywell and wholly owned direct and indirect subsidiaries and entities in which Honeywell has a controlling financial interest. Any equity investments that we exercise significant influence over but do not control the investee and are not the primary beneficiary of the investee’s activities are accounted for using the equity method.

Cash and Cash Equivalents—Cash and cash equivalents include cash on hand and on deposit and highly liquid, temporary cash investments with an original maturity to the Business of three months or less.

Commodity Price Risk Management—Our exposure to market risk for commodity prices can result in changes in our cost of production. We primarily mitigate our exposure to commodity price risk through the use of long-term, fixed-price contracts with our suppliers and formula price agreements with suppliers and customers. Our customer agreements provide for price adjustments

F-9

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, unless otherwise noted)

based on relevant market indices and raw material prices, and generally they do not include take-or-pay terms. Instead, each customer agreement, the majority of which have a term of at least one year, is typically determined by monthly or quarterly volume estimates. We also enter into forward commodity contracts with third parties designated as hedges of anticipated purchases of several commodities. Forward commodity contracts are marked-to-market, with the resulting gains and losses recognized in earnings when the hedged transaction is recognized.

Inventory Adjustments—Substantially all of the Business’s inventories are valued at the lower of cost or market using the last-in, first-out (“LIFO”) method. The Business includes spare and other parts in inventory which are used in support of production or production facilities operations and are valued based on weighted average cost.

Property, Plant, Equipment—Property, plant, equipment are recorded at cost, including any asset retirement obligations, less accumulated depreciation. For financial reporting, the straight-line method of depreciation is used over the estimated useful lives of 30 to 50 years for buildings and improvements and 7 to 40 years for machinery and equipment. Our machinery and equipment includes (1) assets used in short production cycles or subject to high corrosion, such as instrumentation, controls and insulation systems with useful lives up to 15 years, (2) standard plant assets, such as boilers and railcars, with useful lives ranging from 15 to 30 years and (3) major process equipment that can be used for long durations with effective preventative maintenance and repair, such as cooling towers, compressors, tanks and turbines with useful lives ranging from 30 to 40 years. Recognition of the fair value of obligations associated with the retirement of tangible long-lived assets is required when there is a legal obligation to incur such costs. Upon initial recognition of a liability, the cost is capitalized as part of the related long-lived asset and depreciated over the corresponding asset’s useful life.

Long-Lived Assets—The Business evaluates the recoverability of the carrying amount of long-lived assets (including property, plant and equipment and intangible assets with determinable lives) whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Business evaluates events or changes in circumstances based on a number of factors including operating results, business plans and forecasts, general and industry trends, and economic projections and anticipated cash flows. An impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount. Impairment losses are measured as the amount by which the carrying value of an asset exceeds its fair value and are recognized in the Business’s Combined Statements of Operations. The Business also evaluates the estimated useful lives of long-lived assets if circumstances warrant and revises such estimates based on current events.

Goodwill—Goodwill is subject to impairment testing annually as of March 31, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. This testing compares carrying values to fair values and, when appropriate, the carrying value of these assets is reduced to fair value. We completed our annual goodwill impairment test as of March 31, 2015 and determined that there was no impairment as of that date. The Business had goodwill of $15,005 as of December 31, 2015 and 2014.

Sales Recognition—Sales are recognized when persuasive evidence of an arrangement exists, product delivery has occurred, pricing is fixed or determinable, and collection is reasonably assured. Resins & Chemicals is a ship and bill operation recognizing revenue when title transfers at FOB shipping point. For domestic sales, title transfers at point of shipment. For international sales, title transfers at point of shipment or from the port of departure to the customer’s location. Outbound shipping costs are incurred by Resins & Chemicals and included as freight expense in Costs of goods sold in the Combined Statements of Operations.

F-10

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, unless otherwise noted)

Environmental—The Business accrues costs related to environmental matters when it is probable that we have incurred a liability related to a contaminated site and the amount can be reasonably estimated.

Deferred Income and Customer Advances—Resins & Chemicals has an annual pre-buy program for ammonium sulfate that is classified as Deferred income and customer advances in the Combined Balance Sheets. Customers pay cash in advance to reserve capacity for ammonium sulfate to guarantee product availability during peak planting season. The Business recognizes a customer advance when cash is received for the advanced buy. Revenue is then recognized and the customer advance is relieved upon title transfer of ammonium sulfate.

Trade Receivables and Allowance for Doubtful Accounts—Trade accounts receivables are recorded at the invoiced amount as a result of transactions with customers. The Business maintains allowances for doubtful accounts for estimated losses as a result of customer’s inability to make required payments. The Business estimates anticipated losses from doubtful accounts based on days past due, as measured from the contractual due date, historical collection history and incorporates changes in economic conditions that may not be reflected in historical trends for example, customers in bankruptcy, liquidation or reorganization. Receivables are written-off against the allowance for doubtful accounts when they are determined uncollectible. Such determination includes analysis and consideration of the particular conditions of the account, including time intervals since last collection, customer performance against agreed upon payment plans, success of outside collection agencies activity, solvency of customer and any bankruptcy proceedings.

Research and Development—The Business conducts research and development (“R&D”) activities, which consist primarily of the development of new products and product applications. R&D costs are charged to expense as incurred. Such costs are included in Costs of goods sold and were $12,807, $13,003, and $13,446 for the years ended December 31, 2015, 2014, and 2013, respectively.

Pension Benefits—Our employees participate in a defined benefit pension plan (the “Shared Plan”) sponsored by Honeywell which includes participants of other Honeywell subsidiaries and operations. We account for our participation in the Shared Plan as multiemployer benefit plan. Accordingly, we do not record an asset or liability to recognize the funded status of the Shared Plan. The related pension expense is allocated to the Business based on annual service cost of active participants and reported within Costs of goods sold and Selling, general and administrative expenses in the Combined Statements of Operations. The pension expense related to our participation in the Shared Plan for the years ended December 31, 2015, 2014 and 2013 was $10,215, $9,249 and $9,643, respectively.

Foreign Currency Translation—Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. dollars are translated into U.S. dollars using year-end exchange rates. Sales, costs and expenses are translated at the average exchange rates in effect during the year. Foreign currency translation gains and losses are included as a component of Accumulated other comprehensive loss in our Combined Financial Statements.

Income Taxes—Income taxes as presented are calculated on a separate tax return basis modified to apply the benefits-for-loss approach and may not be reflective of the results that would have occurred if tax returns were filed on a stand-alone basis. In applying the benefits-for-loss methodology, the tax provision was computed as if the Business filed tax returns on a separate tax return basis independent of other Honeywell businesses with an adjustment to reflect a tax benefit for losses generated by the Business but utilized by other Honeywell businesses in a combined tax filing. Given that the taxpaying entities in which the Business operates will be retained by Honeywell subsequent to the Spin-Off transaction, all tax payables and attributes, such as tax credit and tax loss carryforwards, associated with these entities will also be retained by Honeywell whether or not such attribute was generated in whole or in part by the Business. As a result, the taxes

F-11

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, unless otherwise noted)

payable and attributes that relate to the Business’s operations are recorded and settled through intercompany accounts with Honeywell since they are attributable to the taxable entity to be retained by Honeywell. Accordingly, a tax attribute, such a tax loss, generated by the Business but utilized by Honeywell, will reduce the intercompany payable to Honeywell and be recorded as a current tax benefit in the calculation of the tax provision.

We believe applying the separate tax return method modified to apply the benefits-for-loss approach is more appropriate than carrying the tax attribute forward since the attribute no longer exists, nor will the attribute be included in the assets and liabilities of the Business subsequent to the Spin-Off transaction. Furthermore, the amount of the attributes that were generated by the Business but utilized by Honeywell are not material to the overall financial statements.

Significant judgment is required in evaluating tax positions. We establish additional reserves for income taxes when, despite the belief that tax positions are fully supportable, there remain certain positions that do not meet the minimum recognition threshold. The approach for evaluating certain and uncertain tax positions is defined by the authoritative guidance which determines when a tax position is more likely than not to be sustained upon examination by the applicable taxing authority. In the normal course of business, Honeywell and its subsidiaries are examined by various federal, state and foreign tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liability and deferred taxes in the period in which the facts that give rise to a change in estimate become known.

Invested Equity—Invested equity represents the accumulation of our net earnings over time, including share-based compensation expense recorded, cash transferred to and from Honeywell, and net intercompany receivables and payables between the Business and Honeywell. Share-based compensation expense relates to stock options and restricted stock units awarded to key employees of the Business as part of Honeywell’s incentive compensation plans. Such share-based compensation expense was $562, $469 and $406 for the years ended December 31, 2015, 2014 and 2013, respectively.

Use of Estimates—The preparation of the Business’s Combined Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the Combined Financial Statements and related disclosures in the accompanying notes. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of changes are reflected in the Combined Financial Statements in the period they are determined to be necessary.

Recent Accounting Pronouncements—We consider the applicability and impact of all recent accounting standards updates (“ASU’s”). ASU’s not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the combined financial position or results of operations.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued a new standard on accounting for leases which requires lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. The new standard also requires disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases and will be effective for interim and annual periods beginning after December 15, 2018 (early adoption is permitted). The new standard should be applied under a modified retrospective approach. We are evaluating the impact of the new standard on our Combined Financial Statements and related disclosures.

In November 2015, the FASB issued guidance to simplify the presentation of deferred income taxes by permitting classification of all deferred tax assets and liabilities as noncurrent on the Combined Balance Sheets. The Business has elected to early adopt the guidance on a prospective

F-12

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, unless otherwise noted)

basis effective with the Combined Balance Sheets as of December 31, 2015. This is a change from the Business’s historical presentation whereby certain deferred tax assets and liabilities were classified as current and the remainder were classified as non-current. Adoption of the guidance resulted in a reclassification of $8,470 from current assets within the Combined Balance Sheets as of December 31, 2015.

In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The effective date was deferred for one year to the interim and annual periods beginning on or after December 15, 2017. Early adoption is permitted as of the original effective date—interim and annual periods beginning on or after December 15, 2016. The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and are currently evaluating the impact of the amended guidance on our Combined Financial Statements and related disclosures.

Note 3. Related Party Transactions with Honeywell

The Combined Financial Statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of Honeywell.

Honeywell provided certain services, such as legal, accounting, information technology, human resources and other infrastructure support, on behalf of the Business. The cost of these services has been allocated to the Business on a direct usage basis when identifiable, with the remainder allocated on the basis of revenues, headcount or other relevant measures. When not specifically identifiable, legal and accounting costs were allocated on the basis of revenues, information technology and human resources were allocated on the basis of headcount and other infrastructure support was allocated on the basis of revenue. The Business and Honeywell consider the allocations to be a reasonable reflection of the benefits received by the Business. During the years ended December 31, 2015, 2014 and 2013, Resins & Chemicals was allocated $49,292, $57,171 and $56,846, respectively, of general corporate expenses incurred by Honeywell and such amounts are included within Costs of goods sold and Selling, general and administrative expenses in the Combined Statements of Operations. Also included in the Combined Statements of Operations are costs related to shared facilities and related expenses. As certain expenses reflected in the Combined Financial Statements include allocations of corporate expenses from Honeywell, these statements could differ from those that would have been prepared had Resins & Chemicals operated on a stand-alone basis.

All significant intercompany transactions between the Business and Honeywell have been included in these Combined Financial Statements and are considered to be effectively settled for cash at the time the transaction is recorded. Sales to Honeywell during the years ended December 31, 2015, 2014 and 2013 were $9,071, $8,585, and $2,238, respectively. Of these sales, $7,736, $8,362 and $0 were sold to Honeywell at zero margin during the years ended December 31, 2015, 2014 and 2013, respectively. Costs of goods sold to Honeywell during the years ended December 31, 2015, 2014, and 2013 were $288, $378, and $282, respectively. Purchases from Honeywell during the years ended 2015, 2014 and 2013 were $4,694, $5,140 and $4,295, respectively. The total net effect of the settlement of these intercompany transactions is reflected in the

F-13

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, unless otherwise noted)

Combined Statements of Cash Flows as a financing activity and in the Combined Balance Sheets as invested equity.

Honeywell uses a centralized approach to cash management and financing of its operations. The Business’s cash is transferred to Honeywell daily and Honeywell funds its operating and investing activities as needed. Net transfers to and from Honeywell are included within invested equity on the Combined Statements of Equity. The components of the net transfers to and from Honeywell as of December 31, 2015, 2014 and 2013 are as follows:

	Years Ended December 31,
	2015				2014				2013
Cash pooling and general financing activities		$	(84,312	)		$	(187,975	)		$	(169,975	)
Sales to Honeywell			(9,071	)			(8,585	)			(2,238	)
Purchases from Honeywell			4,694				5,140				4,295
Corporate allocations			49,292				57,171				56,846
Income tax expense			36,461				48,189				65,547
Net decrease in invested equity		$	(2,936	)		$	(86,060	)		$	(45,525	)

Note 4. Income Taxes

	Years Ended December 31,
	2015				2014				2013
Income before taxes
U.S.		$	103,115			$	132,852			$	180,852
Non-U.S.			(2,878	)			(805	)			3,441
		$	100,237			$	132,047			$	184,293

Income taxes

Income taxes consist of:

	Years Ended December 31,
	2015				2014				2013
Current Provision:
Federal		$	23,023			$	26,502			$	48,567
State			4,241				4,875				9,070
Non-U.S.			(716	)			(146	)			1,036
		$	26,548			$	31,231			$	58,673
Deferred Provision:
Federal		$	8,372			$	14,333			$	5,929
State			1,527				2,614				1,081
Non-U.S.			14				11				(136	)
			9,913				16,958				6,874
		$	36,461			$	48,189			$	65,547

F-14

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, unless otherwise noted)

The U.S. federal statutory income tax rate is reconciled to the effective income tax rate as follows:

	Years Ended December 31,
	2015			2014			2013
U.S. federal statutory income tax rate		35.0	%		35.0	%		35.0	%
U.S. state income taxes		3.7	%		3.7	%		3.6	%
Manufacturing incentives		(2.6	%)		(2.3	%)		(3.1	%)
Tax rate differential on non-U.S. earnings		0.3	%		0.1	%		0.1	%
		36.4	%		36.5	%		35.6	%

The effective tax rate decreased by 0.1 percentage points in 2015 compared to 2014. The year over year decrease was primarily attributable to increased benefits from manufacturing incentives. The effective tax rate was higher than the U.S. federal statutory rate of 35% primarily due to state taxes, partially offset by U.S. manufacturing incentives.

The effective tax rate increased by 0.9 percentage points in 2014 compared to 2013. The year over year increase was primarily attributable to fewer manufacturing incentives due to a decrease of overall income. The effective tax rate was higher than the U.S. federal statutory rate of 35% primarily due to state taxes, partially offset by U.S. manufacturing incentives.

Deferred tax assets (liabilities)

The tax effects of temporary differences which give rise to future income tax benefits and expenses are as follows:

	December 31,
	2015				2014
Deferred tax assets:
Deferred tax assets:
Accruals and reserves		$	5,673			$	6,180
Inventory			4,520				1,724
Other			184				215
Total deferred tax assets		$	10,377			$	8,119
Deferred tax liabilities:
Property, plant & equipment		$	(123,574	)		$	(112,185	)
Intangibles			(1,713	)			(931	)
Total deferred tax liabilities			(125,287	)			(113,116	)
Net deferred taxes		$	(114,910	)		$	(104,997	)

The vast majority of the net deferred taxes are related to U.S. operations. There were no material tax loss or tax credit carryforwards at December 31, 2015 or December 31, 2014.

U.S. federal income taxes have not been provided on undistributed earnings of the Business’s non-U.S. subsidiaries as it is our intention to reinvest these earnings into the respective subsidiaries. At December 31, 2015 we have not provided for U.S. federal income and non-U.S. withholding taxes on approximately $7,758 of such earnings of our non-U.S. operations. It is not practicable to estimate the amount of tax that might be payable if some or all of such earnings were to be repatriated, and the amount of foreign tax credits that would be available to reduce or eliminate the resulting U.S. income tax liability.

For the years ended December 31, 2015 and 2014 there were no unrecognized tax benefits recorded by the Business.

F-15

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, unless otherwise noted)

Note 5. Accounts and Other Receivables—Net

	Years Ended December 31,
	2015				2014
Accounts receivables		$	129,402			$	165,705
Other			1,018				2,174
			130,420				167,879
Less—allowance for doubtful accounts			(2,875	)			(545	)
Total accounts and other receivables—net		$	127,545			$	167,334

Note 6. Inventories

	Years Ended December 31,
	2015				2014
Raw materials		$	75,666			$	95,534
Work in progress			56,025				64,813
Finished goods			35,508				38,527
Spares and other			21,528				20,717
			188,727				219,591
Reduction to LIFO cost basis			(38,496	)			(64,339	)
Total inventories		$	150,231			$	155,252

Note 7. Property, Plant, Equipment—Net

	Years Ended December 31,
	2015				2014
Land and improvements		$	6,599			$	6,599
Machinery and equipment			1,102,087				1,034,822
Buildings and improvements			152,765				144,467
Construction in progress			74,544				68,360
			1,335,995				1,254,248
Less—accumulated depreciation			(808,453	)			(785,487	)
Total property, plant, equipment—net		$	527,542			$	468,761

Depreciation expense was $35,703, $33,065 and $36,637 for the years ended December 31, 2015, 2014 and 2013, respectively.

Note 8. Lease Commitments

The Business has entered into agreements to lease land, buildings and equipment. The operating leases have initial terms of up to 5 years with some containing renewal options subject to customary conditions.

F-16

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, unless otherwise noted)

Future minimum lease payments under operating leases having an initial or remaining non-cancellable lease terms in excess of one year are as follows:

	At December 31,
	2015
2016		$	9,285
2017			7,440
2018			6,029
2019			3,768
2020			2,440
Thereafter			76,860
Total		$	105,822

Rent expense was $15,984, $14,625 and $13,607 for the years ended December 31, 2015, 2014 and 2013, respectively.

Note 9. Financial Instruments and Fair Value Measures

Credit and Market Risk—Financial instruments, including derivatives, expose the Business to counterparty credit risk for non-performance and to market risk related to changes in commodity prices. The Business manages its exposure to counterparty credit risk through specific minimum credit standards, diversification of counterparties, and procedures to monitor concentrations of credit risk. The Business’s counterparties in derivative transactions are substantial investment and commercial banks with significant experience using such derivative instruments. The Business monitors the impact of market risk on the fair value and cash flows of its derivative and other financial instruments considering reasonably possible changes in exchange rates and restricts the use of derivative financial instruments to hedging activities.

The Business continually monitors the creditworthiness of its customers to which it grants credit terms in the normal course of business. The terms and conditions of credit sales are designed to mitigate or eliminate concentrations of credit risk with any single customer. The Business has one major customer that accounts for approximately 16% of the Accounts and other receivables—net balance.

Commodity Price Risk Management—The Business exposure to market risk for commodity prices can result in changes in the cost of production. We primarily mitigate our exposure to commodity price risk through the use of long-term, fixed-price contracts with our suppliers and formula price agreements with suppliers and customers. We also enter into forward commodity contracts with third parties designated as hedges of anticipated purchases of natural gas. Forward commodity contracts are marked-to-market, with the resulting gains and losses recognized in earnings when the hedged transaction is recognized. At December 31, 2015 and 2014, we had contracts with notional amounts of $18,726 and $40,657, respectively, related to natural gas forward commodity agreements.

Fair Value of Financial Instruments—The FASB’s accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The FASB’s guidance classifies the inputs used to measure fair value into the following hierarchy:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or

Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or

F-17

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, unless otherwise noted)

Inputs other than quoted prices that are observable for the asset or liability

Level 3 Unobservable inputs for the asset or liability

Financial and nonfinancial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table sets forth the Business’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2015 and 2014:

	Years Ended December 31,
	2015			2014
Liabilities:
Forward commodity contracts		$	6,481		$	3,365

The forward commodity contracts are valued using broker quotations, or market transactions in either the listed or over-the-counter markets. As such, these derivative instruments are classified within level 2 of the fair value hierarchy.

The carrying value of accounts receivables and payables contained in the Combined Balance Sheets approximates fair value.

Note 10. Commitments and Contingencies

The Business is subject to a number of lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of the Business or other third parties in the normal and ordinary course of business, including matters relating to commercial transactions. A liability is recognized for any contingency that is probable of occurrence and reasonably estimable. The Business continually assesses the likelihood of adverse judgments or outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on an analysis of each matter with the assistance of legal counsel and, if applicable, other experts.

Given the uncertainty inherent in such lawsuits, investigations and disputes, the Business does not believe it is possible to develop estimates of reasonably possible loss in excess of current accruals for these matters. Considering the Business’s past experience and existing accruals, the Business does not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on the Business’s combined financial position, results of operations or cash flows. Potential liabilities are subject to change due to new developments, changes in settlement strategy or the impact of evidentiary requirements, which could cause the Business to pay damage awards or settlements (or become subject to equitable remedies) that could have a material adverse effect on the Business’s combined results of operations or operating cash flows in the periods recognized or paid.

Note 11. Geographic Areas and Major Customers—Financial Data

	Net sales(1) Years Ended December 31,									Long-lived Assets(2) December 31,
	2015			2014			2013			2015			2014			2013
United States		$	1,307,541		$	1,760,059		$	1,725,951		$	527,278		$	468,429		$	399,083
Other International			21,868			30,313			40,635			264			332			402
		$	1,329,409		$	1,790,372		$	1,766,586		$	527,542		$	468,761		$	399,485

F-18

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, unless otherwise noted)

(1)	Sales between geographic areas approximate market and are not significant. Sales are classified according to their country of origin. Included in U.S. sales are export sales of $350,301, $480,358 and $505,519 for the years ended December 31, 2015, 2014 and 2013, respectively.
(2)	Long-lived assets are comprised of property, plant and equipment—net.

Our largest customer is Shaw Industries Group Inc. (“Shaw”), one of the world’s largest consumers of caprolactam and Nylon 6 resin. We sell Nylon 6 resin and caprolactam to Shaw under a long-term contract. In 2015, 2014 and 2013, our sales to Shaw were 16%, 19% and 17%, respectively, of our total sales. We typically sell to our other customers under short-term contracts with one- to two-year terms or by purchase orders.

Note 12. Subsequent Events

The Combined Financial Statements of the Business are derived from the financial statements of Honeywell, which issued its annual financial statements for the year ended December 31, 2015 on February 12, 2016. Accordingly, the Business has evaluated transactions or other events for consideration as recognized subsequent events in the annual financial statements through February 12, 2016. Additionally, the Business has evaluated transactions and other events that occurred through the issuance of these Combined Financial Statements, March 14, 2016, for purposes of disclosure of unrecognized subsequent events. No significant subsequent events were noted.

Subsequent Events—Unaudited

On May 12, 2016, Honeywell announced plans for the complete legal and structural separation of the AdvanSix Business from Honeywell. Honeywell will distribute all of its equity interest in AdvanSix, consisting of all of the outstanding shares of our common stock, to holders of Honeywell’s common stock on a pro rata basis. Following the Spin-Off, Honeywell will not own any equity interest in AdvanSix, and it will operate independently from Honeywell. No approval of Honeywell’s stockholders is required in connection with the Spin-Off, and Honeywell’s stockholders will not have any appraisal rights in connection with the Spin-Off.

Completion of the Spin-Off is subject to the satisfaction, or the Honeywell Board’s waiver, of a number of conditions. In addition, Honeywell has the right not to complete the Spin-Off if, at any time, the Honeywell Board determines, in its sole and absolute discretion, that the Spin-Off is not in the best interests of Honeywell or its stockholders or is otherwise not advisable.

F-19

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
COMBINED STATEMENTS OF OPERATIONS
(Dollars in thousands)
(Unaudited)

	Three Months Ended June 30,								Six Months Ended June 30,
	2016				2015				2016				2015
Sales		$	308,418			$	367,441			$	608,248			$	677,670
Costs, expenses and other:
Costs of goods sold			273,820				315,527				519,379				610,210
Selling, general and administrative expenses			10,876				13,208				22,254				24,594
Other non-operating, net			(499	)			(552	)			(1,157	)			(1,199	)
			284,197				328,183				540,476				633,605
Income before taxes			24,221				39,258				67,772				44,065
Income taxes			9,213				14,293				25,370				16,038
Net income		$	15,008			$	24,965			$	42,402			$	28,027

The Notes to the Combined Financial Statements are an integral part of this statement.

F-20

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited)

	Three Months Ended June 30,							Six Months Ended June 30,
	2016				2015			2016				2015
Net income		$	15,008			$	24,965		$	42,402			$	28,027
Foreign exchange translation adjustment			425				215			432				(1,131	)
Commodity hedges			(431	)			1,784			(496	)			2,659
Other comprehensive income (loss), net of tax			(6	)			1,999			(64	)			1,528
Comprehensive income		$	15,002			$	26,964		$	42,338			$	29,555

The Notes to the Combined Financial Statements are an integral part of this statement.

F-21

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
COMBINED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)

	June 30, 2016				December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents		$	—			$	—
Accounts and other receivables—net			142,749				127,545
Inventories			134,304				150,231
Other current assets			6,117				4,443
Total current assets			283,170				282,219
Property, plant, equipment—net			539,642				527,542
Goodwill			15,005				15,005
Other assets			29,390				16,220
Total assets		$	867,207			$	840,986
LIABILITIES
Current liabilities:
Accounts payable		$	181,518			$	192,733
Accrued liabilities			18,213				25,114
Deferred income and customer advances			2,671				25,207
Total current liabilities			202,402				243,054
Deferred income taxes			139,607				114,910
Other liabilities			3,695				3,952
Total liabilities			345,704				361,916
CONTINGENCIES (Note 8)
EQUITY
Invested equity			522,977				482,809
Accumulated other comprehensive loss			(1,474	)			(3,739	)
Total equity			521,503				479,070
Total liabilities and equity		$	867,207			$	840,986

The Notes to the Combined Financial Statements are an integral part of this statement.

F-22

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
COMBINED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

	Six Months Ended June 30,
	2016				2015
Cash flows from operating activities:
Net income		$	42,402			$	28,027
Adjustments to reconcile net income to net cash (used for) provided by operating activities:
Depreciation and amortization			19,657				19,389
Loss on sale of assets			617				956
Deferred income taxes			24,696				4,958
Changes in assets and liabilities:
Accounts and other receivables			(14,773	)			11,341
Inventories			15,927				37,475
Accounts payable			(3,859	)			(25,831	)
Accrued liabilities			(6,902	)			(2,073	)
Deferred income and customer advances			(22,535	)			(28,227	)
Other assets and liabilities			(13,376	)			412
Net cash (used for) provided by operating activities			41,853				46,427
Cash flows from investing activities:
Expenditures for property, plant and equipment			(39,292	)			(45,252	)
Other investing activities			(328	)			(346	)
Net cash (used for) investing activities			(39,620	)			(45,598	)
Cash flows from financing activities:
Net increase (decrease) in invested equity			(2,233	)			(623	)
Other financing activities			—				(206	)
Net cash provided by (used for) financing activities			(2,233	)			(829	)
Net increase (decrease) in cash and cash equivalents			—				—
Cash and cash equivalents at beginning of period			—				—
Cash and cash equivalents at the end of period		$	—			$	—
Supplemental non-cash investing activities:
Capital expenditures included in Accounts Payable		$	14,926			$	17,669

The Notes to the Combined Financial Statements are an integral part of this statement.

F-23

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
(Dollars in thousands, unless otherwise noted)
(Unaudited)

Note 1. Organization, Operations and Basis of Presentation

The Resins & Chemicals business (“Resins & Chemicals”, “the Business”, “we” or “our”) of Honeywell International Inc. (“Honeywell” or “the Parent”) is an integrated manufacturer of a variety of intermediate materials, primarily including, nylon resins, caprolactam, ammonium sulfate fertilizers, and other chemical intermediates, which represented approximately 29% and 26%, 15% and 20%, 25% and 27%, and 31% and 27% of our sales for the three months ended June 30, 2016 and 2015 respectively, and 29% and 26%, 16% and 18%, 25% and 25%, and 30% and 31% of our sales for the six months ended June 30, 2016 and 2015 respectively. These materials are used by Resins & Chemicals customers to produce a variety of products, including carpet, textiles, engineering plastics, industrial filament, packaging applications and high-value crops. Resins & Chemicals is a single reportable segment and is primarily located in North America, operating through three integrated manufacturing sites located in Frankford, Pennsylvania, Hopewell, Virginia and Chesterfield, Virginia.

The Combined Financial Statements are unaudited; however, in the opinion of management, they contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to state fairly the financial position, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles (“GAAP”) applicable to interim periods. The Combined Financial Statements should be read in conjunction with the audited Combined Financial Statements of the Resins and Chemicals business included herein.

We evaluated segment reporting in accordance with ASC 280. We concluded that AdvanSix operates in a single operating segment and a single reportable segment based on the operating results available and evaluated regularly by the CODM to make decisions about resource allocation and performance assessment. Resin & Chemicals’ operations are managed as one integrated process spread across three manufacturing sites including centralized supply chain and procurement functions. The production process is dependent upon one key raw material, cumene, as the input to the manufacturing of all finished goods produced for sale through the sales channels and end markets the Business serves. Production rates and output volumes are managed across all three plants jointly to align with the overall Business operating plan. The CODM makes operational performance assessments and resource allocation decisions on a consolidated basis, inclusive of all of the Business’s products.

These Combined Financial Statements were derived from the consolidated financial statements and accounting records of Honeywell. These Combined Financial Statements reflect the combined historical results of operations, financial position and cash flows of Resins & Chemicals as they were historically managed in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the second quarter of 2016, Honeywell decided to include an additional product line, within the nylon resins product category, in the AdvanSix business subject to the Spin-Off transaction. This has been accounted for as a change in reporting entity as all entities involved were under common control and therefore, we have retroactively reflected the historical carry values and the related activities of this product line in all periods within our Combined Financial Statements.

All intracompany transactions have been eliminated. As described in Note 3, all significant transactions between the Business and Honeywell have been included in these Combined Financial Statements and are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these transactions is reflected in the Combined Statements of Cash Flows as a financing activity and in the Combined Balance Sheets as Invested Equity.

Honeywell uses a centralized approach to cash management and financing of its operations. The majority of the Business’ cash is transferred to Honeywell daily and Honeywell funds its operating

F-24

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, unless otherwise noted)
(Unaudited)

and investing activities as needed. This arrangement is not reflective of the manner in which the Business would have been able to finance its operations had it been a stand-alone business separate from Honeywell during the periods presented. Cash transfers to and from Honeywell’s cash management accounts are reflected within Invested equity.

The Combined Financial Statements include certain assets and liabilities that have historically been held at the Honeywell corporate level but are specifically identifiable or otherwise allocable to Resins & Chemicals. The cash and cash equivalents held by Honeywell at the corporate level are not specifically identifiable to Resins & Chemicals and therefore were not allocated for any of the periods presented. Honeywell third-party debt and the related interest expense have not been allocated for any of the periods presented as Honeywell’s borrowings were not directly attributable to Resins & Chemicals.

Honeywell provides certain services, such as legal, accounting, information technology, human resources and other infrastructure support, on behalf of the Business. The cost of these services has been allocated to the Business on a direct usage basis when identifiable, with the remainder allocated on the basis of revenues, headcount or other relevant measures. The Business and Honeywell consider these allocations to be a reasonable reflection of the benefits received by the Business. However, the financial information presented in these Combined Financial Statements may not reflect the combined financial position, operating results and cash flows of the Business had the Business been a separate stand-alone entity during the periods presented. Actual costs that would have been incurred if the Business had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. Both we and Honeywell consider the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to or the benefits received by the Business during the periods presented.

Note 2. Recent Accounting Pronouncements

We consider the applicability and impact of all recent accounting pronouncements. Accounting pronouncements not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the combined financial position or results of operations.

In March 2016, the FASB issued amended guidance related to employee share-based payment accounting. The guidance requires all income tax effects of awards to be recognized in the income statement on a prospective basis. The guidance also requires presentation of excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity, and can be applied retrospectively or prospectively. The guidance increases the amount companies can withhold to cover income taxes on awards without triggering liability classification for shares used to satisfy statutory income tax withholding obligations and requires application of a modified retrospective transition method. The amended guidance will be effective for interim and annual periods beginning after December 15, 2016; early adoption is permitted if all provisions are adopted in the same period. We are evaluating the impact of the amended guidance on our Combined Financial statements and related disclosures.

In February 2016, the FASB issued a new standard on accounting for leases which requires lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. The new standard also requires disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases and will be effective for interim and annual periods beginning after December 15, 2018 (early adoption is permitted). The new standard should be applied under a modified retrospective approach. We are evaluating the impact of the new standard on our Combined Financial Statements and related disclosures.

F-25

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, unless otherwise noted)
(Unaudited)

In May 2014 and in subsequent related updates and amendments, the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The effective date was deferred for one year to the interim and annual periods beginning on or after December 15, 2017. Early adoption is permitted as of the original effective date—interim and annual periods beginning on or after December 15, 2016. The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and are currently evaluating the impact of the amended guidance on our Combined Financial Statements and related disclosures.

Note 3. Related Party Transactions with Honeywell

The Combined Financial Statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of Honeywell. Honeywell provided certain services, such as legal, accounting, information technology, human resources and other infrastructure support, on behalf of the Business. The cost of these services has been allocated to the Business on a direct usage basis when identifiable, with the remainder allocated on the basis of revenues, headcount or other relevant measures. When not specifically identifiable, legal and accounting costs were allocated on the basis of revenues, information technology and human resources were allocated on the basis of headcount and other infrastructure support was allocated on the basis of revenue. The Business and Honeywell consider the allocations to be a reasonable reflection of the benefits received by the Business. During the three months ended June 30, 2016 and 2015, Resins & Chemicals was allocated $10,666 and $12,399, respectively, of general corporate expenses incurred by Honeywell and such amounts are included within Costs of goods sold and Selling, general and administrative expenses in the Combined Statements of Operations. During the six months ended June 30, 2016 and 2015, Resins & Chemicals was allocated $21,406 and $24,071, respectively, of such amounts. Also included in the Combined Statements of Operations are costs related to shared facilities and related expenses. As certain expenses reflected in the Combined Financial Statements include allocations of corporate expenses from Honeywell, these statements could differ from those that would have been prepared had Resins & Chemicals operated on a stand-alone basis.

All significant intercompany transactions between the Business and Honeywell have been included in these Combined Financial Statements and are considered to be effectively settled for cash at the time the transaction is recorded. Sales to Honeywell during the three and six months ended June 30, 2016 and 2015 were $1,156 and $3,139 and $2,696 and $6,113, respectively. Of these sales, $1,077 and $3,065 and $2,602 and $5,934 were sold to Honeywell at zero margin during the three and six months ended June 30, 2016 and 2015, respectively. Costs of goods sold to Honeywell during the three and six months ended June 30, 2016 and 2015 were $1,147 and $3,126 and $2,684 and $6,058, respectively. Purchases from Honeywell during the three and six months ended June 30, 2016 and 2015 were $1,066 and $1,272 and $2,258 and 2,268, respectively. The total net effect of the settlement of these intercompany transactions is reflected in the Combined Statements of Cash Flows as a financing activity and in the Combined Balance Sheets as Invested Equity.

F-26

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, unless otherwise noted)
(Unaudited)

Honeywell uses a centralized approach to cash management and financing of its operations. The Business’s cash is transferred to Honeywell daily and Honeywell funds its operating and investing activities as needed. Net transfers to and from Honeywell are included within Invested equity on the Combined Statements of Equity. The components of the net transfers to and from Honeywell as of June 30, 2016 and 2015 are as follows:

	Three months Ended June 30,								Six months Ended June 30,
	2016				2015				2016				2015
Cash pooling and general financing activities		$	(42,810	)		$	(19,848	)		$	(48,571	)		$	(36,887	)
Sales to Honeywell			(1,156	)			(3,139	)			(2,696	)			(6,113	)
Purchases from Honeywell			1,066				1,272				2,258				2,268
Corporate allocations			10,666				12,399				21,406				24,071
Income tax expense			9,213				14,293				25,370				16,038
Net increase/(decrease) in invested equity		$	(23,021	)		$	4,977			$	(2,233	)		$	(623	)

Note 4. Income Taxes

	Three months Ended June 30,								Six months Ended June 30,
	2016				2015				2016				2015
Tax expense		$	9,213			$	14,293			$	25,370			$	16,038
Effective tax rate			38.0	%			36.4	%			37.4	%			36.4	%

The effective tax rate increased by 1.6 percent in the three months ended June 30, 2016 compared to the three months ended June 30, 2015 primarily due to decreased tax benefits from manufacturing incentives.

The effective tax rate increased by 1.0 percent in the six months ended June 30, 2016 compared to the six months ended June 30, 2015 primarily due to a gain recognized in Q1 2016 related to the termination of a long-term supply agreement that was taxed at a higher rate than the estimated annual effective tax rate and decreased tax benefits from manufacturing incentives.

The effective tax rates for all periods presented were higher than the U.S. federal statutory rate of 35% due to state taxes, partially offset by tax benefits from manufacturing incentives.

Note 5. Accounts and Other Receivables—Net

	June 30, 2016				December 31, 2015
Accounts receivables		$	129,175			$	129,402
Other			16,692				1,018
			145,867				130,420
Less—allowance for doubtful accounts			(3,118	)			(2,875	)
Total accounts and other receivables—net		$	142,749			$	127,545

F-27

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, unless otherwise noted)
(Unaudited)

Note 6. Inventories

	June 30, 2016				December 31, 2015
Raw materials		$	63,627			$	75,666
Work in progress			38,028				56,025
Finished goods			36,543				35,508
Spares and other			22,146				21,528
			160,344				188,727
Reduction to LIFO cost basis			(26,040	)			(38,496	)
Total inventories		$	134,304			$	150,231

Note 7. Financial Instruments and Fair Value Measures

Our credit, market and commodity price risk management policies are described in Note 9, Financial Instruments and Fair Value Measures, of Notes to Combined Financial Statements in our 2015 Combined Financial Statements.

Financial and nonfinancial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table sets forth the Business’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2016 and December 31, 2015:

	June 30, 2016			December 31, 2015
Liabilities:
Forward commodity contracts		$	206		$	6,481

The forward commodity contracts are valued using broker quotations, or market transactions in either the listed or over-the-counter markets. As such, these derivative instruments are classified within level 2 of the fair value hierarchy.

The carrying value of accounts receivables and payables contained in the Combined Balance Sheets approximates fair value.

Note 8. Commitments and Contingencies

The Business is subject to a number of lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of the Business or other third parties in the normal and ordinary course of business, including matters relating to commercial transactions. A liability is recognized for any contingency that is probable of occurrence and reasonably estimable. The Business continually assesses the likelihood of adverse judgments or outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on an analysis of each matter with the assistance of legal counsel and, if applicable, other experts.

Given the uncertainty inherent in such lawsuits, investigations and disputes, the Business does not believe it is possible to develop estimates of reasonably possible loss in excess of current accruals for these matters. Considering the Business’s past experience and existing accruals, the Business does not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on the Business’s combined financial position, results of operations or cash flows. Potential liabilities are subject to change due to new developments, changes in settlement strategy or the impact of evidentiary requirements, which could cause the Business to pay damage awards or settlements (or become subject to equitable remedies) that could have a material adverse

F-28

RESINS & CHEMICALS BUSINESS OF HONEYWELL INTERNATIONAL INC.
NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)
(Dollars in thousands, unless otherwise noted)
(Unaudited)

effect on the Business’s combined results of operations or operating cash flows in the periods recognized or paid.

Note 9. Subsequent Events

The Combined Financial Statements of the Business are derived from the financial statements of Honeywell, which issued its unaudited quarterly financial statements for the three and six months ended June 30, 2016 on July 22, 2016. Accordingly, the Business has evaluated transactions or other events for consideration as recognized subsequent events in the unaudited quarterly financial statements through July 22, 2016. Additionally, the Business has evaluated transactions and other events that occurred through the issuance of these Combined Financial Statements, August 16, 2016, for purposes of disclosure of unrecognized subsequent events. No significant subsequent events were noted.

F-29