Document And Entity Information
Document And Entity Information - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Olin Corporation | |
Entity Central Index Key | 74,303 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 165,150,271 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Public Float | $ 2,060,950,212 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Current assets: | |||
Cash and cash equivalents | $ 315.6 | $ 392 | $ 196.8 |
Receivables, net | 813.2 | 783.4 | 303.8 |
Income taxes receivable | 36.3 | 32.9 | 15.1 |
Inventories | 679.5 | 685.2 | 216.1 |
Current deferred income taxes | 0 | 0 | 54 |
Other current assets | 32.8 | 39.9 | 17.4 |
Total current assets | 1,877.4 | 1,933.4 | 803.2 |
Property, plant and equipment (less accumulated depreciation of $1,587.9, $1,499.4 and $1,357.9) | 3,859 | 3,953.4 | 919.9 |
Deferred income taxes | 107.4 | 95.9 | 12.9 |
Other assets | 463.8 | 454.6 | 70.2 |
Intangible Assets, Net | 663.2 | 677.5 | 119.8 |
Goodwill | 2,146.1 | 2,174.1 | 747.1 |
Total assets | 9,116.9 | 9,288.9 | 2,673.1 |
Current liabilities: | |||
Current installments of long-term debt | 205.1 | 205 | 16.4 |
Accounts payable | 478.1 | 608.2 | 147.8 |
Income taxes payable | 14.1 | 4.9 | 1.1 |
Accrued liabilities | 352.3 | 328.1 | 205.1 |
Total current liabilities | 1,049.6 | 1,146.2 | 370.4 |
Long-term debt | 3,627.9 | 3,643.8 | 648.7 |
Accrued pension liability | 635.2 | 648.9 | 167.2 |
Deferred income taxes | 1,091 | 1,095.2 | 107.3 |
Other liabilities | 340.4 | 336 | 361.3 |
Total liabilities | $ 6,744.1 | $ 6,870.1 | $ 1,654.9 |
Commitments and contingencies | |||
Shareholders' equity: | |||
Common stock, par value $1 per share: authorized, 240.0 shares; issued and outstanding 165.2, 165.1 and 77.5 shares | $ 165.2 | $ 165.1 | $ 77.5 |
Additional paid-in capital | 2,238.9 | 2,236.4 | 792.1 |
Accumulated other comprehensive loss | (470.2) | (492.5) | (439.7) |
Retained earnings | 438.9 | 509.8 | 588.3 |
Total shareholders' equity | 2,372.8 | 2,418.8 | 1,018.2 |
Total liabilities and shareholders' equity | $ 9,116.9 | $ 9,288.9 | $ 2,673.1 |
Condensed Balance Sheets Parent
Condensed Balance Sheets Parenthetical - USD ($) shares in Millions, $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
ASSETS | |||
Accumulated depreciation | $ 1,587.9 | $ 1,499.4 | $ 1,357.9 |
Shareholders' equity: | |||
Common stock, par value | $ 1 | $ 1 | $ 1 |
Common stock, authorized (in shares) | 240 | 240 | 120 |
Common stock, issued | 165.2 | 165.1 | 77.5 |
Common stock, outstanding | 165.2 | 165.1 | 77.5 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Sales | $ 1,348.2 | $ 518 |
Operating expenses: | ||
Cost of goods sold | 1,175.4 | 433.2 |
Selling and administration | 88.1 | 47 |
Restructuring charges | 92.8 | 1.2 |
Acquisition-related costs | 10.2 | 10.4 |
Other operating income (expense) | 10.9 | (0.2) |
Operating (loss) income | (7.4) | 26 |
Earnings of non-consolidated affiliates | 0.2 | 0.4 |
Interest expense | 48.5 | 7.1 |
Interest income | 0.3 | 0.3 |
Income (loss) before taxes | (55.4) | 19.6 |
Income tax (benefit) provision | (17.5) | 6.5 |
Net (loss) income | $ (37.9) | $ 13.1 |
Net (loss) income per common share: | ||
Basic | $ (0.23) | $ 0.17 |
Diluted | (0.23) | 0.17 |
Dividends per common share | $ 0.20 | $ 0.20 |
Average common shares outstanding: | ||
Basic | 165.1 | 77.4 |
Diluted | 165.1 | 78.5 |
Condensed Statements of Compreh
Condensed Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||
Net (loss) income | $ (37.9) | $ 13.1 |
Other comprehensive income, net of tax: | ||
Foreign currency translation adjustments, net | 15.5 | (1.4) |
Unrealized gains (losses) on derivative contracts, net | 3 | (0.3) |
Amortization of prior service costs and actuarial losses, net | 3.8 | 5.1 |
Total other comprehensive income, net of tax | 22.3 | 3.4 |
Comprehensive (loss) income | $ (15.6) | $ 16.5 |
Condensed Statements of Shareho
Condensed Statements of Shareholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings |
Balance (in shares) at Dec. 31, 2014 | 77.4 | ||||
Balance at Dec. 31, 2014 | $ 1,013.3 | $ 77.4 | $ 788.3 | $ (443.1) | $ 590.7 |
Net (loss) income | 13.1 | 0 | 0 | 0 | 13.1 |
Other comprehensive income | 3.4 | 0 | 0 | 3.4 | 0 |
Dividends paid: | |||||
Common stock ($0.20 per share) | $ (15.5) | $ 0 | 0 | 0 | (15.5) |
Common stock issued for: | |||||
Stock options exercised (in shares) | 0.1 | 0.1 | |||
Stock options exercised | $ 2.8 | $ 0.1 | 2.7 | 0 | 0 |
Other Transactions (in shares) | 0 | ||||
Other Transactions | (0.2) | $ 0 | (0.2) | 0 | 0 |
Stock-based compensation | 1.3 | $ 0 | 1.3 | 0 | 0 |
Balance (in shares) at Mar. 31, 2015 | 77.5 | ||||
Balance at Mar. 31, 2015 | 1,018.2 | $ 77.5 | 792.1 | (439.7) | 588.3 |
Balance (in shares) at Dec. 31, 2015 | 165.1 | ||||
Balance at Dec. 31, 2015 | 2,418.8 | $ 165.1 | 2,236.4 | (492.5) | 509.8 |
Net (loss) income | (37.9) | 0 | 0 | 0 | (37.9) |
Other comprehensive income | 22.3 | 0 | 0 | 22.3 | 0 |
Dividends paid: | |||||
Common stock ($0.20 per share) | (33) | $ 0 | 0 | 0 | (33) |
Common stock issued for: | |||||
Other Transactions (in shares) | 0.1 | ||||
Other Transactions | 1 | $ 0.1 | 0.9 | 0 | 0 |
Stock-based compensation | 1.6 | $ 0 | 1.6 | 0 | 0 |
Balance (in shares) at Mar. 31, 2016 | 165.2 | ||||
Balance at Mar. 31, 2016 | $ 2,372.8 | $ 165.2 | $ 2,238.9 | $ (470.2) | $ 438.9 |
Condensed Statements of Shareh7
Condensed Statements of Shareholders' Equity Parenthetical - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, per share | $ 0.20 | $ 0.20 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Activities | ||
Net (loss) income | $ (37.9) | $ 13.1 |
Adjustments to reconcile net (loss) income to net cash and cash equivalents provided by (used for) operating activities: | ||
Earnings of non-consolidated affiliates | (0.2) | (0.4) |
Losses on disposition of property, plant and equipment | 0.2 | 0.3 |
Stock-based compensation | 2.2 | 1.8 |
Depreciation and amortization | 129.7 | 34.4 |
Deferred income taxes | (14.7) | (3.1) |
Write-off of equipment and facility included in restructuring charges | 76.6 | 0 |
Qualified pension plan contributions | (0.5) | (0.2) |
Qualified pension plan income | (9) | (6.8) |
Change in: | ||
Receivables | (16.8) | (40.7) |
Income taxes receivable/payable | 5.6 | 7.4 |
Inventories | 6.3 | (6) |
Other current assets | 6.5 | (7.1) |
Accounts payable and accrued liabilities | (99.7) | (6.3) |
Other assets | 2.1 | 0.1 |
Other noncurrent liabilities | (0.3) | 2.4 |
Other operating activities | (3.1) | 1.5 |
Net operating activities | 47 | (9.6) |
Investing Activities | ||
Capital expenditures | (76.1) | (23.3) |
Proceeds from disposition of property, plant and equipment | 0.1 | 0.6 |
Proceeds from disposition of affiliated companies | 2.2 | 2.2 |
Other investing activities | 0 | (1.4) |
Net investing activities | (73.8) | (21.9) |
Financing Activities | ||
Long-term debt repayments | (17.1) | (1) |
Stock options exercised | 0 | 2 |
Excess tax benefits from stock-based compensation | 0 | 0.3 |
Dividends paid | (33) | (15.5) |
Debt and equity issuance costs | 0 | 14.3 |
Net financing activities | (50.1) | (28.5) |
Effect of exchange rate changes on cash and cash equivalents | 0.5 | 0 |
Net decrease in cash and cash equivalents | (76.4) | (60) |
Cash and cash equivalents, beginning of period | 392 | 256.8 |
Cash and cash equivalents, end of period | 315.6 | 196.8 |
Cash paid for interest and income taxes: | ||
Interest | 17.3 | 6.6 |
Income taxes, net of refunds | 3.6 | 1.6 |
Non-cash investing activities: | ||
Capital expenditures included in accounts payable and accrued liabilities | $ 2.1 | $ 2.4 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Olin Corporation (Olin) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO. On October 5, 2015 (the Closing Date), we acquired from The Dow Chemical Company (TDCC) its U.S. Chlor Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses (collectively, the Acquired Business), whose operating results are included in the accompanying financial statements since the Closing Date. For segment reporting purposes, a portion of the Acquired Business’s operating results comprise the newly created Epoxy segment with the remaining operating results combined with Olin’s former Chlor Alkali Products and Chemical Distribution segments to comprise the newly created Chlor Alkali Products and Vinyls segment. We are a manufacturer concentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. Chlor Alkali Products and Vinyls manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, trichloroethylene and vinylidene chloride, hydrochloric acid, hydrogen, bleach products and potassium hydroxide. The Epoxy segment produces and sells a full range of epoxy materials, including allyl chloride, epichlorohydrin, liquid epoxy resins and downstream products such as converted epoxy resins and additives. The Winchester segment products include sporting ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges. We have prepared the condensed financial statements included herein, without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). The preparation of the consolidated financial statements requires estimates and assumptions that affect amounts reported and disclosed in the financial statements and related notes. In our opinion, these financial statements reflect all adjustments (consisting only of normal accruals), which are necessary to present fairly the results for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations; however, we believe that the disclosures are appropriate. We recommend that you read these condensed financial statements in conjunction with the financial statements, accounting policies and the notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2015 . Certain reclassifications were made to prior year amounts to conform to the 2016 presentation. |
ACQUISITION
ACQUISITION | 3 Months Ended |
Mar. 31, 2016 | |
Acquisition [Abstract] | |
ACQUISITION | ACQUISITION On the Closing Date, Olin consummated the previously announced merger (the Merger), using a Reverse Morris Trust structure, of our wholly owned subsidiary, Blue Cube Acquisition Corp. (Merger Sub), with and into Blue Cube Spinco Inc. (Spinco), with Spinco as the surviving corporation and a wholly owned subsidiary of Olin, as contemplated by the Agreement and Plan of Merger (the Merger Agreement) dated March 26, 2015, among Olin, TDCC, Merger Sub and Spinco (collectively, the Acquisition). Pursuant to the Merger Agreement and a Separation Agreement dated March 26, 2015 between TDCC and Spinco (the Separation Agreement), prior to the Merger, (1) TDCC transferred the Acquired Business to Spinco and (2) TDCC distributed Spinco’s stock to TDCC’s shareholders by way of a split-off (the Distribution). Upon consummation of the transactions contemplated by the Merger Agreement and the Separation Agreement (the Transactions), the shares of Spinco common stock then outstanding were automatically converted into the right to receive approximately 87.5 million shares of Olin common stock, which were issued by Olin on the Closing Date, and represented approximately 53% of the outstanding shares of Olin common stock, together with cash in lieu of fractional shares. Olin’s pre-Merger shareholders continued to hold the remaining approximately 47% of the outstanding shares of Olin common stock. On the Closing Date, Spinco became a wholly owned subsidiary of Olin. The following table summarizes the aggregate purchase price for the Acquired Business and related transactions, after the final post-closing adjustments: October 5, 2015 (In millions, except per share data) Shares 87.5 Value of common stock on October 2, 2015 17.46 Equity consideration by exchange of shares $ 1,527.4 Cash and debt instruments received by TDCC 2,095.0 Accrual for future payments 69.5 Up-front payments under the ethylene agreements 433.5 Total cash, debt and equity consideration $ 4,125.4 Long-term debt assumed 569.0 Pension liabilities assumed 442.3 Aggregate purchase price $ 5,136.7 The value of the common stock was based on the closing stock price on the last trading day prior to the Closing Date. The aggregate purchase price was adjusted for the final working capital adjustment and the final valuation for the pension liabilities assumed from TDCC. In connection with the Acquisition, TDCC retained liabilities relating to the Acquired Business for litigation, releases of hazardous materials and violations of environmental law to the extent arising prior to the Closing Date. For the three months ended March 31, 2016 and 2015, we incurred costs related to the Acquisition of $10.2 million and $10.4 million , respectively, which consisted of advisory, legal, accounting, integration and other professional fees. For the three months ended March 31, 2015, we incurred $0.4 million of financing-related fees. For segment reporting purposes, the Acquired Business’s Global Epoxy operating results comprise the newly created Epoxy segment and U.S. Chlor Alkali and Vinyl and Global Chlorinated Organics (Acquired Chlor Alkali Business) operating results combined with our former Chlor Alkali Products and Chemical Distribution segments to comprise the newly created Chlor Alkali Products and Vinyls segment. The Acquired Business’s results of operations have been included in our consolidated results for the period subsequent to the Closing Date. Our results for the three months ended March 31, 2016 include Epoxy sales of $460.2 million and segment income of $8.2 million and Chlor Alkali Products and Vinyls include sales of the Acquired Chlor Alkali Business of $395.9 million and segment income of $56.3 million . The Transactions have been accounted for using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. As of March 31, 2016, we are continuing the process of determining the fair values of the Acquired Business’s tangible and intangible assets and liabilities. The purchase price allocation is preliminary until we complete our assessment. The following recognized amounts are subject to change: • Amounts for certain balances included in working capital pending receipt of certain information that could affect provisional amounts recorded; • amounts for intangible assets and property, plant and equipment, pending finalization of valuation efforts as well as the completion of procedures confirming the existence and condition of certain property, plant and equipment assets; • amounts for income tax liabilities, pending finalization of estimates and assumptions in respect of certain tax aspects of the transaction; and • amount of goodwill pending the completion of the valuation of the assets acquired and liabilities assumed. We will finalize the amounts recognized as we obtain the information necessary to complete the analyses. We expect to finalize these amounts as soon as possible but no later than one year from the acquisition date. The following table summarizes the preliminary allocation of the purchase price to the Acquired Business’s assets and liabilities on the Closing Date: Initial Valuation Measurement Period Adjustments As of March 31, 2016 ($ in millions) Total current assets $ 921.7 $ (2.9 ) $ 918.8 Property, plant and equipment 3,090.8 — 3,090.8 Deferred taxes 76.8 — 76.8 Intangible assets 582.3 — 582.3 Other assets 426.5 6.2 432.7 Total assets acquired 5,098.1 3.3 5,101.4 Total current liabilities 357.6 (6.2 ) 351.4 Long-term debt 517.9 — 517.9 Accrued pension liability 447.1 (4.8 ) 442.3 Deferred tax liability 1,054.9 — 1,054.9 Other liabilities 2.0 6.2 8.2 Total liabilities assumed 2,379.5 (4.8 ) 2,374.7 Net identifiable assets acquired 2,718.6 8.1 2,726.7 Goodwill 1,427.5 (28.8 ) 1,398.7 Fair value of net assets acquired $ 4,146.1 $ (20.7 ) $ 4,125.4 Measurement period adjustments for the three months ended March 31, 2016 primarily consisted of the final working capital adjustment and the final valuation for the pension liabilities assumed from TDCC. Included in total current assets are cash and cash equivalents of $25.4 million , inventories of $477.1 million and receivables of $416.0 million with a contracted value of $420.6 million . Included in total current liabilities are current installments of long-term debt of $51.1 million . Based on preliminary valuations, purchase price was allocated to intangible assets as follows: October 5, 2015 Weighted-Average Amortization Period Gross Amount ($ in millions) Customers, customer contracts and relationships 15 Years $ 490.3 Acquired technology 7 Years 85.0 Trade name Indefinite 7.0 Total acquired intangible assets $ 582.3 Based on preliminary valuations as of March 31, 2016 , $1,398.7 million was assigned to goodwill, none of which is deductible for tax purposes. The primary reasons for the Acquisition and the principal factors that contributed to the Acquired Business purchase price that resulted in the recognition of goodwill are due to the providing of increased production capacity and diversification of Olin’s product portfolio, cost-saving opportunities and enhanced size and geographic presence. The cost-saving opportunities include improved operating efficiencies and asset optimization. Goodwill recorded in the Acquisition is not amortized but will be reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred. Transaction financing Prior to the Distribution, TDCC received from Spinco distributions of cash and debt instruments of Spinco with an aggregate value of $2,095.0 million (collectively, the Cash and Debt Distribution). On the Closing Date, Spinco issued $720.0 million aggregate principal amount of 9.75% senior notes due October 15, 2023 (2023 Notes) and $500.0 million aggregate principal amount of 10.0% senior notes due October 15, 2025 (2025 Notes and, together with the 2023 Notes, the Notes) to TDCC. TDCC transferred the Notes to certain unaffiliated securityholders in satisfaction of existing debt obligations of TDCC held or acquired by those unaffiliated securityholders. On October 5, 2015, certain initial purchasers purchased the Notes from the unaffiliated securityholders. Interest on the Notes began accruing from October 1, 2015 and will be paid semi-annually beginning on April 15, 2016. The Notes are not redeemable at any time prior to October 15, 2020. Neither Olin nor Spinco received any proceeds from the sale of the Notes. Upon the consummation of the Transactions, Olin became guarantor of the Notes. On June 23, 2015, Spinco entered into a new five-year delayed-draw term loan facility of up to $1,050.0 million . As of the Closing Date, Spinco drew $875.0 million to finance the cash portion of the Cash and Debt Distribution. Also on June 23, 2015, Olin and Spinco entered into a new five-year $1,850.0 million senior credit facility consisting of a $500.0 million senior revolving credit facility, which replaced Olin’s $265.0 million senior revolving credit facility at the closing of the Merger, and a $1,350.0 million (subject to reduction by the aggregate amount of the term loans funded to Spinco under the Spinco term loan facility) delayed-draw term loan facility. As of the Closing Date, an additional $475.0 million was drawn by Olin under this term loan facility which was used to pay fees and expenses of the Transactions, obtain additional funds for general corporate purposes and refinance Olin’s existing senior term loan facility due in 2019. Subsequent to the Closing Date, these senior credit facilities were consolidated into a single $1,850.0 million senior credit facility, which includes a $1,350.0 million term loan facility. This new senior credit facility will expire in 2020. The $500.0 million senior revolving credit facility includes a $100.0 million letter of credit subfacility. The term loan facility includes amortization payable in equal quarterly installments at a rate of 5.0% per annum for the first two years, increasing to 7.5% per annum for the following year and to 10.0% per annum for the last two years. Under the new senior credit facility, we may select various floating rate borrowing options. The actual interest rate paid on borrowings under the senior credit facility is based on a pricing grid which is dependent upon the leverage ratio as calculated under the terms of the facility for the prior fiscal quarter. The facility includes various customary restrictive covenants, including restrictions related to the ratio of debt to earnings before interest expense, taxes, depreciation and amortization (leverage ratio) and the ratio of earnings before interest expense, taxes, depreciation and amortization to interest expense (coverage ratio). Compliance with these covenants is determined quarterly based on the operating cash flows. On August 25, 2015, Olin entered into a Credit Agreement (the Credit Agreement) with a syndicate of lenders and Sumitomo Mitsui Banking Corporation, as administrative agent, in connection with the Transactions. The Credit Agreement provides for a term credit facility (the Sumitomo Credit Facility) under which Olin obtained term loans in an aggregate amount of $600.0 million . On November 3, 2015, we entered into an amendment to the Sumitomo Credit Facility which increased the aggregate amount of term loans available by $200.0 million . On the Closing Date, $600.0 million of loans under the Credit Agreement were made available and borrowed upon and on November 5, 2015, $200.0 million of loans under the Credit Agreement were made available and borrowed upon. The term loans under the Sumitomo Credit Facility will mature on October 5, 2018 and will have no scheduled amortization payments. The proceeds of the Sumitomo Credit Facility were used to refinance existing Spinco indebtedness outstanding at the Closing Date, to pay fees and expenses in connection with the Transactions and for general corporate purposes. The Credit Agreement contains customary representations, warranties and affirmative and negative covenants which are substantially similar to those included in the new $1,850.0 million senior credit facility. On March 26, 2015, we and certain financial institutions executed commitment letters pursuant to which the financial institutions agreed to provide $3,354.5 million of financing to Spinco to finance the amount of the Cash and Debt Distribution and to provide financing, if needed, to Olin to refinance certain of our existing debt (the Bridge Financing), in each case on the terms and conditions set forth in the commitment letters. The Bridge Financing was not drawn on to facilitate the Transactions, and the commitments for the Bridge Financing were terminated as of the Closing Date. For the three months ended March 31, 2015, we paid deferred debt issuance costs of $14.3 million associated with the Bridge Financing. Other acquisition-related transactions In connection with the Transactions, certain additional agreements have been entered into, including, among others, an Employee Matters Agreement, a Tax Matters Agreement, site, transitional and other services agreements, supply and purchase agreements, real estate agreements, technology licenses and intellectual property agreements. Payments of approximately $69.5 million will be made related to certain acquisition-related liabilities including the final working capital adjustment. In addition, Olin and TDCC have agreed to enter into arrangements for the long-term supply of ethylene by TDCC to Olin, pursuant to which, among other things, Olin has made upfront payments of $433.5 million upon the closing of the Merger in order to receive ethylene at producer economics and for certain reservation fees for the option to obtain additional future ethylene supply at producer economics. The fair value of the long-term supply contracts recorded as of the Closing Date was a long-term asset of $410.8 million which will be amortized over the life of the contracts as ethylene is received. If the options are exercised by us, additional payments will be made to TDCC of between $205 million and $215 million in 2017 and between $425 million and $465 million in 2020, which will increase the value of the long-term asset. In connection with the Transactions and effective October 1, 2015, we filed a Certificate of Amendment to our Articles of Incorporation to increase the number of authorized shares of Olin common stock from 120.0 million shares to 240.0 million shares. Pro forma financial information The following pro forma summary reflects consolidated results of operation as if the Acquisition had occurred on January 1, 2014 (unaudited). Three Months Ended March 31, 2015 (In millions, except per share data) Sales $ 1,439.0 Net loss (39.5 ) Net loss per common share: Basic $ (0.24 ) Diluted $ (0.24 ) The pro forma financial information was prepared based on historical financial information and has been adjusted to give effect to pro forma adjustments that are (i) directly attributable to the Transactions, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. The pro forma statement of income uses estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to be reasonable; however, actual results may differ significantly from this pro forma financial information. The pro forma results presented do not include any anticipated synergies or other expected benefits that may be realized from the Transactions. The pro forma information is not intended to reflect the actual results that would have occurred had the companies actually been combined during the period presented. The pro forma results for the three months ended March 31, 2015 primarily include recurring adjustments for re-pricing of sales, raw materials and services to/from TDCC relating to arrangements for long-term supply agreements for the sale of raw materials, including ethylene and benzene, and services pursuant to the Separation Agreement, adjustments to eliminate historical sales between the Acquired Business and Olin, additional amortization expense related to the fair value of acquired identifiable intangible assets, additional depreciation expense related to the fair value adjustment to property, plant and equipment, interest expense related to the incremental debt issued in conjunction with the Acquisition and an adjustment to tax-effect the aforementioned pro forma adjustments using an estimated aggregate statutory income tax rate of the jurisdictions to which the above adjustments relate. In addition to the above recurring adjustments, the pro forma results for the three months ended March 31, 2015 included non-recurring adjustments of $10.4 million relating to the elimination of transaction costs incurred that are directly related to the Transactions, and do not have a continuing impact on our combined operating results. |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGE | RESTRUCTURING CHARGES On March 21, 2016, we announced that we had made the decision to close a combined total of 433,000 tons of chlor alkali capacity across three separate locations. Associated with this action, we have permanently closed our Henderson, NV chlor alkali plant with 153,000 tons of capacity and will reconfigure the site to manufacture bleach and distribute caustic soda and hydrochloric acid. Also, the capacity of our Niagara Falls, NY chlor alkali plant has been reduced from 300,000 tons to 240,000 tons and the chlor alkali capacity at our Freeport, TX facility was reduced by 220,000 . This 220,000 ton reduction was entirely from diaphragm cell capacity. For the three months ended March 31, 2016 , we recorded pretax restructuring charges of $92.2 million for the write-off of equipment and facility costs, lease and other contract termination costs, employee severance and related benefit costs, employee relocation costs and facility exit costs related to these actions. We expect to incur additional restructuring charges through 2020 of approximately $45 million related to these capacity reductions. On December 12, 2014, we announced that we had made the decision to permanently close the portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014. This action reduced the facility’s chlor alkali capacity by 185,000 tons. Subsequent to the shut down, the plant predominantly focuses on bleach and hydrochloric acid, which are value-added products, as well as caustic soda. For the three months ended March 31, 2016 and 2015 , we recorded pretax restructuring charges of $0.3 million and $1.2 million , respectively, for the write-off of equipment and facility costs, lease and other contract termination costs, facility exit costs and employee severance and related benefit costs related to these actions. We expect to incur additional restructuring charges through 2017 of approximately $4 million related to the shut down of this portion of the facility. On November 3, 2010, we announced that we made the decision to relocate the Winchester centerfire pistol and rifle ammunition manufacturing operations from East Alton, IL to Oxford, MS. This relocation, when completed, is forecast to reduce Winchester’s annual operating costs by approximately $35 million to $40 million . Consistent with this decision we initiated an estimated $110 million five-year project, which includes approximately $80 million of capital spending. The capital spending was partially financed by $31 million of grants provided by the State of Mississippi and local governments. We currently expect to complete this relocation in the first half of 2016. For the three months ended March 31, 2016 and 2015 , we recorded pretax restructuring charges of $0.3 million and less than $0.1 million , respectively, for employee severance and related benefit costs, employee relocation costs and facility exit costs related to these actions. We expect to incur additional restructuring charges through 2016 of approximately $1 million related to the transfer of these operations. The following table summarizes the activity by major component of these 2016, 2014 and 2010 restructuring actions and the remaining balances of accrued restructuring costs as of March 31, 2016 : Employee severance and job related benefits Lease and other contract termination costs Employee relocation costs Facility exit costs Write-off of equipment and facility Total ($ in millions) Balance at January 1, 2015 $ 11.2 $ 4.5 $ — $ — $ — $ 15.7 Restructuring charges — 0.7 0.1 0.2 0.2 1.2 Amounts utilized (2.8 ) — (0.1 ) (0.2 ) (0.2 ) (3.3 ) Currency translation adjustments (0.4 ) (0.3 ) — — — (0.7 ) Balance at March 31, 2015 $ 8.0 $ 4.9 $ — $ — $ — $ 12.9 Balance at January 1, 2016 $ 4.6 $ 2.1 $ — $ — $ — $ 6.7 Restructuring charges 3.9 9.2 0.2 2.9 76.6 92.8 Amounts utilized (1.7 ) (0.1 ) (0.2 ) (0.6 ) (76.6 ) (79.2 ) Currency translation adjustments 0.1 0.1 — — — 0.2 Balance at March 31, 2016 $ 6.9 $ 11.3 $ — $ 2.3 $ — $ 20.5 The following table summarizes the cumulative restructuring charges of these 2016, 2014 and 2010 restructuring actions by major component through March 31, 2016 : Chlor Alkali Products and Vinyls Winchester Total Becancour Capacity Reductions ($ in millions) Write-off of equipment and facility $ 3.5 $ 76.6 $ — $ 80.1 Employee severance and job related benefits 2.7 3.9 13.1 19.7 Facility exit costs 0.9 2.5 2.3 5.7 Pension and other postretirement benefits curtailment — — 4.1 4.1 Employee relocation costs — — 5.5 5.5 Lease and other contract termination costs 5.2 9.2 — 14.4 Total cumulative restructuring charges $ 12.3 $ 92.2 $ 25.0 $ 129.5 As of March 31, 2016 , we have incurred cash expenditures of $23.8 million and non-cash charges of $84.6 million related to these restructuring actions. The remaining balance of $20.5 million is expected to be paid out through 2020. |
ALLOWANCE FOR DOUBTFUL ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLES | 3 Months Ended |
Mar. 31, 2016 | |
Accounts Receivable, Net [Abstract] | |
ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLES | ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLES We evaluate the collectibility of accounts receivable based on a combination of factors. We estimate an allowance for doubtful accounts as a percentage of net sales based on historical bad debt experience. This estimate is periodically adjusted when we become aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filing) or as a result of changes in the overall aging of accounts receivable. While we have a large number of customers that operate in diverse businesses and are geographically dispersed, a general economic downturn in any of the industry segments in which we operate could result in higher than expected defaults, and, therefore, the need to revise estimates for the provision for doubtful accounts could occur. Allowance for doubtful accounts receivable consisted of the following: March 31, 2016 2015 ($ in millions) Balance at beginning of year $ 6.4 $ 3.0 Provisions charged 1.4 0.2 Write-offs, net of recoveries (1.5 ) (0.1 ) Balance at end of period $ 6.3 $ 3.1 |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: March 31, December 31, March 31, ($ in millions) Supplies $ 73.7 $ 86.5 $ 40.2 Raw materials 88.0 91.5 63.6 Work in process 108.1 105.8 37.2 Finished goods 452.2 445.3 141.1 722.0 729.1 282.1 LIFO reserve (42.5 ) (43.9 ) (66.0 ) Inventories, net $ 679.5 $ 685.2 $ 216.1 In conjunction with the Acquisition, we obtained inventories with a fair value of $477.1 million as of October 5, 2015. Inventories are valued at the lower of cost or market. For U.S. inventories, inventory costs are determined principally by the dollar value last-in, first-out (LIFO) method of inventory accounting while for international inventories, inventory costs are determined principally by the first-in, first-out (FIFO) method of inventory accounting. Cost for other inventories has been determined principally by the average-cost method (primarily operating supplies, spare parts and maintenance parts). Elements of costs in inventories included raw materials, direct labor and manufacturing overhead. Inventories under the LIFO method are based on annual estimates of quantities and costs as of year-end; therefore, the condensed financial statements at March 31, 2016 reflect certain estimates relating to inventory quantities and costs at December 31, 2016 . The replacement cost of our inventories would have been approximately $42.5 million , $43.9 million and $66.0 million higher than reported at March 31, 2016 , December 31, 2015 and March 31, 2015 , respectively. |
OTHER ASSETS
OTHER ASSETS | 3 Months Ended |
Mar. 31, 2016 | |
Other Assets [Abstract] | |
OTHER ASSETS | OTHER ASSETS Included in other assets were the following: March 31, 2016 December 31, 2015 March 31, 2015 ($ in millions) Investments in non-consolidated affiliates $ 25.2 $ 25.0 $ 23.7 Deferred debt issuance costs 3.1 3.3 15.1 Bleach joint venture receivable — — 5.8 Tax-related receivables 14.4 1.5 6.6 Interest rate swaps — — 2.9 Supply contracts 402.2 406.5 — Other 18.9 18.3 16.1 Other assets $ 463.8 $ 454.6 $ 70.2 In connection with the Acquisition, Olin and TDCC have agreed to enter into arrangements for the long-term supply of ethylene by TDCC to Olin, pursuant to which, among other things, Olin has made upfront payments of $433.5 million upon the Closing Date in order to receive ethylene at producer economics and for certain reservation fees for the option to obtain additional future ethylene supply at producer economics. The fair value of the long-term supply contracts recorded as of the Closing Date was a long-term asset of $410.8 million which will be amortized over the life of the contracts as ethylene is received. If the options are exercised by us, additional payments will be made to TDCC of between $205 million and $215 million in 2017 and between $425 million and $465 million in 2020, which will increase the value of the long-term asset. Amortization expense of $4.3 million was recognized within cost of goods sold for the three months ended March 31, 2016 related to these supply contracts and is reflected in depreciation and amortization on the condensed statements of cash flows. The long-term supply contracts are monitored for impairment each reporting period. |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLES | GOODWILL AND INTANGIBLE ASSETS Changes in the carrying value of goodwill were as follows: Chlor Alkali Products and Vinyls Epoxy Total ($ in millions) Balance at January 1, 2015 $ 747.1 $ — $ 747.1 Acquisition activity — — — Balance at March 31, 2015 $ 747.1 $ — $ 747.1 Balance at January 1, 2016 $ 1,877.5 $ 296.6 $ 2,174.1 Acquisition activity (23.3 ) (5.5 ) (28.8 ) Foreign currency translation adjustment 0.6 0.2 0.8 Balance at March 31, 2016 $ 1,854.8 $ 291.3 $ 2,146.1 Intangible assets consisted of the following: March 31, 2016 December 31, 2015 March 31, 2015 Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net ($ in millions) Customers, customer contracts and relationships $ 643.8 $ (75.9 ) $ 567.9 $ 641.0 $ (64.0 ) $ 577.0 $ 152.9 $ (44.7 ) $ 108.2 Trade name 17.9 (2.7 ) 15.2 17.9 — 17.9 10.9 — 10.9 Acquired technology 85.2 (5.7 ) 79.5 84.7 (2.7 ) 82.0 — — — Other 2.3 (1.7 ) 0.6 2.3 (1.7 ) 0.6 2.3 (1.6 ) 0.7 Total intangible assets $ 749.2 $ (86.0 ) $ 663.2 $ 745.9 $ (68.4 ) $ 677.5 $ 166.1 $ (46.3 ) $ 119.8 In conjunction with the Acquisition, we obtained intangible assets with a fair value of $582.3 million as of October 5, 2015. Intangible assets with indefinite useful lives are reviewed annually in the fourth quarter and/or when circumstances or other events indicate the indefinite life is no longer supportable. In connection with the integration of the Acquired Business, in the first quarter of 2016, the KA Steel trade name was changed from an indefinite life intangible asset to an intangible asset with a finite useful life of one year. Amortization expense of $2.7 million was recognized within cost of goods sold for the three months ended March 31, 2016 related to the change in useful life. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic and diluted net (loss) income per share are computed by dividing net (loss) income by the weighted average number of common shares outstanding. Diluted net (loss) income per share reflects the dilutive effect of stock-based compensation. Three Months Ended 2016 2015 Computation of Income (Loss) per Share (In millions, except per share data) Net (loss) income $ (37.9 ) $ 13.1 Basic shares 165.1 77.4 Basic net (loss) income per share $ (0.23 ) $ 0.17 Diluted shares: Basic shares 165.1 77.4 Stock-based compensation — 1.1 Diluted shares 165.1 78.5 Diluted net (loss) income per share $ (0.23 ) $ 0.17 The computation of dilutive shares from stock-based compensation does not include 7.0 million shares and 1.4 million shares for the three months ended March 31, 2016 and 2015 , respectively, as their effect would have been anti-dilutive. |
ENVIRONMENTAL
ENVIRONMENTAL | 3 Months Ended |
Mar. 31, 2016 | |
Environmental Remediation Obligations [Abstract] | |
ENVIRONMENTAL | ENVIRONMENTAL We are party to various government and private environmental actions associated with past manufacturing facilities and former waste disposal sites. Charges to income for investigatory and remedial efforts were material to operating results in 2015 and are expected to be material in 2016. The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites amounting to $139.2 million , $138.1 million and $136.0 million at March 31, 2016 , December 31, 2015 and March 31, 2015 , respectively, of which $120.2 million , $119.1 million and $117.0 million , respectively, were classified as other noncurrent liabilities. Environmental provisions charged to income, which are included in cost of goods sold, were $2.7 million and $0.7 million for the three months ended March 31, 2016 and 2015 , respectively. In connection with the Acquisition, TDCC retained liabilities relating to releases of hazardous materials and violations of environmental law to the extent arising prior to the Closing Date. Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting from investigatory studies, advances in technology, changes in environmental laws and regulations and their application, changes in regulatory authorities, the scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other potentially responsible parties (PRPs), our ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs. It is possible that some of these matters (the outcomes of which are subject to various uncertainties) may be resolved unfavorably to us, which could materially adversely affect our financial position or results of operations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES We, and our subsidiaries, are defendants in various legal actions (including proceedings based on alleged exposures to asbestos) incidental to our past and current business activities. As of March 31, 2016 , December 31, 2015 and March 31, 2015 , our condensed balance sheets included liabilities for these legal actions of $22.1 million , $21.2 million and $22.4 million , respectively. These liabilities do not include costs associated with legal representation. Based on our analysis, and considering the inherent uncertainties associated with litigation, we do not believe that it is reasonably possible that these legal actions will materially adversely affect our financial position, cash flows or results of operations. In connection with the Acquisition, TDCC retained liabilities related to litigation to the extent arising prior to the Closing Date. During the ordinary course of our business, contingencies arise resulting from an existing condition, situation or set of circumstances involving an uncertainty as to the realization of a possible gain contingency. In certain instances such as environmental projects, we are responsible for managing the cleanup and remediation of an environmental site. There exists the possibility of recovering a portion of these costs from other parties. We account for gain contingencies in accordance with the provisions of Accounting Standards Codification (ASC) 450 “Contingencies” (ASC 450) and, therefore, do not record gain contingencies and recognize income until it is earned and realizable. For the three months ended March 31, 2016, we recognized an insurance recovery of $11.0 million in other operating income (expense) for property damage and business interruption related to a 2008 chlor alkali facility incident. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS’ EQUITY On April 24, 2014, our board of directors authorized a share repurchase program for up to 8 million shares of common stock that will terminate in three years for any of the remaining shares not yet repurchased. For the three months ended March 31, 2016 and 2015, no shares were purchased and retired. As of March 31, 2016 , we had purchased a total of 1.9 million shares under the April 2014 program, and 6.1 million shares remained authorized to be purchased. Under the Merger Agreement relating to the Acquisition, we were restricted from repurchasing shares of our common stock prior to the consummation of the Merger. For a period of two years subsequent to the Closing Date of the Merger, we will continue to be subject to certain restrictions on our ability to conduct share repurchases. We issued 0.1 million shares representing stock options exercised for the three months ended March 31, 2015 , with a total value of $2.8 million . The following table represents the activity included in accumulated other comprehensive loss: Foreign Currency Translation Adjustment (net of taxes) Unrealized Gains (Losses) on Derivative Contracts (net of taxes) Pension and Postretirement Benefits (net of taxes) Accumulated Other Comprehensive Loss ($ in millions) Balance at January 1, 2015 $ (2.3 ) $ (4.2 ) $ (436.6 ) $ (443.1 ) Unrealized losses (1.4 ) (2.4 ) — (3.8 ) Reclassification adjustments into income — 1.9 8.6 10.5 Tax benefit (provision) — 0.2 (3.5 ) (3.3 ) Net Change (1.4 ) (0.3 ) 5.1 3.4 Balance at March 31, 2015 $ (3.7 ) $ (4.5 ) $ (431.5 ) $ (439.7 ) Balance at January 1, 2016 $ (12.1 ) $ (6.9 ) $ (473.5 ) $ (492.5 ) Unrealized gains 24.0 1.1 — 25.1 Reclassification adjustments into income — 3.7 6.1 9.8 Tax provision (8.5 ) (1.8 ) (2.3 ) (12.6 ) Net Change 15.5 3.0 3.8 22.3 Balance at March 31, 2016 $ 3.4 $ (3.9 ) $ (469.7 ) $ (470.2 ) Net (loss) income and cost of goods sold included reclassification adjustments for realized gains and losses on derivative contracts from accumulated other comprehensive loss. Net (loss) income, cost of goods sold and selling and administrative expenses included the amortization of prior service costs and actuarial losses from accumulated other comprehensive loss. This amortization is recognized equally in cost of goods sold and selling and administrative expenses. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION We define segment results as income (loss) before interest expense, interest income, other operating income (expense), and income taxes, and include the operating results of non-consolidated affiliates. Consistent with the guidance in ASC 280 “Segment Reporting” (ASC 280), we have determined it is appropriate to include the operating results of non-consolidated affiliates in the relevant segment financial results. Beginning in the fourth quarter of 2015, we modified our reportable segments due to changes in our organization resulting from the Acquisition. We have three operating segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. For segment reporting purposes, the Acquired Business’s Global Epoxy operating results comprise the newly created Epoxy segment and the Acquired Chlor Alkali Business operating results combined with our former Chlor Alkali Products and Chemical Distribution segments comprise the newly created Chlor Alkali Products and Vinyls segment. The new reporting structure has been retrospectively applied to the financial results for all periods presented. The three operating segments reflect the organization used by our management for purposes of allocating resources and assessing performance. Chlorine used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment. Sales and profits are recognized in the Chlor Alkali Products and Vinyls segment for all caustic soda generated and sold by Olin. Three Months Ended 2016 2015 Sales: ($ in millions) Chlor Alkali Products and Vinyls $ 704.3 $ 339.3 Epoxy 460.2 — Winchester 183.7 178.7 Total sales $ 1,348.2 $ 518.0 Income (loss) before taxes: Chlor Alkali Products and Vinyls $ 68.1 $ 24.1 Epoxy 8.2 — Winchester 28.7 29.8 Corporate/other: Pension income 12.2 7.1 Environmental expense (2.7 ) (0.7 ) Other corporate and unallocated costs (29.6 ) (22.1 ) Restructuring charges (92.8 ) (1.2 ) Acquisition-related costs (10.2 ) (10.4 ) Other operating income (expense) 10.9 (0.2 ) Interest expense (48.5 ) (7.1 ) Interest income 0.3 0.3 Income (loss) before taxes $ (55.4 ) $ 19.6 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock-based compensation granted includes stock options, performance stock awards, restricted stock awards and deferred directors’ compensation. Stock-based compensation expense was as follows: Three Months Ended 2016 2015 ($ in millions) Stock-based compensation $ 4.4 $ 2.5 Mark-to-market adjustments 0.4 5.2 Total expense $ 4.8 $ 7.7 The fair value of each stock option granted, which typically vests ratably over three years, but not less than one year, was estimated on the date of grant, using the Black-Scholes option-pricing model with the following weighted-average assumptions: Grant date 2016 2015 Dividend yield 6.09 % 2.92 % Risk-free interest rate 1.35 % 1.69 % Expected volatility 32 % 34 % Expected life (years) 6.0 6.0 Weighted average grant fair value (per option) $ 1.90 $ 6.80 Weighted average exercise price $ 13.14 $ 27.40 Shares granted 1,670,400 776,750 Dividend yield for 2016 and 2015 was based on a historical average. Risk-free interest rate was based on zero coupon U.S. Treasury securities rates for the expected life of the options. Expected volatility was based on our historical stock price movements, as we believe that historical experience is the best available indicator of the expected volatility. Expected life of the option grant was based on historical exercise and cancellation patterns, as we believe that historical experience is the best estimate of future exercise patterns. |
PENSION PLANS AND RETIREMENT BE
PENSION PLANS AND RETIREMENT BENEFITS | 3 Months Ended |
Mar. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
PENSION PLANS AND RETIREMENT BENEFITS | PENSION PLANS AND RETIREMENT BENEFITS Most of our employees participate in defined contribution pension plans. We provide a contribution to an individual retirement contribution account maintained with the Contributing Employee Ownership Plan (CEOP) primarily equal to an amount of between 5% and 10% of the employee’s eligible compensation. The defined contribution pension plans expense was $6.6 million and $4.3 million for the three months ended March 31, 2016 and 2015 , respectively. A portion of our bargaining hourly employees continue to participate in our domestic qualified defined benefit pension plans under a flat-benefit formula. Our funding policy for the qualified defined benefit pension plans is consistent with the requirements of federal laws and regulations. Our foreign subsidiaries maintain pension and other benefit plans, which are consistent with statutory practices. Our qualified defined benefit pension plan provides that if, within three years following a change of control of Olin, any corporate action is taken or filing made in contemplation of, among other things, a plan termination or merger or other transfer of assets or liabilities of the plan, and such termination, merger, or transfer thereafter takes place, plan benefits would automatically be increased for affected participants (and retired participants) to absorb any plan surplus (subject to applicable collective bargaining requirements). We also provide certain postretirement health care (medical) and life insurance benefits for eligible active and retired domestic employees. The health care plans are contributory with participants’ contributions adjusted annually based on medical rates of inflation and plan experience. Effective as of the Closing Date, we changed the approach used to measure service and interest costs for our defined benefit pension plans and on December 31, 2015 changed this approach for our other postretirement benefits. Prior to the change, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. Subsequent to the change, we elected to measure service and interest costs by applying the specific spot rates along the yield curve to the plans’ estimated cash flows. We believe the new approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our plan obligations. We have accounted for this change as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis. As of the Closing Date and as part of the Acquisition, our U.S. qualified defined benefit pension plan assumed certain U.S. qualified defined benefit pension obligations and assets related to active employees and certain terminated, vested retirees of the Acquired Business with a net liability of $281.7 million . In connection therewith, pension assets will be transferred from TDCC’s U.S. qualified defined benefit pension plans to our U.S. qualified defined benefit pension plan. Immediately prior to the Acquisition, the Acquired Business’s participant accounts assumed in the Acquisition were closed to new participants and were no longer accruing additional benefits. Also as of the Closing Date, we assumed certain accrued defined benefit pension liabilities relating to employees of TDCC in Germany, Switzerland and other international locations who transferred to Olin in connection with the Acquisition. The net liability assumed as of the Closing Date was $160.6 million . Pension Benefits Other Postretirement Three Months Ended Three Months Ended 2016 2015 2016 2015 Components of Net Periodic Benefit (Income) Cost ($ in millions) Service cost $ 3.2 $ 1.6 $ 0.3 $ 0.3 Interest cost 22.4 20.6 0.5 0.6 Expected return on plans’ assets (39.8 ) (35.6 ) — — Recognized actuarial loss 5.3 7.5 0.8 0.9 Curtailments/settlements — 0.1 — 0.1 Net periodic benefit (income) cost $ (8.9 ) $ (5.8 ) $ 1.6 $ 1.9 For the three months ended March 31, 2015 , we recorded a curtailment charge of $0.2 million associated with permanently closing a portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014. This charge was included in restructuring charges for the three months ended March 31, 2015 . We made cash contributions to our international qualified defined benefit pension plans of $0.5 million and $0.2 million for the three months ended March 31, 2016 and 2015 , respectively. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The following table accounts for the difference between the actual tax provision and the amounts obtained by applying the statutory U.S. federal income tax rate of 35.0% to income before taxes. Three Months Ended Effective Tax Rate Reconciliation (Percent) 2016 2015 Statutory federal tax rate 35.0 % 35.0 % Foreign rate differential (3.8 ) (0.1 ) U.S. tax on foreign earnings 3.8 — Domestic manufacturing/export tax incentive — (3.0 ) Salt Depletion (3.4 ) (0.6 ) Dividends paid to CEOP (0.6 ) (0.6 ) State income taxes, net (1.4 ) 0.6 Change in valuation allowance 0.1 1.0 Change in tax contingencies 1.6 — Other, net 0.3 0.9 Effective tax rate 31.6 % 33.2 % The condensed balance sheets include income tax receivables that are classified as other noncurrent assets of $1.5 million , $1.5 million and $6.6 million at March 31, 2016 , December 31, 2015 and March 31, 2015 , respectively. As of March 31, 2016 , we had $33.5 million of gross unrecognized tax benefits, which would have a net $31.9 million impact on the effective tax rate, if recognized. As of March 31, 2015 , we had $36.1 million of gross unrecognized tax benefits, of which $35.0 million would have impacted the effective tax rate, if recognized. The amount of unrecognized tax benefits was as follows: March 31, 2016 2015 ($ in millions) Balance at beginning of year $ 35.1 $ 36.1 Decreases for prior year tax positions (1.6 ) — Balance at end of period $ 33.5 $ 36.1 As of March 31, 2016 , we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $9.5 million over the next twelve months. The anticipated reduction primarily relates to settlements with taxing authorities and the expiration of federal, state and foreign statutes of limitation. We operate globally and file income tax returns in numerous jurisdictions. Our tax returns are subject to examination by various federal, state and local tax authorities. Our U.S. federal income tax returns are under examination by the Internal Revenue Service (IRS) for tax years 2008 and 2010 to 2012. In connection with the Acquisition, TDCC retained liabilities relating to taxes to the extent arising prior to the Closing Date. We believe we have adequately provided for all tax positions; however, amounts asserted by taxing authorities could be greater than our accrued position. For our primary tax jurisdictions, the tax years that remain subject to examination are as follows: Tax Years U.S. federal income tax 2008; 2010 - 2015 U.S. state income tax 2006 - 2015 Canadian federal income tax 2012 - 2015 Brazil 2014 - 2015 Germany 2015 China 2014 - 2015 The Netherlands 2014 - 2015 South Korea 2014 - 2015 Hong Kong 2015 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing and financing activities and our operations that use foreign currencies. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks. ASC 815 “Derivatives and Hedging” (ASC 815) requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. We use hedge accounting treatment for substantially all of our business transactions whose risks are covered using derivative instruments. In accordance with ASC 815, we designate commodity forward contracts as cash flow hedges of forecasted purchases of commodities and certain interest rate swaps as fair value hedges of fixed-rate borrowings. We do not enter into any derivative instruments for trading or speculative purposes. Energy costs, including electricity and natural gas, and certain raw materials used in our production processes are subject to price volatility. Depending on market conditions, we may enter into futures contracts and put and call option contracts in order to reduce the impact of commodity price fluctuations. The majority of our commodity derivatives expire within one year. Those commodity contracts that extend beyond one year correspond with raw material purchases for long-term fixed-price sales contracts. We enter into forward sales and purchase contracts to manage currency risk resulting from purchase and sale commitments denominated in foreign currencies. At March 31, 2016 , we had outstanding forward contracts to buy foreign currency with a notional value of $29.6 million and to sell foreign currency with a notional value of $98.9 million . All of the currency derivatives expire within one year and are for U.S. dollar (USD) equivalents. The counterparties to the forward contracts were large financial institutions; however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position or results of operations. At December 31, 2015 , we had outstanding forward contracts to buy foreign currency with a notional value of $21.7 million and to sell foreign currency with a notional value of $10.1 million . At March 31, 2015 , we had no forward contracts to buy or sell foreign currencies. In March 2010, we entered into interest rate swaps on $125 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates to a counterparty who, in turn, pays us fixed rates. The counterparty to these agreements is Citibank, N.A. (Citibank), a major financial institution. In October 2011, we entered into $125 million of interest rate swaps with equal and opposite terms as the $125 million variable interest rate swaps on the 6.75% senior notes due 2016 (2016 Notes). We have agreed to pay a fixed rate to a counterparty who, in turn, pays us variable rates. The counterparty to these agreements is also Citibank. The result was a gain of $11.0 million on the $125 million variable interest rate swaps, which will be recognized through 2016. As of March 31, 2016 , $0.6 million of this gain was included in current installments of long-term debt. In October 2011, we de-designated our $125 million interest rate swaps that had previously been designated as fair value hedges. The $125 million variable interest rate swaps and the $125 million fixed interest rate swaps do not meet the criteria for hedge accounting. All changes in the fair value of these interest rate swaps are recorded currently in earnings. Cash flow hedges ASC 815 requires that all derivative instruments be recorded on the balance sheet at their fair value. For derivative instruments that are designated and qualify as a cash flow hedge, the change in fair value of the derivative is recognized as a component of other comprehensive income until the hedged item is recognized in earnings. Gains and losses on the derivatives representing hedge ineffectiveness are recognized currently in earnings. We had the following notional amount of outstanding commodity forward contracts that were entered into to hedge forecasted purchases: March 31, 2016 December 31, 2015 March 31, 2015 ($ in millions) Copper $ 43.1 $ 43.6 $ 58.3 Zinc 8.5 8.7 5.6 Lead 9.1 9.3 18.5 Natural gas 0.9 2.0 4.3 As of March 31, 2016 , the counterparty to $35.0 million of these commodity forward contracts is Wells Fargo Bank, N.A. (Wells Fargo), a major financial institution, and the counterparty to $26.6 million of these commodity forward contracts is Citibank, a major financial institution. We use cash flow hedges for certain raw material and energy costs such as copper, zinc, lead, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations associated with forecasted purchases of raw materials and energy used in the company’s manufacturing process. At March 31, 2016 , we had open positions in futures contracts through 2021. If all open futures contracts had been settled on March 31, 2016 , we would have recognized a pretax loss of $6.6 million . If commodity prices were to remain at March 31, 2016 levels, approximately $2.7 million of deferred losses would be reclassified into earnings during the next twelve months. The actual effect on earnings will be dependent on actual commodity prices when the forecasted transactions occur. Fair value hedges For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings. We include the gain or loss on the hedged items (fixed-rate borrowings) in the same line item, interest expense, as the offsetting loss or gain on the related interest rate swaps. We had no interest rate swaps designated as fair value hedges as of March 31, 2016 , December 31, 2015 and March 31, 2015 . In June 2012, we terminated $73.1 million of interest rate swaps with Wells Fargo that had been entered into on the SunBelt Notes in May 2011. The result was a gain of $2.2 million , which will be recognized through 2017. As of March 31, 2016 , $0.3 million of this gain was included in long-term debt. Pursuant to a note purchase agreement dated December 22, 1997, the SunBelt Chlor Alkali Partnership (SunBelt) sold $97.5 million of Guaranteed Senior Secured Notes due 2017, Series O, and $97.5 million of Guaranteed Senior Secured Notes due 2017, Series G. We refer to these notes as the SunBelt Notes. The SunBelt Notes bear interest at a rate of 7.23% per annum, payable semi-annually in arrears on each June 22 and December 22. We use interest rate swaps as a means of managing interest expense and floating interest rate exposure to optimal levels. These interest rate swaps are treated as fair value hedges. The accounting for gains and losses associated with changes in fair value of the derivative and the effect on the condensed financial statements will depend on the hedge designation and whether the hedge is effective in offsetting changes in fair value of cash flows of the asset or liability being hedged. Financial statement impacts We present our derivative assets and liabilities in our condensed balance sheets on a net basis whenever we have a legally enforceable master netting agreement with the counterparty to our derivative contracts. We use these agreements to manage and substantially reduce our potential counterparty credit risk. The following table summarizes the location and fair value of the derivative instruments on our condensed balance sheets. The table disaggregates our net derivative assets and liabilities into gross components on a contract-by-contract basis before giving effect to master netting arrangements: Asset Derivatives Liability Derivatives Fair Value Fair Value Derivatives Designated as Hedging Instruments Balance Sheet Location March 31, 2016 December 31, 2015 March 31, 2015 Balance Sheet Location March 31, 2016 December 31, 2015 March 31, 2015 ($ in millions) ($ in millions) Interest rate contracts Other current assets $ — $ — $ — Current installments of long-term debt $ 0.6 $ 1.2 $ — Interest rate contracts Other assets — — — Long-term debt 0.3 0.4 3.8 Commodity contracts – losses Other current assets — — — Accrued liabilities 7.6 11.5 8.1 Commodity contracts – gains Other current assets — — — Accrued liabilities (1.0 ) (0.1 ) (0.5 ) $ — $ — $ — $ 7.5 $ 13.0 $ 11.4 Derivatives Not Designated as Hedging Instruments Interest rate contracts – gains Other current assets $ 0.9 $ 1.2 $ — Accrued liabilities $ — $ — $ — Interest rate contracts – losses Other current assets (0.4 ) (0.1 ) — Accrued liabilities — — — Interest rate contracts – gains Other assets — — 3.9 Other liabilities — — — Interest rate contracts – losses Other assets — — (1.0 ) Other liabilities — — — Commodity contracts – losses Other current assets — — — Accrued liabilities 0.1 0.2 1.2 Foreign exchange contracts – gains Other current assets 0.4 0.1 — Accrued liabilities (0.3 ) — — Foreign exchange contracts – losses Other current assets (0.4 ) — — Accrued liabilities 1.8 — — $ 0.5 $ 1.2 $ 2.9 $ 1.6 $ 0.2 $ 1.2 Total derivatives (1) $ 0.5 $ 1.2 $ 2.9 $ 9.1 $ 13.2 $ 12.6 (1) Does not include the impact of cash collateral received from or provided to counterparties. The following table summarizes the effects of derivative instruments on our condensed statements of income: Amount of Gain (Loss) Three Months Ended Location of Gain (Loss) 2016 2015 Derivatives – Cash Flow Hedges ($ in millions) Recognized in other comprehensive loss (effective portion) ——— $ 1.1 $ (2.4 ) Reclassified from accumulated other comprehensive loss into income (effective portion) Cost of goods sold $ (3.7 ) $ (1.9 ) Derivatives – Fair Value Hedges Interest rate contracts Interest expense $ 0.7 $ 0.7 Derivatives Not Designated as Hedging Instruments Commodity contracts Cost of goods sold $ (0.4 ) $ (1.7 ) Foreign exchange contracts Selling and administration (3.1 ) — $ (3.5 ) $ (1.7 ) The ineffective portion of changes in fair value resulted in zero charged or credited to earnings for the three months ended March 31, 2016 and 2015 . Credit risk and collateral By using derivative instruments, we are exposed to credit and market risk. If a counterparty fails to fulfill its performance obligations under a derivative contract, our credit risk will equal the fair value gain in a derivative. Generally, when the fair value of a derivative contract is positive, this indicates that the counterparty owes us, thus creating a repayment risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, assume no repayment risk. We minimize the credit (or repayment) risk in derivative instruments by entering into transactions with high-quality counterparties. We monitor our positions and the credit ratings of our counterparties, and we do not anticipate non-performance by the counterparties. Based on the agreements with our various counterparties, cash collateral is required to be provided when the net fair value of the derivatives, with the counterparty, exceed a specific threshold. If the threshold is exceeded, cash is either provided by the counterparty to us if the value of the derivatives is our asset, or cash is provided by us to the counterparty if the value of the derivatives is our liability. As of March 31, 2016 and March 31, 2015 , this threshold was not exceeded. As of December 31, 2015 , the amount recognized in accrued liabilities for cash collateral provided by us to counterparties was $5.6 million . In all instances where we are party to a master netting agreement, we offset the receivable or payable recognized upon payment of cash collateral against the fair value amounts recognized for derivative instruments that have also been offset under such master netting agreements. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties or the amount that would be paid to transfer a liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Assets and liabilities recorded at fair value in the condensed balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by ASC 820 “Fair Value Measurements and Disclosures” (ASC 820) are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, and are as follows: Level 1 — Inputs were unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 — Inputs (other than quoted prices included in Level 1) were either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 — Inputs reflected management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration was given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. We are required to separately disclose assets and liabilities measured at fair value on a recurring basis, from those measured at fair value on a nonrecurring basis. Nonfinancial assets measured at fair value on a nonrecurring basis are intangible assets and goodwill, which are reviewed annually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred. Determining which hierarchical level an asset or liability falls within requires significant judgment. We evaluate our hierarchy disclosures each quarter. The following table summarizes the assets and liabilities measured at fair value in the condensed balance sheets: Fair Value Measurements Balance at March 31, 2016 Level 1 Level 2 Level 3 Total Assets ($ in millions) Interest rate swaps $ — $ 0.5 $ — $ 0.5 Liabilities Interest rate swaps $ — $ 0.9 $ — $ 0.9 Commodity forward contracts — 6.7 — 6.7 Foreign exchange contracts — 1.5 — 1.5 Balance at December 31, 2015 Assets Interest rate swaps $ — $ 1.1 $ — $ 1.1 Foreign exchange contracts — 0.1 — 0.1 Liabilities Interest rate swaps $ — $ 1.6 $ — $ 1.6 Commodity forward contracts — 11.6 — 11.6 Balance at March 31, 2015 Assets Interest rate swaps $ — $ 2.9 $ — $ 2.9 Liabilities Interest rate swaps $ — $ 3.8 $ — $ 3.8 Commodity forward contracts — 8.8 — 8.8 For the three months ended March 31, 2016 , there were no transfers into or out of Level 1, Level 2 or Level 3. Interest Rate Swaps The fair value of the interest rate swaps was included in other current assets, current installments of long-term debt and long-term debt as of March 31, 2016 and December 31, 2015 . The fair value of the interest rate swaps was included in other assets and long-term debt as of March 31, 2015 . These financial instruments were valued using the “income approach” valuation technique. This method used valuation techniques to convert future amounts to a single present amount. The measurement was based on the value indicated by current market expectations about those future amounts. We use interest rate swaps as a means of managing interest expense and floating interest rate exposure to optimal levels. Commodity Forward Contracts The fair value of the commodity forward contracts was classified in accrued liabilities as of March 31, 2016 , December 31, 2015 and March 31, 2015 , with unrealized gains and losses included in accumulated other comprehensive loss, net of applicable taxes. These financial instruments were valued primarily based on prices and other relevant information observable in market transactions involving identical or comparable assets or liabilities including both forward and spot prices for commodities. We use commodity forward contracts for certain raw materials and energy costs such as copper, zinc, lead, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations. Foreign Currency Contracts The fair value of foreign currency contracts was classified within other current assets and accrued liabilities as of March 31, 2016 and December 31, 2015 , with gains and losses included in selling and administration expense as these financial instruments do not meet the criteria to qualify for hedge accounting. We had no fair value of foreign currency contracts as of March 31, 2015 . We enter into forward sales and purchase contracts to manage currency risk resulting from purchase and sale commitments denominated in foreign currencies. Financial Instruments The carrying values of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximated fair values due to the short-term maturities of these instruments. The fair value of our long-term debt was determined based on current market rates for debt of similar risk and maturities. The following table summarizes the fair value measurements of debt and the actual debt recorded on our condensed balance sheets: Fair Value Measurements Amount recorded Level 1 Level 2 Level 3 Total ($ in millions) Balance at March 31, 2016 $ — $ 3,778.5 $ 153.0 $ 3,931.5 $ 3,833.0 Balance at December 31, 2015 — 3,826.9 153.0 3,979.9 3,848.8 Balance at March 31, 2015 — 538.7 153.0 691.7 665.1 Nonrecurring Fair Value Measurements In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis as required by ASC 820. There were no assets measured at fair value on a nonrecurring basis as of March 31, 2016 , December 31, 2015 and March 31, 2015 . |
ACQUISITION (Tables)
ACQUISITION (Tables) - DCP Business | 3 Months Ended |
Mar. 31, 2016 | |
Business Acquisition [Line Items] | |
Schedule of Aggregate Purchase Consideration | The following table summarizes the aggregate purchase price for the Acquired Business and related transactions, after the final post-closing adjustments: October 5, 2015 (In millions, except per share data) Shares 87.5 Value of common stock on October 2, 2015 17.46 Equity consideration by exchange of shares $ 1,527.4 Cash and debt instruments received by TDCC 2,095.0 Accrual for future payments 69.5 Up-front payments under the ethylene agreements 433.5 Total cash, debt and equity consideration $ 4,125.4 Long-term debt assumed 569.0 Pension liabilities assumed 442.3 Aggregate purchase price $ 5,136.7 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase price to the Acquired Business’s assets and liabilities on the Closing Date: Initial Valuation Measurement Period Adjustments As of March 31, 2016 ($ in millions) Total current assets $ 921.7 $ (2.9 ) $ 918.8 Property, plant and equipment 3,090.8 — 3,090.8 Deferred taxes 76.8 — 76.8 Intangible assets 582.3 — 582.3 Other assets 426.5 6.2 432.7 Total assets acquired 5,098.1 3.3 5,101.4 Total current liabilities 357.6 (6.2 ) 351.4 Long-term debt 517.9 — 517.9 Accrued pension liability 447.1 (4.8 ) 442.3 Deferred tax liability 1,054.9 — 1,054.9 Other liabilities 2.0 6.2 8.2 Total liabilities assumed 2,379.5 (4.8 ) 2,374.7 Net identifiable assets acquired 2,718.6 8.1 2,726.7 Goodwill 1,427.5 (28.8 ) 1,398.7 Fair value of net assets acquired $ 4,146.1 $ (20.7 ) $ 4,125.4 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | Based on preliminary valuations, purchase price was allocated to intangible assets as follows: October 5, 2015 Weighted-Average Amortization Period Gross Amount ($ in millions) Customers, customer contracts and relationships 15 Years $ 490.3 Acquired technology 7 Years 85.0 Trade name Indefinite 7.0 Total acquired intangible assets $ 582.3 |
Pro forma summary | The following pro forma summary reflects consolidated results of operation as if the Acquisition had occurred on January 1, 2014 (unaudited). Three Months Ended March 31, 2015 (In millions, except per share data) Sales $ 1,439.0 Net loss (39.5 ) Net loss per common share: Basic $ (0.24 ) Diluted $ (0.24 ) |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes the activity by major component of these 2016, 2014 and 2010 restructuring actions and the remaining balances of accrued restructuring costs as of March 31, 2016 : Employee severance and job related benefits Lease and other contract termination costs Employee relocation costs Facility exit costs Write-off of equipment and facility Total ($ in millions) Balance at January 1, 2015 $ 11.2 $ 4.5 $ — $ — $ — $ 15.7 Restructuring charges — 0.7 0.1 0.2 0.2 1.2 Amounts utilized (2.8 ) — (0.1 ) (0.2 ) (0.2 ) (3.3 ) Currency translation adjustments (0.4 ) (0.3 ) — — — (0.7 ) Balance at March 31, 2015 $ 8.0 $ 4.9 $ — $ — $ — $ 12.9 Balance at January 1, 2016 $ 4.6 $ 2.1 $ — $ — $ — $ 6.7 Restructuring charges 3.9 9.2 0.2 2.9 76.6 92.8 Amounts utilized (1.7 ) (0.1 ) (0.2 ) (0.6 ) (76.6 ) (79.2 ) Currency translation adjustments 0.1 0.1 — — — 0.2 Balance at March 31, 2016 $ 6.9 $ 11.3 $ — $ 2.3 $ — $ 20.5 |
Restructuring and Related Costs | The following table summarizes the cumulative restructuring charges of these 2016, 2014 and 2010 restructuring actions by major component through March 31, 2016 : Chlor Alkali Products and Vinyls Winchester Total Becancour Capacity Reductions ($ in millions) Write-off of equipment and facility $ 3.5 $ 76.6 $ — $ 80.1 Employee severance and job related benefits 2.7 3.9 13.1 19.7 Facility exit costs 0.9 2.5 2.3 5.7 Pension and other postretirement benefits curtailment — — 4.1 4.1 Employee relocation costs — — 5.5 5.5 Lease and other contract termination costs 5.2 9.2 — 14.4 Total cumulative restructuring charges $ 12.3 $ 92.2 $ 25.0 $ 129.5 |
ALLOWANCE FOR DOUBTFUL ACCOUN28
ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounts Receivable, Net [Abstract] | |
Allowance for Doubtful Accounts Receivable | Allowance for doubtful accounts receivable consisted of the following: March 31, 2016 2015 ($ in millions) Balance at beginning of year $ 6.4 $ 3.0 Provisions charged 1.4 0.2 Write-offs, net of recoveries (1.5 ) (0.1 ) Balance at end of period $ 6.3 $ 3.1 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories Table | Inventories consisted of the following: March 31, December 31, March 31, ($ in millions) Supplies $ 73.7 $ 86.5 $ 40.2 Raw materials 88.0 91.5 63.6 Work in process 108.1 105.8 37.2 Finished goods 452.2 445.3 141.1 722.0 729.1 282.1 LIFO reserve (42.5 ) (43.9 ) (66.0 ) Inventories, net $ 679.5 $ 685.2 $ 216.1 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Other Assets [Abstract] | |
Schedule of Other Assets | Included in other assets were the following: March 31, 2016 December 31, 2015 March 31, 2015 ($ in millions) Investments in non-consolidated affiliates $ 25.2 $ 25.0 $ 23.7 Deferred debt issuance costs 3.1 3.3 15.1 Bleach joint venture receivable — — 5.8 Tax-related receivables 14.4 1.5 6.6 Interest rate swaps — — 2.9 Supply contracts 402.2 406.5 — Other 18.9 18.3 16.1 Other assets $ 463.8 $ 454.6 $ 70.2 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying value of goodwill were as follows: Chlor Alkali Products and Vinyls Epoxy Total ($ in millions) Balance at January 1, 2015 $ 747.1 $ — $ 747.1 Acquisition activity — — — Balance at March 31, 2015 $ 747.1 $ — $ 747.1 Balance at January 1, 2016 $ 1,877.5 $ 296.6 $ 2,174.1 Acquisition activity (23.3 ) (5.5 ) (28.8 ) Foreign currency translation adjustment 0.6 0.2 0.8 Balance at March 31, 2016 $ 1,854.8 $ 291.3 $ 2,146.1 |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following: March 31, 2016 December 31, 2015 March 31, 2015 Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net ($ in millions) Customers, customer contracts and relationships $ 643.8 $ (75.9 ) $ 567.9 $ 641.0 $ (64.0 ) $ 577.0 $ 152.9 $ (44.7 ) $ 108.2 Trade name 17.9 (2.7 ) 15.2 17.9 — 17.9 10.9 — 10.9 Acquired technology 85.2 (5.7 ) 79.5 84.7 (2.7 ) 82.0 — — — Other 2.3 (1.7 ) 0.6 2.3 (1.7 ) 0.6 2.3 (1.6 ) 0.7 Total intangible assets $ 749.2 $ (86.0 ) $ 663.2 $ 745.9 $ (68.4 ) $ 677.5 $ 166.1 $ (46.3 ) $ 119.8 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Share Table | Three Months Ended 2016 2015 Computation of Income (Loss) per Share (In millions, except per share data) Net (loss) income $ (37.9 ) $ 13.1 Basic shares 165.1 77.4 Basic net (loss) income per share $ (0.23 ) $ 0.17 Diluted shares: Basic shares 165.1 77.4 Stock-based compensation — 1.1 Diluted shares 165.1 78.5 Diluted net (loss) income per share $ (0.23 ) $ 0.17 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Activity included in accumulated other comprehensive loss table | The following table represents the activity included in accumulated other comprehensive loss: Foreign Currency Translation Adjustment (net of taxes) Unrealized Gains (Losses) on Derivative Contracts (net of taxes) Pension and Postretirement Benefits (net of taxes) Accumulated Other Comprehensive Loss ($ in millions) Balance at January 1, 2015 $ (2.3 ) $ (4.2 ) $ (436.6 ) $ (443.1 ) Unrealized losses (1.4 ) (2.4 ) — (3.8 ) Reclassification adjustments into income — 1.9 8.6 10.5 Tax benefit (provision) — 0.2 (3.5 ) (3.3 ) Net Change (1.4 ) (0.3 ) 5.1 3.4 Balance at March 31, 2015 $ (3.7 ) $ (4.5 ) $ (431.5 ) $ (439.7 ) Balance at January 1, 2016 $ (12.1 ) $ (6.9 ) $ (473.5 ) $ (492.5 ) Unrealized gains 24.0 1.1 — 25.1 Reclassification adjustments into income — 3.7 6.1 9.8 Tax provision (8.5 ) (1.8 ) (2.3 ) (12.6 ) Net Change 15.5 3.0 3.8 22.3 Balance at March 31, 2016 $ 3.4 $ (3.9 ) $ (469.7 ) $ (470.2 ) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Three Months Ended 2016 2015 Sales: ($ in millions) Chlor Alkali Products and Vinyls $ 704.3 $ 339.3 Epoxy 460.2 — Winchester 183.7 178.7 Total sales $ 1,348.2 $ 518.0 Income (loss) before taxes: Chlor Alkali Products and Vinyls $ 68.1 $ 24.1 Epoxy 8.2 — Winchester 28.7 29.8 Corporate/other: Pension income 12.2 7.1 Environmental expense (2.7 ) (0.7 ) Other corporate and unallocated costs (29.6 ) (22.1 ) Restructuring charges (92.8 ) (1.2 ) Acquisition-related costs (10.2 ) (10.4 ) Other operating income (expense) 10.9 (0.2 ) Interest expense (48.5 ) (7.1 ) Interest income 0.3 0.3 Income (loss) before taxes $ (55.4 ) $ 19.6 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based compensation expense | Stock-based compensation expense was as follows: Three Months Ended 2016 2015 ($ in millions) Stock-based compensation $ 4.4 $ 2.5 Mark-to-market adjustments 0.4 5.2 Total expense $ 4.8 $ 7.7 |
Schedule of fair value of stock options granted | The fair value of each stock option granted, which typically vests ratably over three years, but not less than one year, was estimated on the date of grant, using the Black-Scholes option-pricing model with the following weighted-average assumptions: Grant date 2016 2015 Dividend yield 6.09 % 2.92 % Risk-free interest rate 1.35 % 1.69 % Expected volatility 32 % 34 % Expected life (years) 6.0 6.0 Weighted average grant fair value (per option) $ 1.90 $ 6.80 Weighted average exercise price $ 13.14 $ 27.40 Shares granted 1,670,400 776,750 |
PENSION PLANS AND RETIREMENT 36
PENSION PLANS AND RETIREMENT BENEFITS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of Net Periodic Benefit (Income) Cost | Pension Benefits Other Postretirement Three Months Ended Three Months Ended 2016 2015 2016 2015 Components of Net Periodic Benefit (Income) Cost ($ in millions) Service cost $ 3.2 $ 1.6 $ 0.3 $ 0.3 Interest cost 22.4 20.6 0.5 0.6 Expected return on plans’ assets (39.8 ) (35.6 ) — — Recognized actuarial loss 5.3 7.5 0.8 0.9 Curtailments/settlements — 0.1 — 0.1 Net periodic benefit (income) cost $ (8.9 ) $ (5.8 ) $ 1.6 $ 1.9 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Effective Tax Rate Reconciliation (Percent) | The following table accounts for the difference between the actual tax provision and the amounts obtained by applying the statutory U.S. federal income tax rate of 35.0% to income before taxes. Three Months Ended Effective Tax Rate Reconciliation (Percent) 2016 2015 Statutory federal tax rate 35.0 % 35.0 % Foreign rate differential (3.8 ) (0.1 ) U.S. tax on foreign earnings 3.8 — Domestic manufacturing/export tax incentive — (3.0 ) Salt Depletion (3.4 ) (0.6 ) Dividends paid to CEOP (0.6 ) (0.6 ) State income taxes, net (1.4 ) 0.6 Change in valuation allowance 0.1 1.0 Change in tax contingencies 1.6 — Other, net 0.3 0.9 Effective tax rate 31.6 % 33.2 % |
Unrecognized Tax Benefits | The amount of unrecognized tax benefits was as follows: March 31, 2016 2015 ($ in millions) Balance at beginning of year $ 35.1 $ 36.1 Decreases for prior year tax positions (1.6 ) — Balance at end of period $ 33.5 $ 36.1 |
Tax Returns Subject to Examination | For our primary tax jurisdictions, the tax years that remain subject to examination are as follows: Tax Years U.S. federal income tax 2008; 2010 - 2015 U.S. state income tax 2006 - 2015 Canadian federal income tax 2012 - 2015 Brazil 2014 - 2015 Germany 2015 China 2014 - 2015 The Netherlands 2014 - 2015 South Korea 2014 - 2015 Hong Kong 2015 |
DERIVATIVE FINANCIAL INSTRUME38
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments | We had the following notional amount of outstanding commodity forward contracts that were entered into to hedge forecasted purchases: March 31, 2016 December 31, 2015 March 31, 2015 ($ in millions) Copper $ 43.1 $ 43.6 $ 58.3 Zinc 8.5 8.7 5.6 Lead 9.1 9.3 18.5 Natural gas 0.9 2.0 4.3 |
Summary of location and fair value of derivative instruments on condensed balance sheets | The following table summarizes the location and fair value of the derivative instruments on our condensed balance sheets. The table disaggregates our net derivative assets and liabilities into gross components on a contract-by-contract basis before giving effect to master netting arrangements: Asset Derivatives Liability Derivatives Fair Value Fair Value Derivatives Designated as Hedging Instruments Balance Sheet Location March 31, 2016 December 31, 2015 March 31, 2015 Balance Sheet Location March 31, 2016 December 31, 2015 March 31, 2015 ($ in millions) ($ in millions) Interest rate contracts Other current assets $ — $ — $ — Current installments of long-term debt $ 0.6 $ 1.2 $ — Interest rate contracts Other assets — — — Long-term debt 0.3 0.4 3.8 Commodity contracts – losses Other current assets — — — Accrued liabilities 7.6 11.5 8.1 Commodity contracts – gains Other current assets — — — Accrued liabilities (1.0 ) (0.1 ) (0.5 ) $ — $ — $ — $ 7.5 $ 13.0 $ 11.4 Derivatives Not Designated as Hedging Instruments Interest rate contracts – gains Other current assets $ 0.9 $ 1.2 $ — Accrued liabilities $ — $ — $ — Interest rate contracts – losses Other current assets (0.4 ) (0.1 ) — Accrued liabilities — — — Interest rate contracts – gains Other assets — — 3.9 Other liabilities — — — Interest rate contracts – losses Other assets — — (1.0 ) Other liabilities — — — Commodity contracts – losses Other current assets — — — Accrued liabilities 0.1 0.2 1.2 Foreign exchange contracts – gains Other current assets 0.4 0.1 — Accrued liabilities (0.3 ) — — Foreign exchange contracts – losses Other current assets (0.4 ) — — Accrued liabilities 1.8 — — $ 0.5 $ 1.2 $ 2.9 $ 1.6 $ 0.2 $ 1.2 Total derivatives (1) $ 0.5 $ 1.2 $ 2.9 $ 9.1 $ 13.2 $ 12.6 (1) Does not include the impact of cash collateral received from or provided to counterparties. |
Summary of effects of derivative instruments on condensed statements of income | The following table summarizes the effects of derivative instruments on our condensed statements of income: Amount of Gain (Loss) Three Months Ended Location of Gain (Loss) 2016 2015 Derivatives – Cash Flow Hedges ($ in millions) Recognized in other comprehensive loss (effective portion) ——— $ 1.1 $ (2.4 ) Reclassified from accumulated other comprehensive loss into income (effective portion) Cost of goods sold $ (3.7 ) $ (1.9 ) Derivatives – Fair Value Hedges Interest rate contracts Interest expense $ 0.7 $ 0.7 Derivatives Not Designated as Hedging Instruments Commodity contracts Cost of goods sold $ (0.4 ) $ (1.7 ) Foreign exchange contracts Selling and administration (3.1 ) — $ (3.5 ) $ (1.7 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Table of financial instruments measured at fair value | The following table summarizes the assets and liabilities measured at fair value in the condensed balance sheets: Fair Value Measurements Balance at March 31, 2016 Level 1 Level 2 Level 3 Total Assets ($ in millions) Interest rate swaps $ — $ 0.5 $ — $ 0.5 Liabilities Interest rate swaps $ — $ 0.9 $ — $ 0.9 Commodity forward contracts — 6.7 — 6.7 Foreign exchange contracts — 1.5 — 1.5 Balance at December 31, 2015 Assets Interest rate swaps $ — $ 1.1 $ — $ 1.1 Foreign exchange contracts — 0.1 — 0.1 Liabilities Interest rate swaps $ — $ 1.6 $ — $ 1.6 Commodity forward contracts — 11.6 — 11.6 Balance at March 31, 2015 Assets Interest rate swaps $ — $ 2.9 $ — $ 2.9 Liabilities Interest rate swaps $ — $ 3.8 $ — $ 3.8 Commodity forward contracts — 8.8 — 8.8 |
Fair value of debt table | The following table summarizes the fair value measurements of debt and the actual debt recorded on our condensed balance sheets: Fair Value Measurements Amount recorded Level 1 Level 2 Level 3 Total ($ in millions) Balance at March 31, 2016 $ — $ 3,778.5 $ 153.0 $ 3,931.5 $ 3,833.0 Balance at December 31, 2015 — 3,826.9 153.0 3,979.9 3,848.8 Balance at March 31, 2015 — 538.7 153.0 691.7 665.1 |
ACQUISITION (Details Textuals)
ACQUISITION (Details Textuals) - USD ($) shares in Millions | Oct. 05, 2015 | Oct. 05, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Nov. 05, 2015 | Nov. 03, 2015 | Oct. 01, 2015 | Sep. 30, 2015 | Jun. 23, 2015 | Mar. 26, 2015 | Dec. 31, 2014 | Jun. 24, 2014 |
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Acquisition Related Costs General | $ 10,200,000 | $ 10,400,000 | |||||||||||
Financing-related Fees | 400,000 | ||||||||||||
Sales | 1,348,200,000 | 518,000,000 | |||||||||||
Goodwill | $ 2,146,100,000 | 747,100,000 | $ 2,174,100,000 | $ 747,100,000 | |||||||||
Cash and Debt Distribution from Spinco | $ 2,095,000,000 | $ 2,095,000,000 | |||||||||||
Delayed-Draw Term Loan Facility of Spinco | $ 1,050,000,000 | ||||||||||||
Delayed-Draw Term Loan Facility of Spinco, Amount Drawn | 875,000,000 | 875,000,000 | |||||||||||
Senior Credit Facility | 1,850,000,000 | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 500,000,000 | $ 265,000,000 | |||||||||||
Delayed-Draw Term Loan Facility, Maximum Borrowing Capacity | 1,350,000,000 | ||||||||||||
Delayed-Draw Term Loan Facility, Amount Drawn | 475,000,000 | 475,000,000 | |||||||||||
Combined Senior Credit Facility | 1,850,000,000 | 1,850,000,000 | |||||||||||
Combined Delayed Draw Term Loan Facility Amount Drawn | 1,350,000,000 | 1,350,000,000 | |||||||||||
Subfacility of Senior Credit Facility | $ 100,000,000 | ||||||||||||
Annual Required Principal Payment (Percent) in Years 1 and 2 | 5.00% | ||||||||||||
Annual Required Principal Payment (Percent) in Year 3 | 7.50% | ||||||||||||
Annual Required Principal Payment (Percent) in Years 4 and 5 | 10.00% | ||||||||||||
Sumitomo Credit Facility | 600,000,000 | 600,000,000 | |||||||||||
Sumitomo Credit Facility Amendment | $ 200,000,000 | ||||||||||||
Sumitomo Credit Facility Amendment Borrowing | $ 200,000,000 | ||||||||||||
Bridge Financing Commitments | $ 3,354,500,000 | ||||||||||||
Bridge Financing Amortized Debt Issuance Costs | $ 14,300,000 | ||||||||||||
Up-front payments under the ethylene agreements | 433,500,000 | ||||||||||||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Ethylene Asset | $ 410,800,000 | $ 410,800,000 | |||||||||||
Common stock, authorized (in shares) | 240 | 120 | 240 | 240 | 120 | ||||||||
DCP Business | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Shares | 87.5 | 87.5 | |||||||||||
Percentage of Outstanding Common Stock Acquired by Third Party | 53.00% | 53.00% | |||||||||||
Percentage of Outstanding Common Stock Retained by Existing Stockholders | 47.00% | 47.00% | |||||||||||
Sales | $ 1,439,000,000 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 25,400,000 | $ 25,400,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 477,100,000 | 477,100,000 | |||||||||||
Business Acquisition, Purchase Price Allocation, Current Assets, Receivables | 416,000,000 | 416,000,000 | |||||||||||
Business Acquisition Contracted Receivables Acquired | 420,600,000 | 420,600,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt | 51,100,000 | 51,100,000 | |||||||||||
Goodwill | 1,398,700,000 | 1,398,700,000 | |||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | 0 | |||||||||||
Accrual for future payments | 69,500,000 | 69,500,000 | |||||||||||
Up-front payments under the ethylene agreements | 433,500,000 | ||||||||||||
Pro Forma Adjustment For Acquisition Related Costs | 10,400,000 | ||||||||||||
Epoxy Segment | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Sales | $ 460,200,000 | 0 | |||||||||||
Income (Loss) from Continuing Operations before Income Taxes from DCP Business | 8,200,000 | ||||||||||||
Goodwill | 291,300,000 | 0 | $ 296,600,000 | 0 | |||||||||
Chlor Alkali Products and Vinyls Segment | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Sales | 704,300,000 | 339,300,000 | |||||||||||
Income (Loss) from Continuing Operations before Income Taxes from DCP Business | 56,300,000 | ||||||||||||
Revenue, Net from DCP Business | 395,900,000 | ||||||||||||
Goodwill | 1,854,800,000 | $ 747,100,000 | $ 1,877,500,000 | $ 747,100,000 | |||||||||
Minimum | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
2017 Supply Contract Payment | 205,000,000 | ||||||||||||
2020 Supply Contract Payment | 425,000,000 | ||||||||||||
Maximum | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
2017 Supply Contract Payment | 215,000,000 | ||||||||||||
2020 Supply Contract Payment | $ 465,000,000 | ||||||||||||
2025 Notes [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
2025 Senior Notes | $ 500,000,000 | $ 500,000,000 | |||||||||||
Interest rate | 10.00% | 10.00% | |||||||||||
2023 Notes [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
2023 Senior Notes | $ 720,000,000 | $ 720,000,000 | |||||||||||
Interest rate | 9.75% | 9.75% |
ACQUISITION (Details 1)
ACQUISITION (Details 1) $ / shares in Units, shares in Millions, $ in Millions | Oct. 05, 2015USD ($)$ / sharesshares | Oct. 05, 2015USD ($)$ / sharesshares |
Schedule of Aggregate Purchase Consideration [Line Items] | ||
Up-front payments under the ethylene agreements | $ 433.5 | |
DCP Business | ||
Schedule of Aggregate Purchase Consideration [Line Items] | ||
Shares | shares | 87.5 | 87.5 |
Value of common stock on October 2, 2015 | $ / shares | $ 17.46 | $ 17.46 |
Equity consideration by exchange of shares | $ 1,527.4 | $ 1,527.4 |
Cash and debt instruments received by TDCC | 2,095 | |
Accrual for future payments | 69.5 | 69.5 |
Up-front payments under the ethylene agreements | 433.5 | |
Total cash, debt and equity consideration | 4,125.4 | |
Long-term debt assumed | 569 | 569 |
Pension liabilities assumed | 442.3 | $ 442.3 |
Aggregate purchase price | $ 5,136.7 |
ACQUISITION (Details 2)
ACQUISITION (Details 2) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | Oct. 05, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 2,146.1 | $ 2,174.1 | $ 747.1 | $ 747.1 | |
DCP Business | |||||
Business Acquisition [Line Items] | |||||
Total current assets | $ 918.8 | ||||
Property, plant and equipment | 3,090.8 | ||||
Deferred taxes | 76.8 | ||||
Intangible assets | 582.3 | ||||
Other assets | 432.7 | ||||
Total assets acquired | 5,101.4 | ||||
Total current liabilities | 351.4 | ||||
Long-term debt | 517.9 | ||||
Accrued pension liability | 442.3 | ||||
Deferred tax liability | 1,054.9 | ||||
Other liabilities | 8.2 | ||||
Total liabilities assumed | 2,374.7 | ||||
Net identifiable assets acquired | 2,726.7 | ||||
Goodwill | 1,398.7 | ||||
Fair value of net assets acquired | 4,125.4 | ||||
Initial Valuation | DCP Business | |||||
Business Acquisition [Line Items] | |||||
Total current assets | 921.7 | ||||
Property, plant and equipment | 3,090.8 | ||||
Deferred taxes | 76.8 | ||||
Intangible assets | 582.3 | ||||
Other assets | 426.5 | ||||
Total assets acquired | 5,098.1 | ||||
Total current liabilities | 357.6 | ||||
Long-term debt | 517.9 | ||||
Accrued pension liability | 447.1 | ||||
Deferred tax liability | 1,054.9 | ||||
Other liabilities | 2 | ||||
Total liabilities assumed | 2,379.5 | ||||
Net identifiable assets acquired | 2,718.6 | ||||
Goodwill | 1,427.5 | ||||
Fair value of net assets acquired | 4,146.1 | ||||
Measurement Period Adjustments | DCP Business | |||||
Business Acquisition [Line Items] | |||||
Total current assets | (2.9) | ||||
Property, plant and equipment | 0 | ||||
Deferred taxes | 0 | ||||
Intangible assets | 0 | ||||
Other assets | 6.2 | ||||
Total assets acquired | 3.3 | ||||
Total current liabilities | (6.2) | ||||
Long-term debt | 0 | ||||
Accrued pension liability | (4.8) | ||||
Deferred tax liability | 0 | ||||
Other liabilities | 6.2 | ||||
Total liabilities assumed | (4.8) | ||||
Net identifiable assets acquired | 8.1 | ||||
Goodwill | (28.8) | ||||
Fair value of net assets acquired | $ (20.7) |
ACQUISITION (Details 3)
ACQUISITION (Details 3) - DCP Business $ in Millions | Oct. 05, 2015USD ($) |
Acquired Indefinite-lived Intangible Assets [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 582.3 |
Customers, customer contracts and relationships | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 490.3 |
Acquired Technology | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 85 |
Trade Names | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 7 |
ACQUISITION (Details 4)
ACQUISITION (Details 4) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Business Acquisition [Line Items] | ||
Sales | $ 1,348.2 | $ 518 |
Income (loss) before taxes | $ (55.4) | 19.6 |
DCP Business | ||
Business Acquisition [Line Items] | ||
Sales | 1,439 | |
Income (loss) before taxes | $ (39.5) | |
Net Loss Per Common Share, Basic | $ (0.24) | |
Net Loss Per Common Share, Diluted | $ (0.24) |
RESTRUCTURING CHARGES (Details
RESTRUCTURING CHARGES (Details Textuals) $ in Millions | Mar. 31, 2016USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2016USD ($) | Mar. 21, 2016T | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 12, 2014T | Dec. 31, 2011USD ($) |
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring charges | $ 92.8 | $ 1.2 | $ 129.5 | |||||||
Inception to date Amounts Utilized (cash) | 23.8 | |||||||||
Inception to date Amounts Utilized (non-cash) | 84.6 | |||||||||
Accrued restructuring costs | $ 20.5 | 20.5 | 12.9 | $ 20.5 | 20.5 | $ 6.7 | $ 15.7 | |||
Chlor Alkali Products and Vinyls Capacity Reductions | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Total Product Segment Production Capacity Decrease | T | 433,000 | |||||||||
Henderson Product Segment Production Capacity Decrease | T | 153,000 | |||||||||
Niagara Product Segment Production Capacity | T | 300,000 | |||||||||
Reduced Niagara Segment Production Capacity | T | 240,000 | |||||||||
Freeport Product Segment Production Capacity Decrease | T | 220,000 | |||||||||
Restructuring charges | 92.2 | |||||||||
Additional restructuring and related expected cost | 45 | 45 | 45 | 45 | ||||||
Chlor Alkali Products Becancour | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring charges | 0.3 | 1.2 | 12.3 | |||||||
Additional restructuring and related expected cost | 4 | 4 | 4 | 4 | ||||||
Tonnage reduction in chlor alkali manufacutring capactiy (in tons) | T | 185,000 | |||||||||
Winchester Segment | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring charges | 0.3 | $ 0.1 | 25 | |||||||
Additional restructuring and related expected cost | 0.7 | 0.7 | 0.7 | 0.7 | ||||||
Estimated Project Cost For Plant Relocation | 110 | 110 | 110 | 110 | ||||||
Estimated Capital Spending For Facility Relocation | $ 80 | 80 | $ 80 | $ 80 | ||||||
Government Grants for Facility Relocation Capital Spending | $ 31 | |||||||||
Winchester Segment | Minimum | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Forecast to reduce Winchester's annual operating costs | 35 | |||||||||
Winchester Segment | Maximum | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Forecast to reduce Winchester's annual operating costs | $ 40 |
RESTRUCTURING CHARGES (Detail46
RESTRUCTURING CHARGES (Details 1) - USD ($) $ in Millions | 3 Months Ended | 65 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||||
Accrued restructuring costs | $ 20.5 | $ 12.9 | $ 20.5 | $ 6.7 | $ 15.7 |
Restructuring charges | 92.8 | 1.2 | 129.5 | ||
Amounts utilized | (79.2) | (3.3) | |||
Currency translation adjustments | 0.2 | (0.7) | |||
Employee severance and job related benefits | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Accrued restructuring costs | 6.9 | 8 | 6.9 | 4.6 | 11.2 |
Restructuring charges | 3.9 | 0 | 19.7 | ||
Amounts utilized | (1.7) | (2.8) | |||
Currency translation adjustments | 0.1 | (0.4) | |||
Lease and other contract termination costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Accrued restructuring costs | 11.3 | 4.9 | 11.3 | 2.1 | 4.5 |
Restructuring charges | 9.2 | 0.7 | 14.4 | ||
Amounts utilized | (0.1) | 0 | |||
Currency translation adjustments | 0.1 | (0.3) | |||
Employee relocation costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Accrued restructuring costs | 0 | 0 | 0 | 0 | 0 |
Restructuring charges | 0.2 | 0.1 | 5.5 | ||
Amounts utilized | (0.2) | (0.1) | |||
Currency translation adjustments | 0 | 0 | |||
Facility exit costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Accrued restructuring costs | 2.3 | 0 | 2.3 | 0 | 0 |
Restructuring charges | 2.9 | 0.2 | 5.7 | ||
Amounts utilized | (0.6) | (0.2) | |||
Currency translation adjustments | 0 | 0 | |||
Write-off of Equipment and Facility | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Accrued restructuring costs | 0 | 0 | 0 | $ 0 | $ 0 |
Restructuring charges | 76.6 | 0.2 | $ 80.1 | ||
Amounts utilized | (76.6) | (0.2) | |||
Currency translation adjustments | $ 0 | $ 0 |
RESTRUCTURING CHARGES (Detail47
RESTRUCTURING CHARGES (Details 2) - USD ($) $ in Millions | Mar. 31, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2016 |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 92.8 | $ 1.2 | $ 129.5 | ||
Write-off of Equipment and Facility | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 76.6 | 0.2 | 80.1 | ||
Employee severance and job related benefits | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 3.9 | 0 | 19.7 | ||
Facility exit costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 2.9 | 0.2 | 5.7 | ||
Pension and other postretirement benefits curtailment | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 4.1 | ||||
Employee relocation costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0.2 | 0.1 | 5.5 | ||
Lease and other contract termination costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 9.2 | 0.7 | 14.4 | ||
Chlor Alkali Products Becancour | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0.3 | 1.2 | $ 12.3 | ||
Chlor Alkali Products Becancour | Write-off of Equipment and Facility | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 3.5 | ||||
Chlor Alkali Products Becancour | Employee severance and job related benefits | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 2.7 | ||||
Chlor Alkali Products Becancour | Facility exit costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0.9 | ||||
Chlor Alkali Products Becancour | Pension and other postretirement benefits curtailment | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0 | ||||
Chlor Alkali Products Becancour | Employee relocation costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0 | ||||
Chlor Alkali Products Becancour | Lease and other contract termination costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 5.2 | ||||
Chlor Alkali Products and Vinyls Capacity Reductions | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 92.2 | ||||
Chlor Alkali Products and Vinyls Capacity Reductions | Write-off of Equipment and Facility | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 76.6 | ||||
Chlor Alkali Products and Vinyls Capacity Reductions | Employee severance and job related benefits | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 3.9 | ||||
Chlor Alkali Products and Vinyls Capacity Reductions | Facility exit costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 2.5 | ||||
Chlor Alkali Products and Vinyls Capacity Reductions | Pension and other postretirement benefits curtailment | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0 | ||||
Chlor Alkali Products and Vinyls Capacity Reductions | Employee relocation costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0 | ||||
Chlor Alkali Products and Vinyls Capacity Reductions | Lease and other contract termination costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 9.2 | ||||
Winchester Segment | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 0.3 | $ 0.1 | 25 | ||
Winchester Segment | Write-off of Equipment and Facility | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0 | ||||
Winchester Segment | Employee severance and job related benefits | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 13.1 | ||||
Winchester Segment | Facility exit costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 2.3 | ||||
Winchester Segment | Pension and other postretirement benefits curtailment | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 4.1 | ||||
Winchester Segment | Employee relocation costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 5.5 | ||||
Winchester Segment | Lease and other contract termination costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 0 |
ALLOWANCE FOR DOUBTFUL ACCOUN48
ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLES (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Allowance for Doubtful Accounts [Roll Forward] | ||
Balance at beginning of year | $ 6.4 | $ 3 |
Provisions charged | 1.4 | 0.2 |
Write-offs, net of recoveries | (1.5) | (0.1) |
Balance at end of period | $ 6.3 | $ 3.1 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | Oct. 05, 2015 | Mar. 31, 2015 |
Business Acquisition [Line Items] | ||||
Supplies | $ 73.7 | $ 86.5 | $ 40.2 | |
Raw materials | 88 | 91.5 | 63.6 | |
Work in process | 108.1 | 105.8 | 37.2 | |
Finished goods | 452.2 | 445.3 | 141.1 | |
Inventory, gross | 722 | 729.1 | 282.1 | |
LIFO reserve | (42.5) | (43.9) | (66) | |
Inventories, net | $ 679.5 | $ 685.2 | $ 216.1 | |
DCP Business | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | $ 477.1 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Millions | Oct. 05, 2015 | Oct. 05, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Investments in non-consolidated affiliates | $ 25.2 | $ 25 | $ 23.7 | ||
Deferred debt issuance costs | 3.1 | 3.3 | 15.1 | ||
Long term receivable from the sale of an equity method investment | 0 | 0 | 5.8 | ||
Tax-Related Receivable, Noncurrent | 14.4 | 1.5 | 6.6 | ||
Interest rate swaps | 0 | 0 | 2.9 | ||
Supply Contracts | 402.2 | 406.5 | 0 | ||
Other | 18.9 | 18.3 | 16.1 | ||
Other assets | 463.8 | $ 454.6 | $ 70.2 | ||
Up-front payments under the ethylene agreements | $ 433.5 | ||||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Ethylene Asset | $ 410.8 | $ 410.8 | |||
Amortization of Supply Contracts | 4.3 | ||||
Minimum | |||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||
2017 Supply Contract Payment | 205 | ||||
2020 Supply Contract Payment | 425 | ||||
Maximum | |||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||
2017 Supply Contract Payment | 215 | ||||
2020 Supply Contract Payment | $ 465 | ||||
DCP Business | |||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Up-front payments under the ethylene agreements | $ 433.5 |
GOODWILL AND INTANGIBLES (Detai
GOODWILL AND INTANGIBLES (Details 1) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | ||||
Goodwill | $ 2,146.1 | $ 747.1 | $ 2,174.1 | $ 747.1 |
Acquisition activity | (28.8) | 0 | ||
Foreign currency translation adjustment | 0.8 | |||
Chlor Alkali Products and Vinyls Segment | ||||
Goodwill [Line Items] | ||||
Goodwill | 1,854.8 | 747.1 | 1,877.5 | 747.1 |
Acquisition activity | (23.3) | 0 | ||
Foreign currency translation adjustment | 0.6 | |||
Epoxy Segment | ||||
Goodwill [Line Items] | ||||
Goodwill | 291.3 | 0 | $ 296.6 | $ 0 |
Acquisition activity | (5.5) | $ 0 | ||
Foreign currency translation adjustment | $ 0.2 |
GOODWILL AND INTANGIBLES (Det52
GOODWILL AND INTANGIBLES (Details 2) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 749.2 | $ 745.9 | $ 166.1 |
Finite-Lived Intangible Assets, Accumulated Amortization | (86) | (68.4) | (46.3) |
Finite-Lived Intangible Assets, Net | 663.2 | 677.5 | 119.8 |
Customers, customer contracts and relationships | |||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 643.8 | 641 | 152.9 |
Finite-Lived Intangible Assets, Accumulated Amortization | (75.9) | (64) | (44.7) |
Finite-Lived Intangible Assets, Net | 567.9 | 577 | 108.2 |
Trade Names | |||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 17.9 | 17.9 | 10.9 |
Finite-Lived Intangible Assets, Accumulated Amortization | (2.7) | 0 | 0 |
Finite-Lived Intangible Assets, Net | 15.2 | 17.9 | 10.9 |
Acquired Technology | |||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 85.2 | 84.7 | 0 |
Finite-Lived Intangible Assets, Accumulated Amortization | (5.7) | (2.7) | 0 |
Finite-Lived Intangible Assets, Net | 79.5 | 82 | 0 |
Other Intangible Assets | |||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 2.3 | 2.3 | 2.3 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1.7) | (1.7) | (1.6) |
Finite-Lived Intangible Assets, Net | $ 0.6 | $ 0.6 | $ 0.7 |
GOODWILL AND INTANGIBLES (Det53
GOODWILL AND INTANGIBLES (Detail Textuals) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Oct. 05, 2015 | |
DCP Business | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Intangible assets | $ 582.3 | |
Trade Names | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 1 year | |
Amortization | $ 2.7 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net (loss) income | $ (37.9) | $ 13.1 |
Basic shares (in shares) | 165.1 | 77.4 |
Basic net (loss) income per share (in dollars per share) | $ (0.23) | $ 0.17 |
Earnings Per Share, Diluted [Abstract] | ||
Basic shares (in shares) | 165.1 | 77.4 |
Stock-based compensation (in shares) | 0 | 1.1 |
Diluted shares (in shares) | 165.1 | 78.5 |
Diluted net (loss) income per share (in dollars per share) | $ (0.23) | $ 0.17 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7 | 1.4 |
ENVIRONMENTAL (Details)
ENVIRONMENTAL (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Environmental Remediation Obligations [Abstract] | |||
Reserves for future environmental expenditures - total | $ 139.2 | $ 136 | $ 138.1 |
Reserves for environmental expenditures - noncurrent | 120.2 | 117 | $ 119.1 |
Environmental Remediation Expense | $ 2.7 | $ 0.7 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Legal action liabilities | $ 22.1 | $ 21.2 | $ 22.4 |
Insurance Recoveries | $ 11 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 23 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Apr. 24, 2014 | |
Stockholders' Equity Note [Abstract] | ||||
Authorized share repurchase program (in shares) | 8 | |||
Stock Repurchase Program, Period in Force (in Years) | 3 years | |||
Common stock repurchased and retired (in shares) | 0 | 0 | ||
Stock Repurchased and Retired During Period, Value | $ 0 | $ 0 | ||
Total repurchased shares under this program (in shares) | 1.9 | |||
Remaining shares authorized to be purchased (in shares) | 6.1 | 6.1 | ||
Stock options exercised | 0.1 | |||
Total value of stock options exercised | $ 2.8 | |||
Foreign Currency Translation Adjustment [Roll Forward] | ||||
Beginning Balance | $ (12.1) | (2.3) | ||
Unrealized Gain (Loss), before Reclassification Adjustments and Tax | 24 | (1.4) | ||
Reclassification Adjustments into Income | 0 | 0 | ||
Tax Benefit (Provision) | (8.5) | 0 | ||
Net Change in Foreign Currency Translation Adjustment | 15.5 | (1.4) | ||
Ending Balance | 3.4 | (3.7) | $ 3.4 | |
Unrealized Gains (Losses) on Derivative Contracts (net of taxes) [Roll Forward] | ||||
Beginning Balance | (6.9) | (4.2) | ||
Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | 1.1 | (2.4) | ||
Reclassification Adjustment from AOCI on Derivatives, before Tax | 3.7 | 1.9 | ||
Derivatives Qualifying as Hedges, Tax | (1.8) | 0.2 | ||
Net Change in Derivatives Qualifying as Hedges, Net of Tax | 3 | (0.3) | ||
Ending Balance | (3.9) | (4.5) | (3.9) | |
Pension and Postretirement Benefits (net of taxes) [Roll Forward] | ||||
Beginning Balance | (473.5) | (436.6) | ||
Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments and Tax | 0 | 0 | ||
Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, before Tax | 6.1 | 8.6 | ||
Deferred Tax Benefit (Provision) on Pension and Other Postretirement Benefit Plans | (2.3) | (3.5) | ||
Net Change in Pension and Other Postretirement Benefit Plans, Net of Tax | 3.8 | 5.1 | ||
Ending Balance | (469.7) | (431.5) | (469.7) | |
Accumulated Other Comprehensive Loss [Roll Forward] | ||||
Beginning Balance | (492.5) | (443.1) | ||
Other Comprehensive Income (Loss), Net Gain (Loss) Recognized, Before Tax | 25.1 | (3.8) | ||
Reclassification Adjustment from AOCI, Before Tax | 9.8 | 10.5 | ||
Other Comprehensive Income (Loss), Tax | (12.6) | (3.3) | ||
Other Comprehensive Income (Loss), Net of Tax | 22.3 | 3.4 | ||
Ending Balance | $ (470.2) | $ (439.7) | $ (470.2) |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Millions | 3 Months Ended | 65 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Sales | $ 1,348.2 | $ 518 | |
Income before taxes [Abstract] | |||
Income (loss) before taxes | (55.4) | 19.6 | |
Restructuring charges | (92.8) | (1.2) | $ (129.5) |
Acquisition-related costs | 10.2 | 10.4 | |
Other operating income (expense) | 10.9 | (0.2) | |
Interest expense | (48.5) | (7.1) | |
Interest income | 0.3 | 0.3 | |
Chlor Alkali Products and Vinyls Segment | |||
Segment Reporting Information [Line Items] | |||
Sales | 704.3 | 339.3 | |
Income before taxes [Abstract] | |||
Income (loss) before taxes | 68.1 | 24.1 | |
Epoxy Segment | |||
Segment Reporting Information [Line Items] | |||
Sales | 460.2 | 0 | |
Income before taxes [Abstract] | |||
Income (loss) before taxes | 8.2 | 0 | |
Winchester Segment | |||
Segment Reporting Information [Line Items] | |||
Sales | 183.7 | 178.7 | |
Income before taxes [Abstract] | |||
Income (loss) before taxes | 28.7 | 29.8 | |
Restructuring charges | (0.3) | (0.1) | $ (25) |
Corporate/Other | |||
Income before taxes [Abstract] | |||
Pension income | 12.2 | 7.1 | |
Environmental expense | (2.7) | (0.7) | |
Other corporate and unallocated costs | (29.6) | (22.1) | |
Restructuring charges | (92.8) | (1.2) | |
Acquisition-related costs | $ 10.2 | $ 10.4 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details 1) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Allocated Share-based Compensation Expense | $ 4.4 | $ 2.5 |
Mark-to-market adjustments | 0.4 | 5.2 |
Total expense | $ 4.8 | $ 7.7 |
STOCK-BASED COMPENSATION (Det60
STOCK-BASED COMPENSATION (Details 2) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Dividend yield | 6.09% | 2.92% |
Risk-free interest rate | 1.35% | 1.69% |
Expected volatility | 32.00% | 34.00% |
Fair Value Assumptions, Expected Term, Simplified Method | 6 | 6 |
Weighted average grant fair value (per option) | $ 1.90 | $ 6.80 |
Weighted average exercise price | $ 13.14 | $ 27.40 |
Shares granted | 1,670,400 | 776,750 |
PENSION PLANS AND RETIREMENT 61
PENSION PLANS AND RETIREMENT BENEFITS (Details Textuals) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Oct. 05, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined contribution pension plans expense | $ 6.6 | $ 4.3 | |
Curtailments/settlements | (0.2) | ||
Employer's contribution to defined benefit pension | 0.5 | 0.2 | |
United States Pension Plan of US Entity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Curtailments/settlements | $ 0 | $ 0.1 | |
Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Contribution to individual retirement account as a percentage of employees eligible compensation | 5.00% | ||
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Contribution to individual retirement account as a percentage of employees eligible compensation | 10.00% | ||
DCP Business | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension liabilities assumed | $ 442.3 | ||
DCP Business | United States Pension Plan of US Entity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension liabilities assumed | 281.7 | ||
DCP Business | Foreign Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension liabilities assumed | $ 160.6 |
PENSION PLANS AND RETIREMENT 62
PENSION PLANS AND RETIREMENT BENEFITS (Details 1) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Curtailments/settlements | $ (0.2) | |
Pension Benefits | ||
Service Cost | $ 3.2 | 1.6 |
Interest Cost | 22.4 | 20.6 |
Expected return on plans' assets | (39.8) | (35.6) |
Recognized acturial loss | 5.3 | 7.5 |
Curtailments/settlements | 0 | 0.1 |
Net periodic benefit (income) cost | (8.9) | (5.8) |
Other Postretirement Benefits | ||
Service Cost | 0.3 | 0.3 |
Interest Cost | 0.5 | 0.6 |
Expected return on plans' assets | 0 | 0 |
Recognized acturial loss | 0.8 | 0.9 |
Curtailments/settlements | 0 | 0.1 |
Net periodic benefit (income) cost | $ 1.6 | $ 1.9 |
INCOME TAXES (Details Textuals)
INCOME TAXES (Details Textuals) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Examination [Line Items] | ||||
Statutory federal tax rate | 35.00% | 35.00% | ||
Income Taxes Receivable, Noncurrent | $ 1.5 | $ 6.6 | $ 1.5 | |
Unrecognized Tax Benefits | 33.5 | 36.1 | $ 35.1 | $ 36.1 |
Impact on the effective tax rate, if recognized | 31.9 | $ 35 | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | $ 9.5 | |||
Internal Revenue Service (IRS) | Early Open Year | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,008 | |||
Internal Revenue Service (IRS) | Late Range Minimum | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,010 | |||
Internal Revenue Service (IRS) | Late Range Maximum | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,015 | |||
State and Local Jurisdiction | Minimum | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,006 | |||
State and Local Jurisdiction | Maximum | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,015 | |||
Foreign Country | Minimum | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,012 | |||
Foreign Country | Maximum | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,015 | |||
Brazil | Foreign Country | Minimum | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,014 | |||
Brazil | Foreign Country | Maximum | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,015 | |||
Germany | Foreign Country | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,015 | |||
China | Foreign Country | Minimum | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,014 | |||
China | Foreign Country | Maximum | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,015 | |||
The Netherlands | Foreign Country | Minimum | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,014 | |||
The Netherlands | Foreign Country | Maximum | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,015 | |||
South Korea | Foreign Country | Minimum | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,014 | |||
South Korea | Foreign Country | Maximum | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,015 | |||
Hong Kong | Foreign Country | ||||
Income Tax Examination [Line Items] | ||||
Open Tax Year | 2,015 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Contingency [Line Items] | ||
Statutory federal tax rate | 35.00% | 35.00% |
Foreign rate differential | (3.80%) | (0.10%) |
US Tax on Foreign Earnings | 3.80% | 0.00% |
Domestic manufacturing/export tax incentive | 0.00% | (3.00%) |
Salt Depletion | (3.40%) | (0.60%) |
Dividends paid to CEOP | (0.60%) | (0.60%) |
State income taxes, net | (1.40%) | 0.60% |
Change in valuation allowance | 0.10% | 1.00% |
Change in tax contingencies | 1.60% | 0.00% |
Other, net | 0.30% | 0.90% |
Effective tax rate | 31.60% | 33.20% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | ||||
Unrecognized Tax Benefits | $ 33.5 | $ 36.1 | $ 35.1 | $ 36.1 |
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | $ (1.6) | $ 0 |
DERIVATIVE FINANCIAL INSTRUME66
DERIVATIVE FINANCIAL INSTRUMENTS (Details Textuals) - USD ($) $ in Millions | 3 Months Ended | |||||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Jun. 30, 2012 | Oct. 31, 2011 | Dec. 22, 1997 | |
Derivative [Line Items] | ||||||
Gain (Loss) on Cash Flow Hedge Ineffectiveness, Net | $ 0 | $ 0 | ||||
CashCollateralProvidedByUsToCounterparties | $ 5.6 | |||||
Cash flow hedges [Abstract] | ||||||
Commodity forward contracts with Wells Fargo | 35 | |||||
Commodity forward contracts with Citibank | 26.6 | |||||
Cash Flow Hedges Derivative Instruments at Fair Value, Net | 6.6 | |||||
Cash Flow Hedge Gain (Loss) to be Reclassified wihtin Twelve Months | 2.7 | |||||
Fair value hedges [Abstract] | ||||||
Amount of terminated interest rate swaps | $ 73.1 | |||||
Gain on terminated interest rate swaps | 0.3 | $ 2.2 | ||||
Series O Face Amount | $ 97.5 | |||||
Series G Face Amount | $ 97.5 | |||||
Interest Rate on SunBelt Notes | 7.23% | |||||
Forward Contracts | ||||||
Derivative [Line Items] | ||||||
Notional amount | 29.6 | 0 | 21.7 | |||
Forward Contracts Sell | ||||||
Derivative [Line Items] | ||||||
Notional amount | 98.9 | 0 | 10.1 | |||
Variable Interest Rate Swaps $125M | ||||||
Derivative [Line Items] | ||||||
Notional amount | 125 | |||||
Deferred gain recognized | 0.6 | $ 11 | ||||
Fixed Interest Rate Swaps $125M | ||||||
Derivative [Line Items] | ||||||
Notional amount | 125 | |||||
Interest Rate Swaps Designated As Fair Value Hedges | ||||||
Derivative [Line Items] | ||||||
Notional amount | $ 0 | $ 0 | $ 0 |
DERIVATIVE FINANCIAL INSTRUME67
DERIVATIVE FINANCIAL INSTRUMENTS (Details 1) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Copper Commodity Forward Contracts | |||
Derivative [Line Items] | |||
Notional amount | $ 43.1 | $ 43.6 | $ 58.3 |
Zinc Commodity Forward Contracts | |||
Derivative [Line Items] | |||
Notional amount | 8.5 | 8.7 | 5.6 |
Lead Commodity Forward Contracts | |||
Derivative [Line Items] | |||
Notional amount | 9.1 | 9.3 | 18.5 |
Natural Gas Commodity Forward Contracts | |||
Derivative [Line Items] | |||
Notional amount | $ 0.9 | $ 2 | $ 4.3 |
DERIVATIVE FINANCIAL INSTRUME68
DERIVATIVE FINANCIAL INSTRUMENTS (Details 2) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Derivatives, Fair Value [Line Items] | |||
Asset derivatives | $ 0.5 | $ 1.2 | $ 2.9 |
Liability derivatives | 9.1 | 13.2 | 12.6 |
Designated as Hedging Instrument | |||
Derivatives, Fair Value [Line Items] | |||
Asset derivatives | 0 | 0 | 0 |
Liability derivatives | 7.5 | 13 | 11.4 |
Designated as Hedging Instrument | Interest Rate Contract Gains | Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Asset derivatives | 0 | 0 | 0 |
Designated as Hedging Instrument | Interest Rate Contract Gains | Current Installments of Long-term Debt | |||
Derivatives, Fair Value [Line Items] | |||
Liability derivatives | 0.6 | 1.2 | 0 |
Designated as Hedging Instrument | Interest Rate Contract Gains | Other Assets | |||
Derivatives, Fair Value [Line Items] | |||
Asset derivatives | 0 | 0 | 0 |
Designated as Hedging Instrument | Interest Rate Contract Gains | Long-term Debt | |||
Derivatives, Fair Value [Line Items] | |||
Liability derivatives | 0.3 | 0.4 | 3.8 |
Designated as Hedging Instrument | Commodity Contracts Losses | Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Asset derivatives | 0 | 0 | 0 |
Designated as Hedging Instrument | Commodity Contracts Losses | Accrued Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Liability derivatives | 7.6 | 11.5 | 8.1 |
Designated as Hedging Instrument | Commodity Contracts Gains | Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Asset derivatives | 0 | 0 | 0 |
Designated as Hedging Instrument | Commodity Contracts Gains | Accrued Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Liability derivatives | (1) | (0.1) | (0.5) |
Not Designated as Hedging Instrument | |||
Derivatives, Fair Value [Line Items] | |||
Asset derivatives | 0.5 | 1.2 | 2.9 |
Liability derivatives | 1.6 | 0.2 | 1.2 |
Not Designated as Hedging Instrument | Interest Rate Contract Gains | Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Asset derivatives | 0.9 | 1.2 | 0 |
Not Designated as Hedging Instrument | Interest Rate Contract Gains | Other Assets | |||
Derivatives, Fair Value [Line Items] | |||
Asset derivatives | 0 | 0 | 3.9 |
Not Designated as Hedging Instrument | Interest Rate Contract Gains | Accrued Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Liability derivatives | 0 | 0 | 0 |
Not Designated as Hedging Instrument | Interest Rate Contract Gains | Other Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Liability derivatives | 0 | 0 | 0 |
Not Designated as Hedging Instrument | Interest Rate Contract Loss | Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Asset derivatives | (0.4) | (0.1) | 0 |
Not Designated as Hedging Instrument | Interest Rate Contract Loss | Other Assets | |||
Derivatives, Fair Value [Line Items] | |||
Asset derivatives | 0 | 0 | (1) |
Not Designated as Hedging Instrument | Interest Rate Contract Loss | Accrued Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Liability derivatives | 0 | 0 | 0 |
Not Designated as Hedging Instrument | Interest Rate Contract Loss | Other Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Liability derivatives | 0 | 0 | 0 |
Not Designated as Hedging Instrument | Commodity Contracts Losses | Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Asset derivatives | 0 | 0 | 0 |
Not Designated as Hedging Instrument | Commodity Contracts Losses | Accrued Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Liability derivatives | 0.1 | 0.2 | 1.2 |
Not Designated as Hedging Instrument | Foreign Exchange Contract | Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Asset derivatives | 0.4 | 0.1 | 0 |
Not Designated as Hedging Instrument | Foreign Exchange Contract | Accrued Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Liability derivatives | (0.3) | 0 | 0 |
Not Designated as Hedging Instrument | Foreign Exchange Contract Loss | Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Asset derivatives | (0.4) | 0 | 0 |
Not Designated as Hedging Instrument | Foreign Exchange Contract Loss | Accrued Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Liability derivatives | $ 1.8 | $ 0 | $ 0 |
DERIVATIVE FINANCIAL INSTRUME69
DERIVATIVE FINANCIAL INSTRUMENTS (Details 3) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flow Hedging | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Recognized in other comprehensive loss (effective portion) | $ 1.1 | $ (2.4) |
Not Designated as Hedging Instrument | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) | (3.5) | (1.7) |
Cost of Sales | Cash Flow Hedging | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Reclassified from accumulated other comprehensive loss into income (effective portion) | (3.7) | (1.9) |
Interest Rate Contract Gains | Interest Expense | Fair Value Hedging | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) | 0.7 | 0.7 |
Commodity Contracts Losses | Cost of Sales | Not Designated as Hedging Instrument | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) | (0.4) | (1.7) |
Foreign Exchange Contract | Selling, General and Administrative Expenses | Not Designated as Hedging Instrument | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) | $ (3.1) | $ 0 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Textuals) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Fair Value Disclosures [Abstract] | |||
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | $ 0 | ||
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount | 0 | ||
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount | 0 | ||
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount | 0 | ||
Assets, Fair Value Disclosure, Nonrecurring | $ 0 | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS (Deta71
FAIR VALUE MEASUREMENTS (Details 1) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Interest Rate Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | $ 0.5 | $ 1.1 | $ 2.9 |
Derivative Liability | 0.9 | 1.6 | 3.8 |
Interest Rate Swap | Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | 0 | 0 | 0 |
Derivative Liability | 0 | 0 | 0 |
Interest Rate Swap | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | 0.5 | 1.1 | 2.9 |
Derivative Liability | 0.9 | 1.6 | 3.8 |
Interest Rate Swap | Fair Value, Inputs, Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | 0 | 0 | 0 |
Derivative Liability | 0 | 0 | 0 |
Commodity Contract | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 6.7 | 11.6 | 8.8 |
Commodity Contract | Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 0 | 0 | 0 |
Commodity Contract | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 6.7 | 11.6 | 8.8 |
Commodity Contract | Fair Value, Inputs, Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 0 | 0 | $ 0 |
Foreign Exchange Contract | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | 0.1 | ||
Derivative Liability | 1.5 | ||
Foreign Exchange Contract | Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | 0 | ||
Derivative Liability | 0 | ||
Foreign Exchange Contract | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | 0.1 | ||
Derivative Liability | 1.5 | ||
Foreign Exchange Contract | Fair Value, Inputs, Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | $ 0 | ||
Derivative Liability | $ 0 |
FAIR VALUE MEASUREMENTS (Deta72
FAIR VALUE MEASUREMENTS (Details 2) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||
Long-term Debt, Fair Value | $ 3,931.5 | $ 3,979.9 | $ 691.7 |
Notes Payable | 3,833 | 3,848.8 | 665.1 |
Fair Value, Inputs, Level 1 | |||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||
Long-term Debt, Fair Value | 0 | 0 | 0 |
Fair Value, Inputs, Level 2 | |||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||
Long-term Debt, Fair Value | 3,778.5 | 3,826.9 | 538.7 |
Fair Value, Inputs, Level 3 | |||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | |||
Long-term Debt, Fair Value | $ 153 | $ 153 | $ 153 |