SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION | NOTE 26 . SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION In October 2015, Blue Cube Spinco LLC (the Issuer) issued $720.0 million aggregate principal amount of 9.75% senior notes due October 15, 2023 and $500.0 million aggregate principal amount 10.00% senior notes due October 15, 2025 (collectively, the Notes). During 2016, the Notes were registered under the Securities Act of 1933, as amended. The Issuer was formed on March 13, 2015 as a wholly owned subsidiary of DowDuPont and upon closing of the Acquisition became a 100% owned subsidiary of Olin (the Parent Guarantor). The Notes are fully and unconditionally guaranteed by the Parent Guarantor. The following condensed consolidating financial information presents the condensed consolidating balance sheets as of December 31, 2018 and 2017 , and the related condensed consolidating statements of operations, comprehensive income (loss) and cash flows for each of the years in the three-year period ended December 31, 2018 of (a) the Parent Guarantor, (b) the Issuer, (c) the non-guarantor subsidiaries, (d) elimination entries necessary to consolidate the Parent Guarantor with the Issuer and the non-guarantor subsidiaries and (e) Olin on a consolidated basis. Investments in consolidated subsidiaries are presented under the equity method of accounting. CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2018 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 92.0 $ — $ 86.8 $ — $ 178.8 Receivables, net 99.7 — 676.6 — 776.3 Intercompany receivables — — 2,558.2 (2,558.2 ) — Income taxes receivable 2.6 — 3.3 — 5.9 Inventories, net 161.4 — 550.0 — 711.4 Other current assets 220.2 — 1.8 (187.0 ) 35.0 Total current assets 575.9 — 3,876.7 (2,745.2 ) 1,707.4 Property, plant and equipment, net 651.4 — 2,830.7 — 3,482.1 Investment in subsidiaries 6,943.3 4,286.9 — (11,230.2 ) — Deferred income taxes 7.3 — 27.4 (8.4 ) 26.3 Other assets 24.3 — 1,126.1 — 1,150.4 Long-term receivables—affiliates — 1,247.2 — (1,247.2 ) — Intangible assets, net 0.3 — 511.3 — 511.6 Goodwill — 966.3 1,153.3 — 2,119.6 Total assets $ 8,202.5 $ 6,500.4 $ 9,525.5 $ (15,231.0 ) $ 8,997.4 Liabilities and Shareholders’ Equity Current liabilities: Current installments of long-term debt $ 0.9 $ — $ 125.0 $ — $ 125.9 Accounts payable 90.1 — 549.4 (3.0 ) 636.5 Intercompany payables 2,558.2 — — (2,558.2 ) — Income taxes payable 3.9 — 18.7 — 22.6 Accrued liabilities 150.3 — 367.5 (184.5 ) 333.3 Total current liabilities 2,803.4 — 1,060.6 (2,745.7 ) 1,118.3 Long-term debt 1,357.5 1,746.9 — — 3,104.4 Accrued pension liability 439.1 — 235.2 — 674.3 Deferred income taxes — 6.0 521.3 (8.4 ) 518.9 Long-term payables—affiliates 469.6 — 777.6 (1,247.2 ) — Other liabilities 300.7 5.5 443.1 — 749.3 Total liabilities 5,370.3 1,758.4 3,037.8 (4,001.3 ) 6,165.2 Commitments and contingencies Shareholders’ equity: Common stock 165.3 — 14.6 (14.6 ) 165.3 Additional paid-in capital 2,247.4 4,125.7 4,808.2 (8,933.9 ) 2,247.4 Accumulated other comprehensive loss (651.0 ) — (6.9 ) 6.9 (651.0 ) Retained earnings 1,070.5 616.3 1,671.8 (2,288.1 ) 1,070.5 Total shareholders’ equity 2,832.2 4,742.0 6,487.7 (11,229.7 ) 2,832.2 Total liabilities and shareholders’ equity $ 8,202.5 $ 6,500.4 $ 9,525.5 $ (15,231.0 ) $ 8,997.4 CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2017 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 57.1 $ — $ 161.3 $ — $ 218.4 Receivables, net 95.6 — 637.6 — 733.2 Intercompany receivables — — 2,093.2 (2,093.2 ) — Income taxes receivable 11.7 — 6.3 (1.1 ) 16.9 Inventories, net 155.4 — 527.2 — 682.6 Other current assets 206.2 — 5.3 (163.4 ) 48.1 Total current assets 526.0 — 3,430.9 (2,257.7 ) 1,699.2 Property, plant and equipment, net 544.4 — 3,031.4 — 3,575.8 Investment in subsidiaries 6,680.4 4,092.3 — (10,772.7 ) — Deferred income taxes 38.1 — 34.5 (36.2 ) 36.4 Other assets 45.9 — 1,162.5 — 1,208.4 Long-term receivables—affiliates — 2,137.8 — (2,137.8 ) — Intangible assets, net 0.3 — 578.2 — 578.5 Goodwill — 966.3 1,153.7 — 2,120.0 Total assets $ 7,835.1 $ 7,196.4 $ 9,391.2 $ (15,204.4 ) $ 9,218.3 Liabilities and Shareholders’ Equity Current liabilities: Current installments of long-term debt $ 0.7 $ — $ — $ — $ 0.7 Accounts payable 83.2 — 590.0 (3.4 ) 669.8 Intercompany payables 2,093.2 — — (2,093.2 ) — Income taxes payable — — 10.5 (1.1 ) 9.4 Accrued liabilities 117.7 — 318.1 (161.4 ) 274.4 Total current liabilities 2,294.8 — 918.6 (2,259.1 ) 954.3 Long-term debt 839.4 2,522.2 249.7 — 3,611.3 Accrued pension liability 406.7 — 229.2 — 635.9 Deferred income taxes — 3.0 544.4 (36.2 ) 511.2 Long-term payables—affiliates 1,250.0 — 887.8 (2,137.8 ) — Other liabilities 290.5 5.6 455.8 — 751.9 Total liabilities 5,081.4 2,530.8 3,285.5 (4,433.1 ) 6,464.6 Commitments and contingencies Shareholders’ equity: Common stock 167.1 — 14.6 (14.6 ) 167.1 Additional paid-in capital 2,280.9 4,125.7 4,808.2 (8,933.9 ) 2,280.9 Accumulated other comprehensive loss (484.6 ) — (4.6 ) 4.6 (484.6 ) Retained earnings 790.3 539.9 1,287.5 (1,827.4 ) 790.3 Total shareholders’ equity 2,753.7 4,665.6 6,105.7 (10,771.3 ) 2,753.7 Total liabilities and shareholders’ equity $ 7,835.1 $ 7,196.4 $ 9,391.2 $ (15,204.4 ) $ 9,218.3 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2018 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 1,423.8 $ — $ 5,937.0 $ (414.7 ) $ 6,946.1 Operating expenses: Cost of goods sold 1,153.1 — 5,083.7 (414.7 ) 5,822.1 Selling and administration 206.0 — 224.6 — 430.6 Restructuring charges — — 21.9 — 21.9 Acquisition-related costs 1.0 — — — 1.0 Other operating (loss) income (3.0 ) — 9.4 — 6.4 Operating income 60.7 — 616.2 — 676.9 Losses of non-consolidated affiliates (19.7 ) — — — (19.7 ) Equity income in subsidiaries 310.7 289.6 — (600.3 ) — Interest expense 68.6 153.3 26.9 (5.6 ) 243.2 Interest income 5.8 — 1.4 (5.6 ) 1.6 Non-operating pension income (expense) 26.6 — (4.9 ) — 21.7 Income before taxes 315.5 136.3 585.8 (600.3 ) 437.3 Income tax (benefit) provision (12.4 ) (35.1 ) 156.9 — 109.4 Net income $ 327.9 $ 171.4 $ 428.9 $ (600.3 ) $ 327.9 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2017 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 1,330.3 $ — $ 5,344.9 $ (406.8 ) $ 6,268.4 Operating expenses: Cost of goods sold 1,195.5 — 4,766.2 (406.8 ) 5,554.9 Selling and administration 157.0 — 212.8 — 369.8 Restructuring charges 1.7 — 35.9 — 37.6 Acquisition-related costs 12.8 — — — 12.8 Other operating (loss) income (11.1 ) — 14.4 — 3.3 Operating (loss) income (47.8 ) — 344.4 — 296.6 Earnings of non-consolidated affiliates 1.8 — — — 1.8 Equity income in subsidiaries 638.4 357.6 — (996.0 ) — Interest expense 44.5 165.8 13.0 (5.9 ) 217.4 Interest income 6.3 — 1.4 (5.9 ) 1.8 Non-operating pension income (expense) 38.5 — (4.1 ) — 34.4 Income before taxes 592.7 191.8 328.7 (996.0 ) 117.2 Income tax provision (benefit) 43.2 (310.0 ) (165.5 ) — (432.3 ) Net income $ 549.5 $ 501.8 $ 494.2 $ (996.0 ) $ 549.5 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2016 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 1,321.3 $ — $ 4,720.2 $ (490.9 ) $ 5,550.6 Operating expenses: Cost of goods sold 1,153.0 — 4,282.4 (490.9 ) 4,944.5 Selling and administration 162.1 — 185.1 — 347.2 Restructuring charges 0.8 — 112.1 — 112.9 Acquisition-related costs 47.4 — 1.4 — 48.8 Other operating (loss) income (2.2 ) — 12.8 — 10.6 Operating (loss) income (44.2 ) — 152.0 — 107.8 Earnings of non-consolidated affiliates 1.7 — — — 1.7 Equity income in subsidiaries 16.2 139.0 — (155.2 ) — Interest expense 38.8 153.9 4.7 (5.5 ) 191.9 Interest income 4.7 — 4.2 (5.5 ) 3.4 Non-operating pension income (expense) 48.3 — (3.5 ) — 44.8 Income (loss) before taxes (12.1 ) (14.9 ) 148.0 (155.2 ) (34.2 ) Income tax (benefit) provision (8.2 ) (57.6 ) 35.5 — (30.3 ) Net (loss) income $ (3.9 ) $ 42.7 $ 112.5 $ (155.2 ) $ (3.9 ) CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2018 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Net income $ 327.9 $ 171.4 $ 428.9 $ (600.3 ) $ 327.9 Other comprehensive loss, net of tax: Foreign currency translation adjustments, net — — (22.2 ) — (22.2 ) Unrealized losses on derivative contracts, net (11.7 ) — — — (11.7 ) Pension and postretirement liability adjustments, net (69.6 ) — (5.3 ) — (74.9 ) Amortization of prior service costs and actuarial losses, net 26.3 — 2.0 — 28.3 Total other comprehensive loss, net of tax (55.0 ) — (25.5 ) — (80.5 ) Comprehensive income $ 272.9 $ 171.4 $ 403.4 $ (600.3 ) $ 247.4 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2017 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Net income $ 549.5 $ 501.8 $ 494.2 $ (996.0 ) $ 549.5 Other comprehensive income, net of tax: Foreign currency translation adjustments, net — — 31.7 — 31.7 Unrealized losses on derivative contracts, net (1.7 ) — — — (1.7 ) Pension and postretirement liability adjustments, net (12.3 ) — (9.3 ) — (21.6 ) Amortization of prior service costs and actuarial losses, net 15.3 — 1.7 — 17.0 Total other comprehensive income, net of tax 1.3 — 24.1 — 25.4 Comprehensive income $ 550.8 $ 501.8 $ 518.3 $ (996.0 ) $ 574.9 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2016 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Net (loss) income $ (3.9 ) $ 42.7 $ 112.5 $ (155.2 ) $ (3.9 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, net — — (12.0 ) — (12.0 ) Unrealized gains on derivative contracts, net 19.7 — — — 19.7 Pension and postretirement liability adjustments, net (25.3 ) — (12.2 ) — (37.5 ) Amortization of prior service costs and actuarial losses, net 10.9 — 1.4 — 12.3 Total other comprehensive income (loss), net of tax 5.3 — (22.8 ) — (17.5 ) Comprehensive income (loss) $ 1.4 $ 42.7 $ 89.7 $ (155.2 ) $ (21.4 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2018 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ 529.8 $ — $ 378.0 $ — $ 907.8 Investing Activities Capital expenditures (149.8 ) — (235.4 ) — (385.2 ) Proceeds from disposition of property, plant and equipment — — 2.9 — 2.9 Distributions from consolidated subsidiaries, net 95.0 95.0 — (190.0 ) — Net investing activities (54.8 ) 95.0 (232.5 ) (190.0 ) (382.3 ) Financing Activities Long-term debt: Borrowings 550.0 — 20.0 — 570.0 Repayments (21.0 ) (780.4 ) (144.7 ) — (946.1 ) Common stock repurchased and retired (50.0 ) — — — (50.0 ) Stock options exercised 3.4 — — — 3.4 Dividends paid (133.6 ) (95.0 ) (95.0 ) 190.0 (133.6 ) Debt issuance costs (8.5 ) — — — (8.5 ) Intercompany financing activities (780.4 ) 780.4 — — — Net financing activities (440.1 ) (95.0 ) (219.7 ) 190.0 (564.8 ) Effect of exchange rate changes on cash and cash equivalents — — (0.3 ) — (0.3 ) Net increase (decrease) in cash and cash equivalents 34.9 — (74.5 ) — (39.6 ) Cash and cash equivalents, beginning of year 57.1 — 161.3 — 218.4 Cash and cash equivalents, end of year $ 92.0 $ — $ 86.8 $ — $ 178.8 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2017 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ 472.0 $ — $ 176.8 $ — $ 648.8 Investing Activities Capital expenditures (89.1 ) — (205.2 ) — (294.3 ) Payments under long-term supply contracts — — (209.4 ) — (209.4 ) Proceeds from disposition of property, plant and equipment — — 5.2 — 5.2 Distribution from consolidated subsidiaries, net 2.7 — — (2.7 ) — Net investing activities (86.4 ) — (409.4 ) (2.7 ) (498.5 ) Financing Activities Long-term debt: Borrowings 620.0 1,375.0 40.5 — 2,035.5 Repayments (690.8 ) (1,334.1 ) (13.0 ) — (2,037.9 ) Stock options exercised 29.8 — — — 29.8 Dividends paid (133.0 ) — (2.7 ) 2.7 (133.0 ) Debt issuance costs (8.3 ) (2.9 ) — — (11.2 ) Intercompany financing activities (171.4 ) (38.0 ) 209.4 — — Net financing activities (353.7 ) — 234.2 2.7 (116.8 ) Effect of exchange rate changes on cash and cash equivalents — — 0.4 — 0.4 Net increase in cash and cash equivalents 31.9 — 2.0 — 33.9 Cash and cash equivalents, beginning of year 25.2 — 159.3 — 184.5 Cash and cash equivalents, end of year $ 57.1 $ — $ 161.3 $ — $ 218.4 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2016 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ 702.6 $ — $ (99.4 ) $ — $ 603.2 Investing Activities Capital expenditures (65.7 ) — (212.3 ) — (278.0 ) Business acquired and related transactions, net of cash acquired (69.5 ) — — — (69.5 ) Payments under long-term supply contracts — — (175.7 ) — (175.7 ) Proceeds from sale/leaseback of equipment — — 40.4 — 40.4 Proceeds from disposition of property, plant and equipment 0.2 — 0.3 — 0.5 Proceeds from disposition of affiliated companies 8.8 — — — 8.8 Net investing activities (126.2 ) — (347.3 ) — (473.5 ) Financing Activities Long-term debt: Borrowings — — 230.0 — 230.0 Repayments (335.6 ) (67.5 ) (32.2 ) — (435.3 ) Stock options exercised 0.5 — — — 0.5 Excess tax benefits from stock-based compensation 0.4 — — — 0.4 Dividends paid (132.1 ) — — — (132.1 ) Debt issuance costs — (1.0 ) — — (1.0 ) Intercompany financing activities (203.8 ) 68.5 135.3 — — Net financing activities (670.6 ) — 333.1 — (337.5 ) Effect of exchange rate changes on cash and cash equivalents — — 0.3 — 0.3 Net decrease in cash and cash equivalents (94.2 ) — (113.3 ) — (207.5 ) Cash and cash equivalents, beginning of year 119.4 — 272.6 — 392.0 Cash and cash equivalents, end of year $ 25.2 $ — $ 159.3 $ — $ 184.5 |