SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION | NOTE 23 . SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION In October 2015, Blue Cube Spinco LLC (the Issuer) issued $720.0 million aggregate principal amount of 9.75% senior notes due October 15, 2023 (2023 Notes) and $500.0 million aggregate principal amount of 10.00% senior notes due October 15, 2025 (2025 Notes and, together with the 2023 Notes, the Notes). During 2016, the Notes were registered under the Securities Act of 1933, as amended. The Issuer was formed on March 13, 2015 as a wholly owned subsidiary of Dow 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 March 31, 2019 , December 31, 2018 and March 31, 2018 , the related condensed consolidating statements of operations, comprehensive income (loss) and cash flows for each of the three months ended March 31, 2019 and 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 March 31, 2019 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 6.0 $ — $ 99.7 $ — $ 105.7 Receivables, net 99.0 — 709.3 — 808.3 Intercompany receivables — — 2,664.7 (2,664.7 ) — Income taxes receivable 0.3 — 6.0 — 6.3 Inventories, net 172.3 — 545.2 — 717.5 Other current assets 235.7 — 3.5 (192.5 ) 46.7 Total current assets 513.3 — 4,028.4 (2,857.2 ) 1,684.5 Property, plant and equipment, net 674.0 — 2,759.5 — 3,433.5 Operating lease assets, net 48.9 — 226.2 — 275.1 Investment in subsidiaries 7,024.5 4,339.5 — (11,364.0 ) — Deferred income taxes 3.2 — 31.9 (3.4 ) 31.7 Other assets 17.0 — 1,114.4 — 1,131.4 Long-term receivables—affiliates — 1,169.9 — (1,169.9 ) — Intangible assets, net 0.3 — 493.9 — 494.2 Goodwill — 966.3 1,153.2 — 2,119.5 Total assets $ 8,281.2 $ 6,475.7 $ 9,807.5 $ (15,394.5 ) $ 9,169.9 Liabilities and Shareholders’ Equity Current liabilities: Current installments of long-term debt $ 1.1 $ — $ 125.0 $ — $ 126.1 Accounts payable 75.8 — 566.8 (5.6 ) 637.0 Intercompany payables 2,664.7 — — (2,664.7 ) — Income taxes payable 3.7 — 9.3 — 13.0 Current operating lease liabilities 8.0 — 61.4 — 69.4 Accrued liabilities 138.3 — 345.9 (189.8 ) 294.4 Total current liabilities 2,891.6 — 1,108.4 (2,860.1 ) 1,139.9 Long-term debt 1,370.3 1,696.9 — — 3,067.2 Operating lease liabilities 42.0 — 164.0 — 206.0 Accrued pension liability 427.0 — 233.2 — 660.2 Deferred income taxes — 6.1 523.2 (3.4 ) 525.9 Long-term payables—affiliates 419.6 — 750.3 (1,169.9 ) — Other liabilities 293.1 5.5 434.5 — 733.1 Total liabilities 5,443.6 1,708.5 3,213.6 (4,033.4 ) 6,332.3 Commitments and contingencies Shareholders’ equity: Common stock 164.9 — 14.6 (14.6 ) 164.9 Additional paid-in capital 2,239.2 4,125.7 4,808.2 (8,933.9 ) 2,239.2 Accumulated other comprehensive loss (656.9 ) — (8.1 ) 8.1 (656.9 ) Retained earnings 1,090.4 641.5 1,779.2 (2,420.7 ) 1,090.4 Total shareholders’ equity 2,837.6 4,767.2 6,593.9 (11,361.1 ) 2,837.6 Total liabilities and shareholders’ equity $ 8,281.2 $ 6,475.7 $ 9,807.5 $ (15,394.5 ) $ 9,169.9 CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2018 (In millions) (Unaudited) 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 March 31, 2018 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 3.6 $ — $ 105.5 $ — $ 109.1 Receivables, net 119.6 — 716.0 — 835.6 Intercompany receivables — — 2,191.7 (2,191.7 ) — Income taxes receivable 11.4 — 6.1 — 17.5 Inventories, net 160.2 — 515.4 — 675.6 Other current assets 223.7 — 7.3 (169.8 ) 61.2 Total current assets 518.5 — 3,542.0 (2,361.5 ) 1,699.0 Property, plant and equipment, net 551.8 — 2,987.6 — 3,539.4 Investment in subsidiaries 6,720.1 4,114.5 — (10,834.6 ) — Deferred income taxes 43.7 — 42.5 (46.8 ) 39.4 Other assets 47.3 — 1,149.7 — 1,197.0 Long-term receivables—affiliates — 1,537.5 — (1,537.5 ) — Intangible assets, net 0.3 — 564.8 — 565.1 Goodwill — 966.3 1,154.0 — 2,120.3 Total assets $ 7,881.7 $ 6,618.3 $ 9,440.6 $ (14,780.4 ) $ 9,160.2 Liabilities and Shareholders’ Equity Current liabilities: Current installments of long-term debt $ 0.7 $ — $ — $ — $ 0.7 Accounts payable 62.0 — 639.7 (3.5 ) 698.2 Intercompany payables 2,191.7 — — (2,191.7 ) — Income taxes payable 2.3 — 13.7 — 16.0 Accrued liabilities 115.0 — 308.7 (167.6 ) 256.1 Total current liabilities 2,371.7 — 962.1 (2,362.8 ) 971.0 Long-term debt 1,352.2 1,952.2 230.3 — 3,534.7 Accrued pension liability 391.4 — 237.3 — 628.7 Deferred income taxes — 4.1 541.1 (46.8 ) 498.4 Long-term payables—affiliates 680.0 — 857.5 (1,537.5 ) — Other liabilities 323.3 5.6 435.4 — 764.3 Total liabilities 5,118.6 1,961.9 3,263.7 (3,947.1 ) 6,397.1 Commitments and contingencies Shareholders’ equity: Common stock 167.2 — 14.6 (14.6 ) 167.2 Additional paid-in capital 2,285.0 4,125.7 4,808.2 (8,933.9 ) 2,285.0 Accumulated other comprehensive loss (552.8 ) — (4.8 ) 4.8 (552.8 ) Retained earnings 863.7 530.7 1,358.9 (1,889.6 ) 863.7 Total shareholders’ equity 2,763.1 4,656.4 6,176.9 (10,833.3 ) 2,763.1 Total liabilities and shareholders’ equity $ 7,881.7 $ 6,618.3 $ 9,440.6 $ (14,780.4 ) $ 9,160.2 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended March 31, 2019 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 332.8 $ — $ 1,327.7 $ (107.1 ) $ 1,553.4 Operating expenses: Cost of goods sold 304.1 — 1,150.3 (107.1 ) 1,347.3 Selling and administration 51.8 — 55.2 — 107.0 Restructuring charges 1.4 — 2.6 — 4.0 Acquisition-related costs — — — — — Other operating (loss) income (2.1 ) — 2.2 — 0.1 Operating (loss) income (26.6 ) — 121.8 — 95.2 Equity income in subsidiaries 62.6 52.6 — (115.2 ) — Interest expense 17.4 36.1 5.2 (1.3 ) 57.4 Interest income 0.6 — 0.9 (1.3 ) 0.2 Non-operating pension income (expense) 5.4 — (1.5 ) — 3.9 Other income 11.2 — — — 11.2 Income before taxes 35.8 16.5 116.0 (115.2 ) 53.1 Income tax (benefit) provision (5.9 ) (8.7 ) 26.0 — 11.4 Net income $ 41.7 $ 25.2 $ 90.0 $ (115.2 ) $ 41.7 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended March 31, 2018 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 352.7 $ — $ 1,467.0 $ (109.4 ) $ 1,710.3 Operating expenses: Cost of goods sold 312.0 — 1,326.1 (109.4 ) 1,528.7 Selling and administration 47.1 — 53.4 — 100.5 Restructuring charges — — 4.0 — 4.0 Acquisition-related costs 0.3 — — — 0.3 Other operating income 5.8 — 2.3 — 8.1 Operating (loss) income (0.9 ) — 85.8 — 84.9 Earnings of non-consolidated affiliates 0.5 — — — 0.5 Equity income in subsidiaries 28.4 22.2 — (50.6 ) — Interest expense 17.0 41.3 6.9 (1.5 ) 63.7 Interest income 1.0 — 0.9 (1.5 ) 0.4 Non-operating pension income (expense) 6.7 — (1.3 ) — 5.4 Income (loss) before taxes 18.7 (19.1 ) 78.5 (50.6 ) 27.5 Income tax (benefit) provision (2.2 ) (9.9 ) 18.7 — 6.6 Net income (loss) $ 20.9 $ (9.2 ) $ 59.8 $ (50.6 ) $ 20.9 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended March 31, 2019 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net income $ 41.7 $ 25.2 $ 90.0 $ (115.2 ) $ 41.7 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, net — — (8.3 ) — (8.3 ) Unrealized losses on derivative contracts, net (3.3 ) — — — (3.3 ) Amortization of prior service costs and actuarial losses, net 5.1 — 0.6 — 5.7 Total other comprehensive income (loss), net of tax 1.8 — (7.7 ) — (5.9 ) Comprehensive income $ 43.5 $ 25.2 $ 82.3 $ (115.2 ) $ 35.8 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended March 31, 2018 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net income (loss) $ 20.9 $ (9.2 ) $ 59.8 $ (50.6 ) $ 20.9 Other comprehensive income, net of tax: Foreign currency translation adjustments, net — — 12.4 — 12.4 Unrealized losses on derivative contracts, net (0.1 ) — — — (0.1 ) Amortization of prior service costs and actuarial losses, net 5.4 — — — 5.4 Total other comprehensive income, net of tax 5.3 — 12.4 — 17.7 Comprehensive income (loss) $ 26.2 $ (9.2 ) $ 72.2 $ (50.6 ) $ 38.6 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2019 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ 39.7 $ — $ 64.6 $ — $ 104.3 Investing Activities Capital expenditures (50.7 ) — (51.5 ) — (102.2 ) Proceeds from disposition of non-consolidated affiliate 20.0 — — — 20.0 Net investing activities (30.7 ) — (51.5 ) — (82.2 ) Financing Activities Long-term debt repayments (0.2 ) (50.0 ) — — (50.2 ) Common stock repurchased and retired (13.2 ) — — — (13.2 ) Stock options exercised 1.4 — — — 1.4 Dividends paid (33.0 ) — — — (33.0 ) Intercompany financing activities (50.0 ) 50.0 — — — Net financing activities (95.0 ) — — — (95.0 ) Effect of exchange rate changes on cash and cash equivalents — — (0.2 ) — (0.2 ) Net (decrease) increase in cash and cash equivalents (86.0 ) — 12.9 — (73.1 ) Cash and cash equivalents, beginning of period 92.0 — 86.8 — 178.8 Cash and cash equivalents, end of period $ 6.0 $ — $ 99.7 $ — $ 105.7 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2018 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ 69.3 $ — $ 11.6 $ — $ 80.9 Investing Activities Capital expenditures (41.7 ) — (47.8 ) — (89.5 ) Proceeds from disposition of property, plant and equipment — — 0.1 — 0.1 Net investing activities (41.7 ) — (47.7 ) — (89.4 ) Financing Activities Long-term debt: Borrowings 550.0 — 0.3 — 550.3 Repayments (20.2 ) (570.0 ) (19.7 ) — (609.9 ) Stock options exercised 1.0 — — — 1.0 Dividends paid (33.4 ) — — — (33.4 ) Debt issuance costs (8.5 ) — — — (8.5 ) Intercompany financing activities (570.0 ) 570.0 — — — Net financing activities (81.1 ) — (19.4 ) — (100.5 ) Effect of exchange rate changes on cash and cash equivalents — — (0.3 ) — (0.3 ) Net decrease in cash and cash equivalents (53.5 ) — (55.8 ) — (109.3 ) Cash and cash equivalents, beginning of period 57.1 — 161.3 — 218.4 Cash and cash equivalents, end of period $ 3.6 $ — $ 105.5 $ — $ 109.1 |