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 June 30, 2019 , December 31, 2018 and June 30, 2018 , the related condensed consolidating statements of operations and comprehensive income (loss) for each of the three and six months ended June 30, 2019 and 2018 and the related condensed consolidating statements of cash flows for the six months ended June 30, 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 June 30, 2019 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 3.7 $ — $ 123.2 $ — $ 126.9 Receivables, net 105.2 — 743.0 — 848.2 Intercompany receivables — — 2,804.3 (2,804.3 ) — Income taxes receivable 16.2 — 7.2 — 23.4 Inventories, net 179.8 — 519.1 — 698.9 Other current assets 225.9 — 0.8 (197.9 ) 28.8 Total current assets 530.8 — 4,197.6 (3,002.2 ) 1,726.2 Property, plant and equipment, net 687.3 — 2,723.2 — 3,410.5 Operating lease assets, net 48.5 — 247.3 — 295.8 Investment in subsidiaries 7,028.6 4,330.9 — (11,359.5 ) — Deferred income taxes 3.9 — 29.0 (4.8 ) 28.1 Other assets 14.3 — 1,160.2 — 1,174.5 Long-term receivables—affiliates — 1,141.7 — (1,141.7 ) — Intangible assets, net 0.3 — 480.3 — 480.6 Goodwill — 966.3 1,153.3 — 2,119.6 Total assets $ 8,313.7 $ 6,438.9 $ 9,990.9 $ (15,508.2 ) $ 9,235.3 Liabilities and Shareholders’ Equity Current liabilities: Current installments of long-term debt $ 1.1 $ — $ — $ — $ 1.1 Accounts payable 15.9 — 658.6 (5.3 ) 669.2 Intercompany payables 2,804.3 — — (2,804.3 ) — Income taxes payable — — 9.5 — 9.5 Current operating lease liabilities 8.2 — 63.2 — 71.4 Accrued liabilities 176.9 — 317.1 (195.1 ) 298.9 Total current liabilities 3,006.4 — 1,048.4 (3,004.7 ) 1,050.1 Long-term debt 1,385.7 1,696.9 150.0 — 3,232.6 Operating lease liabilities 41.3 — 188.0 — 229.3 Accrued pension liability 414.6 — 239.0 — 653.6 Deferred income taxes — 4.9 506.3 (4.8 ) 506.4 Long-term payables—affiliates 419.6 — 722.1 (1,141.7 ) — Other liabilities 275.3 5.5 511.7 — 792.5 Total liabilities 5,542.9 1,707.3 3,365.5 (4,151.2 ) 6,464.5 Commitments and contingencies Shareholders’ equity: Common stock 164.3 — 14.6 (14.6 ) 164.3 Additional paid-in capital 2,229.2 4,125.7 4,808.2 (8,933.9 ) 2,229.2 Accumulated other comprehensive loss (660.4 ) — (10.0 ) 10.0 (660.4 ) Retained earnings 1,037.7 605.9 1,812.6 (2,418.5 ) 1,037.7 Total shareholders’ equity 2,770.8 4,731.6 6,625.4 (11,357.0 ) 2,770.8 Total liabilities and shareholders’ equity $ 8,313.7 $ 6,438.9 $ 9,990.9 $ (15,508.2 ) $ 9,235.3 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 June 30, 2018 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 74.3 $ — $ 69.9 $ — $ 144.2 Receivables, net 109.6 — 727.6 — 837.2 Intercompany receivables — — 2,305.8 (2,305.8 ) — Income taxes receivable 11.8 — 6.3 (0.3 ) 17.8 Inventories, net 170.4 — 545.9 — 716.3 Other current assets 216.2 — 6.7 (175.2 ) 47.7 Total current assets 582.3 — 3,662.2 (2,481.3 ) 1,763.2 Property, plant and equipment, net 577.8 — 2,923.6 — 3,501.4 Investment in subsidiaries 6,737.5 4,107.6 — (10,845.1 ) — Deferred income taxes 28.3 1.0 40.5 (30.1 ) 39.7 Other assets 24.7 — 1,144.8 — 1,169.5 Long-term receivables—affiliates — 1,467.9 — (1,467.9 ) — Intangible assets, net 0.3 — 544.0 — 544.3 Goodwill — 966.3 1,153.4 — 2,119.7 Total assets $ 7,950.9 $ 6,542.8 $ 9,468.5 $ (14,824.4 ) $ 9,137.8 Liabilities and Shareholders’ Equity Current liabilities: Current installments of long-term debt $ 0.9 $ — $ — $ — $ 0.9 Accounts payable 75.7 — 609.0 (3.3 ) 681.4 Intercompany payables 2,305.8 — — (2,305.8 ) — Income taxes payable — — 15.8 (0.3 ) 15.5 Accrued liabilities 116.6 — 340.8 (173.0 ) 284.4 Total current liabilities 2,499.0 — 965.6 (2,482.4 ) 982.2 Long-term debt 1,350.4 1,912.2 250.0 — 3,512.6 Accrued pension liability 376.2 — 226.5 — 602.7 Deferred income taxes — 4.1 538.7 (30.1 ) 512.7 Long-term payables—affiliates 640.0 — 827.9 (1,467.9 ) — Other liabilities 322.2 5.6 436.7 — 764.5 Total liabilities 5,187.8 1,921.9 3,245.4 (3,980.4 ) 6,374.7 Commitments and contingencies Shareholders’ equity: Common stock 167.0 — 14.6 (14.6 ) 167.0 Additional paid-in capital 2,280.5 4,125.7 4,808.2 (8,933.9 ) 2,280.5 Accumulated other comprehensive loss (573.2 ) — (1.1 ) 1.1 (573.2 ) Retained earnings 888.8 495.2 1,401.4 (1,896.6 ) 888.8 Total shareholders’ equity 2,763.1 4,620.9 6,223.1 (10,844.0 ) 2,763.1 Total liabilities and shareholders’ equity $ 7,950.9 $ 6,542.8 $ 9,468.5 $ (14,824.4 ) $ 9,137.8 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2019 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 324.0 $ — $ 1,397.3 $ (128.4 ) $ 1,592.9 Operating expenses: Cost of goods sold 309.8 — 1,282.3 (128.4 ) 1,463.7 Selling and administration 47.8 — 49.2 — 97.0 Restructuring charges — — 3.8 — 3.8 Other operating (expense) income (2.3 ) — 2.4 — 0.1 Operating (loss) income (35.9 ) — 64.4 — 28.5 Equity income (loss) in subsidiaries 10.9 (8.6 ) — (2.3 ) — Interest expense 18.3 35.7 6.5 (2.6 ) 57.9 Interest income 2.0 — 0.9 (2.6 ) 0.3 Non-operating pension income (expense) 5.7 — (1.5 ) — 4.2 Income (loss) before taxes (35.6 ) (44.3 ) 57.3 (2.3 ) (24.9 ) Income tax (benefit) provision (15.6 ) (8.7 ) 19.4 — (4.9 ) Net (loss) income $ (20.0 ) $ (35.6 ) $ 37.9 $ (2.3 ) $ (20.0 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2019 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 656.8 $ — $ 2,725.0 $ (235.5 ) $ 3,146.3 Operating expenses: Cost of goods sold 613.9 — 2,432.6 (235.5 ) 2,811.0 Selling and administration 99.6 — 104.4 — 204.0 Restructuring charges 1.4 — 6.4 — 7.8 Other operating (expense) income (4.4 ) — 4.6 — 0.2 Operating (loss) income (62.5 ) — 186.2 — 123.7 Equity income in subsidiaries 73.5 44.0 — (117.5 ) — Interest expense 35.7 71.8 11.7 (3.9 ) 115.3 Interest income 2.6 — 1.8 (3.9 ) 0.5 Non-operating pension income (expense) 11.1 — (3.0 ) — 8.1 Other income 11.2 — — — 11.2 Income (loss) before taxes 0.2 (27.8 ) 173.3 (117.5 ) 28.2 Income tax (benefit) provision (21.5 ) (17.4 ) 45.4 — 6.5 Net income (loss) $ 21.7 $ (10.4 ) $ 127.9 $ (117.5 ) $ 21.7 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2018 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 369.5 $ — $ 1,465.9 $ (107.0 ) $ 1,728.4 Operating expenses: Cost of goods sold 332.9 — 1,234.8 (107.0 ) 1,460.7 Selling and administration 53.2 — 57.1 — 110.3 Restructuring charges — — 6.4 — 6.4 Acquisition-related costs 0.3 — — — 0.3 Other operating (expense) income (3.2 ) — 3.2 — — Operating (loss) income (20.1 ) — 170.8 — 150.7 Losses of non-consolidated affiliates (21.1 ) — — — (21.1 ) Equity income in subsidiaries 98.5 88.1 — (186.6 ) — Interest expense 18.1 37.8 6.8 (1.6 ) 61.1 Interest income 1.9 — 0.1 (1.6 ) 0.4 Non-operating pension income (expense) 6.7 — (1.3 ) — 5.4 Income before taxes 47.8 50.3 162.8 (186.6 ) 74.3 Income tax (benefit) provision (10.8 ) (9.2 ) 35.7 — 15.7 Net income $ 58.6 $ 59.5 $ 127.1 $ (186.6 ) $ 58.6 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2018 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 722.2 $ — $ 2,932.9 $ (216.4 ) $ 3,438.7 Operating expenses: Cost of goods sold 644.9 — 2,560.9 (216.4 ) 2,989.4 Selling and administration 100.3 — 110.5 — 210.8 Restructuring charges — — 10.4 — 10.4 Acquisition-related costs 0.6 — — — 0.6 Other operating income 2.6 — 5.5 — 8.1 Operating (loss) income (21.0 ) — 256.6 — 235.6 Losses of non-consolidated affiliates (20.6 ) — — — (20.6 ) Equity income in subsidiaries 126.9 110.3 — (237.2 ) — Interest expense 35.1 79.1 13.7 (3.1 ) 124.8 Interest income 2.9 — 1.0 (3.1 ) 0.8 Non-operating pension income (expense) 13.4 — (2.6 ) — 10.8 Income before taxes 66.5 31.2 241.3 (237.2 ) 101.8 Income tax (benefit) provision (13.0 ) (19.1 ) 54.4 — 22.3 Net income $ 79.5 $ 50.3 $ 186.9 $ (237.2 ) $ 79.5 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2019 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net (loss) income $ (20.0 ) $ (35.6 ) $ 37.9 $ (2.3 ) $ (20.0 ) Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments, net — — 3.3 — 3.3 Unrealized losses on derivative contracts, net (12.1 ) — — — (12.1 ) Amortization of prior service costs and actuarial losses, net 4.8 — 0.5 — 5.3 Total other comprehensive (loss) income, net of tax (7.3 ) — 3.8 — (3.5 ) Comprehensive (loss) income $ (27.3 ) $ (35.6 ) $ 41.7 $ (2.3 ) $ (23.5 ) CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Six Months Ended June 30, 2019 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net income (loss) $ 21.7 $ (10.4 ) $ 127.9 $ (117.5 ) $ 21.7 Other comprehensive loss, net of tax: Foreign currency translation adjustments, net — — (5.0 ) — (5.0 ) Unrealized losses on derivative contracts, net (15.4 ) — — — (15.4 ) Amortization of prior service costs and actuarial losses, net 9.9 — 1.1 — 11.0 Total other comprehensive loss, net of tax (5.5 ) — (3.9 ) — (9.4 ) Comprehensive income (loss) $ 16.2 $ (10.4 ) $ 124.0 $ (117.5 ) $ 12.3 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2018 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net income $ 58.6 $ 59.5 $ 127.1 $ (186.6 ) $ 58.6 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, net — — (26.1 ) — (26.1 ) Unrealized losses on derivative contracts, net (2.4 ) — — — (2.4 ) Amortization of prior service costs and actuarial losses, net 7.7 — 0.4 — 8.1 Total other comprehensive income (loss), net of tax 5.3 — (25.7 ) — (20.4 ) Comprehensive income $ 63.9 $ 59.5 $ 101.4 $ (186.6 ) $ 38.2 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Six Months Ended June 30, 2018 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net income $ 79.5 $ 50.3 $ 186.9 $ (237.2 ) $ 79.5 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, net — — (13.7 ) — (13.7 ) Unrealized losses on derivative contracts, net (2.5 ) — — — (2.5 ) Amortization of prior service costs and actuarial losses, net 13.1 — 0.4 — 13.5 Total other comprehensive income (loss), net of tax 10.6 — (13.3 ) — (2.7 ) Comprehensive income $ 90.1 $ 50.3 $ 173.6 $ (237.2 ) $ 76.8 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2019 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ 120.1 $ — $ 116.0 $ — $ 236.1 Investing Activities Capital expenditures (86.9 ) — (104.4 ) — (191.3 ) Proceeds from disposition of non-consolidated affiliate 20.0 — — — 20.0 Net investing activities (66.9 ) — (104.4 ) — (171.3 ) Financing Activities Long-term debt: Borrowings — — 25.0 — 25.0 Repayments (0.6 ) (50.0 ) — — (50.6 ) Common stock repurchased and retired (26.7 ) — — — (26.7 ) Stock options exercised 1.5 — — — 1.5 Dividends paid (65.7 ) — — — (65.7 ) Intercompany financing activities (50.0 ) 50.0 — — — Net financing activities (141.5 ) — 25.0 — (116.5 ) Effect of exchange rate changes on cash and cash equivalents — — (0.2 ) — (0.2 ) Net (decrease) increase in cash and cash equivalents (88.3 ) — 36.4 — (51.9 ) Cash and cash equivalents, beginning of period 92.0 — 86.8 — 178.8 Cash and cash equivalents, end of period $ 3.7 $ — $ 123.2 $ — $ 126.9 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2018 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ 157.2 $ — $ 107.1 $ — $ 264.3 Investing Activities Capital expenditures (72.3 ) — (103.7 ) — (176.0 ) Proceeds from disposition of property, plant and equipment — — 0.1 — 0.1 Distributions from consolidated subsidiaries, net 95.0 95.0 — (190.0 ) — Net investing activities 22.7 95.0 (103.6 ) (190.0 ) (175.9 ) Financing Activities Long-term debt: Borrowings 550.0 — 20.0 — 570.0 Repayments (20.4 ) (610.0 ) (19.7 ) — (650.1 ) Common stock repurchased and retired (9.1 ) — — — (9.1 ) Stock options exercised 2.2 — — — 2.2 Dividends paid (66.9 ) (95.0 ) (95.0 ) 190.0 (66.9 ) Debt issuance costs (8.5 ) — — — (8.5 ) Intercompany financing activities (610.0 ) 610.0 — — — Net financing activities (162.7 ) (95.0 ) (94.7 ) 190.0 (162.4 ) Effect of exchange rate changes on cash and cash equivalents — — (0.2 ) — (0.2 ) Net increase (decrease) in cash and cash equivalents 17.2 — (91.4 ) — (74.2 ) Cash and cash equivalents, beginning of period 57.1 — 161.3 — 218.4 Cash and cash equivalents, end of period $ 74.3 $ — $ 69.9 $ — $ 144.2 |