SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION | NOTE 20 . 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 (Blue Cube 2023 Notes) and $500.0 million aggregate principal amount of 10.00% senior notes due October 15, 2025 (Blue Cube 2025 Notes and, together with the Blue Cube 2023 Notes, the Blue Cube Notes). During 2016, the Blue Cube 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 Blue Cube 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, 2020 , December 31, 2019 and June 30, 2019 , the related condensed consolidating statements of operations and comprehensive income (loss) for each of the three and six months ended June 30, 2020 and 2019 and the related condensed consolidating statements of cash flows for the six months ended June 30, 2020 and 2019 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, 2020 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 56.9 $ — $ 181.0 $ — $ 237.9 Receivables, net 51.1 — 649.1 — 700.2 Intercompany receivables — — 2,587.6 (2,587.6 ) — Income taxes receivable 10.9 — 8.3 (1.6 ) 17.6 Inventories, net 131.4 — 487.7 — 619.1 Other current assets 259.8 — 1.0 (218.8 ) 42.0 Total current assets 510.1 — 3,914.7 (2,808.0 ) 1,616.8 Property, plant and equipment, net 705.5 — 2,529.4 — 3,234.9 Operating lease assets, net 44.2 — 327.6 — 371.8 Investment in subsidiaries 6,942.1 4,262.9 — (11,205.0 ) — Deferred income taxes 58.2 — 38.2 (58.1 ) 38.3 Other assets 23.6 — 1,156.1 — 1,179.7 Long-term receivables—affiliates 73.4 560.2 — (633.6 ) — Intangible assets, net 0.2 — 416.7 — 416.9 Goodwill — 966.3 1,153.4 — 2,119.7 Total assets $ 8,357.3 $ 5,789.4 $ 9,536.1 $ (14,704.7 ) $ 8,978.1 Liabilities and Shareholders’ Equity Current liabilities: Current installments of long-term debt $ 1.8 $ — $ — $ — $ 1.8 Accounts payable — — 526.3 (5.5 ) 520.8 Intercompany payables 2,587.6 — — (2,587.6 ) — Income taxes payable — — 9.3 (1.6 ) 7.7 Current operating lease liabilities 8.4 — 68.9 — 77.3 Accrued liabilities 188.8 — 345.4 (215.5 ) 318.7 Total current liabilities 2,786.6 — 949.9 (2,810.2 ) 926.3 Long-term debt 2,623.9 1,209.7 240.3 — 4,073.9 Operating lease liabilities 37.0 — 262.2 — 299.2 Accrued pension liability 463.2 — 304.8 — 768.0 Deferred income taxes — 6.6 466.0 (58.1 ) 414.5 Long-term payables—affiliates — — 633.6 (633.6 ) — Other liabilities 257.7 5.6 44.0 — 307.3 Total liabilities 6,168.4 1,221.9 2,900.8 (3,501.9 ) 6,789.2 Commitments and contingencies Shareholders’ equity: Common stock 157.9 — 14.6 (14.6 ) 157.9 Additional paid-in capital 2,127.0 4,125.7 4,808.2 (8,933.9 ) 2,127.0 Accumulated other comprehensive loss (773.9 ) — (7.5 ) 7.5 (773.9 ) Retained earnings 677.9 441.8 1,820.0 (2,261.8 ) 677.9 Total shareholders’ equity 2,188.9 4,567.5 6,635.3 (11,202.8 ) 2,188.9 Total liabilities and shareholders’ equity $ 8,357.3 $ 5,789.4 $ 9,536.1 $ (14,704.7 ) $ 8,978.1 CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2019 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 11.6 $ — $ 209.3 $ — $ 220.9 Receivables, net 78.3 — 686.8 (4.7 ) 760.4 Intercompany receivables — — 2,815.5 (2,815.5 ) — Income taxes receivable 1.6 — 12.3 — 13.9 Inventories, net 157.1 — 538.6 — 695.7 Other current assets 231.4 — 0.2 (208.5 ) 23.1 Total current assets 480.0 — 4,262.7 (3,028.7 ) 1,714.0 Property, plant and equipment, net 699.0 — 2,624.8 — 3,323.8 Operating lease assets, net 47.4 — 330.4 — 377.8 Investment in subsidiaries 7,048.2 4,353.5 — (11,401.7 ) — Deferred income taxes 1.7 — 34.7 (1.1 ) 35.3 Other assets 20.9 — 1,148.2 — 1,169.1 Long-term receivables—affiliates 73.4 605.8 — (679.2 ) — Intangible assets, net 0.3 — 447.8 — 448.1 Goodwill — 966.3 1,153.4 — 2,119.7 Total assets $ 8,370.9 $ 5,925.6 $ 10,002.0 $ (15,110.7 ) $ 9,187.8 Liabilities and Shareholders’ Equity Current liabilities: Current installments of long-term debt $ 2.1 $ — $ — $ — $ 2.1 Accounts payable — — 660.6 (8.7 ) 651.9 Intercompany payables 2,815.5 — — (2,815.5 ) — Income taxes payable 11.5 — 8.3 — 19.8 Current operating lease liabilities 8.2 — 71.1 — 79.3 Accrued liabilities 183.7 — 350.8 (205.4 ) 329.1 Total current liabilities 3,021.0 — 1,090.8 (3,029.6 ) 1,082.2 Long-term debt 2,130.0 1,208.7 — — 3,338.7 Operating lease liabilities 40.4 — 263.0 — 303.4 Accrued pension liability 496.9 — 300.8 — 797.7 Deferred income taxes — 6.5 449.2 (1.2 ) 454.5 Long-term payables—affiliates — — 679.2 (679.2 ) — Other liabilities 265.1 5.6 523.1 — 793.8 Total liabilities 5,953.4 1,220.8 3,306.1 (3,710.0 ) 6,770.3 Commitments and contingencies Shareholders' equity: Common stock 157.7 — 14.6 (14.6 ) 157.7 Additional paid-in capital 2,122.1 4,125.7 4,808.2 (8,933.9 ) 2,122.1 Accumulated other comprehensive loss (803.4 ) — (6.5 ) 6.5 (803.4 ) Retained earnings 941.1 579.1 1,879.6 (2,458.7 ) 941.1 Total shareholders’ equity 2,417.5 4,704.8 6,695.9 (11,400.7 ) 2,417.5 Total liabilities and shareholders’ equity $ 8,370.9 $ 5,925.6 $ 10,002.0 $ (15,110.7 ) $ 9,187.8 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 STATEMENTS OF OPERATIONS Three Months Ended June 30, 2020 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 346.9 $ — $ 1,023.8 $ (129.5 ) $ 1,241.2 Operating expenses: Cost of goods sold 319.5 — 1,045.7 (129.5 ) 1,235.7 Selling and administration 69.0 — 30.7 — 99.7 Restructuring charges — — 1.7 — 1.7 Other operating income 0.1 — — — 0.1 Operating loss (41.5 ) — (54.3 ) — (95.8 ) Equity loss in subsidiaries (65.6 ) (59.5 ) — 125.1 — Interest expense 39.3 30.6 0.6 (1.1 ) 69.4 Interest income 1.3 — — (1.1 ) 0.2 Non-operating pension income (expense) 6.6 — (1.7 ) — 4.9 Loss before taxes (138.5 ) (90.1 ) (56.6 ) 125.1 (160.1 ) Income tax benefit (18.4 ) (7.2 ) (14.4 ) — (40.0 ) Net loss $ (120.1 ) $ (82.9 ) $ (42.2 ) $ 125.1 $ (120.1 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2020 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 700.2 $ — $ 2,225.6 $ (259.5 ) $ 2,666.3 Operating expenses: Cost of goods sold 653.1 — 2,216.3 (259.5 ) 2,609.9 Selling and administration 108.9 — 87.5 — 196.4 Restructuring charges — — 3.4 — 3.4 Other operating income 0.1 — — — 0.1 Operating loss (61.7 ) — (81.6 ) — (143.3 ) Equity loss in subsidiaries (114.1 ) (90.6 ) — 204.7 — Interest expense 71.7 61.2 3.7 (4.1 ) 132.5 Interest income 3.4 — 1.0 (4.1 ) 0.3 Non-operating pension income (expense) 13.1 — (3.6 ) — 9.5 Loss before taxes (231.0 ) (151.8 ) (87.9 ) 204.7 (266.0 ) Income tax benefit (30.9 ) (14.5 ) (20.5 ) — (65.9 ) Net loss $ (200.1 ) $ (137.3 ) $ (67.4 ) $ 204.7 $ (200.1 ) 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 COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2020 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net loss $ (120.1 ) $ (82.9 ) $ (42.2 ) $ 125.1 $ (120.1 ) Other comprehensive income, net of tax: Foreign currency translation adjustments, net — — 8.2 — 8.2 Unrealized gains on derivative contracts, net 30.0 — — — 30.0 Amortization of prior service costs and actuarial losses, net 7.6 — 1.4 — 9.0 Total other comprehensive income, net of tax 37.6 — 9.6 — 47.2 Comprehensive loss $ (82.5 ) $ (82.9 ) $ (32.6 ) $ 125.1 $ (72.9 ) CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Six Months Ended June 30, 2020 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net loss $ (200.1 ) $ (137.3 ) $ (67.4 ) $ 204.7 $ (200.1 ) Other comprehensive income, net of tax: Foreign currency translation adjustments, net — — (0.8 ) — (0.8 ) Unrealized gains on derivative contracts, net 12.1 — — — 12.1 Amortization of prior service costs and actuarial losses, net 15.5 — 2.7 — 18.2 Total other comprehensive income, net of tax 27.6 — 1.9 — 29.5 Comprehensive loss $ (172.5 ) $ (137.3 ) $ (65.5 ) $ 204.7 $ (170.6 ) 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 CASH FLOWS Six Months Ended June 30, 2020 (In millions) (Unaudited) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ 219.1 $ — $ (163.7 ) $ — $ 55.4 Investing Activities Capital expenditures (61.5 ) — (105.0 ) — (166.5 ) Payments under ethylene long-term supply contracts — — (461.0 ) — (461.0 ) Payments under other long-term supply contracts — — (75.8 ) — (75.8 ) Net investing activities (61.5 ) — (641.8 ) — (703.3 ) Financing Activities Long-term debt: Borrowings 672.5 — 490.7 — 1,163.2 Repayments (175.8 ) — (250.0 ) — (425.8 ) Stock options exercised 0.5 — — — 0.5 Dividends paid (63.1 ) — — — (63.1 ) Debt issuance costs (9.6 ) — — — (9.6 ) Intercompany financing activities (536.8 ) — 536.8 — — Net financing activities (112.3 ) — 777.5 — 665.2 Effect of exchange rate changes on cash and cash equivalents — — (0.3 ) — (0.3 ) Net increase (decrease) in cash and cash equivalents 45.3 — (28.3 ) — 17.0 Cash and cash equivalents, beginning of year 11.6 — 209.3 — 220.9 Cash and cash equivalents, end of period $ 56.9 $ — $ 181.0 $ — $ 237.9 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 year 92.0 — 86.8 — 178.8 Cash and cash equivalents, end of period $ 3.7 $ — $ 123.2 $ — $ 126.9 |