| SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION |
SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION
In October 2015, Blue Cube Spinco Inc. (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 TDCC and upon closing of the Acquisition became a 100% owned subsidiary of Olin (the Parent Guarantor). The Exchange Notes are fully and unconditionally guaranteed by the Parent Guarantor.
The following condensed consolidating financial information presents the condensed consolidating balance sheets as of September 30, 2017, December 31, 2016 and September 30, 2016, the related condensed consolidating statements of operations and comprehensive income (loss) for each of the three and nine months ended September 30, 2017 and 2016, and the related statements of cash flows for the nine months ended September 30, 2017 and 2016, 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 | September 30, 2017 | (In millions) | (Unaudited) | | | | | | | | | | | | Parent Guarantor | | Issuer | | Subsidiary
Non-Guarantor | | Eliminations | | Total | Assets | | | | | | | | | | Current assets: | | | | | | | | | | Cash and cash equivalents | $ | 36.9 |
| | $ | — |
| | $ | 219.0 |
| | $ | — |
| | $ | 255.9 |
| Receivables, net | 106.0 |
| | — |
| | 623.5 |
| | — |
| | 729.5 |
| Intercompany receivables | — |
| | — |
| | 1,948.4 |
| | (1,948.4 | ) | | — |
| Income taxes receivable | 13.4 |
| | — |
| | 4.6 |
| | (2.1 | ) | | 15.9 |
| Inventories | 172.2 |
| | — |
| | 517.3 |
| | — |
| | 689.5 |
| Other current assets | 180.5 |
| | — |
| | 5.0 |
| | (158.4 | ) | | 27.1 |
| Total current assets | 509.0 |
| | — |
| | 3,317.8 |
| | (2,108.9 | ) | | 1,717.9 |
| Property, plant and equipment, net | 513.0 |
| | — |
| | 3,066.2 |
| | — |
| | 3,579.2 |
| Investment in subsidiaries | 6,155.3 |
| | 3,828.7 |
| | — |
| | (9,984.0 | ) | | — |
| Deferred income taxes | 140.9 |
| | — |
| | 127.0 |
| | (126.8 | ) | | 141.1 |
| Other assets | 45.5 |
| | — |
| | 1,170.1 |
| | — |
| | 1,215.6 |
| Long-term receivables—affiliates | — |
| | 2,174.0 |
| | — |
| | (2,174.0 | ) | | — |
| Intangible assets, net | 0.3 |
| | 5.7 |
| | 586.9 |
| | — |
| | 592.9 |
| Goodwill | — |
| | 966.3 |
| | 1,153.5 |
| | — |
| | 2,119.8 |
| Total assets | $ | 7,364.0 |
| | $ | 6,974.7 |
| | $ | 9,421.5 |
| | $ | (14,393.7 | ) | | $ | 9,366.5 |
| Liabilities and Shareholders' Equity | | | | | | | | | | Current liabilities: | | | | | | | | | | Current installments of long-term debt | $ | 0.7 |
| | $ | 68.8 |
| | $ | 12.2 |
| | $ | — |
| | $ | 81.7 |
| Accounts payable | 69.6 |
| | — |
| | 548.3 |
| | (4.4 | ) | | 613.5 |
| Intercompany payables | 1,948.4 |
| | — |
| | — |
| | (1,948.4 | ) | | — |
| Income taxes payable | — |
| | — |
| | 11.7 |
| | (2.1 | ) | | 9.6 |
| Accrued liabilities | 146.0 |
| | — |
| | 305.0 |
| | (156.5 | ) | | 294.5 |
| Total current liabilities | 2,164.7 |
| | 68.8 |
| | 877.2 |
| | (2,111.4 | ) | | 999.3 |
| Long-term debt | 944.1 |
| | 2,470.1 |
| | 249.3 |
| | — |
| | 3,663.5 |
| Accrued pension liability | 405.7 |
| | — |
| | 213.0 |
| | — |
| | 618.7 |
| Deferred income taxes | — |
| | 250.5 |
| | 931.8 |
| | (126.8 | ) | | 1,055.5 |
| Long-term payables—affiliates | 1,267.2 |
| | — |
| | 906.8 |
| | (2,174.0 | ) | | — |
| Other liabilities | 283.8 |
| | 5.6 |
| | 441.6 |
| | — |
| | 731.0 |
| Total liabilities | 5,065.5 |
| | 2,795.0 |
| | 3,619.7 |
| | (4,412.2 | ) | | 7,068.0 |
| Commitments and contingencies | | | | | | | | | | Shareholders' equity: | | | | | | | | | | Common stock | 166.4 |
| | — |
| | 14.6 |
| | (14.6 | ) | | 166.4 |
| Additional paid-in capital | 2,267.7 |
| | 4,125.7 |
| | 4,808.2 |
| | (8,933.9 | ) | | 2,267.7 |
| Accumulated other comprehensive loss | (470.0 | ) | | — |
| | (5.7 | ) | | 5.7 |
| | (470.0 | ) | Retained earnings | 334.4 |
| | 54.0 |
| | 984.7 |
| | (1,038.7 | ) | | 334.4 |
| Total shareholders' equity | 2,298.5 |
| | 4,179.7 |
| | 5,801.8 |
| | (9,981.5 | ) | | 2,298.5 |
| Total liabilities and shareholders' equity | $ | 7,364.0 |
| | $ | 6,974.7 |
| | $ | 9,421.5 |
| | $ | (14,393.7 | ) | | $ | 9,366.5 |
|
| | | | | | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING BALANCE SHEETS | December 31, 2016 | (In millions) | (Unaudited) | | | | | | | | | | | | Parent Guarantor | | Issuer | | Subsidiary
Non-Guarantor | | Eliminations | | Total | Assets | | | | | | | | | | Current assets: | | | | | | | | | | Cash and cash equivalents | $ | 25.2 |
| | $ | — |
| | $ | 159.3 |
| | $ | — |
| | $ | 184.5 |
| Receivables, net | 88.3 |
| | — |
| | 586.7 |
| | — |
| | 675.0 |
| Intercompany receivables | — |
| | — |
| | 1,912.3 |
| | (1,912.3 | ) | | — |
| Income taxes receivable | 19.0 |
| | — |
| | 7.3 |
| | (0.8 | ) | | 25.5 |
| Inventories | 167.7 |
| | — |
| | 462.7 |
| | — |
| | 630.4 |
| Other current assets | 164.7 |
| | 3.4 |
| | 1.2 |
| | (138.5 | ) | | 30.8 |
| Total current assets | 464.9 |
| | 3.4 |
| | 3,129.5 |
| | (2,051.6 | ) | | 1,546.2 |
| Property, plant and equipment, net | 510.1 |
| | — |
| | 3,194.8 |
| | — |
| | 3,704.9 |
| Investment in subsidiaries | 6,035.2 |
| | 3,734.7 |
| | — |
| | (9,769.9 | ) | | — |
| Deferred income taxes | 133.5 |
| | — |
| | 103.5 |
| | (117.5 | ) | | 119.5 |
| Other assets | 48.1 |
| | — |
| | 596.3 |
| | — |
| | 644.4 |
| Long-term receivables—affiliates | — |
| | 2,194.2 |
| | — |
| | (2,194.2 | ) | | — |
| Intangible assets, net | 0.4 |
| | 5.7 |
| | 623.5 |
| | — |
| | 629.6 |
| Goodwill | — |
| | 966.3 |
| | 1,151.7 |
| | — |
| | 2,118.0 |
| Total assets | $ | 7,192.2 |
| | $ | 6,904.3 |
| | $ | 8,799.3 |
| | $ | (14,133.2 | ) | | $ | 8,762.6 |
| Liabilities and Shareholders' Equity | | | | | | | | | | Current liabilities: | | | | | | | | | | Current installments of long-term debt | $ | 0.6 |
| | $ | 67.5 |
| | $ | 12.4 |
| | $ | — |
| | $ | 80.5 |
| Accounts payable | 45.3 |
| | — |
| | 527.4 |
| | (1.9 | ) | | 570.8 |
| Intercompany payables | 1,882.8 |
| | 29.5 |
| | — |
| | (1,912.3 | ) | | — |
| Income taxes payable | — |
| | — |
| | 8.3 |
| | (0.8 | ) | | 7.5 |
| Accrued liabilities | 124.9 |
| | — |
| | 277.5 |
| | (138.6 | ) | | 263.8 |
| Total current liabilities | 2,053.6 |
| | 97.0 |
| | 825.6 |
| | (2,053.6 | ) | | 922.6 |
| Long-term debt | 913.9 |
| | 2,413.3 |
| | 209.9 |
| | — |
| | 3,537.1 |
| Accrued pension liability | 453.7 |
| | — |
| | 184.4 |
| | — |
| | 638.1 |
| Deferred income taxes | — |
| | 223.6 |
| | 926.4 |
| | (117.5 | ) | | 1,032.5 |
| Long-term payables—affiliates | 1,209.1 |
| | — |
| | 985.1 |
| | (2,194.2 | ) | | — |
| Other liabilities | 288.9 |
| | 6.6 |
| | 63.8 |
| | — |
| | 359.3 |
| Total liabilities | 4,919.2 |
| | 2,740.5 |
| | 3,195.2 |
| | (4,365.3 | ) | | 6,489.6 |
| Commitments and contingencies | | | | | | | | | | Shareholders' equity: | | | | | | | | | | Common stock | 165.4 |
| | — |
| | 14.6 |
| | (14.6 | ) | | 165.4 |
| Additional paid-in capital | 2,243.8 |
| | 4,125.7 |
| | 4,808.2 |
| | (8,933.9 | ) | | 2,243.8 |
| Accumulated other comprehensive loss | (510.0 | ) | | — |
| | (7.0 | ) | | 7.0 |
| | (510.0 | ) | Retained earnings | 373.8 |
| | 38.1 |
| | 788.3 |
| | (826.4 | ) | | 373.8 |
| Total shareholders' equity | 2,273.0 |
| | 4,163.8 |
| | 5,604.1 |
| | (9,767.9 | ) | | 2,273.0 |
| Total liabilities and shareholders' equity | $ | 7,192.2 |
| | $ | 6,904.3 |
| | $ | 8,799.3 |
| | $ | (14,133.2 | ) | | $ | 8,762.6 |
|
| | | | | | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING BALANCE SHEETS | September 30, 2016 | (In millions) | (Unaudited) | | | | | | | | | | | | Parent Guarantor | | Issuer | | Subsidiary
Non-Guarantor | | Eliminations | | Total | Assets | | | | | | | | | | Current assets: | | | | | | | | | | Cash and cash equivalents | $ | 15.5 |
| | $ | — |
| | $ | 111.5 |
| | $ | — |
| | $ | 127.0 |
| Receivables, net | 64.4 |
| | — |
| | 679.7 |
| | — |
| | 744.1 |
| Intercompany receivables | — |
| | 8.3 |
| | 1,732.5 |
| | (1,740.8 | ) | | — |
| Income taxes receivable | 38.5 |
| | — |
| | 11.1 |
| | (0.6 | ) | | 49.0 |
| Inventories | 163.8 |
| | — |
| | 453.2 |
| | — |
| | 617.0 |
| Other current assets | 145.5 |
| | — |
| | 4.2 |
| | (133.6 | ) | | 16.1 |
| Total current assets | 427.7 |
| | 8.3 |
| | 2,992.2 |
| | (1,875.0 | ) | | 1,553.2 |
| Property, plant and equipment, net | 451.4 |
| | — |
| | 3,262.5 |
| | — |
| | 3,713.9 |
| Investment in subsidiaries | 6,000.5 |
| | 3,690.5 |
| | — |
| | (9,691.0 | ) | | — |
| Deferred income taxes | 153.7 |
| | — |
| | 90.2 |
| | (131.7 | ) | | 112.2 |
| Other assets | 40.4 |
| | — |
| | 599.9 |
| | — |
| | 640.3 |
| Long-term receivables—affiliates | — |
| | 2,211.1 |
| | — |
| | (2,211.1 | ) | | — |
| Intangible assets, net | 0.4 |
| | 5.7 |
| | 647.7 |
| | — |
| | 653.8 |
| Goodwill | — |
| | 966.3 |
| | 1,153.1 |
| | — |
| | 2,119.4 |
| Total assets | $ | 7,074.1 |
| | $ | 6,881.9 |
| | $ | 8,745.6 |
| | $ | (13,908.8 | ) | | $ | 8,792.8 |
| Liabilities and Shareholders' Equity | | | | | | | | | | Current liabilities: | | | | | | | | | | Current installments of long-term debt | $ | 0.6 |
| | $ | 67.5 |
| | $ | 12.2 |
| | $ | — |
| | $ | 80.3 |
| Accounts payable | 55.4 |
| | — |
| | 456.4 |
| | (2.1 | ) | | 509.7 |
| Intercompany payables | 1,740.8 |
| | — |
| | — |
| | (1,740.8 | ) | | — |
| Income taxes payable | — |
| | — |
| | 13.9 |
| | (0.6 | ) | | 13.3 |
| Accrued liabilities | 158.1 |
| | — |
| | 266.8 |
| | (133.4 | ) | | 291.5 |
| Total current liabilities | 1,954.9 |
| | 67.5 |
| | 749.3 |
| | (1,876.9 | ) | | 894.8 |
| Long-term debt | 1,154.9 |
| | 2,430.3 |
| | 12.3 |
| | — |
| | 3,597.5 |
| Accrued pension liability | 141.3 |
| | — |
| | 456.4 |
| | — |
| | 597.7 |
| Deferred income taxes | — |
| | 241.5 |
| | 926.8 |
| | (131.7 | ) | | 1,036.6 |
| Long-term payables—affiliates | 1,226.0 |
| | — |
| | 985.1 |
| | (2,211.1 | ) | | — |
| Other liabilities | 266.3 |
| | — |
| | 69.2 |
| | — |
| | 335.5 |
| Total liabilities | 4,743.4 |
| | 2,739.3 |
| | 3,199.1 |
| | (4,219.7 | ) | | 6,462.1 |
| Commitments and contingencies | | | | | | | | | | Shareholders' equity: | | | | | | | | | | Common stock | 165.3 |
| | — |
| | 15.1 |
| | (15.1 | ) | | 165.3 |
| Additional paid-in capital | 2,242.8 |
| | 4,125.7 |
| | 4,750.5 |
| | (8,876.2 | ) | | 2,242.8 |
| Accumulated other comprehensive loss | (466.7 | ) | | — |
| | (20.7 | ) | | 20.7 |
| | (466.7 | ) | Retained earnings | 389.3 |
| | 16.9 |
| | 801.6 |
| | (818.5 | ) | | 389.3 |
| Total shareholders' equity | 2,330.7 |
| | 4,142.6 |
| | 5,546.5 |
| | (9,689.1 | ) | | 2,330.7 |
| Total liabilities and shareholders' equity | $ | 7,074.1 |
| | $ | 6,881.9 |
| | $ | 8,745.6 |
| | $ | (13,908.8 | ) | | $ | 8,792.8 |
|
| | | | | | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | Nine Months Ended September 30, 2017 | (In millions) | (Unaudited) | | | | | | | | | | | | Parent Guarantor | | Issuer | | Subsidiary
Non-Guarantor | | Eliminations | | Total | Sales | $ | 1,000.9 |
| | $ | — |
| | $ | 3,976.9 |
| | $ | (329.3 | ) | | $ | 4,648.5 |
| Operating expenses: | | | | | | | | | | Cost of goods sold | 883.3 |
| | — |
| | 3,589.4 |
| | (329.3 | ) | | 4,143.4 |
| Selling and administration | 99.7 |
| | — |
| | 154.9 |
| | — |
| | 254.6 |
| Restructuring charges | — |
| | — |
| | 25.9 |
| | — |
| | 25.9 |
| Acquisition-related costs | 12.5 |
| | — |
| | — |
| | — |
| | 12.5 |
| Other operating (expense) income | (7.1 | ) | | — |
| | 7.0 |
| | — |
| | (0.1 | ) | Operating (loss) income | (1.7 | ) | | — |
| | 213.7 |
| | — |
| | 212.0 |
| Earnings of non-consolidated affiliates | 1.5 |
| | — |
| | — |
| | — |
| | 1.5 |
| Equity income (loss) in subsidiaries | 72.9 |
| | 94.0 |
| | — |
| | (166.9 | ) | | — |
| Interest expense | 33.3 |
| | 123.8 |
| | 5.5 |
| | (4.6 | ) | | 158.0 |
| Interest income | 4.7 |
| | — |
| | 0.9 |
| | (4.6 | ) | | 1.0 |
| Income (loss) before taxes | 44.1 |
| | (29.8 | ) | | 209.1 |
| | (166.9 | ) | | 56.5 |
| Income tax (benefit) provision | (16.1 | ) | | (45.7 | ) | | 58.1 |
| | — |
| | (3.7 | ) | Net income (loss) | $ | 60.2 |
| | $ | 15.9 |
| | $ | 151.0 |
| | $ | (166.9 | ) | | $ | 60.2 |
|
| | | | | | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | Three Months Ended September 30, 2017 | (In millions) | (Unaudited) | | | | | | | | | | | | Parent Guarantor | | Issuer | | Subsidiary
Non-Guarantor | | Eliminations | | Total | Sales | $ | 348.0 |
| | $ | — |
| | $ | 1,321.8 |
| | $ | (114.9 | ) | | $ | 1,554.9 |
| Operating expenses: | | | | | | | | | | Cost of goods sold | 313.8 |
| | — |
| | 1,146.7 |
| | (114.9 | ) | | 1,345.6 |
| Selling and administration | 31.1 |
| | — |
| | 55.3 |
| | — |
| | 86.4 |
| Restructuring charges | — |
| | — |
| | 9.2 |
| | — |
| | 9.2 |
| Acquisition-related costs | 1.1 |
| | — |
| | — |
| | — |
| | 1.1 |
| Other operating (expense) income | (2.6 | ) | | — |
| | 2.6 |
| | — |
| | — |
| Operating (loss) income | (0.6 | ) | | — |
| | 113.2 |
| | — |
| | 112.6 |
| Earnings of non-consolidated affiliates | 0.5 |
| | — |
| | — |
| | — |
| | 0.5 |
| Equity income (loss) in subsidiaries | 54.5 |
| | 54.7 |
| | — |
| | (109.2 | ) | | — |
| Interest expense | 11.9 |
| | 41.0 |
| | 1.5 |
| | (1.3 | ) | | 53.1 |
| Interest income | 1.7 |
| | — |
| | — |
| | (1.3 | ) | | 0.4 |
| Income (loss) before taxes | 44.2 |
| | 13.7 |
| | 111.7 |
| | (109.2 | ) | | 60.4 |
| Income tax (benefit) provision | (8.5 | ) | | (15.0 | ) | | 31.2 |
| | — |
| | 7.7 |
| Net income (loss) | $ | 52.7 |
| | $ | 28.7 |
| | $ | 80.5 |
| | $ | (109.2 | ) | | $ | 52.7 |
|
| | | | | | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | Nine Months Ended September 30, 2016 | (In millions) | (Unaudited) | | | | | | | | | | | | Parent Guarantor | | Issuer | | Subsidiary
Non-Guarantor | | Eliminations | | Total | Sales | $ | 1,009.6 |
| | $ | — |
| | $ | 3,545.3 |
| | $ | (390.0 | ) | | $ | 4,164.9 |
| Operating expenses: | | | | | | | | | | Cost of goods sold | 861.3 |
| | — |
| | 3,225.4 |
| | (390.0 | ) | | 3,696.7 |
| Selling and administration | 106.2 |
| | — |
| | 143.2 |
| | — |
| | 249.4 |
| Restructuring charges | 0.8 |
| | — |
| | 105.4 |
| | — |
| | 106.2 |
| Acquisition-related costs | 39.6 |
| | — |
| | — |
| | — |
| | 39.6 |
| Other operating (expense) income | (1.7 | ) | | — |
| | 12.2 |
| | — |
| | 10.5 |
| Operating income | — |
| | — |
| | 83.5 |
| | — |
| | 83.5 |
| Earnings of non-consolidated affiliates | 1.1 |
| | — |
| | — |
| | — |
| | 1.1 |
| Equity (loss) income in subsidiaries | (6.2 | ) | | 94.8 |
| | — |
| | (88.6 | ) | | — |
| Interest expense | 30.6 |
| | 114.0 |
| | 3.2 |
| | (4.2 | ) | | 143.6 |
| Interest income | 2.3 |
| | — |
| | 3.2 |
| | (4.2 | ) | | 1.3 |
| Income (loss) before taxes | (33.4 | ) | | (19.2 | ) | | 83.5 |
| | (88.6 | ) | | (57.7 | ) | Income tax (benefit) provision | (12.0 | ) | | (40.7 | ) | | 16.4 |
| | — |
| | (36.3 | ) | Net (loss) income | $ | (21.4 | ) | | $ | 21.5 |
| | $ | 67.1 |
| | $ | (88.6 | ) | | $ | (21.4 | ) |
| | | | | | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | Three Months Ended September 30, 2016 | (In millions) | (Unaudited) | | | | | | | | | | | | Parent Guarantor | | Issuer | | Subsidiary
Non-Guarantor | | Eliminations | | Total | Sales | $ | 359.1 |
| | $ | — |
| | $ | 1,249.3 |
| | $ | (155.7 | ) | | $ | 1,452.7 |
| Operating expenses: | | | | | | | | | | Cost of goods sold | 300.6 |
| | — |
| | 1,139.5 |
| | (155.7 | ) | | 1,284.4 |
| Selling and administration | 33.4 |
| | — |
| | 48.6 |
| | — |
| | 82.0 |
| Restructuring charges | 0.2 |
| | — |
| | 5.0 |
| | — |
| | 5.2 |
| Acquisition-related costs | 14.3 |
| | — |
| | (1.2 | ) | | — |
| | 13.1 |
| Other operating (expense) income | (0.6 | ) | | — |
| | 0.4 |
| | — |
| | (0.2 | ) | Operating income | 10.0 |
| | — |
| | 57.8 |
| | — |
| | 67.8 |
| Earnings of non-consolidated affiliates | 0.5 |
| | — |
| | — |
| | — |
| | 0.5 |
| Equity income (loss) in subsidiaries | 15.0 |
| | 35.5 |
| | — |
| | (50.5 | ) | | — |
| Interest expense | 9.6 |
| | 38.0 |
| | 1.3 |
| | (1.4 | ) | | 47.5 |
| Interest income | 0.8 |
| | — |
| | 1.1 |
| | (1.4 | ) | | 0.5 |
| Income (loss) before taxes | 16.7 |
| | (2.5 | ) | | 57.6 |
| | (50.5 | ) | | 21.3 |
| Income tax (benefit) provision | (0.8 | ) | | (12.5 | ) | | 17.1 |
| | — |
| | 3.8 |
| Net income (loss) | $ | 17.5 |
| | $ | 10.0 |
| | $ | 40.5 |
| | $ | (50.5 | ) | | $ | 17.5 |
|
| | | | | | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | Nine Months Ended September 30, 2017 | (In millions) | (Unaudited) | | | | | | | | | | | | Parent Guarantor | | Issuer | | Subsidiary
Non-Guarantor | | Eliminations | | Total | Net income (loss) | $ | 60.2 |
| | $ | 15.9 |
| | $ | 151.0 |
| | $ | (166.9 | ) | | $ | 60.2 |
| Other comprehensive income, net of tax: | | | | | | | | | | Foreign currency translation adjustments, net | — |
| | — |
| | 31.7 |
| | — |
| | 31.7 |
| Unrealized losses on derivative contracts, net | (4.4 | ) | | — |
| | — |
| | — |
| | (4.4 | ) | Amortization of prior service costs and actuarial losses, net | 11.6 |
| | — |
| | 1.1 |
| | — |
| | 12.7 |
| Total other comprehensive income, net of tax | 7.2 |
| | — |
| | 32.8 |
| | — |
| | 40.0 |
| Comprehensive income (loss) | $ | 67.4 |
| | $ | 15.9 |
| | $ | 183.8 |
| | $ | (166.9 | ) | | $ | 100.2 |
|
| | | | | | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | Three Months Ended September 30, 2017 | (In millions) | (Unaudited) | | | | | | | | | | | | Parent Guarantor | | Issuer | | Subsidiary
Non-Guarantor | | Eliminations | | Total | Net income (loss) | $ | 52.7 |
| | $ | 28.7 |
| | $ | 80.5 |
| | $ | (109.2 | ) | | $ | 52.7 |
| Other comprehensive income, net of tax: | | | | | | | | | | Foreign currency translation adjustments, net | — |
| | — |
| | 9.8 |
| | — |
| | 9.8 |
| Unrealized gains on derivative contracts, net | 1.3 |
| | — |
| | — |
| | — |
| | 1.3 |
| Amortization of prior service costs and actuarial losses, net | 3.6 |
| | — |
| | 0.7 |
| | — |
| | 4.3 |
| Total other comprehensive income, net of tax | 4.9 |
| | — |
| | 10.5 |
| | — |
| | 15.4 |
| Comprehensive income (loss) | $ | 57.6 |
| | $ | 28.7 |
| | $ | 91.0 |
| | $ | (109.2 | ) | | $ | 68.1 |
|
| | | | | | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | Nine Months Ended September 30, 2016 | (In millions) | (Unaudited) | | | | | | | | | | | | Parent Guarantor | | Issuer | | Subsidiary
Non-Guarantor | | Eliminations | | Total | Net (loss) income | $ | (21.4 | ) | | $ | 21.5 |
| | $ | 67.1 |
| | $ | (88.6 | ) | | $ | (21.4 | ) | Other comprehensive income, net of tax: | | | | | | | | | | Foreign currency translation adjustments, net | — |
| | — |
| | 9.3 |
| | — |
| | 9.3 |
| Unrealized gains on derivative contracts, net | 3.8 |
| | — |
| | — |
| | — |
| | 3.8 |
| Pension and postretirement liability adjustments, net
| 3.1 |
| | — |
| | — |
| | — |
| | 3.1 |
| Amortization of prior service costs and actuarial losses, net | 8.6 |
| | — |
| | 1.0 |
| | — |
| | 9.6 |
| Total other comprehensive income, net of tax | 15.5 |
| | — |
| | 10.3 |
| | — |
| | 25.8 |
| Comprehensive (loss) income | $ | (5.9 | ) | | $ | 21.5 |
| | $ | 77.4 |
| | $ | (88.6 | ) | | $ | 4.4 |
|
| | | | | | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | Three Months Ended September 30, 2016 | (In millions) | (Unaudited) | | | | | | | | | | | | Parent Guarantor | | Issuer | | Subsidiary
Non-Guarantor | | Eliminations | | Total | Net income (loss) | $ | 17.5 |
| | $ | 10.0 |
| | $ | 40.5 |
| | $ | (50.5 | ) | | $ | 17.5 |
| Other comprehensive income, net of tax: | | | | | | | | | | Foreign currency translation adjustments, net | — |
| | — |
| | 4.6 |
| | — |
| | 4.6 |
| Unrealized gains on derivative contracts, net | 2.6 |
| | — |
| | — |
| | — |
| | 2.6 |
| Pension and postretirement liability adjustments, net
| 3.1 |
| | — |
| | — |
| | — |
| | 3.1 |
| Amortization of prior service costs and actuarial losses, net | 1.9 |
| | — |
| | 0.4 |
| | — |
| | 2.3 |
| Total other comprehensive income, net of tax | 7.6 |
| | — |
| | 5.0 |
| | — |
| | 12.6 |
| Comprehensive income (loss) | $ | 25.1 |
| | $ | 10.0 |
| | $ | 45.5 |
| | $ | (50.5 | ) | | $ | 30.1 |
|
| | | | | | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS | Nine Months Ended September 30, 2017 | (In millions) | (Unaudited) | | | | | | | | | | | | Parent Guarantor | | Issuer | | Subsidiary
Non-Guarantor | | Eliminations | | Total | Net operating activities | $ | 290.3 |
| | $ | — |
| | $ | 164.8 |
| | $ | — |
| | $ | 455.1 |
| Investing Activities | | | | | | | | | | Capital expenditures | (64.5 | ) | | — |
| | (145.5 | ) | | — |
| | (210.0 | ) | Payments under long-term supply contracts | — |
| | — |
| | (209.4 | ) | | — |
| | (209.4 | ) | Proceeds from disposition of property, plant and equipment | — |
| | — |
| | 0.1 |
| | — |
| | 0.1 |
| Net investing activities | (64.5 | ) | | — |
| | (354.8 | ) | | — |
| | (419.3 | ) | Financing Activities | | | | | | | | | | Long-term debt: | | | | | | | | | | Borrowings | 620.0 |
| | 1,375.0 |
| | 40.0 |
| | — |
| | 2,035.0 |
| Repayments | (590.5 | ) | | (1,316.9 | ) | | — |
| | — |
| | (1,907.4 | ) | Stock options exercised | 18.5 |
| | — |
| | — |
| | — |
| | 18.5 |
| Dividends paid | (99.6 | ) | | — |
| | — |
| | — |
| | (99.6 | ) | Debt issuance costs | (8.3 | ) | | (2.9 | ) | | — |
| | — |
| | (11.2 | ) | Intercompany financing activities | (154.2 | ) | | (55.2 | ) | | 209.4 |
| | — |
| | — |
| Net financing activities | (214.1 | ) | | — |
| | 249.4 |
| | — |
| | 35.3 |
| Effect of exchange rate changes on cash and cash equivalents | — |
| | — |
| | 0.3 |
| | — |
| | 0.3 |
| Net increase in cash and cash equivalents | 11.7 |
| | — |
| | 59.7 |
| | — |
| | 71.4 |
| Cash and cash equivalents, beginning of period | 25.2 |
| | — |
| | 159.3 |
| | — |
| | 184.5 |
| Cash and cash equivalents, end of period | $ | 36.9 |
| | $ | — |
| | $ | 219.0 |
| | $ | — |
| | $ | 255.9 |
|
| | | | | | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS | Nine Months Ended September 30, 2016 | (In millions) | (Unaudited) | | | | | | | | | | | | Parent Guarantor | | Issuer | | Subsidiary
Non-Guarantor | | Eliminations | | Total | Net operating activities | $ | 409.0 |
| | $ | — |
| | $ | (1.9 | ) | | $ | — |
| | $ | 407.1 |
| Investing Activities | | | | | | | | | | Capital expenditures | (39.2 | ) | | — |
| | (160.2 | ) | | — |
| | (199.4 | ) | Business acquired in purchase transaction, 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 | 0.1 |
| | — |
| | 0.3 |
| | — |
| | 0.4 |
| Proceeds from disposition of affiliated companies | 6.6 |
| | — |
| | — |
| | — |
| | 6.6 |
| Net investing activities | (102.0 | ) | | — |
| | (295.2 | ) | | — |
| | (397.2 | ) | Financing Activities | | | | | | | | | | Long-term debt repayments | (125.5 | ) | | (50.6 | ) | | — |
| | — |
| | (176.1 | ) | Stock options exercised | 0.4 |
| | — |
| | — |
| | — |
| | 0.4 |
| Dividends paid | (99.1 | ) | | — |
| | — |
| | — |
| | (99.1 | ) | Debt and equity issuance costs | — |
| | (0.8 | ) | | — |
| | — |
| | (0.8 | ) | Intercompany financing activities | (186.7 | ) | | 51.4 |
| | 135.3 |
| | — |
| | — |
| Net financing activities | (410.9 | ) | | — |
| | 135.3 |
| | — |
| | (275.6 | ) | Effect of exchange rate changes on cash and cash equivalents | — |
| | — |
| | 0.7 |
| | — |
| | 0.7 |
| Net decrease in cash and cash equivalents | (103.9 | ) | | — |
| | (161.1 | ) | | — |
| | (265.0 | ) | Cash and cash equivalents, beginning of period | 119.4 |
| | — |
| | 272.6 |
| | — |
| | 392.0 |
| Cash and cash equivalents, end of period | $ | 15.5 |
| | $ | — |
| | $ | 111.5 |
| | $ | — |
| | $ | 127.0 |
|
|