Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 31, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Entity Registrant Name | Olin Corporation | ||
Entity Central Index Key | 74,303 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 165,430,330 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 4,062,589,377 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 184.5 | $ 392 |
Receivables, net | 675 | 783.4 |
Income taxes receivable | 25.5 | 32.9 |
Inventories | 630.4 | 685.2 |
Other current assets | 30.8 | 39.9 |
Total current assets | 1,546.2 | 1,933.4 |
Property, plant and equipment, net | 3,704.9 | 3,953.4 |
Deferred income taxes | 119.5 | 95.9 |
Other assets | 644.4 | 454.6 |
Intangible assets, net | 629.6 | 677.5 |
Goodwill | 2,118 | 2,174.1 |
Total assets | 8,762.6 | 9,288.9 |
Current liabilities: | ||
Current installments of long-term debt | 80.5 | 205 |
Accounts payable | 570.8 | 608.2 |
Income taxes payable | 7.5 | 4.9 |
Accrued liabilities | 263.8 | 328.1 |
Total current liabilities | 922.6 | 1,146.2 |
Long-term debt | 3,537.1 | 3,643.8 |
Accrued pension liability | 638.1 | 648.9 |
Deferred income taxes | 1,032.5 | 1,095.2 |
Other liabilities | 359.3 | 336 |
Total liabilities | 6,489.6 | 6,870.1 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Commons stock, par value $1 per share: Authorized, 240.0 shares; Issued and outstanding, 165.4 shares (165.1 in 2015) | 165.4 | 165.1 |
Additional paid-in capital | 2,243.8 | 2,236.4 |
Accumulated other comprehensive loss | (510) | (492.5) |
Retained earnings | 373.8 | 509.8 |
Total shareholders' equity | 2,273 | 2,418.8 |
Total liabilities and shareholders' equity | $ 8,762.6 | $ 9,288.9 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Shareholders' Equity: | ||
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, authorized (in shares) | 240 | 240 |
Common stock, issued (in shares) | 165.4 | 165.1 |
Common stock, outstanding (in shares) | 165.4 | 165.1 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | 74 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||||||||||||
Sales | $ 1,385.7 | $ 1,452.7 | $ 1,364 | $ 1,348.2 | $ 1,267.4 | $ 533.6 | $ 535.4 | $ 518 | $ 5,550.6 | $ 2,854.4 | $ 2,241.2 | |
Operating expenses: | ||||||||||||
Cost of goods sold | 1,227 | 1,284.4 | 1,236.9 | 1,175.4 | 1,148.1 | 460 | 445.5 | 433.2 | 4,923.7 | 2,486.8 | 1,853.2 | |
Selling and administration | 323.2 | 186.3 | 166.1 | |||||||||
Restructuring charges | 112.9 | 2.7 | 15.7 | $ 190.2 | ||||||||
Acquisition-related costs | 48.8 | 123.4 | 4.2 | |||||||||
Other operating income | 10.6 | 45.7 | 1.5 | |||||||||
Operating income | 152.6 | 100.9 | 203.5 | |||||||||
Earnings of non-consolidated affiliates | 1.7 | 1.7 | 1.7 | |||||||||
Interest expense | 191.9 | 97 | 43.8 | |||||||||
Interest income | 3.4 | 1.1 | 1.3 | |||||||||
Income (loss) from continuing operations before taxes | (34.2) | 6.7 | 162.7 | |||||||||
Income tax (benefit) provision | (30.3) | 8.1 | 57.7 | |||||||||
Income (loss) from continuing operations | (3.9) | (1.4) | 105 | |||||||||
Income from discontinued operations, net | 0 | 0 | 0.7 | |||||||||
Net (loss) income | $ 17.5 | $ 17.5 | $ (1) | $ (37.9) | $ (62.7) | $ 5.9 | $ 42.3 | $ 13.1 | $ (3.9) | $ (1.4) | $ 105.7 | |
Basic (loss) income per common share: | ||||||||||||
Income (loss) from continuing operations | $ (0.02) | $ (0.01) | $ 1.33 | |||||||||
Income from discontinued operations, net | 0 | 0 | 0.01 | |||||||||
Net (loss) income | $ 0.11 | $ 0.11 | $ (0.01) | $ (0.23) | $ (0.39) | $ 0.08 | $ 0.55 | $ 0.17 | (0.02) | (0.01) | 1.34 | |
Diluted (loss) income per common share: | ||||||||||||
Income (loss) from continuing operations | (0.02) | (0.01) | 1.32 | |||||||||
Income from discontinued operations, net | 0 | 0 | 0.01 | |||||||||
Net (loss) income | $ 0.10 | $ 0.11 | $ (0.01) | $ (0.23) | $ (0.39) | $ 0.08 | $ 0.54 | $ 0.17 | $ (0.02) | $ (0.01) | $ 1.33 | |
Average common shares outstanding: | ||||||||||||
Basic | 165.2 | 103.4 | 78.6 | |||||||||
Diluted | 165.2 | 103.4 | 79.7 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statement of Comprehensive Income [Abstract] | |||||||||||
Net (loss) income | $ 17.5 | $ 17.5 | $ (1) | $ (37.9) | $ (62.7) | $ 5.9 | $ 42.3 | $ 13.1 | $ (3.9) | $ (1.4) | $ 105.7 |
Other comprehensive loss, net of tax: | |||||||||||
Foreign currency translation adjustments, net | (12) | (9.8) | (1.8) | ||||||||
Unrealized gains (losses) on derivative contracts, net | 19.7 | (2.7) | (5.1) | ||||||||
Pension and postretirement liability adjustments, net | (37.5) | (78.8) | (86.6) | ||||||||
Amortization of prior service costs and actuarial losses, net | 12.3 | 41.9 | 15.5 | ||||||||
Total other comprehensive loss, net of tax | (17.5) | (49.4) | (78) | ||||||||
Comprehensive (loss) income | $ (21.4) | $ (50.8) | $ 27.7 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings |
Balance (in shares) at Dec. 31, 2013 | 79.4 | ||||
Balance at Dec. 31, 2013 | $ 1,101.1 | $ 79.4 | $ 838.8 | $ (365.1) | $ 548 |
Net (loss) income | 105.7 | 0 | 0 | 0 | 105.7 |
Other comprehensive (loss) income | (78) | 0 | 0 | (78) | 0 |
Dividends paid: | |||||
Common stock ($0.80 per share) | $ (63) | $ 0 | 0 | 0 | (63) |
Common stock repurchased and retired (in shares) | (2.5) | (2.5) | |||
Common stock repurchased and retired | $ (64.8) | $ (2.5) | (62.3) | 0 | 0 |
Common stock issued for: | |||||
Stock options exercised (in shares) | 0.5 | 0.5 | |||
Stock options exercised | $ 12.1 | $ 0.5 | 11.6 | 0 | 0 |
Other transactions (in shares) | 0 | ||||
Other transactions | (1.4) | $ 0 | (1.4) | 0 | 0 |
Stock-based compensation | 1.6 | $ 0 | 1.6 | 0 | 0 |
Balance (in shares) at Dec. 31, 2014 | 77.4 | ||||
Balance at Dec. 31, 2014 | 1,013.3 | $ 77.4 | 788.3 | (443.1) | 590.7 |
Net (loss) income | (1.4) | 0 | 0 | 0 | (1.4) |
Other comprehensive (loss) income | (49.4) | 0 | 0 | (49.4) | 0 |
Dividends paid: | |||||
Common stock ($0.80 per share) | $ (79.5) | $ 0 | 0 | 0 | (79.5) |
Common stock repurchased and retired (in shares) | 0 | ||||
Common stock repurchased and retired | $ 0 | ||||
Common stock issued for: | |||||
Stock options exercised (in shares) | 0.1 | 0.1 | |||
Stock options exercised | $ 3.1 | $ 0.1 | 3 | 0 | 0 |
Other transactions (in shares) | 0.1 | ||||
Other transactions | 2.3 | $ 0.1 | 2.2 | 0 | 0 |
Business acquired in purchase transaction, net of issuance costs (in shares) | 87.5 | ||||
Business acquired in purchase transaction, net of issuance costs | 1,525.5 | $ 87.5 | 1,438 | 0 | 0 |
Stock-based compensation | 4.9 | $ 0 | 4.9 | 0 | 0 |
Balance (in shares) at Dec. 31, 2015 | 165.1 | ||||
Balance at Dec. 31, 2015 | 2,418.8 | $ 165.1 | 2,236.4 | (492.5) | 509.8 |
Net (loss) income | (3.9) | 0 | 0 | 0 | (3.9) |
Other comprehensive (loss) income | (17.5) | 0 | 0 | (17.5) | 0 |
Dividends paid: | |||||
Common stock ($0.80 per share) | $ (132.1) | $ 0 | 0 | 0 | (132.1) |
Common stock repurchased and retired (in shares) | 0 | ||||
Common stock repurchased and retired | $ 0 | ||||
Common stock issued for: | |||||
Stock options exercised (in shares) | 0.3 | 0.3 | |||
Stock options exercised | $ 4.1 | $ 0.3 | 3.8 | 0 | 0 |
Other transactions (in shares) | 0 | ||||
Other transactions | (0.8) | $ 0 | (0.8) | 0 | 0 |
Stock-based compensation | 4.4 | $ 0 | 4.4 | 0 | 0 |
Balance (in shares) at Dec. 31, 2016 | 165.4 | ||||
Balance at Dec. 31, 2016 | $ 2,273 | $ 165.4 | $ 2,243.8 | $ (510) | $ 373.8 |
CONSOLIDATED STATEMENTS OF SHA7
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends paid (in dollars per share) | $ 0.80 | $ 0.80 | $ 0.80 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Activities | |||
Net (loss) income | $ (3.9) | $ (1.4) | $ 105.7 |
Adjustments to reconcile net income to net cash and cash equivalents provided by (used for) operating activities: | |||
Earnings of non-consolidated affiliates | (1.7) | (1.7) | (1.7) |
(Losses) gains on disposition of property, plant and equipment | 0.7 | (25.2) | (1.1) |
Stock-based compensation | 7.5 | 7.6 | 5.1 |
Depreciation and amortization | 533.5 | 228.9 | 139.1 |
Deferred income taxes | (32.7) | 5.6 | 31 |
Write-off of equipment and facility included in restructuring charges | 76.6 | 0.5 | 3.3 |
Qualified pension plan contributions | (7.3) | (0.9) | (0.8) |
Qualified pension plan income | (37.5) | (32) | (28.5) |
Change in assets and liabilities: | |||
Receivables | 38.5 | (115.1) | 25.8 |
Income taxes receivable/payable | 10.7 | (12.6) | (27.8) |
Inventories | 23.9 | (1.7) | (23.6) |
Other current assets | 20.9 | (30.6) | 1.7 |
Accounts payable and accrued liabilities | (13.1) | 185.1 | (38.5) |
Other assets | (4.3) | 37.6 | 5.2 |
Other noncurrent liabilities | (12.1) | (32.5) | (33.2) |
Other operating activities | 3.5 | 5.5 | (2.5) |
Net operating activities | 603.2 | 217.1 | 159.2 |
Investing Activities | |||
Capital expenditures | (278) | (130.9) | (71.8) |
Business acquired and related transactions, net of cash acquired | (69.5) | (408.1) | 0 |
Payments under long-term supply contract | (175.7) | 0 | 0 |
Proceeds from sale/leaseback of equipment | 40.4 | 0 | |
Proceeds from disposition of property, plant and equipment | 0.5 | 26.2 | 5.6 |
Distributions from affiliated companies, net | 8.8 | 8.8 | 0 |
Restricted cash activity, net | 0 | 0 | 4.2 |
Other investing activities | 0 | 0 | 0.3 |
Net investing activities | (473.5) | (504) | (61.7) |
Long-term debt: | |||
Borrowings | 230 | 1,275 | 150 |
Repayments | 435.3 | 730.7 | 162.4 |
Financing portion of earn out payment - SunBelt | 0 | 0 | (14.8) |
Common stock repurchased and retired | 0 | 0 | (64.8) |
Stock options exercised | 0.5 | 2.2 | 6.6 |
Excess tax benefits from stock-based compensation | 0.4 | 0.4 | 1.1 |
Dividends paid | (132.1) | (79.5) | (63) |
Debt and equity issuance costs | (1) | (45.2) | (1.2) |
Net financing activities | (337.5) | 422.2 | (148.5) |
Effect of exchange rate changes on cash and cash equivalents | 0.3 | (0.1) | 0 |
Net (decrease) increase in cash and cash equivalents | (207.5) | 135.2 | (51) |
Cash and cash equivalents, beginning of year | 392 | 256.8 | 307.8 |
Cash and cash equivalents, end of year | 184.5 | 392 | 256.8 |
Cash paid for interest and income taxes: | |||
Interest | 200.8 | 32.3 | 36.8 |
Income taxes, net of refunds | $ (2.6) | $ 5.3 | $ 49 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Olin Corporation (Olin) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO. We are a manufacturer concentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, trichloroethylene and vinylidene chloride, hydrochloric acid, hydrogen, bleach products and potassium hydroxide. The Epoxy segment produces and sells a full range of epoxy materials, including allyl chloride, epichlorohydrin, liquid epoxy resins and downstream products such as converted epoxy resins and additives. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges. On October 5, 2015 (the Closing Date), we acquired from The Dow Chemical Company (TDCC) its U.S. Chlor Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses (collectively, the Acquired Business), whose operating results are included in the accompanying financial statements since the Closing Date. For segment reporting purposes, a portion of the Acquired Business’s operating results comprise the Epoxy segment with the remaining operating results combined with Olin’s Chlor Alkali Products and Chemical Distribution segments to comprise the Chlor Alkali Products and Vinyls segment. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | ACCOUNTING POLICIES The preparation of the consolidated financial statements requires estimates and assumptions that affect amounts reported and disclosed in the financial statements and related notes. Actual results could differ from those estimates. Basis of Presentation The consolidated financial statements include the accounts of Olin and all majority-owned subsidiaries. Investment in our affiliates are accounted for on the equity method. Accordingly, we include only our share of earnings or losses of these affiliates in consolidated net (loss) income. Certain reclassifications were made to prior year amounts to conform to the 2016 presentation. Revenue Recognition Revenues are recognized on sales of product at the time the goods are shipped and the risks of ownership have passed to the customer. Shipping and handling fees billed to customers are included in sales. Allowances for estimated returns, discounts and rebates are recognized when sales are recorded and are based on various market data, historical trends and information from customers. Actual returns, discounts and rebates have not been materially different from estimates. Cost of Goods Sold and Selling and Administration Expenses Cost of goods sold includes the costs of inventory sold, related purchasing, distribution and warehousing costs, costs incurred for shipping and handling, depreciation and amortization expense related to these activities and environmental remediation costs and recoveries. Selling and administration expenses include personnel costs associated with sales, marketing and administration, research and development, legal and legal-related costs, consulting and professional services fees, advertising expenses, depreciation expense related to these activities, foreign currency translation and other similar costs. Acquisition-related Costs Acquisition-related costs include advisory, legal, accounting and other professional fees incurred in connection with the purchase and integration of our acquisitions. Acquisition-related costs also may include costs which arise as a result of acquisitions, including contractual change in control provisions, contract termination costs, compensation payments related to the acquisition or pension and other postretirement benefit plan settlements. Acquisition-related costs for the years ended December 31, 2016, 2015 and 2014 of $48.8 million , $123.4 million and $4.2 million , respectively, were associated with the Acquisition. Other Operating Income Other operating income consists of miscellaneous operating income items, which are related to our business activities, and gains (losses) on disposition of property, plant and equipment. Included in other operating income were the following: Years Ended December 31, 2016 2015 2014 ($ in millions) Gains (losses) on disposition of property, plant and equipment, net $ (0.7 ) $ (0.6 ) $ 0.2 Gains on insurance recoveries 11.0 46.0 — Gain on resolution of a contract matter — — 1.0 Other 0.3 0.3 0.3 Other operating income $ 10.6 $ 45.7 $ 1.5 The gains on insurance recoveries in 2016 included insurance recoveries for property damage and business interruption related to a 2008 Henderson, NV chlor alkali facility incident. The gains on insurance recoveries in 2015 included insurance recoveries for property damage and business interruption of $42.3 million related to the portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014 and $3.7 million related to the McIntosh, AL chlor alkali facility. Other Income (Expense) Other income consists of non-operating income items which are not related to our primary business activities. Foreign Currency Translation Our worldwide operations utilize the U.S. dollar (USD) or local currency as the functional currency, where applicable. For foreign entities where the USD is the functional currency, gains and losses resulting from balance sheet translations are included in selling and administration. For foreign entities where the local currency is the functional currency, assets and liabilities denominated in local currencies are translated into USD at end-of-period exchange rates and the resultant translation adjustments are included in accumulated other comprehensive loss. Assets and liabilities denominated in other than the local currency are remeasured into the local currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur. Income and expenses are translated into USD using an approximation of the average rate prevailing during the period. We change the functional currency of our separate and distinct foreign entities only when significant changes in economic facts and circumstances indicate clearly that the functional currency has changed. Cash and Cash Equivalents All highly liquid investments, with a maturity of three months or less at the date of purchase, are considered to be cash equivalents. Short-Term Investments We classify our marketable securities as available-for-sale, which are reported at fair market value with unrealized gains and losses included in accumulated other comprehensive loss, net of applicable taxes. The fair value of marketable securities is determined by quoted market prices. Realized gains and losses on sales of investments, as determined on the specific identification method, and declines in value of securities judged to be other-than-temporary are included in other income (expense) in the consolidated statements of operations. Interest and dividends on all securities are included in interest income and other income (expense), respectively. As of December 31, 2016 and 2015, we had no short-term investments recorded on our consolidated balance sheets. Allowance for Doubtful Accounts Receivable We evaluate the collectibility of accounts receivable based on a combination of factors. We estimate an allowance for doubtful accounts as a percentage of net sales based on historical bad debt experience. This estimate is periodically adjusted when we become aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filing) or as a result of changes in the overall aging of accounts receivable. While we have a large number of customers that operate in diverse businesses and are geographically dispersed, a general economic downturn in any of the industry segments in which we operate could result in higher than expected defaults, and, therefore, the need to revise estimates for the provision for doubtful accounts could occur. Inventories Inventories are valued at the lower of cost or market. For U.S. inventories, inventory costs are determined principally by the dollar value last-in, first-out (LIFO) method of inventory accounting while for international inventories, inventory costs are determined principally by the first-in, first-out (FIFO) method of inventory accounting. Cost for other inventories has been determined principally by the average-cost method (primarily operating supplies, spare parts and maintenance parts). Elements of costs in inventories include raw materials, direct labor and manufacturing overhead. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets. Interest costs incurred to finance expenditures for major long-term construction projects are capitalized as part of the historical cost and included in property, plant and equipment and are depreciated over the useful lives of the related assets. Leasehold improvements are amortized over the term of the lease or the estimated useful life of the improvement, whichever is shorter. Start-up costs are expensed as incurred. Expenditures for maintenance and repairs are charged to expense when incurred while the costs of significant improvements, which extend the useful life of the underlying asset, are capitalized. Property, plant and equipment are reviewed for impairment when conditions indicate that the carrying values of the assets may not be recoverable. Such impairment conditions include an extended period of idleness or a plan of disposal. If such impairment indicators are present or other factors exist that indicate that the carrying amount of an asset may not be recoverable, we determine whether impairment has occurred through the use of an undiscounted cash flow analysis at the lowest level for which identifiable cash flows exist. For our Chlor Alkali Products and Vinyls, Epoxy and Winchester segments, the lowest level for which identifiable cash flows exist is the operating facility level or an appropriate grouping of operating facilities level. The amount of impairment loss, if any, is measured by the difference between the net book value of the assets and the estimated fair value of the related assets. Restricted Cash Restricted cash, which is restricted as to withdrawal or usage, is classified on our consolidated balance sheet as a noncurrent asset separately from cash and cash equivalents. Asset Retirement Obligations We record the fair value of an asset retirement obligation associated with the retirement of a tangible long-lived asset as a liability in the period incurred. The liability is measured at discounted fair value and is adjusted to its present value in subsequent periods as accretion expense is recorded. The corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s useful life. Asset retirement obligations are reviewed annually in the fourth quarter and/or when circumstances or other events indicate that changes underlying retirement assumptions may have occurred. The activity of our asset retirement obligation was as follows: December 31, 2016 2015 ($ in millions) Beginning balance $ 53.5 $ 54.4 Accretion 3.1 3.6 Spending (8.8 ) (8.2 ) Currency translation adjustments 0.2 (1.1 ) Acquisition activity — 1.7 Adjustments 7.4 3.1 Ending balance $ 55.4 $ 53.5 At December 31, 2016 and 2015 , our consolidated balance sheets included an asset retirement obligation of $42.8 million and $46.2 million , respectively, which were classified as other noncurrent liabilities. In 2016 , we had net adjustments that increased the asset retirement obligation by $7.4 million , which were primarily comprised of increases in estimated costs for certain assets. In 2015 , we had net adjustments that increased the asset retirement obligation by $3.1 million , which were primarily due to changes in the estimated timing of payments for certain assets. Comprehensive Income (Loss) Accumulated other comprehensive loss consists of foreign currency translation adjustments, pension and postretirement liability adjustments, pension and postretirement amortization of prior service costs and actuarial losses and net unrealized (losses) gains on derivative contracts. Goodwill Goodwill is not amortized, but is reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred. Accounting Standards Codification (ASC) 350 “Intangibles—Goodwill and Other” permits entities to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. Circumstances that are considered as part of the qualitative assessment and could trigger the two-step impairment test include, but are not limited to: a significant adverse change in the business climate; a significant adverse legal judgment; adverse cash flow trends; an adverse action or assessment by a government agency; unanticipated competition; decline in our stock price; and a significant restructuring charge within a reporting unit. We define reporting units at the business segment level or one level below the business segment level. For purposes of testing goodwill for impairment, goodwill has been allocated to our reporting units to the extent it relates to each reporting unit. It is our practice, at a minimum, to perform a quantitative goodwill impairment test in the fourth quarter every three years. In the fourth quarter of 2016, we performed a quantitative goodwill impairment test for our reporting units. We use a discounted cash flow approach to develop the estimated fair value of a reporting unit when a quantitative test is performed. Management judgment is required in developing the assumptions for the discounted cash flow model. We also corroborate our discounted cash flow analysis by evaluating a market-based approach that considers earnings before interest, taxes, depreciation and amortization (EBITDA) multiples from a representative sample of comparable public companies. As a further indicator that each reporting unit has been valued appropriately using a discounted cash flow model, the aggregate fair value of all reporting units is reconciled to the total market value of Olin. An impairment would be recorded if the carrying amount exceeded the estimated fair value. Based on the aforementioned analysis, the estimated fair value of our reporting units substantially exceeded the carrying value of the reporting units. No impairment charges were recorded for 2016, 2015 or 2014. The discount rate, profitability assumptions and terminal growth rate of our reporting units and the cyclical nature of the chlor alkali industry were the material assumptions utilized in the discounted cash flow model used to estimate the fair value of each reporting unit. The discount rate reflects a weighted-average cost of capital, which is calculated based on observable market data. Some of this data (such as the risk free or treasury rate and the pretax cost of debt) are based on the market data at a point in time. Other data (such as the equity risk premium) are based upon market data over time for a peer group of companies in the chemical manufacturing or distribution industries with a market capitalization premium added, as applicable. The discounted cash flow analysis requires estimates, assumptions and judgments about future events. Our analysis uses our internally generated long-range plan. Our discounted cash flow analysis uses the assumptions in our long-range plan about terminal growth rates, forecasted capital expenditures and changes in future working capital requirements to determine the implied fair value of each reporting unit. The long-range plan reflects management judgment, supplemented by independent chemical industry analyses which provide multi-year industry operating and pricing forecasts. We believe the assumptions used in our goodwill impairment analysis are appropriate and result in reasonable estimates of the implied fair value of each reporting unit. However, given the economic environment and the uncertainties regarding the impact on our business, there can be no assurance that our estimates and assumptions, made for purposes of our goodwill impairment testing will prove to be an accurate prediction of the future. In order to evaluate the sensitivity of the fair value calculation on the goodwill impairment test, we applied a hypothetical 10% decrease to the fair value of each reporting unit. We also applied a hypothetical decrease of 100-basis points in our terminal growth rate or an increase of 100-basis points in our weighted-average cost of capital to test the fair value calculation. In all cases, the estimated fair value of our reporting units derived in these sensitivity calculations exceeded the carrying value in excess of 10%. If our assumptions regarding future performance are not achieved, we may be required to record goodwill impairment charges in future periods. It is not possible at this time to determine if any such future impairment charge would result or, if it does, whether such charge would be material. Intangible Assets In conjunction with our acquisitions, we have obtained access to the customer contracts and relationships, trade names, acquired technology and other intellectual property of the acquired companies. These relationships are expected to provide economic benefit for future periods. Amortization expense is recognized on a straight-line basis over the estimated lives of the related assets. The amortization period of customer contracts and relationships, trade names, acquired technology and other intellectual property represents our best estimate of the expected usage or consumption of the economic benefits of the acquired assets, which is based on the company’s historical experience. Intangible assets with finite lives are reviewed for impairment when conditions indicate that the carrying values of the assets may not be recoverable. Circumstances that are considered as part of the qualitative assessment and could trigger a quantitative impairment test include, but are not limited to: a significant adverse change in the business climate; a significant adverse legal judgment including asset specific factors; adverse cash flow trends; an adverse action or assessment by a government agency; unanticipated competition; decline in our stock price; and a significant restructuring charge within a reporting unit. Based upon our qualitative assessment, it is more likely than not that the fair value of our intangible assets are greater than the carrying amount as of December 31, 2016 . No impairment of our intangible assets were recorded in 2016 , 2015 or 2014 . Environmental Liabilities and Expenditures Accruals (charges to income) for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based upon current law and existing technologies. These amounts, which are not discounted and are exclusive of claims against third parties, are adjusted periodically as assessment and remediation efforts progress or additional technical or legal information becomes available. Environmental costs are capitalized if the costs increase the value of the property and/or mitigate or prevent contamination from future operations. Discontinued Operations We present the results of operations, financial position and cash flows that have either been sold or that meet the criteria for “held for sale” accounting as discontinued operations. At the time an operation qualifies for held for sale accounting, the operation is evaluated to determine whether or not the carrying value exceeds its fair value less cost to sell. Any loss as a result of carrying value in excess of fair value less cost to sell is recorded in the period the operation meets held for sale accounting. Management judgment is required to assess the criteria required to meet held for sale accounting, and estimate fair value. Changes to the operation could cause it to no longer qualify for held for sale accounting and changes to fair value or adjustments to amounts previously reported as discontinued operations could result in an increase or decrease to previously recognized losses. Income Taxes Deferred taxes are provided for differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided to offset deferred tax assets if, based on the available evidence, it is more likely than not that some or all of the value of the deferred tax assets will not be realized. Derivative Financial Instruments We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing and financing activities and our operations that use foreign currencies. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks. We use hedge accounting treatment for substantially all of our business transactions whose risks are covered using derivative instruments. The hedge accounting treatment provides for the deferral of gains or losses on derivative instruments until such time as the related transactions occur. Concentration of Credit Risk Accounts receivable is the principal financial instrument which subjects us to a concentration of credit risk. Credit is extended based upon the evaluation of a customer’s financial condition and, generally, collateral is not required. Concentrations of credit risk with respect to receivables are somewhat limited due to our large number of customers, the diversity of these customers’ businesses and the geographic dispersion of such customers. Our accounts receivable are predominantly derived from sales denominated in USD or the Euro. We maintain an allowance for doubtful accounts based upon the expected collectibility of all trade receivables. Fair Value Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties or the amount that would be paid to transfer a liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by ASC 820 “Fair Value Measurement” (ASC 820), and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows: Level 1 — Inputs were unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 — Inputs (other than quoted prices included in Level 1) were either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 — Inputs reflected management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration was given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Retirement-Related Benefits We account for our defined benefit pension plans and non-pension postretirement benefit plans using actuarial models required by ASC 715 “Compensation-Retirement Benefits” (ASC 715). These models use an attribution approach that generally spreads the financial impact of changes to the plan and actuarial assumptions over the average remaining service lives of the employees in the plan. Changes in liability due to changes in actuarial assumptions such as discount rate, rate of compensation increases and mortality, as well as annual deviations between what was assumed and what was experienced by the plan are treated as actuarial gains or losses. The principle underlying the required attribution approach is that employees render service over their average remaining service lives on a relatively smooth basis and, therefore, the accounting for benefits earned under the pension or non-pension postretirement benefits plans should follow the same relatively smooth pattern. Substantially all domestic defined benefit pension plan participants are no longer accruing benefits; therefore, actuarial gains and losses are amortized based upon the remaining life expectancy of the inactive plan participants. For both the years ended December 31, 2016 and 2015 , the average remaining life expectancy of the inactive participants in the domestic defined benefit pension plan was 19 years. One of the key assumptions for the net periodic pension calculation is the expected long-term rate of return on plan assets, used to determine the “market-related value of assets.” The “market-related value of assets” recognizes differences between the plan’s actual return and expected return over a five year period. The required use of an expected long-term rate of return on the market-related value of plan assets may result in a recognized pension income that is greater or less than the actual returns of those plan assets in any given year. Over time, however, the expected long-term returns are designed to approximate the actual long-term returns and, therefore, result in a pattern of income and expense recognition that more closely matches the pattern of the services provided by the employees. As differences between actual and expected returns are recognized over five years, they subsequently generate gains and losses that are subject to amortization over the average remaining life expectancy of the inactive plan participants, as described in the preceding paragraph. We use long-term historical actual return information, the mix of investments that comprise plan assets, and future estimates of long-term investment returns and inflation by reference to external sources to develop the expected long-term rate of return on plan assets as of December 31. The discount rate assumptions used for pension and non-pension postretirement benefit plan accounting reflect the rates available on high-quality fixed-income debt instruments on December 31 of each year. The rate of compensation increase is based upon our long-term plans for such increases. For retiree medical plan accounting, we review external data and our own historical trends for healthcare costs to determine the healthcare cost trend rates. Stock-Based Compensation We measure the cost of employee services received in exchange for an award of equity instruments, such as stock options, performance shares and restricted stock, based on the grant-date fair value of the award. This cost is recognized over the period during which an employee is required to provide service in exchange for the award, the requisite service period (usually the vesting period). An initial measurement is made of the cost of employee services received in exchange for an award of liability instruments based on its current fair value and the value of that award is subsequently remeasured at each reporting date through the settlement date. Changes in fair value of liability awards during the requisite service period are recognized as compensation cost over that period. The fair value of each option granted, which typically vests ratably over three years, but not less than one year, was estimated on the date of grant, using the Black-Scholes option-pricing model with the following assumptions: 2016 2015 2014 Dividend yield 6.09 % 2.92 % 3.13 % Risk-free interest rate 1.35 % 1.69 % 2.13 % Expected volatility 32 % 34 % 42 % Expected life (years) 6.0 6.0 7.0 Weighted-average grant fair value (per option) $ 1.90 $ 6.80 $ 8.34 Weighted-average exercise price $ 13.14 $ 27.40 $ 25.69 Shares granted 1,670,400 776,750 624,200 Dividend yield was based on a historical average. Risk-free interest rate was based on zero coupon U.S. Treasury securities rates for the expected life of the options. Expected volatility was based on our historical stock price movements, as we believe that historical experience is the best available indicator of the expected volatility. Expected life of the option grant was based on historical exercise and cancellation patterns, as we believe that historical experience is the best estimate for future exercise patterns. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS In January 2017, the Financial Accounting Standards Board (FASB) issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” which amends ASC 350 “Intangibles—Goodwill and Other.” This update will simplify the measurement of goodwill impairment by eliminating Step 2 from the goodwill impairment test. This update will require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carry amount exceeds the reporting unit’s fair value. The update does not modify the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The guidance in this update is applied on a prospective basis with earlier application permitted. We are currently evaluating the effect of this update on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments” which amends ASC 230 “Statement of Cash Flows.” This update will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The update is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. We are currently evaluating the effect of this update on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09 “Improvements to Employee Share-Based Payment Accounting,” which amends ASC 718 “Compensation—Stock Compensation.” This update will simplify the income tax consequences, accounting for forfeitures and classification on the statements of cash flows of share-based payment arrangements. This standard is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with earlier application permitted. We will adopt this update in the first quarter of 2017. In February 2016, the FASB issued ASU 2016-02 “Leases,” which supersedes ASC 840 “Leases” and creates a new topic, ASC 842 “Leases.” This update requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with earlier application permitted. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating the effect of this update on our consolidated financial statements. In November 2015, the FASB issued ASU 2015-17 “Balance Sheet Classification of Deferred Taxes” (ASU 2015-17), which amends ASC 740 “Income Taxes” (ASC 740). This update requires deferred income tax liabilities and assets, and any related valuation allowance, to be classified as noncurrent on the balance sheet. This update simplifies the current guidance requiring the deferred taxes for each jurisdiction to be presented as a net current asset or liability and net noncurrent asset or liability. This update is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. The guidance may be applied either prospectively or retrospectively, with earlier application permitted. We adopted the provisions of ASU 2015-17 on December 31, 2015, which was applied prospectively, and, therefore, all prior periods have not been retrospectively adjusted. In September 2015, the FASB issued ASU 2015-16 “Simplifying the Accounting for Measurement—Period Adjustments” (ASU 2015-16), which amends ASC 805 “Business Combinations.” This update requires that an acquirer in a business combination recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustments are determined. We adopted ASU 2015-16 on January 1, 2016. This update is applied prospectively to adjustments of provisional amounts that occur after the effective date with earlier application permitted. This update did not have a material effect on our consolidated financial statements. In July 2015, the FASB issued ASU 2015-11 “Simplifying the Measurement of Inventory,” which amends ASC 330 “Inventory.” This update requires entities to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal and transportation. This update simplifies the current guidance under which an entity must measure inventory at the lower of cost or market. This update does not impact inventory measured using LIFO. This update is effective for fiscal years beginning after December 15, 2016. We are currently evaluating the effect of this update on our consolidated financial statements. In May 2015, the FASB issued ASU 2015-07 “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” (ASU 2015-07) which amends ASC 820 “Fair Value Measurement.” This update removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments removed the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. This update is effective for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years and impacts the disclosure requirements surrounding certain assets held by our pension plans. The new guidance will be applied on a retrospective basis. We adopted ASU 2015-07 on January 1, 2016 which was applied retrospectively, and, therefore, all prior periods have been retrospectively adjusted. In April 2015, the FASB issued ASU 2015-03 “Simplifying the Presentation of Debt Issuance Costs” and, in August 2015, the FASB issued ASU 2015-15 “Interest—Imputation of Interest,” which both amend ASC 835-30 “Interest—Imputation of Interest.” These updates require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability while debt issuance costs related to line-of-credit arrangements will continue to be presented as an asset. We adopted ASU 2015-03 and ASU 2015-15 on January 1, 2016 which required retrospective application. As of December 31, 2015, debt issuance costs of $31.4 million were reclassified within our consolidated balance sheet from other assets to long-term debt and $1.5 million were reclassified within our consolidated balance sheet from other assets to current installments of long-term debt. In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (ASU 2014-09), which amends ASC 605 “Revenue Recognition” and creates a new topic, ASC 606 “Revenue from Contracts with Customers” (ASC 606). Subsequent to the issuance of ASU 2014-09, ASC 606 was amended by various updates that amend and clarify the impact and implementation of the aforementioned standard. These updates provide guidance on how an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Upon initial application, the provisions of these updates are required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. These updates also expand the disclosure requirements surrounding revenue recorded from contracts with customers. These updates are effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. We continue to evaluate the impact these updates will have on our consolidated financial statements. Based on the analysis conducted to date, we believe the most significant impact the updates will have will be on our accounting policies and disclosures on revenue recognition. Preliminarily, we do not expect that these updates will materially impact our consolidated financial statements and we have not yet determined the method of application we will use. |
ACQUISITION
ACQUISITION | 12 Months Ended |
Dec. 31, 2016 | |
Acquisition [Abstract] | |
ACQUISITION | ACQUISITION On the Closing Date, Olin consummated the previously announced merger (the Merger), using a Reverse Morris Trust structure, of our wholly owned subsidiary, Blue Cube Acquisition Corp. (Merger Sub), with and into Blue Cube Spinco Inc. (Spinco), with Spinco as the surviving corporation and a wholly owned subsidiary of Olin, as contemplated by the Agreement and Plan of Merger (the Merger Agreement) dated March 26, 2015, among Olin, TDCC, Merger Sub and Spinco (collectively, the Acquisition). Pursuant to the Merger Agreement and a Separation Agreement dated March 26, 2015 between TDCC and Spinco (the Separation Agreement), prior to the Merger, (1) TDCC transferred the Acquired Business to Spinco and (2) TDCC distributed Spinco’s stock to TDCC’s shareholders by way of a split-off (the Distribution). Upon consummation of the transactions contemplated by the Merger Agreement and the Separation Agreement (the Transactions), the shares of Spinco common stock then outstanding were automatically converted into the right to receive approximately 87.5 million shares of Olin common stock, which were issued by Olin on the Closing Date, and represented approximately 53% of the then outstanding shares of Olin common stock, together with cash in lieu of fractional shares. Olin’s pre-Merger shareholders continued to hold the remaining approximately 47% of the then outstanding shares of Olin common stock. On the Closing Date, Spinco became a wholly owned subsidiary of Olin. The following table summarizes the aggregate purchase price for the Acquired Business and related transactions, after the final post-closing adjustments: October 5, 2015 (In millions, except per share data) Shares 87.5 Value of common stock on October 2, 2015 17.46 Equity consideration by exchange of shares $ 1,527.4 Cash and debt instruments received by TDCC 2,095.0 Payment for certain liabilities including the final working capital adjustment 69.5 Up-front payments under the ethylene agreements 433.5 Total cash, debt and equity consideration $ 4,125.4 Long-term debt assumed 569.0 Pension liabilities assumed 442.3 Aggregate purchase price $ 5,136.7 The value of the common stock was based on the closing stock price on the last trading day prior to the Closing Date. The aggregate purchase price was adjusted for the final working capital adjustment and the final valuation for the pension liabilities assumed from TDCC which resulted in a payment of $69.5 million for the year ended December 31, 2016. In connection with the Acquisition, TDCC retained liabilities relating to the Acquired Business for litigation, releases of hazardous materials and violations of environmental law to the extent arising prior to the Closing Date. For the years ended December 31, 2016, 2015 and 2014, we incurred costs in connection with the Merger and related transactions, including $48.8 million , $76.3 million and $4.2 million , respectively, of advisory, legal, accounting, integration and other professional fees. For the year ended December 31, 2015, we also incurred $30.5 million of financing-related fees and $47.1 million as a result of the change in control which created a mandatory acceleration of expenses under deferred compensation plans as a result of the Transactions. For segment reporting purposes, the Acquired Business’s Global Epoxy operating results comprise the Epoxy segment and U.S. Chlor Alkali and Vinyl and Global Chlorinated Organics (Acquired Chlor Alkali Business) operating results combined with our former Chlor Alkali Products and Chemical Distribution segments to comprise the Chlor Alkali Products and Vinyls segment. The Acquired Business’s results of operations have been included in our consolidated results for the period subsequent to the Closing Date. Our results for the years ended December 31, 2016 and 2015 include Epoxy sales of $1,822.0 million and $429.6 million , respectively, and segment income (loss) of $15.4 million and $(7.5) million , respectively. For the years ended December 31, 2016 and 2015, Chlor Alkali Products and Vinyls include sales of the Acquired Chlor Alkali Business of $1,715.7 million and $373.0 million , respectively, and segment income of $164.5 million and $37.2 million , respectively. The Transactions have been accounted for using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. We finalized our purchase price allocation during the third quarter of 2016. The following table summarizes the final allocation of the purchase price to the Acquired Business’s assets and liabilities on the Closing Date: Initial Valuation Measurement Period Adjustments Final Valuation ($ in millions) Total current assets $ 921.7 $ (38.0 ) $ 883.7 Property, plant and equipment 3,090.8 (11.7 ) 3,079.1 Deferred tax assets 76.8 8.2 85.0 Intangible assets 582.3 30.3 612.6 Other assets 426.5 12.4 438.9 Total assets acquired 5,098.1 1.2 5,099.3 Total current liabilities 357.6 2.3 359.9 Long-term debt 517.9 — 517.9 Accrued pension liability 447.1 (4.8 ) 442.3 Deferred tax liabilities 1,054.9 (37.2 ) 1,017.7 Other liabilities 2.0 6.6 8.6 Total liabilities assumed 2,379.5 (33.1 ) 2,346.4 Net identifiable assets acquired 2,718.6 34.3 2,752.9 Goodwill 1,427.5 (55.0 ) 1,372.5 Fair value of net assets acquired $ 4,146.1 $ (20.7 ) $ 4,125.4 Measurement period adjustments to the initial valuation primarily consisted of the final working capital adjustment, the final valuation for the pension liabilities assumed from TDCC, changes in the estimated fair value of acquired intangible assets and property, plant and equipment, and the finalization of deferred tax assets and liabilities. Included in total current assets are cash and cash equivalents of $25.4 million , inventories of $456.4 million and receivables of $401.6 million with a contracted value of $403.8 million . Included in total current liabilities are current installments of long-term debt of $51.1 million . Based on final valuations, purchase price was allocated to intangible assets as follows: October 5, 2015 Weighted-Average Amortization Period (Years) Gross Amount ($ in millions) Customers, customer contracts and relationships 15 Years $ 520.5 Acquired technology 7 Years 85.1 Trade name 5 Years 7.0 Total acquired intangible assets $ 612.6 Based on final valuations, $1,372.5 million was assigned to goodwill, none of which is deductible for tax purposes. The primary reasons for the Acquisition and the principal factors that contributed to the Acquired Business purchase price that resulted in the recognition of goodwill are due to the providing of increased production capacity and diversification of Olin’s product portfolio, cost-saving opportunities and enhanced size and geographic presence. The cost-saving opportunities include improved operating efficiencies and asset optimization. Goodwill recorded in the Acquisition is not amortized but will be reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred. Transaction financing Prior to the Distribution, TDCC received from Spinco distributions of cash and debt instruments of Spinco with an aggregate value of $2,095.0 million (collectively, the Cash and Debt Distribution). On the Closing Date, Spinco 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 10.0% senior notes due October 15, 2025 (2025 Notes and, together with the 2023 Notes, the Notes) to TDCC. TDCC transferred the Notes to certain unaffiliated securityholders in satisfaction of existing debt obligations of TDCC held or acquired by those unaffiliated securityholders. On October 5, 2015, certain initial purchasers purchased the Notes from the unaffiliated securityholders. During 2016, the Notes were registered under the Securities Act of 1933, as amended. Interest on the Notes began accruing from October 1, 2015 and are paid semi-annually beginning on April 15, 2016. The Notes are not redeemable at any time prior to October 15, 2020. Neither Olin nor Spinco received any proceeds from the sale of the Notes. Upon the consummation of the Transactions, Olin became guarantor of the Notes. On June 23, 2015, Spinco entered into a new five-year delayed-draw term loan facility of up to $1,050.0 million . As of the Closing Date, Spinco drew $875.0 million to finance the cash portion of the Cash and Debt Distribution. Also on June 23, 2015, Olin and Spinco entered into a new five-year $1,850.0 million senior credit facility consisting of a $500.0 million senior revolving credit facility, which replaced Olin’s $265.0 million senior revolving credit facility at the closing of the Merger, and a $1,350.0 million (subject to reduction by the aggregate amount of the term loans funded to Spinco under the Spinco term loan facility) delayed-draw term loan facility. As of the Closing Date, an additional $475.0 million was drawn by Olin under this term loan facility which was used to pay fees and expenses of the Transactions, obtain additional funds for general corporate purposes and refinance Olin’s existing senior term loan facility due in 2019. Subsequent to the Closing Date, these senior credit facilities were consolidated into a single $1,850.0 million senior credit facility, which includes a $1,350.0 million term loan facility. This new senior credit facility will expire in 2020. The $500.0 million senior revolving credit facility includes a $100.0 million letter of credit subfacility. The term loan facility includes amortization payable in equal quarterly installments at a rate of 5.0% per annum for the first two years, increasing to 7.5% per annum for the following year and to 10.0% per annum for the last two years. Under the new senior credit facility, we may select various floating rate borrowing options. The actual interest rate paid on borrowings under the senior credit facility is based on a pricing grid which is dependent upon the leverage ratio as calculated under the terms of the facility for the prior fiscal quarter. The facility includes various customary restrictive covenants, including restrictions related to the ratio of debt to earnings before interest expense, taxes, depreciation and amortization (leverage ratio) and the ratio of earnings before interest expense, taxes, depreciation and amortization to interest expense (coverage ratio). Compliance with these covenants is determined quarterly based on the operating cash flows. On August 25, 2015, Olin entered into a Credit Agreement (the Credit Agreement) with a syndicate of lenders and Sumitomo Mitsui Banking Corporation (Sumitomo), as administrative agent, in connection with the Transactions. The Credit Agreement provides for a term credit facility (the Sumitomo Credit Facility) under which Olin obtained term loans in an aggregate amount of $600.0 million . On November 3, 2015, we entered into an amendment to the Sumitomo Credit Facility which increased the aggregate amount of term loans available by $200.0 million . On the Closing Date, $600.0 million of loans under the Credit Agreement were made available and borrowed upon and on November 5, 2015, $200.0 million of loans under the Credit Agreement were made available and borrowed upon. The term loans under the Sumitomo Credit Facility will mature on October 5, 2018 and will have no scheduled amortization payments. The proceeds of the Sumitomo Credit Facility were used to refinance existing Spinco indebtedness at the Closing Date, to pay fees and expenses in connection with the Transactions and for general corporate purposes. The Credit Agreement contains customary representations, warranties and affirmative and negative covenants which are substantially similar to those included in the new $1,850.0 million senior credit facility. On March 26, 2015, we and certain financial institutions executed commitment letters pursuant to which the financial institutions agreed to provide $3,354.5 million of financing to Spinco to finance the amount of the Cash and Debt Distribution and to provide financing, if needed, to Olin to refinance certain of our existing debt (the Bridge Financing), in each case on the terms and conditions set forth in the commitment letters. The Bridge Financing was not drawn on to facilitate the Transactions, and the commitments for the Bridge Financing were terminated as of the Closing Date. For the year ended December 31, 2015, we paid debt issuance costs of $30.0 million associated with the Bridge Financing, which were included in interest expense. Other acquisition-related transactions In connection with the Transactions, certain additional agreements have been entered into, including, among others, an Employee Matters Agreement, a Tax Matters Agreement, site, transitional and other services agreements, supply and purchase agreements, real estate agreements, technology licenses and intellectual property agreements. In addition, Olin and TDCC have agreed to enter into arrangements for the long-term supply of ethylene by TDCC to Olin, pursuant to which, among other things, Olin has made upfront payments of $433.5 million upon the closing of the Merger in order to receive ethylene at producer economics and for certain reservation fees for the option to obtain additional future ethylene supply at producer economics. The fair value of the long-term supply contracts recorded as of the Closing Date was a long-term asset of $416.1 million which will be amortized over the life of the contracts as ethylene is received. During 2016, one of the options to obtain additional future ethylene supply at producer economics was exercised by us and, accordingly, additional payments will be made to TDCC of $209.4 million in 2017, which will increase the carrying value of the long-term asset. On February 27, 2017, we exercised the remaining option to obtain additional future ethylene supply and in connection with the exercise we also secured a long-term customer arrangement. Consequently, additional payments will be made to TDCC of between $425.0 million and $465.0 million on or about the fourth quarter of 2020, which will increase the value of the long-term asset. In connection with the Transactions and effective October 1, 2015, we filed a Certificate of Amendment to our Articles of Incorporation to increase the number of authorized shares of Olin common stock from 120.0 million shares to 240.0 million shares. Pro forma financial information The following pro forma summary reflects consolidated results of operation as if the Acquisition had occurred on January 1, 2014 (unaudited). Years Ended December 31, 2015 2014 ($ in millions, except per share data) Sales $ 5,681.8 $ 6,948.2 Net (loss) income (36.6 ) 0.8 Net (loss) income per common share: Basic $ (0.22 ) $ — Diluted $ (0.22 ) $ — The pro forma financial information was prepared based on historical financial information and have been adjusted to give effect to pro forma adjustments that are (i) directly attributable to the Transactions, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. The pro forma statements of income use estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to be reasonable; however, actual results may differ significantly from this pro forma financial information. The pro forma results presented do not include any anticipated synergies or other expected benefits that may be realized from the Transactions. The pro forma information is not intended to reflect the actual results that would have occurred had the companies actually been combined during the periods presented. The pro forma results for the years ended December 31, 2015 and 2014 primarily include recurring adjustments for re-pricing of sales, raw materials and services to/from TDCC relating to arrangements for long-term supply agreements for the sale of raw materials, including ethylene and benzene, and services pursuant to the Separation Agreement, adjustments to eliminate historical sales between the Acquired Business and Olin, additional amortization expense related to the fair value of acquired identifiable intangible assets, additional depreciation expense related to the fair value adjustment to property, plant and equipment, interest expense related to the incremental debt issued in conjunction with the Acquisition and an adjustment to tax-effect the aforementioned pro forma adjustments using an estimated aggregate statutory income tax rate of the jurisdictions to which the above adjustments relate. In addition to the above recurring adjustments, the pro forma results for the years ended December 31, 2015 and 2014 included non-recurring adjustments of $47.0 million and $4.2 million , respectively, relating to the elimination of transaction costs incurred that are directly related to the Transactions, and do not have a continuing impact on our combined operating results. The pro forma results for the year ended December 31, 2015 also included non-recurring adjustments of $47.1 million relating to the impact of costs incurred as a result of the change in control which created a mandatory acceleration of expenses under deferred compensation plans and $24.0 million related to additional costs of goods sold related to the increase of inventory to fair value at the acquisition date related to the purchase accounting for inventory. |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGE | RESTRUCTURING CHARGES On March 21, 2016, we announced that we had made the decision to close a combined total of 433,000 tons of chlor alkali capacity across three separate locations. Associated with this action, we have permanently closed our Henderson, NV chlor alkali plant with 153,000 tons of capacity and have reconfigured the site to manufacture bleach and distribute caustic soda and hydrochloric acid. Also, the capacity of our Niagara Falls, NY chlor alkali plant has been reduced from 300,000 tons to 240,000 tons and the chlor alkali capacity at our Freeport, TX facility was reduced by 220,000 tons. This 220,000 ton reduction was entirely from diaphragm cell capacity. For the year ended December 31, 2016 , we recorded pretax restructuring charges of $111.3 million for the write-off of equipment and facility costs, lease and other contract termination costs, employee severance and related benefit costs, employee relocation costs and facility exit costs related to these actions. We expect to incur additional restructuring charges through 2020 of approximately $33 million related to these capacity reductions. This estimate of additional restructuring charges does not include any additional charges related to a contract termination that is currently in dispute. The other party to the contract has filed a demand for arbitration alleging, among other things, that Olin breached the related agreement and claimed damages in excess of the amount Olin believes it is obligated for under the contract. Any additional losses related to this contract dispute are not currently estimable because of unresolved questions of fact and law but, if resolved unfavorably to Olin, they could have a material effect on our financial results. On December 12, 2014 , we announced that we had made the decision to permanently close the portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014. This action reduced the facility’s chlor alkali capacity by 185,000 tons. Subsequent to the shut down, the plant predominantly focuses on bleach and hydrochloric acid, which are value-added products, as well as caustic soda. In the fourth quarter of 2014, we recorded pretax restructuring charges of $10.0 million for the write-off of equipment and facility costs, employee severance and related benefit costs and lease and other contract termination costs related to these actions. For the years ended December 31, 2016 and 2015, we recorded pretax restructuring charges of $0.8 million and $2.0 million , respectively, for the write-off of equipment and facility costs, lease and other contract termination costs and facility exit costs. We expect to incur additional restructuring charges through 2018 of approximately $7 million related to the shut down of this portion of the facility. On December 9, 2010 , our board of directors approved a plan to eliminate our use of mercury in the manufacture of chlor alkali products. Under the plan, the 260,000 tons of mercury cell capacity at our Charleston, TN facility was converted to 200,000 tons of membrane capacity capable of producing both potassium hydroxide and caustic soda. The board of directors also approved plans to reconfigure our Augusta, GA facility to manufacture bleach and distribute caustic soda, while discontinuing chlor alkali manufacturing at this site. The completion of these projects eliminated our chlor alkali production using mercury cell technology. For the year ended December 31, 2014 , we recorded pretax restructuring charges of $3.8 million for employee severance and related benefit costs, employee relocation costs, facility exit costs, write-off of equipment and facility costs and lease and other contract termination costs related to these actions. On November 3, 2010 , we announced that we made the decision to relocate the Winchester centerfire pistol and rifle ammunition manufacturing operations from East Alton, IL to Oxford, MS. Consistent with this decision in 2010, we initiated an estimated $110 million five-year project, which includes approximately $80 million of capital spending. The capital spending was partially financed by $31 million of grants provided by the State of Mississippi and local governments. During 2016, the final rifle ammunition production equipment relocation was completed. For the years ended December 31, 2016 , 2015 and 2014 , we recorded pretax restructuring charges of $0.8 million , $0.7 million and $1.9 million , respectively, for employee severance and related benefit costs, employee relocation costs and facility exit costs related to these actions. The following table summarizes the 2016 , 2015 and 2014 activities by major component of these restructuring actions and the remaining balances of accrued restructuring costs as of December 31, 2016 : Employee severance and job related benefits Lease and other contract termination costs Employee relocation costs Facility exit costs Write-off of equipment and facility Total ($ in millions) Balance January 1, 2014 $ 10.2 $ — $ — $ — $ — $ 10.2 2014 restructuring charges 4.5 4.5 0.5 2.9 3.3 15.7 Amounts utilized (3.5 ) — (0.5 ) (2.9 ) (3.3 ) (10.2 ) Balance at December 31, 2014 11.2 4.5 — — — 15.7 2015 restructuring charges — 0.7 0.6 0.9 0.5 2.7 Amounts utilized (6.0 ) (2.9 ) (0.6 ) (0.9 ) (0.5 ) (10.9 ) Currency translation adjustments (0.6 ) (0.2 ) — — — (0.8 ) Balance at December 31, 2015 4.6 2.1 — — — 6.7 2016 restructuring charges 5.1 13.6 2.1 15.5 76.6 112.9 Amounts utilized (6.3 ) (8.2 ) (2.1 ) (13.7 ) (76.6 ) (106.9 ) Balance at December 31, 2016 $ 3.4 $ 7.5 $ — $ 1.8 $ — $ 12.7 The following table summarizes the cumulative restructuring charges of these 2016, 2014 and 2010 restructuring actions by major component through December 31, 2016 : Chlor Alkali Products and Vinyls Winchester Total Becancour Capacity Reductions Mercury ($ in millions) Write-off of equipment and facility $ 3.5 $ 76.6 $ 17.8 $ — $ 97.9 Employee severance and job related benefits 2.7 5.1 5.6 13.1 26.5 Facility exit costs 1.3 14.7 15.6 2.3 33.9 Pension and other postretirement benefits curtailment — — — 4.1 4.1 Employee relocation costs — 1.4 0.9 6.0 8.3 Lease and other contract termination costs 5.3 13.5 0.7 — 19.5 Total cumulative restructuring charges $ 12.8 $ 111.3 $ 40.6 $ 25.5 $ 190.2 As of December 31, 2016 , we have incurred cash expenditures of $67.6 million and non-cash charges of $109.1 million related to these restructuring actions. The remaining balance of $12.7 million is expected to be paid out through 2020. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS In 2007 we sold our Metals business, which was a reportable segment, and accordingly it was reported as a discontinued operation. Metals produced and distributed copper and copper alloy sheet, strip, foil, rod, welded tube, fabricated parts, and stainless steel and aluminum strip. In conjunction with the sale of the Metals business, we retained certain assets and liabilities. During 2014, we made a payment of $5.5 million to resolve certain indemnity obligations related to the sale. As a result of the favorable resolution, we recognized a pretax gain of $4.6 million included in income from discontinued operations. The tax provision from discontinued operations included expense of $2.2 million for changes in tax contingencies related to the Metals sale. Income from discontinued operations, net consisted of the following: Years Ended December 31, 2016 2015 2014 ($ in millions) Income from discontinued operations $ — $ — $ 4.6 Tax provision — — 3.9 Income from discontinued operations, net $ — $ — $ 0.7 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic and diluted (loss) income per share are computed by dividing net (loss) income by the weighted-average number of common shares outstanding. Diluted net income per share reflects the dilutive effect of stock-based compensation. Years ended December 31, 2016 2015 2014 Computation of Income (loss) per Share (In millions, except per share data) Income (loss) from continuing operations, net $ (3.9 ) $ (1.4 ) $ 105.0 Income from discontinued operations, net — — 0.7 Net (loss) income $ (3.9 ) $ (1.4 ) $ 105.7 Basic shares 165.2 103.4 78.6 Basic (loss) income per share: Income (loss) from continuing operations $ (0.02 ) $ (0.01 ) $ 1.33 Income from discontinued operations, net — — 0.01 Net (loss) income $ (0.02 ) $ (0.01 ) $ 1.34 Diluted shares: Basic shares 165.2 103.4 78.6 Stock-based compensation — — 1.1 Diluted shares 165.2 103.4 79.7 Diluted (loss) income per share: Income (loss) from continuing operations $ (0.02 ) $ (0.01 ) $ 1.32 Income from discontinued operations, net — — 0.01 Net (loss) income $ (0.02 ) $ (0.01 ) $ 1.33 The computation of dilutive shares from stock-based compensation does not include 6.5 million , 5.2 million and 0.6 million shares in 2016 , 2015 and 2014 , respectively, as their effect would have been anti-dilutive. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2016 | |
ACCOUNTS RECEIVABLE [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLES On December 20, 2016, we entered into a three year, $250.0 million Receivables Financing Agreement with PNC Bank, National Association, as administrative agent (Receivables Financing Agreement). Under the Receivables Financing Agreement, our eligible trade receivables are used for collateralized borrowings and are continued to be serviced by us. As of December 31, 2016, $282.3 million of our trade receivables have been pledged as collateral and we had $210.0 million drawn under the agreement. In addition, the Receivables Financing Agreement incorporates the leverage and coverage covenants that are contained in the senior revolving credit facility. On June 29, 2016, we entered into a trade accounts receivable factoring arrangement which was amended on September 1, 2016 and, on December 22, 2016, we entered into a separate trade accounts receivable factoring arrangement (collectively the AR Facilities). Pursuant to the terms of the AR Facilities, certain of our subsidiaries may sell their accounts receivable up to a maximum of $242.0 million . We will continue to service such accounts. These receivables qualify for sales treatment under ASC 860 “Transfers and Servicing” (ASC 860) and, accordingly, the proceeds are included in net cash provided by operating activities in the consolidated statements of cash flows. The gross amount of receivables sold for the year ended December 31, 2016 totaled $533.6 million . The factoring discount paid under the AR Facilities is recorded as interest expense on the consolidated statements of operations. The agreements are without recourse and therefore no recourse liability has been recorded as of December 31, 2016. As of December 31, 2016, $126.1 million of receivables qualifying for sale treatment were outstanding and will continue to be serviced by us. In conjunction with the Acquisition, we obtained receivables with a fair value of $401.6 million as of October 5, 2015. At December 31, 2016 and 2015 , our consolidated balance sheets included other receivables of $95.6 million and $94.8 million , respectively, which were classified as receivables, net. |
ALLOWANCE FOR DOUBTFUL ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLES | 12 Months Ended |
Dec. 31, 2016 | |
Accounts Receivable, Net [Abstract] | |
ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLES | ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLES Allowance for doubtful accounts receivable consisted of the following: December 31, 2016 2015 ($ in millions) Beginning balance $ 6.4 $ 3.0 Provisions charged 4.5 5.2 Write-offs, net of recoveries (0.8 ) (1.8 ) Ending balance $ 10.1 $ 6.4 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES December 31, 2016 2015 ($ in millions) Supplies $ 58.1 $ 86.5 Raw materials 72.6 91.5 Work in process 110.7 105.8 Finished goods 435.1 445.3 676.5 729.1 LIFO reserves (46.1 ) (43.9 ) Inventories, net $ 630.4 $ 685.2 In conjunction with the Acquisition, we obtained inventories with a fair value of $456.4 million as of October 5, 2015. Inventories valued using the LIFO method comprised 54% and 49% of the total inventories at December 31, 2016 and 2015 , respectively. The replacement cost of our inventories would have been approximately $46.1 million and $43.9 million higher than that reported at December 31, 2016 and 2015 , respectively. During 2014 the reduction in LIFO inventory quantities resulted in LIFO inventory liquidation losses of $1.5 million . |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets [Abstract] | |
OTHER ASSETS | OTHER ASSETS Included in other assets were the following: December 31, 2016 2015 ($ in millions) Investments in non-consolidated affiliates $ 26.7 $ 25.0 Deferred debt issuance costs 2.6 3.3 Tax-related receivables 17.5 1.5 Interest rate swaps 7.7 — Supply contracts 566.7 406.5 Other 23.2 18.3 Other assets $ 644.4 $ 454.6 In connection with the Acquisition, Olin and TDCC have agreed to enter into arrangements for the long-term supply of ethylene by TDCC to Olin, pursuant to which, among other things, Olin has made upfront payments of $433.5 million upon the Closing Date in order to receive ethylene at producer economics and for certain reservation fees for the option to obtain additional future ethylene supply at producer economics. The fair value of the long-term supply contracts recorded as of the Closing Date was a long-term asset of $416.1 million which will be amortized over the life of the contracts as ethylene is received. During 2016, one of the options to obtain additional future ethylene supply at producer economics was exercised by us and, accordingly, additional payments will be made to TDCC of $209.4 million in 2017, which will increase the value of the long-term asset. On February 27, 2017, we exercised the remaining option to obtain additional future ethylene supply and in connection with the exercise we also secured a long-term customer arrangement. Consequently, additional payments will be made to TDCC of between $425.0 million and $465.0 million on or about the fourth quarter of 2020, which will increase the value of the long-term asset. During 2016, Olin entered into arrangements to increase our supply of low cost electricity. In conjunction with these arrangements, Olin made payments of $175.7 million in 2016. The payments made under these arrangements will be amortized over the life of the contracts as electrical power is received. The weighted-average useful life of long-term supply contracts at December 31, 2016 was 21 years. For the years ended December 31, 2016 and 2015, amortization expense of $21.5 million and $4.3 million , respectively, was recognized within cost of goods sold related to these supply contracts and is reflected in depreciation and amortization on the consolidated statements of cash flows. We estimate that amortization expense will be approximately $25.0 million in 2017, 2018, 2019, 2020 and 2021 related to these long-term supply contracts. The long-term supply contracts are monitored for impairment each reporting period. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT December 31, Useful Lives 2016 2015 ($ in millions) Land and improvements to land 10-20 Years $ 281.2 $ 280.4 Buildings and building equipment 10-30 Years 375.0 380.4 Machinery and equipment 3-15 Years 4,765.9 4,665.8 Leasehold improvements 3.4 2.7 Construction in progress 171.0 123.5 Property, plant and equipment 5,596.5 5,452.8 Accumulated depreciation (1,891.6 ) (1,499.4 ) Property, plant and equipment, net $ 3,704.9 $ 3,953.4 In conjunction with the Acquisition, we obtained property, plant and equipment with a fair value of $3,079.1 million as of October 5, 2015. The weighted-average useful life of machinery and equipment at December 31, 2016 was 12 years. Depreciation expense was $435.7 million , $198.1 million and $124.5 million for 2016 , 2015 and 2014 , respectively. Interest capitalized was $1.9 million , $1.1 million and $0.2 million for 2016 , 2015 and 2014 , respectively. Maintenance and repairs charged to operations amounted to $236.4 million , $158.5 million and $125.0 million in 2016 , 2015 and 2014 , respectively. The consolidated statements of cash flows for the years ended December 31, 2016 , 2015 and 2014 , included decreases of $29.9 million , $7.4 million and $0.5 million , respectively, to capital expenditures, with the corresponding change to accounts payable and accrued liabilities, related to purchases of property, plant and equipment included in accounts payable at December 31, 2016 , 2015 and 2014 . During 2016, we entered into sale/leaseback transactions for railcars that we acquired in connection with the Acquisition. We received proceeds from the sales of $40.4 million for the year ended December 31, 2016. During 2015, assets of $1.4 million were acquired under capital leases and are included in machinery and equipment as of December 31, 2015. |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLES | GOODWILL AND INTANGIBLE ASSETS Changes in the carrying value of goodwill were as follows: Chlor Alkali Products and Vinyls Epoxy Total ($ in millions) Balance at January 1, 2015 $ 747.1 $ — $ 747.1 Acquisition activity 1,130.8 296.7 1,427.5 Foreign currency translation adjustment (0.4 ) (0.1 ) (0.5 ) Balance at December 31, 2015 1,877.5 296.6 2,174.1 Acquisition activity (45.3 ) (9.7 ) (55.0 ) Foreign currency translation adjustment (0.9 ) (0.2 ) (1.1 ) Balance at December 31, 2016 $ 1,831.3 $ 286.7 $ 2,118.0 The decrease in goodwill during 2016 was a result of measurement period adjustments from the preliminary valuation of the Acquisition and the effects of foreign currency translation adjustments. We finalized our purchase price allocation of the Acquisition during the third quarter of 2016. The increase in goodwill during 2015 was a result of the Acquisition and was based upon the preliminary valuation partially offset by the effects of foreign currency translation adjustments. Intangible assets consisted of the following: December 31, 2016 2015 Useful Lives Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net ($ in millions) Customers, customer contracts and relationships (10-15 years) $ 667.8 $ (112.9 ) $ 554.9 $ 641.0 $ (64.0 ) $ 577.0 Trade name (5 years) 17.8 (12.7 ) 5.1 17.9 — 17.9 Acquired technology (7 years) 84.2 (15.0 ) 69.2 84.7 (2.7 ) 82.0 Other (4-10 years) 2.3 (1.9 ) 0.4 2.3 (1.7 ) 0.6 Total intangible assets $ 772.1 $ (142.5 ) $ 629.6 $ 745.9 $ (68.4 ) $ 677.5 In conjunction with the Acquisition, we obtained intangible assets with a fair value of $612.6 million as of October 5, 2015. In connection with the integration of the Acquired Business, in the first quarter of 2016, the K.A. Steel Chemicals Inc. (KA Steel) trade name was changed from an indefinite life intangible asset to an intangible asset with a finite useful life of one year. Amortization expense of $10.9 million was recognized within cost of goods sold for the year ended December 31, 2016 related to the change in useful life. Amortization expense relating to intangible assets was $73.8 million , $25.8 million and $14.6 million in 2016 , 2015 and 2014 , respectively. We estimate that amortization expense will be approximately $62.8 million in 2017, 2018 and 2019, approximately $62.3 million in 2020 and approximately $61.4 million in 2021. Intangible assets with finite lives are reviewed for impairment when circumstances or other events indicate that impairment may have occurred. |
INVESTMENTS-AFFILIATED COMPANIE
INVESTMENTS-AFFILIATED COMPANIES | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS-AFFILIATED COMPANIES | INVESTMENTS—AFFILIATED COMPANIES During 2013, we sold our equity interest in a bleach joint venture which resulted in a gain of $6.5 million . During both 2016 and 2015, we received $8.8 million as a result of the sale. As of December 31, 2016, all amounts have been collected under the sale arrangement. On February 11, 2011, we acquired PolyOne’s 50% interest in SunBelt. With this acquisition, we agreed to a three-year earn out, which had no guaranteed minimum or maximum, based on the performance of SunBelt Chlor Alkali Partnership (SunBelt). For the year ended December 31, 2014, we paid the final payment of $26.7 million for the earn out related to the 2013 SunBelt performance. The earn out payment for 2014 included $14.8 million that was recognized as part of the original purchase price. The $14.8 million is included as a financing activity in the statement of cash flows. We hold a 9.1% limited partnership interest in Bay Gas Storage Company, Ltd. (Bay Gas), an Alabama limited partnership, in which EnergySouth, Inc. (EnergySouth) is the general partner with interest of 90.9% . Bay Gas owns, leases and operates underground gas storage and related pipeline facilities, which are used to provide storage in the McIntosh, AL area and delivery of natural gas to EnergySouth customers. The following table summarizes our investment in our non-consolidated equity affiliate: December 31, 2016 2015 ($ in millions) Bay Gas $ 26.7 $ 25.0 The following table summarizes our equity earnings of our non-consolidated affiliate: Years Ended December 31, 2016 2015 2014 ($ in millions) Bay Gas $ 1.7 $ 1.7 $ 1.7 We did not receive any distributions from our non-consolidated affiliates in 2016 , 2015 and 2014 . |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2016 | |
Debt Instruments [Abstract] | |
DEBT | DEBT Long-Term Debt December 31, 2016 2015 Notes payable: ($ in millions) Variable-rate Senior Term Loan facility, due 2020 (2.77% and 2.17% at December 31, 2016 and 2015, respectively) $ 1,282.5 $ 1,350.0 Variable-rate Sumitomo credit facility, due 2018 (2.27% and 1.77% at December 31, 2016 and 2015, respectively) 590.0 800.0 Variable-rate Recovery Zone bonds, due 2024-2035 (2.47% and 1.40% at December 31, 2016 and 2015, respectively) 103.0 103.0 Variable-rate Go Zone bonds, due 2024 (2.47% and 1.40% at December 31, 2016 and 2015, respectively) 50.0 50.0 Variable-rate Industrial development and environmental improvement obligations, due 2025 (0.25% and 0.27% at December 31, 2016 and 2015, respectively) 2.9 2.9 9.75%, due 2023 720.0 720.0 10.00%, due 2025 500.0 500.0 5.50%, due 2022 200.0 200.0 6.75%, due 2016 — 125.0 7.23%, SunBelt Notes due 2013-2017 12.2 24.4 Receivables financing agreement 210.0 — Capital lease obligations 3.9 4.6 Total notes payable 3,674.5 3,879.9 Deferred debt issuance costs and unamortized fair value premium (28.5 ) (32.7 ) Interest rate swaps (28.4 ) 1.6 Total debt 3,617.6 3,848.8 Amounts due within one year 80.5 205.0 Total long-term debt $ 3,537.1 $ 3,643.8 On December 20, 2016, we entered into a three year, $250.0 million Receivables Financing Agreement. Under the Receivables Financing Agreement, our eligible trade receivables are used for collateralized borrowings and are continued to be serviced by us. As of December 31, 2016, $282.3 million of our trade receivables have been pledged as collateral. During 2016 we drew $230.0 million under the agreement and subsequently repaid $20.0 million . As of December 31, 2016, $210.0 million was drawn under the Receivables Financing Agreement. In addition, the Receivables Financing Agreement incorporates the leverage and coverage covenants that are contained in the senior revolving credit facility. The net $210.0 million proceeds were used to repay a portion of the Sumitomo Credit Facility. On the Closing Date, Spinco issued $720.0 million aggregate principal 2023 Notes and $500.0 million aggregate principal 2025 Notes to TDCC. TDCC transferred the Notes to certain unaffiliated securityholders in satisfaction of existing debt obligations of TDCC held or acquired by those unaffiliated securityholders. On October 5, 2015, certain initial purchasers purchased the Notes from the unaffiliated securityholders. During 2016, the Notes were registered under the Securities Act of 1933, as amended. Interest on the Notes began accruing from October 1, 2015 and are paid semi-annually beginning on April 15, 2016. The Notes are not redeemable at any time prior to October 15, 2020. Neither Olin nor Spinco received any proceeds from the sale of the Notes. Upon the consummation of the Transactions, Olin became guarantor of the Notes. On June 23, 2015, Spinco entered into a new five-year delayed-draw term loan facility of up to $1,050.0 million . As of the Closing Date, Spinco drew $875.0 million to finance the cash portion of the Cash and Debt Distribution. Also on June 23, 2015, Olin and Spinco entered into a new five-year $1,850.0 million senior credit facility consisting of a $500.0 million senior revolving credit facility, which replaced Olin’s $265.0 million senior revolving credit facility at the closing of the Merger, and a $1,350.0 million delayed-draw term loan facility. As of the Closing Date, an additional $475.0 million was drawn by Olin under this term loan facility which was used to pay fees and expenses of the Transactions, obtain additional funds for general corporate purposes and refinance Olin’s existing senior term loan facility due in 2019. Subsequent to the Closing Date, these senior credit facilities were consolidated into a single senior credit facility. This new senior credit facility will expire in 2020. The $500.0 million senior revolving credit facility includes a $100.0 million letter of credit subfacility. At December 31, 2016 , we had $483.4 million available under our $500.0 million senior revolving credit facility because we had issued $16.6 million of letters of credit under the $100.0 million subfacility. The term loan facility includes amortization payable in equal quarterly installments at a rate of 5.0% per annum for the first two years, increasing to 7.5% per annum for the following year and to 10.0% per annum for the last two years. During 2016, we repaid $67.5 million under the required quarterly installments of this new senior credit facility. Under the new senior credit facility, we may select various floating rate borrowing options. The actual interest rate paid on borrowings under the senior credit facility is based on a pricing grid which is dependent upon the leverage ratio as calculated under the terms of the applicable facility for the prior fiscal quarter. The facility includes various customary restrictive covenants, including restrictions related to the ratio of debt to earnings before interest expense, taxes, depreciation and amortization (leverage ratio) and the ratio of earnings before interest expense, taxes, depreciation and amortization to interest expense (coverage ratio). Compliance with these covenants is determined quarterly based on the operating cash flows. We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of December 31, 2016 and 2015, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured. In the future, our ability to generate sufficient operating cash flows, among other factors, will determine the amounts available to be borrowed under these facilities. As of December 31, 2016, there were no covenants or other restrictions that limited our ability to borrow. On August 25, 2015, Olin entered into a Credit Agreement with a syndicate of lenders and Sumitomo Mitsui Banking Corporation, as administrative agent, in connection with the Transactions. Olin obtained term loans in an aggregate amount of $600.0 million under the Sumitomo Credit Facility. On November 3, 2015, we entered into an amendment to the Sumitomo Credit Facility which increased the aggregate amount of term loans available by $200.0 million . On the Closing Date, $600.0 million of loans under the Credit Agreement were made available and borrowed upon and on November 5, 2015, $200.0 million of loans under the Credit Agreement were made available and borrowed upon. The term loans under the Sumitomo Credit Facility will mature on October 5, 2018 and will have no scheduled amortization payments. The proceeds of the Sumitomo Credit Facility were used to refinance existing Spinco indebtedness at the Closing Date of $569.0 million , to pay fees and expenses in connection with the Transactions and for general corporate purposes. The Credit Agreement contains customary representations, warranties and affirmative and negative covenants which are substantially similar to those included in the new $1,850.0 million senior credit facility. During 2016, $210.0 million was repaid under the Sumitomo Credit Facility using proceeds from the Receivables Financing Agreement. In June 2016, we repaid $125.0 million of 6.75% senior notes due 2016 (2016 Notes), which became due. In 2016, we paid debt issuance costs of $1.0 million for the registration of the Notes. In 2015, we paid debt issuance costs of $13.3 million relating to the Notes, the Sumitomo Credit Facility and the new $1,850.0 million senior credit facility. On March 26, 2015, we and certain financial institutions executed commitment letters pursuant to which the financial institutions agreed to provide $3,354.5 million of Bridge Financing, in each case on the terms and conditions set forth in the commitment letters. The Bridge Financing was not drawn on to facilitate the Acquisition and the commitments for the Bridge Financing have been terminated as of the Closing Date. For the year ended December 31, 2015, we paid debt issuance costs of $30.0 million associated with the Bridge Financing, which are included in interest expense. In August 2014, we redeemed our $150.0 million 2019 Notes, which would have matured on August 15, 2019. We recognized interest expense of $9.5 million for the call premium ( $6.7 million ), the write-off of unamortized deferred debt issuance costs ( $2.1 million ) and unamortized discount ( $0.7 million ) related to this action during 2014. On June 24, 2014, we entered into a five-year $415.0 million senior credit facility consisting of a $265.0 million senior revolving credit facility, which replaced our previous $265.0 million senior revolving credit facility, and a $150.0 million delayed-draw term loan facility. In August 2014, we drew the entire $150.0 million of the term loan and used the proceeds to redeem our 2019 Notes. In 2015 and 2014, we repaid $2.8 million and $0.9 million , respectively, under the required quarterly installments of the $150.0 million term loan facility and, on the Closing Date of the Acquisition, the remaining $146.3 million was refinanced using the proceeds of the new senior credit facility. We recognized interest expense of $0.5 million for the write-off of unamortized deferred debt issuance costs related to this action. Pursuant to a note purchase agreement dated December 22, 1997, SunBelt sold $97.5 million of Guaranteed Senior Secured Notes due 2017, Series O, and $97.5 million of Guaranteed Senior Secured Notes due 2017, Series G. We refer to these notes as the SunBelt Notes. The SunBelt Notes bear interest at a rate of 7.23% per annum, payable semi-annually in arrears on each June 22 and December 22. Beginning on December 22, 2002 and each year through 2017, SunBelt is required to repay $12.2 million of the SunBelt Notes, of which $6.1 million is attributable to the Series O Notes and of which $6.1 million is attributable to the Series G Notes. In December 2016 , 2015 and 2014 , $12.2 million was repaid on these SunBelt Notes. We have guaranteed the Series O Notes, and PolyOne, our former SunBelt partner, has guaranteed the Series G Notes, in both cases pursuant to customary guaranty agreements. We have agreed to indemnify PolyOne for any payments or other costs under the guarantee in favor of the purchasers of the Series G Notes, to the extent any payments or other costs arise from a default or other breach under the SunBelt Notes. If SunBelt does not make timely payments on the SunBelt Notes, whether as a result of a failure to pay on a guarantee or otherwise, the holders of the SunBelt Notes may proceed against the assets of SunBelt for repayment. During 2015, assets of $1.4 million were acquired under capital leases with terms between 6 years and 7 years. At December 31, 2016 , we had total letters of credit of $73.3 million outstanding, of which $16.6 million were issued under our $500.0 million senior revolving credit facility. The letters of credit are used to support certain long-term debt, certain workers compensation insurance policies, certain plant closure and post-closure obligations and certain international pension funding requirements. Annual maturities of long-term debt, including capital lease obligations, are $80.3 million in 2017 , $691.9 million in 2018 , $345.7 million in 2019 , $980.3 million in 2020 , $0.2 million in 2021 and a total of $1,576.1 million thereafter. In April 2016, we entered into three tranches of forward starting interest rate swaps whereby we agreed to pay fixed rates to the counterparties who, in turn, pay us floating rates on $1,100.0 million , $900.0 million , and $400.0 million of our underlying floating-rate debt obligations. Each tranche’s term length is for twelve months beginning on December 31, 2016, December 31, 2017, and December 31, 2018, respectively. The counterparties to the agreements are SMBC Capital Markets, Inc., Wells Fargo Bank, N.A. (Wells Fargo), PNC Bank, National Association, and Toronto-Dominion Bank. These counterparties are large financial institutions. We have designated the swaps as cash flow hedges of the risk of changes in interest payments associated with our variable rate borrowings. Accordingly, the swap agreements have been recorded at their fair market value of $9.6 million and are included in other current assets and other assets on the accompanying consolidated balance sheet, with the corresponding gain deferred as a component of other comprehensive loss. No gain or loss has been recorded in earnings as a result of ineffectiveness. In April 2016, we entered into interest rate swaps on $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates to the counterparties who, in turn, pay us fixed rates. The counterparties to these agreements are Toronto-Dominion Bank and SMBC Capital Markets, Inc., both of which are major financial institutions. In October 2016, we entered into interest rate swaps on an additional $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates to the counterparties who, in turn, pay us fixed rates. The counterparties to these agreements are PNC Bank, National Association and Wells Fargo, both of which are major financial institutions. We have designated the April 2016 and October 2016 interest rate swap agreements as fair value hedges of the risk of changes in the value of fixed rate debt due to changes in interest rates for a portion of our fixed rate borrowings. Accordingly, the swap agreements have been recorded at their fair market value of $28.5 million and are included in other long-term liabilities on the accompanying consolidated balance sheet, with a corresponding decrease in the carrying amount of the related debt. For the year ended December 31, 2016, $2.6 million of income has been recorded to interest expense on the accompanying consolidated statement of operations related to these swap agreements. No gain or loss has been recorded in earnings as a result of ineffectiveness. In June 2012, we terminated $73.1 million of interest rate swaps with Wells Fargo that had been entered into on the SunBelt Notes in May 2011. The result was a gain of $2.2 million which will be recognized through 2017. As of December 31, 2016 , $0.1 million of this gain was included in current installments of long-term debt. Our loss in the event of nonperformance by these counterparties could be significant to our financial position and results of operations. These interest rate swaps reduced interest expense by $3.7 million , $2.8 million and 2.9 million in 2016, 2015 and 2014, respectively. The difference between interest paid and interest received is included as an adjustment to interest expense. |
PENSION PLANS
PENSION PLANS | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
PENSION PLANS | PENSION PLANS We sponsor domestic and foreign defined benefit pension plans for eligible employees and retirees. Most of our domestic employees participate in defined contribution plans. However, a portion of our bargaining hourly employees continue to participate in our domestic defined benefit pension plans under a flat-benefit formula. Our funding policy for the defined benefit pension plans is consistent with the requirements of federal laws and regulations. Our foreign subsidiaries maintain pension and other benefit plans, which are consistent with statutory practices. Our domestic defined benefit pension plan provides that if, within three years following a change of control of Olin, any corporate action is taken or filing made in contemplation of, among other things, a plan termination or merger or other transfer of assets or liabilities of the plan, and such termination, merger or transfer thereafter takes place, plan benefits would automatically be increased for affected participants (and retired participants) to absorb any plan surplus (subject to applicable collective bargaining requirements). Effective as of the Closing Date, we changed the approach used to measure service and interest costs for our defined benefit pension plans. Prior to the Closing Date, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. Subsequent to the Closing Date, we elected to measure service and interest costs by applying the specific spot rates along the yield curve to the plans’ estimated cash flows. We believe the new approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our plan obligations. We have accounted for this change as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis. During the fourth quarter of 2014, the Society of Actuaries (SOA) issued the final report of its mortality tables and mortality improvement scales. The updated mortality data reflected increasing life expectancies in the U.S. During the third quarter of 2012, the “Moving Ahead for Progress in the 21st Century Act” (MAP-21) became law. The law changed the mechanism for determining interest rates to be used for calculating minimum defined benefit pension plan funding requirements. Interest rates are determined using an average of rates for a 25-year period, which can have the effect of increasing the annual discount rate, reducing the defined benefit pension plan obligation, and potentially reducing or eliminating the minimum annual funding requirement. The law also increased premiums paid to the PBGC. During the third quarter of 2014, the “Highway and Transportation Funding Act” (HATFA 2014) became law, which includes an extension of MAP-21’s defined benefit plan funding stabilization relief. During 2016, we made a discretionary cash contribution to our domestic qualified defined benefit pension plan of $6.0 million. Based on our plan assumptions and estimates, we will not be required to make any cash contributions to the domestic qualified defined benefit pension plan at least through 2017 . We have international qualified defined benefit pension plans to which we made cash contributions of $1.3 million and $0.9 million in 2016 and 2015 , respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2017 . As of the Closing Date and as part of the Acquisition, our domestic qualified defined benefit pension plan assumed certain domestic qualified defined benefit pension obligations and assets related to active employees and certain terminated, vested retirees of the Acquired Business with a net liability of $281.7 million . In connection therewith, pension assets were transferred from TDCC’s domestic qualified defined benefit pension plans to our domestic qualified defined benefit pension plan. Immediately prior to the Acquisition, the Acquired Business’s participant accounts assumed in the Acquisition were closed to new participants and were no longer accruing additional benefits. Also as of the Closing Date, we assumed certain accrued defined benefit pension liabilities relating to employees of TDCC in Germany, Switzerland and other international locations who transferred to Olin in connection with the Acquisition. The net liability assumed as of the Closing Date was $160.6 million . Pension Obligations and Funded Status Changes in the benefit obligation and plan assets were as follows: December 31, 2016 December 31, 2015 ($ in millions) ($ in millions) Change in Benefit Obligation U.S. Foreign Total U.S. Foreign Total Benefit obligation at beginning of year $ 2,458.5 $ 227.4 $ 2,685.9 $ 2,116.5 $ 66.3 $ 2,182.8 Service cost 1.3 7.6 8.9 2.1 2.2 4.3 Interest cost 82.4 5.3 87.7 80.2 3.1 83.3 Actuarial (gain) loss 88.7 20.4 109.1 (45.8 ) 1.8 (44.0 ) Benefits paid (132.2 ) (3.4 ) (135.6 ) (205.6 ) (2.8 ) (208.4 ) Curtailments/settlements — — — 12.6 0.1 12.7 Plan participant’s contributions — 0.9 0.9 — — — Plan amendments — (1.2 ) (1.2 ) — — — Business combination (32.5 ) — (32.5 ) 498.5 171.4 669.9 Currency translation adjustments — (6.0 ) (6.0 ) — (14.7 ) (14.7 ) Benefit obligation at end of year $ 2,466.2 $ 251.0 $ 2,717.2 $ 2,458.5 $ 227.4 $ 2,685.9 December 31, 2016 December 31, 2015 ($ in millions) ($ in millions) Change in Plan Assets U.S. Foreign Total U.S. Foreign Total Fair value of plans’ assets at beginning of year $ 1,974.0 $ 62.5 $ 2,036.5 $ 1,915.4 $ 63.3 $ 1,978.7 Actual return on plans’ assets 191.5 3.5 195.0 (25.4 ) 0.4 (25.0 ) Employer contributions 6.4 2.0 8.4 77.6 1.0 78.6 Benefits paid (132.2 ) (3.4 ) (135.6 ) (205.6 ) (2.8 ) (208.4 ) Business combination (27.7 ) — (27.7 ) 212.0 10.8 222.8 Currency translation adjustments — 1.9 1.9 — (10.2 ) (10.2 ) Fair value of plans’ assets at end of year $ 2,012.0 $ 66.5 $ 2,078.5 $ 1,974.0 $ 62.5 $ 2,036.5 December 31, 2016 December 31, 2015 ($ in millions) ($ in millions) Funded Status U.S. Foreign Total U.S. Foreign Total Qualified plans $ (450.6 ) $ (182.6 ) $ (633.2 ) $ (480.8 ) $ (163.5 ) $ (644.3 ) Non-qualified plans (3.6 ) (1.9 ) (5.5 ) (3.7 ) (1.4 ) (5.1 ) Total funded status $ (454.2 ) $ (184.5 ) $ (638.7 ) $ (484.5 ) $ (164.9 ) $ (649.4 ) Under ASC 715 we recorded a $40.7 million after-tax charge ( $66.1 million pretax) to shareholders’ equity as of December 31, 2016 for our pension plans. This charge reflected a 30 -basis point decrease in the domestic pension plans’ discount rate, partially offset by favorable performance on plan assets during 2016 . In 2015 , we recorded a $78.8 million after-tax charge ( $125.4 million pretax) to shareholders’ equity as of December 31, 2015 for our pension plans. This charge reflected unfavorable performance on plan assets during 2015 partially offset by a 50 -basis point decrease in the domestic pension plans’ discount rate. The $109.1 million actuarial loss for 2016 was primarily due to a 30 -basis point decrease in the domestic pension plans’ discount rate. The $44.0 million actuarial gain for 2015 was primarily due to a 50 -basis point increase in the plans’ discount rate. The $12.7 million curtailments/settlements for 2015 was primarily due to the change in control which created a mandatory acceleration of payments under the domestic non-qualified pension plan as a result of the Acquisition. Amounts recognized in the consolidated balance sheets consisted of: December 31, 2016 December 31, 2015 ($ in millions) ($ in millions) U.S. Foreign Total U.S. Foreign Total Accrued benefit in current liabilities $ (0.4 ) $ (0.2 ) $ (0.6 ) $ (0.4 ) $ (0.1 ) $ (0.5 ) Accrued benefit in noncurrent liabilities (453.8 ) (184.3 ) (638.1 ) (484.1 ) (164.8 ) (648.9 ) Accumulated other comprehensive loss 743.1 43.5 786.6 714.2 26.6 740.8 Net balance sheet impact $ 288.9 $ (141.0 ) $ 147.9 $ 229.7 $ (138.3 ) $ 91.4 At December 31, 2016 and 2015 , the benefit obligation of non-qualified pension plans was $5.5 million and $5.1 million , respectively, and was included in the above pension benefit obligation. There were no plan assets for these non-qualified pension plans. Benefit payments for the non-qualified pension plans are expected to be as follows: 2017 — $0.6 million ; 2018 — $0.5 million ; 2019 — $0.6 million ; 2020 — $0.6 million ; and 2021 — $0.3 million . Benefit payments for the qualified plans are projected to be as follows: 2017 — $135.5 million ; 2018 — $136.8 million ; 2019 — $136.9 million ; 2020 — $137.7 million ; and 2021 — $136.5 million . December 31, 2016 2015 ($ in millions) Projected benefit obligation $ 2,717.2 $ 2,685.9 Accumulated benefit obligation 2,685.7 2,655.0 Fair value of plan assets 2,078.5 2,036.5 Years Ended December 31, 2016 2015 2014 Components of Net Periodic Benefit Costs (Income) ($ in millions) Service cost $ 12.3 $ 7.8 $ 5.3 Interest cost 87.7 83.3 86.5 Expected return on plans’ assets (157.8 ) (147.4 ) (139.5 ) Amortization of prior service cost — 1.6 2.2 Recognized actuarial loss 20.7 26.2 20.3 Curtailments/settlements — 47.2 0.2 Net periodic benefit costs (income) $ (37.1 ) $ 18.7 $ (25.0 ) Included in Other Comprehensive Loss (Pretax) Liability adjustment $ 66.1 $ 125.4 $ 138.9 Amortization of prior service costs and actuarial losses (20.7 ) (62.4 ) (22.7 ) The $47.2 million curtailments/settlements for 2015 were due to a settlement of $47.1 million of costs incurred as a result of the change in control which created a mandatory acceleration of payments under the domestic non-qualified pension plan as a result of the Acquisition. These charges were included in acquisition-related costs. Also, for the years ended December 31, 2015 and 2014, we recorded a curtailment charge of $0.1 million and $0.2 million , respectively, associated with permanently closing a portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014. These charges were included in restructuring charges. The defined benefit pension plans’ actuarial loss that will be recognized from accumulated other comprehensive loss into net periodic benefit income in 2017 will be approximately $27 million . The service cost and the amortization of prior service cost components of pension expense related to the employees of the operating segments are allocated to the operating segments based on their respective estimated census data. Pension Plan Assumptions Certain actuarial assumptions, such as discount rate and long-term rate of return on plan assets, have a significant effect on the amounts reported for net periodic benefit cost and accrued benefit obligation amounts. We use a measurement date of December 31 for our pension plans. U.S. Pension Benefits Foreign Pension Benefits Weighted-Average Assumptions 2016 2015 2014 2016 2015 2014 Discount rate—periodic benefit cost 4.4%(1) 3.9 % 4.5 % 2.7 % 2.8 % 4.8 % Expected return on assets 7.75 % 7.75 % 7.75 % 6.0 % 6.0 % 7.50 % Rate of compensation increase 3.0 % 3.0 % 3.0 % 3.0 % 3.0 % 3.5 % Discount rate—benefit obligation 4.1 % 4.4 % 3.9 % 2.3 % 2.7 % 3.9 % (1) The discount rate—periodic benefit cost for our domestic qualified pension plan is comprised of the discount rate used to determine interest costs of 3.5% and the discount rate used to determine service costs of 4.6% . The discount rate is based on a hypothetical yield curve represented by a series of annualized individual zero-coupon bond spot rates for maturities ranging from one-half to thirty years. The bonds used in the yield curve must have a rating of AA or better per Standard & Poor’s, be non-callable, and have at least $250 million par outstanding. The yield curve is then applied to the projected benefit payments from the plan. Based on these bonds and the projected benefit payment streams, the single rate that produces the same yield as the matching bond portfolio is used as the discount rate. The long-term expected rate of return on plan assets represents an estimate of the long-term rate of returns on the investment portfolio consisting of equities, fixed income and alternative investments. We use long-term historical actual return information, the allocation mix of investments that comprise plan assets, and forecast estimates of long-term investment returns, including inflation rates, by reference to external sources. The historic rates of return on plan assets have been 7.0% for the last 5 years, 9.1% for the last 10 years and 9.0% for the last 15 years. The following rates of return by asset class were considered in setting the long-term rate of return assumption: U.S. equities 9% to 13% Non-U.S. equities 10% to 14% Fixed income/cash 5% to 9% Alternative investments 5% to 15% Absolute return strategies 8% to 12% Plan Assets Our pension plan asset allocation at December 31, 2016 and 2015 by asset class was as follows: Percentage of Plan Assets Asset Class 2016 2015 U.S. equities 19 % 4 % Non-U.S. equities 15 % 6 % Fixed income/cash 35 % 47 % Acquisition plan receivable — % 10 % Alternative investments 20 % 19 % Absolute return strategies 11 % 14 % Total 100 % 100 % The Alternative Investments asset class includes hedge funds, real estate and private equity investments. The Alternative Investments class is intended to help diversify risk and increase returns by utilizing a broader group of assets. Absolute Return Strategies further diversify the plan’s assets through the use of asset allocations that seek to provide a targeted rate of return over inflation. The investment managers allocate funds within asset classes that they consider to be undervalued in an effort to preserve gains in overvalued asset classes and to find opportunities in undervalued asset classes. A master trust was established by our pension plan to accumulate funds required to meet benefit payments of our plan and is administered solely in the interest of our plan’s participants and their beneficiaries. The master trust’s investment horizon is long term. Its assets are managed by professional investment managers or invested in professionally managed investment vehicles. Our pension plan maintains a portfolio of assets designed to achieve an appropriate risk adjusted return. The portfolio of assets is also structured to manage risk by diversifying assets across asset classes whose return patterns are not highly correlated, investing in passively and actively managed strategies and in value and growth styles, and by periodic rebalancing of asset classes, strategies and investment styles to objectively set targets. As of December 31, 2016 , the following target allocation and ranges have been set for each asset class: Asset Class Target Allocation Target Range U.S. equities 27 % 19-35 Non-U.S. equities 18 % 4-35 Fixed income/cash 29 % 20-80 Alternative investments 6 % 0-32 Absolute return strategies 20 % 10-30 Determining which hierarchical level an asset or liability falls within requires significant judgment. The following table summarizes our domestic and foreign defined benefit pension plan assets measured at fair value as of December 31, 2016 : Asset Class Investments Measured at NAV (1) Quoted Prices Significant Significant Total ($ in millions) Equity securities U.S. equities $ 241.4 $ 143.2 $ — $ — $ 384.6 Non-U.S. equities 248.6 38.6 29.9 — 317.1 Fixed income/cash Cash — 259.6 — — 259.6 Government treasuries 18.2 — 169.4 — 187.6 Corporate debt instruments 51.8 0.2 129.6 — 181.6 Asset-backed securities 61.4 — 36.4 — 97.8 Alternative investments Hedge fund of funds 380.6 — — — 380.6 Real estate funds 22.5 — — — 22.5 Private equity funds 16.4 — — — 16.4 Absolute return strategies 230.7 — — — 230.7 Total assets $ 1,271.6 $ 441.6 $ 365.3 $ — $ 2,078.5 The following table summarizes our domestic and foreign defined benefit pension plan assets measured at fair value as of December 31, 2015 : Asset Class Investments Measured at NAV (1) Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total ($ in millions) Equity securities U.S. equities $ 43.2 $ 36.4 $ — $ — $ 79.6 Non-U.S. equities 118.2 0.8 3.7 — 122.7 Acquisition plan receivable — — — 212.0 212.0 Fixed income/cash Cash — 60.1 — — 60.1 Government treasuries 41.7 — 385.9 — 427.6 Corporate debt instruments 52.8 0.3 261.1 — 314.2 Asset-backed securities 118.6 — 37.0 — 155.6 Alternative investments Hedge fund of funds 335.6 — — — 335.6 Real estate funds 27.4 — — — 27.4 Private equity funds 18.4 — — — 18.4 Absolute return strategies 283.3 — — — 283.3 Total assets $ 1,039.2 $ 97.6 $ 687.7 $ 212.0 $ 2,036.5 (1) Investments measured at net asset value (NAV) as a practical expedient reflect the adoption of ASU 2015-07, which was applied retrospectively, and, therefore, all prior periods have been retrospectively adjusted. U.S. equities —This class included actively and passively managed equity investments in common stock and commingled funds comprised primarily of large-capitalization stocks with value, core and growth strategies. Non-U.S. equities —This class included actively managed equity investments in commingled funds comprised primarily of international large-capitalization stocks from both developed and emerging markets. Acquisition plan receivable —This class included pension assets which will be transferred from TDCC’s U.S. qualified defined benefit pension plan trustee to our qualified defined benefit pension plan trustee in the form of cash related to the Acquisition. As of December 31, 2015, this amount was subject to certain post-closing adjustments. During 2016, assets of $184.3 million were transferred from TDCC’s U.S. qualified defined benefit pension plan trustee to our qualified defined benefit pension plan trustee, resulting in the settlement of the acquisition plan receivable. Fixed income and cash— This class included commingled funds comprised of debt instruments issued by the U.S. and Canadian Treasuries, U.S. Agencies, corporate debt instruments, asset- and mortgage-backed securities and cash. Hedge fund of funds— This class included a hedge fund which invests in the following types of hedge funds: Event driven hedge funds— This class included hedge funds that invest in securities to capture excess returns that are driven by market or specific company events including activist investment philosophies and the arbitrage of equity and private and public debt securities. Market neutral hedge funds —This class included investments in U.S. and international equities and fixed income securities while maintaining a market neutral position in those markets. Other hedge funds —This class primarily included long-short equity strategies and a global macro fund which invested in fixed income, equity, currency, commodity and related derivative markets. Real estate funds —This class included several funds that invest primarily in U.S. commercial real estate. Private equity funds —This class included several private equity funds that invest primarily in infrastructure and U.S. power generation and transmission assets. Absolute return strategies —This class included multiple strategies which use asset allocations that seek to provide a targeted rate of return over inflation. The investment managers allocate funds within asset classes that they consider to be undervalued in an effort to preserve gains in overvalued asset classes and to find opportunities in undervalued asset classes. U.S. equities and non-U.S. equities are primarily valued at the net asset value provided by the independent administrator or custodian of the commingled fund. The net asset value is based on the value of the underlying equities, which are traded on an active market. U.S. equities are also valued at the closing price reported in an active market on which the individual securities are traded. A portion of our fixed income investments are valued at the net asset value provided by the independent administrator or custodian of the fund. The net asset value is based on the underlying assets, which are valued using inputs such as the closing price reported, if traded on an active market, values derived from comparable securities of issuers with similar credit ratings, or under a discounted cash flow approach that utilizes observable inputs, such as current yields of similar instruments, but includes adjustments for risks that may not be observable such as certain credit and liquidity risks. Alternative investments are valued at the net asset value as determined by the independent administrator or custodian of the fund. The net asset value is based on the underlying investments, which are valued using inputs such as quoted market prices of identical instruments, discounted future cash flows, independent appraisals and market-based comparable data. Absolute return strategies are commingled funds which reflect the fair value of our ownership interest in these funds. The investments in these commingled funds include some or all of the above asset classes and are primarily valued at net asset values based on the underlying investments, which are valued consistent with the methodologies described above for each asset class. The following table summarizes the activity for our defined benefit pension plans level 3 assets for the year ended December 31, 2016 : December 31, 2015 Realized Unrealized Gain/(Loss) Relating to Assets Held at Period End Purchases, Sales, Settlements, and Other Transfers December 31, 2016 ($ in millions) Acquisition plan receivable $ 212.0 $ — $ — $ (212.0 ) $ — $ — The following table summarizes the activity for our defined benefit pension plans level 3 assets for the year ended December 31, 2015 : December 31, 2014 Realized Gain/(Loss) Unrealized Gain/(Loss) Relating to Assets Held at Period End Purchases, Sales, Settlements, and Other Transfers In/(Out) December 31, 2015 ($ in millions) Acquisition plan receivable $ — $ — $ — $ 212.0 $ — $ 212.0 |
POSTRETIREMENT BENEFITS
POSTRETIREMENT BENEFITS | 12 Months Ended |
Dec. 31, 2016 | |
POSTRETIREMENT BENEFITS Disclosure [Abstract] | |
POSTRETIREMENT BENEFITS | POSTRETIREMENT BENEFITS We provide certain postretirement healthcare (medical) and life insurance benefits for eligible active and retired domestic employees. The healthcare plans are contributory with participants’ contributions adjusted annually based on medical rates of inflation and plan experience. We use a measurement date of December 31 for our postretirement plans. Effective as of December 31, 2015, we changed the approach used to measure service and interest costs for our other postretirement benefits. For the year ended December 31, 2015, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. Beginning in 2016 for our other postretirement benefits, we elected to measure service and interest costs by applying the specific spot rates along the yield curve to the plans’ estimated cash flows. We believe the new approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our plan obligations. We have accounted for this change as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis. Other Postretirement Benefits Obligations and Funded Status Changes in the benefit obligation were as follows: December 31, 2016 December 31, 2015 ($ in millions) ($ in millions) Change in Benefit Obligation U.S. Foreign Total U.S. Foreign Total Benefit obligation at beginning of year $ 53.9 $ 8.1 $ 62.0 $ 58.5 $ 8.7 $ 67.2 Service cost 0.8 0.4 1.2 1.1 0.1 1.2 Interest cost 1.2 0.4 1.6 2.0 0.3 2.3 Actuarial loss (gain) (5.1 ) — (5.1 ) (0.7 ) 0.7 — Benefits paid (7.2 ) (0.4 ) (7.6 ) (7.0 ) (0.3 ) (7.3 ) Currency translation adjustments — 0.1 0.1 — (1.5 ) (1.5 ) Curtailment — — — — 0.1 0.1 Benefit obligation at end of year $ 43.6 $ 8.6 $ 52.2 $ 53.9 $ 8.1 $ 62.0 December 31, 2016 December 31, 2015 ($ in millions) ($ in millions) U.S. Foreign Total U.S. Foreign Total Funded status $ (43.6 ) $ (8.6 ) $ (52.2 ) $ (53.9 ) $ (8.1 ) $ (62.0 ) Under ASC 715 we recorded a $3.2 million after-tax benefit ( $5.1 million pretax) to shareholders’ equity as of December 31, 2016 for our other postretirement plans. In 2015 , we recorded an after-tax benefit of less than $0.1 million ( $0.1 million pretax) to shareholders’ equity as of December 31, 2015 for our other postretirement plans. Amounts recognized in the consolidated balance sheets consisted of: December 31, 2016 December 31, 2015 ($ in millions) ($ in millions) U.S. Foreign Total U.S. Foreign Total Accrued benefit in current liabilities $ (4.8 ) $ (0.3 ) $ (5.1 ) $ (5.3 ) $ (0.3 ) $ (5.6 ) Accrued benefit in noncurrent liabilities (38.8 ) (8.3 ) (47.1 ) (48.6 ) (7.8 ) (56.4 ) Accumulated other comprehensive loss 24.8 0.3 25.1 29.7 0.2 29.9 Net balance sheet impact $ (18.8 ) $ (8.3 ) $ (27.1 ) $ (24.2 ) $ (7.9 ) $ (32.1 ) Years Ended December 31, 2016 2015 2014 Components of Net Periodic Benefit Cost ($ in millions) Service cost $ 1.2 $ 1.2 $ 1.1 Interest cost 1.6 2.3 2.7 Amortization of prior service cost (2.6 ) — (0.1 ) Recognized actuarial loss 2.3 3.1 2.9 Curtailment — 0.1 — Net periodic benefit cost $ 2.5 $ 6.7 $ 6.6 Included in Other Comprehensive Loss (Pretax) Liability adjustment $ (5.1 ) $ (0.1 ) $ 3.1 Amortization of prior service costs and actuarial losses 0.3 (3.2 ) (2.8 ) For the year ended December 31, 2015, we recorded a curtailment charge of $0.1 million associated with permanently closing a portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014. This charge was included in restructuring charges. The other postretirement plans’ actuarial loss that will be recognized from accumulated other comprehensive loss into net periodic benefit cost in 2017 will be approximately $3 million . The service cost and amortization of prior service cost components of postretirement benefit expense related to the employees of the operating segments are allocated to the operating segments based on their respective estimated census data. Other Postretirement Benefits Plan Assumptions Certain actuarial assumptions, such as discount rate, have a significant effect on the amounts reported for net periodic benefit cost and accrued benefit obligation amounts. December 31, Weighted-Average Assumptions 2016 2015 2014 Discount rate—periodic benefit cost 4.1 % 3.7 % 4.3 % Discount rate—benefit obligation 3.8 % 4.1 % 3.7 % The discount rate is based on a hypothetical yield curve represented by a series of annualized individual zero-coupon bond spot rates for maturities ranging from one-half to thirty years. The bonds used in the yield curve must have a rating of AA or better per Standard & Poor’s, be non-callable, and have at least $250 million par outstanding. The yield curve is then applied to the projected benefit payments from the plan. Based on these bonds and the projected benefit payment streams, the single rate that produces the same yield as the matching bond portfolio is used as the discount rate. We review external data and our own internal trends for healthcare costs to determine the healthcare cost for the post retirement benefit obligation. The assumed healthcare cost trend rates for pre-65 retirees were as follows: December 31, 2016 2015 Healthcare cost trend rate assumed for next year 8.0 % 8.5 % Rate that the cost trend rate gradually declines to 5.0 % 5.0 % Year that the rate reaches the ultimate rate 2022 2022 For post-65 retirees, we provide a fixed dollar benefit, which is not subject to escalation. Assumed healthcare cost trend rates have an effect on the amounts reported for the healthcare plans. A one-percentage-point change in assumed healthcare cost trend rates would have the following effects: One-Percentage One-Percentage ($ in millions) Effect on total of service and interest costs $ 0.6 $ (0.4 ) Effect on postretirement benefit obligation 2.1 (1.8 ) We expect to make payments of approximately $5 million for each of the next five years under the provisions of our other postretirement benefit plans. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Years ended December 31, 2016 2015 2014 Components of Income (Loss) from Continuing Operations Before Taxes ($ in millions) Domestic $ (23.3 ) $ (66.9 ) $ 164.4 Foreign (10.9 ) 73.6 (1.7 ) Income (loss) from continuing operations before taxes $ (34.2 ) $ 6.7 $ 162.7 Components of Income Tax (Benefit) Provision Current expense (benefit): Federal $ (11.6 ) $ (16.6 ) $ 25.9 State 0.9 1.2 1.3 Foreign 15.7 14.4 5.3 5.0 (1.0 ) 32.5 Deferred (benefit) expense: Federal $ (10.1 ) $ 8.9 $ 26.9 State (5.1 ) (2.4 ) 3.0 Foreign (20.1 ) 2.6 (4.7 ) (35.3 ) 9.1 25.2 Income tax (benefit) provision $ (30.3 ) $ 8.1 $ 57.7 The following table accounts for the difference between the actual tax provision and the amounts obtained by applying the statutory U.S. federal income tax rate of 35% to the income (loss) from continuing operations before taxes. Years ended December 31, Effective Tax Rate Reconciliation (Percent) 2016 2015 2014 Statutory federal tax rate 35.0 % 35.0 % 35.0 % State income taxes, net 8.0 (38.2 ) 2.4 Foreign rate differential (25.1 ) (129.8 ) 0.4 U.S. tax on foreign earnings 24.4 128.6 (0.6 ) Domestic manufacturing/export tax incentive — — (1.8 ) Salt depletion 45.4 (38.8 ) (0.5 ) Non-deductible transaction costs — 133.1 — Change in valuation allowance (0.7 ) 27.9 1.1 Remeasurement of deferred taxes 9.4 7.6 0.4 Change in tax contingencies (9.7 ) 5.0 (0.3 ) Dividends paid to CEOP 2.8 (11.1 ) (0.5 ) Return to provision 5.3 (4.2 ) (0.7 ) Research tax credit 0.6 (3.1 ) — Other, net (6.8 ) 8.9 0.6 Effective tax rate 88.6 % 120.9 % 35.5 % The effective tax rate from continuing operations for 2016 included a benefit of $4.8 million associated with return to provision adjustments for the finalization of our prior years’ U.S. federal and state income tax returns. The return to provision adjustment for 2016 included $14.9 million of benefit primarily associated with a change in estimate related to the calculation of salt depletion and $9.7 million of expense associated with the correction of an immaterial error related to non-deductible acquisition costs. The effective tax rate from continuing operations for 2016 also included an expense of $4.1 million related to changes in uncertain tax positions for prior tax years and a benefit of $3.2 million related to the remeasurement of deferred taxes due to a decrease in our state effective tax rates. The effective tax rate from continuing operations for 2015 included $8.9 million of expense associated with certain transaction costs related to the Acquisition that are not deductible for U.S. tax purposes partially offset by $2.6 million of benefit associated with salt depletion deductions. The effective tax rate from continuing operations for 2014 included $1.2 million of benefit associated with return to provision adjustments for the finalization of our 2013 U.S. federal and state income tax returns and $0.7 million of benefit associated with the expiration of the statutes of limitations in federal and state jurisdictions. These items were partially offset by $0.8 million of expense associated with increases in valuation allowances on certain state tax credit balances, primarily due to a change in state tax law, and $0.6 million of expense related to the remeasurement of deferred taxes due to an increase in state effective tax rates. December 31, Components of Deferred Tax Assets and Liabilities 2016 2015 ($ in millions) Deferred tax assets: Pension and postretirement benefits $ 226.1 $ 235.2 Environmental reserves 54.5 55.3 Asset retirement obligations 22.0 21.0 Accrued liabilities 53.0 53.7 Tax credits 13.2 23.3 Net operating losses 105.3 40.1 Capital loss carryforward 2.8 4.7 Other miscellaneous items — 18.5 Total deferred tax assets 476.9 451.8 Valuation allowance (29.0 ) (29.3 ) Net deferred tax assets 447.9 422.5 Deferred tax liabilities: Property, plant and equipment 875.5 875.6 Intangible amortization 137.3 138.4 Inventory and prepaids 13.6 11.6 Partnerships 106.3 101.4 Taxes on unremitted earnings 223.6 294.8 Other miscellaneous items 4.6 — Total deferred tax liabilities 1,360.9 1,421.8 Net deferred tax liability $ (913.0 ) $ (999.3 ) Realization of the net deferred tax assets, irrespective of indefinite-lived deferred tax liabilities, is dependent on future reversals of existing taxable temporary differences and adequate future taxable income, exclusive of reversing temporary differences and carryforwards. Although realization is not assured, we believe that it is more likely than not that the net deferred tax assets will be realized. At December 31, 2016 , we had a U.S. net operating loss carryforward (NOL) of approximately $198.0 million (representing $69.3 million of deferred tax assets) that will expire in years 2017 through 2036, if not utilized. The utilization of $2.5 million of the deferred tax assets are limited under Section 382 of the U.S. Internal Revenue Code to $1.0 million in 2017 and $0.5 million in 2018 through 2020. At December 31, 2016 , we had deferred state tax benefits of $13.2 million relating to state NOLs, which are available to offset future state taxable income through 2036. At December 31, 2016 , we had deferred state tax benefits of $12.9 million relating to state tax credits, which are available to offset future state tax liabilities through 2031. At December 31, 2016 , we had a capital loss carryforward of $7.3 million (representing $2.8 million of deferred tax assets) which are available to offset future consolidated capital gains that will expire in years 2018 through 2021, if not utilized. At December 31, 2016 , we had a NOL of approximately $89.0 million (representing $22.8 million of deferred tax assets) in various foreign jurisdictions. Of these, $21.6 million (representing $5.4 million of deferred tax assets) expire in various years from 2020 to 2026. The remaining $67.4 million (representing $17.4 million of deferred tax assets) do not expire. The activity of our deferred income tax valuation allowance was as follows: December 31, 2016 2015 ($ in millions) Beginning balance $ 29.3 $ 16.6 Charged to income tax provision 8.4 1.8 Acquisition activity (4.3 ) 12.3 Deductions from reserves - credited to income tax provision (4.4 ) (1.4 ) Ending balance $ 29.0 $ 29.3 As of December 31, 2016 , we had $38.4 million of gross unrecognized tax benefits, which would have a net $36.7 million impact on the effective tax rate from continuing operations, if recognized. As of December 31, 2015 , we had $35.1 million of gross unrecognized tax benefits, which would have a net $33.5 million impact on the effective tax rate from continuing operations, if recognized. The change for 2016 primarily relates to additional gross unrecognized benefits for prior year tax positions, as well as the settlement of ongoing audits. The change for 2015 primarily relates to additional gross unrecognized benefits for prior year tax positions, as well as the settlement of ongoing audits. The amounts of unrecognized tax benefits were as follows: December 31, 2016 2015 ($ in millions) Beginning balance $ 35.1 $ 36.1 Increase for current year tax positions 1.7 — Increase for prior year tax positions 5.8 0.2 Reductions due to statute of limitations (0.3 ) — Decrease for prior year tax positions (1.8 ) — Decrease due to tax settlements (2.1 ) (1.2 ) Ending balance $ 38.4 $ 35.1 Income from discontinued operations, net for the year ended December 31, 2014 included $2.2 million of tax expense related to changes in tax contingencies. We recognize interest and penalty expense related to unrecognized tax positions as a component of the income tax provision. As of December 31, 2016 and 2015 , interest and penalties accrued were $3.0 million and $3.4 million , respectively. For 2016 , 2015 and 2014 , we recorded (benefit) expense related to interest and penalties of $(0.4) million , $0.2 million and $0.4 million , respectively. As of December 31, 2016 , we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $12.3 million over the next twelve months. The anticipated reduction primarily relates to settlements with tax authorities and the expiration of federal, state and foreign statutes of limitation. We operate globally and file income tax returns in numerous jurisdictions. Our tax returns are subject to examination by various federal, state and local tax authorities. Our U.S. federal income tax returns are under examination by the Internal Revenue Service (IRS) for tax years 2008 and 2010 to 2012. In connection with the Acquisition, TDCC retained liabilities relating to taxes to the extent arising prior to the Closing Date. We believe we have adequately provided for all tax positions; however, amounts asserted by taxing authorities could be greater than our accrued position. For our primary tax jurisdictions, the tax years that remain subject to examination are as follows: Tax Years U.S. federal income tax 2008; 2010 - 2015 U.S. state income tax 2006 - 2015 Canadian federal income tax 2012 - 2015 Brazil 2014 - 2015 Germany 2015 China 2014 - 2015 The Netherlands 2014 - 2015 South Korea 2014 - 2015 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Included in accrued liabilities were the following: December 31, 2016 2015 ($ in millions) Acquisition-related accruals $ — $ 90.2 Accrued compensation and payroll taxes 77.8 53.4 Tax-related accruals 40.9 29.5 Accrued interest 30.7 35.0 Legal and professional costs 21.2 32.0 Accrued employee benefits 21.2 24.4 Environmental (current portion only) 17.0 19.0 Asset retirement obligation (current portion only) 12.6 7.3 Other 42.4 37.3 Accrued liabilities $ 263.8 $ 328.1 |
CONTRIBUTING EMPLOYEE OWNERSHIP
CONTRIBUTING EMPLOYEE OWNERSHIP PLAN | 12 Months Ended |
Dec. 31, 2016 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | |
CONTRIBUTING EMPLOYEE OWNERSHIP PLAN | CONTRIBUTING EMPLOYEE OWNERSHIP PLAN The Contributing Employee Ownership Plan (CEOP) is a defined contribution plan available to essentially all domestic employees. We provide a contribution to an individual retirement contribution account maintained with the CEOP equal to an amount of between 5% and 10% of the employee’s eligible compensation. The defined contribution plan expense was $28.2 million , $18.1 million and $16.1 million for 2016 , 2015 and 2014 , respectively. The increase in defined contribution plan expense was due to the additional employees added in conjunction with the Acquired Business. Company matching contributions are invested in the same investment allocation as the employee’s contribution. Our matching contributions for eligible employees amounted to $11.2 million , $6.9 million and $5.7 million in 2016 , 2015 and 2014 , respectively. Employees generally become vested in the value of the contributions we make to the CEOP according to a schedule based on service. After two years of service, participants are 25% vested. They vest in increments of 25% for each additional year and after five years of service, they are 100% vested in the value of the contributions that we have made to their accounts. Employees may transfer any or all of the value of the investments, including Olin common stock, to any one or combination of investments available in the CEOP. Employees may transfer balances daily and may elect to transfer any percentage of the balance in the fund from which the transfer is made. However, when transferring out of a fund, employees are prohibited from trading out of the fund to which the transfer was made for seven calendar days. This limitation does not apply to trades into the money market fund or the Olin Common Stock Fund. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock-based compensation expense was allocated to the operating segments for the portion related to employees whose compensation would be included in cost of goods sold with the remainder recognized in corporate/other. There were no significant capitalized stock-based compensation costs. Stock-based compensation granted includes stock options, performance stock awards, restricted stock awards and deferred directors’ compensation. Stock-based compensation expense was as follows: Years ended December 31, 2016 2015 2014 ($ in millions) Stock-based compensation $ 11.2 $ 11.5 $ 9.2 Mark-to-market adjustments 3.0 (3.0 ) (3.6 ) Total expense $ 14.2 $ 8.5 $ 5.6 Stock Plans Under the stock option and long-term incentive plans, options may be granted to purchase shares of our common stock at an exercise price not less than fair market value at the date of grant, and are exercisable for a period not exceeding ten years from that date. Stock options, restricted stock and performance shares typically vest over three years. We issue shares to settle stock options, restricted stock and share-based performance awards. In 2016 , 2015 and 2014 long-term incentive awards included stock options, performance share awards and restricted stock. The stock option exercise price was set at the fair market value of common stock on the date of the grant, and the options have a ten -year term. Stock option transactions were as follows: Exercisable Shares Option Price Weighted-Average Options Weighted-Average Outstanding at January 1, 2016 4,720,105 $14.28-27.65 $ 21.29 3,371,449 $ 19.28 Granted 1,670,400 13.14 13.14 Exercised (267,082 ) 14.28-23.28 16.48 Canceled (388,683 ) 13.14-25.57 19.77 Outstanding at December 31, 2016 5,734,740 $13.14-27.65 $ 19.25 3,407,300 $ 20.56 At December 31, 2016 , the average exercise period for all outstanding and exercisable options was 75 months and 54 months, respectively. At December 31, 2016 , the aggregate intrinsic value (the difference between the exercise price and market value) for outstanding options was $39.1 million and exercisable options was $18.4 million . The total intrinsic value of options exercised during the years ended December 31, 2016 , 2015 and 2014 was $2.1 million , $1.3 million and $3.9 million , respectively. The total unrecognized compensation cost related to unvested stock options at December 31, 2016 was $4.1 million and was expected to be recognized over a weighted-average period of 1.3 years. The following table provides certain information with respect to stock options exercisable at December 31, 2016 : Range of Options Weighted-Average Options Weighted-Average Under $16.00 897,129 $ 15.06 2,518,379 $ 13.82 $16.00 – $22.00 1,286,916 20.25 1,286,916 20.25 Over $22.00 1,223,255 24.92 1,929,445 25.66 3,407,300 5,734,740 At December 31, 2016 , common shares reserved for issuance and available for grant or purchase under the following plans consisted of: Number of Shares Stock Option Plans Reserved for Issuance Available for (1) 2000 long term incentive plan 245,486 97,444 2003 long term incentive plan 365,005 235,305 2006 long term incentive plan 1,360,312 87,116 2009 long term incentive plan 2,660,662 122,710 2014 long term incentive plan 3,000,000 244,975 2016 long term incentive plan 6,000,000 6,000,000 Total under stock option plans 13,631,465 6,787,550 Number of Shares Stock Purchase Plans Reserved for Issuance Available for 1997 stock plan for non-employee directors 553,402 460,663 Employee deferral plan 45,627 45,623 Total under stock purchase plans 599,029 506,286 (1) All available to be issued as stock options, but includes a sub-limit for all types of stock awards of 3,287,550 shares. Under the stock purchase plans, our non-employee directors may defer certain elements of their compensation into shares of our common stock based on fair market value of the shares at the time of deferral. Non-employee directors annually receive stock grants as a portion of their director compensation. Of the shares reserved under the stock purchase plans at December 31, 2016 , 92,739 shares were committed. Performance share awards are denominated in shares of our stock and are paid half in cash and half in stock. Payouts are based on Olin’s average annual return on capital over a three -year performance cycle in relation to the average annual return on capital over the same period among a portfolio of public companies which are selected in concert with outside compensation consultants. The expense associated with performance shares is recorded based on our estimate of our performance relative to the respective target. If an employee leaves the company before the end of the performance cycle, the performance shares may be prorated based on the number of months of the performance cycle worked and are settled in cash instead of half in cash and half in stock when the three-year performance cycle is completed. Performance share transactions were as follows: To Settle in Cash To Settle in Shares Shares Weighted-Average Shares Weighted-Average Outstanding at January 1, 2016 311,528 $ 17.48 302,000 $ 25.59 Granted 339,619 15.28 340,925 15.39 Paid/Issued (103,417 ) 17.48 (96,500 ) 23.28 Converted from shares to cash 2,474 13.14 (2,474 ) 13.14 Canceled (7,376 ) 13.14 (7,376 ) 13.14 Outstanding at December 31, 2016 542,828 $ 25.84 536,575 $ 16.18 Total vested at December 31, 2016 241,299 $ 25.84 235,046 $ 18.62 The summary of the status of our unvested performance shares to be settled in cash were as follows: Shares Weighted-Average Unvested at January 1, 2016 110,000 $ 17.48 Granted 408,431 13.63 Vested (209,526 ) 25.84 Canceled (7,376 ) 13.14 Unvested at December 31, 2016 301,529 $ 25.84 At December 31, 2016 , the liability recorded for performance shares to be settled in cash totaled $6.2 million . The total unrecognized compensation cost related to unvested performance shares at December 31, 2016 was $12.1 million and was expected to be recognized over a weighted-average period of 1.1 years. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS’ EQUITY On April 24, 2014, our board of directors authorized a new share repurchase program for up to 8 million shares of common stock that will terminate on April 24, 2017 for any of the remaining shares not yet repurchased. For the years ended December 31, 2016 and 2015, no shares were purchased and retired. We repurchased and retired 2.5 million shares in 2014 at a cost of $64.8 million . As of December 31, 2016 , we had repurchased a total of 1.9 million shares under the April 2014 program, and 6.1 million shares remained authorized to be purchased. Under the Merger Agreement relating to the Acquisition, we were restricted from repurchasing shares of our common stock prior to the consummation of the Merger. For a period of two years subsequent to the Closing Date of the Merger, we will continue to be subject to certain restrictions on our ability to conduct share repurchases. During 2016 , 2015 and 2014 , we issued 0.3 million , 0.1 million and 0.5 million shares, respectively, with a total value of $4.1 million , $3.1 million and $12.1 million , respectively, representing stock options exercised. We have registered an undetermined amount of securities with the SEC, so that, from time-to-time, we may issue debt securities, preferred stock and/or common stock and associated warrants in the public market under that registration statement. The following table represents the activity included in accumulated other comprehensive loss: Foreign Unrealized Pension and Accumulated ($ in millions) Balance at January 1, 2014 $ (0.5 ) $ 0.9 $ (365.5 ) $ (365.1 ) Unrealized losses (1.8 ) (10.2 ) (142.0 ) (154.0 ) Reclassification adjustments into income — 1.8 25.5 27.3 Tax benefit — 3.3 45.4 48.7 Net change (1.8 ) (5.1 ) (71.1 ) (78.0 ) Balance at December 31, 2014 (2.3 ) (4.2 ) (436.6 ) (443.1 ) Unrealized losses (15.7 ) (13.9 ) (125.3 ) (154.9 ) Reclassification adjustments into income — 9.7 65.6 75.3 Tax benefit 5.9 1.5 22.8 30.2 Net change (9.8 ) (2.7 ) (36.9 ) (49.4 ) Balance at December 31, 2015 (12.1 ) (6.9 ) (473.5 ) (492.5 ) Unrealized (losses) gains (22.4 ) 26.3 (61.0 ) (57.1 ) Reclassification adjustments into income — 5.8 20.4 26.2 Tax benefit (provision) 10.4 (12.4 ) 15.4 13.4 Net change (12.0 ) 19.7 (25.2 ) (17.5 ) Balance at December 31, 2016 $ (24.1 ) $ 12.8 $ (498.7 ) $ (510.0 ) Net (loss) income and cost of goods sold included reclassification adjustments for realized gains and losses on derivative contracts from accumulated other comprehensive loss. Net (loss) income, cost of goods sold and selling and administration expenses included the amortization of prior service costs and actuarial losses from accumulated other comprehensive loss. This amortization is recognized equally in cost of goods sold and selling and administration expenses. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION We define segment results as income (loss) from continuing operations before interest expense, interest income, other operating income, other income (expense) and income taxes, and include the results of non-consolidated affiliates. Consistent with the guidance in ASC 280 “Segment Reporting” (ASC 280), we have determined it is appropriate to include the operating results of non-consolidated affiliates in the relevant segment financial results. Beginning in the fourth quarter of 2015, we modified our reportable segments due to changes in our organization resulting from the Acquisition. We have three operating segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. For segment reporting purposes, the Acquired Business’s Global Epoxy operating results comprise the Epoxy segment and the Acquired Chlor Alkali Business operating results combined with our former Chlor Alkali Products and Chemical Distribution segments comprise the Chlor Alkali Products and Vinyls segment. This reporting structure has been retrospectively applied to financial results for all periods presented. The three operating segments reflect the organization used by our management for purposes of allocating resources and assessing performance. Chlorine used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment. Sales and profits are recognized in the Chlor Alkali Products and Vinyls segment for all caustic soda generated and sold by Olin. Years ended December 31, 2016 2015 2014 Sales: ($ in millions) Chlor Alkali Products and Vinyls $ 2,999.3 $ 1,713.4 $ 1,502.8 Epoxy 1,822.0 429.6 — Winchester 729.3 711.4 738.4 Total sales $ 5,550.6 $ 2,854.4 $ 2,241.2 Income (loss) from continuing operations before taxes: Chlor Alkali Products and Vinyls $ 224.9 $ 115.5 $ 130.1 Epoxy 15.4 (7.5 ) — Winchester 120.9 115.6 127.3 Corporate/Other (55.8 ) (40.6 ) (33.8 ) Restructuring charges (112.9 ) (2.7 ) (15.7 ) Acquisition-related costs (48.8 ) (123.4 ) (4.2 ) Other operating income 10.6 45.7 1.5 Interest expense (191.9 ) (97.0 ) (43.8 ) Interest income 3.4 1.1 1.3 Income (loss) from continuing operations before taxes $ (34.2 ) $ 6.7 $ 162.7 Earnings of non-consolidated affiliates: Chlor Alkali Products and Vinyls $ 1.7 $ 1.7 $ 1.7 Depreciation and amortization expense: Chlor Alkali Products and Vinyls $ 418.1 $ 186.1 $ 119.4 Epoxy 90.0 20.9 — Winchester 18.5 17.4 16.3 Corporate/Other 6.9 4.5 3.4 Total depreciation and amortization expense $ 533.5 $ 228.9 $ 139.1 Capital spending: Chlor Alkali Products and Vinyls $ 195.1 $ 94.5 $ 49.6 Epoxy 45.4 7.7 — Winchester 19.5 25.6 21.4 Corporate/Other 18.0 3.1 0.8 Total capital spending $ 278.0 $ 130.9 $ 71.8 December 31, 2016 2015 Assets: ($ in millions) Chlor Alkali Products and Vinyls $ 6,521.4 $ 6,690.7 Epoxy 1,514.3 1,591.2 Winchester 424.0 411.9 Corporate/Other 302.9 595.1 Total assets $ 8,762.6 $ 9,288.9 Investments—affiliated companies (at equity): Chlor Alkali Products and Vinyls $ 26.7 $ 25.0 Segment assets include only those assets which are directly identifiable to an operating segment. Assets of the corporate/other segment include primarily such items as cash and cash equivalents, deferred taxes, restricted cash and other assets. Years ended December 31, Geographic Data 2016 2015 2014 Sales: ($ in millions) United States $ 3,356.8 $ 2,208.5 $ 2,051.4 Foreign 2,193.8 645.9 189.8 Total sales $ 5,550.6 $ 2,854.4 $ 2,241.2 December 31, 2016 2015 Long-lived assets: ($ in millions) United States $ 3,352.2 $ 3,561.7 Foreign 352.7 391.7 Total long-lived assets $ 3,704.9 $ 3,953.4 Sales are attributed to geographic areas based on customer location and long-lived assets are attributed to geographic areas based on asset location. |
ENVIRONMENTAL
ENVIRONMENTAL | 12 Months Ended |
Dec. 31, 2016 | |
Environmental Remediation Obligations [Abstract] | |
ENVIRONMENTAL | ENVIRONMENTAL As is common in our industry, we are subject to environmental laws and regulations related to the use, storage, handling, generation, transportation, emission, discharge, disposal and remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which we do business. The establishment and implementation of national, state or provincial and local standards to regulate air, water and land quality affect substantially all of our manufacturing locations around the world. Laws providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances, and remediation of contaminated sites, have imposed additional regulatory requirements on industry, particularly the chemicals industry. In addition, implementation of environmental laws has required and will continue to require new capital expenditures and will increase plant operating costs. We employ waste minimization and pollution prevention programs at our manufacturing sites. In connection with the Acquisition, TDCC retained liabilities relating to releases of hazardous materials and violations of environmental law to the extent arising prior to the Closing Date. We are party to various governmental and private environmental actions associated with past manufacturing facilities and former waste disposal sites. Associated costs of investigatory and remedial activities are provided for in accordance with generally accepted accounting principles governing probability and the ability to reasonably estimate future costs. Our ability to estimate future costs depends on whether our investigatory and remedial activities are in preliminary or advanced stages. With respect to unasserted claims, we accrue liabilities for costs that, in our experience, we expect to incur to protect our interests against those unasserted claims. Our accrued liabilities for unasserted claims amounted to $2.0 million at December 31, 2016 . With respect to asserted claims, we accrue liabilities based on remedial investigation, feasibility study, remedial action and operation, maintenance and monitoring (OM&M) expenses that, in our experience, we expect to incur in connection with the asserted claims. Required site OM&M expenses are estimated and accrued in their entirety for required periods not exceeding 30 years, which reasonably approximates the typical duration of long-term site OM&M. Our liabilities for future environmental expenditures were as follows: December 31, 2016 2015 ($ in millions) Beginning balance $ 138.1 $ 138.3 Charges to income 9.2 15.7 Remedial and investigatory spending (10.3 ) (14.1 ) Currency translation adjustments 0.3 (1.8 ) Ending balance $ 137.3 $ 138.1 At December 31, 2016 and 2015 , our consolidated balance sheets included environmental liabilities of $120.3 million and $119.1 million , respectively, which were classified as other noncurrent liabilities. Our environmental liability amounts do not take into account any discounting of future expenditures or any consideration of insurance recoveries or advances in technology. These liabilities are reassessed periodically to determine if environmental circumstances have changed and/or remediation efforts and our estimate of related costs have changed. As a result of these reassessments, future charges to income may be made for additional liabilities. Of the $137.3 million included on our consolidated balance sheet at December 31, 2016 for future environmental expenditures, we currently expect to utilize $77.8 million of the reserve for future environmental expenditures over the next 5 years, $16.1 million for expenditures 6 to 10 years in the future, and $43.4 million for expenditures beyond 10 years in the future. Our total estimated environmental liability at December 31, 2016 was attributable to 64 sites, 16 of which were USEPA NPL sites. Nine sites accounted for 79% of our environmental liability and, of the remaining 55 sites, no one site accounted for more than 3% of our environmental liability. At four of the nine sites, part of the site is subject to a remedial investigation and another part is in the long-term OM&M stage. At one of the nine sites, a remedial action plan is being developed for part of the site and another part a remedial design is being developed. At one of the nine sites, part of the site is subject to a remedial investigation and another part a remedial design is being developed. At one of these nine sites, a remedial investigation is being performed. The two remaining sites are in long-term OM&M. All nine sites are either associated with past manufacturing operations or former waste disposal sites. None of the nine largest sites represents more than 23% of the liabilities reserved on our consolidated balance sheet at December 31, 2016 for future environmental expenditures. Environmental provisions charged (credited) to income, which are included in cost of goods sold, were as follows: Years ended December 31, 2016 2015 2014 ($ in millions) Charges to income $ 9.2 $ 15.7 $ 9.6 Recoveries from third parties of costs incurred and expensed in prior periods — — (1.4 ) Total environmental expense $ 9.2 $ 15.7 $ 8.2 These charges relate primarily to remedial and investigatory activities associated with past manufacturing operations and former waste disposal sites and may be material to operating results in future years. Annual environmental-related cash outlays for site investigation and remediation are expected to range between approximately $15 million to $25 million over the next several years, which are expected to be charged against reserves recorded on our consolidated balance sheet. While we do not anticipate a material increase in the projected annual level of our environmental-related cash outlays for site investigation and remediation, there is always the possibility that such an increase may occur in the future in view of the uncertainties associated with environmental exposures. Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting from investigatory studies, advances in technology, changes in environmental laws and regulations and their application, changes in regulatory authorities, the scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other PRPs, our ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs. It is possible that some of these matters (the outcomes of which are subject to various uncertainties) may be resolved unfavorably to us, which could materially adversely affect our financial position or results of operations. At December 31, 2016 , we estimate that it is reasonably possible that we may have additional contingent environmental liabilities of $60 million in addition to the amounts for which we have already recorded as a reserve. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The following table summarizes our contractual commitments under non-cancelable operating leases and purchase contracts as of December 31, 2016 : Operating Leases Purchase Commitments ($ in millions) 2017 $ 78.8 $ 603.1 2018 65.9 514.8 2019 51.9 497.5 2020 38.5 494.4 2021 26.9 493.8 Thereafter 77.6 2,992.2 Total commitments $ 339.6 $ 5,595.8 Our operating lease commitments are primarily for railroad cars but also include distribution, warehousing and office space and data processing and office equipment. Virtually none of our lease agreements contain escalation clauses or step rent provisions. Total rent expense charged to operations amounted to $95.5 million , $75.1 million and $66.8 million in 2016 , 2015 and 2014 , respectively (sublease income is not significant). The above purchase commitments include raw material, capital expenditure and utility purchasing commitments utilized in our normal course of business for our projected needs. In connection with the Acquisition, certain additional agreements have been entered into with TDCC, including, long-term purchase agreements for raw materials. These agreements are maintained through long-term cost based contracts that provide us with a reliable supply of key raw materials. Key raw materials received from TDCC include ethylene, electricity, propylene and benzene. Additionally, during 2016, one of the options to obtain additional future ethylene supply at producer economics was exercised by us and, accordingly, additional payments will be made to TDCC of $209.4 million in 2017. On February 27, 2017, we exercised the remaining option to obtain additional future ethylene supply and in connection with the exercise we also secured a long-term customer arrangement. Consequently, additional payments will be made to TDCC of between $425.0 million and $465.0 million on or about the fourth quarter of 2020. We, and our subsidiaries, are defendants in various legal actions (including proceedings based on alleged exposures to asbestos) incidental to our past and current business activities. At December 31, 2016 and 2015 , our consolidated balance sheets included liabilities for these legal actions of $13.6 million and $21.2 million , respectively. These liabilities do not include costs associated with legal representation. Based on our analysis, and considering the inherent uncertainties associated with litigation, we do not believe that it is reasonably possible that these legal actions will materially adversely affect our financial position, cash flows or results of operations. In connection with the Acquisition, TDCC retained liabilities related to litigation to the extent arising prior to the Closing Date. In addition to the aforementioned legal actions, we are party to a dispute relating to a contract termination. The other party to the contract has filed a demand for arbitration alleging, among other things, that Olin breached the related agreement and claimed damages in excess of the amount Olin believes it is obligated for under the contract. Any additional losses related to this contract dispute are not currently estimable because of unresolved questions of fact and law but, if resolved unfavorably to Olin, they could have a material effect on our financial results. During the ordinary course of our business, contingencies arise resulting from an existing condition, situation or set of circumstances involving an uncertainty as to the realization of a possible gain contingency. In certain instances such as environmental projects, we are responsible for managing the cleanup and remediation of an environmental site. There exists the possibility of recovering a portion of these costs from other parties. We account for gain contingencies in accordance with the provisions of ASC 450 “Contingencies” (ASC 450) and therefore do not record gain contingencies and recognize income until it is earned and realizable. For the year ended December 31, 2016, we recognized an insurance recovery of $11.0 million in other operating income for property damage and business interruption related to a 2008 chlor alkali facility incident. For the year ended December 31, 2015 we recognized insurance recoveries of $57.4 million for property damage and business interruption related to the Becancour, Canada and McIntosh, AL chlor alkali facilities. Cost of goods sold was reduced by $10.5 million and selling and administration was reduced by $0.9 million for the reimbursement of costs incurred and expensed in prior periods and other operating income included a gain of $46.0 million . The consolidated statement of cash flows for the year ended December 31, 2015 included $25.8 million for the property damage portion of the insurance recoveries within proceeds from disposition of property, plant and equipment and gains on disposition of property, plant and equipment. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing and financing activities and our operations that use foreign currencies. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks. ASC 815 “Derivatives and Hedging” (ASC 815) required an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. We use hedge accounting treatment for substantially all of our business transactions whose risks are covered using derivative instruments. In accordance with ASC 815, we designate derivative contracts as cash flow hedges of forecasted purchases of commodities and forecasted interest payments related to variable-rate borrowings and designate certain interest rate swaps as fair value hedges of fixed-rate borrowings. We do not enter into any derivative instruments for trading or speculative purposes. Energy costs, including electricity and natural gas, and certain raw materials used in our production processes are subject to price volatility. Depending on market conditions, we may enter into futures contracts, forward contracts, commodity swaps and put and call option contracts in order to reduce the impact of commodity price fluctuations. The majority of our commodity derivatives expire within one year. Those commodity contracts that extend beyond one year correspond with raw material purchases for long-term fixed-price sales contracts. The company actively manages currency exposures that are associated with net monetary asset positions, currency purchases and sales commitments denominated in foreign currencies and foreign currency denominated assets and liabilities created in the normal course of business. We enter into forward sales and purchase contracts to manage currency to offset our net exposures, by currency, related to the foreign currency denominated monetary assets and liabilities of our operations. At December 31, 2016 , we had outstanding forward contracts to buy foreign currency with a notional value of $73.2 million and to sell foreign currency with a notional value of $100.8 million . All of the currency derivatives expire within one year and are for USD equivalents. The counterparties to the forward contracts were large financial institutions; however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position or results of operations. At December 31, 2015 , we had outstanding forward contracts to buy foreign currency with a notional value of $21.7 million and to sell foreign currency with a notional value of $10.1 million . Cash Flow Hedges ASC 815 requires that all derivative instruments be recorded on the balance sheet at their fair value. For derivative instruments that are designated and qualify as a cash flow hedge, the change in fair value of the derivative is recognized as a component of other comprehensive income (loss) until the hedged item is recognized into earnings. Gains and losses on the derivatives representing hedge ineffectiveness are recognized currently in earnings. We had the following notional amount of outstanding commodity contracts that were entered into to hedge forecasted purchases: December 31, 2016 2015 ($ in millions) Copper $ 35.8 $ 43.6 Zinc 8.0 8.7 Lead 3.4 9.3 Natural gas 54.4 2.0 As of December 31, 2016 , the counterparties to these commodity contracts were Wells Fargo ( $41.7 million ), Citibank ( $22.0 million ), Merrill Lynch Commodities, Inc. ( $19.8 million ) and JPMorgan Chase Bank, National Association ( $18.1 million ), all of which are major financial institutions. We use cash flow hedges for certain raw material and energy costs such as copper, zinc, lead, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations associated with forecasted purchases of raw materials and energy used in our manufacturing process. At December 31, 2016 , we had open positions in futures contracts through 2021. If all open futures contracts had been settled on December 31, 2016 , we would have recognized a pretax gain of $11.1 million . If commodity prices were to remain at December 31, 2016 levels, approximately $6.2 million of deferred gains would be reclassified into earnings during the next twelve months. The actual effect on earnings will be dependent on actual commodity prices when the forecasted transactions occur. In April 2016, we entered into three tranches of forward starting interest rate swaps whereby we agreed to pay fixed rates to the counterparties who, in turn, pay us floating rates on $1,100.0 million , $900.0 million and $400.0 million of our underlying floating-rate debt obligations. Each tranche’s term length is for twelve months beginning on December 31, 2016, December 31, 2017 and December 31, 2018, respectively. The counterparties to the agreements are SMBC Capital Markets, Inc., Wells Fargo, PNC Bank, National Association, and Toronto-Dominion Bank. These counterparties are large financial institutions; however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position or results of operations. We have designated the swaps as cash flow hedges of the risk of changes in interest payments associated with our variable rate borrowings. Accordingly, the swap agreements have been recorded at their fair market value of $9.6 million and are included in other current assets and other assets on the accompanying consolidated balance sheet, with the corresponding gain deferred as a component of other comprehensive loss. No gain or loss has been recorded in earnings as a result of ineffectiveness. We use interest rate swaps as a means of minimizing significant unanticipated earnings fluctuations that may arise from volatility in interest rates of our variable-rate borrowings. These interest rate swaps are treated as cash flow hedges. At December 31, 2016 , we had open interest rate swaps designated as cash flow hedges with maximum terms through 2019. If all open futures contracts had been settled on December 31, 2016 , we would have recognized a pretax gain of $9.6 million . If interest rates were to remain at December 31, 2016 levels, $1.1 million of deferred gains would be reclassified into earnings during the next twelve months. The actual effect on earnings will be dependent on actual interest rates when the forecasted transactions occur. Fair Value Hedges For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings. We include the gain or loss on the hedged items (fixed-rate borrowings) in the same line item, interest expense, as the offsetting loss or gain on the related interest rate swaps. As of December 31, 2016 and 2015 , the total notional amounts of our interest rate swaps designated as fair value hedges were $500.0 million and zero , respectively. In April 2016, we entered into interest rate swaps on $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates to the counterparties who, in turn, pay us fixed rates. The counterparties to these agreements are Toronto-Dominion Bank and SMBC Capital Markets, Inc., both of which are major financial institutions. In October 2016, we entered into interest rate swaps on an additional $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates to the counterparties who, in turn, pay us fixed rates. The counterparties to these agreements are PNC Bank, National Association and Wells Fargo, both of which are major financial institutions. We have designated the April 2016 and October 2016 interest rate swap agreements as fair value hedges of the risk of changes in the value of fixed rate debt due to changes in interest rates for a portion of our fixed rate borrowings. Accordingly, the swap agreements have been recorded at their fair market value of $28.5 million and are included in other long-term liabilities on the accompanying consolidated balance sheet, with a corresponding decrease in the carrying amount of the related debt. For the year ended December 31, 2016, $2.6 million of income has been recorded to interest expense on the accompanying consolidated statement of operations related to these swap agreements. No gain or loss has been recorded in earnings as a result of ineffectiveness. In June 2012, we terminated $73.1 million of interest rate swaps with Wells Fargo that had been entered into on the SunBelt Notes in May 2011. The result was a gain of $2.2 million which will be recognized through 2017. As of December 31, 2016 , $0.1 million of this gain was included in current installments of long-term debt. We use interest rate swaps as a means of managing interest expense and floating interest rate exposure to optimal levels. These interest rate swaps are treated as fair value hedges. The accounting for gains and losses associated with changes in fair value of the derivative and the effect on the consolidated financial statements will depend on the hedge designation and whether the hedge is effective in offsetting changes in fair value of cash flows of the asset or liability being hedged. Financial Statement Impacts We present our derivative assets and liabilities in our consolidated balance sheets on a net basis whenever we have a legally enforceable master netting agreement with the counterparty to our derivative contracts. We use these agreements to manage and substantially reduce our potential counterparty credit risk. The following table summarizes the location and fair value of the derivative instruments on our consolidated balance sheets. The table disaggregates our net derivative assets and liabilities into gross components on a contract-by-contract basis before giving effect to master netting arrangements: Asset Derivatives Liability Derivatives Fair Value Fair Value December 31, December 31, Derivatives Designated as Hedging Instruments Balance Sheet Location 2016 2015 Balance Sheet Location 2016 2015 ($ in millions) ($ in millions) Interest rate contracts Other current assets $ 1.9 $ — Current installments of long-term debt $ 0.1 $ 1.2 Interest rate contracts Other assets 7.7 — Long-term debt — 0.4 Interest rate contracts Other assets — — Other liabilities 28.5 — Commodity contracts – gains Other current assets 13.2 — Accrued liabilities — (0.1 ) Commodity contracts – losses Other current assets (1.7 ) — Accrued liabilities — 11.5 $ 21.1 $ — $ 28.6 $ 13.0 Derivatives Not Designated Interest rate contracts – gains Other current assets $ — $ 1.2 Accrued liabilities $ — $ — Interest rate contracts – losses Other current assets — (0.1 ) Accrued liabilities — — Commodity contracts – losses Other current assets — — Accrued liabilities — 0.2 Foreign exchange contracts – losses Other current assets (0.5 ) — Accrued liabilities 1.7 — Foreign exchange contracts – gains Other current assets 0.6 0.1 Accrued liabilities (0.5 ) — $ 0.1 $ 1.2 $ 1.2 $ 0.2 Total derivatives (1) $ 21.2 $ 1.2 $ 29.8 $ 13.2 (1) Does not include the impact of cash collateral received from or provided to counterparties. The following table summarizes the effects of derivative instruments on our consolidated statements of operations: Amount of Gain (Loss) Years Ended December 31, Location of Gain (Loss) 2016 2015 2014 Derivatives – Cash Flow Hedges ($ in millions) Recognized in other comprehensive loss (effective portion): Commodity contracts ——— $ 16.7 $ (13.9 ) $ (10.2 ) Interest rate contracts ——— 9.6 — — $ 26.3 $ (13.9 ) $ (10.2 ) Reclassified from accumulated other comprehensive loss into income (effective portion): Commodity contracts Cost of goods sold $ (5.8 ) $ (9.7 ) $ (1.8 ) Derivatives – Fair Value Hedges Interest rate contracts Interest expense $ 3.7 $ 2.8 $ 2.9 Derivatives Not Designated as Hedging Instruments Commodity contracts Cost of goods sold $ (0.4 ) $ (2.2 ) $ 1.4 Foreign exchange contracts Selling and administration (11.1 ) 0.1 — $ (11.5 ) $ (2.1 ) $ 1.4 The ineffective portion of changes in fair value resulted in zero charged or credited to earnings for the years ended December 31, 2016 , 2015 and 2014 . Credit Risk and Collateral By using derivative instruments, we are exposed to credit and market risk. If a counterparty fails to fulfill its performance obligations under a derivative contract, our credit risk will equal the fair-value gain in a derivative. Generally, when the fair value of a derivative contract is positive, this indicates that the counterparty owes us, thus creating a repayment risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, assume no repayment risk. We minimize the credit (or repayment) risk in derivative instruments by entering into transactions with high-quality counterparties. We monitor our positions and the credit ratings of our counterparties, and we do not anticipate non-performance by the counterparties. Based on the agreements with our various counterparties, cash collateral is required to be provided when the net fair value of the derivatives, with the counterparty, exceeds a specific threshold. If the threshold is exceeded, cash is either provided by the counterparty to us if the value of the derivatives is our asset, or cash is provided by us to the counterparty if the value of the derivatives is our liability. As of December 31, 2016 , this threshold was not exceeded. As of December 31, 2015 , the amount recognized in accrued liabilities for cash collateral provided by us to counterparties was $5.6 million . In all instances where we are party to a master netting agreement, we offset the receivable or payable recognized upon payment of cash collateral against the fair value amounts recognized for derivative instruments that have also been offset under such master netting agreements. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities. We are required to separately disclose assets and liabilities measured at fair value on a recurring basis, from those measured at fair value on a nonrecurring basis. Nonfinancial assets measured at fair value on a nonrecurring basis are intangible assets and goodwill, which are reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred. Determining which hierarchical level an asset or liability falls within requires significant judgment. The following table summarizes the assets and liabilities measured at fair value in the consolidated balance sheets: Balance at December 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets ($ in millions) Interest rate swaps $ — $ 9.6 $ — $ 9.6 Commodity contracts — 11.5 — 11.5 Foreign exchange contracts — 0.1 — 0.1 Liabilities Interest rate swaps — 28.6 — 28.6 Foreign exchange contracts — 1.2 — 1.2 Balance at December 31, 2015 Assets Interest rate swaps $ — $ 1.1 $ — $ 1.1 Foreign exchange contracts — 0.1 — 0.1 Liabilities Interest rate swaps — 1.6 — 1.6 Commodity contracts — 11.6 — 11.6 For the years ended December 31, 2016 and 2015, there were no transfers into or out of Level 1, Level 2 and Level 3. Interest Rate Swaps Interest rate swap financial instruments were valued using the “income approach” valuation technique. This method used valuation techniques to convert future amounts to a single present amount. The measurement was based on the value indicated by current market expectations about those future amounts. We use interest rate swaps as a means of managing interest expense and floating interest rate exposure to optimal levels. Commodity Forward Contracts Commodity contract financial instruments were valued primarily based on prices and other relevant information observable in market transactions involving identical or comparable assets or liabilities including both forward and spot prices for commodities. We use commodity derivative contracts for certain raw materials and energy costs such as copper, zinc, lead, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations. Foreign Currency Contracts Foreign currency contract financial instruments were valued primarily based on relevant information observable in market transactions involving identical or comparable assets or liabilities including both forward and spot prices for currencies. We enter into forward sales and purchase contracts to manage currency risk resulting from purchase and sale commitments denominated in foreign currencies. Financial Instruments The carrying values of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximated fair values due to the short-term maturities of these instruments. The fair value of our long-term debt was determined based on current market rates for debt of similar risk and maturities. The following table summarizes the fair value measurements of debt and the actual debt recorded on our balance sheets: Fair Value Measurements Level 1 Level 2 Level 3 Total Amount recorded ($ in millions) Balance at December 31, 2016 $ — $ 3,703.7 $ 153.0 $ 3,856.7 $ 3,617.6 Balance at December 31, 2015 — 3,826.9 153.0 3,979.9 3,848.8 Nonrecurring Fair Value Measurements In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis as required by ASC 820. There were no assets measured at fair value on a nonrecurring basis as of December 31, 2016 and 2015 . |
SUPPLEMENTAL GUARANTOR FINANCIA
SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Guarantor Financial Information [Abstract] | |
SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION | SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION In October 2015, Spinco (the Issuer) issued $720.0 million aggregate principal amount of the 2023 Notes and $500.0 million aggregate principal amount of the 2025 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 December 31, 2016 and 2015, 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, 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 December 31, 2016 (In millions) Parent Guarantor Issuer Subsidiary 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 December 31, 2015 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 119.4 — $ 272.6 — $ 392.0 Receivables, net 107.7 — 679.4 (3.7 ) 783.4 Intercompany receivables — 76.1 1,093.1 (1,169.2 ) — Income taxes receivable 27.3 — 5.7 (0.1 ) 32.9 Inventories 166.0 — 519.2 — 685.2 Current deferred income taxes — — 2.7 (2.7 ) — Other current assets 152.1 5.0 4.6 (121.8 ) 39.9 Total current assets 572.5 81.1 2,577.3 (1,297.5 ) 1,933.4 Property, plant and equipment, net 508.7 — 3,444.7 — 3,953.4 Investment in subsidiaries 5,905.0 3,636.3 — (9,541.3 ) — Deferred income taxes 155.6 — 84.9 (144.6 ) 95.9 Other assets 43.5 — 411.1 — 454.6 Long-term receivables—affiliates — 2,562.6 — (2,562.6 ) — Intangible assets, net 0.5 — 677.0 — 677.5 Goodwill — 990.2 1,183.9 — 2,174.1 Total assets $ 7,185.8 $ 7,270.2 $ 8,378.9 $ (13,546.0 ) $ 9,288.9 Liabilities and Shareholders' Equity Current liabilities: Current installments of long-term debt $ 192.8 — $ 12.2 — $ 205.0 Accounts payable 37.3 — 576.6 (5.7 ) 608.2 Intercompany payables 1,169.2 — — (1,169.2 ) — Income taxes payable 1.5 — 6.1 (2.7 ) 4.9 Accrued liabilities 227.8 — 221.3 (121.0 ) 328.1 Total current liabilities 1,628.6 — 816.2 (1,298.6 ) 1,146.2 Long-term debt 1,084.0 2,547.4 12.4 — 3,643.8 Accrued pension liability 484.3 — 164.6 — 648.9 Deferred income taxes — 294.8 945.1 (144.7 ) 1,095.2 Long-term payables—affiliates 1,296.4 286.5 979.7 (2,562.6 ) — Other liabilities 273.7 — 61.1 1.2 336.0 Total liabilities 4,767.0 3,128.7 2,979.1 (4,004.7 ) 6,870.1 Commitments and contingencies Shareholders' equity: Common stock 165.1 — 14.6 (14.6 ) 165.1 Additional paid-in capital 2,236.4 4,146.1 4,789.6 (8,935.7 ) 2,236.4 Accumulated other comprehensive loss (492.5 ) — (31.7 ) 31.7 (492.5 ) Retained earnings 509.8 (4.6 ) 627.3 (622.7 ) 509.8 Total shareholders' equity 2,418.8 4,141.5 5,399.8 (9,541.3 ) 2,418.8 Total liabilities and shareholders' equity $ 7,185.8 $ 7,270.2 $ 8,378.9 $ (13,546.0 ) $ 9,288.9 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 1,128.7 — 4,285.9 (490.9 ) 4,923.7 Selling and administration 138.1 — 185.1 — 323.2 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 income 4.1 — 148.5 — 152.6 Earnings of non-consolidated affiliates 1.7 — — — 1.7 Equity income (loss) 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 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 OPERATIONS Year Ended December 31, 2015 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 1,215.4 — $ 2,002.5 $ (363.5 ) $ 2,854.4 Operating expenses: Cost of goods sold 1,057.8 — 1,792.5 (363.5 ) 2,486.8 Selling and administration 110.0 — 76.3 — 186.3 Restructuring charges 0.7 — 2.0 — 2.7 Acquisition-related costs 117.9 — 5.5 — 123.4 Other operating (loss) income (4.0 ) — 49.7 — 45.7 Operating (loss) income (75.0 ) — 175.9 — 100.9 Earnings of non-consolidated affiliates 1.7 — — — 1.7 Equity income (loss) in subsidiaries 90.2 19.7 — (109.9 ) — Interest expense 60.9 37.0 4.5 (5.4 ) 97.0 Interest income 3.1 — 3.4 (5.4 ) 1.1 Income (loss) before taxes (40.9 ) (17.3 ) 174.8 (109.9 ) 6.7 Income tax (benefit) provision (39.5 ) (12.7 ) 60.3 — 8.1 Net (loss) income $ (1.4 ) $ (4.6 ) $ 114.5 $ (109.9 ) $ (1.4 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2014 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 1,373.2 — 1,285.5 $ (417.5 ) $ 2,241.2 Operating expenses: — Cost of goods sold 1,148.1 — 1,122.6 (417.5 ) 1,853.2 Selling and administration 90.7 — 75.4 — 166.1 Restructuring charges 4.8 — 10.9 — 15.7 Acquisition-related costs 4.2 — — — 4.2 Other operating income 0.9 — 0.6 — 1.5 Operating income 126.3 — 77.2 — 203.5 Earnings of non-consolidated affiliates 1.7 — — — 1.7 Equity income (loss) in subsidiaries 48.8 — — (48.8 ) — Interest expense 47.0 — 1.3 (4.5 ) 43.8 Interest income 2.5 — 3.3 (4.5 ) 1.3 Income (loss) from continuing operations before taxes 132.3 — 79.2 (48.8 ) 162.7 Income tax provision 27.3 — 30.4 — 57.7 Income (loss) from continuing operations 105.0 — 48.8 (48.8 ) 105.0 Income from discontinued operations, net $ 0.7 — $ — $ — $ 0.7 Net income (loss) $ 105.7 — $ 48.8 $ (48.8 ) $ 105.7 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 COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2015 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Net (loss) income $ (1.4 ) (4.6 ) $ 114.5 $ (109.9 ) $ (1.4 ) Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments, net — — (9.8 ) — (9.8 ) Unrealized losses on derivative contracts, net (2.7 ) — — — (2.7 ) Pension and postretirement liability adjustments, net (73.7 ) — (5.1 ) — (78.8 ) Amortization of prior service costs and actuarial losses, net 39.6 — 2.3 — 41.9 Total other comprehensive (loss) income, net of tax (36.8 ) — (12.6 ) — (49.4 ) Comprehensive (loss) income $ (38.2 ) $ (4.6 ) $ 101.9 $ (109.9 ) $ (50.8 ) CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2014 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Net income (loss) 105.7 — 48.8 (48.8 ) 105.7 Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments, net — — (1.8 ) — (1.8 ) Unrealized losses on derivative contracts, net (5.1 ) — — — (5.1 ) Pension and postretirement liability adjustments, net (83.4 ) — (3.2 ) — (86.6 ) Amortization of prior service costs and actuarial losses, net 14.1 — 1.4 — 15.5 Total other comprehensive (loss) income, net of tax (74.4 ) — (3.6 ) — (78.0 ) Comprehensive income (loss) $ 31.3 $ — $ 45.2 $ (48.8 ) $ 27.7 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 contract — — (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 investments in non-consolidated equity affiliate 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 and equity 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 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2015 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ (70.6 ) — $ 287.7 — $ 217.1 Investing Activities Capital expenditures (74.0 ) — (56.9 ) — (130.9 ) Business acquired and related transactions, net of cash acquired (408.1 ) — — — (408.1 ) Proceeds from disposition of property, plant and equipment 1.7 — 24.5 — 26.2 Proceeds from disposition of investments in non-consolidated equity affiliate 8.8 — — — 8.8 Net investing activities (471.6 ) — (32.4 ) — (504.0 ) Financing Activities Long-term debt: Borrowings 1,275.0 — — — 1,275.0 Repayments (149.5 ) — (581.2 ) — (730.7 ) Stock options exercised 2.2 — — — 2.2 Excess tax benefits from stock-based compensation 0.4 — — — 0.4 Dividends paid (79.5 ) — — — (79.5 ) Debt and equity issuance costs (35.2 ) (10.0 ) — — (45.2 ) Intercompany financing activities (591.2 ) 10.0 581.2 — Net financing activities 422.2 — — — 422.2 Effect of exchange rate changes on cash and cash equivalents — — (0.1 ) — (0.1 ) Net (decrease) increase in cash and cash equivalents (120.0 ) — 255.2 — 135.2 Cash and cash equivalents, beginning of year 239.4 — 17.4 — 256.8 Cash and cash equivalents, end of year $ 119.4 — $ 272.6 — $ 392.0 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2014 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ 134.7 — $ 24.5 — $ 159.2 Investing Activities Capital expenditures (51.3 ) — (20.5 ) — (71.8 ) Proceeds from disposition of property, plant and equipment 3.5 — 2.1 — 5.6 Restricted cash activity, net 4.2 — — — 4.2 Other investing activities — — 0.3 — 0.3 Net investing activities (43.6 ) — (18.1 ) — (61.7 ) Financing Activities Long-term debt: Borrowings 150.0 — — — 150.0 Repayments (150.2 ) — (12.2 ) — (162.4 ) Earn out payment - SunBelt — — (14.8 ) — (14.8 ) Common stock repurchased and retired (64.8 ) — — — (64.8 ) Stock options exercised 6.6 — — — 6.6 Excess tax benefits from stock-based compensation 1.1 — — — 1.1 Dividends paid (63.0 ) — — — (63.0 ) Debt and equity issuance costs (1.2 ) — — — (1.2 ) Intercompany financing activities (27.0 ) 27.0 — Net financing activities (148.5 ) — — — (148.5 ) Net (decrease) increase in cash and cash equivalents (57.4 ) — 6.4 — (51.0 ) Cash and cash equivalents, beginning of year 296.8 — 11.0 — 307.8 Cash and cash equivalents, end of year $ 239.4 — $ 17.4 — $ 256.8 |
OTHER FINANCIAL DATA
OTHER FINANCIAL DATA | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
OTHER FINANCIAL DATA | OTHER FINANCIAL DATA Quarterly Data (Unaudited) ($ in millions, except per share data) 2016 First Second Third Fourth Year Sales $ 1,348.2 $ 1,364.0 $ 1,452.7 $ 1,385.7 $ 5,550.6 Cost of goods sold 1,175.4 1,236.9 1,284.4 1,227.0 4,923.7 Net (loss) income (37.9 ) (1.0 ) 17.5 17.5 (3.9 ) Net (loss) income per common share: Basic (0.23 ) (0.01 ) 0.11 0.11 (0.02 ) Diluted (0.23 ) (0.01 ) 0.11 0.10 (0.02 ) Common dividends per share 0.20 0.20 0.20 0.20 0.80 Market price of common stock (1) High 17.75 24.99 26.46 26.93 26.93 Low 12.29 16.55 18.24 19.62 12.29 2015 First Second Third Fourth Year Sales $ 518.0 $ 535.4 $ 533.6 $ 1,267.4 $ 2,854.4 Cost of goods sold 433.2 445.5 460.0 1,148.1 2,486.8 Net income (loss) 13.1 42.3 5.9 (62.7 ) (1.4 ) Net income (loss) per common share: Basic 0.17 0.55 0.08 (0.39 ) (0.01 ) Diluted 0.17 0.54 0.08 (0.39 ) (0.01 ) Common dividends per share 0.20 0.20 0.20 0.20 0.80 Market price of common stock (1) High 34.34 32.56 27.18 22.13 34.34 Low 22.00 26.77 15.73 16.60 15.73 (1) NYSE composite transactions. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of Olin and all majority-owned subsidiaries. Investment in our affiliates are accounted for on the equity method. Accordingly, we include only our share of earnings or losses of these affiliates in consolidated net (loss) income. Certain reclassifications were made to prior year amounts to conform to the 2016 presentation. |
Revenue Recognition | Revenue Recognition Revenues are recognized on sales of product at the time the goods are shipped and the risks of ownership have passed to the customer. Shipping and handling fees billed to customers are included in sales. Allowances for estimated returns, discounts and rebates are recognized when sales are recorded and are based on various market data, historical trends and information from customers. Actual returns, discounts and rebates have not been materially different from estimates. |
Cost of Goods Sold and Selling and Administration Expenses | Cost of Goods Sold and Selling and Administration Expenses Cost of goods sold includes the costs of inventory sold, related purchasing, distribution and warehousing costs, costs incurred for shipping and handling, depreciation and amortization expense related to these activities and environmental remediation costs and recoveries. Selling and administration expenses include personnel costs associated with sales, marketing and administration, research and development, legal and legal-related costs, consulting and professional services fees, advertising expenses, depreciation expense related to these activities, foreign currency translation and other similar costs. |
Acquisition-related Costs | Acquisition-related Costs Acquisition-related costs include advisory, legal, accounting and other professional fees incurred in connection with the purchase and integration of our acquisitions. Acquisition-related costs also may include costs which arise as a result of acquisitions, including contractual change in control provisions, contract termination costs, compensation payments related to the acquisition or pension and other postretirement benefit plan settlements. Acquisition-related costs for the years ended December 31, 2016, 2015 and 2014 of $48.8 million , $123.4 million and $4.2 million , respectively, were associated with the Acquisition. |
Other Operating Income | Other Operating Income Other operating income consists of miscellaneous operating income items, which are related to our business activities, and gains (losses) on disposition of property, plant and equipment. Included in other operating income were the following: Years Ended December 31, 2016 2015 2014 ($ in millions) Gains (losses) on disposition of property, plant and equipment, net $ (0.7 ) $ (0.6 ) $ 0.2 Gains on insurance recoveries 11.0 46.0 — Gain on resolution of a contract matter — — 1.0 Other 0.3 0.3 0.3 Other operating income $ 10.6 $ 45.7 $ 1.5 The gains on insurance recoveries in 2016 included insurance recoveries for property damage and business interruption related to a 2008 Henderson, NV chlor alkali facility incident. The gains on insurance recoveries in 2015 included insurance recoveries for property damage and business interruption of $42.3 million related to the portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014 and $3.7 million related to the McIntosh, AL chlor alkali facility. |
Other Income (Expense) | Other Income (Expense) Other income consists of non-operating income items which are not related to our primary business activities. |
Foreign Currency Translation | Foreign Currency Translation Our worldwide operations utilize the U.S. dollar (USD) or local currency as the functional currency, where applicable. For foreign entities where the USD is the functional currency, gains and losses resulting from balance sheet translations are included in selling and administration. For foreign entities where the local currency is the functional currency, assets and liabilities denominated in local currencies are translated into USD at end-of-period exchange rates and the resultant translation adjustments are included in accumulated other comprehensive loss. Assets and liabilities denominated in other than the local currency are remeasured into the local currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur. Income and expenses are translated into USD using an approximation of the average rate prevailing during the period. We change the functional currency of our separate and distinct foreign entities only when significant changes in economic facts and circumstances indicate clearly that the functional currency has changed. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments, with a maturity of three months or less at the date of purchase, are considered to be cash equivalents. |
Short-Term Investments | Short-Term Investments We classify our marketable securities as available-for-sale, which are reported at fair market value with unrealized gains and losses included in accumulated other comprehensive loss, net of applicable taxes. The fair value of marketable securities is determined by quoted market prices. Realized gains and losses on sales of investments, as determined on the specific identification method, and declines in value of securities judged to be other-than-temporary are included in other income (expense) in the consolidated statements of operations. Interest and dividends on all securities are included in interest income and other income (expense), respectively. As of December 31, 2016 and 2015, we had no short-term investments recorded on our consolidated balance sheets. |
Allowance for Doubtful Accounts Receivable | Allowance for Doubtful Accounts Receivable We evaluate the collectibility of accounts receivable based on a combination of factors. We estimate an allowance for doubtful accounts as a percentage of net sales based on historical bad debt experience. This estimate is periodically adjusted when we become aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filing) or as a result of changes in the overall aging of accounts receivable. While we have a large number of customers that operate in diverse businesses and are geographically dispersed, a general economic downturn in any of the industry segments in which we operate could result in higher than expected defaults, and, therefore, the need to revise estimates for the provision for doubtful accounts could occur. |
Inventories | Inventories Inventories are valued at the lower of cost or market. For U.S. inventories, inventory costs are determined principally by the dollar value last-in, first-out (LIFO) method of inventory accounting while for international inventories, inventory costs are determined principally by the first-in, first-out (FIFO) method of inventory accounting. Cost for other inventories has been determined principally by the average-cost method (primarily operating supplies, spare parts and maintenance parts). Elements of costs in inventories include raw materials, direct labor and manufacturing overhead. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets. Interest costs incurred to finance expenditures for major long-term construction projects are capitalized as part of the historical cost and included in property, plant and equipment and are depreciated over the useful lives of the related assets. Leasehold improvements are amortized over the term of the lease or the estimated useful life of the improvement, whichever is shorter. Start-up costs are expensed as incurred. Expenditures for maintenance and repairs are charged to expense when incurred while the costs of significant improvements, which extend the useful life of the underlying asset, are capitalized. Property, plant and equipment are reviewed for impairment when conditions indicate that the carrying values of the assets may not be recoverable. Such impairment conditions include an extended period of idleness or a plan of disposal. If such impairment indicators are present or other factors exist that indicate that the carrying amount of an asset may not be recoverable, we determine whether impairment has occurred through the use of an undiscounted cash flow analysis at the lowest level for which identifiable cash flows exist. For our Chlor Alkali Products and Vinyls, Epoxy and Winchester segments, the lowest level for which identifiable cash flows exist is the operating facility level or an appropriate grouping of operating facilities level. The amount of impairment loss, if any, is measured by the difference between the net book value of the assets and the estimated fair value of the related assets. |
Restricted Cash | Restricted Cash Restricted cash, which is restricted as to withdrawal or usage, is classified on our consolidated balance sheet as a noncurrent asset separately from cash and cash equivalents. |
Asset Retirement Obligations | Asset Retirement Obligations We record the fair value of an asset retirement obligation associated with the retirement of a tangible long-lived asset as a liability in the period incurred. The liability is measured at discounted fair value and is adjusted to its present value in subsequent periods as accretion expense is recorded. The corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s useful life. Asset retirement obligations are reviewed annually in the fourth quarter and/or when circumstances or other events indicate that changes underlying retirement assumptions may have occurred. The activity of our asset retirement obligation was as follows: December 31, 2016 2015 ($ in millions) Beginning balance $ 53.5 $ 54.4 Accretion 3.1 3.6 Spending (8.8 ) (8.2 ) Currency translation adjustments 0.2 (1.1 ) Acquisition activity — 1.7 Adjustments 7.4 3.1 Ending balance $ 55.4 $ 53.5 At December 31, 2016 and 2015 , our consolidated balance sheets included an asset retirement obligation of $42.8 million and $46.2 million , respectively, which were classified as other noncurrent liabilities. In 2016 , we had net adjustments that increased the asset retirement obligation by $7.4 million , which were primarily comprised of increases in estimated costs for certain assets. In 2015 , we had net adjustments that increased the asset retirement obligation by $3.1 million , which were primarily due to changes in the estimated timing of payments for certain assets. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Accumulated other comprehensive loss consists of foreign currency translation adjustments, pension and postretirement liability adjustments, pension and postretirement amortization of prior service costs and actuarial losses and net unrealized (losses) gains on derivative contracts. |
Goodwill and Intangible Assets | Goodwill Goodwill is not amortized, but is reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred. Accounting Standards Codification (ASC) 350 “Intangibles—Goodwill and Other” permits entities to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. Circumstances that are considered as part of the qualitative assessment and could trigger the two-step impairment test include, but are not limited to: a significant adverse change in the business climate; a significant adverse legal judgment; adverse cash flow trends; an adverse action or assessment by a government agency; unanticipated competition; decline in our stock price; and a significant restructuring charge within a reporting unit. We define reporting units at the business segment level or one level below the business segment level. For purposes of testing goodwill for impairment, goodwill has been allocated to our reporting units to the extent it relates to each reporting unit. It is our practice, at a minimum, to perform a quantitative goodwill impairment test in the fourth quarter every three years. In the fourth quarter of 2016, we performed a quantitative goodwill impairment test for our reporting units. We use a discounted cash flow approach to develop the estimated fair value of a reporting unit when a quantitative test is performed. Management judgment is required in developing the assumptions for the discounted cash flow model. We also corroborate our discounted cash flow analysis by evaluating a market-based approach that considers earnings before interest, taxes, depreciation and amortization (EBITDA) multiples from a representative sample of comparable public companies. As a further indicator that each reporting unit has been valued appropriately using a discounted cash flow model, the aggregate fair value of all reporting units is reconciled to the total market value of Olin. An impairment would be recorded if the carrying amount exceeded the estimated fair value. Based on the aforementioned analysis, the estimated fair value of our reporting units substantially exceeded the carrying value of the reporting units. No impairment charges were recorded for 2016, 2015 or 2014. The discount rate, profitability assumptions and terminal growth rate of our reporting units and the cyclical nature of the chlor alkali industry were the material assumptions utilized in the discounted cash flow model used to estimate the fair value of each reporting unit. The discount rate reflects a weighted-average cost of capital, which is calculated based on observable market data. Some of this data (such as the risk free or treasury rate and the pretax cost of debt) are based on the market data at a point in time. Other data (such as the equity risk premium) are based upon market data over time for a peer group of companies in the chemical manufacturing or distribution industries with a market capitalization premium added, as applicable. The discounted cash flow analysis requires estimates, assumptions and judgments about future events. Our analysis uses our internally generated long-range plan. Our discounted cash flow analysis uses the assumptions in our long-range plan about terminal growth rates, forecasted capital expenditures and changes in future working capital requirements to determine the implied fair value of each reporting unit. The long-range plan reflects management judgment, supplemented by independent chemical industry analyses which provide multi-year industry operating and pricing forecasts. We believe the assumptions used in our goodwill impairment analysis are appropriate and result in reasonable estimates of the implied fair value of each reporting unit. However, given the economic environment and the uncertainties regarding the impact on our business, there can be no assurance that our estimates and assumptions, made for purposes of our goodwill impairment testing will prove to be an accurate prediction of the future. In order to evaluate the sensitivity of the fair value calculation on the goodwill impairment test, we applied a hypothetical 10% decrease to the fair value of each reporting unit. We also applied a hypothetical decrease of 100-basis points in our terminal growth rate or an increase of 100-basis points in our weighted-average cost of capital to test the fair value calculation. In all cases, the estimated fair value of our reporting units derived in these sensitivity calculations exceeded the carrying value in excess of 10%. If our assumptions regarding future performance are not achieved, we may be required to record goodwill impairment charges in future periods. It is not possible at this time to determine if any such future impairment charge would result or, if it does, whether such charge would be material. Intangible Assets In conjunction with our acquisitions, we have obtained access to the customer contracts and relationships, trade names, acquired technology and other intellectual property of the acquired companies. These relationships are expected to provide economic benefit for future periods. Amortization expense is recognized on a straight-line basis over the estimated lives of the related assets. The amortization period of customer contracts and relationships, trade names, acquired technology and other intellectual property represents our best estimate of the expected usage or consumption of the economic benefits of the acquired assets, which is based on the company’s historical experience. Intangible assets with finite lives are reviewed for impairment when conditions indicate that the carrying values of the assets may not be recoverable. Circumstances that are considered as part of the qualitative assessment and could trigger a quantitative impairment test include, but are not limited to: a significant adverse change in the business climate; a significant adverse legal judgment including asset specific factors; adverse cash flow trends; an adverse action or assessment by a government agency; unanticipated competition; decline in our stock price; and a significant restructuring charge within a reporting unit. Based upon our qualitative assessment, it is more likely than not that the fair value of our intangible assets are greater than the carrying amount as of December 31, 2016 . No impairment of our intangible assets were recorded in 2016 , 2015 or 2014 . |
Environmental Liabilities and Expenditures | Environmental Liabilities and Expenditures Accruals (charges to income) for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based upon current law and existing technologies. These amounts, which are not discounted and are exclusive of claims against third parties, are adjusted periodically as assessment and remediation efforts progress or additional technical or legal information becomes available. Environmental costs are capitalized if the costs increase the value of the property and/or mitigate or prevent contamination from future operations. |
Discontinued Operations | Discontinued Operations We present the results of operations, financial position and cash flows that have either been sold or that meet the criteria for “held for sale” accounting as discontinued operations. At the time an operation qualifies for held for sale accounting, the operation is evaluated to determine whether or not the carrying value exceeds its fair value less cost to sell. Any loss as a result of carrying value in excess of fair value less cost to sell is recorded in the period the operation meets held for sale accounting. Management judgment is required to assess the criteria required to meet held for sale accounting, and estimate fair value. Changes to the operation could cause it to no longer qualify for held for sale accounting and changes to fair value or adjustments to amounts previously reported as discontinued operations could result in an increase or decrease to previously recognized losses. |
Income Taxes | Income Taxes Deferred taxes are provided for differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided to offset deferred tax assets if, based on the available evidence, it is more likely than not that some or all of the value of the deferred tax assets will not be realized. |
Derivative Financial Instruments | Derivative Financial Instruments We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing and financing activities and our operations that use foreign currencies. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks. We use hedge accounting treatment for substantially all of our business transactions whose risks are covered using derivative instruments. The hedge accounting treatment provides for the deferral of gains or losses on derivative instruments until such time as the related transactions occur. |
Concentration of Credit Risk | Concentration of Credit Risk Accounts receivable is the principal financial instrument which subjects us to a concentration of credit risk. Credit is extended based upon the evaluation of a customer’s financial condition and, generally, collateral is not required. Concentrations of credit risk with respect to receivables are somewhat limited due to our large number of customers, the diversity of these customers’ businesses and the geographic dispersion of such customers. Our accounts receivable are predominantly derived from sales denominated in USD or the Euro. We maintain an allowance for doubtful accounts based upon the expected collectibility of all trade receivables. |
Fair Value | Fair Value Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties or the amount that would be paid to transfer a liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by ASC 820 “Fair Value Measurement” (ASC 820), and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows: Level 1 — Inputs were unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 — Inputs (other than quoted prices included in Level 1) were either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 — Inputs reflected management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration was given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. |
Retirement-Related Benefits | Retirement-Related Benefits We account for our defined benefit pension plans and non-pension postretirement benefit plans using actuarial models required by ASC 715 “Compensation-Retirement Benefits” (ASC 715). These models use an attribution approach that generally spreads the financial impact of changes to the plan and actuarial assumptions over the average remaining service lives of the employees in the plan. Changes in liability due to changes in actuarial assumptions such as discount rate, rate of compensation increases and mortality, as well as annual deviations between what was assumed and what was experienced by the plan are treated as actuarial gains or losses. The principle underlying the required attribution approach is that employees render service over their average remaining service lives on a relatively smooth basis and, therefore, the accounting for benefits earned under the pension or non-pension postretirement benefits plans should follow the same relatively smooth pattern. Substantially all domestic defined benefit pension plan participants are no longer accruing benefits; therefore, actuarial gains and losses are amortized based upon the remaining life expectancy of the inactive plan participants. For both the years ended December 31, 2016 and 2015 , the average remaining life expectancy of the inactive participants in the domestic defined benefit pension plan was 19 years. One of the key assumptions for the net periodic pension calculation is the expected long-term rate of return on plan assets, used to determine the “market-related value of assets.” The “market-related value of assets” recognizes differences between the plan’s actual return and expected return over a five year period. The required use of an expected long-term rate of return on the market-related value of plan assets may result in a recognized pension income that is greater or less than the actual returns of those plan assets in any given year. Over time, however, the expected long-term returns are designed to approximate the actual long-term returns and, therefore, result in a pattern of income and expense recognition that more closely matches the pattern of the services provided by the employees. As differences between actual and expected returns are recognized over five years, they subsequently generate gains and losses that are subject to amortization over the average remaining life expectancy of the inactive plan participants, as described in the preceding paragraph. We use long-term historical actual return information, the mix of investments that comprise plan assets, and future estimates of long-term investment returns and inflation by reference to external sources to develop the expected long-term rate of return on plan assets as of December 31. The discount rate assumptions used for pension and non-pension postretirement benefit plan accounting reflect the rates available on high-quality fixed-income debt instruments on December 31 of each year. The rate of compensation increase is based upon our long-term plans for such increases. For retiree medical plan accounting, we review external data and our own historical trends for healthcare costs to determine the healthcare cost trend rates. |
Stock-Based Compensation | Stock-Based Compensation We measure the cost of employee services received in exchange for an award of equity instruments, such as stock options, performance shares and restricted stock, based on the grant-date fair value of the award. This cost is recognized over the period during which an employee is required to provide service in exchange for the award, the requisite service period (usually the vesting period). An initial measurement is made of the cost of employee services received in exchange for an award of liability instruments based on its current fair value and the value of that award is subsequently remeasured at each reporting date through the settlement date. Changes in fair value of liability awards during the requisite service period are recognized as compensation cost over that period. The fair value of each option granted, which typically vests ratably over three years, but not less than one year, was estimated on the date of grant, using the Black-Scholes option-pricing model with the following assumptions: 2016 2015 2014 Dividend yield 6.09 % 2.92 % 3.13 % Risk-free interest rate 1.35 % 1.69 % 2.13 % Expected volatility 32 % 34 % 42 % Expected life (years) 6.0 6.0 7.0 Weighted-average grant fair value (per option) $ 1.90 $ 6.80 $ 8.34 Weighted-average exercise price $ 13.14 $ 27.40 $ 25.69 Shares granted 1,670,400 776,750 624,200 Dividend yield was based on a historical average. Risk-free interest rate was based on zero coupon U.S. Treasury securities rates for the expected life of the options. Expected volatility was based on our historical stock price movements, as we believe that historical experience is the best available indicator of the expected volatility. Expected life of the option grant was based on historical exercise and cancellation patterns, as we believe that historical experience is the best estimate for future exercise patterns. |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Other Operating Income | Included in other operating income were the following: Years Ended December 31, 2016 2015 2014 ($ in millions) Gains (losses) on disposition of property, plant and equipment, net $ (0.7 ) $ (0.6 ) $ 0.2 Gains on insurance recoveries 11.0 46.0 — Gain on resolution of a contract matter — — 1.0 Other 0.3 0.3 0.3 Other operating income $ 10.6 $ 45.7 $ 1.5 |
Asset retirement obligation activity | The activity of our asset retirement obligation was as follows: December 31, 2016 2015 ($ in millions) Beginning balance $ 53.5 $ 54.4 Accretion 3.1 3.6 Spending (8.8 ) (8.2 ) Currency translation adjustments 0.2 (1.1 ) Acquisition activity — 1.7 Adjustments 7.4 3.1 Ending balance $ 55.4 $ 53.5 |
Schedule of assumptions for the Black-Scholes option pricing model | The fair value of each option granted, which typically vests ratably over three years, but not less than one year, was estimated on the date of grant, using the Black-Scholes option-pricing model with the following assumptions: 2016 2015 2014 Dividend yield 6.09 % 2.92 % 3.13 % Risk-free interest rate 1.35 % 1.69 % 2.13 % Expected volatility 32 % 34 % 42 % Expected life (years) 6.0 6.0 7.0 Weighted-average grant fair value (per option) $ 1.90 $ 6.80 $ 8.34 Weighted-average exercise price $ 13.14 $ 27.40 $ 25.69 Shares granted 1,670,400 776,750 624,200 |
ACQUISITION (Tables)
ACQUISITION (Tables) - DCP Business | 12 Months Ended |
Dec. 31, 2016 | |
Business Acquisition [Line Items] | |
Schedule of Aggregate Purchase Consideration [Table Text Block] | The following table summarizes the aggregate purchase price for the Acquired Business and related transactions, after the final post-closing adjustments: October 5, 2015 (In millions, except per share data) Shares 87.5 Value of common stock on October 2, 2015 17.46 Equity consideration by exchange of shares $ 1,527.4 Cash and debt instruments received by TDCC 2,095.0 Payment for certain liabilities including the final working capital adjustment 69.5 Up-front payments under the ethylene agreements 433.5 Total cash, debt and equity consideration $ 4,125.4 Long-term debt assumed 569.0 Pension liabilities assumed 442.3 Aggregate purchase price $ 5,136.7 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the final allocation of the purchase price to the Acquired Business’s assets and liabilities on the Closing Date: Initial Valuation Measurement Period Adjustments Final Valuation ($ in millions) Total current assets $ 921.7 $ (38.0 ) $ 883.7 Property, plant and equipment 3,090.8 (11.7 ) 3,079.1 Deferred tax assets 76.8 8.2 85.0 Intangible assets 582.3 30.3 612.6 Other assets 426.5 12.4 438.9 Total assets acquired 5,098.1 1.2 5,099.3 Total current liabilities 357.6 2.3 359.9 Long-term debt 517.9 — 517.9 Accrued pension liability 447.1 (4.8 ) 442.3 Deferred tax liabilities 1,054.9 (37.2 ) 1,017.7 Other liabilities 2.0 6.6 8.6 Total liabilities assumed 2,379.5 (33.1 ) 2,346.4 Net identifiable assets acquired 2,718.6 34.3 2,752.9 Goodwill 1,427.5 (55.0 ) 1,372.5 Fair value of net assets acquired $ 4,146.1 $ (20.7 ) $ 4,125.4 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Based on final valuations, purchase price was allocated to intangible assets as follows: October 5, 2015 Weighted-Average Amortization Period (Years) Gross Amount ($ in millions) Customers, customer contracts and relationships 15 Years $ 520.5 Acquired technology 7 Years 85.1 Trade name 5 Years 7.0 Total acquired intangible assets $ 612.6 |
Pro forma summary | The following pro forma summary reflects consolidated results of operation as if the Acquisition had occurred on January 1, 2014 (unaudited). Years Ended December 31, 2015 2014 ($ in millions, except per share data) Sales $ 5,681.8 $ 6,948.2 Net (loss) income (36.6 ) 0.8 Net (loss) income per common share: Basic $ (0.22 ) $ — Diluted $ (0.22 ) $ — |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | The following table summarizes the 2016 , 2015 and 2014 activities by major component of these restructuring actions and the remaining balances of accrued restructuring costs as of December 31, 2016 : Employee severance and job related benefits Lease and other contract termination costs Employee relocation costs Facility exit costs Write-off of equipment and facility Total ($ in millions) Balance January 1, 2014 $ 10.2 $ — $ — $ — $ — $ 10.2 2014 restructuring charges 4.5 4.5 0.5 2.9 3.3 15.7 Amounts utilized (3.5 ) — (0.5 ) (2.9 ) (3.3 ) (10.2 ) Balance at December 31, 2014 11.2 4.5 — — — 15.7 2015 restructuring charges — 0.7 0.6 0.9 0.5 2.7 Amounts utilized (6.0 ) (2.9 ) (0.6 ) (0.9 ) (0.5 ) (10.9 ) Currency translation adjustments (0.6 ) (0.2 ) — — — (0.8 ) Balance at December 31, 2015 4.6 2.1 — — — 6.7 2016 restructuring charges 5.1 13.6 2.1 15.5 76.6 112.9 Amounts utilized (6.3 ) (8.2 ) (2.1 ) (13.7 ) (76.6 ) (106.9 ) Balance at December 31, 2016 $ 3.4 $ 7.5 $ — $ 1.8 $ — $ 12.7 |
Restructuring and Related Costs [Table Text Block] | The following table summarizes the cumulative restructuring charges of these 2016, 2014 and 2010 restructuring actions by major component through December 31, 2016 : Chlor Alkali Products and Vinyls Winchester Total Becancour Capacity Reductions Mercury ($ in millions) Write-off of equipment and facility $ 3.5 $ 76.6 $ 17.8 $ — $ 97.9 Employee severance and job related benefits 2.7 5.1 5.6 13.1 26.5 Facility exit costs 1.3 14.7 15.6 2.3 33.9 Pension and other postretirement benefits curtailment — — — 4.1 4.1 Employee relocation costs — 1.4 0.9 6.0 8.3 Lease and other contract termination costs 5.3 13.5 0.7 — 19.5 Total cumulative restructuring charges $ 12.8 $ 111.3 $ 40.6 $ 25.5 $ 190.2 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | Income from discontinued operations, net consisted of the following: Years Ended December 31, 2016 2015 2014 ($ in millions) Income from discontinued operations $ — $ — $ 4.6 Tax provision — — 3.9 Income from discontinued operations, net $ — $ — $ 0.7 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Share Table | Years ended December 31, 2016 2015 2014 Computation of Income (loss) per Share (In millions, except per share data) Income (loss) from continuing operations, net $ (3.9 ) $ (1.4 ) $ 105.0 Income from discontinued operations, net — — 0.7 Net (loss) income $ (3.9 ) $ (1.4 ) $ 105.7 Basic shares 165.2 103.4 78.6 Basic (loss) income per share: Income (loss) from continuing operations $ (0.02 ) $ (0.01 ) $ 1.33 Income from discontinued operations, net — — 0.01 Net (loss) income $ (0.02 ) $ (0.01 ) $ 1.34 Diluted shares: Basic shares 165.2 103.4 78.6 Stock-based compensation — — 1.1 Diluted shares 165.2 103.4 79.7 Diluted (loss) income per share: Income (loss) from continuing operations $ (0.02 ) $ (0.01 ) $ 1.32 Income from discontinued operations, net — — 0.01 Net (loss) income $ (0.02 ) $ (0.01 ) $ 1.33 |
ALLOWANCE FOR DOUBTFUL ACCOUN44
ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounts Receivable, Net [Abstract] | |
Allowance for Doubtful Accounts Receivable | Allowance for doubtful accounts receivable consisted of the following: December 31, 2016 2015 ($ in millions) Beginning balance $ 6.4 $ 3.0 Provisions charged 4.5 5.2 Write-offs, net of recoveries (0.8 ) (1.8 ) Ending balance $ 10.1 $ 6.4 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories Table | December 31, 2016 2015 ($ in millions) Supplies $ 58.1 $ 86.5 Raw materials 72.6 91.5 Work in process 110.7 105.8 Finished goods 435.1 445.3 676.5 729.1 LIFO reserves (46.1 ) (43.9 ) Inventories, net $ 630.4 $ 685.2 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets [Abstract] | |
Schedule of Other Assets | Included in other assets were the following: December 31, 2016 2015 ($ in millions) Investments in non-consolidated affiliates $ 26.7 $ 25.0 Deferred debt issuance costs 2.6 3.3 Tax-related receivables 17.5 1.5 Interest rate swaps 7.7 — Supply contracts 566.7 406.5 Other 23.2 18.3 Other assets $ 644.4 $ 454.6 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment along with respective useful lives | December 31, Useful Lives 2016 2015 ($ in millions) Land and improvements to land 10-20 Years $ 281.2 $ 280.4 Buildings and building equipment 10-30 Years 375.0 380.4 Machinery and equipment 3-15 Years 4,765.9 4,665.8 Leasehold improvements 3.4 2.7 Construction in progress 171.0 123.5 Property, plant and equipment 5,596.5 5,452.8 Accumulated depreciation (1,891.6 ) (1,499.4 ) Property, plant and equipment, net $ 3,704.9 $ 3,953.4 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | Changes in the carrying value of goodwill were as follows: Chlor Alkali Products and Vinyls Epoxy Total ($ in millions) Balance at January 1, 2015 $ 747.1 $ — $ 747.1 Acquisition activity 1,130.8 296.7 1,427.5 Foreign currency translation adjustment (0.4 ) (0.1 ) (0.5 ) Balance at December 31, 2015 1,877.5 296.6 2,174.1 Acquisition activity (45.3 ) (9.7 ) (55.0 ) Foreign currency translation adjustment (0.9 ) (0.2 ) (1.1 ) Balance at December 31, 2016 $ 1,831.3 $ 286.7 $ 2,118.0 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consisted of the following: December 31, 2016 2015 Useful Lives Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net ($ in millions) Customers, customer contracts and relationships (10-15 years) $ 667.8 $ (112.9 ) $ 554.9 $ 641.0 $ (64.0 ) $ 577.0 Trade name (5 years) 17.8 (12.7 ) 5.1 17.9 — 17.9 Acquired technology (7 years) 84.2 (15.0 ) 69.2 84.7 (2.7 ) 82.0 Other (4-10 years) 2.3 (1.9 ) 0.4 2.3 (1.7 ) 0.6 Total intangible assets $ 772.1 $ (142.5 ) $ 629.6 $ 745.9 $ (68.4 ) $ 677.5 |
INVESTMENTS-AFFILIATED COMPAN49
INVESTMENTS-AFFILIATED COMPANIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in non-consolidated equity affiliates | The following table summarizes our investment in our non-consolidated equity affiliate: December 31, 2016 2015 ($ in millions) Bay Gas $ 26.7 $ 25.0 |
Summary of equity earnings of non-consolidated affiliates | The following table summarizes our equity earnings of our non-consolidated affiliate: Years Ended December 31, 2016 2015 2014 ($ in millions) Bay Gas $ 1.7 $ 1.7 $ 1.7 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Instruments [Abstract] | |
Schedule of long-term debt | December 31, 2016 2015 Notes payable: ($ in millions) Variable-rate Senior Term Loan facility, due 2020 (2.77% and 2.17% at December 31, 2016 and 2015, respectively) $ 1,282.5 $ 1,350.0 Variable-rate Sumitomo credit facility, due 2018 (2.27% and 1.77% at December 31, 2016 and 2015, respectively) 590.0 800.0 Variable-rate Recovery Zone bonds, due 2024-2035 (2.47% and 1.40% at December 31, 2016 and 2015, respectively) 103.0 103.0 Variable-rate Go Zone bonds, due 2024 (2.47% and 1.40% at December 31, 2016 and 2015, respectively) 50.0 50.0 Variable-rate Industrial development and environmental improvement obligations, due 2025 (0.25% and 0.27% at December 31, 2016 and 2015, respectively) 2.9 2.9 9.75%, due 2023 720.0 720.0 10.00%, due 2025 500.0 500.0 5.50%, due 2022 200.0 200.0 6.75%, due 2016 — 125.0 7.23%, SunBelt Notes due 2013-2017 12.2 24.4 Receivables financing agreement 210.0 — Capital lease obligations 3.9 4.6 Total notes payable 3,674.5 3,879.9 Deferred debt issuance costs and unamortized fair value premium (28.5 ) (32.7 ) Interest rate swaps (28.4 ) 1.6 Total debt 3,617.6 3,848.8 Amounts due within one year 80.5 205.0 Total long-term debt $ 3,537.1 $ 3,643.8 |
PENSION PLANS (Tables)
PENSION PLANS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Changes in benefit obligation and plan assets | Changes in the benefit obligation and plan assets were as follows: December 31, 2016 December 31, 2015 ($ in millions) ($ in millions) Change in Benefit Obligation U.S. Foreign Total U.S. Foreign Total Benefit obligation at beginning of year $ 2,458.5 $ 227.4 $ 2,685.9 $ 2,116.5 $ 66.3 $ 2,182.8 Service cost 1.3 7.6 8.9 2.1 2.2 4.3 Interest cost 82.4 5.3 87.7 80.2 3.1 83.3 Actuarial (gain) loss 88.7 20.4 109.1 (45.8 ) 1.8 (44.0 ) Benefits paid (132.2 ) (3.4 ) (135.6 ) (205.6 ) (2.8 ) (208.4 ) Curtailments/settlements — — — 12.6 0.1 12.7 Plan participant’s contributions — 0.9 0.9 — — — Plan amendments — (1.2 ) (1.2 ) — — — Business combination (32.5 ) — (32.5 ) 498.5 171.4 669.9 Currency translation adjustments — (6.0 ) (6.0 ) — (14.7 ) (14.7 ) Benefit obligation at end of year $ 2,466.2 $ 251.0 $ 2,717.2 $ 2,458.5 $ 227.4 $ 2,685.9 December 31, 2016 December 31, 2015 ($ in millions) ($ in millions) Change in Plan Assets U.S. Foreign Total U.S. Foreign Total Fair value of plans’ assets at beginning of year $ 1,974.0 $ 62.5 $ 2,036.5 $ 1,915.4 $ 63.3 $ 1,978.7 Actual return on plans’ assets 191.5 3.5 195.0 (25.4 ) 0.4 (25.0 ) Employer contributions 6.4 2.0 8.4 77.6 1.0 78.6 Benefits paid (132.2 ) (3.4 ) (135.6 ) (205.6 ) (2.8 ) (208.4 ) Business combination (27.7 ) — (27.7 ) 212.0 10.8 222.8 Currency translation adjustments — 1.9 1.9 — (10.2 ) (10.2 ) Fair value of plans’ assets at end of year $ 2,012.0 $ 66.5 $ 2,078.5 $ 1,974.0 $ 62.5 $ 2,036.5 December 31, 2016 December 31, 2015 ($ in millions) ($ in millions) Funded Status U.S. Foreign Total U.S. Foreign Total Qualified plans $ (450.6 ) $ (182.6 ) $ (633.2 ) $ (480.8 ) $ (163.5 ) $ (644.3 ) Non-qualified plans (3.6 ) (1.9 ) (5.5 ) (3.7 ) (1.4 ) (5.1 ) Total funded status $ (454.2 ) $ (184.5 ) $ (638.7 ) $ (484.5 ) $ (164.9 ) $ (649.4 ) |
Amounts recognized in consolidated balance sheets | Amounts recognized in the consolidated balance sheets consisted of: December 31, 2016 December 31, 2015 ($ in millions) ($ in millions) U.S. Foreign Total U.S. Foreign Total Accrued benefit in current liabilities $ (0.4 ) $ (0.2 ) $ (0.6 ) $ (0.4 ) $ (0.1 ) $ (0.5 ) Accrued benefit in noncurrent liabilities (453.8 ) (184.3 ) (638.1 ) (484.1 ) (164.8 ) (648.9 ) Accumulated other comprehensive loss 743.1 43.5 786.6 714.2 26.6 740.8 Net balance sheet impact $ 288.9 $ (141.0 ) $ 147.9 $ 229.7 $ (138.3 ) $ 91.4 |
Schedule of projected and accumulated benefit obligation, and fair value of plan assets | December 31, 2016 2015 ($ in millions) Projected benefit obligation $ 2,717.2 $ 2,685.9 Accumulated benefit obligation 2,685.7 2,655.0 Fair value of plan assets 2,078.5 2,036.5 |
Components of net periodic benefit income (loss) | Years Ended December 31, 2016 2015 2014 Components of Net Periodic Benefit Costs (Income) ($ in millions) Service cost $ 12.3 $ 7.8 $ 5.3 Interest cost 87.7 83.3 86.5 Expected return on plans’ assets (157.8 ) (147.4 ) (139.5 ) Amortization of prior service cost — 1.6 2.2 Recognized actuarial loss 20.7 26.2 20.3 Curtailments/settlements — 47.2 0.2 Net periodic benefit costs (income) $ (37.1 ) $ 18.7 $ (25.0 ) Included in Other Comprehensive Loss (Pretax) Liability adjustment $ 66.1 $ 125.4 $ 138.9 Amortization of prior service costs and actuarial losses (20.7 ) (62.4 ) (22.7 ) |
Assumptions used in calculations | U.S. Pension Benefits Foreign Pension Benefits Weighted-Average Assumptions 2016 2015 2014 2016 2015 2014 Discount rate—periodic benefit cost 4.4%(1) 3.9 % 4.5 % 2.7 % 2.8 % 4.8 % Expected return on assets 7.75 % 7.75 % 7.75 % 6.0 % 6.0 % 7.50 % Rate of compensation increase 3.0 % 3.0 % 3.0 % 3.0 % 3.0 % 3.5 % Discount rate—benefit obligation 4.1 % 4.4 % 3.9 % 2.3 % 2.7 % 3.9 % (1) The discount rate—periodic benefit cost for our domestic qualified pension plan is comprised of the discount rate used to determine interest costs of 3.5% and the discount rate used to determine service costs of 4.6% . |
Schedule of Rate of Returns by Asset Class Considered in Setting Long-Term Rate of Return Assumption | The following rates of return by asset class were considered in setting the long-term rate of return assumption: U.S. equities 9% to 13% Non-U.S. equities 10% to 14% Fixed income/cash 5% to 9% Alternative investments 5% to 15% Absolute return strategies 8% to 12% |
Pension plan asset allocation by asset class | Our pension plan asset allocation at December 31, 2016 and 2015 by asset class was as follows: Percentage of Plan Assets Asset Class 2016 2015 U.S. equities 19 % 4 % Non-U.S. equities 15 % 6 % Fixed income/cash 35 % 47 % Acquisition plan receivable — % 10 % Alternative investments 20 % 19 % Absolute return strategies 11 % 14 % Total 100 % 100 % |
Target allocation and ranges | As of December 31, 2016 , the following target allocation and ranges have been set for each asset class: Asset Class Target Allocation Target Range U.S. equities 27 % 19-35 Non-U.S. equities 18 % 4-35 Fixed income/cash 29 % 20-80 Alternative investments 6 % 0-32 Absolute return strategies 20 % 10-30 |
Pension Plan Investments Measured At Fair Value [Text Block] | The following table summarizes our domestic and foreign defined benefit pension plan assets measured at fair value as of December 31, 2016 : Asset Class Investments Measured at NAV (1) Quoted Prices Significant Significant Total ($ in millions) Equity securities U.S. equities $ 241.4 $ 143.2 $ — $ — $ 384.6 Non-U.S. equities 248.6 38.6 29.9 — 317.1 Fixed income/cash Cash — 259.6 — — 259.6 Government treasuries 18.2 — 169.4 — 187.6 Corporate debt instruments 51.8 0.2 129.6 — 181.6 Asset-backed securities 61.4 — 36.4 — 97.8 Alternative investments Hedge fund of funds 380.6 — — — 380.6 Real estate funds 22.5 — — — 22.5 Private equity funds 16.4 — — — 16.4 Absolute return strategies 230.7 — — — 230.7 Total assets $ 1,271.6 $ 441.6 $ 365.3 $ — $ 2,078.5 The following table summarizes our domestic and foreign defined benefit pension plan assets measured at fair value as of December 31, 2015 : Asset Class Investments Measured at NAV (1) Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total ($ in millions) Equity securities U.S. equities $ 43.2 $ 36.4 $ — $ — $ 79.6 Non-U.S. equities 118.2 0.8 3.7 — 122.7 Acquisition plan receivable — — — 212.0 212.0 Fixed income/cash Cash — 60.1 — — 60.1 Government treasuries 41.7 — 385.9 — 427.6 Corporate debt instruments 52.8 0.3 261.1 — 314.2 Asset-backed securities 118.6 — 37.0 — 155.6 Alternative investments Hedge fund of funds 335.6 — — — 335.6 Real estate funds 27.4 — — — 27.4 Private equity funds 18.4 — — — 18.4 Absolute return strategies 283.3 — — — 283.3 Total assets $ 1,039.2 $ 97.6 $ 687.7 $ 212.0 $ 2,036.5 |
Summary of activity for defined benefit plan with significant unobservable inputs | The following table summarizes the activity for our defined benefit pension plans level 3 assets for the year ended December 31, 2016 : December 31, 2015 Realized Unrealized Gain/(Loss) Relating to Assets Held at Period End Purchases, Sales, Settlements, and Other Transfers December 31, 2016 ($ in millions) Acquisition plan receivable $ 212.0 $ — $ — $ (212.0 ) $ — $ — The following table summarizes the activity for our defined benefit pension plans level 3 assets for the year ended December 31, 2015 : December 31, 2014 Realized Gain/(Loss) Unrealized Gain/(Loss) Relating to Assets Held at Period End Purchases, Sales, Settlements, and Other Transfers In/(Out) December 31, 2015 ($ in millions) Acquisition plan receivable $ — $ — $ — $ 212.0 $ — $ 212.0 |
POSTRETIREMENT BENEFITS (Tables
POSTRETIREMENT BENEFITS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
POSTRETIREMENT BENEFITS Disclosure [Abstract] | |
Postretirement plan change in benefit obligation | Changes in the benefit obligation were as follows: December 31, 2016 December 31, 2015 ($ in millions) ($ in millions) Change in Benefit Obligation U.S. Foreign Total U.S. Foreign Total Benefit obligation at beginning of year $ 53.9 $ 8.1 $ 62.0 $ 58.5 $ 8.7 $ 67.2 Service cost 0.8 0.4 1.2 1.1 0.1 1.2 Interest cost 1.2 0.4 1.6 2.0 0.3 2.3 Actuarial loss (gain) (5.1 ) — (5.1 ) (0.7 ) 0.7 — Benefits paid (7.2 ) (0.4 ) (7.6 ) (7.0 ) (0.3 ) (7.3 ) Currency translation adjustments — 0.1 0.1 — (1.5 ) (1.5 ) Curtailment — — — — 0.1 0.1 Benefit obligation at end of year $ 43.6 $ 8.6 $ 52.2 $ 53.9 $ 8.1 $ 62.0 December 31, 2016 December 31, 2015 ($ in millions) ($ in millions) U.S. Foreign Total U.S. Foreign Total Funded status $ (43.6 ) $ (8.6 ) $ (52.2 ) $ (53.9 ) $ (8.1 ) $ (62.0 ) |
Amounts recognized in consolidated balance sheet | Amounts recognized in the consolidated balance sheets consisted of: December 31, 2016 December 31, 2015 ($ in millions) ($ in millions) U.S. Foreign Total U.S. Foreign Total Accrued benefit in current liabilities $ (4.8 ) $ (0.3 ) $ (5.1 ) $ (5.3 ) $ (0.3 ) $ (5.6 ) Accrued benefit in noncurrent liabilities (38.8 ) (8.3 ) (47.1 ) (48.6 ) (7.8 ) (56.4 ) Accumulated other comprehensive loss 24.8 0.3 25.1 29.7 0.2 29.9 Net balance sheet impact $ (18.8 ) $ (8.3 ) $ (27.1 ) $ (24.2 ) $ (7.9 ) $ (32.1 ) |
Components of net periodic benefit cost | Years Ended December 31, 2016 2015 2014 Components of Net Periodic Benefit Cost ($ in millions) Service cost $ 1.2 $ 1.2 $ 1.1 Interest cost 1.6 2.3 2.7 Amortization of prior service cost (2.6 ) — (0.1 ) Recognized actuarial loss 2.3 3.1 2.9 Curtailment — 0.1 — Net periodic benefit cost $ 2.5 $ 6.7 $ 6.6 Included in Other Comprehensive Loss (Pretax) Liability adjustment $ (5.1 ) $ (0.1 ) $ 3.1 Amortization of prior service costs and actuarial losses 0.3 (3.2 ) (2.8 ) |
Schedule of actuarial assumption | December 31, Weighted-Average Assumptions 2016 2015 2014 Discount rate—periodic benefit cost 4.1 % 3.7 % 4.3 % Discount rate—benefit obligation 3.8 % 4.1 % 3.7 % |
Assumed healthcare cost trend rates | The assumed healthcare cost trend rates for pre-65 retirees were as follows: December 31, 2016 2015 Healthcare cost trend rate assumed for next year 8.0 % 8.5 % Rate that the cost trend rate gradually declines to 5.0 % 5.0 % Year that the rate reaches the ultimate rate 2022 2022 |
Effects of one percent change in the assumed health care cost trend rates | A one-percentage-point change in assumed healthcare cost trend rates would have the following effects: One-Percentage One-Percentage ($ in millions) Effect on total of service and interest costs $ 0.6 $ (0.4 ) Effect on postretirement benefit obligation 2.1 (1.8 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Components of income tax provision | Years ended December 31, 2016 2015 2014 Components of Income (Loss) from Continuing Operations Before Taxes ($ in millions) Domestic $ (23.3 ) $ (66.9 ) $ 164.4 Foreign (10.9 ) 73.6 (1.7 ) Income (loss) from continuing operations before taxes $ (34.2 ) $ 6.7 $ 162.7 Components of Income Tax (Benefit) Provision Current expense (benefit): Federal $ (11.6 ) $ (16.6 ) $ 25.9 State 0.9 1.2 1.3 Foreign 15.7 14.4 5.3 5.0 (1.0 ) 32.5 Deferred (benefit) expense: Federal $ (10.1 ) $ 8.9 $ 26.9 State (5.1 ) (2.4 ) 3.0 Foreign (20.1 ) 2.6 (4.7 ) (35.3 ) 9.1 25.2 Income tax (benefit) provision $ (30.3 ) $ 8.1 $ 57.7 |
Effective tax rate reconciliation | The following table accounts for the difference between the actual tax provision and the amounts obtained by applying the statutory U.S. federal income tax rate of 35% to the income (loss) from continuing operations before taxes. Years ended December 31, Effective Tax Rate Reconciliation (Percent) 2016 2015 2014 Statutory federal tax rate 35.0 % 35.0 % 35.0 % State income taxes, net 8.0 (38.2 ) 2.4 Foreign rate differential (25.1 ) (129.8 ) 0.4 U.S. tax on foreign earnings 24.4 128.6 (0.6 ) Domestic manufacturing/export tax incentive — — (1.8 ) Salt depletion 45.4 (38.8 ) (0.5 ) Non-deductible transaction costs — 133.1 — Change in valuation allowance (0.7 ) 27.9 1.1 Remeasurement of deferred taxes 9.4 7.6 0.4 Change in tax contingencies (9.7 ) 5.0 (0.3 ) Dividends paid to CEOP 2.8 (11.1 ) (0.5 ) Return to provision 5.3 (4.2 ) (0.7 ) Research tax credit 0.6 (3.1 ) — Other, net (6.8 ) 8.9 0.6 Effective tax rate 88.6 % 120.9 % 35.5 % |
Components of deferred tax assets and liabilities | December 31, Components of Deferred Tax Assets and Liabilities 2016 2015 ($ in millions) Deferred tax assets: Pension and postretirement benefits $ 226.1 $ 235.2 Environmental reserves 54.5 55.3 Asset retirement obligations 22.0 21.0 Accrued liabilities 53.0 53.7 Tax credits 13.2 23.3 Net operating losses 105.3 40.1 Capital loss carryforward 2.8 4.7 Other miscellaneous items — 18.5 Total deferred tax assets 476.9 451.8 Valuation allowance (29.0 ) (29.3 ) Net deferred tax assets 447.9 422.5 Deferred tax liabilities: Property, plant and equipment 875.5 875.6 Intangible amortization 137.3 138.4 Inventory and prepaids 13.6 11.6 Partnerships 106.3 101.4 Taxes on unremitted earnings 223.6 294.8 Other miscellaneous items 4.6 — Total deferred tax liabilities 1,360.9 1,421.8 Net deferred tax liability $ (913.0 ) $ (999.3 ) |
Summary of Valuation Allowance | The activity of our deferred income tax valuation allowance was as follows: December 31, 2016 2015 ($ in millions) Beginning balance $ 29.3 $ 16.6 Charged to income tax provision 8.4 1.8 Acquisition activity (4.3 ) 12.3 Deductions from reserves - credited to income tax provision (4.4 ) (1.4 ) Ending balance $ 29.0 $ 29.3 |
Unrecognized tax benefits | The amounts of unrecognized tax benefits were as follows: December 31, 2016 2015 ($ in millions) Beginning balance $ 35.1 $ 36.1 Increase for current year tax positions 1.7 — Increase for prior year tax positions 5.8 0.2 Reductions due to statute of limitations (0.3 ) — Decrease for prior year tax positions (1.8 ) — Decrease due to tax settlements (2.1 ) (1.2 ) Ending balance $ 38.4 $ 35.1 |
Tax years subject to examination | For our primary tax jurisdictions, the tax years that remain subject to examination are as follows: Tax Years U.S. federal income tax 2008; 2010 - 2015 U.S. state income tax 2006 - 2015 Canadian federal income tax 2012 - 2015 Brazil 2014 - 2015 Germany 2015 China 2014 - 2015 The Netherlands 2014 - 2015 South Korea 2014 - 2015 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | Included in accrued liabilities were the following: December 31, 2016 2015 ($ in millions) Acquisition-related accruals $ — $ 90.2 Accrued compensation and payroll taxes 77.8 53.4 Tax-related accruals 40.9 29.5 Accrued interest 30.7 35.0 Legal and professional costs 21.2 32.0 Accrued employee benefits 21.2 24.4 Environmental (current portion only) 17.0 19.0 Asset retirement obligation (current portion only) 12.6 7.3 Other 42.4 37.3 Accrued liabilities $ 263.8 $ 328.1 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based compensation expense | Stock-based compensation expense was as follows: Years ended December 31, 2016 2015 2014 ($ in millions) Stock-based compensation $ 11.2 $ 11.5 $ 9.2 Mark-to-market adjustments 3.0 (3.0 ) (3.6 ) Total expense $ 14.2 $ 8.5 $ 5.6 |
Stock Options Activity | Stock option transactions were as follows: Exercisable Shares Option Price Weighted-Average Options Weighted-Average Outstanding at January 1, 2016 4,720,105 $14.28-27.65 $ 21.29 3,371,449 $ 19.28 Granted 1,670,400 13.14 13.14 Exercised (267,082 ) 14.28-23.28 16.48 Canceled (388,683 ) 13.14-25.57 19.77 Outstanding at December 31, 2016 5,734,740 $13.14-27.65 $ 19.25 3,407,300 $ 20.56 |
Stock Options Exercisable, Exercise Price Range | The following table provides certain information with respect to stock options exercisable at December 31, 2016 : Range of Options Weighted-Average Options Weighted-Average Under $16.00 897,129 $ 15.06 2,518,379 $ 13.82 $16.00 – $22.00 1,286,916 20.25 1,286,916 20.25 Over $22.00 1,223,255 24.92 1,929,445 25.66 3,407,300 5,734,740 |
Common shares reserved and available for grant or purchase | At December 31, 2016 , common shares reserved for issuance and available for grant or purchase under the following plans consisted of: Number of Shares Stock Option Plans Reserved for Issuance Available for (1) 2000 long term incentive plan 245,486 97,444 2003 long term incentive plan 365,005 235,305 2006 long term incentive plan 1,360,312 87,116 2009 long term incentive plan 2,660,662 122,710 2014 long term incentive plan 3,000,000 244,975 2016 long term incentive plan 6,000,000 6,000,000 Total under stock option plans 13,631,465 6,787,550 Number of Shares Stock Purchase Plans Reserved for Issuance Available for 1997 stock plan for non-employee directors 553,402 460,663 Employee deferral plan 45,627 45,623 Total under stock purchase plans 599,029 506,286 (1) All available to be issued as stock options, but includes a sub-limit for all types of stock awards of 3,287,550 shares. |
Performance Shares Transactions | Performance share transactions were as follows: To Settle in Cash To Settle in Shares Shares Weighted-Average Shares Weighted-Average Outstanding at January 1, 2016 311,528 $ 17.48 302,000 $ 25.59 Granted 339,619 15.28 340,925 15.39 Paid/Issued (103,417 ) 17.48 (96,500 ) 23.28 Converted from shares to cash 2,474 13.14 (2,474 ) 13.14 Canceled (7,376 ) 13.14 (7,376 ) 13.14 Outstanding at December 31, 2016 542,828 $ 25.84 536,575 $ 16.18 Total vested at December 31, 2016 241,299 $ 25.84 235,046 $ 18.62 |
Summary of Unvested Performance Shares | The summary of the status of our unvested performance shares to be settled in cash were as follows: Shares Weighted-Average Unvested at January 1, 2016 110,000 $ 17.48 Granted 408,431 13.63 Vested (209,526 ) 25.84 Canceled (7,376 ) 13.14 Unvested at December 31, 2016 301,529 $ 25.84 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Activity included in accumulated other comprehensive loss table | The following table represents the activity included in accumulated other comprehensive loss: Foreign Unrealized Pension and Accumulated ($ in millions) Balance at January 1, 2014 $ (0.5 ) $ 0.9 $ (365.5 ) $ (365.1 ) Unrealized losses (1.8 ) (10.2 ) (142.0 ) (154.0 ) Reclassification adjustments into income — 1.8 25.5 27.3 Tax benefit — 3.3 45.4 48.7 Net change (1.8 ) (5.1 ) (71.1 ) (78.0 ) Balance at December 31, 2014 (2.3 ) (4.2 ) (436.6 ) (443.1 ) Unrealized losses (15.7 ) (13.9 ) (125.3 ) (154.9 ) Reclassification adjustments into income — 9.7 65.6 75.3 Tax benefit 5.9 1.5 22.8 30.2 Net change (9.8 ) (2.7 ) (36.9 ) (49.4 ) Balance at December 31, 2015 (12.1 ) (6.9 ) (473.5 ) (492.5 ) Unrealized (losses) gains (22.4 ) 26.3 (61.0 ) (57.1 ) Reclassification adjustments into income — 5.8 20.4 26.2 Tax benefit (provision) 10.4 (12.4 ) 15.4 13.4 Net change (12.0 ) 19.7 (25.2 ) (17.5 ) Balance at December 31, 2016 $ (24.1 ) $ 12.8 $ (498.7 ) $ (510.0 ) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Years ended December 31, 2016 2015 2014 Sales: ($ in millions) Chlor Alkali Products and Vinyls $ 2,999.3 $ 1,713.4 $ 1,502.8 Epoxy 1,822.0 429.6 — Winchester 729.3 711.4 738.4 Total sales $ 5,550.6 $ 2,854.4 $ 2,241.2 Income (loss) from continuing operations before taxes: Chlor Alkali Products and Vinyls $ 224.9 $ 115.5 $ 130.1 Epoxy 15.4 (7.5 ) — Winchester 120.9 115.6 127.3 Corporate/Other (55.8 ) (40.6 ) (33.8 ) Restructuring charges (112.9 ) (2.7 ) (15.7 ) Acquisition-related costs (48.8 ) (123.4 ) (4.2 ) Other operating income 10.6 45.7 1.5 Interest expense (191.9 ) (97.0 ) (43.8 ) Interest income 3.4 1.1 1.3 Income (loss) from continuing operations before taxes $ (34.2 ) $ 6.7 $ 162.7 Earnings of non-consolidated affiliates: Chlor Alkali Products and Vinyls $ 1.7 $ 1.7 $ 1.7 Depreciation and amortization expense: Chlor Alkali Products and Vinyls $ 418.1 $ 186.1 $ 119.4 Epoxy 90.0 20.9 — Winchester 18.5 17.4 16.3 Corporate/Other 6.9 4.5 3.4 Total depreciation and amortization expense $ 533.5 $ 228.9 $ 139.1 Capital spending: Chlor Alkali Products and Vinyls $ 195.1 $ 94.5 $ 49.6 Epoxy 45.4 7.7 — Winchester 19.5 25.6 21.4 Corporate/Other 18.0 3.1 0.8 Total capital spending $ 278.0 $ 130.9 $ 71.8 December 31, 2016 2015 Assets: ($ in millions) Chlor Alkali Products and Vinyls $ 6,521.4 $ 6,690.7 Epoxy 1,514.3 1,591.2 Winchester 424.0 411.9 Corporate/Other 302.9 595.1 Total assets $ 8,762.6 $ 9,288.9 Investments—affiliated companies (at equity): Chlor Alkali Products and Vinyls $ 26.7 $ 25.0 |
Segment geographic data | Years ended December 31, Geographic Data 2016 2015 2014 Sales: ($ in millions) United States $ 3,356.8 $ 2,208.5 $ 2,051.4 Foreign 2,193.8 645.9 189.8 Total sales $ 5,550.6 $ 2,854.4 $ 2,241.2 December 31, 2016 2015 Long-lived assets: ($ in millions) United States $ 3,352.2 $ 3,561.7 Foreign 352.7 391.7 Total long-lived assets $ 3,704.9 $ 3,953.4 |
ENVIRONMENTAL (Tables)
ENVIRONMENTAL (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Environmental Remediation Obligations [Abstract] | |
Rollforward of environmental liabilities | Our liabilities for future environmental expenditures were as follows: December 31, 2016 2015 ($ in millions) Beginning balance $ 138.1 $ 138.3 Charges to income 9.2 15.7 Remedial and investigatory spending (10.3 ) (14.1 ) Currency translation adjustments 0.3 (1.8 ) Ending balance $ 137.3 $ 138.1 |
Environmental Provisions Charged (Credited) to Income Table | Environmental provisions charged (credited) to income, which are included in cost of goods sold, were as follows: Years ended December 31, 2016 2015 2014 ($ in millions) Charges to income $ 9.2 $ 15.7 $ 9.6 Recoveries from third parties of costs incurred and expensed in prior periods — — (1.4 ) Total environmental expense $ 9.2 $ 15.7 $ 8.2 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual commitments under non-cancelable operating leases and purchase contracts | The following table summarizes our contractual commitments under non-cancelable operating leases and purchase contracts as of December 31, 2016 : Operating Leases Purchase Commitments ($ in millions) 2017 $ 78.8 $ 603.1 2018 65.9 514.8 2019 51.9 497.5 2020 38.5 494.4 2021 26.9 493.8 Thereafter 77.6 2,992.2 Total commitments $ 339.6 $ 5,595.8 |
DERIVATIVE FINANCIAL INSTRUME60
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments | We had the following notional amount of outstanding commodity contracts that were entered into to hedge forecasted purchases: December 31, 2016 2015 ($ in millions) Copper $ 35.8 $ 43.6 Zinc 8.0 8.7 Lead 3.4 9.3 Natural gas 54.4 2.0 |
Summary of location and fair value of derivative instruments on condensed balance sheets | The following table summarizes the location and fair value of the derivative instruments on our consolidated balance sheets. The table disaggregates our net derivative assets and liabilities into gross components on a contract-by-contract basis before giving effect to master netting arrangements: Asset Derivatives Liability Derivatives Fair Value Fair Value December 31, December 31, Derivatives Designated as Hedging Instruments Balance Sheet Location 2016 2015 Balance Sheet Location 2016 2015 ($ in millions) ($ in millions) Interest rate contracts Other current assets $ 1.9 $ — Current installments of long-term debt $ 0.1 $ 1.2 Interest rate contracts Other assets 7.7 — Long-term debt — 0.4 Interest rate contracts Other assets — — Other liabilities 28.5 — Commodity contracts – gains Other current assets 13.2 — Accrued liabilities — (0.1 ) Commodity contracts – losses Other current assets (1.7 ) — Accrued liabilities — 11.5 $ 21.1 $ — $ 28.6 $ 13.0 Derivatives Not Designated Interest rate contracts – gains Other current assets $ — $ 1.2 Accrued liabilities $ — $ — Interest rate contracts – losses Other current assets — (0.1 ) Accrued liabilities — — Commodity contracts – losses Other current assets — — Accrued liabilities — 0.2 Foreign exchange contracts – losses Other current assets (0.5 ) — Accrued liabilities 1.7 — Foreign exchange contracts – gains Other current assets 0.6 0.1 Accrued liabilities (0.5 ) — $ 0.1 $ 1.2 $ 1.2 $ 0.2 Total derivatives (1) $ 21.2 $ 1.2 $ 29.8 $ 13.2 (1) Does not include the impact of cash collateral received from or provided to counterparties. |
Summary of effects of derivative instruments on consolidated statements of operations | The following table summarizes the effects of derivative instruments on our consolidated statements of operations: Amount of Gain (Loss) Years Ended December 31, Location of Gain (Loss) 2016 2015 2014 Derivatives – Cash Flow Hedges ($ in millions) Recognized in other comprehensive loss (effective portion): Commodity contracts ——— $ 16.7 $ (13.9 ) $ (10.2 ) Interest rate contracts ——— 9.6 — — $ 26.3 $ (13.9 ) $ (10.2 ) Reclassified from accumulated other comprehensive loss into income (effective portion): Commodity contracts Cost of goods sold $ (5.8 ) $ (9.7 ) $ (1.8 ) Derivatives – Fair Value Hedges Interest rate contracts Interest expense $ 3.7 $ 2.8 $ 2.9 Derivatives Not Designated as Hedging Instruments Commodity contracts Cost of goods sold $ (0.4 ) $ (2.2 ) $ 1.4 Foreign exchange contracts Selling and administration (11.1 ) 0.1 — $ (11.5 ) $ (2.1 ) $ 1.4 The ineffective portion of changes in fair value resulted in zero charged or credited to earnings for the years ended December 31, 2016 , 2015 and 2014 . |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping [Table Text Block] | The following table summarizes the assets and liabilities measured at fair value in the consolidated balance sheets: Balance at December 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets ($ in millions) Interest rate swaps $ — $ 9.6 $ — $ 9.6 Commodity contracts — 11.5 — 11.5 Foreign exchange contracts — 0.1 — 0.1 Liabilities Interest rate swaps — 28.6 — 28.6 Foreign exchange contracts — 1.2 — 1.2 Balance at December 31, 2015 Assets Interest rate swaps $ — $ 1.1 $ — $ 1.1 Foreign exchange contracts — 0.1 — 0.1 Liabilities Interest rate swaps — 1.6 — 1.6 Commodity contracts — 11.6 — 11.6 |
Fair Value Of Debt Table [Table Text Block] | The following table summarizes the fair value measurements of debt and the actual debt recorded on our balance sheets: Fair Value Measurements Level 1 Level 2 Level 3 Total Amount recorded ($ in millions) Balance at December 31, 2016 $ — $ 3,703.7 $ 153.0 $ 3,856.7 $ 3,617.6 Balance at December 31, 2015 — 3,826.9 153.0 3,979.9 3,848.8 |
SUPPLEMENTAL GUARANTOR FINANC62
SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Guarantor Financial Information [Abstract] | |
Supplemental Guarantor Financial Information Balance Sheets | CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2016 (In millions) Parent Guarantor Issuer Subsidiary 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 December 31, 2015 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Assets Current assets: Cash and cash equivalents $ 119.4 — $ 272.6 — $ 392.0 Receivables, net 107.7 — 679.4 (3.7 ) 783.4 Intercompany receivables — 76.1 1,093.1 (1,169.2 ) — Income taxes receivable 27.3 — 5.7 (0.1 ) 32.9 Inventories 166.0 — 519.2 — 685.2 Current deferred income taxes — — 2.7 (2.7 ) — Other current assets 152.1 5.0 4.6 (121.8 ) 39.9 Total current assets 572.5 81.1 2,577.3 (1,297.5 ) 1,933.4 Property, plant and equipment, net 508.7 — 3,444.7 — 3,953.4 Investment in subsidiaries 5,905.0 3,636.3 — (9,541.3 ) — Deferred income taxes 155.6 — 84.9 (144.6 ) 95.9 Other assets 43.5 — 411.1 — 454.6 Long-term receivables—affiliates — 2,562.6 — (2,562.6 ) — Intangible assets, net 0.5 — 677.0 — 677.5 Goodwill — 990.2 1,183.9 — 2,174.1 Total assets $ 7,185.8 $ 7,270.2 $ 8,378.9 $ (13,546.0 ) $ 9,288.9 Liabilities and Shareholders' Equity Current liabilities: Current installments of long-term debt $ 192.8 — $ 12.2 — $ 205.0 Accounts payable 37.3 — 576.6 (5.7 ) 608.2 Intercompany payables 1,169.2 — — (1,169.2 ) — Income taxes payable 1.5 — 6.1 (2.7 ) 4.9 Accrued liabilities 227.8 — 221.3 (121.0 ) 328.1 Total current liabilities 1,628.6 — 816.2 (1,298.6 ) 1,146.2 Long-term debt 1,084.0 2,547.4 12.4 — 3,643.8 Accrued pension liability 484.3 — 164.6 — 648.9 Deferred income taxes — 294.8 945.1 (144.7 ) 1,095.2 Long-term payables—affiliates 1,296.4 286.5 979.7 (2,562.6 ) — Other liabilities 273.7 — 61.1 1.2 336.0 Total liabilities 4,767.0 3,128.7 2,979.1 (4,004.7 ) 6,870.1 Commitments and contingencies Shareholders' equity: Common stock 165.1 — 14.6 (14.6 ) 165.1 Additional paid-in capital 2,236.4 4,146.1 4,789.6 (8,935.7 ) 2,236.4 Accumulated other comprehensive loss (492.5 ) — (31.7 ) 31.7 (492.5 ) Retained earnings 509.8 (4.6 ) 627.3 (622.7 ) 509.8 Total shareholders' equity 2,418.8 4,141.5 5,399.8 (9,541.3 ) 2,418.8 Total liabilities and shareholders' equity $ 7,185.8 $ 7,270.2 $ 8,378.9 $ (13,546.0 ) $ 9,288.9 |
Supplemental Guarantor Financial Information Statement of Operations | 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 1,128.7 — 4,285.9 (490.9 ) 4,923.7 Selling and administration 138.1 — 185.1 — 323.2 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 income 4.1 — 148.5 — 152.6 Earnings of non-consolidated affiliates 1.7 — — — 1.7 Equity income (loss) 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 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 OPERATIONS Year Ended December 31, 2015 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 1,215.4 — $ 2,002.5 $ (363.5 ) $ 2,854.4 Operating expenses: Cost of goods sold 1,057.8 — 1,792.5 (363.5 ) 2,486.8 Selling and administration 110.0 — 76.3 — 186.3 Restructuring charges 0.7 — 2.0 — 2.7 Acquisition-related costs 117.9 — 5.5 — 123.4 Other operating (loss) income (4.0 ) — 49.7 — 45.7 Operating (loss) income (75.0 ) — 175.9 — 100.9 Earnings of non-consolidated affiliates 1.7 — — — 1.7 Equity income (loss) in subsidiaries 90.2 19.7 — (109.9 ) — Interest expense 60.9 37.0 4.5 (5.4 ) 97.0 Interest income 3.1 — 3.4 (5.4 ) 1.1 Income (loss) before taxes (40.9 ) (17.3 ) 174.8 (109.9 ) 6.7 Income tax (benefit) provision (39.5 ) (12.7 ) 60.3 — 8.1 Net (loss) income $ (1.4 ) $ (4.6 ) $ 114.5 $ (109.9 ) $ (1.4 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2014 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Sales $ 1,373.2 — 1,285.5 $ (417.5 ) $ 2,241.2 Operating expenses: — Cost of goods sold 1,148.1 — 1,122.6 (417.5 ) 1,853.2 Selling and administration 90.7 — 75.4 — 166.1 Restructuring charges 4.8 — 10.9 — 15.7 Acquisition-related costs 4.2 — — — 4.2 Other operating income 0.9 — 0.6 — 1.5 Operating income 126.3 — 77.2 — 203.5 Earnings of non-consolidated affiliates 1.7 — — — 1.7 Equity income (loss) in subsidiaries 48.8 — — (48.8 ) — Interest expense 47.0 — 1.3 (4.5 ) 43.8 Interest income 2.5 — 3.3 (4.5 ) 1.3 Income (loss) from continuing operations before taxes 132.3 — 79.2 (48.8 ) 162.7 Income tax provision 27.3 — 30.4 — 57.7 Income (loss) from continuing operations 105.0 — 48.8 (48.8 ) 105.0 Income from discontinued operations, net $ 0.7 — $ — $ — $ 0.7 Net income (loss) $ 105.7 — $ 48.8 $ (48.8 ) $ 105.7 |
Supplemental Guarantor Financial Information Statements Of Comprehensive Income | 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 COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2015 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Net (loss) income $ (1.4 ) (4.6 ) $ 114.5 $ (109.9 ) $ (1.4 ) Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments, net — — (9.8 ) — (9.8 ) Unrealized losses on derivative contracts, net (2.7 ) — — — (2.7 ) Pension and postretirement liability adjustments, net (73.7 ) — (5.1 ) — (78.8 ) Amortization of prior service costs and actuarial losses, net 39.6 — 2.3 — 41.9 Total other comprehensive (loss) income, net of tax (36.8 ) — (12.6 ) — (49.4 ) Comprehensive (loss) income $ (38.2 ) $ (4.6 ) $ 101.9 $ (109.9 ) $ (50.8 ) CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2014 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Net income (loss) 105.7 — 48.8 (48.8 ) 105.7 Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments, net — — (1.8 ) — (1.8 ) Unrealized losses on derivative contracts, net (5.1 ) — — — (5.1 ) Pension and postretirement liability adjustments, net (83.4 ) — (3.2 ) — (86.6 ) Amortization of prior service costs and actuarial losses, net 14.1 — 1.4 — 15.5 Total other comprehensive (loss) income, net of tax (74.4 ) — (3.6 ) — (78.0 ) Comprehensive income (loss) $ 31.3 $ — $ 45.2 $ (48.8 ) $ 27.7 |
Supplemental Guarantor Financial Information Statements Of Cash Flows | 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 contract — — (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 investments in non-consolidated equity affiliate 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 and equity 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 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2015 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ (70.6 ) — $ 287.7 — $ 217.1 Investing Activities Capital expenditures (74.0 ) — (56.9 ) — (130.9 ) Business acquired and related transactions, net of cash acquired (408.1 ) — — — (408.1 ) Proceeds from disposition of property, plant and equipment 1.7 — 24.5 — 26.2 Proceeds from disposition of investments in non-consolidated equity affiliate 8.8 — — — 8.8 Net investing activities (471.6 ) — (32.4 ) — (504.0 ) Financing Activities Long-term debt: Borrowings 1,275.0 — — — 1,275.0 Repayments (149.5 ) — (581.2 ) — (730.7 ) Stock options exercised 2.2 — — — 2.2 Excess tax benefits from stock-based compensation 0.4 — — — 0.4 Dividends paid (79.5 ) — — — (79.5 ) Debt and equity issuance costs (35.2 ) (10.0 ) — — (45.2 ) Intercompany financing activities (591.2 ) 10.0 581.2 — Net financing activities 422.2 — — — 422.2 Effect of exchange rate changes on cash and cash equivalents — — (0.1 ) — (0.1 ) Net (decrease) increase in cash and cash equivalents (120.0 ) — 255.2 — 135.2 Cash and cash equivalents, beginning of year 239.4 — 17.4 — 256.8 Cash and cash equivalents, end of year $ 119.4 — $ 272.6 — $ 392.0 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2014 (In millions) Parent Guarantor Issuer Subsidiary Eliminations Total Net operating activities $ 134.7 — $ 24.5 — $ 159.2 Investing Activities Capital expenditures (51.3 ) — (20.5 ) — (71.8 ) Proceeds from disposition of property, plant and equipment 3.5 — 2.1 — 5.6 Restricted cash activity, net 4.2 — — — 4.2 Other investing activities — — 0.3 — 0.3 Net investing activities (43.6 ) — (18.1 ) — (61.7 ) Financing Activities Long-term debt: Borrowings 150.0 — — — 150.0 Repayments (150.2 ) — (12.2 ) — (162.4 ) Earn out payment - SunBelt — — (14.8 ) — (14.8 ) Common stock repurchased and retired (64.8 ) — — — (64.8 ) Stock options exercised 6.6 — — — 6.6 Excess tax benefits from stock-based compensation 1.1 — — — 1.1 Dividends paid (63.0 ) — — — (63.0 ) Debt and equity issuance costs (1.2 ) — — — (1.2 ) Intercompany financing activities (27.0 ) 27.0 — Net financing activities (148.5 ) — — — (148.5 ) Net (decrease) increase in cash and cash equivalents (57.4 ) — 6.4 — (51.0 ) Cash and cash equivalents, beginning of year 296.8 — 11.0 — 307.8 Cash and cash equivalents, end of year $ 239.4 — $ 17.4 — $ 256.8 |
OTHER FINANCIAL DATA (Tables)
OTHER FINANCIAL DATA (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
Quarterly Data (Unaudited) | 2016 First Second Third Fourth Year Sales $ 1,348.2 $ 1,364.0 $ 1,452.7 $ 1,385.7 $ 5,550.6 Cost of goods sold 1,175.4 1,236.9 1,284.4 1,227.0 4,923.7 Net (loss) income (37.9 ) (1.0 ) 17.5 17.5 (3.9 ) Net (loss) income per common share: Basic (0.23 ) (0.01 ) 0.11 0.11 (0.02 ) Diluted (0.23 ) (0.01 ) 0.11 0.10 (0.02 ) Common dividends per share 0.20 0.20 0.20 0.20 0.80 Market price of common stock (1) High 17.75 24.99 26.46 26.93 26.93 Low 12.29 16.55 18.24 19.62 12.29 2015 First Second Third Fourth Year Sales $ 518.0 $ 535.4 $ 533.6 $ 1,267.4 $ 2,854.4 Cost of goods sold 433.2 445.5 460.0 1,148.1 2,486.8 Net income (loss) 13.1 42.3 5.9 (62.7 ) (1.4 ) Net income (loss) per common share: Basic 0.17 0.55 0.08 (0.39 ) (0.01 ) Diluted 0.17 0.54 0.08 (0.39 ) (0.01 ) Common dividends per share 0.20 0.20 0.20 0.20 0.80 Market price of common stock (1) High 34.34 32.56 27.18 22.13 34.34 Low 22.00 26.77 15.73 16.60 15.73 (1) NYSE composite transactions. |
ACCOUNTING POLICIES (Detail Tex
ACCOUNTING POLICIES (Detail Textuals) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Accounting Policies [Abstract] | |||
Average remaining life expectancy of the inactive participants in the defined benefit pension plan | 19 | ||
Acquisition-related costs | $ 48.8 | $ 123.4 | $ 4.2 |
Gain in Other Operating Income due to Insurance Recoveries at Becancour | 42.3 | ||
Gain in Other Operating Income due to Insurance Recoveries at McIntosh | 3.7 | ||
Short-term Investments | 0 | 0 | |
Asset retirement obligation non-current | 42.8 | 46.2 | |
Asset Retirement Obligation, Revision of Estimate | 7.4 | 3.1 | |
Goodwill, Impairment Loss | 0 | 0 | 0 |
Impairment of Intangible Assets, Finite-lived | $ 0 | $ 0 | $ 0 |
Average remaining life expectancy of the inactive participants in the defined benefit pension plan (in years) | 19 years | 19 years |
ACCOUNTING POLICIES (Details 1)
ACCOUNTING POLICIES (Details 1) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Component of Operating Income [Abstract] | |||
Gains (losses) on disposition of property, plant and equipment | $ (0.7) | $ (0.6) | $ 0.2 |
Gain on insurance recoveries | 11 | 46 | 0 |
Gain on resolution of a contract matter | 0 | 0 | 1 |
Misc Other Operating Income | 0.3 | 0.3 | 0.3 |
Other operating income | $ 10.6 | $ 45.7 | $ 1.5 |
ACCOUNTING POLICIES (Details 2)
ACCOUNTING POLICIES (Details 2) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Asset retirement obligation [Roll Forward] | ||
Beginning balance | $ 53.5 | $ 54.4 |
Accretion | 3.1 | 3.6 |
Spending | (8.8) | (8.2) |
Currency translation adjustments | 0.2 | (1.1) |
Acquisition activity | 0 | 1.7 |
Adjustments | 7.4 | 3.1 |
Ending balance | $ 55.4 | $ 53.5 |
ACCOUNTING POLICIES (Details 3)
ACCOUNTING POLICIES (Details 3) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted vesting period (in years) | 3 years | ||
Short-term Investments | $ 0 | $ 0 | |
Black-Sholes assumptions [Abstract] | |||
Dividend yield (in hundredths) | 6.09% | 2.92% | 3.13% |
Risk-free interest rate (in hundredths) | 1.35% | 1.69% | 2.13% |
Expected volatility (in hundredths) | 32.00% | 34.00% | 42.00% |
Expected life (years) | 6 years | 6 years | 7 years |
Grant fair value (in dollars per share) | $ 1.90 | $ 6.80 | $ 8.34 |
Exercise price (in dollars per share) | $ 13.14 | $ 27.40 | $ 25.69 |
Shares granted (in shares) | 1,670,400 | 776,750 | 624,200 |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted vesting period (in years) | 3 years | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted vesting period (in years) | 1 year |
RECENT ACCOUNTING PRONOUNCEME68
RECENT ACCOUNTING PRONOUNCEMENTS (Details Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Goodwill, Impairment Loss | $ 0 | $ 0 | $ 0 |
Other Asset to Long Term Debt | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 31.4 | ||
Other Asset to Short Term Debt [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 1.5 |
ACQUISITION (Details Textuals)
ACQUISITION (Details Textuals) - USD ($) shares in Millions | Oct. 05, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 05, 2015 | Nov. 03, 2015 | Oct. 01, 2015 | Jun. 23, 2015 | Mar. 26, 2015 | Jun. 24, 2014 | Jun. 23, 2014 |
Business Acquisition [Line Items] | |||||||||||||||||||
Business Combination, Acquisition Related Costs General | $ 48,800,000 | $ 76,300,000 | $ 4,200,000 | ||||||||||||||||
Financing Fees | 30,500,000 | ||||||||||||||||||
Change in Control Mandatory Acceleration of Expenses Under the Non-Qualified Pension Plan | 47,100,000 | ||||||||||||||||||
Sales | $ 1,385,700,000 | $ 1,452,700,000 | $ 1,364,000,000 | $ 1,348,200,000 | $ 1,267,400,000 | $ 533,600,000 | $ 535,400,000 | $ 518,000,000 | 5,550,600,000 | 2,854,400,000 | 2,241,200,000 | ||||||||
Net (loss) income | (34,200,000) | 6,700,000 | 162,700,000 | ||||||||||||||||
Goodwill | $ 2,118,000,000 | 2,174,100,000 | 2,118,000,000 | 2,174,100,000 | 747,100,000 | ||||||||||||||
Cash and Debt Distribution from Spinco | $ 2,095,000,000 | ||||||||||||||||||
Delayed-Draw Term Loan Facility of Spinco | $ 1,050,000,000 | ||||||||||||||||||
Delayed-Draw Term Loan Facility of Spinco, Amount Drawn | 875,000,000 | ||||||||||||||||||
Senior Credit Facility | 1,850,000,000 | $ 415,000,000 | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 500,000,000 | $ 265,000,000 | $ 265,000,000 | ||||||||||||||||
Delayed-Draw Term Loan Facility, Maximum Borrowing Capacity | 1,350,000,000 | ||||||||||||||||||
Delayed-Draw Term Loan Facility, Amount Drawn | 475,000,000 | ||||||||||||||||||
Combined Senior Credit Facility | $ 1,850,000,000 | 1,850,000,000 | |||||||||||||||||
Subfacility of Senior Credit Facility | $ 100,000,000 | ||||||||||||||||||
Annual Required Principal Payment (Percent) in Years 1 and 2 | 5.00% | ||||||||||||||||||
Annual Required Principal Payment (Percent) in Year 3 | 7.50% | ||||||||||||||||||
Annual Required Principal Payment (Percent) in Years 4 and 5 | 10.00% | ||||||||||||||||||
Sumitomo Credit Facility | 600,000,000 | ||||||||||||||||||
Sumitomo Credit Facility Amendment | $ 200,000,000 | ||||||||||||||||||
Sumitomo Credit Facility Amendment Borrowing | $ 200,000,000 | ||||||||||||||||||
Bridge Financing Commitments | $ 3,354,500,000 | ||||||||||||||||||
Bridge Financing Amortized Debt Issuance Costs | $ 30,000,000 | ||||||||||||||||||
Payment for certain liabilities including the final working capital adjustment | 69,500,000 | ||||||||||||||||||
Up-front payments under the ethylene agreements | 433,500,000 | ||||||||||||||||||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Ethylene Asset | $ 416,100,000 | ||||||||||||||||||
2017 Supply Contract Payment | $ 209,400,000 | ||||||||||||||||||
Common stock, authorized (in shares) | 240 | 240 | 120 | 240 | 240 | 240 | |||||||||||||
DCP Business | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Shares | 87.5 | ||||||||||||||||||
Percentage of Outstanding Common Stock Acquired by Third Party | 53.00% | ||||||||||||||||||
Percentage of Outstanding Common Stock Retained by Existing Stockholders | 47.00% | ||||||||||||||||||
Change in Control Mandatory Acceleration of Expenses Under the Non-Qualified Pension Plan | $ 47,100,000 | ||||||||||||||||||
Sales | 5,681,800,000 | 6,948,200,000 | |||||||||||||||||
Net (loss) income | (36,600,000) | 800,000 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 25,400,000 | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 456,400,000 | ||||||||||||||||||
Business Acquisition, Purchase Price Allocation, Current Assets, Receivables | 401,600,000 | ||||||||||||||||||
Business Acquisition Contracted Receivables Acquired | 403,800,000 | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 51,100,000 | ||||||||||||||||||
Goodwill | 1,372,500,000 | ||||||||||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | ||||||||||||||||||
Payment for certain liabilities including the final working capital adjustment | 69,500,000 | ||||||||||||||||||
Up-front payments under the ethylene agreements | 433,500,000 | ||||||||||||||||||
Pro Forma Adjustment For Acquisition Related Costs | 47,000,000 | 4,200,000 | |||||||||||||||||
Pro Forma Adjustment For Fair Value Adjustment Inventory | 24,000,000 | ||||||||||||||||||
Epoxy Segment | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Sales | $ 1,822,000,000 | 429,600,000 | 0 | ||||||||||||||||
Net (loss) income | 15,400,000 | (7,500,000) | 0 | ||||||||||||||||
Goodwill | $ 286,700,000 | $ 296,600,000 | 286,700,000 | 296,600,000 | 0 | ||||||||||||||
Chlor Alkali Products and Vinyls Segment | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Sales | 2,999,300,000 | 1,713,400,000 | 1,502,800,000 | ||||||||||||||||
Net (loss) income | 224,900,000 | 115,500,000 | 130,100,000 | ||||||||||||||||
Revenue, Net from DCP Business | 1,715,700,000 | 373,000,000 | |||||||||||||||||
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest from DCP Business | 164,500,000 | 37,200,000 | |||||||||||||||||
Goodwill | $ 1,831,300,000 | $ 1,877,500,000 | $ 1,831,300,000 | $ 1,877,500,000 | $ 747,100,000 | ||||||||||||||
2023 Notes | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
2023 Senior Notes | $ 720,000,000 | ||||||||||||||||||
Interest rate | 9.75% | 9.75% | 9.75% | 9.75% | 9.75% | ||||||||||||||
2025 Notes | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
2025 Senior Notes | $ 500,000,000 | ||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||
Minimum | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Q4 2020 Supply Contract Payment | $ 425,000,000 | ||||||||||||||||||
Maximum | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Q4 2020 Supply Contract Payment | $ 465,000,000 |
ACQUISITION (Details 1)
ACQUISITION (Details 1) $ / shares in Units, shares in Millions, $ in Millions | Oct. 05, 2015USD ($)$ / sharesshares |
Schedule of Aggregate Purchase Consideration [Line Items] | |
Payment for certain liabilities including the final working capital adjustment | $ 69.5 |
Up-front payments under the ethylene agreements | 433.5 |
Long-term debt assumed | $ 569 |
DCP Business | |
Schedule of Aggregate Purchase Consideration [Line Items] | |
Shares | shares | 87.5 |
Value of common stock on October 2, 2015 | $ / shares | $ 17.46 |
Equity consideration by exchange of shares | $ 1,527.4 |
Cash and debt instruments received by TDCC | 2,095 |
Payment for certain liabilities including the final working capital adjustment | 69.5 |
Up-front payments under the ethylene agreements | 433.5 |
Total cash, debt and equity consideration | 4,125.4 |
Long-term debt assumed | 569 |
Pension liabilities assumed | 442.3 |
Aggregate purchase price | $ 5,136.7 |
ACQUISITION (Details 2)
ACQUISITION (Details 2) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 05, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,118 | $ 2,174.1 | $ 747.1 | |
DCP Business | ||||
Business Acquisition [Line Items] | ||||
Total current assets | $ 883.7 | |||
Property, plant and equipment | 3,079.1 | |||
Deferred tax assets | 85 | |||
Intangible assets | 612.6 | |||
Other assets | 438.9 | |||
Total assets acquired | 5,099.3 | |||
Total current liabilities | 359.9 | |||
Long-term debt | 517.9 | |||
Accrued pension liability | 442.3 | |||
Deferred tax liabilities | 1,017.7 | |||
Other liabilities | 8.6 | |||
Total liabilities assumed | 2,346.4 | |||
Net identifiable assets acquired | 2,752.9 | |||
Goodwill | 1,372.5 | |||
Fair value of net assets acquired | 4,125.4 | |||
Initial Valuation [Member] | DCP Business | ||||
Business Acquisition [Line Items] | ||||
Total current assets | 921.7 | |||
Property, plant and equipment | 3,090.8 | |||
Deferred tax assets | 76.8 | |||
Intangible assets | 582.3 | |||
Other assets | 426.5 | |||
Total assets acquired | 5,098.1 | |||
Total current liabilities | 357.6 | |||
Long-term debt | 517.9 | |||
Accrued pension liability | 447.1 | |||
Deferred tax liabilities | 1,054.9 | |||
Other liabilities | 2 | |||
Total liabilities assumed | 2,379.5 | |||
Net identifiable assets acquired | 2,718.6 | |||
Goodwill | 1,427.5 | |||
Fair value of net assets acquired | 4,146.1 | |||
Measurement Period Adjustments [Member] | DCP Business | ||||
Business Acquisition [Line Items] | ||||
Total current assets | (38) | |||
Property, plant and equipment | (11.7) | |||
Deferred tax assets | 8.2 | |||
Intangible assets | 30.3 | |||
Other assets | 12.4 | |||
Total assets acquired | 1.2 | |||
Total current liabilities | 2.3 | |||
Long-term debt | 0 | |||
Accrued pension liability | (4.8) | |||
Deferred tax liabilities | (37.2) | |||
Other liabilities | 6.6 | |||
Total liabilities assumed | (33.1) | |||
Net identifiable assets acquired | 34.3 | |||
Goodwill | (55) | |||
Fair value of net assets acquired | $ (20.7) |
ACQUISITION (Details 3)
ACQUISITION (Details 3) - DCP Business - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Oct. 05, 2015 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | $ 612.6 | |
Customers, customer contracts and relationships | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 520.5 | |
Acquired Technology | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 85.1 | |
Trade Names | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 7 |
ACQUISITION (Details 4)
ACQUISITION (Details 4) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||||||||
Sales | $ 1,385.7 | $ 1,452.7 | $ 1,364 | $ 1,348.2 | $ 1,267.4 | $ 533.6 | $ 535.4 | $ 518 | $ 5,550.6 | $ 2,854.4 | $ 2,241.2 |
Net (loss) income | $ (34.2) | 6.7 | 162.7 | ||||||||
DCP Business | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Sales | 5,681.8 | 6,948.2 | |||||||||
Net (loss) income | $ (36.6) | $ 0.8 | |||||||||
Pro Forma Earnings Per Share, Basic | $ (0.22) | $ 0 | |||||||||
Pro Forma Earnings Per Share, Diluted | $ (0.22) | $ 0 |
RESTRUCTURING CHARGES (Detail T
RESTRUCTURING CHARGES (Detail Textuals) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | 25 Months Ended | 74 Months Ended | |||||||
Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Mar. 21, 2016T | Dec. 12, 2014T | Dec. 31, 2013USD ($) | Dec. 31, 2011USD ($) | Dec. 09, 2010T | |
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring charges | $ 112.9 | $ 2.7 | $ 15.7 | $ 190.2 | ||||||||
Restructuring and Related Cost, Incurred Cost | 67.6 | |||||||||||
Restructuring Reserve, Settled without Cash | 109.1 | |||||||||||
Accrued Restructuring Costs | $ 15.7 | $ 12.7 | 12.7 | 6.7 | 15.7 | $ 12.7 | 12.7 | $ 10.2 | ||||
Chlor Alkali Products and Vinyls Capacity Reductions | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Total Product Segment Production Capacity Decrease | T | 433,000 | |||||||||||
Henderson Product Segment Production Capacity Decrease | T | 153,000 | |||||||||||
Niagara Product Segment Production Capacity | T | 300,000 | |||||||||||
Reduced Niagara Segment Production Capacity | T | 240,000 | |||||||||||
Freeport Product Segment Production Capacity Decrease | T | 220,000 | |||||||||||
Restructuring charges | 111.3 | 111.3 | ||||||||||
Additional restructuring and related expected cost | 33 | 33 | 33 | 33 | ||||||||
Chlor Alkali Products Becancour | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring charges | $ 10 | 0.8 | 2 | 12.8 | ||||||||
Additional restructuring and related expected cost | 7 | 7 | 7 | 7 | ||||||||
Tonnage reduction in chlor alkali manufacturing capacity (in tons) | T | 185,000 | |||||||||||
Chlor Alkali Products Mercury | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring charges | 3.8 | 40.6 | ||||||||||
Previous mercury cell capacity tonnage at Charleston, TN facility (in tons) | T | 260,000 | |||||||||||
Membrane capacity tonnage capacity at Charleston, TN facility (in tons) | T | 200,000 | |||||||||||
Winchester Segment | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring charges | 0.8 | $ 0.7 | $ 1.9 | 25.5 | ||||||||
Estimated Project Cost For Plant Relocation | 110 | 110 | 110 | 110 | ||||||||
Estimated Capital Spending For Facility Relocation | $ 80 | $ 80 | $ 80 | $ 80 | ||||||||
Government Grants for Facility Relocation Capital Spending | $ 31 |
RESTRUCTURING CHARGES (Details
RESTRUCTURING CHARGES (Details 1) - USD ($) $ in Millions | 12 Months Ended | 74 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2013 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | $ 12.7 | $ 6.7 | $ 15.7 | $ 12.7 | $ 10.2 |
Restructuring charges | 112.9 | 2.7 | 15.7 | 190.2 | |
Amounts utilized | (106.9) | (10.9) | (10.2) | ||
Restructuring Reserve, Translation Adjustment | 0.8 | ||||
Employee severance and job related benefits | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | 3.4 | 4.6 | 11.2 | 3.4 | 10.2 |
Restructuring charges | 5.1 | 0 | 4.5 | 26.5 | |
Amounts utilized | (6.3) | (6) | (3.5) | ||
Restructuring Reserve, Translation Adjustment | 0.6 | ||||
Pension and other postretirement benefits curtailment | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 4.1 | ||||
Lease and other contract termination costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | 7.5 | 2.1 | 4.5 | 7.5 | 0 |
Restructuring charges | 13.6 | 0.7 | 4.5 | 19.5 | |
Amounts utilized | (8.2) | (2.9) | 0 | ||
Restructuring Reserve, Translation Adjustment | 0.2 | ||||
Employee relocation costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | 0 | 0 | 0 | 0 | 0 |
Restructuring charges | 2.1 | 0.6 | 0.5 | 8.3 | |
Amounts utilized | (2.1) | (0.6) | (0.5) | ||
Restructuring Reserve, Translation Adjustment | 0 | ||||
Facility exit costs (asset retirement obligations) | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | 1.8 | 0 | 0 | 1.8 | 0 |
Restructuring charges | 15.5 | 0.9 | 2.9 | 33.9 | |
Amounts utilized | (13.7) | (0.9) | (2.9) | ||
Restructuring Reserve, Translation Adjustment | 0 | ||||
Write-off of equipment and facility | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | 0 | 0 | 0 | 0 | $ 0 |
Restructuring charges | 76.6 | 0.5 | 3.3 | $ 97.9 | |
Amounts utilized | $ (76.6) | (0.5) | $ (3.3) | ||
Restructuring Reserve, Translation Adjustment | $ 0 |
RESTRUCTURING CHARGES (Detail76
RESTRUCTURING CHARGES (Details 2) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | 25 Months Ended | 74 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 112.9 | $ 2.7 | $ 15.7 | $ 190.2 | |||
Write-off of equipment and facility | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 76.6 | 0.5 | 3.3 | 97.9 | |||
Employee severance and job related benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 5.1 | 0 | 4.5 | 26.5 | |||
Facility exit costs (asset retirement obligations) | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 15.5 | 0.9 | 2.9 | 33.9 | |||
Pension and other postretirement benefits curtailment | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 4.1 | ||||||
Employee relocation costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 2.1 | 0.6 | 0.5 | 8.3 | |||
Lease and other contract termination costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 13.6 | 0.7 | 4.5 | 19.5 | |||
Chlor Alkali Products Becancour | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 10 | 0.8 | 2 | $ 12.8 | |||
Chlor Alkali Products Becancour | Write-off of equipment and facility | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 3.5 | ||||||
Chlor Alkali Products Becancour | Employee severance and job related benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 2.7 | ||||||
Chlor Alkali Products Becancour | Facility exit costs (asset retirement obligations) | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 1.3 | ||||||
Chlor Alkali Products Becancour | Pension and other postretirement benefits curtailment | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 0 | ||||||
Chlor Alkali Products Becancour | Employee relocation costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 0 | ||||||
Chlor Alkali Products Becancour | Lease and other contract termination costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 5.3 | ||||||
Chlor Alkali Products and Vinyls Capacity Reductions | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 111.3 | 111.3 | |||||
Chlor Alkali Products and Vinyls Capacity Reductions | Write-off of equipment and facility | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 76.6 | ||||||
Chlor Alkali Products and Vinyls Capacity Reductions | Employee severance and job related benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 5.1 | ||||||
Chlor Alkali Products and Vinyls Capacity Reductions | Facility exit costs (asset retirement obligations) | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 14.7 | ||||||
Chlor Alkali Products and Vinyls Capacity Reductions | Pension and other postretirement benefits curtailment | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 0 | ||||||
Chlor Alkali Products and Vinyls Capacity Reductions | Employee relocation costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 1.4 | ||||||
Chlor Alkali Products and Vinyls Capacity Reductions | Lease and other contract termination costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 13.5 | ||||||
Chlor Alkali Products Mercury | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 3.8 | 40.6 | |||||
Chlor Alkali Products Mercury | Write-off of equipment and facility | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 17.8 | ||||||
Chlor Alkali Products Mercury | Employee severance and job related benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 5.6 | ||||||
Chlor Alkali Products Mercury | Facility exit costs (asset retirement obligations) | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 15.6 | ||||||
Chlor Alkali Products Mercury | Pension and other postretirement benefits curtailment | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 0 | ||||||
Chlor Alkali Products Mercury | Employee relocation costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 0.9 | ||||||
Chlor Alkali Products Mercury | Lease and other contract termination costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 0.7 | ||||||
Winchester Segment | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 0.8 | $ 0.7 | $ 1.9 | 25.5 | |||
Winchester Segment | Write-off of equipment and facility | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 0 | ||||||
Winchester Segment | Employee severance and job related benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 13.1 | ||||||
Winchester Segment | Facility exit costs (asset retirement obligations) | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 2.3 | ||||||
Winchester Segment | Pension and other postretirement benefits curtailment | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 4.1 | ||||||
Winchester Segment | Employee relocation costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 6 | ||||||
Winchester Segment | Lease and other contract termination costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 0 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Discontinued Operations [Abstract] | |||
Payment of Indemnity Obligations | $ 5.5 | ||
Income from Discontinued Operation, before Income Tax | $ 0 | $ 0 | 4.6 |
Expense recorded due to changes in tax contingencies from discontinued operations | $ 2.2 |
DISCONTINUED OPERATIONS (Deta78
DISCONTINUED OPERATIONS (Details 1) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Discontinued Operations [Abstract] | |||
Income from Discontinued Operation, before Income Tax | $ 0 | $ 0 | $ 4.6 |
Discontinued Operation, Tax Effect of Discontinued Operation | 0 | 0 | 3.9 |
Income from discontinued operations, net | $ 0 | $ 0 | $ 0.7 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Income (loss) from continuing operations | $ (3.9) | $ (1.4) | $ 105 | ||||||||
Income from discontinued operations, net | 0 | 0 | 0.7 | ||||||||
Net (loss) income | $ 17.5 | $ 17.5 | $ (1) | $ (37.9) | $ (62.7) | $ 5.9 | $ 42.3 | $ 13.1 | $ (3.9) | $ (1.4) | $ 105.7 |
Basic shares (in shares) | 165.2 | 103.4 | 78.6 | ||||||||
Earnings per Share, Basic [Abstract] | |||||||||||
Income (loss) from continuing operations | $ (0.02) | $ (0.01) | $ 1.33 | ||||||||
Income from discontinued operations, net | 0 | 0 | 0.01 | ||||||||
Basic net (loss) income per share (in dollars per share) | $ 0.11 | $ 0.11 | $ (0.01) | $ (0.23) | $ (0.39) | $ 0.08 | $ 0.55 | $ 0.17 | $ (0.02) | $ (0.01) | $ 1.34 |
Earnings per Share, Diluted [Abstract] | |||||||||||
Basic shares (in shares) | 165.2 | 103.4 | 78.6 | ||||||||
Stock-based compensation (in shares) | 0 | 0 | 1.1 | ||||||||
Diluted shares (in shares) | 165.2 | 103.4 | 79.7 | ||||||||
Income (loss) from continuing operations | $ (0.02) | $ (0.01) | $ 1.32 | ||||||||
Income from discontinued operations, net | 0 | 0 | 0.01 | ||||||||
Diluted net (loss) income per share (in dollars per share) | $ 0.10 | $ 0.11 | $ (0.01) | $ (0.23) | $ (0.39) | $ 0.08 | $ 0.54 | $ 0.17 | $ (0.02) | $ (0.01) | $ 1.33 |
Antidilutive shares excluded from the computation of earnings per share (in shares) | 6.5 | 5.2 | 0.6 |
ACCOUNTS RECEIVABLE (Details Te
ACCOUNTS RECEIVABLE (Details Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Oct. 05, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Secured Borrowing Maximum Capacity | $ 250 | ||
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount | 282.3 | ||
Transfers Accounted for as Secured Borrowings, Associated Liabilities, Carrying Amount | 210 | $ 0 | |
Transfer of Financial Assets, Facility Maximum | 242 | ||
Proceeds from Sale and Collection of Receivables | 533.6 | ||
Continuing Involvement with Derecognized Transferred Financial Assets, Amount Outstanding | 126.1 | ||
Other Receivables | $ 95.6 | $ 94.8 | |
DCP Business | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Business Acquisition, Purchase Price Allocation, Current Assets, Receivables | $ 401.6 |
ALLOWANCE FOR DOUBTFUL ACCOUN81
ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLES (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Balance at beginning of period | $ 6.4 | $ 3 |
Provisions charged | 4.5 | 5.2 |
Write-offs, net of recoveries | (0.8) | (1.8) |
Balance at end of period | $ 10.1 | $ 6.4 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |||
Supplies | $ 58.1 | $ 86.5 | |
Raw materials | 72.6 | 91.5 | |
Work in process | 110.7 | 105.8 | |
Finished goods | 435.1 | 445.3 | |
Inventory, Gross | 676.5 | 729.1 | |
LIFO reserves | (46.1) | (43.9) | |
Inventories | $ 630.4 | $ 685.2 | |
Percentage of inventory using the last-in, first-out (LIFO) method of inventory accounting (in hundredths) | 54.00% | 49.00% | |
Effect of LIFO Inventory Liquidation on Income | $ 1.5 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Other Assets [Abstract] | ||
Investments in non-consolidated affiliates | $ 26.7 | $ 25 |
Deferred debt issuance costs | 2.6 | 3.3 |
Tax-Related Receivable, Noncurrent | 17.5 | 1.5 |
Interest rate swaps | 7.7 | 0 |
Supply Contracts | 566.7 | 406.5 |
Other | 23.2 | 18.3 |
Other assets | $ 644.4 | $ 454.6 |
OTHER ASSETS (Details Textuals)
OTHER ASSETS (Details Textuals) - USD ($) $ in Millions | Oct. 05, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Up-front payments under the ethylene agreements | $ 433.5 | |||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Ethylene Asset | 416.1 | |||
2017 Supply Contract Payment | $ 209.4 | |||
Payments under long-term supply contract | 175.7 | $ 0 | $ 0 | |
Amortization of Supply Contracts | 21.5 | 4.3 | ||
Supply Contract Amortization Expense Next Twelve Months | 25 | |||
Supply Contract Amortization Expense, Year 2 | 25 | |||
Supply Contract Amortization Expense, Year 3 | 25 | |||
Supply Contract Amortization Expense, Year 4 | 25 | |||
Supply Contract Amortization Expense, Year 5 | $ 25 | |||
Minimum | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Q4 2020 Supply Contract Payment | 425 | |||
Maximum | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Q4 2020 Supply Contract Payment | $ 465 | |||
DCP Business | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Up-front payments under the ethylene agreements | $ 433.5 |
PROPERTY, PLANT AND EQUIPMENT85
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 5,596.5 | $ 5,452.8 |
Accumulated depreciation | (1,891.6) | (1,499.4) |
Property, plant and equipment, net | 3,704.9 | 3,953.4 |
Land and improvements to land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 281.2 | 280.4 |
Land and improvements to land | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 10 years | |
Land and improvements to land | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 20 years | |
Building and building equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 375 | 380.4 |
Building and building equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 10 years | |
Building and building equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 30 years | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 4,765.9 | 4,665.8 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 3 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 15 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 3.4 | 2.7 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 171 | $ 123.5 |
PROPERTY, PLANT AND EQUIPMENT86
PROPERTY, PLANT AND EQUIPMENT (Details Textuals) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Oct. 05, 2015USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Weighted Average Useful Life of Machinery and Equipment | 12 | |||
Depreciation expense | $ 435.7 | $ 198.1 | $ 124.5 | |
Interest capitalized | 1.9 | 1.1 | 0.2 | |
Maintenance and repairs | 236.4 | 158.5 | 125 | |
Decrease in Capital Expenditures Incurred but Not Yet Paid | (29.9) | (7.4) | (0.5) | |
Proceeds from sale/leaseback of equipment | $ 40.4 | $ 0 | ||
Capital Leased Assets, Gross | $ 1.4 | |||
DCP Business | ||||
Property, Plant and Equipment [Line Items] | ||||
Business Combination, Property, Plant, and Equipment Acquired | $ 3,079.1 |
GOODWILL AND INTANGIBLES (Detai
GOODWILL AND INTANGIBLES (Details 1) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | |||
Goodwill | $ 2,118 | $ 2,174.1 | $ 747.1 |
Acquisition activity | 1,427.5 | ||
Goodwill, Purchase Accounting Adjustments | (55) | ||
Foreign currency translation adjustment | (1.1) | (0.5) | |
Chlor Alkali Products and Vinyls Segment | |||
Goodwill [Line Items] | |||
Goodwill | 1,831.3 | 1,877.5 | 747.1 |
Acquisition activity | 1,130.8 | ||
Goodwill, Purchase Accounting Adjustments | (45.3) | ||
Foreign currency translation adjustment | (0.9) | (0.4) | |
Epoxy Segment | |||
Goodwill [Line Items] | |||
Goodwill | 286.7 | 296.6 | $ 0 |
Acquisition activity | 296.7 | ||
Goodwill, Purchase Accounting Adjustments | (9.7) | ||
Foreign currency translation adjustment | $ (0.2) | $ (0.1) |
INVESTMENTS-AFFILIATED COMPAN88
INVESTMENTS-AFFILIATED COMPANIES (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2011 | |
Schedule of Equity Method Investments [Line Items] | |||||
Financing portion of earn out payment - SunBelt | $ 0 | $ 0 | $ (14.8) | ||
Investments in non-consolidated affiliates | 26.7 | 25 | |||
Earnings of non-consolidated affiliates | 1.7 | 1.7 | 1.7 | ||
Distributions from our non-consolidated affiliates | 0 | 0 | 0 | ||
Bleach Joint Venture | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Gain (Loss) on Sale of Equity Investments | $ 6.5 | ||||
Proceeds from the sale of an equity method investment | $ 8.8 | 8.8 | |||
SunBelt | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | ||||
Total earn out payment - SunBelt | 26.7 | ||||
Financing portion of earn out payment - SunBelt | (14.8) | ||||
Bay Gas | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Limited partner interest (in hundredths) | 9.10% | ||||
General partner interest (in hundredths) | 90.90% | ||||
Investments in non-consolidated affiliates | $ 26.7 | 25 | |||
Earnings of non-consolidated affiliates | $ 1.7 | $ 1.7 | $ 1.7 |
GOODWILL AND INTANGIBLES (Det89
GOODWILL AND INTANGIBLES (Details 2) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | |
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 745.9 | $ 772.1 |
Finite-Lived Intangible Assets, Accumulated Amortization | (68.4) | (142.5) |
Finite-Lived Intangible Assets, Net | 677.5 | 629.6 |
Customers, customer contracts and relationships | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 641 | 667.8 |
Finite-Lived Intangible Assets, Accumulated Amortization | (64) | (112.9) |
Finite-Lived Intangible Assets, Net | 577 | 554.9 |
Trade Names | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 17.9 | 17.8 |
Finite-Lived Intangible Assets, Accumulated Amortization | 0 | (12.7) |
Finite-Lived Intangible Assets, Net | 17.9 | 5.1 |
Acquired Technology | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 84.7 | 84.2 |
Finite-Lived Intangible Assets, Accumulated Amortization | (2.7) | (15) |
Finite-Lived Intangible Assets, Net | 82 | 69.2 |
Other Intangible Assets | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2.3 | 2.3 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1.7) | (1.9) |
Finite-Lived Intangible Assets, Net | $ 0.6 | $ 0.4 |
Minimum | Customers, customer contracts and relationships | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Minimum | Trade Names | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Minimum | Acquired Technology | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 7 years | |
Minimum | Other Intangible Assets | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 4 years | |
Maximum | Customers, customer contracts and relationships | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Maximum | Trade Names | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Maximum | Acquired Technology | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 7 years | |
Maximum | Other Intangible Assets | ||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years |
GOODWILL AND INTANGIBLES (Det90
GOODWILL AND INTANGIBLES (Detail Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Oct. 05, 2015 | |
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Amortization | $ 73.8 | $ 25.8 | |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 62.8 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 62.8 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | $ 62.8 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 62.3 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $ 61.4 | ||
DCP Business | |||
Schedule Of Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Intangible assets | $ 612.6 |
DEBT (Detail Textuals)
DEBT (Detail Textuals) - USD ($) $ in Millions | 12 Months Ended | ||||||||||||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 31, 2016 | Jun. 30, 2016 | Nov. 05, 2015 | Nov. 03, 2015 | Oct. 05, 2015 | Jun. 23, 2015 | Mar. 26, 2015 | Aug. 31, 2014 | Jun. 24, 2014 | Jun. 23, 2014 | Jun. 30, 2012 | Dec. 22, 1997 | |
Debt Instrument [Line Items] | |||||||||||||||
Secured Borrowing Maximum Capacity | $ 250 | ||||||||||||||
Transfers Accounted for as Secured Borrowings, Assets, Carrying Amount | 282.3 | ||||||||||||||
Transfers Accounted for as Secured Borrowings, Associated Liabilities, Amount Borrowed | 230 | ||||||||||||||
Transfers Accounted for as Secured Borrowings, Associated Liabilities, Amount Paid | 20 | ||||||||||||||
Transfers Accounted for as Secured Borrowings, Associated Liabilities, Carrying Amount | 210 | $ 0 | |||||||||||||
Delayed-Draw Term Loan Facility of Spinco | $ 1,050 | ||||||||||||||
Delayed-Draw Term Loan Facility of Spinco, Amount Drawn | $ 875 | ||||||||||||||
Senior Credit Facility | 1,850 | $ 415 | |||||||||||||
Maximum amount of senior revolving credit facility | 500 | 265 | $ 265 | ||||||||||||
Delayed-Draw Term Loan Facility, Maximum Borrowing Capacity | 1,350 | ||||||||||||||
Delayed-Draw Term Loan Facility, Amount Drawn | 475 | ||||||||||||||
Subfacility of Senior Credit Facility | $ 100 | ||||||||||||||
Available credit under senior revolving credit facility | 483.4 | ||||||||||||||
Amount of letters of credit issued under subfacility | 16.6 | ||||||||||||||
Annual Required Principal Payment (Percent) in Years 1 and 2 | 5.00% | ||||||||||||||
Annual Required Principal Payment (Percent) in Year 3 | 7.50% | ||||||||||||||
Annual Required Principal Payment (Percent) in Years 4 and 5 | 10.00% | ||||||||||||||
Sumitomo Credit Facility | 600 | ||||||||||||||
Sumitomo Credit Facility Amendment | $ 200 | ||||||||||||||
Sumitomo Credit Facility Amendment Borrowing | $ 200 | ||||||||||||||
Long-term debt assumed | 569 | ||||||||||||||
Combined Senior Credit Facility | 1,850 | ||||||||||||||
Business Acquisition Debt Issuance Costs | 1 | 13.3 | |||||||||||||
Bridge Financing Commitments | $ 3,354.5 | ||||||||||||||
Bridge Financing Amortized Debt Issuance Costs | 30 | ||||||||||||||
Notes payable | 3,674.5 | 3,879.9 | |||||||||||||
Call premium and write-off of unamortized deferred debt issuance costs and unamortized discount | $ 9.5 | ||||||||||||||
Call premium | 6.7 | ||||||||||||||
Write-off of unamortized deferred debt issuance costs | 0.5 | 2.1 | |||||||||||||
Write-off of unamortized discount | 0.7 | ||||||||||||||
Delayed-Draw Term Loan Facility | $ 150 | ||||||||||||||
Capital Leased Assets, Gross | 1.4 | ||||||||||||||
Total letters of credit outstanding | 73.3 | ||||||||||||||
Expected maturities of long-term debt [Abstract] | |||||||||||||||
2,017 | 80.3 | ||||||||||||||
2,018 | 691.9 | ||||||||||||||
2,019 | 345.7 | ||||||||||||||
2,020 | 980.3 | ||||||||||||||
2,021 | 0.2 | ||||||||||||||
Thereafter | 1,576.1 | ||||||||||||||
Derivative Liability, Fair Value, Gross Liability | 29.8 | 13.2 | |||||||||||||
Deferred Gain (Loss) on Discontinuation of Interest Rate Fair Value Hedge | 0.1 | $ (2.2) | |||||||||||||
Reduction in interest expense due to interest rate swaps | 3.7 | 2.8 | 2.9 | ||||||||||||
Sumitomo Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Repayments of Debt | 210 | ||||||||||||||
Notes payable | $ 590 | $ 800 | |||||||||||||
Interest rate | 2.27% | 1.77% | |||||||||||||
2023 Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
2023 Senior Notes | $ 720 | ||||||||||||||
Notes payable | $ 720 | $ 720 | |||||||||||||
Interest rate | 9.75% | 9.75% | 9.75% | ||||||||||||
2025 Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
2025 Senior Notes | $ 500 | ||||||||||||||
Notes payable | $ 500 | $ 500 | |||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | ||||||||||||
Senior Term Loan Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Repayments of Debt | $ 67.5 | ||||||||||||||
Notes payable | $ 1,282.5 | $ 1,350 | |||||||||||||
Interest rate | 2.77% | 2.17% | |||||||||||||
Notes payable due 2016 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Repayments of Debt | $ 125 | ||||||||||||||
Notes payable | $ 0 | $ 125 | |||||||||||||
Interest rate | 6.75% | 6.75% | |||||||||||||
Notes payable due 2019 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Notes payable | $ 150 | ||||||||||||||
Senior Term Loan Facility due 2019 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Repayments of Senior Debt | $ 2.8 | 0.9 | |||||||||||||
Refinancing of Senior Debt | 146.3 | ||||||||||||||
SunBelt Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Repayments of Debt | $ 12.2 | 12.2 | $ 12.2 | ||||||||||||
Notes payable | $ 12.2 | $ 24.4 | |||||||||||||
Interest rate | 7.23% | 7.23% | |||||||||||||
Interest Rate Swaps Designated As Fair Value Hedges | |||||||||||||||
Expected maturities of long-term debt [Abstract] | |||||||||||||||
Swap Amount | $ 500 | $ 0 | $ 250 | $ 250 | |||||||||||
Derivative Liability, Fair Value, Gross Liability | 28.5 | ||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | 2.6 | ||||||||||||||
SunBelt Notes | |||||||||||||||
Expected maturities of long-term debt [Abstract] | |||||||||||||||
Swap Amount | 73.1 | ||||||||||||||
Deferred (Gain) Loss on Discontinuation of Fair Value Hedge | $ 2.2 | ||||||||||||||
Guaranteed Senior Secured Notes due 2017, Series O | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Face amount of senior secured notes | $ 97.5 | ||||||||||||||
Required annual debt repayment for Series O and Series G notes | 6.1 | ||||||||||||||
Guaranteed Senior Secured Notes due 2017, Series G | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Face amount of senior secured notes | $ 97.5 | ||||||||||||||
Required annual debt repayment for Series O and Series G notes | 6.1 | ||||||||||||||
SunBelt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 7.23% | ||||||||||||||
Required annual debt repayment for Series O and Series G notes | $ 12.2 | ||||||||||||||
Interest Rate Contract Gains | |||||||||||||||
Expected maturities of long-term debt [Abstract] | |||||||||||||||
Derivative Asset, Fair Value, Gross Asset | $ 9.6 |
DEBT (Details 1)
DEBT (Details 1) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 05, 2015 |
Debt Instrument [Line Items] | |||
Notes payable | $ 3,674.5 | $ 3,879.9 | |
Transfers Accounted for as Secured Borrowings, Associated Liabilities, Carrying Amount | 210 | 0 | |
Capital Lease Obligations | 3.9 | 4.6 | |
Deferred Debt Issuance Costs and Unamortized Fair Value Premium | (28.5) | (32.7) | |
Interest Rates Swaps Classified in Debt | (28.4) | 1.6 | |
Debt, Long-term and Short-term, Combined Amount | 3,617.6 | 3,848.8 | |
Current installments of long-term debt | 80.5 | 205 | |
Total long-term debt | 3,537.1 | 3,643.8 | |
Senior Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 1,282.5 | $ 1,350 | |
Interest rate | 2.77% | 2.17% | |
Sumitomo Credit Facility | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 590 | $ 800 | |
Interest rate | 2.27% | 1.77% | |
Variable-Rate Recovery Zone Bonds | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 103 | $ 103 | |
Interest rate | 2.47% | 1.40% | |
Variable -Rate Go Zone Bonds | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 50 | $ 50 | |
Interest rate | 2.47% | 1.40% | |
Industrial Development and Environmental Improvement Obligations | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 2.9 | $ 2.9 | |
Interest rate | 0.25% | 0.27% | |
2023 Notes | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 720 | $ 720 | |
Interest rate | 9.75% | 9.75% | 9.75% |
2025 Notes | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 500 | $ 500 | |
Interest rate | 10.00% | 10.00% | 10.00% |
2022 Notes | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 200 | $ 200 | |
Interest rate | 5.50% | 5.50% | |
Notes payable due 2016 | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 0 | $ 125 | |
Interest rate | 6.75% | 6.75% | |
SunBelt Notes | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 12.2 | $ 24.4 | |
Interest rate | 7.23% | 7.23% |
PENSION PLANS (Details Textuals
PENSION PLANS (Details Textuals) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Oct. 05, 2015USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | ||||
After-tax charge to shareholders' equity | $ 40.7 | $ 78.8 | ||
Pretax amount of after-tax (benefit) charge recorded in shareholders' equity | $ (66.1) | $ (125.4) | $ (138.9) | |
Basis point increase (decrease) in the plans' discount rate reflected in charge to shareholders' equity | (30) | 50 | ||
Actuarial (gain) loss | $ 109.1 | $ (44) | ||
Defined Benefit Plan, Curtailments | 0 | (12.7) | ||
Defined Benefit Plan, Benefit Obligation | 2,717.2 | 2,685.9 | 2,182.8 | |
Projected benefit payments [Abstract] | ||||
Curtailments | 0 | 47.2 | 0.2 | |
Change in Control Mandatory Acceleration of Expenses Under the Non-Qualified Pension Plan | 47.1 | |||
Defined Benefit Plan Recognized Net Gain Loss Due To Settlement and Curtailments Becancour | (0.1) | |||
Defined Benefit Plan, Amortization of Net Losses | 27 | |||
Par outstanding value of bonds used to determine the discount rate yield curve | $ 250 | |||
Historic rate of return on plan assets in the last 5 year period (in hundredths) | 7.00% | |||
Historic rate of return on plan assets in the last 10 year period (in hundredths) | 9.10% | |||
Historic rate of return on plan assets in the last 15 year period (in hundredths) | 9.00% | |||
Assets transferred to defined benefit pension plan as settlement of the acquisition plan receivable | $ 184.3 | |||
United States Pension Plan of US Entity | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Actuarial (gain) loss | 88.7 | (45.8) | ||
Defined Benefit Plan, Curtailments | 0 | (12.6) | ||
Defined Benefit Plan, Benefit Obligation | 2,466.2 | 2,458.5 | 2,116.5 | |
Foreign Pension Plans, Defined Benefit | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Contributions by Employer | 1.3 | 0.9 | ||
Defined Benefit Plans, Estimated Future Employer Contributions in Next Fiscal Year | 5 | |||
Actuarial (gain) loss | 20.4 | 1.8 | ||
Defined Benefit Plan, Curtailments | 0 | (0.1) | ||
Defined Benefit Plan, Benefit Obligation | 251 | 227.4 | $ 66.3 | |
Non-Qualified Pension Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Benefit Obligation | 5.5 | 5.1 | ||
Projected benefit payments [Abstract] | ||||
2,016 | 0.6 | |||
2,017 | 0.5 | |||
2,018 | 0.6 | |||
2,019 | 0.6 | |||
2,020 | 0.3 | |||
Qualified Pension Plan | ||||
Projected benefit payments [Abstract] | ||||
2,016 | 135.5 | |||
2,017 | 136.8 | |||
2,018 | 136.9 | |||
2,019 | 137.7 | |||
2,020 | $ 136.5 | |||
DCP Business | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Pension liabilities assumed | $ 442.3 | |||
Projected benefit payments [Abstract] | ||||
Change in Control Mandatory Acceleration of Expenses Under the Non-Qualified Pension Plan | $ 47.1 | |||
DCP Business | United States Pension Plan of US Entity | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Pension liabilities assumed | 281.7 | |||
DCP Business | Foreign Pension Plans, Defined Benefit | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Pension liabilities assumed | $ 160.6 |
PENSION PLANS (Details 1)
PENSION PLANS (Details 1) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | $ 2,685.9 | $ 2,182.8 | |
Service cost | 8.9 | 4.3 | |
Interest cost | 87.7 | 83.3 | $ 86.5 |
Actuarial (gain) loss | 109.1 | (44) | |
Benefits paid | (135.6) | (208.4) | |
Curtailments/settlements | 0 | 12.7 | |
Plan participant’s contributions | 0.9 | 0 | |
Plan amendments | (1.2) | 0 | |
Business combination | (32.5) | 669.9 | |
Currency translation adjustments | (6) | (14.7) | |
Benefit obligation at end of year | 2,717.2 | 2,685.9 | 2,182.8 |
Change in Plan Assets [Roll Forward] | |||
Fair value of plans' assets at beginning of year | 2,036.5 | 1,978.7 | |
Actual return on plans' assets | 195 | (25) | |
Employer contributions | 8.4 | 78.6 | |
Benefits paid | (135.6) | (208.4) | |
Business combination | (27.7) | 222.8 | |
Currency translation adjustments | 1.9 | (10.2) | |
Fair value of plans' assets at end of year | 2,078.5 | 2,036.5 | 1,978.7 |
Funded Status [Abstract] | |||
Total funded status | (638.7) | (649.4) | |
Qualified Pension Plan | |||
Funded Status [Abstract] | |||
Total funded status | (633.2) | (644.3) | |
Non-Qualified Pension Plan | |||
Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | 5.1 | ||
Benefit obligation at end of year | 5.5 | 5.1 | |
Funded Status [Abstract] | |||
Total funded status | (5.5) | (5.1) | |
United States Pension Plans of US Entity, Defined Benefit | |||
Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | 2,458.5 | 2,116.5 | |
Service cost | 1.3 | 2.1 | |
Interest cost | 82.4 | 80.2 | |
Actuarial (gain) loss | 88.7 | (45.8) | |
Benefits paid | (132.2) | (205.6) | |
Curtailments/settlements | 0 | 12.6 | |
Plan participant’s contributions | 0 | 0 | |
Plan amendments | 0 | 0 | |
Business combination | (32.5) | 498.5 | |
Currency translation adjustments | 0 | 0 | |
Benefit obligation at end of year | 2,466.2 | 2,458.5 | 2,116.5 |
Change in Plan Assets [Roll Forward] | |||
Fair value of plans' assets at beginning of year | 1,974 | 1,915.4 | |
Actual return on plans' assets | 191.5 | (25.4) | |
Employer contributions | 6.4 | 77.6 | |
Benefits paid | (132.2) | (205.6) | |
Business combination | (27.7) | 212 | |
Currency translation adjustments | 0 | 0 | |
Fair value of plans' assets at end of year | 2,012 | 1,974 | 1,915.4 |
Funded Status [Abstract] | |||
Total funded status | (454.2) | (484.5) | |
United States Pension Plans of US Entity, Defined Benefit | Qualified Pension Plan | |||
Funded Status [Abstract] | |||
Total funded status | (450.6) | (480.8) | |
United States Pension Plans of US Entity, Defined Benefit | Non-Qualified Pension Plan | |||
Funded Status [Abstract] | |||
Total funded status | (3.6) | (3.7) | |
Foreign Pension Plans, Defined Benefit | |||
Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | 227.4 | 66.3 | |
Service cost | 7.6 | 2.2 | |
Interest cost | 5.3 | 3.1 | |
Actuarial (gain) loss | 20.4 | 1.8 | |
Benefits paid | (3.4) | (2.8) | |
Curtailments/settlements | 0 | 0.1 | |
Plan participant’s contributions | 0.9 | 0 | |
Plan amendments | (1.2) | 0 | |
Business combination | 0 | 171.4 | |
Currency translation adjustments | (6) | (14.7) | |
Benefit obligation at end of year | 251 | 227.4 | 66.3 |
Change in Plan Assets [Roll Forward] | |||
Fair value of plans' assets at beginning of year | 62.5 | 63.3 | |
Actual return on plans' assets | 3.5 | 0.4 | |
Employer contributions | 2 | 1 | |
Benefits paid | (3.4) | (2.8) | |
Business combination | 0 | 10.8 | |
Currency translation adjustments | 1.9 | (10.2) | |
Fair value of plans' assets at end of year | 66.5 | 62.5 | $ 63.3 |
Funded Status [Abstract] | |||
Total funded status | (184.5) | (164.9) | |
Foreign Pension Plans, Defined Benefit | Qualified Pension Plan | |||
Funded Status [Abstract] | |||
Total funded status | (182.6) | (163.5) | |
Foreign Pension Plans, Defined Benefit | Non-Qualified Pension Plan | |||
Funded Status [Abstract] | |||
Total funded status | $ (1.9) | $ (1.4) |
PENSION PLANS (Details 2)
PENSION PLANS (Details 2) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Amounts Recognized in Balance Sheet [Abstract] | ||
Accrued benefit in current liabilities | $ (0.6) | $ (0.5) |
Accrued benefit in noncurrent liabilities | (638.1) | (648.9) |
Accumulated other comprehensive loss | 786.6 | 740.8 |
Net balance sheet impact | 147.9 | 91.4 |
United States Pension Plans of US Entity, Defined Benefit | ||
Amounts Recognized in Balance Sheet [Abstract] | ||
Accrued benefit in current liabilities | (0.4) | (0.4) |
Accrued benefit in noncurrent liabilities | (453.8) | (484.1) |
Accumulated other comprehensive loss | 743.1 | 714.2 |
Net balance sheet impact | 288.9 | 229.7 |
Foreign Pension Plans, Defined Benefit | ||
Amounts Recognized in Balance Sheet [Abstract] | ||
Accrued benefit in current liabilities | (0.2) | (0.1) |
Accrued benefit in noncurrent liabilities | (184.3) | (164.8) |
Accumulated other comprehensive loss | 43.5 | 26.6 |
Net balance sheet impact | $ (141) | $ (138.3) |
PENSION PLANS (Details 3)
PENSION PLANS (Details 3) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Compensation and Retirement Disclosure [Abstract] | ||
Projected benefit obligation | $ 2,717.2 | $ 2,685.9 |
Accumulated benefit obligation | 2,685.7 | 2,655 |
Fair value of plan assets | $ 2,078.5 | $ 2,036.5 |
PENSION PLANS (Details 4)
PENSION PLANS (Details 4) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Components of Net Periodic Benefit Income [Abstract] | |||
Service cost | $ 12.3 | $ 7.8 | $ 5.3 |
Interest cost | 87.7 | 83.3 | 86.5 |
Expected return on plans' assets | (157.8) | (147.4) | (139.5) |
Amortization of prior service cost | 0 | 1.6 | 2.2 |
Recognized actuarial loss | 20.7 | 26.2 | 20.3 |
Curtailments/settlements | 0 | 47.2 | 0.2 |
Net periodic benefit income (cost) | (37.1) | 18.7 | (25) |
Included in Other Comprehensive Loss (Pretax) [Abstract] | |||
Liability adjustment | 66.1 | 125.4 | 138.9 |
Amortization of prior service costs and actuarial losses | $ (20.7) | $ (62.4) | $ (22.7) |
PENSION PLANS (Details 5)
PENSION PLANS (Details 5) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan Assumptions Used Calculating Net Periodic Benefit Cost Discount Rate for Service Cost | 4.60% | ||
Defined Benefit Plan Assumptions Used Calculating Net Periodic Benefit Cost Discount Rate for Interest Cost | 3.50% | ||
United States Pension Plans of US Entity, Defined Benefit | |||
Weighted Average Assumptions [Abstract] | |||
Discount rate-periodic benefit cost (in hundredths) | 4.40% | 3.90% | 4.50% |
Expected return on assets (in hundredths) | 7.75% | 7.75% | 7.75% |
Rate of compensation increase (in hundredths) | 3.00% | 3.00% | 3.00% |
Discount rate-benefit obligation (in hundredths) | 4.10% | 4.40% | 3.90% |
Foreign Pension Plans, Defined Benefit | |||
Weighted Average Assumptions [Abstract] | |||
Discount rate-periodic benefit cost (in hundredths) | 2.70% | 2.80% | 4.80% |
Expected return on assets (in hundredths) | 6.00% | 6.00% | 7.50% |
Rate of compensation increase (in hundredths) | 3.00% | 3.00% | 3.50% |
Discount rate-benefit obligation (in hundredths) | 2.30% | 2.70% | 3.90% |
PENSION PLANS (Details 6)
PENSION PLANS (Details 6) | 12 Months Ended |
Dec. 31, 2016 | |
Long-term rate of return assumption by asset class [Abstract] | |
U.S. equities, minimum (in hundredths) | 9.00% |
U.S. equities, maximum (in hundredths) | 13.00% |
Non-U.S. equities, minimum (in hundredths) | 10.00% |
Non-U.S. equities, maximum (in hundredths) | 14.00% |
Fixed income/cash, minimum (in hundredths) | 5.00% |
Fixed income/cash, maximum (in hundredths) | 9.00% |
Alternative investments, minimum (in hundredths) | 5.00% |
Alternative investments, maximum (in hundredths) | 15.00% |
Absolute return strategies, minimum (in hundredths) | 8.00% |
Absolute return strategies, maximum (in hundredths) | 12.00% |
PENSION PLANS (Details 7)
PENSION PLANS (Details 7) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 100.00% | 100.00% |
U.S. Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 19.00% | 4.00% |
Defined Benefit Plan, Target Plan Asset Allocations | 27.00% | |
Defined Benefit Plan, Target Plan Asset Allocations Range Minimum | 19.00% | |
Defined Benefit Plan, Target Plan Asset Allocations Range Maximum | 35.00% | |
Non-U.S. Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 15.00% | 6.00% |
Defined Benefit Plan, Target Plan Asset Allocations | 18.00% | |
Defined Benefit Plan, Target Plan Asset Allocations Range Minimum | 4.00% | |
Defined Benefit Plan, Target Plan Asset Allocations Range Maximum | 35.00% | |
Fixed Income / Cash | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 35.00% | 47.00% |
Defined Benefit Plan, Target Plan Asset Allocations | 29.00% | |
Defined Benefit Plan, Target Plan Asset Allocations Range Minimum | 20.00% | |
Defined Benefit Plan, Target Plan Asset Allocations Range Maximum | 80.00% | |
Acquisition plan receivable | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 0.00% | 10.00% |
Alternative Investments | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 20.00% | 19.00% |
Defined Benefit Plan, Target Plan Asset Allocations | 6.00% | |
Defined Benefit Plan, Target Plan Asset Allocations Range Minimum | 0.00% | |
Defined Benefit Plan, Target Plan Asset Allocations Range Maximum | 32.00% | |
Absolute Return Strategies | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 11.00% | 14.00% |
Defined Benefit Plan, Target Plan Asset Allocations | 20.00% | |
Defined Benefit Plan, Target Plan Asset Allocations Range Minimum | 10.00% | |
Defined Benefit Plan, Target Plan Asset Allocations Range Maximum | 30.00% |
PENSION PLANS (Details 8)
PENSION PLANS (Details 8) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | $ 2,078.5 | $ 2,036.5 | $ 1,978.7 |
Net Asset Value | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 1,271.6 | 1,039.2 | |
Fair Value, Inputs, Level 1 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 441.6 | 97.6 | |
Fair Value, Inputs, Level 2 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 365.3 | 687.7 | |
Fair Value, Inputs, Level 3 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 212 | |
U.S. Equity Securities | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 384.6 | 79.6 | |
U.S. Equity Securities | Net Asset Value | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 241.4 | 43.2 | |
U.S. Equity Securities | Fair Value, Inputs, Level 1 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 143.2 | 36.4 | |
U.S. Equity Securities | Fair Value, Inputs, Level 2 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
U.S. Equity Securities | Fair Value, Inputs, Level 3 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Non-U.S. Equity Securities | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 317.1 | 122.7 | |
Non-U.S. Equity Securities | Net Asset Value | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 248.6 | 118.2 | |
Non-U.S. Equity Securities | Fair Value, Inputs, Level 1 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 38.6 | 0.8 | |
Non-U.S. Equity Securities | Fair Value, Inputs, Level 2 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 29.9 | 3.7 | |
Non-U.S. Equity Securities | Fair Value, Inputs, Level 3 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Acquisition plan receivable | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 212 | ||
Acquisition plan receivable | Net Asset Value | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | ||
Acquisition plan receivable | Fair Value, Inputs, Level 1 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | ||
Acquisition plan receivable | Fair Value, Inputs, Level 2 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | ||
Acquisition plan receivable | Fair Value, Inputs, Level 3 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 212 | ||
Cash and Cash Equivalents | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 259.6 | 60.1 | |
Cash and Cash Equivalents | Net Asset Value | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Cash and Cash Equivalents | Fair Value, Inputs, Level 1 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 259.6 | 60.1 | |
Cash and Cash Equivalents | Fair Value, Inputs, Level 2 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Cash and Cash Equivalents | Fair Value, Inputs, Level 3 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
US Treasury Securities | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 187.6 | 427.6 | |
US Treasury Securities | Net Asset Value | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 18.2 | 41.7 | |
US Treasury Securities | Fair Value, Inputs, Level 1 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
US Treasury Securities | Fair Value, Inputs, Level 2 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 169.4 | 385.9 | |
US Treasury Securities | Fair Value, Inputs, Level 3 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Corporate Debt Securities | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 181.6 | 314.2 | |
Corporate Debt Securities | Net Asset Value | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 51.8 | 52.8 | |
Corporate Debt Securities | Fair Value, Inputs, Level 1 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0.2 | 0.3 | |
Corporate Debt Securities | Fair Value, Inputs, Level 2 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 129.6 | 261.1 | |
Corporate Debt Securities | Fair Value, Inputs, Level 3 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Asset-backed Securities | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 97.8 | 155.6 | |
Asset-backed Securities | Net Asset Value | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 61.4 | 118.6 | |
Asset-backed Securities | Fair Value, Inputs, Level 1 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Asset-backed Securities | Fair Value, Inputs, Level 2 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 36.4 | 37 | |
Asset-backed Securities | Fair Value, Inputs, Level 3 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Hedge Funds, Equity | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 380.6 | 335.6 | |
Hedge Funds, Equity | Net Asset Value | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 380.6 | 335.6 | |
Hedge Funds, Equity | Fair Value, Inputs, Level 1 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Hedge Funds, Equity | Fair Value, Inputs, Level 2 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Hedge Funds, Equity | Fair Value, Inputs, Level 3 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Real Estate Funds | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 22.5 | 27.4 | |
Real Estate Funds | Net Asset Value | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 22.5 | 27.4 | |
Real Estate Funds | Fair Value, Inputs, Level 1 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Real Estate Funds | Fair Value, Inputs, Level 2 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Real Estate Funds | Fair Value, Inputs, Level 3 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Private Equity Funds | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 16.4 | 18.4 | |
Private Equity Funds | Net Asset Value | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 16.4 | 18.4 | |
Private Equity Funds | Fair Value, Inputs, Level 1 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Private Equity Funds | Fair Value, Inputs, Level 2 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Private Equity Funds | Fair Value, Inputs, Level 3 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Absolute Return Strategies | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 230.7 | 283.3 | |
Absolute Return Strategies | Net Asset Value | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 230.7 | 283.3 | |
Absolute Return Strategies | Fair Value, Inputs, Level 1 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Absolute Return Strategies | Fair Value, Inputs, Level 2 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | 0 | 0 | |
Absolute Return Strategies | Fair Value, Inputs, Level 3 | |||
Defined benefit pension plan assets [Abstract] | |||
Fair value of plan assets | $ 0 | $ 0 |
PENSION PLANS (Details 9)
PENSION PLANS (Details 9) - Acquisition plan receivable - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Assets measured with significant unobservable input [Roll Forward] | ||
Balance, Beginning Period | $ 212 | $ 0 |
Realized Gain/(Loss) | 0 | 0 |
Unrealized Gain/(Loss) Relating to Assets Held at Period End | 0 | 0 |
Purchases, Sales, Settlements, and Other | (212) | 212 |
Transfers In/(Out) | 0 | 0 |
Balance, Ending Period | $ 0 | $ 212 |
POSTRETIREMENT BENEFITS (Detail
POSTRETIREMENT BENEFITS (Details Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Shareholders' Equity Charges | |||
After-tax (benefit) charge to shareholders' equity for other postretirement plans | $ 3.2 | $ (0.1) | |
Pretax amount of after-tax (benefit) charge recorded in shareholders' equity | (66.1) | (125.4) | $ (138.9) |
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements and Curtailments | 0 | (47.2) | (0.2) |
Change in Control Mandatory Acceleration of Expenses Under the Non-Qualified Pension Plan | 47.1 | ||
Defined Benefit Plan Recognized Net Gain Loss Due To Settlement and Curtailments Becancour | (0.1) | ||
Defined Benefit Plan, Amortization of Net Losses | 27 | ||
Other Postretirement Benefit Plans, Defined Benefit | |||
Shareholders' Equity Charges | |||
Pretax amount of after-tax (benefit) charge recorded in shareholders' equity | 5.1 | 0.1 | (3.1) |
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements and Curtailments | 0 | $ (0.1) | 0 |
Defined Benefit Plan, Amortization of Net Losses | 3 | ||
Par outstanding value of non-callable zero coupon bond used to determine the hypothetical yield curve | 250 | ||
Defined Benefit Plan, Expected Future Benefit Payments in Year One | $ 5 | ||
Defined Benefit Plan, Expected Future Benefit Payments in Year Two | 5 | ||
Defined Benefit Plan, Expected Future Benefit Payments in Year Three | 4 | ||
Defined Benefit Plan, Expected Future Benefit Payments in Year Four | 4 | ||
Defined Benefit Plan, Expected Future Benefit Payments in Year Five | $ 3 |
POSTRETIREMENT BENEFITS (Det104
POSTRETIREMENT BENEFITS (Details 1) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | $ 2,685.9 | $ 2,182.8 | |
Service cost | 8.9 | 4.3 | |
Interest cost | 87.7 | 83.3 | $ 86.5 |
Actuarial (gain) loss | 109.1 | (44) | |
Benefits paid | (135.6) | (208.4) | |
Currency translation adjustments | (6) | (14.7) | |
Defined Benefit Plan, Curtailments | 0 | (12.7) | |
Benefit obligation at end of year | 2,717.2 | 2,685.9 | 2,182.8 |
Funded status | (638.7) | (649.4) | |
US Postretirement Plans | |||
Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | 53.9 | 58.5 | |
Service cost | 0.8 | 1.1 | |
Interest cost | 1.2 | 2 | |
Actuarial (gain) loss | (5.1) | (0.7) | |
Benefits paid | (7.2) | (7) | |
Currency translation adjustments | 0 | 0 | |
Defined Benefit Plan, Curtailments | 0 | 0 | |
Benefit obligation at end of year | 43.6 | 53.9 | 58.5 |
Funded status | (43.6) | (53.9) | |
Foreign Plans | |||
Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | 8.1 | 8.7 | |
Service cost | 0.4 | 0.1 | |
Interest cost | 0.4 | 0.3 | |
Actuarial (gain) loss | 0 | 0.7 | |
Benefits paid | (0.4) | (0.3) | |
Currency translation adjustments | 0.1 | (1.5) | |
Defined Benefit Plan, Curtailments | 0 | 0.1 | |
Benefit obligation at end of year | 8.6 | 8.1 | 8.7 |
Funded status | (8.6) | (8.1) | |
Other Postretirement Benefit Plans, Defined Benefit | |||
Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | 62 | 67.2 | |
Service cost | 1.2 | 1.2 | 1.1 |
Interest cost | 1.6 | 2.3 | 2.7 |
Actuarial (gain) loss | (5.1) | 0 | |
Benefits paid | (7.6) | (7.3) | |
Currency translation adjustments | 0.1 | (1.5) | |
Defined Benefit Plan, Curtailments | 0 | 0.1 | |
Benefit obligation at end of year | 52.2 | 62 | $ 67.2 |
Funded status | $ (52.2) | $ (62) |
POSTRETIREMENT BENEFITS (Det105
POSTRETIREMENT BENEFITS (Details 2) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Amounts recognized in consolidated balance sheet [Abstract] | ||
Accrued benefit in current liabilities | $ (0.6) | $ (0.5) |
Accrued benefit in noncurrent liabilities | (638.1) | (648.9) |
Accumulated other comprehensive loss | 786.6 | 740.8 |
Net balance sheet impact | 147.9 | 91.4 |
US Postretirement Plans | ||
Amounts recognized in consolidated balance sheet [Abstract] | ||
Accrued benefit in current liabilities | (4.8) | (5.3) |
Accrued benefit in noncurrent liabilities | (38.8) | (48.6) |
Accumulated other comprehensive loss | 24.8 | 29.7 |
Net balance sheet impact | (18.8) | (24.2) |
Foreign Plans | ||
Amounts recognized in consolidated balance sheet [Abstract] | ||
Accrued benefit in current liabilities | (0.3) | (0.3) |
Accrued benefit in noncurrent liabilities | (8.3) | (7.8) |
Accumulated other comprehensive loss | 0.3 | 0.2 |
Net balance sheet impact | (8.3) | (7.9) |
Other Postretirement Benefit Plans, Defined Benefit | ||
Amounts recognized in consolidated balance sheet [Abstract] | ||
Accrued benefit in current liabilities | (5.1) | (5.6) |
Accrued benefit in noncurrent liabilities | (47.1) | (56.4) |
Accumulated other comprehensive loss | 25.1 | 29.9 |
Net balance sheet impact | $ (27.1) | $ (32.1) |
POSTRETIREMENT BENEFITS (Det106
POSTRETIREMENT BENEFITS (Details 3) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Components of Net Periodic Benefit Cost [Abstract] | |||
Service cost | $ 8.9 | $ 4.3 | |
Interest cost | 87.7 | 83.3 | $ 86.5 |
Amortization of prior service cost | 0 | 1.6 | 2.2 |
Curtailments | 0 | 47.2 | 0.2 |
Net periodic benefit income (cost) | (37.1) | 18.7 | (25) |
Included in Other Comprehensive Loss (Pretax) [Abstract] | |||
Liability adjustment | 66.1 | 125.4 | 138.9 |
Amortization of prior service costs and actuarial losses | 20.4 | 65.6 | 25.5 |
Other Postretirement Benefit Plans, Defined Benefit | |||
Components of Net Periodic Benefit Cost [Abstract] | |||
Service cost | 1.2 | 1.2 | 1.1 |
Interest cost | 1.6 | 2.3 | 2.7 |
Amortization of prior service cost | (2.6) | 0 | (0.1) |
Recognized actuarial loss | 2.3 | 3.1 | 2.9 |
Curtailments | 0 | 0.1 | 0 |
Net periodic benefit income (cost) | 2.5 | 6.7 | 6.6 |
Included in Other Comprehensive Loss (Pretax) [Abstract] | |||
Liability adjustment | (5.1) | (0.1) | 3.1 |
Amortization of prior service costs and actuarial losses | $ 0.3 | $ (3.2) | $ (2.8) |
POSTRETIREMENT BENEFITS (Det107
POSTRETIREMENT BENEFITS (Details 4) - Other Postretirement Benefit Plans, Defined Benefit | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Weighted Average Assumptions [Abstract] | |||
Discount rate-periodic benefit cost (in hundredths) | 4.10% | 3.70% | 4.30% |
Discount rate-benefit obligation (in hundredths) | 3.80% | 4.10% | 3.70% |
POSTRETIREMENT BENEFITS (Det108
POSTRETIREMENT BENEFITS (Details 5) - Other Postretirement Benefit Plans, Defined Benefit | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Assumed healthcare cost trend rates [Abstract] | ||
Healthcare cost trend rate assumed for next year (in hundredths) | 8.00% | 8.50% |
Rate that the cost trend rate gradually declines to (in hundredths) | 5.00% | 5.00% |
Year that the rate reaches the ultimate rate | 2,022 | 2,022 |
POSTRETIREMENT BENEFITS (Det109
POSTRETIREMENT BENEFITS (Details 6) - Other Postretirement Benefit Plans, Defined Benefit $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
One-Percentage Point Increase [Abstract] | |
Effect of one percentage point increase on total of service and interest costs | $ 0.6 |
Effect of one percentage point increase on postretirement benefit obligation | 2.1 |
One-Percentage Point Decrease [Abstract] | |
Effect of one percentage point decrease on total of service and interest costs | (0.4) |
Effect of one percentage point decrease on postretirement benefit obligation | $ (1.8) |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% |
Non-deductible Transactions Costs, Amount | $ 8.9 | ||
Salt Depletion Benefit, Amount | 2.6 | ||
Return to Provision Adjustment | $ (4.8) | 1.2 | |
Income Tax Reconciliation Prior Year Income Taxes, Salt Depletion | 14.9 | ||
Income Tax Reconciliation Prior Year Income Taxes, Non-deductible Acquisition Costs | 9.7 | ||
Effective Income Tax Rate Reconciliation, Tax Contingency, Amount | 4.1 | ||
Benefit from expiration of statute of limitation | 0.7 | ||
Increases in Valuation Allowances on State Tax Credit Balances | (0.8) | ||
Remeasurement of Deferred Taxes | 3.2 | 0.6 | |
Deferred Tax Assets, Operating Loss Carryforwards | 105.3 | 40.1 | |
Deferred state tax benefits relating to net operating losses | 13.2 | ||
State tax credit carryforward | 12.9 | ||
Capital loss carry-forward | 7.3 | ||
Deferred Tax Assets, Capital Loss Carryforwards | 2.8 | 4.7 | |
Unrecognized tax benefits [Abstract] | |||
Unrecognized Tax Benefits | 38.4 | 35.1 | $ 36.1 |
Impact on the effective tax rate, if recognized | 36.7 | 33.5 | |
Expense recorded due to changes in tax contingencies from discontinued operations | 2.2 | ||
Interest and penalties accrued | 3 | 3.4 | |
Interest and penalties (benefit) expense | (0.4) | $ 0.2 | $ 0.4 |
Reasonable possibility that unrecognized tax benefits will decrease over next twelve months | 12.3 | ||
United States | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry-forward (NOL) | 198 | ||
Deferred Tax Assets, Operating Loss Carryforwards | 69.3 | ||
Operating loss carryforward limitation on use | 2.5 | ||
Operating loss carryforward annual limitation on use | 0.5 | ||
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry-forward (NOL) | 89 | ||
Deferred Tax Assets, Operating Loss Carryforwards | 22.8 | ||
Operating Loss Carryforwards Subject to Expiration | 21.6 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 5.4 | ||
Operating Loss Carryforwards Not Subject to Expiration | 67.4 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | $ 17.4 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Components of Income Before Taxes [Abstract] | |||
Domestic income before taxes | $ (23.3) | $ (66.9) | $ 164.4 |
Foreign income before taxes | (10.9) | 73.6 | (1.7) |
Income (loss) from continuing operations before taxes | (34.2) | 6.7 | 162.7 |
Current Expense (Benefit) [Abstract] | |||
Federal | (11.6) | (16.6) | 25.9 |
State | 0.9 | 1.2 | 1.3 |
Foreign | 15.7 | 14.4 | 5.3 |
Total current income tax expense | 5 | (1) | 32.5 |
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Deferred Federal Income Tax Expense (Benefit) | (10.1) | 8.9 | 26.9 |
Deferred State Income Tax Expense (Benefit) | (5.1) | (2.4) | 3 |
Deferred Foreign Income Tax Expense (Benefit) | (20.1) | 2.6 | (4.7) |
Deferred Income Tax Expense | (35.3) | 9.1 | 25.2 |
Income tax provision | $ (30.3) | $ 8.1 | $ 57.7 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Tax Rate Reconciliation (Percent) | |||
Statutory federal tax rate (in hundredths) | 35.00% | 35.00% | 35.00% |
State income taxes, net (in hundredths) | 8.00% | (38.20%) | 2.40% |
Foreign rate differential (in hundredths) | (25.10%) | (129.80%) | 0.40% |
US Tax on Foreign Earnings | 24.40% | 128.60% | (0.60%) |
Domestic manufacturing/export tax incentive (in hundredths) | (0.00%) | (0.00%) | 1.80% |
Effective Income Tax Rate Reconciliation, Deduction, Salt Depletion, Percent | 45.40% | (38.80%) | (0.50%) |
Effective Income Tax Rate Reconciliation, Non-deductible Transaction Costs, Percent | 0.00% | 133.10% | 0.00% |
Change in valuation allowance (in hundredths) | (0.70%) | 27.90% | 1.10% |
Remeasurement of deferred taxes (in hundredths) | 9.40% | 7.60% | 0.40% |
Change in tax contingencies (in hundredths) | (9.70%) | 5.00% | (0.30%) |
Dividends paid to CEOP (in hundredths) | 2.80% | (11.10%) | (0.50%) |
Return to provision (in hundredths) | 5.30% | (4.20%) | (0.70%) |
Research tax credit (in hundredths) | 0.60% | (3.10%) | 0.00% |
Other, net (in hundredths) | (6.80%) | 8.90% | 0.60% |
Effective tax rate (in hundredths) | 88.60% | 120.90% | 35.50% |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets [Abstract] | |||
Pension and postretirement benefits | $ 226.1 | $ 235.2 | |
Environmental reserves | 54.5 | 55.3 | |
Asset retirement obligations | 22 | 21 | |
Accrued liabilities | 53 | 53.7 | |
Tax credits | 13.2 | 23.3 | |
Federal and state net operating losses | 105.3 | 40.1 | |
Capital loss carryforward | 2.8 | 4.7 | |
Other miscellaneous items | 0 | 18.5 | |
Total deferred tax assets | 476.9 | 451.8 | |
Valuation allowance | 29 | 29.3 | $ 16.6 |
Net deferred tax assets | 447.9 | 422.5 | |
Deferred tax liabilities [Abstract] | |||
Property, plant and equipment | 875.5 | 875.6 | |
Intangible amortization | 137.3 | 138.4 | |
Deferred Tax Liabilities, Inventory | 13.6 | 11.6 | |
Deferred Tax Liabilities, Partnerships | 106.3 | 101.4 | |
Deferred Tax Liabilities, Undistributed Foreign Earnings | 223.6 | 294.8 | |
Other miscellaneous items | 4.6 | 0 | |
Deferred Tax Liabilities, Gross | 1,360.9 | 1,421.8 | |
Total deferred tax liabilities | $ (913) | $ (999.3) |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Valuation Allowance [Abstract] | |||
Valuation allowance | $ 29 | $ 29.3 | $ 16.6 |
Amount charged to income tax provision | 8.4 | 1.8 | |
Purchase accounting | (4.3) | 12.3 | |
Amount credited to income tax provision (i.e. deduction from reserve) | $ (4.4) | $ (1.4) |
INCOME TAXES (Details 5)
INCOME TAXES (Details 5) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | ||
Balance at beginning of period | $ 35.1 | $ 36.1 |
Increases for current year tax positions | 1.7 | 0 |
Increases for prior year tax positions | 5.8 | 0.2 |
Reductions due to statute of limitations | (0.3) | 0 |
Decreases for prior year tax positions | (1.8) | 0 |
Decreases due to tax settlements | (2.1) | (1.2) |
Balance at end of period | $ 38.4 | $ 35.1 |
INCOME TAXES (Details 6)
INCOME TAXES (Details 6) | 12 Months Ended |
Dec. 31, 2016 | |
U.S Federal Income Tax | Early Range Maximum | |
Income Tax Examination [Line Items] | |
Tax years | 2,008 |
U.S Federal Income Tax | Late Range Minimum | |
Income Tax Examination [Line Items] | |
Tax years | 2,010 |
U.S Federal Income Tax | Late Range Maximum | |
Income Tax Examination [Line Items] | |
Tax years | 2,015 |
U.S State Income Tax | Minimum | |
Income Tax Examination [Line Items] | |
Tax years | 2,006 |
U.S State Income Tax | Maximum | |
Income Tax Examination [Line Items] | |
Tax years | 2,015 |
Canada | Foreign Income Tax | Minimum | |
Income Tax Examination [Line Items] | |
Tax years | 2,012 |
Canada | Foreign Income Tax | Maximum | |
Income Tax Examination [Line Items] | |
Tax years | 2,015 |
Brazil | Foreign Income Tax | Minimum | |
Income Tax Examination [Line Items] | |
Tax years | 2,014 |
Brazil | Foreign Income Tax | Maximum | |
Income Tax Examination [Line Items] | |
Tax years | 2,015 |
Germany | Foreign Income Tax | |
Income Tax Examination [Line Items] | |
Tax years | 2,015 |
China | Foreign Income Tax | Minimum | |
Income Tax Examination [Line Items] | |
Tax years | 2,014 |
China | Foreign Income Tax | Maximum | |
Income Tax Examination [Line Items] | |
Tax years | 2,015 |
The Netherlands | Foreign Income Tax | Minimum | |
Income Tax Examination [Line Items] | |
Tax years | 2,014 |
The Netherlands | Foreign Income Tax | Maximum | |
Income Tax Examination [Line Items] | |
Tax years | 2,015 |
South Korea | Foreign Income Tax | Minimum | |
Income Tax Examination [Line Items] | |
Tax years | 2,014 |
South Korea | Foreign Income Tax | Maximum | |
Income Tax Examination [Line Items] | |
Tax years | 2,015 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Acquisition-related accruals | $ 0 | $ 90.2 |
Accrued compensation and payroll taxes | 77.8 | 53.4 |
Tax-related accruals | 40.9 | 29.5 |
Accrued interest | 30.7 | 35 |
Legal and professional costs | 21.2 | 32 |
Accrued employee benefits | 21.2 | 24.4 |
Environmental (current portion only) | 17 | 19 |
Asset retirement obligation (current portion only) | 12.6 | 7.3 |
Other | 42.4 | 37.3 |
Accrued liabilities | $ 263.8 | $ 328.1 |
CONTRIBUTING EMPLOYEE OWNERS118
CONTRIBUTING EMPLOYEE OWNERSHIP PLAN (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Pension Expense | $ 28.2 | $ 18.1 | $ 16.1 |
Employer matching contributions to employee ownership plan | $ 11.2 | $ 6.9 | $ 5.7 |
Initial vesting period (in years) | 2 | ||
Initial vesting period vested percentage | 25.00% | ||
Additional vesting percentage for each additional year of service | 25.00% | ||
Years of service for full vesting | 5 | ||
Vesting percentage after five years | 100.00% | ||
Number of days an employee is prohibited from trading out of the fund to which the transfer was made | 7 | ||
Minimum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contribution To Individual Retirement Account Percentage Of Employees Eligible Compensation | 5.00% |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Detail Textuals) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option and long-term incentive plans, exercisable period (in years) | 10 years | ||
Stock options, restricted stock and performance shares vesting period (in years) | 3 years | ||
Average exercise period for outstanding options (in months) | 75 months | ||
Average exercise period for exercisable options (in months) | 54 months | ||
Aggregate intrinsic value for outstanding options | $ 39.1 | ||
Aggregate intrinsic value for exercisable options | 18.4 | ||
Total intrinsic value of options exercised | 2.1 | $ 1.3 | $ 3.9 |
Total unrecognized compensation, unvested | $ 4.1 | ||
Total unrecognized compensation, unvested, weighted average recognition period (in years) | 16 months | ||
Performance share award cycle (in years) | 3 | ||
Liability recorded for performance shares to be settled in cash | $ 6.2 | ||
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation, unvested | $ 12.1 | ||
Total unrecognized compensation, unvested, weighted average recognition period (in years) | 13 months |
STOCK-BASED COMPENSATION (De120
STOCK-BASED COMPENSATION (Details 1) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Allocated Share-based Compensation Expense | $ 11.2 | $ 11.5 | $ 9.2 |
Mark-to-market adjustments | 3 | (3) | (3.6) |
Total expense | $ 14.2 | $ 8.5 | $ 5.6 |
STOCK-BASED COMPENSATION STOCK-
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Options Activity [Rollforward] | |||
Outstanding at beginning of year (in shares) | 4,720,105 | ||
Granted (in shares) | 1,670,400 | 776,750 | 624,200 |
Exercised (in shares) | (267,082) | ||
Canceled (in shares) | (388,683) | ||
Outstanding at end of year (in shares) | 5,734,740 | 4,720,105 | |
Option Price, outstanding, beginning of period, minimum (in dollars per share) | $ 14.28 | ||
Option price, outstanding, beginning of period, maximum (in dollars per share) | $ 27.65 | ||
Option price, granted, minimum (in dollars per share) | 13.14 | ||
Option price, granted, maximum (in dollars per share) | 13.14 | ||
Option price, exercised, minimum (in dollars per share) | 14.28 | ||
Option price exercised, maximum (in dollars per share) | 23.28 | ||
Option price, canceled, minimum (in dollars per share) | 13.14 | ||
Option price, canceled, maximum (in dollars per share) | 25.57 | ||
Option price, outstanding, minimum, end of period (in dollars per share) | 13.14 | ||
Option price, outstanding, maximum, end of period (in dollars per share) | 27.65 | ||
Weighted average option price, beginning of period (in dollars per share) | 21.29 | ||
Weighted average option price, granted (in dollars per share) | 13.14 | 27.40 | $ 25.69 |
Weighted average option price, exercised (in dollars per share) | 16.48 | ||
Weighted average option price, canceled (in dollars per share) | 19.77 | ||
Weighted average option price, outstanding, end of period (in dollars per share) | $ 19.25 | $ 21.29 | |
Options exercisable, beginning of period (in shares) | 3,371,449 | ||
Options exercisable, end of period (in shares) | 3,407,300 | 3,371,449 | |
Weighted average exercise price, exercisable , beginning of period (in dollars per share) | $ 19.28 | ||
Weighted average exercise price, exercisable, end of period (in dollars per share) | $ 20.56 | $ 19.28 |
STOCK-BASED COMPENSATION (De122
STOCK-BASED COMPENSATION (Details 3) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options exercisable (in shares) | shares | 3,407,300 |
Options outstanding (in shares) | shares | 5,734,740 |
$16 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of exercise price, minimum, (in dollars per share) | $ 0 |
Range of exercise price, maximum, (in dollars per share) | $ 16 |
Options exercisable (in shares) | shares | 897,129 |
Weighted average exercise price, exercisable (in dollars per share) | $ 15.06 |
Options outstanding (in shares) | shares | 2,518,379 |
Weighted average exercise price, outstanding (in dollars per share) | $ 13.82 |
$16-$22 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of exercise price, minimum, (in dollars per share) | 16 |
Range of exercise price, maximum, (in dollars per share) | $ 22 |
Options exercisable (in shares) | shares | 1,286,916 |
Weighted average exercise price, exercisable (in dollars per share) | $ 20.25 |
Options outstanding (in shares) | shares | 1,286,916 |
Weighted average exercise price, outstanding (in dollars per share) | $ 20.25 |
$22 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of exercise price, minimum, (in dollars per share) | $ 22 |
Options exercisable (in shares) | shares | 1,223,255 |
Weighted average exercise price, exercisable (in dollars per share) | $ 24.92 |
Options outstanding (in shares) | shares | 1,929,445 |
Weighted average exercise price, outstanding (in dollars per share) | $ 25.66 |
STOCK-BASED COMPENSATION (De123
STOCK-BASED COMPENSATION (Details 4) | Dec. 31, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Sub-limit for all types of stock awards included in available to be issued stock options (in shares) | 3,287,550 |
2000 Long Term Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Long Term Incentive Plan authorized additional shares reserved for issuance (in shares) | 245,486 |
Number of shares available for grant or purchase (in shares) | 97,444 |
2003 Long Term Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Long Term Incentive Plan authorized additional shares reserved for issuance (in shares) | 365,005 |
Number of shares available for grant or purchase (in shares) | 235,305 |
2006 Long Term Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Long Term Incentive Plan authorized additional shares reserved for issuance (in shares) | 1,360,312 |
Number of shares available for grant or purchase (in shares) | 87,116 |
2009 Long Term Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Long Term Incentive Plan authorized additional shares reserved for issuance (in shares) | 2,660,662 |
Number of shares available for grant or purchase (in shares) | 122,710 |
2014 Long Term Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Long Term Incentive Plan authorized additional shares reserved for issuance (in shares) | 3,000,000 |
Number of shares available for grant or purchase (in shares) | 244,975 |
2016 Long Term Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Long Term Incentive Plan authorized additional shares reserved for issuance (in shares) | 6,000,000 |
Number of shares available for grant or purchase (in shares) | 6,000,000 |
Long Term Incentive Stock Option Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Long Term Incentive Plan authorized additional shares reserved for issuance (in shares) | 13,631,465 |
Long Term Incentive Stock Option Plan Expired And Assumed | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares available for grant or purchase (in shares) | 6,787,550 |
1997 Stock Plan For Non Employee Directors | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Long Term Incentive Plan authorized additional shares reserved for issuance (in shares) | 553,402 |
Number of shares available for grant or purchase (in shares) | 460,663 |
Employee deferral Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Long Term Incentive Plan authorized additional shares reserved for issuance (in shares) | 45,627 |
Number of shares available for grant or purchase (in shares) | 45,623 |
Stock Purchase Plans | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Long Term Incentive Plan authorized additional shares reserved for issuance (in shares) | 599,029 |
Number of shares available for grant or purchase (in shares) | 506,286 |
Committed shares reserved under the stock purchase plans for non employee Directors | 92,739 |
STOCK-BASED COMPENSATION (De124
STOCK-BASED COMPENSATION (Details 5) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Unvested Performance Shares [Rollforward] | |
Unvested, beginning of period (in shares) | shares | 110,000 |
Granted (in shares) | shares | 408,431 |
Vested (in shares) | shares | (209,526) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | shares | (7,376) |
Unvested, end of period (in shares) | shares | 301,529 |
Weighted average fair value per share, beginning of period (in dollars per share) | $ / shares | $ 17.48 |
Weighted average fair value per share, granted (in dollars per share) | $ / shares | 13.63 |
Weighted average fair value, vested (in dollars per share) | $ / shares | 25.84 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares | 13.14 |
Weighted average fair value, end of period (in dollars per share) | $ / shares | $ 25.84 |
To Settle in Cash | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares outstanding at beginning of period, performance shares (in shares) | shares | 311,528 |
Granted, performance shares (in shares) | shares | 339,619 |
Paid/Issued, performance shares (in shares) | shares | (103,417) |
Performance shares converted to cash | shares | 2,474 |
Canceled, performance shares (in shares) | shares | (7,376) |
Shares outstanding at end of period, performance shares (in shares) | shares | 542,828 |
Total vested at end of period, performance shares (in shares) | shares | 241,299 |
Weighted average fair value, outstanding at beginning of period, performance shares (in dollars per share) | $ / shares | $ 17.48 |
Weighted average fair value, granted, performance shares (in dollars per share) | $ / shares | 15.28 |
Weighted average fair value, paid/issued, performance shares (in dollars per share) | $ / shares | 17.48 |
Weighted Average Fair Value Performance Shares Converted to Cash | $ / shares | 13.14 |
Weighted average fair value, canceled, performance shares (in dollars per share) | $ / shares | 13.14 |
Weighted average fair value, outstanding at end of period, performance shares (in dollars per share) | $ / shares | 25.84 |
Weighted average fair value, total vested at end of period, performance shares (in dollars per share) | $ / shares | $ 25.84 |
To Settle in Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares outstanding at beginning of period, performance shares (in shares) | shares | 302,000 |
Granted, performance shares (in shares) | shares | 340,925 |
Paid/Issued, performance shares (in shares) | shares | (96,500) |
Performance shares converted to cash | shares | (2,474) |
Canceled, performance shares (in shares) | shares | (7,376) |
Shares outstanding at end of period, performance shares (in shares) | shares | 536,575 |
Total vested at end of period, performance shares (in shares) | shares | 235,046 |
Weighted average fair value, outstanding at beginning of period, performance shares (in dollars per share) | $ / shares | $ 25.59 |
Weighted average fair value, granted, performance shares (in dollars per share) | $ / shares | 15.39 |
Weighted average fair value, paid/issued, performance shares (in dollars per share) | $ / shares | 23.28 |
Weighted Average Fair Value Performance Shares Converted to Cash | $ / shares | 13.14 |
Weighted average fair value, canceled, performance shares (in dollars per share) | $ / shares | 13.14 |
Weighted average fair value, outstanding at end of period, performance shares (in dollars per share) | $ / shares | 16.18 |
Weighted average fair value, total vested at end of period, performance shares (in dollars per share) | $ / shares | $ 18.62 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | 32 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Apr. 24, 2014 | |
Stockholders' Equity Note [Abstract] | |||||
Authorized share repurchase program (in shares) | 8 | ||||
Common stock repurchased and retired (in shares) | 0 | 0 | (2.5) | ||
Value of common stock repurchased and retired | $ 0 | $ 0 | $ 64.8 | ||
Total repurchased shares under this program (in shares) | 1.9 | ||||
Remaining shares authorized to be purchased (in shares) | 6.1 | 6.1 | |||
Stock options exercised (in shares) | 0.3 | 0.1 | 0.5 | ||
Total value of stock options exercised | $ 4.1 | $ 3.1 | $ 12.1 | ||
Foreign currency translation adjustment [Roll Forward] | |||||
Beginning balance | (12.1) | (2.3) | (0.5) | ||
Unrealized losses, before Reclassification Adjustments and Tax | (22.4) | (15.7) | (1.8) | ||
Reclassification adjustments into income | 0 | 0 | 0 | ||
Tax benefit (provision) | 10.4 | 5.9 | 0 | ||
Net Change in Foreign Currency Translation Adjustment | (12) | (9.8) | (1.8) | ||
Ending balance | (24.1) | (12.1) | (2.3) | $ (24.1) | |
Unrealized gains (losses) on derivative contracts (net of taxes) [Roll Forward] | |||||
Beginning balance | (6.9) | (4.2) | 0.9 | ||
Unrealized (Losses) Gains on Derivatives Arising During Period, before Tax | 26.3 | (13.9) | (10.2) | ||
Reclassification Adjustment from AOCI on Derivatives, before Tax | 5.8 | 9.7 | 1.8 | ||
Derivatives Qualifying as Hedges, Tax | (12.4) | 1.5 | 3.3 | ||
Net Change in Derivatives Qualifying as Hedges | 19.7 | (2.7) | (5.1) | ||
Ending balance | 12.8 | (6.9) | (4.2) | 12.8 | |
Pension and postretirement benefits (net of taxes) [Roll Forward] | |||||
Beginning balance | (473.5) | (436.6) | (365.5) | ||
Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments and Tax | (61) | (125.3) | (142) | ||
Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, before Tax | 20.4 | 65.6 | 25.5 | ||
Deferred tax benefit on pension and postretirement benefits | (15.4) | (22.8) | (45.4) | ||
Net Change in Pension and Other Postretirement Benefit Plans | (25.2) | (36.9) | (71.1) | ||
Ending balance | (498.7) | (473.5) | (436.6) | (498.7) | |
Accumulated other comprehensive loss [Roll Forward] | |||||
Beginning balance | (492.5) | (443.1) | (365.1) | ||
Other Comprehensive Income (Loss), Net Gain (Loss) Recognized, Before Tax | (57.1) | (154.9) | (154) | ||
Reclassification Adjustment from AOCI, before Tax | 26.2 | 75.3 | 27.3 | ||
Other Comprehensive Income (Loss), Tax | 13.4 | 30.2 | 48.7 | ||
Other Comprehensive Income (Loss), Net of Tax | (17.5) | (49.4) | (78) | ||
Ending balance | $ (510) | $ (492.5) | $ (443.1) | $ (510) |
SEGMENT INFORMATION (Details 1)
SEGMENT INFORMATION (Details 1) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | 74 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | |
Sales [Abstract] | ||||||||||||
Sales | $ 1,385.7 | $ 1,452.7 | $ 1,364 | $ 1,348.2 | $ 1,267.4 | $ 533.6 | $ 535.4 | $ 518 | $ 5,550.6 | $ 2,854.4 | $ 2,241.2 | |
Income before taxes [Abstract] | ||||||||||||
Net (loss) income | (34.2) | 6.7 | 162.7 | |||||||||
Restructuring charge | (112.9) | (2.7) | (15.7) | $ (190.2) | ||||||||
Acquisition-related costs | (48.8) | (123.4) | (4.2) | |||||||||
Other operating income | 10.6 | 45.7 | 1.5 | |||||||||
Interest expense | (191.9) | (97) | (43.8) | |||||||||
Interest income | 3.4 | 1.1 | 1.3 | |||||||||
Earnings of non-consolidated affiliates [Abstract] | ||||||||||||
Earnings of non-consolidated affiliates | 1.7 | 1.7 | 1.7 | |||||||||
Depreciation and amortization expense [Abstract] | ||||||||||||
Total depreciation and amortization expense | 533.5 | 228.9 | 139.1 | |||||||||
Capital spending [Abstract] | ||||||||||||
Total capital spending | 278 | 130.9 | 71.8 | |||||||||
Assets | ||||||||||||
Total assets | 8,762.6 | 9,288.9 | 8,762.6 | 9,288.9 | 8,762.6 | |||||||
Investments-Affiliated Companies (at equity) [Abstract] | ||||||||||||
Investments in non-consolidated affiliates | 26.7 | 25 | 26.7 | 25 | 26.7 | |||||||
Chlor Alkali Products and Vinyls Segment | ||||||||||||
Sales [Abstract] | ||||||||||||
Sales | 2,999.3 | 1,713.4 | 1,502.8 | |||||||||
Income before taxes [Abstract] | ||||||||||||
Net (loss) income | 224.9 | 115.5 | 130.1 | |||||||||
Earnings of non-consolidated affiliates [Abstract] | ||||||||||||
Earnings of non-consolidated affiliates | 1.7 | 1.7 | 1.7 | |||||||||
Depreciation and amortization expense [Abstract] | ||||||||||||
Total depreciation and amortization expense | 418.1 | 186.1 | 119.4 | |||||||||
Capital spending [Abstract] | ||||||||||||
Total capital spending | 195.1 | 94.5 | 49.6 | |||||||||
Assets | ||||||||||||
Total assets | 6,521.4 | 6,690.7 | 6,521.4 | 6,690.7 | 6,521.4 | |||||||
Investments-Affiliated Companies (at equity) [Abstract] | ||||||||||||
Investments in non-consolidated affiliates | 26.7 | 25 | 26.7 | 25 | 26.7 | |||||||
Epoxy Segment | ||||||||||||
Sales [Abstract] | ||||||||||||
Sales | 1,822 | 429.6 | 0 | |||||||||
Income before taxes [Abstract] | ||||||||||||
Net (loss) income | 15.4 | (7.5) | 0 | |||||||||
Depreciation and amortization expense [Abstract] | ||||||||||||
Total depreciation and amortization expense | 90 | 20.9 | 0 | |||||||||
Capital spending [Abstract] | ||||||||||||
Total capital spending | 45.4 | 7.7 | 0 | |||||||||
Assets | ||||||||||||
Total assets | 1,514.3 | 1,591.2 | 1,514.3 | 1,591.2 | 1,514.3 | |||||||
Winchester Segment | ||||||||||||
Sales [Abstract] | ||||||||||||
Sales | 729.3 | 711.4 | 738.4 | |||||||||
Income before taxes [Abstract] | ||||||||||||
Net (loss) income | 120.9 | 115.6 | 127.3 | |||||||||
Restructuring charge | (0.8) | (0.7) | (1.9) | (25.5) | ||||||||
Depreciation and amortization expense [Abstract] | ||||||||||||
Total depreciation and amortization expense | 18.5 | 17.4 | 16.3 | |||||||||
Capital spending [Abstract] | ||||||||||||
Total capital spending | 19.5 | 25.6 | 21.4 | |||||||||
Assets | ||||||||||||
Total assets | 424 | 411.9 | 424 | 411.9 | 424 | |||||||
Corporate/Other | ||||||||||||
Income before taxes [Abstract] | ||||||||||||
Net (loss) income | (55.8) | (40.6) | (33.8) | |||||||||
Depreciation and amortization expense [Abstract] | ||||||||||||
Total depreciation and amortization expense | 6.9 | 4.5 | 3.4 | |||||||||
Capital spending [Abstract] | ||||||||||||
Total capital spending | 18 | 3.1 | $ 0.8 | |||||||||
Assets | ||||||||||||
Total assets | $ 302.9 | $ 595.1 | $ 302.9 | $ 595.1 | $ 302.9 |
SEGMENT INFORMATION (Details 2)
SEGMENT INFORMATION (Details 2) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Sales By Geographic Area [Abstract] | |||||||||||
Sales | $ 1,385.7 | $ 1,452.7 | $ 1,364 | $ 1,348.2 | $ 1,267.4 | $ 533.6 | $ 535.4 | $ 518 | $ 5,550.6 | $ 2,854.4 | $ 2,241.2 |
Long-Lived Assets | 3,704.9 | 3,953.4 | 3,704.9 | 3,953.4 | |||||||
United States | |||||||||||
Sales By Geographic Area [Abstract] | |||||||||||
Sales | 3,356.8 | 2,208.5 | 2,051.4 | ||||||||
Long-Lived Assets | 3,352.2 | 3,561.7 | 3,352.2 | 3,561.7 | |||||||
Foreign | |||||||||||
Sales By Geographic Area [Abstract] | |||||||||||
Sales | 2,193.8 | 645.9 | $ 189.8 | ||||||||
Long-Lived Assets | $ 352.7 | $ 391.7 | $ 352.7 | $ 391.7 |
ENVIRONMENTAL (Details 1)
ENVIRONMENTAL (Details 1) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Accrued liabilities for unasserted claims | $ 2 | ||
Maximum period for required site OM and M expense accrual (in years) | 30 | ||
Accrual for environmental loss contingencies [Roll Forward] | |||
Beginning balance | $ 138.1 | $ 138.3 | |
Charges to income | 9.2 | 15.7 | $ 9.6 |
Remedial and investigatory spending | (10.3) | (14.1) | |
Currency translation adjustments | 0.3 | (1.8) | |
Ending balance | 137.3 | 138.1 | $ 138.3 |
Reserves for environmental expenditures-noncurrent | 120.3 | $ 119.1 | |
Future environmental expenditures expected to be utilized over the next 5 years | 77.8 | ||
Future environmental expenditures expected to be utilized over the next 6 to 10 years | 16.1 | ||
Future environmental expenditures expected to be utilized beyond 10 years | $ 43.4 | ||
Number of sites included in the total estimated environmental liability | 64 | ||
Number of USEPA NPL sites | 16 | ||
Number of sites which constituted the largest portion of the environmental liability | 9 | ||
Percentage of environmental liability that the larger sites made up (in hundredths) | 79.00% | ||
Number of sites which constituted the smallest portion of the environmental liability | 55 | ||
Percentage of environmental liability any one of the smallest sites made up, maximum (in hundredths) | 3.00% | ||
Number of larger sites in which part of the site is subject to a remedial investigation and another part is in the long-term OM and M stage | 4 | ||
Number of larger sites remedial design being developed | 1 | ||
Number of larger sites subject to remedial investigation and remedial design being developed | 1 | ||
Number of larger sites in which a remedial investigation is being performed | 1 | ||
Number of larger sites which are in long-term OM and M | 2 | ||
Percentage of environmental liability any one of the largest sites made up., maximum (in hundredths) | 23.00% | ||
Possible additional contingent environmental liabilities | $ 60 | ||
Minimum | |||
Expected annual environmental-related cash outlay for site investigation and remediation | 15 | ||
Maximum | |||
Expected annual environmental-related cash outlay for site investigation and remediation | $ 25 |
ENVIRONMENTAL (Details 2)
ENVIRONMENTAL (Details 2) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Environmental Remediation Obligations [Abstract] | |||
Charges to income | $ 9.2 | $ 15.7 | $ 9.6 |
Recoveries from third parties of costs incurred and expensed in prior periods | 0 | 0 | (1.4) |
Total environmental expense (income) | $ 9.2 | $ 15.7 | $ 8.2 |
COMMITMENTS AND CONTINGENCIE130
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Future minimum operating leases [Abstract] | |||
2,017 | $ 78.8 | ||
2,018 | 65.9 | ||
2,019 | 51.9 | ||
2,020 | 38.5 | ||
2,021 | 26.9 | ||
Thereafter | 77.6 | ||
Total operating leases | 339.6 | ||
Future minimum purchase commitments [Abstract] | |||
2,017 | 603.1 | ||
2,018 | 514.8 | ||
2,019 | 497.5 | ||
2,020 | 494.4 | ||
2,021 | 493.8 | ||
Thereafter | 2,992.2 | ||
Total purchase commitments | 5,595.8 | ||
Total rent expense charged to operations | 95.5 | $ 75.1 | $ 66.8 |
2017 Supply Contract Payment | 209.4 | ||
Legal action liabilities | 13.6 | 21.2 | |
Insurance Recoveries | 11 | 57.4 | |
Reduction in Cost of Goods Sold Due to Insurance Recoveries | 10.5 | ||
Reduction in Selling and Administration Due to Insurance Recoveries | 0.9 | ||
Gain in Other Operating Income due to Insurance Recoveries | $ 11 | 46 | $ 0 |
Proceeds from Property Damage Portion of Insurance Recoveries | 25.8 | ||
Minimum | |||
Future minimum purchase commitments [Abstract] | |||
Q4 2020 Supply Contract Payment | 425 | ||
Maximum | |||
Future minimum purchase commitments [Abstract] | |||
Q4 2020 Supply Contract Payment | $ 465 |
DERIVATIVE FINANCIAL INSTRUM131
DERIVATIVE FINANCIAL INSTRUMENTS (Details Textuals) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2012 | |
Derivative [Line Items] | ||||||
Commodity Forward Contracts with Counterparty Wells Fargo | $ 41.7 | |||||
Commodity forward contracts with Citibank | $ 22 | |||||
Commodity Forward Contracts with Counterparty Merrill Lynch | 19.8 | |||||
Commodity Forward Contracts with Counterparty JPMorgan Chase | 18.1 | |||||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | (1.1) | |||||
Gain (Loss) on Cash Flow Hedge Ineffectiveness, Net | 0 | 0 | $ 0 | |||
CashCollateralProvidedByUsToCounterparties | 5.6 | |||||
Derivative Liability, Fair Value, Gross Liability | 29.8 | 13.2 | ||||
Notional Amount on Discontinuation of Interest Rate Fair Value Hedge | $ 73.1 | |||||
Deferred Gain (Loss) on Discontinuation of Interest Rate Fair Value Hedge | (0.1) | $ 2.2 | ||||
Forward Contracts | ||||||
Derivative [Line Items] | ||||||
Derivative, Notional Amount | 73.2 | 21.7 | ||||
Forward Contracts Sell | ||||||
Derivative [Line Items] | ||||||
Derivative, Notional Amount | 100.8 | 10.1 | ||||
Interest Rate Swaps Designated As Fair Value Hedges | ||||||
Derivative [Line Items] | ||||||
Derivative, Notional Amount | 500 | $ 0 | $ 250 | $ 250 | ||
Derivative Liability, Fair Value, Gross Liability | 28.5 | |||||
Derivative, Gain (Loss) on Derivative, Net | 2.6 | |||||
Fixed Interest Rate Swaps $1,100M (Tranche 1) [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, Notional Amount | 1,100 | |||||
Fixed Interest Rate Swaps $900M (Tranche 2) [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, Notional Amount | 900 | |||||
Fixed Interest Rate Swaps $400M (Tranche 3) [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, Notional Amount | $ 400 | |||||
Interest Rate Contract Gains | ||||||
Derivative [Line Items] | ||||||
Cash Flow Hedges Derivative Instruments at Fair Value, Net | (9.6) | |||||
Commodity Contract | ||||||
Derivative [Line Items] | ||||||
Cash Flow Hedges Derivative Instruments at Fair Value, Net | (11.1) | |||||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | $ (6.2) |
DERIVATIVE FINANCIAL INSTRUM132
DERIVATIVE FINANCIAL INSTRUMENTS (Details 1) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Copper Commodity Forward Contracts | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 35.8 | $ 43.6 |
Zinc Commodity Forward Contracts | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | 8 | 8.7 |
Lead Commodity Forward Contracts | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | 3.4 | 9.3 |
Natural Gas Commodity Forward Contracts | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 54.4 | $ 2 |
DERIVATIVE FINANCIAL INSTRUM133
DERIVATIVE FINANCIAL INSTRUMENTS (Details 2) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | $ 21.2 | $ 1.2 |
Derivative Liability, Fair Value, Gross Liability | 29.8 | 13.2 |
Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 21.1 | 0 |
Derivative Liability, Fair Value, Gross Liability | 28.6 | 13 |
Designated as Hedging Instrument | Interest Rate Contract Gains | Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 1.9 | 0 |
Designated as Hedging Instrument | Interest Rate Contract Gains | Other Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 7.7 | 0 |
Designated as Hedging Instrument | Interest Rate Contract Gains | Current Installments of Long-term Debt | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 0.1 | 1.2 |
Designated as Hedging Instrument | Interest Rate Contract Gains | Long-term Debt | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 0 | 0.4 |
Designated as Hedging Instrument | Interest Rate Contract Loss | Other Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 28.5 | 0 |
Designated as Hedging Instrument | Commodity Contracts Losses | Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | (1.7) | 0 |
Designated as Hedging Instrument | Commodity Contracts Losses | Accrued Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 0 | 11.5 |
Designated as Hedging Instrument | Commodity Contracts Gains | Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 13.2 | 0 |
Designated as Hedging Instrument | Commodity Contracts Gains | Accrued Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 0 | (0.1) |
Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 0.1 | 1.2 |
Derivative Liability, Fair Value, Gross Liability | 1.2 | 0.2 |
Not Designated as Hedging Instrument | Interest Rate Contract Gains | Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 0 | 1.2 |
Not Designated as Hedging Instrument | Interest Rate Contract Gains | Accrued Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 |
Not Designated as Hedging Instrument | Interest Rate Contract Loss | Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 0 | (0.1) |
Not Designated as Hedging Instrument | Interest Rate Contract Loss | Accrued Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 |
Not Designated as Hedging Instrument | Commodity Contracts Losses | Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 0 | 0 |
Not Designated as Hedging Instrument | Commodity Contracts Losses | Accrued Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 0 | 0.2 |
Not Designated as Hedging Instrument | Foreign Exchange Contract Loss | Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | (0.5) | 0 |
Not Designated as Hedging Instrument | Foreign Exchange Contract Loss | Accrued Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 1.7 | 0 |
Not Designated as Hedging Instrument | Foreign Exchange Contract | Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 0.6 | 0.1 |
Not Designated as Hedging Instrument | Foreign Exchange Contract | Accrued Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | $ (0.5) | $ 0 |
DERIVATIVE FINANCIAL INSTRUM134
DERIVATIVE FINANCIAL INSTRUMENTS (Details 3) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | $ 26.3 | $ (13.9) | $ (10.2) |
Not Designated as Hedging Instrument | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net | (11.5) | (2.1) | 1.4 |
Commodity Contract | Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 16.7 | (13.9) | (10.2) |
Commodity Contract | Cost of Sales | Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | (5.8) | (9.7) | (1.8) |
Commodity Contract | Cost of Sales | Not Designated as Hedging Instrument | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net | (0.4) | (2.2) | 1.4 |
Interest Rate Contract Gains | Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 9.6 | 0 | 0 |
Interest Rate Contract Gains | Interest Expense | Fair Value Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net | 3.7 | 2.8 | 2.9 |
Foreign Exchange Contract | Selling and Administrative Expenses | Not Designated as Hedging Instrument | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net | $ (11.1) | $ 0.1 | $ 0 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Textuals) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | |||
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | $ 0 | ||
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount | 0 | ||
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount | 0 | ||
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount | 0 | ||
Assets, Fair Value Disclosure, Nonrecurring | $ 0 | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS (Det136
FAIR VALUE MEASUREMENTS (Details 1) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest Rate Swap Asset Fair Value Disclosure | $ 9.6 | $ 1.1 |
Commodity Forward Contracts Asset Fair Value Disclosure | 11.5 | |
Foreign Currency Contract, Asset, Fair Value Disclosure | 0.1 | 0.1 |
Interest Rate Swap Liability Fair Value Disclosure | 28.6 | 1.6 |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 1.2 | |
Commodity Forward Contracts Liability Fair Value Disclosure | 11.6 | |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest Rate Swap Asset Fair Value Disclosure | 0 | 0 |
Commodity Forward Contracts Asset Fair Value Disclosure | 0 | |
Foreign Currency Contract, Asset, Fair Value Disclosure | 0 | 0 |
Interest Rate Swap Liability Fair Value Disclosure | 0 | 0 |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | |
Commodity Forward Contracts Liability Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest Rate Swap Asset Fair Value Disclosure | 9.6 | 1.1 |
Commodity Forward Contracts Asset Fair Value Disclosure | 11.5 | |
Foreign Currency Contract, Asset, Fair Value Disclosure | 0.1 | 0.1 |
Interest Rate Swap Liability Fair Value Disclosure | 28.6 | 1.6 |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 1.2 | |
Commodity Forward Contracts Liability Fair Value Disclosure | 11.6 | |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest Rate Swap Asset Fair Value Disclosure | 0 | 0 |
Commodity Forward Contracts Asset Fair Value Disclosure | 0 | |
Foreign Currency Contract, Asset, Fair Value Disclosure | 0 | 0 |
Interest Rate Swap Liability Fair Value Disclosure | 0 | 0 |
Foreign Currency Contracts, Liability, Fair Value Disclosure | $ 0 | |
Commodity Forward Contracts Liability Fair Value Disclosure | $ 0 |
FAIR VALUE MEASUREMENTS (Det137
FAIR VALUE MEASUREMENTS (Details 2) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Long-term Debt, Fair Value | $ 3,856.7 | $ 3,979.9 |
Debt, Long-term and Short-term, Combined Amount | 3,617.6 | 3,848.8 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Long-term Debt, Fair Value | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Long-term Debt, Fair Value | 3,703.7 | 3,826.9 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Long-term Debt, Fair Value | $ 153 | $ 153 |
SUPPLEMENTAL GUARANTOR FINAN138
SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (Detail Textuals) $ in Millions | Oct. 05, 2015USD ($) |
2023 Notes | |
Business Acquisition [Line Items] | |
2023 Senior Notes | $ 720 |
2025 Notes | |
Business Acquisition [Line Items] | |
2025 Senior Notes | $ 500 |
SUPPLEMENTAL GUARANTOR FINAN139
SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (Balance Sheet)(Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Supplemental Guarantor Financial Information Balance Sheets [Line Items] | ||||
Cash and cash equivalents | $ 184.5 | $ 392 | $ 256.8 | $ 307.8 |
Receivables, net | 675 | 783.4 | ||
Intercompany receivables | 0 | 0 | ||
Income taxes receivable | 25.5 | 32.9 | ||
Inventories | 630.4 | 685.2 | ||
Current deferred income taxes | 0 | |||
Other Assets, Current | 30.8 | 39.9 | ||
Total current assets | 1,546.2 | 1,933.4 | ||
Property, Plant and Equipment, Net | 3,704.9 | 3,953.4 | ||
Investment in subsidiaries | 0 | 0 | ||
Deferred income taxes | 119.5 | 95.9 | ||
Other Assets, Noncurrent | 644.4 | 454.6 | ||
Long-term receivables—affiliates | 0 | 0 | ||
Intangible assets, net | 629.6 | 677.5 | ||
Goodwill | 2,118 | 2,174.1 | 747.1 | |
Total assets | 8,762.6 | 9,288.9 | ||
Current installments of long-term debt | 80.5 | 205 | ||
Accounts payable | 570.8 | 608.2 | ||
Intercompany payables | 0 | 0 | ||
Income taxes payable | 7.5 | 4.9 | ||
Accrued Liabilities, Current | 263.8 | 328.1 | ||
Total current liabilities | 922.6 | 1,146.2 | ||
Total long-term debt | 3,537.1 | 3,643.8 | ||
Accrued pension liability | 638.1 | 648.9 | ||
Deferred income taxes | 1,032.5 | 1,095.2 | ||
Long-term payables—affiliates | 0 | 0 | ||
Other Liabilities, Noncurrent | 359.3 | 336 | ||
Total liabilities | 6,489.6 | 6,870.1 | ||
Commitments and contingencies | ||||
Common Stock, Value, Issued | 165.4 | 165.1 | ||
Additional Paid in Capital, Common Stock | 2,243.8 | 2,236.4 | ||
Accumulated other comprehensive loss | (510) | (492.5) | (443.1) | (365.1) |
Retained Earnings (Accumulated Deficit) | 373.8 | 509.8 | ||
Total shareholders' equity | 2,273 | 2,418.8 | 1,013.3 | 1,101.1 |
Liabilities and Equity | 8,762.6 | 9,288.9 | ||
Parent Guarantor | ||||
Supplemental Guarantor Financial Information Balance Sheets [Line Items] | ||||
Cash and cash equivalents | 25.2 | 119.4 | 239.4 | 296.8 |
Receivables, net | 88.3 | 107.7 | ||
Intercompany receivables | 0 | 0 | ||
Income taxes receivable | 19 | 27.3 | ||
Inventories | 167.7 | 166 | ||
Current deferred income taxes | 0 | |||
Other Assets, Current | 164.7 | 152.1 | ||
Total current assets | 464.9 | 572.5 | ||
Property, Plant and Equipment, Net | 510.1 | 508.7 | ||
Investment in subsidiaries | 6,035.2 | 5,905 | ||
Deferred income taxes | 133.5 | 155.6 | ||
Other Assets, Noncurrent | 48.1 | 43.5 | ||
Long-term receivables—affiliates | 0 | 0 | ||
Intangible assets, net | 0.4 | 0.5 | ||
Goodwill | 0 | 0 | ||
Total assets | 7,192.2 | 7,185.8 | ||
Current installments of long-term debt | 0.6 | 192.8 | ||
Accounts payable | 45.3 | 37.3 | ||
Intercompany payables | 1,882.8 | 1,169.2 | ||
Income taxes payable | 0 | 1.5 | ||
Accrued Liabilities, Current | 124.9 | 227.8 | ||
Total current liabilities | 2,053.6 | 1,628.6 | ||
Total long-term debt | 913.9 | 1,084 | ||
Accrued pension liability | 453.7 | 484.3 | ||
Deferred income taxes | 0 | 0 | ||
Long-term payables—affiliates | 1,209.1 | 1,296.4 | ||
Other Liabilities, Noncurrent | 288.9 | 273.7 | ||
Total liabilities | 4,919.2 | 4,767 | ||
Commitments and contingencies | ||||
Common Stock, Value, Issued | 165.4 | 165.1 | ||
Additional Paid in Capital, Common Stock | 2,243.8 | 2,236.4 | ||
Accumulated other comprehensive loss | (510) | (492.5) | ||
Retained Earnings (Accumulated Deficit) | 373.8 | 509.8 | ||
Total shareholders' equity | 2,273 | 2,418.8 | ||
Liabilities and Equity | 7,192.2 | 7,185.8 | ||
Issuer | ||||
Supplemental Guarantor Financial Information Balance Sheets [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Receivables, net | 0 | 0 | ||
Intercompany receivables | 0 | 76.1 | ||
Income taxes receivable | 0 | 0 | ||
Inventories | 0 | 0 | ||
Current deferred income taxes | 0 | |||
Other Assets, Current | 3.4 | 5 | ||
Total current assets | 3.4 | 81.1 | ||
Property, Plant and Equipment, Net | 0 | 0 | ||
Investment in subsidiaries | 3,734.7 | 3,636.3 | ||
Deferred income taxes | 0 | 0 | ||
Other Assets, Noncurrent | 0 | 0 | ||
Long-term receivables—affiliates | 2,194.2 | 2,562.6 | ||
Intangible assets, net | 5.7 | 0 | ||
Goodwill | 966.3 | 990.2 | ||
Total assets | 6,904.3 | 7,270.2 | ||
Current installments of long-term debt | 67.5 | 0 | ||
Accounts payable | 0 | 0 | ||
Intercompany payables | 29.5 | 0 | ||
Income taxes payable | 0 | 0 | ||
Accrued Liabilities, Current | 0 | 0 | ||
Total current liabilities | 97 | 0 | ||
Total long-term debt | 2,413.3 | 2,547.4 | ||
Accrued pension liability | 0 | 0 | ||
Deferred income taxes | 223.6 | 294.8 | ||
Long-term payables—affiliates | 0 | 286.5 | ||
Other Liabilities, Noncurrent | 6.6 | 0 | ||
Total liabilities | 2,740.5 | 3,128.7 | ||
Commitments and contingencies | ||||
Common Stock, Value, Issued | 0 | 0 | ||
Additional Paid in Capital, Common Stock | 4,125.7 | 4,146.1 | ||
Accumulated other comprehensive loss | 0 | 0 | ||
Retained Earnings (Accumulated Deficit) | 38.1 | (4.6) | ||
Total shareholders' equity | 4,163.8 | 4,141.5 | ||
Liabilities and Equity | 6,904.3 | 7,270.2 | ||
Subsidiary Non-Guarantor | ||||
Supplemental Guarantor Financial Information Balance Sheets [Line Items] | ||||
Cash and cash equivalents | 159.3 | 272.6 | 17.4 | 11 |
Receivables, net | 586.7 | 679.4 | ||
Intercompany receivables | 1,912.3 | 1,093.1 | ||
Income taxes receivable | 7.3 | 5.7 | ||
Inventories | 462.7 | 519.2 | ||
Current deferred income taxes | 2.7 | |||
Other Assets, Current | 1.2 | 4.6 | ||
Total current assets | 3,129.5 | 2,577.3 | ||
Property, Plant and Equipment, Net | 3,194.8 | 3,444.7 | ||
Investment in subsidiaries | 0 | 0 | ||
Deferred income taxes | 103.5 | 84.9 | ||
Other Assets, Noncurrent | 596.3 | 411.1 | ||
Long-term receivables—affiliates | 0 | 0 | ||
Intangible assets, net | 623.5 | 677 | ||
Goodwill | 1,151.7 | 1,183.9 | ||
Total assets | 8,799.3 | 8,378.9 | ||
Current installments of long-term debt | 12.4 | 12.2 | ||
Accounts payable | 527.4 | 576.6 | ||
Intercompany payables | 0 | 0 | ||
Income taxes payable | 8.3 | 6.1 | ||
Accrued Liabilities, Current | 277.5 | 221.3 | ||
Total current liabilities | 825.6 | 816.2 | ||
Total long-term debt | 209.9 | 12.4 | ||
Accrued pension liability | 184.4 | 164.6 | ||
Deferred income taxes | 926.4 | 945.1 | ||
Long-term payables—affiliates | 985.1 | 979.7 | ||
Other Liabilities, Noncurrent | 63.8 | 61.1 | ||
Total liabilities | 3,195.2 | 2,979.1 | ||
Commitments and contingencies | ||||
Common Stock, Value, Issued | 14.6 | 14.6 | ||
Additional Paid in Capital, Common Stock | 4,808.2 | 4,789.6 | ||
Accumulated other comprehensive loss | (7) | (31.7) | ||
Retained Earnings (Accumulated Deficit) | 788.3 | 627.3 | ||
Total shareholders' equity | 5,604.1 | 5,399.8 | ||
Liabilities and Equity | 8,799.3 | 8,378.9 | ||
Eliminations | ||||
Supplemental Guarantor Financial Information Balance Sheets [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Receivables, net | 0 | (3.7) | ||
Intercompany receivables | (1,912.3) | (1,169.2) | ||
Income taxes receivable | (0.8) | (0.1) | ||
Inventories | 0 | 0 | ||
Current deferred income taxes | (2.7) | |||
Other Assets, Current | (138.5) | (121.8) | ||
Total current assets | (2,051.6) | (1,297.5) | ||
Property, Plant and Equipment, Net | 0 | 0 | ||
Investment in subsidiaries | (9,769.9) | (9,541.3) | ||
Deferred income taxes | (117.5) | (144.6) | ||
Other Assets, Noncurrent | 0 | 0 | ||
Long-term receivables—affiliates | (2,194.2) | (2,562.6) | ||
Intangible assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Total assets | (14,133.2) | (13,546) | ||
Current installments of long-term debt | 0 | 0 | ||
Accounts payable | (1.9) | (5.7) | ||
Intercompany payables | (1,912.3) | (1,169.2) | ||
Income taxes payable | (0.8) | (2.7) | ||
Accrued Liabilities, Current | (138.6) | (121) | ||
Total current liabilities | (2,053.6) | (1,298.6) | ||
Total long-term debt | 0 | 0 | ||
Accrued pension liability | 0 | 0 | ||
Deferred income taxes | (117.5) | (144.7) | ||
Long-term payables—affiliates | (2,194.2) | (2,562.6) | ||
Other Liabilities, Noncurrent | 0 | 1.2 | ||
Total liabilities | (4,365.3) | (4,004.7) | ||
Commitments and contingencies | ||||
Common Stock, Value, Issued | (14.6) | (14.6) | ||
Additional Paid in Capital, Common Stock | (8,933.9) | (8,935.7) | ||
Accumulated other comprehensive loss | 7 | 31.7 | ||
Retained Earnings (Accumulated Deficit) | (826.4) | (622.7) | ||
Total shareholders' equity | (9,767.9) | (9,541.3) | ||
Liabilities and Equity | $ (14,133.2) | $ (13,546) |
SUPPLEMENTAL GUARANTOR FINAN140
SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (Statements of Operations)(Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | 74 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | |
Supplemental Guarantor Financial Information Statement of Operations [Line Items] | ||||||||||||
Sales | $ 1,385.7 | $ 1,452.7 | $ 1,364 | $ 1,348.2 | $ 1,267.4 | $ 533.6 | $ 535.4 | $ 518 | $ 5,550.6 | $ 2,854.4 | $ 2,241.2 | |
Cost of goods sold | 1,227 | 1,284.4 | 1,236.9 | 1,175.4 | 1,148.1 | 460 | 445.5 | 433.2 | 4,923.7 | 2,486.8 | 1,853.2 | |
Selling and administration | 323.2 | 186.3 | 166.1 | |||||||||
Restructuring charges | 112.9 | 2.7 | 15.7 | $ 190.2 | ||||||||
Acquisition-related costs | 48.8 | 123.4 | 4.2 | |||||||||
Other operating (expense) income | 10.6 | 45.7 | 1.5 | |||||||||
Operating income (loss) | 152.6 | 100.9 | 203.5 | |||||||||
Earnings of non-consolidated affiliates | 1.7 | 1.7 | 1.7 | |||||||||
Equity (loss) income in subsidiaries | 0 | 0 | 0 | |||||||||
Interest Expense | 191.9 | 97 | 43.8 | |||||||||
Interest income | 3.4 | 1.1 | 1.3 | |||||||||
Net (loss) income | (34.2) | 6.7 | 162.7 | |||||||||
Income tax (benefit) provision | (30.3) | 8.1 | 57.7 | |||||||||
Net (loss) income | $ 17.5 | $ 17.5 | $ (1) | $ (37.9) | $ (62.7) | $ 5.9 | $ 42.3 | $ 13.1 | (3.9) | (1.4) | 105.7 | |
Income (loss) from continuing operations | (3.9) | (1.4) | 105 | |||||||||
Income from discontinued operations, net | 0 | 0 | 0.7 | |||||||||
Parent Guarantor | ||||||||||||
Supplemental Guarantor Financial Information Statement of Operations [Line Items] | ||||||||||||
Sales | 1,321.3 | 1,215.4 | 1,373.2 | |||||||||
Cost of goods sold | 1,128.7 | 1,057.8 | 1,148.1 | |||||||||
Selling and administration | 138.1 | 110 | 90.7 | |||||||||
Restructuring charges | 0.8 | 0.7 | 4.8 | |||||||||
Acquisition-related costs | 47.4 | 117.9 | 4.2 | |||||||||
Other operating (expense) income | (2.2) | (4) | 0.9 | |||||||||
Operating income (loss) | 4.1 | (75) | 126.3 | |||||||||
Earnings of non-consolidated affiliates | 1.7 | 1.7 | 1.7 | |||||||||
Equity (loss) income in subsidiaries | 16.2 | 90.2 | 48.8 | |||||||||
Interest Expense | 38.8 | 60.9 | 47 | |||||||||
Interest income | 4.7 | 3.1 | 2.5 | |||||||||
Net (loss) income | (12.1) | (40.9) | 132.3 | |||||||||
Income tax (benefit) provision | (8.2) | (39.5) | 27.3 | |||||||||
Net (loss) income | (3.9) | (1.4) | 105.7 | |||||||||
Income (loss) from continuing operations | 105 | |||||||||||
Income from discontinued operations, net | 0.7 | |||||||||||
Issuer | ||||||||||||
Supplemental Guarantor Financial Information Statement of Operations [Line Items] | ||||||||||||
Sales | 0 | 0 | 0 | |||||||||
Cost of goods sold | 0 | 0 | 0 | |||||||||
Selling and administration | 0 | 0 | 0 | |||||||||
Restructuring charges | 0 | 0 | 0 | |||||||||
Acquisition-related costs | 0 | 0 | 0 | |||||||||
Other operating (expense) income | 0 | 0 | 0 | |||||||||
Operating income (loss) | 0 | 0 | 0 | |||||||||
Earnings of non-consolidated affiliates | 0 | 0 | 0 | |||||||||
Equity (loss) income in subsidiaries | 139 | 19.7 | 0 | |||||||||
Interest Expense | 153.9 | 37 | 0 | |||||||||
Interest income | 0 | 0 | 0 | |||||||||
Net (loss) income | (14.9) | (17.3) | 0 | |||||||||
Income tax (benefit) provision | (57.6) | (12.7) | 0 | |||||||||
Net (loss) income | 42.7 | (4.6) | 0 | |||||||||
Income (loss) from continuing operations | 0 | |||||||||||
Income from discontinued operations, net | 0 | |||||||||||
Subsidiary Non-Guarantor | ||||||||||||
Supplemental Guarantor Financial Information Statement of Operations [Line Items] | ||||||||||||
Sales | 4,720.2 | 2,002.5 | 1,285.5 | |||||||||
Cost of goods sold | 4,285.9 | 1,792.5 | 1,122.6 | |||||||||
Selling and administration | 185.1 | 76.3 | 75.4 | |||||||||
Restructuring charges | 112.1 | 2 | 10.9 | |||||||||
Acquisition-related costs | 1.4 | 5.5 | 0 | |||||||||
Other operating (expense) income | 12.8 | 49.7 | 0.6 | |||||||||
Operating income (loss) | 148.5 | 175.9 | 77.2 | |||||||||
Earnings of non-consolidated affiliates | 0 | 0 | 0 | |||||||||
Equity (loss) income in subsidiaries | 0 | 0 | 0 | |||||||||
Interest Expense | 4.7 | 4.5 | 1.3 | |||||||||
Interest income | 4.2 | 3.4 | 3.3 | |||||||||
Net (loss) income | 148 | 174.8 | 79.2 | |||||||||
Income tax (benefit) provision | 35.5 | 60.3 | 30.4 | |||||||||
Net (loss) income | 112.5 | 114.5 | 48.8 | |||||||||
Income (loss) from continuing operations | 48.8 | |||||||||||
Income from discontinued operations, net | 0 | |||||||||||
Eliminations | ||||||||||||
Supplemental Guarantor Financial Information Statement of Operations [Line Items] | ||||||||||||
Sales | (490.9) | (363.5) | (417.5) | |||||||||
Cost of goods sold | (490.9) | (363.5) | (417.5) | |||||||||
Selling and administration | 0 | 0 | 0 | |||||||||
Restructuring charges | 0 | 0 | 0 | |||||||||
Acquisition-related costs | 0 | 0 | 0 | |||||||||
Other operating (expense) income | 0 | 0 | 0 | |||||||||
Operating income (loss) | 0 | 0 | 0 | |||||||||
Earnings of non-consolidated affiliates | 0 | 0 | 0 | |||||||||
Equity (loss) income in subsidiaries | (155.2) | (109.9) | (48.8) | |||||||||
Interest Expense | (5.5) | (5.4) | (4.5) | |||||||||
Interest income | (5.5) | (5.4) | (4.5) | |||||||||
Net (loss) income | (155.2) | (109.9) | (48.8) | |||||||||
Income tax (benefit) provision | 0 | 0 | 0 | |||||||||
Net (loss) income | $ (155.2) | $ (109.9) | (48.8) | |||||||||
Income (loss) from continuing operations | (48.8) | |||||||||||
Income from discontinued operations, net | $ 0 |
SUPPLEMENTAL GUARANTOR FINAN141
SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (Statements of Comprehensive Income)(Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental Guarantor Financial Information Statements Of Comprehensive Income [Line Items] | |||||||||||
Net (loss) income | $ 17.5 | $ 17.5 | $ (1) | $ (37.9) | $ (62.7) | $ 5.9 | $ 42.3 | $ 13.1 | $ (3.9) | $ (1.4) | $ 105.7 |
Foreign currency translation adjustments, net | (12) | (9.8) | (1.8) | ||||||||
Unrealized gains (losses) on derivative contracts, net | 19.7 | (2.7) | (5.1) | ||||||||
Pension and postretirement liability adjustments, net | (37.5) | (78.8) | (86.6) | ||||||||
Amortization of prior service costs and actuarial losses, net | 12.3 | 41.9 | 15.5 | ||||||||
Other comprehensive (loss) income | (17.5) | (49.4) | (78) | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (21.4) | (50.8) | 27.7 | ||||||||
Parent Guarantor | |||||||||||
Supplemental Guarantor Financial Information Statements Of Comprehensive Income [Line Items] | |||||||||||
Net (loss) income | (3.9) | (1.4) | 105.7 | ||||||||
Foreign currency translation adjustments, net | 0 | 0 | 0 | ||||||||
Unrealized gains (losses) on derivative contracts, net | 19.7 | (2.7) | (5.1) | ||||||||
Pension and postretirement liability adjustments, net | (25.3) | (73.7) | (83.4) | ||||||||
Amortization of prior service costs and actuarial losses, net | 10.9 | 39.6 | 14.1 | ||||||||
Other comprehensive (loss) income | 5.3 | (36.8) | (74.4) | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 1.4 | (38.2) | 31.3 | ||||||||
Issuer | |||||||||||
Supplemental Guarantor Financial Information Statements Of Comprehensive Income [Line Items] | |||||||||||
Net (loss) income | 42.7 | (4.6) | 0 | ||||||||
Foreign currency translation adjustments, net | 0 | 0 | 0 | ||||||||
Unrealized gains (losses) on derivative contracts, net | 0 | 0 | 0 | ||||||||
Pension and postretirement liability adjustments, net | 0 | 0 | 0 | ||||||||
Amortization of prior service costs and actuarial losses, net | 0 | 0 | 0 | ||||||||
Other comprehensive (loss) income | 0 | 0 | 0 | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 42.7 | (4.6) | 0 | ||||||||
Subsidiary Non-Guarantor | |||||||||||
Supplemental Guarantor Financial Information Statements Of Comprehensive Income [Line Items] | |||||||||||
Net (loss) income | 112.5 | 114.5 | 48.8 | ||||||||
Foreign currency translation adjustments, net | (12) | (9.8) | (1.8) | ||||||||
Unrealized gains (losses) on derivative contracts, net | 0 | 0 | 0 | ||||||||
Pension and postretirement liability adjustments, net | (12.2) | (5.1) | (3.2) | ||||||||
Amortization of prior service costs and actuarial losses, net | 1.4 | 2.3 | 1.4 | ||||||||
Other comprehensive (loss) income | (22.8) | (12.6) | (3.6) | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 89.7 | 101.9 | 45.2 | ||||||||
Eliminations | |||||||||||
Supplemental Guarantor Financial Information Statements Of Comprehensive Income [Line Items] | |||||||||||
Net (loss) income | (155.2) | (109.9) | (48.8) | ||||||||
Foreign currency translation adjustments, net | 0 | 0 | 0 | ||||||||
Unrealized gains (losses) on derivative contracts, net | 0 | 0 | 0 | ||||||||
Pension and postretirement liability adjustments, net | 0 | 0 | 0 | ||||||||
Amortization of prior service costs and actuarial losses, net | 0 | 0 | 0 | ||||||||
Other comprehensive (loss) income | 0 | 0 | 0 | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ (155.2) | $ (109.9) | $ (48.8) |
SUPPLEMENTAL GUARANTOR FINAN142
SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (Cash Flows)(Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental Guarantor Financial Information Statements Of Cash Flows [Line Items] | |||
Net Cash Provided by (Used in) Operating Activities | $ 603.2 | $ 217.1 | $ 159.2 |
Payments to Acquire Property, Plant, and Equipment | (278) | (130.9) | (71.8) |
Business acquired and related transactions, net of cash acquired | (69.5) | (408.1) | 0 |
Payments under long-term supply contract | (175.7) | 0 | 0 |
Proceeds from sale/leaseback of equipment | 40.4 | 0 | |
Proceeds from disposition of property, plant and equipment | 0.5 | 26.2 | 5.6 |
Increase (Decrease) in Restricted Cash | 0 | 0 | 4.2 |
Proceeds from Contributions from Affiliates | 8.8 | 8.8 | 0 |
Payments for (Proceeds from) Other Investing Activities | 0 | 0 | 0.3 |
Net Cash Provided by (Used in) Investing Activities | (473.5) | (504) | (61.7) |
Borrowings | 230 | 1,275 | 150 |
Long-term debt repayments | (435.3) | (730.7) | (162.4) |
Financing portion of earn out payment - SunBelt | 0 | 0 | (14.8) |
Payments for Repurchase of Common Stock | 0 | 0 | (64.8) |
Stock options exercised | 0.5 | 2.2 | 6.6 |
Excess tax benefits from stock-based compensation | 0.4 | 0.4 | 1.1 |
Payments of Dividends | (132.1) | (79.5) | (63) |
Debt and equity issuance costs | (1) | (45.2) | (1.2) |
Intercompany Financing Activities | 0 | 0 | 0 |
Net Cash Provided by (Used in) Financing Activities | (337.5) | 422.2 | (148.5) |
Effect of exchange rate changes on cash and cash equivalents | 0.3 | (0.1) | 0 |
Cash and Cash Equivalents, Period Increase (Decrease) | (207.5) | 135.2 | (51) |
Cash and cash equivalents, end of year | 184.5 | 392 | 256.8 |
Parent Guarantor | |||
Supplemental Guarantor Financial Information Statements Of Cash Flows [Line Items] | |||
Net Cash Provided by (Used in) Operating Activities | 702.6 | (70.6) | 134.7 |
Payments to Acquire Property, Plant, and Equipment | (65.7) | (74) | (51.3) |
Business acquired and related transactions, net of cash acquired | (69.5) | (408.1) | |
Payments under long-term supply contract | 0 | ||
Proceeds from sale/leaseback of equipment | 0 | ||
Proceeds from disposition of property, plant and equipment | 0.2 | 1.7 | 3.5 |
Increase (Decrease) in Restricted Cash | 4.2 | ||
Proceeds from Contributions from Affiliates | 8.8 | 8.8 | |
Payments for (Proceeds from) Other Investing Activities | 0 | ||
Net Cash Provided by (Used in) Investing Activities | (126.2) | (471.6) | (43.6) |
Borrowings | 0 | 1,275 | 150 |
Long-term debt repayments | (335.6) | (149.5) | (150.2) |
Financing portion of earn out payment - SunBelt | 0 | ||
Payments for Repurchase of Common Stock | (64.8) | ||
Stock options exercised | 0.5 | 2.2 | 6.6 |
Excess tax benefits from stock-based compensation | 0.4 | 0.4 | 1.1 |
Payments of Dividends | (132.1) | (79.5) | (63) |
Debt and equity issuance costs | 0 | (35.2) | (1.2) |
Intercompany Financing Activities | (203.8) | (591.2) | (27) |
Net Cash Provided by (Used in) Financing Activities | (670.6) | 422.2 | (148.5) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | |
Cash and Cash Equivalents, Period Increase (Decrease) | (94.2) | (120) | (57.4) |
Cash and cash equivalents, end of year | 25.2 | 119.4 | 239.4 |
Issuer | |||
Supplemental Guarantor Financial Information Statements Of Cash Flows [Line Items] | |||
Net Cash Provided by (Used in) Operating Activities | 0 | 0 | 0 |
Payments to Acquire Property, Plant, and Equipment | 0 | 0 | 0 |
Business acquired and related transactions, net of cash acquired | 0 | 0 | |
Payments under long-term supply contract | 0 | ||
Proceeds from sale/leaseback of equipment | 0 | ||
Proceeds from disposition of property, plant and equipment | 0 | 0 | 0 |
Increase (Decrease) in Restricted Cash | 0 | ||
Proceeds from Contributions from Affiliates | 0 | 0 | |
Payments for (Proceeds from) Other Investing Activities | 0 | ||
Net Cash Provided by (Used in) Investing Activities | 0 | 0 | 0 |
Borrowings | 0 | 0 | 0 |
Long-term debt repayments | (67.5) | 0 | 0 |
Financing portion of earn out payment - SunBelt | 0 | ||
Payments for Repurchase of Common Stock | 0 | ||
Stock options exercised | 0 | 0 | 0 |
Excess tax benefits from stock-based compensation | 0 | 0 | 0 |
Payments of Dividends | 0 | 0 | 0 |
Debt and equity issuance costs | (1) | (10) | 0 |
Intercompany Financing Activities | 68.5 | 10 | |
Net Cash Provided by (Used in) Financing Activities | 0 | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | |
Cash and Cash Equivalents, Period Increase (Decrease) | 0 | 0 | 0 |
Cash and cash equivalents, end of year | 0 | 0 | 0 |
Subsidiary Non-Guarantor | |||
Supplemental Guarantor Financial Information Statements Of Cash Flows [Line Items] | |||
Net Cash Provided by (Used in) Operating Activities | (99.4) | 287.7 | 24.5 |
Payments to Acquire Property, Plant, and Equipment | (212.3) | (56.9) | (20.5) |
Business acquired and related transactions, net of cash acquired | 0 | 0 | |
Payments under long-term supply contract | (175.7) | ||
Proceeds from sale/leaseback of equipment | 40.4 | ||
Proceeds from disposition of property, plant and equipment | 0.3 | 24.5 | 2.1 |
Increase (Decrease) in Restricted Cash | 0 | ||
Proceeds from Contributions from Affiliates | 0 | 0 | |
Payments for (Proceeds from) Other Investing Activities | 0.3 | ||
Net Cash Provided by (Used in) Investing Activities | (347.3) | (32.4) | (18.1) |
Borrowings | 230 | 0 | 0 |
Long-term debt repayments | (32.2) | (581.2) | (12.2) |
Financing portion of earn out payment - SunBelt | (14.8) | ||
Payments for Repurchase of Common Stock | 0 | ||
Stock options exercised | 0 | 0 | 0 |
Excess tax benefits from stock-based compensation | 0 | 0 | 0 |
Payments of Dividends | 0 | 0 | 0 |
Debt and equity issuance costs | 0 | 0 | 0 |
Intercompany Financing Activities | 135.3 | 581.2 | 27 |
Net Cash Provided by (Used in) Financing Activities | 333.1 | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0.3 | (0.1) | |
Cash and Cash Equivalents, Period Increase (Decrease) | (113.3) | 255.2 | 6.4 |
Cash and cash equivalents, end of year | 159.3 | 272.6 | 17.4 |
Eliminations | |||
Supplemental Guarantor Financial Information Statements Of Cash Flows [Line Items] | |||
Net Cash Provided by (Used in) Operating Activities | 0 | 0 | 0 |
Payments to Acquire Property, Plant, and Equipment | 0 | 0 | 0 |
Business acquired and related transactions, net of cash acquired | 0 | 0 | |
Payments under long-term supply contract | 0 | ||
Proceeds from sale/leaseback of equipment | 0 | ||
Proceeds from disposition of property, plant and equipment | 0 | 0 | 0 |
Increase (Decrease) in Restricted Cash | 0 | ||
Proceeds from Contributions from Affiliates | 0 | 0 | |
Payments for (Proceeds from) Other Investing Activities | 0 | ||
Net Cash Provided by (Used in) Investing Activities | 0 | 0 | 0 |
Borrowings | 0 | 0 | 0 |
Long-term debt repayments | 0 | 0 | 0 |
Financing portion of earn out payment - SunBelt | 0 | ||
Payments for Repurchase of Common Stock | 0 | ||
Stock options exercised | 0 | 0 | 0 |
Excess tax benefits from stock-based compensation | 0 | 0 | 0 |
Payments of Dividends | 0 | 0 | 0 |
Debt and equity issuance costs | 0 | 0 | 0 |
Intercompany Financing Activities | 0 | ||
Net Cash Provided by (Used in) Financing Activities | 0 | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | |
Cash and Cash Equivalents, Period Increase (Decrease) | 0 | 0 | 0 |
Cash and cash equivalents, end of year | $ 0 | $ 0 | $ 0 |
OTHER FINANCIAL DATA (Details)
OTHER FINANCIAL DATA (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Data [Abstract] | |||||||||||
Sales | $ 1,385.7 | $ 1,452.7 | $ 1,364 | $ 1,348.2 | $ 1,267.4 | $ 533.6 | $ 535.4 | $ 518 | $ 5,550.6 | $ 2,854.4 | $ 2,241.2 |
Cost of goods sold | 1,227 | 1,284.4 | 1,236.9 | 1,175.4 | 1,148.1 | 460 | 445.5 | 433.2 | 4,923.7 | 2,486.8 | 1,853.2 |
Net (loss) income | $ 17.5 | $ 17.5 | $ (1) | $ (37.9) | $ (62.7) | $ 5.9 | $ 42.3 | $ 13.1 | $ (3.9) | $ (1.4) | $ 105.7 |
Earnings per Share, Basic [Abstract] | |||||||||||
Basic net (loss) income per share (in dollars per share) | $ 0.11 | $ 0.11 | $ (0.01) | $ (0.23) | $ (0.39) | $ 0.08 | $ 0.55 | $ 0.17 | $ (0.02) | $ (0.01) | $ 1.34 |
Earnings per Share, Diluted [Abstract] | |||||||||||
Diluted net (loss) income per share (in dollars per share) | 0.10 | 0.11 | (0.01) | (0.23) | (0.39) | 0.08 | 0.54 | 0.17 | (0.02) | (0.01) | $ 1.33 |
Common dividends per share (in dollars per share) | 0.20 | 0.20 | 0.20 | 0.20 | 0.20 | 0.20 | 0.20 | 0.20 | 0.80 | 0.80 | |
Market price of common stock [Abstract] | |||||||||||
High (in dollars per share) | 26.93 | 26.46 | 24.99 | 17.75 | 22.13 | 27.18 | 32.56 | 34.34 | 26.93 | 34.34 | |
Low (in dollars per share) | $ 19.62 | $ 18.24 | $ 16.55 | $ 12.29 | $ 16.60 | $ 15.73 | $ 26.77 | $ 22 | $ 12.29 | $ 15.73 |