ǿմý

Quarterly report pursuant to Section 13 or 15(d)

SUPPLEMENTARY GUARANTOR INFORMATION

v3.19.2
SUPPLEMENTARY GUARANTOR INFORMATION
 6 Months Ended
Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Supplemental Guarantor Information [Text Block]
NOTE 22 - SUPPLEMENTARY GUARANTOR INFORMATION
The accompanying unaudited condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X, Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” Certain of our subsidiaries (the "Guarantors") have guaranteed the obligations under the 5.75% 2025 Senior Notes and the 5.875% 2027 Senior Notes issued by ǿմý Inc. See NOTE 7 - DEBT AND CREDIT FACILITIES for further information.
The following presents the unaudited condensed consolidating financial information for: (i)the Parent Company and the Issuer of the guaranteed obligations (ǿմý Inc.); (ii)the Guarantor subsidiaries, on a combined basis; (iii)the non-guarantor subsidiaries, on a combined basis; (iv)consolidating eliminations; and (v)ǿմý Inc. and subsidiaries on a consolidated basis. Each Guarantor subsidiary is 100% owned by the Parent Company as of June30, 2019 and December31, 2018. The unaudited condensed consolidating financial information is presented as if the Guarantor structure at June30, 2019 existed for all periods presented.
Each of the Guarantor subsidiaries fully and unconditionally guarantees, on a joint and several basis, the obligations of ǿմý Inc. under the 5.75% 2025 Senior Notes and the 5.875% 2027 Senior Notes. The guarantee of a Guarantor subsidiary will be automatically and unconditionally released and discharged, and such Guarantor subsidiary’s obligations under the guarantee and the related indentures governing the 5.75% 2025 Senior Notes and the 5.875% 2027 Senior Notes (the “Indentures”) will be automatically and unconditionally released and discharged, upon:
(a) any sale, exchange, transfer or disposition of such Guarantor subsidiary (by merger, consolidation, or the sale of) or the capital stock of such Guarantor subsidiary after which the applicable Guarantor subsidiary is no longer a subsidiary of the Company or the sale of all or substantially all of such Guarantor subsidiary’s assets (other than by lease);
(b) upon designation of any Guarantor subsidiary as an “excluded subsidiary” (as defined in the Indentures); or
(c) upon defeasance or satisfaction and discharge of the Indentures.
Each entity in the unaudited consolidating financial information follows the same accounting policies as described in the consolidated financial statements. The accompanying unaudited condensed consolidating financial information has been presented on the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for the subsidiaries’ cumulative results of operations, capital contributions and distributions, and other changes in equity. Elimination entries include consolidating and eliminating entries for investments in subsidiaries, and intra-entity activity and balances.
Unaudited Condensed Consolidating Statement of Financial Position
As of June 30, 2019
(In Millions)
ǿմý Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$
374.2

$
0.4

$
2.6

$
—

$
377.2

Accounts receivable, net
8.1

188.8

0.3

(4.1
)
193.1

Inventories
—

219.0

—

—

219.0

Supplies and other inventories
—

110.8

—

—

110.8

Derivative assets
0.2

118.1

—

—

118.3

Income tax receivable, current
58.7

—

—

—

58.7

Other current assets
8.5

24.1

9.7

—

42.3

TOTAL CURRENT ASSETS
449.7

661.2

12.6

(4.1
)
1,119.4

PROPERTY, PLANT AND EQUIPMENT, NET
11.6

1,534.9

50.8

—

1,597.3

OTHER ASSETS
Deposits for property, plant and equipment
—

37.4

14.8

—

52.2

Income tax receivable, non-current
58.6

4.1

—

—

62.7

Deferred income taxes
442.1

—

1.2

—

443.3

Investment in subsidiaries
1,701.2

35.2

—

(1,736.4
)
—

Long-term intercompany notes
—

—

121.3

(121.3
)
—

Other non-current assets
16.1

100.8

1.4

—

118.3

TOTAL OTHER ASSETS
2,218.0

177.5

138.7

(1,857.7
)
676.5

TOTAL ASSETS
$
2,679.3

$
2,373.6

$
202.1

$
(1,861.8
)
$
3,393.2

LIABILITIES
CURRENT LIABILITIES
Accounts payable
$
7.8

$
180.2

$
4.2

$
(4.1
)
$
188.1

Accrued employment costs
16.1

42.2

0.1

—

58.4

Accrued interest
31.3

—

—

—

31.3

Partnership distribution payable
—

44.1

—

—

44.1

Other current liabilities
26.2

82.1

7.2

—

115.5

TOTAL CURRENT LIABILITIES
81.4

348.6

11.5

(4.1
)
437.4

PENSION AND POSTEMPLOYMENT BENEFIT LIABILITIES
64.0

414.8

(239.5
)
—

239.3

ENVIRONMENTAL AND MINE CLOSURE OBLIGATIONS
—

157.1

19.6

—

176.7

LONG-TERM DEBT
2,104.5

—

—

—

2,104.5

LONG-TERM INTERCOMPANY NOTES
121.3

—

—

(121.3
)
—

OTHER LIABILITIES
22.5

120.1

7.1

—

149.7

TOTAL LIABILITIES
2,393.7

1,040.6

(201.3
)
(125.4
)
3,107.6

EQUITY
TOTAL EQUITY
285.6

1,333.0

403.4

(1,736.4
)
285.6

TOTAL LIABILITIES AND EQUITY
$
2,679.3

$
2,373.6

$
202.1

$
(1,861.8
)
$
3,393.2

Unaudited Condensed Consolidating Statement of Financial Position
As of December 31, 2018
(In Millions)
ǿմý Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$
819.8

$
0.7

$
2.7

$
—

$
823.2

Accounts receivable, net
9.2

221.3

0.3

(4.1
)
226.7

Inventories
—

87.9

—

—

87.9

Supplies and other inventories
—

93.2

—

—

93.2

Derivative assets
0.1

91.4

—

—

91.5

Income tax receivable, current
117.3

—

—

—

117.3

Other current assets
10.0

16.9

12.9

—

39.8

TOTAL CURRENT ASSETS
956.4

511.4

15.9

(4.1
)
1,479.6

PROPERTY, PLANT AND EQUIPMENT, NET
13.3

1,221.9

50.8

—

1,286.0

OTHER ASSETS
Deposits for property, plant and equipment
—

68.4

14.6

—

83.0

Income tax receivable, non-current
117.2

4.1

—

—

121.3

Deferred income taxes
463.6

—

1.2

—

464.8

Investment in subsidiaries
1,262.3

50.8

—

(1,313.1
)
—

Long-term intercompany notes
—

—

121.3

(121.3
)
—

Other non-current assets
8.0

85.4

1.5

—

94.9

TOTAL OTHER ASSETS
1,851.1

208.7

138.6

(1,434.4
)
764.0

TOTAL ASSETS
$
2,820.8

$
1,942.0

$
205.3

$
(1,438.5
)
$
3,529.6

LIABILITIES
CURRENT LIABILITIES
Accounts payable
$
5.3

$
181.4

$
4.2

$
(4.1
)
$
186.8

Accrued employment costs
28.5

45.4

0.1

—

74.0

Accrued interest
38.4

—

—

—

38.4

Partnership distribution payable
—

43.5

—

—

43.5

Other current liabilities
30.6

86.7

8.2

—

125.5

TOTAL CURRENT LIABILITIES
102.8

357.0

12.5

(4.1
)
468.2

PENSION AND POSTEMPLOYMENT BENEFIT LIABILITIES
64.3

414.4

(230.0
)
—

248.7

ENVIRONMENTAL AND MINE CLOSURE OBLIGATIONS
—

152.1

19.9

—

172.0

LONG-TERM DEBT
2,092.9

—

—

—

2,092.9

LONG-TERM INTERCOMPANY NOTES
121.3

—

—

(121.3
)
—

OTHER LIABILITIES
15.3

99.5

8.8

—

123.6

TOTAL LIABILITIES
2,396.6

1,023.0

(188.8
)
(125.4
)
3,105.4

EQUITY
TOTAL EQUITY
424.2

919.0

394.1

(1,313.1
)
424.2

TOTAL LIABILITIES AND EQUITY
$
2,820.8

$
1,942.0

$
205.3

$
(1,438.5
)
$
3,529.6



Unaudited Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
For the Three Months Ended June 30, 2019
(In Millions)
ǿմý Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
REVENUES FROM PRODUCT SALES AND SERVICES
Product
$
—

$
697.4

$
—

$
—

$
697.4

Freight
—

45.8

—

—

45.8

—

743.2

—

—

743.2

COST OF GOODS SOLD
—

(480.2
)
—

—

(480.2
)
SALES MARGIN
—

263.0

—

—

263.0

OTHER OPERATING EXPENSE
Selling, general and administrative expenses
(23.6
)
(6.8
)
(0.2
)
—

(30.6
)
Miscellaneous – net
—

(4.8
)
(0.8
)
—

(5.6
)
(23.6
)
(11.6
)
(1.0
)
—

(36.2
)
OPERATING INCOME (LOSS)
(23.6
)
251.4

(1.0
)
—

226.8

OTHER INCOME (EXPENSE)
Interest income (expense), net
(25.4
)
(0.8
)
0.1

—

(26.1
)
Loss on extinguishment of debt
(17.9
)
—

—

—

(17.9
)
Other non-operating income (expense)
(1.0
)
(3.2
)
4.8

—

0.6

(44.3
)
(4.0
)
4.9

—

(43.4
)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
(67.9
)
247.4

3.9

—

183.4

INCOME TAX EXPENSE
(21.8
)
(0.2
)
—

—

(22.0
)
EQUITY IN INCOME OF SUBSIDIARIES
250.4

4.3

—

(254.7
)
—

INCOME FROM CONTINUING OPERATIONS
160.7

251.5

3.9

(254.7
)
161.4

INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX
0.1

0.1

(0.8
)
—

(0.6
)
NET INCOME
$
160.8

$
251.6

$
3.1

$
(254.7
)
$
160.8

OTHER COMPREHENSIVE INCOME
3.7

6.6

—

(6.6
)
3.7

TOTAL COMPREHENSIVE INCOME
$
164.5

$
258.2

$
3.1

$
(261.3
)
$
164.5

Unaudited Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
For the Three Months Ended June 30, 2018
(In Millions)
ǿմý Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
REVENUES FROM PRODUCT SALES AND SERVICES
Product
$
—

$
672.0

$
—

$
—

$
672.0

Freight
—

42.3

—

—

42.3

—

714.3

—

—

714.3

COST OF GOODS SOLD
—

(429.8
)
—

—

(429.8
)
SALES MARGIN
—

284.5

—

—

284.5

OTHER OPERATING EXPENSE
Selling, general and administrative expenses
(19.7
)
(6.4
)
(0.1
)
—

(26.2
)
Miscellaneous – net
(0.2
)
(3.6
)
(0.3
)
—

(4.1
)
(19.9
)
(10.0
)
(0.4
)
—

(30.3
)
OPERATING INCOME (LOSS)
(19.9
)
274.5

(0.4
)
—

254.2

OTHER INCOME (EXPENSE)
Interest income (expense), net
(30.8
)
(0.6
)
0.2

—

(31.2
)
Gain on extinguishment of debt
0.2

—

—

—

0.2

Other non-operating income (expense)
(0.8
)
0.2

5.0

—

4.4

(31.4
)
(0.4
)
5.2

—

(26.6
)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
(51.3
)
274.1

4.8

—

227.6

INCOME TAX BENEFIT (EXPENSE)
2.1

(0.1
)
(0.2
)
—

1.8

EQUITY IN INCOME OF SUBSIDIARIES
210.4

4.6

—

(215.0
)
—

INCOME FROM CONTINUING OPERATIONS
161.2

278.6

4.6

(215.0
)
229.4

INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax
3.9

(0.3
)
(67.9
)
—

(64.3
)
NET INCOME (LOSS)
$
165.1

$
278.3

$
(63.3
)
$
(215.0
)
$
165.1

OTHER COMPREHENSIVE INCOME
9.1

6.0

2.2

(8.2
)
9.1

TOTAL COMPREHENSIVE INCOME (LOSS)
$
174.2

$
284.3

$
(61.1
)
$
(223.2
)
$
174.2


Unaudited Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
For the Six Months Ended June 30, 2019
(In Millions)
ǿմý Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
REVENUES FROM PRODUCT SALES AND SERVICES
Product
$
—

$
842.8

$
—

$
—

$
842.8

Freight
—

57.4

—

—

57.4

—

900.2

—

—

900.2

COST OF GOODS SOLD
—

(606.3
)
—

—

(606.3
)
SALES MARGIN
—

293.9

—

—

293.9

OTHER OPERATING EXPENSE
Selling, general and administrative expenses
(46.4
)
(12.0
)
(0.3
)
—

(58.7
)
Miscellaneous – net
—

(8.2
)
(1.0
)
—

(9.2
)
(46.4
)
(20.2
)
(1.3
)
—

(67.9
)
OPERATING INCOME (LOSS)
(46.4
)
273.7

(1.3
)
—

226.0

OTHER INCOME (EXPENSE)
Interest income (expense), net
(50.1
)
(1.3
)
0.2

—

(51.2
)
Loss on extinguishment of debt
(18.2
)
—

—

—

(18.2
)
Other non-operating income (expense)
(2.1
)
(6.4
)
9.5

—

1.0

(70.4
)
(7.7
)
9.7

—

(68.4
)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
(116.8
)
266.0

8.4

—

157.6

INCOME TAX EXPENSE
(17.9
)
(0.3
)
(0.1
)
—

(18.3
)
EQUITY IN INCOME OF SUBSIDIARIES
273.3

8.7

—

(282.0
)
—

INCOME FROM CONTINUING OPERATIONS
138.6

274.4

8.3

(282.0
)
139.3

INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX
0.1

—

(0.7
)
—

(0.6
)
NET INCOME
$
138.7

$
274.4

$
7.6

$
(282.0
)
$
138.7

OTHER COMPREHENSIVE INCOME
12.1

13.3

—

(13.3
)
12.1

TOTAL COMPREHENSIVE INCOME
$
150.8

$
287.7

$
7.6

$
(295.3
)
$
150.8

Unaudited Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
For the Six Months Ended June 30, 2018
(In Millions)
ǿմý Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
REVENUES FROM PRODUCT SALES AND SERVICES
Product
$
—

$
841.2

$
—

$
—

$
841.2

Freight
—

53.1

—

—

53.1

—

894.3

—

—

894.3

COST OF GOODS SOLD
—

(548.3
)
—

—

(548.3
)
SALES MARGIN
—

346.0

—

—

346.0

OTHER OPERATING EXPENSE
Selling, general and administrative expenses
(39.8
)
(11.1
)
(0.4
)
—

(51.3
)
Miscellaneous – net
(0.4
)
(8.9
)
(0.9
)
—

(10.2
)
(40.2
)
(20.0
)
(1.3
)
—

(61.5
)
OPERATING INCOME (LOSS)
(40.2
)
326.0

(1.3
)
—

284.5

OTHER INCOME (EXPENSE)
Interest income (expense), net
(62.7
)
(1.4
)
0.5

—

(63.6
)
Gain on extinguishment of debt
0.2

—

—

—

0.2

Other non-operating income (expense)
(1.7
)
0.7

9.8

—

8.8

(64.2
)
(0.7
)
10.3

—

(54.6
)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
(104.4
)
325.3

9.0

—

229.9

INCOME TAX EXPENSE
(13.5
)
(0.2
)
(0.2
)
—

(13.9
)
EQUITY IN INCOME OF SUBSIDIARIES
194.7

9.1

—

(203.8
)
—

INCOME FROM CONTINUING OPERATIONS
76.8

334.2

8.8

(203.8
)
216.0

INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax
4.0

(0.1
)
(139.1
)
—

(135.2
)
NET INCOME (LOSS)
$
80.8

$
334.1

$
(130.3
)
$
(203.8
)
$
80.8

OTHER COMPREHENSIVE INCOME
16.8

11.9

3.0

(14.9
)
16.8

TOTAL COMPREHENSIVE INCOME (LOSS)
$
97.6

$
346.0

$
(127.3
)
$
(218.7
)
$
97.6



Unaudited Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2019
(In Millions)
ǿմý Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
Net cash provided (used) by operating activities
$
20.1

$
134.0

$
(3.0
)
$
—

$
151.1

INVESTING ACTIVITIES
Purchase of property, plant and equipment
(1.2
)
(293.2
)
—

—

(294.4
)
Deposits for property, plant and equipment
—

(6.3
)
(0.2
)
—

(6.5
)
Intercompany investing
(153.3
)
(1.2
)
—

154.5

—

Other investing activities
—

8.4

0.1

—

8.5

Net cash used by investing activities
(154.5
)
(292.3
)
(0.1
)
154.5

(292.4
)
FINANCING ACTIVITIES
Repurchase of common shares
(252.9
)
—

—

—

(252.9
)
Dividends paid
(28.9
)
—

—

—

(28.9
)
Proceeds from issuance of debt
720.9

—

—

—

720.9

Debt issuance costs
(6.8
)
—

—

—

(6.8
)
Repurchase of debt
(729.3
)
—

—

—

(729.3
)
Intercompany financing
—

152.9

1.6

(154.5
)
—

Other financing activities
(14.2
)
5.1

(1.8
)
—

(10.9
)
Net cash provided (used) by financing activities
(311.2
)
158.0

(0.2
)
(154.5
)
(307.9
)
DECREASE IN CASH AND CASH EQUIVALENTS, INCLUDING CASH CLASSIFIED WITHIN OTHER CURRENT ASSETS RELATED TO DISCONTINUED OPERATIONS
(445.6
)
(0.3
)
(3.3
)
—

(449.2
)
LESS: DECREASE IN CASH AND CASH EQUIVALENTS FROM DISCONTINUED OPERATIONS, CLASSIFIED WITHIN OTHER CURRENT ASSETS
—

—

(3.2
)
—

(3.2
)
NET DECREASE IN CASH AND CASH EQUIVALENTS
(445.6
)
(0.3
)
(0.1
)
—

(446.0
)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
819.8

0.7

2.7

—

823.2

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
374.2

$
0.4

$
2.6

$
—

$
377.2


Unaudited Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2018
(In Millions)
ǿմý Inc.
Guarantor Subsidiaries
Non-Guarantor Subsidiaries
Eliminations
Consolidated
Net cash provided (used) by operating activities
$
(82.1
)
$
83.5

$
(50.7
)
$
—

$
(49.3
)
INVESTING ACTIVITIES
Purchase of property, plant and equipment
(0.3
)
(41.8
)
—

—

(42.1
)
Deposits for property, plant and equipment
—

(67.6
)
(4.7
)
—

(72.3
)
Intercompany investing
(35.2
)
(5.5
)
14.6

26.1

—

Proceeds on sales of assets
—

0.4

14.2

—

14.6

Net cash provided (used) by investing activities
(35.5
)
(114.5
)
24.1

26.1

(99.8
)
FINANCING ACTIVITIES
Debt issuance costs
(1.5
)
—

—

—

(1.5
)
Repurchase of debt
(15.3
)
—

—

—

(15.3
)
Intercompany financing
(14.6
)
31.5

9.2

(26.1
)
—

Other financing activities
(1.5
)
(1.0
)
(6.4
)
—

(8.9
)
Net cash provided (used) by financing activities
(32.9
)
30.5

2.8

(26.1
)
(25.7
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH
—

—

(1.0
)
—

(1.0
)
DECREASE IN CASH AND CASH EQUIVALENTS, INCLUDING CASH CLASSIFIED WITHIN OTHER CURRENT ASSETS RELATED TO DISCONTINUED OPERATIONS
(150.5
)
(0.5
)
(24.8
)
—

(175.8
)
LESS: DECREASE IN CASH AND CASH EQUIVALENTS FROM DISCONTINUED OPERATIONS, CLASSIFIED WITHIN OTHER CURRENT ASSETS
—

—

—

—

—

NET DECREASE IN CASH AND CASH EQUIVALENTS
(150.5
)
(0.5
)
(24.8
)
—

(175.8
)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
948.9

2.1

27.3

—

978.3

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
798.4

$
1.6

$
2.5

$
—

$
802.5