Huntsman Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Tables)

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Tables) (HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES)

6 Months Ended

Jun. 30, 2013

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

Condensed consolidating financial statements

CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)
AS OF JUNE 30, 2013
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

ASSETS
Current assets:
Cash and cash equivalents	$	5		$	4		$	162		$	—		$	171
Restricted cash		—			—			9			—			9
Accounts and notes receivable, net		30			135			1,520			—			1,685
Accounts receivable from affiliates		2,297			4,552			106			(6,669	)		286
Inventories		140			287			1,278			(7	)		1,698
Prepaid expenses		7			1			30			—			38
Deferred income taxes		7			—			57			(13	)		51
Other current assets		227			4			254			(237	)		248

Total current assets		2,713			4,983			3,416			(6,926	)		4,186
Property, plant and equipment, net		366			906			2,264			1			3,537
Investment in unconsolidated affiliates		5,543			1,268			182			(6,747	)		246
Intangible assets, net		19			1			41			(1	)		60
Goodwill		(18	)		82			66			—			130
Deferred income taxes		159			—			219			(159	)		219
Notes receivable from affiliates		21			923			1			(944	)		1
Other noncurrent assets		79			189			187			(1	)		454

Total assets	$	8,882		$	8,352		$	6,376		$	(14,777	)	$	8,833

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	77		$	227		$	692		$	—		$	996
Accounts payable to affiliates		3,570			1,621			1,532			(6,668	)		55
Accrued liabilities		47			411			500			(236	)		722
Deferred income taxes		—			45			8			(15	)		38
Note payable to affiliate		100			—			—			—			100
Current portion of debt		17			—			300			—			317

Total current liabilities		3,811			2,304			3,032			(6,919	)		2,228
Long-term debt		3,121			—			333			—			3,454
Notes payable to affiliates		772			—			951			(947	)		776
Deferred income taxes		—			53			41			22			116
Other noncurrent liabilities		140			245			702			—			1,087

Total liabilities		7,844			2,602			5,059			(7,844	)		7,661
Equity
Huntsman International LLC members' equity
Members' equity		3,126			4,710			2,371			(7,081	)		3,126
Accumulated deficit		(1,258	)		(33	)		(422	)		455			(1,258	)
Accumulated other comprehensive (loss) income		(830	)		1,073			(732	)		(341	)		(830	)

Total Huntsman International LLC members' equity		1,038			5,750			1,217			(6,967	)		1,038
Noncontrolling interests in subsidiaries		—			—			100			34			134

Total equity		1,038			5,750			1,317			(6,933	)		1,172

Total liabilities and equity	$	8,882		$	8,352		$	6,376		$	(14,777	)	$	8,833

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)
AS OF DECEMBER 31, 2012
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

ASSETS
Current assets:
Cash and cash equivalents	$	7		$	2		$	201		$	—		$	210
Restricted cash		—			—			9			—			9
Accounts and notes receivable, net		16			182			1,336			—			1,534
Accounts receivable from affiliates		1,733			3,907			101			(5,442	)		299
Inventories		111			309			1,404			(5	)		1,819
Prepaid expenses		10			7			43			(12	)		48
Deferred income taxes		7			—			57			(13	)		51
Other current assets		203			5			225			(211	)		222

Total current assets		2,087			4,412			3,376			(5,683	)		4,192
Property, plant and equipment, net		371			898			2,386			1			3,656
Investment in unconsolidated affiliates		5,413			1,360			159			(6,694	)		238
Intangible assets, net		27			2			42			(1	)		70
Goodwill		(18	)		82			53			—			117
Deferred income taxes		248			—			224			(243	)		229
Notes receivable from affiliates		21			941			2			(962	)		2
Other noncurrent assets		72			139			156			(1	)		366

Total assets	$	8,221		$	7,834		$	6,398		$	(13,583	)	$	8,870

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	87		$	280		$	734		$	—		$	1,101
Accounts payable to affiliates		2,987			1,111			1,406			(5,442	)		62
Accrued liabilities		87			342			518			(224	)		723
Deferred income taxes		—			45			9			(15	)		39
Note payable to affiliate		100			—			—			—			100
Current portion of debt		15			—			273			—			288

Total current liabilities		3,276			1,778			2,940			(5,681	)		2,313
Long-term debt		3,026			—			388			—			3,414
Notes payable to affiliates		595			—			965			(961	)		599
Deferred income taxes		14			169			49			(62	)		170
Other noncurrent liabilities		216			190			751			—			1,157

Total liabilities		7,127			2,137			5,093			(6,704	)		7,653
Equity
Huntsman International LLC members' equity
Members' equity		3,109			4,689			2,262			(6,951	)		3,109
Accumulated deficit		(1,224	)		(243	)		(354	)		597			(1,224	)
Accumulated other comprehensive (loss) income		(791	)		1,251			(692	)		(559	)		(791	)

Total Huntsman International LLC members' equity		1,094			5,697			1,216			(6,913	)		1,094
Noncontrolling interests in subsidiaries		—			—			89			34			123

Total equity		1,094			5,697			1,305			(6,879	)		1,217

Total liabilities and equity	$	8,221		$	7,834		$	6,398		$	(13,583	)	$	8,870

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
THREE MONTHS ENDED JUNE 30, 2013
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
Trade sales, services and fees, net	$	273		$	820		$	1,681		$	—		$	2,774
Related party sales		187			123			304			(558	)		56

Total revenues		460			943			1,985			(558	)		2,830
Cost of goods sold		405			735			1,793			(559	)		2,374

Gross profit		55			208			192			1			456
Selling, general and administrative		39			36			157			—			232
Research and development		15			10			9			—			34
Other operating expense (income)		2			(2	)		14			—			14
Restructuring, impairment and plant closing costs		8			4			17			—			29

Operating (loss) income		(9	)		160			(5	)		1			147
Interest (expense) income, net		(46	)		11			(16	)		—			(51	)
Equity in income (loss) of investment in affiliates and subsidiaries		185			(9	)		2			(176	)		2
Other income		1			—			1			—			2

Income (loss) from continuing operations before income taxes		131			162			(18	)		(175	)		100
Income tax (expense) benefit		(83	)		27			12			—			(44	)

Income (loss) from continuing operations		48			189			(6	)		(175	)		56
Income (loss) from discontinued operations, net of tax		1			(1	)		—			—			—

Net income (loss)		49			188			(6	)		(175	)		56
Net income attributable to noncontrolling interests		—			—			(7	)		—			(7	)

Net income (loss) attributable to Huntsman International LLC	$	49		$	188		$	(13	)	$	(175	)	$	49

Net income (loss)	$	49		$	188		$	(6	)	$	(175	)	$	56
Other comprehensive loss		(7	)		(78	)		(27	)		102			(10	)
Comprehensive income attributable to noncontrolling interests		—			—			(4	)		—			(4	)

Comprehensive income (loss) attributable to Huntsman International LLC	$	42		$	110		$	(37	)	$	(73	)	$	42

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
THREE MONTHS ENDED JUNE 30, 2012
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
Trade sales, services and fees, net	$	250		$	861		$	1,751		$	—		$	2,862
Related party sales		168			149			291			(556	)		52

Total revenues		418			1,010			2,042			(556	)		2,914
Cost of goods sold		358			799			1,758			(533	)		2,382

Gross profit		60			211			284			(23	)		532
Selling, general and administrative		47			25			158			—			230
Research and development		11			9			18			—			38
Other operating (income) expense		(1	)		12			(9	)		—			2
Restructuring, impairment and plant closing costs		1			1			3			—			5

Operating income		2			164			114			(23	)		257
Interest (expense) income, net		(52	)		11			(20	)		—			(61	)
Equity in income of investment in affiliates and subsidiaries		184			70			1			(254	)		1
Other (expense) income		(22	)		—			1			22			1

Income from continuing operations before income taxes		112			245			96			(255	)		198
Income tax benefit (expense)		14			(59	)		(20	)		—			(65	)

Income from continuing operations		126			186			76			(255	)		133
Income (loss) from discontinued operations, net of tax		1			1			(4	)		—			(2	)

Net income		127			187			72			(255	)		131
Net income attributable to noncontrolling interests		—			(1	)		(4	)		1			(4	)

Net income attributable to Huntsman International LLC	$	127		$	186		$	68		$	(254	)	$	127

Net income	$	127		$	187		$	72		$	(255	)	$	131
Other comprehensive loss		(120	)		(137	)		(95	)		230			(122	)
Comprehensive income attributable to noncontrolling interests		—			(1	)		—			(1	)		(2	)

Comprehensive income (loss) attributable to Huntsman International LLC	$	7		$	49		$	(23	)	$	(26	)	$	7

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2013
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
Trade sales, services and fees, net	$	515		$	1,604		$	3,290		$	—		$	5,409
Related party sales		385			239			635			(1,136	)		123

Total revenues		900			1,843			3,925			(1,136	)		5,532
Cost of goods sold		793			1,483			3,582			(1,135	)		4,723

Gross profit		107			360			343			(1	)		809
Selling, general and administrative		75			73			308			—			456
Research and development		26			19			25			—			70
Other operating expense (income)		8			4			(5	)		—			7
Restructuring, impairment and plant closing costs		7			11			55			—			73

Operating (loss) income		(9	)		253			(40	)		(1	)		203
Interest (expense) income, net		(94	)		21			(32	)		—			(105	)
Equity in income (loss) of investment in affiliates and subsidiaries		207			(87	)		3			(120	)		3
Loss on early extinguishment of debt		(35	)		—			—			—			(35	)
Other income		1			—			1			—			2

Income (loss) from continuing operations before income taxes		70			187			(68	)		(121	)		68
Income tax (expense) benefit		(44	)		19			(1	)		—			(26	)

Income (loss) from continuing operations		26			206			(69	)		(121	)		42
Loss from discontinued operations, net of tax		—			—			(2	)		—			(2	)

Net income (loss)		26			206			(71	)		(121	)		40
Net income attributable to noncontrolling interests		—			—			(14	)		—			(14	)

Net income (loss) attributable to Huntsman International LLC	$	26		$	206		$	(85	)	$	(121	)	$	26

Net income (loss)	$	26		$	206		$	(71	)	$	(121	)	$	40
Other comprehensive loss		(39	)		(179	)		(43	)		219			(42	)
Comprehensive income attributable to noncontrolling interests		—			—			(11	)		—			(11	)

Comprehensive (loss) income attributable to Huntsman International LLC	$	(13	)	$	27		$	(125	)	$	98		$	(13	)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2012
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
Trade sales, services and fees, net	$	478		$	1,816		$	3,421		$	—		$	5,715
Related party sales		349			254			578			(1,069	)		112

Total revenues		827			2,070			3,999			(1,069	)		5,827
Cost of goods sold		709			1,611			3,464			(1,043	)		4,741

Gross profit		118			459			535			(26	)		1,086
Selling, general and administrative		99			51			299			—			449
Research and development		22			18			37			—			77
Other operating (income) expense		(3	)		7			3			—			7
Restructuring, impairment and plant closing costs		1			1			3			—			5

Operating (loss) income		(1	)		382			193			(26	)		548
Interest (expense) income, net		(103	)		21			(40	)		—			(122	)
Equity in income of investment in affiliates and subsidiaries		385			122			3			(507	)		3
Loss on early extinguishment of debt		(1	)		—			—			—			(1	)
Other (expense) income		(22	)		—			1			22			1

Income from continuing operations before income taxes		258			525			157			(511	)		429
Income tax benefit (expense)		33			(134	)		(25	)		—			(126	)

Income from continuing operations		291			391			132			(511	)		303
Income (loss) from discontinued operations, net of tax		2			—			(8	)		—			(6	)

Net income		293			391			124			(511	)		297
Net income attributable to noncontrolling interests		—			(1	)		(5	)		2			(4	)

Net income attributable to Huntsman International LLC	$	293		$	390		$	119		$	(509	)	$	293

Net income	$	293		$	391		$	124		$	(511	)	$	297
Other comprehensive (loss) income		(27	)		19			(15	)		(4	)		(27	)
Comprehensive income attributable to noncontrolling interests		—			(1	)		(2	)		(1	)		(4	)

Comprehensive income attributable to Huntsman International LLC	$	266		$	409		$	107		$	(516	)	$	266

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2013
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Net cash (used in) provided by operating activities	$	(72	)	$	60		$	7		$	(1	)	$	(6	)

Investing activities:
Capital expenditures		(23	)		(48	)		(110	)		—			(181	)
Investment in affiliate		(84	)		(6	)		—			90			—
Investment in unconsolidated affiliates		—			(20	)		(12	)		—			(32	)
Proceeds from sale of businesses/assets		—			—			2			—			2
Cash received from unconsolidated affiliates		—			34			—			—			34
Acquisition of a business		—			—			(7	)		—			(7	)
Other, net		—			—			2			—			2

Net cash used in investing activities		(107	)		(40	)		(125	)		90			(182	)

Financing activities:
Net repayments under revolving loan facilities		—			—			(2	)		—			(2	)
Net borrowings on overdraft facilities		—			—			10			—			10
Repayments of short-term debt		—			—			(18	)		—			(18	)
Borrowings on short-term debt		—			—			13			—			13
Repayments of long-term debt		(393	)		—			(25	)		—			(418	)
Proceeds from issuance of long-term debt		470			—			3			—			473
Proceeds from notes payable to affiliate		177			—			—			—			177
Repayments of notes payable		(15	)		—			(6	)		—			(21	)
Borrowings on notes payable		—			—			1			—			1
Debt issuance costs paid		(3	)		—			—			—			(3	)
Call premiums and other costs related to early extinguishment of debt		(4	)		—			—			—			(4	)
Contribution from parent		—			6			107			(113	)		—
Distribution to parent		—			(23	)		—			23			—
Dividends paid to parent		(60	)		(1	)		—			1			(60	)
Excess tax benefit related to stock-based compensation		4			—			—			—			4
Other, net		1			—			—			—			1

Net cash provided by (used in) financing activities		177			(18	)		83			(89	)		153
Effect of exchange rate changes on cash		—			—			(4	)		—			(4	)

(Decrease) increase in cash and cash equivalents		(2	)		2			(39	)		—			(39	)
Cash and cash equivalents at beginning of period		7			2			201			—			210

Cash and cash equivalents at end of period	$	5		$	4		$	162		$	—		$	171

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2012
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Net cash provided by operating activities	$	161		$	81		$	118		$	(3	)	$	357

Investing activities:
Capital expenditures		(10	)		(33	)		(120	)		—			(163	)
Increase in receivable from affiliate		(29	)		—			—			—			(29	)
Investment in affiliate		(38	)		(10	)		(1	)		49			—
Investment in unconsolidated affiliate		—			(60	)		—			—			(60	)
Cash received from unconsolidated affiliates		—			40			—			—			40
Acquisition of a business		—			—			(2	)		—			(2	)
Increase in restricted cash		—			—			(2	)		—			(2	)
Other, net		—			—			2			—			2

Net cash used in investing activities		(77	)		(63	)		(123	)		49			(214	)

Financing activities:
Net repayments under revolving loan facilities		—			—			(15	)		—			(15	)
Net borrowings on overdraft facilities		—			—			4			—			4
Repayments of short-term debt		—			—			(21	)		—			(21	)
Repayments of long-term debt		(100	)		—			(52	)		—			(152	)
Proceeds from issuance of long-term debt		—			—			1			—			1
Proceeds from notes payable to affiliate		84			—			—			—			84
Repayments of notes payable		(15	)		—			(9	)		—			(24	)
Borrowings on notes payable		—			—			1			—			1
Debt issuance costs paid		(4	)		—			—			—			(4	)
Call premiums related to early extinguishment of debt		(2	)		—			—			—			(2	)
Contribution from parent		—			10			61			(71	)		—
Distribution to parent		—			(23	)		—			23			—
Dividends paid to parent		(48	)		(1	)		(1	)		2			(48	)
Excess tax benefit related to stock-based compensation		4			—			—			—			4

Net cash used in financing activities		(81	)		(14	)		(31	)		(46	)		(172	)
Effect of exchange rate changes on cash		—			—			(1	)		—			(1	)

Increase (decrease) in cash and cash equivalents		3			4			(37	)		—			(30	)
Cash and cash equivalents at beginning of period		4			—			227			—			231

Cash and cash equivalents at end of period	$	7		$	4		$	190		$	—		$	201