| CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) |
19. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED)
The following condensed consolidating financial statements (unaudited) present, in separate columns, financial information for the following: Huntsman International (on a parent only basis), with its investment in subsidiaries recorded under the equity method; the Guarantors on a combined, and where appropriate, consolidated basis; and the nonguarantors on a combined, and where appropriate, consolidated basis. Additional columns present eliminating adjustments and consolidated totals as of September 30, 2013 and December 31, 2012 and for the three and nine months ended September 30, 2013 and 2012. There are no contractual restrictions limiting transfers of cash from the Guarantors to Huntsman International. Each of the Guarantors is 100% owned by Huntsman International and has fully and unconditionally guaranteed Huntsman International's outstanding notes on a joint and several basis.
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)
AS OF SEPTEMBER 30, 2013
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International LLC |
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
124 |
|
$ |
— |
|
$ |
254 |
|
$ |
— |
|
$ |
378 |
|
|
Restricted cash
|
|
|
— |
|
|
— |
|
|
9 |
|
|
— |
|
|
9 |
|
|
Accounts and notes receivable, net
|
|
|
49 |
|
|
153 |
|
|
1,471 |
|
|
— |
|
|
1,673 |
|
|
Accounts receivable from affiliates
|
|
|
2,382 |
|
|
4,774 |
|
|
111 |
|
|
(6,981 |
) |
|
286 |
|
|
Inventories
|
|
|
142 |
|
|
292 |
|
|
1,268 |
|
|
(7 |
) |
|
1,695 |
|
|
Prepaid expenses
|
|
|
10 |
|
|
12 |
|
|
60 |
|
|
(16 |
) |
|
66 |
|
|
Deferred income taxes
|
|
|
7 |
|
|
— |
|
|
57 |
|
|
(13 |
) |
|
51 |
|
|
Other current assets
|
|
|
285 |
|
|
5 |
|
|
209 |
|
|
(294 |
) |
|
205 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
2,999 |
|
|
5,236 |
|
|
3,439 |
|
|
(7,311 |
) |
|
4,363 |
|
|
Property, plant and equipment, net
|
|
|
422 |
|
|
914 |
|
|
2,338 |
|
|
1 |
|
|
3,675 |
|
|
Investment in unconsolidated affiliates
|
|
|
5,563 |
|
|
1,255 |
|
|
199 |
|
|
(6,743 |
) |
|
274 |
|
|
Intangible assets, net
|
|
|
16 |
|
|
1 |
|
|
41 |
|
|
(1 |
) |
|
57 |
|
|
Goodwill
|
|
|
(18 |
) |
|
82 |
|
|
67 |
|
|
— |
|
|
131 |
|
|
Deferred income taxes
|
|
|
224 |
|
|
— |
|
|
237 |
|
|
(224 |
) |
|
237 |
|
|
Notes receivable from affiliates
|
|
|
21 |
|
|
951 |
|
|
2 |
|
|
(973 |
) |
|
1 |
|
|
Other noncurrent assets
|
|
|
63 |
|
|
183 |
|
|
206 |
|
|
(1 |
) |
|
451 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
9,290 |
|
$ |
8,622 |
|
$ |
6,529 |
|
$ |
(15,252 |
) |
$ |
9,189 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
94 |
|
$ |
233 |
|
$ |
707 |
|
$ |
— |
|
$ |
1,034 |
|
|
Accounts payable to affiliates
|
|
|
3,677 |
|
|
1,681 |
|
|
1,668 |
|
|
(6,981 |
) |
|
45 |
|
|
Accrued liabilities
|
|
|
77 |
|
|
464 |
|
|
503 |
|
|
(311 |
) |
|
733 |
|
|
Deferred income taxes
|
|
|
— |
|
|
45 |
|
|
8 |
|
|
(15 |
) |
|
38 |
|
|
Note payable to affiliate
|
|
|
100 |
|
|
— |
|
|
— |
|
|
— |
|
|
100 |
|
|
Current portion of debt
|
|
|
42 |
|
|
— |
|
|
253 |
|
|
— |
|
|
295 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
3,990 |
|
|
2,423 |
|
|
3,139 |
|
|
(7,307 |
) |
|
2,245 |
|
|
Long-term debt
|
|
|
3,221 |
|
|
— |
|
|
353 |
|
|
— |
|
|
3,574 |
|
|
Notes payable to affiliates
|
|
|
772 |
|
|
— |
|
|
978 |
|
|
(973 |
) |
|
777 |
|
|
Deferred income taxes
|
|
|
— |
|
|
187 |
|
|
40 |
|
|
(43 |
) |
|
184 |
|
|
Other noncurrent liabilities
|
|
|
152 |
|
|
244 |
|
|
716 |
|
|
— |
|
|
1,112 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
8,135 |
|
|
2,854 |
|
|
5,226 |
|
|
(8,323 |
) |
|
7,892 |
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntsman International LLC members' equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members' equity
|
|
|
3,133 |
|
|
4,444 |
|
|
2,320 |
|
|
(6,764 |
) |
|
3,133 |
|
|
Accumulated deficit
|
|
|
(1,220 |
) |
|
(38 |
) |
|
(442 |
) |
|
480 |
|
|
(1,220 |
) |
|
Accumulated other comprehensive (loss) income
|
|
|
(758 |
) |
|
1,362 |
|
|
(683 |
) |
|
(679 |
) |
|
(758 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total Huntsman International LLC members' equity
|
|
|
1,155 |
|
|
5,768 |
|
|
1,195 |
|
|
(6,963 |
) |
|
1,155 |
|
|
Noncontrolling interests in subsidiaries
|
|
|
— |
|
|
— |
|
|
108 |
|
|
34 |
|
|
142 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
1,155 |
|
|
5,768 |
|
|
1,303 |
|
|
(6,929 |
) |
|
1,297 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$ |
9,290 |
|
$ |
8,622 |
|
$ |
6,529 |
|
$ |
(15,252 |
) |
$ |
9,189 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
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 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, 2013
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International
LLC |
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade sales, services and fees, net
|
|
$ |
283 |
|
$ |
830 |
|
$ |
1,676 |
|
$ |
— |
|
$ |
2,789 |
|
|
Related party sales
|
|
|
207 |
|
|
118 |
|
|
308 |
|
|
(580 |
) |
|
53 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
490 |
|
|
948 |
|
|
1,984 |
|
|
(580 |
) |
|
2,842 |
|
|
Cost of goods sold
|
|
|
415 |
|
|
723 |
|
|
1,771 |
|
|
(578 |
) |
|
2,331 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
75 |
|
|
225 |
|
|
213 |
|
|
(2 |
) |
|
511 |
|
|
Selling, general and administrative
|
|
|
37 |
|
|
38 |
|
|
161 |
|
|
— |
|
|
236 |
|
|
Research and development
|
|
|
12 |
|
|
9 |
|
|
14 |
|
|
— |
|
|
35 |
|
|
Other operating (income) expense
|
|
|
(8 |
) |
|
(7 |
) |
|
14 |
|
|
— |
|
|
(1 |
) |
|
Restructuring, impairment and plant closing costs
|
|
|
2 |
|
|
3 |
|
|
32 |
|
|
— |
|
|
37 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
32 |
|
|
182 |
|
|
(8 |
) |
|
(2 |
) |
|
204 |
|
|
Interest (expense) income, net
|
|
|
(45 |
) |
|
11 |
|
|
(17 |
) |
|
— |
|
|
(51 |
) |
|
Equity in (loss) income of investment in affiliates and subsidiaries
|
|
|
(3 |
) |
|
(23 |
) |
|
2 |
|
|
27 |
|
|
3 |
|
|
Other income
|
|
|
1 |
|
|
— |
|
|
1 |
|
|
(2 |
) |
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations before income taxes
|
|
|
(15 |
) |
|
170 |
|
|
(22 |
) |
|
23 |
|
|
156 |
|
|
Income tax benefit (expense)
|
|
|
83 |
|
|
(168 |
) |
|
5 |
|
|
— |
|
|
(80 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
68 |
|
|
2 |
|
|
(17 |
) |
|
23 |
|
|
76 |
|
|
Income (loss) from discontinued operations, net of tax
|
|
|
— |
|
|
1 |
|
|
(3 |
) |
|
— |
|
|
(2 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
68 |
|
|
3 |
|
|
(20 |
) |
|
23 |
|
|
74 |
|
|
Net income attributable to noncontrolling interests
|
|
|
— |
|
|
— |
|
|
(6 |
) |
|
— |
|
|
(6 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Huntsman International LLC
|
|
$ |
68 |
|
$ |
3 |
|
$ |
(26 |
) |
$ |
23 |
|
$ |
68 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
68 |
|
$ |
3 |
|
$ |
(20 |
) |
$ |
23 |
|
$ |
74 |
|
|
Other comprehensive income
|
|
|
72 |
|
|
288 |
|
|
52 |
|
|
(338 |
) |
|
74 |
|
|
Comprehensive income attributable to noncontrolling interests
|
|
|
— |
|
|
— |
|
|
(8 |
) |
|
— |
|
|
(8 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to Huntsman International LLC
|
|
$ |
140 |
|
$ |
291 |
|
$ |
24 |
|
$ |
(315 |
) |
$ |
140 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, 2012
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International
LLC |
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade sales, services and fees, net
|
|
$ |
240 |
|
$ |
838 |
|
$ |
1,613 |
|
$ |
— |
|
$ |
2,691 |
|
|
Related party sales
|
|
|
187 |
|
|
92 |
|
|
306 |
|
|
(535 |
) |
|
50 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
427 |
|
|
930 |
|
|
1,919 |
|
|
(535 |
) |
|
2,741 |
|
|
Cost of goods sold
|
|
|
362 |
|
|
689 |
|
|
1,706 |
|
|
(558 |
) |
|
2,199 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
65 |
|
|
241 |
|
|
213 |
|
|
23 |
|
|
542 |
|
|
Selling, general and administrative
|
|
|
43 |
|
|
25 |
|
|
152 |
|
|
— |
|
|
220 |
|
|
Research and development
|
|
|
10 |
|
|
9 |
|
|
16 |
|
|
— |
|
|
35 |
|
|
Other operating (income) expense
|
|
|
(1 |
) |
|
(5 |
) |
|
4 |
|
|
2 |
|
|
— |
|
|
Restructuring, impairment and plant closing costs (credits)
|
|
|
1 |
|
|
(1 |
) |
|
47 |
|
|
— |
|
|
47 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
12 |
|
|
213 |
|
|
(6 |
) |
|
21 |
|
|
240 |
|
|
Interest (expense) income, net
|
|
|
(52 |
) |
|
10 |
|
|
(17 |
) |
|
— |
|
|
(59 |
) |
|
Equity in income (loss) of investment in affiliates and subsidiaries
|
|
|
146 |
|
|
(20 |
) |
|
3 |
|
|
(127 |
) |
|
2 |
|
|
Loss on early extinguishment of debt
|
|
|
(1 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1 |
) |
|
Other income
|
|
|
— |
|
|
21 |
|
|
1 |
|
|
(21 |
) |
|
1 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
105 |
|
|
224 |
|
|
(19 |
) |
|
(127 |
) |
|
183 |
|
|
Income tax benefit (expense)
|
|
|
11 |
|
|
(80 |
) |
|
7 |
|
|
— |
|
|
(62 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
116 |
|
|
144 |
|
|
(12 |
) |
|
(127 |
) |
|
121 |
|
|
Income (loss) from discontinued operations, net of tax
|
|
|
1 |
|
|
— |
|
|
(2 |
) |
|
— |
|
|
(1 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before extraordinary gain
|
|
|
117 |
|
|
144 |
|
|
(14 |
) |
|
(127 |
) |
|
120 |
|
|
Extraordinary gain on the acquisition of a business, net of tax of nil
|
|
|
— |
|
|
— |
|
|
1 |
|
|
— |
|
|
1 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
117 |
|
|
144 |
|
|
(13 |
) |
|
(127 |
) |
|
121 |
|
|
Net loss (income) attributable to noncontrolling interests
|
|
|
— |
|
|
1 |
|
|
(6 |
) |
|
1 |
|
|
(4 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Huntsman International LLC
|
|
$ |
117 |
|
$ |
145 |
|
$ |
(19 |
) |
$ |
(126 |
) |
$ |
117 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
117 |
|
$ |
144 |
|
$ |
(13 |
) |
$ |
(127 |
) |
$ |
121 |
|
|
Other comprehensive income
|
|
|
107 |
|
|
61 |
|
|
87 |
|
|
(146 |
) |
|
109 |
|
|
Comprehensive (loss) income attributable to noncontrolling interests
|
|
|
— |
|
|
1 |
|
|
(8 |
) |
|
1 |
|
|
(6 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to Huntsman International LLC
|
|
$ |
224 |
|
$ |
206 |
|
$ |
66 |
|
$ |
(272 |
) |
$ |
224 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2013
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International LLC |
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade sales, services and fees, net
|
|
$ |
798 |
|
$ |
2,434 |
|
$ |
4,966 |
|
$ |
— |
|
$ |
8,198 |
|
|
Related party sales
|
|
|
592 |
|
|
357 |
|
|
943 |
|
|
(1,716 |
) |
|
176 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
1,390 |
|
|
2,791 |
|
|
5,909 |
|
|
(1,716 |
) |
|
8,374 |
|
|
Cost of goods sold
|
|
|
1,208 |
|
|
2,206 |
|
|
5,353 |
|
|
(1,713 |
) |
|
7,054 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
182 |
|
|
585 |
|
|
556 |
|
|
(3 |
) |
|
1,320 |
|
|
Selling, general and administrative
|
|
|
112 |
|
|
111 |
|
|
469 |
|
|
— |
|
|
692 |
|
|
Research and development
|
|
|
38 |
|
|
28 |
|
|
39 |
|
|
— |
|
|
105 |
|
|
Other operating (income) expense
|
|
|
— |
|
|
(3 |
) |
|
9 |
|
|
— |
|
|
6 |
|
|
Restructuring, impairment and plant closing costs
|
|
|
9 |
|
|
14 |
|
|
87 |
|
|
— |
|
|
110 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
23 |
|
|
435 |
|
|
(48 |
) |
|
(3 |
) |
|
407 |
|
|
Interest (expense) income, net
|
|
|
(139 |
) |
|
32 |
|
|
(49 |
) |
|
— |
|
|
(156 |
) |
|
Equity in income (loss) of investment in affiliates and subsidiaries
|
|
|
204 |
|
|
(110 |
) |
|
5 |
|
|
(93 |
) |
|
6 |
|
|
Loss on early extinguishment of debt
|
|
|
(35 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(35 |
) |
|
Other income
|
|
|
2 |
|
|
— |
|
|
2 |
|
|
(2 |
) |
|
2 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
55 |
|
|
357 |
|
|
(90 |
) |
|
(98 |
) |
|
224 |
|
|
Income tax benefit (expense)
|
|
|
39 |
|
|
(149 |
) |
|
4 |
|
|
— |
|
|
(106 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
94 |
|
|
208 |
|
|
(86 |
) |
|
(98 |
) |
|
118 |
|
|
Income (loss) from discontinued operations, net of tax
|
|
|
— |
|
|
1 |
|
|
(5 |
) |
|
— |
|
|
(4 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
94 |
|
|
209 |
|
|
(91 |
) |
|
(98 |
) |
|
114 |
|
|
Net income attributable to noncontrolling interests
|
|
|
— |
|
|
— |
|
|
(20 |
) |
|
— |
|
|
(20 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Huntsman International LLC
|
|
$ |
94 |
|
$ |
209 |
|
$ |
(111 |
) |
$ |
(98 |
) |
$ |
94 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
94 |
|
$ |
209 |
|
$ |
(91 |
) |
$ |
(98 |
) |
$ |
114 |
|
|
Other comprehensive income
|
|
|
33 |
|
|
109 |
|
|
9 |
|
|
(119 |
) |
|
32 |
|
|
Comprehensive income attributable to noncontrolling interests
|
|
|
— |
|
|
— |
|
|
(19 |
) |
|
— |
|
|
(19 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to Huntsman International LLC
|
|
$ |
127 |
|
$ |
318 |
|
$ |
(101 |
) |
$ |
(217 |
) |
$ |
127 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2012
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International LLC |
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade sales, services and fees, net
|
|
$ |
718 |
|
$ |
2,654 |
|
$ |
5,034 |
|
$ |
— |
|
$ |
8,406 |
|
|
Related party sales
|
|
|
536 |
|
|
346 |
|
|
884 |
|
|
(1,604 |
) |
|
162 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
1,254 |
|
|
3,000 |
|
|
5,918 |
|
|
(1,604 |
) |
|
8,568 |
|
|
Cost of goods sold
|
|
|
1,071 |
|
|
2,300 |
|
|
5,170 |
|
|
(1,601 |
) |
|
6,940 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
183 |
|
|
700 |
|
|
748 |
|
|
(3 |
) |
|
1,628 |
|
|
Selling, general and administrative
|
|
|
142 |
|
|
76 |
|
|
451 |
|
|
— |
|
|
669 |
|
|
Research and development
|
|
|
32 |
|
|
27 |
|
|
53 |
|
|
— |
|
|
112 |
|
|
Other operating (income) expense
|
|
|
(4 |
) |
|
2 |
|
|
7 |
|
|
2 |
|
|
7 |
|
|
Restructuring, impairment and plant closing costs
|
|
|
2 |
|
|
— |
|
|
50 |
|
|
— |
|
|
52 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
11 |
|
|
595 |
|
|
187 |
|
|
(5 |
) |
|
788 |
|
|
Interest (expense) income, net
|
|
|
(155 |
) |
|
31 |
|
|
(57 |
) |
|
— |
|
|
(181 |
) |
|
Equity in income of investment in affiliates and subsidiaries
|
|
|
531 |
|
|
102 |
|
|
6 |
|
|
(634 |
) |
|
5 |
|
|
Loss on early extinguishment of debt
|
|
|
(2 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2 |
) |
|
Other (expense) income
|
|
|
(22 |
) |
|
21 |
|
|
2 |
|
|
1 |
|
|
2 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
363 |
|
|
749 |
|
|
138 |
|
|
(638 |
) |
|
612 |
|
|
Income tax benefit (expense)
|
|
|
44 |
|
|
(214 |
) |
|
(18 |
) |
|
— |
|
|
(188 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
407 |
|
|
535 |
|
|
120 |
|
|
(638 |
) |
|
424 |
|
|
Income (loss) from discontinued operations, net of tax
|
|
|
3 |
|
|
— |
|
|
(10 |
) |
|
— |
|
|
(7 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income before extraordinary gain
|
|
|
410 |
|
|
535 |
|
|
110 |
|
|
(638 |
) |
|
417 |
|
|
Extraordinary gain on the acquisition of a business, net of tax of nil
|
|
|
— |
|
|
— |
|
|
1 |
|
|
— |
|
|
1 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
410 |
|
|
535 |
|
|
111 |
|
|
(638 |
) |
|
418 |
|
|
Net income attributable to noncontrolling interests
|
|
|
— |
|
|
— |
|
|
(11 |
) |
|
3 |
|
|
(8 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Huntsman International LLC
|
|
$ |
410 |
|
$ |
535 |
|
$ |
100 |
|
$ |
(635 |
) |
$ |
410 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
410 |
|
$ |
535 |
|
$ |
111 |
|
$ |
(638 |
) |
$ |
418 |
|
|
Other comprehensive income
|
|
|
80 |
|
|
80 |
|
|
72 |
|
|
(150 |
) |
|
82 |
|
|
Comprehensive income attributable to noncontrolling interests
|
|
|
— |
|
|
— |
|
|
(10 |
) |
|
— |
|
|
(10 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to Huntsman International LLC
|
|
$ |
490 |
|
$ |
615 |
|
$ |
173 |
|
$ |
(788 |
) |
$ |
490 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2013
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International LLC |
|
|
Net cash (used in) provided by operating activities
|
|
$ |
(13 |
) |
$ |
108 |
|
$ |
288 |
|
$ |
(1 |
) |
$ |
382 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(35 |
) |
|
(76 |
) |
|
(184 |
) |
|
— |
|
|
(295 |
) |
|
Increase in receivable from affiliate
|
|
|
(16 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(16 |
) |
|
Investment in affiliate
|
|
|
(23 |
) |
|
(8 |
) |
|
— |
|
|
31 |
|
|
— |
|
|
Investment in unconsolidated affiliates
|
|
|
— |
|
|
(44 |
) |
|
(32 |
) |
|
— |
|
|
(76 |
) |
|
Proceeds from sale of businesses/assets
|
|
|
— |
|
|
(3 |
) |
|
2 |
|
|
— |
|
|
(1 |
) |
|
Cash received from unconsolidated affiliates
|
|
|
— |
|
|
48 |
|
|
— |
|
|
— |
|
|
48 |
|
|
Acquisition of a business
|
|
|
(66 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(66 |
) |
|
Other, net
|
|
|
— |
|
|
— |
|
|
2 |
|
|
— |
|
|
2 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(140 |
) |
|
(83 |
) |
|
(212 |
) |
|
31 |
|
|
(404 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net repayments under revolving loan facilities
|
|
|
— |
|
|
— |
|
|
(3 |
) |
|
— |
|
|
(3 |
) |
|
Net borrowings on overdraft facilities
|
|
|
— |
|
|
— |
|
|
(2 |
) |
|
— |
|
|
(2 |
) |
|
Repayments of short-term debt
|
|
|
— |
|
|
— |
|
|
(18 |
) |
|
— |
|
|
(18 |
) |
|
Borrowings on short-term debt
|
|
|
— |
|
|
— |
|
|
14 |
|
|
— |
|
|
14 |
|
|
Repayments of long-term debt
|
|
|
(393 |
) |
|
— |
|
|
(66 |
) |
|
— |
|
|
(459 |
) |
|
Proceeds from issuance of long-term debt
|
|
|
570 |
|
|
— |
|
|
2 |
|
|
— |
|
|
572 |
|
|
Proceeds from notes payable to affiliate
|
|
|
177 |
|
|
— |
|
|
— |
|
|
— |
|
|
177 |
|
|
Repayments of notes payable
|
|
|
(24 |
) |
|
— |
|
|
(6 |
) |
|
— |
|
|
(30 |
) |
|
Borrowings on notes payable
|
|
|
33 |
|
|
— |
|
|
1 |
|
|
— |
|
|
34 |
|
|
Debt issuance costs paid
|
|
|
(4 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(4 |
) |
|
Call premiums and other costs related to early extinguishment of debt
|
|
|
(4 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(4 |
) |
|
Contribution from parent
|
|
|
— |
|
|
8 |
|
|
57 |
|
|
(65 |
) |
|
— |
|
|
Distribution to parent
|
|
|
— |
|
|
(34 |
) |
|
— |
|
|
34 |
|
|
— |
|
|
Dividends paid to parent
|
|
|
(90 |
) |
|
(1 |
) |
|
— |
|
|
1 |
|
|
(90 |
) |
|
Excess tax benefit related to stock-based compensation
|
|
|
4 |
|
|
— |
|
|
— |
|
|
— |
|
|
4 |
|
|
Other, net
|
|
|
1 |
|
|
— |
|
|
— |
|
|
— |
|
|
1 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
270 |
|
|
(27 |
) |
|
(21 |
) |
|
(30 |
) |
|
192 |
|
|
Effect of exchange rate changes on cash
|
|
|
— |
|
|
— |
|
|
(2 |
) |
|
— |
|
|
(2 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
117 |
|
|
(2 |
) |
|
53 |
|
|
— |
|
|
168 |
|
|
Cash and cash equivalents at beginning of period
|
|
|
7 |
|
|
2 |
|
|
201 |
|
|
— |
|
|
210 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
124 |
|
$ |
— |
|
$ |
254 |
|
$ |
— |
|
$ |
378 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2012
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International LLC |
|
|
Net cash provided by operating activities
|
|
$ |
161 |
|
$ |
124 |
|
$ |
349 |
|
$ |
(1 |
) |
$ |
633 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(14 |
) |
|
(55 |
) |
|
(179 |
) |
|
— |
|
|
(248 |
) |
|
Increase in receivable from affiliate
|
|
|
(97 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(97 |
) |
|
Investment in affiliate
|
|
|
23 |
|
|
(11 |
) |
|
— |
|
|
(12 |
) |
|
— |
|
|
Investment in unconsolidated affiliate
|
|
|
(3 |
) |
|
(81 |
) |
|
— |
|
|
— |
|
|
(84 |
) |
|
Cash received from unconsolidated affiliates
|
|
|
— |
|
|
51 |
|
|
— |
|
|
— |
|
|
51 |
|
|
Acquisition of a business
|
|
|
— |
|
|
— |
|
|
(17 |
) |
|
(1 |
) |
|
(18 |
) |
|
Increase in restricted cash
|
|
|
— |
|
|
— |
|
|
(2 |
) |
|
— |
|
|
(2 |
) |
|
Other, net
|
|
|
— |
|
|
— |
|
|
2 |
|
|
— |
|
|
2 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(91 |
) |
|
(96 |
) |
|
(196 |
) |
|
(13 |
) |
|
(396 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net repayments under revolving loan facilities
|
|
|
— |
|
|
— |
|
|
(16 |
) |
|
— |
|
|
(16 |
) |
|
Net borrowings on overdraft facilities
|
|
|
— |
|
|
— |
|
|
2 |
|
|
— |
|
|
2 |
|
|
Repayments of short-term debt
|
|
|
— |
|
|
— |
|
|
(40 |
) |
|
— |
|
|
(40 |
) |
|
Repayments of long-term debt
|
|
|
(175 |
) |
|
— |
|
|
(67 |
) |
|
— |
|
|
(242 |
) |
|
Proceeds from issuance of long-term debt
|
|
|
— |
|
|
— |
|
|
3 |
|
|
— |
|
|
3 |
|
|
Proceeds from notes payable to affiliate
|
|
|
172 |
|
|
— |
|
|
— |
|
|
— |
|
|
172 |
|
|
Repayments of notes payable
|
|
|
(24 |
) |
|
— |
|
|
(9 |
) |
|
— |
|
|
(33 |
) |
|
Borrowings on notes payable
|
|
|
33 |
|
|
— |
|
|
1 |
|
|
— |
|
|
34 |
|
|
Debt issuance costs paid
|
|
|
(4 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(4 |
) |
|
Call premiums related to early extinguishment of debt
|
|
|
(2 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2 |
) |
|
Contribution from parent
|
|
|
— |
|
|
11 |
|
|
11 |
|
|
(22 |
) |
|
— |
|
|
Distribution to parent
|
|
|
— |
|
|
(35 |
) |
|
— |
|
|
35 |
|
|
— |
|
|
Dividends paid to parent
|
|
|
(72 |
) |
|
(1 |
) |
|
(1 |
) |
|
2 |
|
|
(72 |
) |
|
Excess tax benefit related to stock-based compensation
|
|
|
4 |
|
|
— |
|
|
— |
|
|
— |
|
|
4 |
|
|
Other, net
|
|
|
(2 |
) |
|
— |
|
|
(2 |
) |
|
(1 |
) |
|
(5 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(70 |
) |
|
(25 |
) |
|
(118 |
) |
|
14 |
|
|
(199 |
) |
|
Effect of exchange rate changes on cash
|
|
|
— |
|
|
— |
|
|
2 |
|
|
— |
|
|
2 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents
|
|
|
— |
|
|
3 |
|
|
37 |
|
|
— |
|
|
40 |
|
|
Cash and cash equivalents at beginning of period
|
|
|
4 |
|
|
— |
|
|
227 |
|
|
— |
|
|
231 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
4 |
|
$ |
3 |
|
$ |
264 |
|
$ |
— |
|
$ |
271 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|