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)

3 Months Ended

Mar. 31, 2015

Huntsman International

Condensed consolidated financial information

CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)

AS OF MARCH 31, 2015
(In Millions)

	Parent Company			Guarantors		Nonguarantors			Eliminations			Consolidated Huntsman International LLC
ASSETS
Current assets:
Cash and cash equivalents	$	133		$	—	$	663		$	—		$	796
Restricted cash		—			—		9			—			9
Accounts and notes receivable, net		75			90		1,461			7			1,633
Accounts receivable from affiliates		2,631			4,560		181			(7,025	)		347
Inventories		111			354		1,409			(5	)		1,869
Prepaid expenses		13			7		42			(6	)		56
Deferred income taxes		12			—		64			(18	)		58
Other current assets		666			7		200			(650	)		223

Total current assets		3,641			5,018		4,029			(7,697	)		4,991
Property, plant and equipment, net		442			1,279		2,484			—			4,205
Investment in unconsolidated affiliates		5,979			1,713		268			(7,610	)		350
Intangible assets, net		34			5		56			—			95
Goodwill		(13	)		82		50			—			119
Deferred income taxes		416			—		411			(417	)		410
Notes receivable from affiliates		23			538		—			(561	)		—
Other noncurrent assets		155			265		222			(1	)		641

Total assets	$	10,677		$	8,900	$	7,520		$	(16,286	)	$	10,811


LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	52		$	288	$	815		$	7		$	1,162
Accounts payable to affiliates		3,826			964		2,282			(7,025	)		47
Accrued liabilities		90			708		559			(655	)		702
Deferred income taxes		—			51		18			(19	)		50
Note payable to affiliate		100			—		—			—			100
Current portion of debt		326			—		203			—			529

Total current liabilities		4,394			2,011		3,877			(7,692	)		2,590
Long-term debt		4,547			—		282			—			4,829
Notes payable to affiliates		600			—		569			(563	)		606
Deferred income taxes		29			178		20			93			320
Other noncurrent liabilities		162			264		919			—			1,345

Total liabilities		9,732			2,453		5,667			(8,162	)		9,690
Equity
Huntsman International LLC members' equity
Members' equity		3,175			4,534		3,437			(7,971	)		3,175
Accumulated (deficit) income		(982	)		440		(519	)		79			(982	)
Accumulated other comprehensive (loss) income		(1,248	)		1,473		(1,238	)		(235	)		(1,248	)

Total Huntsman International LLC members' equity		945			6,447		1,680			(8,127	)		945
Noncontrolling interests in subsidiaries		—			—		173			3			176

Total equity		945			6,447		1,853			(8,124	)		1,121

Total liabilities and equity	$	10,677		$	8,900	$	7,520		$	(16,286	)	$	10,811

AS OF DECEMBER 31, 2014
(In Millions)

	Parent Company			Guarantors		Nonguarantors			Eliminations			Consolidated Huntsman International LLC
ASSETS
Current assets:
Cash and cash equivalents	$	353		$	6	$	351		$	—		$	710
Restricted cash		—			—		10			—			10
Accounts and notes receivable, net		57			127		1,476			5			1,665
Accounts receivable from affiliates		2,256			4,732		152			(6,794	)		346
Inventories		120			350		1,558			(3	)		2,025
Prepaid expenses		17			9		46			(11	)		61
Deferred income taxes		12			—		68			(18	)		62
Other current assets		697			7		208			(606	)		306

Total current assets		3,512			5,231		3,869			(7,427	)		5,185
Property, plant and equipment, net		431			1,251		2,692			1			4,375
Investment in unconsolidated affiliates		6,024			1,594		256			(7,524	)		350
Intangible assets, net		35			5		56			—			96
Goodwill		(15	)		82		55			—			122
Deferred income taxes		454			—		435			(454	)		435
Notes receivable from affiliates		23			592		—			(615	)		—
Other noncurrent assets		127			203		212			(4	)		538

Total assets	$	10,591		$	8,958	$	7,575		$	(16,023	)	$	11,101


LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	55		$	290	$	868		$	5		$	1,218
Accounts payable to affiliates		3,696			974		2,198			(6,794	)		74
Accrued liabilities		102			699		553			(618	)		736
Deferred income taxes		—			51		20			(19	)		52
Note payable to affiliate		100			—		—			—			100
Current portion of debt		40			—		227			—			267

Total current liabilities		3,993			2,014		3,866			(7,426	)		2,447
Long-term debt		4,629			—		304			—			4,933
Notes payable to affiliates		650			—		621			(615	)		656
Deferred income taxes		29			197		46			54			326
Other noncurrent liabilities		167			261		1,015			—			1,443

Total liabilities		9,468			2,472		5,852			(7,987	)		9,805
Equity
Huntsman International LLC members' equity
Members' equity		3,166			4,676		3,127			(7,803	)		3,166
Accumulated (deficit) income		(956	)		409		(501	)		92			(956	)
Accumulated other comprehensive (loss) income		(1,087	)		1,401		(1,076	)		(325	)		(1,087	)

Total Huntsman International LLC members' equity		1,123			6,486		1,550			(8,036	)		1,123
Noncontrolling interests in subsidiaries		—			—		173			—			173

Total equity		1,123			6,486		1,723			(8,036	)		1,296

Total liabilities and equity	$	10,591		$	8,958	$	7,575		$	(16,023	)	$	11,101

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

THREE MONTHS ENDED MARCH 31, 2015
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	257		$	579		$	1,724		$	—		$	2,560
Related party sales		68			122			267			(428	)		29

Total revenues		325			701			1,991			(428	)		2,589
Cost of goods sold		261			579			1,723			(426	)		2,137

Gross profit		64			122			268			(2	)		452
Selling, general and administrative		45			40			159			—			244
Research and development		11			10			21			—			42
Other operating (income) expense		(28	)		1			20			—			(7	)
Restructuring, impairment and plant closing costs		—			—			93			—			93

Operating income (loss)		36			71			(25	)		(2	)		80
Interest (expense) income		(57	)		8			(9	)		—			(58	)
Equity in income (loss) of investment in affiliates and subsidiaries		25			(16	)		2			(9	)		2
Loss on early extinguishment of debt		(3	)		—			—			—			(3	)
Other income (loss)		1			(7	)		5			—			(1	)

Income (loss) from continuing operations before income taxes		2			56			(27	)		(11	)		20
Income tax benefit (expense)		4			(23	)		16			—			(3	)

Income (loss) from continuing operations		6			33			(11	)		(11	)		17
Loss from discontinued operations, net of tax		(1	)		—			(1	)		—			(2	)

Net income (loss)		5			33			(12	)		(11	)		15
Net income attributable to noncontrolling interests		—			—			(8	)		(2	)		(10	)

Net income (loss) attributable to Huntsman International LLC	$	5		$	33		$	(20	)	$	(13	)	$	5


Net income (loss)	$	5		$	33		$	(12	)	$	(11	)	$	15
Other comprehensive (loss) income		(161	)		73			(170	)		90			(168	)
Comprehensive income attributable to noncontrolling interests		—			—			—			(3	)		(3	)

Comprehensive (loss) income attributable to Huntsman International LLC	$	(156	)	$	106		$	(182	)	$	76		$	(156	)

THREE MONTHS ENDED MARCH 31, 2014
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	260		$	766		$	1,667		$	—		$	2,693
Related party sales		97			130			341			(506	)		62

Total revenues		357			896			2,008			(506	)		2,755
Cost of goods sold		300			709			1,796			(505	)		2,300

Gross profit		57			187			212			(1	)		455
Selling, general and administrative		31			38			158			—			227
Research and development		11			9			16			—			36
Other operating (income) expense		(3	)		(5	)		4			—			(4	)
Restructuring, impairment and plant closing (credits) costs		(2	)		2			39			—			39

Operating income (loss)		20			143			(5	)		(1	)		157
Interest (expense) income		(47	)		8			(12	)		—			(51	)
Equity in income (loss) of investment in affiliates and subsidiaries		79			(13	)		2			(66	)		2
Other income		1			—			—			—			1

Income (loss) from continuing operations before income taxes		53			138			(15	)		(67	)		109
Income tax benefit (expense)		4			(56	)		15			—			(37	)

Income from continuing operations		57			82			—			(67	)		72
Loss from discontinued operations, net of tax		—			—			(7	)		—			(7	)

Net income (loss)		57			82			(7	)		(67	)		65
Net income attributable to noncontrolling interests		—			—			(6	)		(2	)		(8	)

Net income (loss) attributable to Huntsman International LLC	$	57		$	82		$	(13	)	$	(69	)	$	57


Net income (loss)	$	57		$	82		$	(7	)	$	(67	)	$	65
Other comprehensive income		4			97			5			(98	)		8
Comprehensive income attributable to noncontrolling interests		—			—			(10	)		(2	)		(12	)

Comprehensive income (loss) attributable to Huntsman International LLC	$	61		$	179		$	(12	)	$	(167	)	$	61

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2015
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Net cash (used in) provided by operating activities	$	(410	)	$	42		$	403		$	—		$	35

Investing activities:
Capital expenditures		(22	)		(53	)		(74	)		—			(149	)
Cash received from unconsolidated affiliates		—			15			—			—			15
Investment in affiliate		(20	)		(1	)		—			21			—
Investment in unconsolidated affiliates		—			(4	)		(9	)		—			(13	)
Increase in receivable from affiliate		(6	)		—			—			—			(6	)
Cash received from termination of cross-currency interest rate contracts		66			—			—			—			66

Net cash provided by (used in) investing activities		18			(43	)		(83	)		21			(87	)

Financing activities:
Net repayments on overdraft facilities		—			—			(2	)		—			(2	)
Repayments of short-term debt		—			—			(17	)		—			(17	)
Repayments of long-term debt		(54	)		—			(5	)		—			(59	)
Proceeds from issuance of long-term debt		326			—			—			—			326
Repayments of notes payable to affiliate		(50	)		—			—			—			(50	)
Repayments of notes payable		(9	)		—			—			—			(9	)
Debt issuance costs paid		(4	)		—			—			—			(4	)
Call premiums related to early extinguishment of debt		(3	)		—			—			—			(3	)
Contingent consideration paid for acquisition		(4	)		—			—			—			(4	)
Contribution from parent		—			2			28			(30	)		—
Distribution to parent		—			(7	)		(2	)		9			—
Dividends paid to parent		(31	)		—			—			—			(31	)
Excess tax benefit related to stock-based compensation		1			—			—			—			1
Other, net		—			—			(2	)		—			(2	)

Net cash provided by (used in) financing activities		172			(5	)		—			(21	)		146
Effect of exchange rate changes on cash		—			—			(8	)		—			(8	)

(Decrease) increase in cash and cash equivalents		(220	)		(6	)		312			—			86
Cash and cash equivalents at beginning of period		353			6			351			—			710

Cash and cash equivalents at end of period	$	133		$	—		$	663		$	—		$	796

THREE MONTHS ENDED MARCH 31, 2014
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Net cash (used in) provided by operating activities	$	(32	)	$	36		$	(72	)	$	1		$	(67	)

Investing activities:
Capital expenditures		(15	)		(32	)		(60	)		—			(107	)
Cash received from unconsolidated affiliates		—			15			—			—			15
Investment in affiliate		(88	)		(3	)		—			91			—
Investment in unconsolidated affiliates		—			(11	)		—			—			(11	)
Increase in receivable from affiliate		(5	)		—			—			—			(5	)
Other, net		—			1			(1	)		(1	)		(1	)

Net cash used in investing activities		(108	)		(30	)		(61	)		90			(109	)

Financing activities:
Net borrowings under revolving loan facilities		—			—			2			—			2
Net borrowings on overdraft facilities		—			—			4			—			4
Repayments of short-term debt		—			—			(3	)		—			(3	)
Borrowings on short-term debt		—			—			1			—			1
Repayments of long-term debt		(13	)		—			(9	)		—			(22	)
Repayments of notes payable to affiliate		(65	)		—			—			—			(65	)
Repayments of notes payable		(9	)		—			(1	)		—			(10	)
Borrowings on notes payable		—			—			1			—			1
Debt issuance costs paid		(2	)		—			—			—			(2	)
Contingent consideration paid for acquisition		(6	)		—			—			—			(6	)
Contribution from parent		—			3			96			(99	)		—
Distribution to parent		—			(8	)		—			8			—
Dividends paid to parent		(30	)		—			—			—			(30	)
Excess tax benefit related to stock-based compensation		1			—			—			—			1
Other, net		(1	)		(1	)		(2	)		—			(4	)

Net cash (used in) provided by financing activities		(125	)		(6	)		89			(91	)		(133	)
Effect of exchange rate changes on cash		—			—			(1	)		—			(1	)

Decrease in cash and cash equivalents		(265	)		—			(45	)		—			(310	)
Cash and cash equivalents at beginning of period		308			—			207			—			515

Cash and cash equivalents at end of period	$	43		$	—		$	162		$	—		$	205