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

6 Months Ended

Jun. 30, 2015

Condensed consolidated financial information

CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)

AS OF JUNE 30, 2015
(In Millions)

	Parent Company			Guarantors		Nonguarantors			Eliminations			Consolidated Huntsman International LLC
ASSETS
Current assets:
Cash and cash equivalents	$	239		$	1	$	357		$	—		$	597
Restricted cash		—			—		9			—			9
Accounts and notes receivable, net		42			120		1,552			7			1,721
Accounts receivable from affiliates		2,228			4,491		150			(6,525	)		344
Inventories		116			380		1,446			(4	)		1,938
Prepaid expenses		10			4		31			—			45
Deferred income taxes		12			—		65			(18	)		59
Other current assets		673			8		187			(678	)		190

Total current assets		3,320			5,004		3,797			(7,218	)		4,903
Property, plant and equipment, net		453			1,311		2,521			1			4,286
Investment in unconsolidated affiliates		6,160			1,791		261			(7,862	)		350
Intangible assets, net		34			5		54			—			93
Goodwill		(14	)		82		51			—			119
Deferred income taxes		404			—		444			(404	)		444
Notes receivable from affiliates		23			551		—			(574	)		—
Other noncurrent assets		141			271		239			(1	)		650

Total assets	$	10,521		$	9,015	$	7,367		$	(16,058	)	$	10,845


LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	47		$	272	$	853		$	7		$	1,179
Accounts payable to affiliates		3,713			856		2,008			(6,526	)		51
Accrued liabilities		72			768		581			(679	)		742
Deferred income taxes		—			51		18			(19	)		50
Note payable to affiliate		100			—		—			—			100
Current portion of debt		74			—		53			—			127

Total current liabilities		4,006			1,947		3,513			(7,217	)		2,249
Long-term debt		4,518			—		402			—			4,920
Notes payable to affiliates		795			—		581			(574	)		802
Deferred income taxes		29			174		24			106			333
Other noncurrent liabilities		163			268		916			—			1,347

Total liabilities		9,511			2,389		5,436			(7,685	)		9,651
Equity
Huntsman International LLC members' equity
Members' equity		3,183			4,528		3,478			(8,006	)		3,183
Accumulated (deficit) income		(983	)		515		(541	)		26			(983	)
Accumulated other comprehensive (loss) income		(1,190	)		1,583		(1,184	)		(399	)		(1,190	)

Total Huntsman International LLC members' equity		1,010			6,626		1,753			(8,379	)		1,010
Noncontrolling interests in subsidiaries		—			—		178			6			184

Total equity		1,010			6,626		1,931			(8,373	)		1,194

Total liabilities and equity	$	10,521		$	9,015	$	7,367		$	(16,058	)	$	10,845

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 JUNE 30, 2015
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	268		$	658		$	1,771		$	—		$	2,697
Related party sales		71			137			290			(455	)		43

Total revenues		339			795			2,061			(455	)		2,740
Cost of goods sold		258			594			1,796			(457	)		2,191

Gross profit		81			201			265			2			549
Selling, general and administrative		39			56			153			—			248
Research and development		11			12			18			—			41
Other operating (income) expense		(1	)		(11	)		10			—			(2	)
Restructuring, impairment and plant closing costs		1			4			109			—			114

Operating income (loss)		31			140			(25	)		2			148
Interest (expense) income		(56	)		8			(8	)		—			(56	)
Equity in income (loss) of investment in affiliates and subsidiaries		73			(23	)		3			(50	)		3
Loss on early extinguishment of debt		(20	)		—			—			—			(20	)
Other (loss) income		—			(1	)		2			(1	)		—

Income (loss) from continuing operations before income taxes		28			124			(28	)		(49	)		75
Income tax benefit (expense)		2			(49	)		13			—			(34	)

Income (loss) from continuing operations		30			75			(15	)		(49	)		41
Loss from discontinued operations, net of tax		(1	)		(1	)		—			—			(2	)

Net income (loss)		29			74			(15	)		(49	)		39
Net income attributable to noncontrolling interests		—			—			(5	)		(5	)		(10	)

Net income (loss) attributable to Huntsman International LLC	$	29		$	74		$	(20	)	$	(54	)	$	29


Net income (loss)	$	29		$	74		$	(15	)	$	(49	)	$	39
Other comprehensive income		58			109			55			(162	)		60
Comprehensive income attributable to noncontrolling interests		—			—			(7	)		(5	)		(12	)

Comprehensive income attributable to Huntsman International LLC	$	87		$	183		$	33		$	(216	)	$	87

THREE MONTHS ENDED JUNE 30, 2014
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	311		$	850		$	1,760		$	—		$	2,921
Related party sales		79			127			371			(510	)		67

Total revenues		390			977			2,131			(510	)		2,988
Cost of goods sold		321			765			1,908			(512	)		2,482

Gross profit		69			212			223			2			506
Selling, general and administrative		52			40			151			—			243
Research and development		13			10			14			—			37
Other operating (income) expense		(7	)		(2	)		4			—			(5	)
Restructuring, impairment and plant closing costs		4			—			9			—			13

Operating income		7			164			45			2			218
Interest (expense) income		(46	)		10			(16	)		—			(52	)
Equity in income of investment in affiliates and subsidiaries		137			15			2			(152	)		2
Other income		1			—			—			(1	)		—

Income from continuing operations before income taxes		99			189			31			(151	)		168
Income tax benefit (expense)		19			(50	)		(12	)		—			(43	)

Income from continuing operations		118			139			19			(151	)		125
Income (loss) from discontinued operations, net of tax		2			—			(2	)		—			—

Net income		120			139			17			(151	)		125
Net income attributable to noncontrolling interests		—			—			(4	)		(1	)		(5	)

Net income attributable to Huntsman International LLC	$	120		$	139		$	13		$	(152	)	$	120


Net income	$	120		$	139		$	17		$	(151	)	$	125
Other comprehensive income		19			56			14			(76	)		13
Comprehensive income attributable to noncontrolling interests		—			—			3			(1	)		2

Comprehensive income attributable to Huntsman International LLC	$	139		$	195		$	34		$	(228	)	$	140

SIX MONTHS ENDED JUNE 30, 2015
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	525		$	1,237		$	3,495		$	—		$	5,257
Related party sales		139			259			557			(883	)		72

Total revenues		664			1,496			4,052			(883	)		5,329
Cost of goods sold		519			1,173			3,519			(883	)		4,328

Gross profit		145			323			533			—			1,001
Selling, general and administrative		84			96			312			—			492
Research and development		22			22			39			—			83
Other operating (income) expense		(29	)		(10	)		30			—			(9	)
Restructuring, impairment and plant closing costs		1			4			202			—			207

Operating income (loss)		67			211			(50	)		—			228
Interest (expense) income		(113	)		16			(17	)		—			(114	)
Equity in income (loss) of investment in affiliates and subsidiaries		98			(39	)		5			(59	)		5
Loss on early extinguishment of debt		(23	)		—			—			—			(23	)
Other income (loss)		1			(8	)		7			(1	)		(1	)

Income (loss) from continuing operations before income taxes		30			180			(55	)		(60	)		95
Income tax benefit (expense)		6			(72	)		29			—			(37	)

Income (loss) from continuing operations		36			108			(26	)		(60	)		58
Loss from discontinued operations, net of tax		(2	)		(1	)		(1	)		—			(4	)

Net income (loss)		34			107			(27	)		(60	)		54
Net income attributable to noncontrolling interests		—			—			(13	)		(7	)		(20	)

Net income (loss) attributable to Huntsman International LLC	$	34		$	107		$	(40	)	$	(67	)	$	34


Net income (loss)	$	34		$	107		$	(27	)	$	(60	)	$	54
Other comprehensive (loss) income		(103	)		182			(115	)		(72	)		(108	)
Comprehensive income attributable to noncontrolling interests		—			—			(7	)		(8	)		(15	)

Comprehensive (loss) income attributable to Huntsman International LLC	$	(69	)	$	289		$	(149	)	$	(140	)	$	(69	)

SIX MONTHS ENDED JUNE 30, 2014
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	571		$	1,616		$	3,427		$	—		$	5,614
Related party sales		176			257			712			(1,016	)		129

Total revenues		747			1,873			4,139			(1,016	)		5,743
Cost of goods sold		621			1,474			3,704			(1,017	)		4,782

Gross profit		126			399			435			1			961
Selling, general and administrative		83			78			309			—			470
Research and development		24			19			30			—			73
Other operating (income) expense		(10	)		(7	)		8			—			(9	)
Restructuring, impairment and plant closing costs		2			2			48			—			52

Operating income		27			307			40			1			375
Interest (expense) income		(93	)		18			(28	)		—			(103	)
Equity in income of investment in affiliates and subsidiaries		216			2			4			(218	)		4
Other income		2			—			—			(1	)		1

Income from continuing operations before income taxes		152			327			16			(218	)		277
Income tax benefit (expense)		23			(106	)		3			—			(80	)

Income from continuing operations		175			221			19			(218	)		197
Income (loss) from discontinued operations, net of tax		2			—			(9	)		—			(7	)

Net income		177			221			10			(218	)		190
Net income attributable to noncontrolling interests		—			—			(10	)		(3	)		(13	)

Net income attributable to Huntsman International LLC	$	177		$	221		$	—		$	(221	)	$	177


Net income	$	177		$	221		$	10		$	(218	)	$	190
Other comprehensive income		23			153			19			(174	)		21
Comprehensive income attributable to noncontrolling interests		—			—			(7	)		(3	)		(10	)

Comprehensive income attributable to Huntsman International LLC	$	200		$	374		$	22		$	(395	)	$	201

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2015
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Net cash (used in) provided by operating activities	$	(112	)	$	113		$	181		$	(1	)	$	181

Investing activities:
Capital expenditures		(39	)		(112	)		(145	)		—			(296	)
Cash received from unconsolidated affiliates		—			25			—			—			25
Investment in affiliate		(59	)		—			—			59			—
Investment in unconsolidated affiliates		—			(20	)		(12	)		—			(32	)
Acquisition of businesses, net of cash acquired		—			—			(15	)		—			(15	)
Cash received from purchase price adjustment for business acquired		18			—			—			—			18
Proceeds from sale of businesses/assets		—			—			1			—			1
Increase in receivable from affiliate		(4	)		—			—			—			(4	)
Cash received from termination of cross-currency interest rate contracts		66			—			—			—			66

Net cash (used in) provided by investing activities		(18	)		(107	)		(171	)		59			(237	)

Financing activities:
Net repayments on overdraft facilities		—			—			(2	)		—			(2	)
Repayments of short-term debt		—			—			(17	)		—			(17	)
Repayments of long-term debt		(346	)		—			(42	)		—			(388	)
Proceeds from issuance of long-term debt		326			—			—			—			326
Repayments of notes payable to affiliate		(50	)		—			—			—			(50	)
Proceeds from issuance of notes payable from affiliate		195			—			—			—			195
Repayments of notes payable		(14	)		—			(1	)		—			(15	)
Borrowings on notes payable		—			—			1			—			1
Debt issuance costs paid		(5	)		—			—			—			(5	)
Call premiums related to early extinguishment of debt		(26	)		—			—			—			(26	)
Contingent consideration paid for acquisition		(4	)		—			—			—			(4	)
Contribution from parent		—			4			73			(77	)		—
Distribution to parent		—			(14	)		(7	)		21			—
Dividends paid to noncontrolling interests		—			—			—			(4	)		(4	)
Dividends paid to parent		(61	)		(1	)		—			1			(61	)
Excess tax benefit related to stock-based compensation		1			—			—			—			1
Other, net		—			—			(2	)		1			(1	)

Net cash provided by (used in) financing activities		16			(11	)		3			(58	)		(50	)
Effect of exchange rate changes on cash		—			—			(7	)		—			(7	)

(Decrease) increase in cash and cash equivalents		(114	)		(5	)		6			—			(113	)
Cash and cash equivalents at beginning of period		353			6			351			—			710

Cash and cash equivalents at end of period	$	239		$	1		$	357		$	—		$	597

SIX MONTHS ENDED JUNE 30, 2014
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Net cash (used in) provided by operating activities	$	(128	)	$	74		$	38		$	(1	)	$	(17	)

Investing activities:
Capital expenditures		(30	)		(68	)		(116	)		—			(214	)
Cash received from unconsolidated affiliates		—			30			—			—			30
Investment in affiliate		(122	)		(6	)		—			128			—
Investment in unconsolidated affiliates		—			(17	)		(12	)		—			(29	)
Proceeds from sale of businesses/assets		3			—			11			—			14
Increase in receivable from affiliate		(5	)		—			—			—			(5	)
Other, net		(1	)		—			(2	)		—			(3	)

Net cash used in investing activities		(155	)		(61	)		(119	)		128			(207	)

Financing activities:
Net repayments under revolving loan facilities		—			—			(1	)		—			(1	)
Net borrowings on overdraft facilities		—			—			8			—			8
Repayments of short-term debt		—			—			(8	)		—			(8	)
Borrowings on short-term debt		—			—			5			—			5
Repayments of long-term debt		(13	)		—			(22	)		—			(35	)
Proceeds from issuance of long-term debt		204			—			—			—			204
Repayments of notes payable to affiliate		(65	)		—			—			—			(65	)
Repayments of notes payable		(15	)		—			(1	)		—			(16	)
Borrowings on notes payable		—			—			1			—			1
Debt issuance costs paid		(4	)		—			—			—			(4	)
Contingent consideration paid for acquisition		(6	)		—			—			—			(6	)
Contribution from parent		—			6			139			(145	)		—
Distribution to parent		—			(17	)		—			17			—
Dividends paid to noncontrolling interests		—			—			(4	)		—			(4	)
Dividends paid to parent		(60	)		(1	)		—			1			(60	)
Excess tax expense related to stock-based compensation		(1	)		—			—			—			(1	)
Other, net		(1	)		(1	)		2			—			—

Net cash provided by (used in) financing activities		39			(13	)		119			(127	)		18
Effect of exchange rate changes on cash		—			—			(1	)		—			(1	)

(Decrease) increase in cash and cash equivalents		(244	)		—			37			—			(207	)
Cash and cash equivalents at beginning of period		308			—			207			—			515

Cash and cash equivalents at end of period	$	64		$	—		$	244		$	—		$	308