Huntsman Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

CONDENSED CONSOLIDATING FINANCIAL INFORMATION-HUNTSMAN INTERNATIONAL (Tables)

CONDENSED CONSOLIDATING FINANCIAL INFORMATION-HUNTSMAN INTERNATIONAL (Tables) (Huntsman International)

12 Months Ended

Dec. 31, 2014

Huntsman International

Condensed consolidated financial information

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
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

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
AS OF DECEMBER 31, 2013
(In Millions)

	Parent Company			Guarantors		Nonguarantors			Eliminations			Consolidated Huntsman International LLC
ASSETS
Current assets:
Cash and cash equivalents	$	308		$	—	$	207		$	—		$	515
Restricted cash		—			—		9			—			9
Accounts and notes receivable, net		28			130		1,384			—			1,542
Accounts receivable from affiliates		2,386			4,823		140			(7,024	)		325
Inventories		112			297		1,339			(7	)		1,741
Prepaid expenses		70			64		47			(120	)		61
Deferred income taxes		12			—		59			(18	)		53
Other current assets		379			4		199			(382	)		200

Total current assets		3,295			5,318		3,384			(7,551	)		4,446
Property, plant and equipment, net		390			954		2,414			1			3,759
Investment in unconsolidated affiliates		5,393			1,178		178			(6,464	)		285
Intangible assets, net		48			1		39			—			88
Goodwill		(17	)		82		66			—			131
Deferred income taxes		323			—		239			(319	)		243
Notes receivable from affiliates		22			658		—			(680	)		—
Other noncurrent assets		67			172		221			(1	)		459

Total assets	$	9,521		$	8,363	$	6,541		$	(15,014	)	$	9,411


LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	50		$	267	$	750		$	—		$	1,067
Accounts payable to affiliates		3,655			1,476		1,946			(7,024	)		53
Accrued liabilities		138			517		590			(503	)		742
Deferred income taxes		—			57		8			(21	)		44
Note payable to affiliate		100			—		—			—			100
Current portion of debt		28			—		249			—			277

Total current liabilities		3,971			2,317		3,543			(7,548	)		2,283
Long-term debt		3,290			—		343			—			3,633
Notes payable to affiliates		772			—		687			(680	)		779
Deferred income taxes		25			200		39			39			303
Other noncurrent liabilities		137			140		661			—			938

Total liabilities		8,195			2,657		5,273			(8,189	)		7,936
Equity
Huntsman International LLC members' equity
Members' equity		3,138			4,354		2,215			(6,569	)		3,138
Accumulated deficit		(1,194	)		66		(450	)		384			(1,194	)
Accumulated other comprehensive (loss) income		(618	)		1,286		(645	)		(641	)		(618	)

Total Huntsman International LLC members' equity		1,326			5,706		1,120			(6,826	)		1,326
Noncontrolling interests in subsidiaries		—			—		148			1			149

Total equity		1,326			5,706		1,268			(6,825	)		1,475

Total liabilities and equity	$	9,521		$	8,363	$	6,541		$	(15,014	)	$	9,411

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
AND COMPREHENSIVE (LOSS) INCOME
YEAR ENDED DECEMBER 31, 2014
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	1,194		$	3,164		$	6,959		$	—		$	11,317
Related party sales		299			511			1,377			(1,926	)		261

Total revenues		1,493			3,675			8,336			(1,926	)		11,578
Cost of goods sold		1,222			2,909			7,451			(1,931	)		9,651

Gross profit		271			766			885			5			1,927
Selling, general and administrative		164			163			642			—			969
Research and development		48			40			70			—			158
Other operating (income) expense		(7	)		(8	)		11			—			(4	)
Restructuring, impairment and plant closing costs		7			5			146			—			158

Operating income		59			566			16			5			646
Interest (expense) income		(204	)		37			(47	)		—			(214	)
Equity in income (loss) of investment in affiliates and subsidiaries		186			(51	)		6			(135	)		6
Loss on early extinguishment of debt		(28	)		—			—			—			(28	)
Other income (loss)		3			(5	)		3			(2	)		(1	)

Income (loss) from continuing operations before income taxes		16			547			(22	)		(132	)		409
Income tax benefit (expense)		318			(202	)		(2	)		(157	)		(43	)

Income from continuing operations		334			345			(24	)		(289	)		366
Income (loss) from discontinued operations, net of tax		1			—			(10	)		—			(9	)

Net income (loss)		335			345			(34	)		(289	)		357
Net income attributable to noncontrolling interests		—			—			(18	)		(4	)		(22	)

Net income (loss) attributable to Huntsman International LLC	$	335		$	345		$	(52	)	$	(293	)	$	335


Net income (loss)	$	335		$	345		$	(34	)	$	(289	)	$	357
Other comprehensive (loss) income		(469	)		115			(440	)		310			(484	)
Comprehensive income attributable to noncontrolling interests		—			—			(8	)		1			(7	)

Comprehensive (loss) income attributable to Huntsman International LLC	$	(134	)	$	460		$	(482	)	$	22		$	(134	)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
AND COMPREHENSIVE (LOSS) INCOME
YEAR ENDED DECEMBER 31, 2013
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	1,039		$	3,193		$	6,615		$	—		$	10,847
Related party sales		315			470			1,277			(1,830	)		232

Total revenues		1,354			3,663			7,892			(1,830	)		11,079
Cost of goods sold		1,097			2,904			7,137			(1,829	)		9,309

Gross profit		257			759			755			(1	)		1,770
Selling, general and administrative		168			131			637			—			936
Research and development		51			38			51			—			140
Other operating (income) expense		(6	)		(10	)		26			—			10
Restructuring, impairment and plant closing costs		13			15			123			—			151

Operating income (loss)		31			585			(82	)		(1	)		533
Interest (expense) income, net		(185	)		43			(61	)		—			(203	)
Equity in income (loss) of investment in affiliates and subsidiaries		118			(134	)		8			16			8
Loss on early extinguishment of debt		(51	)		—			—			—			(51	)
Other income		2			—			2			(2	)		2

Loss (income) from continuing operations before income taxes		(85	)		494			(133	)		13			289
Income tax benefit (expense)		210			(200	)		26			(173	)		(137	)

Income (loss) from continuing operations		125			294			(107	)		(160	)		152
Income (loss) from discontinued operations, net of tax		1			(1	)		(5	)		—			(5	)

Net income (loss)		126			293			(112	)		(160	)		147
Net income attributable to noncontrolling interests		—			—			(22	)		1			(21	)

Net income (loss) attributable to Huntsman International LLC	$	126		$	293		$	(134	)	$	(159	)	$	126


Net income (loss)	$	126		$	293		$	(112	)	$	(160	)	$	147
Other comprehensive income		173			34			48			(77	)		178
Comprehensive income attributable to noncontrolling interests		—			—			(23	)		(3	)		(26	)

Comprehensive income (loss) attributable to Huntsman International LLC	$	299		$	327		$	(87	)	$	(240	)	$	299

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
AND COMPREHENSIVE (LOSS) INCOME
YEAR ENDED DECEMBER 31, 2012
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	932		$	3,443		$	6,589		$	—		$	10,964
Related party sales		745			447			1,161			(2,130	)		223

Total revenues		1,677			3,890			7,750			(2,130	)		11,187
Cost of goods sold		1,424			3,003			6,849			(2,130	)		9,146

Gross profit		253			887			901			—			2,041
Selling, general and administrative		191			120			623			—			934
Research and development		47			36			69			—			152
Other operating (income) expense		(5	)		2			(3	)		—			(6	)
Restructuring, impairment and plant closing costs		4			7			81			—			92

Operating income		16			722			131			—			869
Interest (expense) income, net		(207	)		42			(73	)		—			(238	)
Equity in income of investment in affiliates and subsidiaries		503			40			9			(545	)		7
Loss on early extinguishment of debt		(80	)		—			—			—			(80	)
Other (expense) income		(12	)		14			(1	)		—			1

Income from continuing operations before income taxes		220			818			66			(545	)		559
Income tax benefit (expense)		141			(243	)		1			(78	)		(179	)

Income from continuing operations		361			575			67			(623	)		380
Income (loss) from discontinued operations, net of tax		4			1			(12	)		—			(7	)

Income before extraordinary gain		365			576			55			(623	)		373
Extraordinary gain on the acquisition of a business, net of tax of nil		—			—			2			—			2

Net income		365			576			57			(623	)		375
Net income attributable to noncontrolling interests		—			—			(16	)		6			(10	)

Net income attributable to Huntsman International LLC	$	365		$	576		$	41		$	(617	)	$	365


Net income	$	365		$	576		$	57		$	(623	)	$	375
Other comprehensive loss		(180	)		(250	)		(148	)		397			(181	)
Comprehensive income attributable to noncontrolling interests		—			—			(16	)		7			(9	)

Comprehensive income (loss) attributable to Huntsman International LLC	$	185		$	326		$	(107	)	$	(219	)	$	185

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2014
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Net cash (used in) provided by operating activities	$	25		$	252		$	480		$	(3	)	$	754

Investing activities:
Capital expenditures		(85	)		(223	)		(293	)		—			(601	)
Cash received from unconsolidated affiliates		—			48			3			—			51
Investment in affiliate		38			(10	)		—			(28	)		—
Investment in unconsolidated affiliates		—			(37	)		(71	)		—			(108	)
Acquisition of businesses, net of cash acquired		(1,038	)		—			78			—			(960	)
Proceeds from sale of businesses/assets		3			—			12			—			15
Increase in receivable from affiliate		(2	)		—			—			—			(2	)
Other, net		—			—			(2	)		—			(2	)

Net cash used in investing activities		(1,084	)		(222	)		(273	)		(28	)		(1,607	)

Financing activities:
Net repayments under revolving loan facilities		—			—			(1	)		—			(1	)
Net borrowings on overdraft facilities		—			—			(5	)		—			(5	)
Repayments of short-term debt		—			—			(8	)		—			(8	)
Borrowings on short-term debt		—			—			15			—			15
Repayments of long-term debt		(372	)		—			(46	)		—			(418	)
Proceeds from issuance of long-term debt		1,792			—			—			—			1,792
Repayments of notes payable to affiliate		(122	)		—			—			—			(122	)
Repayments of notes payable		(32	)		—			(2	)		—			(34	)
Borrowings on notes payable		31			—			2			—			33
Debt issuance costs paid		(67	)		—			—			—			(67	)
Call premiums related to early extinguishment of debt		(24	)		—			—			—			(24	)
Contingent consideration paid for acquisition		(6	)		—			—			—			(6	)
Contribution from parent		—			11			(4	)		(7	)		—
Distribution to parent		—			(34	)		(1	)		35			—
Dividends paid to parent		(97	)		(2	)		—			2			(97	)
Excess tax benefit related to stock-based compensation		1			—			—			—			1
Other, net		—			1			(2	)		1			—

Net cash (used in) provided by financing activities		1,104			(24	)		(52	)		31			1,059
Effect of exchange rate changes on cash		—			—			(11	)		—			(11	)

(Decrease) increase in cash and cash equivalents		45			6			144			—			195
Cash and cash equivalents at beginning of period		308			—			207			—			515

Cash and cash equivalents at end of period	$	353		$	6		$	351		$	—		$	710

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2013
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Net cash (used in) provided by operating activities	$	113		$	167		$	456		$	(2	)	$	734

Investing activities:
Capital expenditures		(52	)		(134	)		(285	)		—			(471	)
Cash received from unconsolidated affiliates		—			71			—			—			71
Investment in affiliate		68			(11	)		—			(57	)		—
Investment in unconsolidated affiliates		—			(60	)		(44	)		—			(104	)
Acquisition of a business, net of cash acquired		(66	)		—			—			—			(66	)
Proceeds from sale of businesses/assets		—			—			2			—			2
Increase in receivable from affiliate		(48	)		—			—			—			(48	)
Other, net		(2	)		—			4			—			2

Net cash used in investing activities		(100	)		(134	)		(323	)		(57	)		(614	)

Financing activities:
Net repayments under revolving loan facilities		—			—			(4	)		—			(4	)
Net borrowings on overdraft facilities		—			—			(9	)		—			(9	)
Repayments of short-term debt		—			—			(18	)		—			(18	)
Borrowings on short-term debt		—			—			15			—			15
Repayments of long-term debt		(761	)		—			(79	)		—			(840	)
Proceeds from issuance of long-term debt		978			—			1			—			979
Proceeds from notes payable to affiliate		177			—			—			—			177
Repayments of notes payable		(33	)		—			(7	)		—			(40	)
Borrowings on notes payable		33			—			2			—			35
Debt issuance costs paid		(11	)		—			—			—			(11	)
Call premiums and other costs related to early extinguishment of debt		(4	)		—			—			—			(4	)
Contribution from parent		—			11			(24	)		13			—
Distribution to parent		—			(44	)		—			44			—
Dividends paid to parent		(96	)		(2	)		—			2			(96	)
Excess tax benefit related to stock-based compensation		1			—			—			—			1
Other, net		4			—			(1	)		—			3

Net cash provided by (used in) financing activities		288			(35	)		(124	)		59			188
Effect of exchange rate changes on cash		—			—			(3	)		—			(3	)

Increase (decrease) in cash and cash equivalents		301			(2	)		6			—			305
Cash and cash equivalents at beginning of period		7			2			201			—			210

Cash and cash equivalents at end of period	$	308		$	—		$	207		$	—		$	515

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2012
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Net cash provided by operating activities	$	85			269		$	508		$	(2	)	$	860

Investing activities:
Capital expenditures		(23	)		(111	)		(278	)		—			(412	)
Cash received from unconsolidated affiliates		—			80			2			—			82
Investment in affiliate		225			(62	)		48			(211	)		—
Investment in unconsolidated affiliates		(3	)		(100	)		(24	)		—			(127	)
Acquisition of businesses, net of cash acquired		—			—			(18	)		—			(18	)
Proceeds from sale of businesses/assets		—			—			6			—			6
Increase in receivable from affiliate		(108	)		—			—			—			(108	)
Other, net		—			1			(1	)		(1	)		(1	)

Net cash provided by (used in) investing activities		91			(192	)		(265	)		(212	)		(578	)

Financing activities:
Net repayments under revolving loan facilities		—			—			(15	)		—			(15	)
Net borrowings on overdraft facilities		—			—			2			—			2
Repayments of short-term debt		—			—			(53	)		—			(53	)
Repayments of long-term debt		(625	)		—			(69	)		—			(694	)
Proceeds from issuance of long-term debt		400			—			5			—			405
Repayments of notes payable to affiliate		(139	)		—			—			—			(139	)
Proceeds from notes payable to affiliate		299			—			—			—			299
Repayments of notes payable		(33	)		—			(4	)		—			(37	)
Borrowings on notes payable		33			—			1			—			34
Debt issuance costs paid		(11	)		—			—			—			(11	)
Call premiums related to early extinguishment of debt		(2	)		—			—			—			(2	)
Contribution from parent		—			14			—			(14	)		—
Distribution to parent		—			(87	)		(138	)		225			—
Dividends paid to parent		(96	)		(2	)		(1	)		3			(96	)
Excess tax benefit related to stock-based compensation		4			—			—			—			4
Other, net		(3	)		—			—			—			(3	)

Net cash used in financing activities		(173	)		(75	)		(272	)		214			(306	)
Effect of exchange rate changes on cash		—			—			3			—			3

Increase (decrease) in cash and cash equivalents		3			2			(26	)		—			(21	)
Cash and cash equivalents at beginning of period		4			—			227			—			231

Cash and cash equivalents at end of period	$	7			2		$	201		$	—		$	210