Huntsman Corporation Registration of securities issued in business combination transactions

Registration of securities issued in business combination transactions

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables)

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables)

12 Months Ended

Dec. 31, 2015

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
AS OF DECEMBER 31, 2015
(In Millions)

	Parent Company			Guarantors		Nonguarantors			Eliminations			Consolidated Huntsman International LLC
ASSETS
Current assets:
Cash and cash equivalents	$	44		$	1	$	212		$	—		$	257
Restricted cash		—			—		12			—			12
Accounts and notes receivable, net		21			96		1,298			5			1,420
Accounts receivable from affiliates		2,163			4,730		163			(6,716	)		340
Inventories		101			322		1,275			(6	)		1,692
Prepaid expenses		49			31		91			(60	)		111
Other current assets		790			8		212			(704	)		306

Total current assets		3,168			5,188		3,263			(7,481	)		4,138
Property, plant and equipment, net		473			1,433		2,503			1			4,410
Investment in unconsolidated affiliates		5,991			1,558		263			(7,465	)		347
Intangible assets, net		32			3		51			—			86
Goodwill		(13	)		82		47			—			116
Deferred income taxes		473			—		430			(485	)		418
Notes receivable from affiliates		36			539		6			(581	)		—
Other noncurrent assets		71			223		279			—			573

Total assets	$	10,231		$	9,026	$	6,842		$	(16,011	)	$	10,088


LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	50		$	207	$	772		$	5		$	1,034
Accounts payable to affiliates		3,905			973		1,891			(6,717	)		52
Accrued liabilities		74			793		581			(765	)		683
Note payable to affiliate		100			—		—			—			100
Current portion of debt		89			—		81			—			170

Total current liabilities		4,218			1,973		3,325			(7,477	)		2,039
Long-term debt		4,229			—		396			—			4,625
Notes payable to affiliates		703			—		576			(581	)		698
Deferred income taxes		24			276		36			82			418
Other noncurrent liabilities		160			241		819			4			1,224

Total liabilities		9,334			2,490		5,152			(7,972	)		9,004
Equity
Huntsman International LLC members' equity
Members' equity		3,196			4,517		3,394			(7,911	)		3,196
Accumulated (deficit) income		(983	)		652		(557	)		(95	)		(983	)
Accumulated other comprehensive (loss) income		(1,316	)		1,367		(1,311	)		(56	)		(1,316	)

Total Huntsman International LLC members' equity		897			6,536		1,526			(8,062	)		897
Noncontrolling interests in subsidiaries		—			—		164			23			187

Total equity		897			6,536		1,690			(8,039	)		1,084

Total liabilities and equity	$	10,231		$	9,026	$	6,842		$	(16,011	)	$	10,088

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		48			203		212			(4	)		459

Total assets	$	10,512		$	8,958	$	7,575		$	(16,023	)	$	11,022


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		4,550			—		304			—			4,854
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		9,389			2,472		5,852			(7,987	)		9,726
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	$	10,512		$	8,958	$	7,575		$	(16,023	)	$	11,022

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
AND COMPREHENSIVE (LOSS) INCOME
YEAR ENDED DECEMBER 31, 2015
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	1,054		$	2,478		$	6,636		$	—		$	10,168
Related party sales		238			470			1,062			(1,639	)		131

Total revenues		1,292			2,948			7,698			(1,639	)		10,299
Cost of goods sold		1,026			2,341			6,717			(1,637	)		8,447

Gross profit		266			607			981			(2	)		1,852
Selling, general and administrative		172			174			631			—			977
Research and development		54			45			61			—			160
Other operating (income) expense		(27	)		(29	)		56			—			—
Restructuring, impairment and plant closing costs		7			12			283			—			302

Operating income (loss)		60			405			(50	)		(2	)		413
Interest (expense) income		(220	)		35			(29	)		—			(214	)
Equity in income (loss) of investment in affiliates and subsidiaries		169			(57	)		5			(111	)		6
Loss on early extinguishment of debt		(31	)		—			—			—			(31	)
Other income (loss)		2			(12	)		13			(1	)		2

(Loss) income from continuing operations before income taxes		(20	)		371			(61	)		(114	)		176
Income tax benefit (expense)		113			(123	)		24			(59	)		(45	)

Income (loss) from continuing operations		93			248			(37	)		(173	)		131
Income (loss) from discontinued operations, net of tax		1			(2	)		(3	)		—			(4	)

Net income (loss)		94			246			(40	)		(173	)		127
Net income attributable to noncontrolling interests		—			—			(22	)		(11	)		(33	)

Net income (loss) attributable to Huntsman International LLC	$	94		$	246		$	(62	)	$	(184	)	$	94


Net income (loss)	$	94		$	246		$	(40	)	$	(173	)	$	127
Other comprehensive loss		(229	)		(35	)		(248	)		278			(234	)
Comprehensive income attributable to noncontrolling interests		—			—			(13	)		(15	)		(28	)

Comprehensive (loss) income attributable to Huntsman International LLC	$	(135	)	$	211		$	(301	)	$	90		$	(135	)

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 INCOME (LOSS)
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

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2015
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Net cash (used in) provided by operating activities	$	(23	)	$	277		$	318		$	(2	)	$	570

Investing activities:
Capital expenditures		(70	)		(267	)		(326	)		—			(663	)
Cash received from unconsolidated affiliates		—			48			—			—			48
Investment in affiliate		34			3			(6	)		(31	)		—
Investment in unconsolidated affiliates		—			(42	)		(12	)		—			(54	)
Acquisition of businesses, net of cash acquired		—			—			(14	)		—			(14	)
Cash received from purchase price adjustment for business acquired		18			—			—			—			18
Proceeds from sale of businesses/assets		—			—			1			—			1
Increase in receivable from affiliate		1			—			—			—			1
Cash received from termination of cross-currency interest rate contracts		66			—			—			—			66
Change in restricted cash		—			—			(3	)		—			(3	)
Other, net		1			—			—			—			1

Net cash provided by (used in) investing activities		50			(258	)		(360	)		(31	)		(599	)

Financing activities:
Net repayments under revolving loan facilities		—			—			(1	)		—			(1	)
Net borrowings on overdraft facilities		—			—			(8	)		—			(8	)
Borrowings on short-term debt		—			—			12			—			12
Repayments of long-term debt		(548	)		—			(56	)		—			(604	)
Proceeds from issuance of long-term debt		326			—			—			—			326
Repayments of notes payable to affiliate		(148	)		—			—			—			(148	)
Proceeds from notes payable to affiliate		201			—			—			(6	)		195
Repayments of notes payable		(32	)		—			(1	)		—			(33	)
Borrowings on notes payable		32			—			2			—			34
Debt issuance costs paid		(8	)		—			—			—			(8	)
Call premiums related to early extinguishment of debt		(35	)		—			—			—			(35	)
Contingent consideration paid for acquisition		(4	)		—			—			—			(4	)
Dividends paid to noncontrolling interests		—			—			(14	)		—			(14	)
Contribution from parent		—			5			(7	)		2			—
Distribution to parent		—			(27	)		(8	)		35			—
Dividends paid to parent		(121	)		(2	)		—			2			(121	)
Excess tax benefit related to stock-based compensation		1			—			—			—			1

Net cash used in financing activities		(336	)		(24	)		(81	)		33			(408	)
Effect of exchange rate changes on cash		—			—			(16	)		—			(16	)

Decrease in cash and cash equivalents		(309	)		(5	)		(139	)		—			(453	)
Cash and cash equivalents at beginning of period		353			6			351			—			710

Cash and cash equivalents at end of period	$	44		$	1		$	212		$	—		$	257

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 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	)		—
Dividends paid to noncontrolling interests		—			—			(4	)		—			(4	)
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			4

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

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 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