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 (Tables)

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

6 Months Ended

Jun. 30, 2016

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC

CONDENSED CONSOLIDATING BALANCE SHEETS
AS OF JUNE 30, 2016
(In Millions)

	Parent Company			Guarantors		Nonguarantors			Eliminations			Consolidated Huntsman International LLC
ASSETS
Current assets:
Cash and cash equivalents	$	111		$	1	$	261		$	—		$	373
Restricted cash		—			—		10			—			10
Accounts and notes receivable, net		31			114		1,383			4			1,532
Accounts receivable from affiliates		1,709			4,595		160			(6,135	)		329
Inventories		97			286		1,143			(4	)		1,522
Prepaid expenses		21			8		36			(11	)		54
Other current assets		822			5		183			(731	)		279

Total current assets		2,791			5,009		3,176			(6,877	)		4,099
Property, plant and equipment, net		454			1,433		2,459			1			4,347
Investment in unconsolidated affiliates		6,044			1,714		255			(7,678	)		335
Intangible assets, net		30			3		65			—			98
Goodwill		(13	)		82		54			—			123
Deferred income taxes		473			—		419			(485	)		407
Notes receivable from affiliates		37			548		—			(585	)		—
Other noncurrent assets		71			215		311			(1	)		596

Total assets	$	9,887		$	9,004	$	6,739		$	(15,625	)	$	10,005


LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	44		$	167	$	748		$	4		$	963
Accounts payable to affiliates		3,507			871		1,814			(6,135	)		57
Accrued liabilities		71			803		467			(742	)		599
Note payable to affiliate		100			—		—			—			100
Current portion of debt		26			—		70			—			96

Total current liabilities		3,748			1,841		3,099			(6,873	)		1,815
Long-term debt		4,272			—		381			—			4,653
Notes payable to affiliates		696			—		586			(585	)		697
Deferred income taxes		24			307		49			82			462
Other noncurrent liabilities		160			267		785			—			1,212

Total liabilities		8,900			2,415		4,900			(7,376	)		8,839
Equity
Huntsman International LLC members' equity
Members' equity		3,209			4,505		3,449			(7,954	)		3,209
Accumulated (deficit) income		(901	)		642		(455	)		(187	)		(901	)
Accumulated other comprehensive (loss) income		(1,321	)		1,442		(1,311	)		(131	)		(1,321	)

Total Huntsman International LLC members' equity		987			6,589		1,683			(8,272	)		987
Noncontrolling interests in subsidiaries		—			—		156			23			179

Total equity		987			6,589		1,839			(8,249	)		1,166

Total liabilities and equity	$	9,887		$	9,004	$	6,739		$	(15,625	)	$	10,005

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

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)
THREE MONTHS ENDED JUNE 30, 2016
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	272		$	623		$	1,617		$	—		$	2,512
Related party sales		41			106			279			(394	)		32

Total revenues		313			729			1,896			(394	)		2,544
Cost of goods sold		237			610			1,634			(395	)		2,086

Gross profit		76			119			262			1			458
Selling, general and administrative		44			36			154			—			234
Research and development		11			11			17			—			39
Other operating income		(4	)		(10	)		(7	)		—			(21	)
Restructuring, impairment and plant closing costs		3			15			11			—			29

Operating income		22			67			87			1			177
Interest (expense) income		(57	)		9			(5	)		—			(53	)
Equity in (loss) income of investment in affiliates and subsidiaries		(107	)		59			2			48			2
Loss on early extinguishment of debt		(2	)		—			—			—			(2	)
Dividend income		216			—			—			(216	)
Other (loss) income		(1	)		8			(6	)		—			1

Income from continuing operations before income taxes		71			143			78			(167	)		125
Income tax benefit (expense)		15			(30	)		(16	)		—			(31	)

Income from continuing operations		86			113			62			(167	)		94
Loss from discontinued operations, net of tax		—			(1	)		—			—			(1	)

Net income		86			112			62			(167	)		93
Net income attributable to noncontrolling interests		—			—			(3	)		(4	)		(7	)

Net income attributable to Huntsman International LLC	$	86		$	112		$	59		$	(171	)	$	86


Net income	$	86		$	112		$	62		$	(167	)	$	93
Other comprehensive (loss) income		(35	)		21			(47	)		24			(37	)
Comprehensive income attributable to noncontrolling interests		—			—			(1	)		(4	)		(5	)

Comprehensive income attributable to Huntsman International LLC	$	51		$	133		$	14		$	(147	)	$	51

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)
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

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)
SIX MONTHS ENDED JUNE 30, 2016
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	523		$	1,189		$	3,121		$	—		$	4,833
Related party sales		94			210			548			(786	)		66

Total revenues		617			1,399			3,669			(786	)		4,899
Cost of goods sold		477			1,158			3,177			(788	)		4,024

Gross profit		140			241			492			2			875
Selling, general and administrative		84			82			289			—			455
Research and development		22			22			32			—			76
Other operating expense (income)		8			(17	)		(7	)		—			(16	)
Restructuring, impairment and plant closing costs		3			19			20			—			42

Operating income		23			135			158			2			318
Interest (expense) income		(111	)		17			(12	)		—			(106	)
Equity in (loss) income of investment in affiliates and subsidiaries		(15	)		103			3			(88	)		3
Loss on early extinguishment of debt		(2	)		—			—			—			(2	)
Dividend income		216			—			—			(216	)		—
Other income (loss)		—			8			(6	)		—			2

Income from continuing operations before income taxes		111			263			143			(302	)		215
Income tax benefit (expense)		30			(56	)		(32	)		—			(58	)

Income from continuing operations		141			207			111			(302	)		157
Income (loss) from discontinued operations, net of tax		1			(1	)		(2	)		—			(2	)

Net income		142			206			109			(302	)		155
Net income attributable to noncontrolling interests		—			—			(6	)		(7	)		(13	)

Net income attributable to Huntsman International LLC	$	142		$	206		$	103		$	(309	)	$	142


Net income	$	142		$	206		$	109		$	(302	)	$	155
Other comprehensive (loss) income		(5	)		76			3			(79	)		(5	)
Comprehensive income attributable to noncontrolling interests		—			—			(6	)		(7	)		(13	)

Comprehensive income attributable to Huntsman International LLC	$	137		$	282		$	106		$	(388	)	$	137

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

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2016
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Net cash provided by operating activities	$	227		$	63		$	151		$	—		$	441

Investing activities:
Capital expenditures		(11	)		(63	)		(115	)		—			(189	)
Insurance proceeds for recovery of property damage		—			—			8			—			8
Cash received from unconsolidated affiliates		—			19			—			—			19
Investment in affiliate		(46	)		5			—			41			—
Investment in unconsolidated affiliates		—			(13	)		(1	)		—			(14	)
Change in restricted cash		—			—			2			—			2

Net cash used in investing activities		(57	)		(52	)		(106	)		41			(174	)

Financing activities:
Net borrowings on overdraft facilities		—			—			(1	)		—			(1	)
Repayments of short-term debt		—			—			(18	)		—			(18	)
Borrowings on short-term debt		—			—			6			—			6
Repayments of long-term debt		(569	)		—			(13	)		—			(582	)
Proceeds from issuance of long-term debt		547			—			—			—			547
Repayments of notes payable to affiliate		(1	)		—			—			—			(1	)
Proceeds from notes payable to affiliate		—			—			6			(6	)		—
Repayments of notes payable		(15	)		—			(1	)		—			(16	)
Borrowings on notes payable		2			—			—			—			2
Debt issuance costs paid		(8	)		—			—			—			(8	)
Dividends paid to noncontrolling interests		—			—			(13	)		(8	)		(21	)
Contribution from parent		—			3			53			(56	)		—
Distribution to parent		—			(14	)		(15	)		29			—
Dividends paid to parent		(60	)		—			—			—			(60	)
Other, net		1			—			—			—			1

Net cash (used in) provided by financing activities		(103	)		(11	)		4			(41	)		(151	)
Effect of exchange rate changes on cash		—			—			—			—			—

Increase in cash and cash equivalents		67			—			49			—			116
Cash and cash equivalents at beginning of period		44			1			212			—			257

Cash and cash equivalents at end of period	$	111		$	1		$	261		$	—		$	373

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
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