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

9 Months Ended

Sep. 30, 2016

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC

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

	Parent Company			Guarantors		Nonguarantors			Eliminations			Consolidated Huntsman International LLC
ASSETS
Current assets:
Cash and cash equivalents	$	99		$	1	$	339		$	—		$	439
Restricted cash		—			—		11			—			11
Accounts and notes receivable, net		29			71		1,353			3			1,456
Accounts receivable from affiliates		1,667			4,660		190			(6,192	)		325
Inventories		88			274		1,087			(5	)		1,444
Prepaid expenses		14			15		59			(14	)		74
Current assets held for sale		—			—		31			—			31
Other current assets		839			23		182			(731	)		313

Total current assets		2,736			5,044		3,252			(6,939	)		4,093
Property, plant and equipment, net		455			1,423		2,392			1			4,271
Investment in unconsolidated affiliates		6,132			1,796		255			(7,846	)		337
Intangible assets, net		29			3		65			—			97
Goodwill		(13	)		82		54			—			123
Deferred income taxes		477			—		416			(489	)		404
Notes receivable from affiliates		37			551		—			(588	)		—
Noncurrent assets held for sale		—			—		90			—			90
Other noncurrent assets		64			203		308			—			575

Total assets	$	9,917		$	9,102	$	6,832		$	(15,861	)	$	9,990


LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	48		$	181	$	766		$	4		$	999
Accounts payable to affiliates		3,617			839		1,795			(6,192	)		59
Accrued liabilities		92			822		484			(746	)		652
Note payable to affiliate		100			—		—			—			100
Current portion of debt		38			—		50			—			88
Current liabilities held for sale		—			—		20			—			20

Total current liabilities		3,895			1,842		3,115			(6,934	)		1,918
Long-term debt		4,091			—		377			—			4,468
Notes payable to affiliates		696			—		589			(588	)		697
Deferred income taxes		24			318		48			78			468
Noncurrent liabilities held for sale		—			—		10			—			10
Other noncurrent liabilities		160			264		771			—			1,195

Total liabilities		8,866			2,424		4,910			(7,444	)		8,756
Equity
Huntsman International LLC members' equity
Members' equity		3,217			4,499		3,417			(7,916	)		3,217
Accumulated (deficit) income		(877	)		731		(375	)		(356	)		(877	)
Accumulated other comprehensive (loss) income		(1,289	)		1,448		(1,279	)		(169	)		(1,289	)

Total Huntsman International LLC members' equity		1,051			6,678		1,763			(8,441	)		1,051
Noncontrolling interests in subsidiaries		—			—		159			24			183

Total equity		1,051			6,678		1,922			(8,417	)		1,234

Total liabilities and equity	$	9,917		$	9,102	$	6,832		$	(15,861	)	$	9,990

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 SEPTEMBER 30, 2016
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	264		$	528		$	1,542		$	—		$	2,334
Related party sales		45			37			263			(316	)		29

Total revenues		309			565			1,805			(316	)		2,363
Cost of goods sold		249			500			1,529			(314	)		1,964

Gross profit		60			65			276			(2	)		399
Selling, general and administrative		33			37			150			—			220
Research and development		13			11			14			—			38
Other operating expense (income), net		3			(8	)		(19	)		—			(24	)
Restructuring, impairment and plant
closing costs		2			11			32			—			45

Operating income		9			14			99			(2	)		120
Interest (expense) income		(54	)		6			(7	)		—			(55	)
Equity in income of investment in affiliates and subsidiaries		82			81			1			(163	)		1
Loss on early extinguishment of debt		(1	)		—			—			—			(1	)
Dividend income		1			—			—			(1	)		—
Other (loss) income, net		(3	)		—			2			—			(1	)

Income from continuing operations before income taxes		34			101			95			(166	)		64
Income tax benefit (expense)		20			(11	)		(9	)		—			—

Income from continuing operations		54			90			86			(166	)		64
Loss from discontinued operations, net of tax		—			—			(1	)		—			(1	)

Net income		54			90			85			(166	)		63
Net income attributable to noncontrolling interests		—			—			(5	)		(4	)		(9	)

Net income attributable to Huntsman International LLC	$	54		$	90		$	80		$	(170	)	$	54


Net income	$	54		$	90		$	85		$	(166	)	$	63
Other comprehensive income		32			7			32			(39	)		32
Comprehensive income attributable to noncontrolling interests		—			—			(5	)		(4	)		(9	)

Comprehensive income attributable to Huntsman International LLC	$	86		$	97		$	112		$	(209	)	$	86

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)
THREE MONTHS ENDED SEPTEMBER 30, 2015
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	270		$	674		$	1,661		$	—		$	2,605
Related party sales		62			117			261			(407	)		33

Total revenues		332			791			1,922			(407	)		2,638
Cost of goods sold		270			598			1,701			(405	)		2,164

Gross profit		62			193			221			(2	)		474
Selling, general and administrative		44			37			150			—			231
Research and development		13			11			17			—			41
Other operating expense (income), net		14			(10	)		13			—			17
Restructuring, impairment and plant closing costs		3			1			10			—			14

Operating (loss) income		(12	)		154			31			(2	)		171
Interest (expense) income		(55	)		9			(5	)		—			(51	)
Equity in income (loss) of investment in affiliates and subsidiaries		101			(7	)		—			(94	)		—
Loss on early extinguishment of debt		(8	)		—			—			—			(8	)
Other income (loss), net		1			(1	)		—			—			—

Income from continuing operations before income taxes		27			155			26			(96	)		112
Income tax benefit (expense)		29			(49	)		(28	)		—			(48	)

Income (loss) from continuing operations		56			106			(2	)		(96	)		64
Loss from discontinued operations, net of tax		—			—			—			—			—

Net income (loss)		56			106			(2	)		(96	)		64
Net income attributable to noncontrolling interests		—			—			(5	)		(3	)		(8	)

Net income (loss) attributable to Huntsman International LLC	$	56		$	106		$	(7	)	$	(99	)	$	56


Net income (loss)	$	56		$	106		$	(2	)	$	(96	)	$	64
Other comprehensive loss		(84	)		(137	)		(93	)		228			(86	)
Comprehensive income attributable to noncontrolling interests		—			—			(3	)		(3	)		(6	)

Comprehensive loss attributable to Huntsman International LLC	$	(28	)	$	(31	)	$	(98	)	$	129		$	(28	)

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

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	787		$	1,717		$	4,663		$	—		$	7,167
Related party sales		139			247			811			(1,102	)		95

Total revenues		926			1,964			5,474			(1,102	)		7,262
Cost of goods sold		726			1,658			4,706			(1,102	)		5,988

Gross profit		200			306			768			—			1,274
Selling, general and administrative		117			119			439			—			675
Research and development		35			33			46			—			114
Other operating expense (income), net		11			(25	)		(26	)		—			(40	)
Restructuring, impairment and plant closing costs		5			30			52			—			87

Operating income		32			149			257			—			438
Interest (expense) income		(165	)		23			(19	)		—			(161	)
Equity in income of investment in affiliates and subsidiaries		67			184			4			(251	)		4
Loss on early extinguishment of debt		(3	)		—			—			—			(3	)
Dividend income		217			—			—			(217	)		—
Other (loss) income, net		(3	)		8			(4	)		—			1

Income from continuing operations before income taxes		145			364			238			(468	)		279
Income tax benefit (expense)		50			(67	)		(41	)		—			(58	)

Income from continuing operations		195			297			197			(468	)		221
Income (loss) from discontinued operations, net of tax		1			(1	)		(3	)		—			(3	)

Net income		196			296			194			(468	)		218
Net income attributable to noncontrolling interests		—			—			(11	)		(11	)		(22	)

Net income attributable to Huntsman International LLC	$	196		$	296		$	183		$	(479	)	$	196


Net income	$	196		$	296		$	194		$	(468	)	$	218
Other comprehensive income		27			83			35			(118	)		27
Comprehensive income attributable to noncontrolling interests		—			—			(11	)		(11	)		(22	)

Comprehensive income attributable to Huntsman International LLC	$	223		$	379		$	218		$	(597	)	$	223

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)
NINE MONTHS ENDED SEPTEMBER 30, 2015
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Revenues:
Trade sales, services and fees, net	$	795		$	1,911		$	5,156		$	—		$	7,862
Related party sales		201			376			818			(1,290	)		105

Total revenues		996			2,287			5,974			(1,290	)		7,967
Cost of goods sold		789			1,771			5,220			(1,288	)		6,492

Gross profit		207			516			754			(2	)		1,475
Selling, general and administrative		128			133			462			—			723
Research and development		35			33			56			—			124
Other operating (income) expense, net		(15	)		(20	)		43			—			8
Restructuring, impairment and plant closing costs		4			5			212			—			221

Operating income (loss)		55			365			(19	)		(2	)		399
Interest (expense) income		(168	)		25			(22	)		—			(165	)
Equity in income (loss) of investment in affiliates and subsidiaries		199			(46	)		5			(153	)		5
Loss on early extinguishment of debt		(31	)		—			—			—			(31	)
Other income (loss), net		2			(9	)		7			(1	)		(1	)

Income (loss) from continuing operations before income taxes		57			335			(29	)		(156	)		207
Income tax benefit (expense)		35			(121	)		1			—			(85	)

Income (loss) from continuing operations		92			214			(28	)		(156	)		122
Loss from discontinued operations, net of tax		(2	)		(1	)		(1	)		—			(4	)

Net income (loss)		90			213			(29	)		(156	)		118
Net income attributable to noncontrolling interests		—			—			(18	)		(10	)		(28	)

Net income (loss) attributable to Huntsman International LLC	$	90		$	213		$	(47	)	$	(166	)	$	90


Net income (loss)	$	90		$	213		$	(29	)	$	(156	)	$	118
Other comprehensive (loss) income		(187	)		45			(208	)		156			(194	)
Comprehensive income attributable to noncontrolling interests		—			—			(10	)		(11	)		(21	)

Comprehensive (loss) income attributable to Huntsman International LLC	$	(97	)	$	258		$	(247	)	$	(11	)	$	(97	)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2016
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Net cash provided by operating activities	$	410		$	92		$	341		$	—		$	843

Investing activities:
Capital expenditures		(24	)		(85	)		(181	)		—			(290	)
Insurance proceeds for recovery of property damage		—			—			8			—			8
Cash received from unconsolidated affiliates		—			25			—			—			25
Investment in affiliate		(11	)		7			—			4			—
Investment in unconsolidated affiliates		—			(22	)		(1	)		—			(23	)
Proceeds from sale of businesses/assets		—			—			9			—			9
Decrease in receivable from affiliate		3			—			—			—			3
Change in restricted cash		—			—			1			—			1

Net cash used in investing activities		(32	)		(75	)		(164	)		4			(267	)

Financing activities:
Net repayments on overdraft facilities		—			—			(1	)		—			(1	)
Repayments of short-term debt		—			—			(41	)		—			(41	)
Borrowings on short-term debt		—			—			8			—			8
Repayments of long-term debt		(774	)		—			(21	)		—			(795	)
Proceeds from issuance of long-term debt		547			—			5			—			552
Repayments of notes payable to affiliate		(7	)		—			—			6			(1	)
Proceeds from notes payable to affiliate		—			—			6			(6	)		—
Repayments of notes payable		(23	)		—			(2	)		—			(25	)
Borrowings on notes payable		30			—			1			—			31
Debt issuance costs paid		(8	)		—			—			—			(8	)
Dividends paid to noncontrolling intrests		—			—			(16	)		(10	)		(26	)
Contribution from parent		—			3			31			(34	)		—
Distribution to parent		—			(20	)		(20	)		40			—
Dividends paid to parent		(89	)		—			(1	)		—			(90	)
Other, net		1			—			—			—			1

Net cash used in financing activities		(323	)		(17	)		(51	)		(4	)		(395	)
Effect of exchange rate changes on cash		—			—			1			—			1

Increase in cash and cash equivalents		55			—			127			—			182
Cash and cash equivalents at beginning of period		44			1			212			—			257

Cash and cash equivalents at end of period	$	99		$	1		$	339		$	—		$	439

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2015
(In Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC
Net cash (used in) provided by operating activities	$	(104	)	$	190		$	299		$	(2	)	$	383

Investing activities:
Capital expenditures		(51	)		(185	)		(218	)		—			(454	)
Cash received from unconsolidated affiliates		—			33			—			—			33
Investment in affiliate		9			1			—			(10	)		—
Investment in unconsolidated affiliates		—			(26	)		(12	)		—			(38	)
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		—			—			5			—			5

Net cash provided by (used in) investing activities		41			(177	)		(238	)		(10	)		(384	)

Financing activities:
Net repayments on overdraft facilities		—			—			(3	)		—			(3	)
Repayments of short-term debt		—			—			(17	)		—			(17	)
Borrowings on short-term debt		—			—			11			—			11
Repayments of long-term debt		(544	)		—			(50	)		—			(594	)
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		(23	)		—			(1	)		—			(24	)
Borrowings on notes payable		32			—			1			—			33
Debt issuance costs paid		(8	)		—			—			—			(8	)
Call premiums related to early extinguishment of debt		(34	)		—			—			—			(34	)
Contingent consideration paid for business acquired		(4	)		—			—			—			(4	)
Contribution from parent		—			4			12			(16	)		—
Distribution to parent		—			(21	)		(11	)		32			—
Dividends paid to noncontrolling interests		—			—			—			(6	)		(6	)
Dividends paid to parent		(92	)		(1	)		—			1			(92	)
Excess tax benefit related to stock-based compensation		1			—			—			—			1
Other, net		—			—			(1	)		1			—

Net cash used in financing activities		(201	)		(18	)		(59	)		12			(266	)
Effect of exchange rate changes on cash		—			—			(13	)		—			(13	)

Decrease in cash and cash equivalents		(264	)		(5	)		(11	)		—			(280	)
Cash and cash equivalents at beginning of period		353			6			351			—			710

Cash and cash equivalents at end of period	$	89		$	1		$	340		$	—		$	430