| CONDENSED CONSOLIDATING FINANCIAL INFORMATION |
28. CONDENSED CONSOLIDATING FINANCIAL INFORMATION
The following condensed consolidating financial statements present, in separate columns, financial information for the following: Huntsman International (on a parent only basis), with its investment in subsidiaries recorded under the equity method; the Guarantors on a combined, and where appropriate, consolidated basis; and the nongurantors on a combined, and where appropriate, consolidated basis. Additional columns present eliminating adjustments and consolidated totals as of December 31, 2012 and 2011 and for the years ended December 31, 2012, 2011 and 2010. There are no contractual restrictions limiting transfers of cash from Guarantor subsidiaries to our Company. Each of the Guarantors is 100% owned by us and has fully and unconditionally guaranteed our outstanding notes on a joint and several basis.
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
AS OF DECEMBER 31, 2012
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International
LLC |
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
7 |
|
$ |
2 |
|
$ |
201 |
|
$ |
— |
|
$ |
210 |
|
|
Restricted cash
|
|
|
— |
|
|
— |
|
|
9 |
|
|
— |
|
|
9 |
|
|
Accounts and notes receivable, net
|
|
|
16 |
|
|
182 |
|
|
1,336 |
|
|
— |
|
|
1,534 |
|
|
Accounts receivable from affiliates
|
|
|
1,733 |
|
|
3,907 |
|
|
101 |
|
|
(5,442 |
) |
|
299 |
|
|
Inventories
|
|
|
111 |
|
|
309 |
|
|
1,404 |
|
|
(5 |
) |
|
1,819 |
|
|
Prepaid expenses
|
|
|
10 |
|
|
7 |
|
|
43 |
|
|
(12 |
) |
|
48 |
|
|
Deferred income taxes
|
|
|
7 |
|
|
— |
|
|
57 |
|
|
(13 |
) |
|
51 |
|
|
Other current assets
|
|
|
203 |
|
|
5 |
|
|
225 |
|
|
(211 |
) |
|
222 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
2,087 |
|
|
4,412 |
|
|
3,376 |
|
|
(5,683 |
) |
|
4,192 |
|
|
Property, plant and equipment, net
|
|
|
371 |
|
|
898 |
|
|
2,386 |
|
|
1 |
|
|
3,656 |
|
|
Investment in unconsolidated affiliates
|
|
|
5,413 |
|
|
1,360 |
|
|
159 |
|
|
(6,694 |
) |
|
238 |
|
|
Intangible assets, net
|
|
|
27 |
|
|
2 |
|
|
42 |
|
|
(1 |
) |
|
70 |
|
|
Goodwill
|
|
|
(18 |
) |
|
82 |
|
|
53 |
|
|
— |
|
|
117 |
|
|
Deferred income taxes
|
|
|
248 |
|
|
— |
|
|
224 |
|
|
(243 |
) |
|
229 |
|
|
Notes receivable from affiliates
|
|
|
21 |
|
|
941 |
|
|
2 |
|
|
(962 |
) |
|
2 |
|
|
Other noncurrent assets
|
|
|
72 |
|
|
139 |
|
|
156 |
|
|
(1 |
) |
|
366 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
8,221 |
|
$ |
7,834 |
|
$ |
6,398 |
|
$ |
(13,583 |
) |
$ |
8,870 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
87 |
|
$ |
280 |
|
$ |
734 |
|
$ |
— |
|
$ |
1,101 |
|
|
Accounts payable to affiliates
|
|
|
2,987 |
|
|
1,111 |
|
|
1,406 |
|
|
(5,442 |
) |
|
62 |
|
|
Accrued liabilities
|
|
|
87 |
|
|
342 |
|
|
518 |
|
|
(224 |
) |
|
723 |
|
|
Deferred income taxes
|
|
|
— |
|
|
45 |
|
|
9 |
|
|
(15 |
) |
|
39 |
|
|
Note payable to affiliate
|
|
|
100 |
|
|
— |
|
|
— |
|
|
— |
|
|
100 |
|
|
Current portion of debt
|
|
|
15 |
|
|
— |
|
|
273 |
|
|
— |
|
|
288 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
3,276 |
|
|
1,778 |
|
|
2,940 |
|
|
(5,681 |
) |
|
2,313 |
|
|
Long-term debt
|
|
|
3,026 |
|
|
— |
|
|
388 |
|
|
— |
|
|
3,414 |
|
|
Notes payable to affiliates
|
|
|
595 |
|
|
— |
|
|
965 |
|
|
(961 |
) |
|
599 |
|
|
Deferred income taxes
|
|
|
14 |
|
|
169 |
|
|
49 |
|
|
(62 |
) |
|
170 |
|
|
Other noncurrent liabilities
|
|
|
216 |
|
|
190 |
|
|
751 |
|
|
— |
|
|
1,157 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
7,127 |
|
|
2,137 |
|
|
5,093 |
|
|
(6,704 |
) |
|
7,653 |
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntsman International LLC members' equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members' equity
|
|
|
3,109 |
|
|
4,689 |
|
|
2,262 |
|
|
(6,951 |
) |
|
3,109 |
|
|
Accumulated deficit
|
|
|
(1,224 |
) |
|
(243 |
) |
|
(354 |
) |
|
597 |
|
|
(1,224 |
) |
|
Accumulated other comprehensive (loss) income
|
|
|
(791 |
) |
|
1,251 |
|
|
(692 |
) |
|
(559 |
) |
|
(791 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total Huntsman International LLC members' equity
|
|
|
1,094 |
|
|
5,697 |
|
|
1,216 |
|
|
(6,913 |
) |
|
1,094 |
|
|
Noncontrolling interests in subsidiaries
|
|
|
— |
|
|
— |
|
|
89 |
|
|
34 |
|
|
123 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
1,094 |
|
|
5,697 |
|
|
1,305 |
|
|
(6,879 |
) |
|
1,217 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$ |
8,221 |
|
$ |
7,834 |
|
$ |
6,398 |
|
$ |
(13,583 |
) |
$ |
8,870 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
AS OF DECEMBER 31, 2011
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International
LLC |
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
4 |
|
$ |
— |
|
$ |
227 |
|
$ |
— |
|
$ |
231 |
|
|
Restricted cash
|
|
|
— |
|
|
— |
|
|
8 |
|
|
— |
|
|
8 |
|
|
Accounts and notes receivable, net
|
|
|
13 |
|
|
151 |
|
|
1,365 |
|
|
— |
|
|
1,529 |
|
|
Accounts receivable from affiliates
|
|
|
1,105 |
|
|
3,041 |
|
|
93 |
|
|
(4,091 |
) |
|
148 |
|
|
Inventories
|
|
|
105 |
|
|
271 |
|
|
1,167 |
|
|
(4 |
) |
|
1,539 |
|
|
Prepaid expenses
|
|
|
9 |
|
|
7 |
|
|
43 |
|
|
(13 |
) |
|
46 |
|
|
Deferred income taxes
|
|
|
6 |
|
|
— |
|
|
49 |
|
|
(15 |
) |
|
40 |
|
|
Other current assets
|
|
|
90 |
|
|
9 |
|
|
222 |
|
|
(101 |
) |
|
220 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,332 |
|
|
3,479 |
|
|
3,174 |
|
|
(4,224 |
) |
|
3,761 |
|
|
Property, plant and equipment, net
|
|
|
393 |
|
|
868 |
|
|
2,247 |
|
|
2 |
|
|
3,510 |
|
|
Investment in unconsolidated affiliates
|
|
|
5,286 |
|
|
1,460 |
|
|
147 |
|
|
(6,691 |
) |
|
202 |
|
|
Intangible assets, net
|
|
|
42 |
|
|
2 |
|
|
52 |
|
|
(3 |
) |
|
93 |
|
|
Goodwill
|
|
|
(16 |
) |
|
82 |
|
|
48 |
|
|
— |
|
|
114 |
|
|
Deferred income taxes
|
|
|
154 |
|
|
— |
|
|
191 |
|
|
(182 |
) |
|
163 |
|
|
Notes receivable from affiliates
|
|
|
20 |
|
|
920 |
|
|
5 |
|
|
(940 |
) |
|
5 |
|
|
Other noncurrent assets
|
|
|
81 |
|
|
137 |
|
|
264 |
|
|
— |
|
|
482 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
7,292 |
|
$ |
6,948 |
|
$ |
6,128 |
|
$ |
(12,038 |
) |
$ |
8,330 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
53 |
|
$ |
205 |
|
$ |
604 |
|
$ |
— |
|
$ |
862 |
|
|
Accounts payable to affiliates
|
|
|
2,244 |
|
|
822 |
|
|
1,089 |
|
|
(4,091 |
) |
|
64 |
|
|
Accrued liabilities
|
|
|
117 |
|
|
204 |
|
|
487 |
|
|
(114 |
) |
|
694 |
|
|
Deferred income taxes
|
|
|
— |
|
|
39 |
|
|
7 |
|
|
(17 |
) |
|
29 |
|
|
Note payable to affiliate
|
|
|
100 |
|
|
— |
|
|
— |
|
|
— |
|
|
100 |
|
|
Current portion of debt
|
|
|
33 |
|
|
— |
|
|
179 |
|
|
— |
|
|
212 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
2,547 |
|
|
1,270 |
|
|
2,366 |
|
|
(4,222 |
) |
|
1,961 |
|
|
Long-term debt
|
|
|
3,128 |
|
|
— |
|
|
602 |
|
|
— |
|
|
3,730 |
|
|
Notes payable to affiliates
|
|
|
435 |
|
|
— |
|
|
944 |
|
|
(940 |
) |
|
439 |
|
|
Deferred income taxes
|
|
|
9 |
|
|
79 |
|
|
98 |
|
|
(80 |
) |
|
106 |
|
|
Other noncurrent liabilities
|
|
|
196 |
|
|
163 |
|
|
644 |
|
|
— |
|
|
1,003 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
6,315 |
|
|
1,512 |
|
|
4,654 |
|
|
(5,242 |
) |
|
7,239 |
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntsman International LLC members'
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members' equity
|
|
|
3,081 |
|
|
4,754 |
|
|
2,343 |
|
|
(7,097 |
) |
|
3,081 |
|
|
Accumulated deficit
|
|
|
(1,493 |
) |
|
(820 |
) |
|
(396 |
) |
|
1,216 |
|
|
(1,493 |
) |
|
Accumulated other comprehensive (loss) income
|
|
|
(611 |
) |
|
1,502 |
|
|
(546 |
) |
|
(956 |
) |
|
(611 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total Huntsman International LLC members' equity
|
|
|
977 |
|
|
5,436 |
|
|
1,401 |
|
|
(6,837 |
) |
|
977 |
|
|
Noncontrolling interests in subsidiaries
|
|
|
— |
|
|
— |
|
|
73 |
|
|
41 |
|
|
114 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
977 |
|
|
5,436 |
|
|
1,474 |
|
|
(6,796 |
) |
|
1,091 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$ |
7,292 |
|
$ |
6,948 |
|
$ |
6,128 |
|
$ |
(12,038 |
) |
$ |
8,330 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2012
(Dollars 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 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2011
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International
LLC |
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade sales, services and fees, net
|
|
$ |
885 |
|
$ |
3,349 |
|
$ |
6,807 |
|
$ |
— |
|
$ |
11,041 |
|
|
Related party sales
|
|
|
453 |
|
|
493 |
|
|
1,098 |
|
|
(1,864 |
) |
|
180 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
1,338 |
|
|
3,842 |
|
|
7,905 |
|
|
(1,864 |
) |
|
11,221 |
|
|
Cost of goods sold
|
|
|
1,178 |
|
|
3,160 |
|
|
6,855 |
|
|
(1,830 |
) |
|
9,363 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
160 |
|
|
682 |
|
|
1,050 |
|
|
(34 |
) |
|
1,858 |
|
|
Selling, general and administrative
|
|
|
182 |
|
|
97 |
|
|
637 |
|
|
— |
|
|
916 |
|
|
Research and development
|
|
|
50 |
|
|
34 |
|
|
82 |
|
|
— |
|
|
166 |
|
|
Other operating expense (income)
|
|
|
35 |
|
|
(18 |
) |
|
(37 |
) |
|
— |
|
|
(20 |
) |
|
Restructuring, impairment and plant closing costs
|
|
|
1 |
|
|
— |
|
|
166 |
|
|
— |
|
|
167 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income
|
|
|
(108 |
) |
|
569 |
|
|
202 |
|
|
(34 |
) |
|
629 |
|
|
Interest (expense) income, net
|
|
|
(216 |
) |
|
43 |
|
|
(89 |
) |
|
— |
|
|
(262 |
) |
|
Equity in income of investment in affiliates and subsidiaries
|
|
|
381 |
|
|
77 |
|
|
9 |
|
|
(459 |
) |
|
8 |
|
|
Loss on early extinguishment of debt
|
|
|
(7 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(7 |
) |
|
Other (expense) income
|
|
|
(35 |
) |
|
— |
|
|
1 |
|
|
36 |
|
|
2 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
15 |
|
|
689 |
|
|
123 |
|
|
(457 |
) |
|
370 |
|
|
Income tax benefit (expense)
|
|
|
232 |
|
|
(210 |
) |
|
(35 |
) |
|
(100 |
) |
|
(113 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
247 |
|
|
479 |
|
|
88 |
|
|
(557 |
) |
|
257 |
|
|
Income (loss) from discontinued operations, net of tax
|
|
|
6 |
|
|
(1 |
) |
|
(6 |
) |
|
— |
|
|
(1 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income before extraordinary gain
|
|
|
253 |
|
|
478 |
|
|
82 |
|
|
(557 |
) |
|
256 |
|
|
Extraordinary gain on the acquisition of a business, net of tax of nil
|
|
|
— |
|
|
— |
|
|
4 |
|
|
— |
|
|
4 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
253 |
|
|
478 |
|
|
86 |
|
|
(557 |
) |
|
260 |
|
|
Net income attributable to noncontrolling interests
|
|
|
— |
|
|
(2 |
) |
|
(6 |
) |
|
1 |
|
|
(7 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Huntsman International LLC
|
|
$ |
253 |
|
$ |
476 |
|
$ |
80 |
|
$ |
(556 |
) |
$ |
253 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
253 |
|
$ |
478 |
|
$ |
86 |
|
$ |
(557 |
) |
$ |
260 |
|
|
Other comprehensive loss
|
|
|
(257 |
) |
|
(98 |
) |
|
(232 |
) |
|
325 |
|
|
(262 |
) |
|
Comprehensive income attributable to noncontrolling interests
|
|
|
— |
|
|
(3 |
) |
|
(1 |
) |
|
2 |
|
|
(2 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (loss) income attributable to Huntsman International LLC
|
|
$ |
(4 |
) |
|
377 |
|
$ |
(147 |
) |
$ |
(230 |
) |
$ |
(4 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2010
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International
LLC |
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade sales, services and fees, net
|
|
$ |
790 |
|
$ |
2,514 |
|
$ |
5,745 |
|
$ |
— |
|
$ |
9,049 |
|
|
Related party sales
|
|
|
262 |
|
|
513 |
|
|
958 |
|
|
(1,532 |
) |
|
201 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
1,052 |
|
|
3,027 |
|
|
6,703 |
|
|
(1,532 |
) |
|
9,250 |
|
|
Cost of goods sold
|
|
|
869 |
|
|
2,594 |
|
|
5,815 |
|
|
(1,506 |
) |
|
7,772 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
183 |
|
|
433 |
|
|
888 |
|
|
(26 |
) |
|
1,478 |
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
185 |
|
|
88 |
|
|
582 |
|
|
— |
|
|
855 |
|
|
Research and development
|
|
|
52 |
|
|
30 |
|
|
69 |
|
|
— |
|
|
151 |
|
|
Other operating (income) expense
|
|
|
(34 |
) |
|
11 |
|
|
23 |
|
|
— |
|
|
— |
|
|
Restructuring, impairment and plant closing costs
|
|
|
1 |
|
|
3 |
|
|
25 |
|
|
— |
|
|
29 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
(21 |
) |
|
301 |
|
|
189 |
|
|
(26 |
) |
|
443 |
|
|
Interest (expense) income, net
|
|
|
(215 |
) |
|
38 |
|
|
(71 |
) |
|
— |
|
|
(248 |
) |
|
Equity in (loss) income of investment in affiliates and subsidiaries
|
|
|
(1,199 |
) |
|
91 |
|
|
24 |
|
|
1,108 |
|
|
24 |
|
|
Loss on early extinguishment of debt
|
|
|
(37 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(37 |
) |
|
Dividends income
|
|
|
1,569 |
|
|
— |
|
|
— |
|
|
(1,569 |
) |
|
— |
|
|
Other (expense) income
|
|
|
(25 |
) |
|
— |
|
|
2 |
|
|
25 |
|
|
2 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
72 |
|
|
430 |
|
|
144 |
|
|
(462 |
) |
|
184 |
|
|
Income tax benefit (expense)
|
|
|
101 |
|
|
(127 |
) |
|
(14 |
) |
|
— |
|
|
(40 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
173 |
|
|
303 |
|
|
130 |
|
|
(462 |
) |
|
144 |
|
|
Income (loss) from discontinued operations, net of tax
|
|
|
7 |
|
|
68 |
|
|
(33 |
) |
|
— |
|
|
42 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income before extraordinary loss
|
|
|
180 |
|
|
371 |
|
|
97 |
|
|
(462 |
) |
|
186 |
|
|
Extraordinary loss on the acquisition of a business, net of tax of nil
|
|
|
— |
|
|
— |
|
|
(1 |
) |
|
— |
|
|
(1 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
180 |
|
|
371 |
|
|
96 |
|
|
(462 |
) |
|
185 |
|
|
Net income attributable to noncontrolling interests
|
|
|
— |
|
|
(2 |
) |
|
(4 |
) |
|
1 |
|
|
(5 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Huntsman International LLC
|
|
$ |
180 |
|
$ |
369 |
|
$ |
92 |
|
$ |
(461 |
) |
$ |
180 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
180 |
|
$ |
371 |
|
$ |
96 |
|
$ |
(462 |
) |
$ |
185 |
|
|
Other comprehensive (loss) income
|
|
|
(7 |
) |
|
1,539 |
|
|
— |
|
|
(1,539 |
) |
|
(7 |
) |
|
Comprehensive income attributable to noncontrolling interests
|
|
|
— |
|
|
(1 |
) |
|
(5 |
) |
|
2 |
|
|
(4 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to Huntsman International LLC
|
|
$ |
173 |
|
|
1,909 |
|
$ |
91 |
|
$ |
(1,999 |
) |
$ |
174 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2012
(Dollars 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 |
) |
|
Acquisition of businesses, net of cash acquired and post-closing adjustments
|
|
|
— |
|
|
— |
|
|
(18 |
) |
|
— |
|
|
(18 |
) |
|
Proceeds from sale of businesses/assets
|
|
|
— |
|
|
— |
|
|
6 |
|
|
— |
|
|
6 |
|
|
Increase in receivable from affiliate
|
|
|
(108 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(108 |
) |
|
Investment in affiliate
|
|
|
225 |
|
|
(62 |
) |
|
48 |
|
|
(211 |
) |
|
— |
|
|
Investment in unconsolidated affiliates
|
|
|
(3 |
) |
|
(100 |
) |
|
(24 |
) |
|
— |
|
|
(127 |
) |
|
Cash received from unconsolidated affiliates
|
|
|
— |
|
|
80 |
|
|
2 |
|
|
— |
|
|
82 |
|
|
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 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2011
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International
LLC |
|
|
Net cash provided by operating activities
|
|
$ |
304 |
|
$ |
99 |
|
$ |
34 |
|
$ |
(5 |
) |
$ |
432 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(21 |
) |
|
(70 |
) |
|
(239 |
) |
|
— |
|
|
(330 |
) |
|
Proceeds from settlements treated as reimbursement of capital expenditures
|
|
|
— |
|
|
— |
|
|
3 |
|
|
— |
|
|
3 |
|
|
Acquisition of businesses, net of cash acquired and post-closing adjustments
|
|
|
— |
|
|
— |
|
|
(34 |
) |
|
— |
|
|
(34 |
) |
|
Cash assumed in connection with the initial consolidation of a variable interest entity
|
|
|
— |
|
|
— |
|
|
28 |
|
|
— |
|
|
28 |
|
|
Proceeds from sale of businesses/assets
|
|
|
— |
|
|
8 |
|
|
40 |
|
|
— |
|
|
48 |
|
|
Increase in receivable from affiliate
|
|
|
(57 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(57 |
) |
|
Investment in affiliates
|
|
|
(56 |
) |
|
(16 |
) |
|
— |
|
|
72 |
|
|
— |
|
|
Investment in unconsolidated affiliate
|
|
|
— |
|
|
(26 |
) |
|
— |
|
|
— |
|
|
(26 |
) |
|
Cash received from unconsolidated affiliates
|
|
|
— |
|
|
30 |
|
|
2 |
|
|
— |
|
|
32 |
|
|
Other, net
|
|
|
— |
|
|
— |
|
|
(4 |
) |
|
3 |
|
|
(1 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(134 |
) |
|
(74 |
) |
|
(204 |
) |
|
75 |
|
|
(337 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net repayments under revolving loan facilities
|
|
|
— |
|
|
— |
|
|
(2 |
) |
|
— |
|
|
(2 |
) |
|
Net borrowings on overdraft facilities
|
|
|
— |
|
|
— |
|
|
9 |
|
|
— |
|
|
9 |
|
|
Repayments of short-term debt
|
|
|
— |
|
|
— |
|
|
(187 |
) |
|
— |
|
|
(187 |
) |
|
Borrowings on short-term debt
|
|
|
— |
|
|
— |
|
|
162 |
|
|
— |
|
|
162 |
|
|
Repayments of long-term debt
|
|
|
(305 |
) |
|
— |
|
|
(103 |
) |
|
— |
|
|
(408 |
) |
|
Proceeds from issuance of long-term debt
|
|
|
— |
|
|
— |
|
|
98 |
|
|
— |
|
|
98 |
|
|
Repayments of notes payable to affiliate
|
|
|
(105 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(105 |
) |
|
Proceeds from notes payable to affiliate
|
|
|
105 |
|
|
— |
|
|
— |
|
|
— |
|
|
105 |
|
|
Repayments of notes payable
|
|
|
(32 |
) |
|
— |
|
|
(2 |
) |
|
— |
|
|
(34 |
) |
|
Borrowings on notes payable
|
|
|
33 |
|
|
— |
|
|
2 |
|
|
— |
|
|
35 |
|
|
Debt issuance costs paid
|
|
|
(7 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(7 |
) |
|
Call premiums related to early extinguishment of debt
|
|
|
(6 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(6 |
) |
|
Contribution from parent
|
|
|
— |
|
|
(32 |
) |
|
104 |
|
|
(72 |
) |
|
— |
|
|
Dividends paid to parent
|
|
|
(79 |
) |
|
(2 |
) |
|
— |
|
|
2 |
|
|
(79 |
) |
|
Dividends paid to noncontrolling interests
|
|
|
— |
|
|
— |
|
|
(9 |
) |
|
— |
|
|
(9 |
) |
|
Excess tax benefit related to stock-based compensation
|
|
|
10 |
|
|
— |
|
|
— |
|
|
— |
|
|
10 |
|
|
Other, net
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(386 |
) |
|
(34 |
) |
|
72 |
|
|
(70 |
) |
|
(418 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
— |
|
|
— |
|
|
(7 |
) |
|
— |
|
|
(7 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in cash and cash equivalents
|
|
|
(216 |
) |
|
(9 |
) |
|
(105 |
) |
|
— |
|
|
(330 |
) |
|
Cash and cash equivalents at beginning of period
|
|
|
220 |
|
|
9 |
|
|
332 |
|
|
— |
|
|
561 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
4 |
|
$ |
— |
|
$ |
227 |
|
$ |
— |
|
$ |
231 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2010
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International
LLC |
|
|
Net cash (used in) provided by operating activities
|
|
$ |
(241 |
) |
$ |
15 |
|
$ |
182 |
|
$ |
(2 |
) |
$ |
(46 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(26 |
) |
|
(51 |
) |
|
(159 |
) |
|
— |
|
|
(236 |
) |
|
Proceeds from settlements treated as reimbursement of capital expenditures
|
|
|
— |
|
|
34 |
|
|
— |
|
|
— |
|
|
34 |
|
|
Cash assumed in connection with the initial consolidation of a variable interest entity
|
|
|
— |
|
|
— |
|
|
14 |
|
|
— |
|
|
14 |
|
|
Proceeds from sale of businesses/assets
|
|
|
— |
|
|
— |
|
|
2 |
|
|
— |
|
|
2 |
|
|
Increase in receivable from affiliate
|
|
|
(57 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(57 |
) |
|
Investment in affiliate
|
|
|
(65 |
) |
|
(13 |
) |
|
— |
|
|
78 |
|
|
— |
|
|
Investment in unconsolidated affiliates
|
|
|
— |
|
|
(24 |
) |
|
(3 |
) |
|
— |
|
|
(27 |
) |
|
Cash received from unconsolidated affiliates
|
|
|
— |
|
|
26 |
|
|
5 |
|
|
— |
|
|
31 |
|
|
Other, net
|
|
|
— |
|
|
— |
|
|
1 |
|
|
— |
|
|
1 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(148 |
) |
|
(28 |
) |
|
(140 |
) |
|
78 |
|
|
(238 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net repayments under revolving loan facilities
|
|
|
— |
|
|
— |
|
|
(6 |
) |
|
— |
|
|
(6 |
) |
|
Revolving loan facility from A/R Programs
|
|
|
254 |
|
|
— |
|
|
— |
|
|
— |
|
|
254 |
|
|
Net borrowings on overdraft facilities
|
|
|
— |
|
|
— |
|
|
(2 |
) |
|
— |
|
|
(2 |
) |
|
Repayments of short-term debt
|
|
|
— |
|
|
— |
|
|
(175 |
) |
|
— |
|
|
(175 |
) |
|
Borrowings on short-term debt
|
|
|
— |
|
|
— |
|
|
212 |
|
|
— |
|
|
212 |
|
|
Repayments of long-term debt
|
|
|
(1,154 |
) |
|
— |
|
|
(53 |
) |
|
— |
|
|
(1,207 |
) |
|
Proceeds from issuance of long-term debt
|
|
|
894 |
|
|
— |
|
|
29 |
|
|
— |
|
|
923 |
|
|
Repayments of note payable to affiliate
|
|
|
(125 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(125 |
) |
|
Proceeds from notes payable to affiliate
|
|
|
110 |
|
|
— |
|
|
— |
|
|
— |
|
|
110 |
|
|
Intercompany repayments
|
|
|
— |
|
|
— |
|
|
(5 |
) |
|
5 |
|
|
— |
|
|
Repayments of notes payable
|
|
|
(38 |
) |
|
— |
|
|
(15 |
) |
|
— |
|
|
(53 |
) |
|
Borrowings on notes payable
|
|
|
33 |
|
|
— |
|
|
13 |
|
|
— |
|
|
46 |
|
|
Debt issuance costs paid
|
|
|
(29 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(29 |
) |
|
Call premiums paid related to early extinguishment of debt
|
|
|
(28 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(28 |
) |
|
Contribution from parent
|
|
|
— |
|
|
— |
|
|
83 |
|
|
(83 |
) |
|
— |
|
|
Dividends paid to parent
|
|
|
— |
|
|
(2 |
) |
|
— |
|
|
2 |
|
|
— |
|
|
Excess tax benefit related to stock-based compensation
|
|
|
4 |
|
|
— |
|
|
— |
|
|
— |
|
|
4 |
|
|
Other, net
|
|
|
— |
|
|
— |
|
|
(2 |
) |
|
— |
|
|
(2 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(79 |
) |
|
(2 |
) |
|
79 |
|
|
(76 |
) |
|
(78 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
— |
|
|
— |
|
|
4 |
|
|
— |
|
|
4 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) increase in cash and cash equivalents
|
|
|
(468 |
) |
|
(15 |
) |
|
125 |
|
|
— |
|
|
(358 |
) |
|
Cash and cash equivalents at beginning of period
|
|
|
688 |
|
|
24 |
|
|
207 |
|
|
— |
|
|
919 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
220 |
|
$ |
9 |
|
$ |
332 |
|
$ |
— |
|
$ |
561 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|