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, 2012

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)

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

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)

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

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)

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

	Parent Company					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