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 (UNAUDITED) (Tables)

CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED) (Tables) (HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES)

3 Months Ended

Mar. 31, 2013

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

Condensed consolidating financial statements

CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)
AS OF MARCH 31, 2013
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

ASSETS
Current assets:
Cash and cash equivalents	$	11		$	3		$	201		$	—		$	215
Restricted cash		—			—			9			—			9
Accounts and notes receivable, net		33			145			1,416			—			1,594
Accounts receivable from affiliates		2,035			4,225			122			(6,074	)		308
Inventories		142			309			1,352			(6	)		1,797
Prepaid expenses		8			4			41			(6	)		47
Deferred income taxes		7			—			57			(13	)		51
Other current assets		207			5			207			(215	)		204

Total current assets		2,443			4,691			3,405			(6,314	)		4,225
Property, plant and equipment, net		362			899			2,298			2			3,561
Investment in unconsolidated affiliates		5,338			1,273			167			(6,542	)		236
Intangible assets, net		23			1			42			(1	)		65
Goodwill		(19	)		82			53			—			116
Deferred income taxes		264			—			220			(269	)		215
Notes receivable from affiliates		21			909			1			(930	)		1
Other noncurrent assets		83			189			171			(2	)		441

Total assets	$	8,515		$	8,044		$	6,357		$	(14,056	)	$	8,860

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		84			266			751			—		$	1,101
Accounts payable to affiliates		3,233			1,431			1,461			(6,075	)		50
Accrued liabilities		53			367			470			(221	)		669
Deferred income taxes		—			45			9			(16	)		38
Note payable to affiliate		100			—			—			—			100
Current portion of debt		23			—			275			—			298

Total current liabilities		3,493			2,109			2,966			(6,312	)		2,256
Long-term debt		3,119			—			370			—			3,489
Notes payable to affiliates		740			—			933			(929	)		744
Deferred income taxes		—			135			60			(88	)		107
Other noncurrent liabilities		146			254			717			—			1,117

Total liabilities		7,498			2,498			5,046			(7,329	)		7,713
Equity
Huntsman International LLC members' equity
Members' equity		3,117			4,702			2,335			(7,037	)		3,117
Accumulated deficit		(1,277	)		(220	)		(411	)		631			(1,277	)
Accumulated other comprehensive (loss) income		(823	)		1,064			(708	)		(356	)		(823	)

Total Huntsman International LLC
members' equity		1,017			5,546			1,216			(6,762	)		1,017
Noncontrolling interests in subsidiaries		—			—			95			35			130

Total equity		1,017			5,546			1,311			(6,727	)		1,147

Total liabilities and equity	$	8,515		$	8,044		$	6,357		$	(14,056	)	$	8,860

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)
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

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2013
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
Trade sales, services and fees, net	$	242		$	784		$	1,609		$	—		$	2,635
Related party sales		198			116			331			(578	)		67

Total revenues		440			900			1,940			(578	)		2,702
Cost of goods sold		388			748			1,789			(576	)		2,349

Gross profit		52			152			151			(2	)		353
Selling, general and administrative		36			37			151			—			224
Research and development		11			9			16			—			36
Other operating expense (income)		6			6			(19	)		—			(7	)
Restructuring, impairment and plant closing (credits) costs		(1	)		7			38			—			44

Operating income (loss)		—			93			(35	)		(2	)		56
Interest (expense) income, net		(48	)		10			(16	)		—			(54	)
Equity in income of investment in affiliates and subsidiaries		22			(78	)		1			56			1
Loss on early extinguishment of debt		(35	)		—			—			—			(35	)

(Loss) income from continuing operations before income taxes		(61	)		25			(50	)		54			(32	)
Income tax benefit (expense)		39			(8	)		(13	)		—			18

(Loss) income from continuing operations		(22	)		17			(63	)		54			(14	)
(Loss) income from discontinued operations, net of tax		(1	)		1			(2	)		—			(2	)

Net (loss) income		(23	)		18			(65	)		54			(16	)
Net income attributable to noncontrolling interests		—			—			(7	)		—			(7	)

Net (loss) income attributable to Huntsman International LLC	$	(23	)	$	18		$	(72	)	$	54		$	(23	)

Net (loss) income	$	(23	)	$	18		$	(65	)	$	54		$	(16	)
Other comprehensive loss		(32	)		(188	)		(16	)		204			(32	)
Comprehensive income attributable to noncontrolling interests		—			—			(7	)		—			(7	)

Comprehensive loss attributable to Huntsman International LLC	$	(55	)	$	(170	)	$	(88	)	$	258		$	(55	)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2012
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Revenues:
Trade sales, services and fees, net	$	228		$	955		$	1,670		$	—		$	2,853
Related party sales		181			105			287			(513	)		60

Total revenues		409			1,060			1,957			(513	)		2,913
Cost of goods sold		351			812			1,706			(510	)		2,359

Gross profit		58			248			251			(3	)		554
Selling, general and administrative		52			26			141			—			219
Research and development		11			9			19			—			39
Other operating (income) expense		(2	)		(5	)		12			—			5

Operating (loss) income		(3	)		218			79			(3	)		291
Interest (expense) income, net		(51	)		10			(20	)		—			(61	)
Equity in income of investment in affiliates and subsidiaries		201			52			2			(253	)		2
Loss on early extinguishment of debt		(1	)		—			—			—			(1	)

Income from continuing operations before income taxes		146			280			61			(256	)		231
Income tax benefit (expense)		19			(75	)		(5	)		—			(61	)

Income from continuing operations		165			205			56			(256	)		170
Income (loss) from discontinued operations, net of tax		1			(1	)		(4	)		—			(4	)

Net income		166			204			52			(256	)		166
Net income attributable to noncontrolling interests		—			—			(1	)		1			—

Net income attributable to Huntsman International LLC	$	166		$	204		$	51		$	(255	)	$	166

Net income	$	166		$	204		$	52		$	(256	)	$	166
Other comprehensive income		93			156			80			(234	)		95
Comprehensive income attributable to noncontrolling interests		—			—			(2	)		—			(2	)

Comprehensive income attributable to Huntsman International LLC	$	259		$	360		$	130		$	(490	)	$	259

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2013
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Net cash (used in) provided by operating activities	$	(84	)	$	24		$	(15	)	$	—		$	(75	)

Investing activities:
Capital expenditures		(8	)		(22	)		(59	)		—			(89	)
Increase in receivable from affiliate		(3	)		—			—			—			(3	)
Investment in affiliate		(79	)		(4	)		—			83			—
Investment in unconsolidated affiliates		—			(5	)		—			—			(5	)
Cash received from unconsolidated affiliates		—			15			—			—			15
Acquisition of a business		—			—			(7	)		—			(7	)
Other, net		—			—			1			—			1

Net cash used in investing activities		(90	)		(16	)		(65	)		83			(88	)

Financing activities:
Net borrowings on overdraft facilities		—			—			1			—			1
Repayments of short-term debt		—			—			(5	)		—			(5	)
Borrowings on short-term debt		—			—			13			—			13
Repayments of long-term debt		(393	)		—			(20	)		—			(413	)
Proceeds from issuance of long-term debt		470			—			3			—			473
Proceeds from notes payable to affiliate		145			—			—			—			145
Repayments of notes payable		(9	)		—			(1	)		—			(10	)
Call premiums and other costs related to early extinguishment of debt		(4	)		—			—			—			(4	)
Contribution from parent		—			4			90			(94	)		—
Distribution to parent		—			(11	)		—			11			—
Dividends paid to parent		(30	)		—			—			—			(30	)
Excess tax benefit related to stock-based compensation		1			—			—			—			1
Other, net		(2	)		—			1			—			(1	)

Net cash provided by (used in) financing activities		178			(7	)		82			(83	)		170
Effect of exchange rate changes on cash		—			—			(2	)		—			(2	)

Increase in cash and cash equivalents		4			1			—			—			5
Cash and cash equivalents at beginning of period		7			2			201			—			210

Cash and cash equivalents at end of period	$	11		$	3		$	201		$	—		$	215

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2012
(Dollars in Millions)

	Parent Company			Guarantors			Nonguarantors			Eliminations			Consolidated Huntsman International LLC

Net cash provided by operating activities	$	96		$	50		$	43		$	—		$	189

Investing activities:
Capital expenditures		(5	)		(17	)		(59	)		—			(81	)
Increase in receivable from affiliate		(20	)		—			—			—			(20	)
Investment in affiliate		(55	)		(9	)		(1	)		65			—
Investment in unconsolidated affiliate		—			(34	)		—			—			(34	)
Cash received from unconsolidated affiliates		—			15			—			—			15
Acquisition of a business		—			—			(2	)					(2	)
Increase in restricted cash		—			—			(8	)		—			(8	)
Other, net		—			—			1			—			1

Net cash used in investing activities		(80	)		(45	)		(69	)		65			(129	)

Financing activities:
Net repayments under revolving loan facilities		—			—			(17	)		—			(17	)
Net borrowings on overdraft facilities		—			—			3			—			3
Repayments of short-term debt		—			—			(4	)		—			(4	)
Repayments of long-term debt		(86	)		—			(23	)		—			(109	)
Proceeds from notes payable to affiliate		102			—			—			—			102
Repayments of notes payable		(9	)		—			(8	)		—			(17	)
Borrowings on notes payable		—			—			1			—			1
Debt issuance costs paid		(4	)		—			—			—			(4	)
Call premiums related to early extinguishment of debt		(1	)		—			—			—			(1	)
Contribution from parent		—			9			67			(76	)		—
Distribution to parent		—			(11	)		—			11			—
Dividends paid to parent		(24	)		—			—			—			(24	)
Excess tax benefit related to stock-based compensation		4			—			—			—			4
Other, net		—			—			1			—			1

Net cash (used in) provided by financing activities		(18	)		(2	)		20			(65	)		(65	)
Effect of exchange rate changes on cash		—			—			4			—			4

(Decrease) increase in cash and cash equivalents		(2	)		3			(2	)		—			(1	)
Cash and cash equivalents at beginning of period		4			—			227			—			231

Cash and cash equivalents at end of period	$	2		$	3		$	225		$	—		$	230