|
20. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (UNAUDITED)
The following condensed consolidating financial statements (unaudited) present, in separate columns, financial information for the following: Huntsman International LLC (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 nonguarantors on a combined, and where appropriate, consolidated basis. Additional columns present eliminating adjustments and consolidated totals as of September 30, 2011 and December 31, 2010 and for the three and nine months ended September 30, 2011 and 2010. There are no contractual restrictions limiting transfers of cash from the Guarantors to Huntsman International. Each of the Guarantors is 100% owned by Huntsman International and has fully and unconditionally guaranteed Huntsman International's outstanding notes on a joint and several basis.
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)
AS OF SEPTEMBER 30, 2011
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International LLC |
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cash and cash equivalents
|
|
$ |
6 |
|
$ |
2 |
|
$ |
226 |
|
$ |
|
|
$ |
234 |
|
| |
Restricted cash
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
6 |
|
| |
Accounts and notes receivable, net
|
|
|
25 |
|
|
147 |
|
|
1,590 |
|
|
|
|
|
1,762 |
|
| |
Accounts receivable from affiliates
|
|
|
1,320 |
|
|
3,001 |
|
|
93 |
|
|
(4,283 |
) |
|
131 |
|
| |
Inventories
|
|
|
100 |
|
|
307 |
|
|
1,284 |
|
|
(4 |
) |
|
1,687 |
|
| |
Prepaid expenses
|
|
|
10 |
|
|
10 |
|
|
57 |
|
|
(20 |
) |
|
57 |
|
| |
Deferred income taxes
|
|
|
5 |
|
|
|
|
|
44 |
|
|
(9 |
) |
|
40 |
|
| |
Other current assets
|
|
|
37 |
|
|
8 |
|
|
279 |
|
|
(37 |
) |
|
287 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total current assets
|
|
|
1,503 |
|
|
3,475 |
|
|
3,579 |
|
|
(4,353 |
) |
|
4,204 |
|
|
Property, plant and equipment, net
|
|
|
398 |
|
|
859 |
|
|
2,282 |
|
|
2 |
|
|
3,541 |
|
|
Investment in unconsolidated affiliates
|
|
|
5,431 |
|
|
1,519 |
|
|
145 |
|
|
(6,889 |
) |
|
206 |
|
|
Intangible assets, net
|
|
|
47 |
|
|
3 |
|
|
55 |
|
|
(4 |
) |
|
101 |
|
|
Goodwill
|
|
|
(17 |
) |
|
84 |
|
|
43 |
|
|
|
|
|
110 |
|
|
Deferred income taxes
|
|
|
42 |
|
|
|
|
|
171 |
|
|
(15 |
) |
|
198 |
|
|
Notes receivable from affiliates
|
|
|
52 |
|
|
950 |
|
|
6 |
|
|
(1,002 |
) |
|
6 |
|
|
Other noncurrent assets
|
|
|
73 |
|
|
143 |
|
|
252 |
|
|
|
|
|
468 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total assets
|
|
$ |
7,529 |
|
$ |
7,033 |
|
$ |
6,533 |
|
$ |
(12,261 |
) |
$ |
8,834 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Accounts payable
|
|
$ |
66 |
|
$ |
243 |
|
$ |
631 |
|
$ |
|
|
$ |
940 |
|
| |
Accounts payable to affiliates
|
|
|
2,201 |
|
|
903 |
|
|
1,226 |
|
|
(4,283 |
) |
|
47 |
|
| |
Accrued liabilities
|
|
|
91 |
|
|
133 |
|
|
562 |
|
|
(57 |
) |
|
729 |
|
| |
Deferred income taxes
|
|
|
|
|
|
55 |
|
|
19 |
|
|
(11 |
) |
|
63 |
|
| |
Note payable to affiliate
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
100 |
|
| |
Current portion of debt
|
|
|
43 |
|
|
|
|
|
187 |
|
|
|
|
|
230 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total current liabilities
|
|
|
2,501 |
|
|
1,334 |
|
|
2,625 |
|
|
(4,351 |
) |
|
2,109 |
|
|
Long-term debt
|
|
|
3,219 |
|
|
|
|
|
628 |
|
|
|
|
|
3,847 |
|
|
Notes payable to affiliates
|
|
|
540 |
|
|
|
|
|
1,006 |
|
|
(1,002 |
) |
|
544 |
|
|
Deferred income taxes
|
|
|
|
|
|
91 |
|
|
78 |
|
|
(14 |
) |
|
155 |
|
|
Other noncurrent liabilities
|
|
|
157 |
|
|
137 |
|
|
640 |
|
|
(1 |
) |
|
933 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total liabilities
|
|
|
6,417 |
|
|
1,562 |
|
|
4,977 |
|
|
(5,368 |
) |
|
7,588 |
|
|
Equity Huntsman International LLC members' equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Members' equity
|
|
|
3,076 |
|
|
4,731 |
|
|
2,359 |
|
|
(7,090 |
) |
|
3,076 |
|
| |
Subsidiary preferred stock
|
|
|
|
|
|
|
|
|
1 |
|
|
(1 |
) |
|
|
|
| |
Accumulated deficit
|
|
|
(1,574 |
) |
|
(1,001 |
) |
|
(495 |
) |
|
1,496 |
|
|
(1,574 |
) |
| |
Accumulated other comprehensive (loss) income
|
|
|
(390 |
) |
|
1,741 |
|
|
(395 |
) |
|
(1,346 |
) |
|
(390 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total Huntsman International LLC members' equity
|
|
|
1,112 |
|
|
5,471 |
|
|
1,470 |
|
|
(6,941 |
) |
|
1,112 |
|
|
Noncontrolling interests in subsidiaries
|
|
|
|
|
|
|
|
|
86 |
|
|
48 |
|
|
134 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total equity
|
|
|
1,112 |
|
|
5,471 |
|
|
1,556 |
|
|
(6,893 |
) |
|
1,246 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Total liabilities and equity
|
|
$ |
7,529 |
|
$ |
7,033 |
|
$ |
6,533 |
|
$ |
(12,261 |
) |
$ |
8,834 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)
AS OF DECEMBER 31, 2010
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International LLC |
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cash and cash equivalents
|
|
$ |
220 |
|
$ |
9 |
|
$ |
332 |
|
$ |
|
|
$ |
561 |
|
| |
Restricted cash
|
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
7 |
|
| |
Accounts and notes receivable, net
|
|
|
17 |
|
|
112 |
|
|
1,284 |
|
|
|
|
|
1,413 |
|
| |
Accounts receivable from affiliates
|
|
|
1,275 |
|
|
2,530 |
|
|
79 |
|
|
(3,784 |
) |
|
100 |
|
| |
Inventories
|
|
|
78 |
|
|
240 |
|
|
1,089 |
|
|
(11 |
) |
|
1,396 |
|
| |
Prepaid expenses
|
|
|
11 |
|
|
6 |
|
|
42 |
|
|
(14 |
) |
|
45 |
|
| |
Deferred income taxes
|
|
|
5 |
|
|
|
|
|
44 |
|
|
(9 |
) |
|
40 |
|
| |
Other current assets
|
|
|
|
|
|
3 |
|
|
160 |
|
|
(3 |
) |
|
160 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total current assets
|
|
|
1,606 |
|
|
2,900 |
|
|
3,037 |
|
|
(3,821 |
) |
|
3,722 |
|
|
Property, plant and equipment, net
|
|
|
417 |
|
|
881 |
|
|
2,169 |
|
|
2 |
|
|
3,469 |
|
|
Investment in unconsolidated affiliates
|
|
|
5,018 |
|
|
1,403 |
|
|
172 |
|
|
(6,359 |
) |
|
234 |
|
|
Intangible assets, net
|
|
|
62 |
|
|
3 |
|
|
42 |
|
|
|
|
|
107 |
|
|
Goodwill
|
|
|
(17 |
) |
|
84 |
|
|
27 |
|
|
|
|
|
94 |
|
|
Deferred income taxes
|
|
|
(9 |
) |
|
|
|
|
161 |
|
|
27 |
|
|
179 |
|
|
Notes receivable from affiliates
|
|
|
51 |
|
|
930 |
|
|
7 |
|
|
(981 |
) |
|
7 |
|
|
Other noncurrent assets
|
|
|
73 |
|
|
169 |
|
|
253 |
|
|
|
|
|
495 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total assets
|
|
$ |
7,201 |
|
$ |
6,370 |
|
$ |
5,868 |
|
$ |
(11,132 |
) |
$ |
8,307 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Accounts payable
|
|
$ |
42 |
|
$ |
212 |
|
$ |
586 |
|
$ |
|
|
$ |
840 |
|
| |
Accounts payable to affiliates
|
|
|
1,892 |
|
|
860 |
|
|
1,091 |
|
|
(3,784 |
) |
|
59 |
|
| |
Accrued liabilities
|
|
|
102 |
|
|
77 |
|
|
464 |
|
|
(17 |
) |
|
626 |
|
| |
Deferred income taxes
|
|
|
|
|
|
55 |
|
|
19 |
|
|
(11 |
) |
|
63 |
|
| |
Note payable to affiliate
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
100 |
|
| |
Current portion of debt
|
|
|
114 |
|
|
|
|
|
405 |
|
|
|
|
|
519 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total current liabilities
|
|
|
2,250 |
|
|
1,204 |
|
|
2,565 |
|
|
(3,812 |
) |
|
2,207 |
|
|
Long-term debt
|
|
|
3,320 |
|
|
|
|
|
307 |
|
|
|
|
|
3,627 |
|
|
Notes payable to affiliates
|
|
|
435 |
|
|
|
|
|
985 |
|
|
(981 |
) |
|
439 |
|
|
Deferred income taxes
|
|
|
8 |
|
|
(28 |
) |
|
86 |
|
|
28 |
|
|
94 |
|
|
Other noncurrent liabilities
|
|
|
160 |
|
|
138 |
|
|
555 |
|
|
(1 |
) |
|
852 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total liabilities
|
|
|
6,173 |
|
|
1,314 |
|
|
4,498 |
|
|
(4,766 |
) |
|
7,219 |
|
|
Equity Huntsman International LLC members' equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Members' equity
|
|
|
3,049 |
|
|
4,764 |
|
|
2,217 |
|
|
(6,981 |
) |
|
3,049 |
|
| |
Subsidiary preferred stock
|
|
|
|
|
|
|
|
|
1 |
|
|
(1 |
) |
|
|
|
| |
Accumulated deficit
|
|
|
(1,667 |
) |
|
(1,308 |
) |
|
(549 |
) |
|
1,857 |
|
|
(1,667 |
) |
| |
Accumulated other comprehensive (loss) income
|
|
|
(354 |
) |
|
1,600 |
|
|
(318 |
) |
|
(1,282 |
) |
|
(354 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total Huntsman International LLC members' equity
|
|
|
1,028 |
|
|
5,056 |
|
|
1,351 |
|
|
(6,407 |
) |
|
1,028 |
|
|
Noncontrolling interests in subsidiaries
|
|
|
|
|
|
|
|
|
19 |
|
|
41 |
|
|
60 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total equity
|
|
|
1,028 |
|
|
5,056 |
|
|
1,370 |
|
|
(6,366 |
) |
|
1,088 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Total liabilities and equity
|
|
$ |
7,201 |
|
$ |
6,370 |
|
$ |
5,868 |
|
$ |
(11,132 |
) |
$ |
8,307 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, 2011
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International
LLC |
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Trade sales, services and fees, net
|
|
$ |
247 |
|
$ |
870 |
|
$ |
1,803 |
|
$ |
3 |
|
$ |
2,923 |
|
| |
Related party sales
|
|
|
161 |
|
|
117 |
|
|
299 |
|
|
(524 |
) |
|
53 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
408 |
|
|
987 |
|
|
2,102 |
|
|
(521 |
) |
|
2,976 |
|
|
Cost of goods sold
|
|
|
360 |
|
|
821 |
|
|
1,827 |
|
|
(527 |
) |
|
2,481 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
48 |
|
|
166 |
|
|
275 |
|
|
6 |
|
|
495 |
|
|
Selling, general and administrative
|
|
|
35 |
|
|
20 |
|
|
161 |
|
|
|
|
|
216 |
|
|
Research and development
|
|
|
13 |
|
|
9 |
|
|
20 |
|
|
|
|
|
42 |
|
|
Other operating (income) expense
|
|
|
(2 |
) |
|
15 |
|
|
(14 |
) |
|
|
|
|
(1 |
) |
|
Restructuring, impairment and plant closing costs
|
|
|
|
|
|
|
|
|
155 |
|
|
|
|
|
155 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income
|
|
|
2 |
|
|
122 |
|
|
(47 |
) |
|
6 |
|
|
83 |
|
|
Interest (expense) income, net
|
|
|
(54 |
) |
|
11 |
|
|
(23 |
) |
|
|
|
|
(66 |
) |
|
Equity in income (loss) of investment in affiliates and subsidiaries
|
|
|
19 |
|
|
(73 |
) |
|
2 |
|
|
54 |
|
|
2 |
|
|
Loss on early extinguishment of debt
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
Other income
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
(1 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations before income taxes
|
|
|
(35 |
) |
|
60 |
|
|
(68 |
) |
|
59 |
|
|
16 |
|
|
Income tax benefit (expense)
|
|
|
11 |
|
|
(46 |
) |
|
(20 |
) |
|
|
|
|
(55 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations
|
|
|
(24 |
) |
|
14 |
|
|
(88 |
) |
|
59 |
|
|
(39 |
) |
|
(Loss) income from discontinued operations, net of tax
|
|
|
(7 |
) |
|
(1 |
) |
|
18 |
|
|
|
|
|
10 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
|
(31 |
) |
|
13 |
|
|
(70 |
) |
|
59 |
|
|
(29 |
) |
|
Net income attributable to noncontrolling interests
|
|
|
|
|
|
(1 |
) |
|
(1 |
) |
|
|
|
|
(2 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to Huntsman International LLC
|
|
$ |
(31 |
) |
$ |
12 |
|
$ |
(71 |
) |
$ |
59 |
|
$ |
(31 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, 2010
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International
LLC |
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Trade sales, services and fees, net
|
|
$ |
209 |
|
$ |
701 |
|
$ |
1,450 |
|
$ |
|
|
$ |
2,360 |
|
| |
Related party sales
|
|
|
69 |
|
|
122 |
|
|
237 |
|
|
(387 |
) |
|
41 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
278 |
|
|
823 |
|
|
1,687 |
|
|
(387 |
) |
|
2,401 |
|
|
Cost of goods sold
|
|
|
228 |
|
|
687 |
|
|
1,452 |
|
|
(386 |
) |
|
1,981 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
50 |
|
|
136 |
|
|
235 |
|
|
(1 |
) |
|
420 |
|
|
Selling, general and administrative
|
|
|
56 |
|
|
22 |
|
|
124 |
|
|
|
|
|
202 |
|
|
Research and development
|
|
|
12 |
|
|
8 |
|
|
19 |
|
|
|
|
|
39 |
|
|
Other operating (income) expense
|
|
|
(10 |
) |
|
(32 |
) |
|
45 |
|
|
|
|
|
3 |
|
|
Restructuring, impairment and plant closing costs
|
|
|
1 |
|
|
|
|
|
3 |
|
|
|
|
|
4 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income
|
|
|
(9 |
) |
|
138 |
|
|
44 |
|
|
(1 |
) |
|
172 |
|
|
Interest (expense) income, net
|
|
|
(59 |
) |
|
10 |
|
|
(20 |
) |
|
|
|
|
(69 |
) |
|
Equity income of investment in affiliates and subsidiaries
|
|
|
108 |
|
|
16 |
|
|
6 |
|
|
(127 |
) |
|
3 |
|
|
Loss on early extinguishment of debt
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
(7 |
) |
|
Other income
|
|
|
1 |
|
|
|
|
|
1 |
|
|
(1 |
) |
|
1 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
34 |
|
|
164 |
|
|
31 |
|
|
(129 |
) |
|
100 |
|
|
Income tax benefit (expense)
|
|
|
22 |
|
|
(53 |
) |
|
(9 |
) |
|
|
|
|
(40 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
56 |
|
|
111 |
|
|
22 |
|
|
(129 |
) |
|
60 |
|
|
Income (loss) from discontinued operations, net of tax
|
|
|
2 |
|
|
|
|
|
(3 |
) |
|
|
|
|
(1 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
58 |
|
|
111 |
|
|
19 |
|
|
(129 |
) |
|
59 |
|
|
Net income attributable to noncontrolling interests
|
|
|
|
|
|
(1 |
) |
|
(2 |
) |
|
2 |
|
|
(1 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Huntsman International LLC
|
|
$ |
58 |
|
$ |
110 |
|
$ |
17 |
|
$ |
(127 |
) |
$ |
58 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2011
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International
LLC |
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Trade sales, services and fees, net
|
|
$ |
682 |
|
$ |
2,534 |
|
$ |
5,229 |
|
$ |
|
|
$ |
8,445 |
|
| |
Related party sales
|
|
|
353 |
|
|
400 |
|
|
868 |
|
|
(1,477 |
) |
|
144 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
1,035 |
|
|
2,934 |
|
|
6,097 |
|
|
(1,477 |
) |
|
8,589 |
|
|
Cost of goods sold
|
|
|
901 |
|
|
2,403 |
|
|
5,283 |
|
|
(1,463 |
) |
|
7,124 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
134 |
|
|
531 |
|
|
814 |
|
|
(14 |
) |
|
1,465 |
|
|
Selling, general and administrative
|
|
|
119 |
|
|
77 |
|
|
492 |
|
|
|
|
|
688 |
|
|
Research and development
|
|
|
37 |
|
|
25 |
|
|
61 |
|
|
|
|
|
123 |
|
|
Other operating expense (income)
|
|
|
31 |
|
|
(23 |
) |
|
(1 |
) |
|
|
|
|
7 |
|
|
Restructuring, impairment and plant closing costs
|
|
|
|
|
|
|
|
|
171 |
|
|
|
|
|
171 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income
|
|
|
(53 |
) |
|
452 |
|
|
91 |
|
|
(14 |
) |
|
476 |
|
|
Interest (expense) income, net
|
|
|
(164 |
) |
|
32 |
|
|
(65 |
) |
|
|
|
|
(197 |
) |
|
Equity in income (loss) of investment in affiliates and subsidiaries
|
|
|
300 |
|
|
(12 |
) |
|
7 |
|
|
(289 |
) |
|
6 |
|
|
Loss on early extinguishment of debt
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
Other (expense) income
|
|
|
(16 |
) |
|
|
|
|
|
|
|
16 |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
62 |
|
|
472 |
|
|
33 |
|
|
(287 |
) |
|
280 |
|
|
Income tax benefit (expense)
|
|
|
87 |
|
|
(166 |
) |
|
(32 |
) |
|
|
|
|
(111 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
149 |
|
|
306 |
|
|
1 |
|
|
(287 |
) |
|
169 |
|
|
Loss from discontinued operations, net of tax
|
|
|
|
|
|
(1 |
) |
|
(4 |
) |
|
|
|
|
(5 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income before extraordinary gain
|
|
|
149 |
|
|
305 |
|
|
(3 |
) |
|
(287 |
) |
|
164 |
|
|
Extraordinary gain on the acquisition of a business, net of tax of nil
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
2 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
149 |
|
|
305 |
|
|
(1 |
) |
|
(287 |
) |
|
166 |
|
|
Net income attributable to noncontrolling interests
|
|
|
|
|
|
(2 |
) |
|
(9 |
) |
|
(6 |
) |
|
(17 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Huntsman International LLC
|
|
$ |
149 |
|
$ |
303 |
|
$ |
(10 |
) |
$ |
(293 |
) |
$ |
149 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2010
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International
LLC |
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Trade sales, services and fees, net
|
|
$ |
599 |
|
$ |
1,858 |
|
$ |
4,232 |
|
$ |
|
|
$ |
6,689 |
|
| |
Related party sales
|
|
|
194 |
|
|
370 |
|
|
734 |
|
|
(1,149 |
) |
|
149 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
793 |
|
|
2,228 |
|
|
4,966 |
|
|
(1,149 |
) |
|
6,838 |
|
|
Cost of goods sold
|
|
|
659 |
|
|
1,924 |
|
|
4,298 |
|
|
(1,137 |
) |
|
5,744 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
134 |
|
|
304 |
|
|
668 |
|
|
(12 |
) |
|
1,094 |
|
|
Selling, general and administrative
|
|
|
126 |
|
|
66 |
|
|
433 |
|
|
|
|
|
625 |
|
|
Research and development
|
|
|
36 |
|
|
22 |
|
|
53 |
|
|
|
|
|
111 |
|
|
Other operating (income) expense
|
|
|
(37 |
) |
|
1 |
|
|
28 |
|
|
|
|
|
(8 |
) |
|
Restructuring, impairment and plant closing costs
|
|
|
3 |
|
|
|
|
|
21 |
|
|
|
|
|
24 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
6 |
|
|
215 |
|
|
133 |
|
|
(12 |
) |
|
342 |
|
|
Interest (expense) income, net
|
|
|
(156 |
) |
|
28 |
|
|
(54 |
) |
|
|
|
|
(182 |
) |
|
Equity income of investment in affiliates and subsidiaries
|
|
|
283 |
|
|
65 |
|
|
25 |
|
|
(353 |
) |
|
20 |
|
|
Loss on early extinguishment of debt
|
|
|
(23 |
) |
|
|
|
|
|
|
|
|
|
|
(23 |
) |
|
Other (expense) income
|
|
|
(9 |
) |
|
|
|
|
3 |
|
|
9 |
|
|
3 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
101 |
|
|
308 |
|
|
107 |
|
|
(356 |
) |
|
160 |
|
|
Income tax benefit (expense)
|
|
|
57 |
|
|
(88 |
) |
|
(25 |
) |
|
|
|
|
(56 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
158 |
|
|
220 |
|
|
82 |
|
|
(356 |
) |
|
104 |
|
|
(Loss) income from discontinued operations, net of tax
|
|
|
(9 |
) |
|
68 |
|
|
(11 |
) |
|
|
|
|
48 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
149 |
|
|
288 |
|
|
71 |
|
|
(356 |
) |
|
152 |
|
|
Net income attributable to noncontrolling interests
|
|
|
|
|
|
(2 |
) |
|
(4 |
) |
|
3 |
|
|
(3 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Huntsman International LLC
|
|
$ |
149 |
|
$ |
286 |
|
$ |
67 |
|
$ |
(353 |
) |
$ |
149 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2011
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International
LLC |
|
|
Net cash provided by (used in) operating activities
|
|
$ |
128 |
|
$ |
69 |
|
$ |
(125 |
) |
$ |
(4 |
) |
$ |
68 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(15 |
) |
|
(41 |
) |
|
(161 |
) |
|
|
|
|
(217 |
) |
|
Proceeds from settlements treated as reimbursement of capital expenditures
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
3 |
|
|
Cash assumed in connection with the initial consolidation of a variable interest entity
|
|
|
|
|
|
|
|
|
28 |
|
|
|
|
|
28 |
|
|
Cash paid for acquisition of a business
|
|
|
|
|
|
|
|
|
(23 |
) |
|
|
|
|
(23 |
) |
|
Proceeds from sale of business/assets
|
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
7 |
|
|
Decrease in receivable from affiliate
|
|
|
(35 |
) |
|
|
|
|
|
|
|
|
|
|
(35 |
) |
|
Investment in affiliate
|
|
|
(138 |
) |
|
(4 |
) |
|
|
|
|
142 |
|
|
|
|
|
Investment in unconsolidated affiliate
|
|
|
|
|
|
(17 |
) |
|
|
|
|
|
|
|
(17 |
) |
|
Cash received from unconsolidated affiliates
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
|
19 |
|
|
Other, net
|
|
|
1 |
|
|
|
|
|
(4 |
) |
|
3 |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(187 |
) |
|
(43 |
) |
|
(150 |
) |
|
145 |
|
|
(235 |
) |
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net borrowings on overdraft facilities
|
|
|
|
|
|
|
|
|
10 |
|
|
|
|
|
10 |
|
|
Repayments of short-term debt
|
|
|
|
|
|
|
|
|
(151 |
) |
|
|
|
|
(151 |
) |
|
Borrowings on short-term debt
|
|
|
|
|
|
|
|
|
126 |
|
|
|
|
|
126 |
|
|
Repayments of long-term debt
|
|
|
(212 |
) |
|
|
|
|
(75 |
) |
|
|
|
|
(287 |
) |
|
Proceeds from issuance of long-term debt
|
|
|
|
|
|
|
|
|
89 |
|
|
|
|
|
89 |
|
|
Proceeds from notes payable to affiliate
|
|
|
105 |
|
|
|
|
|
|
|
|
|
|
|
105 |
|
|
Repayments of notes payable
|
|
|
(23 |
) |
|
|
|
|
(1 |
) |
|
|
|
|
(24 |
) |
|
Borrowings on notes payable
|
|
|
33 |
|
|
|
|
|
2 |
|
|
|
|
|
35 |
|
|
Debt issuance costs paid
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
(7 |
) |
|
Call premiums related to early extinguishment of debt
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
Contribution from parent, net
|
|
|
|
|
|
(32 |
) |
|
174 |
|
|
(142 |
) |
|
|
|
|
Dividends paid to parent
|
|
|
(56 |
) |
|
(1 |
) |
|
|
|
|
1 |
|
|
(56 |
) |
|
Dividends paid to noncontrolling interest
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
|
|
(5 |
) |
|
Excess tax benefit related to stock-based compensation
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
10 |
|
|
Other, net
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
3 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(155 |
) |
|
(33 |
) |
|
172 |
|
|
(141 |
) |
|
(157 |
) |
|
Effect of exchange rate changes on cash
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
(3 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in cash and cash equivalents
|
|
|
(214 |
) |
|
(7 |
) |
|
(106 |
) |
|
|
|
|
(327 |
) |
|
Cash and cash equivalents at beginning of period
|
|
|
220 |
|
|
9 |
|
|
332 |
|
|
|
|
|
561 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
6 |
|
$ |
2 |
|
$ |
226 |
|
$ |
|
|
$ |
234 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2010
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company |
|
Guarantors |
|
Nonguarantors |
|
Eliminations |
|
Consolidated
Huntsman
International
LLC |
|
|
Net cash used in operating activities
|
|
$ |
(311 |
) |
$ |
(7 |
) |
$ |
(5 |
) |
$ |
(2 |
) |
$ |
(325 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(13 |
) |
|
(34 |
) |
|
(85 |
) |
|
|
|
|
(132 |
) |
|
Proceeds from settlements treated as reimbursement of capital expenditures
|
|
|
|
|
|
34 |
|
|
|
|
|
|
|
|
34 |
|
|
Cash assumed in connection with the initial consolidation of a variable interest entity
|
|
|
|
|
|
|
|
|
11 |
|
|
|
|
|
11 |
|
|
Increase in receivable from affiliate
|
|
|
(42 |
) |
|
|
|
|
|
|
|
|
|
|
(42 |
) |
|
Investment in affiliate
|
|
|
(106 |
) |
|
(6 |
) |
|
|
|
|
112 |
|
|
|
|
|
Investment in unconsolidated affiliates
|
|
|
|
|
|
|
|
|
(4 |
) |
|
|
|
|
(4 |
) |
|
Cash received from unconsolidated affiliates
|
|
|
|
|
|
3 |
|
|
2 |
|
|
|
|
|
5 |
|
|
Other, net
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
1 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(161 |
) |
|
(3 |
) |
|
(75 |
) |
|
112 |
|
|
(127 |
) |
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net borrowings under revolving loan facilities
|
|
|
|
|
|
|
|
|
(7 |
) |
|
|
|
|
(7 |
) |
|
Revolving loan facility from A/R Programs
|
|
|
254 |
|
|
|
|
|
|
|
|
|
|
|
254 |
|
|
Net borrowings on overdraft facilities
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
6 |
|
|
Repayments of short-term debt
|
|
|
|
|
|
|
|
|
(153 |
) |
|
|
|
|
(153 |
) |
|
Borrowings on short-term debt
|
|
|
|
|
|
|
|
|
188 |
|
|
|
|
|
188 |
|
|
Repayments of long-term debt
|
|
|
(806 |
) |
|
|
|
|
(31 |
) |
|
|
|
|
(837 |
) |
|
Proceeds from issuance of long-term debt
|
|
|
700 |
|
|
|
|
|
25 |
|
|
|
|
|
725 |
|
|
Repayments of note payable to affiliate
|
|
|
(125 |
) |
|
|
|
|
|
|
|
|
|
|
(125 |
) |
|
Proceeds from note payable to affiliate
|
|
|
110 |
|
|
|
|
|
|
|
|
|
|
|
110 |
|
|
Intercompany repayments
|
|
|
|
|
|
|
|
|
(5 |
) |
|
5 |
|
|
|
|
|
Repayments of notes payable
|
|
|
(29 |
) |
|
|
|
|
(7 |
) |
|
|
|
|
(36 |
) |
|
Borrowings on notes payable
|
|
|
33 |
|
|
|
|
|
5 |
|
|
|
|
|
38 |
|
|
Debt issuance costs paid
|
|
|
(25 |
) |
|
|
|
|
|
|
|
|
|
|
(25 |
) |
|
Call premiums related to early extinguishment of debt
|
|
|
(13 |
) |
|
|
|
|
|
|
|
|
|
|
(13 |
) |
|
Contribution from parent, net
|
|
|
|
|
|
(4 |
) |
|
120 |
|
|
(116 |
) |
|
|
|
|
Excess tax benefit related to stock-based compensation
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
Other, net
|
|
|
|
|
|
(1 |
) |
|
|
|
|
1 |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
103 |
|
|
(5 |
) |
|
141 |
|
|
(110 |
) |
|
129 |
|
|
Effect of exchange rate changes on cash
|
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
7 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) increase in cash and cash equivalents
|
|
|
(369 |
) |
|
(15 |
) |
|
68 |
|
|
|
|
|
(316 |
) |
|
Cash and cash equivalents at beginning of period
|
|
|
688 |
|
|
24 |
|
|
207 |
|
|
|
|
|
919 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
319 |
|
$ |
9 |
|
$ |
275 |
|
$ |
|
|
$ |
603 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|