HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. FAIR VALUE (Continued)
The
following table shows a reconciliation of beginning and ending balances for the three and six months ended June 30, 2016 and 2015 for instruments measured at fair value on a
recurring basis using significant unobservable inputs (Level 3) (dollars in millions).
|
|
|
|
|
|
|
|
|
|
Three months
ended
June 30, 2016
|
|
Six months
ended
June 30, 2016
|
|
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
|
Cross-Currency
Interest
Rate Contracts
|
|
Cross-Currency
Interest
Rate Contracts
|
|
Beginning balance
|
|
$
|
20
|
|
$
|
28
|
|
Transfers into Level 3
|
|
|
|
|
|
|
|
Transfers out of Level 3
|
|
|
|
|
|
|
|
Total gains (losses):
|
|
|
|
|
|
|
|
Included in earnings
|
|
|
|
|
|
|
|
Included in other comprehensive income (loss)
|
|
|
6
|
|
|
(2
|
)
|
Purchases, sales, issuances and settlements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance, June 30, 2016
|
|
$
|
26
|
|
$
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still
held at June 30, 2016
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended
June 30, 2015
|
|
Six months
ended
June 30, 2015
|
|
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
|
Cross-Currency
Interest
Rate Contracts
|
|
Cross-Currency
Interest
Rate Contracts
|
|
Beginning balance
|
|
$
|
33
|
|
$
|
5
|
|
Transfers into Level 3
|
|
|
|
|
|
|
|
Transfers out of Level 3
|
|
|
|
|
|
|
|
Total gains (losses):
|
|
|
|
|
|
|
|
Included in earnings
|
|
|
|
|
|
|
|
Included in other comprehensive income (loss)
|
|
|
(8
|
)
|
|
20
|
|
Purchases, sales, issuances and settlements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance, June 30, 2015
|
|
$
|
25
|
|
$
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets still
held at June 30, 2015
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. FAIR VALUE (Continued)
Gains
and losses (realized and unrealized) included in earnings for instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) are
reported in interest expense and other comprehensive income (loss) as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended
June 30, 2016
|
|
Six months
ended
June 30, 2016
|
|
|
|
Interest
expense
|
|
Other
comprehensive
income (loss)
|
|
Interest
expense
|
|
Other
comprehensive
income (loss)
|
|
Total net gains included in earnings
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Changes in unrealized gains (losses) relating to assets still held at June 30, 2016
|
|
|
|
|
|
6
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended
June 30, 2015
|
|
Six months
ended
June 30, 2015
|
|
|
|
Interest
expense
|
|
Other
comprehensive
income (loss)
|
|
Interest
expense
|
|
Other
comprehensive
income (loss)
|
|
Total net gains included in earnings
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Changes in unrealized (losses) gains relating to assets still held at June 30, 2015
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
20
|
|
We
also have assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. These assets include property, plant and equipment and those
associated with acquired businesses, including goodwill and intangible assets. For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if one or
more is determined to be impaired. During the six months ended June 30, 2016 and 2015, we recorded charges of $1 million and nil, respectively, for the impairment of long-lived assets.
36
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. EMPLOYEE BENEFIT PLANS
Components of the net periodic benefit costs for the three and six months ended June 30, 2016 and 2015 were as follows (dollars in millions):
Huntsman Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined
Benefit Plans
|
|
Other
Postretirement
Benefit Plans
|
|
|
|
Three months
ended
June 30,
|
|
Three months
ended
June 30,
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
Service cost
|
|
$
|
16
|
|
$
|
17
|
|
$
|
|
|
$
|
1
|
|
Interest cost
|
|
|
31
|
|
|
30
|
|
|
1
|
|
|
2
|
|
Expected return on assets
|
|
|
(48
|
)
|
|
(49
|
)
|
|
|
|
|
|
|
Amortization of prior service benefit
|
|
|
(3
|
)
|
|
|
|
|
(1
|
)
|
|
(1
|
)
|
Amortization of actuarial loss
|
|
|
18
|
|
|
18
|
|
|
|
|
|
1
|
|
Special termination benefits
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
14
|
|
$
|
19
|
|
$
|
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined
Benefit Plans
|
|
Other
Postretirement
Benefit Plans
|
|
|
|
Six months
ended
June 30,
|
|
Six months
ended
June 30,
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
Service cost
|
|
$
|
32
|
|
$
|
36
|
|
$
|
1
|
|
$
|
2
|
|
Interest cost
|
|
|
61
|
|
|
61
|
|
|
2
|
|
|
3
|
|
Expected return on assets
|
|
|
(95
|
)
|
|
(100
|
)
|
|
|
|
|
|
|
Amortization of prior service benefit
|
|
|
(5
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(2
|
)
|
Amortization of actuarial loss
|
|
|
34
|
|
|
37
|
|
|
1
|
|
|
2
|
|
Special termination benefits
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
27
|
|
$
|
35
|
|
$
|
1
|
|
$
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. EMPLOYEE BENEFIT PLANS (Continued)
Huntsman International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined
Benefit Plans
|
|
Other
Postretirement
Benefit Plans
|
|
|
|
Three months
ended
June 30,
|
|
Three months
ended
June 30,
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
Service cost
|
|
$
|
16
|
|
$
|
17
|
|
$
|
|
|
$
|
1
|
|
Interest cost
|
|
|
31
|
|
|
30
|
|
|
1
|
|
|
2
|
|
Expected return on assets
|
|
|
(48
|
)
|
|
(49
|
)
|
|
|
|
|
|
|
Amortization of prior service benefit
|
|
|
(3
|
)
|
|
|
|
|
(1
|
)
|
|
(1
|
)
|
Amortization of actuarial loss
|
|
|
19
|
|
|
20
|
|
|
|
|
|
1
|
|
Special termination benefits
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
15
|
|
$
|
21
|
|
$
|
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined
Benefit Plans
|
|
Other
Postretirement
Benefit Plans
|
|
|
|
Six months
ended
June 30,
|
|
Six months
ended
June 30,
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
Service cost
|
|
$
|
32
|
|
$
|
36
|
|
$
|
1
|
|
$
|
2
|
|
Interest cost
|
|
|
61
|
|
|
61
|
|
|
2
|
|
|
3
|
|
Expected return on assets
|
|
|
(95
|
)
|
|
(100
|
)
|
|
|
|
|
|
|
Amortization of prior service benefit
|
|
|
(5
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(2
|
)
|
Amortization of actuarial loss
|
|
|
37
|
|
|
41
|
|
|
1
|
|
|
2
|
|
Special termination benefits
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
30
|
|
$
|
39
|
|
$
|
1
|
|
$
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During
the six months ended June 30, 2016 and 2015, we made contributions to our pension and other postretirement benefit plans of $38 million and $55 million,
respectively. During the remainder of 2016, we expect to contribute an additional amount of approximately $36 million to these plans.
10. HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY
SHARE REPURCHASE PROGRAM
On September 29, 2015, our Board of Directors authorized our Company to repurchase up to $150 million in shares of
Huntsman Corporation common stock. Repurchases under this program may be made through open market transactions, in privately negotiated transactions, through accelerated share repurchase programs or
by other means. The timing and actual number of shares repurchased depends on a variety of factors, including market conditions. The share repurchase authorization does not have an expiration date and
repurchases may be commenced, suspended or discontinued from time
38
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. HUNTSMAN CORPORATION STOCKHOLDERS' EQUITY (Continued)
to
time without prior notice. On October 27, 2015, we entered into and funded an accelerated share repurchase agreement to repurchase $100 million of our common stock that was completed
in January 2016 with the purchase of 8.6 million shares. During the three months ended June 30, 2016, we did not repurchase any shares of our outstanding common stock under the
repurchase program. As of June 30, 2016, there remained approximately $50 million of the amount authorized under the program that can be used for repurchases.
COMMON STOCK DIVIDENDS
During each of the quarters ended June 30, 2016 and March 31, 2016, we paid dividends of $30 million, or $0.125
per share, to common stockholders and during each of the quarters ended June 30, 2015 and March 31, 2015, we paid cash dividends of $31 million, or $0.125 per share, to common
stockholders.
11. OTHER COMPREHENSIVE (LOSS) INCOME
The components of other comprehensive (loss) income and changes in accumulated other comprehensive loss by component were as follows (dollars in millions):
Huntsman Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency
translation
adjustment(a)
|
|
Pension
and other
postretirement
benefits
adjustments(b)
|
|
Other
comprehensive
income of
unconsolidated
affiliates
|
|
Other,
net
|
|
Total
|
|
Amounts
attributable to
noncontrolling
interests
|
|
Amounts
attributable to
Huntsman
Corporation
|
|
Beginning balance, January 1, 2016
|
|
$
|
(288
|
)
|
$
|
(1,056
|
)
|
$
|
11
|
|
$
|
17
|
|
$
|
(1,316
|
)
|
$
|
28
|
|
$
|
(1,288
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive (loss) income before reclassifications, gross
|
|
|
(30
|
)
|
|
|
|
|
(8
|
)
|
|
2
|
|
|
(36
|
)
|
|
|
|
|
(36
|
)
|
Tax benefit
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
4
|
|
Amounts reclassified from accumulated other comprehensive loss, gross(c)
|
|
|
|
|
|
27
|
|
|
|
|
|
|
|
|
27
|
|
|
|
|
|
27
|
|
Tax expense
|
|
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
(3
|
)
|
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current-period other comprehensive (loss) income
|
|
|
(26
|
)
|
|
24
|
|
|
(8
|
)
|
|
2
|
|
|
(8
|
)
|
|
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance, June 30, 2016
|
|
$
|
(314
|
)
|
$
|
(1,032
|
)
|
$
|
3
|
|
$
|
19
|
|
$
|
(1,324
|
)
|
$
|
28
|
|
$
|
(1,296
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(a)
-
Amounts
are net of tax of $86 and $90 as of June 30, 2016 and January 1, 2016, respectively.
-
(b)
-
Amounts
are net of tax of $132 and $135 as of June 30, 2016 and January 1, 2016, respectively.
-
(c)
-
See
table below for details about these reclassifications.
39
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. OTHER COMPREHENSIVE (LOSS) INCOME (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency
translation
adjustment(a)
|
|
Pension
and other
postretirement
benefits
adjustments(b)
|
|
Other
comprehensive
income of
unconsolidated
affiliates
|
|
Other,
net
|
|
Total
|
|
Amounts
attributable to
noncontrolling
interests
|
|
Amounts
attributable to
Huntsman
Corporation
|
|
Beginning balance, January 1, 2015
|
|
$
|
25
|
|
$
|
(1,122
|
)
|
$
|
10
|
|
$
|
11
|
|
$
|
(1,076
|
)
|
$
|
23
|
|
$
|
(1,053
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive (loss) income before reclassifications, gross
|
|
|
(123
|
)
|
|
(5
|
)
|
|
9
|
|
|
|
|
|
(119
|
)
|
|
5
|
|
|
(114
|
)
|
Tax expense
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
(19
|
)
|
|
|
|
|
(19
|
)
|
Amounts reclassified from accumulated other comprehensive loss, gross(c)
|
|
|
|
|
|
35
|
|
|
|
|
|
|
|
|
35
|
|
|
|
|
|
35
|
|
Tax expense
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current-period other comprehensive (loss) income
|
|
|
(142
|
)
|
|
22
|
|
|
9
|
|
|
|
|
|
(111
|
)
|
|
5
|
|
|
(106
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance, June 30, 2015
|
|
$
|
(117
|
)
|
$
|
(1,100
|
)
|
$
|
19
|
|
$
|
11
|
|
$
|
(1,187
|
)
|
$
|
28
|
|
$
|
(1,159
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(a)
-
Amounts
are net of tax of $66 and $47 as of June 30, 2015 and January 1, 2015, respectively.
-
(b)
-
Amounts
are net of tax of $175 and $182 as of June 30, 2015 and January 1, 2015, respectively.
-
(c)
-
See
table below for details about these reclassifications.
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30, 2016
|
|
Six months ended
June 30, 2016
|
|
|
|
|
Affected line item
in the statement
where net income
is presented
|
Details about Accumulated Other Comprehensive Loss Components(a):
|
|
Amounts reclassified
from accumulated other
comprehensive loss
|
|
Amounts reclassified
from accumulated other
comprehensive loss
|
Amortization of pension and other postretirement benefits:
|
|
|
|
|
|
|
|
|
Prior service credit
|
|
$
|
(4
|
)
|
$
|
(8
|
)
|
(b)
|
Actuarial loss
|
|
|
16
|
|
|
35
|
|
(b)(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
12
|
|
|
27
|
|
Total before tax
|
|
|
|
(3
|
)
|
|
(3
|
)
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
Total reclassifications for the period
|
|
$
|
9
|
|
$
|
24
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. OTHER COMPREHENSIVE (LOSS) INCOME (Continued)
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30, 2015
|
|
Six months ended
June 30, 2015
|
|
|
|
|
Affected line item
in the statement
where net income
is presented
|
Details about Accumulated Other Comprehensive Loss Components(a):
|
|
Amounts reclassified
from accumulated other
comprehensive loss
|
|
Amounts reclassified
from accumulated other
comprehensive loss
|
Amortization of pension and other postretirement benefits:
|
|
|
|
|
|
|
|
|
Prior service credit
|
|
$
|
(2
|
)
|
$
|
(4
|
)
|
(b)
|
Actuarial loss
|
|
|
20
|
|
|
39
|
|
(b)(c)
|
|
|
|
|
|
|
|
|
|
Settlement loss
|
|
|
18
|
|
|
35
|
|
Total before tax
|
|
|
|
(4
|
)
|
|
(8
|
)
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
Total reclassifications for the period
|
|
$
|
14
|
|
$
|
27
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(a)
-
Pension
and other postretirement benefits amounts in parentheses indicate credits on our condensed consolidated statements of operations.
-
(b)
-
These
accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See "Note 9. Employee Benefit
Plans."
-
(c)
-
Amounts
contain approximately $1 million of actuarial losses related to discontinued operations for each of the three months ended June 30,
2016 and 2015 and $2 million of actuarial losses related to discontinued operations for each of the six months ended June 30, 2016 and 2015.
Huntsman International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency
translation
adjustment(a)
|
|
Pension
and other
postretirement
benefits
adjustments(b)
|
|
Other
comprehensive
income of
unconsolidated
affiliates
|
|
Other,
net
|
|
Total
|
|
Amounts
attributable to
noncontrolling
interests
|
|
Amounts
attributable to
Huntsman
International
|
|
Beginning balance, January 1, 2016
|
|
$
|
(292
|
)
|
$
|
(1,074
|
)
|
$
|
11
|
|
$
|
11
|
|
$
|
(1,344
|
)
|
$
|
28
|
|
$
|
(1,316
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) before reclassifications, gross
|
|
|
(30
|
)
|
|
|
|
|
(8
|
)
|
|
3
|
|
|
(35
|
)
|
|
|
|
|
(35
|
)
|
Tax benefit
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
4
|
|
Amounts reclassified from accumulated other comprehensive loss, gross(c)
|
|
|
|
|
|
30
|
|
|
|
|
|
|
|
|
30
|
|
|
|
|
|
30
|
|
Tax expense
|
|
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
(4
|
)
|
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current-period other comprehensive income (loss)
|
|
|
(26
|
)
|
|
26
|
|
|
(8
|
)
|
|
3
|
|
|
(5
|
)
|
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance, June 30, 2016
|
|
$
|
(318
|
)
|
$
|
(1,048
|
)
|
$
|
3
|
|
$
|
14
|
|
$
|
(1,349
|
)
|
$
|
28
|
|
$
|
(1,321
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(a)
-
Amounts
are net of tax of $72 and $76 as of June 30, 2016 and January 1, 2016, respectively.
-
(b)
-
Amounts
are net of tax of $159 and $163 as of June 30, 2016 and January 1, 2016, respectively.
-
(c)
-
See
table below for details about these reclassifications.
41
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. OTHER COMPREHENSIVE (LOSS) INCOME (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency
translation
adjustment(a)
|
|
Pension
and other
postretirement
benefits
adjustments(b)
|
|
Other
comprehensive
income of
unconsolidated
affiliates
|
|
Other,
net
|
|
Total
|
|
Amounts
attributable to
noncontrolling
interests
|
|
Amounts
attributable to
Huntsman
International
|
|
Beginning balance, January 1, 2015
|
|
$
|
22
|
|
$
|
(1,147
|
)
|
$
|
10
|
|
$
|
5
|
|
$
|
(1,110
|
)
|
$
|
23
|
|
$
|
(1,087
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive (loss) income before reclassifications, gross
|
|
|
(124
|
)
|
|
(5
|
)
|
|
9
|
|
|
|
|
|
(120
|
)
|
|
5
|
|
|
(115
|
)
|
Tax expense
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
(19
|
)
|
|
|
|
|
(19
|
)
|
Amounts reclassified from accumulated other comprehensive loss, gross(c)
|
|
|
|
|
|
39
|
|
|
|
|
|
|
|
|
39
|
|
|
|
|
|
39
|
|
Tax expense
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current-period other comprehensive (loss) income
|
|
|
(143
|
)
|
|
26
|
|
|
9
|
|
|
|
|
|
(108
|
)
|
|
5
|
|
|
(103
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance, June 30, 2015
|
|
$
|
(121
|
)
|
$
|
(1,121
|
)
|
$
|
19
|
|
$
|
5
|
|
$
|
(1,218
|
)
|
$
|
28
|
|
$
|
(1,190
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(a)
-
Amounts
are net of tax of $53 and $34 as of June 30, 2015 and January 1, 2015, respectively.
-
(b)
-
Amounts
are net of tax of $204 and $211 as of June 30, 2015 and January 1, 2015, respectively.
-
(c)
-
See
table below for details about these reclassifications.
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30, 2016
|
|
Six months ended
June 30, 2016
|
|
|
|
|
Affected line item
in the statement
where net income
is presented
|
Details about Accumulated Other Comprehensive Loss Components(a):
|
|
Amounts reclassified
from accumulated other
comprehensive loss
|
|
Amounts reclassified
from accumulated other
comprehensive loss
|
Amortization of pension and other postretirement benefits:
|
|
|
|
|
|
|
|
|
Prior service credit
|
|
$
|
(4
|
)
|
$
|
(8
|
)
|
(b)
|
Actuarial loss
|
|
|
19
|
|
|
38
|
|
(b)(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
15
|
|
|
30
|
|
Total before tax
|
|
|
|
(4
|
)
|
|
(4
|
)
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
Total reclassifications for the period
|
|
$
|
11
|
|
$
|
26
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. OTHER COMPREHENSIVE (LOSS) INCOME (Continued)
|
|
|
|
|
|
|
|
|
|
|
Three months ended
June 30, 2015
|
|
Six months ended
June 30, 2015
|
|
|
|
|
Affected line item
in the statement
where net income
is presented
|
Details about Accumulated Other Comprehensive Loss Components(a):
|
|
Amounts reclassified
from accumulated other
comprehensive loss
|
|
Amounts reclassified
from accumulated other
comprehensive loss
|
Amortization of pension and other postretirement benefits:
|
|
|
|
|
|
|
|
|
Prior service credit
|
|
$
|
(2
|
)
|
$
|
(4
|
)
|
(b)
|
Actuarial loss
|
|
|
22
|
|
|
43
|
|
(b)(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|
39
|
|
Total before tax
|
|
|
|
(4
|
)
|
|
(8
|
)
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
Total reclassifications for the period
|
|
$
|
16
|
|
$
|
31
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(a)
-
Pension
and other postretirement benefits amounts in parentheses indicate credits on our condensed consolidated statements of operations.
-
(b)
-
These
accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See "Note 9. Employee Benefit
Plans."
-
(c)
-
Amounts
contain approximately $1 million of actuarial losses related to discontinued operations for each of the three months ended June 30,
2016 and 2015 and $2 million of actuarial losses related to discontinued operations for each of the six months ended June 30, 2016 and 2015.
12. COMMITMENTS AND CONTINGENCIES
LEGAL MATTERS
Antitrust Matters
We were named as a defendant in consolidated class action civil antitrust suits filed on February 9 and 12, 2010 in the U.S.
District Court for the District of Maryland alleging that we and our co-defendants and other alleged co-conspirators conspired to fix prices of titanium
dioxide sold in the U.S. between at least March 1, 2002 and the present. The other defendants named in this matter were DuPont, Kronos and Cristal (formerly Millennium). On August 28,
2012, the court certified a class consisting of all U.S. customers who purchased titanium dioxide directly from the defendants (the "Direct Purchasers") since February 1, 2003. On
December 13, 2013, we and all other defendants settled the Direct Purchasers litigation and the court approved the settlement. We paid the settlement in an amount immaterial to our condensed
consolidated financial statements.
On
November 22, 2013, we were named as a defendant in a civil antitrust suit filed in the U.S. District Court for the District of Minnesota brought by a Direct Purchaser who opted
out of the Direct Purchasers class litigation (the "Opt-Out Litigation"). On April 21, 2014, the court severed the claims against us from the other defendants sued and ordered our case
transferred to the U.S. District Court for the Southern District of Texas. Subsequently, Kronos, another defendant, was also severed from the Minnesota case and claims against it were transferred and
consolidated for trial with our case in the Southern District of Texas. On February 26, 2016, we reached an agreement to settle the Opt-Out
43
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
12. COMMITMENTS AND CONTINGENCIES (Continued)
Litigation
for an amount immaterial to our condensed consolidated financial statements. The case was subsequently dismissed on March 9, 2016.
We
were also named as a defendant in a class action civil antitrust suit filed on March 15, 2013 in the U.S. District Court for the Northern District of California by the
purchasers of products made from titanium dioxide (the "Indirect Purchasers") making essentially the same allegations as did the Direct Purchasers. On October 14, 2014, plaintiffs filed their
Second Amended Class Action Complaint narrowing the class of plaintiffs to those merchants and consumers of architectural coatings containing titanium dioxide. On August 11, 2015, the court
granted our motion to dismiss the Indirect Purchasers litigation with leave to amend the complaint. A Third Amended Class Action Complaint was filed on September 29, 2015 further limiting the
class to consumers of architectural paints. Plaintiffs have raised state antitrust claims under the laws of 15 states, consumer protection claims under the laws of 9 states, and unjust enrichment
claims under the laws of 16 states. On November 4, 2015, we and our co-defendants filed another motion to dismiss. On June 13, 2016, the court substantially denied the motion to dismiss
except as to consumer protection claims in one state. The Indirect Purchasers plaintiffs seek to recover injunctive relief, treble damages or the maximum damages allowed by state law, costs of suit
and attorneys' fees. We are not aware of any illegal conduct by us or any of our employees. Nevertheless, we have incurred costs relating to this claim and could incur additional costs in amounts
which in the aggregate could be material to us. Because of the overall complexity of this case, we are unable to reasonably estimate any possible loss or range of loss and we have made no accrual with
respect to this claim.
Product Delivery Claim
We have been notified by a customer of potential claims related to our alleged delivery of a different product than the one the
customer had ordered. Our customer claims that it was unaware that the different product had been delivered until after that product had been used to manufacture materials which were subsequently
sold. Originally, the customer stated that it had been notified of claims by its customers of up to an aggregate of €153 million (approximately $169 million) relating to
this matter and claimed that we may be responsible for all or a portion of these potential claims. Our customer has since resolved some of these claims and the aggregate amount of the current claims
is now approximately €113 million (approximately $125 million). Based on the facts currently available, we believe that we are insured for any liability we may ultimately
have in excess of $10 million. However, no assurance can be given regarding our ultimate liability or costs. We believe our range of possible loss in this matter is between €0
and €113 million (approximately $125 million), and we have made no accrual with respect to this matter.
Indemnification Matters
On July 3, 2012, Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC ("the Banks") demanded that
we indemnify them for claims brought against them by certain MatlinPatterson entities that were formerly our stockholders ("MatlinPatterson") in litigation filed by MatlinPatterson on June 19,
2012 in the 9th District Court in Montgomery County, Texas (the "Texas Litigation"). These claims allegedly arose from the failed acquisition by and merger with Hexion. The Texas Litigation was
dismissed, which was upheld by the Ninth Court of Appeals and the Texas Supreme Court denied review by final order entered January 7, 2016.
44
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HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
12. COMMITMENTS AND CONTINGENCIES (Continued)
On July 14, 2014, the Banks demanded that we indemnify them for additional claims brought against them by certain other former Company stockholders in litigation filed
June 14, 2014 in the United States District Court for the Eastern District of Wisconsin (the "Wisconsin Litigation"). The stockholders in the Wisconsin Litigation have made essentially the same
factual allegations as MatlinPatterson made in the Texas Litigation and, additionally, have named Apollo Global Management LLC and Apollo Management Holdings, L.P. as defendants.
Stockholder plaintiffs in the Wisconsin Litigation assert claims for misrepresentation and conspiracy to defraud. On June 30, 2016, the plaintiffs voluntarily dismissed the Apollo defendants
and filed responses to the Banks' previously filed motions to dismiss. We denied the Banks' indemnification demand for both the Texas Litigation and the Wisconsin Litigation.
Other Proceedings
We are a party to various other proceedings instituted by private plaintiffs, governmental authorities and others arising under
provisions of applicable laws, including various environmental, products liability and other laws. Except as otherwise disclosed in this report, we do not believe that the outcome of any of these
matters will have a material effect on our financial condition, results of operations or liquidity.
13. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
EHS CAPITAL EXPENDITURES
We may incur future costs for capital improvements and general compliance under EHS laws, including costs to acquire, maintain and
repair pollution control equipment. For the six months ended June 30, 2016 and 2015, our capital expenditures for EHS matters totaled $22 million and $56 million, respectively.
Because capital expenditures for these matters are subject to evolving regulatory requirements and depend, in part, on the timing, promulgation and enforcement of specific requirements, our capital
expenditures for EHS matters have varied significantly from year to year and we cannot provide assurance that our recent expenditures are indicative of future amounts we may spend related to EHS and
other applicable laws.
ENVIRONMENTAL RESERVES
We have accrued liabilities relating to anticipated environmental cleanup obligations, site reclamation and closure costs and known
penalties. Liabilities are recorded when potential liabilities are either known or considered probable and can be reasonably estimated. Our liability estimates are calculated using present value
techniques as appropriate and are based upon requirements placed upon us by regulators, available facts, existing technology and past experience. The environmental liabilities do not include amounts
recorded as asset retirement obligations. We had accrued $38 million for environmental liabilities as of both June 30, 2016 and December 31, 2015. Of these amounts,
$5 million and $6 million were classified as accrued liabilities in our consolidated balance
sheets as of June 30, 2016 and December 31, 2015, respectively, and $33 million and $32 million were classified as other noncurrent liabilities in our consolidated balance
sheets for June 30, 2016 and December 31, 2015, respectively. In certain cases, our remediation liabilities may be payable over periods of up to 30 years.
45
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HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS (Continued)
We
may incur losses for environmental remediation in excess of the amounts accrued; however, we are not able to estimate the amount or range of such potential excess.
ENVIRONMENTAL MATTERS
Under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") and similar state laws, a current or former
owner or operator of real property in the U.S. may be liable for remediation costs regardless of whether the release or disposal of hazardous substances was in compliance with law at the time it
occurred, and a current owner or operator may be liable regardless of whether it owned or operated the facility at the time of the release. Outside the U.S., analogous contaminated property laws, such
as those in effect in France and Australia, can hold past owners and/or operators liable for remediation at former facilities. Currently, there are approximately 10 former facilities or third-party
sites in the U.S. for which we have been notified of potential claims against us for cleanup liabilities, including, but not limited to, sites listed under CERCLA. Based on current information and
past experiences at other CERCLA sites, we do not expect these third-party claims to have a material impact on our condensed consolidated financial statements.
Under
the Resource Conservation and Recovery Act ("RCRA") in the U.S. and similar state laws, we may be required to remediate contamination originating from our properties as a condition
to our hazardous waste permit. Some of our manufacturing sites have an extended history of industrial chemical manufacturing and use, including on-site waste disposal. We are aware of soil,
groundwater or surface contamination from past operations at some of our sites, and we may find contamination at other sites in the future. For example, our Port Neches, Texas, and Geismar, Louisiana,
facilities are the subject of ongoing remediation requirements imposed under RCRA. Similar laws exist in a number of locations in which we currently operate, or previously operated, manufacturing
facilities, such as Australia, India, France, Hungary and Italy.
West Footscray Remediation
By letter dated March 7, 2006, our former Base Chemicals and Polymers facility in West Footscray, Australia was issued a cleanup
notice by the Environmental Protection Authority Victoria ("EPA Victoria") due to concerns about soil and groundwater contamination emanating from the site. On August 23, 2010, EPA Victoria
revoked a second cleanup notice and issued a revised notice that included a requirement for financial assurance for the remediation. As of June 30, 2016, we had an accrued liability of
approximately $16 million related to estimated environmental remediation costs at this site. We can provide no assurance that the authority will not seek to institute additional requirements
for the site or that additional costs will not be required for the cleanup.
North Maybe Mine Remediation
The North Maybe Canyon Mine site is a CERCLA site and involves a former phosphorous mine near Soda Springs, Idaho, which is believed to
have been operated by several companies, including a predecessor company to us. In 2004, the U.S. Forest Service notified us that we are a CERCLA potentially responsible party ("PRP") for
contamination originating from the site. In February 2010, we and Wells Cargo (another PRP) agreed to conduct a Remedial Investigation/Feasibility Study of a
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HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS (Continued)
portion
of the site and are currently engaged in that process. At this time, we are unable to reasonably estimate our potential liabilities at this site.
Port Neches Flaring Matter
As part of the Environmental Protection Agency's (the "EPA") national enforcement initiative on flaring operations and by letter dated
October 12, 2012, the U.S. Department
of Justice (the "DOJ") notified us that we were in violation of the Clear Air Act ("CAA") based on our response to a 2010 CAA Section 114 Information Request. The EPA has used the enforcement
initiative to bring similar actions against refiners and other chemical manufacturers and has sought to collect civil penalties in excess of $100,000. Specifically, the EPA alleged violations at our
Port Neches, Texas facility from 2007-2012 for flare operations not consistent with good pollution control practice and not in compliance with certain flare-related regulations. As a result of these
findings, the EPA referred this matter to the DOJ. We provided a formal response to the DOJ and the EPA with a supplemental data submission on April 29, 2013. We have been engaged in
discussions with the DOJ and the EPA regarding these alleged violations and conducted field trials on an alternate flare monitoring method beginning in September 2014. We are currently unable to
determine the likelihood or magnitude of any potential penalty or injunctive relief that may be incurred in resolving this matter.
14. STOCK-BASED COMPENSATION PLANS
On May 5, 2016, our stockholders approved a new Huntsman Corporation 2016 Stock Incentive Plan (the "2016 Stock Incentive Plan"), which reserved 8.2 million shares for
issuance. The Huntsman Corporation Stock Incentive Plan, as amended and restated (the "Prior Plan"), remains in effect for outstanding awards granted pursuant to the Prior Plan, but no further awards
may be granted under the Prior Plan. Under the 2016 Stock Incentive Plan we may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, phantom stock,
performance share units and other stock-based awards to our employees, directors and consultants and to employees and consultants of our subsidiaries, provided that incentive stock options may be
granted solely to employees. The terms of the grants under both the 2016 Stock Incentive Plan and the Prior Plan are fixed at the grant date. As of June 30, 2016, we were authorized to grant up
to 8.2 million shares under the 2016 Stock Incentive Plan. As of June 30, 2016, we had approximately 8 million shares remaining under the 2016 Stock Incentive Plan available for
grant. Option awards have a maximum contractual term of 10 years and generally must have an exercise price at least equal to the market price of our common stock on the date the option award is
granted. Outstanding stock-based awards generally vest over a three-year period; certain performance share unit awards vest over a two-year period.
The
compensation cost from continuing operations under the 2016 Stock Incentive Plan and the Prior Plan for our Company and Huntsman International were as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended
June 30,
|
|
Six months
ended
June 30,
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
Huntsman Corporation compensation cost
|
|
$
|
9
|
|
$
|
8
|
|
$
|
17
|
|
$
|
17
|
|
Huntsman International compensation cost
|
|
|
9
|
|
|
8
|
|
|
16
|
|
|
16
|
|
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HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. STOCK-BASED COMPENSATION PLANS (Continued)
The
total income tax benefit recognized in the statements of operations for us and Huntsman International for stock-based compensation arrangements was $3 million each for the six
months ended June 30, 2016 and 2015.
STOCK OPTIONS
The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model that uses the
assumptions noted in the following table. Expected volatilities are based on the historical volatility of our common stock through the grant date. The expected term of options granted was estimated
based on the contractual term of the instruments and employees' expected exercise and post-vesting employment termination behavior. The risk-free rate for periods within the contractual life of the
option was based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions noted below represent the weighted average of the assumptions utilized for stock options granted
during the periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended June 30,
|
|
Six months
ended June 30,
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
Dividend yield
|
|
|
3.3
|
%
|
|
N/A
|
|
|
5.6
|
%
|
|
2.2
|
%
|
Expected volatility
|
|
|
57.7
|
%
|
|
N/A
|
|
|
57.9
|
%
|
|
58.0
|
%
|
Risk-free interest rate
|
|
|
1.5
|
%
|
|
N/A
|
|
|
1.4
|
%
|
|
1.4
|
%
|
Expected life of stock options granted during the period
|
|
|
5.9 years
|
|
|
N/A
|
|
|
5.9 years
|
|
|
5.9 years
|
|
During
the three months ended June 30, 2015, no stock options were granted.
A
summary of stock option activity under the 2016 Stock Incentive Plan and the Prior Plan as of June 30, 2016 and changes during the six months then ended is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|
|
|
(in thousands)
|
|
|
|
(years)
|
|
(in millions)
|
|
Outstanding at January 1, 2016
|
|
|
9,544
|
|
$
|
15.51
|
|
|
|
|
|
|
|
Granted
|
|
|
2,964
|
|
|
8.91
|
|
|
|
|
|
|
|
Exercised
|
|
|
(30
|
)
|
|
4.53
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(1,036
|
)
|
|
19.89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2016
|
|
|
11,442
|
|
|
13.44
|
|
|
5.9
|
|
$
|
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at June 30, 2016
|
|
|
7,513
|
|
|
14.09
|
|
|
4.2
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
weighted-average grant-date fair value of stock options granted during the six months ended June 30, 2016 was $2.97 per option. As of June 30, 2016, there was
$14 million of total unrecognized compensation cost related to nonvested stock option arrangements granted under the 2016 Stock Incentive Plan and the Prior Plan. That cost is expected to be
recognized over a weighted-average period of approximately 2.1 years.
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HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. STOCK-BASED COMPENSATION PLANS (Continued)
The
total intrinsic value of stock options exercised during the six months ended both June 30, 2016 and 2015 was approximately nil.
NONVESTED SHARES
Nonvested shares granted under the 2016 Stock Incentive Plan and the Prior Plan consist of restricted stock and performance share unit
awards, which are accounted for as equity awards, and phantom stock, which is accounted for as a liability award because it can be settled in either stock or cash.
The
fair value of each performance share unit award is estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free
interest rate. For the six months ended June 30, 2016 and 2015, the weighted-average expected volatility rate was 39.3% and 30.0%, respectively and the weighted average risk-free interest rate
was 0.9% and 0.7%, respectively. For the performance share unit awards granted in the six months ended June 30, 2016 and 2015 the number of shares earned varies based upon the Company achieving
certain performance criteria over two-year and three-year performance periods. The performance criteria are total stockholder return of our common stock relative to the total stockholder return of a
specified industry peer group for the two-year and three-year performance periods.
A
summary of the status of our nonvested shares as of June 30, 2016 and changes during the six months then ended is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Awards
|
|
Liability Awards
|
|
|
|
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|
Nonvested at January 1, 2016
|
|
|
1,854
|
|
$
|
19.97
|
|
|
475
|
|
$
|
21.37
|
|
Granted
|
|
|
1,873
|
|
|
9.23
|
|
|
703
|
|
|
8.95
|
|
Vested
|
|
|
(658)
|
(1)
|
|
19.85
|
|
|
(229
|
)
|
|
20.65
|
|
Forfeited
|
|
|
(39
|
)
|
|
18.10
|
|
|
(21
|
)
|
|
17.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at June 30, 2016
|
|
|
3,030
|
|
|
13.37
|
|
|
928
|
|
|
12.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(1)
-
As
of June 30, 2016, a total of 454,900 restricted stock units were vested but not yet issued, of which 60,948 vested during the six months ended
June 30, 2016. These shares have not been reflected as vested shares in this table because, in accordance with the restricted stock unit agreements, shares of common stock are not issued for
vested restricted stock units until termination of employment.
As
of June 30, 2016, there was $35 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the 2016 Stock
Incentive Plan and the Prior Plan. That cost is expected to be recognized over a weighted-average period of approximately 2.2 years. The value of share awards that vested during the six months
ended June 30, 2016 and 2015 was $15 million and $20 million, respectively.
49
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HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. INCOME TAXES
We use the asset and liability method of accounting for income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets
and liabilities for financial and tax reporting purposes. We evaluate deferred tax assets to determine whether it is more likely than not that they will be realized. Valuation allowances are reviewed
on an individual tax jurisdiction basis to analyze whether there is sufficient positive or negative evidence to support a change in judgment about the realizability of the related deferred tax assets.
These conclusions require significant judgment. In evaluating the objective evidence that historical results provide, we consider the
cyclicality of our businesses and cumulative income or losses during the applicable period. Cumulative losses incurred over the applicable period limits our ability to consider other subjective
evidence such as our projections for the future. Changes in expected future income in applicable jurisdictions could affect the realization of deferred tax assets in those jurisdictions.
During
the six months ended June 30, 2016 and 2015, for unrecognized tax benefits that impact tax expense, we recorded a net increase in unrecognized tax benefits and a
corresponding income tax expense of $1 million and a net decrease in unrecognized benefits and a corresponding income tax benefit of $6 million, respectively. Additional increases and
decreases in unrecognized tax benefits were offset by cash settlements or decreases in net deferred tax assets and, therefore, did not affect income tax expense.
Huntsman Corporation
We recorded income tax expense of $59 million and $36 million for the six months ended June 30, 2016 and 2015,
respectively. Our tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax
jurisdictions. Notably, we continue to earn a significant portion of our pre-tax income in the United States with an approximate 35% federal and state blended effective tax rate.
Huntsman International
Huntsman International recorded income tax expense of $58 million and $37 million for the six months ended
June 30, 2016 and 2015, respectively. Our tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of
valuation allowances in certain tax jurisdictions. Notably, we continue to earn a significant portion of our pre-tax income in the United States with an approximate 35% federal and state blended
effective tax rate.
16. NET INCOME PER SHARE
Basic income per share excludes dilution and is computed by dividing net income attributable to Huntsman Corporation common stockholders by the weighted average number of shares
outstanding during the period. Diluted income per share reflects all potential dilutive common shares outstanding during the period and is computed by dividing net income available to Huntsman
Corporation common stockholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive
securities.
50
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HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
16. NET INCOME PER SHARE (Continued)
Basic
and diluted income per share is determined using the following information (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended
June 30,
|
|
Six months
ended
June 30,
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted income from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations attributable to Huntsman Corporation
|
|
$
|
88
|
|
$
|
31
|
|
$
|
145
|
|
$
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Huntsman Corporation
|
|
$
|
87
|
|
$
|
29
|
|
$
|
143
|
|
$
|
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
236.3
|
|
|
244.1
|
|
|
236.2
|
|
|
244.0
|
|
Dilutive shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based awards
|
|
|
3.2
|
|
|
3.4
|
|
|
2.1
|
|
|
3.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total weighted average shares outstanding, including dilutive shares
|
|
|
239.5
|
|
|
247.5
|
|
|
238.3
|
|
|
247.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
stock-based awards of 5.9 million and 2.2 million weighted average equivalent shares of stock were outstanding during the three months ended June 30, 2016
and 2015, respectively, and 7.8 million and 2.7 million weighted average equivalent shares of stock were outstanding during the six months ended June 30, 2016 and 2015,
respectively. However, these stock-based awards were not included in the computation of diluted earnings per share for the three and six months ended June 30, 2016 and 2015 because the effect
would be anti-dilutive.
17. OPERATING SEGMENT INFORMATION
We derive our revenues, earnings and cash flows from the manufacture and sale of a wide variety of differentiated and commodity chemical products. We have reported our operations through
five segments: Polyurethanes, Performance Products, Advanced Materials, Textile Effects and Pigments and Additives. We have organized our business and derived our operating segments around differences
in product lines.
The
major products of each reportable operating segment are as follows:
|
|
|
Segment
|
|
Products
|
Polyurethanes
|
|
MDI, PO, polyols, PG, TPU, aniline and MTBE
|
Performance Products
|
|
amines, surfactants, LAB, maleic anhydride, other performance chemicals, EG, olefins and technology licenses
|
Advanced Materials
|
|
basic liquid and solid epoxy resins; specialty resin compounds; cross-linking, matting and curing agents; epoxy, acrylic and polyurethane-based formulations
|
Textile Effects
|
|
textile chemicals, dyes and inks
|
Pigments and Additives
|
|
titanium dioxide, functional additives, color pigments, timber treatment and water treatment chemicals
|
51
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. OPERATING SEGMENT INFORMATION (Continued)
Sales
between segments are generally recognized at external market prices and are eliminated in consolidation. Adjusted EBITDA is presented as a measure of the financial performance of
our global business units and for reporting the results of our operating segments. The adjusted EBITDA of operating segments excludes items that principally apply to our Company as a whole. The
revenues and adjusted EBITDA for each of our reportable operating segments are as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended
June 30,
|
|
Six months
ended
June 30,
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Polyurethanes
|
|
$
|
976
|
|
$
|
995
|
|
$
|
1,812
|
|
$
|
1,885
|
|
Performance Products
|
|
|
566
|
|
|
675
|
|
|
1,102
|
|
|
1,331
|
|
Advanced Materials
|
|
|
261
|
|
|
282
|
|
|
527
|
|
|
572
|
|
Textile Effects
|
|
|
198
|
|
|
216
|
|
|
383
|
|
|
422
|
|
Pigments and Additives
|
|
|
576
|
|
|
592
|
|
|
1,116
|
|
|
1,164
|
|
Corporate and eliminations
|
|
|
(33
|
)
|
|
(20
|
)
|
|
(41
|
)
|
|
(45
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,544
|
|
$
|
2,740
|
|
$
|
4,899
|
|
$
|
5,329
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment adjusted EBITDA(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntsman Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Polyurethanes
|
|
$
|
171
|
|
$
|
159
|
|
$
|
302
|
|
$
|
264
|
|
Performance Products
|
|
|
86
|
|
|
141
|
|
|
178
|
|
|
262
|
|
Advanced Materials
|
|
|
58
|
|
|
58
|
|
|
118
|
|
|
116
|
|
Textile Effects
|
|
|
24
|
|
|
23
|
|
|
42
|
|
|
40
|
|
Pigments and Additives
|
|
|
31
|
|
|
35
|
|
|
46
|
|
|
56
|
|
Corporate and other(2)
|
|
|
(45
|
)
|
|
(31
|
)
|
|
(87
|
)
|
|
(68
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
325
|
|
|
385
|
|
|
599
|
|
|
670
|
|
Reconciliation of adjusted EBITDA to net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(50
|
)
|
|
(53
|
)
|
|
(100
|
)
|
|
(109
|
)
|
Income tax expensecontinuing operations
|
|
|
(32
|
)
|
|
(34
|
)
|
|
(59
|
)
|
|
(36
|
)
|
Income tax benefit (expense)discontinued operations
|
|
|
|
|
|
(1
|
)
|
|
1
|
|
|
(2
|
)
|
Depreciation and amortization
|
|
|
(109
|
)
|
|
(99
|
)
|
|
(209
|
)
|
|
(194
|
)
|
Net income attributable to noncontrolling interests
|
|
|
7
|
|
|
10
|
|
|
13
|
|
|
20
|
|
Other adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition and integration expenses and purchase accounting adjustments
|
|
|
(4
|
)
|
|
(12
|
)
|
|
(13
|
)
|
|
(21
|
)
|
EBITDA of discontinued operations
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(2
|
)
|
Loss on disposition of business/assets
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
(1
|
)
|
Loss on early extinguishment of debt
|
|
|
(2
|
)
|
|
(20
|
)
|
|
(2
|
)
|
|
(23
|
)
|
Certain legal settlements and related expenses
|
|
|
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
Amortization of pension and postretirement actuarial
losses
|
|
|
(17
|
)
|
|
(19
|
)
|
|
(33
|
)
|
|
(37
|
)
|
Net plant incident remediation credits
|
|
|
7
|
|
|
|
|
|
6
|
|
|
|
|
Restructuring, impairment and plant closing and transition costs
|
|
|
(30
|
)
|
|
(115
|
)
|
|
(43
|
)
|
|
(209
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
94
|
|
$
|
39
|
|
$
|
156
|
|
$
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. OPERATING SEGMENT INFORMATION (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended June 30,
|
|
Six months
ended June 30,
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
Huntsman International:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment adjusted EBITDA(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Polyurethanes
|
|
$
|
171
|
|
$
|
159
|
|
$
|
302
|
|
$
|
264
|
|
Performance Products
|
|
|
86
|
|
|
141
|
|
|
178
|
|
|
262
|
|
Advanced Materials
|
|
|
58
|
|
|
58
|
|
|
118
|
|
|
116
|
|
Textile Effects
|
|
|
24
|
|
|
23
|
|
|
42
|
|
|
40
|
|
Pigments and Additives
|
|
|
31
|
|
|
35
|
|
|
46
|
|
|
56
|
|
Corporate and other(2)
|
|
|
(43
|
)
|
|
(30
|
)
|
|
(85
|
)
|
|
(65
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
327
|
|
|
386
|
|
|
601
|
|
|
673
|
|
Reconciliation of adjusted EBITDA to net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(53
|
)
|
|
(56
|
)
|
|
(106
|
)
|
|
(114
|
)
|
Income tax expensecontinuing operations
|
|
|
(31
|
)
|
|
(34
|
)
|
|
(58
|
)
|
|
(37
|
)
|
Income tax benefit (expense)discontinued operations
|
|
|
|
|
|
(1
|
)
|
|
1
|
|
|
(2
|
)
|
Depreciation and amortization
|
|
|
(106
|
)
|
|
(95
|
)
|
|
(203
|
)
|
|
(187
|
)
|
Net income attributable to noncontrolling interests
|
|
|
7
|
|
|
10
|
|
|
13
|
|
|
20
|
|
Other adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition and integration expenses and purchase accounting adjustments
|
|
|
(4
|
)
|
|
(12
|
)
|
|
(13
|
)
|
|
(21
|
)
|
EBITDA of discontinued operations
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(2
|
)
|
Loss on disposition of business/assets
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
(1
|
)
|
Loss on early extinguishment of debt
|
|
|
(2
|
)
|
|
(20
|
)
|
|
(2
|
)
|
|
(23
|
)
|
Certain legal settlements and related expenses
|
|
|
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
Amortization of pension and postretirement actuarial losses
|
|
|
(21
|
)
|
|
(21
|
)
|
|
(37
|
)
|
|
(41
|
)
|
Net plant incident remediation credits
|
|
|
7
|
|
|
|
|
|
6
|
|
|
|
|
Restructuring, impairment and plant closing and transition
costs
|
|
|
(30
|
)
|
|
(115
|
)
|
|
(43
|
)
|
|
(209
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
93
|
|
$
|
39
|
|
$
|
155
|
|
$
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(1)
-
Beginning
in the second quarter of 2016, we used segment adjusted EBITDA as the measure of each segment's profit or loss. We believe that adjusted EBITDA
more accurately reflects what management uses to make decisions about resources to be allocated to the segments and assess their financial performance. We have restated the measure of each segment's
profit or loss in the prior periods disclosed to reflect adjusted EBITDA.
Segment
adjusted EBITDA is defined as net income of Huntsman Corporation or Huntsman International, as appropriate, before interest, income tax, depreciation and amortization, net income attributable
to noncontrolling interests and certain Corporate and other items, as well as eliminating the following adjustments: (a) acquisition and integration expenses and purchase accounting
adjustments; (b) EBITDA from discontinued operations; (c) loss on disposition of businesses/assets; (d) loss on early extinguishment of debt; (e) certain legal settlements
and related
53
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. OPERATING SEGMENT INFORMATION (Continued)
expenses;
(f) amortization of pension and postretirement actuarial losses; (g) net plant incident remediation credits; and (h) restructuring, impairment, plant closing and
transition costs.
-
(2)
-
Corporate
and other includes unallocated corporate overhead, unallocated foreign exchange gains and losses, LIFO inventory valuation reserve adjustments,
loss on early extinguishment of debt, unallocated restructuring, impairment and plant closing costs, nonoperating income and expense, benzene sales and gains and losses on the disposition of corporate
assets.
18. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC
The following unaudited 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 Nonguarantors on a combined, and where
appropriate, consolidated basis. Additional columns present eliminating adjustments and consolidated totals as of June 30, 2016 and December 31, 2015 and for the three and six months
ended June 30, 2016 and 2015. 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, subject to certain customary release provisions, Huntsman International's outstanding notes on a joint and several basis.
54
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (Continued)
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
AS OF JUNE 30, 2016
(In Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Guarantors
|
|
Nonguarantors
|
|
Eliminations
|
|
Consolidated
Huntsman
International
LLC
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
111
|
|
$
|
1
|
|
$
|
261
|
|
$
|
|
|
$
|
373
|
|
Restricted cash
|
|
|
|
|
|
|
|
|
10
|
|
|
|
|
|
10
|
|
Accounts and notes receivable, net
|
|
|
31
|
|
|
114
|
|
|
1,383
|
|
|
4
|
|
|
1,532
|
|
Accounts receivable from affiliates
|
|
|
1,709
|
|
|
4,595
|
|
|
160
|
|
|
(6,135
|
)
|
|
329
|
|
Inventories
|
|
|
97
|
|
|
286
|
|
|
1,143
|
|
|
(4
|
)
|
|
1,522
|
|
Prepaid expenses
|
|
|
21
|
|
|
8
|
|
|
36
|
|
|
(11
|
)
|
|
54
|
|
Other current assets
|
|
|
822
|
|
|
5
|
|
|
183
|
|
|
(731
|
)
|
|
279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
2,791
|
|
|
5,009
|
|
|
3,176
|
|
|
(6,877
|
)
|
|
4,099
|
|
Property, plant and equipment, net
|
|
|
454
|
|
|
1,433
|
|
|
2,459
|
|
|
1
|
|
|
4,347
|
|
Investment in unconsolidated affiliates
|
|
|
6,044
|
|
|
1,714
|
|
|
255
|
|
|
(7,678
|
)
|
|
335
|
|
Intangible assets, net
|
|
|
30
|
|
|
3
|
|
|
65
|
|
|
|
|
|
98
|
|
Goodwill
|
|
|
(13
|
)
|
|
82
|
|
|
54
|
|
|
|
|
|
123
|
|
Deferred income taxes
|
|
|
473
|
|
|
|
|
|
419
|
|
|
(485
|
)
|
|
407
|
|
Notes receivable from affiliates
|
|
|
37
|
|
|
548
|
|
|
|
|
|
(585
|
)
|
|
|
|
Other noncurrent assets
|
|
|
71
|
|
|
215
|
|
|
311
|
|
|
(1
|
)
|
|
596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
9,887
|
|
$
|
9,004
|
|
$
|
6,739
|
|
$
|
(15,625
|
)
|
$
|
10,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
44
|
|
$
|
167
|
|
$
|
748
|
|
$
|
4
|
|
$
|
963
|
|
Accounts payable to affiliates
|
|
|
3,507
|
|
|
871
|
|
|
1,814
|
|
|
(6,135
|
)
|
|
57
|
|
Accrued liabilities
|
|
|
71
|
|
|
803
|
|
|
467
|
|
|
(742
|
)
|
|
599
|
|
Note payable to affiliate
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
100
|
|
Current portion of debt
|
|
|
26
|
|
|
|
|
|
70
|
|
|
|
|
|
96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
3,748
|
|
|
1,841
|
|
|
3,099
|
|
|
(6,873
|
)
|
|
1,815
|
|
Long-term debt
|
|
|
4,272
|
|
|
|
|
|
381
|
|
|
|
|
|
4,653
|
|
Notes payable to affiliates
|
|
|
696
|
|
|
|
|
|
586
|
|
|
(585
|
)
|
|
697
|
|
Deferred income taxes
|
|
|
24
|
|
|
307
|
|
|
49
|
|
|
82
|
|
|
462
|
|
Other noncurrent liabilities
|
|
|
160
|
|
|
267
|
|
|
785
|
|
|
|
|
|
1,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
8,900
|
|
|
2,415
|
|
|
4,900
|
|
|
(7,376
|
)
|
|
8,839
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huntsman International LLC members' equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members' equity
|
|
|
3,209
|
|
|
4,505
|
|
|
3,449
|
|
|
(7,954
|
)
|
|
3,209
|
|
Accumulated (deficit) income
|
|
|
(901
|
)
|
|
642
|
|
|
(455
|
)
|
|
(187
|
)
|
|
(901
|
)
|
Accumulated other comprehensive (loss) income
|
|
|
(1,321
|
)
|
|
1,442
|
|
|
(1,311
|
)
|
|
(131
|
)
|
|
(1,321
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Huntsman International LLC members' equity
|
|
|
987
|
|
|
6,589
|
|
|
1,683
|
|
|
(8,272
|
)
|
|
987
|
|
Noncontrolling interests in subsidiaries
|
|
|
|
|
|
|
|
|
156
|
|
|
23
|
|
|
179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
987
|
|
|
6,589
|
|
|
1,839
|
|
|
(8,249
|
)
|
|
1,166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
9,887
|
|
$
|
9,004
|
|
$
|
6,739
|
|
$
|
(15,625
|
)
|
$
|
10,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (Continued)
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (Continued)
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)
THREE MONTHS ENDED JUNE 30, 2016
(In
Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Guarantors
|
|
Nonguarantors
|
|
Eliminations
|
|
Consolidated
Huntsman
International
LLC
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade sales, services and fees, net
|
|
$
|
272
|
|
$
|
623
|
|
$
|
1,617
|
|
$
|
|
|
$
|
2,512
|
|
Related party sales
|
|
|
41
|
|
|
106
|
|
|
279
|
|
|
(394
|
)
|
|
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
313
|
|
|
729
|
|
|
1,896
|
|
|
(394
|
)
|
|
2,544
|
|
Cost of goods sold
|
|
|
237
|
|
|
610
|
|
|
1,634
|
|
|
(395
|
)
|
|
2,086
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
76
|
|
|
119
|
|
|
262
|
|
|
1
|
|
|
458
|
|
Selling, general and administrative
|
|
|
44
|
|
|
36
|
|
|
154
|
|
|
|
|
|
234
|
|
Research and development
|
|
|
11
|
|
|
11
|
|
|
17
|
|
|
|
|
|
39
|
|
Other operating income
|
|
|
(4
|
)
|
|
(10
|
)
|
|
(7
|
)
|
|
|
|
|
(21
|
)
|
Restructuring, impairment and plant closing costs
|
|
|
3
|
|
|
15
|
|
|
11
|
|
|
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
22
|
|
|
67
|
|
|
87
|
|
|
1
|
|
|
177
|
|
Interest (expense) income
|
|
|
(57
|
)
|
|
9
|
|
|
(5
|
)
|
|
|
|
|
(53
|
)
|
Equity in (loss) income of investment in affiliates and subsidiaries
|
|
|
(107
|
)
|
|
59
|
|
|
2
|
|
|
48
|
|
|
2
|
|
Loss on early extinguishment of debt
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
Dividend income
|
|
|
216
|
|
|
|
|
|
|
|
|
(216
|
)
|
|
|
|
Other (loss) income
|
|
|
(1
|
)
|
|
8
|
|
|
(6
|
)
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
71
|
|
|
143
|
|
|
78
|
|
|
(167
|
)
|
|
125
|
|
Income tax benefit (expense)
|
|
|
15
|
|
|
(30
|
)
|
|
(16
|
)
|
|
|
|
|
(31
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
86
|
|
|
113
|
|
|
62
|
|
|
(167
|
)
|
|
94
|
|
Loss from discontinued operations, net of tax
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
86
|
|
|
112
|
|
|
62
|
|
|
(167
|
)
|
|
93
|
|
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
(4
|
)
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Huntsman International LLC
|
|
$
|
86
|
|
$
|
112
|
|
$
|
59
|
|
$
|
(171
|
)
|
$
|
86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
86
|
|
$
|
112
|
|
$
|
62
|
|
$
|
(167
|
)
|
$
|
93
|
|
Other comprehensive (loss) income
|
|
|
(35
|
)
|
|
21
|
|
|
(47
|
)
|
|
24
|
|
|
(37
|
)
|
Comprehensive income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to Huntsman International LLC
|
|
$
|
51
|
|
$
|
133
|
|
$
|
14
|
|
$
|
(147
|
)
|
$
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (Continued)
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)
THREE MONTHS ENDED JUNE 30, 2015
(In Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Guarantors
|
|
Nonguarantors
|
|
Eliminations
|
|
Consolidated
Huntsman
International
LLC
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade sales, services and fees, net
|
|
$
|
268
|
|
$
|
658
|
|
$
|
1,771
|
|
$
|
|
|
$
|
2,697
|
|
Related party sales
|
|
|
71
|
|
|
137
|
|
|
290
|
|
|
(455
|
)
|
|
43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
339
|
|
|
795
|
|
|
2,061
|
|
|
(455
|
)
|
|
2,740
|
|
Cost of goods sold
|
|
|
258
|
|
|
594
|
|
|
1,796
|
|
|
(457
|
)
|
|
2,191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
81
|
|
|
201
|
|
|
265
|
|
|
2
|
|
|
549
|
|
Selling, general and administrative
|
|
|
39
|
|
|
56
|
|
|
153
|
|
|
|
|
|
248
|
|
Research and development
|
|
|
11
|
|
|
12
|
|
|
18
|
|
|
|
|
|
41
|
|
Other operating (income) expense
|
|
|
(1
|
)
|
|
(11
|
)
|
|
10
|
|
|
|
|
|
(2
|
)
|
Restructuring, impairment and plant closing costs
|
|
|
1
|
|
|
4
|
|
|
109
|
|
|
|
|
|
114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
31
|
|
|
140
|
|
|
(25
|
)
|
|
2
|
|
|
148
|
|
Interest (expense) income
|
|
|
(56
|
)
|
|
8
|
|
|
(8
|
)
|
|
|
|
|
(56
|
)
|
Equity in income (loss) of investment in affiliates and subsidiaries
|
|
|
73
|
|
|
(23
|
)
|
|
3
|
|
|
(50
|
)
|
|
3
|
|
Loss on early extinguishment of debt
|
|
|
(20
|
)
|
|
|
|
|
|
|
|
|
|
|
(20
|
)
|
Other (loss) income
|
|
|
|
|
|
(1
|
)
|
|
2
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
28
|
|
|
124
|
|
|
(28
|
)
|
|
(49
|
)
|
|
75
|
|
Income tax benefit (expense)
|
|
|
2
|
|
|
(49
|
)
|
|
13
|
|
|
|
|
|
(34
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
30
|
|
|
75
|
|
|
(15
|
)
|
|
(49
|
)
|
|
41
|
|
Loss from discontinued operations, net of tax
|
|
|
(1
|
)
|
|
(1
|
)
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
29
|
|
|
74
|
|
|
(15
|
)
|
|
(49
|
)
|
|
39
|
|
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
(5
|
)
|
|
(5
|
)
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Huntsman International LLC
|
|
$
|
29
|
|
$
|
74
|
|
$
|
(20
|
)
|
$
|
(54
|
)
|
$
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
29
|
|
$
|
74
|
|
$
|
(15
|
)
|
$
|
(49
|
)
|
$
|
39
|
|
Other comprehensive income
|
|
|
58
|
|
|
109
|
|
|
55
|
|
|
(162
|
)
|
|
60
|
|
Comprehensive income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
(7
|
)
|
|
(5
|
)
|
|
(12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to Huntsman International LLC
|
|
$
|
87
|
|
$
|
183
|
|
$
|
33
|
|
$
|
(216
|
)
|
$
|
87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (Continued)
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)
SIX MONTHS ENDED JUNE 30, 2016
(In Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Guarantors
|
|
Nonguarantors
|
|
Eliminations
|
|
Consolidated
Huntsman
International
LLC
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade sales, services and fees, net
|
|
$
|
523
|
|
$
|
1,189
|
|
$
|
3,121
|
|
$
|
|
|
$
|
4,833
|
|
Related party sales
|
|
|
94
|
|
|
210
|
|
|
548
|
|
|
(786
|
)
|
|
66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
617
|
|
|
1,399
|
|
|
3,669
|
|
|
(786
|
)
|
|
4,899
|
|
Cost of goods sold
|
|
|
477
|
|
|
1,158
|
|
|
3,177
|
|
|
(788
|
)
|
|
4,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
140
|
|
|
241
|
|
|
492
|
|
|
2
|
|
|
875
|
|
Selling, general and administrative
|
|
|
84
|
|
|
82
|
|
|
289
|
|
|
|
|
|
455
|
|
Research and development
|
|
|
22
|
|
|
22
|
|
|
32
|
|
|
|
|
|
76
|
|
Other operating expense (income)
|
|
|
8
|
|
|
(17
|
)
|
|
(7
|
)
|
|
|
|
|
(16
|
)
|
Restructuring, impairment and plant closing costs
|
|
|
3
|
|
|
19
|
|
|
20
|
|
|
|
|
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
23
|
|
|
135
|
|
|
158
|
|
|
2
|
|
|
318
|
|
Interest (expense) income
|
|
|
(111
|
)
|
|
17
|
|
|
(12
|
)
|
|
|
|
|
(106
|
)
|
Equity in (loss) income of investment in affiliates and subsidiaries
|
|
|
(15
|
)
|
|
103
|
|
|
3
|
|
|
(88
|
)
|
|
3
|
|
Loss on early extinguishment of debt
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
Dividend income
|
|
|
216
|
|
|
|
|
|
|
|
|
(216
|
)
|
|
|
|
Other income (loss)
|
|
|
|
|
|
8
|
|
|
(6
|
)
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
111
|
|
|
263
|
|
|
143
|
|
|
(302
|
)
|
|
215
|
|
Income tax benefit (expense)
|
|
|
30
|
|
|
(56
|
)
|
|
(32
|
)
|
|
|
|
|
(58
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
141
|
|
|
207
|
|
|
111
|
|
|
(302
|
)
|
|
157
|
|
Income (loss) from discontinued operations, net of tax
|
|
|
1
|
|
|
(1
|
)
|
|
(2
|
)
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
142
|
|
|
206
|
|
|
109
|
|
|
(302
|
)
|
|
155
|
|
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
(7
|
)
|
|
(13
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Huntsman International LLC
|
|
$
|
142
|
|
$
|
206
|
|
$
|
103
|
|
$
|
(309
|
)
|
$
|
142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
142
|
|
$
|
206
|
|
$
|
109
|
|
$
|
(302
|
)
|
$
|
155
|
|
Other comprehensive (loss) income
|
|
|
(5
|
)
|
|
76
|
|
|
3
|
|
|
(79
|
)
|
|
(5
|
)
|
Comprehensive income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
(7
|
)
|
|
(13
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to Huntsman International LLC
|
|
$
|
137
|
|
$
|
282
|
|
$
|
106
|
|
$
|
(388
|
)
|
$
|
137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (Continued)
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)
SIX MONTHS ENDED JUNE 30, 2015
(In Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Guarantors
|
|
Nonguarantors
|
|
Eliminations
|
|
Consolidated
Huntsman
International
LLC
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade sales, services and fees, net
|
|
$
|
525
|
|
$
|
1,237
|
|
$
|
3,495
|
|
$
|
|
|
$
|
5,257
|
|
Related party sales
|
|
|
139
|
|
|
259
|
|
|
557
|
|
|
(883
|
)
|
|
72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
664
|
|
|
1,496
|
|
|
4,052
|
|
|
(883
|
)
|
|
5,329
|
|
Cost of goods sold
|
|
|
519
|
|
|
1,173
|
|
|
3,519
|
|
|
(883
|
)
|
|
4,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
145
|
|
|
323
|
|
|
533
|
|
|
|
|
|
1,001
|
|
Selling, general and administrative
|
|
|
84
|
|
|
96
|
|
|
312
|
|
|
|
|
|
492
|
|
Research and development
|
|
|
22
|
|
|
22
|
|
|
39
|
|
|
|
|
|
83
|
|
Other operating (income) expense
|
|
|
(29
|
)
|
|
(10
|
)
|
|
30
|
|
|
|
|
|
(9
|
)
|
Restructuring, impairment and plant closing costs
|
|
|
1
|
|
|
4
|
|
|
202
|
|
|
|
|
|
207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
67
|
|
|
211
|
|
|
(50
|
)
|
|
|
|
|
228
|
|
Interest (expense) income
|
|
|
(113
|
)
|
|
16
|
|
|
(17
|
)
|
|
|
|
|
(114
|
)
|
Equity in income (loss) of investment in affiliates and subsidiaries
|
|
|
98
|
|
|
(39
|
)
|
|
5
|
|
|
(59
|
)
|
|
5
|
|
Loss on early extinguishment of debt
|
|
|
(23
|
)
|
|
|
|
|
|
|
|
|
|
|
(23
|
)
|
Other income (loss)
|
|
|
1
|
|
|
(8
|
)
|
|
7
|
|
|
(1
|
)
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
30
|
|
|
180
|
|
|
(55
|
)
|
|
(60
|
)
|
|
95
|
|
Income tax benefit (expense)
|
|
|
6
|
|
|
(72
|
)
|
|
29
|
|
|
|
|
|
(37
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
36
|
|
|
108
|
|
|
(26
|
)
|
|
(60
|
)
|
|
58
|
|
Loss from discontinued operations, net of tax
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
34
|
|
|
107
|
|
|
(27
|
)
|
|
(60
|
)
|
|
54
|
|
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
(13
|
)
|
|
(7
|
)
|
|
(20
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Huntsman International LLC
|
|
$
|
34
|
|
$
|
107
|
|
$
|
(40
|
)
|
$
|
(67
|
)
|
$
|
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
34
|
|
$
|
107
|
|
$
|
(27
|
)
|
$
|
(60
|
)
|
$
|
54
|
|
Other comprehensive (loss) income
|
|
|
(103
|
)
|
|
182
|
|
|
(115
|
)
|
|
(72
|
)
|
|
(108
|
)
|
Comprehensive income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
(7
|
)
|
|
(8
|
)
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (loss) income attributable to Huntsman International LLC
|
|
$
|
(69
|
)
|
$
|
289
|
|
$
|
(149
|
)
|
$
|
(140
|
)
|
$
|
(69
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (Continued)
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2016
(In Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Guarantors
|
|
Nonguarantors
|
|
Eliminations
|
|
Consolidated
Huntsman
International
LLC
|
|
Net cash provided by operating activities
|
|
$
|
227
|
|
$
|
63
|
|
$
|
151
|
|
$
|
|
|
$
|
441
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(11
|
)
|
|
(63
|
)
|
|
(115
|
)
|
|
|
|
|
(189
|
)
|
Insurance proceeds for recovery of property damage
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
8
|
|
Cash received from unconsolidated affiliates
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
|
19
|
|
Investment in affiliate
|
|
|
(46
|
)
|
|
5
|
|
|
|
|
|
41
|
|
|
|
|
Investment in unconsolidated affiliates
|
|
|
|
|
|
(13
|
)
|
|
(1
|
)
|
|
|
|
|
(14
|
)
|
Change in restricted cash
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(57
|
)
|
|
(52
|
)
|
|
(106
|
)
|
|
41
|
|
|
(174
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net borrowings on overdraft facilities
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
(1
|
)
|
Repayments of short-term debt
|
|
|
|
|
|
|
|
|
(18
|
)
|
|
|
|
|
(18
|
)
|
Borrowings on short-term debt
|
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
6
|
|
Repayments of long-term debt
|
|
|
(569
|
)
|
|
|
|
|
(13
|
)
|
|
|
|
|
(582
|
)
|
Proceeds from issuance of long-term debt
|
|
|
547
|
|
|
|
|
|
|
|
|
|
|
|
547
|
|
Repayments of notes payable to affiliate
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
Proceeds from notes payable to affiliate
|
|
|
|
|
|
|
|
|
6
|
|
|
(6
|
)
|
|
|
|
Repayments of notes payable
|
|
|
(15
|
)
|
|
|
|
|
(1
|
)
|
|
|
|
|
(16
|
)
|
Borrowings on notes payable
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
Debt issuance costs paid
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
Dividends paid to noncontrolling intrests
|
|
|
|
|
|
|
|
|
(13
|
)
|
|
(8
|
)
|
|
(21
|
)
|
Contribution from parent
|
|
|
|
|
|
3
|
|
|
53
|
|
|
(56
|
)
|
|
|
|
Distribution to parent
|
|
|
|
|
|
(14
|
)
|
|
(15
|
)
|
|
29
|
|
|
|
|
Dividends paid to parent
|
|
|
(60
|
)
|
|
|
|
|
|
|
|
|
|
|
(60
|
)
|
Other, net
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(103
|
)
|
|
(11
|
)
|
|
4
|
|
|
(41
|
)
|
|
(151
|
)
|
Effect of exchange rate changes on cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents
|
|
|
67
|
|
|
|
|
|
49
|
|
|
|
|
|
116
|
|
Cash and cash equivalents at beginning of period
|
|
|
44
|
|
|
1
|
|
|
212
|
|
|
|
|
|
257
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
111
|
|
$
|
1
|
|
$
|
261
|
|
$
|
|
|
$
|
373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During
the six months ended June 30, 2016, we made a noncash capital contribution of approximately $215 million between Parent Company and Guarantor entities.
61
Table of Contents
HUNTSMAN CORPORATION AND SUBSIDIARIES
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF HUNTSMAN INTERNATIONAL LLC (Continued)
HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2015
(In Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
Company
|
|
Guarantors
|
|
Nonguarantors
|
|
Eliminations
|
|
Consolidated
Huntsman
International
LLC
|
|
Net cash (used in) provided by operating activities
|
|
$
|
(112
|
)
|
$
|
113
|
|
$
|
181
|
|
$
|
(1
|
)
|
$
|
181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(39
|
)
|
|
(112
|
)
|
|
(145
|
)
|
|
|
|
|
(296
|
)
|
Cash received from unconsolidated affiliates
|
|
|
|
|
|
25
|
|
|
|
|
|
|
|
|
25
|
|
Investment in affiliate
|
|
|
(59
|
)
|
|
|
|
|
|
|
|
59
|
|
|
|
|
Investment in unconsolidated affiliates
|
|
|
|
|
|
(20
|
)
|
|
(12
|
)
|
|
|
|
|
(32
|
)
|
Acquisition of businesses, net of cash acquired
|
|
|
|
|
|
|
|
|
(15
|
)
|
|
|
|
|
(15
|
)
|
Cash received from purchase price adjustment for business acquired
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
Proceeds from sale of businesses/assets
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
1
|
|
Increase in receivable from affiliate
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
Cash received from termination of cross-currency interest rate contracts
|
|
|
66
|
|
|
|
|
|
|
|
|
|
|
|
66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities
|
|
|
(18
|
)
|
|
(107
|
)
|
|
(171
|
)
|
|
59
|
|
|
(237
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net repayments on overdraft facilities
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
(2
|
)
|
Repayments of short-term debt
|
|
|
|
|
|
|
|
|
(17
|
)
|
|
|
|
|
(17
|
)
|
Repayments of long-term debt
|
|
|
(346
|
)
|
|
|
|
|
(42
|
)
|
|
|
|
|
(388
|
)
|
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
|
|
|
(14
|
)
|
|
|
|
|
(1
|
)
|
|
|
|
|
(15
|
)
|
Borrowings on notes payable
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
1
|
|
Debt issuance costs paid
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
(5
|
)
|
Call premiums related to early extinguishment of debt
|
|
|
(26
|
)
|
|
|
|
|
|
|
|
|
|
|
(26
|
)
|
Contingent consideration paid for acquisition
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
Contribution from parent
|
|
|
|
|
|
4
|
|
|
73
|
|
|
(77
|
)
|
|
|
|
Distribution to parent
|
|
|
|
|
|
(14
|
)
|
|
(7
|
)
|
|
21
|
|
|
|
|
Dividends paid to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
|
(4
|
)
|
Dividends paid to parent
|
|
|
(61
|
)
|
|
(1
|
)
|
|
|
|
|
1
|
|
|
(61
|
)
|
Excess tax benefit related to stock-based compensation
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Other, net
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
16
|
|
|
(11
|
)
|
|
3
|
|
|
(58
|
)
|
|
(50
|
)
|
Effect of exchange rate changes on cash
|
|
|
|
|
|
|
|
|
(7
|
)
|
|
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) increase in cash and cash equivalents
|
|
|
(114
|
)
|
|
(5
|
)
|
|
6
|
|
|
|
|
|
(113
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
353
|
|
|
6
|
|
|
351
|
|
|
|
|
|
710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
239
|
|
$
|
1
|
|
$
|
357
|
|
$
|
|
|
$
|
597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During
the six months ended June 30, 2015, we made a noncash capital contribution of approximately $284 million between Guarantor and Nonguarantor entities and a noncash
capital contribution of approximately $123 million between Parent Company and Guarantor entities.
62
Table of Contents