GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA | 6 Months Ended |
Jun. 30, 2014 |
GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA | ' |
GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA | ' |
19) GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA |
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Our obligations under the 2018 Senior Notes and 2021 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by each current and future domestic restricted subsidiary, other than excluded subsidiaries that guarantee any indebtedness of Chemtura or our restricted subsidiaries. Our subsidiaries that do not guarantee the 2018 Senior Notes and 2021 Senior Notes are referred to as the “Non-Guarantor Subsidiaries.” The Guarantor Condensed Consolidating Financial Data presented below presents the statements of operations, statements of comprehensive income (loss), balance sheets and statements of cash flow for: (i) Chemtura Corporation (the “Parent Company”), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis (which is derived from Chemtura historical reported financial information); (ii) the Parent Company, alone (accounting for our Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on an equity basis under which the investments are recorded by each entity owning a portion of another entity at cost, adjusted for the applicable share of the subsidiary’s cumulative results of operations, capital contributions and distributions, and other equity changes); (iii) the Guarantor Subsidiaries alone; and (iv) the Non-Guarantor Subsidiaries alone. |
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Condensed Consolidating Statement of Operations |
Quarter ended June 30, 2014 |
(In millions) |
|
| | Consolidated | | Eliminations | | Parent | | Guarantor | | Non- | |
Company | Subsidiaries | Guarantor |
| | Subsidiaries |
Net sales | | $ | 609 | | $ | (531 | ) | $ | 376 | | $ | 110 | | $ | 654 | |
Cost of goods sold | | 451 | | (531 | ) | 307 | | 92 | | 583 | |
Selling, general and administrative | | 67 | | — | | 36 | | 4 | | 27 | |
Depreciation and amortization | | 25 | | — | | 7 | | 7 | | 11 | |
Research and development | | 10 | | — | | 4 | | 1 | | 5 | |
Facility closures, severance and related costs | | 4 | | — | | — | | 1 | | 3 | |
Operating income | | 52 | | — | | 22 | | 5 | | 25 | |
Interest expense | | (11 | ) | — | | (14 | ) | — | | 3 | |
Other (expense) income, net | | (2 | ) | — | | (10 | ) | — | | 8 | |
Reorganization items, net | | (1 | ) | — | | (1 | ) | — | | — | |
Equity in net earnings of subsidiaries | | — | | (43 | ) | 43 | | — | | — | |
Earnings from continuing operations before income taxes | | 38 | | (43 | ) | 40 | | 5 | | 36 | |
Income tax benefit (expense) | | 5 | | — | | (1 | ) | — | | 6 | |
Earnings from continuing operations | | 43 | | (43 | ) | 39 | | 5 | | 42 | |
Loss on sale of discontinued operations, net of tax | | (4 | ) | — | | — | | (3 | ) | (1 | ) |
Net earnings | | $ | 39 | | $ | (43 | ) | $ | 39 | | $ | 2 | | $ | 41 | |
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Condensed Consolidating Statement of Operations |
Six months ended June 30, 2014 |
(In millions) |
|
| | Consolidated | | Eliminations | | Parent | | Guarantor | | Non- | |
Company | Subsidiaries | Guarantor |
| | Subsidiaries |
Net sales | | $ | 1,165 | | $ | (1,023 | ) | $ | 710 | | $ | 224 | | $ | 1,254 | |
Cost of goods sold | | 887 | | (1,023 | ) | 590 | | 191 | | 1,129 | |
Selling, general and administrative | | 127 | | — | | 70 | | 8 | | 49 | |
Depreciation and amortization | | 53 | | — | | 13 | | 15 | | 25 | |
Research and development | | 18 | | — | | 7 | | 3 | | 8 | |
Facility closures, severance and related costs | | 6 | | — | | 2 | | 1 | | 3 | |
Operating income | | 74 | | — | | 28 | | 6 | | 40 | |
Interest expense | | (23 | ) | — | | (27 | ) | — | | 4 | |
Other income (expense), net | | 1 | | — | | (10 | ) | — | | 11 | |
Reorganization items, net | | (1 | ) | — | | (1 | ) | — | | — | |
Equity in net earnings of subsidiaries | | — | | (56 | ) | 56 | | — | | — | |
Earnings from continuing operations before income taxes | | 51 | | (56 | ) | 46 | | 6 | | 55 | |
Income tax benefit (expense) | | 2 | | — | | (1 | ) | — | | 3 | |
Earnings from continuing operations | | 53 | | (56 | ) | 45 | | 6 | | 58 | |
Earnings from discontinued operations, net of tax | | 1 | | — | | 1 | | — | | — | |
Loss on sale of discontinued operations, net of tax | | (9 | ) | — | | (1 | ) | (6 | ) | (2 | ) |
Net earnings | | $ | 45 | | $ | (56 | ) | $ | 45 | | $ | — | | $ | 56 | |
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Condensed Consolidating Statement of Comprehensive Income |
Quarter ended June 30, 2014 |
(in millions) |
|
| | Consolidated | | Eliminations | | Parent | | Guarantor | | Non- | |
Company | Subsidiaries | Guarantor |
| | Subsidiaries |
Net earnings | | $ | 39 | | $ | (43 | ) | $ | 39 | | $ | 2 | | $ | 41 | |
Other comprehensive income, net of tax | | | | | | | | | | | |
Foreign currency translation adjustments | | 12 | | — | | 2 | | — | | 10 | |
Unrecognized pension and other post-retirement benefit costs | | 3 | | — | | 2 | | — | | 1 | |
Comprehensive income | | $ | 54 | | $ | (43 | ) | $ | 43 | | $ | 2 | | $ | 52 | |
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Condensed Consolidating Statement of Comprehensive Income |
Six months ended June 30, 2014 |
(in millions) |
|
| | Consolidated | | Eliminations | | Parent | | Guarantor | | Non- | |
Company | Subsidiaries | Guarantor |
| | Subsidiaries |
Net earnings | | $ | 45 | | $ | (56 | ) | $ | 45 | | $ | — | | $ | 56 | |
Other comprehensive income (loss), net of tax | | | | | | | | | | | |
Foreign currency translation adjustments | | 6 | | — | | 3 | | — | | 3 | |
Unrecognized pension and other post-retirement benefit costs | | 4 | | — | | 7 | | — | | (3 | ) |
Comprehensive income | | $ | 55 | | $ | (56 | ) | $ | 55 | | $ | — | | $ | 56 | |
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Condensed Consolidating Balance Sheet |
As of June 30, 2014 |
(In millions) |
|
| | Consolidated | | Eliminations | | Parent | | Guarantor | | Non- | |
Company | Subsidiaries | Guarantor |
| | Subsidiaries |
ASSETS | | | | | | | | | | | |
Current assets | | $ | 1,312 | | $ | — | | $ | 410 | | $ | 108 | | $ | 794 | |
Intercompany receivables | | — | | (7,723 | ) | 2,899 | | 2,522 | | 2,302 | |
Investment in subsidiaries | | — | | (6,709 | ) | 1,453 | | 1,135 | | 4,121 | |
Property, plant and equipment | | 717 | | — | | 118 | | 217 | | 382 | |
Goodwill | | 180 | | — | | 93 | | 3 | | 84 | |
Other assets | | 293 | | — | | 126 | | 40 | | 127 | |
Total assets | | $ | 2,502 | | $ | (14,432 | ) | $ | 5,099 | | $ | 4,025 | | $ | 7,810 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | |
Current liabilities | | $ | 408 | | $ | — | | $ | 150 | | $ | 47 | | $ | 211 | |
Intercompany payables | | — | | (7,723 | ) | 3,125 | | 2,804 | | 1,794 | |
Long-term debt | | 790 | | — | | 765 | | — | | 25 | |
Other long-term liabilities | | 396 | | — | | 151 | | 51 | | 194 | |
Total liabilities | | 1,594 | | (7,723 | ) | 4,191 | | 2,902 | | 2,224 | |
Stockholders’ equity | | 908 | | (6,709 | ) | 908 | | 1,123 | | 5,586 | |
Total liabilities and stockholders’ equity | | $ | 2,502 | | $ | (14,432 | ) | $ | 5,099 | | $ | 4,025 | | $ | 7,810 | |
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Condensed Consolidating Statement of Cash Flows |
Six months ended June 30, 2014 |
(In millions) |
|
| | Consolidated | | Eliminations | | Parent | | Guarantor | | Non- | |
Company | Subsidiaries | Guarantor |
| | Subsidiaries |
Increase (decrease) to cash | | | | | | | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | |
Net earnings | | $ | 45 | | $ | (56 | ) | $ | 45 | | $ | — | | $ | 56 | |
Adjustments to reconcile net earnings to net cash (used in) provided by operations: | | | | | | | | | | | |
Loss on sale of discontinued operations | | 9 | | — | | 1 | | 6 | | 2 | |
Depreciation and amortization | | 53 | | — | | 13 | | 15 | | 25 | |
Stock-based compensation expense | | 7 | | — | | 7 | | — | | — | |
Changes in assets and liabilities, net | | (146 | ) | 56 | | (63 | ) | (16 | ) | (123 | ) |
Net cash (used in) provided by operations | | (32 | ) | — | | 3 | | 5 | | (40 | ) |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | |
Proceeds from divestments, net of transaction costs | | 16 | | — | | (2 | ) | 9 | | 9 | |
Capital expenditures | | (48 | ) | — | | (7 | ) | (14 | ) | (27 | ) |
Net cash used in investing activities | | (32 | ) | — | | (9 | ) | (5 | ) | (18 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | |
Payments on Term Loan | | (110 | ) | — | | (110 | ) | — | | — | |
Proceeds from other long-term borrowings | | 14 | | — | | — | | — | | 14 | |
Payments on other long-term borrowings | | (2 | ) | — | | (1 | ) | — | | (1 | ) |
Payments on other short-term borrowings, net | | (1 | ) | — | | — | | — | | (1 | ) |
Common shares acquired | | (157 | ) | — | | (157 | ) | — | | — | |
Proceeds from the exercise of stock options | | 6 | | — | | 6 | | — | | — | |
Net cash (used in) provided by financing activities | | (250 | ) | — | | (262 | ) | — | | 12 | |
CASH AND CASH EQUIVALENTS | | | | | | | | | | | |
Effect of exchange rates on cash and cash equivalents | | — | | — | | — | | — | | — | |
Change in cash and cash equivalents | | (314 | ) | — | | (268 | ) | — | | (46 | ) |
Cash and cash equivalents at beginning of period | | 549 | | — | | 317 | | — | | 232 | |
Cash and cash equivalents at end of period | | $ | 235 | | $ | — | | $ | 49 | | $ | — | | $ | 186 | |
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Condensed Consolidating Statement of Operations |
Quarter ended June 30, 2013 |
(In millions) |
|
| | Consolidated | | Eliminations | | Parent | | Guarantor | | Non- | |
Company | Subsidiaries | Guarantor |
| | Subsidiaries |
Net sales | | $ | 590 | | $ | (441 | ) | $ | 391 | | $ | 118 | | $ | 522 | |
Cost of goods sold | | 444 | | (441 | ) | 343 | | 96 | | 446 | |
Selling, general and administrative | | 53 | | — | | 24 | | 4 | | 25 | |
Depreciation and amortization | | 26 | | — | | 7 | | 12 | | 7 | |
Research and development | | 10 | | — | | 4 | | 2 | | 4 | |
Facility closures, severance and related costs | | 11 | | — | | 6 | | — | | 5 | |
Equity loss | | 1 | | — | | — | | — | | 1 | |
Operating income | | 45 | | — | | 7 | | 4 | | 34 | |
Interest expense | | (15 | ) | — | | (17 | ) | — | | 2 | |
Other income (expense), net | | 12 | | — | | (6 | ) | — | | 18 | |
Reorganization items, net | | (1 | ) | — | | (1 | ) | — | | — | |
Equity in net earnings of subsidiaries | | — | | (26 | ) | 26 | | — | | — | |
Earnings from continuing operations before income taxes | | 41 | | (26 | ) | 9 | | 4 | | 54 | |
Income tax expense | | (14 | ) | — | | — | | — | | (14 | ) |
Earnings from continuing operations | | 27 | | (26 | ) | 9 | | 4 | | 40 | |
Earnings from discontinued operations, net of tax | | 26 | | — | | 6 | | 18 | | 2 | |
Loss on sale of discontinued operations, net of tax | | (146 | ) | — | | (108 | ) | — | | (38 | ) |
Net (loss) earnings | | $ | (93 | ) | $ | (26 | ) | $ | (93 | ) | $ | 22 | | $ | 4 | |
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Condensed Consolidating Statement of Operations |
Six months ended June 30, 2013 |
(In millions) |
|
| | Consolidated | | Eliminations | | Parent | | Guarantor | | Non- | |
Company | Subsidiaries | Guarantor |
| | Subsidiaries |
Net sales | | $ | 1,118 | | $ | (848 | ) | $ | 756 | | $ | 224 | | $ | 986 | |
Cost of goods sold | | 862 | | (848 | ) | 640 | | 187 | | 883 | |
Selling, general and administrative | | 111 | | — | | 54 | | 8 | | 49 | |
Depreciation and amortization | | 52 | | — | | 14 | | 23 | | 15 | |
Research and development | | 18 | | — | | 7 | | 4 | | 7 | |
Facility closures, severance and related costs | | 25 | | — | | 12 | | — | | 13 | |
Equity loss | | 3 | | — | | — | | — | | 3 | |
Operating income | | 47 | | — | | 29 | | 2 | | 16 | |
Interest expense | | (31 | ) | — | | (34 | ) | — | | 3 | |
Other income (expense), net | | 15 | | — | | (5 | ) | — | | 20 | |
Reorganization items, net | | (1 | ) | — | | (1 | ) | — | | — | |
Equity in net earnings of subsidiaries | | — | | (1 | ) | 1 | | — | | — | |
Earnings (loss) from continuing operations before income taxes | | 30 | | (1 | ) | (10 | ) | 2 | | 39 | |
Income tax expense | | (21 | ) | — | | (1 | ) | — | | (20 | ) |
Earnings (loss) from continuing operations | | 9 | | (1 | ) | (11 | ) | 2 | | 19 | |
Earnings from discontinued operations, net of tax | | 21 | | — | | 3 | | 16 | | 2 | |
Loss on sale of discontinued operations, net of tax | | (146 | ) | — | | (108 | ) | — | | (38 | ) |
Net (loss) earnings | | $ | (116 | ) | $ | (1 | ) | $ | (116 | ) | $ | 18 | | $ | (17 | ) |
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Condensed Consolidating Statement of Comprehensive Income (Loss) |
Quarter ended June 30, 2013 |
(In millions) |
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| | Consolidated | | Eliminations | | Parent | | Guarantor | | Non- | |
Company | Subsidiaries | Guarantor |
| | Subsidiaries |
Net (loss) earnings | | $ | (93 | ) | $ | (26 | ) | $ | (93 | ) | $ | 22 | | $ | 4 | |
Other comprehensive (loss) income, net of tax | | | | | | | | | | | |
Foreign currency translation adjustments | | (18 | ) | — | | (4 | ) | 1 | | (15 | ) |
Unrecognized pension and other post-retirement benefit costs | | 138 | | — | | 136 | | — | | 2 | |
Comprehensive income (loss) | | $ | 27 | | $ | (26 | ) | $ | 39 | | $ | 23 | | $ | (9 | ) |
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Condensed Consolidating Statement of Comprehensive Income (Loss) |
Six months ended June 30, 2013 |
(In millions) |
|
| | Consolidated | | Eliminations | | Parent | | Guarantor | | Non- | |
Company | Subsidiaries | Guarantor |
| | Subsidiaries |
Net (loss) earnings | | $ | (116 | ) | $ | (1 | ) | $ | (116 | ) | $ | 18 | | $ | (17 | ) |
Other comprehensive (loss) income, net of tax | | | | | | | | | | | |
Foreign currency translation adjustments | | (41 | ) | — | | 10 | | (1 | ) | (50 | ) |
Unrecognized pension and other post-retirement benefit costs | | 137 | | — | | 137 | | — | | — | |
Comprehensive (loss) income | | $ | (20 | ) | $ | (1 | ) | $ | 31 | | $ | 17 | | $ | (67 | ) |
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Condensed Consolidating Balance Sheet |
As of December 31, 2013 |
(In millions) |
|
| | Consolidated | | Eliminations | | Parent | | Guarantor | | Non- | |
Company | Subsidiaries | Guarantor |
| | Subsidiaries |
ASSETS | | | | | | | | | | | |
Current assets | | $ | 1,525 | | $ | — | | $ | 571 | | $ | 121 | | $ | 833 | |
Intercompany receivables | | — | | (7,671 | ) | 2,681 | | 2,349 | | 2,641 | |
Investment in subsidiaries | | — | | (7,277 | ) | 1,530 | | 1,135 | | 4,612 | |
Property, plant and equipment | | 717 | | — | | 121 | | 215 | | 381 | |
Goodwill | | 179 | | — | | 93 | | 3 | | 83 | |
Other assets | | 283 | | — | | 137 | | 44 | | 102 | |
Total assets | | $ | 2,704 | | $ | (14,948 | ) | $ | 5,133 | | $ | 3,867 | | $ | 8,652 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | |
Current liabilities | | $ | 484 | | $ | — | | $ | 244 | | $ | 39 | | $ | 201 | |
Intercompany payables | | — | | (7,671 | ) | 2,944 | | 2,583 | | 2,144 | |
Long-term debt | | 781 | | — | | 764 | | — | | 17 | |
Other long-term liabilities | | 440 | | — | | 182 | | 54 | | 204 | |
Total liabilities | | 1,705 | | (7,671 | ) | 4,134 | | 2,676 | | 2,566 | |
Stockholders’ equity | | 999 | | (7,277 | ) | 999 | | 1,191 | | 6,086 | |
Total liabilities and stockholders’ equity | | $ | 2,704 | | $ | (14,948 | ) | $ | 5,133 | | $ | 3,867 | | $ | 8,652 | |
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Condensed Consolidating Statement of Cash Flows |
Six months ended June 30, 2013 |
(In millions) |
|
| | Consolidated | | Eliminations | | Parent | | Guarantor | | Non- | |
Company | Subsidiaries | Guarantor |
| | Subsidiaries |
Increase (decrease) to cash | | | | | | | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | |
Net (loss) earnings | | $ | (116 | ) | $ | (1 | ) | $ | (116 | ) | $ | 18 | | $ | (17 | ) |
Adjustments to reconcile net (loss) earnings to net cash (used in) provided by operations: | | | | | | | | | | | |
Loss on sale of discontinued operations | | 146 | | — | | 108 | | — | | 38 | |
Release of cumulative translation adjustment from liquidation of entities | | (15 | ) | — | | — | | — | | (15 | ) |
Depreciation and amortization | | 64 | | — | | 14 | | 27 | | 23 | |
Stock-based compensation expense | | 8 | | — | | 8 | | — | | — | |
Equity income | | 1 | | — | | — | | — | | 1 | |
Changes in assets and liabilities, net | | (165 | ) | 1 | | (72 | ) | (19 | ) | (75 | ) |
Net cash (used in) provided by operations | | (77 | ) | — | | (58 | ) | 26 | | (45 | ) |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | |
Proceeds from divestments, net | | 91 | | — | | (4 | ) | — | | 95 | |
Payments for acquisitions, net of cash acquired | | (3 | ) | — | | — | | — | | (3 | ) |
Capital expenditures | | (87 | ) | — | | (8 | ) | (24 | ) | (55 | ) |
Net cash provided by (used in) investing activities | | 1 | | — | | (12 | ) | (24 | ) | 37 | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | |
Payments on Term Loan | | (2 | ) | — | | (2 | ) | — | | — | |
Proceeds from other long-term borrowings | | 23 | | — | | 7 | | — | | 16 | |
Payments on other long-term borrowings | | (2 | ) | — | | — | | — | | (2 | ) |
Payments on other short-term borrowings, net | | (1 | ) | — | | — | | — | | (1 | ) |
Proceeds from exercise of stock options | | 4 | | — | | 4 | | — | | — | |
Net cash provided by financing activities | | 22 | | — | | 9 | | — | | 13 | |
CASH AND CASH EQUIVALENTS | | | | | | | | | | | |
Effect of exchange rates on cash and cash equivalents | | (5 | ) | — | | — | | — | | (5 | ) |
Change in cash and cash equivalents | | (59 | ) | — | | (61 | ) | 2 | | — | |
Cash and cash equivalents at beginning of period | | 365 | | — | | 193 | | — | | 172 | |
Cash and cash equivalents at end of period | | $ | 306 | | $ | — | | $ | 132 | | $ | 2 | | $ | 172 | |
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